2010 REGISTRATION DOCUMENT (3.4 Mo) - Groupe Casino

31 DECEMBER 2010Share Capital and Share Ownership22.6.3. SHARE CAPITAL AUTHORISED BUT NOT YET ISSUEDAt their Annual General Meetings of 31 May 2007, 29 May 2008,19 May 2009 and 29 April 2010, the shareholders granted the Boardof Directors various authorisations to increase the share capital forthe purpose of raising funds in the market, if necessary, to financethe Group’s future growth and improve its financial position, as wellas to make share grants to Group employees and officers. Theseauthorisations are summarised in the table below:TransactionsCapital increase by issuing shares or securities carryingrights to new or existing shares of the company or existingshares of any company in which it directly or indirectly ownsmore than 50% of the share capital or to debt securities,with pre-emptive rights in the case of new share issuesCapital increase by issuing shares or securities carryingrights to new or existing shares of the company or existingshares of any company in which it directly or indirectly ownsmore than 50% of the share capital or to debt securitiesby means of an offering, without pre-emptive rights in thecase of new share issuesCapital increase by issuing shares or securities carryingrights to new or existing shares of the company or existingshares of any company in which it directly or indirectly ownsmore than 50% of the share capital or to debt securitiesby means of an offering as referred to in Article L. 411-2 IIof the French Monetary and Financial Code (Code monétaireet financier), without pre-emptive rights in the case of newshare issuesMaximumamountTerms andconditionsDate ofauthorisation Term Expiry€150 million (1) (2) with PE (*) 19 May 2009 26 months 18 July 2011€150 million (1) (2) without PE (*) 19 May 2009 26 months 18 July 201110% of shares without PE (*) 29 April 2010 15 months 28 July 2011held per year (1) (2)Capital increase by capitalising reserves, earnings, share €150 million (1) (2 - 19 May 2009 26 months 18 July 2011premiums or other capitalisable sums (1)Capital increase by issuing shares or share equivalentsto pay for contributions in kind made to the Companycomprising shares or share equivalentsCapital increase by issuing shares or share equivalentsin the event of a share exchange offer initiated by Casino,Guichard-Perrachon for the shares of another listed companyIssuance of stock warrants, with or without consideration,to shareholders that are exercisable at a discount to marketprice, while a takeover bid for the Company is in progressCapital increase by issuing shares to employees who aremembers of an employee share ownership plan providedby the Company or related companiesStock option grants to employees of officers of theCompany and related companies.Share grants of new or existing ordinary shares toemployees and officers of the Company and relatedcompanies10% of the share without PE (*) 19 May 2009 26 months 18 July 2011capital (1)€150 million (2) without PE (*) 19 May 2009 26 months 18 July 2011€150 million (2) - 19 May 2009 18 months 18 November20105% of the totalnumber of sharesoutstanding at thetime of issuance5% of the totalnumber of sharesoutstanding at thetime of grant2% of the totalnumber of sharesoutstanding at thetime of grantwithout PE (*) 19 May 2009 26 months 18 July 2011without PE (*) 29 April 2010 38 months 28 June 2013without PE (*) 29 May 2008 38 months 28 July 2011(*) PE = pre-emptive subscription rights.(1) The aggregate par value of the shares which may be issued, immediately or in the future, pursuant to the above authorisations, may not exceed €150 million.(2) The total amount of debt securities that may be issued, immediately or in the future, pursuant to the above authorisations, may not exceed €2 billion or its equivalent value in other currenciesor monetary units based on a basket of currencies.Registration Document 2010 | Casino Group33