2010 REGISTRATION DOCUMENT (3.4 Mo) - Groupe Casino

31 DECEMBER 2010Subsequent Events2Compañía Brasileira de Distribuiçao –CBD (Brazil) Parent companyof Grupo Pão de Açúcar (GPA)In 2005, the Casino Group entered into a partnership agreement withthe family of Abilio Diniz providing for joint control over the holdingcompany and GPA. As a result, their shareholder pact was revised.The two shareholders now have equal representation on the Boards ofDirectors of the holding company and GPA. CBD’s Board of Directorshas fourteen members, including five representing the Casino Group,five representing the Diniz family and four independent directorsappointed by mutual agreement of the Casino Group and the Dinizfamily. Abilio Diniz remains Chairman of CBD and has been appointedChairman of the holding company.All major management decisions are taken by unanimous agreement.Casino and Abilio Diniz have a right of veto over certain decisions.They appoint the Chief Executive of CBD by mutual agreement.Under the shareholder pact, the Diniz family undertook not to sell itsshares in the holding company for nine years, and Casino undertooknot to sell its shares for a period of eighteen months from July 2005,the date on which joint control was implemented. In 2008, Casinoexercised its call option over a block of shares representing 5.6% ofthe voting rights and 2.4% of the share capital.After these lock-up periods, each shareholder has a right of firstrefusal should the other party wish to sell its shares.The parties have also agreed to a certain number of changes to thepact in 2012 designed to shift the percentage of control over CBDbetween them, depending on the circumstances. As of that year,Casino will have the right to appoint the Chairman of the holdingcompany. If Casino exercises this right, the pact allows for a changein the two parties’ respective percentage control over the holdingcompany through the exercise of call and put options. However, thiswill not give rise to any financial commitment binding on the CasinoGroup without its prior agreement.2.3.5. PLEDGED ASSETSAssets pledged by the Company or companies in the Group do not represent a material percentage of the Group’s fixed assets (€119 millionrepresenting 0.7% of non-current assets).2.3.6. RELATED-PARTY TRANSACTIONSThe Company has relations with all its subsidiaries in its day-to-daymanagement of the Group. These relations are described onpage 23.As a result of the Group’s legal and operational organisation structure(see page 25), various Group companies may also have businessrelations or provide services to each other.The Company also receives advice from its majority shareholder,Groupe Rallye, through Euris, the ultimate holding company, undera strategic advice and assistance contract signed in 2003.The Statutory Auditors’ special report on regulated agreements signedbetween the Company and (i) the Chairman and Chief ExecutiveOfficer, (ii) a director, or (iii) a shareholder owning more than 10% ofthe Company’s voting rights, or in the case of a corporate shareholderthe company controlling that shareholder, and which were not enteredinto on arm’s length terms is presented on page 153.Details of related-party transactions can be found in note 34 to theconsolidated financial statements.2.4. SUBSEQUENT EVENTS■ On 6 January 2011, Casino announced its buyout of the remaining18.6% stake of Cdiscount owned by the Charle brothers. The Groupnow holds a 99.6% interest in the company. The Charle brothers,who are planning to pursue other business projects, will also giveup their operating responsibilities at Cdiscount, which will continueto be managed by Olivier Marcheteau, Chairman of the Board ofDirectors, and Emmanuel Grenier, Managing Director.■ On 10 February 2011, Casino was informed that the Court ofArbitration handed down the Baud family’s claim for paymentof Franprix and Leader Price dividends for 2006 and 2007, dueto the observed errors and irregularities in their financial statements.As a result of this new decision, Casino will be required to pay only€34 million, corresponding to (i) the Franprix and Leader Pricedividends for 2008, (ii) additional consideration for the Franprixand Leader Price shares previously acquired by Casino and (iii) lateinterest over and above the €18 million already paid to the Baudfamily. This amount of €34 million is significantly less than the€67 million provision that had been booked in the Casino Group’saccounts.Registration Document 2010 | Casino Group29