2010 REGISTRATION DOCUMENT (3.4 Mo) - Groupe Casino

GENERAL MEETINGStatutory Auditors’ special reports6Lastly, we are seeking a twenty-six months authorisation to makeemployee share issues, in accordance with article L. 3332-18 et seq.of the French Labour Code (Code du travail) and article L. 225-138-1of the French Commercial Code (Code de commerce). The issue pricewill be set in accordance with the provisions of Article L. 3332-19 of theFrench Labour Code, that is by reference to the average quoted shareprice during the twenty trading days preceding the date on which thesubscription opening date was set, less a discount of up to 20% or30% if the lock-up period under the plan is ten years or more. Underthis authorisation, the Board may also sell existing shares boughtback on the market in accordance with Article L.225-206 et seq. ofthe French Commercial Code (Code de commerce). The number ofshares issued or sold pursuant to this authorisation may not exceed4% of the total number of shares comprising the Company's sharecapital on the date of the Annual General Meeting.We trust that these proposals meet with your approval and that youwill vote in favour of the corresponding resolutions.The Board of Directors6.2. STATUTORY AUDITORS’ SPECIAL REPORTSSTATUTORY AUDITORS’ REPORT ON THE CAPITAL DECREASE11 th resolutionThis is a free translation into English of the Statutory Auditors’ report issued in French and is provided solely for the convenience of Englishspeaking readers. This report should be read in conjunction with, and construed in accordance with, French law and professional auditingstandards applicable in France.To the Shareholders,In our capacity as Statutory Auditors of your Company and inaccordance with the procedures provided for in article L. 225-209 ofthe French Commercial Code (Code de commerce) on the decreasein share capital by the cancellation of shares purchased, we herebyreport to you on our assessment of the reasons for and the termsand conditions of the proposed decrease in share capital.Shareholders are requested to confer all necessary powers on theBoard of Directors, during a period of 26 months starting from the dayof this Shareholders’ Meeting, to cancel, up to a maximum of 10% ofits share capital by 24-month periods, the shares purchased by theCompany pursuant to the authorisation to purchase its own sharesas part of the provisions of the aforementioned Article.We performed the procedures that we considered necessary inaccordance with the professional guidelines of the French NationalInstitute of Statutory Auditors (Compagnie nationale des commissairesaux comptes) applicable to this engagement. Our proceduresconsisted, in particular, in verifying the fairness of the reasons for andthe terms and conditions of the proposed decrease in share capital,and ensuring that it does not interfere with the equal treatment ofshareholders.We have no comments on the reasons for and the terms andconditions of the proposed decrease in share capital.Lyon and Neuilly-sur-Seine, 11 March 2011The Statutory AuditorsErnst & Young et AutresDeloitte & AssociésDaniel Mary-Dauphin Sylvain Lauria Antoine de Riedmatten Alain DescoinsRegistration Document 2010 | Casino Group205