Base Prospectus - Groupe Casino

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GENERAL INFORMATION(1) BNP PARIBAS, Deutsche Bank AG, London Branch, ABN AMRO Bank N.V., Banco Santander, S.A. andCALYON have, pursuant to a Subscription Agreement dated 2 April 2008, jointly and severally agreed withthe Issuer, subject to the satisfaction of certain conditions, to subscribe the Notes at 99.912 per cent. of theirprincipal amount less a subscription commission of 0.25 per cent. of such principal amount. There will be anoptional commission of 0.025 per cent. of the principal amount of the Notes. The subscription commissionand the optional commission will be divided amongst the Managers in proportion of their respectiveunderwriting commitments. Such commissions shall be deducted from the subscription moneys by theManagers prior to payment to the Issuer.(2) Except as disclosed in this Prospectus, there has been no significant change, nor any developmentreasonably likely to involve an significant change, in the financial or trading position or general affairs ofthe Issuer or the Group taken as a whole since 30 June 2007 that is material in the context of the issue of theNotes.There has been no material adverse change in the prospects of the Issuer or the Group taken as a whole since31 December 2006 that is material in the context of the issue of the Notes.(3) Except as disclosed in this Prospectus, neither the Issuer nor any member of the Group is or has beeninvolved in any governmental, legal or arbitration proceedings (including any such proceedings that arepending or threatened of which the Issuer is aware) during a period covering at least the previous 12months which may have, or have had in the recent past, significant effects on the financial position orprofitability of the Group.(4) The Notes have been accepted for clearance through the Euroclear and Clearstream, Luxembourg systems.The Common Code and the International Securities Identification Number (ISIN) is set out in the EconomicTerms and Conditions.The address of Euroclear is 1 boulevard du Roi Albert II, 1210 Bruxelles, Belgium and the address ofClearstream, Luxembourg is 42 avenue John Fitzgerald Kennedy, L-1855 Luxembourg, Grand-Duchy ofLuxembourg.(5) The Notes will be inscribed in the books of Euroclear France (acting as central depositary). The address ofEuroclear France is 115 rue Réaumur, 75081 Paris Cedex 02, France.(6) For so long as the Notes issued are outstanding, the following documents will be available, during usualbusiness hours on any weekday (Saturdays and public holidays excepted), for inspection at the office of theFiscal Agent or each of the Paying Agents:(i)(ii)(iii)(iv)the statuts of the Issuer;a copy of this Prospectus;the documents incorporated by reference in this Prospectus; andall reports, letters and other documents, historical financial statements, valuations and statementsprepared by any expert at the Issuer’s request any part of which is included or referred to in thisProspectus.(7) For so long as Notes are outstanding, the following documents will be available, on the website of theLuxembourg Stock Exchange (www.bourse.lu) and on the website of the Issuer (www.groupe-casino.fr):(i)(ii)this Prospectus; andthe documents incorporated by reference in this Prospectus.A08872560 38
(8) Copies of the latest annual report and non-consolidated and consolidated accounts of the Issuer (includingany published semi-annual interim consolidated accounts) (in English and French) (in each case as soon asthey are published) may be obtained and copies of the Amended and Restated Agency Agreement dated1 August 2007 will be available for collection, at the specified offices of each of the Paying Agents duringnormal business hours, so long as any of the Notes is outstanding.(9) Ernst & Young Audit at Tour Crédit Lyonnais, 129, rue Servient, 69326 Lyon Cedex 03, France, andDidier Kling & Associés, at 41, avenue de Friedland, 75008 Paris, France (both entities regulated by theHaut Conseil du Commissariat aux Comptes and duly authorised as Commissaires aux comptes) haveaudited and rendered unqualified audit reports on the consolidated financial statements of the Issuer forthe year ended 2005.Ernst & Young Audit at Tour Crédit Lyonnais, 129, rue Servient, 69326 Lyon Cedex 03, France, andDidier Kling & Associés, at 41, avenue de Friedland, 75008 Paris, France (both entities regulated by theHaut Conseil du Commissariat aux Comptes and duly authorised as Commissaires aux comptes) haveaudited and rendered unqualified audit reports on the consolidated financial statements of the Issuer forthe year ended 31 December 2006.A08872560 39
Page 1 and 2: PROSPECTUSCasino Guichard-Perrachon
Page 3 and 4: TABLE OF CONTENTSPageDOCUMENTS INCO
Page 5 and 6: Rule Prospectus Regulation Annex IX
Page 13 and 14: RISK FACTORSThe Issuer believes tha
Page 15 and 16: PROVISIONS RELATING TO INTEREST (IF
Page 17 and 18: France, and it has not distributed
Page 19 and 20: ANNEX ICHANGE OF CONTROLThe followi
Page 21 and 22: ANNEX IIFORM OF PUT OPTION NOTICEPu
Page 23 and 24: ANNEX IIIADJUSTMENT OF INTEREST RAT
Page 25 and 26: DESCRIPTION OF THE ISSUERRECENT DEV
Page 27 and 28: Fourth Quarter 2007 Sales Up a Stro
Page 29 and 30: FRANCESales in France rose 5% in th
Page 31 and 32: INTERNATIONALInternational sales su
Page 33 and 34: Average exchange rates 12 months 20
Page 35 and 36: International Dec 31, 06 Sept 30, 0
Page 37: 2007 results(Provisional consolidat
Page 41: Listing AgentDeutsche Bank Luxembou

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