2009 REGISTRATION DOCUMENT - Groupe Casino

Presentation of the GroupRegistration document 2009 / Casino Group4 IFinancialhighlightsCONTINUING OPERATIONS (1)€ millions 2009 2008 (2) ReportedchangeOrganicchange (3)Revenue 26,757 27,076 -1.2% -1.0%EBITDA (4) 1,849 1,909 -3.2% -1.0%Trading profit 1,209 1,266 -4.5% -2.5%Profit from continuing operations, attributable to equityholders of the parent543 499 +8.6%Profit from discontinued operations, attributable to equityholders of the parent48 (4)Total net profit attributable to equity holders of the parent 591 495 +19.3%Underlying profit attributable to equity holders of the parent (5) 534 538 -0.8%Cash flow 1,292 1,356 -4.7%(1) Super de Boer assets were disposed of at the end of 2009. In accordance with IFRS 5, the company’s net income has been reclassified under“Discontinued operations” from 1 January 2008.(2) Data for 2008 restated in line with IFRIC 13.(3) Based on constant scope of consolidation and exchange rates, and excluding the impact of disposals to OPCI property mutual funds.(4) EBITDA = Earnings before interest, taxes, depreciation and amortisation.(5) Continuing operations adjusted for the impact of other operating income and expense, non-recurring financial items and non-recurring income taxexpense/benefits (see Appendix p. 27).DEBT AND EQUITY€ millions 2009 2008Equity (before appropriation) 7,916 7,031Net debt 4,072 4,851Net debt to EBITDA ratio 2.2x 2.5x

Registration document 2009 / Casino Group Presentation of the GroupI 5Significantevents of the yearMARCH 2009On March 5, 2009, Casino announced the contribution of a€334 million portfolio of property assets comprising Casinodevelopment projects and hypermarket retail and storagespace to its subsidiary Mercialys under the Alcudia programme.The transaction, which represents a key milestone in theAlcudia programme, is part of the strategy underway since2005 to capture and monetise the value of the Group’s propertyassets.Mercialys issued 14.2 million new shares in exchange for theassets, raising Casino’s interest in its capital from 59.7% to66.1%.APRIL 2009On April 1, 2009, Leader Price, Géant Casino Hypermarkets andthe Caillé group, an independent Reunion retailer, an nouncedan agreement concerning the rebranding of Caillé storesunder the Leader Price and Géant Casino banners.The agreement reflects the strong appeal of the Géant Casinoand Leader Price banners and their Casino and LeaderPrice private label brands.JUNE 2009In line with the Mercialys IPO in 2005 and in order to complywith SIIC (French-style REIT) regulations, Casino decided togive its shareholders a direct stake in Mercialys’s developmentand in the value creation potential represented bythe asset contribution, as announced on March 5th. To thisend, on June 2, 2009, all holders of Casino ordinary and preferrednon-voting shares received a dividend distribution inMercia lys stock on the basis of one Mercialys share for everyeight Casino shares held, in addition to the regular cash dividendof €2.57 per non-voting preferred share and €2.53 perordinary share.Following the distribution of Mercialys shares, the Group’sinterest in Mercialys was reduced to approximately 50.4% ofthe share capital and voting rights (1) .On June 8, 2009, GPA announced the acquisition of 70.24%of Globex and its Ponto Frio banner for BRL 824 million (€302million).With revenue of €1.6 billion at end-2008 and a total of 455stores, Ponto Frio is Brazil’s second largest retailer of householdappliances and consumer electronics, an extremelybuoyant market sector. The acquisition has significantlystrengthened GPA’s Brazilian leadership position.Following this acquisition, on September 21, 2009, GPAissued 16.9 million class B preferred shares. Casino subscribedto the issue, limiting the dilution of its percentageinterest in GPA to 33.7% compared with 35.0% at end-June2009 (for further details, please see note 3 to the consolidatedfinancial statements p 90).(1) Rallye and Casino together own 58.0% of the share capital and voting rights.

Presentation of the GroupRegistration document 2009 / Casino GroupSignificantevents of the year6 IOn June 15, 2009, Casino converted all its 14,589,469 preferrednon-voting shares into 12,505,254 ordinary shareson the basis of six ordinary shares for seven preferred nonvotingshares, following approval at a special class meetingof holders of preferred non-voting shares and at the annualgeneral meeting of shareholders on May 19, 2009.The fractional preferred non-voting stock was transferredto the delisted compartment of NYSE Euronext Paris, wherethe corresponding rights were tradable until December 15,2009.The aim of the transaction was to simplify the Company’scapital structure and enhance its stock market profile byincreasing the free float.On October 19, 2009, Casino announced the creation ofGreenYellow, a wholly-owned subsidiary that will developphotovoltaic (PV) systems on store roofs and shopping centreparking lot shade structures.As a designer and promoter of solar power generating systems,GreenYellow has defined an ambitious developmentprogramme that involves equipping all of the Group’s siteslocated in the south of a Bordeaux-Grenoble line, as well asin Corsica and Reunion Island. Further-out, non-Group clientswill be able to benefit from GreenYellow’s expertise to equiptheir parking lots and commercial/industrial buildings withrooftop PV systems (for further details, please see “Real estateand investments”, page 17).JULY 2009On July 2, 2009, the Court of Arbitration delivered its ruling inthe dispute between Casino and the Baud family. The Courtof Arbitration ruled that there was just cause to dismiss themembers of the Baud family from the management bodiesof Franprix and Leader Price and found that Casino hadlegitimate grounds to take over operational management ofFranprix and Leader Price.The Court consequently confirmed that the value of the Baudfamily’s remaining interests in Franprix and Leader Price, respectively5% and 25%, should be calculated on the basis ofa multiple of 14 times the average 2006 and 2007 earnings ofthe two companies, which corresponds to the position takenby Casino in its previous financial statements. The intereston the purchase consideration and the Baud family’s claimsfor compensation in lieu of dividends will be examined at alater date by the Court of Arbitration. These amounts wererecognised under other financial liabilities in the 2009 interimfinancial statements.OCTOBER 2009On October 18, 2009, Super de Boer, a 57% Casino subsidiary,signed an agreement to sell all its assets and liabilitiesto Jumbo for the sum of approximately €550 million (or €4.82per share).This price valued the company at 13.9x estimated 2009EBITDA and generated a gross capital gain of some €60 millionfor Casino.The transaction enabled Casino to reduce its debt by about€400 million. It represents a key milestone in the approximately€1 billion asset disposal programme to be completed bythe end of 2010, which is designed to give the Group increasedfinancial flexibility.NOVEMBER 2009On November 12, 2009, Casino acquired the Baud family’sremaining stakes in Franprix (5%) and Leader Price (25%) fora total of €428.6 million. The Group now owns 100% of bothcompanies.The price was calculated by an independent expert basedon the pricing formula agreed between the parties in 1998,and is thus close to the €413.4 million already recognised infinancial liabilities in the Group’s interim balance sheet atJune 30.On November 17, 2009, Casino announced plans to makechanges to its organisation in France and speed up deploymentof its precision retailing strategy.Reflecting this process, the Group has appointed a ChiefOpe rating Officer, Hypermarkets and Supermarkets, towhom the two divisions’ General Executive Managing Directorswill report. With the same objective of increasing operationalefficiency and optimising the Group’s purchasingstrategy, the Non-Food Purchasing and Food Purchasing Departmentshave been combined. Lastly, a dedicated FinanceDepartment for Casino France (covering the convenience,hypermarket and supermarket formats, Easydis, CIT and EMCDistribution) has been created to ensure a more proactiveapproach to managing the sub-group’s performance.By streamlining decision-making processes, the new organisationis designed to improve coordination between bannerswith targeted customer strategies and pooled support functions,thereby enhancing the effectiveness of the Group’sproprietary customer intelligence, purchasing and logisticssystems.

Registration document 2009 / Casino Group Presentation of the GroupI 7DECEMBER 2009On December 3, 2009, Casino subsidiary Exito announcedthe successful completion of a COP 435 billion (€150 million)rights issue, placing 30 million shares at a price of COP14,500 per share. The issue proceeds will enable Exito topursue its expansion in Colombia, further consolidating itsleadership, and to strengthen the company’s balance sheet.Casino invested €29 million in the issue, acquiring 5.8 millionshares.Exito has also renegotiated the put option on 22.5% of thecapital of Carulla Vivero granted to its minority partners inthis subsidiary. In accordance with the revised terms, Exitoacquired the residual interest for the sum of $222 million,payable half in cash and half in stock, through the issuanceof 14.3 million new shares to the minority shareholders. Followingthis buyout, Exito owned 99.8% of Carulla Vivero.After the two transactions, Exito had 333 million outstandingshares and was 54.8%-owned by Casino (versus 61.2%previously).The increase in Exito’s free-float and its recent inclusion inthe MSCI emerging markets index has raised the company’sprofile on the stock market.Furthermore, the two transactions have enabled Casino toreduce its consolidated net debt by around €195 million.On December 4, 2009, GPA announced the signature of ajoint venture agreement between its subsidiary Ponto Frioand the retail business of Casas Bahia, Brazil’s largest retailer of household appliances, furniture and consumerelectronics.The current shareholders of Casas Bahia will contributetheir retail business to Ponto Frio in exchange for a 49% interest,while GPA will continue to hold a majority ownershipin the company.GPA and Casas Bahia are also contributing their respectiveonline operations to a new company, which will be 83%-ownedby GPA and 17% by Casas Bahia. This new entity will be thesecond largest online retailer in Brazil.Casino welcomes this strategic agreement, which will enableGPA to consolidate its leadership of the Brazilian retailmarket, in both the food and consumer durables segments.It confirms Casino’s aim of expanding in Brazil, a countryenjoying fast growth in consumer spending and whose contributionto Group consolidated net sales will continue toincrease.

Presentation of the GroupRegistration document 2009 / Casino Group8 IBusiness& strategyMAJOR MILESTONESIN THE GROUP’S HISTORYThe Casino banner dates back to 1898, when Geoffroy Gui chardcreated Société des Magasins du Casino and opened the firststore in Veauche in central France. Just three years later, in1901, the first Casino brand products were launched, thuspioneering the private-label concept.The Group expanded rapidly until the eve of the Second WorldWar, opening more than 500 stores in ten years. It initiallyfo cus ed on the Saint-Étienne and Clermont-Ferrand regionsand during the 1930s expanded its reach down to the Côted’Azur. In 1939, the Group managed nine warehouses andalmost 2,500 retail stores.In the 1950s, Casino embarked on a policy of diversifyingits formats and its business activities. The first self-servicestore opened in 1948, the first Casino supermarket in 1960,the first Casino Cafétéria in 1967 and the first Géant hypermarketin 1970. Acquisition of L’Épargne in 1970 extended theGroup’s operations to southwestern France.At the end of the 1970s, Casino broke into the internationalmarkets, launching a chain of cafeterias in the United Statesand then acquiring 90 cash & carry stores under the Smart &Final banner in 1984.The mid-1980s marked a turning point in the Group’s expansionpolicy. It adopted a redeployment strategy aimed atachieving critical mass to improve its resilience in an increasinglycompetitive retail industry.This strategy consisted first and foremost of expanding itsoperations in France and refocusing on its core business asa retailer. Between 1985 and 1996, it acquired control of tworetail companies in eastern and southern France, Cédis andLa Ruche Méridionale. It signed partnership agreementswith the Corse Distrib’ Group and with Coopérateurs de Normandie-Picardie.In 1992, it took over Rallye’s retail businesscomprising hypermarkets, supermarkets and cafeterias.The Group also launched a programme to refurbish its hypermarketsand modernise its convenience store network, withthe aim of repositioning both its corporate image and the imageof its banners. Casino created Spar France in 1996 andacquired a stake in Monoprix-Prisunic in 1997. It also took amajority stake in the Franprix and Leader Price banners in1997, making it the leading retailer in Paris.As a result of these developments, on the eve of the new millenniumCasino had become one of France’s leading retailgroups.Leveraging its strong domestic position, the Group then decided to strengthen its international presence and embarkedon an active international expansion policy.From 1998 to 2002, it acquired a large number of retail companiesin South America (Libertad in Argentina, Disco inUru guay, Exito in Colombia and GPA in Brazil), Asia (Big C inThailand, Vindémia in Vietnam), the Netherlands (Laurus,now Super de Boer) and the Indian Ocean region (Vindémiain Reunion, Madagascar, Mayotte and Mauritius).It also moved into Poland and Taiwan, opening its first Polishhypermarket in Warsaw in 1996 followed by a Leader Pricestore in 2000, and its first hypermarket in Taiwan in 1998.Since 2000, Casino has strengthened its presence in Francein the most buoyant formats and expanded in its most promisinginternational markets.In France, Casino has adapted its business mix to meetchanging market trends, first by strengthening its positioningin convenience and discount formats through majoracqui sitions. In 2000, it acquired a stake in online retailerCdiscount and raised its interest in Monoprix to 50%. In2003, Casino and Galeries Lafayette renewed their partnershipin Monoprix. At the end of 2008, the strategic agreementbetween the two partners was extended until 2012.

Registration document 2009 / Casino Group Presentation of the GroupI 9In 2004, the Group increased its interest in Franprix Holdingto 95% and in Leader Price Holding to 75%. Since 2009, ithas owned 100% of both companies.Secondly, Casino also began to develop other businessesconnected with retailing, such as financial services and property.In 2001, it joined forces with Cofinoga to create Banquedu Groupe Casino. In 2005, the Group’s shopping centre pro -p erties were spun off into a new subsidiary, Mercialys, whichwas floated on the stock exchange.In the international markets, Casino began to refocus its businesson two core regions, South America and SoutheastAsia, to capitalise on their strong growth potential. From2005 to 2007, the Group acquired joint control of the GPAGroup in Brazil, and became majority shareholder of Exito inColombia and Vindémia in the Indian Ocean region.In 2006, Casino sold its Polish retailing businesses and its50% interest in the Taiwanese subsidiary Far Eastern Géant,followed by its interest in Smart & Final in the USA in 2007.In 2009, Casino sold its 57% interest in Dutch retailer Superde Boer.BUSINESS AND STRATEGYGROUP PROFILE IN 2009Casino is a leading food retailer in France and abroad. AtDe cember 31, 2009, it operated a total of 10,984 stores invarious retail formats.In France, which accounts for 66% of revenue and trading profit,Casino operates 117 hypermarkets (1) , 761 supermarkets (1) ,559 discount stores, 7,540 convenience stores and 277 cafeterias.In the international markets, which account for justover one third of revenue and trading profit, Casino operatesin nine countries – Brazil, Colombia, Thailand, Ar gentina, Uruguay,Venezuela, Vietnam, Madagascar and Mau ritius. 91%of international consolidated revenue comes from SouthAmerica and Asia, its two core international regions. Casinoholds leadership positions in both regions, where it operatesa total of 1,570 stores including 290 hypermarkets.In 2009, consolidated revenue totalled €27 billion, a decreaseof 1.2% on 2008, while net earnings were up 8.6% to€543 million.BUSINESS AND STRATEGY IN FRANCECasino is France’s third largest food retailer with almost 13%market share (2) . The Group stands out in the French retailworld for its multi-format structure and its heavy weightingto convenience and discount stores. Casino also pursues astrategy of differentiating its banners to meet new customerexpectations. Lastly, its has a dual retailing and propertybusiness-development model.The French operations posted revenue of €17,664 million in2009 and trading profit of €804 million, giving a 4.5% tradingmargin.FROM MASS MARKET TO PRECISION RETAILINGThe French retailing market is gradually evolving, driven bychanging lifestyles and socio-demographic trends such asan aging population, smaller families, family members leadingseparate lives and growing individualisation of lifestyles.This has led to a greater diversity of retail formats and concepts,providing an alternative to the historically dominanthypermarket model, a broader and more segmented productoffering and more individualised contact with consumers.In this environment, the Group’s multi-format structure andits heavy weighting to convenience and discount formats area definite competitive advantage.In 2009, the Group operated a total of 9,364 stores coveringall food retailing formats. Convenience and discount storesare the most popular formats, accounting for 61% of the revenueand 71% of trading profit in France.(1) Excluding international affiliates – (2) Source : TNS.

Registration document 2009 / Casino Group Presentation of the GroupI 11FranprixFranprix is based mainly in Paris and, more recently, in thecen tre of large cities in the Rhône valley and Mediterraneanbasin. It is an ultra-convenience format with an average sellingarea of 450 m 2 , offering a comprehensive range of familyfood products with a balanced mix between the major nationalbrands and the competitively priced Leader Price label.Ease of access and flexible opening hours also contribute toits success.Franprix has established itself as a powerful, differentiatedconcept in the Parisian convenience segment, where it holdsa significant share of the market.In 2008, to meet consumer demand for modern, convenientshopping facilities, Franprix launched a new store conceptwith a restyled look, a product offering geared more towardsfresh produce and snacks, and longer opening hours.Franprix stepped up its expansion during the year, opening92 new stores including 12 rebrandings, and continued to upgradeits stores with the new concept. At end-2009, Franprixoperated a total of 789 stores. It will continue to expandrapidly in 2010 and has plans to open almost 100 new storesduring the year. The target is to reach a total of 1,000 storesin 2012.In 2009, Franprix’s revenue totalled €1,916 million.SuperettesTHERE ARE THREE SUPERETTE BANNERS: PETIT CASINO,VIVAL AND SPAR.Petit CasinoPetit Casino is the Group’s historic convenience format. Itprojects a friendly, welcoming image and offers an extensiverange of food products including high-quality fresh produce.The banner is an integral part of local life in urban and suburbanareas.VivalVival operates mainly in villages and also projects an friendly,welcoming image. Alongside a food offering comprisingmainly Casino brand goods, outlets also offer magazines,newspapers and tobacco products as well as fax and otherservices.SparSpar operates in urban and suburban areas, offering a rangeof food products as well as services such as photo development,bus tickets, etc.Recognised expertise in franchising is one of the key strengthsof the superette business model. In ten years, the number offranchise stores has increased to more than 4,800, mainlyunder the Spar and Vival banners. Franchising is an excellentgrowth driver and also provides a high return on capital.The network comprises 6,751 stores, covering the whole ofFrance. The Group is continuing to expand and optimise thenetwork, opening 492 (1) outlets and closing 417 (1) during2009.With a selling area ranging from 12 to 800 m², the superettestores posted revenue of €1,506 million in 2009.The superettes are continuing their initiatives in the launchingof new concepts. In the past few years, these include thedevelopment of vending solutions with Petit Casino 24 andExpress by Casino in Esso service stations, as well as theintroduction of food corners in airports and train stations.DiscountLeader PriceLeader Price, the Group’s discount banner, operates in urbanand suburban areas across France. It is aimed at price-sensitiveconsumers and offers an extensive food range (4,200items), including fresh produce, frozen goods and a few coreregional products, entirely under the Leader Price own brandand Le Prix Gagnant value line label.This distinguishing feature, coupled with low operating costsand inventory requirements, makes Leader Price a very at tractivefranchise concept as illustrated by franchisees’ ongoingcommitment to investing in the business model.During the year, 49 new stores were opened within the banner’ssustained expansion program, bringing the total to 559at the year-end. Leader Price plans to drive growth by continuingto expand rapidly in the future, with 100 new storessche duled for 2010 and a target to reach a total of 1,000 in2013.Net sales in 2009 totalled €2,822 million.HypermarketsGéant Casino’s positioning is based on an enjoyable, comfortableshopping experience in people-friendly stores,whose average selling area is 7,000 m 2 compared with themarket standard of about 9,000 m 2 . It stands apart from rivalbanners through its emphasis on private-label products,its expanded, prominently displayed fresh food offering, andthe development of new non-food universes such as homedecoration and lifestyle.At end-2009, Géant Casino operated 122 stores, mainly insouthern France.To meet customers’ expectations, and particularly womenwho represent 75% of its hypermarket shoppers, Géant hasbeen working on renovating its concept over the past fewyears with the aim of creating a more welcoming and moreconvenient environment. In late 2007, the new concept wastested in the Pessac hypermarket near Bordeaux and hadbeen extended to almost 30 stores by the end of 2009. Thestore offering centres on fresh food, private-label productsthat provide good value for money and the fast-growing apparel,home and leisure segments.(1) Excluding wholesale stores.

Presentation of the GroupRegistration document 2009 / Casino GroupBusiness & strategy12 IGéant Casino has also embarked on an ambitious plan to refocusits non-food offering on the more buoyant and profitablesegments, such as apparel, home and leisure. Alongsidethe refocusing plan, store space is being reorganised andscaled down to improve return on capital employed. As a result,over 16,000 m 2 of selling and storage space (more than1% of the total) are being transferred to Mercialys under theasset contribution made in 2009 (for further details, pleasesee “Real estate and investments”, page 17).Another key differentiating factor was the launch of Alcudiain 2008, a plan to capture the value of the Group’s shoppingcentres through Mercialys, its dedicated shopping mall investmentcompany (please see below for further details onMercialys).Géant Casino’s revenue amounted to €5,548 million in 2009.E-commerceCdiscount was founded in 1998 and became a Casino Groupsubsidiary in 2000. It is the leading French B to C e-commer cesite, posting double-digit growth in 2009 and outperformingits peers (1) .As a multi-specialist, Cdiscount offers 100,000 items acrossmore than 40 stores, organised into major universes such asleisure and culture, high-tech, IT, household equipment, footwearand apparel, health and beauty, and services (financ ing,insurance, etc.).Since its creation, Cdiscount has cultivated a clear positioningas a specialist in the “Best products at the best prices”.Its success is underpinned not only by this attractive pricepositioning but also by its innovative capability, its highlycompetitive cost structure and its fast commercial response.In 2009, Cdiscount expanded its offering to new universessuch as apparel, footwear and travel, and also developednew services such as Video On Demand (VOD).2009 revenue totalled €869 million, or more than €1 billionincluding VAT.Real estateA 51.1% subsidiary of Casino, Mercialys is an SIIC (FrenchstyleREIT) listed on the stock market since 2005. It is oneof France’s leading real estate investment companies anda major player in shopping centres. At end 2009, Mercialyshad a portfolio of 168 properties including 99 shopping centres.It owns the Group’s shopping centres and is responsiblefor enhancing their value through the Alcudia/EspritVoisin programme (for further details, please see section“Real estate and investments”).Other businessesTHE GROUP HAS DEVELOPED A NUMBEROF OTHER RETAIL-RELATED BUSINESSES:Casino RestaurationCasino Restauration was historically positioned in the fastfood segment through its chain of Casino cafeterias.It has recently begun to reposition through innovative conceptssuch as theme restaurants (Villa Plancha), takeoutfoodservice (Coeur de Blé) and corporate foodservice (R2C,Restauration Collective Casino).Banque CasinoCreated in 2001 in partnership with Cofinoga, Banque Casinoprovides consumer finance in Géant Casino hypermarkets,Casino supermarkets and the Cdiscount site.SUSTAINED DEVELOPMENT IN PRIVATE-LABELGOODSThe Casino Group was a pioneer in private label products,launching its own brand as early as 1901.In 1931, it released its first advertising for private label productswith the slogan “Casino, above all a great brand”. In1959, the Group began to put sell-by dates on its products,well before the regulations were introduced, and in 1984, offereda double money-back guarantee on its products.Since 2005, the Group has stepped up the development ofits own label.In 2005, the private-label mix was completely overhauled,including new-look packaging, specific promotional campaigns(e.g. Gratos) and the development of 340 core items.In 2006, the private-label platform was consolidated withthe introduction of a new design across the entire range, anincreased presence in the more buoyant markets and segmentssuch as fresh produce and wines, and the launch of451 new products in more specific segments.2007 was a year of differentiation, with the adoption of higher quality communications, strong positioning in themeranges (e.g. nutrition), and the launch of 500 new productsincluding cosmetics and confectionery.Thanks to this sustained development policy, the Casinobrand enjoyed double-digit sales growth from 2005 to 2008.The brand’s strength lies in its competitive pricing, broadproduct range and ability to regularly renew its product lines.For example, more than 1,500 new products were introduc edin 2009.Casino brand products were sold in almost 7,300 stores in2009, making it the leading private label in FMCG and refrigeratedproducts in terms of sales penetration. It now accountsfor more than 50% of total volumes (2) .(1) Source: ICE 30 Panel.(2) Private and value line FMCG and refrigerated products across all formats (Géant, Casino Supermarkets and convenience stores).

Registration document 2009 / Casino Group Presentation of the GroupI 13In 2009, the Casino product portfolio comprised more than11,500 items – including 5,100 food items – covering broadproduct ranges, thereby providing a segmented offering tailoredto the latest consumer trends and designed to meeteach consumer’s specific needs. The food ranges includeCasino Délice for gourmet food lovers, Casino Ecolabel forshoppers sensitive to sustainable development issues andCasino Bio for consumers seeking organic products.In non-food, the product offering doubled between 2006 and2009, and now comprises almost 6,500 items. The ranges includeYsiance for health and beauty, Casino Désirs for householdand leisure goods and Tout Simplement for clothing.In 2009, Casino expanded its Bio and non-food ranges andintroduced a new Casino Famili range. Casino Famili, as itsname suggests, is aimed at family shoppers – an importantsegment during times of crisis – and includes existing productlines as well as new food and non-food items for allfamily members. At end-2009, Casino Famili already comprisedmore than 200 items.INDIVIDUALISED MARKETINGCustomer loyalty is an important factor in both revenuegrowth and margin improvement. Thanks to the loyalty programmeoffered in its hypermarkets and supermarkets andits participation in the S’Miles ® network, the Group has asolid customer franchise with almost 4 million card holders.In November 2006, Casino signed a partnership with dunnhumby,creating a 50/50 joint venture company. Dunhumbyis a recognised expert in mining and managing customerdata. Its mission is simple: “Understand the customer betterthan anyone else”.Through this partnership, the Group now has an effectivemar keting tool and can exploit data collected from its loyaltyprogramme to analyse each store’s consumer profile andbuild a product offering tailored to each customer type atindividual store level.The main areas in which this approach is applied are pricingpolicy optimisation, definition of assortment and communications.The initial initiatives taken in 2007 began to produceresults and were scaled up during 2008.Optimising the pricing policy has gradually led to the introductionof a “low price guarantee” in the hypermarkets. SinceJanuary 2009, this guarantee has covered 3,500 productsrepresenting 50% of FMCG and refrigerated product volumesand 67% of a price-sensitive consumer’s basket. Interms of assortment, the Casino Délices label launched in2008 has proved successful.Lastly, communications have been enhanced with the introductionof personalised statements for each customer.In 2009, the Group extended the areas covered by the “dunnhumbytool” by implementing a more effective promotionalpolicy and rationalising product ranges to eliminate lowturnover products without impacting revenue.PRESENTATION OF INTERNATIONALBUSINESS AND STRATEGYInternational business is a powerful growth vector for theGroup, which operates in nine countries with a total of 1,620stores including 301 hypermarkets. International revenuetotalled €9,093 million in 2009, representing 34% of theGroup total. The trading margin was 4.5% in 2009.The portfolio of international assets has been thoroughly remodelled.Casino now has a geographic platform comprisedof countries with high growth potential, large, young populations,fast-growing economies and a largely fragmentedretail structure.Casino now focuses on two core regions: South America andSouth East Asia, which accounted for more than 90% of theGroup’s total international revenue in 2009. Its subsidiarieshold leadership positions thanks to their long-establishedstore banners and close-to-the-customer relations. Reflectingthis momentum, the two regions both reported a buoyantperformance throughout the year, with organic growth of5.7% in South America and 5.1% in Asia.Casino also operates in the Indian Ocean region, where it hasa leading position through Vindémia.SOUTH AMERICACasino is the number-one food retailer in South America, withleading positions in Brazil, Colombia, Argentina, Uruguay andVenezuela. South America accounted for 72% of internationalrevenue and 61% of international trading profit in 2009.Brazil and Colombia are the biggest contributors to SouthAmerican revenue, generating 44% and 35% respectively.South America posted total 2009 revenue of €6,563 millionwith a 3.8% trading margin.BRAZILCasino has operated in Brazil since 1999, through its subsi diaryGrupo Pão de Açucar (formerly CBD), which had a networkof 1,080 stores at end-2009. Grupo Pão de Açucar (GPA) is ahistoric player and has a multi-format, multi-banner portfoliotailored to the diverse needs of consumers from very differentsocio-economic backgrounds.GPA’s revenue totalled €8,398 million in 2009. GPA has strongmarket positions in Brazil’s two most economically vibrantstates, São Paulo and Rio de Janeiro.In 2009, GPA acquired Globex and its Ponto Frio banner, Brazil’ssecond largest retailer of consumer electronics andhousehold appliances. Globex then created a joint venturewith Casas Bahia, Brazil’s leading non-food retailer, makingGPA the unrivalled market leader in consumer electronicsand household appliances, with market share of more than25%. A new company will be launched to house GPA andCasas Bahia’s online retailing business, thereby creating thesecond largest Brazilian internet retailer. GPA will own 83%of the new company.

14 IWith these initiatives, GPA has consolidated its position asPresentation of the GroupRegistration document 2009 / Casino GroupBusiness & strategyBrazil’s leading retailer in both food and durable goods.GPA is proportionately consolidated. Casino owned a 33.7%interest in GPA at end-2009.GPA posted consolidated revenue of €2,901 million in 2009.HypermarketsExtra: 103 storesExtra hypermarkets offer a vast range of food products aswell as personal and household equipment, aiming to meetthe demands of as many consumers as possible at the bestprices.SupermarketsPão de Açúcar: 145 storesPão de Açúcar convenience supermarkets offer a broad arrayof high quality produce. Always at the leading edge of technology,the banner also offers a range of services to meetthe needs of a relatively affluent clientele.Sendas: 68 storesSendas stores are convenience-format supermarkets operatingexclusively in the Rio de Janeiro area and offering abroad range of premium products with high quality service.Extra Perto: 13 storesExtra Perto stores are large supermarkets designed on a humanscale. They provide an extensive food offering as well asa broad non-food range in modern, pleasant surroundings.CompreBem: 157 storesCompreBem supermarkets are aimed more at lower-incomeconsumers. They provide a large range of primarily privatelabelfood products, as well as a selection of non-food products.ConvenienceExtra Facíl: 52 storesExtra Facíl superettes are local convenience stores with asimple, pleasant look. They offer all basic products and services,with good value for money.Cash and carryAssai: 40 storesAssai is an “Atacarejo” store, a booming sector in Brazil.Atacarejo is a combination of “Atacado” or wholesaler and“Varejo” or retailer. Assai is aimed at restaurant operatorsand the lower income segment, offering a broad range offood products and a small selection of non-food products.Other formatsExtra Eletro: 47 storesExtra Eletro specialises in consumer electronics and householdequipment, as well as furniture and other accessories.It places a strong focus on the quality of customer welcomeand an impeccable after-sales service.Ponto Frio: 455 storesPonto Frio is aimed mainly at the middle income segment. Itprovides a broad range of household appliances and furniture,accompanied by advice and services.COLOMBIACasino has operated in Colombia for ten years through itssub sidiary Exito. At end-2009, Exito had 260 stores in 51towns and cities across the country. It intends to consolidateits coverage of large cities, enter small and mid-size urbanmarkets and develop convenience formats. It also plans todevelop its Bodega banner, which is aimed at the lower incomepopulation.Exito strengthened its position as Columbia’s leading foodretailer in 2007 with the acquisition of Carulla Vivero. It isnow number-one in all its formats and has a 38% marketshare (1) .During 2009, Exito continued to rationalise its banners, converting33 stores to Bodega outlets. Two new Exito hypermarketswere also opened.In 2009, Exito’s revenue totalled €2,281 million. Hypermarketscontributed 72%, supermarkets 18%, with the remaindercoming from other formats.Exito has been fully consolidated since May 1, 2007. Casinoheld a 54.8% interest in its share capital at end-2009.HypermarketsExito: 89 storesExito is a hypermarket banner with stores in 21 towns andcities. Its food and non-food product offering is tailored tothe needs of all segments of the Colombian population. Exitostands out for the quality of its textile range. Its private-labelproducts also enjoy a very good reputation with consumers.The outlets provide a variety of services including the “Exitopoints” loyalty programme, travel and financial services(insurance).Supermarkets: 89 storesCarullaCarulla is the main supermarket banner and is renowned forits high quality.PomonaPomona supermarkets are aimed at an affluent clienteleand offer targeted gourmet products. The network operatesmainly in Colombia’s four major cities: Bogotá, Medellín, Caliand Barranquilla.The two banners have a joint loyalty programme called“Super cliente Carulla Pomona”.(1) Source: Nielsen, December 31, 2008.

Registration document 2009 / Casino Group Presentation of the GroupI 15Other: 35 storesOther banners - Merquefacil, Surtimax, Ley, Homemart,Proximo and Q’Precios - are less important and are due tobe combined under the Bodega umbrella banner.Bodega: 47 storesBodega is aimed at low-income families who generally preferto shop in traditional convenience stores rather than bigretail chains. They are located in suburban areas and offera comprehensive range of basic products, mainly under theSurtimax private label.ARGENTINACasino has been present in Argentina since it acquiredLibertad in 1998. The Group developed the Libertad chain ofhypermarkets and launched the Leader Price brand beforecreating a network of Leader Price discount stores.Libertad also operates other specialist retail formats, includingPlanet.com and Hiper Casa, as well as a chain ofApetito Fast Food restaurants.In 2009, the Group had a total of 49 stores in Argentina generating€319 million in revenue.HypermarketsLibertad: 15 storesLibertad is the leading hypermarket chain outside the capital,operating mainly in large inland cities. It is typically theanchor store in a shopping centre.Discount storesLeader Price: 26 storesLeader Price convenience supermarkets are located mainlyin Buenos Aires and its suburbs, offering a large choice ofproducts some 20 to 30% cheaper than the national brands,with a 50/50 mix between private-label and national brands.Other: 8 storesPlanet.comPlanet.com is a specialist electronics retailer (computers,audio, video, photography etc.), with an average selling areaof about 2,000 m 2 .Hiper CasaHiper Casa sells home and office decoration and equipmentand is the Argentinean leader in this market. It is a benchmarkfor consumers seeking quality products and service.VENEZUELAThe Group has operated in Venezuela since 2000 when it acquireda stake in Cativen. The leading supermarket chainwith the Cada banner, Cativen has leveraged the CasinoGroup’s expertise to extend its network and diversify intoother formats, launching Exito hypermarkets and Q’Preciosdiscount stores. The Group now has a leading position inVenezuela with a total of 41 stores.Cativen’s 2009 revenue totalled €787 million.HypermarketsExito: 6 storesExito stores are Venezuela’s only real hypermarkets andhave committed to keeping prices lower. Their sales policyfocuses on regular promotions and a varied product range.Exito stores are modern and practical, aimed at a clienteleof active, independent urban women aged 25 to 45. The banner’sstrengths include a broad range of household appliancesat highly competitive prices.SupermarketsCada: 35 storesCada supermarkets operate in 23 towns across the countryand are known for their highly functional layout designed tomake shopping easier. They have a reputation for excellentproduct quality and offer a broad range tailored to need athighly competitive prices.URUGUAYThe local market leader since 2000 through its Devoto su b-sidiary, Casino has three store banners that enjoy high brandrecognition: Disco, Devoto and Géant.Devoto had 53 stores at end-2009 generating revenue of€353 million and consolidated net sales of €275 million.SupermarketsDisco: 28 storesOriginally a chain of family supermarkets, Disco enjoys strongrecognition throughout the country and focuses on competitivepricing. Disco stores are conveniently located and muchappreciated by consumers. These two key strengths are reflectedin Disco’s signature: “Ever closer at better prices”.Devoto: 24 storesDevoto was originally a family company and has continuedto develop by opening large modern stores, some of whichoffer an extensive non-food range. With its signature “Priceand quality. Always”, Devoto clearly states its strong positioningfocused on affordability but also on product qualityand customer service.HypermarketsGéant: 1 storeGéant is Uruguay’s only hypermarket. This 11,000 m 2 storelocated in the suburbs of Montevideo offers a broad range ofproducts at the lowest prices in the country.

16 IASIAPresentation of the GroupRegistration document 2009 / Casino GroupBusiness & strategyThe Group has operated in Asia since 1999, where it now focuseson Thailand and Vietnam.In 2009, Asia posted €1,686 million in revenue with a tradingmargin of 5.4%. The region accounted for 18.5% of internationalrevenue and 23% of international trading profit.THAILANDThe 1999 acquisition of a stake in Big C made Casino thenumber-two large-surface food retailer in Thailand, with26% market share (1) .There were 78 Big C stores at end-2009, mainly hypermarkets.Big C operates as many shopping centres as hypermarkets,reflecting the Casino Group’s aim of exporting its French“retailing and property development” dual business modelto its key international markets.Big C enjoys the image of a powerful local banner selling inexpensiveproducts aligned with local tastes.In 2009, Big C focused on getting closer to its customers bydeveloping its private labels and launching a new loyaltyprogramme: “Big Card”.In 2009, Big C posted revenue of €1,497 million.Casino has a 63.2% interest in Big C.VIETNAMVindémia, a Casino Group subsidiary, opened the first “Frenchstyle”hypermarket in Vietnam in 1998. Vietnam is a highlypromising market, with a large, young population of 85 millionand a fast-growing economy.At end-2009, Vindémia had nine hypermarkets and nineshopping centres, generating €188.5 million in revenue.OTHER COUNTRIESINDIAN OCEAN REGIONThe Group operates in the Indian Ocean region through itsVindémia subsidiary.Vindémia has a very strong market position in Reunion,which accounts for more than 80% of sales, but also operatesin Madagascar, Mayotte and Mauritius.The Group is leader in the region through its multi-formatpositioning with Jumbo hypermarkets, Score supermarketsand Spar convenience stores.In 2009, the Group posted revenue of €840 million in theIndian Ocean region.HypermarketsBig C Thailand: 67 storesBig C hypermarkets offer the lowest prices in the market,regular promotions and excellent value for money. They alsodifferentiate themselves from the local stores by makingshopping an enjoyable and pleasant experience (through instoreevents, etc.) encouraging consumers to return.(1) Big C ranks number-two on number of hypermarkets operated in Thailand.

Registration document 2009 / Casino Group Presentation of the GroupI 17Real estateand investmentsOPTIMISING THE PROPERTY PORTFOLIOReal estate comprises a large part of the Group’s assets witha value of €6.3 billion at end-2009.In France, the portfolio is worth €4.6 billion including €3.3 billionfor store premises (mainly hypermarkets and Monoprix)and €1.2 billion for shopping centres (corresponding to theGroup’s interest in Mercialys).The International portfolio is worth an estimated €1.7 billionincluding €1.3 billion in store premises and €0.4 billion inshopping centres.In 2005, the Group embarked on an active strategy to capturethe value of its real estate, by spinning off its shoppingcentres to Mercialys, a dedicated retail real estate subsidiaryand a listed company. At end-2009, Mercialys manageda portfolio worth €2.4 billion comprising 168 assets including99 shopping centres.Since the sale of its standard office and warehouse propertiesin 2005 and 2006, the Group’s French property portfoliohas comprised two asset classes: investment property (Mercialys’sshopping centres) and food store properties.Since 2007, the Group has pursued an assertive policy ofturning over its food store assets, by selling properties thathave reached a certain maturity to finance those with highgrowth potential. Two major innovative transactions tookplace in 2007: (i) the sale to AEW Immocommercial, a propertymutual fund (OPCI) (1) , of 250 urban convenience storeand supermarket properties that could no longer be extendedany further, and (ii) the sale of store properties in Reunionto Immocio, another OPCI owned by the Generali group.A further transaction was completed in 2008, comprisingthe sale of 42 superettes, Casino supermarket and Franprix-Leader Price store properties to AEW Immocommercial andthe sale of four Casino supermarket properties to anotherpartner.The Group continued with this policy in 2009, selling furthersuperette, supermarket and Franprix-Leader Price store propertiesin France. It also sold two shopping centres under its2007 partnership with real estate investment fund Whitehall.This partnership, created to develop shopping centresin Poland, leverages the property development team’s skillsthrough a dedicated unit called Mayland.In 2009, Casino created GreenYellow, a wholly-owned subsidiaryinvolved in photovoltaic (PV) energy. The new venturewill leverage the Group’s expertise in property development,construction and operation, as well as the favourable geographiclocation of its stores, a majority of which are in sunny regions.As a designer and promoter of solar power generatingsystems, GreenYellow has defined an ambitious developmentprogramme that involves equipping all of the Group’s sites inmainland France south of a Bordeaux-Grenoble line, as wellas in Corsica and Reunion Island. This represents poten tialcapacity of more than 250 MW. Subsequently, non-Groupclients will be able to benefit from GreenYellow’s expertiseto equip their parking lots, commercial and industrial buildingswith rooftop PV systems.ROLLING OUT THE DUAL RETAILINGAND PROPERTY DEVELOPMENT MODEL IN FRANCEAND ABROADThe Group’s expansion plan in France and abroad is basedon a business model combining retailing with property. Thismodel underpins the Group’s profitable growth strategy andmeets two key objectives: to increase the appeal of its sitesin order to drive the retail business and to create a portfolioof valuable assets.Casino has set up a dedicated department in France calledCasino Immobilier et Développement, which comprises subsidiariesspecialising in areas ranging from land purchaseand property development to property letting and asset valueenhancement.• Immobilière Groupe Casino (IGC), a wholly owned subsidiary,holds the Group’s store properties.• Mercialys, a subsidiary of IGC, owns the Group’s shoppingcentres in France and is responsible for operating this highpotentialretail space with the goal of capturing its fullvalue. Mercialys is one of France’s biggest property companiesand a leading shopping centre specialist.• Casino Développement coordinates expansion in Franceand internationally.• IGC Promotion, Onagan and Soderip promote the Group’sretail space in France.• IGC Services manages asset turnover and financial engineeringof the property portfolio.• Mayland develops shopping centres in Central and EasternEurope.• Sudeco manages shopping centre leases.• GreenYellow installs solar panels on store roofs and carparks shopping centres.(1) A tax-advantaged vehicle in France designed to promote investment in property stocks.

18 IENHANCING THE VALUE OF EXISTING ASSETS: ALCUDIAPresentation of the GroupRegistration document 2009 / Casino GroupReal estateand investmentsMercialys, the owner of the Group’s shopping centres in France, aims to redevelop its retail space to meet changing consumertrends. By renovating and extending high potential retail space, Mercialys attracts the most active banners and contributesto enhancing the vitality of Casino’s shopping centres.Three years ago, the Group set up the Alcudia/Esprit Voisin plan, a major programme to enhance the value of its retail propertieswith a view to creating both real estate value and business value in France.Initiated in 2006, the plan aims to strengthen the appeal of the Group retail properties by extending shopping centres andcreating thriving sites that have their own personality and are deeply rooted in local life.The process of reviewing and defining a strategic plan for the Group’s 109 sites was finalised in 2007 and the operationalrollout phase began in 2008.In 2009, a major milestone was achieved when Casino contributed to Mercialys a €334 million portfolio of property assetscomprising 25 Casino development projects and hypermarket retail and storage space.By end-2009, five shopping centres had been extended and nine others refitted to the Esprit Voisin concept.Seven new shopping centres will be delivered in 2010.

Registration document 2009 / Casino Group Management reportI 19Managementreport20. Financial highlights21. Business review28. Parent company business review30. Subsidiaries and associates36. Subsequent events37. Outlook for 2010 and conclusion37. Share capital and share ownership49. Risk factors and insurance54. Environmental report57. Employment report

Management report20 IReport of the boardRegistration document 2009 / Casino Groupof directorsof Casino, Guichard-PerrachonThe information referred to on other pages forms an integral part of the report of the board of directors and is an appendix thereof.FINANCIAL HIGHLIGHTS2009 financial highlights:Continuing operations€ millions2009 2008adjusted (*)ReportedchangeOrganicchange (1)Total business volume excl. VAT (2) 36,842 36,144 1.9% 3.0%Net sales 26,757 27,076 -1.2% -1.0%Gross profit 6,921 7,026 -1.5%EBITDA (3) 1,849 1,909 -3.2% -1.0%Depreciation and amortisation expense 639 643 -0.5%Trading profit 1,209 1,266 -4.5% -2.5%Other operating income and expense (37) (81)Financial income and expense, of which: (345) (387) 10.9%Finance costs, net (343) (371) 7.5%Other financial income and expense, net (2) (16)Profit before tax 828 798 3.7%Income tax expense (201) (217) 7.5%Share of profits of associates 6 14 - 55.5%Net profit from continuing operations: 633 595 6.5%Attributable to equity holders of the parent 543 499 8.6%Attributable to minority interests 91 95Net profit from discontinued operations 228 4 –Attributable to equity holders of the parent 48 (4) –Attributable to minority interests 179 8 –Total net profit 861 599 43.8%Attributable to equity holders of the parent 591 495 19.3%Attributable to minority interests 270 103Underlying net profit attributable to equity holdersof the parent (4) 534 538 -0.8%(*) Data for 2008 have been adjusted to reflect the impact of IFRS 8 and IFRIC 13, which became effective on 1 January 2009. Super de Boer assetswere disposed of at the end of 2009. In accordance with IFRS 5, the company’s net income has been reclassified under “Discontinued operations”from 1 January 2008.(1) Based on constant scope of consolidation and exchange rates, and excluding the impact of asset disposals to OPCI property mutual funds.(2) Includes all revenue from consolidated companies, associates and franchisees, on a 100% basis.(3) EBITDA (earnings before interest, taxes, depreciation and amortisation) = trading profit + amortisation and depreciation expense.(4) Profit from continuing operations adjusted for the impact of other operating income and expense, non-recurring financial items and non-recurringincome tax expense/benefits (see Appendix).

Registration document 2009 / Casino Group Management reportI 21BUSINESS REVIEW2009 results demonstrate the resilience of Casino’s business model in a difficult economic environment.Sales fell by 1.2% in 2009.Changes in scope of consolidation had a positive impact of 0.4%. Grupo Pão de Açúcar’s consolidation of Ponto Frio as of 1 July2009 was partially offset by the deconsolidation of two Franprix-Leader Price franchises at end-December 2008.Exchange rates had a negative impact of 0.6%. A decline in the Brazilian, Colombian and Argentinean currencies against theeuro was offset by an appreciation of the Thai baht and Venezuelan bolivar.Sales were down 1.0% on an organic basis*, but stable excluding petrol, reflecting robust business activity in France andcontinued sustained growth in international markets.• In France, the resilience of convenience formats and double-digit growth in Cdiscount sales helped contain the fall in salesto 3.8% on an organic basis* (down 2.7% excluding petrol).• Organic growth in international markets remained buoyant at 4.9%, both in South America and Asia.Trading profit was down 4.5% as reported and 2.5% on an organic basis*.Trading margin fell by 16 bps to 4.5% and by 7 bps on an organic basis*.• Trading margin in France fell by 32 bps due to lower trading margins at hypermarkets. Trading margins at the conveniencestores and Franprix-Leader Price remained strong.• International trading margin improved by 21 bps and by 41 bps on an organic basis*, reflecting an improvement in marginsin South America (excluding Venezuela) and Asia.The Group significantly improved its operating efficiency. Cost-cutting and inventory-reduction targets were exceeded andcapital expenditure was effectively managed. Financial flexibility was enhanced thanks to a substantial improvement in“free operating cash flow”**, rapid implementation of the asset disposal programme, the success of Exito’s share issueand renegotiation of the Carulla put. The net debt to EBITDA ratio was brought down to 2.2x at end-2009 from 2.5x one yearearlier.* Based on constant scope of consolidation and exchange rates, and excluding the impact of disposals to OPCI property mutual funds.** Free cash flow = cash flow + change in WCR - CAPEX.FRANCE(66% of consolidated net sales and 66% of consolidated trading profit)€ millions 2009 2008adjusted% change % organicchangeNet sales 17,664 18,557 -4.8% -3.8%Trading profit 804 904 -11.1% -9.7%Trading margin 4.5% 4.9% -32 bp -30 bpSales in France fell 4.8% in 2009, to €17,664 million compared to €18,557 million in 2008.Changes in scope of consolidation had a negative impact of 1.1%, of which 1.0% was due to the deconsolidation of twoFranprix-Leader Price franchises at end-2008. Petrol had a negative impact of 2.1%. Excluding petrol, sales in France were

22 IManagement reportManagement reportRegistration document 2009 / Casino GroupBUSINESS REVIEWdown 2.7% on an organic basis. Part of the decline was dueto the termination of affiliate contracts, mainly with Coopde Normandie, which had a 0.7% negative impact on salesgrowth.The resilience of convenience formats (Monoprix, CasinoSupermarkets and Franprix) and continued double-digitgrowth at Cdiscount helped offset the impact of lower salesat Géant Casino and Leader Price.Trading profit fell 11.1% to €804 million, and 9.7% on anorganic basis*. The decline was contained thanks to arobust gross margin driven by a favourable format mix andthe implementation of the cost-cutting plan. Trading marginwas down 32 bps, mainly due to Géant hypermarkets’ lowertrading margin. The convenience formats and Franprix-Leader Price posted solid margins.Highlights by format were as follows:• Franprix-Leader Price sales declined by 5.9% to €4,007million from €4,260 million in 2008.Franprix delivered a satisfactory commercial performancewith stable same-store sales. Footfalls held firm, attestingto the banner’s strong appeal and the success of the newstore concept, with renovated stores achieving doubledigitgrowth. Expansion was stepped up in 2009, with 80new stores opened and 12 banner conversions. The Franprixnetwork had 789 stores at end-December 2009.Leader Price’s same-store sales were down 9.1%. In 2009,the entire discount sector was affected by a contraction inspending among the format’s traditional customers, whoare more sensitive to the economic environment, therebyreducing the average basket value. Against this backdrop,Leader Price maintained its market share in 2009 thanksto a sustained expansion policy (49 stores opened). As partof its network rationalisation programme, Leader Pricealso closed ten stores and converted ten urban stores toother Group banners (mainly Franprix).Excluding the impact of deconsolidating two franchises,total sales were down by just 1.4%, thanks to a significantcontribution from both banners’ new stores.Franprix-Leader Price trading margin contracted by only33 bps despite the decline in Leader Price same-storesales, illustrating the robustness of both banners’ businessmodels.• Géant Casino hypermarket sales were down 9.4% to €5,548million, versus €6,121 million in 2008. Part of the declinewas due to the termination of affiliate contracts, mainlywith Coop de Normandie, which had a 1.3% negative impacton sales growth.Hypermarkets were faced with a difficult environment in2009, reflected in a reduction in discretionary spending andgreater consumer price-sensitivity. Against this backdrop,Géant’s same-store sales excluding petrol fell by 6.3%.Food sales were down 4.9%. In a more competitive environment,Géant focused on a controlled marketing policy,which was reflected in moderate promotional activity andtargeted price cuts.Non-food sales declined by 9.6% due to consumer spendingarbitrages. Throughout the year, Géant continued to repositionits offer on the most revenue-generating and highestmargin categories such as apparel, home and leisure.Cost-cutting measures partially offset the impact of lowersales on trading profit and margin. Trading profit amountedto €115 million in 2009, giving a margin of 2.1%, down 111 bps.• Casino Supermarkets recorded a 2.5% decline in sales, to€3,355 million compared with €3,441 million the previousyear. Same-store sales fell by 3.5% (excluding petrol).Casino Supermarkets continued its expansion policyin 2009, opening four new stores during the year. Salesexcluding petrol were down 1.4% but stable excluding theimpact of terminated affiliation contracts, which had anegative effect of 1.3%.Market share remained stable across the year.Trading margin improved slightly.• Monoprix sales held steady (-0.1%), totalling €1,829million compared with €1,830 million in 2008, due to anassertive expansion policy across all its formats and theconsolidation of Naturalia. During the year, Monoprixopened four Citymarché, ten Monop’, five dailymonop’and two Naturalia stores. Same-store sales dipped 1.7%in 2009.Margins were notably affected by the sustained expansionpolicy but remained high.• Superette sales were down 4.1% to €1,506 million from€1,570 million the previous year.The margin rose slightly as a result of the store rationalisationprogramme, which led to 492 stores being openedand 417 closed in 2009.• Other businesses, primarily Cdiscount, Mercialys, BanqueCasino and Casino Restauration, reported 6.4% growth insales, to €1,420 million versus €1,334 million in 2008.This strong performance was driven by double-digit growthin Cdiscount net sales, which totalled €869 million in 2009.Cdiscount achieved an increase in the number of sitevisitors and an improved conversion rate, reflecting thesuccess of its extremely competitive pricing policy, highlyresponsive approach and innovative capability. In 2009,Cdiscount once again extended its offer to new universessuch as apparel, footwear and travel, and also developednew services such as video on demand (VOD).* Based on constant scope of consolidation and exchange rates, and excluding the impact of asset disposals to OPCI property funds.

Registration document 2009 / Casino Group Management reportI 23Mercialys reported double digit growth in rental income at 15.5%*, driven by organic growth of 6.1%*. During the year,Casino contributed 25 development projects worth €334 million to Mercialys under the Alcudia/“Esprit Voisin” programme, inexchange for new Mercialys shares. This represented Mercialys’s biggest transaction since its IPO and a key milestone in itsstrategy of capturing the value of the Group’s property assets.Casino Restauration sales improved during the second half, leading to growth over the year as a whole, mainly due to itscorporate foodservice activities.The strong growth in trading profit reported by the other businesses sector was mainly due to an excellent performance byMercialys.* Data published by the company.INTERNATIONAL(34% of consolidated net sales and consolidated trading profit)€ millions 2009 2008adjusted% change % organicchangeNet sales 9,093 8,519 +6.7% +4.9%Trading profit 406 362 +12.0% +15.0%Trading margin 4.5% 4.3% +21 bp +41 bpInternational sales expanded by 6.7%. The scope effect was a positive 3.8% following GPA’s consolidation of Ponto Frio from1 July. The currency effect was a negative 2.0%, as the rise in the Thai baht was offset by a depreciation of the Brazilian,Colombian and Argentinean currencies. Organic growth was 4.9%, driven by sustained growth in both South America (5.7%)and Asia (5.1%).With sales of €9,093 million in 2009 (versus €8,519 million in 2008), International operations now account for 34% of theGroup’s total consolidated sales.Trading profit totalled €406 million in 2009, versus €362 million in the year-earlier period, representing an increase of 12.0%.On an organic basis, trading profit rose by 15.0%.Trading margin rose 21 bps to 4.5%, and 41 bps on an organic basis, driven mainly by Asia. Excluding Venezuela, tradingmargin in South America rose 28 bps. Growth in trading profit from other businesses stemmed mainly from propertydevelopment activities in Poland.South AmericaBrazil: GPA has been proportionately consolidated on a 33.7% basis since 21 September 2009 (compared with 35.0% at30 June 2009). Ponto Frio has been consolidated by GPA since 1 July 2009.ArgentinaUruguayVenezuelaColombia: fully consolidated (54.8%-owned compared with 61.2% previously).€ millions 2009 2008adjusted% change % organicchangeNet sales 6,563 6,084 +7.9% +5.7%Trading profit 248 254 -2.4% +2.2%Trading margin 3.8% 4.2% -40 bp -14 bpSales in South America rose 7.9% to €6,563 million, versus €6,084 million in 2008.Organic growth was sustained at 5.7%, driven by 4.4% growth in same-store sales. This was mainly due to GPA in Brazil,which posted an acceleration in same-store sales growth to 12.7%*, with its effective marketing strategy leading to goodperformances in both food and non-food. All in all, GPA’s sales rose 29%* following the consolidation of Ponto Frio from1 July 2009. This acquisition, as well as the joint venture agreement entered into in December by Globex and the retail

24 Ioperations of Casas Bahia have made GPA the unrivalled leader in consumer electronics and household appliances with aManagement reportRegistration document 2009 / Casino GroupManagement reportBUSINESS REVIEWmarket share of more than 25%.Argentina, Uruguay and Venezuela continued to deliver robust performances on a same-store basis.In a lacklustre economic environment in Colombia, Exito sales contracted by 2.2%* and 4.1% on a same-store basis. Exito’spolicy of developing its private label, which celebrated its 60th anniversary in 2009, and implementing various marketingcampaigns helped contain the decline in sales, particularly in non-food. Exito continued to rationalise its network and converted33 stores to the Bodega banner, a format more oriented toward a lower income population. It also opened two new hypermarketsduring the year.Trading profit amounted to €248 million in 2009, down 2.4% primarily due to Venezuela.Trading margin in South America contracted by 40 bps as reported and by 14 bps on an organic basis. The reported declinewas due to the consolidation of Ponto Frio and a margin decline in Venezuela. Excluding Venezuela, trading margin in SouthAmerica improved 28 bps on an organic basis, led by a sharp increase in Brazil and a stable margin in Colombia, thanks toExito’s operational excellence plan.* Data published by the companies.AsiaThailandVietnam€ millions 2009 2008adjusted% change % organicchangeNet sales 1,686 1,583 +6.5% +5.1%Trading profit 92 81 +13.7% +12.1%Trading margin 5.4% 5.1% +34 bp +34 bpAsia reported 6.5% growth in sales to €1,686 million versus €1,583 million in 2008. Organic growth was buoyant at 5.1%,driven by Big C’s sustained expansion policy in 2008 and continued strong growth in same-store sales in Vietnam.Big C’s same-store sales were affected by the slack economic environment and a drop in tourist traffic due to the politicalunrest. However, local currency sales growth was 1.5%, lifted by the opening of 12 new hypermarkets in 2008 and one in2009.Vietnam opened one new hypermarket in 2009, bringing the total to nine stores.Asia delivered double-digit growth in trading profit, at 13.7% on a reported basis and 12.1% on an organic basis.Trading margin rose 34 bps, driven by both Vietnam and Thailand. In Thailand, margin growth attests to robustness of thedual retail and property business model.Other businessesIndian OceanPoland€ millions 2009 2008adjusted% change % organicchangeNet sales 844 852 -1.0% -0.6%Trading profit 66 28 n.m. n.m.Trading margin n/a n/a n/a n/aOther businesses mainly comprise the Indian Ocean region and the Group’s property development operations in Poland.The Indian Ocean region delivered a satisfactory performance with sales stable on a same-store basis and down slightly onan organic basis.Growth in trading profit from other businesses notably reflects the impact of property development operations in Poland.

Registration document 2009 / Casino Group Management reportI 25COMMENTS ON THE CONSOLIDATED FINANCIAL STATEMENTSSignificant accounting policiesPursuant to European regulation 1606/2002 of 19 July 2002,the consolidated financial statements have been preparedin accordance with the standards and interpretations issuedby the International Accounting Standards Board (IASB), asadopted by the European Union and mandatory as of thereporting date. These standards are available on the EuropeanCommission’s website (http://ec.europa.eu/internal_market/accounting/ias_fr.htm). They include international accountingstandards (IAS) and international financial reporting standards(IFRS), as well as interpretations issued by the InternationalFinancial Reporting Interpretations Committee (IFRIC).The significant accounting policies set out in note 1.5 to theconsolidated financial statements have been applied consistentlyto all periods presented in the consolidated financialstatements, after taking account of or with the exception ofthe new standards and interpretations set out in notes 1.1.1and 1.1.2. These new standards and interpretations had nomaterial effect on the consolidated financial statements.The change of accounting method following the adoptionof IFRIC 13 “Customer Loyalty Programmes”, IAS 23 revised“Borrowing Costs” and IFRS 8 “Operating Segments” aredescribed in note 1.3 to the consolidated financial statements.In addition, the Group has elected for early adoption of theimprovement to IFRS 8, which eliminates the requirement todisclose total assets by operating segment if this indicator isnot regularly reported to the chief operating decision maker.Main changes in the scopeof consolidation• Deconsolidation of two franchisees in the Franprix-LeaderPrice sub-group as of December 2008.• Consolidation of Ponto Frio by GPA since 1 July 2009.• Following this acquisition, GPA carried out a rights issue,which had the effect of reducing the Group’s percentageinterest from 35.0% at 30 June to 33.7% from 21 September2009.• Following Exito’s share issue and renegotiation of the putoption on Carulla Vivero, Casino’s interest in Exito droppedfrom 61.2% to 54.8% at 31 December 2009.• Super de Boer assets were disposed of at the end of 2009.In accordance with IFRS 5, the company’s net income hasbeen reclassified under “Discontinued operations” from1 January 2008.Consolidated net sales fell by 1.2% to €26,757 million from€27,076 million in 2008. Changes in consolidation scope hada positive impact of 0.4%. Exchange rates had a negativeimpact of 0.6% (see comments above).A detailed review of sales trends is presented above, in thesections on French and International operations.Main scope effectsChanges in consolidation scope had a positive impact on salesof 0.4%, mainly due to Grupo Pão de Açúcar’s consolidation ofPonto Frio, which was partly offset by the deconsolidationof two Franprix-Leader Price franchises as of 31 December2008.Main currency effectsExchange rates had a negative impact of 0.6%. A declinein the Brazilian, Colombian and Argentinean currencieswas largely offset by an appreciation of the Thai baht andVenezuelan bolivar.Trading profitTrading profit contracted by 4.5% over the period to €1,209million. Exchange rates had a negative impact of 0.5%.Changes in consolidation scope had a negative impact of1.4%, mainly due to the deconsolidation of two Franprix-Leader Price franchises at end-December 2008 and thenegative contribution of Ponto Frio’s consolidation to tradingprofit.Trading profit declined by 2.5% on an organic basis.A detailed review of trading profit is presented above, in thesections on French and International operations.Operating profitOther operating income and expense represented a netexpense of €37 million in 2009, compared with a net expenseof €81 million in 2008.The net expense of €37 million in 2009mainly included:• €146 million in net gains on asset disposals (including €139million in gains on the distribution of Mercialys shares, a€22 million gain on the disposal of Vindémia productionassets and a €28 million loss on the disposal of the Group’sinterest in Easy Colombia);• €70 million in provisions for contingencies;• €68 million in restructuring provisions and expense, mainlyfor the convenience stores and Franprix-Leader Price;• €27 million in litigation provisions and expense;• €15 million in asset impairment losses;• €2 million in other expense (mainly reflecting a €75 millionnon-recurring expense due to a tax amnesty law in Brazil,partially offset by income from a €69 million indemnitylinked to the termination of an exclusivity clause negotiatedby GPA).

26 IThe net expense of €81 million in 2008Management reportRegistration document 2009 / Casino GroupManagement reportBUSINESS REVIEWmainly included:• €57 million in gains on asset disposals (including €22 millionon the sale of Mercialys shares and €31 million on OPCIproperty disposals);• €16 million in impairment losses;• €19 million in litigation provisions and expense;• €36 million in provisions for contingencies;• €27 million in restructuring provisions and expense, mainlyat Exito;• €27 million in provisions relating to the Exito TRS;• €13 million in other expense (including a €5 million dilutionloss on the Group’s interest in GPA, following a share issue).After other operating income and expense, operating profitamounted to €1,173 million in 2009, down 1.1% from €1,186million in 2008.Profit before taxProfit before tax was up 3.7% to €828 million, from €798million in 2008, after deducting net financial expense of€345 million compared with €387 million in 2008. This totalincludes:• finance costs, net of €343 million, down from €371 millionin 2008. The decrease stemmed mainly from the fall inaverage debt in the international subsidiaries, coupled withthe decline in euro variable interest rates;• other net financial expense of €2 million compared with€16 million in 2008.Profit attributable to equity holdersof the parentIncome tax expense came to €201 million in 2009 comparedwith €217 million in 2008, giving an effective tax rate of 24.3%.After adjustment for non-recurring exceptional items, theeffective tax rate was 27.4% versus 30.6% in 2008.The Group’s share in profits of associates was €6 millioncompared with €14 million in 2008.Profit attributable to minority interests totalled €91 millionin 2009, down slightly from €95 million in 2008.The decrease stemmed mainly from a €17 million adjustmentto the split of Franprix-Leader Price earnings for theperiod 29 April to 31 December 2008 following the Bauddispute ruling. This amount had initially been allocated tominority interests. The adjustment reduced the amount ofprofit attributable to minority interests and increased theamount attributable to equity holders of the parent.Excluding this adjustment, profit attributable to minority interestsrose, primarily as a result of higher income at Mercialysand Exito.In light of these factors, net profit from continuing operationsattributable to equity holders of the parent rose 8.6% to€543 million, from €499 million in 2008.Net profit from discontinued operations attributable toequity holders of the parent amounted to €48 million in 2009,mainly comprising the capital gain on the disposal of Superde Boer at end-2009. In 2008, discontinued operationsgenerated a net loss of €4 million, comprising expensesassociated with business activities disposed of in 2007.Net profit attributable to equity holders of the parent rose19.3% to €591 million from €495 million in 2008.Underlying net profit attributable to equity holders of theparent from continuing operations (1) amounted to €534 million,compared with €538 million in 2008.Cash flowsCash flow declined 4.4% to €1,292 million, compared with€1,356 million in 2008.The change in working capital was €219 million in 2009compared with €(47) million in 2008, driven by a favourabletrend in non-goods working capital. Goods working capitalwas a negative €12 million. The highly adverse impact of the“LME” Act in France concerning supplier payment periodswas offset in 2009 by a reduction in inventories.The Group’s capital spending policy was highly selective in2009. Capital expenditure amounted to €810 million versus€1,222 million in 2008. In France, the Group continuedto expand in the most buoyant, cash-efficient formats.Expansion was stepped up at Franprix and Leader Price,Casino Supermarkets and Monoprix pursued their expansionpolicies. In the international markets, capital expendituredropped in Colombia and Thailand after two years ofsustained expansion.Acquisitions came to €1,020 million, mainly comprising thebuyout of minority interests in Franprix-Leader Price Holdingfor €429 million, the impact of CBD’s acquisition of PontoFrio in Brazil for €124 million, Exito’s buyout of the Carullaminority interest for €77 million and the acquisitions ofshopping centres by Mercialys for €76 million.Disposals amounted to €788 million, mainly comprising thesale of Super de Boer for €395 million as well as the sale ofproperty assets in Colombia for €85 million and in France for€142 million.(1) Adjusted for the impact of other operating income and expense, non-recurring financial items and non-recurring income tax expense/benefits(see Appendix page 27: Reconciliation of reported net profit to underlying net profit).

Registration document 2009 / Casino Group Management reportI 27Financial positionNet debt stood at €4,072 million at 31 December 2009, compared with €4,851 million one year earlier. This substantial reductionstemmed from an improvement in free cash flow generation and the achievement of two thirds of the €1 billion asset disposalprogramme. The net debt to EBITDA (1) ratio fell to 2.2x at end-2009 from 2.5x at end-2008, whilst net debt to equity stood at51.4% compared with 69.0% one year earlier.The Group’s liquidity position was strengthened through the issue of €1.5 billion in bonds during the year. The February 2010bond exchanges improved the Group’s debt profile and lengthened maturities.Equity (before dividend distribution) amounted to €7,916 million at 31 December 2009, compared with €7,031 million oneyear earlier.(1) EBITDA (earnings before interest, taxes, depreciation and amortisation) = trading profit + amortisation and depreciation expense.APPENDIX: RECONCILIATION OF REPORTED NET PROFIT TO UNDERLYING NET PROFITUnderlying net profit corresponds to net profit from continuing operations, adjusted for the impact of other operating incomeand expense (as defined in the “Significant Accounting Policies” section of the notes to the consolidated financial statements),non-recurring financial items and non-recurring income tax expense/benefits.Non-recurring financial items include fair value adjustments to certain financial instruments whose market value may behighly volatile. For example, fair value adjustments to financial instruments that do not qualify for hedge accounting andembedded derivatives indexed to the Casino share price are excluded from underlying profit.Non-recurring income tax expense/benefits correspond to tax effects related directly to the above adjustments and to directnon-recurring tax effects. In other words, the tax on underlying profit before tax is calculated at the standard average tax ratepaid by the Group.Underlying profit is a measure of the Group’s recurring profitability.€ millions 2008 Adjustments 2008(underlying)2009 Adjustments 2009(underlying)Trading profit 1,266 1,266 1,209 1,209Other operating income and expense, net (81) 81 0 (37) 37 0Operating profit 1,186 81 1,266 1,173 37 1,209Finance costs, net (1) (371) 6 (365) (343) 3 (340)Other financial income and expense, net (2) (16) 18 2 (2) 13 11Income tax expense (3) (217) (59) (277) (201) (40) (241)Share of profit of associates 14 14 6 6Profit from continuing operations 595 46 640 633 12 645Attributable to minority interests (4) 95 7 102 91 20 111Attributable to equity holders of the parent 499 39 538 543 (8) 534(1) Finance costs, net are stated before (i) changes in the fair value of the embedded derivative corresponding to the indexation clause on the bondsindexed to the Casino share price and (ii) gains realised on the partial redemption of the bonds. In 2009, these items were respectively an expense of€3 million and income of €0 million (2008: an expense of €21 million and an income of €15 million).(2) Other financial income and expense is stated before changes in the fair value of interest rate derivatives not qualifying for hedge accounting,representing an expense of €13 million in 2009 (2008: €28 million expense) and changes in the fair value of share put and call options, representingincome of €10 million in 2008.(3) Income tax expense is stated before the tax effect of the above adjustments and non-recurring income tax expense/benefits (recognition of tax losscarryforwards, etc.). In other words, the tax on underlying profit before tax is calculated at the standard average tax rate paid by the Group.(4) Minority interests are stated before the above adjustments and, in 2009, before adjustment of profit for the period from 29 April to 31 December 2008initially allocated to minority interests for €17 million and subsequently re-allocated to equity holders of the parent.

28 IBUSINESS REVIEWManagement reportRegistration document 2009 / Casino GroupManagement reportPARENT COMPANY BUSINESS REVIEWPARENT COMPANY BUSINESS REVIEWCasino, Guichard-Perrachon, parent company of the CasinoGroup, is a holding company. Its activities consist of definingand implementing the Group’s development strategy andcoordinating the businesses of the various subsidiaries,acting jointly with their respective management teams. TheCompany also manages a portfolio of brands, designs andmodels licensed to the subsidiaries. In addition, it managesthe Group cash pool in France and is responsible for overseeingthe proper application of Group legal and accountingrules and procedures by the subsidiaries.In 2009, the Company had net revenue of €151.2 millionversus €136.5 million in 2008, corresponding mainly totrademark and banner licence fees and management feesreceived from subsidiaries. The Company derives substantiallyall its net revenue from the French subsidiaries.The Company does not have any specific research anddevelopment activities.FINANCIAL REVIEWThe financial statements are prepared in accordancewith French generally accepted accounting principles asapproved by the degree of 22 June 1999, and with all CRCstandards published after that date.The accounting principles and policies applied to preparethe financial statements are substantially the same as thoseused in the previous year.These principles and policies are described in the notes tothe financial statements, which also include a detailed analysisof the main balance sheet and income statement items,as well as movements during the year.At 31 December 2009, the Company had total assets of€15,210.1 million and equity of €7,124.0 million. Non-currentassets amounted to €9,398.2 million (including €9,342.9million in investments).Total debt stood at €7,292.2 million versus €6,046.9 at31 December 2008, an increase of 20.6%. Net debt stoodat €5,294.9 million versus €4,655.7 million at end-2008,an increase of 13.7%, giving a net-debt-to-equity ratio of74.32%. The increase was mainly due to new bond issues,as the Company raises the funds required to finance its subsidiaries.Details of debt and financial liabilities are providedin note 13 to the parent company financial statements. Nodebt is secured by collateral over the Company’s assets. At31 December 2009, the Company had confirmed undrawnbank lines totalling €1,743.4 million.As required by article L.441-6-1 of the French Commercial Code(Code de commerce), the following table shows a breakdownof trade payables by due date at the year end:Breakdown of trade payables at end-2009 as required by the “LME” law1 to 30 daysbefore the duedate31 to 60 daysbefore the duedate61 to 90 daysbefore the duedateMore than91 days beforethe due datePast dueTotalTrade payables 14,508,519.14Accounts payable 1,735,158.67 3,324,897.27 – – 917,129.65 5,977,185.59Bills payable 1,087,626.28 50,706.04 23,064.89 – – 1,161,397.21Invoices not yet received 7,369,936.34Amounts due to suppliersof non-current assets143,186.95Accounts payable – – – – – 0.00Bills payable 141,034.15 – – – 2,152.80 143,186.95Invoices not yet received 0.00

Registration document 2009 / Casino Group Management reportI 29Operating profit for the year came to €51.5 million versus€54.0 million in 2008.The Company had net financial revenue of €261.3 millionversus €95.8 million in 2008. The figure includes mainly :• €526.9 million in income from investments in subsidiariesand associates versus €257.2 million in 2008 (under theby-laws of Distribution Casino France, Casino Restaurationand L’Immobilière Groupe Casino, the Company records itsshare of each of these companies’ profit for the year in itsincome statement).• €17.6 million in reversals for impairment losses againstLatic.• €7.7 million in reversals of provisions for the risk related tothe redemption price of bonds indexed to the Casino shareprice.• €266.1 millions in net interest expense.• €25.5 million in provisions for impairment of Finovadisshares and €2.2 million for Géant Argentina shares.to €312.8 million versus €149.8 million the previous year.Net exceptional expense amounted to (€26.3) million versus(€77.8) million in 2008. It includes:• €262.8 million in reversals of provisions mainly relating tothe loss on disposal of Finovadis shares and impairment ofMarushka shares.• €18.2 million in other exceptional revenues.• €247.6 million in losses on asset disposals, mainly Finovadisshares for €153.3 million and the contribution ofMarushka shares to Tévir for €76.6 million.• €26.1 million in provision expense.• €33.6 million in other exceptional expense.Profit for the year, before tax, came to €286.5 million versus€72.0 million in 2008.As the parent company of the French tax group, Casino,Guichard-Perrachon recorded a tax benefit of €116.9 millionin 2009, corresponding to the tax saving arising from nettingoff the profit and losses of the companies in the tax group.After taking this benefit into account, net income for the yearwas €403.4 million compared with €155.8 million in 2008.NON-DEDUCTIBLE EXPENSESIn accordance with the disclosures required by Articles 223quater, quinquies - 39-4 and 39-5 of the French General TaxCode (Code général des impôts), no non-deductible expenseswere incurred during the year.DIVIDENDSIncluding retained earnings brought forward from prior years,the sum available for distribution comes to €2,758,967,244.48.The Board is recommending a dividend of €2.65 per ordinaryshare, representing a total amount of €292.5 million.Private shareholders resident in France for tax purposeswill be entitled to claim 40% tax relief on their dividends, inaccordance with Article L. 158-3, paragraph 2, of the FrenchTax Code (Code général des impôts). They may alternativelyelect for liability to the flat rate withholding tax.The dividend will be paid as of 10 May 2010. Dividends onany Casino shares held by the Company on that date will becredited to retained earnings.Dividends paid over the last three years and the related tax credits are as follows:Year Class of shares Number of shares Dividendper shareDividendeligible for40% tax reliefDividendnot eligible for40% tax relief2006• Ordinary shares• Preferred non-voting shares96,798,396 (1)15,124,256€2.15€2.19€2.15€2.19––2007• Ordinary shares• Preferred non-voting shares96,992,416 (2) €2.3015,124,256 (2) €2.34€2.30€2.34––2008• Ordinary shares• Preferred non-voting shares97,769,191 (3) €5.17875 (4) €5.1787514,589,469 (3) €5.21875 (4) €5.21875––(1) Including 112,942 ordinary shares held by the Company.(2) Including 318,989 ordinary shares and 50,091 preferred non-voting shares held by the Company.(3) Including 250,730 ordinary shares and 411 preferred non-voting shares held by the Company(4) At the annual general meeting of 19 May 2009, the shareholders voted to distribute a cash dividend of €2.53 per ordinary share and €2.57 per preferrednon-voting share, plus an additional dividend in the form of Mercialys shares on the basis of one Mercialys share for eight ordinary or preferred nonvotingCasino shares. The per share value of the Mercialys stock dividend is equal to 1/8th of the Mercialys share price on 2 June 2009, i.e. €2.64875.The following table shows the total dividend payout (in € millions) and the payout rate (as a percentage of net profit), over thepast five years:Year 2004 2005 2006 2007 2008Total payout 220.9 232.4 240.9 257.6 283.6Payout rate (% of net profit) 40.5 67.6 40.2 31.6 57.1By law, any dividends which have not been claimed within five years of their payment date will lapse and become the propertyof the French State, in accordance with articles L. 1126-1 and L. 1126-2 of the French Public Property Code (Code général dela propriété des personnes publiques).

30 ISUBSIDIARIES AND ASSOCIATESManagement reportRegistration document 2009 / Casino GroupManagement reportSUBSIDIARIES AND ASSOCIATESTHE BUSINESS PERFORMANCE OF THE MAIN SUBSIDIARIES IS DISCUSSED ON PAGES 9 TO 27. A LIST OF CONSOLIDATEDCOMPANIES IS PROVIDED ON PAGES 142 TO 146. INFORMATION ON CASINO, GUICHARD-PERRACHON’S SUBSIDIARIESAND ASSOCIATES IS PROVIDED ON PAGE 174.LEGAL STRUCTUREIn France, the Group’s business activities are managedthrough various specialised companies:The retailing business is mainly operated by twosubsidiaries:Distribution Casino France, which manages all the hypermarkets,supermarkets and convenience stores in France:• Asinco, which holds the Group’s interests in Franprix/Leader Price: Franprix Holding, Franprix Distribution,Leader Price Holding, Leadis Holding, Figeac, Cogefisd,Sofigep, Sodigestion and H2A.• Codim 2, which operates the Group’s hypermarkets andsupermarkets in Corsica.• Floréal and Casino Carburants, which operate the servicestations on hypermarket/supermarket premises.• Serca, which provides an after-sales service with itssubsidiary Acos (online support).• Casino Vacances, the Group’s travel agency, which distributesits catalogue through the various networks.®• Club Avantages, which manages the S’Miles loyaltyprogramme for Casino, Shell, BHV, Monoprix, GaleriesLafayette, SNCF and Caisse d’Epargne.• Cdiscount (online sales).Monoprix SA, which is 50/50 owned with Galeries Lafayette.The Monoprix Group currently comprises some thirty companies.The Group’s real estate interests are held by:L’Immobilière Groupe Casino, which owns the hypermarketpremises. It has some thirty subsidiaries, including Foréziennede Participations, a real estate holding company andmajority shareholder of Mercialys, a real estate investmentcompany that owns the shopping centres and cafeteriassurrounding the Group’s hypermarkets and supermarkets.Mercialys has the tax status of société d’investissementimmobilier cotée (SIIC ), a French-style REIT, and has beenlisted on Euronext Paris since 14 October 2005. It has eighteensubsidiaries and associates.Plouescadis, which is the parent of some sixty companiesinvolved in property development.The supply chain business is operated by threesubsidiaries:EMC Distribution, the Group’s central purchasing agency.Comacas, which manages store supplies.Easydis, which manages warehousing and transportation ofgoods from warehouses to stores.Support functions are mainly provided throughfour subsidiaries:Casino Services, notably for accounting, legal affairs andfinance.Casino Information Technology for information systems.IGC Services, which provides administrative services, adviceand support to the Group’s real estate companies.Casino Développement, which undertakes feasibility studiesand puts together the technical and administrative applicationsrequired to develop buildings for retail use and services.Other specialised subsidiaries include:Casino Restauration, which operates all the Group’s cafeteriasand its subsidiary R2C, a foodservice company.Banque du Groupe Casino, which manages the Group’s consumerfinance and payment card business.Campus Casino, the Group’s training centre for in-houseand external client use.GreenYellow (formerly KSilicium), a holding company housingthe solar power generation business.The Group’s international business is operated by locallyincorporated companies.

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

32 IManagement reportSUBSIDIARIES AND ASSOCIATESManagement reportRegistration document 2009 / Casino GroupSIMPLIFIED ORGANISATION CHART (at 31 December 2009)Company Business % interestEUROPEFranceDistribution Casino France Group• Distribution Casino FranceRetailing (management of hypermarkets, supermarkets andconvenience stores in mainland France)100.0Floréal Service stations 100.0Casino Carburants Service stations 100.0Casino Vacances Catalogue-based travel sales 100.0Serca After-sales service 100.0Club Avantages Loyalty programme management 98.0Groupe Asinco (Franprix-Leader Price) Holding company 100.0Franprix Holding Retailing 100.0Leader Price Holding Retailing 100.0Franprix Distribution Retailing 100.0Sofigep Retailing 100.0Leadis Holding Retailing 100.0Figeac Retailing 84.0Cogefisd Retailing 84.0Sarjel Retailing 49.0Sodigestion Retailing 60.0H2A Retailing 60.0Cafige Retailing 60.0Cofilead Retailing 60.0Pro Distribution Retailing 49.0• Codim 2 groupRetailing (management of hypermarkets and supermarketsin Corsica through several subsidiaries)100.0Monoprix GroupMonoprix City-centre retailing 50.0Casino Restauration GroupCasino Restauration Foodservice 100.0Restauration Collective Casino – R2C Foodservice 100.0Villa Plancha Foodservice 100.0Casino Entreprise GroupCasino Entreprise Holding company 100.0Cdiscount e-commerce 80.9L’Immobilière Groupe Casino GroupL’Immobilière Groupe Casino Real estate 100.0Sudéco Shopping arcades 100.0Uranie Real estate 100.0La Forézienne de Participations Holding company 100.0Mercialys Real estate (listed company) 51.1IGC Services Provision of administrative services 100.0Onagan Promotion Property development 99.8

Registration document 2009 / Casino Group Management reportI 33Company Business % interestOtherIntexa Investment 97.9Easydis Logistics services 100.0EMC Distribution Central purchasing agency 100.0Comacas Store deliveries 100.0Distridyn Fuel deliveries 50.0Banque du Groupe Casino Consumer finance (in partnership with Cofinoga) 60.0Casino ServicesProvision of legal, accounting and financial servicesto Group companiesCasino Information Technology Information systems management 100.0Plouescadis Real estate holding company 100.0IGC Promotion Property development 100.0GreenYellow (ex Ksilicium) Energy generation holding company 100.0Casino Développement Retail property feasibility studies 100.0dunnhumby France Marketing analysis 50.0C-Store Retailing 50.0PolandMayland Real Estate Sp z.o.o Real estate 100.0SwitzerlandIRTS Provision of services 100.0LuxembourgCasino Ré SA Reinsurance 100.0100.0SOUTH AMERICAArgentinaLibertad SA Retailing 100.0Leader Price Argentina SA Retailing 100.0BrazilCompanhia Brasileira de Distribuição - CBD(Grupo Pão de Açúcar)Retail (listed company) 33.67ColombiaAlmacenes Exito SA Retail (listed company) 54.8UruguayGrupo Disco Uruguay Retailing 62.5Devoto Hermanos SA Retail 96.5VenezuelaCativen SA Retailing 65.69ASIAThailandGroupe Big C Retail 63.2INDIEN OCEANVindémiaRetail (hypermarkets and supermarkets in Reunion,Madagascar, Mayotte, Mauritius and Vietnam)100.0

34 ISHAREHOLDERS PACTSManagement reportRegistration document 2009 / Casino GroupManagement reportSUBSIDIARIES AND ASSOCIATESThe Company is party to several shareholder pacts. Detailsof the main pacts are as follows:MonoprixOn 20 March 2003, Casino and Galeries Lafayette signed anagreement providing for the continuation of their partnershipin Monoprix SA. The 25-year agreement was disclosedto the French Stock Exchange Authorities (Conseil desMarchés Financiers, avis CMF no. 203C0223). It providesfor the delisting of Monoprix (which took place in 2003) andgives each partner an equal number of seats on the MonoprixBoard of Directors, with the Chairman having a castingvote. The chairmanship rotates every three years, after aninitial five-year period during which Philippe Houzé, Chairmanof Galeries Lafayette, continued to act as Chairman.Once Casino’s interest in Monoprix has been raised to 60%,these provisions will lapse. For as long as Galeries Lafayetteholds at least 40% of Monoprix’s capital, it will have the rightto veto any rebranding of Monoprix stores, as well as anyacquisition in excess of €80 million.Casino and Galeries Lafayette have exchanged put and calloptions, as described in note 34.2 to the consolidated financialstatements and note 16 to the parent company financialstatements.The agreement also provides for the non-transferability ofthe shares held by each group, a reciprocal pre-emptiveright, a joint exit right and reciprocal call options in the eventof a change of control.By amendment dated 22 December 2008, Casino and GaleriesLafayette agreed to suspend the exercise of their reciprocalcall and put options on Monoprix shares for three years.Philippe Houzé remains Chairman of the Board of Directorsfor a term of three years until March 2012.Franprix-Leader PriceCall and/or put options have been granted on shares in alarge number of companies that are not wholly-owned bythe Group. The options are exercisable for varying periodsup to 2043 at a price based on the operating profits of thecompanies concerned (see notes 29.1.2 and 34.2 to the consolidatedfinancial statements).Casino has also entered into shareholders’ pacts with someof its partners.Following the Casino Group’s increase in its holdings inFranprix Holding and Leader Price Holding ; the matchingput and call options between the Baud family and the CasinoGroup were renewed in 2004.However, in 2007, when Casino took over the operationalmanagement of Franprix and Leader Price, the minorityshareholders of Leader Price Holding informed Casino thatthey contested the conditions of their replacement as managersof the business and that they intended to exercisetheir put option early. Given the terms of the shareholders’agreement and their mismanagement, the Casino Grouprefutes this position and their right to early exercise of theput option. The arbitration board upheld the Company’sposition in a ruling delivered on 2 July 2009. The board ruledthat Casino had acted legitimately in dismissing the Baudfamily members as managers and that, accordingly, thevalue of the remaining interests in Franprix and Leader Priceheld by the Baud family should be calculated in accordancewith the promises on a multiple of 14 times the average2006 and 2007 earnings of the two companies. Followingthis ruling, on 12 November 2009 Groupe Casino acquiredthe Baud family’s remaining interests in Franprix and LeaderPrice and now holds 100% of both companies.Almacenes Exito (Colombia)In July 1999, Casino entered into a strategic developmentagreement with Almacenes Exito, whereby Casino acquired25% of this company’s share capital and became a benchmarkstrategic partner. In conjunction with the share acquisition,the two partners signed a shareholder pact settingout, amongst other things, their agreement concerning themanagement of the company. The pact was amended inOctober 2005, and between then and 31 December 2006,Casino increased its holding in Almacenes to 38.62%.On 16 January 2007, Casino exercised its right of first refusalover shares sold by one of the local partners and became themajority shareholder on 3 May 2007.On 17 December 2007, Casino signed a new amendment tothe Exito shareholder pact to reflect the stronger relationshipbetween Casino, the majority shareholder, and itsstrategic partners. Under the new agreements, the partnershave given up their put option, thereby releasing Casinofrom its commitment to purchase their interests in Exito. Inaddition, to take account of the new ownership structure,the revised shareholder pact contains new voting rules forappointing directors and for certain other decisions, as wellas provisions simplifying the rules on selling shares andother customary clauses.Disco Uruguay Group (Uruguay)In conjunction with Casino’s September 1998 acquisitionof a stake in Grupo Disco del Uruguay, a shareholder pactwas signed with the founding families covering a period of

Registration document 2009 / Casino Group Management reportI 35five years, renewable once. The pact sets out the basis forthe exercise of joint control by the Casino and the foundingfamilies over the business of the Supermercados Discodel Uruguay subsidiary, with the two partners holding anequal number of seats on the Board. The pact expired inSeptember 2008 and the family shareholders continue tobenefit from put options granted by Casino, exercisable until21 June 2021. These put options are described in note 16 tothe parent company financial statements and note 34.2 tothe consolidated financial statements.Companhia Brasileira de Distribuição - CBD (Brazil),parent company of Grupo Pão de AçúcarIn 2005, the Casino Group entered into a partnership agreementwith the family of Abilio Diniz providing for joint controlover the holding company and CBD. As a result, their shareholderpact was revised.The two shareholders now have equal representation on theBoards of Directors of the holding company and CBD. CBD’sBoard of Directors has fourteen members, including fiverepresenting the Casino Group, five representing the Dinizfamily and four independent directors appointed by mutualagreement of the Casino Group and the Diniz family. AbilioDiniz remains Chairman of CBD and has been appointedChairman of the holding company.All major management decisions are taken by unanimousagreement. Casino and Abilio Diniz have a right of veto overcertain decisions. They appoint the Chief Executive of CBDby mutual agreement.Under the shareholder pact, the Diniz family undertook notto sell its shares in the holding company for nine years, andCasino undertook not to sell its shares for a period of eighteenmonths from July 2005, the date on which joint control wasimplemented. In 2008, Casino exercised its call option overa block of shares representing 5.6% of the voting rights and2.4% of the share capital.After these lock-up periods, each shareholder has a right offirst refusal should the other party wish to sell its shares.The parties have also agreed to a certain number of changesto the pact in 2012 designed to shift the percentage of controlover GPA between them, depending on the circumstances.As of that year, Casino will have the right to appoint theChairman of the holding company. If Casino exercises thisright, the pact allows for a change in the two parties’ respectivepercentage control over the holding company throughthe exercise of call and put options. However, this will notgive rise to any financial commitment binding on the CasinoGroup without its prior agreement.PLEDGED ASSETSAssets pledged by the Company or companies in the Groupdo not represent a material percentage of the Group’s fixedassets (€89 million representing 0.6% of non-current assets).RELATED-PARTY TRANSACTIONSThe Company has relations with all its subsidiaries in itsday-to-day management of the Group. These relations aredescribed on page 28.As a result of the Group’s legal and operational organisationstructure (see page 30), various Group companies may alsohave business relations or provide services to each other.The Company also receives advice from its majority shareholder,Groupe Rallye, through Euris (formerly Groupe Euris),the ultimate holding company, under a strategic advice andassistance contract signed in 2003.The Statutory Auditors’ special report on regulated agreementssigned between the Company and (i) the Chairmanand Chief Executive Officer, (ii) a director, or (iii) a shareholderowning more than 10% of the Company’s voting rights, or inthe case of a corporate shareholder the company controllingthat shareholder, and which were not entered into on arm’slength terms is presented on page 176.Details of related-party transactions can be found in note 36to the consolidated financial statements.

36 IOn 8 January 2010, President Hugo Chavez announced aManagement reportRegistration document 2009 / Casino GroupManagement reportSUBSEQUENT EVENTSdevaluation of the Venezuelan currency and the introductionof two official exchanges rates against the dollar, one atVEF 2.60 for imports of food, pharmaceuticals and otherbasic goods (previously VEF 2.15 since 2005), the other atVEF 4.30 for everything else. This devaluation constitutes anon-adjusting event after the balance sheet date. In accordancewith the accounting policy set out in note 1.5.5 to theconsolidated financial statements, the financial statementsof Venezuelan entities have been translated at the officialexchange rate prevailing on 31 December 2009. Use of thenew rate of VEF 4.30 in the 2009 consolidated financialstatements would have decreased net revenue by about1.5% and would not have had a material impact on tradingprofit (for further details, see note 2.2, page 89, of the notesto the consolidated financial statements.On 17 January 2010, President Hugo Chavez ordered thenationalisation of Exito hypermarkets in Venezuela.The Group is currently in discussions with the Venezuelangovernment to find a solution in the interests of both parties.Casino believes that the nationalisation of its main businessactivities in Venezuela would have a limited impact on earnings,cash flow and financial position.Under IAS 10 “Events after the Balance Sheet Date”, this isan event which is indicative of conditions that arose afterthe balance sheet date (non-adjusting event).On 3 February 2010, Casino successfully completed itsoffer, launched on 26 January, to exchange its 2012 and2013 bonds for a new bond maturing February 2017 andpaying interest equivalent to midswap plus 135 basis points.A total of €888 million worth of the new bonds have beenissued.The exchange offer was highly successful, with qualifyingholders tendering around €1.5 billion in notes, or almosttwice the maximum acceptance amount.It has reduced bond redemptions due in 2012 and 2013 by,respectively, €440 million and €354 million, thereby improvingthe Group’s debt profile and lengthening maturities.

Registration document 2009 / Casino Group Management reportI 37OUTLOOK FOR 2010 AND CONCLUSIONCasino has robust fundamentals to support its futuredevelopment:• A favourable business mix in France, with a strong focuson convenience and discount formats and a leading positionin B to C e-commerce.• French leader in private label goods.• Leading positions in high-potential international markets.• Recognised expertise in property value creation.The Group will continue to improve its operational efficiencythrough further cost cuts and inventory reductions coupledwith a selective capital spending policy.Casino will continue with its €1 billion asset disposal programmeand confirms its target of a net debt to EBITDA ratioof less than 2.2x at end-2010.In France, the Group intends to increase its market share byimproving the price-competitiveness of its banners throughreinvestment of purchasing gains and stepping up expansionof its convenience and discount formats.In the international markets, the Group’s quality assets inhigh-potential countries should deliver strong, profitablegrowth in 2010.These forward-looking statements are based on what theGroup believes to be reasonable assumptions, but are notan indication of future profits. They are subject to the risksand uncertainties inherent in the Group’s businesses thatcould cause actual results to differ materially from the targetsand outlook provided above.SHARE CAPITAL AND SHAREOWNERSHIPSHARE CAPITALAs of 31 December 2009, the share capital amounted to€168,852,310.11 divided into 110,360,987 shares each witha par value of €1.53. It was unchanged at 28 February 2010.TREASURY SHARES - AUTHORISATION TO TRADEIN COMPANY SHARESOn 19 May 2009, shareholders authorised the Board ofDirectors to purchase shares of the Company’s ordinaryand/or preferred non-voting stock in accordance with theprovisions of Articles L. 225-209 et seq. of the French CommercialCode (Code de commerce) notably for the followingpurposes:• To maintain a liquid market in the Company’s shares throughmarket-making transactions carried out by an independentinvestment services provider acting in the name and onbehalf of the Company under a liquidity contract that complieswith a code of ethics approved by the French securitiesregulator (Autorité des Marchés Financiers).• To allocate shares (i) on exercise of stock options grantedby the Company pursuant to Articles L.225-177 et seq.of the French Commercial Code (Code de commerce), (ii)under an employee stock ownership plan governed byArticles L.3332-1 et seq. of the French Labour Code (Codedu travail) or (iii) in connection with share grants governedby Articles L.225-197-1 et seq. of the French CommercialCode (Code de commerce).• To allot shares upon exercise of rights attached to securitiesredeemable, convertible, exchangeable or otherwiseexercisable for shares.• To keep shares for subsequent delivery in payment orexchange for shares of another company in accordancewith market practices approved by the French securitiesregulator (Autorité des Marchés Financiers).• To cancel shares, in order to increase earnings per share;

38 ITo implement any other market practices authorised inManagement reportRegistration document 2009 / Casino GroupManagement reportSHARE CAPITAL AND SHARE OWNERSHIP•the future by the French securities regulator (Autorité desMarchés Financiers) and, generally, to carry out any transactionallowed under current legislation.The shares may be purchased, sold, transferred or exchangedby any method, including through block trades or othertransactions carried out on the regulated market or over-thecounter. The authorised methods include the use of anyderivative financial instruments traded on the regulatedmarket or over-the-counter and of option strategies, on thebasis authorised by the competent securities regulators,provided that the use of such instruments does not significantlyincrease the shares’ volatility. The shares may alsobe used for stock lending transactions in accordance withArticles L.432-6 et seq. of the French Monetary and FinancialCode (Code monétaire et financier).The maximum authorised purchase price is €100 per ordinaryshare and €90 per preferred non-voting share.Transactions carried out in 2009 anduntil 28 February 2010Liquidity contract for ordinary sharesIn February 2005, Casino mandated Rothschild & Cie Banqueto implement a liquidity contract to ensure a wide marketand regular quotations for its ordinary shares. The contractcomplies with the Code of Conduct of the AssociationFrançaise des Marchés Financiers (AMAFI) approved by theFrench securities regulator (Autorité des Marchés Financiers)on 1 October 2008. Casino allocated 700,000 ordinaryshares and the sum of €40 million to the liquidity account.A total of 4,863,851 ordinary shares were purchased in2009 at an average price per share of €50.29, and 4,863,851shares were sold at an average price per share of €50.79. At31 December 2009, the liquidity account held no ordinaryshares and the sum of €91 million.From 1 January to 28 February 2010, a total of 555,286ordinary shares were purchased at an average price pershare of €60.57, and 167,786 shares were sold at an averageprice per share of €62.00. At 28 February 2010, the liquidityaccount held 387,500 ordinary shares and the sum of €90.7million.Liquidity contract for preferrednon-voting sharesFollowing the conversion of preferred non-voting shares intoordinary shares approved at the annual general meeting andspecial class meeting held on 19 May 2009, the Group neededto promote liquidity and regular price quotations in thepreferred non-voting shares for the purpose of managingfractional rights. Consequently, in May 2009 the Companymandated Rothschild & Cie Banque to implement a liquiditycontract for the preferred non-voting shares. Under the contract,Rothschild & Cie Banque was not required to make amarket in the shares but simply to act as counterparty in themarket up to a maximum of 300 shares per transaction untilsuch time as the conversion of preferred non-voting sharesinto ordinary shares was completed. The contract complieswith the Code of Conduct of the Association Française desMarchés Financiers (AMAFI) approved by the French securitiesregulator (Autorité des Marchés Financiers) on 1 October2008. Casino allocated 411 preferred non-voting shares andthe sum of €1 million to the liquidity account.A total of 15,202 preferred non-voting shares were purchasedin 2009 at an average price per share of €43.56, and15,607 preferred non-voting shares were sold at an averageprice per share of €43.64.On 15 June 2009, when the conversion was completed onthe basis of seven preferred non-voting shares for six ordinaryshares, there were six preferred non-voting sharesremaining on the liquidity account. The Company renouncedits rights over these shares and they were cancelled on thedate of conversion.Call options to cover options to purchaseexisting shares of Casino stockCall optionsSince 2005, to cover part of the stock option plans granted,Casino has purchased call options on ordinary shares withthe same attributes (number, price and final exercise date)as the stock options granted to employees and officersunder the plans.No call options were exercised in 2009 and 141,029 werecancelled after a corresponding number of stock optionswere cancelled when the grantees left the company. Premiumsreceived totalled €0.21 million. 943,046 call optionslapsed during the year without being exercised.In June 2009, the number and exercise price of the calls outstandingwere adjusted pursuant to the payment of a part ofCasino’s 2008 dividend in Mercialys shares.From 1 January to 28 February 2010, 2,466 calls wereexercised and 12,444 were cancelled after a correspondingnumber of stock options were cancelled when the granteesleft the company. Premiums received totalled €0.36 million.The following table shows the attributes of the call optionspurchased as well as transactions carried out during 2009and from 1 January to 28 February 2010:

40 IAt the year-end, the company owned 85,030 ordinary sharesManagement reportRegistration document 2009 / Casino GroupManagement reportSHARE CAPITAL AND SHARE OWNERSHIP(purchase cost: €4.4 million) with a par value of €1.53, representing0.08% of the share capital. Based on closing priceson 31 December 2009 (€62.53), their market value totalled€5.3 million.At 28 February 2010, the company owned 474,996 ordinaryshares (purchase cost: €27.8 million) with a par value of€1.53, representing 0.43% of the share capital. Based onclosing prices on 26 February 2010 (€59.11), their marketvalue totalled €28.1 million.They have been allocated as follows:• 387,500 ordinary shares to the liquidity contract;• 85,030 ordinary shares to cover stock option, share ownershipor stock grant plans for employees and officers of theGroup.• 2,466 ordinary shares for cancellation.On 31 December 2009, Germinal SNC, an indirectly whollyownedsubsidiary, held 928 ordinary shares.At the Annual General Meeting of 29 April 2010, shareholderswill be asked to renew the authorisation for the Board ofDirectors to purchase Company shares pursuant to ArticleL. 225-209 of the French Commercial Code (Code de commerce),notably for the following purposes:• To maintain a liquid market in the Company’s sharesthrough market-making transactions carried out by anindependent investment services provider acting in thename and on behalf of the Company under a liquiditycontract that complies with a code of ethics approvedby the French securities regulator (Autorité des MarchésFinanciers).• To implement stock option plans pursuant to ArticlesL.225-177 et seq. of the French Commercial Code (Code decommerce), employee savings plans pursuant to ArticlesL.3332-1 et seq. of the French Labour Code (Code de travail)and share grants pursuant to Articles L.225-197-1 et seq.of the French Commercial Code (Code de commerce);• To allot shares upon exercise of rights attached to securitiesredeemable, convertible, exchangeable or otherwiseexercisable for shares.• To keep shares for subsequent delivery in payment orexchange for shares of another company in accordancewith market practices approved by the French securitiesregulator (Autorité des Marchés Financiers).• To cancel shares, in order to increase earnings per share.• To implement any other market practices authorised inthe future by the French securities regulator (Autorité desMarchés Financiers) and, generally, to carry out any transactionallowed under current legislation.The shares may be purchased, sold, transferred or exchangedby any method, including through block trades or othertransactions carried out on the regulated market or over-thecounter. The authorised methods include the use of anyderivative financial instruments traded on the regulatedmarket or over-the-counter and of option strategies, on thebasis authorised by the competent securities regulators,provided that the use of such instruments does not significantlyincrease the shares’ volatility. The shares may also beused for stock lending transactions in accordance with ArticlesL.432-6 et seq. of the French Monetary and FinancialCode (Code monétaire et financier).The maximum authorised purchase price will be €100 perordinary share.The use of this authorisation may not have the effect ofincreasing the number of shares held in treasury to morethan 10% of the total number of shares outstanding. Basedon the number of shares outstanding on 28 February 2010,less the 475,924 shares held in treasury at that date, andassuming that the shares held in treasury are not cancelledor sold, the maximum limit is 10,560,174 shares. The maximumamount that may be invested in the share buybackprogramme is therefore €1,056.02 million.The authorisation will be valid for a period of eighteen months.At the Annual General Meeting of 19 May 2009, the shareholdersrenewed their authorisation for the Board of Directorsto reduce the share capital by cancelling treasury shares fora period of 36 months until 18 May 2012.SHARE CAPITAL AUTHORISEDBUT NOT YET ISSUEDAt their Annual General Meetings of 31 May 2007, 29 May2008 and 19 May 2009, the shareholders granted the Boardof Directors various authorisations to increase the sharecapital and make share grants to Group employees andofficers for the purpose of raising funds in the market tofinance the Group’s future growth and improve its financialposition. These authorisations are summarised in the tablebelow:

Registration document 2009 / Casino Group Management reportI 41TransactionsMaximumamountTerms andconditionsDate ofautorisationTermExpiryCapital increase by issuing shares or securitiescarrying rights to new or existing shares of thecompany or existing shares of any companyin which it directly or indirectly owns more than50% of the share capital or to debt securities,with pre-emptive rights in the case of newshare issues€150 million (1) (2) with PE* 19 May 2009 26 months 18 July 2011Capital increase by issuing shares or securitiescarrying rights to new or existing shares of thecompany or existing shares of any companyin which it directly or indirectly owns more than50% of the share capital or to debt securities,without pre-emptive rights in the case of newshare issues€150 million (1) (2) without PE* 19 May 2009 26 months 18 July 2011Capital increase by capitalising reserves, earnings,share premiums or other capitalisable sums€150 million (1) – 19 May 2009 26 months 18 July 2011Capital increase by issuing shares or shareequivalents to pay for contributions in kindmade to the Company comprising shares or shareequivalents10% of the sharecapital (1) without PE* 19 May 2009 26 months 18 July 2011Capital increase by issuing shares or shareequivalents in the event of a share exchangeoffer initiated by Casino, Guichard-Perrachonfor the share of another listed company€150 million (2) without PE* 19 May 2009 26 months 18 July 2011Issuance of stock warrants, with or withoutconsideration, to shareholders that are exercisableat a discount to market price, while a takeoverbid for the Company is in progress.€150 million – 19 May 2009 18 months18 November2010Capital increase by issuing shares to employeeswho are members of an employee share ownershipplan provided by the Company or related companiesStock option grants to employees and officersof the Company and related companies.Share grants of new or existing ordinary sharesto employees and officers of the Company andrelated companies5% of the totalnumber of sharesoutstanding at thetime of issuance5% of the totalnumber of sharesoutstanding at thetime of issuance2% of the totalnumber of sharesoutstanding at thetime of issuancewithout PE* 19 May 2009 26 months 18 July 2011without PE* 31 May 2007 38 months 30 July 2010without PE* 29 May 2008 38 months 28 July 2011* PE = pre-emptive subscription rights(1) The aggregate par value of the shares which may be issued, immediately or in the future, pursuant to the above authorisations, may not exceed€150 million.The total amount of debt securities that may be issued, immediately or in the future, pursuant to the above authorisations, may not exceed €2 billionor its equivalent value in other currencies or monetary units based on a basket of currencies.(2) The total amount of debt securities that may be issued, immediately or in the future, pursuant to the above authorisations, may not exceed €2 billionor its equivalent value in other currencies or monetary units based on a basket of currencies.

42 IAt the Annual General Meeting of 29 April 2010, the shareholders will be asked to renew the authorisation to make stockManagement reportRegistration document 2009 / Casino GroupManagement reportSHARE CAPITAL AND SHARE OWNERSHIPoption grants to employees and officers of the company or related companies, which expires on 30 July 2010.The shareholders will also be asked to authorise the Board of Directors to issue, without pre-emptive rights, shares or securitiescarrying immediate or deferred rights to new or existing shares of the Company or existing shares of any company in whichit directly or indirectly holds more than 50% of the share capital, or to debt securities, by way of placement with the personsreferred to in Article L.411-2 II of the French Monetary and Financial Code (Code monétaire et financier).The Board of Directors used these authorisations as follows:• A total of 54,497 stock options exercisable for new ordinary shares were granted in 2007, 544,362 were granted in 2008 and109,753 were granted in 2009, in accordance with the authorisation granted by extraordinary resolution of the shareholdersat the Annual General Meeting of 31 May 2007 (see paragraph below on “Stock equivalents”).• Share grants totalling 60,800 ordinary shares were made in 2008 and 524,736 were made in 2009, in accordance with theauthorisation granted by extraordinary resolution of the shareholders at the Annual General Meeting of 29 May 2008 (seeparagraph below on “Stock equivalents”).STOCK EQUIVALENTSOptions to purchase new sharesSince 1990, the Group has introduced several stock option plans for officers and employees. Details of all stock optionplans that expired in 2009 and those valid at 28 February 2010 are shown below. No executive officers have receivedstock options.Grant dateInitial exercisedateExpiry dateOriginalnumber ofgranteesSubscriptionprice (€)Numberof optionsgrantedNumberof optionsexercisedNumberof optionscancelled orlapsedNumberof optionsoutstanding9 Dec. 2003 9 Dec. 2006 8 June 2009 454 77.11 49,266 59 49,207 –8 April 2004 8 April 2007 7 Oct. 2009 1,920 78.21 679,332 7,450 671,882 –9 Dec. 2004 9 Dec. 2007 8 June 2010 408 59.01 78,527 3,341 38,882 36,30426 May 2005 25 May 2008 25 Nov. 2010 275 57.76 318,643 7,263 108,100 203,2808 Dec. 2005 8 Dec. 2008 7 June 2011 413 56.31 50,281 169 16,870 33,24213 April 2006 13 April 2009 12 Oct. 2011 317 58.16 354,360 – 133,175 221,18515 Dec. 2006 15 Dec. 2009 14 June 2012 504 69.65 53,708 – 21,234 32,47413 April 2007 13 Oct. 2010 12 Oct. 2012 351 75.75 362,749 – 108,430 254,3197 Dec. 2007 7 June 2011 6 June 2013 576 74.98 54,497 – 12,726 41,77114 April 2008 14 Oct. 2011 13 Oct. 2013 415 76.72 434,361 – 88,901 345,4605 Dec. 2008 5 June 2012 4 June 2014 633 49.02 109,001 – 7,226 101,77522 Dec. 2008 22 June 2012 21 June 2014 1 47.19 1,000 – 1,000 08 April 2009 8 Oct. 2012 7 Oct. 2014 33 49.47 37,150 – 1,000 36,1504 Dec. 2009 4 June 2013 3 June 2015 559 57.18 72,603 – 558 72,045Share grantsPursuant to the provisions of articles L.225-197-1 et seq. of the French Commercial Code (Code de commerce), the Companyhas made share grants to employees of Group companies. Details of the share grant plans valid at 28 February 2010 areshown below. No executive officers have received share grants.

Registration document 2009 / Casino Group Management reportI 43GrantdateVestingdateDate from whichthe sharesmay be soldNumberof granteesTo ExecutiveOfficersNumber of shares grantedTo the top tengrantees (*)Total adjusted numberof shares granted at 28February 2010 (1)13 April 2007 13 Oct. 2010 13 Oct. 2012 786 – 22,133 52,832 (2)13 April 2007 13 Oct. 2010 13 Oct. 2012 32 – 3,450 1,925 (3)13 April 2007 13 Oct. 2010 13 Oct. 2012 14 – 3,440 3,720 (4)7 Dec. 2007 7 Dec. 2010 7 Dec. 2012 8 – 29,602 27,468 (5)14 April 2008 14 Oct. 2011 14 Oct. 2013 821 – 31,550 150,688 (6)14 April 2008 14 Oct. 2011 14 Oct. 2013 18 – 3,760 3,640 (4)14 April 2008 14 Oct. 2011 14 Oct. 2013 64 – 7,810 5,365 (7)14 April 2008 14 April 2011 14 Oct. 2013 1 – 6,517 6,517 (5)14 April 2008 14 April 2010 14 Oct. 2013 1 – 1,500 1,500 (5)29 Oct. 2008 29 Oct. 2010 29 Oct. 2012 35 – 59,800 52,300 (5)5 Dec. 2008 5 Dec. 2011 5 Dec. 2013 1 – 500 500 (5)22 Dec. 2008 22 Dec. 2011 22 Dec. 2013 1 – 500 0 (5)8 April 2009 8 Oct. 2011 8 Oct. 2013 1,017 – 87,900 452,650 (6)8 April 2009 8 Oct. 2011 8 Oct. 2013 21 – 4,410 5,350 (4)8 April 2009 8 Oct. 2011 8 Oct. 2013 67 – 7,260 8,960 (8)8 April 2009 8 April 2011 8 April 2013 1 – 8,000 8,000 (5)4 Dec. 2009 4 Dec. 2012 4 Dec. 2014 3 – 24,463 24,463 (5)(*) At inception(1) Number of shares granted at inception less those cancelled when the grantees left the company.(2) The share grants are contingent upon the grantees remaining with the company until the vesting date and upon achievement of a performance targetbased on organic sales growth on a comparable basis over two years of French operations that are fully or proportionately consolidated includingMonoprix but excluding Vindémia.(3) The grantees are employees and officers of the Monoprix group. The share grants are contingent upon the grantees remaining with the company untilthe vesting date and upon achievement of two performance targets measured at the end of 2007 and 2008. The targets are EBIT (before assetdisposals) and net debt (before dividends paid as of 1 January 2007).(4) The grantees are employees and officers of the Codim 2 group. The share grants are contingent upon the grantees remaining with the company untilthe vesting date and upon achievement of a performance target based on Codim 2 organic sales growth on a comparable basis over two years.(5) The share grants are contingent upon the grantees remaining with the company until the vesting date.(6) The share grants are contingent upon the grantees remaining with the company until the vesting date and upon achievement of a performance targetbased on organic sales growth on a comparable basis over two years of French operations that are fully or proportionately consolidated includingFranprix-Leader Price and Monoprix but excluding Vindémia.(7) The grantees are employees and officers of the Monoprix group. The share grants are contingent upon the grantees remaining with the company untilthe vesting date and upon achievement of two Monoprix performance targets measured at the end of 2008 and 2009. The targets are EBIT (beforeasset disposals) and net debt (before dividends paid as of 1 January 2008).(8) The grantees are employees and officers of the Monoprix group. The share grants are contingent upon the grantees remaining with the company untilthe vesting date and upon achievement of a performance target based on Monoprix organic sales growth on a comparable basis over two years.

44 IOn 13 April 2009, 65,469 new ordinary shares vested under the 13 April 2006 plan and on 31 May 2009, 11,700 new ordinaryManagement reportRegistration document 2009 / Casino GroupManagement reportSHARE CAPITAL AND SHARE OWNERSHIPshares vested under the 31 May 2007 plan.The shares granted under the 13 April 2006 plan were subject to the grantees remaining with the company until the vestingdate and on achievement of an annual performance target which determines the percentage of shares that vest each year,the total number of vested shares being equal to the average of the annual awards made. The performance target was basedon organic sales growth on a comparable basis of French operations that are fully or proportionately consolidated excludingMonoprix and Vindémia. For hypermarket and supermarket managers, store performance was also a criteria.The shares granted under the 31 May 2007 plan were contingent only upon the grantees remaining with the company untilthe vesting date.POTENTIAL NUMBER OF SHARESThe potential number of shares at 28 February 2010 is as follows:Number of shares as of 28 February 2010 110,360,987Stock options 1,378,005Share grants 805,878Potential shares outstanding 112,544,870The number of shares could therefore be increased by 1.98%, representing 1.94% potential dilution of the existingshare base.CHANGE IN SHARE CAPITAL OVER THE LAST FIVE YEARS1 January 2005to 28 February 2010Number of sharesissued/cancelledIncrease/(decrease)in share capital (in €)Share capital(in €)Total number of shares in issueOrdinary Preferred Par value Premium Ordinary Preferred Total2005• Exercise of B warrants• Absorption of subsidiaries• Payment of dividends in shares518553,296,553–––792.5484.155,043,726.0969,137.463,886.72160,146,544.74166,167,925.11166,168,009.26171,211,735.3593,477,93193,477,98696,774,53915,128,55615,128,55615,128,556108,606,487108,606,542111,903,0952006• Stock options• Exercise of C warrants• Absorption of subsidiaries• Cancellation of preferred stock19,4204,35978–––(4,300)29,712.606,669.27119.34(6,579.00)1,154,022.20393,486.934,763.53(199,803.80)171,241,447.95171,248,117.22171,248,236.56171,241,657.5696,793,95996,798,31896,798,39696,798,39615,128,55615,128,55615,128,55615,124,256111,922,515111,926,874111,926,952111,922,6522007• Stock options• Cancellation of ordinary shares295,234(101,214)––451,708.02(154,857.42)17,558,341.017,005,481.54171,693,365.58171,538,508.1697,093,63096,992,41615,124,25615,124,256112,217,886112,116,6722008• Stock options• Absorption of subsidiaries• Cancellation of preferred stock• Cancellation of ordinary shares• Creation of Emily 2 employeeshare ownership plan278,22242–(301,489)800,000(534,787)–425,679.6664.26(818,224.11)(461,278.17)1,224,000.0016,744,735.283,005.15(23,163,161.80)(20,984,265.02)35,720,000.00171,964,187.82171,964,252.08171,146,027.97170,684,749.80171,908,749.8097,270,63897,270,68097,270,68096,969,19197,769,19115,124,25615,124,25614,589,46914,589,46914,589,469112,394,894112,394,936111,860,149111,558,660112,358,6602009• Stock grants• Conversion of preferredto ordinary shares*• Stock options77,16912,505,2549,373––(14,589,469)–118,068.57(3,188,848.95)14,340.69(118,068.57)3,188,848.95529,881.24172,026,818.37168,837,969.42168,852,310.1197,846 360110,351 614110,360 98714,589,469––112,435,829110,351,614110,360,9872010• Stock options – – – – 168,852,310.11 10,360 987 – 110,360,987

Registration document 2009 / Casino Group Management reportI 45OWNERSHIP OF SHARE CAPITAL AND VOTING RIGHTSAs of 31 December 2009, a total of 162,346,146 voting rights were attached to the 110,275,029 ordinary shares in issue. Thedifference between these two figures is due to the fact that certain registered shares carry double voting rights (see “Votingrights” on page 244). It also reflects the fact that Casino shares held directly or indirectly by the Company are stripped ofvoting rights.Taking account of the gain or loss of double voting rights by some shareholders since 1 January 2010 and the number oftreasury shares, a total of 161,879,782 voting rights were attached to the 109,885,063 voting ordinary shares in issue as of28 February 2010.Casino, Guichard-Perrachon is controlled, directly and indirectly, by Euris. The diagram below shows the Company’s positionwithin the Group as of 28 February 2010:Euris (1)92.35% (2)Finatis89.20% (3)Foncière Euris57.67% (4)Rallye48.62% (5)Casino, Guichard-PerrachonListed company(1) Euris is controlled by Jean-Charles Naouri.(2) 92.55% of the voting rights.(3) 91.99% of the voting rights.(4) 72.79% of the voting rights.(5) 60.91% of the voting rights.The table below shows the ownership of share capital and voting rights as of 31 December 2007, 2008 and 2009, and as of 28February 2010:2007 Ordinary shares Preferred non-voting Total shares Voting rights (*)number % number % number % number %Public 41,776,152 43.1 8,774,968 58.0 50,551,120 45.1 45,316,945 31.0Registered 3,655,480 3.8 101,607 0.7 3,757,087 3.4 7,196,273 4.9Bearer 38,120,672 39.3 8,673,361 57.3 46,794,033 41.7 38,120,672 26.0Rallye Group 48,576,713 50.1 6,029,447 39.9 54,606,160 48.7 92,387,873 63.1Galeries Lafayette 2,049,747 2.1 – – 2,049,747 1.8 2,985,505 2.0CNP Group 1,915,777 2.0 254,430 1.7 2,170,207 1.9 1,915,777 1.3Employee share ownership plan 2,323,845 2.4 65,000 0.4 2,388,845 2.1 3,800,055 2.6Treasury stock 350,182 0.4 411 – 350,593 0.3 – –Total 96,992,416 100.0 15,124,256 100.0 112,116,672 100.0 146,406,155 100.02008 Ordinary shares Preferred non-voting Total shares Voting rights (*)number % number % number % number %Public 42,909,874 43.9 7,574,363 51.9 50,484,237 45.1 46,131,488 30.8Registered 3,447,845 3.5 102,071 0.7 3,549,916 3.4 6,669,459 4.5Bearer 39,462,029 40.4 7,472,292 51.2 46,934,321 41.7 39,462,029 26.4Rallye Group 47,876,713 49.0 6,695,265 45.9 54,571,978 48.7 92,338,411 61.7Galeries Lafayette 2,049,747 2.1 – – 2,049,747 1.8 2,985,505 2.0CNP Group 1,895,337 1.9 254,430 1.7 2,149,767 1.9 3,790,674 2.5Employee share ownership plan 2,961,248 3.0 65,000 0.4 3,026,248 2.7 4,323,335 2.9Treasury stock 76,272 0.1 411 – 76,683 0.1 – –Total 97,769,191 100.0 14,589,469 100.0 112,358,660 100.0 149,569,413 100.0

46 I31 December 2009 Ordinary shares Preferred non-voting Total shares Voting rights (*)Management reportRegistration document 2009 / Casino GroupManagement reportSHARE CAPITAL AND SHARE OWNERSHIPnumber % number % number % number %Public 49,703,303 45.0 – – 49,703,303 45.0 52,664,256 32.4Registered 3,626,096 3.3 – – 3,626,096 3.3 6,587,049 4.1Bearer 46,077,207 41.8 – – 46,077,207 41.8 46,077,207 28.4Rallye Group (1) 53,653,315 48.6 – – 53,653,315 48.6 98,598,796 60.7Galeries Lafayette 2,049,747 1.9 – – 2,049,747 1.9 2,985,505 1.8CNP Group 1,887,957 1.7 – – 1,887,957 1.7 3,775,914 2.3Employee share ownership plan 2,980,707 2.7 – – 2,980,707 2.7 4,321,675 2.7Treasury stock (2) 85,958 0.1 – – 85,958 0.1 – –Total 110,360,987 100.0 – – 110,360,987 100.0 162,346,146 100.028 february 2010 Ordinary shares Preferred non-voting Total shares Voting rights (*)number % number % number % number %Public 49,340,903 44.7 – – 49,340,903 44.7 52,225,562 32.3Registered 3,551,169 3.2 – – 3,551,169 3.2 6,435,828 4.0Bearer 45,789,734 41.5 – – 45,789,734 41.5 45,789,734 28.3Rallye Group (1) 53,653,315 48.6 – – 53,653,315 48.6 98,598,796 60.9Galeries Lafayette 2,049,747 1.9 – – 2,049,747 1.9 2,985,505 1.8CNP Group 1,887,957 1.7 – – 1,887,957 1.7 3,775,914 2.3Employee share ownership plan 2,953,141 2.7 – – 2,953,141 2.7 4,294,005 2.7Treasury stock (2) 475,924 0.4 – – 475,924 0.4 – –Total 110,360,987 100.0 – – 110,360,987 100.0 161,879,782 100.0(*) Rights to vote in Annual General Meetings, which are not the same as the voting rights published under France’s disclosure threshold rules. When themonthly disclosures of total voting rights and shares are made, the number of voting rights is calculated, in compliance with Article 223-11 of theAMF’s General Rules and Regulations, on the basis of all the shares carrying voting rights, including shares held in treasury, whose voting rights maynot be exercised in Annual General Meetings.(1) At 31 December 2009, Rallye SA held 10.5% of the share capital representing 13.3% of the voting rights directly, and 38.1% of the share capital representing47.5% of the voting rights indirectly via six subsidiaries, five of which own over 5% of the share capital and voting rights: Alpétrol with11.2% of the share capital and 15.2% of the voting rights, Habitation Moderne de Boulogne with 6.7% of the share capital and 7.9% of the votingrights, Kerrous with 6.5% of the share capital and 8.3% of the voting rights, Cobivia with 5.1% of the share capital and 6.8% of the voting rights, andOmnium de Commerce et de Participations with 5.1% of the share capital and 6.9% of the voting rights.At 28 February 2010, Rallye SA held 10.5% of the share capital representing 13.3% of the voting rights directly, and 38.1% of the share capital representing47.6% of the voting rights indirectly via six subsidiaries, five of which own over 5% of the share capital and voting rights: Alpétrol with11.2% of the share capital and 15.3% of the voting rights, Habitation Moderne de Boulogne with 6.7% of the share capital and 7.9% of the votingrights, Kerrous with 6.5% of the share capital and 8.3% of the voting rights, Cobivia with 5.1% of the share capital and 6.9% of the voting rights, andOmnium de Commerce et de Participations with 5.1% of the share capital and 6.9% of the voting rights.(2) Casino holds a certain amount of treasury stock directly, purchased either to meet its commitments under executive and employee stock optionplans (see page 62) or under the liquidity contract (see page 38). At 31 December 2009, Germinal, a wholly-owned subsidiary of Casino, held 928ordinary shares representing 0.0008% of the share capital at that date.Through the Group’s employee share ownership plan, Group employees owned 2,980,707 ordinary shares on 31 December2009, representing 2.7% of the share capital and voting rights.On 26 February 2010, the Company conducted a survey of holders of bearer ordinary shares. The survey identified 63,555shareholders or nominees, together holding 48,884,532 ordinary shares, representing 44.30% of the share capital.

Registration document 2009 / Casino Group Management reportI 47The number of Casino shareholders is estimated at approx. 70,000 (source: survey of identifiable holders of bearer sharescarried out on 26 February 2010, and shareholders’ register).To the best of the Company’s knowledge, no shareholder other than those listed above holds over 5% of the Company’s sharecapital or voting rights.Between 1 January 2009 and 28 February 2010, the following shareholders disclosed a notifiable interest to the AMF:ShareholderDateof disclosureDirectionNumber of sharesand voting rights disclosedOrdinarysharesPreferrednon-voting% of thesharecapital (1)% ofvotingrights (1)AMFreferenceRallye 15 Jan. 2009 Increase 15,370,527 24,870,329 13.39 15.34 209C0884Rallye 18 Nov. 2009 Decrease 11,629,447 21,556,252 10.54 13.27 209C1415(1) Based on information provided by the Company pursuant to article L. 233-8 of the French Commercial Code (Code de commerce) and articleL. 223-16 of the AMF’s General Rules and Regulations on the date of disclosure. However, the total number of voting rights published monthly iscalculated, in compliance with article L. 223-11 of the AMF’s General Rules and Regulations, on the basis of all the shares carrying potential votingrights, including shares held in treasury, whose voting rights may not be exercised in Annual General Meetings.As of 31 December 2009, 15,743,989 ordinary shares had been pledged by their holders. The table below shows details ofordinary shares and preferred non-voting shares pledged by the Rallye Group to secure various credit facilities:BeneficiaryDate of initialpledgeExpiry dateConditions forrelease of pledgeNumber of sharespledged% share capitalpledgedCrédit Agricole Group (1) July 2006 February 2014 (2) 5,194,904 4.71HSBC (1) May 2007 June 2012 (2) 2,070,394 1.88Rabobank July 2007 July 2012 (2) 3,246,753 2.94Deutsche Bank October 2006 October 2011 (2) 2,153,387 1.95Crédit Suisse May 2008 May 2011 (2) 1,600,000 1.45Bayerische Landesbank January 2007 January 2012 (2) 1,058,631 0.96Other banks (1) December 2006 March 2014 (2) 374,009 0.34Total 15,698,078 14.23(2) On repayment or maturity of the facility.To the best of the Company’s knowledge, there are no shareholder pacts involving the Company’s shares.As of 31 December 2009, Casino shares held directly by members of the Board of Directors represented 5.10% of the sharecapital and 6.94% of the voting rights in annual meetings. As of the same date, 48.62% of the share capital and 60.74% of thevoting rights were controlled directly or indirectly by these members.As of 28 February 2010, Casino shares held directly by members of the Board of Directors represented 5.10% of the sharecapital and 6.96% of the voting rights in annual meetings. As of the same date, 48.62% of the share capital and 60.92% of thevoting rights were controlled directly or indirectly by these members.

48 IThe following table presents transactions disclosed to the Company by directors and related parties from 1 January 2009Management reportRegistration document 2009 / Casino GroupManagement reportSHARE CAPITAL AND SHARE OWNERSHIPto 28 February 2010:Date Shareholder Purchase/sale Financial instrument Number ofinstrumentsAmount(in €)29 Jan. 2009 Foncière Euris, Director Purchase29 Jan. 2009 Foncière Euris, Director PurchaseCall spreads onordinary sharesCall spreads onordinary shares291,881 1,108,498291,881 1,129,49823 Feb. 2009 Pierre Giacometti, Director Purchase Ordinary shares 300 14,913.3018 May 20092 June 20092 June 20092 June 20092 June 20092 June 2009Rallye, company related to FoncièreEuris, DirectorOmnium de Commerceet de Participations. DirectorL'Habitation Moderne de Boulogne,company related to Foncière Euris,DirectorCobivia, company related to FoncièreEuris, DirectorKerrous, company related to FoncièreEuris, DirectorRallye, company related to FoncièreEuris, DirectorPurchase Ordinary shares 37,800 1,893,715.74Sale Allotment rights 4 10.60Sale Allotment rights 4 10.60Sale Allotment rights 5 13.25Sale Allotment rights 4 10.60Purchase Allotment rights 17 45.054 June 2009L'Habitation Moderne de Boulogne,company related to Foncière Euris,DirectorSalePreferred nonvotingshares3 129.304 June 2009Rallye, company related to FoncièreEuris, DirectorPurchasePreferred nonvotingshares3 129.304 June 2009Cobivia, company related to FoncièreEuris, DirectorPurchasePreferred nonvotingshares4 172.4817 Nov. 2009 Jean-Dominique Comolli, Director Purchase Ordinary shares 400 23,50018 Nov. 200918 Nov. 2009Rallye, company related to FoncièreEuris, DirectorMatignon Sablons, company relatedto Foncière Euris, DirectorSale Ordinary shares 3,741,080 219,264,698.80Purchase Ordinary shares 3,741,080 219,264,698.8019 Nov. 2009 Rose-Marie Van Lerberghe, Director Purchase Ordinary shares 300 17,559

Registration document 2009 / Casino Group Management reportI 49RISK FACTORSAND INSURANCERisk management is an integral part of the day-to-dayoperational and strategic management of the business andis organised at several levels:• Due to their widely differing characteristics, some risks aremanaged at Group level (financial risks, insurance), whileothers (such as operational risks) are managed on a decentralisedbasis. Operating units have a considerable amountof latitude to determine and implement action plans toidentify, prevent and deal with the main risks.• The Group has an Internal Audit and Internal ControlDepartment. Internal Audit is responsible for identifyingand preventing risks, errors and irregularities in the managementof the Group’s business, and for making appropriaterecommendations. Internal Control is responsible forstandardising local information and procedures to bringthem into line with Group practices.• The Risk Management Committee has now taken on theresponsibilities previously exercised by the Risk PreventionDepartment. The Risk Management Committee comprisesexperts in various areas from the Group as well as outsideconsultants. It is responsible on a general level for overseeingsafety and crisis issues within the Casino Group, andmore specifically for seeking out and identifying, across theentire organisation, any practices, situations or behavioursthat could potentially lead to liability claims against Groupcompanies and their management, under civil, commercialor criminal law, and for proposing any corrective measures.• The Audit Committee, which is responsible for analysingthe accounts and ensuring that appropriate accountingmethods are applied, also expresses an opinion on theInternal Audit plan and the appropriateness of the methodsapplied. The Committee is required to look into any fact orevent that comes to its attention and which could exposethe Group to a significant risk. It checks that all Groupentities have structured, adequately-resourced internalaudit, accounting and legal departments. It also assessesthe effectiveness of the Group Internal Audit functionand the quality and appropriateness of the methods andprocedures followed. The Audit Committee is informed ofthe Internal Auditors’ findings and the recommendationsmade, as well as the action taken by Management.MARKET RISKSThe Group has set up an organisation structure to manageliquidity, currency and interest rate risks on a centralisedbasis. The Financial Management and Insurance Department,which reports to the Chief Financial Officer, isresponsible for managing these risks and has the necessaryexpertise and tools, particularly in terms of informationsystems, to fulfil this task. The Financial Management andInsurance Department operates on the main financial marketsaccording to guidelines that guarantee the highestlevels of efficiency and security. Its organisation and proceduresare subject to regular reviews by Group InternalAudit. A management reporting system has been set up,allowing Group management to sign off on the policies followed,which are based on strategies approved in advanceby management.Interest rate riskDetailed information about interest rate risk is provided innote 30.4 to the consolidated financial statements and note13 to the parent company financial statements. The CasinoGroup uses various financial instruments to manage interestrate risk, particularly swaps and interest rate options. Theseinstruments are used solely for hedging purposes. Details ofhedging positions are provided in note 30.4 to the consolidatedfinancial statements.

50 IManagement reportRISK FACTORS AND INSURANCEManagement reportRegistration document 2009 / Casino GroupCurrency riskInformation about currency risk is provided in note 30.4 tothe consolidated financial statements and notes 6 and 12 tothe parent company financial statements. The Casino Groupuses various financial instruments to manage currencyrisks, particularly swaps and forward purchases and salesof foreign currencies. These instruments are used solely forhedging purposes.Equity riskPursuant to the share buyback programme authorised bythe shareholders (see section on Share capital and shareownership), the Company is exposed to a risk related to thevalue of the treasury shares it holds.Sensitivity to a 10% decrease in the Casino share price isshown in note 18 to the parent company financial statements.The Group’s portfolio of marketable securities (see note 23to the consolidated financial statements and note 8 to theparent company financial statements) consists primarily ofmoney market mutual funds. The Group’s exposure to riskson this portfolio is low.Commodity riskGiven the nature of its business, the Company is not exposedto any material commodity risk.Liquidity riskThe breakdown of long-term debt and confirmed lines ofcredit by maturity and currency is provided in notes 29.1.1and 30.3 to the consolidated financial statements, togetherwith additional information concerning debt covenantswhich, if breached, would trigger early repayment obligations.The Group’s liquidity position appears to be very satisfactory.Upcoming repayments of short-term financial liabilitiesare comfortably covered by cash, cash equivalents andundrawn confirmed bank lines.The Group’s cash and cash equivalents present no liquidityor value risk.Its loan and bond agreements include the customary covenantsand default clauses, including pari passu, negativepledge and cross-default clauses.None of its financing contracts contain a rating trigger.Public bond issues on Euro market and short-term confirmedbank lines (up to one year) do not contain any financialcovenants.Confirmed medium-term bank lines and some private placements(US private placement notes, 2009 private placementnotes and indexed bonds) contain financial covenants which,if breached, could trigger accelerated repayment.In the event of a change of control of Casino, Guichard-Perrachon (within the meaning of article L. 233-3 of theFrench Commercial Code), most loan agreements include anoption for the lenders, at the discretion of each, to requestimmediate repayment of all sums due and, where applicable,the cancellation of any credit commitments entered intowith the Company.Credit and counterparty riskThe Group is exposed to customer credit risks through itsconsumer finance subsidiary, Banque du Groupe Casino.These risks are measured by a specialist service providerusing credit scoring techniques. Further information oncredit risk is provided in note 30.2 to the consolidated financialstatements.Most of the Group’s supermarkets and convenience storesare operated by affiliates or franchisees. The credit riskrelating to these affiliates and franchisees is assessed bythe Group on a case by case basis and taken into account inits credit management policy, mainly by taking collateral orguarantees.OPERATIONAL RISKSSupplier risksThe Group is not dependent on any specific supply, manufacturingor sales contracts. Casino deals with almost31,500 suppliers and is not dependent on any one of thesecompanies.The Group has its own logistics network in France (approximately1,000,000 sq.m. spread among 21 sites in early 2010)managed by its Easydis subsidiary. The network spans theentire country, ensuring that the various retail outlets receiveregular deliveries.Risks associated with sales methodsThe Group’s banners in France have affiliate and franchisenetworks. These represented almost 61.37% of sales outletsas of 31 December 2009, corresponding mainly to supermarketnetworks (including Leader Price) and convenience storenetworks. The Company cannot guarantee that all its affiliatesand franchisees will maintain their relationship withthe Group’s banners over the long term.Risks related to trademarks and bannersThe Group owns substantially all of its trademarks and isnot dependent on any specific patents or licences, exceptfor the Spar trademark which is licensed to the Group for theFrench market.

Registration document 2009 / Casino Group Management reportI 51Furthermore, although the Group has a preventive policyof protecting all its trademarks, it does not believe that aninfringement would have a material impact on the Group’soperations or results.Information systems riskThe Group is increasingly dependent on shared informationsystems for the production of costed data used as thebasis for operating decisions. Security features are built intosystems at the design phase and procedures are in place toconstantly monitor systems security risks.However, an information system’s failure would not haveany material and prolonged impact on the Company’s operationsor results.Geographical riskPart of the Group’s business is exposed to risks and uncertaintiesarising from trading in countries that could experienceor have recently experienced periods of economic orpolitical instability (South America, Asia). Recent events inVenezuela are described in notes 2.2 and 37 to the consolidatedfinancial statements. In 2009, international operationsaccounted for 34% of consolidated revenue and tradingprofit.Risks related to non-renewal of leasesCasino has standard commercial leases on its supermarketand convenience store premises but cannot guarantee thatthey will be renewed on expiry.The owners could have other plans for the premises onexpiry of the lease, which could prompt them not to renewthe Company’s lease despite the high amount of compensationfor eviction they would have to pay. In this case, it is notcertain that the companies operating the stores could findsatisfactory alternative premises on sufficiently attractiveterms.Product liability riskThe Group sells products under its own brand and cantherefore be considered as a producer/manufacturer. Itcould accordingly be held liable in the event of bodily harmor damage to property caused by the Group’s products (food,appliances, petrol, etc.).Industrial and environmental risksEnvironmental risks and management procedures aredescribed in the Environmental Report which follows thissection.LEGAL RISKSCompliance riskThe Group is mainly subject to regulations governing themanagement of facilities open to the public and listedfacilities. Certain Group businesses are governed by specificregulations, and more particularly Casino Vacances (travelagency), Banque du Groupe Casino (banking and consumerfinance), Sudéco (real estate agency), Floréal and CasinoCarburants (service stations) and Mercialys (REIT). In addition,administrative consents are required in France andcertain other countries to open new stores and extendexisting stores.Tax and customs riskThe Group is subject to periodic tax and customs audits inFrance and the various other countries where it has operations.Provision is made for all accepted reassessments.Contested reassessments are provided for on a case-by-casebasis, according to estimates taking into account the risk ofan unfavourable outcome.Claims and litigationIn the normal course of its business, the Group is involvedin various legal or administrative claims and litigation andis subject to audits by regulatory authorities. Provisions aretaken to cover these proceedings when the Group has a legal,contractual or constructive obligation towards a third partyat the year-end, it is probable that an outflow of resourcesembodying economic benefits will be required to settle theobligation, and the amount of the obligation can be reliablyestimated.Information on claims and litigation is provided in notes 27and 34.1 to the consolidated financial statements.As of the Registration Document filing date, the Companyis not and has not been involved in any other governmental,legal or arbitration proceedings (including any such proceedingsthat are pending or threatened of which the Companyis aware) during a period covering at least the previous 12months which may have, or have had in the recent past,significant effects on the financial position or profitability ofthe Company and/or the Group.On 2 June 2008, the presiding judge of the Paris CommercialCourt appointed a temporary administrator to run Geimex,the owner of the rights to the Leader Price brand in theinternational markets (outside mainland France and theFrench overseas departments and territories). Geimex is50%-owned by Casino and 50% by the Baud family.Further information on the disputes with the Baud familyis provided in note 35 to the consolidated financial statements.

52 IManagement reportRISK FACTORS AND INSURANCEManagement reportRegistration document 2009 / Casino GroupINSURANCE - RISK COVERAGEGeneral policyAs in previous years, the main objective of the Group’s insurancepolicy is to protect its assets, customers and employees.The Insurance Department, which reports to Group Finance,is responsible for:• Managing a centralised insurance programme covering allFrench operations (including Mercialys, a listed subsidiary).• Identifying and quantifying insurable risks.• Recommending and monitoring prevention measures tailoredto its various operating facilities, particularly in light ofregulations applying to facilities open to the public.• Implementing and monitoring insurance policies and/orself-insurance.In addition to the contribution from operating divisions andsubsidiaries, the Group continues to use the services ofbrokers specialising in major risks and to take out insurancecover with first-class industrial-risk insurance companies.The Insurance Department oversees the local insuranceprogrammes taken out by foreign subsidiaries under theCompany’s management where they can not be covered bythe Group’s global master policies.Assessment of insurance cover requirementsand related costsSelf-insurance and insurance budgetTo smooth its insurance costs whilst controlling risks, theGroup continued to self-insure a large proportion of itshigh-frequency claims in 2009, mainly but not exclusively forproperty damage and liability.As well as the application of low traditional deductibles,self-insurance also includes deductibles per claim cappedby underwriting year. These capped deductibles mainly concernproperty damage and business interruption risk andare pooled at Group level by all subsidiaries insured underthe Group’s global insurance programme.To further optimise its costs, the Group also has additionalself-insurance through its Luxembourg-based captive reinsurancecompany, Casino Re. Casino Re is consolidated bythe Group and is managed locally in compliance with existinglegislation. A stop loss policy is taken out to protect thecaptive reinsurer’s interests by capping its commitmentand transferring the financial cost to the insurance marketabove a certain level of claims.More generally, deductibles are managed by insurance brokersand overseen (depending on the type and amount of claim)by the Group as well as the insurers under their contractualpolicy obligations.The Group’s total annual insurance budget (premiums anddeductibles) for 2009, excluding group death and disabilityplans, totalled an estimated €51 million, representing lessthan 0.20% of 2009 consolidated net revenue.Summary of insurance coverThe insurance cover described below summarises the mainpolicies valid during 2009 and as of the date of this report.It cannot in any way be considered as permanent. It may bechanged at any time in accordance with developments inbusiness operations and with the Group’s choices to takeaccount of insurance market capacity, available cover andrates.The insurance management policy described above appliesto all insurable risks, although property damage, businessinterruption and civil liability represent the Group’s mainrisks.Property damage and business interruptionThis policy is designed to protect the Group’s assets.It is a ‘named exclusion’ policy (i.e. it covers all losses exceptthose explicitly excluded) based on cover available in theinsurance market.Traditional insured risks include but are not limited to fire,explosion, natural disasters, subsidence, etc.The maximum sum insured is €220 million per claim for majorclaims (fire and explosion), including direct damage and businessinterruption. There are certain sub-limits for namedrisks, including natural events, subsidence and theft.The current policy was taken out on 1 January 2009 and isdue for renewal on 1 July 2010. Thanks to the Group’s effectiveself-insurance programme in 2009, the premium ratesnegotiated with insurers when the policy was renewed on 1July 2009 were not affected by the riots and social unrest thatcaused major damage to the Jumbo hypermarket and shoppingmall in Antananarivo in Madagascar in January 2009.Similarly, no claims had occurred by the year-end whichcould have an effect on the forthcoming renewal, either interms of overall cost (premiums and deductibles) or thecover itself.LiabilityLiability insurance covers the Group for all losses thatmight be incurred due to bodily injury, damage to propertyor consequential loss suffered by third parties caused bythe Group’s products sold or delivered, technical facilitiesand equipment, buildings, store operations and servicesrendered.

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

54 IManagement reportManagement reportRegistration document 2009 / Casino GroupENVIRONMENTAL REPORTENVIRONMENTAL REPORTSCOPEThe environmental data presented below includes all Géant, Casino Supermarché, Spar and Petit Casino stores (includingthe Corsican stores managed by the Group’s subsidiary Codim 2), the Casino cafeterias, the Easydis warehouses, Sudeco,EMC and Serca premises.Data concerning Monoprix (50%-owned) are presented separately in the tables below.Data concerning the franchise outlets are not included in the 2009 report.Data concerning the Franprix-Leader Price Group are presented separately and only cover the consolidated scope, i.e. a totalof 116 Franprix outlets and 216 Leader Price outlets.Additional information (including data on foreign subsidiaries) is available in the Casino Group’s 2009 Business Review andSustainable Development Report.ENVIRONMENTAL MANAGEMENTEnvironmental policyIn 2003, the Casino Group adopted a formal environmental policy. The seventh seminar involving over 35 participants fromthe Group’s various functions and businesses was held during 2009 to review the major environmental projects in progressand to set out the environmental action plan for 2009-2012.Casino completed its second carbon report in 2009, the results of which have been used to refine its action plan and updateits carbon index for Casino products launched in June 2008. The index covered more than 400 products at end 2009.Environmental assessment or certification initiativesCasino continued to roll out its energy consumption monitoring systems, which cover the majority of its hypermarkets andcertain supermarkets and cafeterias.Independent electricity consumption audits are performed regularly, leading to the implementation of corrective action.Assessments are also performed on each Casino-brand product as part of the Group’s quality programmes. Systematicaudits are performed at production sites, based on internal standards that take environmental considerations into account.

Registration document 2009 / Casino Group Management reportI 55Expenditure to limit the environmental impacts of the businessIndicator Unit Casino2009Monoprix2009Franprix-Leader Price2009Eco-packaging tax + Corepile tax (battery recycling)+ D3E tax (recycling)+ Eco-TLC tax (selective waste sorting)€ 2,452,000 1,078,053 N/AEco contribution on promotional brochures € 1,037,000 164,659 N/AExpenditure for remediation of land owned by the Group € 471,000 N/A N/AOrganisationAn Environment Officer was appointed in 2001 to coordinate the activities of all of the Group’s operating units in the area ofenvironmental protection. He is supported by a number of local officers in the Group’s various business units.Provisions for environmental risks and insurance coverIndicateurs Unité Casino2009Monoprix2009Franprix-Leader Price2009Provisions for environmental risks € 0 0 0Insurance cover for environmental risk € 0 0 0Compensation paid and action taken to remedy environmental damageThe Group was not ordered to pay any compensation for environmental damage in 2009 by decision of any court.Objectives set for foreign subsidiariesAt the beginning of 2003, the Casino Group produced a document setting out its commitments in the area of sustainabledevelopment (see 2009 Business Review and Sustainable Development Report, and our website www.groupe-casino.fr,for further information). These commitments covering environmental issues apply, by default, to all Group entities asfrom 2003.MAIN ENVIRONMENTAL IMPACTSIndicator Unit Casino2009Monoprix2009Franprix-Leader Price2009Water consumption m 3 1,970,816 252,087 183,727Electricity consumption MWh 1,300,355 283,122 180,950Cardboard waste sorted for recycling tonnes 42,162 N/A N/ALighting consumables sorted for recycling tonnes 22 2 N/ABatteries collected from customers tonnes 218 108 N/ACO 2emissions generated during goods transportation(between warehouses and stores) (1) TCDE 114,782 19,044 N/A(1) Calculated on the basis of the distance travelled, using GHG Protocol methodology.

56 IMeasures taken to improveManagement reportRegistration document 2009 / Casino GroupManagement reportENVIRONMENTAL REPORTenergy efficiency and use of renewableenergy sourcesStore lighting and refrigeration for chilled foods are the twomain consumers of energy, principally electricity. Major initiativesin 2009 included:• Continued campaigns to raise awareness of energy savings.• Renovation and improvement of store lighting as part ofthe Group’s membership of the European Commission’sGreen Light programme.• Establishment, in collaboration with refrigerated equipmentmanufacturers, of a master agreement for the gradualimplementation of preventive maintenance and renovationprogrammes to avoid refrigerant gas leaks and excessiveconsumption of electricity. A ‘confinement’ charter hasbeen prepared and incorporated into the maintenancecontracts with cooling systems suppliers.• Continued regular electricity consumption audits by theGroup’s Technical Department.• Launch of the Group’s subsidiary, GreenYellow, whichinstalled 19,204 kWp of solar power in 2009, generated bysolar panels.Waste managementThe Group generates limited amounts of non-hazardouswaste (cardboard, plastic and wood) and industrial wasterequiring dedicated recycling procedures (neon strips, fryingoil, office waste). In addition to taking action to reduce wasteat source (e.g. use of returnable packaging, reduction inquantities of marketing brochures produced), Casino hasmade waste sorting and recycling a priority, and has signedcollection/recycling agreements to this effect. In 2009,Casino recycled 42,000 tonnes of cardboard waste.It has also introduced an eco-design programme for itsprivate label products, as well as environmental labellingof products. Savings of 1,895 tonnes of packaging materialhave so far been made on 593 products. Casino has set acumulative target of 2,500 tonnes for 2010.greenhouse gas reduction targets for 2009-2012 (for furtherdetails, see the 2009 Business Review and SustainableDevelopment Report).Under a programme to increase the use of freight by rail andwaterway, 39% of goods were transported using these alternativesystems.Local pollutionCasino strives to reduce noise pollution and emissions causedby deliveries to its stores in urban areas. The Group has nowequipped its entire truck fleet with insulated containers usingcryogenic refrigeration systems to reduce emissions of refrigerantgases and noise pollution while increasing compliancewith the cold chain.Land use and measures to preventenvironmental damageThe majority of Casino stores and warehouses are located inurban areas and the risk of land pollution or damage to theecosystem is negligible.Specific precautions are taken with respect to service stations,PCB-insulated transformers and air-conditioningrefrigeration towers. A top-priority compliance programmehas been introduced, including the following measures:• All single-jacketed underground tanks are systematicallybeing replaced with double-jacketed tanks to minimise therisk of soil and water table pollution.• All of Casino’s newer store premises comply with the latestregulatory standards concerning the recovery andtreatment of rainwater on service station forecourts andin supermarket car parks. All service stations operatedby the Group’s hypermarkets in France are equipped withhydrocarbon separators.Atmospheric emissionsThe Group’s atmospheric emissions are limited and mostlyconcern CO 2emissions generated during goods transportationand indirect CO 2emissions generated by electricityconsumption. Apart from the results of energy and relatedemissionsavings programmes, action to optimise deliveryschedules has led to a saving of over 18.4 million kilometresin 2009, or the equivalent of almost 18,000 tonnes ofCO 2. The total saving over five years amounts to 83,000tonnes of CO 2.A second carbon report was completed in 2009, covering asample of 400 premises. The results bear out the Group’s

Registration document 2009 / Casino Group Management reportI 57EMPLOYMENT REPORTSCOPEThe employee data presented concern (unless otherwise specified) all wholly-owned facilities in France operated by thefollowing companies: Casino Guichard-Perrachon, Distribution Casino France (and its subsidiaries Serca, Acos, CasinoVacances), Codim 2, Casino Restauration (and its subsidiary Restauration Collective Casino – R2C), Easydis (and its subsidiaryC Chez Vous), l’Immobilière Groupe Casino (and its subsidiary Sudéco), Casino Entreprise (and its subsidiary Imagica), EMCDistribution, Comacas and Casino Services, Club Avantages, Casino Franchise, dunnhumby France, Mercialys, MercialysGestion, VP Aubière, Redonis, Casino Développement, GreenYellow, VP Vaulx, C.I.T. and IGC Services.Data concerning Monoprix (50%-owned) are presented separately in the tables below.Data concerning the franchise outlets are not included in the 2009 report. Data concerning the Franprix-Leader Price Group(90%-owned by Casino) are presented separately and only cover the consolidated scope, i.e. a total of 116 Franprix outletsand 216 Leader Price outlets (Baud SA, Franprix Holding, STL, Fretam, Sedifrais, SML, SCL, Franprix Distribution, LeaderPrice Holding, Gecoma, DLP, SGL, SLO, Effel, Franleader).Additional information (including data on foreign subsidiaries) is available in the Casino Group’s 2009 Business Review andSustainable Development Report.EMPLOYEESIndicator Unit Casino2009Monoprix2009Franprix-Leader Price2009Number of employees in France as of 31 December Number 46,791 20,357 8,790Breakdown by type of contract:Permanent contracts (average across year)Fixed-term contracts (average across year)NumberNumber44,0263,84918,4021,8797,855758Breakdown by gender:Managers• Men• WomenNumberNumber2,6931,1021,0951,237622232Supervisors• Men• WomenNumberNumber2,9751,904566875375276Clerical, administrative and other• Men• WomenNumberNumber12,77225,3455,17411,4103,0994,186External labour:Average monthly number of temporary staff (1)FTEs1,839 40 28Number of recruitments:Permanent contractsFixed-term contractsNumberNumber5,13818,6133,94612,3121,9154,098Terminations:Job eliminationOther reasonsNumberNumber1111,71911,1091788(1) Only includes companies that produce a corporate social report.

58 IManagement reportManagement reportRegistration document 2009 / Casino GroupEMPLOYMENT REPORTORGANISATION OF WORKING HOURSIndicator Unit Casino2009Monoprix2009Franprix-Leader Price2009Number of full-time employees as of 31 December Number 30,509 13,363 6,539Number of part-time employees as of 31 December Number 16,282 6,994 2,286Average actual working week, full-time employees Hours 33.91 35.05 36.00Average actual working week, part-time employees Hours 23.92 23.32 25.34Overtime hours Hours 262,150 316,680 241,920ABSENTEEISMIndicator Unit Casino2009Monoprix2009Franprix-Leader Price2009Total number of hours worked Hours 63,956,000 27,373,127 N/ATotal number of hours absence Hours 6,525,542 4,076,590 2,454,835Breakdown of absenteeism by causeWork-related accident Hours 592,153 304,672 304,776Accident on journey to or from work Hours 97,896 42,452 3,660Sickness Hours 3,900,569 1,452,655 969,083Maternity/paternity Hours 842,861 355,494 299,080Authorised leave Hours 96,143 389,612 80,379Other Hours 995,919 1,531,705 797,857PAYROLL COSTSIndicator Unit Casino2009Monoprix2009Franprix-Leader Price2009Total wages and salaries € thousands 1,603,223 577,191 145,951Total incentive payments in the year € thousands 6,823 N/A 904Total profit-sharing payments in the year € thousands 20,449 N/A 3,877EQUAL OPPORTUNITYIn 2009, Casino pursued its action as a partner in the European Union’s EQUAL programme through EQUAL LUCIDITE (1) whichaims to combat all forms of racial or gender exclusion, discrimination and inequalities in the labour market, in the workplaceand in career opportunities.In October 2004, the Group signed the diversity charter alongside 40 other major French companies, endorsing six keyprinciples for promoting diversity. In 2005, Distribution Casino France signed a gender equality agreement, while a Groupagreement was signed with the trade unions on equal opportunity and non-discrimination. The Group also made a commitmentto provide 500 training courses a year for young people from underprivileged backgrounds. In 2007, a new agreementwas signed with the Ministry of Social Cohesion covering the period 2007-2012. In February 2008, the Group endorsed thegovernment’s Plan Espoir Banlieues for regenerating the underprivileged city suburbs and decided to introduce the Recruitmentby Simulation method for hiring its employees. More than 1,000 young people under the age of 26 have been recruitedthanks to this method.(1) Programme to combat ignorance and discrimination in the workplace.

Registration document 2009 / Casino Group Management reportI 59In addition, Casino is involved in the EQUAL AVERROES programme, designed to implement a self-assessment systemfor workplace diversity. In May 2009, Casino obtained the Diversity Label in recognition of its commitment to preventingdiscrimination, providing equal opportunities and promoting diversity.EMPLOYEE RELATIONSIndicator Unit Casino2009Monoprix2009Franprix-Leader Price2009Number of meetings with employee representatives (1) Number 12,795 3,973 145To take account of changes in its size, on 8 January 2003 the Group signed a supplemental agreement to the 22 January 1997agreement on developing the role and resources of the trade unions. The annual allowance for hours devoted to trade unionrepresentation was increased from 1,200 to 1,400 as of 1 January 2003. Group management also raised its financial contributionby increasing the fixed sum paid to each trade union represented by 15% and the amount paid per vote obtained by 5%.In 2008, an agreement on employment and skills planning and forecasting was signed with six trade union organisations. In 2009,the Group signed an agreement on social dialogue and a three-year agreement on the employment of older workers, with thetarget of recruiting 500 people aged over fifty during the period. An agreement on the retirement savings plan was also signed inSeptember 2009.HEALTH AND SAFETYIndicator Unit Casino2009Monoprix2009Franprix-Leader Price2009Work-related accident rate * No. of accidents per million hours worked 38.55 57.76 N/ALost-time accident rate * No. of lost days per 1,000 hours worked 1.88 1.35 N/A* In 2009, these rates no longer include occupational illness. They do not include Codim 2.In 2006, Casino conducted a survey on health in the workplace and signed a national commitment charter with the nationalhealth fund (CNAM) on 21 June 2006. The “Cap Prévention” accident prevention programme launched during 2007 continuedthroughout 2009 and is producing good results. Accident rates and lost-time accident rates have been falling steadily forthe past five years. Agreements have been signed with the CNAMTS (national health fund for employees) to implement anaccident prevention policy when stores are built or redeveloped. This has significantly reduced the work-related accidentrate over the past five years.TRAININGIndicator Unit Casino2009Monoprix2009Franprix-Leader Price2009Average number of hours training per employee per year Hours 5.3 6.8 4% of employees who received at least one form of trainingduring the year% 31% 41.6% 12%(1) Only includes companies that produce a corporate social report.

60 IManagement reportManagement reportRegistration document 2009 / Casino GroupEMPLOYMENT REPORTDISABLED WORKERSIndicator Unit Casino2009Monoprix2009Franprix-Leader Price2009Number of disabled employees hired during the year Number 121 93 N/ADisabled employees as a% of the workforce % 9.80% * 5.38% ** N/A* Excluding Codim2 pour Casino. ** After deductions for Monoprix.A new ‘Handipacte’ agreement was signed with the trade unions covering the period 2006-2010 on disability employment,training and employee awareness policy. Since 2006, a total of 397 disabled people have been recruited and 322 taken in oninternee programmes.EMPLOYEE WELFARE AND CORPORATE PHILANTHROPYIndicator Unit Casino2009Monoprix2009Franprix-Leader Price2009Total budget paid to Works Council € 13,078,946 3,104,110 192,044Corporate sport and arts sponsorship(France and International)€ 2,522,111 N/A N/ACharitable donations (France and International) € 1,491,244 N/A 73,000Each year, all stores take part in national charitable events (food collection, telethons, HIV/AIDS, etc.) and participate in variouslocal partnerships.In addition to these national and local initiatives, the “Les Écoles du Soleil” association set up in July 2001 helps to provideeducation to underprivileged children in France and around the world (see 2009 Business Review and Sustainable DevelopmentReport).Casino Foundation, lauched in the second semester 2009, will promote initiatives focused primarily towards children’s educationand well-being as of early 2010.IMPACT ON LOCAL JOB MARKETS AND REGIONAL DEVELOPMENTThe Urban Policy Department pursued its action in line with the priorities established in the national partnership agreementwith the Ministry for Urban Development, which was renewed for 2007-2012. The aim of this agreement is to help poorlyqualified people find jobs and young graduates from underprivileged backgrounds to gain access to management positions.The foreign subsidiaries also pursue similar programmes in partnership with local associations (see 2009 Business Reviewand Sustainable Development Report).OUTSOURCING AND RESPECT FOR ILO CONVENTIONSThe Casino Group is committed to conducting the vast majority of its activities using its own resources and makes very limiteduse of outsourcing.In 2000, the Group’s central purchasing agency established an action plan designed to ensure that suppliers in developingcountries respect the human rights of their employees. A Suppliers Chart of Ethics, drawn up in accordance with the basicprinciples established by the ILO, was included in full in all supplier contracts in 2002. It was subject to critical review byAmnesty International in 2004. Social audits of suppliers in developing countries continued in 2009 with 96 initial and follow-upaudits performed in China, Bangladesh, Pakistan, Tunisia, Morocco, Egypt and Thailand. The Group is now working onimproving the quality of its audits and their follow-up.

Registration document 2009 / Casino Group Management reportI 61EMPLOYEE INCENTIVE PLANSProfit-sharing planAn initial profit-sharing agreement was signed on 30 December 1969 as required by the French Labour Code (Code du travail),and adopted by each of the companies in the Group.Given the Group’s diversification since then and the inter-relationship between its various business activities (retailing, production,foodservice, etc.), a new group-wide profit-sharing agreement was adopted on 16 September 1988 at the request of the tradeunions, covering all the Group’s French subsidiaries (except Franprix-Leader Price, Monoprix and Banque du Groupe Casino).Under this agreement, all group companies established a special profit-sharing reserve based on their own individual results.These reserves were then aggregated and the total amounts distributed to all employees in proportion to their salaries, withinthe maximum limit permitted by law.A new agreement was signed on 16 March 1998. There was no change to the method of calculating and distributing theprofit-sharing reserves, but the structure of the Employee Savings Plan was altered through the creation of several differentinvestment funds. On 29 June 2000, a supplemental agreement was signed in order to neutralise the impact on calculation of2000 profit-sharing (restatement of shareholders’ equity) of restructuring operations carried out on 1 July 2000 but retroactiveto 1 January 2000. A further supplemental agreement was signed on 26 June 2001, which altered the method of calculatingthe Group’s profit-sharing reserve. It is now computed as a function of the previous year’s reserve and the change in tradingprofit, but may not in any event be less than the cumulated legal reserves computed on a company-by-company basis.Incentive planA new group-wide incentive plan for all French subsidiaries (except Franprix-Leader Price, Monoprix and Banque du GroupeCasino) has been set up covering 2007, 2008 and 2009.The plan still combines a group incentive with a local incentive.The group component is calculated on the basis of consolidated trading profit (before incentive and profit-sharing entitlement)of the companies concerned less a sum designed to remunerate capital employed. 80% is allocated in proportion to annualsalary and 20% in proportion to length of service.The local component is a direct function of the results of each local operating unit. It is allocated entirely in proportion toannual salary and paid no later than 15 May each year.The aggregate group and local incentive payment may not exceed 30% of the Group’s share in consolidated net profit aftertax of the companies concerned.Profit-sharing and incentive paymentsProfit-sharing and incentive payments for the last five years are as follows (in € thousands):In K€ Profit-sharing plan Incentive plan Total2004 29,726.3 36,151.7 65,878.02005 21,986.8 16,217.6 38,204.42006 22,746.5 29,768.0 52,514.52007 24,317.0 26,572.3 50,889.32008 23,126.0 22,213.5 45,339.5Employee stock optionsCasino introduced its first Group employee stock option plan in 1973. Since then, many plans have been implemented forGroup officers and employees. In 1991, for example, options to purchase new shares were granted to the entire workforce(over 2.2 million options granted to 27,375 beneficiaries), under a plan that expired in 1997.In December 1987, all employees with managerial grade and a minimum of one year’s service were granted options to purchaseexisting shares representing 10%, 20%, 30% or 40% of their annual salary, depending on their grade. Since 1987, based on thesame principles, stock options have been granted in December of each year to new managers who have completed one year’sservice with the Group, and the number of options held by managers promoted to a higher grade has been adjusted.

62 IManagement reportManagement reportRegistration document 2009 / Casino GroupEMPLOYMENT REPORTSince 1999, stock options have been granted to hypermarket and supermarket managers based on the value created duringthe year, measured in terms of the store’s contribution to growth in consolidated sales and earnings.Options to purchase new sharesDetails of current stock options exercisable for new shares are given on page 42.Options to purchase existing sharesThe following table shows the details of current stock option plans exercisable for existing shares valid at 28 February 2010.Grant dateInitialexercise dateExpiry dateOriginalnumber ofgranteesExercise price(in €)Number ofoptionsgrantedNumber ofoptionsexercisedNumber ofoptionscancelledor lapsedNumber ofoptionsoutstanding8 April 2004 8 April 2007 7 Oct. 2009 1,920 78.21 679,287 12,280 667,007 0Stock options granted to and exercised by to the top ten employees in 2009 were as follows:Total number of optionsWeighted average priceOptions granted 20,558 51.12 €Options exercised 9,373 58.06 €Share grantsAs permitted by the 2005 Finance Act, the Group has made restricted share grants to employees, contingent upon theachievement of certain performance criteria and/or continued presence in the Group (see table on page 43).Employee share ownershipTwo employee share ownership plans – Emily and Emily 2 – were set up in December 2005 and December 2008 respectivelyto strengthen the relationship between the Group and its employees by giving them a greater vested interest in the Group’sfuture development and performance.These leveraged, capital guaranteed ESOPs are open to all employees of the Group in France who are members of a Casinocorporate savings plan.In 2005, 828,593 shares were sold to the Emily plan at a price of €56.30 and a further 88,829 shares were allotted to the planfree of consideration in respect of the employer’s matching contribution. In 2008, 800,000 shares were issued to the Emily 2plan at a price of €46.18.At 28 February 2010, Group employees owned 2,953,141 shares representing 2.7% of the capital and voting rights throughthe various employee share ownership plans.

Registration document 2009 / Casino Group Consolidated financial statementsI 63Consolidatedfinancialstatements64. Statutory Auditors’ Report on the consolidated financial statements65. Consolidated financial statements65. Consolidated income statement67. Consolidated statement of comprehensive income68. Consolidated balance sheet70. Consolidated statement of cash flows72. Consolidated statement of changes in equity74. Notes to the consolidated financial statements

64 ILyon and Paris, March 10, 2010Consolidated financial statementsRegistration document 2009 / Casino GroupStatutoryAuditors’ Reporton the consolidated financial statementsThis is a free translation into English of the statutory auditors’ report issued in the French language and is provided solely for the convenience of Englishspeakingreaders. This report includes information specifically required by French law in such reports, whether qualified or not. This information is presentedbelow the opinion on the consolidated financial statements and includes (an) explanatory paragraph(s) discussing the auditors’ assessment(s)of certain significant accounting and auditing matters. These assessments were made for the purpose of issuing an audit opinion on the consolidatedfinancial statements taken as a whole and not to provide separate assurance on individual account captions or on information taken outside the consolidatedfinancial statements.This report, should be read in conjunction with, and is construed in accordance with French law and professional auditing standards applicable in France.In compliance with the assignment entrusted to us by your shareholders’ meeting, we hereby report to you, for the year ended December 31,2009, on:• the audit of the accompanying consolidated financial statements of Casino, Guichard-Perrachon;• the justification of our assessments• the specific verification required by French law.These consolidated financial statements have been approved the Board of Diretcors. Our role is to express an opinion on these consolidatedfinancial statements based on our audit.I. OPINION ON THE CONSOLIDATED FINANCIAL STATEMENTSWe conducted our audit in accordance with the professional standardsapplicable in France. Those standards require that we plan andperform the audit to obtain reasonable assurance whether the consolidatedfinancial statements are free of material misstatement.An audit involves performing procedures, by audit sampling andother selective testing methods, to obtain audit evidence about theamounts and disclosures in the consolidated financial statements.An audit also includes assessing the accounting principles used,the significant estimates made by the management, and the overallfinancial statements presentation. We believe that the evidence wehave obtained is sufficient and appropriate to provide a basis for ouraudit opinion.In our opinion, the consolidated financial statements give a trueand fair view of the assets and , liabilities and of the financial positionof the Group as of December 31, 2009 and of the results of itsoperations for the year then ended in accordance with InternationalFinancial Reporting Standards as adopted by the European Union.Without qualifying our opinion, we draw your attention to:• Notes 1.1.1 and 1.3 to the consolidated financial statements, whichdescribe the new standards and interpretations applied by theGroup as of January 1, 2009;• Note 2.2 to the consolidated financial statements which describesthe accounting treatment used by the Group to account for adividend distribution in Mercialys stocks and the Group positionsregarding the consolidation of its subsidiary in Venezuela, Cativen.II. JUSTIFICATION OF ASSESSMENTSIn accordance with the requirements of article L. 823-9 of theFrench commercial code (Code de Commerce) relating to thejustification of our assessments, we bring to your attention thefollowing matters:Accounting principlesNote 2.2 to the consolidated financial statements related to accountingpolicies specifies the accounting treatment used by the Groupto account for a dividend distribution in Mercialys stocks and theoperations in Venezuela. Note 17 describes the facts justifying theaccounting treatment of the Group’s investment in OPCIs.We have reviewed the factual and legal elements underlying the appropriateaccounting treatment followed by your Group in order toaccount for these operations and give the appropriate disclosures inthe the consolidated financial statements.EstimatesIn preparing the financial statements, the Group is required to makecertain estimates and assumptions, particularly as regards impairmentof goodwill (notes 1.5.12 et 16). The cash flow and earningsprojections and other information contained in the Group’s longrangebusiness plans are used to check these assets’ recoverableamounts.We examined the available documentation, assessed the reasonablenessof the Group’s evaluations and verified that the notes to thefinancial statements included appropriate disclosures of the assumptionsused by the Group.These assessments were made as part of our audit of the consolidatedfinancial statements taken as a whole and, therefore, contributedto our audit opinion expressed in the first part of this report.III. SPECIFIC VERIFICATIONWe have also verified the information given in the group managementreport as required by French law.We have no matters to report regarding its fair presentation andconsistency with the consolidated financial statements.The Statutory AuditorsErnst & Young AuditCabinet Didier Kling & AssociésSylvain Lauria Daniel Mary-Dauphin Christophe Bonte Didier Kling

Registration document 2009 / Casino Group Consolidated financial statementsI 65Consolidatedfinancial statementsCONSOLIDATED INCOME STATEMENTfor the years ended 31 December 2009 and 2008€ millions NOTES 2009 2008 adjusted (*)CONTINUING OPERATIONSNet sales 5.1 26,757 27,076Cost of goods sold 5.2 (19,836) (20,050)Gross profit 6,921 7,026Other income 5.1 314 125Selling expenses 5.3 (4,983) (4,887)General and administrative expenses 5.3 (1,043) (997)Trading profit 1,209 1,266as a % of sales 4.5 4.7Other operating income 6 260 65Other operating expense 6 (296) (145)Operating profit 1,173 1,186as a % of sales 4.4 4.4Income from cash and cash equivalents 27 51Finance costs (370) (422)Finance costs, net 7.1 (343) (371)Other financial income 7.2 91 93Other financial expense 7.2 (93) (110)Profit before tax 828 798as a % of sales 3.1 2.9Income tax expense 8 (201) (217)Share of profits of associates 9 6 14Profit from continuing operations 633 595as a % of sales 2.4 2.2attributable to equity holders of the parent 543 499attributable to minority interests 90 95DISCONTINUED OPERATIONSNet profit from discontinued operations 10 228 4attributable to equity holders of the parent 48 (4)attributable to minority interests 179 8CONTINUING AND DISCONTINUED OPERATIONSTotal net profit 861 599attributable to equity holders of the parent 591 495attributable to minority interests 270 103(*) See note 1.3.

66 IEARNINGS PER SHAREConsolidated financial statementsRegistration document 2009 / Casino GroupConsolidatedfinancial statementsCONSOLIDATED INCOME STATEMENTin € NOTES 2009 2008 adjusted (*)From continuing operations attributableto equity holders of the parent 11• basic earnings per share 4.76 4.33• diluted earnings per share 4.75 4.32From continuing and discontinued operationsattributable to equity holders of the parent 11• basic earnings per share 5.20 4.30• diluted earnings per share 5.18 4.29(*) To ensure comparability from one period to the next, earnings per share at 31 December 2008 have been adjusted retrospectively for (i) the disposalof Super de Boer (see note 10), (ii) the accounting change arising from the adoption of IFRIC 13 (see note 1.3.2) and (iii) the conversion of preferrednon-voting shares into ordinary shares (see note 2.2). The 2008 figures are therefore presented as if all these events had already taken place. At 31December 2009, the share capital comprised only ordinary shares.Historical data and the impacts of the Super de Boer disposal, the accounting change and conversion of preferred non-votingshares are summarised below:31 DECEMBER 2008in € Published Superde BoerAccountingchangeConversionof preferrednon-votingsharesAdjustedEARNINGS PER ORDINARY SHAREFrom continuing operations attributableto equity holders of the parent• basic earnings per share 4.33 (0.08) (0.01) 0.10 4.33• diluted earnings per share 4.32 (0.08) (0.01) 0.10 4.32From discontinued operations• basic earnings per share (0.12) 0.08 – – (0.04)• diluted earnings per share (0.12) 0.08 – – (0.04)From continuing and discontinued operations attributableto equity holders of the parent• basic earnings per share 4.21 – (0.01) 0.10 4.30• diluted earnings per share 4.20 – (0.01) 0.10 4.29EARNINGS PER PREFERRED NON-VOTING SHAREFrom continuing operations attributableto equity holders of the parent• basic earnings per share 4.36 (0.08) (0.01) (4.27) –• diluted earnings per share 4.36 (0.08) (0.01) (4.26) –From discontinued operations• basic earnings per share (0.12) 0.08 – 0.04 –• diluted earnings per share (0.12) 0.08 – 0.04 –From continuing and discontinued operations attributableto equity holders of the parent• basic earnings per share 4.25 – (0.01) (4.24) –• diluted earnings per share 4.24 – (0.01) (4.23) –

Registration document 2009 / Casino Group Consolidated financial statementsI 67CONSOLIDATED STATEMENTOF COMPREHENSIVE INCOMEfor the years ended 31 December 2009 and 2008€ millions 2009 2008 adjusted (*)Net profit for the period 861 599Exchange differences on translating foreign operations 532 (488)Actuarial gains and losses (6) 6Gains and losses from remeasurement at fair valueof available-for-sale financial assets 6 (4)Cash flow hedges – (17)Tax effect on recognised income and expense (4) 4Income and expense recognised directly in equity, net of tax 528 (499)Total recognised income and expense for the period 1,389 100attributable to equity holders of the parent 1,096 42attributable to minority interests 293 58(*) See note 1.3.Movements in the period are presented in note 25.3.

68 IASSETSConsolidated financial statementsRegistration document 2009 / Casino GroupConsolidatedfinancial statementsCONSOLIDATEDBALANCE SHEETfor the years ended 31 December 2009 and 2008€ millions NOTES 2009 2008 adjusted (*) 1 January 2008adjusted (*)NON-CURRENT ASSETSGoodwill 12 6,494 6,190 6,177Intangible assets 13 602 681 532Property, plant and equipment 14 5,737 5,912 5,726Investment property 15 1,235 1,121 1,040Investments in associates 17 177 122 277Non-current assets 19 415 469 446Non-current hedging instruments 24 176 118 55Deferred tax assets 8 112 110 173Total non-current assets 14,948 14,725 14,425CURRENT ASSETSInventories 20 2,575 2,684 2,460Trade receivables 21 1,509 1,592 1,659Other assets 22 1,201 1,208 1,168Current tax receivables 8 67 83 47Current hedging instruments 24 116 77 163Cash and cash equivalents 23 2,716 1,948 2,534Non-current assets held for sale 10 26 34 –Total current assets 8,209 7,626 8,031TOTAL ASSETS 23,157 22,351 22,457(*) See note 1.3.

Registration document 2009 / Casino Group Consolidated financial statementsI 69EQUITY AND LIABILITIES€ millions NOTES 2009 2008 adjusted (*) 1 January 2008adjusted (*)Share capital 169 172 172Additional paid-in capital, treasury sharesand retained earnings 5,619 5,222 5,132Profit attributable to equity holders of the parent 591 495 814Equity attributable to equity holders of the parent 6,379 5,890 6,117Minority interests in reserves 1,267 1,038 896Minority interests in profit for the period 270 103 107Minority interests 1,537 1,141 1,002Equity 25 7,916 7,031 7,119Provisions 27 234 352 296Non-current financial liabilities 29 5,710 5,050 4,662Other non-current liabilities 31 186 78 54Deferred tax liabilities 8 335 391 412Total non-current liabilities 6,465 5,872 5,424Provisions 27 221 203 178Trade payables 4,327 4,511 4,419Current financial liabilities 29 1,369 1,943 2,499Current taxes payable 8 57 24 119Other current liabilities 31 2,786 2,767 2,699Liabilities associated with non-current assetsheld for sale 10 17 – –Total current liabilities 8,776 9,448 9,914TOTAL EQUITY AND LIABILITIES 23,157 22,351 22,457(*) See note 1.3.

70 I€ millions NOTES 2009 2008 adjusted (*)Consolidated financial statementsRegistration document 2009 / Casino GroupCONSOLIDATED STATEMENT OF CASH FLOWSfor the years ended 31 December 2009 and 2008Profit attributable to equity holders of the parent 591 495Profit attributable to minority interests 270 103Profit for the period 861 599Depreciation, amortisation and provision expense 760 725Unrealised gains and losses arising from changes in fair value (4) 48Income and expenses on share-based payment plans 15 8Other non-cash items 41 22Depreciation, amortisation, provisions and other non-cash items 811 804(Gains)/losses on disposal of non-current assets (375) (53)Dilution gains and losses (8) 5Share of profits of associates (7) (13)Dividends received from associates 9 14Cash flow 1,292 1,356Finance costs, net (excluding changes in fair value and amortisation) 342 352Current and deferred tax expenses 202 209Cash flow before net finance costs and tax 1,835 1,917Income tax paid (163) (274)Change in operating working capital (i) 219 (47)Net cash from operating activities 1,891 1,596Outflows of acquisitions:• property, plant and equipment, intangible assets and investment property (802) (1,214)• non-current financial assets (36) (53)Inflows of disposals:• property, plant and equipment, intangible assets and investment property (iii) 239 190• non-current financial assets 23 17Effect of changes in scope of consolidation (ii) (468) (418)Change in loans granted (30) (3)Net cash from investing activities (1,074) (1,481)Dividends paid (note 25.4): 25.4• to equity holders of the parent (284) (257)• to minority shareholders (46) (51)• to holders of deeply-subordinated perpetual bonds (TSSDI) (30) (71)Increase/(decrease) in share capital 145 136Proceeds received from the exercise of stock options 1 –(Purchases)/sales of treasury shares 2 (50)Additions to debt 1,880 1,711Repayments of debt (1,455) (1,693)Interest paid, net (320) (322)Net cash from financing activities (107) (597)Effect of changes in foreign currency translation adjustments 112 (41)CHANGE IN CASH AND CASH EQUIVALENTS 822 (523)Cash and cash equivalents at beginning of period 1,543 2,066• Cash and cash equivalents relatedto non-current assets held for sale 10 – –Reported cash and cash equivalents at beginning of period 23 1,543 2,066Cash and cash equivalents at end of period 2,365 1,543• Cash and cash equivalents relatedto non-current assets held for sale 10 (1) –Reported cash and cash equivalents at end of period 23 2,364 1,543(*) See note 1.3.

Registration document 2009 / Casino Group Consolidated financial statementsI 71Cash flows related to discontinued operations are presented in note 10.(i) Change in operating working capital€ millions 2009 2008 adjusted (*)Inventories of goods 133 (126)Property development work in progress 87 (133)Trade payables (220) 130Trade receivables 38 133Finance receivables (credit activity) 62 (67)Finance payables (credit activity) (49) 41Other 167 (26)Change in operating working capital 219 (47)(*) See note 1.3.(ii) Effect of changes in scope of consolidation€ millions 2009 2008 adjusted (*)Disposal proceeds, 428 61of which:Super de Boer (**) 316 –Vindémia (changes in scope and disposal of production companies) 36 –Finovadis 6 –Easy Holland BV 3 –Easydis Service – 3Mercialys (change in percentage interest) – 38GPA (change in percentage interest) – 19Acquisition cost, (919) (492)of which:Gdynia (newly-consolidated) (39) –Dilux et Chalin (newly-consolidated) (26) –Caserne de Bonne (newly-consolidated) (47) –Halles des Bords de Loire (newly-consolidated) (13) –Exito sub-group (exercise of Carulla put and change in percentage interest) (85) (12)GPA (Globex Utilidades acquisition) (118) –GPA (change in scope) (9) –GPA (AIG put on Sendas and call exercise) – (84)Franprix-Leader Price sub-group (Baud put) (429) –Franprix-Leader Price sub-group (newly-consolidated units) (75) (77)Franprix-Leader Price sub-group (changes in scope) (8) (95)Monoprix sub-group (Naturalia acquisition) – (32)Cdiscount (change in percentage interest) – (22)Mercialys sub-group – (58)Cedif, Pavois – (24)Super de Boer – (58)AEW Immocommercial – (11)Intexa – (7)Cash of subsidiaries acquired or sold during the period, 23 13of which:GPA (Globex Utilidades acquisition) 10 –GPA (change in scope) (4) 2Franprix-Leader Price sub-group 5 –Casino Limited and EMC Limited 7 –Caserne de Bonne 5 –Franprix-Leader Price sub-group – 12Super de Boer – (4)Intexa – 2Effect of changes in scope of consolidation (468) (418)(*) See note 1.3.(**) The amount of €316 million includes the sale price for all Super de Boer’s assets and liabilities (€553 million), less an interim dividend paid to minority shareholders (€237 million).(iii) Corresponds mainly to the disposal of property assets in France and Colombia for, respectively, €106 million and €85 million.

72 IConsolidatedfinancial statementsConsolidated financial statementsRegistration document 2009 / Casino GroupCONSOLIDATED STATEMENT OF CHANGES IN EQUITYbefore appropriation of profitfor the years ended 31 December 2009 and 2008€ millions Share capital Additionalpaid-incapital (i)TreasurysharesRetainedearningsand profit forthe periodDeeplysubordinatedperpetual bondsAt 1 January 2008 172 3,912 (22) 989 600Accounting change (iii) – – – (5) –At 1 January adjusted 172 3,912 (22) 984 600Income and expense recognised directly in equity – – – – –Net profit for the period – – – 495 –Total recognised income and expense – – – 495 –Issue of share capital 2 52 – – –Purchases and sales of treasury shares – – 19 (57) –Dividends paid – – – (258) –Dividends payable to deeply subordinatedperpetual bond holders– – – (27) –Share-based payments – – – 12 –Changes in scope of consolidation (iv) – – – – –Other movements – – – (12) –At 31 December 2008 adjusted 173 3,964 (3) 1,138 600Income and expense recognised directly in equity – – – – –Net profit for the period – – – 591 –Total recognised income and expense – – – 591 –Issue of share capital (v) (3) 4 – – –Issue expenses (v) – (4) – – –Purchases and sales of treasury shares – – (1) 5 –Dividends paid (vi) – – – (593) –Dividends payable to deeply subordinatedperpetual bond holders– – – (18) –Share-based payments – – – 15 –Changes in scope of consolidation (vii) – – – – –Other movements – – – 4 –At 31 December 2009 169 3,964 (4) 1,142 600(i) Additional paid-in capital: premiums on shares issued for cash or in connection with mergers or acquisitions, and statutory reserves.(ii) Attributable to the shareholders of Casino, Guichard-Perrachon.(iii) The Group made an accounting change resulting from the adoption of IFRIC 13 (see note 1.3.2).(iv) The increase in minority interests primarily reflects the full consolidation of Super de Boer (€50 million), the increase in the capital of the Polishproperty development fund “Fonds Immobilier Promotion” (€24 million) and the sale by the Group of Mercialys shares (€17 million).(v) Transaction costs related to the conversion of preferred non-voting shares (see note 3). The tax effect amounted to €1 million.(vi) The amount of €593 million includes €284 million in cash and €308 million in shares. Dividends paid to minority shareholders in 2009 include€237 million in sale proceeds from Super de Boer (see note 2).(vii) The increase in minority interests primarily reflects the Group’s distribution of Mercialys shares (see note 2) and dilution of the Group’s interest inExito following various share issues (see note 2).

Registration document 2009 / Casino Group Consolidated financial statementsI 73Cash flowhedgesTranslationadjustmentsActuarial gainsand lossesFair valueof assets andliabilities heldin prior periodsAvailablefor-salefinancial assetsEquityattributable toequity holdersof the parent (ii)MinorityinterestsTotal equity– 349 2 90 30 6,122 1,002 7,124– – – – – (5) – (5)– 349 2 90 30 6,117 1,002 7,119(10) (444) 4 – (3) (453) (46) (499)– – – – – 495 103 599(10) (444) 4 – (3) 42 58 100– – – – – 54 – 54– – – – – (38) – (38)– – – – – (258) (55) (313)– – – – – (27) – (27)– – – – – 12 – 12– – – – – – 139 139– – – – – (12) (2) (14)(10) (95) 6 90 27 5,890 1,141 7,0311 504 (4) – 4 505 23 528– – – – – 591 270 8611 504 (4) – 4 1,096 293 1,389– – – – – 1 – 1– – – – – (4) – (4)– – – – – 4 – 4– – – – – (593) (298) (891)– – – – – (18) – (18)– – – – – 15 – 15– – – – – – 400 400– – – – (16) (12) – (11)(9) 409 2 90 15 6,379 1,537 7,916

Consolidated financial statementsRegistration document 2009 / Casino Group74 INotes to the consolidatedfinancial statementsfor the years ended 31 December 2009 and 2008REPORTING ENTITYCasino, Guichard-Perrachon is a French société anonyme listed on compartment A of Euronext Paris. In these notes, the Company and its subsidiariesare referred to as “the Group” or “Casino”. The company’s registered office is at 1, Esplanade de France, 42008 Saint-Étienne.The consolidated financial statements for the year ended 31 December 2009 reflect the accounting situation of the Company, its subsidiaries andjointly-controlled companies, as well as the Group’s interests in associates.The 2009 consolidated financial statements of Groupe Casino were approved for publication by the Board of Directors on 3 March 2010.NOTE 1 • SIGNIFICANT ACCOUNTING POLICIESNOTE 1.1 • ACCOUNTING STANDARDSPursuant to European regulation 1606/2002 of 19 July 2002,the consolidated financial statements have been preparedin accordance with the standards and interpretations issuedby the International Accounting Standards Board (IASB), asadopted by the European Union and mandatory as of thereporting date.These standards are available on the European Commission’swebsite (http://ec.europa.eu/internal_market/accounting/ias/index_en.htm). They include international accountingstandards (IAS) and international financial reporting standards(IFRS), as well as interpretations issued by the InternationalFinancial Reporting Interpretations Committee (IFRIC).The significant accounting policies set out below have beenapplied consistently to all periods presented, after takingaccount of or with the exception of the new standards andinterpretations set out below.Note 1.1.1 • New standards, amendments andinterpretations applicable as of 1 January 2009The following revised standards, new standards and newinterpretations are mandatory as of 2009:• IAS 1 Revised – Presentation of Financial Statements;• IFRS 8 – Operating Segments;• IFRIC 13 – Customer Loyalty Programmes;• IFRIC 15 – Agreements for the Construction of Real Estate;• IFRIC 16 – Hedges of a Net Investment in a Foreign Operation;• Amendment to IAS 23 – Borrowing Costs;• Amendment to IFRS 2 – Vesting Conditions and Cancellations;• Amendment to IFRS 7 – Improving Disclosures about FinancialInstruments;• Amendment to IAS 1 and IAS 32 – Puttable Instrumentsand Obligations Arising on Liquidation;• Annual improvements to IFRSs (22 May 2008) mainly onthe recognition of advertising and promotional expenditure(IAS 38 – Intangible assets).They had no material effect on the consolidated financialstatements. The application of IFRIC 13, IAS 23 Revised andIFRS 8 is described in more detail in note 1.3.Since 2008, the Group has applied IFRIC 14 IAS 19 – TheLimit on a Defined Benefit Asset, Minimum Funding Requirementsand their Interaction, IFRIC 11 IFRS 2 – Group andTreasury Share Transactions and IFRIC 12 – Service ConcessionArrangements.Note 1.1.2 • New standards and interpretations not yetapplicable at 31 December 2009 and not early adoptedThe following standards and interpretations have beenadopted by the European Union but were not applicable at31 December 2009:• IAS 27 Revised – Consolidated and Separate FinancialStatements, mandatory for annual periods beginning onor after 1 July 2009;• IFRS 3 Revised – Business Combinations, applicable tobusiness combinations completed in the first annual periodbeginning on or after 1 July 2009;• Amendment to IAS 32 – Classification of Rights Issues,mandatory for annual periods beginning on or after 1 February2010;

Registration document 2009 / Casino Group Consolidated financial statementsI 75• Amendment to IAS 39 – Financial Instruments: Recognitionand Measurement “Eligible Hedged Items”, mandatoryfor annual periods beginning on or after 1 July 2009;• Amendment to IFRIC 9 – Reassessment of Embedded Derivativesand IAS 39 - Financial Instruments: Recognitionand Measurement, mandatory for annual periods endedon or after 30 June 2009;• IFRIC 17 – Distributions of Non-cash Assets to Owners,mandatory for annual periods beginning on or after 1 July2009;• IFRIC 18 – Transfers of Assets from Customers, mandatoryfor transactions completed after 1 July 2009.The Group has not early adopted any of these new standardsor interpretations. With the possible exception of theaccounting treatment of put options on minority interests,IAS 27 revised and IFRS 3 revised will not have any impacton the consolidated financial statements on their date ofapplication but will have an impact on the Group’s futureacquisitions.Subject to their final adoption by the European Union, thefollowing standards, amendments and interpretationspublished by the IASB are mandatory for annual periodsbeginning on or after 1 January 2010 (with the exception of afew annual amendments or interpretations applicable afterthat date). The Group is currently analysing the potentialimpacts of their first-time adoption.• Amendment to IFRS 2 – Share-based Payment: GroupCash-settled Share-based Payment Transactions, mandatory for annual periods beginning on or after 1 January2010;• IFRS 9 – Financial instruments: Classification and Measurement,mandatory for annual periods beginning on orafter 1 January 2013;• IFRIC 19 – Extinguishing Financial Liabilities with EquityInstruments, mandatory for annual periods beginning on orafter 1 July 2010;• Amendment to IFRIC 14 – IAS 19: The Limit on a DefinedBenefit Asset, Minimum Funding Requirements and theirInteraction, man datory for annual periods beginning on orafter 1 Ja nuary 2011;• IAS 24 Revised – Related Party Transactions, mandatoryfor annual periods beginning on or after 1 January 2011;• Annual improvements to IFRSs (16 April 2009), most ofwhich are mandatory for annual periods beginning on orafter 1 January 2010.The Group has not early adopted any of these new standards,amendments or interpretations, except for the improvementto IFRS 8, which eliminates the requirement todisclose assets by operating segment.NOTE 1.2 • BASIS OF PREPARATIONAND PRESENTATIONNote 1.2.1 • Accounting conventionThe consolidated financial statements have been preparedusing the historical cost convention, with the exception ofthe following:• Land held by companies in the “centralised” scope (historicalscope in France) and Monoprix, as well as the warehouseland held by Franprix-Leader Price, for which thefair value at 1 January 2004 has been used as deemedcost. The resulting revaluation gains have been recognisedin equity.• Derivative financial instruments and financial assets availablefor sale, which are measured at fair value. The carryingamounts of assets and liabilities hedged by a fair valuehedge, which would otherwise be measured at cost, areadjusted for changes in the fair value attributable to thehedged risk.The consolidated financial statements are presented in millionsof euros. The figures in the tables have been rounded tothe nearest million euros and include individually roundeddata. Consequently, the totals and sub-totals may not correspondexactly to the sum of the reported amounts.The consolidated financial statements for the year ended31 De cember 2007 are incorporated by reference.Note 1.2.2 • Use of estimatesThe preparation of consolidated financial statements requiresthe use of estimates and assumptions that affect thereported amount of certain assets and liabilities and incomeand expenses, as well as the disclosures made in certainnotes to the consolidated financial statements. Due to theinherent uncertainty of assumptions, actual results maydiffer from the estimates. Estimates and assessments arereviewed at regular intervals and adjusted where necessaryto take into account past experience and any relevant economicfactors.

76 IThe main estimates and assumptions are based on theConsolidated financial statementsRegistration document 2009 / Casino GroupNotes to the consolidatedfinancial statementsinformation available when the financial statements aredrawn up and concern the following:• commercial cooperation fees (see note 1.5.24);• provisions for liabilities and other operating provisions(see notes 1.5.19.2 and 27);• put options granted to minority shareholders and earn-outpayments on business combinations (see notes 1.5.20 and29.1.2);• impairment losses on non-current assets and goodwill(see notes 1.5.12 and 16);• deferred taxes (see notes 1.5.31 and 8);• fair values of investment property disclosed in the notes(see note 15), as well as the accounting treatment of investmentproperty acquisitions. For each transaction,the Group analyses the existing assets and operations todetermine whether the acquisition should be treated as abusiness combination or a separately acquired asset;• fair values of derivatives, and particularly hedging instruments(see notes 1.5.14.3, 1.5.15, 22, 24, 29 and 32);• available-for-sale financial assets (see note 19.1);• non-current assets (or disposal groups) held for sale (seenote 10).The main transaction requiring the Group to take an accountingposition was the distribution of Mercialys shares (seenote 2.2).Additional disclosures on the sensitivity of goodwill, provisionsand put option values are provided in notes 16, 27and 29.NOTE 1.3 • IMPACT OF ACCOUNTING CHANGESThe financial information previously published has beenadjusted for the impact of IFRS 8 and IFRIC 13, as well as thedisposal of Super de Boer.Note 1.3.1 • Application of IFRS 8IFRS 8 – Operating Segments is mandatory as of 1 January2009 and replaces IAS 14 – Segment Reporting. It requiresdisclosure of financial information by reportable operatingsegment as opposed to primary and secondary reportingformat (geographical and business segment).Reportable operating segments now reflects the internalreporting system used for management purposes.The impacts of this standard, which is applicable retrospectively,are presented in note 4.Note 1.3.2 • Application of IFRIC 13The Group has applied IFRIC 13 – Customer Loyalty Programmesas of 1 January 2009. This standard sets out theaccounting treatment for award credits granted to customersupon an initial sale transaction for use against a futuresale transaction.Award credits are recognised as a separately identifiable componentof the initial sales transaction and their fair value atinception is deducted from the revenue generated by the sale.When the award credit is used by the customer, the revenuedeferred at inception is recognised and the cost of the awardcredit is either deducted from the cost of goods sold (in thecase of exchange vouchers) or from revenue (in the case ofmoney vouchers).The Group has two types of loyalty plan covered by IFRIC 13:• plans that award points to customers when they purchasegoods in Group stores, which may be cashed in for moneyvouchers or gift vouchers;• a money voucher plan.The Group previously recognised a provision for the costsincurred in granting award credits to its customers. UnderIFRIC 13, the Group now accounts for the fair value of theaward credits granted (that is, the fair value to the customer),as opposed to their cost. Consequently, the impactof customer loyalty plans is now presented in the balancesheet as deferred income rather than provisions and in theincome statement as a deduction from revenue or in the costof goods sold, as applicable, rather than in marketing costs.Following the retrospective application of IFRIC 13, the financialinformation previously published has been adjustedaccordingly as presented below (in € millions):Balance sheet at 1 January 2008:Net increase in deferred tax assets 3Net increase in deferred income 68Decrease in trade payables 13Decrease in provisions for liabilities and charges 47Net decrease in total equity 5Balance sheet at 31 December 2008:Net increase in deferred tax assets 4Net increase in deferred income 64Decrease in trade payables 9Decrease in provisions for liabilities and charges 45Net decrease in total equity 6Income statement for the year to 31 December 2008:Net decrease in revenue - 1Net decrease in cost of goods sold 9Net increase in gross profit 9Net decrease in other income - 13Net decrease in selling expenses 2Net decrease in trading profit - 3Net decrease in other operating income and expense 1Net decrease in income tax expense 1Net decrease in profit from continuing operations - 1Note 1.3.3 • Application of IAS 23 RevisedContrary to the option available and used by the Group untillast year, borrowing costs that are directly attributable tothe acquisition, construction or production of a qualifying

Registration document 2009 / Casino Group Consolidated financial statementsI 77asset are now capitalised as part of the cost of that assetwhen the commencement date for capitalisation is on or after1 January 2009 and typically when the construction period ismore than six months.The prospective application of IAS 23 Revised had little impacton the consolidated financial statements for the yearended 31 December 2009; interest capitalised during theperiod amounted to €3 million.Note 1.3.4 • Disposal of Super de BoerThe Group sold Super de Boer’s assets and liabilities in 2009.The previously published income statement has been adjustedin line with IFRS 5 “Non-current Assets Held for Saleand Discontinued Operations”. The effect of this adjustmentis presented in note 10.NOTE 1.4 • POSITIONS ADOPTED BY THE GROUPFOR ACCOUNTING ISSUES NOT SPECIFICALLY DEALTWITH IN IFRSSIn the absence of standards or interpretations applicable tothe situations described below, management has used itsjudgement to define and apply the most appropriate accountingtreatment. These positions concern the following issues:• acquisitions of minority interests (see note 1.5.2);• conditional or unconditional put and call options on minorityinterests (see note 1.5.20).NOTE 1.5 • SIGNIFICANT ACCOUNTING POLICIESNote 1.5.1 • Basis of consolidation and consolidationmethodsThe consolidated financial statements include the financialstatements of all material subsidiaries, joint ventures andassociates over which the parent company exercises control,joint control or significant influence, either directly orindirectly.SubsidiariesSubsidiaries are companies controlled by the Group. Controlis the power to govern the financial and operating policiesof an entity so as to obtain benefits from its activities.Control is presumed to exist when the Group directly or indirectlyholds more than half of the voting power of an entity.The consolidated financial statements include the financialstatements of subsidiaries from the date when control isacquired to the date at which the Group no longer exercisescontrol. All controlled companies are fully consolidated inthe Group’s balance sheet, whatever the percentage interestheld.Joint venturesJoint ventures are companies in which the Group sharescontrol of an economic activity under a contractual agreement.Companies that are controlled jointly by the Group areconsolidated by the proportionate method.AssociatesAssociates are companies in which the Group exercisessignificant influence over financial and operational policieswithout having control. They are accounted for by the equitymethod. Goodwill related to these entities is included in thecarrying amount of the investment.For all companies other than special purpose entities, controlis determined based on the percentage of existing andpotential voting rights.The Group may own share warrants, share call options, debtor equity instruments that are convertible into ordinarysha res or other similar instruments that have the potential,if exercised or converted, to give the Group voting power orreduce another party’s voting power over the financial andoperational policies of an entity (potential voting rights).The existence and effect of potential voting rights that arecurrently exercisable or convertible are considered whenassessing whether the Group has the power to govern thefinancial and operating policies of an entity. Potential votingrights are not currently exercisable or convertible when, forexample, they cannot be exercised or converted until a futuredate or until the occurrence of a future event.Control of special purpose entities is determined by referenceto the Group’s share of the risks and rewards of ownershipof the entity.Special purpose entities are consolidated when, in substance:• The relationship between the special purpose entity andthe Group indicates that the Group controls the specialpurpose entity.• The special purpose entity conducts its business activitiesto meet the Group’s specific operating needs in such a waythat the Group benefits from these activities.• The Group has decision-making powers to obtain themajority of the benefits of the special purpose entity’sactivities or is able to obtain the majority of these benefitsthrough an “auto-pilot” mechanism.• By having a right to the majority of the special purposeentity’s benefits, the Group is exposed to the special purposeentity’s business risks.• The Group retains the majority of residual or ownershiprisks related to the special purpose entity’s property or itsassets in order to benefit from its activities.Note 1.5.2 • Business combinationsBusiness combinations in which the Group obtains controlof one or more business activities are accounted for usingthe purchase method. The cost of a business combinationis measured as the fair values, at the date of exchange, ofassets given, liabilities incurred or assumed, and equityinstruments issued by the acquirer, plus any costs directlyattributable to the business combination. Costs incurred before1 January 2010 attributable to a business combinationthat will take place after 31 December 2009 are recognisedin prepaid expenses.

78 IUpon consolidation, the acquiree’s identifiable assets,Consolidated financial statementsRegistration document 2009 / Casino GroupNotes to the consolidatedfinancial statementsliabilities and contingent liabilities that satisfy the IFRSrecognition criteria are measured at their fair values at theacquisition date, except for non-current assets that areclassified as held for sale, which are recognised and measuredat fair value less costs to sell. This principle only appliesto acquisitions of stand-alone business operations;if the assets acquired are complements to existing assetsalready managed by the Group, the transaction is treatedas a purchase of separately acquired assets.Only identifiable liabilities that satisfy the criteria for recognitionas a liability of the acquiree are recognised in a businesscombination. In line with this principle, a restructuringliability is recognised only when the acquiree has an existingliability at the acquisition date. Fair value adjustments toassets and liabilities recognised provisionally in a businesscombination (due to ongoing appraisals or additional analyses)are recognised as retrospective adjustments to goodwillif they are determined within twelve months of the acquisitiondate. Beyond this time period, adjustments to the initialaccounting are recognised only to correct an error.Minority interests are recognised based on the fair value ofthe net assets acquired.Buyouts of minority interests are not dealt with in the standardsapplicable at 31 December 2009. Accordingly, the differencebetween the purchase price and the carrying amount ofthe additional minority interest acquired is recognised ingoodwill. Conversely, disposals of minority interests withoutloss of control are accounted for as transactions with thirdparties and give rise to the recognition of a gain or loss equalto the difference between the sale proceeds and the carryingamount of the interests sold. As of 1 January 2010, inaccordance with IAS 27 Revised, the gain or loss resulting onthese transactions will be recognised directly in equity.Note 1.5.3 • Closing dateWith the exception of a few small subsidiaries and Cdiscount,which close their accounts at March 31, Group companies allhave a 31 December year-end.Note 1.5.4 • Consolidation of subsidiaries whosebusiness is dissimilar from that of the Group as a wholeThe financial statements of Banque du Groupe Casino areprepared in accordance with accounting standards applicableto financial institutions. The financial statementsof Casino Ré are prepared in accordance with accountingstandards applicable to insurance companies. In the consolidatedfinancial statements, their assets, liabilities, incomeand expenses are classified based on non-industry-specificIASs and IFRSs, with customer loans included in “Trade receivables”,refinancing of customer loans in “Other currentliabilities” and banking revenue in “Revenue”.Note 1.5.5 • Foreign currency translationThe consolidated financial statements are presented in euros,the Group’s functional currency. Functional currency isthe currency of the principal economic environment in whichthe reporting entity operates. Each Group entity determinesits own functional currency and all their financial transactionsare measured in that currency.The financial statements of subsidiaries that use a differentfunctional currency from that of the Group are translated accordingto the closing rate method:• Assets and liabilities, including goodwill and fair valueadjustments, are translated into euros at the closing rate,corresponding to the spot exchange rate at the balancesheet date.• Income statement and cash flow items are translated intoeuros using the average rate for the period unless significantvariances occur.The resulting exchange differences are recognised directlywithin a separate component of equity. When a foreign operationis disposed of, the cumulative amount of the exchangedifferences in equity relating to that operation is reclassifiedto profit or loss.Foreign currency transactions are translated into euros usingthe exchange rate at the transaction date. Monetaryassets and liabilities denominated in foreign currencies aretranslated at the closing rate and the resulting exchangedifferences are recognised in the income statement under“Exchange gains and losses”. Non-monetary assets and liabilitiesdenominated in foreign currencies are translated atthe exchange rate at the transaction date.Exchange differences arising on the translation of a netinvestment in a foreign operation are recognised within aseparate component of equity and reclassified to profit orloss on disposal of the net investment.Exchange differences arising on the translation of borrowingshedging a net investment denominated in a foreign currencyor on permanent advances made to subsidiaries arerecognised in equity and then reclassified in profit or loss ondisposal of the net investment.Note 1.5.6 • Goodwill and intangible assetsUnder IAS 38, intangible items are recognised as intangibleassets when they meet the following criteria:• The item is identifiable and separable.• The Group has the capacity to control future economic benefitsfrom the item.• The item will generate future economic benefits.Intangible assets acquired in a business combination arerecognised as goodwill when they do not meet these criteria.Note 1.5.6.1 • GoodwillAt the acquisition date, goodwill is initially measured asthe excess of the cost of the business combination over theGroup’s interest in the fair value of the acquiree’s identifi-

Registration document 2009 / Casino Group Consolidated financial statementsI 79able assets, liabilities and contingent liabilities. Goodwillis allocated to the cash generating unit or groups ofcash-generating units that benefit from the synergies ofthe combination, based on the level at which the return oninvestment is monitored for internal management purposes.Goodwill is not amortised but is tested for impairment ateach year-end, or whenever there is an indication that itmay be impaired. Impairment losses on goodwill are notreversible. The method used by the Group to test goodwill forimpairment is described in the note entitled “Impairment ofnon-current assets”. Negative goodwill is recognised directlyin the income statement for the period of the businesscombination, once the identification and measurement ofthe acquiree’s identifiable assets, liabilities and contingentliabilities have been verified.Note 1.5.6.2 • Intangible assetsIntangible assets acquired separately by the Group aremeasured at cost and those acquired in business combinationsare measured at fair value. Intangible assets consistmainly of purchased software, software developed forinternal use, trademarks, patents and lease premiums.Trademarks that are created and developed internally arenot recognised on the balance sheet. Intangible assets areamortised on a straight-line basis over their estimated usefullives. Development costs are amortised over three yearsand software over three to ten years. Intangible assets withan indefinite useful life (including lease premiums and purchasedtrademarks) are not amortised, but are tested forimpairment at each year-end or whenever there is an indicationthat their carrying amount may not be recovered.An intangible asset is derecognised on disposal or whenno future economic benefits are expected from its use ordisposal. The gain or loss arising from the derecognition ofan intangible asset is determined as the difference betweenthe net sale proceeds, if any, and the carrying amount of theasset. It is recognised in profit or loss (“Other operating incomeand expense”) when the asset is derecognised.Residual values, useful lives and amortisation methodsare reviewed at each year-end and revised prospectively ifnecessary.Note 1.5.7 • Property, plant and equipmentProperty, plant and equipment are measured at cost lessaccumulated depreciation and any accumulated impairmentlosses.Subsequent expenditures are recognised in assets if theysatisfy the recognition criteria in IAS 16. The Group examinesthese criteria before making expenditure.Land is not depreciated. All other items of property, plantand equipment are depreciated on a straight-line basis overtheir expected useful lives without taking into account anyresidual value. The main useful lives are as follows:Asset categoryDepreciationperiod (years)Land –Buildings (shell) 40Roof waterproofing and shell fire protectionsystems15Land improvements 10 to 20Building fixtures and fittings 5 to 10Technical installations, machineryand equipment5 to 12Computer equipment 3 to 5“Roofing and shell fire protection systems” are classified asseparate items of property, plant and equipment only whenthey are installed during major renovation projects. In allother cases, they are part of the building.An item of property, plant and equipment is derecognised ondisposal or when no future economic benefits are expectedfrom its use or disposal. The gain or loss arising from thederecognition of an item of property, plant and equipment isdetermined as the difference between the net sale proceeds,if any, and the carrying amount of the asset. It is recognisedin profit or loss (“Other operating income and expense”)when the asset is derecognised.Residual values, useful lives and depreciation methods arereviewed at each year-end and revised prospectively if necessary.Note 1.5.8 • Finance leasesLeases that transfer substantially all the risks and rewardsof ownership to the lessee are classified as finance leases.They are recognised in the consolidated balance sheet atthe inception of the lease at the fair value of the leasedasset or, if lower, the present value of the minimum leasepayments.Leased assets are accounted for as if they had been acquiredthrough debt. They are recognised as assets (accordingto their nature) with a corresponding amount recognisedin financial liabilities.Leased assets are depreciated over their expected usefullife in the same way as other assets in the same category,or over the lease term if shorter, unless the lease contains apurchase option and it is reasonably certain that the optionwill be exercised.Finance lease obligations are discounted and recognised inthe balance sheet as a financial liability. Payments madeunder operating leases are expensed as incurred.Note 1.5.9 • Borrowing costsBorrowing costs that are directly attributable to the acquisition,construction or production of an asset that necessarilytakes a substantial period of time to get ready for its intendeduse or sale (typically more than six months) are capitalisedin the cost of that asset. All other borrowing costs are recog-

80 Inised as an expense in the period in which they are incurred.Consolidated financial statementsRegistration document 2009 / Casino GroupNotes to the consolidatedfinancial statementsBorrowing costs are interest and other costs incurred by anentity in connection with the borrowing of funds.The Group capitalises borrowing costs for all qualifying assetswhose construction commencement date is on or after1 January 2009. The Group continues to expense borrowingcosts as incurred for projects whose commencement datewas before 1 January 2009.Note 1.5.10 • Investment propertyInvestment property is property held to earn rentals or forcapital appreciation or both. It is recognised and measuredin accordance with IAS 40.The shopping centres owned by the Group are classified asinvestment property.Subsequent to initial recognition, they are measured at historicalcost less accumulated depreciation and any accumulatedimpairment losses. Their fair value is disclosed inthe notes to the consolidated financial statements. Investmentproperty is depreciated over the same useful life andaccording to the same rules as owner-occupied property.The shopping malls owned by Mercialys are valued on an asset-by-assetbasis by external appraisers in accordance withRICS (Royal Institute of Chartered Surveyors) standards, usingthe open market value appraisal methods recommendedin the 3rd edition of the French Property Appraisal Charter(Charte de l’expertise en évaluation immobilière) of June2006 and the 2000 report of the combined workgroup set upby the French securities regulator (COB now renamed AMF)and the French accounting board (CNC) on property assetvaluations for listed companies. One third of Mercialys’ assetsare re-appraised each year by rotation and the existingappraisals for the other two thirds are updated. In accordancewith the COB/CNC 2000 report, two methods were usedto determine the market value of each asset:• The income capitalisation (IC) method consists of assessingthe rental revenue generated by the property andmultiplying this income by the market yield on comparableproperties (selling space, configuration, competition, ownershipmethod, rental and extension potential and comparabilitywith recent transactions), taking into accountany difference between actual and market rents for theproperty concerned. Any non-billable expenses and worksare then deducted from this amount.• The discounted cash flows (DCF) method consists of discountingfuture revenues from the asset and takes into account,year after year, forecast rent adjustments, vacancyrates and other parameters such as marketing periods andcapital expenditure to be financed by the lessor.The discount rate used is the risk-free market rate (10-yearOAT TEC) plus a property market risk and liquidity premium,plus a premium for obsolescence and rental risk if applicable.Small assets are also valued by comparison to transactionsin similar assets.Note 1.5.11 • Cost of fixed assetsThe cost of fixed assets corresponds to their purchase costplus transaction expenses including tax.Note 1.5.12 • Impairment of non-current assetsThe procedure to be followed to ensure that the carryingamount of assets does not exceed their recoverable amount(recovered by use or sale) is defined in IAS 36.Goodwill and intangible assets with an indefinite useful lifeare tested for impairment at least once a year. Other assetsare tested whenever there is an indication that they may beimpaired.Note 1.5.12.1 • Cash Generating Units (CGUs)A cash-generating unit is the smallest identifiable group ofassets that generates cash inflows that are largely independentof the cash inflows from other assets or groups ofassets.The Group has defined cash-generating units as follows:• for hypermarkets, supermarkets and discount stores, eachstore is treated as a separate CGU;• for other networks, each network represents a separateCGU.Note 1.5.12.2 • Impairment indicatorsApart from the external sources of data monitored by theGroup (economic environment, market value of the assets,etc.), the impairment indicators used are based on the natureof the assets:• land and buildings: loss of rent or early termination of alease contract;• fixed assets related to the business (assets of the cash generatingunit): ratio of net book value of the assets relatedto a store divided by sales (including VAT), higher than a definedlevel determined separately for each store category;• assets allocated to administrative activities (headquartersand warehouses): the closing of a site or the obsolescenceof equipment used at the site.Note 1.5.12.3 • Recoverable amountThe recoverable amount of an asset is the higher of its fairvalue less costs to sell and its value in use. It is generallydetermined separately for each asset. When this is not possible,the recoverable amount of the group of CGUs to whichthe asset belongs is used.Fair value less costs to sell is the amount obtainable fromthe sale of an asset in an arm’s length transaction betweenknowledgeable, willing parties, less the costs of disposal. Inthe retailing industry, fair value less costs to sell is generallydetermined on the basis of a sales or EBITDA multiple.Value in use is the present value of the future cash flowsexpected to be derived from continuing use of an asset andfrom its ultimate disposal. It is determined internally or byexternal experts on the basis of cash flow projections containedin business plans or budgets covering no more than

Registration document 2009 / Casino Group Consolidated financial statementsI 81five years. Cash flows beyond the projection period are estimatedby applying a constant or decreasing growth rate. Thediscount rate corresponds to long-term after-tax marketrates reflecting market estimates of the time value of moneyand the specific risks associated with the asset. The terminalvalue is generally determined on the basis of a multipleof final year EBITDA.For goodwill impairment testing purposes, the recoverableamounts of CGUs or groups of CGUs are determined annuallyat the year end.Note 1.5.12.4 • ImpairmentAn impairment loss is recognised when the carrying amountof an asset or the CGU to which it belongs is greater than itsrecoverable amount. Impairment losses are recorded as anexpense under “Other operating income and expense”.Impairment losses recognised in a prior period are reversedif, and only if, there has been a change in the estimates usedto determine the asset’s recoverable amount since the lastimpairment loss was recognised. However, the increasedcarrying amount of an asset attributable to a reversal of animpairment loss may not exceed the carrying amount thatwould have been determined had no impairment loss beenrecognised for the asset in prior years.Impairment losses on goodwill cannot be reversed.Note 1.5.13 • Financial assetsNote 1.5.13.1 • DefinitionsFinancial assets are classified into four categories accordingto their type and intended holding period, as follows:• held-to-maturity investments;• financial assets at fair value through profit or loss;• loans and receivables;• available-for-sale financial assets.Financial assets are classified as current if they are due inless than one year and non-current if they are due in morethan one year.Note 1.5.13.2 • Recognition and measurementof financial assetsWith the exception of financial assets at fair value throughprofit or loss, all financial assets are initially recognised atcost, corresponding to the fair value of the considerationpaid plus transaction costs.Note 1.5.13.3 • Held-to-maturity investmentsHeld-to-maturity investments are fixed income securitiesthat the Group has the positive intention and ability to holdto maturity. They are measured at amortised cost usingthe effective interest method. Amortised cost is calculatedby adding or deducting any premium or discount over theremaining life of the securities. Gains and losses are recognisedin the income statement when the assets are derecognisedor there is objective evidence of impairment, and alsothrough the amortisation process.Note 1.5.13.4 • Financial assets at fair valuethrough profit or lossFinancial assets at fair value through profit or loss are financialassets classified as held for trading, i.e. assets that areacquired principally for the purpose of selling them in thenear term. They are measured at fair value and gains andlosses arising from remeasurement at fair value are recognisedin the income statement. Some assets may be designatedat inception as financial assets at fair value throughprofit or loss.These financial instruments mainly comprise units in eligiblemutual funds classified as current assets under cashequivalents.Note 1.5.13.5 • Loans and receivablesLoans and receivables are financial assets issued or acquiredby the Group in exchange for cash, goods or servicesthat are paid, delivered or rendered to a debtor. They aremeasured at amortised cost using the effective interestmethod. Long-term loans and receivables that are notinterest-bearing or that bear interest at a below-market rateare discounted when the amounts involved are material. Anyimpairment losses are recognised in the income statement.Trade receivables are recognised and measured at the originalinvoice amount net of any accumulated impairmentlosses. They are derecognised when all the related risks andrewards are transferred to a third party.Note 1.5.13.6 • Available-for-sale financial assetsAvailable-for-sale financial assets correspond to financialassets not meeting the criteria for classification in any ofthe other three categories. They are measured at fair value.Gains and losses arising from remeasurement at fair valueare accumulated in equity until the asset is derecognised.When they are derecognised or when a decline in the fairvalue of an available-for-sale financial asset has been recogniseddirectly in equity and there is objective evidencethat the impairment is other than temporary, the cumulativeloss that had been recognised directly in equity is removedfrom equity and recognised in the income statement.Impairment losses on equity instruments are irreversibleand any subsequent increases in fair value are recogniseddirectly in equity.Impairment losses on debt instruments are reversed throughthe income statement in the event of a subsequent increasein fair value, provided that the amount reversed does notexceed the impairment losses previously recognised in theincome statement.This category mainly comprises investments in non-consolidatedcompanies. Available-for-sale financial assets areclassified under non-current financial assets.Note 1.5.13.7 • Cash and cash equivalentsIn accordance with IAS 7, cash and cash equivalents consistof cash and investments that are short-term, highly liquid,readily convertible to known amounts of cash and are subjectto an insignificant risk of changes in value.

82 INote 1.5.13.8 • DerecognitionConsolidated financial statementsRegistration document 2009 / Casino GroupNotes to the consolidatedfinancial statementsFinancial assets are derecognised in the following twocases:• the contractual rights to the cash flows from the financialasset expire; or,• the contractual rights are transferred and the transferqualifies for derecognition,- when substantially all the risks and rewards of ownershipof the financial asset are transferred, the asset isderecognised in full;- when substantially all the risks and rewards of ownershipare retained by the Group, the financial asset continuesto be recognised in the balance sheet for its totalamount.The Group has set up receivables discounting programmeswith its banks. The Group considers that there is no risk ofdiscounted receivables being cancelled by credit notes orbeing set off against liabilities. The receivables discountedunder the programmes mainly concern services invoiced bythe Group under contracts with suppliers that reflect thevolume of business made with the suppliers concerned. Theother risks and rewards associated with the receivableshave been transferred to the banks. Consequently, as substantiallyall the risks and rewards have been transferred atthe balance sheet date, the receivables are derecognised.Note 1.5.14 • Financial liabilitiesNote 1.5.14.1 • DefinitionsFinancial liabilities are classified into two categories asfollows:• borrowings recognised at amortised cost;• financial liabilities at fair value through profit or loss.Financial liabilities are classified as current if they are duein less than one year and non-current if they are due in morethan one year.Note 1.5.14.2 • Recognition and measurementof financial liabilitiesFinancial liabilities are measured according to their categoryunder IAS 39.Note 1.5.14.2.1 • Financial liabilities recognisedat amortised costBorrowings and other financial liabilities are usually recognisedat amortised cost using the effective interest rate method,except for instruments qualifying for hedge accounting.Debt issue costs and issue and redemption premiums areincluded in the cost of borrowings and financial debt. Theyare added or deducted from borrowings, and are amortisedusing an actuarial method.Note 1.5.14.2.2 • Financial liabilities at fair valuethrough profit or lossThese are financial liabilities intended to be held on a shorttermbasis for trading purposes. They are measured at fairvalue and gains and losses arising from remeasurement atfair value are recognised in the income statement.Note 1.5.14.3 • Recognition and measurementof derivative instrumentsCash flow hedgesAll derivative instruments (swaps, collars, floors and options)are recognised in the balance sheet and measuredat fair value, with gains and losses arising from remeasurementat fair value recognised in the income statement.In accordance with IAS 39, hedge accounting is applied to:• fair value hedges (for example, swaps to convert fixed ratedebt to variable rate). In this case, the debt is measured atfair value, with gains and losses arising from remeasurementat fair value recognised in the income statement ona symmetrical basis with the loss or gain or loss on thederivative. If the hedge is entirely effective, the loss orgain on the hedged debt is offset by the gain or loss on thederivative;• cash flow hedges (for example, swaps to convert floatingrate debt to fixed rate). For these hedges, the effective portionof the change in the fair value of the derivative is recognisedin equity and reclassified into the income statementon a symmetrical basis with the hedged cash flows, andthe ineffective portion is recognised directly in the incomestatement.Hedge accounting may only be used if:• the hedging relationship is clearly defined and documentedat inception; and• the effectiveness of the hedge can be demonstrated at inceptionand throughout its life.The effective portion of changes in the fair value of derivativefinancial instruments net of tax is recognised directly in equityand the ineffective portion in profit or loss for the period.Gains or losses accumulated in equity are reclassified toprofit or loss under the same line item as the hedged item:• i.e. trading profit for hedges of operating cash flows andnet financial income or expense for other hedges;• in the same periods during which the hedged cash flowaffects profit or loss.If the hedge relationship ceases, particularly because it isno longer considered to be effective, accumulated gains orlosses on the hedging instrument are retained in equity untilthe hedged transaction affects profit or loss, except wherethe hedged transaction is no longer highly probable, in whichcase the gains or losses accumulated in equity are reclassifiedto profit or loss immediately.Derivative financial instruments that do not qualifyfor hedge accounting: recognition and presentationWhen a derivative financial instrument does not qualify or nolonger qualifies for hedge accounting, changes in fair valueare recognised directly in profit or loss for the period under“Other financial income and expense”.Note 1.5.15 • Fair value of financial instrumentsThe Group adopted the IFRS 7 amendment on fair value disclosureson 1 January 2009. The amendment requires entitiesto classify fair value measurements using a fair value

Registration document 2009 / Casino Group Consolidated financial statementsI 83hierarchy that reflects the significance of the inputs used inmaking the measurements. The fair value hierarchy has thefollowing levels:• quoted prices (unadjusted) in active markets for identicalassets or liabilities (Level 1);• inputs other than quoted prices included within Level 1that are observable either directly (i.e. as prices) or indirectly(i.e. derived from prices) (Level 2);• inputs for the asset or liability that are not based on observablemarket data (unobservable inputs) (Level 3).The fair value of financial instruments traded in an activemarket is the quoted price on the balance sheet date. Amarket is considered as active if quoted prices are readilyand regularly available from an exchange, dealer, broker, industrygroup, pricing service or regulatory agency, and thoseprices represent actual and regularly occurring markettransactions on an arm’s length basis. These instrumentsare classified as Level 1.The fair value of financial instruments which are not quotedin an active market (such as over-the-counter derivatives) isdetermined using valuation techniques. These techniquesuse observable market data wherever possible and makelittle use of the Group’s own estimates. If all the inputs requiredto calculate fair value are observable, the instrumentis classified as Level 2.If one or more significant inputs are not based on observablemarket data, the instrument is classified as Level 3.Note 1.5.16 • InventoriesInventories are measured at the lower of cost and net realisablevalue, determined by the first-in first-out (FIFO) method.The cost of inventories comprises all costs of purchase,costs of conversion and other costs incurred in bringing inventoriesto their present location and condition.Accordingly, logistics costs are included in the carryingamount and supplier discounts recognised in “Cost of goodssold” are deducted.The cost of inventory includes gains or losses on cash flowhedges of future inventory purchases initially recognised inequity.Net realisable value is the estimated selling price in the ordinarycourse of business less the estimated costs of completionand the estimated costs necessary to make the sale.Property development work in progress is recognised in inventories.Note 1.5.17 • Non-current assets held for saleand discontinued operationsNon-current assets classified as held for sale are measuredat the lower of their carrying amount and their fair value lesscosts to sell. A non-current asset (or disposal group) is classifiedas held for sale if its carrying amount will be recoveredprincipally through a sale transaction rather than throughcontinuing use. For this condition to be met, the asset (ordisposal group) must be available for immediate sale in itspresent condition and its sale must be highly probable. Forthe sale to be highly probable, management must be committedto a plan to sell the asset (or disposal group), and thesale should be expected to qualify for recognition as a completedsale within one year from the date of classification.In the consolidated income statement for the current andprior periods, the post-tax results of discontinued operationsand any gain or loss on sale are presented as a singleamount on a separate line item below the results of continuingoperations, even where the Group retains a minorityinterest in the subsidiary after its sale.Property, plant and equipment and intangible assets classifiedas held for sale are no longer depreciated or amortised.Note 1.5.18 • EquityNote 1.5.18.1 • Equity instruments and hybridinstrumentsThe classification of instruments issued by the Group in equityor debt depends on each instrument’s specific characteristics.An instrument is deemed to be an equity instrumentwhen the following two conditions are met: (i) the instrumentdoes not contain a contractual obligation to deliver cashor another financial asset to another entity, or to exchangefinancial assets or financial liabilities with another entity underconditions that are potentially unfavourable to the entity;and (ii) in the case of a contract that will or may be settled inthe entity’s own equity instruments, it is either a non-derivativethat does not include a contractual obligation to deliver avariable number of the company’s own equity instruments,or it is a derivative that will be settled by the exchange of afixed amount of cash or another financial asset for a fixednumber of the entity’s own equity instruments.Accordingly, instruments that are redeemable at the Group’sdiscretion and for which the remuneration depends on thepayment of a dividend are classified in equity.Note 1.5.18.2 • Equity transaction costsExternal and qualifying internal costs directly attributable toequity transactions or transactions involving equity instrumentsare recorded as a deduction from equity, net of tax.All other transaction costs are recognised as an expense.Note 1.5.18.3 • Treasury shareCasino, Guichard-Perrachon shares purchased by the Groupare deducted from equity at cost. The proceeds from salesof treasury shares are credited to equity with the result thatany disposal gains or losses, net of the related tax effect,have no impact in the income statement for the period.Note 1.5.18.4 • Options on treasury sharesOptions on treasury shares are treated as derivative instruments,equity instruments or financial liabilities dependingon their characteristics.Options classified as derivatives are measured at fair valuethrough profit or loss. Options classified as equity instru-

84 Iments are measured in equity at their initial amount andConsolidated financial statementsRegistration document 2009 / Casino GroupNotes to the consolidatedfinancial statementschanges in value are not recognised. The accounting treatmentof financial liabilities is described in note 1.5.14.Note 1.5.18.5 • Share-based paymentThe management and certain employees of the Group receivestock options and share grants.The fair value of the options at the grant date is recognisedin employee benefits expense over the option vesting period,generally three years.The fair value of options is determined using the Black &Scholes option pricing model, based on the plan attributes,market data (including the market price of the underlyingshares, share price volatility and the risk-free interest rate)at the grant date and assumptions concerning the probabilityof grantees remaining with the Group until the options vest.The fair value of share grants is also determined on the basisof the plan attributes, market data at the grant date and assumptionsconcerning the probability of grantees remainingwith the Group until the shares vest. If there are no vestingconditions attached to the share grant plan, the expenseis recognised in full when the plan is set up. Otherwise theexpense is deferred over the vesting period as and when thevesting conditions are met.Note 1.5.19 • ProvisionsNote 1.5.19.1 • Post-employment and other long-termemployee benefitsGroup companies provide their employees with various benefitplans depending on local laws and practice.Under defined contribution plans, the Group pays fixed contributionsinto a fund and has no obligation to pay furthercontributions if the fund does not hold sufficient assets topay all employee benefits relating to employee service in thecurrent and prior periods. Contributions to these plans areexpensed as incurred.Under defined benefit plans, the Group’s obligation is measuredusing the projected unit credit method based on theagreements effective in each company. Under this method,each period of service gives rise to an additional unit ofbenefit entitlement and each unit is measured separatelyto build up the final obligation. The final obligation is thendiscounted. The actuarial assumptions used to measure theobligation vary according to the economic conditions prevailingin the relevant country. The obligation is measuredby independent actuaries annually for the most significantplans and for the employment termination benefit, and regularlyfor all other plans. Assumptions include expected rateof future salary increases, estimated average working life ofemployees, life expectancy and staff turnover rates.Actuarial gains and losses arise from the effects of changesin actuarial assumptions and experience adjustments (differencesbetween results based on previous actuarial assumptionsand what has actually occurred). All gains andlosses arising on defined benefit plans are recognised immediatelyin equity.Past service cost is the increase in the obligation resultingfrom the introduction of, or changes to, benefit plans. It isrecognised as an expense on a straight-line basis over theaverage period until the benefits become vested, or immediatelyif the benefits are already vested.Expenses related to defined benefit plans are recognised inoperating expenses (service cost) or other financial incomeand expense (interest cost and expected return on planassets).Curtailments, settlements and past service costs are recognisedin operating expenses or other financial income andexpense depending on their nature. The liability recognisedin the balance sheet is measured as the net present value ofthe obligation, less the fair value of plan assets and unrecognisedpast service cost.Note 1.5.19.2 • Other provisionsA provision is recorded when the Group has a present obligation(legal or constructive) as a result of a past event, theamount of the obligation can be reliably estimated and it isprobable that an outflow of resources embodying economicbenefits will be required to settle the obligation. Provisionsare discounted when the related adjustment is material.In accordance with the above principle, a provision is recordedfor the cost of repairing equipment sold with a warranty.The provision represents the estimated cost of repairs to beperformed during the warranty period, as estimated on thebasis of actual costs incurred in prior years. Each year, partof the provision is reversed to offset the actual repair costsrecognised in expenses.A provision for restructuring is recorded when the Group hasa constructive obligation to restructure. This is the case whenmanagement has drawn up a detailed, formal plan and hasraised a valid expectation in those affected that it will carryout the restructuring by announcing its main features tothem before the period-end.Other provisions concern specifically identified liabilitiesand charges.Contingent liabilities correspond to possible obligationsthat arise from past events and whose existence will be confirmedonly by the occurrence or non-occurrence of one ormore uncertain future events not wholly within the Group’scontrol, or present obligations whose settlement is notexpected to require an outflow of resources embodying economicbenefits. Contingent liabilities are not recognised inthe balance sheet, except when they arise from a businesscombination, but are disclosed in the notes to the financialstatements.Note 1.5.20 • Put options granted to minorityshareholdersThe Group has granted put options to the minority shareholdersof some of its fully-consolidated subsidiaries. Inaccordance with IAS 32, the obligations under these putshave been recognised as financial liabilities. Options with

Registration document 2009 / Casino Group Consolidated financial statementsI 85a fixed exercise price are measured and recorded at discountedpresent value and options with a variable exerciseprice at fair value.On initial recognition, the put does not immediately transferthe economic benefits inherent to the ownership of theunderlying securities. Accordingly, the liability is measuredat the exercise price of the securities underlying the put,and the acquisition of the additional securities has been anticipated.However, current standards do not clearly specifywhere the contra entry should be recorded, and the Grouphas therefore opted to recognise the corresponding amountin goodwill. The minority interest is reclassified as a liabilityand the difference between the liability and the carryingamount of the minority interest is recognised in goodwill,in line with the accounting treatment used by the Group forrecording purchases of minority interests.Dividends paid to minority shareholders are reflected in anincrease in goodwill.In the income statement, the profit attributable to minorityshareholders is recognised in minority interests. In the balancesheet, the profit attributable to minority interests isdeducted from goodwill. No financial expense is recognisedfor changes in value of the liability, which are recognised ingoodwill.On subsequent reporting dates, the periodical revision ofthe assumptions underlying the change in value of puts witha variable exercise price automatically leads to an adjustmentto their fair value. The amount recognised in goodwillis adjusted each year for changes in the value of the optionexercise price and in minority interest.This accounting treatment, which would be applied if the optionswere exercised today, best reflects the substance of thetransaction. However, it may be changed if an interpretationor new standard is issued requiring application of a differentapproach. The Group is currently analysing the potential impactsof IAS 27R and IFRS 3R on this accounting treatment.Note 1.5.21 • General definition of fair valueFair value is the amount for which an asset could be exchanged,or a liability settled, between knowledgeable, willingparties in an arm’s length transaction.Note 1.5.22 • Classification of assets and liabilitiesas current and non-currentAssets that are expected to be realised in, or are intendedfor sale or consumption in, the Group’s normal operating cycleor within twelve months after the balance sheet date areclassified as current assets, together with assets that areheld primarily for the purpose of being traded and cash andcash equivalents. All other assets are classified as “noncurrent”.Liabilities that are expected to be settled in theentity’s normal operating cycle or within twelve months afterthe balance sheet date are classified as current. The Group’snormal operating cycle is twelve months.All deferred tax assets and liabilities are classified as noncurrentassets or liabilities.Note 1.5.23 • Total revenueRevenue comprises net sales and other income.Net sales include sales by the Group’s stores, self-servicerestaurants and warehouses, as well as financial services,rental services and revenue from other miscellaneous servicesrendered.Other income consists of revenue related to the property developmentbusiness, incidental revenues and revenues fromsecondary activities, including commissions for the sale oftravel packages and franchise or sub-letting revenues.Note 1.5.24 • Gross profitGross profit corresponds to the difference between net salesand the cost of goods sold.The cost of goods sold comprises the cost of purchases netof discounts and commercial cooperation fees, changes ininventory related to retail activities and logistics costs.Commercial cooperation fees are measured based on contractssigned with suppliers. They are billed in instalmentsover the year. At each year-end, an accrual is booked for theamount receivable or payable, corresponding to the differencebetween the value of the services actually renderedto the supplier and the sum of the instalments billed duringthe year.Changes in inventory, which may be positive or negative,are determined after taking into account any impairmentlosses.Logistics costs correspond to the cost of logistics operationsmanaged or outsourced by the Group, comprising all warehousing,handling and freight costs incurred after goods arefirst received at one of the Group’s stores or warehouses.Transport costs included in suppliers’ invoices (e.g. for goodspurchased on a “delivery duty paid” or “DDP” basis) are includedin purchase costs, Outsourced transport costs arerecognised under logistics costs.Note 1.5.25 • Selling expenseSelling expenses consist of point-of-sale costs, as well asthe cost of property development work and changes in workin progress.Note 1.5.26 • General and administrative expensesGeneral and administrative expenses correspond to overheadsand the cost of corporate units, including the purchasingand procurement, sales and marketing, IT and financefunctions.Note 1.5.27 • Pre-opening and post-closure costsWhen they do not meet the criteria for capitalisation, costsincurred prior to the opening or after the closure of a storeare recognised in operating expense when incurred.

86 INote 1.5.28 • Other operating income and expenseConsolidated financial statementsRegistration document 2009 / Casino GroupNotes to the consolidatedfinancial statementsOther operating income and expense correspond to the effectsof major events occurring during the period that woulddistort analyses of the Group’s recurring profitability. Theyare defined as significant items of income and expense thatare limited in number, unusual or abnormal, whose occurrenceis rare.Note 1.5.29 • Finance costs, netFinance costs, net correspond to all income and expensesgenerated by net debt during the period, including gains andlosses on sales of cash equivalents, interest rate and currencyhedging gains and losses, as well as interest chargeson finance leases.Net debt corresponds to borrowings and financial liabilitiesless cash and cash equivalents, as increased or reduced bythe net impact of fair value hedges of debt with a positive ornegative fair value.Note 1.5.30 • Other financial income and expenseThis item corresponds to financial income and expense thatis not generated by net debt.It consists mainly of dividends from non-consolidated companies,gains and losses arising from remeasurement at fairvalue of financial assets other than cash and cash equivalentsand of derivatives not qualifying for hedge accounting,gains and losses on disposal of financial assets otherthan cash and cash equivalents, discounting adjustments(including to provisions for pensions and other post-employmentbenefit obligations) and exchange gains and losses onitems other than components of net debt.Cash discounts are recognised in financial income for theportion corresponding to the normal market interest rateand as a deduction from cost of goods sold for the balance.Note 1.5.31 • Income tax expenseIncome tax expense corresponds to the sum of the currenttaxes due by the various Group companies and changes indeferred taxes.Qualifying French subsidiaries are generally members of atax group and file a consolidated tax return.Current tax expenses reported in the income statement correspondto the tax expenses of the parent companies of the taxgroups and companies that are not members of a tax group.Deferred tax assets correspond to future tax benefits arisingfrom deductible temporary differences, tax loss carryforwardsand certain consolidation adjustments that areexpected to be recoverable.Deferred tax liabilities are recognised in full for:• taxable temporary differences, except where the deferredtax liability results from recognition of a non-deductibleim pairment loss on goodwill or from initial recognition ofan asset or liability in a transaction which is not a businesscombination and, at the time of the transaction, affects neitheraccounting profit nor taxable profit or the tax loss; and• taxable temporary differences related to investments insubsidiaries, associates and joint ventures, except whenthe Group controls the timing of the reversal of the differenceand it is probable that it will not reverse in the foreseeablefuture.Deferred taxes are recognised according to the balance sheetmethod and, in accordance with IAS 12, are not discounted.They are calculated by the liability method, which consists ofadjusting deferred taxes recognised in prior periods for theeffect of any enacted changes in the income tax rate.The 2010 finance act, passed on 30 December 2009, abolishedthe French business tax (taxe professionnelle) as of2010 and replaced it with two new levies:• the Cotisation Foncière des Entreprises (CFE), which isbased on the property rental values currently used to calculatethe taxe professionnelle;• the Cotisation sur la Valeur Ajoutée des Entreprises (CVAE),which is based on the value added reported in the parentcompany financial statements.The Group has reviewed the accounting treatment of thisFrench tax in light of IFRS requirements, taking account ofthe latest available information on the accounting treatmentof income tax and other taxes, and particularly the informationprovided by IFRIC and the French accounting standardssetter (CNC).The Group believes that in substance the taxe professionnellehas been replaced by two new levies which are differentin nature:• the CFE, which is based on property rental values and maybe capped at a percentage of value added, is very similar tothe taxe professionnelle and will therefore be recognisedas an operating expense in the same way in 2010;• the CVAE, which, according to the Group’s analysis, meetsthe definition of a tax on income as defined in IAS 12, sincevalue added, which is the basis for determining the amountdue under French tax rules, is an intermediate level ofincome.In accordance with the provisions of IAS 12, the classificationof the CVAE as a tax on income led to the recognition at31 December 2009 of a deferred tax liability for temporarydifferences existing at that date. As the finance act waspassed in 2009, a corresponding charge was recognised inthe 2009 income statement under income tax for the period.In addition, as of 2010, the total current and deferred CVAEcharge will also be included in income tax.The principal basis used to calculate the deferred tax chargeat 31 December 2009 was the carrying amount of depreciablefixed assets. As of 2010, in accordance with IAS 12, nodeferred tax liability will be recognised upon the initial recognitionof fixed assets purchased in a transaction which isnot a business combination.Note 1.5.32 • Earnings per shareBasic earnings per share are calculated based on theweighted average number of shares outstanding during the

Registration document 2009 / Casino Group Consolidated financial statementsI 87period, excluding shares issued in payment of dividends andtreasury shares. Diluted earnings per share are calculatedby the treasury stock method, as follows:• numerator: earnings for the period are adjusted for intereston convertible bonds and dividends on deeply subordinatedperpetual bonds;• denominator: the number of shares is adjusted to includepotential shares corresponding to dilutive instruments(equity warrants, stock options and share grants), less thenumber of shares that could be bought back at marketprice with the proceeds from the exercise of the dilutiveinstruments. The market price used for the calculation correspondsto the average share price for the year.Equity instruments that will or may be settled in Casino,Guichard-Perrachon shares are included in the calculationonly when their settlement would have a dilutive impact onearnings per share.Note 1.5.33 • Segment informationSince 1 January 2009, the Group has applied IFRS 8 – OperatingSegments, which replaces IAS 14. The application ofIFRS 8 had no material impact on the financial statementscompared with IAS 14.Segment information now reflects a management view andis based on the internal reporting used by the chief operatingdecision maker (Chairman and Chief Executive Officer) tomake decisions about allocating resources and evaluatingperformance.Segment information is prepared in accordance with the accountingprinciples applied by the Group.The Group’s reportable operating segments are:• Géant Casino France Hypermarkets;• Convenience Stores, comprising Casino Supermarkets,Monoprix and Superettes;• Franprix-Leader Price;• Latin America;• Asia.There are also some residual activities which are groupedtogether under “Other Businesses”, mainly comprising Foodservice,Cdiscount, Banque du Groupe Casino and Mercialysin France, and the Indian Ocean region in International.Management evaluates the performance of its operatingsegments on the basis of trading profit.NOTE 2 • SIGNIFICANT EVENTS OF THE YEARNOTE 2.1 • CHANGES IN THE SCOPE OF CONSOLIDATIONThe main changes in the scope of consolidation during 2009 were as follows:NEWLY-CONSOLIDATED AND DECONSOLIDATED COMPANIESCompany Business Country Operation Consolidation methodGlobex Utilidades (1) Retail Brazil Acquisition PCDCF scope (Dilux and Chalin) (2)Supermarketbusiness ownersFrance Acquisition FCFranprix-Leader Price sub-group (3) Retail France Acquisition FCLes Halles des Bords de Loire (4) Property development France Acquisition FCCaserne de Bonne (5) Property development France Acquisition FCEasy Holland BV Holding company Netherlands Disposal –(1) During the second half of 2009, GPA acquired 95.46% of Globex Utilidades and its Ponto Frio banner, a retailer of household electricals and consumerelectronics (see note 3).(2) The Group acquired Dilux and Chalin (owners of supermarket businesses) for €26 million generating €28 million in goodwill.(3) The Group acquired various companies (mainly Chariglione, Barat and Guenant) for a total of €68 million generating €31 million in goodwill.(4) The Group acquired Les Halles des Bords de Loire for €13 million, which did not generate any goodwill.(5) The Group acquired Caserne de Bonne for €47 million, which did not generate any goodwill.

88 INotes to the consolidatedfinancial statementsConsolidated financial statementsRegistration document 2009 / Casino GroupCHANGES IN PERCENTAGE INTEREST WITH NO CHANGE OF CONSOLIDATION METHODCompany Business Country Change in percentage interest Consolidation methodMercialys (1) Real estate France Decrease (8.29%) FCExito (2) Retail Colombia Decrease (5.64%) FCGPA Retail Brazil Decrease (1.05%) PCCarulla Vivero (3) Retail Colombia Increase (22.82%) FCBarcelona (4) Retail Brazil Increase (40%) PC(1) Following the transactions described in note 2.2, and particularly the dividend paid to Casino shareholders in Mercialys shares.(2) Following the new share issue made by Exito (see note 2.2).(3) Exercise of the Carulla put (see note 2.2).(4) GPA now owns 100% of Barcelona (Assai banner) following the exercise of its put option in the second half of 2009.A list of main consolidated companies is provided in note 39.NOTE 2.2 • OTHER SIGNIFICANT EVENTSFurther property assets transferred to Mercialys underthe Alcudia value enhancement programmeOn 5 March 2009, Casino announced the transfer of a €334mil lion portfolio of property assets comprising Casino developmentprojects and hypermarket retail and storage spaceto its subsidiary Mercialys under the Alcudia programme.The transaction was described in a document filed by Mercialyswith the AMF on 17 April 2009 and forms part of thestrategy pursued by the Group since 2005 to capture thevalue of and monetise its property assets. Mercialys issued14.2 million new shares in exchange for the assets, raisingCasino’s interest in its capital from 59.7% to 66.1%. As thiswas an intragroup transaction, the impact was eliminated inthe consolidated financial statements.Payment of a dividend in Mercialys sharesto Casino shareholdersAt the annual general meeting of 19 May 2009, the shareholdersof Casino, Guichard-Perrachon approved a mixedcash and stock dividend of €2.57 per share in cash for thepreferred non-voting shares and €2.53 per share for the ordinaryshares, plus one Mercialys share for every Casino eightshares held for all ordinary and preferred non-voting shareseligible for a dividend. Distribution of the stock dividend hadthe effect of reducing the Group’s interest in Mercialys toaround 50.4% of the capital and voting rights. This transaction,together with the conversion of preferred non-votingshares into ordinary shares referred to below, was describedin a securities note filed with the AMF on 21 April 2009.The distribution to shareholders of shares in a subsidiarythat does not involve loss of control is not specifically dealtwith in current accounting standards. IFRIC 17 – Distributionsof Non-cash Assets to Owners was published inNovember 2009, although its scope does not cover transactionsin a subsidiary’s shares leading to the recognition ofminority interests. However, it does specify that this type oftransaction should be accounted for in accordance with theprovisions of IAS 27 Revised (1) , applicable by the Group asof 1 January 2010.The Group considers that the distribution of Mercialys sharesshould be treated as a reduction in its percentage interest ina subsidiary without loss of control. In accordance with theaccounting principles described in note 1.5.2 “BusinessCombinations”, such a transaction gives rise to the recognitionof a gain or loss equal to the difference between the proceedsof sale and the carrying amount of the interest sold.The Group has treated this transaction in the same way as ithas always treated partial sales without loss of control andthe distribution therefore led to the recognition of a disposalgain of €139 million (including €2 million in costs), recordedin the income statement under “Other operating income”.The gain before expenses corresponds to the differencebetween the sale price of the Mercialys shares based on theclosing price immediately preceding the Casino ex-dividenddate (i.e. €22) and the carrying amount of the interests soldon the sale date.Improved stock market profile by convertingpreferred stock into ordinary stockOn 4 March 2009, Casino’s Board of Directors unanimouslyapproved the proposed conversion of the company’s preferrednon-voting shares into ordinary shares on the basisof 6 ordinary shares for 7 preferred shares. The purpose wasto simplify the Company’s capital structure and enhance itsstock market profile by increasing the number of ordinaryshares included in the free float.The movements in share capital arising from this transactionare described in note 25.1.(1) IAS 27 Revised – Consolidated and Separate Financial Statements, applicable to annual periods starting on or after 1 July 2009 and which willbe adopted by the Group for the first time in 2010, states that a change in percentage ownership of a company without loss of control should beaccounted for as a transaction in equity with no impact on the income statement.

Registration document 2009 / Casino Group Consolidated financial statementsI 89Bond issuesDuring the year, Casino made three bond issues totalling€1,500 million due in 2012, 2013 and 2015. It also redeemedbonds totalling €781 million (see note 29.1.1).Exito rights issue and renegotiation of the Carullaput optionCasino subsidiary Exito made a COP 435 billion (€150 million)rights issue, placing 30 million shares at a price of COP14,500 per share. Casino invested €29 million in the issue,acquiring 5.8 million shares.Exito also renegotiated the put option on 22.5% of the capitalof Carulla Vivero granted to its minority partners in this subsidiary.In accordance with the revised terms, Exito acquiredthe residual interest for the sum of $222 million (€154 million),financed half in cash and half in stock, through the issuanceof 14.3 million new shares to the minority shareholders. Thenew Exito shares were issued to the minority shareholders inmid-December 2009 after approval of the private placementby the Colombian securities regulator. The issue price maybe adjusted according to trends in Exito’s share price for aperiod of thirty months as of 15 March 2010. Following thisbuyout, Exito owned 99.9% of Carulla Vivero.After the two transactions, Exito had 333 million outstandingshares and was 54.8%-owned by Casino (versus 61.2%previously). These transactions resulted in an €8 million dilutiongain recognised under “other operating income”.Issue of preferred shares to Casino in consideration forthe tax saving arising on GPA’s goodwill amortisationOn 4 May 2009, the Group increased its interest in GPA from34.8% to 35.4%, following shareholder approval of GPA’s issueto Casino of 2.2 million new preferred shares at a priceof BRL 32.32 per share, making a total of BRL 71 million (€24million).This transaction generated a gain of €17 million recognisedunder “other operating income”.Acquisition of Globex UtilidadesIn July 2009, GPA acquired a controlling interest in GlobexUtilidades S.A. and its Ponto Frio banner, a retailer of durableconsumer goods (see note 3).Partnership agreement between Globex Utilidadesand Casas BahiaIn December 2009, GPA’s subsidiary Globex Utilidades S.A.(“Ponto Frio”) entered into a partnership with the retail businessof Casas Bahia Comercial Ltda (“Casas Bahia”), Brazil’sleading non-food retailer.Casas Bahia operates 513 stores, employs 57,000 peopleand generated sales of BRL 13.8 billion (€5.3 billion) in 2008,mainly in household electricals, furnishings and consumerelectronics.The current shareholders of Casas Bahia will contribute theirretail business to Ponto Frio in exchange for a 49% interest,while GPA will continue to hold a majority ownership in thecompany. GPA and Casas Bahia are also contributing theirrespective online operations to a new company, which willbe 83%-owned by GPA and 17% by Casas Bahia. This newentity will be the second largest online retailer in Brazil.The partnership will generate substantial synergies and willbe able to provide Brazilian consumers with a broader varietyof products, a better service quality and easier access tocredit.With 68,000 employees, the combination of Ponto Frio andCasas Bahia will generate sales (2008 base) of BRL 18.5 billion(€7.1 billion) through 1,015 stores in 18 Brazilian states.GPA will thus have 1,807 stores with sales of approximatelyBRL 40 billion (€15.4 billion) and will become the largest privateemployer in Brazil, with more than 137,000 employees.The operation is subject to approval from the Brazilian competitionauthorities.The partnership had no accounting impact on the 2009 consolidatedfinancial statements as the agreements are notdue to be finalised until the first half of 2010.Sale of Super de Boer assets and liabilities to JumboSuper de Boer, a 57% Casino subsidiary, sold all its assetsand liabilities to Jumbo for the sum of €553 million (or €4.82per share). This transaction generated a post-tax capital gainof €56 million for Casino including the expenses incurreddirectly by Super de Boer.Following the sale of its assets and liabilities, Super de Boeris being liquidated and the sale proceeds were distributed toits shareholders before 31 December 2009.Super de Boer has been reclassified under discontinued operationsin the consolidated income statement (see note 10).Baud litigationOn 12 November, Casino acquired the Baud family’s remainingstakes in Franprix (5%) and Leader Price (25%) for a totalof €429 million. The Group now holds 100% of both companies’capital.The price was calculated by an independent expert based onthe pricing formula agreed between the parties in 1998, and isthus close to the €413 million already recognised in financialliabilities in the Group’s balance sheet at 31 December 2008.Venezuelan operationsThe Group operates in Venezuela through its subsidiaryCativen, a leading retailer with six hypermarkets under theExito banner and 35 supermarkets under the Cada banner.Cativen also has three warehouses, five logistics platformsand a shopping centre under construction.Nationalisation of Venezuelan operationsOn 17 January 2010, President Hugo Chavez ordered thenationalisation of Exito hypermarkets in Venezuela. UnderIAS 10 “Events after the Balance Sheet Date”, this is an eventwhich is indicative of conditions that arose after the balancesheet date (non-adjusting event).

90 INotes to the consolidatedfinancial statementsConsolidated financial statementsRegistration document 2009 / Casino GroupThe Group is currently in discussions with the Venezuelangovernment to find a solution in the interests of both parties.Casino believes that the nationalisation of its main businessactivities in Venezuela would have a limited impact on earnings,cash flow and financial position.Exchange rate used for translating the VenezuelanoperationsIn 2003, the Venezuelan government introduced a comprehensiveforeign exchange control regime which restrictedaccess to foreign currency by local importers and foreigninvestors. Since 1 April 2005, agreement from the ForeignExchange Administration Commission (CADIVI) has beenrequired to settle US dollar denominated liabilities arisinginter alia from imports of goods, dividend payments or disposals.In October 2005, the Venezuelan government introduceda dual exchange rate mechanism, with an official rateof 2.15 Bolivar Fuertes (VEF) against the dollar and a parallelrate which is variable and may differ significantly from theofficial rate. The official rate did not change in 2009.Since the introduction of the official rate, the Group’s Venezuelansubsidiary has had access to CADIVI dollars forimports of certain goods. These purchases are thereforetranslated at the official rate. In addition, in accordance withthe terms of access to the official market, the Group wouldwhen applicable use the official rate to repatriate all or someof its investment in Venezuela, for example through a dividenddistribution.On this basis, in accordance with IAS 21 “The Effects of Changesin Foreign Exchange Rates”, the Group deemed it appropriateto continue using the official rate to translate itsVenezuelan operations in 2009.On 8 January 2010, President Hugo Chavez announced adevaluation of the Venezuelan currency and the introductionof two official exchanges rates against the dollar, one at VEF2.60 for imports of food, pharmaceuticals and other basicgoods (previously VEF 2.15 since 2005), the other at VEF 4.30for all other transactions.This devaluation constitutes a non-adjusting event afterthe balance sheet. In accordance with the accounting policyset out in note 1.5.5, the financial statements of Venezuelanentities have been translated at the official exchange rateprevailing on 31 December 2009. Use of the new rate of VEF4.30 in the 2009 consolidated financial statements wouldhave decreased net revenue by about 1.5% and would nothave had a material impact on trading profit.Basis of accounting for the Venezuelan operationsBased on the CPI/NCPI index, Venezuela became a hyperinflationaryeconomy at the end of 2009. However, given thenon-material impact on the Group’s key consolidated indicators(sales, trading profit, equity and net debt), the Groupdecided not to apply IAS 29 “Reporting in HyperinflationaryEconomies” in 2009.NOTE 3 • BUSINESS COMBINATIONSFollowing approval at its shareholders’ meeting held on 6 July 2009, GPA acquired 70.24% of Globex Utilidades and its PontoFrio banner, a retailer of household electricals and consumer electronics. GPA also acquired an additional 25.22% interest inGlobex from the minority shareholders, increasing its total interest to 95.46%.The total cost of the business combination was BRL 1,142 mil lion (€420 million), including a cash payment of BRL 939 mil lion(€345 million) and GPA’s issue of Class B preferred shares valued at BRL 186 million (€68 million) based on their quoted priceon the date of exchange, as well as net costs directly attributable to the business combination amounting to BRL 17 million(€6 million).The Class B preferred stock does not carry voting rights and is entitled to a fixed dividend of BRL 0.01 per share. The preferred stockwill automatically be converted into Class A preferred stock on a 1 for 1 basis in accordance with the following pre-set schedule:• 32% on 6 July 2009;• 28% on 7 January 2010;• 20% on 7 July 2010;• 20% on 7 January 2011.Upon conversion, GPA will pay any negative difference between the contingent value right of BRL 40 per share adjusted forchanges in the CDI and the weighted average Class A preferred share price in the 15 trading days prior to conversion. In accordancewith IFRS 3, the payment of any negative difference will result in an adjustment to the value of GPA’s share issueand an additional dilution in the Group’s consolidated financial statements.The controlling interest in Ponto Frio was accounted for using the purchase method. Globex is fully consolidated in GPA’sconsolidated financial statements on the basis of 95.46%, with the remaining 4.54% being treated as minority interests. InFebruary 2010, GPA acquired a further 3.3% of Globex Utilidades, increasing its total interest to 98.32%.Based on Globex Utilidades’ net assets at 30 June 2009 as summarised below, GPA has recognised BRL 705 million (€259million) of provisional goodwill in its consolidated financial statements. These data have been consolidated by the Group inan amount corresponding to its percentage interest in GPA. The goodwill arising on Globex Utilidades therefore amounts to€88 million for the Group.

Registration document 2009 / Casino Group Consolidated financial statementsI 91€ millions 31/12/09 30/06/09 31/12/09 30/06/09Total current assets 663 532 Total current liabilities 595 479Total non-current assets 307 220 Total non-current liabilities 119 107Total equity 256 166Total assets 970 752 Total liabilities and equity 970 752The fair values of Ponto Frio’s identifiable assets, liabilities and contingent liabilities at the date when control was acquiredare currently being determined.The impact on the Group’s cash position was as follows:€ millionsNet cash and cash equivalents acquired with the company at 30 June 2009 10Payments made for the acquisition of Globex Utilidades 118Net cash outflow (reported on the line “Effects of changes in scope of consolidation”in the consolidated cash flow statement)108NOTE 4 • SEGMENT INFORMATIONNOTE 4.1 • DEFINITION OF OPERATING SEGMENTSSince 1 January 2009, the Group has applied IFRS 8 – Operating Segments, which replaces IAS 14. The application of IFRS 8had no material impact on the financial statements compared with IAS 14.Segment information now reflects a management view and is based on the internal reporting used by the chief operating decisionmaker (Chairman and Chief Executive Officer) to make decisions about allocating resources and evaluating performance.Segment information is prepared in accordance with the accounting principles applied by the Group.The Group’s reportable operating segments are:• Géant Casino France Hypermarkets;• Convenience Stores, comprising Casino Supermarkets, Monoprix and Superettes;• Franprix-Leader Price;• Latin America;• Asia.Management evaluates the performance of these segments on the basis of sales and trading profit. As assets and liabilitiesare not communicated to management, the Group no longer discloses total assets and liabilities by segment, as permittedby IFRS 8.NOTE 4.2 • KEY INDICATORS BY OPERATING SEGMENT2009€ millions France InternationalGéantCasinoFranceHypermarketsConveniencestoresFranprix-LeaderPriceOtherBusinesses,FranceLatinAmericaAsiaOtherBusinesses,InternationalAdjustmentsand eliminationsTotalSales 5,548 6,690 4,007 1,454 6,563 1,686 844 (34) 26,757External sales 5,548 6,690 4,007 1,420 6,563 1,686 844 – 26,757Inter-segment sales – – – 34 – – – (34) –Trading profit 115 330 243 115 248 92 66 – 1,209

92 INotes to the consolidatedfinancial statementsConsolidated financial statementsRegistration document 2009 / Casino Group2008 ADJUSTED€ millions France InternationalGéantCasinoFranceHypermarketsConveniencestoresFranprix-LeaderPriceOtherBusinesses,FranceLatinAmericaAsiaOtherBusinesses,InternationalAdjustmentsand eliminationsTotalSales 6,121 6,842 4,260 1,360 6,084 1,583 852 (25) 27,076External sales 6,121 6,842 4,260 1,335 6,084 1,583 852 – 27,076Inter-segment sales – – – 25 – – – (25) –Trading profit 195 352 273 85 254 81 28 1,266NOTE 5 • TRADING PROFITNOTE 5.1 • TOTAL REVENUE€ millions 2009 2008 adjustedNet retail sales 26,757 27,076Other income 314 125Total revenue 27,071 27,201The €189 million increase in other income compared with 31 December 2008 was mainly due to disposal of two propertydevelopment sites in Poland for €179 million.NOTE 5.2 • COST OF GOODS SOLD€ millions 2009 2008 adjustedPurchases and change in inventories (18,770) (19,033)Logistics costs (1,067) (1,017)Cost of goods sold (19,836) (20,050)NOTE 5.3 • EXPENSES BY NATURE AND FUNCTION31 DECEMBER 2009€ millions Logisticscosts (i)SellingexpensesGeneral andadministrativeexpensesTotalEmployee benefits expense (339) (2,227) (570) (3,136)Other expenses (690) (2,244) (384) (3,318)Depreciation and amortisation expense (37) (513) (89) (639)Total (1,067) (4,983) (1,043) (7,093)(i) Logistics costs are reported in the income statement under “Cost of goods sold”.

Registration document 2009 / Casino Group Consolidated financial statementsI 9331 DECEMBER 2008€ millions Logisticscosts (i)SellingexpensesGeneral andadministrativeexpensesTotalEmployee benefits expense (325) (2,261) (548) (3,133)Other expenses (657) (2,096) (373) (3,125)Depreciation and amortisation expense (36) (530) (77) (643)Total (1,017) (4,887) (997) (6,901)(i) Logistics costs are reported in the income statement under “Cost of goods sold”.Note 5.3.1 • EmployeesEMPLOYEES AT 31 DECEMBERnumber of employees 2009 2008 adjustedNumber of employees 163,208 164,068Full-time equivalents 152,377 151,233Employees of associates are not included in these figures. Employees of joint ventures are included proportionally to theGroup’s percentage interest.Note 5.3.2 • Operating lease expenseOperating lease payments amounted to €489 million at 31 December 2009 (including €428 million for property assets) and€419 million at 31 December 2008 (adjusted).The amount of future operating lease payments and minimum future lease payments receivable under non-cancellablesub-leases are disclosed in note 34.3.2.NOTE 5.4 • DEPRECIATION AND AMORTISATION€ millions 2009 2008 adjustedDepreciation and amortisation expense - owned assets (600) (601)Depreciation expense - finance leases (39) (42)Depreciation and amortisation expense (639) (643)

94 INotes to the consolidatedfinancial statementsConsolidated financial statementsRegistration document 2009 / Casino GroupNOTE 6 • OTHER OPERATING INCOME AND EXPENSE€ millions 2009 2008 adjustedTotal other operating income 260 65Total other operating expense (296) (145)(37) (81)BREAKDOWN BY TYPEGains and losses on disposal of non-current assets 146 57Gain on disposal of Mercialys shares 139 22Gain on disposal of Vindémia assets 22 –Gain on property development operations 14 31Loss on disposal of Easy Colombia (Easy Holland BV) (28) –Other operating income and expense (182) (137)Impairment losses (iii) (15) (15)Restructuring provisions and expense (ii) (68) (27)Litigation provisions and expense (27) (19)Provisions for risks (70) (36)Provision for the risk related to the Exito TRS (i) 10 (27)Other (iv) (12) (13)Total other operating income and expense, net (37) (81)(i) Provisions for liabilities include a provision for probable losses on the total return swap (see note 27.2).(ii) The restructuring charge in 2009 mainly concerns the convenience stores and Franprix-Leader Price.(iii) Breakdown of impairment losses€ millions Notes 2009 2008 adjustedGoodwill impairment losses 16.2 – (4)Impairment of intangible assets net of reversals 13.2 (2) 2Impairment of property, plant and equipment net of reversals 14.2 (4) (6)Other impairment losses (9) (6)Total impairment losses, net (15) (15)(iv) Corresponds mainly to the non-recurring effects of a tax amnesty in Brazil (€(75) million) and compensation received on termination of an exclusivityagreement negotiated by GPA (€69 million) .NOTE 7 • FINANCIAL INCOME AND EXPENSENOTE 7.1 • FINANCE COSTS, NET€ millions 2009 2008 adjustedGains and losses on sale of cash equivalents 4 12Revenue from cash and cash equivalents 22 39Total income from cash and cash equivalents 27 51Interest expense on borrowings after hedging (362) (414)Interest expense on finance lease liabilities (8) (7)Finance costs (370) (422)Total finance costs, net (343) (371)

Registration document 2009 / Casino Group Consolidated financial statementsI 95NOTE 7.2 • OTHER FINANCIAL INCOME AND EXPENSE€ millions 2009 2008 adjustedInvestment income 1 2Exchange gains (other than on borrowings) 27 26Discounting and discounting reversal adjustments 2 10Gains from remeasurement at fair value of derivative instrumentsnot qualifying for hedge accounting11 12Other financial income 51 43Total other financial income 91 93Exchange losses (other than on borrowings) (20) (32)Discounting and discounting reversal adjustments (18) (16)Losses from remeasurement at fair value of derivative instrumentsnot qualifying for hedge accounting(3) (38)Losses from remeasurement at fair value of financial assets at fair valuethrough profit or loss(1) –Other financial expense (51) (23)Total other financial expense (93) (110)Total other financial income and expense, net (2) (16)NOTE 8 • INCOME TAX (EXPENSE)/BENEFITNOTE 8.1 • INCOME TAX EXPENSENote 8.1.1 • Analysis of income tax expense€ millions 2009 2008 adjustedCurrent taxes (193) (158)Deferred taxes (8) (59)Total income tax expense (201) (217)Note 8.1.2 • Tax proof€ millions 2009 2008 adjustedProfit before tax and share of profits of associates 828 798Standard French tax rate 34.43% 34.43%Income tax at the standard French tax rate (285) (275)Impact of tax rate differences (i) 43 22Theoretical impact of zero-rated temporary differences (see note 8.1.3) 36 (14)Other taxes 5 49Tax credit on deduction of notional interest charges 6 9Investment tax credit for France and International 7 27Recognition and write-off of losses (6) 7Reversal of provision for taxes 4 9Other (ii) (6) (3)Actual income tax expense (201) (217)Effective tax rate paid by the Group 24.26% 26.69%(i) Mainly reduced rates on disposals of property assets.(ii) In 2009, this item mainly comprises the recognition of a €19 million deferred tax charge arising from the reform of the French taxe professionnelle(see note 1.5.30).

96 INotes to the consolidatedfinancial statementsConsolidated financial statementsRegistration document 2009 / Casino GroupNote 8.1.3 • Main zero-rated temporary differences€ millions 2009 2008 adjustedUnrecognised deferred tax assets on tax losses available for carry forward (33) (28)Non-deductible expenses (15) (37)Mercialys tax-exempt profit 46 38Stock options (15) (11)GPA (tax amnesty) 44 –Brazil, Colombia and Venezuela dilution 18 –Non-taxable disposals 58 –Other 3 (2)Total 106 (40)Standard French tax rate 34.43% 34.43%Tax effect of zero-rated temporary differences at standard French tax rate 36 (14)NOTE 8.2 • DEFERRED TAXESNote 8.2.1 • Change in deferred tax assets€ millions 2009 2008 adjustedAt 1 January 110 173Benefit (expense) for the period on continuing operations (62) (110)Benefit (expense) for the period on discontinued operations (3) –Impact of changes in exchange rates and scope of consolidation, reclassifications 61 42Deferred tax assets recognised directly in equity 3 6Reclassification of non-current assets held for sale 3 –At 31 December 112 110Note 8.2.2 • Change in deferred tax liabilities€ millions 2009 2008At 1 January 391 412Expense (benefit) for the period (54) (51)Impact of changes in exchange rates and scope of consolidation, reclassifications (2) 30Deferred tax liabilities recognised directly in equity – –At 31 December 335 391

Registration document 2009 / Casino Group Consolidated financial statementsI 97Note 8.2.3 • Breakdown of deferred tax assets and liabilities by source€ millions Net2009 2008 adjustedIntangible assets (108) (97)Property, plant and equipment (330) (391)of which finance leases (101) (126)Inventories (12) 10Financial instruments 11 23Other assets 54Provisions 82 83Untaxed provisions (139) (105)Other liabilities 81 96of which finance lease liabilities 50 45Tax loss carryforwards 138 100Net deferred tax assets (liabilities) (223) (281)Deferred tax assets recognised in the balance sheet 112 110Deferred tax liabilities recognised in the balance sheet 335 391Net (223) (281)In 2009, the Casino, Guichard-Perrachon group tax relief agreement resulted in a tax saving of €119 million.At 31 December 2009, the Group had €66 million of unused unrecognised tax loss carryforwards (€23 million of unrecogniseddeferred tax assets). These losses mainly concern Argentinean subsidiaries and Cdiscount.They expire as follows:EXPIRY DATES OF TAX LOSS CARRYFORWARDS€ millions 2009Less than 1 year 1One to two years 1Two to three years 1More than three years 20Total 23Recognised tax loss carryforwards mainly concern Cdiscount, and the GPA and Franprix-Leader Price sub-groups. Thecorresponding deferred tax assets have been recognised in the balance sheet as their utilisation is considered probable inview of the forecast future taxable profits of the companies concerned or their tax planning strategies.NOTE 9 • SHARE OF PROFITS OF ASSOCIATES€ millions 2009 2008 adjustedAEW Immocommercial 2 3Easy Colombia (1) (1)Cdiscount Group associates (3) (1)GPA Group associates 3 –Franprix and Leader Price associates 5 12Share of profits of associates 6 14

98 INotes to the consolidatedfinancial statementsConsolidated financial statementsRegistration document 2009 / Casino GroupNOTE 10 • DISCONTINUED OPERATIONS AND NON-CURRENT ASSETS HELD FOR SALENon-current assets held for sale:€ millions 2009 2008 adjustedSuper de Boer property assets – 7Distribution Casino France property assets 4 –Franprix-Leader Price property assets 10 27Leader Price Argentina 12 –Non-current assets held for sale (i) 26 34Liabilities associated with non-current assets held for sale 17 –(i) Including €1 million of cash at 31 December 2009.The income statements for the US, Polish and Super de Boer operations, presented under a single line of the consolidatedincome statement under discontinued operations, break down as follows:DISCONTINUED OPERATIONS€ millions 2009 2008Superde BoerPoland USA Total Superde BoerPoland USA TotalSales 1,570 – – 1,570 1,627 – – 1,627Gross profit 143 – – 143 184 – – 184Trading profit 20 (1) – 19 15 (1) – 14Other operating income and expense 217 (4) (1) 211 7 (11) (4) (8)Operating profit 237 (5) (1) 231 22 (12) (4) 6Net financial income/(expense) (5) 1 – (3) (8) – – (8)Income tax expense (3) 2 – (1) 4 2 1 7Share of profits of associates 1 – – 1 (1) – – (1)Net profit from discontinued operations 230 (2) (1) 228 17 (10) (3) 4attributable to equity holders of the parent 51 (2) (1) 48 9 (10) (3) (4)attributable to minority interests 179 – – 179 8 – – 8CASH FLOWS OF DISCONTINUED OPERATIONS€ millions 2009 2008Superde BoerPoland USA Total Superde BoerNet cash from operating activities 20 (10) (1) 9 49Net cash from investing activities 292 – – 292 (31)Net cash from financing activities (307) – – (307) (18)Net change in cash and cash equivalents of discontinued operations 5 (10) (1) (6) –In 2009, cash flows arising from the discontinued Polish and US operations are related to the seller’s warranties granted.

Registration document 2009 / Casino Group Consolidated financial statementsI 99NOTE 11 • EARNINGS PER SHARENOTE 11.1 • NUMBER OF SHARESCALCULATION OF THE WEIGHTED AVERAGE NUMBER OF SHARES AND POTENTIAL SHARES USEDTO DETERMINE DILUTED EARNINGS PER SHARE€ millions 2009 2008 adjusted (i)Weighted average number of shares outstanding during the periodTotal ordinary shares 110,329,142 109,642,588Ordinary shares held in treasury (169,598) (616,661)Weighted average number of ordinary shares before dilution (1) 110,159,544 109,025,927Potential shares represented byStock options 1,424,673 1,889,116Non-dilutive instruments (out of the money or covered by calls) (1,424,673) (1,297,880)Weighted average number of dilutive instruments – 591,235Theoretical number of shares purchased at market price (ii) – (512,444)Dilutive effect of stock options – 78,791Share grants 323,089 151,507Total potential dilutive shares 323,089 230,298Diluted number of ordinary shares (2) 110,482,633 109,256,225Total diluted number of shares (3) 110,482,633 109,256,225(i) To ensure comparability from one period to the next, earnings per share at 31 December 2008 have been adjusted retrospectively for (i) the disposalof Super de Boer (see note 10); (ii) the accounting change arising from the adoption of IFRIC 13 (see note 1.3.2) and (iii) the conversion of preferrednon-voting shares into ordinary shares (see note 2.2). The 2008 figures are therefore presented as if all these events had already taken place. At31 December 2009, the share capital comprised only ordinary shares.(ii) In accordance with the treasury stock method, the proceeds from the exercise of warrants and options are assumed to be used in the first instanceto buy back shares at market price. The theoretical number of shares that would be purchased is deducted from the total shares that would beissued on exercise of the rights attached to the warrants and options. Any theoretical shares in excess of the number of shares resulting from theexercise of rights are not taken into account.NOTE 11.2 • BASIC EARNINGS€ millions 2009 2008 adjustedProfit attributable to equity holders of the parent 591 495Dividends payable on deeply subordinated perpetual bonds (18) (27)Profit attributable to holders of ordinary shares (4) 573 468Basic earnings attributable to ordinary shares (4) x (1) 573 468NOTE 11.3 • DILUTED EARNINGS€ millions 2009 2008 adjustedProfit attributable to equity holders of the parent 591 495Dividends payable on deeply subordinated perpetual bonds (18) (27)Profit attributable to holders of ordinary shares (5) 573 468Diluted earnings attributable to ordinary shares (5) x (2) / (3) 573 468

100 INotes to the consolidatedfinancial statementsConsolidated financial statementsRegistration document 2009 / Casino GroupNOTE 11.4 • NET PROFIT FROM DISCONTINUED OPERATIONS€ millions 2009 2008 adjustedNet profit from discontinued operations (6) 48 (4)Basic earnings attributable to ordinary shares (6) x (1) 48 (4)Diluted earnings attributable to ordinary shares (6) x (2) / (3) 48 (4)NOTE 11.5 • NET PROFIT FROM CONTINUING OPERATIONS€ millions 2009 2008 adjustedNet profit from continuing operationsBasic earnings attributable to ordinary shares [(4) – (6)] x (1) 524 472Diluted earnings attributable to ordinary shares [(5) – (6)] x (2) / (3) 524 472NOTE 11.6 • EARNINGS PER SHARE€ millions 2009 2008 adjustedFrom continuing operations attributable to equity holders of the parent• basic earnings per share 4.76 4.33• diluted earnings per share 4.75 4.32From continuing and discontinued operations attributableto equity holders of the parent• basic earnings per share 5.20 4.30• diluted earnings per share 5.18 4.29

Registration document 2009 / Casino Group Consolidated financial statementsI 101NOTE 12 • GOODWILLNOTE 12.1 • BREAKDOWN€ millions 2009 2008Gross Impairment (ii) Net NetHistorical companies (i) 1,307 (10) 1,297 1,264Hypermarkets 614 – 614 615Supermarkets 492 – 492 445Convenience stores 201 (10) 190 204Franprix-Leader Price 1,857 – 1,857 1,807Monoprix 906 – 906 906Other 334 – 334 297France 4,404 (10) 4,394 4,274Latin America 1,850 – 1,850 1,495Argentina 34 – 34 38Brazil 1,281 – 1,281 961Colombia 403 – 403 382Uruguay 103 – 103 84Venezuela 29 – 29 30Asia 72 – 72 71Thailand 68 – 68 68Vietnam 3 – 3 4Other 178 – 178 350Netherlands – – – 169Indian Ocean 176 – 176 178Poland 1 – 1 1Other 1 – 1 1International 2,100 – 2,100 1,916Goodwill 6,504 (10) 6,494 6,190(i) Goodwill related to the historical companies corresponds mainly to the Distribution Casino France business and the goodwill recognised in 1990 and1992 on the acquisition of La Ruche Méridionale and the businesses contributed by Rallye.(ii) The €10 million impairment loss for the year was due to restructuring of the convenience store segment and did not arise from the annual impairmenttests described in note 16. It is recognised in restructuring provisions and expense (see note 6).NOTE 12.2 • MOVEMENT FOR THE PERIOD€ millions 2009 2008Carrying amount at 1 January 6,190 6,177Goodwill recognised during the period (i) 237 489Impairment losses recognised during the period (ii) (10) (5)Derecognised companies (iii) (251) (13)Translation adjustment (iv) 320 (274)Adjustments arising from recognition of minority shareholder put options 7 (57)Reclassifications and other movements – (126)Carrying amount at 31 December 6,494 6,190(i) The change in 2009 was mainly due to GPA’s acquisition of Globex (€86 million), the acquisition of Dilux and Chalin supermarket business owners(€28 million), acquisitions made by the Franprix-Leader Price sub-group (€45 million), the consolidation of Viver, Alco and Casteldoc (€19 million),and the impact of transactions with Mercialys (see note 2).(ii) See note 16.2.(iii) Disposals mainly concern the assets and liabilities of Super de Boer for €169 million (see note 2.2) and dilutions of the Group’s percentage interest inExito and GPA for, respectively, €35 million and €25 million.(iv) The translation adjustment in 2009 stems mainly from the appreciation of the Brazilian, Colombian and Uruguayan currencies against the euro.

102 INotes to the consolidatedfinancial statementsConsolidated financial statementsRegistration document 2009 / Casino GroupNOTE 13 • INTANGIBLE ASSETSNOTE 13.1 • BREAKDOWN€ millions 2009 2008GrossAmortisationand impairment(i) Net GrossAmortisationand impairment(i)NetConcessions, trademarks, licences and banners 300 (42) 258 352 (19) 333Lease premiums 130 (1) 129 115 (1) 113Software 349 (207) 142 310 (187) 123Other 107 (33) 75 148 (36) 112Intangible assets 886 (283) 602 925 (244) 681(i) Impairment losses totalled €2 million at end-2009 and end-2008.NOTE 13.2 • MOVEMENTS FOR THE PERIOD€ millions Concessions,trademarks,licencesand bannersLeasepremiumsSoftware Other TotalAt 1 January 2008 249 104 125 53 532Change in scope of consolidation 102 (5) 6 – 103Increases and separately acquired intangible assets 4 16 6 69 95Internally-generated intangible assets – – 16 – 16Intangible assets disposed of during the period (1) (1) – (2) (4)Amortisation for the period (continuing operations) (7) – (45) (4) (56)Impairment losses recognised during the period(continuing operations)– – – 2 2Translation adjustment (15) – (1) (4) (19)Reclassifications and other movements – – 16 (2) 14At 31 December 2008 333 114 123 112 681Change in scope of consolidation – – 7 (5) 3Increases and separately acquired intangible assets 2 19 13 49 83Internally-generated intangible assets – – 9 – 9Intangible assets disposed of during the period (101) (2) (7) 2 (108)Amortisation for the period (continuing operations) (14) – (53) (3) (70)Impairment losses recognised during the period(continuing operations)– – – (1) (2)Translation adjustment 17 – 1 – 18Reclassifications and other movements 22 (2) 49 (80) (12)At 31 December 2009 258 129 142 75 602

Registration document 2009 / Casino Group Consolidated financial statementsI 103At 31 December 2009, intangible assets included trademarks and lease premiums with an indefinite useful life for theamount of €243 million and €129 million respectively. They are allocated to the following groups of CGU:€ millions 2009 2008Exito 243 218Super de Boer – 101Distribution Casino France 72 69Franprix-Leader Price 36 26Monoprix 16 15Other 5 5NOTE 14 • PROPERTY, PLANT AND EQUIPMENTNOTE 14.1 • BREAKDOWN€ millions 2009 2008GrossDepreciationand impairment(i) Net GrossDepreciationand impairment(i)NetLand and land improvements 1,429 (54) 1,375 1,401 (52) 1,349Buildings, fixtures and fittings 3,390 (1,133) 2,258 3,550 (1,175) 2,376Other 5,125 (3,021) 2,104 4,872 (2,685) 2,187Property, plant and equipment 9,944 (4,208) 5,737 9,824 (3,911) 5,912(i) Accumulated impairment losses totalled €67 million in 2009 and €66 million in 2008.NOTE 14.2 • MOVEMENTS FOR THE PERIOD€ millions Landand landimprovementsBuildings,fixturesand fittingsOtherTotalAt 1 January 2008 1,342 2,334 2,050 5,726Change in scope of consolidation 23 119 (8) 134Increases and separately acquired property, plant & equipment 50 227 790 1,067Property, plant & equipment disposed of during the period (36) (105) (23) (165)Depreciation for the period (continuing operations) (6) (150) (429) (585)Impairment losses recognised during the period (continuing operations) – (5) (1) (6)Translation adjustment (55) (139) (53) (247)Reclassifications and other movements 31 93 (138) (13)At 31 December 2008 1,349 2,376 2,187 5,912Change in scope of consolidation (i) 32 12 22 66Increases and separately acquired property, plant & equipment 19 98 440 557Property, plant & equipment disposed of during the period (i) (76) (270) (28) (375)Depreciation for the period (continuing operations) (6) (145) (410) (562)Impairment losses recognised during the period (continuing operations) (ii) – (5) (22) (27)Translation adjustment 46 133 50 229Reclassifications and other movements 10 60 (134) (63)At 31 December 2009 1,375 2,258 2,104 5,737(i) Disposals of buildings, fixtures and fittings in 2009 stem mainly from the sale of Super de Boer assets for €132 million and sales of store assets for€101 million (principally to the two new property mutual funds).(ii) The impairment loss of €27 million arises from the results of impairment tests for €4 million (see note 6) and the restructuring of convenience storesand Franprix-Leader Price for €23 million.

104 INotes to the consolidatedfinancial statementsConsolidated financial statementsRegistration document 2009 / Casino GroupProperty, plant and equipment were tested for impairment at 31 December 2009 using the method described in note 1.5“Significant Accounting Policies”. The impact is presented in note 16.NOTE 14.3 • FINANCE LEASESFinance leases on owner-occupied property and investment property break down as follows:€ millions 2009 2008Gross Depreciation Net Gross Depreciation NetLand 44 (2) 42 80 (2) 78Buildings 226 (102) 124 282 (118) 164Equipment and other 707 (583) 125 700 (549) 151Investment property 82 (6) 76 82 (6) 76Total 1,059 (693) 366 1,144 (675) 469NOTE 14.4 • CAPITALISATION OF BORROWING COSTSThe prospective application of IAS 23 Revised had little impact on the consolidated financial statements for the year ended31 December 2009; interest capitalised during the period amounted to €3 million at an average interest rate of 7.43%.NOTE 15 • INVESTMENT PROPERTYNOTE 15.1 • MOVEMENTS FOR THE PERIOD€ millions Gross Depreciation Impairmentlossesrecognised inthe periodNetAt 1 January 2008 1,277 (198) (39) 1,040Change in scope of consolidation 72 (6) – 66Increases and separately acquired investment property 53 (27) – 27Investment property disposed of during the period (4) 1 – (3)Impairment losses recognised during the period, net – – – –Translation adjustment (27) 5 5 (17)Reclassifications and other movements 14 (5) – 9At 31 December 2008 1,385 (229) (34) 1,121Change in scope of consolidation (i) 82 – – 81Increases and separately acquired investment property 46 (32) – 14Investment property disposed of during the period (22) 5 – (17)Impairment losses recognised during the period, net – – – –Translation adjustment 1 – – 1Reclassifications and other movements 32 3 – 35At 31 December 2009 1,524 (254) (34) 1,235(i) See note 2.1 for the main acquisitions.Investment property is measured at cost less accumulated depreciation and any accumulated impairment losses. The fairvalue of investment property at 31 December 2009 totalled €2,994 million (€2,867 million at 31 December 2008). For mostinvestment properties, fair value is determined on the basis of valuations carried out by external appraisers. Valuations arebased on open market value, as confirmed by market indicators, in accordance with international valuation standards.The carrying amount of investment property totalled 1,235 million at 31 December 2009, including about 76% or €942 millionfor Mercialys.

Registration document 2009 / Casino Group Consolidated financial statementsI 105Summary of rental revenue and operating costs related to investment property recognised in the income statement:€ millions 2009 2008Rental revenue from investment property 221 194Directly attributable operating costs of investment properties that did notgenerate any rental revenue during the periodDirectly attributable operating costs of investment properties that generatedrental revenue during the period(8) (8)(16) (11)The information provided below on the determination of fair value concerns Mercialys.NOTE 15.2 • FAIR VALUES OF INVESTMENT PROPERTY RELATING TO MERCIALYSBNP Paribas Real Estate, Catella Valuation and Galtier updated their appraisals of Mercialys’ property portfolio at 30 June2009. On a comparable basis, all properties were appraised.Acquisitions made during the first half of 2009 were valued as follows at 30 June 2009:• The ten assets contributed by Groupe Casino were valued at the appraisal values assigned by The Retail Consulting GroupExpertise at the time of the contribution.• The co-ownership lot acquired at Villenave d’Ornon was valued at its purchase price pending the appraisal reports and theco-ownership lot acquired at Montélimar was valued as part of an overall appraisal of the site. The aggregate value for bothassets amounted to €2.8 million.At 31 December 2009, Atis Real, Catella and Galtier updated their previous appraisals:• Atis Real appraised the portfolio of 101 hypermarkets, making onsite visits to 46 properties in the second half of 2009 andupdating its appraisals at 30 June 2009 for the other 55.• Catella appraised the portfolio of 19 supermarkets, updating its appraisals at 30 June 2009 (onsite visits were made to all19 properties in the first half of 2009).• Galtier appraised the rest of Mercialys’ assets, comprising 47 properties, updating its appraisals at 30 June 2009 except forsix properties which were valued following an onsite visit.The properties acquired during 2009 were valued as follows at 31 December 2009:• The ten assets contributed by Group Casino were valued as follows:- Three assets at Besançon and Arles forming part of block one of the contribution: Atis Real valued the assets as part of itsoverall appraisal of the two sites in question.- Block two assets (seven development projects): the open market values determined by The Retail Consulting Group (RCG)at the time of the contribution were updated internally at 31 December 2009 and validated by Atis Real.• The co-ownership lots acquired at Villenave d’Ornon and Montélimar were valued by Atis Real as part of its overall appraisalof the sites.• The Geispolsheim mall owned by SCI GM Geispolsheim (50% of which has been acquired by SAS Mery 2) was valued on thebasis of the purchase price paid by the Group for the shares in the company.These appraisals, based on recurring rental revenue of €137 million, valued the portfolio at a total of €2,237 million includingtransfer taxes at 31 December 2009, compared with €2,185 million at 30 June 2009 and €2,061 million at 31 December 2008.The portfolio value has therefore increased by 8.6% over one year (down 1% on a like-for-like basis), and by 2.4% over sixmonths (up 2.2% on a like-for-like basis).The average capitalisation rates were as follows:31 Dec. 2009 June 30 2009 31 Dec. 2008Large shopping centres 5.70% 5.80% 5.40%Neighbourhood shopping centres 6.70% 6.80% 6.30%Total portfolio 6.10% 6.20% 5.80%Based on annual rental revenue of €137 million and a capitalisation rate of 6.1%, a 0.5% decrease in the capitalisation ratewould have the effect of increasing fair value by €199 million and a 0.5% increase in the capitalisation rate would have theeffect of decreasing fair value by €169 million.The impact of a 10% rise or fall in rental revenue would have an impact of plus or minus €224 million at a capitalisation rateof 6.1%.On the basis of these appraisals, no impairment losses were recognised in the 2009 financial statements (or in the 2008 and2007 financial statements).

106 INotes to the consolidatedfinancial statementsConsolidated financial statementsRegistration document 2009 / Casino GroupNOTE 16 • IMPAIRMENT OF NON-CURRENT ASSETSNOTE 16.1 • MOVEMENTS FOR THE PERIODGoodwill and other non-financial non-current assets were tested for impairment at 31 December 2009 by the methoddescribed in note 1.5 – “Significant Accounting Policies”.Management made the best possible estimate of recoverable amounts or values in use for all assets. The assumptions usedare set out below.As a result of the impairment tests carried out in 2009, the Group recognised impairment losses totalling €15 million, mainlyincluding €6 million allocated to intangible assets and property, plant and equipment in the Franprix-Leader Price andMonoprix segments.For information, the 2008 goodwill impairment test resulted in the recognition of €5 million of impairment losses at 31 December2008, including €3 million for the Casino Restoration CGU and the balance for goodwill allocated directly to an asset.NOTE 16.2 • GOODWILL IMPAIRMENT LOSSESGoodwill is tested for impairment at each year end in accordance with the principles set out in note 1.5 “Significant AccountingPolicies”.Impairment testing consists of determining the recoverable values of the cash generating units (CGUs) or groups of CGU towhich the goodwill is allocated and comparing them with the carrying amounts of the relevant assets. Goodwill arising onthe initial acquisition of networks is allocated to the groups of CGU in accordance with the classifications set out in note 12.Some goodwill may occasionally be allocated directly to CGUs.For internal valuations, impairment testing generally consists of determining the value in use of each CGU in accordancewith the principles set out in note 1.5.12. Value in use is determined by the discounted cash flows method, based on after-taxcash flows and using the following rates.Parameters used for internal calculations of 2009 values in useRegion Growth rate (i) Terminal valuex EBITDA (ii)After-taxdiscount rate (iii)France (retailing) 0.60% to 2.60% 9.00 6.40%France (other) (iv) 0.00% to 1.60% 8.00 6.40% to 9.25%Argentina 16.00% 9.50 20.10%Colombia 9.20% 9.50 9.80%Uruguay 7.50% 9.50 12.90%Venezuela 30.80% 9.50 33.40%Asia 2.50% 9.00 5.80%Indian Ocean 3.20% 9.00 6.40% to 13.10%(i) The growth rate for the cash flow projection period includes the expected increase in the consumer price index, which is very high in some countries.(ii) Except for e-commerce activities, terminal value is calculated using the EBITDA multiple achieved in comparable transactions.(iii) The discount rate used is the weighted average capital cost (WACC) for each country. WACC is calculated by taking account of the sector’s indebtedbeta, the historical observed market risk premium and the Group’s cost of debt.(iv) For the e-commerce business, terminal value is based on a 2.9% perpetual rate of growth in annual sales.Based on the 2009 goodwill impairment test, which was completed in January 2010, no impairment losses were recognisedat 31 December 2009.In view of the positive difference between value in use and carrying amount, the Group believes that on the basis of reasonablyforeseeable events, any changes in the key assumptions set out above would not lead to the recognition of an impairmentloss. For example, a 100-basis point increase in the discount rate or a 1-point decrease in the EBITDA multiple would nothave led to the recognition of an impairment loss.An external valuation was carried out for GPA during December 2009 and January 2010, which did not lead to the recognitionof any impairment at 31 December 2009.The main assumptions underlying this valuation were: GPA’s value in use was estimated on the basis of discounted futurecash flows supported by a multi-criteria analysis based on share prices and comparable transaction multiples. The discountedcash flows method was considered to be fundamental for GPA. It was based on three-year projected cash flows approved

Registration document 2009 / Casino Group Consolidated financial statementsI 107by management, plus a further two years of estimated cash flows and a terminal value. The discount rate used was 9.2%.The key assumptions include a revenue growth rate, discount rate and EBITDA multiple (10.4x) used to calculate the terminalvalue. At 31 December 2009, a 1,000 basis-point increase in the discount rate or a 4.6-point decrease in the EBITDA multiplewould have been required to reduce value in use to the carrying amount.NOTE 17 • INVESTMENTS IN ASSOCIATESNOTE 17.1 • MOVEMENTS IN INVESTMENTS IN ASSOCIATES€ millions OpeningbalanceImpairmentNet profitfor theperiodDividendsChanges inscope ofconsolidationandtranslationadjustmentsClosingbalanceMOVEMENTS IN 2008GPA Group associates 12 – – – (2) 10Super de Boer 178 – – – (178) –Franprix and Leader Price associates 59 – 12 (12) 16 75Easy Holland BV 10 – – – (8) 2AEW Immocommercial 18 – 3 (2) 6 25Cdiscount associates – – (1) – 3 2Easy Colombia – – (1) – 9 9Total 277 – 13 (14) (153) 122MOVEMENTS IN 2009GPA Group associates 10 – 3 – 14 26Franprix and Leader Price associates 75 – 5 (5) 12 87Easy Holland BV 2 – – – (2) –AEW Immocommercial 25 – 2 (4) – 23Property mutual funds (OPCI) – store premises – – – – 41 41Cdiscount Group associates 2 – (3) – 2 –Easy Colombia 9 – (1) – (9) –Total 122 – 6 (9) 57 177Movements during the year were mainly due to the new property mutual funds (OPCI) Vivéris and Shopping Property Fund 1for, respectively, €15 million and €26 million.Casino has sold various store premises to several property mutual funds (see note 6), in some cases retaining a residualinterest in their share capital.The Group has analysed various factors to determine whether or not it has significant influence over these entities, includingthe terms of existing agreements (operating leases with no specific advantages for the Group), the purpose of the OPCIs,which is to manage and acquire commercial property assets (not necessarily from Casino), the weighting of the varioustenants and the governance method. Based on its analysis, the Group has accounted for AEW Immocommercial, Vivérisand Shopping Property Fund 1 by the equity method at 31 December 2009.These associates are privately-held companies for which no quoted market prices are available on which to estimate theirfair value.Transactions with associates are disclosed in note 36.1.NOTE 17.2 • GROUP SHARE OF CONTINGENT LIABILITIES OF ASSOCIATESAt 31 December 2009 and 2008, there were no contingent liabilities in associates.

108 INotes to the consolidatedfinancial statementsConsolidated financial statementsRegistration document 2009 / Casino GroupNOTE 18 • JOINT VENTURESMonoprix, Distridyn, Régie Média Trade, dunnhumby France and Geimex are jointly controlled (on a 50/50 basis) by the Groupand are consolidated by the proportionate method.Banque du Groupe Casino, Grupo Disco de Uruguay, Wilkes and the GPA group are also consolidated by the proportionatemethod because in all cases the agreement between Groupe Casino and its partners provides for the exercise of joint controlover the business.MonoprixOn 22 December 2008, Casino and Galeries Lafayette signed an amendment to their March 2003 strategic agreement whichsuspends the exercise of their respective put and call options on Monoprix shares for three years.As a result, Casino’s call on 10% of Monoprix’s outstanding shares and Galeries Lafayette’s put on 50% of Monoprix’s capitalwill be exercisable only as of 1 January 2012. The other terms of exercise remain unchanged as do all the other terms of theMarch 2003 strategic agreement.Accordingly, Monoprix is proportionately consolidated and the value of the options is disclosed under off-balance sheetcommitments in the notes to the financial statements for the year ended 31 December 2009.NOTE 18.1 • FINANCIAL HIGHLIGHTS FOR THE MAIN JOINT VENTURES,RESTATED IN ACCORDANCE WITH IFRS€ millions Group share 2009 2008o/wTotal o/w GPA (i) Monoprix Total o/w GPAo/wMonoprixPercentage interest 33.67% 50.00% 34.72% 50.00%Income 6,206 3,006 1,840 5,889 2,358 1,841Expenses (6,034) (2,927) (1,768) (5,737) (2,310) (1,749)Total non-current assets 2,964 1,442 1,108 2,440 1,010 1,115Total current assets 2,238 1,208 295 1,799 668 326Total assets 5,203 2,649 1,403 4,240 1,678 1,441Total equity 2,227 1,157 582 1,736 780 579Total non-current liabilities 635 514 113 548 436 103Total current liabilities 2,340 979 708 1,956 463 759Total liabilities 5,203 2,649 1,403 4,240 1,678 1,441(i) See note 2.1.NOTE 18.2 • GROUP SHARE OF CONTINGENT LIABILITIESAt 31 December 2009, the only contingent liabilities in joint ventures were tax and social security related risks at GPA for€348 million (Group share) including €17 million for Globex Utilidades.

Registration document 2009 / Casino Group Consolidated financial statementsI 109NOTE 19 • NON-CURRENT FINANCIAL ASSETS€ millions 2009 2008Available-for-sale financial assets (AFS) 79 170Loans 99 54Non-current derivatives – 1Prepaid rents 122 124Receivables from non-consolidated companies 115 120Other financial assets 336 299Non-current financial assets 415 469NOTE 19.1 • AVAILABLE-FOR-SALE FINANCIAL ASSETS (AFS)MOVEMENTS IN AVAILABLE-FOR-SALE FINANCIAL ASSETS (AFS)€ millions 2009 2008At 1 January 170 188Increase 4 39Decrease (22) 5Gains and losses from remeasurement at fair value 5 (6)Changes in scope of consolidation and translation adjustment (i) (79) (56)Other – (1)At 31 December 79 170(i) Changes in scope of consolidation and translation adjustment mainly comprise the first-time consolidation of companies.Available-for-sale financial assets held by the Group amounted to €79 million at 31 December 2009 and comprise onlyunlisted equities.NOTE 19.2 • PREPAID RENTSPrepaid rents reflect the right to use land in some countries for an average period of 30 years, with the cost recognised overthe period of use.NOTE 20 • INVENTORIES€ millions 2009 2008Goods 2,387 2,446Property development (work in progress) 241 280Gross 2,628 2,726Impairment of goods held in inventory (35) (41)Impairment of property development (work in progress) (18) (1)Total impairment (53) (42)Inventories 2,575 2,684

110 INotes to the consolidatedfinancial statementsConsolidated financial statementsRegistration document 2009 / Casino GroupNOTE 21 • TRADE RECEIVABLESNOTE 21.1 • BREAKDOWN€ millions 2009 2008Trade receivables 923 964Accumulated impairment losses (78) (67)Finance receivables 751 757Accumulated impairment losses (86) (62)Trade receivables 1,509 1,592NOTE 21.2 • ACCUMULATED IMPAIRMENT LOSSES ON TRADE RECEIVABLES€ millions 2009 2008Accumulated impairment losses on trade receivablesAt 1 January (67) (67)Charge (22) (26)Reversal 16 26Change in scope of consolidation (4) (2)Translation differences (1) 1At 31 December (78) (67)Accumulated impairment losses on finance receivablesAt 1 January (62) (48)Charge (55) (36)Reversal 31 22Change in scope of consolidation (1) –Translation differences – –At 31 December (86) (62)The criteria for recognising impairment losses are set out in note 30.2 on counterparty risk.NOTE 21.3 • MATURITY OF TRADE RECEIVABLESTrade receivables break down as follows by maturity:TRADE RECEIVABLES€ millions Receivablesnot yet due,not impairedTotalReceivablesnot more than onemonth past dueReceivables past due on the balance sheet dateReceivablesbetween oneand six monthspast dueReceivables morethan six monthspast due Total TotalImpairedreceivablesTOTAL2009 740 45 22 17 84 98 9232008 705 114 58 1 173 86 964

Registration document 2009 / Casino Group Consolidated financial statementsI 111FINANCE RECEIVABLES€ millions Not yet due (i) Past due, not impaired (ii) Restructurednot yet due (iii)Accumulatedimpairment losses (iv)TOTAL2009 530 – 81 140 7512008 577 – 64 115 757(i) Receivables with no payment incidents.(ii) Receivables past due but not impaired.(iii) Receivables for which payments have been rescheduled.(iv) Receivables with at least one payment outstanding for more than one month and for which an impairment loss has been taken.NOTE 22 • OTHER ASSETSNOTE 22.1 • BREAKDOWN€ millions 2009 2008Other receivables 1,018 1,026Advances to non-consolidated companies 86 99Accumulated impairment losses (33) (28)Derivatives not qualifying for hedge accounting – 4Prepaid expenses 128 108Other assets 1,201 1,208Other receivables primarily include tax receivables, prepaid employee benefit expenses and receivables from suppliers.Prepaid expenses mainly include purchases, rents, other occupancy costs and insurance premiums recognised in the currentyear, but related to future periods.NOTE 22.2 • ACCUMULATED IMPAIRMENT LOSSES€ millions 2009 2008At 1 January (28) (25)Charge (11) (8)Reversal 12 4Change in scope of consolidation (6) 1Translation differences – –Non-current assets held for sale – –At 31 December (33) (28)

112 INotes to the consolidatedfinancial statementsConsolidated financial statementsRegistration document 2009 / Casino GroupNOTE 23 • NET CASH AND FINANCIAL DEBTNOTE 23.1 • BREAKDOWN€ millions 2009 2008Cash equivalents 1,617 1,103Cash 1,099 845Cash and cash equivalents 2,716 1,948Bank overdrafts (352) (404)Net cash and cash equivalents 2,364 1,543Borrowings (other than bank overdrafts) (6,436) (6,394)Net financial debt (4,072) (4,851)Gross cash and cash equivalents of the parent company and its wholly-owned subsidiaries amounted to approximately€1,675 million. Total cash and cash equivalents of companies that are not wholly-owned amounted to approximately €586 million.The balance corresponds to the cash and cash equivalents of proportionately consolidated companies, amounting toapproximately €455 million (GPA, Banque du Groupe Casino, Monoprix). Except for proportionately consolidated companiesfor which dividend payments are decided jointly with Groupe Casino’s partner, the cash and cash equivalents of fully consolidatedcompanies are entirely available to the Group as the Group controls their dividend policy despite the presence ofminority interests.NOTE 23.2 • BREAKDOWN OF CASH AND CASH EQUIVALENTS BY CURRENCY€ millions 2009 % 2008 %Euro 1,993 73 1,527 79US dollar 29 1 28 1Argentine peso 15 1 2 –Brazilian real 311 11 175 9Thai baht 42 2 30 1Colombian peso 216 8 129 7Vietnamese dong 24 1 11 –Uruguayan peso 20 1 12 1Venezuelan bolivar 39 1 34 2Other 27 1 – –Cash and cash equivalents 2,716 100 1,948 100Cash and cash equivalents include the €146 million proceeds (€161 million at 31 December 2008) from sales of receivablesfulfilling the derecognition criteria of IAS 39, as explained in the note describing the accounting treatment of trade receivables.Cash equivalents at 31 December 2009 consisted of term deposits, euro-denominated money market mutual funds andother short-term investments. The Group applies the guidelines set out in the press release published by the AFG-AFTE on8 March 2006 concerning the classification of money market funds as cash equivalents in accordance with IAS 7 – Cash FlowStatements.These criteria were applied retrospectively to individual investments classified as cash equivalents at 31 December 2009.Application of these criteria did not result in any cash equivalents being reclassified.

Registration document 2009 / Casino Group Consolidated financial statementsI 113NOTE 24 • FAIR VALUE OF FINANCIAL ASSETSThe fair values of assets recognised at fair value are determined as follows:• Available-for-sale financial assets do not include any listed securities. Their fair value is typically determined on the basisof widely used valuation techniques, mostly based on discounted cash flows. These assets are mainly classified as Level 3.Changes in assumptions would not have a material impact on the fair values estimated by the Group.• Derivative financial instruments are measured (internally or externally) on the basis of the usual valuation techniques forthis type of instrument. Valuation models are based on observable market data (mainly the yield curve) and counterpartyquality. These instruments are mainly classified as Level 1 or 2.• Cash and cash equivalents are valued on the basis of data provided by the banks.The following table compares the carrying amount of financial assets with their fair value.31 DECEMBER 2009€ millions 2009 2009 Carrying amount 2009Financial assetsCarryingamount(A)Nonfinancialassets(B)Totalfinancialassets(A) - (B)Financialassets atfair valuethroughprofit or lossHeld-tomaturityinvestmentsLoansandreceivablesAvailable-forsalefinancialassetsNon-current assets (note 19)Available-for-sale financial assets 79 – 79 – – – 79 79Loans 99 – 99 – – 99 – 99Prepaid rents 122 122 – – – – – –Receivables from non-consolidated companies 115 – 115 – – 115 – 115Non-current derivative instruments 176 – 176 176 – – – 176Trade receivables (note 21)Retail business 844 – 844 – – 844 – 844Finance business 665 – 665 – – 665 – 665Other assets (note 22) 1,201 528 673 – – 673 – 673Current derivative instruments 116 – 116 116 – – – 116Cash and cash equivalents (note 23) 2,716 – 2,716 2,716 – – – 2,716Fair valueDuring the period, no financial assets were transferred out of or into Level 3. Movements in Level 3 financial assets aredisclosed in note 19.31 DECEMBER 2008€ millions 2008 2008 Carrying amount 2008Financial assetsCarryingamount(A)Nonfinancialassets(B)Totalfinancialassets(A) - (B)Financialassets atfair valuethroughprofit or lossHeld-tomaturityinvestmentsLoansandreceivablesAvailable-forsalefinancialassetsNon-current assets (note 19)Available-for-sale financial assets 170 – 170 – – – 170 170Loans 56 – 56 – – 56 – 56Prepaid rents 124 124 – – – – – –Receivables from non-consolidated companies 120 – 120 – – 120 – 120Non-current derivative instruments 118 – 118 118 – – – 118Trade receivables (note 21)Retail business 897 – 897 – – 897 – 897Finance business 694 – 694 – – 694 – 694Other assets (note 22) 1,208 422 786 – – 786 – 786Current derivative instruments 77 – 77 77 – – – 77Cash and cash equivalents (note 23) 1,948 – 1,948 1,948 – – – 1,948Fair value

114 INotes to the consolidatedfinancial statementsConsolidated financial statementsRegistration document 2009 / Casino GroupNOTE 25 • EQUITYNOTE 25.1 • SHARE CAPITALAt 31 December 2009, the share capital amounted to €168,852,310 versus €171,908,750 at 31 December 2008. The decreaseis mainly due to the conversion of preferred non-voting shares into ordinary shares as described in note 2.2, which gave riseto a capital reduction. At 31 December 2009, the share capital comprised 110,360,987 fully-paid ordinary shares, each witha par value of €1.53.Under the shareholder authorisations given to the Board of Directors, the share capital may be increased immediately orin the future, by up to €150 million through the issuance of shares or share equivalents other than bonus shares paid up bycapitalising profits, reserves or additional paid-in capital.ISSUED AND FULLY-PAID ORDINARY SHARES (Number of shares)2009 2008 (ii)At 1 January 97,769,191 96,992,416Shares issued on exercise of stock options 9,373 278,222Shares issued to minority shareholders in connection with mergers – 42Cancellation of shares – (301,489)New shares issued to the Emily 2 employee share ownership plan – 800,000New shares issued pursuant to share grants 77,169 –Conversion of preferred non-voting shares into ordinary shares (i) 12,505,254 –At 31 December 110,360,987 97,769,191(i) In accordance with the 25th resolution passed by the shareholders at the annual general meeting of 19 May 2009, the preferred non-voting shareshave been converted into ordinary shares (see note 2.2 and the condensed income statement).(ii) At 1 January 2008 and 31 December 2008, the number of preferred non-voting shares, respectively 15,124,256 and 14,589,469, should be added tothe above figures to obtain the total number of shares comprising the share capital.ISSUED AND FULLY-PAID ORDINARY SHARES (€ millions)2009 2008 (ii)At 1 January 150 149Shares issued on exercise of stock options – –Shares issued to minority shareholders in connection with mergers – –Cancellation of shares – –New shares issued to the Emily 2 employee share ownership plan – 1New shares issued pursuant to share grants – –Conversion of preferred non-voting shares into ordinary shares (i) 19 –At 31 December 169 150(i) In accordance with the 25th resolution passed by the shareholders at the annual general meeting of 19 May 2009, the preferred non-voting shareshave been converted into ordinary shares (see note 2.2 and the condensed income statement).(ii) At 1 January 2008 and 31 December 2008, the value of preferred non-voting shares, respectively €22 million and €23 million, should be added to theabove figures to obtain the total amount of share capital.

Registration document 2009 / Casino Group Consolidated financial statementsI 115NOTE 25.2 • OTHER EQUITY€ millions 2009 2008 adjustedAdditional paid-in capital (i) 3,964 3,964Treasury shares 25.2.2 (4) (3)Equity instruments (deeply subordinated perpetual bonds) 25.2.3 600 600Other equity instruments 25.2.4 (5) (12)Reserves (ii) 1,967 1,879Translation reserve 25.2.5 366 (167)Total other equity 6,887 6,260(i) Additional paid-in capital corresponds to cumulative premiums on shares issued for cash or in connection with mergers or acquisitions recorded inthe parent company accounts, as well as the legal reserve.(ii) Reserves correspond to:• parent company reserves after consolidation adjustments;• the equity of subsidiaries – as restated in accordance with Group accounting policies – less the carrying amount of the shares held by the Group,plus any goodwill;• the cumulative effect of changes in accounting policies and estimates and corrections of errors;• gains and losses from remeasurement at fair value of available-for-sale financial assets;• gains and losses on cash flow hedges recognised directly in equity;• the cumulative effect of share-based payment expense.Note 25.2.1 • Share equivalentsThe Group has granted stock options to its employees under the plans presented in note 26.Note 25.2.2 • Treasury sharesTreasury shares correspond to shareholder-approved buybacks of Casino, Guichard-Perrachon SA shares. At 31 December2009, a total of 85,000 shares were held in treasury. These shares were acquired at a total cost of €4 million.In January 2005, the Group signed a liquidity contract with the Rothschild investment bank in accordance with EuropeanCommission regulation 2273/2003/EC. The liquidity account was set up with a total of 700,000 Casino, Guichard-Perrachonshares and €40 million. At 31 December 2009, no treasury shares were held under the contract. The cash earmarked for theliquidity account is invested in money market mutual funds. These funds qualify as cash equivalents and are thereforeincluded in net cash and cash equivalents in the cash flow statement.Note 25.2.3 • Deeply subordinated perpetual bondsAt the beginning of 2005, the Group issued €600 million worth of deeply subordinated perpetual bonds (TSSDI). The bonds areredeemable solely at the Group’s discretion and interest payments are due only if the Group pays a dividend on its ordinaryshares in the preceding twelve months. For these reasons, the bonds are carried in equity, for an amount of €600 million.The bonds pay interest at 7.5% in the first three years, and thereafter at the 10-year constant maturity swap rate plus 100basis points, capped at 9%. Interest payments are deducted from equity, net of the tax effect.Note 25.2.4 • Other equity instrumentsThe Group held €5 million of calls on its ordinary shares at 31 December 2009 (€7 million at 31 December 2008).Note 25.2.5 • Translation reserveThe translation reserve corresponds to cumulative exchange gains and losses on translating the equity of foreign subsidiariesand receivables and payables corresponding to the Group’s net investment in these subsidiaries, at the closing rate.

116 INotes to the consolidatedfinancial statementsConsolidated financial statementsRegistration document 2009 / Casino GroupTRANSLATION RESERVES BY COUNTRY AT 31 DECEMBER 2009€ millions At 1 January2009Attributable to equity holdersof the parent Attributable to minority interests TotalExchangedifferencesfor theperiodAt 31 Dec.2009At 1 January2009Exchangedifferencesfor theperiodAt 31 Dec.2009Exchangedifferencesfor theperiodBrazil (18) 395 377 2 (5) (3) 374Argentina (31) (16) (47) – – – (47)Colombia (45) 51 6 (55) 31 (24) (18)Uruguay (6) 39 33 – – 1 34Venezuela (see note 2) (26) 37 11 (5) 2 (4) 7United States (4) (3) (7) (7) – (7) (14)Thailand 11 – 11 (4) 1 (3) 8Poland 32 4 35 – – – 35Indian Ocean (5) – (6) (3) – (3) (8)Vietnam (1) (4) (5) (1) (1) (2) (6)Total (94) 504 409 (72) 29 (44) 366Movements during the period mainly stem from the appreciation of the Brazilian and Colombian currencies against the euro.They also include €12 million in exchange differences reclassified to the income statement upon acquisitions and disposalsof GPA shares.TRANSLATION RESERVES BY COUNTRY AT 31 DECEMBER 2008€ millions At 1 January2008Attributable to equity holdersof the parent Attributable to minority interests TotalExchangedifferencesfor theperiodAt 31 Dec.2008At 1 January2008Exchangedifferencesfor theperiodAt 31 Dec.2008Exchangedifferencesfor theperiodBrazil 324 (343) (18) (2) 4 2 (16)Argentina (29) (2) (31) – – – (31)Colombia 5 (51) (45) (27) (28) (55) (101)Uruguay 13 (19) (6) – – – (6)Venezuela (32) 6 (26) (6) 1 (5) (31)United States (8) 4 (4) (7) – (7) (11)Thailand 35 (25) 11 16 (20) (4) 6Poland 45 (13) 32 – – – 32Indian Ocean (5) – (5) (3) – (3) (8)Vietnam – (1) (1) – (1) (1) (2)Total 350 (444) (94) (29) (44) (72) (167)Movements during the period stem mainly from an appreciation of the euro against the Brazilian and Colombian currencies.They also include €7 million in exchange differences reclassified to the income statement upon acquisitions and disposals ofGPA shares.

Registration document 2009 / Casino Group Consolidated financial statementsI 117NOTE 25.3 • OTHER COMPREHENSIVE INCOME€ millions 2009Available-for-sale financial assets 4Change in fair value during the period 4Reclassification to profit or loss 1Income tax (expense)/benefit (2)Cash flow hedges (4)Change in fair value during the period (44)Reclassification to profit or loss 45Income tax (expense)/benefit (4)Exchange differences 532Change in exchange differences during the period (note 25.2.5) 545Reclassification to profit or loss due to disposals during the period (13)Actuarial gains and losses and asset ceiling adjustments (4)Change during the period (note 28.1.3) (6)Income tax (expense)/benefit 2Total 528NOTE 25.4 • DIVIDENDSThe recommended 2009 dividend has been set at €2.65 per ordinary share. The dividend is subject to approval at the nextAnnual Shareholders’ Meeting and is therefore not reflected in the consolidated financial statements at 31 December 2009.CASH DIVIDENDS PAID AND RECOMMENDED€ millions Net dividendNumberTreasury shares 20092008(in €)of sharessrecommendedOrdinary dividends2008 €2.53 97,518,461 250,730 2472009 dividend (recommended) (i) €2.65 110,360,987 – 292Preferred dividends2008 €2.57 14,588,958 411 372009 dividend (recommended) – – –Dividends on deeply subordinated perpetualbonds, net of tax2008 €45.25 600,000 – 272009 €30.14 600,000 – 18(i) The recommended 2009 dividend per share has been calculated on the basis of the total number of shares outstanding at 31 December 2009. It willbe modified in 2010 to exclude the actual number of treasury shares held on the payment date.NOTE 25.5 • CAPITAL MANAGEMENTThe Group’s policy is to maintain a strong capital base in order to ensure the confidence of investors, creditors and the markets,and to support the Group’s future business development.The Group occasionally purchases its own shares in the market, for the purpose of allocating them to the liquidity contractand making a market in the shares or keeping them to cover stock option plans, employee share ownership plans or sharegrant plans for Group employees and executive officers.

118 INotes to the consolidatedfinancial statementsConsolidated financial statementsRegistration document 2009 / Casino GroupNOTE 26 • SHARE-BASED PAYMENTSCasino set up its first stock option plan in 1973. Since 1987, stock options have been granted in December of each year tonew managers who have completed one year’s service with the Group, and the number of options held by managers promotedto a higher grade has been adjusted.Share grants are also made to certain company managers and to store managers. The shares vest in tranches, subject tocontinued employment with the Group and the attainment of Group performance targets for the period concerned.NOTE 26.1 • IMPACT OF SHARE-BASED PAYMENTS ON EARNINGS AND EQUITYThe net expense of €11 million in 2009 (€8 million in 2008) was recognised by adjusting equity at 31 December 2009 by thesame amount.NOTE 26.2 • DETAILS OF CASINO, GUICHARD-PERRACHON STOCK OPTION PLANSIn accordance with IFRS 2, options granted after 7 November 2002 that had not yet vested at 1 January 2004 were valuedusing the Black & Scholes option pricing model.DETAILS OF THE PLANS AND THE MAIN ASSUMPTIONS APPLIED TO VALUE OPTIONS ON NEW SHARES2009 2008 2007Grant date 4 Dec. 8 April 5 Dec. 14 April 7 Dec. 13 AprilExpiry date 3 June 2015 7 Oct. 2014 4 June 2014 13 Oct. 2013 6 June 2013 12 Oct. 2012Share price on the grant date €58.31 €48.37 €43.73 €75.10 €77.25 €75.80Option exercise price €57.18 €49.47 €49.02 €76.73 €74.98 €75.75Number of options granted 72,603 37,150 109,001 434,361 54,497 362,749Estimated life of the options (in years) 5.5 5.5 5.5 5.5 5.5 5.5Projected dividend yield 5% 5% 5% 5% 5% 5%Projected volatility 30.02% 29.60% 26.77% 24.04% 25.27% 23.55%Risk-free interest rate 2.09% 2.44% 3.05% 4.17% 4.85% 4.78%Fair value of stock options €8.59 €5.07 €6.14 €13.61 €18.18 €16.73Number of options outstanding 72,281 36,150 102,578 358,035 43,450 265,5692006 2005 2004Grant date 15 Dec. 13 April 8 Dec. 26 May 9 Dec.Expiry date 14 June 2012 12 Oct. 2011 7 June 2011 25 Nov. 2010 8 June 2010Share price on the grant date €70.00 €59.80 €56.95 €59.70 €56.95Option exercise price €69.65 €58.16 €56.31 €57.76 €59.01Number of options granted 53,708 354,360 50,281 318,643 78,527Estimated life of the options (in years) 5.5 5.5 5.5 5.5 5.5Projected dividend yield 2% 2% 2% 2% 2%Projected volatility 25.11% 25.87% 21.19% 21.86% 23.14%Risk-free interest rate 3.99% 3.94% 3.21% 2.85% 3.14%Fair value of stock options €14.31 €11.88 €9.00 €8.89 €8.14Number of options outstanding 32,726 221,635 33,242 203,505 36,473

Registration document 2009 / Casino Group Consolidated financial statementsI 119DETAILS OF SHARE GRANT PLANS2009 2008Grant date 4 Dec. 8 April 8 April 5 Dec. 29 Oct.Expiry• vesting date 4 Dec. 2012 8 April 2011 8 Oct. 2011 4 Dec. 2011 28 Oct. 2010• end of lock-up period 4 Dec. 2014 8 April 2013 8 Oct. 2013 4 Dec. 2013 28 Oct. 2012Share price on the grant date €58.31 €48.37 €48.37 €43.73 €53.41Number of shares 24,463 8,000 492,273 500 59,800Fair value of the share €42.47 €34.18 €36.32 €33.16 €42.54Continued employment condition Yes Yes Yes Yes YesPerformance conditions No No Yes No NoPerformance condition applicable (i) (i) 98.62% (i) (i)Number of shares before applicationof performance conditions24,463 8,000 478,622 500 52,3002008 2007Grant date 14 April 14 April 7 Dec. 13 AprilExpiry• vesting date 13 Oct. 2011 13 April 2011 6 Dec. 2010 12 Oct. 2010• end of lock-up period 13 Oct. 2013 13 Oct. 2013 6 Dec. 2012 12 Oct. 2012Share price on the grant date €75.10 €75.10 €75.80 €77.25Number of shares 183,641 8,017 29,602 163,736Fair value of the share €61.92 €61.92 €69.18 €70.13Continued employment condition Yes Yes Yes YesPerformance conditions Yes No No YesPerformance condition applicable (ii) (i) (i) (ii)Number of shares before applicationof performance conditions163,640 8,017 27,468 139,201(i) No performance conditions.(ii) The performance target for the share grant plan of 13 April 2007 and 14 April 2008 depends upon the company. At 31 December 2009, the applicableperformance conditions were as follows:Plans granted on 14 April 2008 13 April 2007Monoprix 50% (based on 5,365 shares) 100% (based on 2,385 shares)Codim 2 100% (based on 3,640 shares) 100% (based on 3,720 shares)Other companies 0% (based on 154,635 shares) 41.47% (based on 133,096 shares)Performance conditions mainly involve organic sales growth, trading profit levels, and net financial debt.

120 INotes to the consolidatedfinancial statementsConsolidated financial statementsRegistration document 2009 / Casino GroupDETAILS OF PLANS ON CASINO, GUICHARD-PERRACHON SHARESStock option plansNumber ofoutstanding optionsWeighted averageexercise price (in €)At 1 January 2008 2,545,280 €69.55Of which, vested options 1,496,282Options granted during the period 544,362 €61.30Options exercised during the period (290,502) €56.85Options cancelled during the period (283,597) €58.15Options that lapsed during the period – –At 31 December 2008 2,515,543 €71.14Of which, vested options 1,283,320Options granted during the period 109,753 €54.57Options exercised during the period (9,373) €58.06Options cancelled during the period (1,210,279) €75.73Options that lapsed during the period – –At 31 December 2009 1,405,644 €65.98Of which, vested options 563,731Share grant plans, not yet vestedNumber ofoutstanding sharesAt 1 January 2008 475,970Shares granted 252,458Shares cancelled (127,601)Shares issued (42,018)At 31 December 2008 558,809Shares granted 524,736Shares cancelled (104,165)Shares issued (77,169)At 31 December 2009 902,211

Registration document 2009 / Casino Group Consolidated financial statementsI 121NOTE 27 • PROVISIONSNOTE 27.1 • BREAKDOWN AND MOVEMENTS€ millions 1 January2009adjustedIncreases2009Reversals(used)2009Reversals(surplus)2009Change inscope ofconsolidationTranslationadjustmentOtherAt 31 Dec.2009Product warranty costs 11 6 (10) – – – – 7Pensions (note 28.1.1) 100 48 (38) (1) (6) 1 3 107Jubilees 20 1 – – – – 1 21Long-service awards 14 15 (14) – – – – 15Claims and litigation 33 19 (16) (6) – – – 29Other liabilities and charges 316 169 (247) (33) 21 30 – 256Restructuring 35 2 (12) – (22) – – 3Risk relating to the TRS (i) 27 – – (10) – – – 17Total 555 259 (337) (51) (7) 31 4 454of which short-term provisions 203 207 (144) (39) (11) – 6 221of which long-term provisions 352 52 (193) (12) 5 31 (2) 234(i) See note 27.2.Provisions for claims and litigation and for other liabilities and charges correspond to a large number of provisions for employeeclaims, property-related claims (concerning construction or refurbishment work, rents, tenant evictions, etc.), taxclaims and business claims (trademark infringement, etc.).NOTE 27.2 • RISK RELATING TO THE TOTAL RETURN SWAP ON EXITO SHARESOn 19 December 2007, Casino announced an amendment to the shareholders’ agreement entered into with Exito on 7 October2005.On the same date, the minority shareholders of Suramericana de Inversiones S.A. and other Colombian strategic partnersentered into reciprocal put and call options with Citi on their interests in Exito (6.9% and 5.1% respectively). On 8 January2008, Grupo Nacional de Chocolates SA sold its 2.0% interest in Exito to Citi. Consequently, these partners have renouncedthe put option granted to them under the historical shareholders’ agreement with Casino, thereby releasing Casino from itscommitment to purchase their stakes in Exito.After Grupo Nacional de Chocolates SA, Suramericana sold its 6.9% interest in Exito to Citi on 19 January 2010 for COP 21,804per share.The put options on the 5.1% owned by other Colombian strategic partners are exercisable for a period of three months from16 December 2010, 2011, 2012, 2013 and 2014. The call option is exercisable by Citi for a period of three months from 16 March2015. The exercise price of the options is the higher of:• a fixed price of COP 19,477 per share, revalued for inflation +1%;• a multiple of EBITDA less net financial debt;• a multiple of sales less net financial debt;• the average quoted share price over the preceding six months.Casino concurrently entered into a total return swap (TRS) with Citi on the 2.0% and 6.9% interests in Exito acquired fromChocolates and Suramericana on 8 January 2008 and 19 January 2010 respectively, with net settlement due in cash. The TRSis valid for three years and three months. Casino also undertook to enter into further TRS contracts on the combined interestsof the other partners (5.1% in total) subject of the call and put options referred to above.At maturity of the TRS contract, Casino will receive the difference between the market price (sale price of Citi’s interest) and(i) a minimum sum of COP 19,477 per share for the interest sold by Chocolates and (ii) a minimum sum of COP 21,804 for theinterest sold by Suramericana, if positive and will pay the difference to Citi if negative.The TRS on the 5.1% interest held by the other Colombian strategic partners will have the same terms and conditions as theChocolates and Suramericana TRSs and will be effective for a maximum period of three years and three months from thedate of exercise of the relevant call or put options.

122 INotes to the consolidatedfinancial statementsConsolidated financial statementsRegistration document 2009 / Casino GroupCasino will receive or pay as applicable the difference between the sale price of the interest on the market and the TRS entryprice (i.e. the sale price paid by Citi to the minority shareholders on the basis described above).Casino has no contractual commitment nor the option to purchase the shares from Citi at maturity of the TRS (net settlementin cash).The main risk for Casino is that the sale price received by Citi at maturity of the TRS could be lower than the price paid by Citito the Colombian shareholders, and that Casino could be obliged to pay Citi the difference, if negative, between the entryprice (minority shareholders’ put exercise price) and the exit price (market sale price received by Citi).The risk has been measured on the basis of several factors:• The exercise price by the shareholders holding the 5.1% interest in Exito, which itself depends on when they elect to exercisetheir put according to their assessment of market conditions and Exito’s future performance.• The term of each TRS, which is a maximum of three years and three months from the exercise date of the relevant put by theColombian partners.• The market value of Exito shares on maturity of the TRSs.A bank has carried out several simulations to determine the best time for the minority shareholders to exercise their putoptions. It has also estimated the market value of Exito shares at maturity of the TRSs using a multi-criteria approach basedon forecast operating performance as set out in Exito’s business plan, investor expectations and Exito’s share price.Given the specific features of these TRSs and the estimated associated risk (the share price was COP 19,500 on 31 December2009), the Group made a €10 million provision reversal at the year-end, reducing the provision to €17 million on 31 December2009, which corresponds to the “central case” simulation. The “high case” (more optimistic) and “low case” (less optimistic)simulations give a risk of €2 million and €28 million respectively.NOTE 28 • PENSION AND OTHER POST-EMPLOYMENT BENEFIT OBLIGATIONSThe Group’s obligations under defined-benefit plans mainly concern France for length-of-service awards payable toemployees on retirement and a supplementary pension plan which is closed to new participants and now only concernsretired employees.NOTE 28.1 • DEFINED BENEFIT PLANNote 28.1.1 • SummaryFrance International Total€ millions 2009 2008 2009 2008 2009 2008Present value of projected benefit obligationunder funded plans140 126 – 338 140 464Fair value of plan assets (62) (66) – (366) (62) (432)Funding requirement 79 60 – (28) 79 32Present value of projected benefit obligationunder unfunded plans11 11 17 28 28 38Unrecognised surplus (asset ceiling) – – – 30 – 30Liability recognised in the balance sheet 90 71 17 30 107 100

Registration document 2009 / Casino Group Consolidated financial statementsI 123Note 28.1.2 • Change in obligationFrance International Total€ millions 2009 2008 2009 2008 2009 2008A - CHANGE IN ACTUARIAL LIABILITYActuarial liability at 1 January 137 136 365 12 502 148Service cost 11 11 1 5 11 17Interest cost 5 4 – 16 5 20Change in scope of consolidation (i) – – (350) 329 (350) 329Reduction in the liability (benefit payments) (5) (7) – (23) (5) (30)Actuarial gains and losses 6 (7) – 19 6 12Translation adjustment – – 1 (1) 1 (1)Employee contributions – – – 2 – 2Curtailments and settlements (1) – – – (1) –Change of assumptions (1) – – – (1) –Other movements – – – 6 – 6Actuarial liability at 31 December A 152 137 17 365 168 502B - CHANGE IN PLAN ASSETSFair value of plan assets at 1 January 66 71 366 – 432 71Expected return on plan assets 1 2 – 16 1 18Actuarial gains and losses (1) (2) – (55) (1) (57)Employer's contribution – – – 11 – 11Employee contributions – – – 2 – 2Benefits paid during the period (1) (1) – (23) (1) (24)Partial reimbursement of plan assets (4) (4) – – (4) (4)Change in scope of consolidation – – (366) 408 (366) 408Other movements – – – 7 – 7Fair value of plan assets at 31 December B 62 66 – 366 62 432C - FUNDING REQUIREMENT A-B (90) (71) (17) 1 (107) (70)Asset ceiling – – – (30) – (30)NET RETIREMENT BENEFIT OBLIGATION (90) (71) (17) (30) (107) (100)(i) The change in scope of consolidation concerns Super de Boer.Note 28.1.3 • Balance of actuarial gains or losses recognised in equity€ millions 2009 2008Provisions (3) (9)Deferred tax assets (liabilities) 1 3Cumulative decrease in equity (2) (6)Of which, attributable to equity holders of the parent (2) (6)Gain or loss, net of tax, recognised directly in equity (4) 4

124 INotes to the consolidatedfinancial statementsConsolidated financial statementsRegistration document 2009 / Casino GroupNote 28.1.4 • Reconciliation of liability on the balance sheetFrance International Total€ millions 2009 2008 2009 2008 2009 2008At 1 January 71 65 30 12 100 77Actuarial gains or losses recognised in equity 6 (6) – 74 6 68Employee contributions – – – 2 – 2Expense for the period 14 13 (1) 5 12 18Reduction in the liability (benefit payments) (4) (6) – – (4) (6)Partial reimbursement of plan assets 4 4 – – 4 4Change in scope of consolidation – – (13) 13 (13) 13Unrecognised surplus (asset ceiling) – – – (75) – (75)Translation adjustment – – 1 (1) 1 (1)At 31 December 90 71 17 30 107 100Note 28.1.5 • Breakdown of expense for the periodFrance International Total€ millions 2009 2008 2009 2008 2009 2008Interest cost 5 4 – 16 5 20Expected return on plan assets (1) (2) – (16) (1) (18)Expense recognised in other financial incomeand expense4 3 – – 4 3Service cost 11 11 1 5 11 15Past service cost – – – – – –Curtailments and settlements (1) – – – (1) –Expense recognised in employee benefits expense 10 10 1 5 10 15Expense for the period 14 13 1 5 14 18Note 28.1.6 • Funding policyHISTORICAL DATA€ millions 2009 2008 2007 2006 2005Present value of projected benefit obligation under funded plans 140 464 125 120 199Fair value of plan assets (62) (432) (71) (84) (142)Sub-total 78 32 54 36 57Present value of projected benefit obligation under unfunded plans 28 38 23 11 42Asset ceiling – 30 – – –Liability recognised in the balance sheet 107 100 77 47 99Plan assets are invested as follows:FranceNetherlands2009 2008 2009 2008Equity instruments – – – 19%Fixed-rate bonds – – – 78%Property – – – 2%Money market mutual funds 100% 100% – –Other – – – 1%

Registration document 2009 / Casino Group Consolidated financial statementsI 125Note 28.1.7 • Actuarial assumptionsFranceInternational€ millions 2009 2008 2009 2008Discount rate 4.9% - 5.0% 5.0% 4.9% - 8.0% 4.8% - 10.70%Expected rate of future salary increases 2.5% 2.5% 2.5% - 4.0% 2.5% - 7.67%Retirement age 62 - 65 62 - 65 57 - 65 50 - 65Expected return on plan assets 3.5% - 3.9% 4.0% – 0.0% - 6.5%In 2006, the Group adopted the TGH05/TGF 05 mortality table for the measurement of projected benefit obligations for itsFrench entities.At 31 December 2009, experience adjustments were not material.For French companies, the discount rate is determined by reference to the Bloomberg 15-year AA corporate composite index.The expected return on plan assets in 2009 corresponds to the actual rate achieved in the previous year. The actual return onplan assets in 2009 was €1 million for France.NOTE 28.2 • DEFINED CONTRIBUTION PLANSDefined contribution plans correspond primarily to retirement plans. The cost of these plans in 2009 was €260 million(€266 million in 2008).NOTE 29 • FINANCIAL LIABILITIESNOTE 29.1 • BREAKDOWN OF FINANCIAL LIABILITIESFinancial liabilities are measured at:• amortised cost for borrowings and other financial liabilities;• fair value through profit or loss for derivatives.The various categories of financial liability at 31 December 2009 were:€ millions 2009 2008NoteNoncurrentportionCurrentportionTotalNoncurrentportionCurrentportionTotalFinancial liabilities 29.1.1 5,524 1,225 6,750 4,733 1,471 6,204Put options granted to minority shareholders 29.1.2 3 77 80 183 442 625Derivative liabilities 183 67 249 134 30 164Total financial liabilities 5,710 1,369 7,079 5,050 1,943 6,993Note 29.1.1 • Financial liabilities€ millions 2009 2008NoncurrentportionCurrentportionTotalNoncurrentportionCurrentportionTotalBonds 4,760 427 5,187 3,709 618 4,327Other financial liabilities 676 403 1,079 905 398 1,303Finance lease liabilities (i) 88 43 131 119 50 169Bank overdrafts – 352 352 – 404 404Total financial liabilities 5,524 1,225 6,750 4,733 1,471 6,204(i) See note 34.3.

126 INotes to the consolidatedfinancial statementsConsolidated financial statementsRegistration document 2009 / Casino GroupBONDS€ millions Amount Interestrate (i)EffectiveinterestrateIssue date Due Hedge (ii) 2009 (iii) 2008 (iii)Bonds in EUROSIndexed bonds2004-20092009 bonds2002-20092010 bonds2003-20102011 bonds2004-20112012 bonds2002-20122012 bonds2009-20122013 bonds2008-20132014 bonds2007-20142008-20142015 bonds2009-201537 V: E3M+0.725 3.78 Dec. 2004 March 2009 – – 39400 F: 5.45 5.46 June 2002 June 2009400 F: 5.25 5.36 April 2003 April 2010400 F: 4.75 4.81 July 2004 July 2011700 F: 6.00 6.13Feb. 2002June 2002Feb. 2012FRBFRLFRBFLOORSFRLCAPSFRBFRLFRBFRLFLOORS– 549401 400399 401717 720500 F: 7.88 7.94 Feb. 2009 Aug. 2012 FRL 506 –1,199 F: 6.38 6.37677 F: 4.88 5.20April 2008June 2008May 2009April 2007June 2008April 2013April 2014CAPSFRBFRLFRAFRBFRL1,251 983691 858750 F: 5.50 5.52 July 2009 Jan. 2015 FRL 761 –Bonds in USDPrivate placement notes2002-2009Private placement notes2002-201110 F: 5.92 5.92 Nov. 2002 Nov. 2009255 F: 6.46 6.56 Nov. 2002 Nov. 2011FRBFRLFRBFRL– 10171 180Bonds in COPExito bond issue2006-2011Exito bond issue2005-2013Carulla bond issue2005-2015Bonds in BRLGPA bond issue2007-2013GPA bond issue2009-2011GPA bond issue2009-201410 V: CPI+4.98 12.53 April 2006 April 2011 – 10 925 V: CPI+5.45 13.42 April 2006 April 2013 – 25 2449 V: CPI+7.50 15.15 May 2005 May 2015 – 51 52108 V: CDI+0.50 12.95 March 200728 V: 119% CDI67 V: 109.5% CDI119%CDI109.5%CDIMarch 2011March 2012March 2013104.96% ofvariable rateCDI108 103June 2009 June 2011 – 28 –Dec. 2009Dec. 2012June 2013Dec. 2013June 2014Dec. 2014– 67 –Total bonds 5,187 4,327(i) F (Fixed rate) – V (Variable rate) – CPI (Consumer Price Index) – CDI (Certificado de Deposito Interbancario).(ii) FRB (fixed rate borrower) – FRL (fixed rate lender).(iii) The amounts shown above include the impact of fair value hedges.On 23 December 2004, Casino, Guichard-Perrachon carried out three indexed bond issues. The final issue of €76 million wasfully redeemed during the year.

Registration document 2009 / Casino Group Consolidated financial statementsI 127OTHER BORROWINGS€ millions Amount Type of rate Issue date Due Hedge 2009 2008FRANCECalyon structured loan 183 Variable rate June 2007 June 2013 FRB/FRL/FRA 179 183Schuldschein loan 130 Variable rate May 2008 May 2013 FRB/FRL 131 130Other 197 – – – – 196 211INTERNATIONALLatin America 379 – – – – 379 503Other 5 – – – – 5 125Accrued interest (i) – – – – – 190 151Total other borrowings 894 – – – – 1,079 1,303(i) Accrued interest relates to all financial liabilities including bonds.CONFIRMED BANK LINES OF CREDIT€ millions Interest rate Due Amount of DrawdownsLess thanone yearMore thanone yearthe facilityConfirmed bank lines of credit Variable rate 139 553 692 56Syndicated lines of credit Variable rate – 1,428 1,428 65Credit activity refinancing facility Variable rate 555 – 555 441Note 29.1.2 • Put options granted to minority shareholdersThese put options correspond to liabilities towards various counterparties arising from commitments made by the Group topurchase shares in consolidated companies. They have therefore been recognised as financial liabilities and break down asfollows at 31 December 2009:€ millions %ownershipCommitment Price Fixed orvariableexercisepriceCurrentfinancialliabilitiesNoncurrentfinancialliabilitiesGoodwillContingentliabilitiesFranprix- Leader Price (i)26.00 to84.00%16.00 to74.00%262 F/V 66 3 95 197Monoprix (ii) 50.00% 50.00% 1,200 V – – – 1,200Lanin / Disco (Uruguay) 62.49% 29.33% 61 F 12 – 12 49Sendas Distribuidora (Brazil) (ii) 57.43% 42.57% 108 V – – – 108Total commitments 1,631 77 3 107 1,551(i) See note 35.(ii) See note 34.2.Sensitivity of put options at 31 December 2009:€ millions CurrentfinancialliabilitiesNon-currentfinancialliabilitiesTotalfinancialliabilitiesFixed orvariableexercisepriceIndicatorImpact of a +/- 10% changein the indicatorFranprix-Leader Price 66 3 68 F/V Net profit +/- 2Lanin / Disco (Uruguay) 12 – 12 F – –Total commitments 77 3 80The valuation method is described in note 34.2 “Contingent liabilities”.

128 INotes to the consolidatedfinancial statementsConsolidated financial statementsRegistration document 2009 / Casino GroupNOTE 29.2 • FINANCIAL DEBTNote 29.2.1 • Breakdown of net financial debt€ millions 2009 2008NoncurrentportionCurrentportionTotalNoncurrentportionCurrentportionTotalFinancial liabilities 5,524 1,225 6,750 4,733 1,471 6,204Put options granted to minority shareholders 3 77 80 183 442 625Derivative liabilities 183 67 249 134 30 164Gross financial liabilities 5,710 1,369 7,079 5,050 1,943 6,993Derivative assets (176) (116) (292) (118) (77) (195)Cash and cash equivalents – (2,716) (2,716) – (1,948) (1,948)Cash, cash equivalents and derivative assets (176) (2,832) (3,008) (118) (2,025) (2,143)Net financial debt 5,534 (1,463) 4,072 4,932 (82) 4,851Note 29.2.2 • Change in gross financial debt€ millions 2009 2008Gross financial liabilities at 1 January (see note 29.2.1) 6,993 7,160Derivative assets (see note 29.2.1) (195) (217)Financial debt at 1 January (including hedging instruments) 6,799 6,943New borrowings 1,789 1,796Repayments (principal and interest) (1,444) (1,927)Change in fair value of debt hedged 35 33Exchange differences (i) 123 (113)Change in scope of consolidation 42 135Change in put options granted to minority shareholders (ii) (555) (69)Financial debt at 31 December (including hedging instruments) 6,787 6,799Gross financial liabilities at 31 December (see note 29.2.1) 7,079 6,993Derivative assets (see note 29.2.1) (292) (195)(i) Exchange differences mainly concern GPA and Exito for, respectively, €71 million and €27 million.(ii) The change in put options granted to minority shareholders concerns Franprix-Leader Price for €407 million, Exito (Carulla) for €118 million and GPAfor €30 million.NOTE 30 • FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIESThe main risks associated with the Group’s financial instruments are interest rate, currency, credit, liquidity and equity risks.Derivative financial instruments – mainly interest rate swaps and forward purchases of foreign currencies – are used tomanage interest rate and currency risks associated with the Group’s business and financing. No derivative instruments areacquired for speculative purposes.

Registration document 2009 / Casino Group Consolidated financial statementsI 129NOTE 30.1 • BREAKDOWN OF DERIVATIVE INSTRUMENTSBreakdown of derivative instruments is as follows:€ millions 2009 2008Assets Liabilities Total Assets Liabilities TotalCash flow hedges – 1 (1) – 16 (16)Fair value hedges 292 249 42 192 164 28Non-qualifying derivatives 1 11 (10) 8 40 (32)Total 293 261 31 200 220 (20)Impact of qualifying financial instruments on equityAt 31 December 2009, the IFRS cash flow hedge reserve totalled €(1) million (€(16) million net of tax at 31 December 2008). Itis comprised of derivative instruments that qualify for cash flow hedge accounting (interest rate and currency swaps), whichwill be recycled to the income statement on the date the hedged item is realised, mostly during 2009.The ineffective portion of these cash flow hedges is not material.Impact of non-qualifying financial instruments on the income statementThe fair value of derivative instruments that do not qualify for hedge accounting under IAS 39 amounted to €(10) million at31 December 2009 (€(32) million at 31 December 2008). At 31 December 2009, these instruments concerned interest ratehedges at Banque du Groupe Casino and Monoprix.NOTE 30.2 • COUNTERPARTY RISKThe Group is exposed to various aspects of counterparty risks in its operating activities, its short-term investment activitiesand its interest rate and currency hedging instruments.Counterparty risk related to trade receivablesRetail credit riskGroup policy consists of checking the financial health of all customers applying for credit. Customer receivables are regularlymonitored and the Group’s exposure to the risk of bad debts is not material.Financial credit riskBanque du Groupe Casino’s credit risks are managed based on:• Statistical analyses of pools of loans with similar characteristics, due to the fact that individual loans are not material andall the loans have the same risk profile.• Recovery probabilities at the different phases in the collection process.As required by IAS 39, a provision is recorded when there is objective evidence that loans are impaired. This is considered tobe the case when customers default on at least one instalment.Provisions for credit risks are determined by modelling statistical recovery and write-off data, taking into account all possiblemovements between the various strata. The statistics used correspond to observed historical defaults and write-offs.The calculation also takes into account the present value of expected recoveries of principal and interest, discounted at theoriginal interest rate on the loan. The purpose of this discounting adjustment is to factor in the loss of future lending margins.Renegotiated loans for which payments are up to date are classified as sound loans. If the borrower defaults on any payments,they are immediately reclassified as doubtful and a provision is recorded on the basis described above.Credit risk on other financial assets – comprising cash and cash equivalents, available-for-sale financial assets and certainderivative financial instruments – corresponds to the risk of failure by the counterparty to fulfil its obligations. The maximumrisk is equal to the instruments’ carrying amount.Details and past due schedules of retail and finance trade receivables are provided in note 21.3.Counterparty risk related to other assetsOther assets, mainly comprising tax receivables and repayment rights, are neither past due nor impaired. The Group does notbelieve it is exposed to any counterparty risk on these assets (see note 22).

130 INotes to the consolidatedfinancial statementsConsolidated financial statementsRegistration document 2009 / Casino GroupNOTE 30.3 • LIQUIDITY RISKThe loan agreements for the Group’s bank borrowings and bond issues include the customary covenants and default clauses,including pari passu, negative pledge and cross-default clauses.None of the loan agreements include any rating triggers.Bonds placed on the euro market do not include any covenants related to financial ratios.At 31 December 2009, the covenants related to the main types of debt carried by the parent company were as follows:• The three confirmed bank lines of credit set up in 2009 were subject to a consolidated net debt/consolidated EBITDA (i) ratio of< 3.7. Some of the older confirmed credit lines are also subject to the same ratio whilst others are subject to a ratio of < 4.3.The definition of consolidated net debt differs slightly for the old and new credit lines. The ratios stood at 2.30 and 2.20respectively at 31 December 2009.• The ratios applicable to the US Private Placement Notes are as follows:Ratio Required Actual31 December 2009Consolidated net debt/consolidated EBITDA < 3.70 2.20Consolidated net debt/consolidated equity < 1.20 0.53Consolidated intangible assets/consolidated equity < 1.25 0.93(i) EBITDA (earnings before interest, taxes, depreciation and amortisation) = trading profit plus operating depreciation and amortisation.Monoprix, GPA and Exito are also subject to financial covenants. All covenants were complied with at 31 December 2009,except for a GPA credit line which had an equity to total assets ratio of 0.37 compared with a requirement of more than orequal to 0.40. The ratio has subsequently been revised down to 0.30 by the bank concerned. The balance of this credit linewas BRL 174 million (€23 million for Casino’s share) at 31 December 2009.The table below shows a maturity schedule for financial liabilities at 31 December 2009, including principal and interest butexcluding discounting.€ millions Maturity 2009Due withinoneyearDue inone totwo yearsDue intwo tothree yearsDue inthree tofive yearsDue beyondfive yearsTotalCarryingamountNon-derivative financial instruments recognisedin liabilitiesBonds and other borrowings excluding derivativeinstruments and finance leases1,430 1,199 1,596 2,726 845 7,796 6,618Put options granted to minority shareholders 77 3 – – – 80 80Finance lease liabilities 52 45 21 17 19 155 131Trade payables and other payables (excludingaccrued taxes and employee benefits liabilities)5,499 24 148 2 11 5,683 5,6837,059 1,270 1,765 2,745 876 13,715Derivative financial instrumentsInterest rate derivativesDerivative contracts - received 184 347 142 144 21 839Derivative contracts - paid (142) (375) (62) (52) – (632)Derivative contracts - settled net (49) (20) (17) – – (86)Currency derivativesDerivative contracts - received – – – – – –Derivative contracts - paid (46) (12) (3) – – (60)Derivative contracts - settled net – – – – – –Other derivative instrumentsDerivative contracts - received – – – – – –Derivative contracts - paid – – – – – –Derivative contracts - settled net – – – – – –(52) (60) 60 92 21 60 261Total at 31 December 2009 7,006 1,210 1,825 2,837 897 13,775

Registration document 2009 / Casino Group Consolidated financial statementsI 131€ millions Maturity 2008Due withinone one to two to three to five yearsDue in Due in Due in Due beyond adjustedTotalyear two years three years five yearsCarryingamountNon-derivative financial instruments recognisedin liabilitiesBonds and other borrowings excluding derivativeinstruments and finance leases1,962 1,058 1,156 3,127 1,002 8,307 6,035Put options granted to minority shareholders 442 96 3 110 – 651 625Finance lease liabilities 59 48 45 31 23 206 169Trade payables and other payables (excludingaccrued taxes and employee benefits liabilities)5,844 140 – – – 5,984 5,9848,308 1,341 1,204 3,268 1,025 15,147Derivative financial instrumentsInterest rate derivativesDerivative contracts - received 201 172 323 160 30 885Derivative contracts - paid (180) (160) (394) (108) (10) (852)Derivative contracts - settled net 2 1 – – – 3Currency derivativesDerivative contracts - received 21 25 61 12 – 119Derivative contracts - paid (18) (35) (58) (12) – (122)Derivative contracts - settled net 30 – – – – 30Other derivative instrumentsDerivative contracts - received 161 82 129 – – 372Derivative contracts - paid 163 86 112 – – 362Derivative contracts - settled net (3) (4) 17 – – 10379 166 190 52 20 808 220Total at 31 December 2008 8,687 1,507 1,395 3,320 1,045 15,955NOTE 30.4 • MARKET RISKCurrency riskThe Group is exposed to currency risks on purchases denominated in a currency other than its functional currency.Due to its geographical diversification, the Group is also exposed to translation risk, in other words its balance sheet andincome statement are sensitive to movements in exchange rates when consolidating the financial statements of its foreignsubsidiaries outside the euro zone.Currency risks on goods purchased in dollars are managed using forward purchases of dollars and currency swaps. Grouppolicy consists of hedging all budgeted purchases using derivative instruments with the same maturities as the underlyingtransactions.The Group’s net exposure based on notional amounts after hedging is mainly to the following currencies (excluding the functionalcurrencies of entities):€ millions USD JYP EUR Total2009exposureTrade receivables exposed (1) – – (1) (4)Other financial assets exposed (10) – (4) (14) (68)Trade payables exposed 78 – 2 80 46Financial liabilities exposed 464 16 – 480 359Gross exposure payable/(receivable) 530 16 (1) 545 332Trade receivables hedged – – – – –Other financial assets hedged – – – – –Trade payables hedged 2 – – 2 3Financial liabilities hedged 463 16 – 479 257Net exposure payable/(receivable) 65 – (1) 64 72Total2008exposure

132 INotes to the consolidatedfinancial statementsConsolidated financial statementsRegistration document 2009 / Casino GroupAt 31 December 2008, the net balance sheet exposure of €72 million broke down as follows by currency:• US dollar: €54 million;• Japanese yen: €17 million;• Polish zloty: €5 million;• Euro: €(4) million.Sensitivity of net exposure after hedging to exchange rate changesThe exchange rates used for the US dollar were €1 = $1.4406 at 31 December 2009 and €1 = $1.3917 at 31 December 2008.The exchange rates used for the Japanese yen were €1 = ¥133.28 at 31 December 2009 and €1 = ¥126.14 at 31 December 2008.A 10% appreciation or depreciation of the euro against those currencies at 31 December would have increased or decreasednet profit by the amounts shown in the table below. For the purposes of the analysis, all other variables, particularly interestrates, are assumed to be constant.€ millions 2009 2008US dollar 7 5Japanese yen – 2Other – –Total 6 7Interest rate riskThe Group’s objective is to reduce its cost of debt by limiting the impact of interest rate changes on its income statement.Group strategy therefore consists of dynamically managing debt by converting all borrowings to variable rate in order tobenefit from declines in interest rates, while also setting up hedges as a protection against rate increases.Various derivative instruments are used to manage interest rate risks. The main instruments are interest rate swaps, collars,caps, floors and options that may be used separately or in combined strategies. Not all of these instruments qualifyfor hedge accounting; however all interest rate instruments are used in connection with the above risk management policy.Group financial policy consists of managing finance costs by combining variable and fixed rate derivatives.Sensitivity analysis to a change in interest rates€ millions 2009 2008 adjustedBank loans 1,179 1,378Finance lease liabilities 43 82Bank overdrafts and spot loans 352 402Total variable rate borrowings (excluding accrued interest) (i) 1,573 1,862Cash equivalents 1,617 1,103Cash 1,099 845Total cash and cash equivalents 2,716 1,947Net position before hedging (1,143) (85)Interest rate swap (fixed rate lender) 5,064 4,248Interest rate swap (fixed rate borrower) (3,036) (2,200)Net position after hedging 885 1,963Net position to be rolled over within one year 885 1,963Effect of a 1-point change in interest rates 9 19Average remaining duration of hedges 0.95 0.93Effect of a 1-point change in interest rates on finance costs 8 182009 finance costs, net 343 371Effect of a 1-point change in interest rates,as a % of finance costs, net2.44% 4.92%(i) Adjustable rate financial assets and liabilities are considered as maturing on the interest reset date. The above total does not include liabilities notexposed to interest rate risk, corresponding mainly to minority shareholder put options and accrued interest.

Registration document 2009 / Casino Group Consolidated financial statementsI 133An immediate 1% rise in short-term interest rates applied to variable rate assets and liabilities would have an estimatedmaximum impact, after hedging, of plus or minus €8 million on consolidated pre-tax profit (plus or minus €18 million at31 December 2008).To protect its financial margin from interest rate volatility, Banque du Groupe Casino hedges its interest rate risk, as follows:• Borrowings used to finance fixed rate loans are either converted to fixed rate or hedged by fixed rate caps. The notionalamount of the hedges is adjusted to reflect the gradual reduction in the outstanding balance of the corresponding loans.• Borrowings used to finance adjustable rate loans are converted to fixed rate over a rolling period of at least three months,for an amount corresponding to forecast loans for the period.The Group’s other financial instruments are not interest-bearing and are therefore not exposed to any interest rate risk.NOTE 31 • OTHER LIABILITIES2009 2008Non-current Current Total Non-current Current TotalNon-current derivatives recognised as liabilities – 12 12 29 27 56Accrued taxes and employee benefits expense 161 1,277 1,438 22 1,210 1,232Other liabilities 25 547 572 28 536 564Amounts due to suppliers of fixed assets – 151 151 – 276 276Current account advances – 51 51 – 40 40Finance payables (credit business) – 583 583 – 593 593Deferred income – 166 166 – 85 85Total 186 2,786 2,972 78 2,767 2,845The maximum exposure to credit risk on the balance sheet date is the carrying amount.NOTE 32 • FAIR VALUE OF FINANCIAL LIABILITIESNOTE 32.1 • COMPARISON OF CARRYING AMOUNT AND FAIR VALUEThe fair values of liabilities recognised at fair value are determined as follows:• Bonds are measured at fair value based on observable market data, for the portion hedged by a fair value hedge.• Derivative financial instruments are valued (internally or externally) on the basis of the usual valuation techniques for thistype of instrument. Valuation models are based on observable market data (mainly the yield curve) and counterparty quality.These instruments are mainly classified in Level 2.• Put options granted to minority shareholders are measured in accordance with the contractual calculation terms and arediscounted where applicable. These put options are mainly classified as Level 3.

134 INotes to the consolidatedfinancial statementsConsolidated financial statementsRegistration document 2009 / Casino GroupThe following tables compare the carrying amount of financial liabilities with their fair value.€ millions 2009 2009 2009Financial liabilitiesCarryingamount(A)Nonfinancialliabilities(B)Totalfinancialliabilities(A) - (B)Liabilitiesat fair valuethroughprofit or lossLiabilitiesat amortisedcostFair valueof financialliabilitiesBonds (current and non-current portion) 5,187 – 5,187 – 5,187 5,416Other borrowings (current and non-current portion) 1,079 – 1,079 – 1,079 1,089Finance lease liabilities (current and non-current portion) 131 – 131 – 131 131Derivative instruments (fair value hedges)recognised in liabilities249 – 249 249 – 249Put options granted to minority shareholders (i) 80 – 80 80 – 80Trade payables 4,327 – 4,327 – 4,327 4,327Other liabilities 2,972 1,466 1,506 12 1,494 1,506Bank overdrafts 352 – 352 352 – 352(i) See note 29.1.2.During the period, no financial liabilities were transferred out of or into Level 3. Movements in Level 3 financial liabilities aredisclosed in note 29.1.2.€ millions 2008 adjusted 2008adjustedFinancial liabilitiesCarryingamount(A)Nonfinancialliabilities(B)Totalfinancialliabilities(A) - (B)Carrying amount per IAS 39 2008adjustedLiabilitiesat fair valuethroughprofit or lossLiabilitiesat amortisedcostFair valueof financialliabilitiesBonds (current and non-current portion) 4,327 – 4,327 – 4,327 3,975Other borrowings (current and non-current portion) 1,303 – 1,303 2 1,301 1,319Finance lease liabilities (current and non-current portion) 169 – 169 – 169 169Derivative instruments (fair value hedges)recognised in liabilities164 – 164 164 – 164Put options granted to minority shareholders (i) 625 – 625 625 – 625Trade payables 4,511 – 4,511 4,511 4,511Other liabilities 2,845 1,316 1,528 56 1,472 1,528Bank overdrafts 404 – 404 404 – 404(i) See note 29.1.2.NOTE 32.2 • MATURITIES OF FINANCIAL LIABILITIESMATURITIES AT 31 DECEMBER 2009€ millions Carrying amount Within one year Due in oneto five yearsDue beyondfive yearsFinancial liabilitiesBonds 5,187 427 3,992 769Other borrowings 1,079 403 643 33Finance lease liabilities 131 43 76 12Derivative instruments (fair value hedges) recognised in liabilities 249 67 183 –Put options granted to minority shareholders (i) 80 77 3 –Trade payables 4,327 4,327 – –Other liabilities 2,972 2,786 174 11Bank overdrafts 352 352 – –(i) See note 29.1.2.

Registration document 2009 / Casino Group Consolidated financial statementsI 135MATURITIES AT 31 DECEMBER 2008 ADJUSTED€ millions Carrying amount Within one year Due in oneto five yearsDue beyondfive yearsFinancial liabilitiesBonds 4,327 618 3,662 47Other borrowings 1,303 398 886 19Finance lease liabilities 169 50 108 11Derivative instruments (fair value hedges) recognised in liabilities 164 30 134 –Put options granted to minority shareholders (i) 626 442 183 –Trade payables 4,511 4,511 – –Other liabilities 2,845 2,767 78 –Bank overdrafts 404 404 – –(i) See note 29.1.2.NOTE 33 • EXCHANGE RATESEXCHANGE RATES AGAINST THE EURO2009 2008Closing rate Average rate Closing rate Average rateUS dollar (USD) 1.4406 1.3933 1.3917 1.4706Polish zloty (PLN) 4.1045 4.3298 4.1535 3.5151Argentine peso (ARS) 5.4992 5.2020 4.8631 4.6420Uruguayan peso (UYP) 28.1878 31.3083 34.3869 30.5817Thai baht (THB) 47.9860 47.7751 48.2850 48.4560Colombian peso (COP) 2,944.9400 2,982.8900 3,162.8900 2,873.4283Brazilian real (BRL) 2.5113 2.7706 3.2436 2.6745Venezuelan bolivar (VEF) (see note 2) 3.0961 2.9924 3.0262 3.1570Vietnamese dong (VND) 26,644.8000 23,786.8985 24,644.0000 23,960.8182NOTE 34 • OFF-BALANCE SHEET COMMITMENTSThe completeness of this information is checked by the Finance, Legal and Tax departments, which also participate indrawing up contracts that are binding on the Group.NOTE 34.1 • COMMITMENTS ENTERED INTO IN THE ORDINARY COURSE OF BUSINESS€ millions 2009 2008Bonds and guarantees received from banks 25 31Security for receivables 99 106Undrawn confirmed lines of credit 2,113 2,143Total commitments received 2,237 2,280Bonds and guarantees given 226 238Security interests granted to third parties (i) 89 68Confirmed customer credit facilities (ii) 1,274 1,340Other commitments given 38 33Total commitments given 1,628 1,680Other reciprocal commitments 40 70Total reciprocal commitments 40 70(i) Security interests granted to third parties comprise pledges on various properties owned by GPA given to the Brazilian tax authorities.(ii) Confirmed credit facilities granted to customers of Banque du Groupe Casino, in the amount of €1,274 million, can be drawn down at any time. Thetotal corresponds to facilities recognised by the French Banking Commission for inclusion in the calculation of capital adequacy ratios, i.e. excludingaccounts that have been dormant for two years.

136 INotes to the consolidatedfinancial statementsConsolidated financial statementsRegistration document 2009 / Casino GroupFrench subsidiaries’ commitments in respect of the mandatory personal training entitlement (“DIF”) amounted to 5,432,740hours at 31 December 2009, versus 4,027,977 hours at 31 December 2008. The amount of entitlement used during the yeartotalled 49,858 hours.The Group has been notified of tax reassessments related to 1998, concerning utilisations of tax loss carryforwards contestedby the tax authorities and a provision for impairment in value of fixed assets, which the tax authorities consider asnon-deductible. The Group has contested these reassessments and is confident of a favourable outcome. Consequently, noprovision has been set aside for the additional tax claimed. In October 2008, the administrative court found in favour of thetax authorities on the second count. The Group contests this ruling and has appealed. The risk not provided for amounts to€11 million.NOTE 34.2 • OTHER COMMITMENTS€ millions 2009 2008Seller’s warranty given in connection with the disposal of: (i)Polish business 68 76Smart & Final shares 3 3Assets sold to the AEW Immocommercial property mutual fund 5 28Assets sold to the Immocio property mutual fund 5 5Assets sold to the SPF1 property mutual fund 8 –Other commitments given 22 15Total commitments given 111 127Written put options (ii) 1,551 1,540Monoprix 1,200 1,200Franprix-Leader Price 194 236Disco (Uruguay) 49 49Sendas Distribuidora (Brazil) 108 55Total reciprocal commitments 1,551 1,540Total other commitments 1,662 1,667(i) The Group has given the customary warranties in connection with its disposals, as follows:• In 2006, Casino gave the buyer of its interest in Leader Price Polska a seller’s warranty covering any risks pre-dating the sale that were not coveredby provisions in the balance sheet. The amount of the warranty was capped at €17 million and was valid for 18 months. The amount for tax-relatedrisks is capped at €50 million and is valid for a period corresponding to the statute of limitations.• Following a claim under this warranty, in September 2009 the arbitration board ordered the Group to pay and recognise as a liability the sum of€14 million. Casino has appealed against this ruling. The residual risk of €36 million is purely theoretical as Leader Price Polska has already beensubject to two tax audits during the warranty period. However, Casino has received a new claim for €6 million, which it believes to be unfounded.• Mayland (formerly Géant Polska) has given the buyer of the hypermarkets business a sellers’ warranty covering any risks pre-dating the sale thatare not covered by provisions in the completion balance sheet. The amount of the warranty is capped at €46 million and is valid for 24 months asof the sale date and for 8 years in the case of environmental claims. The amount of the warranty decreases gradually as of 2008 and was €37 millionat 31 December 2009. After deduction of a €5 million provision for risks, the net amount presented in the table above is €32 million.• Immobilière Groupe Casino has given the AEW Immocommercial property mutual fund a warranty covering any loss arising from non-compliancewith representations and warranties made. The warranty is capped at €23 million until 31 March 2009 and at €5 million until 31 May 2009. In2009, Immocommercial called on the warranty in an amount of €24 million, providing a list of damage and an assessment of the compensationclaimed. The Group is confident that this dispute will be resolved with no material impact on the consolidated financial statements.• Following the property disposals made in 2009, the Group is now the tenant under traditional fixed-rent commercial leases. The Group has issueda guarantee covering the risk of vacancy should it decide to vacate the premises after the first three-year lease break and fail to find a new tenanton similar financial terms and conditions. The guarantee is valid from the first day of the fourth year to the final day of the sixth year. The guaranteeis conditional and cannot be quantified.• When Vindémia sold its production activities in Reunion, it committed to specific purchase volumes for a period of five years. To date, these volumeshave been met.

Registration document 2009 / Casino Group Consolidated financial statementsI 137(ii) Under the terms of the option contracts, the exercise price of written put and call options may be determined using earnings multiples, based on thelatest published earnings for options exercisable at any time and earnings forecasts or projections for options exercisable as of a given future date.In many cases, the put option written by the Group is matched by a call option written by the other party. For these options, the value shown correspondsto that of the written put.In accordance with IAS 32, put options granted to minority shareholders of fully-consolidated subsidiaries are recognised as financial liabilities attheir discounted present value or their fair value (see note 1.5.20).Monoprix : on 22 December 2008, Casino and Galeries Lafayette signed an amendment to their March 2003 strategic agreement which suspendsthe exercise of their respective put and call options on Monoprix shares for three years.As a result, Casino’s call on 10% of Monoprix’s outstanding shares and Galeries Lafayette’s put on 50% of Monoprix’s capital will be exercisable onlyas of 1 January 2012. The other terms and conditions of exercise remain unchanged.The other terms of the March 2003 strategic agreement remain unchanged.The Group commissioned an external valuation at 31 December 2009. The external expert estimated the value of 100% of Monoprix shares atbetween €2,100 and €2,600 million. The contingent liability covering 50% of Monoprix shares has been disclosed at a value of €1,200 million.Franprix-Leader Price : put options have been granted on shares in a large number of companies that are not wholly-owned by the Group. The optionsare exercisable until 2043 at a price based on the operating profits of the companies concerned.Uruguay : Groupe Casino has granted a put option on 29.3% of Disco’s capital to the family shareholders. The option is exercisable until 21 June2021 at a price based on the Disco sub-group’s consolidated operating profit, with a floor of US$52 million plus interest at 5% per year.Brazil : GPA has granted the Sendas family a put option on their 42.57% holding in Sendas Distribuidora, giving them the right to exchange theirshares for GPA preferred non-voting shares. GPA may settle the put option either in shares or in cash as it deems appropriate. On 5 January 2007,the Sendas family advised the Group of its intention to exercise the put option. The exercise price of the put option is currently in dispute.Accordingly, the GPA preferred non-voting shares had not been transferred at 31 December 2009. The commitment is recognised under contingentliabilities.The Group has granted the Diniz family, with whom it exercises joint control over GPA in Brazil, two put options on shares in GPA’s head holding company,covering 0.4% and 7.6% of GPA’s share capital respectively. The first option is exercisable as of 2012 should Casino decide to invoke its right toelect the Chairman of the Board of Directors of the head holding company at that time. If the first put option is exercised, the second will becomeexercisable for a period of eight years as of June 2014. The Group has a call option on the shares covered by the first put option representing 0.4% ofGPA’s share capital, subject to certain conditions.Lastly, under its partnership with Corin, Mercialys has acquired 60% of the joint rights over certain real estate assets in Corsica for €90 million. If thejoint ownership agreement is not renewed by 15 June 2011, Corin and Mercialys will transfer their joint rights to a new company. Mercialys has undertakento acquire Corin’s joint rights (40%) or its shares in the newly-created company, on the following terms and conditions:• Mercialys irrevocably undertakes to acquire Corin’s joint rights (or its shares in the newly-created company), subject to its right to make a counterproposal,and Corin irrevocably undertakes to sell its rights to Mercialys.• If Corin exercises its option, Mercialys may, as from 31 January 2017, either assign its rights and obligations to a third party or execute its commitmentby offering Corin the right to acquire its joint rights. The method of valuing the assets is set out in the agreement. In this latter case, a 20%discount will be applied. Corin may also assign the benefit of the option to a third party.The options are contingent liabilities, the outcome of which is not foreseeable. If exercised, the value of the assets determined in accordance withthe agreement will be representative of the market value.NOTE 34.3 • LEASE COMMITMENTSNote 34.3.1 • Finance leases on property where the Group is lesseeThe Group has leases on owner-occupied property and investment property. Actual future minimum lease payments underthese leases and the present value of the future minimum payments are as follows:FINANCE LEASES ON PROPERTY WHERE THE GROUP IS LESSEE€ millions 2009Future minimum leasepaymentsPresent value of futureminimum lease paymentsDue within one year 12 10Due in one to five years 46 41Due beyond five years 19 7Total future minimum lease payments 77Interest cost (19)Total present value of future minimum lease payments 58 58

138 INotes to the consolidatedfinancial statementsConsolidated financial statementsRegistration document 2009 / Casino Group€ millions 2008Future minimum leasepaymentsDue within one year 14 10Due in one to five years 48 40Due beyond five years 24 14Total future minimum lease payments 86Interest cost (21)Total present value of future minimum lease payments 65 65Present value of futureminimum lease paymentsThe Group has finance leases and leases with purchase options on equipment. Actual future minimum lease payments underthese equipment leases and the present value of the future minimum payments are as follows:FINANCE LEASES ON EQUIPMENT WHERE THE GROUP IS LESSEE€ millions 2009Future minimum leasepaymentsDue within one year 41 37Due in one to five years 42 35Due beyond five years – –Total future minimum lease payments 83Interest cost (10)Total present value of future minimum lease payments 73 73Present value of futureminimum lease payments€ millions 2008Future minimum leasepaymentsDue within one year 47 45Due in one to five years 72 61Due beyond five years – –Total future minimum lease payments 119Interest cost (14)Total present value of future minimum lease payments 106 106Present value of futureminimum lease paymentsNote 34.3.2 • Operating leases on property where the Group is lesseeThe Group has operating leases on properties used in the business that do not meet the criteria for classification as financeleases. The present value of future minimum payments under non-cancellable operating leases breaks down as follows:OPERATING LEASES ON PROPERTY WHERE THE GROUP IS LESSEE€ millions 2009 2008Future minimum leasepaymentsDue within one year 338 389Due in one to five years 634 709Due beyond five years 455 504Future minimum leasepayments

Registration document 2009 / Casino Group Consolidated financial statementsI 139The Group has operating leases on certain items of equipment that it does not wish to ultimately own. The present value offuture minimum payments under operating leases on equipment breaks down as follows:OPERATING LEASES ON EQUIPMENT WHERE THE GROUP IS LESSEE€ millions 2009 2008Future minimum leasepaymentsDue within one year 26 26Due in one to five years 32 34Due beyond five years – –Future minimum leasepaymentsFuture minimum lease payments receivable under non-cancellable sub-leases amounted to €23 million at 31 December 2009.Note 34.3.3 • Operating leases where the Group is lessorThe Group is also a lessor through its property activity. Future minimum lease payments receivable under non-cancellableoperating leases break down as follows:€ millions 2009 2008Future minimum leasepaymentsFuture minimum leasepaymentsDue within one year 181 201Due in one to five years 159 247Due beyond five years 25 86Conditional rental revenue received by the Group included in the income statement in 2009 amounted to €1 million.NOTE 35 • CONTINGENT ASSETS AND LIABILITIESIn the normal course of its business, the Group is involved in a number of legal or arbitration proceedings with third parties orwith the tax authorities in certain countries. Provisions are taken to cover such proceedings when the Group has a legal, contractualor constructive obligation towards a third party at the year-end, it is probable that an outflow of resources embodyingeconomic benefits will be required to settle the obligation, and the amount of the obligation can be reliably estimated.Contingent liabilities in associates and joint ventures are presented in notes 17.2 and 18.2.Dispute with the Baud familyOn 2 July 2009, the Arbitration Tribunal delivered its ruling in the dispute between Casino and the Baud family. The tribunalfound that Casino had just cause to dismiss the Baud family members from the management bodies of Franprix and LeaderPrice, thus acknowledging its right to take over operational management of Franprix and Leader Price.The tribunal consequently confirmed that the value of the Baud family’s remaining interests in Franprix and Leader Price,respectively 5% and 25%, should be calculated on a multiple of 14 times the average 2006 and 2007 earnings of the two companies,which corresponds to the position taken by Casino in its previous financial statements.As provided for under the agreement and in accordance with the tribunal’s ruling, the final price of the Baud family’s interest inFranprix and Leader Price (mainly held by a Belgian company called Baudinter) resulting from the exercise of their put optionson 28 April 2008, was calculated on the basis of a 14 times earnings multiple by an independent expert appointed to resolvethe remaining issues of dispute between the parties. It amounted to €428.6 million and was paid by the Group on 12 November2009. Casino now owns 100% of the share capital of Franprix and Leader Price. The Baud family’s claims for interest on thepurchase consideration and for compensation in lieu of dividends will be examined at a later date by the Arbitration Board, inline with the ruling handed down on 2 July 2009.As a precaution, any 2006 through 2008 dividend rights attached to the Franprix and Leader Price shares that are contestedby Casino have been recognised in other current liabilities for an amount of €67 million.

140 INotes to the consolidatedfinancial statementsConsolidated financial statementsRegistration document 2009 / Casino GroupAs regards the dispute over the organisation and operation of Geimex, a company owned jointly and equally by Casino andthe Baud family which owns the international rights to the Leader Price brand (all markets other than mainland France andthe French overseas departments and territories), an acting director was appointed in May 2008 by the Paris commercialcourt. The 2006, 2007 and 2008 financial statements have since been approved by the acting director and were submitted toa general shareholders’ meeting in September and December 2009. They were not approved by the shareholders.Geimex is proportionately consolidated in the Group’s financial statements. Casino’s interest in this company amounts to€76 million, including €62 million in goodwill.Unicentro dispute (Colombia)In the second half of 2009, a dispute arose over the ownership of an asset in Colombia. An initial ruling ordered Casino’ssubsidiary Exito to return the asset to a third party. Exito’s appeal against the ruling was rejected and Exito has now appealedto the constitutional court. The Group believes it is within its rights and that the initial ruling should be overturned.NOTE 36 • RELATED PARTY TRANSACTIONSRelated parties are:• parent companies;• entities that exercise joint control or significant influence over the entity;• subsidiaries;• associates;• joint ventures;• members of the entity’s administrative, management and supervisory bodies.The Company has relations with all its subsidiaries in its day-to-day management of the Group. It also receives advicefrom its majority shareholder, Groupe Rallye, through Euris, the ultimate holding company, under a strategic advice andassistance contract signed in 2003.The related party transactions presented below mainly concern routine transactions with companies over which groupCasino exercises joint control or significant influence, which are respectively proportionately consolidated or accountedfor by the equity method. These transactions are carried out on arm’s length terms.Related party transactions with individuals (directors, corporate officers and members of their families) and with parentcompanies are not material.NOTE 36.1 • RELATED PARTY TRANSACTIONS€ millions 2009 2008Transactions Balances Transactions BalancesTransactions with joint venturesLoans – 4 – 4Receivables 9 81 54 72Payables 3 86 33 82Expense 44 – 47 –Income 51 – 52 –Transactions with associatesLoans 39 39 – –Receivables (1) – 1 1Payables – – (1) –Expense 22 – 25 –Income 1 – 1 –

Registration document 2009 / Casino Group Consolidated financial statementsI 141NOTE 36.2 • GROSS REMUNERATION AND BENEFITS OF THE MEMBERS OF THE EXECUTIVE COMMITTEEAND THE BOARD OF DIRECTORS€ millions 2009 2008Short-term benefits excluding payroll taxes (i) 7 9Payroll taxes on short-term benefits 2 3Termination benefits 1 1Share-based payments (ii) 2 1Total 12 14(i) Gross salaries, bonuses, discretionary and statutory profit-sharing, benefits in kind and directors’ fees.(ii) Expense recognised in the income statement in respect of stock option and share grant plans.The members of the Group Executive Committee are not entitled to any specific pension benefit.NOTE 37 • SUBSEQUENT EVENTSDevaluation of the bolivar and nationalisation of Venezuelan operationsIn January 2010, the Venezuelan government announced a devaluation of the bolivar and the nationalisation of the Group’soperations. These two events, which are described in the note entitled “Significant Events of the Period”, are events which areindicative of conditions that arose after the balance sheet date (non-adjusting event).Commercial paper issueIn early February 2010, the Group made two issues of commercial paper for an amount of, respectively, €110 million maturingon 4 March 2010 and €50 million maturing on 8 March 2010. The notes pay interest at, respectively, one-month Euriborplus + 3.5 basis points and one-month Euribor plus 5.5 basis points.Bond exchangeOn 26 January 2010, the Group launched an offer to exchange its 2012 and 2013 bonds for a new bond maturing February2017 and paying interest equivalent to midswap plus 135 basis points. A total of €888 million worth of the new bonds havebeen issued. Qualifying holders tendered around €1.5 billion in notes, reducing the bond redemptions due in 2012 and 2013by, respectively, €440 million and €354 million.NOTE 38 • STATUTORY AUDITORS’ FEESFees paid in respect of the audit of Groupe Casino’s financial statements amounted to €9 million in 2009.Fees for other direct audit-related work amounted to €0.4 million in 2009.

142 INotes to the consolidatedfinancial statementsConsolidated financial statementsRegistration document 2009 / Casino GroupNOTE 39 • MAIN CONSOLIDATED COMPANIESAt 31 December 2009, Groupe Casino comprised some 1,372 consolidated companies. The main companies are listed below.Company % interest ConsolidationmethodCasino, Guichard-Perrachon SAFRANCERetailingCasino Carburants SAS 100.00 FCCasino Services SAS 100.00 FCCasino Vacances SNC 100.00 FCCasino Information Technology SAS 100.00 FCClub Avantages SAS 98.00 FCComacas SNC 100.00 FCDistribution Casino France SAS 100.00 FCDistridyn SA 49.99 PCDunnhumby France SAS 50.00 PCEasydis SAS 100.00 FCEMC Distribution SAS 100.00 FCFloréal SA 100.00 FCGeimex SA 49.99 PC• Monoprix SA group 50.00 PCSociété Auxiliaire de Manutention Accélérée de Denrées Alimentaires (S.A.M.A.D.A.) (i) 100.00 FCMonoprix Exploitation (MPX) (i) 100.00 FCTransports et Affrètements Internationaux Combinés (T.A.I.C.) (i) 100.00 FCSociété L.R.M.D. (i) 100.00 FCNaturalia (i) 100.00 FCMonop' (i) 100.00 FCRégie Média Trade SAS 50.00 PCSerca SAS 100.00 FC• Franprix-Leader Price groupFranprix-Leader Price 100.00 FCBaud SA (ii) 100.00 FCCafige (ii) 60.00 FCCofilead (ii) 60.00 FCCogefisd (ii) 84.00 FCDBA (ii) and (iii) 64.39 EMDistribution Leader Price (ii) 100.00 FCFigeac (ii) 84.00 FCFranprix Distribution (ii) 100.00 FCFranprix Holding (ii) 100.00 FCH2A (ii) 60.00 FCHD Rivière (ii) 40.00 EMLeader Price Holding (ii) 100.00 FCParentFC: Full Consolidation – PC: Proportionate Consolidation – EM: Equity Method

Registration document 2009 / Casino Group Consolidated financial statementsI 143Company % interest Consolidationmethod• Franprix-Leader Price group (cont.)Leadis Holding (ii) 100.00 FCLecogest (ii) 100.00 FCMinimarché (ii) 95.00 FCPatrick Fabre Distribution (ii) 40.00 EMPro Distribution (ii) 49.00 EMR.L.P Investissement (ii) 100.00 FCRetail Leader Price (ii) 100.00 FCS.R.P. (ii) 100.00 FCSarjel (ii) 49.00 EMSarl Besançon Saint Claude (ii) 100.00 FCSédifrais (ii) 96.80 FCSI2M (ii) 40.00 EMSodigestion (ii) 60.00 FCSofigep (ii) 100.00 FCSurgénord (ii) 96.80 FC• Codim groupBalcadis 2 SNC 100.00 FCCodim 2 SA 100.00 FCCosta Verde SNC 100.00 FCFidis 2 SNC 100.00 FCHyper Rocade 2 SNC 100.00 FCLion de Toga 2 SNC 100.00 FCPacam 2 SNC 100.00 FCPoretta 2 SNC 100.00 FCPrical 2 SNC 99.00 FCProdis 2 SNC 100.00 FCSemafrac SNC 100.00 FCSNC des Cash Corses 100.00 FCSodico 2 SNC 100.00 FCSudis 2 SNC 100.00 FCUnigros 2 SNC 100.00 FCProperty• Property groupIGC Services SAS 100.00 FCL’Immobilière Groupe Casino SAS 100.00 FCDinetard SAS 100.00 FCSudéco SAS 100.00 FCUranie SAS 100.00 FCAEW Immocommercial 20.48 EMVivéris 26.74 EMShopping Property Fund 1 37.66 EMFC: Full Consolidation – PC: Proportionate Consolidation – EM: Equity Method

144 INotes to the consolidatedfinancial statementsConsolidated financial statementsRegistration document 2009 / Casino GroupCompany % interest Consolidationmethod• Mercialys group (listed company)Mercialys SA 51.38 FCMercialys gestion SAS (viii) 100.00 FCSCI Toulon Bon Rencontre (viii) 96.67 FCSCI Bourg en Bresse Kennedy (viii) 96.47 FCSCI Centre commercial Kerbernard (viii) 98.31 FCPoint Confort SA (viii) 100.00 FCCorin Asset Management SAS (viii) 40.00 PCMéry 2 SAS (viii) 100.00 FCLa Diane SCI (viii) 100.00 FC• Property developmentPlouescadis 99.84 FCSodérip SNC 99.84 FCIGC Promotion SAS 99.84 FCOnagan 99.84 FCAlcudia Promotion 99.84 FCSCI Caserne de Bonne 100.00 FCSCI Les Halles des Bords de Loire 100.00 FCOther businessesBanque du Groupe Casino SA 60.00 PCCasino Restauration SAS 100.00 FCRestauration collective Casino SAS 100.00 FCVilla Plancha 100.00 FCCdiscount SA 80.90 FCINTERNATIONALPolandMayland (ex-Géant Polska) 100.00 FC• Polish property developmentCentrum handlowe Pogoria (vii) 25.16 FCCentrum Handlowe Jantar (vii) 25.16 FCEspace Warszawa (vii) 25.16 FCNetherlandsGroupe Super de Boer (listed company) (ix) 57.08 FCThailandBig C group (listed company) 63.15 FCFC: Full Consolidation – PC: Proportionate Consolidation – EM: Equity Method

Registration document 2009 / Casino Group Consolidated financial statementsI 145Company % interest ConsolidationmethodArgentinaLeader Price Argentina SA 100.00 FCLibertad SA 100.00 FCUruguayDevoto 96.55 FCGrupo Disco Uruguay 62.49 PCBrazilWilkes (iv) 68.84 PC• GPA group (listed company) (ex- CBD) 33.67 PCBarcelona (v) 100.00 FCBanco Investcred (v) 50.00 EMGlobex Utilidades (v) 95.46 FCGPA Holland B.V. (v) 100.00 FCGPA Panamá Trading Corp. (v) 100.00 FCMiravalles (v) 50.00 EMNovasoc Comercial Ltda. (v) 100.00 FCPAFIDC (v) 100.00 FCPA Publicidade Ltda. (v) 100.00 FCSendas Distribuidora S/A (v) 57.43 FCSé Supermercados Ltda. (v) 100.00 FCXantocarpa Participações Ltda. (v) 100.00 FCColombia• Exito group (listed company) 54.80 FCCarulla Vivero SA (vi) 99.87 FCDistribuidora de Textiles y Confecciones SA DIDETEXCO (vi) 97.75 FCPatrimonio Autonomo San Pedro Plaza (vi) 51.00 FCVenezuelaBonuela 100.00 FCCativen 65.69 FCIndian OceanVindémia group 100.00 FCFC: Full Consolidation – PC: Proportionate Consolidation – EM: Equity Method

146 INotes to the consolidatedfinancial statementsConsolidated financial statementsRegistration document 2009 / Casino GroupCompany % interest ConsolidationmethodFrench and international holding companiesBergsaar BV 100.00 FCCasino International SAS 100.00 FCCasino Ré SA 100.00 FCCoboop BV 100.00 FCGéant Foncière BV 100.00 FCGéant Holding BV 100.00 FCGéant International BV 100.00 FCGelase SA 100.00 FCIntexa (listed company) 97.91 FCForézienne de participations 100.00 FCIRTS 100.00 FCLatic 100.00 FCMarushka Holding BV 100.00 FCPachidis SA 100.00 FCPolca Holding SA 100.00 FCSégisor SA 100.00 FCTevir SA 100.00 FCTheiadis SAS 96.50 FCSpice Espana 100.00 FCVegas Argentina 100.00 FC(i) The percentage interest corresponds to the percentages held by the Monoprix sub-group.(ii) The percentage interest corresponds to the percentages held by the Franprix-Leader Price sub-group.(iii) The Franprix-Leader Price sub-group holds 49% of DBA’s voting rights.(iv) The Group holds 50% of Wilkes’ voting rights.(v) The percentage interest corresponds to the percentages held by the GPA sub-group.(vi) The percentage interest corresponds to the percentages held by the Exito sub-group.(vii) In 2008, Casino entered into a partnership agreement with the Whitehall funds managed by Goldman Sachs, for developing shopping centresmainly in Poland. Several new companies were created for this purpose: DTC Finance BV, DTC Développement 1 BV, DTC Développement 2 BV, DTCDéveloppement 3 BV, Centrum Handlowe Pogoria, Centrum Handlowe Jantar and Espace Warszawa. They are 51%-owned by the Group and arefully consolidated as Casino owns the majority of the voting rights and receives the majority of the development margin.(viii) The percentage interest corresponds to the percentages held by the Mercialys sub-group.(ix) Super de Boer sold all its assets and liabilities in December 2009 (see note 10).FC: Full Consolidation – PC: Proportionate Consolidation – EM: Equity Method

Registration document 2009 / Casino Group Parent company financial statementsI 147Parent companyfinancialstatements148. Statutory Auditors’ Report on the annual financial statements149. Income statement150. Balance sheet152. Cash flow statement153. Notes to the parent company financial statements153. Significant accounting policies155. Notes to the income statement and balance sheet173. Five-year financial summary174. List of subsidiaries and associates176. Statutory Auditors’ Report on related party agreementsand commitments

148 II. OPINION ON THE FINANCIAL STATEMENTSParent company financial statementsRegistration document 2009 / Casino GroupStatutoryAuditors’ Reporton the annual financial statementsThis is a free translation into English of the statutory auditors’ report issued in the French language and is provided solely for theconvenience of English-speaking readers. This report includes information specifically required by French law in such reports,whether qualified or not. This information is presented below the opinion on the financial statements and includes (an) explanatoryparagraph(s) discussing the auditors’ assessment(s) of certain significant accounting and auditing matters. These assessments weremade for the purpose of issuing an audit opinion on the financial statements taken as a whole and not to provide separate assuranceon individual account captions or on information taken outside the financial statements.This report should be read in conjunction with, and is construed in accordance with French law and professional auditing standardsapplicable in France.In compliance with the assignment entrusted to us by your shareholders’ meeting, we hereby report to you, for the year ended December31, 2009, on:• the audit of the accompanying annual financial statements of Casino, Guichard-Perrachon;• the justification of our assessments;• the specific verifications and information required by French law.These annual financial statements have been approved by the Board of Directors. Our role is to express an opinion on these financialstatements based on our audit.We conducted our audit in accordance with the professional standardsapplicable in France. Those standards require that we planand perform the audit to obtain reasonable assurance whetherthe financial statements are free of material misstatement. Anaudit involves performing procedures, by audit sampling andother selective testing methods, to obtain audit evidence aboutthe amounts and disclosures in the financial statements. An auditalso includes assessing the accounting principles used, thesignificant estimates made by the management, and the overallfinancial statements presentation. We believe that the evidencewe have obtained is sufficient and appropriate to provide a basisfor our audit opinion.In our opinion, the financial statements present fairly, in all materialrespects, the financial position of the company at December31, 2009 and the results of its operations for the year then ended,in accordance with the accounting rules and principles applicablein France.II. JUSTIFICATION OF ASSESSMENTSIn accordance with the requirements of article L. 823-9 of theFrench commercial code (Code de Commerce) relating to thejustification of our assessments, we bring to your attention thefollowing matters:Note 1 “Accounting policies” of the financial statements describesthe accounting methods relating to the investments. This informationis completed by additional information in link with thisclosing, delivered in note 6 “Investments”.As part of our assessment of the accounting methods followedby your company, we examined the available documentation, assessedthe reasonableness of the estimates and verified that thefootnotes give adequate information on the assumptions usedtherein.These assessments were made as part of our audit of the financialstatements taken as a whole and, therefore, contributed to ouraudit opinion expressed in the first part of this report.III. SPECIFIC VERIFICATION AND INFORMATIONWe have also performed the specific verifications required byFrench law.We have no matters to report regarding the following:• the fair presentation and consistency with the financial statementsof the information given in the directors’ report and in thedocuments addressed to the shareholders with respect to thefinancial position and the financial statements;• the fair presentation of the information given in the directors’report in respect of remunerations and benefits granted to therelevant directors and any other commitments made in theirfavour in connection with, or subsequent to, their appointment,termination or change in current function.In accordance with French law, we have ensured that the requiredinformation concerning the purchase of investments and controllinginterests and the names of the principal shareholders andholders of voting rights has been properly disclosed in the directors’report.Lyon and Paris, March 10, 2010The Statutory AuditorsErnst & Young AuditCabinet Didier Kling & AssociésSylvain Lauria Daniel Mary-Dauphin Christophe Bonte Didier Kling

Registration document 2009 / Casino Group Parent company financial statementsI 149Incomestatementfor the years ended 31 December 2009 and 2008€ millions NOTES 2009 2008Operating income 1 163.9 150.3Operating expense 1 (112.4) (96.3)Operating profit 51.5 54.0Net financial income 2 261.3 95.8Recurring profit before tax 312.8 149.8Non-recurring income/(expense) 3 (26.3) (77.8)Income tax (expense)/benefit 4 116.9 83.8NET PROFIT FOR THE PERIOD 403.4 155.8

150 IASSETSParent company financial statementsRegistration document 2009 / Casino GroupBalance sheetfor the years ended 31 December 2009 and 2008€ millions NOTES 2009 2008FIXED ASSETSIntangible assets 17.0 17.0Amortisation and impairment (0.9) (0.6)5 16.1 16.4Property, plant and equipment 13.4 12.8Depreciation (3.9) (2.7)5 9.5 10.2Long-term investments (a) 9,390.6 9,629.5Impairment (18.0) (249.8)6 9,372.6 9,379.6Total fixed assets 9,398.2 9,406.1CURRENT ASSETSTrade and other receivables (b) 7 4,630.2 3,912.1Marketable securities 8 455.9 87.1Cash 8 723.0 732.4Total current assets 5,809.1 4,731.5Accruals and other assets (b) 9 2.8 12.3TOTAL ASSETS 15,210.1 14,149.9(a) o/w loans due within one year 5.3 5.2(b) o/w due beyond one year – –

Registration document 2009 / Casino Group Parent company financial statementsI 151EQUITY AND LIABILITIES€ millions NOTES 2009 2008Equity 10 7,124.0 7,304.1Quasi-equity 11 600.0 600.0Provisions 12 193.9 198.8Borrowings 13 6,473.8 5,475.2Trade payables 14.6 35.8Accrued taxes and employee benefits expense 23.7 22.9Other liabilities 14 780.1 513.1Total liabilities (a) 7,292.2 6,046.9TOTAL EQUITY AND LIABILITIES 15,210.1 14,149.9(a) o/w due within one year 1,889.2 1,538.8due in one to five years 4,649.0 3,654.1due beyond five years 754.0 854.0

Parent company financial statementsRegistration document 2009 / Casino Group152 ICash flowstatementfor the years ended 31 December 2009 and 2008€ millions 2009 2008OPERATING ACTIVITIESNet profit for the period 403.4 155.8Elimination of non-cash itemsDepreciation, amortisation and provisions (other than on current assets) (239.4) 44.4(Gains)/losses on disposal of fixed assets 247.9 10.8Stock dividends received (197.2) –Net cash provided by operations 214.7 211.0Change in working capital requirement – operating activities (465.4) (456.5)Net cash from operating activities (250.7) (245.5)INVESTING ACTIVITIESPurchases of fixed assets (431.3) (176.6)Proceeds from disposals of fixed assets 307.1 1.2Change in working capital requirement – investing activities (0.5) (41.3)Change in loans granted 10.5 18.2Net cash from investing activities (114.2) (198.5)FINANCING ACTIVITIESDividends paid to shareholders (284.3) (257.6)Proceeds from issuance of shares for cash (3.0) 8.3(Purchases)/sales of treasury shares and valuation adjustments – –Issue of deeply subordinated perpetual bonds – –Proceeds from new borrowings 2,040.9 1,362.4Repayments of borrowings (982.5) (1,286.0)Net cash from financing activities 771.1 (172.9)CHANGE IN CASH AND CASH EQUIVALENTS 406.2 (616.9)Cash and cash equivalents at beginning of year 717.7 1,334.6Cash and cash equivalents at year-end 1,123.9 717.7

Registration document 2009 / Casino Group Parent company financial statementsI 153Notes tothe financial statementsSIGNIFICANT ACCOUNTINGPOLICIESGeneralitiesThe financial statements have been prepared in accordancewith French generally accepted accounting principles (1999general chart of accounts, approved by decree of 22 June1999), applied consistently from one period to the next.Intangible assetsEffective from 29 January 2005, in accordance with standard2004-01 of 4 May 2004, the deficit arising from mergertransactions due to technical reasons is automatically recognisedin intangible assets.Intangible assets are stated at cost and primarily correspondto goodwill, software and technical deficits arisingfrom merger transactions.Where appropriate, goodwill is written down to its fair value,determined based on earnings outlooks for the entities concerned.Software is amortised over a period of three years.Property, plant and equipmentProperty and equipment are stated at cost.Depreciation is calculated using the straight-line or reducingbalance method, with residual values deemed to be zero.Acce lerated capital allowances, corresponding to the differencebetween depreciation expense calculated by the reducingbalance method for tax purposes and that calculated bythe straight-line method, are recorded under provisions.The main depreciation periods are as follows:Asset categoryDepreciationperiodBuildings40 yearsFixtures, fittings and refurbishments5 to 12 yearsEquipment5 to 10 yearsThe depreciable amount is the cost of property, plant andequipment with a nil residual value.Property, plant and equipment acquired through mergers orasset transfers are depreciated over the remaining depreciationperiod applied by the company that originally heldthe assets concerned.Long-term investmentsInvestments in subsidiaries and associates are stated atthe lower of cost and fair value. However, treasury sharesrecorded under long-term investments are not remeasuredto fair value when the Company intends to cancel them.Fair value is determined using a number of indicators, including(i) Casino, Guichard-Perrachon’s equity in the underlyingnet assets of the companies concerned at the balancesheet date; (ii) profitability criteria; (iii) earnings outlooks;(iv) the share price for listed companies; and (v) the usefulnessof the companies for the Group. Further information oninvestments in subsidiaries and associates is provided inNote 6 – Long-term investments.A similar method of determining fair value is also used whereappropriate for the Company’s other long-term investments.In accordance with opinion no. 2007-C issued by the CNC’sEmerging Accounting Issues Committee on 15 June 2007,Casino, Guichard-Perrachon has elected to capitalise transactioncosts on the acquisition of long-term investments anddefer them over a period of five years as of 1 January 2007.Marketable securitiesMarketable securities are stated at the lower of cost andprobable realisable value.In the case of treasury shares, probable realisable valuecorresponds to the average share price for the last monthof the year.Treasury shares held for allocation to employees on the exerciseof stock options are written down on a plan-by-plan basisif their carrying amount exceeds the option exercise price.Probable realisable value of other categories of marketablesecurities also corresponds to the average market price forthe last month of the year.

154 IReceivablesParent company financial statementsRegistration document 2009 / Casino GroupNotes to the parent companyfinancial statementsSIGNIFICANT ACCOUNTING POLICIESReceivables are stated at their nominal value. Provisions arebooked to cover any default risks.Exchange differences on translating foreign operationsAssets and liabilities denominated in foreign currencies aretranslated into euros at the rate prevailing on the balancesheet date and gains or losses arising on translation arerecorded in the balance sheet under “Unrealised exchangegains” or “Unrealised exchange losses”. A provision is recordedfor unrealised exchange losses.ProvisionsIn accordance with CRC standard 2000-06 relating to liabilities,the company records a provision to cover its obligationsto third parties where the settlement of the obligation isexpected to result in an outflow of resources embodyingeconomic benefits for the third party and where the amountconcerned can be estimated with sufficient reliability.The Company grants its employees retirement bonuses, determinedon the basis of length of service.In accordance with CNC recommendation 2003 R-01, theprojected benefit obligation representing the full amountof the employees’ accrued entitlements is recognised in thebalance sheet as a provision. The amount set aside is calculatedusing the projected unit credit method, taking intoaccount payroll taxes.Actuarial gains and losses on retirement benefit obligationsare recognised in profit by the corridor method. Thismethod consists of recognising a specified portion of thenet cumulative actuarial gains and losses that exceed thegreater of (i) 10% of the present value of the defined benefitobligation and (ii) 10% of the fair value of any plan assets.The portion of actuarial gains and losses recognised foreach defined benefit plan is the excess that fell outside the10% “corridor”at the previous reporting date, divided by theexpected average remaining working lives of the employeesparticipating in that plan.The Company has also set up stock option plans for executivesand employees. A provision is recorded when the carryingamount of the shares held for allocation on exercise ofthese options exceeds the option exercise price.The company applies standard CRC 2008-15 of 4 December2008 on the accounting treatment of employee liability stockoption and stock grant plans. This standard states that a liabilityis recognised when it is probable that the company willallot existing shares to plan beneficiaries. The is measuredon the basis of the probable outflow of economic benefits,being the probable cost of purchasing the shares if they arenot already held by the company or their “entry cost” on thedate of their allocation to the plan. If the stock options orstock grants are contingent upon the employee’s presencein the company for a specific vesting period, the liability isdeferred over that vesting period.No liability is recognised for plans settled in new shares.Application of this standard had no impact on the financialstatements as the Company had not decided at the year-endwhether to settle the plans in existing or new shares.Other provisions correspond to specifically identified liabilitiesand charges.Currency and interest rate instrumentsThe Company uses various financial instruments to reduceits exposure to currency and interest rate risks. The nominalamounts of forward contracts entered into by the Companyare included in off-balance sheet commitments. Gains andlosses arising on interest rate hedges are recognised in theincome statement on an accruals basis.Recurring profitRecurring profit includes all income and expense relating tothe Company’s ordinary activities.Non-recurring income/(expense)Non-recurring income and expense result from events ortran sactions that do not relate to Casino, Guichard-Perrachon’sordinary activities as a holding company in view oftheir nature, frequency or amounts.Income tax expenseCasino, Guichard-Perrachon is the head of a tax group thatincludes the majority of its subsidiaries (85 at 31 December2009). Each company in the tax group accounts for taxes asif it were taxed on a stand-alone basis.

Registration document 2009 / Casino Group Parent company financial statementsI 155NOTES TO THE INCOMESTATEMENT AND BALANCE SHEETNOTE 1 • OPERATING PROFITBREAKDOWN€ millions 2009 2008Revenue from services (excluding VAT) 151.2 136.5Other revenue 9.4 11.0Reversals of provisions 3.3 2.7Operating income 163.9 150.3Purchases and external charges (85.3) (73.9)Taxes other than on income (2.5) (1.8)Employee benefits expense (21.0) (18.4)Additions to depreciation, amortisation, impairment and provisions:non-current assets (1.4) (1.4)provisions for contingencies (1.4) (0.3)Other expenses (0.8) (0.6)Operating expense (112.4) (96.3)OPERATING PROFIT 51.5 54.0Expense transfers break down as follows:€ millions 2009 2008Purchases and external charges – 0.5Employee benefits expense 0.5 0.1Additions to depreciation, amortisation and provisions 0.1 0.1Expense transfers 0.6 0.7REVENUE FROM SERVICES (EXCLUDING VAT)€ millions 2009 2008Seconded employees 3.3 3.4Brand royalties 53.3 56.7Other 94.6 76.4Revenue from services (excluding VAT) 151.2 136.5As the parent and holding company for Groupe Casino, Casino, Guichard-Perrachon’s revenue mainly corresponds to royaltiesreceived from subsidiaries for the use of trademarks and brands owned by the company, as well as management feesbilled to subsidiaries.Casino, Guichard-Perrachon generates 98% of its revenue with companies based in France.

156 INotes to the parent companyfinancial statementsNOTES TO THE INCOME STATEMENT AND BALANCE SHEETParent company financial statementsRegistration document 2009 / Casino GroupAVERAGE NUMBER OF EMPLOYEESNumber of employees 2009 2008Managers 37 29Supervisors 2 1Other – –Total 39 30NOTE 2 • FINANCIAL INCOME AND EXPENSE€ millions 2009 2008Income from investments in subsidiaries and associates:Distribution Casino France – -Immobilière Groupe Casino 350.5 82.2Casino Restauration – -Finovadis 26.8 26.8Monoprix 70.2 66.1Vindémia 70.0 70.0Other 9.4 12.1Total 526.9 257.2Other investment income 1.0 3.4Other financial income 172.9 268.0Provision and impairment reversals 30.2 68.2Net income from disposals of marketable securities 6.0 7.6Financial income 737.0 604.4Interest expense:Bonds (275.9) (228.4)Additions to amortisation and provisions (29.7) (45.4)Other financial expense (162.4) (207.5)Net expense on disposals of marketable securities (7.7) (27.3)Total financial expense (475.7) (508.6)Net financial income/(expense) 261.3 95.8Other financial income and expense mainly comprises interest on current accounts with subsidiaries and gains and losses oninterest-rate hedges.Net income and expense from disposals of marketable securities mainly included a €1.9 million gain on the Company’s cashinvestments and a €3.6 million loss on sales of treasury shares.The main movements in provisions and impairment in 2009 were as follows:• provision for impairment of Finovadis shares (€25.5 million) and Géant Argentina shares (€2.2 million);• reversal of provision for impairment of Latic shares (€17.6 million);• reversal of provisions for liabilities recorded in relation to the redemption price of bonds indexed to the Casino share price(€7.7 million).The main movements in provisions in 2008 were as follows:• provision for impairment of Finovadis shares (€24.2 million) and Tout Pour La Maison shares (€5.1 million);• provision for liabilities in relation to the redemption price of bonds indexed to the Casino share price (€7.7 million);• reversal of provisions for impairment of Marushka shares (€61.3 million) and Latic shares (€6.0 million).

Registration document 2009 / Casino Group Parent company financial statementsI 157NOTE 3 • NET NON-RECURRING INCOME/(EXPENSE)€ millions 2009 2008Net gains/(losses) on disposals of intangible assets and property, plant and equipment – –Net gains/(losses) on disposals of investments in subsidiaries and associates (247.6) (10.8)(Gains)/losses on disposal of non-current assets (247.6) (10.8)Provision expense (26.1) (77.2)Provision reversals 262.8 11.5Other non-recurring expense (33.6) (3.9)Other non-recurring income 18.2 2.6Net non-recurring income/(expense) (26.3) (77.8)In 2009, net gains and losses on disposals of investments in subsidiaries and associates primarily included:• loss generated on the dividend distribution in Mercialys shares (€11.1 million);• loss on the disposal of Finovadis shares (€153.3 million), fully provided for in prior years;• loss on the contribution of Marushka shares to Tévir for €76.6 million, with a corresponding reversal of provisions forimpairment of €81.7 million;• loss on the disposal of Tout Pour La Maison shares to Distribution Casino France (€6.7 million), with a corresponding reversalof provisions for impairment of the same sum.Other non-recurring income and expense mainly include a net charge of €8 million under the liability warranty granted onthe disposal of Leader Price Polska, and net income of €6 million following the bond buyback and early unwinding of relatedhedging instruments.In 2008, net gains and losses on disposals of investments in subsidiaries and associates primarily included a €10.9 millionloss on the disposal of Agentrics shares, fully provided for in prior years.NOTE 4 • INCOME TAX BENEFIT€ millions 2009 2008Recurring profit 312.8 149.8Non-recurring income/(expense) (26.3) (77.8)Profit before tax 286.5 72.0Group relief 116.9 83.8Income tax benefit 116.9 83.8Net profit 403.4 155.8Casino Guichard-Perrachon is the head of the French tax group and would not have been taxable had it not elected for grouptax relief. Group relief recorded by the company corresponds to tax savings arising from netting off the profits and losses ofthe companies in the tax group. A provision is recorded when it is probable that recognised tax savings will have to be repaidto subsidiaries. Where such repayment is not probable the amounts concerned are disclosed as off-balance sheet commitments.At 31 December 2009 the provision amounted to €82.1 million. The provision expense for the year was €13.5 million.As head of the French tax group, the Company’s tax liability amounted to €23.0 million at 31 December 2009. This amount isincluded in “Other liabilities” (see Note 14) .The tax group had no tax loss carryforwards under the group relief agreement at 31 December 2009. At that date, timingdifferences between book income and expenses and income and expenses for tax purposes gave rise to an unrecogniseddeferred tax asset of €18.2 million.

158 INotes to the parent companyfinancial statementsNOTES TO THE INCOME STATEMENT AND BALANCE SHEETParent company financial statementsRegistration document 2009 / Casino GroupNOTE 5 • INTANGIBLE ASSETS AND PROPERTY, PLANT AND EQUIPMENTBREAKDOWN€ millions 2009 2008Goodwill 15.3 15.3Other intangible assets 1.7 1.6Impairment (0.9) (0.6)16.1 16.3Intangible assets 16.1 16.3Land and land improvements 0.6 0.6Depreciation – –0.6 0.6Buildings, fixtures and fittings 2.5 2.5Depreciation (0.9) (0.8)1.6 1.7Other property, plant and equipment 10.2 9.7Depreciation (2.9) (1.8)7.3 7.9Property, plant and equipment 9.5 10.2Total intangible assets and property, plant and equipment, net 25.6 26.6MOVEMENTS DURING THE PERIOD€ millions Cost Amortisationand depreciationNetAt 1 January 2008 21.0 (1.9) 19.1Increases 9.5 (1.4) 8.1Decreases (0.6) - (0.6)At 31 December 2008 29.9 (3.3) 26.6Increases 0.6 (1.4) (0.9)Decreases (0.1) – (0.1)At 31 December 2009 30.4 (4.8) 25.6

Registration document 2009 / Casino Group Parent company financial statementsI 159NOTE 6 • LONG-TERM INVESTMENTSBREAKDOWN€ millions 2009 2008Investments in subsidiaries and associates 9,360.9 9,585.9Impairment (1) (18.0) (249.8)9,342.9 9,336.1Loans 28.9 39.4Impairment - -28.9 39.4Other 0.8 4.1Impairment - -0.8 4.1Long-term investments 9,372.6 9,379.6(1) In accordance with the accounting policies described in the section “Summary of Significant Accounting Policies”, at 31 December 2009 theCompany measured the fair value of its investments in subsidiaries based either on market value, as assessed by an independent valuer whereappropriate, or on value in use determined by the discounted cash flows method.The future cash flows used to determine value in use were calculated based on the Group’s budget and business plan out to 2015, using the followingrates:Region Growth rate (i) Terminal value(x EBITDA) (ii) After-tax discount rate (iii)France (retailing) 0.60% to 2.60% 9.00 6.40%France (other businesses) (iv) 0.00% to 1.60% 8.00 6.40% to 9.25%Argentina 16.00% 9.50 20.10%Colombia 9.20% 9.50 9.80%Uruguay 7.50% 9.50 12.90%Venezuela 30.80% 9.50 33.40%Asia 2.50% 9.00 5.80%Indian Ocean 3.20% 9.00 6.40% to 13.10%(i) The growth rate for the cash flow projection period includes the expected increase in the consumer price index, which is very high in somecountries.(ii) Terminal value is calculated using an EBITDA multiple achieved in comparable transactions.(iii) The discount rate corresponds to the weighted average cost of capital (WACC) in each country. WACC is calculated by taking account of thesector’s indebted beta, the historical observed market risk premium and the Group’s cost of debt.(iv) For the e-commerce business, terminal value is based on a 2.9% perpetual rate of growth in annual sales.An independent valuation was carried out for GPA during December 2009 and January 2010, which did not lead to the recognitionof any impairment at 31 December 2009.The main assumptions underlying this independent valuation were: GPA’s value in use was estimated on the basis ofdiscounted future cash flows supported by a multi-criteria analysis based on share prices and comparable transactionmultiples. The discounted cash flows method was considered to be fundamental for GPA. It was based on three-year projectedcash flows approved by management and a further two years of estimated cash flows and a terminal value. The keyassumptions include discount rate (9.2%), perpetual growth rates for revenue, and the EBITDA multiple used to calculatedterminal value (10.4x). At 31 December 2009, a 1,000 basis-point increase in the discount rate or a 4.6-point decrease in theEBITDA multiple would have been required to reduce value in use to the carrying amount.A list of the Company’s subsidiaries and associates is provided at the end of this document.

160 INotes to the parent companyfinancial statementsNOTES TO THE INCOME STATEMENT AND BALANCE SHEETParent company financial statementsRegistration document 2009 / Casino GroupMOVEMENTS DURING THE PERIOD€ millions Cost Amortisationand depreciationNetAt 1 January 2008 9,491.7 (299.2) 9,192.5Increases 195.8 (29.4) 166.4Decreases (58.1) 78.8 20.7At 31 December 2008 9,629.4 (249.8) 9,379.6Increases 632.9 (27.8) 605.1Decreases (871.7) 259.6 (612.1)At 31 December 2009 9,390.6 (18.0) 9,372.6Increases in long-term investments in 2009 correspond mainly to:• acquisition of Tévir shares for €301.4 million in exchange for the contribution of Marushka BV shares;• acquisition of additional Mercialys shares for €308.3 million, including €197.2 million received in dividends from ImmobilièreGroupe Casino;• acquisition of additional Distribution Casino France shares for €10.1 million;• subscription to the GreenYellow Holding share issue for €6.9 million;• increase in the loan to Super de Boer for €5.0 million.Decreases in long-term investments in 2009 included:• sale of Finovadis shares for €159.0 million;• sale of Tout Pour la Maison shares for €6.7 million;• contribution of Marushka shares to Tévir (also a Casino Guichard-Perrachon subsidiary) for €377.9 million;• dividend distribution in Mercialys shares for €308.0 million;• repayment of the loan granted to Super de Boer for €15.0 million.NOTE 7 • TRADE AND OTHER RECEIVABLES€ millions 2009 2008Trade receivables 98.2 99.8Other operating receivables 2.2 2.0Other receivables 299.3 198.5Provisions for impairment of other receivables (0.5) (5.3)Current account advances 4,231.0 3,617.14,532.0 3,812.3Trade and other receivables 4,630.2 3,912.1At 31 December 2009, trade and other receivables included €326.2 million in accrued income, primarily corresponding to Casino,Guichard-Perrachon’s share of the 2009 profits of companies whose bylaws provide for profit to be distributed as of thebalance sheet date. These accrued profit shares totalled €159.8 million in 2009 (€84.7 million in 2008) and mainly concernedImmobilière Groupe Casino.All of the Company’s trade and other receivables are due within one year.

Registration document 2009 / Casino Group Parent company financial statementsI 161NOTE 8 • NET CASH AND CASH EQUIVALENTS€ millions 2009 2008Mutual fund units 451.5 87.1Treasury shares 4.4 –Provisions for impairment in value of treasury shares – –Marketable securities 455.9 87.1Cash 723.0 732.4Bank overdrafts (10.4) (1.1)Commercial paper issued (*) (43.7) (97.6)Short-term credit facilities (0.9) (3.1)Total short-term bank credit facilities (55.0) (101.8)Net cash and cash equivalents 1,123.9 717.7(*) 3-month rollover notes.The fair value of mutual fund units approximates their carrying amount.TREASURY SHARESMarketablesecuritiesLong-terminvestments2009Total2008TotalNumber of shares heldAt 1 January 0 75,314 75,314 237,960Shares purchased 4,948,851 17,999 4,966,850 3,981,557Shares sold (4,863,851) (93,313) (4,957,164) (4,144,203)At 31 December 85,000 0 85,000 75,314Value of shares held (in € millions)At 1 January 0.0 3.5 3.5 17.7Shares purchased 249.0 0.8 249.8 267.4Shares sold (244.6) (4.3) (248.9) (281.6)At 31 December 4.4 0.0 4.4 3.5Average purchase price per share (in €) 51.8 – 51.8 45.97% of share capital 0.08 0.07Underlying net assets (in € millions) 5.7 4.8In February 2005, Casino Guichard-Perrachon signed a liquidity contract with Rothschild & Cie Banque authorising Rothschild& Cie to trade in the Company’s shares on Euronext Paris in order to ensure a liquid market for the shares. TheCompany allocated 700,000 ordinary shares and the sum of €40.0 million to the liquidity account. At 31 December 2009, noCasino, Guichard-Perrachon shares were held under the contract.At the year-end, the company owned 85,000 ordinary shares with a par value of €1.53. Their aggregate quoted market valueat 31 December 2009 was €5.3 million. Based on the average quoted price for the month of December, no impairment provisionswere required at the year-end.At 31 December 2009, no stock options had been granted.

162 INotes to the parent companyfinancial statementsNOTES TO THE INCOME STATEMENT AND BALANCE SHEETParent company financial statementsRegistration document 2009 / Casino GroupNOTE 9 • ACCRUALS AND OTHER ASSETS€ millions 2009 2008Bond issue premium 0.5 8.8Prepaid expenses 0.7 1.9Unrealised exchange losses 1.6 1.6Total accruals and other assets 2.8 12.3Bond issue premiums are amortised on a straight-line basis over the life of the bonds.NOTE 10 • EQUITYCHANGES IN EQUITY, BEFORE AND AFTER APPROPRIATION OF NET PROFIT€ millions 2009 2008Share capital 168.9 171.9Additional paid-in capital 3,912.7 3,912.7Legal reserve:before appropriation of net profit 17.1 17.1after appropriation of net profit 17.1 17.1Available reserves 207.5 207.5Special long-term capital gains reserve:before appropriation of net profit 56.4 56.4after appropriation of net profit 56.4 56.4Retained earnings:before appropriation of net profit 2,355.6 2,781.0after appropriation of net profit 2,466.5 2,651.9Profit for the period:before appropriation of net profit 403.4 155.8after appropriation of net profit – –Untaxed provisions 2.4 1.7Total equitybefore appropriation of net profit 7,124.0 7,304.1after appropriation of net profit 6,831.5 7,019.2

Registration document 2009 / Casino Group Parent company financial statementsI 163CHANGES IN EQUITY€ millions 2009 2008At 1 January 7,304.1 7,396.4Profit for the period 403.4 155.8Dividend payout for the prior year (581.2) (257.6)Issuance of new shares – 1.7Increase in additional paid-in capital 0.5 52.5Other movements (2.8) (44.5)At 31 December 7,124.0 7,304.1The increase in share capital and additional paid-in capital stemmed from the issuance of 9,373 new shares on exercise ofstock options.Other movements comprise the deduction from additional paid-in capital of expenses incurred on the conversion of nonvotingpreferred shares into ordinary shares.MOVEMENTS IN SHARE CAPITAL AND THE NUMBER OF SHARES2009 2008At 1 January 112,358,660 112,116,672Shares issued to the employee share ownership plan – 800,000Stock grants 77,169 –Shares issued on exercise of stock options 9,373 278,222Cancellation of shares (14,589,469) (836,276)Conversion of preferred non-voting shares into ordinary shares (*) 12,505,254 –Shares issued to minority shareholders in connection with mergers – 42At 31 December 110,360,987 112,358,660(*) On 15 June 2009, Casino converted all its 14,589,469 preferred non-voting shares into 12,505,254 ordinary shares on the basis of six ordinaryshares for seven preferred non-voting shares, following approval at a special class meeting of holders of preferred non-voting shares and at theannual general meeting of shareholders on 19 May 2009. This conversion reduced the share capital by €3,188,848.95.The preferred non-voting stock was transferred to the delisted compartment of NYSE Euronext Paris, where fractional rights were tradable until15 December 2009.The aim of the transaction was to simplify the company’s capital structure and enhance its stock market profile by increasing the free float.At 31 December 2009, the share capital was divided into 110,360,987 ordinary shares with a par value of €1.53 each.POTENTIAL DILUTION2009 2008Number of shares at 31 December 110,360,987 112,358,660Share equivalents:exercise of stock options 1,405,644 2,071,590Total number of potential shares following exercise of share equivalents 111,766,631 114,430,250

164 INotes to the parent companyfinancial statementsNOTES TO THE INCOME STATEMENT AND BALANCE SHEETParent company financial statementsRegistration document 2009 / Casino GroupNOTE 11 • QUASI-EQUITYIn 2005, Casino, Guichard-Perrachon issued €600 million worth of deeply subordinated perpetual bonds (TSSDI).As these bonds are undated, they are classified as “Quasi-equity”. They are direct commitments with no collateral and aresubordinated to all other liabilities.Accrued interest on the bonds is included under “Miscellaneous borrowings”.NOTE 12 • PROVISIONSBREAKDOWN2009 2008Provisions for foreign exchange losses 1.6 1.6Provisions for potential reversal of income tax saving 82.1 68.7Provision for Exito equity swap (1) 16.5 26.7Provision for other liabilities (2) 78.6 89.5Provisions for charges 15.1 12.3Total provisions for liabilities and charges 193.9 198.8(1) On 19 December 2007, Casino announced an amendment to the shareholders’ agreement entered into with Exito on 7 October 2005.On the same date, the minority shareholders of Suramericana de Inversiones S.A. and other Colombian strategic partners entered into reciprocalput and call options with Citi on their interests in Exito (6.9% and 5.1% respectively). On 8 January 2008, Grupo Nacional de Chocolates SA soldits 2.0% interest in Exito to Citi. Consequently, these partners have renounced the put option granted to them under the historical shareholders’agreement with Casino, thereby releasing Casino from its commitment to purchase their stakes in Exito.After Grupo Nacional de Chocolates SA, Suramericana sold its 6.9% interest in Exito to Citi on 19 January 2010 for COP 21,804.The put options on the 5.1% owned by other Colombian strategic partners are exercisable for a period of three months from 16 December 2010,2011, 2012, 2013 and 2014. The call option is exercisable by Citi for a period of three months from 16 March 2015. The exercise price of theoptions is the higher of:• a fixed price of COP 19,477 per share, revalued for inflation at +1%;• a multiple of EBITDA less net financial debt;• a multiple of sales less net financial debt;• the average quoted share price over the preceding six months.In line with these transactions, on 8 January 2008 and 19 January 2010 Casino entered into a total return swap (TRS) with Citi on the 2.0% and6.9% interests in Exito acquired from Chocolates and Suramericana respectively, with net settlement due in cash. The TRS is valid for three yearsand three months. Casino also undertook to enter into further TRS contracts on the combined interests of the other partners (5.1% in total) subjectof the call and put options referred to above.At maturity of the TRS contract, Casino will receive the difference between the market price (sale price of Citi’s interest) and (i) a minimum sum ofCOP 19,477 per share for the interest sold by Chocolates and (ii) a minimum sum of COP 21,804 for the interest sold by Suramericana, if positive,and will pay the difference to Citi if negative.The TRS on the 5.1% interest held by the other Colombian strategic partners will have the same terms and conditions as the Chocolates andSuramericana TRSs and will be effective for a maximum period of three years and three months from the date of exercise of the relevant call orput options. Casino will receive or pay as applicable the difference between the sale price of the interest on the market and the TRS entry price(i.e. the sale price paid by Citi to the minority shareholders on the basis described above).Casino has no contractual commitment nor the option to purchase the shares from Citi at maturity of the TRS (net settlement in cash).The main risk for Casino is that the sale price received by Citi at maturity of the TRS could be lower than the price paid by Citi to the Colombianshareholders, and that Casino could be obliged to pay Citi the difference, if negative, between the entry price (minority shareholders’ put exerciseprice) and the exit price (market sale price received by Citi).The risk has been measured on the basis of several factors:• The exercise price by the shareholders holding the 5.1% interest in Exito, which itself depends on when they elect to exercise their put accordingto their assessment of market conditions and Exito’s future performance.• The term of each TRS, which is a maximum of three years and three months from the exercise date of the relevant put by the Colombian partners.• The market value of Exito shares on maturity of the TRSs.An independent bank has carried out several simulations to determine the best time for the minority shareholders to exercise their put options. Ithas also estimated the market value of Exito shares at maturity of the TRSs using a multi-criteria approach based on forecast operating performanceas set out in Exito’s business plan, investor expectations and Exito’s share price.Given the specific features of these TRSs and the estimated associated risk (the share price was COP 19,500 on 31 December 2009), the Group madea €10 million provision reversal at the year-end, reducing the provision to €17 million on 31 December 2009, which corresponds to the “central case”simulation. The “high case” (more optimistic) and “low case” (less optimistic) simulations give a risk of €2 million and €28 million respectively.(2) Provisions for other liabilities mainly comprise tax risks (Casino has received a demand for back taxes in respect of 2006, which has been contested)and the risk related to the negative net equity position of some Group subsidiaries.

Registration document 2009 / Casino Group Parent company financial statementsI 165MOVEMENTS DURING THE PERIOD€ millions 2009 2008At 1 January 198.8 117.3Additions 26.8 84.4Reversals (1) (31.7) (2.9)At 31 December 193.9 198.8o/w operating (1.8) (2.1)o/w financial (7.7) 7.8o/w non-recurring 4.6 75.8Total (4.9) 81.5(1) Including reversals of surplus provisions totalling €11.1 million in 2009 and €0.2 million in 2008.RETIREMENT OBLIGATIONSProvision for retirement obligations (€ millions)Provision at1 January2009Movementfor the periodProvision at31 December2009Unrecognisedactuarialgains andlossesObligationat 31December2009Projected benefit obligation 1.3 0.1 1.4 (0.7) 0.7Fair value of plan assets – – – – –Provision 1.3 0.1 1.4 (0.7) 0.7Provision movements (€ millions)InterestcostExpectedreturn on planassetsServicecostRecognisedactuarialgains andlossesCostfor the periodBenefits/contributionspaidMovementfor theperiodProjected benefit obligation – – 0.1 – 0.1 – 0.1Fair value of plan assets – – – – – – –Provision – – 0.1 – 0.1 – 0.1The main actuarial assumptions used in 2009 to calculate the benefit obligation were as follows:• discount rate: 4.9% (determined by reference to the Bloomberg 15-year AA corporate composite index);• rate of future salary increases: 2.5%;• retirement age: 64;• expected return on plan assets: 3.94%.;• mortality table: TGH05/TGF05;• payroll taxes: 38%.

166 INotes to the parent companyfinancial statementsNOTES TO THE INCOME STATEMENT AND BALANCE SHEETParent company financial statementsRegistration document 2009 / Casino GroupNOTE 13 • BORROWINGSBREAKDOWN€ millions 2009 2008Bonds 5,058.2 4,297.1Other borrowings 313.8 314.4Spot loans and confirmed credit facilities 0.9 3.1Bank overdrafts 54.1 98.7Sub-total 5,427.0 4,713.4Miscellaneous borrowings 1,046.8 761.8Total borrowings 6,473.8 5,475.2MATURITIES OF BORROWINGS€ millions 2009 2008Due within one year 1,093.9 992.6Due in one to five years 4,629.9 3,632.6Due beyond five years 750.0 850.0Total 6,473.8 5,475.2NET DEBT€ millions 2009 2008Total borrowings 6,473.8 5,475.2Marketable securities (455.9) (87.1)Cash (723.0) (732.4)Net debt 5,294.8 4,655.7Total borrowings include €193.2 million in accrued interest.

Registration document 2009 / Casino Group Parent company financial statementsI 167BREAKDOWN OF BORROWINGS€ millions Interest rate Effectiveinterest rateAmount(€m)Term Due Hedging (i)Bonds2010 bonds2003-2010Fixed rate5.25%5.36 400.5 7 years April 2010FRBFLOORSCAPSFRLUSD Private placementnotes2002-2011Fixed rate6.46%6.56 254.5 9 yearsNovember2011FRBFRL2011 bonds2004-2011Fixed rate4.75%4.81 400.0 7 years July 2011FRBFRL2012 bonds2002-2012Fixed rate6.00%6.13 700.0 10 yearsFebruary2012FRBFLOORSFRL2012 bonds2009-2012Fixed rate7.88%7.94 500.0 3 yearsAugust2012FRBFLOORSFRL2013 bonds2008-2013Fixed rate6.38%6.37 1,199 5 years April 2013FRBFRLFRACAPS2014 bonds2007-2014Fixed rate4.88%5.20 676.5 7 years April 2014FRBFRL2015 bonds2009-2015Fixed rate5.50%5.52 750.0 6 yearsJanuary2015FRBFRLTotal bonds 4,880.5Calyon structured loan Variable rate – 183.5 6 years June 2013FRBFRLSchuldschein loan Variable rate – 130.0 6 years May 2013 Not hedgedTotal bank borrowings 313.5OtherSpot loans and confirmed credit facilities 0.9Bank overdrafts 10.4Commercial paper 43.7Miscellaneous borrowings (ii) 1,031.6Accrued interest 193.2Total other borrowings 1,279.8Total borrowings 6,473.8(i) FRB (fixed rate borrower) – FRL (fixed rate lender) - FRA (forward rate agreement).(ii) Including Géant Holding BV loan for €125.0 million, Gelase loan for €586.4 million and Marushka BV loan for €315.5 million.

168 INotes to the parent companyfinancial statementsNOTES TO THE INCOME STATEMENT AND BALANCE SHEETParent company financial statementsRegistration document 2009 / Casino GroupThe Company also has the following confirmed lines of credit:CONFIRMED BANK LINES OF CREDIT€ millions Amountof the facilityDrawdownsDueConfirmed bank lines of credit Variable rate 203.4 6.6 2010Confirmed bank lines of credit (1) Variable rate 340.0 – 2012Syndicated lines of credit (1) Variable rate 1,200.0 – 2012Total 1,743.4 6,473.8None of the Company’s borrowings are secured by collateral.(1) At 31 December 2009, the Company’s main covenants were as follows:• The three confirmed credit lines obtained in 2009 are subject to a consolidated net debt to consolidated EBITDA(*) ratio of < 3.7. Some of the olderconfirmed credit lines are also subject to the same ratio whilst others are subject to a ratio of < 4.3.The definition of consolidated net debt differs slightly for the old and new credit lines. The ratios stood at 2.30 and 2.20 respectively at 31 December2009.• The ratios applicable to the US Private Placement Notes are as follows:Ratio Required Actual31 December 2008Consolidated net debt/consolidated EBITDA < 3.70 2.20Consolidated net debt/consolidated equity < 1.20 0.53Consolidated intangible assets/consolidated equity < 1.25 0.93(*) EBITDA (earnings before interest, taxes, depreciation and amortisation) = trading profit plus operating depreciation and amortisation.INTEREST RATE RISK€ millions Due withinone yearDue in oneto five yearsDue beyondfive yearsBonds 400.5 3,730.0 750.0Other borrowings 445.2 899.9 –Total borrowings 845.7 4,629.9 750.0Marketable securities 455.9Cash 723.0Total cash and cash equivalents France 1,178.9Net position before hedging (333.2)Off-balance sheet items 2,028.5Interest rate swap (fixed rate lender) 5,064.0Interest rate swap (fixed rate borrower) (3,035.5)Net position after hedging 1,695.3Net position to be rolled over within one year (1) 1,695.3Effect of a 1-point change in interest rates 16.9Average remaining duration of hedges 0.9464Effect of a 1-point change in interest rates on finance costs 16.02009 finance costs, net 266.1Effect of a 1-point change in interest rates, as a % of finance costs, net 6.03%(1) Adjustable rate borrowings are considered as maturing on the interest reset date. The above total does not include liabilities not exposed to interestrate risk, corresponding mainly to accrued interest.

Registration document 2009 / Casino Group Parent company financial statementsI 169NOTE 14 • OTHER LIABILITIES€ millions 2009 2008Other 654.3 444.6Miscellaneous payables 114.3 52.2Deferred income 11.5 16.3Other liabilities 780.1 513.1o/w due within one year 757.1 487.6o/w loans due beyond one year 23.0 25.5Other liabilities include €65.3 million in accrued expenses.NOTE 15 • TRANSACTIONS AND BALANCES WITH RELATED COMPANIES€ millions 2009 2008ASSETSInvestments in subsidiaries and associates 8,358.2 8,583.0Loans and advances to subsidiaries and associates – 10.5Trade receivables 95.1 95.9Other 4,189.0 3,478.5LIABILITIESBorrowings 1,084.4 1,411.3Trade payables 3.3 28.6Other 648.8 445.1INCOME STATEMENTFinancial income 53.7 167.9Financial expense 52.4 118.5Dividends 456.7 190.6Related companies correspond solely to Group companies that are fully consolidated.

170 INotes to the parent companyfinancial statementsNOTES TO THE INCOME STATEMENT AND BALANCE SHEETParent company financial statementsRegistration document 2009 / Casino GroupNOTE 16 • OFF-BALANCE SHEET COMMITMENTSCOMMITMENTS ENTERED INTO IN THE ORDINARY COURSE OF BUSINESS€ millions 2009 2008Bonds and guarantees received from banks – 0.1Undrawn confirmed lines of credit 1,736.8 1,843.4Total commitments received 1,736.8 1,843.5Bonds and guarantees given (1) 983.9 1,068.5Other commitments given 0.2 0.7Total commitments given 984.1 1,069.2Interest rate hedges – nominal amount (2) 8,449.5 8,074.2Interest rate swaps 7,666.0 7,549.2Floors 75.0 250.0Future Rate Agreement 483.5 175.0Caps 225.0 50.0Swaptions – 50.0Other reciprocal commitments 0.3 0.1Total reciprocal commitments 8,449.8 8,074.3(1) Including €353.1 million concerning related companies at 31 December 2009.(2) Financial instruments are used solely for hedging purposes. At 31 December 2009, the fair value of these instruments totalled €42.5 million,breaking down as follows:Type of instrument Number of contracts Fair value O/w accrued interestand premiums recognisedin the balance sheetInterest rate swaps 110 42.3 49.9Floors 3 0.2 0.3Future Rate Agreement 14 – –Caps 9 – –Swaptions – – –Total 136 42.5 50.2Aggregate accrued training rights under the “Droit Individuel à la Formation” (D.I.F.) system represented 2,061 hours at 31 December2009. At 31 December 2008, the total was 1,623 hours. The number of hours used during the year was not material.OTHER COMMITMENTS€ millions 2009 2008Seller’s warranty given in connection with the disposal of:Polish businesses 36.0 44.0Smart&Final shares 3.5 3.5Total commitments given 39.5 47.5Citi/Exito equity swap (2) – –Written put options (3) 1,261.2 1,260.5Monoprix (3.1) 1,200.0 1,200.0Uruguay (3.2) 61.2 60.3Other – 0.2Other reciprocal commitments – –Total reciprocal commitments 1,261.2 1,260.5

Registration document 2009 / Casino Group Parent company financial statementsI 171(1) The Group gave the customary warranties to the buyers of its Polish businesses in 2006. The warranty given to the buyer of Leader Price Polska coversundisclosed liabilities dating back prior to the sale for an amount of up to €17 million and a period of up to 18 months, or €50 million for tax liabilitiesfor a period corresponding to the statute of limitations for tax claims.Following a claim under this warranty, in September 2009 the arbitration board ordered the Group to pay and recognise as a liability the sum of €14million. Casino has appealed against this ruling. The residual risk of €36 million is purely theoretical as Leader Price Polska has already been subjectto two tax audits during the warranty period. However, Casino has received a new claim for €6 million, which is believes to be unfounded.(2) See note 12 on Provisions for details of the Exito total return swap.(3) Under the terms of the option contracts, the exercise price of written put and call options may be determined using earnings multiples, based onthe latest published earnings for options exercisable at any time and earnings forecasts or projections for options exercisable as of a given futuredate. In many cases, the put option written by the Group is matched by a call option written by the other party. For these options, the value showncorresponds to that of the written put.(3.1) Monoprix : on 22 December 2008, Casino and Galeries Lafayette signed an amendment to their March 2003 strategic agreement which suspendsthe exercise of their respective put and call options on Monoprix shares for three years.As a result, Casino’s call on 10% of Monoprix’s outstanding shares and Galeries Lafayette’s put on 50% of Monoprix’s capital will be exercisable onlyas of 1 January 2012. The other terms and conditions of exercise remain unchanged.The other terms of the March 2003 strategic agreement remain unchanged.The Group commissioned an independent valuation at 31 December 2009. The independent expert estimated the value of 100% of Monoprix sharesat between €2,100 and €2,600 million. The contingent liability covering 50% of Monoprix shares has been disclosed at a value of €1,200 million.(3.2) Disco Uruguay : Disco Uruguay: Groupe Casino has granted a put option on 29.3% of Disco’s capital to the family shareholders. The option isexercisable until 21 June 2021 at a price based on the Disco sub-group’s consolidated operating profit, with a floor of US$51.7 million plus interestat 5% per year.Groupe Casino has granted the Diniz family, with whom it exercises joint control over GPA in Brazil, two put options on sharesin GPA’s head holding company, corresponding to 0.4% and 7.6% of GPA’s share capital respectively. The first put option isexercisable as of 2012 if the Group exercises its right to elect the Chairman of the Board of Directors of the holding companyin that year. If the first put option is exercised, the second will be exercisable for a period of eight years as of June 2014. TheGroup has a call option on the shares covered by the first put option representing 0.4% of GPA’s share capital. This option isexercisable under certain conditions.At 31 December 2009, the Company also had a call option on 40% of Banque du Groupe Casino shares. The option is exercisableuntil June 2025 with 18 months’ notice.MATURITIES OF CONTRACTUAL COMMITMENTS – Payments due by period€ millions Due withinone yearDue in oneto five yearsDue beyondfive yearsTotalLong-term borrowings 1,093.9 4,629.9 750.0 6,473.8Non-cancellable written puts 61.2 1,200.0 - 1,261.2Total 1,155.1 5,829.9 750.0 7,735.0NOTE 17 • CURRENCY RISKMillionsUSDAssets 16.0Liabilities (265.4)Net position before hedging (249.4)Off-balance sheet positions 161.9Net position after hedging (87.5)

172 INotes to the parent companyfinancial statementsNOTES TO THE INCOME STATEMENT AND BALANCE SHEETParent company financial statementsRegistration document 2009 / Casino GroupNOTE 18 • EQUITY RISKCarrying amount of treasury shares 4.4Fair value 4.6Impairment –Impact of a 10% decrease in the share price (0.2)NOTE 19 • COMPENSATION AND BENEFITS PAID TO DIRECTORS AND OFFICERS€ millions 2009 2008Compensation paid 1.8 1.8Loans and advances – –NOTE 20 • CONSOLIDATIONCasino, Guichard-Perrachon is consolidated by Rallye SA.NOTE 21 • SUBSEQUENT EVENTSBond exchangeOn 26 January 2010, the Group launched an offer to exchange its 2012 and 2013 bonds for a new bond maturing February2017 and paying interest equivalent to midswap plus 135 basis points. A total of €888 million worth of the new bonds havebeen issued. Qualifying holders tendered around €1.5 billion in notes, reducing the bond redemptions due in 2012 and 2013by, respectively, €440 million and €354 million.Commercial paper issueIn early February 2010, the Group made two issues of commercial paper for an amount of, respectively, €110 million maturingon 4 March 2010 and €50 million maturing on 8 March 2010. The notes pay interest at, respectively, one-month Euribor plus +3.5 basis points and one-month Euribor plus 5.5 basis points.

Registration document 2009 / Casino Group Parent company financial statementsI 173Five-year financialsummary2009 2008 2007 2006 2005Capital at the year-endShare capital (€ millions) 168.9 171.9 171.5 171.2 171.2Number of outstanding shares with voting rights (1) 110,360,987 97,769,191 96,992,416 96,798,396 96,774,539Number of outstanding preferred non-voting shares – 14,589,469 15,124,256 15,124,256 15,128,556Number of A series share warrants – – – – –Number of B series share warrants – – – – –Number of C series share warrants – – – – 2,686,190Results of operations (€ millions)Revenue (excluding VAT) 151.2 136.5 129.5 115.7 104.8Profit before tax, employee profit-sharing,depreciation, amortisation and provisions48.9 114.0 444.4 4 118.7 7.9Income tax expense (116.9) (83.8) (56.5) (157.8) (90.4)Employee profit-sharing 0.1 0.1 0.1 0.1 0.1Net profit/(loss) for the period 403.4 155.8 541.1 250.0 705.5Dividends paid on voting shares 292.5 247.4 223.1 208.1 201.3Dividends paid on non-voting shares – 37.5 35.4 33.1 32.1Total dividend payout 292.5 284.9 258.5 241.2 233.4Per share data (€)Weighted average shares outstanding during the year 110,159,544 111,407,890 111,651,603 111,406,423 109,209,701Earnings per share after tax and employeeprofit-sharing but before amortisation, depreciation1.50 1.76 4.46 2.47 0.88and provisionsNet profit/(loss) for the period 3.66 1.39 4.83 2.23 6.30Dividend paid per voting share 2.65(3)2.53 2.30 2.15 2.08Dividend paid per non-voting share –(3)2.57 2.34 2.19 2.12Employee dataNumber of employees (full-time equivalent) 39 30 25 24 42Total payroll (2) (€ millions) 15.8 14.0 15.7 14.3 16.6Total benefits (€ millions) 5.6 4.3 4.7 4.2 4.9(1) The increase in the number of outstanding shares with voting rights in 2009 reflects the issuance of 9,373 ordinary shares on exercise of stockoptions, 77,169 ordinary shares in share grants and 12,505,254 ordinary shares in exchange for the 14,589,469 preferred non-voting shares.(2) Excluding discretionary profit-sharing.(3) Out dividends in kind.

Parent company financial statementsRegistration document 2009 / Casino Group(In € millions or millions of currency units where specified) SharecapitalEquity * %ownershipNumberof shares heldCarrying amountGrossNetLoansandadvancesgrantedby theCompanyGuaranteesgiven bytheCompany2009net sales2009net profit(loss)Dividendsreceivedby theCompanyin theprior yearList of subsidiariesand associatesINVESTMENTS SHARESA - Data on investments whose carrying amount exceeds 1% of the share capital1 • SUBSIDIARIES (50% or more)RETAILDISTRIBUTION CASINO FRANCE1, Esplanade de France - 42008 Saint-Étienne CedexIMMOBILIÈRE GROUPE CASINO1, Esplanade de France - 42008 Saint-Étienne CedexSÉGISOR1, Esplanade de France - 42008 Saint-Étienne CedexCIT1, Esplanade de France - 42008 Saint-Étienne CedexTÉVIR1, Esplanade de France - 42008 Saint-Étienne CedexEASYDIS1, Esplanade de France - 42008 Saint-Étienne CedexPACHIDIS1, Esplanade de France - 42008 Saint-Étienne CedexTHEIADIS1, Esplanade de France - 42008 Saint-Étienne CedexINTEXA1, Esplanade de France - 42008 Saint-Étienne CedexGREENYELLOW1, Esplanade de France - 42008 Saint-Étienne CedexCASINO SERVICE1, Esplanade de France - 42008 Saint-Étienne CedexBANQUE GROUPE CASINO58-60 avenue Kléber - 75116 PARISBOIDIS1, Esplanade de France - 42008 Saint-Étienne CedexCASINO ENTREPRISE1, Esplanade de France - 42008 Saint-Étienne CedexCOMACAS1, Esplanade de France - 42008 Saint-Étienne CedexVINDÉMIA5, impasse du Grand Prado - 97438 Sainte-Marie46 3,358 96.85 44,570,770 3,276 3,276 – – 9,896 (29) –100 1,232 100.00 100,089,304 1,130 1,130 – – 146 154 351937 671 100.00 937,121,094 937 937 – – – 11 –5 38 100.00 5,040,000 50 50 – – 118 (11) –379 637 100.00 378,915,860 637 637 – – – – –1 33 100.00 60,000 44 44 – – 563 (4) –84 84 100.00 84,419,248 84 84 – – – – –2 1 96.50 2,289,691 2 2 – – – (1) –2 2 97.91 990,845 7 7 – – – – –9 5 80.56 37,000 7 7 – – – (4) –– 17 100.00 100,000 19 19 – – 61 1 –23 74 60.00 140,816 36 36 9 555 – 12 –– – 99.68 2,492 4 4 – – – – –14 (100) 100.00 14,063,422 14 0 – – – (2) –– 2 100.00 99,999 3 3 – – 27 – –60 275.3 100.00 3,750,250 440 440 – – 25 57 70FOODSERVICECASINO RESTAURATION1, Esplanade de France - 42008 Saint-Étienne Cedex36 97 100.00 35,860,173 103 103 – – 257 (4) –INTERNATIONALSPICE INVESMENT MERCOSURCircusivalocion Durango 383/ Officina 301Montevideo - UruguayGELASERue Royale - 1000 BrusselsLATIC2711 CentervilleRoad - Wilmington DelawareÉtats-UnisGPAAvenida Brigadeiro Luiz Antonio, 3142 - São PauloBrésil8,306 UYP 7,737 UYP 100.00 6,512,038,560 293 293 – – – – –520 EUR 667 EUR 100.00 28,476,254 520 520 – – – – –– 107 USD 94.70 179,860 76 58 – – – – –5,374 REAL 6,559 REAL 2.20 5,600,052 52 52 – – 14,232 REAL 592 REAL 1

Registration document 2009 / Casino Group Parent company financial statementsI 175(In € millions or millions of currency units where specified)SharecapitalEquity * %ownershipNumberof shares heldCarrying amountGrossNetLoansandadvancesgrantedby theCompanyGuaranteesgiven bytheCompany2009net sales2009net profit(loss)Dividendsreceivedby theCompanyin theprior year2 • ASSOCIATES (10 to 50%)FRANCEMONOPRIX14-16, rue Marc Bloch - 92116 Clichy CedexGEIMEX15, rue du Louvre - 75001 ParisURANIE1, Esplanade de France - 42008 Saint-Étienne CedexINTERNATIONALGÉANT HOLDING BV1 Beemdstraadt - 5653 MA EindhovenMAGRORoute de Préjeux - 27 Sion - Suisse62 449 50.00 3,859,479 843 843 – – 233 188 70– 12 49.99 4,999 63 63 – – 249 (1) 10 (1) –44 94 26.81 11,711,600 31 31 – – 5 17 41 873 25.00 3,900 672 672 – – – – –7 CHF 13 CHF 10.00 3,150 2 2 – – – – –B - Aggregated data for all other subsidiaries or associates1 • SUBSIDIARIES (not included in a- above)Various companies (2) – – – – 14 12 – – – – –2 • INVESTMENTS (not included in a above)Other companies – – – – 2 2 – – – – –TOTAL INVESTMENTSIN SUBSIDIARIES AND ASSOCIATES– – – – 9,361 9,328 – – – – –Of which consolidated companiesFrench companiesForeign companies––––––––––––9,3537,7311,6229,3207,7171,603–––––––––––––––Of which non-consolidated companiesFrench companiesForeign companies––––––––––––88–88––––––––––––––––OTHER LONG-TERMINVESTMENTSMARKETABLE SECURITIES– – – – – – – – – – –Casino shares – – – – 4 4 – – – – –Mutual funds – – – – 451 451 – – – – –TOTAL – – – – 455 455 – – – – –Certain data was unavailable and is therefore not included in this table.(1) Data for 2008.(2) None of these companies have recorded significant losses.USD = US dollar – UYP = Uruguayan peso – EUR = Euro – BRL = Brazilian real – CHF = Swiss francInformation on investments in non-French subsidiaries is provided on a country-by-country basis in Note 6.As a result of the judgement applied when measuring the fair value of investments in foreign entities, provisions are not systematicallyrecorded to write down their carrying amount to the amount of the Company’s equity in the underlying net assets(see Note 6).

Parent company financial statementsRegistration document 2009 / Casino Group176 IStatutoryAuditors’ Reporton related party agreements and commitmentsArticle L. 225-40 of the French Commercial CodeThis is a free translation into English of a report issued in French language and is provided solely for the convenience of Englishspeakingreaders. This report should be read in conjunction with and construed in accordance with French law and professionalauditing standards applicable in France.In our capacity as Statutory Auditors of Casino, Guichard-Perrachon, we present hereby report on certain related partyagreements and commitments.AGREEMENTS AND COMMITMENTS AUTHORIZEDAND ENTERED INTO DURING THE YEARIn accordance with article L. 225-40 of the French commercialcode (Code de Commerce), we have been advised of certainrelated party agreements and commitments which receivedprior authorization from your Board of Directors.We are not required to ascertain the existence of any otheragreements and commitments but to inform you, on the basisof the information provided to us, of the terms and conditionsof those agreements [and commitments] indicated to us. Weare not required to comment as to whether they are beneficialor appropriate. It is your responsibility, in accordance withArticle R. 225-31 of the French commercial code (Code deCommerce), to evaluate the benefits resulting from theseagreements and commitments prior to their approval.We performed those procedures which we considered necessaryto comply with professional guidance issued by thenational auditing body (Compagnie Nationale des Commissairesaux Comptes) relating to this type of engagement.These procedures consisted in verifying that the informationprovided to us is consistent with the documentation fromwhich it has been extracted.Endorsement to the shareholder loan and cashmanagement agreement concluded with Mercialyson September 8, 2005Persons or legal entities involved: Ms. Catherine Soubieand Mr. Pierre FeraudDate authorized by the Board of Directors:March 4, 2009Date of the endorsement to the contract: April 15, 2009Term of the contract: in force as long as Casino, Guichard-Perrachon will control Mercialys.Nature, purpose and terms of the contract:Adjustment to the shareholder loan and cash managementagreement concluded with Mercialys on September 8, 2005.This adjustment allows Mercialys to use its current accountwith Casino, Guichard-Perrachon in order to finance its activityin a limit of a credit balance of Euro 50 million chargedEONIA + 50 bp.In 2009, Mercialy has not used this possibility.NEW PARTNERSHIP AUTHORIZED AND CONCLUDEDWITH CASINO GUICHARD-PERRACHON IN 2009AND APPROVED BY THE SHAREHOLDERS MEETINGON MAY 19, 2009The new agreement concluded with Mercialys was effectiveon March 19, 2009 and was approved by the shareholdersmeeting of May 19, 2009. This agreement replaces purelyand simply the former agreement of September 8, 2005which ceases to apply de jure.Under the term of this new agreement:• Mercialys has a purchase option to all transactions carriedout by the Casino Group, alone or in partnership with thirdparties, for real estate development or acquisition of commercialreal estate entering into the scope of Mercialys’operations (shopping malls and medium sized areas exceptfood stores);• Mercialys has the opportunity to purchase properties offplan,using, as discount rate, the partnership rate in progressin order to finalize the price as defined in the forwardsales. It can also receive assets by contributions, subject tousual terms;• The price of the option is determined on the basis of futureannual net rent payments related to the assets, divided by

Registration document 2009 / Casino Group Parent company financial statementsI 177a yield rate as defined according to the classification bellow.In order to take into consideration the market conditions,those yield rates will be revised by the parties on ahalf-year basis, and for the first time on July 1, 2009;• This exercise price is subject to adjustment in order to takeinto account the effective conditions of lettings. As for,the difference, positive as negative (upside / downside),between the effective rents resulting from the letting andthe planned rents, will be shared half and half betweenMercialys and the developer;• When exercising its option, Mercialys can request thedeveloper to proceed to the letting. In this case, benefitsgranted to tenants will go to the developer and the priceof assets will be adjusted on the basis of effective rentsas resulting from the letting. Mercialys can also postponethe purchase as long as the minimum 85% letting target isnot reached. If there is no agreement between the parties,vacant premises are evaluated based on an appraisal.Yield rates applicable for the 1st half-year 2009are the following:TYPE OF GOODSRegional center /Large shopping center(> 20,000 m²)Neighborhood center(from 5,000to 20,000 m²)Other goods(< 5,000 m²)Shopping centersMetropolitanFranceCorsica andFrenchoverseasDepartmentsandterritories(DOM TOM)Retail parksMetropolitanFranceCorsica andFrenchoverseasDepartmentsandterritories(DOM TOM)Towncenter6.3% 6.8% 6.8% 7.2% 6.0%6.7% 7.2% 7.2% 7.7% 6.4%7.2% 7.7% 7.7% 8.3% 6.8%Yield rates applicable for the 2nd half-year 2009are the following:TYPE OF GOODSRegional center /Large shopping center(> 20,000 m²)Neighborhood center(from 5,000to 20,000 m²)Other goods(< 5,000 m²)Shopping centersMetropolitanFranceCorsica andFrenchoverseasDepartmentsandterritories(DOM TOM)Retail parksMetropolitanFranceCorsica andFrenchoverseasDepartmentsandterritories(DOM TOM)Towncenter6.8% 7.4% 7.4% 7.8% 6.5%7.3% 7.8% 7.8% 8.3% 6.9%7.8% 8.3% 8.3% 9.0% 7.4%For financial year 2009, this agreement had no impact.AGREEMENTS AND COMMITMENTS AUTHORIZEDIN PRIOR YEARS AND WHICH REMAIN CURRENTDURING THE YEARHowever, in accordance with the French commercial code(Code de Commerce), we have been advised that the followingagreements and commitments which were approved in prioryears remained current during the year.1. Consulting agreement entered into between Eurisand Casino, Guichard-Perrachon on 5 September 2003Under this agreement, Euris provides Casino, Guichard-Perrachon with advice and assistance in relation to its overallbusiness and development strategy.Casino, Guichard-Perrachon paid €350k (excl. VAT) in relatedfees in 2009.

178 I2. Agreement concerning loans and current accountParent company financial statementsRegistration document 2009 / Casino GroupStatutoryAuditors’ ReportON RELATED PARTY AGREEMENTS AND COMMITMENTSadvances entered into on 8 November 2004 betweenCasino, Guichard-Perrachon and Monoprix amendedon 15 July 2008Casino, Guichard-Perrachon has agreed to make loans andcurrent account advances to Monoprix in tranches of €5 millionwith interest payable at Eonia until 15 July 2008 andEuribor plus 10 basis points thereafter.In 2009, Casino, Guichard-Perrachon received interest incomeof €166k on these loans and advances. At 31 December2009, the advance made to Monoprix had been repaid in full.3. Partnership agreement with Mercialys enteredinto on 8 September 2005Under the terms of this contract, Casino, Guichard-Perrachongives Mercialys priority access to all transactions carriedout by the Casino Group, alone or in partnership withthird parties, for real estate development or acquisition ofcommercial real estate entering into the scope of Mercialys’operations.This partnership, that has become null on March 19, 2009(see above), had no impact in 2009.4. Trademark licence agreement enteredinto with Mercialys on 24 May 2007Casino, Guichard-Perrachon has granted Mercialys, free ofconsideration, a non-exclusive right in France only to use the“Nacarat” tradename and trademark, and the “Beaulieu” tradename and trademark.5. Current account and cash management agreemententered into with Mercialys on 8 September 2005Current account advances received from Mercialys underthis agreement amounted to €67,034k at 1 January 2008and €8,489k at 31 December 2008. Interest expense for theyear, calculated at EONIA plus 10 basis points, amounted to€297k.6. Chairman and Chief Executive Officer’s membershipof the healthcare, death and disability insurance planEmployer’s contributions to the plan for 2009 amounted to€1.89k.The Chairman and Chief Executive Officer is also a memberof group compulsory pension plans, the contributions towhich are determined by national joint agreements.7. Framework agreement entered into betweenGaleries Lafayette and Casino, Guichard-Perrachonon 20 March 2003, amended on December 22, 2008Under the partnership agreement entered into on 20 March2003 replacing the initial agreement of 2 May 2000, GaleriesLafayette and Casino Guichard-Perrachon granted the putand call options:The call and put options are now exercisable from 1 January2012 to 20 March 2028. The call option exercise pricewill be determined on the basis of an appraisal value plus21%. From the date of exercice of the call option and for a12 month length, Galeries Lafayette will benefit a put optionon its remaining 40% part in Monoprix S.A. at the same pricedetermined by an appraiser plus a 21% premium..Mercialys has a right of first refusal over these trademarksand tradenames should Casino, Guichard-Perrachon intendto sell them.Lyon and Paris, 10 March 2010The Statutory AuditorsErnst & Young AuditCabinet Didier Kling & AssociésSylvain Lauria Daniel Mary-Dauphin Christophe Bonte Didier Kling

Registration document 2009 / Casino Group Corporate governanceI 179Corporategovernance180. Board of Directors and management200. Auditing of financial statements200. Statutory Auditors201. Statutory Auditors’ fees202. Chairman’s report202. Corporate governance – Board practices208. Internal control and risk management217. Statutory Auditors’ Report218. Appendix: Board of Directors’ Charter

180 ICOMPOSITION OF THE BOARD AND BOARD PRACTICESCorporate governanceRegistration document 2009 / Casino GroupBoard of Directorsand managementCORPORATE GOVERNANCEThe Company continues to diligently apply the principles of good governance, based on the recommendations set out in theAFEP-MEDEF corporate governance code.In 2009, shareholders elected two new independent directors to the Board, Jean-Dominique Comolli and Rose-Marie VanLerberghe.BOARD OF DIRECTORSAt 3 March 2010, the Board of Directors comprised the followingfifteen members:• Jean-Charles Naouri, Chairmanand Chief Executive Officer• Didier Carlier, representing Euris• Jean-Dominique Comolli• Abilio Dos Santos Diniz• Henri Giscard d’Estaing• Jean-Marie Grisard, representing Matignon-Diderot• Philippe Houzé• Marc Ladreit de Lacharrière• Didier Lévêque, representing Omnium de Commerceet de Participations• Gilles Pinoncély• Gérald de Roquemaurel• David de Rothschild• Frédéric Saint-Geours• Catherine Soubie, representing Finatis• Rose-Marie Van Lerberghe.Pierre Giacometti, non-voting director.Antoine Guichard, Honorary Chairman (not a director).Board Secretary: Jacques Dumas.As part of its annual duties, the Appointments and CompensationCommittee reviewed the composition of the Board ofDirectors and, more particularly, assessed the independenceof directors with regard to the recommendations set out inthe Afep-Medef corporate governance code.Directors are acknowledged for their competence, diversityof experience, complementary areas of expertise and commitmentto contributing to the Group’s future development.Five directors meet the independence criteria set out inthe Afep-Medef code: Rose-Marie Van Lerberghe, Jean-Dominique Comolli, Henri Giscard d’Estaing, Gérald deRoquemaurel and Frédéric Saint-Geours.Another five directors are qualified outside people or representativesof the company’s shareholders: Abilio Dos SantosDiniz, Philippe Houzé, Marc Ladreit de Lacharrière, GillesPinoncély and David de Rothschild.The Company’s controlling shareholder is represented byfive Directors following the resignation of Foncière Euris andtherefore does not hold a majority of the Board’s votes.The rules and procedures governing the functioning of theBoard of Directors are defined by law, the Company’s articlesof association and the Board Charter. They are describedin detail in the Chairman’s Report, which follows, and theBoard Charter.Directors are elected for a term of three years.Each director must hold at least 100 registered shares.

Registration document 2009 / Casino Group Corporate governanceI 181Non-voting directorThe articles of association permit the appointment of one or more non-voting directors, who are either elected at an ordinarygeneral meeting of the shareholders or, between two meetings, appointed by the Board of Directors subject to ratification atthe next shareholders’ meeting. The non-voting directors are elected for a term of three years. They attend Board meetingsin a consultative capacity only, to make observations and give opinions. The number of non-voting directors may not exceedfive. The age limit for holding office as non-voting Director is 80.Pierre Giacometti was appointed non-voting director at the Board meeting held on 3 March 2010. His appointment is subjectto ratification at the forthcoming annual general meeting.DIRECTORSHIPS AND OTHER POSITIONS HELD BY MEMBERS OF THE BOARD OF DIRECTORSJean-Charles NaouriChairman and Chief Executive OfficerDate of birth8 March 1949 – aged 61Current office within the Company• OfficeDirectorElected/appointed 4 September 2003Term expires 2012 AGM• OfficeChairman and Chief Executive OfficerElected/appointed 4 September 2003Term expires 2012 AGM• OfficeChairman and Chief Executive OfficerElected/appointed 21 March 2005Term expires 2012 AGMNumber of Casino shares held: 367BiographyA graduate of the École Normale Supérieure (Sciences), HarvardUniversity and the École Nationale d’Administration,Jean-Charles Naouri began his career as an Inspecteur desFinances at the French Treasury. He was appointed chief ofstaff for the Minister of Social Affairs and National Solidarityin 1982, then for the Minister of the Economy, Finance andBudget in 1984. He founded Euris in 1987.Directorships and positions held in 2009and as of 28 February 2010Within the Euris Group• Chairman of Euris (SAS).• Chairman and Chief Executive Officer of Rallye(listed company).• Chairman of the Board of Directors of Finatis(listed company).• Member of the Supervisory Board of CompanhiaBrasileira de Distribuição – CBD (listed company).• Director of Wilkes Participaçoes.• Deputy Chairman of Fondation Euris.• Director of Fimalac and Natixis (listed company).• Legal Manager of SCI Penthièvre Seineand SCI Penthièvre Neuilly.• Member of the Bank of France Consultative Committee.• Chairman of the “Promotion des Talents” Association.• Honorary Chairman and Director of the Institutde l’École Normale Supérieure.Directorships and positions held duringthe past five years (other than those listed above)• Chairman of the Board of Directors of Euris SA.• Member of the Supervisory Board of GroupeMarc de Lacharrière (SCA), Natixis (listed company)and Super de Boer (listed company).• Representative of Casino, Guichard-Perrachon,Chairman of Distribution Casino France.• Director of HSBC France.• Managing Partner of Rothschild & Compagnie Banque.• Non-voting director of Fimalac (listed company)and Caisse Nationale des Caisses d’Épargneet de Prévoyance (CNCE).

182 IJean-Dominique ComolliCorporate governanceRegistration document 2009 / Casino GroupBoard of Directors and managementBOARD OF DIRECTORSDirectorDate of birth25 April 1948 – aged 62Current office within the CompanyOfficeDirectorElected/appointed 19 May 2009Term expires2012 AGMNumber of Casino shares held: 400Abilio Dos Santos DinizDirectorDate of birth28 December 1936 – aged 73Current office within the CompanyOfficeDirectorElected/appointed 4 September 2003Term expires2012 AGMNumber of Casino shares held: 150BiographyJean-Dominique Comolli is a graduate of the École Nationaled’Administration and the Institut d’Études Politiques.He has held a number of senior positions in the French CivilService including Assistant Principal Private Secretary tothe Minister of the Economy, Finance and Budget, PrincipalPrivate Secretary to the Budget Minister and Director Generalof Customs and Duties at the Budget Ministry. In 1993, hewas appointed Chairman and Chief Executive Officer ofSeita and in 1999 Co-Chairman of Altadis. Since June 2005he has been Chairman of the Board of Directors of Altadisand Seita and, since July 2008, Deputy Chairman of theBoard of Directors of Imperial Tobacco.Jean-Dominique Comolli is also a director of Pernod-Ricard,Calyon and the state-owned Opéra Comique.Directorships and positions held in 2009and as of 28 February 2010• Chairman of the Board of Directors of Altadis SA (Spain)and Seita.• Chairman of the Supervisory Board of Altadis Morocco.• Director of Pernod-Ricard (listed company), Calyon Bankand the state-owned Opéra Comique.• Deputy Chairman and Director of Imperial Tobacco (UK).Directorships and positions held during the past five years(other than those listed above)• Co-Chairman of Altadis SA (Spain).• Director of Aldeasa (Spain) and Logista (Spain).BiographyA graduate in Business & Administration from the São PauloSchool of Administration – Getulio Vargas Foundation, AbilioDos Santos Diniz joined Companhia Brasileira de Distribuição– CBD in 1956, where he has spent his entire career. Themain shareholder in CBD since the 1990s, he was appointedChief Executive Officer and then Chairman of the Board ofDirectors. He has also been a member of the Superior Councilof the Economy of São Paulo State and the National MonetaryCouncil of Brazil.Directorships and positions held in 2009and as of 28 February 2010Within the GPA Group• Chairman of the Board of Directors of CompanhiaBrasileira de Distribuição – CBD (listed company).• Chairman of the Board of Directors of WilkesParticipações S/A (Wilkes).• Director of Sendas Distribuidora S/A (Sendas).• Director of Globex Utilidades S/A (Globex)(listed company).• Director of Company Paic Participações Ltda,Península Participações Ltda, Fazenda da Toca Ltda,Ciclade Participações Ltda, Onyx 2006 Participações Ltda,Rio Plate Empreendimentos e Participações Ltda,Zabaleta Participações Ltda and Wilkes Participações S/A.• Director Chairman of Recco Master Empreendimentose Participações S/A.Directorships and positions held duringthe past five years (other than those listed above)• Officer Director of Instituto Pão de Açùcarde Desenvolvimento Humano.

Registration document 2009 / Casino Group Corporate governanceI 183Pierre GiacomettiDirector until 3 March 2010, appointed non-voting directoron that dateDate of birth14 June 1962 – aged 47Current office within the CompanyOfficeDirectorElected/appointed 5 December 2008Term expires Board meeting of 3 March 2010Number of Casino shares held: 300BiographyA graduate of the Institut d’Études Politiques in Paris, PierreGiacometti began his career with BVA in 1985. He became headof political research in 1986 and was appointed executivedirector in 1990, responsible for the Opinion, Institutionals &Media division. In 1995, he joined the Ipsos group as ChiefExecutive Officer of Ipsos Opinion and international directorresponsible for developing global opinion research withinthe group. In 2000, he became co-Chief Executive Officer ofIpsos-France. From 1989 to 1999, Pierre Giacometti was asenior lecturer at the Institut d’Études Politiques de Paris. InFebruary 2008, he left Ipsos and set up his own strategy andcommunications consultancy, Giacometti Peron & Associés.Directorships and positions held in 2009and as of 28 February 2010• Chairman of Giacometti Péron & Associés.• Member of the Supervisory Board of the Fondationpour l’Innovation Politique.Directorships and positions held during the past five years(other than those listed above)• Member of the Economic Security Council for the Ministryof the Interior, Overseas Departments and Territoriesand Territorial Authorities.Henri Giscard d’EstaingDirectorDate of birth17 October 1956 – aged 53Current office within the CompanyOfficeDirectorElected/appointed 8 April 2004Term expires2012 AGMNumber of Casino shares held: 313BiographyHenri Giscard d’Estaing is a graduate of the Institut d’ÉtudesPolitiques de Paris and holds a Master’s degree in economics.He began his career in 1982 with Cofremca. In 1987, hejoined the Danone Group as head of business development,subsequently becoming Managing Director of UK subsidiaryHP Food Lea & Perrins, then Chief Executive Officer of Evian-Badoit and lastly Director of the Mineral Waters division. In1997, he joined Club Méditerranée as Deputy Chief ExecutiveOfficer responsible for finance, business development andinternational relations. In 2001, he was appointed Chief ExecutiveOfficer of Club Méditerranée and Chairman of JetTours. He became Chairman of the Management Board ofClub Méditerranée in December 2002 and Chairman andChief Executive Officer in March 2005.Directorships and positions held in 2009and as of 28 February 2010Within the Club Méditerranée Group• Chairman and Chief Executive Officer of Club Méditerranée.• Chairman of the Board of Directors of Club MedWorld Holding.• Chairman and founding Director of Fondation d’EntrepriseClub Méditerranée.• Director of Holiday Hotels AG (Switzerland)and Cathargo (Tunisia).Outside the Club Méditerranée Group• Member of the Supervisory Board of Randsdat(Netherlands).• Director of Aéroports De Paris (ADP).Directorships and positions held duringthe past five years (other than those listed above)• Chairman of the Management Board of Club Méditerranée.• Chairman of the Board of Directors of Jet Tours SA.• Chairman of Hôteltour, Club Med Marin and CM UK Ltd (UK).• Deputy Chairman of Nouvelle Société Victoria(Switzerland).• Permanent representative of Club Méditerranée SAas a director of Hôteltour.• Director of SECAG Caraïbes.

184 IPhilippe HouzéCorporate governanceRegistration document 2009 / Casino GroupBoard of Directors and managementBOARD OF DIRECTORSDirectorDate of birth27 November 1947 – aged 62Current office within the CompanyOfficeDirectorElected/appointed 4 September 2003Term expires2012 AGMNumber of Casino shares held: 300BiographyPhilippe Houzé began his career with Monoprix in 1969, becomingChief Executive Officer in 1982 and Chairman and ChiefExecutive Officer in 1994. Under his management, Monoprixhas become the benchmark town-centre convenience storechain through its innovative sales concepts. The strategicalliance he established with Casino in 2000 has contributed toMonoprix’s success.He is a member of the sustainable development association“Comité 21”, and author of “La vie s’invente en ville”. He has astrong personal commitment to sustainable development andis closely involved in urban regeneration projects with a strongfocus on environmental and social responsibility.Since 25 May 2005, Philippe Houzé has been Chairman of theManagement Board of Galeries Lafayette, the leading Frenchdepartment-store banner.He is an Officier de la Légion d’Honneur.Directorships and positions held in 2009and as of 28 February 2010• Chairman of the Management Board of Société anonymedes Galeries Lafayette.• Chairman and Chief Executive Officer of Monoprix SA.• Chairman of the Board of Directors of Aldeta(company listed on compartment B of Eurolist).• Chairman of the Board of Directors of Artcodif (SA).• Chairman of the Board of Directors of Fondationd’Entreprise Monoprix.• Chairman of Aux Galeries de la Croisette (SAS).• Chairman of Monop’ (SAS).• Chairman of Monop Store (SAS).• Chairman of Monoprix Exploitation (SAS), NaturaliaFrance (SAS) and Galeries Lafayette Haussmann (SAS).• Chief Executive Officer of Motier (SAS).• Member of the Supervisory Board of Bazar de l’Hôtelde Ville - B.H.V. (SAS).• Permanent representative of Monoprix SAon the Board of Directors of Fidecom.• Permanent representative of Galeries Lafayetteon the Boards of Laser and Laser Cofinoga.Outside the Galeries Lafayette group:• Director of HSBC France.• Deputy Chairman of Union du Grand Commercede Centre-Ville (UCV).• Member of the Board of Directors of the National RetailFederation (NRF-USA).Within the Paris Chamber of Commerce and Industry (CCIP)• Elected member of the Paris Chamber of Commerceand Industry.• Chairman of the Founding Board of Advancia-Négocia.• Vice-President of the Commerce and Trade Commission.• Member of the Internal Regulations Commission.• Member of the Communications Committee.• Member of the Education Commission.Directorships and positions held duringthe past five years (other than those listed above)• Chairman of the Supervisory Board of Sofidi SA.• Chairman and Chief Executive Officer of Artcodif.• Chief Executive Officer of Sogefin (SAS).• Chairman of Aux Galeries de la Croisette (SAS) andEuropa Quartz (SAS).• Director of Télémarket, Monoprix Exploitation,Royal Orly (SA) and Société d’Exploitation du Palaisdes Congrès de Paris (SEPCP).• Member of the Commercial Urban Planning Commissionwithin the Paris Chamber of Commerce and Industry.• Member of the Executive Committee of the MEDEF.• Member of the Management Committee of Motier.

Registration document 2009 / Casino Group Corporate governanceI 185Marc Ladreit de LacharrièreDirectorDate of birth6 November 1940 – aged 69Current office within the CompanyOfficeDirectorElected/appointed 4 September 2003Term expires2012 AGMNumber of Casino shares held: 600BiographyA graduate of the École Nationale d’Administration, MarcLadreit de Lacharrière began his career with Banque deSuez et de l’Union des Mines, which subsequently becameIndosuez after merging with Banque de l’Indochine. He lefthis position as the Head of Indosuez’s Investment BankingDepartment in 1976 to join L’Oréal as Chief Financial Officer,later becoming Vice Chairman and Deputy Chief OperatingOfficer. In March 1991, he left L’Oréal to found his own company,Fimalac.Directorships and positions held in 2009and as of 28 February 2010• Chairman and Chief Executive Officer of Fimalac.• Member of the Institut de France (Académie desBeaux-Arts).• Chairman of the Board of Directors of Fitch Group(United States), Fitch Ratings (United States)and Agence France Museums.• Chairman of the Management Board of GroupeMarc de Lacharrière.• Director of L’Oréal, Gilbert Coullier Productions (SAS)and Renault.• Member of the Bank of France Consultative Committee.• Honorary Chairman of Comité National des Conseillersdu Commerce Extérieur de la France.• Member of the Fondation Culture et Diversité, FondationBettencourt Schueller, Fondation d’Entreprise L’Oréal,Fondation des Sciences Politiques, Musée des ArtsDécoratifs and Conseil Artistique des Musées Nationaux.• Legal Manager of Fimalac Participations.Gilles PinoncélyDirectorDate of birth5 January 1940 – aged 70Descendant of the Geoffroy Guichard familyGreat Grandson of the FounderCurrent office within the CompanyOfficeDirectorElected/appointed 4 September 2003Term expires2012 AGMNumber of Casino shares held: 4,000 (full title)and 21,000 (beneficial interest).BiographyA graduate of the École Supérieure d’Agriculture de Purpan inToulouse, Gilles Pinoncély began his career with l’Épargne,which was taken over by the Casino Group in 1970. He wasappointed fondé de pouvoir in 1976, Managing Partner ofCasino in 1981, then Statutory Manager in 1990. He becamea member of the Supervisory Board in 1994 and a directorin 2003.Directorships and positions held in 2009and as of 28 February 2010• Director of Monoprix and Financière Celinor(Vie & Véranda).• Director of Centre Long Séjour Sainte Élisabeth.Directorships and positions held duringthe past five years (other than those listed above)• Director of Celinor and Vie & Véranda.Directorships and positions held duringthe past five years (other than those listed above)• Chairman of Fitch Group Holdings (USA).• Director of Algorithmics (Canada), Cassina (Italy)and state-owned Musée du Louvre.• Member of the Conseil Stratégique pour l’Attractivitéde la France.

186 IGérald de RoquemaurelCorporate governanceRegistration document 2009 / Casino GroupBoard of Directors and managementBOARD OF DIRECTORSDirectorDate of birth27 March 1946 – aged 64Current office within the CompanyOfficeDirectorElected/appointed 31 May 2006Term expires2012 AGMNumber of Casino shares held: 400BiographyGérald de Roquemaurel has a law degree, is a graduate ofthe Institut d’Études Politiques de Paris and an alumnus ofthe École Nationale d’Administration (1970 to 1972). A directdescendant of Louis Hachette (founder of Librairie Hachette),he joined Publications Filipacchi in 1972 and became adirector of Paris-Match in 1976. In 1981, he was appointedVice Chairman and Chief Executive Officer of Groupe PresseHachette (which became Hachette Filipacchi Presse in 1992).From 1983 to 1985, he was responsible for the Group’s internationalexpansion and in 1984 became director and ChiefExecutive Officer of Publications Filipacchi (later FilipacchiMedias), and then a member of the Executive and StrategicCommittee of Lagardère S.C.A, a director of Hachette SA andLegal Manager of NMPP.On 18 June 1997, he was appointed Chairman and ChiefExecutive Officer of Hachette Filipacchi Médias, then in 1998,Chief Operating Officer of the Lagardère Group in charge ofthe media division. In April 2001, he became Chairman ofF.I.P.P. (Fédération Internationale de la Presse Périodique)for two years. In June 2001, he was appointed Chairman ofthe Club de la Maison de la Chasse et de la Nature. In early2007, he became Managing Partner of HR Banque and wasappointed Senior Partner of Arjil in January 2009.Directorships and positions held in 2009and as of 28 February 2010• Member of the Supervisory Board of Baron Philippede Rothschild SA.• Chairman of the Board of Directors of SICAV Sagone.• Deputy Chairman of Association Presse Liberté.• Director of the Musée des Arts Décoratifs (association)and Nakama (Skyrock).• Senior Partner of Arjil.Directorships and positions held duringthe past five years (other than those listed above)• Chairman and Chief Executive Officer of HachetteFilipacchi Médias.• Chairman of Hachette Filipacchi Presse and Quillet.• Director of Hachette, Hachette Distribution Services,Hachette Livre, Nice Matin, La Provence, Éditions PhilippeAmaury, Le Monde and Fondation Jean-Luc Lagardère.• Member of the Supervisory Board of SociétéFinancière HR.• Permanent representative of Hachette.• Legal Manager of Compagnie pour la TélévisionFéminine SNC and Nouvelles Messageries de la PresseParisienne SARL.• Managing Partner of HR Banque.

Registration document 2009 / Casino Group Corporate governanceI 187David de RothschildDirectorDate of birth15 December 1942 – aged 67Current office within the CompanyOfficeDirectorElected/appointed 4 September 2003Term expires2012 AGMNumber of Casino shares held: 400BiographyA graduate of the Institut d’Études Politiques de Paris, Davidde Rothschild began his career with Le Nickel. From 1973 to1978, he was Chief Executive Officer of Compagnie du Nordand then Chairman of the Management Board of BanqueRothschild. He founded PO Banque in 1982 and becameStatutory Managing Partner of Rothschild & Cie Banqueand Chairman and Chief Executive Officer of Francarep (nowParis-Orléans).• Sole Director of GIE Five Arrows Messieurs de RothschildFrères (Paris) and Sagitas (Paris).• Director of La Compagnie Financière Martin-Maurel(SA - Marseille) and De Beers SA.Directorships and positions held duringthe past five years (other than those listed above)• Managing Partner of Financière Rabelais(SCA Paris).• Vice Chairman of the Supervisory Boardof Paris-Orléans.• Chairman of Rothschild Concordia AG (Switzerland),Rothschild Holding AG (Switzerland), Concordia BV(Netherlands) and Rothschild Investments NV(Netherlands).• Member of the Supervisory Board of ABN Amro(Netherlands).Directorships and positions held in 2009and as of 28 February 2010• Managing Partner of Rothschild & Cie Bank (SCS - Paris),Rothschild & Cie (SCS - Paris), Rothschild GestionPartenaires (SNC Paris), Rothschild Ferrières (SC Paris),SCI 2 Square Tour Maubourg (SC Paris) and SociétéCivile du Haras de Reux (SC Reux).• Chairman of Rothschild Concordia (SAS Paris),Rothschild North America (USA), Rothschilds ContinuationHolding AG (Switzerland), N.M. Rothschild & Sons Ltd (UK)and SCS Holding (SAS – Paris).• Financière de Reux (SAS – Paris) and Financièrede Tournon (SAS – Paris).• Vice Chairman of Rothschild Bank AG (Switzerland).• Managing Director of Rothschild Europe BV(Netherlands).• Member of the Management Board of Paris-Orléans(SA - Paris).• Member of the Supervisory Board of CompagnieFinancière Saint-Honoré (SA- Paris) and Euris SA.

188 IFrédéric Saint-GeoursCorporate governanceRegistration document 2009 / Casino GroupBoard of Directors and managementBOARD OF DIRECTORSDirectorDate of birth20 April 1950 – aged 60Current office within the CompanyOfficeDirectorElected/appointed 31 May 2006Term expires2012 AGMNumber of Casino shares held: 350Rose-Marie Van LerbergheDirectorDate of birth7 February 1947 – aged 63Current office within the CompanyOfficeDirectorElected/appointed 19 May 2009Term expires2012 AGMNumber of Casino shares held: 300BiographyFrédéric Saint-Geours has a degree in economics, is a laureateof the Institut d’Études Politiques de Paris and an alumnusof the École Nationale d’Administration. After a career withthe Ministry of Finance and in the offices of the Presidentof the National Assembly and the Secretary of State for theBudget (1975 to 1986), he joined the PSA Peugeot-Citroëngroup in 1986 as Deputy Chief Financial Officer and becameChief Financial Officer of the group in 1988. From 1990 to1997, he was Deputy Chief Executive Officer of AutomobilesPeugeot, where he was appointed Chief Executive Officer inearly 1998. He was a member of the Management Board ofPSA Peugeot-Citroën from July 1998 to December 2007. On 1January 2008, he was appointed Adviser to the Chairman ofthe Management Board of PSA Peugeot Citroën and memberof the Management Committee. He was elected Chairmanof the UIMM trade federation on 20 December 2007. On 17June 2009, he became a member of the Management Boardof Peugeot SA and Head of Finance and Strategy for the PSAPeugeot Citroen Group.Directorships and positions held in 2009and as of 28 February 2010• Member of the Management Board of Peugeot SA.• Chairman and Chief Executive Officer of BanquePSA Finance.• Chairman of the Supervisory Board of Peugeot FinanceInternational NV.• Vice Chairman of Dongfeng Peugeot Citroën AutomobilesCompany Ltd.• Vice Chairman and Managing Director of PSA International SA.• Director of Gefco.• Director of Peugeot Citroën Automobiles SA.• Director of PCMA Holding B.V.• Chairman of Union des Industries et Métiersde la Métallurgie.BiographyRose-Marie van Lerberghe is a graduate of the École Nationaled’Administration, the Institut d’Études Politiques in Parisand Insead Business School. She is an alumnus of the ÉcoleNormale Supérieure and has a degree in history and a higherdegree in philosophy. She started her career as inspectorat the General Inspection of Social Affairs and then becamedeputy director for labour defence and promotion at theemployment delegation of the Ministry of Labour. She thenjoined the Danone group for ten years, where she becamehead of human resources. Subsequently, she was delegategeneralfor employment and vocational training, and thenbecame Director of the network of Paris Hospitals. Since2006, she has been Chairman of the Management Board ofthe Korian group.Rose-Marie Van Lerberghe is also a director of Air Franceand the École des Hautes Études et Santé Publique.Directorships and positions held in 2009and as of 28 February 2010• Chairman of the Management Board of the Korian Group.• Director of Air France.• Director of the Ecole des Hautes Études et SantéPublique (EHESP).• Director of the Institut des Hautes Études et SantéPublique (IGESP).Directorships and positions held during the past five years(other than those listed above)• Member of the Board of Directors of the InstitutPasteur foundation.Directorships and positions held duringthe past five years (other than those listed above)• Member of the Supervisory Board of PeugeotDeutschland GmbH.• Director of Peugeot España SA.• Chief Executive Officer and Director of Automobiles Peugeot.• Permanent representative of Automobiles Peugeot on theBoard of Directors of Gefco and Bank PSA Finance.

Registration document 2009 / Casino Group Corporate governanceI 189Matignon DiderotDirectorSociété par actions simplifiée with share capital of €3,038,500Registered office: 83 rue du faubourg Saint-Honoré,75008 Paris, FranceRegistration number: 433 586 260 RCS ParisCurrent office within the CompanyOfficeDirectorElected/appointed 17 October 2007Term expires2012 AGMNumber of Casino shares held: 350Directorships and positions held in 2009and as of 28 February 2010• Director of Finatis (listed company).Directorships and positions held duringthe past five years (other than those listed above)• Director of Euris SA and Rallye (listed company).Permanent representativeJean-Marie GrisardDate of birth1 May 1943 – aged 66Outside the Euris Group• Legal manager of Frégatinvest SARL.• Member of the Steering Committee and deputy treasurerof the “Promotion des Talents” association.Directorships and positions held duringthe past five years (other than those listed above)Within the Euris Group• Chief Executive Officer of Euris SA and Finatis SA(listed company).• Chairman of Matimmob 1 SAS, Eurdev SAS, MatignonDiderot SAS and Matignon Rousseau SAS.• Director of Foncière Euris (listed company) andGreen Street Investments International Ltd.• Permanent representative of Euris SA on the Boardof Directors of Casino, Guichard-Perrachon SA(listed company).• Permanent representative of Groupe Euris SASon the Board of Directors of Euris SA.• Permanent representative of Foncière Eurison the Board of Directors of Marigny Belfort SA.BiographyA graduate of the École des Hautes Études Commerciales,Jean-Marie Grisard began his career with the mining groupPenarroya-Le Nickel-Imétal, holding various positions in Parisand London. He was appointed Chief Financial Officer ofFrancarep (now Paris-Orléans) in 1982 and joined Euris in1988 as Company Secretary, a position he held until 2008.Directorships and positions held in 2009and as of 28 February 2010Within the Euris Group• Director of Carpinienne de Participations (listed company),Finatis SA (listed company), Euris Limited, EurisNorth America Corporation (ENAC), Euris Real EstateCorporation (EREC), Euristates and Park StreetInvestments International Ltd.• Permanent representative of Finatis SA on the Boardof Directors of Rallye SA (listed company).• Director and Treasurer of Fondation Euris.

190 IFinatisCorporate governanceRegistration document 2009 / Casino GroupBoard of Directors and managementBOARD OF DIRECTORSDirectorSociété anonyme with share capital of €84,852,900Registered office: 83 rue du faubourg Saint-Honoré,75008 Paris, FranceRegistration number: 712 039 163 RCS ParisCurrent office within the CompanyOfficeDirectorElected/appointed 15 March 2005Term expires2012 AGMNumber of Casino shares held: 380Directorships and positions held in 2009and as of 28 February 2010• Director of Carpinienne de Participations(listed company), Foncière Euris (listed company)and Rallye (listed company).Directorships and positions held duringthe past five years (other than those listed above)• Director of Euris SA.Permanent representativeCatherine SoubieDate of birth20 October 1965 – aged 44BiographyA graduate of the École Supérieure de Commerce (Paris),Catherine Soubie began her career in 1989 with Lazard inLondon and then Paris, where she was appointed Head ofFinancial Affairs. She then joined Morgan Stanley in Paris,where she became Managing Director. In early 2005, shejoined Rallye as Deputy Chief Executive Officer.Directorships and positions held in 2009and as of 28 February 2010Within the Euris Group• Deputy Chief Executive Officer of Rallye SA(listed company).• Permanent representative of Euris on the Boardof Directors of Rallye SA (listed company).• Permanent representative of Casino, Guichard-Perrachonon the Board of Directors of Banque du Groupe Casino SA.• Permanent representative of Rallye SA on the Boardof Directors of Groupe Go Sport SA (listed company).• Director of Mercialys (listed company).• Director of Fondation Euris.Outside the Euris Group• Legal Manager of Bozart.• Director of Medica.Directorships and positions held duringthe past five years (other than those listed above)Within the Euris Group• Chairman of the Board of Directors of Groupe Go Sport SA(listed company).• Director of Banque du Groupe Casino SA.• Permanent representative of Miramont Financeet Distribution SA on the Board of Directorsof Groupe Go Sport SA (listed company).• Permanent representative of Matignon Sablonson the Board of Directors of Groupe Go Sport SA(listed company).Outside the Euris Group• Managing Director of Morgan Stanley.

Registration document 2009 / Casino Group Corporate governanceI 191EurisDirectorSociété par actions simplifiée with share capital of €169,806Registered office: 83 rue du faubourg Saint-Honoré,75008 Paris, FranceRegistration number: 348 847 062 RCS ParisCurrent office within the CompanyOfficeDirectorElected/appointed 4 September 2003Term expires2012 AGMNumber of Casino shares held: 365Directorships and positions held in 2009and as of 28 February 2010• Director of Finatis (listed company), Foncière Euris(listed company) and Rallye (listed company).Directorships and positions held duringthe past five years (other than those listed above)• Chairman of Matignon Diderot (SAS)and Matignon Rousseau (SAS).Permanent representativeDidier CarlierDate of birth5 January 1952 – aged 58BiographyDidier Carlier is a graduate of the Reims École Supérieurede Commerce and a qualified accountant. He began hiscareer in 1975 as an auditor with Arthur Andersen audit department,rising to the grade of Manager. He subsequentlybecame Corporate Secretary of Équipements MécaniquesSpécialisés and then Chief Financial Officer of the Hippopotamusrestaurant group. He joined the Rallye group in 1994as Chief Financial Officer and was appointed Deputy ChiefExecutive Officer in January 2002.Directorships and positions held in 2009and as of 28 February 2010Within the Euris Group• Deputy Chief Executive Officer of Rallye SA(listed company).• Chairman and Chief Executive Officer of MiramontFinance et Distribution SA and La Bruyère SA.• Chairman of Alpétrol SAS, Cobivia SAS, ColiséeFinance III SAS, Colisée Finance IV SAS, Genty Immobilieret Participations SAS, Kerrous SAS, L’Habitation Modernede Boulogne SAS, Les Magasins Jean SAS, Marigny PercierSAS, Matignon Sablons SAS and Omnium de Commerceet de Participations SAS, Parandas SAS.• Chairman and Chief Executive of MFD Inc. USA.• Deputy Director of Club Sport Diffusion SA and LimpartInvestments B.V.• Representative of Parande SAS as Chairman of PargestSAS, and Parinvest SAS.• Permanent representative of Foncière Euris as Directorof Rallye (listed company).• Permanent representative of Omnium de Commerceet de Participations SAS as Director of GroupeGo Sport SA (listed company).• Legal Manager of SCI de Kergorju, SCI des Sablesand SCI des Perrières.Outside the Euris Group• Legal Manager of SC Dicaro.Directorships and positions held duringthe past five years (other than those listed above)Within the Euris Group• Chairman and Chief Executive Officer of Ancar,Colisée Finance SA and Colisée Finance II SA.• Chairman of MFD Finances SAS, Parande DéveloppementSAS, Parcade SAS, Soparin SAS and Syjiga SAS.• Director of The Athlete’s Foot Group Inc. andClearfringe Ltd.• Legal Manager of SCI de Periaz and SCI Des Îles Cordées.• Representative of Parande SAS as Chairman of PargestHolding SAS, Matignon Neuilly SAS and Sybellia SAS.

192 IOmnium de CommerceCorporate governanceRegistration document 2009 / Casino GroupBoard of Directors and managementBOARD OF DIRECTORSet de Participations (OCP)DirectorSociété par actions simplifiée with share capital of €2,427,000Registered office: 83 rue du faubourg Saint-Honoré,75008 Paris, FranceRegistration number: 572 016 681 RCSCurrent office within the CompanyOfficeDirectorElected/appointed 4 September 2003Term expires2012 AGMNumber of Casino shares held: 5,622,468Directorships and positions held in 2009and as of 28 February 2010• Director of Groupe Go Sport SA (listed company).Directorships and positions held duringthe past five years (other than those listed above)• Director of Miramont Finance et Distribution.Permanent representativeDidier LévêqueDate of birth20 December 1961 – aged 48BiographyDidier Lévêque is a graduate of the École des Hautes ÉtudesCommerciales. From 1985 to 1989, he was research managerfor the Finance Department of Roussel-Uclaf. He joinedthe Euris Group in 1989 as deputy Corporate Secretary andis now Corporate Secretary.Directorships and positions held in 2009and as of 28 February 2010Within the Euris Group• Corporate Secretary of Euris SAS.• Chairman and Chief Executive Officer of EurisNorth America Corporation (ENAC), Euristates Inc.and Euris Real Estate Corporation (EREC).• Chairman of Parande Brooklyn Corp.• Chairman of Par-Bel 2 (SAS), Matignon Diderot (SAS)and Matimmob 1 (SAS).• Chief Executive Officer of Carpinienne de Participations SA(listed company) and Finatis (listed company).• Director of Carpinienne de Participations (listedcompany), Park Street Investments International Ltdand Euris Limited.• Permanent representative of Finatis as Directorof Foncière Euris (listed company).• Permanent representative of Matignon Diderot as Directorof Finatis (listed company).• Permanent representative of Matignon Corbeil Centreas Director of Rallye (listed company).Outside the Euris Group• Legal Manager of SARL EMC Avenir 2.Directorships and positions held duringthe past five years (other than those listed above)Within the Euris Group• Deputy Corporate Secretary of Euris SAS.• Chairman of Compagnie d’InvestissementsTrans-Européens - CITE (SAS), Parinvest (SAS),Dofinance (SAS), Euristech (SAS), Par-Bel 1 (SAS),Parantech Expansion (SAS), Montparnet (SAS)and Matignon-Tours (SAS).• Director of Green Street.• Permanent representative of Carpinienne de Participations(listed company) as Director of Marigny Belfort.• Permanent representative of Euris as Directorof Foncière Euris (listed company).• Permanent representative of HMB as Directorof Colisée Finance.• Representative of Euristech as Chairmanof Marigny-Artois (SAS).• Representative of Parinvest as Chairmanof Parfonds (SAS).Outside the Euris Group• Legal Manager of EMC Avenir.

Registration document 2009 / Casino Group Corporate governanceI 193Foncière EurisDirectorSociété anonyme with share capital of €149,648,910Registered office: 83 rue du faubourg Saint-Honoré,75008 Paris, FranceRegistration number: 702 023 508 RCS ParisCurrent office within the CompanyOfficeDirectorElected/appointed 4 September 2003Term expires2011 AGMNumber of Casino shares held: 365Directorships and positions held in 2009and as of 28 February 2010• Chairman of Matignon Abbeville SAS, Matignon Bail SAS,Matignon Corbeil Centre SAS, Marigny Belfort SAS,Marigny-Elysées SAS, Marigny Expansion SASand Marigny Foncière SAS.• Director of Rallye SA (listed company).• Legal Manager of SCI Sofaret and SCI Les Herbiers.• Co-Legal Manager of SNC Alta Marigny Carré de Soie.Directorships and positions held duringthe past five years (other than those listed above)• Chairman of Marigny Concorde.• Director of Apsys International, Marignan Consultantsand Marigny Belfort.• Legal Manager of SCI Pont de Grenelle.Permanent representativePierre FéraudDate of birth28 September 1940 – aged 69BiographyA graduate of the École des Hautes Études Commercialesand the Institut d’Études Politiques de Paris, Pierre Féraudhas held various positions in property development financingand property portfolio management, chiefly with UIC-SOFALand GMF. He joined the Euris Group in 1991 and becameChairman of Foncière Euris in 1992.Directorships and positions held in 2009and as of 28 February 2010Within the Euris Group• Chairman of the Board of Directors of Foncière Euris(listed company) and Carpinienne de Participations(listed company).• Chairman of Pargest Holding.• Director of Rallye SA (listed company) and Mercialys SA(listed company).• Permanent representative of Euris SAS on the Boardof Directors of Finatis SA (listed company).• Permanent representative of Centrum NS as LegalManager of Manufaktura Luxembourg sarl.• Co-Legal Manager of Alexa Holding GmbH, AlexanderplatzVoltairestrasse GmbH, Alexa Shopping Centre GmbH,Centrum NS Sarl, Einkaufzsentrum am Alex GmbH,Gutenbergstrasse BAB5 GmbH, HBF Königswall, Loop 5Shopping Centre, SCI Les Deux Lions, SCI Palaisdes Marchands and SCI Ruban Bleu Saint-Nazaire.Outside the Euris Group• Deputy Chairman of the Supervisory Boardof Les Nouveaux Constructeurs SA (listed company).Directorships and positions held duringthe past five years (other than those listed above)Within the Euris Group• Chairman of the Board of Directors of Marigny Belfort (SA).• Chairman of Mermoz Kléber.Chief Executive Officer of Foncière Euris• (listed company).• Director of Parande SAS.• Permanent representative of Matignon Diderot on theBoard of Directors of Euris (SA).• Representative of Foncière Euris as Chairman of MarignyBelfort SAS, Marigny Élysées SAS, Marigny Expansion SAS,Marigny Foncière SAS, Matignon Abbeville SAS, MatignonBail SAS, and Matignon Corbeil Centre SAS.• Representative of Foncière Euris as Chairman of MarignyParticipations, Marigny Valbréon, Marigny Tours,Les Moulins à Vent and Marigny Concorde.• Legal Manager of Centrum Development, Centrum Gdynia,Centrum Wroclaw and Centrum Poznan, SCI Le Parc AlfredDaney, SCI Caserne de Bonne, SCI Les Halles de Bordde Loire, SCI Le Parc Agen Boe, SCI Apsys Robert de Flers,SCI Le Parc Soyaux, SCI Parc de la Marne, SCI Les HallesNeyrpic, SCI l’Amphithéâtre, SCI Cité Villette, SCI Les Rivesde l’Orne and SCI Moulins Place d’Allier.

194 IDirectorships and positions held duringCorporate governanceRegistration document 2009 / Casino GroupBoard of Directors and managementBOARD OF DIRECTORSthe past five years (other than those listed above)Within the Euris Group• Representative of Foncière Euris as Legal Managerof SCI Hôtel d’Arc 1800 and SCI Pont de Grenelle.• Representative of Marigny-Foncière as Co-LegalManager of SNC Centre Commercial Porte de Châtillon,SCI Pont de Grenelle and SCI Palais des Marchands.• Permanent representative of Foncière Euris SAas Legal Manager of SCI Sofaret, SCI Les Herbiersand SNC Alta Marigny Carré de Soie.• Representative of Marigny-Elysées SAS as Co-LegalManager of SCCV des Jardins de Seine 1, SCCVdes Jardins de Seine 2 and SNC Centre Commercialdu Grand Argenteuil.• Representative of Marigny Valbréon as Co-LegalManager of Société d’Aménagement Valbréon SNC.• Representative of Matignon Abbeville SAS as Co-LegalManager of Centrum K Sarl, Centrum J Sarl, Centrum ZSarl et Centrum NS.Outside the Euris Group• Permanent representative of Foncière Euris auxon the Board of Directors of Marignan Consultants (SA)and Apsys International (SA).Antoine GuichardHonorary Chairman (not a director)Date of birth21 October 1926 – aged 83Descendant of the Geoffroy Guichard familyNumber of Casino shares held: 54,577BiographyA graduate of the École des Hautes Études Commerciales,Antoine Guichard began his career with Casino in 1950. Hewas appointed fondé de pouvoir en 1953, Managing Partnerin 1966, then Statutory Legal Manager in 1990. He wasChairman of the Management Board from 1994 to 1996,when he joined the Supervisory Board, becoming its Chairmanin 1998. He was a director from 2003 to 2005 and hasbeen Honorary Chairman of the Board of Directors since2003.Directorships and positions held in 2009and as of 28 February 2010• Honorary Chairman of Fondation Agir Contre l’Exclusion(FACE).• Director of Celduc.Directorships and positions held duringthe past five years (other than those listed above)None.To the best of the Company’s knowledge, during the last five years none of the members of the Board of Directors has receivedany convictions in relation to fraudulent offences or has acted in the capacity of manager of a company that has undergonebankruptcy or been placed in receivership or liquidation. In addition, no director has received an official public incriminationand/or sanction by any statutory or regulatory authority or has ever been disqualified by a court from acting as a member ofthe administrative, management or supervisory bodies of an issuer or from acting in the management or conduct of theaffairs of any issuer.There are no directors elected by the employees or directors representing the employee shareholders.There are no family ties between the directors.

Registration document 2009 / Casino Group Corporate governanceI 195SENIOR MANAGEMENTChairman and Chief Executive OfficerAt its meeting of 19 May 2009, acting on the recommendationof the Appointments and Compensation Committee,the Board of Directors renewed Jean-Charles Naouri’s termof office as Chairman and Chief Executive Officer for theremainder of his term as a director, expiring at the annualgeneral meeting to be held in 2012.As Chairman of the Board of Directors, Jean-Charles Naouriorganises and leads the work of the Board and reports thereonat Shareholders’ Meetings. He is also responsible for ensuringthat the Company’s corporate governance structuresfunction correctly.Restrictions on the Chief Executive Officer’s powersIn accordance with article L 225-56 of the French CommercialCode (Code de commerce), the Chief Executive Officerhas full powers to act in all circumstances in the name ofthe Company within the limits of its corporate purpose, andexcept for those powers vested by law in the Board of Directorsor in the shareholders in a General Meeting. The ChiefExecutive Officer represents the Company in its dealingswith third parties.However, at the time of his appointment, with a view to ensuringgood corporate governance, Jean-Charles Naouri requestedthat the restrictions on the Chief Executive Officer’spowers relating to certain management transactions shouldremain in place, based on the type of transaction concernedand/or the amounts involved. These restrictions are set outin the Chairman’s Report (see page 203).Jean-Charles Naouri is the Company’s only executive officer.Executive CommitteeThe Executive Committee, headed by the Chairman and ChiefExecutive Officer, is responsible for the day-to-day managementof the Group’s operations. It implements the strategicguidelines set out by the Board of Directors and the ChiefExecutive Officer. It helps to shape strategy, coordinatesand shares initiatives, tracks cross-functional projects, itensures the alignment of action plans deployed by the subsidiariesand operating divisions, and, in this capacity, setspriorities when necessary. It monitors the Group’s resultsand financial position and draws up the Group’s overallbusiness plans. The Committee meets fortnightly.The Executive Committee comprises the followingmembers:• Jean-Charles Naouri, Chairman and Chief ExecutiveOfficer.• Hervé Daudin, Merchandise and Supply Chain Director,Chairman of the Board of Directors of Cdiscount.• Yves Desjacques, Human Resources Director.• Jean-Michel Duhamel, Chairman of Asinco andFranprix-Leader Price.• Jacques Ehrmann, Real Estate and Expansion Director.• Antoine Giscard d’Estaing, Chief Financial Officer.• Thierry Levantal, Group Legal Counsel.• André Lucas, Managing Director, Hypermarketsand Casino Supermarkets.• Arnaud Strasser, Corporate Development and HoldingsDirector.EXECUTIVE OFFICERS’ COMPENSATIONAND DIRECTORS’ FEESThe principles and rules approved by the Board of Directorsfor determining the compensation and benefits allocated tocorporate officers are described in the Chairman’s report on(page 206).Chairman and Chief Executive Officer’scompensationIn his capacity as Chairman and Chief Executive Officer,Jean-Charles Naouri receives a fixed salary plus a performance-relatedbonus set annually on the recommendation ofthe Appointments and Compensation Committee, supportedwhere appropriate by market surveys conducted by outsideconsultants.His gross annual fixed salary, approved by the Board ofDirectors on 21 March 2005, is €700,000. His performancerelatedbonus can represent up to 100% of his fixed salary.It is contingent on the achievement of quantitative targetsconcerning sales, consolidated trading profit and net debtratios, consistent with those set for members of the ExecutiveCommittee.

Corporate governance196 IBoard of Directors and managementRegistration document 2009 / Casino GroupSENIOR MANAGEMENTCompensation paid to the Chairman and Chief Executive Officer by CasinoTotal compensation and directors’ fees paid by the company to Jean-Charles Naouri in his capacity as Chairman and ChiefExecutive Officer in 2008 and 2009:In € 2008 2009Amount due (3) Amount paid (4) Amount due (3) Amount paid (4)Fixed (1) €700,000 €700,000 €700,000 €700,000Variable (1)(2) €635,600 €466,667 €233,333 €635,600Exceptional bonus – – – –Directors’ fees €12,500 €12,500 €12,500 €12,500Benefits – – – –Total €1,348,100 €1,179,167 €945,833 €1,348,100(1) Gross before social security contributions and tax.(2) The method of setting the performance-related component is described in the Chairman’s report on page 206.(3) Compensation due in respect of the relevant year regardless of payment date.(4) Total compensation paid by the company during the year.Jean-Charles Naouri has no employment contract. He has no entitlement to supplementary pension benefits, terminationbenefits or non-compete benefits. He is a member of the mandatory group pension plans (ARCCO and AGIRC) and the deathand disability plan covering all employees within the company.Compensation paid to the Chairman and Chief Executive Officer by Casino,its controlling companies and its subsidiariesThe table below shows all compensation and benefits paid to the Chairman and Chief Executive Officer by Casino, Guichard-Perrachon, its subsidiaries, its controlling companies and companies controlled by them.In € 2008 2009Compensation due for the year €2,530,600 (1) €2,298,333 (2)Valuation of stock options granted during the year Not applicable Not applicableValuation of share grants made during the year Not applicable Not applicableTotal €2,530,600 €2,298,333(1) Compensation and/or directors’ fees paid by Casino, Guichard-Perrachon (€1,348,100), Rallye (€10,000), Finatis (€2,500) and Euris (€1,170,000).(2) Compensation and/or directors’ fees paid by Casino, Guichard-Perrachon (€945,833), Rallye (€10,000), Finatis (€2,500) and Euris (€1,340,000).No compensation or directors’ fees were paid to the Chief Executive Officer by subsidiaries.Directors’ feesAt their meeting of 19 May 2009, the shareholders set the total amount of directors’ fees to be allocated to members of theBoard and the Committees of the Board at €650,000. These fees are allocated among directors on the following basis, in linewith the recommendations made by the Appointments and Compensation Committee.The total fee per director is set at €25,000, comprising a fixed fee (€8,500) and a variable fee (€16,500 maximum) based ontheir attendance rate at Board meetings. Variable fees not paid to absent members are not reallocated.The total fee for the Chairman and for directors representing the majority shareholder is capped at €12,500.On his appointment, the Chairman of the Board of Directors waived the additional fee of €25,000 previously paid to the Chairman.An additional fee is paid to Antoine Guichard for the duties he performs as Honorary Chairman in recognition of his attendanceat meetings and his continuing input to the Company.

Registration document 2009 / Casino Group Corporate governanceI 197• Members of the Board Committees each receive a fixed fee (€6,500) and a variable fee based on attendance (up to €13,500for members of the Audit Committee and up to €8,745 for members of the Appointments and Compensation Committee).Variable fees not paid to absent members are not reallocated.• Total directors’ fees paid in January 2009 in respect of 2008 to members of the Board of Directors and the Committees ofthe Board amounted to €444,220. Total directors’ fees paid in 2010 in respect of 2009 amounted to €544,005 due to boththe election of two additional independent directors and the allocation of an additional fee of €10,000 to each independentmember of the Audit Committee in recognition of their specific assignment to supervise and review the independentappraisal related to the proposed conversion of preferred non-voting shares into ordinary shares.Total compensation and directors’ fees paid in 2008 and 2009 by the Company, its subsidiaries, companies that control it andcompanies controlled by them, to corporate officers other than the Chairman and Chief Executive Officer can be analysedas follows:Directors’ fees and compensation paidIn € 2008 2009Directors’ feesOthercompensation (1)Directors’ feesOthercompensation (1)Didier Carlier (2) 32,500 437,000 32,500 471,500Abilio Dos Santos Diniz 16,750 – 20,286 –André Crestey (until 29 May 2008) 18,854 130,360 11,125 126,200Jean-Dominique Comolli (3) – – – –Pierre Féraud 11,813 556,175 12,500 545,167 (4)Pierre Giacometti – – 3,065 –Henri Giscard d’Estaing 30,620 – 30,816 –Jean-Marie Grisard (5) 12,500 376,902 12,500 23,198Antoine Guichard 61,000 – 61,000 –Philippe Houzé 22,250 370,039 25,000 370,039Marc Ladreit de Lacharrière 12,625 – 13,214 –Didier Lévêque – 338,277 7,193 483,901Gilles Pinoncély 58,870 – 60,245 –Henri Proglio (until 9 June 2008) 38,063 – 39,500 –Gérald de Roquemaurel 33,205 – 35,531 –David de Rothschild 26,330 – 26,710 –Frédéric Saint-Geours 40,875 – 45,000 –Catherine Soubie 27,745 734,250 27,745 769,071Rose-Marie Van Lerberghe (3) – – – –(1) Directors’ fees and/or compensation and benefits paid by Casino’s subsidiaries and/or companies that control Casino or companies controlled bythem.(2) Representative of Euris, parent company of the Euris group, which in 2009 received a total of €3,942,465 before tax in strategic advisory fees from allcompanies it controls, including €350,000 before tax from Casino.(3) Elected as director on 19 May 2009.(4) Excluding €104,804 in retirement bonuses.(5) Excluding €241,874 in retirement bonuses (paid in 2008) and €97,500 before tax in advisory fees paid to Frégatinvest, of which he is Legal Manager.In 2009, €130,000 before tax in advisory fees were paid.

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

Registration document 2009 / Casino Group Corporate governanceI 199STOCK OPTIONS AND SHARE GRANTSThe Chairman and Chief Executive Officer is not entitled toreceive stock options or share grants from Casino, Guichard-Perrachon, companies it controls or companies that control it.No stock options or share grants were awarded to other corporateofficers in 2009 by Casino or its subsidiaries.As employees, members of the Executive Committee may receivestock options and/or share grants each year, as part ofa policy to retain key people and involve them in the Group’sdevelopment.Share grants are contingent on the achievement of a performancecondition specific to the company and to thegrantee being employed by the Group on the vesting date.Stock options are contingent on the optionee being employedby the Group on the exercise date.Options are granted with no discount to the share price andthe exercise price is based on the average quoted pricesduring the 20 trading days immediately prior to the grantdate.In addition to the annual allocation, the company may alsomake share grants on an exceptional basis, especially toemployees who have made a significant contribution tostrategy or highly complex transactions.In 2009, members of the Executive Committee received thefollowing:• a total of 2,309 stock options with an average exerciseprice of €57.18;• a total of 64,200 share grants subject to a performancecondition and a continued employment condition;• in addition, 16,745 share grants were made on an exceptionalbasis to two Executive Committee members in 2009,without any continued employment condition.In 2009, members of the Executive Committee did not exerciseany options on new Casino shares.CONFLICTS OF INTERESTThe Company has relations with all its subsidiaries in itsday-to-day management of the Group. It also signed a strategicadvice and assistance agreement in 2003 with Euris,the ultimate holding company whose majority shareholderis Jean-Charles Naouri, under which it receives advice fromthe Rallye Group, Casino’s majority shareholder. Fees paidunder this agreement amounted to €350,000 before tax. Nobenefits are granted under the provisions of the agreement.Jean-Charles Naouri, Didier Carlier, Pierre Féraud, Jean-Marie Grisard, Didier Lévêque and Catherine Soubie, directorsor permanent representatives of the Rallye and Euris groups,are executives and/or members of the Board of companiesbelonging to those groups and receive compensation and/ordirectors’ fees in that capacity. Philippe Houzé, director, isChairman and Chief Executive Officer of Monoprix.Apart from these relationships, there are no potential conflictsof interest between the directors’ and managers’ dutiestowards the Company and their private interests.The responsibilities of the Audit Committee and the Appointmentsand Compensation Committee, both of whichcomprise a majority of independent directors, help to preventconflicts of interest and ensure that the majority shareholderdoes not abuse its position.The Statutory Auditors’ special report on regulated agreementssigned between the Company and (i) the Chairmanand Chief Executive Officer, (ii) a director, or (iii) a shareholderowning more than 10% of the Company’s voting rights, or inthe case of a corporate shareholder the company controllingthat shareholder, and which were not entered into on arm’slength terms is presented on page 176 of this report.No loans or guarantees have been granted by the Companyto any members of the Board of Directors.

200 ISTATUTORY AUDITORSCorporate governanceRegistration document 2009 / Casino GroupAuditing of financialstatementsStatutory AuditorsErnst & Young AuditEngagement partners: Daniel Mary-Dauphinand Sylvain Lauria (since 2009).First appointed: 20 May 1978.Current term ends: At the close of the Annual General Meetingto be held in 2010 to approve the financial statements for theyear ending 31 December 2009.Didier Kling & AssociésEngagement partners: Didier Kling and Christophe Bonte(since 2009).First appointed: 27 May 2004.Current term ends: At the close of the Annual General Meetingto be held in 2010 to approve the financial statements for theyear ending 31 December 2009.Alternate auditorsPhilippe DuchêneAlternate to Ernst & Young AuditFirst appointed: 27 May 2004Current term ends: At the close of the Annual General Meetingto be held in 2010 to approve the financial statements for theyear ending 31 December 2009.Marie-Paule DegeilhAlternate to Didier Kling & AssociésFirst appointed: 19 May 2009.Current term ends: At the close of the Annual General Meetingto be held in 2010 to approve the financial statements for theyear ending 31 December 2009.Audit partner rotationIn line with the provisions of the French Financial SecurityAct of 1 August 2003, Jean-Luc Desplat and Bernard Roussel,engagement partners representing Ernst & Young Audit andDidier Kling & Associés respectively, stepped down as leadaudit partners in August 2009.Re-appointment of statutory auditorsThe Statutory Auditors’ term of office ends at the annualgeneral meeting to be held on 29 April 2010. On the recommendationof the Audit Committee and in accordance withthe provisions of the Afep-Medef corporate governancecode, the Board of Directors decided to appoint the newauditors by means of a competitive tender procedure. Theprocedure was organised by the Audit Committee in accordancewith the Ethics Committee recommendations on theindependence of the statutory auditors of companies listedon a regulated market.The six firms short-listed by the Audit Committee were providedwith all the information they required to draw up theirtender. The tenders were reviewed by Senior Managementand the candidates interviewed by the Audit Committee,which then presented its conclusions and recommendationsto the Board of Directors on 9 March 2010. The Board of Directorsagreed to recommend the following appointments atthe annual general meeting (with the Chief Executive Officerabstaining from the vote):Statutory Auditors• Ernst & Young et AutresEngagement partners: Daniel Mary-Dauphinand Sylvain Lauria• Deloitte & AssociésEngagement partners: Alain Descoinsand Antoine de RiedmattenAlternate auditors• Auditex (alternate to Ernst & Young et Autres)• Beas (alternate to Deloitte & Associés)None of the above persons has, in the past two years, been involved in auditing any contribution or merger transactionscarried out by the company or its subsidiaries within the meaning of article L. 233-16 of the French Commercial Code (Codede commerce).The Statutory Auditors’ term of office will end at the annual general meeting to be held in 2016.

Registration document 2009 / Casino Group Corporate governanceI 201STATUTORY AUDITORS’ FEESFinancial years ended 31 December 2009 and 2008 (a).Ernst & Young AuditDidier Kling & AssociésAmount (excl. VAT) % Amount (excl. VAT) %2009 2008 2009 2008 2009 2008 2009 2008Audit1 Statutory and contractualaudit services• Issuer (parent company) 367,600 492,333 8% 10% 285,800 125,000 23% 13%• Fully-consolidated subsidiaries 4,078,810 4,141,147 87% 81% 922,200 839,100 73% 84%2 Other audit-related services• Issuer (parent company) 45,000 295,918 1% 6% 24,000 20,000 2% 2%• Fully-consolidated subsidiaries 121,975 89,156 3% 2% 19,500 10,000 2% 1%Sub-total 4,613,385 5,018,554 99% 99% 1,251,500 994,100 99% 100%Other services provided to fully-consolidatedsubsidiaries3 Legal and tax advice 21,942 16,320 0% 0% 0 0 0% 0%4 Other (specify if more than 10%of audit fees)47,500 49,160 1% 1% 17,000 0 1% 0%Sub-total 69,442 65,480 1% 1% 17,000 0 1% 0%TOTAL 4,682,827 5,084,034 100% 100% 1,268,500 994,100 100% 100%

Corporate governanceRegistration document 2009 / Casino Group202 IChairman’sreportIn accordance with Article L. 225-37 of the French Commercial Code (Code de commerce), the Chairman is required to reportto shareholders annually on the Company’s corporate governance practices applied by Board of Directors and ExecutiveCommittee as well as internal control and risk management procedures.The report, which is attached to the management report on Groupe Casino’s operations for the year ended 31 December2009, has been approved by the Board of Directors and made available to shareholders prior to the Annual General Meeting.As required by article L. 225-235 of the French Commercial Code (Code de commerce), the Statutory Auditors have reviewedand issued an opinion on the information contained in the report regarding internal control over financial reporting.CORPORATE GOVERNANCECORPORATE GOVERNANCE CODEIn line with the Company’s policy of implementing goodgovernance practices, the Board of Directors has adoptedthe Afep-Medef corporate governance code published inDecember 2008 as its reference code, particularly for thepurpose of preparing this report.The Afep-Medef code can be found on the company’s websitehttp://www.groupe-casino.frBOARD OF DIRECTORSComposition of the Board of DirectorsThe composition of the Board of Directors is presented onpage 180.Board practicesThe rules governing the functioning of the Board of Directorsare set out in law, the Company’s by-laws, the Board of Directors’Charter and the charters of the Board Committees.Organisation and proceduresof the Board of DirectorsSince the Board of Directors’ meeting of 21 March 2005, thefunctions of Chairman of the Board and Chief ExecutiveOfficer have been combined. Jean-Charles Naouri has beenChairman and Chief Executive Officer since that date.In a highly competitive and fast-changing environment, thiscombination of functions was designed to establish a directlink between strategic and management decisions, and tooptimise and improve efficiency of decision-making channels.The organisation and procedures of the Board of Directorsare described in the Board of Directors’ Charter adopted inDecember 2003 and amended by the Board of Directors on13 October 2006, 7 December 2007 and 27 August 2008. Itoutlines and clarifies the applicable provisions of the lawand the Company’s by-laws. It also incorporates the corporategovernance principles that the Board of Directors isresponsible for implementing.The Board of Directors’ Charter describes the procedures,powers, role and duties of the Board and its committees –the Audit Committee and the Appointments and CompensationCommittee.

Registration document 2009 / Casino Group Corporate governanceI 203It also sets outs the rules of conduct to be followed by directors,particularly with regard to the duty of confidentialityreferred to in Article L. 465-1 of the French Monetary andFinancial Code (Code monétaire et financier) and Articles621-1 et seq. of the General Regulations of the Autorité desMarchés Financiers (AMF) on inside information and insidertrading, and the prohibition on dealing in the Company’sshares during the “closed period” of fifteen days prior topublication of the Company’s annual and interim results.It specifies the requirement for directors to be registered onthe list of insiders drawn up by the Company in connectionwith regulations aimed at more effectively preventing insidertrading, and details the disclosure requirements for dealingsin the Company’s shares by directors, corporate officers andby people with whom they have close personal ties.The Board of Directors’ Charter incorporates the principle offormal and regular assessments of the Board of Directors’work and performance, describes how Board meetings areto be conducted, and authorises directors to take part inmeetings via videoconference or any telecommunicationsmedium.Role and duties of the Board of DirectorsIn accordance with Article L. 225-35 of the French CommercialCode (Code de commerce), the Board of Directorsis responsible for defining the Company’s broad strategicobjectives and ensuring their implementation. Except forthose powers expressly vested in the shareholders in GeneralMeeting, the Board of Directors considers and decideson all matters related to the Company’s operations, subjectto compliance with the corporate purpose.It also carries out any verifications or controls it deemsappropriate.The Board of Directors reviews and approves the annualand interim financial statements of the Company and theGroup, as well as the management reports on the operationsand results of the Company and its subsidiaries. It alsoapproves budgets and forecasts, reviews and approves theChairman’s report, decides on the compensation to be paidto executive directors, allocates stock options and sharegrants, and establishes employee share ownership plans.Powers of the Chief Executive OfficerUnder Article L. 225-56 of the French Commercial Code(Code de commerce), the Chief Executive Officer has fullpowers to act in all circumstances in the name of the Company,within the limits of its corporate purpose and except forthose powers vested by law in the Board of Directors or inthe shareholders in a General Meeting. He represents theCompany in its dealings with third parties.In line with the principles of good corporate governance, theBoard of Directors has decided that certain managementtransactions must receive the Board’s prior authorisation inview of the type of transaction and/or the amounts involved.The ceilings set ensure that the Board of Directors remainsresponsible for the most significant transactions in typeand amount, in line with the law and with good corporategovernance practices.The Chief Executive Officer must therefore obtain the Board’sprior authorisation for the following:• Transactions that are likely to affect the strategy of theCompany and its subsidiaries, their financial position orscope of business, such as the signature or termination ofindustrial and commercial agreements likely to materiallyinfluence the Group’s future development.• Transactions representing over two hundred million euros(€200,000,000), including but not limited to:- Investments in securities and immediate or deferredinvestments in any company or business venture.- Sales of assets, rights or securities, in exchange for securitiesor a combination of securities and cash.- Acquisitions of real property or real property rights.- Purchases or sales of receivables, acquisitions or divestmentsof goodwill or other intangible assets.- Issues of securities by directly or indirectly controlledcompanies.- Granting or obtaining loans, borrowings, credit facilitiesor short-term advances.- Agreements to settle legal disputes.- Disposals of real property or real property rights.- Full or partial divestments of equity interests.- Granting security interests.This €200 million ceiling does not, however, apply to financelease transactions relating to buildings and/or equipment,for which the maximum aggregate authorised amount is setat €300 million per year.These provisions apply to transactions carried out directlyby the Company and by all entities controlled directly orindirectly by the Company.The Chairman and Chief Executive Officer may issue guaranteesor other security interests to third parties in theCompany’s name, subject to a maximum annual limit of€400 million and a maximum limit per commitment of €200million.He may negotiate, implement, roll over, extend and renewloans, confirmed credit lines, short-term advances and allsyndicated or non-syndicated financing contracts, subjectto a maximum annual limit of €2 billion and a maximum limitper transaction of €400 million. He may also issue bondsor any other debt securities (other than commercial paper),under the EMTN programme or otherwise, subject to a ceilingof €2 billion, determine the terms and conditions of suchissues and carry out all related market transactions. He mayissue commercial paper up to a maximum amount of €800million a year.

204 IChairman’s powersCorporate governanceRegistration document 2009 / Casino GroupChairman’s reportCORPORATE GOVERNANCEThe Chairman organises and leads the work of the Board ofDirectors and reports thereon to the shareholders.He calls Board meetings and is responsible for drawing upthe agenda and minutes. He also ensures that the Company’scorporate governance structures function correctly andthat the directors are capable of fulfilling their duties.Independence of directorsThe Appointments and Compensation Committee is taskedwith monitoring the relationships between directors and theCompany or its subsidiaries to ensure that there is nothingwhich could interfere with their freedom of judgement orpotentially lead to a conflict of interest.The Committee reviews the composition of the Board ofDirectors on an annual basis, and more specifically the independenceof directors with regard to the criteria set out inthe Afep-Medef corporate governance code. The Committeereports on its work to the Board of Directors.Work performed by the Board of Directorsduring 2009The Board of Directors met six times in 2009. The averageattendance rate was 89% with each meeting lasting an averageof one hour and forty-five minutes.Approval of the financial statementsOperations of the Company and its subsidiariesThe Board of Directors reviewed the financial statementsfor the year ended 31 December 2008 and for the first halfof 2009, as well as the Group’s budgets and forecasts. It approvedthe reports and resolutions to be put to the AnnualGeneral Meeting and the special class meeting of holdersof preferred non-voting shares on 19 May 2009. It was informedof the Group’s operations and results as at 31 Marchand 30 September 2009.The Board of Directors reviewed and approved the proposalto convert the preferred non-voting shares into ordinaryshares, which was subsequently submitted to the AnnualGeneral Meeting and the special class meeting of holders ofpreferred non-voting shares held on 19 May 2009.It authorised various financial transactions for which itsapproval is required under the Company’s governance practices.These transactions included (i) the contribution of aportfolio of assets to Mercialys, (ii) payment of a dividend inMercialys shares to Casino shareholders, (iii) the disposal ofSuper de Boer’s assets and liabilities to the Jumbo Group,and (iii) CBD’s proposed acquisition of Ponto Frio, Brazil’ssecond largest retailer of consumer electronics and householdelectricals.The Board of Directors was informed of the terms and conditionsof (i) Vindémia’s disposal of its food production andfood service operations under its plan to refocus on retailing,(ii) the acquisition of Sherpa independent stores and superettes,which operate mainly in the French Alps region, (iii)Exito’s new share issue, and (iv) exercise of the renegotiatedput option on the remaining interest in Carulla Vivero held byExito’s minority shareholders.It was also informed of (i) the joint venture agreement enteredinto by CBD for the acquisition of a majority interest inCasas Bahia, Brazil’s leading non-food retailer, (ii) plans todevelop a photovoltaic electricity production business, (iii)the proposal to sell further store properties in France as partof the company’s ongoing strategy of capturing the value ofits property assets, (iv) the issue of new or additional paperunder the EMTN programme, and (v) the acquisition of theminority interests in Franprix-Leader Price owned by membersof the Baud family.The Board of Directors was given a specific presentation onmanagement engagement within the group.CompensationAllocation of stock options and share grantsThe Board of Directors set the Chairman and Chief ExecutiveOfficer’s fixed compensation and performance-relatedcompensation targets for 2009, and determined his performance-relatedcompensation for 2008. It set the proceduresfor allocating fees payable to directors and members of theBoard Committees for 2009.It also allocated stock options and share grants subject toperformance conditions and made exceptional share grantsto senior executives of the Group responsible for implementingand ensuring the success of strategic or highlycomplex transactions.Corporate governanceThe Board of Directors reviewed its position with regard tocorporate governance issues, including the composition andorganisation of the Board and its Committees, as well asdirectors’ independence.As a result, at the annual general meeting of 19 May 2009,it proposed the re-election of all the directors, except forFoncière Euris which was re-elected in 2008, as well as theelection of two new independent directors, Jean-DominiqueComolli and Rose-Marie Van Lerberghe.The Board of Directors was informed of the results of the latestassessment of its practices carried out by the Appointmentsand Compensation Committee, which are presented onpage 206.The Board of Directors approved the Chairman’s Report oncorporate governance, internal control and risk management.In addition, it was advised of the work of the Board Committees,as described below.

Registration document 2009 / Casino Group Corporate governanceI 205Committees of the BoardThe Board of Directors is currently assisted by two specialisedcommittees: the Audit Committee and the Appointmentsand Compensation Committee.The members of these committees, all of whom are directors,are appointed by the Board, which also designates theirchairmen. The Chairman and Chief Executive Officer doesnot sit on either of the committees.The role, duties and procedures of each committee weredefined by the Board when they were first established andare incorporated in the Board of Directors’ Charter.Audit CommitteeCompositionThe Audit Committee has four members, three of whom –Frédéric Saint-Geours (Chairman), Jean-Dominique Comolliand Gérald de Roquemaurel (since 3rd March 2010) – areindependent. The third member is Gilles Pinoncély.Role and dutiesThe Audit Committee is responsible for assisting the Boardof Directors in reviewing the annual and interim financialstatements, and in dealing with events likely to have a materialimpact on the position of the Company or its subsidiariesin terms of commitments and/or risks, compliance with lawsand regulations and any material pending litigation. It is alsoresponsible for monitoring the effectiveness of the internalcontrol and risk management systems.Its powers and duties are set out in a Charter, includingthose concerning risk management and the identificationand prevention of management errors.Work performed in 2009The Audit Committee met five times in 2009 with an attendancerate of 100%.During its meetings the Committee reviewed the annual andinterim accounts closing processes and read the StatutoryAuditors’ post-audit report, which included a discussion ofthe accounts and of all consolidation operations.It reviewed off-balance sheet commitments, risks, and theaccounting policies applied in relation to provisions, as wellas legal and accounting developments.It reviewed the various risk management documents andthe Chairman’s report on internal control and risk management.It discussed the audit assignments carried out during 2009with the internal audit department, the conditions in whichthey took place and the 2010 audit plan. It informed theBoard of its observations and recommendations on the workperformed and the implementation of the internal auditors’recommendations.It reviewed the Group’s internal control charter.It implemented and supervised the process of re-appointingthe statutory auditors, whose term of office ends at theannual general meeting of 29 April 2010, and made recommendationsto the Board of Directors.The independent members of the Audit Committee wereasked by Senior Management to carry out a specific assignmentin February and March 2009, consisting of supervisingand monitoring the work carried out by the independentaccountant appointed to give a fairness opinion on the ratioproposed for the conversion of preferred non-voting sharesinto ordinary shares. They reported to the Board of Directorson the independent accountant’s work and gave their opinionon the merits of the proposed transactions.The Chairman of the Committee reported to the Board of Directorson the work carried out at each Committee meeting.Appointments and compensation committeeCompositionThe Committee has five members, three of whom – Rose-Marie Van Lerberghe, Chairman, Henri Giscard d’Estaing andGérald de Roquemaurel – are independent. The other twomembers are David de Rothschild and Catherine Soubie.Role and dutiesThe Committee’s primary role is to assist the Board of Directorsin reviewing candidates for appointment to senior managementpositions and for election to the Board of Directors,setting and overseeing the Group’s executive compensation,stock option and share grant policies, and establishing employeeshare ownership plans.Its powers and duties are set out in a Charter, including thoseconcerning implementing and organising the assessmentprocess for the Board of Directors’ practices and performance,and ensuring compliance with the Company’s corporategovernance principles, Code of Conduct and Board ofDirectors’ Charter.Work performed in 2009The Committee met four times in 2009 with an attendancerate of 95%.During the year, the Committee undertook its annual reviewof Board and Board Committee practices and compliancewith the corporate governance principles set out in theAfep-Medef code and the Board Charter.It examined each director’s relations with Group companiesthat could compromise his or her freedom of judgment orlead to a conflict of interest.It analysed the comments and observations made by thedirectors on the assessment of Board practices carriedout in 2009 and presented its conclusions to the Board ofDirectors.

Corporate governanceRegistration document 2009 / Casino GroupChairman’s reportCORPORATE GOVERNANCE206 IAs part of the process of re-electing the directors, the Committeealso selected the two new independent directors andmade its recommendation to the Board of Directors.It made proposals concerning (i) the method of determiningthe Chairman and Chief Executive Officer’s fixed and performance-relatedcompensation for 2009 and the amountof performance-related compensation due for 2008; (ii) allocatingdirectors’ fees to members of the Board of Directorsand Board Committees; and (iii) allocating stock options andshare grants to employees of the company.The Chairman of the Committee reported to the Board of Directorson the work carried out at each Committee meeting.The Committee uses outside research and comparativesurveys, mainly carried out by specialist firms, to assist it insome of its duties.Procedures for determining Executive Officers’compensation and directors’ feesThe Chairman and Chief Executive Officer receives a fixedsalary plus a performance-related bonus set annually on therecommendation of the Appointments and CompensationCommittee, supported where appropriate by market surveysconducted by outside consultants.His performance-related bonus for 2009 was contingent onthe achievement of quantitative targets for the Companyconcerning sales and consolidated trading profit as well asnet debt figures, consistent with those set for members ofthe Executive Committee.The Chairman and Chief Executive Officer has no entitlementto supplementary pension benefits, termination benefitsor non-compete benefits. He is member of the mandatorygroup pension plans (ARCCO and AGIRC) and the death anddisability plan covering all employees within the company.The Chairman and Chief Executive Officer is not entitled toreceive stock options or share grants from Casino, Guichard-Perrachon, companies it controls or companies that control it.The methods for allocating the directors’ fees set by shareholdersamong directors and members of the Board Committeeswere determined by the Board of Directors on 4 December2009 and were unchanged from the previous year:• The total fee per director is set at €25,000, comprising afixed fee of €8,500 and a variable fee based on their attendancerate at Board meetings, capped at €16,500. Variablefees not paid to absent members are not reallocated.• The total fee for the Chairman and for directors representingthe majority shareholder is capped at €12,500. On his appointment,the Chairman of the Board of Directors waived theadditional fee of €25,000 previously paid to the Chairman.• An additional fee is paid to Antoine Guichard for the dutieshe performs as Honorary Chairman in recognition of hisattendance at meetings and his continuing input to theCompany.• Members of the Committees of the Board each receive afixed fee (€6,500) and a variable fee based on attendance(up to €13,500 for members of the Audit Committee andup to €8,745 for members of the Appointments and CompensationCommittee). Variable fees not paid to absentmembers are not reallocated.An additional fee of €10,000 was allocated to each independentmember of the Audit Committee in recognition oftheir specific assignment consisting of supervising the workof the independent accountant on the proposed conversionof preferred non-voting shares into ordinary shares.Information providedto the Board of DirectorsThe Chairman or Chief Executive Officer is responsible forproviding all directors with the documents and informationthey need to fulfil their role and duties.Prior to each Board meeting, directors receive a set of documentscontaining the main information they require to preparefor the items on the agenda.Senior Management provides the Board of Directors atleast once a quarter with a status report on the businessoperations of the Company and its main subsidiaries, includingsales figures and results trends, as well as informationon debt and credit lines and headcount data relating to theCompany and its main subsidiaries.The Board of Directors also reviews the Group’s off-balancesheet commitments at least once every six months.The Chief Financial Officer and the Advisor to the Chairmanwho acts as Secretary to the Board attend all Board meetings.Other members of the Executive Committee attend asand when necessary.Assessment of the Board’s practicesand performanceIn accordance with the corporate governance code, theBoard of Directors’ Charter provides for an annual debate onand regular assessment of the Board’s practices and performance,organised and carried out by the Appointmentsand Compensation Committee with the assistance of outsideconsultants if required.A new assessment was conducted in 2009, by means of aquestionnaire sent to each of the directors.Comments and observations made by the Directors revealedthat the Board’s practices are fully satisfactory withregard to business conduct and corporate governance principlesand that progress had been made since the previousassessment.

Registration document 2009 / Casino Group Corporate governanceI 207ATTENDANCE AT SHAREHOLDERS’ MEETINGSInformation on attendance at shareholders’ meeting is set out in articles 25, 27 and 28 of the Company’s by-laws (see page 243).FACTORS LIABLE TO HAVE AN INFLUENCE IN THE EVENT OF A PUBLIC OFFERInformation on the Company’s capital structure and significant direct or indirect interests in its share capital known bythe Company by virtue of articles L. 233-7 and L. 233-12 of the French Commercial Code (Code de commerce) is provided onpages 37 onwards.The by-laws contain no restrictions on voting rights or the transfer of shares. There are no agreements known to the Companyby virtue of article L. 233-11 of the French Commercial Code (Code de commerce) that contain pre-emption rights withrespect to the sale or purchase of the Company’s shares. There are no known shareholders’ agreements that could result inrestrictions on the transfer of shares and/or exercise of voting rights.The Company has not issued any securities conferring special control rights. There are no employee share schemes wherethe voting rights are not exercised directly by the employees.The rules governing the appointment and replacement of Board members and amendment of the by-laws are described onpages 241 onwards.The powers of the Board of Directors are described on pages 203, 220 and 222. The Board’s powers to issue and buy backshares are described on page 41 and page 37 respectively.Agreements to which the company is a party and which are altered or terminate upon a change of control of the Company aredescribed on pages 34 (“Monoprix”) and 50 (“Liquidity Risks”).There are no agreements between the Company and its directors or employees providing for compensation if they resign orare made redundant without valid reason, or if their employment ceases because of a takeover bid.

208 IINTERNAL CONTROLCorporate governanceRegistration document 2009 / Casino GroupChairman’s reportINTERNAL CONTROL AND RISK MANAGEMENTAND RISK MANAGEMENTGroupe Casino’s internal control system is based on theinternal control framework set out by the Autorité desMarchés Financiers (AMF), which is a French adaptationprincipally of the international framework published by theCOSO (Committee of Sponsoring Organizations of the TreadwayCommission), particularly in terms of the components ofinternal control.The work underlying this report involved interviews, analysisof audit reports and circulation of AMF and internal questionnaires.This report and the underlying work have been presented tothe Audit Committee for review and opinion, and submittedfor approval to the Board of Directors of Casino, Guichard-Perrachon in accordance with the law “Diverses Dispositionsd’Adaptation au Droit Communautaire” of 3 July 2008.1. INTRODUCTION1.1 Scope of internal controlIn accordance with the AMF framework, the scope of internalcontrol as described in this report covers the parentcompany and its subsidiaries within the meaning of theFrench Commercial Code (Code de commerce).1.2 Definition and objectives of internal controlGroupe Casino’s internal control system, which is definedand implemented under the responsibility of the parentcompany, is designed to help maintain control over its businessoperations, achieve its operations effectively and makeefficient use of resources, whilst taking appropriate accountof the major risks that could prevent the Company fromachieving its objectives.More specifically, it aims to provide reasonable assuranceregarding:• Compliance with applicable laws and regulations.• Compliance with instructions and guidance issued bySenior Management.• Proper application of processes, particularly with regard tosafeguarding the Group’s assets.• Reliability of financial information.1.3 Limitations of internal controlAs stated in the AMF framework, no internal control systemcan provide absolute assurance that the company’s objectiveswill be achieved. There are limitations inherent in allinternal control systems resulting from numerous internaland external factors.2. COMPONENTS OF INTERNAL CONTROL2.1 Internal control pre-requisites2.1.1 • Objective setting and communicationGroupe Casino sets its strategic and financial objectives ina three-year business plan under the responsibility of theparent company’s Senior Management. The plan is fully reviewedand updated on an annual basis. The first year of theplan constitutes the budget.

Registration document 2009 / Casino Group Corporate governanceI 209The Strategy department is responsible for drawing up theplan, and in this role has the following tasks:• Co-ordinating the preparation of three-year businessplans by the various Group entities and checking them forconsistency.• Drawing up the Group’s consolidated plan.• Verifying the Group’s broad financial targets, particularlyin terms of capital expenditure, financial resource allocationand debt management.• Monitoring achievement of the plan, in association with theFinance Department (mainly Financial Control) and updatingit regularly on the basis of actual results.• Working with the Executive Committee and operating unitsand support functions to draw up related action plans andensuring that the measures provided for are implemented.2.1.2 • Rules of conduct and integrityInternal control is more effective if based on rules of conductand integrity led by the Board of Directors and SeniorManagement and relayed to all employees. Groupe Casinostrives to convey values of ethics and integrity throughoutthe organisation.The Group’s core values – Entrepreneurship, Loyalty, Excellenceand Solidarity – are deeply rooted in its history.Its corporate signature “Nourishing a world of diversity”,also reflects the Group’s aim of involving all its people inshared commitments. These values are relayed throughoutthe organisation and help to convey the notions of professionalintegrity and corporate ethics that underpin all Groupinitiatives. They are tailored where needed to the Group’ssubsidiaries.Specific training courses continued during 2009 to encouragemanagerial attitudes and behaviour in line with thesevalues:• Innovating and creating the right management conditions;• Putting the customer first;• Taking decisions and initiatives;• Encouraging performance;• Developing employee skills;• Furthering the Group’s interests.The Group also has a policy of actively combating discriminationand encouraging diversity, particularly in terms ofrecruitment and career management.2.2 OrganisationBecause of its broad range of business activities, the Group’shas a decentralised structure. It this way, both its operationsand its internal control system can take better accountof each business unit’s specific features, making managersmore responsive and the decision-making process moreeffective.In France, the business unit heads are responsible for relayingand applying the strategy set by Senior Management.International operations are overseen by an InternationalCo-ordination department, a Development and Holdingsdepartment, as well as Country Managing Directors, who areresponsible for relaying and implementing the strategy setby Senior Management as well as the Group’s values.Each business unit has its own support departments, whichhave a reporting line to the corresponding Group department.2.2.1 • Parties involved in internal controlEmployees, managers and operating heads are all responsiblefor internal control, within the scope of the objectivesassigned to them.Group Internal Control is responsible for encouraging theimplementation of best internal control practices.Its duties include:• Setting out the Group’s internal controls in general proceduresand risk and control matrices.• Identifying and deploying internal control managementtools in association with the appropriate departments.• Assisting the operating and support units in improving andoptimising the control systems in place or to be deployed.• Setting out, managing and overseeing internal control andrisk management training programmes, including fraudprevention.• Analysing issues identified by the operating or supportunits involving deficiencies in internal control or significantdevelopments in processes or information systems, bothat central and business unit level.• Overseeing the work underlying the Chairman’s report oninternal control and risk management.• Any other matters relating to internal control and risk managementas determined by Senior Management.Group Internal Control works with local internal controllersin the various business units, forming a network of aboutthirty dedicated internal control staff.Senior Management, through the Executive Committee, isresponsible for defining, driving, implementing and overseeingthe internal control system to ensure that it is appropriatefor the Company’s position and operations.The Board of Directors of the parent company, Casino,Guichard-Perrachon, is informed of the key features of theinternal control system by Senior Management. The Boardhas set up an Audit Committee whose role is described below.The Board may also use its general powers to perform controlsand verifications or take any other initiatives it deemsappropriate.The Audit Committee is responsible for checking that GroupeCasino has the appropriate resources to identify, detect andprevent risks, errors and irregularities in the management ofthe Group’s business. As such it fulfils a clear, ongoing oversightrole in relation to internal control.

210 IIt issues observations and recommendations on audit workCorporate governanceRegistration document 2009 / Casino GroupChairman’s reportINTERNAL CONTROL AND RISK MANAGEMENTperformed within the Group, and carries out or commissionsany internal control analyses and reviews it deems appropriate.It oversees the financial reporting process and monitorsthe effectiveness of internal control, internal audit and riskmanagement systems in the Group.The other roles and duties of the Audit Committee, togetherwith its modus operandi, are described in the corporategovernance section of this report.Lastly, the role of Group Internal Audit and the businessunit internal audit departments in relation to internal controlare described in the section “Monitoring of internal control”of this report.2.2.2 • Responsibilities and powersDelegation of powersThe Group Legal and Human Resources departments manageand supervise the process of delegating powers andresponsibilities in accordance with local law.Segregation of dutiesEach business unit is responsible for organising its structure,functions and operations in such a way as to ensureproper segregation of duties. They may be supported by theinternal control teams in this process.2.2.3 • Human resources policyThe Group’s human resources policy aims to ensure an appropriateallocation of resources within the Group throughstructured recruitment and careers management policiesdesigned to help achieve the objectives set by the parentcompany.The Group also has a structured training policy, particularlyin business management, personal development and theGroup’s various business areas.The business units base their pay policies on an analysis ofmarket practices and on the principle of internal fair treatment,in order to motivate employees. Compensation mayinclude a performance-related bonus, depending on responsibilitylevels, to reward employees for achieving theirobjectives. The management by objectives policy, whichincludes an annual appraisal for all employees, is graduallybeing deployed throughout the Group.2.2.4 • Information systemsThe Casino Group uses integrated software and IT industrystandards and governance frameworks (e.g. COBIT V4, ITILV3, ISO 27000) to ensure that its information systems aregeared to the organisation’s current objectives and can beupgraded to meet future objectives, particularly in terms ofphysical and logical security and data backup. These referencesserve as a basis to spread good information systemspractices. They are taken into account when setting andmonitoring objectives and deadlines for each business unit,with a view to reducing risk levels.2.2.5 • Operating procedures, contentand communication methodsThe Group has internal control procedures for its significantbusiness processes. They describe the objectives of theprocess, the departments and activities concerned and theguidelines to follow. These procedures are published on theintranet sites and other documentary databases of the variousGroup business units or circulated within the company.2.3 Internal communications2.3.1 • Appropriateness and reliability of informationManagement is responsible for deciding what informationshould be communicated to the various parties involvedand for assessing its appropriateness. It must provide employeeswith all the information they need to fulfil their dutiesand Senior Management with the information it needsfor decision-making. The managers of each business unitare responsible for circulating information to other entities,especially if it is likely to have an impact on their activities.The Financial Control teams of each business unit are requiredto use IFRS accounting information in their standard monthlymanagement reports sent to the Group. Any variances againstforecast and prior year data are analysed in detail. This workis also designed to identify any potential errors. Large businessunits conduct monthly business reviews and reportthereon to management.2.3.2 • Information and communicationTimeframe for providing informationThe timeframe for providing information is designed to givethe parties involved sufficient time to react appropriately.This is particularly true of events likely to lead to a crisis atGroup level, for which there is a specific procedure.Communication methodsThe Group’s information systems, intranet sites, databasesand other communication media are not only used to communicateinformation but also to centralise and circulateprocedures applicable to various activities.In cases likely to lead to crisis at Group level, events arereported according to a procedure which specifies the content,the parties involved and the timeframe for providingthe information. A reporting tool is also used by a number ofbusiness units for prompt reporting to Senior Management.ConfidentialityAll Group employees are bound by a duty of confidentialitycovering any information they obtain in the course of theiremployment. Employees likely to obtain inside informationduring the course of their employment are identified andregistered on an insider list, in accordance with the AMF’sGeneral Regulations. They are informed of their status aspermanent insiders.

Registration document 2009 / Casino Group Corporate governanceI 2112.4 Identifying, analysing and managing risks2.4.1 • Identifying risksRecurring risksThe Casino Group is exposed to various types of recurringrisk, including market risk, liquidity risk, credit and counterpartyrisk, operational risk, industrial and environmentalrisk, and legal risk. These risks are described in the sectionof the annual report entitled “Risk factors – Insurance”. Theinternal control system takes account of all of the majorrisks to which the Group is exposed through its businessoperations and local operating environment.They have been mapped and classified into 17 areas, 62processes and 174 sub-processes.Crisis risksCrisis risk management is decentralised and each businessunit is responsible for identifying the specific risks to whichits operations are exposed.The Group has a Risk Management Committee, which reportsto Senior Management and is responsible among otherthings for identifying potential crisis risks at Group level.The Committee meets quarterly on average and its membershave all the skills required to meet the objectives set.2.4.2 • Risk analysisRecurring risksIdentified risks are reviewed regularly during internal auditassignments. They are evaluated according to their impact,occurrence and strategic importance of the process concerned,as well as in light of the internal control system inplace. The internal control system is systematically assessedas part of the audit assignment, in light of the risks already ornewly identified. Tests are conducted to assess internal controls,evaluate the residual risk and issue recommendationson implementing a new or improving an existing internalcontrol process.The results of internal audit assignments are used to assessresidual risk and update the risk map. The work carried outby the Internal Audit department is described in greaterdetail in the section of this report on “Monitoring of internalcontrol”.Crisis risksCrisis risks at Group level are assessed and prioritised at locallevel by the business unit heads and, if necessary, re-assessedcentrally. Assessments are based on an internal grid thattakes account of the potential impact of an event on theGroup’s property, plant and equipment and intangible assetsand on business continuity.The Risk Management Committee is in charge of supervisingthe management of events that could potentially lead to crisisat Group level. It has produced a crisis risk managementmanual and is responsible for mobilising the appropriateresources for each event.2.4.3 • Risk managementRecurring risksThe risk map underpins the work of the Internal Controldepartment, which plays an important role in implementingthe measures required to reduce risks. It also underpins thework of the Internal Audit department, which is responsiblefor ensuring that internal controls are properly performedand for identifying any residual risk. The role and work ofInternal Control is described in detail in the section of thisreport on “Organisation of the internal control system”.The control activities described below are aimed at reducingrisks, i.e. events whose occurrence could prevent the Groupfrom achieving its objectives.Crisis risksEach business unit is responsible for organising a businesscontinuity plan geared to each identified crisis risk,for implementing a management process for all events thatcould potentially lead to crisis and for reporting criticalinformation.At Group level, the Risk Management Committee’s role is to:• Propose risk prevention plans.• Co-ordinate and harmonise risk management workingmethods between the Group’s entities.• Provide support to the local teams where required.• Spread best practices as widely as possible.• Manage major crises by mobilising the human and technicalresources appropriate for each situation.• Take part in reviewing the Group’s risk management systems.Casino has a dedicated crisis management unit, comprisingrepresentatives from Group Senior Management, aswell as the Human Resources, Sales, Communications andLegal departments. Formal crisis management procedures,updated in 2009, set out the responsibilities and duties ofeach member, as well as the key instructions and guidelinesto be followed. The crisis management unit also has accessto scientific support and assistance where necessary.In 2009, the Committee worked on improving the Group’sbusiness continuity plans with assistance from a specialistbusiness continuity firm and from the Fédération des Entreprisesdu Commerce et de la Distribution trade federation.Insurable hazardsThe Group Insurance department is responsible for analysinginsurable hazards of controlled subsidiaries and, wherepermitted by local legislation, for taking out and managingthe appropriate insurance policies on a centralised basis. Itplays a cross-functional role in operational management ofinsurance (monitoring the Group’s property assets, propertydamage/business interruption insurance, third-party liabilityinsurance, construction site insurance, lease insurance,etc.), and in risk prevention.The department coordinates and oversees the insurancepolicies taken out by the Group’s majority-controlled internationalsubsidiaries and those for which it has operationalresponsibility.

212 IThe Insurance department is involved in monitoring claimsCorporate governanceRegistration document 2009 / Casino GroupChairman’s reportINTERNAL CONTROL AND RISK MANAGEMENTand receives information from business units about eventsand developments likely to change the terms and conditionsof existing insurance policies.2.5 Control activities2.5.1 • Compliance with laws and regulationsOrganisationAll consolidated companies have a legal department responsiblefor ensuring that the company complies with allapplicable laws and regulations.The Group Legal Counsel, who reports to Senior Managementand is a member of the Executive Committee, oversees ateam of legal advisers covering the following areas:• Corporate affairs.• Cross-functional affairs (including contracts, competition,intellectual property and the environment).• Business division affairs (consumer law, retailing law, labourlaw, safety regulations, real estate matters).Tax matters are dealt with by a department reporting to theGroup’s Chief Financial Officer.The Group Legal department has established proceduresto ensure that the Group’s operations comply with laws andregulations. It reports monthly on all major pending legalmatters in the above areas and holds regular meetingsdesigned to spread good practices.Legal intelligenceLegal intelligence is the responsibility of each businessunit’s legal team, supported where necessary by externallaw firms.The legal teams have access to a database and specialistreviews to keep them abreast of developments on a dailybasis.The Human Resources and Legal departments are also involvedin legal intelligence with regard to labour law.Transcribing legislation into company regulationsThe legal team is responsible for transcribing laws andregulations applicable to the various business units, as wellas any amendments. It prepares and circulates opinions,standard procedures or memos to operating staff to ensurethat all legal and regulatory requirements are properly takeninto account.Staff information and trainingon relevant regulationsThe Group Legal department is involved in prevention andadvice campaigns in all areas of the law.It seeks to raise the awareness of the heads of the Group’soperating units and support functions concerning risks thatmay arise due to the conduct of Group companies and employees.It circulates procedures to all employees.Training on legal issues and requirements may be providedby the Legal departments or by external law firms.The Legal departments or external law firms may be involvedin drafting contracts to protect the Group legally in its dealingswith third parties.Control activities to ensure that operationscomply with regulationsEach Legal department is responsible for ensuring that itscompany’s subsidiaries comply with applicable laws andregulations.Compliance control is the responsibility of each company’smanagement team or its delegated representatives whereapplicable. These aspects of compliance are also controlledduring internal audits of operations. Disputes and litigationare overseen by each Legal department, supported if necessaryby external lawyers and the Group Legal department.2.5.2 • Compliance with Senior Managementinstructions and guidanceCirculating Senior Management instructionsand guidanceAs described earlier, the Group’s objectives are set bySenior Management and shared with the business unitheads through budgets and three-year plans. The Strategydepartment is responsible for checking that the planis always consistent with Senior Management’s objectives.Each business unit then drills down its own objectives tosub-unit level. For international subsidiaries, the processinvolves the International Co-ordination department, whichis responsible for ensuring consistency between the objectivesand their various projects.In 2009, ten key projects were initiated by Senior Managementand drilled down to business unit level. The businessunit heads are responsible for implementing action plansaimed at achieving the strategic objectives.Monitoring compliance with instructions and guidanceA number of key performance indicators are used to monitorcompliance with Senior Management instructions andguidance, and to measure any variances against its objectives.The frequency of indicator reporting depends on thetype of information. The financial reporting systems arealso used to monitor performance on a business unit andconsolidated basis.Senior Management receives a standard monthly managementreport drawn up by each business unit, summarising itskey performance and management indicators and includinga year-to-date income statement, balance sheet and cashflow statement. It also contains comments on achievementof objectives and a report on the main actions in progress.In 2009, the Group set up a unit dedicated to optimising andmonitoring the business units’ working capital requirements.The information contained in the monthly report is formallyreviewed by Senior Management and the business unit’smanagement to provide appropriate oversight. In addition,Group Financial Control and the Strategy department reportregularly to Senior Management on their analysis work.All reported data aims to give Senior Management the informationit needs to monitor achievement of its annual objectivesand to implement remedial plans where necessary.

Registration document 2009 / Casino Group Corporate governanceI 213Annual forecasts are reviewed twice a year to factor in markettrends and revise the full-year targets if necessary. Theserevisions are submitted to Senior Management for approval.An Investment Committee was created in 2009. It is responsiblefor updating investment procedures and overseeingprojects in progress.2.5.3 • Effectiveness of internal processesparticularly with regard to safeguarding assetsProcesses aiming to protect property and peopleA permanent control process aims to protect property andpeople and ensure compliance with applicable legislation. Itis the responsibility of several different departments in eachbusiness unit, and particularly the Technical and Operationsdepartments. Where necessary, they are supported by outsideservice providers in the areas concerned.Fixed asset managementThe Group’s new construction projects are based on specificationsdrawn up in association with experts. They complywith all applicable regulations and are designed to meetthe functional and operational objectives of the building.The entire construction process is overseen by a projectmanager, who ensures that contractual conditions and theprojected budget are met.The Group’s property portfolio is monitored technically andadministratively. Regular maintenance operations are carriedout to keep the properties in an optimal state of repairfor their purpose. Business units in charge of a propertyportfolio may call on the Group’s dedicated subsidiaries ifrequired.Other fixed assets (equipment, fixtures and fittings) aremonitored on a technical level to ensure their correct use andon an accounting level to ensure the reliability of inventoryschedules and the basis for calculation of various taxes.Financial asset management and financial flowsFinancial asset management and control over financing andfinancial risk management policies are the responsibility ofGroup Financial Management supported by the subsidiaries’local Finance departments, either directly or through theFinancial Co-ordination team. Major operations are monitoredindividually, primarily on the basis of country risk.Group Financial Management has produced a guide to goodfinancing, investment and hedging practices, which is circulatedto all local Finance departments. The guide sets outfinancing methods, preferred banking partners, appropriatehedging products and required authorisation levels. GroupFinancial Management is responsible for updating the guide,mainly to take account of changes in the Group’s bankingpartners, which are selected for their first-class ratings.Medium and long-term financing transactions and variousrisk management transactions such as interest rate hedgingare covered by a set of procedures based on prudent,pro-active principles.A Treasury Committee was created in 2009. It meets weeklyto monitor risks, positions and cash forecasts for eachGroup unit, under the supervision of Senior Management.Financial transactions are governed by procedures designedto ensure the security of cash receipts. There is a system ofdelegated signature authorities for cash payments coveringthe Group’s business units. Cash receipts and paymentsare controlled through reconciliations with bank and accountingdata.Business units conducting banking or insurance businessesare responsible for ensuring that they comply with the appropriatelegislation.Intellectual property protectionAll trademarks used by Groupe Casino are checked for availabilityand then registered with the appropriate authorities inFrance and all countries where the Group operates or is likelyto operate in the future. Each subsidiary monitors its owntrademarks to make sure that the requisite registrations arekept up to date.The Group uses outside service providers to make sure that noidentical or similar trademarks are registered by other partiesand to take appropriate action in the event of infringement.Image protectionCorporate advertising is the responsibility of Group Communications.Business units with their own communicationsdepartment work under the authority and responsibility ofGroup Communications where Casino’s image may be affected.Senior Management systematically approves informationpublished by Group Communications prior to release, includingin the event of crisis.The process for approving external communications is deliberatelyshort to ensure swift publication of informationand control over external communications that might affectCasino’s image. Intelligence and monitoring processes aimto give the Group the means to act and react appropriatelyto published information, in conjunction with the supportdepartments concerned.Merchandise managementThe purchasing strategy is based on market research andreflects the business unit’s main strategic goals. Actionplans are drawn up on the basis of internal or external researchto ensure that the product offering always meets marketexpectations and banner positioning.Controls are regularly carried out to minimise risks relatingto dependency on suppliers.Lastly, performance indicators are tracked in order to monitorthe effectiveness of the Group’s purchasing processes.The Group Quality Control department sets out the qualitypolicy for Casino’s private label products in agreement withmanagement. If requested, it will determine and/or circulategood product quality and safety practices for otherbusiness units in order to involve all parties in the Group’squality approach.

214 IIt draws up and implements quality control and monitoringCorporate governanceRegistration document 2009 / Casino GroupRapport du PrésidentPROCÉDURES DE CONTRÔLE INTERNE ET GESTION DES RISQUESprocedures for merchandise and suppliers of Casino privatelabel products, budget products and direct imports.All Quality procedures and supporting documents are containedin a documentary database available via Intranet.Audits are carried out at all supplier manufacturing plantsand particularly those that manufacture Casino private labelproducts. In addition, quality and conformity controls areperformed on food and non-food products by outside serviceproviders, in accordance with regulations.Group business units take measures to safeguard inventories.These measures include ensuring the security ofwarehouses, equipment and merchandise, goods receptionand shipping processes, as well as monitoring standardsrelating to hazardous or regulated products.Stock-takes are performed regularly and particularly as partof the accounts closing process. They are designed to detectany anomalies in goods flows and to monitor performance.Shrinkage is measured and may give rise to action plans.2.6 Monitoring of internal controlMonitoring of internal control is carried out at several levelsunder the supervision of Senior Management. SeniorManagement is informed regularly of any deficiencies inthe internal control system and its appropriateness forthe Group’s business operations, and takes any necessaryremedial action.2.6.1 • Monitoring by ManagementManagement plays an ongoing role in monitoring the effectivenessof internal control procedures. It is responsiblefor implementing remedial action plans and reporting anyserious deficiencies to Senior Management.2.6.2 • Assessment by Internal AuditGroup Internal Audit and the business unit internal audit departmentsregularly review the effectiveness of the internalcontrol system through their internal control assessmentwork. It is responsible for assisting Senior Managementand the various French and international business units inexercising their responsibilities. It also provides informationor responses to all requests made by the Audit Committee ofparent company Casino, Guichard-Perrachon.The subsidiaries’ internal audit teams report to their SeniorManagement or Administration and Finance department,but also have a functional reporting line to Group InternalAudit and Group Internal Control. Group Internal Audit thereforehas a central internal audit team supported through thefunctional reporting line by local internal audit teams in Franceand abroad, comprising a total of just over one hundred andtwenty people.Group Internal Audit co-ordinates the work of the variousGroup audit departments to encourage a shared vision andworking methods, as well as collaboration on some assignmentswhere appropriate.Internal audit assignments conducted by the Group teamare set out in an annual audit plan prepared by Group InternalAudit based on the Group’s risk map, the principleof audit cycles and any major issues identified by SeniorManagement. The annual audit plan is reviewed by SeniorManagement and the Audit Committee of the parent company,who may ask for additional assignments to be incorporatedeither during the preparation of the audit plan or in thecourse of the year. Business unit internal audit departmentsdraw up their own annual audit plans which are approved bytheir senior management.The Group Internal Audit charter, approved by the AuditCommittee of parent company Casino, Guichard-Perrachon,describes the Group’s internal audit function and how it operates.This is supplemented by formal guidelines for conductingaudit assignments, which are based on the professionalstandards of the Institute of Internal Auditors (IIA).Group Internal Audit and Control reports regularly to SeniorManagement and the Audit Committee of parent companyCasino, Guichard-Perrachon, in accordance with the provisionsset out in the Internal Audit charter.2.6.3 • Monitoring by external auditorsThe Statutory Auditors are required to obtain an understandingof the organisation and operation of the Group’sinternal control procedures, to give their opinion on thedescription of the internal control and risk managementsystem for the financial reporting process, and to certifythat other information required by article L. 225-37 of theFrench Commercial Code (Code de commerce) has beenprovided. This Chairman’s report on internal control andrisk management has therefore been reviewed by theStatutory Auditors.In addition, in accordance with the law of 8 December 2008transposing the 8th European Directive into French law, theStatutory Auditors are required to have discussions withGroup Internal Audit and Control.2.6.4 • Internal control intelligenceGroup Internal Audit and Control is responsible for keepingabreast of best internal control practices developedby Groupe Casino business units and best practices in themarketplace.3. INTERNAL CONTROL OVER THE FINANCIALREPORTING PROCESSInternal control over the financial reporting process aims toprovide reasonable assurance regarding:• Compliance of published accounting and financial informationwith the applicable regulations.• Compliance with Senior Management instructions andguidance on financial reporting.• Safeguard of assets.• Prevention and detection of fraud and accounting and financialirregularities, as far as possible.

Registration document 2009 / Casino Group Corporate governanceI 215• Reliability of information circulated and used internallyfor management or control purposes, where it is used inthe preparation of published accounting and financialinformation.• Reliability of published financial statements and otherpublished information.The scope of internal control over the financial reportingprocess described below covers the parent company andall companies included in its consolidated financial statements.3.1 Monitoring the financial reporting processAspects relating to resource management and the roles ofSenior Management and the Board of Directors in monitoringand overseeing the financial reporting process are describedin sections 2.2.3 and 2.2.1 of this report.3.1.1 • General organisationEach business unit has its own accounting and finance departmentto ensure that local requirements and obligationsare properly handled. Some business units may outsourcethese activities to shared support functions. Each businessunit is responsible for organising its accounting and financefunction in accordance with the principle of segregation ofduties.Group Accounting and Management and Group FinancialManagement monitor and oversee the local departments.They also consolidate data reported by the business unitsand produce the accounting and financial information publishedby Groupe Casino.The Audit Committee reviews the annual and interim accountsin order to give an opinion to the Board of Directorson the financial statements to be published. It also reviewsthe conclusions of the Statutory Auditors on their work.For this purpose, it obtains information on and monitors theprocess for preparing the related accounting and financialinformation, ensuring that:• Appropriate control procedures have been applied, throughits review of internal audit work.• The accounts closing process has been properly carriedout.• The main accounting options chosen are appropriate.3.1.2 • Application and controlof accounting policiesThe system aims to ensure that local accounting standardsused comply with regulations and that they are available toeveryone involved in the financial reporting process.As part of the consolidation process, each business unitsends its IFRS-compliant accounts to Group Accounting andFinancial Control, including an income statement, balancesheet, cash flow statement, net cash statement and variouskey performance indicators.Group Accounting and Financial Control has produced andcirculated a Financial Reporting Guide designed to ensurethat information reported is reliable and consistent throughoutthe Group. This guide describes Group accounting policies,consolidation principles, and consolidation adjustments andentries, as well as management accounting principles andthe accounting treatment of complex transactions. All usersof the Group’s financial reporting system have received acopy of the guide.In addition, a compliance watchdog unit has been set upto assess and anticipate changes in accounting and taxregulations that may impact the Group’s accounting standards,particularly IFRSs. Any regulatory developments thathave an impact on the Group’s accounting procedures areexplained in memos.3.1.3 • ToolsThe Group’s information systems are described in section2.2.4 of this report.Each business unit has a team responsible for ensuring thatlocal information systems used for financial reporting conformto local regulations and accounting standards.Accounting and financial data, adjusted to comply withGroup standards, are reported by the business units througha single consolidation and financial reporting softwarepackage. The Group’s reporting system has a dedicatedadministrator.3.2 Financial reporting process3.2.1 • Identification of risks affecting the financialreporting processThe Management of each business unit is responsible foridentifying risks affecting the financial reporting processin order to segregate duties in the upstream accountingproduction processes. The main aim is to prevent fraud andaccounting and financial irregularities, but also to implementcontrol activities appropriate to the level of risk.3.2.2 • Control activities aimed at ensuringthe reliability of published accounting and financialinformationPreparation and consolidation of financialand accounting informationThe accounting production processes are organised with aview to providing high quality, reliable published accountingand financial information.Most consolidation adjustments are made by the businessunits. Group Accounting and Financial Control arranges trainingfor the business units in how to use the reporting systemand the Financial Reporting Guide, to guarantee high qualitydata and reliable financial and accounting information.The system checks data consistency through automaticcontrols. The local Accounting departments also check consistencyof local data and Group Accounting and FinancialControl checks consistency of consolidated data.

216 IThe reporting system incorporates a staged data validationCorporate governanceRegistration document 2009 / Casino GroupChairman’s reportINTERNAL CONTROL AND RISK MANAGEMENTprocess for information reported by business units. Eachitem of data passes through various stages, with differentrevision and processing options available at each stage.There is a set of blocking controls which must be resolvedbefore the business unit can report its data to a higher level.Group Accounting and Financial Control regularly checkschanges in the percentages of control held in subsidiariesand associates, in order to ensure that the appropriateconsolidation method is applied.As required by law, Casino, Guichard-Perrachon has twoStatutory Auditors, whose network of local audit firms mayalso be involved in auditing accounting information, includingconsolidation adjustments, produced by various Groupsubsidiaries. Their duties include verifying that the annualfinancial statements are prepared in accordance with generallyaccepted accounting principles and give a true andfair view of the Group’s results of operations for the year andits financial position and net assets at the year-end.The Group Accounting and Financial Control departmentacts as the interface with the external auditors of theGroup’s various entities. The Group’s Statutory Auditorsare appointed through a competitive tender procedure arrangedand overseen by the Audit Committee in line withthe recommendations made in the Afep-Medef corporategovernance code.• Presentations to financial analysts and investors, includingroad shows organised in France and abroad.• Annual General Meetings.• Annual reports, business reviews and sustainable developmentreports.Group Investor Relations is also involved in approving financialinformation drawn up by listed majority-controlledsubsidiaries and ensures consistency between the variouscommunication media used by the Group.Lastly, in association with the Group Legal department, itoversees compliance with laws and regulations on financialreporting, and with AMF recommendations.4. CONCLUSIONThe Casino Group takes a continuous progress approach toits internal control system to promote the systematic use ofbest practices.The Group intends to continue implementing and upgradingits internal control system against a background of ongoingdevelopments in the legal and regulatory framework. Thediversity of the Group’s business operations and geographicalscope demands ongoing monitoring of internal controlprocesses to encourage even greater standardisation.Management of external financial informationThe Investor Relations department is in charge of communicatingfinancial information to the financial community(analysts, investors, etc).The communication media used are also validated by GroupFinancial Control and Reporting prior to release.The Board of Directors is also presented with informationconcerning the publication of results or acquisition andmergers, and may make comments and proposals. This informationis, in addition, submitted to the Statutory Auditors forcomment prior to issue.Financial information is disclosed to the markets throughthe following communication channels:• Media releases.• Conference calls for quarterly releases of sales figures.• Annual and interim results presentations.

Registration document 2009 / Casino Group Corporate governanceI 217StatutoryAuditors’ ReportPREPARED IN ACCORDANCE WITH ARTICLE L. 225-235 OF THE FRENCH COMMERCIAL CODE (CODE DE COMMERCE),ON THE REPORT PREPARED BY THE CHAIRMAN OF THE BOARD OF DIRECTORSThis is a free translation into English of a report issued in French language and is provided solely for the convenience of English-speakingreaders. This report should be read in conjunction with and construed in accordance with French law and professional auditing standardsapplicable in France.In our capacity as statutory auditors of Casino, Guichard-Perrachon and in accordance with article L. 225-235 of theFrench commercial code (Code de Commerce), we herebyreport on the report prepared by the chairman of your companyin accordance with article L. 225-37 of the Frenchcommercial code (Code de Commerce) for the year endedDecember 31, 2009It is the chairman’s responsibility to prepare and submit forthe board of directors’ board’s approval a report on internalcontrol and risk management procedures implemented bythe company and to provide the other information requiredby article L. 225-37 of the French commercial code (Code deCommerce) relating to matters such as corporate governance.Our role is to:• report on the information contained in the chairman’sreport in respect of the internal control procedures relatingto the preparation and processing of the accounting andfinancial information,• confirm that the report also includes the other informationrequired by article L. 225-37 (S.A. à CA) ou L. 225-68 (S.A. àdirectoire et CS) of the French commercial code (Code deCommerce). It should be noted that our role is not to verifythe fairness of this other information.We conducted our work in accordance with professionalstandards applicable in France.Information on internal control procedures relatingto the preparation and processing of accountingand financial informationThe professional standards require that we perform thenecessary procedures to assess the fairness of the informationprovided in the chairman’s report in respect of theinternal control procedures relating to the preparation andprocessing of the accounting and financial information.These procedures consist mainly in:• obtaining an understanding of the internal control proceduresrelating to the preparation and processing of theaccounting and financial information on which the informationpresented in the chairman’s report is based andof the existing documentation;• obtaining an understanding of the work involved in thepreparation of this information and of the existing documentation;• determining if any material weaknesses in the internal controlprocedures relating to the preparation and processingof the accounting and financial information that we wouldhave noted in the course of our work are properly disclosedin the chairman’s report.On the basis of our work, we have nothing to report on theinformation in respect of the company’s internal controlprocedures relating to the preparation and processing ofthe accounting and financial information contained in thereport prepared by the chairman of the board of directors inaccordance with article L. 225-37 of the French commercialcode (Code de Commerce).Other informationWe confirm that the report prepared by the chairman of theboard of directors also contains the other information requiredby article L. 225-37 of the French commercial code (Code deCommerce).Paris and Lyon, March 10, 2010The Statutory AuditorsErnst & Young AuditCabinet Didier Kling & AssociésSylvain Lauria Daniel Mary-Dauphin Christophe Bonte Didier Kling

Corporate governanceRegistration document 2009 / Casino Group218 IAppendixBOARD OF DIRECTORS’ CHARTERThe Board of Directors has grouped together and, where appropriate,clarified and supplemented, the provisions governingits functioning in accordance with the applicable laws andregulations and the Company’s Articles of Association.For this purpose the Board has drawn up a Board of Directors’Charter which incorporates all of the Company’s corporategovernance principles and facilitates their implementation.This Charter describes the Board’s organisation structureand modus operandi, the powers and duties of the Board andthe Board Committees, and the code of conduct applicableto the Board’s members.ORGANISATION AND PROCEDURESOF THE BOARD OF DIRECTORSElection of DirectorsDirectors are elected by the shareholders for a term of threeyears and are eligible to stand for re-election.Candidates for nomination are first reviewed by the Appointmentsand Compensation Committee as describedin the sections below entitled “Committees of the Board -General provisions” and “Appointments and CompensationCommittee”.Directors are selected for the contribution they can make tothe Board’s work through their expertise, diversity of experienceand backgrounds, and commitment to the CasinoGroup’s future development.If one or more seats on the Board fall vacant between twoGeneral Meetings due to the death or resignation of directors,the Board of Directors may appoint replacement directors.Any such appointments must be ratified by shareholders atthe next General Meeting. A director appointed to replacean outgoing director stays in office for the remainder of hispredecessor’s term.Directors or permanent representatives of corporate directorswho reach the age of seventy (70) while in office are requiredto stand down at the end of their term.This age limit does not apply to directors who were previouslymembers of the Company’s Management Board.Notwithstanding the foregoing, a person over the age limitmay be elected or re-elected for a single three-year term.In any event, the number of directors or permanent representativesof corporate directors over the age of seventy (70)may not exceed one quarter of the total number of directors inoffice. Should this proportion be exceeded, the oldest directoror permanent representative shall stand down at the AnnualGeneral Meeting held to approve the financial statements forthe year in which the proportion was exceeded.The Board of Directors is responsible for ensuring that it hassufficient independent directors to comply with the recommendationsmade in the September 2002 Afep-Medef reporton corporate governance.Board meetings and decisions of the BoardThe Board of Directors meets as often as necessary in theinterests of the Company.Meetings are called by the Chairman or in the Chairman’sname by any person designated by him. If the Board has notmet for a period of over two months, a group of at least onethird of the Directors may ask the Chairman to call a meetingto discuss a particular agenda, as may the Chief ExecutiveOfficer.Meetings are held at the venue specified in the notice ofmeeting.Directors may give proxy to another director to representthem at Board meetings, provided that they clearly statetheir position concerning all the matters to be put to thevote. Directors may only hold a proxy from one other director.However, a Director taking part in a meeting by videoconferenceor telecommunications under the conditions set outbelow may not act as proxy for another Director.These provisions also apply to the permanent representativesof corporate directors.

Registration document 2009 / Casino Group Corporate governanceI 219A quorum of at least half the directors is required for themeeting to transact business. Decisions are taken by majorityvote of the directors present or represented by proxy. In theevent of a split ballot, the Chairman of the meeting has thecasting vote.As permitted by law, the Chairman of the Board may occasionallypermit Directors to participate in a meeting by videoconferenceor telecommunications, if so requested for validreasons.The videoconference or telecommunications link used mustbe technically capable of transmitting at very least the voiceof the person or persons concerned and allowing them to beproperly identified and participate effectively in the meetingthrough a continuous and simultaneous broadcast. It mustalso be able to guarantee confidentiality of the proceedings.The videoconference link must simultaneously transmit bothimage and voice and enable the person or persons attendingthe meeting by such means and those persons physicallypresent at the meeting to recognise each other.Telecommunications means the use of a telephone conferencecall system which allows those persons physicallypresent at the meeting and the person attending by telephoneto recognise, beyond any doubt, the voice of each participant.In case of doubt or poor reception, the Chairman of themeeting may decide to continue the meeting and excludethose persons attending by videoconference or telecommunicationsfor the purpose of determining the quorum and majority,provided that the quorum conditions remain fulfilled.The Chairman may also decide to suspend the director’s attendanceat the meeting if a technical malfunction means thatthe videoconference or telecommunications link can nolonger ensure total confidentiality of the proceedings.When permitting the use of videoconference or telecommunications,the Chairman of the Board must first ensure thatall members invited to attend by one of these means havethe equipment required to take part effectively in accordancewith the requisite conditions.The minutes of the meeting shall indicate the names ofthose directors attending a meeting by videoconference ortelecommunications and mention any technical disruptionor incidents which occurred during the meeting.Directors taking part in Board meetings by videoconferenceor telecommunications are deemed to be present for thepurposes of calculating the quorum and majority, except forthe following matters:• Appointment and compensation of the Chairman of theBoard, the Chief Executive Officer or the Chief OperatingOfficers.• Removal of the Chief Executive Officer or the Chief OperatingOfficers.• Approval of the annual and interim financial statements ofthe Company and the Group, together with the accompanyingreports.Furthermore, the Chairman may permit a director to takepart in meetings via any other telecommunication medium.In this case, however, the director concerned shall not bedeemed present for the purpose of calculating the quorumand majority.The Board of Directors may also permit persons other thanthe directors to attend its meetings, in a consultative capacityonly.An attendance register is drawn up and signed by those directorsattending a Board meeting.Directors attending a meeting by videoconference or telecommunicationsare certified as present on the attendanceregister by the Chairman.Minutes of Board meetingsBoard resolutions are recorded in minutes signed by theChairman of the meeting and at least one of the directorspresent. Minutes are approved at the next Board meetingand a draft copy is sent to all directors in advance.The minutes shall indicate whether or not a videoconferenceor telecommunications link was used, list those directorswho participated by those means, and mention any technicalincidents which occurred during the meeting.Copies or extracts of the minutes may be validly certifiedby the Chairman of the Board, the Chief Executive Officer,a Chief Operating Officer, the director temporarily acting asChairman, or a duly empowered representative.Directors’ feesThe Board of Directors may receive annual directors’ fees,as voted by the shareholders at the Annual General Meetingpursuant to Article 22-I of the Articles of Association.The total fee voted by shareholders is allocated by the Boardof Directors, on the proposal or recommendation of theAppoin tments and Compensation Committee, on the followingbasis:• A fixed sum allocated to each director.• A variable sum based on attendance at Board meetings.Directors may also receive additional fixed fees for theirspecific experience or for special tasks undertaken at theBoard’s request.The Board of Directors fixes the amount of any other compensationpayable to the Chairman and Vice Chairman orChairmen. It may also allocate exceptional compensation forspecial assignments or mandates entrusted to its members.Each director, whether a natural person, legal entity orpermanent representative, undertakes to hold a number ofshares in the Company equivalent to the sum of at least oneyear’s directors’ fees. Shares held to meet this requirementmust be held in registered form.Pursuant to the provisions of Article L. 228-17 of the FrenchCommercial Code (Code de commerce), directors or permanentrepresentatives may not hold preferred non-votingshares.

220 IAppendixBOARD OF DIRECTORS’ CHARTERCorporate governanceRegistration document 2009 / Casino GroupAUTHORITY AND POWERSOF THE BOARD OF DIRECTORSRole and powers of the Board of DirectorsUnder the provisions of Article L. 225-35 of the French CommercialCode (Code de commerce):“The Board of Directors is responsible for defining the Company’sbroad strategic objectives and for their implementation.Except for those powers expressly vested in the shareholdersin General Meeting, the Board of Directors considers anddecides on all matters related to the Company’s operations,subject to compliance with the corporate purpose.”The Board of Directors also decides whether to combine orseparate the positions of Chairman of the Board and ChiefExecutive Officer. Where the positions are separated, the ChiefExecutive Officer must be an individual but is not required tobe a director.The Board of Directors exercises the powers vested in it bylaw and the Company’s Articles of Association. To exercisethese powers, it has a right of information and communicationand may be assisted by Committees of the Board.Powers vested in the Board of DirectorsThe Board of Directors reviews and approves the annual andinterim financial statements of the Company and the Group,as well as the management reports on the operations andresults of the Company and its subsidiaries. It also approvesbudgets and forecasts.It calls shareholders’ meetings and may carry out shareholderapprovedsecurities issues.Matters requiring the Board of Directors’prior authorisationIn addition to the issue of guarantees and security interestsand related-party agreements governed by Article L. 225-38of the French Commercial Code (Code de commerce), whichby law require the Board’s prior authorisation, the Boardof Directors has decided, as an internal rule, that its priorauthorisation must be obtained for certain managementtransactions due to their nature or if they exceed a unit valueof €200 million, as specified in the paragraph below entitled“Senior Management”.Accordingly, the Board’s authorisation is required for alltransactions that are likely to affect the strategy of the Companyand its subsidiaries, their financial position or scope ofbusiness, such as the signature or termination of commercialagreements likely to materially influence the Group’s futuredevelopment.In this respect, the Board has also granted certain blanketdelegations of authority, renewable each year, which aredescribed in the paragraph below entitled “Senior Management”.Right of information and communicationThe Board of Directors carries out all the verifications andcontrols it deems necessary and at the times it deems appropriate.The Chairman or Chief Executive Officer is responsiblefor providing all directors with the documents and informationthey need to fulfil their role and duties.Prior to each Board meeting, directors receive all the informationthey require to prepare for the agenda items, providedsuch information is available and sufficiently complete.The Chief Executive Officer reports to the Board of Directorson the following at least once every quarter:• Operations of the Company and its main subsidiaries includingsales and earnings figures.• Debt and the credit lines available to the Company and itsmain subsidiaries.• Headcount data for the Company and its main subsidiaries.The Board of Directors also reviews the Group’s off-balancesheet commitments at least once every six months.Chairman of the Board of DirectorsThe Chairman of the Board organises and leads meetings ofthe Board and reports to shareholders on the Board’s workat the General Meeting. He is responsible for ensuring thatthe Company’s corporate governance structures functioncorrectly and, more particularly, that the directors are capableof fulfilling their duties.The Chairman also prepares a report to shareholders, inaddition to the Management Report, on the Company’scorporate governance and internal control/risk managementsystems, particularly regarding the financial reportingprocess. This report indicates any restrictions placed by theBoard of Directors on the Chief Executive Officer’s powers.If the Company voluntarily refers to a corporate governancecode drawn up by an accredited body or organisation, thereport also indicates any provisions that are not applied andthe reasons why. It indicates where a copy of the code maybe obtained. If the Company does not voluntarily refer tosuch a corporate governance code, the report describes theCompany’s corporate governance practices over and abovethe legal requirements and explains why a reference code isnot used. The report also describes any special conditionsregarding shareholder attendance at general meetings orrefers to the provisions of the articles of association wheresuch conditions can be found. The report sets out the principlesand rules set by the Board of Directors to determine thecompensation and benefits paid to executive officers andrefers to disclosure of the information required by articleL. 225-100-3 of the French Commercial Code (Code de commerce).Thereport is approved by the Board of Directors andpublished.

Registration document 2009 / Casino Group Corporate governanceI 221The Chairman is elected for a period not exceeding his termof office as director. If the Chairman reaches the age of 70while in office, he is required to stand down at the end ofthat term.In the event of the Chairman’s temporary unavailability ordeath, the Board of Directors may appoint another directoras acting Chairman. In the case of temporary unavailability,the acting Chairman is appointed for a fixed period, whichmay be renewed. In the case of death, the acting Chairman isappointed until such time as a new Chairman is elected.Senior ManagementBy virtue of article L. 225-56 of the French CommercialCode (Code de commerce), the Chief Executive Officer hasfull powers to act in all circumstances in the name of theCompany within the limits of its corporate purpose, andexcept for those powers vested by law in the Board of Directorsor in the shareholders in a General Meeting. The ChiefExecutive Officer represents the Company in its dealingswith third parties.However, at its meetings of 4 September 2003, 13 October2006 and 8 November 2007, the Board of Directors decided,as an internal rule, that the Chief Executive Officer mustobtain the Board’s prior authorisation for the following:• Transactions that are likely to affect the strategy of theCompany and its subsidiaries, their financial position orscope of business, such as the signature or termination ofindustrial and commercial agreements likely to materiallyinfluence the Group’s future development.• Transactions representing over two hundred million euros(€200,000,000), including but not limited to:- Investments in securities and immediate or deferred investmentsin any company or business venture.- Sales of assets, rights or securities, in exchange for securitiesor a combination of securities and cash.- Acquisitions of real property or real property rights.- Purchases or sales of receivables, acquisitions or divestmentsof goodwill or other intangible assets.- Issues of securities by directly or indirectly controlledcompanies.- Granting or obtaining loans, borrowings, credit facilitiesor short-term advances.- Agreements to settle legal disputes.- Disposals of real property or real property rights.- Full or partial divestments of equity interests.- Granting security interests.This €200 million ceiling does not, however, apply to financelease transactions relating to buildings and/or equipment,for which the maximum aggregate authorised amount is setat €300 million per year.These provisions apply to transactions carried out directly bythe Company and by all entities controlled directly or indirectlyby the Company, except for intragroup transactions.The Board of Directors may grant the Chief Executive Officerauthority to carry out the following transactions, up to a maximumaggregate limit set on an annual basis:• Guarantees and security interestsThe Chief Executive Officer may issue guarantees or othersecurity interests to third parties in the Company’s name,subject to a maximum annual limit of €400 million and amaximum limit per commitment of €200 million.• Loans, confirmed credit lines, short term credit facilitiesand all financing agreementsThe Chief Executive Officer may negotiate and/or renewor extend loans, confirmed credit lines, short-term creditfacilities and all syndicated and non-syndicated financingagreements subject to a maximum annual limit of €2 billionand a maximum limit per transaction of €400 million.• Issuance of bonds and other debt securitiesThe Chief Executive Officer may issue bonds or any debtsecurities other than commercial paper, under the EMTNprogramme or otherwise, subject to a ceiling of €2 billion,determine the terms and conditions of any such issue andcarry out all related market transactions.The Chief Executive Officer may issue commercial papersubject to a ceiling of €800 million.The Chief Executive Officer may delegate all or some ofthese powers, except the power to issue bonds or other debtsecurities. He is required to report regularly to the Board ofDirectors on their utilisation.These provisions apply to transactions carried out directlyby the Company and by all entities controlled directly orindirectly by the Company.The Chief Executive Officer’s term of office is set by theBoard of Directors at its discretion, but may not exceedthree years. If the Chief Executive Officer reaches the ageof 70 while in office, he is required to stand down at theend of that term.In the event of the temporary unavailability of the ChiefExecutive Officer, the Board of Directors shall appoint anacting Chief Executive Officer until such time as the ChiefExecutive Officer is able to resume his duties.At the proposal of the Chief Executive Officer, the Boardof Directors may appoint up to five individuals as ChiefOperating Officers to assist the Chief Executive Officer inhis duties.In agreement with the Chief Executive Officer, the Board ofDirectors determines the scope and duration of the powersto be vested in the Chief Operating Officers. However, theyhave the same powers as the Chief Executive Officer indealings with third parties.

222 IAppendixBOARD OF DIRECTORS’ CHARTERCorporate governanceRegistration document 2009 / Casino GroupThe Chairman, if he is also Chief Executive Officer, the ChiefExecutive Officer and each of the Chief Operating Officersmay delegate their powers to carry out one or severalspecific transactions or categories of transaction.COMMITTEESCommittees of the Board – General provisionsUnder Article 19-III of the Company’s by-laws, the Board ofDirectors may establish one or more specialised committees,appoint the members thereof, and specify their role and responsibilities,under its oversight and authority. The Board ofDirectors may not delegate to these Committees any powersthat are specifically vested in the Board of Directors eitherby law or under the Company’s by-laws. Each committeereports on its work at the next Board meeting.The Committees comprise at least three members, whomust be directors, permanent representatives of corporatedirectors or non-voting directors, appointed by the Board.Members are appointed on a purely personal basis and maynot be represented by proxy.Their term of office is set by the Board of Directors and maybe renewed.The Board of Directors appoints a Chairman of each Committee,for a period that may not exceed that person’s termof office as a Committee member.Each Committee decides how often it will meet and may inviteanyone it deems appropriate to attend meetings.Minutes are prepared after each Committee meeting, unlessspecifically provided otherwise, under the authority of theCommittee Chairman. Such minutes are sent to all Committeemembers.The Committee Chairman reports to the Board of Directorson the Committee’s work.The work carried out by each Committee is described in theCompany’s annual report. The Committees are responsiblefor making proposals or recommendations and giving theiropinion in their specific area of expertise. To this end, theymay conduct or commission any research or studies likely toassist the Board of Directors in its decisions.Committee members receive fees allocated by the Board ofDirectors on the recommendation of the Appointments andCompensation Committee.The Board of Directors is currently assisted by two committees:the Audit Committee and the Appointments and CompensationCommittee.Audit CommitteeThe Audit Committee is responsible for reviewing the annualand interim financial statements, together with the accompanyingreports, before they are submitted to the Board ofDirectors for approval.As part of this process the Committee holds discussions withthe Statutory Auditors and reviews their audit reports andconclusions.The Audit Committee reviews and gives its opinion on candidatesfor appointment as Statutory Auditors of the companyand its subsidiaries.It verifies the independence of the Statutory Auditors, withwhom it has regular contact. It also reviews overall relationsbetween the Statutory Auditors and the company and itssubsidiaries and gives its opinion on their fees.The Audit Committee periodically reviews the internal controlsystems, and more generally the audit, accounting andmanagement procedures of the company and the Group,through discussions with the Chief Executive Officer, internalaudit teams and the Statutory Auditors. It provides an interfacebetween the Board of Directors, the Statutory Auditorsof the company and its subsidiaries, and the internal auditteams.The Committee also deals with any facts or events which mayhave a significant impact on the position of Casino, Guichard-Perrachon or its subsidiaries in terms of commitments and/or risks. It ensures that the company and its subsidiaries haveeffective internal audit, accounting and legal functions toprevent risks and management errors.The Audit Committee has at least three members appointedfrom among those directors with finance and managementexperience.It meets at least three times a year at the initiative of its Chairman,who may also arrange any additional meetings requiredby the circumstances.The Audit Committee may invite opinions from any personsof its choice belonging to the support functions of thecompany and its subsidiaries. It may call upon any outsideconsultant or expert it deems appropriate to assist in itsduties.The Committee reports to the Board of Directors on its work,research and recommendations. The Board of Directors hasabsolute discretion to decide whether or not to act on suchrecommendations.The Audit Committee has a charter, approved by the Boardof Directors, describing its organisation, operation, expertiseand responsibilities.Appointments and Compensation CommitteeThe role of the Appointments and Compensation Committeeis to:• Prepare the groundwork for fixing the compensation of theChief Executive Officer and, where applicable, the ChiefOperating Officers, and to propose qualitative and quantitativecriteria for determining any performance-relatedcomponent.• Assess all other benefits or emoluments to be received bythe Chief Executive Officer and, where applicable, the ChiefOperating Officers.

Registration document 2009 / Casino Group Corporate governanceI 223• Review proposals for allocating stock options and/or sharegrants to managers and other Group employees in order toenable the Board of Directors to set the total and/or individualnumber of options or shares to be allocated and therelated terms and conditions.• Review the composition of the Board of Directors.• Examine candidate applications for election to the Board,in light of each candidate’s business experience, expertiseand economic, social and cultural representativeness.• Examine candidate applications for the position of ChiefExecutive Officer and, where applicable, Chief OperatingOfficer.• Obtain all useful information concerning recruitment methods,compensation and status of senior executives of thecompany and its subsidiaries.• Make proposals and give opinions on directors’ fees and anyother compensation or benefits to be paid to the directorsand non-voting directors.• Review the relationships between the directors and thecompany or its subsidiaries to ensure that there is nothingwhich could interfere with their freedom or judgement orpotentially lead to a conflict of interest.• Organise regular assessments of the Board of Directors’performance.The Committee has at least three members and meets atleast twice a year at the initiative of its Chairman, who mayalso arrange any additional meetings required by the circumstances.In association with the Chief Executive Officer, the Appointmentsand Compensation Committee works closely withthe Group Human Resources and Finance departments, andmay call upon any outside consultant or expert it deemsappropriate to assist in its duties.It reports to the Board of Directors on its work, research andrecommendations and the Board has absolute discretion todecide whether or not to act on such recommendations.NON-VOTING DIRECTORSNon-voting directorsThe shareholders may appoint non-voting directors, whomay be natural persons or legal entities, from among theshareholders. The Board of Directors may appoint a nonvotingdirector subject to ratification at the next shareholders’meeting.The number of non-voting directors may not exceed five. Theyare elected for a term of three years and may be re-elected.A non-voting director reaching the age of 80 while in office isrequired to stand down at the Annual General Meeting heldto approve the financial statements for the year in which thisage limit was reached.Non-voting directors attend Board meetings in a consultativecapacity only.They may receive attendance fees, the total aggregateamount of which is fixed by ordinary resolution of theshareholders and remains unchanged until a further decisionof the shareholders. Attendance fees are allocatedamong the non-voting directors at the discretion of theBoard of Directors.DIRECTORS’ CODE OF CONDUCTPrinciplesThe Company’s directors must be able to exercise their dutiesin compliance with the rules of independence, businessethics and integrity.In line with good corporate governance practices, directorsexercise their duties in good faith in the manner they considermost appropriate to promote the interests of the companyand with the care that would be expected of a normally prudentperson in such circumstances.The directors undertake to maintain their freedom of analysis,judgement, decision and action at all times, and to withstandany direct or indirect pressure that may be brought to bearon them.Duty of informationBefore accepting office, directors must familiarise themselveswith all legal and regulatory requirements concerningtheir position and with any provisions specific to the companyset out in its by-laws and this charter.Protection of the Company’s interestsConflicts of interestDirectors must act in all circumstances in the best interestsof the company.They undertake to ensure that the company’s decisions donot favour one particular class of shareholder over another.The directors shall advise the Board of any actual or potentialconflict of interest in which they might be directly or indirectlyinvolved and in such a case shall abstain from voting on theissues concerned.Control and assessment of the Boardof Directors’ performanceDirectors must pay careful attention to the allocation andexercise of powers and responsibilities among the company’scorporate governance structures.They must ensure that no person can exercise uncontrolleddiscretionary power over the Company, and that the Committeesof the Board of Directors operate properly.The Board of Directors reviews its performance once a year.

224 IAppendixBOARD OF DIRECTORS’ CHARTERCorporate governanceRegistration document 2009 / Casino GroupSelf-assessments are also organised regularly by the Appointmentsand Compensation Committee on the instructions ofthe Chairman of the Board.Presence of directorsDirectors must devote the appropriate time and attention totheir duties. They shall, as far as possible, attend all Boardmeetings, shareholders’ meetings and meetings of anyCommittees of which they are members.Dealing in the Company’s sharesIn accordance with Article L. 621-18-2 of the French Monetaryand Financial Code (Code monétaire et financier) andArticle L. 222-14 of the General Regulations of the Autoritédes Marchés Financiers (AMF), each individual and corporatedirector is required to disclose to the AMF all purchases,sales, subscriptions or exchanges of the company’s sharesin excess of a cumulative amount per calendar year ofÄ5,000. This formality must be carried out within five tradingdays of the transaction date. Disclosable transactionsinclude purchases and sales of derivative instruments andacquisitions of shares on exercise of stock options, evenwhen the acquired shares are not sold immediately.This requirement also applies to persons who have closepersonal ties with any members of the Board of Directors,defined as a director’s spouse or partner, dependent children,or any trust or partnership that is managed and/or controlled,directly or indirectly, by a director or by any person who hasclose personal ties with a director.All shares in the company held by directors must be registeredshares. Directors must also advise the company of thenumber of shares they hold at each year-end and at the timeof any capital transactions.Inside informationInformation received by directors is governed by the provisionsof Article L. 465-1 of the French Monetary and FinancialCode (Code monétaire et financier), Articles 611-1 to 632-1of the AMF’s General Regulations and European CommissionRegulation 2773/2003 on inside information and insidertrading.If the Board of Directors receives specific confidential informationwhich, if published, could have a significant impacton the share price of the Company, one of its subsidiaries orassociates, directors must not disclose such information tothird parties until it has been made public.Directors shall also refrain from dealing in the company’sshares during the “closed period” of fifteen days prior topublication of the company’s annual and interim financialstatements.In accordance with new legal and regulatory requirementsconcerning inside information, each director has been registeredon the Company’s list of people who have permanentaccess to inside information.The directors have been advised of their inclusion in this listand have been provided with a summary of their duties concerninginside information and the penalties for breachingsuch duties.ADOPTION OF THE BOARD OF DIRECTORS’CHARTERThis Charter was approved for the first time by the Board ofDirectors at its meeting of 9 December 2003, and the mostrecent update was validated on 27 August 2008.ConfidentialityDirectors, and any other persons attending Board meetings,are bound by a general duty of confidentiality with regard tothe proceedings of Board meetings or meetings of Committeesof the Board.Non-public information received by directors in their capacityas Board members is given on a personal basis. Suchinformation must be kept strictly confidential and must notbe disclosed under any circumstances. These provisionsalso apply to representatives of corporate directors, and tonon-voting directors.

Registration document 2009 / Casino Group Annual General MeetingI 225Annual GeneralMeeting226. Report of the Board of Directors on Extraordinary Business229. Statutory Auditors’ Reports on extraordinary business232. Ordinary resolutions235. Extraordinary resolutions

Annual General Meeting226 IReport of the BoardRegistration document 2009 / Casino Groupof Directorson Extraordinary BusinessAUTHORISATION TO ISSUE SHARESAND SHARE EQUIVALENTSPursuant to the amendments to the regulations on the issuanceof securities by way of private placement, the Board ofDirectors is seeking a fifteen-month authorisation to issue,without pre-emptive subscription rights, securities carryingrights to shares or debt securities of the Company to thosepersons referred to in Article L. 411-2 II of the French Monetaryand Financial Code (Code monétaire et financier), up to amaximum of 10% of the share capital per year and at anissue price based on the weighted average quoted price forthe three trading days preceding the issue pricing date, witha maximum discount of 5%.The aggregate par value of securities issued pursuant to thisauthorisation will be included in the overall maximum limitfor issues of debt securities or shares set in the thirty-fourthresolution passed at the extraordinary general meeting of19 May 2009.The persons referred to in Article L. 411-2 II of the FrenchMonetary and Financial Code (Code monétaire et financier)will be determined by the Board of Directors.AUTHORISATION TO GRANT STOCK OPTIONSThe authorisations given to the Board of Directors to grantstock options to employees and officers of the Company andof entities in which the Company holds at least 10% of thecapital or voting rights, directly or indirectly, expire at theannual general meeting. The Board of Directors is seeking athirty-eight month renewal of these authorisations in orderto pursue its policy of incentivising and rewarding employeesand executive officers of the Company or related companies.Executive directors of Casino, Guichard-Perrachonare not entitled to receive stock options.The total number of shares issued on exercise of optionson new shares may not exceed 5% of the total number ofshares outstanding on the grant date, not including optionspreviously granted but not yet exercised.The total number of shares allotted on exercise of optionson existing shares may not exceed 10% of the total numberof ordinary shares outstanding on the grant date, taking intoaccount options previously granted but not yet exercised.In the case of options on new shares, the exercise price maynot be less than the average of the opening prices quotedduring the twenty trading days preceding the option grantdate. In the case of options on existing shares, the exerciseprice may not be less than the average price paid for theshares bought back by the Company pursuant to ArticlesL. 225-208 and L. 225-209 of the French Commercial Code(Code de commerce).The life of the options may not exceed seven years.ISSUE OF NEW SHARES OR ALLOTMENTOF EXISTING SHARES TO EMPLOYEESIn the fifteenth resolution, pursuant to article L. 225-129-6of the French Commercial Code (Code de commerce), theBoard is seeking a fifteen month authorisation to issueshares to Group employees in accordance with ArticlesL. 3332-18 et seq. of the French Labour Code (Code du travail).The issue price will be set in accordance with the provisionsof Article L. 3332-19 of the French Labour Code (Code dutravail), that is by reference to the average quoted shareprice during the twenty trading days preceding the date onwhich the subscription opening date was set, less a discountof up to 20% or 30% if the lock-up period under the plan is tenyears or more. The Board will also be authorised to allocateexisting shares bought back on the market in accordancewith Article L. 225-209 of the French Commercial Code (Codede commerce). The number of shares issued or sold pursuantto this authorisation may not exceed 5% of the total number ofshares outstanding at the time of issue or sale. The shareholderswill be asked to waive their pre-emptive rights in favourof the Group’s employees, directly or through employeeshare ownership plans.MERGER-ABSORPTION OF VIVERAs part of the continuing drive to simplify the Group’s structure,the Board is proposing that the Company absorbs itssubsidiary Viver.

Registration document 2009 / Casino Group Annual General MeetingI 227ViverViver owns shares in Distribution Casino France and Casino Carburants received in consideration for the contribution on 30November 2009 of, respectively, a supermarket at Vinon sur Verdon, in southern France, and the service station business atthe same site.Casino, Guichard-Perrachon owns 2,499 actions of the 2,500 shares comprising Viver’s share capital.Valuation of the assets and liabilities transferredThe substance of the assets and liabilities to be transferred and the financial terms and conditions of transfer were determinedon the basis of the financial statements at 31 December 2009. Consequently, all transactions involving either assetsor liabilities carried out by the absorbed subsidiary since 1 January 2010 will be deemed to have been carried out by theCompany.Viver is controlled by Casino, Guichard-Perrachon. Accordingly, as required by Comité de la Réglementation Comptablestandard CRC 2004-01 of 4 May 2004 on accounting for mergers and similar transactions, all assets and liabilities must betransferred at their net book value.The net assets transferred by Viver amount to:Assets transferred €6,728,737.82Liabilities transferred (-) €1,681,928.63Net assets transferred (=) €5,046,809.19Consideration paid to minority shareholdersTo determine the exchange ratios, comparisons were carried out based on several criteria, including restated net asset value,net earnings and cash flow.Restated net asset value is a traditional valuation criterion, but to be meaningful, the assets compared must be of a comparablestructure. Although it gives a fair idea of the value of the absorbed company, it does not adequately reflect the intrinsicvalue of the absorbing company, for which share price is a more appropriate measure. Consequently, the net asset value pershare of the absorbed company was compared with Casino’s 2009 weighted average share price.Profitability criteria such as net earnings and cash flow are supplementary indicators. Net earnings provides a good indicationof the company’s ability to remunerate its shareholders, while cash flow gives an indication of the company’s abilityto finance its future growth.Dividend payment was not used as a criterion, as the absorbed company has a totally different dividend policy from theabsorbing company. Revenue was not used either, as it is totally incomparable.For the absorbing company, the figures used are consolidated data adjusted for minority interests.The table below shows the results of these comparisons:Total values2009 data in euros Viver CasinoRestated net asset value 5,919,657 –Net earnings 6,294,703 (1) 591,025,000 (2)Cash flow (43,998) 1,291,797,000Number of shares 2,500 110,360,987(1) Net earnings primarily comprise capital gains on contributions of supermarket and service station businesses and is not representative of thecompany’s activity.(2) Net profit attributable to equity holders of the parent.

228 IPer share valuesAnnual General MeetingRegistration document 2009 / Casino GroupReport of the Board of Directorson Extraordinary Business2009 data in euros Viver CasinoNet assets transferred/Casino share price 2,367.86 51.05 (1)Net earnings 2,517.88 5.35Cash flow (17.60) 11.70(1) Casino’s weighted average share price in 2009.Exchange ratiosViverExchange ratioCasinoDiscount/premiumNet assets transferred/Casino share price 46.38 (0.82)%Net earnings 470.63 NSCash flow – –As the profitability and cash flow criteria are not representative for Viver, the only criterion used was net assets transferred/Casino share price.The table below shows the number of shares to be exchanged for Casino ordinary shares, the exchange ratios proposed andthe number of ordinary shares to be issued, based on the above information.Number of sharesto be exchanged1Exchange ratio46 Casino sharesfor 1 Viver shareNumber of Casino sharesto be issued46This exchange ratio results in a very minor dilution for Casino, Guichard-Perrachon shareholders.The Company’s share capital will be increased by €70.38 via the issuance of 46 shares each with a par value of €1.53, with atotal merger premium of €1,948.34.Michel Tamet, the accountant appointed by the presiding judge of the Saint-Etienne commercial court to value the transactions,has verified that the relative values attributed to the shares in the companies involved were appropriate and that theexchange ratio was fair. He also assessed the value of the net assets transferred by the absorbed company. His reports areavailable for inspection by the shareholders as required by law.Revision of the by-laws to reflect recent laws and regulations.The Board is proposing to revise the by-laws to reflect recent laws and regulations on:• Attendance at shareholders’ meetings by electronic communication media. The regulations now permit electronic mail orproxy voting, particularly via the Internet, providing that the shareholder can be properly identified.These regulations cannot be applied without amending article 25 of the by-laws.• Revision to article L. 225-124 of the French Commercial Code (Code de commerce). The transfer of double voting rights inthe case of inheritance, division of estate between divorcing spouses or gifts inter vivos to a spouse or another person of aneligible degree of relationship has now been extended to include the merger or demerger of a shareholding company.Consequently, Article 28 of the by-laws needs to be amended accordingly.

Registration document 2009 / Casino Group Annual General MeetingI 229Statutory Auditors’ Reportson extraordinary businessThis is a free translation into English of a report issued in French language and is provided solely for the convenience of English-speakingreaders. This report should be read in conjunction with and construed in accordance with French law and professional auditing standardsapplicable in France.STATUTORY AUDITORS’ SPECIAL REPORT ON THE ISSUANCE OF SHARES AND DIFFERENTSECURITIES GIVING ACCESS TO THE SHARE CAPITAL12th resolutionIn our capacity as statutory auditors of your Company andin compliance with articles L. 225-135 etc. of the FrenchCommercial Code (Code de commerce), we hereby report onthe proposed authorizations allowing your Board of Directors,with the capacity to subdelegate to the Chief ExecutiveOfficer or, with the CEO agreement, to one or more Chief OperatingOfficers, to resolve and issue shares and securitieswithout preferential subscription rights, in respect of partII of Article L.411-2 of French Monetary and Financial Code(Code Monétaire et Financier), giving access immediatelyor in the future to the Company’s share capital, throughthe allocation of new shares and/or existing shares or attributionof debt securities, operations upon which you arecalled to vote.Your Board of Directors proposes that, on the basis of its report,it be authorized for a period of 14 months, in accordancewith Article L. 225-129-2 of French Commercial Law (Codedu Commerce) to decide of the issuance of the instrumentspreviously described in one or several times entailing thecancellation of your preferential subscription rights in benefitof persons that are concerned by part II of of Article L. 411-2of French Monetary and Financial Code (Code Monétaire etFinancier).The amount of the increases in capital, valid immediately orin the future, will not exceed 20% of the Company’s sharecapital per year. Moreover, the amount of increases in sharecapital will be deducted from the total nominal amount ofdebt securities issued or capital increases as set out in the30th resolution approved by the shareholders’ meeting ofMay 19, 2009. If necessary, the Borad of Directors will decidethe final conditions for the issues.In accordance with Articles R. 225-113 and R. 225-114 ofFrench Commercial Code (Code de Commerce), it is the responsibilityof your Board of Directors to prepare a report.It is our responsibility to report on the fairness of the financialinformation taken from the accounts on the proposedcancellation of the preferential subscription rights, and onother specific information relating to the issue contained inthis report.We have performed the procedures which we considerednecessary to comply with the professional guidance issuedby the French national auditing body (Compagnie Nationaledes Commissaires aux Comptes) for this type of engagement.These procedures consisted in verifying the information providedin the Board of Directors’ report relating to this operationand the methods used to determine the issue price.Subject to a subsequent examination of the conditions forthe issuances that will be decided, we have nothing to reporton the methods used for determining the issue price providedin the Board of Directors’ Report.As the issue price has not yet been determined, we cannotreport on the final conditions for the issuance that would beperformed, and, consequently, on the proposed cancellationof preferential subscription rights proposed.In accordance with article R. 225-116 of the French CommercialCode (code de commerce), we will issue a supplementaryreport, if necessary, when your Board of Directorshas exercised this authorization.Lyon and Paris, March 26, 2010The Statutory AuditorsErnst & Young AuditCabinet Didier Kling & AssociésSylvain Lauria Daniel Mary-Dauphin Christophe Bonte Didier Kling

230 IStatutory Auditors’ Reportson extraordinary businessAnnual General MeetingRegistration document 2009 / Casino GroupSTATUTORY AUDITORS’ REPORT ON THE SHARE PURCHASE PLANS RESERVED FOR EMPLOYEESOR FOR CERTAIN EMPLOYEES13th resolutionIn our capacity as statutory auditors of your company and incompliance with articles L. 225-177 and R. 225-144 of theFrench commercial code (Code de Commerce), we herebyreport on the share purchase plans reserved for employeesor for certain employees of your company or companiesand groups as defined in Article L. 225-180 of the Frenchcommercial code (Code de Commerce). Executives of thecompany cannot be part of the purchase plans.It is the responsibility of the Board of Directors to prepare areport on the reasons for the stock options or share purchaseplans and on the proposed methods used to determine thesubscription or purchase price. Our role is to report on theproposed methods to determine the subscription or purchaseprice.We have performed those procedures which we considerednecessary to comply with the professional guidance issuedby the French national auditing body (Compagnie Nationaledes Commissaires aux Comptes) for this type of engagement.These procedures consisted in verifying that the methodsproposed to determine the subscription or purchase priceare included in the Board of Directors’ report (or Executive,Manager or Chairman’s report), are in accordance with legalrequirements, are easily understood by the shareholdersand do not appear manifestly inappropriate.We have no matters to report as to the methods proposed.Lyon and Paris, March 26, 2010The Statutory AuditorsErnst & Young AuditCabinet Didier Kling & AssociésSylvain Lauria Daniel Mary-Dauphin Christophe Bonte Didier KlingSTATUTORY AUDITORS’ REPORT ON THE STOCK OPTIONS PLANS RESERVED FOR EMPLOYEESOR FOR CERTAIN EMPLOYEES14th resolutionIn our capacity as statutory auditors of your company and incompliance with articles L. 225-177 and R. 225-144 of theFrench commercial code (Code de Commerce), we herebyreport on the stock options plans reserved for employees orfor certain employees of your company or companies andgroups as defined in Article L. 225-180 of the French commercialcode (Code de Commerce). Executives of the companycannot be part of the stock options plans.It is the responsibility of the Board of Directors to prepare areport on the reasons for the stock options or share purchaseplans and on the proposed methods used to determine thesubscription or purchase price. Our role is to report on theproposed methods to determine the subscription or purchaseprice.We have performed those procedures which we considerednecessary to comply with the professional guidance issuedby the French national auditing body (Compagnie Nationaledes Commissaires aux Comptes) for this type of engagement.These procedures consisted in verifying that the methodsproposed to determine the subscription or purchase priceare included in the Board of Directors’ report (or Executive,Manager or Chairman’s report), are in accordance with legalrequirements, are easily understood by the shareholdersand do not appear manifestly inappropriate.We have no matters to report as to the methods proposed.Lyon and Paris, March 26, 2010The Statutory AuditorsErnst & Young AuditCabinet Didier Kling & AssociésSylvain Lauria Daniel Mary-Dauphin Christophe Bonte Didier Kling

Registration document 2009 / Casino Group Annual General MeetingI 231STATUTORY AUDITORS’ REPORT ON THE INCREASE IN CAPITAL WITH CANCELLATIONOF PREFERENTIAL SUBSCRIPTION RIGHTS RESERVED FOR EMPLOYEES WHO ARE MEMBERSOF A COMPANY SAVINGS SCHEME15th resolutionIn our capacity as statutory auditors of Casino, Guichard-Perrachon and in compliance with Articles L. 225-135 etc. ofFrench company law (Code de Commerce), we hereby reporton the proposal to authorise your Board of Directors, with thecapacity to subdelegate in accordance with Articles L. 225-129-2 and L. 225-129-6 of French company law (Code deCommerce), to decide whether to proceed with an increasein capital by the issuing of ordinary shares, with cancellationof preferential subscription rights, reserved to the membersof a company savings scheme of Casino, Guichard-Perrachonand affiliated entities, in accordance with conditions requiredby Article L. 233-16 of French company law (Code de Commerce).This increase in capital is limited to 5% of the sharecapital of your company as of the date of the Board of Directors’decision. You are called to vote on this operation.This increase in capital is submitted for your approval in accordancewith Articles L. 225-129-6 of French company law(Code de Commerce) and L. 3332-18 of French labour law(Code du Travail).Your Board of Directors proposes that, on the basis of itsreport, it be empowered for a period of 14 months to determinethe conditions of this operation and proposes to cancelyour preferential subscription rights. If applicable, it shalldetermine the final conditions of this operation.It is the responsibility of the Board of Directors to prepare areport in accordance with articles R. 225-113 and R. 225-114of the French Commercial Code (Code de Commerce). Ourrole is to report on the fairness of the financial informationtaken from the accounts, on the proposed cancellation ofpreferential subscription rights and on other informationrelating the share issue provided in the report.We have performed those procedures which we considerednecessary to comply with the professional guidance issuedby the French national auditing body (Compagnie Nationaledes Commissaires aux Comptes) for this type of engagement.These procedures consisted in verifying the informationprovided in the Board of Directors’ (or Executive Board,Manager or Chairman‘s) report relating to this operation andthe methods used to determine the issue price.Subject to a subsequent examination of the conditions forthe increases in capital that would be decided, we have nomatters to report as to the methods used to determine theissue price provided in the Board of Directors’ report.As the issue price has not yet been determined, we cannotreport on the final conditions in which the issues would beperformed and, consequently, on the proposed cancellationof preferential subscription rights.In accordance with article R. 225-116 of the French CommercialCode (Code de commerce), we will issue a supplementaryreport, if necessary, when your Board of Directorshas exercised this authorisation.Lyon and Paris, April 2, 2010The Statutory AuditorsErnst & Young AuditCabinet Didier Kling & AssociésSylvain Lauria Daniel Mary-Dauphin Christophe Bonte Didier Kling

Annual General MeetingRegistration document 2009 / Casino Group232 IOrdinaryresolutionsFirst resolutionApproval of the Company’s financial statements for the year ended 31 December 2009Having considered the reports of the Board of Directors and the Statutory Auditors, the shareholders approve the Company’sfinancial statements for the year ended 31 December 2009 as presented, showing net profit for the year of €403,405,258.85,together with the transactions reflected or described therein.The shareholders note that the sum of €3,565,041 has been deducted from additional paid-in capital, corresponding toexpenses relating to the conversion of preferred non-voting shares into ordinary shares.The shareholders also note the transfer to retained earnings, pursuant to the resolution passed at the Annual General Meetingof 19 May 2009, of 2008 dividends on the 250,730 ordinary shares and 411 preferred non-voting shares held by the Companyon the 2 June 2009 dividend payment date, amounting to a total of €635,403.17.Second resolutionApproval of the consolidated financial statements for the year ended 31 December 2009Having considered the reports of the Board of Directors and the Statutory Auditors, the shareholders approve the consolidatedfinancial statements for the year ended 31 December 2009 as presented, showing net profit attributable to equity holders ofthe parent of €591,025 thousand.Third resolutionAppropriation of net profit and dividendHaving considered the report of the Board of Directors, the shareholders resolve to appropriate profit for the year ended31 December 2009 as follows:Net profit for the year €403,405,258.85Appropriation to the legal reserve (-) €0Retained earnings brought forward from 2008 (+) €2,355,561,985.63Profit available for distribution (=) €2,758,967,244.48First dividend (-) €8,442,615.51Additional dividend (-) €284,014,000.04Transfer to retained earnings (=) €2,466,510,628.93Each share will receive a dividend of €2.65 payable on 10 May 2010.Private shareholders who are French tax residents will be entitled to claim 40% tax relief on their dividends, in accordancewith Article 158-3-2 of the French Tax Code (Code général des impôts). They may alternatively elect for liability to the flat ratewithholding tax.Casino shares held by the Company on the dividend payment date do not qualify for a dividend and the corresponding sumswill therefore be transferred to retained earnings.

Registration document 2009 / Casino Group Annual General MeetingI 233Dividends and corresponding tax credits for the past three years were as follows:Year Class of shares Numberof sharesDividendper shareDividendeligible for 40%tax reliefDividendnot eligible for 40%tax relief• Ordinary shares• Preferred non-voting shares96,798,396 (1)15,124,256€2.15€€2.19€€2.15€2.19––2007 • Ordinary shares• Preferred non-voting shares96,992,416 (2) €2.30€15,124,256 (2) €2.34€€2.30€2.34––2008 • Ordinary shares• Preferred non-voting shares97,769,191 (3) €5.17875€ (4) €5.1787514,589,469 (3) €5.21875€ (4) €5.21875––(1) Including 112,942 ordinary shares held by the Company.(2) Including 318,989 ordinary shares and 50,091 preferred non-voting shares held by the Company.(3) Including 250,730 ordinary shares and 411 preferred non-voting shares held by the Company.(4) At the annual general meeting of 19 May 2009, the shareholders voted to distribute a cash dividend of €2.53 per ordinary share and €2.57 perpreferred non-voting share, plus an additional dividend in the form of Mercialys shares on the basis of one Mercialys share for eight ordinary orpreferred non-voting Casino shares. The per share value of the Mercialys stock dividend is equal to 1/8th of the Mercialys share price on 2 June2009, i.e. €2.64875.Fourth resolutionRelated party agreementsHaving considered the Statutory Auditors’ report on agreements governed by Article L. 225-38 of the French CommercialCode (Code de commerce), the shareholders approve the said report and the agreements described therein.Fifth resolutionAuthorisation to implement a share buyback programmeHaving considered the Board of Directors’ report, the shareholders authorise the Board to buy back the Company’s shares inaccordance with the provisions of Articles L. 225-209 et seq. of the French Commercial Code (Code de commerce), notably forthe following purposes:• To maintain a liquid market in the Company’s shares through market-making transactions carried out by an independentinvestment services provider acting on the Company’s behalf under a liquidity contract that complies with a code of ethicsapproved by the Autorité des Marchés Financiers.• To allocate shares (i) on exercise of stock options granted by the Company pursuant to Articles L. 225-177 et seq. of the FrenchCommercial Code (Code de commerce), (ii) under an employee stock ownership plan governed by Articles L. 3332-1 et seq. ofthe French Labour Code (Code du travail) or (iii) in connection with share grants governed by Articles L. 225-197-1 et seq. of theFrench Commercial Code (Code de commerce).• To allot shares upon exercise of rights attached to securities redeemable, convertible, exchangeable or otherwise exercisablefor shares.• To keep shares for subsequent delivery in payment or exchange for shares of another company in accordance with marketpractices approved by the French securities regulator (Autorité des Marchés Financiers).• To cancel shares in order to increase earnings per share.• To implement any other market practices authorised in the future by the French securities regulator (Autorité des MarchésFinanciers) and, generally, to carry out any transaction allowed under current legislation.The shares may be purchased, sold, transferred or exchanged by any method, including through block trades or other transactionscarried out on the regulated market or over-the counter. The authorised methods include the use of any derivativefinancial instruments traded on the regulated market or over-the-counter and of option strategies, on the basis authorisedby the competent securities regulators, provided that the use of such instruments does not significantly increase the shares’volatility. The shares may also be used for stock lending transactions in accordance with Articles L. 432-6 et seq. of theFrench Monetary and Financial Code (Code monétaire et financier).The maximum authorised purchase price is one hundred euros (€100) per share.

234 IThe use of this authorisation may not have the effect ofAnnual General MeetingRegistration document 2009 / Casino GroupOrdinary resolutionsincreasing the number of shares held in treasury to morethan 10% of the total number of shares outstanding. Basedon the number of shares outstanding on 28 February 2010,less the 475,924 shares held in treasury at that date, andassuming that the shares held in treasury are not cancelledor sold, the maximum limit is 10,560,174 shares. The maximumamount that may be invested in the share buybackprogramme is therefore €1,056.02 million. Where treasuryshares have been purchased under a liquidity contract, thenumber of treasury shares taken into account to calculatethe 10% maximum limit referred to above corresponds tothe number of shares purchased less the number of sharesresold under the liquidity contract during the period of theauthorisation.This authorisation is given for a period of eighteen months. Itcancels and supersedes the authorisation given in the fifthresolution at the Annual General Meeting of 19 May 2009.The Company may use this resolution and continue its sharebuyback programme even in the event of a public offer forthe Company’s shares or other securities or a public offerinitiated by the Company.The shareholders accordingly give full powers to the Boardof Directors to place any and all buy and sell orders, enterinto any and all contracts notably for the keeping of registersof share purchases and sales, make any and all filingswith the Autorité des Marchés Financiers, carry out all otherformalities, and generally do everything necessary. Thesepowers may be delegated by the Board.Sixth resolutionRatification of the appointmentof Pierre Giacometti as non-voting directorThe shareholders ratify the Board’s appointment on 3 March2010 of Pierre Giacometti’s appointment as non-votingdirector for a term of three years expiring at the AnnualGeneral Meeting to be held in 2013 to approve the financialstatements for the year ended 31 December 2012.Eighth resolutionAppointment of Ernst & Young et Autresas statutory auditorThe shareholders appoint Ernst & Young et Autres as statutoryauditor for a term of six years expiring at the Annual GeneralMeeting held in 2016 to approve the financial statements forthe year ended 31 December 2015.Ninth resolutionAppointment of Deloitte & Associésas statutory auditorThe shareholders appoint Deloitte & Associés as statutoryauditor for a term of six years expiring at the Annual GeneralMeeting held in 2016 to approve the financial statements forthe year ended 31 December 2015.Tenth resolutionAppointment of Auditex as alternate statutoryauditor to Ernst & Young et AutresThe shareholders appoint Auditex as alternate statutory auditorto Ernst & Young et Autres for a term of six years expiringat the Annual General Meeting held in 2016 to approve thefinancial statements for the year ended 31 December 2015.Eleventh resolutionAppointment of Beas as alternate statutoryauditor to Deloitte & AssociésThe shareholders appoint Beas as alternate statutory auditorto Deloitte & Associés for a term of six years expiring at theAnnual General Meeting held in 2016 to approve the financialstatements for the year ended 31 December 2015.Seventh resolutionFee allocated to the non-voting directorThe shareholders authorise the Board of Directors to set thefee payable to the non-voting director, which will be deductedfrom the total amount of annual directors’ fees allocatedto the Board members.

Registration document 2009 / Casino Group Annual General MeetingI 235ExtraordinaryresolutionsTwelfth resolutionAuthorisation to be given to the Board of Directorsto issue shares and securities with rights to newor existing shares of the Company or to debtsecurities, without pre-emptive subscription rightsfor existing shareholders, by way of placementwith the persons referred to in article L. 411-2 II ofthe French Monetary and Financial Code(Code monétaire et financier)Having considered the reports of the Board of Directorsand the Statutory Auditors and in accordance with ArticlesL. 225-129, L. 225-135 and L. 225-136 of the French CommercialCode (Code de commerce), the shareholders authorisethe Board of Directors and, by delegation, the ChiefExecutive Officer or, with the latter’s agreement, one or severalChief Operating Officers, to issue, without pre-emptivesubscription rights for existing shareholders, shares orsecurities carrying immediate or deferred rights to shares,debt securities or existing shares of the Company or existingshares of any company in which it directly or indirectly holdsmore than 50% of the share capital. The authorisation maybe used on one or several occasions to carry out issues inFrance or abroad, in euros or in foreign currency, by way ofplacement with the persons referred to in Article L. 411-2 IIof the French Monetary and Financial Code (Code monétaireet financier). The timing and amounts of such issues shallbe determined by the Board. The rights to shares may beexercisable for new or existing shares or a combination ofboth. The subscription price may be paid in cash or settledby capitalising debt.The shareholders resolve as follows:• The securities carrying immediate or deferred rights toshares, debt securities of the Company or existing sharesof a company in which the Company directly or indirectlyholds more than 50% of the share capital may consist ofdebt securities or be attached to debt securities or permitthe issue of debt securities as intermediate securities.They may take the form of dated or undated, subordinatedor unsubordinated notes, denominated in euros, in foreigncurrency or in monetary units based on a basket of currencies.• The shareholders waive their pre-emptive rights over theshares and securities carrying immediate or deferredrights to shares of the Company in favour of the personsreferred to in Article L. 411-2 II of the French Monetary andFinancial Code (Code monétaire et financier).• In the case of an allotment of new shares to holders ofsecurities with rights to shares, this authorisation willautomatically entail the waiver by shareholders of theirpre-emptive right to subscribe for the shares to be issuedon exercise of the rights attached to the securities.• The issues carried out pursuant to this authorisation shallnot result in the Company’s share capital being increasedby more than 10% per year. This limit shall be assessed atthe issue date excluding the par value of any shares to beissued at a later date on exercise of all existing deferredrights.• The aggregate par value of securities issued pursuant tothis authorisation shall be included in the overall maximumlimit for issues of debt securities or shares set in thethirty-fourth resolution passed by extraordinary resolutionof the shareholders at the annual general meeting of 19May 2009.• The issue price of shares shall be set by the Board of Directorsat an amount at least equal to the minimum requiredby law on the date of issue, which is currently the weightedaverage price of Casino shares on Euronext Paris for thethree trading days that precede the issue pricing date, witha maximum discount of 5%.• The issue price of securities carrying rights to shares, takingaccount of the amount of the share entitlement, shallbe set such that the sum received immediately by theCompany, plus any amounts that might subsequently bereceived, shall, for each share issued on exercise of therights attached to the securities, be at least equal to theissue price defined in the preceding paragraph.• This authorisation is given for a period of fifteen monthsfrom the date of this Meeting. It cancels and supersedes allearlier shareholder authorisations for the same purpose.The Board of Directors and, by delegation, the Chief ExecutiveOfficer, shall have full powers, within the limits set by theshareholders and in accordance with the law, to use thisauthorisation and more specifically to:• Decide on the issue or issues to be made.• Set the terms and conditions, type and characteristics(including the issue price which may be with or without a premium)of the shares or other securities to be issued and setthe dividend entitlement date, which may be retrospective.• Determine the persons referred to in Article L. 411-2 II ofthe French Monetary and Financial Code (Code monétaireet financier) with whom the shares or securities will beplaced.• Place on record the resulting capital increase or increasesand amend the by-laws accordingly.• Deduct the issue expenses from the issue premium if any.the Chief Executive Officer shall have all the powers set outin the final two paragraphs of the twenty-ninth resolutionpassed by extraordinary resolution of the shareholders atthe annual general meeting of 19 May 2009.

236 IThirteenth resolutionAnnual General MeetingRegistration document 2009 / Casino GroupExtraordinary resolutionsAuthorisation to grant stock options exercisablefor existing shares to employees and officersof the Company or related companiesHaving considered the reports of the Board of Directorsand the Statutory Auditors, the shareholders authorise theBoard of Directors to grant stock options on shares boughtback by the Company pursuant to the law, to employees andofficers of the Company or the companies or intercompanypartnerships referred to in Article L. 225-180 of the FrenchCommercial Code (Code de commerce). This authorisationmay be used on one or several occasions. The directors ofthe Company are not entitled to receive stock options.The total number of shares to be issued on exercise of the optionsmay not exceed 10% of the ordinary shares outstandingon the grant date, taking into account options previouslygranted but not yet exercised.The option exercise price shall not be less than either theaverage of the opening prices quoted for the Company’sshares over the twenty trading days preceding the grantdate or the average price paid for the shares bought back bythe Company pursuant to Articles L. 225-208 and L. 225-209of the French Commercial Code (Code de commerce). The lifeof the options shall not exceed seven years.In the event that the Company carries out any of the corporateactions provided for by law during the option exerciseperiod, the Board of Directors shall adjust the number ofshares to be purchased on exercise of the options and theexercise price on the basis prescribed by the applicableregulations.The Board of Directors shall have full powers to:• Draw up the list of grantees.• Determine the number of options to be granted to eachgrantee.• Set, within the above limits, the option exercise price andexercise period.• Decide to impose a vesting period for the options and/or alock-up period for the shares acquired on exercise of theoptions, not to exceed three years from the exercise date.• Take all necessary decisions pursuant to this authorisation,delegate its authority to any other person and, generally,do everything necessary.This authorisation is given for a period of thirty-eight monthsfrom the date of this meeting. It cancels and supersedes allearlier shareholder authorisations for the same purpose.Fourteenth resolutionAuthorisation to grant stock options exercisablefor new shares to employees or officersof the Company or related companiesHaving considered the reports of the Board of Directorsand the Statutory Auditors, the shareholders authorise theBoard of Directors to grant stock options on new shares toemployees and officers of the Company or the companiesor intercompany partnerships referred to in Article L. 225-180of the French Commercial Code (Code de commerce). Thisauthorisation may be used on one or several occasions.The directors of the Company are not entitled to receivestock options on new shares.The total number of shares to be issued on exercise of theoptions may not exceed 5% of the total number of sharesoutstanding on the grant date, not including options previouslygranted but not yet exercised.The option exercise price shall not be less than the averageof the opening prices quoted for the Company’s shares overthe twenty trading days preceding the grant date. The life ofthe options shall not exceed seven years.The shareholders resolve to waive their pre-emptive rightto subscribe for the new shares to be issued pursuant tothis authorisation, in favour of the option holders.In the event that the Company carries out any of the corporateactions provided for by law during the option exerciseperiod, the Board of Directors shall adjust the numberof shares to be issued on exercise of the options and theexercise price on the basis prescribed by the applicableregulations.The Board of Directors shall have full powers to:• Draw up the list of grantees.• Determine the number of options to be granted to eachgrantee.• Set, within the above limits, the option exercise price andexercise period.• Decide to impose a vesting period for the options and/or alock-up period for the shares acquired on exercise of theoptions, not to exceed three years from the exercise date.The Board of Directors shall also have full powers to:• Temporarily suspend the right to exercise the options inthe case of any transaction involving the detachment of asubscription right.• Charge the share issue costs against the related premiums.• Take all necessary decisions under this authorisation anddelegate the Board’s powers to any other person.• Place on record the share issues resulting from the exerciseof the options, amend the by-laws accordingly, and generallydo everything necessary.This authorisation is given for a period of thirty-eight monthsfrom the date of this meeting. It cancels and supersedes allearlier shareholder authorisations for the same purpose.Fifteenth resolutionAuthorisation given to the Board of Directorsto issue new shares or allot existing shares toemployeesHaving considered the reports of the Board of Directorsand the Statutory Auditors, and in accordance with ArticlesL. 3332-18 et seq. of the French Labour Code (Code du travail)

Registration document 2009 / Casino Group Annual General MeetingI 237and Article L. 225-138-1 of the French Commercial Code(Code de commerce), the shareholders authorise the Boardof Directors, with the ability to subdelegate in accordancewith Articles L. 225-129-2 and L. 225-129-6 of the FrenchCommercial Code (Code de commerce), to issue shares onone or several occasions at its sole discretion:• In connection with an issue for cash of securities carryingrights to shares, or• At any time when the information given in the report of theBoard of Directors provided for by Article L. 225-102 of theFrench Commercial Code (Code de commerce) indicatesthat the aggregate number of shares held by employees ofthe Company or related companies within the meaning ofArticle L. 225-180 of the French Commercial Code (Code decommerce) represents less than 3% of the issued capital.The shares shall be offered exclusively to employees whoare members of an employee stock ownership plan set up byCasino, Guichard-Perrachon and related companies, whichis governed by Article L. 233-16 of the French CommercialCode (Code de commerce) and Article L. 3332-18 of theFrench Labour Code (Code du travail).The shareholders waive their pre-emptive right to subscribefor the shares issued pursuant to this authorisation in favourof eligible employees.The total number of shares that may be issued pursuant tothis authorisation may not exceed 5% of the total numberof shares outstanding on the issue date. This amount is notincluded in the ceiling set in the twenty-ninth resolution orthe blanket ceiling set in the thirty-fourth resolution passedby the shareholders at the extraordinary general meeting of19 May 2009.The issue price shall be set in accordance with the provisionsof Article L. 3332-19 of the French Labour Code (Codedu travail).The Board of Directors is also authorised to make stockgrants or grants of other securities carrying rights to sharesfor no consideration. The total benefit resulting from suchgrants and, if applicable, the employer’s matching contributionand discount to the market price, may not exceed thelegal or regulatory limits.The Board of Directors is authorised to sell shares boughtback by the Company in accordance with Articles L. 225-206et seq. of the French Commercial Code (Code de commerce)to employees who are members of an employee stock ownershipplan set up by Casino, Guichard-Perrachon andrelated companies within the meaning of Article L. 233-16of the French Commercial Code (Code de commerce), whichis governed by the provisions of Articles L. 3332-18 et seq.of the French Labour Code (Code du travail). Said sales maybe made on one or several occasions at the Board’s discretion,provided that the total number of shares sold does notexceed 5% of the total number of Casino shares outstandingon the sale date.This authorisation is given for a period of twenty-six monthsfrom the date of this Meeting. It cancels and supersedes allearlier shareholder authorisations for the same purpose.The share issue(s) shall be limited to the number of sharessubscribed by employees either directly or through a corporatemutual fund.The Board of Directors is authorised, in accordance with theprovisions of Article L. 225-135-1 of the French CommercialCode (Code de commerce), to issue a higher number ofshares than that originally set, at the same price agreedfor the original issue, within the limits of the ceiling set outabove.The Board of Directors shall have full powers, with the rightof delegation provided for by law, to use this authorisationand to carry out the share issue(s) within the above limits,and to determine the timing, periods and terms of said issuessubject to compliance with the provisions of the law and theby-laws. Specifically, the Board of Directors shall have fullpowers to:• Set the terms and conditions of the future share issue(s)and decide whether said issue(s) will be made to eligibleemployees directly or through a corporate mutual fund.• Set the amount of the share issue, the subscription datesand period, the method and period of payment of the subscriptionor purchase price, the conditions of eligibility tobe fulfilled by employees participating in the share issue orsale in terms of minimum service period.• At the Board’s discretion, after each share issue, chargethe share issuance costs against the related premium anddeduct from the premium the amounts necessary to raisethe legal reserve to one-tenth of the new capital.• Place the issues on record and amend the by-laws to reflectthe new capital.• Generally, take any and all measures and carry out anyand all formalities that are necessary for the issue, listingand servicing of the shares issued pursuant to thisauthorisation.Sixteenth resolutionMerger-absorption of ViverHaving considered the reports of the Board of Directors andthe appointed valuing accountants, and the draft privatemerger agreement signed in Saint-Etienne on 15 March 2010with Viver, a French société anonyme with share capital of€40,000, registered office at 1, Esplanade de France, 42000Saint-Étienne, registration number 387 754 807 R.C.S.Saint-Étienne, the shareholders hereby:• Approve all the provisions of the merger agreement and thevaluation of the assets to be transferred to the Company.• Approve the Company’s merger-absorption of Viver, andtake due note of its approval by extraordinary resolution ofViver shareholders on 27 April 2010.• Duly note that the merger will take place on 30 April 2010and that accordingly Viver will be wound up without liquidationon that date.

238 IApprove the exchange ratio of 46 Casino ordinary sharesAnnual General MeetingRegistration document 2009 / Casino GroupExtraordinary resolutions•for one Viver share and the resulting capital increase.In exchange for the transfer of Viver’s assets and liabilities,Casino, Guichard-Perrrachon will issue 46 shares each witha par value of €1.53, with a merger premium of €1,948.34.The new shares will be allotted to the shareholders of Viverother than Casino, Guichard-Perrachon, which may not holdthe shares to which it would have been entitled in respect ofits 2,499 Viver shares.The merger premium will be recorded in a special reserveaccount in the balance sheet of Casino, Guichard-Perrachonand may be allocated as deemed appropriate by ordinaryresolution of the shareholders.Seventeenth resolutionDue record of the capital increase resultingfrom the merger-absorption and amendmentof Article 6 of the by-lawsPursuant to approval of the sixteenth resolution the shareholdersduly note that the share capital will be increased bythe sum of €70.38 via the issuance of 46 new shares eachwith a par value of €1.53 and accordingly resolve to amendarticle 6 of the by-laws as follows:Article 6 – Contributions in kind – share capitalThe following is added to paragraph I:[…] “By private agreement dated 15 March 2010 and as approvedby extraordinary resolution of the shareholders on 29April 2010, Viver transferred its entire assets and liabilitiesto the Company on 30 April 2010, in exchange for 46 Casinoshares with a par value of €1.53, issued at a total premiumof €1,948.34.”Paragraph II is amended as follows:“II. The share capital is €168,852,380.49 divided into110,361,033 fully paid shares, each with a par value of €1.53. ”On the decision of the Board of Directors, shareholders mayuse electronic voting or proxy forms on the terms and conditionsof the law in force for the time being. The forms may becompleted and signed directly on the Internet site providedby the centralising agent responsible for organising the generalmeeting. The form may be signed digitally by any meansthat complies with the provisions of the first sentence ofthe second indent of Article 1316-4 of the French Civil Code(Code civil) or any other future provision of the law that mightreplace it, such as the use of an ID code and a password. Theelectronic vote or proxy form and the acknowledgement ofreceipt will be considered as irrevocable written documentsbinding on everyone, except in the event of the sale of sharesnotified on the terms and conditions set out in the secondindent of Article R 225-85 IV of the French Commercial Code(Code de commerce) or any other future provision of the lawthat might replace it.Article 28 – Officers – Attendance sheet – Voting –Mail voting – Minutes of Board meetings[…]III. […] The double voting rights conferred on fully paidregistered shares shall cease automatically upon conversionof the shares to bearer shares or upon transfer of theshares, save for registered to registered transfers thatmeet the conditions provided for in article L. 225-124 of theFrench Commercial Code […]The remainder of the article remains unchanged.Nineteenth resolutionPowers for formalitiesThe shareholders grant full powers to the bearers of anoriginal, excerpt or copy of the minutes of this meeting forthe purpose of any filing, publication or other formalitiesrequired by law.Eighteenth resolutionRevision of the by-laws to reflect recent lawsand regulationsHaving considered the report of the Board of Directors, theshareholders resolve to revise the by-laws to reflect recentlaws and regulations and, accordingly, amend the wording ofarticle 25-IV (attending annual general meetings by electroniccommunication media) and article 28-III.4 (revision to articleL 225-114 of the French Commercial Code) as follows:Article 25 — Participation in General Meetings[…]IV. If permitted by the Board of Directors, the shareholdersmay take part in general meetings and vote by videoconferenceor any other telecommunication or electronic media,including the Internet, which permits their identification onthe terms and conditions of the law and as set out by theBoard of Directors.

Registration document 2009 / Casino Group Additional informationI 239Additionalinformation240. General information about the Company245. History of the Company and the Group248. The market for Casino securities250. Casino’s store base252. Person responsible for the Registration Documentand annual financial report254. Table of correspondence - registration document256. Table of correspondence - annual financial report

Additional information240 IGeneral informationRegistration document 2009 / Casino Groupabout the companyName and registered officeCasino, Guichard-Perrachon1, Esplanade de France – 42000 Saint-Étienne, FrancePhone: +33 (0)4 77 45 31 31Legal formSociété anonyme governed by Book II of the French CommercialCode (Code de commerce).Governing lawThe laws of France.Date of incorporation and expiryThe Company was incorporated on 3 August 1898 followingsignature of the by-laws on 1 July 1898. Its term, which wasextended by extraordinary resolution of the shareholders atthe General Meeting of 31 October 1941, will expire on 31 July2040 unless the Company is wound up before this date or itsterm is further extended.Trade and companies registerThe Company is registered in Saint-Étienne underno. 554 501 171 RCS.APE (business identifier) code: 6420 Z.Access to legal documentsThe by-laws, minutes of General Meetings, Statutory Auditors’reports and other legal documents are available forconsultation at the Company’s registered office.Financial yearThe Company’s financial year runs from 1 Januaryto 31 December.Corporate purpose(Article 3 of the by-laws)The corporate purpose of the Company is:• To create and operate, either directly or indirectly, any andall types of stores for the retail sale of any and all goodsand products, including but not limited to comestibles.• To provide any and all services to the customers of suchstores and to produce any and all goods and merchandiseused in the operation thereof.• To sell wholesale any and all goods and merchandise for itsown account or for the account of third parties, notably ona commission basis, and to provide any and all services tosuch third parties.• Generally, to conduct any and all commercial, industrial,real estate, securities or financial transactions relatedto or which may facilitate the fulfilment of the foregoingpurposes.quire, use under licence or grant licences to use any and alltrademarks, designs, models, patents and manufacturingprocesses related to the foregoing objects.It may acquire any and all holdings and other interests inany French or foreign company or business regardless of itspurpose.It may operate in all countries, directly or indirectly, eitheralone or with any and all other persons or companies withina partnership, joint venture, consortium or other corporateentity, and carry out any and all transactions which fallwithin the scope of its corporate purpose.

Registration document 2009 / Casino Group Additional informationI 241PROVISIONS OF THE BY-LAWS CONCERNINGTHE BOARD OF DIRECTORS AND SENIORMANAGEMENT – BOARD OF DIRECTORS CHARTERBoard of DirectorsMembership of the Board of Directors(Article 14 of the by-laws)The Company is administered by a Board of Directors. It hasat least three and no more than eighteen members, electedby the shareholders in General Meeting, except as requiredunder the provisions of the law in the case of a mergerwith another company with the same legal form (sociétéanonyme).Directors’ qualifying shares (Article 14 of the by-laws)Each director must hold at least 100 registered shares.Term of office – Age limit – Replacement(extracts from Article 16 of the by-laws)I - Other than as specified in paragraphs II and III (last twoparagraphs) of this article, directors are elected for a threeyearterm ending at the close of the Annual General Meetingcalled in the year when their term expires.Directors may be re-elected.II - The age limit for holding office as director or as permanentrepresentative of a corporate director is seventy (70). A directoror permanent representative who reaches the age of70 while in office is required to stand down at the end of hisor her current term.The age limit does not apply to directors who were previouslymembers of the Company’s Management Board.Notwithstanding the foregoing, a person over the age limitmay be elected or re-elected for a single three-year term.In any event, the number of directors or permanent representativesof corporate directors over the age of seventy (70)may not exceed one quarter of the total number of directors inoffice. Should this proportion be exceeded, the oldest directoror permanent representative shall stand down at the AnnualGeneral Meeting held to approve the financial statements forthe year in which the proportion was exceeded.III - Directors are elected or re-elected by the shareholdersin General Meeting.If one or more seats on the Board fall vacant between twoGeneral Meetings due to the death or resignation of directors,the Board of Directors may appoint replacement directors.Any such appointments must be ratified by shareholders atthe next General Meeting.If any such appointment is not ratified by the shareholders,the actions carried out by the director concerned and thedecisions made by the Board during his or her appointmentremain valid.If the number of directors falls to below three, the remainingdirectors (or, failing that, a representative appointed by thePresiding Magistrate of the Commercial Court at the requestof any interested party) shall immediately call a GeneralMeeting of shareholders to elect one or more new directorsso that the total number of directors is at least equal to thenumber required by law.A director appointed to replace an outgoing director stays inoffice for the remainder of the term of his or her predecessor.Any decision to increase the number of directors sitting onthe Board may only be made by the shareholders in GeneralMeeting. The related resolution shall also fix the new director’sterm of office.Organisation, Board meetings and decisionsof the BoardChairman – Officers of the Board(extracts from Articles 17 and 20 of the by-laws)The Board of Directors elects one of its members (other thana corporate director) to act as Chairman. The Chairman’sfunctions are defined by law and the Company’s by-laws.The Chairman of the Board of Directors organises and leadsthe Board’s work and reports thereon to the Company’sshareholders. He is responsible for ensuring that the Company’scorporate governance structures function correctlyand, more particularly, that the directors are capable offulfilling their duties.The Chairman may be appointed for his entire term asdirector. He may be replaced at any time by decision of theBoard and may resign the chairmanship before the end ofhis term as director. The Chairman may be re-elected tothis position. The age limit for holding office as Chairman is70. If the Chairman reaches the age of 70 during his term asdirector, he may continue to chair the Board until the end ofhis term.In case of the Chairman’s temporary unavailability or death,the Board of Directors may appoint another Director asacting Chairman. In the case of temporary unavailability, theacting Chairman is appointed for a fixed period, which maybe renewed. In the case of death, the acting Chairman isappointed until such time as a new Chairman is elected.

242 IGeneral informationabout the companyAdditional informationRegistration document 2009 / Casino GroupNon-voting directors(extract from Article 23 of the by-laws)The shareholders may appoint non-voting directors, whomay be natural persons or legal entities, from among theshareholders. The Board of Directors may appoint nonvotingdirectors between two General Meetings, subjectto shareholder ratification of the appointment at the nextGeneral Meeting. The number of non-voting directors maynot exceed five.Non-voting directors are elected for a three-year term endingat the close of the Annual General Meeting called in theyear when their term expires. They may be re-elected for anunlimited number of successive terms and may be removedfrom office at any time by ordinary resolution of the shareholdersin General Meeting.Non-voting directors attend Board meetings in a consultativecapacity only.They may receive attendance fees, the total aggregateamount of which is fixed by ordinary resolution of the shareholdersand remains unchanged until a further decision of theshareholders. The total fee is allocated among the non-votingdirectors at the discretion of the Board of Directors.Meetings of the Board of Directors(extract from Article 18 of the by-laws)The Board of Directors meets as often as it deems necessaryin the interests of the Company, at the location specified inthe notice of meeting. Meetings are called by the Chairmanor in the Chairman’s name by any person designated byhim. If the Board has not met for a period of over two months,a group of at least one third of the Directors may ask theChairman to call a meeting to discuss a particular agenda,as may the Chief Executive Officer.The Board of Directors may validly conduct business when atleast half of the directors are present.Decisions are made by majority vote of those directorspresent in person or represented by proxy. In the event of asplit ballot, the Chairman of the meeting shall have the castingvote. However, if the Board has less than five members,decisions may be made by favourable vote of two directorspresent at the meeting.Powers of the Board of Directors(extract from Article 19 of the by-laws)The Board of Directors is responsible for defining the Company’sbroad strategic objectives and for their implementation.Except for those powers expressly vested in the shareholdersin General Meeting, the Board of Directors considers anddecides on all matters related to the Company’s operations,subject to compliance with the corporate purpose. The Boardof Directors performs all controls and verifications that itconsiders necessary or appropriate.The Board of Directors may also decide to combine or toseparate the positions of Chairman of the Board and ChiefExecutive Officer. Any such decision does not require anyamendment of the by-laws.The Board of Directors may set up Committees of the Boardto assist it, in which case the Committees’ membership andterms of reference are decided by the Board. These Committeesissue proposals, recommendations and opinions on thematters falling within their terms of reference.In accordance with the law, the Board of Directors approvesrelated party agreements, other than those entered into inthe normal course of business on arm’s length terms, governedby Article L. 225-38 of the French Commercial Code(Code de commerce). In accordance with Article L. 225-35 ofthe French Commercial Code, the Board’s prior authorisationis required for any and all guarantees, bonds and endorsementsissued in the Company’s name. However, the Boardmay delegate this authority to the Chief Executive Officer. Inthis case, the Board of Directors will set an aggregate annualceiling on the Chief Executive Officer’s authority and,if appropriate, a ceiling per commitment.The Board may issue delegations of authority, grant authorisationsor delegate certain functions for one or severaltransactions or categories of transaction to any director orother person, except where this is prohibited by law.The Board of Directors has included in its Charter certainmechanisms to restrict the powers of the Chief ExecutiveOfficer (see “Corporate Governance”).Management structureCombination of the functions of Chairman of the Board ofDirectors and Chief Executive Officer (extract from Article 21of the by-laws).ManagementThe by-laws allow for the functions of Chairman of the Boardof Directors and Chief Executive Officer to be separated orcombined. The Company has chosen the latter option.The Chief Executive Officer’s term of office is set by the Boardof Directors at its discretion, but may not exceed three years.The term may be renewed.The Chief Executive Officer has full powers to act in all circumstancesin the name of the Company, within the scope ofthe corporate purpose and except for those powers which arespecifically vested in the shareholders in General Meeting orin the Board of Directors under the law. However, the Boardof Directors may adopt an internal rule restricting the ChiefExecutive Officer’s powers (see “Corporate Governance” fora description of the restrictions decided by the Board). TheChief Executive Officer represents the Company in its dealingswith third parties.

Registration document 2009 / Casino Group Additional informationI 243The age limit for holding office as Chief Executive Officer is70. If the Chief Executive Officer reaches the age of 70 whilein office, he is required to stand down at the end of his currentterm.The Chief Executive Officer may be removed from office atany time by the Board of Directors. If he is removed from officewithout due cause, he may be entitled to compensationunless he is also the Chairman of the Board of Directors.Chief Operating OfficersAt the proposal of the Chief Executive Officer, the Board ofDirectors may appoint up to five Chief Operating Officers toassist the Chief Executive Officer in his duties.Chief Operating Officers are appointed for a maximumthree-year term and their appointment may be renewed.They have the same powers as the Chief Executive Officer indealings with third parties.The age limit for holding office as Chief Operating Officer is 70.If a Chief Operating Officer reaches the age of 70 while in office,he is required to stand down at the end of his current term.Chief Operating Officers may be removed from office at anytime by the Board of Directors, at the proposal of the ChiefExecutive Officer. The Chairman, if he is also Chief ExecutiveOfficer, the Chief Executive Officer and the Chief OperatingOfficers may delegate their powers to carry out one or severalspecific transactions or categories of transaction.Board of Directors’ CharterThe Board of Directors has adopted a Charter describing itsrules of procedure, which add to the related provisions of thelaw and the Company’s by-laws.The Charter describes the Board’s organisation and procedures,the powers and duties of the Board and the Committeesof the Board, and the procedures for overseeingand assessing its work (see “Corporate Governance” for adescription of the Committees of the Board, the restrictionson the Chief Executive Officer’s powers and the proceduresfor overseeing and assessing the Board’s work).The Charter was last updated on 27 August 2008 to incorporatethe provisions of the law of 3 July 2008 relating to theChairman’s report and reference to a corporate governancecode.APPROPRIATION OF NET PROFIT(Article 34 of the by-laws)The income statement summarises all revenues and expensesfor the year. The difference between revenues andexpenses, less any depreciation, amortisation and provisioncharges, constitutes the net profit or loss for the year.After deducting any prior year losses, net profit is first usedto make any transfers to reserves required by law, and moreparticularly to the legal reserve.The balance, plus any retained earnings brought forwardfrom prior years, constitutes the sum available for distribution.It is first used to pay an initial dividend on shares, in anamount equal to five percent (5%) of the paid-up portion oftheir par value. If, in a given year, there is insufficient profitavailable to pay the initial dividend in full earnings availablefrom the upcoming year may not be used to make up thedifference.Any surplus, plus any retained earnings brought forwardfrom prior years, are then available for distribution to allshareholders.However, on recommendation of the Board of Directors,shareholders may resolve to transfer the surplus to anyordinary or extraordinary discretionary reserves that may ormay not be allocated for a particular purpose.On recommendation of the Board of Directors, sums transferredto reserves may subsequently be distributed or incorporatedin the share capital by resolution of the shareholders.ANNUAL GENERAL MEETINGSNotice of meeting, participation(Articles 25 and 27 of the by-laws)Annual General Meetings are called under the conditionsrequired by law.For shareholders to be entitled to participate in GeneralMeetings, their shares must be recorded in the shareholder’sname or in the name of an accredited intermediary in the caseof non-resident shareholders, no later than midnight CETtime on the third business day preceding the meeting date,either in the share register kept by the Company or its registrar(registered shares), or in the securities account kept by theshareholder’s bank or broker (bearer shares).For holders of bearer shares, ownership of shares is evidencedby a certificate (attestation de participation) issuedby their bank or broker, which may be sent to the Company bye-mail or attached to the postal voting form/form of proxy orthe request for an admission card issued in the shareholder’sname or in that of the accredited intermediary representingthe shareholder. A certificate shall also be issued to shareholderswishing to participate in General Meetings in personwho have not received their admission card by midnight CETon the third business day preceding the meeting date.Meetings are held in the town where the Company’s registeredoffice is located or any other venue in France as specified inthe notice of meeting.All shareholders are entitled to attend and vote at AnnualGeneral Meetings, regardless of the number of shares held.

244 IGeneral informationabout the companyAdditional informationRegistration document 2009 / Casino GroupVoting rights (double voting rights)(Article 28-III of the by-laws)All shareholders entitled to attend meetings have one votefor each share held, without limitation, save as otherwiseprovided for by law.However, as allowed by law, double voting rights are attachedto all fully-paid registered shares which have been registeredin the name of the same shareholder for at least fouryears and to any bonus shares issued upon capitalisationof reserves, retained earnings or additional paid-in capitalin respect of shares entitled to double voting rights.The double voting rights are cancelled ipso jure if the sharesare converted to bearer shares or transferred to anothershareholder, save as provided for in Article L. 225-124 of theFrench Commercial Code (Code de commerce) in the case ofinheritance, division of estate between divorcing spousesor gifts inter vivos to a spouse or other person of an eligibledegree of relationship.Votes cast or proxies given by an intermediary that eitherhas not disclosed its status as nominee shareholder actingon behalf of non-resident shareholders or has not disclosedthe identity of those non-resident shareholders, as requiredby the applicable regulations, are not taken into account.The provisions of the by-laws concerning double voting rightswere originally adopted by shareholders at the ExtraordinaryGeneral Meeting of 30 November 1934 and were amended atthe Extraordinary General Meeting of 21 May 1987, when thequalifying period was raised from 2 to 4 years.IDENTIFIABLE HOLDERS OF BEARER SHARES(Article 11-I of the by-laws)In accordance with the applicable regulations, the Companymay request at any time from the organisation responsiblefor clearing transactions in its shares, information about theidentity of the holders of its bearer shares and any securitiescarrying rights to its shares, including each such shareholder’sname (or corporate name), nationality and address, thenumber of shares and securities with rights to shares held,and any restrictions attached to the securities.Based on the information obtained under this procedure,if the Company believes that any shares or securities withrights to shares may be held by nominees, it may contactany shareholders whose names appear on the list, eitherdirectly or through the clearing organisation, to requestinformation allowing the Company to identify the ultimateshareholders. In the event of failure to disclose the identityof shareholders, the votes cast or proxies given by the intermediaryon record as acting as nominee shareholder will notbe taken into account.The Company may ask any legal entity that holds over 2.5%of its share capital or voting rights to disclose the identityof the persons holding, directly or indirectly, more than onethird of the legal entity’s share capital or voting rights.In the case of failure by a shareholder or intermediary todisclose the requested information, the shares or securitieswith rights to shares held or represented by the shareholderor intermediary may be stripped of voting and dividendrights, temporarily or permanently, in accordance with thelaw.Disclosure thresholds(Article 11-II of the by-laws)Any person or legal entity, including any accredited intermediaryin the case of non-resident shareholders, acting eitheralone or in concert with other persons or legal entities,that comes to hold or ceases to hold, by whatever means,a number of shares representing 1% of the voting rights orcapital or any multiple thereof, must inform the Company,by registered letter with acknowledgement of receipt, of thenumber of shares and voting rights held, within five tradingdays of the relevant disclosure threshold being crossed.Shareholders that have crossed a disclosure threshold arealso required to inform the Company of the number of securitiesheld that carry a deferred right to shares, and of thenumber of voting rights attached to said securities.These disclosure requirements no longer apply when over50% of the voting rights are held, individually or in concert.Failure to comply with these requirements will result in theundisclosed shares being stripped of voting rights at GeneralMeetings at the request of one or more shareholdersseparately or together owning at least 5% of the share capitalor voting rights. Similarly, any voting rights which havenot been duly and properly disclosed may not be exercised.Disqualification will apply to all General Meetings held duringa period of two years commencing on the date on whichthe omission is remedied.

Registration document 2009 / Casino Group Additional informationI 245History of the Companyand the Group1898 • Company founded by Geoffroy Guichard and first store opened.1901 • Launch of the first private-label Casino-brand products.1914 • Casino manages 460 stores and 195 concessions.1929 • Casino manages 20 plants, 9 warehouses, 998 stores and 505 concessions.1939 • On the eve of the Second World War, Casino manages 1,670 stores and 839 concessions.1948 • First self-service store opened in Saint-Étienne.1960 • First supermarket opened in Grenoble.1967 • First cafeteria opened in Saint-Étienne.1970• First hypermarket opened in Marseille. Casino acquires L'Epargne, a retailer operatingin southwestern France.1971 • The Group manages 2,575 outlets.1976 • Casino enters the US market by launching a chain of cafeterias.1980• Casino manages 2,022 convenience stores, 76 supermarkets, 16 hypermarkets, 251 affiliates,54 cafeterias and 6 plants.1984 • In the USA, the Group acquires the Smart & Final cash & carry chain (90 outlets).1985 • Casino acquires Cedis, a retailer operating in eastern France with annual sales of €1.14 billion.1990• The Group acquires La Ruche Méridionale, a retailer operating in the south of France with annualsales of €1.2 billion.• In the USA, the Group acquires the food wholesaler Port Stockton Food Distributors.• The hypermarket and supermarket service station business is sold to Shell and Agip.1991 • The retail business is spun off into a subsidiary.1992 • Casino acquires Rallye's retailing business.199419951996• The Company is converted into a société anonyme (joint-stock corporation) with a ManagementBoard and Supervisory Board.• The Group signs a partnership agreement with Corsica-based Corse Distribution, leading to theacquisition of 50% interests in Codim 2 and Médis.• A partnership agreement is signed with Coopérateurs de Normandie-Picardie.• A joint venture is set up with Dairy Farm International to develop hypermarkets in Taiwan.• Spar France is set up.• The Group buys back from Agip the service stations located on the sites of Casino hypermarketsand supermarkets.• The first hypermarket is opened in Poland.

246 I1997Additional informationRegistration document 2009 / Casino GroupHistory of the Companyand the Group• Casino acquires the entire capital of Médis.• Casino and Shell launch the Club Avantages loyalty card.• Casino acquires the Franprix and Leader Price networks (€1.9 billion in sales) and a food wholesaler,Mariault (€152 million in sales).• Casino takes a 21.4% stake in the capital of Monoprix/Prisunic.199819992000• Casino acquires a 75% stake in Argentine company Libertad.• The Centre Auto business is sold to Feu Vert in exchange for 38% of Feu Vert’s capital.• Casino takes a 50% stake in Uruguay’s Disco Group.• The first hypermarket is opened in Taiwan.• Casino takes a 66% stake in Thailand’s Big C Group.• A total of 75 convenience stores are acquired from Guyenne & Gascogne in southwestern France.• The Opéra central purchasing agency is set up with Cora.• The first Imagica one-hour digital film-processing store is opened.• Casino takes a 25% stake in Exito (Colombia) and CBD (Brazil).• Casino acquires a 50% stake in the capital of Cdiscount.• The joint venture with Dairy Farm International in Taiwan is wound up and Casino signs an agreementwith the Far Eastern Group for the creation of Far Eastern Géant in Taiwan.• The first Leader Price store opens in Poland.• The Group acquires 475 convenience stores from Auchan.• Casino takes part in the creation of WorldWide Retail Exchange (WWRE), a new B2B electronic marketplace.• The Group raises its stake in Monoprix to 49.3%, alongside Galeries Lafayette which also holds 49.3%.• Casino strengthens its presence in Latin America — in Uruguay, Disco acquires control of Devoto (21 outlets),and in Venezuela Casino takes a 50.01% stake in Cativen (48 supermarkets and 2 hypermarkets).2001200220032004• Casino joins forces with Cofinoga to set up Banque du Groupe Casino.• A Géant hypermarket is opened in Bahrain (Persian Gulf) under an affiliation agreement with the Sana Group.• An agreement is signed with the Bourbon Group providing for the acquisition by Casino of a 33.34%interest in Vindémia, a retail chain operating in Reunion, Madagascar, Mayotte, Mauritius and Vietnam.• Cora terminates the agreement concerning the Opéra joint central purchasing agency.• Casino Cafétéria enters the foodservice market.• Casino and Galeries Lafayette launch a new-generation loyalty programme, S’Miles, which combinesthe Points Ciel (Galeries Lafayette) and Club Avantages (Casino/Shell) loyalty programmes.• The first two Leader Price stores are opened in Thailand.• Casino buys back from Shell the service stations located on the sites of Casino hypermarkets and supermarkets.• Casino acquires 38% of Dutch retailer Laurus.• A new central purchasing agency, EMC Distribution, is set up.• Casino joins forces with Auchan to create International Retail and Trade Services (IRTS), offeringservices to multinational suppliers and/or SMEs.• Casino and Galeries Lafayette agree to continue their partnership in Monoprix for at least three years,and make a joint public buyout offer for Monoprix shares to be followed by a squeeze out.• Smart & Final Inc. sells its foodservice businesses in Florida and California.• The Company changes its legal form to a société anonyme with a Board of Directors.• The Casino Group and CNP Assurances announce a strategic agreement for the developmentand promotion of insurance products for customers of the Group’s stores in France.• The Casino Group raises its holding in Franprix Holding to 95% and in Leader Price Holding to 75%.

Registration document 2009 / Casino Group Additional informationI 24720052006• Casino acquires joint control of the CBD Group, with 68.8% of the capital of the group’s holding company.• Casino becomes the majority shareholder of Vindémia, with 70% of the capital.• The Group’s shopping centre properties in France are spun off into a subsidiary, Mercialys, which is floatedon the stock exchange.• The Group sells 13 warehouse properties to Mines de la Lucette.• The equity swap between Deutsche Bank and Casino is unwound and the GMB/Cora shares are sold.• Exito acquires control of Carulla Vivero, a listed company ranked no. 2 in the Colombian retailing market.• Casino sells its remaining 38% stake in Feu Vert.• The Group joins forces with dunnhumby to create dunnhumby France.• Casino sells its Polish operations.• International Retail and Trade Services (IRTS), set up in partnership with Auchan, is wound up.20072008• Casino sells its 55% interest in Smart & Final (USA) to investment fund Apollo.• Casino becomes the majority shareholder of Exito after exercising its right of first refusal over the sharessold by the Toro family.• Casino enters into an agreement with property investment fund Whitehall to develop shopping centresin Poland and other Eastern Europe countries.• Casino owns 66.8% of Cdiscount after various share purchases and subscribing to a new share issue.• Casino owns 100% of Vindémia (Indian Ocean), following Bourbon’s exercise of its put option.• Casino sells 225 convenience store and supermarket properties in France, as well as store and warehouseproperties in Reunion, to two property mutual funds (OPCI).• Casino raises its stake in Super de Boer to 57%.• Telemarket.fr signs an agreement with the Casino Group to source its supplies from the Group’s centralpurchasing agency.• Casino reduces its interest in Mercialys from 61.48% to 59.76% to comply with “SIIC 4” regulations.• The Casino Carbon Index is the first complete environmental labelling system.• Emily 2, a new employee share ownership plan, is set up.• The Group continues to pursue its policy of capturing the value of its assets by selling 42 superette,Casino supermarket and Franprix-Leader Price store properties to two property partners, including AEWImmocomercial, a property mutual fund (OPCI).• Casino and Galeries Lafayette sign an amendment to their March 2003 strategic agreement whichsuspends the exercise of their respective put and call options on Monoprix shares for three years.Philippe Houzé is reappointed Chairman of the Board of Monoprix until March 2012.2009• All preferred non-voting shares are converted into ordinary shares.• Groupe Casino signs the United Nations Global Compact, strengthening its commitment to promoting andadopting sustainable and socially responsible policies. It has set up an action plan in the areas of humanrights, labour, the environment and anti-corruption.• Casino sells the assets and liabilities of its 57%-owned subsidiary Super de Boer to Jumbo.• Casino creates GreenYellow, a subsidiary that develops photovoltaic (PV) systems on shopping centrestore and car park roofs.• Casino acquires the Baud family minority interests in Franprix and Leader Price.• Casino signs a distribution agreement with France’s Sherpa network of convenience stores, under whichSherpa will source its supplies from Casino’s central purchasing agency.• Casino creates a single division combining Géant Casino hypermarkets and Casino Supermarkets, as wellas a single food and non-food purchasing department.• GPA signs an agreement to create a joint venture between its subsidiary Globex Utilidades SA andCasas Bahia Comercial Ltda, Brazil’s leading non-food retailer, thereby strengthening its top positionin the Brazilian retail market.

Additional informationRegistration document 2009 / Casino Group248 IThe marketfor Casino securitiesList of quoted Casino securities in 2009Since 15 June 2009, Casino’s only quoted securities are ordinary shares (ISIN code FR0000125585). They are listed on EuronextParis and are eligible for the Deferred Settlement System (SRD).Following their mandatory conversion into ordinary shares on 15 June 2009, the preferred non-voting shares (ISIN codeRFR 0000121139) were transferred to the delisted securities compartment of Euronext Paris (CVRMR) where they remainedtradable for six months until 15 December 2009.From 1 January each year to the dividend payment date, ordinary shares issued on exercise of stock options or warrants arealso traded on Euronext Paris.The Company has also carried out several bond issues, which are quoted on the Paris and Luxembourg stock exchanges.Trading volumes and prices over the past 18 months (source: Euronext Paris)Ordinary sharesHighHigh and low prices (€)LowTrading volume(thousandsof shares)Trading volume(€ millions)2008 September 67.94 58.65 11,909 744October 66.41 45.73 17,705 950November 57.83 43.67 9,950 510December 54.39 43.26 8,212 3922009 January 55.16 48.21 6,871 352February 54.35 47.66 4,930 249March 50.45 47.72 8,256 405April 50.44 44.17 10,105 476May 52.16 43.07 10,553 538June 52.12 47.26 9,811 492July 48.59 44.68 8,072 380August 54.68 48.14 7,274 369September 57.84 51.45 7,484 403October 57.00 52.39 6,774 371November 59.05 54.04 4,677 265December 62.90 57.04 4,222 2522010 January 64.50 58.60 5,742 350February 60.38 57.06 3,954 232

Registration document 2009 / Casino Group Additional informationI 249Preferred non-voting sharesHighHigh and low prices (€)LowTrading volume(thousandsof shares)Trading volume(€ millions)2008 September 50.24 39.00 692 30October 44.11 31.69 1,199 43November 39.85 32.35 356 12December 37.80 31.12 448 152009 January 39.99 33.00 364 13February 40.23 35.80 658 25March 43.75 38.30 1,076 45April 43.81 38.59 448 18May 44.45 36.87 382 17June* 44.50 40.58 159 7July* 45.90 38.45 8 0.3August* 45.18 39.20 2 0.08September* 46.03 39.20 1 0.06October* 49.78 46.00 2 0.09November* 49.78 45.00 5 0.3December* 49.50 48.00 2 0.09* The preferred non-voting shares were transferred to the delisted compartment on 15 June 2009, where they remained tradableuntil 15 December 2009.

250 IFRANCEAdditional informationRegistration document 2009 / Casino GroupCasino’sstore baseCasino’s store base Number of stores at 31 December Retail Space (in thousands of sq.m)2007 2008 2009 2007 2008 2009Géant Casino hypermarkets 129 131 122 970 988 903of which French Affiliatesof which International Affiliates61161455––––––Casino Supermarkets 379 401 390 583 628 619of which French Affiliatesof which International AffiliatesFranprix Supermarkets 652 702 789 298 315 352of which Franchise outlets 289 281 472 – – –Monoprix Supermarkets 330 377 463 567 559 639of which Franchise outlets/Affiliatesof which NaturaliaLeader Price discount stores 489 530 559 447 483 509of which Franchise outlets 221 216 266 – – –Total Supermarkets + Discount Outlets 1,850 2,010 2,201 1,894 1,985 2,118of which Franchise outlets 651 633 929 – – –711753–67224739532111741––––––––––––Petit Casino Superettes 1,947 1,903 1,816 264 265 257of which Franchise outlets 25 26 28 – – –Spar Superettes 893 915 896 233 240 236of which Franchise outlets 716 735 739 – – –Vival Superettes 1,620 1,677 1,753 154 160 166of which Franchise outlets 1,620 1,677 1,753 – – –Other 36 30 4 7 6 1of which Franchise outlets 13 6 2 – – –Other Franchised stores 1,133 1,126 1,257 75 73 92Ex-SM CasinoCorners, Relay, Shell, Elf, Carmag, Sherpa, Autres51,128–1,126–1,257Wholesale outlets 411 441 1,025 32 34 75Total Convenience Stores 6,040 6,092 6,751 765 778 827of which Franchise/Wholesale outlets 3,918 4,011 4,805 – – –––––––Other Affiliate stores 100 99 13 33 34 4of which French Affiliatesof which International Affiliates98298113–––––––Other businesses 278 269 277 NA NA NACasino Restauration 257 269 277 – – –TOTAL FRANCE 8,397 8,601 9,364 3,664 3,785 3,852

Registration document 2009 / Casino Group Additional informationI 251INTERNATIONALCasino’s store base Number of stores at 31 December Retail Space (in thousands of sq.m)2007 2008 2009 2007 2008 2009ARGENTINA 62 65 49 149 164 149Libertad hypermarketsLeader Price discount storesOther businessesURUGUAY 52 52 53 69 70 74Géant hypermarketsDisco supermarketsDevoto supermarketsVENEZUELA 62 60 41 87 85 78Exito hypermarketsCada supermarketsQ’Precios discount storesBRAZIL 575 597 1,080 1,337 1,359 1,745Extra hypermarketsPão de Açucar supermarketsSendas supermarketsExtra Perto supermarketsCompreBem supermarketsAssai discount storesExtra Facil superettesOther (Eletro, Ponto Frio)Of which Ponto frioTHAILAND 58 79 78 514 590 595Big C hypermarketsLeader Price discount storesVIETNAM 7 8 9 39 42 47Big C hypermarkets 7 8 9 – – –INDIAN OCEAN 49 51 50 94 95 97Jumbo hypermarketsScore / Jumbo supermarketsCash and Carry supermarketsSpar supermarketsOtherCOLOMBIA 257 264 260 619 646 649Exito hypermarketsPomona and Carulla SupermarketsBodega discount storesOtherNETHERLANDS 315 305 – – – –Super de Boer supermarkets 315 305 – – – –1325241272463818911536215178151942–54411195687492–911526241272463618102145735165283247–66131120569879414691526812824635–103145681315740525024556711112156789894735–––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––TOTAL INTERNATIONAL 1,437 1,481 1,620 2,908 3,051 3,434

Additional informationRegistration document 2009 / Casino Group252 IPerson responsible for theRegistration Documentand annual financial reportPerson responsible for the Registration DocumentJean-Charles Naouri, Chairman and Chief Executive OfficerStatement by the person responsible for the Registration Document“I hereby declare that, having taken all reasonable care toensure that such is the case, the information contained inthis Registration Document is, to the best of my knowledge,in accordance with the facts and contains no omission likelyto affect its import.I hereby declare that, to the best of my knowledge and belief,the financial statements have been prepared in accordancewith the applicable accounting standards and present fairlyin all material respects the assets and liabilities, financialposition and results of the Company and the consolidatedgroup. I also declare that the information contained in themanagement report appearing on pages 20 onwards givesa true and fair view of trends in the business operations,results and financial position of the company and the consolidatedgroup, as well as a description of the main risks anduncertainties facing those companies.I obtained a statement from the Statutory Auditors at theend of their engagement affirming that they had read thewhole of the Registration Document and examined theinformation about the financial position and the accountscontained therein.Their report on the historical financial information for 2009 ispresented on pages 64 and 148 of this Registration Document.Their report on the historical financial information for 2008and 2007 is incorporated by reference. Their reports on the2007 and 2008 parent company financial statements containan emphasis of matter paragraph relating to compensationin section 3. Their report on the 2008 consolidated financialstatements contains an emphasis of matter paragraph relatingto the adoption of an income statement presentationby function.Their report on the 2009 consolidated financial statementscontains two emphasis of matter paragraphs, one relating tothe new standards and interpretations applied by the Groupin 2009, the other relating to the accounting treatment usedfor the dividend distribution in Mercialys shares and thepositions taken by the Group with regard to the consolidationof its Venezuelan subsidiary Cativen in its consolidatedfinancial statements.”Jean-Charles Naouri

Registration document 2009 / Casino Group Additional informationI 253In accordance with Article 28 of European Commission regulation 809/2004/EC, the following information is incorporated byreference in this Registration Document:2008The 2008 Registration Document was filed with the Autorité des Marchés Financiers on 20 April 2009 under no. D. 09-0272.It includes:• The consolidated financial statements (pages 60 to 140) and the Statutory Auditors’ report on the consolidated financialstatements (page 58).• Financial information (pages 1 to 96).• The parent company financial statements prepared under French GAAP (pages 143 to 169) and the Statutory Auditors’general and special reports (pages 142 and 170 respectively).2007The 2007 Registration Document was filed with the Autorité des Marchés Financiers on 6 May 2008 under no. D. 08-0368.It includes:• The consolidated financial statements (pages 60 to 142) and the Statutory Auditors’ report on the consolidated financialstatements (page 58).• Financial information (pages 1 to 56).• The parent company financial statements prepared under French GAAP (pages 145 to 171) and the Statutory Auditors’general and special reports (page 144 and 172 respectively).

Additional informationRegistration document 2009 / Casino Group254 ITable of correspondenceRegistration documentTo facilitate consultation of this Registration Document, the table below indicates the page references correspondingto the main headings required under annexe 1 of European Commission regulation 809/2004/EC of 29 April 2004.1. Persons responsible1.1. Person responsible for the registration document ........................................................................................................................ 2521.2. Statement of the person responsible for the registration document .................................................................................. 2522. Statutory auditors .................................................................................................................................................................................... 200 and 2013. Select financial information ......................................................................................................................................................................................... 44. Risk factors ............................................................................................................................................................................................................ 49 to 515. Information about the issuer5.1. History and development of the issuer5.1.1. Legal and commercial name ................................................................................................................................................................... 2405.1.2. Place of registration and registration number ............................................................................................................................... 2405.1.3. Date of incorporation and length of life ............................................................................................................................................. 2405.1.4. Domicile, legal form and governing legislation ............................................................................................................................... 2405.1.5. Important events in the development of the business ........................................................................................... 8, 245 to 2475.2. Investments..................................................................................................................................................................................... 17,18 and 266. Business overview ................................................................................................................................................................................................. 9 to 297. Organisation structure7.1. Issuer’s position within the Group............................................................................................................................................. 28, 30, 457.2. Groupe Casino organisation chart ............................................................................................................................................. 32 and 338. Property, plant and equipment8.1. Tangible fixed assets ................................................................................................................................................ 17 and 18, 103 to 1078.2. Environmental aspects........................................................................................................................................................................ 54 to 569. Operating and financial review9.1. Financial condition ............................................................................................................................................................................................ 279.2. Operating results ................................................................................................................................................................................ 25 and 2610. Capital resources ................................................................................................................................................................. 26 and 27, 112 to 11711. Research and development, patents and licences....................................................................................................................................... 2812. Trend information ........................................................................................................................................................................ 9 to 18, 36 and 3713. Profit forecasts or estimates .................................................................................................................................................................................. 3714. Administrative, management and supervisory bodies, and senior management14.1. Members of the administrative, management and supervisory bodies ................................................................. 180, 19514.2. Administrative, management and supervisory bodies and senior management conflicts of interest .............. 19915. Remunerations and benefits .................................................................................................................................................................... 195 à 199

Registration document 2009 / Casino Group Additional informationI 25516. Board practices16.1. Current term of office of members of the administrative, management or supervisory bodies........... 181 to 19416.2. Information about service contracts between members of the administrative,management or supervisory bodies and the issuer or any of its subsidiaries ............................................................... 19916.3. Board committees ..................................................................................................................................................................... 205 and 20616.4. Statement as regards compliance with corporate governance regime ............................................................................ 20217. Employees17.1. Human resources ............................................................................................................................................................................................. 5717.2. Shareholdings and stock options ............................................................................................ 42 and 43, 45 and 46, 61 and 6217.3. Arrangements for involving the employees in the issuer’s capital......................................................................... 61 and 6218. Major shareholders18.1. Ownership of capital and voting rights ..................................................................................................................................... 45 to 4818.2. Controlling shareholder ................................................................................................................................................................................ 4518.3. Arrangements which may result in a change in control of the issuer ......................................................................... 45, 19919. Related party transactions ................................................................................................................................................ 35, 140 and 141, 16920. Financial information concerning the issuer’s assets and liabilities,financial position and profits and losses20.1. Consolidated financial statements at 31 December 2008 ............................................................................................ 65 to 14620.2. Parent company financial statements at 31 December 2008.................................................................................... 149 to 17520.3. Statutory Auditors’ report on the consolidated financial statements at 31 December 2008 ................................... 6420.4. Statutory Auditors’ report on the parent company financial statements at 31 December 2008 .......................... 14820.5. Dividend policy .................................................................................................................................................................................................. 2920.6. Legal and arbitration proceedings .......................................................................................................................................................... 5120.7. Significant change in the issuer’s financial or trading position .......................................................................... 25 to 27, 3621. Additional information21.1. Information about the share capital21.1.1. Amount of issued capital ........................................................................................................................................................................... 3721.1.2. Treasury shares.................................................................................................................................................................................. 37 to 4021.1.3. History of share capital .............................................................................................................................................................................. 4421.2. Memorandum and Articles of Association21.2.1. Issuer’s objects and purposes.............................................................................................................................................................. 24021.2.2. Summary of provisions of the by-laws or charter with respect to membersof the administrative, management and supervisory bodies ....................................................... 218 to 224, 241 to 24321.2.3. Rights, privileges and restrictions attaching to the shares .................................................................................... 243 to 24421.2.4. General meetings ....................................................................................................................................................................................... 24321.2.5. Shareholder pacts......................................................................................................................................................................................... 4721.2.6. Notification of interests .......................................................................................................................................................................... 24422. Material contracts ........................................................................................................................................................................................ 34 and 3523. Documents on display............................................................................................................................................................................................. 24024. Information on holdings .................................................................................................................................................... 30 to 35, 174 and 175

Additional informationRegistration document 2009 / Casino Group256 ITable of correspondenceAnnual financial reportTo facilitate consultation of this Registration Document, the table below indicates the page references corresponding tothe information contained in the annual financial report which listed companies are required to publish in accordance witharticles L. 451-1-2 of the French Monetary and Financial Code (Code monétaire et financier) and article 222-3 of the GeneralRegulation of the Autorité des Marchés Financiers.1. Parent company financial statements ............................................................................................................................................... 149 to 1752. Consolidated financial statements ........................................................................................................................................................ 65 to 1463. Management report .......................................................................................................................................................................................... 20 to 623.1. Information referred to in articles L. 225-100 and 225-100-2 of the French Commercial Code(Code de commerce)• Analysis of business trends .............................................................................................................................................................. 20 to 25• Analysis of results ................................................................................................................................................................................. 21 to 29• Analysis of financial position ....................................................................................................................................................................... 27• Major risks and uncertainties.......................................................................................................................................................... 49 to 51• Summary of valid authorisations granted by the shareholders to the Board of Directorsto increase the share capital ........................................................................................................................................................................ 413.2. Information referred to in article L. 225-100-3 of the French Commercial Code (Code de commerce)• Factors liable to have an influence in the event of a public offer ............................................................................................ 2073.3. Information referred to in article L. 225-111 of the French Commercial Code (Code de commerce)• Purchases of treasury shares .......................................................................................................................................................... 37 to 404. Statement by the persons responsible for the annual financial report ............................................................................................ 2525. Statutory Auditors’ report on the parent company and consolidated financial statements........................................... 64, 1486. Disclosure of Statutory Auditors’ fees ................................................................................................................................................................ 2017. Chairman’s report on internal control .................................................................................................................................................... 208 à 2168. Statutory Auditors’ report on the Chairman’s report on internal control .......................................................................................... 217The original French version of this translated Registration Documentwas filed with the Autorité des Marchés Financiers (AMF)on April 6, 2010 under number D. 10-221, in accordance with article 212-13 of the AMF’s General Regulations.It may be used in connection with a financial transaction provided that it is accompanied by an Information Memorandumapproved by the Autorité des Marchés Financiers. It was prepared by the issue and its signatories assume responsibility for it.This document is a free translation from French into English and has no other value than an informative one.Should there be any difference between the French and the English version, only the text in French language shall be deemed authenticand considered as expressing the exact information published by Groupe Casino.

Investor RelationsNadine CoulmPhone: +33 (0)1 53 65 64 17 (Paris)ncoulm@groupe-casino.frAline NguyenPhone: +33 (0)1 53 65 64 85 (Paris)anguyen@groupe-casino.frWeb sitewww.groupe-casino.frShareholder RelationsB.P. 306 – 1, Esplanade de FranceF-42008 Saint-Étienne cedex 2, FranceWeb sitewww.groupe-casino.frE-mailactionnaires@groupe-casino.frToll-free number0800 16 18 20(calls originating in France only)To convert bearer shares to registered shares, contact:BNP Paribas Securities Services – GCTShareholder RelationsGrands Moulins de Pantin9, rue du DébarcadèreF-93761 Pantin cedex, FrancePhone: +33 (0)1 40 14 31 00Casino, Guichard-PerrachonSociété anonyme. Share capital: €168,852,310.11HeadquartersB.P. 306 – 1, Esplanade de FranceF-42008 Saint-Étienne cedex 2, FrancePhone: +33 (0)4 77 45 31 31Telex : CASFL X 3304645FFax: +33 (0)4 77 45 38 38The Company is registered in Saint-Étienne under no. 554 501 171 RCSParis office58-60, avenue KléberF-75116 Paris, FrancePhone: +33 (0)1 53 65 64 00Published by Groupe Casino. Design and creation: W & Cie – 19, rue Klock – 92110 Clichy. Typesetting: Compiram Simatis – 10, rue Léo Lagrange – Z.A. La Bargette – 42270 Saint-Priest-en-Jarez.Printing: Edipro groupe – 122, rue Édouard Vaillant – 92593 Levallois-Perret cedex. Printed on Cyclus Offset 100 % recycled paper.

GROUPE CASINOB.P. 306 - 1, Esplanade de FranceF-42008 Saint-Étienne cedex 2, FrancePhone: +33 (0)4 77 45 31 31 - Fax: +33 (0)4 77 45 38 38www.groupe-casino.fr