SECOND SUPPLEMENT DATED 06 September 2017 TO THE BASE PROSPECTUS DATED 16 DECEMBER 2016 RALLYE. (A French société anonyme)

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1 SECOND SUPPLEMENT DATED 06 September 2017 TO THE BASE PROSPECTUS DATED 16 DECEMBER 2016 RALLYE (A French société anonyme) Euro 4,000,000,000 Euro Medium Term Note Programme Due from one month from the date of original issue This supplement dated 06 September 2017 (the Second Supplement ) is supplemental to, and must be read in conjunction with the Base Prospectus dated 16 December 2016 (the Base Prospectus ) which was approved by the Commission de Surveillance du Secteur Financier (the CSSF ) prepared in relation to the EUR 4,000,000,000 Euro Medium Term Note Programme Due from one month from the date of original issue of Rallye (the Issuer or Rallye ) and the First Supplement dated 20 April On 16 December 2016, the Commission de Surveillance du Secteur Financier (the CSSF ) approved the Base Prospectus as a base prospectus for the purposes of article 13 of Directive 2003/71/EC (the Prospectus Directive ) and article 7 of the Luxembourg Law on prospectuses for securities dated 10 July 2005 (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) incorporate by reference the English language version of the 2017 Interim Report (the 2017 IR ), (ii) the French language version of the notice of the Issuer entitled Indicateurs non-gaap (the APM Guidelines ), (iii) update the section Recent Developments and General Information on pages 65 et seq. and 86 et 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 on prospectuses for securities. 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 Base Prospectus dated 16 December 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, 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 Luxemburg stock exchange ( 1

2 TABLE OF CONTENTS Page DOCUMENTS INCORPORATED BY REFERENCE... 3 RECENT DEVELOPMENTS OF THE ISSUER... 8 GENERAL INFORMATION

3 DOCUMENTS INCORPORATED BY REFERENCE The section entitled Documents Incorporated by Reference on pages 13 et seq. of the Base Prospectus shall be replaced by the following: The Base Prospectus should be read and construed in conjunction with the following documents all of which are incorporated by reference in the Base Prospectus and which the Issuer has filed with the Commission de surveillance du secteur financier: (1) the terms and conditions of the Notes contained in the base prospectus of Rallye dated 14 December 2011 (the EMTN 2011 Conditions ), in the base prospectus of Rallye dated 17 December 2012 (the EMTN 2012 Conditions ), in the base prospectus of Rallye dated 18 December 2013 (the EMTN 2013 Conditions ) in the base prospectus of Rallye dated 12 December 2014 (the EMTN 2014 Conditions ) and in the base prospectus of Rallye dated 18 December 2015 (the EMTN 2015 Conditions ); (2) the annual report of the Issuer for the year ended 31 December 2014 in English language (the 2014 AR ) except for declaration included on page 209 entitled declaration by the person responsible for the registration document and the annual financial report ; (3) the annual report of the Issuer for the year ended 31 December 2015 in English language (the 2015 AR ) except for declaration included on page 220 entitled declaration by the person responsible for the registration document and the annual financial report ; (4) the interim financial report as of 30 June 2016 in English language (the 2016 IR ) except for declaration included on page 2 entitled statement by the person in charge of the interim financial report ; (5) the annual report of the Issuer for the year ended 31 December 2016 in French language (the 2016 AR ) except for the declaration included on page 251 entitled declaration by the person responsible for the registration document and the annual financial report ; (6) the interim financial report as of 30 June 2017 in English language (the 2017 IR ) except for declaration included on page 2 entitled statement by the person in charge of the interim financial report ; and (7) the French language version of the notice of the Issuer entitled Indicateurs non-gaap (the APM Guidelines ) related to the the Alternative Performance Measures in the meaning of the ESMA Guidelines dated 5 October The declarations mentioned in (2), (3), (4), (5) and (6) above and excluded from the documents incorporated by reference are not relevant for investors. Such documents shall be deemed to be incorporated by reference 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, 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 (i) the website of the Issuer ( and (ii) the website of the Luxembourg Stock Exchange ( For the purposes of the Prospectus Directive, information can be found in such documents incorporated by reference of this Base Prospectus in accordance with the following cross-reference tables: 3

4 Annex IX Item No. Wholesale Debt 3 Risk Factors Prominent disclosure of risk factors that may affect the issuer s ability to fulfil its obligations under the securities to investors in a section headed Risk Factors. Pages 31 to 36 of the 2016 AR 4 Information about the Issuer 4.1 History and development of the Issuer the legal and commercial name of the issuer; Page 244 of the 2016 AR the place of registration of the issuer and its registration number; Page 244 of the 2016 AR the date of incorporation and the length of life of the issuer, except where indefinite; the domicile and legal form of the issuer, the legislation under which the issuer operates, its country of incorporation, and the address and telephone number of its registered office (or principal place of business if different from its registered office); Page 244 of the 2016 AR Cover Page & Page 244 of the 2016 AR 5 Business Overview 5.1 Principal activities: A brief description of the issuer s principal activities stating the main categories of products sold and/or services performed. Page 10 of the 2016 AR 6 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. 9 Administrative, Management and Supervisory Bodies 9.1 Names, business addresses and functions in the issuer of the following persons, and an indication of the principal activities performed by them outside the issuer where these are significant with respect to that issuer: (a) members of the administrative, management or supervisory bodies; 9.2 Administrative, Management, and Supervisory bodies conflicts of interests Potential conflicts of interests between any duties to the issuing entity of the persons referred to in item 9.1 and their private interests and or other duties must be clearly stated. In the event that there are no such conflicts, a statement to that effect. 10 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. Pages 4, 27 of the 2016 AR Pages 54 to 72 of the 2016 AR Pages 76 & 77 of the 2016 AR Pages 22, 27, 28 & 29 of the 2016 AR 4

5 Annex IX Item No. Wholesale Debt 11 Financial Information concerning the Issuer s Assets and Liabilities, Financial Position and Profits and Losses 11.1 Historical Financial Information Audited historical financial information covering the latest 2 financial years Consolidated financial statements of the Issuer for the financial year ended 31 December 2015: (i) Consolidated balance sheet Pages 92 & 93 of the 2015 AR (ii) Consolidated income statement (iii) Consolidated statement of comprehensive income; Consolidated statement of cash flow and Statement of change in consolidated shareholders equity (iv) Accounting policies and explanatory notes Page 90 of the 2015 AR Pages 91, 94 to 95 of the 2015 AR Pages 96 to 172 of the 2015 AR 11.3 (v) Audit report Pages 173 & 174 of the 2015 AR Consolidated financial statements of the Issuer for the financial year ended 31 December 2016: (i) Consolidated balance sheet Pages 94 & 95 of the 2016 AR (ii) Consolidated income statement (iii) Consolidated statement of comprehensive income; Consolidated statement of cash flow and Statement of change in consolidated shareholders equity (iv) Accounting policies and explanatory notes Page 92 of the 2016 AR Pages 93, 96 to 97 of the 2016 AR Pages 98 to 181 of the 2016 AR 11.3 (v) Audit report Pages 182 & 183 of the 2016 AR 11.5 Legal and arbitration proceedings Information on any governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which the issuer 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 issuer and/or group's financial position or profitability, or provide an appropriate negative statement. Pages 34, 35, & 174 of the 2016 AR 5

6 Annex IX Item No. Wholesale Debt 12 Material Contracts A brief summary of all material contracts that are not entered into in the ordinary course of the issuer's business, which could result in any group member being under an obligation or entitlement that is material to the issuer s ability to meet its obligation to security holders in respect of the securities being issued. Page 29 of the 2016 AR Information incorporated by reference 2017 IR Interim Management Report Pages 3 to 12 Half-Year Consolidated Financial Statements Pages 13 to 37 Consolidated income statements: Consolidated statement of comprehensive income: Consolidated statement of financial position: Consolidated statement of cash flow: Statement of change in consolidated shareholders equity: Notes to the Interim Consolidated Financial Statements: Page 13 Page 14 Page 15 Page 16 Page 17 Pages 18 to 37 Statutory Auditors Review Report on the Interim Financial Information for the First Half of 2017: Page 38 Information incorporated by reference Non-Gaap Indicators All pages 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 no. 809/2004, as amended. 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 EMTN 2011 Conditions EMTN 2012 Conditions EMTN 2013 Conditions EMTN 2014 Conditions Pages 23 to 59 of the base prospectus of Rallye dated 14 December 2011 Pages 22 to 56 of the base prospectus of Rallye dated 17 December 2012 Pages 23 to 57 of the base prospectus of Rallye dated 18 December 2013 Pages 24 to 58 of the base prospectus of Rallye dated 14 December

7 EMTN 2015 Conditions Pages 25 to 60 of the base prospectus of Rallye dated 18 December 2015 The non-incorporated parts (which, for the avoidance of doubt, means any parts not listed in the crossreference list above) shall not form a part of this Base Prospectus and are not relevant for the investors. 7

8 RECENT DEVELOPMENTS OF THE ISSUER The section Recent Developments pages 65 and seq. of the Base Prospectus is completed by the insertion of the following press releases. Any websites included in the Supplement are for information purposes only and do not form part of the Supplement. For Rallye : Paris, May 16, 2017 RALLYE Success of the 350m Bond Issue, with a maturity above five years and a yield at 4.375% Rallye has successfully issued a EUR 350m bond maturing January 2023 with a 4.375% coupon. The transaction has been significantly oversubscribed by a diversified investor base, with an order book in excess of EUR 2.6bn on final terms. The purpose of this transaction is to refinance the October 2018 bond, with a yield of 4.375% in line with yield of the refinanced bond. Through this transaction Rallye has lengthened its maturity profile. BNP Paribas, HSBC, ING, Natixis, Natwest Markets, SG CIB, and UBS Investment Bank acted as joint-bookrunners. For more information, please consult the company s website: Rallye contact: Franck HATTAB + 33 (0)

9 Paris, June 7, 2017 RALLYE Dividend reinvestment option in shares results A dividend of 1.40 per share was decided at the Annual Shareholders' Meeting of May 10, Shareholders were given the option to be paid in shares. Subscription price was 16.67, thus 90% of the average opening share price during the twenty trading days preceding the 10 of May less the dividend. 77.8% of the rights have been exercised in favour of the payment in shares. The result of the dividend reinvestment option allows Rallye to increase its shareholders equity by 53.1 million with the issuance of new shares (6.5% of its share capital), which will be delivered and admitted for trading on Euronext Paris on June 9, These new shares will be immediately assimilated with existing shares. The cash dividend, which amounts to a total of 15.3 million, will be paid on June 9,

10 Paris, July 27, 2017 RALLYE 2017 first-half results Refinancing of the October 2018 bond at an equivalent yield with a 350m bond issue maturing in 2023, which has been significantly oversubscribed 1 Enhancement of Rallye s shareholders equity by 53m, following the success of the payment of a scrip dividend At Casino level: good results in H and profitability objectives revised up; - Casino trading profit: o 466m vs 281m in H o 336m vs 211m in H excluding tax credit in Brazil - In France, trading profit of 121m vs 85m in H1 2016, of which 83m for food retail activities compared with 36m in H Cash flow from continuing operations of 582m vs 390m in H CAPEX from continuing operations of 452m vs 506 m in H FY objectives revised up: growth in consolidated trading profit of at least 20%, at June 30, 2017 exchange rates. The consolidated financial statements for the first-half of 2017, established by the Board of Directors on July 26, 2017, were reviewed by the Statutory Auditors. H KEY P&L DATA In m H restated H Net Sales 17,302 18,974 EBITDA EBITDA margin 3.4% 4.3% Trading profit Trading profit margin 1.6% 2.4% Net income from continuing operations, Group Share (186) (127) Net income, Group Share 1,223 (131) Net underlying income 3 from continuing operations, Group Share (61) (64) 1 Following the end-2016 decision to sell Via Varejo (including Cnova Brazil) and in accordance with IFR "Non current Assets Held for Sale and Discontinued Operations", the income statement for the six months ended 30 June 2016 has been restated to present Via Varejo's net after-tax profit on a separate line ("Net profit from discontinued operations"). 2 EBITDA = trading profit + current depreciation and amortization expense 3 Definition on page 5 NB: Organic and same-store changes exclude fuel and calendar effects 10

11 Rallye consolidated net sales amounted to 19.0bn, up +9.7%. Trading profit reached 456m and surged by +68% over the semester. Rallye s holding perimeter net financial debt stood at 2,894m as at June 30, 2017 compared to 2,933m as of June 30, Rallye s net underlying income from continuing operations, Group Share, stood at - 64m as at June 30, Rallye issued a new bond maturing in January 2023 to refinance the October 2018 bond at an equivalent yield (4.375%). As of June 30, 2017, Rallye has a strong liquidity position with 1.8bn of confirmed and undrawn credit lines. 1. SUBSIDIARIES ACTIVITY Casino In H1 2017, consolidated net sales rose +3.1% on an organic basis to 18.6bn. In France, growth stood at +0.1% on an organic basis and +0.9% on a same-store basis, with a good performance in food retail, up +1.9% in the first half. The qualitative and urban banners delivered very good performances. Monoprix, Casino Supermarkets and Franprix saw the pace of same-store sales accelerate over the period. Same-store sales at franchises in the convenience segment rose sharply. The Leader Price and Géant banners continued to see a progressive improvement in their same-store growth. In E-commerce (Cdiscount), gross merchandise volume (GMV) advanced by +10.5% on a samestore basis 4 in H1 2017, supported by the marketplace's good performance (share of 33.4% of GMV in H1 2017). Food retail sales in Latin America rose by +7.1% on an organic basis during the semester, led by the sound development of cash & carry, the success of hypermarket revitalisation programmes in Brazil and growth in overall sales at Éxito. Consolidated trading profit totalled 466m in H versus 281m in H1 2016, reflecting the success of the various banners in France and the recovery in Brazil. In France, trading profit amounted to 121m, up +42.9% compared with H ( 85m). Margin widened by +39bps. Property development trading profit declined over the period whereas retail trading profit (excluding property development) grew significantly to stand at 83m (versus 36m in H1 2016). This rapid growth reflected a strong operating performance at Monoprix and Franprix and improved results at Casino Supermarkets, Géant and Leader Price. The E-commerce segment trading profit was negative at - 19m in H1 2017, reflecting the investments carried out under the strategic plan (larger assortment, improved multi-channel strategy and technological upgrade of website). The trading profit of food retail operations in Latin America amounted to 364m, including the tax credits booked by GPA 5. Adjusted for these items, trading profit was up +71.7% at current exchange 4 Same-store data have been adjusted for i) the sale or closure in 2016 of specialised sites Comptoir des Parfums, Comptoir Santé and MonCornerDéco, ii) the planned reduction of B2B sales initiated in Q3 2016, iii) the restatement of sales for the TV category, where growth was held back by the combined effect in 2016 of the switch to all-hd TV and the Euro 2016 football championship in France (impact of 1.7 pts and 2.3 pts on GMV and sales, respectively), iv) the restatement of the calendar impact related to the summer 2017 sales, which started one week later than in 2016 (impact of 1.0 pts and 0.9 pts on growth in GMV and sales, respectively), v) from the perspective of Cnova, sales generated by Cdiscount with the Casino Group's hypermarket and supermarket customers in France, following the multi-channel agreement in effect in June 2017, and vi) the impact of the 2016 leap year. 5 Including tax credits of 70m in H relating to the cumulative PIS and COFINS (VAT) taxes and of 130m in H relating to the ICMS-ST ("tax substitution") tax. 11

12 rate and +47.8% at constant exchange rate, thanks to the sharp improvement in margins at Multivarejo and Assaí in Brazil. Underlying net profit from continuing operations 6, Group share represented + 48m in H versus + 56m in H Casino consolidated net financial debt at June, stood at 5,594m (vs 6,343m at June 30, 2016), a decrease of -11.8%. Net financial debt of Casino in France 7 amounted to 4,314m at June30, 2017 compared with 4,027m at June 30, This evolution was mainly related to one-off financial operations (tender offer on Cnova free-float and partial unwinding of a Total Return Swap). The cash-flow from continuing operations increased to 582m versus 390m in H CAPEX from continuing operations decreased to reach 452m versus 506m in H Groupe GO Sport Groupe GO Sport business volume over 470m in H1 2017, up strongly (by nearly 6%). Net sales of 373m, up by +7.0% and by +2.3% on a same-store basis and at constant exchange rates (despite a high basis of comparison in H with the Euro 2016 event). GO Sport France adopted a new positioning of the banner ( your sport experience coach ) supported by more frequent advertising campaigns and translated in stores. Both the rationalization of the integrated network and subsequent development of the affiliated network are under way. Courir s growth remains buoyant through the strong growth of all distribution channels (integrated, affiliated, discount) and sharp acceleration of e-commerce. Sixth consecutive semester of sales growth at GO Sport Pologne. The operational excellence program is proving successful and banners digitalization is moving faster (communication on the Internet and mobile, social networks). Consolidated EBITDA and trading profit are up versus H for the sixth consecutive semester. 2. CONCLUSION AND PERSPECTIVES In light of its H good results, Casino revises its guidance for the growth in consolidated trading profit up to at least 20%, based on June 30, 2017 closing exchange rates. In France, Casino now aims to achieve above 15% growth in food retail trading profit and forecasts a contribution from its property development activities of around 60m. Rallye benefits from a strong liquidity position, with 1.8bn of confirmed and undrawn credit lines. The average maturity of these lines is 4 years. The main redemption of October 2018 has been refinanced. With 78% of the rights exercised in favour of the payment in shares, Rallye increased its shareholders equity by 53m and comfort its positive recurring cash-flow equation. Rallye reiterates its strategy to maximize its assets value and confirms the strength of its financial structure, especially by maintaining a positive recurring cash-flow equation 6 Definition on page 5 7 Scope: The Casino Guichard Perrachon parent company, French businesses and wholly-owned holding companies 12

13 For more information, please consult the company s website: Rallye contact: Franck HATTAB + 33 (0) Disclaimer This press release was prepared solely for information purposes and should not be construed as a solicitation or an offer to buy or sell securities or related financial instruments. Similarly, it does not give and should not be treated as giving investment advice. It has no connection with the investment objectives, financial situation or specific needs of any recipient. No representation or warranty, either express or implicit, is provided in relation to the accuracy, completeness or reliability of the information contained herein. It should not be regarded by recipients as a substitute for exercise of their own judgement. All opinions expressed herein are subject to change without notice. 13

14 APPENDICES RALLYE H RESULTS (CONSOLIDATED DATA) in m H (2) Restated H Net Sales 17,302 18,974 EBITDA (1) Trading profit Other operational income and expenses (416) (278) Cost of net financial debt (187) (246) Other financial income and expenses 0 (39) Profit (loss) before tax (332) (106) Income tax expense Income from associated companies 13 3 Net profit (loss) from continuing operations (289) (80) Net profit (loss) from continuing operations, Group share (186) (127) Net income from discontinued operations 2,713 (14) Net income 2,424 (94) Net underlying income, Group share (61) (64) (1) EBITDA = trading profit + current depreciation and amortization expense (2) Following the end-2016 decision to sell Via Varejo (including Cnova Brazil) and in accordance with IFR "Non current Assets Held for Sale and Discontinued Operations", the income statement for the six months ended June 30, 2016 has been restated to +present Via Varejo's net after-tax profit on a separate line ("Net profit from discontinued operations"). RALLYE SIMPLIFIED H BALANCE SHEET (CONSOLIDATED DATA) In m 12/31/2017 H Non-current assets 24,790 24,069 Current assets 18,876 15,377 TOTAL ASSETS 43,666 39,446 Equity 12,631 11,627 Non-current financial liabilities 10,064 10,464 Other non-current liabilities 2,716 2,288 Current liabilities 18,254 15,067 TOTAL EQUITY AND LIABILITIES 43,666 39,446 14

15 RECONCILIATION OF REPORTED PROFIT TO UNDERLYING PROFIT Underlying net profit corresponds to net profit from continuing operations adjusted for (i) the impact of other operating income and expense, as defined in the Significant Accounting Policies Section of the notes to the annual consolidated financial statements, (ii) and to non-recurring financial items and (iii) non-recurring tax credits and expenses. Non-recurring financial items result from restatements correspond to change in fair value of equity derivatives (for example, Total Return Swap (TRS) and Forward on GPA share) and the monetary update effects of Brazilian tax liabilities. Non-recurring income tax credits and expenses correspond to tax effects that are directly related to the above adjustments and to direct non-recurring tax effects. Accordingly, the tax expense applied to underlying pre-tax profit corresponds to the standardised average tax expense for the Group. In m H Restated H Restated H H items Underlying items Underlying Trading profit Other operating income and expenses (416) (277) Operating profit (145) Cost of net financial debt (187) - (187) (246) - (246) Other financial income and expenses 0 (42) (42) (39) (23) (62) Income tax expenses 29 (68) (39) 23 (80) (57) Incomme from associated companies Net profit (loss) from continuing (289) (80) operations Of which minority interests (1) (103) Of which Group share (186) 125 (61) (127) 63 (64) (1) Minority interests have been restated for the amounts relating to the restated items listed above. 15

16 For Casino : Paris, May 30, 2017 CASINO : SUCCESSFUL FIRST STEP OF A BOND EXCHANGE OFFER Casino launched today a two-step bond exchange offer. Casino successfully issued a 5-year 550m bond. This bond will carry a coupon of 1.865%, the lowest coupon ever for the Group. It has been more than 4 times oversubscribed by a diversified international investor base. Along with this transaction, Casino has also launched today a tender offer on its bonds maturing in November 2018, August 2019 and March The offer results will be released on June 7th Proceeds from the bond issuance will finance the bond buyback and will further strengthen the Group s liquidity. This exchange offer smoothes the Group s bond redemptions and extends the average maturity of Casino s bond debt. Casino is rated BB+ stable by Standard & Poor s and Fitch Ratings. Bank of America Merrill Lynch, BNP Paribas, Citigroup, Crédit Agricole Corporate and Investment Bank, Deutsche Bank, Mitsubishi UFJ Securities International, NatWest Markets et UBS Investment Bank act as joint bookrunners. Disclaimer ANALYST AND INVESTOR CONTACTS Régine Gaggioli Tel: +33 (0) rgaggioli@groupe-casino.fr or +33 (0) IR_Casino@groupe-casino.fr PRESS CONTACTS Casino Group Tel.: +33 (0) Directiondelacommunication@groupe-casino.fr Stéphanie Abadie, Press relations manager Tel.: + 33 (0) sabadie@groupe-casino.fr AGENCE IMAGE SEPT Simon Zaks Tel: +33 (0) szaks@image7.fr Karine Allouis Tel: + 33 (0) kallouis@image7.fr This press release was prepared solely for information purposes and should not be construed as a solicitation or an offer to buy or sell securities or related financial instruments. Similarly, it does not give and should not be treated as giving investment advice. It has no connection with the investment objectives, financial situation or specific needs of any recipient. No representation or warranty, either express or implicit, is provided in relation to the accuracy, completeness or reliability of the information contained herein. It should not be regarded by recipients as a substitute for exercise of their own judgement. All opinions expressed herein are subject to change without notice. This document contains certain forward-looking statements. This information is not historical data and should not be interpreted as guarantees of the future occurrence of such facts and data. These statements are based on data, assumptions and estimates that the Group believes are reasonable. The Group operates in a competitive and rapidly changing environment. It is therefore not in a position to predict all of the risks, uncertainties or other factors that may affect its business, their potential impact on its business, or the extent to which the occurrence of a risk or a combination of risks could have results that are significantly different from those included in any forward-looking statement. The forward-looking statements contained in this press release are made only as of the date hereof. Except as required by any applicable law, rules or regulations, the Group expressly disclaims any obligation or undertaking to publicly release any updates of any forward looking statements contained in this press release to reflect any change in its expectations or any change in events, conditions or circumstances on which any forward-looking statement contained in this press release is based. 16

17 Paris, June 7, 2017 CASINO : SUCCESSFUL BOND EXCHANGE OFFER After the successful issuance of a new 550m bond on May 30 th 2017, Casino announces today the results of its tender offer, launched at the same time and closed on June 6 th Following this offer, Casino buys back respectively 153m, 153m and 60m of the bonds maturing in November 2018, August 2019 and March 2020, implying a total reduction in the notional amount of these bonds of 366m. Taking into account the difference between the purchase price and par, the total cash-out stands at 400m. The bonds tendered in this transaction will be cancelled on June 13 th Following this transaction, the outstanding amount of these three bonds will be reduced at 355m for the November 2018 bond, 697m for the August 2019 bond and 540m for the March 2020 bond. This buyback, in connection with the new 550m 5-year bond issued on May 30 th 2017, smoothes the Group s bond redemptions and extends the average maturity of Casino s bond debt from 4.8 years to 5.0 years as of today. This transaction has no material impact on the Group s financial expenses. Casino is rated BB+ stable by Standard & Poor s and Fitch Ratings. Bank of America Merrill Lynch, BNP Paribas, Citigroup, Crédit Agricole Corporate and Investment Bank, Deutsche Bank, Mitsubishi UFJ Securities International, NatWest Markets and UBS Investment Bank acted as joint bookrunners. Disclaimer ANALYST AND INVESTOR CONTACTS Régine Gaggioli Tel: +33 (0) rgaggioli@groupe-casino.fr or +33 (0) IR_Casino@groupe-casino.fr PRESS CONTACTS Casino Group Tel.: +33 (0) Directiondelacommunication@groupe-casino.fr Stéphanie Abadie, Press relations manager Tel.: + 33 (0) sabadie@groupe-casino.fr AGENCE IMAGE SEPT Simon Zaks Tel: +33 (0) szaks@image7.fr Karine Allouis Tel: + 33 (0) kallouis@image7.fr This press release was prepared solely for information purposes and should not be construed as a solicitation or an offer to buy or sell securities or related financial instruments. Similarly, it does not give and should not be treated as giving investment advice. It has no connection with the investment objectives, financial situation or specific needs of any recipient. No representation or warranty, either express or implicit, is provided in relation to the accuracy, completeness or reliability of the information contained herein. It should not be regarded by recipients as a substitute for exercise of their own judgement. All opinions expressed herein are subject to change without notice. This document contains certain forward-looking statements. This information is not historical data and should not be interpreted as guarantees of the future occurrence of such facts and data. These statements are based on data, assumptions and estimates that the Group believes are reasonable. The Group operates in a competitive and rapidly changing environment. It is therefore not in a position to predict all of the risks, uncertainties or other factors that may affect its business, their potential impact on its business, or the extent to which the occurrence of a risk or a combination of risks could have results that are significantly different from those included in any forward-looking statement. The forward-looking statements contained in this press release are made only as of the date hereof. Except as required by any applicable law, rules or regulations, the Group expressly disclaims any obligation or undertaking to publicly release any updates of any forward looking statements contained in this press release to reflect any change in its expectations or any change in events, conditions or circumstances on which any forward-looking statement contained in this press release is based. 17

18 Paris, July 13, 2017 Q SALES Total Group sales up +7.9% (+8.1% incl. VAT) and up +3.0% on a same-store basis (+3.3% incl. VAT) In France, same-store sales up +1.8% (+2.0% incl. VAT) of which +2.9% in food retail In Brazil, GPA Food sales up +9.1% on an organic basis and up +5.9% on a same-store basis In France, growth in same-store sales represented +1.8% (of which +2.9% in food retail) and +2.0% incl. VAT, led notably by the qualitative and urban banners (Casino Supermarchés, Franprix and Monoprix): - Monoprix: acceleration in same-store sales, up +3.6%, and customer traffic up +3.5% - Casino Supermarchés: same-store sales up +3.2% versus +1.9% in Q Franprix: same-store sales up +3.2%, return to positive organic growth of +2.6% and traffic up +6.4% - Convenience: same-store sales up +2.7% of which +6.8% for franchises and -1.2% for integrated stores - Géant Casino: same-store sales up +0.8% in Q after a decrease of -1.9% in Q1 2017, with +4.0% growth for food sales - Leader Price: continued improvement in same-store sales, up +0.5% following +0.2% growth in Q1 E-commerce (France): gross merchandise volume (GMV) at Cdiscount up +11.5% on a same-store basis (1), with +11.6% growth in traffic and an expanding market share (1) In Latin America, total sales up +17.7% as reported and up +6.4% on an organic basis in a context of decelerating inflation (excluding Argentina) and lower foreign currency appreciation against the euro versus Q1: - GPA Food: total sales incl. VAT amounted to 3,280 million, up +23.2% and up +9.9% on an organic basis. Organic growth in sales excl. VAT came to +9.1%, of which +5.9% on a same-store basis - Exito (excluding Brazil): further growth in total sales SALES TRENDS BY SECTOR Q1 2017/Q change Q2 2017/Q change In m Data excl. VAT Q Total growth Organic growth Same-store growth Q Total growth Organic growth Same-store growth France Retail 4, % -0.5% +0.2% 4, % +0.8% +1.8% Cdiscount % +2.8% +4.0% % +5.6% +6.7% Latam Retail 4, % +7.7% +4.6% 4, % +6.4% +3.7% TOTAL GROUP 9, % +3.1% +2.5% 9, % +3.3% +3.0% 18

19 Following the end-2016 decision to sell Via Varejo (including Cnova Brazil) and in accordance with IFRS 5, Via Varejo (including Cnova Brazil) has been reclassified under discontinued operations and is no longer included in the Group's consolidated sales from continuing operations in 2016 and In Q2 2017, sales totalled 9.3 billion ( 10.3 bn incl. VAT), up +7.9% (+8.1% incl. VAT), reflecting organic growth of +3.3% (+3.7% incl. VAT), a positive currency effect of +4.3% (versus +10.1% in Q1) and a fuel effect of +0.1%. The calendar effect was -0.1% over the quarter. NB: - Data including tax are estimated based on amounts paid at in-store checkouts - Organic and same-store changes exclude fuel and calendar effects (1) See page 3 of the press release France Retail Data excl. VAT Q1 2017/Q change Q2 2017/Q change BY BANNER Q Total growth Organic growth (1) Same-store growth (1) Q Total growth Organic growth (1) Same-store growth (1) Monoprix 1, % +2.4% +2.1% 1, % +3.9% +3.6% Casino Supermarchés % +4.1% +1.9% % +2.3% +3.2% Franprix % -0.3% +1.4% % +2.6% +3.2% Convenience & Other (2) % -5.6% -3.3% % -3.3% -1.6% o/w Convenience % -5.3% -4.0% % -2.8% -1.2% Hypermarkets (3) 1, % -2.6% -1.9% 1, % +0.5% +0.4% o/w Géant Casino 1, % -2.1% -1.9% 1, % +0.8% +0.8% Leader Price % -2.7% +0.2% % -3.3% +0.5% FRANCE RETAIL 4, % -0.5% +0.2% 4, % +0.8% +1.8% In France, sales incl. VAT totalled 5,264 million in Q2 2017, up +2.0% on a same-store basis. Excl. VAT, sales amounted to 4,757 million, representing growth of +1.8% on a same-store basis, of which +2.9% in food retail. Traffic at urban banners, which is rising steadily, contributed to an increase in the number of customers visiting the Group's banners during the quarter. Same-store sales at Monoprix continued to accelerate, with growth of +3.6% versus +2.1% in Q1, making Q2 the banner's best quarter since Traffic was up +3.5%. This performance reflected renewed momentum, in particular relating to the new loyalty card (with the number of new members up two-fold since its launch) and extended hours at certain stores. Online sales saw double-digit growth, both overall and in food retail, lifted by the banner's multi-channel strategy (one-hour delivery, book & collect and same-day delivery, for purchases made in-store or online). The banner now has a total of 291 click & collect points. Same-store sales at Casino Supermarchés grew by +3.2% in Q versus +1.9% in Q1 2017, led by an excellent performance in fresh thanks to the development of service counters and the stronger loyalty programme. The growth is greater than +4% over 2 years (+1.2% in Q2 2016). The banner now has a total of 173 click & collect points (of which 165 drives) and 111 stores offering to deliver groceries within three hours of payment at checkout. Market share gained +0.1 pt over the last 12 months according to the Kantar P06 survey. At Franprix, same-store sales continued the recovery initiated in Q1, with growth of +3.2% and traffic up +6.4% in Q % of the store network has now been renovated into the Mandarine concept. The return to growth in organic sales (+2.6%), for the first time in three years, marks the end of the network's 19

20 restructuring. In H1, the banner opened a total of 30 new stores. Thanks to its digital solutions (from express mobile ordering to digital payment), Franprix was named LSA's "2017 Cross-Channel Enterprise of the Year" ("Entreprise cross canal de l'année 2017"). (1) Excluding fuel and calendar effects (2) Other: mainly Vindémia and Cafeterias (3) Including Géant Casino and mainly the business of the four Codim stores in Corsica In Convenience, same-store sales growth improved sequentially to -1.2% from -4.0% in Q for integrated stores. For the store network as a whole, same-store growth was up +2.7%, including same-store growth of +6.8% for franchisees. The banner is finalizing the restructuring of its store network. It continued to update the offering at its integrated stores with the roll-out of its new Petit Casino concept. Furthermore, it continued to develop franchising during the quarter. The banners developed a portable payment system using tablets, allowing customers to bypass the checkout counter, and also installed ordering stations outside stores. Leader Price continued to gradually improve its level of same-store growth, which came to +0.5% in Q following +0.2% in Q and +0.1% in Q Customer traffic was stable. The banner began renovating its stores in line with the new concept (with 46 converted as of end-june). It now has 158 drives. Géant Casino saw a turnaround in same-store sales, which grew +0.8% in Q after -1.9% in Q1 2017, driven by a +4.0% increase in food sales in Q2 (versus +0.4% in Q1 2017). Over the first six months, the -1.1% decrease in store surface area helped to increase the sales/sq.m ratio by +0.6%, of which +2.3% in food retail. Géant gained +0.1 pt market share in the last Kantar P06 period. The banner now has 108 drives and is continuing to roll out its multi-channel strategy in close cooperation with Cdiscount. The E-commerce banner has become Géant's exclusive supplier of technical, household and garden products and will now be offering in-store pick-up within an hour for orders placed on its website. Cdiscount At Cdiscount, GMV amounted to 685 million in Q2 2017, up +7.4%. This amount includes the unfavourable - 2.3% impact of the later start of the summer sales and the slower growth reported for Q2 in the TV products due to the -1.5% effect of both the mandatory shift to all-hd television and the Euro 2016 football championship. Same-store growth (1) in GMV, excluding notably these two effects, stood at +11.5%. The marketplace's contribution to GMV continued to increase, representing 35.0% in Q2 2017, i.e., a +314 bp increase on the same period in Traffic rose by +11.6% to reach 208 million visits. According to Médiamétrie, the Cdiscount website saw the biggest increase among France's top five e-tailers in average number of unique visitors over the first five months of the year. Cdiscount's market share in technical goods (Hi-tech, Computers and Home Appliances) rose +151 bps in value and +229 bps in volume y-o-y, according to Gfk in May As part of the programme to enhance the multi-channel strategy, household and technical goods in the Cdiscount catalogue can now be purchased on the website and picked up immediately in-store, as described above. Cdiscount is continuing to take action around several axes: improving customer experience, increasing the number of items (marketplace and website), increasingly competitive prices and promotions, while optimising delivery conditions. Cdiscount provided a detailed report on its Q2 sales on 11 July

21 Key figures (2) Q Q Gross merchandise volume (GMV) (3) including tax Latam Retail Sales in Latin America (Exito and GPA Food) rose +6.4% on an organic basis and +3.7% on a same-store basis in a context of decelerating inflation (excluding Argentina) and lower foreign currency appreciation against the euro versus Q1. Exito (excluding GPA Food): further growth in total sales. Total growth Same-store growth (1) % +11.5% Traffic (visits in millions) % Mobile traffic share (%) 51.8% 59.5% +767 bps Active customers (4) (in millions) % Units sold (in millions) % Orders (5) (in millions) % (1) Same-store data have been adjusted for i) the sale or closure in 2016 of specialised sites Comptoir des Parfums, Comptoir Santé and MonCornerDéco, ii) the planned reduction of B2B sales initiated in Q3 2016, iii) the restatement of sales for the TV category, where growth was held back by the combined effect in 2016 of the switch to all- HD TV and the Euro 2016 football championship in France (impact of 1.5 pts and 1.8 pts on GMV and sales, respectively), iv) the restatement of the calendar impact related to the summer 2017 sales, which started one week later than in 2016 (impact of 2.3 pts and 2.0 pts on growth in GMV and sales, respectively) and v) In Cnova vision, sales generated by Cdiscount with the Casino Group's hypermarket and supermarket customers in France, following the multi-channel agreement in effect as from 19 June 2017 (2) Data have been adjusted for all periods to take into account: i) the business merger between Cnova Brazil and Via Varejo on 31 October 2016, ii) the sale or closure of Cdiscount's international websites and iii) the sale of the MonShowroom website. These activities are presented in discontinued operations (3) GMV (gross merchandise volume): business volume including tax, figures provided by the subsidiary (4) Active customers at 30 June who made at least one purchase on our website in the last 12 month. (5) Total number of orders placed before cancellation due to detection of fraud or the absence of customer payment At GPA Food, Q2 sales incl. VAT came to 3,280 million, representing growth of +23.2% as reported and +9.9% on an organic basis. Organic growth in sales excl. VAT came to +9.1%, of which +5.9% on a same-store basis. These performances were led by the ongoing recovery of the Extra hypermarkets and growth at the Assaí cash & carry stores: Multivarejo reported same-store growth of +1.6%. Total-store sales performance was adversely affected by the closure of stores to be converted into Assaí, and also due to the slowdown in inflation in food categories. Sales in Extra Hiper hypermarkets registered sustained comparable growth (+7.6% (1) ) driven by nonfood categories, led by new initiatives in various stores: store-in-store mobile, general merchandise/household appliances (assortment and shopping experience) and textile (model in synergy with Éxito). The performance of Supermarkets and Convenience was impacted by changes in consumer habits in light of the Brazilian economic scenario. At the end of the quarter, the My Discount program was launched, which consists of personalized promotions through a mobile app targeting some 12 million customers who are members of the loyalty programs of the banners, with a segmentation directly made by the manufacturer. Renovation of Pao de Açucar stores continued, with a goal of renovating 15 to 20 significant stores in the coming quarters. Assaí net sales continued to grow in Q2 2017, with a +29.2% growth in organic terms, same-store growth at +13.5% (vs +12.9% in Q1 2017). Growth in traffic and volumes was very strong, offsetting the effect of the slowdown in food inflation (from 5.2% in 1Q17 to 2.3% in 2Q17). Assaí already accounts for 40.1% of the total net sales of GPA Food, compared to 34.4% (1) in the prior year. The format continues to gain market share, around 400 bps compared to last year, in an expanding market segment. In the first six months, converted stores maintained their high sales multiple of nearly 2.5 times and profitability in line with that of the overall format and higher than before conversion. 21

22 Over the quarter, 3 stores were converted into the Assai format, and 11 are still in the process of conversion. In total, 16 stores will be converted in stores were open in Q2, of which 2 Minuto Pao de Açucar and 1 Assaí (another 4 are under construction). The number of Aliados Compre Bem affiliates reached 236 partners. GPA provided a detailed report on its Q2 sales on 12 July Exito will provide a detailed report on its Q2 sales on 15 August *** (1) Data as published by the company 22

23 APPENDICES Details and sales trends in Q Organic growth corresponds to growth at constant scope of consolidation and exchange rates, excluding fuel and calendar effects, unless otherwise mentioned. France Retail: breakdown and change in total gross sales under banners in Q ESTIMATED GROSS SALES UNDER BANNERS (in m, excluding fuel) Q Q Change (excluding calendar effects) Monoprix 1,082 1, % Casino Supermarchés % Franprix % Convenience & Other % o/w Convenience % Hypermarkets % Leader Price % FRANCE RETAIL 4,703 4, % Main changes in the scope of consolidation Disposal of operations in Asia in 2016 Reclassification of Via Varejo and Cnova Brazil as discontinued operations Full consolidation of Geimex at 31 October 2016 Exchange rates AVERAGE EXCHANGE RATES Q Q Currency effect Argentina (EUR/ARS) % Uruguay (EUR/UYP) % Colombia (EUR/COP) (x1,000) % Brazil (EUR/BRL) % 23

24 Store network at period end FRANCE 31 Dec March June 2017 Géant Casino Hypermarkets o/w French Affiliates International Affiliates Casino Supermarchés o/w French Franchised Affiliates International Franchised Affiliates Monoprix o/w Franchises/Affiliates Naturalia Naturalia franchises Franprix o/w Franchises Leader Price o/w Franchises Total Supermarkets and Discount 2,846 2,856 2,864 Convenience 6,065 5,506 5,502 Other businesses (Cafeterias, Drive, etc.) Indian Ocean TOTAL France 9,855 9,313 9,307 INTERNATIONAL 31 Dec March June 2017 ARGENTINA Libertad Hypermarkets Mini Libertad and Petit Libertad mini-supermarkets URUGUAY Géant Hypermarkets Disco Supermarkets Devoto Supermarkets Devoto Express mini-supermarkets BRAZIL 1,135 1,117 1,108 Extra Hypermarkets Pão de Açucar Supermarkets Extra Supermarkets Assaí (Cash & Carry): Mini Mercado Extra and Minuto Pão de Açucar minisupermarkets Drugstores Service stations COLOMBIA 1,873 1,899 1,823 Éxito Hypermarkets Éxito and Carulla Supermarkets Super Inter Supermarkets Surtimax (discount) 1,443 1,471 1,391 o/w Aliados 1,307 1,336 1,255 B2B (1) Exito Express and Carulla Express mini-supermarkets TOTAL International 3,114 3,124 3,042 (1) Previously included in the Surtimax line 24

25 ANALYST AND INVESTOR CONTACTS Régine Gaggioli Tel: +33 (0) or +33 (0) PRESS CONTACTS Casino Group Tel: +33 (0) Stéphanie Abadie, Press Relations Manager Tel: +33 (0) AGENCE IMAGE SEPT Simon Zaks Tel: +33 (0) Karine Allouis Tel: +33 (0) Disclaimer This press release was prepared solely for information purposes, and should not be construed as a solicitation or an offer to buy or sell securities or related financial instruments. Likewise, it does not provide and should not be treated as providing investment advice. It has no connection with the specific investment objectives, financial situation or needs of any receiver. No representation or warranty, either express or implied, is provided in relation to the accuracy, completeness or reliability of the information contained herein. It should not be regarded by recipients as a substitute for the exercise of their own judgement. All the opinions expressed herein are subject to change without notice. 25

26 Paris, July 26, 2017 SIGNING OF A FIVE-YEAR $750M CREDIT FACILITY Casino has signed today a 5-year confirmed credit facility for an amount of $750m (approx. 645m) with a group of 11 international banks: JPMorgan and NatWest (coordinating banks), Bank of America Merrill Lynch, Bank of Tokyo-Mitsubishi, Citigroup, Credit Suisse, Deutsche Bank, Goldman Sachs, HSBC, Itau BBA International and Rabobank. This credit line refinances the existing 5-year $1,000m facility signed in July In a context of increased liquidity following the disposals completed in 2016, Casino has decided to reduce the size of the facility at $750m. This transaction increases the average maturity of Casino s confirmed lines from 2.4 years to 3.4 years. Casino also benefits from two one-year extension options which remain subject to banks approvals. This transaction gives the Group access to competitive financial resources with large international banks. Disclaimer ANALYST AND INVESTOR CONTACTS Régine Gaggioli Tel: +33 (0) rgaggioli@groupe-casino.fr or +33 (0) IR_Casino@groupe-casino.fr PRESS CONTACTS Casino Group Tel.: +33 (0) Directiondelacommunication@groupe-casino.fr Stéphanie Abadie, Press relations manager Tel.: + 33 (0) sabadie@groupe-casino.fr AGENCE IMAGE SEPT Simon Zaks Tel: +33 (0) szaks@image7.fr Karine Allouis Tel: + 33 (0) kallouis@image7.fr This press release was prepared solely for information purposes and should not be construed as a solicitation or an offer to buy or sell securities or related financial instruments. Similarly, it does not give and should not be treated as giving investment advice. It has no connection with the investment objectives, financial situation or specific needs of any recipient. No representation or warranty, either express or implicit, is provided in relation to the accuracy, completeness or reliability of the information contained herein. It should not be regarded by recipients as a substitute for exercise of their own judgement. All opinions expressed herein are subject to change without notice. This document contains certain forward-looking statements. This information is not historical data and should not be interpreted as guarantees of the future occurrence of such facts and data. These statements are based on data, assumptions and estimates that the Group believes are reasonable. The Group operates in a competitive and rapidly changing environment. It is therefore not in a position to predict all of the risks, uncertainties or other factors that may affect its business, their potential impact on its business, or the extent to which the occurrence of a risk or a combination of risks could have results that are significantly different from those included in any forward-looking statement. The forward-looking statements contained in this press release are made only as of the date hereof. Except as required by any applicable law, rules or regulations, the Group expressly disclaims any obligation or undertaking to publicly release any updates of any forward looking statements contained in this press release to reflect any change in its expectations or any change in events, conditions or circumstances on which any forward-looking statement contained in this press release is based. 26

27 Paris, July 27, 2017 Good results in H Profitability objectives revised up Group trading profit : o 466m vs 281m in H o 336m vs 211m in H excluding tax credit in Brazil In France, trading profit of 121m vs 85m in H1 2016, of which 83m for food retail activities compared with 36m in H Cash flow from continuing operations of 582m vs 390m in H CAPEX from continuing operations of 452m vs 506 m in H FY objectives revised up: growth in consolidated trading profit of at least 20%, at 30 June 2017 exchange rates Key figures In m H H Change Consolidated net sales 16,950 18, % EBITDA % EBITDA margin 3.5% 4.4% +84bp Trading profit % Trading margin 1.7% 2.5% +85bps Net income from continuing operations, Group share (188) (78) +58.7% Underlying net profit, Group share % Consolidated net financial debt (6,343) (5,594) -11.8% Net financial debt in France (Casino) (4,027) (4,314) +7.1% Following the end-2016 decision to sell Via Varejo (including Cnova Brazil) and in accordance with IFR "Non-current Assets Held for Sale and Discontinued Operations", the income statement for the six months ended 30 June 2016 has been restated to present Via Varejo's net after-tax profit on a separate line ("Net profit from discontinued operations"). NB: Organic and same-store changes exclude fuel and calendar effects 27