Casino Group Communication

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Completion of the transactions involving Casino's share capital provided for in Casino's accelerated safeguard plan

Suspension of trading in Casino shares on 27 March 2024

Paris, 25 March 2024

As part of the financial restructuring of Casino, Guichard-Perrachon ("Casino"), Casino announces the decision taken today by Casino’s chairman and chief executive officer using the sub-delegation granted by Casino’s board of directors to carry out the following transactions, subject to the delivery of the required depositary certificates by Casino's statutory auditors and by Casino’s account-holding institution :

• the share capital increase with waiver of the shareholders' preferential subscription rights to the benefit of the Secured Creditors (as the equivalent French term is defined in the French version of the Accelerated Safeguard Plan) or, as the case may be, their respective Affiliate(s) (as the equivalent French term is defined in the French version of the Accelerated Safeguard Plan), by issuing 9,112,583,408 new Casino ordinary shares, which amounts to 91,125,834.08 euros, to be subscribed on 27 March 2024 by offsetting its amount against the Residual Secured Claims (as the equivalent French term is defined in the Accelerated Safeguard Plan) (the "Share Capital Increase Reserved for Secured Creditors");
• the share capital increase with waiver of the shareholders' preferential subscription rights to the benefit of the Unsecured Creditors (as the equivalent French term is defined in the French version of the Accelerated Safeguard Plan) or, where applicable, their respective Affiliate(s), by issuing 706,989,066 new ordinary shares to each of which is attached a warrant giving right to subscribe to ordinary shares at an exercise price per share equal to 0.1688 euro per share, giving the right, together, to subscribe for a total number of 1,082,917,221 new Casino ordinary shares (the "Warrants #3") which amounts to a nominal value of 7,069,890.66 euros, to be subscribed on 27 March 2024 by offsetting its amount of the Unsecured Claims (as the equivalent French term is defined in the French version of the Accelerated Safeguard Plan) (the "Share Capital Increase Reserved for Unsecured Creditors");
• the share capital increase with waiver of the shareholders' preferential subscription rights to the benefit of the Perpetual Creditors (as the equivalent French term is defined in the French version of the Accelerated Safeguard Plan) or, as the case may be, their respective Affiliate(s) by issuing 146,421,410 new ordinary shares which amounts to a nominal value of 1,464,214.10 euros, to be subscribed on 27 March 2024 by offsetting its amount against the Perpetual Claims (as the equivalent French term is defined in the French version of the Accelerated Safeguard Plan) (the "Share Capital Increase Reserved for Perpetual Creditors");
• the share capital increase with waiver of the shareholders' preferential subscription rights to the benefit of France Retail Holdings (this term having the meaning attributed to the term “Consortium SPV” in the Accelerated Safeguard Plan) by issuing 21,264,367,816 new ordinary shares, of a gross amount, including share premium, of nine hundred and twenty-five million euros (€ 925,000,000), to be subscribed by France Retail Holdings on 26 March 2024 in full and in cash, at a subscription price (share premium included) of 0.0435 euro per new share issued pursuant to said capital increase (the "Share Capital Increase Reserved for the Consortium SPV");
• the share capital increase with waiver of the shareholders' preferential subscription rights to the benefit of the Secured Creditors, the Unsecured Creditors and the Perpetual Creditors who have undertaken to participate in the Backstopped Share Capital Increase (as this term is defined hereinafter) in accordance with the Lock-up Agreement (as the equivalent French term is defined in the Accelerated Safeguard Plan) and the Backstop Group (as the equivalent French term is defined in the Accelerated Safeguard Plan) or, as the case may be, their respective Affiliate(s) by issuing 5,965,292,805 new ordinary shares for a gross amount, including share premium, of 274,999,999.97 euros, at a subscription price (share premium included) of 0.0461 euro per new share issued pursuant to said capital increase, subscribed in full and in cash between 14 March 2024 and 22 March 2024 (the "Backstopped Share Capital Increase" and together with the Share Capital Increase Reserved for Secured Creditors, the Share Capital Increase Reserved for Unsecured Creditors, the Share Capital Increase Reserved for Perpetual Creditors and the Share Capital Increase Reserved for the Consortium SPV, the "Reserved Share Capital Increases");
• the issue of 2,275,702,822 warrants at an exercise price of one euro cent (€0.01) giving the right to subscribe to one (1) new Casino ordinary share per warrant, each issued and freely allocated by Casino with waiver of the shareholders’ preferential subscription rights to the benefit of the Backstop Group and the Secured Creditors who have participated in the Backstopped Share Capital Increase under the conditions set out in the Lock-up Agreement (the "Warrants Additional Shares");
• the issue of 2,111,688,559 warrants at an initial exercise price of 0.0461 euro, giving the right to subscribe to one (1) new Casino ordinary share per warrant, issued and freely allocated by Casino with waiver of the shareholders’ preferential subscription rights to the benefit of France Retail Holdings and the Backstop Group or, as the case may be, the Backstop Group’s respective Affiliate(s) (the “Warrants #1”);
• the issue of 542,299,330 warrants at an exercise price of 0.0000922 euro each, giving the right to subscribe to one (1) new Casino ordinary share per warrant, issued and freely allocated by Casino with waiver of the shareholders’ preferential subscription rights to the benefit of the Initial Backstop Group (as the equivalent French term is defined in the Accelerated Safeguard Plan) or, as the case may be, the Initial Backstop Group’s respective Affiliate(s) (the “Warrants #2” and together with the Warrants Additional Shares, the Warrants #1 and the Warrants #2, the "Warrants") and (together with the new shares issued under the Reserved Share Capital Increases, and on exercise of the Warrants, the "New Shares").

It should be noted that the Reserved Share Capital Increases and the Warrants’ issues are part of Casino's accelerated safeguard plan approved by the Paris Commercial Court on 26 February 2024 (the "Accelerated Safeguard Plan").