2010 REGISTRATION DOCUMENT (3.4 Mo) - Groupe Casino

GENERAL MEETINGProposed resolutions6IV. Shareholders may, if the board decides it, take part in the meetingsand vote by videoconference or by any telecommunication andremote transmission means, including the Internet, allowing theiridentification in the conditions of the regulations in force and thosedecided by the board.By decision of the Board of directors, shareholders may make outtheir distance vote forms or by proxy on an electronic medium,in the conditions fixed by the regulations then in force. Thecapture and signature of the forms may be directly made on theInternet site set up by the centralizing establishment in chargeof the General Meeting. The electronic signature of the formmay be made by any process in conformity with the provisionsof the first sentence of the second paragraph of article 1316-4of the Civil Code, or any subsequent legal provisions whichwould substitute for it, such as the use of an identifying codeand a passwordThe electronic vote and the acknowledgementof receipt will be considered as an irrevocable written documentbinding on everyone, except in the event of the sale of sharesnotified on the terms and conditions set out in the second indentof Article R. 225-85 IV of the French Commercial Code (Codede commerce) or any other future provision of the law that mightreplace it.The electronic proxy form and the acknowledgement of receiptwill be considered as a revocable written document binding oneveryone under the conditions set out by law.”“Article 27 – Notifi cation to attend –Place of meeting – AgendaI. General Meetings is convened by the Board of Directors, or, inthe event of shortage, by the auditors or even by a representativedesignated by the president of the commercial court ruling inurgent matters, at the request either of one or more shareholdersgathering one fifth at least of the authorized capital, or anassociation of shareholders in the conditions provided for byarticle L. 225-120 of the Commercial Code.The notification to attend is sent fifteen days at least in advanceat the first convening and ten days at least in advance for thefollowing meeting, by way of an ad inserted in a magazineempowered to receive legal announcements in the “département”of the registered office and in the Bulletin des Annonces LégalesObligatoires.Shareholders owning registered shares for one month at least onthe date of these notices are convened by ordinary letter or byany electronic communication means.The notification to attend is preceded by a notice containing theindications provide for by law and inserted in the Bulletin desAnnonces Légales Obligatoires thirty five days at least before themeeting(…)”“Article 28 – Committee – Attendance sheet –Votes – Vote by post – Minutes(…)III. Any shareholder has as many votes as he owns shares orrepresents them without any limitation, with the sole exceptionof the cases provided for by law. However, a double right to voteis given, in legal conditions, to all shares fully paid up for which isjustified a registered registration for four years at least, in the nameof a same shareholder, as well as, in case of capital increase byincorporation of reserves, profits or issue premiums, to registeredshares granted free of charge to a shareholder on account of oldshares for which it has this right.The list of registered shares with double right to vote is settledby the Board of Directors.The double right to vote thus given to registered shares fully paidup ceases ipso jure, for any share that was converted into abearer share or transfer in ownership, except, in case of transferof from registered to registered, by enforcement of the provisionsof article L. 225-124 of the Commercial Code. For any power ofattorney of a shareholder without indication of a representative,the chairman of the General Meeting issues a favourable vote forthe adoption of draft resolutions presented or approved by theBoard of Directors and an unfavourable vote for the adoption ofany other draft resolutions. To issue any other vote, the shareholdermust choose a proxy who accepts to vote in the sense indicatedby the principal.Votes are expressed by a show of hands, by e-mail or by anytelecommunication means allowing the identification of theshareholders in the conditions of the regulations in force. TheGeneral Meeting may also decide the secret vote upon propositionof the committeeShareholders may also vote by post, in legal conditions.The vote or proxy issued by a middleman who, either has notdeclared himself as registered middleman, holder of securitieson behalf of third parties not domiciled in France, or has notdisclosed the identity of the owners of the shares for which he isregistered, in accordance with the regulations in force, shall notbe taken into account(…)”Eleventh resolutionAuthorisation to reduce the capitalby cancelling treasury sharesHaving considered the reports of the Board of Directors and theStatutory Auditors, the shareholders resolve to authorise the Boardof Directors, in accordance with the provisions of Article L. 225-209of the French Commercial Code (Code de commerce), to reduce theshare capital at any time, on one or more occasions, up to a maximumof 10% of the share capital existing on the date of cancellation (that isadjusted for capital transactions after this resolution is passed) withina period of twenty-four months, by cancelling shares purchased bythe Company under an authorisation granted by ordinary resolutionof the shareholders.The shareholders give full powers to the Board of Directors to use thisauthorisation within the above limits and, in particular, to place theshare cancellations on record and deduct the difference between thepurchase price of the shares and their par value from the reserve orshare premium account of its choice, amend the by-laws accordinglyand fulfil all and any formalities.This authorisation is given for a period of twenty-six months as ofthe date of this meeting. It cancels and supersedes the authorisationgiven under the thirty-ninth resolution passed at the Annual GeneralMeeting of 19 May 2009.The Board of Directors shall accordingly take all necessary measuresand fulfil all legal and statutory formalities related to the sharecancellations and, in particular, amend the by-laws after eachcancellation to reflect the new capital.Registration Document 2010 | Casino Group213