RALLYE Investor Presentation November 2016 AGENDA Overview of the - - PowerPoint PPT Presentation

RALLYE

Investor Presentation

November 2016

2 Rallye – Investor Presentation – November 2016

 Overview of the Group  Rallye – Financing & Liquidity  Casino : 2016-2017 priorities  Appendices

AGENDA

3 Rallye – Investor Presentation – November 2016

Strategic asset Among the global leaders in the retail industry

Listed company

Specialist in the sporting goods retail industry Diversified investment portfolio made up of both financial investments and real estate programmes, valued at €96m as at 06/30/16

100% 50.4% of shares(1) 62.0% of voting rights

RALLYE GROUP PRESENTATION AS AT JUNE 30, 2016

INVESTMENT PORTFOLIO

4 Rallye – Investor Presentation – November 2016

CASINO IN FRANCE – INTEGRATED MULTI-FORMAT RETAILER

 Well-balanced portfolio between formats :

– 39%* of revenues from premium (Monoprix, Casino SM) – 38%* from discount (Géant Casino, and Leader Price) – and 23%* from convenience (Franprix, Casino convenience) – 10,627* stores and €18.9bn* in sales

 Differential strategy rolled out across these formats :

– Continuing expansion of the Monoprix network – Maintaining competitive price positioning in discount banners – Qualitative and customer-focused new Franprix commercial concept and deployment of convenience through franchises

 In e-commerce: Cdiscount is the No. 2 player in France

5 Rallye – Investor Presentation – November 2016

CASINO IN SOUTH AMERICA - LARGE SCALE AND POWERFUL RETAIL PLATFORM

 4 countries in South America covering 75% of region’s population  ~300 M potential customers  N°1 retailer in Brazil, Uruguay and Colombia  2,606 stores*, Leader in all modern retail segments  Top of class e-commerce retailer in South America : # 6 global pure player by sales  Real estate : dual business model with 795,000 m² GLA  Largest private employer of South America with + 200,000 employees*

6 Rallye – Investor Presentation – November 2016

 Overview of the Group  Rallye – Financing & Liquidity  Casino : 2016-2017 priorities  Appendices

AGENDA

7 Rallye – Investor Presentation – November 2016

Rallye’s net financial debt stood at €2,933m as at June 30, 2016

Bank debt and private placements Bond debt 2,968

• 73

268 338 570 1,864 Cash and cash equivalents Other* Commercial paper Drawn credit lines 17 11 143 413 520 1,829 2,933 December 31, 2015

NET FINANCIAL DEBT AS AT JUNE 30, 2016

Other* Bond debt Bank debt and private placements June 30, 2016 Drawn credit lines Bank overdrafts Commercial paper

At June 30, 2016, Rallye’s gross debt was down to €2,922m vs €3,041m at year end 2015 As at October 28, 2016, Rallye’s commercial paper reached €243m

8 Rallye – Investor Presentation – November 2016

A WELL-BALANCED DEBT SCHEDULE, WITH ONLY ONE REDEMPTION IN 2016 AND NONE IN 2017

Bond redemption schedule

Total : €1,829m In € millions

Bond exchangeable into Casino shares: investor put on October 2, 2018

Bank loans and private placements redemption schedule

In € millions Total : €520m

Private placement

300 389 200 465 375 2022 2021 2020 2019 2018 300 2017 2016 110 150 160 50 50 2016 2022 2021 2020 2019 2018 2017

On October 26, 2016 Rallye issued non- dilutive cash-settled bonds exchangeable into Casino Shares

9 Rallye – Investor Presentation – November 2016

Confirmed credit lines maturity schedule

In € millions

Total : €1,820m

The average maturity of the €1,820m of confirmed credit lines stood at 4.5 years at June 30, 2016 :

• Since January 1st 2016, Rallye has extended the maturity of more than €850m of credit lines
• Confirmed credit lines are contracted with about twenty different banks

A STRONG LIQUIDITY POSITION, WITH €1.8bn OF CONFIRMED AND AVAILABLE CREDIT LINES, €1.4bn OF WHICH UNDRAWN

300 783 390 257 90 2016 2017 2022 2021 2020 2019 2018 2023

10 Rallye – Investor Presentation – November 2016

 Overview of the Group  Rallye – Financing & Liquidity  Casino : 2016-2017 priorities  Appendices

AGENDA

11 Rallye – Investor Presentation – November 2016

2016 -2017 PRIORITIES

• II. Turnaround in Brazil
• I. Lasting recovery in France
• III. Exito: strong operational results in Colombia, Argentina and Uruguay
• IV. Simplification of e-commerce activities
• V. Significant deleveraging and strengthened liquidity

12 Rallye – Investor Presentation – November 2016

• I. RECOVERY IN FRANCE : POSITIVE LFL OVER 2 YEARS IN

Q3 2016 SALES

Change between Q3 2015 and Q3 2016 Q3 2016 Total growth Organic growth* Same-store growth* Same-store growth

• ver 2 years

Hypermarkets* 1,233

• 0.4%

+0.4% +0.2% +3.7%

• /w Géant Casino

1,147

• 0.6%

+0.3% +0.3% +4.2% Leader Price 597

• 7.6%
• 4.6%
• 2.7%
• 0.5%

Monoprix 971 +1.1% +0.8%

• 2.3%
• 0.2%

Supermarkets Casino 903 +3.3% +4.5% +2.8% +3.5% Franprix 370

• 6.5%
• 1.9%
• 0.1%

+0.5% Convenience & Other** 686

• 1.7%
• 2.1%
• 3.9%

+0.5%

• /w Convenience

417

• 0.6%
• 0.9%
• 2.3%

+6.0% France Retail 4,760

• 1.1%

+0.0%

• 0.6%

+1.8%

 In France, sales were impacted by two factors:

– A plan to close 282 loss-making stores which had a negative -0.6% impact on sales – The transfer of stores to franchise in formats suited to this type of operation (Convenience, Franprix and Leader Price). These transfers, for which the Group continues to record wholesale sales, had a negative impact of -0.9% in Q3

 Gross sales under banners remained dynamic rising by +0.7% (+1.4% for food)

* Total sales by each banner from integrated stores and franchises and excluding fuel ** Others : mainly Vindémia and Cafeterias

13 Rallye – Investor Presentation – November 2016

• I. RECOVERY IN FRANCE : RETAIL MARKET SHARES

Leclerc 0.6 Lidl 0.3 0.1

Cumulative market share measured by the Kantar Worldpanel from January 1, to September 4, 2016  Casino is one of the 3 retailers to achieve market share gain in France  This gain has been achieved with limited expansion

14 Rallye – Investor Presentation – November 2016

• I. RECOVERY IN FRANCE: PROFITABILITY

 Annual target of Trading profit in 2016 above €500m (vs €337m in 2015):

– Ex real estate gains (€167m in FY 2015 vs c.€80m in 2016), main improvements in 2016:  Higher gross sales under banners in food (+2,5% y-t-d at the end of Q3)  Various gross margin improvements: purchasing gains, optimization of mix and pricing, wider fresh assortment  Transfer of stores to franchises, closure of non performing stores and cost reductions – +€170m of improvement already reached in H1 2016 – At the end of Q3 2016, the YTD unaudited trading profit of French Retail operations is well ahead of last year and is fully consistent with our full year objective – These actions will have a positive carry-over impact in 2017, driving the 2017 profitability growth

 Profitability supported by solid operating performances of our different banners:

– Stable market shares at Monoprix globally (Kantar) and locally (IRI) (Paris, suburbs and other cities) and excellent margins thanks to its unique mix of food and non-food assortment – High level of profitability at Franprix and increase at Casino Supermarchés – Leader Price profitable in 2016 and Géant from 2017 onwards

15 Rallye – Investor Presentation – November 2016

• I. RECOVERY IN FRANCE: LEVERS OF PROFITABILITY

IMPROVEMENT IN 2016 IN €

Targeted improvement

• f French Retail trading

profit (ex real estate) > €250m Margin improvement > €180m Cost reduction > €70m Food volume growth €80m Purchasing, pricing and mix €100m Stores’ closures €20m Transfer to franchise €40m Other cost cutting €10m

Activity Gross Margin

16 Rallye – Investor Presentation – November 2016

• I. RECOVERY IN FRANCE: FREE CASH-FLOW

 Net capex of c. €350m in 2016

• Gross capex allocated to premium formats and maintenance
• Disposal of mature assets (stores, warehouses, etc)
• Net capex level in 2017 similar to 2016

 FCF *

• Before 2015 dividends and coupons on hybrids instruments > €550m
• After 2015 dividends and coupons on hybrids instruments > €150m **

* Operating cash flow from the French business activities after tax - capex of the French business activities and dividends received from international subsidiaries and equity associates - net financial expense ** Before 2016 interim dividend

17 Rallye – Investor Presentation – November 2016

• II. TURNAROUND IN BRAZIL: GPA FOOD
• Acceleration of sales growth in Q3 2016 (+8.3% LFL)
• Total food sales grew +10.8% (LFL) in Q3
• Solid performance of Assaí, with sales growth of 45.8% in Q3
• Recovery in food LFL for Extra Hypermarkets thanks to new commercial initiatives

(“1, 2, 3 promotions”, Hyper fair, Lowest price)

• Strong performance of Proximity and Premium banners (Pao de Acucar)
• Excluding tax credit recognized in Q2, EBITDA margin to increase sequentially

in Q3 vs. Q2

• Progressive improvement of Sales trends
• Operational efficiency gains (headcount reductions, review of marketing spend, productivity

in logistics)

18 Rallye – Investor Presentation – November 2016

• II. TURNAROUND IN BRAZIL: VIA VAREJO

 Sales at Via Varejo started to grow again in Q2, which was confirmed in Q3

• Focus on competitiveness and core product families
• Development of services
• Market share gains

 Focus on cost cutting and financial discipline  Merger with Cnova Brazil expected in Q4 2016

19 Rallye – Investor Presentation – November 2016

• III. EXITO: STRONG OPERATIONAL RESULTS IN COLOMBIA,

ARGENTINA AND URUGUAY

• In H1 2016, solid operational performances in Colombia, Uruguay and Argentina
• Opening of the first Cash & Carry store in Colombia, with additional projects in 2017
• Creation of “Viva Malls”, a vehicle designed to fund real estate developments

in Colombia and announcement in September of a MOU with Fondo Inmobiliario Colombia (a private equity) for an investment in equity of more than $260m

• Synergy plan with GPA: on track, with expected improvement of +50bps in consolidated

EBITDA margin by 2019

• Positive evolution of the stock value of GPA and Via Varejo still to be seen in Exito share price
• Deleveraging plan focused on working capital optimization of around $150m
• Structural reduction of inventories (by 4-5 days)
• Optimization of receivable collection and negotiation of term with suppliers

20 Rallye – Investor Presentation – November 2016

• IV. SIMPLIFICATION OF E-COMMERCE ACTIVITIES

(Source: Via Varejo Notice of Material Fact 08/08/2016)

 Announcement in May 2016 of the project to reorganize Cnova’s E-commerce Business in Brazil (Cnova Brazil) within Via Varejo to create an omni-channel Electronics leader in Brazil and to focus Cnova on the Cdiscount activity in France  Approval of this project by the Boards of Via Varejo and Cnova in August 2016 and at Via Varejo shareholders’ meeting in September; approval expected by Cnova’s shareholders' meeting: 27 October 2016  Subject to the completion of the reorganization between Via Varejo and Cnova Brazil, Casino has agreed to launch an offer to purchase the publicly held Cnova shares at US$5,50 per share  The reorganization is expected to generate operational synergies:

• One time working capital improvement of c. BRL325m, thanks to the reduction of
• verlapping inventories
• Recurring sales and cost synergies of c. BRL245m, run-rates achieved in 2017

21 Rallye – Investor Presentation – November 2016

• V. DELEVERAGING

 Rapid execution of the asset disposal plan, which exceeded objectives:

• Disposal of operations in Thailand in March 2016
• Disposal of operations in Vietnam in April 2016

 Sharp decline in Casino's Financial net debt in France:

• Net debt in France reduced from €8.5bn at 30 June 2015 to €4.0bn at June 2016
• Year end debt to be significantly reduced from €6.1bn as of December 2015

 Positive Free Cash Flow after dividend > €150m  Significant divestments (Asia): 3.9bn  Buy back of Monoprix convertible €500m  2016 Interim dividends €170m  Buy back of Casino, Exito* and GPA** shares and liquidity contract €150m  Other non cash items

• Purchase offer on Cnova up to €160m (most probably to take place in early 2017)

* See note 3.1.2 to the H1 consolidated financial statements: between 1 March and 28 March 2016, the Group acquired 2.4 million shares in Exito for a total of USD 11 million (€10 million), increasing its stake in the company to 55.30% from 54.77% previously ** See note 3.1.3 to the H1 consolidated financial statements: in June 2016, the Group acquired 970 thousand preference shares for €11 million, representing about 0.4%

• f GPA’s share capital

22 Rallye – Investor Presentation – November 2016

• V. LIQUIDITY STRENGTHENED BY ASSET DISPOSALS

 Liquidity further strengthened by the disposals

• Gross cash of €2.9bn and €3.7bn in confirmed undrawn lines of credit
• Average maturity of confirmed lines of 4 years, an improvement following a one-year extension

to the maturity of the €1,200m syndicated credit facility

 At the end of Q3, Casino has reimbursed the bond maturing in April for €386m and bought back

€978m of outstanding bonds (€108m in the market and c.€870m via 2 public offers in June and September)

 At the end of Q3, 2016, the average maturity of Casino’s bond debt is 5 years  The February 2017 will be redeemed with the proceeds from the disposal plan 1,578 3,079 2,866 3,711

Cash and cash equivalents Credit facilities H1 2015 H1 2016

* Scope: Casino Guichard Perrachon parent company, French businesses and wholly-owned holding companies

€6,577m liquidity* at June 30, 2016

In € millions

23 Rallye – Investor Presentation – November 2016

 Overview of the Group  Rallye – Financing & Liquidity  Casino : 2016-2017 priorities  Appendices

AGENDA

24 Rallye – Investor Presentation – November 2016

In €m H1 2015

Restated (1)

H1 2016 Net sales 21,581 19,673 EBITDA 801 670 Current operating income (COI) 388 317 Consolidated net profit, Group share 79 2,581 Net underlying profit (loss), Group share 6 (3) Consolidated net debt (8,438)(3) (6,343) Casino France net debt (2) (8,482) (3) (4,027)

CASINO KEY FIGURES - FIRST-HALF 2016

First-half 2016 results are notably impacted by:  The 2015 financial statements have been restated in accordance with IFRS 5: profits from the Asian businesses up until their sale, as well as the consolidated disposal gain, are reported under "Net profit from discontinued operations". The consolidated income statement also reflects a non- material restatement related to the first-time consolidation of Disco (PPA).  In the first half of 2016, changes in the scope of consolidation were not material and primarily concerned Franprix and Leader Price stores sold to master franchise partners that are now accounted for by the equity method.  Currency effects were negative, with significant average declines in the Colombian peso and Brazilian real against the euro. Nevertheless, the real and the COP have rallied against the euro since early June 2016.

in 2015 the definition of net financial debt mainly in view of net assets held for sale in connection with its debt reduction plan and debt of "minorities puts”. NFD at 30 June 2015 has been restated according to this new definition .

25 Rallye – Investor Presentation – November 2016

FRANCE RETAIL: SALES RECOVERY CONFIRMED

 Confirmed growth at Géant during H1 2016 : same-store sales growth of +3.1%(1), continued good sales trends (high growth in traffic

and increased market share), and good commercial dynamics: co-leader on prices, work on the offering, faster check-out and more items availability

 Continuous good dynamic at Leader Price: same-store sales growth of +3.1%(1) in H1, strong commercial momentum during the period

with good price positioning(2) and a simplified and better designed offer generating growth in sales per square meter, test of a new concept, and stepped-up deployment of the franchise network with half of the network franchised at the end of Q2, vs. 22% at end-June 2015

 Good performances at Monoprix: resilient food and apparel sales in a context marked by unfavourable weather conditions and the

decline in tourist activity in Paris, organic sales growth of +1.5%(1) over H1, and continued very dynamic expansion with the opening of 36 new stores during the period

 Improvement in performances for Supermarchés Casino during H1 2016 : same-store sales growth of +0.6%(1),organic growth of

+2.5% thanks to the opening of 11 new stores since Q3 2015 and the activity of franchises, success of the marketing and operational action plans with notably the revamp of promotions and loyalty programme

 Sound performance at Franprix: stable same-store sales(1) over H1 2016 and continued roll-out of the Mandarine concept which has

delivered strong growth and outperformed the other stores. By end-2016, 58% of the store base to be renovated into the new format

 Continuous action plans in Convenience: continuous improvement on the offering and services with the development of new services,

• ffer modernization, and ongoing rationalisation of the store network (opening of stores, transfer to franchises, switch to new concepts)

In €m H1 2015 restated H1 2016 Net sales 9,136 9,264 EBITDA 146 267 EBITDA margin 1.6% 2.9% Current operating income (COI) (53) 85

• f which property development

81 49

26 Rallye – Investor Presentation – November 2016

Latam Retail -

Grupo Éxito: excellent sales momentum  Good growth in organic sales at around +11%(1) in the first half (excluding Brazil)  Good sales performance in Colombia, driven by the revitalisation of hypermarkets, and continued expansion with 264 store openings (including 257 Aliados Surtimax stores)  Sound performance in Argentina and Uruguay GPA Food: organic growth of +11.4%(1) during Q2 2016  Initial success of the new commercial strategy at Extra  Very good commercial performances at Assaí, with a strong increase in same-store sales and traffic  Stable market share for Pão de Açucar  Solid same-store sales growth and continuous gains in market share in convenience

LATAM RETAIL: EXCELLENT SALES MOMENTUM AT ÉXITO AND IMPROVED SALES IN BRAZIL

H1 2016

In €m H1 2015 published H1 2016 at CER(2) H1 2016 Net sales 7,803 8,607 6,836 EBITDA 459 427 340 Current operating income (COI) 299 267 212 COI margin 3.8% 3.1% 3.1%

27 Rallye – Investor Presentation – November 2016

Latam Electronics -

 Sharp turnaround in sales driven by the success of the revamped sales policy and the action plans  Continued market share gains, both by category (+150bp) and in the overall market (+220bp), at end-May 2016 vs end-May 2015: Via Varejo has returned to market share historic highs  Ongoing implementation of 2015 operational plans: improvement in the offer, in customer service and stronger cost control

LATAM ELECTRONICS: RECOVEVERY IN SAME-STORE SALES STARTING IN Q2 2016

H1 2016

In €m H1 2015 published H1 2016 at CER(1) H1 2016 Net sales 2,924 2,722 2,182 EBITDA 226 156 125 Current operating income (COI) 191 124 100 COI margin 6.5% 4.6% 4.6%

28 Rallye – Investor Presentation – November 2016

E-commerce -

Cdiscount  Sustained increase of organic sales at +13.7%  Strong growth of marketplace as at June 30, 2016, with circa 9 500 merchants  More than 50% of traffic is now realized on mobile  Action plans include new innovative services: same-day delivery for packages over 30kg, Sunday delivery  Improved profitability at Cdiscount Nova  Organic sales: -29.8% in H1 2016  Satisfactory development of marketplace (>3 500 merchants)  Strong growth in mobile traffic and sales  First results of action plans: improved availability, migration of back office IT systems  Profit impacted in Brazil by lower sales, and introduction of a cost-cutting plan

E-COMMERCE: TRAFFIC PROGRESSION AND MARKETPLACES DEVELOPMENT

H1 2016

In €m H1 2015 published H1 2015 restated H1 2016 EBITDA (35) (30) (62) Of which France (25) (20) 1 Of which Brazil (10) (10) (63) COI (55) (50) (80) Of which France (36) (31) (9) Of which Brazil (19) (19) (70)

29 Rallye – Investor Presentation – November 2016 Business volume of Groupe GO Sport reached more than €440m in H1 2016 During H1, net sales of €349m and growth of+4.6% on a like-for-like basis and at constant exchange rates  Continued commercial momentum of GO Sport France : same-store sales growth of +2.3%, in connection with the very strong performance of the Team Sports department during the Euro 2016. Launch of a new banner dedicated to cycling : Bike+  Ongoing strong growth for Courir, which acquired during the semester 12 additional stores formerly under the Bata banner  Continued development of franchise networks, both for GO Sport and Courir, with a network of respectively 33 and 25 stores at the end of H1 2016, versus 17 and 23 at the end of 2015  GO Sport in Poland posted good performance with a same-store sales growth of +3.5% at constant exchange rates, driven by both clients and volumes’ growth  New sustained growth for the Group’s e-commerce websites and reinforced cross-canal strategy: all GO Sport stores are now equipped with online purchasing terminals  The international franchise network expanded in H1 with the opening of 7 stores  EBITDA and COI are up compared to H1 2015  A total network of 542 stores at the end of H1 2016, 81 of which are located aboard

4.6 3.2 2.9

• 4.6

H1 2016 2015 2013 2014

CONTINUED GROWTH OF GROUPE GO SPORT IN H1 2016

Evolution of net sales of Group GO Sport on an LFL basis and at constant exchange rates

30 Rallye – Investor Presentation – November 2016  Over the last semesters, Rallye replaced the majority of its most expensive financing with cheaper resources  During H1, Rallye carried on the optimization of its financial costs by arbitrating between available resources  Buyback of €35m of bonds maturing in 2021  Signing of bank financings at a reduced cost compared to bonds

CONTINUED DECREASE OF RALLYE’S COST OF NET FINANCIAL DEBT IN H1 2016

Rallye’s cost of net financial debt amounted to €50m in H1 2016, compared to €57m in H1 2015

50 55 57 74 91 95 H2 2015 H1 2016 H1 2015 H2 2014 H1 2014 H2 2013

Half-yearly evolution of Rallye’s cost of net financial debt (in €m)

31 Rallye – Investor Presentation – November 2016

Cost of net financial debt 686 EBITDA 2,358

3.44x

12/31/2015 (€m)

2015 1,716 Covenant 1,200

Standalone equity of Rallye SA as at 12/31/15 (€m)

COVENANTS INDEPENDENT FROM CASINO’S SHARE PRICE AND MET WITH AMPLE HEADROOM

 There are no covenants on Rallye’s bond documentation nor on Rallye’s commercial paper program  Rallye’s bank documentation does not include any covenant or step-up clause linked to Rallye’s NAV, Rallye’s net debt coverage by assets ratio, Casino’s share price or rating  The only covenants existing on Rallye’s bank debt (drawn and undrawn) are the following : Consolidated EBITDA / consolidated cost of net financial debt > 2.75

• Calculated twice a year : at 06/30 on a LTM basis, and at 12/31
• Can be read directly in Rallye’s consolidated financial statements

Standalone equity of Rallye SA (statutory accounts) > €1.2bn

• Calculated once a year at year-end
• Can be read directly in Rallye’s unconsolidated financial statements

32 Rallye – Investor Presentation – November 2016

 Neither bonds nor commercial paper necessitate Casino share pledges  €210m of drawn bank loans are subject to Casino share pledges  €1.45bn of credit lines (out of the €1.82bn) are also subject to share pledges, only when drawn  Shares are pledged based on a ratio of 130% of notional, with margin calls for additional shares, or share releases, according to the evolution in the Casino share price  At June 30, 2016:  €210m of drawn bank loans and €350m of drawn credit lines were subject to share pledges  14.9m Casino shares were pledged out of a total of 56.7m shares owned

SECURED FINANCING AND LIMITED CASINO SHARE PLEDGES

33 Rallye – Investor Presentation – November 2016

DISCLAIMER (1/2)

Important Information for Investors and Security Holders In this presentation, Rallye cautions that there can be no assurance as to when Casino’s offer for Cnova’s outstanding ordinary shares will be launched or whether it will be launched at all. The launch of Casino’s voluntary tender offer will follow completion of the reorganization between Via Varejo and Cnova Brazil, which remains subject to the fulfilment of certain conditions precedent (including, in particular, the absence of a material adverse event prior to completion of the reorganization). This presentation does not constitute an offer to purchase, nor a solicitation to sell any securities. Investors are strongly advised to read, if and when they become available, the information materials relating to the tender offer for Cnova’s outstanding ordinary shares because they will contain important information. The potential tender offer for Cnova’s outstanding ordinary shares, par value €0.05 per share, described in this presentation has not commenced and may never commence. If and when the offer is commenced, Casino will file a tender offer statement on Schedule TO with the U.S. Securities and Exchange Commission (the “SEC”), Cnova will timely file a solicitation/recommendation statement on Schedule 14D-9 with respect to the offer, Casino will file a draft tender offer memorandum (projet de note d’information) with the French Autorité des marchés financiers (“AMF”) and Cnova will timely file a draft memorandum in response (projet de note d’information en réponse) including the recommendation of its board of directors, with respect to the offer. Casino and Cnova intend to mail these documents to the shareholders of Cnova to the extent permissible under applicable laws. Any tender offer document and any document containing a recommendation with respect to the offer statement (including any offer to purchase, any related letter of transmittal and other offer documents) and the solicitation/recommendation statement will contain important information that should be read carefully before any decision is made with respect to any tender offer. Those materials, as amended from time to time, will be made available to Cnova’s shareholders at no expense to them at www.cnova.com. In addition, any tender offer materials and other documents that Casino and/or Cnova may file with the SEC and the AMF will be made available to all investors and shareholders of Cnova free of charge at www.groupe-casino.fr and www.cnova.com. Unless otherwise required by law, all of those materials (and all other offer documents filed with the SEC and the AMF) will be available at no charge on the SEC’s website: www.sec.gov and on the AMF’s website: www.amf-france.org.

34 Rallye – Investor Presentation – November 2016

DISCLAIMER (2/2)

This presentation contains forward-looking information and statements about Rallye. Forward-looking statements are statements that are not historical facts. These statements include financial forecasts and estimates and their underlying assumptions, statements regarding plans,

• bjectives, and expectations with respect to future operations, products and services, and statements regarding future performance. Forward

looking statements are usually identified by the terms "expects", "anticipates", "believes", "intends", "estimates", and other similar expressions. Although the management of Rallye believes that the expectations reflected in such forward-looking statements are reasonable, investors and holders of Rallye securities are warned that this forward-looking information and these statements are subject to various risks and uncertainties, many of which are difficult to predict and generally beyond Rallye’s control, and which could cause actual results and developments to differ materially from those expressed in, implied, or forecast by the forward-looking information and statements. These risks and uncertainties include those discussed or identified in Rallye’s public filings with the Autorité des Marchés Financiers (“AMF”), including those listed under “Risk Factors and Insurance” in the Registration Document filed by Rallye on 04/19/2016. Except as required by applicable law, Rallye makes no commitment to updating any forward-looking information or statements. This presentation was prepared solely for information purposes, and must not be interpreted as a solicitation or an offer to purchase or sell transferable securities or related financial instruments. Likewise, it is not providing, and should not be considered as investment advice. It has no regard to the specific investment objectives, financial situation or particular needs of any recipient. No representation or warranty, either express

• r implicit, is provided regarding the accuracy, comprehensiveness, or reliability of the information contained in this document. Recipients should

not consider it as a substitute for exercising their own judgement. All the opinions expressed herein are subject to change without notice. This presentation and its contents are proprietary information, and cannot be reproduced or disseminated in whole or in part without the Rallye Group's prior written consent.