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Casino andGaleries Lafayette

Pursue Strategic Partnershipin Monoprix

Meeting - February 10, 2003

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1 - Galeries Lafayette/Casino Partnership in Monoprix

2 - Main Terms of the Agreement

3 -Key Points for the Two Groups

Galeries Lafayette /Casino Partnership

in Monoprix

Galeries Lafayette /Casino Partnership

in Monoprix

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1996 Monoprix joins the Casino central purchasing agency

1997 Acquisition of PrisunicCasino takes a 21.4% stake in Monoprix

2000 Galeries Lafayette and Casino agree to each own an equal interest in Monoprix

2003 The two shareholders agree to pursue theirstrategic partnership with the goal of increasingMonoprix’s value

Milestones

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Operating Income and Operating MarginFinancial Highlights

33.8

15.7

1996

1.1%

49.212.8

1997

1.6%

64.1

1998

2.0%

69.6

1999

2.2%

137.5

2001

3.8%

98.3

2000

2.9%

~180

2002

~4.8%

Pro

visi

on

al F

ore

cast

200

2003

200

3 O

bje

ctiv

e

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Reaffirm and broaden the “Citymarché” urban retailing concept

Strategic Objectives

Focus strategy on the customer

Optimise Monoprix’s operating efficiency

Pursue an assertive growth strategy(in France and abroad)

Continue to deploy a sustainable development strategy

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Monoprix Today

F.M.C.G.27%

Apparel13%

Health& Beauty

13%

Leisure4%

Produce and dairy 38%

Householdgoods

4%

Other1%

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Positioned in line with the “Citymarché” concept

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Innovative concepts

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Attractively displayed products

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Op. Income2000 €98m2003 €200m

Op. IncomeUp 40% compared

with 2002

Financial Objectives

May 2000 objectives

2000 - 2003 plan

Medium-term objectives

2003 - 2006 plan

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Operational drivers Higher sales

• Renovations and store openings• Enhanced customer service and loyalty

Growth Drivers

Optimised margins• Development of own-brands• Improved product mix and portfolio

Controlled costs• Improved operating performance and

productivity

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Growth Drivers

Strategic drivers Continue to develop synergies

• Optimisation of the store base• Procurement• Support functions

Introduce new concepts• Based on customer behaviour• Specialised offers

Main Termsof the Agreement

Main Termsof the Agreement

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Business Cooperation

Galeries Lafayette and Casino will continue to implement synergies with Monoprix

Galeries Lafayette and Casino will support the development of new city-centre stores and seek growth opportunities in international markets

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Public buyout offer for Monoprix shares, followed by a compulsory buyout

• To be filed once the final version of the agreements have been signed

• In compliance with the undertakings of the 2000 public offer, if Galeries Lafayette’s put is not exercised

• At an indexed price of €219 per share

Monoprix Buyout

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Sums Distributed

Following the public buyout/compulsory buyout, Monoprix will distribute:

• A dividend equal to 25% of consolidated net income before exceptionals for the year ended December 31, 2002

• An exceptional dividend of €261.5 million allowing to settle the interest income accrued since May 2000

• Any financial resources deemed unnecessary for its operation, currently estimated at €400-500 million, which would be deducted from the Put 1 indexed price of €219 a share

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Beginning with fiscal year 2003

• Annual payment of 75% of consolidated net income before exceptionals

Sums Distributed

Once the call is exercised by Casino

• Annual payment of 50% of the higher of:– Consolidated net income before exceptionals– Consolidated net income

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Galeries Lafayette holds a put option with three

different prices depending on the exercise date (after a period during which exercise is banned)

Main Terms of thePut and Call Agreements

Casino holds a call option on 10% of Monoprix’s

capital, exercisable from April 1, 2009

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Standstill

Mar. 2003 Jan. 2006

Put 1

Apr. 2009

€219 indexedEuribor + 210 basis points +

upside

Main Terms of thePut and Call Agreements

Appraised value + 21%

Put 2

Appraised value

Casino Call

Appraised value + 21%

Put 3

Valid one year from thedate the call is exercised

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From March 2003 to January 2006

• New indexation rate takes effect in March 2003

• Standstill period

– Galeries Lafayette’s put is not exercisable

– But Galeries Lafayette may monetise the put to a financial institution until December 31, 2008

Main Terms of thePut and Call Agreements

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From January 2006 to March 31, 2009

• Put exercisable by Galeries Lafayette on 50% of Monoprix shares (Put 1)

– At a price of €219 per share, indexed to the Euribor rate plus 210 basis points, less all sums distributed that qualify for deduction from this price

– Upside equal to half of the difference between the indexed price and the appraised per-share value, if the appraised value is higher than the indexed price

Main Terms of thePut and Call Agreements

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As from April 1, 2009

• Put exercisable by Galeries Lafayette on 50 % of Monoprix shares at their appraised value (Put 2)

• Call exercisable by Casino on 10% of Monoprix shares held by Galeries Lafayette at their appraised value plus 21%

• During the 12 months following Casino’s exercise of its call on 10% of Monoprix shares, the price of Galeries Lafayette’s put on its remaining 40% interest is based on the value of the call upon exercise (Put 3)

Main Terms of thePut and Call Agreements

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Governance of Monoprix

Until March 2008

• Philippe Houzé, representing Galeries Lafayette, will continue as Chairman of the Board of Directors

• With the deciding vote on all decisions Beginning in March 2008 and until Casino exercises its

call

• Chairmanship rotates between Casino and Galeries Lafayette

• Three-year term with deciding vote

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Governance of Monoprix

Following Casino’s exercise of its call

• Casino has the possibility of appointing the Chairman

• Membership on the Board of Directors is proportional to the two Group’s respective stakes in Monoprix’s capital

• Galeries Lafayette retains the right to veto decisions regarding changes in banners and major investments

Key Pointsfor the Two Groups

Key Pointsfor the Two Groups

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Casino now has an option to take the control of Monoprix

Key Points for Casino

The agreement states that Galeries Lafayette’s put has been renewed based on the same exercise price of €219, thus enabling Casino to reduce its off balance sheet commitments

The re-scheduling of Galeries Lafayette’s put on Monoprix provides Casino with greater financial flexibility and a very solid balance sheet

Casino intends to leverage this manoeuvrability to step up its organic growth, notably in France

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Key Points forGaleries Lafayette

The agreement maintains and improves the net financial value of the Monoprix stake, set in May 2000 (€219 per share; indexed at the Euribor rate plus 210 basis points; dividend tax regime)

Galeries Lafayette remains as operator of an effective concept on the leading edge of today’s revitalised urban retailing sector, and will be involved over the long-term in its development and in the creation of additional value

The Group benefits from financial resources that enable it to pursue large-scale strategic opportunities (dividends representing roughly 1/3 of the cash value of the put; balance can be discounted until end 2008)

In an uncertain environment, it gives the Group the necessary guarantees and total flexibility to make decisions (sale, Put 1, partial call, Put 2, Put 3)