2010 REGISTRATION DOCUMENT (3.4 Mo) - Groupe Casino

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6GENERAL MEETINGStatutory Auditors’ special reportsSTATUTORY AUDITORS’ SPECIAL REPORT ON THE GRANTINGOF SUBSCRIPTION OPTIONS TO EMPLOYEES OF CASINO, GUICHARD-PERRACHON AS WELL AS TO EMPLOYEES AND CORPORATE OFFICERSOF AFFILIATED COMPANIES23 rd 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 articles L. 225-177and R. 225-144 of the French Commercial Code (Code de commerce),we have prepared this report on the granting of share subscriptionoptions to employees as well as to employees and corporate officersof companies or economic interest groupings referred to in articleL. 225-180 of the French Commercial Code, it being specified thatthe corporate officers of your Company may not be granted sharesubscription options.It is the responsibility of the Board of Directors to prepare a reporton the reasons for the granting of share subscription options andthe proposed terms and conditions for determining the subscriptionprice. It is our responsibility to comment on the proposed terms andconditions for determining the subscription price.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. These proceduresconsisted in verifying that the proposed terms and conditions fordetermining the subscription price are disclosed in the Board ofDirectors’ report, that they comply with legal provisions, in orderto inform shareholders, and that they do not appear obviouslyinappropriate.We have no comments to make on the proposed terms andconditions.Lyon and Neuilly-sur-Seine, 11 March 2011The Statutory AuditorsErnst & Young et AutresDeloitte & AssociésDaniel Mary-Dauphin Sylvain Lauria Antoine de Riedmatten Alain DescoinsSTATUTORY AUDITORS’ SPECIAL REPORT ON THE FREE GRANTINGOF EXISTING SHARES OR SHARES TO BE ISSUED TO EMPLOYEESOF CASINO, GUICHARD-PERRACHON AS WELL AS TO EMPLOYEESAND CORPORATE OFFICERS OF AFFILIATED COMPANIES24 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. 225-197-1 ofthe French Commercial Code (Code de commerce), we have preparedthis report on the proposed free granting of existing shares or sharesto be issued to employees or to certain categories of them as wellas to employees and corporate officers of companies or economicinterest groupings affiliated to the Company under the conditionsset forth in article L. 225-197-2 of the French Commercial Code, itbeing specified that the corporate officers of your Company may notreceive free grants of shares.The Board of Directors also recommends that you confer on it theauthority to grant shares for no consideration, whether existing or to beissued. It is responsible for preparing a report on the transaction that itwishes to carry out. Our role is to inform you of our comments, if any,on the information thus given to you on the proposed transaction.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 work consisted inverifying more specifically that the proposed procedures and datapresented in the Board of Directors’ report comply with the legalprovisions.We have no comments on the information given in the Board ofDirectors’ report in connection with the proposed granting of sharesfor no consideration.Lyon and Neuilly-sur-Seine, 11 March 2011The Statutory AuditorsErnst & Young et AutresDeloitte & AssociésDaniel Mary-Dauphin Sylvain Lauria Antoine de Riedmatten Alain Descoins208 Casino Group | Registration Document 2010
GENERAL MEETINGStatutory Auditors’ special reports6STATUTORY AUDITORS’ REPORT ON THE CAPITAL DECREASEWITH CANCELLATION OF PREFERENTIAL SUBSCRIPTION RIGHTSRESERVED FOR EMPLOYEES25 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 articles L. 225-135 etseq. of the French Commercial Code (Code de commerce), we herebyreport to you on the proposed delegation to the Board of Directorsof the authority, with the option to delegate such authority pursuantto articles L. 225-129-2 and L. 225-129-6 of the French CommercialCode, to decide on a capital increase by the issue of ordinary shareswith cancellation of preferential subscription rights, reserved tomembers of a corporate savings plan of Casino, Guichard-Perrachonand their affiliated companies under the conditions referred to in articleL. 233-16 of the French Commercial Code. This capital increase maynot exceed 4% of the total number of Company outstanding as ofthe date of the Extraordinary Shareholders’ Meeting. You are askedto vote on this transaction.Shareholders are asked to approve this share capital increase pursuantto Article L. 225-129-6 of the French Commercial Code and articleL. 3332-18 et seq. of the French Labor Code (Code du travail).Your Board of Directors recommends that, based on its report, youconfer on it, for a period of 26 months, the authority to decide onone or more issues and waive your preferential subscription rights.If applicable, it will be responsible for determining the final issuanceterms and conditions of this transaction.It is the Board of Directors’ responsibility to prepare a report inaccordance with articles R. 225-113 and R. 225-114 of the FrenchCommercial Code. Our role is to express an opinion on the fairnessof the quantified data extracted from the financial statements,on the proposed cancellation of preferential subscription rights andon certain other information pertaining to the issuance as presentedin this report.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. Such proceduresconsisted in verifying the content of the Board of Directors’ reportas it relates to this transaction and the terms and conditions underwhich the issue price of the shares was determined.Subject to our subject review of the terms and conditions of the capitalincreases that may be decided, we have no comments to make onthe procedures for determining the issue price of the shares to beissued presented in the Board of Directors’ report.As the issue price of the shares to be issued has not been determined,we express no opinion on the final terms and conditions under whichthe capital increases will be carried out and, consequently, on theproposed cancellation of preferential subscription rights on whichyou are asked to vote.In accordance with article R. 225-116 of the French CommercialCode, we will issue a supplementary report, where necessary, whenthis delegation of authority is utilised by your Board of Directors.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 Group209
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Registration Document2010
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KEEPING AHEADIN A CHANGING WORLDCas
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1PRESENTATION OFTHE CASINO GROUP1.1
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PRESENTATION OF THE CASINO GROUPBus
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SCCR/SS/GE/13/3 Prov.page 945. The
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PRESENTATION OF THE CASINO GROUPRea
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2MANAGEMENTREPORTAT 31 DECEMBER 201
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31 DECEMBER 2010Business Review22.1
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31 DECEMBER 2010Business Review22.1
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31 DECEMBER 2010Business Review2Mai
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31 DECEMBER 2010Parent Company Busi
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31 DECEMBER 2010Subsidiaries and As
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31 DECEMBER 2010Subsidiaries and As
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31 DECEMBER 2010Subsequent Events2C
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31 DECEMBER 2010Share Capital and S
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31 DECEMBER 2010Risk Factors and In
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31 DECEMBER 2010Employment Report22
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3CONSOLIDATEDFINANCIALSTATEMENTS3.1
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5CORPORATEGOVERNANCE5.1. Board of D
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Page 239 and 240: Investor RelationsNadine COULMAline
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2010 REGISTRATION DOCUMENT (3.4 Mo) - Groupe Casino

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