Base Prospectus - Groupe Casino

ANNEX ICHANGE OF CONTROLThe following provisions form part of these Economic Terms and Conditions.PUT OPTIONAt any time while any Note remains outstanding, each holder of Notes will have the option (the “Put Option”) to requirethe Issuer to redeem or, at the Issuer's option, to procure the purchase of these Notes on the Optional Redemption Date(as defined below) at their principal amount together with (or, where purchased, together with an amount equal to)accrued interest to but excluding the Optional Redemption Date if one of the following events takes place (a “PutEvent”):(i)(ii)a Change of Control and, during the Change of Control Period, a Rating Downgrade of the Notes due to thisChange of Control, when the Notes are rated by any Rating Agency at the start of the Change of ControlPeriods; ora Change of Control, when the Notes are not rated at such time.A holder of Notes may not exercise his Put Option if the Issuer informs the holder of the Notes of its intention to redeemthe Notes pursuant to Conditions 6(f) or (j) (“Redemption for Taxation Reasons” and “Illegality”) before the OptionNotice is sent to the holder.A “Change of Control” shall be deemed to have occurred at each time that any person or persons acting in concert(other than a Permitted Holding Company (as defined below) acting alone or in concert) come(s) to own or acquire(s)such number of the shares in the capital of the Issuer carrying more than 50 per cent. of the voting rights normallyexercisable at a general meeting of the Issuer. “Permitted Holding Company” means each and any company or otherlegal entity whose share capital (or equivalent) and associated voting rights are controlled (within the meaning of ArticleL. 233-3 of the French Code de Commerce) by Rallye S.A. or by any company or other legal entity controlling (withinsuch meaning) the share capital (or equivalent) and associated voting rights of Rallye S.A.“Change of Control Period” means the period commencing on the date that is the earlier of (1) the date of the firstpublic announcement of the relevant Change of Control; and (2) the date of the earliest Potential Change of ControlAnnouncement (if any) and ending on the date which is 180 days after the date of the first public announcement of therelevant Change of Control (the “Initial Longstop Date”).“Rating Agency” means any of the following: (a) Standard & Poor's Rating Services, a division of The McGraw-HillCompanies, Inc., (b) Fitch Ratings or (c) any other credit rating agency of equivalent international standing specifiedfrom time to time by the Issuer - and, in each case, their respective successors or affiliates.A “Rating Downgrade” shall be deemed to have occurred in respect of a Change of Control if within the Change ofControl Period the rating previously assigned to the Notes by any Rating Agency is (x) withdrawn or (y) changed froman investment grade rating (BBB-, or their respective equivalents for the time being, or better) to a non-investment graderating (BB+, or their respective equivalents for the time being, or worse) or (z) if the rating previously assigned to theNotes by any Rating Agency was below an investment grade rating (as described above), lowered by at least one fullrating notch (for example, from BB+ to BB or their respective equivalents), provided that a Rating Downgrade otherwisearising by virtue of a particular change in rating shall be deemed not to have occurred in respect of a particular Change ofControl if the Rating Agency making the change in rating does not publicly announce or publicly confirm that thereduction was the result, in whole or part, of any event or circumstance comprised in or arising as a result of, or in respectof, the applicable Change of Control.“Potential Change of Control Announcement” means any public announcement or public statement by the Issuer, anyactual or potential bidder or any advisor thereto relating to any potential Change of Control.A08872560 19