2010 REGISTRATION DOCUMENT (3.4 Mo) - Groupe Casino

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