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Registration ument Groupe Casino

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									SUMMARY
   Key figures ............................................ 2   5. Corporate governance .................. 185
                                                                    5.1. Board of directors                            186
1. Presentation of the Casino Group ...... 3                            5.1.1. Composition of the board
                                                                               and board practices                       186
   1.1. Financial Highlights                               4
                                                                        5.1.2. Directorships and other positions held by
   1.2. Significant events of the year                     4                   members of the board of directors         187
   1.3. Business and strategy                              5        5.2. Management                                    208
   1.4. Real estate and investments                       13            5.2.1. Chairman and Chief Executive Officer     208
                                                                        5.2.2. Executive Committee                      208
                                                                        5.2.3. Executive officers’ compensation
2. Management report
                                                                               and directors’ fees                      208
   at 31 December 2012 ..................... 15
                                                                    5.3. Auditing of financial statements              213
   2.1. Business Report                                   17            5.3.1. The Statutory Auditors                   213
   2.2. Parent company business review                    22            5.3.2. Statutory Auditors’ Fees                 214
   2.3. Subsidiaries and associates                       25        5.4. Chairman’s Report                             215
                                                                        5.4.1. Board practices                          215
   2.4. Subsequent events                                 30
                                                                        5.4.2. Internal control and risk management     221
   2.5. Perspectives and Conclusion                       31
                                                                    5.5. Statutory Auditors’ Report                    230
   2.6. Share capital and share ownership                 31
                                                                    5.6. Board Of Directors’ Charter                   231
   2.7. Risk factors and insurance                        42            5.6.1. Organisation and procedures
   2.8. Environmental and Employment Report –                                  of The Board of Directors                231
        Corporate Social Responsibility (CSR)             47            5.6.2. Authority and powers
   2.9. Employee profit-sharing and incentive plans 66                         of the Board of Directors                233
                                                                        5.6.3. Committees                               235
                                                                        5.6.4. Non-voting directors                     236
3. Consolidated financial statements .... 69                            5.6.5. Directors’ Code of Conduct               237
   3.1. Statutory Auditors’ Report                                      5.6.6. Adoption of the Board
        on the consolidated financial statements          70                   Of Directors’ Charter                    238
   3.2. Consolidated financial statements                 71
   3.3. Notes to the consolidated                               6. Annual General Meeting,
        financial statements                              78       22 April 2013 ................................ 239
                                                                    6.1. Report of the Board of Directors
4. Parent company financial statements                                   on extraordinary business                     240
   at 31 December 2012 ................... 155                      6.2. Special reports of the Statutory Auditors     244
   4.1. Statutory Auditors’ Report on the annual                    6.3. Proposed resolutions                          252
        financial statements                            156
   4.2. Parent company financial statements             157     7. Additional information .................... 267
   4.3. Notes to the income statement and balance                   7.1. General information                           268
        sheet                                     162
                                                                    7.2. History of the Company and the Group          273
   4.4. Five-year financial summary                     177
                                                                    7.3. The market for Casino securities              277
   4.5. List of subsidiaries and associates             178
                                                                    7.4. Store network                                 278
   4.6. Statutory Auditors’ report on related party
                                                                    7.5. Persons responsible for the Registration
        agreements and commitments                      181
                                                                         Document and annual financial report          280
                                                                    7.6. Table of correspondence –
                                                                         Registration Document                         282
                                                                    7.7. Table of correspondence –
                                                                         annual financial report                       284
                                            KEEPING
                                           AHEAD IN A
                                           CHANGING
                                            WORLD
                              Casino Group is the oldest leading French retailer and one
                            of the world’s foremost food retailers. In 2012, fifty-six percent
                             of consolidated sales were posted in fast-growing countries,
                                     mainly in Latin America and Southeast Asia.
                            The Group’s 318,600 employees operate globally according
                       to the values of Entrepreneurship, Loyalty, Excellence and Solidarity
                                        that underpin our corporate culture.
                        The Group tailors its approach to a wide range of local situations,
                        applying its know-how to meet the requirements of a wide range
                          of varied, unique customers. In so doing, we are constantly r
                      einforcing our presence and living up even more closely to our motto
                                       of “Nourishing a world of diversity”.




   The original French version of this translated Registration Document was filed with the Autorité des Marchés Financiers (AMF) on March 28, 2013 under number D.
12-0355, in accordance with article L. 212-13 of the AMF’s General Regulations. It may be used in connection with a financial transaction provided that is accompanied by
      an Information Memorandum approved 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 authentic and considered as expressing the exact information published by Groupe Casino.
KEY FIGURES

  42 billion euros                                   56% of Group sales
  in consolidated net sales                          generated outside France

  2 billion euros                                    + 22.1 % growth
  in trading profit                                  in Group sales
                                                     Nearly
                                                     318,600 employees
                                                     worldwide(1)(2)



More than
111,700
employees
under the age of 30(1)                                                             13.5 million customers
                                                                                         at the Cdiscount
                                                                                         e-commerce site
Over                                                                                      (February 2013)
12,000 stores
worldwide(2)




                                                                                        No. 1 private label
                                                                                     in terms of percentage
                                                                                        of private-label food
                                                                                    sales in Casino banners


 No. 1 in e-commerce in Colombia
 and No. 2 in Brazil
 Largest private sector employer
 in Brazil and Colombia

                                   (1) Excluding employees of Via Varejo and in Mauritius, Madagascar and Mayotte
                                   (2) Excluding lessee-manager franchise outlets
                                                                                                 Presentation of the Casino Group
                                                                                                                         Management report
                                                                                                           Consolidated financial statements
                                                                                                        Parent company financial statements
                                                                                                                      Corporate governance
                                                                                                                            General Meeting
                                                                                                                      Additional information




PRESENTATION OF THE
   CASINO GROUP
  1.1. FINANCIAL HIGHLIGHTS .........................................................................................4

  1.2. SIGNIFICANT EVENTS OF THE YEAR .......................................................................4

  1.3. BUSINESS AND STRATEGY .....................................................................................5

  1.4. REAL ESTATE AND INVESTMENTS........................................................................13
1   PRESENTATION
    OF THE CASINO GROUP

    1.1. Financial Highlights
                                         Management
                                         report
                                                               Consolidated
                                                               financial statements
                                                                                              Parent company
                                                                                              financial statements
                                                                                                                            Corporate
                                                                                                                            governance
                                                                                                                                                General
                                                                                                                                                Meeting
                                                                                                                                                                   Additional
                                                                                                                                                                   information




    1.1. FINANCIAL HIGHLIGHTS

    CONTINUING OPERATIONS
                                                                                                                                            Reported                   Organic
        (€ millions)                                                                              2012                  2011                 change                   change(1)
        Total business volume                                                                  52,342                50,930                    +2.8%
        Revenue                                                                                41,971                34,361                   +22.1%                     +3.5%
        EBITDA(2)                                                                                2,853                 2,287                  +24.7%                     +2.8%
        Trading profit                                                                           2,002                 1,548                  +29.3%                     +3.0%
        Profit from continuing operations,
        attributable to owners of the parent                                                     1,065                    577                 +84.4%
                            (3)
        Underlying profit attributable to owners of the parent                                       564                  565
        (1) Based on a comparable scope of consolidation and constant exchange rates, excluding the impact of property disposals.
        (2) EBITDA = Earnings before interest, taxes, depreciation and amortisation.
        (3) Underlying profit corresponds to profit from continuing operations adjusted for the impact of other operating income and expense, non-recurring financial items and
            non-recurring income tax expense/benefits.




    DEBT AND EQUITY
        (€ millions)                                                                                                                             2012                      2011
        Equity (before appropriation)                                                                                                          15,201                     9,383
        Net debt(1)                                                                                                                              5,451                    5,379
        Net debt to EBITDA ratio                                                                                                                1.91 x                   2.35 x
        (1) In accordance with IFRS 5, the net financial debt of Mercialys has been reclassified on the consolidated balance sheet under “Liabilities associated with assets held
            for sale” (see note 11.2 to the consolidated financial statements).




    1.2. SIGNIFICANT EVENTS OF THE YEAR

    I    On 12 January 2012, the Company set up a sponsored level 1                              I   On 29 March 2012, Big C Thailand, a Casino Group affiliate,
         American Depositary Receipt (ADR) programme in the United                                   announced that its Board of Directors unanimously approved an
         States and appointed Deutsche Bank as the depositary bank.                                  equity offering through a private placement of up to 23.6 million
         The ADRs trade in the United States on the over-the-counter                                 shares representing approximately 2.9% of Big C’s share capital.
         (OTC) market. Each Casino share is represented by five ADRs.                                This capital raising is part of the strategic plan announced by
    I    On 9 February 2012, Mercialys announced the launch of a                                     the company in October 2011 which aims to further strengthen
         new strategy based on its vision of “Foncière Commerçante”,                                 its co-leadership in the Thai retail sector and to become a major
         designed to enhance the attractiveness of its shopping malls.                               player in the region. The private placement was submitted
         Mercialys also announced a capital reimbursement to its                                     to a shareholders’ vote on 30 April and brought in €102m of
         shareholders and a new financial structure. On 20 April 2012, in                            cash on 3 May.
         line with its new strategy, Mercialys made an exceptional payout                        I   In preparation for GPA’s change of control as set out in the
         from its reserves, in addition to the final 2011 dividend payment,                          shareholders’ agreement of Wilkes, GPA’s holding company,
         for a total amount of €1,060 million, of which €532 million was                             Casino informed its partner Mr. Abilio Diniz on 21 March 2012
         received by the Group.                                                                      that it intended to exercise its contractual right to appoint
    I    On 28 February 2012, Casino acquired a minority stake                                       the Chairman of Wilkes’ Board of Directors. Wilkes held an
         in Monshowroom.com with the option to become majority                                       extraordinary general meeting on 22 June 2012 in São Paulo,
         shareholder in the future. This company is specialised in the                               which approved the appointment of Jean-Charles Naouri,
         sale of ready-to-wear and multi-brand fashion accessories. It                               Casino’s Chairman and CEO, as Chairman of Wilkes’ Board
         allows the Group to consolidate its position in e-commerce.                                 of Directors. On the same date, the directors proposed by
                                                                                                     Casino – Messrs Eleazar de Carvalho Filho, Luiz Augusto
    I    On 1 March 2012, Casino successfully issued a new 8-year
                                                                                                     de Castro Neves and Roberto Oliveira – were elected at an
         bond of €600 million. This new bond, which will pay a coupon
                                                                                                     extraordinary general meeting held by GPA, raising the number
         of 3.99%, was significantly oversubscribed by a diversified
                                                                                                     of directors appointed by the Group to eight. As a result of
         investor base.
                                                                                                     these changes, GPA has been fully consolidated by Groupe
                                                                                                     Casino since 2 July 2012.




    4 / CASINO GROUP / REGISTRATION DOCUMENT 2012
PRESENTATION
OF THE CASINO GROUP
                               Management
                               report
                                                 Consolidated
                                                 financial statements
                                                                            Parent company
                                                                            financial statements
                                                                                                     Corporate
                                                                                                     governance
                                                                                                                      General
                                                                                                                      Meeting
                                                                                                                                     Additional
                                                                                                                                     information

                                                                                                                   1.3. Business and strategy
                                                                                                                                                      1
I   On 28 June 2012, as part of the refinancing of the acquisition           I   On 30 July 2012, Casino announced the successful issue of a
    of Carrefour Thailand, Big C Thailand raised a THB 32 billion                new 7-year bond of €650 million, paying a coupon of 3.157%,
    (€802 million) debt financing, of which THB 23 billion (€570 million)        the lowest ever yet achieved by the Group.
    were drawn as at 31 December 2012.                                       I   On 23 August 2012, Casino announced that it had acquired
I   On 26 July 2012, Casino and Galeries Lafayette signed a                      one million voting shares in Wilkes, GPA’s holding company. The
    transaction agreement in respect of the Galeries Lafayette’s                 acquisition followed the exercise by the Diniz family of its First
    sale of its 50% stake in Monoprix to Casino. The transaction                 Put Option as provided for in the agreements between Casino
    is expected to be completed by 30  October 2013 for a                        and the Diniz Family.
    consideration of €1,175 million, indexed from 1 April 2013. The          I   On 7 January 2013, Casino notified the French Competition
    acquisition by Casino would be completed after being approved                Authority of the proposed business combination. As there will
    by the French Competition Authority. Mr. Jean-Charles Naouri,                be no changes in the terms of the agreements between Casino
    Chairman and Chief Executive Officer of Casino, was appointed                and Galeries Lafayette in the period until Galeries Lafayette
    as a board member of Monoprix during the General Assembly                    leaves Monoprix, Monoprix continued to be consolidated by
    held on the same day. On 30 November 2012, Mr. Jean-Charles                  the proportionate method in the 2012 financial statements.
    Naouri was appointed as Chairman and Chief Executive Officer
                                                                             I   On 18 January 2013, Casino successfully issued a 10-year bond
    of Monoprix in replacement of Mr. Philippe Houzé. The Board
                                                                                 of €750 million. This new bond will pay a coupon of 3.311%
    of Directors also confirmed Stéphane Maquaire in his position
                                                                                 and extends the Casino’s bond debt to 5.1 years
    as Deputy Chief Executive Officer.



1.3. BUSINESS AND STRATEGY

1.3.1. MAJOR MILESTONES IN THE GROUP’S HISTORY
The Casino banner dates back to 1898, when Geoffroy Guichard                 of two retail companies in eastern and southern France, Cédis
created Société des Magasins du Casino and opened the first                  and La Ruche Méridionale. It signed partnership agreements
store in Veauche in central France. Just three years later, in 1901,         with the Corse Distribution Group and with Coopérateurs de
the first Casino brand products were launched, thus pioneering               Normandie-Picardie. In 1992, it took over Rallye’s retail business
the private-label concept.                                                   comprising hypermarkets, supermarkets and cafeterias.
The Group expanded rapidly until the eve of the Second World                 The Group also launched a programme to refurbish its
War, opening more than 500 stores in ten years. It initially focused         hypermarkets and modernise its convenience store network, with
on the Saint-Étienne and Clermont-Ferrand regions and during                 the aim of repositioning both its corporate image and the image
the 1930s expanded its reach down to the Côte d’Azur. In 1939,               of its banners. Casino created Spar France in 1996 and acquired
the Group managed nine warehouses, 20 plants and almost                      a stake in Monoprix-Prisunic in 1997. It also took a majority stake
2,500 retail stores.                                                         in the Franprix and Leader Price banners in 1997, making it the
                                                                             leading retailer in Paris.
In the 1950s, Casino embarked on a policy of diversifying its
formats and its business activities. The first self-service store            As a result of these developments, on the eve of the new
opened in 1948, the first Casino supermarket in 1960, the first              millennium Casino had become one of France’s leading retail
Casino Cafétéria in 1967 and the first Géant hypermarket in 1970.            groups.
In 1997, Casino also took a majority stake in the Franprix and
                                                                             Leveraging its strong domestic position, the Group then decided
Leader Price banners.
                                                                             to strengthen its international presence and embarked on an
At the end of the 1970s, Casino broke into the international                 active international expansion policy.
markets, launching a chain of cafeterias in the United States and
                                                                             From 1998 to 2002, it acquired a large number of retail companies
then acquiring 90 cash & carry stores under the Smart & Final
                                                                             in Latin America (Libertad in Argentina, Disco in Uruguay, Exito in
banner in 1984.
                                                                             Colombia, GPA in Brazil and Cativen in Venezuela), Asia (Big C
The mid-1980s marked a turning point in the Group’s expansion                in Thailand, Vindémia in Vietnam), the Netherlands (Laurus, now
policy. It adopted a redeployment strategy aimed at achieving                Super de Boer) and the Indian Ocean region (Vindémia in Reunion,
critical mass to improve its resilience in an increasingly competitive       Madagascar, Mayotte and Mauritius).
retail industry.
                                                                             It also moved into Poland and Taiwan, opening its first Polish
This strategy consisted first and foremost of expanding its                  hypermarket in Warsaw in 1996 followed by a Leader Price store
operations in France and refocusing on its core business as a                in 2000, and its first hypermarket in Taiwan in 1998.
retailer. Between 1985 and 1996, the Group acquired control




                                                                                                      REGISTRATION DOCUMENT 2012 / CASINO GROUP / 5
1   PRESENTATION
    OF THE CASINO GROUP

    1.3. Business and strategy
                                 Management
                                 report
                                                    Consolidated
                                                    financial statements
                                                                            Parent company
                                                                            financial statements
                                                                                                    Corporate
                                                                                                    governance
                                                                                                                     General
                                                                                                                     Meeting
                                                                                                                                     Additional
                                                                                                                                     information




    Since 2000, Casino has strengthened its presence in France in            capitalise on their strong growth potential. From 2005 to 2007,
    the most buoyant formats and expanded in its most promising              the Group acquired joint control of the GPA Group in Brazil, and
    international markets.                                                   became majority shareholder of Exito in Colombia and Vindémia
                                                                             in the Indian Ocean region. In 2010, the partnership between
    In France, Casino has adapted its business mix to meet changing
                                                                             GPA and Casas Bahia, Brazil’s leading non-food retailer, and
    market trends, first by strengthening its positioning in convenience
                                                                             Big C’s acquisition of Carrefour Thailand (42 stores) significantly
    and discount formats through major acquisitions. In 2000, it
                                                                             increased the Group’s footprint in these two regions, which are
    acquired a stake in online retailer Cdiscount and raised its interest
                                                                             the main pillars of its international development.
    in Monoprix to 50%. In July 2012, the strategic agreement with
    Galeries Lafayette, renewed in 2003 and 2008, led to the signing         In 2006, Casino sold its Polish retailing businesses and its 50%
    of a memorandum of settlement concerning Casino’s acquisition            interest in its Taiwanese subsidiary Far Eastern Géant, followed by
    of Galeries Lafayette’s 50% interest in Monoprix. The acquisition        its interest in Smart & Final in the USA in 2007. In 2009, Casino
    will take place once the French Competition Authority has given          sold its 57% interest in Dutch retailer Super de Boer.
    its go-ahead. Since 2009, Casino has also owned 100% of both
                                                                             In 2010, the Venezuelan government ordered the nationalisation of
    Franprix Holding and Leader Price Holding.
                                                                             Exito hypermarkets operating in Venezuela. Casino thus sold 80%
    Secondly, Casino also began to develop other businesses                  of its subsidiary Cativen to the Bolivarian Republic of Venezuela
    connected with retailing, such as financial services and commercial      and retained the remaining 20% in order to continue providing
    real estate. In 2001, it joined forces with LaSer Cofinoga to create     operational support.
    Banque du Groupe Casino. In July 2010, it signed a partnership
                                                                             In 2011, Exito bought the shares of Casino in Disco and Devoto,
    agreement in financial products and services with Groupe Crédit
                                                                             Uruguayan subsidiaries of Casino. This reflects the Group’s
    Mutuel-CIC, which will increase its interest in Banque Casino to
                                                                             strategic ambitions in Hispanic Latin America.
    50%, with Casino owning the remaining 50%. In 2005, the Group’s
    shopping centre properties were spun off into a new subsidiary,          Lastly, in 2012 Casino obtained control of GPA, the leading retailer
    Mercialys, which was floated on the stock exchange.                      in Brazil and the country’s biggest private employer. It is now
                                                                             GPA’s only controlling shareholder.
    In the international markets, Casino began to refocus its business
    on two core regions, Latin America and Southeast Asia, to



    1.3.2. BUSINESS AND STRATEGY
    A. Group profile in 2012                                                 multi-format structure and its heavy weighting to convenience and
                                                                             discount stores. Casino also pursues a strategy of differentiating
    Casino is a leading food retailer in France and abroad. At               its banners to meet new customer expectations, particularly
    31 December 2012, it operated a total of 11,938 stores in its            through a multi-channel approach with Cdiscount.
    broad range of formats.
                                                                             The French operations generated revenue of €18,448 million in
    In France, which accounts for 44% of revenue and 34% of trading          2012 and trading profit of €685 million, giving a trading margin
    profit, Casino operates 119 hypermarkets(1), 873 supermarkets(1),        of 3.7%.
    604 discount stores, 7,408 convenience stores and 302 cafeterias.
    In the international markets, which account for 56% of revenue and       From mass market to precision retailing
    66% of trading profit, Casino operates in eight countries (Brazil,
    Colombia, Thailand, Argentina, Uruguay, Vietnam, Madagascar              The French retailing market is gradually evolving, driven by
    and Mauritius) and has a total of 2,581 stores in all formats. 96% of    changing lifestyles and socio-demographic trends such as an aging
    international consolidated revenue comes from Latin America and          population, smaller families, family members leading separate lives
    Asia, its two core international regions where it holds leadership       and growing individualisation of lifestyles. This has led to a greater
    or co-leadership positions.                                              diversity of retail formats and concepts, providing an alternative
                                                                             to the historically dominant hypermarket model, a broader and
    In 2012, consolidated revenue totalled €42 billion, an increase of       more segmented product offering and more individualised contact
    22.1% on 2011, while underlying net profit attributable to owners        with consumers.
    of the parent amounted to €564 million.
                                                                             In this environment, the Group’s multi-format structure and its
                                                                             heavy weighting to convenience and discount formats are a
    B. Business and strategy in France                                       definite competitive advantage.
    Casino is France’s fourth-largest food retailer with 12.3% market
    share.(2) The Group stands out in the French retail world for its




    (1)Excluding international affiliates.
    (2)Source: KantarWorld Panel (formerly TNS), cumulative P1-P13, 2012.


    6 / CASINO GROUP   REGISTRATION DOCUMENT 2012
PRESENTATION
OF THE CASINO GROUP
                                 Management
                                 report
                                                  Consolidated
                                                  financial statements
                                                                              Parent company
                                                                              financial statements
                                                                                                       Corporate
                                                                                                       governance
                                                                                                                        General
                                                                                                                        Meeting
                                                                                                                                       Additional
                                                                                                                                       information

                                                                                                                     1.3. Business and strategy
                                                                                                                                                        1
In 2012, the Group operated a total of 9,457 stores covering all               Casino Supermarkets
food retailing formats. Convenience and discount stores are the
                                                                               Casino Supermarkets operate in town centres or rural areas,
most popular formats, accounting for 64% of revenue in France.
                                                                               with a total of 445(3) stores. They are concentrated in three main
                                                                               regions – the Rhone Valley, Greater Paris and southwestern
Number of stores by format
                                                                               France – which account for more than 75% of its total stores.
(at 31 December 2012)(3)
                            Format/                                Number
                                                                               Casino Supermarkets have an average selling area of 1,600 sq.m.
                            Positioning                           of stores    offering mainly food products, more than 45% (volume) of which
                            HYPERMARKETS                                       are Casino brand goods. The banner’s positioning is based
                                                                               on a triple commitment – fair prices, guaranteed quality and
                            URBAN AND RURAL SUPERMARKETS             445       convenience.

                            CITY-CENTRE SUPERMARKETS                 542       Seven new Casino supermarkets were opened in France in
                                                                               2012. Total revenue for the year amounted to €3,687 million, an
                            CONVENIENCE/NATIONAL (SUPERETTES)       6,517      increase of 1.9%.
                            CITY-CENTER CONVENIENCE                  891
                                                                               Monoprix
                            DISCOUNT                                 604       Monoprix is the leading town centre food retailer, with 542(3) stores
                                                                               in France at end 2012.
                                                                               Its expertise in town centre retailing is reflected first and foremost
Breakdown of French sales by format,                                           in its stores.
excluding petrol (at 31 December 2012)                                         Its Citymarché concept, which has an average selling area of
                                                                               1,800 sq.m. is designed to appeal to an active urban clientele.
                                                                               It stands out for its very broad and innovative offering (up to
                               Other
                      Cdiscount 3%                                             60,000 items) in both food and non-food, with a wide range of
                         8%                                                    private-label products. Monoprix’s know-how is also underpinned
              Géant
           (hypermarkets)                                                      by its product innovation and reputation as a live testing-ground
              non-food
                6%
                                                 Convenience                   for all new trends.
                                                   formats
             Géant                               (SM, Franprix,
                                                   Monoprix,                   Monoprix has also developed concept stores:
          (hypermarkets)
               food                                superettes)
              19%                                     50%                      I   Monop’ is an ultra-convenience concept unrivalled in France. With
                                                                                   a selling area of 150 to 300 sq.m., these practical, welcoming
                   Discount                                                        stores provide a varied offering that meets basic daily needs
                  Leader Price
                      14%                                                          as well as pleasure purchases. Monop’ operates in busy urban
                                                                                   areas and is open six days a week from nine a.m. to midnight
                                                                                   to cater to an active urban clientele.
A differentiating strategy for precision retailing                             I   Beauty Monop’ is a store entirely dedicated to beauty and
Casino has chosen to develop a precision retailing approach                        hygiene products. Aimed at men as well as women, Beauty
to provide a tailored response to the expectations of different                    Monop’ offers a broad selection of national brand products,
consumer groups. This strategy is reflected in a targeted                          designer brands and alternative brands that are usually sold
positioning for each banner, sustained development of private-label                in pharmacies.
goods and a personalised marketing approach developed in                       I   dailymonop’ combines fast food with ultra-freshness. With
exclusive association with dunnhumby.                                              an average selling area of 50 to 100 sq.m., it offers a broad
                                                                                   range of snacks, ready meals, dairy products, beverages, fruit
A TARGETED POSITIONING FOR EACH BANNER
  T                                                                                and desserts, enabling consumers to choose a different menu
                                                                                   every day.
Each banner has a different sales strategy, giving it a unique
positioning much appreciated by consumers.




(3)Including international affiliates (of which 6 Géant Casino hypermarkets, 41 Casino supermarkets and 73 Monoprix stores).


                                                                                                        REGISTRATION DOCUMENT 2012 / CASINO GROUP / 7
1   PRESENTATION
    OF THE CASINO GROUP

    1.3. Business and strategy
                                   Management
                                   report
                                                     Consolidated
                                                     financial statements
                                                                                Parent company
                                                                                financial statements
                                                                                                       Corporate
                                                                                                       governance
                                                                                                                       General
                                                                                                                       Meeting
                                                                                                                                      Additional
                                                                                                                                      information




    I   Monop’Station is a new concept that first opened in late 2011 in         many services, have proved extremely popular with consumers
        three regional railway stations (Strasbourg, Chartres et Thionville).    and will be deployed mainly in urban areas.
        The stores stock the main Monop’ and Dailymonop’ items for
                                                                                 Lastly, in 2012, 144 Coop d’Alsace convenience stores joined
        the convenience of travellers.
                                                                                 Casino’s convenience network.
    I   Naturalia is the leading specialist retailer of organic products in
        the Paris region, with 71 outlets offering more than 5,000 items.        The network now comprises 6,517 stores covering the whole of
                                                                                 France, 2,500 of which are also Cdiscount pick-up points. The
    In 2012, Monoprix pursued an active expansion policy across all
                                                                                 Group is continuing to expand and optimise the network.
    its formats, opening a total of 36 new outlets.
                                                                                 The superette outlets posted revenue of €1,480 million in 2012.
    Monoprix’s 2012 consolidated revenue (corresponding to the
    Group’s 50% stake) totalled €2,010 million.                                  Leader Price
    Franprix                                                                     Leader Price is the Group’s discount banner. It is aimed at
                                                                                 price-sensitive consumers and offers an extensive food range
    Franprix is based mainly in Paris and, more recently, in the centre          (4,200 items), including fresh produce, frozen goods and a few
    of large cities in the Rhone Valley and Mediterranean basin. It is an        core regional products, more than.
    ultra-convenience format with an average selling area of 450 sq.m.,
    offering a complete range of food products corresponding to daily            The Leader Price stores are located in urban and suburban areas
    family needs, with a balanced mix between the major national                 across France.
    brands and the competitively priced Leader Price private label.              Its assortment is composed of more than 90% entirely under
    Ease of access and flexible opening hours also contribute to its             the Leader Price private label and Le Prix Gagnant entry-price.
    success.                                                                     Expansion also continued apace in 2012, with 18 new stores
    Franprix has established itself as a powerful, differentiated concept        opened during the year, bringing the total to 604 at end-December.
    in the urban convenience segment.
                                                                                 Géant Casino
    In 2012, Franprix continued its controlled expansion strategy,               Géant Casino’s positioning is based on an enjoyable, comfortable
    opening 39 new outlets, bringing the total to 891, including                 shopping experience in people-friendly stores, whose average
    390 franchises.                                                              selling area is 7,000 sq.m. compared with the market standard
                                                                                 of about 9,000 sq.m. It stands apart from rival banners through
    Superettes
                                                                                 its emphasis on private-label products, its expanded, prominently
    There are five main superette banners: Petit Casino, Casino                  displayed fresh food offering, and the development of new
    Shopping, Casino Shop, Vival and Spar.                                       non-food universes such as home decoration and lifestyle.
    Petit Casino is the Group’s historic convenience format. It projects         At end-2012, Géant Casino operated 125(4) hypermarkets, mainly
    a friendly, welcoming image and offers an extensive range of food            in southern France.
    products including high-quality fresh produce. The banner is an
                                                                                 Géant Casino has embarked on an ambitious plan to refocus its
    integral part of local life in urban and suburban areas.
                                                                                 non-food offering on the more buoyant and profitable apparel,
    Vival operates mainly in villages and also projects a friendly,              home and leisure segments. Alongside the refocusing plan, store
    welcoming image. Alongside a food offering comprising mainly                 space is being reorganised and scaled down to improve return
    Casino brand goods, it also provides many other useful day-to-day            on capital employed.
    services. Spar operates in urban and suburban areas, offering a
                                                                                 Another key differentiating factor was the launch of Alcudia
    range of convenience food products as well as services such as
                                                                                 in 2008, a plan to capture the value of the Group’s shopping
    photo development, bus tickets, etc.
                                                                                 centres through Mercialys, its dedicated shopping mall investment
    Recognised expertise in franchising is one of the key strengths              company (please see below for further details on Mercialys).
    of the superette business model. The number of franchise stores
                                                                                 Géant Casino’s revenue amounted to €5,246 million in 2012.
    has now reached more than 4,600, mainly under the Spar and
    Vival banners. Franchising is an excellent growth driver and also            Cdiscount
    provides a high return on capital.
                                                                                 Cdiscount was founded in 1998 and became a Casino Group
    In 2011, two new banners were developed, Casino Shopping and                 subsidiary in 2000. It is one of the leading French B to C
    Casino Shop, which have curved shelving displays and closed                  e-commerce sites and enjoyed remarkable growth in 2012,
    chiller cabinets to save energy. These new stores, which provide             outperforming its market.(5)




    (4)Including international affiliates (of which 6 Géant Casino hypermarkets, 41 Casino supermarkets and 73 Monoprix stores).
    (5)Sales growth of 16.3% compared with 7% for the FEVAD ICE 40 index comprising 40 major French online retailers including Cdiscount.


    8 / CASINO GROUP    REGISTRATION DOCUMENT 2012
PRESENTATION
OF THE CASINO GROUP
                             Management
                             report
                                               Consolidated
                                               financial statements
                                                                        Parent company
                                                                        financial statements
                                                                                                 Corporate
                                                                                                 governance
                                                                                                                  General
                                                                                                                  Meeting
                                                                                                                                   Additional
                                                                                                                                   information

                                                                                                               1.3. Business and strategy
                                                                                                                                                   1
As a multi-specialist, Cdiscount offers 100,000 items directly            In October 2011, Banque Casino launched a bank debit card
across more than 40 stores, organised into major universes. The           available to the general public, in partnership with MasterCard.
range rises to more than one million items including “C le marché”,       Cardholders can earn S’Miles loyalty-programme points in all
a marketplace where all third party sellers can benefit from the          affiliated stores.
website’s popularity.
                                                                          Banque du groupe Casino has been since 2012 accounted for
Since its creation, Cdiscount has cultivated a clear positioning as       by the equity method in the consolidated financial statements
a specialist in the “Best products at the best prices”. Its success       of Casino.
is underpinned not only by this attractive price positioning but also
by its innovative capability, its highly competitive cost structure          T                        VA
                                                                          SUSTAINED DEVELOPMENT IN PRIVATE-LABEL
and its fast commercial response. Cdiscount now has over                  GOODS
13.5 million customers.
                                                                          The Casino Group was a pioneer in private-label products,
Its strong momentum was reflected in 16.3% sales growth to
                                                                          launching its own brand as early as 1901.
€1,277 million.
                                                                          In 1931, it released its first advertising for private-label products
The Group has also continued to promote synergies between
                                                                          with the slogan “Casino, above all a great brand”. In 1959, the
Cdiscount and its banners. For example, the pick-up service
                                                                          Group began to put sell-by dates on its products, well before
introduced in 2009, enabling Cdiscount customers to collect
                                                                          the regulations were introduced, and in 1984, offered a double
large items (over 30 kg) from Géant hypermarkets and small items
                                                                          money-back guarantee on its products (satisfied or reimbursed
under 30 kg from the Group’s other banners, now represents a
                                                                          twice).
key strength in this strategy.
                                                                          Since 2005, the Group has stepped up the development of its
Real estate                                                               own label, including new-look packaging, new product launches,
Mercialys, a 40.2% subsidiary of Casino, is an SIIC (French style         new ranges and a focus on taste.
REIT) listed on the stock market since 2005. It is one of France’s
                                                                          The brand’s strength thus lies in its competitive pricing, broad
leading real estate investment companies and a major player
                                                                          product range and ability to regularly renew its product lines.
in French shopping centres. At end 2012, it had a portfolio of
105 properties. It owns the Group’s shopping centres and is               Casino brand products were sold in more than 7,200 stores in
responsible for enhancing their value through the Alcudia/Esprit          2012, making it the leading private label in FMCG and refrigerated
Voisin programme (for further details, please see section 1.4 “Real       products in terms of sales penetration. It now accounts for about
estate and investments”). In 2012, the Group began a process              45% of total volumes.(6)
of loss of control of Mercialys, which has not been finalised at
                                                                          The Casino product portfolio covered broad product ranges,
end-December 2012.
                                                                          thereby providing a segmented offering tailored to the latest
Other businesses                                                          consumer trends and designed to meet each consumer’s specific
                                                                          needs. The ranges include Casino Délice for gourmet food lovers,
The Group has developed a number of other retail-related                  Casino Ecolabel for shoppers sensitive to sustainable development
businesses:                                                               issues, Casino Bio for consumers seeking organic products and
                                                                          Casino Famili for family shoppers, which also covers non-food
U Casino Restauration
                                                                          items.
Casino Restauration was historically positioned in the fast food
segment through its chain of Casino cafeterias.                           The Group has also revamped the assortment and packaging of
                                                                          its value-line label with a new range of daily basics called “Tous
In the past few years, it has been repositioning through                  les Jours”. Comprising over 1,500 items, the range covers all
innovative concepts such as theme restaurants (Villa Plancha),
                                                                          segments (food, hygiene, household goods and equipment, and
takeout foodservice (Cœur de Blé), corporate foodservice (R2C:
                                                                          apparel). The hypermarkets now have dedicated “Tous les Jours”
Restauration Collective Casino) and events catering (Saveurs
                                                                          areas, enabling consumers to find the entire range in one area.
d’Événements).
                                                                          In non-food, the product offering includes Ysiance for health and
U Banque Casino                                                           beauty, Casino Désirs for household and leisure goods and Tout
Created in 2001 in partnership with Cofinoga, Banque Casino               Simplement for clothing.
provides consumer finance and other financial services in Géant
                                                                          The Group’s private-label policy also stands out for its commitment
Casino hypermarkets, Casino supermarkets and the Cdiscount
                                                                          to sustainable development. Casino was the first retailer to sign
site. It has almost one million customers.
                                                                          the government-sponsored voluntary code of commitment to
In July 2011, the Group obtained a controlling interest in Banque         nutritional progress in 2008. It was also the first French retailer to
Casino following the exercise of its call option on Cofinoga’s stake      measure the environmental impacts of its products, introducing
in the company and sold 50% of its interest to Crédit Mutuel-CIC.         the Casino Carbon Index in 2008, an environmental label that
Banque Casino is now 50/50 owned and jointly controlled by                shows the amount of greenhouse gases generated by a product
Casino and Crédit Mutuel-CIC.                                             during the five key stages of its lifecycle. 600 products in almost




(6)Private and value-line FMCG and refrigerated products across all formats (Géant, Casino Supermarkets and convenience stores).


                                                                                                  REGISTRATION DOCUMENT 2012 / CASINO GROUP / 9
1   PRESENTATION
    OF THE CASINO GROUP

    1.3. Business and strategy
                                 Management
                                 report
                                                     Consolidated
                                                     financial statements
                                                                            Parent company
                                                                            financial statements
                                                                                                   Corporate
                                                                                                   governance
                                                                                                                    General
                                                                                                                    Meeting
                                                                                                                                   Additional
                                                                                                                                   information




    7,000 stores across France already carry the Carbon Index                dominate, GPA now has a multi-format, multi-banner portfolio that
    label. In 2010, Casino also pledged to eliminate palm oil from           caters to a clientele drawn from all socio-economic backgrounds.
    its private-label goods wherever possible, representing another          It has also been developing innovative private-label goods, which
    example of its initiatives in nutritional progress and its ability to    are much appreciated by consumers, including Qualità, an umbrella
    meet society’s new concerns. At end-2012, 75% of Casino’s                brand for food products, and Taeq, a health and well-being range.
    private-label products no longer contained any palm oil, including
                                                                             In 2009, GPA acquired Globex and its Ponto Frio banner, Brazil’s
    for example, its “Noisette” hazelnut spread, which proved an
                                                                             second-largest retailer of consumer electronics and household
    immediate success when it was launched. This initiative is shared
                                                                             appliances. In 2010, Globex signed an agreement with Casas
    by all the Group’s banners in France.
                                                                             Bahia, Brazil’s leading non-food retailer, making GPA the unrivalled
                                                                             leader in consumer electronics and household appliances with a
    C. Presentation of international business                                market share of more than 20%.
       and strategy                                                          With these major strategic initiatives, GPA has consolidated its
    International business now accounts for the majority of the Group’s      position as Brazil’s leading retailer both in food and consumer
    sales and earnings. The Group operates in eight countries outside        durable segments.
    France with a total of 2,581 stores including 386 hypermarkets.          In 2012, Casino became GPA’s only major shareholder with a
    International revenue totalled €23,524 million in 2012, representing     38.2% interest. GPA has been fully consolidated by Casino since
    56% of the Group total compared with 45% in 2011. The trading            2 July 2012.
    margin was 5.6% in 2012.
                                                                             At the end of 2012, GPA operated a total of 1,640 stores, with
    The portfolio of international assets has been thoroughly                strong market positions in Brazil’s two most economically vibrant
    remodelled. Casino now has a geographic platform comprised               states, São Paulo and Rio de Janeiro.
    of countries with high growth potential, large, young populations,
                                                                             In 2012, GPA contributed €14,487 million to Casino’s consolidated
    fast-growing economies and a largely fragmented retail structure.
                                                                             revenue. Its total revenue amounted to €20,230 million.
    Casino now focuses on two core regions: Latin America and
                                                                             GPA’s shares have been listed on the São Paulo Stock Exchange
    South-East Asia, which accounted for more than 95% of the
                                                                                                      Y
                                                                             since 1995 and the New York Stock Exchange since 1997.
    Group’s total international revenue in 2012. Its subsidiaries hold
    leadership positions thanks to their long-established store banners      Hypermarkets
    and close-to-the-customer relations. Reflecting this momentum,
    the two regions both reported a buoyant performance throughout           U Extra: 138 stores
    the year, with organic growth of 8.8% in Latin America and 10.8%         Extra hypermarkets offer a vast range of food products as well as
    in Asia.                                                                 personal and household equipment, aiming to meet the demands
    Casino also operates in the Indian Ocean region, where it has a          of as many consumers as possible at the best prices.
    leading position through Vindémia.
                                                                             Supermarkets
    Latin America                                                            U Pão de Açúcar: 162 stores
    Casino operates in Brazil, Colombia, Argentina and Uruguay,              Pão de Açúcar convenience supermarkets offer a broad array of
    where it has leading positions. Latin America accounted for              high quality products. Always at the leading edge of technology,
    82% of international revenue and 80% of international trading            the banner also offers a range of services to meet the needs of
    profit in 2012.                                                          a relatively affluent clientele.

    Revenue in Latin America totalled €19,251 million with a trading         U Extra Perto: 207 stores
    margin of 5.5%.                                                          Extra Perto stores are large supermarkets designed on a human
                                                                             scale. They provide an extensive food offering as well as a broad
    BRAZIL                                                                   non-food range in modern, pleasant surroundings.

    Casino has operated in Brazil since 1999, through its subsidiary         Convenience
    Grupo Pão de Açúcar (CBD). Grupo Pão de Açúcar (GPA) is a
    historic player in the Brazilian retail market, and over the past        U Minimercado Extra: 105 stores
    few years has adapted its positioning in food retailing to meet          Minimercado Extra superettes are local convenience stores with a
    the needs of consumers whose standard of living has improved             simple, pleasant look. They offer all basic products and services,
    dramatically. Although hypermarkets and supermarkets still               with good value for money.




    10 / CASINO GROUP   REGISTRATION DOCUMENT 2012
PRESENTATION
OF THE CASINO GROUP
                             Management
                             report
                                               Consolidated
                                               financial statements
                                                                         Parent company
                                                                         financial statements
                                                                                                Corporate
                                                                                                governance
                                                                                                                 General
                                                                                                                 Meeting
                                                                                                                                Additional
                                                                                                                                information

                                                                                                              1.3. Business and strategy
                                                                                                                                                 1
Cash and carry                                                            Supermarkets: 136 stores
U Assaí: 61 stores                                                        U Carulla
Assai is an “Atacarejo” store, a booming sector in Brazil. Atacarejo      Carulla is the main supermarket banner and is renowned for its
is a combination of Atacado or wholesaler and Varejo or retailer.         high quality.
Assai is aimed at restaurant operators and the lower income
segment, offering a broad range of food products and a small              Convenience: 77 stores
selection of non-food products.
                                                                          U Exito Express
Other formats                                                             Exito Express is a new “minimarket” convenience format offering
                                                                          fast moving consumer goods and fresh produce, as well as a few
U Ponto Frio: 397 stores                                                  household cleaning and textile products.
Ponto Frio is aimed mainly at the middle-income segment. It
provides a broad range of household appliances and furniture,             U Carulla Express
accompanied by advice and services.                                       Exito’s second “minimarket” format, which also provides take-out
                                                                          products such as sandwiches, fresh fruit and cakes and pastries.
U Casas Bahia: 568 stores
Casas Bahia is the leading non-food retailer in Brazil and focuses        Discount: 119 stores
on household goods aimed at the lower income segment. It is
                                                                          U Surtimax
hugely successful due to a large range of competitively priced
furniture, household appliances and consumer electronics. It also         Surtimax is a convenience format located in suburban areas.
owes its success to a broad geographical reach covering ten               The stores offer a comprehensive range of basic products at low
States, as well as the quality of its customer service.                   prices, mainly under the Surtimax private label. They are mainly
                                                                          food stores, but also carry some non-food lines, including a
                                                                          selection of textiles, household articles and cleaning products.
COLOMBIA
                                                                          Other: 8 stores
Casino has operated in Colombia since 1999 through its
subsidiary Exito. At end-2012, Exito had 427 stores in 83 towns
                                                                          ARGENTINA
and cities across the country. Most of its stores are hypermarkets
and supermarkets but it also operates in the convenience and              Casino has been present in Argentina since it acquired Libertad in
discount segments.                                                        1998. The Group developed the Libertad chain of hypermarkets
Exito intends to consolidate its coverage of large cities, enter small    and launched the Leader Price brand before creating a network
and mid-size urban markets and develop convenience formats. It            of Leader Price discount stores, which was sold in 2010.
also plans to develop its Surtimax banner, which is aimed at the          Libertad also operates other specialist retail formats, including
lower income population.                                                  Planet.com and Hiper Casa, as well as a chain of Apetito Fast
In 2012, 86 new outlets were opened predominantly under the               Food restaurants.
convenience and discount formats, with 44 new Surtimax stores             In 2012, the Group had a total of 24 stores.
and 28 new Exito Express stores.
In 2012, Exito’s revenue in Colombia totalled €3,859 million and
                                                                          Hypermarkets
€453 in Uruguay.                                                          U Libertad: 15 stores
Exito has been fully consolidated since 1 May 2007. Casino held           Libertad is the leading hypermarket chain outside the capital,
a 54.8% interest in its share capital at end-2012.                        operating mainly in large inland cities. It is typically the anchor
                                                                          store in a shopping centre.
Exito’s shares have been listed on the Bogotá Stock Exchange
since 1994.                                                               Other: 9 stores
Hypermarkets                                                              U Planet.com
U Exito: 87 stores                                                        Planet.com is a specialist electronics retailer (computers, audio,
                                                                          video, photography, etc.), with an average selling area of about
Exito is a hypermarket banner with stores in 58 towns and cities.
                                                                          2,000 sq.m.
Its food and non-food product offering is tailored to the needs
of all segments of the Colombian population. Exito stands out             U Hiper Casa
for the quality of its textile range. Its private-label products also
                                                                          Hiper Casa sells home and office decoration and equipment and
enjoy a very good reputation with consumers. The outlets provide
                                                                          is the Argentinean leader in this market. It is a benchmark for
a variety of services, as well, including the “Exito points” loyalty
                                                                          consumers seeking quality products and service.
programme, travel and financial services (insurance).




                                                                                                REGISTRATION DOCUMENT 2012 / CASINO GROUP / 11
1   PRESENTATION
    OF THE CASINO GROUP

    1.3. Business and strategy
                                 Management
                                 report
                                                     Consolidated
                                                     financial statements
                                                                            Parent company
                                                                            financial statements
                                                                                                   Corporate
                                                                                                   governance
                                                                                                                    General
                                                                                                                    Meeting
                                                                                                                                   Additional
                                                                                                                                   information




         A
    URUGUAY                                                                  In 2012, Big C generated consolidated revenue of €2,983 million.

    The local market leader since 2000, Casino has three store               Big C’s shares have been listed on the Bangkok Stock Exchange
    banners that enjoy high brand recognition: Disco, Devoto and             since 1994.
    Géant. These banners became an Exito subsidiary in 2011.                 At end-2012, Casino had a 58.6% majority interest in Big C.

    Supermarkets                                                             Hypermarkets: 113 stores
    U Disco: 27 stores                                                       Big C hypermarkets offer the lowest prices in the market, regular
    Originally a chain of family supermarkets, Disco enjoys strong           promotions and excellent value for money. They also differentiate
    recognition throughout the country and focuses on competitive            themselves from the local stores by making shopping an enjoyable
    pricing. Disco stores are conveniently located and much                  and pleasant experience (through in-store events, etc.), thereby
    appreciated by consumers. These two key strengths are reflected          encouraging consumers to return.
    in Disco’s signature: “Ever closer at better prices”.                    Supermarkets: 18 stores
    U Devoto: 24 stores                                                      Big C Junior was launched in 2010, with an average selling area
    Devoto was originally a family company and has continued to              of 4,000 sq.m.
    develop by opening large modern stores, some of which offer an
                                                                             Convenience: 126 stores
    extensive non-food range. With its signature “Price and quality.
    Always”, Devoto clearly states its strong positioning focused on         Big C operates in the convenience store segment through its
    affordability but also on product quality and customer service.          Mini-Big C banner, which aims to attract an urban clientele seeking
                                                                             to make their daily shopping as quick and easy as possible.
    Hypermarkets
                                                                             Other
    U Géant: 1 store
    Géant is Uruguay’s only hypermarket.                                     U Pure: 91 stores
                                                                             Launched in 2008, Pure is a new store concept offering health,
    This 11,000 sq.m. store located in the suburbs of Montevideo
                                                                             beauty and personal care items.
    offers a broad range of products at the lowest prices in the country.

                                                                             VIETNAM
    Asia
    The Group has operated in Asia since 1999, where it now focuses          Vindémia, a Casino Group subsidiary, opened the first “French-
    on Thailand and Vietnam.                                                 style” hypermarket in Vietnam in 1998 under the Big C banner.
                                                                             Vietnam is a highly promising market, with a large, young
    In 2012, Asia generated revenue of €3,407 million with a trading         population, a fast-growing economy and substantial potential
    margin of 7.1%.                                                          for developing modern retailing.
    The region accounted for 14% of international revenue and 18%            At end-2012, Big C had 21 hypermarkets, all located in shopping
    of international trading profit.                                         centres in line with the Group’s dual development model
                                                                             implemented both in France and internationally.
    THAILAND
                                                                             Big C outlets stand out for their quality of service, range of fresh
    The 1999 acquisition of a stake in Big C made Casino the                 produce and store price image. Big C is the leader in store price
    number-two large-surface food retailer in Thailand.                      image (source: Nielsen) and the Big C Vietnam brand is recognised
                                                                             as a favourite with Vietnamese consumers.
    Big C enjoys the image of a powerful local banner selling products
    at cheap prices aligned with local tastes.                               There are also seven New Cho stores, a predominantly food-
                                                                             oriented convenience format offering a large number of fresh and
    There were 348 stores at end-2012, including 113 hypermarkets.
                                                                             ready-to-eat products. A new convenience format, C Express,
    Big C operates as many shopping centres as hypermarkets,
                                                                             was launched in 2012, with five stores opened during the year.
    reflecting the Casino Group’s aim of exporting its French “retailing
    and property development” dual business model to its key                 In 2012, Big C posted revenue of €424 million.
    international markets. Big C also operates in the convenience
    segment with its 126 Mini Big C stores.




    12 / CASINO GROUP   REGISTRATION DOCUMENT 2012
PRESENTATION
OF THE CASINO GROUP
                             Management
                             report
                                               Consolidated
                                               financial statements
                                                                         Parent company
                                                                         financial statements
                                                                                                Corporate
                                                                                                governance
                                                                                                                 General
                                                                                                                 Meeting
                                                                                                                                Additional
                                                                                                                                information

                                                                                                      1.4. Real estate and investments
                                                                                                                                                 1
Other countries                                                           The Group is leader in the region through its multi-format
                                                                          positioning with Jumbo hypermarkets, Score supermarkets and
INDIAN OCEAN                                                              Spar convenience stores. It now has a total of 57 outlets.
                                                                          In 2012, the Group posted consolidated revenue of €865 million
The Group operates in the Indian Ocean region through its
                                                                          in the Indian Ocean region.
Vindémia subsidiary.
Vindémia has a very strong market position in Reunion, which
accounts for more than 80% of sales, but also operates in
Madagascar, Mayotte and Mauritius.



1.4. REAL ESTATE AND INVESTMENTS

1.4.1. OPTIMISING THE PROPERTY PORTFOLIO
Real estate comprises a large part of the Group’s assets with an          The Group continued with this policy in 2009, selling further
end-2012 value of €7.2 billion.                                           superette, supermarket and Franprix/Leader Price store properties
                                                                          in France. It also sold two shopping centres under its 2007
In France, the portfolio is worth €4.4 billion. The International
                                                                          partnership with real estate investment fund Whitehall. This
portfolio is worth an estimated €2.8 billion.
                                                                          partnership, created to develop shopping centres in Poland,
In 2005, the Group embarked on an active strategy to capture              leverages the property development team’s skills through a
the value of its real estate, by spinning off its shopping centres        dedicated unit called Mayland.
to Mercialys, a dedicated retail real estate subsidiary and a listed
                                                                          In 2012, the group entered into a process of losing control of
company. At end-2012, Mercialys managed a portfolio worth
                                                                          Mercialys. After the effective sale of Mercialys shares, the Group
€2.6 billion comprising 105 assets including 70 shopping centres.
                                                                          holds a stake of 40.17%. At end-2012, this process was not
Since the sale of its standard office and warehouse properties            totally finalised.
in 2005 and 2006, the Group’s French property portfolio has
                                                                                                         Y
                                                                          In 2009, Casino created GreenYellow, a wholly-owned subsidiary
comprised two asset classes: investment property (Mercialys’
                                                                          involved in photovoltaic (PV) energy. The new venture leverages
shopping centres) and food store properties.
                                                                          the Group’s expertise in property development, construction and
Since 2007, the Group has pursued an assertive policy of turning          operation, as well as the favourable geographic location of its
over its food store assets, by selling properties that have reached       stores, a majority of which are in sunny regions.
a certain maturity to finance those with high growth potential.
                                                                                                  Y
                                                                          In just two years, GreenYellow has become a leading French player
Two major innovative transactions took place in 2007: (i) the
                                                                          in rooftop PV systems, with a current installed base of 48 MWp(8)
sale to AEW Immocommercial, a property mutual fund (OPCI)
(7)
                                                                          comprising 25 sites covering 245,000 sq.m. of shopping centre
    , of 250 urban convenience store and supermarket properties
                                                                          and solar canopy rooftops. A display system on each site is used
that could no longer be extended any further, and (ii) the sale of
                                                                          for real-time tracking of the amount of energy produced and the
store properties in Reunion to Immocio, another OPCI owned by
                                                                          amount of carbon dioxide savings.
the Generali group.
                                                                                        Y
                                                                          In 2012, GreenYellow also launched a major programme to reduce
A further transaction was completed in 2008, comprising the sale
                                                                          energy use in Groupe Casino stores.
of 42 superette, Casino supermarket and Franprix/Leader Price
store properties to AEW Immocommercial and the sale of four
Casino supermarket properties to another partner.




(7)A tax-advantaged vehicle in France designed to promote investment in property stocks.
(8)Megawatts-peak.


                                                                                                REGISTRATION DOCUMENT 2012 / CASINO GROUP / 13
1   PRESENTATION
    OF THE CASINO GROUP
                                  Management
                                  report

    1.4. Real estate and investments
                                                      Consolidated
                                                      financial statements
                                                                              Parent company
                                                                              financial statements
                                                                                                        Corporate
                                                                                                        governance
                                                                                                                          General
                                                                                                                          Meeting
                                                                                                                                           Additional
                                                                                                                                           information




    1.4.2. ROLLING OUT THE DUAL RETAILING AND PROPERTY DEVELOPMENT MODEL IN FRANCE
           AND ABROAD
    The Group’s expansion plan in France and abroad is based on                    goal of capturing its full value. Mercialys is one of France’s biggest
    a business model combining retailing with property. This model                 property companies and a leading shopping centre operator;
    underpins the Group’s profitable growth strategy and meets two             I   Casino Développement coordinates expansion in France and
    key objectives: to increase the appeal of its sites in order to drive          internationally;
    the retail business and to create a portfolio of valuable assets.
                                                                               I   IGC Promotion, Onagan and Soderip promote the Group’s
    To this end, Casino has set up a dedicated department in France                retail space in France;
    called Casino Immobilier et Développement, which comprises                 I   IGC Services manages asset turnover and financial engineering
    subsidiaries specialising in areas ranging from land purchase                  of the property portfolio;
    and property development to property letting and asset value
                                                                               I   Mayland develops shopping centres in Central and Eastern
    enhancement:
                                                                                   Europe;
    I   Immobilière Groupe Casino (IGC), a wholly owned subsidiary,            I   Sudeco manages shopping centre leases;
        holds the Group’s store properties;
                                                                               I         Y
                                                                                   GreenYellow, the Group’s energy subsidiary, aims to optimise
    I   Mercialys owns the Group’s shopping centres in France and is               the energy bill of the Group’s stores.
        responsible for operating this high-potential retail space with the


    1.4.3. ENHANCING THE VALUE OF EXISTING ASSETS
    Mercialys, the owner of the Group’s shopping centres in France,            stores, individual assets, single store and restaurant properties,
    aims to redevelop its retail space to meet changing consumer               various co-ownership lots and a shopping centre at Saint-Nazaire
    trends. By renovating and extending high potential retail space,           considered to have reached maturity.
    Mercialys attracts the most active banners and contributes to
                                                                               The Esprit Voisin programme continued with seven completions
    enhancing the vitality of Casino’s shopping centres.
                                                                               in 2010 and eleven in 2011.
                                          /
    Recently, the Group set up the Alcudia/L’Esprit Voisin plan, a major
                                                                               Sixteen assets worth €120 million were sold in 2011.
    programme to enhance the value of its retail properties with a view
    to creating both real estate value and business value in France.           In February 2012, Mercialys announced a new strategic plan
                                                                               based on its “Foncière Commerçante” concept, in line with the
    Initiated in 2006, the plan aims to strengthen the appeal of the
                                                                               positioning developed over the past six years.
    Group’s retail properties by extending shopping centres and
    creating thriving sites that have their own personality and are            The aim of the plan is to go beyond the boundaries of simple
    deeply rooted in local life.                                               property investment to become a multi-channel, hyperlocal
                                                                               “trader” able to offer its tenants powerful, targeted marketing
    The process of reviewing and defining a strategic plan for the
                                                                               tools to improve the appeal of the shopping centres and simulate
    Group’s 109 sites was finalised in 2007 and the operational rollout
                                                                               demand. Mercialys will therefore support the store banners and
    phase began in 2008.
                                                                               independent retailers in order to help them integrate successfully
    In 2009, a major milestone was achieved when Casino contributed            in the local environment.
    to Mercialys a €334 million portfolio of property assets comprising
                                                                               The first pilot “Foncière Commerçante” projects were rolled out in
    25 Casino development projects and hypermarket retail and
                                                                               eight shopping centres in the second half of 2012, with a package
    storage space. In addition, under the Alcudia/L’Esprit Voisin
                                                                               of 50 services offered to tenant retailers.
    plan, five sites were extended and nine converted to the Esprit
    Voisin concept.                                                            In the context of refocusing of the portfolio on properties presenting
                                                                               a size and positioning that fits in with the “Foncière Commerçante”
    A further milestone was reached in 2010 when Mercialys sold
                                                                               model, €472 million of assets have been sold in 2012 or subject
    45 assets for an amount of €120.1 million at the year-end.
                                                                               to a firm offer as of 13 February 2013.
    These were mature assets comprising mainly service malls, food




    14 / CASINO GROUP    REGISTRATION DOCUMENT 2012
                                                                                                             Presentation of the Casino Group

                                                                                                                   Management report
                                                                                                            Consolidated financial statements
                                                                                                         Parent company financial statements
                                                                                                                       Corporate governance
                                                                                                                             General Meeting
                                                                                                                       Additional information




MANAGEMENT REPORT
AT 31 DECEMBER 2012
  2.1. BUSINESS REPORT...............................................................................................17

  2.2. PARENT COMPANY BUSINESS REVIEW ................................................................22

  2.3. SUBSIDIARIES AND ASSOCIATES..........................................................................25

  2.4. SUBSEQUENT EVENTS .........................................................................................30

  2.5. PERSPECTIVES AND CONCLUSION .......................................................................31

  2.6. SHARE CAPITAL AND SHARE OWNERSHIP ...........................................................31

  2.7. RISK FACTORS AND INSURANCE ..........................................................................42

  2.8. ENVIRONMENTAL AND EMPLOYMENT REPORT –
       CORPORATE SOCIAL RESPONSIBILITY (CSR)........................................................47

  2.9. EMPLOYEE PROFIT-SHARING AND INCENTIVE PLANS ..........................................66
2   Presentation
    of the Casino Group
                                MANAGEMENT
                                REPORT
                                                         Consolidated
                                                         financial statements
                                                                                        Parent company
                                                                                        financial statements
                                                                                                                      Corporate
                                                                                                                      governance
                                                                                                                                           General
                                                                                                                                           Meeting
                                                                                                                                                              Additional
                                                                                                                                                              information




    FINANCIAL HIGHLIGHTS

     Continuing operations                                                                                                              Reported                   Organic
     (€ millions)                                                                          2011                      2012                change                   change (1)
     Total business volume excl. VAT(2)                                                  50,930                   52,342                    +2.8%
     Consolidated net sales                                                              34,361                   41,971                  +22.1%                      +3.5%
     Gross profit                                                                          8,954                  10,844                  +21.1%
     EBITDA(3)                                                                             2,287                    2,853                  +24.7%                     +2.8%
     Depreciation and amortisation expense                                                 (739)                     (851)
     Trading profit                                                                        1,548                    2,002                  +29.3%                     +3.0%
     Other operating income and expense                                                     (157)                     377
     Net financial expense, of which:                                                       (404)                    (499)                 -23.4%
        Finance costs, net                                                                 (472)                     (519)                   -9.9%
        Other financial income and expense                                                     68                       20
     Profit before tax                                                                       987                    1,880                  +90.5%
     Income tax expense                                                                     (228)                    (323)
     Share of profits of associates                                                            (7)                     (21)
     Net profit from continuing operations                                                   751                    1,535
        Group share                                                                          577                    1,065                  +84.4%
        Attributable to minority interests                                                   174                      470
     Net profit/(loss) from discontinued operations                                            (9)                      (2)
        Group share                                                                            (9)                      (2)
        Attributable to minority interests                                                      0                         0
     Consolidated net profit                                                                 742                    1,533
        Group share                                                                          568                    1,062                  +87.1%
        Attributable to minority interests                                                   174                      470
     UNDERLYING NET PROFIT, GROUP SHARE(4)                                                   565                       564                   -0.2%
     (1) Based on a comparable scope of consolidation and constant exchange rates, excluding the impact of property disposals.
     (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 + depreciation and amortisation expense.
     (4) Profit from continuing operations adjusted for the impact of other operating income and 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 (see appendix).




    16 / CASINO GROUP / REGISTRATION DOCUMENT 2012
Presentation
of the Casino Group
                            MANAGEMENT
                            REPORT
                                              Consolidated
                                              financial statements
                                                                           Parent company
                                                                           financial statements
                                                                                                    Corporate
                                                                                                    governance
                                                                                                                     General
                                                                                                                     Meeting
                                                                                                                                     Additional
                                                                                                                                     information

                                                                                                                           2.1. Business Report
                                                                                                                                                       2
2.1. BUSINESS REPORT

I                                                                                 the second half significantly boosted International’s contribution
     transforming operations: the control of GPA in July and the                  to the Group’s revenue and trading profit, at 56% and 66%
     agreement with Galeries Lafayette regarding the acquisition of               respectively.
     its 50% stake in Monoprix.                                               I   Trading profit rose sharply by +29.3%.
I    The Group’s consolidated sales grew strongly by +22.1%.                  I   The trading margin was 4.8%, up +26 basis points.
I    The currency effect was a negative -1.6%. Changes in scope of                - In France, the margin narrowed by -28 basis points.
     consolidation had a positive impact of +20.3%, under the effect              - Internationally, the margin rose by +48 basis points reflecting
     of the full consolidation of GPA.                                              the increase in profitability in Brazil and Colombia.
I    France sales were resilient, with sales nearly stable on an organic      I   Net profit from continuing operations, Group share rose by
     basis excluding the calendar effect, driven by the convenience               +84.4% to €1,065 million, and was at €564 million on an
     banners.                                                                     underlying basis.
I    In all the Group’s International markets, the pace of growth             I   The net financial debt to EBITDA ratio decreased to 1.91x.
     (+8.5%) was sustained and regular. Full consolidation of GPA from


2.1.1. FRANCE
U (44% of consolidated net sales and 34% of consolidated trading profit)


                                                                                                                                        Reported
    (€ millions)                                                                                   2011                 2012             change
    NET SALES
    France                                                                                        18,748              18,447               -1.6%
    Casino France                                                                                 12,365              12,158                -1.7%
    Monoprix                                                                                       1,973               2,010               +1.9%
    Franprix-Leader Price                                                                          4,410               4,279                -3.0%
    TRADING PROFIT
    France                                                                                          750                  685               -8.6%
    Casino France                                                                                   458                  400              -12.5%
    Monoprix                                                                                        128                  122                -4.3%
    Franprix-Leader Price                                                                           164                  163                -0.8%
    TRADING MARGIN
    France                                                                                         4.0%                3.7%                -28 bp
    Casino France                                                                                  3.7%                 3.3%               -41 bp
    Monoprix                                                                                       6.5%                 6.1%               -39 bp
    Franprix-Leader Price                                                                          3.7%                 3.8%                +8 bp


Net sales in France totalled €18,447 million in 2012 compared                     - Leader Price sales declined by -0.8% on an organic basis
with €18,748 million in 2011, a decrease of -1.6% or -0.8% on                       excluding the calendar effect. The banner confirmed its
an organic basis.                                                                   turnaround thanks to price indices now repositioned, an
                                                                                    improvement in product ranges with heavy involvement by
Trading profit declined by -8.6% compared with 2011 to
                                                                                    Jean-Pierre Coffe (famous French gourmet icon), and continued
€685 million. Trading margin narrowed by -28 basis points
                                                                                    store renovations and expansion: 18 stores were opened
compared with the previous year, down to 3.7%.
                                                                                    during the year.
Highlights by format were as follows:                                             - Franprix sales fell by -1% on an organic basis excluding the
                                                                                    calendar effect. Private-label products were relaunched in
I    Franprix-Leader Price sales were down -3.0% to €4,279 million,
                                                                                    stores, with more Leader Price products under €1. Targeted
     versus €4,410 million in 2011.
                                                                                    price cuts also contributed to the banner’s solid performance.
                                                                                    The stores network continued to be upgraded and 39 stores
                                                                                    opened in 2012.




                                                                                                      REGISTRATION DOCUMENT 2012 / CASINO GROUP / 17
2   Presentation
    of the Casino Group

    2.1. Business Report
                                  MANAGEMENT
                                  REPORT
                                                          Consolidated
                                                          financial statements
                                                                                       Parent company
                                                                                       financial statements
                                                                                                                    Corporate
                                                                                                                    governance
                                                                                                                                     General
                                                                                                                                     Meeting
                                                                                                                                                    Additional
                                                                                                                                                    information




         Franprix-Leader Price’s trading margin stood at 3.8%, up                               Entry-price and private-label price indices were repositioned in
         +8 basis points compared with 2011. This performance is in                             Q4. Lastly, the roll-out of the offering of local goods “Le Meilleur
         line with the roadmap, thanks to the control of margins and cost                       d’Ici” continued.
         reductions. The commercial relaunching has proved successful                         - Superettes sales declined slightly, by -0.6% to €1,480 million
         thanks to the repositioning of price indices and store renovations.                    on an organic basis excluding the calendar effect, versus
         In-store operating efficiency and logistics and support functions                      €1,485 million in 2011. The offering (surface, product mix, etc.)
         productivity have also been improved.                                                  was redefined and a common assortment introduced based
    I    Monoprix’s sales were well oriented, growing by +1.7% on an                            around the Casino private label. The number of Cdiscount
         organic basis excluding petrol and calendar effect. Food sales                         pick-up points increased sharply. Expansion continued with
         held up well, and growth in textile that was superior to the                           422 new stores (including the 144 “Coop d’Alsace” stores that
         market over the full year. Expansion continued on all formats                          joined the network). At the end of 2012, the network included
         (Citymarchés, Monop’, Naturalia, etc.) with 36 stores opened                           11 Casino Shopping and 77 Casino Shop outlets.
         in 2012.                                                                             - Other businesses, which primarily include Cdiscount, Mercialys
                                                                                                and Casino Restauration, reported a +6.6% increase in sales
         Monoprix’s total sales rose by +1.9% to €2,010 million, versus
                                                                                                to €1,746 million versus €1,638 million in 2011. On an organic
         €1,973 million in 2011. Monoprix’s operating margin was still
                                                                                                basis, sales rose by +10.6%.
         high at 6.1% thanks to the quality of mix (food, perfume, textile,
                                                                                                Growth was driven by Cdiscount’s very strong momentum, with
         home equipment).
                                                                                                a +16.3% increase in sales. Cdiscount’s total business volume
    I    Casino France                                                                          increased by +22% over the year including the marketplace
         - Géant Casino hypermarket sales fell by -7.7%, to                                     (10% of the website’s total volumes at the end of December).
           €5,246 million, on an organic basis excluding petrol and the                         In addition, sales via mobile applications (smartphones and
           calendar effect.                                                                     tablets) are developing rapidly, contributing 8% of the total at
           Non-food business was down due to the sharp reduction                                the end of the year. At end 2012, there were 3,000 physical
           in non-food shelf displays in 2012. In food, Géant realigned                         Cdiscount pick-up points deployed in the Group’s French
           its price indices for entry-price and private-label products at                      stores.
           the end of Q3. Deployment of the multi-channel approach                            - Casino France’s trading margin narrowed by -41 basis points
           continued with Cdiscount. Total same-store non-food sales                            to 3.3%. Significant price reductions were initiated in the
           (Géant + Cdiscount) slightly increased over the year to                              second half of the year, financed by reallocating promotional
           €2.3 billion (up +0.6%).                                                             and marketing expenses. Ambitious cost reduction plans were
         - Casino Supermarket sales grew by +1.8% on an organic                                 implemented, covering stores, IT and structures. In a backdrop
           basis, excluding petrol and the calendar effect, supported by                        of lower sales, especially in non-food in hypermarkets, the
           the opening of seven new stores. Sales totalled €3,687 million                       overall margin slightly decreased.
           versus €3,619 million in 2011, an increase of +1.9% on a
           reported basis.


    2.1.2. INTERNATIONAL
    U (56% of consolidated net sales and 66% of consolidated trading profit)

                                                                                                                                    Reported             Organic
        (€ millions)                                                                       2011                    2012              change             change(1)
        Net sales                                                                       15,613                   23,524              +50.7%               +8.5%
        Trading profit                                                                      798                   1,316              +64.9%              +14.2%
        Trading margin                                                                    5.1%                     5.6%               +48bp
        (1) Based on a comparable scope of consolidation and constant exchange rates, excluding the impact of property disposals.


    International sales surged +50.7% to €23,524 million, driven                           Trading margin gained +48 basis points to 5.6%, reflecting a
    by the full consolidation of GPA from the second half. The scope                       sharp improvement in Latin America.
    effect therefore contributed +45.7%, whilst the currency effect
                                                                                           International contributed 56% to Group revenue and 66% to
    was a negative -3.5%. Adjusted for these factors, International
                                                                                           Group trading profit, versus 45% and 52% respectively in 2011.
    reported strong organic sales growth of +8.5%.
    International trading profit came to €1,316 million, versus
    €798 million in 2011, an increase of +64.9%.




    18 / CASINO GROUP / REGISTRATION DOCUMENT 2012
Presentation
of the Casino Group
                         MANAGEMENT
                         REPORT
                                            Consolidated
                                            financial statements
                                                                        Parent company
                                                                        financial statements
                                                                                                 Corporate
                                                                                                 governance
                                                                                                                  General
                                                                                                                  Meeting
                                                                                                                                  Additional
                                                                                                                                  information

                                                                                                                        2.1. Business Report
                                                                                                                                                    2
Latin America
I    Brazil (GPA was consolidated in proportionate at 40.3% until 1 July 2012 and fully consolidated as of 2 July 2012).
I    Colombia.
I    Uruguay.
I    Argentina.

                                                                                                                                     Reported
    (€ millions)                                                                                2011                 2012             change
    Net sales                                                                                  11,826              19,251              +62.8%
    Trading profit                                                                               565                1,060              +87.7%
    Trading margin                                                                              4.8%                 5.5%              +73 bp


Sales in Latin America rose by +62.8% to €19,251 million from              In non-food, Viavarejo (which encompasses the Casas Bahia and
€11,826 million in 2011.                                                   Ponto Frio banners) enjoyed sustained growth with same-store
                                                                           sales up +7.5%(1) 32 Ponto Frio and Casas Bahia stores were
The currency effect was a negative -6.4%, whilst changes in
                                                                           opened in 2012.
scope of consolidation had a positive impact of +60.4%, driven
by the full consolidation of GPA in the second half.                       In Colombia and Uruguay, Exito Group reported sharp sales
                                                                           growth of +18.3% to €4.3 billion, supported by organic growth
Latin America reported strong organic growth of +8.8%, driven
                                                                           and market share gains by Exito in Colombia. Expansion was
by a very strong same-store performance across the entire region
                                                                           rapid and focused on discount and convenience formats, with
(up +7.0% excluding petrol).
                                                                           86 stores opened in 2012 including 44 Surtimax and 28 Exito
In Brazil, GPA posted a strong organic growth of +9%. In the food          Express. Private-label, e-commerce, complementary businesses
segment, GPA Food’s same-store sales rose by +6.5%(1), thanks              to retail (credit cards, insurance and travel agencies, etc.) and
to a strong performance by the Assai cash and carry banner. Most           real estate were strengthened. In addition, Exito’s best practices
of the Extra Fácil stores have now been successfully rebranded to          were gradually rolled out to Uruguay, whose performance was
the new Minimercado Extra concept, with an increase in average             very good in 2012.
selling space and an improved service offering. 87 stores were
                                                                           T
                                                                           Trading profit in Latin America totalled €1,060 million in 2012, an
opened in 2012, including 39 Minimercado convenience stores,
                                                                           increase of +87.7%. In Brazil, the cash & carry margin continued
three Assai stores, six hypermarkets and seven supermarkets.
                                                                           to rise, and synergies between Casas Bahia and Ponto Frio
                                                                           continued. Colombia reported a very satisfactory performance
                                                                           in all formats and expansion costs were well managed.


Asia
I    Thailand.
I    Vietnam.

                                                                                                                                     Reported
    (€ millions)                                                                                2011                 2012             change
    Net sales                                                                                   2,895               3,407              +17.7%
    Trading profit                                                                               212                  241              +13.5%
    Trading margin                                                                              7.3%                 7.1%                -26bp


Sales in Asia increased by +17.7%, to €3,407 million versus                and the development of the loyalty card, as well as by sustained
€2,895 million in 2011. The currency effect was a positive +6.9%.          expansion, particularly in small formats and shopping malls
On an organic basis, growth was a sustained +10.8%, driven                 around the hypermarket anchor. The financial structure was
by a good same-store performance (up +4.8%) and by strong                  also strengthened through debt refinancing and a successful
expansion.                                                                 private placement. 129 stores were opened in 2012, including
                                                                           76 Mini Big C, 41 Pure stores, five hypermarkets with adjacent
In Thailand, Big C reported growth of +16.1%. Organic growth
                                                                           shopping malls and seven supermarkets.
was buoyant at +9.3%(1) despite the aftermath of the end-2011
floods, driven notably by the success of innovative sales initiatives




(1) Based on reported Company data.


                                                                                                   REGISTRATION DOCUMENT 2012 / CASINO GROUP / 19
2   Presentation
    of the Casino Group

    2.1. Business Report
                             MANAGEMENT
                             REPORT
                                                  Consolidated
                                                  financial statements
                                                                               Parent company
                                                                               financial statements
                                                                                                          Corporate
                                                                                                          governance
                                                                                                                           General
                                                                                                                           Meeting
                                                                                                                                            Additional
                                                                                                                                            information




    Vietnam delivered further strong sales growth of +21.9% on an                 T
                                                                                  Trading profit in Asia rose by +13.5% to €241 million, driven by
    organic basis excluding the calendar effect, despite the backdrop             Thailand with its excellent trading margin and a strong contribution
    of economic slowdown. Three hypermarkets, with three adjacent                 from shopping malls.
    shopping malls, and seven convenience stores were opened
    during the year.


    2.1.3. COMMENTS ON THE CONSOLIDATED FINANCIAL STATEMENTS
    Significant accounting policies                                               Net sales
    Pursuant to European regulation 1606/2002 of 19 July 2002, the                Consolidated net sales for the year rose by +22.1%, to
    consolidated financial statements for the year ended 31 December              €41,971 million versus €34,361 million in 2011.
    2012 have been prepared in accordance with International
    Financial Reporting Standards (IFRS) issued by the International              MAIN CURRENCY EFFECTS
    Accounting Standards Board (IASB), as adopted by the European
                                                                                  The currency effect was a negative -1.6%.
    Union on the date of approval of the financial statements by the
    Board of Directors and mandatory as of the reporting date. These
                                                                                  MAIN SCOPE EFFECTS
    standards are available on the European Commission’s website:
    http://ec.europa.eu/internal_market/accounting/ias/index_fr.htm.
       p          p              _                  g         _                   Changes in the scope of consolidation had a positive impact of
                                                                                  +20.3%, primarily due to obtaining control of GPA and its full
    The significant accounting policies set out below have been applied
                                                                                  consolidation as of 2 July 2012.
    consistently to all periods presented, after taking account of or
    with the exception of the new standards and interpretations (see              A detailed review of sales growth is presented above, in the
    note 1.1.1 to the consolidated financial statements).                         sections on French and International operations.


    Main changes in the scope of                                                  Trading profit
    consolidation and their related impacts                                       Trading profit rose by +29.3%, to €2,002  million versus
    I   In 2012, the Group undertook a process of change in control               €1,548 million in 2011.
        of Mercialys. After the effective sale of Mercialys shares, the           The currency effect was a negative -2.0%. Changes in scope of
        Group reduced its equity stake to 40.17%. The disposal process            consolidation had a positive impact of +28.3%, reflecting the full
        also involved a reorganisation of governance and agreements               consolidation of GPA.
        between Casino and Mercialys. However, on 31 December
        2012, this process was not fully finalised. The next Mercialys            Adjusted for these factors, trading profit was up +3.0% on an
        Shareholders’ Meeting will provide the opportunity to note the            organic basis.
        loss of control. In accordance with IFRS 5, all of Mercialys’ assets      A detailed review of trading profit is presented above, in the
        and liabilities, including the net financial debt, were reclassified      sections on French and International operations.
        on the consolidated balance sheet under “Assets held for sale”
        and “Liabilities associated with assets held for sale” respectively
        (see note 11.2 to the consolidated financial statements).                 Operating profit
    I   As Casino Group finalised the process to take exclusive control           Other operating income and expense showed a net income
        of GPA on 2 July, this sub-group will be fully consolidated from          of €377 million for the year, compared with a net expense of
        that date. During the first half of the year, GPA was consolidated        €157 million in 2011.
        in proportionate at 40.32%. Proforma data were also prepared
        to illustrate the full year effect of the full consolidation of GPA       The net income of €377 million in 2012 primarily included:
        (see note 3.3 to the consolidated financial statements).                  I   €110 million in capital gain on asset disposals;
    I   Casino Group consolidated the Barat franchise within Franprix-            I   €672 million in net income related to scope operations (notably
        Leader Price under the full consolidation method from the end                 the revaluation at fair value of the previously held interest in GPA);
        of the first quarter of 2012.
                                                                                  I   €123 million in net impairment of assets;
    I   Casino Group consolidated companies owning 21 stores in the
                                                                                  I   €200 million in provisions and charges for restructuring;
        South-East of France within Franprix-Leader Price under the full
        consolidation method from July 2012.                                      I   €81 million in tax, legal and risk provisions and charges, and
                                                                                      others.




    20 / CASINO GROUP / REGISTRATION DOCUMENT 2012
Presentation
of the Casino Group
                        MANAGEMENT
                        REPORT
                                            Consolidated
                                            financial statements
                                                                        Parent company
                                                                        financial statements
                                                                                                Corporate
                                                                                                governance
                                                                                                                 General
                                                                                                                 Meeting
                                                                                                                                 Additional
                                                                                                                                 information

                                                                                                                       2.1. Business Report
                                                                                                                                                   2
After other operating income and expense, operating profit                 Cash flows
amounted to €2,379 million, up +71% from €1,391 in 2011.
                                                                           Cash flow rose by +15.7% to €1,639 million from €1,416 million
                                                                           in 2011.
Profit before tax
                                                                           Change in working capital was a positive €194 million versus
Profit before tax rose by +90.5% to €1,880 million from                    €54 million in 2011, led by a favourable change of €354 million in
€987 million in 2011, after deducting net financial expenses of            international goods working capital (versus €92 million in 2011).
€499 million compared with €404 million in 2011, which includes:           In 2012, change in working capital was affected by the one-off
                                                                           impact of tax expenses in France related to the settlement of
I   finance costs, net of €519 million, up from €472 million in 2011;
                                                                           litigations. Therefore, the change in non-goods working capital
I   other net financial income of €20 million, compared with other         was a negative €143 million in 2012 (versus a positive €1 million
    net financial income of €68 million in 2011.                           in 2011).
                                                                           In 2012, capital expenditure amounted to €1,406 million, a
Net profit, Group share                                                    contained increase over the 2011 level of €1,187 million given the
Income tax expense came to €323 million in 2012, compared                  full consolidation of GPA. In France, capital expenditure continued
with €228 million in 2011. The effective tax rate was 17.2%.               to be controlled and focused mainly on the convenience stores.
Excluding non-recurring items, the underlying tax rate stood at            Internationally, capital expenditure was driven by scope effects in
32.3% versus 30.6% in 2011.                                                Brazil and by expansion. Excluding currency effects, International
                                                                           capital expenditure rose by +50.1%.
The Group’s share in the losses of associates amounted to
€21 million, compared with losses of €7 million in 2011.                   Acquisitions and changes in scope of consolidation amounted
                                                                           to €603 million for the period, resulting primarily from the full
Minority interests totalled €470 million versus €174 million in            consolidation of GPA.
2011. In 2012, excluding non-recurring items, underlying profit
attributable to minority interests came to €415 million, the increase
being primarily due to the full consolidation of GPA.                      Financial position
In 2011, excluding non-recurring items, underlying profit                  At 31 December 2012, the Group had a net financial debt of
attributable to minority interests came to €182 million.                   €5,451 million, versus €5,379 million at 31 December 2011. The
                                                                           net financial debt to EBITDA ratio stood at 1.91x compared with
In light of these factors, net profit from continuing operations,
                                                                           2.35x at end-2011.
Group share rose by +84.4% to €1,065 million for the period,
from €577 million in 2011.                                                       y
                                                                           Equity came to €15,201 million at 31 December 2012, compared
                                                                           with €9,383 million at 31 December 2011. The increase was mainly
Underlying net profit from continuing operations, Group share
                                                                           due to changes in minority interests after obtaining control of GPA.
(as defined after) amounted to €564 million versus €565 million
in 2011.                                                                   The Group’s debt profile has improved significantly. The Group
                                                                           made several successful bond issues in 2012, hence showing
The loss from discontinued operations, Group share amounted
                                                                           the quality of its signature:
to €2 million in 2012. It mainly comprised expenses related to the
disposal of the Polish companies and Casino USA. In 2011, the              I   March: €600 million 8-year bond issue;
loss was €9 million, mainly comprising the €7 million compensation         I   July: €650 million 7-year bond issue.
awarded by the arbitration board to the Baud family in respect of
                                                                           These transactions extended the average maturity of Casino’s
the disposal of Leader Price Polska.
                                                                           bond debt to 4.5 years at end-2012 versus 4.4 years previously.
T
Total net profit, Group share rose by +87.1% to €1,062 million
from €568 million in 2011.




                                                                                                  REGISTRATION DOCUMENT 2012 / CASINO GROUP / 21
2   Presentation
    of the Casino Group
                                MANAGEMENT
                                REPORT

    2.2. Parent company business review
                                                             Consolidated
                                                             financial statements
                                                                                        Parent company
                                                                                        financial statements
                                                                                                                        Corporate
                                                                                                                        governance
                                                                                                                                            General
                                                                                                                                            Meeting
                                                                                                                                                               Additional
                                                                                                                                                               information




    2.1.4. APPENDIX: RECONCILIATION OF REPORTED NET PROFIT TO UNDERLYING NET PROFIT
    Underlying profit corresponds to profit from continuing operations                       that do not qualify for hedge accounting and embedded derivatives
    adjusted for the impact of other operating income and expense                            indexed to the Casino share price are excluded from underlying
    (as defined in the “Significant Accounting Policies” section of the                      profit.
    notes to the consolidated financial statements), non-recurring
                                                                                             Non-recurring income tax expense/benefits correspond to tax
    financial items and non-recurring income tax expense/benefits.
                                                                                             effects related directly to the above adjustments and to direct
    Non-recurring financial items include fair value adjustments to                          non-recurring tax effects. In other words, the tax on underlying
    certain financial instruments whose market value may be highly                           profit before tax is calculated at the standard average tax rate
    volatile. For example, fair value adjustments to financial instruments                   paid by the Group.

    Underlying profit is a measure of the Group’s recurring profitability.

                                                                                                             2011                                                     2012
     (€ millions)                                                       2011     Adjustments          (underlying)              2012      Adjustments          (underlying)
     TRADING PROFIT                                                    1,548                                  1,548             2,002                                  2,002
     Other operating income and expense                                 (157)                157                    0             377                (377)                   0
     OPERATING PROFIT                                                  1,391                 157              1,548             2,379                (377)             2,002
     Finance costs, net                                                 (472)                   0              (472)            (519)                    0              (519)
                                                       (1)
     Other financial income and expense, net                              68                 (57)                 11               20                 (24)                 (4)
     Income tax expense(2)                                              (228)              (105)               (333)            (323)                (155)              (478)
     Share of profits of associates                                       (7)                   0                 (7)             (21)                   0                (21)
     PROFIT FROM CONTINUING OPERATIONS                                   751                  (5)               747             1,535                (556)                979
     Attributable to non-controlling interests(3)                        174                    7               182               470                 (55)                415
     Group share                                                         577                 (12)               565            1,065                 (501)                564
     (1) Other financial income and expense, net is stated before the impact of discounting tax liabilities in Brazil (€22 million expense in 2011 and 2012), foreign exchange
         losses on USD receivables due from the Venezuelan government (€25 million expense in 2011 and €2 million expense in 2012), changes in fair value of financial
         instruments not qualifying for hedge accounting (€87 million income in 2011 and n/a in 2012) and changes in the fair value of the Total Return Swap on Exito, GPA,
         Big C and Mercialys shares (€17 million income in 2011 for Exito only and €48 million income in 2012).
     (2) Income tax expense is stated before the tax effect of the above adjustments and non-recurring income tax expense/benefits.
     (3) Non-controlling interests are stated before the above adjustments.




    2.2. PARENT COMPANY BUSINESS REVIEW

    2.2.1. BUSINESS
    Casino, Guichard-Perrachon, parent company of the Casino                                 In 2012, the Company had net revenue of €172.0 million versus
    Group, is a holding company. Its activities consist of defining and                      €161.0 million in 2011, corresponding mainly to trademark
    implementing the Group’s development strategy and coordinating                           and banner licence fees and management fees received from
    the businesses of the various subsidiaries, acting jointly with their                    subsidiaries. Substantially all of its net revenue is derived from
    respective management teams. The Company also manages                                    the French subsidiaries.
    a portfolio of brands, designs and models licensed to the
                                                                                             The Company does not have any specific research and
    subsidiaries. In addition, it manages the Group cash pool in France
                                                                                             development activities.
    and is responsible for overseeing the proper application of Group
    legal and accounting rules and procedures by the subsidiaries.


    2.2.2. FINANCIAL REVIEW
    The financial statements are prepared in accordance with French                          These principles and policies are described in the notes to the
    generally accepted accounting principles as approved by the                              financial statements, which also include a detailed analysis of
    decree of 22 June 1999, and with all CRC standards published                             the main balance sheet and income statement items, as well as
    after that date.                                                                         movements during the year.
    The accounting principles and policies applied to prepare the                            At 31  December 2012, the Company had total assets of
    financial statements are substantially the same as those used in                         €17,358.8 million and equity of €7,820.9 million. Non-current
    the previous year.




    22 / CASINO GROUP / REGISTRATION DOCUMENT 2012
Presentation
of the Casino Group
                          MANAGEMENT
                          REPORT
                                                 Consolidated
                                                 financial statements
                                                                                Parent company
                                                                                financial statements
                                                                                                         Corporate
                                                                                                         governance
                                                                                                                           General
                                                                                                                           Meeting

                                                                                                           2.2. Parent company business review
                                                                                                                                               Additional
                                                                                                                                               information
                                                                                                                                                                   2
assets amounted to €9,940.7 million (including €9,868.7 million                    72.05% of equity. Details of debt and financial liabilities are
in investments).                                                                   provided in note 13 to the parent company financial statements.
                                                                                   No debt is secured by collateral over the Company’s assets. At
Total debt stood at €8,835.5 million versus €8,215.7 million at
                                                                                   31 December 2012, the Company had confirmed undrawn bank
31 December 2011, an increase of 10.7%. Net debt stood at
                                                                                   lines totalling €2,427.1 million.
€5,634.6 million versus €6,281.6 million in 2011, representing

As required by article L. 441-6-1 of the French Commercial Code (Code de commerce), the following table shows a breakdown of
trade payables by due date at the year-end:


                                               31 to 60 days          61 to 90 days More than 91
                   1 to 30 days before         before the due         before the due days before
(€)                    the due date                 date                   date      the due date              Past due                       T
                                                                                                                                              Total
                        2012         2011        2012       2011       2012        2011 2012 2011             2012         2011           2012           2011
Trade payables
T                                                                                                                                   60,598,051.38 40,315,905.22
Accounts
payable            12,937,534.76 5,032,387.69 278,687.96 341,088.34 18,132.43    17,310.51               5,694,995.10 4,849,681.64 18,929,350.25 10,240,468.18
Bills payable      1,128,379.21 1,193,384.58 110,465.55   83,437.73                                                             0    1,238,844.76   1,276,822.31
Invoices not yet
received                                                                                                                            40,429,856.37 28,798,614.73
Amounts due
to suppliers
of non-current
assets                                                                                                                                493,171.78      383,616.01
Accounts
payable              425,123.58     5,294.81     865.00    1,770.08                                                     11,301.59     425,988.58       18,366.48
Bills payable         39,945.06   130,459.73               2,518.78                                        19,917.39    93,238.09      59,862.45      226,216.60
Invoices not yet
received                                                                                                                                 7,320.75     139,032.93


Operating profit for the year came to €25.5 million versus                         I   €25.3 million reversal of provision for impairment of Casino
€38.0 million in 2011.                                                                 Entreprise shares;
The Company had net financial revenue of €383.5 million versus                     I   €12.5  million reversal of provision for allocated Casino
€194.04 million in 2011. The figure mainly includes:                                   Développement loss;
                                                                                   I   €18.0 million provision for foreign exchange losses;
I   €577.6 million in income from investments in subsidiaries and
    associates versus €346.0 million in 2011 (under the by-laws                    I   €26.2 million provision for loss related to TRS on GPA and
    of Distribution Casino France, Casino Restauration and                             Big C shares.
    L’Immobilière Groupe Casino, the Company records its share                     Profit before tax and exceptional items therefore amounted to
    of each of these companies’ profit for the year in its income                  €409.1 million versus €232.1 million in 2011.
    statement);
                                                                                   Net exceptional loss amounted to €127.5 million versus income
I   €4.5 million loss relating to the sale of treasury shares;                     of €377.0 million in 2011. Included in this total was the gain on
I   €17.7 million provision for amortisation of bond redemption                    disposal of Latic shares to Cofidol for €42.9 million and expenses
    premiums;                                                                      related to the takeover of GPA and to the Group’s interests defense
I   €19.2 million provision for impairment of Geimex shares and                    in Brazil for €145 million.
    €7.1 million for Banque du Groupe Casino shares;




                                                                                                          REGISTRATION DOCUMENT 2012 / CASINO GROUP / 23
2   Presentation
    of the Casino Group
                               MANAGEMENT
                               REPORT

    2.2. Parent company business review
                                                        Consolidated
                                                        financial statements
                                                                                Parent company
                                                                                financial statements
                                                                                                           Corporate
                                                                                                           governance
                                                                                                                             General
                                                                                                                             Meeting
                                                                                                                                            Additional
                                                                                                                                            information




    Net result amounted to €281.5 million versus €609.0 million in                    2012, corresponding to the tax saving arising from netting off the
    2011.                                                                             profit and losses of the companies in the tax group. After taking this
                                                                                      benefit into account, net income for the year was €412.7 million
    As the parent company of the French tax group, Casino,
                                                                                      compared with €731.4 million in 2011.
    Guichard-Perrachon recorded a tax benefit of €131.2 million in


    2.2.3. NON-DEDUCTIBLE EXPENSES

    In accordance with the disclosures required by Articles 223 quater, quinquies, 39-4 and 39-5 of the French General Tax Code (Code
    général des impôts), no non-deductible expenses were incurred during the year.


    2.2.4. DIVIDENDS
    Including retained earnings brought forward from prior years, the                 général des impôts), and have the option of paying a flat-rate
    sum available for distribution comes to €3,343,062,614.06. The                    withholding tax.
    Board is recommending a dividend of €3 per share.
                                                                                      The dividend will be paid as of 29 April 2013. Dividends on any
    Private shareholders resident in France for tax purposes will be                  Casino shares held by the Company on that date will be credited
    entitled to claim 40% tax relief on their dividends, in accordance                to retained earnings.
    with Article 158-3, paragraph 2, of the French Tax Code (Code

    Dividends paid over the last three years are as follows:


                                                                            Number           Dividend          Dividend eligible   Dividend not eligible
     Year
     Y              Class of shares                                        of shares         per share        for 40% tax relief      for 40% tax relief
     2009           Ordinary shares                                   110,360,987(1)             €2.65                    €2.65                           -
     2010           Ordinary shares                                   110,668,863(2)             €2.78                    €2.78                           -
                                                                                    (3)
     2011           Ordinary shares                                   110,360,987                €3.00                    €3.00                           -
     (1) Including 85,996 shares held by the Company.
     (2) Including 36,958 shares held by the Company.
     (3) Including 21,030 shares held by the Company.


    The following table shows the total dividend payout (in € millions) and the payout rate (as a percentage of net profit), over the past
    five years:


     Y
     Year                                                                      2007               2008             2009            2010             2011
     Total payout                                                              257.6             283.6            292.2            307.5            381.9
     Payout rate (% of net profit)                                              31.6              57.1             49.4             57.7             58.4


    By law, any dividends which have not been claimed within five years of their payment date will lapse and become the property of the
    French State, in accordance with articles L. 1126-1 and L. 1126-2 of the French Public Property Code (Code général de la propriété
                                                                                                                                    i
    des personnes publiques).




    24 / CASINO GROUP / REGISTRATION DOCUMENT 2012
Presentation
of the Casino Group
                         MANAGEMENT
                         REPORT
                                             Consolidated
                                             financial statements
                                                                          Parent company
                                                                          financial statements
                                                                                                    Corporate
                                                                                                    governance
                                                                                                                     General
                                                                                                                     Meeting
                                                                                                                                     Additional
                                                                                                                                     information

                                                                                                            2.3. Subsidiaries and associates
                                                                                                                                                       2
2.3. SUBSIDIARIES AND ASSOCIATES

The business performance of the main subsidiaries is discussed               pages 150 to 154. Information on Casino, Guichard-Perrachon’s
on pages 6 to 24. A list of consolidated companies is provided on            subsidiaries and associates is provided on pages 178 to 180.


2.3.1. LEGAL STRUCTURE
In France, the Group’s business activities are managed through               I   Plouescadis, which is the parent of some 60 companies involved
various specialised companies:                                                   in property development.
The retailing business is mainly operated by two subsidiaries:               The supply chain business is operated by three subsidiaries:

I   Distribution Casino France, which manages all the hypermarkets,          I   EMC Distribution, the Group’s central purchasing agency;
    supermarkets and convenience stores in France and has a                  I   Comacas, which manages store supplies;
    number of specialised subsidiaries:                                      I   Easydis, which manages warehousing and transportation of
    - Franprix-Leader Price Holding sub-group (formerly Asinco),                 goods from warehouses to stores.
      which holds the Group’s interests in Franprix-Leader Price;            Support functions are mainly provided through four subsidiaries:
    - Codim 2, which operates the Group’s hypermarkets and
      supermarkets in Corsica;                                               I   Casino Services, notably for accounting, legal affairs and finance;
    - Floréal and Casino Carburants, which operate the service               I   Casino Information Technology for information systems;
      stations in hypermarket/supermarket premises;                          I   IGC Services, which provides administrative services, advice
    - Serca, which provides an after-sales service;                              and support to the Group’s real estate companies;
    - Casino Vacances, the Group’s travel agency, which distributes
                                                                             I   Casino Développement, which undertakes feasibility studies
      its catalogue through the various networks;
                                                                                 and puts together the technical and administrative applications
    - Club Avantages, which manages the S’miles loyalty programme
                                                                                 required to develop buildings for retail use and services.
      for the Casino Group;
    - Cdiscount (online sales).                                              Other specialised subsidiaries include:
I   Monoprix SA, which is 50/50 owned with Galeries Lafayette.               I   Casino Restauration, which operates all the Group’s cafeterias
    The Monoprix Group currently comprises some 40 companies.                    and its subsidiary R2C, a foodservice company;
The Group’s real estate interests are held by:                               I   Banque du Groupe Casino, which manages the Group’s
I   L’Immobilière Groupe Casino, which owns the hypermarket                      consumer finance and payment card business;
    premises. It has some 30 subsidiaries and associates, including          I   Campus Casino, the Group’s training centre for in-house and
    Forézienne de Participations, a real estate holding company and              external client use;
    leading shareholder of Mercialys, which is a real estate investment      I   GreenYellow (formerly KSilicium), a holding company housing
    company that owns the shopping centres and cafeterias                        the solar power generation business.
    surrounding the Group’s hypermarkets and supermarkets.
                                                                             The Group’s international business is operated by locally
    Mercialys has the tax status of société d’investissement
                                                                             incorporated companies.
    immobilier cotée (SIIC), a French-style REIT, and has been listed
    on Euronext Paris since 14 October 2005. It has 23 subsidiaries
    and interests in other companies;


2.3.2. INVESTMENTS MADE IN 2012
In 2012, the Company acquired and created companies with the                 Distribution Casino France Group
following direct and indirect interests:
                                                                             Brindis (100%), Guymar (100%), Lioser (100%), Tonico (100%),
                                                                             GC Distribution (48.75%), Tur-Lucs (46.90%), SAS Districentre
Casino, Guichard-Perrachon                                                   (26%).
None.




                                                                                                     REGISTRATION DOCUMENT 2012 / CASINO GROUP / 25
2   Presentation
    of the Casino Group
                            MANAGEMENT
                            REPORT

    2.3. Subsidiaries and associates
                                                Consolidated
                                                financial statements
                                                                         Parent company
                                                                         financial statements
                                                                                                Corporate
                                                                                                governance
                                                                                                               General
                                                                                                               Meeting
                                                                                                                              Additional
                                                                                                                              information




    Franprix-Leader Price sub-group                                         Distrinice SARL (100%), Leader Beaumont SAS (100%), Leader
                                                                            Juan SAS (100%), Leader Grasse SAS (100%), Cannet Distribution
    Vaucluse Discount (100%), H2A (100%), Leader Beaumont                   SAS (100%), Hyères Distribution SAS (100%), Saint-Maximin
    SAS (100%), Perpinadis HD SARL (100%), Mimondis HD SARL                 Distribution SAS (100%), MA Distribution SAS (100%), Leader
    (100%), SCI Immomines (100%), SCI Cugnimmo (100%), Anthony              Carros SAS (100%), Joan SA (100%), Leader Cais SARL (100%),
    Distrib (100%), DBMH (100%), SARL Leader Distribution Yonne  Y          Leader Vallauris SARL (100%), Leader Cannet SARL (100%),
    (100%), SARL Leader Distribution Autunoise (100%), SARL                 Leader Menton SARL (100%), Leader Cannes Bocca SARL
    Belfort Distribution (100%), SARL Montbéliard Distribution (100%),      (100%), Leader Roquebrune SARL (100%), Leader Sud SARL
    SARL Kembs Distribution, (100%), SARL Bas-Rhin Distribution             (100%), Leader Puget SARL (100%), Proleasder SARL (100%),
    (100%), SARL Quetigny Distribution (100%), SARL Franche-                Leader Saint-Roch SARL (100%), Leader Seyne SARL (100%),
    Comté Distribution (100%), SARL Saint-Thibault Distribution             SP Transports SARL (100%), Biscarodis HD EURL (100%),
    (100%), SARL Leader Distribution Bourgogne (100%), SARL                 Piedis HD EURL (100%), Mizandis HD EURL (100%), Elnedis
    Leader Distribution Fontaine (100%), SARL Leader Distribution           HD EURL (100%), Hagetdis HD EURL (100%), Sumori EURL
    Creancey (100%), SARL Leader Distribution Mulhouse (100%),              (100%), Leader Dionys SNC (100%), Leader Niort SNC (100%),
    SARL Leader Distribution Neuilly (100%), SAS Romabelle (100%),          Distrileader 79 SNC (100%), Distrileader Gruchet Le Valasse SNC
    SARL Soultz Distribution (100%), SAS Monebert (100%), SARL              (100%), Distrileader 66 SNC (100%), Distrileader Chateaubourg
    Leader Distribution Saône (100%), SARL Leader Distribution              SNC (100%), Leader Price Magasin 4 SAS (100%), Leader
    Niepce (100%), SARL Leader Distribution Bleni (100%), SAS               Price Seine-Maritime SARL (100%), Spodisoissy SARL (100%),
    MCM (100%), SARL Leader Distribution Chenove (100%), Magui              Sevrandis SARL (100%), Distrileader Loudeac SNC (100%),
    SAS (100%), SCI Creancey 21 (100%), SCI La Courtilière (100%),          Olive et Fils SA (SAS) (50%).
    SCI Neuilly La Combe (100%), SCI Fontaine Cortots (100%),
    SCI Amatoltec (100%), EURL Gargas Discount (100%), EURL
    Provence Discount 1 (100%), EURL Provence Discount 2 (100%),            L’Immobilière Groupe Casino Group
    EURL Provence Discount 3 (100%), Leader Price Essonne SNC
                                                                            SCI du Supermarché de Montussan (99.90%), Mapic (10%).
    (100%), SARL Sogere (100%), SARL Sogedran (100%), SARLN
    Sogemont (100%), SARL Sogeville (100%), SARL AD Distribution
    (100%), SARL LI.SER.AP (100%), SARL Sup des Vallées (100%),             Plouescadis Group
    SARL Super Losserand (100%), SARL Super Dunes (100%), SARL
    Sogedam (100%), SARL Filoma (100%), SARL Soge Chartreux                 Avenir Tarbes (100%), SNC Avenir Amiens (100%), De Pres et de
    (100%), SARL Sogeduparc (100%), SARL Sogelieutaud (100%),               Loing (99%), Sardonix (99%).
    SARL Sogebezons (100%), SARL Sogecobins (100%), SARL
    Sogerouet (100%), SARL Sogebriand (100%), SARL Sogecolbert              GreenYellow Group
    (100%), SARL Soge Vergniaud (100%), SARL bhd (100%), SARL
    Faidherbe Distribution (100%), SARL Châteaudun Distribution                     Y                            Y
                                                                            Green Yellow Nîmes (100%), Green Yellow Canet en Roussillon
    (100%), SARL Sup de Valles (100%), SAS Jof Distribution (100%),                          Y
                                                                            (100%), Green Yellow Effenergie Réunion 2 (99.75%), Green
    SAS Sogereims (100%), SAS FID’L (100%), SAS Distrimitry II              Y                                              Y
                                                                            Yellow Effernie Réunion 3 (99.69%), Green Yellow Effenergie
    (100%), SAS SES Beauregard (100%), SAS SGR (100%), SARL                 Réunion 4 (99.01%), HECP 15 (94%), HECP 16 (94%), HECP 3C
    Chateney Distribution (100%), SARL Superétoile (100%), SARL                             Y
                                                                            (15%), Green Yellow Participations 11 (100%), Green YellowY
    Distrijolie (100%), SAS Eleudis (100%), SAS Sogecarnot (100%),                                          Y
                                                                            Participations 12 (100%), Green Yellow Participations 15 (100%),
    SAS SO.DI.CO (100%), SAS F.L.O. Distribution (100%), SARL                       Y                                         Y
                                                                            Green Yellow Participations 16 (100%), Green Yellow Castres
    Sodiasnes (100%), SAS Sopamac (100%), SAS Senap (100%),                                 Y
                                                                            (100%), Green Yellow Hyères Sup (100%).




    26 / CASINO GROUP   REGISTRATION DOCUMENT 2012
Presentation
of the Casino Group
                         MANAGEMENT
                         REPORT
                                           Consolidated
                                           financial statements
                                                                      Parent company
                                                                      financial statements
                                                                                             Corporate
                                                                                             governance
                                                                                                             General
                                                                                                             Meeting
                                                                                                                             Additional
                                                                                                                             information

                                                                                                     2.3. Subsidiaries and associates
                                                                                                                                               2
2.3.3. SIMPLIFIED ORGANISATION CHART (AT 31 DECEMBER 2012)
 Company                                      Business                                                                         % interest
 EUROPE
 FRANCE
 Distribution Casino France Group
                                              Retailing (management of hypermarkets, supermarkets
 Distribution Casino France                   and convenience stores in mainland France)                                              100
 Floréal                                      Service stations                                                                        100
 Casino Carburants                            Service stations                                                                        100
 Casino Vacances                              Catalogue-based travel sales                                                            100
 Serca                                        After-sales service                                                                     100
 Club Avantages                               Loyalty programme management                                                            100
 Franprix-Leader Price Holding sub-group
 (formerly Asinco)                            Holding company                                                                         100
      Franprix Holding                        Retailing                                                                               100
      Leader Price Holding                    Retailing                                                                               100
      Franprix Exploitation                   Retailing                                                                               100
      Sofigep                                 Retailing                                                                               100
      Leadis Holding                          Retailing                                                                               100
      Lannilis Distribution                   Retailing                                                                               100
      H2A                                     Retailing                                                                               100
      Figeac                                  Retailing                                                                                84
      Cogefisd                                Retailing                                                                                84
      Taleb Group Holding                     Retailing                                                                                60
      Sodigestion                             Retailing                                                                                60
      Addy Participation                      Retailing                                                                                51
      Cofilead                                Retailing                                                                                60
      Volta 10                                Retailing                                                                                51
      Taskco                                  Retailing                                                                                51
                                              Retailing (management of hypermarkets and supermarkets
 Codim 2 Group                                in Corsica through several subsidiaries)                                                100
 Monoprix Group
 Monoprix                                     City-centre retailing                                                                    50
 Casino Restauration Group
 Casino Restauration                          Foodservice                                                                             100
 Restauration Collective Casino – R2C         Foodservice                                                                             100
 Villa Plancha                                Foodservice                                                                             100
 Casino Entreprise Group
 Casino Entreprise                            Holding company                                                                         100
 Cdiscount                                    e-commerce                                                                              100
 L’Immobilière Groupe Casino Group
 L’Immobilière Groupe Casino                  Real estate                                                                             100
      Sudéco                                  Shopping arcade management                                                              100
      Uranie                                  Real estate                                                                             100
      La Forézienne de Participations         Holding company                                                                         100
      Mercialys                               Real estate (listed company)                                                             40
      IGC Services                            Provision of administrative services                                                    100




                                                                                              REGISTRATION DOCUMENT 2012 / CASINO GROUP / 27
2   Presentation
    of the Casino Group
                            MANAGEMENT
                            REPORT

    2.3. Subsidiaries and associates
                                                Consolidated
                                                financial statements
                                                                             Parent company
                                                                             financial statements
                                                                                                    Corporate
                                                                                                    governance
                                                                                                                   General
                                                                                                                   Meeting
                                                                                                                                Additional
                                                                                                                                information




     Company                                         Business                                                                     % interest
     Plouescadis Group
     Plouescadis                                     Real estate holding company                                                         100
            Onagan Promotion                         Property development                                                                100
            Alcudia Promotion                        Property development                                                                100
            IGC Promotion                            Property development                                                                100
     SAS La Grande Colline                           Property development                                                                100
     Other
     Easydis                                         Logistics services                                                                  100
     EMC Distribution                                Central purchasing agency                                                           100
     Comacas                                         Store deliveries                                                                    100
     Distridyn                                       Fuel deliveries                                                                      50
     Banque du Groupe Casino                         Consumer finance (in partnership with Cofinoga)                                      50
     Casino Services                                 Provision of legal, accounting and financial services to Group companies            100
     Casino Information Technology                   Information systems management                                                      100
          Y
     GreenYellow (formerly Ksilicium)                Energy generation holding company                                                   100
     Casino Développement                            Retail property feasibility studies                                                 100
     Dunnhumby France                                Marketing analysis                                                                   50
     C’Store                                         Retailing                                                                            50
     POLAND
     Mayland Real Estate S.p.z.o.o                   Real estate                                                                         100
     SWITZERLAND
     IRTS                                            Provision of services                                                               100
     LUXEMBOURG
     Casino Ré SA                                    Reinsurance                                                                         100
     LATIN AMERICA
     ARGENTINA
     Libertad SA                                     Retailing                                                                           100
     BRAZIL
     GPA (Grupo Pão de Açúcar)                       Retailing (listed company)                                                        38.17
     COLOMBIA
     Almacenes Exito S.A.                            Retailing (listed company)                                                        54.77
     VENEZUELA
     Cativen SA                                      Retailing                                                                         19.90
     ASIA
     THAILAND
     Big C Group                                     Retailing                                                                         58.55
     INDIAN OCEAN
                                                     Retailing (hypermarkets and supermarkets in Reunion, Madagascar,
     Vindémia                                        Mayotte, Mauritius and Vietnam).                                                  100.0




    28 / CASINO GROUP   REGISTRATION DOCUMENT 2012
Presentation
of the Casino Group
                        MANAGEMENT
                        REPORT
                                            Consolidated
                                            financial statements
                                                                         Parent company
                                                                         financial statements
                                                                                                 Corporate
                                                                                                 governance
                                                                                                                  General
                                                                                                                  Meeting
                                                                                                                                  Additional
                                                                                                                                  information

                                                                                                          2.3. Subsidiaries and associates
                                                                                                                                                    2
2.3.4. SHAREHOLDER PACTS
The Company is party to several shareholder pacts. Details of               Almacenes Exito (Colombia)
the main pacts are as follows:
                                                                            In July 1999, Casino entered into a strategic development
                                                                            agreement with Almacenes Exito, whereby Casino acquired
Monoprix                                                                    25% of this company’s share capital and became a benchmark
                                                                            strategic partner. In conjunction with the share acquisition, the
On 20 March 2003, Casino and Galeries Lafayette signed an
                                                                            two partners signed a shareholder pact setting out, amongst
agreement providing for the continuation of their partnership in
                                                                            other things, their agreement concerning the management of the
Monoprix SA. The 25-year agreement was disclosed to the French
                                                                            company. The pact was amended in October 2005, and between
Stock Exchange Authorities (Conseil des marchés financiers,
                                                                            then and 31 December 2006, Casino increased its holding in
CMF notice No. 203C0223). It provides for the delisting of
                                                                            Almacenes to 38.62%.
Monoprix (which took place in 2003) and gives each partner an
equal number of seats on the Monoprix Board of Directors, with                                 ,
                                                                            On 16 January 2007 Casino exercised its right of first refusal over
the Chairman having a casting vote. The chairmanship rotates                shares sold by one of the local partners and became the majority
every three years, after an initial five-year period during which           shareholder on 3 May 2007.
Philippe Houzé, Chairman of Galeries Lafayette, continued to
                                                                            On 17 December 2007, Casino signed a new amendment to the
act as Chairman. Once Casino’s interest in Monoprix has been
                                                                            Exito shareholder pact to reflect the stronger relationship between
raised to 60%, these provisions will lapse. For as long as Galeries
                                                                            Casino, the majority shareholder, and its strategic partners. Under
Lafayette holds at least 40% of Monoprix’s capital, it will have the
                                                                            the new agreements, the partners have given up their put option,
right to veto any rebranding of Monoprix stores, as well as any
                                                                            thereby releasing Casino from its commitment to purchase their
acquisition in excess of €80 million.
                                                                            interests in Exito. In addition, to take account of the new ownership
Casino and Galeries Lafayette have exchanged put and call                   structure, the revised shareholder pact contains new voting rules
options, as described in note 33.2 to the consolidated financial            for appointing directors and for certain other decisions, as well
statements and note  16 to the parent company financial                     as provisions simplifying the rules on selling shares and other
statements.                                                                 customary clauses.
The agreement also provides for the non-transferability of the              As part of a plan to better integrate the Group’s operations in
shares held by each group, a reciprocal pre-emptive right, a joint          South America, Casino sold its majority interests in Grupo Disco
exit right and reciprocal call options in the event of a change of          del Uruguay (GDU) and Devoto to Almacenes Exito S.A. on
control.                                                                    29 June 2011. Almacenes Exito S.A. now has joint control over
                                                                            the Uruguayan operations and has a seat on their boards. In
By amendment dated 22 December 2008, Casino and Galeries
                                                                            December 2011 Almacenes Exito S.A. and Casino exchanged
Lafayette agreed to suspend the exercise of their reciprocal call
                                                                            call and put options on the non-controlling interests in GDU and
and put options on Monoprix shares for three years. Philippe Houzé
                                                                            Devoto, expiring on 31 August 2021, which are themselves subject
had been re-appointed Chairman of the Board of Directors for
                                                                            to a put option granted by Casino to the founding Uruguayan
a term of three years. Galeries Lafayette has a put option on its
                                                                            families, expiring on 21 June 2021 (see section below).
remaining interest and on 7 December 2011 initiated the process
of determining the price of the put, triggering the option exercise
period, and notified Casino of its intention to end their partnership.      Disco Uruguay Group (Uruguay)
On 26 July 2012, Casino and Galeries Lafayette signed a                     In conjunction with Casino’s September 1998 acquisition of a
memorandum of settlement concerning Galeries Lafayette’s                    stake in Grupo Disco del Uruguay, a shareholder pact was signed
sale of its 50% interest to Casino no later than 30 October                 with the founding families. The pact expired in September 2008
2013. The acquisition by Casino should become effective after               and the family shareholders continue to benefit from put options
the decision of the French Competition Authority expected at                granted by Casino, exercisable until 21 June 2021. These put
mid-2013. On 30 November 2012, Monoprix’s Board of Directors                options are described in note 16 to the parent company financial
appointed Jean-Charles Naouri as Chairman and Chief Executive               statements and note 33.2 to the consolidated financial statements.
Officer to replace Philippe Houzé.
                                                                            As described above, Casino sold its majority interests in Grupo
                                                                            Disco del Uruguay (GDU) and Devoto to Almacenes Exito S.A. on
Franprix-Leader Price                                                       29 September 2011, giving Almacenes Exito S.A. joint control.
                                                                            On the terms described above, Casino and Almacenes Exito S.A.
Call and/or put options have been granted on shares in a large
                                                                            exchanged call and put options on the non-controlling interests
number of companies that are not wholly-owned by the Group.
                                                                            in GDU and Devoto held by the Uruguayan founding families.
The options, certain of which are linked with shareholder pacts,
are exercisable for varying periods up to 2043 at a price based on
the operating profits of the companies concerned (see notes 29.4
and 33.2 to the consolidated financial statements).




                                                                                                  REGISTRATION DOCUMENT 2012 / CASINO GROUP / 29
2   Presentation
    of the Casino Group

    2.4. Subsequent events
                            MANAGEMENT
                            REPORT
                                                Consolidated
                                                financial statements
                                                                            Parent company
                                                                            financial statements
                                                                                                    Corporate
                                                                                                    governance
                                                                                                                      General
                                                                                                                      Meeting
                                                                                                                                     Additional
                                                                                                                                     information




    Grupo Pão de Açúcar (GPA)                                                  In accordance with the shareholder pact between Casino and the
                                                                               Diniz family, Abilio Diniz remains Chairman of GPA.
    Since the May 2005 and November 2006 revisions to their
    partnership agreements, Casino and the family of Abilio Diniz              In August 2012, the Diniz family exercised their first put option
    have been bound by a shareholder pact giving them joint and                and sold 1,000,000 ordinary Wilkes shares to Casino.
    equal control of their joint controlling holding company Wilkes            Under the shareholder pact, the Diniz family also undertook not
    and of GPA until 2012.                                                     to sell their Wilkes shares before June 2014.
    Under the pact, Casino has exercised its right to take exclusive           After these lock-up periods, each shareholder has a right of first
    control of GPA. Jean-Charles Naouri has therefore been appointed           refusal should the other party wish to sell its shares.
    Chairman of the Wilkes Board of Directors. Casino was also
    entitled to appoint three new directors of GPA and now has a
    majority eight of the fifteen seats on the Board. The Diniz family
    still has three seats and the other four are held by independent
    directors.


    2.3.5. PLEDGED ASSETS

    Assets pledged by the Company or companies in the Group do not represent a material percentage of the Group’s fixed assets
    (€315 million representing 1.2% of non-current assets).


    2.3.6. RELATED-PARTY TRANSACTIONS
    The Company has relations with all its subsidiaries in its day-to-day      The Statutory Auditors’ special report on regulated agreements
    management of the Group. These relations are described on                  signed between the Company and (i) the Chairman and Chief
    page 22.                                                                   Executive Officer, (ii) a director, or (iii) a shareholder owning more
                                                                               than 10% of the Company’s voting rights, or in the case of a
    As a result of the Group’s legal and operational organisation
                                                                               corporate shareholder the company controlling that shareholder,
    structure (see page 25), various Group companies may also have
                                                                               and which were not entered into on arm’s length terms is presented
    business relations or provide services to each other.
                                                                               on page 181.
    The Company also receives advice from its majority shareholder,
                                                                               Details of related-party transactions can be found in note 35 to
    the Rallye Group, through Euris, the ultimate holding company,
                                                                               the consolidated financial statements.
    under a strategic advice and assistance contract signed in 2003.



    2.4. SUBSEQUENT EVENTS

    2.4.1. BOND ISSUE

    On 18 January 2013, the Group issued a new 10-year (2023) bond of €750 million, paying a coupon of 3.31%, under its EMTN
    programme.


    2.4.2. ACQUISITION OF DISTRIBUTION SUD-OUEST

    On 1 February 2013, Franprix-Leader Price signed an agreement to acquire the Distribution Sud-Ouest master franchise covering
    70 stores, of which it owned 49% at 31 December 2012. The acquisition requires approval from the French Competition Authority.




    30 / CASINO GROUP   REGISTRATION DOCUMENT 2012
Presentation
of the Casino Group
                         MANAGEMENT
                         REPORT
                                             Consolidated
                                             financial statements
                                                                         Parent company
                                                                         financial statements
                                                                                                  Corporate
                                                                                                  governance
                                                                                                                   General
                                                                                                                   Meeting
                                                                                                                                   Additional
                                                                                                                                   information

                                                                                                          2.5. Perspectives and Conclusion
                                                                                                                                                     2
2.4.3. ACQUISITION OF 38 FRENCH NORMA STORES
On 1 February 2013, Franprix-Leader Price signed an agreement               is due to be completed on 31 May 2013, once the conditions
with the French Norma group to acquire 38 stores in operation and           precedent have been met.
four planned new stores in south eastern France. The transaction



2.5. PERSPECTIVES AND CONCLUSION
Casino is confident in its ability to increase its activity and             I   France: stabilising or reviving retail
results in 2013.                                                                - price cuts, notably in hypermarkets;
I   Internationally: growth                                                     - cost reductions;
                                                                                - expansion in key formats.
    - growth should continue in 2013, sustained by the emergence of
      numerous middle classes whose purchasing power is growing;            For 2013 therefore, the Group is aiming at:
    - the Group banners, which benefit from a very good price image         I   strong growth in reported sales;
      and are very active in their expansion policy on buoyant formats      I   organic sales and trading profit growth;
      and commercial real estate, should then see a continued
                                                                            I   maintaining a solid financial structure with a Net Financial Debt/
      increase in activity and results.
                                                                                EBITDA below 2x.



2.6. SHARE CAPITAL AND SHARE OWNERSHIP

2.6.1. SHARE CAPITAL
As of 31 December 2012, the share capital amounted to €172,391,581.08 divided into 112,674,236 shares each with a par value
of €1.53.
As of 31 January 2013, the share capital amounted to €172,395,507.06 divided into 112,676,802 shares each with a par value of €1.53.


2.6.2. TREASURY SHARES – AUTHORISATION TO TRADE IN COMPANY SHARES
On 11 May 2012, the shareholders authorised the Board of                    I   to implement any other market practices authorised in the
Directors to purchase shares of the Company in accordance                                                                        t
                                                                                future by the French securities regulator (Autorité des marchés
with the provisions of Articles L. 225-209 et seq. of the French                financiers) and, generally, to carry out any transaction allowed
Commercial Code (Code de commerce) notably for the following                    under current legislation.
purposes:                                                                   The shares may be purchased, sold, transferred or exchanged by
I   to maintain a liquid market in the Company’s shares through             any method, including through block trades or other transactions
    market-making transactions carried out by an independent                carried out on the regulated market or over-the counter. The
    investment services provider acting in the name and on behalf           authorised methods include the use of any derivative financial
    of the Company under a liquidity contract that complies with            instruments traded on the regulated market or over-the-counter
    a code of ethics approved by the French securities regulator            and of option strategies, on the basis authorised by the competent
    (Autorité des marchés financiers);                                      securities regulators, provided that the use of such instruments
                                                                            does not significantly increase the shares’ volatility. The shares may
I   to allocate shares (i) on exercise of stock options granted by the
                                                                            also be used for stock lending transactions in accordance with
    Company pursuant to Articles L. 225-177 et seq. of the French
                                                                            Articles L. 211-22 et seq. of the French Monetary and Financial
    Commercial Code (Code de commerce), (ii) under an employee
                                                                            Code (Code monétaire et financier).
    stock ownership plan governed by Articles L. 3332-1 et seq. of
    the French Labour Code (Code du travail) or (iii) in connection         The maximum authorised purchase price is €100 per share.
    with share grants governed by Articles L. 225-197-1 et seq. of
                                                                            The use of this authorisation may not have the effect of increasing
    the French Commercial Code (Code de commerce);
                                                                            the number of shares held in treasury to more than 10% of the
I   to allot shares upon exercise of rights attached to securities          total number of shares outstanding. When shares are purchased
    redeemable, convertible, exchangeable or otherwise exercisable          under a liquidity contract, the number of shares taken into account
    for shares;                                                             to calculate the 10% limit is the number of shares purchased less
I   to keep shares for subsequent delivery in payment or exchange           the number of shares sold under the liquidity contract throughout
    for shares of another company in accordance with market                 the term of the authorisation.
    practices approved by the French securities regulator (Autorité
                                                                            The Company may continue its share buyback programme even
    des marchés financiers);
                                                                            in the event of a public offer for the Company’s shares or other
I   to cancel shares, in order to increase earnings per share;              securities or a public offer initiated by the Company.

                                                                                                    REGISTRATION DOCUMENT 2012 / CASINO GROUP / 31
2   Presentation
    of the Casino Group
                            MANAGEMENT
                            REPORT

    2.6. Share capital and share ownership
                                                Consolidated
                                                financial statements
                                                                          Parent company
                                                                          financial statements
                                                                                                  Corporate
                                                                                                  governance
                                                                                                                   General
                                                                                                                   Meeting
                                                                                                                                  Additional
                                                                                                                                  information




    Transactions carried out in 2012                                          CALL OPTIONS TO COVER OPTIONS
    and until 31 January 2013                                                 TO PURCHASE EXISTING SHARES
                                                                              OF CASINO STOCK
    LIQUIDITY CONTRACT
    In February 2005, Casino mandated Rothschild & Cie Banque to
                                                                              Call options
    implement a liquidity contract to ensure a wide market and regular        In 2007, to cover the stock option plan granted on 13 April 2007,
    quotations for its shares. The contract complies with the Code            Casino purchased call options on ordinary shares with the same
    of Conduct of the Association française des marchés financiers            attributes (number, price and final exercise date) as the stock
    (AMAFI) approved by the French securities regulator (Autorité             options granted to employees and officers under the plans. In
    des marchés financiers) on 1 October 2008. Casino allocated               2009, the number and exercise price of the calls outstanding
    700,000 ordinary shares and the sum of €40 million to the liquidity       were adjusted pursuant to the payment of a part of Casino’s 2008
    account. A total of 759,069 shares were purchased in 2012 at              dividend in Mercialys shares.
    an average price per share of €68.38, and 759,069 shares were
    sold at an average price of €68.39. At 31 December 2012, the              In 2012, no calls were purchased, no calls were exercised and
    liquidity account held no shares and €84.7 million.                       5,020 calls were cancelled after a corresponding number of stock
                                                                              options were cancelled when the grantees left the company.
    From 1 January to 31 January 2013, a total of 161,785 shares              Premiums received totalled €11,354.25. 199,572 calls lapsed
    were purchased at an average price per share of €72.11, and               during the year without being exercised.
    141,785 shares were sold at an average price of €72.24. At
    31 January 2013, the liquidity account held 20,000 shares and             At 31 December 2012, there were no calls outstanding.
    €83.4 million.

    The following table shows the attributes of the call options purchased as well as transactions carried out during 2012:


                                   Calls                          2012 transactions                                       Calls
                           outstanding                                                                           outstanding at      Adjusted
                           at 1 January            Calls           Calls                                Calls     31 December        exercise
     Expiry date                   2012        cancelled       exercised        Calls lapsed        adjusted              2012          price
     12 Oct. 2012              204,592               5,020                -         199,572                  -               0         €71.73
     TOTAL                      204,592              5,020                -          199,572                 -               0


    OTHER STOCK TRANSACTIONS                                                  505,993 shares were cancelled in the 24 months from 1 February
                                                                              2011 to 31 January 2013.
    In 2012, to cover any share and stock options grants, the
    Company purchased 78,149 shares at an average price of €68.08             No other treasury share transactions were carried out between
    through an investment services provider acting on behalf of the           1 January and 31 January 2013.
    Company on an arm’s length basis.

    SUMMARY OF STOCK TRANSACTIONS
    The table below shows details of treasury shares bought and sold between 1 January and 31 December 2012, and between 1 January
    and 31 January 2013, together with the number of treasury shares held by the Company:

                                                                                                                  % of capital represented by
                                                                                        Number of shares          total number of shares held
     Number of shares held at 31 December 2011                                                         30                                       0
     Number of shares purchased under a liquidity contract                                        759,069
     Number of shares sold under a liquidity contract                                            (759,069)
     Shares purchased                                                                              78,149
     Shares sold                                                                                        0
     Shares cancelled                                                                                   0
     Shares granted                                                                               (13,338)
     Number of shares held at 31 December 2012                                                     64,841                                 0.06
     Number of shares purchased under the liquidity contract                                      161,785
     Number of shares sold under the liquidity contract                                          (141,785)
     NUMBER OF SHARES HELD AT 31 JANUARY 2013                                                      84,841                                 0.07




    32 / CASINO GROUP   REGISTRATION DOCUMENT 2012
Presentation
of the Casino Group
                         MANAGEMENT
                         REPORT
                                             Consolidated
                                             financial statements
                                                                         Parent company
                                                                         financial statements
                                                                                                  Corporate
                                                                                                  governance
                                                                                                                   General
                                                                                                                   Meeting
                                                                                                                                  Additional
                                                                                                                                  information

                                                                                                  2.6. Share capital and share ownership
                                                                                                                                                     2
At the year-end, the Company owned 64,841 shares (purchase                  I   to implement any other market practices authorised in the
cost: €4.4 million) with a par value of €1.53. Based on closing                                                                  t
                                                                                future by the French securities regulator (Autorité des marchés
prices at 31 December 2012 (€72.10), their market value totalled                financiers) and, generally, to carry out any transaction allowed
€4.7 million.                                                                   under current legislation.
At 31 January 2013, the Company owned 84,841 shares (purchase               The shares may be purchased, sold, transferred or exchanged by
cost: €5.9 million) with a par value of €1.53. Based on closing             any method, including through block trades or other transactions
prices at 31 January 2013 (€72.15), their market value totalled             carried out on the regulated market or over-the counter. The
€6.1 million.                                                               authorised methods include the use of any derivative financial
                                                                            instruments traded on the regulated market or over-the-counter
On 31 December 2012, Germinal SNC, an indirectly wholly-owned               and of option strategies, on the basis authorised by the competent
subsidiary, held 928 ordinary shares.                                       securities regulators, provided that the use of such instruments
At the Annual General Meeting of 22 April 2013, shareholders will           does not significantly increase the shares’ volatility. The shares may
be asked to renew the authorisation for the Board of Directors              also be used for stock lending transactions in accordance with
to purchase Company shares pursuant to Article L. 225-209 of                Articles L. 211-22 et seq. of the French Monetary and Financial
the French Commercial Code (Code de commerce), notably for                  Code (Code monétaire et financier).
the following purposes:                                                     The maximum authorised purchase price will be €100 per ordinary
I   to maintain a liquid market in the Company’s shares through             share.
    market-making transactions carried out by an independent                The use of this authorisation may not have the effect of increasing
    investment services provider acting in the name and on behalf           the number of shares held in treasury to more than 10% of the total
    of the Company under a liquidity contract that complies with            number of shares outstanding. Based on the number of shares
    a code of ethics approved by the French securities regulator            outstanding on 31 January 2013, less the 85,769 shares held in
    (Autorité des marchés financiers);                                      treasury at that date, and assuming that the shares held in treasury
I   to allocate shares (i) on exercise of stock options granted by the      are not cancelled or sold, the maximum limit is 11,181,911 shares.
    Company pursuant to Articles L. 225-177 et seq. of the French           The maximum amount that may be invested in the share buyback
    Commercial Code (Code de commerce), (ii) under an employee              programme is therefore €1,118.19 million. When shares are
    stock ownership plan governed by Articles L. 3332-1 et seq. of          purchased under a liquidity contract, the number of shares taken
    the French Labour Code (Code du travail) or (iii) in connection         into account to calculate the 10% limit is the number of shares
    with share grants governed by Articles L. 225-197-1 et seq. of          purchased less the number of shares sold under the liquidity
    the French Commercial Code (Code de commerce);                          contract throughout the term of the authorisation.
I   to allot shares upon exercise of rights attached to securities          This authorisation will be valid for a period of 18 months.
    redeemable, convertible, exchangeable or otherwise exercisable
    for shares;                                                             The Company may use this resolution and continue its share
                                                                            buyback programme even in the event of a public offer for the
I   to keep shares for subsequent delivery in payment or exchange
                                                                            Company’s shares or other securities or a public offer initiated
    for shares of another company in accordance with market
                                                                            by the Company.
    practices approved by the French securities regulator (Autorité
    des marchés financiers);                                                At the Annual General Meeting of 14 April 2011, the shareholders
I   to cancel shares, in order to increase earnings per share;              renewed their authorisation for the Board of Directors to reduce
                                                                            the share capital by cancelling treasury shares for a period of
                                                                            26 months until 13 June 2013.




                                                                                                   REGISTRATION DOCUMENT 2012 / CASINO GROUP / 33
2   Presentation
    of the Casino Group
                                 MANAGEMENT
                                 REPORT

    2.6. Share capital and share ownership
                                                          Consolidated
                                                          financial statements
                                                                                         Parent company
                                                                                         financial statements
                                                                                                                        Corporate
                                                                                                                        governance
                                                                                                                                             General
                                                                                                                                             Meeting
                                                                                                                                                                 Additional
                                                                                                                                                                 information




    2.6.3. SHARE CAPITAL AUTHORISED BUT NOT YET ISSUED
    At their Annual General Meeting of 14 April 2011, the shareholders                         its financial position, as well as to make share grants to Group
    granted the Board of Directors various authorisations to increase                          employees and officers. These authorisations are summarised
    the share capital for the purpose of raising funds in the market,                          in the table below:
    if necessary, to finance the Group’s future growth and improve


                                                                                                               T
                                                                                                               Terms and Date of
     Transactions
     T                                                                        Maximum amount                                            T
                                                                                                               conditions authorisation Term                     Expiry
     Capital increase by issuing shares or securities
     carrying rights to new or existing shares of the
     Company or existing shares of any company in which
     it directly or indirectly owns more than 50% of the
     share capital or to debt securities, with pre-emptive
     rights in the case of new share issues                                   €80 million(1)(2)                with PE(*)      14 April 2011 26 months 13 June 2013
     Capital increase by issuing shares or securities
     carrying rights to new or existing shares of the
     Company or existing shares of any company in which
     it directly or indirectly owns more than 50% of the
     share capital or to debt securities, without pre-emptive                                                  without
     rights in the case of new share issues                                   €40 million(1)(2)                PE(*)           14 April 2011 26 months 13 June 2013
     Capital increase by issuing shares or securities
     carrying rights to new or existing shares of the
     Company or existing shares of any company in
     which it directly or indirectly owns more than 50% of
     the share capital or to debt securities by means of
     an offering as referred to in Article L. 411-2-II of the
     French Monetary and Financial Code (Code monétaire
     et financier), without pre-emptive rights in the case of                 10% of the share capital without
     new share issues                                                         a year(1)                PE(*)                   14 April 2011 26 months 13 June 2013
     Capital increase by capitalising reserves, earnings,
     share premiums or other capitalisable sums                               €80 million(1)                   -               14 April 2011 26 months 13 June 2013
     Capital increase by issuing shares or share
     equivalents to pay for contributions in kind made to the                 10% of the share                 without
     Company comprising shares or share equivalents                           capital(1)                       PE(*)           14 April 2011 26 months 13 June 2013
     Capital increase by issuing shares or share
     equivalents in the event of a share exchange offer
     initiated by Casino, Guichard-Perrachon for the shares                                                    without
     of another listed company                                                €80 million(1)(2)                PE(*)           14 April 2011 26 months 13 June 2013
                                                                              4% of the total number
     Capital increase by issuing shares to employees who                      of shares outstanding
     are members of an employee share ownership plan                          on 14 April 2011                 without
     provided by the Company or related companies                             (i.e. 4,427,280 shares)
                                                                              (                                PE(*)           14 April 2011 26 months 13 June 2013
                                                                              2% of the total number
                                                                              of shares outstanding
     Stock option grants to employees and officers of the                     on 14 April 2011                 without
     Company and related companies                                            (i.e. 2,213,640 shares)
                                                                              (                                PE(*)           14 April 2011 26 months 13 June 2013
                                                                              1% of the total number
     Share grants of new or existing ordinary shares to                       of shares outstanding
     employees and officers of the Company and related                        on 14 April 2011                 without
     companies                                                                (
                                                                              (i.e. 1,106,820 shares)          PE(*)           14 April 2011 26 months 13 June 2013
     (*) 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 €80 million,
         adjusted for any redemption premium above par. The aggregate of the debt securities which may be issued, immediately or in the future, pursuant to the above
         authorisations, may not exceed €2 billion or its equivalent value in other currencies or monetary units based on a basket of currencies.
     (2) The amount of debt securities that may be issued, immediately or in the future, pursuant to this authorisation, may not exceed €2 billion or its equivalent value in
         other currencies or monetary units based on a basket of currencies.


    At the Annual General Meeting to be held on 22 April 2013, the shareholders will be asked to renew all these authorisations (see
    section 6 – General Meeting)




    34 / CASINO GROUP      REGISTRATION DOCUMENT 2012
Presentation
of the Casino Group
                           MANAGEMENT
                           REPORT
                                                   Consolidated
                                                   financial statements
                                                                                 Parent company
                                                                                 financial statements
                                                                                                              Corporate
                                                                                                              governance
                                                                                                                                     General
                                                                                                                                     Meeting
                                                                                                                                                   Additional
                                                                                                                                                   information

                                                                                                               2.6. Share capital and share ownership
                                                                                                                                                                     2
The Board of Directors used these authorisations in 2012 to make stock grants totalling 76,861 shares (see section below entitled
“Stock equivalents”).



2.6.4. STOCK EQUIVALENTS
Options to purchase new shares
Since 1990, the Group has introduced several stock option plans for officers and employees. Details of all stock option plans that
expired in 2012 and those valid at 31 January 2013 are shown below. No executive officers have received stock options.


                                                                                                                                                       Number
                                                                                                                                                     of options
                                                                                                                                        Number     outstanding
                                                                      Original Subscription             Number     Number             of options             at
                         Initial exercise                           number of         price           of options of options           cancelled     31 January
 Grant date              date                   Expiry date          grantees            (€)             granted exercised             or lapsed         2013(1)
 15 Dec. 2006            15 Dec. 2009           14 June 2012                504              69.65         53,708            1,368        52,400                 0
 13 April 2007           13 Oct. 2010           12 Oct. 2012                351              75.75        362,749               0        362,749                 0
 7 Dec. 2007             7 June 2011            6 June 2013                 576              74.98         54,497           21,418             0         33,079
 14 April 2008           14 Oct. 2011           13 Oct. 2013                415              76.72        434,361          193,805             0        240,556
 5 Dec. 2008             5 June 2012            4 June 2014                 633              49.02        109,001           31,744        10,139         67,118
 8 April 2009            8 Oct. 2012            7 Oct. 2014                   33             49.47         37,150            3,750             0         33,400
 4 Dec. 2009             4 June 2013            3 June 2015                 559              57.18         72,603           21,690             0         50,193
 29 April 2010           29 Oct. 2013           28 Oct. 2015                  33             64.87         48,540            3,175             0         45,365
 (1) Number of options granted at inception less those exercised and those cancelled when the grantees left the Company.




                                                                                                                REGISTRATION DOCUMENT 2012 / CASINO GROUP / 35
2   Presentation
    of the Casino Group
                               MANAGEMENT
                               REPORT

    2.6. Share capital and share ownership
                                                       Consolidated
                                                       financial statements
                                                                                    Parent company
                                                                                    financial statements
                                                                                                                 Corporate
                                                                                                                 governance
                                                                                                                                     General
                                                                                                                                     Meeting
                                                                                                                                                        Additional
                                                                                                                                                        information




    Share grants                                                                        granted by the shareholders, share grants may be made to
                                                                                        employees of Casino’s parent companies, particularly when
    Pursuant to the provisions of articles L. 225-197-1 et seq. of the                  they provide strategic and development advice to Casino. In this
    French Commercial Code (Code de commerce), the Company                              context, no Rallye employees received share grants in 2012.
    has made share grants to employees of Group companies.
                                                                                        Details of all share grant plans valid at 31 January 2013 are shown
    Pursuant to the provisions of article L. 225-197-2 of the French                    below. No executive officers have received share grants.
    Commercial Code (Code de commerce) and the authorisation


                                                                                                                           Number of shares granted
                                                                                                                                                     T
                                                                                                                                                     Total adjusted
                                                                                                                                                 number of shares
                                                               Date from which the          Number of                   To the top ten
                                                                                                                        T                                granted at
     Grant date                   V
                                  Vesting date                 shares may be sold           grantees                        grantees(*)          31 January 2013(1)
     29 April 2010                29 April 2013                29 April 2015                             29                      39,556                         43,526(2)
     29 April 2010                29 April 2013                29 April 2015                            882                      45,100                    210,815(3)
     29 April 2010                29 April 2013                29 April 2015                             20                        4,270                         3,900(3)
     29 April 2010                29 April 2013                29 April 2015                             68                        7,060                        11,945(3)
     3 Dec. 2010                  3 Dec. 2013                  3 Dec. 2015                              469                        8,120                        13,835(2)
     15 April 2011                15 April 2013                15 April 2015                             10                      39,102                         38,332(2)
     15 April 2011                15 April 2013                15 April 2015                             10                      28,646                         28,646(3)
     15 April 2011                15 April 2014                15 April 2016                             32                      34,423                         40,963(2)
     15 April 2011                15 April 2014                15 April 2016                            899                      38,300                    196,729(3)
     15 April 2011                15 April 2014                15 April 2016                             52                        3,190                         6,820(3)
     15 April 2011                15 April 2016                15 April 2016                               3                       1,620                         1,620(3)
     15 April 2011                15 April 2016                15 April 2016                             13                        6,065                         5,800(3)
     15 April 2011                15 April 2016                15 April 2016                             22                        4,360                         4,255(3)
     15 April 2011                15 April 2016                15 April 2016                               2                         600                           600(3)
     15 April 2011                15 April 2014                15 April 2016                             11                        3,400                         2,350(3)
     15 April 2011                15 April 2016                15 April 2016                               5                       1,765                         1,765(3)
     15 April 2011                15 April 2016                15 April 2016                               2                         380                           380(3)
     15 April 2011                15 April 2016                15 April 2016                             40                        5,410                         9,665(3)
     21 October 2011              21 October 2014              21 October 2016                             3                       3,742                         3,742(2)
     21 October 2011              21 October 2013              21 October 2015                             4                     26,931                         26,931(2)
     21 October 2011              21 October 2014              21 October 2016                             2                         400                           400(3)
     21 October 2011              21 October 2014              21 October 2016                             1                       3,800                         3,800(3)
     2 December 2011              2 December 2014              2 December 2016                          632                      10,570                         21,558(2)
     29 March 2012                29 March 2015                29 March 2017                               2                       6,422                         6,422(2)
     11 May 2012                  11 May 2014                  11 May 2016                                 2                     17,859                         17,859(2)
     19 October 2012              19 October 2015              19 October 2017                           36                      11,350                         11,350(3)
     19 October 2012              19 October 2014              19 October 2016                           31                      41,200                         41,200(2)
     (*) At inception.
     (1) Number of options granted at inception less those cancelled when the grantees left the Company or on failure to meet performance conditions.
     (2) The share grants are contingent only upon the grantees remaining with the Company until the vesting date.
     (3) The share grants are contingent upon the grantees remaining with the Company until the vesting date and upon achievement of a performance condition.
         Performance conditions mainly involve organic sales growth and trading profit levels.




    36 / CASINO GROUP     REGISTRATION DOCUMENT 2012
Presentation
of the Casino Group
                           MANAGEMENT
                           REPORT
                                                   Consolidated
                                                   financial statements
                                                                                 Parent company
                                                                                 financial statements
                                                                                                                  Corporate
                                                                                                                  governance
                                                                                                                                  General
                                                                                                                                  Meeting
                                                                                                                                                  Additional
                                                                                                                                                  information

                                                                                                                  2.6. Share capital and share ownership
                                                                                                                                                                    2
The following table shows the number of shares that have vested under the share grant plans of 4 December 2009 and 22 October
2010:


 Grant date                             V
                                        Vesting date                                          Number of shares vested                          Type of shares
                                                                                                                                               T
                                                              (1)
 4 December 2009                        4 December 2012                                                               11,718                   Existing shares
 22 October 2010                        22 October 2012                                                                2,062                   Existing shares
 (1) The share grants were contingent only upon the grantees remaining with the Company until the vesting date.



2.6.5. POTENTIAL NUMBER OF SHARES

The potential number of shares at 31 January 2013 is as follows:


 Number of shares at 31 January 2013                                                                                                              112,676,802
 Stock options                                                                                                                                        470,431
 Share grants                                                                                                                                         755,508
 TOTAL NUMBER OF POTENTIAL SHARES                                                                                                                 113,902,741


The number of shares could therefore be increased by 1.09%, representing 1.08% potential dilution of the existing share base.




                                                                                                                   REGISTRATION DOCUMENT 2012 / CASINO GROUP / 37
2   Presentation
    of the Casino Group
                                MANAGEMENT
                                REPORT

    2.6. Share capital and share ownership
                                                         Consolidated
                                                         financial statements
                                                                                          Parent company
                                                                                          financial statements
                                                                                                                        Corporate
                                                                                                                        governance
                                                                                                                                       General
                                                                                                                                       Meeting
                                                                                                                                                        Additional
                                                                                                                                                        information




    2.6.6. CHANGE IN SHARE CAPITAL OVER THE LAST FIVE YEARS
                                                                          Increase/(decrease)                   Share
                                        Number of shares                    in share capital                    capital
                                        issued/cancelled                                (€)                       (€)           T
                                                                                                                                Total number of shares in issue
     From 1 January 2007
     to 29 February 2012               Ordinary       Preferred         Par value               Premium                        Ordinary     Preferred          T
                                                                                                                                                               Total
     2008 Stock options                  278,222                  -    425,679.66         16,744,735.28      171,964,187.82    97,270,638   15,124,256 112,394,894
             Absorption of
             subsidiaries                      42                 -             64.26             3,005.15   171,964,252.08    97,270,680   15,124,256 112,394,936
             Cancellation of
             preferred stock                     -      (534,787)     (818,224.11) (23,163,161.80)           171,146,027.97    97,270,680   14,589,469 111,860,149
             Cancellation of
             ordinary shares            (301,489)                 -   (461,278.17) (20,984,265.02)           170,684,749.80    96,969,191   14,589,469 111,558,660
             Creation of Emily 2
             employee share
             ownership plan              800,000                  -   1,224,000.00        35,720,000.00      171,908,749.80    97,769,191   14,589,469 112,358,660
     2009 Share grants                     77,169                 -     118,068.57            (118,068.57)   172,026,818.37    97,846,360   14,589,469 112,435,829
             Conversion of
             preferred non-voting
             shares into ordinary
             shares(1)                12,505,254 (14,589,469) (3,188,848.95)                  3,188,848.95   168,837,969.42   110,351,614           - 110,351,614
             Stock options                  9,373                 -      14,340.69             529,881.24    168,852,310.11   110,360,987           - 110,360,987
     2010 Stock options                  281,725                  -    431,039.25         15,892,922.48      169,283,349.36   110,642,712           - 110,642,712
             Absorption of a
             subsidiary                        46                 -             70.38             1,948.34   169,283,419.74   110,642,758           - 110,642,758
             Share grants                  51,550                 -      78,871.50             (78,871.50)   169,362,291.24   110,694,308           - 110,694,308
             Cancellation of
             shares                      (25,445)                 -     (38,930.85)       (1,698,089.04)     169,323,360.39   110,668,863           - 110,668,863
     2011 Stock options                  105,332                  -     161,157.96            5,941,798.41   169,484,518.35   110,774,195           - 110,774,195
             Share grants                378,450                  -     579,028.50            (579,028.50)   170,063,546.85   111,152,645           - 111,152,645
             Cancellation of
             shares                     (505,993)                 -   (774,169.29) (35,799,044.60)           169,289,377.56   110,646,652           - 110,646,652
     2012 Stock options                     8,474                 -      12,965.22             421,017.89    169,302,342.78   110,655,126           - 110,655,126
             Stock dividend
             payments                  2,019,110                  -   3,089,238.30 123,751,251.90            172,391,581.08   112,674,236           - 112,674,236
     2013 Stock options                     2,566                 -       3,925.98             121,859.34    172,395,507.06   112,676,802           - 112,676,802
     (1) On the basis of 6 ordinary shares for 7 non-voting preferred shares.



    2.6.7. OWNERSHIP OF SHARE CAPITAL AND VOTING RIGHTS
    At 31 December 2012, a total of 155,904,598 voting rights were                               Taking account of the gain or loss of double voting rights by some
    attached to the 112,608,467 ordinary shares with voting rights                               shareholders since 1 January 2013 and the number of treasury
    in issue. The difference between these two figures is due to the                             shares, a total of 155,581,632 voting rights were attached to
    fact that certain registered shares carry double voting rights (see                          the 112,591,033 ordinary shares with voting rights in issue as of
    “Voting rights” on page 271). It also reflects the fact that Casino                          31 January 2013.
    shares held directly or indirectly by the Company are stripped of
    voting rights.




    38 / CASINO GROUP       REGISTRATION DOCUMENT 2012
Presentation
of the Casino Group
                           MANAGEMENT
                           REPORT
                                                         Consolidated
                                                         financial statements
                                                                                    Parent company
                                                                                    financial statements
                                                                                                                     Corporate
                                                                                                                     governance
                                                                                                                                          General
                                                                                                                                          Meeting
                                                                                                                                                         Additional
                                                                                                                                                         information

                                                                                                                      2.6. Share capital and share ownership
                                                                                                                                                                          2
Casino, Guichard-Perrachon is controlled, directly and indirectly, by Euris. The diagram below shows the Company’s position within
the Group as of 31 January 2013:



                            EURIS   (1)                                    (1) Euris is controlled by Jean-Charles Naouri.

                                                   (2)                     (2) 92.44% of the voting rights.
                                          92.36%

                            FINATIS

                                                   (3)
                                          89.31%                           (3) 93.17% of the voting rights.

                         FONCIÈRE EURIS

                                                   (4)
                                          56.06%                           (4) 71.10% of the voting rights.

                            RALLYE

                                                   (5)
                                          49.03%                           ( 5) Held directly or indirectly, excluding treasury shares,
                                                                                by Rallye and its subsidiaries representing 59.39%
             CASINO, GUICHARD-PERRACHON                                         of voting rights.

          Listed company



The tables below show the ownership of share capital and voting rights as of 31 December 2010, 2011 and 2012, and as of
31 January 2013:


                                                                                                              Shares                           Voting rights(1)
                                                                                                                                               V
 31 December 2010                                                                                   Number                        %          Number                 %
 Public                                                                                         54,908,153                     49.6       60,360,968              37.5
   Registered                                                                                    6,412,420                       5.8       11,865,235               7.4
   Bearer                                                                                        48,495,733                    43.8        48,495,733             30.1
 Rallye Group(2)                                                                                53,653,315                     48.5       97,235,999              60.4
 Employee share ownership plan                                                                   2,099,509                       1.9       3,440,373                2.1
                   (3)
 Treasury stock                                                                                         7,886                    0.0                0               0.0
 TOTAL                                                                                         110,668,863                    100.0       161,037,340             100.0


                                                                                                              Shares                           Voting rights(1)
                                                                                                                                               V
 31 December 2011                                                                                   Number                        %          Number                 %
 Public                                                                                         53,331,883                     48.2       58,667,473              36.6
   Registered                                                                                    6,669,761                       6.0       12,005,351               7.5
   Bearer                                                                                        46,662,122                    42.2        46,662,122             29.1
 Rallye Group(2)                                                                                55,250,595                     49.9       98,060,168              61.2
 Employee share ownership plan                                                                   2,063,216                       1.9       3,385,784                2.1
                   (3)
 Treasury stock                                                                                           958                    0.0                0               0.0
 TOTAL                                                                                         110,646,652                    100.0       160,113,425             100.0


                                                                                                              Shares                           Voting rights(1)
                                                                                                                                               V
 31 December 2012                                                                                   Number                        %          Number                 %
 Public                                                                                         55,376,748                     49.1       60,216,308              38.6
   Registered                                                                                    5,998,774                       5.3       10,838,334               7.0
   Bearer                                                                                        49,377,974                    43.8        49,377,974             31.7
 Rallye Group(2)                                                                                55,250,596                     49.0       92,408,193              59.3
 Employee share ownership plan                                                                   1,981,123                       1.8       3,280,097                2.1
                   (3)
 Treasury stock                                                                                       65,769                     0.1                0               0.0
 TOTAL                                                                                         112,674,236                      100       155,904,598             100.0




                                                                                                                       REGISTRATION DOCUMENT 2012 / CASINO GROUP / 39
2   Presentation
    of the Casino Group
                                     MANAGEMENT
                                     REPORT

    2.6. Share capital and share ownership
                                                             Consolidated
                                                             financial statements
                                                                                              Parent company
                                                                                              financial statements
                                                                                                                                  Corporate
                                                                                                                                  governance
                                                                                                                                               General
                                                                                                                                               Meeting
                                                                                                                                                                Additional
                                                                                                                                                                information




                                                                                                                       Shares                       Voting rights(1)
                                                                                                                                                    V
     31 January 2013                                                                                          Number                       %      Number                     %
     Public                                                                                               55,378,610                    49.1   59,912,638                 38.5
        Registered                                                                                          5,683,851                    5.0    10,217,879                  6.6
        Bearer                                                                                             49,694,759                   44.1    49,694,759                31.9
     Rallye Group(2)                                                                                      55,250,596                    49.0   92,408,193                 59.4
     Employee share ownership plan                                                                          1,961,827                    1.7    3,260,801                   2.1
                           (3)
     Treasury stock                                                                                             85,769                   0.1               0                0.0
     TOTAL                                                                                               112,676,802                     100   155,581,632               100.0
     (1) Rights to vote in Annual General Meetings, which are not the same as the voting rights published under France’s disclosure threshold rules. When the monthly
         disclosures of total voting rights and shares are made, the number of voting rights is calculated, in compliance with Article 223-11 of the AMF’s General Rules and
         Regulations, on the basis of all the shares carrying voting rights, including shares held in treasury, whose voting rights may not be exercised in Annual General
         Meetings.
     (2) At 31 December 2012, Rallye SA held 23.72% of the share capital representing 30.24% of the voting rights directly, and 25.32% of the share capital representing
         29.03% of the voting rights indirectly via four subsidiaries which own over 5% of the share capital and/or voting rights: Cobivia with 8.52% of the share capital and
         9.67% of the voting rights, Alpétrol with 5.93% the share capital and 8.57% of the voting rights, Habitation Moderne de Boulogne with 4.17% of the share capital
         and 5.95% of the voting rights and Matignon Sablons with 6.70% of the share capital and 4.84% voting rights.
     At 31 January 2013, Rallye SA held 23.72% of the share capital representing 30.30% of the voting rights directly, and 25.32% of the share capital representing 29.09%
         of the voting rights indirectly via four subsidiaries which own over 5% of the share capital and/or voting rights: Cobivia with 8.52% of the share capital and 9.69% of
         the voting rights, Alpétrol with 5.93% the share capital and 8.59% of the voting rights, Habitation Moderne de Boulogne with 4.17% of the share capital and 5.97%
         of the voting rights and Matignon Sablons with 6.70% of the share capital and 4.85% of the voting rights.
     (3) Casino held 928 ordinary shares through Germinal SNC, an indirectly wholly-owned subsidiary.


    Through the Group’s employee share ownership plan and its                                      To the best of the Company’s knowledge, no shareholder other
    various mutual funds, Group employees owned 1,981,123 shares                                   than those listed above holds over 5% of the Company’s share
    on 31 December 2012, representing 1.76% of the share capital                                   capital or voting rights.
    and 2.10% of the voting rights.
                                                                                                   Between 1 January 2012 and 31 January 2013, no shareholders
    On 31 December 2012, the Company conducted a survey of                                         disclosed a notifiable interest to the AMF.
    holders of bearer shares. The survey identified 52,486 shareholders
                                                                                                   As of 31 December 2012, 9,438,108 registered shares had
    or nominees, together holding 50,047,798 shares, representing
                                                                                                   been pledged by their holders. The table below shows details
    44.41% of the share capital.
                                                                                                   of Casino shares pledged by the Rallye Group to secure various
    The number of Casino shareholders is estimated at about 57,362                                 credit facilities:
    (source: survey of identifiable holders of bearer shares carried out
    on 31 December 2012, and shareholders’ register).
                                                                                                                            Conditions          Number            % of share
                                                                  Date of initial                                         for release of       of shares             capital
     Beneficiary                                                         pledge                     Expiry date                   pledge         pledged             pledged
                                                                                                                                         (1)
     Rabobank                                                          July 2007                 January 2017                                  2,784,520                  2.47
                                                                                                                                         (1)
     HSBC                                                             June 2012                  January 2016                                  1,887,889                  1.68
     Natixis(2)                                                  February 2010                  February 2017                            (1)
                                                                                                                                               1,439,314                  1.28
                                                                                                                                         (1)
     CIC                                                       December 2011                     January 2017                                   960,502                   0.85
                                                                                                                                         (1)
     Santander                                                         May 2008                       May 2013                                  909,700                   0.81
     Crédit Agricole d’Île-de-France(2)                          February 2009                        July 2017                          (1)
                                                                                                                                                787,264                   0.70
                     (2)                                                                                                                 (1)
     Other banks                                                      June 2008                      June 2017                                  654,343                   0.58
     TOTAL                                                                                                                                     9,423,532                   8.36
     (1) On repayment or maturity of the facility.
     (2) Initial pledge date and expiry date are the earliest and latest respectively for credit facilities currently in place.


    To the best of the Company’s knowledge, there are no shareholder pacts involving the Company’s shares.
    On 31 December 2012, Casino shares held directly by members       the share capital and 59.41% of the voting rights were controlled
    of the Board of Directors represented 0.01% of the share capital  directly or indirectly by these members.
    and voting rights in annual meetings. On the same date, 49.05% of
    the share capital and 59.28% of the voting rights were controlled
    directly or indirectly by these members.
    On 31 January 2013, Casino shares held directly by members of
    the Board of Directors represented 0.01% of the share capital and
    voting rights in annual meetings. On the same date, 49.04% of




    40 / CASINO GROUP            REGISTRATION DOCUMENT 2012
Presentation
of the Casino Group
                           MANAGEMENT
                           REPORT
                                                    Consolidated
                                                    financial statements
                                                                                  Parent company
                                                                                  financial statements
                                                                                                                   Corporate
                                                                                                                   governance
                                                                                                                                    General
                                                                                                                                    Meeting
                                                                                                                                                   Additional
                                                                                                                                                   information

                                                                                                                   2.6. Share capital and share ownership
                                                                                                                                                                     2
The following table presents transactions disclosed to the Company by directors and related parties from 1 January 2012 to 31 January
2013:
                                                                                                Financial            Purchase/                         Amount
 Date                       Shareholder                                                       instrument                  sale       Number                  (€)
                                                                                             Other types
                                                                                              of financial
                            Rallye, company related to Foncière Euris,                        instrument
 10 May 2012                director                                                        (call options)                  Sale    1,158,350     7,320,772.00
 6 June 2012                Sylvia Jay, Director                                                   Shares             Purchase           400         25,944.00
                                                                                                                          Other
                            Rallye, company related to Foncière Euris,                                                  types of
 15 June 2012               director                                                               Shares          transaction(1)   1,158,350    72,767,547.00
                                                                                                                          Other
                            Rallye, company related to Foncière Euris,                                                  types of
 15 June 2012               director                                                               Shares          transaction(2)    548,528     34,458,528.96
                                                                                                                          Other
                            Matignon Sablons, company related to Foncière                                               types of
 15 June 2012               Euris, director                                                        Shares          transaction(2)    141,477      8,887,585.14
                                                                                                                          Other
                            Cobivia, company related to Foncière Euris,                                                 types of
 15 June 2012               director                                                               Shares          transaction(2)    223,972     14,069,921.04
                                                                                                                          Other
                            L’Habitation Moderne de Boulogne, company                                                   types of
 15 June 2012               related to Foncière Euris, director                                    Shares          transaction(2)    109,504      6,879,041.28
                                                                                                                          Other
                            Alpétrol, company related to Foncière Euris,                                                types of
 15 June 2012               director                                                               Shares          transaction(2)    295,750     18,579,015.00
                            Alpétrol, company related to Foncière Euris,
 29 October 2012            director                                                               Shares                   Sale    6,000,000   411,900,000.00
                            Rallye, company related to Foncière Euris,
 29 October 2012            director                                                               Shares             Purchase      6,000,000   411,900,000.00
                            Rallye, company related to Foncière Euris,
 29 October 2012            director                                                               Shares                   Sale    1,477,766   101,448,635.90
                            Matignon Sablons, company related to Foncière
 29 October 2012            Euris, director                                                        Shares             Purchase      1,477,766   101,448,635.90
                                                                                                                          Other
                            Rallye, company related to Foncière Euris,                                                  types of
 6 November 2012            director                                                               Shares          transaction(3)    160,881     10,907,731.80
                                                                                                                          Other
                                                                                                                        types of
 14 December 2012           Foncière Euris, director                                               Shares          transaction(3)    261,091     18,195,431.79
                                                                                             Other types
                                                                                              of financial
                                                                                              instrument
 23 January 2013            Foncière Euris, director                                        (call options)                  Sale     100,000        250,000.00
                                                                                             Other types
                                                                                              of financial
                                                                                              instrument
 23 January 2013            Foncière Euris, director                                        (put options)                   Sale     100,000        130,000.00
 (1) Issuance of Casino shares following the exercise at expiry of call options previously sold;
 (2) Stock dividend option for the 2010 dividend;
 (3) Sale under an equity swap, with Rallye retaining exposure to the stock market performance of Casino shares.




                                                                                                                    REGISTRATION DOCUMENT 2012 / CASINO GROUP / 41
2   Presentation
    of the Casino Group
                            MANAGEMENT
                            REPORT

    2.7. Risk factors and insurance
                                                Consolidated
                                                financial statements
                                                                           Parent company
                                                                           financial statements
                                                                                                     Corporate
                                                                                                     governance
                                                                                                                       General
                                                                                                                       Meeting
                                                                                                                                        Additional
                                                                                                                                        information




    2.7. RISK FACTORS AND INSURANCE

    Risk management is an integral part of the day-to-day operational         The Group has reviewed the main risks that could have a material
    and strategic management of the business and is organised                 impact on its operations, financial position or results. These risks
    at several levels (for further details, see “Chairman’s report on         are described below.
    internal control and risk management” as of page 215 of this
    Registration Document).


    2.7.1. MARKET RISKS
    The Group has set up an organisation to oversee its financial risks       liquid assets to settle its liabilities as they fall due, in either normal
    (liquidity, currency and interest rate risks) and where appropriate       or impaired market conditions.
    manage them on a centralised basis. The Corporate Finance
                                                                              The Group’s cash and cash equivalents present no liquidity or
    Department, which reports to the Group Chief Financial Officer,
                                                                              value risk.
    is responsible for managing these risks and has the necessary
    expertise and tools to fulfil this task. The Corporate Finance            Its loan and bond agreements issues include the customary
    Department operates on the main financial markets according               covenants and default clauses, including pari passu, negative
    to guidelines that guarantee the highest levels of efficiency and         pledge and cross-default clauses.
    security. A regular reporting system has been set up, allowing
                                                                              Casino, Guichard-Perrachon’s bond issues on the euro market and
    Group management to sign off on the policies followed, which
                                                                              its commercial paper programmes do not include any covenants
    are based on strategies approved in advance by management.
                                                                              related to financial ratios.
                                                                              Most of the Group’s other loan agreements contain financial
    Interest rate risk                                                        covenants and mainly concern subsidiaries in France, Brazil and
    Detailed information about interest rate risk is provided in note 32      Thailand.
    to the consolidated financial statements. The Casino Group                In the event of a change of control of Casino, Guichard-Perrachon
    uses various financial instruments to manage interest rate risk,          (within the meaning of article L. 233-3 of the French Commercial
    particularly swaps. These instruments are used solely for hedging                                        ]
                                                                              Code [Code de commerce]), most loan agreements include
    purposes. Details of hedging positions are provided in note 32 to         an option for the lenders, at the discretion of each, to request
    the consolidated financial statements.                                    immediate repayment of all sums due and, where applicable,
                                                                              the cancellation of any credit commitments entered into with
                                                                              the Company.
    Currency risk
                                                                              In addition, some bond issues made by Casino, Guichard-
    Information about currency risk is provided in notes 32 and 32.2.2
                                                                              Perrachon contain an acceleration clause at the investors’
    to the consolidated financial statements. The Casino Group uses
                                                                              discretion should its long-term senior debt rating be downgraded
    various financial instruments to manage currency risks, particularly
                                                                              to non-investment grade due to a change of majority shareholder.
    swaps and forward purchases and sales of foreign currencies.
    These instruments are used solely for hedging purposes.                   The loan agreements do not give the lenders the option to
                                                                              accelerate repayment if the Group’s credit ratings are downgraded.

    Liquidity risk
                                                                              Commodity risk
    The breakdown of debt and confirmed lines of credit by maturity
    and currency is provided in note 32.4 to the consolidated financial       Given the nature of its business, the Company is not exposed to
    statements, together with additional information concerning debt          any material commodity risk.
    covenants which, if breached, would trigger early repayment
    obligations.
                                                                              Equity risk
    The Group’s liquidity position appears to be very satisfactory.
                                                                              Pursuant to the share buyback programme authorised by the
    Upcoming repayments of short-term financial liabilities and
                                                                              shareholders (see “Share capital and share ownership”), the
    seasonal working capital requirements are comfortably covered
                                                                              Company is exposed to a risk related to the value of the treasury
    by cash, cash equivalents and undrawn confirmed bank lines.
                                                                              shares it holds. Sensitivity to a 10% decrease in the Casino
    The Group’s policy is to continuously monitor and forecast its            share price is shown in note 18 to the parent company financial
    liquidity position in order to ensure that it always has sufficient       statements. The Group’s portfolio of marketable securities (see




    42 / CASINO GROUP   REGISTRATION DOCUMENT 2012
Presentation
of the Casino Group
                       MANAGEMENT
                       REPORT
                                           Consolidated
                                           financial statements
                                                                       Parent company
                                                                       financial statements
                                                                                               Corporate
                                                                                               governance
                                                                                                                General
                                                                                                                Meeting
                                                                                                                                Additional
                                                                                                                                information

                                                                                                         2.7. Risk factors and insurance
                                                                                                                                                  2
note 23 to the consolidated financial statements and note 8 to            These risks are measured by a specialist service provider using
the parent company financial statements) consists primarily of            credit-scoring techniques. Further information on credit and
money market mutual funds. The Group’s exposure to risks on               counterparty risk is provided in note 32.3 to the consolidated
this portfolio is low.                                                    financial statements.
                                                                          Part of the Group’s supermarkets and convenience stores are
Credit and counterparty risk                                              operated by affiliates or franchisees. The credit risk relating
                                                                          to these affiliates and franchisees is assessed by the Group
The Group is exposed to customer credit risks through its                 on a case-by-case basis and taken into account in its credit
consumer finance subsidiary, Banque du Groupe Casino.                     management policy, mainly by taking collateral or guarantees.


2.7.2. OPERATIONAL RISKS
Risks related to non-renewal of leases and                                Furthermore, although the Group has a preventive policy
real estate assets                                                        of protecting all its trademarks, it does not believe that an
                                                                          infringement would have a material impact on its operations or
Casino has standard commercial leases on its supermarket and              results.
convenience store premises but has no assurance that they will
be renewed on expiry.
                                                                          Supplier and merchandise management
The owners could have other plans for the premises on expiry of
                                                                          risk
the lease, which could prompt them not to renew the Company’s
lease despite the high amount of compensation for eviction they           The Group is not dependent on any specific supply, manufacturing
would have to pay. However, commercial leases are governed by             or sales contracts. Casino deals with over 30,000 suppliers.
strict legislation as regards term, termination, renewal and rent
                                                                          For example, the Group has its own logistics network in France
indexation, which limits what owners can impose.
                                                                          (approximately 899,000 sq.m. currently spread among 19 sites)
Given the very few disputes caused by non-renewal of commercial           managed by its Easydis subsidiary. The network spans the entire
leases, the risk is not considered to be in any way material.             country and delivers regularly to the Group’s various banners, with
                                                                          the exception of Monoprix and Franprix-Leader Price which have
As regards property development, where the Group is the project
                                                                          their own logistics network.
owner, specifications are drawn up by experts in accordance
with the prevailing regulations and the functional and operational
objectives set for each project.                                          Risks related to private-label goods
More generally, the Group’s real estate portfolio is monitored            As the leading private-label retailer in the market, the Group sells
regularly to ensure its proper use.                                       products under its own brand and can therefore be considered
                                                                          as a producer/manufacturer. It draws up stringent specifications
                                                                          in terms of nutritional quality and quality standards for its product
Risks associated with sales methods                                       ingredients. However, it is nonetheless exposed to a product
The Group’s banners in France have affiliate and franchise                liability risk.
networks. These represented almost 59% of sales outlets at
31 December 2012, corresponding mainly to supermarket
networks (including Leader Price) and convenience store networks.         Information systems risk
The credit risk on these convenience store affiliates and franchises      The Group is increasingly dependent on shared information
is taken into account in the Group’s credit management policy.            systems for the production of costed data used as the basis for
                                                                          operating decisions. Security features are built into systems at the
                                                                          design phase and procedures are in place to constantly monitor
Risks related to trademarks and banners                                   systems security risks.
The Group owns substantially all of its trademarks and is not
                                                                          However, an information systems failure would not have any
dependent on any specific patents or licences, except for the
                                                                          material or prolonged impact on the Company’s operations or
Spar trademark which is licensed to the Group for the French
                                                                          results.
market. The licence was renewed for ten years in 2009.




                                                                                                REGISTRATION DOCUMENT 2012 / CASINO GROUP / 43
2   Presentation
    of the Casino Group
                            MANAGEMENT
                            REPORT

    2.7. Risk factors and insurance
                                                Consolidated
                                                financial statements
                                                                           Parent company
                                                                           financial statements
                                                                                                     Corporate
                                                                                                     governance
                                                                                                                      General
                                                                                                                      Meeting
                                                                                                                                      Additional
                                                                                                                                      information




    Geographical risk                                                         Industrial and environmental risks
    Part of the Group’s business is exposed to risks and uncertainties        In 2002, Casino’s commitment to sustainable development
    arising from trading in countries (in Latin America and Asia,             prompted it to set up a dedicated organisational framework.
    for example) that notably could experience or have recently               In 2009, due to the growing internationalisation of its business,
    experienced periods of economic or political instability. Recent          the Group signed up to the United National Global Compact. A
    events are described in notes 3 and 34 to the consolidated                Group CSR department was set up in 2010 to foster its corporate
    financial statements. In 2012, international operations accounted         social responsibility approach in both its French and international
    for 56.04% of consolidated revenue and 65.8% of consolidated              subsidiaries. CSR officers have been appointed in all subsidiaries
    trading profit.                                                           throughout the world and they meet on a regular basis.
                                                                              Environmental risks and management procedures are described
                                                                              in the Environmental Report provided after in this Registration
                                                                              Document.


    2.7.3. LEGAL RISKS
    Compliance risk                                                           in the dispute between the Casino Group and the Baud family
                                                                              over Franprix and Leader Price dividends and late interest, the
    The Group is mainly subject to regulations governing the                  arbitration board rejected the Baud family’s claim for payment of
    management of facilities open to the public and listed facilities.        Franprix-Leader Price dividends for 2006 and 2007 and additional
    Certain Group businesses are governed by specific regulations,            compensation in respect of their foreign tax position, due to
    and more particularly Casino Vacances (travel agency), Banque             accounting errors and irregularities in the financial statements.
    du Groupe Casino (banking and consumer finance), Sudéco (real             In compliance with the arbitration board’s ruling, in first-half
    estate agency), Floréal and Casino Carburants (service stations),         2011 Casino paid the Baud family €34 million in compensation
    Mercialys (listed REIT-style property company), L’Immobilière             corresponding to Franprix-Leader Price dividends for 2008
                                                  Y
    Groupe Casino (property company) and GreenYellow (photovoltaic            (€28 million) and additional compensation for the Franprix-Leader
    energy production). In addition, administrative consents are              Price shares previously acquired by Casino (€6 million).
    required to open new stores and extend existing ones. International
    subsidiaries may be subject to similar requirements under local           I   As regards Geimex, a company owned on a 50/50 basis by the
    legislation.                                                                  Casino Group and the Baud family that owns the international
                                                                                  rights to the Leader Price brand, the disputes between the
                                                                                  two shareholders mainly concern Casino’s disposal of Leader
    Tax and customs risk                                                          Price Polska in 2006 and the Baud family’s Swiss activities, on
                                                                                  which a ruling was handed down by the arbitration board on
    The Group is subject to periodic tax audits in France and its
                                                                                  23 December 2011. However, commercial and criminal litigation
    various other host countries. Provision is made for all accepted
                                                                                  between the parties is still pending.
    reassessments. Contested reassessments are provided for on a
    case-by-case basis, according to estimates taking into account            I   As regards GPA, in the context of (i) discussions between Abilio
    the risk of an unfavourable outcome.                                          Diniz and the Carrefour group regarding a merger between GPA
                                                                                  and Carrefour’s Brazilian operations and (ii) the financial proposal
                                                                                  presented by Gama, Casino initiated two International Chamber
    Claims and litigation                                                         of Commerce arbitration proceedings against the Diniz group on
                                                                                  30 May and 1 July 2011 respectively to demand that the terms
    In the normal course of its business, the Group is involved in
                                                                                  and conditions of the shareholder pact of 27 November 2006
    various legal or administrative claims and litigation and is subject
                                                                                  be upheld and properly applied and to seek compensation for
    to audits by regulatory authorities. Provisions are set aside to
                                                                                  the damage sustained.
    cover these proceedings when the Group has a legal, contractual
    or constructive obligation towards a third party at the year-end,         The two cases have since been combined into one and the
    it is probable that an outflow of resources embodying economic            appointed arbitration board held its first hearing on 9 May last to
    benefits will be required to settle the obligation, and the amount        establish the timetable for the proceeding and to define the claims/
    of the obligation can be reliably estimated.                              demands of the parties. In appears that the decision will not be
                                                                              handed down before the end of 2013 or early 2014.
    Information on claims and litigation is provided in notes 27 and
                                                                              On 20 December 2012, Abilio Diniz initiated a second arbitration
    34 to the consolidated financial statements.
                                                                              proceeding with respect to performance of the shareholder pact,
    As of the Registration Document filing date, the Company is not           in particular as regards rights within GPA’s Board of Directors.
    and has not been involved in any other governmental, legal or             The proceeding is still in a preliminary phase and the arbitration
    arbitration proceedings (including any such proceedings that are          board has not yet been established.
    pending or threatened of which the Company is aware) during a
                                                                              I   As regards Globex Utilidades SA, in June 2009, GPA, through
    period covering at least the previous 12 months which may have,
                                                                                  one of its subsidiaries, acquired the controlling block in Globex
    or have had in the recent past, material negative effects on the
                                                                                  Utilidades SA, a leading company in the retail market for
    financial position or profitability of the Company and/or the Group.
                                                                                  electronics and home appliances, under the “Ponto Frio” banner.
    However, as noted in the “Shareholder pacts” section of this                  The former majority shareholder (Morzan Empreendimentos)
    document, in its final ruling handed down on 4 February 2011                  initiated an arbitration proceeding with the International Chamber

    44 / CASINO GROUP   REGISTRATION DOCUMENT 2012
Presentation
of the Casino Group
                         MANAGEMENT
                         REPORT
                                             Consolidated
                                             financial statements
                                                                     Parent company
                                                                     financial statements
                                                                                             Corporate
                                                                                             governance
                                                                                                              General
                                                                                                              Meeting
                                                                                                                              Additional
                                                                                                                              information

                                                                                                       2.7. Risk factors and insurance
                                                                                                                                                2
    of Commerce on 30 May 2012 considering that GPA, together           In any event, neither GPA nor its controlling shareholders believe
    with its controlling shareholders, including Wilkes (GPA’s          the claim is founded.
    controlling holding company), as well as Casino, Guichard-
                                                                        In addition, aside from GPA and Wilkes, which are parties to the
    Perrachon and three other sub-holding companies, had failed
                                                                        share sale agreement, none of the other defendants can be bound
    to comply with the terms of the agreement on payment of the
                                                                        by the provisions of the agreement.
    portion payable in GPA shares. Morzan Empreendimentos is
    seeking damages of approximately BRL160 million (around
    €62 million).


2.7.4. INSURANCE – RISK COVERAGE

General policy                                                          major risks such as property damage, business interruption and
                                                                        liability. They are pooled at Group level by all subsidiaries insured
As in previous years, the main objective of the Group’s insurance       under the Group’s global insurance programme.
policy in 2012 was to protect its assets, customers and employees.
                                                                        As well these deductibles, the Group continues to reinsure a
The Insurance Department, which reports to Group Finance, is            portion of its property damage risk through its Luxembourg-based
responsible for:                                                        captive reinsurance company, which is consolidated by the Group
I   managing centralised insurance programmes covering all French       and managed locally in compliance with the regulations. A stop
    operations (including Mercialys, where Casino is the reference      loss policy is taken out to protect the captive reinsurer’s interests
    shareholder);                                                       by capping its commitment and transferring the financial cost to
                                                                        the insurance market above a certain level of claims.
I   identifying and quantifying insurable risks;
                                                                        Deductibles (mainly concerning high-frequency claims) are
I   ensuring that the subsidiaries comply with prevention measures
                                                                        managed and monitored by insurance brokers and overseen
    recommended by insurance company technical departments,
                                                                        (depending on the type and amount of claim) by the Group as
    particularly those related to facilities open to the public;
                                                                        well as the insurers under their contractual policy obligations.
I   implementing and monitoring insurance policies and/or
    self-insurance;                                                     For 2012, including the Brazilian subsidiary, the Group’s insurance
                                                                        budget (premiums and deductibles), excluding group death and
I   overseeing insurance brokers’ claims management.
                                                                        disability plans, totalled an estimated €94 million, representing
The Group is assisted by international brokers specialising in          0.23% of 2012 consolidated net revenue.
major risks and also uses the services of insurers specialising
in industrial risks.                                                    SUMMARY OF INSURANCE COVER
The Insurance Department oversees the local insurance                   The insurance cover described below summarises the main
programmes taken out by foreign subsidiaries where they are             policies valid during 2012 and as of the date of this report. It
not covered by the Group’s global master policies.                      cannot in any way be considered as permanent. It may be changed
                                                                        at any time to take account of changing risks, developments in
                                                                        business operations, the claims environment and the Group’s
Assessment of insurance cover                                           choices to take account of insurance market capacity, available
requirements and related costs                                          cover and rates.

SELF-INSURANCE AND INSURANCE BUDGET                                     Property damage and business interruption
                                                                        This policy is designed to protect the Group’s assets.
continued to self-insure a large proportion of its high-frequency
claims in 2012, mainly but not exclusively for property damage          It is a “named exclusion” policy (i.e. it covers all losses except
and liability.                                                          those explicitly excluded) based on cover available in the insurance
                                                                        market.
In addition to the application of low traditional deductibles,
self-insurance also includes deductibles per claim capped by            Insured risks include but are not limited to fire, explosion, natural
underwriting year. These capped deductibles mainly concern              disasters, subsidence, electrical damage and business interruption.




                                                                                              REGISTRATION DOCUMENT 2012 / CASINO GROUP / 45
2   Presentation
    of the Casino Group
                            MANAGEMENT
                            REPORT

    2.7. Risk factors and insurance
                                                Consolidated
                                                financial statements
                                                                             Parent company
                                                                             financial statements
                                                                                                        Corporate
                                                                                                        governance
                                                                                                                         General
                                                                                                                         Meeting
                                                                                                                                          Additional
                                                                                                                                          information




    The maximum sum insured is €220 million per claim for major                 I   construction insurance (ten-year warranty);
    claims (fire and explosion), including direct damage and business           I   specific liability insurance (building owners’ association or
    interruption. There are certain sub-limits for named risks, including           property manager, travel agency, bank).
    natural events, subsidence and theft. Despite serious fire damage
    to a Bangkok shopping centre in 2010, followed by floods in the             Other insurance
    Var area of France in June 2010 and in Thailand in the last quarter
    of 2011, the Group’s property damage/business interruption policy           The Group has also taken out various other policies given the
    was renewed on normal terms and conditions when it expired on               risks involved, including:
    1 July 2012, with all previously insured risks covered.                     I   a worldwide transport and import policy to cover domestic and
    On the date of this document, no major and/or significant claims                international transport of goods;
    had occurred in 2012 likely to change the terms and conditions              I   a comprehensive contractor liability insurance programme to
    of existing insurance policies, or the total insurance premiums                 cover damage to buildings under construction, redevelopment,
    and/or deductibles currently in place.                                          extension or refurbishment;

                                                                                RISK PREVENTION AND CRISIS MANAGEMENT
    Liability
                                                                                The Group’s risk prevention policy, particularly with regard to
    Liability insurance covers the Group for all losses that might be           property damage, which has been in place for several years
    incurred due to bodily injury, damage to property or consequential          now, is based on:
    loss suffered by third parties caused by the Group’s products sold
                                                                                I   regular audits of high value facilities by the insurers’ technical
    or delivered, technical facilities and equipment, buildings, store
                                                                                    departments, mainly covering hypermarkets, shopping centres
    operations and services rendered.
                                                                                    and warehouses;
    The current policy is also a “named exclusion” policy with a                I   joint monitoring of the audit and prevention reports for each facility
    sub-limit of €75 million for product withdrawal costs and for                   by the technical departments of both the Group and its insurers;
    employer’s liability for occupational accidents and illness.
                                                                                I   monitoring of the protection in place at each facility according
    Most of the Group’s premises are classified as facilities open to the           to need and priorities (e.g. sprinklers, safety and security
    public. Insurance of the related risks requires careful management              installations, etc.);
    given the involvement of third parties.                                     I   monitoring risk mapping, including natural events and SRCC
                                                                                    (strike, riot, civil commotion) risks, both in France and abroad.
    Other insurance required by law                                             The Group has for several years maintained and pursued a
                                                                                preventive approach to product risk upstream of the sales outlets,
    In light of the Group’s business activities, it also has the following      both for private-label and branded goods.
    insurance cover:
                                                                                In the event of a crisis or major claim, the Group also has the
    I   motor insurance;                                                        technical and advisory resources to take swift action as required
    I   damage to works (pre-financing of claims under the ten-year             to protect its people, safeguard its assets and, wherever possible,
        warranty);                                                              ensure continuity of business and customer service.




    46 / CASINO GROUP   REGISTRATION DOCUMENT 2012
Presentation
of the Casino Group
                      MANAGEMENT
                      REPORT
                                        Consolidated
                                        financial statements
                                                                   Parent company
                                                                   financial statements
                                                                                             Corporate
                                                                                             governance
                                                                                                              General
                                                                                                              Meeting

                                       2.8. Environmental and Employment Report – Corporate Social Responsibility (CSR)
                                                                                                                              Additional
                                                                                                                              information
                                                                                                                                                2
2.8. ENVIRONMENTAL AND EMPLOYMENT REPORT – CORPORATE SOCIAL
     RESPONSIBILITY (CSR)

2.8.1. PRESENTATION OF CASINO GROUP’S CSR POLICY
Organisation

In 2002, the Casino Group’s commitment to sustainable                 In order to roll out and provide guidance for its CSR continuous
development prompted it to set up a dedicated organisational          progress programme across all its subsidiaries in France and
framework. In 2009, with the growing internationalisation of          abroad, a Group CSR Department was set up in 2010 with the
its business, the Group signed up to the United Nation Global         aim of accelerating implementation of Casino’s CSR commitments
Compact, giving fresh impetus to its historical approach.             in all its subsidiaries.



        COMMITMENTS                          ORGANISATIONAL FRAMEWORK                                        PERFORMANCE

       Group Ethics Charter                              Executive Committee                                     CSR indicators


  United Nations Global Compact                      CSR Strategy Committee                                  Engagement surveys


         CSR continuous                                                                                    Specific monitoring tools
       progress programme
                                       CSR/Sustainable        Theme-based            “Excellence
                                        Development            committees              Verte”
                                         Committees          Diversity, Health       workshops



                                              Banner departments and support functions


                                                         Network of CSR officers


                                                          Environment experts




The CSR Strategy Committee is made up of seven members,               The following committees assist in deploying the CSR policy:
including three from the Executive Committee. It is tasked with
                                                                      I   Human Resources Steering Committee;
approving the Group’s main CSR priorities with due regard
for the principles of the Global Compact and the scope of the         I   Scientific Committee on Nutrition and Health;
ISO 26000 standard, as well as monitoring their implementation        I   Quality Committee for France;
throughout the Group.                                                 I   Sustainable development and CSR monitoring and coordination
Casino has established a network of CSR officers in each of               committees, set up in France as part of the Merchandise Planning
the French and international subsidiaries. The network is led by          activity, and internationally within Grupo Exito in Colombia, Grupo
the CSR Department and the CSR/sustainable development                    Pão de Açúcar in Brazil and Vindémia in the Indian Ocean region.
committees, which meet regularly. In France, there is also a
network of environmental experts and “diversity” officers.




                                                                                              REGISTRATION DOCUMENT 2012 / CASINO GROUP / 47
2   Presentation
    of the Casino Group
                               MANAGEMENT
                               REPORT
                                                        Consolidated
                                                        financial statements

    2.8. Environmental and Employment Report – Corporate Social Responsibility (CSR)
                                                                                      Parent company
                                                                                      financial statements
                                                                                                                       Corporate
                                                                                                                       governance
                                                                                                                                          General
                                                                                                                                          Meeting
                                                                                                                                                            Additional
                                                                                                                                                            information




    Continuous progress programme
    A core pillar of its CSR policy, the Group’s “CSR Spirit” continuous progress programme covers 16 priorities focusing on five areas
    of responsibility.




               Committed employer                                        Responsible retailer                                       Trusted partner

           Help young people enter the workforce                   Act in the interest of consumers’ health                 Strengthen ethical social compliance

           Promote diversity                                       Encourage environmentally-friendly                       Support local production channels
                                                                   consumption
           Provide growth opportunities for employees                                                                       Promote the CSR initiatives of SMEs




                                        Local Corporate Citizen                              Environmentally-proactive Group


                                     Develop foundation programmes                              Increase energy efficiency

                                     Increase local solidarity actions                          Reduce and recover waste
                                     Promote the revitalisation
                                     of town centres and rural areas                            Promote biodiversity

                                     Develop solidarity partnerships                            Reduce greenhouse gas emissions




    This approach dovetails perfectly with the nine commitments of                         In 2012, Casino introduced a formal dialogue process on the
    the Group’s Ethics Charter, which refers explicitly to the principles                  issue of diversity, with the aim of creating a more structured
    enshrined in the Universal Declaration of Human Rights and                             dialogue and understanding stakeholder expectations. In 2011,
    the fundamental-rights conventions of the International Labour                         GPA conducted a survey of its various stakeholders through a
    Organisation (ILO). Casino Group’s commitments under the charter                       35-point questionnaire, which was sent to customers, suppliers
    include supporting an effective social dialogue based on respect for                   and employees. Grupo Exito took a similar approach in Colombia.
    the staff representative bodies and a constructive social dialogue
                                                                                           The Group takes part in the work of the Global Social Compliance
    (commitment 6), encouraging the professional development of all
                                                                                           Program (GSCP), France’s Initiative Clause Sociale (ICS) and
    employees regardless of their level of training (commitment 5) and
                                                                                           Entreprises pour les Droits de l’Homme, and the ILO’s Global
    promoting dialogue between Group entities and stakeholders in
                                                                                           Business and Disability Network, of which Casino is a founder
    order to “take account of their diverse expectations, needs and
                                                                                           member. It dialogues regularly with socially responsible investment
    lifestyles”.
                                                                                           players such as rating agencies and ethical investment funds.
    The Ethics Charter and endorsement of the United Nations
                                                                                           In France, the Group is a member of various specialist
    Global Compact has reaffirmed the Group’s aim of respecting
                                                                                           associations such as ORSE (Observatory for Corporate Social
    and promoting human rights within all its international subsidiaries
                                                                                           Responsibility), AFOIT (the French Association for the ILO), the
    and suppliers and helping to stamp out all forms of forced or
                                                                                           Parenthood Observatory and the National Network of Enterprises
    compulsory labour and child labour within its areas of influence.
                                                                                           for Equality of Opportunity in Education. It also works alongside
                                                                                           non-governmental environmental associations and agencies such
    Dialogue with stakeholders                                                             as Perifem, Éco-Systèmes, Éco-Emballage, Corepile and Recylum.

    For many years now, the Group has endeavoured to maintain                              The international business units are also building a constructive
    regular, constructive dialogue with local and national stakeholders                    dialogue with numerous stakeholders: GPA in Brazil supports
    in all its host countries. The focus is on open, productive dialogue,                  the work of the AKATU institute, which conducts information
    with a view to developing or jointly establishing projects or                          and engagement initiatives on responsible consumption, whilst
    innovative partnerships. Dialogue takes place by various means                         Libertad works with the CEC (Club de Empresas Comprometidas)
    depending on the stakeholder, both at business unit and Group                          as part of its action in favour of the disabled.
    level.




    48 / CASINO GROUP / REGISTRATION DOCUMENT 2012
Presentation
of the Casino Group
                        MANAGEMENT
                        REPORT
                                           Consolidated
                                           financial statements
                                                                       Parent company
                                                                       financial statements
                                                                                               Corporate
                                                                                               governance
                                                                                                               General
                                                                                                               Meeting

                                         2.8. Environmental and Employment Report – Corporate Social Responsibility (CSR)
                                                                                                                               Additional
                                                                                                                               information
                                                                                                                                                 2
Examples of identified stakeholders:


 Stakeholder                              Key dialogue modes
                                               Internal newsletters, intranets
                                               Counselling and mediation unit
 Employees                                     In-house opinion surveys
                                               Regular dialogue with the staff representative organisations
 Social partners                               Company agreements
                                               Corporate websites
                                               Annual report and Registration Document
 Shareholders, investors and rating            Letter to shareholders, roadshows
 agencies                                      Annual general meeting
                                               Banner and product websites
                                               Social networks
                                               Customer service
 Customers                                     Consumer surveys
                                               Website
                                               Partnerships with schools
 Students and young graduates                  Participation in job fairs
 Suppliers                                     SME Relations Officer in the central purchasing organisation (since 2000), SME forums
 Public and local authorities                  Partnerships with public authorities (ministries and national governmental agencies)
                                               Ongoing dialogue with local, national and international associations (responding to
                                               requests, meetings with NGOs)
 NGOs and associations                         Participation in roundtables


Extra-financial indices                                                   The scope of CSR reporting is the same as the Group’s financial
                                                                          reporting:
Casino Group is part of the FTSE4GOOD, Ethibel and Dow Jones
Substainability Index World and Europe socially responsible               I   The scope “France” is composed of the banners Casino,
investment (SRI) indices. They comprise the best-ranked                       Monoprix, Cdiscount, Franprix, Leader Price and their support
companies on social, environmental and governance criteria. The               activities (logistics, purchasing, human resources etc.).
Group’s initiatives win regular awards. In 2012, Casino won the           I   The scope “Latin America” is composed of the entities Grupo
ESSEC Grand Prize for Responsible Retailing, the Washburne                    Pão de Açúcar – GPA (without Via Varejo), Libertad SA, Grupo
Prize and the Human Capital Trophy for its social innovation policy.          Exito, Disco Devoto.
                                                                          I   The scope “Asia/Indian Ocean” is composed of the entities
Reporting and scope of reporting                                              Big C Thailand, Big C Vietnam and Vindémia (without Mayotte,
                                                                              Mauritius and Madagascar).
The subsidiaries’ key CSR indicators are published each year in           I   The scope “Group” includes the consolidated data.
the social and environmental activity and performance report,
which is available on the Group’s website at www.groupe-casino.fr.
                                                  g p            r        Casino Group operates mainly in France and emerging markets.
GPA and Grupo Exito, both of which have signed up to the Global           Each subsidiary implements local policies and initiatives in
Compact, also publish an annual CSR/Sustainable Development               compliance with the Group’s CSR policies. However, there are
report compliant with the Global Reporting Initiative (GRI) format.       major economic, social and cultural differences between each
The reports are available on their websites at www.gpari.com.br
                                                      gp                  country. These specific features are the reason for substantial
and www.grupoexito.com.co/.
           g p                                                            variances in certain indicators depending on the geographic region
                                                                          of operations. This primarily concerns the following indicators:
Monoprix and Big C Thailand publish CSR data in their reports.            number of hours of absenteeism, number of hours of training and
With the exception of the specifically mentioned cases, the               the number of accidents resulting in medical leave of at least one
social, corporate and environmental data disclosed covers all             day. The definition of certain social indicators may vary based on
activities which fall under the operational control of Casino Group       local regulations or practices. This primarily concerns: the number
or the French or foreign subsidiaries in which the Group holds a          of disabled employees and the number of women in management.
controlling interest.                                                     More information on extra-financial data reporting methods
Data concerning affiliates, franchises and business leases are            is available on Casino Group’s website, under the “Our
not included.                                                                                         p         g    p
                                                                          Commitments” section (http://www.groupe-casino.fr/en/
                                                                                              )
                                                                          our-commitments.html).
Reporting is on a fully consolidated basis (data included at 100%).
                                                                          In addition, Mercialys publishes its own social and environmental
                                                                          report as part of its Registration Document. Data from Mercialys
                                                                          are not included in these pages.




                                                                                                REGISTRATION DOCUMENT 2012 / CASINO GROUP / 49
2   Presentation
    of the Casino Group
                                      MANAGEMENT
                                      REPORT
                                                           Consolidated
                                                           financial statements

    2.8. Environmental and Employment Report – Corporate Social Responsibility (CSR)
                                                                                         Parent company
                                                                                         financial statements
                                                                                                                       Corporate
                                                                                                                       governance
                                                                                                                                            General
                                                                                                                                            Meeting
                                                                                                                                                           Additional
                                                                                                                                                           information




    2.8.2. COMMITTED EMPLOYER
    Principles and general data
    Casino is a major employer in France and in most of the countries where it operates, notably in Brazil and in Colombia, where it is the
    country’s largest private employer. The Group’s total headcount rose by 3.7% in 2012, due to the opening of new stores.


        Employees
        (number on permanent/fixed-term
        contract at 31/12/2012)                                              Group                 France                 Latin America               Asia/Indian Ocean
                (1)(2)
        T
        Total            including:                                        318,599                 73,281                         207,658                       37,660
        Men                                                                112,371                 29,200                          67,481                       15,690
        Women                                                              136,653                 44,081                          72,231                       20,341
        Aged under 30(3)                                                   111,779                 20,106                          71,409                       20,264
        Aged 30 to 50(3)                                                   114,481                 37,810                          61,684                       14,987
                             (3)
        Aged over 50                                                        22,641                 15,242                            6,619                          780
                                                                                                            i
        (1) Latin America scope: except the global headcount at 31 December 2012, the data do not include Viavarejo.
        (2) Asia/ Indian Ocean scope: except the global headcount at 31 December 2012, the data reflect only the activities on Reunion Island.
        (3) Regarding the repartition by age, the data do not include the Cdiscount’s fixed term contracts.



        New hires/terminations(1)                                            Group                 France                 Latin America               Asia/Indian Ocean
        New hires                                                           65,842                   7,620                         51,150                         7,072
        Terminations                                                            246                    104                             142                               0
        (1) Including new hires and terminations of employees on permanent contracts over the period 1 January 2012-31 December 2012.


    The terminations for other reasons in the international subsidiaries                     I   In the international subsidiaries, social dialogue is led by the
    have not been reported this year. They amounted to 3,384 on                                  various human resources departments in line with Group
    the scope France and cover all other terminations due to the                                 principles and tailored to the local environment. In Colombia
    employee’s behaviour, such as walking out, repeated absence,                                 and Brazil, Grupo Exito and GPA have implemented collective
    professional misconduct, incompatibility with superiors, theft,                              bargaining agreements with the trade union organisations
    unfitness for job, etc.                                                                      covering issues related to working practices, compensation,
                                                                                                 etc. Big C Thailand has introduced a procedure for employees to
    The human resources department of each business unit is
                                                                                                 air their views through a dedicated telephone number and e-mail
    responsible for drawing up their policy based on the common
                                                                                                 address, as well as a grievance process. Similar arrangements
    core defined by Group HR, which involves developing a shared
                                                                                                 are in place at Grupo Exito and Libertad.
    economic, social and environmental performance culture, synergies
    and tools to improve people management and respect for the
    identity and culture of the subsidiaries.                                                Combating all forms of discrimination
    Human resources policies are built on the basis of regular dialogue
                                                                                             and promoting diversity
    with the social partners:                                                                Given the diversity of its business activities, employee profiles and
                                                                                             number of employees, Casino has been committed to combating
    I    In France, Casino France dialogues with the four representative
                                                                                             discrimination in all its forms for almost 20 years. The Group
         trade union organisations and with 1,000 staff representative
                                                                                             believes that diversity is a driver of economic performance and
         bodies and 5,500 elected representatives. An agreement
                                                                                             therefore pursues an assertive policy of recruiting a wide variety
         on social dialogue was signed in 2009 and renewed in
                                                                                             of profiles and promoting professional equality at all levels and in
         November 2012 within Casino France. The agreement notably
                                                                                             all processes of the Company.
         sets out the terms and conditions governing social dialogue and
         the career path of staff representatives.                                           The main areas of action are discrimination on the grounds of social
         More than ten agreements and action plans are in place covering                     background, gender, disability, age (young people and seniors),
         disability employment (Monoprix, Casino France), gender equality                    ethnic background, sexual orientation and religion.
         (Casino France, Franprix, Leader Price, Cdiscount), seniors and
         health & safety in the workplace. The agreements are monitored
         and results presented annually to the trade union organisations.




    50 / CASINO GROUP / REGISTRATION DOCUMENT 2012
Presentation
of the Casino Group
                                MANAGEMENT
                                REPORT
                                                  Consolidated
                                                  financial statements
                                                                                 Parent company
                                                                                 financial statements
                                                                                                           Corporate
                                                                                                           governance
                                                                                                                            General
                                                                                                                            Meeting

                                                2.8. Environmental and Employment Report – Corporate Social Responsibility (CSR)
                                                                                                                                            Additional
                                                                                                                                            information
                                                                                                                                                              2
I    In France, the Group has a network of some 50 “diversity”                      Main initiatives in support of disability
     officers who relay its policy. The main banners (Casino, Monoprix,             integration
     Cdiscount, Franprix, Leader Price) have signed the Diversity
     Charter. Casino France, a signatory since 2004, signed a Group                 Each business unit has a policy to support the disabled. The Group
     agreement in 2005 on the promotion of equal opportunities,                     had 5,635 disabled employees in 2012 (fixed and permanent
     non-discrimination and diversity. In 2009, it was the first retail             contracts and internships), an increase of 6% compared with the
     group to obtain the Diversity Label awarded by Afnor Certification             previous year. In 2012, as a founding member, the Group took
     to companies pursuing an exemplary policy. The label was                       part in setting up the ILO’s Global Business and Disability Group,
     renewed in May 2012 for a period of four years. The Group                      a network of companies committed to supporting the disabled.
     believes it important to measure the effectiveness of its actions.             I   In France, the Group’s actions form part of its equal opportunities
     It therefore carried out in 2011 and published in 2012 the results                 and anti-discrimination policy and are enshrined in the
     of its second solicited test, which showed a 19% decrease in                       “Handipacte” programme.
     discrimination risk in the supermarkets, hypermarkets, Casino
                                                                                        Since 1995, Casino France has developed an assertive disability
     warehouses and foodservice businesses compared with the
                                                                                        employment policy and is pursuing its action plan through its fifth
     previous test carried out in 2007 using the same methodology.
                                                                                        agreement with the trade unions covering the period 2011-2013.
I    In International, GPA implemented an internal diversity awareness                  The agreement provides for the hiring of 180 disabled employees
     campaign in 2011 called “A nossa diversidade é do tamnaho do                       and 180 disabled interns. A total of 80 disabled employees and
            ”
     Brasil” and specific programmes on disability (“GPA para todos”),                  65 disabled interns were hired in 2012. The proportion of disabled
     seniors, young people and people with social difficulties. Each                    employees at Casino France was 10.71% in 2011. Monoprix
     year, Grupo Exito rolls out its “Población vulnerable” programme                   has a similar agreement, with a target of hiring 180 disabled
     which aims to help people with corporate integration difficulties.                 employees.
     An average of 366 people are enrolled on the programme each
     year.

                                                                   Group                France(1)           Latin America(2)          Asia/Indian Ocean
    Number of disabled employees at
    31 December 2012 (permanent/fixed-term
    contract, internship)                                           5,635                  4,086                      1,193                          356
    (1) Excluding Franprix, Leader Price.
    (2) Excluding Disco Devoto.




I    In International, all Group subsidiaries have programmes to                        find jobs and young graduates from underprivileged backgrounds
     support the disabled, including making their premises disabled                     to gain access to management positions. Casino has signed an
                                      ”
     friendly (“Población vulnerable” programme at Grupo Exito), and/                   agreement with Pôle Emploi, the French national employment
     or partnerships with specific local institutions (Libertad, Big C,                 agency, and local employment offices “missions locales”,
     Vindémia), or employee information campaigns. Big C Thailand                       undertaking to recruit within a store’s immediate catchment
     was the first retailer in the country to achieve the minimum legal                 area wherever possible and to promote local employment.
     requirement.                                                                       These actions were strengthened in 2012 as part of a national
                                                                                        commitment by companies to hire people from priority areas.
                                                                                        Casino undertook to recruit 850 persons, plus 150 youngsters
Main initiatives to support young people,
                                                                                        on work/study contracts, and to offer 500 internships for the
particularly from disadvantaged                                                         period 2012-2014. The Group has also signed an agreement with
backgrounds                                                                             Acsé (French agency for promoting social cohesion and equal
The Group employed more than 111,800 young people under                                 opportunities) as part of its campaign to recruit 500 youngsters
the age of 30 at 31 December 2012. It implements action plans                           on work/study contracts leading to a food industry qualification.
in favour of young people, particularly those who are poorly                            In addition it strengthened partnerships with the Agence du
qualified or from underprivileged backgrounds, by helping them                          Service Civique (French Civic Service Agency) and the Business
to find jobs. The Group’s community involvement is reflected first                      Network for Equal Opportunities in Education.
and foremost in its policy of employing people locally through                          Casino Group (excluding Monoprix) employed 1,262 young
partnerships and concrete commitments.                                                  people on work/study contracts in December in France. It has
                                                                                        stepped up its “montuteuretmoi.com” mentoring programme
I    In France, the Department responsible for promoting Diversity and
                                                                                        for apprentices and in June organised a day to promote the
     Solidarity pursued its initiatives in line with priorities established in
                                                                                        mentors and apprentices in the Casino banners. Numerous
     the 1993 national partnership agreement with the French Ministry
                                                                                        other recruitment initiatives have been taken on job forums and
     for Urban Development, which was renewed for 2007-2012. The
                                                                                        the Group continued to forge partnerships with schools and
     main aim of this agreement is to help poorly qualified people to
                                                                                        colleges to present its business activities.




                                                                                                            REGISTRATION DOCUMENT 2012 / CASINO GROUP / 51
2   Presentation
    of the Casino Group
                            MANAGEMENT
                            REPORT
                                                Consolidated
                                                financial statements
                                                                           Parent company
                                                                           financial statements

    2.8. Environmental and Employment Report – Corporate Social Responsibility (CSR)
                                                                                                  Corporate
                                                                                                  governance
                                                                                                                 General
                                                                                                                 Meeting
                                                                                                                                Additional
                                                                                                                                information




    I   In International, GPA’s commitment to young people is reflected       Main initiatives in support of seniors
        in several initiatives, including the “First Job” programme,
        which is intended specifically for those aged over 16 with no         In France, the Group, which has 21% of workers aged over
        previous work experience (10,693 youngsters have joined the           50, undertook to hire 500 seniors during the period 2009-2012
        programme) and the “People of the Future” programme for               and more than achieved this target having taken on a total of
        school drop-outs. GPA has also increased its sources of local         529 people. In Brazil, GPA implemented a programme in 2010
        recruitment by forging partnerships with schools or government        to increase the number of seniors it employs. The over fifties
        agencies (NATA programme). It employed 2,090 apprentices              accounted for 4.4% of the total workforce in 2012.
        at end-December 2012. In Argentina, Libertad takes part in
        a programme called “Programa Primer Paso”, in partnership             Main initiatives in favour of gender equality
        with the Cordoba provincial government, which aims to give
        10,000 young people their first work experience. Vindémia             The Group aims to promote gender equality through an active
        also takes initiatives to help young people from underprivileged      policy of internal promotion and external recruitment. The
        neighbourhoods to find jobs.                                          proportion of women managers has increased significantly thanks
                                                                              to action taken since 2005.


                                                               Group               France           Latin America          Asia/Indian Ocean
        % of women managers                                      40%                  39%                      20%                      49%


    In France, agreements on gender equality were negotiated with             Promoting professional and social
    the social partners in 2011 and action plans were implemented at          development
    Casino France, Franprix, Leader Price and Cdiscount. The main
    areas of work covered by the subsidiaries are recruitment, training,      Since its very beginnings, Casino has been committed to the
    compensation, career development, parenthood and making                   professional and social development of its employees, which
    managerial positions more attractive to women. To deploy its              contributes to its operating performance. In order to strengthen
    policy, Group Human Resources, assisted by an external consulting         the Group’s people culture, which contributes to this goal, four
    firm, carried out an in-depth analysis covering Casino France and         core values – entrepreneurial, loyal, demanding and mutually
    Cdiscount in 2010. In addition, a survey among check-out staff            supportive – have been defined and a model to assess managerial
    carried out in 2012 in the Casino supermarkets and hypermarkets           behaviour and attitudes has been deployed to encourage
    and Franprix stores was used as a basis to establish action               professional development and internal mobility. The Group’s
    plans taking account of their expectations as regards working             human resources policy takes into account working hours,
    arrangements, training courses, career development and individual         compensation and training.
    and team reward and recognition of their jobs.
                                                                              WORKING HOURS
    Among actions implemented in 2012, the Group continued to
    support the deployment of the “C’avec elles” managers network,            Working hours comply strictly with the laws applying to each
    which has more than 400 members, and a parenthood guide                   business unit and with local regulations in the countries where
    was drawn up and circulated to Casino France staff to raise the           the Group operates. They range from 35 hours a week in France
    awareness of managers. As a result of measures agreed during              to 48 hours in Colombia. In Vietnam, Big C staff have worked
    the annual pay rounds to ensure equal pay, which involved                 44 hours a week since 2011, compared with a legal maximum
    setting aside an annual budget, no pay variances of more than             of 48 hours. This voluntary reduction in working hours was not
    5% were revealed by the analysis carried out at Casino France.            accompanied by a decrease in salary.
    In International, GPA also takes actions in support of parenthood
    (notably longer maternity leave) and publishes the annual pay
    disparity between men and women by responsibility level.




    52 / CASINO GROUP / REGISTRATION DOCUMENT 2012
Presentation
of the Casino Group
                               MANAGEMENT
                               REPORT
                                                          Consolidated
                                                          financial statements
                                                                                 Parent company
                                                                                 financial statements
                                                                                                          Corporate
                                                                                                          governance
                                                                                                                          General
                                                                                                                          Meeting

                                                     2.8. Environmental and Employment Report – Corporate Social Responsibility (CSR)
                                                                                                                                          Additional
                                                                                                                                          information
                                                                                                                                                            2
Absenteeism, a business management indicator, is monitored in all Group entities.

                                                                         Group          France(1)           Latin America           Asia/Indian Ocean
    Number of hours absence                                        22,502,194       10,895,136                 10,696,045                     911,013
    (1) Excluding Franprix, Leader Price and Cdiscount.


In France, the average proportion of the workforce working part-time is 29%. Casino France has set up arrangements enabling
employees to switch from part-time to full-time work if they wish. A total of 479 people took up this option in 2012.


                                                                         Group            France            Latin America           Asia/Indian Ocean
    % of employees on permanent contracts                                  90%              93%                        93%                        74%

COMPENSATION POLICY                                                                 French subsidiaries and has been adapted to the specific local
                                                                                    environment by Libertad, Big C Vietnam and Grupo Exito. It
The Group’s executive compensation policy is based on
                                                                                    ensures that targets are not achieved at the expense of the
benchmark studies of salaries in the industry carried out by
                                                                                    defined managerial principles and helps to strengthen a people
external consultancy firms, and on the principle of internal fairness.
                                                                                    culture shared by all employees. A skills assessment and career
Industry benchmarking mainly concerns managerial positions
                                                                                    management programme (“ciclo de gente”) covered 95% of store
and arduous jobs and was carried out in Casino France and its
                                                                                    and head office employees at GPA in 2012.
logistics subsidiary in 2012 and in the real estate businesses
in 2011. Big C Thailand, Libertad and Grupo Exito carried out                       The principles of the Group’s executive compensation policy are
similar reviews in 2012.                                                            set out on page 208 to 212 and 219 to 220 of this document.
Compensation policies are managed by the human resources                            Most of the Group’s business units provide their employees with
department of each business unit and are tailored to the specific                   a range of benefits in addition to their salary. These benefits may
features of job type, employee status and local issues.                             include reductions on in-store purchases (Grupo Exito, GPA,
                                                                                    Vindémia, Libertad and Disco Devoto), subsidised mortgages
Annual performance appraisals are carried out to manage
                                                                                    (Grupo Exito’s “Mi casa” plan), or top-up pensions (GPA).
employees’ career development and determine performance-
related compensation. In addition, the Group has implemented
a performance assessment model common to managers of the
                                                                                    VOCATIONAL TRAINING
various subsidiaries. It is structured around a variable component                  Training is one of the key pillars of employee development and
based on Group targets, individual quantitative and qualitative                     employability. In line with Group targets, the business units have
targets and managerial behaviours. This “managerial attitudes                       teams or departments dedicated to certain specific business lines,
and behaviours” assessment model is used in almost all the                          which organise internal training for employees.
                                                                         Group            France            Latin America           Asia/Indian Ocean
    Total number of hours training                                   3,630,955           344,827                2,045,496                   1,240,632




In France, the in-house Campus Casino training centre provides                      I   In International, specialist training departments provide
a broad spectrum of training programmes developed to                                    induction training for new joiners and continuous training for
meet the needs of all of the Group’s business lines. In 2012,                           career development purposes. Big C Vietnam has created its
27,400 employees received some form of training. Two flagship                           own internal training unit for the butchery trade and takes on
programmes have also been developed:                                                    apprentices in other food trades as well as some management
                                                                                        trainees in partnership with local universities. Big C Thailand
I    “10,000 DIF”, a programme to encourage employees to use their
                                                                                        has set up the “Big C Academy”, which provides training in the
     statutory training entitlement (DIF). The Group honoured more
                                                                                        company’s various business activities. Grupo Exito has over
     than 7,200 requests for training in 2011 and c. 7,330 in 2012;
                                                                                        100 training programmes for all employee categories, both in the
I    “Key retailing skills”, the aim of which is to improve the                         stores and at head office. Vindémia takes on apprentices in the
     employability of staff members with gaps in their basic                            food trades in partnership with the chamber of trade in Reunion.
     knowledge: 149 employees are under this programme.
     The Monoprix Academy also offers three training programmes,
     one of which is designed to validate employees’ work experience
     in order to enable them to obtain formal qualifications.




                                                                                                           REGISTRATION DOCUMENT 2012 / CASINO GROUP / 53
2   Presentation
    of the Casino Group
                                   MANAGEMENT
                                   REPORT
                                                           Consolidated
                                                           financial statements

    2.8. Environmental and Employment Report – Corporate Social Responsibility (CSR)
                                                                                         Parent company
                                                                                         financial statements
                                                                                                                        Corporate
                                                                                                                        governance
                                                                                                                                           General
                                                                                                                                           Meeting
                                                                                                                                                          Additional
                                                                                                                                                          information




    Improving health and safety                                                                   agreement to implement a programme to prevent psychosocial
    in the workplace                                                                              risks, an agreement on health & safety in the workplace, and an
                                                                                                  agreement on arduous work, which was also signed in 2012 by
    For a number of years, the Group has been actively committed                                  Franprix, Leader Price and Cdiscount.
    to improving the physical and mental health and safety of its
                                                                                                  The Group has implemented a participative accident prevention
    employees. The human resources department of each subsidiary
                                                                                                                             r
                                                                                                  programme called “Cap Prévention” at Casino France and
    is responsible for implementing action plans.
                                                                                                  “ACTEA” at Cdiscount. In 2012 this participative approach
    I    In France, in 2007 Casino set up a Health & Safety department to                         covered all Casino hypermarkets and supermarkets, Casino
         oversee the action plans and identify risks specific to the Group’s                      warehouses and Cdiscount. In addition, employee awareness
         business activities. Casino France includes risk prevention in its                       campaigns were carried out throughout the year, including
         social dialogue and has negotiated three agreements setting                              “Heart of Health” days covering issues such as blood testing,
         out the objectives, means of action and expected results: an                             smoking and diet.


                                                                                            FRANPRIX-
                                                                    CASINO(1)           LEADER PRICE(2)            FRANPRIX(2)            MONOPRIX        CDISCOUNT
        Last-time incident frequency rate                                42.29                         59.04                   37.66           54.49             31.39
        Lost-time incident severity rate                                   2.01                          4.64                   2.32            1.26              0.71
        Number of industrial illnesses                                      180                              9                    3                  35                 0
        (1) The scope Casino does not include the companies Mercialys and Mercialys Gestion (see methodology).
        (2) The frequency and the severity rates concern the integrated Franprix and Leader Price stores (Franleader scope).


    The above indicators are not available on a comparable basis for all Group entities. The Group has therefore decided to publish the
    following annual indicator:


                                                                             Group                  France                 Latin America         Asia/Indian Ocean(1)
        Number of work-related accidents with
        at least one day’s lost time                                          8,587                  4,004                             4,284                       299
        (1) Scope Indian Ocean without Big C Vietnam.


    I    In International, all subsidiaries have programmes to protect the                        measures put in place by Grupo Exito resulted in a 3% reduction
         health and safety of their employees. In Brazil, GPA optimises                           in the absenteeism rate for work-related accidents and illness
         its in-store procedures and equipment to make them more                                  in 2012. Libertad provides its employees with training in the
         ergonomic and reduce the arduousness of some tasks. It also                              prevention of workplace accidents, first aid, health and safety.
         conducts annual campaigns to make employees aware of the
         risks of heart disease, smoking and diabetes. The preventive


    2.8.3. RESPONSIBLE RETAILER
    As expressed in its corporate by-line, Casino aims to “nourish                            Product safety is therefore an absolute priority for the Group for
    a world of diversity” by providing quality products affordable by                         all its private-label ranges. From product specifications to store
    everyone, whilst enabling its customers to be more responsible                            operations, an end-to-end system ensures that the Group sells
    consumers. It has set out two priorities: promoting consumer                              safe, healthy, quality products.
    health through a balanced diet and encouraging them to consume
                                                                                              I   The Group Quality Department coordinates the action of the
    in a more eco-friendly way.
                                                                                                  various local quality departments, which are responsible for
                                                                                                  guaranteeing quality standards of private-label products and
    Promoting consumer health                                                                     for ensuring that all products sold are safe for the consumer.
                                                                                                  This action includes best practices and procedures (quality and
    Food is a key health issue in today’s society and a major concern                             product safety policy, traceability procedure, supplier audits, crisis
    for Casino, which it addresses through a product policy combining                             management, product withdrawal and recall, etc.), which have
    safety, nutritional balance, health, pleasure and respect for the                             led to the implementation of a Group Quality Charter, circulated
    environment.                                                                                  to all entities in 2012.




    54 / CASINO GROUP / REGISTRATION DOCUMENT 2012
Presentation
of the Casino Group
                          MANAGEMENT
                          REPORT
                                               Consolidated
                                               financial statements
                                                                            Parent company
                                                                            financial statements
                                                                                                    Corporate
                                                                                                    governance
                                                                                                                     General
                                                                                                                     Meeting

                                             2.8. Environmental and Employment Report – Corporate Social Responsibility (CSR)
                                                                                                                                     Additional
                                                                                                                                     information
                                                                                                                                                       2
I   In France and International, suppliers are audited to ensure that all      experts and nutritionists. In International, the banners have taken
    manufacturers of Casino private-label goods meet the regulatory            a similar approach and sell own-brand health and well-being
    requirements in terms of product safety, as well as the Group’s            ranges, such as “Taeq” in Colombia and Brazil, which includes
    internal requirements. Checks are carried out throughout the               certified organic products, and “Big C Care” in Thailand. Big C
    year on private-label goods. In addition, in France, Colombia              Vietnam launched its “Huong vi Big C” range of products from
    and Brazil, shared management tools are developed with food                farming and rearing techniques that comply with “VietGAP” (Good
    manufacturers to make sure they are able to comply with the                Agricultural Practices). Like Casino products, 100% of Big C food
    specifications. Audits are conducted regularly in the Group’s              products carry a table of nutritional values.
    warehouses to ensure that procedures and good practice guides
    are in place and followed. All Casino warehouses are now “IFS
    Logistic” certified. In Brazil, GPA implemented a programme                Encouraging more eco-friendly
    several years ago called “Quality from the source” to improve              consumption
    the quality and traceability of fruit, vegetables and meat sold
                                                                               To promote more eco-friendly consumption among its customers,
    under its own Qualità and Taeq brands by controlling in advance
                                                                               Casino has taken several initiatives to reduce the environmental
    pesticide use and product transport and storage conditions.
                                                                               impact of Casino brand products. They include eco-design and
I   Lastly, to meet customer expectations, targeted Committees                 cutting down on packaging, developing more environmentally-
    meet regularly to adjust products to demand or to anticipate               friendly product ranges and providing environmental information
    product risks.                                                             on food products.
Since 2005 the Group has developed a number of actions to
                                                                               As regards packaging, Casino is a founder member of an
improve the nutritional balance of its Casino brand products, which
                                                                               eco-design non-profit association in Saint-Étienne called Pôle
serve as a benchmark for the Group’s other brands in France and
                                                                               International Écoconception and works towards disseminating
International. Group subsidiaries develop their own brands by
                                                                               innovative design techniques to small and mid-sized companies.
drawing on the expertise of the Casino brand, created in 1901,
                                                                               In 2008, technical recommendations were added to tender
which accounts for a large proportion of Group sales in France.
                                                                               specifications to make manufacturers aware of Casino’s
To improve the nutritional quality of private-label goods and                  eco-design requirements. This approach to packaging own-brand
promote overall better nutrition, the Group set up a health and                products sold by Casino France has saved more than 6,090 tonnes
nutrition Committee in 2010. Among its projects, the Committee                 of packaging between 2006 and 2012.
is working on the impact of endocrine disruptors present in
some materials that come into contact with food (e.g. phtalates,                                                 ”             ”
                                                                               In International, 56% of the “Taeq” and “Qualità” brands packaging
bisphenol A, etc.).                                                                                                                    p
                                                                               sold in Brazil by GPA use FSC (Forest Stewardship Council)
                                                                               certified paper and cardboard products. In 2012, Grupo Exito set
The Group’s health and nutrition approach was first introduced                 up a programme with its suppliers to use more environmentally
in 2005 and consolidated in 2008 with the signature of a charter               friendly materials such as recycled polyethylene terephthalate,
of voluntary commitments to nutritional progress with the French               which is used for packaging Taeq organic products.
Health Ministry as part of the National Health and Nutrition Plan.
For Casino brands, the main actions involved optimising the                    In addition, to give consumers a broader choice of more
nutritional content of its products, substituting certain ingredients          environmentally friendly products, Casino sells a wide range of
such as palm oil, developing more legible nutritional labelling,               organic products carrying the “AB” label (352 Casino Bio items,
informing consumers and developing a range of health foods.                    129 Leader Price Bio items), bio-rational products (500 items)
Within this framework, the Casino, Leader Price and Monoprix                   with the “Terre et Saveur” brand, and “Club des sommeliers”
brands therefore pledged to substitute palm oil from their food                brand, responsible fishery products carrying the MSC (Marine
products in a bid to prevent heart disease.                                    Stewardship Council) label and palm oil free products. Casino
                                                                               pledged to replace palm oil in its food products in 2010. For
In addition, the Group is developing specific own brands such                  more than 73% of these products, palm oil has been substituted,
as “Casino Bien pour Vous!” (Casino is good for you!), which                   among which 11% are no longer being sold. However, in cases
is based on the recommendations of the National Health and                     where it is difficult to replace, the Group has set a target of using
Nutrition Plan, “Fine Ligne” low-salt, sugar and fat products by
                                                                               sustainable palm oil by 2015, and to this end became a member
Leader Price, and “Leader Price Baby et Kids”, designed by
                                                                               of the Roundtable on Sustainable Palm Oil (RSPO) in 2011. Again
experts in child nutrition.
                                                                               with a view to reducing and limiting its impact on biodiversity and
To provide consumers with better information, the Group has                    deforestation, the Casino banners focus on selling garden furniture
introduced a type 2 nutritional labelling system for its products,             and paper certified PEFC (Programme for the Endorsement of
which now covers 76% of Casino brand food items. All these items               Forest Certification) or FSC (Forest Stewardship Council), which
now carry a table showing the nutritional value per 100 grams and              guarantees that products are sourced from sustainable forestry,
the recommended portion. Many products also carry nutritional                  and organise campaigns to promote these responsible production
advice, recipes and ideas for balanced meals prepared by dietary               industries.




                                                                                                     REGISTRATION DOCUMENT 2012 / CASINO GROUP / 55
2   Presentation
    of the Casino Group
                             MANAGEMENT
                             REPORT
                                                 Consolidated
                                                 financial statements
                                                                              Parent company
                                                                              financial statements

    2.8. Environmental and Employment Report – Corporate Social Responsibility (CSR)
                                                                                                        Corporate
                                                                                                        governance
                                                                                                                          General
                                                                                                                          Meeting
                                                                                                                                          Additional
                                                                                                                                          information




    To make customers aware of the environmental impact of their                 of environmental impacts and enables it to inform consumers and
    consumption, Casino pioneered carbon labelling on its own-brand              raise their awareness, as well as implement targeted actions with
    products in 2008. 600 products in almost 7,000 stores in France              suppliers to reduce the impacts.
    now carry a carbon label, which is gradually being replaced with
                                                                                 Lastly, to encourage more responsible consumption, Casino has
    the environmental index in response to calls from the French
                                                                                 undertaken the reduction of the number of disposable plastic bags
    Ministry of Ecology and Sustainable Development on environmental
                                                                                 provided in its stores. In France the number of free bags given
    labelling projects. The new index, developed in association
                                                                                 out by Casino France fell by 91% since 2008. In International, the
    with suppliers, includes the greenhouse gas emissions, water
                                                                                 Group’s subsidiaries are taking an increasing number of actions to
    consumption and water pollution impact across the product’s
                                                                                 promote the use of reusable bags, including in-store information,
    entire life cycle. It is calculated on 311 products, including
                                                                                 incentives through the loyalty programmes, etc.
    223 Casino products, 74 Monoprix products and 14 national brand
    products. This approach gives the Group a better understanding


    2.8.4. TRUSTED PARTNER
    As a retailer, the Group’s corporate social responsibility approach              which Casino has been a member since 2000. The audited
    is not limited to internal practices, but also takes account of                  production facility is rated on a six-point scale. A red rating means
    the risks and issues involved in its supply chain. Policies on the               that Casino will end its relationship with the supplier. In addition
    social and environmental impacts of sub-contractors mainly                       to these annual audits, the Group also takes action on specific
    concern suppliers of the Group’s private-label goods based in                    risks such as manual sandblasting of jeans. In 2012, 113 social
    countries considered as at risk, local suppliers to the banners,                 audits were carried out, mainly in China, Bangladesh, India and
    transport service providers and packaging manufacturers. Their                   Pakistan. A total of 787 audits have now been performed since
    aim is to strengthen the Group’s social ethics policy, support local             2003, including around ten on second-line suppliers. In addition,
    production industries and support SMEs in their CSR approach.                    Monoprix conducted 41 social audits of its suppliers in 2012;
                                                                                 I   drawing up corrective action plans with suppliers: an audit report
    Strengthening the social ethics policy                                           is drawn up after each audit and, if necessary, a corrective action
                                                                                     plan, which the production facility undertakes to implement
    In 2002 the Group introduced its social ethics policy for private-               within a given time frame, failing which they will be downgraded.
    label suppliers, aiming to help improve the social conditions at                 Follow-up audits are carried out to ensure that the corrective
    production facilities where the Group’s products are manufactured.               actions are implemented;
    The policy is steered by the Group’s CSR Department and is
                                                                                 I   analysing and monitoring the results of the audit programme: the
    underpinned by:
                                                                                     Group’s CSR Department uses specific social ethics indicators
    I   the Supplier Ethics Charter: suppliers must embrace this charter if          to analyse audit results and draws up a report for the audited
        they wish to be listed by the Group. By signing the Charter, which           suppliers.
        is modelled on the Group Ethical Charter, suppliers acknowledge          To support this approach, the Group carries out regular information
        the supremacy of the principles set out in the Universal                 actions with both employees (purchasing teams) and suppliers.
        Declaration of Human Rights and the ILO Declaration relative             Each year, the CSR Department presents the issues and ethics
        to Fundamental Principles and Rights at Work. They undertake to          procedure with the purchasing departments. In addition, the
        comply with national and local regulations regarding the minimum         Group’s local offices play a crucial role in helping suppliers and
        working age, refusal of forced labour and abusive disciplinary           their production facilities to better understand expectations by
        practices, non-discrimination, freedom of association and the            supporting them in implementing any corrective action plans.
        right to collective bargaining, working hours, compensation and
        health and safety. Signing the Charter also means agreeing to            In Brazil, GPA takes part in the “Associação Brasileira do Varejo
        undergo audits to check that these commitments are observed;             Têxtil” (ABVTEX), which carries out audits on suppliers and
                                                                                 sub-contractors in the Brazilian apparel sector to check whether
    I   an annual social audit programme: each year, some
                                                                                 they comply with regulations on working conditions (no child or
        100 production facilities are audited to ensure that they comply
                                                                                 forced labour, freedom of association, etc.).
        with the requirements set out in the Supplier Ethics Charter.
        The programme is planned and managed by the Group CSR                    With a view to addressing the issue of human rights in its business
        Department and mainly targets countries with a high risk of              activities more cogently, Casino has joined the EDH (Entreprises
        violations of human rights and working standards. Audits are             pour les Droits de l’Homme) association, enabling it to identify
        carried out regularly in China, India and Bangladesh. The audits         specific business-related risks and to discuss them with other
        are performed by independent specialist firms based on the               international groups. Casino has supported and taken part in
        standards drawn up by the Initiative Clause Sociale (ICS), of            drawing up a training module on human rights in the workplace.




    56 / CASINO GROUP / REGISTRATION DOCUMENT 2012
Presentation
of the Casino Group
                        MANAGEMENT
                        REPORT
                                              Consolidated
                                              financial statements
                                                                           Parent company
                                                                           financial statements
                                                                                                     Corporate
                                                                                                     governance
                                                                                                                      General
                                                                                                                      Meeting

                                            2.8. Environmental and Employment Report – Corporate Social Responsibility (CSR)
                                                                                                                                      Additional
                                                                                                                                      information
                                                                                                                                                        2
At the end of 2012, 15 managers had completed this training. The              The Group encourages good CSR practices throughout its logistics
module was tailored to issues faced by the Group and rolled out               chain through two initiatives:
internally during an initial information/training session for talented
                                                                              I   In France, the logistics subsidiary introduced a scorecard in 2011,
young employees in 2012.
                                                                                  which includes CSR criteria, to assess its 120 main transport
                                                                                  providers.
Supporting SMEs in their CSR approach                                         I   In Brazil, GPA set up its “TOP LOG” programme in 2005, which
                                                                                  aims to improve the quality and environmental performance of its
To ensure that local suppliers take CSR considerations into
                                                                                  suppliers’ logistics chain. More than 170 suppliers are involved
account, and particularly environmental impacts, the Group’s
                                                                                  in the programme and around 50 of them have obtained the
Quality Department in France includes environmental criteria in
                                                                                  TOP LOG certification, awarded when the performance targets
its specifications for private-label products, checks that they are               set have been reached.
properly applied and supports the supplier as early as possible
in reducing the product’s environmental impact.
                                                                              Supporting local production channels
This approach consists of helping suppliers to:
                                                                              In 2010, Casino Group signed the SME Pact, which aims to
I   eliminate palm oil from Casino brand products wherever                    promote growth, efficiency and expansion of SMEs. The Group has
    technically possible or, if not, using sustainable palm oil;              always maintained close relationships with its suppliers (farmers,
I   use fewer pesticides and develop production, cultivation and              cooperatives, SMEs) due to the nature of its operations. Most of
    livestock husbandry practices that are more environmentally               its supplies are sourced locally from small producers or SMEs in
    friendly and respect animal welfare, by supporting farmers that           the countries where it operates.
    supply the “Terre et Saveur” brand;                                       The Group helps local suppliers to make their production and
I   obtain the following official labels for “Casino Avenir” range            logistics processes, manufacturing standards and administrative
    products: “European Ecolabel”, the official European label                management more professional, enabling them to expand their
    delivered in France by Afnor, “NF Environnement”, the French              business beyond their commercial relationship with Casino. Actions
    ecolabel, “FSC” or “PEFC”;                                                implemented include Casino France’s continued deployment and
I   obtain the “AB” and European label for organic products (Casino,          promotion of the “Le Meilleur d’ici” range of regional products
    Leader Price and Monoprix);                                               to help support local producers by stocking and promoting their
                                                                              products produced within 80 kilometres of the store. The range
I   calculate and reduce the environmental impact of products by              is stocked by 398 outlets, including 316 Casino supermarkets
    establishing a multi-criteria environmental index showing the             and 82 Casino hypermarkets in France. With the “Terre et Saveur”
    carbon, water consumption and water pollution impact;                     and “Club des sommeliers” brands, which comprises almost
I   limit the impact of product packaging by including a packaging            500 products, Casino France supports local supply sources
    optimisation condition in the specifications for Casino products          by developing partnerships with farmers, livestock breeders
    (see page 55, Responsible retailer...). The Group also encourages         and fisheries, and signing agreements with the lamb and beef
    the use of recycled or FSC certified packaging, particularly for          industries. Franprix also promotes partnerships with local
    its “Taeq” own brand.                                                     producers and has signed an agreement with 26 milk producers
                                                                              in the Lot valley area of France.
In International, GPA in Brazil rolled out its “Quality from the source”
programme. It involves 721 suppliers of fruit, vegetables and meat            In International, Grupo Exito provides suppliers with training whilst
and aims to help them improve their environmental practices,                  GPA has specific programmes such as “Caras do Brasil” which
limit and control the use of pesticides, reprocess waster water               enable cottage industry cooperatives to sell their products to
and ensure full product traceability, especially for beef products.           82 Pão de Açúcar stores.


2.8.5. ENVIRONMENTAL COMMITMENT

General environmental policy                                                  It pursues a continuous progress approach to the Group’s
                                                                              environmental performance. In France, this approach is based on
                                                                              a network of environmental officers, “Excellence Verte” workshops
                                                                                                                                    ”
and subsequently reaffirmed its commitment by signing the                     and a collaborative platform enabling workshop members to
United Nations Global Compact and adopting the Group CSR                      share and publish best environmental practices in their business.
policy, which includes four environmental priorities. To prevent              In International, the environmental approach is the responsibility
and control the environmental risks inherent in Casino’s business             of the subsidiaries’ CSR departments and operational teams.
activities, the Environment Department, which reports to the CSR
Department, oversees the environmental priorities, spreads good               The environmental policy is tailored to each business activity
practices and monitors action plans.                                          and unit to take account of local constraints and needs. The
                                                                              various departments involved are responsible for implementing
                                                                              action plans.




                                                                                                      REGISTRATION DOCUMENT 2012 / CASINO GROUP / 57
2   Presentation
    of the Casino Group
                                  MANAGEMENT
                                  REPORT
                                                          Consolidated
                                                          financial statements

    2.8. Environmental and Employment Report – Corporate Social Responsibility (CSR)
                                                                                        Parent company
                                                                                        financial statements
                                                                                                                      Corporate
                                                                                                                      governance
                                                                                                                                          General
                                                                                                                                          Meeting
                                                                                                                                                            Additional
                                                                                                                                                            information




    The priorities identified by the Group are:                                             To raise employee awareness of environmental issues, the
                                                                                            Group’s various internal media such as the intranet or the Regards
    I    reducing greenhouse gas (GHG) emissions;
                                                                                            (“Insights”) quarterly newsletter, regularly report on topics such
    I    improving energy efficiency;                                                       as waste management, preservation of natural resources, global
    I    reducing and recycling waste;                                                      warming, energy saving and biodiversity. The various business
    I    protecting the biodiversity of ecosystems.                                         units also organise campaigns to encourage eco-behaviour among
                                                                                            staff and customers. In 2012, Casino France embarked on a
    Given the number and diversity of Group facilities and stores
                                                                                            major information campaign called “Together, let’s recycle more
    worldwide, Casino encourages its business units to pursue a
                                                                                            and better”, the aim of which is to encourage the collection and
    certification approach whenever this adds value. In France one
                                                                                            recycling of used products such as batteries, ink cartridges and
    warehouse is HQE certified, five are ISO 14001 certified and
                                                                                            light bulbs. During Earth Week, Grupo Exito pledged to reduce its
    13 IFS certified. One shopping centre is BREEAM certified and
                                                                                            paper consumption through two campaigns, “Un día sin papel”
    four obtained Label V certification following an audit performed
                                                                                            (A day without paper) and “Más árboles, menos papel” (More
    by Ecocert Environnement on the basis of a set of about
                                                                                            trees, less paper), and Libertad carried out a mass consumer
    100 criteria. In International, 2 Pão de Açúcar stores are LEED
                                                                                            campaign to promote eco-behaviour. Lastly, the Group forged a
    certified (Leadership in Energy and Environmental Design, the
                                                                                            new partnership with the GoodPlanet Foundation, which aims to
    North American green building rating system). In Vietnam, the
                                                                                            inform and educate the public about environmental protection.
    Green Square shopping centre is awaiting LOTUS certification,
    the green building standards developed by the Vietnam Green                             The Group has set aside €1,036,000 of provisions for
    Building Council (VGBC) and recognised by the World Green                               environmental risks for its Casino France business.
    Building Council and the Construction Ministry in Vietnam.

    Reducing greenhouse gas emissions (GHG)

        (tonnes CO2 equiv.)                                                                 Group         France(1)        Latin America(2)          Asia/Indian Ocean
        GHG Scope 1:
        direct emissions from combustion (gas and fuels)
        and refrigerants                                                               1,420,000          630,000                   600,000                       190,000
        GHG Scope 2:
        indirect emissions from energy consumption
        (electricity, steam, heating, cooling)                                            820,000         100,000                   230,000                       490,000
        Detailed information on the scopes covered: data covers the majority of sites with a coverage rate of between 66% and 98% depending on the indicator and entity in
        question.
        (1) Excluding Sudeco.
        (2) Excluding Disco Devoto.


    In 2005, in a drive to control its GHG emissions, Casino identified                     The Group has taken several other initiatives to take better account
    the various carbon impacts of its activities in France through                          of the carbon impact of its activities, including:
    several initiatives, including its first carbon audit, which was
                                                                                            I   carbon audits early on in construction projects to estimate the
    renewed in 2009, covering a sample of 400 premises. Given the
                                                                                                GHG emissions related to building design and construction and
    growing internationalisation of its business, the Group decided to
                                                                                                opt for lower emission materials and processes;
    standardise its subsidiaries’ GHG reporting practices to make it
    easier to compare performances and consolidate data. In 2012,                           I   an indicator for monitoring the CO2 impact (tonnes CO2 by
    therefore, a consolidated report on its GHG emissions in 2011                               palette transported) of the Group’s transport activities in France
    and 2012 was completed, covering scopes 1 and 2.                                            and Brazil;
                                                                                            I   environmental labelling for Casino products, with the carbon
    The GHG report completed in 2012 evaluated the scopes 1 and 2
                                                                                                index created in 2008 and progressively replaced since 2011
    on the main activities in France and in international activities (DCF,
                                                                                                by a multi-criteria environmental index.
    Casino Restauration, CIT, EMC, Franprix, Leader Price, Casino
    Services, Vindémia, Codim 2, Cdiscount, Easydis, Monoprix and                           All inventories drawn up show that the largest emissions
    its subsidiaries, GPA excluding Via Varejo, Grupo Exito, Big C                          associated with the Group’s direct activities (excluding the impact
    Thailand and Vietnam, Vindémia, and Libertad).                                          of products) are:

    In France, in accordance with Article 75 of the Grenelle 2                              I   refrigerant (leaks from cooling systems);
    environmental law, Casino has published carbon reports and the                          I   fuel combustion required for transport of goods;
    associated action plan for 11 subsidiaries.                                             I   energy consumption at Group buildings;
                                                                                            I   fuel combustion required for transport of clients and employees.




    58 / CASINO GROUP / REGISTRATION DOCUMENT 2012
Presentation
of the Casino Group
                        MANAGEMENT
                        REPORT
                                            Consolidated
                                            financial statements
                                                                         Parent company
                                                                         financial statements
                                                                                                Corporate
                                                                                                governance
                                                                                                                 General
                                                                                                                 Meeting

                                          2.8. Environmental and Employment Report – Corporate Social Responsibility (CSR)
                                                                                                                                 Additional
                                                                                                                                 information
                                                                                                                                                   2
To reduce GHG emissions caused by refrigerant gas leaks, and                that have signed our waste collection agreement in order to be
given the high contribution of HFC gases to global warming,                 recycled. Sorting organic waste in Géant hypermarkets resulted
the Group recommends renovating existing installations to                   in a 23% rise in their recycling rate compared with 2011. The
guarantee confinement and using natural gases (CO2, NH3) for                foodservice businesses continue to sort their organic waste in
new high-power installations wherever possible. In addition, Group          restaurants and cafeterias. Franprix and Leader Price stores sort
subsidiaries operating in countries that have signed the Montreal           and recycle their packaging boxes under contracts signed on
Protocol are continuing to replace refrigerant gases with new               a store by store basis. Cdiscount recycles 100% of boxes and
generation gases that do not destroy the ozone layer.                       plastic packaging generated by its warehouses.
To reduce GHG emissions from goods transportation, the Group                In International, sorting, collecting and organising the waste
pursues action plans to rationalise the mileage travelled by trucks         recycling chain is a priority action. In Colombia, Grupo Exito,
and their load factors, endeavours to use more environmentally              thanks to the measure of sorting performance of its stores, has
friendly transport modes and renovates its vehicle fleet regularly.         recycled 27,480 tonnes of operational waste and reached 57%
In France, the Group now uses waterway transport, delivering                of recycling rate. The financial resources generated by recycling
goods to 80 Franprix stores via the Seine river. It has improved            are donated to the Grupo Exito foundation. In Brazil, GPA has
the load factor of its trucks by using double trailers (as part of its      improved its waste traceability to improve the sorting performance
P80 programme) and, through its Citygreen programme, uses                   of its stores and food depots. The system is now in place in 11%
vehicles that meet the most demanding pollution standards.                  of the stores and will be extended by 2014.
Improving the energy efficiency of the Group’s stores has helped
                                                                            USED PRODUCTS AND CUSTOMER WASTE
to reduce the GHG impact of electricity consumption. In France,
the Group reduces its energy consumption through Energy                     COLLECT
Performance Contracts aiming to improve energy efficiency. In               Casino Group carries out information campaigns to encourage
Brazil, the Pão de Açúcar stores have implemented a real-time               consumers to sort and recycle used goods.
energy consumption monitoring system.
                                                                            In France, Casino provides customers with collection bins for
Lastly, the Group has a policy of locating its stores and warehouses        used goods such as batteries, light bulbs, small electronic items
to minimise the distances travelled by goods and of developing              and ink cartridges, in association with government-approved
the convenience formats in all countries where it operates as they          eco-organisations responsible for their recycling. 228 tonnes of
reduce the carbon impact caused by customer travel.                         used batteries were collected in Casino stores and warehouses
                                                                            in 2012, representing a 20% increase. 115 tonnes were collected
To adjust to the consequences of global warming, the Group
                                                                            in Monoprix stores and 34 tonnes in Franprix and Leader Price
factors in the risk of an increase in the occurrence of severe
                                                                            stores. 17.8 tonnes of light bulbs, 157,489 ink cartridges and
weather events, mainly hurricane risk in Reunion and flooding in
                                                                            1,032 tonnes of electrical and electronic goods were also collected
Thailand. The Group ensures that it complies with the prevailing
                                                                            during the year. All stores of more than 2,500 sq.m. provide
regulations by building the equipment required for rainwater
                                                                            collection bins for overpacks.
management and overflow. It endeavours to use innovative
techniques such as green roofs, grassed swales and drainage                 In International, GPA and its suppliers provide collection and
ditches. Group companies exposed to this type of risk maintain              recycling bins for paper, glass, metal, plastic and oil in 247 Pão
and develop business continuity plans in the event of an extreme            de Açúcar and Extra stores, collecting 19,249 tonnes of waste
weather event in conjunction with their suppliers and the public            from customers. These collection facilities have been extended to
authorities.                                                                include overpacks in 128 Pão de Açúcar stores, mobile phones
                                                                            in 280 Pão de Açúcar and Extra stores, batteries in all Extra and
                                                                            Pão de Açúcar stores (33 tonnes recovered) and medicines in
Reducing and recycling waste, and                                           29 stores (4.57 tonnes recovered). Big C Thailand and Grupo
pollution controlling                                                       Exito also provide recycling bins in their stores to collect mobile
                                                                            phones, batteries and plastic. Big C Vietnam organises used
OPERATIONAL WASTE                                                           battery collection campaigns.
Recycling and reducing store waste is one of the core pillars of
the Group’s environmental policy. The main waste generated
by the stores is cardboard, plastic, paper and organic waste.
Each business unit manages its waste in accordance with local
constraints and regulations.
In France in 2012, more than 69,783 tonnes of waste from Casino
sites were sorted by approved waste management professionals




                                                                                                  REGISTRATION DOCUMENT 2012 / CASINO GROUP / 59
2   Presentation
    of the Casino Group
                               MANAGEMENT
                               REPORT
                                                        Consolidated
                                                        financial statements

    2.8. Environmental and Employment Report – Corporate Social Responsibility (CSR)
                                                                                      Parent company
                                                                                      financial statements
                                                                                                                    Corporate
                                                                                                                    governance
                                                                                                                                     General
                                                                                                                                     Meeting
                                                                                                                                                     Additional
                                                                                                                                                     information




    SERVICE STATIONS                                                                      Underground facilities are monitored and 272 service stations
                                                                                          have been controlled. In International, only Grupo Exito and GPA
    The Group’s service station business is subject to regular, strict
                                                                                          have services stations (21 and 83 respectively), which are also
    controls. A ground pollution prevention plan has been implemented
                                                                                          subject to supervision and controls.
    in France including surveys of underground facilities and water.


    Sustainable use of resources

                                                                                        Group              France         Latin America          Asia/Indian Ocean
     Energy consumption (MWh)
     Electricity                                                                   4,820,286           1,895,566                 1,974,422                950,299
                                                                                                                                           (2)
     Gas                                                                             265,160             188,814                  67,945                   8,401(3)
     Water (m3)                                                                  15,536,684          1,691,214(1)                6,356,424              7,489,046
     Data cover the majority of sites with a coverage from 66% to 98% depending the indicators and entities.
     (1) Excluding Franprix, Leader Price.
     (2) Excluding Libertad.
     (3) Excluding Big C Thailand.


    ENERGY                                                                                Protecting biodiversity
    Improving the energy efficiency of stores is a key priority in all                    Under commitment No. 8 of its Group Ethics Charter, Casino has
    Group units. Store lighting and refrigeration for chilled foods                       pledged to protect biodiversity.
    are the two main consumers of energy, principally electricity. In
    2012, the Group mandated its subsidiary GreenYellow to set up
                                                    Y                                     REDUCING THE IMPACT OF BUILDINGS ON
    an energy efficiency improvement programme for its main stores                        BIODIVERSITY
    through energy performance contracts. Casino Group has also
    committed to installing covers on 75% of its chiller cabinets (for                    In 2012, Casino Développement drew up and circulated a
    fresh products) in France before 2020.                                                good practices guide to managing retail spaces and protecting
                                                                                          biodiversity. The property development teams have been trained
    In International, action plans to reduce the stores’ energy                           in these practices.
    consumption have been implemented, which include checking
    consumption regularly, training employees and optimising operating                    PROTECTING BIODIVERSITY IN BRAZIL
    processes in the stores and head offices. The new store designs
    include the latest energy saving equipment (natural lighting, better                  GPA has drawn up its Pact for Nature, which contains a number
                                                                                          of pledges including developing the organic product range
    insulation, closed chiller cabinets, etc.). In March 2012, Big C
                                                                                          available in its stores.
    Vietnam won the top award for “buildings energy management”
    from the country’s Ministry of Industry and Commerce.                                 It has signed the charter of the Brazilian institute Ethos to protect
                                                                                          the Amazonian rain forest and its inhabitants. The signatories
    Lastly, to support the development of renewable energies, in
                                                                                          have pledged only to sell certified products as not coming from
    2007 Casino embarked on an ambitious programme to develop
                                                                                          areas protected by the Brazilian Institute for the Environment and
    photovoltaic systems. It now has 25  systems connected
                                                                                          Renewable Natural Resources (IBAMA), mainly wood, fish and
    representing a surface of about 245,000 sq.m., or 48,000 KWc.
                                                                                          soya, not to buy products from suppliers identified on a blacklist
    A display system on each site is used for real-time tracking of the
                                                                                          of the IBAMA, and to carry out information campaigns among
    amount of energy produced and the amount of carbon dioxide
                                                                                          consumers. In addition, GPA has a traceability policy regarding its
    savings.
                                                                                          Brazilian suppliers’ beef chains, to make sure of their origin and to
                                                                                          avoid contributing to deforestation caused by livestock farming.
    WATER
    The Group’s activities in France and internationally use in majority                  ACTIONS TO PROMOTE FOREST PROTECTION
    town water, mainly as tap water.
                                                                                          The Group takes part in various campaigns to protect forests
    Conscious of the importance of water management, the Group                            and encourage reforestation. In France, the 2011 tree planting
    encourages initiatives for reusing rain water and limiting the use                    campaign led in partnership with SOS SAHEL and the Danone
    of town water. As an example, GPA has set up a daily system                           Group was repeated in 2012, with the financing of c. 2.4 million
    for monitoring water consumption in its food stores enabling it                       trees planted in the Sahel region. As part of its “miplanetaexito.
    to detect any leaks. In France, new construction projects include                     com” programme, Grupo Exito has already planted more than
    wherever possible rain water collection and treatment systems.                        172,000 trees in Colombia. Big C in Thailand again organised




    60 / CASINO GROUP / REGISTRATION DOCUMENT 2012
Presentation
of the Casino Group
                       MANAGEMENT
                       REPORT
                                           Consolidated
                                           financial statements
                                                                       Parent company
                                                                       financial statements
                                                                                               Corporate
                                                                                               governance
                                                                                                                 General
                                                                                                                 Meeting

                                         2.8. Environmental and Employment Report – Corporate Social Responsibility (CSR)
                                                                                                                                Additional
                                                                                                                                information
                                                                                                                                                   2
a campaign called “Big C, Big Forest – Stop Global Warming”               Reducing noise pollution
in partnership with the Ministry of Natural Resources and the
Environment, which resulted in more than 70,000 trees being               To reduce the noise pollution caused by deliveries to its stores, the
planted in the Kaeng Krachan national park. Libertad has a                Group’s logistics subsidiary in France deployed under the Citygreen
programme called “Marcas Verdes”, which finances the protection           brand, trucks to Piek standards, which guarantee a noise output
of a million square metres of forest in the Gran Chaco region.            of less than 60 decibels, and to use hybrid vehicles enabling the
Lastly, Casino has pledged to eliminate palm oil from Casino              last kilometre to be travelled in silent electric mode. These vehicles
brand products, an action that helps to contain deforestation.            enable to develop the deliveries to be made at night, and reduce
                                                                          daytime traffic in town centres and suburban areas.
The Group takes targeted actions to reduce the impact on
biodiversity of its private-label products and its food suppliers’        Franprix has begun to use waterways to deliver to 80 of its Paris
products, particularly in Brazil (see pages 55 to 57).                    stores, thus avoiding more than 450,000 kilometres of truck
                                                                          transport in urban areas yearly and helping to reduce noise
                                                                          pollution.


2.8.6. ENGAGED LOCAL CORPORATE CITIZEN
Casino Group promotes the development of convenience stores               Group stores, in addition, take part in local community outreach
in the countries where it operates. As a highly committed local           initiatives. Casino and Franprix stores have developed operations
corporate citizen in town centres, suburban and rural areas,              with Microdon, which involves more than 200 convenience
Casino helps to develop the local economy and contributes to              outlets. More than 150 local actions have been taken in Casino
local community actions by encouraging its banners, through its           hypermarkets and supermarkets as part of the “Engaged Local
CRS continuous progress policy, to strengthen their community             Corporate Citizen” programme. Franprix has continued its
partnerships, develop local community actions at store level and          partnership with the Voisins Solidaires association which aims
support the actions of various foundations. These initiatives are         to strengthen community outreach and neighbourhood support
deployed within each Group unit, in line with the local environment.      to make daily life easier.
                                                                          In International, the vast majority of units take similar action at
National outreach partnerships                                            national and local level, supporting foods banks where they exist
                                                                          and organising community outreach actions in the stores. In Brazil,
To support outreach associations, Casino forges national                  GPA organises an annual food collection for the “Amigos do
partnerships to strengthen the impact of its actions at grass                  ”
                                                                          Bem” association and distributes its unsold perishables on a daily
roots level. In 2009, the Group forged a national partnership with        basis to more than 650 associations, collecting and redistributing
France’s federation of food banks, which includes three areas of          6,808 tonnes of food produce in 2012. In Argentina, Libertad
involvement: weekly collections by the food bank teams in the             took part in the country’s tenth national food bank collection,
Group’s hypermarkets, supermarkets and warehouses, active                 and in Colombia Grupo Exito actively supports the local food
participation in national collections which take place every year         banks, collecting more than 3,191 tonnes of produce in 2012.
in November, and special campaigns. In 2012, 3,097 tonnes                 In Reunion, Vindémia works with the 2R2A food bank network,
of products were donated to the food banks under the weekly               collecting produce in the Group’s stores and organising collections
collection arrangements compared with 2,717 tonnes in 2011.               from customers.
1,780 tonnes were also collected thanks to customer donations.
In 2011, the food banks acknowledged Casino’s commitment by               The Group’s banners carry out major campaigns to collect goods
awarding the Group the “Entreprise Solidaire” label.                      which, in addition to food, include school uniforms and satchels,
                                                                          toys, clothes and books, and redistribute them to underprivileged
Other associations supported by Casino Group are Emmaüs Défi,             populations. They also carry out action plans according to local
through Casino’s central purchasing organisation, which donated           need. Libertad supports the humanitarian association “Un techo
c. 6,000 toys to needy children; Emmaüs, with 100 tonnes of               para mi pais” (A roof for my country), which builds emergency
clothes collected in 2012 by Monoprix stores; and the French                                                                     ”
                                                                          housing, and continues to deploy its “Vuelto solidario” programme,
Red Cross, with the donation of several tonnes of products by             while Big C Thailand is pursuing its actions to help the country’s
Franprix. The Group also supports “shared product” campaigns              victims of flooding. The banners, in addition, take part in organising
in its stores in association with its suppliers, for the benefit of       public health campaigns, including a vaccination campaign at
associations such as SOS Sahel, Unicef, Plan and Handi’chien.             GPA, a partnership with the Ministry of Health at Big C Thailand,
                                                                          and free medical visits for pregnant women at Big C Vietnam,
                                                                          which also supports the local hospitals.




                                                                                                 REGISTRATION DOCUMENT 2012 / CASINO GROUP / 61
2   Presentation
    of the Casino Group
                              MANAGEMENT
                              REPORT
                                                   Consolidated
                                                   financial statements
                                                                                Parent company
                                                                                financial statements

    2.8. Environmental and Employment Report – Corporate Social Responsibility (CSR)
                                                                                                         Corporate
                                                                                                         governance
                                                                                                                          General
                                                                                                                          Meeting
                                                                                                                                          Additional
                                                                                                                                          information




    Actions taken by Foundations                                                   The Grupo Exito Foundation in Colombia has developed
                                                                                   recognised expertise in combating child malnutrition. Its actions
    Casino also contributes to outreach initiatives through its                    include supporting local associations to make sure that children
    foundations. The Casino Foundation is committed to helping                     and future mothers in underprivileged areas have a healthy,
    children in need, as are the Group’s other three foundations –                 balanced diet, to provide them with information about better
    Grupo Exito Foundation in Colombia, Big C Foundation in Thailand               nutrition, and to help them discover the joys of reading and music.
    and Instituto GPA.                                                             The programmes involved 32,102 children and 1,798 pregnant
    The Casino Foundation has developed three major programmes:                    women in 2012. The Foundation also supports other foundations
                                                                                   through the “Grupo Exito Awards” for outstanding actions in
    I   “Helping children in hospital keep in touch” with the Dr Souris            favour of children.
        association, which since 2010 has provided seven paediatric
        wards with computers and internet access for each bed (a total             The Big C Thailand Foundation focuses on education for young
        of 585), plus other materials, staff training and maintenance, for         people. It provides financial aid to the most needy, giving out more
        the benefit of all children in hospital, for whatever length of time.      than 3,300 grants in 2011. It also co-finances the construction
        Casino, Franprix, Leader Price, Casino cafeterias, the warehouses          of schools and has provided 37 schools with funding since its
        and Vindémia stores all take part in this programme.                       creation. In 2012, a new hospital was built in the north of Thailand.
    I   “Artists at School”, developed since 2011 in partnership with              Instituto GPA pursues educational programmes to help young
        France’s national education system, supports 10 arts projects              people from modest backgrounds enter working life. Through
        benefiting 2,000 children in cut-off urban or rural areas.                 four centres, it provides free classes in English and to check-out
    I   “Local Initiatives”, which in 2012 supported 17 local projects             and call centre jobs. It also supports the NATA vocational training
        led by Group employees.                                                    centre in partnership with the government of Rio de Janeiro.



    2.8.7. ANTI-CORRUPTION POLICY
    By signing the Global Compact in 2009, the Group reaffirmed its                Group Internal Audit and Control community and the financial,
    commitment to combating corruption and to promoting human                      legal, fiscal and HR departments. The newsletter addresses
    rights in its sphere of influence.                                             issues related to business ethics and anti-corruption. On a local
                                                                                   level, the business units also draw up codes of ethics or conduct.
    The Group’s anti-corruption programme is the responsibility of each
    unit’s Senior Management. Casino’s Internal Control Department                 In International, Grupo Exito carried out a broad information
    carries out information campaigns for all Group business units                 campaign in 2012 to promote transparency in the company,
    and supports them in drawing up and implementing their                         with the aim of spreading the messages contained in its code of
    anti-corruption action plan. In 2012, the Department circulated a              ethics and conflicts of interest manual. An ethics committee has
    guide setting out the expectations expressed by stakeholders and               also been established, as well as a whistleblowing procedure
    good anti-corruption practices. It also performed an audit of the              available both internally and externally. Similarly, GPA trains all its
    anti-corruption arrangements within the Group (France excluding                employees in its code of conduct and whistleblowing procedure. In
    Monoprix, International excluding GPA) through a self-assessment               2012, Libertad launched its “Libertad Transparente” programme,
    questionnaire sent to the business units, and then drew up a list              including a transparency policy, a new code of conduct and an
    of current and future action plans. In addition, it introduced an              email address for whistleblowing.
    “Internal Control” newsletter in 2010, which is circulated to the




    62 / CASINO GROUP / REGISTRATION DOCUMENT 2012
Presentation
of the Casino Group
                        MANAGEMENT
                        REPORT
                                             Consolidated
                                             financial statements
                                                                       Parent company
                                                                       financial statements
                                                                                                 Corporate
                                                                                                 governance
                                                                                                                  General
                                                                                                                  Meeting

                                            2.8. Environmental and Employment Report – Corporate Social Responsibility (CSR)
                                                                                                                                  Additional
                                                                                                                                  information
                                                                                                                                                    2
2.8.8. ATTESTATION OF PRESENTATION AND INDEPENDENT VERIFIER’S ASSURANCE REPORT
       ON SOCIAL, ENVIRONMENTAL AND SOCIETAL INFORMATION PRESENTED
       IN THE MANAGEMENT REPORT
This is a free translation into English of the original report            I   to provide limited assurance on whether the other Information
issued in the French language and it is provided solely for the               is fairly presented, in all material respects, in accordance with
convenience of English speaking users. This report should be                  the Guidelines (limited assurance).
read in conjunction with, and construed in accordance with,
French law and professional standards applicable in France.
                                                                          1. Attestation of presentation
Year ended 31 December 2012
Y
                                                                          Our engagement was performed in accordance with professional
To Chief Executive Officer,                                               standards applicable in France:

Pursuant to your request and in our capacity as independent               I   We compared the Information presented in the management
verifier of Casino Guichard-Perrachon, we hereby report to you                report with the list as provided in Article R. 225-105-1 of the
on the consolidated social, environmental and societal information            French Commercial Code (Code de commerce).
presented in the management report of the Board issued for                I   We verified that the Information covers the consolidated perimeter,
the year ended 31 December 2012 in accordance with the                        namely Casino Guichard-Perrachon and its subsidiaries within
requirements of Article L. 225-102-1 of the French Commercial                 the meaning of Article L. 233-1 and the controlled entities within
Code (Code de commerce).                                                      the meaning of Article L. 233-3 of the French Commercial Code
                                                                              (Code de commerce), within the limits set out in the chapter
                                                                              “Scope of reporting” of the management report.
Management’s Responsibility
                                                                          I   In the event of the omission of certain consolidated Information,
The Board of Directors is responsible for the preparation of                  we verified that an appropriate explanation was given in
the management report including the consolidated social,                      accordance with Decree no. 2012-557 dated 24 April 2012.
environmental and societal information (the “Information”) in
                                                                          On the basis of our work, we attest that the required Information
accordance with the requirements of Article R. 225-105-1 of
                                                                          is presented in the management report.
the French Commercial Code (Code de commerce), presented
as required by the entity’s internal reporting standards (the
“Guidelines”) and a summary(1) of which is provided in the French         2. Limited assurance report
management report (chapter “Scope of reporting”).
                                                                          NATURE AND SCOPE OF THE WORK
Our Independence and Quality Control                                      We conducted our engagement in accordance with ISAE 3000
                                                                          (International Standard on Assurance Engagements) and French
Our independence is defined by regulatory requirements, the Code
                                                                          professional guidance. We performed the following procedures to
of Ethics of our profession (Code de déontologie) and Article L.
                                                                          obtain a limited assurance that nothing has come to our attention
822-11 of the French Commercial Code (Code de commerce).
                                                                          that causes us to believe that the other Information presented is
In addition, we maintain a comprehensive system of quality
                                                                          not fairly presented, in all material respects, in accordance with
control including documented policies and procedures to ensure
                                                                          the Guidelines. A higher level of assurance (reasonable) would
compliance with ethical requirements, professional standards and
                                                                          have required more extensive review.
applicable legal and regulatory requirements.
                                                                          Our work consisted in the following:

Independent verifier’s responsibility                                     I   We assessed the appropriateness of the Guidelines as regards
                                                                              their relevance, completeness, neutrality, clarity and reliability.
It is our role, on the basis of our work:
                                                                          I   We verified that Casino Guichard-Perrachon had set up a process
I   to attest whether the required Information is presented in the            for the collection, compilation, processing and control of the
    management report of the Board or, if not presented, whether              Information to ensure its completeness and consistency. We
    an appropriate explanation is given in accordance with the third          examined the internal control and risk management procedures
    paragraph of Article R. 225-105 of the French Commercial Code             relating to the preparation of the Information. We conducted
    (Code de commerce) and Decree no. 2012-557 dated 24 April                 interviews with those responsible for social and environmental
    2012 (Attestation of presence);                                           reporting.




(1) The full version of the methodology note (“Note méthodologique du reporting RSE”) is available, in French, at the following address:
       p        g p                      g g
    http://www.groupe-casino.fr/fr/Nos-engagements.html.


                                                                                                  REGISTRATION DOCUMENT 2012 / CASINO GROUP / 63
2   Presentation
    of the Casino Group
                             MANAGEMENT
                             REPORT
                                                   Consolidated
                                                   financial statements
                                                                              Parent company
                                                                              financial statements

    2.8. Environmental and Employment Report – Corporate Social Responsibility (CSR)
                                                                                                         Corporate
                                                                                                         governance
                                                                                                                           General
                                                                                                                           Meeting
                                                                                                                                            Additional
                                                                                                                                            information




    I   We selected the consolidated Information to be tested(2) and              I   As regards the other consolidated information published, we
        determined the nature and scope of the tests, taking into                     assessed its fairness and consistency in relation to our knowledge
        consideration their importance with respect to the social and                 of Casino Guichard-Perrachon and, where applicable, through
        environmental consequences related to the Group’s business                    interviews or the consultation of documentary sources.
        and characteristics, as well as its societal commitments.                 I   Finally, we assessed the relevance of the explanations given in
        - Concerning the quantitative consolidated information that we                the event of the absence of certain information.
          deemed to be the most important:
          at the level of the consolidating entity and the controlled             Comments on the Information
          entities, we implemented analytical procedures and, based
          on sampling, verified the calculations and the consolidation            We would like to call attention to the following comments on the
          of this information;                                                    Guidelines and Information:
          at the level of the entities Casino France and Grupo Exito              I   Concerning the social indicators related to absenteeism, training
          (Colombia), we conducted interviews to verify that the                      and the number of employees, the lack of accuracy in their
          procedures were correctly applied. For Casino France, we                    definition can lead to heterogeneities in interpretation between
          also performed tests of detail based on sampling, consisting                French and other Group entities. It should further clarify these
          in verifying the calculations made and reconciling the data with            definitions in the Guidelines to ensure a better harmonization of
          the supporting documents.                                                   reporting practices between Group entities.
              The sample thus selected represents on average 25% of the
                                                                                  I   Concerning the environmental indicators, the Group has not
              workforce and between 22% and 45% of the quantitative
                                                                                      been able to accurately determine the final coverage of the sites
              environmental information tested.
                                                                                      included in the consolidation scope of the international entities.
        - Concerning the qualitative consolidated information that we
          deemed to be the most important, we conducted interviews
          and reviewed the related documentary sources in order to                Conclusion
          corroborate this information and assess its fairness. Concerning
                                                                                  Based on our work described in this report, nothing has come
          fair trade practices, interviews were only conducted at
                                                                                  to our attention that causes us to believe that the Information is
          consolidated entity level.
                                                                                  not fairly presented, in all material respects, in accordance with
                                                                                  the Guidelines.



                                                             Paris-La Défense, 1 March 2013
                                                                 The Independent Verifier
                                                              ERNST & YOUNG et Associés
                                               Environment and Sustainable Development Department
                                                                French original signed by:
                                                                          Éric Mugnier




    (2)Here is the list of analyzed stakes:
    - social: employment, work organization and management, health & safety, training and diversity, equal opportunities and equal treatment;
    - environmental: overall environmental policy, pollution and waste management, sustainable use of resources, climate change and biodiversity protection;
    - societal: territorial, economic and social impact of the Company, suppliers and subcontractors.


    64 / CASINO GROUP / REGISTRATION DOCUMENT 2012
Presentation
of the Casino Group
                        MANAGEMENT
                        REPORT
                                          Consolidated
                                          financial statements
                                                                  Parent company
                                                                  financial statements
                                                                                         Corporate
                                                                                         governance
                                                                                                         General
                                                                                                         Meeting

                                         2.8. Environmental and Employment Report – Corporate Social Responsibility (CSR)
                                                                                                                         Additional
                                                                                                                         information
                                                                                                                                           2
2.8.9. TABLE OF CORRESPONDANCE IN ACCORDANCE WITH ARTICLE 225 OF THE GRENELLE 2 LAW

 SOCIAL INFORMATION
                                                                                                                         pages 50-53
 Working practices                                                                                                       pages 52-53
 Social dialogue                                                                                                             page 50
 Health & safety                                                                                                             page 54
 Training                                                                                                                    page 53
 Equal treatment                                                                                                     pages 50-51-52
 Promotion and respect of the fundamental principles of the ILO                                                    pages 48-50-51-56
 ENVIRONMENTAL INFORMATION
 General environmental policy                                                                                            pages 57-58
 Pollution and waste management                                                                               pages 55-56-59-60-61
 Sustainable use of resources                                                                                        pages 55-56-60
 Climate change                                                                                                          pages 58-59
 Biodiversity protection                                                                                                 pages 60-61
 INFORMATION RELATED TO SOCIETAL COMMITMENTS ON SUSTAINABLE DEVELOPMENT
 Territorial, economic and social impact of the Company                                                                  pages 61-62
 Relations with stakeholders                                                                                             pages 48-49
 Subcontractors and suppliers                                                                                            pages 56-57
 Fair trade practices                                                                                                pages 54-55-62
 Other actions to promote human rights                                                                                   pages 56-57




                                                                                          REGISTRATION DOCUMENT 2012 / CASINO GROUP / 65
2   Presentation
    of the Casino Group
                            MANAGEMENT
                            REPORT
                                                Consolidated
                                                financial statements

    2.9. Employee profit-sharing and incentive plans
                                                                           Parent company
                                                                           financial statements
                                                                                                     Corporate
                                                                                                     governance
                                                                                                                   General
                                                                                                                   Meeting
                                                                                                                                   Additional
                                                                                                                                   information




    2.9. EMPLOYEE PROFIT-SHARING AND INCENTIVE PLANS

    2.9.1. PROFIT-SHARING PLAN
    An initial profit-sharing agreement was signed on 30 December             A new agreement was signed on 16 March 1998. There was no
    1969 as required by the French Labour Code (Code du travail),             change to the method of calculating and distributing the profit-
    and adopted by each Group company.                                        sharing reserves, but the structure of the Employee Savings Plan
                                                                              was altered through the creation of several different investment
    Given the Group’s diversification since then and the inter-
                                                                              funds. On 29 June 2000, a supplemental agreement was signed in
    relationship between its various business activities (retailing,
                                                                              order to neutralise the impact on calculation of 2000 profit-sharing
    production, foodservice, etc.), a new Group-wide profit-sharing
                                                                              (restatement of shareholders’ equity) of restructuring operations
    agreement was adopted on 16 September 1988 at the request
                                                                              carried out on 1 July 2000 but retroactive to 1 January 2000. A
    of the trade unions, covering all French subsidiaries except
                                                                              further supplemental agreement was signed on 26 June 2001,
    Franprix-Leader Price, Monoprix and Banque du Groupe Casino.
                                                                              which altered the method of calculating the Group’s profit-sharing
    Under this agreement, each Group company established a special            reserve. It is now computed as a function of the previous year’s
    profit-sharing reserve based on its own individual results. These         reserve and the change in trading profit, but may not in any
    reserves were then aggregated and the total amounts distributed           event be less than the cumulated legal reserves computed on a
    to all employees in proportion to their salaries, within the maximum      company-by-company basis.
    limit permitted by law.


    2.9.2. INCENTIVE PLAN
    A new Group-wide incentive plan for all French subsidiaries (except       The local component is a direct function of the results of each
    Franprix-Leader Price, Monoprix and Banque du Groupe Casino)              local operating unit, and is allocated entirely in proportion to
    has been set up covering 2010, 2011 and 2012.                             annual salary.
    The plan still combines a Group incentive with a local incentive.         Incentive plan payments are made no later than 15 May each year.
    The Group component is calculated on the basis of consolidated            The aggregate Group and local incentive payment may not exceed
    trading profit (before discretionary and non-discretionary profit-        30% of the Group’s share in consolidated net profit after tax of
    sharing) of the companies concerned less the remuneration of              the companies concerned.
    capital employed. 80% is allocated in proportion to annual salary
                                                                              A new incentive agreement is being negotiated for 2013, 2014
    and 20% in proportion to length of service.
                                                                              and 2015.


    2.9.3. PROFIT SHARING AND INCENTIVE PLAN PAYMENTS

    Profit-sharing and incentive plan payments for the last five years are as follows (in € thousands):


     (€ thousands)                                                              Profit-sharing plan           Incentive plan                T
                                                                                                                                           Total
     2007                                                                                 24,317.0                26,572.3             50,889.3
     2008                                                                                 23,126.0                22,213.5             45,339.5
     2009                                                                                 20,448.4                14,474.4             35,922.8
     2010                                                                                 19,294.8                12,280.3             31,575.1
     2011                                                                                 18,198.5                11,897.6             30,096.1




    66 / CASINO GROUP   REGISTRATION DOCUMENT 2012
Presentation
of the Casino Group
                      MANAGEMENT
                      REPORT
                                          Consolidated
                                          financial statements
                                                                     Parent company
                                                                     financial statements
                                                                                            Corporate
                                                                                            governance
                                                                                                             General
                                                                                                             Meeting
                                                                                                                             Additional
                                                                                                                             information

                                                                                   2.9. Employee profit-sharing and incentive plans
                                                                                                                                               2
2.9.4. EMPLOYEE STOCK OPTIONS
Casino introduced its first Group employee stock option plan in         In December 1987, all employees with managerial grade and a
1973. Since then, many plans have been implemented for officers         minimum of one year’s service were granted options to purchase
and employees of the Group. In 1991, for example, options to            existing shares representing 10%, 20%, 30% or 40% of their
purchase new shares were granted to the entire workforce (over          annual salary, depending on their grade. Since then and through
2.2 million options granted to 27,375 beneficiaries), under a plan      2009, options to purchase existing or new shares based on the
that expired in 1997.                                                   same principles have been granted in December of each year to
                                                                        new managers who have completed one year’s service with the
                                                                        Group, and the number of options held by managers promoted
                                                                        to a higher grade has been adjusted.


2.9.5. OPTIONS TO PURCHASE NEW SHARES

Details of current stock options exercisable for new shares are given on page 35.


2.9.6. OPTIONS TO PURCHASE EXISTING SHARES

There were no stock options exercisable for existing shares outstanding at 31 January 2013.
Stock options granted to and exercised by the top ten grantees in 2012 were as follows:


                                                                                 T
                                                                                 Total number of options        Weighted average price
 Options granted                                                                                   None                                    -
 Options exercised                                                                                5,531                            €50.75



2.9.7. SHARE GRANTS
Since 2005, the Company has made restricted share grants                Details of current stock options exercisable for new shares are
to employees, contingent upon the achievement of certain                given on page 36.
performance criteria and/or continued presence.


2.9.8. EMPLOYEE SHARE OWNERSHIP
Two employee share ownership plans with corporate mutual funds          The 2005 plan expired in 2010.
were set up in December 2005 and December 2008 respectively,
                                                                        800,000 shares were issued to the 2008 Emily 2 plan at a price
to strengthen the relationship between Casino and its employees
                                                                        of €46.18.
by giving them a greater vested interest in the Group’s future
development and performance.                                            On 31 January 2013, Group employees owned 1,961,827 shares
                                                                        representing 1.74% of the capital and 2.09% of voting rights
These leveraged, capital guaranteed ESOPs are open to all
                                                                        through the various employee share ownership plans and their
employees of the Group in France who are members of a Casino
                                                                        mutual funds.
corporate savings plan.




                                                                                              REGISTRATION DOCUMENT 2012 / CASINO GROUP / 67
2   Presentation
    of the Casino Group
                           MANAGEMENT
                           REPORT
                                                Consolidated
                                                financial statements
                                                                       Parent company
                                                                       financial statements
                                                                                              Corporate
                                                                                              governance
                                                                                                           General
                                                                                                           Meeting
                                                                                                                     Additional
                                                                                                                     information




    68 / CASINO GROUP / REGISTRATION DOCUMENT 2012
                                                                                             Presentation of the Casino Group
                                                                                                          Management report

                                                                                   Consolidated financial statements
                                                                                          Parent company financial statements
                                                                                                       Corporate governance
                                                                                                             General Meeting
                                                                                                       Additional information




    CONSOLIDATED
FINANCIAL STATEMENTS
  3.1. STATUTORY AUDITORS’ REPORT
       ON THE CONSOLIDATED FINANCIAL STATEMENTS ..............................................70

  3.2. CONSOLIDATED FINANCIAL STATEMENTS ...........................................................71

  3.3. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS ...................................78
3   Presentation
    of the Casino Group
                             Management
                             report
                                                CONSOLIDATED
                                                FINANCIAL STATEMENTS

    3.1. Statutory Auditors’ Report on the consolidated financial statements
                                                                                Parent company
                                                                                financial statements
                                                                                                       Corporate
                                                                                                       governance
                                                                                                                       General
                                                                                                                       Meeting
                                                                                                                                      Additional
                                                                                                                                      information




    3.1. STATUTORY AUDITORS’ REPORT ON THE CONSOLIDATED FINANCIAL
         STATEMENTS

    This is a free translation into English of the Statutory Auditors’ report issued in the French language and is provided solely for the
    convenience 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 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 consolidated financial statements taken as a whole and not to provide separate
    assurance on individual account captions or on information taken outside the consolidated financial statements.
                                                                                                                                      d
    This report, should be read in conjunction with, and is construed in accordance with French law and professional auditing standards
    applicable in France.
    To the Shareholders,
    In compliance with the assignment entrusted to us by your shareholders’ meeting, we hereby report to you, for the year ended December
    31, 2012, on:
    I the audit of the accompanying consolidated financial statements of Casino, Guichard-Perrachon;

    I the justification of our assessments;

    I the specific verification required by French law.

    These consolidated financial statements have been approved the Board of Directors. Our role is to express an opinion on these
    consolidated financial statements based on our audit.

    I. Opinion on the consolidated financial                                     Lastly, we assessed that the notes to the financial statements
                                                                                 included appropriate disclosures in the notes to financial
       statements                                                                statements.
    We conducted our audit in accordance with professional                       I Note 2.2 of the consolidated financial statements describes
    standards applicable in France; those standards require that                   the accounting treatment related to the consolidation method
    we plan and perform the audit to obtain reasonable assurance                   applied to Mercialys and its classification as “assets held for
    about whether the consolidated financial statements are free of                sale” in the accounts as of December 31, 2012. We reviewed
    material misstatement. An audit involves performing procedures,                the factual and legal elements existing between the Group and
    using sampling techniques or other methods of selection, to                    Mercialys that justify the appropriateness of the accounting
    obtain audit evidence about the amounts and disclosures in                     treatment used by the Group as of December 31, 2012. Our
    the consolidated financial statements. An audit also includes                  work consisted also in verifying the adequate classification of
    evaluating the appropriateness of accounting policies used and                 assets and liabilities of Mercialys in applying IFRS 5 standard
    the reasonableness of accounting estimates made, as well as the                “Non-current assets held for sale and discontinued operations”
    overall presentation of the consolidated financial statements. We              and the appropriateness of information provided in note 11.2 of
    believe that the audit evidence we have obtained is sufficient and             the consolidated financial statements.
    appropriate to provide a basis for our audit opinion.
    In our opinion, the consolidated financial statements give a true            Estimates
    and fair view of the assets and liabilities and of the financial position    The Group is required to make estimates and assumptions as
    of the Group as at December 31, 2012 and of the results of its               regards impairment tests of goodwill and other non current assets
    operations for the year then ended in accordance with International          (notes 1.4.12 and 17). The recoverable value of non current assets
    Financial Reporting Standards as adopted by the European Union.              is estimated using cash flow and earnings projections and other
                                                                                 information contained in the Group’s long-range business plans
    II. Justification of assessments                                             approved by the management and, for GPA, its market value at
                                                                                 closing date.
    In accordance with the requirements of article L. 823-9 of the               We examined the consistency of assumptions, the data underlined
    French Commercial Code (Code de Commerce) relating to the                    to these ones and available documentation. Based on those, we
    justification of our assessments, we bring to your attention the             assessed the reasonableness of the Group’s evaluations.
    following matters:
                                                                                 These assessments were made as part of our audit of the
    Scope operations                                                             consolidated financial statements taken as a whole and, therefore,
                                                                                 contributed to our audit opinion expressed in the first part of
    I   Note 3.3 of the consolidated financial statements describes              this report.
        the accounting treatment related to GPA takeover. Our work
        consisted in assessing the data and the assumptions on
        which were evaluated Group’s estimates of assets acquired                III. Specific verification
        and liabilities and contingent liabilities assumed and of goodwill
                                                                                 As required by law we have also verified in accordance with
        recognized, as well as the revaluation in profit & loss account of
                                                                                 professional standards applicable in France the information
        the interest owned previously by the Group. We also analyzed
                                                                                 presented in the Group’s management report.
        the calculations performed by the Group and the accounting
        treatment applied.                                                       We have no matters to report as to its fair presentation and its
                                                                                 consistency with the consolidated financial statements.

                                                      Neuilly-sur-Seine and Lyon, March 1, 2013
                                                                 The Statutory Auditors

                              Deloitte & Associés                                                           Y
                                                                                                    Ernst & Young et Autres
               Gérard Badin                 Antoine de Riedmatten                        Sylvain Lauria              Daniel Mary-Dauphin

    70 / CASINO GROUP / REGISTRATION DOCUMENT 2012
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                         Management
                         report
                                             CONSOLIDATED
                                             FINANCIAL STATEMENTS
                                                                    Parent company
                                                                    financial statements
                                                                                           Corporate
                                                                                           governance
                                                                                                            General
                                                                                                            Meeting
                                                                                                                           Additional
                                                                                                                           information

                                                                                           3.2. Consolidated financial statements
                                                                                                                                            3
3.2. CONSOLIDATED FINANCIAL STATEMENTS

3.2.1. CONSOLIDATED INCOME STATEMENT
              For the years ended 31 December 2012 and 2011



 € millions                                                                                 Notes              2012               2011
 CONTINUING OPERATIONS
 Net sales                                                                                     6.1           41,971             34,361
 Cost of goods sold                                                                            6.2          (31,126)          (25,407)
 Gross profit                                                                                                10,844              8,954
 Other income                                                                                  6.1              322                375
 Selling expenses                                                                              6.3           (7,478)            (6,388)
 General and administrative expenses                                                           6.3           (1,686)            (1,393)
 T
 Trading profit                                                                                 5.1            2,002              1,548
 as a % of sales                                                                                                 4.8                4.5
 Other operating income                                                                          7            1,078                269
 Other operating expense                                                                         7             (701)              (426)
 Operating profit                                                                                              2,379              1,391
 as a % of sales                                                                                                 5.7                4.0
 Income from cash and cash equivalents                                                                          152                 84
 Finance costs                                                                                                 (670)              (556)
 Finance costs, net                                                                            8.1             (519)              (472)
 Other financial income                                                                        8.2              177                260
 Other financial expense                                                                       8.2             (157)              (192)
 Profit before tax                                                                                             1,880                987
 as a % of sales                                                                                                 4.5               2.9
 Income tax expense                                                                              9             (323)              (228)
 Share of profits of associates                                                                10                (21)               (7)
 Profit from continuing operations                                                                             1,535                751
 as a % of sales                                                                                                 3.7               2.2
 attributable to owners of the parent                                                                         1,065                577
 attributable to non-controlling interests                                                                      470                174
 DISCONTINUED OPERATIONS
 Net profit/(loss) from discontinued operations                                                 11                 (2)               (9)
 attributable to owners of the parent                                                                             (2)               (9)
 attributable to non-controlling interests                                                                          -                 -
 CONTINUING AND DISCONTINUED OPERATIONS
 T
 Total net profit                                                                                              1,533                742
 attributable to owners of the parent                                                                         1,062                568
 attributable to non-controlling interests                                                                      470                174


Earnings per share

 In €                                                                                       Notes              2012               2011
 From continuing operations attributable to owners of the parent                               12
        Basic earnings per share                                                                                9.44              5.08
        Diluted earnings per share                                                                              9.41              5.05
 From continuing and discontinued operations attributable to owners of the parent              12
        Basic earnings per share                                                                                9.42              4.99
        Diluted earnings per share                                                                              9.39              4.97

                                                                                           REGISTRATION DOCUMENT 2012 / CASINO GROUP / 71
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                            report

    3.2. Consolidated financial statements
                                                 CONSOLIDATED
                                                 FINANCIAL STATEMENTS
                                                                        Parent company
                                                                        financial statements
                                                                                               Corporate
                                                                                               governance
                                                                                                            General
                                                                                                            Meeting
                                                                                                                      Additional
                                                                                                                      information




    3.2.2. CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
     € millions                                                                                               2012          2011
     Net profit for the period                                                                                1,533           742
     Available-for-sale financial assets                                                                         2            (3)
     Cash flow hedges                                                                                          (11)            9
     Net investment hedge                                                                                      (47)             -
     Exchange differences on translating foreign operations                                                   (741)         (366)
     Actuarial gains and losses                                                                                (43)           (4)
     Tax effect on income and expense recognised directly in equity                                             35            (1)
     Income and expense recognised directly in equity, net of tax                                             (805)         (365)
     TOTAL COMPREHENSIVE INCOME FOR THE PERIOD                                                                 728           377
     Attributable to owners of the parent                                                                      594           191
     Attributable to non-controlling interests                                                                 134           187


    Movements in the period are presented in note 25.3.




    72 / CASINO GROUP / REGISTRATION DOCUMENT 2012
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                                           CONSOLIDATED
                                           FINANCIAL STATEMENTS
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                                                                                            Corporate
                                                                                            governance
                                                                                                             General
                                                                                                             Meeting
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                                                                                                                            information

                                                                                            3.2. Consolidated financial statements
                                                                                                                                             3
3.2.3. CONSOLIDATED BALANCE SHEET
              For the years ended 31 December 2012 and 2011


ASSETS

 € millions                                                                                  Notes              2012               2011
 Goodwill                                                                                        13           10,380              7,955
 Intangible assets                                                                               14             4,211             1,211
 Property, plant and equipment                                                                   15             8,681             6,663
 Investment property                                                                             16               537             1,613
 Investments in associates                                                                       18               260               164
 Other non-current assets                                                                        20             1,837               658
 Non-current hedging instruments                                                                 32               246               129
 Deferred tax assets                                                                              9               671               377
 T
 Total non-current assets                                                                                     26,823             18,770
 Inventories                                                                                     21             4,727             3,381
 Trade receivables                                                                               22             1,734             1,869
 Other assets                                                                                    23             1,575             1,693
 Current tax receivables                                                                                           49                63
 Current hedging instruments                                                                     32               139                75
 Cash and cash equivalents                                                                       24             6,303             3,901
 Non-current assets held for sale                                                                11             1,461                20
 Total current assets
 T                                                                                                            15,990             11,002
 TOTAL ASSETS                                                                                                  42,813            29,772



EQUITY AND LIABILITIES

 € millions                                                                                  Notes              2012               2011
 Share capital                                                                                                    172               169
 Additional paid-in capital, treasury shares and retained earnings                                              6,272             6,041
 Profit attributable to owners of the parent                                                                    1,062               568
 Equity attributable to owners of the parent                                                                    7,507             6,779
 Non-controlling interests in reserves                                                                          7,223             2,430
 Non-controlling interests in profit for the period                                                               470               174
 Equity attributable to non-controlling interests                                                               7,694             2,604
 Total equity
 T                                                                                               25           15,201              9,383
 Provisions                                                                                      27               762               345
 Non-current financial liabilities                                                               29             9,394             6,423
 Other non-current liabilities                                                                   30               900               453
 Deferred tax liabilities                                                                         9             1,366               697
 T
 Total non-current liabilities                                                                                12,422              7,918
 Provisions                                                                                      27               275               188
 Trade payables                                                                                                 6,655             5,400
 Current financial liabilities                                                                   29             2,786             3,167
 Current taxes payable                                                                                            118                61
 Other current liabilities                                                                       30             4,260             3,656
 Liabilities associated with non-current assets held for sale                                    11             1,095                  -
 T
 Total current liabilities                                                                                    15,190             12,472
 TOTAL EQUITY AND LIABILITIES                                                                                  42,813            29,772



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    3.2. Consolidated financial statements
                                             CONSOLIDATED
                                             FINANCIAL STATEMENTS
                                                                          Parent company
                                                                          financial statements
                                                                                                  Corporate
                                                                                                  governance
                                                                                                               General
                                                                                                               Meeting
                                                                                                                             Additional
                                                                                                                             information




    3.2.4. CONSOLIDATED STATEMENT OF CASH FLOWS
                  For the years ended 31 December 2012 and 2011


     € millions                                                                                                   2012             2011
     Net profit attributable to owners of the parent                                                             1,062              568
     Net profit attributable to non-controlling interests                                                          470              174
     Profit for the period                                                                                        1,533              742
     Depreciation, amortisation and provision expense                                                            1,119              719
     Unrealised (gains)/losses arising from changes in fair value                                                   (51)             (97)
     (Income)/expenses on share-based payment plans                                                                  20               15
     Other non-cash items                                                                                         (909)             143
     Depreciation, amortisation, provisions and other non-cash items                                               178              780
     (Gains)/losses on disposal of non-current assets                                                               (90)           (118)
     (Gains)/losses due to changes in percentage ownership of subsidiaries resulting in the loss
     of control or of other investments not resulting in the gain of control                                         (7)              1
     Share of profits of associates                                                                                 21                7
     Dividends received from associates                                                                               3               4
     Cash flow                                                                                                    1,639            1,416
     Finance costs, net (excluding changes in fair value and amortisation)                                         492              454
     Current and deferred tax expenses                                                                             322              224
     Cash flow before net finance costs and tax                                                                    2,453            2,095
     Income tax paid                                                                                              (291)            (227)
     Change in operating working capital (note 4.1)                                                                194               54
     Net cash from operating activities                                                                          2,357            1,922
     Outflows of acquisitions:
          property, plant and equipment, intangible assets and investment property                              (1,394)          (1,139)
          non-current financial assets                                                                            (130)              (94)
     Inflows of disposals:
          property, plant and equipment, intangible assets and investment property                                 282              324
          non-current financial assets                                                                               6               16
     Effect of changes in scope of consolidation resulting in the gain or loss of control (note 4.2)             1,266             (759)
     Effect of changes in scope of consolidation related to joint ventures and associated companies
     (note 4.3)                                                                                                     (26)           (504)
     Effect of Mercialys loss of control process (see note 2.2)                                                     137                -
     Change in loans granted                                                                                         44              39
     Net cash used by investing activities                                                                           94          (2,117)
     Dividends paid:
          to owners of the parent (note 25.4)                                                                     (205)            (308)
          to owners of non-controlling interests                                                                  (610)              (99)
          to holders of deeply-subordinated perpetual bonds (TSSDI)                                                  (20)            (26)
     Increase/(decrease) in the parent's share capital                                                                   -             6
     Other transactions with owners of non-controlling interests (note 4.4)                                         400              300
     Proceeds received from the exercise of stock options                                                               5              4
     (Purchases)/sales of treasury shares                                                                              (6)           (49)
     Additions to debt                                                                                           2,909            3,186
     Repayments of debt                                                                                         (1,574)          (1,420)
     Interest paid, net                                                                                           (541)            (396)
     Net cash from/(used) by financing activities                                                                    360           1,197
     Effect of changes in foreign currency translation adjustments                                                (153)            (153)
     CHANGE IN CASH AND CASH EQUIVALENTS                                                                          2,658              848
     Cash and cash equivalents at beginning of period                                                            3,346            2,497
          cash and cash equivalents related to non-current assets held for sale (note 11)                                -              -
     Reported cash and cash equivalents at beginning of period (see note 24)                                     3,346            2,497
     Cash and cash equivalents at end of period                                                                  6,004            3,346
          cash and cash equivalents related to non-current assets held for sale (note 11)                          (204)                -
     REPORTED CASH AND CASH EQUIVALENTS AT END OF PERIOD (NOTE 24)                                                5,799            3,346




    74 / CASINO GROUP / REGISTRATION DOCUMENT 2012
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                                   CONSOLIDATED
                                   FINANCIAL STATEMENTS
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                                                                                 governance
                                                                                                  General
                                                                                                  Meeting
                                                                                                                 Additional
                                                                                                                 information

                                                                                 3.2. Consolidated financial statements
                                                                                                                                  3




                                                                                 REGISTRATION DOCUMENT 2012 / CASINO GROUP / 75
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    3.2. Consolidated financial statements
                                                        CONSOLIDATED
                                                        FINANCIAL STATEMENTS
                                                                                              Parent company
                                                                                              financial statements
                                                                                                                              Corporate
                                                                                                                              governance
                                                                                                                                                   General
                                                                                                                                                   Meeting
                                                                                                                                                                       Additional
                                                                                                                                                                       information




    3.2.5. CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
                                                                                                                                                   Retained
                                                                                                                                                   earnings              Deeply
                                                                                                              Additional                          and profit         subordinated
                                                                                                  Share         paid-in         Treasury
                                                                                                                                T                    for the           perpetual
     (€ millions before appropriation of profit)                                                  capital       capital(1)         shares             period               bonds
     AT 1 JANUARY 2011                                                                               169            3,980                 -             1,422                    600
     Income and expense recognised directly in equity                                                    -                -               -                   -                      -
     Net profit for the period                                                                           -                -               -               568                        -
     T
     Total comprehensive income                                                                          -                -               -               568                        -
     Issue of share capital(3)                                                                         (1)             (30)             37                    -                      -
     Issue expenses                                                                                      -                -               -                   -                      -
                                                        (4)
     Purchases and sales of treasury shares                                                              -                -           (36)                  (8)                      -
     Dividends paid(5)                                                                                   -                -               -              (308)                       -
     Dividends payable to deeply subordinated perpetual bond holders                                     -                -               -                (19)                      -
     Share-based payments                                                                                -                -               -                 15                       -
     Changes in percentage interest not resulting in the gain or loss
     of control of subsidiaries(6)                                                                       -                -               -                (95)                      -
     Change in percentage interest resulting in the gain or loss of control
     of subsidiaries(7)                                                                                  -                -               -                   -                      -
     Other movements(8)                                                                                  -                -               -                 (2)                      -
     AT 31 DECEMBER 2011                                                                             169            3,951                 -             1,574                    600
     Income and expense recognised directly in equity                                                    -                -               -                   -                      -
     Net profit for the period                                                                           -                -               -             1,062                        -
     T
     Total comprehensive income                                                                          -                -               -             1,062                        -
     Issue of share capital(9)                                                                           3            124                 -                   -                      -
     Issue expenses                                                                                      -                -               -                   -                      -
                                                        (4)
     Purchases and sales of treasury shares                                                              -                -             (4)                   -                      -
     Dividends paid(5)                                                                                   -                -               -              (332)                       -
     Dividends payable to deeply subordinated perpetual bond holders
     and owners of non-controlling interests in GPA(10)                                                  -                -               -                 (9)                      -
     Share-based payments                                                                                -                -               -                   9                      -
     Changes in percentage interest not resulting in the gain or loss
     of control of subsidiaries(11)                                                                      -                -               -               350                        -
     Change in percentage interest resulting in the gain or loss of control
     of subsidiaries(12)                                                                                 -                -               -                   -                      -
     Other movements                                                                                     -                -               -                 (7)                      -
     AT 31 DECEMBER 2012                                                                             172            4,075               (4)             2,647                    600
     (1)  Additional paid-in capital: premiums on shares issued for cash or in connection with mergers or acquisitions, and statutory reserves.
     (2)  Attributable to the shareholders of Casino, Guichard-Perrachon.
     (3)  Primarily corresponding to the capital reduction described in note 25.1 following the cancellation of a portion of the treasury shares purchased in 2011.
     (4)  Corresponds to movements in treasury shares during the period held under the shareholder-approved buyback programme and in connection with the liquidity
          contract.
     (5) Dividends paid by Casino, Guichard-Perrachon for 2010 and 2011, amounting to €308 million and €332 million respectively (see note 25.4). Dividends paid to
          owners of non-controlling interests in 2012 concerned Mercialys €540 million vs. €58 million in 2011, (see note 2.2), Exito (€38 million vs. €18 million in 2011),
          Big C Thailand €15 million vs. €15 million in 2011 and GPA €13 million in 2012.
     (6) The negative amount of €95 million included in equity attributable to owners of the parent in 2011 was primarily due to the sale of the Group’s interests in Disco
          and Devoto to Exito financed by a capital increase of €44 million, the purchase of non-controlling interests in Cdiscount for €30 million as well as €18 million
          related to the Franprix-Leader Price sub-group. The negative amount of €27 million included in equity attributable to non-controlling interests in 2011 was primarily
          due to the elimination of non-controlling interests arising from the recognition in financial liabilities of the put options following acquisitions of controlling interests
          by the Franprix-Leader Price sub-group.
     (7) The amount of €98 million presented in equity attributable to non-controlling interests in 2011 corresponded mainly to the recognition of non-controlling interests
          following acquisitions of controlling interests by the Franprix-Leader Price sub-group for €38 million and the acquisition of an additional interest in GPA for
          €65 million.
     (8) Corresponds to the capital increase net of expenses made by Exito.
     (9) Corresponds primarily to the stock dividend paid by the Company in respect of 2011 (see notes 25.1 and 25.4).
     (10) See note 25.4 for dividends paid to holders of deeply subordinated perpetual bonds.
     (11) The positive impact of €81 million arises mainly from (i) transactions with owners of non-controlling interests in GPA after gaining control €(180) million (including
          €(407) million in respect of the two put options – see note 3.3) and (ii) the decrease in the Group’s percentage interest in Big C Thailand +€208 million – (see
          note 3.2) and Mercialys +€59 million including €49 million related to disposals made as part of the loss of control process – (see note 2.2).
     (12) Corresponds to the recognition of non-controlling interests after gaining control of GPA €5,844 million – (see note 3.3).




    76 / CASINO GROUP / REGISTRATION DOCUMENT 2012
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                                                                financial statements
                                                                                        Corporate
                                                                                        governance
                                                                                                        General
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                                                                                       3.2. Consolidated financial statements
                                                                                                                                        3

                                                                                             Equity          Equity
                                                                                       attributable    attributable
                                                        Actuarial    Available-for-     to owners           to non-
    Cash flow          Net investment     Translation
                                         T             gains and     sale financial           of the     controlling
      hedges                   hedge    adjustments       losses            assets         parent(2)      interests    T
                                                                                                                       Total equity
            (5)                    -            855           (10)               18          7,031            2,019          9,050
             5                     -           (379)           (2)               (2)          (377)               13          (365)
              -                    -               -             -                 -           568             174             742
             5                     -           (379)           (2)               (2)           191             187             377
              -                    -               -             -                 -              6                -             6
              -                    -               -             -                 -               -               -              -
              -                    -               -             -                 -            (45)               -           (45)
              -                    -               -             -                 -          (308)             (99)          (407)
              -                    -               -             -                 -            (19)               -           (19)
              -                    -               -             -                 -             15                -            15

              -                    -               -             -                 -            (95)            (27)          (122)

              -                    -               -             -                 -               -              98            98
             4                     -               -             -                 -              2            426             428
             5                     -            476           (11)               15          6,779            2,604          9,383
            (7)                 (31)           (405)          (27)                2           (468)           (337)           (805)
              -                    -               -             -                 -         1,062             470           1,533
            (7)                 (31)           (405)          (27)                2            594             134             728
              -                    -               -             -                 -           127                 -           127
              -                    -               -             -                 -               -               -              -
              -                    -               -             -                 -             (4)               -            (4)
              -                    -               -             -                 -          (332)           (610)           (942)

              -                    -               -             -                 -             (9)            (39)           (48)
              -                    -               -             -                 -              9               10            19

              -                    -               -             -                 -           350            (269)             81

              -                    -               -             -                 -               -         5,861           5,861
             1                     -               -             -                 -             (6)               2            (4)
            (2)                 (31)             71           (39)               17          7,507            7,694         15,201




                                                                                       REGISTRATION DOCUMENT 2012 / CASINO GROUP / 77
3   Presentation
    of the Casino Group
                           Management
                           report
                                             CONSOLIDATED
                                             FINANCIAL STATEMENTS

    3.3. Notes to the consolidated financial statements
                                                                          Parent company
                                                                          financial statements
                                                                                                   Corporate
                                                                                                   governance
                                                                                                                    General
                                                                                                                    Meeting
                                                                                                                                     Additional
                                                                                                                                     information




    3.3. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

    REPORTING ENTITY
                                               i
    Casino, Guichard-Perrachon is a French société anonyme listed          The consolidated financial statements for the year ended
    on compartment A of NYSE Euronext Paris. In these notes, the           31 December 2012 reflect the accounting situation of the
    Company and its subsidiaries are referred to as “the Group”,           Company, its subsidiaries and jointly-controlled companies, as
    “Casino” or “the Casino Group”. The Company’s registered office        well as the Group’s interests in associates.
    is at 1, Esplanade de France, 42008 Saint-Étienne.
                                                                           The 2012 consolidated financial statements of Casino, Guichard-
                                                                           Perrachon were approved for publication by the Board of Directors
                                                                           on 20 February 2013.


    NOTE 1. SIGNIFICANT ACCOUNTING POLICIES
    1.1. Accounting standards                                              I   amendment to IAS 1 – Presentation of Financial Statements;
                                                                           I   amendment to IAS 19 – Employee Benefits;
    Pursuant to European regulation 1606/2002 of 19 July 2002, the
    consolidated financial statements for the year ended 31 December       I   amendment to IFRS 7 – Presentation – Offsetting of Financial
    2012 have been prepared in accordance with International                   Assets and Financial Liabilities;
    Financial Reporting Standards (IFRS) issued by the International       I   amendment to IAS 32 – Offsetting of Financial Assets and
    Accounting Standards Board (IASB), as adopted by the European              Financial Liabilities, mandatory for annual periods beginning on
    Union on the date of approval of the financial statements by the           or after 1 January 2014.
    Board of Directors and mandatory as of the reporting date.             In accordance with the option provided by the current version of
    These standards are available on the European Commission’s             IAS 19, the Group recognises its actuarial gains and losses on
    website (http://ec.europa.eu/internal_market/accounting/ias/
                p          p             _                g                post-employment benefits in other comprehensive income (see
    index_en.htm).
         _                                                                 note 28). In addition, the portion of its liability not recognised
                                                                           on the balance sheet is not material. Accordingly, the Company
    The significant accounting policies set out below have been            believes that application of the amendment to IAS 19 will not
    applied consistently to all periods presented, after taking account    have a material impact on the consolidated financial statements.
    of or with the exception of the new standards and interpretations
    set out below.                                                         The European Union has ruled that the following standards will
                                                                           be mandatory for periods beginning on or after 1 January 2014
    1.1.1. New standards, amendments                                       instead of 1 January 2013, the date set by the IASB.
           and interpretations applicable                                  I   IFRS 10 – Consolidated Financial Statements;
           as of 1 January 2012                                            I   IFRS 11 – Joint Arrangements;
    I   Amendment to IFRS 7 – Financial Instruments: Disclosures –         I   IFRS 12 – Disclosure of Interests in Other Entities;
        Transfers of Financial Assets.
                                                                           I   IAS 27 revised – Separate Financial Statements;
    I   Amendment to IAS 12 – Deferred Taxes: Recovery of Underlying
                                                                           I   IAS 28 revised – Investments in Associates and Joint Ventures.
        Assets.
                                                                           The Group has not early adopted any of these new standards
    The amendment to IFRS 7 covers the nature and extent of
                                                                           or amendments and is currently analysing the potential impacts
    disclosures on disposals of financial assets whether or not they
                                                                           of their first-time adoption, in particular IFRS 10 on the scope
    result in derecognition (see note 24.3). The amendment to IAS 12
                                                                           of consolidation and IFRS 11, which eliminates proportionate
    had no material impact on the financial statements.
                                                                           consolidation as a method of accounting for joint arrangements.

    1.1.2. Standards and interpretations published                         Application of IFRS 11 will lead to derecognition of the Group’s
           but not yet mandatory                                           portion of the assets (including goodwill) and liabilities of all of its
                                                                           jointly controlled entities, which will then be accounted for by the
    Standards and interpretations adopted by the                           equity method. In the income statement, the Group will present
    European Union on the reporting date                                   its share of the profit of these entities in the line “Share of profits
                                                                           of associates” rather than presenting their income and expenses
    The following standards, amendments and interpretations                separately based on the percentage interest owned.
    published by the IASB are mainly mandatory for annual periods
    beginning on or after 1 January 2013. Their application date is
    the same as that set by the IASB.
    I   IFRS 13 – Fair Value Measurement;




    78 / CASINO GROUP / REGISTRATION DOCUMENT 2012
Presentation
of the Casino Group
                         Management
                         report
                                           CONSOLIDATED
                                           FINANCIAL STATEMENTS
                                                                          Parent company
                                                                          financial statements
                                                                                                    Corporate
                                                                                                    governance
                                                                                                                     General
                                                                                                                     Meeting
                                                                                                                                     Additional
                                                                                                                                     information

                                                                                    3.3. Notes to the consolidated financial statements
                                                                                                                                                      3
At 31 December 2012, the Group’s main joint arrangement                    The main estimates and assumptions are based on the information
was Monoprix (50%). Condensed financial statements for                     available when the financial statements are drawn up and concern
proportionately consolidated companies are provided in note 19.1.          the following:
                                                                           I   method of consolidating Monoprix and Mercialys (see note 2.2);
Standards and interpretations not adopted by the
European Union on the reporting date                                       I   remeasurement of the previously-held interest in GPA (see
                                                                               note 3.3);
Subject to their final adoption by the European Union, the following       I   fair value of investment property disclosed in the notes (see
standards, amendments and interpretations published by the                     notes 11.2 and 16.2);
IASB are mandatory mainly for annual periods beginning on or
                                                                           I   impairment of doubtful receivables (see notes 20, 22 and 23);
after 1 January 2013:
                                                                           I   impairment of non-current assets and goodwill (see notes 1.4.12
I   IFRS 9 – Financial instruments: Classification and Measurement,            and 17);
    and amendments subsequent to IFRS 9 and IFRS 7;
                                                                           I   fair values of assets and liabilities acquired in a business
I   amendments to IFRS 10, 11 and 12: Transition Guidance                      combination (see notes 1.4.2, 3.2 and 3.3);
    (mandatory for periods beginning on or after 1 January 2013)
                                                                           I   deferred taxes (see notes 1.4.31 and 9);
    and Investment Entities (mandatory for periods beginning on or
    after 1 January 2014);                                                 I   non-current assets (or groups of assets) held for sale (see
                                                                               note 11);
I   annual improvements to IFRSs (17 May 2012).
                                                                           I   put options granted to owners of non-controlling interests (see
The Group has not early adopted any of these new standards or
                                                                               notes 1.4.20 and 29.4);
amendments and is currently analysing the potential impacts of
their first-time adoption.                                                 I   provisions for liabilities and other operating provisions (see notes
                                                                               1.4.19.2 and 27).
                                                                           Additional disclosures on the sensitivity of goodwill, retirement
1.2. Basis of preparation and presentation                                 benefit provisions and put option values are provided in notes
                                                                           17.2, 28.1.8 and 29.4.
1.2.1. Accounting convention
The consolidated financial statements have been prepared using
                                                                           1.3. Positions adopted by the Group for
the historical cost convention, with the exception of the following:
                                                                                accounting issues not specifically
I   assets and liabilities remeasured at fair value pursuant to a               dealt with in IFRSs
    business combination, in accordance with the principles set
    out in IFRS 3;                                                         In the absence of standards or interpretations applicable to
                                                                           conditional or unconditional put and call options on non-controlling
I   derivative financial instruments and financial assets available for
                                                                           interests (see note 1.4.20), management has used its judgment
    sale, which are measured at fair value. The carrying amounts of
                                                                           to define and apply the most appropriate accounting treatment.
    assets and liabilities hedged by a fair value hedge, which would
    otherwise be measured at cost, are adjusted for changes in the
    fair value attributable to the hedged risk.                            1.4. Significant accounting policies
The consolidated financial statements are presented in millions
of euros. The figures in the tables have been rounded to the               1.4.1. Basis of consolidation and consolidation
nearest million euros and include individually rounded data.                      methods
Consequently, the totals and sub-totals may not correspond
                                                                           The consolidated financial statements include the financial
exactly to the sum of the reported amounts.
                                                                           statements of all material subsidiaries, joint ventures and
                                                                           associates over which the parent company exercises control,
1.2.2. Use of estimates                                                    joint control or significant influence, either directly or indirectly.
The preparation of consolidated financial statements requires
the use of estimates and assumptions that affect the reported              Subsidiaries
amount of certain assets and liabilities and income and
expenses, as well as the disclosures made in certain notes to the          Subsidiaries are companies controlled by the Group. Control is
consolidated financial statements. Due to the inherent uncertainty         the power to govern the financial and operating policies of an
of assumptions, actual results may differ from the estimates.              entity so as to obtain benefits from its activities.
Estimates and assessments are reviewed at regular intervals and
                                                                           Control is presumed to exist when the Group directly or indirectly
adjusted where necessary to take into account past experience
                                                                           holds more than half of the voting power of an entity. The
and any relevant economic factors.
                                                                           consolidated financial statements include the financial statements
                                                                           of subsidiaries from the date when control is acquired to the date
                                                                           at which the Group no longer exercises control. All controlled
                                                                           companies are fully consolidated in the Group’s balance sheet,
                                                                           whatever the percentage interest held.




                                                                                                    REGISTRATION DOCUMENT 2012 / CASINO GROUP / 79
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    of the Casino Group
                              Management
                              report
                                                CONSOLIDATED
                                                FINANCIAL STATEMENTS

    3.3. Notes to the consolidated financial statements
                                                                                Parent company
                                                                                financial statements
                                                                                                         Corporate
                                                                                                         governance
                                                                                                                           General
                                                                                                                           Meeting
                                                                                                                                            Additional
                                                                                                                                            information




    Joint ventures                                                               1.4.2. Business combinations
    Joint ventures are companies in which the Group shares control of            As required by IFRS 3 revised, the consideration transferred in
    an economic activity under a contractual agreement. Companies                a business combination is measured at fair value, which is the
    that are controlled jointly by the Group are consolidated by the             sum of the acquisition-date fair values of the assets transferred
    proportionate method.                                                        by the acquirer, the liabilities incurred by the acquirer to former
                                                                                 owners of the acquiree and the equity interests issued by the
                                                                                 acquirer. Identifiable assets acquired and liabilities assumed are
    Associates
                                                                                 measured at their acquisition-date fair values. Acquisition-related
    Associates are companies in which the Group exercises significant            costs are accounted for as expenses in the periods in which they
    influence over financial and operational policies without having             are incurred under “Other operating expense”.
    control. They are accounted for by the equity method. Goodwill               Any excess of the consideration transferred over the fair value
    related to these entities is included in the carrying amount of the          of the identifiable assets acquired and liabilities assumed is
    investment. Any impairment and gains or losses on disposal of                recognised as goodwill. For each business combination, the
    investments in associates are recognised in “Other operating                 Group may elect to measure any non-controlling interest in the
    income and expense”.                                                         acquiree either at the non-controlling interest’s proportionate share
                                                                                 of the acquiree’s identifiable net assets or at fair value. Under
    Potential voting rights                                                      the latter method (called the full goodwill method), goodwill is
                                                                                 recognised on the full amount of the identifiable assets acquired
    For all companies other than special purpose entities, control is            and liabilities assumed.
    determined based on the percentage of existing and potential
    voting rights currently exercisable.                                         Business combinations completed prior to 1 January 2010 were
                                                                                 accounted for using the partial goodwill method, as required by
    The Group may own share warrants, share call options, debt                   the standards applicable at the time.
    or equity instruments that are convertible into ordinary shares
    or other similar instruments that have the potential, if exercised           In the case of a business combination achieved in stages, the
    or converted, to give the Group voting power or reduce another               equity interest previously held by the Group is remeasured at
    party’s voting power over the financial and operational policies             its acquisition-date fair value and any resulting gain or loss is
    of an entity (potential voting rights). The existence and effect of          recognised in profit or loss under “Other operating income” or
    potential voting rights that are currently exercisable or convertible        “Other operating expense”.
    are considered when assessing whether the Group has the power                The provisional amounts recognised on the acquisition date may
    to govern the financial and operating policies of an entity. Potential       be adjusted retrospectively during a 12-month measurement period
    voting rights are not currently exercisable or convertible when,             if new information is obtained about facts and circumstances that
    for example, they cannot be exercised or converted until a future            existed as of the acquisition date. The subsequent acquisition
    date or until the occurrence of a future event.                              of non-controlling interests does not give rise to the recognition
    Control of special purpose entities is determined by reference               of additional goodwill.
    to the Group’s share of the risks and rewards of ownership of                Any contingent consideration is included in the consideration
    the entity.                                                                  transferred at its acquisition-date fair value even if it is not probable
    Special purpose entities are consolidated when, in substance:                that an outflow of resources embodying economic benefits will be
                                                                                 required to settle the obligation. Subsequent changes in the fair
    I   the relationship between the special purpose entity and the Group        value of contingent consideration due to facts and circumstances
        indicates that the Group controls the special purpose entity;            that existed as of the acquisition date are recorded by adjusting
    I   the special purpose entity conducts its business activities to           goodwill if they occur during the measurement period or directly
        meet the Group’s specific operating needs in such a way that             in profit or loss for the period under “Other operating income” or
        the Group benefits from these activities;                                “Other operating expense” if they arise after the measurement
    I   the Group has decision-making powers to obtain the majority              period, unless the obligation is settled in equity instruments in
        of the benefits of the special purpose entity’s activities or is able    which case the contingent consideration is not remeasured.
        to obtain the majority of these benefits through an “auto-pilot”
        mechanism;                                                               1.4.3. Closing date
    I   by having a right to the majority of the special purpose entity’s        With the exception of a few small subsidiaries, Group companies
        benefits, the Group is exposed to the special purpose entity’s           all have a 31 December year-end.
        business risks;
    I   the Group retains the majority of residual or ownership risks            1.4.4. Consolidation of subsidiaries whose
        related to the special purpose entity’s property or its assets in               business is dissimilar from that of the
        order to benefit from its activities.                                           Group as a whole
                                                                                 The financial statements of Casino Ré are prepared in accordance
                                                                                 with accounting standards applicable to insurance companies.
                                                                                 In the consolidated financial statements, their assets, liabilities,
                                                                                 income and expenses are classified based on non-industry
                                                                                 specific IASs and IFRSs.




    80 / CASINO GROUP / REGISTRATION DOCUMENT 2012
Presentation
of the Casino Group
                          Management
                          report
                                             CONSOLIDATED
                                             FINANCIAL STATEMENTS
                                                                             Parent company
                                                                             financial statements
                                                                                                     Corporate
                                                                                                     governance
                                                                                                                       General
                                                                                                                       Meeting
                                                                                                                                       Additional
                                                                                                                                       information

                                                                                      3.3. Notes to the consolidated financial statements
                                                                                                                                                        3
1.4.5. Foreign currency translation                                           1.4.6.1. Goodwill
The consolidated financial statements are presented in euros, the             At the acquisition date, goodwill is measured in accordance with
functional currency of the Group’s parent company. Each Group                 note 1.4.2. Goodwill is allocated to the cash generating unit or
entity determines its own functional currency and all their financial         groups of cash-generating units that benefit from the synergies
transactions are measured in that currency.                                   of the combination, based on the level at which the return on
The financial statements of subsidiaries that use a different                 investment is monitored for internal management purposes.
functional currency from that of the parent company are translated            Goodwill is not amortised but is tested for impairment at each
according to the closing rate method:                                         year-end, or whenever there is an indication that it may be
                                                                              impaired. Impairment losses on goodwill are not reversible. The
I   assets and liabilities, including goodwill and fair value adjustments,    method used by the Group to test goodwill for impairment is
    are translated into euros at the closing rate, corresponding to           described in the note entitled “Impairment of non-current assets”.
    the spot exchange rate at the balance sheet date;                         Negative goodwill is recognised directly in the income statement
I   income statement and cash flow items are translated into euros            for the period of the business combination, once the identification
    using the average rate of the period unless significant variances         and measurement of the acquiree’s identifiable assets, liabilities
    occur.                                                                    and contingent liabilities have been verified.
The resulting exchange differences are recognised directly within
a separate component of equity. When a foreign operation is                   1.4.6.2. Intangible assets
disposed of, the cumulative amount of the exchange differences
in equity relating to that operation is reclassified to profit or loss.       Intangible assets acquired separately by the Group are measured
                                                                              at cost and those acquired in business combinations are measured
Foreign currency transactions are translated into euros using                 at fair value. Intangible assets consist mainly of purchased
the exchange rate at the transaction date. Monetary assets                    software, software developed for internal use, trademarks, patents
and liabilities denominated in foreign currencies are translated              and lease premiums. Trademarks that are created and developed
at the closing rate and the resulting exchange differences are                internally are not recognised on the balance sheet. Intangible
recognised in the income statement under “Exchange gains                      assets are amortised on a straight-line basis over their estimated
and losses”. Non-monetary assets and liabilities denominated                  useful lives. Development costs are amortised over three years
in foreign currencies are translated at the exchange rate at the              and software over three to ten years. Intangible assets with an
transaction date.                                                             indefinite useful life (including lease premiums and purchased
Exchange differences arising on the translation of a net investment           trademarks) are not amortised, but are tested for impairment at
in a foreign operation are recognised within a separate component             each year-end or whenever there is an indication that their carrying
of equity and reclassified to profit or loss on disposal of the net           amount may not be recovered.
investment.                                                                   An intangible asset is derecognised on disposal or when no future
Exchange differences arising on the translation of foreign currency           economic benefits are expected from its use or disposal. The gain
borrowings hedging a net investment denominated in a foreign                  or loss arising from the derecognition of an asset is determined
currency or on permanent advances made to subsidiaries are                    as the difference between the net sale proceeds, if any, and the
recognised in equity and then reclassified in profit or loss on               carrying amount of the asset. It is recognised in profit or loss (other
disposal of the net investment.                                               operating income or expense) when the asset is derecognised.
                                                                              Residual values, useful lives and amortisation methods are
1.4.6. Goodwill and intangible assets                                         reviewed at each year-end and revised prospectively if necessary.
Intangible items are recognised as intangible assets when they
meet the following criteria:                                                  1.4.7. Property, plant and equipment
I   the item is identifiable and separable;                                   Property, plant and equipment are measured at cost less
                                                                              accumulated depreciation and any accumulated impairment
I   the Group has the capacity to control future economic benefits
                                                                              losses.
    from the item;
I   the item will generate future economic benefits.                          Subsequent expenditures are recognised in assets if they satisfy
                                                                              the recognition criteria in IAS 16. The Group examines these
Intangible assets acquired in a business combination are
                                                                              criteria before making an expenditure.
recognised as goodwill when they do not meet these criteria.




                                                                                                     REGISTRATION DOCUMENT 2012 / CASINO GROUP / 81
3   Presentation
    of the Casino Group
                             Management
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                                              CONSOLIDATED
                                              FINANCIAL STATEMENTS

    3.3. Notes to the consolidated financial statements
                                                                           Parent company
                                                                           financial statements
                                                                                                   Corporate
                                                                                                   governance
                                                                                                                    General
                                                                                                                    Meeting
                                                                                                                                   Additional
                                                                                                                                   information




    Land is not depreciated. All other items of property, plant and         1.4.9. Borrowing costs
    equipment are depreciated on a straight-line basis over their
                                                                            Borrowing costs that are directly attributable to the acquisition,
    estimated useful lives without taking into account any residual
                                                                            construction or production of an asset that necessarily takes a
    value. The main useful lives are as follows:
                                                                            substantial period of time to get ready for its intended use or sale
                                                                            (typically more than six months) are capitalised in the cost of that
                                                        Depreciation        asset. All other borrowing costs are recognised as an expense
                                                             period         in the period in which they are incurred. Borrowing costs are
     Asset category                                             (years)
                                                                            interest and other costs incurred by an entity in connection with
     Land                                                             -     the borrowing of funds.
     Buildings (shell)                                              40
                                                                            The Group capitalises borrowing costs for all qualifying assets
     Roof waterproofing                                             15      whose construction commencement date is on or after 1 January
     Shell fire protection systems                                  25      2009.
     Land improvements                                       10 to 40
     Building fixtures and fittings                            5 to 20
                                                                            1.4.10. Investment property
     Technical installations, machinery and                                 Investment property is property held to earn rentals or for capital
     equipment                                                 5 to 20      appreciation or both. The shopping centres owned by the Group
     Computer equipment                                         3 to 5      are classified as investment property.
                                                                            Subsequent to initial recognition, they are measured at historical
    “Roof waterproofing” and “shell fire protection systems” are            cost less accumulated depreciation and any accumulated
    classified as separate items of property, plant and equipment           impairment losses. Their fair value is disclosed in the notes to
    only when they are installed during major renovation projects. In       the consolidated financial statements. Investment property is
    all other cases, they are part of the building.                         depreciated over the same useful life and according to the same
                                                                            rules as owner-occupied property.
    An item of property, plant and equipment is derecognised on
    disposal or when no future economic benefits are expected from          The shopping malls owned by Mercialys are valued on an asset-
    its use or disposal. The gain or loss arising from the derecognition    by-asset basis by independent appraisers in accordance with
    of an asset is determined as the difference between the net             RICS (Royal Institute of Chartered Surveyors) standards, using
    sale proceeds, if any, and the carrying amount of the asset. It is      the open market value appraisal methods recommended in the
    recognised in profit or loss (other operating income or expense)        third edition of the French Property Appraisal Charter (Charte de
    when the asset is derecognised.                                         l’expertise en évaluation immobilière) of June 2006 and the 2000
                                                                            report of the combined workgroup set up by the French securities
    Residual values, useful lives and amortisation methods are              regulator (COB now renamed AMF) and the French accounting
    reviewed at each year-end and revised prospectively if necessary.       board (CNC) on property asset valuations for listed companies.
                                                                            One-third of Mercialys’ assets are re-appraised each year by
    1.4.8. Finance leases                                                   rotation and the existing appraisals for the other two-thirds are
    Leases that transfer substantially all the risks and rewards of         updated. In accordance with the COB/CNC 2000 report, two
    ownership to the lessee are classified as finance leases. They          methods were used to determine the market value of each asset:
    are recognised in the consolidated balance sheet at the inception       I   the income capitalisation (IC) method consists of assessing the
    of the lease at the fair value of the leased asset or, if lower, the        rental revenue generated by the property and multiplying this
    present value of the minimum lease payments.                                income by the market yield on comparable properties (selling
    Leased assets are accounted for as if they had been acquired                space, configuration, competition, ownership method, rental and
    through debt. They are recognised as assets (according to their             extension potential and comparability with recent transactions),
    nature) with a corresponding amount recognised in financial                 taking into account any difference between actual and market
    liabilities.                                                                rents for the property concerned. Any non-billable expenses
                                                                                and works are then deducted from this amount;
    Leased assets are depreciated over their expected useful life in
                                                                            I   the discounted cash flows (DCF) method consists of discounting
    the same way as other assets in the same category, or over the
                                                                                future revenues from the asset and takes into account, year
    lease term if shorter, unless the lease contains a purchase option
                                                                                after year, forecast rent adjustments, vacancy rates and other
    and it is reasonably certain that the option will be exercised.
                                                                                parameters such as marketing periods and capital expenditure
    Finance lease obligations are discounted and recognised in                  to be financed by the lessor.
    the balance sheet as a financial liability. Payments made under         The discount rate used is the risk-free market rate (10-year OAT
    operating leases are expensed as incurred.                              TEC for France) plus a property market risk and liquidity premium,
                                                                            plus a premium for obsolescence and rental risk if applicable.




    82 / CASINO GROUP / REGISTRATION DOCUMENT 2012
Presentation
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                         Management
                         report
                                           CONSOLIDATED
                                           FINANCIAL STATEMENTS
                                                                          Parent company
                                                                          financial statements
                                                                                                    Corporate
                                                                                                    governance
                                                                                                                      General
                                                                                                                      Meeting

                                                                                    3.3. Notes to the consolidated financial statements
                                                                                                                                        Additional
                                                                                                                                        information
                                                                                                                                                      3
Small assets are also valued by comparison to transactions in              Fair value less costs to sell is the amount obtainable from the sale
similar assets.                                                            of an asset in an arm’s length transaction between knowledgeable,
                                                                           willing parties, less the costs of disposal. In the retailing industry,
1.4.11. Cost of fixed assets                                               fair value less costs to sell is generally determined on the basis
                                                                           of a sales or EBITDA multiple.
The cost of fixed assets corresponds to their purchase cost plus
transaction expenses including tax.                                        Value in use is the present value of the future cash flows expected
                                                                           to be derived from continuing use of an asset plus a terminal value.
1.4.12. Impairment of non-current assets                                   It is determined internally or by external experts on the basis of:
The procedure to be followed to ensure that the carrying amount            I   cash flow projections contained in business plans or budgets
of assets does not exceed their recoverable amount (recovered                  covering no more than five years. Cash flows beyond the
by use or sale) is defined in IAS 36.                                          projection period are estimated by applying a constant or
                                                                               decreasing growth rate;
Goodwill and intangible assets with an indefinite useful life are
tested for impairment at least once a year. Other assets are tested        I   the terminal value determined by applying a perpetual growth
whenever there is an indication that they may be impaired.                     rate to the final cash flow projection.
                                                                           The cash flows and terminal value are discounted at long-term
1.4.12.1. Cash generating units (CGUs)                                     after-tax market rates reflecting market estimates of the time
                                                                           value of money and the specific risks associated with the asset.
A cash-generating unit is the smallest identifiable group of assets
that generates cash inflows that are largely independent of the            For goodwill impairment testing purposes, the recoverable amounts
cash inflows from other assets or groups of assets.                        of CGUs or groups of CGUs are determined at the year end.

The Group has defined cash-generating units as follows:                    1.4.12.4. Impairment
I   for hypermarkets, supermarkets and discount stores, each store
                                                                           An impairment loss is recognised when the carrying amount of an
    is treated as a separate CGU;
                                                                           asset or the CGU to which it belongs is greater than its recoverable
I   for other networks, each network represents a separate CGU.            amount. Impairment losses are recorded as an expense under
                                                                           “Other operating income and expense”.
1.4.12.2. Impairment indicators
                                                                           Impairment losses recognised in a prior period are reversed if,
Apart from the external sources of data monitored by the Group             and only if, there has been a change in the estimates used to
(economic environment, market value of the assets, etc.), the              determine the asset’s recoverable amount since the last impairment
impairment indicators used are based on the nature of the assets:          loss was recognised. However, the increased carrying amount of
                                                                           an asset attributable to a reversal of an impairment loss may not
I   land and buildings: loss of rent or early termination of a lease
                                                                           exceed the carrying amount that would have been determined had
    contract;
                                                                           no impairment loss been recognised for the asset in prior years.
I   fixed assets related to the business (assets of the cash generating    Impairment losses on goodwill cannot be reversed.
    unit): ratio of net book value of the assets related to a store
    divided by sales (including VAT), higher than a defined level          1.4.13. Financial assets
    determined separately for each store category;
I   assets allocated to administrative activities (headquarters and        1.4.13.1. Definitions
    warehouses): the closing of a site or the obsolescence of
    equipment used at the site.                                            Financial assets are classified into four categories according to
                                                                           their type and intended holding period, as follows:
1.4.12.3. Recoverable amount
                                                                           I   held-to-maturity investments;
The recoverable amount of an asset is the higher of its fair value         I   financial assets at fair value through profit or loss;
less costs to sell and its value in use. It is generally determined        I   loans and receivables;
separately for each asset. When this is not possible, the
                                                                           I   available-for-sale financial assets.
recoverable amount of the group of CGUs to which the asset
belongs is used.                                                           Financial assets are classified as current if they are due in less than
                                                                           one year and non-current if they are due in more than one year.




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                                                                             financial statements
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                                                                                                        governance
                                                                                                                          General
                                                                                                                          Meeting
                                                                                                                                           Additional
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    1.4.13.2. Recognition and measurement                                     directly in equity is removed from equity and recognised in the
              of financial assets                                              income statement. Impairment losses on equity instruments
                                                                              are irreversible and any subsequent increases in fair value are
    With the exception of financial assets at fair value through              recognised directly in equity.
    profit or loss, all financial assets are initially recognised at cost,
    corresponding to the fair value of the consideration paid plus            Impairment losses on debt instruments are reversed through the
    transaction costs.                                                        income statement in the event of a subsequent increase in fair
                                                                              value, provided that the amount reversed does not exceed the
                                                                              impairment losses previously recognised in the income statement.
    1.4.13.3. Held-to-maturity investments
                                                                              This category mainly comprises investments in non-consolidated
    Held-to-maturity investments are fixed income securities that the         companies. Available-for-sale financial assets are classified under
    Group has the positive intention and ability to hold to maturity.         non-current financial assets.
    They are measured at amortised cost using the effective interest
    method. Amortised cost is calculated by adding or deducting
                                                                              1.4.13.7. Cash and cash equivalents
    any premium or discount over the remaining life of the securities.
    Gains and losses are recognised in the income statement when              In accordance with IAS 7, cash and cash equivalents consist
    the assets are derecognised or there is objective evidence of             of cash and investments that are short-term, highly liquid,
    impairment, and also through the amortisation process.                    readily convertible to known amounts of cash and subject to an
                                                                              insignificant risk of changes in value.
    1.4.13.4. Financial assets at fair value through
              profit or loss                                                   1.4.13.8. Derecognition
    Financial assets at fair value through profit or loss are financial       Financial assets are derecognised in the following two cases:
    assets classified as held for trading, i.e. assets that are acquired
    principally for the purpose of selling them in the near term.             I   the contractual rights to the cash flows from the financial asset
    They are measured at fair value and gains and losses arising                  expire; or,
    from remeasurement at fair value are recognised in the income             I   the contractual rights are transferred and the transfer qualifies
    statement. Some assets may be designated at inception as                      for derecognition,
    financial assets at fair value through profit or loss.                        - when substantially all the risks and rewards of ownership of the
                                                                                    financial asset are transferred, the asset is derecognised in full,
    1.4.13.5. Loans and receivables                                               - when substantially all the risks and rewards of ownership are
                                                                                    retained by the Group, the financial asset continues to be
    Loans and receivables are financial assets issued or acquired                   recognised in the balance sheet for its total amount.
    by the Group in exchange for cash, goods or services that are
    paid, delivered or rendered to a debtor. They are measured at
                                                                              1.4.14. Financial liabilities
    amortised cost using the effective interest method. Long-term
    loans and receivables that are not interest-bearing or that bear
                                                                              1.4.14.1. Definitions
    interest at a below-market rate are discounted when the amounts
    involved are material. Any impairment losses are recognised in            Financial liabilities are classified into two categories as follows:
    the income statement.
                                                                              I   borrowings recognised at amortised cost;
    Trade receivables are recognised and measured at the original
                                                                              I   financial liabilities at fair value through profit or loss.
    invoice amount net of any accumulated impairment losses. They
    are derecognised when all the related risks and rewards are               Financial liabilities are classified as current if they are due in less
    transferred to a third party.                                             than one year and non-current if they are due in more than one
                                                                              year.
    1.4.13.6. Available-for-sale financial assets
                                                                              1.4.14.2. Recognition and measurement
    Available-for-sale financial assets correspond to financial assets                  of financial liabilities
    not meeting the criteria for classification in any of the other three
    categories. They are measured at fair value. Gains and losses             Financial liabilities are measured according to their category
    arising from remeasurement at fair value are accumulated in equity        under IAS 39.
    until the asset is derecognised.
                                                                              Financial liabilities recognised at amortised cost
    When they are derecognised or when a decline in the fair value of         Borrowings and other financial liabilities are usually recognised
    an available-for-sale financial asset has been recognised directly in     at amortised cost using the effective interest rate method. These
    equity and there is objective evidence that the impairment is other       liabilities may be hedged.
    than temporary, the cumulative loss that had been recognised




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                                                                                        3.3. Notes to the consolidated financial statements
                                                                                                                                                        3
Debt issue costs and issue and redemption premiums are                         Derivative financial instruments that do not
included in the cost of borrowings and financial debt. They are                qualify for hedge accounting: recognition and
added or deducted from borrowings, and are amortised using                     presentation
an actuarial method.
                                                                               When a derivative financial instrument does not qualify or no
Financial liabilities at fair value through profit                             longer qualifies for hedge accounting, changes in fair value are
or loss                                                                        recognised directly in profit or loss for the period under “Other
                                                                               financial income and expense”.
These are financial liabilities intended to be held on a short-term
basis for trading purposes. They are measured at fair value and                1.4.15. Fair value of financial instruments
gains and losses arising from remeasurement at fair value are
recognised in the income statement.                                            Fair value measurements are classified using a fair value hierarchy
                                                                               that reflects the significance of the inputs used in making the
1.4.14.3. Recognition and measurement                                          measurements. The fair value hierarchy has the following levels:
          of derivative instruments                                            I   quoted prices (unadjusted) in active markets for identical assets
                                                                                   or liabilities (Level 1);
All derivative instruments are recognised in the balance sheet and
measured at fair value.                                                        I   inputs other than quoted prices included within Level 1 that are
                                                                                                              (i.e.                      (i.e.
                                                                                   observable either directly ( as prices) or indirectly ( derived
Derivative financial instruments that qualify for                                  from prices) (Level 2);
hedge accounting: recognition and presentation                                 I   inputs for the asset or liability that are not based on observable
In accordance with IAS 39, hedge accounting is applied to:                         market data (unobservable inputs) (Level 3).
                                                                               The fair value of financial instruments traded in an active market is
I   fair value hedges (for example, swaps to convert fixed rate debt
                                                                               the quoted price on the balance sheet date. A market is considered
    to variable rate). In this case, the debt is measured at fair value,
                                                                               as active if quoted prices are readily and regularly available from
    with gains and losses arising from remeasurement at fair value
                                                                               an exchange, dealer, broker, industry group, pricing service or
    recognised in the income statement on a symmetrical basis with
                                                                               regulatory agency, and those prices represent actual and regularly
    the loss or gain or loss on the derivative. If the hedge is entirely
                                                                               occurring market transactions on an arm’s length basis. These
    effective, the loss or gain on the hedged debt is offset by the
                                                                               instruments are classified as Level 1.
    gain or loss on the derivative;
I   cash flow hedges (for example, swaps to convert floating                   The fair value of financial instruments which are not quoted in an
    rate debt to fixed rate, hedging a budgeted foreign currency               active market (such as over-the-counter derivatives) is determined
    denominated purchase). For these hedges, the effective portion of          using valuation techniques. These techniques use observable
    the change in the fair value of the derivative is recognised in equity     market data wherever possible and make little use of the Group’s
    and reclassified into the income statement on a symmetrical basis          own estimates. If all the inputs required to calculate fair value are
    with the hedged cash flows and under the same line item as                 observable, the instrument is classified as Level 2.
                       (
    the hedged item (i.e. trading profit for hedges of operating cash          If one or more significant inputs are not based on observable
    flows and net financial income or expense for other hedges). The           market data, the instrument is classified as Level 3.
    ineffective portion is recognised directly in the income statement;
I   hedges of net investments in foreign operations. For these                 1.4.16. Inventories
    hedges, the effective portion of the change in fair value
                                                                               Inventories are measured at the lower of cost and net realisable
    attributable to the hedged foreign currency risk is recognised
                                                                               value, determined by the first-in first-out (FIFO) method.
    in other comprehensive income and the ineffective portion is
    recognised directly in profit or loss. Gains or losses accumulated         The cost of inventories comprises all costs of purchase, costs of
    in equity are reclassified to profit or loss on the date of liquidation    conversion and other costs incurred in bringing inventories to their
    or disposal of the net investment.                                         present location and condition. Accordingly, logistics costs are
Hedge accounting may only be used if:                                          included in the carrying amount and supplier discounts recognised
                                                                               in “Cost of goods sold” are deducted.
I   the hedging relationship is clearly defined and documented at
    inception; and                                                             The cost of inventory includes gains or losses on cash flow hedges
                                                                               of future inventory purchases initially recognised in equity.
I   the effectiveness of the hedge can be demonstrated at inception
    and throughout its life.                                                   Net realisable value is the estimated selling price in the ordinary
                                                                               course of business less the estimated costs of completion and
                                                                               the estimated costs necessary to make the sale.
                                                                               Property development work in progress is recognised in
                                                                               inventories.




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                                                                               financial statements
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                                                                                                                        General
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    1.4.17. Non-current assets held for sale and                                to remeasuring the investment retained at fair value through profit
            discontinued operations                                             or loss. Cash flows arising from the acquisition or loss of control of
                                                                                a subsidiary are classified as cash flows from investing activities.
    Non-current assets (and disposal groups) classified as held for
    sale are measured at the lower of their carrying amount and
    their fair value less costs to sell. A non-current asset (or disposal
                                                                                1.4.18.1. Equity instruments and hybrid
                                                                                          instruments
    group) is classified as held for sale if its carrying amount will
    be recovered principally through a sale transaction rather than             The classification of instruments issued by the Group in equity
    through continuing use. For this condition to be met, the asset             or debt depends on each instrument’s specific characteristics.
    (or disposal group) must be available for immediate sale in its             An instrument is deemed to be an equity instrument when the
    present condition and its sale must be highly probable. For the             following two conditions are met: (i) the instrument does not
    sale to be highly probable, management must be committed to                 contain a contractual obligation to deliver cash or another financial
    a plan to sell the asset (or disposal group), and the sale should           asset to another entity, or to exchange financial assets or financial
    be expected to qualify for recognition as a completed sale within           liabilities with another entity under conditions that are potentially
    one year from the date of classification.                                   unfavourable to the entity; and (ii) in the case of a contract that
    In the consolidated income statement for the current and prior              will or may be settled in the entity’s own equity instruments, it
    periods, the post-tax results of discontinued operations and any            is either a non-derivative that does not include a contractual
    gain or loss on sale are presented as a single amount on a separate         obligation to deliver a variable number of the Company’s own
    line item below the results of continuing operations, even where            equity instruments, or it is a derivative that will be settled by the
    the Group retains a minority interest in the subsidiary after its sale.     exchange of a fixed amount of cash or another financial asset for
                                                                                a fixed number of the entity’s own equity instruments.
    Property, plant and equipment and intangible assets classified as
    held for sale are no longer depreciated or amortised.                       Accordingly, instruments that are redeemable at the Group’s
                                                                                discretion and for which the remuneration depends on the payment
    1.4.18. Equity                                                              of a dividend are classified in equity.
    Equity is attributable to two categories of owner: the owners
    of the parent (Casino, Guichard-Perrachon shareholders) and                 1.4.18.2. Equity transaction costs
    the owners of the non-controlling interests in its subsidiaries. A
                                                                                External and qualifying internal costs directly attributable to
    non-controlling interest is the equity in a subsidiary not attributable,
                                                                                equity transactions or transactions involving equity instruments
    directly or indirectly, to a parent.
                                                                                are recorded as a deduction from equity, net of tax. All other
    Transactions with the owners of non-controlling interests resulting         transaction costs are recognised as an expense.
    in a change in the parent company’s percentage interest without
    loss of control only affect equity as there is no change of control of                Treasury shares
                                                                                1.4.18.3. T
    the economic entity. Cash flows arising from changes in ownership
    interests in a fully consolidated entity that do not result in a loss of    Casino, Guichard-Perrachon shares purchased by the Group are
    control (including increases in percentage interest) are classified         deducted from equity at cost. The proceeds from sales of treasury
    as cash flows from financing activities.                                    shares are credited to equity with the result that any disposal
                                                                                gains or losses, net of the related tax effect, have no impact in
    In the case of an acquisition of an additional interest in a fully
                                                                                the income statement for the period.
    consolidated subsidiary, the Group recognises the difference
    between the acquisition cost and the carrying amount of the
    non-controlling interests as a change in equity attributable to             1.4.18.4. Options on treasury shares
    owners of the parent. Transaction costs are also recognised in
                                                                                Options on treasury shares are treated as derivative instruments,
    equity. The same treatment applies to transaction costs relating
                                                                                equity instruments or financial liabilities depending on their
    to disposals without loss of control. In the case of disposals
                                                                                characteristics.
    of controlling interests involving a loss of control, the Group
    derecognises the whole of the ownership interest and recognises             Options classified as derivatives are measured at fair value
    any investment retained in the former subsidiary at its fair value.         through profit or loss. Options classified as equity instruments are
    The gain or loss on the entire derecognised interest (interest sold         measured in equity at their initial amount and changes in value are
    and interest retained) is recognised in profit or loss under “Other         not recognised. The accounting treatment of financial liabilities is
    operating income” or “Other operating expense”, which amounts               described in note 1.4.14.




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                                        CONSOLIDATED
                                        FINANCIAL STATEMENTS
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                                                                                             governance
                                                                                                              General
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                                                                               3.3. Notes to the consolidated financial statements
                                                                                                                                              3
1.4.18.5. Share-based payment                                          between results based on previous actuarial assumptions and
                                                                       what has actually occurred). All gains and losses arising on defined
The management and certain employees of the Group receive              benefit plans are recognised immediately in equity.
stock options and share grants.
                                                                       Past service cost is the increase in the obligation resulting from
The fair value of the options at the grant date is recognised in       the introduction of, or changes to, benefit plans. It is recognised
employee benefits expense over the option vesting period. The          as an expense on a straight-line basis over the average period
fair value of options is determined using the Black & Scholes          until the benefits become vested, or immediately if the benefits
option pricing model, based on the plan attributes, market data        are already vested.
(including the market price of the underlying shares, share price
                                                                       Expenses related to defined benefit plans are recognised in
volatility and the risk-free interest rate) at the grant date and
                                                                       operating expenses (service cost) or other financial income and
assumptions concerning the probability of grantees remaining
                                                                       expense (interest cost and expected return on plan assets).
with the Group until the options vest.
                                                                       Curtailments, settlements and past service costs are recognised
The fair value of share grants is also determined on the basis of
                                                                       in operating expenses or other financial income and expense
the plan attributes, market data at the grant date and assumptions
                                                                       depending on their nature. The liability recognised in the balance
concerning the probability of grantees remaining with the Group
                                                                       sheet is measured as the net present value of the obligation, less
until the shares vest. If there are no vesting conditions attached
                                                                       the fair value of plan assets and unrecognised past service cost.
to the share grant plan, the expense is recognised in full when the
plan is set up. Otherwise the expense is deferred over the vesting
period as and when the vesting conditions are met.                     1.4.19.2. Other provisions
                                                                       A provision is recorded when the Group has a present obligation
1.4.19. Provisions                                                     (legal or constructive) as a result of a past event, the amount of
                                                                       the obligation can be reliably estimated and it is probable that
1.4.19.1. Post-employment and other long-term                          an outflow of resources embodying economic benefits will be
          employee benefits                                             required to settle the obligation. Provisions are discounted when
Group companies provide their employees with various employee          the related adjustment is material.
benefit plans depending on local laws and practice.                    In accordance with the above principle, a provision is recorded
Under defined contribution plans, the Group pays fixed                 for the cost of repairing equipment sold with a warranty. The
                                                                       provision represents the estimated cost of repairs to be performed
contributions into a fund and has no obligation to pay further
                                                                       during the warranty period, as estimated on the basis of actual
contributions if the fund does not hold sufficient assets to pay
                                                                       costs incurred in prior years. Each year, part of the provision is
all employee benefits relating to employee service in the current
                                                                       reversed to offset the actual repair costs recognised in expenses.
and prior periods. Contributions to these plans are expensed
as incurred.                                                           A provision for restructuring is recorded when the Group has
                                                                       a constructive obligation to restructure. This is the case when
Under defined benefit plans, the Group’s obligation is measured
                                                                       management has drawn up a detailed, formal plan and has
using the projected unit credit method based on the agreements
                                                                       raised a valid expectation in those affected that it will carry out
effective in each company. Under this method, each period of
                                                                       the restructuring by announcing its main features to them before
service gives rise to an additional unit of benefit entitlement and
                                                                       the period-end.
each unit is measured separately to build up the final obligation.
The final obligation is then discounted. The actuarial assumptions     Other provisions concern specifically identified liabilities and
used to measure the obligation vary according to the economic          charges.
conditions prevailing in the relevant country. The obligation
                                                                       Contingent liabilities correspond to possible obligations that arise
is measured by independent actuaries annually for the most
                                                                       from past events and whose existence will be confirmed only
significant plans and for the employment termination benefit,
                                                                       by the occurrence or non-occurrence of one or more uncertain
and regularly for all other plans. Assumptions include expected
                                                                       future events not wholly within the Group’s control, or present
rate of future salary increases, estimated average working life of
                                                                       obligations whose settlement is not expected to require an outflow
employees, life expectancy and staff turnover rates.
                                                                       of resources embodying economic benefits. Contingent liabilities
Actuarial gains and losses arise from the effects of changes in        are not recognised in the balance sheet, but are disclosed in the
actuarial assumptions and experience adjustments (differences          notes to the financial statements.




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                                                                             Parent company
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                                                                                                                      General
                                                                                                                      Meeting
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    1.4.20. Put options granted to owners                                     Total revenue is measured at the fair value of the consideration
            of non-controlling interests                                      received or receivable, net of any trade discounts, volume rebates
                                                                              and sales taxes. It is recognised as follows:
    The Group has granted put options to the owners of non-controlling
    interests in some of its subsidiaries. The exercise price may be          I   revenue from the sale of goods is recognised when the significant
    fixed or based on a predetermined formula and the options                     risks and rewards of ownership of the goods are transferred
    may be exercised either at any time or on a fixed future date. In             to the buyer (in most cases when the legal title is transferred),
    accordance with IAS 32, obligations under these puts have been                the amount of the revenue can be measured reliably and it is
    recognised as financial liabilities. Options with a fixed exercise            probable that the economic benefits of the transaction will flow
    price are measured at discounted present value and options with               to the Group;
    a variable exercise price at fair value.                                  I   revenue from the sale of services, such as extended warranties,
    IAS 27 revised, which is applicable as of 1 January 2010, sets                services directly related to the sale of goods and services
    out the accounting treatment for acquisitions of additional                   rendered to suppliers are recognised in the period during
    equity interests. The Group has decided to apply two different                which they are performed. When a service is combined with
    accounting methods depending on whether the put options                       various commitments, such as volume commitments, the Group
    were granted before or after the effective date of IAS 27 revised,            analyses facts and legal patterns in order to determine the
    as recommended by France’s securities regulator (         (Autorit é          appropriate timing of recognition. Accordingly, revenue may
    des Marchés Financiers). Put options granted before the effective             either be recognised immediately (the service is considered as
    date are accounted for using the goodwill method and those                    performed) or deferred over the period during which the service
    granted after the effective date are treated as equity transactions           is performed or the commitment achieved.
    (i.e. transactions with owners in their capacity as owners with the
    (                                                                         If payment is deferred beyond the usual credit period and is not
    impact in equity).                                                        covered by a financing entity, the revenue is discounted and the
                                                                              impact of discounting, if material, is recognised in financial income
    1.4.21. General definition of fair value                                  over the deferral period.

    Fair value is the amount for which an asset could be exchanged,           Award credits granted to customers under loyalty programmes
    or a liability settled, between knowledgeable, willing parties in an      are recognised as a separately identifiable component of the initial
    arm’s length transaction.                                                 sales transaction. The corresponding revenue is deferred until the
                                                                              award credits are used by the customer.
    1.4.22. Classification of assets and liabilities
            as current and non-current                                        1.4.24. Gross profit
    Assets that are expected to be realised in, or are intended for           Gross profit corresponds to the difference between net sales and
    sale or consumption in, the Group’s normal operating cycle or             the cost of goods sold.
    within twelve months after the balance sheet date are classified          The cost of goods sold comprises the cost of purchases net of
    as “current assets”, together with assets that are held primarily         discounts and commercial cooperation fees, changes in inventory
    for the purpose of being traded and cash and cash equivalents.            related to retail activities and logistics costs.
    All other assets are classified as “non-current”. Liabilities that are
    expected to be settled in the entity’s normal operating cycle or          Commercial cooperation fees are measured based on contracts
    within twelve months after the balance sheet date are classified as       signed with suppliers. They are billed in instalments over the year.
    “current”. The Group’s normal operating cycle is twelve months.           At each year-end, an accrual is booked for the amount receivable
                                                                              or payable, corresponding to the difference between the value
    All deferred tax assets and liabilities are classified as non-current     of the services actually rendered to the supplier and the sum of
    assets or liabilities.                                                    the instalments billed during the year.

    1.4.23. Total revenue                                                     Changes in inventory, which may be positive or negative, are
                                                                              determined after taking into account any impairment losses.
    Revenue comprises net sales and other income.
                                                                              Logistics costs correspond to the cost of logistics operations
    Net sales include sales by the Group’s stores, self-service               managed or outsourced by the Group, comprising all warehousing,
    restaurants and warehouses, as well as financial services, rental         handling and freight costs incurred after goods are first received at
    services, income from the banking business and revenue from               one of the Group’s stores or warehouses. Transport costs included
    other miscellaneous services rendered.                                    in suppliers’ invoices (e.g. for goods purchased on a “delivery duty
    Other income consists of revenue from the property development            paid” or “DDP” basis) are included in purchase costs. Outsourced
    business, other revenue from rendering of services, incidental            transport costs are recognised under logistics costs.
    revenues and revenues from secondary activities, including fees
    in connection with the sales of travel packages, fees related to
    franchise-activity and sub-lease revenues.




    88 / CASINO GROUP / REGISTRATION DOCUMENT 2012
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                         Management
                         report
                                           CONSOLIDATED
                                           FINANCIAL STATEMENTS
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                                                                                                    Corporate
                                                                                                    governance
                                                                                                                      General
                                                                                                                      Meeting
                                                                                                                                      Additional
                                                                                                                                      information

                                                                                    3.3. Notes to the consolidated financial statements
                                                                                                                                                       3
1.4.25. Selling expenses                                                   other post-employment benefit obligations) and exchange gains
                                                                           and losses on items other than components of net debt.
Selling expenses consist of point-of-sale costs, as well as the cost
of property development work and changes in work in progress.              Cash discounts are recognised in financial income for the portion
                                                                           corresponding to the normal market interest rate and as a
1.4.26. General and administrative expenses                                deduction from cost of goods sold for the balance.
General and administrative expenses correspond to overheads
                                                                           1.4.31. Income tax expense
and the cost of corporate units, including the purchasing and
procurement, sales and marketing, IT and finance functions.                Income tax expense corresponds to the sum of the current taxes
                                                                           due by the various Group companies and changes in deferred
1.4.27. Pre-opening and post-closure costs                                 taxes.
When they do not meet the criteria for capitalisation, costs incurred      Qualifying French subsidiaries are generally members of a tax
prior to the opening or after the closure of a store are recognised        group and file a consolidated tax return.
in operating expense when incurred.
                                                                           Current tax expenses reported in the income statement correspond
                                                                           to the tax expenses of the parent companies of the tax groups
1.4.28. Other operating income and expense
                                                                           and companies that are not members of a tax group.
Other operating income and expense covers two types of item.
                                                                           Deferred tax assets correspond to future tax benefits arising
I   first, the effects of major events occurring during the period that    from deductible temporary differences, tax loss carry forwards
    would distort analyses of the Group’s recurring profitability. They    and certain consolidation adjustments that are expected to be
    are defined as significant items of income and expense that are        recoverable.
    limited in number, unusual or abnormal, whose occurrence is rare;
                                                                           Deferred tax liabilities are recognised in full for:
I   second, items which by their nature are not included in an
    assessment of a business unit’s recurring operating performance,       I   taxable temporary differences, except where the deferred tax
    such as impairment losses on non-current assets, disposals of              liability results from recognition of a non-deductible impairment
    non-current assets and the impact of applying IFRS 3 revised               loss on goodwill or from initial recognition of an asset or liability
    and IAS 27 revised (see note 1.4.2).                                       in a transaction which is not a business combination and, at
                                                                               the time of the transaction, affects neither accounting profit nor
1.4.29. Finance costs, net                                                     taxable profit or the tax loss; and
Finance costs, net correspond to all income and expenses                   I   taxable temporary differences related to investments in
generated by net debt during the period, including gains and                   subsidiaries, associates and joint ventures, except when the
losses on sales of cash equivalents, interest rate and currency                Group controls the timing of the reversal of the difference and
hedging gains and losses, as well as interest charges related to               it is probable that it will not reverse in the foreseeable future.
finance leases.                                                            Deferred taxes are recognised according to the balance sheet
                                                                           method and, in accordance with IAS 12, are not discounted. They
Net debt corresponds to borrowings and financial liabilities
                                                                           are calculated by the liability method, which consists of adjusting
including any associated hedges with a negative fair value, less
                                                                           deferred taxes recognised in prior periods for the effect of any
(i) cash and cash equivalents, (ii) financial assets held for treasury
                                                                           enacted changes in the income tax rate.
management purposes and other similar investments, (iii) hedges
of debt with a positive fair value and (iv) financial assets arising       Since 1 January 2010, the taxe professionnelle business tax has
from a significant disposal of non-current assets.                         been replaced with two new levies which are different in nature:
                                                                           I   the Cotisation Foncière des Entreprises (CFE), which is based on
1.4.30. Other financial income and expense
                                                                               the property rental values previously used to calculate the taxe
This item corresponds to financial income and expense that is                  professionnelle. This is very similar to the taxe professionnelle
not generated by net debt.                                                     and is therefore treated as an operating expense;
It consists mainly of dividends from non-consolidated companies,           I   the Cotisation sur la Valeur Ajoutée des Entreprises (C.V.A.E.),
gains and losses arising from remeasurement at fair value of                   which is based on the value added reported in the parent
financial assets other than cash and cash equivalents and of                   company financial statements. The CVAE is considered to
derivatives not qualifying for hedge accounting, gains and losses on           meet the definition of a tax on income as defined in IAS 12 and
disposal of financial assets other than cash and cash equivalents,             is therefore treated as income tax.
discounting adjustments (including to provisions for pensions and




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    3.3. Notes to the consolidated financial statements
                                                                           Parent company
                                                                           financial statements
                                                                                                   Corporate
                                                                                                   governance
                                                                                                                    General
                                                                                                                    Meeting
                                                                                                                                    Additional
                                                                                                                                    information




    1.4.32. Earnings per share                                              The segment information presented in note 5 comprises six
                                                                            reportable segments split between France (Casino France,
    Basic earnings per share are calculated based on the weighted
                                                                            Monoprix and Franprix-Leader Price) and International (Latin
    average number of shares outstanding during the period, excluding
                                                                            America, Asia and Other Businesses). Casino France, Latin
    shares issued in payment of dividends and treasury shares.
                                                                            America and Asia all cover several operating segments.
    Diluted earnings per share are calculated by the treasury stock
    method, as follows:                                                     Casino France includes all the French retail businesses, regardless
                                                                            of format (hypermarket, supermarket, convenience) or operating
    I   numerator: earnings for the period are adjusted for interest
                                                                            method (owned or franchised), other than Franprix-Leader
        on convertible bonds and dividends on deeply subordinated
                                                                            Price and Monoprix, which are separate reportable segments.
        perpetual bonds;
                                                                            It also includes ancillary or related activities such as real estate,
    I   denominator: the number of shares is adjusted to include            e-commerce, financial services and foodservice. The operating
        potential shares corresponding to dilutive instruments (equity      segments included in Latin America (Colombia, Uruguay, Argentina
        warrants, stock options and share grants), less the number          and Brazil) and Asia (Thailand and Vietnam) have similar businesses
        of shares that could be bought back at market price with the        in terms of product type (food and non-food), assets and human
        proceeds from the exercise of the dilutive instruments. The         resources required for operations, customer profile, distribution
        market price used for the calculation corresponds to the average    methods (direct, online, marketing offer) and long-term financial
        share price for the year.                                           performance.
    Equity instruments that will or may be settled in Casino, Guichard-
                                                                            Management evaluates the performance of these segments on
    Perrachon shares are included in the calculation only when their
                                                                            the basis of sales and trading profit. Total assets and liabilities by
    settlement would have a dilutive impact on earnings per share.
                                                                            segment are not specifically reported internally for management
                                                                            purposes and are therefore not disclosed in the Group’s IFRS 8
    1.4.33. Segment information                                             segment reporting.
    As required by IFRS 8 – Operating Segments, segment information
                                                                            Segment information is provided on the same basis as the
    is disclosed on the same basis as the Group’s internal reporting
                                                                            consolidated financial statements.
    system as used by the chief operating decision maker (the
    Chairman and CEO) in deciding how to allocate resources and
    in assessing performance.




    90 / CASINO GROUP / REGISTRATION DOCUMENT 2012
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                                                    FINANCIAL STATEMENTS
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                                                                                                                     Corporate
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                                                                                                                                          Meeting

                                                                                                   3.3. Notes to the consolidated financial statements
                                                                                                                                                            Additional
                                                                                                                                                            information
                                                                                                                                                                             3
NOTE 2. SIGNIFICANT EVENTS OF THE PERIOD
2.1. Changes in the scope of consolidation
The main changes in the scope of consolidation during 2012 were as follows:

Newly-consolidated and deconsolidated companies

                                                                                                                                                        Consolidation
    Company                                                                      Business        Country                            Operation                method
    GPA (see note 3.3)                                                            Retailing          Brazil            Acquisition of control                         FC
    Franprix-Leader Price sub-group (see note 3.1)                                Retailing        France              Acquisition of control                         FC
    Monshowroom.com (see note 2.2)                                           E-commerce            France             Acquisition of interest                         EM



Changes in percentage interest with no change of consolidation method

                                                                                                                                   Change in            Consolidation
    Company                                                                      Business              Country             percentage interest               method
    Mercialys(2)                                                               Real estate               France                           -10.3%                       FC
    Big C Thailand (see note 3.2)                                                  Retailing           Thailand                           -4.60%                       FC
                                                                                                                                                  (1)
    Franprix-Leader Price sub-group                                                Retailing             France                                                       EM
    (1) In June 2012, the Franprix-Leader Price sub-group acquired additional interests of 10% and 23% in the Planes and Faure sub-groups respectively, raising its
        interests to 36% and 49%. These sub-groups are still accounted for by the equity method and were acquired for €5 million each (fees included).
    (2) Before embarking on the process of losing control of Mercialys (see note 2.2), the Group had sold a 0.4% interest in the company, which had a €6 million impact on
        equity attributable to owners of the parent and €3 million on equity attributable to non-controlling interests.


A list of main consolidated companies is provided in note 38.


2.2. Other significant events
Process of loss of control of Mercialys

In early January 2012, the Group began the process of losing                              I   the Board’s special Committees (including the Investment
control of its subsidiary Mercialys. As of that date, as required by                          and Compensation Committees) are chaired by independent
IFRS 5, all of Mercialys’ assets and liabilities were classified in the                       directors;
balance sheet as “assets held for sale” and “liabilities associated                       I   a new 3½-year partnership has been entered into for property
with assets held for sale” (see note 11).                                                     development projects and Mercialys has full control over its
On 20 April 2012, in line with its new strategy, Mercialys made                               investment choices;
an exceptional payout from its reserves, as well as the final 2011                        I   other administrative services agreements have been amended.
dividend payment, for a total amount of €1,060 million, of which                          Although the conditions justifying loss of control were met at
€532 million was received by the Group.                                                   31 December 2012, Casino continued to steward Mercialys during
After selling a 9.9% interest, including 9.8% as a result of winding                      a transitional period until 13 February 2013. A new Chief Executive
up the total return swap (“TRS”) with a financial institution, the                        Officer and a new Chairman external to the Group were appointed
Group had reduced its interest in Mercialys to 40.2%, giving rise                         at the Mercialys Board meeting held on 13 February 2013.
to sale proceeds of €137 million and a gain of €88 million, which                         The full independence of Mercialys’ governing bodies and its
will be recognised upon loss of control. The impact of these                              new ownership structure will therefore be duly acknowledged at
transactions on non-controlling interests amounted to €49 million.                        the next Annual General Meeting and will formally mark Casino’s
The disposal process was accompanied by a reorganisation                                  loss of control.
of Mercialys’ governance and the agreements between Casino                                Consequently, the Mercialys group remained fully consolidated
and Mercialys:                                                                            in Casino’s consolidated financial statements at 31 December
I    the change of governance led to Casino losing its majority on                        2012 and classified as assets held for sale under IFRS 5 given
     the Board of Directors, with six out of a total of ten directors                     the Group’s commitment to complete the loss of control process.
     now independent;




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    3.3. Notes to the consolidated financial statements
                                                                             Parent company
                                                                             financial statements
                                                                                                     Corporate
                                                                                                     governance
                                                                                                                      General
                                                                                                                      Meeting
                                                                                                                                     Additional
                                                                                                                                     information




    Based on the market price at 31 December 2012, the value of               On 7 January 2013, after carrying out a preliminary review, Casino
    Casino’s 40.2% interest amounted to €634 million at 31 December           notified the competition authority of the proposed concentration
    2012 compared with a carrying amount of €39 million.                      and obtained a certificate of “completeness” on 6 February,
                                                                              thus triggering the enquiry period. The competition authority is
    Monoprix                                                                  expected to deliver its decision in mid-2013. If no decision is given
                                                                              by 30 October 2013, Casino may substitute a third party in its
    In 2000 and 2003, Galeries Lafayette sold 50% of Monoprix to
                                                                              place to acquire Galeries Lafayette’s interest in Monoprix. Casino
    Casino, giving it joint control. Under the contractual agreements
                                                                              has already entered into a carrying agreement for this purpose
    between Casino and Galeries Lafayette, Casino has a call option
                                                                              with a financial institution, in accordance with the provisions of
    on 10% of the capital, which if exercised would give it control
                                                                              Article 3.5 a) of Regulation EC 139/2004.
    of Monoprix, and Galeries Lafayette has a put option on its
    50% interest, exercisable from 1 January 2012 until 2028. As              Consequently, as there is no change in the agreements between
    of 31 March 2012, Casino has the separate right to appoint the            Casino and Galeries Lafayette until Galeries Lafayette sells its
    Chairman and Chief Executive for terms of three years alternating         interest in Monoprix, and as Galeries Lafayette will continue to play
    with Galeries Lafayette.                                                  its role as partner in Monoprix until the sale, the Group believes
                                                                              that the proportionate consolidation method remains appropriate.
    On 7 December 2011, Galeries Lafayette initiated the process
    of determining the price of its put, the first step in the sale of its
    interest in Monoprix.
                                                                              Monshowroom.com
                                                                              On 28 February 2012, Casino acquired a minority interest in
    Casino and Galeries Lafayette signed a letter of intent on 28 June
                                                                              Monshowroom.com, an online retailer of fashionwear and
    2012 followed by a memorandum of settlement on 26 July 2012
                                                                              multi-brand fashion accessories, thereby consolidating the
    concerning Galeries Lafayette’s sale of its 50% interest in Monoprix
                                                                              Group’s position in e-commerce. Casino has the option to
    to Casino. The transaction will be completed by 30 October
                                                                              obtain a controlling interest in the future. The investment was
    2013 at a price of €1,175 million, indexed as of 1 April 2013. A
                                                                              accounted for by the equity method and valued at €17 million at
    first-demand guarantee has been arranged in favour of Galeries
                                                                              31 December 2012.
    Lafayette, callable in October 2013.
    The rotating chairmanship provided for in the shareholder pact            Stock dividend option for the 2011 dividend
    between Casino and Galeries Lafayette was confirmed in the
                                                                              The Group paid €332 million in dividends, including €205 million in
    memorandum of settlement dated 26 July 2012. Jean-Charles
                                                                              cash and €127 million in Casino stock (see notes 25.1 and 25.4).
    Naouri, Chairman and Chief Executive Officer of Casino, was
    appointed Chairman and Chief Executive Officer of Monoprix,
                                                                              Financing transactions in 2012
    replacing Philippe Houzé, at the Board meeting held on 30
    November 2012.                                                            The Group issued €600 million of new 8-year bonds on 1 March
                                                                              2012 and €650 million of new 7-year bonds on 30 July 2012,
    After the sale, Casino and Galeries Lafayette will drop the legal
                                                                              paying an annual coupon of 3.99% and 3.157% respectively
    proceedings in progress.
                                                                              (see note 29.1).
    Casino’s acquisition of Galeries Lafayette’s interest in Monoprix
    requires prior approval from the French competition authority.




    92 / CASINO GROUP / REGISTRATION DOCUMENT 2012
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                          Management
                          report
                                            CONSOLIDATED
                                            FINANCIAL STATEMENTS
                                                                            Parent company
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                                                                                                    Corporate
                                                                                                    governance
                                                                                                                     General
                                                                                                                     Meeting
                                                                                                                                     Additional
                                                                                                                                     information

                                                                                     3.3. Notes to the consolidated financial statements
                                                                                                                                                      3
NOTE 3. BUSINESS COMBINATIONS
3.1. Franprix-Leader Price sub-group                                         3.3. GPA – Acquisition of control
During the year, Franprix-Leader Price acquired various sub-groups
                                                                             3.3.1. Acquisition of control
giving rise to the recognition of €127 million in goodwill and a
€1 million net loss arising on the remeasurement of its previously-          On 21 March 2012, in preparation for Brazil-based GPA’s change of
held non-controlling interests in certain sub-groups. Had these              control as set out in the Wilkes shareholder pact, Casino informed
acquisitions been made on 1 January 2012, they would have                    its partner Abilio Diniz that it intended to exercise its contractual
contributed an additional €74 million in sales and a net loss of             right to appoint the Chairman of Wilkes’ Board of Directors.
€28 million.
                                                                             Wilkes, GPA’s head holding company, held an Extraordinary
The two main transactions were the acquisition of controlling                General Meeting on 22 June 2012 in São Paulo, at which
interests in:                                                                Jean-Charles Naouri, Casino’s Chairman and CEO, was elected
                                                                             Chairman of Wilkes’ Board of Directors. On the same date, at
I   The Barat sub-group in March 2012.
                                                                             an extraordinary general meeting held by GPA, the shareholders
    The Group raised its interest from 49% to 100% for a                     elected the directors nominated by Casino –Eleazar de Carvalho
    consideration of €40 million.                                            Filho, Luiz Augusto de Castro Neves and Roberto Oliveira de
    The transaction comprised the acquisition of 22 Franprix and             Lima – raising the number of directors appointed by the Group
    Leader Price stores, giving rise to the recognition of €49 million in    to eight, out of a total fifteen.
    goodwill and a €1 million net loss arising on the remeasurement
                                                                             On 2 July 2012, Wilkes’ shareholders approved a change to
    of the Group’s previously-held interest.
                                                                             its Board of Directors consisting of replacing a Board member
I   A group of 21 Leader Price stores in south eastern France                appointed by Abilio Diniz with one appointed by Casino. This
    in July 2012.                                                            completed the process of obtaining control and gave Casino
    The Group raised its interest from 49% to 100% for a                     a majority of the seats on Wilkes’ Board of Directors, giving it
    consideration of €31 million.                                            power over Wilkes’ voting policy at GPA’s general meetings and,
    The transaction gave rise to the recognition of €62 million in           therefore, irrevocable control of GPA as well. Accordingly, as of
    goodwill. Remeasurement of the Group’s previously-held interest          that date GPA has been fully consolidated by the Group.
    had no impact.
                                                                             Determination of the fair value of the
                                                                             previously-held interest
3.2. Big C Thailand
                                                                             The fair value of the Group’s previously-held 40.32% interest in
Change in Casino’s percentage interest in Big C                              GPA was measured by an independent accounting firm, mainly
Thailand                                                                     by reference to the market price of GPA preferred shares at 2 July
                                                                             2012. The fair value of the interest on that basis was €3,331 million,
Casino’s interest in Big C Thailand decreased by 4.60% as a
                                                                             giving rise to a net gain of €904 million, recognised in “Other
result of (i) dilution due to the Group’s decision not to subscribe to
                                                                             operating income” (see note 7).
the rights issue made by Big C Thailand and (ii) disposals on the
market. These transactions had a positive impact of €139 million
on equity attributable to owners of the parent and €69 million on            Determination of the fair value of the
equity attributable to non-controlling interests.                            non-controlling interests
                                                                             The Group has decided to measure the non-controlling interests
Refinancing of the Carrefour Thailand acquisition                            at their fair value. The fair value of the 59.68% non-controlling
In January 2011, Big C Thailand took out a loan of THB 38.5 billion          interests in GPA not owned by the Group has been measured by
(€981 million) to finance its acquisition of Carrefour Thailand, with        reference to the market price of GPA preferred shares at 2 July
the option of extending its maturity to July 2012. On 28 June 2012,          2012. The interests held by third parties in GPA subsidiaries (Via
the acquisition was refinanced by a THB 32 billion (€802 million)            Varejo and Nova Pontocom) have been measured on a discounted
credit facility with maturities of between two and seven years.              cash flow basis. The discount rates used varied according to the
At 31 December 2012, Big C Thailand had drawn down THB                       subsidiary’s business activity. The fair values were determined by
23 billion (€570 million) on the facility (see note 29.1).                   an independent accounting firm.




                                                                                                    REGISTRATION DOCUMENT 2012 / CASINO GROUP / 93
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                                                      FINANCIAL STATEMENTS

    3.3. Notes to the consolidated financial statements
                                                                                            Parent company
                                                                                            financial statements
                                                                                                                          Corporate
                                                                                                                          governance
                                                                                                                                               General
                                                                                                                                               Meeting
                                                                                                                                                                  Additional
                                                                                                                                                                  information




    Fair value of identifiable assets and liabilities
    The acquisition-date fair values of GPA’s identifiable assets and liabilities, as provisionally determined by an independent accounting
    firm, are summarised below.



     € millions                                                                                                                                 Fair value at 2 July 2012
     Intangible assets                                                                                                                                                   3,707
     Property, plant and equipment                                                                                                                                       3,098
     Other non-current assets                                                                                                                                              598
     Deferred tax assets                                                                                                                                                   811
     Inventories                                                                                                                                                         2,014
     Trade receivables                                                                                                                                                   2,025
     Other assets                                                                                                                                                        1,157
     Cash and cash equivalents                                                                                                                                           2,159
     ASSETS                                                                                                                                                             15,570
     Provisions                                                                                                                                                            513
     Non-current financial liabilities                                                                                                                                   2,311
     Other non-current liabilities                                                                                                                                         608
     Deferred tax liabilities                                                                                                                                            1,369
     Current financial liabilities                                                                                                                                         959
     Trade payables                                                                                                                                                      1,641
     Other current liabilities                                                                                                                                           2,988
     LIABILITIES                                                                                                                                                        10,389
     Net identifiable assets and liabilities at 100% (A)                                                                                                                 5,181
     Fair value of the previously-held 40.3% interest (B)                                                                                                                3,331
     Fair value of non-controlling interests (full goodwill method) (C)                                                                                                  6,234
     GOODWILL (B+C–A)                                                                                                                                                    4,385


    At 31 December 2012, the main provisional fair value adjustments                         the Group. The goodwill mainly reflects GPA’s business outlook,
    were the recognition or remeasurement of brands (€1,379 million),                        geographical reach, cost optimisation and human capital.
    lease rights (€900 million), property assets (€83 million), tax-related
                                                                                             Between 2 July and 31 December 2012, GPA contributed
    liabilities (€200 million) and deferred tax liabilities related to fair
                                                                                             €10,482 million and €1,190 million to Casino’s consolidated net
    value adjustments (€591 million).
                                                                                             sales and profit before tax respectively.
    The fair values of identifiable assets and liabilities are provisional
                                                                                             The table below shows the effect of full consolidation of GPA
    and are expected to change by 30 June 2013.
                                                                                             in the Group’s consolidated financial statements for the period
    This provisional allocation gave rise to the recognition of                              ended 31 December 2012 as if control of GPA had been obtained
    €4,385 million of goodwill, including €1,670 million attributable to                     on 1 January 2012.


     € millions                                                                               31 December 2012 reported                   31 December 2012 pro forma
     Net sales                                                                                                            41,971                                       47,712
     Trading profit                                                                                                         2,002                                        2,279
     Operating profit                                                                                                       2,379                                        2,630
     Net financial income/(expense)                                                                                          (499)                                        (638)
     Profit before tax                                                                                                      1,880                                        1,991
     TOTAL NET PROFIT                                                                                                       1,533                                        1,614
                                                                 (1)
     Net profit attributable to owners of the parent                                                                         1,062                                        1,048
     Profit attributable to non-controlling interests                                                                          470                                              566
     (1) The €14 million decrease in the pro forma net income attributable to equity owners of the parent stems from the fact that certain transactions are accounted for
         directly in equity, as they are now transactions between owners. They were previously transactions with a proportionately consolidated company and treated
         through profit or loss for the period. The transactions involved are the issuance of preferred shares to Casino and the exercise of stock options (see note 3.3.2).




    94 / CASINO GROUP / REGISTRATION DOCUMENT 2012
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                        Management
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                                           CONSOLIDATED
                                           FINANCIAL STATEMENTS
                                                                         Parent company
                                                                         financial statements
                                                                                                 Corporate
                                                                                                 governance
                                                                                                                  General
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                                                                                                                                  Additional
                                                                                                                                  information

                                                                                  3.3. Notes to the consolidated financial statements
                                                                                                                                                   3
Liabilities corresponding to put options granted                          (ii) exercise of the first Diniz put option (see note 3.3.1) and (iii)
to the Diniz family                                                       the sale of 6.5 million shares, representing 2.5% of GPA’s share
                                                                          capital, in the final quarter of 2012 for an amount of €218 million
The Group had granted the Diniz family two put options on                 (positive impact of €17 million on equity attributable to owners
shares in GPA’s head holding company, covering 1,000,000 and              of the parent).
19,375,000 GPA shares respectively.
                                                                          The preferred share issue, which was made in consideration
The first option was exercised in August 2012 for a price of USD          for the tax saving arising on the amortisation of a portion of the
11 million (€9 million). This had a positive impact of €22 million on     acquisition goodwill relating to GPA, was finalised in May 2012
equity attributable to owners of the parent and a negative impact         after GPA’s shareholders had exercised their pre-emptive rights.
of €31 million on equity attributable to non-controlling interests.       Casino therefore received 1.6 million GPA shares. This transaction
After exercise of the first option, the second option on 7.4% of the      generated a gain of €21 million recognised under “Other operating
share capital at 31 December 2012 may be exercised for a period           income” (see note 7).
of eight years as of 22 June 2014. The exercise price is based
on market multiples applied to GPA’s sales, EBITDA, EBITA and             3.3.3. Arbitration proceedings between casino
pre-tax profit for the two years preceding exercise of the option.               and the Diniz group
On the reporting date, this option was measured and recognised            Casino initiated two International Chamber of Commerce arbitration
in financial liabilities for an amount of €399 million (see note 29.4)    proceedings against the Diniz group on 30 May and 1 July 2011
and had a positive impact of €176 million on equity attributable          respectively, seeking compliance with and due performance of
to owners of the parent and a negative impact of €574 million on          the shareholder pact of 27 November 2006 relative to the holding
equity attributable to non-controlling interests.                         company Wilkes. The two cases have been combined into one,
                                                                          seeking compliance with the shareholder pact.
3.3.2. Change of percentage interest in GPA
       during the year                                                    A second arbitration proceeding was initiated by Abilio Diniz at the
                                                                          end of 2012, seeking specific performance of the shareholder pact,
At 31 December 2012, the Group owned 38.17% of GPA                        in particular as regards his rights within GPA’s Board of Directors.
compared with 40.13% at 31 December 2011, a decrease of
1.96% resulting mainly from (i) the issue of 1.6 million preferred        Both proceedings are subject to confidentiality undertakings.
shares to Casino at a price of BRL 85.66 per share (see below),


NOTE 4. ADDITIONAL INFORMATION ON THE STATEMENT OF CASH FLOWS

4.1. Change in operating working capital

 € millions                                                                                                       2012                  2011
 Inventories of goods                                                                                              (283)                 (335)
 Property development work in progress                                                                               11                   (26)
 Trade payables                                                                                                     585                   378
 Trade receivables                                                                                                   (8)                   12
 Finance receivables (credit activity)                                                                              918                  (170)
 Finance payables (credit activity)                                                                                (862)                  226
 Other                                                                                                             (166)                  (31)
 CHANGE IN OPERATING WORKING CAPITAL                                                                                194                    54



4.2. Effect on cash of changes in scope of consolidation resulting in the gain or loss
     of control

 € millions                                                                                                       2012                  2011
 Amounts paid for acquisition of control                                                                           (116)               (1,114)
 Cash/(bank overdrafts) related to acquisition of control                                                         1,297                    89
 Amounts received for loss of control                                                                                88                   266
 Cash/(bank overdrafts) related to loss of control                                                                   (3)                     -
 EFFECT OF CHANGES IN SCOPE OF CONSOLIDATION
 RESULTING IN THE GAIN OR LOSS OF CONTROL                                                                         1,266                  (759)




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    3.3. Notes to the consolidated financial statements
                                                                                 Parent company
                                                                                 financial statements
                                                                                                          Corporate
                                                                                                          governance
                                                                                                                          General
                                                                                                                          Meeting
                                                                                                                                          Additional
                                                                                                                                          information




    In 2012, the impact of these transactions on the Group cash                   In 2011, the impact on cash of changes in scope of consolidation
    position mainly comprised:                                                    resulting in the gain or loss of control mainly comprised:
    I    acquisition of control of GPA (€1,293 million);                          I   acquisition of Carrefour’s operations in Thailand (€950 million);
    I    acquisitions of control made by the Franprix Leader-Price                I   acquisition and disposal of companies in the Franprix-Leader
         sub-group (€(109) million);                                                  Price sub-group (€26 million and €22 million respectively);
    I    receipt of the final instalment due from the Venezuelan                  I   receipt of sums due from the Venezuelan government relating
         government relating to the sale of Cativen in November 2010                  to the sale of Cativen in November 2010 (€266 million).
         (€83 million net of expenses).


    4.3. Impact on cash of changes in scope of consolidation related to joint ventures
         and associated companies

        € millions                                                                                                         2012                 2011
        Amount paid for the acquisition of joint ventures(1)                                                                (21)                (818)
        Cash/(bank overdrafts) of joint ventures acquired                                                                     3                  168
        Amount received for the disposal of joint ventures(1) or associates(2)                                                1                  212
        (Cash)/bank overdrafts of joint ventures sold                                                                       (10)                 (67)
        IMPACT ON CASH OF CHANGES IN SCOPE OF CONSOLIDATION
        RELATED TO JOINT VENTURES AND ASSOCIATED COMPANIES                                                                  (26)                (504)
        (1) Proportionately consolidated.
        (2) Equity accounted.


    In 2012, the impact on cash of changes in scope of consolidation              In 2011, the impact on cash of changes in scope of consolidation
    resulted mainly from the acquisition of Monshowroom.com (see                  resulted mainly from the change of percentage interest in GPA.
    note 2.2) and the change of percentage interest in GPA in the
    first half of 2012.


    4.4. Impact on cash of transactions with owners of non-controlling interests

        € millions                                                                                                         2012                 2011
        Sale of GPA shares and exercise of the first put option (see note 3.3.2)                                            209                     -
        Sale of shares and Big C Thailand rights issue (see note 3.2)                                                       198                     -
        Compensation paid to the Baud family with respect to 2008 dividends and contingent
        consideration on the sale of Franprix and Leader Price shares                                                          -                 (34)
        Sale to Exito of interests in Disco and Devoto and Exito share issue                                                   -                 391
        Other                                                                                                                (7)                 (57)
        IMPACT OF TRANSACTIONS WITH OWNERS OF NON-CONTROLLING INTERESTS                                                     400                  300




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                                                                                                                                       Meeting

                                                                                                3.3. Notes to the consolidated financial statements
                                                                                                                                                          Additional
                                                                                                                                                          information
                                                                                                                                                                           3
NOTE 5. SEGMENT INFORMATION

5.1. Key indicators by operating segment

                                                               France                                            International
                                                                                                                                          Other
                                             Casino                           Franprix-               Latin                         Businesses,
 € millions                                  France       Monoprix         Leader Price             America           Asia         International                   2012
 External sales                               12,158           2,010                4,279             19,251        3,407                      866            41,971
 Trading profit(1)                               400              122                  163             1,060           241                      16                2,002
 (1) In accordance with IFRS 8 “Operating segments”, information by operating segment is prepared based on internal reports and includes the allocation of holding
     company costs to all of the Group’s business units.



                                                                France                                            International
                                                                                                                                           Other
                                              Casino                           Franprix-               Latin                         Businesses,
 € millions                                   France       Monoprix         Leader Price             America           Asia         International                  2011
 External sales                                12,365           1,973                4,410             11,826        2,895                      892               34,361
 Trading profit(1)                                 458             128                  164                565          212                      22                1,548
 (1) In accordance with IFRS 8 “Operating segments”, information by operating segment is prepared based on internal reports and includes the allocation of holding
     company costs to all of the Group’s business units.




5.2. Non-current assets by geographical segment

Total non-current assets(1)

                                                                                                                                         Other
                                                                                                 Latin                             Businesses,
 € millions                                                                  France            America               Asia         International                    T
                                                                                                                                                                   Total
 31 December 2012                                                              8,618             13,337             2,092                      328                24,375
 31 December 2011                                                              9,685              5,875             1,968                      320                17,848
 (1) Non-current assets include goodwill, intangible assets, property, plant & equipment, investment property, investments in associates and long-term deferred
     charges.




NOTE 6. TRADING PROFIT

6.1. Total revenue

 € millions                                                                                                                            2012                        2011
 Net sales                                                                                                                           41,971                       34,361
 Other income                                                                                                                            322                        375
 TOTAL REVENUE                                                                                                                       42,292                       34,736


2012 sales were boosted by changes in the scope of consolidation,                      The €53 million decrease in other income compared with 2011
mainly the acquisition of control of GPA (see note 3.3).                               was due primarily to a €68 million decrease in the sale of assets
                                                                                       related to the photovoltaic energy business.




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                                                                                            Parent company
                                                                                            financial statements
                                                                                                                       Corporate
                                                                                                                       governance
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    6.2. Cost of goods sold
     € millions                                                                                                                        2012           2011
     Purchases and change in inventories                                                                                            (29,653)      (24,097)
     Logistics costs                                                                                                                 (1,473)        (1,310)
     COST OF GOODS SOLD                                                                                                             (31,126)       (25,407)



    6.3. Expenses by nature and function
                                                                                                                               General and
                                                                                                                             administrative
                                                                                            (1)
     € millions                                                       Logistics costs             Selling expenses               expenses             2012
     Employee benefits expense                                                       (605)                  (3,354)                   (918)         (4,877)
     Other expenses                                                                  (822)                  (3,502)                   (586)         (4,910)
     Depreciation and amortisation expense                                             (46)                   (622)                   (182)           (851)
     TOTAL                                                                         (1,473)                  (7,478)                  (1,686)       (10,637)
     (1) Logistics costs are reported in the income statement under “Cost of goods sold”.


                                                                                                                              General and
                                                                                                                            administrative
     € millions                                                       Logistics costs(1)          Selling expenses              expenses              2011
     Employee benefits expense                                                       (522)                   (2,879)                  (770)         (4,172)
     Other expenses                                                                  (746)                   (2,933)                  (501)         (4,180)
     Depreciation and amortisation expense                                             (41)                    (576)                  (122)           (739)
     TOTAL                                                                         (1,310)                   (6,388)                (1,393)         (9,090)
     (1) Logistics costs are reported in the income statement under “Cost of goods sold”.



    6.3.1. Employees

     Employees at 31 December (number of employees)                                                                                    2012           2011
     Number of employees                                                                                                            316,711       223,050
     Full-time equivalents                                                                                                          295,840       207,498


    Employees of associates are not included in these figures.                               The amount of future operating lease payments and minimum
    Employees of joint ventures are included proportionally to the                           lease payments to be received under non-cancellable sub-leases
    Group’s percentage interest.                                                             are disclosed in note 33.3.2.
    The increase in the number of employees and full-time equivalents
    in 2012 was due primarily to the acquisition of control of GPA                           Finance lease liabilities
    (96,948 employees and 90,113 FTEs).
                                                                                             Conditional rental payments related to finance leases included
                                                                                             in the income statement amounted to €1 million in 2012 and
    6.3.2. Finance and operating lease expense                                               €2 million in 2011.

    Operating leases                                                                         The amount of future finance lease payments and minimum lease
                                                                                             payments to be received under non-cancellable sub-leases are
    Operating lease payments amounted to €911  million at                                    disclosed in note 33.3.1.
    31 December 2012 (including €836 million for property assets)
    and €697 million at 31 December 2011 (including €627 million
    for property assets).

    6.4. Depreciation

     € millions                                                                                                                        2012           2011
     Depreciation and amortisation expense – owned assets                                                                              (804)          (694)
     Depreciation expense – finance leases                                                                                              (47)           (45)
     DEPRECIATION AND AMORTISATION EXPENSE                                                                                             (851)          (739)


    98 / CASINO GROUP / REGISTRATION DOCUMENT 2012
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                                                    FINANCIAL STATEMENTS
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                                                                                                      3.3. Notes to the consolidated financial statements
                                                                                                                                                                   Additional
                                                                                                                                                                   information
                                                                                                                                                                                     3
NOTE 7. OTHER OPERATING INCOME AND EXPENSE

 € millions                                                                                                                                     2012                       2011
 T
 Total other operating income                                                                                                                  1,078                         269
 T
 Total other operating expense                                                                                                                  (701)                      (426)
                                                                                                                                                 377                       (157)
 BREAKDOWN BY TYPE
 Gains and losses on disposal of non-current assets                                                                                              110                         130
                                                       (1)
 Gain on property development operations                                                                                                         103                           69
 Gain on disposals in the Monoprix group                                                                                                           12                            -
 Gain on disposals in the GPA group                                                                                                                (5)                           -
 Gain on disposal of OPCI property mutual fund(2)                                                                                                    -                         24
 Gain on disposal of GPA shares(3)                                                                                                                   -                         37
 Other operating income and expense                                                                                                              267                       (286)
 Restructuring provisions and expense(4)                                                                                                        (200)                      (155)
                        (8)
 Impairment losses                                                                                                                              (123)                        (23)
 Provisions for litigation and risks(5)                                                                                                          (68)                        (19)
                                                                    (6)
 Net income/(expenses) related to changes in scope                                                                                               672                            1
 Colombian equity tax(7)                                                                                                                             -                       (68)
 Other                                                                                                                                           (13)                        (23)
 TOTAL OTHER OPERATING INCOME AND EXPENSE, NET                                                                                                   377                       (157)
 (1) In 2012, as part of its new strategy, Mercialys sold 21 assets including 14 local shopping centres, an off-plan extension and 6 individual lots. In 2011, the gain arose
     from the Mercialys group’s disposal of 16 assets considered to be sufficiently mature, and the disposal of other non-operating assets held by other Group real
     estate companies.
                                                                                                                      é
 (2) In 2011, the Group sold the bulk of its interests in property mutual funds AEW Immocommercial, SPF1 and Vivéris mainly to a related party for the sum of
     €83 million, giving rise to a €24 million gain.
 (3) In 2011, the €37 million gain arose upon the Group’s disposal of a 3% interest in GPA for an amount of USD 274 million (€212 million).
 (4) The restructuring charge in 2012 mainly concerned Casino France (€94 million), Franprix-Leader Price (€62 million) and GPA (€21 million). In 2011, it mainly
     concerned Casino France and Franprix-Leader Price (€46 million each), as well as integration costs in Thailand and Brazil (€48 million).
 (5) Corresponds mainly to fiscal risks and disputes in the Group’s various entities.
 (6) The €672 of net income recognised in 2012 arose mainly from the remeasurement at fair value of the previously-held interest in GPA (€904 million, see note 3.3),
     offset by expenses totalling €157 million related to (i) acquiring control of GPA and defending the Group’s interests in Brazil, (ii) acquiring control of Monoprix and (iii)
     the process of loss of control of Mercialys, as well as impairment losses on commitments to purchase Franprix-Leader Price master franchises (€62 million).
 (7) On 1 January 2011, the Exito subsidiary became liable to a tax determined on the basis of its equity, payable in eight half-yearly instalments. A liability was therefore
     recognised corresponding to the net present value of the payments due over the four-year period.
 (8) Breakdown of impairment losses:



 € millions                                                                                                       Notes                         2012                       2011
 Goodwill impairment losses                                                                                          13.2                        (73)                          (3)
 Impairment reversals/(losses) on intangible assets                                                                  14.2                          (7)                          2
 Impairment reversals/(losses) on property, plant & equipment                                                        15.2                          (8)                          4

 Impairment reversals/(losses) on financial assets(1)                                                                                            (35)                        (26)

 TOTAL IMPAIRMENT LOSSES, NET                                                                                                                   (123)                        (23)
 (1) In 2012, mainly includes €30 million in impairment of Franprix-Leader Price associates (see note 18.1). In 2011, mainly includes impairment of receivables and
     inventories.




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                                                                                         Parent company
                                                                                         financial statements
                                                                                                                       Corporate
                                                                                                                       governance
                                                                                                                                           General
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                                                                                                                                                              information




    NOTE 8. FINANCIAL INCOME AND EXPENSE

    8.1. Finance costs, net

     € millions                                                                                                                            2012                         2011
     Gains and losses on sales of cash equivalents                                                                                              1                          1
     Revenue from cash and cash equivalents                                                                                                  151                          83
     Income from cash and cash equivalents                                                                                                   152                          84
     Interest expense on borrowings after hedging                                                                                           (665)                       (550)
     Interest expense on finance lease liabilities                                                                                             (5)                        (7)
     Finance costs                                                                                                                         (670)                        (556)
     TOTAL FINANCE COSTS, NET                                                                                                              (519)                        (472)



    8.2. Other financial income and expense

     € millions                                                                                                                            2012                         2011
     Investment income                                                                                                                          2                          3
     Exchange gains (other than on borrowings)                                                                                                 26                         56
     Discounting and discounting reversal adjustments                                                                                          13                         23
     Gains from remeasurement at fair value of derivative instruments not qualifying for hedge
     accounting(1)                                                                                                                             58                        104
     Other financial income                                                                                                                    79                         75
     Financial income                                                                                                                        177                         260
     Exchange losses (other than on borrowings)                                                                                              (27)                        (66)
     Discounting and discounting reversal adjustments                                                                                        (22)                        (20)
     Losses from remeasurement at fair value of derivative instruments not qualifying for hedge
     accounting                                                                                                                                (3)                       (18)
     Losses from remeasurement at fair value of financial assets at fair value through profit or loss                                          (2)                          -
     Other financial expense                                                                                                                (103)                         88
     Financial expense                                                                                                                     (157)                        (192)
     TOTAL OTHER FINANCIAL INCOME AND EXPENSE, NET                                                                                             20                         68
     (1) In 2012, this item mainly comprises €46 million in fair value adjustments to the GPA TRS (see below). In 2011, it mainly comprised €87 million in fair value
         adjustments to swaps, following the disqualification of swaps relating to the 2017 and 2021 bond issues. The Mejia swaption and the euro component of the
         Suramericana TSR on Exito shares were also unwound, giving rise to an €11 million gain.


    In December 2011, Casino entered into a Total Return Swap (TRS)                        At the end of December 2012, the Group entered into a 2-year
    with a financial institution covering 7.9 million American Depositary                  forward contract on a maximum of 6.0 million ADRs, representing
    Receipts (ADRs) representing 3% of GPA’s share capital. At                             2.3% of GPA’s share capital, paying interest at Libor +300 bp.
    inception, the TRS had a maturity of 2½ years and a notional                           The contract will be settled in cash. It is a derivative instrument
    amount of €215 million. It will be settled in cash. The TRS is a                       measured at fair value through profit or loss. The agreement
    derivative instrument measured at fair value through profit or loss.                   stipulates a start date of 2 January 2013 and its fair value at
    Following a change to the entry price, Casino received the sum of                      31 December 2012 was therefore zero.
    €69 million, which was recognised during the year. At 31 December
                                                                                           During 2012, the Group entered into a TRS with a financial
    2012, the swap covered 7.8 million ADRs with an interest rate
                                                                                           institution covering 20.6 million Big C Thailand shares representing
    of 3-month Euribor +350 bp. Its fair value at 31 December 2012
                                                                                           2.5% of its share capital. The TRS has a notional amount of
    was €(23) million versus zero at 31 December 2011.
                                                                                           €108 million maturing on 1 July 2014 and an interest rate of
    At the end of July 2012, the Group purchased call options on                           3-month Euribor +230 bp. The contract will be settled in cash.
    8.9 million GPA ADRs from a financial institution, representing                        The TRS is a derivative instrument measured at fair value through
    about 3.4% of GPA’s share capital. The options may be exercised                        profit or loss. Its fair value at 31 December 2012 was €(4) million.
    at any time and expire on 30 June 2014. Their fair value was not
    material at 31 December 2012.




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                                                                                                                                                        Additional
                                                                                                                                                        information
                                                                                                                                                                           3
NOTE 9. INCOME TAX (EXPENSE)/BENEFIT

9.1. Income tax expense
9.1.1. Analysis of income tax expense

 € millions                                                                                                                           2012                      2011
 Current taxes                                                                                                                        (289)                     (198)
 France                                                                                                                                 (87)                        (82)
 International                                                                                                                        (202)                     (116)
 Other taxes (CVAE)                                                                                                                     (66)                        (67)
 France                                                                                                                                 (63)                        (65)
 International                                                                                                                           (2)                         (2)
 Deferred taxes                                                                                                                          32                          38
 France                                                                                                                                  68                          35
 International                                                                                                                          (36)                          2
 TOTAL INCOME TAX EXPENSE                                                                                                             (323)                     (228)
 France                                                                                                                                 (82)                    (112)
 International                                                                                                                        (241)                     (116)



9.1.2. Reconciliation of theoretical and actual tax expense

 € millions                                                                                                                           2012                      2011
 Profit before tax and share of profits of associates                                                                                1,880                          987
 Standard French tax rate                                                                                                          34.43%                   34.43%
 Income tax at the standard French tax rate                                                                                           (647)                     (340)
 Impact of tax rate differences in foreign subsidiaries                                                                                139                           33
 Mercialys tax-exempt profit                                                                                                             57                          37
                       (1)
 Change of tax rate                                                                                                                      35                           9
 Non-deductible equity tax in Colombia                                                                                                     -                        (23)
 Gains or losses on remeasurement of previously-held interests pursuant to transactions
 resulting in gain or loss of control                                                                                                  226                             -
 Goodwill impairment loss                                                                                                               (36)                           -
 Loss on master franchise put options                                                                                                   (21)                           -
 Other items taxed at a lower rate or tax exempt                                                                                         (1)                         47
 Non-recognition of deferred tax assets on tax loss carry forwards or other deductible
 temporary differences                                                                                                                  (61)                        (15)
 Recognition of previously unrecognised tax benefits on tax losses and other deductible
 temporary differences                                                                                                                   12                          37
 Non-deductible financial expense(2)                                                                                                    (16)                           -
 Tax credits                                                                                                                             21                          29
 CVAE net of income tax                                                                                                                 (39)                         44
 Other                                                                                                                                   10                           2
 ACTUAL INCOME TAX EXPENSE                                                                                                            (323)                     (228)
 Effective tax rate paid by the Group                                                                                              17.20%                   23.11%
 (1) In 2012, the main effect was a decrease in the tax rate in Colombia.
 (2) France’s 2012 amended Finance Act introduced a new flat-rate restriction on the deductibility of financial expenses paid by French companies. Deductions are
     limited to 85% of financial expenses in 2012 and in 2013, decreasing to 75% for 2014 and beyond.


The 2011 amended Finance Act introduced a surtax on French                            and extended until 2014. This measure added €2 million to the
companies with revenues of more than €250 million, equal to                           Group’s tax expense for the period.
5% of the corporate income tax due. It was renewed in 2012



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    9.2. Deferred taxes
    9.2.1. Change in deferred tax assets

     € millions                                                                                                 2012                2011
     At 1 January                                                                                                377                 119
     Benefit (expense) for the period on continuing operations                                                  (305)                300
     Impact of changes in exchange rates, scope of consolidation and reclassifications                           551                 (38)
     Deferred tax assets recognised directly in equity                                                            48                   (3)
     AT 31 DECEMBER                                                                                              671                 377



    9.2.2. Change in deferred tax liabilities

     € millions                                                                                                 2012                2011
     At 1 January                                                                                                697                 444
     Expense (benefit) for the period                                                                           (337)                262
     Impact of changes in exchange rates, scope of consolidation and reclassifications                         1,006                   (8)
     Deferred tax assets recognised directly in equity                                                              -                   -
     AT 31 DECEMBER                                                                                            1,366                 697



    9.2.3. Breakdown of deferred tax assets and liabilities by source

                                                                                                                    Net
     € millions                                                                                                 2012                2011
     Intangible assets                                                                                          (969)               (298)
     Property, plant and equipment                                                                              (327)               (313)
       of which finance leases                                                                                   (88)                (68)
     Inventories                                                                                                  30                  44
     Financial instruments                                                                                         2                  33
     Other assets                                                                                                (61)                  (7)
     Provisions                                                                                                  206                  89
     Untaxed provisions                                                                                         (181)               (160)
     Other liabilities                                                                                           145                  96
       Of which finance lease liabilities                                                                         26                  11
     Tax loss carry forwards                                                                                     461                 197
     NET DEFERRED TAX ASSETS (LIABILITIES)                                                                      (695)               (320)
     Deferred tax assets recognised in the balance sheet                                                         671                 377
     Deferred tax liabilities recognised in the balance sheet                                                  1,366                 697
     NET                                                                                                        (695)               (320)


    In 2012, the Casino, Guichard-Perrachon group tax relief              9.3. Unrecognised deferred tax assets
    agreement resulted in a tax saving of €126 million compared with
    €124 million in 2011.                                                 At 31 December 2012, the Group had €135 million of unused
                                                                          unrecognised tax loss carry forwards (€43 million of unrecognised
    Recognised tax loss carry forwards mainly concern GPA and             deferred tax assets) compared with €58 million and €20 million
    Casino Guichard-Perrachon. The corresponding deferred tax             respectively in 2011. These losses mainly concern Franprix-Leader
    assets have been recognised in the balance sheet as their             Price and Cdiscount.
    utilisation is considered probable in view of the forecast future
    taxable profits of the companies concerned.




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                                                                                                                                             3
Expiry dates of tax loss carry forwards

 € millions                                                                                                  2012                  2011
 Less than 1 year                                                                                                -                     -
 One to two years                                                                                                1                     -
 Two to three years                                                                                              2                     -
 More than three years                                                                                         41                    20
 TOTAL                                                                                                         43                    20




NOTE 10. SHARE OF PROFITS OF ASSOCIATES
 € millions                                                                                                  2012                  2011
 GPA group associates                                                                                            8                     3
 Other                                                                                                          (3)                    2
 Franprix and Leader Price group associates                                                                   (26)                  (12)
 SHARE OF PROFITS OF ASSOCIATES                                                                               (21)                   (7)




NOTE 11. DISCONTINUED OPERATIONS AND NON-CURRENT ASSETS HELD FOR SALE

11.1. Breakdown of discontinued operations and non-current assets held for sale
Non-current assets held for sale:


 € millions                                                                                                  2012                  2011
 Franprix-Leader Price group property assets                                                                     -                   14
 Mercialys sub-group assets (see note 11.2)                                                                 1,461                      6
 Non-current assets held for sale                                                                           1,461                    20
 Liabilities associated with non-current assets held for sale (see note 11.2)                               1,095                      -




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                                                                                                      Parent company
                                                                                                      financial statements
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                                                                                                                                    governance
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                                                                                                                                                         Meeting
                                                                                                                                                                             Additional
                                                                                                                                                                             information




    11.2. Mercialys sub-group assets held for sale and associated liabilities
    The Mercialys sub-group assets held for sale and associated liabilities break down as follows:


        € millions                                                                                                                                                                   2012
        Goodwill, intangible assets and property, plant & equipment                                                                                                                     51
        Investment property(1)                                                                                                                                                      1,143
        Other non-current assets                                                                                                                                                        17
        T
        Total non-current assets                                                                                                                                                    1,211
        Other current assets                                                                                                                                                            46
        Cash and cash equivalents                                                                                                                                                     205
        T
        Total current assets                                                                                                                                                          250
        TOTAL ASSETS                                                                                                                                                                1,461
        Non-current financial liabilities                                                                                                                                           1,003
        Other non-current liabilities                                                                                                                                                   22
        Total non-current liabilities
        T                                                                                                                                                                           1,026
        Current financial liabilities                                                                                                                                                   22
        Trade payables                                                                                                                                                                  13
        Other current liabilities                                                                                                                                                       35
        T
        Total current liabilities                                                                                                                                                       70
        TOTAL LIABILITIES                                                                                                                                                           1,095
        (1) Fair values of investment property relating to Mercialys.

    At 31 December 2012, BNP Real Estate Valuation, Catella, Galtier and Icade updated                 These appraisals, based on recurring rental revenue of €137 million, valued the
    the previous appraisals of Mercialys’ property assets:                                             portfolio at a total of €2,339 million including transfer taxes at 31 December 2012,
                                                                                                       compared with €2,427 million at 31 December 2011.
    I    BNP Real Estate Valuation appraised the portfolio of 76 hypermarkets, making
         onsite visits to 7 properties in the second half of 2012 and updating its appraisals at       The portfolio value has therefore decreased by 3.6% over one year (up 2.2% on a
         30 June 2012 for the other 69 (which included 13 onsite visits in the first half of 2012);    like-for-like basis) and by 6.4% over six months (0.9% on a like-for-like basis).
    I    Catella appraised the portfolio of 11 supermarkets, updating its appraisals at                The average capitalisation rates were as follows:
         30 June 2012;
    I    Galtier appraised 14 of the remaining properties, making onsite visits to 4 properties in
         the second half of 2012 and updating its appraisals at 30 June 2012 for the other 10;
                                                                                                                                                                 2012                 2011
    I    Icade appraised the Caserne de Bonne shopping centre in Grenoble and a property
         in the Paris region, updating its appraisals at 30 June 2012.                                  Large shopping centres                                   5.6%                 5.4%
                                                                                                        Neighbourhood shopping centres                           6.5%                 6.5%
                                                                                                        Total portfolio                                          5.8%                 5.8%


                                                                                                       Based on annual rental revenue of €137 million and a capitalisation rate of 5.8%, a
                                                                                                       0.5% increase/decrease in the capitalisation rate would have the effect of respectively
                                                                                                       increasing/decreasing fair value by €219 million or €184 million.
                                                                                                       Based on a capitalisation rate of 5.8%, a 10% increase or decrease in rental revenue
                                                                                                       would have the effect or increasing or decreasing fair value by €234 million.




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                                                                                                                                             3
Mercialys’ cash flows are as follows:


 € millions                                                                                                                        2012
 Net cash from operating activities                                                                                                 210
 Net cash from investing activities                                                                                                  99
 Net cash from financing activities                                                                                                (105)
 TOTAL                                                                                                                              203


Mercialys has not been reclassified in discontinued operations as it does not correspond to a distinct geographical or business segment.


11.3. Income statement and cash flows of discontinued operations
The income statements for the US and Polish operations, presented under a single line of the consolidated income statement under
discontinued operations, break down as follows:


 € millions                                                                                                  2012                  2011
 Net sales                                                                                                       -                     -
 Gross profit                                                                                                    -                     -
 T
 Trading profit                                                                                                (1)                   (3)
 Other operating income and expense                                                                             (2)                 (10)
 Operating profit                                                                                               (3)                  (13)
 Net financial income/(expense)                                                                                  -                     -
 Income tax expense                                                                                              1                     4
 Share of profits of associates                                                                                  -                     -
 NET PROFIT/(LOSS) FROM DISCONTINUED OPERATIONS                                                                (2)                   (9)
 Attributable to owners of the parent                                                                          (2)                   (9)
 Attributable to non-controlling interests                                                                       -                     -


In 2011, the net loss from discontinued operations mainly comprised the €7 million compensation awarded by the arbitration board
to the Baud family in respect of the disposal of Leader Price Polska.

Cash flows of discontinued operations

 € millions                                                                                                  2012                  2011
 Net cash from operating activities                                                                             (5)                  (4)
 Net cash from investing activities                                                                              -                     -
 Net cash from financing activities                                                                              -                     -
 NET CHANGE IN CASH AND CASH EQUIVALENTS OF DISCONTINUED OPERATIONS                                            (5)                   (4)




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    NOTE 12. EARNINGS PER SHARE

    12.1. Number of shares

     Calculation of the weighted average number of shares and potential shares used
     to determine diluted earnings per share                                                                                               2012                      2011
     WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING
     DURING THE PERIOD
     Total ordinary shares                                                                                                        111,825,980               110,480,574
     Ordinary shares held in treasury                                                                                                  (84,121)                 (495,680)
     Weighted average number of ordinary shares before dilution                                                     (1)           111,741,859               109,984,894
     POTENTIAL SHARES REPRESENTED BY:
     Stock options                                                                                                                     523,800                   639,133
     Non-dilutive instruments (out of the money or covered by calls)                                                                  (309,778)                 (392,968)
     Weighted average number of dilutive instruments                                                                                   214,022                   246,165
                                                                         (1)
     Theoretical number of shares purchased at market price                                                                           (170,168)                 (207,971)
     Dilutive effect of stock options                                                                                                    43,854                    38,194
     Share grants                                                                                                                      387,500                   595,198
     Total potential dilutive shares
     T                                                                                                                                 431,355                   633,393
     TOTAL DILUTED NUMBER OF SHARES                                                                                 (2)           112,173,213               110,618,287
     (1) In accordance with the treasury stock method, the proceeds from the exercise of warrants and options are assumed to be used in the first instance to buy back
         shares at market price. The theoretical number of shares that would be purchased is deducted from the total shares that would be issued on exercise of the rights
         attached to the warrants and options. Any theoretical shares in excess of the number of shares resulting from the exercise of rights are not taken into account.



    12.2. Profit attributable to ordinary shares

     € millions                                                                                                                            2012                      2011
     Net profit attributable to owners of the parent                                                                                      1,063                        568
     Dividends payable on deeply subordinated perpetual bonds                                                                                 (9)                      (19)
     PROFIT ATTRIBUTABLE TO HOLDERS OF ORDINARY SHARES                                                              (3)                   1,053                        549
     of which:
            profit from continuing operations, attributable to equity holders of the parent                         (4)                   1,055                        558
            profit from discontinued operations, attributable to equity holders of the parent                                                 (2)                        (9)




    12.3. Earnings per share

     In €                                                                                                                                  2012                      2011
     Basic earnings per share attributable to owners of the parent:
            on continuing and discontinued operations                                                           (3)/(1)                     9.42                      4.99
            on continuing operations                                                                            (4)/(1)                     9.44                      5.08
     Diluted earnings per share attributable to owners of the parent:
            on continuing and discontinued operations                                                           (3)/(2)                     9.39                      4.97
            on continuing operations                                                                            (4)/(2)                     9.41                      5.05




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NOTE 13. GOODWILL

13.1. Breakdown

                                                                                                                      2012                                          2011
 € millions                                                                                       Gross               Impairment                   Net                Net
 Casino France                                                                                     1,611                        (18)            1,593              1,686
    Hypermarkets, supermarkets and convenience stores                                              1,378                        (17)            1,362              1,368
    Other                                                                                            233                          (2)              231                317
 Franprix-Leader Price                                                                             2,224                        (54)            2,170              2,108
 Monoprix                                                                                            914                            -              914                912
 France                                                                                            4,749                        (73)            4,676              4,706
 Latin America                                                                                     4,780                            -           4,780              2,338
    Argentina                                                                                          29                           -               29                 33
    Brazil                                                                                         4,111                            -           4,111              1,702
    Colombia                                                                                         527                            -              527                490
    Uruguay                                                                                          113                            -              113                112
 Asia                                                                                                745                            -              745                733
    Thailand                                                                                         742                            -              742                730
    Vietnam                                                                                             3                           -                3                   3
 Other                                                                                               179                                           179                178
    Indian Ocean                                                                                     176                            -              176                176
    Other                                                                                               2                           -                2                   2
 International                                                                                     5,704                            -           5,704              3,249
 GOODWILL                                                                                         10,453                        (73)          10,380               7,955




13.2. Movements for the period

 € millions                                                                                                                               2012                      2011
 Carrying amount at 1 January                                                                                                            7,955                     6,655
 Goodwill recognised during the period(1)                                                                                                2,907                     1,895
 Impairment losses recognised during the period(2)                                                                                         (73)                        (3)
 Derecognised companies(3)                                                                                                                 (15)                     (468)
 Translation adjustment(4)                                                                                                                (308)                     (122)
 Adjustments arising from recognition of put options granted to owners of non-controlling
 interests                                                                                                                                     -                         -
 Reclassifications and other movements(5)                                                                                                  (86)                        (2)
 CARRYING AMOUNT AT 31 DECEMBER                                                                                                         10,380                     7,955
 (1) The change in 2012 was mainly due to the full consolidation of GPA (€2,757 million, see note 3.3). The change in 2011 was mainly due to Big C Thailand’s
     acquisition of Carrefour Thailand (€621 million), acquisitions made by the Franprix-Leader Price sub-group and the Group’s increased interest in GPA (€603 million).
 (2) The impairment losses recognised in 2012 mainly concerned Geimex (€41 million) and Casino France (€17 million).
 (3) Disposals in 2011 mainly concerned Franprix-Leader Price (Distri Sud-Ouest sub-group) and GPA (€135 million).
 (4) The translation adjustment in 2012 stemmed mainly from the appreciation of the euro against with the Brazilian real (€(354) million) and the depreciation of the euro
     against the Colombian peso (€37 million) and Thai baht (€12 million). In 2011, it stemmed mainly from the appreciation of the euro against the Brazilian real.
 (5) The change in 2012 was mainly due to the IFRS 5 reclassification of Mercialys as assets held for sale (€50 million, see note 11.2).




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    NOTE 14. INTANGIBLE ASSETS

    14.1. Breakdown

                                                                                          2012                                                         2011
                                                                                       Amortisation                                                Amortisation
     € millions                                                      Gross           and impairment                 Net           Gross          and impairment           Net
     Concessions, trademarks,
     licences and banners                                            2,338                            (43)        2,295             654                         (61)      593
     Lease premiums                                                  1,293                            (35)        1,258             291                         (14)      277
     Software                                                           718                         (377)           341             346                        (229)      118
     Other                                                              470                         (153)           318             286                         (63)      223
     INTANGIBLE ASSETS                                                4,819                         (609)         4,211            1,577                       (366)    1,211



    14.2. Movements for the period

                                                                                     Concessions,
                                                                                       trademarks,
                                                                                      licences and                Lease
     € millions                                                                            banners             premiums               Software                 Other    Total
                                                                                                                                                                        T
     At 1 January 2011                                                                             559                    225                 128               179     1,091
     Change in scope of consolidation                                                               59                     36                   6                  -     102
     Increases and separately acquired intangible assets                                              8                    29                  12               104      154
     Intangible assets disposed of during the period                                                   -                   (4)                 (7)               (2)      (14)
     Amortisation for the period (continuing operations)                                           (14)                    (2)                (55)              (32)    (103)
     Impairment reversals/(losses) recognised during the
     period (continuing operations)                                                                    -                   (2)                  3                  1        2
     Translation adjustment                                                                        (26)                    (9)                 (1)               (8)       44
     Reclassifications and other movements                                                            7                     5                  32               (20)       23
     At 31 December 2011                                                                           593                    277                 118               223     1,211
     Change in scope of consolidation                                                           1,870                1,051                    114                98     3,133
                                                       (1)
     o/w impact of full consolidation of GPA                                                    1,869                1,047                    114               120     3,150
     Increases and separately acquired intangible assets                                              3                     8                  39               104      154
     Intangible assets disposed of during the period                                                   -                   (5)                 (7)               (2)      (13)
     Amortisation for the period (continuing operations)                                             (4)                   (2)                (83)              (47)    (137)
     Impairment reversals/(losses) recognised during the
     period (continuing operations)                                                                    -                   (7)                   -                 -       (7)
     Translation adjustment                                                                      (136)                    (77)                (13)              (11)    (237)
     Reclassifications and other movements                                                         (31)                    13                 173               (47)     108
     o/w impact of IFRS 5 reclassification of Mercialys                                                -                     -                   -                 -        1
     AT 31 DECEMBER 2012                                                                        2,295                 1,258                   341               318     4,211
     (1) Including €2,326 million related to the revaluation of GPA and €824 million related to its full consolidation.


    Internally-generated intangible assets, mainly information systems developments, represented €43 million in 2012 compared with
    €14 million in 2011.




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At 31 December 2012, intangible assets included trademarks and lease premiums with an indefinite useful life for the amount of
€2,286 million and €1,258 million respectively. They are allocated to the following groups of CGU:

 € millions                                                                                                                              2012                      2011
 Brazil                                                                                                                                  3,138                      440
 Colombia                                                                                                                                    231                    218
 Casino France                                                                                                                                83                     80
 Franprix-Leader Price                                                                                                                        62                     64
 Monoprix                                                                                                                                     24                     24
 Other                                                                                                                                         7                      6


Intangible assets were tested for impairment at 31 December 2012 using the method described in note 1.4 “Significant Accounting
Policies”. The impact is presented in note 17.


                    L
NOTE 15. PROPERTY, PLANT AND EQUIPMENT
15.1. Breakdown
                                                                                      2012                                                   2011
                                                                                    Depreciation                                          Depreciation
 € millions                                                      Gross            and impairment                 Net       Gross        and impairment              Net
 Land and land improvements                                       1,908                           (71)        1,837        1,497                       (66)       1,432
 Buildings, fixtures and fittings                                 5,786                       (2,099)         3,688        4,092                    (1,430)       2,662
 Other                                                            7,343                       (4,187)         3,156        6,075                    (3,506)       2,569
 PROPERTY, PLANT AND EQUIPMENT                                  15,037                        (6,357)         8,681       11,664                    (5,001)       6,663


15.2. Movements for the period
                                                                                               Land and land           Buildings, fixtures
 € millions                                                                                    improvements                   and fittings           Other         Total
                                                                                                                                                                  T
 At 1 January 2011                                                                                         1,413                     2,442          2,319         6,174
 Change in scope of consolidation                                                                              67                     274             106           446
 Increases and separately acquired property, plant and equipment                                               22                      92             863           977
 Property, plant and equipment disposed of during the period                                                 (19)                     (33)            (64)        (115)
 Depreciation for the period (continuing operations)                                                           (6)                   (138)           (459)        (604)
 Impairment reversals/(losses) recognised during the period
 (continuing operations)                                                                                         1                     (2)               6            4
 Translation adjustment                                                                                      (12)                     (45)            (38)          (95)
 Reclassifications and other movements                                                                       (34)                      73            (164)        (125)
 At 31 December 2011                                                                                       1,432                     2,662          2,568         6,663
 Change in scope of consolidation                                                                            329                      971             631         1,931
 o/w impact of full consolidation of GPA(1)                                                                  327                      958             596         1,881
 Increases and separately acquired property, plant and equipment                                               60                     193             942         1,195
 Property, plant and equipment disposed of during the period                                                 (42)                     (65)            (55)        (163)
 Depreciation for the period (continuing operations)                                                           (5)                   (176)           (517)        (698)
 Impairment reversals/(losses) recognised during the period
 (continuing operations)                                                                                       (2)                      4             (10)           (8)
 Translation adjustment                                                                                      (22)                     (83)            (69)        (175)
 Reclassifications and other movements                                                                         87                     182            (334)          (65)
 o/w impact of IFRS 5 reclassification of Mercialys                                                            32                      27             (19)           41
 AT 31 DECEMBER 2012                                                                                       1,837                     3,687          3,156         8,681
 (1) Including €78 million related to the revaluation of GPA and €1,802 million related to its full consolidation.


Property, plant and equipment were tested for impairment at 31 December 2012 using the method described in note 1.4 “Significant
Accounting Policies”. The impact is presented in note 17.
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    15.3. Finance leases
    Finance leases on owner-occupied property and investment property break down as follows:


                                                                                        2012                                                      2011
     € millions                                                     Gross              Depreciation              Net           Brut               Depreciation           Net
     Land                                                               30                            (2)          28            37                          (2)          34
     Buildings                                                         215                        (110)          105            218                       (106)          112
     Equipment and other                                               674                        (518)          156            645                       (526)          119
     Investment property                                                  -                            -             -           81                         (10)          71
     TOTAL                                                             920                        (631)          289            981                       (644)          336



    15.4. Capitalisation of borrowing costs
    Interest capitalised during the period amounted to €6 million at an average interest rate of 7.85%, compared with €6 million at an
    average interest rate of 7.94% in 2011.



    NOTE 16.                 INVESTMENT PROPERTY

    16.1. Breakdown

                                                                                  2012                                                           2011
                                                                                  Depreciation                                                Depreciation
     € millions                                             Gross               and impairment               Net         Gross              and impairment               Net
     Investment property                                       725                            (188)          537         1,985                            (372)        1,613




    16.2. Movements for the period

     € millions                                                                                                                                 2012                    2011
     1 January                                                                                                                                  1,613                  1,346
     Change in scope of consolidation                                                                                                             35                     157
     Increases and separately acquired investment property                                                                                        27                     112
     Investment property disposed of during the period                                                                                            (1)                    (67)
     Depreciation for the period (continuing operations)                                                                                         (32)                    (49)
     Impairment reversals/(losses) recognised during the period (continuing operations)                                                             -                       -
     Translation adjustment                                                                                                                        5                        -
     Reclassifications and other movements(1)                                                                                               (1,111)                      115
     31 DECEMBER                                                                                                                                 537                   1,613
     (1) In 2012, the movement stems from the reclassification of Mercialys’ assets and liabilities in accordance with IFRS 5 (see note 2.2).




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The carrying amount of investment property totalled €537 million         Fair values of investment property carried by
at 31 December 2012, including €405 million representing 75%             Big C Thailand
for Big C Thailand and €74 million representing 14% for Exito.
                                                                         The fair value of Big C Thailand’s investment property was valued
The fair value of investment property at 31 December 2012                by an independent appraiser based on recurring rental revenue.
totalled €1,093 million (€3,425 million at 31 December 2011 and          The main assumptions used in the valuation are yield, inflation,
€998 million excluding Mercialys). For most investment properties,       vacancy and long-term growth.
fair value is determined on the basis of valuations carried out by
independent external appraisers. Valuations are based on open            The yield, long-term growth and inflation assumptions, which
market value, as confirmed by market indicators, in accordance           vary according to location and type of property, are as follows:
with international valuation standards.
                                                                                                                                       2012
                                                                          Yield                                                7.5% – 8.0%
                                                                          Long-term growth                                     1.0% – 3.2%
                                                                          Inflation                                           9.5% – 16.0%


Amounts recognised in the income statement in respect of rental revenue and operating costs on investment property break down
as follows:


 € millions                                                                                                       2012                  2011
 Rental revenue from investment property                                                                           199                   324
 Directly attributable operating costs of investment properties that did not generate any rental
 revenue during the period                                                                                          (8)                  (13)
 Directly attributable operating costs of investment properties that generated rental revenue
 during the period                                                                                                 (17)                  (20)




           P
NOTE 17. IMPAIRMENT OF NON-CURRENT ASSETS

17.1. Movements for the period                                           17.2. Goodwill impairment losses
Goodwill and other non-financial non-current assets were tested          Goodwill is tested for impairment at each year end in accordance
for impairment at 31 December 2012 by the method described               with the principles set out in note 1.4 “Significant Accounting
in note 1.4 “Significant Accounting Policies”.                           Policies”.
Management made the best possible estimate of recoverable                Impairment testing consists of determining the recoverable
amounts where necessary (evidence of impairment of a CGU)                values of the cash generating units (CGUs) or groups of CGU
or required (goodwill and intangible assets with an indefinite life).    to which the goodwill is allocated and comparing them with the
The assumptions used for goodwill are set out below.                     carrying amounts of the relevant assets. Goodwill arising on the
                                                                         initial acquisition of networks is allocated to the groups of CGU
For brands, recoverable amounts were estimated at the year-end
                                                                         in accordance with the classifications set out in note 13. Some
using the royalties method. For GPA, the recoverable amount at
                                                                         goodwill may occasionally be allocated directly to CGUs.
the year-end was based on an update of the work carried out
at the time of GPA’s full consolidation. These tests did not reveal
any evidence of impairment.
The impairment tests carried out in 2012 led to the recognition of
an impairment loss of €73 million on goodwill and €16 million on
intangible assets and property, plant and equipment.
For information, the impairment tests carried out in 2011 led to
the recognition of an impairment loss of €3 million on goodwill
and a reversal of €6 million on intangible assets and property,
plant and equipment.




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    For internal valuations, annual impairment testing generally                           in note 1.4.12. Value in use is determined by the discounted
    consists of determining the recoverable amount of each CGU                             cash flows method, based on after-tax cash flows and using the
    based on value in use, in accordance with the principles set out                       following rates.

    Parameters used for internal calculations of 2012 values in use

                                                                                  2012 perpetual                      2012 after-tax                     2011 after-tax
     Region                                                                        growth rate (1)                   discount rate (2)                  discount rate (2)
     France (retailing)(3)                                                                       0%                             6.0% (4)                   6.0% to 9.0%
                         (3)
     France (other)                                                              - 0.5% to +0.5%                        6.0% to 8.8%                       6.0% to 8.7%
     Argentina                                                                                 0.5%                              17.0%                              18.3%

     Brazil(5) – (6)                                                                                                                                    10.8% to 11.5%
                   (6)
     Colombia                                                                                  0.5%                               9.2%                               9.5%
     Uruguay                                                                                   0.5%                              13.1%                              11.8%
     Thailand(6)                                                                                 0%                               6.9%                               7.8%
     Vietnam                                                                                   0.5%                              14.8%                              16.0%
     Indian Ocean(7)                                                                             0%                   6.0% to 11.9%                      6.0% to 11.7%
     (1) The inflation-adjusted perpetual growth rate ranges from -0.5% to +0.5% depending on the nature of the CGU’s business/banner.
     (2) The discount rate corresponds to the weighted average cost of capital (WACC) for each country. WACC is calculated at least once a year during the annual
         impairment testing by taking account of the sector’s indebted beta, a market risk premium and the Group’s cost of debt.
     (3) For the French retailing businesses, the discount rate is either stable or higher compared to 2011 and also takes account of the CGU’s type of business/banner and
         the associated operational risks.
     (4) With the exception of Geimex, for which the after-tax discount rate is 7.0%.
     (5) As control of GPA was only recently obtained and its carrying amount is lower than its market capitalisation, value in use was not calculated.
     (6)The market capitalisation of listed subsidiaries GPA, Big C and Exito was €8,817 million, €4,233 million and €6,811 million respectively at 31 December 2012. In all
         three cases, market capitalisation was higher than the carrying amount.
     (7) The Indian Ocean region includes Reunion, Mayotte, Madagascar and Mauritius. The discount rates used reflect the risks inherent in each of these geographical
         areas.


    Based on the annual goodwill impairment test, which was                                rate or a 25-basis point decrease in the perpetual growth rate
    completed at the year-end, a €73 million impairment loss was                           used to calculate terminal value or a 50-basis point decrease in
    recognised at 31 December 2012, including €41 million for the                          the EBITDA margin for the cash flow projection used to calculate
    Geimex CGU.                                                                            the terminal value. These changes would not have led to the
                                                                                           recognition of an impairment loss.
    In view of the positive difference between value in use and carrying
    amount, the Group believes that on the basis of reasonably                             As regards the Geimex CGU, a 100-basis point increase in the
    foreseeable events, any changes in the key assumptions set out                         discount rate or a 25-basis point decrease in the perpetual
    above would not lead to the recognition of an impairment loss,                         growth rate used to calculate terminal value or a 50-basis point
    with the exception of the Geimex CGU (buying group for export to                       decrease in the EBITDA margin for the cash flow projection used
    the French overseas departments and territories jointly controlled                     to calculate the terminal value would have led to the recognition of
    with the Baud family).                                                                 an additional impairment loss of between €1 million and €7 million
                                                                                           for the Group.
    The Group considers reasonably foreseeable changes in key
    assumptions to be a 100-basis point increase in the discount




    112 / CASINO GROUP / REGISTRATION DOCUMENT 2012
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                                                                                3.3. Notes to the consolidated financial statements
                                                                                                                                                3
NOTE 18. INVESTMENTS IN ASSOCIATES

18.1. Movements for the period

                                                                                                                  Changes
                                                                                                               in scope of
                                                                                Share of                     consolidation
                                             Opening                        profit for the     Dividend      and translation        Closing
 € millions                                  balance      Impairment              period        payout        adjustments          balance
 Movements in 2011
 GPA group associates                              39                   -               3             -                      -           42
 Franprix and Leader Price sub-group
 associates                                       100                   -            (12)             -                    35           122
 Other                                             22                   -               2           (3)                   (21)            1
 TOTAL                                            161                   -             (7)           (4)                    14           164
 Movements in 2012
 GPA group associates                              42                   -               8           (3)                    55           102
 Franprix and Leader Price sub-group
 associates                                       122                (30)            (26)             -                    (9)           57
 Banque du Groupe Casino (see note
 18.2)                                               -                  -             (4)             -                    86            82
 Monshowroom.com (see note 2.2)                      -                  -               -             -                    18            17
 Other                                               1                  -               1             -                     1             1
 TOTAL                                            164                (30)            (21)           (3)                   150           260


Movements in 2011 were mainly due to the Distri Sud-Ouest               point decrease in the EBITDA margin) was carried out. This analysis
(Franprix-Leader Price) transactions and the disposal of the bulk       reveals an additional impairment risk to the Group of between
of AEW Immocommercial shares held.                                      €11 million and €40 million for the Franprix-Leader Price master
                                                                        franchises, which were written down by €30 million during the
Movements in 2012 stemmed mainly from full consolidation
                                                                        year. As regards the interest in Banque du Groupe Casino, the
of GPA, equity accounting for Banque du Groupe Casino,
                                                                        analysis revealed an additional impairment risk to the Group of
acquisition of an interest in Monshowroom.com (see note 2.2)
                                                                        between €2 million and €10 million.
and a €30 million impairment loss for Franprix-Leader Price
associates (see note 7).                                                Associates at 31 December 2012 are privately-held companies
                                                                        for which no quoted market prices are available on which to
An analysis of sensitivity to changes in impairment testing
                                                                        estimate their fair value.
assumptions (100-basis point increase in the discount rate or a
25-basis point decrease in the perpetual growth rate or a 50-basis      Transactions with associates are disclosed in note 35.1.


18.2. Presentation of key figures for Banque du Groupe Casino

 € millions at 100%                                                                                                                    2012
 Trading profit                                                                                                                          (3)
 Net financial income/(expense)                                                                                                           1
 Net profit                                                                                                                              (7)
 Credit-related assets                                                                                                                  557
 Cash                                                                                                                                    11
 Other assets                                                                                                                            83
 TOTAL ASSETS                                                                                                                           652
 Equity                                                                                                                                  98
 Credit-related liabilities                                                                                                             537
 Other liabilities                                                                                                                       17
 TOTAL LIABILITIES                                                                                                                      652




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                                                                                        Parent company
                                                                                        financial statements
                                                                                                                     Corporate
                                                                                                                     governance
                                                                                                                                         General
                                                                                                                                         Meeting
                                                                                                                                                           Additional
                                                                                                                                                           information




    18.3. Group share of contingent liabilities
    At 31 December 2012 and 2011, there were no material contingent liabilities in associates.



    NOTE 19. INVESTMENTS IN JOINT VENTURES

    Monoprix, Distridyn, Régie Média Trade, Dunnhumby France and                         partners provide for the exercise of joint control over the business.
    Geimex are jointly controlled (on a 50/50 basis) by the Group and                    This sub-group is subject to a put option (see note 33.2).
    are consolidated by the proportionate method.
                                                                                         Monoprix is subject to an agreement to obtain full control (see
    Grupo Disco de Uruguay is proportionately consolidated at 62.5%                      note 2.2).
    by Exito, as the agreements between the Casino Group and its


    19.1. Financial highlights for the main joint ventures, restated in accordance with IFRS

                                                                        31 December 2012                                       31 December 2011
     € millions                                                                                o/w                                                              o/w
     Group share                                                            T
                                                                            Total          Monoprix                    Total
                                                                                                                       T                     P
                                                                                                                                        o/w GPA             Monoprix
                                                                                                                                                 (1)
     Percentage interest                                                                      50.00%                                                           50.00%
     Net sales                                                             3,681                 2,012               11,457                 7,794                    1,976
     Net profit attributable to owners of the parent                           54                   70                   203                  114                      85


     Total non-current assets                                              1,250                 1,160                4,186                 2,945                    1,138
     Total current assets                                                    591                   310                4,057                 3,122                     340
     TOTAL ASSETS                                                          1,840                 1,470                8,243                 6,067                    1,478
     Equity                                                                  774                   640                2,796                 1,995                     635
     Total non-current liabilities                                           115                   113                1,676                 1,561                     109
     Total current liabilities                                               951                   717                3,771                 2,512                     734
     TOTAL LIABILITIES                                                     1,840                 1,470                8,243                 6,067                    1,478
     (1) 38.91% and 40.62% corresponding to the average percentage interest over the period for sales and net profit respectively, and 40.13% corresponding to the
         percentage interest at 31 December 2011 for balance sheet items.




    19.2. Group share of contingent liabilities
    At 31 December 2012, there were no material contingent liabilities in joint ventures.



    NOTE 20. OTHER NON-CURRENT ASSETS

     € millions                                                                                                                          2012                        2011
     Available-for-sale financial assets (AFS)                                                                                            122                          90
     Other financial assets                                                                                                               951                         326
       Loans                                                                                                                              115                          70
       Derivatives not qualifying for hedge accounting                                                                                    133                          56
       Receivables from non-consolidated and other companies                                                                              471                         200
       Other non-current receivables                                                                                                      232                            -
     Tax and employee-related receivables                                                                                                 457                            -
     Prepaid expenses                                                                                                                     307                         242
     Other non-current assets                                                                                                           1,837                         658




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                                                                                              3.3. Notes to the consolidated financial statements
                                                                                                                                                              3
Non-current assets rose by €1,179 million, including €1,016 million                    assets” (including €457 million related to ICMS, PIS and Cofins
related to GPA due mainly to (i) full consolidation for €293 million                   taxes and €179 million concerning a receivable from Paes
and (ii) reclassification of certain receivables in the sum of                         Mendonça).
€712 million which were previously classified as “Other current


20.1. Available-for-sale financial assets (AFS)

Movements for the period

 € millions                                                                                                                   2012                  2011
 At 1 January                                                                                                                   90                   120
 Increases                                                                                                                      31                    23
 Decreases(1)                                                                                                                   (1)                   44
 Gains and losses from remeasurement at fair value                                                                                7                   (2)
 Changes in scope of consolidation and translation adjustment                                                                     3                   (8)
 Other                                                                                                                          (8)                     -
 AT 31 DECEMBER                                                                                                                122                    90
                                                                              v
 (1) In 2011, the decreases related mainly to the disposal of OPCI SPF1 and Vivéris shares.


Available-for-sale financial assets held by the Group in 2012 and 2011 comprise only unlisted equities.


20.2. Repaid rents
Prepaid expenses include €284 million of prepaid rents (€242 million in 2011). Prepaid rents reflect the right to use land in some
countries for an average period of 24 years, with the cost recognised over the period of use.



NOTE 21. INVENTORIES
 € millions                                                                                                                   2012                  2011
 Goods                                                                                                                       4,547                 3,237
 Property development (work in progress)                                                                                       270                   217
 Gross                                                                                                                       4,817                 3,454
 Impairment of goods held in inventory                                                                                         (65)                  (48)
 Impairment of property development (work in progress)                                                                         (25)                  (26)
 Total impairment
 T                                                                                                                             (90)                  (74)
 INVENTORIES                                                                                                                 4,727                 3,381




NOTE 22. TRADE RECEIVABLES

22.1. Breakdown

 € millions                                                                                                                   2012                  2011
 Trade receivables                                                                                                           1,080                   950
 Accumulated impairment losses                                                                                                 (95)                 (114)
 Finance receivables                                                                                                           815                 1,054
 Accumulated impairment losses                                                                                                 (66)                  (21)
 TRADE RECEIVABLES                                                                                                           1,734                 1,869

The Group carries out non-recourse receivables discounting with                        In addition, GPA has discounted €182 million of receivables with
continuing involvement (see note 24.3).                                                financial institutions (bank card institutions or banks) without
                                                                                       recourse or without attached obligations.



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                                                                                                                      information




    22.2. Accumulated impairment losses on trade receivables

     € millions                                                                                             2012            2011
     ACCUMULATED IMPAIRMENT LOSSES ON TRADE RECEIVABLES
     At 1 January                                                                                           (114)           (107)
     Charge                                                                                                  (46)            (26)
     Reversal                                                                                                 29              19
     Change in scope of consolidation                                                                         (2)             (8)
     Reclassification                                                                                         36               5
     Translation differences                                                                                   2               3
     AT 31 DECEMBER                                                                                          (95)           (114)


     ACCUMULATED IMPAIRMENT LOSSES ON FINANCE RECEIVABLES
                                                                                                             (21)            (97)
     Charge                                                                                                     -            (56)
     Reversal                                                                                                 10             116
     Change in scope of consolidation                                                                        (27)             16
     Reclassification                                                                                        (33)               -
     Translation differences                                                                                   5                -
     AT 31 DECEMBER                                                                                          (66)            (21)


    The criteria for recognising impairment losses are set out in note 32.3 on counterparty risk.



    NOTE 23. OTHER CURRENT ASSETS

    23.1. Breakdown

     € millions                                                                                             2012            2011
     Other receivables                                                                                      1,430          1,490
     Advances to non-consolidated companies                                                                   94             116
     Accumulated impairment losses on other assets                                                           (81)            (43)
     Derivatives not qualifying for hedge accounting and cash flow hedges                                      2               9
     Prepaid expenses                                                                                        130             121
     OTHER ASSETS                                                                                           1,575          1,693


    Other 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.


    23.2. Accumulated impairment losses on other assets

     € millions                                                                                             2012            2011
     At 1 January                                                                                            (43)            (31)
     Charge                                                                                                  (55)             (9)
     Reversal                                                                                                 30               7
     Change in scope of consolidation                                                                        (13)             (1)
     Reclassifications and other movements                                                                      -            (10)
     Translation differences                                                                                   1               1
     AT 31 DECEMBER                                                                                          (81)            (43)




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                                                                                3.3. Notes to the consolidated financial statements
                                                                                                                                                 3
NOTE 24. NET CASH AND CASH EQUIVALENTS

24.1. Breakdown

 € millions                                                                                                      2012                  2011
 Cash equivalents                                                                                               3,783                 1,885
 Cash                                                                                                           2,520                 2,016
 Cash and cash equivalents                                                                                      6,303                 3,901
 Bank overdrafts                                                                                                 (504)                 (556)
 NET CASH AND CASH EQUIVALENTS                                                                                  5,799                 3,346


                                                                        approximately €166 million. Except for proportionately consolidated
its wholly-owned subsidiaries amounted to approximately                 companies for which dividend payments are decided jointly with
€2,206 million. Total cash and cash equivalents of companies that       the Casino Group’s partner, the cash and cash equivalents of
are not wholly-owned amounted to approximately €3,932 million.          fully consolidated companies are entirely available to the Group,
The balance corresponds to the cash and cash equivalents                subject to any restrictive covenants, as the Group controls their
of proportionately consolidated companies, amounting to                 dividend policy despite the presence of non-controlling interests.


24.2. Breakdown of cash and cash equivalents by currency

 € millions                                                          2012                      %                 2011                    %
 Euro                                                                2,067                    33                1,585                    41
 US dollar                                                            261                      4                  262                      7
 Argentine peso                                                        44                      1                   34                      1
 Brazilian real                                                      2,676                    42                  867                    22
 Thai baht                                                            235                      4                  188                     5
 Colombian peso                                                       864                     14                  830                    21
 Vietnamese dong                                                       84                      1                   71                     2
 Uruguayan peso                                                        43                      1                   40                     1
 Other                                                                 30                      0                   26                     1
 CASH AND CASH EQUIVALENTS                                           6,303                    100               3,901                   100



24.3. Derecognition of financial assets                                 Some subsidiaries retain responsibility for collecting discounted
                                                                        receivables, for which they receive a fee. These fees were deemed
                                                                        not material at the year-end.
its banks. These programmes generally meet the conditions for
derecognition of financial assets under IAS 39, the principles of       During 2012, the amount of discounted receivables with continuing
which are set out in note 1.4.13.8. The Group considers that            involvement by the Group amounted to €1,275 million. The
there is no risk of discounted receivables being cancelled by           associated net cost was €5 million. Discounting generally takes
credit notes or being set off against liabilities. The receivables      place throughout the year.
discounted under the programmes mainly concern services                 At 31 December 2012, the Group’s cash included €312 million of
invoiced by the Group under contracts with suppliers that reflect       discounted receivables with continuing involvement (€219 million
the volume of business done with the suppliers concerned. The           in 2011).
other risks and rewards associated with the receivables have
been transferred to the banks. Consequently, as substantially all
the risks and rewards have been transferred at the balance sheet
date, the receivables are derecognised.




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                                                                                         financial statements
                                                                                                                      Corporate
                                                                                                                      governance
                                                                                                                                           General
                                                                                                                                           Meeting
                                                                                                                                                              Additional
                                                                                                                                                              information




    NOTE 25. EQUITY

    25.1. Share capital                                                                    Under the shareholder authorisations given to the Board of
                                                                                           Directors, the share capital may be increased immediately or in
    At 31 December 2012, the share capital was €172,391,581 versus                         the future, by up to €80 million through the issuance of shares or
    €169,289,378 at 31 December 2011, divided into 112,674,236                             share equivalents other than bonus shares paid up by capitalising
    fully-paid ordinary shares, each with a par value of €1.53.                            profits, reserves or additional paid-in capital.

    Issued and fully-paid ordinary shares

     (number of shares)                                                                                                                    2012                         2011
     At 1 January                                                                                                                 110,646,652               110,668,863
     Shares issued on exercise of stock options                                                                                                                  105,332
     Stock dividend payment (see note 25.4)                                                                                          2,019,110                             -
     New shares issued pursuant to share grants                                                                                           8,474                  378,450
     Cancellation of shares(1)                                                                                                                  -               (505,993)
     AT 31 DECEMBER                                                                                                               112,674,236               110,646,652
     (1) At its 13 May 2011 meeting, the Board of Directors cancelled 505,993 shares acquired by the Group under the shareholder-approved share buyback programme.
         The number of shares cancelled corresponds to the number of new shares issued on exercise of stock options or pursuant to share grants that vested in 2010 and
         early 2011, as well as exercisable in-the-money stock options.




    25.2. Other equity
     € millions                                                                                                                            2012                         2011
                                                                                                                     (1)
     Additional paid-in capital                                                                                                           4,075                     3,951
     Treasury shares                                                                                           25.2.2                         (4)                          -
     Equity instruments (deeply subordinated perpetual bonds)                                                  25.2.3                       600                         600
     Other equity instruments                                                                                  25.2.4                           -                         (4)
                                                                                                                     (2)
     Reserves                                                                                                                             8,982                     3,340
     Translation reserve                                                                                       25.2.5                      (156)                        584
     TOTAL OTHER EQUITY                                                                                                                  13,496                     8,471
     (1) Additional paid-in capital corresponds to cumulative premiums on shares issued for cash or in connection with mergers or acquisitions recorded in the parent
         company accounts, as well as the legal reserve.
     (2) Reserves correspond to:
         - parent company reserves;
         - subsidiaries’ reserves;
         - 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;
         - net investment hedge.



    25.2.1. Share equivalents                                                              In January 2005, the Group signed a liquidity contract with
                                                                                           the Rothschild investment bank in accordance with European
    The Group has granted stock options to its employees under the
                                                                                           Commission regulation 2273/2003/EC. The liquidity account
    plans presented in note 26.
                                                                                           was set up with a total of 700,000 Casino, Guichard-Perrachon
                                                                                           shares and €40 million. At 31 December 2012, no treasury shares
    25.2.2. Treasury shares                                                                were held under the contract. The cash earmarked for the liquidity
    Treasury shares correspond to shareholder-approved buybacks                            account is invested in money market mutual funds. These funds
    of Casino Guichard-Perrachon S.A. shares. At 31 December                               qualify as cash equivalents and are therefore included in net cash
    2012, the Group held 64,811 shares in treasury worth €4 million.                       and cash equivalents in the cash flow statement.




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                                                                                 3.3. Notes to the consolidated financial statements
                                                                                                                                                 3
25.2.3. Deeply subordinated perpetual bonds                               25.2.4. Other equity instruments
At the beginning of 2005, the Group issued €600 million worth             At 31 December 2012, the Group no longer held any calls on
of deeply subordinated perpetual bonds (TSSDI). The bonds are             its ordinary shares (€4 million net of tax at 31 December 2011).
redeemable solely at the Group’s discretion and interest payments
are due only if the Group pays a dividend on its ordinary shares          25.2.5. Translation reserve
in the preceding twelve months. For these reasons, the bonds
                                                                          The translation reserve corresponds to cumulative exchange
are carried in equity, for an amount of €600 million.
                                                                          gains and losses on translating the equity of foreign subsidiaries
The bonds pay interest at the 10-year constant maturity swap              and receivables and payables corresponding to the Group’s net
rate plus 100 basis points, capped at 9%. Interest payments are           investment in these subsidiaries, at the closing rate.
deducted from equity, net of the tax effect.

Translation reserves by country at 31 December 2012

                           Attributable to owners of the parent                Attributable to non-controlling interests               Total
                                                                                                                                       T
                                           Exchange          At 31                               Exchange           At 31            At 31
                       At 1 January       differences    December           At 1 January        differences     December         December
 € millions                    2012    for the period        2012                   2012     for the period         2012             2012
 Brazil                         269            (473)           (203)                 (35)            (434)            (470)           (673)
 Argentina                      (57)             (22)             (78)                  -                 -                 -           (78)
 Colombia                       130               97              226                114                96             210              436
 Uruguay                         49               (6)               43                  3               (5)                (2)           41
 United States                     5              (3)                2                  -                 -                 -             2
 Thailand                        68                3                71                32                 8                 40           111
 Poland                          23               (1)               22                  -                 -                 -            22
 Indian Ocean                    (5)                -               (6)                (3)                -                (3)           (8)
 Vietnam                         (7)                -               (7)                (2)                -                (2)          (10)
 TOTAL                          476             (405)               71               108              (335)           (227)            (156)


Movements in 2012 mainly stemmed from the appreciation of the euro against the Brazilian real.


Translation reserves by country at 31 December 2011

                           Attributable to owners of the parent                Attributable to non-controlling interests               Total
                                                                                                                                       T
                                           Exchange          At 31                               Exchange           At 31            At 31
                       At 1 January       differences    December           At 1 January        differences     December         December
 € millions                    2011    for the period        2011                   2011     for the period         2011             2011
 Brazil                         626             (356)             269                  (4)             (31)            (35)             234
 Argentina                      (48)              (9)             (57)                   -                -                  -          (57)
 Colombia                       126                4              130                  68               46             114              244
 Uruguay                         47                2                49                  1                2                  3            51
 United States                   (1)               6                 5                   -                -                  -             5
 Thailand                        76               (7)               68                 35               (3)                32           100
 Poland                          39              (16)               23                   -                -                  -           23
 Indian Ocean                    (6)                -               (5)                (3)                -                (3)           (8)
 Vietnam                         (4)              (3)               (7)                (1)                -                (2)           (9)
 TOTAL                          855             (379)             476                  95               13             108              584


Movements in 2011 mainly stemmed from the appreciation of the euro against the Brazilian real.




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                                                                                       Parent company
                                                                                       financial statements
                                                                                                                    Corporate
                                                                                                                    governance
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                                                                                                                                        Meeting
                                                                                                                                                          Additional
                                                                                                                                                          information




    25.3. Notes to the consolidated statement of comprehensive income

     € millions                                                                                                                         2012                     2011
     Available-for-sale financial assets                                                                                                    2                       (2)
     Change in fair value during the period                                                                                                 2                       (3)
     Reclassification to profit or loss                                                                                                      -                        -
     Income tax (expense)/benefit                                                                                                            -                        1


     Cash flow hedges                                                                                                                      (7)                        6
     Change in fair value during the period                                                                                                (4)                      13
     Reclassification to profit or loss                                                                                                    (7)                      (4)
     Income tax (expense)/benefit                                                                                                           4                       (3)


     Net investment hedge                                                                                                                (31)                         -
     Change in fair value during the period                                                                                              (47)                         -
     Reclassification to profit or loss                                                                                                      -                        -
     Income tax (expense)/benefit                                                                                                          17                         -


     Exchange differences (note 25.2.5)                                                                                                 (741)                    (366)
     Change in translation differences during the period                                                                                (604)                    (343)
     Reclassification to profit or loss due to disposals during the period                                                              (137)                      (23)


     Actuarial gains and losses                                                                                                          (28)                       (2)
     Change during the period                                                                                                            (43)                       (4)
     Income tax (expense)/benefit                                                                                                          14                         1
     TOTAL                                                                                                                              (805)                    (365)



    25.4. Dividends                                                                      The recommended 2012 dividend has been set at €3.00 per
                                                                                         ordinary share. The dividend is subject to approval at the next
    At the annual general meeting of 11 May 2012, the shareholders                       annual general meeting and is therefore not reflected in the
    voted in favour of a dividend of €3.00 per share for 2011, with                      consolidated financial statements at 31 December 2012.
    the option of receiving half, i.e. €1.50, in new shares of the
    Company. This option was exercised at a rate of 76.41%. The
    amount deducted from equity amounted to €332 million, including
    €205 million in cash.


    Cash dividends paid and recommended

                                                               Net dividend            Number of                                       2012
     € millions                                                    in euros               shares        T
                                                                                                        Treasury shares         recommended                      2011
     Ordinary dividends
     2011                                                               €3.00        110,646,652                           -                                       205
                                         (1)
     2012 dividend (recommended)                                        €3.00        112,674,236                           -                 338
     Dividends on deeply subordinated
     perpetual bonds, net of tax
     2011                                                              €31.25              600,000                         -                                        19
     2012                                                              €15.61              600,000                         -                     9
     (1) The recommended 2012 dividend per share has been calculated on the basis of the total number of shares outstanding at 31 December 2012. It will be modified in
         2013 to exclude the actual number of treasury shares held on the payment date.




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                                                                                                                                Additional
                                                                                                                                information

                                                                                3.3. Notes to the consolidated financial statements
                                                                                                                                                 3
25.5. Capital management                                               The Group occasionally purchases its own shares in the market,
                                                                       for the purpose of allocating them to the liquidity contract and
The Group’s policy is to maintain a strong capital base in order       making a market in the shares or keeping them to cover stock
to ensure the confidence of investors, creditors and the markets,      option plans, employee share ownership plans or share grant
and to support the Group’s future business development.                plans for Group employees and executive officers.


                     P
NOTE 26. SHARE-BASED PAYMENTS

Since 1987, stock options or share grants have been granted            In accordance with IFRS 2, all stock options granted were valued
in December of each year to new managers who have completed            using the Black & Scholes option pricing model.
one year’s service with the Group, and the number of options held
by managers promoted to a higher grade has been adjusted.
                                                                       26.1. Impact of share-based payments on
Share grants are also made to certain Company managers                       earnings and equity
and to store managers. The shares vest in tranches, subject to
continued employment with the Group and the attainment of              The net expense of €19 million in 2012 (€15 million in 2011) was
Group performance targets for the period concerned.                    recognised by adjusting equity at 31 December 2012 by the
                                                                       same amount (€6 million for the parent company and €13 million
                                                                       for GPA).


26.2. Details of casino, guichard-perrachon stock option plans
26.2.1. Details of the plans

                                                                                                                       Number of options
                             Exercise period                                 Number of            Exercise price           outstanding at
 Grant date                        start date           Expiry date     options granted                      (in €)    31 December 2012
 29 April 2010              29 October 2013       28 October 2015                  48,540                  64.87                     45,365
 4 December 2009                4 June 2013            3 June 2015                 72,603                  57.18                     51,261
 8 April 2009                8 October 2012        7 October 2014                  37,150                  49.47                     33,400
 5 December 2008                5 June 2012            4 June 2014                109,001                  49.02                     69,973
 14 April 2008              14 October 2011       13 October 2013                 434,361                  76.72                   241,256
 7 December 2007                7 June 2011            6 June 2013                 54,497                  74.98                     33,210
 13 April 2007              13 October 2010       12 October 2012                 362,749                  75.75                           -
 15 December 2006         15 December 2009           14 June 2012                  53,708                  69.65                           -
 TOTAL                                                                                                                             474,465



Main assumptions applied to value options on new shares

                        Share price on      Estimated life                                                                    Fair value of
                        the grant date      of the options          Projected          Projected              Risk-free      stock options
 Grant date                        (in €)         (in years)   dividend yield           volatility         interest rate               (in €)
 29 April 2010                   65.45                  5.5               5%                 29.32%               1.69%               10.33
 4 December 2009                 58.31                  5.5               5%                 30.02%               2.09%                8.59
 8 April 2009                    48.37                  5.5               5%                 29.60%               2.44%                5.07
 5 December 2008                 43.73                  5.5               5%                 26.77%               3.05%                6.14
 14 April 2008                   75.10                  5.5               5%                 24.04%               4.17%               13.61
 7 December 2007                 77.25                  5.5               5%                 25.27%               4.85%               18.18
 13 April 2007                   75.80                  5.5               5%                 23.55%               4.78%               16.73
 15 December 2006                70.00                  5.5               2%                 25.11%               3.99%               14.31




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    3.3. Notes to the consolidated financial statements
                                                                      Parent company
                                                                      financial statements
                                                                                                 Corporate
                                                                                                 governance
                                                                                                                  General
                                                                                                                  Meeting
                                                                                                                                Additional
                                                                                                                                information




    The table below shows movements in the number of outstanding options and average weighted exercise prices:


                                                                     2012                                            2011
                                                            Number of     Weighted average               Number of        Weighted average
                                                           outstanding       exercise price             outstanding          exercise price
                                                               options                  (in €)              options                    (in €)
     Options outstanding at 1 January                          744,273                 69.55              1,009,780                  68.04
       Of which, vested options                                524,098                 75.89                   414,296               72.94
     Options granted during the period                                -                      -                        -                    -
     Options exercised during the period                        (8,474)                51.21                  (105,332)              57.94
     Options cancelled during the period                       (56,033)                71.05                  (110,497)              72.03
     Options that lapsed during the period                    (205,301)                74.98                   (49,678)              57.89
     OPTIONS OUTSTANDING AT 31 DECEMBER                        474,465                 67.35                   744,273               69.55
                                                               377,839                 69.03                   524,098               75.89



    26.2.2. Details of share grant plans

                                                                                                        Number of shares outstanding at
                                                                                                             31 December 2012 before
                                  Number of shares                              End of lock-up              application of performance
     Grant date                           granted          V
                                                           Vesting date                  period                              conditions
     19 October 2012                          41,200   19 October 2014        19 October 2016                                       41,200
     19 October 2012                          11,350   19 October 2015        19 October 2017                                       11,350
     11 May 2012                              17,859       11 May 2014            11 May 2016                                       17,859
     29 March 2012                             6,422     29 March 2015          29 March 2017                                        6,422
     2 December 2011                          23,383   2 December 2014       2 December 2016                                        21,586
     2 December 2011                           2,362   2 December 2013       2 December 2015                                               -
     21 October 2011                           3,742   21 October 2014        21 October 2016                                        3,742
     21 October 2011                          26,931   21 October 2013        21 October 2015                                       26,931
     21 October 2011                           4,200   21 October 2014        21 October 2016                                        4,200
     15 April 2011                            69,481      15 April 2013           15 April 2015                                     66,978
     15 April 2011                            46,130      15 April 2014           15 April 2016                                     40,963
     15 April 2011                           241,694      15 April 2014           15 April 2016                                    206,744
     15 April 2011                            26,585      15 April 2014           15 April 2016                                     24,085
     3 December 2010                          17,268   3 December 2013       3 December 2015                                        13,882
     22 October 2010                           4,991   22 October 2012        22 October 2014                                              -
     29 April 2010                           296,765      29 April 2013           29 April 2015                                    227,630
     29 April 2010                            51,394      29 April 2013           29 April 2015                                     43,826
     4 December 2009                          24,463   4 December 2012       4 December 2014                                               -
     TOTAL                                                                                                                         757,398




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                                                                                                  3.3. Notes to the consolidated financial statements
                                                                                                                                                        Additional
                                                                                                                                                        information
                                                                                                                                                                        3
Main assumptions applied to value share grants

                                         Share price on the                  Continued
                                                grant date                  employment               Performance condition                   Fair value of the share
    Grant date                                             (in €)            conditions                         applicable                                     (in €)
    19 October 2012                                      69.32                          Y
                                                                                        Yes                                      -                            54.92
                                                                                                                                (1)
    19 October 2012                                      69.32                          Yes
                                                                                        Y                                                                     52.46
    11 May 2012                                          72.31                          Yes
                                                                                        Y                                        -                            51.76
    29 March 2012                                        74.10                          Yes
                                                                                        Y                                        -                            56.31
    2 December 2011                                      66.62                          Yes
                                                                                        Y                                        -                            50.94
    2 December 2011                                      66.62                          Yes
                                                                                        Y                                        -                            53.16
    21 October 2011                                      62.94                          Y
                                                                                        Yes                                      -                            47.53
    21 October 2011                                      62.94                          Y
                                                                                        Yes                                      -                            49.79
                                                                                                                                (1)
    21 October 2011                                      62.94                          Y
                                                                                        Yes                                                                   47.53
    15 April 2011                                        70.80                          Y
                                                                                        Yes                                      -                            58.99
    15 April 2011                                        70.80                          Y
                                                                                        Yes                                      -                            56.40
                                                                                                                                (1)
    15 April 2011                                        70.80                          Yes
                                                                                        Y                                                                     56.34
                                                                                                                                (1)
    15 April 2011                                        70.80                          Yes
                                                                                        Y                                                                     56.34
    3 December 2010                                      69.33                          Yes
                                                                                        Y                                        -                            55.35
    22 October 2010                                      67.68                          Yes
                                                                                        Y                                        -                            57.07
                                                                                                                                (1)
    29 April 2010                                        65.45                          Y
                                                                                        Yes                                                                   50.86
    29 April 2010                                        65.45                          Y
                                                                                        Yes                                      -                            50.86
    4 December 2009                                      58.31                          Y
                                                                                        Yes                                      -                            42.47
    (1) Performance conditions mainly involve organic sales growth and trading profit levels of the company to which the employee belongs.


At 31 December 2012, the applicable performance conditions were as follows:
I    Monoprix: 100% for 2012 plans, 0% for 2011 plans and 94% for 2010 plans;
I    other companies: 17% for 2011 plans and 94% for 2010 plans.
The table below shows movements in share grant plans not yet vested:


    Share grant plans, not yet vested                                                                                                    2012                 2011
    Number of outstanding shares at 1 January                                                                                         784,610              836,003
    Shares granted                                                                                                                     76,831              444,508
    Shares cancelled                                                                                                                  (90,623)            (378,008)
    Shares issued                                                                                                                     (13,780)            (117,893)
    NUMBER OF OUTSTANDING SHARES AT 31 DECEMBER                                                                                       757,398              784,610



26.3. Details of GPA stock option plans
26.3.1. Details of the plans


The price of Silver options corresponds to the average of the last                       invested capital) performance condition for the Series A2 to A5
20 closing prices for GPA shares quoted on Bovespa, with a 20%                           Gold plans. The performance condition for the latest Series A6
discount. The number of shares resulting from the exercise of Silver                     Gold plan is ROCE (return on capital employed). The Gold options
options is fixed. The number of shares resulting from the exercise                       may not be exercised independently from the Silver options.
of Gold options is variable and depends on the ROIC (return on




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                                                                                Parent company
                                                                                financial statements
                                                                                                         Corporate
                                                                                                         governance
                                                                                                                          General
                                                                                                                          Meeting
                                                                                                                                          Additional
                                                                                                                                          information




                                                                                                Number                             Number of options
                                                 Exercise period                              of options     Exercise price         outstanding at 31
        Name of plan              Grant date           start date             Expiry date        granted              (in BRL)       December 2012
        Series A2 – Gold       3 March 2008        30 April 2008        30 March 2011                  848              0.01                         -
        Series A2 – Silver     3 March 2008        30 April 2008        30 March 2012                  950             26.93                         -
        Series A3 – Gold       13 May 2009          31 May 2012           31 May 2013                  668              0.01                         -
        Series A3 – Silver     13 May 2009          31 May 2012           31 May 2013                  693             27.47                         -
        Series A4 – Gold       24 May 2010          31 May 2013           31 May 2014                  514              0.01                     255
        Series A4 – Silver     24 May 2010          31 May 2013           31 May 2014                  182             46.49                       63
        Series A5 – Gold       31 May 2011          31 May 2014           31 May 2015                  299              0.01                     229
        Series A5 – Silver     31 May 2011         31 May 2014            31 May 2015                  299             54.69                     229
        Series A6 – Gold     15 March 2012        15 March 2015         15 March 2016                  526              0.01                     441
        Series A6 – Silver   15 March 2012        15 March 2015         15 March 2016                  526             64.13                     441
                                                                                                                                               1 658



    Main assumptions applied to value options on new shares
    GPA uses the following assumptions to value its plans:
    I    dividend yield: 0.81%;
    I    projected volatility: 33.51%;
    I    risk-free interest rate: 10.19%.
    The average fair value of options outstanding was BRL 51.19 at 31 December 2012.
    The table below shows movements in the number of outstanding options and average weighted exercise prices:


                                                                         2012                                               2011
                                                            Number of            Weighted average               Number of          Weighted average
                                                           outstanding              exercise price             outstanding            exercise price
                                                               options                      (in BRL)               options                    (in BRL)
        Options outstanding at 1 January                             1,963                    16.90                    2,512                   14.31
          Of which, vested options                                   1,963                    16.90                    1,174                   20.56
        Options granted during the period                            1,052                    32.08                      598                   27.36
        Options exercised during the period                         (1,293)                   16.46                   (1,111)                  20.68
        Options cancelled during the period                            (64)                   29.40                      (11)                  42.32
        Options that lapsed during the period                             -                        -                     (25)                  32.64
        OPTIONS OUTSTANDING
        AT 31 DECEMBER                                               1,658                    26.40                    1,963                   16.90
          Of which, vested options                                   1,658                    26.40                    1,963                   16.90




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                                                                                                     governance
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                                                                                                                             Meeting

                                                                                        3.3. Notes to the consolidated financial statements
                                                                                                                                                  Additional
                                                                                                                                                  information
                                                                                                                                                                3
NOTE 27. PROVISIONS
Breakdown and movements

                                         1                   Reversals   Reversals          Change in
                                   January       Increases      (used)    (surplus)          scope of          Translation
                                                                                                               T                             31 December
 € millions                           2012            2012        2012        2012       consolidation         adjustment        Other              2012
 After-sales service                        9           7          (9)              -                 -                  -             -                   7
 Pensions (note 28)                    167             90         (84)            (6)                 -                  2         47                    216
 Jubilees                                  23           4            -              -                 -                  -             1                  27
 Long-service awards                       16          17         (16)              -                 -                  -             -                  17
 Claims and litigation                     40          16          (7)            (6)                2                   -             4                  48
 Other liabilities and
 charges                               266            210         (65)           (60)              400                (38)         (9)                   705
 Restructuring                             12          14          (9)              -                 -                  -             1                  18
 TOTAL                                 533            356        (190)           (72)              402                (36)         44                  1,037
 of which short-term                   188            256         (88)           (63)                2                   -        (20)                   275
 of which long-term                    345            100        (102)            (9)              399                (36)         64                    762


Provisions for claims and litigation and for other liabilities and           More specifically, provisions for other liabilities and charges
charges correspond to a large number of provisions for employee              amounted to €705 million and mainly included provisions related
claims, property-related claims (concerning construction or                  to GPA (see table below), as well as provisions for put options on
refurbishment work, rents, tenant evictions, etc.), tax claims and           Franprix-Leader Price master franchises (€62 million).
business claims (trademark infringement, etc.).


                                          PIS/Cofins/            Other tax-related               Employee
 € millions                            CPMF disputes(1)                 disputes                 disputes           Civil litigation                    T
                                                                                                                                                        Total
 31 December 2012                                      106                       248                  84                          49                     487
 (1) VAT and similar taxes.




NOTE 28. PENSION AND OTHER POST-EMPLOYMENT BENEFIT OBLIGATIONS

The Group’s obligations under defined benefit plans are measured on an actuarial basis. They mainly concern lump-sum retirement
allowances and length-of-service awards in France.


28.1. Defined benefit plan
28.1.1. Summary
The following table shows a reconciliation of the obligations of all group companies and the provisions recognised in the consolidated
financial statements at 31 December 2012 and 2011.


                                                                           France                   International                            Total
                                                                                                                                             T
 € millions                                                              2012           2011        2012              2011             2012             2011
 Present value of projected benefit obligation under
 funded plans                                                            210             176               -                 -             210           176
 Fair value of plan assets                                                (43)           (49)              -                 -             (43)          (49)
 Funding requirement                                                     166             127               -                 -             166           127
 Present value of projected benefit obligation under
 unfunded plans                                                            16             14              33            26                  50            40
 LIABILITY RECOGNISED IN THE BALANCE SHEET                                182            141              33            26                 216           167




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                                                                         financial statements
                                                                                                        Corporate
                                                                                                        governance
                                                                                                                         General
                                                                                                                         Meeting
                                                                                                                                                Additional
                                                                                                                                                information




    28.1.2. Change in obligation

                                                                                  France                   International                    T
                                                                                                                                            Total
     € millions                                                                2012            2011        2012        2011          2012             2011
     A – CHANGE IN ACTUARIAL LIABILITY
                                                                               190             179             26            18       216              197
     Service cost                                                                  8             13             3             5         11              17
     Interest cost                                                                 6              6             2             1             7            7
     Change in scope of consolidation                                              -              1             -             -             -            1
     Reduction in the liability (benefit payments)                              (11)            (10)           (3)           (3)      (14)             (13)
     Actuarial gains and losses                                                   39              1             4             4         43               5
     Translation adjustment                                                        -               -            2             -             2             -
     Other movements                                                              (6)              -            1                       (5)
     Actuarial liability at 31 December                              A         226             190             33            26       260              216
     B – CHANGE IN PLAN ASSETS
     Fair value of plan assets at 1 January                                       49             55             -             -         49              55
     Expected return on plan assets                                                1              1             -             -             1             1
     Actuarial gains and losses                                                    1              1             -             -             1             1
     Employer's contribution                                                       -               -            -             -             -             -
     Employee contributions                                                        -               -            -             -             -             -
     Benefits paid during the period                                              (9)            (9)            -             -         (9)             (9)
     Change in scope of consolidation                                              -               -            -             -             -             -
     Other movements                                                               1              1             -             -             1             1
     Fair value of plan assets at 31 December                        B            43             49             -             -         43              49
     C – FUNDING REQUIREMENT                                    A-B             182             141            33            26       216              167
     Asset ceiling                                                                 -               -             -             -            -             -
     NET RETIREMENT BENEFIT OBLIGATION                                          182             141            33            26       216              167



    28.1.3. Balance of actuarial gains or losses recognised in equity

     € millions                                                                                                          2012                         2011
     Provisions (decrease)/increase                                                                                           61                        19
     Deferred tax (assets)/liabilities                                                                                       (21)                       (7)
     CUMULATIVE DECREASE/(INCREASE) IN EQUITY NET OF TAX                                                                      40                        12
     Attributable to owners of the parent                                                                                     40                        12
     GAIN/(LOSS), NET OF TAX, RECOGNISED DIRECTLY IN EQUITY                                                                  (27)                       (2)



    28.1.4. Reconciliation of liabilities in the balance sheet

                                                                         France                        International                   T
                                                                                                                                       Total
     € millions                                                  2012               2011               2012          2011           2012              2011
     At 1 January                                                    141                124              26            18           167                143
     Actuarial gains or losses recognised in equity                      38                -              4             4             42                 4
     Employee contributions                                               -                -               -            -               -                 -
     Cost for the period                                                 13              18               4             6             18                24
     Reduction in the liability (benefit payments)                   (11)               (10)             (3)           (3)           (14)              (13)
     Partial reimbursement of plan assets                                 9               9                -            -              9                 9
     Change in scope of consolidation                                     -               1                -            -               -                1
     Translation adjustment                                               -                -              2             -              2                  -
     Other movements                                                     (7)             (1)              1             -             (7)               (1)
     AT 31 DECEMBER                                                  183                141              33            26            216               167


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                                                                               3.3. Notes to the consolidated financial statements
                                                                                                                                        Additional
                                                                                                                                        information
                                                                                                                                                      3
28.1.5. Breakdown of expense for the period

                                                                    France                     International                      T
                                                                                                                                  Total
 € millions                                                    2012            2011            2012          2011          2012               2011
 Interest cost                                                       6            6               2             1                 7              7
 Expected return on plan assets                                     (1)          (1)               -            -                (1)            (1)
 Expense recognised in other financial income and
 expense                                                             5            4               2             1                 7              6
 Service cost                                                        8           13               3             5            11                 18
 Past service cost                                                   -             -               -            -                 -               -
 Curtailments and settlements                                        -             -               -            -                 -               -
 Expense recognised in employee benefits expense                      8           13               3             5            11                 17
 COST FOR THE PERIOD                                                13           18               4             6            18                 24



28.1.6. Funding policy

Historical data

 € millions                                                          2012              2011            2010              2009                 2008
 Present value of projected benefit obligation
 under funded plans                                                   210              176              166              140                   464
 Fair value of plan assets                                            (43)              (49)            (55)              (62)                (432)
 Sub-total                                                            166              127              111                78                   32
 Present value of projected benefit obligation
 under unfunded plans                                                     50             40              31                28                   38
 Asset ceiling                                                             -               -               -                 -                  30
 LIABILITY RECOGNISED IN THE BALANCE SHEET                            216               167             143               107                  100


The plan assets mainly comprise a euro fund invested in fixed-rate bonds.

28.1.7. Actuarial assumptions
The following table summarises the main actuarial assumptions used to measure the obligation:

                                                                      France                                     International
 € millions                                                        2012                   2011                   2012                         2011
 Discount rate                                                     3.2%          4.3% – 4.5%             3.2% – 6.1%                   3.8% – 7.0%
 Expected rate of future salary increases                          2.5%         2.25% – 2.5%           3.5% – 10.0%                    2.0% – 3.5%
 Retirement age                                                    62-64                 62-64                  55-65                        50-65
 Expected return on plan assets                          3.5% – 4.0%             3.6% – 4.0%                         -                            -


For French companies, the discount rate is determined by              28.1.9. Experience adjustments
reference to the Bloomberg 15-year AA corporate composite index.
                                                                      Experience adjustments mainly represent the impact on the
The expected return on plan assets in 2012 corresponds to the         obligation of differences between benefits estimated on the
actual rate achieved in the previous year. The actual return on       previous closing date and benefits actually paid during the year.
plan assets for France was €1 million in 2012 and 2011.               They amounted to €19 million at 31 December 2012 versus
                                                                      €10 million at 31 December 2011.
28.1.8. Sensitivity of actuarial assumptions
A 50-basis point increase (decrease) in the discount rate would
                                                                      28.1.10. Expected benefit payments in 2013
lead to a 5.0% decrease (5.8% increase) in the total obligation.      The Group expects to pay benefits of approximately €10 million
                                                                      under its defined benefit plans in 2013.
A 10-basis point increase (decrease) in the expected rate of
salary increases would lead to a 1.2% increase (1.0% decrease)
in the total obligation.                                              28.2. Defined contribution plans
A 50-basis point increase or decrease in the expected return          Defined contribution plans correspond primarily to retirement plans.
on plan assets would not lead to any significant change in the        The cost of these plans in 2012 was €302 million (€289 million
income from plan assets.                                              in 2011).

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                                                                                           financial statements
                                                                                                                         Corporate
                                                                                                                         governance
                                                                                                                                              General
                                                                                                                                              Meeting
                                                                                                                                                                 Additional
                                                                                                                                                                 information




    NOTE 29. BORROWINGS

    Financial liabilities amounted to €12,180 million at 31 December 2012 (€9,590 million in 2011), broken down as follows:


                                                                                                        2012                                           2011
                                                                                           Non-                                          Non-
                                                                                         current       Current                         current         Current
     € millions                                                             Note         portion       portion            T
                                                                                                                          Total        portion         portion          T
                                                                                                                                                                        Total
     Bonds                                                                   29.2          6,934             773         7,708           5,159            626          5,785
     Other financial liabilities                                             29.3          1,931          1,881          3,811           1,112          2,406          3,518
     Finance leases                                                          33.3              69             46            115              61             41            102
     Put options granted to owners of non-controlling
     interests                                                               29.4            443              69            512              66             43            109
     Fair value hedges (liabilities)                                           32              17             17             34              25             51             76
     BORROWINGS                                                                            9,394          2,786         12,180           6,423          3,167           9,590



    29.1. Change in gross financial debt

     € millions                                                                                                                               2012                      2011
     At 1 January                                                                                                                            9,590                     7,303
     Fair value hedges (assets)                                                                                                               (204)                     (262)
     Financial debt at 1 January (including hedging instruments)                                                                             9,386                     7,040
     New borrowings(1)                                                                                                                       2,054                     3,436
     Repayments (principal and interest)(2)                                                                                                (1,753)                    (1,451)
     Change in fair value of debt hedged                                                                                                       (10)                          7
     Exchange differences                                                                                                                     (249)                     (108)
     Changes in scope of consolidation(3)                                                                                                    1,975                        414
     Change in put options granted to owners of non-controlling interests(4)                                                                   403                         51
     Reclassification as financial liabilities associated with assets held for sale (Mercialys)                                                (12)                              -
     Other                                                                                                                                         -                        (3)
     Financial debt at 31 December (including hedging instruments)                                                                         11,794                      9,386
     Gross financial liabilities at 31 December                                                                                            12,180                      9,590
     Fair value hedges (assets)                                                                                                               (385)                     (204)
     (1) New borrowings mainly stem from the following transactions: (i) new bond issues totalling €1,586 million made by Casino, Guichard-Perrachon (€1,250 million) and
         GPA (€336 million) and (ii) new loans contracted by GPA €184 million and Exito €122 million. The balance stems mainly from drawdowns on credit lines used by
         Monoprix (€125 million).
     (2) Loan repayments mainly concern: (i) Casino, Guichard-Perrachon and GPA bonds €558 million and €77 million respectively, (ii) other borrowings and financial
         liabilities carried by GPA (€202 million), Big C Thailand €188 million, Exito €154 million and Franprix-Leader Price €53 million, (iii) bank overdrafts and accrued
         interest €219 million, and (iv) commercial paper €203 million.
     (3) Changes in scope of consolidation correspond mainly to the full consolidation of GPA following the transactions described in note 3.3.
     (4) The change in put options granted to owners of non-controlling interests mainly concerns the recognition of the put granted to the Diniz family for €399 million (see
         notes 3.3 and 29.4).




    128 / CASINO GROUP / REGISTRATION DOCUMENT 2012
Presentation
of the Casino Group
                        Management
                        report
                                           CONSOLIDATED
                                           FINANCIAL STATEMENTS
                                                                            Parent company
                                                                            financial statements
                                                                                                     Corporate
                                                                                                     governance
                                                                                                                      General
                                                                                                                      Meeting
                                                                                                                                     Additional
                                                                                                                                     information

                                                                                      3.3. Notes to the consolidated financial statements
                                                                                                                                                      3
29.1.1. Financing transactions in 2012                                       29.1.3. Big C Thailand financing transactions in
Casino, Guichard-Perrachon made two bond issues during the                           2012
period, one of €600 million maturing 2020 with an effective interest         The Carrefour Thailand acquisition debt was refinanced with three
rate of 4.05%, and one of €650 million maturing 2019 with an                 local financial institutions, and comprises:
effective interest rate of 3.22%.
                                                                             I   a THB 27 billion (€669 million) credit facility with a maturity of
                                                                                 between two and seven years, paying interest at 3- or 6-month
29.1.2. GPA financing transactions in 2012
                                                                                 THBFIX or 3-month BIBOR plus a margin. It will be repaid by
In the second half of 2012, GPA and its subsidiaries made bond                   various methods (annual instalments, revolving promissory notes
issues totalling BRL 2.1 billion (€777 million) (see note 29.2). The             with bullet repayment);
bonds are redeemable at maturity and have early redemption                   I   a THB 5 billion (€124 million) five-year loan repayable in annual
options: (i) the BRL 1.2 billion (€444 million) issue may be                     instalments from January 2013 to July 2017. The interest rate
redeemed early with immediate effect and (ii) the BRL 400                        is 6-month THBFIX plus a margin.
(€148 million) issue may be redeemed early after a period of 18
months. There is no early redemption option for the remaining                Big C Thailand has drawn down THB 18 billion (€446 million)
BRL 500 million (€185 million).                                              on the THB 27 billion (€669 million) credit facility and has drawn
                                                                             down the repayment loan in full.
These issues are subject to financial covenants with the exception
of the BRL 100 million (€37 million) issue. The ratios are calculated        These facilities are subject to financial covenants (net debt to
on GPA consolidated data as follows:                                         EBITDA and net debt to equity) (see note 32.4).

I   net debt (1) may not be higher than equity;
I   consolidated net debt to EBITDA may not exceed 3.25.




(1) net debt = debt less cash and cash equivalents and trade receivables.


                                                                                                    REGISTRATION DOCUMENT 2012 / CASINO GROUP / 129
3   Presentation
    of the Casino Group
                                 Management
                                 report

    3.3. Notes to the consolidated financial statements
                                                       CONSOLIDATED
                                                       FINANCIAL STATEMENTS
                                                                                            Parent company
                                                                                            financial statements
                                                                                                                          Corporate
                                                                                                                          governance
                                                                                                                                           General
                                                                                                                                           Meeting
                                                                                                                                                           Additional
                                                                                                                                                           information




    29.2. Bonds

                                                                                             Effective
     € millions                        Amount               Interest rate(1)             interest rate            Issue date                Due      2012(2)   2011(2)
     Bonds in euros
     2012 bonds                              413                   F: 6.00%                      6.24%        February 2002      February 2012             -      414

                                                                                                                   June 2002
     2012 bonds                              165                   F: 7.88%                      8.03%        February 2009       August 2012              -      166
     2013 bonds                              544                   F: 6.38%                      6.36%             April 2008          April 2013       552       567

                                                                                                                   June 2008

                                                                                                                   May 2009
     2014 bonds                              578                   F: 4.88%                      5.19%             April 2007          April 2014       600       605

                                                                                                                   June 2008
     2015 bonds                              750                   F: 5.50%                      5.60%              July 2009     January 2015          789       787
     2016 bonds                              600                   F: 4.47%                      4.58%         October 2011            April 2016       601       598
     2017 bonds                              888                   F: 4.38%                      5.85%        February 2010      February 2017          855       828
     2018 bonds                              508                   F: 4.48%                      5.25%             May 2010     November 2018           539       506
     2019 bonds                              650                   F: 3.16%                      3.22%          August 2012       August 2019           655          -
     2020 bonds                              600                   F: 3.99%                      4.05%           March 2012        March 2020           620          -
     2021 bonds                              850                   F: 4.73%                      5.13%             May 2011            May 2021         862       824
     Bonds in COP
     Exito bond issue                          32            V: CPI+5.45%                      13.42%              April 2006          April 2013        32          3
     Carulla bond issue                        64            V: CPI+7.50%                      15.15%              May 2005            May 2015          64        86
     Bonds in BRL
     GPA bond issue                            96             V: CDI+0.5%                      12.95%            March 2007        March 2013            96        86
     GPA bond issue                          148            V: 109.5% CDI                 109.5% CDI        December 2009       December 2014           146        81
     GPA bond issue                          226            V: 107.7% CDI                 107.7% CDI           January 2011       January 2014          226       101
     GPA bond issue                          296            V: 108.5% CDI                 108.5% CDI        December 2011              June 2015        295       133
     GPA bond issue                          444                V: CDI+1%                     CDI+1%               May 2012     November 2015           443          -
     GPA bond issue                          148        V: 100% CDI+1%                100% CDI+1%                  Feb. 2012           July 2015        148          -
     GPA bond issue                            37         V: 105.35% CDI                105.35% CDI                April 2012          April 2013        37          -
     GPA bond issue                            74           V: CDI+0.72%               V: CDI+0.72%                June 2012    December 2014            74          -
     GPA bond issue                            74           V: CDI+0.72%               V: CDI+0.72%                June 2012      January 2015           74          -
     TOTAL BONDS                                                                                                                                     7,708      5,785
     (1) F (Fixed rate) – V (Variable rate) – CPI (Consumer Price Index) – CDI (Certificado de Deposito Interbancario).
     (2) The amounts shown above include the impact of fair value hedges.




    130 / CASINO GROUP / REGISTRATION DOCUMENT 2012
Presentation
of the Casino Group
                             Management
                             report
                                                   CONSOLIDATED
                                                   FINANCIAL STATEMENTS
                                                                                        Parent company
                                                                                        financial statements
                                                                                                                        Corporate
                                                                                                                        governance
                                                                                                                                         General
                                                                                                                                         Meeting

                                                                                                    3.3. Notes to the consolidated financial statements
                                                                                                                                                            Additional
                                                                                                                                                            information
                                                                                                                                                                               3
29.3. Other borrowings

                                                                                            T
                                                                                            Type
 € millions                                                          Amount               of rate       Issue date               Due             2012              2011
 France
 Calyon structured loan                                                   184      Variable rate        June 2007          June 2013               184              184
 Alaméa                                                                   300      Variable rate         April 2010        April 2015              300              300
 Commercial paper                                                                                                                                  235              438
         (1)
 Other                                                                                                                                             226              259
 International
 Latin America(2)                                                                                                                               1,223               602
 Other(3)                                                                                                                                          752              919
 Bank overdrafts                                                                                                                                   504              556
                       (4)
 Accrued interest                                                                                                                                  387              261
 TOTAL OTHER BORROWINGS                                                                                                                         3,811             3,518
 (1) Including Franprix-Leader Price for €175 million in 2012 and €188 million in 2011.
 (2) GPA for €1,222 million and Exito for €1 million in 2012 (€569 million and €31 million respectively in 2011).
 (3) Mainly Big C Thailand for €719 million in 2012 and €890 million in 2011.
 (4) Accrued interest relates to all financial liabilities including bonds.



Confirmed bank lines of credit 2012

                                                                                                                 Due
                                                                                                 Within one            More than         Amount of
 € millions                                                               Interest rate                year             one year         the facility       Drawdowns
 Casino, Guichard-Perrachon syndicated credit line(1)                      Variable rate                      -             1,882             1,882                        -
 Other confirmed bank lines of credit                                      Variable rate                  390                 693             1,083                 190
 (1) Includes the €1,200 million syndicated line of credit renewed in August 2010 for five years and the US$900 million line due 2014.



Confirmed bank lines of credit 2011

                                                                                                                 Due
                                                                                                 Within one            More than         Amount of
 € millions                                                               Interest rate                year             one year         the facility       Drawdowns
 Casino, Guichard-Perrachon syndicated credit line(1)                      Variable rate                      -             1,896             1,896                 232
 Other confirmed bank lines of credit                                      Variable rate                  365