Registration Document

Transcription

1 Registration Document 2009

2

3 Registration document 2009 / Casino Group Contents I 1 03 Presentation of the Casino Group FINANCIAL HIGHLIGHTS 04 SIGNIFICANT EVENTS OF THE YEAR 05 BUSINESS AND STRATEGY 08 REAL ESTATE AND INVESTMENTS Management report FINANCIAL HIGHLIGHTS 20 BUSINESS REVIEW 21 PARENT COMPANY BUSINESS REVIEW 28 SUBSIDIARIES AND ASSOCIATES 30 SUBSEQUENT EVENTS 36 OUTLOOK FOR 2010 AND CONCLUSION 37 SHARE CAPITAL AND SHARE OWNERSHIP 37 RISK FACTORS AND INSURANCE 49 ENVIRONMENTAL REPORT 54 EMPLOYMENT REPORT Consolidated financial statements STATUTORY AUDITORS REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS 64 CONSOLIDATED FINANCIAL STATEMENTS CONSOLIDATED INCOME STATEMENT 65 CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME 67 CONSOLIDATED BALANCE SHEET 68 CONSOLIDATED STATEMENT OF CASH FLOWS 70 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY 72 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Parent company financial statements STATUTORY AUDITORS REPORT ON THE ANNUAL FINANCIAL STATEMENTS 148 INCOME STATEMENT 149 BALANCE SHEET 150 CASH FLOW STATEMENT 152 NOTES TO THE PARENT COMPANY FINANCIAL STATEMENTS SIGNIFICANT ACCOUNTING POLICIES 153 NOTES TO THE INCOME STATEMENT AND BALANCE SHEET 155 FIVE-YEAR FINANCIAL SUMMARY 173 LIST OF SUBSIDIARIES AND ASSOCIATES 174 STATUTORY AUDITORS REPORT ON RELATED PARTY AGREEMENTS AND COMMITMENTS 176

4 2 I Contents Registration document 2009 / Casino Group 179 Corporate governance BOARD OF DIRECTORS AND MANAGEMENT 180 AUDITING OF FINANCIAL STATEMENTS STATUTORY AUDITORS 200 STATUTORY AUDITORS FEES 201 CHAIRMAN S REPORT CORPORATE GOVERNANCE BOARD PRACTICES 202 INTERNAL CONTROL AND RISK MANAGEMENT 208 STATUTORY AUDITORS REPORT 217 APPENDIX: BOARD OF DIRECTORS CHARTER Annual General Meeting REPORT OF THE BOARD OF DIRECTORS ON EXTRAORDINARY BUSINESS 226 STATUTORY AUDITORS REPORTS ON EXTRAORDINARY BUSINESS 229 ORDINARY RESOLUTIONS 232 EXTRAORDINARY RESOLUTIONS Additional information GENERAL INFORMATION ABOUT THE COMPANY 240 HISTORY OF THE COMPANY AND THE GROUP 245 THE MARKET FOR CASINO SECURITIES 248 CASINO S STORE BASE 250 PERSON RESPONSIBLE FOR THE REGISTRATION DOCUMENT AND ANNUAL FINANCIAL REPORT 252 TABLE OF CORRESPONDENCE - REGISTRATION DOCUMENT 254 TABLE OF CORRESPONDENCE - ANNUAL FINANCIAL REPORT 256

5 Registration document 2009 / Casino Group Presentation of the Group I 3 Presentation of the Casino Group 04. Financial highlights 05. Significant events of the year 08. Business and strategy 17. Real estate and investments

6 Presentation of the Group Registration document 2009 / Casino Group 4 I Financial highlights CONTINUING OPERATIONS (1) millions (2) Reported change Organic change (3) Revenue 26,757 27, % -1.0% EBITDA (4) 1,849 1, % -1.0% Trading profit 1,209 1, % -2.5% Profit from continuing operations, attributable to equity holders of the parent % Profit from discontinued operations, attributable to equity holders of the parent 48 (4) Total net profit attributable to equity holders of the parent % Underlying profit attributable to equity holders of the parent (5) % Cash flow 1,292 1, % (1) Super de Boer assets were disposed of at the end of In accordance with IFRS 5, the company s net income has been reclassified under Discontinued operations from 1 January (2) Data for 2008 restated in line with IFRIC 13. (3) Based on constant scope of consolidation and exchange rates, and excluding the impact of disposals to OPCI property mutual funds. (4) EBITDA = Earnings before interest, taxes, depreciation and amortisation. (5) Continuing operations adjusted for the impact of other operating income and expense, non-recurring financial items and non-recurring income tax expense/benefits (see Appendix p. 27). DEBT AND EQUITY millions Equity (before appropriation) 7,916 7,031 Net debt 4,072 4,851 Net debt to EBITDA ratio 2.2x 2.5x

7 Registration document 2009 / Casino Group Presentation of the Group I 5 Significant events of the year MARCH 2009 On March 5, 2009, Casino announced the contribution of a 334 million portfolio of property assets comprising Casino development projects and hypermarket retail and storage space to its subsidiary Mercialys under the Alcudia programme. The transaction, which represents a key milestone in the Alcudia programme, is part of the strategy underway since 2005 to capture and monetise the value of the Group s property assets. Mercialys issued 14.2 million new shares in exchange for the assets, raising Casino s interest in its capital from 59.7% to 66.1%. APRIL 2009 On April 1, 2009, Leader Price, Géant Casino Hypermarkets and the Caillé group, an independent Reunion retailer, an nounced an agreement concerning the rebranding of Caillé stores under the Leader Price and Géant Casino banners. The agreement reflects the strong appeal of the Géant Casino and Leader Price banners and their Casino and Leader Price private label brands. JUNE 2009 In line with the Mercialys IPO in 2005 and in order to comply with SIIC (French-style REIT) regulations, Casino decided to give its shareholders a direct stake in Mercialys s development and in the value creation potential represented by the asset contribution, as announced on March 5th. To this end, on June 2, 2009, all holders of Casino ordinary and preferred non-voting shares received a dividend distribution in Mercialys stock on the basis of one Mercialys share for every eight Casino shares held, in addition to the regular cash dividend of 2.57 per non-voting preferred share and 2.53 per ordinary share. Following the distribution of Mercialys shares, the Group s interest in Mercialys was reduced to approximately 50.4% of the share capital and voting rights (1). On June 8, 2009, GPA announced the acquisition of 70.24% of Globex and its Ponto Frio banner for BRL 824 million ( 302 million). With revenue of 1.6 billion at end-2008 and a total of 455 stores, Ponto Frio is Brazil s second largest retailer of household appliances and consumer electronics, an extremely buoyant market sector. The acquisition has significantly strengthened GPA s Brazilian leadership position. Following this acquisition, on September 21, 2009, GPA issued 16.9 million class B preferred shares. Casino subscribed to the issue, limiting the dilution of its percentage interest in GPA to 33.7% compared with 35.0% at end-june 2009 (for further details, please see note 3 to the consolidated financial statements p 90). (1) Rallye and Casino together own 58.0% of the share capital and voting rights.

8 6 I Presentation of the Group Registration document 2009 / Casino Group Significant events of the year On June 15, 2009, Casino converted all its 14,589,469 preferred non-voting shares into 12,505,254 ordinary shares on the basis of six ordinary shares for seven preferred nonvoting shares, following approval at a special class meeting of holders of preferred non-voting shares and at the annual general meeting of shareholders on May 19, The fractional preferred non-voting stock was transferred to the delisted compartment of NYSE Euronext Paris, where the corresponding rights were tradable until December 15, The aim of the transaction was to simplify the Company s capital structure and enhance its stock market profile by increasing the free float. On October 19, 2009, Casino announced the creation of GreenYellow, a wholly-owned subsidiary that will develop photovoltaic (PV) systems on store roofs and shopping centre parking lot shade structures. As a designer and promoter of solar power generating systems, GreenYellow has defined an ambitious development programme that involves equipping all of the Group s sites located in the south of a Bordeaux-Grenoble line, as well as in Corsica and Reunion Island. Further-out, non-group clients will be able to benefit from GreenYellow s expertise to equip their parking lots and commercial/industrial buildings with rooftop PV systems (for further details, please see Real estate and investments, page 17). JULY 2009 On July 2, 2009, the Court of Arbitration delivered its ruling in the dispute between Casino and the Baud family. The Court of Arbitration ruled that there was just cause to dismiss the members of the Baud family from the management bodies of Franprix and Leader Price and found that Casino had legitimate grounds to take over operational management of Franprix and Leader Price. The Court consequently confirmed that the value of the Baud family s remaining interests in Franprix and Leader Price, respectively 5% and 25%, should be calculated on the basis of a multiple of 14 times the average 2006 and 2007 earnings of the two companies, which corresponds to the position taken by Casino in its previous financial statements. The interest on the purchase consideration and the Baud family s claims for compensation in lieu of dividends will be examined at a later date by the Court of Arbitration. These amounts were recognised under other financial liabilities in the 2009 interim financial statements. OCTOBER 2009 On October 18, 2009, Super de Boer, a 57% Casino subsidiary, signed an agreement to sell all its assets and liabilities to Jumbo for the sum of approximately 550 million (or 4.82 per share). This price valued the company at 13.9x estimated 2009 EBITDA and generated a gross capital gain of some 60 million for Casino. The transaction enabled Casino to reduce its debt by about 400 million. It represents a key milestone in the approximately 1 billion asset disposal programme to be completed by the end of 2010, which is designed to give the Group increased financial flexibility. NOVEMBER 2009 On November 12, 2009, Casino acquired the Baud family s remaining stakes in Franprix (5%) and Leader Price (25%) for a total of million. The Group now owns 100% of both companies. The price was calculated by an independent expert based on the pricing formula agreed between the parties in 1998, and is thus close to the million already recognised in financial liabilities in the Group s interim balance sheet at June 30. On November 17, 2009, Casino announced plans to make changes to its organisation in France and speed up deployment of its precision retailing strategy. Reflecting this process, the Group has appointed a Chief Ope rating Officer, Hypermarkets and Supermarkets, to whom the two divisions General Executive Managing Directors will report. With the same objective of increasing operational efficiency and optimising the Group s purchasing strategy, the Non-Food Purchasing and Food Purchasing Departments have been combined. Lastly, a dedicated Finance Department for Casino France (covering the convenience, hypermarket and supermarket formats, Easydis, CIT and EMC Distribution) has been created to ensure a more proactive approach to managing the sub-group s performance. By streamlining decision-making processes, the new organisation is designed to improve coordination between banners with targeted customer strategies and pooled support functions, thereby enhancing the effectiveness of the Group s proprietary customer intelligence, purchasing and logistics systems.

9 Registration document 2009 / Casino Group Presentation of the Group I 7 DECEMBER 2009 On December 3, 2009, Casino subsidiary Exito announced the successful completion of a COP 435 billion ( 150 million) rights issue, placing 30 million shares at a price of COP 14,500 per share. The issue proceeds will enable Exito to pursue its expansion in Colombia, further consolidating its leadership, and to strengthen the company s balance sheet. Casino invested 29 million in the issue, acquiring 5.8 million shares. Exito has also renegotiated the put option on 22.5% of the capital of Carulla Vivero granted to its minority partners in this subsidiary. In accordance with the revised terms, Exito acquired the residual interest for the sum of $222 million, payable half in cash and half in stock, through the issuance of 14.3 million new shares to the minority shareholders. Following this buyout, Exito owned 99.8% of Carulla Vivero. After the two transactions, Exito had 333 million outstanding shares and was 54.8%-owned by Casino (versus 61.2% previously). The increase in Exito s free-float and its recent inclusion in the MSCI emerging markets index has raised the company s profile on the stock market. Furthermore, the two transactions have enabled Casino to reduce its consolidated net debt by around 195 million. On December 4, 2009, GPA announced the signature of a joint venture agreement between its subsidiary Ponto Frio and the retail business of Casas Bahia, Brazil s largest retai ler of household appliances, furniture and consumer electronics. The current shareholders of Casas Bahia will contribute their retail business to Ponto Frio in exchange for a 49% interest, while GPA will continue to hold a majority ownership in the company. GPA and Casas Bahia are also contributing their respective online operations to a new company, which will be 83%-owned by GPA and 17% by Casas Bahia. This new entity will be the second largest online retailer in Brazil. Casino welcomes this strategic agreement, which will enable GPA to consolidate its leadership of the Brazilian retail market, in both the food and consumer durables segments. It confirms Casino s aim of expanding in Brazil, a country enjoying fast growth in consumer spending and whose contribution to Group consolidated net sales will continue to increase.

10 Presentation of the Group Registration document 2009 / Casino Group 8 I Business & strategy MAJOR MILESTONES IN THE GROUP S HISTORY The Casino banner dates back to 1898, when Geoffroy Gui chard created Société des Magasins du Casino and opened the first store in Veauche in central France. Just three years later, in 1901, the first Casino brand products were launched, thus pioneering the private-label concept. The Group expanded rapidly until the eve of the Second World War, opening more than 500 stores in ten years. It initially fo cus ed on the Saint-Étienne and Clermont-Ferrand regions and during the 1930s expanded its reach down to the Côte d Azur. In 1939, the Group managed nine warehouses and almost 2,500 retail stores. In the 1950s, Casino embarked on a policy of diversifying its formats and its business activities. The first self-service store opened in 1948, the first Casino supermarket in 1960, the first Casino Cafétéria in 1967 and the first Géant hypermarket in Acquisition of L Épargne in 1970 extended the Group s operations to southwestern France. At the end of the 1970s, Casino broke into the international markets, launching a chain of cafeterias in the United States and then acquiring 90 cash & carry stores under the Smart & Final banner in The mid-1980s marked a turning point in the Group s expansion policy. It adopted a redeployment strategy aimed at achieving critical mass to improve its resilience in an increasingly competitive retail industry. This strategy consisted first and foremost of expanding its operations in France and refocusing on its core business as a retailer. Between 1985 and 1996, it acquired control of two retail companies in eastern and southern France, Cédis and La Ruche Méridionale. It signed partnership agreements with the Corse Distrib Group and with Coopérateurs de Normandie-Picardie. In 1992, it took over Rallye s retail business comprising hypermarkets, supermarkets and cafeterias. The Group also launched a programme to refurbish its hypermarkets and modernise its convenience store network, with the aim of repositioning both its corporate image and the image of its banners. Casino created Spar France in 1996 and acquired a stake in Monoprix-Prisunic in It also took a majority stake in the Franprix and Leader Price banners in 1997, making it the leading retailer in Paris. As a result of these developments, on the eve of the new millennium Casino had become one of France s leading retail groups. Leveraging its strong domestic position, the Group then decid ed to strengthen its international presence and embarked on an active international expansion policy. From 1998 to 2002, it acquired a large number of retail companies in South America (Libertad in Argentina, Disco in Uru guay, Exito in Colombia and GPA in Brazil), Asia (Big C in Thailand, Vindémia in Vietnam), the Netherlands (Laurus, now Super de Boer) and the Indian Ocean region (Vindémia in Reunion, Madagascar, Mayotte and Mauritius). It also moved into Poland and Taiwan, opening its first Polish hypermarket in Warsaw in 1996 followed by a Leader Price store in 2000, and its first hypermarket in Taiwan in Since 2000, Casino has strengthened its presence in France in the most buoyant formats and expanded in its most promising international markets. In France, Casino has adapted its business mix to meet changing market trends, first by strengthening its positioning in convenience and discount formats through major acqui sitions. In 2000, it acquired a stake in online retailer Cdiscount and raised its interest in Monoprix to 50%. In 2003, Casino and Galeries Lafayette renewed their partnership in Monoprix. At the end of 2008, the strategic agreement between the two partners was extended until 2012.

11 Registration document 2009 / Casino Group Presentation of the Group I 9 In 2004, the Group increased its interest in Franprix Holding to 95% and in Leader Price Holding to 75%. Since 2009, it has owned 100% of both companies. Secondly, Casino also began to develop other businesses connected with retailing, such as financial services and property. In 2001, it joined forces with Cofinoga to create Banque du Groupe Casino. In 2005, the Group s shopping centre pro - p erties were spun off into a new subsidiary, Mercialys, which was floated on the stock exchange. In the international markets, Casino began to refocus its business on two core regions, South America and Southeast Asia, to capitalise on their strong growth potential. From 2005 to 2007, the Group acquired joint control of the GPA Group in Brazil, and became majority shareholder of Exito in Colombia and Vindémia in the Indian Ocean region. In 2006, Casino sold its Polish retailing businesses and its 50% interest in the Taiwanese subsidiary Far Eastern Géant, followed by its interest in Smart & Final in the USA in In 2009, Casino sold its 57% interest in Dutch retailer Super de Boer. BUSINESS AND STRATEGY GROUP PROFILE IN 2009 Casino is a leading food retailer in France and abroad. At De cember 31, 2009, it operated a total of 10,984 stores in various retail formats. In France, which accounts for 66% of revenue and trading profit, Casino operates 117 hypermarkets (1), 761 supermarkets (1), 559 discount stores, 7,540 convenience stores and 277 cafeterias. In the international markets, which account for just over one third of revenue and trading profit, Casino operates in nine countries Brazil, Colombia, Thailand, Ar gentina, Uruguay, Venezuela, Vietnam, Madagascar and Mau ritius. 91% of international consolidated revenue comes from South America and Asia, its two core international regions. Casino holds leadership positions in both regions, where it operates a total of 1,570 stores including 290 hypermarkets. In 2009, consolidated revenue totalled 27 billion, a decrease of 1.2% on 2008, while net earnings were up 8.6% to 543 million. BUSINESS AND STRATEGY IN FRANCE Casino is France s third largest food retailer with almost 13% market share (2). The Group stands out in the French retail world for its multi-format structure and its heavy weighting to convenience and discount stores. Casino also pursues a strategy of differentiating its banners to meet new customer expectations. Lastly, its has a dual retailing and property business-development model. The French operations posted revenue of 17,664 million in 2009 and trading profit of 804 million, giving a 4.5% trading margin. FROM MASS MARKET TO PRECISION RETAILING The French retailing market is gradually evolving, driven by changing lifestyles and socio-demographic trends such as an aging population, smaller families, family members leading separate lives and growing individualisation of lifestyles. This has led to a greater diversity of retail formats and concepts, providing an alternative to the historically dominant hypermarket model, a broader and more segmented product offering and more individualised contact with consumers. In this environment, the Group s multi-format structure and its heavy weighting to convenience and discount formats are a definite competitive advantage. In 2009, the Group operated a total of 9,364 stores covering all food retailing formats. Convenience and discount stores are the most popular formats, accounting for 61% of the revenue and 71% of trading profit in France. (1) Excluding international affiliates (2) Source : TNS.

12 10 I Presentation of the Group Registration document 2009 / Casino Group Business & strategy Number of stores by format (At December 31, 2009) Number of stores Format/ Positioning (1) HYPERMARKETS 117 URBAN AND RURAL SUPERMARKETS 369 (1) CITY-CENTRE SUPERMARKETS 392 CONVENIENCE / NATIONAL (SUPERETTES) 789 DISCOUNT 559 (1) Excluding international affiliates Breakdown of sales by format (At December 31, 2009) Cdiscount 5% Other 3% FranprixLeader Price 23% Géant Casino 31% Monoprix 10% Superettes 9% In 2009, Casino Supermarket sales amounted to 3,355 million. (1) 6,751 CONVENIENCE / PARIS AREA almost 50% of which are Casino brand goods, plus a small non-food offering. The banner s positioning is based on a triple commitment fair prices, guaranteed quality and convenience. Casino Supermarkets continued its expansion policy during 2009, opening four new stores. Casino Supermarkets 19% A DIFFERENTIATING STRATEGY FOR PRECISION RETAILING Casino has chosen to develop a precision retailing approach to provide a tailored response to the expectations of different consumer groups. This strategy is reflected in a targeted positioning for each banner, sustained development of private-label goods and a personalised marketing approach developed in association with dunnhumby. A TARGETED POSITIONING FOR EACH BANNER Each banner has a different sales strategy, giving it a unique positioning much appreciated by consumers. Convenience stores THERE ARE FOUR CONVENIENCE STORE BANNERS: Casino Supermarkets Casino Supermarkets operate in town centres or rural areas, with a total of 390 stores. They are concentrated in three main regions the Rhône valley, greater Paris and southwestern France which account for more than 75% of its total stores. Casino supermarkets have an average selling area of 1,550 m2 offering mainly food products (92% of revenue), Monoprix Monoprix is the leading town centre food retailer, with 463 stores at end Its expertise in town centre retailing is reflected first and foremost in its stores. Its Citimarché concept, which has an average selling area of 1,800 m2, is designed to appeal to an active urban, mainly female, clientele. It stands out for its very broad and innovative offering (up to 60,000 items) in both food and non-food, with a wide range of private-label products. Monoprix s know-how is also based on its reputation as a live testingground for all new trends. While food sales account for two-thirds of the banner s revenue, which totalled 3,868 million in 2009, nearly 35% comes from cosmetics, apparel and household/leisure products. Monoprix has established solid leadership in cosmetics and personal care products thanks to a distinctive distribution channel midway between selective boutiques and mass retailers. Monoprix has also developed concept stores: Monop is an ultra-convenience concept unrivalled in France. With a selling area of 150 to 300 m2, these practical, welcoming stores provide a varied offering that meets basic daily needs as well as pleasure purchases. Monop operates in high traffic urban areas and is open six days a week from nine a.m. to midnight to cater for an active urban clientele. Beauty Monop is a store entirely dedicated to beauty and daily hygiene products. Aimed at men as well as women, Beauty Monop offers a broad selection of national brand products, designer brands and alternative brands that are usually sold in pharmacies. dailymonop combines fast food with ultra-freshness. With an average selling area of 50 to 100 m2, it offers a broad range of snacks, ready meals, dairy products, beverages, fruits and desserts, enabling consumers to choose a different menu every day. In 2008, Monoprix expanded its position in the booming organic segment with the acquisition of Naturalia, the leading specialist retailer of organic products in the Paris region with 41 outlets offering more than 5,000 items. In 2009, Monoprix pursued an active expansion policy across all its formats, opening four Citymarchés, ten Monop, five dailymonop and two Naturalia stores. Monoprix s 2009 consolidated revenue totalled 1,829 million.

13 Registration document 2009 / Casino Group Presentation of the Group I 11 Franprix Franprix is based mainly in Paris and, more recently, in the cen tre of large cities in the Rhône valley and Mediterranean basin. It is an ultra-convenience format with an average selling area of 450 m 2, offering a comprehensive range of family food products with a balanced mix between the major national brands and the competitively priced Leader Price label. Ease of access and flexible opening hours also contribute to its success. Franprix has established itself as a powerful, differentiated concept in the Parisian convenience segment, where it holds a significant share of the market. In 2008, to meet consumer demand for modern, convenient shopping facilities, Franprix launched a new store concept with a restyled look, a product offering geared more towards fresh produce and snacks, and longer opening hours. Franprix stepped up its expansion during the year, opening 92 new stores including 12 rebrandings, and continued to upgrade its stores with the new concept. At end-2009, Franprix operated a total of 789 stores. It will continue to expand rapidly in 2010 and has plans to open almost 100 new stores during the year. The target is to reach a total of 1,000 stores in In 2009, Franprix s revenue totalled 1,916 million. Superettes THERE ARE THREE SUPERETTE BANNERS: PETIT CASINO, VIVAL AND SPAR. Petit Casino Petit Casino is the Group s historic convenience format. It projects a friendly, welcoming image and offers an extensive range of food products including high-quality fresh produce. The banner is an integral part of local life in urban and suburban areas. Vival Vival operates mainly in villages and also projects an friendly, welcoming image. Alongside a food offering comprising mainly Casino brand goods, outlets also offer magazines, newspapers and tobacco products as well as fax and other services. Spar Spar operates in urban and suburban areas, offering a range of food products as well as services such as photo development, bus tickets, etc. Recognised expertise in franchising is one of the key strengths of the superette business model. In ten years, the number of franchise stores has increased to more than 4,800, mainly under the Spar and Vival banners. Franchising is an excellent growth driver and also provides a high return on capital. The network comprises 6,751 stores, covering the whole of France. The Group is continuing to expand and optimise the network, opening 492 (1) outlets and closing 417 (1) during With a selling area ranging from 12 to 800 m², the superette stores posted revenue of 1,506 million in The superettes are continuing their initiatives in the launching of new concepts. In the past few years, these include the development of vending solutions with Petit Casino 24 and Express by Casino in Esso service stations, as well as the introduction of food corners in airports and train stations. Discount Leader Price Leader Price, the Group s discount banner, operates in urban and suburban areas across France. It is aimed at price-sensitive consumers and offers an extensive food range (4,200 items), including fresh produce, frozen goods and a few core regional products, entirely under the Leader Price own brand and Le Prix Gagnant value line label. This distinguishing feature, coupled with low operating costs and inventory requirements, makes Leader Price a very at tractive franchise concept as illustrated by franchisees ongoing commitment to investing in the business model. During the year, 49 new stores were opened within the banner s sustained expansion program, bringing the total to 559 at the year-end. Leader Price plans to drive growth by continuing to expand rapidly in the future, with 100 new stores sche duled for 2010 and a target to reach a total of 1,000 in Net sales in 2009 totalled 2,822 million. Hypermarkets Géant Casino s positioning is based on an enjoyable, comfortable shopping experience in people-friendly stores, whose average selling area is 7,000 m 2 compared with the market standard of about 9,000 m 2. It stands apart from rival banners through its emphasis on private-label products, its expanded, prominently displayed fresh food offering, and the development of new non-food universes such as home decoration and lifestyle. At end-2009, Géant Casino operated 122 stores, mainly in southern France. To meet customers expectations, and particularly women who represent 75% of its hypermarket shoppers, Géant has been working on renovating its concept over the past few years with the aim of creating a more welcoming and more convenient environment. In late 2007, the new concept was tested in the Pessac hypermarket near Bordeaux and had been extended to almost 30 stores by the end of The store offering centres on fresh food, private-label products that provide good value for money and the fast-growing apparel, home and leisure segments. (1) Excluding wholesale stores.

14 12 I Presentation of the Group Registration document 2009 / Casino Group Business & strategy Géant Casino has also embarked on an ambitious plan to refocus its non-food offering on the more buoyant and profitable segments, such as apparel, home and leisure. Alongside the refocusing plan, store space is being reorganised and scaled down to improve return on capital employed. As a result, over 16,000 m 2 of selling and storage space (more than 1% of the total) are being transferred to Mercialys under the asset contribution made in 2009 (for further details, please see Real estate and investments, page 17). Another key differentiating factor was the launch of Alcudia in 2008, a plan to capture the value of the Group s shopping centres through Mercialys, its dedicated shopping mall investment company (please see below for further details on Mercialys). Géant Casino s revenue amounted to 5,548 million in E-commerce Cdiscount was founded in 1998 and became a Casino Group subsidiary in It is the leading French B to C e-commer ce site, posting double-digit growth in 2009 and outperforming its peers (1). As a multi-specialist, Cdiscount offers 100,000 items across more than 40 stores, organised into major universes such as leisure and culture, high-tech, IT, household equipment, footwear and apparel, health and beauty, and services (financ ing, insurance, etc.). Since its creation, Cdiscount has cultivated a clear positioning as a specialist in the Best products at the best prices. Its success is underpinned not only by this attractive price positioning but also by its innovative capability, its highly competitive cost structure and its fast commercial response. In 2009, Cdiscount expanded its offering to new universes such as apparel, footwear and travel, and also developed new services such as Video On Demand (VOD) revenue totalled 869 million, or more than 1 billion including VAT. Real estate A 51.1% subsidiary of Casino, Mercialys is an SIIC (Frenchstyle REIT) listed on the stock market since It is one of France s leading real estate investment companies and a major player in shopping centres. At end 2009, Mercialys had a portfolio of 168 properties including 99 shopping centres. It owns the Group s shopping centres and is responsible for enhancing their value through the Alcudia/Esprit Voisin programme (for further details, please see section Real estate and investments ). Other businesses THE GROUP HAS DEVELOPED A NUMBER OF OTHER RETAIL-RELATED BUSINESSES: Casino Restauration Casino Restauration was historically positioned in the fast food segment through its chain of Casino cafeterias. It has recently begun to reposition through innovative concepts such as theme restaurants (Villa Plancha), takeout foodservice (Coeur de Blé) and corporate foodservice (R2C, Restauration Collective Casino). Banque Casino Created in 2001 in partnership with Cofinoga, Banque Casino provides consumer finance in Géant Casino hypermarkets, Casino supermarkets and the Cdiscount site. SUSTAINED DEVELOPMENT IN PRIVATE-LABEL GOODS The Casino Group was a pioneer in private label products, launching its own brand as early as In 1931, it released its first advertising for private label products with the slogan Casino, above all a great brand. In 1959, the Group began to put sell-by dates on its products, well before the regulations were introduced, and in 1984, offered a double money-back guarantee on its products. Since 2005, the Group has stepped up the development of its own label. In 2005, the private-label mix was completely overhauled, including new-look packaging, specific promotional campaigns (e.g. Gratos) and the development of 340 core items. In 2006, the private-label platform was consolidated with the introduction of a new design across the entire range, an increased presence in the more buoyant markets and segments such as fresh produce and wines, and the launch of 451 new products in more specific segments was a year of differentiation, with the adoption of hig her quality communications, strong positioning in theme ranges (e.g. nutrition), and the launch of 500 new products including cosmetics and confectionery. Thanks to this sustained development policy, the Casino brand enjoyed double-digit sales growth from 2005 to The brand s strength lies in its competitive pricing, broad product range and ability to regularly renew its product lines. For example, more than 1,500 new products were introduc ed in Casino brand products were sold in almost 7,300 stores in 2009, making it the leading private label in FMCG and refrigerated products in terms of sales penetration. It now accounts for more than 50% of total volumes (2). (1) Source: ICE 30 Panel. (2) Private and value line FMCG and refrigerated products across all formats (Géant, Casino Supermarkets and convenience stores).

15 Registration document 2009 / Casino Group Presentation of the Group I 13 In 2009, the Casino product portfolio comprised more than 11,500 items including 5,100 food items covering broad product ranges, thereby providing a segmented offering tailored to the latest consumer trends and designed to meet each consumer s specific needs. The food ranges include Casino Délice for gourmet food lovers, Casino Ecolabel for shoppers sensitive to sustainable development issues and Casino Bio for consumers seeking organic products. In non-food, the product offering doubled between 2006 and 2009, and now comprises almost 6,500 items. The ranges include Ysiance for health and beauty, Casino Désirs for household and leisure goods and Tout Simplement for clothing. In 2009, Casino expanded its Bio and non-food ranges and introduced a new Casino Famili range. Casino Famili, as its name suggests, is aimed at family shoppers an important segment during times of crisis and includes existing product lines as well as new food and non-food items for all family members. At end-2009, Casino Famili already comprised more than 200 items. INDIVIDUALISED MARKETING Customer loyalty is an important factor in both revenue growth and margin improvement. Thanks to the loyalty programme offered in its hypermarkets and supermarkets and its participation in the S Miles network, the Group has a solid customer franchise with almost 4 million card holders. In November 2006, Casino signed a partnership with dunnhumby, creating a 50/50 joint venture company. Dunhumby is a recognised expert in mining and managing customer data. Its mission is simple: Understand the customer better than anyone else. Through this partnership, the Group now has an effective marketing tool and can exploit data collected from its loyalty programme to analyse each store s consumer profile and build a product offering tailored to each customer type at individual store level. The main areas in which this approach is applied are pricing policy optimisation, definition of assortment and communications. The initial initiatives taken in 2007 began to produce results and were scaled up during Optimising the pricing policy has gradually led to the introduction of a low price guarantee in the hypermarkets. Since January 2009, this guarantee has covered 3,500 products representing 50% of FMCG and refrigerated product volumes and 67% of a price-sensitive consumer s basket. In terms of assortment, the Casino Délices label launched in 2008 has proved successful. Lastly, communications have been enhanced with the introduction of personalised statements for each customer. In 2009, the Group extended the areas covered by the dunnhumby tool by implementing a more effective promotional policy and rationalising product ranges to eliminate low turnover products without impacting revenue. PRESENTATION OF INTERNATIONAL BUSINESS AND STRATEGY International business is a powerful growth vector for the Group, which operates in nine countries with a total of 1,620 stores including 301 hypermarkets. International revenue totalled 9,093 million in 2009, representing 34% of the Group total. The trading margin was 4.5% in The portfolio of international assets has been thoroughly remodelled. Casino now has a geographic platform comprised of countries with high growth potential, large, young populations, fast-growing economies and a largely fragmented retail structure. Casino now focuses on two core regions: South America and South East Asia, which accounted for more than 90% of the Group s total international revenue in Its subsidiaries hold leadership positions thanks to their long-established store banners and close-to-the-customer relations. Reflecting this momentum, the two regions both reported a buoyant performance throughout the year, with organic growth of 5.7% in South America and 5.1% in Asia. Casino also operates in the Indian Ocean region, where it has a leading position through Vindémia. SOUTH AMERICA Casino is the number-one food retailer in South America, with leading positions in Brazil, Colombia, Argentina, Uruguay and Venezuela. South America accounted for 72% of international revenue and 61% of international trading profit in Brazil and Colombia are the biggest contributors to South American revenue, generating 44% and 35% respectively. South America posted total 2009 revenue of 6,563 million with a 3.8% trading margin. BRAZIL Casino has operated in Brazil since 1999, through its subsi diary Grupo Pão de Açucar (formerly CBD), which had a network of 1,080 stores at end Grupo Pão de Açucar (GPA) is a historic player and has a multi-format, multi-banner portfolio tailored to the diverse needs of consumers from very different socio-economic backgrounds. GPA s revenue totalled 8,398 million in GPA has strong market positions in Brazil s two most economically vibrant states, São Paulo and Rio de Janeiro. In 2009, GPA acquired Globex and its Ponto Frio banner, Brazil s second largest retailer of consumer electronics and household appliances. Globex then created a joint venture with Casas Bahia, Brazil s leading non-food retailer, making GPA the unrivalled market leader in consumer electronics and household appliances, with market share of more than 25%. A new company will be launched to house GPA and Casas Bahia s online retailing business, thereby creating the second largest Brazilian internet retailer. GPA will own 83% of the new company.

16 14 I Presentation of the Group Registration document 2009 / Casino Group Business & strategy With these initiatives, GPA has consolidated its position as Brazil s leading retailer in both food and durable goods. GPA is proportionately consolidated. Casino owned a 33.7% interest in GPA at end GPA posted consolidated revenue of 2,901 million in Hypermarkets Extra: 103 stores Extra hypermarkets offer a vast range of food products as well as personal and household equipment, aiming to meet the demands of as many consumers as possible at the best prices. Supermarkets Pão de Açúcar: 145 stores Pão de Açúcar convenience supermarkets offer a broad array of high quality produce. Always at the leading edge of technology, the banner also offers a range of services to meet the needs of a relatively affluent clientele. Sendas: 68 stores Sendas stores are convenience-format supermarkets operating exclusively in the Rio de Janeiro area and offering a broad range of premium products with high quality service. Extra Perto: 13 stores Extra Perto stores are large supermarkets designed on a human scale. They provide an extensive food offering as well as a broad non-food range in modern, pleasant surroundings. CompreBem: 157 stores CompreBem supermarkets are aimed more at lower-income consumers. They provide a large range of primarily privatelabel food products, as well as a selection of non-food products. Convenience Extra Facíl: 52 stores Extra Facíl superettes are local convenience stores with a simple, pleasant look. They offer all basic products and services, with good value for money. Cash and carry Assai: 40 stores Assai is an Atacarejo store, a booming sector in Brazil. Atacarejo is a combination of Atacado or wholesaler and Varejo or retailer. Assai is aimed at restaurant operators and the lower income segment, offering a broad range of food products and a small selection of non-food products. Other formats Extra Eletro: 47 stores Extra Eletro specialises in consumer electronics and household equipment, as well as furniture and other accessories. It places a strong focus on the quality of customer welcome and an impeccable after-sales service. Ponto Frio: 455 stores Ponto Frio is aimed mainly at the middle income segment. It provides a broad range of household appliances and furniture, accompanied by advice and services. COLOMBIA Casino has operated in Colombia for ten years through its sub sidiary Exito. At end-2009, Exito had 260 stores in 51 towns and cities across the country. It intends to consolidate its coverage of large cities, enter small and mid-size urban markets and develop convenience formats. It also plans to develop its Bodega banner, which is aimed at the lower income population. Exito strengthened its position as Columbia s leading food retailer in 2007 with the acquisition of Carulla Vivero. It is now number-one in all its formats and has a 38% market share (1). During 2009, Exito continued to rationalise its banners, converting 33 stores to Bodega outlets. Two new Exito hypermarkets were also opened. In 2009, Exito s revenue totalled 2,281 million. Hypermarkets contributed 72%, supermarkets 18%, with the remainder coming from other formats. Exito has been fully consolidated since May 1, Casino held a 54.8% interest in its share capital at end Hypermarkets Exito: 89 stores Exito is a hypermarket banner with stores in 21 towns and cities. Its food and non-food product offering is tailored to the needs of all segments of the Colombian population. Exito stands out for the quality of its textile range. Its private-label products also enjoy a very good reputation with consumers. The outlets provide a variety of services including the Exito points loyalty programme, travel and financial services (insurance). Supermarkets: 89 stores Carulla Carulla is the main supermarket banner and is renowned for its high quality. Pomona Pomona supermarkets are aimed at an affluent clientele and offer targeted gourmet products. The network operates mainly in Colombia s four major cities: Bogotá, Medellín, Cali and Barranquilla. The two banners have a joint loyalty programme called Super cliente Carulla Pomona. (1) Source: Nielsen, December 31, 2008.

17 Registration document 2009 / Casino Group Presentation of the Group I 15 Other: 35 stores Other banners - Merquefacil, Surtimax, Ley, Homemart, Proximo and Q Precios - are less important and are due to be combined under the Bodega umbrella banner. Bodega: 47 stores Bodega is aimed at low-income families who generally prefer to shop in traditional convenience stores rather than big retail chains. They are located in suburban areas and offer a comprehensive range of basic products, mainly under the Surtimax private label. ARGENTINA Casino has been present in Argentina since it acquired Libertad in The Group developed the Libertad chain of hypermarkets and launched the Leader Price brand before creating a network of Leader Price discount stores. Libertad also operates other specialist retail formats, including Planet.com and Hiper Casa, as well as a chain of Apetito Fast Food restaurants. In 2009, the Group had a total of 49 stores in Argentina generating 319 million in revenue. Hypermarkets Libertad: 15 stores Libertad is the leading hypermarket chain outside the capital, operating mainly in large inland cities. It is typically the anchor store in a shopping centre. Discount stores Leader Price: 26 stores Leader Price convenience supermarkets are located mainly in Buenos Aires and its suburbs, offering a large choice of products some 20 to 30% cheaper than the national brands, with a 50/50 mix between private-label and national brands. Other: 8 stores Planet.com Planet.com is a specialist electronics retailer (computers, audio, video, photography etc.), with an average selling area of about 2,000 m 2. Hiper Casa Hiper Casa sells home and office decoration and equipment and is the Argentinean leader in this market. It is a benchmark for consumers seeking quality products and service. VENEZUELA The Group has operated in Venezuela since 2000 when it acquired a stake in Cativen. The leading supermarket chain with the Cada banner, Cativen has leveraged the Casino Group s expertise to extend its network and diversify into other formats, launching Exito hypermarkets and Q Precios discount stores. The Group now has a leading position in Venezuela with a total of 41 stores. Cativen s 2009 revenue totalled 787 million. Hypermarkets Exito: 6 stores Exito stores are Venezuela s only real hypermarkets and have committed to keeping prices lower. Their sales policy focuses on regular promotions and a varied product range. Exito stores are modern and practical, aimed at a clientele of active, independent urban women aged 25 to 45. The banner s strengths include a broad range of household appliances at highly competitive prices. Supermarkets Cada: 35 stores Cada supermarkets operate in 23 towns across the country and are known for their highly functional layout designed to make shopping easier. They have a reputation for excellent product quality and offer a broad range tailored to need at highly competitive prices. URUGUAY The local market leader since 2000 through its Devoto su b- sidiary, Casino has three store banners that enjoy high brand recognition: Disco, Devoto and Géant. Devoto had 53 stores at end-2009 generating revenue of 353 million and consolidated net sales of 275 million. Supermarkets Disco: 28 stores Originally a chain of family supermarkets, Disco enjoys strong recognition throughout the country and focuses on competitive pricing. Disco stores are conveniently located and much appreciated by consumers. These two key strengths are reflected in Disco s signature: Ever closer at better prices. Devoto: 24 stores Devoto was originally a family company and has continued to develop by opening large modern stores, some of which offer an extensive non-food range. With its signature Price and quality. Always, Devoto clearly states its strong positioning focused on affordability but also on product quality and customer service. Hypermarkets Géant: 1 store Géant is Uruguay s only hypermarket. This 11,000 m 2 store located in the suburbs of Montevideo offers a broad range of products at the lowest prices in the country.

18 16 I Presentation of the Group Registration document 2009 / Casino Group Business & strategy ASIA The Group has operated in Asia since 1999, where it now focuses on Thailand and Vietnam. In 2009, Asia posted 1,686 million in revenue with a trading margin of 5.4%. The region accounted for 18.5% of international revenue and 23% of international trading profit. THAILAND The 1999 acquisition of a stake in Big C made Casino the number-two large-surface food retailer in Thailand, with 26% market share (1). There were 78 Big C stores at end-2009, mainly hypermarkets. Big C operates as many shopping centres as hypermarkets, reflecting the Casino Group s aim of exporting its French retailing and property development dual business model to its key international markets. Big C enjoys the image of a powerful local banner selling inexpensive products aligned with local tastes. In 2009, Big C focused on getting closer to its customers by developing its private labels and launching a new loyalty programme: Big Card. In 2009, Big C posted revenue of 1,497 million. Casino has a 63.2% interest in Big C. Hypermarkets Big C Thailand: 67 stores Big C hypermarkets offer the lowest prices in the market, regular promotions and excellent value for money. They also differentiate themselves from the local stores by making shopping an enjoyable and pleasant experience (through instore events, etc.) encouraging consumers to return. VIETNAM Vindémia, a Casino Group subsidiary, opened the first Frenchstyle hypermarket in Vietnam in Vietnam is a highly promising market, with a large, young population of 85 million and a fast-growing economy. At end-2009, Vindémia had nine hypermarkets and nine shopping centres, generating million in revenue. OTHER COUNTRIES INDIAN OCEAN REGION The Group operates in the Indian Ocean region through its Vindémia subsidiary. Vindémia has a very strong market position in Reunion, which accounts for more than 80% of sales, but also operates in Madagascar, Mayotte and Mauritius. The Group is leader in the region through its multi-format positioning with Jumbo hypermarkets, Score supermarkets and Spar convenience stores. In 2009, the Group posted revenue of 840 million in the Indian Ocean region. (1) Big C ranks number-two on number of hypermarkets operated in Thailand.

19 Registration document 2009 / Casino Group Presentation of the Group I 17 Real estate and investments OPTIMISING THE PROPERTY PORTFOLIO Real estate comprises a large part of the Group s assets with a value of 6.3 billion at end In France, the portfolio is worth 4.6 billion including 3.3 billion for store premises (mainly hypermarkets and Monoprix) and 1.2 billion for shopping centres (corresponding to the Group s interest in Mercialys). The International portfolio is worth an estimated 1.7 billion including 1.3 billion in store premises and 0.4 billion in shopping centres. In 2005, the Group embarked on an active strategy to capture the value of its real estate, by spinning off its shopping centres to Mercialys, a dedicated retail real estate subsidiary and a listed company. At end-2009, Mercialys managed a portfolio worth 2.4 billion comprising 168 assets including 99 shopping centres. Since the sale of its standard office and warehouse properties in 2005 and 2006, the Group s French property portfolio has comprised two asset classes: investment property (Mercialys s shopping centres) and food store properties. Since 2007, the Group has pursued an assertive policy of turning over its food store assets, by selling properties that have reached a certain maturity to finance those with high growth potential. Two major innovative transactions took place in 2007: (i) the sale to AEW Immocommercial, a property mutual fund (OPCI) (1), of 250 urban convenience store and supermarket properties that could no longer be extended any further, and (ii) the sale of store properties in Reunion to Immocio, another OPCI owned by the Generali group. A further transaction was completed in 2008, comprising the sale of 42 superettes, Casino supermarket and Franprix- Leader Price store properties to AEW Immocommercial and the sale of four Casino supermarket properties to another partner. The Group continued with this policy in 2009, selling further superette, supermarket and Franprix-Leader Price store properties in France. It also sold two shopping centres under its 2007 partnership with real estate investment fund Whitehall. This partnership, created to develop shopping centres in Poland, leverages the property development team s skills through a dedicated unit called Mayland. In 2009, Casino created GreenYellow, a wholly-owned subsidiary involved in photovoltaic (PV) energy. The new venture will leverage the Group s expertise in property development, construction and operation, as well as the favourable geographic location of its stores, a majority of which are in sunny regions. As a designer and promoter of solar power generating systems, GreenYellow has defined an ambitious development programme that involves equipping all of the Group s sites in mainland France south of a Bordeaux-Grenoble line, as well as in Corsica and Reunion Island. This represents poten tial capacity of more than 250 MW. Subsequently, non-group clients will be able to benefit from GreenYellow s expertise to equip their parking lots, commercial and industrial buildings with rooftop PV systems. ROLLING OUT THE DUAL RETAILING AND PROPERTY DEVELOPMENT MODEL IN FRANCE AND ABROAD The Group s expansion plan in France and abroad is based on a business model combining retailing with property. This model underpins the Group s profitable growth strategy and meets two key objectives: to increase the appeal of its sites in order to drive the retail business and to create a portfolio of valuable assets. Casino has set up a dedicated department in France called Casino Immobilier et Développement, which comprises subsidiaries specialising in areas ranging from land purchase and property development to property letting and asset value enhancement. Immobilière Groupe Casino (IGC), a wholly owned subsidiary, holds the Group s store properties. Mercialys, a subsidiary of IGC, owns the Group s shopping centres in France and is responsible for operating this highpotential retail space with the goal of capturing its full value. Mercialys is one of France s biggest property companies and a leading shopping centre specialist. Casino Développement coordinates expansion in France and internationally. IGC Promotion, Onagan and Soderip promote the Group s retail space in France. IGC Services manages asset turnover and financial engineering of the property portfolio. Mayland develops shopping centres in Central and Eastern Europe. Sudeco manages shopping centre leases. GreenYellow installs solar panels on store roofs and car parks shopping centres. (1) A tax-advantaged vehicle in France designed to promote investment in property stocks.

20 18 I Presentation of the Group Registration document 2009 / Casino Group Real estate and investments ENHANCING THE VALUE OF EXISTING ASSETS: ALCUDIA Mercialys, the owner of the Group s shopping centres in France, aims to redevelop its retail space to meet changing consumer trends. By renovating and extending high potential retail space, Mercialys attracts the most active banners and contributes to enhancing the vitality of Casino s shopping centres. Three years ago, the Group set up the Alcudia/Esprit Voisin plan, a major programme to enhance the value of its retail properties with a view to creating both real estate value and business value in France. Initiated in 2006, the plan aims to strengthen the appeal of the Group retail properties by extending shopping centres and creating thriving sites that have their own personality and are deeply rooted in local life. The process of reviewing and defining a strategic plan for the Group s 109 sites was finalised in 2007 and the operational rollout phase began in In 2009, a major milestone was achieved when Casino contributed to Mercialys a 334 million portfolio of property assets comprising 25 Casino development projects and hypermarket retail and storage space. By end-2009, five shopping centres had been extended and nine others refitted to the Esprit Voisin concept. Seven new shopping centres will be delivered in 2010.

21 Registration document 2009 / Casino Group Management report I 19 Management report 20. Financial highlights 21. Business review 28. Parent company business review 30. Subsidiaries and associates 36. Subsequent events 37. Outlook for 2010 and conclusion 37. Share capital and share ownership 49. Risk factors and insurance 54. Environmental report 57. Employment report

22 20 I Management report Registration document 2009 / Casino Group Report of the board of directors of Casino, Guichard-Perrachon The information referred to on other pages forms an integral part of the report of the board of directors and is an appendix thereof. FINANCIAL HIGHLIGHTS 2009 financial highlights: Continuing operations millions adjusted (*) Reported change Organic change (1) Total business volume excl. VAT (2) 36,842 36, % 3.0% Net sales 26,757 27, % -1.0% Gross profit 6,921 7, % EBITDA (3) 1,849 1, % -1.0% Depreciation and amortisation expense % Trading profit 1,209 1, % -2.5% Other operating income and expense (37) (81) Financial income and expense, of which: (345) (387) 10.9% Finance costs, net (343) (371) 7.5% Other financial income and expense, net (2) (16) Profit before tax % Income tax expense (201) (217) 7.5% Share of profits of associates % Net profit from continuing operations: % Attributable to equity holders of the parent % Attributable to minority interests Net profit from discontinued operations Attributable to equity holders of the parent 48 (4) Attributable to minority interests Total net profit % Attributable to equity holders of the parent % Attributable to minority interests Underlying net profit attributable to equity holders of the parent (4) % (*) Data for 2008 have been adjusted to reflect the impact of IFRS 8 and IFRIC 13, which became effective on 1 January Super de Boer assets were disposed of at the end of In accordance with IFRS 5, the company s net income has been reclassified under Discontinued operations from 1 January (1) Based on constant scope of consolidation and exchange rates, and excluding the impact of asset disposals to OPCI property mutual funds. (2) Includes all revenue from consolidated companies, associates and franchisees, on a 100% basis. (3) EBITDA (earnings before interest, taxes, depreciation and amortisation) = trading profit + amortisation and depreciation expense. (4) Profit from continuing operations adjusted for the impact of other operating income and expense, non-recurring financial items and non-recurring income tax expense/benefits (see Appendix).

23 Registration document 2009 / Casino Group Management report I 21 BUSINESS REVIEW 2009 results demonstrate the resilience of Casino s business model in a difficult economic environment. Sales fell by 1.2% in Changes in scope of consolidation had a positive impact of 0.4%. Grupo Pão de Açúcar s consolidation of Ponto Frio as of 1 July 2009 was partially offset by the deconsolidation of two Franprix-Leader Price franchises at end-december Exchange rates had a negative impact of 0.6%. A decline in the Brazilian, Colombian and Argentinean currencies against the euro was offset by an appreciation of the Thai baht and Venezuelan bolivar. Sales were down 1.0% on an organic basis*, but stable excluding petrol, reflecting robust business activity in France and continued sustained growth in international markets. In France, the resilience of convenience formats and double-digit growth in Cdiscount sales helped contain the fall in sales to 3.8% on an organic basis* (down 2.7% excluding petrol). Organic growth in international markets remained buoyant at 4.9%, both in South America and Asia. Trading profit was down 4.5% as reported and 2.5% on an organic basis*. Trading margin fell by 16 bps to 4.5% and by 7 bps on an organic basis*. Trading margin in France fell by 32 bps due to lower trading margins at hypermarkets. Trading margins at the convenience stores and Franprix-Leader Price remained strong. International trading margin improved by 21 bps and by 41 bps on an organic basis*, reflecting an improvement in margins in South America (excluding Venezuela) and Asia. The Group significantly improved its operating efficiency. Cost-cutting and inventory-reduction targets were exceeded and capital expenditure was effectively managed. Financial flexibility was enhanced thanks to a substantial improvement in free operating cash flow **, rapid implementation of the asset disposal programme, the success of Exito s share issue and renegotiation of the Carulla put. The net debt to EBITDA ratio was brought down to 2.2x at end-2009 from 2.5x one year earlier. * Based on constant scope of consolidation and exchange rates, and excluding the impact of disposals to OPCI property mutual funds. ** Free cash flow = cash flow + change in WCR - CAPEX. FRANCE (66% of consolidated net sales and 66% of consolidated trading profit) millions adjusted % change % organic change Net sales 17,664 18, % -3.8% Trading profit % -9.7% Trading margin 4.5% 4.9% -32 bp -30 bp Sales in France fell 4.8% in 2009, to 17,664 million compared to 18,557 million in Changes in scope of consolidation had a negative impact of 1.1%, of which 1.0% was due to the deconsolidation of two Franprix-Leader Price franchises at end Petrol had a negative impact of 2.1%. Excluding petrol, sales in France were

24 22 I Management report Registration document 2009 / Casino Group Management report BUSINESS REVIEW down 2.7% on an organic basis. Part of the decline was due to the termination of affiliate contracts, mainly with Coop de Normandie, which had a 0.7% negative impact on sales growth. The resilience of convenience formats (Monoprix, Casino Supermarkets and Franprix) and continued double-digit growth at Cdiscount helped offset the impact of lower sales at Géant Casino and Leader Price. Trading profit fell 11.1% to 804 million, and 9.7% on an organic basis*. The decline was contained thanks to a robust gross margin driven by a favourable format mix and the implementation of the cost-cutting plan. Trading margin was down 32 bps, mainly due to Géant hypermarkets lower trading margin. The convenience formats and Franprix- Leader Price posted solid margins. Highlights by format were as follows: Franprix-Leader Price sales declined by 5.9% to 4,007 million from 4,260 million in Franprix delivered a satisfactory commercial performance with stable same-store sales. Footfalls held firm, attesting to the banner s strong appeal and the success of the new store concept, with renovated stores achieving doubledigit growth. Expansion was stepped up in 2009, with 80 new stores opened and 12 banner conversions. The Franprix network had 789 stores at end-december Leader Price s same-store sales were down 9.1%. In 2009, the entire discount sector was affected by a contraction in spending among the format s traditional customers, who are more sensitive to the economic environment, thereby reducing the average basket value. Against this backdrop, Leader Price maintained its market share in 2009 thanks to a sustained expansion policy (49 stores opened). As part of its network rationalisation programme, Leader Price also closed ten stores and converted ten urban stores to other Group banners (mainly Franprix). Excluding the impact of deconsolidating two franchises, total sales were down by just 1.4%, thanks to a significant contribution from both banners new stores. Franprix-Leader Price trading margin contracted by only 33 bps despite the decline in Leader Price same-store sales, illustrating the robustness of both banners business models. Géant Casino hypermarket sales were down 9.4% to 5,548 million, versus 6,121 million in Part of the decline was due to the termination of affiliate contracts, mainly with Coop de Normandie, which had a 1.3% negative impact on sales growth. Hypermarkets were faced with a difficult environment in 2009, reflected in a reduction in discretionary spending and greater consumer price-sensitivity. Against this backdrop, Géant s same-store sales excluding petrol fell by 6.3%. Food sales were down 4.9%. In a more competitive environment, Géant focused on a controlled marketing policy, which was reflected in moderate promotional activity and targeted price cuts. Non-food sales declined by 9.6% due to consumer spending arbitrages. Throughout the year, Géant continued to reposition its offer on the most revenue-generating and highest margin categories such as apparel, home and leisure. Cost-cutting measures partially offset the impact of lower sales on trading profit and margin. Trading profit amounted to 115 million in 2009, giving a margin of 2.1%, down 111 bps. Casino Supermarkets recorded a 2.5% decline in sales, to 3,355 million compared with 3,441 million the previous year. Same-store sales fell by 3.5% (excluding petrol). Casino Supermarkets continued its expansion policy in 2009, opening four new stores during the year. Sales excluding petrol were down 1.4% but stable excluding the impact of terminated affiliation contracts, which had a negative effect of 1.3%. Market share remained stable across the year. Trading margin improved slightly. Monoprix sales held steady (-0.1%), totalling 1,829 million compared with 1,830 million in 2008, due to an assertive expansion policy across all its formats and the consolidation of Naturalia. During the year, Monoprix opened four Citymarché, ten Monop, five dailymonop and two Naturalia stores. Same-store sales dipped 1.7% in Margins were notably affected by the sustained expansion policy but remained high. Superette sales were down 4.1% to 1,506 million from 1,570 million the previous year. The margin rose slightly as a result of the store rationalisation programme, which led to 492 stores being opened and 417 closed in Other businesses, primarily Cdiscount, Mercialys, Banque Casino and Casino Restauration, reported 6.4% growth in sales, to 1,420 million versus 1,334 million in This strong performance was driven by double-digit growth in Cdiscount net sales, which totalled 869 million in Cdiscount achieved an increase in the number of site visitors and an improved conversion rate, reflecting the success of its extremely competitive pricing policy, highly responsive approach and innovative capability. In 2009, Cdiscount once again extended its offer to new universes such as apparel, footwear and travel, and also developed new services such as video on demand (VOD). * Based on constant scope of consolidation and exchange rates, and excluding the impact of asset disposals to OPCI property funds.

25 Registration document 2009 / Casino Group Management report I 23 Mercialys reported double digit growth in rental income at 15.5%*, driven by organic growth of 6.1%*. During the year, Casino contributed 25 development projects worth 334 million to Mercialys under the Alcudia/ Esprit Voisin programme, in exchange for new Mercialys shares. This represented Mercialys s biggest transaction since its IPO and a key milestone in its strategy of capturing the value of the Group s property assets. Casino Restauration sales improved during the second half, leading to growth over the year as a whole, mainly due to its corporate foodservice activities. The strong growth in trading profit reported by the other businesses sector was mainly due to an excellent performance by Mercialys. * Data published by the company. INTERNATIONAL (34% of consolidated net sales and consolidated trading profit) millions adjusted % change % organic change Net sales 9,093 8, % +4.9% Trading profit % +15.0% Trading margin 4.5% 4.3% +21 bp +41 bp International sales expanded by 6.7%. The scope effect was a positive 3.8% following GPA s consolidation of Ponto Frio from 1 July. The currency effect was a negative 2.0%, as the rise in the Thai baht was offset by a depreciation of the Brazilian, Colombian and Argentinean currencies. Organic growth was 4.9%, driven by sustained growth in both South America (5.7%) and Asia (5.1%). With sales of 9,093 million in 2009 (versus 8,519 million in 2008), International operations now account for 34% of the Group s total consolidated sales. Trading profit totalled 406 million in 2009, versus 362 million in the year-earlier period, representing an increase of 12.0%. On an organic basis, trading profit rose by 15.0%. Trading margin rose 21 bps to 4.5%, and 41 bps on an organic basis, driven mainly by Asia. Excluding Venezuela, trading margin in South America rose 28 bps. Growth in trading profit from other businesses stemmed mainly from property development activities in Poland. South America Brazil: GPA has been proportionately consolidated on a 33.7% basis since 21 September 2009 (compared with 35.0% at 30 June 2009). Ponto Frio has been consolidated by GPA since 1 July Argentina Uruguay Venezuela Colombia: fully consolidated (54.8%-owned compared with 61.2% previously). millions adjusted % change % organic change Net sales 6,563 6, % +5.7% Trading profit % +2.2% Trading margin 3.8% 4.2% -40 bp -14 bp Sales in South America rose 7.9% to 6,563 million, versus 6,084 million in Organic growth was sustained at 5.7%, driven by 4.4% growth in same-store sales. This was mainly due to GPA in Brazil, which posted an acceleration in same-store sales growth to 12.7%*, with its effective marketing strategy leading to good performances in both food and non-food. All in all, GPA s sales rose 29%* following the consolidation of Ponto Frio from 1 July This acquisition, as well as the joint venture agreement entered into in December by Globex and the retail

26 24 I Management report Registration document 2009 / Casino Group Management report BUSINESS REVIEW operations of Casas Bahia have made GPA the unrivalled leader in consumer electronics and household appliances with a market share of more than 25%. Argentina, Uruguay and Venezuela continued to deliver robust performances on a same-store basis. In a lacklustre economic environment in Colombia, Exito sales contracted by 2.2%* and 4.1% on a same-store basis. Exito s policy of developing its private label, which celebrated its 60th anniversary in 2009, and implementing various marketing campaigns helped contain the decline in sales, particularly in non-food. Exito continued to rationalise its network and converted 33 stores to the Bodega banner, a format more oriented toward a lower income population. It also opened two new hypermarkets during the year. Trading profit amounted to 248 million in 2009, down 2.4% primarily due to Venezuela. Trading margin in South America contracted by 40 bps as reported and by 14 bps on an organic basis. The reported decline was due to the consolidation of Ponto Frio and a margin decline in Venezuela. Excluding Venezuela, trading margin in South America improved 28 bps on an organic basis, led by a sharp increase in Brazil and a stable margin in Colombia, thanks to Exito s operational excellence plan. * Data published by the companies. Asia Thailand Vietnam millions adjusted % change % organic change Net sales 1,686 1, % +5.1% Trading profit % +12.1% Trading margin 5.4% 5.1% +34 bp +34 bp Asia reported 6.5% growth in sales to 1,686 million versus 1,583 million in Organic growth was buoyant at 5.1%, driven by Big C s sustained expansion policy in 2008 and continued strong growth in same-store sales in Vietnam. Big C s same-store sales were affected by the slack economic environment and a drop in tourist traffic due to the political unrest. However, local currency sales growth was 1.5%, lifted by the opening of 12 new hypermarkets in 2008 and one in Vietnam opened one new hypermarket in 2009, bringing the total to nine stores. Asia delivered double-digit growth in trading profit, at 13.7% on a reported basis and 12.1% on an organic basis. Trading margin rose 34 bps, driven by both Vietnam and Thailand. In Thailand, margin growth attests to robustness of the dual retail and property business model. Other businesses Indian Ocean Poland millions adjusted % change % organic change Net sales % -0.6% Trading profit n.m. n.m. Trading margin n/a n/a n/a n/a Other businesses mainly comprise the Indian Ocean region and the Group s property development operations in Poland. The Indian Ocean region delivered a satisfactory performance with sales stable on a same-store basis and down slightly on an organic basis. Growth in trading profit from other businesses notably reflects the impact of property development operations in Poland.

27 Registration document 2009 / Casino Group Management report I 25 COMMENTS ON THE CONSOLIDATED FINANCIAL STATEMENTS Significant accounting policies Pursuant to European regulation 1606/2002 of 19 July 2002, the consolidated financial statements have been prepared in accordance with the standards and interpretations issued by the International Accounting Standards Board (IASB), as adopted by the European Union and mandatory as of the reporting date. These standards are available on the European Commission s website ( accounting/ias_fr.htm). They include international accounting standards (IAS) and international financial reporting standards (IFRS), as well as interpretations issued by the International Financial Reporting Interpretations Committee (IFRIC). The significant accounting policies set out in note 1.5 to the consolidated financial statements have been applied consistently to all periods presented in the consolidated financial statements, after taking account of or with the exception of the new standards and interpretations set out in notes and These new standards and interpretations had no material effect on the consolidated financial statements. The change of accounting method following the adoption of IFRIC 13 Customer Loyalty Programmes, IAS 23 revised Borrowing Costs and IFRS 8 Operating Segments are described in note 1.3 to the consolidated financial statements. In addition, the Group has elected for early adoption of the improvement to IFRS 8, which eliminates the requirement to disclose total assets by operating segment if this indicator is not regularly reported to the chief operating decision maker. Main changes in the scope of consolidation Deconsolidation of two franchisees in the Franprix-Leader Price sub-group as of December Consolidation of Ponto Frio by GPA since 1 July Following this acquisition, GPA carried out a rights issue, which had the effect of reducing the Group s percentage interest from 35.0% at 30 June to 33.7% from 21 September Following Exito s share issue and renegotiation of the put option on Carulla Vivero, Casino s interest in Exito dropped from 61.2% to 54.8% at 31 December Super de Boer assets were disposed of at the end of In accordance with IFRS 5, the company s net income has been reclassified under Discontinued operations from 1 January Consolidated net sales fell by 1.2% to 26,757 million from 27,076 million in Changes in consolidation scope had a positive impact of 0.4%. Exchange rates had a negative impact of 0.6% (see comments above). A detailed review of sales trends is presented above, in the sections on French and International operations. Main scope effects Changes in consolidation scope had a positive impact on sales of 0.4%, mainly due to Grupo Pão de Açúcar s consolidation of Ponto Frio, which was partly offset by the deconsolidation of two Franprix-Leader Price franchises as of 31 December Main currency effects Exchange rates had a negative impact of 0.6%. A decline in the Brazilian, Colombian and Argentinean currencies was largely offset by an appreciation of the Thai baht and Venezuelan bolivar. Trading profit Trading profit contracted by 4.5% over the period to 1,209 million. Exchange rates had a negative impact of 0.5%. Changes in consolidation scope had a negative impact of 1.4%, mainly due to the deconsolidation of two Franprix- Leader Price franchises at end-december 2008 and the negative contribution of Ponto Frio s consolidation to trading profit. Trading profit declined by 2.5% on an organic basis. A detailed review of trading profit is presented above, in the sections on French and International operations. Operating profit Other operating income and expense represented a net expense of 37 million in 2009, compared with a net expense of 81 million in The net expense of 37 million in 2009 mainly included: 146 million in net gains on asset disposals (including 139 million in gains on the distribution of Mercialys shares, a 22 million gain on the disposal of Vindémia production assets and a 28 million loss on the disposal of the Group s interest in Easy Colombia); 70 million in provisions for contingencies; 68 million in restructuring provisions and expense, mainly for the convenience stores and Franprix-Leader Price; 27 million in litigation provisions and expense; 15 million in asset impairment losses; 2 million in other expense (mainly reflecting a 75 million non-recurring expense due to a tax amnesty law in Brazil, partially offset by income from a 69 million indemnity linked to the termination of an exclusivity clause negotiated by GPA).

28 26 I Management report Registration document 2009 / Casino Group Management report BUSINESS REVIEW The net expense of 81 million in 2008 mainly included: 57 million in gains on asset disposals (including 22 million on the sale of Mercialys shares and 31 million on OPCI property disposals); 16 million in impairment losses; 19 million in litigation provisions and expense; 36 million in provisions for contingencies; 27 million in restructuring provisions and expense, mainly at Exito; 27 million in provisions relating to the Exito TRS; 13 million in other expense (including a 5 million dilution loss on the Group s interest in GPA, following a share issue). After other operating income and expense, operating profit amounted to 1,173 million in 2009, down 1.1% from 1,186 million in Profit before tax Profit before tax was up 3.7% to 828 million, from 798 million in 2008, after deducting net financial expense of 345 million compared with 387 million in This total includes: finance costs, net of 343 million, down from 371 million in The decrease stemmed mainly from the fall in average debt in the international subsidiaries, coupled with the decline in euro variable interest rates; other net financial expense of 2 million compared with 16 million in Profit attributable to equity holders of the parent Income tax expense came to 201 million in 2009 compared with 217 million in 2008, giving an effective tax rate of 24.3%. After adjustment for non-recurring exceptional items, the effective tax rate was 27.4% versus 30.6% in The Group s share in profits of associates was 6 million compared with 14 million in Profit attributable to minority interests totalled 91 million in 2009, down slightly from 95 million in The decrease stemmed mainly from a 17 million adjustment to the split of Franprix-Leader Price earnings for the period 29 April to 31 December 2008 following the Baud dispute ruling. This amount had initially been allocated to minority interests. The adjustment reduced the amount of profit attributable to minority interests and increased the amount attributable to equity holders of the parent. Excluding this adjustment, profit attributable to minority interests rose, primarily as a result of higher income at Mercialys and Exito. In light of these factors, net profit from continuing operations attributable to equity holders of the parent rose 8.6% to 543 million, from 499 million in Net profit from discontinued operations attributable to equity holders of the parent amounted to 48 million in 2009, mainly comprising the capital gain on the disposal of Super de Boer at end In 2008, discontinued operations generated a net loss of 4 million, comprising expenses associated with business activities disposed of in Net profit attributable to equity holders of the parent rose 19.3% to 591 million from 495 million in Underlying net profit attributable to equity holders of the parent from continuing operations (1) amounted to 534 million, compared with 538 million in Cash flows Cash flow declined 4.4% to 1,292 million, compared with 1,356 million in The change in working capital was 219 million in 2009 compared with (47) million in 2008, driven by a favourable trend in non-goods working capital. Goods working capital was a negative 12 million. The highly adverse impact of the LME Act in France concerning supplier payment periods was offset in 2009 by a reduction in inventories. The Group s capital spending policy was highly selective in Capital expenditure amounted to 810 million versus 1,222 million in In France, the Group continued to expand in the most buoyant, cash-efficient formats. Expansion was stepped up at Franprix and Leader Price, Casino Supermarkets and Monoprix pursued their expansion policies. In the international markets, capital expenditure dropped in Colombia and Thailand after two years of sustained expansion. Acquisitions came to 1,020 million, mainly comprising the buyout of minority interests in Franprix-Leader Price Holding for 429 million, the impact of CBD s acquisition of Ponto Frio in Brazil for 124 million, Exito s buyout of the Carulla minority interest for 77 million and the acquisitions of shopping centres by Mercialys for 76 million. Disposals amounted to 788 million, mainly comprising the sale of Super de Boer for 395 million as well as the sale of property assets in Colombia for 85 million and in France for 142 million. (1) Adjusted for the impact of other operating income and expense, non-recurring financial items and non-recurring income tax expense/benefits (see Appendix page 27: Reconciliation of reported net profit to underlying net profit).

29 Registration document 2009 / Casino Group Management report I 27 Financial position Net debt stood at 4,072 million at 31 December 2009, compared with 4,851 million one year earlier. This substantial reduction stemmed from an improvement in free cash flow generation and the achievement of two thirds of the 1 billion asset disposal programme. The net debt to EBITDA (1) ratio fell to 2.2x at end-2009 from 2.5x at end-2008, whilst net debt to equity stood at 51.4% compared with 69.0% one year earlier. The Group s liquidity position was strengthened through the issue of 1.5 billion in bonds during the year. The February 2010 bond exchanges improved the Group s debt profile and lengthened maturities. Equity (before dividend distribution) amounted to 7,916 million at 31 December 2009, compared with 7,031 million one year earlier. (1) EBITDA (earnings before interest, taxes, depreciation and amortisation) = trading profit + amortisation and depreciation expense. APPENDIX: RECONCILIATION OF REPORTED NET PROFIT TO UNDERLYING NET PROFIT Underlying net profit corresponds to net profit from continuing operations, adjusted for the impact of other operating income and expense (as defined in the Significant Accounting Policies section of the notes to the consolidated financial statements), non-recurring financial items and non-recurring income tax expense/benefits. Non-recurring financial items include fair value adjustments to certain financial instruments whose market value may be highly volatile. For example, fair value adjustments to financial instruments that do not qualify for hedge accounting and embedded derivatives indexed to the Casino share price are excluded from underlying profit. Non-recurring income tax expense/benefits correspond to tax effects related directly to the above adjustments and to direct non-recurring tax effects. In other words, the tax on underlying profit before tax is calculated at the standard average tax rate paid by the Group. Underlying profit is a measure of the Group s recurring profitability. millions 2008 Adjustments 2008 (underlying) 2009 Adjustments 2009 (underlying) Trading profit 1,266 1,266 1,209 1,209 Other operating income and expense, net (81) 81 0 (37) 37 0 Operating profit 1, ,266 1, ,209 Finance costs, net (1) (371) 6 (365) (343) 3 (340) Other financial income and expense, net (2) (16) 18 2 (2) Income tax expense (3) (217) (59) (277) (201) (40) (241) Share of profit of associates Profit from continuing operations Attributable to minority interests (4) Attributable to equity holders of the parent (8) 534 (1) Finance costs, net are stated before (i) changes in the fair value of the embedded derivative corresponding to the indexation clause on the bonds indexed to the Casino share price and (ii) gains realised on the partial redemption of the bonds. In 2009, these items were respectively an expense of 3 million and income of 0 million (2008: an expense of 21 million and an income of 15 million). (2) Other financial income and expense is stated before changes in the fair value of interest rate derivatives not qualifying for hedge accounting, representing an expense of 13 million in 2009 (2008: 28 million expense) and changes in the fair value of share put and call options, representing income of 10 million in (3) Income tax expense is stated before the tax effect of the above adjustments and non-recurring income tax expense/benefits (recognition of tax loss carryforwards, etc.). In other words, the tax on underlying profit before tax is calculated at the standard average tax rate paid by the Group. (4) Minority interests are stated before the above adjustments and, in 2009, before adjustment of profit for the period from 29 April to 31 December 2008 initially allocated to minority interests for 17 million and subsequently re-allocated to equity holders of the parent.

30 28 I Management report Registration document 2009 / Casino Group Management report PARENT COMPANY BUSINESS REVIEW PARENT COMPANY BUSINESS REVIEW BUSINESS REVIEW Casino, Guichard-Perrachon, parent company of the Casino Group, is a holding company. Its activities consist of defining and implementing the Group s development strategy and coordinating the businesses of the various subsidiaries, acting jointly with their respective management teams. The Company also manages a portfolio of brands, designs and models licensed to the subsidiaries. In addition, it manages the Group cash pool in France and is responsible for overseeing the proper application of Group legal and accounting rules and procedures by the subsidiaries. In 2009, the Company had net revenue of million versus million in 2008, corresponding mainly to trademark and banner licence fees and management fees received from subsidiaries. The Company derives substantially all its net revenue from the French subsidiaries. The Company does not have any specific research and development activities. FINANCIAL REVIEW The financial statements are prepared in accordance with French generally accepted accounting principles as approved by the degree of 22 June 1999, and with all CRC standards published after that date. The accounting principles and policies applied to prepare the financial statements are substantially the same as those used in the previous year. These principles and policies are described in the notes to the financial statements, which also include a detailed analysis of the main balance sheet and income statement items, as well as movements during the year. At 31 December 2009, the Company had total assets of 15,210.1 million and equity of 7,124.0 million. Non-current assets amounted to 9,398.2 million (including 9,342.9 million in investments). Total debt stood at 7,292.2 million versus 6,046.9 at 31 December 2008, an increase of 20.6%. Net debt stood at 5,294.9 million versus 4,655.7 million at end-2008, an increase of 13.7%, giving a net-debt-to-equity ratio of 74.32%. The increase was mainly due to new bond issues, as the Company raises the funds required to finance its subsidiaries. Details of debt and financial liabilities are provided in note 13 to the parent company financial statements. No debt is secured by collateral over the Company s assets. At 31 December 2009, the Company had confirmed undrawn bank lines totalling 1,743.4 million. As required by article L of the French Commercial Code (Code de commerce), the following table shows a breakdown of trade payables by due date at the year end: Breakdown of trade payables at end-2009 as required by the LME law 1 to 30 days before the due date 31 to 60 days before the due date 61 to 90 days before the due date More than 91 days before the due date Past due Total Trade payables 14,508, Accounts payable 1,735, ,324, , ,977, Bills payable 1,087, , , ,161, Invoices not yet received 7,369, Amounts due to suppliers of non-current assets 143, Accounts payable 0.00 Bills payable 141, , , Invoices not yet received 0.00

31 Registration document 2009 / Casino Group Management report I 29 Operating profit for the year came to 51.5 million versus 54.0 million in The Company had net financial revenue of million versus 95.8 million in The figure includes mainly : million in income from investments in subsidiaries and associates versus million in 2008 (under the by-laws of Distribution Casino France, Casino Restauration and L Immobilière Groupe Casino, the Company records its share of each of these companies profit for the year in its income statement) million in reversals for impairment losses against Latic. 7.7 million in reversals of provisions for the risk related to the redemption price of bonds indexed to the Casino share price millions in net interest expense million in provisions for impairment of Finovadis shares and 2.2 million for Géant Argentina shares. to million versus million the previous year. Net exceptional expense amounted to ( 26.3) million versus ( 77.8) million in It includes: million in reversals of provisions mainly relating to the loss on disposal of Finovadis shares and impairment of Marushka shares million in other exceptional revenues million in losses on asset disposals, mainly Finovadis shares for million and the contribution of Marushka shares to Tévir for 76.6 million million in provision expense million in other exceptional expense. Profit for the year, before tax, came to million versus 72.0 million in As the parent company of the French tax group, Casino, Guichard-Perrachon recorded a tax benefit of million in 2009, corresponding to the tax saving arising from netting off the profit and losses of the companies in the tax group. After taking this benefit into account, net income for the year was million compared with million in NON-DEDUCTIBLE EXPENSES In accordance with the disclosures required by Articles 223 quater, quinquies and 39-5 of the French General Tax Code (Code général des impôts), no non-deductible expenses were incurred during the year. DIVIDENDS Including retained earnings brought forward from prior years, the sum available for distribution comes to 2,758,967, The Board is recommending a dividend of 2.65 per ordinary share, representing a total amount of million. Private shareholders resident in France for tax purposes will be entitled to claim 40% tax relief on their dividends, in accordance with Article L , paragraph 2, of the French Tax Code (Code général des impôts). They may alternatively elect for liability to the flat rate withholding tax. The dividend will be paid as of 10 May Dividends on any Casino shares held by the Company on that date will be credited to retained earnings. Dividends paid over the last three years and the related tax credits are as follows: Year Class of shares Number of shares Dividend per share Dividend eligible for 40% tax relief Dividend not eligible for 40% tax relief 2006 Ordinary shares Preferred non-voting shares 96,798,396 (1) 15,124, Ordinary shares Preferred non-voting shares 96,992,416 (2) ,124,256 (2) Ordinary shares Preferred non-voting shares 97,769,191 (3) (4) ,589,469 (3) (4) (1) Including 112,942 ordinary shares held by the Company. (2) Including 318,989 ordinary shares and 50,091 preferred non-voting shares held by the Company. (3) Including 250,730 ordinary shares and 411 preferred non-voting shares held by the Company (4) At the annual general meeting of 19 May 2009, the shareholders voted to distribute a cash dividend of 2.53 per ordinary share and 2.57 per preferred non-voting share, plus an additional dividend in the form of Mercialys shares on the basis of one Mercialys share for eight ordinary or preferred nonvoting Casino shares. The per share value of the Mercialys stock dividend is equal to 1/8th of the Mercialys share price on 2 June 2009, i.e The following table shows the total dividend payout (in millions) and the payout rate (as a percentage of net profit), over the past five years: Year Total payout Payout rate (% of net profit) By law, any dividends which have not been claimed within five years of their payment date will lapse and become the property of the French State, in accordance with articles L and L of the French Public Property Code (Code général de la propriété des personnes publiques).

32 30 I Management report Registration document 2009 / Casino Group Management report SUBSIDIARIES AND ASSOCIATES SUBSIDIARIES AND ASSOCIATES THE BUSINESS PERFORMANCE OF THE MAIN SUBSIDIARIES IS DISCUSSED ON PAGES 9 TO 27. A LIST OF CONSOLIDATED COMPANIES IS PROVIDED ON PAGES 142 TO 146. INFORMATION ON CASINO, GUICHARD-PERRACHON S SUBSIDIARIES AND ASSOCIATES IS PROVIDED ON PAGE 174. LEGAL STRUCTURE In France, the Group s business activities are managed through various specialised companies: The retailing business is mainly operated by two subsidiaries: Distribution Casino France, which manages all the hypermarkets, supermarkets and convenience stores in France: Asinco, which holds the Group s interests in Franprix/ Leader Price: Franprix Holding, Franprix Distribution, Leader Price Holding, Leadis Holding, Figeac, Cogefisd, Sofigep, Sodigestion and H2A. Codim 2, which operates the Group s hypermarkets and supermarkets in Corsica. Floréal and Casino Carburants, which operate the service stations on hypermarket/supermarket premises. Serca, which provides an after-sales service with its subsidiary Acos (online support). Casino Vacances, the Group s travel agency, which distributes its catalogue through the various networks. Club Avantages, which manages the S Miles loyalty programme for Casino, Shell, BHV, Monoprix, Galeries Lafayette, SNCF and Caisse d Epargne. Cdiscount (online sales). Monoprix SA, which is 50/50 owned with Galeries Lafayette. The Monoprix Group currently comprises some thirty companies. The Group s real estate interests are held by: L Immobilière Groupe Casino, which owns the hypermarket premises. It has some thirty subsidiaries, including Forézienne de Participations, a real estate holding company and majority shareholder of Mercialys, a real estate investment company that owns the shopping centres and cafeterias surrounding the Group s hypermarkets and supermarkets. Mercialys has the tax status of société d investissement immobilier cotée (SIIC ), a French-style REIT, and has been listed on Euronext Paris since 14 October It has eighteen subsidiaries and associates. Plouescadis, which is the parent of some sixty companies involved in property development. The supply chain business is operated by three subsidiaries: EMC Distribution, the Group s central purchasing agency. Comacas, which manages store supplies. Easydis, which manages warehousing and transportation of goods from warehouses to stores. Support functions are mainly provided through four subsidiaries: Casino Services, notably for accounting, legal affairs and finance. Casino Information Technology for information systems. IGC Services, which provides administrative services, advice and support to the Group s real estate companies. Casino Développement, which undertakes feasibility studies and puts together the technical and administrative applications required to develop buildings for retail use and services. Other specialised subsidiaries include: Casino Restauration, which operates all the Group s cafeterias and its subsidiary R2C, a foodservice company. Banque du Groupe Casino, which manages the Group s consumer finance and payment card business. Campus Casino, the Group s training centre for in-house and external client use. GreenYellow (formerly KSilicium), a holding company housing the solar power generation business. The Group s international business is operated by locally incorporated companies.

33 Registration document 2009 / Casino Group Management report I 31 INVESTMENTS MADE IN 2009 In 2009, the Company acquired and created companies with the following direct and indirect interests: Casino, Guichard-Perrachon (none) Distribution Casino France Group Sandoz Neel (100%), Loen (18.96%). Asinco sub-group Sibel (99,99%), SARL Sogi Mayennedistribution (100%), SARL Sogidistribution (100%), SNC Eperdis (100%), SNC Leader Price Chatillon (100%), SNC Leader Price Delle (100%), SNC Leader Price du Puy (100%), SNC Leader Price Essey (100%), SNC Leader Price Marne (100%), SNC Leader Price Mormant (100%), SNC Leader Price Nogent en Bassigny (100%), SNC Leader Price Orleannais (100%), SNC Leader Price Somme (100%), SNC Leader Price Troyes (100%), SNC Leader Price Vertus (100%), SNC Longwydis (100%), SNC Leader Price Seine Maritime (100%), SARL Ice Haxo (100%), SAS Minimarché Chateauroux (100%), SAS Minimarché Ile de France (100%), SAS Minimarché Région Parisienne (100%), Avidis (100%), SNC DistriRéamur (100%), SogiPontoise (100%), Distriponthieu SNC (100%), Sogidourdan SNC (100%), Distridourdan (100%), Distrigallieni (100%), Saint Brice Distribution SNC (100%), Socodis (100%), Distribon (100%), Alfortdis (100%), Bourdis (100%), Distribac (100%), Auladis (100%), Districhel (100%), Tierdis (100%), Distrival (100%), Anecydis (100%), Sondis (100%), MDF (100%), Guesde (100%), Sopaness (100%), Distrinaire (100%), Jouandis (100%), Revedist (100%), LP Bondis (100%), Distrilille (100%), Proleader (100%), Antoines (100%), Leader Belley (49%), Leader Nîmes (49%), Leader Arbent (49%), Leader St Peray (49%), Leader Chaintre (49%). L Immobilière Groupe Casino group Viveris Odyssée SPPICAV (26,74 %). Plouescadis Group SNC Alcudia Troyes Barberey (100%), SNC Alcudia Grans (100%), SNC Alcudia Tarbes Laloubère (100%), SNC Alcudia Villefranche (100%), SNC Alcudia Auxerre (100%), SNC Alcudia les Clairions (100%), Semnoz A (100%), Semnoz B (100%), Semnoz C (100%), SNC Joutes de la Peyrade (100%), Parc des Salins (99,99%), SCI Caserne de Bonne (99,95%), SCI Les Halles Bords de Loire (99,95%). GreenYellow Group HECP 3 (94%), HECP 3b (94%), HECP 4 (94%), HECP 5 (94%), GreenYellow Montélimar (99,99%), GreenYellow Carcassonne (99,99%), GreenYellow Marseille (99,99%), GreenYellow Marseille les Caillols (99,99%), GreenYellow Hyères (99,99%), GreenYellow Marseille Plan de Campagne (99,99%), GreenYellow Marseille Barneoud (99,99%), GreenYellow Participations 3 (100%), GreenYellow Fréjus (99,99%), GreenYellow Narbonne (99,99%), GreenYellow Aix-en-Provence (99,99%), GreenYellow Ajaccio Mezzavia (99,99%), GreenYellow Nîmes (99,99%), GreenYellow Bordeaux (99,99%), GreenYellow Montauban (99,99%), GreenYellow Rodez (99,99%), GreenYellow Albi (99,99%), GreenYellow Corte (99,99%), GreenYellow Montpellier (99,99%), GreenYellow Castres (99,99%), GreenYellow Ajaccio (99,99%), GreenYellow Saint-André-de-Cubzac (99,99%), GreenYellow Valence sud (99,99%), GreenYellow Arles (99,99%), GreenYellow Participations 4 (100%), GreenYellow Gassin (99,99%), GreenYellow du Garosse (99,99%), GreenYellow le Pradet (99,99%), GreenYellow Sauvian (99,99%), GreenYellow Plaisance du Touch (99,99%), GreenYellow Agen (99,99%), GreenYellow Jumbo le Chaudron (99,99%), GreenYellow Jumbo Grand Large (99,99%), GreenYellow Participations 5 (100%), GreenYellow Marseille Delprat (99,99%), GreenYellow Saint- Chamas (99,99%), GreenYellow Béziers (99,99%), GreenYellow Montpellier Celle (99,99%), GreenYellow Pau Lons (99,99%), GreenYellow Gap (99,99%), GreenYellow Anglet (99,99%), GreenYellow Plaisance du Touch1 (99,99%), GreenYellow Valsprès-le-Puy (99,99%), GreenYellow La Foux (99,99%), GreenYellow Hyères Sup (99,99%), GreenYellow Canet en Roussillon (99,99%), GreenYellow Valence 2 (99,99%), GreenYellow Entrepôts Réunion (99,99%).

34 32 I Management report Registration document 2009 / Casino Group Management report SUBSIDIARIES AND ASSOCIATES SIMPLIFIED ORGANISATION CHART (at 31 December 2009) Company Business % interest EUROPE France Distribution Casino France Group Distribution Casino France Retailing (management of hypermarkets, supermarkets and convenience stores in mainland France) Floréal Service stations Casino Carburants Service stations Casino Vacances Catalogue-based travel sales Serca After-sales service Club Avantages Loyalty programme management 98.0 Groupe Asinco (Franprix-Leader Price) Holding company Franprix Holding Retailing Leader Price Holding Retailing Franprix Distribution Retailing Sofigep Retailing Leadis Holding Retailing Figeac Retailing 84.0 Cogefisd Retailing 84.0 Sarjel Retailing 49.0 Sodigestion Retailing 60.0 H2A Retailing 60.0 Cafige Retailing 60.0 Cofilead Retailing 60.0 Pro Distribution Retailing 49.0 Codim 2 group Retailing (management of hypermarkets and supermarkets in Corsica through several subsidiaries) Monoprix Group Monoprix City-centre retailing 50.0 Casino Restauration Group Casino Restauration Foodservice Restauration Collective Casino R2C Foodservice Villa Plancha Foodservice Casino Entreprise Group Casino Entreprise Holding company Cdiscount e-commerce 80.9 L Immobilière Groupe Casino Group L Immobilière Groupe Casino Real estate Sudéco Shopping arcades Uranie Real estate La Forézienne de Participations Holding company Mercialys Real estate (listed company) 51.1 IGC Services Provision of administrative services Onagan Promotion Property development 99.8

35 Registration document 2009 / Casino Group Management report I 33 Company Business % interest Other Intexa Investment 97.9 Easydis Logistics services EMC Distribution Central purchasing agency Comacas Store deliveries Distridyn Fuel deliveries 50.0 Banque du Groupe Casino Consumer finance (in partnership with Cofinoga) 60.0 Casino Services Provision of legal, accounting and financial services to Group companies Casino Information Technology Information systems management Plouescadis Real estate holding company IGC Promotion Property development GreenYellow (ex Ksilicium) Energy generation holding company Casino Développement Retail property feasibility studies dunnhumby France Marketing analysis 50.0 C-Store Retailing 50.0 Poland Mayland Real Estate Sp z.o.o Real estate Switzerland IRTS Provision of services Luxembourg Casino Ré SA Reinsurance SOUTH AMERICA Argentina Libertad SA Retailing Leader Price Argentina SA Retailing Brazil Companhia Brasileira de Distribuição - CBD (Grupo Pão de Açúcar) Retail (listed company) Colombia Almacenes Exito SA Retail (listed company) 54.8 Uruguay Grupo Disco Uruguay Retailing 62.5 Devoto Hermanos SA Retail 96.5 Venezuela Cativen SA Retailing ASIA Thailand Groupe Big C Retail 63.2 INDIEN OCEAN Vindémia Retail (hypermarkets and supermarkets in Reunion, Madagascar, Mayotte, Mauritius and Vietnam) 100.0

36 34 I Management report Registration document 2009 / Casino Group Management report SUBSIDIARIES AND ASSOCIATES SHAREHOLDERS PACTS The Company is party to several shareholder pacts. Details of the main pacts are as follows: Monoprix On 20 March 2003, Casino and Galeries Lafayette signed an agreement providing for the continuation of their partnership in Monoprix SA. The 25-year agreement was disclosed to the French Stock Exchange Authorities (Conseil des Marchés Financiers, avis CMF no. 203C0223). It provides for the delisting of Monoprix (which took place in 2003) and gives each partner an equal number of seats on the Monoprix Board of Directors, with the Chairman having a casting vote. The chairmanship rotates every three years, after an initial five-year period during which Philippe Houzé, Chairman of Galeries Lafayette, continued to act as Chairman. Once Casino s interest in Monoprix has been raised to 60%, these provisions will lapse. For as long as Galeries Lafayette holds at least 40% of Monoprix s capital, it will have the right to veto any rebranding of Monoprix stores, as well as any acquisition in excess of 80 million. Casino and Galeries Lafayette have exchanged put and call options, as described in note 34.2 to the consolidated financial statements and note 16 to the parent company financial statements. The agreement also provides for the non-transferability of the shares held by each group, a reciprocal pre-emptive right, a joint exit right and reciprocal call options in the event of a change of control. By amendment dated 22 December 2008, Casino and Galeries Lafayette agreed to suspend the exercise of their reciprocal call and put options on Monoprix shares for three years. Philippe Houzé remains Chairman of the Board of Directors for a term of three years until March Franprix-Leader Price Call and/or put options have been granted on shares in a large number of companies that are not wholly-owned by the Group. The options are exercisable for varying periods up to 2043 at a price based on the operating profits of the companies concerned (see notes and 34.2 to the consolidated financial statements). Casino has also entered into shareholders pacts with some of its partners. Following the Casino Group s increase in its holdings in Franprix Holding and Leader Price Holding ; the matching put and call options between the Baud family and the Casino Group were renewed in However, in 2007, when Casino took over the operational management of Franprix and Leader Price, the minority shareholders of Leader Price Holding informed Casino that they contested the conditions of their replacement as managers of the business and that they intended to exercise their put option early. Given the terms of the shareholders agreement and their mismanagement, the Casino Group refutes this position and their right to early exercise of the put option. The arbitration board upheld the Company s position in a ruling delivered on 2 July The board ruled that Casino had acted legitimately in dismissing the Baud family members as managers and that, accordingly, the value of the remaining interests in Franprix and Leader Price held by the Baud family should be calculated in accordance with the promises on a multiple of 14 times the average 2006 and 2007 earnings of the two companies. Following this ruling, on 12 November 2009 Groupe Casino acquired the Baud family s remaining interests in Franprix and Leader Price and now holds 100% of both companies. Almacenes Exito (Colombia) In July 1999, Casino entered into a strategic development agreement with Almacenes Exito, whereby Casino acquired 25% of this company s share capital and became a benchmark strategic partner. In conjunction with the share acquisition, the two partners signed a shareholder pact setting out, amongst other things, their agreement concerning the management of the company. The pact was amended in October 2005, and between then and 31 December 2006, Casino increased its holding in Almacenes to 38.62%. On 16 January 2007, Casino exercised its right of first refusal over shares sold by one of the local partners and became the majority shareholder on 3 May On 17 December 2007, Casino signed a new amendment to the Exito shareholder pact to reflect the stronger relationship between Casino, the majority shareholder, and its strategic partners. Under the new agreements, the partners have given up their put option, thereby releasing Casino from its commitment to purchase their interests in Exito. In addition, to take account of the new ownership structure, the revised shareholder pact contains new voting rules for appointing directors and for certain other decisions, as well as provisions simplifying the rules on selling shares and other customary clauses. Disco Uruguay Group (Uruguay) In conjunction with Casino s September 1998 acquisition of a stake in Grupo Disco del Uruguay, a shareholder pact was signed with the founding families covering a period of

37 Registration document 2009 / Casino Group Management report I 35 five years, renewable once. The pact sets out the basis for the exercise of joint control by the Casino and the founding families over the business of the Supermercados Disco del Uruguay subsidiary, with the two partners holding an equal number of seats on the Board. The pact expired in September 2008 and the family shareholders continue to benefit from put options granted by Casino, exercisable until 21 June These put options are described in note 16 to the parent company financial statements and note 34.2 to the consolidated financial statements. Companhia Brasileira de Distribuição - CBD (Brazil), parent company of Grupo Pão de Açúcar In 2005, the Casino Group entered into a partnership agreement with the family of Abilio Diniz providing for joint control over the holding company and CBD. As a result, their shareholder pact was revised. The two shareholders now have equal representation on the Boards of Directors of the holding company and CBD. CBD s Board of Directors has fourteen members, including five representing the Casino Group, five representing the Diniz family and four independent directors appointed by mutual agreement of the Casino Group and the Diniz family. Abilio Diniz remains Chairman of CBD and has been appointed Chairman 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 its shares in the holding company for nine years, and Casino undertook not to sell its shares for a period of eighteen months from July 2005, the date on which joint control was implemented. In 2008, Casino exercised its call option over a block of shares representing 5.6% of the voting rights and 2.4% of the share capital. After these lock-up periods, each shareholder has a right of first refusal should the other party wish to sell its shares. The parties have also agreed to a certain number of changes to the pact in 2012 designed to shift the percentage of control over GPA between them, depending on the circumstances. As of that year, Casino will have the right to appoint the Chairman of the holding company. If Casino exercises this right, the pact allows for a change in the two parties respective percentage control over the holding company through the exercise of call and put options. However, this will not give rise to any financial commitment binding on the Casino Group without its prior agreement. PLEDGED ASSETS Assets pledged by the Company or companies in the Group do not represent a material percentage of the Group s fixed assets ( 89 million representing 0.6% of non-current assets). RELATED-PARTY TRANSACTIONS The Company has relations with all its subsidiaries in its day-to-day management of the Group. These relations are described on page 28. As a result of the Group s legal and operational organisation structure (see page 30), various Group companies may also have business relations or provide services to each other. The Company also receives advice from its majority shareholder, Groupe Rallye, through Euris (formerly Groupe Euris), the ultimate holding company, under a strategic advice and assistance contract signed in The Statutory Auditors special report on regulated agreements signed between the Company and (i) the Chairman and Chief Executive Officer, (ii) a director, or (iii) a shareholder owning more than 10% of the Company s voting rights, or in the case of a corporate shareholder the company controlling that shareholder, and which were not entered into on arm s length terms is presented on page 176. Details of related-party transactions can be found in note 36 to the consolidated financial statements.

38 36 I Management report Registration document 2009 / Casino Group Management report SUBSEQUENT EVENTS On 8 January 2010, President Hugo Chavez announced a devaluation of the Venezuelan currency and the introduction of two official exchanges rates against the dollar, one at VEF 2.60 for imports of food, pharmaceuticals and other basic goods (previously VEF 2.15 since 2005), the other at VEF 4.30 for everything else. This devaluation constitutes a non-adjusting event after the balance sheet date. In accordance with the accounting policy set out in note to the consolidated financial statements, the financial statements of Venezuelan entities have been translated at the official exchange rate prevailing on 31 December Use of the new rate of VEF 4.30 in the 2009 consolidated financial statements would have decreased net revenue by about 1.5% and would not have had a material impact on trading profit (for further details, see note 2.2, page 89, of the notes to the consolidated financial statements. On 17 January 2010, President Hugo Chavez ordered the nationalisation of Exito hypermarkets in Venezuela. The Group is currently in discussions with the Venezuelan government to find a solution in the interests of both parties. Casino believes that the nationalisation of its main business activities in Venezuela would have a limited impact on earnings, cash flow and financial position. Under IAS 10 Events after the Balance Sheet Date, this is an event which is indicative of conditions that arose after the balance sheet date (non-adjusting event). On 3 February 2010, Casino successfully completed its offer, launched on 26 January, to exchange its 2012 and 2013 bonds for a new bond maturing February 2017 and paying interest equivalent to midswap plus 135 basis points. A total of 888 million worth of the new bonds have been issued. The exchange offer was highly successful, with qualifying holders tendering around 1.5 billion in notes, or almost twice the maximum acceptance amount. It has reduced bond redemptions due in 2012 and 2013 by, respectively, 440 million and 354 million, thereby improving the Group s debt profile and lengthening maturities.

39 Registration document 2009 / Casino Group Management report I 37 OUTLOOK FOR 2010 AND CONCLUSION Casino has robust fundamentals to support its future development: A favourable business mix in France, with a strong focus on convenience and discount formats and a leading position in B to C e-commerce. French leader in private label goods. Leading positions in high-potential international markets. Recognised expertise in property value creation. The Group will continue to improve its operational efficiency through further cost cuts and inventory reductions coupled with a selective capital spending policy. Casino will continue with its 1 billion asset disposal programme and confirms its target of a net debt to EBITDA ratio of less than 2.2x at end In France, the Group intends to increase its market share by improving the price-competitiveness of its banners through reinvestment of purchasing gains and stepping up expansion of its convenience and discount formats. In the international markets, the Group s quality assets in high-potential countries should deliver strong, profitable growth in These forward-looking statements are based on what the Group believes to be reasonable assumptions, but are not an indication of future profits. They are subject to the risks and uncertainties inherent in the Group s businesses that could cause actual results to differ materially from the targets and outlook provided above. SHARE CAPITAL AND SHARE OWNERSHIP SHARE CAPITAL As of 31 December 2009, the share capital amounted to 168,852, divided into 110,360,987 shares each with a par value of It was unchanged at 28 February TREASURY SHARES - AUTHORISATION TO TRADE IN COMPANY SHARES On 19 May 2009, shareholders authorised the Board of Directors to purchase shares of the Company s ordinary and/or preferred non-voting stock in accordance with the provisions of Articles L et seq. of the French Commercial Code (Code de commerce) notably for the following purposes: To maintain a liquid market in the Company s shares through market-making transactions carried out by an independent investment services provider acting in the name and on behalf of the Company under a liquidity contract that complies with a code of ethics approved by the French securities regulator (Autorité des Marchés Financiers). To allocate shares (i) on exercise of stock options granted by the Company pursuant to Articles L et seq. of the French Commercial Code (Code de commerce), (ii) under an employee stock ownership plan governed by Articles L et seq. of the French Labour Code (Code du travail) or (iii) in connection with share grants governed by Articles L et seq. of the French Commercial Code (Code de commerce). To allot shares upon exercise of rights attached to securities redeemable, convertible, exchangeable or otherwise exercisable for shares. To keep shares for subsequent delivery in payment or exchange for shares of another company in accordance with market practices approved by the French securities regulator (Autorité des Marchés Financiers). To cancel shares, in order to increase earnings per share;

40 38 I Management report Registration document 2009 / Casino Group Management report SHARE CAPITAL AND SHARE OWNERSHIP To implement any other market practices authorised in the future by the French securities regulator (Autorité des Marchés Financiers) and, generally, to carry out any transaction allowed under current legislation. The shares may be purchased, sold, transferred or exchanged by any method, including through block trades or other transactions carried out on the regulated market or over-the counter. The authorised methods include the use of any derivative financial instruments traded on 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 significantly increase the shares volatility. The shares may also be used for stock lending transactions in accordance with Articles L et seq. of the French Monetary and Financial Code (Code monétaire et financier). The maximum authorised purchase price is 100 per ordinary share and 90 per preferred non-voting share. Transactions carried out in 2009 and until 28 February 2010 Liquidity contract for ordinary shares In February 2005, Casino mandated Rothschild & Cie Banque to implement a liquidity contract to ensure a wide market and regular quotations for its ordinary shares. The contract complies with the Code of Conduct of the Association Française des Marchés Financiers (AMAFI) approved by the French securities regulator (Autorité des Marchés Financiers) on 1 October Casino allocated 700,000 ordinary shares and the sum of 40 million to the liquidity account. A total of 4,863,851 ordinary shares were purchased in 2009 at an average price per share of 50.29, and 4,863,851 shares were sold at an average price per share of At 31 December 2009, the liquidity account held no ordinary shares and the sum of 91 million. From 1 January to 28 February 2010, a total of 555,286 ordinary shares were purchased at an average price per share of 60.57, and 167,786 shares were sold at an average price per share of At 28 February 2010, the liquidity account held 387,500 ordinary shares and the sum of 90.7 million. Liquidity contract for preferred non-voting shares Following the conversion of preferred non-voting shares into ordinary shares approved at the annual general meeting and special class meeting held on 19 May 2009, the Group needed to promote liquidity and regular price quotations in the preferred non-voting shares for the purpose of managing fractional rights. Consequently, in May 2009 the Company mandated Rothschild & Cie Banque to implement a liquidity contract for the preferred non-voting shares. Under the contract, Rothschild & Cie Banque was not required to make a market in the shares but simply to act as counterparty in the market up to a maximum of 300 shares per transaction until such time as the conversion of preferred non-voting shares into ordinary shares was completed. The contract complies with the Code of Conduct of the Association Française des Marchés Financiers (AMAFI) approved by the French securities regulator (Autorité des Marchés Financiers) on 1 October Casino allocated 411 preferred non-voting shares and the sum of 1 million to the liquidity account. A total of 15,202 preferred non-voting shares were purchased in 2009 at an average price per share of 43.56, and 15,607 preferred non-voting shares were sold at an average price per share of On 15 June 2009, when the conversion was completed on the basis of seven preferred non-voting shares for six ordinary shares, there were six preferred non-voting shares remaining on the liquidity account. The Company renounced its rights over these shares and they were cancelled on the date of conversion. Call options to cover options to purchase existing shares of Casino stock Call options Since 2005, to cover part of the stock option plans granted, Casino has purchased call options on ordinary shares with the same attributes (number, price and final exercise date) as the stock options granted to employees and officers under the plans. No call options were exercised in 2009 and 141,029 were cancelled after a corresponding number of stock options were cancelled when the grantees left the company. Premiums received totalled 0.21 million. 943,046 call options lapsed during the year without being exercised. In June 2009, the number and exercise price of the calls outstanding were adjusted pursuant to the payment of a part of Casino s 2008 dividend in Mercialys shares. From 1 January to 28 February 2010, 2,466 calls were exercised and 12,444 were cancelled after a corresponding number of stock options were cancelled when the grantees left the company. Premiums received totalled 0.36 million. The following table shows the attributes of the call options purchased as well as transactions carried out during 2009 and from 1 January to 28 February 2010:

41 Registration document 2009 / Casino Group Management report I 39 Expiry date 2009 transactions 2010 transactions Calls outstanding at 1 January 2009 Calls cancelled Calls exercised Calls lapsed Calls adjusted Calls outstanding at 31 December 2009 Calls cancelled Calls exercised Calls outstanding at 28 February 2010 Adjusted exercise price 8 June , , Oct ,562 67, ,815 50, June ,280 14,016 2,408 41, ,466 38, Oct ,000 58,731 17, ,027 11, , Total 1,338, , ,046 70, ,699 12,444 2, ,789 Share purchases In 2009, the Company purchased 87,386 ordinary shares at an average price of with a view to allocating them to employee stock option, stock ownership plans or share grant to employees and officers. Other stock transactions The Company purchased 411 preferred non-voting shares from its subsidiary Germinal SNC at a price of They were allocated to the new liquidity contract for preferred non-voting shares (see above). Other than the 411 preferred non-voting shares purchased directly from a subsidiary, all the shares were purchased either through an independent investment services provider acting on behalf of the company or through off-market block trades. In addition, 77,700 ordinary shares were sold through off-market block trades at an average price of The Company did not cancel any ordinary shares in Six preferred non-voting shares were cancelled upon conversion of the preferred non-voting shares into ordinary shares, when the Company renounced its rights over these shares. 301,489 ordinary shares and 534,793 preferred non-voting shares were cancelled in the twenty-four months from 1 March 2008 to 28 February No shares were purchased from 1 January to 28 February Summary of stock transactions The table below shows details of treasury shares bought and sold between 1 January and 31 December 2009, and between 1 January and 28 February 2010, together with the number of treasury shares held by the Company: Ordinary shares Preferred non-voting shares % of capital represented by total number of shares held Number of shares held at 31 December , Number of shares purchased under a liquidity contract 4,863,851 15,202 Number of shares sold under a liquidity contract (4,863,851) (15,607) Other share purchases 87, Other share sales (77,700) Number of shares arising on the exercise of call options Number of shares sold on the exercise of stock options Number of shares vested under stock grant plans Number of shares cancelled (6) Number of shares held at 31 December , Number of shares purchased under the liquidity contract 555,286 Number of shares sold under the liquidity contract 167,786 Number of shares arising on the exercise of call options 2,466 Other share purchases Other share sales Number of shares held at 28 February ,

42 40 I Management report Registration document 2009 / Casino Group Management report SHARE CAPITAL AND SHARE OWNERSHIP At the year-end, the company owned 85,030 ordinary shares (purchase cost: 4.4 million) with a par value of 1.53, representing 0.08% of the share capital. Based on closing prices on 31 December 2009 ( 62.53), their market value totalled 5.3 million. At 28 February 2010, the company owned 474,996 ordinary shares (purchase cost: 27.8 million) with a par value of 1.53, representing 0.43% of the share capital. Based on closing prices on 26 February 2010 ( 59.11), their market value totalled 28.1 million. They have been allocated as follows: 387,500 ordinary shares to the liquidity contract; 85,030 ordinary shares to cover stock option, share ownership or stock grant plans for employees and officers of the Group. 2,466 ordinary shares for cancellation. On 31 December 2009, Germinal SNC, an indirectly whollyowned subsidiary, held 928 ordinary shares. At the Annual General Meeting of 29 April 2010, shareholders will be asked to renew the authorisation for the Board of Directors to purchase Company shares pursuant to Article L of the French Commercial Code (Code de commerce), notably for the following purposes: To maintain a liquid market in the Company s shares through market-making transactions carried out by an independent investment services provider acting in the name and on behalf of the Company under a liquidity contract that complies with a code of ethics approved by the French securities regulator (Autorité des Marchés Financiers). To implement stock option plans pursuant to Articles L et seq. of the French Commercial Code (Code de commerce), employee savings plans pursuant to Articles L et seq. of the French Labour Code (Code de travail) and share grants pursuant to Articles L et seq. of the French Commercial Code (Code de commerce); To allot shares upon exercise of rights attached to securities redeemable, convertible, exchangeable or otherwise exercisable for shares. To keep shares for subsequent delivery in payment or exchange for shares of another company in accordance with market practices approved by the French securities regulator (Autorité des Marchés Financiers). To cancel shares, in order to increase earnings per share. To implement any other market practices authorised in the future by the French securities regulator (Autorité des Marchés Financiers) and, generally, to carry out any transaction allowed under current legislation. The shares may be purchased, sold, transferred or exchanged by any method, including through block trades or other transactions carried out on the regulated market or over-the counter. The authorised methods include the use of any derivative financial instruments traded on 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 significantly increase the shares volatility. The shares may also be used for stock lending transactions in accordance with Articles L et seq. of the French Monetary and Financial Code (Code monétaire et financier). The maximum authorised purchase price will be 100 per ordinary share. The use of this authorisation may not have the effect of increasing the number of shares held in treasury to more than 10% of the total number of shares outstanding. Based on the number of shares outstanding on 28 February 2010, less the 475,924 shares held in treasury at that date, and assuming that the shares held in treasury are not cancelled or sold, the maximum limit is 10,560,174 shares. The maximum amount that may be invested in the share buyback programme is therefore 1, million. The authorisation will be valid for a period of eighteen months. At the Annual General Meeting of 19 May 2009, the shareholders renewed their authorisation for the Board of Directors to reduce the share capital by cancelling treasury shares for a period of 36 months until 18 May SHARE CAPITAL AUTHORISED BUT NOT YET ISSUED At their Annual General Meetings of 31 May 2007, 29 May 2008 and 19 May 2009, the shareholders granted the Board of Directors various authorisations to increase the share capital and make share grants to Group employees and officers for the purpose of raising funds in the market to finance the Group s future growth and improve its financial position. These authorisations are summarised in the table below:

43 Registration document 2009 / Casino Group Management report I 41 Transactions Maximum amount Terms and conditions Date of autorisation Term Expiry Capital increase by issuing shares or securities carrying rights to new or existing shares of the company or existing shares of any company in which it directly or indirectly owns more than 50% of the share capital or to debt securities, with pre-emptive rights in the case of new share issues 150 million (1) (2) with PE* 19 May months 18 July 2011 Capital increase by issuing shares or securities carrying rights to new or existing shares of the company or existing shares of any company in which it directly or indirectly owns more than 50% of the share capital or to debt securities, without pre-emptive rights in the case of new share issues 150 million (1) (2) without PE* 19 May months 18 July 2011 Capital increase by capitalising reserves, earnings, share premiums or other capitalisable sums 150 million (1) 19 May months 18 July 2011 Capital increase by issuing shares or share equivalents to pay for contributions in kind made to the Company comprising shares or share equivalents 10% of the share capital (1) without PE* 19 May months 18 July 2011 Capital increase by issuing shares or share equivalents in the event of a share exchange offer initiated by Casino, Guichard-Perrachon for the share of another listed company 150 million (2) without PE* 19 May months 18 July 2011 Issuance of stock warrants, with or without consideration, to shareholders that are exercisable at a discount to market price, while a takeover bid for the Company is in progress. 150 million 19 May months 18 November 2010 Capital increase by issuing shares to employees who are members of an employee share ownership plan provided by the Company or related companies Stock option grants to employees and officers of the Company and related companies. Share grants of new or existing ordinary shares to employees and officers of the Company and related companies 5% of the total number of shares outstanding at the time of issuance 5% of the total number of shares outstanding at the time of issuance 2% of the total number of shares outstanding at the time of issuance without PE* 19 May months 18 July 2011 without PE* 31 May months 30 July 2010 without PE* 29 May 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. 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 currencies or monetary units based on a basket of currencies. (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 currencies or monetary units based on a basket of currencies.

44 42 I Management report Registration document 2009 / Casino Group Management report SHARE CAPITAL AND SHARE OWNERSHIP At the Annual General Meeting of 29 April 2010, the shareholders will be asked to renew the authorisation to make stock option grants to employees and officers of the company or related companies, which expires on 30 July The shareholders will also be asked to authorise the Board of Directors to issue, without pre-emptive rights, shares or securities carrying immediate or deferred rights to new or existing shares of the Company or existing shares of any company in which it directly or indirectly holds more than 50% of the share capital, or to debt securities, by way of placement with the persons referred to in Article L II of the French Monetary and Financial Code (Code monétaire et financier). The Board of Directors used these authorisations as follows: A total of 54,497 stock options exercisable for new ordinary shares were granted in 2007, 544,362 were granted in 2008 and 109,753 were granted in 2009, in accordance with the authorisation granted by extraordinary resolution of the shareholders at the Annual General Meeting of 31 May 2007 (see paragraph below on Stock equivalents ). Share grants totalling 60,800 ordinary shares were made in 2008 and 524,736 were made in 2009, in accordance with the authorisation granted by extraordinary resolution of the shareholders at the Annual General Meeting of 29 May 2008 (see paragraph below on Stock equivalents ). STOCK EQUIVALENTS Options to purchase new shares Since 1990, the Group has introduced several stock option plans for officers and employees. Details of all stock option plans that expired in 2009 and those valid at 28 February 2010 are shown below. No executive officers have received stock options. Grant date Initial exercise date Expiry date Original number of grantees Subscription price ( ) Number of options granted Number of options exercised Number of options cancelled or lapsed Number of options outstanding 9 Dec Dec June , ,207 8 April April Oct , ,332 7, ,882 9 Dec Dec June ,527 3,341 38,882 36, May May Nov ,643 7, , ,280 8 Dec Dec June , ,870 33, April April Oct , , , Dec Dec June ,708 21,234 32, April Oct Oct , , ,319 7 Dec June June ,497 12,726 41, April Oct Oct ,361 88, ,460 5 Dec June June ,001 7, , Dec June June ,000 1, April Oct Oct ,150 1,000 36,150 4 Dec June June , ,045 Share grants Pursuant to the provisions of articles L et seq. of the French Commercial Code (Code de commerce), the Company has made share grants to employees of Group companies. Details of the share grant plans valid at 28 February 2010 are shown below. No executive officers have received share grants.

45 Registration document 2009 / Casino Group Management report I 43 Grant date Vesting date Date from which the shares may be sold Number of grantees To Executive Officers Number of shares granted To the top ten grantees (*) Total adjusted number of shares granted at 28 February 2010 (1) 13 April Oct Oct ,133 52,832 (2) 13 April Oct Oct ,450 1,925 (3) 13 April Oct Oct ,440 3,720 (4) 7 Dec Dec Dec ,602 27,468 (5) 14 April Oct Oct , ,688 (6) 14 April Oct Oct ,760 3,640 (4) 14 April Oct Oct ,810 5,365 (7) 14 April April Oct ,517 6,517 (5) 14 April April Oct ,500 1,500 (5) 29 Oct Oct Oct ,800 52,300 (5) 5 Dec Dec Dec (5) 22 Dec Dec Dec (5) 8 April Oct Oct ,017 87, ,650 (6) 8 April Oct Oct ,410 5,350 (4) 8 April Oct Oct ,260 8,960 (8) 8 April April April ,000 8,000 (5) 4 Dec Dec Dec ,463 24,463 (5) (*) At inception (1) Number of shares granted at inception less those cancelled when the grantees left the company. (2) The share grants are contingent upon the grantees remaining with the company until the vesting date and upon achievement of a performance target based on organic sales growth on a comparable basis over two years of French operations that are fully or proportionately consolidated including Monoprix but excluding Vindémia. (3) The grantees are employees and officers of the Monoprix group. The share grants are contingent upon the grantees remaining with the company until the vesting date and upon achievement of two performance targets measured at the end of 2007 and The targets are EBIT (before asset disposals) and net debt (before dividends paid as of 1 January 2007). (4) The grantees are employees and officers of the Codim 2 group. The share grants are contingent upon the grantees remaining with the company until the vesting date and upon achievement of a performance target based on Codim 2 organic sales growth on a comparable basis over two years. (5) The share grants are contingent upon the grantees remaining with the company until the vesting date. (6) The share grants are contingent upon the grantees remaining with the company until the vesting date and upon achievement of a performance target based on organic sales growth on a comparable basis over two years of French operations that are fully or proportionately consolidated including Franprix-Leader Price and Monoprix but excluding Vindémia. (7) The grantees are employees and officers of the Monoprix group. The share grants are contingent upon the grantees remaining with the company until the vesting date and upon achievement of two Monoprix performance targets measured at the end of 2008 and The targets are EBIT (before asset disposals) and net debt (before dividends paid as of 1 January 2008). (8) The grantees are employees and officers of the Monoprix group. The share grants are contingent upon the grantees remaining with the company until the vesting date and upon achievement of a performance target based on Monoprix organic sales growth on a comparable basis over two years.

46 44 I Management report Registration document 2009 / Casino Group Management report SHARE CAPITAL AND SHARE OWNERSHIP On 13 April 2009, 65,469 new ordinary shares vested under the 13 April 2006 plan and on 31 May 2009, 11,700 new ordinary shares vested under the 31 May 2007 plan. The shares granted under the 13 April 2006 plan were subject to the grantees remaining with the company until the vesting date and on achievement of an annual performance target which determines the percentage of shares that vest each year, the total number of vested shares being equal to the average of the annual awards made. The performance target was based on organic sales growth on a comparable basis of French operations that are fully or proportionately consolidated excluding Monoprix and Vindémia. For hypermarket and supermarket managers, store performance was also a criteria. The shares granted under the 31 May 2007 plan were contingent only upon the grantees remaining with the company until the vesting date. POTENTIAL NUMBER OF SHARES The potential number of shares at 28 February 2010 is as follows: Number of shares as of 28 February ,360,987 Stock options 1,378,005 Share grants 805,878 Potential shares outstanding 112,544,870 The number of shares could therefore be increased by 1.98%, representing 1.94% potential dilution of the existing share base. CHANGE IN SHARE CAPITAL OVER THE LAST FIVE YEARS 1 January 2005 to 28 February 2010 Number of shares issued/cancelled Increase/(decrease) in share capital (in ) Share capital (in ) Total number of shares in issue Ordinary Preferred Par value Premium Ordinary Preferred Total 2005 Exercise of B warrants Absorption of subsidiaries Payment of dividends in shares ,296, ,043, , , ,146, ,167, ,168, ,211, ,477,931 93,477,986 96,774,539 15,128,556 15,128,556 15,128, ,606, ,606, ,903, Stock options Exercise of C warrants Absorption of subsidiaries Cancellation of preferred stock 19,420 4, (4,300) 29, , (6,579.00) 1,154, , , (199,803.80) 171,241, ,248, ,248, ,241, ,793,959 96,798,318 96,798,396 96,798,396 15,128,556 15,128,556 15,128,556 15,124, ,922, ,926, ,926, ,922, Stock options Cancellation of ordinary shares 295,234 (101,214) 451, (154,857.42) 17,558, ,005, ,693, ,538, ,093,630 96,992,416 15,124,256 15,124, ,217, ,116, Stock options Absorption of subsidiaries Cancellation of preferred stock Cancellation of ordinary shares Creation of Emily 2 employee share ownership plan 278, (301,489) 800,000 (534,787) 425, (818,224.11) (461,278.17) 1,224, ,744, , (23,163,161.80) (20,984,265.02) 35,720, ,964, ,964, ,146, ,684, ,908, ,270,638 97,270,680 97,270,680 96,969,191 97,769,191 15,124,256 15,124,256 14,589,469 14,589,469 14,589, ,394, ,394, ,860, ,558, ,358, Stock grants Conversion of preferred to ordinary shares* Stock options 77,169 12,505,254 9,373 (14,589,469) 118, (3,188,848.95) 14, (118,068.57) 3,188, , ,026, ,837, ,852, , , , ,589, ,435, ,351, ,360, Stock options 168,852, , ,360,987

47 Registration document 2009 / Casino Group Management report I 45 OWNERSHIP OF SHARE CAPITAL AND VOTING RIGHTS As of 31 December 2009, a total of 162,346,146 voting rights were attached to the 110,275,029 ordinary shares in issue. The difference between these two figures is due to the fact that certain registered shares carry double voting rights (see Voting rights on page 244). It also reflects the fact that Casino shares held directly or indirectly by the Company are stripped of voting rights. Taking account of the gain or loss of double voting rights by some shareholders since 1 January 2010 and the number of treasury shares, a total of 161,879,782 voting rights were attached to the 109,885,063 voting ordinary shares in issue as of 28 February Casino, Guichard-Perrachon is controlled, directly and indirectly, by Euris. The diagram below shows the Company s position within the Group as of 28 February 2010: Euris (1) 92.35% (2) Finatis 89.20% (3) Foncière Euris 57.67% (4) Rallye 48.62% (5) Casino, Guichard-Perrachon Listed company (1) Euris is controlled by Jean-Charles Naouri. (2) 92.55% of the voting rights. (3) 91.99% of the voting rights. (4) 72.79% of the voting rights. (5) 60.91% of the voting rights. The table below shows the ownership of share capital and voting rights as of 31 December 2007, 2008 and 2009, and as of 28 February 2010: 2007 Ordinary shares Preferred non-voting Total shares Voting rights (*) number % number % number % number % Public 41,776, ,774, ,551, ,316, Registered 3,655, , ,757, ,196, Bearer 38,120, ,673, ,794, ,120, Rallye Group 48,576, ,029, ,606, ,387, Galeries Lafayette 2,049, ,049, ,985, CNP Group 1,915, , ,170, ,915, Employee share ownership plan 2,323, , ,388, ,800, Treasury stock 350, , Total 96,992, ,124, ,116, ,406, Ordinary shares Preferred non-voting Total shares Voting rights (*) number % number % number % number % Public 42,909, ,574, ,484, ,131, Registered 3,447, , ,549, ,669, Bearer 39,462, ,472, ,934, ,462, Rallye Group 47,876, ,695, ,571, ,338, Galeries Lafayette 2,049, ,049, ,985, CNP Group 1,895, , ,149, ,790, Employee share ownership plan 2,961, , ,026, ,323, Treasury stock 76, , Total 97,769, ,589, ,358, ,569,

48 46 I Management report Registration document 2009 / Casino Group Management report SHARE CAPITAL AND SHARE OWNERSHIP 31 December 2009 Ordinary shares Preferred non-voting Total shares Voting rights (*) number % number % number % number % Public 49,703, ,703, ,664, Registered 3,626, ,626, ,587, Bearer 46,077, ,077, ,077, Rallye Group (1) 53,653, ,653, ,598, Galeries Lafayette 2,049, ,049, ,985, CNP Group 1,887, ,887, ,775, Employee share ownership plan 2,980, ,980, ,321, Treasury stock (2) 85, , Total 110,360, ,360, ,346, february 2010 Ordinary shares Preferred non-voting Total shares Voting rights (*) number % number % number % number % Public 49,340, ,340, ,225, Registered 3,551, ,551, ,435, Bearer 45,789, ,789, ,789, Rallye Group (1) 53,653, ,653, ,598, Galeries Lafayette 2,049, ,049, ,985, CNP Group 1,887, ,887, ,775, Employee share ownership plan 2,953, ,953, ,294, Treasury stock (2) 475, , Total 110,360, ,360, ,879, (*) Rights to vote in Annual General Meetings, which are not the same as the voting rights published under France s disclosure threshold rules. When the monthly disclosures of total voting rights and shares are made, the number of voting rights is calculated, in compliance with Article of the AMF s General Rules and Regulations, on the basis of all the shares carrying voting rights, including shares held in treasury, whose voting rights may not be exercised in Annual General Meetings. (1) At 31 December 2009, Rallye SA held 10.5% of the share capital representing 13.3% of the voting rights directly, and 38.1% of the share capital representing 47.5% of the voting rights indirectly via six subsidiaries, five of which own over 5% of the share capital and voting rights: Alpétrol with 11.2% of the share capital and 15.2% of the voting rights, Habitation Moderne de Boulogne with 6.7% of the share capital and 7.9% of the voting rights, Kerrous with 6.5% of the share capital and 8.3% of the voting rights, Cobivia with 5.1% of the share capital and 6.8% of the voting rights, and Omnium de Commerce et de Participations with 5.1% of the share capital and 6.9% of the voting rights. At 28 February 2010, Rallye SA held 10.5% of the share capital representing 13.3% of the voting rights directly, and 38.1% of the share capital representing 47.6% of the voting rights indirectly via six subsidiaries, five of which own over 5% of the share capital and voting rights: Alpétrol with 11.2% of the share capital and 15.3% of the voting rights, Habitation Moderne de Boulogne with 6.7% of the share capital and 7.9% of the voting rights, Kerrous with 6.5% of the share capital and 8.3% of the voting rights, Cobivia with 5.1% of the share capital and 6.9% of the voting rights, and Omnium de Commerce et de Participations with 5.1% of the share capital and 6.9% of the voting rights. (2) Casino holds a certain amount of treasury stock directly, purchased either to meet its commitments under executive and employee stock option plans (see page 62) or under the liquidity contract (see page 38). At 31 December 2009, Germinal, a wholly-owned subsidiary of Casino, held 928 ordinary shares representing % of the share capital at that date. Through the Group s employee share ownership plan, Group employees owned 2,980,707 ordinary shares on 31 December 2009, representing 2.7% of the share capital and voting rights. On 26 February 2010, the Company conducted a survey of holders of bearer ordinary shares. The survey identified 63,555 shareholders or nominees, together holding 48,884,532 ordinary shares, representing 44.30% of the share capital.

49 Registration document 2009 / Casino Group Management report I 47 The number of Casino shareholders is estimated at approx. 70,000 (source: survey of identifiable holders of bearer shares carried out on 26 February 2010, and shareholders register). To the best of the Company s knowledge, no shareholder other than those listed above holds over 5% of the Company s share capital or voting rights. Between 1 January 2009 and 28 February 2010, the following shareholders disclosed a notifiable interest to the AMF: Shareholder Date of disclosure Direction Number of shares and voting rights disclosed Ordinary shares Preferred non-voting % of the share capital (1) % of voting rights (1) AMF reference Rallye 15 Jan Increase 15,370,527 24,870, C0884 Rallye 18 Nov Decrease 11,629,447 21,556, C1415 (1) Based on information provided by the Company pursuant to article L of the French Commercial Code (Code de commerce) and article L of the AMF s General Rules and Regulations on the date of disclosure. However, the total number of voting rights published monthly is calculated, in compliance with article L of the AMF s General Rules and Regulations, on the basis of all the shares carrying potential voting rights, including shares held in treasury, whose voting rights may not be exercised in Annual General Meetings. As of 31 December 2009, 15,743,989 ordinary shares had been pledged by their holders. The table below shows details of ordinary shares and preferred non-voting shares pledged by the Rallye Group to secure various credit facilities: Beneficiary Date of initial pledge Expiry date Conditions for release of pledge Number of shares pledged % share capital pledged Crédit Agricole Group (1) July 2006 February 2014 (2) 5,194, HSBC (1) May 2007 June 2012 (2) 2,070, Rabobank July 2007 July 2012 (2) 3,246, Deutsche Bank October 2006 October 2011 (2) 2,153, Crédit Suisse May 2008 May 2011 (2) 1,600, Bayerische Landesbank January 2007 January 2012 (2) 1,058, Other banks (1) December 2006 March 2014 (2) 374, Total 15,698, (2) On repayment or maturity of the facility. To the best of the Company s knowledge, there are no shareholder pacts involving the Company s shares. As of 31 December 2009, Casino shares held directly by members of the Board of Directors represented 5.10% of the share capital and 6.94% of the voting rights in annual meetings. As of the same date, 48.62% of the share capital and 60.74% of the voting rights were controlled directly or indirectly by these members. As of 28 February 2010, Casino shares held directly by members of the Board of Directors represented 5.10% of the share capital and 6.96% of the voting rights in annual meetings. As of the same date, 48.62% of the share capital and 60.92% of the voting rights were controlled directly or indirectly by these members.

50 48 I Management report Registration document 2009 / Casino Group Management report SHARE CAPITAL AND SHARE OWNERSHIP The following table presents transactions disclosed to the Company by directors and related parties from 1 January 2009 to 28 February 2010: Date Shareholder Purchase/sale Financial instrument Number of instruments Amount (in ) 29 Jan Foncière Euris, Director Purchase 29 Jan Foncière Euris, Director Purchase Call spreads on ordinary shares Call spreads on ordinary shares 291,881 1,108, ,881 1,129, Feb Pierre Giacometti, Director Purchase Ordinary shares , May June June June June June 2009 Rallye, company related to Foncière Euris, Director Omnium de Commerce et de Participations. Director L'Habitation Moderne de Boulogne, company related to Foncière Euris, Director Cobivia, company related to Foncière Euris, Director Kerrous, company related to Foncière Euris, Director Rallye, company related to Foncière Euris, Director Purchase Ordinary shares 37,800 1,893, Sale Allotment rights Sale Allotment rights Sale Allotment rights Sale Allotment rights Purchase Allotment rights June 2009 L'Habitation Moderne de Boulogne, company related to Foncière Euris, Director Sale Preferred nonvoting shares June 2009 Rallye, company related to Foncière Euris, Director Purchase Preferred nonvoting shares June 2009 Cobivia, company related to Foncière Euris, Director Purchase Preferred nonvoting shares Nov Jean-Dominique Comolli, Director Purchase Ordinary shares , Nov Nov Rallye, company related to Foncière Euris, Director Matignon Sablons, company related to Foncière Euris, Director Sale Ordinary shares 3,741, ,264, Purchase Ordinary shares 3,741, ,264, Nov Rose-Marie Van Lerberghe, Director Purchase Ordinary shares ,559

51 Registration document 2009 / Casino Group Management report I 49 RISK FACTORS AND INSURANCE Risk management is an integral part of the day-to-day operational and strategic management of the business and is organised at several levels: Due to their widely differing characteristics, some risks are managed at Group level (financial risks, insurance), while others (such as operational risks) are managed on a decentralised basis. Operating units have a considerable amount of latitude to determine and implement action plans to identify, prevent and deal with the main risks. The Group has an Internal Audit and Internal Control Department. Internal Audit is responsible for identifying and preventing risks, errors and irregularities in the management of the Group s business, and for making appropriate recommendations. Internal Control is responsible for standardising local information and procedures to bring them into line with Group practices. The Risk Management Committee has now taken on the responsibilities previously exercised by the Risk Prevention Department. The Risk Management Committee comprises experts in various areas from the Group as well as outside consultants. It is responsible on a general level for overseeing safety and crisis issues within the Casino Group, and more specifically for seeking out and identifying, across the entire organisation, any practices, situations or behaviours that could potentially lead to liability claims against Group companies and their management, under civil, commercial or criminal law, and for proposing any corrective measures. The Audit Committee, which is responsible for analysing the accounts and ensuring that appropriate accounting methods are applied, also expresses an opinion on the Internal Audit plan and the appropriateness of the methods applied. The Committee is required to look into any fact or event that comes to its attention and which could expose the Group to a significant risk. It checks that all Group entities have structured, adequately-resourced internal audit, accounting and legal departments. It also assesses the effectiveness of the Group Internal Audit function and the quality and appropriateness of the methods and procedures followed. The Audit Committee is informed of the Internal Auditors findings and the recommendations made, as well as the action taken by Management. MARKET RISKS The Group has set up an organisation structure to manage liquidity, currency and interest rate risks on a centralised basis. The Financial Management and Insurance Department, which reports to the Chief Financial Officer, is responsible for managing these risks and has the necessary expertise and tools, particularly in terms of information systems, to fulfil this task. The Financial Management and Insurance Department operates on the main financial markets according to guidelines that guarantee the highest levels of efficiency and security. Its organisation and procedures are subject to regular reviews by Group Internal Audit. A management reporting system has been set up, allowing Group management to sign off on the policies followed, which are based on strategies approved in advance by management. Interest rate risk Detailed information about interest rate risk is provided in note 30.4 to the consolidated financial statements and note 13 to the parent company financial statements. The Casino Group uses various financial instruments to manage interest rate risk, particularly swaps and interest rate options. These instruments are used solely for hedging purposes. Details of hedging positions are provided in note 30.4 to the consolidated financial statements.

52 50 I Management report Registration document 2009 / Casino Group Management report RISK FACTORS AND INSURANCE Currency risk Information about currency risk is provided in note 30.4 to the consolidated financial statements and notes 6 and 12 to the parent company financial statements. The Casino Group uses various financial instruments to manage currency risks, particularly swaps and forward purchases and sales of foreign currencies. These instruments are used solely for hedging purposes. Equity risk Pursuant to the share buyback programme authorised by the shareholders (see section on Share capital and share ownership), the Company is exposed to a risk related to the value of the treasury shares it holds. Sensitivity to a 10% decrease in the Casino share price is shown in note 18 to the parent company financial statements. The Group s portfolio of marketable securities (see note 23 to the consolidated financial statements and note 8 to the parent company financial statements) consists primarily of money market mutual funds. The Group s exposure to risks on this portfolio is low. Commodity risk Given the nature of its business, the Company is not exposed to any material commodity risk. Liquidity risk The breakdown of long-term debt and confirmed lines of credit by maturity and currency is provided in notes and 30.3 to the consolidated financial statements, together with additional information concerning debt covenants which, if breached, would trigger early repayment obligations. The Group s liquidity position appears to be very satisfactory. Upcoming repayments of short-term financial liabilities are comfortably covered by cash, cash equivalents and undrawn confirmed bank lines. The Group s cash and cash equivalents present no liquidity or value risk. Its loan and bond agreements include the customary covenants and default clauses, including pari passu, negative pledge and cross-default clauses. None of its financing contracts contain a rating trigger. Public bond issues on Euro market and short-term confirmed bank lines (up to one year) do not contain any financial covenants. Confirmed medium-term bank lines and some private placements (US private placement notes, 2009 private placement notes and indexed bonds) contain financial covenants which, if breached, could trigger accelerated repayment. In the event of a change of control of Casino, Guichard- Perrachon (within the meaning of article L of the French Commercial Code), most loan agreements include an option for the lenders, at the discretion of each, to request immediate repayment of all sums due and, where applicable, the cancellation of any credit commitments entered into with the Company. Credit and counterparty risk The Group is exposed to customer credit risks through its consumer finance subsidiary, Banque du Groupe Casino. These risks are measured by a specialist service provider using credit scoring techniques. Further information on credit risk is provided in note 30.2 to the consolidated financial statements. Most of the Group s supermarkets and convenience stores are operated by affiliates or franchisees. The credit risk relating to these affiliates and franchisees is assessed by the Group on a case by case basis and taken into account in its credit management policy, mainly by taking collateral or guarantees. OPERATIONAL RISKS Supplier risks The Group is not dependent on any specific supply, manufacturing or sales contracts. Casino deals with almost 31,500 suppliers and is not dependent on any one of these companies. The Group has its own logistics network in France (approximately 1,000,000 sq.m. spread among 21 sites in early 2010) managed by its Easydis subsidiary. The network spans the entire country, ensuring that the various retail outlets receive regular deliveries. Risks associated with sales methods The Group s banners in France have affiliate and franchise networks. These represented almost 61.37% of sales outlets as of 31 December 2009, corresponding mainly to supermarket networks (including Leader Price) and convenience store networks. The Company cannot guarantee that all its affiliates and franchisees will maintain their relationship with the Group s banners over the long term. Risks related to trademarks and banners The Group owns substantially all of its trademarks and is not dependent on any specific patents or licences, except for the Spar trademark which is licensed to the Group for the French market.

53 Registration document 2009 / Casino Group Management report I 51 Furthermore, although the Group has a preventive policy of protecting all its trademarks, it does not believe that an infringement would have a material impact on the Group s operations or results. Information systems risk The Group is increasingly dependent on shared information systems for the production of costed data used as the basis for operating decisions. Security features are built into systems at the design phase and procedures are in place to constantly monitor systems security risks. However, an information system s failure would not have any material and prolonged impact on the Company s operations or results. Geographical risk Part of the Group s business is exposed to risks and uncertainties arising from trading in countries that could experience or have recently experienced periods of economic or political instability (South America, Asia). Recent events in Venezuela are described in notes 2.2 and 37 to the consolidated financial statements. In 2009, international operations accounted for 34% of consolidated revenue and trading profit. Risks related to non-renewal of leases Casino has standard commercial leases on its supermarket and convenience store premises but cannot guarantee that they will be renewed on expiry. The owners could have other plans for the premises on expiry of the lease, which could prompt them not to renew the Company s lease despite the high amount of compensation for eviction they would have to pay. In this case, it is not certain that the companies operating the stores could find satisfactory alternative premises on sufficiently attractive terms. Product liability risk The Group sells products under its own brand and can therefore be considered as a producer/manufacturer. It could accordingly be held liable in the event of bodily harm or damage to property caused by the Group s products (food, appliances, petrol, etc.). Industrial and environmental risks Environmental risks and management procedures are described in the Environmental Report which follows this section. LEGAL RISKS Compliance risk The Group is mainly subject to regulations governing the management of facilities open to the public and listed facilities. Certain Group businesses are governed by specific regulations, and more particularly Casino Vacances (travel agency), Banque du Groupe Casino (banking and consumer finance), Sudéco (real estate agency), Floréal and Casino Carburants (service stations) and Mercialys (REIT). In addition, administrative consents are required in France and certain other countries to open new stores and extend existing stores. Tax and customs risk The Group is subject to periodic tax and customs audits in France and the various other countries where it has operations. Provision is made for all accepted reassessments. Contested reassessments are provided for on a case-by-case basis, according to estimates taking into account the risk of an unfavourable outcome. Claims and litigation In the normal course of its business, the Group is involved in various legal or administrative claims and litigation and is subject to audits by regulatory authorities. Provisions are taken to cover these proceedings when the Group has a legal, contractual or constructive obligation towards a third party at the year-end, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation, and the amount of the obligation can be reliably estimated. Information on claims and litigation is provided in notes 27 and 34.1 to the consolidated financial statements. As of the Registration Document filing date, the Company is not and has not been involved in any other governmental, legal or arbitration proceedings (including any such proceedings that are pending or threatened of which the Company is aware) during a period covering at least the previous 12 months which may have, or have had in the recent past, significant effects on the financial position or profitability of the Company and/or the Group. On 2 June 2008, the presiding judge of the Paris Commercial Court appointed a temporary administrator to run Geimex, the owner of the rights to the Leader Price brand in the international markets (outside mainland France and the French overseas departments and territories). Geimex is 50%-owned by Casino and 50% by the Baud family. Further information on the disputes with the Baud family is provided in note 35 to the consolidated financial statements.

54 52 I Management report Registration document 2009 / Casino Group Management report RISK FACTORS AND INSURANCE INSURANCE - RISK COVERAGE General policy As in previous years, the main objective of the Group s insurance policy is to protect its assets, customers and employees. The Insurance Department, which reports to Group Finance, is responsible for: Managing a centralised insurance programme covering all French operations (including Mercialys, a listed subsidiary). Identifying and quantifying insurable risks. Recommending and monitoring prevention measures tailored to its various operating facilities, particularly in light of regulations applying to facilities open to the public. Implementing and monitoring insurance policies and/or self-insurance. In addition to the contribution from operating divisions and subsidiaries, the Group continues to use the services of brokers specialising in major risks and to take out insurance cover with first-class industrial-risk insurance companies. The Insurance Department oversees the local insurance programmes taken out by foreign subsidiaries under the Company s management where they can not be covered by the Group s global master policies. Assessment of insurance cover requirements and related costs Self-insurance and insurance budget To smooth its insurance costs whilst controlling risks, the Group continued to self-insure a large proportion of its high-frequency claims in 2009, mainly but not exclusively for property damage and liability. As well as the application of low traditional deductibles, self-insurance also includes deductibles per claim capped by underwriting year. These capped deductibles mainly concern property damage and business interruption risk and are pooled at Group level by all subsidiaries insured under the Group s global insurance programme. To further optimise its costs, the Group also has additional self-insurance through its Luxembourg-based captive reinsurance company, Casino Re. Casino Re is consolidated by the Group and is managed locally in compliance with existing legislation. A stop loss policy is taken out to protect the captive reinsurer s interests by capping its commitment and transferring the financial cost to the insurance market above a certain level of claims. More generally, deductibles are managed by insurance brokers and overseen (depending on the type and amount of claim) by the Group as well as the insurers under their contractual policy obligations. The Group s total annual insurance budget (premiums and deductibles) for 2009, excluding group death and disability plans, totalled an estimated 51 million, representing less than 0.20% of 2009 consolidated net revenue. Summary of insurance cover The insurance cover described below summarises the main policies valid during 2009 and as of the date of this report. It cannot in any way be considered as permanent. It may be changed at any time in accordance with developments in business operations and with the Group s choices to take account of insurance market capacity, available cover and rates. The insurance management policy described above applies to all insurable risks, although property damage, business interruption and civil liability represent the Group s main risks. Property damage and business interruption This policy is designed to protect the Group s assets. It is a named exclusion policy (i.e. it covers all losses except those explicitly excluded) based on cover available in the insurance market. Traditional insured risks include but are not limited to fire, explosion, natural disasters, subsidence, etc. The maximum sum insured is 220 million per claim for major claims (fire and explosion), including direct damage and business interruption. There are certain sub-limits for named risks, including natural events, subsidence and theft. The current policy was taken out on 1 January 2009 and is due for renewal on 1 July Thanks to the Group s effective self-insurance programme in 2009, the premium rates negotiated with insurers when the policy was renewed on 1 July 2009 were not affected by the riots and social unrest that caused major damage to the Jumbo hypermarket and shopping mall in Antananarivo in Madagascar in January Similarly, no claims had occurred by the year-end which could have an effect on the forthcoming renewal, either in terms of overall cost (premiums and deductibles) or the cover itself. Liability Liability insurance covers the Group for all losses that might be incurred due to bodily injury, damage to property or consequential loss suffered by third parties caused by the Group s products sold or delivered, technical facilities and equipment, buildings, store operations and services rendered.

55 Registration document 2009 / Casino Group Management report I 53 The current policy is also a named exclusion policy with a sub-limit of 76 million for product withdrawal costs and for employer s liability for occupational accidents and illness. Most of the Group s premises are classified as facilities open to the public. Insurance of the related risks requires careful management given the involvement of third parties. Other insurance required by law In light of the Group s business activities, it also has the following insurance cover: motor insurance; damages to works (prefinancing of claims under the ten-year warranty); construction insurance (ten-year warranty); specific liability insurance (building owners association or property manager, travel agency, bank). Other insurance The Group has also taken out various other policies given the risks involved, including: a worldwide transportation and import policy to cover domestic and international transportation of goods; a comprehensive contractor liability insurance to cover damage to buildings under construction, redevelopment, extension or refurbishment. Risk prevention and crisis management The Group s risk prevention policy, particularly with regard to property damage, which has been in place for several years now, is based on: Regular audits of high value facilities by the insurers technical departments, mainly covering hypermarkets, shopping centres and logistics centres. Joint monitoring by the technical departments of both the Group and its insurers, with audit and prevention reports for each facility. Additional advice, prevention or protection services by facility according to need and priorities (e.g. sprinklers, safety installations, etc.). Monitoring and updating damage risk mapping, including exposure to natural or other events both in France and abroad. Lastly, the Group pursues a preventive approach to product risk upstream of the sales outlets, both for private label and branded goods. It also takes measures to ensure that in the event of crisis it has the technical and advisory resources to act swiftly in the case of serious damage to one of its facilities with the aim of ongoing operation and resumption of customer service as quickly as possible.

56 54 I Management report Registration document 2009 / Casino Group Management report ENVIRONMENTAL REPORT ENVIRONMENTAL REPORT SCOPE The environmental data presented below includes all Géant, Casino Supermarché, Spar and Petit Casino stores (including the Corsican stores managed by the Group s subsidiary Codim 2), the Casino cafeterias, the Easydis warehouses, Sudeco, EMC and Serca premises. Data concerning Monoprix (50%-owned) are presented separately in the tables below. Data concerning the franchise outlets are not included in the 2009 report. Data concerning the Franprix-Leader Price Group are presented separately and only cover the consolidated scope, i.e. a total of 116 Franprix outlets and 216 Leader Price outlets. Additional information (including data on foreign subsidiaries) is available in the Casino Group s 2009 Business Review and Sustainable Development Report. ENVIRONMENTAL MANAGEMENT Environmental policy In 2003, the Casino Group adopted a formal environmental policy. The seventh seminar involving over 35 participants from the Group s various functions and businesses was held during 2009 to review the major environmental projects in progress and to set out the environmental action plan for Casino completed its second carbon report in 2009, the results of which have been used to refine its action plan and update its carbon index for Casino products launched in June The index covered more than 400 products at end Environmental assessment or certification initiatives Casino continued to roll out its energy consumption monitoring systems, which cover the majority of its hypermarkets and certain supermarkets and cafeterias. Independent electricity consumption audits are performed regularly, leading to the implementation of corrective action. Assessments are also performed on each Casino-brand product as part of the Group s quality programmes. Systematic audits are performed at production sites, based on internal standards that take environmental considerations into account.

57 Registration document 2009 / Casino Group Management report I 55 Expenditure to limit the environmental impacts of the business Indicator Unit Casino 2009 Monoprix 2009 Franprix- Leader Price 2009 Eco-packaging tax + Corepile tax (battery recycling) + D3E tax (recycling) + Eco-TLC tax (selective waste sorting) 2,452,000 1,078,053 N/A Eco contribution on promotional brochures 1,037, ,659 N/A Expenditure for remediation of land owned by the Group 471,000 N/A N/A Organisation An Environment Officer was appointed in 2001 to coordinate the activities of all of the Group s operating units in the area of environmental protection. He is supported by a number of local officers in the Group s various business units. Provisions for environmental risks and insurance cover Indicateurs Unité Casino 2009 Monoprix 2009 Franprix- Leader Price 2009 Provisions for environmental risks Insurance cover for environmental risk Compensation paid and action taken to remedy environmental damage The Group was not ordered to pay any compensation for environmental damage in 2009 by decision of any court. Objectives set for foreign subsidiaries At the beginning of 2003, the Casino Group produced a document setting out its commitments in the area of sustainable development (see 2009 Business Review and Sustainable Development Report, and our website for further information). These commitments covering environmental issues apply, by default, to all Group entities as from MAIN ENVIRONMENTAL IMPACTS Indicator Unit Casino 2009 Monoprix 2009 Franprix- Leader Price 2009 Water consumption m 3 1,970, , ,727 Electricity consumption MWh 1,300, , ,950 Cardboard waste sorted for recycling tonnes 42,162 N/A N/A Lighting consumables sorted for recycling tonnes 22 2 N/A Batteries collected from customers tonnes N/A CO 2 emissions generated during goods transportation (between warehouses and stores) (1) TCDE 114,782 19,044 N/A (1) Calculated on the basis of the distance travelled, using GHG Protocol methodology.

58 56 I Management report Registration document 2009 / Casino Group Management report ENVIRONMENTAL REPORT Measures taken to improve energy efficiency and use of renewable energy sources Store lighting and refrigeration for chilled foods are the two main consumers of energy, principally electricity. Major initiatives in 2009 included: Continued campaigns to raise awareness of energy savings. Renovation and improvement of store lighting as part of the Group s membership of the European Commission s Green Light programme. Establishment, in collaboration with refrigerated equipment manufacturers, of a master agreement for the gradual implementation of preventive maintenance and renovation programmes to avoid refrigerant gas leaks and excessive consumption of electricity. A confinement charter has been prepared and incorporated into the maintenance contracts with cooling systems suppliers. Continued regular electricity consumption audits by the Group s Technical Department. Launch of the Group s subsidiary, GreenYellow, which installed 19,204 kwp of solar power in 2009, generated by solar panels. Waste management The Group generates limited amounts of non-hazardous waste (cardboard, plastic and wood) and industrial waste requiring dedicated recycling procedures (neon strips, frying oil, office waste). In addition to taking action to reduce waste at source (e.g. use of returnable packaging, reduction in quantities of marketing brochures produced), Casino has made waste sorting and recycling a priority, and has signed collection/recycling agreements to this effect. In 2009, Casino recycled 42,000 tonnes of cardboard waste. It has also introduced an eco-design programme for its private label products, as well as environmental labelling of products. Savings of 1,895 tonnes of packaging material have so far been made on 593 products. Casino has set a cumulative target of 2,500 tonnes for greenhouse gas reduction targets for (for further details, see the 2009 Business Review and Sustainable Development Report). Under a programme to increase the use of freight by rail and waterway, 39% of goods were transported using these alternative systems. Local pollution Casino strives to reduce noise pollution and emissions caused by deliveries to its stores in urban areas. The Group has now equipped its entire truck fleet with insulated containers using cryogenic refrigeration systems to reduce emissions of refrigerant gases and noise pollution while increasing compliance with the cold chain. Land use and measures to prevent environmental damage The majority of Casino stores and warehouses are located in urban areas and the risk of land pollution or damage to the ecosystem is negligible. Specific precautions are taken with respect to service stations, PCB-insulated transformers and air-conditioning refrigeration towers. A top-priority compliance programme has been introduced, including the following measures: All single-jacketed underground tanks are systematically being replaced with double-jacketed tanks to minimise the risk of soil and water table pollution. All of Casino s newer store premises comply with the latest regulatory standards concerning the recovery and treatment of rainwater on service station forecourts and in supermarket car parks. All service stations operated by the Group s hypermarkets in France are equipped with hydrocarbon separators. Atmospheric emissions The Group s atmospheric emissions are limited and mostly concern CO 2 emissions generated during goods transportation and indirect CO 2 emissions generated by electricity consumption. Apart from the results of energy and relatedemission savings programmes, action to optimise delivery schedules has led to a saving of over 18.4 million kilometres in 2009, or the equivalent of almost 18,000 tonnes of CO 2. The total saving over five years amounts to 83,000 tonnes of CO 2. A second carbon report was completed in 2009, covering a sample of 400 premises. The results bear out the Group s

59 Registration document 2009 / Casino Group Management report I 57 EMPLOYMENT REPORT SCOPE The employee data presented concern (unless otherwise specified) all wholly-owned facilities in France operated by the following companies: Casino Guichard-Perrachon, Distribution Casino France (and its subsidiaries Serca, Acos, Casino Vacances), Codim 2, Casino Restauration (and its subsidiary Restauration Collective Casino R2C), Easydis (and its subsidiary C Chez Vous), l Immobilière Groupe Casino (and its subsidiary Sudéco), Casino Entreprise (and its subsidiary Imagica), EMC Distribution, Comacas and Casino Services, Club Avantages, Casino Franchise, dunnhumby France, Mercialys, Mercialys Gestion, VP Aubière, Redonis, Casino Développement, GreenYellow, VP Vaulx, C.I.T. and IGC Services. Data concerning Monoprix (50%-owned) are presented separately in the tables below. Data concerning the franchise outlets are not included in the 2009 report. Data concerning the Franprix-Leader Price Group (90%-owned by Casino) are presented separately and only cover the consolidated scope, i.e. a total of 116 Franprix outlets and 216 Leader Price outlets (Baud SA, Franprix Holding, STL, Fretam, Sedifrais, SML, SCL, Franprix Distribution, Leader Price Holding, Gecoma, DLP, SGL, SLO, Effel, Franleader). Additional information (including data on foreign subsidiaries) is available in the Casino Group s 2009 Business Review and Sustainable Development Report. EMPLOYEES Indicator Unit Casino 2009 Monoprix 2009 Franprix- Leader Price 2009 Number of employees in France as of 31 December Number 46,791 20,357 8,790 Breakdown by type of contract: Permanent contracts (average across year) Fixed-term contracts (average across year) Number Number 44,026 3,849 18,402 1,879 7, Breakdown by gender: Managers Men Women Number Number 2,693 1,102 1,095 1, Supervisors Men Women Number Number 2,975 1, Clerical, administrative and other Men Women Number Number 12,772 25,345 5,174 11,410 3,099 4,186 External labour: Average monthly number of temporary staff (1) FTEs 1, Number of recruitments: Permanent contracts Fixed-term contracts Number Number 5,138 18,613 3,946 12,312 1,915 4,098 Terminations: Job elimination Other reasons Number Number 111 1, , (1) Only includes companies that produce a corporate social report.

60 58 I Management report Registration document 2009 / Casino Group Management report EMPLOYMENT REPORT ORGANISATION OF WORKING HOURS Indicator Unit Casino 2009 Monoprix 2009 Franprix- Leader Price 2009 Number of full-time employees as of 31 December Number 30,509 13,363 6,539 Number of part-time employees as of 31 December Number 16,282 6,994 2,286 Average actual working week, full-time employees Hours Average actual working week, part-time employees Hours Overtime hours Hours 262, , ,920 ABSENTEEISM Indicator Unit Casino 2009 Monoprix 2009 Franprix- Leader Price 2009 Total number of hours worked Hours 63,956,000 27,373,127 N/A Total number of hours absence Hours 6,525,542 4,076,590 2,454,835 Breakdown of absenteeism by cause Work-related accident Hours 592, , ,776 Accident on journey to or from work Hours 97,896 42,452 3,660 Sickness Hours 3,900,569 1,452, ,083 Maternity/paternity Hours 842, , ,080 Authorised leave Hours 96, ,612 80,379 Other Hours 995,919 1,531, ,857 PAYROLL COSTS Indicator Unit Casino 2009 Monoprix 2009 Franprix- Leader Price 2009 Total wages and salaries thousands 1,603, , ,951 Total incentive payments in the year thousands 6,823 N/A 904 Total profit-sharing payments in the year thousands 20,449 N/A 3,877 EQUAL OPPORTUNITY In 2009, Casino pursued its action as a partner in the European Union s EQUAL programme through EQUAL LUCIDITE (1) which aims to combat all forms of racial or gender exclusion, discrimination and inequalities in the labour market, in the workplace and in career opportunities. In October 2004, the Group signed the diversity charter alongside 40 other major French companies, endorsing six key principles for promoting diversity. In 2005, Distribution Casino France signed a gender equality agreement, while a Group agreement was signed with the trade unions on equal opportunity and non-discrimination. The Group also made a commitment to provide 500 training courses a year for young people from underprivileged backgrounds. In 2007, a new agreement was signed with the Ministry of Social Cohesion covering the period In February 2008, the Group endorsed the government s Plan Espoir Banlieues for regenerating the underprivileged city suburbs and decided to introduce the Recruitment by Simulation method for hiring its employees. More than 1,000 young people under the age of 26 have been recruited thanks to this method. (1) Programme to combat ignorance and discrimination in the workplace.

61 Registration document 2009 / Casino Group Management report I 59 In addition, Casino is involved in the EQUAL AVERROES programme, designed to implement a self-assessment system for workplace diversity. In May 2009, Casino obtained the Diversity Label in recognition of its commitment to preventing discrimination, providing equal opportunities and promoting diversity. EMPLOYEE RELATIONS Indicator Unit Casino 2009 Monoprix 2009 Franprix- Leader Price 2009 Number of meetings with employee representatives (1) Number 12,795 3, To take account of changes in its size, on 8 January 2003 the Group signed a supplemental agreement to the 22 January 1997 agreement on developing the role and resources of the trade unions. The annual allowance for hours devoted to trade union representation was increased from 1,200 to 1,400 as of 1 January Group management also raised its financial contribution by increasing the fixed sum paid to each trade union represented by 15% and the amount paid per vote obtained by 5%. In 2008, an agreement on employment and skills planning and forecasting was signed with six trade union organisations. In 2009, the Group signed an agreement on social dialogue and a three-year agreement on the employment of older workers, with the target of recruiting 500 people aged over fifty during the period. An agreement on the retirement savings plan was also signed in September HEALTH AND SAFETY Indicator Unit Casino 2009 Monoprix 2009 Franprix- Leader Price 2009 Work-related accident rate * No. of accidents per million hours worked N/A Lost-time accident rate * No. of lost days per 1,000 hours worked N/A * In 2009, these rates no longer include occupational illness. They do not include Codim 2. In 2006, Casino conducted a survey on health in the workplace and signed a national commitment charter with the national health fund (CNAM) on 21 June The Cap Prévention accident prevention programme launched during 2007 continued throughout 2009 and is producing good results. Accident rates and lost-time accident rates have been falling steadily for the past five years. Agreements have been signed with the CNAMTS (national health fund for employees) to implement an accident prevention policy when stores are built or redeveloped. This has significantly reduced the work-related accident rate over the past five years. TRAINING Indicator Unit Casino 2009 Monoprix 2009 Franprix- Leader Price 2009 Average number of hours training per employee per year Hours % of employees who received at least one form of training during the year % 31% 41.6% 12% (1) Only includes companies that produce a corporate social report.

62 60 I Management report Registration document 2009 / Casino Group Management report EMPLOYMENT REPORT DISABLED WORKERS Indicator Unit Casino 2009 Monoprix 2009 Franprix- Leader Price 2009 Number of disabled employees hired during the year Number N/A Disabled employees as a% of the workforce % 9.80% * 5.38% ** N/A * Excluding Codim2 pour Casino. ** After deductions for Monoprix. A new Handipacte agreement was signed with the trade unions covering the period on disability employment, training and employee awareness policy. Since 2006, a total of 397 disabled people have been recruited and 322 taken in on internee programmes. EMPLOYEE WELFARE AND CORPORATE PHILANTHROPY Indicator Unit Casino 2009 Monoprix 2009 Franprix- Leader Price 2009 Total budget paid to Works Council 13,078,946 3,104, ,044 Corporate sport and arts sponsorship (France and International) 2,522,111 N/A N/A Charitable donations (France and International) 1,491,244 N/A 73,000 Each year, all stores take part in national charitable events (food collection, telethons, HIV/AIDS, etc.) and participate in various local partnerships. In addition to these national and local initiatives, the Les Écoles du Soleil association set up in July 2001 helps to provide education to underprivileged children in France and around the world (see 2009 Business Review and Sustainable Development Report). Casino Foundation, lauched in the second semester 2009, will promote initiatives focused primarily towards children s education and well-being as of early IMPACT ON LOCAL JOB MARKETS AND REGIONAL DEVELOPMENT The Urban Policy Department pursued its action in line with the priorities established in the national partnership agreement with the Ministry for Urban Development, which was renewed for The aim of this agreement is to help poorly qualified people find jobs and young graduates from underprivileged backgrounds to gain access to management positions. The foreign subsidiaries also pursue similar programmes in partnership with local associations (see 2009 Business Review and Sustainable Development Report). OUTSOURCING AND RESPECT FOR ILO CONVENTIONS The Casino Group is committed to conducting the vast majority of its activities using its own resources and makes very limited use of outsourcing. In 2000, the Group s central purchasing agency established an action plan designed to ensure that suppliers in developing countries respect the human rights of their employees. A Suppliers Chart of Ethics, drawn up in accordance with the basic principles established by the ILO, was included in full in all supplier contracts in It was subject to critical review by Amnesty International in Social audits of suppliers in developing countries continued in 2009 with 96 initial and follow-up audits performed in China, Bangladesh, Pakistan, Tunisia, Morocco, Egypt and Thailand. The Group is now working on improving the quality of its audits and their follow-up.

63 Registration document 2009 / Casino Group Management report I 61 EMPLOYEE INCENTIVE PLANS Profit-sharing plan An initial profit-sharing agreement was signed on 30 December 1969 as required by the French Labour Code (Code du travail), and adopted by each of the companies in the Group. Given the Group s diversification since then and the inter-relationship between its various business activities (retailing, production, foodservice, etc.), a new group-wide profit-sharing agreement was adopted on 16 September 1988 at the request of the trade unions, covering all the Group s French subsidiaries (except Franprix-Leader Price, Monoprix and Banque du Groupe Casino). Under this agreement, all group companies established a special profit-sharing reserve based on their own individual results. These reserves were then aggregated and the total amounts distributed to all employees in proportion to their salaries, within the maximum limit permitted by law. A new agreement was signed on 16 March There was no change to the method of calculating and distributing the profit-sharing reserves, but the structure of the Employee Savings Plan was altered through the creation of several different investment funds. On 29 June 2000, a supplemental agreement was signed in order to neutralise the impact on calculation of 2000 profit-sharing (restatement of shareholders equity) of restructuring operations carried out on 1 July 2000 but retroactive to 1 January A further supplemental agreement was signed on 26 June 2001, which altered the method of calculating the Group s profit-sharing reserve. It is now computed as a function of the previous year s reserve and the change in trading profit, but may not in any event be less than the cumulated legal reserves computed on a company-by-company basis. Incentive plan A new group-wide incentive plan for all French subsidiaries (except Franprix-Leader Price, Monoprix and Banque du Groupe Casino) has been set up covering 2007, 2008 and The plan still combines a group incentive with a local incentive. The group component is calculated on the basis of consolidated trading profit (before incentive and profit-sharing entitlement) of the companies concerned less a sum designed to remunerate capital employed. 80% is allocated in proportion to annual salary and 20% in proportion to length of service. The local component is a direct function of the results of each local operating unit. It is allocated entirely in proportion to annual salary and paid no later than 15 May each year. The aggregate group and local incentive payment may not exceed 30% of the Group s share in consolidated net profit after tax of the companies concerned. Profit-sharing and incentive payments Profit-sharing and incentive payments for the last five years are as follows (in thousands): In K Profit-sharing planincentive plan Total , , , , , , , , , , , , , , ,339.5 Employee stock options Casino introduced its first Group employee stock option plan in Since then, many plans have been implemented for Group officers and employees. In 1991, for example, options to purchase new shares were granted to the entire workforce (over 2.2 million options granted to 27,375 beneficiaries), under a plan that expired in In December 1987, all employees with managerial grade and a minimum of one year s service were granted options to purchase existing shares representing 10%, 20%, 30% or 40% of their annual salary, depending on their grade. Since 1987, based on the same principles, stock options have been granted in December of each year to new managers who have completed one year s service with the Group, and the number of options held by managers promoted to a higher grade has been adjusted.

64 62 I Management report Registration document 2009 / Casino Group Management report EMPLOYMENT REPORT Since 1999, stock options have been granted to hypermarket and supermarket managers based on the value created during the year, measured in terms of the store s contribution to growth in consolidated sales and earnings. Options to purchase new shares Details of current stock options exercisable for new shares are given on page 42. Options to purchase existing shares The following table shows the details of current stock option plans exercisable for existing shares valid at 28 February Grant date Initial exercise date Expiry date Original number of grantees Exercise price (in ) Number of options granted Number of options exercised Number of options cancelled or lapsed Number of options outstanding 8 April April Oct , ,287 12, ,007 0 Stock options granted to and exercised by to the top ten employees in 2009 were as follows: Total number of options Weighted average price Options granted 20, Options exercised 9, Share grants As permitted by the 2005 Finance Act, the Group has made restricted share grants to employees, contingent upon the achievement of certain performance criteria and/or continued presence in the Group (see table on page 43). Employee share ownership Two employee share ownership plans Emily and Emily 2 were set up in December 2005 and December 2008 respectively to strengthen the relationship between the Group and its employees by giving them a greater vested interest in the Group s future development and performance. These leveraged, capital guaranteed ESOPs are open to all employees of the Group in France who are members of a Casino corporate savings plan. In 2005, 828,593 shares were sold to the Emily plan at a price of and a further 88,829 shares were allotted to the plan free of consideration in respect of the employer s matching contribution. In 2008, 800,000 shares were issued to the Emily 2 plan at a price of At 28 February 2010, Group employees owned 2,953,141 shares representing 2.7% of the capital and voting rights through the various employee share ownership plans.

65 Registration document 2009 / Casino Group Consolidated financial statements I 63 Consolidated financial statements 64. Statutory Auditors Report on the consolidated financial statements 65. Consolidated financial statements 65. Consolidated income statement 67. Consolidated statement of comprehensive income 68. Consolidated balance sheet 70. Consolidated statement of cash flows 72. Consolidated statement of changes in equity 74. Notes to the consolidated financial statements

66 64 I Consolidated financial statements Registration document 2009 / Casino Group Statutory Auditors Report on the consolidated financial statements This is a free translation into English of the statutory auditors report issued in the French language and is provided solely for the convenience of Englishspeaking readers. This report includes information specifically required by French law in such reports, whether qualified or not. This information is presented below the opinion on the consolidated financial statements and includes (an) explanatory paragraph(s) discussing the auditors assessment(s) of certain significant accounting and auditing matters. These assessments were made for the purpose of issuing an audit opinion on the consolidated financial statements taken as a whole and not to provide separate assurance on individual account captions or on information taken outside the consolidated financial statements. This report, should be read in conjunction with, and is construed in accordance with French law and professional auditing standards applicable in France. In compliance with the assignment entrusted to us by your shareholders meeting, we hereby report to you, for the year ended December 31, 2009, on: the audit of the accompanying consolidated financial statements of Casino, Guichard-Perrachon; the justification of our assessments the specific verification required by French law. These consolidated financial statements have been approved the Board of Diretcors. Our role is to express an opinion on these consolidated financial statements based on our audit. I. OPINION ON THE CONSOLIDATED FINANCIAL STATEMENTS We conducted our audit in accordance with the professional standards applicable in France. Those standards require that we plan and perform the audit to obtain reasonable assurance whether the consolidated financial statements are free of material misstatement. An audit involves performing procedures, by audit sampling and other selective testing methods, to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used, the significant estimates made by the management, and the overall financial statements presentation. We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. In our opinion, the consolidated financial statements give a true and fair view of the assets and, liabilities and of the financial position of the Group as of December 31, 2009 and of the results of its operations for the year then ended in accordance with International Financial Reporting Standards as adopted by the European Union. Without qualifying our opinion, we draw your attention to: Notes and 1.3 to the consolidated financial statements, which describe the new standards and interpretations applied by the Group as of January 1, 2009; Note 2.2 to the consolidated financial statements which describes the accounting treatment used by the Group to account for a dividend distribution in Mercialys stocks and the Group positions regarding the consolidation of its subsidiary in Venezuela, Cativen. II. JUSTIFICATION OF ASSESSMENTS In accordance with the requirements of article L of the French commercial code (Code de Commerce) relating to the justification of our assessments, we bring to your attention the following matters: Accounting principles Note 2.2 to the consolidated financial statements related to accounting policies specifies the accounting treatment used by the Group to account for a dividend distribution in Mercialys stocks and the operations in Venezuela. Note 17 describes the facts justifying the accounting treatment of the Group s investment in OPCIs. We have reviewed the factual and legal elements underlying the appropriate accounting treatment followed by your Group in order to account for these operations and give the appropriate disclosures in the the consolidated financial statements. Estimates In preparing the financial statements, the Group is required to make certain estimates and assumptions, particularly as regards impairment of goodwill (notes et 16). The cash flow and earnings projections and other information contained in the Group s longrange business plans are used to check these assets recoverable amounts. We examined the available documentation, assessed the reasonableness of the Group s evaluations and verified that the notes to the financial statements included appropriate disclosures of the assumptions used by the Group. These assessments were made as part of our audit of the consolidated financial statements taken as a whole and, therefore, contributed to our audit opinion expressed in the first part of this report. III. SPECIFIC VERIFICATION We have also verified the information given in the group management report as required by French law. We have no matters to report regarding its fair presentation and consistency with the consolidated financial statements. Lyon and Paris, March 10, 2010 The Statutory Auditors Ernst & Young Audit Cabinet Didier Kling & Associés Sylvain Lauria Daniel Mary-Dauphin Christophe Bonte Didier Kling

67 Registration document 2009 / Casino Group Consolidated financial statements I 65 Consolidated financial statements CONSOLIDATED INCOME STATEMENT for the years ended 31 December 2009 and 2008 millions NOTES adjusted (*) CONTINUING OPERATIONS Net sales ,757 27,076 Cost of goods sold 5.2 (19,836) (20,050) Gross profit 6,921 7,026 Other income Selling expenses 5.3 (4,983) (4,887) General and administrative expenses 5.3 (1,043) (997) Trading profit 1,209 1,266 as a % of sales Other operating income Other operating expense 6 (296) (145) Operating profit 1,173 1,186 as a % of sales Income from cash and cash equivalents Finance costs (370) (422) Finance costs, net 7.1 (343) (371) Other financial income Other financial expense 7.2 (93) (110) Profit before tax as a % of sales Income tax expense 8 (201) (217) Share of profits of associates Profit from continuing operations as a % of sales attributable to equity holders of the parent attributable to minority interests DISCONTINUED OPERATIONS Net profit from discontinued operations attributable to equity holders of the parent 48 (4) attributable to minority interests CONTINUING AND DISCONTINUED OPERATIONS Total net profit attributable to equity holders of the parent attributable to minority interests (*) See note 1.3.

68 66 I Consolidated financial statements Registration document 2009 / Casino Group Consolidated financial statements CONSOLIDATED INCOME STATEMENT EARNINGS PER SHARE in NOTES adjusted (*) From continuing operations attributable to equity holders of the parent 11 basic earnings per share diluted earnings per share From continuing and discontinued operations attributable to equity holders of the parent 11 basic earnings per share diluted earnings per share (*) To ensure comparability from one period to the next, earnings per share at 31 December 2008 have been adjusted retrospectively for (i) the disposal of Super de Boer (see note 10), (ii) the accounting change arising from the adoption of IFRIC 13 (see note 1.3.2) and (iii) the conversion of preferred non-voting shares into ordinary shares (see note 2.2). The 2008 figures are therefore presented as if all these events had already taken place. At 31 December 2009, the share capital comprised only ordinary shares. Historical data and the impacts of the Super de Boer disposal, the accounting change and conversion of preferred non-voting shares are summarised below: 31 DECEMBER 2008 in Published Super de Boer Accounting change Conversion of preferred non-voting shares Adjusted EARNINGS PER ORDINARY SHARE From continuing operations attributable to equity holders of the parent basic earnings per share 4.33 (0.08) (0.01) diluted earnings per share 4.32 (0.08) (0.01) From discontinued operations basic earnings per share (0.12) 0.08 (0.04) diluted earnings per share (0.12) 0.08 (0.04) From continuing and discontinued operations attributable to equity holders of the parent basic earnings per share 4.21 (0.01) diluted earnings per share 4.20 (0.01) EARNINGS PER PREFERRED NON-VOTING SHARE From continuing operations attributable to equity holders of the parent basic earnings per share 4.36 (0.08) (0.01) (4.27) diluted earnings per share 4.36 (0.08) (0.01) (4.26) From discontinued operations basic earnings per share (0.12) diluted earnings per share (0.12) From continuing and discontinued operations attributable to equity holders of the parent basic earnings per share 4.25 (0.01) (4.24) diluted earnings per share 4.24 (0.01) (4.23)

69 Registration document 2009 / Casino Group Consolidated financial statements I 67 CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME for the years ended 31 December 2009 and 2008 millions adjusted (*) Net profit for the period Exchange differences on translating foreign operations 532 (488) Actuarial gains and losses (6) 6 Gains and losses from remeasurement at fair value of available-for-sale financial assets 6 (4) Cash flow hedges (17) Tax effect on recognised income and expense (4) 4 Income and expense recognised directly in equity, net of tax 528 (499) Total recognised income and expense for the period 1, attributable to equity holders of the parent 1, attributable to minority interests (*) See note 1.3. Movements in the period are presented in note 25.3.

70 68 I Consolidated financial statements Registration document 2009 / Casino Group Consolidated financial statements CONSOLIDATED BALANCE SHEET for the years ended 31 December 2009 and 2008 ASSETS millions NOTES adjusted (*) 1 January 2008 adjusted (*) NON-CURRENT ASSETS Goodwill 12 6,494 6,190 6,177 Intangible assets Property, plant and equipment 14 5,737 5,912 5,726 Investment property 15 1,235 1,121 1,040 Investments in associates Non-current assets Non-current hedging instruments Deferred tax assets Total non-current assets 14,948 14,725 14,425 CURRENT ASSETS Inventories 20 2,575 2,684 2,460 Trade receivables 21 1,509 1,592 1,659 Other assets 22 1,201 1,208 1,168 Current tax receivables Current hedging instruments Cash and cash equivalents 23 2,716 1,948 2,534 Non-current assets held for sale Total current assets 8,209 7,626 8,031 TOTAL ASSETS 23,157 22,351 22,457 (*) See note 1.3.

71 Registration document 2009 / Casino Group Consolidated financial statements I 69 EQUITY AND LIABILITIES millions NOTES adjusted (*) 1 January 2008 adjusted (*) Share capital Additional paid-in capital, treasury shares and retained earnings 5,619 5,222 5,132 Profit attributable to equity holders of the parent Equity attributable to equity holders of the parent 6,379 5,890 6,117 Minority interests in reserves 1,267 1, Minority interests in profit for the period Minority interests 1,537 1,141 1,002 Equity 25 7,916 7,031 7,119 Provisions Non-current financial liabilities 29 5,710 5,050 4,662 Other non-current liabilities Deferred tax liabilities Total non-current liabilities 6,465 5,872 5,424 Provisions Trade payables 4,327 4,511 4,419 Current financial liabilities 29 1,369 1,943 2,499 Current taxes payable Other current liabilities 31 2,786 2,767 2,699 Liabilities associated with non-current assets held for sale Total current liabilities 8,776 9,448 9,914 TOTAL EQUITY AND LIABILITIES 23,157 22,351 22,457 (*) See note 1.3.

72 70 I Consolidated financial statements Registration document 2009 / Casino Group CONSOLIDATED STATEMENT OF CASH FLOWS for the years ended 31 December 2009 and 2008 millions NOTES adjusted (*) Profit attributable to equity holders of the parent Profit attributable to minority interests Profit for the period Depreciation, amortisation and provision expense Unrealised gains and losses arising from changes in fair value (4) 48 Income and expenses on share-based payment plans 15 8 Other non-cash items Depreciation, amortisation, provisions and other non-cash items (Gains)/losses on disposal of non-current assets (375) (53) Dilution gains and losses (8) 5 Share of profits of associates (7) (13) Dividends received from associates 9 14 Cash flow 1,292 1,356 Finance costs, net (excluding changes in fair value and amortisation) Current and deferred tax expenses Cash flow before net finance costs and tax 1,835 1,917 Income tax paid (163) (274) Change in operating working capital (i) 219 (47) Net cash from operating activities 1,891 1,596 Outflows of acquisitions: property, plant and equipment, intangible assets and investment property (802) (1,214) non-current financial assets (36) (53) Inflows of disposals: property, plant and equipment, intangible assets and investment property (iii) non-current financial assets Effect of changes in scope of consolidation (ii) (468) (418) Change in loans granted (30) (3) Net cash from investing activities (1,074) (1,481) Dividends paid (note 25.4): 25.4 to equity holders of the parent (284) (257) to minority shareholders (46) (51) to holders of deeply-subordinated perpetual bonds (TSSDI) (30) (71) Increase/(decrease) in share capital Proceeds received from the exercise of stock options 1 (Purchases)/sales of treasury shares 2 (50) Additions to debt 1,880 1,711 Repayments of debt (1,455) (1,693) Interest paid, net (320) (322) Net cash from financing activities (107) (597) Effect of changes in foreign currency translation adjustments 112 (41) CHANGE IN CASH AND CASH EQUIVALENTS 822 (523) Cash and cash equivalents at beginning of period 1,543 2,066 Cash and cash equivalents related to non-current assets held for sale 10 Reported cash and cash equivalents at beginning of period 23 1,543 2,066 Cash and cash equivalents at end of period 2,365 1,543 Cash and cash equivalents related to non-current assets held for sale 10 (1) Reported cash and cash equivalents at end of period 23 2,364 1,543 (*) See note 1.3.

73 Registration document 2009 / Casino Group Consolidated financial statements I 71 Cash flows related to discontinued operations are presented in note 10. (i) Change in operating working capital millions adjusted (*) Inventories of goods 133 (126) Property development work in progress 87 (133) Trade payables (220) 130 Trade receivables Finance receivables (credit activity) 62 (67) Finance payables (credit activity) (49) 41 Other 167 (26) Change in operating working capital 219 (47) (*) See note 1.3. (ii) Effect of changes in scope of consolidation millions adjusted (*) Disposal proceeds, of which: Super de Boer (**) 316 Vindémia (changes in scope and disposal of production companies) 36 Finovadis 6 Easy Holland BV 3 Easydis Service 3 Mercialys (change in percentage interest) 38 GPA (change in percentage interest) 19 Acquisition cost, (919) (492) of which: Gdynia (newly-consolidated) (39) Dilux et Chalin (newly-consolidated) (26) Caserne de Bonne (newly-consolidated) (47) Halles des Bords de Loire (newly-consolidated) (13) Exito sub-group (exercise of Carulla put and change in percentage interest) (85) (12) GPA (Globex Utilidades acquisition) (118) GPA (change in scope) (9) GPA (AIG put on Sendas and call exercise) (84) Franprix-Leader Price sub-group (Baud put) (429) Franprix-Leader Price sub-group (newly-consolidated units) (75) (77) Franprix-Leader Price sub-group (changes in scope) (8) (95) Monoprix sub-group (Naturalia acquisition) (32) Cdiscount (change in percentage interest) (22) Mercialys sub-group (58) Cedif, Pavois (24) Super de Boer (58) AEW Immocommercial (11) Intexa (7) Cash of subsidiaries acquired or sold during the period, of which: GPA (Globex Utilidades acquisition) 10 GPA (change in scope) (4) 2 Franprix-Leader Price sub-group 5 Casino Limited and EMC Limited 7 Caserne de Bonne 5 Franprix-Leader Price sub-group 12 Super de Boer (4) Intexa 2 Effect of changes in scope of consolidation (468) (418) (*) See note 1.3. (**) The amount of 316 million includes the sale price for all Super de Boer s assets and liabilities ( 553 million), less an interim dividend paid to minority shareholders ( 237 million). (iii) Corresponds mainly to the disposal of property assets in France and Colombia for, respectively, 106 million and 85 million.

74 72 I Consolidated financial statements Registration document 2009 / Casino Group Consolidated financial statements CONSOLIDATED STATEMENT OF CHANGES IN EQUITY before appropriation of profit for the years ended 31 December 2009 and 2008 millions Share capital Additional paid-in capital (i) Treasury shares Retained earnings and profit for the period Deeply subordinated perpetual bonds At 1 January ,912 (22) Accounting change (iii) (5) At 1 January adjusted 172 3,912 (22) Income and expense recognised directly in equity Net profit for the period 495 Total recognised income and expense 495 Issue of share capital 2 52 Purchases and sales of treasury shares 19 (57) Dividends paid (258) Dividends payable to deeply subordinated perpetual bond holders (27) Share-based payments 12 Changes in scope of consolidation (iv) Other movements (12) At 31 December 2008 adjusted 173 3,964 (3) 1, Income and expense recognised directly in equity Net profit for the period 591 Total recognised income and expense 591 Issue of share capital (v) (3) 4 Issue expenses (v) (4) Purchases and sales of treasury shares (1) 5 Dividends paid (vi) (593) Dividends payable to deeply subordinated perpetual bond holders (18) Share-based payments 15 Changes in scope of consolidation (vii) Other movements 4 At 31 December ,964 (4) 1, (i) Additional paid-in capital: premiums on shares issued for cash or in connection with mergers or acquisitions, and statutory reserves. (ii) Attributable to the shareholders of Casino, Guichard-Perrachon. (iii) The Group made an accounting change resulting from the adoption of IFRIC 13 (see note 1.3.2). (iv) The increase in minority interests primarily reflects the full consolidation of Super de Boer ( 50 million), the increase in the capital of the Polish property development fund Fonds Immobilier Promotion ( 24 million) and the sale by the Group of Mercialys shares ( 17 million). (v) Transaction costs related to the conversion of preferred non-voting shares (see note 3). The tax effect amounted to 1 million. (vi) The amount of 593 million includes 284 million in cash and 308 million in shares. Dividends paid to minority shareholders in 2009 include 237 million in sale proceeds from Super de Boer (see note 2). (vii) The increase in minority interests primarily reflects the Group s distribution of Mercialys shares (see note 2) and dilution of the Group s interest in Exito following various share issues (see note 2).

75 Registration document 2009 / Casino Group Consolidated financial statements I 73 Cash flow hedges Translation adjustments Actuarial gains and losses Fair value of assets and liabilities held in prior periods Availablefor-sale financial assets Equity attributable to equity holders of the parent (ii) Minority interests Total equity ,122 1,002 7,124 (5) (5) ,117 1,002 7,119 (10) (444) 4 (3) (453) (46) (499) (10) (444) 4 (3) (38) (38) (258) (55) (313) (27) (27) (12) (2) (14) (10) (95) ,890 1,141 7, (4) (4) 4 1, , (4) (4) 4 4 (593) (298) (891) (18) (18) (16) (12) (11) (9) ,379 1,537 7,916

76 74 I Consolidated financial statements Registration document 2009 / Casino Group Notes to the consolidated financial statements for the years ended 31 December 2009 and 2008 REPORTING ENTITY Casino, Guichard-Perrachon is a French société anonyme listed on compartment A of Euronext Paris. In these notes, the Company and its subsidiaries are referred to as the Group or Casino. The company s registered office is at 1, Esplanade de France, Saint-Étienne. The consolidated financial statements for the year ended 31 December 2009 reflect the accounting situation of the Company, its subsidiaries and jointly-controlled companies, as well as the Group s interests in associates. The 2009 consolidated financial statements of Groupe Casino were approved for publication by the Board of Directors on 3 March NOTE 1 SIGNIFICANT ACCOUNTING POLICIES NOTE 1.1 ACCOUNTING STANDARDS Pursuant to European regulation 1606/2002 of 19 July 2002, the consolidated financial statements have been prepared in accordance with the standards and interpretations issued by the International Accounting Standards Board (IASB), as adopted by the European Union and mandatory as of the reporting date. These standards are available on the European Commission s website ( ias/index_en.htm). They include international accounting standards (IAS) and international financial reporting standards (IFRS), as well as interpretations issued by the International Financial Reporting Interpretations Committee (IFRIC). The significant accounting policies set out below have been applied consistently to all periods presented, after taking account of or with the exception of the new standards and interpretations set out below. Note New standards, amendments and interpretations applicable as of 1 January 2009 The following revised standards, new standards and new interpretations are mandatory as of 2009: IAS 1 Revised Presentation of Financial Statements; IFRS 8 Operating Segments; IFRIC 13 Customer Loyalty Programmes; IFRIC 15 Agreements for the Construction of Real Estate; IFRIC 16 Hedges of a Net Investment in a Foreign Operation; Amendment to IAS 23 Borrowing Costs; Amendment to IFRS 2 Vesting Conditions and Cancellations; Amendment to IFRS 7 Improving Disclosures about Financial Instruments; Amendment to IAS 1 and IAS 32 Puttable Instruments and Obligations Arising on Liquidation; Annual improvements to IFRSs (22 May 2008) mainly on the recognition of advertising and promotional expenditure (IAS 38 Intangible assets). They had no material effect on the consolidated financial statements. The application of IFRIC 13, IAS 23 Revised and IFRS 8 is described in more detail in note 1.3. Since 2008, the Group has applied IFRIC 14 IAS 19 The Limit on a Defined Benefit Asset, Minimum Funding Requirements and their Interaction, IFRIC 11 IFRS 2 Group and Treasury Share Transactions and IFRIC 12 Service Concession Arrangements. Note New standards and interpretations not yet applicable at 31 December 2009 and not early adopted The following standards and interpretations have been adopted by the European Union but were not applicable at 31 December 2009: IAS 27 Revised Consolidated and Separate Financial Statements, mandatory for annual periods beginning on or after 1 July 2009; IFRS 3 Revised Business Combinations, applicable to business combinations completed in the first annual period beginning on or after 1 July 2009; Amendment to IAS 32 Classification of Rights Issues, mandatory for annual periods beginning on or after 1 February 2010;

77 Registration document 2009 / Casino Group Consolidated financial statements I 75 Amendment to IAS 39 Financial Instruments: Recognition and Measurement Eligible Hedged Items, mandatory for annual periods beginning on or after 1 July 2009; Amendment to IFRIC 9 Reassessment of Embedded Derivatives and IAS 39 - Financial Instruments: Recognition and Measurement, mandatory for annual periods ended on or after 30 June 2009; IFRIC 17 Distributions of Non-cash Assets to Owners, mandatory for annual periods beginning on or after 1 July 2009; IFRIC 18 Transfers of Assets from Customers, mandatory for transactions completed after 1 July The Group has not early adopted any of these new standards or interpretations. With the possible exception of the accounting treatment of put options on minority interests, IAS 27 revised and IFRS 3 revised will not have any impact on the consolidated financial statements on their date of application but will have an impact on the Group s future acquisitions. Subject to their final adoption by the European Union, the following standards, amendments and interpretations published by the IASB are mandatory for annual periods beginning on or after 1 January 2010 (with the exception of a few annual amendments or interpretations applicable after that date). The Group is currently analysing the potential impacts of their first-time adoption. Amendment to IFRS 2 Share-based Payment: Group Cash-settled Share-based Payment Transactions, manda tory for annual periods beginning on or after 1 January 2010; IFRS 9 Financial instruments: Classification and Measurement, mandatory for annual periods beginning on or after 1 January 2013; IFRIC 19 Extinguishing Financial Liabilities with Equity Instruments, mandatory for annual periods beginning on or after 1 July 2010; Amendment to IFRIC 14 IAS 19: The Limit on a Defined Benefit Asset, Minimum Funding Requirements and their Interaction, man datory for annual periods beginning on or after 1 Ja nuary 2011; IAS 24 Revised Related Party Transactions, mandatory for annual periods beginning on or after 1 January 2011; Annual improvements to IFRSs (16 April 2009), most of which are mandatory for annual periods beginning on or after 1 January The Group has not early adopted any of these new standards, amendments or interpretations, except for the improvement to IFRS 8, which eliminates the requirement to disclose assets by operating segment. NOTE 1.2 BASIS OF PREPARATION AND PRESENTATION Note Accounting convention The consolidated financial statements have been prepared using the historical cost convention, with the exception of the following: Land held by companies in the centralised scope (historical scope in France) and Monoprix, as well as the warehouse land held by Franprix-Leader Price, for which the fair value at 1 January 2004 has been used as deemed cost. The resulting revaluation gains have been recognised in equity. Derivative financial instruments and financial assets available for sale, which are measured at fair value. The carrying amounts of assets and liabilities hedged by a fair value hedge, which would otherwise be measured at cost, are adjusted for changes in the fair value attributable to the hedged risk. The consolidated financial statements are presented in millions of euros. The figures in the tables have been rounded to the nearest million euros and include individually rounded data. Consequently, the totals and sub-totals may not correspond exactly to the sum of the reported amounts. The consolidated financial statements for the year ended 31 De cember 2007 are incorporated by reference. Note Use of estimates The preparation of consolidated financial statements requires the use of estimates and assumptions that affect the reported amount of certain assets and liabilities and income and expenses, as well as the disclosures made in certain notes to the consolidated financial statements. Due to the inherent uncertainty of assumptions, actual results may differ from the estimates. Estimates and assessments are reviewed at regular intervals and adjusted where necessary to take into account past experience and any relevant economic factors.

78 76 I Consolidated financial statements Registration document 2009 / Casino Group Notes to the consolidated financial statements The main estimates and assumptions are based on the information available when the financial statements are drawn up and concern the following: commercial cooperation fees (see note ); provisions for liabilities and other operating provisions (see notes and 27); put options granted to minority shareholders and earn-out payments on business combinations (see notes and ); impairment losses on non-current assets and goodwill (see notes and 16); deferred taxes (see notes and 8); fair values of investment property disclosed in the notes (see note 15), as well as the accounting treatment of investment property acquisitions. For each transaction, the Group analyses the existing assets and operations to determine whether the acquisition should be treated as a business combination or a separately acquired asset; fair values of derivatives, and particularly hedging instruments (see notes , , 22, 24, 29 and 32); available-for-sale financial assets (see note 19.1); non-current assets (or disposal groups) held for sale (see note 10). The main transaction requiring the Group to take an accounting position was the distribution of Mercialys shares (see note 2.2). Additional disclosures on the sensitivity of goodwill, provisions and put option values are provided in notes 16, 27 and 29. When the award credit is used by the customer, the revenue deferred at inception is recognised and the cost of the award credit is either deducted from the cost of goods sold (in the case of exchange vouchers) or from revenue (in the case of money vouchers). The Group has two types of loyalty plan covered by IFRIC 13: plans that award points to customers when they purchase goods in Group stores, which may be cashed in for money vouchers or gift vouchers; a money voucher plan. The Group previously recognised a provision for the costs incurred in granting award credits to its customers. Under IFRIC 13, the Group now accounts for the fair value of the award credits granted (that is, the fair value to the customer), as opposed to their cost. Consequently, the impact of customer loyalty plans is now presented in the balance sheet as deferred income rather than provisions and in the income statement as a deduction from revenue or in the cost of goods sold, as applicable, rather than in marketing costs. Following the retrospective application of IFRIC 13, the financial information previously published has been adjusted accordingly as presented below (in millions): Balance sheet at 1 January 2008: Net increase in deferred tax assets 3 Net increase in deferred income 68 Decrease in trade payables 13 Decrease in provisions for liabilities and charges 47 Net decrease in total equity 5 NOTE 1.3 IMPACT OF ACCOUNTING CHANGES The financial information previously published has been adjusted for the impact of IFRS 8 and IFRIC 13, as well as the disposal of Super de Boer. Note Application of IFRS 8 IFRS 8 Operating Segments is mandatory as of 1 January 2009 and replaces IAS 14 Segment Reporting. It requires disclosure of financial information by reportable operating segment as opposed to primary and secondary reporting format (geographical and business segment). Reportable operating segments now reflects the internal reporting system used for management purposes. The impacts of this standard, which is applicable retrospectively, are presented in note 4. Note Application of IFRIC 13 The Group has applied IFRIC 13 Customer Loyalty Programmes as of 1 January This standard sets out the accounting treatment for award credits granted to customers upon an initial sale transaction for use against a future sale transaction. Award credits are recognised as a separately identifiable component of the initial sales transaction and their fair value at inception is deducted from the revenue generated by the sale. Balance sheet at 31 December 2008: Net increase in deferred tax assets 4 Net increase in deferred income 64 Decrease in trade payables 9 Decrease in provisions for liabilities and charges 45 Net decrease in total equity 6 Income statement for the year to 31 December 2008: Net decrease in revenue - 1 Net decrease in cost of goods sold 9 Net increase in gross profit 9 Net decrease in other income - 13 Net decrease in selling expenses 2 Net decrease in trading profit - 3 Net decrease in other operating income and expense 1 Net decrease in income tax expense 1 Net decrease in profit from continuing operations - 1 Note Application of IAS 23 Revised Contrary to the option available and used by the Group until last year, borrowing costs that are directly attributable to the acquisition, construction or production of a qualifying

79 Registration document 2009 / Casino Group Consolidated financial statements I 77 asset are now capitalised as part of the cost of that asset when the commencement date for capitalisation is on or after 1 January 2009 and typically when the construction period is more than six months. The prospective application of IAS 23 Revised had little impact on the consolidated financial statements for the year ended 31 December 2009; interest capitalised during the period amounted to 3 million. Note Disposal of Super de Boer The Group sold Super de Boer s assets and liabilities in The previously published income statement has been adjusted in line with IFRS 5 Non-current Assets Held for Sale and Discontinued Operations. The effect of this adjustment is presented in note 10. NOTE 1.4 POSITIONS ADOPTED BY THE GROUP FOR ACCOUNTING ISSUES NOT SPECIFICALLY DEALT WITH IN IFRSS In the absence of standards or interpretations applicable to the situations described below, management has used its judgement to define and apply the most appropriate accounting treatment. These positions concern the following issues: acquisitions of minority interests (see note 1.5.2); conditional or unconditional put and call options on minority interests (see note ). NOTE 1.5 SIGNIFICANT ACCOUNTING POLICIES Note Basis of consolidation and consolidation methods The consolidated financial statements include the financial statements of all material subsidiaries, joint ventures and associates over which the parent company exercises control, joint control or significant influence, either directly or indirectly. Subsidiaries Subsidiaries are companies controlled by the Group. Control is the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. Control is presumed to exist when the Group directly or indirectly holds more than half of the voting power of an entity. The consolidated financial statements include the financial statements of subsidiaries from the date when control is acquired to the date at which the Group no longer exercises control. All controlled companies are fully consolidated in the Group s balance sheet, whatever the percentage interest held. Joint ventures Joint ventures are companies in which the Group shares control of an economic activity under a contractual agreement. Companies that are controlled jointly by the Group are consolidated by the proportionate method. Associates Associates are companies in which the Group exercises significant influence over financial and operational policies without having control. They are accounted for by the equity method. Goodwill related to these entities is included in the carrying amount of the investment. For all companies other than special purpose entities, control is determined based on the percentage of existing and potential voting rights. The Group may own share warrants, share call options, debt or equity instruments that are convertible into ordinary sha res or other similar instruments that have the potential, if exercised or converted, to give the Group voting power or reduce another party s voting power over the financial and operational policies of an entity (potential voting rights). The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the Group has the power to govern the financial and operating policies of an entity. Potential voting rights are not currently exercisable or convertible when, for example, they cannot be exercised or converted until a future date or until the occurrence of a future event. Control of special purpose entities is determined by reference to the Group s share of the risks and rewards of ownership of the entity. Special purpose entities are consolidated when, in substance: The relationship between the special purpose entity and the Group indicates that the Group controls the special purpose entity. The special purpose entity conducts its business activities to meet the Group s specific operating needs in such a way that the Group benefits from these activities. The Group has decision-making powers to obtain the majority of the benefits of the special purpose entity s activities or is able to obtain the majority of these benefits through an auto-pilot mechanism. By having a right to the majority of the special purpose entity s benefits, the Group is exposed to the special purpose entity s business risks. The Group retains the majority of residual or ownership risks related to the special purpose entity s property or its assets in order to benefit from its activities. Note Business combinations Business combinations in which the Group obtains control of one or more business activities are accounted for using the purchase method. The cost of a business combination is measured as the fair values, at the date of exchange, of assets given, liabilities incurred or assumed, and equity instruments issued by the acquirer, plus any costs directly attributable to the business combination. Costs incurred before 1 January 2010 attributable to a business combination that will take place after 31 December 2009 are recognised in prepaid expenses.

80 78 I Consolidated financial statements Registration document 2009 / Casino Group Notes to the consolidated financial statements Upon consolidation, the acquiree s identifiable assets, liabilities and contingent liabilities that satisfy the IFRS recognition criteria are measured at their fair values at the acquisition date, except for non-current assets that are classified as held for sale, which are recognised and measured at fair value less costs to sell. This principle only applies to acquisitions of stand-alone business operations; if the assets acquired are complements to existing assets already managed by the Group, the transaction is treated as a purchase of separately acquired assets. Only identifiable liabilities that satisfy the criteria for recognition as a liability of the acquiree are recognised in a business combination. In line with this principle, a restructuring liability is recognised only when the acquiree has an existing liability at the acquisition date. Fair value adjustments to assets and liabilities recognised provisionally in a business combination (due to ongoing appraisals or additional analyses) are recognised as retrospective adjustments to goodwill if they are determined within twelve months of the acquisition date. Beyond this time period, adjustments to the initial accounting are recognised only to correct an error. Minority interests are recognised based on the fair value of the net assets acquired. Buyouts of minority interests are not dealt with in the standards applicable at 31 December Accordingly, the difference between the purchase price and the carrying amount of the additional minority interest acquired is recognised in goodwill. Conversely, disposals of minority interests without loss of control are accounted for as transactions with third parties and give rise to the recognition of a gain or loss equal to the difference between the sale proceeds and the carrying amount of the interests sold. As of 1 January 2010, in accordance with IAS 27 Revised, the gain or loss resulting on these transactions will be recognised directly in equity. Note Closing date With the exception of a few small subsidiaries and Cdiscount, which close their accounts at March 31, Group companies all have a 31 December year-end. Note Consolidation of subsidiaries whose business is dissimilar from that of the Group as a whole The financial statements of Banque du Groupe Casino are prepared in accordance with accounting standards applicable to financial institutions. The financial statements of Casino Ré are prepared in accordance with accounting standards applicable to insurance companies. In the consolidated financial statements, their assets, liabilities, income and expenses are classified based on non-industry-specific IASs and IFRSs, with customer loans included in Trade receivables, refinancing of customer loans in Other current liabilities and banking revenue in Revenue. Note Foreign currency translation The consolidated financial statements are presented in euros, the Group s functional currency. Functional currency is the currency of the principal economic environment in which the reporting entity operates. Each Group entity determines its own functional currency and all their financial transactions are measured in that currency. The financial statements of subsidiaries that use a different functional currency from that of the Group are translated according to the closing rate method: Assets and liabilities, including goodwill and fair value adjustments, are translated into euros at the closing rate, corresponding to the spot exchange rate at the balance sheet date. Income statement and cash flow items are translated into euros using the average rate for the period unless significant variances occur. The resulting exchange differences are recognised directly within a separate component of equity. When a foreign operation is disposed of, the cumulative amount of the exchange differences in equity relating to that operation is reclassified to profit or loss. Foreign currency transactions are translated into euros using the exchange rate at the transaction date. Monetary assets and liabilities denominated in foreign currencies are translated at the closing rate and the resulting exchange differences are recognised in the income statement under Exchange gains and losses. Non-monetary assets and liabilities denominated in foreign currencies are translated at the exchange rate at the transaction date. Exchange differences arising on the translation of a net investment in a foreign operation are recognised within a separate component of equity and reclassified to profit or loss on disposal of the net investment. Exchange differences arising on the translation of borrowings hedging a net investment denominated in a foreign currency or on permanent advances made to subsidiaries are recognised in equity and then reclassified in profit or loss on disposal of the net investment. Note Goodwill and intangible assets Under IAS 38, intangible items are recognised as intangible assets when they meet the following criteria: The item is identifiable and separable. The Group has the capacity to control future economic benefits from the item. The item will generate future economic benefits. Intangible assets acquired in a business combination are recognised as goodwill when they do not meet these criteria. Note Goodwill At the acquisition date, goodwill is initially measured as the excess of the cost of the business combination over the Group s interest in the fair value of the acquiree s identifi-

81 Registration document 2009 / Casino Group Consolidated financial statements I 79 able assets, liabilities and contingent liabilities. Goodwill is allocated to the cash generating unit or groups of cash-generating units that benefit from the synergies of the combination, based on the level at which the return on investment is monitored for internal management purposes. Goodwill is not amortised but is tested for impairment at each year-end, or whenever there is an indication that it may be impaired. Impairment losses on goodwill are not reversible. The method used by the Group to test goodwill for impairment is described in the note entitled Impairment of non-current assets. Negative goodwill is recognised directly in the income statement for the period of the business combination, once the identification and measurement of the acquiree s identifiable assets, liabilities and contingent liabilities have been verified. Note Intangible assets Intangible assets acquired separately by the Group are measured at cost and those acquired in business combinations are measured at fair value. Intangible assets consist mainly of purchased software, software developed for internal use, trademarks, patents and lease premiums. Trademarks that are created and developed internally are not recognised on the balance sheet. Intangible assets are amortised on a straight-line basis over their estimated useful lives. Development costs are amortised over three years and software over three to ten years. Intangible assets with an indefinite useful life (including lease premiums and purchased trademarks) are not amortised, but are tested for impairment at each year-end or whenever there is an indication that their carrying amount may not be recovered. An intangible asset is derecognised on disposal or when no future economic benefits are expected from its use or disposal. The gain or loss arising from the derecognition of an intangible asset is determined as the difference between the net sale proceeds, if any, and the carrying amount of the asset. It is recognised in profit or loss ( Other operating income and expense ) when the asset is derecognised. Residual values, useful lives and amortisation methods are reviewed at each year-end and revised prospectively if necessary. Note Property, plant and equipment Property, plant and equipment are measured at cost less accumulated depreciation and any accumulated impairment losses. Subsequent expenditures are recognised in assets if they satisfy the recognition criteria in IAS 16. The Group examines these criteria before making expenditure. Land is not depreciated. All other items of property, plant and equipment are depreciated on a straight-line basis over their expected useful lives without taking into account any residual value. The main useful lives are as follows: Asset category Depreciation period (years) Land Buildings (shell) 40 Roof waterproofing and shell fire protection systems 15 Land improvements 10 to 20 Building fixtures and fittings 5 to 10 Technical installations, machinery and equipment 5 to 12 Computer equipment 3 to 5 Roofing and shell fire protection systems are classified as separate items of property, plant and equipment only when they are installed during major renovation projects. In all other cases, they are part of the building. An item of property, plant and equipment is derecognised on disposal or when no future economic benefits are expected from its use or disposal. The gain or loss arising from the derecognition of an item of property, plant and equipment is determined as the difference between the net sale proceeds, if any, and the carrying amount of the asset. It is recognised in profit or loss ( Other operating income and expense ) when the asset is derecognised. Residual values, useful lives and depreciation methods are reviewed at each year-end and revised prospectively if necessary. Note Finance leases Leases that transfer substantially all the risks and rewards of ownership to the lessee are classified as finance leases. They are recognised in the consolidated balance sheet at the inception of the lease at the fair value of the leased asset or, if lower, the present value of the minimum lease payments. Leased assets are accounted for as if they had been acquired through debt. They are recognised as assets (according to their nature) with a corresponding amount recognised in financial liabilities. Leased assets are depreciated over their expected useful life in the same way as other assets in the same category, or over the lease term if shorter, unless the lease contains a purchase option and it is reasonably certain that the option will be exercised. Finance lease obligations are discounted and recognised in the balance sheet as a financial liability. Payments made under operating leases are expensed as incurred. Note Borrowing costs Borrowing costs that are directly attributable to the acquisition, construction or production of an asset that necessarily takes a substantial period of time to get ready for its intended use or sale (typically more than six months) are capitalised in the cost of that asset. All other borrowing costs are recog-

82 80 I Consolidated financial statements Registration document 2009 / Casino Group Notes to the consolidated financial statements nised as an expense in the period in which they are incurred. Borrowing costs are interest and other costs incurred by an entity in connection with the borrowing of funds. The Group capitalises borrowing costs for all qualifying assets whose construction commencement date is on or after 1 January The Group continues to expense borrowing costs as incurred for projects whose commencement date was before 1 January Note Investment property Investment property is property held to earn rentals or for capital appreciation or both. It is recognised and measured in accordance with IAS 40. The shopping centres owned by the Group are classified as investment property. Subsequent to initial recognition, they are measured at historical cost less accumulated depreciation and any accumulated impairment losses. Their fair value is disclosed in the notes to the consolidated financial statements. Investment property is depreciated over the same useful life and according to the same rules as owner-occupied property. The shopping malls owned by Mercialys are valued on an asset-by-asset basis by external appraisers in accordance with RICS (Royal Institute of Chartered Surveyors) standards, using the open market value appraisal methods recommended in the 3rd edition of the French Property Appraisal Charter (Charte de l expertise en évaluation immobilière) of June 2006 and the 2000 report of the combined workgroup set up by the French securities regulator (COB now renamed AMF) and the French accounting board (CNC) on property asset valuations for listed companies. One third of Mercialys assets are re-appraised each year by rotation and the existing appraisals for the other two thirds are updated. In accordance with the COB/CNC 2000 report, two methods were used to determine the market value of each asset: The income capitalisation (IC) method consists of assessing the rental revenue generated by the property and multiplying this income by the market yield on comparable properties (selling space, configuration, competition, ownership method, rental and extension potential and comparability with recent transactions), taking into account any difference between actual and market rents for the property concerned. Any non-billable expenses and works are then deducted from this amount. The discounted cash flows (DCF) method consists of discounting future revenues from the asset and takes into account, year after year, forecast rent adjustments, vacancy rates and other parameters such as marketing periods and capital expenditure to be financed by the lessor. The discount rate used is the risk-free market rate (10-year OAT TEC) plus a property market risk and liquidity premium, plus a premium for obsolescence and rental risk if applicable. Small assets are also valued by comparison to transactions in similar assets. Note Cost of fixed assets The cost of fixed assets corresponds to their purchase cost plus transaction expenses including tax. Note Impairment of non-current assets The procedure to be followed to ensure that the carrying amount of assets does not exceed their recoverable amount (recovered by use or sale) is defined in IAS 36. Goodwill and intangible assets with an indefinite useful life are tested for impairment at least once a year. Other assets are tested whenever there is an indication that they may be impaired. Note Cash Generating Units (CGUs) A cash-generating unit is the smallest identifiable group of assets that generates cash inflows that are largely independent of the cash inflows from other assets or groups of assets. The Group has defined cash-generating units as follows: for hypermarkets, supermarkets and discount stores, each store is treated as a separate CGU; for other networks, each network represents a separate CGU. Note Impairment indicators Apart from the external sources of data monitored by the Group (economic environment, market value of the assets, etc.), the impairment indicators used are based on the nature of the assets: land and buildings: loss of rent or early termination of a lease contract; fixed assets related to the business (assets of the cash generating unit): ratio of net book value of the assets related to a store divided by sales (including VAT), higher than a defined level determined separately for each store category; assets allocated to administrative activities (headquarters and warehouses): the closing of a site or the obsolescence of equipment used at the site. Note Recoverable amount The recoverable amount of an asset is the higher of its fair value less costs to sell and its value in use. It is generally determined separately for each asset. When this is not possible, the recoverable amount of the group of CGUs to which the asset belongs is used. Fair value less costs to sell is the amount obtainable from the sale of an asset in an arm s length transaction between knowledgeable, willing parties, less the costs of disposal. In the retailing industry, fair value less costs to sell is generally determined on the basis of a sales or EBITDA multiple. Value in use is the present value of the future cash flows expected to be derived from continuing use of an asset and from its ultimate disposal. It is determined internally or by external experts on the basis of cash flow projections contained in business plans or budgets covering no more than

83 Registration document 2009 / Casino Group Consolidated financial statements I 81 five years. Cash flows beyond the projection period are estimated by applying a constant or decreasing growth rate. The discount rate corresponds to long-term after-tax market rates reflecting market estimates of the time value of money and the specific risks associated with the asset. The terminal value is generally determined on the basis of a multiple of final year EBITDA. For goodwill impairment testing purposes, the recoverable amounts of CGUs or groups of CGUs are determined annually at the year end. Note Impairment An impairment loss is recognised when the carrying amount of an asset or the CGU to which it belongs is greater than its recoverable amount. Impairment losses are recorded as an expense under Other operating income and expense. Impairment losses recognised in a prior period are reversed if, and only if, there has been a change in the estimates used to determine the asset s recoverable amount since the last impairment loss was recognised. However, the increased carrying amount of an asset attributable to a reversal of an impairment loss may not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset in prior years. Impairment losses on goodwill cannot be reversed. Note Financial assets Note Definitions Financial assets are classified into four categories according to their type and intended holding period, as follows: held-to-maturity investments; financial assets at fair value through profit or loss; loans and receivables; available-for-sale financial assets. Financial assets are classified as current if they are due in less than one year and non-current if they are due in more than one year. Note Recognition and measurement of financial assets With the exception of financial assets at fair value through profit or loss, all financial assets are initially recognised at cost, corresponding to the fair value of the consideration paid plus transaction costs. Note Held-to-maturity investments Held-to-maturity investments are fixed income securities that the Group has the positive intention and ability to hold to maturity. They are measured at amortised cost using the effective interest method. Amortised cost is calculated by adding or deducting any premium or discount over the remaining life of the securities. Gains and losses are recognised in the income statement when the assets are derecognised or there is objective evidence of impairment, and also through the amortisation process. Note Financial assets at fair value through profit or loss Financial assets at fair value through profit or loss are financial assets classified as held for trading, i.e. assets that are acquired principally for the purpose of selling them in the near term. They are measured at fair value and gains and losses arising from remeasurement at fair value are recognised in the income statement. Some assets may be designated at inception as financial assets at fair value through profit or loss. These financial instruments mainly comprise units in eligible mutual funds classified as current assets under cash equivalents. Note Loans and receivables Loans and receivables are financial assets issued or acquired by the Group in exchange for cash, goods or services that are paid, delivered or rendered to a debtor. They are measured at amortised cost using the effective interest method. Long-term loans and receivables that are not interest-bearing or that bear interest at a below-market rate are discounted when the amounts involved are material. Any impairment losses are recognised in the income statement. Trade receivables are recognised and measured at the original invoice amount net of any accumulated impairment losses. They are derecognised when all the related risks and rewards are transferred to a third party. Note Available-for-sale financial assets Available-for-sale financial assets correspond to financial assets not meeting the criteria for classification in any of the other three categories. They are measured at fair value. Gains and losses arising from remeasurement at fair value are accumulated in equity until the asset is derecognised. When they are derecognised or when a decline in the fair value of an available-for-sale financial asset has been recognised directly in equity and there is objective evidence that the impairment is other than temporary, the cumulative loss that had been recognised directly in equity is removed from equity and recognised in the income statement. Impairment losses on equity instruments are irreversible and any subsequent increases in fair value are recognised directly in equity. Impairment losses on debt instruments are reversed through the income statement in the event of a subsequent increase in fair value, provided that the amount reversed does not exceed the impairment losses previously recognised in the income statement. This category mainly comprises investments in non-consolidated companies. Available-for-sale financial assets are classified under non-current financial assets. Note Cash and cash equivalents In accordance with IAS 7, cash and cash equivalents consist of cash and investments that are short-term, highly liquid, readily convertible to known amounts of cash and are subject to an insignificant risk of changes in value.

84 82 I Consolidated financial statements Registration document 2009 / Casino Group Notes to the consolidated financial statements Note Derecognition Financial assets are derecognised in the following two cases: the contractual rights to the cash flows from the financial asset expire; or, the contractual rights are transferred and the transfer qualifies for derecognition, - when substantially all the risks and rewards of ownership of the financial asset are transferred, the asset is derecognised in full; - when substantially all the risks and rewards of ownership are retained by the Group, the financial asset continues to be recognised in the balance sheet for its total amount. The Group has set up receivables discounting programmes with its banks. The Group considers that there is no risk of discounted receivables being cancelled by credit notes or being set off against liabilities. The receivables discounted under the programmes mainly concern services invoiced by the Group under contracts with suppliers that reflect the volume of business made with the suppliers concerned. The other risks and rewards associated with the receivables have been transferred to the banks. Consequently, as substantially all the risks and rewards have been transferred at the balance sheet date, the receivables are derecognised. Note Financial liabilities Note Definitions Financial liabilities are classified into two categories as follows: borrowings recognised at amortised cost; financial liabilities at fair value through profit or loss. Financial liabilities are classified as current if they are due in less than one year and non-current if they are due in more than one year. Note Recognition and measurement of financial liabilities Financial liabilities are measured according to their category under IAS 39. Note Financial liabilities recognised at amortised cost Borrowings and other financial liabilities are usually recognised at amortised cost using the effective interest rate method, except for instruments qualifying for hedge accounting. Debt issue costs and issue and redemption premiums are included in the cost of borrowings and financial debt. They are added or deducted from borrowings, and are amortised using an actuarial method. Note Financial liabilities at fair value through profit or loss These are financial liabilities intended to be held on a shortterm basis for trading purposes. They are measured at fair value and gains and losses arising from remeasurement at fair value are recognised in the income statement. Note Recognition and measurement of derivative instruments Cash flow hedges All derivative instruments (swaps, collars, floors and options) are recognised in the balance sheet and measured at fair value, with gains and losses arising from remeasurement at fair value recognised in the income statement. In accordance with IAS 39, hedge accounting is applied to: fair value hedges (for example, swaps to convert fixed rate debt to variable rate). In this case, the debt is measured at fair value, with gains and losses arising from remeasurement at fair value recognised in the income statement on a symmetrical basis with the loss or gain or loss on the derivative. If the hedge is entirely effective, the loss or gain on the hedged debt is offset by the gain or loss on the derivative; cash flow hedges (for example, swaps to convert floating rate debt to fixed rate). For these hedges, the effective portion of the change in the fair value of the derivative is recognised in equity and reclassified into the income statement on a symmetrical basis with the hedged cash flows, and the ineffective portion is recognised directly in the income statement. Hedge accounting may only be used if: the hedging relationship is clearly defined and documented at inception; and the effectiveness of the hedge can be demonstrated at inception and throughout its life. The effective portion of changes in the fair value of derivative financial instruments net of tax is recognised directly in equity and the ineffective portion in profit or loss for the period. Gains or losses accumulated in equity are reclassified to profit or loss under the same line item as the hedged item: i.e. trading profit for hedges of operating cash flows and net financial income or expense for other hedges; in the same periods during which the hedged cash flow affects profit or loss. If the hedge relationship ceases, particularly because it is no longer considered to be effective, accumulated gains or losses on the hedging instrument are retained in equity until the hedged transaction affects profit or loss, except where the hedged transaction is no longer highly probable, in which case the gains or losses accumulated in equity are reclassified to profit or loss immediately. Derivative financial instruments that do not qualify for hedge accounting: recognition and presentation When a derivative financial instrument does not qualify or no longer qualifies for hedge accounting, changes in fair value are recognised directly in profit or loss for the period under Other financial income and expense. Note Fair value of financial instruments The Group adopted the IFRS 7 amendment on fair value disclosures on 1 January The amendment requires entities to classify fair value measurements using a fair value

85 Registration document 2009 / Casino Group Consolidated financial statements I 83 hierarchy that reflects the significance of the inputs used in making the measurements. The fair value hierarchy has the following levels: quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1); inputs other than quoted prices included within Level 1 that are observable either directly (i.e. as prices) or indirectly (i.e. derived from prices) (Level 2); inputs for the asset or liability that are not based on observable market data (unobservable inputs) (Level 3). The fair value of financial instruments traded in an active market is the quoted price on the balance sheet date. A market is considered as active if quoted prices are readily and regularly available from an exchange, dealer, broker, industry group, pricing service or regulatory agency, and those prices represent actual and regularly occurring market transactions on an arm s length basis. These instruments are classified as Level 1. The fair value of financial instruments which are not quoted in an active market (such as over-the-counter derivatives) is determined using valuation techniques. These techniques use observable market data wherever possible and make little use of the Group s own estimates. If all the inputs required to calculate fair value are observable, the instrument is classified as Level 2. If one or more significant inputs are not based on observable market data, the instrument is classified as Level 3. Note Inventories Inventories are measured at the lower of cost and net realisable value, determined by the first-in first-out (FIFO) method. The cost of inventories comprises all costs of purchase, costs of conversion and other costs incurred in bringing inventories to their present location and condition. Accordingly, logistics costs are included in the carrying amount and supplier discounts recognised in Cost of goods sold are deducted. The cost of inventory includes gains or losses on cash flow hedges of future inventory purchases initially recognised in equity. Net realisable value is the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated costs necessary to make the sale. Property development work in progress is recognised in inventories. Note Non-current assets held for sale and discontinued operations Non-current assets classified as held for sale are measured at the lower of their carrying amount and their fair value less costs to sell. A non-current asset (or disposal group) is classified as held for sale if its carrying amount will be recovered principally through a sale transaction rather than through continuing use. For this condition to be met, the asset (or disposal group) must be available for immediate sale in its present condition and its sale must be highly probable. For the sale to be highly probable, management must be committed to a plan to sell the asset (or disposal group), and the sale should be expected to qualify for recognition as a completed sale within one year from the date of classification. In the consolidated income statement for the current and prior periods, the post-tax results of discontinued operations and any gain or loss on sale are presented as a single amount on a separate line item below the results of continuing operations, even where the Group retains a minority interest in the subsidiary after its sale. Property, plant and equipment and intangible assets classified as held for sale are no longer depreciated or amortised. Note Equity Note Equity instruments and hybrid instruments The classification of instruments issued by the Group in equity or debt depends on each instrument s specific characteristics. An instrument is deemed to be an equity instrument when the following two conditions are met: (i) the instrument does not contain a contractual obligation to deliver cash or another financial asset to another entity, or to exchange financial assets or financial liabilities with another entity under conditions that are potentially unfavourable to the entity; and (ii) in the case of a contract that will or may be settled in the entity s own equity instruments, it is either a non-derivative that does not include a contractual obligation to deliver a variable number of the company s own equity instruments, or it is a derivative that will be settled by the exchange of a fixed amount of cash or another financial asset for a fixed number of the entity s own equity instruments. Accordingly, instruments that are redeemable at the Group s discretion and for which the remuneration depends on the payment of a dividend are classified in equity. Note Equity transaction costs External and qualifying internal costs directly attributable to equity transactions or transactions involving equity instruments are recorded as a deduction from equity, net of tax. All other transaction costs are recognised as an expense. Note Treasury share Casino, Guichard-Perrachon shares purchased by the Group are deducted from equity at cost. The proceeds from sales of treasury shares are credited to equity with the result that any disposal gains or losses, net of the related tax effect, have no impact in the income statement for the period. Note Options on treasury shares Options on treasury shares are treated as derivative instruments, equity instruments or financial liabilities depending on their characteristics. Options classified as derivatives are measured at fair value through profit or loss. Options classified as equity instru-

86 84 I Consolidated financial statements Registration document 2009 / Casino Group Notes to the consolidated financial statements ments are measured in equity at their initial amount and changes in value are not recognised. The accounting treatment of financial liabilities is described in note Note Share-based payment The management and certain employees of the Group receive stock options and share grants. The fair value of the options at the grant date is recognised in employee benefits expense over the option vesting period, generally three years. The fair value of options is determined using the Black & Scholes option pricing model, based on the plan attributes, market data (including the market price of the underlying shares, share price volatility and the risk-free interest rate) at the grant date and assumptions concerning the probability of grantees remaining with the Group until the options vest. The fair value of share grants is also determined on the basis of the plan attributes, market data at the grant date and assumptions concerning the probability of grantees remaining with the Group until the shares vest. If there are no vesting conditions attached to the share grant plan, the expense is recognised in full when the plan is set up. Otherwise the expense is deferred over the vesting period as and when the vesting conditions are met. Note Provisions Note Post-employment and other long-term employee benefits Group companies provide their employees with various benefit plans depending on local laws and practice. Under defined contribution plans, the Group pays fixed contributions into a fund and has no obligation to pay further contributions if the fund does not hold sufficient assets to pay all employee benefits relating to employee service in the current and prior periods. Contributions to these plans are expensed as incurred. Under defined benefit plans, the Group s obligation is measured using the projected unit credit method based on the agreements effective in each company. Under this method, each period of service gives rise to an additional unit of benefit entitlement and each unit is measured separately to build up the final obligation. The final obligation is then discounted. The actuarial assumptions used to measure the obligation vary according to the economic conditions prevailing in the relevant country. The obligation is measured by independent actuaries annually for the most significant plans and for the employment termination benefit, and regularly for all other plans. Assumptions include expected rate of future salary increases, estimated average working life of employees, life expectancy and staff turnover rates. Actuarial gains and losses arise from the effects of changes in actuarial assumptions and experience adjustments (differences between results based on previous actuarial assumptions and what has actually occurred). All gains and losses arising on defined benefit plans are recognised immediately in equity. Past service cost is the increase in the obligation resulting from the introduction of, or changes to, benefit plans. It is recognised as an expense on a straight-line basis over the average period until the benefits become vested, or immediately if the benefits are already vested. Expenses related to defined benefit plans are recognised in operating expenses (service cost) or other financial income and expense (interest cost and expected return on plan assets). Curtailments, settlements and past service costs are recognised in operating expenses or other financial income and expense depending on their nature. The liability recognised in the balance sheet is measured as the net present value of the obligation, less the fair value of plan assets and unrecognised past service cost. Note Other provisions A provision is recorded when the Group has a present obligation (legal or constructive) as a result of a past event, the amount of the obligation can be reliably estimated and it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation. Provisions are discounted when the related adjustment is material. In accordance with the above principle, a provision is recorded for the cost of repairing equipment sold with a warranty. The provision represents the estimated cost of repairs to be performed during the warranty period, as estimated on the basis of actual costs incurred in prior years. Each year, part of the provision is reversed to offset the actual repair costs recognised in expenses. A provision for restructuring is recorded when the Group has a constructive obligation to restructure. This is the case when management has drawn up a detailed, formal plan and has raised a valid expectation in those affected that it will carry out the restructuring by announcing its main features to them before the period-end. Other provisions concern specifically identified liabilities and charges. Contingent liabilities correspond to possible obligations that arise from past events and whose existence will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the Group s control, or present obligations whose settlement is not expected to require an outflow of resources embodying economic benefits. Contingent liabilities are not recognised in the balance sheet, except when they arise from a business combination, but are disclosed in the notes to the financial statements. Note Put options granted to minority shareholders The Group has granted put options to the minority shareholders of some of its fully-consolidated subsidiaries. In accordance with IAS 32, the obligations under these puts have been recognised as financial liabilities. Options with

87 Registration document 2009 / Casino Group Consolidated financial statements I 85 a fixed exercise price are measured and recorded at discounted present value and options with a variable exercise price at fair value. On initial recognition, the put does not immediately transfer the economic benefits inherent to the ownership of the underlying securities. Accordingly, the liability is measured at the exercise price of the securities underlying the put, and the acquisition of the additional securities has been anticipated. However, current standards do not clearly specify where the contra entry should be recorded, and the Group has therefore opted to recognise the corresponding amount in goodwill. The minority interest is reclassified as a liability and the difference between the liability and the carrying amount of the minority interest is recognised in goodwill, in line with the accounting treatment used by the Group for recording purchases of minority interests. Dividends paid to minority shareholders are reflected in an increase in goodwill. In the income statement, the profit attributable to minority shareholders is recognised in minority interests. In the balance sheet, the profit attributable to minority interests is deducted from goodwill. No financial expense is recognised for changes in value of the liability, which are recognised in goodwill. On subsequent reporting dates, the periodical revision of the assumptions underlying the change in value of puts with a variable exercise price automatically leads to an adjustment to their fair value. The amount recognised in goodwill is adjusted each year for changes in the value of the option exercise price and in minority interest. This accounting treatment, which would be applied if the options were exercised today, best reflects the substance of the transaction. However, it may be changed if an interpretation or new standard is issued requiring application of a different approach. The Group is currently analysing the potential impacts of IAS 27R and IFRS 3R on this accounting treatment. Note General definition of fair value Fair value is the amount for which an asset could be exchanged, or a liability settled, between knowledgeable, willing parties in an arm s length transaction. Note Classification of assets and liabilities as current and non-current Assets that are expected to be realised in, or are intended for sale or consumption in, the Group s normal operating cycle or within twelve months after the balance sheet date are classified as current assets, together with assets that are held primarily for the purpose of being traded and cash and cash equivalents. All other assets are classified as noncurrent. Liabilities that are expected to be settled in the entity s normal operating cycle or within twelve months after the balance sheet date are classified as current. The Group s normal operating cycle is twelve months. All deferred tax assets and liabilities are classified as noncurrent assets or liabilities. Note Total revenue Revenue comprises net sales and other income. Net sales include sales by the Group s stores, self-service restaurants and warehouses, as well as financial services, rental services and revenue from other miscellaneous services rendered. Other income consists of revenue related to the property development business, incidental revenues and revenues from secondary activities, including commissions for the sale of travel packages and franchise or sub-letting revenues. Note Gross profit Gross profit corresponds to the difference between net sales and the cost of goods sold. The cost of goods sold comprises the cost of purchases net of discounts and commercial cooperation fees, changes in inventory related to retail activities and logistics costs. Commercial cooperation fees are measured based on contracts signed with suppliers. They are billed in instalments over the year. At each year-end, an accrual is booked for the amount receivable or payable, corresponding to the difference between the value of the services actually rendered to the supplier and the sum of the instalments billed during the year. Changes in inventory, which may be positive or negative, are determined after taking into account any impairment losses. Logistics costs correspond to the cost of logistics operations managed or outsourced by the Group, comprising all warehousing, handling and freight costs incurred after goods are first received at one of the Group s stores or warehouses. Transport costs included in suppliers invoices (e.g. for goods purchased on a delivery duty paid or DDP basis) are included in purchase costs, Outsourced transport costs are recognised under logistics costs. Note Selling expense Selling expenses consist of point-of-sale costs, as well as the cost of property development work and changes in work in progress. Note General and administrative expenses General and administrative expenses correspond to overheads and the cost of corporate units, including the purchasing and procurement, sales and marketing, IT and finance functions. Note Pre-opening and post-closure costs When they do not meet the criteria for capitalisation, costs incurred prior to the opening or after the closure of a store are recognised in operating expense when incurred.

88 86 I Consolidated financial statements Registration document 2009 / Casino Group Notes to the consolidated financial statements Note Other operating income and expense Other operating income and expense correspond to the effects of major events occurring during the period that would distort analyses of the Group s recurring profitability. They are defined as significant items of income and expense that are limited in number, unusual or abnormal, whose occurrence is rare. Note Finance costs, net Finance costs, net correspond to all income and expenses generated by net debt during the period, including gains and losses on sales of cash equivalents, interest rate and currency hedging gains and losses, as well as interest charges on finance leases. Net debt corresponds to borrowings and financial liabilities less cash and cash equivalents, as increased or reduced by the net impact of fair value hedges of debt with a positive or negative fair value. Note Other financial income and expense This item corresponds to financial income and expense that is not generated by net debt. It consists mainly of dividends from non-consolidated companies, gains and losses arising from remeasurement at fair value of financial assets other than cash and cash equivalents and of derivatives not qualifying for hedge accounting, gains and losses on disposal of financial assets other than cash and cash equivalents, discounting adjustments (including to provisions for pensions and other post-employment benefit obligations) and exchange gains and losses on items other than components of net debt. Cash discounts are recognised in financial income for the portion corresponding to the normal market interest rate and as a deduction from cost of goods sold for the balance. Note Income tax expense Income tax expense corresponds to the sum of the current taxes due by the various Group companies and changes in deferred taxes. Qualifying French subsidiaries are generally members of a tax group and file a consolidated tax return. Current tax expenses reported in the income statement correspond to the tax expenses of the parent companies of the tax groups and companies that are not members of a tax group. Deferred tax assets correspond to future tax benefits arising from deductible temporary differences, tax loss carryforwards and certain consolidation adjustments that are expected to be recoverable. Deferred tax liabilities are recognised in full for: taxable temporary differences, except where the deferred tax liability results from recognition of a non-deductible im pairment loss on goodwill or from initial recognition of an asset or liability in a transaction which is not a business combination and, at the time of the transaction, affects neither accounting profit nor taxable profit or the tax loss; and taxable temporary differences related to investments in subsidiaries, associates and joint ventures, except when the Group controls the timing of the reversal of the difference and it is probable that it will not reverse in the foreseeable future. Deferred taxes are recognised according to the balance sheet method and, in accordance with IAS 12, are not discounted. They are calculated by the liability method, which consists of adjusting deferred taxes recognised in prior periods for the effect of any enacted changes in the income tax rate. The 2010 finance act, passed on 30 December 2009, abolished the French business tax (taxe professionnelle) as of 2010 and replaced it with two new levies: the Cotisation Foncière des Entreprises (CFE), which is based on the property rental values currently used to calculate the taxe professionnelle; the Cotisation sur la Valeur Ajoutée des Entreprises (CVAE), which is based on the value added reported in the parent company financial statements. The Group has reviewed the accounting treatment of this French tax in light of IFRS requirements, taking account of the latest available information on the accounting treatment of income tax and other taxes, and particularly the information provided by IFRIC and the French accounting standards setter (CNC). The Group believes that in substance the taxe professionnelle has been replaced by two new levies which are different in nature: the CFE, which is based on property rental values and may be capped at a percentage of value added, is very similar to the taxe professionnelle and will therefore be recognised as an operating expense in the same way in 2010; the CVAE, which, according to the Group s analysis, meets the definition of a tax on income as defined in IAS 12, since value added, which is the basis for determining the amount due under French tax rules, is an intermediate level of income. In accordance with the provisions of IAS 12, the classification of the CVAE as a tax on income led to the recognition at 31 December 2009 of a deferred tax liability for temporary differences existing at that date. As the finance act was passed in 2009, a corresponding charge was recognised in the 2009 income statement under income tax for the period. In addition, as of 2010, the total current and deferred CVAE charge will also be included in income tax. The principal basis used to calculate the deferred tax charge at 31 December 2009 was the carrying amount of depreciable fixed assets. As of 2010, in accordance with IAS 12, no deferred tax liability will be recognised upon the initial recognition of fixed assets purchased in a transaction which is not a business combination. Note Earnings per share Basic earnings per share are calculated based on the weighted average number of shares outstanding during the

89 Registration document 2009 / Casino Group Consolidated financial statements I 87 period, excluding shares issued in payment of dividends and treasury shares. Diluted earnings per share are calculated by the treasury stock method, as follows: numerator: earnings for the period are adjusted for interest on convertible bonds and dividends on deeply subordinated perpetual bonds; denominator: the number of shares is adjusted to include potential shares corresponding to dilutive instruments (equity warrants, stock options and share grants), less the number of shares that could be bought back at market price with the proceeds from the exercise of the dilutive instruments. The market price used for the calculation corresponds to the average share price for the year. Equity instruments that will or may be settled in Casino, Guichard-Perrachon shares are included in the calculation only when their settlement would have a dilutive impact on earnings per share. Note Segment information Since 1 January 2009, the Group has applied IFRS 8 Operating Segments, which replaces IAS 14. The application of IFRS 8 had no material impact on the financial statements compared with IAS 14. Segment information now reflects a management view and is based on the internal reporting used by the chief operating decision maker (Chairman and Chief Executive Officer) to make decisions about allocating resources and evaluating performance. Segment information is prepared in accordance with the accounting principles applied by the Group. The Group s reportable operating segments are: Géant Casino France Hypermarkets; Convenience Stores, comprising Casino Supermarkets, Monoprix and Superettes; Franprix-Leader Price; Latin America; Asia. There are also some residual activities which are grouped together under Other Businesses, mainly comprising Foodservice, Cdiscount, Banque du Groupe Casino and Mercialys in France, and the Indian Ocean region in International. Management evaluates the performance of its operating segments on the basis of trading profit. NOTE 2 SIGNIFICANT EVENTS OF THE YEAR NOTE 2.1 CHANGES IN THE SCOPE OF CONSOLIDATION The main changes in the scope of consolidation during 2009 were as follows: NEWLY-CONSOLIDATED AND DECONSOLIDATED COMPANIES Company Business Country Operation Consolidation method Globex Utilidades (1) Retail Brazil Acquisition PC DCF scope (Dilux and Chalin) (2) Supermarket business owners France Acquisition FC Franprix-Leader Price sub-group (3) Retail France Acquisition FC Les Halles des Bords de Loire (4) Property development France Acquisition FC Caserne de Bonne (5) Property development France Acquisition FC Easy Holland BV Holding company Netherlands Disposal (1) During the second half of 2009, GPA acquired 95.46% of Globex Utilidades and its Ponto Frio banner, a retailer of household electricals and consumer electronics (see note 3). (2) The Group acquired Dilux and Chalin (owners of supermarket businesses) for 26 million generating 28 million in goodwill. (3) The Group acquired various companies (mainly Chariglione, Barat and Guenant) for a total of 68 million generating 31 million in goodwill. (4) The Group acquired Les Halles des Bords de Loire for 13 million, which did not generate any goodwill. (5) The Group acquired Caserne de Bonne for 47 million, which did not generate any goodwill.

90 88 I Consolidated financial statements Registration document 2009 / Casino Group Notes to the consolidated financial statements CHANGES IN PERCENTAGE INTEREST WITH NO CHANGE OF CONSOLIDATION METHOD Company Business Country Change in percentage interest Consolidation method Mercialys (1) Real estate France Decrease (8.29%) FC Exito (2) Retail Colombia Decrease (5.64%) FC GPA Retail Brazil Decrease (1.05%) PC Carulla Vivero (3) Retail Colombia Increase (22.82%) FC Barcelona (4) Retail Brazil Increase (40%) PC (1) Following the transactions described in note 2.2, and particularly the dividend paid to Casino shareholders in Mercialys shares. (2) Following the new share issue made by Exito (see note 2.2). (3) Exercise of the Carulla put (see note 2.2). (4) GPA now owns 100% of Barcelona (Assai banner) following the exercise of its put option in the second half of A list of main consolidated companies is provided in note 39. NOTE 2.2 OTHER SIGNIFICANT EVENTS Further property assets transferred to Mercialys under the Alcudia value enhancement programme On 5 March 2009, Casino announced the transfer of a 334 mil lion portfolio of property assets comprising Casino development projects and hypermarket retail and storage space to its subsidiary Mercialys under the Alcudia programme. The transaction was described in a document filed by Mercialys with the AMF on 17 April 2009 and forms part of the strategy pursued by the Group since 2005 to capture the value of and monetise its property assets. Mercialys issued 14.2 million new shares in exchange for the assets, raising Casino s interest in its capital from 59.7% to 66.1%. As this was an intragroup transaction, the impact was eliminated in the consolidated financial statements. Payment of a dividend in Mercialys shares to Casino shareholders At the annual general meeting of 19 May 2009, the shareholders of Casino, Guichard-Perrachon approved a mixed cash and stock dividend of 2.57 per share in cash for the preferred non-voting shares and 2.53 per share for the ordinary shares, plus one Mercialys share for every Casino eight shares held for all ordinary and preferred non-voting shares eligible for a dividend. Distribution of the stock dividend had the effect of reducing the Group s interest in Mercialys to around 50.4% of the capital and voting rights. This transaction, together with the conversion of preferred non-voting shares into ordinary shares referred to below, was described in a securities note filed with the AMF on 21 April The distribution to shareholders of shares in a subsidiary that does not involve loss of control is not specifically dealt with in current accounting standards. IFRIC 17 Distributions of Non-cash Assets to Owners was published in November 2009, although its scope does not cover transactions in a subsidiary s shares leading to the recognition of minority interests. However, it does specify that this type of transaction should be accounted for in accordance with the provisions of IAS 27 Revised (1), applicable by the Group as of 1 January The Group considers that the distribution of Mercialys shares should be treated as a reduction in its percentage interest in a subsidiary without loss of control. In accordance with the accounting principles described in note Business Combinations, such a transaction gives rise to the recognition of a gain or loss equal to the difference between the proceeds of sale and the carrying amount of the interest sold. The Group has treated this transaction in the same way as it has always treated partial sales without loss of control and the distribution therefore led to the recognition of a disposal gain of 139 million (including 2 million in costs), recorded in the income statement under Other operating income. The gain before expenses corresponds to the difference between the sale price of the Mercialys shares based on the closing price immediately preceding the Casino ex-dividend date (i.e. 22) and the carrying amount of the interests sold on the sale date. Improved stock market profile by converting preferred stock into ordinary stock On 4 March 2009, Casino s Board of Directors unanimously approved the proposed conversion of the company s preferred non-voting shares into ordinary shares on the basis of 6 ordinary shares for 7 preferred shares. The purpose was to simplify the Company s capital structure and enhance its stock market profile by increasing the number of ordinary shares included in the free float. The movements in share capital arising from this transaction are described in note (1) IAS 27 Revised Consolidated and Separate Financial Statements, applicable to annual periods starting on or after 1 July 2009 and which will be adopted by the Group for the first time in 2010, states that a change in percentage ownership of a company without loss of control should be accounted for as a transaction in equity with no impact on the income statement.

91 Registration document 2009 / Casino Group Consolidated financial statements I 89 Bond issues During the year, Casino made three bond issues totalling 1,500 million due in 2012, 2013 and It also redeemed bonds totalling 781 million (see note ). Exito rights issue and renegotiation of the Carulla put option Casino subsidiary Exito made a COP 435 billion ( 150 million) rights issue, placing 30 million shares at a price of COP 14,500 per share. Casino invested 29 million in the issue, acquiring 5.8 million shares. Exito also renegotiated the put option on 22.5% of the capital of Carulla Vivero granted to its minority partners in this subsidiary. In accordance with the revised terms, Exito acquired the residual interest for the sum of $222 million ( 154 million), financed half in cash and half in stock, through the issuance of 14.3 million new shares to the minority shareholders. The new Exito shares were issued to the minority shareholders in mid-december 2009 after approval of the private placement by the Colombian securities regulator. The issue price may be adjusted according to trends in Exito s share price for a period of thirty months as of 15 March Following this buyout, Exito owned 99.9% of Carulla Vivero. After the two transactions, Exito had 333 million outstanding shares and was 54.8%-owned by Casino (versus 61.2% previously). These transactions resulted in an 8 million dilution gain recognised under other operating income. Issue of preferred shares to Casino in consideration for the tax saving arising on GPA s goodwill amortisation On 4 May 2009, the Group increased its interest in GPA from 34.8% to 35.4%, following shareholder approval of GPA s issue to Casino of 2.2 million new preferred shares at a price of BRL per share, making a total of BRL 71 million ( 24 million). This transaction generated a gain of 17 million recognised under other operating income. Acquisition of Globex Utilidades In July 2009, GPA acquired a controlling interest in Globex Utilidades S.A. and its Ponto Frio banner, a retailer of durable consumer goods (see note 3). Partnership agreement between Globex Utilidades and Casas Bahia In December 2009, GPA s subsidiary Globex Utilidades S.A. ( Ponto Frio ) entered into a partnership with the retail business of Casas Bahia Comercial Ltda ( Casas Bahia ), Brazil s leading non-food retailer. Casas Bahia operates 513 stores, employs 57,000 people and generated sales of BRL 13.8 billion ( 5.3 billion) in 2008, mainly in household electricals, furnishings and consumer electronics. The current shareholders of Casas Bahia will contribute their retail business to Ponto Frio in exchange for a 49% interest, while GPA will continue to hold a majority ownership in the company. GPA and Casas Bahia are also contributing their respective online operations to a new company, which will be 83%-owned by GPA and 17% by Casas Bahia. This new entity will be the second largest online retailer in Brazil. The partnership will generate substantial synergies and will be able to provide Brazilian consumers with a broader variety of products, a better service quality and easier access to credit. With 68,000 employees, the combination of Ponto Frio and Casas Bahia will generate sales (2008 base) of BRL 18.5 billion ( 7.1 billion) through 1,015 stores in 18 Brazilian states. GPA will thus have 1,807 stores with sales of approximately BRL 40 billion ( 15.4 billion) and will become the largest private employer in Brazil, with more than 137,000 employees. The operation is subject to approval from the Brazilian competition authorities. The partnership had no accounting impact on the 2009 consolidated financial statements as the agreements are not due to be finalised until the first half of Sale of Super de Boer assets and liabilities to Jumbo Super de Boer, a 57% Casino subsidiary, sold all its assets and liabilities to Jumbo for the sum of 553 million (or 4.82 per share). This transaction generated a post-tax capital gain of 56 million for Casino including the expenses incurred directly by Super de Boer. Following the sale of its assets and liabilities, Super de Boer is being liquidated and the sale proceeds were distributed to its shareholders before 31 December Super de Boer has been reclassified under discontinued operations in the consolidated income statement (see note 10). Baud litigation On 12 November, Casino acquired the Baud family s remaining stakes in Franprix (5%) and Leader Price (25%) for a total of 429 million. The Group now holds 100% of both companies capital. The price was calculated by an independent expert based on the pricing formula agreed between the parties in 1998, and is thus close to the 413 million already recognised in financial liabilities in the Group s balance sheet at 31 December Venezuelan operations The Group operates in Venezuela through its subsidiary Cativen, a leading retailer with six hypermarkets under the Exito banner and 35 supermarkets under the Cada banner. Cativen also has three warehouses, five logistics platforms and a shopping centre under construction. Nationalisation of Venezuelan operations On 17 January 2010, President Hugo Chavez ordered the nationalisation of Exito hypermarkets in Venezuela. Under IAS 10 Events after the Balance Sheet Date, this is an event which is indicative of conditions that arose after the balance sheet date (non-adjusting event).

92 90 I Consolidated financial statements Registration document 2009 / Casino Group Notes to the consolidated financial statements The Group is currently in discussions with the Venezuelan government to find a solution in the interests of both parties. Casino believes that the nationalisation of its main business activities in Venezuela would have a limited impact on earnings, cash flow and financial position. Exchange rate used for translating the Venezuelan operations In 2003, the Venezuelan government introduced a comprehensive foreign exchange control regime which restricted access to foreign currency by local importers and foreign investors. Since 1 April 2005, agreement from the Foreign Exchange Administration Commission (CADIVI) has been required to settle US dollar denominated liabilities arising inter alia from imports of goods, dividend payments or disposals. In October 2005, the Venezuelan government introduced a dual exchange rate mechanism, with an official rate of 2.15 Bolivar Fuertes (VEF) against the dollar and a parallel rate which is variable and may differ significantly from the official rate. The official rate did not change in Since the introduction of the official rate, the Group s Venezuelan subsidiary has had access to CADIVI dollars for imports of certain goods. These purchases are therefore translated at the official rate. In addition, in accordance with the terms of access to the official market, the Group would when applicable use the official rate to repatriate all or some of its investment in Venezuela, for example through a dividend distribution. On this basis, in accordance with IAS 21 The Effects of Changes in Foreign Exchange Rates, the Group deemed it appropriate to continue using the official rate to translate its Venezuelan operations in On 8 January 2010, President Hugo Chavez announced a devaluation of the Venezuelan currency and the introduction of two official exchanges rates against the dollar, one at VEF 2.60 for imports of food, pharmaceuticals and other basic goods (previously VEF 2.15 since 2005), the other at VEF 4.30 for all other transactions. This devaluation constitutes a non-adjusting event after the balance sheet. In accordance with the accounting policy set out in note 1.5.5, the financial statements of Venezuelan entities have been translated at the official exchange rate prevailing on 31 December Use of the new rate of VEF 4.30 in the 2009 consolidated financial statements would have decreased net revenue by about 1.5% and would not have had a material impact on trading profit. Basis of accounting for the Venezuelan operations Based on the CPI/NCPI index, Venezuela became a hyperinflationary economy at the end of However, given the non-material impact on the Group s key consolidated indicators (sales, trading profit, equity and net debt), the Group decided not to apply IAS 29 Reporting in Hyperinflationary Economies in NOTE 3 BUSINESS COMBINATIONS Following approval at its shareholders meeting held on 6 July 2009, GPA acquired 70.24% of Globex Utilidades and its Ponto Frio banner, a retailer of household electricals and consumer electronics. GPA also acquired an additional 25.22% interest in Globex from the minority shareholders, increasing its total interest to 95.46%. The total cost of the business combination was BRL 1,142 mil lion ( 420 million), including a cash payment of BRL 939 mil lion ( 345 million) and GPA s issue of Class B preferred shares valued at BRL 186 million ( 68 million) based on their quoted price on the date of exchange, as well as net costs directly attributable to the business combination amounting to BRL 17 million ( 6 million). The Class B preferred stock does not carry voting rights and is entitled to a fixed dividend of BRL 0.01 per share. The preferred stock will automatically be converted into Class A preferred stock on a 1 for 1 basis in accordance with the following pre-set schedule: 32% on 6 July 2009; 28% on 7 January 2010; 20% on 7 July 2010; 20% on 7 January Upon conversion, GPA will pay any negative difference between the contingent value right of BRL 40 per share adjusted for changes in the CDI and the weighted average Class A preferred share price in the 15 trading days prior to conversion. In accordance with IFRS 3, the payment of any negative difference will result in an adjustment to the value of GPA s share issue and an additional dilution in the Group s consolidated financial statements. The controlling interest in Ponto Frio was accounted for using the purchase method. Globex is fully consolidated in GPA s consolidated financial statements on the basis of 95.46%, with the remaining 4.54% being treated as minority interests. In February 2010, GPA acquired a further 3.3% of Globex Utilidades, increasing its total interest to 98.32%. Based on Globex Utilidades net assets at 30 June 2009 as summarised below, GPA has recognised BRL 705 million ( 259 million) of provisional goodwill in its consolidated financial statements. These data have been consolidated by the Group in an amount corresponding to its percentage interest in GPA. The goodwill arising on Globex Utilidades therefore amounts to 88 million for the Group.

93 Registration document 2009 / Casino Group Consolidated financial statements I 91 millions 31/12/09 30/06/09 31/12/09 30/06/09 Total current assets Total current liabilities Total non-current assets Total non-current liabilities Total equity Total assets Total liabilities and equity The fair values of Ponto Frio s identifiable assets, liabilities and contingent liabilities at the date when control was acquired are currently being determined. The impact on the Group s cash position was as follows: millions Net cash and cash equivalents acquired with the company at 30 June Payments made for the acquisition of Globex Utilidades 118 Net cash outflow (reported on the line Effects of changes in scope of consolidation in the consolidated cash flow statement) 108 NOTE 4 SEGMENT INFORMATION NOTE 4.1 DEFINITION OF OPERATING SEGMENTS Since 1 January 2009, the Group has applied IFRS 8 Operating Segments, which replaces IAS 14. The application of IFRS 8 had no material impact on the financial statements compared with IAS 14. Segment information now reflects a management view and is based on the internal reporting used by the chief operating decision maker (Chairman and Chief Executive Officer) to make decisions about allocating resources and evaluating performance. Segment information is prepared in accordance with the accounting principles applied by the Group. The Group s reportable operating segments are: Géant Casino France Hypermarkets; Convenience Stores, comprising Casino Supermarkets, Monoprix and Superettes; Franprix-Leader Price; Latin America; Asia. Management evaluates the performance of these segments on the basis of sales and trading profit. As assets and liabilities are not communicated to management, the Group no longer discloses total assets and liabilities by segment, as permitted by IFRS 8. NOTE 4.2 KEY INDICATORS BY OPERATING SEGMENT 2009 millions France International Géant Casino France Hypermarkets Convenience stores Franprix- Leader Price Other Businesses, France Latin America Asia Other Businesses, International Adjustments and eliminations Total Sales 5,548 6,690 4,007 1,454 6,563 1, (34) 26,757 External sales 5,548 6,690 4,007 1,420 6,563 1, ,757 Inter-segment sales 34 (34) Trading profit ,209

94 92 I Consolidated financial statements Registration document 2009 / Casino Group Notes to the consolidated financial statements 2008 ADJUSTED millions France International Géant Casino France Hypermarkets Convenience stores Franprix- Leader Price Other Businesses, France Latin America Asia Other Businesses, International Adjustments and eliminations Total Sales 6,121 6,842 4,260 1,360 6,084 1, (25) 27,076 External sales 6,121 6,842 4,260 1,335 6,084 1, ,076 Inter-segment sales 25 (25) Trading profit ,266 NOTE 5 TRADING PROFIT NOTE 5.1 TOTAL REVENUE millions adjusted Net retail sales 26,757 27,076 Other income Total revenue 27,071 27,201 The 189 million increase in other income compared with 31 December 2008 was mainly due to disposal of two property development sites in Poland for 179 million. NOTE 5.2 COST OF GOODS SOLD millions adjusted Purchases and change in inventories (18,770) (19,033) Logistics costs (1,067) (1,017) Cost of goods sold (19,836) (20,050) NOTE 5.3 EXPENSES BY NATURE AND FUNCTION 31 DECEMBER 2009 millions Logistics costs (i) Selling expenses General and administrative expenses Total Employee benefits expense (339) (2,227) (570) (3,136) Other expenses (690) (2,244) (384) (3,318) Depreciation and amortisation expense (37) (513) (89) (639) Total (1,067) (4,983) (1,043) (7,093) (i) Logistics costs are reported in the income statement under Cost of goods sold.

95 Registration document 2009 / Casino Group Consolidated financial statements I DECEMBER 2008 millions Logistics costs (i) Selling expenses General and administrative expenses Total Employee benefits expense (325) (2,261) (548) (3,133) Other expenses (657) (2,096) (373) (3,125) Depreciation and amortisation expense (36) (530) (77) (643) Total (1,017) (4,887) (997) (6,901) (i) Logistics costs are reported in the income statement under Cost of goods sold. Note Employees EMPLOYEES AT 31 DECEMBER number of employees adjusted Number of employees 163, ,068 Full-time equivalents 152, ,233 Employees of associates are not included in these figures. Employees of joint ventures are included proportionally to the Group s percentage interest. Note Operating lease expense Operating lease payments amounted to 489 million at 31 December 2009 (including 428 million for property assets) and 419 million at 31 December 2008 (adjusted). The amount of future operating lease payments and minimum future lease payments receivable under non-cancellable sub-leases are disclosed in note NOTE 5.4 DEPRECIATION AND AMORTISATION millions adjusted Depreciation and amortisation expense - owned assets (600) (601) Depreciation expense - finance leases (39) (42) Depreciation and amortisation expense (639) (643)

96 94 I Consolidated financial statements Registration document 2009 / Casino Group Notes to the consolidated financial statements NOTE 6 OTHER OPERATING INCOME AND EXPENSE millions adjusted Total other operating income Total other operating expense (296) (145) (37) (81) BREAKDOWN BY TYPE Gains and losses on disposal of non-current assets Gain on disposal of Mercialys shares Gain on disposal of Vindémia assets 22 Gain on property development operations Loss on disposal of Easy Colombia (Easy Holland BV) (28) Other operating income and expense (182) (137) Impairment losses (iii) (15) (15) Restructuring provisions and expense (ii) (68) (27) Litigation provisions and expense (27) (19) Provisions for risks (70) (36) Provision for the risk related to the Exito TRS (i) 10 (27) Other (iv) (12) (13) Total other operating income and expense, net (37) (81) (i) Provisions for liabilities include a provision for probable losses on the total return swap (see note 27.2). (ii) The restructuring charge in 2009 mainly concerns the convenience stores and Franprix-Leader Price. (iii) Breakdown of impairment losses millions Notes adjusted Goodwill impairment losses 16.2 (4) Impairment of intangible assets net of reversals 13.2 (2) 2 Impairment of property, plant and equipment net of reversals 14.2 (4) (6) Other impairment losses (9) (6) Total impairment losses, net (15) (15) (iv) Corresponds mainly to the non-recurring effects of a tax amnesty in Brazil ( (75) million) and compensation received on termination of an exclusivity agreement negotiated by GPA ( 69 million). NOTE 7 FINANCIAL INCOME AND EXPENSE NOTE 7.1 FINANCE COSTS, NET millions adjusted Gains and losses on sale of cash equivalents 4 12 Revenue from cash and cash equivalents Total income from cash and cash equivalents Interest expense on borrowings after hedging (362) (414) Interest expense on finance lease liabilities (8) (7) Finance costs (370) (422) Total finance costs, net (343) (371)

97 Registration document 2009 / Casino Group Consolidated financial statements I 95 NOTE 7.2 OTHER FINANCIAL INCOME AND EXPENSE millions adjusted Investment income 1 2 Exchange gains (other than on borrowings) Discounting and discounting reversal adjustments 2 10 Gains from remeasurement at fair value of derivative instruments not qualifying for hedge accounting Other financial income Total other financial income Exchange losses (other than on borrowings) (20) (32) Discounting and discounting reversal adjustments (18) (16) Losses from remeasurement at fair value of derivative instruments not qualifying for hedge accounting (3) (38) Losses from remeasurement at fair value of financial assets at fair value through profit or loss (1) Other financial expense (51) (23) Total other financial expense (93) (110) Total other financial income and expense, net (2) (16) NOTE 8 INCOME TAX (EXPENSE)/BENEFIT NOTE 8.1 INCOME TAX EXPENSE Note Analysis of income tax expense millions adjusted Current taxes (193) (158) Deferred taxes (8) (59) Total income tax expense (201) (217) Note Tax proof millions adjusted Profit before tax and share of profits of associates Standard French tax rate 34.43% 34.43% Income tax at the standard French tax rate (285) (275) Impact of tax rate differences (i) Theoretical impact of zero-rated temporary differences (see note 8.1.3) 36 (14) Other taxes 5 49 Tax credit on deduction of notional interest charges 6 9 Investment tax credit for France and International 7 27 Recognition and write-off of losses (6) 7 Reversal of provision for taxes 4 9 Other (ii) (6) (3) Actual income tax expense (201) (217) Effective tax rate paid by the Group 24.26% 26.69% (i) Mainly reduced rates on disposals of property assets. (ii) In 2009, this item mainly comprises the recognition of a 19 million deferred tax charge arising from the reform of the French taxe professionnelle (see note ).

98 96 I Consolidated financial statements Registration document 2009 / Casino Group Notes to the consolidated financial statements Note Main zero-rated temporary differences millions adjusted Unrecognised deferred tax assets on tax losses available for carry forward (33) (28) Non-deductible expenses (15) (37) Mercialys tax-exempt profit Stock options (15) (11) GPA (tax amnesty) 44 Brazil, Colombia and Venezuela dilution 18 Non-taxable disposals 58 Other 3 (2) Total 106 (40) Standard French tax rate 34.43% 34.43% Tax effect of zero-rated temporary differences at standard French tax rate 36 (14) NOTE 8.2 DEFERRED TAXES Note Change in deferred tax assets millions adjusted At 1 January Benefit (expense) for the period on continuing operations (62) (110) Benefit (expense) for the period on discontinued operations (3) Impact of changes in exchange rates and scope of consolidation, reclassifications Deferred tax assets recognised directly in equity 3 6 Reclassification of non-current assets held for sale 3 At 31 December Note Change in deferred tax liabilities millions At 1 January Expense (benefit) for the period (54) (51) Impact of changes in exchange rates and scope of consolidation, reclassifications (2) 30 Deferred tax liabilities recognised directly in equity At 31 December

99 Registration document 2009 / Casino Group Consolidated financial statements I 97 Note Breakdown of deferred tax assets and liabilities by source millions Net adjusted Intangible assets (108) (97) Property, plant and equipment (330) (391) of which finance leases (101) (126) Inventories (12) 10 Financial instruments Other assets 54 Provisions Untaxed provisions (139) (105) Other liabilities of which finance lease liabilities Tax loss carryforwards Net deferred tax assets (liabilities) (223) (281) Deferred tax assets recognised in the balance sheet Deferred tax liabilities recognised in the balance sheet Net (223) (281) In 2009, the Casino, Guichard-Perrachon group tax relief agreement resulted in a tax saving of 119 million. At 31 December 2009, the Group had 66 million of unused unrecognised tax loss carryforwards ( 23 million of unrecognised deferred tax assets). These losses mainly concern Argentinean subsidiaries and Cdiscount. They expire as follows: EXPIRY DATES OF TAX LOSS CARRYFORWARDS millions 2009 Less than 1 year 1 One to two years 1 Two to three years 1 More than three years 20 Total 23 Recognised tax loss carryforwards mainly concern Cdiscount, and the GPA and Franprix-Leader Price sub-groups. The corresponding deferred tax assets have been recognised in the balance sheet as their utilisation is considered probable in view of the forecast future taxable profits of the companies concerned or their tax planning strategies. NOTE 9 SHARE OF PROFITS OF ASSOCIATES millions adjusted AEW Immocommercial 2 3 Easy Colombia (1) (1) Cdiscount Group associates (3) (1) GPA Group associates 3 Franprix and Leader Price associates 5 12 Share of profits of associates 6 14

100 98 I Consolidated financial statements Registration document 2009 / Casino Group Notes to the consolidated financial statements NOTE 10 DISCONTINUED OPERATIONS AND NON-CURRENT ASSETS HELD FOR SALE Non-current assets held for sale: millions adjusted Super de Boer property assets 7 Distribution Casino France property assets 4 Franprix-Leader Price property assets Leader Price Argentina 12 Non-current assets held for sale (i) Liabilities associated with non-current assets held for sale 17 (i) Including 1 million of cash at 31 December The income statements for the US, Polish and Super de Boer operations, presented under a single line of the consolidated income statement under discontinued operations, break down as follows: DISCONTINUED OPERATIONS millions Super de Boer Poland USA Total Super de Boer Poland USA Total Sales 1,570 1,570 1,627 1,627 Gross profit Trading profit 20 (1) (1) 14 Other operating income and expense 217 (4) (1) (11) (4) (8) Operating profit 237 (5) (1) (12) (4) 6 Net financial income/(expense) (5) 1 (3) (8) (8) Income tax expense (3) 2 (1) Share of profits of associates 1 1 (1) (1) Net profit from discontinued operations 230 (2) (1) (10) (3) 4 attributable to equity holders of the parent 51 (2) (1) 48 9 (10) (3) (4) attributable to minority interests CASH FLOWS OF DISCONTINUED OPERATIONS millions Super de Boer Poland USA Total Super de Boer Net cash from operating activities 20 (10) (1) 9 49 Net cash from investing activities (31) Net cash from financing activities (307) (307) (18) Net change in cash and cash equivalents of discontinued operations 5 (10) (1) (6) In 2009, cash flows arising from the discontinued Polish and US operations are related to the seller s warranties granted.

101 Registration document 2009 / Casino Group Consolidated financial statements I 99 NOTE 11 EARNINGS PER SHARE NOTE 11.1 NUMBER OF SHARES CALCULATION OF THE WEIGHTED AVERAGE NUMBER OF SHARES AND POTENTIAL SHARES USED TO DETERMINE DILUTED EARNINGS PER SHARE millions adjusted (i) Weighted average number of shares outstanding during the period Total ordinary shares 110,329, ,642,588 Ordinary shares held in treasury (169,598) (616,661) Weighted average number of ordinary shares before dilution (1) 110,159, ,025,927 Potential shares represented by Stock options 1,424,673 1,889,116 Non-dilutive instruments (out of the money or covered by calls) (1,424,673) (1,297,880) Weighted average number of dilutive instruments 591,235 Theoretical number of shares purchased at market price (ii) (512,444) Dilutive effect of stock options 78,791 Share grants 323, ,507 Total potential dilutive shares 323, ,298 Diluted number of ordinary shares (2) 110,482, ,256,225 Total diluted number of shares (3) 110,482, ,256,225 (i) To ensure comparability from one period to the next, earnings per share at 31 December 2008 have been adjusted retrospectively for (i) the disposal of Super de Boer (see note 10); (ii) the accounting change arising from the adoption of IFRIC 13 (see note 1.3.2) and (iii) the conversion of preferred non-voting shares into ordinary shares (see note 2.2). The 2008 figures are therefore presented as if all these events had already taken place. At 31 December 2009, the share capital comprised only ordinary shares. (ii) In accordance with the treasury stock method, the proceeds from the exercise of warrants and options are assumed to be used in the first instance to buy back shares at market price. The theoretical number of shares that would be purchased is deducted from the total shares that would be issued on exercise of the rights attached to the warrants and options. Any theoretical shares in excess of the number of shares resulting from the exercise of rights are not taken into account. NOTE 11.2 BASIC EARNINGS millions adjusted Profit attributable to equity holders of the parent Dividends payable on deeply subordinated perpetual bonds (18) (27) Profit attributable to holders of ordinary shares (4) Basic earnings attributable to ordinary shares (4) x (1) NOTE 11.3 DILUTED EARNINGS millions adjusted Profit attributable to equity holders of the parent Dividends payable on deeply subordinated perpetual bonds (18) (27) Profit attributable to holders of ordinary shares (5) Diluted earnings attributable to ordinary shares (5) x (2) / (3)

102 100 I Consolidated financial statements Registration document 2009 / Casino Group Notes to the consolidated financial statements NOTE 11.4 NET PROFIT FROM DISCONTINUED OPERATIONS millions adjusted Net profit from discontinued operations (6) 48 (4) Basic earnings attributable to ordinary shares (6) x (1) 48 (4) Diluted earnings attributable to ordinary shares (6) x (2) / (3) 48 (4) NOTE 11.5 NET PROFIT FROM CONTINUING OPERATIONS millions adjusted Net profit from continuing operations Basic earnings attributable to ordinary shares [(4) (6)] x (1) Diluted earnings attributable to ordinary shares [(5) (6)] x (2) / (3) NOTE 11.6 EARNINGS PER SHARE millions adjusted From continuing operations attributable to equity holders of the parent basic earnings per share diluted earnings per share From continuing and discontinued operations attributable to equity holders of the parent basic earnings per share diluted earnings per share

103 Registration document 2009 / Casino Group Consolidated financial statements I 101 NOTE 12 GOODWILL NOTE 12.1 BREAKDOWN millions Gross Impairment (ii) Net Net Historical companies (i) 1,307 (10) 1,297 1,264 Hypermarkets Supermarkets Convenience stores 201 (10) Franprix-Leader Price 1,857 1,857 1,807 Monoprix Other France 4,404 (10) 4,394 4,274 Latin America 1,850 1,850 1,495 Argentina Brazil 1,281 1, Colombia Uruguay Venezuela Asia Thailand Vietnam Other Netherlands 169 Indian Ocean Poland Other International 2,100 2,100 1,916 Goodwill 6,504 (10) 6,494 6,190 (i) Goodwill related to the historical companies corresponds mainly to the Distribution Casino France business and the goodwill recognised in 1990 and 1992 on the acquisition of La Ruche Méridionale and the businesses contributed by Rallye. (ii) The 10 million impairment loss for the year was due to restructuring of the convenience store segment and did not arise from the annual impairment tests described in note 16. It is recognised in restructuring provisions and expense (see note 6). NOTE 12.2 MOVEMENT FOR THE PERIOD millions Carrying amount at 1 January 6,190 6,177 Goodwill recognised during the period (i) Impairment losses recognised during the period (ii) (10) (5) Derecognised companies (iii) (251) (13) Translation adjustment (iv) 320 (274) Adjustments arising from recognition of minority shareholder put options 7 (57) Reclassifications and other movements (126) Carrying amount at 31 December 6,494 6,190 (i) The change in 2009 was mainly due to GPA s acquisition of Globex ( 86 million), the acquisition of Dilux and Chalin supermarket business owners ( 28 million), acquisitions made by the Franprix-Leader Price sub-group ( 45 million), the consolidation of Viver, Alco and Casteldoc ( 19 million), and the impact of transactions with Mercialys (see note 2). (ii) See note (iii) Disposals mainly concern the assets and liabilities of Super de Boer for 169 million (see note 2.2) and dilutions of the Group s percentage interest in Exito and GPA for, respectively, 35 million and 25 million. (iv) The translation adjustment in 2009 stems mainly from the appreciation of the Brazilian, Colombian and Uruguayan currencies against the euro.

104 102 I Consolidated financial statements Registration document 2009 / Casino Group Notes to the consolidated financial statements NOTE 13 INTANGIBLE ASSETS NOTE 13.1 BREAKDOWN millions Gross Amortisation and impairment (i) Net Gross Amortisation and impairment (i) Net Concessions, trademarks, licences and banners 300 (42) (19) 333 Lease premiums 130 (1) (1) 113 Software 349 (207) (187) 123 Other 107 (33) (36) 112 Intangible assets 886 (283) (244) 681 (i) Impairment losses totalled 2 million at end-2009 and end NOTE 13.2 MOVEMENTS FOR THE PERIOD millions Concessions, trademarks, licences and banners Lease premiums Software Other Total At 1 January Change in scope of consolidation 102 (5) Increases and separately acquired intangible assets Internally-generated intangible assets Intangible assets disposed of during the period (1) (1) (2) (4) Amortisation for the period (continuing operations) (7) (45) (4) (56) Impairment losses recognised during the period (continuing operations) 2 2 Translation adjustment (15) (1) (4) (19) Reclassifications and other movements 16 (2) 14 At 31 December Change in scope of consolidation 7 (5) 3 Increases and separately acquired intangible assets Internally-generated intangible assets 9 9 Intangible assets disposed of during the period (101) (2) (7) 2 (108) Amortisation for the period (continuing operations) (14) (53) (3) (70) Impairment losses recognised during the period (continuing operations) (1) (2) Translation adjustment Reclassifications and other movements 22 (2) 49 (80) (12) At 31 December

105 Registration document 2009 / Casino Group Consolidated financial statements I 103 At 31 December 2009, intangible assets included trademarks and lease premiums with an indefinite useful life for the amount of 243 million and 129 million respectively. They are allocated to the following groups of CGU: millions Exito Super de Boer 101 Distribution Casino France Franprix-Leader Price Monoprix Other 5 5 NOTE 14 PROPERTY, PLANT AND EQUIPMENT NOTE 14.1 BREAKDOWN millions Gross Depreciation and impairment (i) Net Gross Depreciation and impairment (i) Net Land and land improvements 1,429 (54) 1,375 1,401 (52) 1,349 Buildings, fixtures and fittings 3,390 (1,133) 2,258 3,550 (1,175) 2,376 Other 5,125 (3,021) 2,104 4,872 (2,685) 2,187 Property, plant and equipment 9,944 (4,208) 5,737 9,824 (3,911) 5,912 (i) Accumulated impairment losses totalled 67 million in 2009 and 66 million in NOTE 14.2 MOVEMENTS FOR THE PERIOD millions Land and land improvements Buildings, fixtures and fittings Other Total At 1 January ,342 2,334 2,050 5,726 Change in scope of consolidation (8) 134 Increases and separately acquired property, plant & equipment ,067 Property, plant & equipment disposed of during the period (36) (105) (23) (165) Depreciation for the period (continuing operations) (6) (150) (429) (585) Impairment losses recognised during the period (continuing operations) (5) (1) (6) Translation adjustment (55) (139) (53) (247) Reclassifications and other movements (138) (13) At 31 December ,349 2,376 2,187 5,912 Change in scope of consolidation (i) Increases and separately acquired property, plant & equipment Property, plant & equipment disposed of during the period (i) (76) (270) (28) (375) Depreciation for the period (continuing operations) (6) (145) (410) (562) Impairment losses recognised during the period (continuing operations) (ii) (5) (22) (27) Translation adjustment Reclassifications and other movements (134) (63) At 31 December ,375 2,258 2,104 5,737 (i) Disposals of buildings, fixtures and fittings in 2009 stem mainly from the sale of Super de Boer assets for 132 million and sales of store assets for 101 million (principally to the two new property mutual funds). (ii) The impairment loss of 27 million arises from the results of impairment tests for 4 million (see note 6) and the restructuring of convenience stores and Franprix-Leader Price for 23 million.

106 104 I Consolidated financial statements Registration document 2009 / Casino Group Notes to the consolidated financial statements Property, plant and equipment were tested for impairment at 31 December 2009 using the method described in note 1.5 Significant Accounting Policies. The impact is presented in note 16. NOTE 14.3 FINANCE LEASES Finance leases on owner-occupied property and investment property break down as follows: millions Gross Depreciation Net Gross Depreciation Net Land 44 (2) (2) 78 Buildings 226 (102) (118) 164 Equipment and other 707 (583) (549) 151 Investment property 82 (6) (6) 76 Total 1,059 (693) 366 1,144 (675) 469 NOTE 14.4 CAPITALISATION OF BORROWING COSTS The prospective application of IAS 23 Revised had little impact on the consolidated financial statements for the year ended 31 December 2009; interest capitalised during the period amounted to 3 million at an average interest rate of 7.43%. NOTE 15 INVESTMENT PROPERTY NOTE 15.1 MOVEMENTS FOR THE PERIOD millions Gross Depreciation Impairment losses recognised in the period Net At 1 January ,277 (198) (39) 1,040 Change in scope of consolidation 72 (6) 66 Increases and separately acquired investment property 53 (27) 27 Investment property disposed of during the period (4) 1 (3) Impairment losses recognised during the period, net Translation adjustment (27) 5 5 (17) Reclassifications and other movements 14 (5) 9 At 31 December ,385 (229) (34) 1,121 Change in scope of consolidation (i) Increases and separately acquired investment property 46 (32) 14 Investment property disposed of during the period (22) 5 (17) Impairment losses recognised during the period, net Translation adjustment 1 1 Reclassifications and other movements At 31 December ,524 (254) (34) 1,235 (i) See note 2.1 for the main acquisitions. Investment property is measured at cost less accumulated depreciation and any accumulated impairment losses. The fair value of investment property at 31 December 2009 totalled 2,994 million ( 2,867 million at 31 December 2008). For most investment properties, fair value is determined on the basis of valuations carried out by external appraisers. Valuations are based on open market value, as confirmed by market indicators, in accordance with international valuation standards. The carrying amount of investment property totalled 1,235 million at 31 December 2009, including about 76% or 942 million for Mercialys.

107 Registration document 2009 / Casino Group Consolidated financial statements I 105 Summary of rental revenue and operating costs related to investment property recognised in the income statement: millions Rental revenue from investment property Directly attributable operating costs of investment properties that did not generate any rental revenue during the period Directly attributable operating costs of investment properties that generated rental revenue during the period (8) (8) (16) (11) The information provided below on the determination of fair value concerns Mercialys. NOTE 15.2 FAIR VALUES OF INVESTMENT PROPERTY RELATING TO MERCIALYS BNP Paribas Real Estate, Catella Valuation and Galtier updated their appraisals of Mercialys property portfolio at 30 June On a comparable basis, all properties were appraised. Acquisitions made during the first half of 2009 were valued as follows at 30 June 2009: The ten assets contributed by Groupe Casino were valued at the appraisal values assigned by The Retail Consulting Group Expertise at the time of the contribution. The co-ownership lot acquired at Villenave d Ornon was valued at its purchase price pending the appraisal reports and the co-ownership lot acquired at Montélimar was valued as part of an overall appraisal of the site. The aggregate value for both assets amounted to 2.8 million. At 31 December 2009, Atis Real, Catella and Galtier updated their previous appraisals: Atis Real appraised the portfolio of 101 hypermarkets, making onsite visits to 46 properties in the second half of 2009 and updating its appraisals at 30 June 2009 for the other 55. Catella appraised the portfolio of 19 supermarkets, updating its appraisals at 30 June 2009 (onsite visits were made to all 19 properties in the first half of 2009). Galtier appraised the rest of Mercialys assets, comprising 47 properties, updating its appraisals at 30 June 2009 except for six properties which were valued following an onsite visit. The properties acquired during 2009 were valued as follows at 31 December 2009: The ten assets contributed by Group Casino were valued as follows: - Three assets at Besançon and Arles forming part of block one of the contribution: Atis Real valued the assets as part of its overall appraisal of the two sites in question. - Block two assets (seven development projects): the open market values determined by The Retail Consulting Group (RCG) at the time of the contribution were updated internally at 31 December 2009 and validated by Atis Real. The co-ownership lots acquired at Villenave d Ornon and Montélimar were valued by Atis Real as part of its overall appraisal of the sites. The Geispolsheim mall owned by SCI GM Geispolsheim (50% of which has been acquired by SAS Mery 2) was valued on the basis of the purchase price paid by the Group for the shares in the company. These appraisals, based on recurring rental revenue of 137 million, valued the portfolio at a total of 2,237 million including transfer taxes at 31 December 2009, compared with 2,185 million at 30 June 2009 and 2,061 million at 31 December The portfolio value has therefore increased by 8.6% over one year (down 1% on a like-for-like basis), and by 2.4% over six months (up 2.2% on a like-for-like basis). The average capitalisation rates were as follows: 31 Dec June Dec Large shopping centres 5.70% 5.80% 5.40% Neighbourhood shopping centres 6.70% 6.80% 6.30% Total portfolio 6.10% 6.20% 5.80% Based on annual rental revenue of 137 million and a capitalisation rate of 6.1%, a 0.5% decrease in the capitalisation rate would have the effect of increasing fair value by 199 million and a 0.5% increase in the capitalisation rate would have the effect of decreasing fair value by 169 million. The impact of a 10% rise or fall in rental revenue would have an impact of plus or minus 224 million at a capitalisation rate of 6.1%. On the basis of these appraisals, no impairment losses were recognised in the 2009 financial statements (or in the 2008 and 2007 financial statements).

108 106 I Consolidated financial statements Registration document 2009 / Casino Group Notes to the consolidated financial statements NOTE 16 IMPAIRMENT OF NON-CURRENT ASSETS NOTE 16.1 MOVEMENTS FOR THE PERIOD Goodwill and other non-financial non-current assets were tested for impairment at 31 December 2009 by the method described in note 1.5 Significant Accounting Policies. Management made the best possible estimate of recoverable amounts or values in use for all assets. The assumptions used are set out below. As a result of the impairment tests carried out in 2009, the Group recognised impairment losses totalling 15 million, mainly including 6 million allocated to intangible assets and property, plant and equipment in the Franprix-Leader Price and Monoprix segments. For information, the 2008 goodwill impairment test resulted in the recognition of 5 million of impairment losses at 31 December 2008, including 3 million for the Casino Restoration CGU and the balance for goodwill allocated directly to an asset. NOTE 16.2 GOODWILL IMPAIRMENT LOSSES Goodwill is tested for impairment at each year end in accordance with the principles set out in note 1.5 Significant Accounting Policies. Impairment testing consists of determining the recoverable values of the cash generating units (CGUs) or groups of CGU to which the goodwill is allocated and comparing them with the carrying amounts of the relevant assets. Goodwill arising on the initial acquisition of networks is allocated to the groups of CGU in accordance with the classifications set out in note 12. Some goodwill may occasionally be allocated directly to CGUs. For internal valuations, impairment testing generally consists of determining the value in use of each CGU in accordance with the principles set out in note Value in use is determined by the discounted cash flows method, based on after-tax cash flows and using the following rates. Parameters used for internal calculations of 2009 values in use Region Growth rate (i) Terminal value x EBITDA (ii) After-tax discount rate (iii) France (retailing) 0.60% to 2.60% % France (other) (iv) 0.00% to 1.60% % to 9.25% Argentina 16.00% % Colombia 9.20% % Uruguay 7.50% % Venezuela 30.80% % Asia 2.50% % Indian Ocean 3.20% % to 13.10% (i) The growth rate for the cash flow projection period includes the expected increase in the consumer price index, which is very high in some countries. (ii) Except for e-commerce activities, terminal value is calculated using the EBITDA multiple achieved in comparable transactions. (iii) The discount rate used is the weighted average capital cost (WACC) for each country. WACC is calculated by taking account of the sector s indebted beta, the historical observed market risk premium and the Group s cost of debt. (iv) For the e-commerce business, terminal value is based on a 2.9% perpetual rate of growth in annual sales. Based on the 2009 goodwill impairment test, which was completed in January 2010, no impairment losses were recognised at 31 December In view of the positive difference between value in use and carrying amount, the Group believes that on the basis of reasonably foreseeable events, any changes in the key assumptions set out above would not lead to the recognition of an impairment loss. For example, a 100-basis point increase in the discount rate or a 1-point decrease in the EBITDA multiple would not have led to the recognition of an impairment loss. An external valuation was carried out for GPA during December 2009 and January 2010, which did not lead to the recognition of any impairment at 31 December The main assumptions underlying this valuation were: GPA s value in use was estimated on the basis of discounted future cash flows supported by a multi-criteria analysis based on share prices and comparable transaction multiples. The discounted cash flows method was considered to be fundamental for GPA. It was based on three-year projected cash flows approved

109 Registration document 2009 / Casino Group Consolidated financial statements I 107 by management, plus a further two years of estimated cash flows and a terminal value. The discount rate used was 9.2%. The key assumptions include a revenue growth rate, discount rate and EBITDA multiple (10.4x) used to calculate the terminal value. At 31 December 2009, a 1,000 basis-point increase in the discount rate or a 4.6-point decrease in the EBITDA multiple would have been required to reduce value in use to the carrying amount. NOTE 17 INVESTMENTS IN ASSOCIATES NOTE 17.1 MOVEMENTS IN INVESTMENTS IN ASSOCIATES millions Opening balance Impairment Net profit for the period Dividends Changes in scope of consolidation and translation adjustments Closing balance MOVEMENTS IN 2008 GPA Group associates 12 (2) 10 Super de Boer 178 (178) Franprix and Leader Price associates (12) Easy Holland BV 10 (8) 2 AEW Immocommercial 18 3 (2) 6 25 Cdiscount associates (1) 3 2 Easy Colombia (1) 9 9 Total (14) (153) 122 MOVEMENTS IN 2009 GPA Group associates Franprix and Leader Price associates 75 5 (5) Easy Holland BV 2 (2) AEW Immocommercial 25 2 (4) 23 Property mutual funds (OPCI) store premises Cdiscount Group associates 2 (3) 2 Easy Colombia 9 (1) (9) Total (9) Movements during the year were mainly due to the new property mutual funds (OPCI) Vivéris and Shopping Property Fund 1 for, respectively, 15 million and 26 million. Casino has sold various store premises to several property mutual funds (see note 6), in some cases retaining a residual interest in their share capital. The Group has analysed various factors to determine whether or not it has significant influence over these entities, including the terms of existing agreements (operating leases with no specific advantages for the Group), the purpose of the OPCIs, which is to manage and acquire commercial property assets (not necessarily from Casino), the weighting of the various tenants and the governance method. Based on its analysis, the Group has accounted for AEW Immocommercial, Vivéris and Shopping Property Fund 1 by the equity method at 31 December These associates are privately-held companies for which no quoted market prices are available on which to estimate their fair value. Transactions with associates are disclosed in note NOTE 17.2 GROUP SHARE OF CONTINGENT LIABILITIES OF ASSOCIATES At 31 December 2009 and 2008, there were no contingent liabilities in associates.

110 108 I Consolidated financial statements Registration document 2009 / Casino Group Notes to the consolidated financial statements NOTE 18 JOINT VENTURES Monoprix, Distridyn, Régie Média Trade, dunnhumby France and Geimex are jointly controlled (on a 50/50 basis) by the Group and are consolidated by the proportionate method. Banque du Groupe Casino, Grupo Disco de Uruguay, Wilkes and the GPA group are also consolidated by the proportionate method because in all cases the agreement between Groupe Casino and its partners provides for the exercise of joint control over the business. Monoprix On 22 December 2008, Casino and Galeries Lafayette signed an amendment to their March 2003 strategic agreement which suspends the exercise of their respective put and call options on Monoprix shares for three years. As a result, Casino s call on 10% of Monoprix s outstanding shares and Galeries Lafayette s put on 50% of Monoprix s capital will be exercisable only as of 1 January The other terms of exercise remain unchanged as do all the other terms of the March 2003 strategic agreement. Accordingly, Monoprix is proportionately consolidated and the value of the options is disclosed under off-balance sheet commitments in the notes to the financial statements for the year ended 31 December NOTE 18.1 FINANCIAL HIGHLIGHTS FOR THE MAIN JOINT VENTURES, RESTATED IN ACCORDANCE WITH IFRS millions Group share o/w Total o/w GPA (i) Monoprix Total o/w GPA o/w Monoprix Percentage interest 33.67% 50.00% 34.72% 50.00% Income 6,206 3,006 1,840 5,889 2,358 1,841 Expenses (6,034) (2,927) (1,768) (5,737) (2,310) (1,749) Total non-current assets 2,964 1,442 1,108 2,440 1,010 1,115 Total current assets 2,238 1, , Total assets 5,203 2,649 1,403 4,240 1,678 1,441 Total equity 2,227 1, , Total non-current liabilities Total current liabilities 2, , Total liabilities 5,203 2,649 1,403 4,240 1,678 1,441 (i) See note 2.1. NOTE 18.2 GROUP SHARE OF CONTINGENT LIABILITIES At 31 December 2009, the only contingent liabilities in joint ventures were tax and social security related risks at GPA for 348 million (Group share) including 17 million for Globex Utilidades.

111 Registration document 2009 / Casino Group Consolidated financial statements I 109 NOTE 19 NON-CURRENT FINANCIAL ASSETS millions Available-for-sale financial assets (AFS) Loans Non-current derivatives 1 Prepaid rents Receivables from non-consolidated companies Other financial assets Non-current financial assets NOTE 19.1 AVAILABLE-FOR-SALE FINANCIAL ASSETS (AFS) MOVEMENTS IN AVAILABLE-FOR-SALE FINANCIAL ASSETS (AFS) millions At 1 January Increase 4 39 Decrease (22) 5 Gains and losses from remeasurement at fair value 5 (6) Changes in scope of consolidation and translation adjustment (i) (79) (56) Other (1) At 31 December (i) Changes in scope of consolidation and translation adjustment mainly comprise the first-time consolidation of companies. Available-for-sale financial assets held by the Group amounted to 79 million at 31 December 2009 and comprise only unlisted equities. NOTE 19.2 PREPAID RENTS Prepaid rents reflect the right to use land in some countries for an average period of 30 years, with the cost recognised over the period of use. NOTE 20 INVENTORIES millions Goods 2,387 2,446 Property development (work in progress) Gross 2,628 2,726 Impairment of goods held in inventory (35) (41) Impairment of property development (work in progress) (18) (1) Total impairment (53) (42) Inventories 2,575 2,684

112 110 I Consolidated financial statements Registration document 2009 / Casino Group Notes to the consolidated financial statements NOTE 21 TRADE RECEIVABLES NOTE 21.1 BREAKDOWN millions Trade receivables Accumulated impairment losses (78) (67) Finance receivables Accumulated impairment losses (86) (62) Trade receivables 1,509 1,592 NOTE 21.2 ACCUMULATED IMPAIRMENT LOSSES ON TRADE RECEIVABLES millions Accumulated impairment losses on trade receivables At 1 January (67) (67) Charge (22) (26) Reversal Change in scope of consolidation (4) (2) Translation differences (1) 1 At 31 December (78) (67) Accumulated impairment losses on finance receivables At 1 January (62) (48) Charge (55) (36) Reversal Change in scope of consolidation (1) Translation differences At 31 December (86) (62) The criteria for recognising impairment losses are set out in note 30.2 on counterparty risk. NOTE 21.3 MATURITY OF TRADE RECEIVABLES Trade receivables break down as follows by maturity: TRADE RECEIVABLES millions Receivables not yet due, not impaired Total Receivables not more than one month past due Receivables past due on the balance sheet date Receivables between one and six months past due Receivables more than six months past due Total Total Impaired receivables TOTAL

113 Registration document 2009 / Casino Group Consolidated financial statements I 111 FINANCE RECEIVABLES millions Not yet due (i) Past due, not impaired (ii) Restructured not yet due (iii) Accumulated impairment losses (iv) TOTAL (i) Receivables with no payment incidents. (ii) Receivables past due but not impaired. (iii) Receivables for which payments have been rescheduled. (iv) Receivables with at least one payment outstanding for more than one month and for which an impairment loss has been taken. NOTE 22 OTHER ASSETS NOTE 22.1 BREAKDOWN millions Other receivables 1,018 1,026 Advances to non-consolidated companies Accumulated impairment losses (33) (28) Derivatives not qualifying for hedge accounting 4 Prepaid expenses Other assets 1,201 1,208 Other receivables primarily include tax receivables, prepaid employee benefit expenses and receivables from suppliers. Prepaid expenses mainly include purchases, rents, other occupancy costs and insurance premiums recognised in the current year, but related to future periods. NOTE 22.2 ACCUMULATED IMPAIRMENT LOSSES millions At 1 January (28) (25) Charge (11) (8) Reversal 12 4 Change in scope of consolidation (6) 1 Translation differences Non-current assets held for sale At 31 December (33) (28)

114 112 I Consolidated financial statements Registration document 2009 / Casino Group Notes to the consolidated financial statements NOTE 23 NET CASH AND FINANCIAL DEBT NOTE 23.1 BREAKDOWN millions Cash equivalents 1,617 1,103 Cash 1, Cash and cash equivalents 2,716 1,948 Bank overdrafts (352) (404) Net cash and cash equivalents 2,364 1,543 Borrowings (other than bank overdrafts) (6,436) (6,394) Net financial debt (4,072) (4,851) Gross cash and cash equivalents of the parent company and its wholly-owned subsidiaries amounted to approximately 1,675 million. Total cash and cash equivalents of companies that are not wholly-owned amounted to approximately 586 million. The balance corresponds to the cash and cash equivalents of proportionately consolidated companies, amounting to approximately 455 million (GPA, Banque du Groupe Casino, Monoprix). Except for proportionately consolidated companies for which dividend payments are decided jointly with Groupe Casino s partner, the cash and cash equivalents of fully consolidated companies are entirely available to the Group as the Group controls their dividend policy despite the presence of minority interests. NOTE 23.2 BREAKDOWN OF CASH AND CASH EQUIVALENTS BY CURRENCY millions 2009 % 2008 % Euro 1, , US dollar Argentine peso Brazilian real Thai baht Colombian peso Vietnamese dong Uruguayan peso Venezuelan bolivar Other 27 1 Cash and cash equivalents 2, , Cash and cash equivalents include the 146 million proceeds ( 161 million at 31 December 2008) from sales of receivables fulfilling the derecognition criteria of IAS 39, as explained in the note describing the accounting treatment of trade receivables. Cash equivalents at 31 December 2009 consisted of term deposits, euro-denominated money market mutual funds and other short-term investments. The Group applies the guidelines set out in the press release published by the AFG-AFTE on 8 March 2006 concerning the classification of money market funds as cash equivalents in accordance with IAS 7 Cash Flow Statements. These criteria were applied retrospectively to individual investments classified as cash equivalents at 31 December Application of these criteria did not result in any cash equivalents being reclassified.

115 Registration document 2009 / Casino Group Consolidated financial statements I 113 NOTE 24 FAIR VALUE OF FINANCIAL ASSETS The fair values of assets recognised at fair value are determined as follows: Available-for-sale financial assets do not include any listed securities. Their fair value is typically determined on the basis of widely used valuation techniques, mostly based on discounted cash flows. These assets are mainly classified as Level 3. Changes in assumptions would not have a material impact on the fair values estimated by the Group. Derivative financial instruments are measured (internally or externally) on the basis of the usual valuation techniques for this type of instrument. Valuation models are based on observable market data (mainly the yield curve) and counterparty quality. These instruments are mainly classified as Level 1 or 2. Cash and cash equivalents are valued on the basis of data provided by the banks. The following table compares the carrying amount of financial assets with their fair value. 31 DECEMBER 2009 millions Carrying amount 2009 Financial assets Carrying amount (A) Nonfinancial assets (B) Total financial assets (A) - (B) Financial assets at fair value through profit or loss Held-tomaturity investments Loans and receivables Available-forsale financial assets Non-current assets (note 19) Available-for-sale financial assets Loans Prepaid rents Receivables from non-consolidated companies Non-current derivative instruments Trade receivables (note 21) Retail business Finance business Other assets (note 22) 1, Current derivative instruments Cash and cash equivalents (note 23) 2,716 2,716 2,716 2,716 Fair value During the period, no financial assets were transferred out of or into Level 3. Movements in Level 3 financial assets are disclosed in note DECEMBER 2008 millions Carrying amount 2008 Financial assets Carrying amount (A) Nonfinancial assets (B) Total financial assets (A) - (B) Financial assets at fair value through profit or loss Held-tomaturity investments Loans and receivables Available-forsale financial assets Non-current assets (note 19) Available-for-sale financial assets Loans Prepaid rents Receivables from non-consolidated companies Non-current derivative instruments Trade receivables (note 21) Retail business Finance business Other assets (note 22) 1, Current derivative instruments Cash and cash equivalents (note 23) 1,948 1,948 1,948 1,948 Fair value

116 114 I Consolidated financial statements Registration document 2009 / Casino Group Notes to the consolidated financial statements NOTE 25 EQUITY NOTE 25.1 SHARE CAPITAL At 31 December 2009, the share capital amounted to 168,852,310 versus 171,908,750 at 31 December The decrease is mainly due to the conversion of preferred non-voting shares into ordinary shares as described in note 2.2, which gave rise to a capital reduction. At 31 December 2009, the share capital comprised 110,360,987 fully-paid ordinary shares, each with a par value of Under the shareholder authorisations given to the Board of Directors, the share capital may be increased immediately or in the future, by up to 150 million through the issuance of shares or share equivalents other than bonus shares paid up by capitalising profits, reserves or additional paid-in capital. ISSUED AND FULLY-PAID ORDINARY SHARES (Number of shares) (ii) At 1 January 97,769,191 96,992,416 Shares issued on exercise of stock options 9, ,222 Shares issued to minority shareholders in connection with mergers 42 Cancellation of shares (301,489) New shares issued to the Emily 2 employee share ownership plan 800,000 New shares issued pursuant to share grants 77,169 Conversion of preferred non-voting shares into ordinary shares (i) 12,505,254 At 31 December 110,360,987 97,769,191 (i) In accordance with the 25th resolution passed by the shareholders at the annual general meeting of 19 May 2009, the preferred non-voting shares have been converted into ordinary shares (see note 2.2 and the condensed income statement). (ii) At 1 January 2008 and 31 December 2008, the number of preferred non-voting shares, respectively 15,124,256 and 14,589,469, should be added to the above figures to obtain the total number of shares comprising the share capital. ISSUED AND FULLY-PAID ORDINARY SHARES ( millions) (ii) At 1 January Shares issued on exercise of stock options Shares issued to minority shareholders in connection with mergers Cancellation of shares New shares issued to the Emily 2 employee share ownership plan 1 New shares issued pursuant to share grants Conversion of preferred non-voting shares into ordinary shares (i) 19 At 31 December (i) In accordance with the 25th resolution passed by the shareholders at the annual general meeting of 19 May 2009, the preferred non-voting shares have been converted into ordinary shares (see note 2.2 and the condensed income statement). (ii) At 1 January 2008 and 31 December 2008, the value of preferred non-voting shares, respectively 22 million and 23 million, should be added to the above figures to obtain the total amount of share capital.

117 Registration document 2009 / Casino Group Consolidated financial statements I 115 NOTE 25.2 OTHER EQUITY millions adjusted Additional paid-in capital (i) 3,964 3,964 Treasury shares (4) (3) Equity instruments (deeply subordinated perpetual bonds) Other equity instruments (5) (12) Reserves (ii) 1,967 1,879 Translation reserve (167) Total other equity 6,887 6,260 (i) Additional paid-in capital corresponds to cumulative premiums on shares issued for cash or in connection with mergers or acquisitions recorded in the parent company accounts, as well as the legal reserve. (ii) Reserves correspond to: parent company reserves after consolidation adjustments; the equity of subsidiaries as restated in accordance with Group accounting policies less the carrying amount of the shares held by the Group, plus any goodwill; the cumulative effect of changes in accounting policies and estimates and corrections of errors; gains and losses from remeasurement at fair value of available-for-sale financial assets; gains and losses on cash flow hedges recognised directly in equity; the cumulative effect of share-based payment expense. Note Share equivalents The Group has granted stock options to its employees under the plans presented in note 26. Note Treasury shares Treasury shares correspond to shareholder-approved buybacks of Casino, Guichard-Perrachon SA shares. At 31 December 2009, a total of 85,000 shares were held in treasury. These shares were acquired at a total cost of 4 million. In January 2005, the Group signed a liquidity contract with the Rothschild investment bank in accordance with European Commission regulation 2273/2003/EC. The liquidity account was set up with a total of 700,000 Casino, Guichard-Perrachon shares and 40 million. At 31 December 2009, no treasury shares were held under the contract. The cash earmarked for the liquidity account is invested in money market mutual funds. These funds qualify as cash equivalents and are therefore included in net cash and cash equivalents in the cash flow statement. Note Deeply subordinated perpetual bonds At the beginning of 2005, the Group issued 600 million worth of deeply subordinated perpetual bonds (TSSDI). The bonds are redeemable solely at the Group s discretion and interest payments are due only if the Group pays a dividend on its ordinary shares in the preceding twelve months. For these reasons, the bonds are carried in equity, for an amount of 600 million. The bonds pay interest at 7.5% in the first three years, and thereafter at the 10-year constant maturity swap rate plus 100 basis points, capped at 9%. Interest payments are deducted from equity, net of the tax effect. Note Other equity instruments The Group held 5 million of calls on its ordinary shares at 31 December 2009 ( 7 million at 31 December 2008). Note Translation reserve The translation reserve corresponds to cumulative exchange gains and losses on translating the equity of foreign subsidiaries and receivables and payables corresponding to the Group s net investment in these subsidiaries, at the closing rate.

118 116 I Consolidated financial statements Registration document 2009 / Casino Group Notes to the consolidated financial statements TRANSLATION RESERVES BY COUNTRY AT 31 DECEMBER 2009 millions At 1 January 2009 Attributable to equity holders of the parent Attributable to minority interests Total Exchange differences for the period At 31 Dec At 1 January 2009 Exchange differences for the period At 31 Dec Exchange differences for the period Brazil (18) (5) (3) 374 Argentina (31) (16) (47) (47) Colombia (45) 51 6 (55) 31 (24) (18) Uruguay (6) Venezuela (see note 2) (26) (5) 2 (4) 7 United States (4) (3) (7) (7) (7) (14) Thailand (4) 1 (3) 8 Poland Indian Ocean (5) (6) (3) (3) (8) Vietnam (1) (4) (5) (1) (1) (2) (6) Total (94) (72) 29 (44) 366 Movements during the period mainly stem from the appreciation of the Brazilian and Colombian currencies against the euro. They also include 12 million in exchange differences reclassified to the income statement upon acquisitions and disposals of GPA shares. TRANSLATION RESERVES BY COUNTRY AT 31 DECEMBER 2008 millions At 1 January 2008 Attributable to equity holders of the parent Attributable to minority interests Total Exchange differences for the period At 31 Dec At 1 January 2008 Exchange differences for the period At 31 Dec Exchange differences for the period Brazil 324 (343) (18) (2) 4 2 (16) Argentina (29) (2) (31) (31) Colombia 5 (51) (45) (27) (28) (55) (101) Uruguay 13 (19) (6) (6) Venezuela (32) 6 (26) (6) 1 (5) (31) United States (8) 4 (4) (7) (7) (11) Thailand 35 (25) (20) (4) 6 Poland 45 (13) Indian Ocean (5) (5) (3) (3) (8) Vietnam (1) (1) (1) (1) (2) Total 350 (444) (94) (29) (44) (72) (167) Movements during the period stem mainly from an appreciation of the euro against the Brazilian and Colombian currencies. They also include 7 million in exchange differences reclassified to the income statement upon acquisitions and disposals of GPA shares.

119 Registration document 2009 / Casino Group Consolidated financial statements I 117 NOTE 25.3 OTHER COMPREHENSIVE INCOME millions 2009 Available-for-sale financial assets 4 Change in fair value during the period 4 Reclassification to profit or loss 1 Income tax (expense)/benefit (2) Cash flow hedges (4) Change in fair value during the period (44) Reclassification to profit or loss 45 Income tax (expense)/benefit (4) Exchange differences 532 Change in exchange differences during the period (note ) 545 Reclassification to profit or loss due to disposals during the period (13) Actuarial gains and losses and asset ceiling adjustments (4) Change during the period (note ) (6) Income tax (expense)/benefit 2 Total 528 NOTE 25.4 DIVIDENDS The recommended 2009 dividend has been set at 2.65 per ordinary share. The dividend is subject to approval at the next Annual Shareholders Meeting and is therefore not reflected in the consolidated financial statements at 31 December CASH DIVIDENDS PAID AND RECOMMENDED millions Net dividend Number Treasury shares (in ) of sharess recommended Ordinary dividends ,518, , dividend (recommended) (i) ,360, Preferred dividends ,588, dividend (recommended) Dividends on deeply subordinated perpetual bonds, net of tax , , (i) The recommended 2009 dividend per share has been calculated on the basis of the total number of shares outstanding at 31 December It will be modified in 2010 to exclude the actual number of treasury shares held on the payment date. NOTE 25.5 CAPITAL MANAGEMENT The Group s policy is to maintain a strong capital base in order to ensure the confidence of investors, creditors and the markets, and to support the Group s future business development. The Group occasionally purchases its own shares in the market, for the purpose of allocating them to the liquidity contract and making a market in the shares or keeping them to cover stock option plans, employee share ownership plans or share grant plans for Group employees and executive officers.

120 118 I Consolidated financial statements Registration document 2009 / Casino Group Notes to the consolidated financial statements NOTE 26 SHARE-BASED PAYMENTS Casino set up its first stock option plan in Since 1987, stock options have been granted in December of each year to new managers who have completed one year s service with the Group, and the number of options held by managers promoted to a higher grade has been adjusted. Share grants are also made to certain company managers and to store managers. The shares vest in tranches, subject to continued employment with the Group and the attainment of Group performance targets for the period concerned. NOTE 26.1 IMPACT OF SHARE-BASED PAYMENTS ON EARNINGS AND EQUITY The net expense of 11 million in 2009 ( 8 million in 2008) was recognised by adjusting equity at 31 December 2009 by the same amount. NOTE 26.2 DETAILS OF CASINO, GUICHARD-PERRACHON STOCK OPTION PLANS In accordance with IFRS 2, options granted after 7 November 2002 that had not yet vested at 1 January 2004 were valued using the Black & Scholes option pricing model. DETAILS OF THE PLANS AND THE MAIN ASSUMPTIONS APPLIED TO VALUE OPTIONS ON NEW SHARES Grant date 4 Dec. 8 April 5 Dec. 14 April 7 Dec. 13 April Expiry date 3 June Oct June Oct June Oct Share price on the grant date Option exercise price Number of options granted 72,603 37, , ,361 54, ,749 Estimated life of the options (in years) Projected dividend yield 5% 5% 5% 5% 5% 5% Projected volatility 30.02% 29.60% 26.77% 24.04% 25.27% 23.55% Risk-free interest rate 2.09% 2.44% 3.05% 4.17% 4.85% 4.78% Fair value of stock options Number of options outstanding 72,281 36, , ,035 43, , Grant date 15 Dec. 13 April 8 Dec. 26 May 9 Dec. Expiry date 14 June Oct June Nov June 2010 Share price on the grant date Option exercise price Number of options granted 53, ,360 50, ,643 78,527 Estimated life of the options (in years) Projected dividend yield 2% 2% 2% 2% 2% Projected volatility 25.11% 25.87% 21.19% 21.86% 23.14% Risk-free interest rate 3.99% 3.94% 3.21% 2.85% 3.14% Fair value of stock options Number of options outstanding 32, ,635 33, ,505 36,473

121 Registration document 2009 / Casino Group Consolidated financial statements I 119 DETAILS OF SHARE GRANT PLANS Grant date 4 Dec. 8 April 8 April 5 Dec. 29 Oct. Expiry vesting date 4 Dec April Oct Dec Oct end of lock-up period 4 Dec April Oct Dec Oct Share price on the grant date Number of shares 24,463 8, , ,800 Fair value of the share Continued employment condition Yes Yes Yes Yes Yes Performance conditions No No Yes No No Performance condition applicable (i) (i) 98.62% (i) (i) Number of shares before application of performance conditions 24,463 8, , , Grant date 14 April 14 April 7 Dec. 13 April Expiry vesting date 13 Oct April Dec Oct end of lock-up period 13 Oct Oct Dec Oct Share price on the grant date Number of shares 183,641 8,017 29, ,736 Fair value of the share Continued employment condition Yes Yes Yes Yes Performance conditions Yes No No Yes Performance condition applicable (ii) (i) (i) (ii) Number of shares before application of performance conditions 163,640 8,017 27, ,201 (i) No performance conditions. (ii) The performance target for the share grant plan of 13 April 2007 and 14 April 2008 depends upon the company. At 31 December 2009, the applicable performance conditions were as follows: Plans granted on 14 April April 2007 Monoprix 50% (based on 5,365 shares) 100% (based on 2,385 shares) Codim 2 100% (based on 3,640 shares) 100% (based on 3,720 shares) Other companies 0% (based on 154,635 shares) 41.47% (based on 133,096 shares) Performance conditions mainly involve organic sales growth, trading profit levels, and net financial debt.

122 120 I Consolidated financial statements Registration document 2009 / Casino Group Notes to the consolidated financial statements DETAILS OF PLANS ON CASINO, GUICHARD-PERRACHON SHARES Stock option plans Number of outstanding options Weighted average exercise price (in ) At 1 January ,545, Of which, vested options 1,496,282 Options granted during the period 544, Options exercised during the period (290,502) Options cancelled during the period (283,597) Options that lapsed during the period At 31 December ,515, Of which, vested options 1,283,320 Options granted during the period 109, Options exercised during the period (9,373) Options cancelled during the period (1,210,279) Options that lapsed during the period At 31 December ,405, Of which, vested options 563,731 Share grant plans, not yet vested Number of outstanding shares At 1 January ,970 Shares granted 252,458 Shares cancelled (127,601) Shares issued (42,018) At 31 December ,809 Shares granted 524,736 Shares cancelled (104,165) Shares issued (77,169) At 31 December ,211

123 Registration document 2009 / Casino Group Consolidated financial statements I 121 NOTE 27 PROVISIONS NOTE 27.1 BREAKDOWN AND MOVEMENTS millions 1 January 2009 adjusted Increases 2009 Reversals (used) 2009 Reversals (surplus) 2009 Change in scope of consolidation Translation adjustment Other At 31 Dec Product warranty costs 11 6 (10) 7 Pensions (note ) (38) (1) (6) Jubilees Long-service awards (14) 15 Claims and litigation (16) (6) 29 Other liabilities and charges (247) (33) Restructuring 35 2 (12) (22) 3 Risk relating to the TRS (i) 27 (10) 17 Total (337) (51) (7) of which short-term provisions (144) (39) (11) of which long-term provisions (193) (12) 5 31 (2) 234 (i) See note Provisions for claims and litigation and for other liabilities and charges correspond to a large number of provisions for employee claims, property-related claims (concerning construction or refurbishment work, rents, tenant evictions, etc.), tax claims and business claims (trademark infringement, etc.). NOTE 27.2 RISK RELATING TO THE TOTAL RETURN SWAP ON EXITO SHARES On 19 December 2007, Casino announced an amendment to the shareholders agreement entered into with Exito on 7 October On the same date, the minority shareholders of Suramericana de Inversiones S.A. and other Colombian strategic partners entered into reciprocal put and call options with Citi on their interests in Exito (6.9% and 5.1% respectively). On 8 January 2008, Grupo Nacional de Chocolates SA sold its 2.0% interest in Exito to Citi. Consequently, these partners have renounced the put option granted to them under the historical shareholders agreement with Casino, thereby releasing Casino from its commitment to purchase their stakes in Exito. After Grupo Nacional de Chocolates SA, Suramericana sold its 6.9% interest in Exito to Citi on 19 January 2010 for COP 21,804 per share. The put options on the 5.1% owned by other Colombian strategic partners are exercisable for a period of three months from 16 December 2010, 2011, 2012, 2013 and The call option is exercisable by Citi for a period of three months from 16 March The exercise price of the options is the higher of: a fixed price of COP 19,477 per share, revalued for inflation +1%; a multiple of EBITDA less net financial debt; a multiple of sales less net financial debt; the average quoted share price over the preceding six months. Casino concurrently entered into a total return swap (TRS) with Citi on the 2.0% and 6.9% interests in Exito acquired from Chocolates and Suramericana on 8 January 2008 and 19 January 2010 respectively, with net settlement due in cash. The TRS is valid for three years and three months. Casino also undertook to enter into further TRS contracts on the combined interests of the other partners (5.1% in total) subject of the call and put options referred to above. At maturity of the TRS contract, Casino will receive the difference between the market price (sale price of Citi s interest) and (i) a minimum sum of COP 19,477 per share for the interest sold by Chocolates and (ii) a minimum sum of COP 21,804 for the interest sold by Suramericana, if positive and will pay the difference to Citi if negative. The TRS on the 5.1% interest held by the other Colombian strategic partners will have the same terms and conditions as the Chocolates and Suramericana TRSs and will be effective for a maximum period of three years and three months from the date of exercise of the relevant call or put options.

124 122 I Consolidated financial statements Registration document 2009 / Casino Group Notes to the consolidated financial statements Casino will receive or pay as applicable the difference between the sale price of the interest on the market and the TRS entry price (i.e. the sale price paid by Citi to the minority shareholders on the basis described above). Casino has no contractual commitment nor the option to purchase the shares from Citi at maturity of the TRS (net settlement in cash). The main risk for Casino is that the sale price received by Citi at maturity of the TRS could be lower than the price paid by Citi to the Colombian shareholders, and that Casino could be obliged to pay Citi the difference, if negative, between the entry price (minority shareholders put exercise price) and the exit price (market sale price received by Citi). The risk has been measured on the basis of several factors: The exercise price by the shareholders holding the 5.1% interest in Exito, which itself depends on when they elect to exercise their put according to their assessment of market conditions and Exito s future performance. The term of each TRS, which is a maximum of three years and three months from the exercise date of the relevant put by the Colombian partners. The market value of Exito shares on maturity of the TRSs. A bank has carried out several simulations to determine the best time for the minority shareholders to exercise their put options. It has also estimated the market value of Exito shares at maturity of the TRSs using a multi-criteria approach based on forecast operating performance as set out in Exito s business plan, investor expectations and Exito s share price. Given the specific features of these TRSs and the estimated associated risk (the share price was COP 19,500 on 31 December 2009), the Group made a 10 million provision reversal at the year-end, reducing the provision to 17 million on 31 December 2009, which corresponds to the central case simulation. The high case (more optimistic) and low case (less optimistic) simulations give a risk of 2 million and 28 million respectively. NOTE 28 PENSION AND OTHER POST-EMPLOYMENT BENEFIT OBLIGATIONS The Group s obligations under defined-benefit plans mainly concern France for length-of-service awards payable to employees on retirement and a supplementary pension plan which is closed to new participants and now only concerns retired employees. NOTE 28.1 DEFINED BENEFIT PLAN Note Summary France International Total millions Present value of projected benefit obligation under funded plans Fair value of plan assets (62) (66) (366) (62) (432) Funding requirement (28) Present value of projected benefit obligation under unfunded plans Unrecognised surplus (asset ceiling) Liability recognised in the balance sheet

125 Registration document 2009 / Casino Group Consolidated financial statements I 123 Note Change in obligation France International Total millions A - CHANGE IN ACTUARIAL LIABILITY Actuarial liability at 1 January Service cost Interest cost Change in scope of consolidation (i) (350) 329 (350) 329 Reduction in the liability (benefit payments) (5) (7) (23) (5) (30) Actuarial gains and losses 6 (7) Translation adjustment 1 (1) 1 (1) Employee contributions 2 2 Curtailments and settlements (1) (1) Change of assumptions (1) (1) Other movements 6 6 Actuarial liability at 31 December A B - CHANGE IN PLAN ASSETS Fair value of plan assets at 1 January Expected return on plan assets Actuarial gains and losses (1) (2) (55) (1) (57) Employer's contribution Employee contributions 2 2 Benefits paid during the period (1) (1) (23) (1) (24) Partial reimbursement of plan assets (4) (4) (4) (4) Change in scope of consolidation (366) 408 (366) 408 Other movements 7 7 Fair value of plan assets at 31 December B C - FUNDING REQUIREMENT A-B (90) (71) (17) 1 (107) (70) Asset ceiling (30) (30) NET RETIREMENT BENEFIT OBLIGATION (90) (71) (17) (30) (107) (100) (i) The change in scope of consolidation concerns Super de Boer. Note Balance of actuarial gains or losses recognised in equity millions Provisions (3) (9) Deferred tax assets (liabilities) 1 3 Cumulative decrease in equity (2) (6) Of which, attributable to equity holders of the parent (2) (6) Gain or loss, net of tax, recognised directly in equity (4) 4

126 124 I Consolidated financial statements Registration document 2009 / Casino Group Notes to the consolidated financial statements Note Reconciliation of liability on the balance sheet France International Total millions At 1 January Actuarial gains or losses recognised in equity 6 (6) Employee contributions 2 2 Expense for the period (1) Reduction in the liability (benefit payments) (4) (6) (4) (6) Partial reimbursement of plan assets Change in scope of consolidation (13) 13 (13) 13 Unrecognised surplus (asset ceiling) (75) (75) Translation adjustment 1 (1) 1 (1) At 31 December Note Breakdown of expense for the period France International Total millions Interest cost Expected return on plan assets (1) (2) (16) (1) (18) Expense recognised in other financial income and expense Service cost Past service cost Curtailments and settlements (1) (1) Expense recognised in employee benefits expense Expense for the period Note Funding policy HISTORICAL DATA millions Present value of projected benefit obligation under funded plans Fair value of plan assets (62) (432) (71) (84) (142) Sub-total Present value of projected benefit obligation under unfunded plans Asset ceiling 30 Liability recognised in the balance sheet Plan assets are invested as follows: France Netherlands Equity instruments 19% Fixed-rate bonds 78% Property 2% Money market mutual funds 100% 100% Other 1%

127 Registration document 2009 / Casino Group Consolidated financial statements I 125 Note Actuarial assumptions France International millions Discount rate 4.9% - 5.0% 5.0% 4.9% - 8.0% 4.8% % Expected rate of future salary increases 2.5% 2.5% 2.5% - 4.0% 2.5% % Retirement age Expected return on plan assets 3.5% - 3.9% 4.0% 0.0% - 6.5% In 2006, the Group adopted the TGH05/TGF 05 mortality table for the measurement of projected benefit obligations for its French entities. At 31 December 2009, experience adjustments were not material. For French companies, the discount rate is determined by reference to the Bloomberg 15-year AA corporate composite index. The expected return on plan assets in 2009 corresponds to the actual rate achieved in the previous year. The actual return on plan assets in 2009 was 1 million for France. NOTE 28.2 DEFINED CONTRIBUTION PLANS Defined contribution plans correspond primarily to retirement plans. The cost of these plans in 2009 was 260 million ( 266 million in 2008). NOTE 29 FINANCIAL LIABILITIES NOTE 29.1 BREAKDOWN OF FINANCIAL LIABILITIES Financial liabilities are measured at: amortised cost for borrowings and other financial liabilities; fair value through profit or loss for derivatives. The various categories of financial liability at 31 December 2009 were: millions Note Noncurrent portion Current portion Total Noncurrent portion Current portion Total Financial liabilities ,524 1,225 6,750 4,733 1,471 6,204 Put options granted to minority shareholders Derivative liabilities Total financial liabilities 5,710 1,369 7,079 5,050 1,943 6,993 Note Financial liabilities millions Noncurrent portion Current portion Total Noncurrent portion Current portion Total Bonds 4, ,187 3, ,327 Other financial liabilities , ,303 Finance lease liabilities (i) Bank overdrafts Total financial liabilities 5,524 1,225 6,750 4,733 1,471 6,204 (i) See note 34.3.

128 126 I Consolidated financial statements Registration document 2009 / Casino Group Notes to the consolidated financial statements BONDS millions Amount Interest rate (i) Effective interest rate Issue date Due Hedge (ii) 2009 (iii) 2008 (iii) Bonds in EUROS Indexed bonds bonds bonds bonds bonds bonds bonds bonds bonds V: E3M Dec March F: June 2002 June F: April 2003 April F: July 2004 July F: Feb June 2002 Feb FRB FRL FRB FLOORS FRL CAPS FRB FRL FRB FRL FLOORS F: Feb Aug FRL 506 1,199 F: F: April 2008 June 2008 May 2009 April 2007 June 2008 April 2013 April 2014 CAPS FRB FRL FRA FRB FRL 1, F: July 2009 Jan FRL 761 Bonds in USD Private placement notes F: Nov Nov FRB FRL 10 Private placement notes F: Nov Nov FRB FRL Bonds in COP Exito bond issue Exito bond issue Carulla bond issue Bonds in BRL GPA bond issue GPA bond issue GPA bond issue V: CPI April 2006 April V: CPI April 2006 April V: CPI May 2005 May V: CDI March V: 119% CDI 67 V: 109.5% CDI 119% CDI 109.5% CDI March 2011 March 2012 March % of variable rate CDI June 2009 June Dec Dec June 2013 Dec June 2014 Dec Total bonds 5,187 4,327 (i) F (Fixed rate) V (Variable rate) CPI (Consumer Price Index) CDI (Certificado de Deposito Interbancario). (ii) FRB (fixed rate borrower) FRL (fixed rate lender). (iii) The amounts shown above include the impact of fair value hedges. On 23 December 2004, Casino, Guichard-Perrachon carried out three indexed bond issues. The final issue of 76 million was fully redeemed during the year.

129 Registration document 2009 / Casino Group Consolidated financial statements I 127 OTHER BORROWINGS millions Amount Type of rate Issue date Due Hedge FRANCE Calyon structured loan 183 Variable rate June 2007 June 2013 FRB/FRL/FRA Schuldschein loan 130 Variable rate May 2008 May 2013 FRB/FRL Other INTERNATIONAL Latin America Other Accrued interest (i) Total other borrowings 894 1,079 1,303 (i) Accrued interest relates to all financial liabilities including bonds. CONFIRMED BANK LINES OF CREDIT millions Interest rate Due Amount of Drawdowns Less than one year More than one year the facility Confirmed bank lines of credit Variable rate Syndicated lines of credit Variable rate 1,428 1, Credit activity refinancing facility Variable rate Note Put options granted to minority shareholders These put options correspond to liabilities towards various counterparties arising from commitments made by the Group to purchase shares in consolidated companies. They have therefore been recognised as financial liabilities and break down as follows at 31 December 2009: millions % ownership Commitment Price Fixed or variable exercise price Current financial liabilities Noncurrent financial liabilities Goodwill Contingent liabilities Franprix- Leader Price (i) to 84.00% to 74.00% 262 F/V Monoprix (ii) 50.00% 50.00% 1,200 V 1,200 Lanin / Disco (Uruguay) 62.49% 29.33% 61 F Sendas Distribuidora (Brazil) (ii) 57.43% 42.57% 108 V 108 Total commitments 1, ,551 (i) See note 35. (ii) See note Sensitivity of put options at 31 December 2009: millions Current financial liabilities Non-current financial liabilities Total financial liabilities Fixed or variable exercise price Indicator Impact of a +/- 10% change in the indicator Franprix-Leader Price F/V Net profit +/- 2 Lanin / Disco (Uruguay) F Total commitments The valuation method is described in note 34.2 Contingent liabilities.

130 128 I Consolidated financial statements Registration document 2009 / Casino Group Notes to the consolidated financial statements NOTE 29.2 FINANCIAL DEBT Note Breakdown of net financial debt millions Noncurrent portion Current portion Total Noncurrent portion Current portion Total Financial liabilities 5,524 1,225 6,750 4,733 1,471 6,204 Put options granted to minority shareholders Derivative liabilities Gross financial liabilities 5,710 1,369 7,079 5,050 1,943 6,993 Derivative assets (176) (116) (292) (118) (77) (195) Cash and cash equivalents (2,716) (2,716) (1,948) (1,948) Cash, cash equivalents and derivative assets (176) (2,832) (3,008) (118) (2,025) (2,143) Net financial debt 5,534 (1,463) 4,072 4,932 (82) 4,851 Note Change in gross financial debt millions Gross financial liabilities at 1 January (see note ) 6,993 7,160 Derivative assets (see note ) (195) (217) Financial debt at 1 January (including hedging instruments) 6,799 6,943 New borrowings 1,789 1,796 Repayments (principal and interest) (1,444) (1,927) Change in fair value of debt hedged Exchange differences (i) 123 (113) Change in scope of consolidation Change in put options granted to minority shareholders (ii) (555) (69) Financial debt at 31 December (including hedging instruments) 6,787 6,799 Gross financial liabilities at 31 December (see note ) 7,079 6,993 Derivative assets (see note ) (292) (195) (i) Exchange differences mainly concern GPA and Exito for, respectively, 71 million and 27 million. (ii) The change in put options granted to minority shareholders concerns Franprix-Leader Price for 407 million, Exito (Carulla) for 118 million and GPA for 30 million. NOTE 30 FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES The main risks associated with the Group s financial instruments are interest rate, currency, credit, liquidity and equity risks. Derivative financial instruments mainly interest rate swaps and forward purchases of foreign currencies are used to manage interest rate and currency risks associated with the Group s business and financing. No derivative instruments are acquired for speculative purposes.

131 Registration document 2009 / Casino Group Consolidated financial statements I 129 NOTE 30.1 BREAKDOWN OF DERIVATIVE INSTRUMENTS Breakdown of derivative instruments is as follows: millions Assets Liabilities Total Assets Liabilities Total Cash flow hedges 1 (1) 16 (16) Fair value hedges Non-qualifying derivatives 1 11 (10) 8 40 (32) Total (20) Impact of qualifying financial instruments on equity At 31 December 2009, the IFRS cash flow hedge reserve totalled (1) million ( (16) million net of tax at 31 December 2008). It is comprised of derivative instruments that qualify for cash flow hedge accounting (interest rate and currency swaps), which will be recycled to the income statement on the date the hedged item is realised, mostly during The ineffective portion of these cash flow hedges is not material. Impact of non-qualifying financial instruments on the income statement The fair value of derivative instruments that do not qualify for hedge accounting under IAS 39 amounted to (10) million at 31 December 2009 ( (32) million at 31 December 2008). At 31 December 2009, these instruments concerned interest rate hedges at Banque du Groupe Casino and Monoprix. NOTE 30.2 COUNTERPARTY RISK The Group is exposed to various aspects of counterparty risks in its operating activities, its short-term investment activities and its interest rate and currency hedging instruments. Counterparty risk related to trade receivables Retail credit risk Group policy consists of checking the financial health of all customers applying for credit. Customer receivables are regularly monitored and the Group s exposure to the risk of bad debts is not material. Financial credit risk Banque du Groupe Casino s credit risks are managed based on: Statistical analyses of pools of loans with similar characteristics, due to the fact that individual loans are not material and all the loans have the same risk profile. Recovery probabilities at the different phases in the collection process. As required by IAS 39, a provision is recorded when there is objective evidence that loans are impaired. This is considered to be the case when customers default on at least one instalment. Provisions for credit risks are determined by modelling statistical recovery and write-off data, taking into account all possible movements between the various strata. The statistics used correspond to observed historical defaults and write-offs. The calculation also takes into account the present value of expected recoveries of principal and interest, discounted at the original interest rate on the loan. The purpose of this discounting adjustment is to factor in the loss of future lending margins. Renegotiated loans for which payments are up to date are classified as sound loans. If the borrower defaults on any payments, they are immediately reclassified as doubtful and a provision is recorded on the basis described above. Credit risk on other financial assets comprising cash and cash equivalents, available-for-sale financial assets and certain derivative financial instruments corresponds to the risk of failure by the counterparty to fulfil its obligations. The maximum risk is equal to the instruments carrying amount. Details and past due schedules of retail and finance trade receivables are provided in note Counterparty risk related to other assets Other assets, mainly comprising tax receivables and repayment rights, are neither past due nor impaired. The Group does not believe it is exposed to any counterparty risk on these assets (see note 22).

132 130 I Consolidated financial statements Registration document 2009 / Casino Group Notes to the consolidated financial statements NOTE 30.3 LIQUIDITY RISK The loan agreements for the Group s bank borrowings and bond issues include the customary covenants and default clauses, including pari passu, negative pledge and cross-default clauses. None of the loan agreements include any rating triggers. Bonds placed on the euro market do not include any covenants related to financial ratios. At 31 December 2009, the covenants related to the main types of debt carried by the parent company were as follows: The three confirmed bank lines of credit set up in 2009 were subject to a consolidated net debt/consolidated EBITDA (i) ratio of < 3.7. Some of the older confirmed credit lines are also subject to the same ratio whilst others are subject to a ratio of < 4.3. The definition of consolidated net debt differs slightly for the old and new credit lines. The ratios stood at 2.30 and 2.20 respectively at 31 December The ratios applicable to the US Private Placement Notes are as follows: Ratio Required Actual 31 December 2009 Consolidated net debt/consolidated EBITDA < Consolidated net debt/consolidated equity < Consolidated intangible assets/consolidated equity < (i) EBITDA (earnings before interest, taxes, depreciation and amortisation) = trading profit plus operating depreciation and amortisation. Monoprix, GPA and Exito are also subject to financial covenants. All covenants were complied with at 31 December 2009, except for a GPA credit line which had an equity to total assets ratio of 0.37 compared with a requirement of more than or equal to The ratio has subsequently been revised down to 0.30 by the bank concerned. The balance of this credit line was BRL 174 million ( 23 million for Casino s share) at 31 December The table below shows a maturity schedule for financial liabilities at 31 December 2009, including principal and interest but excluding discounting. millions Maturity 2009 Due within one year Due in one to two years Due in two to three years Due in three to five years Due beyond five years Total Carrying amount Non-derivative financial instruments recognised in liabilities Bonds and other borrowings excluding derivative instruments and finance leases 1,430 1,199 1,596 2, ,796 6,618 Put options granted to minority shareholders Finance lease liabilities Trade payables and other payables (excluding accrued taxes and employee benefits liabilities) 5, ,683 5,683 7,059 1,270 1,765 2, ,715 Derivative financial instruments Interest rate derivatives Derivative contracts - received Derivative contracts - paid (142) (375) (62) (52) (632) Derivative contracts - settled net (49) (20) (17) (86) Currency derivatives Derivative contracts - received Derivative contracts - paid (46) (12) (3) (60) Derivative contracts - settled net Other derivative instruments Derivative contracts - received Derivative contracts - paid Derivative contracts - settled net (52) (60) Total at 31 December ,006 1,210 1,825 2, ,775

133 Registration document 2009 / Casino Group Consolidated financial statements I 131 millions Maturity 2008 Due within one one to two to three to five years Due in Due in Due in Due beyond adjusted Total year two years three years five years Carrying amount Non-derivative financial instruments recognised in liabilities Bonds and other borrowings excluding derivative instruments and finance leases 1,962 1,058 1,156 3,127 1,002 8,307 6,035 Put options granted to minority shareholders Finance lease liabilities Trade payables and other payables (excluding accrued taxes and employee benefits liabilities) 5, ,984 5,984 8,308 1,341 1,204 3,268 1,025 15,147 Derivative financial instruments Interest rate derivatives Derivative contracts - received Derivative contracts - paid (180) (160) (394) (108) (10) (852) Derivative contracts - settled net Currency derivatives Derivative contracts - received Derivative contracts - paid (18) (35) (58) (12) (122) Derivative contracts - settled net Other derivative instruments Derivative contracts - received Derivative contracts - paid Derivative contracts - settled net (3) (4) Total at 31 December ,687 1,507 1,395 3,320 1,045 15,955 NOTE 30.4 MARKET RISK Currency risk The Group is exposed to currency risks on purchases denominated in a currency other than its functional currency. Due to its geographical diversification, the Group is also exposed to translation risk, in other words its balance sheet and income statement are sensitive to movements in exchange rates when consolidating the financial statements of its foreign subsidiaries outside the euro zone. Currency risks on goods purchased in dollars are managed using forward purchases of dollars and currency swaps. Group policy consists of hedging all budgeted purchases using derivative instruments with the same maturities as the underlying transactions. The Group s net exposure based on notional amounts after hedging is mainly to the following currencies (excluding the functional currencies of entities): millions USD JYP EUR Total 2009 exposure Trade receivables exposed (1) (1) (4) Other financial assets exposed (10) (4) (14) (68) Trade payables exposed Financial liabilities exposed Gross exposure payable/(receivable) (1) Trade receivables hedged Other financial assets hedged Trade payables hedged Financial liabilities hedged Net exposure payable/(receivable) 65 (1) Total 2008 exposure

134 132 I Consolidated financial statements Registration document 2009 / Casino Group Notes to the consolidated financial statements At 31 December 2008, the net balance sheet exposure of 72 million broke down as follows by currency: US dollar: 54 million; Japanese yen: 17 million; Polish zloty: 5 million; Euro: (4) million. Sensitivity of net exposure after hedging to exchange rate changes The exchange rates used for the US dollar were 1 = $ at 31 December 2009 and 1 = $ at 31 December The exchange rates used for the Japanese yen were 1 = at 31 December 2009 and 1 = at 31 December A 10% appreciation or depreciation of the euro against those currencies at 31 December would have increased or decreased net profit by the amounts shown in the table below. For the purposes of the analysis, all other variables, particularly interest rates, are assumed to be constant. millions US dollar 7 5 Japanese yen 2 Other Total 6 7 Interest rate risk The Group s objective is to reduce its cost of debt by limiting the impact of interest rate changes on its income statement. Group strategy therefore consists of dynamically managing debt by converting all borrowings to variable rate in order to benefit from declines in interest rates, while also setting up hedges as a protection against rate increases. Various derivative instruments are used to manage interest rate risks. The main instruments are interest rate swaps, collars, caps, floors and options that may be used separately or in combined strategies. Not all of these instruments qualify for hedge accounting; however all interest rate instruments are used in connection with the above risk management policy. Group financial policy consists of managing finance costs by combining variable and fixed rate derivatives. Sensitivity analysis to a change in interest rates millions adjusted Bank loans 1,179 1,378 Finance lease liabilities Bank overdrafts and spot loans Total variable rate borrowings (excluding accrued interest) (i) 1,573 1,862 Cash equivalents 1,617 1,103 Cash 1, Total cash and cash equivalents 2,716 1,947 Net position before hedging (1,143) (85) Interest rate swap (fixed rate lender) 5,064 4,248 Interest rate swap (fixed rate borrower) (3,036) (2,200) Net position after hedging 885 1,963 Net position to be rolled over within one year 885 1,963 Effect of a 1-point change in interest rates 9 19 Average remaining duration of hedges Effect of a 1-point change in interest rates on finance costs finance costs, net Effect of a 1-point change in interest rates, as a % of finance costs, net 2.44% 4.92% (i) Adjustable rate financial assets and liabilities are considered as maturing on the interest reset date. The above total does not include liabilities not exposed to interest rate risk, corresponding mainly to minority shareholder put options and accrued interest.

135 Registration document 2009 / Casino Group Consolidated financial statements I 133 An immediate 1% rise in short-term interest rates applied to variable rate assets and liabilities would have an estimated maximum impact, after hedging, of plus or minus 8 million on consolidated pre-tax profit (plus or minus 18 million at 31 December 2008). To protect its financial margin from interest rate volatility, Banque du Groupe Casino hedges its interest rate risk, as follows: Borrowings used to finance fixed rate loans are either converted to fixed rate or hedged by fixed rate caps. The notional amount of the hedges is adjusted to reflect the gradual reduction in the outstanding balance of the corresponding loans. Borrowings used to finance adjustable rate loans are converted to fixed rate over a rolling period of at least three months, for an amount corresponding to forecast loans for the period. The Group s other financial instruments are not interest-bearing and are therefore not exposed to any interest rate risk. NOTE 31 OTHER LIABILITIES Non-current Current Total Non-current Current Total Non-current derivatives recognised as liabilities Accrued taxes and employee benefits expense 161 1,277 1, ,210 1,232 Other liabilities Amounts due to suppliers of fixed assets Current account advances Finance payables (credit business) Deferred income Total 186 2,786 2, ,767 2,845 The maximum exposure to credit risk on the balance sheet date is the carrying amount. NOTE 32 FAIR VALUE OF FINANCIAL LIABILITIES NOTE 32.1 COMPARISON OF CARRYING AMOUNT AND FAIR VALUE The fair values of liabilities recognised at fair value are determined as follows: Bonds are measured at fair value based on observable market data, for the portion hedged by a fair value hedge. Derivative financial instruments are valued (internally or externally) on the basis of the usual valuation techniques for this type of instrument. Valuation models are based on observable market data (mainly the yield curve) and counterparty quality. These instruments are mainly classified in Level 2. Put options granted to minority shareholders are measured in accordance with the contractual calculation terms and are discounted where applicable. These put options are mainly classified as Level 3.

136 134 I Consolidated financial statements Registration document 2009 / Casino Group Notes to the consolidated financial statements The following tables compare the carrying amount of financial liabilities with their fair value. millions Financial liabilities Carrying amount (A) Nonfinancial liabilities (B) Total financial liabilities (A) - (B) Liabilities at fair value through profit or loss Liabilities at amortised cost Fair value of financial liabilities Bonds (current and non-current portion) 5,187 5,187 5,187 5,416 Other borrowings (current and non-current portion) 1,079 1,079 1,079 1,089 Finance lease liabilities (current and non-current portion) Derivative instruments (fair value hedges) recognised in liabilities Put options granted to minority shareholders (i) Trade payables 4,327 4,327 4,327 4,327 Other liabilities 2,972 1,466 1, ,494 1,506 Bank overdrafts (i) See note During the period, no financial liabilities were transferred out of or into Level 3. Movements in Level 3 financial liabilities are disclosed in note millions 2008 adjusted 2008 adjusted Financial liabilities Carrying amount (A) Nonfinancial liabilities (B) Total financial liabilities (A) - (B) Carrying amount per IAS adjusted Liabilities at fair value through profit or loss Liabilities at amortised cost Fair value of financial liabilities Bonds (current and non-current portion) 4,327 4,327 4,327 3,975 Other borrowings (current and non-current portion) 1,303 1, ,301 1,319 Finance lease liabilities (current and non-current portion) Derivative instruments (fair value hedges) recognised in liabilities Put options granted to minority shareholders (i) Trade payables 4,511 4,511 4,511 4,511 Other liabilities 2,845 1,316 1, ,472 1,528 Bank overdrafts (i) See note NOTE 32.2 MATURITIES OF FINANCIAL LIABILITIES MATURITIES AT 31 DECEMBER 2009 millions Carrying amount Within one year Due in one to five years Due beyond five years Financial liabilities Bonds 5, , Other borrowings 1, Finance lease liabilities Derivative instruments (fair value hedges) recognised in liabilities Put options granted to minority shareholders (i) Trade payables 4,327 4,327 Other liabilities 2,972 2, Bank overdrafts (i) See note

137 Registration document 2009 / Casino Group Consolidated financial statements I 135 MATURITIES AT 31 DECEMBER 2008 ADJUSTED millions Carrying amount Within one year Due in one to five years Due beyond five years Financial liabilities Bonds 4, , Other borrowings 1, Finance lease liabilities Derivative instruments (fair value hedges) recognised in liabilities Put options granted to minority shareholders (i) Trade payables 4,511 4,511 Other liabilities 2,845 2, Bank overdrafts (i) See note NOTE 33 EXCHANGE RATES EXCHANGE RATES AGAINST THE EURO Closing rate Average rate Closing rate Average rate US dollar (USD) Polish zloty (PLN) Argentine peso (ARS) Uruguayan peso (UYP) Thai baht (THB) Colombian peso (COP) 2, , , , Brazilian real (BRL) Venezuelan bolivar (VEF) (see note 2) Vietnamese dong (VND) 26, , , , NOTE 34 OFF-BALANCE SHEET COMMITMENTS The completeness of this information is checked by the Finance, Legal and Tax departments, which also participate in drawing up contracts that are binding on the Group. NOTE 34.1 COMMITMENTS ENTERED INTO IN THE ORDINARY COURSE OF BUSINESS millions Bonds and guarantees received from banks Security for receivables Undrawn confirmed lines of credit 2,113 2,143 Total commitments received 2,237 2,280 Bonds and guarantees given Security interests granted to third parties (i) Confirmed customer credit facilities (ii) 1,274 1,340 Other commitments given Total commitments given 1,628 1,680 Other reciprocal commitments Total reciprocal commitments (i) Security interests granted to third parties comprise pledges on various properties owned by GPA given to the Brazilian tax authorities. (ii) Confirmed credit facilities granted to customers of Banque du Groupe Casino, in the amount of 1,274 million, can be drawn down at any time. The total corresponds to facilities recognised by the French Banking Commission for inclusion in the calculation of capital adequacy ratios, i.e. excluding accounts that have been dormant for two years.

138 136 I Consolidated financial statements Registration document 2009 / Casino Group Notes to the consolidated financial statements French subsidiaries commitments in respect of the mandatory personal training entitlement ( DIF ) amounted to 5,432,740 hours at 31 December 2009, versus 4,027,977 hours at 31 December The amount of entitlement used during the year totalled 49,858 hours. The Group has been notified of tax reassessments related to 1998, concerning utilisations of tax loss carryforwards contested by the tax authorities and a provision for impairment in value of fixed assets, which the tax authorities consider as non-deductible. The Group has contested these reassessments and is confident of a favourable outcome. Consequently, no provision has been set aside for the additional tax claimed. In October 2008, the administrative court found in favour of the tax authorities on the second count. The Group contests this ruling and has appealed. The risk not provided for amounts to 11 million. NOTE 34.2 OTHER COMMITMENTS millions Seller s warranty given in connection with the disposal of: (i) Polish business Smart & Final shares 3 3 Assets sold to the AEW Immocommercial property mutual fund 5 28 Assets sold to the Immocio property mutual fund 5 5 Assets sold to the SPF1 property mutual fund 8 Other commitments given Total commitments given Written put options (ii) 1,551 1,540 Monoprix 1,200 1,200 Franprix-Leader Price Disco (Uruguay) Sendas Distribuidora (Brazil) Total reciprocal commitments 1,551 1,540 Total other commitments 1,662 1,667 (i) The Group has given the customary warranties in connection with its disposals, as follows: In 2006, Casino gave the buyer of its interest in Leader Price Polska a seller s warranty covering any risks pre-dating the sale that were not covered by provisions in the balance sheet. The amount of the warranty was capped at 17 million and was valid for 18 months. The amount for tax-related risks is capped at 50 million and is valid for a period corresponding to the statute of limitations. Following a claim under this warranty, in September 2009 the arbitration board ordered the Group to pay and recognise as a liability the sum of 14 million. Casino has appealed against this ruling. The residual risk of 36 million is purely theoretical as Leader Price Polska has already been subject to two tax audits during the warranty period. However, Casino has received a new claim for 6 million, which it believes to be unfounded. Mayland (formerly Géant Polska) has given the buyer of the hypermarkets business a sellers warranty covering any risks pre-dating the sale that are not covered by provisions in the completion balance sheet. The amount of the warranty is capped at 46 million and is valid for 24 months as of the sale date and for 8 years in the case of environmental claims. The amount of the warranty decreases gradually as of 2008 and was 37 million at 31 December After deduction of a 5 million provision for risks, the net amount presented in the table above is 32 million. Immobilière Groupe Casino has given the AEW Immocommercial property mutual fund a warranty covering any loss arising from non-compliance with representations and warranties made. The warranty is capped at 23 million until 31 March 2009 and at 5 million until 31 May In 2009, Immocommercial called on the warranty in an amount of 24 million, providing a list of damage and an assessment of the compensation claimed. The Group is confident that this dispute will be resolved with no material impact on the consolidated financial statements. Following the property disposals made in 2009, the Group is now the tenant under traditional fixed-rent commercial leases. The Group has issued a guarantee covering the risk of vacancy should it decide to vacate the premises after the first three-year lease break and fail to find a new tenant on similar financial terms and conditions. The guarantee is valid from the first day of the fourth year to the final day of the sixth year. The guarantee is conditional and cannot be quantified. When Vindémia sold its production activities in Reunion, it committed to specific purchase volumes for a period of five years. To date, these volumes have been met.

139 Registration document 2009 / Casino Group Consolidated financial statements I 137 (ii) Under the terms of the option contracts, the exercise price of written put and call options may be determined using earnings multiples, based on the latest published earnings for options exercisable at any time and earnings forecasts or projections for options exercisable as of a given future date. In many cases, the put option written by the Group is matched by a call option written by the other party. For these options, the value shown corresponds to that of the written put. In accordance with IAS 32, put options granted to minority shareholders of fully-consolidated subsidiaries are recognised as financial liabilities at their discounted present value or their fair value (see note ). Monoprix : on 22 December 2008, Casino and Galeries Lafayette signed an amendment to their March 2003 strategic agreement which suspends the exercise of their respective put and call options on Monoprix shares for three years. As a result, Casino s call on 10% of Monoprix s outstanding shares and Galeries Lafayette s put on 50% of Monoprix s capital will be exercisable only as of 1 January The other terms and conditions of exercise remain unchanged. The other terms of the March 2003 strategic agreement remain unchanged. The Group commissioned an external valuation at 31 December The external expert estimated the value of 100% of Monoprix shares at between 2,100 and 2,600 million. The contingent liability covering 50% of Monoprix shares has been disclosed at a value of 1,200 million. Franprix-Leader Price : put options have been granted on shares in a large number of companies that are not wholly-owned by the Group. The options are exercisable until 2043 at a price based on the operating profits of the companies concerned. Uruguay : Groupe Casino has granted a put option on 29.3% of Disco s capital to the family shareholders. The option is exercisable until 21 June 2021 at a price based on the Disco sub-group s consolidated operating profit, with a floor of US$52 million plus interest at 5% per year. Brazil : GPA has granted the Sendas family a put option on their 42.57% holding in Sendas Distribuidora, giving them the right to exchange their shares for GPA preferred non-voting shares. GPA may settle the put option either in shares or in cash as it deems appropriate. On 5 January 2007, the Sendas family advised the Group of its intention to exercise the put option. The exercise price of the put option is currently in dispute. Accordingly, the GPA preferred non-voting shares had not been transferred at 31 December The commitment is recognised under contingent liabilities. The Group has granted the Diniz family, with whom it exercises joint control over GPA in Brazil, two put options on shares in GPA s head holding company, covering 0.4% and 7.6% of GPA s share capital respectively. The first option is exercisable as of 2012 should Casino decide to invoke its right to elect the Chairman of the Board of Directors of the head holding company at that time. If the first put option is exercised, the second will become exercisable for a period of eight years as of June The Group has a call option on the shares covered by the first put option representing 0.4% of GPA s share capital, subject to certain conditions. Lastly, under its partnership with Corin, Mercialys has acquired 60% of the joint rights over certain real estate assets in Corsica for 90 million. If the joint ownership agreement is not renewed by 15 June 2011, Corin and Mercialys will transfer their joint rights to a new company. Mercialys has undertaken to acquire Corin s joint rights (40%) or its shares in the newly-created company, on the following terms and conditions: Mercialys irrevocably undertakes to acquire Corin s joint rights (or its shares in the newly-created company), subject to its right to make a counterproposal, and Corin irrevocably undertakes to sell its rights to Mercialys. If Corin exercises its option, Mercialys may, as from 31 January 2017, either assign its rights and obligations to a third party or execute its commitment by offering Corin the right to acquire its joint rights. The method of valuing the assets is set out in the agreement. In this latter case, a 20% discount will be applied. Corin may also assign the benefit of the option to a third party. The options are contingent liabilities, the outcome of which is not foreseeable. If exercised, the value of the assets determined in accordance with the agreement will be representative of the market value. NOTE 34.3 LEASE COMMITMENTS Note Finance leases on property where the Group is lessee The Group has leases on owner-occupied property and investment property. Actual future minimum lease payments under these leases and the present value of the future minimum payments are as follows: FINANCE LEASES ON PROPERTY WHERE THE GROUP IS LESSEE millions 2009 Future minimum lease payments Present value of future minimum lease payments Due within one year Due in one to five years Due beyond five years 19 7 Total future minimum lease payments 77 Interest cost (19) Total present value of future minimum lease payments 58 58

140 138 I Consolidated financial statements Registration document 2009 / Casino Group Notes to the consolidated financial statements millions 2008 Future minimum lease payments Due within one year Due in one to five years Due beyond five years Total future minimum lease payments 86 Interest cost (21) Total present value of future minimum lease payments Present value of future minimum lease payments The Group has finance leases and leases with purchase options on equipment. Actual future minimum lease payments under these equipment leases and the present value of the future minimum payments are as follows: FINANCE LEASES ON EQUIPMENT WHERE THE GROUP IS LESSEE millions 2009 Future minimum lease payments Due within one year Due in one to five years Due beyond five years Total future minimum lease payments 83 Interest cost (10) Total present value of future minimum lease payments Present value of future minimum lease payments millions 2008 Future minimum lease payments Due within one year Due in one to five years Due beyond five years Total future minimum lease payments 119 Interest cost (14) Total present value of future minimum lease payments Present value of future minimum lease payments Note Operating leases on property where the Group is lessee The Group has operating leases on properties used in the business that do not meet the criteria for classification as finance leases. The present value of future minimum payments under non-cancellable operating leases breaks down as follows: OPERATING LEASES ON PROPERTY WHERE THE GROUP IS LESSEE millions Future minimum lease payments Due within one year Due in one to five years Due beyond five years Future minimum lease payments

141 Registration document 2009 / Casino Group Consolidated financial statements I 139 The Group has operating leases on certain items of equipment that it does not wish to ultimately own. The present value of future minimum payments under operating leases on equipment breaks down as follows: OPERATING LEASES ON EQUIPMENT WHERE THE GROUP IS LESSEE millions Future minimum lease payments Due within one year Due in one to five years Due beyond five years Future minimum lease payments Future minimum lease payments receivable under non-cancellable sub-leases amounted to 23 million at 31 December Note Operating leases where the Group is lessor The Group is also a lessor through its property activity. Future minimum lease payments receivable under non-cancellable operating leases break down as follows: millions Future minimum lease payments Future minimum lease payments Due within one year Due in one to five years Due beyond five years Conditional rental revenue received by the Group included in the income statement in 2009 amounted to 1 million. NOTE 35 CONTINGENT ASSETS AND LIABILITIES In the normal course of its business, the Group is involved in a number of legal or arbitration proceedings with third parties or with the tax authorities in certain countries. Provisions are taken to cover such proceedings when the Group has a legal, contractual or constructive obligation towards a third party at the year-end, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation, and the amount of the obligation can be reliably estimated. Contingent liabilities in associates and joint ventures are presented in notes 17.2 and Dispute with the Baud family On 2 July 2009, the Arbitration Tribunal delivered its ruling in the dispute between Casino and the Baud family. The tribunal found that Casino had just cause to dismiss the Baud family members from the management bodies of Franprix and Leader Price, thus acknowledging its right to take over operational management of Franprix and Leader Price. The tribunal consequently confirmed that the value of the Baud family s remaining interests in Franprix and Leader Price, respectively 5% and 25%, should be calculated on a multiple of 14 times the average 2006 and 2007 earnings of the two companies, which corresponds to the position taken by Casino in its previous financial statements. As provided for under the agreement and in accordance with the tribunal s ruling, the final price of the Baud family s interest in Franprix and Leader Price (mainly held by a Belgian company called Baudinter) resulting from the exercise of their put options on 28 April 2008, was calculated on the basis of a 14 times earnings multiple by an independent expert appointed to resolve the remaining issues of dispute between the parties. It amounted to million and was paid by the Group on 12 November Casino now owns 100% of the share capital of Franprix and Leader Price. The Baud family s claims for interest on the purchase consideration and for compensation in lieu of dividends will be examined at a later date by the Arbitration Board, in line with the ruling handed down on 2 July As a precaution, any 2006 through 2008 dividend rights attached to the Franprix and Leader Price shares that are contested by Casino have been recognised in other current liabilities for an amount of 67 million.

142 140 I Consolidated financial statements Registration document 2009 / Casino Group Notes to the consolidated financial statements As regards the dispute over the organisation and operation of Geimex, a company owned jointly and equally by Casino and the Baud family which owns the international rights to the Leader Price brand (all markets other than mainland France and the French overseas departments and territories), an acting director was appointed in May 2008 by the Paris commercial court. The 2006, 2007 and 2008 financial statements have since been approved by the acting director and were submitted to a general shareholders meeting in September and December They were not approved by the shareholders. Geimex is proportionately consolidated in the Group s financial statements. Casino s interest in this company amounts to 76 million, including 62 million in goodwill. Unicentro dispute (Colombia) In the second half of 2009, a dispute arose over the ownership of an asset in Colombia. An initial ruling ordered Casino s subsidiary Exito to return the asset to a third party. Exito s appeal against the ruling was rejected and Exito has now appealed to the constitutional court. The Group believes it is within its rights and that the initial ruling should be overturned. NOTE 36 RELATED PARTY TRANSACTIONS Related parties are: parent companies; entities that exercise joint control or significant influence over the entity; subsidiaries; associates; joint ventures; members of the entity s administrative, management and supervisory bodies. The Company has relations with all its subsidiaries in its day-to-day management of the Group. It also receives advice from its majority shareholder, Groupe Rallye, through Euris, the ultimate holding company, under a strategic advice and assistance contract signed in The related party transactions presented below mainly concern routine transactions with companies over which group Casino exercises joint control or significant influence, which are respectively proportionately consolidated or accounted for by the equity method. These transactions are carried out on arm s length terms. Related party transactions with individuals (directors, corporate officers and members of their families) and with parent companies are not material. NOTE 36.1 RELATED PARTY TRANSACTIONS millions Transactions Balances Transactions Balances Transactions with joint ventures Loans 4 4 Receivables Payables Expense Income Transactions with associates Loans Receivables (1) 1 1 Payables (1) Expense Income 1 1

143 Registration document 2009 / Casino Group Consolidated financial statements I 141 NOTE 36.2 GROSS REMUNERATION AND BENEFITS OF THE MEMBERS OF THE EXECUTIVE COMMITTEE AND THE BOARD OF DIRECTORS millions Short-term benefits excluding payroll taxes (i) 7 9 Payroll taxes on short-term benefits 2 3 Termination benefits 1 1 Share-based payments (ii) 2 1 Total (i) Gross salaries, bonuses, discretionary and statutory profit-sharing, benefits in kind and directors fees. (ii) Expense recognised in the income statement in respect of stock option and share grant plans. The members of the Group Executive Committee are not entitled to any specific pension benefit. NOTE 37 SUBSEQUENT EVENTS Devaluation of the bolivar and nationalisation of Venezuelan operations In January 2010, the Venezuelan government announced a devaluation of the bolivar and the nationalisation of the Group s operations. These two events, which are described in the note entitled Significant Events of the Period, are events which are indicative of conditions that arose after the balance sheet date (non-adjusting event). Commercial paper issue In early February 2010, the Group made two issues of commercial paper for an amount of, respectively, 110 million maturing on 4 March 2010 and 50 million maturing on 8 March The notes pay interest at, respectively, one-month Euribor plus basis points and one-month Euribor plus 5.5 basis points. Bond exchange On 26 January 2010, the Group launched an offer to exchange its 2012 and 2013 bonds for a new bond maturing February 2017 and paying interest equivalent to midswap plus 135 basis points. A total of 888 million worth of the new bonds have been issued. Qualifying holders tendered around 1.5 billion in notes, reducing the bond redemptions due in 2012 and 2013 by, respectively, 440 million and 354 million. NOTE 38 STATUTORY AUDITORS FEES Fees paid in respect of the audit of Groupe Casino s financial statements amounted to 9 million in Fees for other direct audit-related work amounted to 0.4 million in 2009.

144 142 I Consolidated financial statements Registration document 2009 / Casino Group Notes to the consolidated financial statements NOTE 39 MAIN CONSOLIDATED COMPANIES At 31 December 2009, Groupe Casino comprised some 1,372 consolidated companies. The main companies are listed below. Company % interest Consolidation method Casino, Guichard-Perrachon SA Parent FRANCE Retailing Casino Carburants SAS FC Casino Services SAS FC Casino Vacances SNC FC Casino Information Technology SAS FC Club Avantages SAS FC Comacas SNC FC Distribution Casino France SAS FC Distridyn SA PC Dunnhumby France SAS PC Easydis SAS FC EMC Distribution SAS FC Floréal SA FC Geimex SA PC Monoprix SA group PC Société Auxiliaire de Manutention Accélérée de Denrées Alimentaires (S.A.M.A.D.A.) (i) FC Monoprix Exploitation (MPX) (i) FC Transports et Affrètements Internationaux Combinés (T.A.I.C.) (i) FC Société L.R.M.D. (i) FC Naturalia (i) FC Monop' (i) FC Régie Média Trade SAS PC Serca SAS FC Franprix-Leader Price group Franprix-Leader Price FC Baud SA (ii) FC Cafige (ii) FC Cofilead (ii) FC Cogefisd (ii) FC DBA (ii) and (iii) EM Distribution Leader Price (ii) FC Figeac (ii) FC Franprix Distribution (ii) FC Franprix Holding (ii) FC H2A (ii) FC HD Rivière (ii) EM Leader Price Holding (ii) FC FC: Full Consolidation PC: Proportionate Consolidation EM: Equity Method

145 Registration document 2009 / Casino Group Consolidated financial statements I 143 Company % interest Consolidation method Franprix-Leader Price group (cont.) Leadis Holding (ii) FC Lecogest (ii) FC Minimarché (ii) FC Patrick Fabre Distribution (ii) EM Pro Distribution (ii) EM R.L.P Investissement (ii) FC Retail Leader Price (ii) FC S.R.P. (ii) FC Sarjel (ii) EM Sarl Besançon Saint Claude (ii) FC Sédifrais (ii) FC SI2M (ii) EM Sodigestion (ii) FC Sofigep (ii) FC Surgénord (ii) FC Codim group Balcadis 2 SNC FC Codim 2 SA FC Costa Verde SNC FC Fidis 2 SNC FC Hyper Rocade 2 SNC FC Lion de Toga 2 SNC FC Pacam 2 SNC FC Poretta 2 SNC FC Prical 2 SNC FC Prodis 2 SNC FC Semafrac SNC FC SNC des Cash Corses FC Sodico 2 SNC FC Sudis 2 SNC FC Unigros 2 SNC FC Property Property group IGC Services SAS FC L Immobilière Groupe Casino SAS FC Dinetard SAS FC Sudéco SAS FC Uranie SAS FC AEW Immocommercial EM Vivéris EM Shopping Property Fund EM FC: Full Consolidation PC: Proportionate Consolidation EM: Equity Method

146 144 I Consolidated financial statements Registration document 2009 / Casino Group Notes to the consolidated financial statements Company % interest Consolidation method Mercialys group (listed company) Mercialys SA FC Mercialys gestion SAS (viii) FC SCI Toulon Bon Rencontre (viii) FC SCI Bourg en Bresse Kennedy (viii) FC SCI Centre commercial Kerbernard (viii) FC Point Confort SA (viii) FC Corin Asset Management SAS (viii) PC Méry 2 SAS (viii) FC La Diane SCI (viii) FC Property development Plouescadis FC Sodérip SNC FC IGC Promotion SAS FC Onagan FC Alcudia Promotion FC SCI Caserne de Bonne FC SCI Les Halles des Bords de Loire FC Other businesses Banque du Groupe Casino SA PC Casino Restauration SAS FC Restauration collective Casino SAS FC Villa Plancha FC Cdiscount SA FC INTERNATIONAL Poland Mayland (ex-géant Polska) FC Polish property development Centrum handlowe Pogoria (vii) FC Centrum Handlowe Jantar (vii) FC Espace Warszawa (vii) FC Netherlands Groupe Super de Boer (listed company) (ix) FC Thailand Big C group (listed company) FC FC: Full Consolidation PC: Proportionate Consolidation EM: Equity Method

147 Registration document 2009 / Casino Group Consolidated financial statements I 145 Company % interest Consolidation method Argentina Leader Price Argentina SA FC Libertad SA FC Uruguay Devoto FC Grupo Disco Uruguay PC Brazil Wilkes (iv) PC GPA group (listed company) (ex- CBD) PC Barcelona (v) FC Banco Investcred (v) EM Globex Utilidades (v) FC GPA Holland B.V. (v) FC GPA Panamá Trading Corp. (v) FC Miravalles (v) EM Novasoc Comercial Ltda. (v) FC PAFIDC (v) FC PA Publicidade Ltda. (v) FC Sendas Distribuidora S/A (v) FC Sé Supermercados Ltda. (v) FC Xantocarpa Participações Ltda. (v) FC Colombia Exito group (listed company) FC Carulla Vivero SA (vi) FC Distribuidora de Textiles y Confecciones SA DIDETEXCO (vi) FC Patrimonio Autonomo San Pedro Plaza (vi) FC Venezuela Bonuela FC Cativen FC Indian Ocean Vindémia group FC FC: Full Consolidation PC: Proportionate Consolidation EM: Equity Method

148 146 I Consolidated financial statements Registration document 2009 / Casino Group Notes to the consolidated financial statements Company % interest Consolidation method French and international holding companies Bergsaar BV FC Casino International SAS FC Casino Ré SA FC Coboop BV FC Géant Foncière BV FC Géant Holding BV FC Géant International BV FC Gelase SA FC Intexa (listed company) FC Forézienne de participations FC IRTS FC Latic FC Marushka Holding BV FC Pachidis SA FC Polca Holding SA FC Ségisor SA FC Tevir SA FC Theiadis SAS FC Spice Espana FC Vegas Argentina FC (i) The percentage interest corresponds to the percentages held by the Monoprix sub-group. (ii) The percentage interest corresponds to the percentages held by the Franprix-Leader Price sub-group. (iii) The Franprix-Leader Price sub-group holds 49% of DBA s voting rights. (iv) The Group holds 50% of Wilkes voting rights. (v) The percentage interest corresponds to the percentages held by the GPA sub-group. (vi) The percentage interest corresponds to the percentages held by the Exito sub-group. (vii) In 2008, Casino entered into a partnership agreement with the Whitehall funds managed by Goldman Sachs, for developing shopping centres mainly in Poland. Several new companies were created for this purpose: DTC Finance BV, DTC Développement 1 BV, DTC Développement 2 BV, DTC Développement 3 BV, Centrum Handlowe Pogoria, Centrum Handlowe Jantar and Espace Warszawa. They are 51%-owned by the Group and are fully consolidated as Casino owns the majority of the voting rights and receives the majority of the development margin. (viii) The percentage interest corresponds to the percentages held by the Mercialys sub-group. (ix) Super de Boer sold all its assets and liabilities in December 2009 (see note 10). FC: Full Consolidation PC: Proportionate Consolidation EM: Equity Method

149 Registration document 2009 / Casino Group Parent company financial statements I 147 Parent company financial statements 148. Statutory Auditors Report on the annual financial statements 149. Income statement 150. Balance sheet 152. Cash flow statement 153. Notes to the parent company financial statements 153. Significant accounting policies 155. Notes to the income statement and balance sheet 173. Five-year financial summary 174. List of subsidiaries and associates 176. Statutory Auditors Report on related party agreements and commitments

150 148 I Parent company financial statements Registration document 2009 / Casino Group Statutory Auditors Report on the annual financial statements This is a free translation into English of the statutory auditors report issued in the French language and is provided solely for the convenience of English-speaking readers. This report includes information specifically required by French law in such reports, whether qualified or not. This information is presented below the opinion on the financial statements and includes (an) explanatory paragraph(s) discussing the auditors assessment(s) of certain significant accounting and auditing matters. These assessments were made for the purpose of issuing an audit opinion on the financial statements taken as a whole and not to provide separate assurance on individual account captions or on information taken outside the financial statements. This report should be read in conjunction with, and is construed in accordance with French law and professional auditing standards applicable in France. In compliance with the assignment entrusted to us by your shareholders meeting, we hereby report to you, for the year ended December 31, 2009, on: the audit of the accompanying annual financial statements of Casino, Guichard-Perrachon; the justification of our assessments; the specific verifications and information required by French law. These annual financial statements have been approved by the Board of Directors. Our role is to express an opinion on these financial statements based on our audit. I. OPINION ON THE FINANCIAL STATEMENTS We conducted our audit in accordance with the professional standards applicable in France. Those standards require that we plan and perform the audit to obtain reasonable assurance whether the financial statements are free of material misstatement. An audit involves performing procedures, by audit sampling and other selective testing methods, to obtain audit evidence about the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used, the significant estimates made by the management, and the overall financial statements presentation. We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. In our opinion, the financial statements present fairly, in all material respects, the financial position of the company at December 31, 2009 and the results of its operations for the year then ended, in accordance with the accounting rules and principles applicable in France. II. JUSTIFICATION OF ASSESSMENTS In accordance with the requirements of article L of the French commercial code (Code de Commerce) relating to the justification of our assessments, we bring to your attention the following matters: Note 1 Accounting policies of the financial statements describes the accounting methods relating to the investments. This information is completed by additional information in link with this closing, delivered in note 6 Investments. As part of our assessment of the accounting methods followed by your company, we examined the available documentation, assessed the reasonableness of the estimates and verified that the footnotes give adequate information on the assumptions used therein. These assessments were made as part of our audit of the financial statements taken as a whole and, therefore, contributed to our audit opinion expressed in the first part of this report. III. SPECIFIC VERIFICATION AND INFORMATION We have also performed the specific verifications required by French law. We have no matters to report regarding the following: the fair presentation and consistency with the financial statements of the information given in the directors report and in the documents addressed to the shareholders with respect to the financial position and the financial statements; the fair presentation of the information given in the directors report in respect of remunerations and benefits granted to the relevant directors and any other commitments made in their favour in connection with, or subsequent to, their appointment, termination or change in current function. In accordance with French law, we have ensured that the required information concerning the purchase of investments and controlling interests and the names of the principal shareholders and holders of voting rights has been properly disclosed in the directors report. Lyon and Paris, March 10, 2010 The Statutory Auditors Ernst & Young Audit Cabinet Didier Kling & Associés Sylvain Lauria Daniel Mary-Dauphin Christophe Bonte Didier Kling

151 Registration document 2009 / Casino Group Parent company financial statements I 149 Income statement for the years ended 31 December 2009 and 2008 millions NOTES Operating income Operating expense 1 (112.4) (96.3) Operating profit Net financial income Recurring profit before tax Non-recurring income/(expense) 3 (26.3) (77.8) Income tax (expense)/benefit NET PROFIT FOR THE PERIOD

152 150 I Parent company financial statements Registration document 2009 / Casino Group Balance sheet for the years ended 31 December 2009 and 2008 ASSETS millions NOTES FIXED ASSETS Intangible assets Amortisation and impairment (0.9) (0.6) Property, plant and equipment Depreciation (3.9) (2.7) Long-term investments (a) 9, ,629.5 Impairment (18.0) (249.8) 6 9, ,379.6 Total fixed assets 9, ,406.1 CURRENT ASSETS Trade and other receivables (b) 7 4, ,912.1 Marketable securities Cash Total current assets 5, ,731.5 Accruals and other assets (b) TOTAL ASSETS 15, ,149.9 (a) o/w loans due within one year (b) o/w due beyond one year

153 Registration document 2009 / Casino Group Parent company financial statements I 151 EQUITY AND LIABILITIES millions NOTES Equity 10 7, ,304.1 Quasi-equity Provisions Borrowings 13 6, ,475.2 Trade payables Accrued taxes and employee benefits expense Other liabilities Total liabilities (a) 7, ,046.9 TOTAL EQUITY AND LIABILITIES 15, ,149.9 (a) o/w due within one year 1, ,538.8 due in one to five years 4, ,654.1 due beyond five years

154 152 I Parent company financial statements Registration document 2009 / Casino Group Cash flow statement for the years ended 31 December 2009 and 2008 millions OPERATING ACTIVITIES Net profit for the period Elimination of non-cash items Depreciation, amortisation and provisions (other than on current assets) (239.4) 44.4 (Gains)/losses on disposal of fixed assets Stock dividends received (197.2) Net cash provided by operations Change in working capital requirement operating activities (465.4) (456.5) Net cash from operating activities (250.7) (245.5) INVESTING ACTIVITIES Purchases of fixed assets (431.3) (176.6) Proceeds from disposals of fixed assets Change in working capital requirement investing activities (0.5) (41.3) Change in loans granted Net cash from investing activities (114.2) (198.5) FINANCING ACTIVITIES Dividends paid to shareholders (284.3) (257.6) Proceeds from issuance of shares for cash (3.0) 8.3 (Purchases)/sales of treasury shares and valuation adjustments Issue of deeply subordinated perpetual bonds Proceeds from new borrowings 2, ,362.4 Repayments of borrowings (982.5) (1,286.0) Net cash from financing activities (172.9) CHANGE IN CASH AND CASH EQUIVALENTS (616.9) Cash and cash equivalents at beginning of year ,334.6 Cash and cash equivalents at year-end 1,

155 Registration document 2009 / Casino Group Parent company financial statements I 153 Notes to the financial statements SIGNIFICANT ACCOUNTING POLICIES Generalities The financial statements have been prepared in accordance with French generally accepted accounting principles (1999 general chart of accounts, approved by decree of 22 June 1999), applied consistently from one period to the next. Intangible assets Effective from 29 January 2005, in accordance with standard of 4 May 2004, the deficit arising from merger transactions due to technical reasons is automatically recognised in intangible assets. Intangible assets are stated at cost and primarily correspond to goodwill, software and technical deficits arising from merger transactions. Where appropriate, goodwill is written down to its fair value, determined based on earnings outlooks for the entities concerned. Software is amortised over a period of three years. Property, plant and equipment Property and equipment are stated at cost. Depreciation is calculated using the straight-line or reducing balance method, with residual values deemed to be zero. Acce lerated capital allowances, corresponding to the difference between depreciation expense calculated by the reducing balance method for tax purposes and that calculated by the straight-line method, are recorded under provisions. The main depreciation periods are as follows: Asset category Depreciation period Buildings 40 years Fixtures, fittings and refurbishments 5 to 12 years Equipment 5 to 10 years The depreciable amount is the cost of property, plant and equipment with a nil residual value. Property, plant and equipment acquired through mergers or asset transfers are depreciated over the remaining depreciation period applied by the company that originally held the assets concerned. Long-term investments Investments in subsidiaries and associates are stated at the lower of cost and fair value. However, treasury shares recorded under long-term investments are not remeasured to fair value when the Company intends to cancel them. Fair value is determined using a number of indicators, including (i) Casino, Guichard-Perrachon s equity in the underlying net assets of the companies concerned at the balance sheet date; (ii) profitability criteria; (iii) earnings outlooks; (iv) the share price for listed companies; and (v) the usefulness of the companies for the Group. Further information on investments in subsidiaries and associates is provided in Note 6 Long-term investments. A similar method of determining fair value is also used where appropriate for the Company s other long-term investments. In accordance with opinion no C issued by the CNC s Emerging Accounting Issues Committee on 15 June 2007, Casino, Guichard-Perrachon has elected to capitalise transaction costs on the acquisition of long-term investments and defer them over a period of five years as of 1 January Marketable securities Marketable securities are stated at the lower of cost and probable realisable value. In the case of treasury shares, probable realisable value corresponds to the average share price for the last month of the year. Treasury shares held for allocation to employees on the exercise of stock options are written down on a plan-by-plan basis if their carrying amount exceeds the option exercise price. Probable realisable value of other categories of marketable securities also corresponds to the average market price for the last month of the year.

156 154 I Parent company financial statements Registration document 2009 / Casino Group Notes to the parent company financial statements SIGNIFICANT ACCOUNTING POLICIES Receivables Receivables are stated at their nominal value. Provisions are booked to cover any default risks. Exchange differences on translating foreign operations Assets and liabilities denominated in foreign currencies are translated into euros at the rate prevailing on the balance sheet date and gains or losses arising on translation are recorded in the balance sheet under Unrealised exchange gains or Unrealised exchange losses. A provision is recorded for unrealised exchange losses. Provisions In accordance with CRC standard relating to liabilities, the company records a provision to cover its obligations to third parties where the settlement of the obligation is expected to result in an outflow of resources embodying economic benefits for the third party and where the amount concerned can be estimated with sufficient reliability. The Company grants its employees retirement bonuses, determined on the basis of length of service. In accordance with CNC recommendation 2003 R-01, the projected benefit obligation representing the full amount of the employees accrued entitlements is recognised in the balance sheet as a provision. The amount set aside is calculated using the projected unit credit method, taking into account payroll taxes. Actuarial gains and losses on retirement benefit obligations are recognised in profit by the corridor method. This method consists of recognising a specified portion of the net cumulative actuarial gains and losses that exceed the greater of (i) 10% of the present value of the defined benefit obligation and (ii) 10% of the fair value of any plan assets. The portion of actuarial gains and losses recognised for each defined benefit plan is the excess that fell outside the 10% corridor at the previous reporting date, divided by the expected average remaining working lives of the employees participating in that plan. The Company has also set up stock option plans for executives and employees. A provision is recorded when the carrying amount of the shares held for allocation on exercise of these options exceeds the option exercise price. The company applies standard CRC of 4 December 2008 on the accounting treatment of employee liability stock option and stock grant plans. This standard states that a liability is recognised when it is probable that the company will allot existing shares to plan beneficiaries. The is measured on the basis of the probable outflow of economic benefits, being the probable cost of purchasing the shares if they are not already held by the company or their entry cost on the date of their allocation to the plan. If the stock options or stock grants are contingent upon the employee s presence in the company for a specific vesting period, the liability is deferred over that vesting period. No liability is recognised for plans settled in new shares. Application of this standard had no impact on the financial statements as the Company had not decided at the year-end whether to settle the plans in existing or new shares. Other provisions correspond to specifically identified liabilities and charges. Currency and interest rate instruments The Company uses various financial instruments to reduce its exposure to currency and interest rate risks. The nominal amounts of forward contracts entered into by the Company are included in off-balance sheet commitments. Gains and losses arising on interest rate hedges are recognised in the income statement on an accruals basis. Recurring profit Recurring profit includes all income and expense relating to the Company s ordinary activities. Non-recurring income/(expense) Non-recurring income and expense result from events or tran sactions that do not relate to Casino, Guichard-Perrachon s ordinary activities as a holding company in view of their nature, frequency or amounts. Income tax expense Casino, Guichard-Perrachon is the head of a tax group that includes the majority of its subsidiaries (85 at 31 December 2009). Each company in the tax group accounts for taxes as if it were taxed on a stand-alone basis.

157 Registration document 2009 / Casino Group Parent company financial statements I 155 NOTES TO THE INCOME STATEMENT AND BALANCE SHEET NOTE 1 OPERATING PROFIT BREAKDOWN millions Revenue from services (excluding VAT) Other revenue Reversals of provisions Operating income Purchases and external charges (85.3) (73.9) Taxes other than on income (2.5) (1.8) Employee benefits expense (21.0) (18.4) Additions to depreciation, amortisation, impairment and provisions: non-current assets (1.4) (1.4) provisions for contingencies (1.4) (0.3) Other expenses (0.8) (0.6) Operating expense (112.4) (96.3) OPERATING PROFIT Expense transfers break down as follows: millions Purchases and external charges 0.5 Employee benefits expense Additions to depreciation, amortisation and provisions Expense transfers REVENUE FROM SERVICES (EXCLUDING VAT) millions Seconded employees Brand royalties Other Revenue from services (excluding VAT) As the parent and holding company for Groupe Casino, Casino, Guichard-Perrachon s revenue mainly corresponds to royalties received from subsidiaries for the use of trademarks and brands owned by the company, as well as management fees billed to subsidiaries. Casino, Guichard-Perrachon generates 98% of its revenue with companies based in France.

158 156 I Parent company financial statements Registration document 2009 / Casino Group Notes to the parent company financial statements NOTES TO THE INCOME STATEMENT AND BALANCE SHEET AVERAGE NUMBER OF EMPLOYEES Number of employees Managers Supervisors 2 1 Other Total NOTE 2 FINANCIAL INCOME AND EXPENSE millions Income from investments in subsidiaries and associates: Distribution Casino France - Immobilière Groupe Casino Casino Restauration - Finovadis Monoprix Vindémia Other Total Other investment income Other financial income Provision and impairment reversals Net income from disposals of marketable securities Financial income Interest expense: Bonds (275.9) (228.4) Additions to amortisation and provisions (29.7) (45.4) Other financial expense (162.4) (207.5) Net expense on disposals of marketable securities (7.7) (27.3) Total financial expense (475.7) (508.6) Net financial income/(expense) Other financial income and expense mainly comprises interest on current accounts with subsidiaries and gains and losses on interest-rate hedges. Net income and expense from disposals of marketable securities mainly included a 1.9 million gain on the Company s cash investments and a 3.6 million loss on sales of treasury shares. The main movements in provisions and impairment in 2009 were as follows: provision for impairment of Finovadis shares ( 25.5 million) and Géant Argentina shares ( 2.2 million); reversal of provision for impairment of Latic shares ( 17.6 million); reversal of provisions for liabilities recorded in relation to the redemption price of bonds indexed to the Casino share price ( 7.7 million). The main movements in provisions in 2008 were as follows: provision for impairment of Finovadis shares ( 24.2 million) and Tout Pour La Maison shares ( 5.1 million); provision for liabilities in relation to the redemption price of bonds indexed to the Casino share price ( 7.7 million); reversal of provisions for impairment of Marushka shares ( 61.3 million) and Latic shares ( 6.0 million).

159 Registration document 2009 / Casino Group Parent company financial statements I 157 NOTE 3 NET NON-RECURRING INCOME/(EXPENSE) millions Net gains/(losses) on disposals of intangible assets and property, plant and equipment Net gains/(losses) on disposals of investments in subsidiaries and associates (247.6) (10.8) (Gains)/losses on disposal of non-current assets (247.6) (10.8) Provision expense (26.1) (77.2) Provision reversals Other non-recurring expense (33.6) (3.9) Other non-recurring income Net non-recurring income/(expense) (26.3) (77.8) In 2009, net gains and losses on disposals of investments in subsidiaries and associates primarily included: loss generated on the dividend distribution in Mercialys shares ( 11.1 million); loss on the disposal of Finovadis shares ( million), fully provided for in prior years; loss on the contribution of Marushka shares to Tévir for 76.6 million, with a corresponding reversal of provisions for impairment of 81.7 million; loss on the disposal of Tout Pour La Maison shares to Distribution Casino France ( 6.7 million), with a corresponding reversal of provisions for impairment of the same sum. Other non-recurring income and expense mainly include a net charge of 8 million under the liability warranty granted on the disposal of Leader Price Polska, and net income of 6 million following the bond buyback and early unwinding of related hedging instruments. In 2008, net gains and losses on disposals of investments in subsidiaries and associates primarily included a 10.9 million loss on the disposal of Agentrics shares, fully provided for in prior years. NOTE 4 INCOME TAX BENEFIT millions Recurring profit Non-recurring income/(expense) (26.3) (77.8) Profit before tax Group relief Income tax benefit Net profit Casino Guichard-Perrachon is the head of the French tax group and would not have been taxable had it not elected for group tax relief. Group relief recorded by the company corresponds to tax savings arising from netting off the profits and losses of the companies in the tax group. A provision is recorded when it is probable that recognised tax savings will have to be repaid to subsidiaries. Where such repayment is not probable the amounts concerned are disclosed as off-balance sheet commitments. At 31 December 2009 the provision amounted to 82.1 million. The provision expense for the year was 13.5 million. As head of the French tax group, the Company s tax liability amounted to 23.0 million at 31 December This amount is included in Other liabilities (see Note 14). The tax group had no tax loss carryforwards under the group relief agreement at 31 December At that date, timing differences between book income and expenses and income and expenses for tax purposes gave rise to an unrecognised deferred tax asset of 18.2 million.

160 158 I Parent company financial statements Registration document 2009 / Casino Group Notes to the parent company financial statements NOTES TO THE INCOME STATEMENT AND BALANCE SHEET NOTE 5 INTANGIBLE ASSETS AND PROPERTY, PLANT AND EQUIPMENT BREAKDOWN millions Goodwill Other intangible assets Impairment (0.9) (0.6) Intangible assets Land and land improvements Depreciation Buildings, fixtures and fittings Depreciation (0.9) (0.8) Other property, plant and equipment Depreciation (2.9) (1.8) Property, plant and equipment Total intangible assets and property, plant and equipment, net MOVEMENTS DURING THE PERIOD millions Cost Amortisation and depreciation Net At 1 January (1.9) 19.1 Increases 9.5 (1.4) 8.1 Decreases (0.6) - (0.6) At 31 December (3.3) 26.6 Increases 0.6 (1.4) (0.9) Decreases (0.1) (0.1) At 31 December (4.8) 25.6

161 Registration document 2009 / Casino Group Parent company financial statements I 159 NOTE 6 LONG-TERM INVESTMENTS BREAKDOWN millions Investments in subsidiaries and associates 9, ,585.9 Impairment (1) (18.0) (249.8) 9, ,336.1 Loans Impairment Other Impairment Long-term investments 9, ,379.6 (1) In accordance with the accounting policies described in the section Summary of Significant Accounting Policies, at 31 December 2009 the Company measured the fair value of its investments in subsidiaries based either on market value, as assessed by an independent valuer where appropriate, or on value in use determined by the discounted cash flows method. The future cash flows used to determine value in use were calculated based on the Group s budget and business plan out to 2015, using the following rates: Region Growth rate (i) Terminal value (x EBITDA) (ii) After-tax discount rate (iii) France (retailing) 0.60% to 2.60% % France (other businesses) (iv) 0.00% to 1.60% % to 9.25% Argentina 16.00% % Colombia 9.20% % Uruguay 7.50% % Venezuela 30.80% % Asia 2.50% % Indian Ocean 3.20% % to 13.10% (i) The growth rate for the cash flow projection period includes the expected increase in the consumer price index, which is very high in some countries. (ii) Terminal value is calculated using an EBITDA multiple achieved in comparable transactions. (iii) The discount rate corresponds to the weighted average cost of capital (WACC) in each country. WACC is calculated by taking account of the sector s indebted beta, the historical observed market risk premium and the Group s cost of debt. (iv) For the e-commerce business, terminal value is based on a 2.9% perpetual rate of growth in annual sales. An independent valuation was carried out for GPA during December 2009 and January 2010, which did not lead to the recognition of any impairment at 31 December The main assumptions underlying this independent valuation were: GPA s value in use was estimated on the basis of discounted future cash flows supported by a multi-criteria analysis based on share prices and comparable transaction multiples. The discounted cash flows method was considered to be fundamental for GPA. It was based on three-year projected cash flows approved by management and a further two years of estimated cash flows and a terminal value. The key assumptions include discount rate (9.2%), perpetual growth rates for revenue, and the EBITDA multiple used to calculated terminal value (10.4x). At 31 December 2009, a 1,000 basis-point increase in the discount rate or a 4.6-point decrease in the EBITDA multiple would have been required to reduce value in use to the carrying amount. A list of the Company s subsidiaries and associates is provided at the end of this document.

162 160 I Parent company financial statements Registration document 2009 / Casino Group Notes to the parent company financial statements NOTES TO THE INCOME STATEMENT AND BALANCE SHEET MOVEMENTS DURING THE PERIOD millions Cost Amortisation and depreciation Net At 1 January ,491.7 (299.2) 9,192.5 Increases (29.4) Decreases (58.1) At 31 December ,629.4 (249.8) 9,379.6 Increases (27.8) Decreases (871.7) (612.1) At 31 December ,390.6 (18.0) 9,372.6 Increases in long-term investments in 2009 correspond mainly to: acquisition of Tévir shares for million in exchange for the contribution of Marushka BV shares; acquisition of additional Mercialys shares for million, including million received in dividends from Immobilière Groupe Casino; acquisition of additional Distribution Casino France shares for 10.1 million; subscription to the GreenYellow Holding share issue for 6.9 million; increase in the loan to Super de Boer for 5.0 million. Decreases in long-term investments in 2009 included: sale of Finovadis shares for million; sale of Tout Pour la Maison shares for 6.7 million; contribution of Marushka shares to Tévir (also a Casino Guichard-Perrachon subsidiary) for million; dividend distribution in Mercialys shares for million; repayment of the loan granted to Super de Boer for 15.0 million. NOTE 7 TRADE AND OTHER RECEIVABLES millions Trade receivables Other operating receivables Other receivables Provisions for impairment of other receivables (0.5) (5.3) Current account advances 4, , , ,812.3 Trade and other receivables 4, ,912.1 At 31 December 2009, trade and other receivables included million in accrued income, primarily corresponding to Casino, Guichard-Perrachon s share of the 2009 profits of companies whose bylaws provide for profit to be distributed as of the balance sheet date. These accrued profit shares totalled million in 2009 ( 84.7 million in 2008) and mainly concerned Immobilière Groupe Casino. All of the Company s trade and other receivables are due within one year.

163 Registration document 2009 / Casino Group Parent company financial statements I 161 NOTE 8 NET CASH AND CASH EQUIVALENTS millions Mutual fund units Treasury shares 4.4 Provisions for impairment in value of treasury shares Marketable securities Cash Bank overdrafts (10.4) (1.1) Commercial paper issued (*) (43.7) (97.6) Short-term credit facilities (0.9) (3.1) Total short-term bank credit facilities (55.0) (101.8) Net cash and cash equivalents 1, (*) 3-month rollover notes. The fair value of mutual fund units approximates their carrying amount. TREASURY SHARES Marketable securities Long-term investments 2009 Total 2008 Total Number of shares held At 1 January 0 75,314 75, ,960 Shares purchased 4,948,851 17,999 4,966,850 3,981,557 Shares sold (4,863,851) (93,313) (4,957,164) (4,144,203) At 31 December 85, ,000 75,314 Value of shares held (in millions) At 1 January Shares purchased Shares sold (244.6) (4.3) (248.9) (281.6) At 31 December Average purchase price per share (in ) % of share capital Underlying net assets (in millions) In February 2005, Casino Guichard-Perrachon signed a liquidity contract with Rothschild & Cie Banque authorising Rothschild & Cie to trade in the Company s shares on Euronext Paris in order to ensure a liquid market for the shares. The Company allocated 700,000 ordinary shares and the sum of 40.0 million to the liquidity account. At 31 December 2009, no Casino, Guichard-Perrachon shares were held under the contract. At the year-end, the company owned 85,000 ordinary shares with a par value of Their aggregate quoted market value at 31 December 2009 was 5.3 million. Based on the average quoted price for the month of December, no impairment provisions were required at the year-end. At 31 December 2009, no stock options had been granted.

164 162 I Parent company financial statements Registration document 2009 / Casino Group Notes to the parent company financial statements NOTES TO THE INCOME STATEMENT AND BALANCE SHEET NOTE 9 ACCRUALS AND OTHER ASSETS millions Bond issue premium Prepaid expenses Unrealised exchange losses Total accruals and other assets Bond issue premiums are amortised on a straight-line basis over the life of the bonds. NOTE 10 EQUITY CHANGES IN EQUITY, BEFORE AND AFTER APPROPRIATION OF NET PROFIT millions Share capital Additional paid-in capital 3, ,912.7 Legal reserve: before appropriation of net profit after appropriation of net profit Available reserves Special long-term capital gains reserve: before appropriation of net profit after appropriation of net profit Retained earnings: before appropriation of net profit 2, ,781.0 after appropriation of net profit 2, ,651.9 Profit for the period: before appropriation of net profit after appropriation of net profit Untaxed provisions Total equity before appropriation of net profit 7, ,304.1 after appropriation of net profit 6, ,019.2

165 Registration document 2009 / Casino Group Parent company financial statements I 163 CHANGES IN EQUITY millions At 1 January 7, ,396.4 Profit for the period Dividend payout for the prior year (581.2) (257.6) Issuance of new shares 1.7 Increase in additional paid-in capital Other movements (2.8) (44.5) At 31 December 7, ,304.1 The increase in share capital and additional paid-in capital stemmed from the issuance of 9,373 new shares on exercise of stock options. Other movements comprise the deduction from additional paid-in capital of expenses incurred on the conversion of nonvoting preferred shares into ordinary shares. MOVEMENTS IN SHARE CAPITAL AND THE NUMBER OF SHARES At 1 January 112,358, ,116,672 Shares issued to the employee share ownership plan 800,000 Stock grants 77,169 Shares issued on exercise of stock options 9, ,222 Cancellation of shares (14,589,469) (836,276) Conversion of preferred non-voting shares into ordinary shares (*) 12,505,254 Shares issued to minority shareholders in connection with mergers 42 At 31 December 110,360, ,358,660 (*) On 15 June 2009, Casino converted all its 14,589,469 preferred non-voting shares into 12,505,254 ordinary shares on the basis of six ordinary shares for seven preferred non-voting shares, following approval at a special class meeting of holders of preferred non-voting shares and at the annual general meeting of shareholders on 19 May This conversion reduced the share capital by 3,188, The preferred non-voting stock was transferred to the delisted compartment of NYSE Euronext Paris, where fractional rights were tradable until 15 December The aim of the transaction was to simplify the company s capital structure and enhance its stock market profile by increasing the free float. At 31 December 2009, the share capital was divided into 110,360,987 ordinary shares with a par value of 1.53 each. POTENTIAL DILUTION Number of shares at 31 December 110,360, ,358,660 Share equivalents: exercise of stock options 1,405,644 2,071,590 Total number of potential shares following exercise of share equivalents 111,766, ,430,250

166 164 I Parent company financial statements Registration document 2009 / Casino Group Notes to the parent company financial statements NOTES TO THE INCOME STATEMENT AND BALANCE SHEET NOTE 11 QUASI-EQUITY In 2005, Casino, Guichard-Perrachon issued 600 million worth of deeply subordinated perpetual bonds (TSSDI). As these bonds are undated, they are classified as Quasi-equity. They are direct commitments with no collateral and are subordinated to all other liabilities. Accrued interest on the bonds is included under Miscellaneous borrowings. NOTE 12 PROVISIONS BREAKDOWN Provisions for foreign exchange losses Provisions for potential reversal of income tax saving Provision for Exito equity swap (1) Provision for other liabilities (2) Provisions for charges Total provisions for liabilities and charges (1) On 19 December 2007, Casino announced an amendment to the shareholders agreement entered into with Exito on 7 October On the same date, the minority shareholders of Suramericana de Inversiones S.A. and other Colombian strategic partners entered into reciprocal put and call options with Citi on their interests in Exito (6.9% and 5.1% respectively). On 8 January 2008, Grupo Nacional de Chocolates SA sold its 2.0% interest in Exito to Citi. Consequently, these partners have renounced the put option granted to them under the historical shareholders agreement with Casino, thereby releasing Casino from its commitment to purchase their stakes in Exito. After Grupo Nacional de Chocolates SA, Suramericana sold its 6.9% interest in Exito to Citi on 19 January 2010 for COP 21,804. The put options on the 5.1% owned by other Colombian strategic partners are exercisable for a period of three months from 16 December 2010, 2011, 2012, 2013 and The call option is exercisable by Citi for a period of three months from 16 March The exercise price of the options is the higher of: a fixed price of COP 19,477 per share, revalued for inflation at +1%; a multiple of EBITDA less net financial debt; a multiple of sales less net financial debt; the average quoted share price over the preceding six months. In line with these transactions, on 8 January 2008 and 19 January 2010 Casino entered into a total return swap (TRS) with Citi on the 2.0% and 6.9% interests in Exito acquired from Chocolates and Suramericana respectively, with net settlement due in cash. The TRS is valid for three years and three months. Casino also undertook to enter into further TRS contracts on the combined interests of the other partners (5.1% in total) subject of the call and put options referred to above. At maturity of the TRS contract, Casino will receive the difference between the market price (sale price of Citi s interest) and (i) a minimum sum of COP 19,477 per share for the interest sold by Chocolates and (ii) a minimum sum of COP 21,804 for the interest sold by Suramericana, if positive, and will pay the difference to Citi if negative. The TRS on the 5.1% interest held by the other Colombian strategic partners will have the same terms and conditions as the Chocolates and Suramericana TRSs and will be effective for a maximum period of three years and three months from the date of exercise of the relevant call or put options. Casino will receive or pay as applicable the difference between the sale price of the interest on the market and the TRS entry price (i.e. the sale price paid by Citi to the minority shareholders on the basis described above). Casino has no contractual commitment nor the option to purchase the shares from Citi at maturity of the TRS (net settlement in cash). The main risk for Casino is that the sale price received by Citi at maturity of the TRS could be lower than the price paid by Citi to the Colombian shareholders, and that Casino could be obliged to pay Citi the difference, if negative, between the entry price (minority shareholders put exercise price) and the exit price (market sale price received by Citi). The risk has been measured on the basis of several factors: The exercise price by the shareholders holding the 5.1% interest in Exito, which itself depends on when they elect to exercise their put according to their assessment of market conditions and Exito s future performance. The term of each TRS, which is a maximum of three years and three months from the exercise date of the relevant put by the Colombian partners. The market value of Exito shares on maturity of the TRSs. An independent bank has carried out several simulations to determine the best time for the minority shareholders to exercise their put options. It has also estimated the market value of Exito shares at maturity of the TRSs using a multi-criteria approach based on forecast operating performance as set out in Exito s business plan, investor expectations and Exito s share price. Given the specific features of these TRSs and the estimated associated risk (the share price was COP 19,500 on 31 December 2009), the Group made a 10 million provision reversal at the year-end, reducing the provision to 17 million on 31 December 2009, which corresponds to the central case simulation. The high case (more optimistic) and low case (less optimistic) simulations give a risk of 2 million and 28 million respectively. (2) Provisions for other liabilities mainly comprise tax risks (Casino has received a demand for back taxes in respect of 2006, which has been contested) and the risk related to the negative net equity position of some Group subsidiaries.

167 Registration document 2009 / Casino Group Parent company financial statements I 165 MOVEMENTS DURING THE PERIOD millions At 1 January Additions Reversals (1) (31.7) (2.9) At 31 December o/w operating (1.8) (2.1) o/w financial (7.7) 7.8 o/w non-recurring Total (4.9) 81.5 (1) Including reversals of surplus provisions totalling 11.1 million in 2009 and 0.2 million in RETIREMENT OBLIGATIONS Provision for retirement obligations ( millions) Provision at 1 January 2009 Movement for the period Provision at 31 December 2009 Unrecognised actuarial gains and losses Obligation at 31 December 2009 Projected benefit obligation (0.7) 0.7 Fair value of plan assets Provision (0.7) 0.7 Provision movements ( millions) Interest cost Expected return on plan assets Service cost Recognised actuarial gains and losses Cost for the period Benefits/ contributions paid Movement for the period Projected benefit obligation Fair value of plan assets Provision The main actuarial assumptions used in 2009 to calculate the benefit obligation were as follows: discount rate: 4.9% (determined by reference to the Bloomberg 15-year AA corporate composite index); rate of future salary increases: 2.5%; retirement age: 64; expected return on plan assets: 3.94%.; mortality table: TGH05/TGF05; payroll taxes: 38%.

168 166 I Parent company financial statements Registration document 2009 / Casino Group Notes to the parent company financial statements NOTES TO THE INCOME STATEMENT AND BALANCE SHEET NOTE 13 BORROWINGS BREAKDOWN millions Bonds 5, ,297.1 Other borrowings Spot loans and confirmed credit facilities Bank overdrafts Sub-total 5, ,713.4 Miscellaneous borrowings 1, Total borrowings 6, ,475.2 MATURITIES OF BORROWINGS millions Due within one year 1, Due in one to five years 4, ,632.6 Due beyond five years Total 6, ,475.2 NET DEBT millions Total borrowings 6, ,475.2 Marketable securities (455.9) (87.1) Cash (723.0) (732.4) Net debt 5, ,655.7 Total borrowings include million in accrued interest.

169 Registration document 2009 / Casino Group Parent company financial statements I 167 BREAKDOWN OF BORROWINGS millions Interest rate Effective interest rate Amount ( m) Term Due Hedging (i) Bonds 2010 bonds Fixed rate 5.25% years April 2010 FRB FLOORS CAPS FRL USD Private placement notes Fixed rate 6.46% years November 2011 FRB FRL 2011 bonds Fixed rate 4.75% years July 2011 FRB FRL 2012 bonds Fixed rate 6.00% years February 2012 FRB FLOORS FRL 2012 bonds Fixed rate 7.88% years August 2012 FRB FLOORS FRL 2013 bonds Fixed rate 6.38% ,199 5 years April 2013 FRB FRL FRA CAPS 2014 bonds Fixed rate 4.88% years April 2014 FRB FRL 2015 bonds Fixed rate 5.50% years January 2015 FRB FRL Total bonds 4,880.5 Calyon structured loan Variable rate years June 2013 FRB FRL Schuldschein loan Variable rate years May 2013 Not hedged Total bank borrowings Other Spot loans and confirmed credit facilities 0.9 Bank overdrafts 10.4 Commercial paper 43.7 Miscellaneous borrowings (ii) 1,031.6 Accrued interest Total other borrowings 1,279.8 Total borrowings 6,473.8 (i) FRB (fixed rate borrower) FRL (fixed rate lender) - FRA (forward rate agreement). (ii) Including Géant Holding BV loan for million, Gelase loan for million and Marushka BV loan for million.

170 168 I Parent company financial statements Registration document 2009 / Casino Group Notes to the parent company financial statements NOTES TO THE INCOME STATEMENT AND BALANCE SHEET The Company also has the following confirmed lines of credit: CONFIRMED BANK LINES OF CREDIT millions Amount of the facility Drawdowns Due Confirmed bank lines of credit Variable rate Confirmed bank lines of credit (1) Variable rate Syndicated lines of credit (1) Variable rate 1, Total 1, ,473.8 None of the Company s borrowings are secured by collateral. (1) At 31 December 2009, the Company s main covenants were as follows: The three confirmed credit lines obtained in 2009 are subject to a consolidated net debt to consolidated EBITDA(*) ratio of < 3.7. Some of the older confirmed credit lines are also subject to the same ratio whilst others are subject to a ratio of < 4.3. The definition of consolidated net debt differs slightly for the old and new credit lines. The ratios stood at 2.30 and 2.20 respectively at 31 December The ratios applicable to the US Private Placement Notes are as follows: Ratio Required Actual 31 December 2008 Consolidated net debt/consolidated EBITDA < Consolidated net debt/consolidated equity < Consolidated intangible assets/consolidated equity < (*) EBITDA (earnings before interest, taxes, depreciation and amortisation) = trading profit plus operating depreciation and amortisation. INTEREST RATE RISK millions Due within one year Due in one to five years Due beyond five years Bonds , Other borrowings Total borrowings , Marketable securities Cash Total cash and cash equivalents France 1,178.9 Net position before hedging (333.2) Off-balance sheet items 2,028.5 Interest rate swap (fixed rate lender) 5,064.0 Interest rate swap (fixed rate borrower) (3,035.5) Net position after hedging 1,695.3 Net position to be rolled over within one year (1) 1,695.3 Effect of a 1-point change in interest rates 16.9 Average remaining duration of hedges Effect of a 1-point change in interest rates on finance costs finance costs, net Effect of a 1-point change in interest rates, as a % of finance costs, net 6.03% (1) Adjustable rate borrowings are considered as maturing on the interest reset date. The above total does not include liabilities not exposed to interest rate risk, corresponding mainly to accrued interest.

171 Registration document 2009 / Casino Group Parent company financial statements I 169 NOTE 14 OTHER LIABILITIES millions Other Miscellaneous payables Deferred income Other liabilities o/w due within one year o/w loans due beyond one year Other liabilities include 65.3 million in accrued expenses. NOTE 15 TRANSACTIONS AND BALANCES WITH RELATED COMPANIES millions ASSETS Investments in subsidiaries and associates 8, ,583.0 Loans and advances to subsidiaries and associates 10.5 Trade receivables Other 4, ,478.5 LIABILITIES Borrowings 1, ,411.3 Trade payables Other INCOME STATEMENT Financial income Financial expense Dividends Related companies correspond solely to Group companies that are fully consolidated.

172 170 I Parent company financial statements Registration document 2009 / Casino Group Notes to the parent company financial statements NOTES TO THE INCOME STATEMENT AND BALANCE SHEET NOTE 16 OFF-BALANCE SHEET COMMITMENTS COMMITMENTS ENTERED INTO IN THE ORDINARY COURSE OF BUSINESS millions Bonds and guarantees received from banks 0.1 Undrawn confirmed lines of credit 1, ,843.4 Total commitments received 1, ,843.5 Bonds and guarantees given (1) ,068.5 Other commitments given Total commitments given ,069.2 Interest rate hedges nominal amount (2) 8, ,074.2 Interest rate swaps 7, ,549.2 Floors Future Rate Agreement Caps Swaptions 50.0 Other reciprocal commitments Total reciprocal commitments 8, ,074.3 (1) Including million concerning related companies at 31 December (2) Financial instruments are used solely for hedging purposes. At 31 December 2009, the fair value of these instruments totalled 42.5 million, breaking down as follows: Type of instrument Number of contracts Fair value O/w accrued interest and premiums recognised in the balance sheet Interest rate swaps Floors Future Rate Agreement 14 Caps 9 Swaptions Total Aggregate accrued training rights under the Droit Individuel à la Formation (D.I.F.) system represented 2,061 hours at 31 December At 31 December 2008, the total was 1,623 hours. The number of hours used during the year was not material. OTHER COMMITMENTS millions Seller s warranty given in connection with the disposal of: Polish businesses Smart&Final shares Total commitments given Citi/Exito equity swap (2) Written put options (3) 1, ,260.5 Monoprix (3.1) 1, ,200.0 Uruguay (3.2) Other 0.2 Other reciprocal commitments Total reciprocal commitments 1, ,260.5

173 Registration document 2009 / Casino Group Parent company financial statements I 171 (1) The Group gave the customary warranties to the buyers of its Polish businesses in The warranty given to the buyer of Leader Price Polska covers undisclosed liabilities dating back prior to the sale for an amount of up to 17 million and a period of up to 18 months, or 50 million for tax liabilities for a period corresponding to the statute of limitations for tax claims. Following a claim under this warranty, in September 2009 the arbitration board ordered the Group to pay and recognise as a liability the sum of 14 million. Casino has appealed against this ruling. The residual risk of 36 million is purely theoretical as Leader Price Polska has already been subject to two tax audits during the warranty period. However, Casino has received a new claim for 6 million, which is believes to be unfounded. (2) See note 12 on Provisions for details of the Exito total return swap. (3) Under the terms of the option contracts, the exercise price of written put and call options may be determined using earnings multiples, based on the latest published earnings for options exercisable at any time and earnings forecasts or projections for options exercisable as of a given future date. In many cases, the put option written by the Group is matched by a call option written by the other party. For these options, the value shown corresponds to that of the written put. (3.1) Monoprix : on 22 December 2008, Casino and Galeries Lafayette signed an amendment to their March 2003 strategic agreement which suspends the exercise of their respective put and call options on Monoprix shares for three years. As a result, Casino s call on 10% of Monoprix s outstanding shares and Galeries Lafayette s put on 50% of Monoprix s capital will be exercisable only as of 1 January The other terms and conditions of exercise remain unchanged. The other terms of the March 2003 strategic agreement remain unchanged. The Group commissioned an independent valuation at 31 December The independent expert estimated the value of 100% of Monoprix shares at between 2,100 and 2,600 million. The contingent liability covering 50% of Monoprix shares has been disclosed at a value of 1,200 million. (3.2) Disco Uruguay : Disco Uruguay: Groupe Casino has granted a put option on 29.3% of Disco s capital to the family shareholders. The option is exercisable until 21 June 2021 at a price based on the Disco sub-group s consolidated operating profit, with a floor of US$51.7 million plus interest at 5% per year. Groupe Casino has granted the Diniz family, with whom it exercises joint control over GPA in Brazil, two put options on shares in GPA s head holding company, corresponding to 0.4% and 7.6% of GPA s share capital respectively. The first put option is exercisable as of 2012 if the Group exercises its right to elect the Chairman of the Board of Directors of the holding company in that year. If the first put option is exercised, the second will be exercisable for a period of eight years as of June The Group has a call option on the shares covered by the first put option representing 0.4% of GPA s share capital. This option is exercisable under certain conditions. At 31 December 2009, the Company also had a call option on 40% of Banque du Groupe Casino shares. The option is exercisable until June 2025 with 18 months notice. MATURITIES OF CONTRACTUAL COMMITMENTS Payments due by period millions Due within one year Due in one to five years Due beyond five years Total Long-term borrowings 1, , ,473.8 Non-cancellable written puts , ,261.2 Total 1, , ,735.0 NOTE 17 CURRENCY RISK Millions USD Assets 16.0 Liabilities (265.4) Net position before hedging (249.4) Off-balance sheet positions Net position after hedging (87.5)

174 172 I Parent company financial statements Registration document 2009 / Casino Group Notes to the parent company financial statements NOTES TO THE INCOME STATEMENT AND BALANCE SHEET NOTE 18 EQUITY RISK Carrying amount of treasury shares 4.4 Fair value 4.6 Impairment Impact of a 10% decrease in the share price (0.2) NOTE 19 COMPENSATION AND BENEFITS PAID TO DIRECTORS AND OFFICERS millions Compensation paid Loans and advances NOTE 20 CONSOLIDATION Casino, Guichard-Perrachon is consolidated by Rallye SA. NOTE 21 SUBSEQUENT EVENTS Bond exchange On 26 January 2010, the Group launched an offer to exchange its 2012 and 2013 bonds for a new bond maturing February 2017 and paying interest equivalent to midswap plus 135 basis points. A total of 888 million worth of the new bonds have been issued. Qualifying holders tendered around 1.5 billion in notes, reducing the bond redemptions due in 2012 and 2013 by, respectively, 440 million and 354 million. Commercial paper issue In early February 2010, the Group made two issues of commercial paper for an amount of, respectively, 110 million maturing on 4 March 2010 and 50 million maturing on 8 March The notes pay interest at, respectively, one-month Euribor plus basis points and one-month Euribor plus 5.5 basis points.

175 Registration document 2009 / Casino Group Parent company financial statements I 173 Five-year financial summary Capital at the year-end Share capital ( millions) Number of outstanding shares with voting rights (1) 110,360,987 97,769,191 96,992,416 96,798,396 96,774,539 Number of outstanding preferred non-voting shares 14,589,469 15,124,256 15,124,256 15,128,556 Number of A series share warrants Number of B series share warrants Number of C series share warrants 2,686,190 Results of operations ( millions) Revenue (excluding VAT) Profit before tax, employee profit-sharing, depreciation, amortisation and provisions Income tax expense (116.9) (83.8) (56.5) (157.8) (90.4) Employee profit-sharing Net profit/(loss) for the period Dividends paid on voting shares Dividends paid on non-voting shares Total dividend payout Per share data ( ) Weighted average shares outstanding during the year 110,159, ,407, ,651, ,406, ,209,701 Earnings per share after tax and employee profit-sharing but before amortisation, depreciation and provisions Net profit/(loss) for the period Dividend paid per voting share 2.65 (3) Dividend paid per non-voting share (3) Employee data Number of employees (full-time equivalent) Total payroll (2) ( millions) Total benefits ( millions) (1) The increase in the number of outstanding shares with voting rights in 2009 reflects the issuance of 9,373 ordinary shares on exercise of stock options, 77,169 ordinary shares in share grants and 12,505,254 ordinary shares in exchange for the 14,589,469 preferred non-voting shares. (2) Excluding discretionary profit-sharing. (3) Out dividends in kind.

176 174 I Parent company financial statements Registration document 2009 / Casino Group List of subsidiaries and associates (In millions or millions of currency units where specified) Share capital Equity * % ownership Number of shares held Carrying amount Gross Net Loans and advances granted by the Company Guarantees given by the Company 2009 net sales 2009 net profit (loss) Dividends received by the Company in the prior year INVESTMENTS SHARES A - Data on investments whose carrying amount exceeds 1% of the share capital 1 SUBSIDIARIES (50% or more) RETAIL DISTRIBUTION CASINO FRANCE 1, Esplanade de France Saint-Étienne Cedex IMMOBILIÈRE GROUPE CASINO 1, Esplanade de France Saint-Étienne Cedex SÉGISOR 1, Esplanade de France Saint-Étienne Cedex CIT 1, Esplanade de France Saint-Étienne Cedex TÉVIR 1, Esplanade de France Saint-Étienne Cedex EASYDIS 1, Esplanade de France Saint-Étienne Cedex PACHIDIS 1, Esplanade de France Saint-Étienne Cedex THEIADIS 1, Esplanade de France Saint-Étienne Cedex INTEXA 1, Esplanade de France Saint-Étienne Cedex GREENYELLOW 1, Esplanade de France Saint-Étienne Cedex CASINO SERVICE 1, Esplanade de France Saint-Étienne Cedex BANQUE GROUPE CASINO avenue Kléber PARIS BOIDIS 1, Esplanade de France Saint-Étienne Cedex CASINO ENTREPRISE 1, Esplanade de France Saint-Étienne Cedex COMACAS 1, Esplanade de France Saint-Étienne Cedex VINDÉMIA 5, impasse du Grand Prado Sainte-Marie 46 3, ,570,770 3,276 3,276 9,896 (29) 100 1, ,089,304 1,130 1, ,121, ,040, (11) ,915, , (4) ,419, ,289, (1) , , (4) , , , (100) ,063, (2) , ,750, FOODSERVICE CASINO RESTAURATION 1, Esplanade de France Saint-Étienne Cedex ,860, (4) INTERNATIONAL SPICE INVESMENT MERCOSUR Circusivalocion Durango 383/ Officina 301 Montevideo - Uruguay GELASE Rue Royale Brussels LATIC 2711 CentervilleRoad - Wilmington Delaware États-Unis GPA Avenida Brigadeiro Luiz Antonio, São Paulo Brésil 8,306 UYP 7,737 UYP ,512,038, EUR 667 EUR ,476, USD , ,374 REAL 6,559 REAL ,600, ,232 REAL 592 REAL 1

177 Registration document 2009 / Casino Group Parent company financial statements I 175 (In millions or millions of currency units where specified) Share capital Equity * % ownership Number of shares held Carrying amount Gross Net Loans and advances granted by the Company Guarantees given by the Company 2009 net sales 2009 net profit (loss) Dividends received by the Company in the prior year 2 ASSOCIATES (10 to 50%) FRANCE MONOPRIX 14-16, rue Marc Bloch Clichy Cedex GEIMEX 15, rue du Louvre Paris URANIE 1, Esplanade de France Saint-Étienne Cedex INTERNATIONAL GÉANT HOLDING BV 1 Beemdstraadt MA Eindhoven MAGRO Route de Préjeux - 27 Sion - Suisse ,859, , (1) 10 (1) ,711, , CHF 13 CHF , B - Aggregated data for all other subsidiaries or associates 1 SUBSIDIARIES (not included in a- above) Various companies (2) INVESTMENTS (not included in a above) Other companies 2 2 TOTAL INVESTMENTS IN SUBSIDIARIES AND ASSOCIATES 9,361 9,328 Of which consolidated companies French companies Foreign companies 9,353 7,731 1,622 9,320 7,717 1,603 Of which non-consolidated companies French companies Foreign companies OTHER LONG-TERM INVESTMENTS MARKETABLE SECURITIES Casino shares 4 4 Mutual funds TOTAL Certain data was unavailable and is therefore not included in this table. (1) Data for (2) None of these companies have recorded significant losses. USD = US dollar UYP = Uruguayan peso EUR = Euro BRL = Brazilian real CHF = Swiss franc Information on investments in non-french subsidiaries is provided on a country-by-country basis in Note 6. As a result of the judgement applied when measuring the fair value of investments in foreign entities, provisions are not systematically recorded to write down their carrying amount to the amount of the Company s equity in the underlying net assets (see Note 6).

178 176 I Parent company financial statements Registration document 2009 / Casino Group Statutory Auditors Report on related party agreements and commitments Article L of the French Commercial Code This is a free translation into English of a report issued in French language and is provided solely for the convenience of Englishspeaking readers. This report should be read in conjunction with and construed in accordance with French law and professional auditing standards applicable in France. In our capacity as Statutory Auditors of Casino, Guichard- Perrachon, we present hereby report on certain related party agreements and commitments. AGREEMENTS AND COMMITMENTS AUTHORIZED AND ENTERED INTO DURING THE YEAR In accordance with article L of the French commercial code (Code de Commerce), we have been advised of certain related party agreements and commitments which received prior authorization from your Board of Directors. We are not required to ascertain the existence of any other agreements and commitments but to inform you, on the basis of the information provided to us, of the terms and conditions of those agreements [and commitments] indicated to us. We are not required to comment as to whether they are beneficial or appropriate. It is your responsibility, in accordance with Article R of the French commercial code (Code de Commerce), to evaluate the benefits resulting from these agreements and commitments prior to their approval. We performed those procedures which we considered necessary to comply with professional guidance issued by the national auditing body (Compagnie Nationale des Commissaires aux Comptes) relating to this type of engagement. These procedures consisted in verifying that the information provided to us is consistent with the documentation from which it has been extracted. Endorsement to the shareholder loan and cash management agreement concluded with Mercialys on September 8, 2005 Persons or legal entities involved: Ms. Catherine Soubie and Mr. Pierre Feraud Date authorized by the Board of Directors: March 4, 2009 Date of the endorsement to the contract: April 15, 2009 Term of the contract: in force as long as Casino, Guichard- Perrachon will control Mercialys. Nature, purpose and terms of the contract: Adjustment to the shareholder loan and cash management agreement concluded with Mercialys on September 8, This adjustment allows Mercialys to use its current account with Casino, Guichard-Perrachon in order to finance its activity in a limit of a credit balance of Euro 50 million charged EONIA + 50 bp. In 2009, Mercialy has not used this possibility. NEW PARTNERSHIP AUTHORIZED AND CONCLUDED WITH CASINO GUICHARD-PERRACHON IN 2009 AND APPROVED BY THE SHAREHOLDERS MEETING ON MAY 19, 2009 The new agreement concluded with Mercialys was effective on March 19, 2009 and was approved by the shareholders meeting of May 19, This agreement replaces purely and simply the former agreement of September 8, 2005 which ceases to apply de jure. Under the term of this new agreement: Mercialys has a purchase option to all transactions carried out by the Casino Group, alone or in partnership with third parties, for real estate development or acquisition of commercial real estate entering into the scope of Mercialys operations (shopping malls and medium sized areas except food stores); Mercialys has the opportunity to purchase properties offplan, using, as discount rate, the partnership rate in progress in order to finalize the price as defined in the forward sales. It can also receive assets by contributions, subject to usual terms; The price of the option is determined on the basis of future annual net rent payments related to the assets, divided by

179 Registration document 2009 / Casino Group Parent company financial statements I 177 a yield rate as defined according to the classification bellow. In order to take into consideration the market conditions, those yield rates will be revised by the parties on a half-year basis, and for the first time on July 1, 2009; This exercise price is subject to adjustment in order to take into account the effective conditions of lettings. As for, the difference, positive as negative (upside / downside), between the effective rents resulting from the letting and the planned rents, will be shared half and half between Mercialys and the developer; When exercising its option, Mercialys can request the developer to proceed to the letting. In this case, benefits granted to tenants will go to the developer and the price of assets will be adjusted on the basis of effective rents as resulting from the letting. Mercialys can also postpone the purchase as long as the minimum 85% letting target is not reached. If there is no agreement between the parties, vacant premises are evaluated based on an appraisal. Yield rates applicable for the 1st half-year 2009 are the following: TYPE OF GOODS Regional center / Large shopping center (> 20,000 m²) Neighborhood center (from 5,000 to 20,000 m²) Other goods (< 5,000 m²) Shopping centers Metropolitan France Corsica and French overseas Departments and territories (DOM TOM) Retail parks Metropolitan France Corsica and French overseas Departments and territories (DOM TOM) Town center 6.3% 6.8% 6.8% 7.2% 6.0% 6.7% 7.2% 7.2% 7.7% 6.4% 7.2% 7.7% 7.7% 8.3% 6.8% Yield rates applicable for the 2nd half-year 2009 are the following: TYPE OF GOODS Regional center / Large shopping center (> 20,000 m²) Neighborhood center (from 5,000 to 20,000 m²) Other goods (< 5,000 m²) Shopping centers Metropolitan France Corsica and French overseas Departments and territories (DOM TOM) Retail parks Metropolitan France Corsica and French overseas Departments and territories (DOM TOM) Town center 6.8% 7.4% 7.4% 7.8% 6.5% 7.3% 7.8% 7.8% 8.3% 6.9% 7.8% 8.3% 8.3% 9.0% 7.4% For financial year 2009, this agreement had no impact. AGREEMENTS AND COMMITMENTS AUTHORIZED IN PRIOR YEARS AND WHICH REMAIN CURRENT DURING THE YEAR However, in accordance with the French commercial code (Code de Commerce), we have been advised that the following agreements and commitments which were approved in prior years remained current during the year. 1. Consulting agreement entered into between Euris and Casino, Guichard-Perrachon on 5 September 2003 Under this agreement, Euris provides Casino, Guichard- Perrachon with advice and assistance in relation to its overall business and development strategy. Casino, Guichard-Perrachon paid 350k (excl. VAT) in related fees in 2009.

180 178 I Parent company financial statements Registration document 2009 / Casino Group Statutory Auditors Report ON RELATED PARTY AGREEMENTS AND COMMITMENTS 2. Agreement concerning loans and current account advances entered into on 8 November 2004 between Casino, Guichard-Perrachon and Monoprix amended on 15 July 2008 Casino, Guichard-Perrachon has agreed to make loans and current account advances to Monoprix in tranches of 5 million with interest payable at Eonia until 15 July 2008 and Euribor plus 10 basis points thereafter. In 2009, Casino, Guichard-Perrachon received interest income of 166k on these loans and advances. At 31 December 2009, the advance made to Monoprix had been repaid in full. 3. Partnership agreement with Mercialys entered into on 8 September 2005 Under the terms of this contract, Casino, Guichard-Perrachon gives Mercialys priority access to all transactions carried out by the Casino Group, alone or in partnership with third parties, for real estate development or acquisition of commercial real estate entering into the scope of Mercialys operations. This partnership, that has become null on March 19, 2009 (see above), had no impact in Trademark licence agreement entered into with Mercialys on 24 May 2007 Casino, Guichard-Perrachon has granted Mercialys, free of consideration, a non-exclusive right in France only to use the Nacarat tradename and trademark, and the Beaulieu tradename and trademark. 5. Current account and cash management agreement entered into with Mercialys on 8 September 2005 Current account advances received from Mercialys under this agreement amounted to 67,034k at 1 January 2008 and 8,489k at 31 December Interest expense for the year, calculated at EONIA plus 10 basis points, amounted to 297k. 6. Chairman and Chief Executive Officer s membership of the healthcare, death and disability insurance plan Employer s contributions to the plan for 2009 amounted to 1.89k. The Chairman and Chief Executive Officer is also a member of group compulsory pension plans, the contributions to which are determined by national joint agreements. 7. Framework agreement entered into between Galeries Lafayette and Casino, Guichard-Perrachon on 20 March 2003, amended on December 22, 2008 Under the partnership agreement entered into on 20 March 2003 replacing the initial agreement of 2 May 2000, Galeries Lafayette and Casino Guichard-Perrachon granted the put and call options: The call and put options are now exercisable from 1 January 2012 to 20 March The call option exercise price will be determined on the basis of an appraisal value plus 21%. From the date of exercice of the call option and for a 12 month length, Galeries Lafayette will benefit a put option on its remaining 40% part in Monoprix S.A. at the same price determined by an appraiser plus a 21% premium.. Mercialys has a right of first refusal over these trademarks and tradenames should Casino, Guichard-Perrachon intend to sell them. Lyon and Paris, 10 March 2010 The Statutory Auditors Ernst & Young Audit Cabinet Didier Kling & Associés Sylvain Lauria Daniel Mary-Dauphin Christophe Bonte Didier Kling

181 Registration document 2009 / Casino Group Corporate governance I 179 Corporate governance 180. Board of Directors and management 200. Auditing of financial statements 200. Statutory Auditors 201. Statutory Auditors fees 202. Chairman s report 202. Corporate governance Board practices 208. Internal control and risk management 217. Statutory Auditors Report 218. Appendix: Board of Directors Charter

182 180 I Corporate governance Registration document 2009 / Casino Group Board of Directors and management CORPORATE GOVERNANCE The Company continues to diligently apply the principles of good governance, based on the recommendations set out in the AFEP-MEDEF corporate governance code. In 2009, shareholders elected two new independent directors to the Board, Jean-Dominique Comolli and Rose-Marie Van Lerberghe. BOARD OF DIRECTORS COMPOSITION OF THE BOARD AND BOARD PRACTICES At 3 March 2010, the Board of Directors comprised the following fifteen members: Jean-Charles Naouri, Chairman and Chief Executive Officer Didier Carlier, representing Euris Jean-Dominique Comolli Abilio Dos Santos Diniz Henri Giscard d Estaing Jean-Marie Grisard, representing Matignon-Diderot Philippe Houzé Marc Ladreit de Lacharrière Didier Lévêque, representing Omnium de Commerce et de Participations Gilles Pinoncély Gérald de Roquemaurel David de Rothschild Frédéric Saint-Geours Catherine Soubie, representing Finatis Rose-Marie Van Lerberghe. Pierre Giacometti, non-voting director. Antoine Guichard, Honorary Chairman (not a director). Board Secretary: Jacques Dumas. As part of its annual duties, the Appointments and Compensation Committee reviewed the composition of the Board of Directors and, more particularly, assessed the independence of directors with regard to the recommendations set out in the Afep-Medef corporate governance code. Directors are acknowledged for their competence, diversity of experience, complementary areas of expertise and commitment to contributing to the Group s future development. Five directors meet the independence criteria set out in the Afep-Medef code: Rose-Marie Van Lerberghe, Jean- Dominique Comolli, Henri Giscard d Estaing, Gérald de Roquemaurel and Frédéric Saint-Geours. Another five directors are qualified outside people or representatives of the company s shareholders: Abilio Dos Santos Diniz, Philippe Houzé, Marc Ladreit de Lacharrière, Gilles Pinoncély and David de Rothschild. The Company s controlling shareholder is represented by five Directors following the resignation of Foncière Euris and therefore does not hold a majority of the Board s votes. The rules and procedures governing the functioning of the Board of Directors are defined by law, the Company s articles of association and the Board Charter. They are described in detail in the Chairman s Report, which follows, and the Board Charter. Directors are elected for a term of three years. Each director must hold at least 100 registered shares.

183 Registration document 2009 / Casino Group Corporate governance I 181 Non-voting director The articles of association permit the appointment of one or more non-voting directors, who are either elected at an ordinary general meeting of the shareholders or, between two meetings, appointed by the Board of Directors subject to ratification at the next shareholders meeting. The non-voting directors are elected for a term of three years. They attend Board meetings in a consultative capacity only, to make observations and give opinions. The number of non-voting directors may not exceed five. The age limit for holding office as non-voting Director is 80. Pierre Giacometti was appointed non-voting director at the Board meeting held on 3 March His appointment is subject to ratification at the forthcoming annual general meeting. DIRECTORSHIPS AND OTHER POSITIONS HELD BY MEMBERS OF THE BOARD OF DIRECTORS Jean-Charles Naouri Chairman and Chief Executive Officer Date of birth 8 March 1949 aged 61 Current office within the Company Office Director Elected/appointed 4 September 2003 Term expires 2012 AGM Office Chairman and Chief Executive Officer Elected/appointed 4 September 2003 Term expires 2012 AGM Office Chairman and Chief Executive Officer Elected/appointed 21 March 2005 Term expires 2012 AGM Number of Casino shares held: 367 Biography A graduate of the École Normale Supérieure (Sciences), Harvard University and the École Nationale d Administration, Jean-Charles Naouri began his career as an Inspecteur des Finances at the French Treasury. He was appointed chief of staff for the Minister of Social Affairs and National Solidarity in 1982, then for the Minister of the Economy, Finance and Budget in He founded Euris in Directorships and positions held in 2009 and as of 28 February 2010 Within the Euris Group Chairman of Euris (SAS). Chairman and Chief Executive Officer of Rallye (listed company). Chairman of the Board of Directors of Finatis (listed company). Member of the Supervisory Board of Companhia Brasileira de Distribuição CBD (listed company). Director of Wilkes Participaçoes. Deputy Chairman of Fondation Euris. Director of Fimalac and Natixis (listed company). Legal Manager of SCI Penthièvre Seine and SCI Penthièvre Neuilly. Member of the Bank of France Consultative Committee. Chairman of the Promotion des Talents Association. Honorary Chairman and Director of the Institut de l École Normale Supérieure. Directorships and positions held during the past five years (other than those listed above) Chairman of the Board of Directors of Euris SA. Member of the Supervisory Board of Groupe Marc de Lacharrière (SCA), Natixis (listed company) and Super de Boer (listed company). Representative of Casino, Guichard-Perrachon, Chairman of Distribution Casino France. Director of HSBC France. Managing Partner of Rothschild & Compagnie Banque. Non-voting director of Fimalac (listed company) and Caisse Nationale des Caisses d Épargne et de Prévoyance (CNCE).

184 182 I Corporate governance Registration document 2009 / Casino Group Board of Directors and management BOARD OF DIRECTORS Jean-Dominique Comolli Director Date of birth 25 April 1948 aged 62 Current office within the Company Office Director Elected/appointed 19 May 2009 Term expires 2012 AGM Number of Casino shares held: 400 Abilio Dos Santos Diniz Director Date of birth 28 December 1936 aged 73 Current office within the Company Office Director Elected/appointed 4 September 2003 Term expires 2012 AGM Number of Casino shares held: 150 Biography Jean-Dominique Comolli is a graduate of the École Nationale d Administration and the Institut d Études Politiques. He has held a number of senior positions in the French Civil Service including Assistant Principal Private Secretary to the Minister of the Economy, Finance and Budget, Principal Private Secretary to the Budget Minister and Director General of Customs and Duties at the Budget Ministry. In 1993, he was appointed Chairman and Chief Executive Officer of Seita and in 1999 Co-Chairman of Altadis. Since June 2005 he has been Chairman of the Board of Directors of Altadis and Seita and, since July 2008, Deputy Chairman of the Board of Directors of Imperial Tobacco. Jean-Dominique Comolli is also a director of Pernod-Ricard, Calyon and the state-owned Opéra Comique. Directorships and positions held in 2009 and as of 28 February 2010 Chairman of the Board of Directors of Altadis SA (Spain) and Seita. Chairman of the Supervisory Board of Altadis Morocco. Director of Pernod-Ricard (listed company), Calyon Bank and the state-owned Opéra Comique. Deputy Chairman and Director of Imperial Tobacco (UK). Directorships and positions held during the past five years (other than those listed above) Co-Chairman of Altadis SA (Spain). Director of Aldeasa (Spain) and Logista (Spain). Biography A graduate in Business & Administration from the São Paulo School of Administration Getulio Vargas Foundation, Abilio Dos Santos Diniz joined Companhia Brasileira de Distribuição CBD in 1956, where he has spent his entire career. The main shareholder in CBD since the 1990s, he was appointed Chief Executive Officer and then Chairman of the Board of Directors. He has also been a member of the Superior Council of the Economy of São Paulo State and the National Monetary Council of Brazil. Directorships and positions held in 2009 and as of 28 February 2010 Within the GPA Group Chairman of the Board of Directors of Companhia Brasileira de Distribuição CBD (listed company). Chairman of the Board of Directors of Wilkes Participações S/A (Wilkes). Director of Sendas Distribuidora S/A (Sendas). Director of Globex Utilidades S/A (Globex) (listed company). Director of Company Paic Participações Ltda, Península Participações Ltda, Fazenda da Toca Ltda, Ciclade Participações Ltda, Onyx 2006 Participações Ltda, Rio Plate Empreendimentos e Participações Ltda, Zabaleta Participações Ltda and Wilkes Participações S/A. Director Chairman of Recco Master Empreendimentos e Participações S/A. Directorships and positions held during the past five years (other than those listed above) Officer Director of Instituto Pão de Açùcar de Desenvolvimento Humano.

185 Registration document 2009 / Casino Group Corporate governance I 183 Pierre Giacometti Director until 3 March 2010, appointed non-voting director on that date Date of birth 14 June 1962 aged 47 Current office within the Company Office Director Elected/appointed 5 December 2008 Term expires Board meeting of 3 March 2010 Number of Casino shares held: 300 Biography A graduate of the Institut d Études Politiques in Paris, Pierre Giacometti began his career with BVA in He became head of political research in 1986 and was appointed executive director in 1990, responsible for the Opinion, Institutionals & Media division. In 1995, he joined the Ipsos group as Chief Executive Officer of Ipsos Opinion and international director responsible for developing global opinion research within the group. In 2000, he became co-chief Executive Officer of Ipsos-France. From 1989 to 1999, Pierre Giacometti was a senior lecturer at the Institut d Études Politiques de Paris. In February 2008, he left Ipsos and set up his own strategy and communications consultancy, Giacometti Peron & Associés. Directorships and positions held in 2009 and as of 28 February 2010 Chairman of Giacometti Péron & Associés. Member of the Supervisory Board of the Fondation pour l Innovation Politique. Directorships and positions held during the past five years (other than those listed above) Member of the Economic Security Council for the Ministry of the Interior, Overseas Departments and Territories and Territorial Authorities. Henri Giscard d Estaing Director Date of birth 17 October 1956 aged 53 Current office within the Company Office Director Elected/appointed 8 April 2004 Term expires 2012 AGM Number of Casino shares held: 313 Biography Henri Giscard d Estaing is a graduate of the Institut d Études Politiques de Paris and holds a Master s degree in economics. He began his career in 1982 with Cofremca. In 1987, he joined the Danone Group as head of business development, subsequently becoming Managing Director of UK subsidiary HP Food Lea & Perrins, then Chief Executive Officer of Evian- Badoit and lastly Director of the Mineral Waters division. In 1997, he joined Club Méditerranée as Deputy Chief Executive Officer responsible for finance, business development and international relations. In 2001, he was appointed Chief Executive Officer of Club Méditerranée and Chairman of Jet Tours. He became Chairman of the Management Board of Club Méditerranée in December 2002 and Chairman and Chief Executive Officer in March Directorships and positions held in 2009 and as of 28 February 2010 Within the Club Méditerranée Group Chairman and Chief Executive Officer of Club Méditerranée. Chairman of the Board of Directors of Club Med World Holding. Chairman and founding Director of Fondation d Entreprise Club Méditerranée. Director of Holiday Hotels AG (Switzerland) and Cathargo (Tunisia). Outside the Club Méditerranée Group Member of the Supervisory Board of Randsdat (Netherlands). Director of Aéroports De Paris (ADP). Directorships and positions held during the past five years (other than those listed above) Chairman of the Management Board of Club Méditerranée. Chairman of the Board of Directors of Jet Tours SA. Chairman of Hôteltour, Club Med Marin and CM UK Ltd (UK). Deputy Chairman of Nouvelle Société Victoria (Switzerland). Permanent representative of Club Méditerranée SA as a director of Hôteltour. Director of SECAG Caraïbes.

186 184 I Corporate governance Registration document 2009 / Casino Group Board of Directors and management BOARD OF DIRECTORS Philippe Houzé Director Date of birth 27 November 1947 aged 62 Current office within the Company Office Director Elected/appointed 4 September 2003 Term expires 2012 AGM Number of Casino shares held: 300 Biography Philippe Houzé began his career with Monoprix in 1969, becoming Chief Executive Officer in 1982 and Chairman and Chief Executive Officer in Under his management, Monoprix has become the benchmark town-centre convenience store chain through its innovative sales concepts. The strategic alliance he established with Casino in 2000 has contributed to Monoprix s success. He is a member of the sustainable development association Comité 21, and author of La vie s invente en ville. He has a strong personal commitment to sustainable development and is closely involved in urban regeneration projects with a strong focus on environmental and social responsibility. Since 25 May 2005, Philippe Houzé has been Chairman of the Management Board of Galeries Lafayette, the leading French department-store banner. He is an Officier de la Légion d Honneur. Directorships and positions held in 2009 and as of 28 February 2010 Chairman of the Management Board of Société anonyme des Galeries Lafayette. Chairman and Chief Executive Officer of Monoprix SA. Chairman of the Board of Directors of Aldeta (company listed on compartment B of Eurolist). Chairman of the Board of Directors of Artcodif (SA). Chairman of the Board of Directors of Fondation d Entreprise Monoprix. Chairman of Aux Galeries de la Croisette (SAS). Chairman of Monop (SAS). Chairman of Monop Store (SAS). Chairman of Monoprix Exploitation (SAS), Naturalia France (SAS) and Galeries Lafayette Haussmann (SAS). Chief Executive Officer of Motier (SAS). Member of the Supervisory Board of Bazar de l Hôtel de Ville - B.H.V. (SAS). Permanent representative of Monoprix SA on the Board of Directors of Fidecom. Permanent representative of Galeries Lafayette on the Boards of Laser and Laser Cofinoga. Outside the Galeries Lafayette group: Director of HSBC France. Deputy Chairman of Union du Grand Commerce de Centre-Ville (UCV). Member of the Board of Directors of the National Retail Federation (NRF-USA). Within the Paris Chamber of Commerce and Industry (CCIP) Elected member of the Paris Chamber of Commerce and Industry. Chairman of the Founding Board of Advancia-Négocia. Vice-President of the Commerce and Trade Commission. Member of the Internal Regulations Commission. Member of the Communications Committee. Member of the Education Commission. Directorships and positions held during the past five years (other than those listed above) Chairman of the Supervisory Board of Sofidi SA. Chairman and Chief Executive Officer of Artcodif. Chief Executive Officer of Sogefin (SAS). Chairman of Aux Galeries de la Croisette (SAS) and Europa Quartz (SAS). Director of Télémarket, Monoprix Exploitation, Royal Orly (SA) and Société d Exploitation du Palais des Congrès de Paris (SEPCP). Member of the Commercial Urban Planning Commission within the Paris Chamber of Commerce and Industry. Member of the Executive Committee of the MEDEF. Member of the Management Committee of Motier.

187 Registration document 2009 / Casino Group Corporate governance I 185 Marc Ladreit de Lacharrière Director Date of birth 6 November 1940 aged 69 Current office within the Company Office Director Elected/appointed 4 September 2003 Term expires 2012 AGM Number of Casino shares held: 600 Biography A graduate of the École Nationale d Administration, Marc Ladreit de Lacharrière began his career with Banque de Suez et de l Union des Mines, which subsequently became Indosuez after merging with Banque de l Indochine. He left his position as the Head of Indosuez s Investment Banking Department in 1976 to join L Oréal as Chief Financial Officer, later becoming Vice Chairman and Deputy Chief Operating Officer. In March 1991, he left L Oréal to found his own company, Fimalac. Directorships and positions held in 2009 and as of 28 February 2010 Chairman and Chief Executive Officer of Fimalac. Member of the Institut de France (Académie des Beaux-Arts). Chairman of the Board of Directors of Fitch Group (United States), Fitch Ratings (United States) and Agence France Museums. Chairman of the Management Board of Groupe Marc de Lacharrière. Director of L Oréal, Gilbert Coullier Productions (SAS) and Renault. Member of the Bank of France Consultative Committee. Honorary Chairman of Comité National des Conseillers du Commerce Extérieur de la France. Member of the Fondation Culture et Diversité, Fondation Bettencourt Schueller, Fondation d Entreprise L Oréal, Fondation des Sciences Politiques, Musée des Arts Décoratifs and Conseil Artistique des Musées Nationaux. Legal Manager of Fimalac Participations. Gilles Pinoncély Director Date of birth 5 January 1940 aged 70 Descendant of the Geoffroy Guichard family Great Grandson of the Founder Current office within the Company Office Director Elected/appointed 4 September 2003 Term expires 2012 AGM Number of Casino shares held: 4,000 (full title) and 21,000 (beneficial interest). Biography A graduate of the École Supérieure d Agriculture de Purpan in Toulouse, Gilles Pinoncély began his career with l Épargne, which was taken over by the Casino Group in He was appointed fondé de pouvoir in 1976, Managing Partner of Casino in 1981, then Statutory Manager in He became a member of the Supervisory Board in 1994 and a director in Directorships and positions held in 2009 and as of 28 February 2010 Director of Monoprix and Financière Celinor (Vie & Véranda). Director of Centre Long Séjour Sainte Élisabeth. Directorships and positions held during the past five years (other than those listed above) Director of Celinor and Vie & Véranda. Directorships and positions held during the past five years (other than those listed above) Chairman of Fitch Group Holdings (USA). Director of Algorithmics (Canada), Cassina (Italy) and state-owned Musée du Louvre. Member of the Conseil Stratégique pour l Attractivité de la France.

188 186 I Corporate governance Registration document 2009 / Casino Group Board of Directors and management BOARD OF DIRECTORS Gérald de Roquemaurel Director Date of birth 27 March 1946 aged 64 Current office within the Company Office Director Elected/appointed 31 May 2006 Term expires 2012 AGM Number of Casino shares held: 400 Biography Gérald de Roquemaurel has a law degree, is a graduate of the Institut d Études Politiques de Paris and an alumnus of the École Nationale d Administration (1970 to 1972). A direct descendant of Louis Hachette (founder of Librairie Hachette), he joined Publications Filipacchi in 1972 and became a director of Paris-Match in In 1981, he was appointed Vice Chairman and Chief Executive Officer of Groupe Presse Hachette (which became Hachette Filipacchi Presse in 1992). From 1983 to 1985, he was responsible for the Group s international expansion and in 1984 became director and Chief Executive Officer of Publications Filipacchi (later Filipacchi Medias), and then a member of the Executive and Strategic Committee of Lagardère S.C.A, a director of Hachette SA and Legal Manager of NMPP. On 18 June 1997, he was appointed Chairman and Chief Executive Officer of Hachette Filipacchi Médias, then in 1998, Chief Operating Officer of the Lagardère Group in charge of the media division. In April 2001, he became Chairman of F.I.P.P. (Fédération Internationale de la Presse Périodique) for two years. In June 2001, he was appointed Chairman of the Club de la Maison de la Chasse et de la Nature. In early 2007, he became Managing Partner of HR Banque and was appointed Senior Partner of Arjil in January Directorships and positions held in 2009 and as of 28 February 2010 Member of the Supervisory Board of Baron Philippe de Rothschild SA. Chairman of the Board of Directors of SICAV Sagone. Deputy Chairman of Association Presse Liberté. Director of the Musée des Arts Décoratifs (association) and Nakama (Skyrock). Senior Partner of Arjil. Directorships and positions held during the past five years (other than those listed above) Chairman and Chief Executive Officer of Hachette Filipacchi Médias. Chairman of Hachette Filipacchi Presse and Quillet. Director of Hachette, Hachette Distribution Services, Hachette Livre, Nice Matin, La Provence, Éditions Philippe Amaury, Le Monde and Fondation Jean-Luc Lagardère. Member of the Supervisory Board of Société Financière HR. Permanent representative of Hachette. Legal Manager of Compagnie pour la Télévision Féminine SNC and Nouvelles Messageries de la Presse Parisienne SARL. Managing Partner of HR Banque.

189 Registration document 2009 / Casino Group Corporate governance I 187 David de Rothschild Director Date of birth 15 December 1942 aged 67 Current office within the Company Office Director Elected/appointed 4 September 2003 Term expires 2012 AGM Number of Casino shares held: 400 Biography A graduate of the Institut d Études Politiques de Paris, David de Rothschild began his career with Le Nickel. From 1973 to 1978, he was Chief Executive Officer of Compagnie du Nord and then Chairman of the Management Board of Banque Rothschild. He founded PO Banque in 1982 and became Statutory Managing Partner of Rothschild & Cie Banque and Chairman and Chief Executive Officer of Francarep (now Paris-Orléans). Sole Director of GIE Five Arrows Messieurs de Rothschild Frères (Paris) and Sagitas (Paris). Director of La Compagnie Financière Martin-Maurel (SA - Marseille) and De Beers SA. Directorships and positions held during the past five years (other than those listed above) Managing Partner of Financière Rabelais (SCA Paris). Vice Chairman of the Supervisory Board of Paris-Orléans. Chairman of Rothschild Concordia AG (Switzerland), Rothschild Holding AG (Switzerland), Concordia BV (Netherlands) and Rothschild Investments NV (Netherlands). Member of the Supervisory Board of ABN Amro (Netherlands). Directorships and positions held in 2009 and as of 28 February 2010 Managing Partner of Rothschild & Cie Bank (SCS - Paris), Rothschild & Cie (SCS - Paris), Rothschild Gestion Partenaires (SNC Paris), Rothschild Ferrières (SC Paris), SCI 2 Square Tour Maubourg (SC Paris) and Société Civile du Haras de Reux (SC Reux). Chairman of Rothschild Concordia (SAS Paris), Rothschild North America (USA), Rothschilds Continuation Holding AG (Switzerland), N.M. Rothschild & Sons Ltd (UK) and SCS Holding (SAS Paris). Financière de Reux (SAS Paris) and Financière de Tournon (SAS Paris). Vice Chairman of Rothschild Bank AG (Switzerland). Managing Director of Rothschild Europe BV (Netherlands). Member of the Management Board of Paris-Orléans (SA - Paris). Member of the Supervisory Board of Compagnie Financière Saint-Honoré (SA- Paris) and Euris SA.

190 188 I Corporate governance Registration document 2009 / Casino Group Board of Directors and management BOARD OF DIRECTORS Frédéric Saint-Geours Director Date of birth 20 April 1950 aged 60 Current office within the Company Office Director Elected/appointed 31 May 2006 Term expires 2012 AGM Number of Casino shares held: 350 Rose-Marie Van Lerberghe Director Date of birth 7 February 1947 aged 63 Current office within the Company Office Director Elected/appointed 19 May 2009 Term expires 2012 AGM Number of Casino shares held: 300 Biography Frédéric Saint-Geours has a degree in economics, is a laureate of the Institut d Études Politiques de Paris and an alumnus of the École Nationale d Administration. After a career with the Ministry of Finance and in the offices of the President of the National Assembly and the Secretary of State for the Budget (1975 to 1986), he joined the PSA Peugeot-Citroën group in 1986 as Deputy Chief Financial Officer and became Chief Financial Officer of the group in From 1990 to 1997, he was Deputy Chief Executive Officer of Automobiles Peugeot, where he was appointed Chief Executive Officer in early He was a member of the Management Board of PSA Peugeot-Citroën from July 1998 to December On 1 January 2008, he was appointed Adviser to the Chairman of the Management Board of PSA Peugeot Citroën and member of the Management Committee. He was elected Chairman of the UIMM trade federation on 20 December On 17 June 2009, he became a member of the Management Board of Peugeot SA and Head of Finance and Strategy for the PSA Peugeot Citroen Group. Directorships and positions held in 2009 and as of 28 February 2010 Member of the Management Board of Peugeot SA. Chairman and Chief Executive Officer of Banque PSA Finance. Chairman of the Supervisory Board of Peugeot Finance International NV. Vice Chairman of Dongfeng Peugeot Citroën Automobiles Company Ltd. Vice Chairman and Managing Director of PSA International SA. Director of Gefco. Director of Peugeot Citroën Automobiles SA. Director of PCMA Holding B.V. Chairman of Union des Industries et Métiers de la Métallurgie. Directorships and positions held during the past five years (other than those listed above) Member of the Supervisory Board of Peugeot Deutschland GmbH. Director of Peugeot España SA. Chief Executive Officer and Director of Automobiles Peugeot. Permanent representative of Automobiles Peugeot on the Board of Directors of Gefco and Bank PSA Finance. Biography Rose-Marie van Lerberghe is a graduate of the École Nationale d Administration, the Institut d Études Politiques in Paris and Insead Business School. She is an alumnus of the École Normale Supérieure and has a degree in history and a higher degree in philosophy. She started her career as inspector at the General Inspection of Social Affairs and then became deputy director for labour defence and promotion at the employment delegation of the Ministry of Labour. She then joined the Danone group for ten years, where she became head of human resources. Subsequently, she was delegategeneral for employment and vocational training, and then became Director of the network of Paris Hospitals. Since 2006, she has been Chairman of the Management Board of the Korian group. Rose-Marie Van Lerberghe is also a director of Air France and the École des Hautes Études et Santé Publique. Directorships and positions held in 2009 and as of 28 February 2010 Chairman of the Management Board of the Korian Group. Director of Air France. Director of the Ecole des Hautes Études et Santé Publique (EHESP). Director of the Institut des Hautes Études et Santé Publique (IGESP). Directorships and positions held during the past five years (other than those listed above) Member of the Board of Directors of the Institut Pasteur foundation.

191 Registration document 2009 / Casino Group Corporate governance I 189 Matignon Diderot Director Société par actions simplifiée with share capital of 3,038,500 Registered office: 83 rue du faubourg Saint-Honoré, Paris, France Registration number: RCS Paris Current office within the Company Office Director Elected/appointed 17 October 2007 Term expires 2012 AGM Number of Casino shares held: 350 Directorships and positions held in 2009 and as of 28 February 2010 Director of Finatis (listed company). Directorships and positions held during the past five years (other than those listed above) Director of Euris SA and Rallye (listed company). Permanent representative Jean-Marie Grisard Date of birth 1 May 1943 aged 66 Outside the Euris Group Legal manager of Frégatinvest SARL. Member of the Steering Committee and deputy treasurer of the Promotion des Talents association. Directorships and positions held during the past five years (other than those listed above) Within the Euris Group Chief Executive Officer of Euris SA and Finatis SA (listed company). Chairman of Matimmob 1 SAS, Eurdev SAS, Matignon Diderot SAS and Matignon Rousseau SAS. Director of Foncière Euris (listed company) and Green Street Investments International Ltd. Permanent representative of Euris SA on the Board of Directors of Casino, Guichard-Perrachon SA (listed company). Permanent representative of Groupe Euris SAS on the Board of Directors of Euris SA. Permanent representative of Foncière Euris on the Board of Directors of Marigny Belfort SA. Biography A graduate of the École des Hautes Études Commerciales, Jean-Marie Grisard began his career with the mining group Penarroya-Le Nickel-Imétal, holding various positions in Paris and London. He was appointed Chief Financial Officer of Francarep (now Paris-Orléans) in 1982 and joined Euris in 1988 as Company Secretary, a position he held until Directorships and positions held in 2009 and as of 28 February 2010 Within the Euris Group Director of Carpinienne de Participations (listed company), Finatis SA (listed company), Euris Limited, Euris North America Corporation (ENAC), Euris Real Estate Corporation (EREC), Euristates and Park Street Investments International Ltd. Permanent representative of Finatis SA on the Board of Directors of Rallye SA (listed company). Director and Treasurer of Fondation Euris.

192 190 I Corporate governance Registration document 2009 / Casino Group Board of Directors and management BOARD OF DIRECTORS Finatis Director Société anonyme with share capital of 84,852,900 Registered office: 83 rue du faubourg Saint-Honoré, Paris, France Registration number: RCS Paris Current office within the Company Office Director Elected/appointed 15 March 2005 Term expires 2012 AGM Number of Casino shares held: 380 Directorships and positions held in 2009 and as of 28 February 2010 Director of Carpinienne de Participations (listed company), Foncière Euris (listed company) and Rallye (listed company). Directorships and positions held during the past five years (other than those listed above) Director of Euris SA. Permanent representative Catherine Soubie Date of birth 20 October 1965 aged 44 Biography A graduate of the École Supérieure de Commerce (Paris), Catherine Soubie began her career in 1989 with Lazard in London and then Paris, where she was appointed Head of Financial Affairs. She then joined Morgan Stanley in Paris, where she became Managing Director. In early 2005, she joined Rallye as Deputy Chief Executive Officer. Directorships and positions held in 2009 and as of 28 February 2010 Within the Euris Group Deputy Chief Executive Officer of Rallye SA (listed company). Permanent representative of Euris on the Board of Directors of Rallye SA (listed company). Permanent representative of Casino, Guichard-Perrachon on the Board of Directors of Banque du Groupe Casino SA. Permanent representative of Rallye SA on the Board of Directors of Groupe Go Sport SA (listed company). Director of Mercialys (listed company). Director of Fondation Euris. Outside the Euris Group Legal Manager of Bozart. Director of Medica. Directorships and positions held during the past five years (other than those listed above) Within the Euris Group Chairman of the Board of Directors of Groupe Go Sport SA (listed company). Director of Banque du Groupe Casino SA. Permanent representative of Miramont Finance et Distribution SA on the Board of Directors of Groupe Go Sport SA (listed company). Permanent representative of Matignon Sablons on the Board of Directors of Groupe Go Sport SA (listed company). Outside the Euris Group Managing Director of Morgan Stanley.

193 Registration document 2009 / Casino Group Corporate governance I 191 Euris Director Société par actions simplifiée with share capital of 169,806 Registered office: 83 rue du faubourg Saint-Honoré, Paris, France Registration number: RCS Paris Current office within the Company Office Director Elected/appointed 4 September 2003 Term expires 2012 AGM Number of Casino shares held: 365 Directorships and positions held in 2009 and as of 28 February 2010 Director of Finatis (listed company), Foncière Euris (listed company) and Rallye (listed company). Directorships and positions held during the past five years (other than those listed above) Chairman of Matignon Diderot (SAS) and Matignon Rousseau (SAS). Permanent representative Didier Carlier Date of birth 5 January 1952 aged 58 Biography Didier Carlier is a graduate of the Reims École Supérieure de Commerce and a qualified accountant. He began his career in 1975 as an auditor with Arthur Andersen audit department, rising to the grade of Manager. He subsequently became Corporate Secretary of Équipements Mécaniques Spécialisés and then Chief Financial Officer of the Hippopotamus restaurant group. He joined the Rallye group in 1994 as Chief Financial Officer and was appointed Deputy Chief Executive Officer in January Directorships and positions held in 2009 and as of 28 February 2010 Within the Euris Group Deputy Chief Executive Officer of Rallye SA (listed company). Chairman and Chief Executive Officer of Miramont Finance et Distribution SA and La Bruyère SA. Chairman of Alpétrol SAS, Cobivia SAS, Colisée Finance III SAS, Colisée Finance IV SAS, Genty Immobilier et Participations SAS, Kerrous SAS, L Habitation Moderne de Boulogne SAS, Les Magasins Jean SAS, Marigny Percier SAS, Matignon Sablons SAS and Omnium de Commerce et de Participations SAS, Parandas SAS. Chairman and Chief Executive of MFD Inc. USA. Deputy Director of Club Sport Diffusion SA and Limpart Investments B.V. Representative of Parande SAS as Chairman of Pargest SAS, and Parinvest SAS. Permanent representative of Foncière Euris as Director of Rallye (listed company). Permanent representative of Omnium de Commerce et de Participations SAS as Director of Groupe Go Sport SA (listed company). Legal Manager of SCI de Kergorju, SCI des Sables and SCI des Perrières. Outside the Euris Group Legal Manager of SC Dicaro. Directorships and positions held during the past five years (other than those listed above) Within the Euris Group Chairman and Chief Executive Officer of Ancar, Colisée Finance SA and Colisée Finance II SA. Chairman of MFD Finances SAS, Parande Développement SAS, Parcade SAS, Soparin SAS and Syjiga SAS. Director of The Athlete s Foot Group Inc. and Clearfringe Ltd. Legal Manager of SCI de Periaz and SCI Des Îles Cordées. Representative of Parande SAS as Chairman of Pargest Holding SAS, Matignon Neuilly SAS and Sybellia SAS.

194 192 I Corporate governance Registration document 2009 / Casino Group Board of Directors and management BOARD OF DIRECTORS Omnium de Commerce et de Participations (OCP) Director Société par actions simplifiée with share capital of 2,427,000 Registered office: 83 rue du faubourg Saint-Honoré, Paris, France Registration number: RCS Current office within the Company Office Director Elected/appointed 4 September 2003 Term expires 2012 AGM Number of Casino shares held: 5,622,468 Directorships and positions held in 2009 and as of 28 February 2010 Director of Groupe Go Sport SA (listed company). Directorships and positions held during the past five years (other than those listed above) Director of Miramont Finance et Distribution. Permanent representative Didier Lévêque Date of birth 20 December 1961 aged 48 Biography Didier Lévêque is a graduate of the École des Hautes Études Commerciales. From 1985 to 1989, he was research manager for the Finance Department of Roussel-Uclaf. He joined the Euris Group in 1989 as deputy Corporate Secretary and is now Corporate Secretary. Directorships and positions held in 2009 and as of 28 February 2010 Within the Euris Group Corporate Secretary of Euris SAS. Chairman and Chief Executive Officer of Euris North America Corporation (ENAC), Euristates Inc. and Euris Real Estate Corporation (EREC). Chairman of Parande Brooklyn Corp. Chairman of Par-Bel 2 (SAS), Matignon Diderot (SAS) and Matimmob 1 (SAS). Chief Executive Officer of Carpinienne de Participations SA (listed company) and Finatis (listed company). Director of Carpinienne de Participations (listed company), Park Street Investments International Ltd and Euris Limited. Permanent representative of Finatis as Director of Foncière Euris (listed company). Permanent representative of Matignon Diderot as Director of Finatis (listed company). Permanent representative of Matignon Corbeil Centre as Director of Rallye (listed company). Outside the Euris Group Legal Manager of SARL EMC Avenir 2. Directorships and positions held during the past five years (other than those listed above) Within the Euris Group Deputy Corporate Secretary of Euris SAS. Chairman of Compagnie d Investissements Trans-Européens - CITE (SAS), Parinvest (SAS), Dofinance (SAS), Euristech (SAS), Par-Bel 1 (SAS), Parantech Expansion (SAS), Montparnet (SAS) and Matignon-Tours (SAS). Director of Green Street. Permanent representative of Carpinienne de Participations (listed company) as Director of Marigny Belfort. Permanent representative of Euris as Director of Foncière Euris (listed company). Permanent representative of HMB as Director of Colisée Finance. Representative of Euristech as Chairman of Marigny-Artois (SAS). Representative of Parinvest as Chairman of Parfonds (SAS). Outside the Euris Group Legal Manager of EMC Avenir.

195 Registration document 2009 / Casino Group Corporate governance I 193 Foncière Euris Director Société anonyme with share capital of 149,648,910 Registered office: 83 rue du faubourg Saint-Honoré, Paris, France Registration number: RCS Paris Current office within the Company Office Director Elected/appointed 4 September 2003 Term expires 2011 AGM Number of Casino shares held: 365 Directorships and positions held in 2009 and as of 28 February 2010 Chairman of Matignon Abbeville SAS, Matignon Bail SAS, Matignon Corbeil Centre SAS, Marigny Belfort SAS, Marigny-Elysées SAS, Marigny Expansion SAS and Marigny Foncière SAS. Director of Rallye SA (listed company). Legal Manager of SCI Sofaret and SCI Les Herbiers. Co-Legal Manager of SNC Alta Marigny Carré de Soie. Directorships and positions held during the past five years (other than those listed above) Chairman of Marigny Concorde. Director of Apsys International, Marignan Consultants and Marigny Belfort. Legal Manager of SCI Pont de Grenelle. Permanent representative Pierre Féraud Date of birth 28 September 1940 aged 69 Biography A graduate of the École des Hautes Études Commerciales and the Institut d Études Politiques de Paris, Pierre Féraud has held various positions in property development financing and property portfolio management, chiefly with UIC-SOFAL and GMF. He joined the Euris Group in 1991 and became Chairman of Foncière Euris in Directorships and positions held in 2009 and as of 28 February 2010 Within the Euris Group Chairman of the Board of Directors of Foncière Euris (listed company) and Carpinienne de Participations (listed company). Chairman of Pargest Holding. Director of Rallye SA (listed company) and Mercialys SA (listed company). Permanent representative of Euris SAS on the Board of Directors of Finatis SA (listed company). Permanent representative of Centrum NS as Legal Manager of Manufaktura Luxembourg sarl. Co-Legal Manager of Alexa Holding GmbH, Alexanderplatz Voltairestrasse GmbH, Alexa Shopping Centre GmbH, Centrum NS Sarl, Einkaufzsentrum am Alex GmbH, Gutenbergstrasse BAB5 GmbH, HBF Königswall, Loop 5 Shopping Centre, SCI Les Deux Lions, SCI Palais des Marchands and SCI Ruban Bleu Saint-Nazaire. Outside the Euris Group Deputy Chairman of the Supervisory Board of Les Nouveaux Constructeurs SA (listed company). Directorships and positions held during the past five years (other than those listed above) Within the Euris Group Chairman of the Board of Directors of Marigny Belfort (SA). Chairman of Mermoz Kléber. Chief Executive Officer of Foncière Euris (listed company). Director of Parande SAS. Permanent representative of Matignon Diderot on the Board of Directors of Euris (SA). Representative of Foncière Euris as Chairman of Marigny Belfort SAS, Marigny Élysées SAS, Marigny Expansion SAS, Marigny Foncière SAS, Matignon Abbeville SAS, Matignon Bail SAS, and Matignon Corbeil Centre SAS. Representative of Foncière Euris as Chairman of Marigny Participations, Marigny Valbréon, Marigny Tours, Les Moulins à Vent and Marigny Concorde. Legal Manager of Centrum Development, Centrum Gdynia, Centrum Wroclaw and Centrum Poznan, SCI Le Parc Alfred Daney, SCI Caserne de Bonne, SCI Les Halles de Bord de Loire, SCI Le Parc Agen Boe, SCI Apsys Robert de Flers, SCI Le Parc Soyaux, SCI Parc de la Marne, SCI Les Halles Neyrpic, SCI l Amphithéâtre, SCI Cité Villette, SCI Les Rives de l Orne and SCI Moulins Place d Allier.

196 194 I Corporate governance Registration document 2009 / Casino Group Board of Directors and management BOARD OF DIRECTORS Directorships and positions held during the past five years (other than those listed above) Within the Euris Group Representative of Foncière Euris as Legal Manager of SCI Hôtel d Arc 1800 and SCI Pont de Grenelle. Representative of Marigny-Foncière as Co-Legal Manager of SNC Centre Commercial Porte de Châtillon, SCI Pont de Grenelle and SCI Palais des Marchands. Permanent representative of Foncière Euris SA as Legal Manager of SCI Sofaret, SCI Les Herbiers and SNC Alta Marigny Carré de Soie. Representative of Marigny-Elysées SAS as Co-Legal Manager of SCCV des Jardins de Seine 1, SCCV des Jardins de Seine 2 and SNC Centre Commercial du Grand Argenteuil. Representative of Marigny Valbréon as Co-Legal Manager of Société d Aménagement Valbréon SNC. Representative of Matignon Abbeville SAS as Co-Legal Manager of Centrum K Sarl, Centrum J Sarl, Centrum Z Sarl et Centrum NS. Outside the Euris Group Permanent representative of Foncière Euris aux on the Board of Directors of Marignan Consultants (SA) and Apsys International (SA). Antoine Guichard Honorary Chairman (not a director) Date of birth 21 October 1926 aged 83 Descendant of the Geoffroy Guichard family Number of Casino shares held: 54,577 Biography A graduate of the École des Hautes Études Commerciales, Antoine Guichard began his career with Casino in He was appointed fondé de pouvoir en 1953, Managing Partner in 1966, then Statutory Legal Manager in He was Chairman of the Management Board from 1994 to 1996, when he joined the Supervisory Board, becoming its Chairman in He was a director from 2003 to 2005 and has been Honorary Chairman of the Board of Directors since Directorships and positions held in 2009 and as of 28 February 2010 Honorary Chairman of Fondation Agir Contre l Exclusion (FACE). Director of Celduc. Directorships and positions held during the past five years (other than those listed above) None. To the best of the Company s knowledge, during the last five years none of the members of the Board of Directors has received any convictions in relation to fraudulent offences or has acted in the capacity of manager of a company that has undergone bankruptcy or been placed in receivership or liquidation. In addition, no director has received an official public incrimination and/or sanction by any statutory or regulatory authority or has ever been disqualified by a court from acting as a member of the administrative, management or supervisory bodies of an issuer or from acting in the management or conduct of the affairs of any issuer. There are no directors elected by the employees or directors representing the employee shareholders. There are no family ties between the directors.

197 Registration document 2009 / Casino Group Corporate governance I 195 SENIOR MANAGEMENT Chairman and Chief Executive Officer At its meeting of 19 May 2009, acting on the recommendation of the Appointments and Compensation Committee, the Board of Directors renewed Jean-Charles Naouri s term of office as Chairman and Chief Executive Officer for the remainder of his term as a director, expiring at the annual general meeting to be held in As Chairman of the Board of Directors, Jean-Charles Naouri organises and leads the work of the Board and reports thereon at Shareholders Meetings. He is also responsible for ensuring that the Company s corporate governance structures function correctly. Restrictions on the Chief Executive Officer s powers In accordance with article L of the French Commercial Code (Code de commerce), the Chief Executive Officer has full powers to act in all circumstances in the name of the Company within the limits of its corporate purpose, and except for those powers vested by law in the Board of Directors or in the shareholders in a General Meeting. The Chief Executive Officer represents the Company in its dealings with third parties. However, at the time of his appointment, with a view to ensuring good corporate governance, Jean-Charles Naouri requested that the restrictions on the Chief Executive Officer s powers relating to certain management transactions should remain in place, based on the type of transaction concerned and/or the amounts involved. These restrictions are set out in the Chairman s Report (see page 203). Jean-Charles Naouri is the Company s only executive officer. Executive Committee The Executive Committee, headed by the Chairman and Chief Executive Officer, is responsible for the day-to-day management of the Group s operations. It implements the strategic guidelines set out by the Board of Directors and the Chief Executive Officer. It helps to shape strategy, coordinates and shares initiatives, tracks cross-functional projects, it ensures the alignment of action plans deployed by the subsidiaries and operating divisions, and, in this capacity, sets priorities when necessary. It monitors the Group s results and financial position and draws up the Group s overall business plans. The Committee meets fortnightly. The Executive Committee comprises the following members: Jean-Charles Naouri, Chairman and Chief Executive Officer. Hervé Daudin, Merchandise and Supply Chain Director, Chairman of the Board of Directors of Cdiscount. Yves Desjacques, Human Resources Director. Jean-Michel Duhamel, Chairman of Asinco and Franprix-Leader Price. Jacques Ehrmann, Real Estate and Expansion Director. Antoine Giscard d Estaing, Chief Financial Officer. Thierry Levantal, Group Legal Counsel. André Lucas, Managing Director, Hypermarkets and Casino Supermarkets. Arnaud Strasser, Corporate Development and Holdings Director. EXECUTIVE OFFICERS COMPENSATION AND DIRECTORS FEES The principles and rules approved by the Board of Directors for determining the compensation and benefits allocated to corporate officers are described in the Chairman s report on (page 206). Chairman and Chief Executive Officer s compensation In his capacity as Chairman and Chief Executive Officer, Jean-Charles Naouri receives a fixed salary plus a performance-related bonus set annually on the recommendation of the Appointments and Compensation Committee, supported where appropriate by market surveys conducted by outside consultants. His gross annual fixed salary, approved by the Board of Directors on 21 March 2005, is 700,000. His performancerelated bonus can represent up to 100% of his fixed salary. It is contingent on the achievement of quantitative targets concerning sales, consolidated trading profit and net debt ratios, consistent with those set for members of the Executive Committee.

198 196 I Corporate governance Registration document 2009 / Casino Group Board of Directors and management SENIOR MANAGEMENT Compensation paid to the Chairman and Chief Executive Officer by Casino Total compensation and directors fees paid by the company to Jean-Charles Naouri in his capacity as Chairman and Chief Executive Officer in 2008 and 2009: In Amount due (3) Amount paid (4) Amount due (3) Amount paid (4) Fixed (1) 700, , , ,000 Variable (1)(2) 635, , , ,600 Exceptional bonus Directors fees 12,500 12,500 12,500 12,500 Benefits Total 1,348,100 1,179, ,833 1,348,100 (1) Gross before social security contributions and tax. (2) The method of setting the performance-related component is described in the Chairman s report on page 206. (3) Compensation due in respect of the relevant year regardless of payment date. (4) Total compensation paid by the company during the year. Jean-Charles Naouri has no employment contract. He has no entitlement to supplementary pension benefits, termination benefits or non-compete benefits. He is a member of the mandatory group pension plans (ARCCO and AGIRC) and the death and disability plan covering all employees within the company. Compensation paid to the Chairman and Chief Executive Officer by Casino, its controlling companies and its subsidiaries The table below shows all compensation and benefits paid to the Chairman and Chief Executive Officer by Casino, Guichard- Perrachon, its subsidiaries, its controlling companies and companies controlled by them. In Compensation due for the year 2,530,600 (1) 2,298,333 (2) Valuation of stock options granted during the year Not applicable Not applicable Valuation of share grants made during the year Not applicable Not applicable Total 2,530,600 2,298,333 (1) Compensation and/or directors fees paid by Casino, Guichard-Perrachon ( 1,348,100), Rallye ( 10,000), Finatis ( 2,500) and Euris ( 1,170,000). (2) Compensation and/or directors fees paid by Casino, Guichard-Perrachon ( 945,833), Rallye ( 10,000), Finatis ( 2,500) and Euris ( 1,340,000). No compensation or directors fees were paid to the Chief Executive Officer by subsidiaries. Directors fees At their meeting of 19 May 2009, the shareholders set the total amount of directors fees to be allocated to members of the Board and the Committees of the Board at 650,000. These fees are allocated among directors on the following basis, in line with the recommendations made by the Appointments and Compensation Committee. The total fee per director is set at 25,000, comprising a fixed fee ( 8,500) and a variable fee ( 16,500 maximum) based on their attendance rate at Board meetings. Variable fees not paid to absent members are not reallocated. The total fee for the Chairman and for directors representing the majority shareholder is capped at 12,500. On his appointment, the Chairman of the Board of Directors waived the additional fee of 25,000 previously paid to the Chairman. An additional fee is paid to Antoine Guichard for the duties he performs as Honorary Chairman in recognition of his attendance at meetings and his continuing input to the Company.

199 Registration document 2009 / Casino Group Corporate governance I 197 Members of the Board Committees each receive a fixed fee ( 6,500) and a variable fee based on attendance (up to 13,500 for members of the Audit Committee and up to 8,745 for members of the Appointments and Compensation Committee). Variable fees not paid to absent members are not reallocated. Total directors fees paid in January 2009 in respect of 2008 to members of the Board of Directors and the Committees of the Board amounted to 444,220. Total directors fees paid in 2010 in respect of 2009 amounted to 544,005 due to both the election of two additional independent directors and the allocation of an additional fee of 10,000 to each independent member of the Audit Committee in recognition of their specific assignment to supervise and review the independent appraisal related to the proposed conversion of preferred non-voting shares into ordinary shares. Total compensation and directors fees paid in 2008 and 2009 by the Company, its subsidiaries, companies that control it and companies controlled by them, to corporate officers other than the Chairman and Chief Executive Officer can be analysed as follows: Directors fees and compensation paid In Directors fees Other compensation (1) Directors fees Other compensation (1) Didier Carlier (2) 32, ,000 32, ,500 Abilio Dos Santos Diniz 16,750 20,286 André Crestey (until 29 May 2008) 18, ,360 11, ,200 Jean-Dominique Comolli (3) Pierre Féraud 11, ,175 12, ,167 (4) Pierre Giacometti 3,065 Henri Giscard d Estaing 30,620 30,816 Jean-Marie Grisard (5) 12, ,902 12,500 23,198 Antoine Guichard 61,000 61,000 Philippe Houzé 22, ,039 25, ,039 Marc Ladreit de Lacharrière 12,625 13,214 Didier Lévêque 338,277 7, ,901 Gilles Pinoncély 58,870 60,245 Henri Proglio (until 9 June 2008) 38,063 39,500 Gérald de Roquemaurel 33,205 35,531 David de Rothschild 26,330 26,710 Frédéric Saint-Geours 40,875 45,000 Catherine Soubie 27, ,250 27, ,071 Rose-Marie Van Lerberghe (3) (1) Directors fees and/or compensation and benefits paid by Casino s subsidiaries and/or companies that control Casino or companies controlled by them. (2) Representative of Euris, parent company of the Euris group, which in 2009 received a total of 3,942,465 before tax in strategic advisory fees from all companies it controls, including 350,000 before tax from Casino. (3) Elected as director on 19 May (4) Excluding 104,804 in retirement bonuses. (5) Excluding 241,874 in retirement bonuses (paid in 2008) and 97,500 before tax in advisory fees paid to Frégatinvest, of which he is Legal Manager. In 2009, 130,000 before tax in advisory fees were paid.

200 198 I Corporate governance Registration document 2009 / Casino Group Board of Directors and management SENIOR MANAGEMENT Directors fees paid in January 2010 in respect of 2009 In Directors Committees Fixed Variable Fixed Variable Didier Carlier (1) 4,250 8,250 2,708 2,700 Jean-Dominique Comolli (2) 5,667 11,000 4,333 20,800 Abilio Dos Santos Diniz 8,500 16,500 Pierre Féraud (3) 2,833 5,500 Pierre Giacometti 8,500 16,500 5,417 10,800 Henri Giscard d Estaing 8,500 13,750 6,500 8,745 Jean-Marie Grisard 4,250 8,250 Antoine Guichard 61,000 Philippe Houzé 8,500 16,500 Marc Ladreit de Lacharrière 8,500 2,750 Didier Lévêque 4,250 8,250 Gilles Pinoncély (4) 8,500 16,500 9,208 30,059 Gérald de Roquemaurel 8,500 16,500 6,500 8,745 David de Rothschild 8,500 5,500 6,500 6,559 Frédéric Saint-Geours 8,500 16,500 6,500 23,500 Catherine Soubie 4,250 8,250 6,500 8,745 Rose-Marie Van Lerberghe (5) 5,667 11,000 4,333 2,186 (1) Duties as member of the Audit Committee ended on 19 May (2) Elected Director and appointed member of the Audit Committee on 19 May (3) Duties as a director ended on 26 August (4) Duties as member of the Appointments and Compensation Committee ended on 19 May (5) Elected director and appointed member of the Appointments and Compensation Committee on 19 May Executive Committee compensation The Appointments and Compensation Committee is advised of the Company s compensation policy for members of the Executive Committee. This policy is designed to ensure a competitive positioning of compensation with market general practices and to be in line with similar French companies. It is also designed to encourage and reward performance both in terms of Group activity and results and individual performance. Total compensation paid to Executive Committee members comprises a fixed and a variable component. The variable component is contingent on the achievement of various targets: quantitative Group targets, which are identical to those set for the Chief Executive Officer; personal quantitative targets based on the operating units and departments for which the person is responsible (e.g. achievement of budget or strategic plan); personal qualitative targets based on a general appraisal mainly taking account of managerial attitudes and behaviour. An annual road map sets out the applicable criteria, the weighting assigned to each criterion in the overall appraisal, and the targets to be met. The variable component can be up to 50% of the fixed salary if targets are reached and up to 100% if they are exceeded. In 2009, total compensation and benefits paid by the Company and its subsidiaries to Executive Committee members other than the Chairman and Chief Executive Officer amounted to 5,403,913, including 1,965,145 in performance-related bonuses for 2008 and 42,054 in benefits.

201 Registration document 2009 / Casino Group Corporate governance I 199 STOCK OPTIONS AND SHARE GRANTS The Chairman and Chief Executive Officer is not entitled to receive stock options or share grants from Casino, Guichard- Perrachon, companies it controls or companies that control it. No stock options or share grants were awarded to other corporate officers in 2009 by Casino or its subsidiaries. As employees, members of the Executive Committee may receive stock options and/or share grants each year, as part of a policy to retain key people and involve them in the Group s development. Share grants are contingent on the achievement of a performance condition specific to the company and to the grantee being employed by the Group on the vesting date. Stock options are contingent on the optionee being employed by the Group on the exercise date. Options are granted with no discount to the share price and the exercise price is based on the average quoted prices during the 20 trading days immediately prior to the grant date. In addition to the annual allocation, the company may also make share grants on an exceptional basis, especially to employees who have made a significant contribution to strategy or highly complex transactions. In 2009, members of the Executive Committee received the following: a total of 2,309 stock options with an average exercise price of 57.18; a total of 64,200 share grants subject to a performance condition and a continued employment condition; in addition, 16,745 share grants were made on an exceptional basis to two Executive Committee members in 2009, without any continued employment condition. In 2009, members of the Executive Committee did not exercise any options on new Casino shares. CONFLICTS OF INTEREST The Company has relations with all its subsidiaries in its day-to-day management of the Group. It also signed a strategic advice and assistance agreement in 2003 with Euris, the ultimate holding company whose majority shareholder is Jean-Charles Naouri, under which it receives advice from the Rallye Group, Casino s majority shareholder. Fees paid under this agreement amounted to 350,000 before tax. No benefits are granted under the provisions of the agreement. Jean-Charles Naouri, Didier Carlier, Pierre Féraud, Jean- Marie Grisard, Didier Lévêque and Catherine Soubie, directors or permanent representatives of the Rallye and Euris groups, are executives and/or members of the Board of companies belonging to those groups and receive compensation and/or directors fees in that capacity. Philippe Houzé, director, is Chairman and Chief Executive Officer of Monoprix. Apart from these relationships, there are no potential conflicts of interest between the directors and managers duties towards the Company and their private interests. The responsibilities of the Audit Committee and the Appointments and Compensation Committee, both of which comprise a majority of independent directors, help to prevent conflicts of interest and ensure that the majority shareholder does not abuse its position. The Statutory Auditors special report on regulated agreements signed between the Company and (i) the Chairman and Chief Executive Officer, (ii) a director, or (iii) a shareholder owning more than 10% of the Company s voting rights, or in the case of a corporate shareholder the company controlling that shareholder, and which were not entered into on arm s length terms is presented on page 176 of this report. No loans or guarantees have been granted by the Company to any members of the Board of Directors.

202 200 I Corporate governance Registration document 2009 / Casino Group Auditing of financial statements STATUTORY AUDITORS Statutory Auditors Ernst & Young Audit Engagement partners: Daniel Mary-Dauphin and Sylvain Lauria (since 2009). First appointed: 20 May Current term ends: At the close of the Annual General Meeting to be held in 2010 to approve the financial statements for the year ending 31 December Didier Kling & Associés Engagement partners: Didier Kling and Christophe Bonte (since 2009). First appointed: 27 May Current term ends: At the close of the Annual General Meeting to be held in 2010 to approve the financial statements for the year ending 31 December Alternate auditors Philippe Duchêne Alternate to Ernst & Young Audit First appointed: 27 May 2004 Current term ends: At the close of the Annual General Meeting to be held in 2010 to approve the financial statements for the year ending 31 December Marie-Paule Degeilh Alternate to Didier Kling & Associés First appointed: 19 May Current term ends: At the close of the Annual General Meeting to be held in 2010 to approve the financial statements for the year ending 31 December Audit partner rotation In line with the provisions of the French Financial Security Act of 1 August 2003, Jean-Luc Desplat and Bernard Roussel, engagement partners representing Ernst & Young Audit and Didier Kling & Associés respectively, stepped down as lead audit partners in August Re-appointment of statutory auditors The Statutory Auditors term of office ends at the annual general meeting to be held on 29 April On the recommendation of the Audit Committee and in accordance with the provisions of the Afep-Medef corporate governance code, the Board of Directors decided to appoint the new auditors by means of a competitive tender procedure. The procedure was organised by the Audit Committee in accordance with the Ethics Committee recommendations on the independence of the statutory auditors of companies listed on a regulated market. The six firms short-listed by the Audit Committee were provided with all the information they required to draw up their tender. The tenders were reviewed by Senior Management and the candidates interviewed by the Audit Committee, which then presented its conclusions and recommendations to the Board of Directors on 9 March The Board of Directors agreed to recommend the following appointments at the annual general meeting (with the Chief Executive Officer abstaining from the vote): Statutory Auditors Ernst & Young et Autres Engagement partners: Daniel Mary-Dauphin and Sylvain Lauria Deloitte & Associés Engagement partners: Alain Descoins and Antoine de Riedmatten Alternate auditors Auditex (alternate to Ernst & Young et Autres) Beas (alternate to Deloitte & Associés) None of the above persons has, in the past two years, been involved in auditing any contribution or merger transactions carried out by the company or its subsidiaries within the meaning of article L of the French Commercial Code (Code de commerce). The Statutory Auditors term of office will end at the annual general meeting to be held in 2016.

203 Registration document 2009 / Casino Group Corporate governance I 201 STATUTORY AUDITORS FEES Financial years ended 31 December 2009 and 2008 (a). Ernst & Young Audit Didier Kling & Associés Amount (excl. VAT) % Amount (excl. VAT) % Audit 1 Statutory and contractual audit services Issuer (parent company) 367, ,333 8% 10% 285, ,000 23% 13% Fully-consolidated subsidiaries 4,078,810 4,141,147 87% 81% 922, ,100 73% 84% 2 Other audit-related services Issuer (parent company) 45, ,918 1% 6% 24,000 20,000 2% 2% Fully-consolidated subsidiaries 121,975 89,156 3% 2% 19,500 10,000 2% 1% Sub-total 4,613,385 5,018,554 99% 99% 1,251, ,100 99% 100% Other services provided to fully-consolidated subsidiaries 3 Legal and tax advice 21,942 16,320 0% 0% 0 0 0% 0% 4 Other (specify if more than 10% of audit fees) 47,500 49,160 1% 1% 17, % 0% Sub-total 69,442 65,480 1% 1% 17, % 0% TOTAL 4,682,827 5,084, % 100% 1,268, , % 100%

204 202 I Corporate governance Registration document 2009 / Casino Group Chairman s report In accordance with Article L of the French Commercial Code (Code de commerce), the Chairman is required to report to shareholders annually on the Company s corporate governance practices applied by Board of Directors and Executive Committee as well as internal control and risk management procedures. The report, which is attached to the management report on Groupe Casino s operations for the year ended 31 December 2009, has been approved by the Board of Directors and made available to shareholders prior to the Annual General Meeting. As required by article L of the French Commercial Code (Code de commerce), the Statutory Auditors have reviewed and issued an opinion on the information contained in the report regarding internal control over financial reporting. CORPORATE GOVERNANCE CORPORATE GOVERNANCE CODE In line with the Company s policy of implementing good governance practices, the Board of Directors has adopted the Afep-Medef corporate governance code published in December 2008 as its reference code, particularly for the purpose of preparing this report. The Afep-Medef code can be found on the company s website BOARD OF DIRECTORS Composition of the Board of Directors The composition of the Board of Directors is presented on page 180. Board practices The rules governing the functioning of the Board of Directors are set out in law, the Company s by-laws, the Board of Directors Charter and the charters of the Board Committees. Organisation and procedures of the Board of Directors Since the Board of Directors meeting of 21 March 2005, the functions of Chairman of the Board and Chief Executive Officer have been combined. Jean-Charles Naouri has been Chairman and Chief Executive Officer since that date. In a highly competitive and fast-changing environment, this combination of functions was designed to establish a direct link between strategic and management decisions, and to optimise and improve efficiency of decision-making channels. The organisation and procedures of the Board of Directors are described in the Board of Directors Charter adopted in December 2003 and amended by the Board of Directors on 13 October 2006, 7 December 2007 and 27 August It outlines and clarifies the applicable provisions of the law and the Company s by-laws. It also incorporates the corporate governance principles that the Board of Directors is responsible for implementing. The Board of Directors Charter describes the procedures, powers, role and duties of the Board and its committees the Audit Committee and the Appointments and Compensation Committee.

205 Registration document 2009 / Casino Group Corporate governance I 203 It also sets outs the rules of conduct to be followed by directors, particularly with regard to the duty of confidentiality referred to in Article L of the French Monetary and Financial Code (Code monétaire et financier) and Articles et seq. of the General Regulations of the Autorité des Marchés Financiers (AMF) on inside information and insider trading, and the prohibition on dealing in the Company s shares during the closed period of fifteen days prior to publication of the Company s annual and interim results. It specifies the requirement for directors to be registered on the list of insiders drawn up by the Company in connection with regulations aimed at more effectively preventing insider trading, and details the disclosure requirements for dealings in the Company s shares by directors, corporate officers and by people with whom they have close personal ties. The Board of Directors Charter incorporates the principle of formal and regular assessments of the Board of Directors work and performance, describes how Board meetings are to be conducted, and authorises directors to take part in meetings via videoconference or any telecommunications medium. Role and duties of the Board of Directors In accordance with Article L of the French Commercial Code (Code de commerce), the Board of Directors is responsible for defining the Company s broad strategic objectives and ensuring their implementation. Except for those powers expressly vested in the shareholders in General Meeting, the Board of Directors considers and decides on all matters related to the Company s operations, subject to compliance with the corporate purpose. It also carries out any verifications or controls it deems appropriate. The Board of Directors reviews and approves the annual and interim financial statements of the Company and the Group, as well as the management reports on the operations and results of the Company and its subsidiaries. It also approves budgets and forecasts, reviews and approves the Chairman s report, decides on the compensation to be paid to executive directors, allocates stock options and share grants, and establishes employee share ownership plans. Powers of the Chief Executive Officer Under Article L of the French Commercial Code (Code de commerce), the Chief Executive Officer has full powers to act in all circumstances in the name of the Company, within the limits of its corporate purpose and except for those powers vested by law in the Board of Directors or in the shareholders in a General Meeting. He represents the Company in its dealings with third parties. In line with the principles of good corporate governance, the Board of Directors has decided that certain management transactions must receive the Board s prior authorisation in view of the type of transaction and/or the amounts involved. The ceilings set ensure that the Board of Directors remains responsible for the most significant transactions in type and amount, in line with the law and with good corporate governance practices. The Chief Executive Officer must therefore obtain the Board s prior authorisation for the following: Transactions that are likely to affect the strategy of the Company and its subsidiaries, their financial position or scope of business, such as the signature or termination of industrial and commercial agreements likely to materially influence the Group s future development. Transactions representing over two hundred million euros ( 200,000,000), including but not limited to: - Investments in securities and immediate or deferred investments in any company or business venture. - Sales of assets, rights or securities, in exchange for securities or a combination of securities and cash. - Acquisitions of real property or real property rights. - Purchases or sales of receivables, acquisitions or divestments of goodwill or other intangible assets. - Issues of securities by directly or indirectly controlled companies. - Granting or obtaining loans, borrowings, credit facilities or short-term advances. - Agreements to settle legal disputes. - Disposals of real property or real property rights. - Full or partial divestments of equity interests. - Granting security interests. This 200 million ceiling does not, however, apply to finance lease transactions relating to buildings and/or equipment, for which the maximum aggregate authorised amount is set at 300 million per year. These provisions apply to transactions carried out directly by the Company and by all entities controlled directly or indirectly by the Company. The Chairman and Chief Executive Officer may issue guarantees or other security interests to third parties in the Company s name, subject to a maximum annual limit of 400 million and a maximum limit per commitment of 200 million. He may negotiate, implement, roll over, extend and renew loans, confirmed credit lines, short-term advances and all syndicated or non-syndicated financing contracts, subject to a maximum annual limit of 2 billion and a maximum limit per transaction of 400 million. He may also issue bonds or any other debt securities (other than commercial paper), under the EMTN programme or otherwise, subject to a ceiling of 2 billion, determine the terms and conditions of such issues and carry out all related market transactions. He may issue commercial paper up to a maximum amount of 800 million a year.

206 204 I Corporate governance Registration document 2009 / Casino Group Chairman s report CORPORATE GOVERNANCE Chairman s powers The Chairman organises and leads the work of the Board of Directors and reports thereon to the shareholders. He calls Board meetings and is responsible for drawing up the agenda and minutes. He also ensures that the Company s corporate governance structures function correctly and that the directors are capable of fulfilling their duties. Independence of directors The Appointments and Compensation Committee is tasked with monitoring the relationships between directors and the Company or its subsidiaries to ensure that there is nothing which could interfere with their freedom of judgement or potentially lead to a conflict of interest. The Committee reviews the composition of the Board of Directors on an annual basis, and more specifically the independence of directors with regard to the criteria set out in the Afep-Medef corporate governance code. The Committee reports on its work to the Board of Directors. Work performed by the Board of Directors during 2009 The Board of Directors met six times in The average attendance rate was 89% with each meeting lasting an average of one hour and forty-five minutes. Approval of the financial statements Operations of the Company and its subsidiaries The Board of Directors reviewed the financial statements for the year ended 31 December 2008 and for the first half of 2009, as well as the Group s budgets and forecasts. It approved the reports and resolutions to be put to the Annual General Meeting and the special class meeting of holders of preferred non-voting shares on 19 May It was informed of the Group s operations and results as at 31 March and 30 September The Board of Directors reviewed and approved the proposal to convert the preferred non-voting shares into ordinary shares, which was subsequently submitted to the Annual General Meeting and the special class meeting of holders of preferred non-voting shares held on 19 May It authorised various financial transactions for which its approval is required under the Company s governance practices. These transactions included (i) the contribution of a portfolio of assets to Mercialys, (ii) payment of a dividend in Mercialys shares to Casino shareholders, (iii) the disposal of Super de Boer s assets and liabilities to the Jumbo Group, and (iii) CBD s proposed acquisition of Ponto Frio, Brazil s second largest retailer of consumer electronics and household electricals. The Board of Directors was informed of the terms and conditions of (i) Vindémia s disposal of its food production and food service operations under its plan to refocus on retailing, (ii) the acquisition of Sherpa independent stores and superettes, which operate mainly in the French Alps region, (iii) Exito s new share issue, and (iv) exercise of the renegotiated put option on the remaining interest in Carulla Vivero held by Exito s minority shareholders. It was also informed of (i) the joint venture agreement entered into by CBD for the acquisition of a majority interest in Casas Bahia, Brazil s leading non-food retailer, (ii) plans to develop a photovoltaic electricity production business, (iii) the proposal to sell further store properties in France as part of the company s ongoing strategy of capturing the value of its property assets, (iv) the issue of new or additional paper under the EMTN programme, and (v) the acquisition of the minority interests in Franprix-Leader Price owned by members of the Baud family. The Board of Directors was given a specific presentation on management engagement within the group. Compensation Allocation of stock options and share grants The Board of Directors set the Chairman and Chief Executive Officer s fixed compensation and performance-related compensation targets for 2009, and determined his performance-related compensation for It set the procedures for allocating fees payable to directors and members of the Board Committees for It also allocated stock options and share grants subject to performance conditions and made exceptional share grants to senior executives of the Group responsible for implementing and ensuring the success of strategic or highly complex transactions. Corporate governance The Board of Directors reviewed its position with regard to corporate governance issues, including the composition and organisation of the Board and its Committees, as well as directors independence. As a result, at the annual general meeting of 19 May 2009, it proposed the re-election of all the directors, except for Foncière Euris which was re-elected in 2008, as well as the election of two new independent directors, Jean-Dominique Comolli and Rose-Marie Van Lerberghe. The Board of Directors was informed of the results of the latest assessment of its practices carried out by the Appointments and Compensation Committee, which are presented on page 206. The Board of Directors approved the Chairman s Report on corporate governance, internal control and risk management. In addition, it was advised of the work of the Board Committees, as described below.

207 Registration document 2009 / Casino Group Corporate governance I 205 Committees of the Board The Board of Directors is currently assisted by two specialised committees: the Audit Committee and the Appointments and Compensation Committee. The members of these committees, all of whom are directors, are appointed by the Board, which also designates their chairmen. The Chairman and Chief Executive Officer does not sit on either of the committees. The role, duties and procedures of each committee were defined by the Board when they were first established and are incorporated in the Board of Directors Charter. Audit Committee Composition The Audit Committee has four members, three of whom Frédéric Saint-Geours (Chairman), Jean-Dominique Comolli and Gérald de Roquemaurel (since 3rd March 2010) are independent. The third member is Gilles Pinoncély. Role and duties The Audit Committee is responsible for assisting the Board of Directors in reviewing the annual and interim financial statements, and in dealing with events likely to have a material impact on the position of the Company or its subsidiaries in terms of commitments and/or risks, compliance with laws and regulations and any material pending litigation. It is also responsible for monitoring the effectiveness of the internal control and risk management systems. Its powers and duties are set out in a Charter, including those concerning risk management and the identification and prevention of management errors. Work performed in 2009 The Audit Committee met five times in 2009 with an attendance rate of 100%. During its meetings the Committee reviewed the annual and interim accounts closing processes and read the Statutory Auditors post-audit report, which included a discussion of the accounts and of all consolidation operations. It reviewed off-balance sheet commitments, risks, and the accounting policies applied in relation to provisions, as well as legal and accounting developments. It reviewed the various risk management documents and the Chairman s report on internal control and risk management. It discussed the audit assignments carried out during 2009 with the internal audit department, the conditions in which they took place and the 2010 audit plan. It informed the Board of its observations and recommendations on the work performed and the implementation of the internal auditors recommendations. It reviewed the Group s internal control charter. It implemented and supervised the process of re-appointing the statutory auditors, whose term of office ends at the annual general meeting of 29 April 2010, and made recommendations to the Board of Directors. The independent members of the Audit Committee were asked by Senior Management to carry out a specific assignment in February and March 2009, consisting of supervising and monitoring the work carried out by the independent accountant appointed to give a fairness opinion on the ratio proposed for the conversion of preferred non-voting shares into ordinary shares. They reported to the Board of Directors on the independent accountant s work and gave their opinion on the merits of the proposed transactions. The Chairman of the Committee reported to the Board of Directors on the work carried out at each Committee meeting. Appointments and compensation committee Composition The Committee has five members, three of whom Rose- Marie Van Lerberghe, Chairman, Henri Giscard d Estaing and Gérald de Roquemaurel are independent. The other two members are David de Rothschild and Catherine Soubie. Role and duties The Committee s primary role is to assist the Board of Directors in reviewing candidates for appointment to senior management positions and for election to the Board of Directors, setting and overseeing the Group s executive compensation, stock option and share grant policies, and establishing employee share ownership plans. Its powers and duties are set out in a Charter, including those concerning implementing and organising the assessment process for the Board of Directors practices and performance, and ensuring compliance with the Company s corporate governance principles, Code of Conduct and Board of Directors Charter. Work performed in 2009 The Committee met four times in 2009 with an attendance rate of 95%. During the year, the Committee undertook its annual review of Board and Board Committee practices and compliance with the corporate governance principles set out in the Afep-Medef code and the Board Charter. It examined each director s relations with Group companies that could compromise his or her freedom of judgment or lead to a conflict of interest. It analysed the comments and observations made by the directors on the assessment of Board practices carried out in 2009 and presented its conclusions to the Board of Directors.

208 206 I Corporate governance Registration document 2009 / Casino Group Chairman s report CORPORATE GOVERNANCE As part of the process of re-electing the directors, the Committee also selected the two new independent directors and made its recommendation to the Board of Directors. It made proposals concerning (i) the method of determining the Chairman and Chief Executive Officer s fixed and performance-related compensation for 2009 and the amount of performance-related compensation due for 2008; (ii) allocating directors fees to members of the Board of Directors and Board Committees; and (iii) allocating stock options and share grants to employees of the company. The Chairman of the Committee reported to the Board of Directors on the work carried out at each Committee meeting. The Committee uses outside research and comparative surveys, mainly carried out by specialist firms, to assist it in some of its duties. Procedures for determining Executive Officers compensation and directors fees The Chairman and Chief Executive Officer receives a fixed salary plus a performance-related bonus set annually on the recommendation of the Appointments and Compensation Committee, supported where appropriate by market surveys conducted by outside consultants. His performance-related bonus for 2009 was contingent on the achievement of quantitative targets for the Company concerning sales and consolidated trading profit as well as net debt figures, consistent with those set for members of the Executive Committee. The Chairman and Chief Executive Officer has no entitlement to supplementary pension benefits, termination benefits or non-compete benefits. He is member of the mandatory group pension plans (ARCCO and AGIRC) and the death and disability plan covering all employees within the company. The Chairman and Chief Executive Officer is not entitled to receive stock options or share grants from Casino, Guichard- Perrachon, companies it controls or companies that control it. The methods for allocating the directors fees set by shareholders among directors and members of the Board Committees were determined by the Board of Directors on 4 December 2009 and were unchanged from the previous year: The total fee per director is set at 25,000, comprising a fixed fee of 8,500 and a variable fee based on their attendance rate at Board meetings, capped at 16,500. Variable fees not paid to absent members are not reallocated. The total fee for the Chairman and for directors representing the majority shareholder is capped at 12,500. On his appointment, the Chairman of the Board of Directors waived the additional fee of 25,000 previously paid to the Chairman. An additional fee is paid to Antoine Guichard for the duties he performs as Honorary Chairman in recognition of his attendance at meetings and his continuing input to the Company. Members of the Committees of the Board each receive a fixed fee ( 6,500) and a variable fee based on attendance (up to 13,500 for members of the Audit Committee and up to 8,745 for members of the Appointments and Compensation Committee). Variable fees not paid to absent members are not reallocated. An additional fee of 10,000 was allocated to each independent member of the Audit Committee in recognition of their specific assignment consisting of supervising the work of the independent accountant on the proposed conversion of preferred non-voting shares into ordinary shares. Information provided to the Board of Directors The Chairman or Chief Executive Officer is responsible for providing all directors with the documents and information they need to fulfil their role and duties. Prior to each Board meeting, directors receive a set of documents containing the main information they require to prepare for the items on the agenda. Senior Management provides the Board of Directors at least once a quarter with a status report on the business operations of the Company and its main subsidiaries, including sales figures and results trends, as well as information on debt and credit lines and headcount data relating to the Company and its main subsidiaries. The Board of Directors also reviews the Group s off-balance sheet commitments at least once every six months. The Chief Financial Officer and the Advisor to the Chairman who acts as Secretary to the Board attend all Board meetings. Other members of the Executive Committee attend as and when necessary. Assessment of the Board s practices and performance In accordance with the corporate governance code, the Board of Directors Charter provides for an annual debate on and regular assessment of the Board s practices and performance, organised and carried out by the Appointments and Compensation Committee with the assistance of outside consultants if required. A new assessment was conducted in 2009, by means of a questionnaire sent to each of the directors. Comments and observations made by the Directors revealed that the Board s practices are fully satisfactory with regard to business conduct and corporate governance principles and that progress had been made since the previous assessment.

209 Registration document 2009 / Casino Group Corporate governance I 207 ATTENDANCE AT SHAREHOLDERS MEETINGS Information on attendance at shareholders meeting is set out in articles 25, 27 and 28 of the Company s by-laws (see page 243). FACTORS LIABLE TO HAVE AN INFLUENCE IN THE EVENT OF A PUBLIC OFFER Information on the Company s capital structure and significant direct or indirect interests in its share capital known by the Company by virtue of articles L and L of the French Commercial Code (Code de commerce) is provided on pages 37 onwards. The by-laws contain no restrictions on voting rights or the transfer of shares. There are no agreements known to the Company by virtue of article L of the French Commercial Code (Code de commerce) that contain pre-emption rights with respect to the sale or purchase of the Company s shares. There are no known shareholders agreements that could result in restrictions on the transfer of shares and/or exercise of voting rights. The Company has not issued any securities conferring special control rights. There are no employee share schemes where the voting rights are not exercised directly by the employees. The rules governing the appointment and replacement of Board members and amendment of the by-laws are described on pages 241 onwards. The powers of the Board of Directors are described on pages 203, 220 and 222. The Board s powers to issue and buy back shares are described on page 41 and page 37 respectively. Agreements to which the company is a party and which are altered or terminate upon a change of control of the Company are described on pages 34 ( Monoprix ) and 50 ( Liquidity Risks ). There are no agreements between the Company and its directors or employees providing for compensation if they resign or are made redundant without valid reason, or if their employment ceases because of a takeover bid.

210 208 I Corporate governance Registration document 2009 / Casino Group Chairman s report INTERNAL CONTROL AND RISK MANAGEMENT INTERNAL CONTROL AND RISK MANAGEMENT Groupe Casino s internal control system is based on the internal control framework set out by the Autorité des Marchés Financiers (AMF), which is a French adaptation principally of the international framework published by the COSO (Committee of Sponsoring Organizations of the Treadway Commission), particularly in terms of the components of internal control. The work underlying this report involved interviews, analysis of audit reports and circulation of AMF and internal questionnaires. This report and the underlying work have been presented to the Audit Committee for review and opinion, and submitted for approval to the Board of Directors of Casino, Guichard- Perrachon in accordance with the law Diverses Dispositions d Adaptation au Droit Communautaire of 3 July INTRODUCTION 1.1 Scope of internal control In accordance with the AMF framework, the scope of internal control as described in this report covers the parent company and its subsidiaries within the meaning of the French Commercial Code (Code de commerce). 1.2 Definition and objectives of internal control Groupe Casino s internal control system, which is defined and implemented under the responsibility of the parent company, is designed to help maintain control over its business operations, achieve its operations effectively and make efficient use of resources, whilst taking appropriate account of the major risks that could prevent the Company from achieving its objectives. More specifically, it aims to provide reasonable assurance regarding: Compliance with applicable laws and regulations. Compliance with instructions and guidance issued by Senior Management. Proper application of processes, particularly with regard to safeguarding the Group s assets. Reliability of financial information. 1.3 Limitations of internal control As stated in the AMF framework, no internal control system can provide absolute assurance that the company s objectives will be achieved. There are limitations inherent in all internal control systems resulting from numerous internal and external factors. 2. COMPONENTS OF INTERNAL CONTROL 2.1 Internal control pre-requisites Objective setting and communication Groupe Casino sets its strategic and financial objectives in a three-year business plan under the responsibility of the parent company s Senior Management. The plan is fully reviewed and updated on an annual basis. The first year of the plan constitutes the budget.

211 Registration document 2009 / Casino Group Corporate governance I 209 The Strategy department is responsible for drawing up the plan, and in this role has the following tasks: Co-ordinating the preparation of three-year business plans by the various Group entities and checking them for consistency. Drawing up the Group s consolidated plan. Verifying the Group s broad financial targets, particularly in terms of capital expenditure, financial resource allocation and debt management. Monitoring achievement of the plan, in association with the Finance Department (mainly Financial Control) and updating it regularly on the basis of actual results. Working with the Executive Committee and operating units and support functions to draw up related action plans and ensuring that the measures provided for are implemented Rules of conduct and integrity Internal control is more effective if based on rules of conduct and integrity led by the Board of Directors and Senior Management and relayed to all employees. Groupe Casino strives to convey values of ethics and integrity throughout the organisation. The Group s core values Entrepreneurship, Loyalty, Excellence and Solidarity are deeply rooted in its history. Its corporate signature Nourishing a world of diversity, also reflects the Group s aim of involving all its people in shared commitments. These values are relayed throughout the organisation and help to convey the notions of professional integrity and corporate ethics that underpin all Group initiatives. They are tailored where needed to the Group s subsidiaries. Specific training courses continued during 2009 to encourage managerial attitudes and behaviour in line with these values: Innovating and creating the right management conditions; Putting the customer first; Taking decisions and initiatives; Encouraging performance; Developing employee skills; Furthering the Group s interests. The Group also has a policy of actively combating discrimination and encouraging diversity, particularly in terms of recruitment and career management. 2.2 Organisation Because of its broad range of business activities, the Group s has a decentralised structure. It this way, both its operations and its internal control system can take better account of each business unit s specific features, making managers more responsive and the decision-making process more effective. In France, the business unit heads are responsible for relaying and applying the strategy set by Senior Management. International operations are overseen by an International Co-ordination department, a Development and Holdings department, as well as Country Managing Directors, who are responsible for relaying and implementing the strategy set by Senior Management as well as the Group s values. Each business unit has its own support departments, which have a reporting line to the corresponding Group department Parties involved in internal control Employees, managers and operating heads are all responsible for internal control, within the scope of the objectives assigned to them. Group Internal Control is responsible for encouraging the implementation of best internal control practices. Its duties include: Setting out the Group s internal controls in general procedures and risk and control matrices. Identifying and deploying internal control management tools in association with the appropriate departments. Assisting the operating and support units in improving and optimising the control systems in place or to be deployed. Setting out, managing and overseeing internal control and risk management training programmes, including fraud prevention. Analysing issues identified by the operating or support units involving deficiencies in internal control or significant developments in processes or information systems, both at central and business unit level. Overseeing the work underlying the Chairman s report on internal control and risk management. Any other matters relating to internal control and risk management as determined by Senior Management. Group Internal Control works with local internal controllers in the various business units, forming a network of about thirty dedicated internal control staff. Senior Management, through the Executive Committee, is responsible for defining, driving, implementing and overseeing the internal control system to ensure that it is appropriate for the Company s position and operations. The Board of Directors of the parent company, Casino, Guichard-Perrachon, is informed of the key features of the internal control system by Senior Management. The Board has set up an Audit Committee whose role is described below. The Board may also use its general powers to perform controls and verifications or take any other initiatives it deems appropriate. The Audit Committee is responsible for checking that Groupe Casino has the appropriate resources to identify, detect and prevent risks, errors and irregularities in the management of the Group s business. As such it fulfils a clear, ongoing oversight role in relation to internal control.

212 210 I Corporate governance Registration document 2009 / Casino Group Chairman s report INTERNAL CONTROL AND RISK MANAGEMENT It issues observations and recommendations on audit work performed within the Group, and carries out or commissions any internal control analyses and reviews it deems appropriate. It oversees the financial reporting process and monitors the effectiveness of internal control, internal audit and risk management systems in the Group. The other roles and duties of the Audit Committee, together with its modus operandi, are described in the corporate governance section of this report. Lastly, the role of Group Internal Audit and the business unit internal audit departments in relation to internal control are described in the section Monitoring of internal control of this report Responsibilities and powers Delegation of powers The Group Legal and Human Resources departments manage and supervise the process of delegating powers and responsibilities in accordance with local law. Segregation of duties Each business unit is responsible for organising its structure, functions and operations in such a way as to ensure proper segregation of duties. They may be supported by the internal control teams in this process Human resources policy The Group s human resources policy aims to ensure an appropriate allocation of resources within the Group through structured recruitment and careers management policies designed to help achieve the objectives set by the parent company. The Group also has a structured training policy, particularly in business management, personal development and the Group s various business areas. The business units base their pay policies on an analysis of market practices and on the principle of internal fair treatment, in order to motivate employees. Compensation may include a performance-related bonus, depending on responsibility levels, to reward employees for achieving their objectives. The management by objectives policy, which includes an annual appraisal for all employees, is gradually being deployed throughout the Group Information systems The Casino Group uses integrated software and IT industry standards and governance frameworks (e.g. COBIT V4, ITIL V3, ISO 27000) to ensure that its information systems are geared to the organisation s current objectives and can be upgraded to meet future objectives, particularly in terms of physical and logical security and data backup. These references serve as a basis to spread good information systems practices. They are taken into account when setting and monitoring objectives and deadlines for each business unit, with a view to reducing risk levels Operating procedures, content and communication methods The Group has internal control procedures for its significant business processes. They describe the objectives of the process, the departments and activities concerned and the guidelines to follow. These procedures are published on the intranet sites and other documentary databases of the various Group business units or circulated within the company. 2.3 Internal communications Appropriateness and reliability of information Management is responsible for deciding what information should be communicated to the various parties involved and for assessing its appropriateness. It must provide employees with all the information they need to fulfil their duties and Senior Management with the information it needs for decision-making. The managers of each business unit are responsible for circulating information to other entities, especially if it is likely to have an impact on their activities. The Financial Control teams of each business unit are required to use IFRS accounting information in their standard monthly management reports sent to the Group. Any variances against forecast and prior year data are analysed in detail. This work is also designed to identify any potential errors. Large business units conduct monthly business reviews and report thereon to management Information and communication Timeframe for providing information The timeframe for providing information is designed to give the parties involved sufficient time to react appropriately. This is particularly true of events likely to lead to a crisis at Group level, for which there is a specific procedure. Communication methods The Group s information systems, intranet sites, databases and other communication media are not only used to communicate information but also to centralise and circulate procedures applicable to various activities. In cases likely to lead to crisis at Group level, events are reported according to a procedure which specifies the content, the parties involved and the timeframe for providing the information. A reporting tool is also used by a number of business units for prompt reporting to Senior Management. Confidentiality All Group employees are bound by a duty of confidentiality covering any information they obtain in the course of their employment. Employees likely to obtain inside information during the course of their employment are identified and registered on an insider list, in accordance with the AMF s General Regulations. They are informed of their status as permanent insiders.

213 Registration document 2009 / Casino Group Corporate governance I Identifying, analysing and managing risks Identifying risks Recurring risks The Casino Group is exposed to various types of recurring risk, including market risk, liquidity risk, credit and counterparty risk, operational risk, industrial and environmental risk, and legal risk. These risks are described in the section of the annual report entitled Risk factors Insurance. The internal control system takes account of all of the major risks to which the Group is exposed through its business operations and local operating environment. They have been mapped and classified into 17 areas, 62 processes and 174 sub-processes. Crisis risks Crisis risk management is decentralised and each business unit is responsible for identifying the specific risks to which its operations are exposed. The Group has a Risk Management Committee, which reports to Senior Management and is responsible among other things for identifying potential crisis risks at Group level. The Committee meets quarterly on average and its members have all the skills required to meet the objectives set Risk analysis Recurring risks Identified risks are reviewed regularly during internal audit assignments. They are evaluated according to their impact, occurrence and strategic importance of the process concerned, as well as in light of the internal control system in place. The internal control system is systematically assessed as part of the audit assignment, in light of the risks already or newly identified. Tests are conducted to assess internal controls, evaluate the residual risk and issue recommendations on implementing a new or improving an existing internal control process. The results of internal audit assignments are used to assess residual risk and update the risk map. The work carried out by the Internal Audit department is described in greater detail in the section of this report on Monitoring of internal control. Crisis risks Crisis risks at Group level are assessed and prioritised at local level by the business unit heads and, if necessary, re-assessed centrally. Assessments are based on an internal grid that takes account of the potential impact of an event on the Group s property, plant and equipment and intangible assets and on business continuity. The Risk Management Committee is in charge of supervising the management of events that could potentially lead to crisis at Group level. It has produced a crisis risk management manual and is responsible for mobilising the appropriate resources for each event Risk management Recurring risks The risk map underpins the work of the Internal Control department, which plays an important role in implementing the measures required to reduce risks. It also underpins the work of the Internal Audit department, which is responsible for ensuring that internal controls are properly performed and for identifying any residual risk. The role and work of Internal Control is described in detail in the section of this report on Organisation of the internal control system. The control activities described below are aimed at reducing risks, i.e. events whose occurrence could prevent the Group from achieving its objectives. Crisis risks Each business unit is responsible for organising a business continuity plan geared to each identified crisis risk, for implementing a management process for all events that could potentially lead to crisis and for reporting critical information. At Group level, the Risk Management Committee s role is to: Propose risk prevention plans. Co-ordinate and harmonise risk management working methods between the Group s entities. Provide support to the local teams where required. Spread best practices as widely as possible. Manage major crises by mobilising the human and technical resources appropriate for each situation. Take part in reviewing the Group s risk management systems. Casino has a dedicated crisis management unit, comprising representatives from Group Senior Management, as well as the Human Resources, Sales, Communications and Legal departments. Formal crisis management procedures, updated in 2009, set out the responsibilities and duties of each member, as well as the key instructions and guidelines to be followed. The crisis management unit also has access to scientific support and assistance where necessary. In 2009, the Committee worked on improving the Group s business continuity plans with assistance from a specialist business continuity firm and from the Fédération des Entreprises du Commerce et de la Distribution trade federation. Insurable hazards The Group Insurance department is responsible for analysing insurable hazards of controlled subsidiaries and, where permitted by local legislation, for taking out and managing the appropriate insurance policies on a centralised basis. It plays a cross-functional role in operational management of insurance (monitoring the Group s property assets, property damage/business interruption insurance, third-party liability insurance, construction site insurance, lease insurance, etc.), and in risk prevention. The department coordinates and oversees the insurance policies taken out by the Group s majority-controlled international subsidiaries and those for which it has operational responsibility.

214 212 I Corporate governance Registration document 2009 / Casino Group Chairman s report INTERNAL CONTROL AND RISK MANAGEMENT The Insurance department is involved in monitoring claims and receives information from business units about events and developments likely to change the terms and conditions of existing insurance policies. 2.5 Control activities Compliance with laws and regulations Organisation All consolidated companies have a legal department responsible for ensuring that the company complies with all applicable laws and regulations. The Group Legal Counsel, who reports to Senior Management and is a member of the Executive Committee, oversees a team of legal advisers covering the following areas: Corporate affairs. Cross-functional affairs (including contracts, competition, intellectual property and the environment). Business division affairs (consumer law, retailing law, labour law, safety regulations, real estate matters). Tax matters are dealt with by a department reporting to the Group s Chief Financial Officer. The Group Legal department has established procedures to ensure that the Group s operations comply with laws and regulations. It reports monthly on all major pending legal matters in the above areas and holds regular meetings designed to spread good practices. Legal intelligence Legal intelligence is the responsibility of each business unit s legal team, supported where necessary by external law firms. The legal teams have access to a database and specialist reviews to keep them abreast of developments on a daily basis. The Human Resources and Legal departments are also involved in legal intelligence with regard to labour law. Transcribing legislation into company regulations The legal team is responsible for transcribing laws and regulations applicable to the various business units, as well as any amendments. It prepares and circulates opinions, standard procedures or memos to operating staff to ensure that all legal and regulatory requirements are properly taken into account. Staff information and training on relevant regulations The Group Legal department is involved in prevention and advice campaigns in all areas of the law. It seeks to raise the awareness of the heads of the Group s operating units and support functions concerning risks that may arise due to the conduct of Group companies and employees. It circulates procedures to all employees. Training on legal issues and requirements may be provided by the Legal departments or by external law firms. The Legal departments or external law firms may be involved in drafting contracts to protect the Group legally in its dealings with third parties. Control activities to ensure that operations comply with regulations Each Legal department is responsible for ensuring that its company s subsidiaries comply with applicable laws and regulations. Compliance control is the responsibility of each company s management team or its delegated representatives where applicable. These aspects of compliance are also controlled during internal audits of operations. Disputes and litigation are overseen by each Legal department, supported if necessary by external lawyers and the Group Legal department Compliance with Senior Management instructions and guidance Circulating Senior Management instructions and guidance As described earlier, the Group s objectives are set by Senior Management and shared with the business unit heads through budgets and three-year plans. The Strategy department is responsible for checking that the plan is always consistent with Senior Management s objectives. Each business unit then drills down its own objectives to sub-unit level. For international subsidiaries, the process involves the International Co-ordination department, which is responsible for ensuring consistency between the objectives and their various projects. In 2009, ten key projects were initiated by Senior Management and drilled down to business unit level. The business unit heads are responsible for implementing action plans aimed at achieving the strategic objectives. Monitoring compliance with instructions and guidance A number of key performance indicators are used to monitor compliance with Senior Management instructions and guidance, and to measure any variances against its objectives. The frequency of indicator reporting depends on the type of information. The financial reporting systems are also used to monitor performance on a business unit and consolidated basis. Senior Management receives a standard monthly management report drawn up by each business unit, summarising its key performance and management indicators and including a year-to-date income statement, balance sheet and cash flow statement. It also contains comments on achievement of objectives and a report on the main actions in progress. In 2009, the Group set up a unit dedicated to optimising and monitoring the business units working capital requirements. The information contained in the monthly report is formally reviewed by Senior Management and the business unit s management to provide appropriate oversight. In addition, Group Financial Control and the Strategy department report regularly to Senior Management on their analysis work. All reported data aims to give Senior Management the information it needs to monitor achievement of its annual objectives and to implement remedial plans where necessary.

215 Registration document 2009 / Casino Group Corporate governance I 213 Annual forecasts are reviewed twice a year to factor in market trends and revise the full-year targets if necessary. These revisions are submitted to Senior Management for approval. An Investment Committee was created in It is responsible for updating investment procedures and overseeing projects in progress Effectiveness of internal processes particularly with regard to safeguarding assets Processes aiming to protect property and people A permanent control process aims to protect property and people and ensure compliance with applicable legislation. It is the responsibility of several different departments in each business unit, and particularly the Technical and Operations departments. Where necessary, they are supported by outside service providers in the areas concerned. Fixed asset management The Group s new construction projects are based on specifications drawn up in association with experts. They comply with all applicable regulations and are designed to meet the functional and operational objectives of the building. The entire construction process is overseen by a project manager, who ensures that contractual conditions and the projected budget are met. The Group s property portfolio is monitored technically and administratively. Regular maintenance operations are carried out to keep the properties in an optimal state of repair for their purpose. Business units in charge of a property portfolio may call on the Group s dedicated subsidiaries if required. Other fixed assets (equipment, fixtures and fittings) are monitored on a technical level to ensure their correct use and on an accounting level to ensure the reliability of inventory schedules and the basis for calculation of various taxes. Financial asset management and financial flows Financial asset management and control over financing and financial risk management policies are the responsibility of Group Financial Management supported by the subsidiaries local Finance departments, either directly or through the Financial Co-ordination team. Major operations are monitored individually, primarily on the basis of country risk. Group Financial Management has produced a guide to good financing, investment and hedging practices, which is circulated to all local Finance departments. The guide sets out financing methods, preferred banking partners, appropriate hedging products and required authorisation levels. Group Financial Management is responsible for updating the guide, mainly to take account of changes in the Group s banking partners, which are selected for their first-class ratings. Medium and long-term financing transactions and various risk management transactions such as interest rate hedging are covered by a set of procedures based on prudent, pro-active principles. A Treasury Committee was created in It meets weekly to monitor risks, positions and cash forecasts for each Group unit, under the supervision of Senior Management. Financial transactions are governed by procedures designed to ensure the security of cash receipts. There is a system of delegated signature authorities for cash payments covering the Group s business units. Cash receipts and payments are controlled through reconciliations with bank and accounting data. Business units conducting banking or insurance businesses are responsible for ensuring that they comply with the appropriate legislation. Intellectual property protection All trademarks used by Groupe Casino are checked for availability and then registered with the appropriate authorities in France and all countries where the Group operates or is likely to operate in the future. Each subsidiary monitors its own trademarks to make sure that the requisite registrations are kept up to date. The Group uses outside service providers to make sure that no identical or similar trademarks are registered by other parties and to take appropriate action in the event of infringement. Image protection Corporate advertising is the responsibility of Group Communications. Business units with their own communications department work under the authority and responsibility of Group Communications where Casino s image may be affected. Senior Management systematically approves information published by Group Communications prior to release, including in the event of crisis. The process for approving external communications is deliberately short to ensure swift publication of information and control over external communications that might affect Casino s image. Intelligence and monitoring processes aim to give the Group the means to act and react appropriately to published information, in conjunction with the support departments concerned. Merchandise management The purchasing strategy is based on market research and reflects the business unit s main strategic goals. Action plans are drawn up on the basis of internal or external research to ensure that the product offering always meets market expectations and banner positioning. Controls are regularly carried out to minimise risks relating to dependency on suppliers. Lastly, performance indicators are tracked in order to monitor the effectiveness of the Group s purchasing processes. The Group Quality Control department sets out the quality policy for Casino s private label products in agreement with management. If requested, it will determine and/or circulate good product quality and safety practices for other business units in order to involve all parties in the Group s quality approach.

216 214 I Corporate governance Registration document 2009 / Casino Group Rapport du Président PROCÉDURES DE CONTRÔLE INTERNE ET GESTION DES RISQUES It draws up and implements quality control and monitoring procedures for merchandise and suppliers of Casino private label products, budget products and direct imports. All Quality procedures and supporting documents are contained in a documentary database available via Intranet. Audits are carried out at all supplier manufacturing plants and particularly those that manufacture Casino private label products. In addition, quality and conformity controls are performed on food and non-food products by outside service providers, in accordance with regulations. Group business units take measures to safeguard inventories. These measures include ensuring the security of warehouses, equipment and merchandise, goods reception and shipping processes, as well as monitoring standards relating to hazardous or regulated products. Stock-takes are performed regularly and particularly as part of the accounts closing process. They are designed to detect any anomalies in goods flows and to monitor performance. Shrinkage is measured and may give rise to action plans. 2.6 Monitoring of internal control Monitoring of internal control is carried out at several levels under the supervision of Senior Management. Senior Management is informed regularly of any deficiencies in the internal control system and its appropriateness for the Group s business operations, and takes any necessary remedial action Monitoring by Management Management plays an ongoing role in monitoring the effectiveness of internal control procedures. It is responsible for implementing remedial action plans and reporting any serious deficiencies to Senior Management Assessment by Internal Audit Group Internal Audit and the business unit internal audit departments regularly review the effectiveness of the internal control system through their internal control assessment work. It is responsible for assisting Senior Management and the various French and international business units in exercising their responsibilities. It also provides information or responses to all requests made by the Audit Committee of parent company Casino, Guichard-Perrachon. The subsidiaries internal audit teams report to their Senior Management or Administration and Finance department, but also have a functional reporting line to Group Internal Audit and Group Internal Control. Group Internal Audit therefore has a central internal audit team supported through the functional reporting line by local internal audit teams in France and abroad, comprising a total of just over one hundred and twenty people. Group Internal Audit co-ordinates the work of the various Group audit departments to encourage a shared vision and working methods, as well as collaboration on some assignments where appropriate. Internal audit assignments conducted by the Group team are set out in an annual audit plan prepared by Group Internal Audit based on the Group s risk map, the principle of audit cycles and any major issues identified by Senior Management. The annual audit plan is reviewed by Senior Management and the Audit Committee of the parent company, who may ask for additional assignments to be incorporated either during the preparation of the audit plan or in the course of the year. Business unit internal audit departments draw up their own annual audit plans which are approved by their senior management. The Group Internal Audit charter, approved by the Audit Committee of parent company Casino, Guichard-Perrachon, describes the Group s internal audit function and how it operates. This is supplemented by formal guidelines for conducting audit assignments, which are based on the professional standards of the Institute of Internal Auditors (IIA). Group Internal Audit and Control reports regularly to Senior Management and the Audit Committee of parent company Casino, Guichard-Perrachon, in accordance with the provisions set out in the Internal Audit charter Monitoring by external auditors The Statutory Auditors are required to obtain an understanding of the organisation and operation of the Group s internal control procedures, to give their opinion on the description of the internal control and risk management system for the financial reporting process, and to certify that other information required by article L of the French Commercial Code (Code de commerce) has been provided. This Chairman s report on internal control and risk management has therefore been reviewed by the Statutory Auditors. In addition, in accordance with the law of 8 December 2008 transposing the 8th European Directive into French law, the Statutory Auditors are required to have discussions with Group Internal Audit and Control Internal control intelligence Group Internal Audit and Control is responsible for keeping abreast of best internal control practices developed by Groupe Casino business units and best practices in the marketplace. 3. INTERNAL CONTROL OVER THE FINANCIAL REPORTING PROCESS Internal control over the financial reporting process aims to provide reasonable assurance regarding: Compliance of published accounting and financial information with the applicable regulations. Compliance with Senior Management instructions and guidance on financial reporting. Safeguard of assets. Prevention and detection of fraud and accounting and financial irregularities, as far as possible.

217 Registration document 2009 / Casino Group Corporate governance I 215 Reliability of information circulated and used internally for management or control purposes, where it is used in the preparation of published accounting and financial information. Reliability of published financial statements and other published information. The scope of internal control over the financial reporting process described below covers the parent company and all companies included in its consolidated financial statements. 3.1 Monitoring the financial reporting process Aspects relating to resource management and the roles of Senior Management and the Board of Directors in monitoring and overseeing the financial reporting process are described in sections and of this report General organisation Each business unit has its own accounting and finance department to ensure that local requirements and obligations are properly handled. Some business units may outsource these activities to shared support functions. Each business unit is responsible for organising its accounting and finance function in accordance with the principle of segregation of duties. Group Accounting and Management and Group Financial Management monitor and oversee the local departments. They also consolidate data reported by the business units and produce the accounting and financial information published by Groupe Casino. The Audit Committee reviews the annual and interim accounts in order to give an opinion to the Board of Directors on the financial statements to be published. It also reviews the conclusions of the Statutory Auditors on their work. For this purpose, it obtains information on and monitors the process for preparing the related accounting and financial information, ensuring that: Appropriate control procedures have been applied, through its review of internal audit work. The accounts closing process has been properly carried out. The main accounting options chosen are appropriate Application and control of accounting policies The system aims to ensure that local accounting standards used comply with regulations and that they are available to everyone involved in the financial reporting process. As part of the consolidation process, each business unit sends its IFRS-compliant accounts to Group Accounting and Financial Control, including an income statement, balance sheet, cash flow statement, net cash statement and various key performance indicators. Group Accounting and Financial Control has produced and circulated a Financial Reporting Guide designed to ensure that information reported is reliable and consistent throughout the Group. This guide describes Group accounting policies, consolidation principles, and consolidation adjustments and entries, as well as management accounting principles and the accounting treatment of complex transactions. All users of the Group s financial reporting system have received a copy of the guide. In addition, a compliance watchdog unit has been set up to assess and anticipate changes in accounting and tax regulations that may impact the Group s accounting standards, particularly IFRSs. Any regulatory developments that have an impact on the Group s accounting procedures are explained in memos Tools The Group s information systems are described in section of this report. Each business unit has a team responsible for ensuring that local information systems used for financial reporting conform to local regulations and accounting standards. Accounting and financial data, adjusted to comply with Group standards, are reported by the business units through a single consolidation and financial reporting software package. The Group s reporting system has a dedicated administrator. 3.2 Financial reporting process Identification of risks affecting the financial reporting process The Management of each business unit is responsible for identifying risks affecting the financial reporting process in order to segregate duties in the upstream accounting production processes. The main aim is to prevent fraud and accounting and financial irregularities, but also to implement control activities appropriate to the level of risk Control activities aimed at ensuring the reliability of published accounting and financial information Preparation and consolidation of financial and accounting information The accounting production processes are organised with a view to providing high quality, reliable published accounting and financial information. Most consolidation adjustments are made by the business units. Group Accounting and Financial Control arranges training for the business units in how to use the reporting system and the Financial Reporting Guide, to guarantee high quality data and reliable financial and accounting information. The system checks data consistency through automatic controls. The local Accounting departments also check consistency of local data and Group Accounting and Financial Control checks consistency of consolidated data.

218 216 I Corporate governance Registration document 2009 / Casino Group Chairman s report INTERNAL CONTROL AND RISK MANAGEMENT The reporting system incorporates a staged data validation process for information reported by business units. Each item of data passes through various stages, with different revision and processing options available at each stage. There is a set of blocking controls which must be resolved before the business unit can report its data to a higher level. Group Accounting and Financial Control regularly checks changes in the percentages of control held in subsidiaries and associates, in order to ensure that the appropriate consolidation method is applied. As required by law, Casino, Guichard-Perrachon has two Statutory Auditors, whose network of local audit firms may also be involved in auditing accounting information, including consolidation adjustments, produced by various Group subsidiaries. Their duties include verifying that the annual financial statements are prepared in accordance with generally accepted accounting principles and give a true and fair view of the Group s results of operations for the year and its financial position and net assets at the year-end. The Group Accounting and Financial Control department acts as the interface with the external auditors of the Group s various entities. The Group s Statutory Auditors are appointed through a competitive tender procedure arranged and overseen by the Audit Committee in line with the recommendations made in the Afep-Medef corporate governance code. Management of external financial information The Investor Relations department is in charge of communicating financial information to the financial community (analysts, investors, etc). The communication media used are also validated by Group Financial Control and Reporting prior to release. The Board of Directors is also presented with information concerning the publication of results or acquisition and mergers, and may make comments and proposals. This information is, in addition, submitted to the Statutory Auditors for comment prior to issue. Financial information is disclosed to the markets through the following communication channels: Media releases. Conference calls for quarterly releases of sales figures. Annual and interim results presentations. Presentations to financial analysts and investors, including road shows organised in France and abroad. Annual General Meetings. Annual reports, business reviews and sustainable development reports. Group Investor Relations is also involved in approving financial information drawn up by listed majority-controlled subsidiaries and ensures consistency between the various communication media used by the Group. Lastly, in association with the Group Legal department, it oversees compliance with laws and regulations on financial reporting, and with AMF recommendations. 4. CONCLUSION The Casino Group takes a continuous progress approach to its internal control system to promote the systematic use of best practices. The Group intends to continue implementing and upgrading its internal control system against a background of ongoing developments in the legal and regulatory framework. The diversity of the Group s business operations and geographical scope demands ongoing monitoring of internal control processes to encourage even greater standardisation.

219 Registration document 2009 / Casino Group Corporate governance I 217 Statutory Auditors Report PREPARED IN ACCORDANCE WITH ARTICLE L OF THE FRENCH COMMERCIAL CODE (CODE DE COMMERCE), ON THE REPORT PREPARED BY THE CHAIRMAN OF THE BOARD OF DIRECTORS This is a free translation into English of a report issued in French language and is provided solely for the convenience of English-speaking readers. This report should be read in conjunction with and construed in accordance with French law and professional auditing standards applicable in France. In our capacity as statutory auditors of Casino, Guichard- Perrachon and in accordance with article L of the French commercial code (Code de Commerce), we hereby report on the report prepared by the chairman of your company in accordance with article L of the French commercial code (Code de Commerce) for the year ended December 31, 2009 It is the chairman s responsibility to prepare and submit for the board of directors board s approval a report on internal control and risk management procedures implemented by the company and to provide the other information required by article L of the French commercial code (Code de Commerce) relating to matters such as corporate governance. Our role is to: report on the information contained in the chairman s report in respect of the internal control procedures relating to the preparation and processing of the accounting and financial information, confirm that the report also includes the other information required by article L (S.A. à CA) ou L (S.A. à directoire et CS) of the French commercial code (Code de Commerce). It should be noted that our role is not to verify the fairness of this other information. We conducted our work in accordance with professional standards applicable in France. Information on internal control procedures relating to the preparation and processing of accounting and financial information The professional standards require that we perform the necessary procedures to assess the fairness of the information provided in the chairman s report in respect of the internal control procedures relating to the preparation and processing of the accounting and financial information. These procedures consist mainly in: obtaining an understanding of the internal control procedures relating to the preparation and processing of the accounting and financial information on which the information presented in the chairman s report is based and of the existing documentation; obtaining an understanding of the work involved in the preparation of this information and of the existing documentation; determining if any material weaknesses in the internal control procedures relating to the preparation and processing of the accounting and financial information that we would have noted in the course of our work are properly disclosed in the chairman s report. On the basis of our work, we have nothing to report on the information in respect of the company s internal control procedures relating to the preparation and processing of the accounting and financial information contained in the report prepared by the chairman of the board of directors in accordance with article L of the French commercial code (Code de Commerce). Other information We confirm that the report prepared by the chairman of the board of directors also contains the other information required by article L of the French commercial code (Code de Commerce). Paris and Lyon, March 10, 2010 The Statutory Auditors Ernst & Young Audit Cabinet Didier Kling & Associés Sylvain Lauria Daniel Mary-Dauphin Christophe Bonte Didier Kling

220 218 I Corporate governance Registration document 2009 / Casino Group Appendix BOARD OF DIRECTORS CHARTER The Board of Directors has grouped together and, where appropriate, clarified and supplemented, the provisions governing its functioning in accordance with the applicable laws and regulations and the Company s Articles of Association. For this purpose the Board has drawn up a Board of Directors Charter which incorporates all of the Company s corporate governance principles and facilitates their implementation. This Charter describes the Board s organisation structure and modus operandi, the powers and duties of the Board and the Board Committees, and the code of conduct applicable to the Board s members. ORGANISATION AND PROCEDURES OF THE BOARD OF DIRECTORS Election of Directors Directors are elected by the shareholders for a term of three years and are eligible to stand for re-election. Candidates for nomination are first reviewed by the Appointments and Compensation Committee as described in the sections below entitled Committees of the Board - General provisions and Appointments and Compensation Committee. Directors are selected for the contribution they can make to the Board s work through their expertise, diversity of experience and backgrounds, and commitment to the Casino Group s future development. If one or more seats on the Board fall vacant between two General Meetings due to the death or resignation of directors, the Board of Directors may appoint replacement directors. Any such appointments must be ratified by shareholders at the next General Meeting. A director appointed to replace an outgoing director stays in office for the remainder of his predecessor s term. Directors or permanent representatives of corporate directors who reach the age of seventy (70) while in office are required to stand down at the end of their term. This age limit does not apply to directors who were previously members of the Company s Management Board. Notwithstanding the foregoing, a person over the age limit may be elected or re-elected for a single three-year term. In any event, the number of directors or permanent representatives of corporate directors over the age of seventy (70) may not exceed one quarter of the total number of directors in office. Should this proportion be exceeded, the oldest director or permanent representative shall stand down at the Annual General Meeting held to approve the financial statements for the year in which the proportion was exceeded. The Board of Directors is responsible for ensuring that it has sufficient independent directors to comply with the recommendations made in the September 2002 Afep-Medef report on corporate governance. Board meetings and decisions of the Board The Board of Directors meets as often as necessary in the interests of the Company. Meetings are called by the Chairman or in the Chairman s name by any person designated by him. If the Board has not met for a period of over two months, a group of at least one third of the Directors may ask the Chairman to call a meeting to discuss a particular agenda, as may the Chief Executive Officer. Meetings are held at the venue specified in the notice of meeting. Directors may give proxy to another director to represent them at Board meetings, provided that they clearly state their position concerning all the matters to be put to the vote. Directors may only hold a proxy from one other director. However, a Director taking part in a meeting by videoconference or telecommunications under the conditions set out below may not act as proxy for another Director. These provisions also apply to the permanent representatives of corporate directors.

221 Registration document 2009 / Casino Group Corporate governance I 219 A quorum of at least half the directors is required for the meeting to transact business. Decisions are taken by majority vote of the directors present or represented by proxy. In the event of a split ballot, the Chairman of the meeting has the casting vote. As permitted by law, the Chairman of the Board may occasionally permit Directors to participate in a meeting by videoconference or telecommunications, if so requested for valid reasons. The videoconference or telecommunications link used must be technically capable of transmitting at very least the voice of the person or persons concerned and allowing them to be properly identified and participate effectively in the meeting through a continuous and simultaneous broadcast. It must also be able to guarantee confidentiality of the proceedings. The videoconference link must simultaneously transmit both image and voice and enable the person or persons attending the meeting by such means and those persons physically present at the meeting to recognise each other. Telecommunications means the use of a telephone conference call system which allows those persons physically present at the meeting and the person attending by telephone to recognise, beyond any doubt, the voice of each participant. In case of doubt or poor reception, the Chairman of the meeting may decide to continue the meeting and exclude those persons attending by videoconference or telecommunications for the purpose of determining the quorum and majority, provided that the quorum conditions remain fulfilled. The Chairman may also decide to suspend the director s attendance at the meeting if a technical malfunction means that the videoconference or telecommunications link can no longer ensure total confidentiality of the proceedings. When permitting the use of videoconference or telecommunications, the Chairman of the Board must first ensure that all members invited to attend by one of these means have the equipment required to take part effectively in accordance with the requisite conditions. The minutes of the meeting shall indicate the names of those directors attending a meeting by videoconference or telecommunications and mention any technical disruption or incidents which occurred during the meeting. Directors taking part in Board meetings by videoconference or telecommunications are deemed to be present for the purposes of calculating the quorum and majority, except for the following matters: Appointment and compensation of the Chairman of the Board, the Chief Executive Officer or the Chief Operating Officers. Removal of the Chief Executive Officer or the Chief Operating Officers. Approval of the annual and interim financial statements of the Company and the Group, together with the accompanying reports. Furthermore, the Chairman may permit a director to take part in meetings via any other telecommunication medium. In this case, however, the director concerned shall not be deemed present for the purpose of calculating the quorum and majority. The Board of Directors may also permit persons other than the directors to attend its meetings, in a consultative capacity only. An attendance register is drawn up and signed by those directors attending a Board meeting. Directors attending a meeting by videoconference or telecommunications are certified as present on the attendance register by the Chairman. Minutes of Board meetings Board resolutions are recorded in minutes signed by the Chairman of the meeting and at least one of the directors present. Minutes are approved at the next Board meeting and a draft copy is sent to all directors in advance. The minutes shall indicate whether or not a videoconference or telecommunications link was used, list those directors who participated by those means, and mention any technical incidents which occurred during the meeting. Copies or extracts of the minutes may be validly certified by the Chairman of the Board, the Chief Executive Officer, a Chief Operating Officer, the director temporarily acting as Chairman, or a duly empowered representative. Directors fees The Board of Directors may receive annual directors fees, as voted by the shareholders at the Annual General Meeting pursuant to Article 22-I of the Articles of Association. The total fee voted by shareholders is allocated by the Board of Directors, on the proposal or recommendation of the Appoin tments and Compensation Committee, on the following basis: A fixed sum allocated to each director. A variable sum based on attendance at Board meetings. Directors may also receive additional fixed fees for their specific experience or for special tasks undertaken at the Board s request. The Board of Directors fixes the amount of any other compensation payable to the Chairman and Vice Chairman or Chairmen. It may also allocate exceptional compensation for special assignments or mandates entrusted to its members. Each director, whether a natural person, legal entity or permanent representative, undertakes to hold a number of shares in the Company equivalent to the sum of at least one year s directors fees. Shares held to meet this requirement must be held in registered form. Pursuant to the provisions of Article L of the French Commercial Code (Code de commerce), directors or permanent representatives may not hold preferred non-voting shares.

222 220 I Corporate governance Registration document 2009 / Casino Group Appendix BOARD OF DIRECTORS CHARTER AUTHORITY AND POWERS OF THE BOARD OF DIRECTORS Role and powers of the Board of Directors Under the provisions of Article L of the French Commercial Code (Code de commerce): The Board of Directors is responsible for defining the Company s broad strategic objectives and for their implementation. Except for those powers expressly vested in the shareholders in General Meeting, the Board of Directors considers and decides on all matters related to the Company s operations, subject to compliance with the corporate purpose. The Board of Directors also decides whether to combine or separate the positions of Chairman of the Board and Chief Executive Officer. Where the positions are separated, the Chief Executive Officer must be an individual but is not required to be a director. The Board of Directors exercises the powers vested in it by law and the Company s Articles of Association. To exercise these powers, it has a right of information and communication and may be assisted by Committees of the Board. Powers vested in the Board of Directors The Board of Directors reviews and approves the annual and interim financial statements of the Company and the Group, as well as the management reports on the operations and results of the Company and its subsidiaries. It also approves budgets and forecasts. It calls shareholders meetings and may carry out shareholderapproved securities issues. Matters requiring the Board of Directors prior authorisation In addition to the issue of guarantees and security interests and related-party agreements governed by Article L of the French Commercial Code (Code de commerce), which by law require the Board s prior authorisation, the Board of Directors has decided, as an internal rule, that its prior authorisation must be obtained for certain management transactions due to their nature or if they exceed a unit value of 200 million, as specified in the paragraph below entitled Senior Management. Accordingly, the Board s authorisation is required for all transactions that are likely to affect the strategy of the Company and its subsidiaries, their financial position or scope of business, such as the signature or termination of commercial agreements likely to materially influence the Group s future development. In this respect, the Board has also granted certain blanket delegations of authority, renewable each year, which are described in the paragraph below entitled Senior Management. Right of information and communication The Board of Directors carries out all the verifications and controls it deems necessary and at the times it deems appropriate. The Chairman or Chief Executive Officer is responsible for providing all directors with the documents and information they need to fulfil their role and duties. Prior to each Board meeting, directors receive all the information they require to prepare for the agenda items, provided such information is available and sufficiently complete. The Chief Executive Officer reports to the Board of Directors on the following at least once every quarter: Operations of the Company and its main subsidiaries including sales and earnings figures. Debt and the credit lines available to the Company and its main subsidiaries. Headcount data for the Company and its main subsidiaries. The Board of Directors also reviews the Group s off-balance sheet commitments at least once every six months. Chairman of the Board of Directors The Chairman of the Board organises and leads meetings of the Board and reports to shareholders on the Board s work at the General Meeting. He is responsible for ensuring that the Company s corporate governance structures function correctly and, more particularly, that the directors are capable of fulfilling their duties. The Chairman also prepares a report to shareholders, in addition to the Management Report, on the Company s corporate governance and internal control/risk management systems, particularly regarding the financial reporting process. This report indicates any restrictions placed by the Board of Directors on the Chief Executive Officer s powers. If the Company voluntarily refers to a corporate governance code drawn up by an accredited body or organisation, the report also indicates any provisions that are not applied and the reasons why. It indicates where a copy of the code may be obtained. If the Company does not voluntarily refer to such a corporate governance code, the report describes the Company s corporate governance practices over and above the legal requirements and explains why a reference code is not used. The report also describes any special conditions regarding shareholder attendance at general meetings or refers to the provisions of the articles of association where such conditions can be found. The report sets out the principles and rules set by the Board of Directors to determine the compensation and benefits paid to executive officers and refers to disclosure of the information required by article L of the French Commercial Code (Code de commerce).the report is approved by the Board of Directors and published.

223 Registration document 2009 / Casino Group Corporate governance I 221 The Chairman is elected for a period not exceeding his term of office as director. If the Chairman reaches the age of 70 while in office, he is required to stand down at the end of that term. In the event of the Chairman s temporary unavailability or death, the Board of Directors may appoint another director as acting Chairman. In the case of temporary unavailability, the acting Chairman is appointed for a fixed period, which may be renewed. In the case of death, the acting Chairman is appointed until such time as a new Chairman is elected. Senior Management By virtue of article L of the French Commercial Code (Code de commerce), the Chief Executive Officer has full powers to act in all circumstances in the name of the Company within the limits of its corporate purpose, and except for those powers vested by law in the Board of Directors or in the shareholders in a General Meeting. The Chief Executive Officer represents the Company in its dealings with third parties. However, at its meetings of 4 September 2003, 13 October 2006 and 8 November 2007, the Board of Directors decided, as an internal rule, that the Chief Executive Officer must obtain the Board s prior authorisation for the following: Transactions that are likely to affect the strategy of the Company and its subsidiaries, their financial position or scope of business, such as the signature or termination of industrial and commercial agreements likely to materially influence the Group s future development. Transactions representing over two hundred million euros ( 200,000,000), including but not limited to: - Investments in securities and immediate or deferred investments in any company or business venture. - Sales of assets, rights or securities, in exchange for securities or a combination of securities and cash. - Acquisitions of real property or real property rights. - Purchases or sales of receivables, acquisitions or divestments of goodwill or other intangible assets. - Issues of securities by directly or indirectly controlled companies. - Granting or obtaining loans, borrowings, credit facilities or short-term advances. - Agreements to settle legal disputes. - Disposals of real property or real property rights. - Full or partial divestments of equity interests. - Granting security interests. This 200 million ceiling does not, however, apply to finance lease transactions relating to buildings and/or equipment, for which the maximum aggregate authorised amount is set at 300 million per year. These provisions apply to transactions carried out directly by the Company and by all entities controlled directly or indirectly by the Company, except for intragroup transactions. The Board of Directors may grant the Chief Executive Officer authority to carry out the following transactions, up to a maximum aggregate limit set on an annual basis: Guarantees and security interests The Chief Executive Officer may issue guarantees or other security interests to third parties in the Company s name, subject to a maximum annual limit of 400 million and a maximum limit per commitment of 200 million. Loans, confirmed credit lines, short term credit facilities and all financing agreements The Chief Executive Officer may negotiate and/or renew or extend loans, confirmed credit lines, short-term credit facilities and all syndicated and non-syndicated financing agreements subject to a maximum annual limit of 2 billion and a maximum limit per transaction of 400 million. Issuance of bonds and other debt securities The Chief Executive Officer may issue bonds or any debt securities other than commercial paper, under the EMTN programme or otherwise, subject to a ceiling of 2 billion, determine the terms and conditions of any such issue and carry out all related market transactions. The Chief Executive Officer may issue commercial paper subject to a ceiling of 800 million. The Chief Executive Officer may delegate all or some of these powers, except the power to issue bonds or other debt securities. He is required to report regularly to the Board of Directors on their utilisation. These provisions apply to transactions carried out directly by the Company and by all entities controlled directly or indirectly by the Company. The Chief Executive Officer s term of office is set by the Board of Directors at its discretion, but may not exceed three years. If the Chief Executive Officer reaches the age of 70 while in office, he is required to stand down at the end of that term. In the event of the temporary unavailability of the Chief Executive Officer, the Board of Directors shall appoint an acting Chief Executive Officer until such time as the Chief Executive Officer is able to resume his duties. At the proposal of the Chief Executive Officer, the Board of Directors may appoint up to five individuals as Chief Operating Officers to assist the Chief Executive Officer in his duties. In agreement with the Chief Executive Officer, the Board of Directors determines the scope and duration of the powers to be vested in the Chief Operating Officers. However, they have the same powers as the Chief Executive Officer in dealings with third parties.

224 222 I Corporate governance Registration document 2009 / Casino Group Appendix BOARD OF DIRECTORS CHARTER The Chairman, if he is also Chief Executive Officer, the Chief Executive Officer and each of the Chief Operating Officers may delegate their powers to carry out one or several specific transactions or categories of transaction. COMMITTEES Committees of the Board General provisions Under Article 19-III of the Company s by-laws, the Board of Directors may establish one or more specialised committees, appoint the members thereof, and specify their role and responsibilities, under its oversight and authority. The Board of Directors may not delegate to these Committees any powers that are specifically vested in the Board of Directors either by law or under the Company s by-laws. Each committee reports on its work at the next Board meeting. The Committees comprise at least three members, who must be directors, permanent representatives of corporate directors or non-voting directors, appointed by the Board. Members are appointed on a purely personal basis and may not be represented by proxy. Their term of office is set by the Board of Directors and may be renewed. The Board of Directors appoints a Chairman of each Committee, for a period that may not exceed that person s term of office as a Committee member. Each Committee decides how often it will meet and may invite anyone it deems appropriate to attend meetings. Minutes are prepared after each Committee meeting, unless specifically provided otherwise, under the authority of the Committee Chairman. Such minutes are sent to all Committee members. The Committee Chairman reports to the Board of Directors on the Committee s work. The work carried out by each Committee is described in the Company s annual report. The Committees are responsible for making proposals or recommendations and giving their opinion in their specific area of expertise. To this end, they may conduct or commission any research or studies likely to assist the Board of Directors in its decisions. Committee members receive fees allocated by the Board of Directors on the recommendation of the Appointments and Compensation Committee. The Board of Directors is currently assisted by two committees: the Audit Committee and the Appointments and Compensation Committee. Audit Committee The Audit Committee is responsible for reviewing the annual and interim financial statements, together with the accompanying reports, before they are submitted to the Board of Directors for approval. As part of this process the Committee holds discussions with the Statutory Auditors and reviews their audit reports and conclusions. The Audit Committee reviews and gives its opinion on candidates for appointment as Statutory Auditors of the company and its subsidiaries. It verifies the independence of the Statutory Auditors, with whom it has regular contact. It also reviews overall relations between the Statutory Auditors and the company and its subsidiaries and gives its opinion on their fees. The Audit Committee periodically reviews the internal control systems, and more generally the audit, accounting and management procedures of the company and the Group, through discussions with the Chief Executive Officer, internal audit teams and the Statutory Auditors. It provides an interface between the Board of Directors, the Statutory Auditors of the company and its subsidiaries, and the internal audit teams. The Committee also deals with any facts or events which may have a significant impact on the position of Casino, Guichard- Perrachon or its subsidiaries in terms of commitments and/ or risks. It ensures that the company and its subsidiaries have effective internal audit, accounting and legal functions to prevent risks and management errors. The Audit Committee has at least three members appointed from among those directors with finance and management experience. It meets at least three times a year at the initiative of its Chairman, who may also arrange any additional meetings required by the circumstances. The Audit Committee may invite opinions from any persons of its choice belonging to the support functions of the company and its subsidiaries. It may call upon any outside consultant or expert it deems appropriate to assist in its duties. The Committee reports to the Board of Directors on its work, research and recommendations. The Board of Directors has absolute discretion to decide whether or not to act on such recommendations. The Audit Committee has a charter, approved by the Board of Directors, describing its organisation, operation, expertise and responsibilities. Appointments and Compensation Committee The role of the Appointments and Compensation Committee is to: Prepare the groundwork for fixing the compensation of the Chief Executive Officer and, where applicable, the Chief Operating Officers, and to propose qualitative and quantitative criteria for determining any performance-related component. Assess all other benefits or emoluments to be received by the Chief Executive Officer and, where applicable, the Chief Operating Officers.

225 Registration document 2009 / Casino Group Corporate governance I 223 Review proposals for allocating stock options and/or share grants to managers and other Group employees in order to enable the Board of Directors to set the total and/or individual number of options or shares to be allocated and the related terms and conditions. Review the composition of the Board of Directors. Examine candidate applications for election to the Board, in light of each candidate s business experience, expertise and economic, social and cultural representativeness. Examine candidate applications for the position of Chief Executive Officer and, where applicable, Chief Operating Officer. Obtain all useful information concerning recruitment methods, compensation and status of senior executives of the company and its subsidiaries. Make proposals and give opinions on directors fees and any other compensation or benefits to be paid to the directors and non-voting directors. Review the relationships between the directors and the company or its subsidiaries to ensure that there is nothing which could interfere with their freedom or judgement or potentially lead to a conflict of interest. Organise regular assessments of the Board of Directors performance. The Committee has at least three members and meets at least twice a year at the initiative of its Chairman, who may also arrange any additional meetings required by the circumstances. In association with the Chief Executive Officer, the Appointments and Compensation Committee works closely with the Group Human Resources and Finance departments, and may call upon any outside consultant or expert it deems appropriate to assist in its duties. It reports to the Board of Directors on its work, research and recommendations and the Board has absolute discretion to decide whether or not to act on such recommendations. NON-VOTING DIRECTORS Non-voting directors The shareholders may appoint non-voting directors, who may be natural persons or legal entities, from among the shareholders. The Board of Directors may appoint a nonvoting director subject to ratification at the next shareholders meeting. The number of non-voting directors may not exceed five. They are elected for a term of three years and may be re-elected. A non-voting director reaching the age of 80 while in office is required to stand down at the Annual General Meeting held to approve the financial statements for the year in which this age limit was reached. Non-voting directors attend Board meetings in a consultative capacity only. They may receive attendance fees, the total aggregate amount of which is fixed by ordinary resolution of the shareholders and remains unchanged until a further decision of the shareholders. Attendance fees are allocated among the non-voting directors at the discretion of the Board of Directors. DIRECTORS CODE OF CONDUCT Principles The Company s directors must be able to exercise their duties in compliance with the rules of independence, business ethics and integrity. In line with good corporate governance practices, directors exercise their duties in good faith in the manner they consider most appropriate to promote the interests of the company and with the care that would be expected of a normally prudent person in such circumstances. The directors undertake to maintain their freedom of analysis, judgement, decision and action at all times, and to withstand any direct or indirect pressure that may be brought to bear on them. Duty of information Before accepting office, directors must familiarise themselves with all legal and regulatory requirements concerning their position and with any provisions specific to the company set out in its by-laws and this charter. Protection of the Company s interests Conflicts of interest Directors must act in all circumstances in the best interests of the company. They undertake to ensure that the company s decisions do not favour one particular class of shareholder over another. The directors shall advise the Board of any actual or potential conflict of interest in which they might be directly or indirectly involved and in such a case shall abstain from voting on the issues concerned. Control and assessment of the Board of Directors performance Directors must pay careful attention to the allocation and exercise of powers and responsibilities among the company s corporate governance structures. They must ensure that no person can exercise uncontrolled discretionary power over the Company, and that the Committees of the Board of Directors operate properly. The Board of Directors reviews its performance once a year.

226 224 I Corporate governance Registration document 2009 / Casino Group Appendix BOARD OF DIRECTORS CHARTER Self-assessments are also organised regularly by the Appointments and Compensation Committee on the instructions of the Chairman of the Board. Presence of directors Directors must devote the appropriate time and attention to their duties. They shall, as far as possible, attend all Board meetings, shareholders meetings and meetings of any Committees of which they are members. Dealing in the Company s shares In accordance with Article L of the French Monetary and Financial Code (Code monétaire et financier) and Article L of the General Regulations of the Autorité des Marchés Financiers (AMF), each individual and corporate director is required to disclose to the AMF all purchases, sales, subscriptions or exchanges of the company s shares in excess of a cumulative amount per calendar year of Ä5,000. This formality must be carried out within five trading days of the transaction date. Disclosable transactions include purchases and sales of derivative instruments and acquisitions of shares on exercise of stock options, even when the acquired shares are not sold immediately. This requirement also applies to persons who have close personal ties with any members of the Board of Directors, defined as a director s spouse or partner, dependent children, or any trust or partnership that is managed and/or controlled, directly or indirectly, by a director or by any person who has close personal ties with a director. All shares in the company held by directors must be registered shares. Directors must also advise the company of the number of shares they hold at each year-end and at the time of any capital transactions. Inside information Information received by directors is governed by the provisions of Article L of the French Monetary and Financial Code (Code monétaire et financier), Articles to of the AMF s General Regulations and European Commission Regulation 2773/2003 on inside information and insider trading. If the Board of Directors receives specific confidential information which, if published, could have a significant impact on the share price of the Company, one of its subsidiaries or associates, directors must not disclose such information to third parties until it has been made public. Directors shall also refrain from dealing in the company s shares during the closed period of fifteen days prior to publication of the company s annual and interim financial statements. In accordance with new legal and regulatory requirements concerning inside information, each director has been registered on the Company s list of people who have permanent access to inside information. The directors have been advised of their inclusion in this list and have been provided with a summary of their duties concerning inside information and the penalties for breaching such duties. ADOPTION OF THE BOARD OF DIRECTORS CHARTER This Charter was approved for the first time by the Board of Directors at its meeting of 9 December 2003, and the most recent update was validated on 27 August Confidentiality Directors, and any other persons attending Board meetings, are bound by a general duty of confidentiality with regard to the proceedings of Board meetings or meetings of Committees of the Board. Non-public information received by directors in their capacity as Board members is given on a personal basis. Such information must be kept strictly confidential and must not be disclosed under any circumstances. These provisions also apply to representatives of corporate directors, and to non-voting directors.

227 Registration document 2009 / Casino Group Annual General Meeting I 225 Annual General Meeting 226. Report of the Board of Directors on Extraordinary Business 229. Statutory Auditors Reports on extraordinary business 232. Ordinary resolutions 235. Extraordinary resolutions

228 226 I Annual General Meeting Registration document 2009 / Casino Group Report of the Board of Directors on Extraordinary Business AUTHORISATION TO ISSUE SHARES AND SHARE EQUIVALENTS Pursuant to the amendments to the regulations on the issuance of securities by way of private placement, the Board of Directors is seeking a fifteen-month authorisation to issue, without pre-emptive subscription rights, securities carrying rights to shares or debt securities of the Company to those persons referred to in Article L II of the French Monetary and Financial Code (Code monétaire et financier), up to a maximum of 10% of the share capital per year and at an issue price based on the weighted average quoted price for the three trading days preceding the issue pricing date, with a maximum discount of 5%. The aggregate par value of securities issued pursuant to this authorisation will be included in the overall maximum limit for issues of debt securities or shares set in the thirty-fourth resolution passed at the extraordinary general meeting of 19 May The persons referred to in Article L II of the French Monetary and Financial Code (Code monétaire et financier) will be determined by the Board of Directors. AUTHORISATION TO GRANT STOCK OPTIONS The authorisations given to the Board of Directors to grant stock options to employees and officers of the Company and of entities in which the Company holds at least 10% of the capital or voting rights, directly or indirectly, expire at the annual general meeting. The Board of Directors is seeking a thirty-eight month renewal of these authorisations in order to pursue its policy of incentivising and rewarding employees and executive officers of the Company or related companies. Executive directors of Casino, Guichard-Perrachon are not entitled to receive stock options. The total number of shares issued on exercise of options on new shares may not exceed 5% of the total number of shares outstanding on the grant date, not including options previously granted but not yet exercised. The total number of shares allotted on exercise of options on existing shares may not exceed 10% of the total number of ordinary shares outstanding on the grant date, taking into account options previously granted but not yet exercised. In the case of options on new shares, the exercise price may not be less than the average of the opening prices quoted during the twenty trading days preceding the option grant date. In the case of options on existing shares, the exercise price may not be less than the average price paid for the shares bought back by the Company pursuant to Articles L and L of the French Commercial Code (Code de commerce). The life of the options may not exceed seven years. ISSUE OF NEW SHARES OR ALLOTMENT OF EXISTING SHARES TO EMPLOYEES In the fifteenth resolution, pursuant to article L of the French Commercial Code (Code de commerce), the Board is seeking a fifteen month authorisation to issue shares to Group employees in accordance with Articles L et seq. of the French Labour Code (Code du travail). The issue price will be set in accordance with the provisions of Article L of the French Labour Code (Code du travail), that is by reference to the average quoted share price during the twenty trading days preceding the date on which the subscription opening date was set, less a discount of up to 20% or 30% if the lock-up period under the plan is ten years or more. The Board will also be authorised to allocate existing shares bought back on the market in accordance with Article L of the French Commercial Code (Code de commerce). The number of shares issued or sold pursuant to this authorisation may not exceed 5% of the total number of shares outstanding at the time of issue or sale. The shareholders will be asked to waive their pre-emptive rights in favour of the Group s employees, directly or through employee share ownership plans. MERGER-ABSORPTION OF VIVER As part of the continuing drive to simplify the Group s structure, the Board is proposing that the Company absorbs its subsidiary Viver.

229 Registration document 2009 / Casino Group Annual General Meeting I 227 Viver Viver owns shares in Distribution Casino France and Casino Carburants received in consideration for the contribution on 30 November 2009 of, respectively, a supermarket at Vinon sur Verdon, in southern France, and the service station business at the same site. Casino, Guichard-Perrachon owns 2,499 actions of the 2,500 shares comprising Viver s share capital. Valuation of the assets and liabilities transferred The substance of the assets and liabilities to be transferred and the financial terms and conditions of transfer were determined on the basis of the financial statements at 31 December Consequently, all transactions involving either assets or liabilities carried out by the absorbed subsidiary since 1 January 2010 will be deemed to have been carried out by the Company. Viver is controlled by Casino, Guichard-Perrachon. Accordingly, as required by Comité de la Réglementation Comptable standard CRC of 4 May 2004 on accounting for mergers and similar transactions, all assets and liabilities must be transferred at their net book value. The net assets transferred by Viver amount to: Assets transferred 6,728, Liabilities transferred (-) 1,681, Net assets transferred (=) 5,046, Consideration paid to minority shareholders To determine the exchange ratios, comparisons were carried out based on several criteria, including restated net asset value, net earnings and cash flow. Restated net asset value is a traditional valuation criterion, but to be meaningful, the assets compared must be of a comparable structure. Although it gives a fair idea of the value of the absorbed company, it does not adequately reflect the intrinsic value of the absorbing company, for which share price is a more appropriate measure. Consequently, the net asset value per share of the absorbed company was compared with Casino s 2009 weighted average share price. Profitability criteria such as net earnings and cash flow are supplementary indicators. Net earnings provides a good indication of the company s ability to remunerate its shareholders, while cash flow gives an indication of the company s ability to finance its future growth. Dividend payment was not used as a criterion, as the absorbed company has a totally different dividend policy from the absorbing company. Revenue was not used either, as it is totally incomparable. For the absorbing company, the figures used are consolidated data adjusted for minority interests. The table below shows the results of these comparisons: Total values 2009 data in euros Viver Casino Restated net asset value 5,919,657 Net earnings 6,294,703 (1) 591,025,000 (2) Cash flow (43,998) 1,291,797,000 Number of shares 2, ,360,987 (1) Net earnings primarily comprise capital gains on contributions of supermarket and service station businesses and is not representative of the company s activity. (2) Net profit attributable to equity holders of the parent.

230 228 I Annual General Meeting Registration document 2009 / Casino Group Report of the Board of Directors on Extraordinary Business Per share values 2009 data in euros Viver Casino Net assets transferred/casino share price 2, (1) Net earnings 2, Cash flow (17.60) (1) Casino s weighted average share price in Exchange ratios Viver Exchange ratio Casino Discount/premium Net assets transferred/casino share price (0.82)% Net earnings NS Cash flow As the profitability and cash flow criteria are not representative for Viver, the only criterion used was net assets transferred/ Casino share price. The table below shows the number of shares to be exchanged for Casino ordinary shares, the exchange ratios proposed and the number of ordinary shares to be issued, based on the above information. Number of shares to be exchanged 1 Exchange ratio 46 Casino shares for 1 Viver share Number of Casino shares to be issued 46 This exchange ratio results in a very minor dilution for Casino, Guichard-Perrachon shareholders. The Company s share capital will be increased by via the issuance of 46 shares each with a par value of 1.53, with a total merger premium of 1, Michel Tamet, the accountant appointed by the presiding judge of the Saint-Etienne commercial court to value the transactions, has verified that the relative values attributed to the shares in the companies involved were appropriate and that the exchange ratio was fair. He also assessed the value of the net assets transferred by the absorbed company. His reports are available for inspection by the shareholders as required by law. Revision of the by-laws to reflect recent laws and regulations. The Board is proposing to revise the by-laws to reflect recent laws and regulations on: Attendance at shareholders meetings by electronic communication media. The regulations now permit electronic mail or proxy voting, particularly via the Internet, providing that the shareholder can be properly identified. These regulations cannot be applied without amending article 25 of the by-laws. Revision to article L of the French Commercial Code (Code de commerce). The transfer of double voting rights in the case of inheritance, division of estate between divorcing spouses or gifts inter vivos to a spouse or another person of an eligible degree of relationship has now been extended to include the merger or demerger of a shareholding company. Consequently, Article 28 of the by-laws needs to be amended accordingly.

231 Registration document 2009 / Casino Group Annual General Meeting I 229 Statutory Auditors Reports on extraordinary business This is a free translation into English of a report issued in French language and is provided solely for the convenience of English-speaking readers. This report should be read in conjunction with and construed in accordance with French law and professional auditing standards applicable in France. STATUTORY AUDITORS SPECIAL REPORT ON THE ISSUANCE OF SHARES AND DIFFERENT SECURITIES GIVING ACCESS TO THE SHARE CAPITAL 12th resolution In our capacity as statutory auditors of your Company and in compliance with articles L etc. of the French Commercial Code (Code de commerce), we hereby report on the proposed authorizations allowing your Board of Directors, with the capacity to subdelegate to the Chief Executive Officer or, with the CEO agreement, to one or more Chief Operating Officers, to resolve and issue shares and securities without preferential subscription rights, in respect of part II of Article L of French Monetary and Financial Code (Code Monétaire et Financier), giving access immediately or in the future to the Company s share capital, through the allocation of new shares and/or existing shares or attribution of debt securities, operations upon which you are called to vote. Your Board of Directors proposes that, on the basis of its report, it be authorized for a period of 14 months, in accordance with Article L of French Commercial Law (Code du Commerce) to decide of the issuance of the instruments previously described in one or several times entailing the cancellation of your preferential subscription rights in benefit of persons that are concerned by part II of of Article L of French Monetary and Financial Code (Code Monétaire et Financier). The amount of the increases in capital, valid immediately or in the future, will not exceed 20% of the Company s share capital per year. Moreover, the amount of increases in share capital will be deducted from the total nominal amount of debt securities issued or capital increases as set out in the 30th resolution approved by the shareholders meeting of May 19, If necessary, the Borad of Directors will decide the final conditions for the issues. In accordance with Articles R and R of French Commercial Code (Code de Commerce), it is the responsibility of your Board of Directors to prepare a report. It is our responsibility to report on the fairness of the financial information taken from the accounts on the proposed cancellation of the preferential subscription rights, and on other specific information relating to the issue contained in this report. We have performed the procedures which we considered necessary to comply with the professional guidance issued by the French national auditing body (Compagnie Nationale des Commissaires aux Comptes) for this type of engagement. These procedures consisted in verifying the information provided in the Board of Directors report relating to this operation and the methods used to determine the issue price. Subject to a subsequent examination of the conditions for the issuances that will be decided, we have nothing to report on the methods used for determining the issue price provided in the Board of Directors Report. As the issue price has not yet been determined, we cannot report on the final conditions for the issuance that would be performed, and, consequently, on the proposed cancellation of preferential subscription rights proposed. In accordance with article R of the French Commercial Code (code de commerce), we will issue a supplementary report, if necessary, when your Board of Directors has exercised this authorization. Lyon and Paris, March 26, 2010 The Statutory Auditors Ernst & Young Audit Cabinet Didier Kling & Associés Sylvain Lauria Daniel Mary-Dauphin Christophe Bonte Didier Kling

232 230 I Annual General Meeting Registration document 2009 / Casino Group Statutory Auditors Reports on extraordinary business STATUTORY AUDITORS REPORT ON THE SHARE PURCHASE PLANS RESERVED FOR EMPLOYEES OR FOR CERTAIN EMPLOYEES 13th resolution In our capacity as statutory auditors of your company and in compliance with articles L and R of the French commercial code (Code de Commerce), we hereby report on the share purchase plans reserved for employees or for certain employees of your company or companies and groups as defined in Article L of the French commercial code (Code de Commerce). Executives of the company cannot be part of the purchase plans. It is the responsibility of the Board of Directors to prepare a report on the reasons for the stock options or share purchase plans and on the proposed methods used to determine the subscription or purchase price. Our role is to report on the proposed methods to determine the subscription or purchase price. We have performed those procedures which we considered necessary to comply with the professional guidance issued by the French national auditing body (Compagnie Nationale des Commissaires aux Comptes) for this type of engagement. These procedures consisted in verifying that the methods proposed to determine the subscription or purchase price are included in the Board of Directors report (or Executive, Manager or Chairman s report), are in accordance with legal requirements, are easily understood by the shareholders and do not appear manifestly inappropriate. We have no matters to report as to the methods proposed. Lyon and Paris, March 26, 2010 The Statutory Auditors Ernst & Young Audit Cabinet Didier Kling & Associés Sylvain Lauria Daniel Mary-Dauphin Christophe Bonte Didier Kling STATUTORY AUDITORS REPORT ON THE STOCK OPTIONS PLANS RESERVED FOR EMPLOYEES OR FOR CERTAIN EMPLOYEES 14th resolution In our capacity as statutory auditors of your company and in compliance with articles L and R of the French commercial code (Code de Commerce), we hereby report on the stock options plans reserved for employees or for certain employees of your company or companies and groups as defined in Article L of the French commercial code (Code de Commerce). Executives of the company cannot be part of the stock options plans. It is the responsibility of the Board of Directors to prepare a report on the reasons for the stock options or share purchase plans and on the proposed methods used to determine the subscription or purchase price. Our role is to report on the proposed methods to determine the subscription or purchase price. We have performed those procedures which we considered necessary to comply with the professional guidance issued by the French national auditing body (Compagnie Nationale des Commissaires aux Comptes) for this type of engagement. These procedures consisted in verifying that the methods proposed to determine the subscription or purchase price are included in the Board of Directors report (or Executive, Manager or Chairman s report), are in accordance with legal requirements, are easily understood by the shareholders and do not appear manifestly inappropriate. We have no matters to report as to the methods proposed. Lyon and Paris, March 26, 2010 The Statutory Auditors Ernst & Young Audit Cabinet Didier Kling & Associés Sylvain Lauria Daniel Mary-Dauphin Christophe Bonte Didier Kling

233 Registration document 2009 / Casino Group Annual General Meeting I 231 STATUTORY AUDITORS REPORT ON THE INCREASE IN CAPITAL WITH CANCELLATION OF PREFERENTIAL SUBSCRIPTION RIGHTS RESERVED FOR EMPLOYEES WHO ARE MEMBERS OF A COMPANY SAVINGS SCHEME 15th resolution In our capacity as statutory auditors of Casino, Guichard- Perrachon and in compliance with Articles L etc. of French company law (Code de Commerce), we hereby report on the proposal to authorise your Board of Directors, with the capacity to subdelegate in accordance with Articles L and L of French company law (Code de Commerce), to decide whether to proceed with an increase in capital by the issuing of ordinary shares, with cancellation of preferential subscription rights, reserved to the members of a company savings scheme of Casino, Guichard-Perrachon and affiliated entities, in accordance with conditions required by Article L of French company law (Code de Commerce). This increase in capital is limited to 5% of the share capital of your company as of the date of the Board of Directors decision. You are called to vote on this operation. This increase in capital is submitted for your approval in accordance with Articles L of French company law (Code de Commerce) and L of French labour law (Code du Travail). Your Board of Directors proposes that, on the basis of its report, it be empowered for a period of 14 months to determine the conditions of this operation and proposes to cancel your preferential subscription rights. If applicable, it shall determine the final conditions of this operation. It is the responsibility of the Board of Directors to prepare a report in accordance with articles R and R of the French Commercial Code (Code de Commerce). Our role is to report on the fairness of the financial information taken from the accounts, on the proposed cancellation of preferential subscription rights and on other information relating the share issue provided in the report. We have performed those procedures which we considered necessary to comply with the professional guidance issued by the French national auditing body (Compagnie Nationale des Commissaires aux Comptes) for this type of engagement. These procedures consisted in verifying the information provided in the Board of Directors (or Executive Board, Manager or Chairman s) report relating to this operation and the methods used to determine the issue price. Subject to a subsequent examination of the conditions for the increases in capital that would be decided, we have no matters to report as to the methods used to determine the issue price provided in the Board of Directors report. As the issue price has not yet been determined, we cannot report on the final conditions in which the issues would be performed and, consequently, on the proposed cancellation of preferential subscription rights. In accordance with article R of the French Commercial Code (Code de commerce), we will issue a supplementary report, if necessary, when your Board of Directors has exercised this authorisation. Lyon and Paris, April 2, 2010 The Statutory Auditors Ernst & Young Audit Cabinet Didier Kling & Associés Sylvain Lauria Daniel Mary-Dauphin Christophe Bonte Didier Kling

234 232 I Annual General Meeting Registration document 2009 / Casino Group Ordinary resolutions First resolution Approval of the Company s financial statements for the year ended 31 December 2009 Having considered the reports of the Board of Directors and the Statutory Auditors, the shareholders approve the Company s financial statements for the year ended 31 December 2009 as presented, showing net profit for the year of 403,405,258.85, together with the transactions reflected or described therein. The shareholders note that the sum of 3,565,041 has been deducted from additional paid-in capital, corresponding to expenses relating to the conversion of preferred non-voting shares into ordinary shares. The shareholders also note the transfer to retained earnings, pursuant to the resolution passed at the Annual General Meeting of 19 May 2009, of 2008 dividends on the 250,730 ordinary shares and 411 preferred non-voting shares held by the Company on the 2 June 2009 dividend payment date, amounting to a total of 635, Second resolution Approval of the consolidated financial statements for the year ended 31 December 2009 Having considered the reports of the Board of Directors and the Statutory Auditors, the shareholders approve the consolidated financial statements for the year ended 31 December 2009 as presented, showing net profit attributable to equity holders of the parent of 591,025 thousand. Third resolution Appropriation of net profit and dividend Having considered the report of the Board of Directors, the shareholders resolve to appropriate profit for the year ended 31 December 2009 as follows: Net profit for the year 403,405, Appropriation to the legal reserve (-) 0 Retained earnings brought forward from 2008 (+) 2,355,561, Profit available for distribution (=) 2,758,967, First dividend (-) 8,442, Additional dividend (-) 284,014, Transfer to retained earnings (=) 2,466,510, Each share will receive a dividend of 2.65 payable on 10 May Private shareholders who are French tax residents will be entitled to claim 40% tax relief on their dividends, in accordance with Article of the French Tax Code (Code général des impôts). They may alternatively elect for liability to the flat rate withholding tax. Casino shares held by the Company on the dividend payment date do not qualify for a dividend and the corresponding sums will therefore be transferred to retained earnings.

235 Registration document 2009 / Casino Group Annual General Meeting I 233 Dividends and corresponding tax credits for the past three years were as follows: Year Class of shares Number of shares Dividend per share Dividend eligible for 40% tax relief Dividend not eligible for 40% tax relief Ordinary shares Preferred non-voting shares 96,798,396 (1) 15,124, Ordinary shares Preferred non-voting shares 96,992,416 (2) ,124,256 (2) Ordinary shares Preferred non-voting shares 97,769,191 (3) (4) ,589,469 (3) (4) (1) Including 112,942 ordinary shares held by the Company. (2) Including 318,989 ordinary shares and 50,091 preferred non-voting shares held by the Company. (3) Including 250,730 ordinary shares and 411 preferred non-voting shares held by the Company. (4) At the annual general meeting of 19 May 2009, the shareholders voted to distribute a cash dividend of 2.53 per ordinary share and 2.57 per preferred non-voting share, plus an additional dividend in the form of Mercialys shares on the basis of one Mercialys share for eight ordinary or preferred non-voting Casino shares. The per share value of the Mercialys stock dividend is equal to 1/8th of the Mercialys share price on 2 June 2009, i.e Fourth resolution Related party agreements Having considered the Statutory Auditors report on agreements governed by Article L of the French Commercial Code (Code de commerce), the shareholders approve the said report and the agreements described therein. Fifth resolution Authorisation to implement a share buyback programme Having considered the Board of Directors report, the shareholders authorise the Board to buy back the Company s shares in accordance with the provisions of Articles L et seq. of the French Commercial Code (Code de commerce), notably for the following purposes: To maintain a liquid market in the Company s shares through market-making transactions carried out by an independent investment services provider acting on the Company s behalf under a liquidity contract that complies with a code of ethics approved by the Autorité des Marchés Financiers. To allocate shares (i) on exercise of stock options granted by the Company pursuant to Articles L et seq. of the French Commercial Code (Code de commerce), (ii) under an employee stock ownership plan governed by Articles L et seq. of the French Labour Code (Code du travail) or (iii) in connection with share grants governed by Articles L et seq. of the French Commercial Code (Code de commerce). To allot shares upon exercise of rights attached to securities redeemable, convertible, exchangeable or otherwise exercisable for shares. To keep shares for subsequent delivery in payment or exchange for shares of another company in accordance with market practices approved by the French securities regulator (Autorité des Marchés Financiers). To cancel shares in order to increase earnings per share. To implement any other market practices authorised in the future by the French securities regulator (Autorité des Marchés Financiers) and, generally, to carry out any transaction allowed under current legislation. The shares may be purchased, sold, transferred or exchanged by any method, including through block trades or other transactions carried out on the regulated market or over-the counter. The authorised methods include the use of any derivative financial instruments traded on 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 significantly increase the shares volatility. The shares may also be used for stock lending transactions in accordance with Articles L et seq. of the French Monetary and Financial Code (Code monétaire et financier). The maximum authorised purchase price is one hundred euros ( 100) per share.

236 234 I Annual General Meeting Registration document 2009 / Casino Group Ordinary resolutions The use of this authorisation may not have the effect of increasing the number of shares held in treasury to more than 10% of the total number of shares outstanding. Based on the number of shares outstanding on 28 February 2010, less the 475,924 shares held in treasury at that date, and assuming that the shares held in treasury are not cancelled or sold, the maximum limit is 10,560,174 shares. The maximum amount that may be invested in the share buyback programme is therefore 1, million. Where treasury shares have been purchased under a liquidity contract, the number of treasury shares taken into account to calculate the 10% maximum limit referred to above corresponds to the number of shares purchased less the number of shares resold under the liquidity contract during the period of the authorisation. This authorisation is given for a period of eighteen months. It cancels and supersedes the authorisation given in the fifth resolution at the Annual General Meeting of 19 May The Company may use this resolution and continue its share buyback programme even in the event of a public offer for the Company s shares or other securities or a public offer initiated by the Company. The shareholders accordingly give full powers to the Board of Directors to place any and all buy and sell orders, enter into any and all contracts notably for the keeping of registers of share purchases and sales, make any and all filings with the Autorité des Marchés Financiers, carry out all other formalities, and generally do everything necessary. These powers may be delegated by the Board. Sixth resolution Ratification of the appointment of Pierre Giacometti as non-voting director The shareholders ratify the Board s appointment on 3 March 2010 of Pierre Giacometti s appointment as non-voting director for a term of three years expiring at the Annual General Meeting to be held in 2013 to approve the financial statements for the year ended 31 December Eighth resolution Appointment of Ernst & Young et Autres as statutory auditor The shareholders appoint Ernst & Young et Autres as statutory auditor for a term of six years expiring at the Annual General Meeting held in 2016 to approve the financial statements for the year ended 31 December Ninth resolution Appointment of Deloitte & Associés as statutory auditor The shareholders appoint Deloitte & Associés as statutory auditor for a term of six years expiring at the Annual General Meeting held in 2016 to approve the financial statements for the year ended 31 December Tenth resolution Appointment of Auditex as alternate statutory auditor to Ernst & Young et Autres The shareholders appoint Auditex as alternate statutory auditor to Ernst & Young et Autres for a term of six years expiring at the Annual General Meeting held in 2016 to approve the financial statements for the year ended 31 December Eleventh resolution Appointment of Beas as alternate statutory auditor to Deloitte & Associés The shareholders appoint Beas as alternate statutory auditor to Deloitte & Associés for a term of six years expiring at the Annual General Meeting held in 2016 to approve the financial statements for the year ended 31 December Seventh resolution Fee allocated to the non-voting director The shareholders authorise the Board of Directors to set the fee payable to the non-voting director, which will be deducted from the total amount of annual directors fees allocated to the Board members.

237 Registration document 2009 / Casino Group Annual General Meeting I 235 Extraordinary resolutions Twelfth resolution Authorisation to be given to the Board of Directors to issue shares and securities with rights to new or existing shares of the Company or to debt securities, without pre-emptive subscription rights for existing shareholders, by way of placement with the persons referred to in article L II of the French Monetary and Financial Code (Code monétaire et financier) Having considered the reports of the Board of Directors and the Statutory Auditors and in accordance with Articles L , L and L of the French Commercial Code (Code de commerce), the shareholders authorise the Board of Directors and, by delegation, the Chief Executive Officer or, with the latter s agreement, one or several Chief Operating Officers, to issue, without pre-emptive subscription rights for existing shareholders, shares or securities carrying immediate or deferred rights to shares, debt securities or existing shares of the Company or existing shares of any company in which it directly or indirectly holds more than 50% of the share capital. The authorisation may be used on one or several occasions to carry out issues in France or abroad, in euros or in foreign currency, by way of placement with the persons referred to in Article L II of the French Monetary and Financial Code (Code monétaire et financier). The timing and amounts of such issues shall be determined by the Board. The rights to shares may be exercisable for new or existing shares or a combination of both. The subscription price may be paid in cash or settled by capitalising debt. The shareholders resolve as follows: The securities carrying immediate or deferred rights to shares, debt securities of the Company or existing shares of a company in which the Company directly or indirectly holds more than 50% of the share capital may consist of debt securities or be attached to debt securities or permit the issue of debt securities as intermediate securities. They may take the form of dated or undated, subordinated or unsubordinated notes, denominated in euros, in foreign currency or in monetary units based on a basket of currencies. The shareholders waive their pre-emptive rights over the shares and securities carrying immediate or deferred rights to shares of the Company in favour of the persons referred to in Article L II of the French Monetary and Financial Code (Code monétaire et financier). In the case of an allotment of new shares to holders of securities with rights to shares, this authorisation will automatically entail the waiver by shareholders of their pre-emptive right to subscribe for the shares to be issued on exercise of the rights attached to the securities. The issues carried out pursuant to this authorisation shall not result in the Company s share capital being increased by more than 10% per year. This limit shall be assessed at the issue date excluding the par value of any shares to be issued at a later date on exercise of all existing deferred rights. The aggregate par value of securities issued pursuant to this authorisation shall be included in the overall maximum limit for issues of debt securities or shares set in the thirty-fourth resolution passed by extraordinary resolution of the shareholders at the annual general meeting of 19 May The issue price of shares shall be set by the Board of Directors at an amount at least equal to the minimum required by law on the date of issue, which is currently the weighted average price of Casino shares on Euronext Paris for the three trading days that precede the issue pricing date, with a maximum discount of 5%. The issue price of securities carrying rights to shares, taking account of the amount of the share entitlement, shall be set such that the sum received immediately by the Company, plus any amounts that might subsequently be received, shall, for each share issued on exercise of the rights attached to the securities, be at least equal to the issue price defined in the preceding paragraph. This authorisation is given for a period of fifteen months from the date of this Meeting. It cancels and supersedes all earlier shareholder authorisations for the same purpose. The Board of Directors and, by delegation, the Chief Executive Officer, shall have full powers, within the limits set by the shareholders and in accordance with the law, to use this authorisation and more specifically to: Decide on the issue or issues to be made. Set the terms and conditions, type and characteristics (including the issue price which may be with or without a premium) of the shares or other securities to be issued and set the dividend entitlement date, which may be retrospective. Determine the persons referred to in Article L II of the French Monetary and Financial Code (Code monétaire et financier) with whom the shares or securities will be placed. Place on record the resulting capital increase or increases and amend the by-laws accordingly. Deduct the issue expenses from the issue premium if any. the Chief Executive Officer shall have all the powers set out in the final two paragraphs of the twenty-ninth resolution passed by extraordinary resolution of the shareholders at the annual general meeting of 19 May 2009.

238 236 I Annual General Meeting Registration document 2009 / Casino Group Extraordinary resolutions Thirteenth resolution Authorisation to grant stock options exercisable for existing shares to employees and officers of the Company or related companies Having considered the reports of the Board of Directors and the Statutory Auditors, the shareholders authorise the Board of Directors to grant stock options on shares bought back by the Company pursuant to the law, to employees and officers of the Company or the companies or intercompany partnerships referred to in Article L of the French Commercial Code (Code de commerce). This authorisation may be used on one or several occasions. The directors of the Company are not entitled to receive stock options. The total number of shares to be issued on exercise of the options may not exceed 10% of the ordinary shares outstanding on the grant date, taking into account options previously granted but not yet exercised. The option exercise price shall not be less than either the average of the opening prices quoted for the Company s shares over the twenty trading days preceding the grant date or the average price paid for the shares bought back by the Company pursuant to Articles L and L of the French Commercial Code (Code de commerce). The life of the options shall not exceed seven years. In the event that the Company carries out any of the corporate actions provided for by law during the option exercise period, the Board of Directors shall adjust the number of shares to be purchased on exercise of the options and the exercise price on the basis prescribed by the applicable 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 exercise period. Decide to impose a vesting period for the options and/or a lock-up period for the shares acquired on exercise of the options, not to exceed three years from the exercise date. Take all necessary decisions pursuant to this authorisation, delegate its authority to any other person and, generally, do everything necessary. This authorisation is given for a period of thirty-eight months from the date of this meeting. It cancels and supersedes all earlier shareholder authorisations for the same purpose. Fourteenth resolution Authorisation to grant stock options exercisable for new shares to employees or officers of the Company or related companies Having considered the reports of the Board of Directors and the Statutory Auditors, the shareholders authorise the Board of Directors to grant stock options on new shares to employees and officers of the Company or the companies or intercompany partnerships referred to in Article L of the French Commercial Code (Code de commerce). This authorisation may be used on one or several occasions. The directors of the Company are not entitled to receive stock options on new shares. The total number of shares to be issued on exercise of the options may not exceed 5% of the total number of shares outstanding on the grant date, not including options previously granted but not yet exercised. The option exercise price shall not be less than the average of the opening prices quoted for the Company s shares over the twenty trading days preceding the grant date. The life of the options shall not exceed seven years. The shareholders resolve to waive their pre-emptive right to subscribe for the new shares to be issued pursuant to this authorisation, in favour of the option holders. In the event that the Company carries out any of the corporate actions provided for by law during the option exercise period, the Board of Directors shall adjust the number of shares to be issued on exercise of the options and the exercise price on the basis prescribed by the applicable 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 exercise period. Decide to impose a vesting period for the options and/or a lock-up period for the shares acquired on exercise of the options, not to exceed 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 of any 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 delegate the Board s powers to any other person. Place on record the share issues resulting from the exercise of the options, amend the by-laws accordingly, and generally do everything necessary. This authorisation is given for a period of thirty-eight months from the date of this meeting. It cancels and supersedes all earlier shareholder authorisations for the same purpose. Fifteenth resolution Authorisation given to the Board of Directors to issue new shares or allot existing shares to employees Having considered the reports of the Board of Directors and the Statutory Auditors, and in accordance with Articles L et seq. of the French Labour Code (Code du travail)

239 Registration document 2009 / Casino Group Annual General Meeting I 237 and Article L of the French Commercial Code (Code de commerce), the shareholders authorise the Board of Directors, with the ability to subdelegate in accordance with Articles L and L of the French Commercial Code (Code de commerce), to issue shares on one or several occasions at its sole discretion: In connection with an issue for cash of securities carrying rights to shares, or At any time when the information given in the report of the Board of Directors provided for by Article L of the French Commercial Code (Code de commerce) indicates that the aggregate number of shares held by employees of the Company or related companies within the meaning of Article L of the French Commercial Code (Code de commerce) represents less than 3% of the issued capital. The shares shall be offered exclusively to employees who are members of an employee stock ownership plan set up by Casino, Guichard-Perrachon and related companies, which is governed by Article L of the French Commercial Code (Code de commerce) and Article L of the French Labour Code (Code du travail). The shareholders waive their pre-emptive right to subscribe for the shares issued pursuant to this authorisation in favour of eligible employees. The total number of shares that may be issued pursuant to this authorisation may not exceed 5% of the total number of shares outstanding on the issue date. This amount is not included in the ceiling set in the twenty-ninth resolution or the blanket ceiling set in the thirty-fourth resolution passed by the shareholders at the extraordinary general meeting of 19 May The issue price shall be set in accordance with the provisions of Article L of the French Labour Code (Code du travail). The Board of Directors is also authorised to make stock grants or grants of other securities carrying rights to shares for no consideration. The total benefit resulting from such grants and, if applicable, the employer 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 by the Company in accordance with Articles L et seq. of the French Commercial Code (Code de commerce) to employees who are members of an employee stock ownership plan set up by Casino, Guichard-Perrachon and related companies within the meaning of Article L of the French Commercial Code (Code de commerce), which is governed by the provisions of Articles L et seq. of the French Labour Code (Code du travail). Said sales may be made on one or several occasions at the Board s discretion, provided that the total number of shares sold does not exceed 5% of the total number of Casino shares outstanding on the sale date. This authorisation is given for a period of twenty-six months from the date of this Meeting. It cancels and supersedes all earlier shareholder authorisations for the same purpose. The share issue(s) shall be limited to the number of shares subscribed by employees either directly or through a corporate mutual fund. The Board of Directors is authorised, in accordance with the provisions of Article L of the French Commercial Code (Code de commerce), to issue a higher number of shares than that originally set, at the same price agreed for the original issue, within the limits of the ceiling set out above. The Board of Directors shall have full powers, with the right of delegation provided for by law, to use this authorisation and to carry out the share issue(s) within the above limits, and to determine the timing, periods and terms of said issues subject to compliance with the provisions of the law and the by-laws. Specifically, the Board of Directors shall have full powers to: Set the terms and conditions of the future share issue(s) and decide whether said issue(s) will be made to eligible employees directly or through a corporate mutual fund. Set the amount of the share issue, the subscription dates and period, the method and period of payment of the subscription or purchase price, the conditions of eligibility to be fulfilled by employees participating in the share issue or sale in terms of minimum service period. At the Board s discretion, after each share issue, charge the share issuance costs against the related premium and deduct from the premium the amounts necessary to raise the legal reserve to one-tenth of the new capital. Place the issues on record and amend the by-laws to reflect the new capital. Generally, take any and all measures and carry out any and all formalities that are necessary for the issue, listing and servicing of the shares issued pursuant to this authorisation. Sixteenth resolution Merger-absorption of Viver Having considered the reports of the Board of Directors and the appointed valuing accountants, and the draft private merger agreement signed in Saint-Etienne on 15 March 2010 with Viver, a French société anonyme with share capital of 40,000, registered office at 1, Esplanade de France, Saint-Étienne, registration number R.C.S. Saint-Étienne, the shareholders hereby: Approve all the provisions of the merger agreement and the valuation of the assets to be transferred to the Company. Approve the Company s merger-absorption of Viver, and take due note of its approval by extraordinary resolution of Viver shareholders on 27 April Duly note that the merger will take place on 30 April 2010 and that accordingly Viver will be wound up without liquidation on that date.

240 238 I Annual General Meeting Registration document 2009 / Casino Group Extraordinary resolutions Approve the exchange ratio of 46 Casino ordinary shares for one Viver share and the resulting capital increase. In exchange for the transfer of Viver s assets and liabilities, Casino, Guichard-Perrrachon will issue 46 shares each with a par value of 1.53, with a merger premium of 1, The new shares will be allotted to the shareholders of Viver other than Casino, Guichard-Perrachon, which may not hold the shares to which it would have been entitled in respect of its 2,499 Viver shares. The merger premium will be recorded in a special reserve account in the balance sheet of Casino, Guichard-Perrachon and may be allocated as deemed appropriate by ordinary resolution of the shareholders. Seventeenth resolution Due record of the capital increase resulting from the merger-absorption and amendment of Article 6 of the by-laws Pursuant to approval of the sixteenth resolution the shareholders duly note that the share capital will be increased by the sum of via the issuance of 46 new shares each with a par value of 1.53 and accordingly resolve to amend article 6 of the by-laws as follows: Article 6 Contributions in kind share capital The following is added to paragraph I: [ ] By private agreement dated 15 March 2010 and as approved by extraordinary resolution of the shareholders on 29 April 2010, Viver transferred its entire assets and liabilities to the Company on 30 April 2010, in exchange for 46 Casino shares with a par value of 1.53, issued at a total premium of 1, Paragraph II is amended as follows: II. The share capital is 168,852, divided into 110,361,033 fully paid shares, each with a par value of On the decision of the Board of Directors, shareholders may use electronic voting or proxy forms on the terms and conditions of the law in force for the time being. The forms may be completed and signed directly on the Internet site provided by the centralising agent responsible for organising the general meeting. The form may be signed digitally by any means that complies with the provisions of the first sentence of the second indent of Article of the French Civil Code (Code civil) or any other future provision of the law that might replace it, such as the use of an ID code and a password. The electronic vote or proxy form and the acknowledgement of receipt will be considered as irrevocable written documents binding on everyone, except in the event of the sale of shares notified on the terms and conditions set out in the second indent of Article R IV of the French Commercial Code (Code de commerce) or any other future provision of the law that might replace it. Article 28 Officers Attendance sheet Voting Mail voting Minutes of Board meetings [ ] III. [ ] The double voting rights conferred on fully paid registered shares shall cease automatically upon conversion of the shares to bearer shares or upon transfer of the shares, save for registered to registered transfers that meet the conditions provided for in article L of the French Commercial Code [ ] The remainder of the article remains unchanged. Nineteenth resolution Powers for formalities The shareholders grant full powers to the bearers of an original, excerpt or copy of the minutes of this meeting for the purpose of any filing, publication or other formalities required by law. Eighteenth resolution Revision of the by-laws to reflect recent laws and regulations Having considered the report of the Board of Directors, the shareholders resolve to revise the by-laws to reflect recent laws and regulations and, accordingly, amend the wording of article 25-IV (attending annual general meetings by electronic communication media) and article 28-III.4 (revision to article L of the French Commercial Code) as follows: Article 25 Participation in General Meetings [ ] IV. If permitted by the Board of Directors, the shareholders may take part in general meetings and vote by videoconference or any other telecommunication or electronic media, including the Internet, which permits their identification on the terms and conditions of the law and as set out by the Board of Directors.

241 Registration document 2009 / Casino Group Additional information I 239 Additional information 240. General information about the Company 245. History of the Company and the Group 248. The market for Casino securities 250. Casino s store base 252. Person responsible for the Registration Document and annual financial report 254. Table of correspondence - registration document 256. Table of correspondence - annual financial report

242 240 I Additional information Registration document 2009 / Casino Group General information about the company Name and registered office Casino, Guichard-Perrachon 1, Esplanade de France Saint-Étienne, France Phone: +33 (0) Legal form Société anonyme governed by Book II of the French Commercial Code (Code de commerce). Governing law The laws of France. Date of incorporation and expiry The Company was incorporated on 3 August 1898 following signature of the by-laws on 1 July Its term, which was extended by extraordinary resolution of the shareholders at the General Meeting of 31 October 1941, will expire on 31 July 2040 unless the Company is wound up before this date or its term is further extended. Trade and companies register The Company is registered in Saint-Étienne under no RCS. APE (business identifier) code: 6420 Z. Access to legal documents The by-laws, minutes of General Meetings, Statutory Auditors reports and other legal documents are available for consultation at the Company s registered office. Financial year The Company s financial year runs from 1 January to 31 December. Corporate purpose (Article 3 of the by-laws) The corporate purpose of the Company is: To create and operate, either directly or indirectly, any and all types of stores for the retail sale of any and all goods and products, including but not limited to comestibles. To provide any and all services to the customers of such stores and to produce any and all goods and merchandise used in the operation thereof. To sell wholesale any and all goods and merchandise for its own account or for the account of third parties, notably on a commission basis, and to provide any and all services to such third parties. Generally, to conduct any and all commercial, industrial, real estate, securities or financial transactions related to or which may facilitate the fulfilment of the foregoing purposes. quire, use under licence or grant licences to use any and all trademarks, designs, models, patents and manufacturing processes related to the foregoing objects. It may acquire any and all holdings and other interests in any French or foreign company or business regardless of its purpose. It may operate in all countries, directly or indirectly, either alone or with any and all other persons or companies within a partnership, joint venture, consortium or other corporate entity, and carry out any and all transactions which fall within the scope of its corporate purpose.

243 Registration document 2009 / Casino Group Additional information I 241 PROVISIONS OF THE BY-LAWS CONCERNING THE BOARD OF DIRECTORS AND SENIOR MANAGEMENT BOARD OF DIRECTORS CHARTER Board of Directors Membership of the Board of Directors (Article 14 of the by-laws) The Company is administered by a Board of Directors. It has at least three and no more than eighteen members, elected by the shareholders in General Meeting, except as required under the provisions of the law in the case of a merger with another company with the same legal form (société anonyme). Directors qualifying shares (Article 14 of the by-laws) Each director must hold at least 100 registered shares. Term of office Age limit Replacement (extracts from Article 16 of the by-laws) I - Other than as specified in paragraphs II and III (last two paragraphs) of this article, directors are elected for a threeyear term ending at the close of the Annual General Meeting called in the year when their term expires. Directors may be re-elected. II - The age limit for holding office as director or as permanent representative of a corporate director is seventy (70). A director or permanent representative who reaches the age of 70 while in office is required to stand down at the end of his or her current term. The age limit does not apply to directors who were previously members of the Company s Management Board. Notwithstanding the foregoing, a person over the age limit may be elected or re-elected for a single three-year term. In any event, the number of directors or permanent representatives of corporate directors over the age of seventy (70) may not exceed one quarter of the total number of directors in office. Should this proportion be exceeded, the oldest director or permanent representative shall stand down at the Annual General Meeting held to approve the financial statements for the year in which the proportion was exceeded. III - Directors are elected or re-elected by the shareholders in General Meeting. If one or more seats on the Board fall vacant between two General Meetings due to the death or resignation of directors, the Board of Directors may appoint replacement directors. Any such appointments must be ratified by shareholders at the next General Meeting. If any such appointment is not ratified by the shareholders, the actions carried out by the director concerned and the decisions made by the Board during his or her appointment remain valid. If the number of directors falls to below three, the remaining directors (or, failing that, a representative appointed by the Presiding Magistrate of the Commercial Court at the request of any interested party) shall immediately call a General Meeting of shareholders to elect one or more new directors so that the total number of directors is at least equal to the number required by law. A director appointed to replace an outgoing director stays in office for the remainder of the term of his or her predecessor. Any decision to increase the number of directors sitting on the Board may only be made by the shareholders in General Meeting. The related resolution shall also fix the new director s term of office. Organisation, Board meetings and decisions of the Board Chairman Officers of the Board (extracts from Articles 17 and 20 of the by-laws) The Board of Directors elects one of its members (other than a corporate director) to act as Chairman. The Chairman s functions are defined by law and the Company s by-laws. The Chairman of the Board of Directors organises and leads the Board s work and reports thereon to the Company s shareholders. He is responsible for ensuring that the Company s corporate governance structures function correctly and, more particularly, that the directors are capable of fulfilling their duties. The Chairman may be appointed for his entire term as director. He may be replaced at any time by decision of the Board and may resign the chairmanship before the end of his term as director. The Chairman may be re-elected to this position. The age limit for holding office as Chairman is 70. If the Chairman reaches the age of 70 during his term as director, he may continue to chair the Board until the end of his term. In case of the Chairman s temporary unavailability or death, the Board of Directors may appoint another Director as acting Chairman. In the case of temporary unavailability, the acting Chairman is appointed for a fixed period, which may be renewed. In the case of death, the acting Chairman is appointed until such time as a new Chairman is elected.

244 242 I Additional information Registration document 2009 / Casino Group General information about the company Non-voting directors (extract from Article 23 of the by-laws) The shareholders may appoint non-voting directors, who may be natural persons or legal entities, from among the shareholders. The Board of Directors may appoint nonvoting directors between two General Meetings, subject to shareholder ratification of the appointment at the next General Meeting. The number of non-voting directors may not exceed five. Non-voting directors are elected for a three-year term ending at the close of the Annual General Meeting called in the year when their term expires. They may be re-elected for an unlimited number of successive terms and may be removed from office at any time by ordinary resolution of the shareholders in General Meeting. Non-voting directors attend Board meetings in a consultative capacity only. They may receive attendance fees, the total aggregate amount of which is fixed by ordinary resolution of the shareholders and remains unchanged until a further decision of the shareholders. The total fee is allocated among the non-voting directors at the discretion of the Board of Directors. Meetings of the Board of Directors (extract from Article 18 of the by-laws) The Board of Directors meets as often as it deems necessary in the interests of the Company, at the location specified in the notice of meeting. Meetings are called by the Chairman or in the Chairman s name by any person designated by him. If the Board has not met for a period of over two months, a group of at least one third of the Directors may ask the Chairman to call a meeting to discuss a particular agenda, as may the Chief Executive Officer. The Board of Directors may validly conduct business when at least half of the directors are present. Decisions are made by majority vote of those directors present in person or represented by proxy. In the event of a split ballot, the Chairman of the meeting shall have the casting vote. However, if the Board has less than five members, decisions may be made by favourable vote of two directors present at the meeting. Powers of the Board of Directors (extract from Article 19 of the by-laws) The Board of Directors is responsible for defining the Company s broad strategic objectives and for their implementation. Except for those powers expressly vested in the shareholders in General Meeting, the Board of Directors considers and decides on all matters related to the Company s operations, subject to compliance with the corporate purpose. The Board of Directors performs all controls and verifications that it considers necessary or appropriate. The Board of Directors may also decide to combine or to separate the positions of Chairman of the Board and Chief Executive Officer. Any such decision does not require any amendment of the by-laws. The Board of Directors may set up Committees of the Board to assist it, in which case the Committees membership and terms of reference are decided by the Board. These Committees issue proposals, recommendations and opinions on the matters falling within their terms of reference. In accordance with the law, the Board of Directors approves related party agreements, other than those entered into in the normal course of business on arm s length terms, governed by Article L of the French Commercial Code (Code de commerce). In accordance with Article L of the French Commercial Code, the Board s prior authorisation is required for any and all guarantees, bonds and endorsements issued in the Company s name. However, the Board may delegate this authority to the Chief Executive Officer. In this case, the Board of Directors will set an aggregate annual ceiling on the Chief Executive Officer s authority and, if appropriate, a ceiling per commitment. The Board may issue delegations of authority, grant authorisations or delegate certain functions for one or several transactions or categories of transaction to any director or other person, except where this is prohibited by law. The Board of Directors has included in its Charter certain mechanisms to restrict the powers of the Chief Executive Officer (see Corporate Governance ). Management structure Combination of the functions of Chairman of the Board of Directors and Chief Executive Officer (extract from Article 21 of the by-laws). Management The by-laws allow for the functions of Chairman of the Board of Directors and Chief Executive Officer to be separated or combined. The Company has chosen the latter option. The Chief Executive Officer s term of office is set by the Board of Directors at its discretion, but may not exceed three years. The term may be renewed. The Chief Executive Officer has full powers to act in all circumstances in the name of the Company, within the scope of the corporate purpose and except for those powers which are specifically vested in the shareholders in General Meeting or in the Board of Directors under the law. However, the Board of Directors may adopt an internal rule restricting the Chief Executive Officer s powers (see Corporate Governance for a description of the restrictions decided by the Board). The Chief Executive Officer represents the Company in its dealings with third parties.

245 Registration document 2009 / Casino Group Additional information I 243 The age limit for holding office as Chief Executive Officer is 70. If the Chief Executive Officer reaches the age of 70 while in office, he is required to stand down at the end of his current term. The Chief Executive Officer may be removed from office at any time by the Board of Directors. If he is removed from office without due cause, he may be entitled to compensation unless he is also the Chairman of the Board of Directors. Chief Operating Officers At the proposal of the Chief Executive Officer, the Board of Directors may appoint up to five Chief Operating Officers to assist the Chief Executive Officer in his duties. Chief Operating Officers are appointed for a maximum three-year term and their appointment may be renewed. They have the same powers as the Chief Executive Officer in dealings with third parties. The age limit for holding office as Chief Operating Officer is 70. If a Chief Operating Officer reaches the age of 70 while in office, he is required to stand down at the end of his current term. Chief Operating Officers may be removed from office at any time by the Board of Directors, at the proposal of the Chief Executive Officer. The Chairman, if he is also Chief Executive Officer, the Chief Executive Officer and the Chief Operating Officers may delegate their powers to carry out one or several specific transactions or categories of transaction. Board of Directors Charter The Board of Directors has adopted a Charter describing its rules of procedure, which add to the related provisions of the law and the Company s by-laws. The Charter describes the Board s organisation and procedures, the powers and duties of the Board and the Committees of the Board, and the procedures for overseeing and assessing its work (see Corporate Governance for a description of the Committees of the Board, the restrictions on the Chief Executive Officer s powers and the procedures for overseeing and assessing the Board s work). The Charter was last updated on 27 August 2008 to incorporate the provisions of the law of 3 July 2008 relating to the Chairman s report and reference to a corporate governance code. APPROPRIATION OF NET PROFIT (Article 34 of the by-laws) The income statement summarises all revenues and expenses for the year. The difference between revenues and expenses, less any depreciation, amortisation and provision charges, constitutes the net profit or loss for the year. After deducting any prior year losses, net profit is first used to make any transfers to reserves required by law, and more particularly to the legal reserve. The balance, plus any retained earnings brought forward from prior years, constitutes the sum available for distribution. It is first used to pay an initial dividend on shares, in an amount equal to five percent (5%) of the paid-up portion of their par value. If, in a given year, there is insufficient profit available to pay the initial dividend in full earnings available from the upcoming year may not be used to make up the difference. Any surplus, plus any retained earnings brought forward from prior years, are then available for distribution to all shareholders. However, on recommendation of the Board of Directors, shareholders may resolve to transfer the surplus to any ordinary or extraordinary discretionary reserves that may or may not be allocated for a particular purpose. On recommendation of the Board of Directors, sums transferred to reserves may subsequently be distributed or incorporated in the share capital by resolution of the shareholders. ANNUAL GENERAL MEETINGS Notice of meeting, participation (Articles 25 and 27 of the by-laws) Annual General Meetings are called under the conditions required by law. For shareholders to be entitled to participate in General Meetings, their shares must be recorded in the shareholder s name or in the name of an accredited intermediary in the case of non-resident shareholders, no later than midnight CET time on the third business day preceding the meeting date, either in the share register kept by the Company or its registrar (registered shares), or in the securities account kept by the shareholder s bank or broker (bearer shares). For holders of bearer shares, ownership of shares is evidenced by a certificate (attestation de participation) issued by their bank or broker, which may be sent to the Company by or attached to the postal voting form/form of proxy or the request for an admission card issued in the shareholder s name or in that of the accredited intermediary representing the shareholder. A certificate shall also be issued to shareholders wishing to participate in General Meetings in person who have not received their admission card by midnight CET on the third business day preceding the meeting date. Meetings are held in the town where the Company s registered office is located or any other venue in France as specified in the notice of meeting. All shareholders are entitled to attend and vote at Annual General Meetings, regardless of the number of shares held.

246 244 I Additional information Registration document 2009 / Casino Group General information about the company Voting rights (double voting rights) (Article 28-III of the by-laws) All shareholders entitled to attend meetings have one vote for each share held, without limitation, save as otherwise provided for by law. However, as allowed by law, double voting rights are attached to all fully-paid registered shares which have been registered in the name of the same shareholder for at least four years and to any bonus shares issued upon capitalisation of reserves, retained earnings or additional paid-in capital in respect of shares entitled to double voting rights. The double voting rights are cancelled ipso jure if the shares are converted to bearer shares or transferred to another shareholder, save as provided for in Article L of the French Commercial Code (Code de commerce) in the case of inheritance, division of estate between divorcing spouses or gifts inter vivos to a spouse or other person of an eligible degree of relationship. Votes cast or proxies given by an intermediary that either has not disclosed its status as nominee shareholder acting on behalf of non-resident shareholders or has not disclosed the identity of those non-resident shareholders, as required by the applicable regulations, are not taken into account. The provisions of the by-laws concerning double voting rights were originally adopted by shareholders at the Extraordinary General Meeting of 30 November 1934 and were amended at the Extraordinary General Meeting of 21 May 1987, when the qualifying period was raised from 2 to 4 years. IDENTIFIABLE HOLDERS OF BEARER SHARES (Article 11-I of the by-laws) In accordance with the applicable regulations, the Company may request at any time from the organisation responsible for clearing transactions in its shares, information about the identity of the holders of its bearer shares and any securities carrying rights to its shares, including each such shareholder s name (or corporate name), nationality and address, the number of shares and securities with rights to shares held, and any restrictions attached to the securities. Based on the information obtained under this procedure, if the Company believes that any shares or securities with rights to shares may be held by nominees, it may contact any shareholders whose names appear on the list, either directly or through the clearing organisation, to request information allowing the Company to identify the ultimate shareholders. In the event of failure to disclose the identity of shareholders, the votes cast or proxies given by the intermediary on record as acting as nominee shareholder will not be taken into account. The Company may ask any legal entity that holds over 2.5% of its share capital or voting rights to disclose the identity of the persons holding, directly or indirectly, more than one third of the legal entity s share capital or voting rights. In the case of failure by a shareholder or intermediary to disclose the requested information, the shares or securities with rights to shares held or represented by the shareholder or intermediary may be stripped of voting and dividend rights, temporarily or permanently, in accordance with the law. Disclosure thresholds (Article 11-II of the by-laws) Any person or legal entity, including any accredited intermediary in the case of non-resident shareholders, acting either alone or in concert with other persons or legal entities, that comes to hold or ceases to hold, by whatever means, a number of shares representing 1% of the voting rights or capital or any multiple thereof, must inform the Company, by registered letter with acknowledgement of receipt, of the number of shares and voting rights held, within five trading days of the relevant disclosure threshold being crossed. Shareholders that have crossed a disclosure threshold are also required to inform the Company of the number of securities held that carry a deferred right to shares, and of the number of voting rights attached to said securities. These disclosure requirements no longer apply when over 50% of the voting rights are held, individually or in concert. Failure to comply with these requirements will result in the undisclosed shares being stripped of voting rights at General Meetings at the request of one or more shareholders separately or together owning at least 5% of the share capital or voting rights. Similarly, any voting rights which have not been duly and properly disclosed may not be exercised. Disqualification will apply to all General Meetings held during a period of two years commencing on the date on which the omission is remedied.

247 Registration document 2009 / Casino Group Additional information I 245 History of the Company and the Group 1898 Company founded by Geoffroy Guichard and first store opened Launch of the first private-label Casino-brand products Casino manages 460 stores and 195 concessions Casino manages 20 plants, 9 warehouses, 998 stores and 505 concessions On the eve of the Second World War, Casino manages 1,670 stores and 839 concessions First self-service store opened in Saint-Étienne First supermarket opened in Grenoble First cafeteria opened in Saint-Étienne First hypermarket opened in Marseille. Casino acquires L'Epargne, a retailer operating in southwestern France The Group manages 2,575 outlets Casino enters the US market by launching a chain of cafeterias Casino manages 2,022 convenience stores, 76 supermarkets, 16 hypermarkets, 251 affiliates, 54 cafeterias and 6 plants In the USA, the Group acquires the Smart & Final cash & carry chain (90 outlets) Casino acquires Cedis, a retailer operating in eastern France with annual sales of 1.14 billion The Group acquires La Ruche Méridionale, a retailer operating in the south of France with annual sales of 1.2 billion. In the USA, the Group acquires the food wholesaler Port Stockton Food Distributors. The hypermarket and supermarket service station business is sold to Shell and Agip The retail business is spun off into a subsidiary Casino acquires Rallye's retailing business The Company is converted into a société anonyme (joint-stock corporation) with a Management Board and Supervisory Board. The Group signs a partnership agreement with Corsica-based Corse Distribution, leading to the acquisition of 50% interests in Codim 2 and Médis. A partnership agreement is signed with Coopérateurs de Normandie-Picardie. A joint venture is set up with Dairy Farm International to develop hypermarkets in Taiwan. Spar France is set up. The Group buys back from Agip the service stations located on the sites of Casino hypermarkets and supermarkets. The first hypermarket is opened in Poland.

248 246 I Additional information Registration document 2009 / Casino Group History of the Company and the Group Casino acquires the entire capital of Médis. Casino and Shell launch the Club Avantages loyalty card. Casino acquires the Franprix and Leader Price networks ( 1.9 billion in sales) and a food wholesaler, Mariault ( 152 million in sales). Casino takes a 21.4% stake in the capital of Monoprix/Prisunic. Casino acquires a 75% stake in Argentine company Libertad. The Centre Auto business is sold to Feu Vert in exchange for 38% of Feu Vert s capital. Casino takes a 50% stake in Uruguay s Disco Group. The first hypermarket is opened in Taiwan. Casino takes a 66% stake in Thailand s Big C Group. A total of 75 convenience stores are acquired from Guyenne & Gascogne in southwestern France. The Opéra central purchasing agency is set up with Cora. The first Imagica one-hour digital film-processing store is opened. Casino takes a 25% stake in Exito (Colombia) and CBD (Brazil). Casino acquires a 50% stake in the capital of Cdiscount. The joint venture with Dairy Farm International in Taiwan is wound up and Casino signs an agreement with the Far Eastern Group for the creation of Far Eastern Géant in Taiwan. The first Leader Price store opens in Poland. The Group acquires 475 convenience stores from Auchan. Casino takes part in the creation of WorldWide Retail Exchange (WWRE), a new B2B electronic marketplace. The Group raises its stake in Monoprix to 49.3%, alongside Galeries Lafayette which also holds 49.3%. Casino strengthens its presence in Latin America in Uruguay, Disco acquires control of Devoto (21 outlets), and in Venezuela Casino takes a 50.01% stake in Cativen (48 supermarkets and 2 hypermarkets) Casino joins forces with Cofinoga to set up Banque du Groupe Casino. A Géant hypermarket is opened in Bahrain (Persian Gulf) under an affiliation agreement with the Sana Group. An agreement is signed with the Bourbon Group providing for the acquisition by Casino of a 33.34% interest in Vindémia, a retail chain operating in Reunion, Madagascar, Mayotte, Mauritius and Vietnam. Cora terminates the agreement concerning the Opéra joint central purchasing agency. Casino Cafétéria enters the foodservice market. Casino and Galeries Lafayette launch a new-generation loyalty programme, S Miles, which combines the Points Ciel (Galeries Lafayette) and Club Avantages (Casino/Shell) loyalty programmes. The first two Leader Price stores are opened in Thailand. Casino buys back from Shell the service stations located on the sites of Casino hypermarkets and supermarkets. Casino acquires 38% of Dutch retailer Laurus. A new central purchasing agency, EMC Distribution, is set up. Casino joins forces with Auchan to create International Retail and Trade Services (IRTS), offering services to multinational suppliers and/or SMEs. Casino and Galeries Lafayette agree to continue their partnership in Monoprix for at least three years, and make a joint public buyout offer for Monoprix shares to be followed by a squeeze out. Smart & Final Inc. sells its foodservice businesses in Florida and California. The Company changes its legal form to a société anonyme with a Board of Directors. The Casino Group and CNP Assurances announce a strategic agreement for the development and promotion of insurance products for customers of the Group s stores in France. The Casino Group raises its holding in Franprix Holding to 95% and in Leader Price Holding to 75%.

249 Registration document 2009 / Casino Group Additional information I Casino acquires joint control of the CBD Group, with 68.8% of the capital of the group s holding company. Casino becomes the majority shareholder of Vindémia, with 70% of the capital. The Group s shopping centre properties in France are spun off into a subsidiary, Mercialys, which is floated on the stock exchange. The Group sells 13 warehouse properties to Mines de la Lucette. The equity swap between Deutsche Bank and Casino is unwound and the GMB/Cora shares are sold. Exito acquires control of Carulla Vivero, a listed company ranked no. 2 in the Colombian retailing market. Casino sells its remaining 38% stake in Feu Vert. The Group joins forces with dunnhumby to create dunnhumby France. Casino sells its Polish operations. International Retail and Trade Services (IRTS), set up in partnership with Auchan, is wound up Casino sells its 55% interest in Smart & Final (USA) to investment fund Apollo. Casino becomes the majority shareholder of Exito after exercising its right of first refusal over the shares sold by the Toro family. Casino enters into an agreement with property investment fund Whitehall to develop shopping centres in Poland and other Eastern Europe countries. Casino owns 66.8% of Cdiscount after various share purchases and subscribing to a new share issue. Casino owns 100% of Vindémia (Indian Ocean), following Bourbon s exercise of its put option. Casino sells 225 convenience store and supermarket properties in France, as well as store and warehouse properties in Reunion, to two property mutual funds (OPCI). Casino raises its stake in Super de Boer to 57%. Telemarket.fr signs an agreement with the Casino Group to source its supplies from the Group s central purchasing agency. Casino reduces its interest in Mercialys from 61.48% to 59.76% to comply with SIIC 4 regulations. The Casino Carbon Index is the first complete environmental labelling system. Emily 2, a new employee share ownership plan, is set up. The Group continues to pursue its policy of capturing the value of its assets by selling 42 superette, Casino supermarket and Franprix-Leader Price store properties to two property partners, including AEW Immocomercial, a property mutual fund (OPCI). Casino and Galeries Lafayette sign an amendment to their March 2003 strategic agreement which suspends the exercise of their respective put and call options on Monoprix shares for three years. Philippe Houzé is reappointed Chairman of the Board of Monoprix until March All preferred non-voting shares are converted into ordinary shares. Groupe Casino signs the United Nations Global Compact, strengthening its commitment to promoting and adopting sustainable and socially responsible policies. It has set up an action plan in the areas of human rights, labour, the environment and anti-corruption. Casino sells the assets and liabilities of its 57%-owned subsidiary Super de Boer to Jumbo. Casino creates GreenYellow, a subsidiary that develops photovoltaic (PV) systems on shopping centre store and car park roofs. Casino acquires the Baud family minority interests in Franprix and Leader Price. Casino signs a distribution agreement with France s Sherpa network of convenience stores, under which Sherpa will source its supplies from Casino s central purchasing agency. Casino creates a single division combining Géant Casino hypermarkets and Casino Supermarkets, as well as a single food and non-food purchasing department. GPA signs an agreement to create a joint venture between its subsidiary Globex Utilidades SA and Casas Bahia Comercial Ltda, Brazil s leading non-food retailer, thereby strengthening its top position in the Brazilian retail market.

250 248 I Additional information Registration document 2009 / Casino Group The market for Casino securities List of quoted Casino securities in 2009 Since 15 June 2009, Casino s only quoted securities are ordinary shares (ISIN code FR ). They are listed on Euronext Paris and are eligible for the Deferred Settlement System (SRD). Following their mandatory conversion into ordinary shares on 15 June 2009, the preferred non-voting shares (ISIN code RFR ) were transferred to the delisted securities compartment of Euronext Paris (CVRMR) where they remained tradable for six months until 15 December From 1 January each year to the dividend payment date, ordinary shares issued on exercise of stock options or warrants are also traded on Euronext Paris. The Company has also carried out several bond issues, which are quoted on the Paris and Luxembourg stock exchanges. Trading volumes and prices over the past 18 months (source: Euronext Paris) Ordinary shares High High and low prices ( ) Low Trading volume (thousands of shares) Trading volume ( millions) 2008 September , October , November , December , January , February , March , April , May , June , July , August , September , October , November , December , January , February ,

251 Registration document 2009 / Casino Group Additional information I 249 Preferred non-voting shares High High and low prices ( ) Low Trading volume (thousands of shares) Trading volume ( millions) 2008 September October , November December January February March , April May June* July* August* September* October* November* December* * The preferred non-voting shares were transferred to the delisted compartment on 15 June 2009, where they remained tradable until 15 December 2009.

252 250 I Additional information Registration document 2009 / Casino Group Casino s store base FRANCE Casino s store base Number of stores at 31 December Retail Space (in thousands of sq.m) Géant Casino hypermarkets of which French Affiliates of which International Affiliates Casino Supermarkets of which French Affiliates of which International Affiliates Franprix Supermarkets of which Franchise outlets Monoprix Supermarkets of which Franchise outlets/affiliates of which Naturalia Leader Price discount stores of which Franchise outlets Total Supermarkets + Discount Outlets 1,850 2,010 2,201 1,894 1,985 2,118 of which Franchise outlets Petit Casino Superettes 1,947 1,903 1, of which Franchise outlets Spar Superettes of which Franchise outlets Vival Superettes 1,620 1,677 1, of which Franchise outlets 1,620 1,677 1,753 Other of which Franchise outlets Other Franchised stores 1,133 1,126 1, Ex-SM Casino Corners, Relay, Shell, Elf, Carmag, Sherpa, Autres 5 1,128 1,126 1,257 Wholesale outlets , Total Convenience Stores 6,040 6,092 6, of which Franchise/Wholesale outlets 3,918 4,011 4,805 Other Affiliate stores of which French Affiliates of which International Affiliates Other businesses NA NA NA Casino Restauration TOTAL FRANCE 8,397 8,601 9,364 3,664 3,785 3,852

253 Registration document 2009 / Casino Group Additional information I 251 INTERNATIONAL Casino s store base Number of stores at 31 December Retail Space (in thousands of sq.m) ARGENTINA Libertad hypermarkets Leader Price discount stores Other businesses URUGUAY Géant hypermarkets Disco supermarkets Devoto supermarkets VENEZUELA Exito hypermarkets Cada supermarkets Q Precios discount stores BRAZIL ,080 1,337 1,359 1,745 Extra hypermarkets Pão de Açucar supermarkets Sendas supermarkets Extra Perto supermarkets CompreBem supermarkets Assai discount stores Extra Facil superettes Other (Eletro, Ponto Frio) Of which Ponto frio THAILAND Big C hypermarkets Leader Price discount stores VIETNAM Big C hypermarkets INDIAN OCEAN Jumbo hypermarkets Score / Jumbo supermarkets Cash and Carry supermarkets Spar supermarkets Other COLOMBIA Exito hypermarkets Pomona and Carulla Supermarkets Bodega discount stores Other NETHERLANDS Super de Boer supermarkets TOTAL INTERNATIONAL 1,437 1,481 1,620 2,908 3,051 3,434

254 252 I Additional information Registration document 2009 / Casino Group Person responsible for the Registration Document and annual financial report Person responsible for the Registration Document Jean-Charles Naouri, Chairman and Chief Executive Officer Statement by the person responsible for the Registration Document I hereby declare that, having taken all reasonable care to ensure that such is the case, the information contained in this Registration Document is, to the best of my knowledge, in accordance with the facts and contains no omission likely to affect its import. I hereby declare that, to the best of my knowledge and belief, the financial statements have been prepared in accordance with the applicable accounting standards and present fairly in all material respects the assets and liabilities, financial position and results of the Company and the consolidated group. I also declare that the information contained in the management report appearing on pages 20 onwards gives a true and fair view of trends in the business operations, results and financial position of the company and the consolidated group, as well as a description of the main risks and uncertainties facing those companies. I obtained a statement from the Statutory Auditors at the end of their engagement affirming that they had read the whole of the Registration Document and examined the information about the financial position and the accounts contained therein. Their report on the historical financial information for 2009 is presented on pages 64 and 148 of this Registration Document. Their report on the historical financial information for 2008 and 2007 is incorporated by reference. Their reports on the 2007 and 2008 parent company financial statements contain an emphasis of matter paragraph relating to compensation in section 3. Their report on the 2008 consolidated financial statements contains an emphasis of matter paragraph relating to the adoption of an income statement presentation by function. Their report on the 2009 consolidated financial statements contains two emphasis of matter paragraphs, one relating to the new standards and interpretations applied by the Group in 2009, the other relating to the accounting treatment used for the dividend distribution in Mercialys shares and the positions taken by the Group with regard to the consolidation of its Venezuelan subsidiary Cativen in its consolidated financial statements. Jean-Charles Naouri

255 Registration document 2009 / Casino Group Additional information I 253 In accordance with Article 28 of European Commission regulation 809/2004/EC, the following information is incorporated by reference in this Registration Document: 2008 The 2008 Registration Document was filed with the Autorité des Marchés Financiers on 20 April 2009 under no. D It includes: The consolidated financial statements (pages 60 to 140) and the Statutory Auditors report on the consolidated financial statements (page 58). Financial information (pages 1 to 96). The parent company financial statements prepared under French GAAP (pages 143 to 169) and the Statutory Auditors general and special reports (pages 142 and 170 respectively) The 2007 Registration Document was filed with the Autorité des Marchés Financiers on 6 May 2008 under no. D It includes: The consolidated financial statements (pages 60 to 142) and the Statutory Auditors report on the consolidated financial statements (page 58). Financial information (pages 1 to 56). The parent company financial statements prepared under French GAAP (pages 145 to 171) and the Statutory Auditors general and special reports (page 144 and 172 respectively).

256 254 I Additional information Registration document 2009 / Casino Group Table of correspondence Registration document To facilitate consultation of this Registration Document, the table below indicates the page references corresponding to the main headings required under annexe 1 of European Commission regulation 809/2004/EC of 29 April Persons responsible 1.1. Person responsible for the registration document Statement of the person responsible for the registration document Statutory auditors and Select financial information Risk factors to Information about the issuer 5.1. History and development of the issuer Legal and commercial name Place of registration and registration number Date of incorporation and length of life Domicile, legal form and governing legislation Important events in the development of the business... 8, 245 to Investments... 17,18 and Business overview... 9 to Organisation structure 7.1. Issuer s position within the Group... 28, 30, Groupe Casino organisation chart and Property, plant and equipment 8.1. Tangible fixed assets and 18, 103 to Environmental aspects to Operating and financial review 9.1. Financial condition Operating results and Capital resources and 27, 112 to Research and development, patents and licences Trend information... 9 to 18, 36 and Profit forecasts or estimates Administrative, management and supervisory bodies, and senior management Members of the administrative, management and supervisory bodies , Administrative, management and supervisory bodies and senior management conflicts of interest Remunerations and benefits à 199

257 Registration document 2009 / Casino Group Additional information I Board practices Current term of office of members of the administrative, management or supervisory bodies to Information about service contracts between members of the administrative, management or supervisory bodies and the issuer or any of its subsidiaries Board committees and Statement as regards compliance with corporate governance regime Employees Human resources Shareholdings and stock options and 43, 45 and 46, 61 and Arrangements for involving the employees in the issuer s capital and Major shareholders Ownership of capital and voting rights to Controlling shareholder Arrangements which may result in a change in control of the issuer... 45, Related party transactions... 35, 140 and 141, Financial information concerning the issuer s assets and liabilities, financial position and profits and losses Consolidated financial statements at 31 December to Parent company financial statements at 31 December to Statutory Auditors report on the consolidated financial statements at 31 December Statutory Auditors report on the parent company financial statements at 31 December Dividend policy Legal and arbitration proceedings Significant change in the issuer s financial or trading position to 27, Additional information Information about the share capital Amount of issued capital Treasury shares to History of share capital Memorandum and Articles of Association Issuer s objects and purposes Summary of provisions of the by-laws or charter with respect to members of the administrative, management and supervisory bodies to 224, 241 to Rights, privileges and restrictions attaching to the shares to General meetings Shareholder pacts Notification of interests Material contracts and Documents on display Information on holdings to 35, 174 and 175

258 256 I Additional information Registration document 2009 / Casino Group Table of correspondence Annual financial report To facilitate consultation of this Registration Document, the table below indicates the page references corresponding to the information contained in the annual financial report which listed companies are required to publish in accordance with articles L of the French Monetary and Financial Code (Code monétaire et financier) and article of the General Regulation of the Autorité des Marchés Financiers. 1. Parent company financial statements to Consolidated financial statements to Management report to Information referred to in articles L and of the French Commercial Code (Code de commerce) Analysis of business trends to 25 Analysis of results to 29 Analysis of financial position Major risks and uncertainties to 51 Summary of valid authorisations granted by the shareholders to the Board of Directors to increase the share capital Information referred to in article L of the French Commercial Code (Code de commerce) Factors liable to have an influence in the event of a public offer Information referred to in article L of the French Commercial Code (Code de commerce) Purchases of treasury shares to Statement by the persons responsible for the annual financial report Statutory Auditors report on the parent company and consolidated financial statements... 64, Disclosure of Statutory Auditors fees Chairman s report on internal control à Statutory Auditors report on the Chairman s report on internal control The original French version of this translated Registration Document was filed with the Autorité des Marchés Financiers (AMF) on April 6, 2010 under number D , in accordance with article of the AMF s General Regulations. It may be used in connection with a financial transaction provided that it is accompanied by an Information Memorandum approved by the Autorité des Marchés Financiers. It was prepared by the issue and its signatories assume responsibility for it. This document is a free translation from French into English and has no other value than an informative one. Should there be any difference between the French and the English version, only the text in French language shall be deemed authentic and considered as expressing the exact information published by Groupe Casino.