2010 REGISTRATION DOCUMENT (3.4 Mo) - Groupe Casino

GENERAL MEETINGProposed resolutions6Thirteenth resolutionAuthorisation given to the Board of Directorsto issue, without pre-emptive rights, sharesor securities carrying rights to new or existingshares of the Company or existing shares of anycompany in which it directly or indirectly ownsmore than 50% of the share capital, or carryingrights to 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. 225-135, L. 225-136, L. 228-91,L. 228-92, L. 228-93 et seq. of the French Commercial Code (Codede commerce), the shareholders hereby resolve to authorise the Boardof Directors and, by delegation, the Chief Executive Officer or, with thelatter’s agreement, one or several Chief Operating Officers, to makepublic offers of shares or securities carrying immediate or deferredrights to shares, debt securities or existing shares of the Company orexisting shares of any company in which it directly or indirectly holdsmore than 50% of the share capital. The authorisation may be usedon one or several occasions to make public offers in France or abroad.The timing and amounts of such issues shall be determined by theBoard. The rights to shares may be exercisable 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 may takethe form of dated or undated, subordinated or unsubordinated notes,denominated in Euros, in foreign currency or in monetary units basedon a basket of currencies.The aggregate par value of shares issued pursuant to this authorisationshall not exceed forty (40) 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 capital bya maximum of forty (40) million euros to enable holders of securitiesto exercise their rights to new Casino shares.The aggregate par value of securities carrying rights to debt securitiesshall 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.The shareholders waive their pre-emptive rights over the shares andsecurities carrying rights to shares. However, the Board of Directorsmay, at its discretion, grant shareholders a priority right to subscribefor the securities pro rata to their existing interest in the Company’scapital and/or a priority right to subscribe for any securities not takenup by the other shareholders. The Board of Directors is authorisedto set the terms and conditions of such priority right in accordancewith the provisions of the law and applicable regulations. Any shareswhich are not taken up under the priority right may be offered to thepublic in France, abroad or on the international market.In the case of a public exchange offer decided by the Company for itsown securities, the Board of Directors shall be authorised to deliver inexchange the securities referred to in article L. 228-91 of the FrenchCommercial Code that are issued pursuant to this authorisation.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.The issue price of shares shall be set by the Board of Directors at anamount at least equal to the minimum required by law on the date ofissue, which is currently the weighted average price of Casino shareson Euronext Paris for the three trading days that precede the issuepricing date, with a maximum discount of 5%, and where applicableafter adjustment of the average weighted price in the case of a differentdividend entitlement date.The issue price of securities carrying rights to shares, taking accountof the amount of the share entitlement, shall be set such that the sumreceived immediately by the Company, plus any amounts that mightsubsequently be received, shall, for each share issued on exerciseof the rights attached to the securities, be at least equal to the issueprice defined in the preceding paragraph.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 conditions of the rights to shares attached to the securitiesand any other terms and conditions of issue, including conferringguarantees 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.Registration Document 2010 | Casino Group215