2010 REGISTRATION DOCUMENT (3.4 Mo) - Groupe Casino

231 DECEMBER 2010Share Capital and Share OwnershipSummary of stock transactionsThe table below shows details of treasury shares bought and sold between 1 January and 31 December 2010, and between 1 January and31 January 2011, together with the number of treasury shares held by the Company:Ordinary shares% of capital represented by totalnumber of shares heldNumber of shares held at 31 December 2009 85,030 0.08Number of shares purchased under a liquidity contract 2,180,089Number of shares sold under a liquidity contract (2,180,089)Number of shares arising on the exercise of call options 25,445Number of shares vested under stock grant plans (78,072)Number of shares cancelled (25,445)Number of shares held at 31 December 2010 6,958 0.006Number of shares purchased under the liquidity contract 238,645Number of shares sold under the liquidity contract (112,024)NUMBER OF SHARES HELD AT 31 JANUARY 2011 133,579 0.12At the year-end, the company owned 6,958 shares (purchase cost:€0.36 million) with a par value of €1.53, representing 0.006% of theshare capital. Based on closing prices on 31 December 2010 (€72.95),their market value totalled €0.51 million.At 31 January 2011, the Company owned 133,579 shares (purchasecost: €0.94 million) with a par value of €1.53, representing 0.12%of the share capital. Based on closing prices on 31 January 2011(€71.37), their market value totalled €9.53 million.They have been allocated as follows:■■126,621 shares to the liquidity contract;6,958 shares to cover stock option, share ownership or stock grantplans for employees and officers of the Group.On 31 December 2010, Germinal SNC, an indirectly wholly-ownedsubsidiary, held 928 ordinary shares.At the Annual General Meeting of 14 April 2011, shareholders willbe asked to renew the authorisation for the Board of Directors topurchase Company shares pursuant to Article L. 225-209 of theFrench Commercial Code (Code de commerce), notably for thefollowing purposes:■■■to maintain a liquid market in the Company’s shares throughmarket-making transactions carried out by an independentinvestment services provider acting in the name and on behalf ofthe Company under a liquidity contract that complies with a codeof ethics approved by the French securities regulator (Autorité desmarchés financiers);to implement stock option plans pursuant to Articles L. 225-177et seq. of the French Commercial Code (Code de commerce),employee savings plans pursuant to Articles L. 3332-1 et seq. ofthe French Labour Code (Code de travail) and share grants pursuantto Articles L. 225-197-1 et seq. of the French Commercial Code(Code de commerce);to allot shares upon exercise of rights attached to securitiesredeemable, convertible, exchangeable or otherwise exercisablefor shares;■■■to keep shares for subsequent delivery in payment or exchange forshares of another company in accordance with market practicesapproved by the French securities regulator (Autorité des marchésfinanciers);to cancel shares, in order to increase earnings per share;to implement any other market practices authorised in the futureby the French securities regulator (Autorité des marchés financiers)and, generally, to carry out any transaction allowed under currentlegislation.The shares may be purchased, sold, transferred or exchanged by anymethod, including through block trades or other transactions carriedout on the regulated market or over-the counter. The authorisedmethods include the use of any derivative financial instruments tradedon the regulated market or over-the-counter and of option strategies,on the basis authorised by the competent securities regulators,provided that the use of such instruments does not significantlyincrease the shares’ volatility. The shares may also be used forstock lending transactions in accordance with Articles L. 211-22 etseq. of the French Monetary and Financial Code (Code monétaireet financier).The maximum authorised purchase price will be €100 per ordinaryshare.The use of this authorisation may not have the effect of increasingthe number of shares held in treasury to more than 10% of the totalnumber of shares outstanding. Based on the number of sharesoutstanding on 31 January 2011, less the 134,507 shares held intreasury at that date, and assuming that the shares held in treasuryare not cancelled or sold, the maximum limit is 10,932,615 shares.The maximum amount that may be invested in the share buybackprogramme is therefore €1,093.26 million.The authorisation will be valid for a period of twenty-six months.At the Annual General Meeting of 19 May 2009, the shareholdersrenewed their authorisation for the Board of Directors to reduce theshare capital by cancelling treasury shares for a period of 36 monthsuntil 18 May 2012.32 Casino Group | Registration Document 2010