Report by the Legal Representative of the Holders of Carulla Vivero Ordinary Bonds Issued

REPORT BY THE LEGAL REPRESENTATIVE OF THE HOLDERS OF CARULLA VIVERO ORDINARY BONDS ISSUED IN 2005 TO THE GENERAL ASSEMBLY OF HOLDERS OF CARULLA VIVERO BONDS ISSUED IN 2005

1. Background. 1.1. On 16 March 2005, a contract was signed for Legal Representation of Bondholders by Carulla Vivero S.A. and Fiduciaria de Occidente S.A. The purpose of this contract is for the financial institution (Fiduciaria) to act as legal representative for the holders of bonds issued by Carulla Vivero S.A., in compliance with the applicable regulations governing the issuance of bonds, especially “Resolución 400 de 1995” by the Superintendencia de Valores (now called the Superintendencia Financiera de Colombia or Financial Superintendence of Colombia). This regulation is included in “Decreto 2555 of 2010.” 1.2. In accordance with the above, titles with the following characteristics were issued on April 26, 2005:

TITLES Straight Bonds Issued in 2005

INITIAL RISK RATING “AA” (Double A) Duff and Phelps de Colombia S.A., now called Fitch Ratings Colombia. CURRENT RISK RATING “AAA” (Triple A)

Duff and Phelps de Colombia S.A., now called Fitch Ratings Colombia. AMOUNT OF ISSUANCE Amount Authorized COP$150.000.000.000.00 Amount Issued COP$150.000.000.000,00 CIRCULATION LAW Market Open, in place NUMBER OF TITLES Titles Authorized 15.000

Titles Issued 15.000 NOMINAL VALUE Ten Million Pesos (COP$10.000.000) INTEREST PAYMENT At the end of each trimester after date of issuance. REDEMPTION Upon maturity ISSUER Almacenes Éxito S.A., previously Carulla Vivero S.A. REGISTRATION Bolsa de Valores de Colombia (Colombian Securities Exchange) DATE OF ISSUANCE May 5, 2005 DATE OF MATURITY May 5, 2015 CURRENT BALANCE COP$ 150.000.000.000.00

1.3. In 2007, Almacenes Éxito S.A. acquired more than 50% of the stocks in Carulla Vivero S.A., and, in turn, Grupo Casino acquired the stock majority in Almacenes Éxito in the same year. 1.4. On April 24, 2008, the rating agency Duff & Phelps de Colombia, today called Fitch Ratings, changed its initial “AA” (Double A) rating with a stable outlook to a “AAA” (Triple A) rating for Carulla Vivero Straight Bonds Issued in 2005.

This increase in rating was due to Carulla Vivero S.A. being acquired by Grupo Empresarial Almacenes Éxito and the strengthening of its operating as it became a fundamental part of Grupo Empresarial Almacenes Éxito’s growth strategy. 1.5. On September 9, 2008, the Almacenes Éxito S.A. Board of Directors authorized signing an operation contract and a sales offer for assets and associated inventories with Carulla Vivero S.A. in order to concede the operation and exploitation of Carulla supermarkets and Frescampo supermarkets to Almacenes Éxito S.A., as well as the sale of fixed assets and inventories associated with operation of the same, providing brand licenses and any other intellectual property rights of Carulla Vivero S.A. necessary for the operation and exploitation of Carulla Vivero S.A. supermarkets. In return, Almacenes Éxito S.A. would pay a monetary compensation to Carulla Vivero S.A.

1.6. On April 23, 2009, the rating agency Duff & Phelps de Colombia, now called Fitch Ratings, confirmed a “AAA” (Triple A) rating with a stable outlook for Carulla Vivero Straight Bonds Issued in 2005. 1.7. On October 26, 2009, with the signing of the Modified and Compiled Exit Agreement between Almacenes Éxito S.A. and the remaining shareholders in Carulla Vivero S.A., the parties agreed to move up the date for exercising the right to sale held by the remaining shareholders for preferred stock in Carulla Vivero S.A. Almacenes Éxito S.A. thereby acquired 7,969,390 preferred stocks in Carulla Vivero S.A., equal to 22.5% of its capital; Almacenes Éxito now had 99.8% stock participation in Carulla Vivero S.A.

1.8. On 23 March 2010, the Carulla Vivero S.A. Board of Directors authorized beginning the merger process with its parent company, Almacenes Éxito S.A. 1.9. In an extraordinary meeting, on May 24, 2010, the Carulla Vivero S.A. Shareholders Assembly approved Carulla Vivero S.A.’s merger by acquisition with Almacenes Éxito S.A.

1.10. On June 18, 2010, the General Assembly of Holders of Carulla Bonds Issued in 2005 approved the merger by acquisition between the corporations Almacenes Éxito S.A., as acquiring corporation, and Carulla Vivero S.A., as corporation being acquired. 1.11. On August 24, 2010, by Resolution No. 1685 dated August 20, 2010, the Financial Superintendence of Colombia informed Carulla Vivero S.A. and Almacenes Éxito S.A. of its approval of their merger by acquisition, authorizing the issuance of a public deed to be enrolled in the chamber of commerce commercial registry.

1.12. On September 2, 2010, Carulla Vivero S.A. and Almacenes Éxito S.A. signed the public deed No. 5037, which formalized the merger by acquisition and was duly enrolled in the commercial registry. 1.13. On October 12, 2010, in Relevant Information, Almacenes Éxito S.A. made public the termination of Carulla Vivero S.A. corporation’s enrollment in the Registro Nacional de Valores y Emisores (RNVE) (National Registry of Securities and Issuers), by Resolution 1949 dated October 5, 2010, issued by the Financial Superintendence of Colombia. Consequently, the issuance of Carulla Vivero S.A. Straight Bonds Issued in 2005 currently in circulation, due to the merger, became an integral part of the Almacenes Éxito S.A.’s liabilities, this corporation being enrolled in the RNVE.

1.14. On April 25, 2011, the rating agency Duff & Phelps de Colombia, now called Fitch Ratings, confirmed a “AAA” (Triple A) rating with a stable outlook for Almacenes Éxito S.A. (previously Carulla Vivero S.A.) Straight Bonds. 1.15. On December 5, 2011, Almacenes Éxito S.A. published as Relevant Information the fact that Casino Guichard Perrachon (“Casino”) signed an agreement with the Bolivarian Republic of Venezuela for the sale of 80.1% of the stock in Cadena de Venezolanas S.A. (“Cativen”), which included all the shares belonging to Almacenes Éxito S.A., equal to 28.62% of Cativen’s capital in virtue of a contract of sale of stocks signed by Almacenes Éxito S.A. and a subsidiary of Casino. 1.16. On April 19, 2012, the rating agency Duff & Phelps de Colombia, now called Fitch Ratings, confirmed a “AAA” (Triple A) rating with a stable outlook for Almacenes Éxito S.A. straight bonds. 1.17. On July 17, 2012, Almacenes Éxito S.A. published as Relevant Information the renewal of its contract with the financing company Tuya S.A. (“Tuya”) to the Business Collaboration Agreement signed on October 2, 2006 by Almacenes Éxito S.A. and Tuya. The goal of this agreement is the development of the Éxito Card alliance, which will remain in effect until October 2, 2018. 1.18. On April 16, 2013, the rating agency Duff & Phelps de Colombia, now called Fitch Ratings, confirmed a “AAA” (Triple A) rating with a stable outlook for Almacenes Éxito S.A. Straight Bonds Issued in 2005.

1.19. On May 15, 2013, Almacenes Éxito S.A. published in Relevant Information the launch of a new mobile phone product called “Móvil Éxito” (“Éxito Mobile”), which offers mobile phone services through a virtual mobile operator. The service provider is a subsidiary of Grupo Éxito.

1.20. On April 14, 2014, the rating agency Duff & Phelps de Colombia, now called Fitch Ratings, confirmed a “AAA” (Triple A) rating with a stable outlook for Almacenes Éxito S.A. Straight Bonds Issued in 2005. 1.21. On March 20, 2014, the General Assembly of Almacenes Éxito S.A. Stockholders approved changes to subparagraphs a) and d) of the clause four (4) of the company’s articles of incorporation, which is related to the corporate purpose. These subparagraphs basically cover the provision of various complementary services such as credit granting for the acquisition of merchandise, insurance granting, transfers and remittances, provision of mobile phone services, travel and tourist package sales, repair and maintenance of movable assets (home appliances, electrical and electronic goods), bureaucratic procedures and errands, and real estate business, along with the provision in rent or under any other title of stores or commercial spaces in supermarkets or shopping malls.

1.22. On May 29, 2014, Almacenes Éxito S.A. reported these changes to Fiduciaria de Occidente S.A. and requested that, as legal representative of holders of Almacenes Éxito S.A. Bonds Issued in 2005, Fiduciaria de Occidente S.A. will call a meeting of the General Assembly of Bondholders in order for said Assembly to authorize changes to its corporate purpose in the same terms approved by the issuer’s General Assembly of Shareholders.

1.23. In accordance with article 6.4.1.1.42 of Decree 2555 of 2010, during the validity period of a bond issuance, the issuing entity may not change its corporate purpose unless so authorized by the assembly of bondholders with the majority necessary for approving changes to the borrowing conditions; that is, with a favorable vote by a plural number representing the numerical majority of the bondholders present and 80% of the outstanding loan (subsection 2 of article 6.4.1.1.22 of Decree 2555 of 2010). 2. Changes to Almacenes Éxito S.A.’s Corporate Purpose

The General Assembly of Almacenes Éxito S.A. Shareholders approved the following changes to the company’s corporate purpose:

Current Text Modified Text “Article 4. - Corporate purpose. - The social “ Article 4. - Corporate purpose. - The enterprise or constitutive business of the social enterprise or constitutive business company’s purpose consists of: of the company’s purpose consists of:

a) – The acquisition, processing, a) – The acquisition, processing, transformation, and, in general, the transformation, and, in general, the distribution and sale in any commercial form, distribution and sale in any form, including including financing, of all kinds of financing, of all kinds of merchandise and merchandise and domestic and foreign domestic and foreign products, including products, including pharmaceutical articles, pharmaceutical articles, medical supplies, medical supplies, and similar products, in and similar products, in wholesale or retail wholesale or retail. by physical or virtual means. Likewise, the provision of complementary services such as credit granting for the acquisition of merchandise, insurance granting, transfers and remittances, the provision of mobile phone services, travel and tourist package sales, repair and maintenance of movable assets, bureaucratic procedures and errands, and the provision in rent or under any other title of stores or commercial spaces in supermarkets or shopping malls;

b) – The acquisition, creation, organization, establishment, administration, and exploitation of stores, supermarkets, drugstores and b) – The acquisition, creation, organization, pharmacies, warehouses, and other establishment, administration, and business premises intended for the exploitation of stores, supermarkets, acquisition of merchandise and products drugstores and pharmacies, warehouses, and of all kinds in order to sell them, the other business premises intended for the disposal of said merchandise or products acquisition of merchandise and products of all in wholesale or retail, the sale of goods kinds in order to sell them, the disposal of and the provision of saleable said merchandise or products in wholesale or complementary services in accordance retail, the sale of goods and the provision of with modern sales systems in specialized saleable complementary services in stores with multiple sales types and/or accordance with modern sales systems in self-service stores, among them the stores specialized stores with multiple sales types known by the commercial name and/or self-service stores, among them the “ALMACENES ÉXITO.” stores known by the commercial name “ALMACENES ÉXITO.” c) – To give or receive in lease commercial spaces, to give or receive in lease or under another holding title spaces or points of sale or commerce within its c) – To give or receive in lease commercial business premises, equipment, and spaces, to give or receive in lease or under fixtures intended for the exploitation of the another holding title spaces or points of sale business of merchandise or product or commerce within its business premises, distribution and for the provision of equipment, and fixtures intended for the complementary services. exploitation of the business of merchandise or product distribution and for the provision of complementary services. d) – To constitute, finance, promote, and participate with other natural or legal persons for the creation of enterprises or business whose goal is the production of d) – To constitute, finance, promote, and objects, merchandise, articles, or participate with other natural or legal persons elements, or the provision of related for the creation of enterprises or business whose goal is the production of objects, services to the exploitation of the merchandise, articles, or elements, or the commercial establishments detailed in provision of services related to the the previous paragraphs, and create exploitation of the commercial establishments business relationships with said detailed in the previous paragraphs, and companies through monetary create business relationships with said contributions or the contribution of goods companies through monetary contributions or or services. the contribution of goods or services. e) – To acquire real estate intended for the establishment of stores, shopping malls, or other sites suited for the e) – To acquire real estate intended for the distribution of merchandise and the selling establishment of stores, shopping malls, or of goods or services; to build commercial other sites suited for the distribution of premises for use as its own commercial merchandise and the selling of goods or services; to build commercial premises for establishments without prejudice to the use as its own commercial establishments disposal or rent of floors, stores, or without prejudice to the disposal or rent of departments, or their exploitation in floors, stores, or departments, or their another suitable manner, with the criterion exploitation in another suitable manner, with of rational use of the land. Likewise, to the criterion of rational use of the land. invest in real estate, promote and execute Likewise, to invest in real estate, promote and real estate or property projects of any kind execute real estate or property projects of any and invest in them directly or indirectly, kind and invest in them directly or indirectly, creating corporations, consortiums, or joint creating corporations, consortiums, or joint ventures, either on the company’s plots or ventures, either on the company’s plots or those of others, to participate in programs those of others, to participate in programs or or plans for parceling, urbanization, or plans for parceling, urbanization, or division of division of real estate, housing, shopping real estate, housing, shopping malls, malls, industrial installations of offices, industrial installations of offices, and to sell, and to sell, rent, or exploit in another form rent, or exploit in another form the respective the respective lots, parcels, houses, lots, parcels, houses, departments, offices, or departments, offices, or stores. stores.

f) – To apply investment resources to the acquisition of stocks, bonds, commercial securities, and other securities in free f) – To apply investment resources to the market circulation, according to the acquisition of stocks, bonds, commercial judgment of the Board of Directors, in securities, and other securities in free market order to effect stable investments or as a circulation, according to the judgment of the lucrative and temporary use of excess Board of Directors, in order to effect stable cash or excess liquidity. investments or as a lucrative and temporary use of excess cash or excess liquidity. g) - The wholesale distribution of liquid fuels derived from petroleum. g) - Wholesale distribution of liquid fuels h) - Retail distribution of liquid fuels derived from petroleum. derived from petroleum at gas stations.

h) - Retail distribution of liquid fuels derived i) - Distribution of alcohols, biofuels, from petroleum at gas stations. natural gas for vehicles, and any other fuel or mixture useable in the automotive, industrial, fluvial, maritime, or aerial industry of any kind. i) - Distribution of alcohols, biofuels, natural gas for vehicles, and any other fuel or mixture useable in the automotive, industrial, fluvial, In the pursuit of its goal, the corporation maritime, or aerial industry of any kind. may acquire movable or immovable assets and/or tangible or intangible assets required for the fulfillment of its corporate In the pursuit of its goal, the corporation may purpose; and likewise acquire and acquire movable or immovable assets and/or possess stocks, shares, or participations tangible or intangible assets required for the in commercial partnerships or civil law fulfillment of its corporate purpose; and companies, securities of any kind intended likewise acquire and possess stocks, shares, for stable investments or for promotion or or participations in commercial partnerships or development investments for the civil law companies, securities of any kind exploitation of tax incentives established intended for stable investments or for by law; make temporary investments in promotion or development investments for securities soon to be liquid in order to the exploitation of tax incentives established make productive temporary use of excess by law; make temporary investments in cash or excess liquidity or other available securities soon to be liquid in order to make funds not immediately necessary for the productive temporary use of excess cash or development of company business; import excess liquidity or other available funds not and export merchandise, products, and/or immediately necessary for the development of manufactured goods of all kinds; issue company business; import and export bonds and/or commercial paper or other merchandise, products, and/or manufactured titles of mass issuance authorized by legal goods of all kinds; issue bonds and/or regulations for public sale, receive shared commercial paper or other titles of mass monies, develop or execute firm factoring issuance authorized by legal regulations for operations with the company’s own public sale, receive shared monies, develop resources, constitute guarantees on its or execute firm factoring operations with the movable and immovable assets, and company’s own resources, constitute execute financial operations that allow it to guarantees on its movable and immovable acquire funds or other assets or to assure assets, and execute financial operations that the supply of goods and/or services as allow it to acquire funds or other assets or to necessary for the company’s assure the supply of goods and/or services as development; act as agent or necessary for the company’s development; representative of national or foreign act as agent or representative of national or businesspersons, and sign any kind of foreign businesspersons, and sign any kind of contract related to the distribution of contract related to the distribution of merchandise and/or the sale of goods and merchandise and/or the sale of goods and services; promote and constitute or invest services; promote and constitute or invest in in companies for the development of any companies for the development of any activities that fall within the corporate activities that fall within the corporate purpose purpose indicated, merge with them or indicated, merge with them or with other with other companies, acquire them, or companies, acquire them, or split; acquire split; acquire brands, logos, commercial brands, logos, commercial names, patents, or names, patents, or other industrial or other industrial or intellectual property rights, intellectual property rights, exploit them or exploit them or surrender their exploitation to surrender their exploitation to third parties third parties under contractual license; and, in under contractual license; and, in general, general, execute all acts and sign all execute all acts and sign all contracts, contracts, whatever their nature, related to the whatever their nature, related to the corporate purpose or whose objective is for corporate purpose or whose objective is the company to exercise its rights or fulfill its for the company to exercise its rights or obligations, legally or conventionally derived fulfill its obligations, legally or from its existence and activities.” conventionally derived from its existence and activities.”

(The section in bold is to be added and the crossed-out section is to be removed). Almacenes Éxito S.A.’s justification for making these changes is that “(…) the Company, in alliance with leading companies in their respective sectors and always bearing the client in mind as the axis of its strategy, has been working to implement an offering of complementary businesses with products and services in addition to retail. These products and services can be obtained not only in the Company’s stores, but also in all the supply channels it makes available as part of its Omni-channel strategy.” Said businesses (…) have been growing considerably within the organization, reaching 35% of operational profitability in 2013.

Looking toward the future, the organization’s plans include continuing to promote these important businesses in order to diversify its sources of income, widen its client base, and achieve higher margins, especially in the real estate market. The General Assembly of Shareholders has therefore decided to make specific reference to the aforementioned businesses.”

3. Concept of the Legal Representative of Holders of Almacenes Éxito Bonds Issued in 2005. Fiduciaria de Occidente S.A., as the Legal Representative of the Bond Issuance of Almacenes Éxito S.A. (previously Carulla Vivero S.A.) Issued in 2005, presents below its analysis made in order to determine whether the changes to the company’s corporate purpose approved by the issuing entity’s Assembly of Shareholders in its meeting held on March 20 of this year impact the interests of the current holders of Almacenes Éxito Bonds Issued in 2005: 3.1. First, Fiduciaria de Occidente S.A. finds that the proposed changes to Almacenes Éxito S.A.’s corporate purpose imply no additional latent financial risk that may affect the credit risk on investment, and therefore the interests of the current holders of Almacenes Éxito Straight Bonds Issued in 2005 are not affected. Bearing in mind that the matter at hand is an updating of Almacenes Éxito S.A.’s articles of incorporation to bring them in line with its current economic reality, we consider them to be pertinent. 3.2. Notwithstanding the foregoing, this financial institution deems it appropriate to clarify to the bondholders that some of the complementary activities in subparagraph a) of clause four (4) of Almacenes Éxito S.A.’s articles of incorporation, such as insurance granting and the provision of mobile phone services, are activities that require government permits in order to be carried out directly by the issuing corporation, and therefore, the fact that they are allowed in the company’s corporate purpose does not mean they may be carried out without said permits. It must be clear to the bondholders that at this time, Almacenes Éxito S.A. may not directly provide these services, in accordance with the law. If Almacenes Éxito wishes to provide these services directly in the future, it will have to request permission from the Colombian Government and complete all the necessary procedures with the relevant authorities in order to obtain said government permits.

We understand that these activities are currently provided by Almacenes Éxito S.A. through agreements with third parties authorized for the development of such activities and that the proposed changes aim to provide greater clarity to a significant part of the company’s operational profitability through December 31, 2013.

3.3. Fiduciaria de Occidente deems that there will be no adverse financial impact for the bondholders given the proposed changes to Almacenes Éxito S.A.’s corporate purpose since, as of June 2014, the company has the solid financial structure necessary for payment in May 2015 of the bonds. This structure is supported by its capitalization levels; appropriate capital structure; liquidity; low debt level; revenue growth and the last year’s EBITDA; generation of positive cash flow and coverage of financial expenditure.

Sincerely, ADRIANA PINZON DE NASSAR

Legal Representative FIDUCIARIA DE OCCIDENTE S.A.