2010 REGISTRATION DOCUMENT (3.4 Mo) - Groupe Casino

6GENERAL MEETINGProposed resolutionsTwelfth resolutionAuthorisation given to the Board of Directorsto issue, with pre-emptive rights, shares or securitiescarrying rights to new or existing shares ofthe Company or existing shares of any companyin which it directly or indirectly owns more than50% of the share capital, or securities carrying rightsto debt securitiesHaving considered the report of the Board of Directors and theStatutory Auditors’ special report and noted that the Company’sshare capital is fully paid up, in accordance with articles L. 225-127,L. 225-129, L. 225-129-2, L. 228-91, L. 228-92, L. 228-93 et seq. ofthe French Commercial Code (Code de commerce), the shareholdershereby resolve to authorise the Board of Directors and, by delegation,the Chief Executive Officer or, with the latter’s agreement, one orseveral Chief Operating Officers, to issue with pre-emptive rightsshares or securities carrying immediate or deferred rights to shares,debt securities or existing shares of the Company or existing sharesof any company in which it directly or indirectly holds more than 50%of the share capital. The authorisation may be used on one or severaloccasions to carry out issues in France or abroad. The timing andamounts of such issues shall be determined by the Board. The rights toshares may be exercisable, at Company’s discretion for new or existingshares or a combination of new and existing shares. The subscriptionprice may be paid in cash or settled by capitalising debt.The securities carrying immediate or deferred rights to shares, debtsecurities or existing shares of a company in which the Companydirectly or indirectly holds more than 50% of the share capital mayconsist of debt securities or be attached to debt securities or permitthe issue of debt securities as intermediate securities. They maytake the form of dated or undated, subordinated or unsubordinatednotes, denominated in euros, in foreign currency or in monetary unitsbased on a basket of currencies. Issues of warrants to subscribe forshares of the Company may be made for consideration or by way ofallotment for no consideration to the holders of existing shares. TheBoard of Directors shall have the right to decide that any fractionalallotment rights will not be negotiable and that the correspondingsecurities will be sold.The aggregate par value of shares issued pursuant to this authorisationshall not exceed eighty (80) million euros and the aggregate parvalue of debt securities shall not exceed two (2) billion euros (or theequivalent in foreign currency or in monetary units based on a basketof currencies).The Board of Directors shall be authorised to increase the capitalby a maximum of eighty (80) million euros to enable holders ofsecurities to exercise their rights to new Casino shares. This ceilingdoes not include the par value of any additional shares to be issuedto protect the right of holders of securities carrying rights to shares,in accordance with the law.The aggregate par value of debt securities that may be issued in thefuture shall not exceed two (2) billion euros or the equivalent in foreigncurrency or in monetary units based on a basket of currencies, notincluding the amount of any redemption premium.As allowed by law, in the case of an issue or allotment of newshares, the Board may, at its discretion, grant existing shareholdersa pre-emptive right to subscribe for any shares not taken up byother shareholders pursuant to their pre-emptive rights. If theissue is oversubscribed, these rights will be exercisable pro rata toeach participating shareholder’s existing interest in the Company’scapital.If the issue is not taken up in full by shareholders exercising theirpre-emptive rights as provided for above, the Board may limit theamount of the issue to the subscriptions received, provided that atleast three-quarters of the issue has been taken up.In addition, if the issue is not taken up in full by shareholders exercisingtheir pre-emptive rights as provided for above, the Board may allocateall or some of the unsubscribed shares or securities as it deemsappropriate and/or offer all or some of the unsubscribed securitiesto the public.In the case of an allotment of new shares to holders of securities withrights to shares, this authorisation will automatically entail the waiverby shareholders of their pre-emptive right to subscribe for the sharesto be issued on exercise of the rights attached to the securities.This authorisation is given for a period of twenty-six months from thedate of this Meeting. It cancels and supersedes all earlier shareholderauthorisations for the same purpose.Within the limits set by shareholders and those prescribed by law, theBoard of Directors shall have full powers to decide the issue or issues,set the issue terms, conditions and characteristics – including the issueprice of the shares and other securities to be issued, which may ormay not include a premium, and the dividend entitlement date of thenew shares, which may be retrospective – set the method of payingfor the shares or securities carrying immediate or deferred rights toshares, place on record the resulting capital increases, deduct theissue expenses from the premium, amend the by-laws to reflect thenew capital and where applicable apply for the shares or securitiesissued to be admitted to trading on a regulated market.Specifically, the Board of Directors shall have full powers to:■■■■■■decide the amount of any immediate or deferred issue of debtsecurities, the term of the securities, the currency of issue, anysubordination clauses, the fixed, variable zero coupon, indexed orother interest rate and its payment date, terms for rolling up interest,the fixed or variable redemption price, which may or may not includea premium, the repayment terms based on market conditions andthe terms and conditions of the rights to shares attached to thesecurities and any other terms and conditions of issue, includingconferring guarantees or collateral;amend, during the life of the securities concerned, the terms andconditions of the securities issued or to be issued in accordancewith the applicable formalities;take any and all measures to protect the rights of holders of rightsand securities convertible, exchangeable, redeemable or otherwiseexercisable for shares;suspend, if necessary, exercise of the rights attached to thesecurities for a period determined in accordance with the provisionsof the law and regulations;decide the characteristics of the securities carrying rights to debtsecurities, the type of debt securities covered by the rights, theirnominal value and interest accrual date, their issue price, whichmay or may not include a premium, their fixed and/or variableinterest rate, the interest payment date or, in the case of variablerate securities, the method of determining the interest rate, andany interest capitalisation terms;sign any and all agreements, in particular with any banks, take anyand all measures, and carry out any and all formalities to properlycomplete any issue decided pursuant to this authorisation.214 Casino Group | Registration Document 2010