2010 REGISTRATION DOCUMENT (3.4 Mo) - Groupe Casino

6GENERAL MEETINGProposed resolutions6.3.2. EXTRAORDINARY RESOLUTIONSEighth resolutionAmendment of Article 16-I and 16-III ofthe by-laws on the renewal of directors by rotationHaving considered the report of the Board of Directors, theshareholders resolve to amend Articles 16-I and 16-III of the by-lawsaccordingly, as follows:“Article 16 – Duration of office - Age limit - ReplacementI. . Except for the effect of paragraphs II and III (two last paragraphs)of this article, the duration of the offices of the directors is threeyears expiring at the end of the meeting of the Ordinary GeneralMeeting of shareholders ruling on the accounts of the past yearand held in the year during which the office expires.Directors at the end of their office are re-eligible.Directors are appointed or renewed in their offices by the OrdinaryGeneral Meeting of shareholders.Directors have their terms of office renewed in rotation so that thedirectors are regularly renewed in proportions that are as equalas possible. In order to enable the system of rotation to operate,the Ordinary General Meeting can appoint a director for a periodof one or two years, on an exceptional basis.(…)III. In case of vacancy by death or resignation of one or more seatsof directors, the Board of Directors may, between two GeneralMeetings, appoint persons provisionally. These appointments aresubject to ratification of the next General Meeting.Should the appointment of a director made by the board not beratified by the meeting, the acts carried out by this director and thedecisions made by the board during the provisional management,are still valid.Should the number of directors become less than three, theremaining members (or in case of shortage representativeappointed at the request of any person concerned by the presidentof the commercial court) must convene immediately an OrdinaryGeneral Meeting of shareholders with a view to appointing oneor more new directors in order to complete the board until thelegal minimum.The director appointed in replacement of another directoronly remains in office the time remaining on the office of hispredecessor.The appointment of a new member of the board adding to themembers in office may be decided only by the General Meetingwhich fixes the duration of the office.”Ninth resolutionAmendment to Article 16-II ofthe by-laws on the age limit for directorsHaving considered the report of the Board of Directors, the shareholdersresolve to amend Article 16-II of the by-laws as follows:“Article 16 – Duration of office - Age limit - Replacement(…)II. No person over the age of seventy (70) may be elected as directoror permanent representative of a corporate director if suchelection would cause the number of directors and permanentrepresentatives of corporate directors over that age to be morethan one third of the total. In the event of exceeding of theproportion, the oldest director or permanent representative isdeemed resigning automatically at the end of the annual OrdinaryGeneral Meeting ruling on the accounts of the year during whichthe age limit was exceeded.(…)”Tenth resolutionAmendment to Articles 25-II, 25-IV, 27-Iand 28-III of the by-laws on participationin and notice of General MeetingsHaving considered the report of the Board of Directors, theshareholders resolve to amend Articles 25-II, 25-IV, 27-I and 28-III ofthe by-laws as follows:“Article 25 – Setting up of the General Meetings(…)II. Shareholders may appoint a proxy to represent them in accordancewith the provisions of the law.Minors and incompetent persons are represented by theirguardians and trustees, without the latter needing to beshareholders in person. A legal entity is validly represented byany legal representative having capacity or by a person speciallyempowered for that purpose.The owner of shares whose domicile is not in France may berepresented by the middleman properly registered as owner ofthese shares on behalf of the latter.(…)212 Casino Group | Registration Document 2010