Lock-up agreement

relating to the
financial restructuring

October 5th, 2023

Strictement confidentiel
Strictly confidential
DISCLAIMER

 This presentation has been prepared by Casino, Guichard-Perrachon (“Casino” or the “Company”) in the context of the discussions and negotiations between it
and certain of its creditors and other stakeholders in respect of a potential restructuring of its financial indebtedness and related transactions. It is not
intended, and may not be used, for, any other purposes.

 This presentation includes forward-looking statements. These forward-looking statements can be identified notably by the use of forward looking terminology,
including the terms as “believe”, “expect”, “anticipate”, “may”, “assume”, “plan”, “intend”, “will”, “should”, “estimate”, “risk” and/or, in each case, their negative,
or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts and include statements
regarding the Company’s intentions, beliefs or current expectations concerning, among other things, Casino’s results of operations, financial condition,
liquidity, prospects, growth, strategies and the industries in which they operate, including business plans highlights presented herein. Although Casino
believes its business plan highlights presented herein are based on its reasonable assumptions at the time about future events, these statements are subject to
numerous risks and uncertainties.

 By their nature, forward-looking statements, including business plan highlights, involve risks and uncertainties because they relate to events and depend on
circumstances that may or may not occur in the future. These risks include those developed or identified in the public documents filed by Casino with the
French Financial Markets Authority (Autorité des marchés financiers, or “AMF”), including those listed in the “Risk Factors” section of the Universal Registration
Document filed with the AMF on April 4, 2023. Recipients are cautioned that forward-looking statements are not guarantees of future performance and that
Casino’s or any of its affiliates’ actual results of operations, financial condition and liquidity, and the development of the industries in which they operate may
differ materially from those made in or suggested by the forward-looking statements contained in this presentation. In addition, even if Casino’s or any of its
affiliates’ results of operations, financial condition and liquidity, and the development of the industries in which they operate are consistent with the forward-
looking statements contained in this presentation, those results or developments may not be indicative of results or developments in subsequent periods.
Recipients are cautioned not to place undue reliance on such forward-looking statements. The Company assumes no obligation to update or revise any forward-
looking or other statements.

 Recipients should conduct and will be solely responsible for their own investigations and analysis of the Company. Nothing in this presentation constitutes or
contemplates an offer of, an offer to purchase or the solicitation of an offer to purchase or sell or invest in any security in any jurisdiction. None of the
Company nor its respective employees or officers, makes any representation or warranty, express or implied, as to the accuracy, relevance and/or
completeness of the document or any information, forward-looking statements contained herein and the Company shall not incur any liability for the
information contained in, or any omissions from, the document.

Strictly confidential 2
INTRODUCTION

 On July 28, 2023, the Group announced that, under the conciliators' and CIRI's supervision, it had reached an agreement
in principle on July 27, 2023 with EP Global Commerce a.s., Fimalac and Attestor and certain other secured creditors
 On September 18, 2023, the Group announced that it had reached an agreement in principle with the ad hoc group of
holders of the secured notes issued by Quatrim (the "SSN") representing a majority of the noteholders regarding the
treatment of the SSNs under the agreement in principle reached on July 27, 2023
 Following these agreements in principle, the Group pursued discussions on the financial restructuring with all
stakeholders, and on October 5, 2023 entered into a binding lock-up agreement with, on the one hand, EP Equity
Investment III s.à r.l., an entity controlled by Mr. Daniel Křetínský, Fimalac and Attestor (collectively, the “Consortium”)
and, on the other hand, creditors beneficially holding 75% of the Term Loan B1, its principal commercial banking groups
holding and some of the aforementioned creditors beneficially holding 92% of the RCF2, and holders of the SSN
representing 58% of the SSN
 In accordance with the agreement in principle reached on July 27, 2023, the lock-up agreement notably provides for a
reduction in net debt of €6.1bn through (i) an equity contribution of €1,200m of New Money of which €925m will be
subscribed by the Consortium through a dedicated vehicle (the “Consortium SPV”) and €275m will be guaranteed by a
group of creditors (the "Backstop Group") and (ii) an equitization of €4.9bn of debt (including the hybrid instruments)
 As a result of the financial restructuring plan, the Consortium SPV is expected to hold around 53.7% of Casino’s share
capital (after exercise of warrants Additional Shares, but before exercise of warrants #1, #2 and #3)
 In addition, the Group has pursued negotiations with a group of high yield noteholders, a group of EMTN noteholders
and a group of hybrid instruments noteholders with a view to agreeing the treatment of these debts under the lock-up
agreement. To date, the Group's and Consortium's proposal has not been accepted by the aforementioned holders of
high yield notes, EMTNs and hybrid instruments
 The Group will request the consent of certain of its creditors (under the RCF, Term Loan B and senior secured notes
issued by Quatrim) as may be reasonably necessary to implement the transaction, and will also request certain waivers
under the relevant finance documents and an amendment to the existing intercreditor agreement entered into between
the Group and the abovementioned creditors
 All creditors will have the option of adhering to the lock-up agreement by 11 October 2023
 The opening of the accelerated safeguard proceedings for the following companies Casino, Guichard-Perrachon, Casino
Finance, Distribution Casino France, Casino Participations France, Quatrim, Monoprix and Ségisor is scheduled for 25
October 2023
Notes
1 It should be noted that creditors holding 52.9% of Term Loan B are lenders of record who have undertaken to vote in favour of the financial restructuring under the accelerated safeguard proceedings; the other signatories (sub-participants, parties to unsettled trades,

3
TRS counterparties, etc.) will instruct the corresponding lender of rencord to vote in favour (the latter not necessarily being bound by this instruction).
2 Strictly
It should be noted that creditors holding 44.1% of the RCF are lenders of record who have undertaken to vote in favour of the financial restructuring under the accelerated safeguard proceedings; the other signatories (sub-participants, parties confidential
to unsettled trades, TRS
counterparties, etc.) will instruct the corresponding lender of rencord to vote in favour (the latter not necessarily being bound by this instruction).
KEY HIGHLIGHTS OF THE AGREEMENT

1  Total new cash equity: €1,200m

Pro forma net debt estimated as at
 €925m subscribed by the Consortium SPV
31/12/2023 (€m)
New Money  €275m fully backstopped by the Backstop Group, open, by order of priority, (a) to
secured creditors (RCF and TLB), (b) to unsecured creditors, (c) to perpetual
creditors, (d) to all creditors (secured, unsecured and perpetual), and finally, as the
case may be, to shareholders
€m
2
 Conversion into equity of all unsecured debt (including principal and deferred and
accrued interest until closing), i.e. €3,518m1 + $5m
Net financial debt - December 2023 5,620
 €2,168m of EMTN and High Yield bonds outstanding1
Debt
conversion  $5m NEU CP oustanding1
into equity  €1,350m perpetual bonds outstanding1 Debt conversion into equity 1 (3,528)
Excluding conversion of hybrid
 Conversion into equity of €1,355m of secured debt1,2 (including TLB claims and RCF instruments into equity (€1,350m)
claims which will not be elevated in the reinstated RCF)
New money (1,200)

3  Claims under the existing RCF and TLB will be reinstated for a total of €2,121m Assumed tightening of payment terms
182
 Reinstated RCF of €711m (to be held by those providers of operational financing) with Distridyn
 Reinstated Term Loan of €1,410m (to be held by existing TLB lenders and by RCF
lenders, expect those who will have elevated their full claims in the reinstated
Net financial debt pro- forma 1,074
RCF)
 Bonds issued by Quatrim: €567m3 reinstated with 3-year maturity extension, i.e to
January 2027 – with an additional 1-year extension at the option of the Issuer. Quatrim
perimeter to be ring-fenced, with the SSN having limited recourse obligations to assets
of the Casino group
Treatment  Bonds issued by Monoprix Exploitation (€120m outstanding) will be repaid at closing
of debt  Other committed facilities (RCF Monoprix, Bred facility4, LCL facility and PGE Cdiscount)
as well as the Group's operating financing for a total amount of €1,178 will be
maintained for a period of 2 years from the date of completion of the restructuring with
an additional year's extension at Casino's discretion (subject notably to compliance with
the financial covenants of the reinstated RCF).
 Restructuring of certain interest rate swaps, including freezing their market value and
repaying this amount over a 3-year period from the restructuring effective date, with
customary events of default limited to certain events (notably termination (résolution) of
the accelerated safeguard plan and payment default) and a release of the guarantees
issued by CGP
Notes
1 These figures only include principal amount. They do not include the amount of accrued interests until closing
2 Secured debt will no longer bear interest from the date of the judgments approving the accelerated safeguard plans. Interest accrued until such date will be converted into equity, except the portion of accrued interest
linked to the reinstated RCF which will be paid in cash at closing
3 Including c. €14m of accrued interest capitalized at closing, before prepayment by proceeds from disposal at closing Strictly confidential 4
4 The Bred facility will be reduced by €4m at closing
KEY TERMS OF THE VARIOUS CAPITAL INCREASES (1/2)

Amount Description

 Beneficiaries: the Consortium SPV

Consortium’s  Subscription in cash only
reserved  €925m
 Instrument: ordinary shares
Capital Increase
 4-year lock-up commitment (subject to certain customary exceptions)

 Beneficiaries, in the following order of priority (each time within the limit of the amounts not subscribed at the previous
step):
 secured creditors (TLB and RCF) in proportion to their holdings in the secured debt, then
 unsecured creditors (EMTN, High Yield Notes, NEU CP) in proportion to their holdings in the unsecured debt, then
 TSSDI creditors in proportion to their holdings in the TSSDIs, then
 all creditors (secured, unsecured and TSSDI) for any subscriptions in excess of their allocation, then finally
Backstopped
 Under the conditions described in the lock-up agreement, either a capital increase with preferential subscription
Capital  €275m
rights for existing shareholders or a direct call of the Backstop Group guarantee
Increases
 Fully backstopped by the Backstop Group
 Subscription in cash only, at a price including a premium of 6% over the issue price of the Consortium's reserved capital
increase.
 Instrument: ordinary shares
 6-month lock-up commitment (except for the potential capital increase with preferential subscription rights for existing
shareholders)

 Beneficiaries: secured creditors (RCF and TLB)

 Subscription by way of set-off against claims
Secured  Instrument: ordinary shares
 €1,355m1  Secured creditors seeking to transfer their shares: each of them may choose to transfer to the Backstop Group (and the
Equitization
Backstop Group undertakes to purchase them) all its shares received from equitization with a 30% discount, up to a
maximum aggregate amount of €275m (from which the amount called under the backstopped capital increases will be
deducted) in exchange for the same amount of reinstated Term Loan at par

 Beneficiaries: unsecured creditors (EMTN, High Yield Notes, NEU CP)

Unsecured  €2,168m1 +
 Subscription by way of set-off against claims
Equitization $5m
 Instrument: ordinary shares with, subject to conditions, a Warrant #3 (see next page) attached to each share

 Beneficiaries: perpetual creditors

Perpetual
 €1,350m1  Subscription by way of set-off against claims
Equitization  Instrument: ordinary shares

Note
1 Principal amount, to which will be added the amount of accrued interests to be converted into equity Strictly confidential 5
KEY TERMS OF THE VARIOUS CAPITAL INCREASES (2/2)

Description

 Beneficiaries: 50% Consortium SPV and 50% Backstop Group (i.e. the creditors who have undertaken to underwrite the backstopped capital
increase)
Warrants #1  Giving access to 5% of Casino’s share capital (on a fully diluted basis but before exercise of warrants #3) at the restructuring completion
date, with an exercise window of 4 years after the restructuring completion date
 Exercise price equal to the subscription price of the guaranteed capital increase, increased by 12% p.a.

 Beneficiaries: 50% for the Consortium SPV and 50% for the Initial Backstop Group
 Giving access to 1.3% of Casino’s share capital (on a fully diluted basis but before exercise of warrants #3) at the restructuring completion
Warrants #2 date, with an exercise window of 3 months after the restructuring completion date
 Exercise price: par value of the share, it being specified that the price will be paid (i) in cash by the holders for a maximum amount of €50K
for all Warrant #2 and (ii) for the balance, by deduction by the Company from premiums and/or available reserves

 Beneficiaries: unsecured creditors (EMTN, High Yield bonds, NEU CP)

 Giving access to:
 In the event of accession to the lock-up agreement by creditors holding more than 50% of unsecured bonds (EMTN, High Yield bonds,
NEU CP): 2.5% of Casino's share capital (on a fully diluted basis) at the restructuring completion date
Warrants #3  In the event of accession to the lock-up agreement by creditors holding more than 2/3 of unsecured bonds (EMTN, High Yield bonds,
NEU CP): 5% of Casino's share capital (on a fully diluted basis) at the restructuring completion date
 Exercisable during 3 years from the 25th month after the restructuring completion date
 Exercise price: Warrant "in the money" as soon as the recovery of secured creditors not participating on a pro rata basis in the guaranteed
capital increase reaches 100%

 Beneficiaries: all secured creditors participating to their full pro rata (and not less than their pro rata) in the backstopped capital increase
Warrants and/or members of the Backstop Group
Additional  Give access to 5.4% of Casino's share capital (on a fully diluted basis, but before exercise of Warrants #3) at the restructuring completion
Shares date, exercisable during 3 months after the restructuring completion date
 Exercise price paid up by the Company out of premiums or available reserves

Strictly confidential 6
KEY TERMS OF THE REINSTATED DEBT FACILITIES

Borrower /
Amount1 Maturity Interest rate
Issuer

1
 Euribor (0% floor) + 1.5% p.a. in cash during the first 24
months, then Euribor (0% floor) + 2% p.a. in cash
Reinstated  4 years from
 Monoprix  €711m  Margin step ups (capped at +2% p.a.): +1% p.a. when
RCF closing
Reinstated Term Loan has been repaid by more than 50%; +2%
p.a. from the first dividend distribution

2
 Casino,
Reinstated Guichard-  3 years from  Fixed rate of 6% p.a. for the first 9 months, then a fixed rate of
 €1,410m
Term Loan Perrachon closing 9% p.a., paid in cash
S.A.

3
 Pay-if-you can (PIYC)3 coupon of 8.5% p.a.
 January 15,
 If cumulated disposal proceeds are less than 80% of the
 €567m (incl. 2027, with an
Notes targeted amount of asset disposals, the coupon will be
 Quatrim 50% of accrued additional one-
issued by SAS interest to be year extension
increased to 9.5% p.a.
Quatrim capitalized)2 at the option of  If cumulated disposal proceeds exceed 120% of the targeted
the Issuer amount of asset disposals, the coupon will be reduced to 7.5%
p.a.

Notes
1 Principal excluding deferred and accrued interests
2 Assumption of a restructuring taking effect on March 31, 2024
3 Payment of the coupon in cash is subject to minimum liquidity criteria at Quatrim level. If these criteria are not met, the coupon is capitalized

Strictly confidential 7
OPERATIONAL FINANCING AND ELEVATION OF SECURED CREDITORS

 Secured creditors have agreed to provide operational financing for an amount of €1,178m for a period
of 2 years from the restructuring completion date (with a 1-year extension at Casino's discretion,
subject, in particular, to compliance with the covenants of the Reinstated RCF)

 The Company's request concerned a budget of €1,275m. This request was not fully met by the
Elevation secured creditors who were invited to participate in this operational financing
mechanism
 Such secured creditors will reinstate their claims into the Reinstated RCF with a 1.656x reinstated
ratio (i.e. €1.656 of eligible operational financing enables to reinstate €1 of claims into €1 of
Reinstated RCF)

 The amount of the reinstated RCF has therefore been reduced to €711m

Possibility of
transferring  Each secured creditor wishing to sell all their shares may choose to sell all these shares to the
shares Backstop Group (and the Backstop Group undertakes to buy them) at a 30% discount, up to a maximum
obtained on aggregate amount of €275m (from which the amount called under the backstopped capital increase
conversion into will be deducted) in exchange for the same amount of reinstated Term Loan at par
capital

Strictly confidential 8
PROPOSAL TO UNSECURED CREDITORS (HIGH-YIELD / EMTN )

Latest proposal from Casino and the Consortium Latest proposal from the EMTN / HY Steering
to the unsecured creditors Committee
 1.7% of the fully diluted share capital before warrants  2.3% of the fully diluted share capital before warrants #3
Day-1 equity #3  Pro rata share of Cnova N.V.

 15bps for any creditor voting for the plan, provided

there is no 2/3 majority vote of unsecured creditors
(EMTN / High Yield Notes)  50bps for any creditor voting for the plan, regardless of
Early Bird /
the majority obtained from the unsecured creditors
Consent Fee  40bps for any creditor voting in favor of the plan (EMTN/High Yield Notes)
subject to the approval by a 2/3 majority of unsecured
creditors (EMTN / High Yield Notes)

 Beneficiaries: unsecured creditors (EMTN, High Yield

Notes), if 40% of the class votes in favor of the plan

 Beneficiaries: unsecured creditors (EMTN, High Yield  These warrants would give access to:
notes and NEU CP)  Tranche 1: 10.5% of the share capital on a fully
 Give access to 2.5% of CGP's capital on a fully diluted diluted basis
basis in the event of accession to the lock-up  Tranche 2: 5.0% of the share capital on a fully
agreement by creditors holding more than 50% of diluted basis
unsecured bonds (EMTN, High Yield bonds, NEU CP).  Tranche 3: 2.5% of the share capital on a fully
Warrants #3 The percentage of 2.5% will be increased to 5% in the diluted basis
event of accession to the lock-up agreement by
creditors holding more than 2/3 of unsecured bonds  Maturity: 5 years
(EMTN, High Yield bonds, NEU CP)  Exercise price: corresponding to an equity value of CGP
 Maturity: 5 years, exercisable as from the 25th month of:
following the completion of the restructuring  Tranche 1: €4,100m
 Exercise price: Warrant "in the money" as soon as the  Tranche 2: €4,600m
recovery of secured creditors not participating on a pro
rata basis in the guaranteed capital increase reaches  Tranche 3: €5,100m
100% (vs. an equity value of €6,050m in the Consortium’s proposal)

€275m
backstopped  Creditors who have signed the lock-up agreement may participate (with a reduction mechanism if necessary) in the €275m
capital backstopped capital increase, if it is not fully subscribed by the secured creditors
increase

Strictly confidential 9
CASINO AND CONSORTIUM PROPOSAL TO PERPETUAL CREDITORS

Early Bird /  15bps if the plan is not accepted by at least 2/3 majority of Perpetual creditors
Consent Fee  40bps if the plan is accepted by at least 2/3 majority of Perpetual creditors

Backstopped
 Perpetual notes holders who access to the lock-up agreement may participate (with
capital
the reduction mechanism where applicable) in the €275m backstopped capital
increase of
increase should it not be subscribed in full by the secured and unsecured creditors
€275m

Strictly confidential 10
CASINO’S INDICATIVE PRO FORMA SHAREHOLDING

After exercise of
After exercise of After exercise of
warrants Additional
% of shareholding warrants Additional warrants Additional Fully diluted
Shares, warrants #1
Shares Shares and warrants #1
and #2

Existing shareholders¹ 0.3% 0.3% 0.3% 0.3%

Consortium SPV 53.7% 51.0% 50.3% 49.1%

Backstopped Capital Increase 15.1% 14.3% 14.1% 13.8%

Secured Claims Equitization 23.0% 21.9% 21.6% 21.0%

Unsecured Claims Equitization 1.8% 1.7% 1.7% 1.6%

Perpetual Claims Equitization 0.4% 0.4% 0.3% 0.3%

Warrants Additional Shares 5.7% 5.5% 5.4% 5.3%

2
Warrants #1 - 5.1% 5.0% 4.9%

3
Warrants #2 - - 1.3% 1.3%

4
Warrants #3 - - - 2.5%

Total 100% 100% 100% 100%

Notes
1 Other than a maximum of 1,268,404 ordinary shares of the Company that may be issued pursuant to outstanding free share plans
2 50% for the Consortium SPV and 50% for the Backstop Group
3 Allocation of warrants #2: 50% of the Consortium SPV and 50% to the initial Backstop Group
4 In the event of accession to the lock-up agreement by creditors holding more than 50% (but less than 2/3) of unsecured bonds (EMTN, High Yield bonds, NEU CP): 2.5%
of Casino’s share capital, on a fully diluted basis, at the restructuring completion date

Strictly confidential 11
ADDITIONAL ITEMS

 Receipt of an independent expert report confirming the fairness of the financial terms of the
restructuring for Casino shareholders
 Obtaining of regulatory clearances (merger control, foreign investments, the Luxembourg Insurance
Main Commission (commissariat aux assurances luxembourgeois) and, where applicable, regulation governing
conditions foreign subsidies)
precedent  Publication of AMF’s exemption of the Consortium to file a mandatory public offer on Casino
 Approval of the accelerated safeguard plans by the Commercial Court of Paris
 Approval by the AMF of the prospectus for securities to be issued as part of the financial restructuring

 No implementation of the main following transactions without the prior agreement of the Consortium
SPV (including in long-form documentation): disposal within the France distribution perimeter (beyond
certain thresholds) and/or of Cnova, Cdiscount and/or GreenYellow, disposal of GPA and/or Exito shares
(other than in cash and for a cash disposal price at least equal to the VWAP at the date of the offer or to
the market price with a 5% discount), significant new debt (except for the financing of working capital
and operating losses under certain conditions), regulated agreements, Casino's entry into insolvency
Casino group proceedings, commercial partnerships above certain thresholds (other than the announced partnerships
undertakings with ITM and Prosol), guarantees and financial commitments (above certain thresholds)
 Casino will continue to hold directly and indirectly at least 98% of the shares and voting rights in Cnova
at the date of completion of the restructuring
 Casino shall hold direct and indirect interests in Exito that do not trigger a public offer in Colombia at the
date of completion of the restructuring
 Casino will need to amend its articles of association by the date of completion of the restructuring to
provide for double voting rights for all shares held in registered form for more than 2 years

 The appointment of Mr. Philippe Palazzi as Chairman and Chief Executive Officer will be proposed by the
Governance Consortium
 The Board of Directors will be composed in accordance with the Afep-Medef Code

Strictly confidential 12
INDICATIVE TARGET TIMETABLE

Until October
 Lock-up agreement accession period
11, 2023

 Deadline for obtaining a decision by the relevant commercial court to open an accelerated
Until October safeguard proceedings
25, 2023
 Commitment period for the €275m Backstopped Capital Increase

Early
November  Setting up of classes of affected parties
2023

Early January
 Classes of affected parties to vote on the proposed accelerated safeguard plans
2024

Early February
 Approval of the accelerated safeguard plans by the relevant commercial court
2024

Q1 2024  Completion of the financial restructuring

Strictly confidential 13
APPENDIX

1 Current trading Supermarkets and Hypermarkets

Net Debt estimate at 2023YE and liquidity estimates at

2
2023YE and at restructuring effective date

3 Main terms and conditions of reinstated debt facilities

4 Consortium Business Plan

Strictly confidential 14
1. CURRENT TRADING
SUPERMARKETS AND
HYPERMARKETS

Strictly confidential 15
CURRENT TRADING OF SUPERMARKETS
CONTINUED RECOVERY

Traffic/ volume of historic supermarkets(1)

Customer traffic trends Volume trends

5% -1% -2% 0%
5% 4%
-4%
-6%
1% -8%
-1% 0%
Market at
-16% -15%
-3.8% in W38

-7% -20%
-8%
-7% -24%

-10%

W13 W16 W19 W22 W27 W30 W33 W36 W37 W38 W13 W16 W19 W22 W27 W30 W33 W36 W37 W38
(1W) (1W)

 Inflection from S13 onwards and implementation of SM tariff readjustment measures

 To date, key indicators (customers and volumes) confirm Supermarkets' recovery trajectory:
 The historical SMs have now returned to positive customer traffic at +4% in 4S (S38: +5%);
 Volumes were down 2% in 4W (W38: 0%), with an above-market performance (-3.8% according
to Circana)
 These trends are in line with our forecasts

Source market : Circana L’Hebdo S38

Note 1: Historic SM (without ex-HM), including SM from Corsica Strictly confidential 16
CURRENT TRADING OF HYPERMARKETS
INITIAL TREND INFLECTION

Traffic/ volume of hypermarkets

Customer traffic trends Volume trends

-8%
-16%
-10% -10% -18%
-11% -20% -20% -20%
-13% -22%
-23%
-25%
-16% -27%
-16%
-17%
-19% -32%

W13 W16 W19 W22 W27 W30 W36 W37 W38 W13 W16 W19 W22 W27 W30 W33 W36 W37 W38
(1W) (1W)

 Price adjustment measures effects are more gradual than for Supermarkets (SM), with
Hypermarkets (HM) requiring more time and advertising effort

 To date, Hypermarkets are continuing their gradual improvement:

 Customers are improving with a 4W level of -10% (W38: -8%);
 Volumes remain below market at -20% in 4W (W38: -16%)

 On volumes, the gap with market trends is narrowing (~6pts improvement in the differential in
W38 vs. the last 4 weeks)

Source market : Circana L’Hebdo S38

Strictly confidential 17
2. NET DEBT ESTIMATE AT
2023YE AND LIQUIDITY
ESTIMATES AT 2023YE
AND AT RESTRUCTURING
EFFECTIVE DATE

Strictly confidential 18
NET FINANCIAL DEBT ESTIMATE AS AT 31/12/2023

€m Dec-22 Dec-23 Var.

EMTN / HYB 2,287 2,168 (119)

Quatrim SSN 653 553 (100)

Term Loan B 1,425 1,425 -

Casino Finance RCF 50 2,051 2,001

Short term debt 222 187 (35)

Others 289 479 190

Total debt 4,926 6,863 1,937

Cash and cash equivalents 1 (420) (1,243) (824)

Net financial debt 4,506 5,620 1,113

Note
1 After excluding float and unavailable cash, and after taking into account certain additional risks, available cash would be €527m as at December 31, 2023

Strictly confidential 19
ESTIMATED LIQUIDITY POSITION AT 31/12/2023 AND UNTIL
RESTRUCTURING EFFECTIVE DATE

€m

Liquidity 31/12/2023 after risks and levers - 27/07/2023 595

Additional real estate disposals 96

Escrow account Quatrim (73)

Update of sensitivity impacts (91)

Revised liquidity 31/12/2023 after risks and levers 527

€m

Revised liquidity 31/12/2023 after risks and levers 527

FCF after financial costs Jan- Mar 2024 (601)

Repayment / freezing of debts and financial expenses 161

Sensitivity and others 14

Financial expenses cash- out at closing (83)

Debt repayment at closing (124)

Repayment of tax ans social liabilities (296)

Capital increases 1,200

Liquidity PF at closing - March 2024 798

Note: Liquidity represents available cash after risks and levers Strictly confidential 20
3. MAIN TERMS AND
CONDITIONS OF
REINSTATED DEBT
FACILITIES

Strictly confidential 21
REINSTATED RCF – MAIN TERMS AND CONDITIONS (1/2)

Main terms Description

Borrower  Monoprix
Principal amount  €711m
Maturity  4 years after the Closing Date
Rank  Super senior secured

 Euribor + Margin
 1.50% p.a. for the first 24 months following the Closing Date and 2.00% p.a. thereafter
Interest  Margin step up (capped to +2% p.a.) : +1% p.a. as from the date on which the principal
amount of the Reinstated TLB as at the Closing Date has been reduced by more than 50%;
and +2% p.a. as from the first dividend distribution

Guarantors  Casino, Guichard-Perrachon, Casino Finance and Distribution Casino France

 Each guarantor grants a pledge over (i) the shares of its subsidiaries (Monoprix, Casino
Finance, DCF, Tevir, Segisor, Monoprix Holding, Monoprix Exploitation and Franprix Leader
Collateral
Price Holding), (ii) its intragroup receivables and (iii) its principal bank accounts. Security
package shared with the TLB

Mandatory
 1) change of control, 2) disposal of Franprix or Monoprix, 3) disposal of all or substantially all
prepayment (in
of the assets
full)

 The net proceeds from the sale of certain assets will, on one hand, be used to amortize the
Resizing TLB Reinstated debt, and on the other hand, to reduce the size of the Reinstated RCF based
on the percentage reduction in revenue

Strictly confidential 22
REINSTATED RCF – MAIN TERMS AND CONDITIONS (2/2)

Main terms Description

Allocation of  Until 31/12/2025, disposals of French assets within the distribution perimeter will not be
asset sale subject to mandatory prepayments. From that date, and subject to a minimum liquidity test, a
proceeds portion of the proceeds from disposals will be used to repay the Group's financial debt

 18 months covenant holiday

Financial
Covenants  The financial covenants will include liquidity test (tested monthly), cash flow forecasts (tested
quarterly), and total net leverage ratio (tested quarterly)

Applicable law  French law

Strictly confidential 23
REINSTATED TLB – MAIN TERMS AND CONDITIONS

Main terms Description

Borrower  Casino, Guichard-Perrachon

Principal amount  €1,410m

Maturity  3 years after the Closing Date

Rank  Senior secured

Interest  6.00% p.a. for the first 9 months following the Closing Date and 9% p.a. thereafter

Guarantors  Monoprix, Casino FInance,, Distribution Casino France and Ségisor

 Each guarantor grants a pledge over (i) the shares of its subsidiaries (Monoprix, Casino
Finance, DCF, Tevir, Monoprix Holding, Monoprix Exploitation and Franprix Leader Price
Collateral
Holding), (ii) its intragroup receivables and (iii) its principal bank accounts. Security package
shared with the RCF

Allocation of  Until 31/12/2025, disposals of French assets within the distribution perimeter will not be subject to
asset sale mandatory prepayments. From that date, and subject to a minimum liquidity test, a portion of the
proceeds proceeds from disposals will be used to repay the Group's financial debt

 18 months covenant holiday

Financial
Covenant  The financial covenants will include liquidity test (tested monthly), cash flow forecasts (tested
quarterly) and total net leverage ratio (tested quarterly)

Applicable law  French law

Strictly confidential 24
QUATRIM SSN – MAIN TERMS AND CONDITIONS (1/3)

Term Description

Issuer  Same as existing SSN: Quatrim SAS

 Treatment of accrued interest: c.€28m of accrued interest until the restructuring effective
date will be (i) 50% repaid in cash on the restructuring effective date and (ii) 50% added to the
pre-restructuring principal amount
Principal amount  New notional of €567m (before mandatory redemptions), comprised of:
 c.€553m of outstanding principal amount, and
 c.€14m of capitalised accrued interest1
 Segregated account balance to be applied in prepayment of the Quatrim notes on the
Mandatory restructuring effective date
redemptions at  c.€20m as of 11 September 2023
closing  Further disposal proceeds are expected to be deposited on the segregated account ahead
of the restructuring effective date

 Maturity extension from 15 January 2024 to 15 January 2027, with an additional 1-year
Maturity
extension at Quatrim’s option

Ranking  Senior secured

 Pay-if-you can (PIYC) coupon of 8.5% per annum, subject to asset disposal plan progress
 PIYC interest subject to minimum liquidity criteria at Quatrim level

Interest  Coupon step-up: if actual disposal proceeds are less than 80% of target disposals proceeds,
coupon will be increased to 9.5% per annum
 Coupon step-down: if actual disposal proceeds are higher than 120% of target disposals
proceeds, coupon will be decreased to 7.5% per annum

Note
1 Assuming a restructuring effective date on 31 March 2024 Strictly confidential 25
QUATRIM SSN – MAIN TERMS AND CONDITIONS (2/3)
Term Description
 Pledge over the shares of Quatrim
 Pledge over the shares of L'Immobilière Groupe Casino (“IGC”)
 Pledge over Quatrim’s material bank accounts opened in France
Collateral  Pledge over Quatrim’s Notes Segregated Accounts and Notes Securities Accounts with respect
to the SSN
 Pledge over the receivables owed to Quatrim under the Segisor Proceeds Loan and Monoprix
Proceeds Loan
 Limited recourse to the Casino group1:
 New CGP Guarantee in relation to:
 Contractual rent, service charges and capex obligations due by members of Casino
Guarantees Group to IGC
 A capex shortfall
 Monoprix SAS Guarantee / Proceed Loan for an amount of €50m
 Segisor Guarantee / Proceed Loan for an amount of €46m
 Certain portions of the disposal proceeds of some assets to be applied in prepayment of the
Quatrim notes in case of disposal:
 All of the net proceeds from the sale of the assets held by Quatrim and its subsidiaries
(the “Quatrim Perimeter”)
 33.33% of the net proceeds from the sale of the Casino Participations France (“CPF”) real
Allocation of estate assets
disposals  33.33% of the net proceeds from the sale of Green Yellow
proceeds  33.33% of the net proceeds from the sale of the other Casino Participations Finance
assets
 Subject to minimum liquidity criteria at Casino group level, an amount capped at €46m
corresponding to 50% of the net proceeds exceeding €590m received by Segisor from the
disposal of LatAm assets
 Net proceeds for allocation subject to Minimum Liquidity Amount at Quatrim group.
Note
1. The Quatrim group will be subject to ring-fencing of their liabilities, assets and cross liabilities from the remainder of the Casino Group subject to the
provisions of the term sheet
Strictly confidential 26
QUATRIM SSN – MAIN TERMS AND CONDITIONS (3/3)

Term Description

 Set up by the Quatrim noteholders of a steerco observer to monitor the asset disposal plan,
Governance
with step in rights in case of material breach of the asset disposal plan.

Asset disposal  Disposal plan related to certain assets of Quatrim and its Subsidiaries, as submitted by the
Plan Company to the Senior Secured Notes Trustee on the restructuring effective date

 The Asset Disposal Plan will include a covenant as to the amount of disposal proceeds to be
achieved with levels to be agreed and to be tested on a semi-annual basis
Asset-related
Covenants
 The Asset Disposal Plan shall also include covenants on an annual capital expenditure
amount and an annual operating expenses amount

Governing law  Laws of the State of New York

Strictly confidential 27
4. CONSORTIUM BUSINESS
PLAN

Strictly confidential 28
OVERVIEW OF THE CONSORTIUM’S STRATEGIC PLAN FOR THE FRENCH
PERIMETER

1 Key assumptions
 Business plan based on the company’s revised Business plan published on the September 20th,
2023

2 Key levers
 Every day low price strategy by reducing prices in line with best performers in all local
markets where the group operates
 Significant investments in stores through capex and more employees in stores to improve the
quality of service
 Increased marketing expenses
 Improve fresh products assortment across the banners, capitalizing on fruitful partnerships
with third parties
 Improve private label assortments and generate synergies across banners by capitalizing on
the group's strengths (e.g. Monoprix textile offer)
 Relaunch expansion selectively and mostly through franchise and accelerate conversion to
franchise of owned stores wherever possible
 Accelerate Cdiscount transition to a marketplace model

Strictly confidential 29
PRESENTATION OF THE CONSORTIUM’S BUSINESS PLAN (2024-2028)

Net sales (in €m)

CAGR: +4.4%

16,547 17,082 17,560

14,784 15,867

2024P 2025P 2026P 2027P 2028P

EBITDA (in €m)

EBITDA
2.1% 3.2% 4.1% 4.9% 5.4%
margin
676 829 949
316 508

2024P 2025P 2026P 2027P 2028P

Net Capex (in €m)

439 441 445 468 461

2024P 2025P 2026P 2027P 2028P

Operational Free Cash Flows1 (in €m)

23 199 326

(446) (192)
2024P 2025P 2026P 2027P 2028P

Note
1 Operational Free Cash Flows after CAPEX, APCO, non cash-items and before change in working capital Strictly confidential 30