1 First Supplement Dated 4 September 2015 to the Euro

FIRST SUPPLEMENT DATED 4 SEPTEMBER 2015 TO THE EURO MEDIUM TERM NOTE PROGRAMME BASE PROSPECTUS DATED 1 DECEMBER 2014

OF CASINO, GUICHARD-PERRACHON CASINO FINANCE

Euro 9,000,000,000 Euro Medium Term Note Programme

Due from one month from the date of original issue

Unconditionally and irrevocably guaranteed by Casino, Guichard-Perrachon in respect of Notes issued by Casino Finance

This first supplement (the “First Supplement”) is supplemental to, and should be read in conjunction with, the Base Prospectus dated 1 December 2014 (the “Base Prospectus”) which was approved by the Commission de Surveillance du Secteur Financier (the “CSSF”) prepared in relation to the Euro 9,000,000,000 Euro Medium Term Note Programme of Casino, Guichard-Perrachon (“Casino” or, in its capacity as issuer, an “Issuer” and Casino Finance (“Casino Finance” or an “Issuer” (together with Casino, in its capacity as issuer, the “Issuers” )) (the “Programme”). On 1 December 2014, the CSSF approved the Base Prospectus as a base prospectus for the purposes of article 5.4 of Directive 2003/71/EC as amended (the “Prospectus Directive”) and article 7 of the Luxembourg Law on prospectuses for securities dated 10 July 2005, as amended (the “Luxembourg Law”).

This First Supplement constitutes a supplement to the Base Prospectus for the purposes of article 16 of the Prospectus Directive and article 13 of the Luxembourg Law in order to (i) update the section “Risk Factors” on pages 5 et seq. of the Base Prospectus, (ii) update the section “Documents Incorporated by Reference” on pages 18 et seq. of the Base Prospectus, (iii) update the section “Recent Developments” on pages 71 et seq. of the Base Prospectus and (iv) update the section “General Information” on pages 101 et seq. of the Base Prospectus.

The relevant Issuer and the Guarantor accept responsibility for the information contained in this First Supplement. The CSSF assumes no responsibility as to the economic and financial soundness of any transaction and the quality and solvency of the relevant Issuer and the Guarantor in line with the provisions of article 7(7) of the Luxembourg Law. Each of the Issuers and the Guarantor declares that, having taken all reasonable care to ensure that such is the case, the information contained in this First Supplement is, to the best of its knowledge, in accordance with the facts and does not omit anything likely to affect the import of such information.

Save as disclosed in this First Supplement, there has been no other significant new factor, material mistake or inaccuracy relating to information included in the Base Prospectus since the publication of this Base Prospectus. To the extent that there is any inconsistency between (a) any statements in this First Supplement and (b) any other statement in, or incorporated by reference into, the Base Prospectus, the statements in (a) above will prevail.

Unless the context otherwise requires, terms defined in the Base Prospectus shall have the same meaning when used in this First Supplement. The First Supplement is available on (i) the website of the Issuer (http://www.groupe-casino.fr/en/investor-relations/bonds/) and (ii) the website of the Luxembourg Stock Exchange (http://www.bourse.lu).

TABLE OF CONTENTS

Page

RISK FACTORS ...... 3 DOCUMENTS INCORPORATED BY REFERENCE ...... 12 RECENT DEVELOPMENTS OF THE ISSUER ...... 17 GENERAL INFORMATION ...... 42

RISK FACTORS

The sub-section entitled “Risk Factors relating to Casino, Guichard-Perrachon, Casino Finance and the Group” in the section entitled “Risk Factors” on page 5 et seq. of the Base Prospectus shall be replaced by the following:

1. RISK FACTORS RELATING TO CASINO, GUICHARD-PERRACHON, CASINO FINANCE AND THE GROUP

The relevant Issuer and the Guarantor, in the case of Notes issued by Casino Finance with the Guarantee of Casino, believe that the following factors may affect their ability to fulfil their obligations under the Notes issued under the Programme. All of these factors are contingencies which may or may not occur and the relevant Issuer and the Guarantor, in the case of Notes issued by Casino Finance with the Guarantee of Casino, are not in a position to express a view on the likelihood of any such contingencies occurring. The risk factors may relate to the relevant Issuer and the Guarantor, in the case of Notes issued by Casino Finance with the Guarantee of Casino, or the Group.

In addition, factors which are material for the purpose of assessing the market risks associated with Notes issued under the Programme are also described below.

The relevant Issuer and the Guarantor, in the case of Notes issued by Casino Finance with the Guarantee of Casino, believe that the factors described below represent the principal risks inherent in investing in Notes issued under the Programme, but the inability of the relevant Issuer and the Guarantor, in the case of Notes issued by Casino Finance with the Guarantee of Casino, to pay interest, principal or other amounts on or in connection with any Notes may occur for other reasons and the relevant Issuer and the Guarantor, in the case of Notes issued by Casino Finance with the Guarantee of Casino, do not represent that the statements below regarding the risks of holding any Notes are exhaustive. The risks described below are not the only risks the relevant Issuer and the Guarantor, in the case of Notes issued by Casino Finance with the Guarantee of Casino, face. Additional risks and uncertainties not currently known to the relevant Issuer and the Guarantor, in the case of Notes issued by Casino Finance with the Guarantee of Casino, or that they currently believe to be immaterial could also have a material impact on its business operations. Prospective investors should also read the detailed information set out elsewhere or incorporated by reference in this Base Prospectus and the Final Terms of the relevant Notes and reach their own views prior to making any investment decision. In particular, investors should make their own assessment as to the risks associated with the Notes prior to investing in Notes issued under the Programme. Subject to the above provisions, the Group has reviewed the main risks that could have a material impact on its operations, financial position or results. These risks are described below.

MARKET RISKS The Group has set up an organisation to centrally monitor and, if necessary, manage its financial risks: liquidity risk, foreign exchange risk and interest rate risk. This role has been assumed by the Corporate Finance department, reporting to the Group Chief Financial Officer, which has the necessary expertise and tools. The department operates as effectively and safely as possible in the various financial markets. Regular reports are sent to the Group’s executive management, who ensure that the directions taken are in line with the management strategies that it previously authorised.

Interest rate risk Detailed information on this risk is provided in Note 11.6.2 to the consolidated financial statements included in the 2014 Document de référence (as defined under the section “Documents Incorporated by Reference”

herein). The Casino Group uses various derivative financial instruments, mainly interest rate swaps, to manage its exposure to the risk of changes in interest rates. Although these instruments do not always qualify for hedge accounting, they are all selected in line with the Group's interest rate risk management policy. The Group's strategy consists of dynamically managing debt by monitoring and, where necessary, adjusting its hedge ratio based on forecast trends in interest rates in order to manage its exposure to the risk of changes in interest rates and optimise its finance costs.

An analysis of sensitivity to interest rate risk is provided in Note 11.6.2 to the consolidated financial statements included in the 2014 Document de référence.

Foreign exchange risk Information about foreign exchange risk is included in the Notes to the consolidated financial statements (see Note 11.6.2) included in the 2014 Document de référence.

Due to the geographic diversification of its business activities, the Group is exposed to currency translation risk, in other words the amounts reported in its statement of financial position and income statement, and consequently its financial ratios, are sensitive to changes in exchange rates with respect to the consolidation of the financial statements of its foreign subsidiaries outside the euro zone. In 2014, the currencies of the countries in which the Group operates fell significantly against the euro, compared with 2013. Average depreciation was -8.0% for the Brazilian real, -6.4% for the Colombian peso and -5.4% for the Thai baht. In 2014, the fluctuations in exchange rates had a negative impact of -5% on net sales and -6.9% on trading profit. Currency translation risk is not hedged.

The Group is also exposed to foreign exchange risk on transactions not denominated in euros. The Group's operational foreign exchange risk policy seeks to hedge highly probable budgeted exposures linked primarily to monetary flows involving purchases made in a currency other than its functional currency, particularly purchases in US dollars hedged by forward purchases of foreign currencies. Under this policy, substantially all budgeted purchases are hedged using instruments with the same maturities as the underlying transactions.

An analysis of the sensitivity of the net exposure to foreign exchange risk after hedging is provided in Note 11.6.2 to the consolidated financial statements included in the 2014 Document de référence.

Liquidity risk The breakdown of debt and confirmed lines of credit by maturity and currency, together with additional information on debt covenants which, if breached, would trigger early repayment, are provided in Note 11.6.4 to the consolidated financial statements included in the 2014 Document de référence.

The Group's liquidity position appears to be very satisfactory: cash, cash equivalents and undrawn confirmed bank credit lines are amply sufficient to meet upcoming repayments of short-term liabilities and seasonal changes in working capital requirements.

The Group’s liquidity policy is to ensure through constant strategic anticipation that it always has sufficient liquid assets to settle its liabilities as they fall due, in either normal or impaired market conditions.

Most of the Group’s debt is carried by Casino, Guichard-Perrachon. Financing is managed by the Corporate Finance department. The main subsidiaries (GPA, Big C Thailand, Monoprix, Éxito) also have their own sources of financing.

The Group’s loan and bond agreements include the usual covenant and default provisions, such as pari passu senior debt, limitations of negative pledges and cross default.

Casino, Guichard-Perrachon’s bank credit line agreements contain a mandatory acceleration clause in the event of a change of control of the Company.

In addition, bonds issued by Casino, Guichard-Perrachon contain an acceleration clause at the investors’ discretion should its long-term senior debt be downgraded to non-investment grade only if this downgrading is due to a change of the Company's majority shareholder.

At 31 December 2014, Casino, Guichard-Perrachon was exposed to the following covenants:

Type of covenant Type of debt subject to covenant

€1.2 billion syndicated credit line USD 1 billion syndicated credit line Consolidated net debt(1)/consolidated EBITDA(2) < 3.5 Bilateral credit lines and borrowings totalling €450 million

Bilateral funding totalling €50 million Consolidated net debt(1)/consolidated EBITDA(2) < 3.7 Alaméa loan of €300 million

(1) Net debt as defined in the loan agreements may differ from net debt recognised in the consolidated financial statements (see Note 11.4 to the consolidated financial statements included in the 2014 Document de référence). It corresponds to borrowings and financial liabilities less cash and cash equivalents, as increased or reduced by the net impact of fair value hedges of debt with a positive or negative fair value. (2) EBITDA (earnings before interest, taxes, depreciation and amortisation) corresponds to trading profit plus net depreciation and amortisation expense.

At 31 December 2014, these covenants were upheld.

Most of the Group's other loan agreements contain financial covenants, mainly for GPA and Big C Thailand.

Subsidiary Type of covenant Type of debt subject to covenant

Net debt(2) may not exceed equity(3) All bond issues and part of the bank borrowings Consolidated net debt/EBITDA < 3.25 GPA(1) Equity/total assets ≥ 0.3 BNDES borrowings totalling €75 million EBITDA/net debt ≥ 0.35

Net debt/EBITDA Bank borrowings (see Note 11.2.3 to the Big C consolidated financial statements included in the Thailand Net debt/equity 2014 Document de référence)

(1) All of GPA’s covenants are based on consolidated amounts. (2) Reduced by cash, cash equivalents and receivables. (3) Consolidated equity (attributable to owners of the parent and non-controlling interests).

The liquidity risk of the Casino Group’s bank is monitored under the liquidity policy of the CMCIC Group (50% co-shareholder with the Casino Group). The assessment of the bank's liquidity is therefore based on the CMCIC Group's standards, as well as early warning indicators and regulatory capital ratios.

Liquidity risk management primarily seeks to:

- secure refinancing through monthly projections of surplus cash and cash requirements based on comparing confirmed lines of credit and forecasts of outstanding receivables; - gradually make the bank compliant with the new Basel III liquidity requirements by extending the duration of transactions to guarantee a better match between asset and liability flows. The bank's solvency ratio, at 13.5%, significantly exceeds the current regulatory threshold as well as the minimum requirements set by its control authority. The bank will therefore have no difficulty in meeting the stricter requirements of the Basel III reform in this area.

Commodity risk Given the nature of its business activities, the Company is not exposed to any material commodity risk.

Equity risk Information on equity risk is detailed in Note 11.6.5 to the consolidated financial statements included in the 2014 Document de référence.

The Group does not hold any significant interests in listed companies other than its subsidiaries or treasury shares. The Group may use derivative instruments (e.g. total return swaps with no call option, forward contracts and call options) on shares to build a synthetic exposure to the shares of its listed subsidiaries (see Note 11.4.2 to the consolidated financial statements included in the 2014 Document de référence).

Furthermore, the Group has no exposure related to its share purchase options and its current cash management policy does not involve investments in money market instruments exposed to equity risk.

Credit and counterparty risk The Group is exposed to various aspects of counterparty risks in its operating activities, its short-term investment activities and its interest rate and foreign exchange hedging instruments. It monitors these risks regularly, using several objective indicators, and diversifies its exposure by dealing with the least risky counterparties (based mainly on their credit ratings and their reciprocal commitments with the Group).

The Group's policy for customer credit risk (commercial credit risk) is to check the financial health of all its customers applying for credit payment terms. Customer balances are regularly monitored and the Group has no material exposure to the risk of bad debt (see Note 11.6.3 to the consolidated financial statements included in the 2014 Document de référence).

Furthermore, the age of past due receivables that are not impaired can vary substantially depending on the type of customer, i.e. private companies, consumers or public authorities. Impairment policies are determined on an entity-by-entity basis according to customer type. As indicated above, the Group believes that it has no material risk in terms of credit concentration.

Credit risk on other financial assets – mainly comprising cash and cash equivalents, available-for-sale financial assets and certain derivative financial instruments – corresponds to the risk of failure by the counterparty to fulfil its obligations. The maximum risk is equal to the instruments’ carrying amount. The Group’s cash management policy consists of investing cash and cash equivalents with highly-rated counterparties and in high-quality instruments.

OPERATIONAL RISKS

Risks related to competition and the economic environment The Group's traditional and e-commerce activities are exposed to fierce competition in their markets. Competition is particularly intense on the mature French market. Internationally, where the Group has leadership positions in most of its markets, it deals with competition from international and local players seeking to strengthen their position. The Group may therefore be compelled to adopt a lower price strategy to defend its market shares and this could negatively impact its results. The competitive environment and its trends are monitored and taken into account for each country and banner, mainly through pricing grid management and promotional and customer loyalty initiatives, as well as by identifying and carrying out development or asset arbitrage transactions.

The Group's operations and financial performance may also be affected by unfavourable economic conditions. An economic downturn in one or several markets, or in all of its markets could negatively impact its financial position, results or ability to implement its strategic decisions.

Risks related to product quality, conformity and safety Guaranteeing product safety and complying with health and safety standards in stores is a major challenge that can have far-reaching consequences on the Group's reputation and financial performance and may even involve its liability.

From defining product specifications to running stores, the Group uses a comprehensive system to guarantee the marketing and sale of safe, healthy and impeccable quality products. The Group Quality department coordinates regular exchanges with the Quality departments of the various entities which are each responsible for guaranteeing the quality standards of private-label products and ensuring that all products sold are safe for consumers. These exchanges mainly involve sharing best practices and procedures (product quality and safety policy, traceability procedure, supplier audits, crisis management, products recalls, etc.) and have facilitated the implementation of a Group Quality Charter distributed to all entities in 2012.

Additional information is provided under the "CSR" chapter and in the Chairman's report (General principles of internal control/Goods management processes).

With respect to e-commerce, Group entities with marketplace activities are exposed to an image and sometimes liability risk which could have an impact on the Group's results in case their marketplace merchants sell sub-standard products.

Risks related to product marketing Various Group banners have affiliated networks and/or franchises in France and abroad. These networks represented 47% of outlets at 31 December 2014 and essentially concerned supermarket (Casino, Franprix and Monoprix), discount (Leader Price and Surtimax) and convenience (Vival and Spar) networks. As a result, the Group is mainly exposed to a payment default risk and to an image risk in case the franchises adopt practices that are not compliant with the Group's regulations, standards or values. Each of the networks has developed sustained relations with its franchises/affiliates involving regular exchanges and assistance by sales advisers. Credit risk is managed by each of the networks with permanent monitoring of outstanding payments.

Risks related to trademarks and banners The Group owns substantially all of its trademarks and is not particularly dependent on any patent or licence, except for the "Spar" trademark which is licensed to the Group for use in France. The licence was renewed in 2009 for a further ten years. In France, 895 stores are operated under this banner, including 715 franchises.

Furthermore, the Group implements a preventive protection policy for all the trademarks that it operates and distributes and considers that a potential infringement of trademark regulations would not have a material impact on its operations and/or results.

Supplier risks The Group is not dependent on any particular supply, manufacturing or commercial contract. Casino deals with more than 30,000 suppliers.

The Group may need to source from suppliers based in countries that could potentially present risks in terms of non-compliance with labour laws on manufacturing and the values listed in the Universal Declaration of Human Rights and the ILO's Declaration on Fundamental Principles and Rights at Work. By signing the United Nations Global Compact in 2009, the Group reasserted its values and took action to promote and encourage compliance with human rights throughout all of its international subsidiaries and by all of its suppliers. The Group has also developed several initiatives in France, aimed at small and medium-sized businesses (SME) and specifically appointed an expert in charge of facilitating relations between the Group and SMEs. The policies deployed by the Group are presented in the "CSR" chapter.

Logistics risks The Group's various traditional and e-commerce businesses operate with tailored logistical structures to supply the various outlets - integrated or franchised - and deliver customer orders for online activities. Changes in the Group's logistical structures or any malfunction in one or several of them could lead to a temporary or extended disruption of the Group's operations and have a negative impact on its image and financial results.

The logistical organisation is not international; it is defined at local (country) level and may vary depending on the activities.

For example in France, through its specialised subsidiary Easydis, the Group has its own logistics network which currently comprises nearly 900,000 sq.m. of warehousing on 22 sites throughout France, which allows it to manage supplies to its various banners (except for Monoprix and Franprix-Leader Price which have their own logistics networks).

The Group also uses third-party service providers (shipping carriers, the French postal service) to ship goods to outlets or deliver products ordered online to pick-up points or to customers. The failure of these providers could have a negative impact on its image and financial results.

Information systems and data protection risks The day-to-day management of the Group's activities, which particularly include buying, sourcing, distributing, online sales, billing, reporting and consolidation as well as exchanges and access to internal information, requires the smooth operation of all technical infrastructures and IT applications.

The protection and maintenance of the operational capacity of its information systems is of utmost importance to the Group. The Group runs, directly or indirectly, an extensive array of information systems (servers, networks, applications, websites, and databases) essential to the operation and proper management of its activities. Should the integrity of these systems be compromised, for example, as a result of technical failure or cyber breach, the Group's commercial transactions and assets could be seriously affected. A failure of one of these systems (hardware or software) or one of these service providers (hosting companies in particular); any disruption to the Group's critical computer services or data security failure could have a negative impact on its activities, especially the e-commerce business which is highly dependent on reliable and secure computer systems.

The Group implements comprehensive measures at each entity level to protect sensitive data and ensure business continuity.

Risks related to fraud, corruption and theft Fraud, theft, and corruption are risks that may have an impact on the Group's results and image. The various Group entities deploy internal control processes aimed at limiting the occurrence of these risks.

The Casino Group seeks to operate its businesses in accordance with ethical standards and for this purpose has defined a framework, tools and internal control systems tailored to its activities and corporate culture. Anti-corruption policies and ethical warning systems rolled out by the Group are presented in the "CSR" chapter.

The Group's anti-corruption programme is managed by the executive management of each of its entities. Through its awareness initiatives across all the Group's operating entities, the Group's Internal Control department assists them in defining their own anti-corruption action plans.

Geographic risks Some of the Group's businesses are exposed to the uncertainties linked to commercial activities in countries that could experience or which have recently experienced periods of economic or political instability, especially in Latin America and Asia. In 2014, international operations accounted for nearly 60% of consolidated net sales and more than 80% of consolidated trading profit. The occurrence of such risks could affect business operations and potentially, the Group's financial position and the value of its underlying assets and particularly goodwill (the breakdown of goodwill by business line and region is provided in Note 10.1 to the consolidated financial statements in the 2014 Document de référence and goodwill impairment losses are indicated in Note 10.5.2 to the consolidated financial statements included in the 2014 Document de référence). The Group draws up action plans and implements measures to mitigate the impacts of these risks and ensure business continuity.

Human resources risks The skills, drive, quality and dedication of the Group's employees play a significant role in the development of the Group's activities. Should the Group fail to identify, attract, retain and train skilled employees, especially in emerging countries and/or in the Group's principal markets, the development of its activities and results could be affected.

The Group therefore strives to develop a nurturing, participative professional environment and to encourage attachment to its values. As a committed employer, the Group develops various initiatives aimed at fighting all forms of discrimination and promoting diversity, fostering professional and social development, promoting gender equality and improving health and safety in the workplace. The human resources policy in this respect is presented in the "CSR" chapter and in the Chairman's report (General internal control principles/Human resources policy).

Natural disaster risks The Group may be exposed to natural disaster risks in the countries where it operates with direct or indirect impacts on its activities, assets and employees and possible consequences on the Group's financial position. The Group draws up action plans and implements measures to mitigate the impacts of these risks and ensure business continuity.

Industrial and environmental risks The Casino Group's sustainable development policy is implemented by a dedicated organisation created in 2002. The Group joined the United Nations Global Compact in 2009 to take account of the international dimension of its activities. Casino created a Group CSR department in 2010 to develop its Corporate Social Responsibility (CSR) initiative with its French and international subsidiaries in order to accelerate their implementation of CSR commitments. The Group also created a network of CSR correspondents in each of these subsidiaries in France and abroad. The network holds regular meetings.

With respect to service stations owned by the Group, their activities are subject to ongoing inspections according to very strict standards. The Group operates 279 service stations in France, 83 in Brazil and 21 in Colombia. A soil contamination prevention initiative was launched in France which consisted of surveying the underground soil and water and comprehensive monitoring of the underground environment. Service stations outside France are also monitored and inspected.

LEGAL RISKS

Non-compliance risks Due to the nature of the Group's activities and its international locations, it is required to follow numerous and varied regulations, such as laws on labour, competition, consumer protection, urban planning, business operation, stock exchange, occupational health and environment. The updated versions of these regulations may sometimes be more restrictive than the previous versions, and can accordingly impact the Group's activities and results.

Accordingly, both in France and abroad, the Group is required to follow laws and regulations governing the operation of public establishments, particularly in terms of hygiene and safety, and of environmentally- regulated facilities (service stations). The same applies to product compliance and safety.

Furthermore, the opening and expansion of stores can be subject to administrative authorisation procedures.

In the Group’s various host countries, the expansion of its activities through acquisitions may be subject to the approval of the local Competition Authority. Consequently, the Group may be compelled to sell off certain outlets. For instance, in connection with the acquisition of control of Monoprix and its approval by the Competition Authority, 58 stores in the Casino Group's network in France had to be sold. They represented a total retail area of some 21,000 sq.m. and less than 1% of the Casino Group's net sales in France. The full control of Super Inter by Éxito was authorised by the Competition Authority in Colombia subject in particular to the sale of four Super Inter stores.

Six of the Group's subsidiaries are listed on the stock exchange and are subject to different laws and regulations depending on their trading place. Such is the case in particular for Companhia Brasileira de Distribuçao (Brazil) and Cnova (Netherlands), listed in the United States, which in addition to local laws and regulations have to comply with the Sarbanes-Oxley law.

The Group's activities are also subject to specific regulations, especially in France, concerning the Casino Group's bank (Banque Casino - bank and consumer credit institution), Cdiscount (e-commerce), Sudéco (real estate agent), Floréal and Casino Carburants (service stations), L’Immobilière Groupe Casino and Green Yellow (photovoltaic energy production).

The Group has implemented the necessary legal structures and processes at the appropriate levels to ensure compliance with these regulations.

Tax and customs risks The Group is required to comply with the rules applicable in its various host countries to the business sectors of its various entities. The Group Tax department and the tax departments of the various entities are responsible for identifying, controlling and monitoring tax-related risk.

The Group is subject to periodical tax inspections in France and in the various countries where it operates. The Group recognises provisions for all accepted tax assessment adjustments, while contested adjustments are recognised on a case-by-case basis according to estimates that factor in the risk of an unfavourable outcome to any claims and appeals. Casino, Guichard-Perrachon and its main subsidiaries in France are being audited for the 2011 and 2012 financial years. These audits had no material impact on the Group's financial statements.

With respect to the tax risks linked to GPA, see Note 13.2 to the consolidated financial statements included in the 2014 Document de référence.

Claims and litigation In the normal course of its business, the Group is involved in various legal or administrative procedures and is subject to administrative inspections. Provisions are set aside to cover these proceedings when (i) the Group has a legal, contractual or constructive obligation towards a third party at year-end; (ii) it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation; and (iii) the amount of the obligation can be reliably estimated.

Information on claims and litigation is provided in Note 13 to the consolidated financial statements included in the 2014 Document de référence.

As of the 2014 Document de référence filing date, there were no other governmental, arbitration or legal proceedings, including any unsettled or threatened proceedings which are or were in the past twelve months liable to have material negative effects on the financial situation or the profitability of the Company and/or the Group.

With respect to Geimex, owner of the Leader Price trademark internationally and 50% owned by the Casino Group and 50% by the Baud family, the disputes between the two shareholders specifically concern the sale of Leader Price Polska by Casino in 2006 and the Baud family's activities in Switzerland for which commercial and criminal procedures are ongoing.

In June 2009, GPA, through one of its subsidiaries, acquired the controlling block in Globex Utilidades SA, a leading retailer of electronics and home appliances under the “Ponto Frio” banner. The former majority shareholder (Morzan Empreendimentos) initiated an arbitration proceeding with the International Chamber of Commerce on 30 May 2012 considering that GPA and its controlling shareholders, including Wilkes (GPA’s head holding company), Casino, Guichard-Perrachon and three of its other sub-holding companies, had failed to comply with the contractual terms regarding payment of the portion payable in GPA shares. The claim included a request for damages of around 160 million reals (roughly €62 million).

At this stage, the arbitration board is being initiated. In any event, neither GPA nor its controlling shareholders believe the claim is founded. In addition, aside from GPA and Wilkes, which are parties to the share sale agreement, none of the other defendants can be bound by the provisions of the agreement, which the arbitration board confirmed on 9 July 2013. Hearings on the merits were held from 9 to 12 June 2014 and a statement of claims was filed with the arbitration board on 30 September 2014. The ruling is expected at the start of the second quarter of 2015.”

DOCUMENTS INCORPORATED BY REFERENCE

The section entitled “Documents Incorporated by Reference” on page 18 et seq. of the Base Prospectus shall be replaced by the following:

This Base Prospectus should be read and construed in conjunction with the following documents all of which are incorporated by reference in the Base Prospectus and which Casino has filed with the CSSF:

(1) the French language version of the Document de Référence for the year ended 31 December 2012 which was filed with the Autorité des Marchés Financiers on 28 March 2013 under the number D.13- 0238 (the “2012 Document de Référence”) except for the third paragraph of the section “Statement by the person responsible for the Registration Document” on page 280 and for the other information incorporated by reference on page 281;

(2) the French language version of the Document de Référence of Casino for the year ended 31 December 2013 which was filed with the Autorité des Marchés Financiers on 3 April 2014 under the number D.14-0281 (the “2013 Document de Référence”) except for the third paragraph of the section “Statement by the person responsible for the Registration Document” on page 272 and for the other information incorporated by reference on page 273 (such excluded parts are not relevant for investors);

(3) the French language version of the Document de Référence of Casino for the year ended 31 December 2014 which was filed with the Autorité des Marchés Financiers on 16 April 2015 under the number D.15-0355 (the “2014 Document de Référence”) except for the third paragraph of the section “Statement by the person responsible for the Registration Document” on page 327 and for the other information incorporated by reference on page 328 (such excluded parts are not relevant for investors).

(4) the French language version of the Rapport Financier Semestriel for the period from 1 January 2014 to 30 June 2014 (the “Interim Report First Half 2014”);

(5) the French language version of the Rapport Financier Semestriel of Casino for the period from 1 January 2015 to 30 June 2015 (the “Interim Report First Half 2015”);

(6) the annual financial statements of Casino Finance (formerly Malinpo) for the year ended on 31 December 2012;

(7) the annual financial statements of Casino Finance for the year ended on 31 December 2013;

(8) the annual financial statements of Casino Finance for the year ended on 31 December 2014; and

(9) the terms and conditions of the notes contained in the base prospectus of Casino dated 25 October 2010 (the “2010 EMTN Conditions”), the terms and conditions of the notes contained in the base prospectus of Casino dated 17 November 2011 (the “2011 EMTN Conditions”), the terms and conditions of the notes contained in the base prospectus of Casino dated 30 November 2012 (the “2012 EMTN Conditions”, the terms and conditions of the notes contained in the base prospectus of Casino dated 3 December 2013 (the “2013 EMTN Conditions” and, together with the 2010 EMTN Conditions, the 2011 EMTN Conditions and the 2012 EMTN Conditions, the “EMTN Previous Conditions”);

The French language version of the 2011 Document de Référence which is incorporated by reference in the 2012 Document de Référence is not incorporated in this Base Prospectus, the French language version of the 2012 Document de Référence which is incorporated by reference in the 2013 Document de Référence is not incorporated

by reference in this Prospectus and the French language version of the 2013 Document de Référence which is incorporated by reference in the 2014 Document de Référence is not incorporated by reference in this Prospectus.

Free English language translations of the documents incorporated by reference in this Base Prospectus listed in paragraphs (1), (2), (3) and (4) are available, for information purpose only, on the Group's website.

The annual financial statements of Casino Finance are available in the French language only.

Such documents shall be deemed to be incorporated in, and form part of this Base Prospectus, save that any statement contained in a document which is deemed to be incorporated by reference herein shall be deemed to be modified or superseded for the purpose of this Base Prospectus to the extent that a statement contained herein modifies or supersedes such earlier statement (whether expressly, by implication or otherwise). Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Base Prospectus.

Casino Finance does not publish interim financial statements.

This Base Prospectus and copies of documents incorporated by reference in this Base Prospectus will be published on, and may be obtained from the websites of:

(i) the Group (except the annual financial statements of Casino Finance), at the following addresses:

http://www.groupe-casino.fr/IMG/pdf/Document_de_reference_2012.pdf, http://www.groupe-casino.fr/IMG/pdf/Document_de_reference_2013.pdf, http://www.groupe-casino.fr/fr/wp-content/uploads/sites/5/2015/04/1604_CASINO_DRF_2014_MEL.pdf, http://www.groupe-casino.fr/IMG/pdf/Rapport_financier_semestriel_2014.pdf http://www.groupe-casino.fr/fr/wp-content/uploads/sites/5/2015/07/Rapport-financier-S1-2015.pdf http://www.groupe-casino.fr/IMG/pdf/Casino_2010_Base_Prospectus.pdf, http://www.groupe-casino.fr/IMG/pdf/Casino_2011_Base_Prospectus.pdf, http://www.groupe-casino.fr/IMG/pdf/Casino_2012_Base_Prospectus.pdf, and http://www.groupe-casino.fr/IMG/pdf/Casino_2013_Base_Prospectus.pdf

(ii) the Luxembourg Stock Exchange (including the annual financial statements of Casino Finance), at the following address:

www.bourse.lu

This Base Prospectus is available during usual business hours on any weekday (Saturdays and public holidays excepted), for inspection at the office of the Fiscal Agent or each of the Paying Agents.

The information set out in the documents incorporated by reference but not included in the cross-reference list, is considered as additional information, is not required by the relevant schedules of the Commission Regulation (EC) 809/2004, as amended, and not incorporated by reference.

Cross-reference list in respect of Casino: CASINO, GUICHARD-PERRACHON

Annex IX of the European Regulation 2012 2013 2014 Interim Interim 809/2004/EC of 29 April 2004 Document de Document de Document de Report Report Référence Référence Référence First Half First Half 2014 2015 2. Statutory Auditors

2.1 Names and addresses of Casino’s N/A N/A Page 181 N/A N/A auditors for the period covered by the historical financial information 4. Information about Casino 4.1.5 Any recent events particular to N/A N/A Pages 17 to Page 3 Page 3 to 11 Casino and which are to a material 23 extent relevant to the evaluation of Casino’s solvency 6. Organisational Structure 6.1 If Casino is part of a group, a brief N/A N/A Pages 5 to 11 N/A N/A description of the group and of Casino’s position within it 7. Trend Information 7.1 Include a statement that there has N/A N/A Pages 5 to 11, N/A N/A been no material adverse change in 110 and 140 the prospects of Casino since the date of its last published audited financial statements.

In the event that Casino is unable to make such a statement, provide details of this material adverse change. 9. Administrative, Management and Supervisory Bodies 9.1 Names, business addresses and N/A N/A Pages 150 to N/A N/A functions in Casino and an indication 152; of the principal activities performed Pages 157 to by them outside Casino where these 178; are significant with respect to Casino Page 180 9.2 Administrative, Management, and N/A N/A Page 179 N/A N/A Supervisory bodies’ conflicts of interest 10. Major Shareholders 10.1 To the extent known to Casino, state N/A N/A Page 179; N/A N/A whether Casino is directly or Pages 250 indirectly owned or controlled and by and 251 whom, and describe the nature of such control, and describe the measures in place to ensure that such control is not abused

 The statement required in Item 7.1 is included in the General Information section of this Base Prospect

11. Financial Information Concerning Casino’s Assets and Liabilities, Financial Position and Profits 11.1 Historical Financial Information Pages 2; 4 Pages 2; 4 to to 14 12

Consolidated Income Statement Page 71 Page 71 Page 29 Page 15 Page 16

Consolidated Statement of Page 72 Page 72 Page 30 Page 16 Page 17 Comprehensive Income Consolidated Balance Sheet Page 73 Page 73 Page 31 Page 17 Page 18

Consolidated Statement of Cash Page 74 Page 74 Page 32 Page 18 Page 19 Flows Consolidated Statement of Changes Pages 76 and Pages 76 and Pages 34 and Page 19 Page 20 in Equity 77 77 35

Notes to the Consolidated Financial Pages 78 to Pages 78 to Pages 36 to Pages 20 to Pages 21 to Statements 154 155 144 41 38

11.3.1 Statutory Auditors’ report on the Page 70 Page70 Page 28 Pages 43 to Pages 39 to consolidated financial statements 44 41 11.5 Legal and Arbitration Proceedings N/A Pages 41 and Pages 108 Pages 10, Page 37 149 and 109; 32, 38, 41 Pages 196 and 197 12. Material Contracts N/A N/A Pages 24 and N/A N/A 25

Non-incorporated parts of the 2012 Document de Référence, the 2013 Document de Référence, the 2014 Document de Référence, the Interim Report First Half 2014 and the Interim Report First Half 2015 are not relevant for the investors.

Cross-reference list in respect of Casino Finance: CASINO FINANCE

Annex IX of the European Regulation 809/2004/EC 2012 Annual 2013 Annual 2014 Annual of 29 April 2004 financial financial financial statements of statements of statements of Casino Finance Casino Finance Casino Finance 2. Statutory Auditors 2.1 Names and addresses of Casino’s auditors for the N/A Page 1 Page I period covered by the historical financial information 11. Financial Information Concerning Casino’s Assets and Liabilities, Financial Position and Profits 11.1 Historical Financial Information Income Statement Pages 6 to 7 Pages 6 to 7 Pages 2 to 3 Balance Sheet Pages 9 to 10 Pages 9 to 10 Pages 5 to 6 Notes to the Financial Statements Page 11 to 21 Pages 11 to 25 Pages 7 to 22 11.3.1 Statutory Auditors’ report on the financial Pages 1 to 2 Pages 1 to 2 Pages I to II statements

The EMTN Previous Conditions are incorporated by reference in this Base Prospectus for the purpose only of further issues of notes to be assimilated (assimilées) and form a single series with Notes already issued with the relevant EMTN Previous Conditions.

EMTN Previous Conditions

2010 EMTN Conditions Pages 37 to 68

2011 EMTN Conditions Pages 36 to 67

2012 EMTN Conditions Pages 22 to 51

2013 EMTN Conditions Pages 27 to 60

Non-incorporated parts of the base prospectuses of Casino dated 25 October 2010, 17 November 2011, 30 November 2012 and 3 December 2013 are not relevant for the investors.

RECENT DEVELOPMENTS OF THE ISSUER

The section entitled “Recent Developments of the Issuer” on page 71 et seq. of the Base Prospectus shall be completed by the following press releases, available on the website of the Issuer (http://www.groupe- casino.fr/en/communique/all-press-releases/): The Issuer published the following press release on 15 July 2015:

Q2 2015 SALES

 Improved activity in France: Return to growth at Géant and recovery at Leader Price  Increase in food sales in Brazil  Strong growth of the E-commerce business

 In France, improved activity: growth in organic sales (+0.4%) and in same-store sales (+0.1%); customer traffic up +2.4% and volumes up +1.8% - Return to growth at Géant: same-store sales up +2.0%1 driven by increased traffic (+4.0%) and volumes (+5.0%) - Recovery at Leader Price: same-store sales by -0.9% compared with -7.1% in Q1; growth in traffic (+7.0%) and market share gain since the beginning of the year (+0.2pt over the most recent Kantar period)

 Internationally:

- In Latin America: . Food sales up by +6.1% on an organic basis: good performance by food banners in Brazil (GPA Food) (+7.3% in organic sales after +7.1% in Q1) supported by traffic growth . Via Varejo: decline in sales explained partly by the high comparison base related to the World Cup and partly by the difficult macroeconomic environment in which, Via Varejo made market share gains (+0.7pt to 26.1% year-to-date at the end of May 20152)

- In Asia, increased volumes and good traffic performance in Thailand, with continued expansion

- E-commerce: GMV increase of +25.8% at constant exchange rates3

Jean-Charles Naouri, Chairman and Chief Executive Officer of Casino group stated: “This 2015 second quarter was marked by the return to growth at Géant after almost two years of price cuts. Leader Price anchored its recovery through continued market share gains since the beginning of the year. Regarding Brazil, GPA food sales increased in a lackluster economic environment which affected durable goods sales. Cnova recorded strong growth of it sales.” In the second quarter of 2015, the Group’s consolidated sales were impacted by a negative currency effect of - 2.8% and a calendar effect of -0.7%. Excluding changes in scope of consolidation (+2.6%) and the calendar effect, organic growth was virtually unchanged compared with 2014, despite the macroeconomic environment in Brazil.

Note: Organic and same-store changes exclude petrol and calendar effects 1 Excluding mainly Codim activities (4 hypermarkets) in Corsica 2 Independent panellists and institutes 3 Data published by the subsidiary

SALES TRENDS BY SECTOR

BY SECTOR Q1 2015 / Q1 2014 change Q2 2015 / Q2 2014 change

Q1 Total Organic Same-store Q2 Total Organic Same-store in €M 2015 growth growth growth 2015 growth growth growth

France Retail 4,426 -2.1% -1.3% -1.6% 4,710 -0.4% +0.4% +0.1%

Latam Retail 3,870 +10.2% +6.1% +2.6% 3,933 +3.7% +6.1% +2.4%

Latam Electronics 1,666 -0.8% -1.3% -2.7% 1,258 -30.0% -21.8% -23.6%

Asia 1,043 +25.4% +3.7% +0.3% 1,032 +20.0% -1.6% -2.9%

E-commerce 906 +17.7% +17.3% +17.0% 824 +9.0% +15.7% +15.7%

TOTAL GROUP 11,911 +5.3% +2.7% +1.2% 11,757 -1.5% -0.4% -2.2%

. France Retail

Q1 2015 / Q1 2014 change Q2 2015 / Q2 2014 change

Organic Organic Same-store growth Same-store growth growth growth BY BANNER Sales Sales Customers Volumes Sales Sales Customers Volumes

Hypermarkets1 -1.5% -1.5% -0.4% +2.4% +1.7% +1.7% +3.9% +4.7%

o/w Géant Casino -1.5% -1.5% -0.5% +2.6% +2.0% +2.0% +4.0% +5.0%

SM Casino -3.7% -1.4% -1.5% -0.2% -3.7% -2.3% -0.6% -0.8%

Monoprix +0.9% +0.3% -0.5% +0.9% +2.3% +0.7% +0.4% +0.8%

FP-LP -2.4% -5.6% -3.3% -3.6% -0.6% -1.8% +2.2% -0.6%

o/w Franprix -6.6% -3.2% -4.3% -5.5% -7.0% -3.0% -1.6% -4.2%

o/w Leader Price +0.8% -7.1% -1.9% -2.6% +4.2% -0.9% +7.0% +1.3%

Convenience & Other2 -0.3% +1.3% +5.2% +6.5% +1.6% +2.4% +7.5% +9.9%

o/w Convenience +0.4% +5.4% +9.1% +15.3% +4.2% +7.5% +13.0% +25.1%

FRANCE RETAIL -1.3% -1.6% -0.5% +0.3% +0.4% +0.1% +2.4% +1.8%

In France, activity improved in Q2 2015 with growth of organic and same-stores sales of +0.4% and +0.1% respectively.

1 Including Géant Casino and mainly activities of 4 Codim stores in Corsica 2 Others: mostly Vindémia and Cafeterias

The two banners in which prices were cut significantly, Géant and Leader Price, confirmed their commercial recovery.

 At Géant, a store renovation programme was initiated in Q2 2015. This included the introduction of new concepts and innovative business operations (“Round Prices”, “What's New” etc.) and the strengthening of synergies with other Group companies (Cdiscount, Éxito apparel, etc.).

 The gain in new customers and increased purchasing frequency allowed Leader Price to gain in market share: +0.1pt year-to-date at 14 June 2015, +0.2pt of which was over the last Kantar period. The banner, which strengthened the attractiveness of its stores through numerous sales initiatives during the quarter, continued to increase its network in the territory with 1,225 stores at the end of June 2015 (including affiliates and Leader Price Express stores).

 Monoprix posted good sales with increased volumes and traffic growth in Q2 2015. Expansion continued, with 11 store openings. The Naturalia banner opened stores at a highly satisfactory rate and unveiled its 100th store in May 2015.

 Total sales at Franprix continued to be impacted by store disposals at the request of the French Competition Authority. Same-store sales improved as a result of the banner’s recovery in traffic. This trend is expected to continue over the coming quarters with the deployment of the new Mandarine (“Tangerine”) concept.  Traffic improved in Casino supermarkets. Sales still included a residual effect from price cuts.  Convenience stores continued to improve their performance in Q2 2015 with same-store growth (+7.5%). The quarter was marked by a steady rate of openings, demonstrating the attractiveness of the banners. The shops continued to benefit from network renewal measures and new concepts.

. Latin America Food sales in Latin America remained at a good level (+6.1% organic growth and +2.4% same-store growth, after +6.1% and +2.6% respectively in Q1), driven by all subsidiaries.

 In Brazil, GPA food sales performed well in Q2 2015, with sustained growth in organic sales (+7.3%) and increased traffic and volumes (+4.8% and +6.9% respectively) despite a high base and the challenging macroeconomic environment. The store-remodelling programme initiated in Q2 provided encouraging results that are expected to continue in the next quarters. Q1 2015 / Q1 2014 change Q2 2015 / Q2 2014 change

Same-store Organic growth Organic growth Same-store growth growth GPA Food (Multivarejo and Assai) Sales Clients Volumes Sales Sales Clients Volumes Sales Clients Volumes +7.1% +0.2% +1.6% +2.8% +7.3% +4.8% +6.9% +2.4% +0.4% +0.0%

 Éxito sales continued to be satisfactory, with same-store growth of +0.2% and organic growth of +1.2%, supported by an increase in traffic of +0.7% and in volumes of +0.1% on an organic basis. The total growth of the Latam Retail sector was impacted by a negative currency effect of -8.2%. GPA published its Q2 2015 sales on 13 July 2015. Éxito will publish its Q2 2015 earnings on 29 July 2015.

. Latam Electronics

In Brazil, the sharp decline in Via Varejo sales is explained partly by the base effect related to the World Cup and partly by an environment affected by the strong recession in the durable goods sector. Total sales were impacted by the store closures requested by the Brazilian Competition Authority (CADE) and the negative foreign exchange effect. In this challenging environment, Via Varejo continued to gain market share from its competitors (+0.7pt to 26.1% year-to-date at the end of May 20151). The base effect related to the World Cup is ending in July 2015. Note that the Group's economic interest in Via Varejo amounts to 18%.

Via Varejo published its Q2 2015 sales on 13 July 2015.

. Asia

Q1 2015 / Q1 2014 change Q2 2015 / Q2 2014 change

Organic growth Same-store growth Organic growth Same-store growth

Big C Thailand Sales Sales Sales Clients Volumes Sales Clients Volumes +2.2% -0.2% -1.6% +3.6% +3.7% -2.4% -0.3% +1.1%

In Thailand, Big C volumes grew and customer traffic was sustained. The banner continued to increase its operational efficiency gains and to roll out its store network. Big C Vietnam continued its expansion. Big C Thailand published its Q2 2015 sales on 13 July 2015.

. E-commerce In Q2 2015, Cnova recorded strong growth of its activity. GMV totalled €1,154 million, up +25.8% at constant exchange rates(1). The increase in marketplaces remained high for both geographic regions, France and Brazil. Traffic increased by +38.9% with 396 million visits during the quarter.

Cnova published its Q2 2015 sales on 10 July 2015.

Growth

E-COMMERCE (CNOVA) Q2 2014 Q2 2015 Total growth at constant exchange rates

GMV including tax2 968 1,154 +19.2% +25.8%

Traffic (visits in millions) 285 396 +38.9%

Active customers3 (in millions) 12.3 15.0 +22.8%

1 Independent panelists and institutes 2 GMV: Gross Merchandise Volume, data published by the subsidiary 3 Active customers at the end of June having purchased at least once through our sites over the last 12 months

Orders1 (in millions) 6.9 8.8 +27.3%

Units sold (in millions) 11.6 14.7 +26.3%

***

1 Total orders placed before cancellation due to fraud or customers not paying for their order

APPENDICES

Details and sales trends in Q2 2015

Organic growth is growth at constant scope of consolidation and exchange rates, excluding petrol and calendar effect, unless otherwise mentioned.

Main changes in the scope of consolidation

. Full consolidation of Super Inter from 16 October 2014

. Full consolidation of Disco at 1st January 2015

Evolution of sales by banner in France

BY BANNER Q1 2015 / Q1 2014 change Q2 2015 / Q2 2014 change

in €m Q1 2015 Total growth Q2 2015 Total growth

Hypermarkets(1) 1,053 -3.8% 1,156 +0.0%

o/w Géant Casino 995 -3.9% 1,088 +0.1%

SM Casino 741 -5.7% 801 -4.5%

Monoprix 1,016 +0.6% 1,031 +2.1%

FP-LP 1,013 -1.8% 1,087 -1.3%

o/w Franprix 418 -6.3% 424 -7.1%

o/w Leader Price 595 +1.6% 663 +2.8%

Convenience & Other(2) 602 +0.8% 635 +2.2%

o/w Convenience 325 +2.1% 352 +5.4%

FRANCE RETAIL 4,426 -2.1% 4,710 -0.4%

Exchange rates

AVERAGE EXCHANGE RATES Q2 2014 Q2 2015 Currency effect

Argentina (EUR/ARS) 11.0456 9.8982 +11.6%

Uruguay (EUR/UYP) 31.4623 29.3754 +7.1%

Thailand (EUR/THB) 44.5102 36.8000 +21.0%

Vietnam (EUR/VND) (x 1,000) 28.8788 23.8682 +21.0%

Colombia (EUR/COP) (x 1,000) 2.6224 2.7623 -5.1%

Brazil (EUR/BRL) 3.0583 3.3981 -10.0%

(1) Including Géant Casino and mainly activities of 4 Codim stores in Corsica

(2) Others: mostly Vindémia and Cafeterias

Period-end store network

FRANCE 31 Dec. 2014 31 Mar. 2015 30 June 2015

Géant Casino Hypermarkets 127 127 127

of which French Affiliates 7 7 7

International Affiliates 10 10 10

Casino Supermarkets 444 443 437

of which French Franchised Affiliates 63 65 60

International Franchised Affiliates 32 33 33

Monoprix 632 639 647

of which Franchises/Affiliates 186 188 191

Naturalia 90 93 99

Naturalia franchises 2 3 3

Franprix 860 856 864

of which Franchises 323 320 326

Leader Price(1) 801 832 835

of which Franchises 207 208 187

Total Supermarkets and Discount 2,737 2,770 2,783

Convenience 6,825 6,884 6,949

Other businesses (Cafeterias, Drive, etc.) 598 605 611

Indian Ocean(2) 129 129 137

TOTAL France 10,416 10,515 10,607

INTERNATIONAL 31 Dec. 2014 31 Mar. 2015 30 June 2015

ARGENTINA 27 27 27

Libertad Hypermarkets 15 15 15

Other 12 12 12

URUGUAY 54 54 56

Géant Hypermarkets 2 2 2

Disco Supermarkets 28 28 28

Devoto Supermarkets 24 24 24

Devoto Superettes 0 0 2

BRAZIL 2,143 2,159 2,182

Extra Hypermarkets 137 137 137

Pao de Açucar Supermarkets 181 181 180

Extra Supermarkets 207 206 204

Assai discount stores 84 87 87

Mini Mercado Extra 256 270 288

Casas Bahia 663 666 683

Ponto Frio 374 371 364

Drugstores 158 158 157

+ Service stations 83 83 82

COLOMBIA 1,258 1,397 1,582

Exito Hypermarkets 82 81 81

Exito and Carulla Supermarkets 153 153 153

Super Inter 46 52 57

Surtimax (discount) 874 1,007 1,187

of which “Aliados” 721 858 1,038

Exito Express and Carulla Express 102 103 103

Other 1 1 1

THAILAND 636 643 665

Big C Hypermarkets 123 123 124

Big C Supermarkets 37 37 40

Mini Big C Superettes 324 328 342

Pure 152 155 159

VIETNAM 40 40 41

Big C Hypermarkets 30 30 31

Convenience 10 10 10

TOTAL International 4,158 4,320 4,553

(1) 1,225 stores at the end of June 2015, including affiliates and Leader Price Express stores

(2) Before 30 September 2014, this line was included in the International total

ANALYST AND INVESTOR CONTACTS

Régine GaggioliI – Tel: +33 (0)1 53 65 64 17

[email protected]

+33 (0)1 53 65 64 18

[email protected]

GROUP EXTERNAL COMMUNICATIONS DEPARTMENT

Aziza Bouster Tel: +33 (0)1 53 65 24 78

Mob: +33 (0)6 08 54 28 75

[email protected]

Disclaimer

This press release was prepared solely for information purposes and should not be construed as a solicitation or an offer to buy or sell securities or related financial instruments. Similarly, it does not give and should not be treated as giving investment advice. It has no connection with the investment objectives, financial situation or specific needs of any recipient. No representation or warranty, either express or implicit, is provided in relation to the accuracy, completeness or reliability of the information contained herein. It should not be regarded by recipients as a substitute for exercise of their own judgement. All opinions expressed herein are subject to change without notice.

The Issuer published the following press releases on 30 July 2015:

H1 2015 RESULTS

. Group consolidated sales of €23.7bn, up +1.8%  In France: - Return to organic growth in Q2 2015 (+0.4%) - The two banners which significantly repositioned their prices, Géant and Leader Price, confirmed their recovery

 Internationally: - Strong performance in the food retail business, particularly in Latin America - Against a backdrop of macroeconomic slowdown and base effect, Via Varejo reported lower sales, but continued to gain market shares

 E-commerce: Cnova’s gross merchandise volume (GMV) continued to grow (+26.8% at constant exchange rates in H1 2015) driven by the development of marketplaces

. Group trading profit of €521m, down compared with H1 2014  In France, significant residual impact of previous price cuts on the sales margins of Géant and Leader Price; this impact will wane in H2 2015

 Internationally, macroeconomic slowdown and base effect in Brazil affecting the margins of GPA Food and Via Varejo in Q2 2015

 E-commerce: impact of the investments made in Q1 2015 to drive growth (infrastructure, logistics, etc.)

. Increasing Net profit Group share of €75m and lower Underlying net profit Group share of €63m ifric²1 CONTINUING OPERATIONS (in €m) H1 2014 adjusted H1 2015

Net sales 23,248 23,668

EBITDA 1,289 994

EBITDA margin 5.5% 4.2%

Trading profit 817 521

Trading margin 3.5% 2.2%

Trading profit and share of profit (loss) of 847 558 equity-accounted entities

Reported net profit, Group share 35 75

Underlying net profit, Group share 136 63

Cash flow 824 613

Net financial debt 7,836 8,512

Note: The financial statements of H1 2014 were adjusted to reflect the impact of IFRIC 21

Organic and same-store changes exclude petrol and calendar effects

CER: Constant exchange rates

Group total sales of €11.8bn and return to organic growth in France in Q2 2015 In the 2nd quarter of 2015, the Group’s consolidated sales reached €11.8bn, virtually unchanged on an organic basis compared with Q2 2014 in spite of the macroeconomic context in Brazil. In France, the quarter was marked by a return to growth (+0.4% in organic sales and +0.1% in same-store sales) driven by the growth of Géant and the recovery of Leader Price. Géant reported a +2.0% increase in same-store sales, boosted by increased traffic (+4.0%) and volumes (+5.0%). Leader Price reported a sequential improvement in same-store sales at -0.9% for the quarter with an increase in traffic (+7.0%) and volumes (+1.3%). Food sales in Latin America were maintained at a good level (+6.1% in organic sales and 2.4% in same-store sales) driven by all subsidiaries. GPA Food posted robust performance with sustained organic growth that was better than in Q1 2015 (+7.3%) and increased traffic and volumes (+4.8% and +6.9% respectively) despite a high base effect (ending in July) and the macroeconomic environment. Exito continued to post satisfactory sales, with an increase in traffic in Colombia and good performance in Uruguay. In Brazil, the decline in Via Varejo sales can be explained partly by the base effect from the World Cup and partly by the decrease in consumption in the durable goods sector. The banner still continued to gain market shares in spite of the lacklustre context. The E-commerce business (Cnova) also reported a strong rise in gross merchandise volume (GMV) in Q2 2015, up +25.8% at CER1. Traffic was up +38.9% with 396 million visits during the 2nd quarter. Marketplace growth remained high for both geographic regions, France and Brazil.

Earnings affected by price cuts effects in France and the slowdown in Brazil In H1 2015, the Group’s EBITDA amounted to €994m and trading profit totalled €521m. In France, EBITDA and trading profit declined compared with H1 2014. The price cuts in 2013 and 2014, mainly at Géant and Leader Price, continued to have a significant impact on the commercial margins of these banners. This impact should wane in H2 2015. The other banners achieved a performance level similar to that of the previous year. Trading profit for Latam Retail dropped -7.8% at CER. In Brazil, the rapid inflation of costs (energy, wages) weighed on the margin of the 1st half-year. Operational efficiency plans were launched to offset this impact on the second half of the year. The other Latin American subsidiaries (Colombia, Uruguay and Argentina) maintained satisfactory margins. Trading profit for Latam Electronics decreased by -27.0% at CER, impacted by the strong contraction in activity from the 2nd quarter. Via Varejo implemented significant action plans to improve its store network and favour the most buoyant categories, in addition to cutting down its in-store and structural costs. Asia reported a +6.4% growth in trading profit at CER. In Thailand, the semester was marked by a good operational control and solid performance of shopping malls. In Vietnam, Big C continued its profitable growth.

1 Data published by the subsidiary

Excluding new countries, E-commerce commercial margins grew between Q1 and Q2 2015. EBITDA and trading profit improved sequentially during the half-year. Operating costs (logistics, marketing, IT, etc.) were up compared with H1 2014 due to development investments made by Cnova.

Changes in net profit, underlying net profit Group share and net financial debt Underlying financial result for the period totalled -€223m, an improvement on the previous year (-€296m), with, in particular, tight control over financial costs in France as a result of refinancing operations and lower rates. In Brazil (GPA and Via Varejo), the very strong increase in local rates was offset through an optimised management of trade receivables discounting and foreign exchange effect. Cnova managed to decrease its financial expenses by maintaining a stronger balance sheet. Underlying net profit Group share amounted to €63m, declining mainly due to the previous price cuts in France and the slowdown in Brazil. Reported net profit Group share reached €75m, up compared with H1 2014 (€35m). Net financial debt at 30 June 2015 stood at €8,512m. The increase in debt year on year can be explained as follows: €264m from translation differences (linked to the depreciation of the Brazilian real, the Columbian peso and the appreciation of the Thai baht) from cash assets in Brazil and Columbia and liabilities in Thailand, €205m from acquisitions made by Exito (mainly Super Inter) and €247m from changes in Via Varejo’s working capital. Due to seasonality of Cash-flow, net financial debt at the end of 2015 should be below that of end 2014. Free cash-flow year on year totalled €354m.

Perspectives In the second half, the Group will continue to roll out its strategic priorities: - In France, return to growth and profitability improvement - In Brazil, reinforcement of operational and cost-cutting action plans - Maintain the good performances at Exito and Big C - Continue strong growth at Cnova

***

NET SALES BY SEGMENT

NET SALES (in €m) H1 2014 H1 2015 France Retail 9,248 9,136

Latam Retail 7,305 7,803

Latam Electronics 3,477 2,924

Asia 1,692 2,076

E-commerce 1,526 1,730

Total Group 23,248 23,668

CURRENT OPERATING INCOME BY SEGMENT

TRADING PROFIT (in €m) H1 2014 adjusted H1 2015 France Retail(1) 106 (53)

Latam Retail 337 299

Latam Electronics 276 191

Asia 107 138

E-commerce (10) (55)

Total Group 817 521

(1) Including holding company

H1 2015 Results

H1 2014 restated(1) H1 2015 CONTINUING OPERATIONS (in €m) Net sales 23,248 23,668

EBITDA 1,289 994

Trading profit 817 521

Trading profit and share of profit (loss) of 847 558 equity-accounted entities

Other operating income and expense (174) 74

Operating profit 643 595

Net finance costs (311) (255)

Other financial income and expense 32 (148)

Income tax expense (127) 27

Share of profits of associates 30 37

Net profit from continuing operations, Group 35 75 share

Net profit from discontinued operations, (0) 4 Group share

Net profit, Group share 35 79

Net underlying profit, Group share 136 63

(1) The financial statements previously published were restated after the retrospective application of the IFRIC 21 interpretation.

UNDERLYING NET PROFIT

H1 2014 H1 2014 H1 2015 restated Adjustments H1 2015 Adjustments underlying underlying of IFRIC (in €m) 21 impact

Trading profit 817 0 817 521 0 521

Other operating income (174) 174 0 74 (74) 0 and expense

Operating profit (loss) 643 174 817 595 (74) 521

Net finance costs (311) 0 (311) (255) 0 (255)

Other financial income 32 (17) 15 (148) 179 31 and expenses(1)

Income tax expense(2) (127) (30) (157) 27 (110) (83)

Share of profit (loss) 30 0 30 37 0 37 of equity-accounted entities

Profit (loss) from continuing 266 128 394 257 (5) 252 operations

Attributable to minority 231 27 258 182 7 189 interests(3)

Attributable to Group share 35 100 136 75 (12) 63

(1) Adjustments to other financial income and expense include mainly the effects of discounting deferred tax liabilities in Brazil and fair value adjustments from Total Return Swaps related to shares in GPA and Big C, and GPA forwards and calls (2) The following are deducted from income tax expense: tax items corresponding to the items deducted above, as well as non-recurring income tax expense/benefit (3) Minority interests are stated before the above adjustments

Underlying profit corresponds to profit from continuing operations, adjusted for the impact of other operating income and expenses (as defined in the “Significant Accounting Policies” section of the notes to the annual consolidated financial statements), non-recurring financial items, and non-recurring income tax expense/benefits.

Non-recurring financial items include fair value adjustments to certain financial instruments at fair value through profit or loss whose market value may be highly volatile. For example, fair value adjustments to financial instruments that do not qualify for hedge accounting and embedded derivatives indexed to the Group’s listed shares’ prices are excluded from underlying profit or loss.

Non-recurring income tax expense/benefits correspond to tax effects related directly to the above adjustments and to direct non-recurring tax effects. In other words, the tax on underlying profit before tax is calculated at the standard average tax rate paid by the Group.

SIMPLIFIED H1 2015 BALANCE SHEET

(in €m) H1 2014 restated(1) H1 2015 Total non-current assets 29,324 29,213

Total current assets 12,293 13,025

Total assets 41,617 42,239

Total equity 15,812 14,813

Non-current financial liabilities 8,051 8,921

Other non-current liabilities 3,225 3,174

Current liabilities 14,530 15,330

Total equity and liabilities 41,617 42,239

(1) The financial statements previously published were restated after the retrospective application of IFRIC 21.

ANALYST AND INVESTOR CONTACTS Régine Gaggioli – Tel: +33 (0)1 53 65 64 17

[email protected] or +33 (0)1 53 65 64 18 [email protected]

GROUP EXTERNAL COMMUNICATIONS DEPARTMENT

Aziza Bouster Tel: +33 (0)1 53 65 24 78 Mob: +33 (0)6 08 54 28 75 [email protected]

Disclaimer

The Issuer published the following press release on 30 July 2015: New organization for the Group’s operations in Latin America in order to enhance future growth

 Strengthened organization, focused on growth drivers,  Implementation of significant synergies leveraging the respective strengths of the different entities,  Acquisition by Éxito of 50% of GPA voting shares owned by Casino group and 100% of Libertad in Argentina for a total amount of € 1.7 billion,  Rebalancing of the Group’s debt structure

Casino Group is changing its organization by regrouping all its operations in Latin America. This new organization will be set up around its Colombian subsidiary Éxito and will enhance the Group’s future growth prospects in Latin America.

Casino Group has entered into a share purchase agreement with Éxito for the disposal to the latter of the following:

 a 50% stake in the French company holding the ordinary voting shares of its Brazilian subsidiary GPA, representing around 18.8% of the total capital,  a 100% stake in Libertad (subsidiary of the Group in Argentina). Following this transaction, Éxito will fully consolidate all the Latin American activities of the Casino Group (Brazil, Colombia, Argentina and Uruguay). This entity will cover markets representing 280 million inhabitants and will be a leading retail Group in the region positioned to follow the evolution of the customers’ needs and seize regional consolidation opportunities. This new organization will be composed of a unique combination of countries and formats:

 leadership positions of the companies in their main markets: #1 in Brazil, #1 in Colombia and #1 in Uruguay,

 combined 2014 sales of c. € 26.5 billion and EBITDA of € 2.0 billion,

 comprehensive coverage of all customer segments, with specific banners and an expertise in a mix of formats (hypermarkets, supermarkets, convenience, cash & carry, discount and specialised distribution…),

 best-in-class multi-channel network which would enhance e-commerce development thanks to a network of over 2,500 stores.

Casino Group, which owns 54.8% of Éxito, will remain its controlling shareholder and will keep fully consolidating its subsidiaries Éxito and GPA. Depending on market conditions, the Casino Group reserves the possibility to acquire shares of its Latin American subsidiaries in the market over the next months.

Casino and Éxito agreed on shareholders’ agreements in order to organize the control of GPA. The composition of the Board of Directors of GPA will reflect the new ownership structure with the appointment of directors by Éxito. There will be no change in the management structure of GPA as a result of this transaction.

This new organization will create value for all the subsidiaries thanks to the implementation of synergies and best practices with a run-rate impact of €145 million, representing around 0.5% of the combined sales.

55% of the synergies will directly benefit Brazilian operations while 45% will directly benefit Colombian, Argentinean and Uruguayan operations, and these synergies will be implemented by a dedicated committee composed of key executives of Éxito, GPA and Casino Group.

The total transaction value amounts to € 1.7bn, based on a price per GPA share of R$100, implying a premium of 20.6% over the last 3-month average of GPA share price of its preferred shares, and a multiple of 2014 sales of 0.55x for Libertad.

Éxito will finance the transaction by using part of its existing available cash and new credit facilities.

This transaction will lead to rebalancing Casino Group’s debt structure, in a consistent way with the strong cash-flow generation of the Latin American subsidiaries:

 sustainable and optimized balance sheet for Éxito (consolidated net debt close to nil post transaction),

 significant deleveraging at Casino group parent company level (€1.7bn).

The impact on Casino Group’s net income is expected to be neutral when factoring run-rate synergies. The related accretion on Éxito’s net income is expected to be over 5% before synergies and around 30% when factoring run-rate synergies.

The transaction is supported by the Boards of Directors of Casino Group, Éxito and GPA.

The transaction is expected to be completed by end of August 2015. The transaction is subject to the approval of Éxito’s shareholders at a general shareholders meeting which is convened for August 18, 2015.

- Éxito will comment the transaction during the presentation of its half year results at 4pm (CEST / Paris) Dial-in details: + 70 66 34 65 60 – pin code 83373602

- Casino Group will comment the transaction at 5pm (CEST / Paris) Dial-in details: +33 1 72 00 09 86 – no pin code

ANALYST AND INVESTOR CONTACTS

Régine GAGGIOLI – Tél: +33 (0)1 53 65 64 17

[email protected]

+33 (0)1 53 65 64 18

[email protected]

GROUP EXTERNAL COMMUNICATIONS DEPARTMENT

Aziza BOUSTER

Tél: +33 (0)1 53 65 24 78

Mob: +33 (0)6 08 54 28 75

[email protected]

Disclaimer

This document contains certain forward-looking statements. This information is not historical data and should not be interpreted as guarantees of the future occurrence of such facts and data. These statements are based on data, assumptions and estimates that the Group believes are reasonable. The Group operates in a competitive and rapidly changing environment. It is therefore not in a position to predict all of the risks, uncertainties or other factors that may affect its business, their potential impact on its business, or the extent to which the occurrence of a risk or a combination of risks could have results that are significantly different from those included in any forward-looking statement. The forward-looking statements contained in this press release are made only as of the date hereof. Except as required by any applicable law, rules or regulations, the Group expressly disclaims any obligation or undertaking to publicly release any updates of any forward‐ looking statements contained in this press release to reflect any change in its expectations or any change in events, conditions or circumstances on which any forward-looking statement contained in this press release is based.

The Issuer published the following press release on 19 August 2015:

Approval by the Shareholders’ meeting of Éxito of the project of acquisition of 50% of GPA (Brazil) voting shares and 100% of Libertad (Argentina)

Éxito obtained on 18 August 2015, the approval from its Shareholders’ general meeting regarding the acquisition from Casino group of 50% the ordinary voting shares of its subsidiary GPA in Brazil (representing around 18.8% of the total capital of the company), and a 100% stake in Libertad (subsidiary of the Group in Argentina). The transaction was announced on 30 July 2015.

ANALYST AND INVESTOR CONTACTS Régine GAGGIOLI – Tél: +33 (0)1 53 65 64 17 [email protected] or +33 (0)1 53 65 64 18 [email protected]

GROUP EXTERNAL COMMUNICATIONS DEPARTMENT Aziza BOUSTER Tél: +33 (0)1 53 65 24 78 Mob: +33 (0)6 08 54 28 75 [email protected]

Disclaimer

This document contains certain forward-looking statements. This information is not historical data and should not be interpreted as guarantees of the future occurrence of such facts and data. These statements are based on data, assumptions and estimates that the Group believes are reasonable. The Group operates in a competitive and rapidly changing environment. It is therefore not in a position to predict all of the risks, uncertainties or other factors that may affect its business, their potential impact on its business, or the extent to which the occurrence of a risk or a combination of risks could have results that are significantly different from those included in any forward-looking statement. The forward-looking statements contained in this press release are made only as of the date hereof. Except as required by any applicable law, rules or regulations, the Group expressly disclaims any obligation or undertaking to publicly release any updates of any forward‐looking statements contained in this press release to reflect any change in its expectations or any change in events, conditions or circumstances on which any forward-looking statement contained in this press release is based.

The Issuer published the following press release on 20 August 2015:

Closing of the acquisition by Éxito of 50% of GPA (Brazil) voting shares and 100% of Libertad in Argentina

As a result of the new organization of the Casino group in Latin America, Éxito closed today the acquisition from Casino group of 50% the ordinary voting shares of its subsidiary GPA in Brazil, representing around 18.8% of the total capital of the company, and a 100% stake in Libertad (subsidiary of the Group in Argentina). The transaction was approved by the Shareholders’ general meeting and the Board of Directors of Éxito.

Casino and Éxito agreed on shareholders’ agreements in order to organize the control of GPA. A summary of the contracts related to the transaction is available on the following link: http://www.groupe-casino.fr/en/press-releases/shareholders-agreements-for-segisor-wilkes- andgrupo-pao-de-acucar/

With the wealth of its brands and positions in Latin America, this new organization of the activities around Éxito, enables the Group to follow its strategy of growth and profitability at a rapid pace, strengthening its commercial presence in the region.

ANALYST AND INVESTOR CONTACTS Régine GAGGIOLI – Tél: +33 (0)1 53 65 64 17 [email protected] or +33 (0)1 53 65 64 18 [email protected]

GROUP EXTERNAL COMMUNICATIONS DEPARTMENT Aziza BOUSTER Tél: +33 (0)1 53 65 24 78 Mob: +33 (0)6 08 54 28 75 [email protected]

Disclaimer

This document contains certain forward-looking statements. This information is not historical data and should not be interpreted as guarantees of the future occurrence of such facts and data. These statements are based on data, assumptions and estimates that the Group believes are reasonable. The Group operates in a competitive and rapidly changing environment. It is therefore not in a position to predict all of the risks, uncertainties or other factors that may affect its business, their potential impact on its business, or the extent to which the occurrence of a risk or a combination of risks could have results that are significantly different from those included in any forward-looking statement. The forward-looking statements contained in this press release are made only as of the date hereof. Except as required by any applicable law, rules or regulations, the Group expressly disclaims any obligation or undertaking to publicly release any updates of any forward‐looking statements contained in this press release to reflect any change in its expectations or any change in events, conditions or circumstances on which any forward-looking statement contained in this press release is based.

GENERAL INFORMATION

Paragraphs (3), (4), (8), (14) and (15) of the section entitled “General Information” on page 101 et seq. of the Base Prospectus shall be replaced by the following:

“(3) Except as disclosed in the section “Recent Developments” of this Base Prospectus, there has been no significant change, nor any development reasonably likely to involve a significant change, in the financial or trading position or general affairs of Casino or of the Group taken as a whole since 30 June 2015, nor of Casino Finance since 31 December 2014.

Except as disclosed in Item 7.1 of the cross-reference list in the section “Documents Incorporated by Reference” of this Base Prospectus, there has been no material adverse change in the prospects of Casino or of the Group taken as a whole since 31 December 2014, nor of Casino Finance since 31 December 2014.

(4) Information on litigations is provided in pages 108, 109, 196 and 197 of the 2014 Document de Référence, in page 37 of the Interim Report First Half 2015 and in the section “Recent Developments” of this Base Prospectus. Except as disclosed in such documents, neither Casino nor Casino Finance nor any member of the Group is or has been involved in any other governmental, legal or arbitration proceedings including any such proceedings that are pending or threatened of which the Issuers are aware during a period covering at least the previous 12 months which may have, or have had in the recent past, significant effects on the financial position or profitability of the Group.

(8) For so long as Notes issued under the Programme are outstanding, the following documents will be available during usual business hours on any weekday (Saturdays and public holidays excepted), for inspection at the office of the Fiscal Agent or each of the Paying Agents:

(i) the statuts of Casino and Casino Finance,

(ii) the published documents de référence, the audited non-consolidated and consolidated accounts of Casino for the two financial years ended 31 December 2013 and 2014 and the audited accounts of Casino Finance for the two financial years ended 31 December 2013 and 2014,

(iii) the Final Terms for Notes that are listed on the official list of the Luxembourg Stock Exchange or any other EEA Regulated Market,

(iv) a copy of this Base Prospectus together with any Supplement to this Base Prospectus or further Base Prospectus, and

(v) all reports, letters and other documents, historical financial statements, valuations and statements prepared by any expert at the relevant Issuer’s request any part of which is included or referred to in this Base Prospectus.

(14) Ernst & Young Audit at Tour Oxygene, 10-12, boulevard Vivier Merle, 69393 Lyon Cedex 03, France, and Deloitte & Associés, 185, avenue Charles de Gaulle, 92200 Neuilly Sur Seine, France (both entities regulated by the Haut Conseil du Commissariat aux Comptes and duly authorised as Commissaires aux comptes and belonging to the Compagnie Nationale des Commissaires aux Comptes de Versailles) have audited and rendered unqualified audit reports (i) on the consolidated financial statements of Casino for the years ended 31 December 2013 included in the 2013 Document de Référence and (ii) on the consolidated financial statements of Casino for the years ended 31 December 2014 included in the 2014 Document de Référence. Ernst & Young Audit and Deloitte & Associés have reviewed and rendered an unqualified review report on the consolidated financial statements of Casino for the period from 1 January 2015 to 30 June 2015 included in the Interim Report First Half 2015.

(15) Ernst & Young Audit at Tour Oxygene, 10-12, boulevard Vivier Merle, 69393 Lyon Cedex 03, France, entity regulated by the Haut Conseil du Commissariat aux Comptes and duly authorised as Commissaires aux comptes and belonging to the Compagnie Nationale des Commissaires aux Comptes de Versailles) has audited and rendered unqualified audit reports on the accounts of Casino Finance for each of the years ended 31 December 2013 and 31 December 2014.