2010 REGISTRATION DOCUMENT (3.4 Mo) - Groupe Casino

6GENERAL MEETINGStatutory Auditors’ special reportsSTATUTORY AUDITORS’ SPECIAL REPORT ON THE ISSUE OF SHARES ANDMARKETABLE SECURITIES CONFERRING ENTITLEMENT TO THE SHARE CAPITAL12 th , 13 th , 14 th , 15 th , 16 th , 18 th , 19 th and 20 th resolutionsThis 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 Casino, Guichard-Perrachonand pursuant to the procedures set forth in the French CommercialCode (Code de commerce), and in particular, articles L. 225-135,L. 225-136 and L. 228-92, we hereby present to you our report onthe proposed delegations of authority to the Board of Directors tocarry out various issues of shares and marketable securities conferringentitlement to the share capital, as presented in the 12 th , 13 th , 14 th ,15 th , 16 th , 18 th , 19 th and 20 th resolutions, transactions on which youare asked to vote.Your Board of Directors proposes, based on its report:■that shareholders delegate to it, for a period of 26 months, with theoption to sub-delegate such powers to the Chief Executive Officeror with the latter’s approval, to one or more deputy vice-presidents,the authority to decide on these transactions and to set the finalterms and conditions of these issues and proposes, when necessary,that you waive your preferential subscription rights:- issue, with retention of preferential subscription rights, shares ormarketable securities conferring entitlement to new or existingshares of the Company or existing shares of any company inwhich it holds, directly or indirectly, more than 50% of the sharecapital or conferring entitlement to debt securities (12 th , 16 th and20 th resolutions),- issue, with cancellation of your preferential subscription rights,up to a maximum of 10% of the share capital per year, througha public offering or through an offering referred to in paragraphII of article L. 411-2 of the French Monetary and Financial Code(Code monétaire et financier), shares or marketable securitiesconferring entitlement to new or existing shares of the Companyor, in accordance with Article L. 228-93 of the French CommercialCode, of existing shares of any company, in which it holds,directly or indirectly, more than 50% of the share capital orconferring entitlement to debt securities (13 th , 14 th , 15 th , 16 th and20 th resolutions),- issue, with cancellation of your preferential subscription rights,shares or other marketable securities conferring entitlement to theshare capital of the Company, in the event of a public exchange,mixed or alternative offer, initiated by the Company on the sharesor marketable securities of another company registered on oneof the regulated markets referred to in Article L. 225-148 of theFrench Commercial Code (18 th and 20 th resolutions);th■ to authorise it, pursuant to the 15 resolution and as part of thedelegation of authority referred to in the 13 th and 14 th resolutions,to set the issue price up to the annual legal maximum of 10% ofthe share capital;■to delegate to it, for a period of 26 months, with the option tosub-delegate such powers to the Chief Executive Officer or withthe latter’s approval, to one or more deputy vice-presidents, theauthority to set the terms and conditions of an issue of shares ormarketable securities conferring entitlement to the share capitalof the Company, in consideration of in-kind contributions made tothe Company that are comprised of equity securities or marketablesecurities conferring entitlement to the share capital, up to amaximum of 10% of the share capital (19 th and 20 th resolutions).The total nominal amount of potential capital increases likely to becarried out, immediately or in the future, may not exceed €80 millionpursuant to the 12 th , 13 th , 14 th , 18 th and 19 th resolutions, excluding thenominal amount of additional shares to be issued to preserve the rightsof holders of marketable securities in accordance with the law. Thenominal amount of debt securities likely to be issued, immediately orin the future, pursuant to the 12 th , 13 th , 14 th , 18 th and 19 th resolutions,may not exceed €2 billion or its equivalent in a foreign currency orcomposite monetary units. These ceilings include the additional numberof marketable securities to be created as part of the delegations ofauthority resulting from the 12 th , 13 th and 14 th resolutions, under theconditions set forth in article L. 225-135-1 of the French CommercialCode, should you adopt the 18 th resolution.It is the responsibility of the Board of Directors to prepare a report inaccordance with articles R. 225-113, R. 225-114 et R. 225-117 ofthe French Commercial Code. Our role is to express an opinion onthe fair presentation of the quantified information extracted from theaccounts, on the proposed cancellation of preferential subscriptionrights and on certain other information concerning these transactions,contained in this report.We performed the procedures that we deemed necessary inaccordance with the professional guidelines of the French Instituteof Statutory Auditors (Compagnie nationale des commissaires auxcomptes) relating to this type of engagement. These proceduresconsisted in verifying the content of the Board of Directors’ reportin respect of these transactions and the terms and conditionsgoverning the determination of the issue price of equity securitiesto be issued.Subject to a subsequent review of the terms and conditions ofproposed issues, we have no comments on the terms and conditionsgoverning the determination of the issue price of equity securities tobe issued presented in the Board of Directors’ report in connectionwith the 13 th and 14 th resolutions.Furthermore, as the report does not include information on the termsand conditions governing the determination of the issue price ofsecurities to be issued pursuant to the 12 th , 18 th and 19 th resolutions,we cannot express an opinion on the issue price calculation inputs.As the issue price of equity securities to be issued has not been setyet, we do not express an opinion on the final terms and conditionsunder which the issues will be performed and, as such, on theproposed cancellation of preferential subscription rights submittedfor your approval in the 13 th , 14 th 18 th and 19 th resolutions.In accordance with article R. 225-116 of the French Commercial Code,we shall issue an additional report, if necessary, on the performance byyour Board of Directors of any issues with cancellation of preferentialsubscription rights or of any issues of securities conferring accessto the Company’s share capital and/or entitlement to the grant ofdebt instruments.Lyon and Neuilly-sur-Seine, 11 March 2011The Statutory AuditorsErnst & Young et AutresDeloitte & AssociésDaniel Mary-Dauphin Sylvain Lauria Antoine de Riedmatten Alain Descoins206 Casino Group | Registration Document 2010