Press

AMSTERDAM, August 23, 2016, 23:35 CEST — Cnova N.V. (NASDAQ and Euronext Paris: CNV; ISIN: NL0010949392) (“Cnova” or the “Company”) today filed a Transaction Statement on Schedule 13E‐3 with the U.S. Securities and Exchange Commission in connection with the previously announced reorganization of the Company’s Brazilian subsidiary, Cnova Comércio Eletrônico S.A., within Via Varejo S.A.

The Transaction Statement and the exhibits to the Transaction Statement, including a preliminary supplemental information statement, contain relevant information about this reorganization.

The Transaction Statement and the exhibitsthereto are available to investorsthrough the SEC’s EDGAR filing system, at www.sec.gov, and the preliminary supplemental information statement is also available on the website of Cnova, www.Cnova.com.

Following today’s announcement by Cnova N.V.1 (“Cnova”) and Via Varejo SA (“Via Varejo”), entities of the Casino Group, that they have entered into a binding agreement governing the reorganization of Cnova’s Brazilian subsidiary, Cnova Brazil, within Via Varejo (the “Reorganization”), Casino, Guichard-Perrachon is affirming its intention, previously announced on May 12, 2016, to launch a voluntary cash tender offer for any and all outstanding Cnova common shares at an offer price of US$5.50 (and an offer price of €4.962), following and subject to the completion of the Reorganization, which is expected to occur during the fourth quarter of 2016.
The offer price represents an 82% premium to the closing price for Cnova shares on April 27, 2016 (US$3.03), the last trading day prior to initial public reports of the potential offer.

Group consolidated net sales of €19.7bn, up +2.7% on an organic basis

• In France:
  • Increase in activity: growth of +0.9% on a same-store basis and +2.0% on an organic basis
  • Further market share gains
• Latam Retail:
  • Sustained good performances in Colombia, Argentina and Uruguay
  • Improved sales in Brazil with a stepped-up development of cash & carry and the initial results of Multivarejo’s sales relaunch plan which weighed on profitability
• Latam Electronics: stabilisation of activity at Via Varejo since Q2 2016
• E-commerce:
  • Cdiscount: good performance over the semester
  • Cnova Brazil: activity still impacted by Brazil’s economic environment

Group trading profit of €317m for the period

• In France, significant recovery in results: trading profit of +€85m versus -€53m in H1 2015 restated
• Latin America: lower results in Brazil related to the economic environment and the promotional relaunch at Extra
• E-commerce: improved profitability at Cdiscount and decline at Cnova Brazil

Consolidated net profit, Group share of €2,581m, related to capital gains from the disposal of Asia

Sharp decline in net financial debt of Casino in France (€4,027m versus €8,482m in H1 2015 restated) and decision on July 28th 2016 to pay an interim dividend of €1.56 per share

In France, continued growth and market share gains
Accelerated growth in Brazil and Colombia
Group organic growth of +3.8% in Q2 versus +1.5% in Q1 2016

In France, sales up +1.2% on an organic basis and +0.2% on a same-store basis

• Géant Casino: +2.2%(1) growth (same-store and organic) and ongoing gains in market share
• Leader Price: sales up +1.7% on an organic basis and +1.1% on a same-store basis
• Supermarchés Casino: organic growth of +3.1% and same-store growth of +1.2%, and market share gains

In Latin America, food sales up +11.8% on an organic basis

• Exito (excluding Brazil): acceleration in organic and same-store growth, led by good performances in Colombia, Uruguay and Argentina
• GPA Food: sequential improvement in activity with organic growth of +11.4% and same-store growth of +6.3%
• Via Varejo: positive sales on an organic basis (+0.3%) and same-store basis (+2.6%) after four consecutive quarters of declining revenues

E-commerce:

• Cdiscount: organic growth of +10.6% and gross merchandise volume up +12.6%
• Cnova Brazil: sharp decline in activity considering the high basis of comparison in Q2 2015 and the economic slowdown in Brazil

The bond public tender offer launched on Monday June 10th, 2016 allows Casino to buyback respectively €134.2M, €158.2M and €245.0M of bonds maturing in January 2023, February 2025 and August 2026, i.e. a cumulated nominal amount of €537.4M.

Bonds purchased by Casino in the context of this transaction will be cancelled on June 15th, 2016. Nominal amounts will then be reduced to €858.7M for bonds maturing in January 2023, €449.9M for bonds maturing in February 2025 and €613.5M for bonds maturing in August 2026.

This transaction will allow the Group to reduce its gross debt and its financial costs in France as soon as 2016.

BNP Paribas, Citigroup, Crédit Agricole Corporate and Investment Bank, Deutsche Bank, Mitsubishi IFJ Securities International, RBS, Santander and Société Générale acted as deal managers of this transaction.

Casino launched this morning a tender offer on some of its notes maturing January 2023, February 2025 and August 2026.

The indicative targeted amount of this transaction reaches 500 million euros in total.

Results will be released on next Monday, June 13th.

This transaction will allow the Group to reduce its gross debt and its financial costs as soon as 2016.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION TO ANY U.S. PERSON OR IN OR INTO THE UNITED STATES (EACH AS DEFINED IN REGULATION S UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED) OR IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS PRESS RELEASE.

At its meeting of 13 May 2016 and on the recommendation of the Appointments and Compensation Committee, the Board of Directors of Casino, Guichard-Perrachon (the “Company”) decided to maintain the Chairman and Chief Executive Officer’s gross fixed compensation for 2016 at €480,000, unchanged since 2013.

As per section 12 of the AMAFI liquidity contract between the company Rothschild & Cie Banque and the company Casino, Guichard-Perrachon, entered into on February 11th, 2005, and amended from time to time, the company Casino, Guichard-Perrachon has decided to proceed today with a partial withdrawal to the means allocated to the contract of 120,000 shares, in order to proceed to their cancellation.