2010 REGISTRATION DOCUMENT (3.4 Mo) - Groupe Casino

GENERAL MEETINGProposed resolutions6The Board of Directors shall have full powers to:■■■■■draw up the list of grantees;determine the number of options to be granted to each grantee;set, within the above limits, the option exercise price and exerciseperiod;decide to impose a vesting period for the options and/or a lock-upperiod for the shares acquired on exercise of the options, not toexceed three years from the exercise date;take all necessary decisions pursuant to this authorisation, delegateits authority to any other person and, generally, do everythingnecessary.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-third resolutionAuthorisation to grant stock options exercisablefor new shares to employees or officersof the Company or related companiesHaving considered the reports of the Board of Directors and theStatutory Auditors, the shareholders authorise the Board of Directorsto grant stock options on new shares to employees and officers of theCompany or the companies or intercompany partnerships referredto in article L. 225-180 of the French Commercial Code (Codede commerce). This authorisation may be used on one or severaloccasions. The directors of the Company are not entitled to receivestock options on new shares.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-second resolution ifpassed, but not taking into account options previously granted butnot yet exercised.The option exercise price shall not be less than the average of theopening prices quoted for the Company’s shares over the twentytrading days preceding the grant date. The life of the options shallnot exceed seven years.The shareholders resolve to waive their pre-emptive right to subscribefor the new shares to be issued pursuant to this authorisation, infavour of the option holders.In the event that the Company carries out any of the corporate actionsprovided for by law during the option exercise period, the Board ofDirectors shall adjust the number of shares to be issued on exerciseof the options and the exercise price on the basis prescribed by theapplicable regulations.The Board of Directors shall have full powers to:■■■■draw up the list of grantees;determine the number of options to be granted to each grantee;set, within the above limits, the option exercise price and exerciseperiod;decide to impose a vesting period for the options and/or a lock-upperiod for the shares acquired on exercise of the options, not toexceed three years from the exercise date.The Board of Directors shall also have full powers to:■■temporarily suspend the right to exercise the options in the case ofany transaction involving the detachment of a subscription right;charge the share issue costs against the related premiums;■■take all necessary decisions under this authorisation and delegatethe Board’s powers to any other person;place on record the share issues resulting from the exerciseof the options, amend the by-laws accordingly, and generallydo everything 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.Twenty-fourth resolutionAuthorisation given to the Board of Directorsto make share grants to employees and/or officersof the Company or related companiesHaving considered the reports of the Board of Directors and theStatutory Auditors and in accordance with articles L. 225-197-1et seq. of the French Commercial Code (Code de commerce), theshareholders authorise the Board of Directors to grant on one or moreoccasions in accordance with the provisions of articles L. 225-197-1to L. 225-197-5 of the French Commercial Code (Code de commerce)existing or new shares, without consideration, to employees of theCompany or certain categories of employee and to employees orofficers of companies or consortia related to the Company withinthe meaning of article L. 225-197-2 of the French Commercial Code(Code de commerce). The directors of the Company are not entitledto receive share grants.The total number of shares issued pursuant to this authorisation maynot exceed 1% of the total number of shares in issue on the dateof this Meeting.The Board of Directors is authorised as follows, alternatively orcumulatively, and within the limits referred to above:■■to grant shares purchased by the Company in accordance withthe provisions of articles L. 225-208 and L. 225-209 of the FrenchCommercial Code (Code de commerce); and/orto grant new shares to be issued by way of capital increase, inwhich case the Board of Directors is authorised to increase theshare capital by the number of shares granted and the shareholdersexpressly waive their pre-emptive rights over the shares issued infavour of the grantees.The vesting date of rights to the shares shall not be less than twoyears from the grant date determined by the Board of Directors. Inaccordance with the provisions of article L. 225-197-3 of the FrenchCommercial Code (Code de commerce), the rights are not transferableduring that period.Grantees are required to hold their shares for a minimum periodof two years after the vesting date. This period may be reduced orsuppressed if the vesting period is at least four years.The Board of Directors shall have full powers within the limits set outabove to do the following:■■■designate the grantees or the category or categories of personsentitled to the share grants, provided that no employee nor officerwho holds more than 10% of the share capital shall be grantedsuch shares, and provided that the share grant does not cause thegrantee to hold more than 10% of the share capital;make the share grants on one or more occasions at the times itdeems appropriate;set the terms and conditions of eligibility for the share grants,including but not limited to length of service, requirement to remainan employee or officer throughout the vesting period, or otherindividual or collective financial or performance requirements;Registration Document 2010 | Casino Group219