SECOND SUPPLEMENT DATED 24 JUNE 2014 TO THE BASE PROSPECTUS DATED 3 DECEMBER Casino Guichard-Perrachon

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1 SECOND SUPPLEMENT DATED 24 JUNE 2014 TO THE BASE PROSPECTUS DATED 3 DECEMBER 2013 Casino Guichard-Perrachon Euro 9,000,000,000 Euro Medium Term Note Programme Due from one month from the date of original issue This supplement dated 24 June 2014 (the Second Supplement ) is supplemental to, and must be read in conjunction with the Base Prospectus dated 3 December 2013 (the "Base Prospectus") which was approved by the Commission de Surveillance du Secteur Financier (the CSSF ) on 3 December 2013 and with the First Supplement to the Base Prospectus dated 19 February 2014 (the First Supplement ) prepared in relation to the EUR 9,000,000,000 Euro Medium Term Note programme of Casino Guichard-Perrachon (the Issuer). On 3 December 2013, the CSSF approved the Base Prospectus as a base prospectus for the purposes of article 5.4 of Directive 2003/71/EC as amended, (the Prospectus Directive ) and article 7 of the Luxembourg Law on prospectuses for securities dated 10 July 2005 as amended by the Luxembourg Law of 3 July 2012 (the Luxembourg Law ). This Second Supplement constitutes a supplement to the Base Prospectus for the purpose of article 16 of the Prospectus Directive and article 13 of the Luxembourg Law in order to (i) update the section «Recent Developments» pages 69 and seq. of the Base Prospectus (ii) update the section «Documents Incorporated by Reference» pages 17 and seq. of the Base Prospectus. The Issuer accepts responsibility for the information contained in this Second Supplement. The CSSF assumes no responsibility as to the economic and financial soundness of any transaction and the quality and solvency of the Issuer in line with the provisions of article 7(7) of the Luxembourg Law. The Issuer declares that, having taken all reasonable care to ensure that such is the case, the information contained in this Second Supplement is, to the best of its knowledge, in accordance with the facts and does not omit anything likely to affect the import of such information. Save as disclosed in this Second Supplement, there has been no other significant new factor, material mistake or inaccuracy relating to information included in the Base Prospectus since the publication of the First Supplement. To the extent that there is any inconsistency between (a) any statements in this Second Supplement and (b) any other statement in, or incorporated by reference into the Base Prospectus as supplemented by the First Supplement, the statements in (a) above will prevail. Unless the context otherwise requires, terms defined in the Base Prospectus shall have the same meaning when used in this Second Supplement. The Second Supplement is available on (i) the website of the Issuer ( and (ii) the website of the Luxembourg Stock Exchange (

2 TABLE OF CONTENTS RECENT DEVELOPMENTS... 3 DOCUMENTS INCORPORATED BY REFERENCE

3 RECENT DEVELOPMENTS The section Recent Developments" pages 69 and seq. of the Base Prospectus is completed by the insertion of the following press releases: 21 FEBRUARY 2014 SUCCESSFUL 10-YEAR BOND ISSUE OF 900 MILLION AND LAUNCH OF A TENDER OFFER FOR BONDS MATURING IN APRIL 2016 AND FEBRUARY 2017 Casino successfully issued a new 10-year bond of 900 million. This bond, which will pay a coupon of 3.248%, has been significantly oversubscribed by a diversified investor base. Casino also announced today a tender offer for bonds maturing in April 2016 and February 2017 for an amount to be determined at Casino s discretion. Tender offer results will be known on 28 February Proceeds from the new issuance will finance the tender offer and strengthen the Group s liquidity. These transactions will enable Casino to lengthen its bond debt maturity profile. Casino is rated BBB- stable by Standard & Poor s and Fitch Ratings. BNP Paribas, Citigroup, Crédit Agricole Corporate and Investment Bank, HSBC, ING, Mitsubishi UFJ Securities International and Natixis acted as joint bookrunners and deal managers of these transactions. 28 FEBRUARY 2014 SUCCESSFUL BONDS TENDER OFFER The tender offer launched on Friday 21 February 2014 allows Casino to buyback respectively 214m and 336m of bonds maturing in April 2016 and in February Purchased bonds in the context of this transaction will be cancelled on 7 March After this transaction, the principal amount of these two bonds will be reduced to 386m for the bond maturing in April 2016 and to 552m for the bond maturing in February This tender offer, together with the new 10-year bond issue of 900m launched on Friday 21 February, enables to extend the average maturity of Casino s bond debt to 5.4 years today from 4.8 years as of end of December Casino is rated BBB- stable by Standard & Poor s and Fitch Ratings. BNP Paribas, Citigroup, CréditAgricole Corporate and Investment Bank, HSBC, ING, Mitsubishi UFJ Securities International and Natixis acted as deal managers of this transaction. 3

4 28 FEBRUARY 2014 SIGNING OF A FIVE-YEAR EUR 1.2BN CONFIRMED CREDIT FACILITY Casino has announced today the signing of a 5-year confirmed credit facility for an amount of EUR 1.2bn with a group of 18 banks: Bank of Tokyo-Mitsubishi, CréditAgricole Corporate and Investment Bank and RBS (coordinating banks), Banco Santander, Bank of America Merrill Lynch, Barclays, BNP Paribas, Citi, Commerzbank, GroupeCréditMutuel CIC, Deutsche Bank, HSBC, ING, JPMorgan, La BanquePostale, Natixis, SociétéGénérale, Sumitomo Mitsui Banking Corporation. Casino also benefits from two one-year extension options which remain subject to banks approvals. This credit line refinances the existing 5-year EUR 1.2bn facility signed in August This transaction strengthens the group s liquidity and extends the average maturity of Casino s confirmed lines from 2.6 years as at end of December 2013 to 4.3 years today. 07 APRIL 2014 CASINO EXERCISED A CALL OPTION ON 8.9 MILLION PREFERRED SHARES OF GPA REPRESENTING 3.4% HENCE INCREASING ITS STAKE TO 41.1% OF GPA TOTAL CAPITAL On 4 April 2014, Casino acquired 8,907,123 preferred shares of GPA after exercising a call option that was purchased in July 2012 from a financial institution and exercisable any time before 30 June After completion of this deal, Casino s share of interest in GPA s equity increases from 38% to 41.4%, without any evolution in the total economic exposure of 46.5% (which takes into account the other derivative instruments). This deal will be accretive on Group s adjusted eps from APRIL 2014 FIRST-QUARTER 2014 SALES Total Group sales of 11.3 billion, organic growth (1) up +6.6% In France, total sales of +8.3% Renewed stability of Géant sales (1) thanks to continued strong growth in customer volumes and traffic E-commerce business volume up +13% Internationally, organic growth (1) of +11% driven by excellent level of growth in Brazil (+13.3%) Evolution of the Group s consolidated net sales in the 1st quarter of 2014 CONSOLIDATED NET SALES (BEFORE TAX) In m Q (2) Current exchange rates Change Q1 2014/Q (2) Constant exchange rates Organic growth (1) Total continuing operations 11, % +8.3% +6.6% France 4, % +8.3% -1.8% 4

5 International 6, % +8.3% +11% In the first quarter of 2014, the Group s consolidated net sales stood at 11.3 billion, below first quarter of 2013, due to a foreign-exchange effect of -11.6%, mainly linked to the real. At constant forex, sales grew +8.3% at Group level. Excluding scope effect (which has a positive +3.6% impact) and excluding calendar, organic growth was up +6.6%. Average calendar was -0.8% in France and - 1.8% internationally. (1) Excluding petrol and calendar effect: Organic growth is growth at constant scope of consolidation and exchange rates. (2) 2013 restated net sales, resulting from retrospective application of IFRS 11 (elimination in 2013 of proportional consolidation of the Group s joint ventures), are shown on page 8. It s not taken into account in the evolution of this table which are formulated in relation to Q as published in The figures published in 2014 take into account the elimination of proportional integration. Summary of Q trading In France, growth in Géant food same-store sales (1) (+3.1%) and positive non-food volumes in March; e-commerce business volume up +13% with very strong marketplace development In France, total sales in Q1 stood at 4,674 million, up +8.3%, mainly due to the effect of the 100% consolidation of Monoprix, and down -1.8% on an organic growth basis (1). Same-store sales (1) at the Géant hypermarkets continued to improve and are now stable (vs - 2% in T4 2013), buoyed by strong growth in volumes (+7% vs +5.6% in Q4 2013) and traffic (+4.2% vs +2.1% in Q4 2013). Food sales were up +3.1%. Non-food volumes turned positive again in March. Casino Supermarket sales were in line with the trend in Q4 2013, reflecting the price cuts. Traffic was up +2.2% and volumes were stable over the period. Monoprix sales posted growth of +0.6% on an organic basis excluding petrol and calendar effects. Franprix-Leader Price total sales fell due to repositioning of Leader Price price indices and equity accounting of Geimex (2). The business volume of e-commerce in France grew by +13% in the first quarter This growth was provided mainly by strong development of the marketplace, where business grew by +89% in Q1. Ramp-up of the marketplace within e-commerce activities has been fast (it represented 18% of total volumes in Q1 and 21% early April), benefiting from the priority granted in the early phase of deployment. Internationally, continued strong organic growth (1) driven by Brazil International subsidiaries posted another quarter of strong organic growth (1) at +11%. Same-store sales excluding calendar effect increased by +6.6% of which +8.7% was in Brazil. Globally, international sales were down -10.1% due to a significant foreign-exchange effect (-18.4%). Latin America posted robust organic growth (1) of +12.3%, driven by GPA s good performance and dynamic expansion in Brazil. Organic growth (1) in Asia remained positive at +5.2% despite the macroeconomic and political situation in Thailand. (1) Excluding petrol and calendar effect. (2) 50% owned by Casino. Geimex operates the Leader Price brand internationally. 5

6 France: banners performance - Q Sales in France stood at 4,674 million in Q1 2014, up +8.3%. SALES GROWTH (2) Total growth Organic growth 1) Organic growth (1) (in m) Net sales before tax - France o/w Géant Casino hypermarkets Q Q Q Q Q , , % -1.8% -1.4% 1, , % +0.1% -1.7% o/w Casino supermarkets % -2.9% -2.9% o/w Proximity stores % -6% -3% o/w Franprix Leader Price 1, , % -5.3% -4.9% o/w Monoprix , % +0.6% +0.9% o/w e-commerce % +4.8% +10.2% Business volume of e- commerce % n/a n/a CHANGE IN SAME-STORE SALES, EXCL. PETROL (in m) Q Q calendar effect Excluding calendar effect Q Q Géant Casino hypermarkets -1.6% -1.5% 0.1% -2% Casino supermarkets -3.4% -0.9% -2.5% -2.7% Franprix -3.4% +0.3% -3.7% -2.4% Leader Price -9.5% -0.5% -9% -7.6% Monoprix -1.2% -0.4% -0.8% -0.8% (1) Excluding petrol and calendar effect: Organic growth is growth at constant scope and exchange rates. (2) Net sales for Q as published in 2013; the lower 2013 net sales, resulting from retrospective application of IFRS 11 (elimination in 2013 of proportional consolidation of the Group s joint ventures), are shown on page 8. It s not taken into account in the evolution of this table which are formulated in relation to Q as published in The figures published in 2014 take into account the elimination of proportional integration. 6

7 Géant Casino The improvement in same-store sales of Géant hypermarkets, excluding calendar effect, began in Q and continued during Q within sales excluding petrol now stabilised over the period (vs - 2% in Q4 2013). Growth in volumes +7% (vs +5.6% in Q4 2013) and traffic +4.2% (vs +2.1% in Q4 2013) continued to rise in Q Same-store food sales excluding calendar effect were up +3.1%. Non-food volumes turned positive again in March. Casino Supermarkets The change in same-store sales at Casino Supermarkets excluding calendar effect was in line with Q (-2.5% in Q vs -2.7% in Q4 2013), reflecting price cuts. Traffic was positive, a sequential improvement (+2.2% in Q vs +1.1% in Q4 2013), and volumes were stable over the period. Proximity Organic growth excluding calendar effect at Proximity stores was down -6%. The brand pushed ahead with the rationalisation of its store network, including the progressive conversion of Petit Casino stores into Casino Shops and the relaunch of the Spar and Vival franchise networks. Almost all Coop d Alsace stores are now out of the network. Franprix Leader Price Same-store sales at Franprix fell -3.7% excluding calendar effect over the quarter. The banner is continuing the rollout of its loyalty card and its store renovation programme. Following the integration of some Norma stores, total sales were down -2.6%. Leader Price is now the cheapest brand on the market according to independent panellists. Samestore sales excluding calendar effect, which include the full effect of the price cuts initiated at the end of 2013, declined by -9%. Traffic remained negative but improved progressively in Q1 to reach -1.5% in March. Total sales at Leader Price were down -1.7%. It benefited during the quarter from expansion (46 integrated stores opened). Total sales at Franprix-Leader Price were impacted by equity accounting of Geimex in 2014 (50% owned by Casino), which operates the Leader Price brand internationally. Monoprix In Q1 2014, Monoprix sales posted growth of +0.6% on an organic basis excluding petrol and calendar effect. This growth was sustained by solid performances from Monop and Naturalia. Franchise expansion was vigorous both in France (+5 stores) and internationally (+8 stores). E-commerce (Cdiscount and Monshowroom) The volume of e-commerce business in France grew by +13% in the first quarter This growth was provided mainly by strong development of the marketplace, where business grew by +89% in Q1. Ram-up of the marketplace within e-commerce activities has been fast (it represents 18% of total volumes in Q1 and 21% early April), benefiting from the priority granted in the initial phase of deployment. Cdiscount now has 7.8 million offers and 3,750 vendors. Otherwise, Cdiscount now offers over 15,000 collection points in France. 7

8 International: performance of international subsidiaries in the first quarter of 2014 International organic growth excluding petrol and calendar effect was up again at +11%, driven mainly by activity in Brazil (+13.3% in Q1 2014). The change in the average exchange rates had a negative effect of -18.4%, caused mainly by the sharp depreciation of the Brazilian real against the euro since the second half of Change in international sales in the 1st quarter of 2014 Latin America (2) Total growth Organic growth excl. petrol Organic growth excl. petrol and calendar effect Same-store growth excl. petrol Same-store growth excl. petrol and calendar effect -10.7% +10.5% +12.3% +6.1% +7.9% Asia -7.1% +4.3% +5.2% -2.3% -1.4% In Latin America, same-store sales (1) grew by +7.9%, driven by GPA s solid performance. Organic growth (1) totalled +12.3%, boosted by dynamic same-store sales performance and on-going expansion. Sales converted into euro were down -20.1% mainly due to foreign-exchange effects. An additional impact came from a calendar effect of -1.3% in Brazil (of which -2.4% for GPA Food) and - 5.5% in Colombia due to a later Easter, and more particularly for Exito to the shifting of its Anniversary marketing campaign in Q2 this year (vs Q1 in 2013). GPA In Brazil, GPA s same-store sales excluding calendar effect posted growth of +8.7%. GPA Food same-store sales excluding calendar effect were up +7%, boosted mainly by strong cash & carry growth (Assai). Buoyant expansion in Q saw the opening of 6 Minimercardo, 3 Extra Hyper and 2 Assai stores. Viaverejo same-store sales grew +3.8% on a high base in Q Nova Pontocom (e-commerce) grew very strongly (+52.6%). (1) Excluding petrol and calendar effect. (2) Q net sales as published in 2013; 2013 net sales adjusted for retrospective application of IRFS 11 (elimination of proportional consolidation of the Group s joint ventures) are shown on page 8. Exito Group Organic growth in Exito sales excluding petrol and calendar effect was positive and benefited from expansion, despite equity accounting of Disco. Exito continued to develop its network of affiliate stores, with a total of 379 Aliados stores at the end of the quarter. Exito also acquired a shopping mall and opened 6 stores, including 4 Surtimax and 1 Exito Express. The Cdiscount Colombia website was launched on 29 January Exito will publish its Q1 results on 28 April

9 In Asia, organic sales growth (1) stood at +5.2%, despite the macroeconomic and political situation in Thailand. Total sales fell -7.1%, after taking into account a negative foreign exchange effect of %. The Cdiscount Thailand and Vietnam websites went live in February. Big C Thailand Big C posted organic growth (1) of +3.3% in Q (vs +2.1% in Q4 2013). Expansion was boosted by the opening of 17 Mini Big C stores and the conversion of a Big C hypermarket into a Jumbo store (cash & carry). Same-store sales were down -2.1% excluding calendar effect (vs -4.7% in Q4 2013). Big C Vietnam Big C Vietnam organic sales (1) were up +16.8%, mainly due to a solid performance by the stores opened in (1) Excluding petrol and calendar effect. 9

10 Appendices Details and sales evolution 2013 net sales presented below («Q adjusted») were restated from retrospective application of IFRS 11 eliminating 2013 proportional consolidation. The Group s joint-ventures are now accounted in equity. The main companies impacted by retrospective application of IFRS 11 and now accounted in equity are: In France : Monoprix in Q1 2013, Geimex (Leader Price brand at international) in Q and Q In Uruguay : Disco in Q and Q Q restated net sales presented below reduces of 584M compared to published 2013, mainly for 504M for Monoprix, the difference of 79M mainly related to Disco and Geimex sales adjusted for impact of retrospective application of IFRS 11 and 2014/2013 changes adjusted In m Q published Q adjusted (2) Q Changes Q1 2014/Q adjusted Total growth Total continuing activities 11, , , ,8% France 4, , , ,4% o/w Géant Casino hypermarkets 1, , , % o/w Casino supermarkets % o/w Proximity stores % o/w Franprix Leader Price 1, , , % o/w Monoprix ,010.5 n/a o/w Cdiscount and Monshowroom % o/w Mercialys n.s. International 7, , , % Latin America 6, , , % Asia % Other sectors % 10

11 Main changes in the scope of consolidation Full consolidation of Monoprix as of 5 April 2013 Deconsolidation of Mercialys as of the 21 June 2013 Shareholders Meeting during which the loss of Casino s controlling interest was established. As of this date, earnings have been accounted for under the equity method. Full consolidation of Monshowroom as of 2 September 2013 Main changes in scope within the Franprix-Leader Price group in France following the integrations of regional networks: Full consolidation of the DSO as of 1 February 2013 Full consolidation of CAFIGE as of 1 February 2013 Full consolidation of GUERIN as of 30 June 2013 Full consolidation of NORMA stores as of 31 July 2013 Full consolidation of the MUTANT as of 8 March 2014 Deconsolidation of Volta 10 as of 30 September 2013 Moreover, the change in GPA s percentage interest in Viavarejo, which declined from 52.4% to 43.3% at end-december 2013, without a change in control, has no impact on consolidated sales. Similarly, the change in CBD s percentage interest in Nova.com in 2013, which increased from 43.9% to 52.3%, and in Viavarejo s percentage interest in Nova.com, which declined from 50.1% to 44.1%, has no impact on consolidated sales. Exchange rates Average exchange rates Q Q Change Argentina (EUR/ARS) % Uruguay (EUR/UYP) % Thailand (EUR/THB) % Vietnam (EUR/VND) (x 1000) % Colombia (EUR/COP) (x 1000) % Brazil (EUR/BRL) % 11

12 PERIOD-END STORE NETWORK: FRANCE France 31 March Dec March 2014 Géant Casino hypermarkets Of which French Affiliates International Affiliates service stations Casino supermarkets Of which French Franchise Affiliates International Franchise Affiliates service stations Franprix supermarkets Of which Franchise outlets Monoprix supermarkets Of which Franchise outlets/affiliates Naturalia Naturalia Franchise outlets 77* 77* Leader Price Of which Franchise outlets Total supermarkets and discount stores 2,476 2,532 2,592 Of which Franchise outlets/stores operated under business leases PROXIMITY 6,486 7,347 7,147 Of which Franchise outlets (Spar, vival, service stations, Sherpa, etc.), retail outlets and Affiliates 4,664 5, Other businesses (Cafeterias, Drive, etc.) TOTAL France (excluding service stations) 9,547 10,517 10,399 * including 3 Serpent Vert stores now shown as Naturalia 12

13 PERIOD-END STORE NETWORK: INTERNATIONAL International 31 March Dec March 2014 ARGENTINA Libertad hypermarkets Other businesses URUGUAY Géant hypermarkets Disco supermarkets Devoto supermarkets BRAZIL 1,902 1,999 2,008 Extra hypermarkets Pao de Açucar supermarkets Extra supermarkets Assai discount stores Extra Facil and Mini Mercado Extra superettes Casas Bahia Ponto Frio Drugstores service stations COLOMBIA Exito hypermarkets Exito and Carulla supermarkets Surtimax discount stores o/w franchises Exito Express and Carulla Express Others THAILAND Big C hypermarkets Big C supermarkets Mini Big C superettes Pure VIETNAM Big C hypermarkets Proximity stores INDIAN OCEAN TOTAL International 2,969 3,539 3,680 13

14 06 MAY 2014 MAJOR INITIATIVE IN CASINO GROUP E-COMMERCE STRATEGY PROJECT TO CREATE AN E-COMMERCE PLATFORM ESTABLISHING A MAJOR GLOBAL PURE-PLAYER Casino Group announces today a project to create an e-commerce platform combining businesses of Cdiscount in France, Colombia and Asia (1), and Nova Pontocom in Brazil (company jointly held by GPA and ViaVarejo). This transaction would create a major global e-commerce pure-player with total business volumes of $4.1bn2 in A listing of the combined entity on a U.S. stock market, where many significant internet technology players are listed, is considered in order to accelerate its development and increase its visibility. The project is studied by the involved companies and will be submitted for approval of their required corporate bodies. Cdiscount: with business volumes of $2.1bn (2) in 2013 (including the marketplace), Cdiscount is a leader of e-commerce in France. Three new websites, under the Cdiscount brand, were launched during the first quarter of 2014 in Colombia, Thailand and Vietnam, relying on the expertise, know-how and knowledge of the Group. Nova: with business volumes of $2.0bn (2) in 2013, Nova is a leading e-commerce group in Brazil. Nova develops an e-commerce offer through pontofrio.com, casasbahia.com.br, extra.com.br, barateiro.com, partiuviagens.com.br and its B2B solutions in particular through ehub.com.br. Nova launched in 2013 the first marketplace in Brazil. (1) Through existing joint-ventures with Exito in Colombia Big C Thailand and Big C Vietnam in Asia. (2) Historical financial information reported in has been converted into U.S. Dollars based on the average currency exchange rate of the European Central Bank for 2013 NOTE TO US INVESTORS: This notice is being made pursuant to and in accordance with Rule 135 under the Securities Act of 1933, as amended. As required by Rule 135, this notice does not constitute an offer to sell or the solicitation of an offer to buy securities, and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of that jurisdiction. This notice contains forward-looking statements regarding potential future events that are subject to the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of All statements, other than statements of historical facts, are statements that could be deemed forward-looking statements. These statements are based on current expectations, estimates, and projections and the beliefs and assumptions of our management. Words such as expects, anticipates, intends, plans, may, and would and variations of such words and similar expressions are intended to identify such forward-looking statements. These forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties, which could cause actual outcomes to differ materially from those reflected in the forward-looking statements. No assurance can be given that the potential combination or any listing of shares of the combined company will be consummated and consummation of these transactions is subject to many factors, including the approval of the Boards of Directors of Casino, CBD and Via Varejo and the other parties to the potential combination, commercial considerations, market conditions and other factors. In addition, historical financial information included in this notice may not be representative of the combined company s financial performance following the proposed combination; past performance is not an indication of future results. 14

15 04 June 2014 STRATEGIC PARTNERSHIP BETWEEN CASINO AND BOLLORÉ GROUPS TO DEVELOP AN ECOMMERCE PLATFORM IN AFRICA Casino and Bolloré Groups announce a strategic partnership with the objective of developing an ecommerce platform in Africa. Cdiscount Afrique and Bolloré Africa Logistics will create a joint company, which will benefit from their respective strengths: the expertise of the leader of ecommerce in France and the skills of the logistics leader in Africa. A first Cdiscount branded website should be launched from this summer in Ivory Coast. 04 June 2014 CREATION OF A MAJOR GLOBAL ECOMMERCE PURE-PLAYER WITH A NEW ENTITY CNOVA FILING OF A REGISTRATION STATEMENT IN RELATION TO A POTENTIAL IPO IN THE U.S. MARKET On 4 June 2014, the Board of Directors of Casino, CBD, Via Varejo and Exito approved the principal terms for the creation of a new company Cnova ("Cnova N.V.", incorporated in the Netherlands). A registration statement has been filed in relation to a potential initial public offering in the U.S. market. Cnova will be a major global ecommerce player with total gross merchandise volume of US $4.9 billion (1) in 2013, and a presence with the Cdiscount websites in France, Colombia, Thailand, Vietnam, and in Brazil with the websites Extra.com, CasasBahia.com and Pontofrio.com operated by Nova Pontocom, a company mainly owned by CBD and Via Varejo. The success of Cnova will be based on a low-cost business model with attractive pricing, an extensive product assortment and highly differentiated delivery and payment solutions. Based on the determined exchange ratio, Cnova will be directly owned 46.5% by Casino (including its Colombian subsidiary Exito) and 53.5% indirectly by CBD, Via Varejo and certain founding shareholders of Nova Pontocom. Cnova will be managed by two co-ceos (the current CEOs of Cdiscount and Nova Pontocom), who shall alternate as Board member. Cnova s initial Board will be comprised of 9 members, including, in addition to one of the Co-CEOs, 3 Directors appointed by Casino, including Jean-Charles Naouri, Chairman and CEO of Casino who will be also appointed Chairman of the Board, 2 appointed by GPA, 1 appointed by Via Varejo, and 2 other Directors who will be independent. The relationship existing between Nova Pontocom, CBD and Via Varejo will be preserved, notably in the form of an amendment to the Operational Agreement entered into by Nova Pontocom, CBD and Via Varejo, aiming at preserving the commercial relationship and sharing of best practices between these companies, and in the form of a long term trademark license agreement. At the request of the Boards of Directors and special committees of the companies involved, fairness opinions were provided by Santander for Casino, Crédit Suisse for CBD, Bank of America Merrill Lynch for Via Varejo and Corredores Asociados for Exito. The Boards of Directors of Casino, Via Varejo and CBD also authorized the filing by Cnova of a registration statement on Form F-1 with the U.S. Securities and Exchange Commission (SEC), in 15

16 relation to a potential initial public offering in the U.S. market, as well as the implementation, by the companies involved, of the necessary operations to achieve the transaction described above. Additional Information: A registration statement relating to the securities of Cnova has been filed today with the U.S. Securities and Exchange Commission but has not yet become effective. You may obtain access to the registration statement by visiting EDGAR on the SEC s website at These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This press release shall not constitute an offer to sell or a solicitation of an offer to buy ordinary shares of Cnova N.V., nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state. (1) Historical financial information reported in has been converted into U.S. Dollars based on the currency exchange rate as of 31 December 2013 of

17 DOCUMENTS INCORPORATED BY REFERENCE On pages 17 to 20 of the Base Prospectus, the section Documents Incorporated By Reference" is deleted in its entirety and replaced as follows: DOCUMENTS INCORPORATED BY REFERENCE This Prospectus should be read and construed in conjunction with the following documents all of which are incorporated by reference in the Prospectus and which the Issuer has filed with the CSSF: (1) the French language version of the Document de Référence for the year ended 31 December 2011 which was filed with the Autorité des Marchés Financiers on 16 April 2012 under the number D (the 2011 Annual Report ) except for the third paragraph of the section Statement by the person responsible for the Registration Document on page 255 and for the other information incorporated by reference on page 256; (2) the French language version of the Document de Référence for the year ended 31 December 2012 which was filed with the Autorité des Marchés Financiers on 28 March 2013 under the number D (the 2012 Annual Report ) except for the third paragraph of the section Statement by the person responsible for the Registration Document on page 280 and for the other information incorporated by reference on page 281; (3) the French language version of the Rapport Financier Semestriel for the period from 1 January 2013 to 30 June 2013 (the Interim Report First Half 2013 ); (4) the French language version of the Document de Référence for the year ended 31 December 2013 which was filed with the Autorité des Marchés Financiers on 03 April 2014 under the number D (the 2013 Annual Report ) except for the third paragraph of the section Statement by the person responsible for the Registration Document on page 272 and for the other information incorporated by reference on page 273; and (5) the terms and conditions of the notes contained in the base prospectus of the Issuer dated 25 October 2010 (the 2010 EMTN Conditions ), the terms and conditions of the notes contained in the base prospectus of the Issuer dated 17 November 2011 (the 2011 EMTN Conditions ) and the terms and conditions of the notes contained in the base prospectus of the Issuer dated 30 November 2012 (the 2012 EMTN Conditions and together with, the 2010 EMTN Conditions and the 2011 EMTN Conditions, the EMTN Previous Conditions ); The French language version of the 2010 Document de Référence which is incorporated by reference in the 2011 Annual Report and in the 2012 Annual Report is not incorporated in this Base Prospectus, and the French language version of the 2009 Document de Référence which is incorporated by reference in the 2011 Annual Report is not incorporated in this Base Prospectus. Free English language translations of the documents incorporated by reference in this Base Prospectus listed in paragraphs (1), (2), (3) and (4) are available, for information purpose only, on the Issuer's website. Such documents shall be deemed to be incorporated in, and form part of this Base Prospectus, save that any statement contained in a document which is deemed to be incorporated by reference herein shall be deemed to be modified or superseded for the purpose of this Base Prospectus to the extent that a statement contained herein modifies or supersedes such earlier statement (whether expressly, 17

18 by implication or otherwise). Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Base Prospectus. This Base Prospectus and copies of documents incorporated by reference in this Base Prospectus will be published on, and may be obtained from the websites of: (i) the Issuer, at the following addresses: and (ii) the website of the Luxembourg Stock Exchange ( This Base Prospectus is available during usual business hours on any weekday (Saturdays and public holidays excepted), for inspection at the office of the Fiscal Agent or each of the Paying Agents. The information incorporated by reference that is not included in the cross-reference list, is considered as additional information and is not required by the relevant schedules of the Commission Regulation (EC) 809/2004, as amended. Annex 9 of the European Regulation 809/2004/EC of 29 April Annual Report 2012 Annual Report Interim report First half Annual Report 2. Statutory Auditors 2.1 Names and addresses of the Issuer s auditors for the period covered by the historical financial information N/A Page 213 N/A Page Information about the Issuer Any recent events particular to the issuer and which are to a material extent relevant to the evaluation of the issuer s solvency N/A Pages 30 and 31 N/A Page Organisational Structure 6.1 If the issuer is part of a group, a brief description of the group and of the issuer's position within it N/A Pages 25 to 29 N/A Pages 14, 25 and Trend Information 7.1 Include a statement that there has been no material adverse change in the prospect of the issuer since the date of its last published audited financial statements. (1) In the event that the issuer is unable to make such a statement, provide details of this material adverse change. N/A Pages 6 to 14, 30 and 31 N/A Pages 4 to 13 and 27 18

19 9. Administrative, Management and Supervisory Bodies 9.1 Names, business addresses and functions in the Issuer and an indication of the principal activities performed by them outside the Issuer where these are significant with respect to that Issuer N/A Pages 186 to 212; Pages 215 to 220 N/A Pages 188 to 216; Pages 219 to Administrative, Management, and Supervisory bodies conflicts of interest N/A Page 212 N/A Page Major Shareholders 10.1 To the extent known to the issuer, state whether the issuer is directly or indirectly owned or controlled and by whom, and describe the nature of such control, and describe the measures in place to ensure that such control is not abused 11. Financial Information Concerning the Issuer s Assets and Liabilities, Financial Position and Profits N/A Pages 31 to 41 and 212 N/A Pages 28 to 36 and Historical Financial Information Pages 2; 4 to 14 Consolidated Income Statement Page 69 Page 71 Page 15 Page 71 Consolidated Statement of Comprehensive Income Page 70 Page 72 Page 16 Page 72 Consolidated Balance Sheet Page 71 Page 73 Page 17 Page 73 Consolidated Statement of Cash Flows Pages 72 and 73 Consolidated Statement of Changes in Equity Pages 74 and 75 Page 74 Page 18 Page 74 Pages 76 and 77 Page 19 Pages 76 and 77 Notes to the Consolidated Financial Statements Pages 76 to 151 Pages 78 to 154 Pages 20 to 39 Pages 78 to Statutory Auditors report on the consolidated financial statements Page 68 Page 70 Pages 41 to 42 Page Legal and Arbitration Proceedings N/A Pages 44 to 45 and Material Contracts N/A Pages 29 and 30 Pages 22, 23 and 35 N/A Pages 40 to 41 and 149 Pages 26 and 27 (1) The statement required in Item 7.1 is included in the General Information section of the Base Prospectus on page 98. Non-incorporated parts of the 2011 Annual Report, the 2012 Annual Report, the Interim Report First Half 2013 and the 2013 Annual Report are not relevant for the investors. 19

20 The EMTN Previous Conditions are incorporated by reference in this Base Prospectus for the purpose only of further issues of notes to be assimilated (assimilées) and form a single series with Notes already issued with the relevant EMTN Previous Conditions. EMTN Previous Conditions 2010 EMTN Conditions Pages 37 to EMTN Conditions Pages 36 to EMTN Conditions Pages 22 to 51 Non-incorporated parts of the base prospectuses of the Issuer dated 25 October 2010, 17 November 2011 and 30 November 2012 are not relevant for the investors. 20