2010 REGISTRATION DOCUMENT (3.4 Mo) - Groupe Casino

6GENERAL MEETINGProposed resolutions■■■■■■■set the vesting period and lock-up period during which the sharesmay not be sold, within the limits set out in this resolution;register the shares granted on a securities account in the name ofthe holder, with reference to the lock-up period and its duration;release the shares from lock-up in the event of the beneficiary’sredundancy, retirement, second or third degree disability withinthe meaning of article L. 341-4 of the French Social Security Code(Code de la Sécurité sociale), or death;create a special non-distributable reserve for the grantees’ rights bytransferring a sum equal to the par value of the shares to be issuedthrough capital increase from an ordinary reserve account;deduct the sums required from the special reserve to pay for thepar value of the shares to be granted;in the event of a capital increase, alter the by-laws accordingly andfulfil any necessary formalities;take all measures to protect and adjust the rights of grantees duringthe vesting period in the event of a capital transaction referred to inarticle L. 228-99, paragraph one, of the French Commercial Code(Code de commerce), in accordance with paragraph 3 thereof.In accordance with the provisions of articles L. 225-197-4 andL. 225-197-5 of the French Commercial Code (Code de commerce),a special report shall be prepared each year advising the shareholdersof transactions carried out pursuant to this authorisation.This authorisation is given for a period of twenty-six months. It cancelsand supersedes all earlier shareholder authorisations for the samepurpose.Twenty-fifth resolutionAuthorisation given to the Board of Directorsto issue new shares or allot existing shares to employeesHaving considered the report of the Board of Directors and theStatutory Auditors’ special report, and in accordance with articlesL. 3332-18 et seq. of the French Labour Code (Code du travail)and article L. 225-138-1 of the French Commercial Code (Code decommerce), the shareholders authorise the Board of Directors, withthe ability to subdelegate in accordance with articles L. 225-129-2and L. 225-129-6 of the French Commercial Code, to issue ordinaryshares on one or several occasions at its sole discretion:■■in connection with an issue for cash of securities carrying rightsto shares; orat any time when the information given in the report of the Boardof Directors provided for by article L. 225-102 of the FrenchCommercial Code (Code de commerce) indicates that the aggregatenumber of shares held by employees of the Company or relatedcompanies within the meaning of article L. 225-180 of the FrenchCommercial Code (Code de commerce) represents less than 3%of the issued capital.The shares shall be offered exclusively to employees who are membersof an employee stock ownership plan set up by Casino, Guichard-Perrachon and related companies, which is governed by articleL. 233-16 of the French Commercial Code (Code de commerce) andarticle L. 3332-18 of the French Labour Code (Code du travail).The shareholders waive their pre-emptive right to subscribe for theshares issued pursuant to this authorisation in favour of eligibleemployees.The total number of shares that may be issued pursuant to thisauthorisation may not exceed 4% of the total number of sharesoutstanding on the date of this Meeting. This amount is not includedin the limit ceiling set in the thirteenth resolution or the blanket ceilingset in the twentieth resolution.The issue price shall be set in accordance with the provisions of articleL. 3332-19 of the French Labour Code (Code du travail).The Board of Directors is also authorised to make stock grants orgrants of other securities carrying rights to shares for no consideration.The total benefit resulting from such grants and, if applicable, theemployer’s matching contribution and discount to the market price,may not exceed the legal or regulatory limits.The Board of Directors is authorised to sell shares bought back bythe Company in accordance with articles L. 225-206 et seq. of theFrench Commercial Code (Code de commerce) to employees whoare members of an employee stock ownership plan set up by Casino,Guichard-Perrachon and related companies within the meaning ofarticle L. 233-16 of the French Commercial Code (Code de commerce),which is governed by the provisions of articles L. 3332-18 et seq. ofthe French Labour Code (Code du travail). Said sales may be madeon one or several occasions at the Board’s discretion, provided thatthe total number of shares sold does not exceed 4% of the totalnumber of Casino shares outstanding on the sale date.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.The share issue(s) shall be limited to the number of shares subscribedby employees either directly or through a corporate mutual fund.The Board of Directors is authorised, in accordance with the provisionsof article L. 225-135-1 of the French Commercial Code (Code decommerce), to issue a higher number of shares than that originallyset, at the same price agreed for the original issue, within the limitsof the ceiling set out above.The Board of Directors shall have full powers, with the right ofdelegation provided for by law, to use this authorisation and to carryout the share issue(s) within the above limits, and to determine thetiming, periods and terms of said issues subject to compliance withthe provisions of the law and the by-laws. Specifically, the Board ofDirectors shall have full powers to:■■■■■set the terms and conditions of the future share issue(s) and decidewhether said issue(s) will be made to eligible employees directly orthrough a corporate mutual fund;set the amount of the share issue, the subscription dates andperiod, the method and period of payment of the subscriptionor purchase price, the conditions of eligibility to be fulfilled byemployees participating in the share issue or sale in terms ofminimum service period;at the Board’s discretion, after each share issue, charge the shareissuance costs against the related premium and deduct fromthe premium the amounts necessary to raise the legal reserve toone-tenth of the new capital;place the issues on record and amend the by-laws to reflect thenew capital;generally, take any and all measures and carry out any and allformalities that are necessary for the issue, listing and servicing ofthe shares issued pursuant to this authorisation.Twenty-sixth resolutionPowers for formalitiesThe shareholders grant full powers to the bearers of an original, excerptor copy of the minutes of this Meeting for the purpose of any filing,publication or other formalities required by law.220 Casino Group | Registration Document 2010