2010 REGISTRATION DOCUMENT (3.4 Mo) - Groupe Casino

6GENERAL MEETINGProposed resolutionsFourteenth resolutionAuthorisation to be given to the Board of Directorsto issue shares and securities with rights to new orexisting shares of the Company or to debt securities,without pre-emptive rights, by way of placementwith the persons referred to in Article L. 411-2-IIof the French Monetary and Financial Code(Code monétaire et f inancier)Having considered the report of the Board of Directors and theStatutory Auditors’ special report and in accordance with articlesL. 225-129, L. 225-135 and L. 225-136 of the French CommercialCode (Code de commerce), the shareholders authorise the Board ofDirectors and, by delegation, the Chief Executive Officer or, with thelatter’s agreement, one or several Chief Operating Officers, to issue,without pre-emptive subscription rights for existing shareholders,shares 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 by way of placement with the persons referredto in article L. 411-2-II of the French Monetary and Financial Code(Code monétaire et financier). The authorisation may be used on oneor several occasions to carry out issues in France or abroad, eitherin Euros or in foreign currency. The timing and amounts of suchissues shall be determined by the Board. The rights to shares maybe exercisable for new or existing shares or a combination of both,at Board’s discretion. The subscription price may be paid in cash orsettled by capitalising debt.The shareholders resolve as follows:■■■■■■The securities carrying immediate or deferred rights to shares,debt securities of the Company or existing shares of a company inwhich the Company directly or indirectly holds more than 50% ofthe share capital may consist of debt securities or be attached todebt securities or permit the issue of debt securities as intermediatesecurities. They may take the form of dated or undated, subordinatedor unsubordinated notes, denominated in euros, in foreign currencyor in monetary units based on a basket of currencies.The shareholders waive their pre-emptive rights over the sharesand securities carrying immediate or deferred rights to shares infavour of the persons referred to in article L. 411-2-II of the FrenchMonetary and Financial Code (Code monétaire et financier).In the case of an allotment of new shares to holders of securitieswith rights to shares, this authorisation will automatically entail thewaiver by shareholders of their pre-emptive right to subscribe forthe shares to be issued on exercise of the rights attached to thesecurities.The issues carried out pursuant to this authorisation shall not resultin the Company’s share capital being increased by more than 10%per year. This limit shall be assessed at the issue date excludingthe par value of any shares to be issued at a later date on exerciseof all existing deferred rights.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 dateof issue, which is currently the weighted average price of Casinoshares on Euronext Paris for the three trading days that precedethe issue pricing date, with a maximum discount of 5%, and whereapplicable after adjustment of the average weighted price in thecase of a different dividend entitlement date.The issue price of securities carrying rights to shares, taking accountof the amount of the share entitlement, shall be set such that thesum received immediately by the Company, plus any amounts that■might subsequently be received, shall, for each share issued onexercise of the rights attached to the securities, be at least equalto the issue price defined in the preceding paragraph.This authorisation is given for a period of twenty-six months fromthe date of this Meeting. It cancels and supersedes all earliershareholder authorisations for the same purpose.The Board of Directors and, by delegation, the Chief ExecutiveOfficer, shall have full powers, within the limits set by the shareholdersand in accordance with the law, to use this authorisation and morespecifically to:■■■■■decide on the issue or issues to be made;set the terms and conditions, type and characteristics (including theissue price which may be with or without a premium) of the sharesor other securities to be issued and set the dividend entitlementdate, which may be retrospective;determine the persons referred to in article L. 411-2-II of the FrenchMonetary and Financial Code (Code monétaire et financier) withwhom the shares or securities will be placed;place on record the resulting capital increase or increases andamend the by-laws accordingly;deduct the issue expenses from the issue premium if any.More generally, the Board of Directors and, by delegation, the ChiefExecutive Officer shall have all the powers set out in the final twoparagraphs of the twelfth resolution.Fifteenth resolutionAuthorisation given to the Board of Directors to fixthe price of issues without pre-emptive subscriptionrights on the basis decided by shareholders, pursuantto article L. 225-136 of the French Commercial CodeHaving considered the report of the Board of Directors and theStatutory Auditors’ special report, the shareholders resolve, inaccordance with article L. 225-136 of the French Commercial Code(Code de commerce), to authorise the Board of Directors, and, bydelegation, the Chief Executive Officer or, with the latter’s agreement,one or several Chief Operating Officers, to set the price of an issuecarried out pursuant to the thirteenth and fourteenth resolutions of thisMeeting on the following basis, as an exception to article L. 225-136paragraph 1 of the Code:■■The issue price shall be equal to the weighted average price ofCasino shares for the ten trading days that precede the issuepricing date, with a maximum discount of 5%.The issue price of securities carrying rights to shares, taking accountof the amount of the share entitlement, shall be set such that thesum received immediately by the Company, plus any amounts thatmight subsequently be received, shall, for each share issued onexercise of the rights attached to the securities, be at least equalto the issue price defined in the preceding paragraph.The issues carried out pursuant to this authorisation shall not resultin the Company’s share capital being increased by more than 10%per year. This limit shall be assessed at the issue date and shall notinclude the par value of any shares to be issued at a later date onexercise of all existing deferred rights but including the impact of anycapital transactions carried out after the date of this Meeting.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.216 Casino Group | Registration Document 2010