2010 REGISTRATION DOCUMENT (3.4 Mo) - Groupe Casino

GENERAL MEETINGProposed resolutions6Sixteenth resolutionAuthorisation given to the Board of Directorsto increase the amount of any oversubscribed issueswith or without pre-emptive rightsHaving considered the reports of the Board of Directors and theStatutory Auditors, the shareholders resolve, in accordance with articleL. 225-135-1 of the French Commercial Code (Code de commerce),to authorise the Board of Directors, and, by delegation, the ChiefExecutive Officer or, with the latter’s agreement, one or several ChiefOperating Officers, to increase the amount of shares or securities issueinitially pursuant to the twelfth, thirteenth and fourteenth resolutions ofthis Meeting, within the limits set in the twelfth, thirteenth and fourteenthresolutions and the blanket limit set in the twentieth resolution. Theadditional shares or securities shall be offered at the same price as theoriginal issue, in accordance with article L. 225-135-1 of the FrenchCommercial Code (Code de commerce).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.Seventeenth resolutionAuthorisation given to the Board of Directorsto issue bonus shares to be paid up by capitalisingreserves, profits, additional paid-in capitalor other capitalisable sumsHaving considered the report of the Board of Directors, theshareholders resolve, in accordance with articles L. 225-129 andL. 225-30 of the French Commercial Code (Code de commerce),to authorise the Board of Directors, and, by delegation, the ChiefExecutive Officer or, with the latter’s agreement, one or several ChiefOperating Officers, to increase the capital by capitalising reserves,profits, additional paid-in capital or other capitalisable sums andissuing bonus shares and/or raising the par value of existing shares.The timing and amounts of such transactions shall be determined atthe Board’s discretion.The amount by which the capital may be increased pursuant to thisauthorisation shall not exceed eighty (80) million euros, not includingthe amount necessary to protect the rights of holders of securitiescarrying rights to shares in accordance with the law.The Board of Directors shall have full powers to implement thisauthorisation and specifically to:■■■■decide all the terms and conditions of the authorised transactions,including the amount and origin of the capitalised sums, the numberof new shares to be issued and/or the amount by which the parvalue of existing shares is to be increased, and the date – whichmay be retrospective – from which the new shares will carry dividendrights or the increase in the par value will come into effect;take any and all measures to protect the rights of holders ofsecurities carrying rights to shares that are outstanding on the dateof the capital increase;decide the treatment of rights to fractions of shares. In particular,the Board may decide that these rights will not be transferable ortradable and that the corresponding shares will be sold, with thesale proceeds allocated among the rights holders within 30 daysof the date when the whole number of shares allotted to them isrecorded in their securities account;place on record the capital increase, amend the by-laws to reflectthe new capital, apply for the shares to be admitted for tradingon a regulated market and carry out any and all publicationformalities;■generally, take any and all measures and carry out any and allformalities required for the capital increase to become effective.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.Eighteenth resolutionAuthorisation given to the Board of Directorsto issue, without pre-emptive rights, sharesor securities with rights to shares in the eventof a public exchange offer initiated by Casino,Guichard-Perrachon for the shares or othersecurities of another listed companyHaving considered the report of the Board of Directors and theStatutory Auditors’ special report, the shareholders resolve toauthorise the Board of Directors, and, by delegation, the ChiefExecutive Officer or, with the latter’s agreement, one or several ChiefOperating Officers, to issue shares or securities with immediate ordeferred rights to the share capital of the Company in payment forthe shares or other securities of another company (the “target”) listedon one of the regulated markets referred to in article L. 225-148 ofthe French Commercial Code (Code de commerce) tendered to apublic exchange offer, mixed cash and exchange offer or cash offerwith an exchange alternative initiated by the Company.The shareholders further resolve to waive their pre-emptive right tosubscribe for the new shares or the securities with rights to the newshares or debt securities to be issued pursuant to this authorisation,in favour of the holders of shares or other securities of the target.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 capital bya maximum of eighty (80) million euros to enable holders of securitiesto exercise their rights to new Casino shares.The shareholders note that the issue of securities with rights toshares will automatically entail the waiver of their pre-emptive rightto subscribe for the shares to be issued on exercise of the rightsattached to the securities.The Board of Directors shall have full powers to initiate the public offersreferred to in this resolution, to set the exchange ratio and any balancepayable in cash, to place on record the number of securities tenderedto the offer, to set the terms and conditions, type and characteristicsof the shares or other securities to be delivered in exchange, torecognise any share premium in equity, to deduct all transaction costsand expenses from the premium, to complete all and any formalitiesand declarations and request all and any authorisations required forthe proper execution of the transactions carried out pursuant to thisauthorisation and, more generally, do all things necessary.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.Registration Document 2010 | Casino Group217