2010 REGISTRATION DOCUMENT (3.4 Mo) - Groupe Casino

6GENERAL MEETINGProposed resolutionsNineteenth resolutionAuthorisation to issue shares or securities carryingrights to shares, representing up to 10% of theCompany’s issued capital, in payment for sharesor securities carrying rights to shares of anothercompanyHaving considered the reports of the Board of Directors and theStatutory Auditors, the shareholders resolve, pursuant to articleL. 225-147 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 issue shares or securities with rights to sharesin payment for the shares or other securities of another company(the “target”) in a transaction not covered by article L. 225-148 ofthe French Commercial Code (Code de commerce). The amount ofany such issue will be determined based on the values specified inthe report issued by the merger auditor appointed pursuant to thefirst and second paragraphs of said article L. 225-147, provided thatthe issue does not result in the capital being increased by more than10%. Existing shareholders shall insofar as necessary waive theirpre-emptive right to subscribe for the shares or other securities tobe issued, in favour of the holders of the shares or other securitiesof the target.The shareholders note that this authorisation automatically entailsthe waiver of their pre-emptive right to subscribe for the Casinoshares to be issued on exercise of the rights attached to securitiesissued pursuant to this authorisation, in favour of the holders of saidrights.The Board of Directors shall have full powers to use this authorisationand specifically to determine, based on the report of the mergerauditor appointed pursuant to the first and second paragraphs ofsaid article L. 225-147, the value of the acquired shares or othersecurities of the target, as well as any specific benefits to be grantedand the value thereof (including reducing the valuation of the sharestendered or specific benefits if the tendering shareholders agree), toset the terms and conditions, type and characteristics of the shares orother securities to be issued, to place on record the capital increaseor increases, to amend the by-laws to reflect the new capital, to carryout any and all filing and other formalities, to obtain any authorisationsthat are necessary to complete the acquisition, and generally to doeverything 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.Twentieth resolutionBlanket ceiling on f inancial authorisationsgiven to the Board of DirectorsHaving considered the report of the Board of Directors, and subject topassing the twelfth to nineteenth resolutions above, the shareholdersresolve as follows:■■The aggregate par value of any immediate and/or future debtsecurities issued pursuant to these resolutions, not including anyredemption premium, may not exceed two (2) billion euros or theequivalent in foreign currency or in monetary units based on abasket of currencies.The aggregate par value of any immediate and/or future capitalincreases made pursuant to these resolutions may not exceedeighty (80) million euros, not including the par value of any additionalshares to be issued to protect the rights of holders of securitiescarrying rights to shares in accordance with the law.The aggregate ceiling of eighty (80) million euros on share issues shallnot include the par value of shares:■■■■to be issued upon exercise of stock options granted to employeesand officers;to be allotted to employees and officers in the form of stockgrants;to be allotted to employees who are members of the Companycorporate savings plan, in accordance with the twenty-fifthresolution;to be allotted to shareholders in the form of stock dividends.Twenty-first resolutionAuthorisation of the issue by any company that holdsmore than 50% of the Company’s capital of securitiescarrying rights to existing Casino sharesHaving considered the report of the Board of Directors and theStatutory Auditors’ special report, in accordance with the provisionsof articles L. 228-91 et seq. of the French Commercial Code (Codede commerce), the shareholders resolve to authorise the Companyor any company that directly or indirectly holds more than half of theCompany’s capital to issue securities carrying immediate or deferredrights to existing Casino shares.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.Twenty-second resolutionAuthorisation to grant stock options exercisablefor existing shares to employees and officersof the Company or related companiesHaving considered the reports of the Board of Directors and theStatutory Auditors, the shareholders authorise the Board of Directors togrant stock options on shares bought back by the Company pursuantto the law, to employees and officers of the Company or the companiesor intercompany partnerships referred to in article L. 225-180 of theFrench Commercial Code (Code de commerce). This authorisation maybe used on one or several occasions. The Directors of the Companyare not entitled to receive stock options.The total number of shares to be issued on exercise of the optionsmay not exceed 2% of the total number of shares comprising theCompany’s share capital on the date of this Meeting, taking intoaccount options granted under the twenty-third resolution if passed,but not taking into account options previously granted but not yetexercised.The option exercise price shall not be less than either the average ofthe opening prices quoted for the Company’s shares over the twentytrading days preceding the grant date or the average price paid for theshares bought back by the Company pursuant to articles L. 225-208and L. 225-209 of the French Commercial Code (Code de commerce).The life of the options shall not exceed seven years.In the event that the Company carries out any of the corporate actionsprovided for by law during the option exercise period, the Boardof Directors shall adjust the number of shares to be purchased onexercise of the options and the exercise price on the basis prescribedby the applicable regulations.218 Casino Group | Registration Document 2010