2012 Registration Document - Groupe Casino

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2 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 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 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 Vindémia Retailing (hypermarkets and supermarkets in Reunion, Madagascar, 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 the main pacts are as follows: Monoprix On 20 March 2003, Casino and Galeries Lafayette signed an agreement providing for the continuation of their partnership in Monoprix SA. The 25-year agreement was disclosed to the French Stock Exchange Authorities (Conseil des marchés financiers, CMF notice No. 203C0223). It provides for the delisting of Monoprix (which took place in 2003) and gives each partner an equal number of seats on the Monoprix Board of Directors, with the Chairman having a casting vote. The chairmanship rotates every three years, after an initial five-year period during which Philippe Houzé, Chairman of Galeries Lafayette, continued to act as Chairman. Once Casino’s interest in Monoprix has been raised to 60%, these provisions will lapse. For as long as Galeries Lafayette holds at least 40% of Monoprix’s capital, it will have the right to veto any rebranding of Monoprix stores, as well as any acquisition in excess of €80 million. Casino and Galeries Lafayette have exchanged put and call options, as described in note 33.2 to the consolidated financial statements and note 16 to the parent company financial statements. The agreement also provides for the non-transferability of the shares held by each group, a reciprocal pre-emptive right, a joint exit right and reciprocal call options in the event of a change of control. By amendment dated 22 December 2008, Casino and Galeries Lafayette agreed to suspend the exercise of their reciprocal call and put options on Monoprix shares for three years. Philippe Houzé had been re-appointed Chairman of the Board of Directors for a term of three years. Galeries Lafayette has a put option on its 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. On 26 July 2012, Casino and Galeries Lafayette signed a memorandum of settlement concerning Galeries Lafayette’s sale of its 50% interest to Casino no later than 30 October 2013. The acquisition by Casino should become effective after the decision of the French Competition Authority expected at mid-2013. On 30 November 2012, Monoprix’s Board of Directors appointed Jean-Charles Naouri as Chairman and Chief Executive Officer to replace Philippe Houzé. Franprix-Leader Price Call and/or put options have been granted on shares in a large number of companies that are not wholly-owned by the Group. 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). Almacenes Exito (Colombia) In July 1999, Casino entered into a strategic development agreement with Almacenes Exito, whereby Casino acquired 25% of this company’s share capital and became a benchmark strategic partner. In conjunction with the share acquisition, the two partners signed a shareholder pact setting out, amongst other things, their agreement concerning the management of the company. The pact was amended in October 2005, and between then and 31 December 2006, Casino increased its holding in Almacenes to 38.62%. On 16 January 2007, Casino exercised its right of first refusal over shares sold by one of the local partners and became the majority shareholder on 3 May 2007. On 17 December 2007, Casino signed a new amendment to the Exito shareholder pact to reflect the stronger relationship between Casino, the majority shareholder, and its strategic partners. Under the new agreements, the partners have given up their put option, thereby releasing Casino from its commitment to purchase their interests in Exito. In addition, to take account of the new ownership structure, the revised shareholder pact contains new voting rules for appointing directors and for certain other decisions, as well as provisions simplifying the rules on selling shares and other customary clauses. As part of a plan to better integrate the Group’s operations in South America, Casino sold its majority interests in Grupo Disco del Uruguay (GDU) and Devoto to Almacenes Exito S.A. on 29 June 2011. Almacenes Exito S.A. now has joint control over the Uruguayan operations and has a seat on their boards. In December 2011 Almacenes Exito S.A. and Casino exchanged call and put options on the non-controlling interests in GDU and Devoto, expiring on 31 August 2021, which are themselves subject to a put option granted by Casino to the founding Uruguayan families, expiring on 21 June 2021 (see section below). Disco Uruguay Group (Uruguay) In conjunction with Casino’s September 1998 acquisition of a stake in Grupo Disco del Uruguay, a shareholder pact was signed with the founding families. The pact expired in September 2008 and the family shareholders continue to benefit from put options granted by Casino, exercisable until 21 June 2021. These put options are described in note 16 to the parent company financial statements and note 33.2 to the consolidated financial statements. As described above, Casino sold its majority interests in Grupo Disco del Uruguay (GDU) and Devoto to Almacenes Exito S.A. on 29 September 2011, giving Almacenes Exito S.A. joint control. On the terms described above, Casino and Almacenes Exito S.A. exchanged call and put options on the non-controlling interests in GDU and Devoto held by the Uruguayan founding families. registration document 2012 / Casino Group / 29
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Casino Group B.P. 306 - 1, esplanad
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2012 Registration Document - Groupe Casino

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