INCLUDING THE ANNUAL
FINANCIAL REPORT
2024
UNIVERSAL
REGISTRATION
DOCUMENT
FOREWORD
2
Financial restructuring of the Group
completed in March 2024
2
1
PRESENTATION OF THE GROUP
9
CEO’s message
10
1.1
Group profile
11
1.2
Casino Group’s businesses
16
1.3
Strategy and outlook: “Renouveau 2028”
22
1.4
Store network
26
1.5
Simplified legal organisation chart
27
2
FINANCIAL AND ACCOUNTING
INFORMATION
29
Financial highlights
30
Significant events in 2024
31
2.1
Business report
37
2.2
Subsequent events
43
2.3
Parent company information
45
2.4
Subsidiaries and associates
47
2.5
Consolidated financial statements
49
2.6
Parent company financial statements
for the year ended 31 December 2024
140
3
CORPORATE SOCIAL RESPONSIBILITY
177
3.1
Sustainability Statement
178
3.2
Duty of Care Plan
270
3.3
Other sustainability information
285
4
RISKS AND CONTROL
287
4.1
Internal control and risk management
288
4.2
Internal control over accounting
and financial information
296
4.3
Main risk factors
298
4.4
Insurance – risk cover
312
4.5
Ongoing investigations and legal proceedings
313
5
CORPORATE GOVERNANCE REPORT
315
5.1
Summary of governance as of 27 February 2025
317
5.2
The Board of Directors
319
5.3
Management
355
5.4
Compensation of corporate officers
358
5.5
Implementation of the Afep-Medef Code
recommendations
380
5.6
Information on the agreements mentioned
in Article L. 225-37-4, paragraph 2,
of the French Commercial Code
380
5.7
Factors likely to have an impact in the event
of a public offer
381
5.8
Other information
381
6
CASINO AND ITS SHAREHOLDERS
383
6.1
The market for Casino securities
384
6.2
Dividend
386
6.3
Share buyback programme
386
6.4
Share capital and share ownership
390
6.5
Share grants
409
6.6
Financial reporting
411
7
ADDITIONAL INFORMATION
413
7.1
General information
414
7.2
Board of Directors’ internal rules
420
7.3
Statutory Auditors
433
7.4
Person responsible for the Universal Registration
Document and annual financial report
433
7.5
Documents incorporated by reference
434
7.6
Universal Registration Document
– Cross‑reference table
434
7.7
Annual financial report – Cross-reference table
436
7.8
Board of Directors’ management report
– Cross‑reference table
437
7.9
Board of Directors’ corporate governance
report – Cross‑reference table
438
CONTENTS
2024 UNIVERSAL
REGISTRATION
DOCUMENT
INCLUDING THE ANNUAL
FINANCIAL REPORT
GROUPE CASINO – 2024 UNIVERSAL REGISTRATION DOCUMENT
1
The Universal Registration Document was filed on 24 March 2025 with the French
financial markets authority (Autorité des marchés financiers – AMF), as competent
authority under Regulation (EU) 2017/1129, without prior approval pursuant to Article 9 of
said Regulation. The Universal Registration Document may be used for the purposes of an
offer to the public of securities or admission of securities to trading on a regulated market if
completed by a securities note and, if applicable, a summary and any amendments to the Universal Registration
Document. The whole is approved by the AMF in accordance with Regulation (EU) 2017/1129.
This is a translation into English of the Universal Registration Document of the Company issued in French and it is
available on the website of the Issuer.
FOREWORD
Financial restructuring of the Group completed in March 2024
2
2024 UNIVERSAL REGISTRATION DOCUMENT – GROUPE CASINO
FINANCIAL RESTRUCTURING OF THE GROUP COMPLETED
IN MARCH 2024
1.1. Accelerated safeguard plans
Further to the opening of accelerated safeguard proceedings
by the Paris Commercial Court (Tribunal de commerce de
Paris) in October 2023 for the benefit of Casino and several
of its subsidiaries(1), the Paris Commercial Court approved
the Accelerated Safeguard Plans of Casino and its relevant
subsidiaries on 26 February 2024.
The accelerated safeguard proceedings only concerned the
financial debt of Casino and its relevant subsidiaries and had
no impact on the Group’s relations with its operating partners
(in particular its suppliers and franchisees) or its employees.
The Accelerated Safeguard Plans were drawn up by Casino,
Casino Finance, Monoprix, Quatrim, CPF, DCF and Segisor,
with the assistance of the court-appointed administrators
(administrateurs judiciaires), with the aim of ensuring the
sustainability of each company as part of the Group’s
financial restructuring.
To this end, the main objectives of the Accelerated Safeguard
Plans are as follows:
1) Equity contribution at Casino's level:
• injection of €1.2 billion of additional equity, including:
• €925 million subscribed by the consortium comprising EPGC, Fimalac and Trinity Investments Designated Activity Company
whose management company is Attestor Limited (the “Consortium”) (through France Retail Holdings, the Consortium's
investment vehicle); and
• €275 million, the subscription of which was opened to certain creditors.
2) Treatment of secured debt at Casino's level, amounting to a total of €3.476 billion(2):
• conversion into equity of €1.355 billion of secured claims
(i.e., approximately 49% of the total claims under (i) the
Term Loan B, existing prior to the restructuring (“TLB”), and
(ii) the revolving credit facility existing prior to the restructuring
(“RCF”) which was not reinstated in the Reinstated RCF
(as defined below));
• the residual claims under the RCF and the TLB were
reinstated for a total of €2.121 billion, corresponding to:
• a secured term loan reinstated at the level of Casino for
an amount of €1,409,945,342.17 (i.e., approximately 51%
of the claims under the TLB and the RCF which were
not reinstated in the Reinstated RCF) with a maturity of
three years from the date of completion of the restructuring
(the "Reinstated TLB"), and
• a secured, super-senior RCF reinstated at Monoprix level
for a principal amount of €711,271,972.46 (for which the
creditors will be the Group's French partner banks) with
a four-year maturity from the restructuring completion
date (the "Reinstated RCF"),
it being specified that the lenders under the Reinstated TLB
and the Reinstated RCF are parties to the new inter-creditor
agreement, under the terms of which the Reinstated RCF
lenders are senior in ranking for repayment purposes
to Reinstated TLB lenders, in accordance with the
terms and conditions of the agreement (the “New Inter-
Creditor Agreement”).
3) Treatment of unsecured debt(3):
• conversion into equity of all noteholders’ debt claims and
Perpetual Claims (this term having the meaning
attributed to the French translation of the term "TSSDI" in
Casino’s Accelerated Safeguard Plan) (including the
principal amount and deferred and accrued interest up
until the date of completion of the restructuring), i.e.,
approximately €3.518 billion and USD 5 million of debt in
principal, corresponding to approximately €2.168 billion of
high-yield notes and EMTNs, USD 5 million of commercial
paper and €1.350 billion of Perpetual Claims in principal
outstanding;
• allocation of share subscription warrants and payment of
a support fee (commission d’adhésion) to the Perpetual
Creditors who acceded to the Lock-Up Agreement no
later than 17 October 2023;
• payment of a support fee (commission d’adhésion) to the
TSSDI holders that acceded to the Lock-Up Agreement
no later than 17 October 2023.
(1)
Casino Finance, Distribution Casino France, Casino Participations France, Quatrim, Segisor and Monoprix.
(2)
The figures presented in this section include the principal amount only. They do not include any accrued and unpaid interest up until the effective
restructuring date.
(3)
The figures presented in this section only include the nominal amount in principal. They do not include any accrued and unpaid interest up until
the date on which the Paris Commercial Court approved Casino’s Accelerated Safeguard Plan.
FOREWORD
Financial restructuring of the Group completed in March 2024
GROUPE CASINO – 2024 UNIVERSAL REGISTRATION DOCUMENT
3
4) Treatment of high-yield notes issued by Quatrim and underlying guarantees:
• reinstatement of the high-yield notes issued by Quatrim
at the level of Quatrim: total amount of €491 million(1)(2)
reinstated with a three-year maturity extension, i.e., until
January 2027 with an additional one-year extension option
to be exercised at Quatrim's discretion;
• restructuring of the guarantees granted by Casino, Casino
Finance, Monoprix, DCF, CPF and Segisor as security for
the secured debt with a release and, where applicable,
the granting of a new personal guarantee in substitution
as security for the Reinstated RCF and the Reinstated TLB
and with respect to the Quatrim HY Notes, release of the
guarantees granted as security for the Quatrim HY Notes
and granting of new replacement guarantees by Monoprix
and Segisor (capped at €50 million for Monoprix and
€46.3 million for Segisor), and granting of a guarantee
by Casino as guarantee for the contractual rent owed
by Group members to IGC and a commitment to make
available, through shareholder loans, the amounts required
for Quatrim’s capital expenditure needs not covered by its
cash flow or other liquid assets.
In addition to these main objectives of the Accelerated Safeguard
Plans, other restructuring measures were implemented:
1)
pursuant to the order issued by the President of the Paris
Commercial Court on 7 September 2023, repayment in
full of the notes underwritten by the Regera fund (principal
amount of €120 million and payment of accrued interest
estimated at approximately €19 million up until the date of
completion of the restructuring) by Monoprix Exploitation:
on the date of completion of the restructuring;
2)
provision by the Group’s partner banks or their affiliates,
on the date of completion of the restructuring, of new
operating financing for the Group (including by maintaining
existing confirmed or unconfirmed lines of credit, in each
case in accordance with the terms of the relevant financing
as agreed with the relevant Group companies) for a total
amount of approximately €1.178 billion(3) for a period of
two years from the date of completion of the restructuring
with (subject to compliance with the financial covenants
of the Reinstated RCF on the last test date prior to the
second anniversary of the Reinstated RCF and the terms
of the relevant financing arrangements as agreed with
the relevant Group companies) an additional one-year
extension at the Group’s discretion;
3)
potential provision of a new line of credit in a maximum
total amount of €100,000,000 to Monoprix Holding
(the "Shortfall Line") to supplement the portion of the
New Casino Group Operating Financing provided for
in the Agreement in Principle not allocated to the
Secured Creditors as described in the Accelerated
Safeguard Plan (however, the new line of financing
does not give access to the right to reinstate a portion
of the RCF within the Reinstated RCF);
4)
in accordance with the separate agreements (outside
of the Accelerated Safeguard Plans) entered into on
19 October 2023, out-of-court restructuring of certain
swaps at the level of Casino Finance to ensure that the
total amount payable corresponds to the value of the
undiscounted expected future cash flows on the date of
restructuring of these swaps and a linear payment over
a period of three years in 36 monthly instalments, the first
of which will be paid on the 15th business day following
the earlier of the date of completion of the restructuring
and 30 April 2024, limiting the usual default events
to certain events only (mainly the termination of Casino
Finance’s Accelerated Safeguard Plan or non-payment)
and with a release of the personal guarantees or sureties
issued by Casino;
5)
in accordance with the separate agreements (outside
of the Accelerated Safeguard Plans) entered into
prior to the decision to open accelerated safeguard
proceedings, termination of certain swaps at the level
of Casino Finance and immediate payment in return for
a discount, under the terms set out in Casino's Accelerated
Safeguard Plan;
6)
in accordance with Casino's Accelerated Safeguard Plan,
termination of an uncapped guarantee granted by Casino
to Companhia Brasileira de Distribuçao (GPA), which
provided for an indemnity undertaking by Casino in
favour of GPA for any losses that might result from the
implementation of the goodwill amortisation structure
generated by CGP's acquisition of GPA shares.
Casino’s Accelerated Safeguard Plan and the above-mentioned
transactions took place on 27 March 2024.
Changes to Casino’s governance
Completion of the Group's financial restructuring led to a
change in the control of the Group to the benefit of France
Retail Holdings S.à r.l. (an entity ultimately controlled by
Daniel Křetínský.
Upon completion of the financial restructuring, Jean‑Charles
Naouri resigned from all of his positions with immediate
effect, as did all members of Casino's Board of Directors,
with the exception of Nathalie Andrieux.
Please see Chapter 5 of this Universal Registration Document
for more information.
(1)
In light of the use of €91 million from the Quatrim segregated account on the effective completion date of the restructuring (the balance being
allocated to Quatrim's cash position) for the redemption of Quatrim HY Notes (including frozen interest).
(2)
With the addition of approximately €14 million in accrued interest capitalised on the date of completion of the restructuring, before being prepaid
using the sale proceeds from disposals made at the date of completion of the restructuring and paid into a segregated account valued at
approximately €95 million.
(3)
It is specified that (a) this amount (i) does not include the commitments given by the creditors for the revolving facility granted to Monoprix
Exploitation and the Cdiscount government-backed loan (PGE) which are not set out in the RCF granted to Casino, and (ii) only includes the
Cdiscount government-backed loan (PGE) up to the 20% share not backed by the government; and (b) the Bred facility will be reduced by
€4 million on the date of completion of the restructuring.
FOREWORD
Financial restructuring of the Group completed in March 2024
4
2024 UNIVERSAL REGISTRATION DOCUMENT – GROUPE CASINO
1.2. Description of the new financing agreements that came into effect
on the restructuring date
The Group’s new financing documentation, that came into effect
on the restructuring completion date on 27 March 2024,
provides for reinforced financial reporting requirements
compared to the previous documentation. In particular, the
indicators and covenants will be provided in equal or greater
detail each quarter through press releases.
1) Reinstated TLB
Main terms and conditions of the Reinstated TLB:
Borrower
Casino
Banking Group
Casino and its subsidiaries, excluding Latam and Quatrim.
Principal amount
Approximately €1,410 million.
Maturity date
Repayment in one instalment.
Three years from the effective restructuring date.
Interest
Interest rate:
• 6% per annum for the first nine months from the effective restructuring date; then
• 9% per annum.
Total mandatory
early repayment
and total reduction
Under the terms of the Reinstated TLB, the following events will trigger total mandatory early repayment:
• a change of control (as summarised in section 3 "Stipulations common to the Reinstated TLB
and the Reinstated RCF" below);
• the disposal of all or substantially all of Franprix Leader Price Holding's and/or its subsidiaries' assets;
• the disposal of all or substantially all of Monoprix's and/or its subsidiaries' assets; and
• the disposal of all or substantially all of the Banking Group's assets.
Partial early repayment
This includes partial early repayment triggered in the event of the Banking Group’s asset disposal. Early
repayment is subject to certain liquidity tests. Where applicable, the partial early repayment amount
must be shared between the Reinstated TLB and the Reinstated RCF in accordance with the New
Inter‑Creditor Agreement.
Early repayment
The Reinstated TLB also provides for voluntary early repayment (without penalty).
Guarantors
Casino Finance, DCF, Monoprix and Segisor.
Collateral
The lenders under the Reinstated RCF and Reinstated TLB have security rights over shares
of the Banking Group’s French operating and holding subsidiaries (i.e., Monoprix, DCF, Casino Finance,
Tevir, Segisor, Monoprix Holding, Monoprix Exploitation and Franprix Leader Price Holding).
In addition, each guarantor grants a pledge over its bank accounts and intra-group receivables.
Rank
Secured senior, with the Reinstated RCF senior in ranking to the Reinstated TLB for the purposes
of allocating proceeds from the realisation of security rights and other payments to be assigned
in accordance with the agreed payment order under the New Inter-Creditor Agreement.
Financial covenants
See section 3 “Stipulations common to the Reinstated TLB and the Reinstated RCF” below.
FOREWORD
Financial restructuring of the Group completed in March 2024
GROUPE CASINO – 2024 UNIVERSAL REGISTRATION DOCUMENT
5
2) Reinstated RCF
Main terms and conditions of the Reinstated RCF:
Borrower
Monoprix
Banking Group
Casino and its subsidiaries, excluding Latam and Quatrim.
Principal amount
Approximately €711 million.
Maturity date
Four years from the effective restructuring date.
Interest
Interest rate: Euribor (0% floor per annum) plus the margin, calculated as follows:
• 1.5% per annum for the first 24 months from the effective restructuring date, then 2% per annum;
• the margin is increased:
• by 1% per annum from the date on which the principal amount of the Reinstated TLB at the effective
restructuring date has been reduced by more than 50%,
• by 2% per annum from the first dividend distribution, or buyback of securities or any other payment
on its securities by Casino (in each case, excluding any buyback of securities in accordance with the
liquidity agreement, provided that such buyback is authorised by the agreement relating to the
Reinstated RCF).
The aggregate margin increases will not exceed 2% per annum.
Clean down
Legal clean down:
• on the effective restructuring date, the total amount drawn under the Reinstated RCF shall not exceed
the total amount of Liquidity (as this term is defined in the Reinstated RCF agreement) of Casino
and its subsidiaries;
• from the effective restructuring date until the date of the first mandatory early repayment under
the Reinstated TLB – at least once on a continuous 12-month period from (x) for the first time, the
restructuring completion date, then (y) the last day of the final clean down – the total amount drawn
under the Reinstated RCF shall not exceed the Monthly Liquidity Amount over a minimum period
of three consecutive calendar days, the fulfilment, or not, of this “legal” clean down on the date in
question will have to be confirmed by the administrators appointed to oversee the implementation
of Monoprix’s Accelerated Safeguard Plan; it being specified that (i) a minimum period of three months
must elapse between two clean downs and (ii) no clean down period may include 30 June or 31 December.
Contractual clean down:
Monoprix will have to carry out a “cash” clean down (constituting an effective repayment of the sums
borrowed under the Reinstated RCF) for a minimum of three consecutive calendar days on a continuous
12-month period (i) before any mandatory repayment under the Reinstated TLB and (ii) from the first
mandatory repayment under the Reinstated TLB, with a maximum period of three months between
each clean down and no clean down on 30 June and 31 December.
Total early repayment
and total reduction
Under the terms of the Reinstated RCF, the following events will trigger total early repayment:
• a change of control (as described in section 3 "Stipulations common to the Reinstated TLB
and the Reinstated RCF" below);
• the disposal of all or substantially all of Franprix Leader Price Holding's and/or its subsidiaries' assets
without the prior agreement of 80% of the lenders' commitments;
• the disposal of all or substantially all of Monoprix's and/or its subsidiaries' assets without the prior
agreement of 80% of the lenders' commitments; and
• the disposal of all or substantially all of the Banking Group's assets.
Partial early repayment
and partial reduction
The Reinstated RCF contains partial early repayment clauses in the event of the disposal of certain
assets. This includes, in particular, the early repayment (without cancellation) of amounts drawn prior
to any mandatory early repayment in relation to the asset disposals of the Reinstated TLB.
Early repayment
The Reinstated TLB also provides for voluntary early repayment (without penalty).
Guarantors
Casino, Casino Finance and DCF.
Collateral
The lenders under the Reinstated RCF and Reinstated TLB have security rights over shares
of the Banking Group’s French operating subsidiaries and holding companies (i.e., Monoprix, DCF,
Casino Finance, Tevir, Segisor, Monoprix Holding, Monoprix Exploitation and Franprix Leader Price Holding).
In addition, each guarantor grants a pledge over its bank accounts and intra-group receivables.
Rank
The Reinstated RCF is senior in ranking to the Reinstated TLB for the purposes of allocating proceeds
from the realisation of security rights and other payments to be assigned in accordance with the agreed
payment order under the New Inter-Creditor Agreement.
Financial covenants
See section 3 “Stipulations common to the Reinstated TLB and the Reinstated RCF” below.
FOREWORD
Financial restructuring of the Group completed in March 2024
6
2024 UNIVERSAL REGISTRATION DOCUMENT – GROUPE CASINO
3) Stipulations common to the Reinstated TLB and the Reinstated RCF
Other restrictions
The agreements relating to the Reinstated RCF and the
Reinstated TLB include the customary commitments and
restrictions for this type of bank loans, which apply to the
entire Banking Group (as defined above) and which relate
in particular (without this list being exhaustive) to (i) dividend
payments and other payments to Casino shareholders,
(ii) sales of assets (subject to the agreement of various majority
thresholds of lenders depending on the categorisation of
the asset and to the rules of allocation of disposal proceeds
for early redemption), (iii) the Group’s additional borrowings,
(iv) additional security interests or (v) collateral.
Dividends and payments to shareholders
Dividend distributions and other payments to Casino
shareholders will not be permitted (subject to the usual
exceptions for this type of financing) for two years following
the date of the restructuring. From the end of the second year,
dividend distribution is permitted subject to the absence of
any persistent default (or resulting from such distribution)
and a Total Net Leverage Ratio test not to exceed 3.50x.
Financial covenants
The financial commitments under the Reinstated TLB and
Reinstated RCF are identical and are summarised below.
The Banking Group will benefit from a Covenant Holiday
Period of 18 months from the restructuring completion date,
during which any default under the said financial commitments
may not give rise to any early repayment obligation:
• Minimum Liquidity: the consolidated Monthly Liquidity
Amount (as defined in each contract) on the last day of each
month (from the end of the Covenant Holiday Period) must
be at least equal to an aggregate amount of €100,000,000.
• Liquidity Forecast: on the last day of each Financial Quarter
(from the end of the Covenant Holiday Period), the Liquidity
Forecast must demonstrate that the Monthly Liquidity
Amount of the Banking Group is at least equal to
€100,000,000 at the end of each month making up the
next Financial Quarter.
• Total Net Leverage Ratio: the Total Net Leverage Ratio
(as defined in each contract and corresponding to the ratio
of Total Net Debt(1) to Pro Forma EBITDA(2) of the Banking
Group) shall not be higher than the maximum level referred
to in Column 2 below (or any other level agreed between
the Group and the majority of the lenders concerned) in
respect of the relevant period as referred to in Column 1
below (the “Total Net Leverage Ratio Covenant”):
Column 1
Column 2
Period
(ending on)
Maximum Total Net
Leverage Ratio
30 September 2025
8.34x
31 December 2025
7.17x
31 March 2026
7.41x
30 June 2026
6.88x
30 September 2026
6.11x
31 December 2026
5.23x
31 March 2027
5.55x
30 June 2027
5.15x
30 September 2027
4.81x
31 December 2027
4.13x
31 March 2028
4.30x
Other covenants
The documentation relating to the Reinstated TLB and the
Reinstated RCF also includes incurrence covenants (leverage
test (Total Net Leverage Ratio) or the Group’s liquidity position
(Monthly Liquidity Amount)) which only apply upon the
occurrence of specific events or to enable certain transactions
to proceed (dividends, external growth transaction, etc.).
These covenants may be applied on an independent or
additional basis and are not subject to the Covenant Holiday
Period referred to above.
Change of control
Lastly, the documentation relating to the Reinstated TLB
and the Reinstated RCF provides for the event of a change
of control defined, identically in both agreements, as being
when (i) Daniel Křetínský (or provided that there is no material
change (which cannot be justified) in Casino's management,
his heirs or the holding companies controlled by Daniel Křetínský
or his heirs) ceases to hold the majority of the voting rights
of France Retail Holding S.à.r.l. or ceases to hold the right to
appoint/revoke the majority of the managers of France Retail
Holding S.à.r.l., or (ii) France Retail Holding S.à.r.l. ceases to
directly hold more than 45% of Casino's share capital or more
than 50% of Casino's voting rights.
In the event of a change of control, each lender under
the Reinstated RCF or the Reinstated TLB may request the
repayment of their interest in the Reinstated RCF and/or
the Reinstated TLB, as the case may be (with, in the case
of the Reinstated RCF, the cancellation of their commitment
to make funds available for the future).
(1)
Total Net Debt corresponds to the total borrowings of the Banking Group (excluding shareholder debts subordinated to senior loans) of the Banking Group
members, less cash and cash equivalent investment available within the Banking Group.
(2)
Adjusted EBITDA corresponds to the Group's recurring operating income (trading profit) (as defined in the contracts relating to the Reinstated TLB
and the Reinstated RCF), adjusted in particular for (i) net depreciation, amortisation and provision expenses and (ii) repayments of lease liabilities.
Pro Forma EBITDA takes into account the annualised cost savings and other synergies generated by a Group member in connection with the
acquisition or sale of a Group asset (calculated as if the acquisition or sale had taken place on the first day of the test period concerned according
to the terms and conditions of the contract).
FOREWORD
Financial restructuring of the Group completed in March 2024
GROUPE CASINO – 2024 UNIVERSAL REGISTRATION DOCUMENT
7
The documentation relating to operating financing at the
level of Casino’s subsidiaries – syndicated loans, bilateral
credit lines, factoring, reverse factoring, overdrafts, export
lines, etc. – also contains the usual change of control clauses.
The change of control clauses in the documentation all include
at a minimum the change of control clause applicable to
the Reinstated RCF (described above), to which is added
a change of control linked to the ownership of the subsidiary
concerned (having subscribed to the said operating financing)
by Casino or by one or more Casino subsidiaries.
In the event of a change of control regarding such operating
financing, it will become immediately due and the
commitments of the financial institutions in this regard will
be automatically cancelled.
4) Quatrim HY Notes
The main stipulations of the Quatrim HY Notes are as follows:
Issuer
Identical to Quatrim HY Notes: Quatrim SAS
Amount
€491 million.
Subscribers
Beneficial owners of the Quatrim HY Notes.
Covenant Group
Forecas 3 and their subsidiaries (including Quatrim).
Maturity date
15 January 2027, with a further one-year extension at Quatrim's discretion.
Interest
• Pay-If-You-Can Coupon (PIYC) of 8.5% per annum, related to the progress of the asset disposal plan:
• PIYC Coupon subject to minimum liquidity criteria at the level of Quatrim.
• Increase in compensation: if proceeds from disposals are less than 80% of the targeted
amount of asset disposals, the coupon will be increased to 9.5% per annum.
• Reduction in compensation: if proceeds from disposals exceed 120% of the targeted
amount of asset disposals, the coupon will be reduced to 7.5% per annum.
Collateral
• First-ranking pledge over security accounts covering 100% of Quatrim shares.
• First-ranking pledge over security accounts covering 100% of IGC shares.
• First-ranking pledge over Quatrim's main bank accounts in France.
• First-ranking pledges over receivables due to Quatrim under the Segisor intra-group loan
and the Monoprix intra-group loan.
Guarantees
Limited recourse against Casino Group:
• Casino’s joint and several guarantee granted as security for the contractual rent owed by Casino
group members to IGC;
• Casino’s joint and several guarantee granted as security for the amounts required for Quatrim's
capital expenditure needs not covered by its cash flow or other liquid assets until Casino's
Accelerated Safeguard Plan is implemented;
• Monoprix SAS’s joint and several guarantee granted as security for an amount of €50 million,
corresponding to the amount of the intra-group debt held by Quatrim over Monoprix;
• Segisor’s joint and several guarantee granted as security for an amount of €46.3 million,
corresponding to the amount of the intra-group debt held by Quatrim over Segisor.
Change of control
The indenture relating to the Reinstated Quatrim HY Notes includes the usual clauses relating
to a change of control.
Partial early repayments
The indenture relating to the Reinstated Quatrim HY Notes provides for several cases of partial early
repayment, particularly in the event of an asset disposal, subject to specific liquidity tests.
Non-Voting Director
• Appointment of a Non-Voting Director (censeur) by the majority of the beneficial owners of the
Reinstated Quatrim HY Notes to monitor the implementation of the Asset Disposal Programme
(the “Non-Voting Director”), it being specified that the Non-Voting Director will not have any voting
or veto rights within the Steering Committee, but only the right to be informed of the financial
situation of the Quatrim group and the progress of the Asset Disposal Programme.
• The Non-Voting Director will have the power to approve any amendment to the Asset Disposal
Programme on behalf of the holders and beneficial owners of the Reinstated Quatrim HY Notes.
• In the event of substantial non-performance of the Asset Disposal Programme (i.e., if the disposal
proceeds are equal to or less than 75% of the target amount at the relevant test date), the Non-
Voting Director will have a step-in right enabling the latter to arrange for the disposal of the assets
belonging to IGC or its subsidiaries.
Commercial leases
Quatrim and its subsidiaries cannot modify/amend existing commercial leases entered into between
Casino Group members as lessees and IGC or its subsidiaries as lessor, except to apply customary
market conditions.
Rank
Senior secured.
Applicable law
Law of the State of New York.
8
2024 UNIVERSAL REGISTRATION DOCUMENT – GROUPE CASINO
GROUPE CASINO – 2024 UNIVERSAL REGISTRATION DOCUMENT
9
1
PRESENTATION
OF THE GROUP
CEO’s message
10
1.1
Group profile
11
1.1.1
History
11
1.1.2
Business model
12
1.1.3
Key figures
14
1.2
Casino Group’s businesses
16
1.2.1
Market environment
16
1.2.2
Casino Group's portfolio
of convenience brands
16
1.2.3
Other businesses
20
1.3
Strategy and outlook:
“Renouveau 2028”
22
1.3.1
A long-term project in three phases
22
1.3.2
Convenience: a growing market
that meets consumer expectations
23
1.3.3
Growth drivers
23
1.3.4
Five strategic drivers to return
to profitable and sustainable growth
24
1.4
Store network
26
1.5
Simplified legal organisation chart
27
10
2024 UNIVERSAL REGISTRATION DOCUMENT – GROUPE CASINO
1
PRESENTATION OF THE GROUP
CEO’s message
CEO’S MESSAGE
The best of brands in convenience retailing
Following our financial restructuring, we have decided to refocus on
convenience retailing and franchising, led by our Monoprix, Franprix,
Casino, Vival, Spar, Naturalia and Cdiscount brands.
This choice is in direct response to new consumer behaviour. In their
search for practicality, quality, responsible products and personalised
service, 85% of French people surveyed see convenience in a positive
light. They want stores that are rooted in their daily lives, that are aligned
with their needs and that play a growing societal role, in rural areas
as well as in cities.
Our ties in the regions, the complementary nature of our brands and
the expertise of our franchisees are decisive factors in making this
transformation a success.
Indeed, the implementation of our “Renouveau 2028” strategic plan
depends on our collective efforts. By sharing best practices and pooling
our strengths, we will stand out as the benchmark for convenience
retailing in France.
This plan, carried out efficiently and on schedule, means we can further
establish ourselves on solid foundations, with a more supple structure to
support our ambition of becoming the best of brands in convenience
retailing. This project is as challenging as it is exciting and it represents
a unique opportunity to reinvent ourselves around “the new convenience”,
breathing new life into our mission.
The operational implementation of our strategic plan, rolled out across
all our brands, goes hand in hand with ambitious targets for 2028.
I am convinced that we are developing the right model at the right time.
Philippe Palazzi
Chief Executive Officer of Casino Group
“The transformation
carried out in 2024
has repositioned
the Group
in the highly
promising
convenience
retail market.”
GROUPE CASINO – 2024 UNIVERSAL REGISTRATION DOCUMENT
11
1
PRESENTATION OF THE GROUP
Group profile
1.1
GROUP PROFILE
1.1.1
History
Casino Group’s origins
In 1898, Geoffroy Guichard created Société des Magasins
du Casino et Etablissements économiques d’alimentation
in Saint-Étienne. In 1901, the company broke new ground by
launching Casino branded products, the first private label
in France.
Throughout the XXth century, Casino Group solidified its
position as a leader in France's retail and convenience industry.
From the opening of its first self-service store in 1948 to the
roll-out of its first supermarkets and hypermarkets between
1960 and 1970, the Group proactively built the business to
keep in touch with changing consumer habits.
In the 1990s, Casino Group expanded internationally with
the signing of partnerships in Latin America (Uruguay
and Argentina, followed by Colombia and Brazil). It also
strengthened its presence in France and set its sights
on the future-facing convenience and premium segments.
Between 1997 and 1999, the Group bought Prisunic, acquired
stakes in Monoprix and Franprix, became a franchisor of the
Spar brand and launched the Vival brand, creating a top-tier
network of convenience stores.
2000-2023: a unique brand portfolio in France
At the turn of the millennium, Casino Group rounded out its
food and non-food retail offering with the acquisition of
Cdiscount, a French e-commerce pioneer. From an initial
focus on cultural goods, the online shopping site expanded
into a vast array of products to become France's leading
e‑commerce player.
In the convenience market, the Group consolidated its portfolio
of complementary brands by taking control of Franprix
in 2007 and becoming the sole owner of Monoprix and the
organic food pioneer Naturalia in 2013.
Constantly evolving in line with consumer expectations,
including in the environmental and societal area, Casino Group
set up an ambitious CSR policy. The convenience network
embraced healthier eating and responsible agri-food
channels. In 2018, the Group joined forces with three animal
protection organisations and introduced France’s first animal
welfare label. It also created the “baromètre de saisonnalité”
in 2022, a seasonality chart displayed in the fruit and vegetable
sections of its stores.
2023-2024: a major restructuring and transformation of the Group
with “Renouveau 2028”
In 2023, Casino Group entered a period of exceptional change,
leading to the sale of banners and assets and the streamlining
of its scope of operations. The Group began to pull out
of the supermarket and hypermarket formats and refocus
the business on convenience retailing mainly in France.
In March 2024, the Group announced the implementation
of its financial restructuring plan and the transfer of control
to France Retail Holdings. The transformation, successfully
implemented during the year, has given rise to a New Casino.
The Group is now refocused on the most promising markets
– convenience, e-commerce and new value-creating activities.
Led by a new Executive Committee, it has unveiled a new
strategic plan called “Renouveau 2028” that lays the foundations
for profitable and sustainable growth, with the aim of becoming
the best of brands in convenience retailing.
12
2024 UNIVERSAL REGISTRATION DOCUMENT – GROUPE CASINO
1
PRESENTATION OF THE GROUP
Group profile
1.1.2
Business model
OUR
HUMAN CAPITAL
•Employees: 25,564
• Franchises and business leases
• Suppliers:
› +4,000 national and international
producers
› Local producers
› Cooperatives
• Consumers: one out of every two
convenience stores in France is a
Casino Group store
OUR STORE NETWORK
7,447 outlets by the end of 2024
including 1,140 integrated stores and
6,307 franchises and business leases
(84.7% of the network):
› Casino, Spar, Vival: 5,541
› Franprix: 1,054
› Monoprix: 625
› Naturalia: 222
Other activities(1): 5
FINANCE
• 2024 gross merchandise volume(2): €12.4bn
• 2024 net sales: €8.5bn
• 2024 Adjusted EBITDA(3): €576m
CSR
Our main commitments through to 2030
• Climate
› 42% reduction in Scopes 1 and 2 carbon
emissions between 2023 and 2030
› 50% renewable energy by 2030
• Society
50% gender parity in management
positions
• Products
20% of the offering classified as
responsible
BUSINESS MODEL
AMBITION
The best of brands in
CONVENIENCE RETAILING
A group of unique
and complementary brands
RESOURCES
STRATEGY
Being the meeting
place for daily food
shopping
Becoming a major
player in quick
meal solutions
Being the leader
in new everyday
services
OUR GROWTH DRIVERS:
> THREE KEY MARKETS
Geographical convenience By being close to where consumers live.
Functional convenience By offering the right product and the right service at
the right time.
Relational convenience By being genuinely attentive to customers.
Emotional convenience Through affinity with common values.
A STRATEGIC PLAN TO RETURN TO
PROFITABLE AND RESPONSIBLE GROWTH
(1) Other activities include 3C Cameroun.
(2) Gross merchandise volume: For convenience brands,
the total value of goods sold by all the integrated and
franchised stores and the e-commerce sites, including
VAT. For Cdiscount, the total value of goods sold by
the Cdiscount group's websites and by independent
Marketplace vendors.
(3) Adjusted EBITDA: Trading profit plus recurring
depreciation and amortisation expense included in
trading profit.
GROUPE CASINO – 2024 UNIVERSAL REGISTRATION DOCUMENT
13
1
PRESENTATION OF THE GROUP
Group profile
FIVE STRATEGIC DRIVERS
For each of our brands,
we are reinventing its
relationship with our
customers, franchisees,
suppliers, partners and
vendors. We want to become
retailers again. We want to
create a truly local ecosystem so
that every interaction is a springboard
for shared growth.
• Improving the online/in-store
shopping experience for our
customers
• Accelerating the success
of our franchisees and
partners
• Contributing to the
development of
our suppliers
Our Group’s renewal is based above
all on our teams. We are developing the
skills and career paths of every individual to
support the collective interest and in turn, the
Group’s growth.
• Supporting the Group’s transformation
• Helping employees grow
• Fostering social innovation
Responsible and socially proactive, our
commitments contribute to the appeal of our
brands. Firm in the believe that profitable and
sustainable growth is possible, our brands have a
role to play in serving our customers and society
at large.
• Inventing a new form of regional cohesion
• Turning our products into the benchmark for good,
healthy eating
• Rolling out effective solutions to safeguard the
environment
Casino Group must
become a force for its
brands and enable them
to regain their investment
capacity.
By pooling, optimising and
strengthening our support
services, the Group will underpin
the performance and growth
of the brands.
• Resuming controlled expansion
• Streamlining the store network
• Pooling skills
• Purchasing in bulk
• Investing in a disciplined
manner
• Cutting costs
Our brands are at the heart of our plan. They are well known
and recognised and offer a one-of-a-kind experience,
which we need to enhance.
• Differentiating and growing in our key markets
• Cultivating each brand’s personality
• Refining each brand’s positioning
• Adapting each brand’s offering
• Becoming the preferred partner for product
innovation
WHAT MAKES
US STRONGER
OUR POWER
AS A GROUP
WHAT MOTIVATES US
OUR SOCIETAL AND
ENVIRONMENTAL
VALUES
WHAT
SETS US APART
THE STRENGTH
OF OUR BRANDS
WHAT
DRIVES US
OUR CULTURE
OF SERVICE
WHAT UNITES US
THE ENERGY OF
OUR PEOPLE
14
2024 UNIVERSAL REGISTRATION DOCUMENT – GROUPE CASINO
1
PRESENTATION OF THE GROUP
Group profile
1.1.3
Key figures
KEY FINANCIAL FIGURES
CONTINUING OPERATIONS
at 31 December 2024
€12.4bn
€8.5bn
€576m
GROSS MERCHANDISE VOLUME(1)
CONSOLIDATED NET SALES
ADJUSTED EBITDA(2)
BREAKDOWN OF NET SALES IN FRANCE
*
Other: Leader Price, RelevanC, 3C Cameroun, Retail Extended Logistics (REL) and Casino Immobilier including Quatrim.
(1)
Gross merchandise volume (GMV): For convenience brands, gross merchandise volume corresponds to the total value of goods sold by all the
integrated and franchised stores and the e-commerce sites, including VAT. For Cdiscount, gross merchandise volume corresponds to the total value
of goods sold by the Cdiscount group's websites and by independent Marketplace vendors.
(2)
Adjusted EBITDA (earnings before interest, taxes, depreciation and amortisation) is defined as trading profit plus recurring depreciation and amortisation
expense included in trading profit. In 2024, it was €576 million, compared with €765 million in 2023 (2023 data have been restated to reflect the
scope of continuing operations at 31 December 2024).
Monoprix
Casino, Spar, Vival
Franprix
Cdiscount
1%
Other*
Naturalia
48%
19%
17%
12%
4%
GROUPE CASINO – 2024 UNIVERSAL REGISTRATION DOCUMENT
15
1
PRESENTATION OF THE GROUP
Group profile
AND NON-FINANCIAL FIGURES
at 31 December 2024
PROPORTION OF
WOMEN MANAGERS(1)
25,564
EMPLOYEES(2)
88%
OF EMPLOYEES
ON PERMANENT CONTRACTS(2)
5.7%
OF EMPLOYEES
WITH
A DISABILITY(2)
-68%
CO2 emissions
IN THE CARBON
FOOTPRINT
SINCE 2015(3)
8,230 tonnes
OF FOOD
DONATIONS
NON-FINANCIAL RATINGS
FTSE4Good
Moody's ESG Solutions
S&P Global
MSCI
4.1/5
69/100
68/100
AA
(1)
2023 data have been restated to reflect the scope of continuing operations at 31 December 2024.
(2)
The France scope includes all brands in operation at 31 December 2024.
(3)
Scopes 1 and 2 (2015 data restated to align with ISO scope and methodology compared with 2024).
2023
2030
objective
2024
46.8%
46.1%
50%
16
2024 UNIVERSAL REGISTRATION DOCUMENT – GROUPE CASINO
1
PRESENTATION OF THE GROUP
Casino Group’s businesses
1.2
CASINO GROUP’S BUSINESSES
1.2.1
Market environment
Casino Group operates in the retail market in France, mainly
in the convenience food and non-food e-commerce segments.
The Group has a leading position in the convenience segment:
• a network of 7,447 outlets, 84.7% of which are operated
under franchise or business lease;
• one out of every two convenience stores in France is a Casino
Group brand store;
• one out of two French households has a Group brand
store in its community.
In the e-commerce market, the Group ranks second in terms
of sales volumes via its subsidiary Cdiscount, the leading
French player in the market:
• an online platform visited by one in three people in France
every month on average;
• strong positions in the household goods categories, especially
electronics and appliances (second place), furniture and
decoration (third place) and DIY (fourth place)(1);
• a marketplace with 17,000 third-party vendors;
• €2.6 billion in gross merchandise volume in 2024.
Market trends
Convenience
The convenience market in France has undergone profound
changes in recent years. For French consumers, the “ideal
store” is one that is convenient, accessible and part of their
daily lives. They want a diverse range of affordable products
that includes local products and branded products, and
they are looking to shop for pleasure. Convenience stores
also provide a host of supplementary services (parcel and
postal pickup, newspapers, second-hand book exchange,
home delivery, etc.) that add to their appeal(2).
These underlying trends are shaping the way consumers
shop: large retail formats are experiencing decreasing sales
volumes, while convenience formats are growing(3). The
increase in the frequency of purchases and in-store traffic
indicates that convenience stores have become part of the
daily shopping experience(3).
Casino Group's business model, through its focus on day-to-
day food shopping, quick meal solutions and everyday
services, responds to these shifting dynamics. The Group is
building on its competitive advantages to strengthen its
leadership in the convenience segment:
• geographic coverage, as France's leading network in terms
of the number of rural and urban convenience outlets;
• stores that support the local economy and are vectors
of social cohesion;
• a relationship of trust with franchisees.
E-commerce
Cdiscount is the French e-commerce leader and the only
European e-retailer to hold such a solid position in its domestic
market. The fast-growing e-commerce sector in France is
characterised by a wide variety of players and a fairly clear
separation between the food and non-food markets.
In this highly competitive environment, price is a decisive
factor for French consumers: 70% actively look for promotions
and 20% only buy when there are special offers(4). Consumers
also pay attention to other criteria, particularly social and
environmental factors, such as Made in France, second-hand
and/or reconditioned products.
The Group fully satisfies consumers’ needs and demands,
thanks to Cdiscount's competitive offering. Every day, the
subsidiary uses artificial intelligence tools to analyse two
million key products and offers them at the best prices,
under the heading “Best price” or “Cheaper than...”(5).
Cdiscount also sells an extensive range of “more responsible”
products, which currently account for roughly 25% of gross
merchandise volume, which has gone up sharply. This offer
reflects Casino Group's strong commitment to CSR with
products that are less energy-consuming, more repairable,
reconditioned, third-party certified or Made in France, or
that use certified materials (wood, textiles, etc.).
1.2.2
Casino Group's portfolio of convenience brands
The Group's activities are based primarily on a portfolio of unique and complementary brands that includes Monoprix,
Franprix, Naturalia, Casino, Spar, Vival and Cdiscount.
At the end of 2024, Casino Group had 7,447 sales outlets, 84.7% of which were under franchise or business lease (vs. 83% at
the end of 2023). The store network was streamlined in 2024, resulting in the closure of 768 unprofitable outlets, the opening
of 266 stores and the conversion of 95 integrated stores to franchises or business leases.
(1)
Percentage of buyers, source: FEVAD.
(2)
Source: ObSoCo.
(3)
Source: NielsenIQ.
(4)
Source: OpinionWay.
(5)
The methodology used by Cdiscount to display these headings is available at https://www.cdiscount.com/
GROUPE CASINO – 2024 UNIVERSAL REGISTRATION DOCUMENT
17
1
PRESENTATION OF THE GROUP
Casino Group’s businesses
Monoprix
Founded in 1932, Monoprix is the leading omni-channel city
centre retailer offering a wide range of food, fashion, home
decoration, beauty and leisure products, all under one roof.
This concept means that all these categories can be found
in the same city centre store.
Its aim is to make finer products accessible to all consumers
by providing a differentiated offering and an array of
innovative services.
Monoprix stands out thank to its own brands, exclusive products
and collaborations with renowned chefs and designers.
These partnerships enable the brand to offer unique, high-
quality products in fashion, home decoration and food.
In 2005, Monoprix launched the Monop’ and Monop’daily
brands, targeting specific segments with practical offers in
high-traffic urban areas.
In 2024, Monoprix opened 26 shops in France and seven
internationally, and strengthened its e-commerce offering.
The redesign of its fashion and home website in February
2024 boosted online sales. As part of the “Renouveau 2028”
strategic plan, Monoprix is planning snacking and takeaway
concepts starting in 2025.
Stores
Franchise rate
Key figure
625
48%
500,000 customers
per day on average
Franprix
Franprix is an urban convenience brand with a strong
culture of innovation. Since its creation in 1958, it has grown
rapidly in the Greater Paris area and in the centre of large
cities in the Rhône Valley and the Mediterranean basin.
Its business model aims to make life easier for city shoppers
via a combination of high-quality food products, food service
solutions and everyday services.
A brand created with and for franchisees, Franprix is backed
by a robust business model and a rigorous selection process.
Franchisees receive training adapted to their individual needs
and a comprehensive support programme, from finding
premises to business development.
The brand is on the front lines of developing new services to
make life easier for its customers. During the 2024 Olympic
Games in Paris, the in-store luggage storage service was a
big success; nearly 11,000 luggage items were stored over
the period.
Franprix introduced the “Oxygène” concept in June 2024 in close
cooperation with franchisees and tailored to the positioning
of each store: “mini”, “complementary” or “traditional”, depending
on the location. The goal is to implement an optimised
sales offer (deeper product range, improved retail space
allocation, differentiated promotional offers) and a customer
experience designed to encourage purchases, with a clearer
in-store path as well as redesigned entrance and checkout
areas to create a more shopper-friendly experience.
The concept was trialled in eight stores in 2024, with very
promising initial results (net sales grew more than 10%).
Franprix is now planning to extend the concept to around
50% of its stores by 2028.
Franprix also carried out a price cutting campaign over the
course of the year: in September 2024, consumer prices
were reduced for 145 best-selling national brand convenience
store products.
Stores
Franchise rate
Key figure
1,054
71%
500,000 customers
per day on average
18
2024 UNIVERSAL REGISTRATION DOCUMENT – GROUPE CASINO
1
PRESENTATION OF THE GROUP
Casino Group’s businesses
Naturalia
Naturalia is a pioneering brand specialising in organic
products founded in 1973. One of the leading players in the
French organic market. The first food retailer to obtain B Corp
certification in France(1), Naturalia stands out for its diverse
offering, promoting healthy eating, food with flavour and
respect for the environment. Ninety-five percent of its range
of 6,000 everyday organic items, including 300 private-label
products, are produced in France.
Naturalia caters to both existing customers and new customers.
It focuses on affordability by way of frozen prices, monthly
promotions and an attractive loyalty programme. Lastly, it
helps promote responsible practices, particularly by refusing
to incorporate products transported by air into its value
chain, by banning products grown in heated greenhouses
and by promoting organic production chains in France.
Naturalia has broadened its appeal to new consumers with
the launch of the “La Ferme” concept, tested in 11 stores.
The brand will continue to roll out the concept in 2025, with
18 new stores converted. The aim of this concept is to better
convey the offer’s benefits and variety, and to support
consumers more effectively by providing more explanations
on the shelves (taste, use and benefits of products). Retail
space is organised around specific consumption moments
(wine cellar, cocktail hour, snack time, etc.) and the stores
are given a warmer atmosphere than traditional organic
outlets. The brand is planning to roll out the concept to around
30% of its stores by 2028.
Stores
Franchise rate
Key figure
222
26%
95%
Made in France products
Casino, Spar, Vival
The Casino, Spar and Vival brands are emblematic of the
Group's commitment to providing sustainable convenience
products aligned with consumer demands.
In November 2024, these three brands launched a joint
loyalty programme: the “coup de pouce” card, which
rewards purchase frequency with 10% cashback on the total
amount spent after every five transactions. The loyalty
programme is also complemented by a calendar of exclusive
promotions and in-store events.
Another concept rolled out at the end of 2024 was
“Nomade”, a Casino grocery van that travels to villages and
town centres where there are no shops. Designed to cover
basic needs, the offer mainly includes Casino products
but also major national brands.
This project is an extension of the “Renouveau 2028” strategic
plan and reaffirms Casino's commitment to a more human
and responsible approach to convenience: facilitating
access to everyday products (functionality), strengthening
social ties (customer relationships) and breathing new life
into local communities (emotional connection).
Casino, Spar and Vival have a combined network of more
than 5,500 stores, 94% of which are franchised. In 2025, the
Group plans to open around 30 new outlets under these
three brands, along with a transfer of integrated stores to
franchises. In addition, a number of key initiatives are
focused on advancing the Group's ambitions in quick meal
solutions, services and innovation: the roll-out of the
“Coeur de Blé” concept, the expansion of in-store services,
and the modernisation of the Spar concept.
(1)
B Corp is an international label for companies that meet the highest standards of social and environmental performance and are committed to a
continuous progress approach. For more information: https://bcorporation.fr/
GROUPE CASINO – 2024 UNIVERSAL REGISTRATION DOCUMENT
19
1
PRESENTATION OF THE GROUP
Casino Group’s businesses
Casino
Casino is the Group's historical brand name. It includes the
Le Petit Casino and Casino Shop formats. Located primarily
in urban areas, Casino is responding to changing consumer
expectations with an enriched offer and extended opening
hours. In addition to selling snacks and private-label products,
the stores provide a differentiated offering (juice machines,
bulk products, etc.) and everyday services.
Spar
Present in 49 countries, the Spar brand is operated by
Casino in France. Capitalising on their international reputation,
Spar outlets are mainly situated in tourist and seasonal areas,
where they enjoy leading positions. The brand gives prominence
to local products and traditional food services, while also
offering additional everyday services, such as newsstands
and postal counters.
Vival
The biggest rural and suburban retailer in terms of number
of outlets, Vival has been operating as a multi-service
convenience store since 1999. Vival stores satisfy their
customers’ day-to-day needs and adapt their opening hours
and offer to their commercial environment. They provide
local and regional products, bread counters, post and parcel
pickup, newspapers, second-hand book exchange and
home delivery. Vival franchisees are small units located
nearest to consumers.
Stores
Franchise rate
Key figures
5,541
94%
75%
of Casino stores located in the south of France
Spar, no.1
in tourist areas
2/3
of Vival stores located in communities
with fewer than 2,000 inhabitants
20
2024 UNIVERSAL REGISTRATION DOCUMENT – GROUPE CASINO
1
PRESENTATION OF THE GROUP
Casino Group’s businesses
Cdiscount
Cdiscount is a popular, positive, committed French brand:
France’s e-commerce champion, defending how customers’
choose to exercise their purchasing power.
The Cdiscount platform offers some 20 million products at
the best prices on the market to nearly 7 million active
customers. In 2024, 17,000 vendors, one-third of which are
French companies, made at least one sale on its marketplace.
Initially dominated by direct first-party sales, the subsidiary
reached critical mass thanks to the ramp-up of its marketplace,
allowing it to adopt a business model focused more on
third-party vendor sales. This shift was a key factor in improving
the subsidiary's profitability. From around a third of the
platform's gross merchandise volume in 2019, the marketplace's
share hit a record 65% in 2024.
Today, the brand is creating new growth drivers by extending
its expertise to B2B customers. It is one of the few European
players to offer a complete support package (sales, logistics,
advertising) through its dedicated subsidiaries:
• Octopia offers a comprehensive, modular marketplace
solution to e-commerce retailers in Europe, Africa and Latin
America; more than 50% of the subsidiary's net sales are
generated internationally;
• C-Logistics, Cdiscount's logistics business, provides order
fulfilment services to over 3,000 marketplace vendors and
delivery management services to physical and third-party
e-commerce retailers. C-Logistics ships 15 million parcels
every year, providing fast, flexible, environmentally friendly
delivery to European destinations;
• Cdiscount Advertising, an integrated advertising unit with
its own retail media platform, enables the brand to develop
a range of sponsored products internally and to offer this
service to its supplier and vendor customers.
In June 2024, Cdiscount unveiled its new brand platform as
part of the fundamental strategic transition already under
way to focus on the marketplace and encourage more
responsible consumption. The new brand platform is built
on three pillars, each of which illustrates Cdiscount's strengths:
• C’EST MOINS CHER (It’s cheaper): increase the purchasing
power of French consumers by offering them hundreds
of thousands of products every day that are more than
10% cheaper than the competition, and highlight this fact
by displaying price comparisons;
• C’EST MALIN (It’s smart): enable French consumers
to satisfy their needs, furnish their homes and deal with
the unexpected, thanks to a four-instalment payment
plan, tailored delivery solutions and a loyalty scheme that
allows them to save money, particularly by cashing in
accumulated savings;
• C’EST ENGAGÉ (It’s committed): help French consumers
consume more responsibly by offering them a choice of
more sustainable products (more repairable, less energy-
consuming, reconditioned, Made in France, made with
quality materials). This more responsible offering currently
accounts for roughly 25% of its gross merchandise volume,
which has gone up sharply.
After the launch of its new brand platform, Cdiscount rolled
out a major media campaign. Sporting the slogan “Des prix
bas qui ont de la voix”, the campaign stressed Cdiscount's
mission of offering a wide range of products at low prices,
while promoting its commitment to support purchasing
power and more responsible consumption.
These initiatives, combined with an improved customer
experience, resulted in an 18% increase in the number of new
customers in the fourth quarter of 2024.
Number of customers
Vendor partners
Key figure
7,000,000
17,000
20,000,000
products
1.2.3
Other businesses
RelevanC
Thanks to the millions of transactions recorded online and
in-store each year for the Monoprix, Franprix, Casino, Spar,
Vival and Naturalia brands, Casino Group has access to
a targeted and high-quality customer database. Since 2017,
RelevanC, its dedicated subsidiary, has developed a data-driven
strategy, establishing itself as a pioneer in this field.
RelevanC’s services and solutions are built on its Data Hub,
which centralises and organises the data collected by
Franprix, Monoprix, Naturalia, Casino, Spar and Vival, whether
from consumer transactions or internal data (logistics,
purchasing, etc.).
GROUPE CASINO – 2024 UNIVERSAL REGISTRATION DOCUMENT
21
1
PRESENTATION OF THE GROUP
Casino Group’s businesses
The data collected in the Data Hub are then used to generate
added value, for example via:
• providing analyses for manufacturers;
• rolling out decision-making tools for brands and the Group's
central purchasing hub;
• marketing advertising space online and in stores;
• developing digital promotion tools (e-catalogues, personalised
promotions).
As part of the “Renouveau 2028” strategic plan, RelevanC
took a new step forward in 2024: in addition to leveraging
data, it now acts as the Group's Data & Digital Office, with
the goal of accelerating use cases and data projects by:
• optimising data governance and management;
• simplifying and prioritising high-impact data projects for
the Group’s brands;
• coordinating a data community to encourage the sharing
of best practices and boost innovation.
Casino Immobilier
With 30 years’ experience and 90 employees, the Casino
Immobilier subsidiary is tasked with managing Casino Group's
real estate activities.
Its three main roles are:
• property management of the Group's real estate portfolio
(valued at €583 million excluding transfer costs) with
significant potential for transformation and value creation;
• management of the rental portfolio of over 1,300 leases
for stores, warehouses and offices leased by the Group;
• development of real estate services for the Group and
third parties (asset management, development, studies
and works, as well as the development of data centres
and self-storage).
In 2024, Casino Group sold assets for a total of €220 million,
which was mainly used to reduce the Group’s net debt to
the noteholders of its subsidiary Quatrim.
As part of the “Renouveau 2028” strategic plan, Casino Immobilier
is working to optimise Casino Group's occupancy costs
while strengthening real estate synergies between brands.
In parallel, Casino Immobilier is stepping up the development
of its real estate services, including the signature of an
agreement with Tikehau for the management of a portfolio
of 26 real estate assets.
AMC
AMC (Achats Marchandises Casino) is Casino Group’s central
purchasing hub. It encompasses the following key functions
across the Group: direct and indirect purchasing, offers
and quality.
AMC's activities consist of:
• selecting the best national brands and private-label
products, thanks to quality products that maximise margins
while respecting the brands’ strategy and the Group’s
CSR commitments;
• ensuring that the defined product offering is “orderable”
by the brands by managing the listing and delisting
of products and suppliers;
• negotiating the best terms for purchases and promotions
of goods for resale (both food and non-food) and goods
not for resale.
In 2024, the central purchasing hub signed a new purchasing
partnership with Intermarché and Auchan within the Aura
Retail alliance, formalising a long-term purchasing partnership
between the three groups for a period of ten years.
The year also saw the reorganisation of AMC’s activities to
maximise purchasing volumes and optimise purchasing
conditions for all the Group’s brands. This new organisation
also helped strengthen the coherence and complementarity
of product ranges by centralising the management of the offer
and coordinating purchasing teams under a single department.
ExtenC
Outside France, businesses are grouped within ExtenC,
a subsidiary which deploys Casino Group brands via
partnerships, franchises, or through supply from the central
purchasing hub. In 2024, more than 87 partners and
400 affiliated stores were supported in 70 regions (Africa,
Indian Ocean, Middle East, Asia and French overseas
departments and regions).
Commercial partnerships are an important development
lever for the Group, contributing to its strategy of growth
and expansion into new markets.
22
2024 UNIVERSAL REGISTRATION DOCUMENT – GROUPE CASINO
1
PRESENTATION OF THE GROUP
Strategy and outlook: “Renouveau 2028”
ExtenC's dedicated team, present in several locations including
an office in Dubai, manages its partners and supports them
at every stage of their development through:
• tailor-made product range proposals to suit customers’
respective markets;
• supply of goods and management of flows, thanks
to dedicated export platforms;
• site feasibility studies, assistance and advice, as well as the
creation of store plans in line with concepts;
• immersive visits of partner teams to the Group’s stores
in France to share business know-how.
In 2024, ExtenC signed a Monoprix franchise agreement
in Egypt and a Géant franchise agreement in Yemen, as well
as a supply agreement for our brands in the Czech Republic.
1.3
STRATEGY AND OUTLOOK: “RENOUVEAU 2028”
In March 2024, Casino Group completed its financial
restructuring, the first essential step in the Group's recovery,
which involved a €1.2 billion capital increase and a change
of control(1). The Group now has a renewed Board of Directors
and a new Executive Committee made up of experienced
members. New operational steering bodies have also been
set up to contribute to business development and ensure close
monitoring of the roll-out of value creation plans at brand level.
In November 2024, Casino Group presented its new strategic
plan, “Renouveau 2028”. Applied across all brands, it sets
out the Group's ambition to become the best of brands
in convenience retailing.
1.3.1
A long-term project in three phases
The strategic plan will be progressively rolled out, in line with a precise timetable, supported by cross-category initiatives.
“Restore”
Q2 2024-Q2 2025
• Financial, managerial and operational restructuring to transform the Group
• A new Executive Committee, made up of seasoned professionals with both retail expertise
and knowledge of the Group
• A reorganisation creating cross-category departments to ensure synergies are implemented
“Recover”
Q3 2025-Q4 2026
• A Group-level efficiency plan
• A streamlined store network for profitable and responsible growth
• A return to financial balance in 2026
“Grow”
Q1 2027-Q4 2028
• A controlled €1.2 billion capex plan
• Rational expansion relaunch
• Growth driver development
CROSS-CATEGORY
> Average annual capex: €300 million
(1)
Transfer of control to France Retail Holdings (FRH), the Consortium's controlling holding company, which was set up by EP Equity Investment III
(EPEI) and F. Marc de la Lacharrière (Fimalac).
2028
2027
2026
2025
2024
Q4
Q3
Q2
Q1
Q4
Q3
Q2
Q1
Q4
Q3
Q2
Q1
Q4
Q3
Q2
Q1
Q4
Q3
Q2
RESTORE
RECOVER
GROW
OPERATIONAL IMPLEMENTATION OF THE PLAN
GROUPE CASINO – 2024 UNIVERSAL REGISTRATION DOCUMENT
23
1
PRESENTATION OF THE GROUP
Strategy and outlook: “Renouveau 2028”
1.3.2
Convenience: a growing market that meets consumer expectations
Casino Group's ambition to become the best of convenience brands is an extension of its history and DNA. The Group is capitalising
on its expertise to position itself on key societal issues connected to convenience.
Convenience: four key dimensions
The notion of convenience is reflected in the Group's strategy
through four dimensions:
• geographical convenience: being close to where consumers
live and easy to get to, which is measured in terms of distance
travelled as well as time and cost (walking, cycling, car, etc.);
• functional convenience: responding to consumer demand
for efficiency (ease, speed, variety, adaptation to needs, etc.)
by offering the right product and the right service at the
right time;
• relational convenience: providing a positive shopping
experience, based on a culture of service and a close
relationship between customer and retailer;
• emotional convenience: creating a strong sense of belonging
and affinity with the common values of the brands and
ensuring that each of them plays an important role in the
daily lives of customers by offering a unique experience.
Convenience: a societal challenge
Consumer expectations are changing. They want stores
that are rooted in their daily lives, that are aligned with their
needs and that play a growing societal role, in rural areas as
well as in cities. Eighty-five percent of French people surveyed
say the word “convenience” has a positive connotation and
88% feel that “convenience stores provide very useful
services for city dwellers and neighbourhoods”.
In France, accessible local services are still inadequate:
21,000 villages have no stores at all.
One-third of the population living in rural areas must travel
an average of 15 kilometres to do their shopping.
The Group's strategy addresses these issues both on a
commercial and a societal level. Convenience stores are an
opportunity to meet consumers' needs while creating
welcoming meeting places for the local community.
Convenience: a major strength for the Group
The Group can leverage a number of competitive advantages
to seize opportunities in this buoyant market:
• geographic coverage, as France's leading network in terms
of the number of rural and urban convenience outlets;
• an optimised supply chain management;
• cost optimisation synergies (purchasing, logistics) at
Group level;
• a trust-based relationship with franchisees;
• stores that contribute to the local economy and are vectors
of social cohesion.
1.3.3
Growth drivers
Casino Group is built on three growth drivers.
1.
Being the meeting place for daily food shopping: offering
a quality product range that meets local needs, working
on the price image with ranges tailored to different
expectations, developing the private-label assortment
and product innovations.
2.
Becoming a major player in quick meal solutions:
particularly in urban areas, offering a range of products
suited to all occasions (breakfast, lunch, snack time, cocktail
hour, etc.) and increasing market share versus fast-food
and takeaway food outlets.
3.
Being the leader in new everyday services: strengthening
our central role in local life and meeting the practical
needs of our customers.
In addition to these three growth drivers, the Group will
continue to focus on the affordable fashion, cosmetics and
decoration markets through its Monoprix brand. It also
intends to continue developing its non-food e-commerce
business with Cdiscount.
24
2024 UNIVERSAL REGISTRATION DOCUMENT – GROUPE CASINO
1
PRESENTATION OF THE GROUP
Strategy and outlook: “Renouveau 2028”
Dedicated performance indicators
The Group will be able to monitor the effectiveness of its strategy for these growth drivers using different indicators for the
B2C and B2B segments.
Performance indicators by category
B2C
B2B
• Growth in net sales by category
• Number of services per store
• Change in the product mix: local products/fresh produce/
private label products/food services
• Franchisee service rate
• Franchisee satisfaction rate (NPS)
• Warehouse loyalty rate
• Franchised stores as a proportion of total stores
• Number of franchisees attracted
• Ratio of logistics costs
1.3.4
Five strategic drivers to return to profitable and sustainable growth
The implementation of Casino Group's transformation is based on five strategic drivers that respond to all the issues faced
by its stakeholders:
1.3.4.1
First positive outcomes of the “Renouveau 2028” strategic plan
The effective completion of the financial restructuring, the
change in governance and the operational implementation
of the “Renouveau 2028” plan made 2024 a year of profound
transformation. By the end of the year, Casino Group had
achieved the first objectives of the plan. While this period
is still shaped by the historical context (see foreword), the
Group's recovery is fully under way.
1.3.4.2
A streamlined store network and an increase in the proportion of franchises
As part of its refocus on local services, the first step in the
operational implementation of the Group's strategic plan
was streamlining its store base. Disposals, which began at
the beginning of 2023, were stepped up in 2024. Since the
beginning of the plan, the Group has sold 427 hypermarkets
and supermarkets, including 366 in 2024.
Casino Group has a profitability-focused approach. In 2024,
this approach resulted in the closure of 768 unprofitable
stores and the opening of 266 stores, 98% of which were
under franchise and business lease.
In the same year, the Group converted 95 integrated stores
to franchises or business leases, bringing the proportion of
franchised or leased outlets to almost 85% (from 83% at the
end of 2023). This expansion of stores under franchise or
business lease is a key element of the “Renouveau 2028”
plan to return profitability to centre stage:
• a systematic analysis to determine the most appropriate
Group brand for each new location;
• creation of a centralised approval committee at Group level,
responsible for opening and/or converting stores, to improve
the partner selection process while offering them a more
competitive value proposition;
• action plan to recover past due receivables from franchisees.
The
strength
of our
brands
A culture
of
service
Our
power
as a
group
The
energy
of our
people
Societal and
environmental
convictions
GROUPE CASINO – 2024 UNIVERSAL REGISTRATION DOCUMENT
25
1
PRESENTATION OF THE GROUP
Strategy and outlook: “Renouveau 2028”
1.3.4.3
Pricing policies and redefinition of the product range structure
All the Group’s brands have invested in pricing for the
benefit of business partners and customers. These initiatives
underpin the growth objectives of the strategic plan in terms
of the B2B and B2C segments.
In 2024, the Group rolled out specific offers for franchisees
to increase the market share of B2B purchases. Several brands
have launched two major waves of price cuts on a selection
of top-selling products: Franprix (145 items), Spar (300 items)
and Vival/Casino (60 items). These price cuts have been
backed up by an in-store promotional campaign.
In order to increase the frequency of B2C purchases, all
convenience brands have cut prices and introduced new loyalty
schemes to support customer purchasing power in 2024.
This was the case for Casino, Spar and Vival, with a joint
programme for all three brands, as well as Monoprix.
At the same time, Casino Group has adjusted the structure
of its product range to adapt it to each type of geographic
market and customer. This has meant expanding local product
ranges, with emphasis on Made in France, in addition to the
range of national brands and private-label products.
In 2024, the convenience brands’ sales of private-label products
rose by 1.4% on a same-store basis (up 2.2% in the fourth quarter),
driving an 88-basis point increase in the private-label products’
share of total sales in 2024 (to 24.8%) and a 123-basis point
increase in the fourth quarter of 2024 (to 26.5%).
The private label strategy has been revised to make the structure
of the various labels simpler and the products more competitive
without compromising on quality. This new private label
offer will be rolled out in 2025 across the Monoprix, Franprix,
Casino, Spar and Vival brands to meet consumer expectations
in each product category (core range, organic, premium,
value line) as well as for pet food, fragrance, personal care
products, spirits, beer and wine.
1.3.4.4
Group-wide cost-cutting measures
A cost-cutting plan with three main focuses is currently
being implemented:
• rationalising head office costs to support brand
competitiveness, by controlling operating budgets and
setting up shared service centres;
• lowering rents, in particular through renegotiation of head
office and store leases. The Group's policy is to negotiate
jointly with lessors and to audit leases in order to identify
rapid optimisation levers. Subletting and/or returning
under-utilised space are also possibilities for optimising
surplus space;
• controlled capex allocation.
In terms of store renovation, priority will be given to the
development potential of each site and to managing the cost
of works per sq.m as part of the deployment of the new
store concepts.
1.3.4.5
Financial objectives of the “Renouveau 2028” strategic plan
Financial objectives associated with the strategic plan
Group gross merchandise volume
~€15bn in 2028
Consolidated net sales excluding tax
2024-2028 CAGR: +0.8%
Efficiency plan
~€600m in cumulative savings over the period from 2025 to 2028
Adjusted EBITDA after lease payments ~€500m in 2028
Gross capex
€1.2bn in cumulative investment over the period from 2025 to 2028
~€300m/year over 2025-2028
Free cash flow before interest expense Balance achieved by 2026
Adjusted EBITDA after lease payments to free cash flow conversion rate before interest
expense: ~50% in 2028
26
2024 UNIVERSAL REGISTRATION DOCUMENT – GROUPE CASINO
1
PRESENTATION OF THE GROUP
Store network
1.4
STORE NETWORK
Number of stores
at 31 December
France – Continuing operations(1)
2023
2024
Monoprix
629
625
o/w Integrated Stores France
338
322
o/w Affiliates/BL
291
303
Naturalia
232
222
o/w Naturalia Integrated Stores France
170
164
o/w Naturalia Affiliates/BL
62
58
Franprix
1,221
1,054
o/w Integrated Stores France
323
306
o/w Franchises/BL France
782
644
o/w International Affiliates(1)
116
104
Casino, Spar, Vival
5,862
5,541
o/w Integrated Stores France
493
348
o/w Franchises/BL France
5,230
5,050
o/w International Affiliates(2)
139
143
Other businesses(3)
5
5
o/w 3C Cameroun
5
5
of which E-commerce
0
0
TOTAL – CONTINUING OPERATIONS
7,949
7,447
The store network has been adjusted to streamline its calculation. The 2023 figures have been restated accordingly.
(1)
International affiliate convenience stores include Leader Price franchises abroad. HM/SM stores in France are presented within discontinued operations.
(2)
International affiliate convenience stores include hypermarket and supermarket affiliates abroad. The six hypermarkets/supermarkets in France
are presented within discontinued operations.
(3)
Other businesses include 3C Cameroun.
Number of stores
at 31 December
Discontinued operations
2023
2024
Géant Casino hypermarkets
58
2
o/w Integrated Stores France
55
0
o/w Franchises France
3
2
Casino Supermarkets
405
18
o/w Integrated Stores France
346
6
o/w Franchises/BL France
59
12
Leader Price
37
2
o/w Integrated Stores France
-
-
o/w Franchises France
-
-
Other businesses
69
0
Other (including Drive locations, home delivery)
69
0
TOTAL – DISCONTINUED OPERATIONS
569
22
BL: business lease.
GROUPE CASINO – 2024 UNIVERSAL REGISTRATION DOCUMENT
27
1
PRESENTATION OF THE GROUP
Simplified legal organisation chart
1.5
SIMPLIFIED LEGAL ORGANISATION CHART
*
Cdiscount is wholly owned by Cnova N.V.
**
See Chapter 2, section 2.2 “Change in the ownership structure of Infinity Advertising”.
France
Netherlands
Poland
Luxembourg
Distribution
Casino France
ExtenC
Franprix Leader
Price Holding
EUROPE
LATIN AND CENTRAL AMERICA
Casino, Guichard-Perrachon
Monoprix
Naturalia France
100%/100%
100%/100%
100%/100%
100%/100%
100%/100%
24%/24%
30%/30%
50%/50%
100%/100%
100%/100%
100%/100%
Cdiscount*
RelevanC
Infinity
Advertising**
100%/98.83%
100%/100%
50%/50%
Achats
Marchandises Casino
(AMC)
Aura Retail Achats
Non Alimentaires
Aura Retail
Private Label
(formerly Auxo Private Label)
Easydis
L’immobilière
Groupe Casino
100%/100%
Casino Re
98.83%/98.83%
Cnova N.V.
100%/100%
Mayland
Real Estate
Brazil
22.54%/22.54%
Compania Brasileira
de Distribuiçao
Auxo Achats
Alimentaires
% control/% interest
Listed company
24%/24%
Aura Retail
International
Non Food Services
28
2024 UNIVERSAL REGISTRATION DOCUMENT – GROUPE CASINO
GROUPE CASINO – 2024 UNIVERSAL REGISTRATION DOCUMENT
29
2
FINANCIAL AND
ACCOUNTING
INFORMATION
Financial highlights
30
Significant events in 2024
31
2.1
Business report
37
2.1.1
Monoprix
38
2.1.2
Naturalia
38
2.1.3
Franprix
38
2.1.4
Casino
39
2.1.5
Cdiscount
39
2.1.6
Other
40
2.1.7
Overview of the consolidated
financial statements
40
2.2
Subsequent events
43
2.3
Parent company information
45
2.3.1
Business
45
2.3.2
Comments on the parent company
financial statements
45
2.3.3
Non-deductible expenses
46
2.4
Subsidiaries and associates
47
2.4.1
Investments made and control
acquired in 2024
47
2.4.2
Shareholder agreements
47
2.4.3
Pledged assets
47
2.4.4
Related-party transactions
48
2.5
Consolidated financial statements
49
2.5.1
Statutory auditors’ report on the
consolidated financial statements
49
2.5.2
Consolidated financial statements
54
2.5.3
Notes to the consolidated financial
statements
60
2.6
Parent company financial
statements for the year ended
31 December 2024
140
2.6.1
Statutory auditors’ report
on the financial statements
140
2.6.2
Parent company financial statements
144
2.6.3
Notes to the parent company financial
statements
147
2.6.4
Five-year financial summary
171
2.6.5
Subsidiaries and associates
172
2.6.6
Statutory Auditors’ Special Report
on regulated agreements
174
30
2024 UNIVERSAL REGISTRATION DOCUMENT – GROUPE CASINO
2
FINANCIAL AND ACCOUNTING INFORMATION
Financial highlights
FINANCIAL HIGHLIGHTS(1)
Casino Group’s key consolidated figures for 2024 were as follows:
(€ millions)
December 2024
December 2023
Movements
vs. 2023
Consolidated net sales
8,474
8,957
-5.4%
Gross margin
2,391
2,578
-7.3%
Adjusted EBITDA(1)
576
765
-24.7%
Net depreciation and amortisation
(625)
(640)
+2.4%
Trading profit (EBIT)
(49)
124
-139.5%
Other operating income and expenses
(772)
(1,157)
33.3%
Net financial expense, o/w:
3,073
(768)
n.m.
Net finance costs
3,253
(582)
n.m.
Other financial income and expenses
(180)
(187)
3.5%
Profit (loss) before tax
2,252
(1,801)
n.m.
Income tax benefit (expense)
(75)
(778)
n.m.
Share of profit (loss) of equity-accounted investees
(7)
2
n.m.
Net profit (loss) from continuing operations
2,169
(2,577)
n.m.
o/w attributable to owners of the parent
2,169
(2,558)
n.m.
o/w attributable to non-controlling interests
0
(19)
n.m.
Net profit (loss) from discontinued operations
(2,529)
(4,551)
n.m.
o/w attributable to owners of the parent
(2,464)
(3,103)
n.m.
o/w attributable to non-controlling interests
(65)
(1,448)
n.m.
Consolidated net profit (loss)
(360)
(7,128)
n.m.
o/w attributable to owners of the parent
(295)
(5,661)
n.m.
o/w attributable to non-controlling interests
(65)
(1,468)
n.m.
(1)
Adjusted EBITDA = Trading profit + recurring amortisation and depreciation expense.
Definitions of the main non-GAAP indicators are available on Casino Group’s website (https://www.groupe-casino.fr/en/
investors/regulated-information/).
(1)
In accordance with IFRS 5 – Non-current Assets Held for Sale and Discontinued Operations, the 2023 and 2024 net sales and earnings of the following
are presented within discontinued operations: Grupo Éxito, GPA, the Casino hypermarket and supermarket segments (including Codim) as part
of the disposal of hypermarkets and supermarkets, and Leader Price operations in France. Consequently, the net sales and results presented relate
solely to the Group’s continuing operations.
GROUPE CASINO – 2024 UNIVERSAL REGISTRATION DOCUMENT
31
2
FINANCIAL AND ACCOUNTING INFORMATION
Significant events in 2024
SIGNIFICANT EVENTS IN 2024
Financial restructuring of the Group
On 27 March 2024, Casino, Guichard-Perrachon completed
the restructuring of its debt, leading to a reduction of €5.1 billion
in consolidated gross debt. This involved carrying out the
final transactions provided for in Casino's safeguard plan
approved by the Paris Commercial Court on 26 February 2024
(the “Accelerated Safeguard Plan”) and the accelerated
safeguard plans of its relevant subsidiaries, also approved
by the Paris Commercial Court on 26 February 2024, as follows:
• a share capital increase of €1.2 billion;
• conversion of €5.2 billion of debt (including TSSDIs and
interest) into equity of €413 million (of which €100 million
nominal amount).
Following the financial restructuring, the amount of reinstated
debt is €2.6 billion (nominal amount) (€711 million Monoprix
RCF, €1,410 million CGP TLB and €491 million in Quatrim notes),
€2.5 billion at fair value.
With its new financial structure, new capital and a new strategy
refocused on convenience retail, Casino Group intends to return
to growth by building on its local roots and strengthening
its franchise model (see section 2.5.3 Note 2).
Impacts on the Company's governance
As part of the Group’s financial restructuring in accordance
with the Accelerated Safeguard Plan approved by the
Paris Commercial Court on 26 February 2024, the governance
of the Company was adapted with effect from the restructuring
completion date on 27 March 2024. The governance changes
reflect the new ownership structure and change of control
of Casino, which is now controlled by France Retail Holdings
S.à.r.l., and ultimately by Daniel Křetínský.
Substantially all members of the Board of Directors have been
replaced, and the functions of Chairman of the Board of
Directors and Chief Executive Officer have been separated, with:
• Laurent Pietraszewski, Independent Director, appointed
as Chairman of the Board of Directors; and
• Philippe Palazzi appointed as Chief Executive Officer
and Director.
The Board of Directors is supported by four Specialised
Committees:
• the Strategy Committee;
• the Audit Committee;
• the Appointments and Compensation Committee;
• the Governance and Social Responsibility Committee.
On 14 November 2024, the Group unveiled a strategic
plan called “Renouveau 2028”, setting out a roadmap for
the sustainable growth of the New Casino, refocused
on convenience.
Vote on the draft accelerated safeguard plans (11 January 2024)
The classes of parties affected were called to vote on the
draft accelerated safeguard plan for the Company and
certain of its subsidiaries(1):
(i) remotely for the classes of creditors between 21 December
2023 and 10 January 2024, and (ii) remotely between the same
dates or at a physical meeting on 11 January 2024 at the
Maison de la Mutualité for the class of Company shareholders.
On 11 January 2024, the court-appointed receivers transmitted
to Casino Group the results of the vote of all classes of affected
parties on the draft accelerated safeguard plans, the details
of which are set out in the press release of 12 January 2024.
Of the Company’s seven classes of affected parties, six approved
the draft accelerated safeguard plan by the required majority
(more than two‑thirds) and Casino’s sole Class 5 creditor
(GPA under a guarantee granted in its favour) abstained from
voting on the Company’s draft accelerated safeguard plan.
The draft accelerated safeguard plans were approved by
the required majority of the 17 classes of affected parties
related to the subsidiaries concerned, i.e., more than two‑thirds.
Casino Participation France’s sole Class 2 creditor (GreenYellow
Holding under a guarantee granted in its favour), voted
against the adoption of Casino Participations France's draft
accelerated safeguard plan.
(1)
Casino Finance, Distribution Casino France, Casino Participations France, Quatrim, Segisor and Monoprix SAS.
32
2024 UNIVERSAL REGISTRATION DOCUMENT – GROUPE CASINO
2
FINANCIAL AND ACCOUNTING INFORMATION
Significant events in 2024
Approval of the Accelerated Safeguard Plans (26 February 2024)
1.
Draft plans for the Company and CPF
The draft accelerated safeguard plans for the Company and
CPF having been approved by the required majority of all
the classes of affected parties, with the exception of one
class, the Company and CPF applied to the Paris Commercial
Court on 1 February 2024 to have their respective accelerated
safeguard plans approved by using the mechanism forcing
any dissenting classes to accept the plan. The Court approved
these plans on 26 February 2024.
2.
Other draft accelerated safeguard plans
The draft accelerated safeguard plans of the other Group
companies having been approved by the required majority
of all classes of affected parties, the companies concerned
applied to the Paris Commercial Court on 1 February 2024
for approval of their accelerated safeguard plans. The Court
approved these plans on 26 February 2024.
Implementation of the steps set out in the Accelerated Safeguard Plan (27 March 2024)
All of the transactions provided for in the accelerated safeguard plans of Casino Group and its relevant subsidiaries approved
by the Paris Commercial Court on 26 February 2024 were implemented on 27 March 2024.
Employment protection plans
On 24 April 2024, the Casino Group launched a plan
to reorganise its business following the sale of its hypermarkets
and supermarkets, with 3,230 jobs expected to be eliminated.
Employment protection plan (EPP) agreements were negotiated
and signed with the trade unions in the seven companies
concerned and have been validated by the authorities.
The EPPs are currently being implemented and around
90% of the employees whose jobs are being eliminated
were notified in December 2024. The number of layoffs will
be significantly lower than the number of jobs that are
eliminated thanks to voluntary redundancy and in-placement
schemes (almost 1,200 new or existing vacancies have been
opened up for internal redeployment). Natural attrition
(retirement, etc.) in recent months has also reduced the
number of actual redundancies. The Group's objective is to
limit forced redundancies.
The Group points out that a provision for restructuring was
recorded in the 2024 interim consolidated financial
statements in line with the decision taken by the Board of
Directors on 24 April 2024, to cover the estimated costs
associated with the EPPs. These costs form an integral part
of the expenses relating to discontinued HM/SM (hypermarkets
and supermarkets) activities.
Reverse stock split and share capital reduction
Casino carried out reverse stock split transactions between
14 May and 13 June 2024, exchanging 100 existing shares for
1 new share. The reverse stock split transactions involved
39,574,044,429 existing shares with a par value of €0.01 each,
resulting in a share capital comprised of 395,740,444 new
shares with a par value of €1.00 each.
Following the reverse stock split, Casino launched a share
capital reduction on 14 June 2024 by reducing the par value
of the shares issued from €1.00 to €0.01 per share. Accordingly,
following the share capital reduction on 14 June 2024,
Casino’s share capital consisted of 395,740,444 shares with
a par value of €0.01 each.
At 30 June 2024, Casino’s share capital amounted to
400,939,713 shares with a par value of €0.01 each, after the
creation of new shares following the exercise of the warrants
in June. Reverse stock splits of this kind are common following
a financial restructuring, and help to reduce the number
of shares in circulation and the volatility of the share price.
The technical adjustments are purely mathematical and
have no impact on the value of Casino shares held by
each shareholder.
Changes in governance at Monoprix and Naturalia
On 24 September 2024, as part of the implementation of
the Group's transformation plan, a new governance structure
was adopted for Monoprix and Naturalia in the interests of
strategic and operating consistency:
• Philippe Palazzi, Chief Executive Officer of Casino Group,
was appointed Chairman of Monoprix and Naturalia;
• Alfred Hawawini, previously Casino Group’s Transformation
and Strategy Director, was appointed Chief Executive
Officer of Monoprix;
• Richard Jolivet, Chief Executive Officer of Naturalia, now
reports directly to Philippe Palazzi, marking Naturalia's
elevation to the same rank as the Group's other brands.
GROUPE CASINO – 2024 UNIVERSAL REGISTRATION DOCUMENT
33
2
FINANCIAL AND ACCOUNTING INFORMATION
Significant events in 2024
Cnova share buyout proceedings
On 17 October 2024, the Group announced that it had
initiated statutory buyout proceedings (uitkoopprocedure),
in accordance with Article 2:92a of the Dutch Civil Code
(“DCC”), with the Enterprise Chamber of the Court of Appeal
in Amsterdam, the Netherlands (the “Enterprise Chamber”),
for the purpose of acquiring all issued shares in Cnova N.V.
(“Cnova”). The statutory buyout followed the judgement
that FRH and Casino received from the Enterprise Chamber
on 20 June 2024, granting FRH an exemption from making
a mandatory tender offer. This exemption was subject
to the condition that Casino would, within four months
of the judgement, initiate statutory buyout proceedings
(uitkoopprocedure) in accordance with Article 2:92a of the
DCC. In the press release announcing the statutory buyout,
Casino also made reference to the press release dated
21 June 2024.
In the buyout proceedings, Casino requested the Enterprise
Chamber to implement the transfer of the Cnova shares held
by the minority shareholders of Cnova to Casino, for a buyout
price of €0.09 per share (or for a higher price which would
be determined by the Enterprise Chamber), plus statutory
interest as from 30 June 2024. Eight Advisory, valorisation
expert, was appointed in the context of the buyout
proceedings and prepared a valuation report confirming
the buyout price of €0.09.
Casino holds 341,175,496 Cnova shares, directly and indirectly
(including treasury shares), representing 98.83% of Cnova’s
capital and voting rights. The 4,034,902 shares held by
minority shareholders and subject to the statutory buyout
proceedings represent 1.17% of Cnova's share capital. Casino
indicated that if its request were granted by the Enterprise
Chamber and the statutory buyout were implemented and
completed, Casino would consider applying to delist Cnova
shares from Euronext Paris. The proceedings were approved
on 11 February 2025 (see section 2.2).
“Renouveau 2028” strategic plan
On 14 November 2024, the Group unveiled a strategic plan
called “Renouveau 2028”, with the aim of becoming the
best of brands in convenience retailing.
The plan is based on growth drivers that respond to three
key markets:
• day-to-day food shopping;
• quick meal solutions;
• new everyday services.
Casino Group will get the transformation under way
by activating five strategic drivers:
• the strength of its brands;
• its culture of service;
• its strength as a group;
• the energy of its people;
• its societal and environmental values.
The different drivers described in the 2028 strategic plan
are designed to put Casino Group back on track to deliver
profitable and sustainable growth (see Chapter 1, section 1.3
“Strategy and outlook: “Renouveau 2028””).
Transfer by Trinity of its shares in France Retail Holdings to EPEI III
Casino
announced
that
it
had
been
informed
on
19 November 2024 of the signing of a share purchase
agreement by which Trinity Investments Designated
Activity
Company,
whose
management
company
is
Attestor Limited (“Trinity”), was to transfer to EP Equity
Investment III (“EPEI”) its 7.65% stake in France Retail
Holdings S.à.r.l., then holding 53.04% of the share capital of
Casino. It would not have an impact on the allocation of the
share capital and voting rights of Casino, which would
remain ultimately controlled by Daniel Křetínský. As a result
of this transfer, Trinity would cease to act in concert with
EPEI and F. Marc de Lacharrière (Fimalac) vis-à-vis Casino
and
would
lose
its
rights
under
the
shareholders'
agreement, to which Trinity would no longer be a party.
Thomas Doerane would thus resign from his position as
Non-Voting Director on the Board of Directors and Strategy
Committee of Casino as of the closing date of the disposal.
Casino pointed out at the time that Trinity directly held
10.05% of Casino’s share capital and that the transfer would
take place no later than 30 June 2025, subject to approval
by the relevant regulatory authorities.
The transfer took place on 11 February 2025 (see section 2.2).
34
2024 UNIVERSAL REGISTRATION DOCUMENT – GROUPE CASINO
2
FINANCIAL AND ACCOUNTING INFORMATION
Significant events in 2024
Asset disposals
Sale of Casino hypermarkets and supermarkets
Agreements with Auchan Retail and
Groupement Les Mousquetaires for the sale
of 288 Casino hypermarkets and supermarkets
On 24 January 2024, Casino Group announced that it
had signed agreements with Auchan Retail France(1) and
Groupement Les Mousquetaires(2).
The agreements provided for the sale of 288 stores (and
their adjoining service stations), based on an enterprise
value of between €1.3 billion and €1.35 billion. The sale
transactions to Auchan and Groupement Les Mousquetaires
constitute an indivisible whole.
Agreements with Carrefour for the sale
of 25 Casino hypermarkets and supermarkets
Pursuant to the memorandum of understanding entered
into with Groupement Les Mousquetaires on 24 January 2024,
Casino Group announced on 8 February 2024 that it had
entered into agreements with Carrefour(3) providing for the
acquisition of 25 stores (and their adjoining service stations),
which were initially supposed to be acquired by Groupement
Les Mousquetaires.
The disposal plan was implemented as of the second quarter
of 2024, after consultation with the relevant employee
representative bodies.
The transactions were also subject to obtaining:
• all the usual authorisations required for the transfer of stores
or service stations; and
• the necessary merger control authorisations from the relevant
competition authorities, or the decisions of the relevant
competition authorities granting a waiver with suspensive
effect of the merger control procedure.
The agreements provided for the transfer of stores (and
their adjoining service stations) in three successive waves:
on 30 April 2024, 31 May 2024 and 1 July 2024.
In accordance with the agreements signed on 24 January 2024,
Casino Group announced:
• on 30 April 2024, the sale of 121 stores to Groupement
Les Mousquetaires, Auchan Retail France and Carrefour;
• on 31 May 2024, the sale of 90 stores to Groupement
Les Mousquetaires and Auchan Retail France;
• on 2 July 2024, the sale of 66 stores to Groupement
Les Mousquetaires and Auchan Retail France.
Agreements with the Rocca group for the sale
of 18 stores in Corsica
On 22 June 2024, Casino Group signed a unilateral purchase
agreement with the Rocca group with a view to sell Codim 2,
which operates four hypermarkets, nine supermarkets,
three cash & carry stores and two Drive locations in Corsica,
with net sales (excluding taxes) of €332 million in 2023.
On 1 October, Casino Group finalised the sale to the Rocca
group, following consultation with employee representative
bodies and approval by the relevant competition authorities.
Casino Group completed the sale to the Rocca group on
1 October. The 18 stores operating in Corsica (four hypermarkets,
nine supermarkets, three cash & carry stores and two Drive
locations) now operate under the Auchan banner. Casino
Group continues to operate the Vival, Spar and Casino brands
in Corsica through its convenience stores.
Hypermarket and supermarket disposals in 2024
In 2024, the Group sold 366 stores:
• sale of 277 stores to Groupement Les Mousquetaires,
Auchan Retail France and Carrefour, in accordance with
the agreements signed on 24 January and 8 February 2024;
• sale to Groupement Les Mousquetaires of the remaining
51% controlling interest in 65 stores, already 49% owned
by Groupement les Mousquetaires since 30 September
2023, in accordance with the agreements signed on
26 May 2023:
• 1 July 2024: sale of its residual 51% controlling interest in
five hypermarkets,
• 30 September 2024: sale of its residual 51% controlling
interest in 60 stores (one hypermarket, 48 supermarkets
and 11 Franprix/Leader Price/Casino stores);
• sale of four supermarkets on 30 September 2024, now
under the Super U and Lidl banners;
• sale of 100% of Codim 2 to the Rocca Group on 1 October
in accordance with the agreements announced on
22 June 2024. Codim 2 operated 18 stores in Corsica (four
hypermarkets, nine supermarkets, three cash & carry
stores and two Drive locations). The Rocca group has
taken over all the stores, which now operate under the
Auchan banner. Casino Group continues to operate the
Vival, Spar and Casino brands in Corsica through its
convenience stores;
• sale of two supermarkets in October and November,
including one store converted to the Triangle banner and
another sold to Carrefour.
At 31 December 2024, substantially all hypermarket and
supermarket activity had been discontinued. The last two
supermarkets operated by the Group are due to be sold in
the first quarter of 2025.
Total proceeds received in 2024 from the hypermarket
and supermarket disposals amounted to €1,773 million
(not including the €135 million advance received in 2023).
The net impact of discontinuing hypermarket and supermarket
operations on the Group's cash position in 2024 was therefore
a positive €245 million after taking into account the negative
€641 million from the unwinding of working capital.
At 31 December 2024, the remaining net cash outflow in
respect of these businesses was estimated at €500 million,
mainly comprising (i) €250 million in employment protection
plan costs and (ii) €150 million in contract termination costs.
(1)
Unilateral purchase agreement.
(2)
A memorandum of understanding (including an attached proposed purchase agreement).
(3)
Unilateral purchase agreement.
GROUPE CASINO – 2024 UNIVERSAL REGISTRATION DOCUMENT
35
2
FINANCIAL AND ACCOUNTING INFORMATION
Significant events in 2024
Real estate disposals
The Group sold €220 million of real estate assets in 2024,
including €219 million through Quatrim and its subsidiaries.
Sale of a real estate portfolio of 30 assets
to Tikehau Capital
On 28 June 2024, Casino Group signed a binding agreement
with Tikehau Capital for the sale, in the second half of 2024
of a real estate portfolio of 30 assets, consisting of hypermarket
and supermarket premises leased to Casino, Intermarché,
Carrefour and Auchan, as well as adjoining lots within these
assets, some of which have real estate development potential.
On 26 September, Casino Group announced that it had
finalised the sale of 26 of these assets for a net selling price
of over €201 million, excluding subsequent earnouts.
The global portfolio consists of hypermarket and supermarket
premises leased to Casino, Intermarché, Carrefour and Auchan,
as well as ancillary lots within these real estate complexes,
some of which offer real estate development potential.
Tikehau Capital has entrusted the management of these
property assets to Casino Group for a period of five years.
In addition, the Group completed other real estate disposals
during the year for a total of €19 million, including €18 million
through Quatrim and its subsidiaries.
The net proceeds of the sale were used to reduce Casino
Group’s debt toward the noteholders of its subsidiary Quatrim,
in line with applicable documentation.
The proceeds of the sales carried out through Quatrim and
its subsidiaries were used to reduce Casino Group’s debt
toward the bondholders of its subsidiary Quatrim, in line
with applicable financial documentation. The nominal value
of the Quatrim secured debt was reduced to €300 million
at end-2024.
Sale to Groupement Les Mousquetaires
of a real estate portfolio of 69 assets
On 3 December 2024, Casino Group signed a binding
agreement for the sale to Groupement Les Mousquetaires
of a portfolio of 69 real estate assets, consisting mainly of
car parks, service stations, supermarket premises and
ancillary lots adjoining stores now operated by Groupement
Les Mousquetaires. Payment of the sale price of €77 million
was scheduled for the first half of 2025. The transaction will
reduce Casino Group’s debt to the noteholders of its
subsidiary Quatrim.
Sale to Icade of a real estate portfolio of 11 assets
On 30 December 2024, Casino Group signed a binding
agreement to sell a portfolio of 11 real estate assets to Icade
Promotion for a selling price of €50 million. The portfolio
consists of car parks, undeveloped land, premises and
ancillary plots adjoining third-party operated stores, all with
conversion potential. Casino Group and Icade Promotion
also simultaneously signed a four-year agreement for the
management of some of the properties in the portfolio
by Casino Immobilier. In addition, the agreements also
provide for Casino Group to potentially acquire a stake
in certain companies that will manage Icade’s property
development projects.
The two transactions will reduce Casino Group’s debt toward
the noteholders of its subsidiary Quatrim.
GreenYellow
On 28 May 2024, Casino Group announced that it had completed the sale of its residual 10.15% stake in GreenYellow to Ardian
and Bpifrance for net cash inflow of €45 million(1). Following this transaction, Casino Group no longer holds any stake in the
capital of GreenYellow.
Loss of control
Grupo Éxito
As part of the tender offers launched in the United States
and Colombia by the Calleja group for the share capital of
Grupo Éxito, on 26 January 2024, Casino Group announced
the completion of the sale of its direct 34.05% stake.
GPA also tendered its 13.31% stake in Grupo Éxito to the sale.
Following these transactions, the Calleja group acquired
86.84% of Grupo Éxito’s share capital.
Casino Group collected gross proceeds of USD 400 million
from this transaction (corresponding to €367 million(2)),
while GPA received gross proceeds of USD 156 million.
At 31 December 2024, neither Casino Group nor GPA held
any interest in Grupo Éxito.
(1)
€45 million net of expenses.
(2)
Based on a USD/EUR exchange rate of 1.0905 at 24 January 2024 (ECB).
36
2024 UNIVERSAL REGISTRATION DOCUMENT – GROUPE CASINO
2
FINANCIAL AND ACCOUNTING INFORMATION
Significant events in 2024
GPA
On 11 January 2024, the election of new members of the
Board of Directors and the appointment of a new Chairman
were approved by the Extraordinary General Meeting of the
shareholders of Grupo Pào de Açucar (GPA). This change of
governance followed a capital increase of BRL 704 million
(approximately €130 million) announced by the Group on
11 December 2023 and completed on 14 March 2024, the
date on which Casino Group lost control. On completion of
this transaction, the Group held 22.5% of the capital of GPA,
accounted for by the equity method.
Group
Purchasing partnership: Aura Retail
On 23 September 2024, Intermarché, Auchan and Casino
Group signed a long-term purchasing partnership with the
creation of the Aura Retail alliance, offering purchasing
partnerships between the three groups for a period of
10 years. It will enable the retailers to forge and sustain long-
term partnerships with farming communities and product
manufacturers across France. The alliance is also expected
to align with the shared commitment to safeguard France’s
food sovereignty, strengthen each banner’s proprietary
networks and conduct price negotiations with major
manufacturers. The partnership will be forged in strict
compliance with applicable competition law and regulations.
Each of the partners will remain completely independent
in terms of marketing, pricing and promotions, as well as in
the expansion of their store bases.
Partnership renewed with the Sherpa Cooperative
On 8 July 2024, Casino Group and the Sherpa Cooperative
announced the renewal of their partnership to supply the
119 food stores in the Sherpa network, which is the retail
benchmark in mountain regions. This renewal is a continuation
of the partnership that has linked the two banners since 2009.
The supply contract includes providing cooperative members
with a wide range of products and ensuring quality delivery
to stores. The contract will take effect from 1 October 2024.
Partnership renewed with TotalEnergies
On 25 July 2024, Casino Group and TotalEnergies announced the renewal of their partnership for supplying more than 1,000 service
stations in France. The new agreement, consolidating a partnership of over 20 years between the two companies, came into
force on 1 October 2024 for a duration of five years(1).
End of the purchasing partnership for technical goods: Sirius Achats
On 24 April 2024, Casino announced the end of its purchasing
partnership for technical goods. After almost two years, BUT,
Conforama, MDA Company, Casino Group and Intermarché
decided, in accordance with the terms of their agreements,
to terminate their central purchasing hub Sirius Achats
with effect from 15 June 2024.
International
Monoprix expands in Egypt
On 3 December 2024, Monoprix announced that it had forged an alliance with local franchise partner TMT For Food and Beverages,
to expand its presence in Egypt. The first stores are due to open in 2025.
(1)
Three-year contract, renewable for two years.
GROUPE CASINO – 2024 UNIVERSAL REGISTRATION DOCUMENT
37
2
FINANCIAL AND ACCOUNTING INFORMATION
Business report
2.1
BUSINESS REPORT
The comments in the Annual Financial Report reflect
comparisons with 2023 results from continuing operations.
In accordance with IFRS 5, the earnings of the following
businesses are presented within discontinued operations
for 2024 and 2023:
• Grupo Éxito: in connection with the tender offers launched
in the United States and Colombia by the Calleja group
for Grupo Éxito, Casino Group completed the sale of its
entire 47.36% stake on 26 January 2024 (including a 13.31%
indirect stake via GPA).
• GPA: the BRL 704 million capital increase was completed
on 14 March 2024, the date on which Casino Group lost
control. On completion of this transaction, the Group
held 22.5% of the capital of GPA, accounted for by the
equity method.
• Casino hypermarkets and supermarkets (including Codim)
as part of hypermarket and supermarket disposals.
• Leader Price operations in France.
Main changes in the scope of continuing operations
Sale of Carya (Cdiscount) on 31 December 2023.
Sale of five integrated Casino convenience stores to Groupement
Les Mousquetaires in September 2023.
Sale of various Monoprix stores in 2023 and closure of various
Monop’Station stores in 2024.
Sale of the remaining interest in GreenYellow in May 2024.
Continuing operations
(€ millions)
2024
2023
Change
Net sales
8,474
8,957
-5.4% total change
-2.6% same-store change(1)
Gross merchandise volume(2)
12,459
12,865
-3.2%
Adjusted EBITDA(3)
576
765
-24.7%
Adjusted EBITDA after lease payments(4)
111
320
-65.2%
Trading profit(5)
(49)
124
n.m.
Net profit (loss), attributable to owners of the parent
(continuing operations)
2,169
(2,558)
Specific financial income
linked to financial restructuring
for €3.5 billion and asset
impairment losses for
€602 million
Net profit (loss), attributable to owners of the parent
(discontinued operations)
(2,464)
(3,103)
Effect of the loss of control
of GPA and the disposal of
Éxito, including recycling
of translation reserves
NET PROFIT (LOSS), ATTRIBUTABLE TO OWNERS
OF THE PARENT
(CONTINUING AND DISCONTINUED OPERATIONS)
(295)
(5,661)
N.M.
(1)
Same-store growth: same-store net sales include e-commerce sales and sales of merchandise excluding fuel from stores open for at least
12 months. The figure is calculated at constant exchange rates excluding calendar effects.
(2)
Gross merchandise volume (GMV): for convenience brands, gross merchandise volume corresponds to the total value of goods sold by all the
integrated and franchised stores and the e-commerce sites, including VAT. For Cdiscount, gross merchandise volume corresponds to the total
value of goods sold by the Cdiscount group's websites and by independent Marketplace vendors.
(3)
Adjusted EBITDA (earnings before interest, taxes, depreciation and amortisation) is defined as trading profit plus recurring depreciation and
amortisation expense included in trading profit.
(4)
Adjusted EBITDA after lease payments is defined as trading profit plus recurring depreciation and amortisation less lease payments (including
lease payments where the underlying asset has suffered a prolonged decline in value, previously recorded under “Other repayments” in the
statement of cash flows).
(5)
Trading profit (EBIT) is defined as operating profit before (i) items which, by definition, are not included in an assessment of a business unit’s
recurring operating performance, such as gains and losses on disposals of non-current assets, impairment losses on non-current assets, and
income/expenses related to changes in the scope of consolidation and (ii) non-recurring items that would distort analyses of the Group’s recurring
profitability, (they are defined as significant items of income and expense that are limited in number, unusual or abnormal, whose occurrence is
rare. Examples include restructuring costs and provisions and expenses for litigation and risks).
38
2024 UNIVERSAL REGISTRATION DOCUMENT – GROUPE CASINO
2
FINANCIAL AND ACCOUNTING INFORMATION
Business report
2.1.1
Monoprix
(€ millions)
2024
2023
Net sales
4,034
4,047
Adjusted EBITDA
383
452
Adjusted EBITDA margin
9.4%
11%
Adjusted EBITDA after lease payments
118
207
Trading profit
73
148
Trading margin
1.8%
3.7%
Monoprix reported net sales of €4,034 million in 2024,
stable on a same-store basis compared with 2023, still
driven by the strong momentum of the Monop’ banner and
growth in non-food sales, both in stores and via e-commerce,
thanks in particular to the redesign of the Fashion & Home
website in February 2024. The fourth quarter was impacted
by (i) a high basis of comparison in 2023, when the Rugby
World Cup was held in France, and (ii) a lower total value of
holiday product sales at the end of the year due to
consumers switching to lower-priced alternatives.
Adjusted EBITDA for Monoprix was €383 million, down
15.3%, reflecting a margin of 9.4% (down 164 basis points),
mainly affected by (i) non-recurring expenses of €36 million
in 2023 (non-renewal of sponsorship credits in 2024, termination
of the Getir/Gorillas contract in the third quarter of 2023),
(ii) a negative volume effect (€7 million), (iii) an increase in costs
(including €21 million in property leases).
Adjusted EBITDA after lease payments came to €118 million.
Monoprix’s trading profit amounted to €73 million
(€148 million in 2023).
2.1.2
Naturalia
(€ millions)
2024
2023
Net sales
298
291
Adjusted EBITDA
14
7
Adjusted EBITDA margin
4.7%
2.3%
Adjusted EBITDA after lease payments
(3)
(10)
Trading profit (loss)
(8)
(18)
Trading margin
-2.7%
-6%
Naturalia reported net sales of €298 million in 2024
(same‑store net sales growth of 4.7% for the year), driven in
particular by the success of the “La Ferme” concept, with
double-digit growth recorded in the converted stores (nine
stores had been converted by the end of 2024). The brand
continued to benefit from robust growth in customer traffic
(up 5.8% over the year) and a loyal customer base (with 73%
of net sales generated by loyalty card holders).
Naturalia’s adjusted EBITDA was €14 million (€7 million in 2023),
with a 4.7% EBITDA margin (up 237 bps).
Adjusted EBITDA after lease payments was a negative
€3 million.
Naturalia’s trading profit came out at a loss of €8 million,
but was up by €10 million.
2.1.3
Franprix
(€ millions)
2024
2023
Net sales, excluding tax(1)
1,578
1,667
Adjusted EBITDA
113
155
Adjusted EBITDA margin
7.1%
9.2%
Adjusted EBITDA after lease payments
29
76
Trading profit
8
54
Trading margin
0.5%
3.2%
(1)
A change in the allocation of net sales was carried out starting in first-quarter 2024, consisting of allocating all ExtenC net sales (including the
Group's international activities previously presented in the “Other” segment) to the “Casino” and “Franprix” segments. This reallocation stems from
a move to present net sales by brand (and no longer by format) in line with the Group’s new operational management methods. Data for 2023
have been adjusted accordingly to facilitate comparisons.
GROUPE CASINO – 2024 UNIVERSAL REGISTRATION DOCUMENT
39
2
FINANCIAL AND ACCOUNTING INFORMATION
Business report
Franprix reported net sales of €1,578 million in 2024, down
0.5% over the year, impacted by the performance in the
third and fourth quarters of 2024 (price cuts in September
2024 and non-renewal of sales promotions). However, in
June 2024, the new “Oxygène” concept was launched,
which saw pilot stores reporting improved results. The roll‑out
of the “Oxygène” concept should accelerate over 2025,
reaching 50% of Franprix’s store network by 2028.
Adjusted EBITDA for Franprix was €113 million, down 27%,
reflecting a margin of 7.1% (down 210 bps), mainly affected
by (i) non-recurring expenses in 2023 of €11 million,
(ii) impairment losses recognised on receivables from franchises
as a result of past expansion (€8 million), (ii) an unfavourable
margin mix (€7 million) impacted in particular by price
cuts, (iii) a negative volume effect (€7 million).
Adjusted EBITDA after lease payments came to €29 million.
Trading profit amounted to €8 million (€54 million in 2023).
2.1.4
Casino
(€ millions)
2024
2023
Net sales, excluding tax(1)
1,414
1,568
Adjusted EBITDA
47
72
Adjusted EBITDA margin
3.2%
4.3%
Adjusted EBITDA after lease payments
4
28
Trading profit (loss)
(20)
(2)
Trading margin
-1.4%
-0.1%
(1)
A change in the allocation of net sales was carried out starting in first-quarter 2024, consisting of allocating all ExtenC net sales (including the
Group's international activities previously presented in the “Other” segment) to the “Casino” and “Franprix” segments. This reallocation stems from
a move to present net sales by brand (and no longer by format) in line with the Group’s new operational management methods. Data for 2023
have been adjusted accordingly to facilitate comparisons.
In 2024, net sales for Casino brands (Casino, Vival, Spar)
represented €1,414 million, down 3.6% on a same-store basis
vs. 2023 but improving sequentially over 2024. As a result of
the sale of hypermarkets and supermarkets, the year was
marked by an overhaul of the logistics organisation, which
had an impact on product ranges. The DCF logistics
overhaul has now been completed, leading to a lasting
return to industry-standard service levels(1) for distributors of
private-label and value line products (>90%) at end-2024.
Adjusted EBITDA amounted to €47 million, reflecting
a margin of 3.2% (down 115 bps), largely affected by the
additional logistics costs arising from the sale of hypermarkets
and supermarkets.
Adjusted EBITDA after lease payments was €4 million.
Trading profit came out at a negative €20 million.
2.1.5
Cdiscount
(€ millions)
2024
2023
Net sales
1,034
1,235
Adjusted EBITDA
71
83
Adjusted EBITDA margin
6.9%
6.7%
Adjusted EBITDA after lease payments
38
48
Trading profit (loss)
(18)
(12)
Trading margin
-1.7%
-1.0%
In 2024, Cdiscount reported net sales of €1,034 million,
down 12.5% on a same-store basis. The highlight of the year
was the return to growth in overall same-store GMV(2)
following two years of transformation, linked to the reduction
in unprofitable direct sales in favour of developing services
(Marketplace, advertising, B2C services and B2B activities).
Marketplace GMV(3) reached 65% of product GMV over the year,
up 3.2% on 2023, with a steady sequential improvement
(down 4% in the first quarter, down 2% in the second quarter,
up 8% in the third quarter and up 9% in the fourth quarter).
Adjusted EBITDA came to €71 million (down 13.9%), reflecting
a 19-basis point increase in the margin (to 6.9%). This was
impacted by higher marketing costs linked to the relaunch
strategy in the third quarter.
Adjusted EBITDA after lease payments came to €38 million.
Trading profit came out at a loss of €18 million (down
€6 million vs. 2023).
(1)
The service level measures the percent availability of products on store shelves.
(2)
GMV (gross merchandise volume): gross sales including tax; overall same-store GMV: same-store data excluding Carya and Neosys (sold) as well as
Géant and Cdiscount Pro (discontinued); product GMV: direct sales and Marketplace GMV (excluding B2C services, other revenues and B2B).
(3)
GMV Marketplace data published by Cnova.
40
2024 UNIVERSAL REGISTRATION DOCUMENT – GROUPE CASINO
2
FINANCIAL AND ACCOUNTING INFORMATION
Business report
2.1.6
Other(1)
(€ millions)
2024
2023
Net sales, excluding tax(1)
116
149
Adjusted EBITDA
(52)
(3)
Adjusted EBITDA margin
n.m.
n.m.
Adjusted EBITDA after lease payments
(76)
(29)
Trading profit (loss)
(85)
(46)
Trading margin
n.m.
n.m.
(1)
A change in the allocation of net sales was carried out starting in first-quarter 2024, consisting of allocating all ExtenC net sales (including the
Group's international activities previously presented in the “Other” segment) to the “Casino” and “Franprix” segments. This reallocation stems from
a move to present net sales by brand (and no longer by format) in line with the Group’s new operational management methods. Data for 2023
have been adjusted accordingly to facilitate comparisons.
Net sales, Other represented €116 million, up by 4.6% on
a same-store basis.
The adjusted EBITDA of the other subsidiaries and the
holding company(2) was heavily affected by the loss of cost
synergies at the level of their head offices (€45 million)
following disposal of the hypermarkets and supermarkets,
taking into account the consequences of the employment
protection plans.
Adjusted EBITDA after lease payments was a negative
€76 million.
Trading profit(3) amounted to a loss of €85 million.
2.1.7
Overview of the consolidated financial statements
Pursuant to European Commission Regulation No. 1606/2002
of 19 July 2002, the consolidated financial statements of the
Casino Group have been prepared in accordance with
International Financial Reporting Standards (IFRS) issued
by the International Accounting Standards Board (IASB), as
adopted by the European Union as of the date of approval
of the financial statements by the Board of Directors and
applicable at 31 December 2024.
These standards are available on the European Commission’s
website: https://ec.europa.eu/info/business-economy-euro/
company-reporting-and-auditing/company-reporting/
financial-reporting_en.
The accounting policies set out below have been applied
consistently in all periods presented, after taking account of
the new standards, amendments to existing standards and
interpretations listed below.
Net sales
In 2024, consolidated net sales amounted to €8,474 million,
down 2.6% on a same-store basis and down 5.4% in total
after taking into account the negative 1.0-point scope effect
(including negative 0.4 points for the convenience brands
and negative 3.8 points for Cdiscount) and the roughly
1.8‑point negative effect of the streamlining of the convenience
brand network).
A more detailed review of changes in net sales can be found
above in the review of each of the Group’s business segments.
Adjusted EBITDA
Group adjusted EBITDA came in at €576 million (down 24.7%), reflecting a margin of 6.8% (down 174 basis points).
A more detailed review of changes in adjusted EBITDA can be found above in the review of each of the Group’s business segments.
Adjusted EBITDA after lease payments
Adjusted EBITDA after Group lease payments amounted to €111 million (vs. €320 million in 2023).
A more detailed review of changes in adjusted EBITDA after lease payments can be found above in the review of each of the Group’s
business segments.
Trading profit (EBIT)
Trading profit in 2024 was a loss of €49 million (vs. €124 million in 2023).
A more detailed review of changes in trading profit can be found above in the review of each of the Group’s business segments.
(1)
Other: Leader Price, RelevanC, 3C Cameroun, REL and real estate including Quatrim.
(2)
Including €25 million for Quatrim in 2024, and €32 million in 2023.
(3)
Including €14 million for Quatrim in 2024, and €17 million in 2023.
GROUPE CASINO – 2024 UNIVERSAL REGISTRATION DOCUMENT
41
2
FINANCIAL AND ACCOUNTING INFORMATION
Business report
Net financial income
Net financial income stood at €3,073 million in 2024
(vs. net financial expense of €768 million in 2023), including
(i) €3,486 million corresponding to the conversion of debt
into equity and measurement of reinstated debt at fair
value, (ii) net borrowing costs of €233 million, (iii) interest
expense on lease liabilities for €142 million and (iv) the
€19 million cost of CB4X(1) (Cdiscount).
Other operating income and expenses
Other operating income and expenses represented a net
expense of €772 million in 2024 (vs. an expense of €1,157 million
in 2023) including (i) €602 million of asset impairment losses
(mainly Franprix goodwill impairment for €422 million),
and (ii) €81 million in financial restructuring costs for 2024.
Income tax
Income tax represented an expense of €75 million vs. an expense of €778 million in 2023.
Share of loss
The Group’s share of loss of equity-accounted investees was €7 million (vs. profit of €2 million in 2023).
Non-controlling interests
Non-controlling interests in profit/(loss) from continuing operations were nil compared to a loss of €19 million in 2023.
Net profit (loss), Group share
Net profit (loss) from continuing operations, Group share
amounted to a net profit of €2,169 million (vs. a net loss of
€2,558 million in 2023).
Net profit (loss) from discontinued operations, Group
share, represented a loss of €2,464 million in 2024 (vs. a loss
of €3,103 million in 2023) and concerned (i) the disposal
of Éxito and the loss of control of GPA (resulting in the
reclassification to the income statement from equity of
negative €2,352 million in cumulative foreign currency
translation adjustments), and (ii) discontinuation of the HM/SM
business (negative €56 million).
Consolidated net profit (loss), Group share amounted to
a net loss of €295 million, vs. a net loss of €5,661 million in 2023.
Free cash flow before financial expenses(2) – Continuing operations
In 2024, free cash flow before financial expenses stood at negative €639 million (negative €748 million in 2023) after
payment of €153 million in social security and tax liabilities placed under moratorium in 2023. Excluding this non-recurring
amount, free cash flow would stand at negative €486 million (negative €901 million in 2023).
(€ millions)
2024
2023
Operating cash flow
52
107
o/w Adjusted EBITDA after lease payments
111
320
o/w Other non-recurring cash items
(67)
(159)
o/w Other items
7
(54)
Net capex
(277)
(328)
Income taxes
(21)
(9)
Change in working capital
(392)
(518)
FREE CASH FLOW BEFORE INTEREST EXPENSE
(639)
(748)
(1)
Deferred payment plan enabling customers to pay in four instalments.
(2)
Free cash flow before financial expenses corresponds to cash flow from operating activities as presented in the consolidated statement of cash
flows, less net capex, rental payments subject to restatement in accordance with IFRS 16 and restated for the effects of the strategic disposal plan,
conciliation and financial restructuring.
42
2024 UNIVERSAL REGISTRATION DOCUMENT – GROUPE CASINO
2
FINANCIAL AND ACCOUNTING INFORMATION
Business report
Financial position
Consolidated net debt(1) stood at €1.2 billion at 31 December
2024, an increase of €163 million from 30 June 2024 that
was mainly due to the elimination of working capital on the
sale of the hypermarkets and supermarkets. It includes
€300 million of Quatrim debt.
At 31 December 2024, the Group had cash and cash
equivalents of €763 million, of which €499 million was
immediately available(2).
(€ millions)
Dec. 2024
June 2024
Mar. 2024
Dec. 2023
Gross borrowings and debt
(2,040)
(2,375)
(3,354)
(7,443)
EMTN notes/HY CGP
-
-
-
(2,168)
Casino Finance RCF/Reinstated Monoprix RCF
-
-
(711)
(2,051)
Term Loan B/Reinstated Term Loan
(1,380)(1)
(1,352)
(1,410)
(1,425)
HY Quatrim Notes
(300)
(491)
(491)
(553)
Monoprix RCF exploitation
(7)
(8)
(123)
(130)
Other confirmed Monoprix Holding lines
-
-
(36)
(40)
Cdiscount government-backed loan
(60)
(60)
(60)
(60)
Other
(293)
(464)
(523)
(1,016)
Other financial assets
74
259
107
211
Cash and cash equivalents
763
1,077
1,654
1,051
Available cash
499
724
1,300
657
Cash not held in the cash pool + cash in transit
264
353
354
394
NET DEBT
(1,203)
(1,040)
(1,593)
(6,181)
(1)
The €1,380 million amount of the Reinstated Term Loan takes into account the fair value impact determined at the instrument’s initial
recognition date (27 March 2024), i.e., a positive €30 million at 31 December 2024.
Liquidity
At 31 December 2024, the Group had liquidity reserves
of €1.5 billion, including:
• €499 million of available cash at Casino Finance;
• Monoprix’s €711 million reinstated undrawn RCF;
• €308 million of other undrawn and financing (not including
factoring, reverse factoring and similar programmes),
comprising €161 million in overdraft facilities, Monoprix
Exploitation’s RCF totalling €111 million and Monoprix
Holding’s bilateral lines of credit totalling €36 million.
These amounts are available immediately and in full.
(1)
Net debt corresponds to gross borrowings and debt including derivatives designed as fair value hedge (liabilities) and trade payables – structured
programme, less (i) cash and cash equivalents, (ii) financial assets held for cash management purposes and as short-term investments,
(iii) derivatives designated as fair value hedge (assets), and (iv) financial assets arising from a significant disposal of non-current assets.
(2)
The new financing documentation defines available cash as cash and cash equivalents excluding the float and cash not held in the cash pool; at
31 December 2024, available cash corresponds to the cash held by Casino Finance, which operates the cash pool for businesses in France.
GROUPE CASINO – 2024 UNIVERSAL REGISTRATION DOCUMENT
43
2
FINANCIAL AND ACCOUNTING INFORMATION
Subsequent events
Covenant(1)
It should be noted that, although the calculation is required by the loan documentation from first-quarter 2024, the covenant
is indicative at this time (given the “holiday period”). The scope of the covenant test corresponds to the Group adjusted for
Quatrim and, to a lesser extent, the subsidiaries Mayland in Poland and Wilkes in Brazil.
(€ millions)
At 31 December 2024
At 30 June 2024
Covenant adjusted EBITDA (12 months)
97
230
Covenant net debt
1,143
1,244
COVENANT NET DEBT/COVENANT ADJUSTED EBITDA
11.73X
5.41X
The covenant net debt(2)/covenant adjusted EBITDA(3) ratio stood at 11.73x at 31 December 2024 and EBITDA forecasts for 2025
indicate that the Group will comply with the minimum ratio requirement of 8.34x to be met at 30 September 2025.
2.2
SUBSEQUENT EVENTS
Transfer by Trinity of its shares in France Retail Holdings to EPEI III
Casino
announced
that
it
had
been
informed
on
11 February 2025 of the transfer by Trinity Investments
Designated Activity Company (“Trinity”), whose management
company is Attestor Limited (“Attestor”), to EP Equity
Investment III S.à.r.l. (“EPEI”)(4) of its 7.65% shareholding
in France Retail Holdings S.à.r.l. (“FRH”), in accordance with
the share purchase agreement entered into on 19 November
2024 between Trinity and EPEI, in the presence of FRH(5).
As a consequence of this transfer, Trinity and Attestor(6) ceased
to act in concert with, inter alia, EPEI and F. Marc de la Lacharrière
(Fimalac) vis-à-vis Casino(7), and Trinity lost its rights under
the shareholders’ agreement entered into with EPEI and
F. Marc de la Lacharrière (Fimalac), in the presence of Attestor(8)
and FRH, to which they are no longer parties(9).
Thomas Doerane thus resigned from his position as observer
to the Board of Directors and Strategy Committee of Casino
as of the closing date of the disposal.
FRH's stake in Casino remains unchanged at 53.04%.
Trinity directly holds 10.05% of Casino's capital.
Approval of the compulsory buyout of minority shareholders of Cnova N.V.
On 11 February 2025, the Enterprise Chamber of the Amsterdam
Court of Appeal (the “Enterprise Chamber”) rendered
its judgement in the compulsory buyout proceedings
(uitkooprocedure) initiated by Casino to acquire the shares
held by the minority shareholders of Cnova N.V. (“Cnova”).
Reference was made to Casino's press release on the
compulsory buyout proceedings (uitkooprocedure) dated
17 October 2024.
The Enterprise Chamber ruled that €0.09 per was a fair
buyout price per Cnova share and ordered all shareholders
to transfer their shares in Cnova to Casino, in exchange for a
payment of €0.09 per share in cash, to be increased by
statutory interest from 30 June 2024 until the date of transfer
of the shares or the date of consignment (as explained below).
Shareholders of Cnova may comply with the Enterprise
Chamber's judgement voluntarily by transferring their shares
in Cnova to Casino. Casino will publish a forthcoming
announcement of the terms and conditions and other
details of the voluntary transfer period, which should be
open for a period of ten weeks.
(1)
The covenant is defined as the ratio between “covenant net debt” and “covenant adjusted EBITDA”. The scope of the covenant test corresponds
to the Group adjusted for Quatrim and, to a lesser extent, the subsidiaries Mayland in Poland and Wilkes in Brazil.
(2)
“Covenant net debt” corresponds to gross debt relating to the covenant perimeter (including borrowings from other Group companies by covenant
companies), (i) plus financial liabilities which are, in essence, debts, (ii) adjusted for the average drawdown on the Group’s revolving credit lines over
the last 12 months (from the date of restructuring) and (iii) reduced by cash and cash equivalents of the entities in the covenant perimeter and by
non-deconsolidating receivables relating to operating financing programmes reinstated as part of the restructuring.
(3)
“Covenant adjusted EBITDA” or pro forma EBITDA (depending on the documentation) corresponds to adjusted EBITDA after lease payments,
relating to the covenant scope, excluding any impact of scope effects and pro forma restatements corresponding to future savings/synergies to be
achieved within 18 months.
(4)
Entity ultimately controlled by Daniel Křetínský.
(5)
See the Casino press release dated 20 November 2024.
(6)
Acting as manager for some of its funds and investment vehicles.
(7)
See AMF 223C1160 of 24 July 2023.
(8)
Acting as manager for some of its funds and investment vehicles.
(9)
See AMF 224C0462, shareholders' agreement signed on 18 March 2024 between Trinity, EPEI and F. Marc de la Lacharrière (Fimalac).
44
2024 UNIVERSAL REGISTRATION DOCUMENT – GROUPE CASINO
2
FINANCIAL AND ACCOUNTING INFORMATION
Subsequent events
On or shortly after the end of the period for voluntary
transfer, Casino will announce that the Group will enforce
the judgement of the Enterprise Chamber vis-à-vis all
shareholders who did not participate in the voluntary
transfer, by paying the aggregate buyout price for the
remaining shares in Cnova to the consignment fund of the
Dutch Ministry of Finance, as a result of which such shares
will be transferred to Casino unencumbered and by
operation of law. Subsequently, former shareholders will
only be entitled to payment of the buyout price from the
consignment fund of the Dutch Ministry of Finance in
accordance with applicable laws and regulations.
Renewal of the partnership with Avia Thevenin & Ducrot
On 12 February 2025, Casino Group announced the renewal
of its long-standing partnership with Avia Thevenin & Ducrot
for a further three years. For almost 20 years, the partnership
has enabled Casino to offer customers of Avia Thevenin &
Ducrot stores a varied selection of products under the
Casino brand and other major brands, tailored to the needs
of travellers.
The partnership covers 46 motorway service stations (including
39 operated under the Casino Express banner) and 41 urban
or suburban service stations (including 11 under the Casino
Express banner), located in the eastern half of France.
Change in the ownership structure of Infinity Advertising
On 14 February 2025, Casino Group, alongside Groupement
Les Mousquetaires, announced a reorganisation of the
ownership structure of their joint retail media subsidiary,
Infinity
Advertising,
and
a
buyout
by
Groupement
Les Mousquetaires of RelevanC's shares in Infinity Advertising.
Infinity Advertising will continue to market retail media
services for Monoprix, Franprix, Casino and Intermarché, while
still utilising RelevanC's technologies, among other resources.
Confirmation of a repayment to Quatrim secured noteholders
On 18 February 2025, Casino Group repaid €30 million of
the secured debt carried by its subsidiary Quatrim, including
€28.5 million of principal and €1.5 million of accrued
interest (including €0.5 million of PIK interest for the period
between 27 March 2024 and 5 October 2024 and €1 million
of accrued interest for the period between 6 October 2024
and 17 February 2025). Following the transaction, the nominal
amount of the Quatrim secured bonds will be reduced
to €272 million and the PIK interest accrued between
27 March 2024 and 5 October 2024 will be reduced to
€5.1 million. In accordance with Quatrim banking documentation:
• PIK (payment in kind) interest for the period from
27 March 2024 to 5 October 2024 will be capitalised on
6 April 2025;
• interest accrued between 6 October 2024 and 5 April 2025
on the residual nominal debt will also be paid or
capitalised on 6 April 2025, depending on the cash
availability of Quatrim.
Liquidity agreement
On 4 March 2025, Casino Group made note of the liquidity
contract with Rothschild Martin Maurel that had been
suspended on 11 June 2024. This contract was terminated
on 10 February 2025 by Casino, Guichard-Perrachon.
On 11 June 2024, the liquidity account held: 1,875,000 shares
and €14,313,545.45. The number of shares was reduced to
18,750 following the reverse stock split of 14 June 2024.
As of 3 March 2025, and until 31 December 2025, Casino,
Guichard-Perrachon entrusted BNP Financial Markets with
the implementation of a liquidity contract and for its market
watch, in accordance with AMF-approved market practice,
effective 1 July 2021.
For the implementation of this contract, the following
resources were allocated to the liquidity account: 18,750 shares
and €1,500,000.
This contract is tacitly renewable.
Agreement with Magne
On 6 March 2025, Casino Group announced that it had
reached an agreement with the Magne group to end their
partnership by terminating their existing partnership
agreement. This decision is fully in line with the “new”
Casino's desire to focus on profitability rather than search
for market share at any cost. As a result, 83 food sections
located in the South-East region of France will be removed
from Casino Group's scope of consolidation as of 1 April 2025,
representing around 1% of its total store network.
GROUPE CASINO – 2024 UNIVERSAL REGISTRATION DOCUMENT
45
2
FINANCIAL AND ACCOUNTING INFORMATION
Parent company information
Franprix adapts its operating structure
To accelerate its development and strengthen its wholesale
model, on 5 February 2025, Franprix announced plans to
cut 42 jobs, mainly in the Paris region, out of a total of around
3,000 employees (excluding franchised stores), while creating
nine new positions to support the growth of franchising
and the roll-out of the new “Oxygène” retail concept.
2.3
PARENT COMPANY INFORMATION
2.3.1
Business
Casino, Guichard-Perrachon, Casino Group’s parent company,
is a holding company responsible for defining the Group’s
development strategy. It coordinates the various businesses
in collaboration with the management teams of the
subsidiaries and manages a portfolio of brands, designs
and models licensed to the subsidiaries. It is also responsible
for overseeing the proper application of Group legal and
accounting rules by the subsidiaries.
Significant events of the year are described in Note 1 to the
parent company financial statements for the year ended
31 December 2024 (see section 2.6.3 of Chapter 2 of this
Universal Registration Document).
In 2024, the Company reported net sales (excluding taxes)
of €92 million, versus €115 million in 2023, corresponding
mainly to brand and banner royalties from subsidiaries, as
well as services billed to subsidiaries.
The Company does not have any branches nor specific
research and development activities.
2.3.2
Comments on the parent company financial statements
The parent company financial statements have been prepared
in accordance with Regulation No. 2014-03 issued by the
French accounting standards setter (Autorité des normes
comptables – ANC) on French generally accepted accounting
principles and all regulations which have amended it since.
The accounting policies applied for the year ended
31 December 2024 are consistent with those used for the
previous year.
The Board of Directors approved the financial statements
on a going concern basis, after taking into account the
information available to it as regards the Group’s future
development, in particular the cash forecasts for the next
12 months. These forecasts are mainly based on the
following factors:
• transformation and cost efficiency plan:
• business stabilisation followed by recovery at (i) Monoprix,
Franprix and Convenience in line with the strategic
plan initiated by the new management and focused
primarily on maintaining and developing the franchise
network, and at (ii) Cdiscount thanks to the reinvestment
plan launched in 2024,
• rapid implementation of cost-efficiency plans to restore
the Group’s overheads/sales ratio to a sustainable level;
• management of the effects of selling the Casino France
hypermarkets and supermarkets:
• implementation of the employment protection plans
initiated by seven Group companies following the sale
of the hypermarket and supermarket businesses (Note 1.3),
• reallocation of resources and realignment of operating
costs to reflect the Group's new structure;
• drawdowns of financing facilities (in particular the €711 million
RCF) subject to bank covenants (Note 13);
• Planned sale of the Group’s remaining interest in GPA.
After analysing the risks and uncertainties in terms of liquidity
and considering the Group's ability to execute its strategic
plan and meet its financial commitments, the Board of
Directors validated the structured assumptions supporting
the preparation of the financial statements for the year
ended 31 December 2024 on a going concern basis.
These principles and policies are described in the notes to
the financial statements, which also include a detailed
analysis of the main balance sheet and income statement
items, as well as movements during the year.
At 31 December 2024, the Company had total assets of
€10,199 million and equity of €1,902 million.
Non-current assets amounted to €9,853 million, mainly
corresponding to long-term investments.
Total liabilities stood at €3,397 million, versus €8,550 million
at 31 December 2023. A breakdown of loans and other
borrowings as well as net debt is provided in Note 13 to the
parent company financial statements.
Casino,
Guichard-Perrachon's
liquidity
position
at
31 December 2024 is explained in Note 13 to the parent
company financial statements.
Casino, Guichard-Perrachon has the following financing at
31 December 2024: a Term Loan of €1,410 million, maturing
in March 2027 (contractual maturity).
This credit line benefits from an 18-month covenant holiday
as from the restructuring completion date, and compliance
with the covenants will therefore be tested for the first time
at 30 September 2025.
46
2024 UNIVERSAL REGISTRATION DOCUMENT – GROUPE CASINO
2
FINANCIAL AND ACCOUNTING INFORMATION
Parent company information
As required by Article L. 441-14 of the French Commercial Code (Code de commerce), the following table sets out supplier
and customer payment terms:
Article D. 441 I-1: Invoices received and due
but not yet settled at the year-end
Article D. 441 I-2: Invoices issued and due
but not yet settled at the year-end
0 days
1 to 30
days
31 to 60
days
61 to 90
days
91+
days
Total
(1 day
or more)
0 days
1 to 30
days
31 to 60
days
61 to 90
days
91+
days
Total
(1 day
or more)
(A) OVERDUE INVOICES BY PERIOD
Number of
invoices
concerned
Total
0
16
1
125
o/w Group
0
2
1
99
o/w non-Group
0
14
0
26
Total value
including taxes
of the invoices
concerned
Total
0
75
0
0
73
148
0
87
16
(96)
2,639
2,647
o/w Group
0
73
0
0
0
73
0
82
1
3
2,275
2,361
o/w non-Group
0
3
0
0
73
76
0
5
15
(99)
364
286
Percentage of
total purchases
excluding taxes
for the year
Total
0%
0%
0%
0%
0%
0%
o/w Group
0%
0%
0%
0%
0%
0%
o/w non-Group
0%
0%
0%
0%
0%
0%
Percentage
of net sales
(excluding taxes)
for the year
Total
0%
0%
0%
0%
3%
3%
o/w Group
0%
0%
0%
0%
2%
3%
o/w non-Group
0%
0%
0%
0%
0%
0%
(B) INVOICES EXCLUDED FROM (A) BECAUSE THEY ARE DISPUTED OR NOT RECOGNISED IN THE FINANCIAL STATEMENTS
Number of
invoices
excluded
Total
0
5
o/w Group
0
2
o/w non-Group
0
3
Total value
including taxes
of the invoices
excluded
Total
0
127
o/w Group
0
112
o/w non-Group
0
16
(C) BENCHMARK CONTRACTUAL OR STATUTORY PAYMENT TERMS USED – ARTICLE L. 441-6 OR L. 443-1
OF THE FRENCH COMMERCIAL CODE
Payment terms used to determine
overdue invoices
Statutory: 60 days from invoice date
Contractual: quarterly invoicing
with advance payment
In 2024, the Company reported an operating profit of
€3 million, versus €10 million in 2023.
Net financial expense came in at €2,214 million, versus net
financial expense of €9,843 million in 2023. The loss over
the year was mainly due to impairment of investments in
subsidiaries and associates and provisions for losses on negative
net worth positions for an additional €2,079 million.
In 2024, the main items affecting impairment and provisions
relate to:
• impairment of Distribution Casino France (€1,872 million),
Cnova (€490 million), Distribution Franprix (€20 million),
Easydis (€8 million), Geimex (€5 million) and Dirca (€5 million);
• the reversal of impairment losses recognised against
Monoprix (€188 million), Tevir (€71 million), Casino Finance
(€35 million) and Segisor (€28 million) shares (Note 8 to
the parent company financial statements).
The recurring loss before tax came in at €2,212 million,
versus €9,833 million the previous year.
Non-recurring expense amounted to €118 million, versus
€112 million in 2023. It mainly comprised:
• costs relating to the Group’s financial restructuring expenses
for €73 million;
• costs relating to the implementation of the Group's
employment protection plan for €9 million;
• costs relating to disposals and Group strategic operations
for €11 million;
• costs relating to ongoing disputes for €7 million;
• provisions for various risks for €16 million.
The loss before tax was €2,329 million, versus €9,946 million
in 2023.
The net loss for the year came to €2,231 million, versus
€10,021 million in 2023.
2.3.3
Non-deductible expenses
In accordance with the disclosures required by Article 223 quater of the French General Tax Code (Code général des impôts),
the 2024 parent company financial statements include an amount of €27,700 corresponding to non-deductible depreciation
recognised against passenger vehicles pursuant to paragraph 4 of Article 39 of the French General Tax Code. Tax in respect
of said expenses and charges amounted to €7,154.
GROUPE CASINO – 2024 UNIVERSAL REGISTRATION DOCUMENT
47
2
FINANCIAL AND ACCOUNTING INFORMATION
Subsidiaries and associates
2.4
SUBSIDIARIES AND ASSOCIATES
The business performance of the main subsidiaries and
controlled companies is described on pages 31 to 40.
A list of the main consolidated companies is provided on
pages 137 to 138.
Information on Casino, Guichard-Perrachon’s subsidiaries
and associates is provided on pages 172 and 173.
2.4.1
Investments made and control acquired in 2024
Casino, Guichard-Perrachon did not acquire any direct interests or direct control in other entities in 2024.
The indirect control acquired as a result of company formations, acquisitions and merger-related asset transfers in France in 2024
were as follows:
Distribution Casino France group
Calao 62 (100%), Calao 149 (51%), Calao 152 (100%), Calao 191 (100%), Calao 219 (100%), Calao 233 (100%), Calao 250 (100%).
Casino Carburants sub-group
Calao 120 (100%).
Floréal sub-group
Calao 191 (100%).
Franprix-Leader Price Holding sub-group
AKN
(100%),
Chaillot
Dis
(100%),
Districhine
(100%),
Distrilutèce 1 (100%), Distrilutèce 2 (100%), Distrilutèce 3 (100%),
Distrilutèce 4 (100%), Distrilutèce 5 (100%), Distrilutèce 6 (100%),
Distrilutèce 7 (100%), Distrilutèce 8 (100%), Distrilutèce 9 (100%),
Distrilutèce 10 (100%), FP La Seyne (100%), Franmaine (100%),
GB Alpina (100%), Spring Expansion holding company (100%),
Liladis (100%), MK Batignolles (100%), Pouchet Market (100%),
Sed Distribution (100%), SM Contact (100%) and Expansion
Immobilière (100%).
2.4.2
Shareholder agreements
Only one significant shareholder agreement was worthy of note in 2024, that concerning the Grupo Disco del Uruguay S.A.
sub-group, in which Almacenes Éxito indirectly held 75% of the voting rights by virtue of an agreement signed on
18 August 2021 with the founding families. Following the sale of its entire direct and indirect stake in Grupo Éxito in 2024 (see Chapter 2,
“Significant events in 2024”, “Loss of control”), Casino Group is no longer a party to the aforementioned shareholders’ agreement.
2.4.3
Pledged assets
Assets pledged by the Company or companies in the Group do not represent a material percentage of the Group’s assets
(0.7% of non-current assets or €39 million). The amount of €39 million does not include the guarantees given in connection
with the Group’s new financing (see Note 11.5.4 to the consolidated financial statements).
48
2024 UNIVERSAL REGISTRATION DOCUMENT – GROUPE CASINO
2
FINANCIAL AND ACCOUNTING INFORMATION
Subsidiaries and associates
2.4.4
Related-party transactions
The Company maintains normal relations with all of its
subsidiaries in its day-to-day management of the Group, as
described on page 45.
Due to the Group’s legal and operational organisation structure,
all or some of the Group companies may also engage in
business relations or provide services to each other.
In 2024, in accordance with the provisions of Article L. 225‑40-1
of the French Commercial Code, the Board of Directors duly
noted the agreements entered into and authorised during
the 2023 financial year, which were submitted to shareholders
for approval at the Annual General Meeting of 11 June 2024
and were executed (see the Statutory Auditors’ report on
pages 174 and 175).
No other agreements were entered into or authorised, in
accordance with the provisions of Article L. 225-40-1 of the
French Commercial Code, in previous years that were still
in force in 2024.
No agreements were entered into in 2024, directly or through
an intermediary, between a Company subsidiary and (i) the
Chief Executive Officer, (ii) a Director, or (iii) a shareholder
holding more than 10% of the Company’s voting rights, other
than those pertaining to ordinary business operations and
concluded under arms’ length terms.
Detailed information on related-party transactions is provided
in Note 14 to the consolidated financial statements (see
Chapter 2, section 2.5.3 of this Universal Registration Document).
To strengthen the Company's good governance practices
specifically concerning related-party agreements, in February
2015 the Board of Directors introduced a formal internal
review procedure to be led by the Audit Committee or by a
special-purpose committee concerning certain agreements
and transactions between the Company or one of its
wholly owned subsidiaries, on the one hand, and a related
party on the other. The procedure aims to guarantee
balanced related-party transactions and thereby protect
minority interests. Further details are provided in the section
“Prior review of agreements between related parties by the
Audit Committee”, on pages 350 and 351 of this Universal
Registration Document.
Further to changes in the legal provisions governing
related-party agreements pursuant to the Pacte Law of
22 May 2019 (Article L. 22-10-12, paragraph 2 of the French
Commercial Code), at its meeting of 12 December 2019 the
Board of Directors, on the unanimous recommendation
of the Governance and Social Responsibility Committee,
tasked the Audit Committee with regularly reviewing the
“arm’s length” agreements entered into by the Company,
and also approved, on the Audit Committee’s recommendation,
the terms of the dedicated charter on identifying and
reviewing arm’s length agreements. This charter sets out
the methodology to be used to classify agreements into
arm’s length and related-party agreements referred to in
Article L. 225-38 of the French Commercial Code. Further
details on the procedure and its implementation in 2024
are provided in the section “Regular review by the Audit
Committee of arm’s length agreements entered into by the
Company pursuant to Article L. 22-10-12 of the French
Commercial Code”, on pages 351 and 352 of this Universal
Registration Document.
GROUPE CASINO – 2024 UNIVERSAL REGISTRATION DOCUMENT
49
2
FINANCIAL AND ACCOUNTING INFORMATION
Consolidated financial statements
2.5
CONSOLIDATED FINANCIAL STATEMENTS
2.5.1
Statutory auditors’ report on the consolidated
financial statements
Year ended 31 December 2024
This is a translation into English of the statutory auditors’ report on the consolidated financial statements of the
Company issued in French and it is provided solely for the convenience of English speaking users.
This statutory auditors’ report includes information required by European regulation and French law, such as
information about the appointment of the statutory auditors or verification of the management report and other
documents provided to shareholders.
This report should be read in conjunction with, and construed in accordance with, French law and professional
auditing standards applicable in France.
To the Annual General Meeting of Casino, Guichard-Perrachon S.A.,
Opinion
In compliance with the engagement entrusted to us by your
Annual General Meeting, we have audited the accompanying
consolidated financial statements of Casino, Guichard-
Perrachon S.A. for the year ended 31 December 2024.
In our opinion, the consolidated financial statements give a
true and fair view of the assets and liabilities and of the
financial position of the Group as at 31 December 2024, and
of the results of its operations for the year then ended in
accordance
with
International
Financial
Reporting
Standards as adopted by the European Union.
The audit opinion expressed above is consistent with our
report to the Audit Committee.
Basis for opinion
Audit framework
We conducted our audit in accordance with professional
standards applicable in France. We believe that the audit
evidence we have obtained is sufficient and appropriate to
provide a basis for our opinion.
Our responsibilities under those under those standards are
further described in the “Statutory Auditors’ Responsibilities
for the Audit of the Consolidated Financial Statements”
section of our report.
Independence
We conducted our audit engagement in compliance with
independence requirements of the French Commercial
Code (Code de commerce) and the French Code of Ethics
(Code de déontologie) for statutory auditors for the period
from 1 January 2024, to the date of our report and
specifically we did not provide any prohibited non-audit
services referred to in Article 5(1) of Regulation (EU) No 537/
2014.
Justification of Assessments – Key Audit Matters
In accordance with the requirements of Articles L.821-53
and R.821-180 of the French Commercial (Code de
commerce) relating to the justification of our assessments ,
we inform you of the key audit matters relating to risks of
material misstatement that, in our professional judgement,
were of most significance in our audit of the consolidated
financial statements of the current period, as well as how
we addressed those risks.
These matters were addressed in the context of our audit of
the consolidated financial statements as a whole, and in
forming our opinion thereon, and we do not provide a
separate opinion on specific items of the consolidated
financial statements.
50
2024 UNIVERSAL REGISTRATION DOCUMENT – GROUPE CASINO
2
FINANCIAL AND ACCOUNTING INFORMATION
Consolidated financial statements
Goodwill impairment tests
RISK IDENTIFIED
OUR RESPONSE
See Notes 10.1 "Goodwill" and 10.5 "Impairment of non-current assets" in the consolidated financial statements.
As at 31 December 2024, the net carrying value of goodwill
recorded in the consolidated statement of financial position
amounts to €1,602 million, i.e., approximately 19% of total
consolidated assets. During the financial year, the impairment
tests
resulted
in
recognising
an
impairment
loss
of
€438 million.
In respect of the valuation of these assets, the Group performs
goodwill impairment tests at least once a year and whenever
an indication of impairment is identified, according to the
methods described in Notes 10.1 and 10.5 to the consolidated
financial statements.
We considered the assessment of values in use to determine
the recoverable value of goodwill to be a key audit matter due
to:
• the materiality of goodwill in the consolidated financial
statements;
• the importance of the estimates underlying the calculation
of their value in use, including revenues and profit margin
forecasts, discount rates and the perpetual growth rates
used to determine the terminal value;
• the sensitivity of certain assumptions on which the
assessment of these values in use is based.
We assessed the compliance of the methodology implemented
by the Group with the applicable accounting standards.
We also assessed the main estimates used by analysing the
following:
• the consistency of cash flow projections with the medium-
term budgets and plans prepared under the responsibility of
the Board of Directors, as well as the consistency of revenues
and profit margin forecasts with the Group’s historical
performances, in the economic context in which the Group
operates;
• the methods and parameters used to determine discount
rates and perpetual growth rates applied to the estimated
cash flows. With the assistance of our valuation specialists, we
recalculated the discount rates based on the latest available
market data and compared the results obtained with (i) the
rates used by the Group and (ii) the rates observed among
several industry peers operating in the same sector as the
Group;
• the sensitivity scenarios adopted by the Group, for which we
verified the arithmetic accuracy.
Finally, we also assessed the appropriateness of the disclosures
in the notes to the consolidated financial statements, in
particular those relating to sensitivity analyses.
Compliance with the financial ratios under bank covenants provided for in the corporate syndicated
credit agreement (hereinafter referred to as the "Revolving Credit Facility" or "RCF") and the term loan
agreement (hereinafter referred to as the "Term Loan")
RISK IDENTIFIED
OUR RESPONSE
See notes 1.1.2 "Going Concern," 2 "Significant events of the year", and 11.5 "Financial Risk Management Objectives and Policies" in
the consolidated financial statements.
As mentioned in note 11.5.4 "Liquidity Risk" of the consolidated
financial statements, the Group uses bank facility that requires
compliance with financial ratios under banking covenants.
Non-compliance with banking covenants may lead to a request
for immediate repayment of all or part of the concerned
facilities, some of which are also subject to cross-default clauses.
We considered that compliance with the financial ratios as of
30 September 2025, after an 18-month "covenant holiday"
(temporary exemption from covenant compliance) following
the financial restructuring date under the reinstated corporate
syndicated loan (hereinafter referred to as the "Revolving
Credit Facility" or "RCF") and the reinstated term loan (hereinafter
referred to as the "Term Loan"), constitutes a key audit matter
due to the amounts of each of these facilities, which are,
respectively, €711 million euros and €1,410 million euros.
Non-compliance could potentially impact the availability of
these facilities and consequently, due to the existence of cross-
default clauses as mentioned in the notes to the consolidated
financial statements, affect the current/non-current presentation
of financial liabilities in the consolidated financial statements,
the Group's liquidity status, and, ultimately the going concern
assumption for the basis of preparation of the accounts.
As part of our audit, we have:
• gained an understanding of the internal control system
related to the monitoring of liquidity and the Group's net
financial debt, including the processes (i) for cash flow
forecasting, (ii) for tracking net financial debt, and (iii) for
calculating ratios and monitoring compliance with banking
covenants;
• inspected the banking contractual documentation related to
the reinstated RCF and Term Loan;
• corroborated, with their contractual definitions, the methods of
determining:
• the
financial
aggregates
used
for
the
purposes
of
monitoring the covenants of the reinstated RCF and Term
Loan, as implemented by the Group: "Net Financial Debt
Covenant," "Adjusted EBITDA Covenant," "Pro Forma EBITDA"
used in the leverage ratio calculation,
• the minimum liquidity threshold on the last day of each
month starting from 30 September 2025, as well as
• the liquidity forecast over a thirteen-week horizon at the
covenant testing date;
• assessed the assumptions made by the company for the
preparation of projections for calculating financial ratios and
cash flow forecasts for the upcoming quarterly assessment
points over the next twelve months, starting from 1 January 2025;
• assessed the appropriateness of the disclosures in the notes to
the consolidated financial statements .
GROUPE CASINO – 2024 UNIVERSAL REGISTRATION DOCUMENT
51
2
FINANCIAL AND ACCOUNTING INFORMATION
Consolidated financial statements
Measurement of assets and liabilities of discontinued Hypermarket and supermarket operations
RISK IDENTIFIED
OUR RESPONSE
See notes 2.6, 3.1.1 « Disposal of Casino France Hypermarkets and Supermakets (including Codim)” and 3.5 “Non-current Assets
Held for Sale and Discounted Operations” in the consolidated financial statements
As of 31 December 2024, the net assets and liabilities held for
sale, in respect of the Hypermarket and Supermarket operations
of Casino, account for almost all the assets and liabilities
presented under the France Retail section of note 3.5.1, totaling
€264 million and €12 million respectively. These are measured
at the lower of their net carrying amount and their fair value
less costs to sell. The result of discontinued operations related to
the Hypermarkets and Supermarkets business represents a
loss of €56 million for the fiscal year 2024.
Given the significance of management's estimates and judgments
underlying the determination of:
• the methods for closing stores which have not been sold;
• the evaluation of provisions for risks and charges, mainly for
employment protection plans and contract terminations,
with a total estimated amount of €500 million as
of 31 December 2024.
We have considered that the measurement of net assets from
the Hypermarkets and Supermarkets business held for sale, of
provisions for remaining costs to be disbursed, and the result
of discontinued operations constitutes a key audit matter.
As part of our audit, we have:
• analysed the methods of allocating the Hypermarkets and
Supermarkets activities into assets and liabilities held for sale
(balance sheet) and discontinued operations (income statement),
as well as the underlying judgements made by management
in making some of these allocations, particularly those
concerning common structures for Casino France activities
included within Distribution Casino France and Easydis;
• assessed management's estimates necessary for determining
the net amounts remaining to be disbursed with regard to
(i) the implementation of the restructuring plans, (ii) the
impact of contract terminations, and (iii) the commitments
provided and received in the context of the discontinued
activities of the Hypermarket and Supermarket operations.
Finally, we assessed the appropriateness of the information
provided in the notes to the consolidated financial statements.
Valuation of receivables in respect of supplier rebates
RISK IDENTIFIED
OUR RESPONSE
Refer to Notes 6.2 "Cost of goods sold" and 6.8 "Other Current assets" in the consolidated financial statements
In respect of its retail activities, the Group receives rebates from
its suppliers in the form of discounts and commercial
cooperation fees.
These rebates, generally paid on the basis of a contractually
defined percentage according to purchase volumes and
applied to purchases made from suppliers, are deducted from
cost of goods sold.
Considering the material impact of these rebates, the large
number of contracts involved and the need for the Group
to estimate the amount of the rebate for each supplier,
we considered the valuation of receivables in respect of supplier
rebates at year-end to be a key audit matter for Distribution
Casino France, Monoprix, Franprix, CDiscount.
As part of our audit work, we:
• gained and understanding of the internal control environment
relating to the process of monitoring these rebates for the
Casino France, Monoprix, Franrpix, and Cdiscount brands;
• assessed the key controls implemented by the Group relating
to the determination of the purchase volumes concerned by
the rebates, and the application of contractual commercial
terms and conditions: we assessed their design and tested
their operational effectiveness on a sample basis;
• reconciled, for a sample of contracts, the rates used to calculate
the rebates with the commercial terms indicated in the contracts
signed with suppliers;
• assessed, for a sample of contracts and by comparison with
the annual purchase amounts confirmed by the suppliers and
those recorded in information systems, the year-end purchase
volumes used by the Group to determine the amounts of
rebates to be received by product family for each supplier; and
• assessed the settlement of accrued invoices booked as at
31 December 2023, compared with invoices issued in financial
year 2024.
52
2024 UNIVERSAL REGISTRATION DOCUMENT – GROUPE CASINO
2
FINANCIAL AND ACCOUNTING INFORMATION
Consolidated financial statements
Specific Verifications
We have also performed, in accordance with professional
standards applicable in France, the specific verifications
required by laws and regulations of the Group’s information
given in the management report of the Board of Directors.
We have no matters to report as to its fair presentation and
its consistency with the consolidated financial statements.
Report on Other Legal and Regulatory Requirement
Format of presentation of the consolidated
financial statements intended to be included
in the annual financial report
We also carried out, in accordance with the professional
standard on the statutory auditor’s procedures relating to
annual and consolidated financial statements presented
in the European Single Electronic Format, a verification
of compliance with this format as defined by Delegated
Regulation (EU) No. 2019/815 of 17 December 2018, in the
presentation of the consolidated financial statements
intended to be included in the annual financial report
referred to in Article L. 451-1-2, I of the French Monetary
and Financial Code, prepared under the responsibility of
the Chief Executive Officer. As it relates to consolidated
financial statements, our procedures included verifying the
compliance of their tagging with the format defined by
the aforementioned delegated regulation.
Based on the work we have performed, we conclude that
the presentation of the consolidated financial statements,
intended to be included in the annual financial, report
complies, in all material respects, with the European Single
Electronic Format.
It is not within our scope to verify whether the consolidated
financial statements that your Company will ultimately
include in the annual financial report filed with the AMF
correspond to those on which we conducted our work.
Appointment of the Statutory Auditors
We were appointed as Statutory Auditors of Casino,
Guichard-Perrachon by the Annual General Meetings held
on 29 April 2010, for Deloitte & Associés and on 10 May 2022
for KPMG S.A.
As of 31 December 2024, Deloitte & Associés was in its
fifteenth year of uninterrupted engagement and KPMG S.A.
in its third year of uninterrupted engagement.
Responsibilities of Management and Those Charged with Governance
for the Consolidated Financial Statements
Management is responsible for the preparation and fair
presentation of the consolidated financial statements in
accordance with International Financial Reporting Standards
as adopted by the European Union and for such internal control
as management determines is necessary to enable the
preparation of consolidated financial statements that are
free from material misstatement, whether due to fraud or error.
In
preparing
the
consolidated
financial
statements,
management is responsible for assessing the Company’s
ability to continue as a going concern, disclosing, as applicable,
matters related to going concern and using the going concern
basis of accounting unless it is expected to liquidate the
Company or to cease operations.
The Audit Committee is responsible for monitoring
the financial reporting process and the effectiveness of
internal control and risk management systems and where
applicable, its internal audit, regarding the accounting and
financial reporting procedures.
The consolidated financial statements were approved the
Board of Directors.
Statutory Auditors’ Responsibilities for the Audit of the Consolidated
Financial Statements
Objectives and audit approach
Our role is to issue a report on the consolidated financial
statements. Our objective is to obtain reasonable assurance
about whether the consolidated financial statements, as
a whole, are free from material misstatement. Reasonable
assurance is a high level of assurance, but is not a guarantee
that an audit conducted in accordance with professional
standards will always detect a material misstatement when
it exists. Misstatements can arise from fraud or error and are
considered material if, individually or in the aggregate, they
could reasonably be expected to influence the economic
decisions of users taken on the basis of these consolidated
financial statements.
As specified in Article L.821-55 of the French Commercial
Code (Code de commerce), our statutory audit does not
include assurance on the viability of the Company or the
quality of management of the affairs of the Company.
GROUPE CASINO – 2024 UNIVERSAL REGISTRATION DOCUMENT
53
2
FINANCIAL AND ACCOUNTING INFORMATION
Consolidated financial statements
As part of an audit conducted in accordance with professional
standards applicable in France, the statutory auditor exercises
professional
judgement
throughout
the
audit
and
furthermore:
• Identifies and assesses the risks of material misstatement
of the consolidated financial statements, whether due to
fraud or error, designs and performs audit procedures
responsive to those risks, and obtains audit evidence
considered to be sufficient and appropriate to provide a
basis for his opinion. The risk of not detecting a material
misstatement resulting from fraud is higher than for one
resulting from error, as fraud may involve collusion,
forgery, intentional omissions, misrepresentations, or the
override of internal control.
• Obtains an understanding of internal control relevant to
the audit in order to design audit procedures that are
appropriate in the circumstances, but not for the purpose
of expressing an opinion on the effectiveness of the
internal control.
• Evaluates the appropriateness of accounting policies
used and the reasonableness of accounting estimates
and related disclosures made by management in the
consolidated financial statements.
• Assesses the appropriateness of management’s use of
the going concern basis of accounting and, based on the
audit evidence obtained, whether a material uncertainty
exists related to events or conditions that may cast
significant doubt on the Company’s ability to continue as
a going concern. This assessment is based on the audit
evidence obtained up to the date of his audit report.
However, future events or conditions may cause the
Company to cease to continue as a going concern. If the
statutory auditor concludes that a material uncertainty
exists, there is a requirement to draw attention in the
audit report to the related disclosures in the consolidated
financial statements or, if such disclosures are not provided
or inadequate, to modify the opinion expressed therein.
• Evaluates the overall presentation of the consolidated
financial statements and assesses whether these statements
represent the underlying transactions and events in a
manner that achieves fair presentation.
• Obtains sufficient appropriate audit evidence regarding
the financial information of the entities or business activities
within the Group to express an opinion on the consolidated
financial statements. The statutory auditor is responsible
for the direction, supervision and performance of the audit
of the consolidated financial statements and for the opinion
expressed on these consolidated financial statements.
Report to the Audit Committee
We submit to the Audit Committee a report which includes,
in particular, a description of the scope of the audit and the
implemented audit program, as well as the results of our
audit. We also report any significant deficiencies in internal
control identified regarding the accounting and financial
reporting procedures that we have identified.
Our report to the Audit Committee includes the risks of
material misstatement that, in our professional judgement,
were of most significance in the audit of the consolidated
financial statements of the current period and which are
therefore the key audit matters, that we are required
to describe in this audit report.
We also provide the Audit Committee with the declaration
provided for in Article 6 of Regulation (EU) N° 537/2014,
confirming our independence within the meaning of the
rules applicable in France such as they are set in particular
by Articles L.821-27 to L.821-34 of the French Commercial
Code (Code de commerce) and in the French Code of
Ethics (Code de déontologie) for statutory auditors. Where
appropriate, we discuss with the Audit Committee the risks
that
may
reasonably
be
thought
to
bear
on
our
independence, and the related safeguards.
Paris-La Défense and Lyon, 11 March 2025
The Statutory Auditors
KPMG S.A.
DELOITTE & ASSOCIES
Eric ROPERT
Rémi VINIT-DUNAND
Stéphane RIMBEUF
Associé
Associé
Associé
54
2024 UNIVERSAL REGISTRATION DOCUMENT – GROUPE CASINO
2
FINANCIAL AND ACCOUNTING INFORMATION
Consolidated financial statements
2.5.2
Consolidated financial statements
2.5.2.1
Consolidated income statement
(€ millions)
Notes
2024
2023
Continuing operations
Net sales
5/6.1
8,474
8,957
Other revenue
6.1
86
95
Total revenue
6.1
8,560
9,052
Cost of goods sold
6.2
(6,169)
(6,474)
Gross margin
6.2
2,391
2,578
Selling expenses
6.3
(1,616)
(1,705)
General and administrative expenses
6.3
(824)
(748)
Trading profit (loss)
5.1
(49)
124
As a % of net sales
-0.6%
1.4%
Other operating income
6.5
211
110
Other operating expenses
6.5
(984)
(1,267)
Operating profit (loss)
(822)
(1,033)
As a % of net sales
-9.7%
-11.5%
Income from cash and cash equivalents
11.3.1
19
8
Finance costs
11.3.1
(252)
(590)
Net fair value gains on converted debt and reinstated debt
11.3.1
3,486
-
Net finance costs
11.3.1
3,253
(582)
Other financial income
11.3.2
18
35
Other financial expenses
11.3.2
(198)
(222)
Profit (loss) before tax
2,252
(1,801)
As a % of net sales
26.6%
-20.1%
Income tax benefit (expense)
9.1
(75)
(778)
Share of profit (loss) of equity-accounted investees
(7)
2
Net profit (loss) from continuing operations
2,169
(2,577)
As a % of net sales
25.6%
-28.8%
Attributable to owners of the parent
2,169
(2,558)
Attributable to non-controlling interests
-
(19)
Discontinued operations
Net profit (loss) from discontinued operations
3.5.2
(2,529)
(4,551)
Attributable to owners of the parent
3.5.2
(2,464)
(3,103)
Attributable to non-controlling interests
3.5.2
(65)
(1,448)
Continuing and discontinued operations
Consolidated net profit (loss)
(360)
(7,128)
Attributable to owners of the parent
(295)
(5,661)
Attributable to non-controlling interests
(65)
(1,468)
Earnings per share
(in €)
Notes
2024
2023 (restated)(1)
From continuing operations, attributable to owners of the parent
12.9.2
• Basic
7.18
(2,416.59)
• Diluted
6.54
(2,416.59)
From continuing and discontinued operations, attributable to owners
of the parent
12.9.2
• Basic
(0.98)
(5,286.74)
• Diluted
(0.89)
(5,286.74)
(1)
In accordance with IAS 33.64, earnings (loss) per share have been adjusted to take account of capital transactions (Notes 2 and 12).
GROUPE CASINO – 2024 UNIVERSAL REGISTRATION DOCUMENT
55
2
FINANCIAL AND ACCOUNTING INFORMATION
Consolidated financial statements
2.5.2.2
Consolidated statement of comprehensive income
(in € millions)
2024
2023
Consolidated net profit (loss)
(360)
(7,128)
Items that may be subsequently reclassified to profit or loss
6,434
603
Cash flow hedges and cash flow hedge reserve(1)
3
5
Foreign currency translation adjustments(2)
6,439
581
Debt instruments at fair value through other comprehensive income (OCI)
1
-
Share of items of equity-accounted investees that may be subsequently
reclassified to profit or loss
(9)
16
Income tax effects
(1)
-
Items that will never be reclassified to profit or loss
(6)
(67)
Equity instruments at fair value through other comprehensive income
(7)
(51)
Actuarial gains and losses
2
(21)
Share of items of equity-accounted investees that will never be subsequently
reclassified to profit or loss
-
-
Income tax effects
(1)
5
Other comprehensive income for the year, net of tax
6,429
536
Total comprehensive income (loss) for the year, net of tax
6,069
(6,592)
Attributable to owners of the parent
2,045
(5,222)
Attributable to non-controlling interests
4,024
(1,370)
(1)
The change in the cash flow hedge reserve was not material in either 2024 or 2023.
(2)
The €6,439 million positive change in translation adjustments in 2024 primarily resulted from the loss of control of GPA and Éxito for €4,827
million and €1,613 million respectively (Notes 3.1.1 and 3.1.2) along with the impact of the reclassification to profit (loss) of the translation reserve for
€1,574 million and €778 million, respectively. The €581 million increase in this item in 2023 primarily resulted from (a) the appreciation of the
Brazilian real and Colombian peso representing €150 million and €141 million, respectively, offset by the depreciation of the Argentine peso
representing negative €165 million and (b) the reclassification to profit (loss) of €453 million after control of Sendas (Notes 3.2.1) was relinquished.
Changes in other comprehensive income are presented in Note 12.7.2.
2.5.2.3
Consolidated statement of financial position
Assets
(in € millions)
Notes
31 December
2024
31 December
2023
Goodwill
10.1
1,602
2,046
Intangible assets
10.2
1,001
1,082
Property, plant and equipment
10.3
802
1,054
Investment property
10.4
27
49
Right-of-use assets
7.1.1
1,518
1,696
Investments in equity-accounted investees
3.3.1
71
212
Other non-current assets
6.9
187
195
Deferred tax assets
9.2.1
22
84
Non-current assets
5,230
6,419
Inventories
6.6
770
875
Trade receivables
6.7
457
689
Other current assets
6.8
720
1,023
Current tax assets
14
25
Cash and cash equivalents
11.1
763
1,051
Assets held for sale
3.5.1
308
8,262
Current assets
3,032
11,925
TOTAL ASSETS
8,262
18,344
56
2024 UNIVERSAL REGISTRATION DOCUMENT – GROUPE CASINO
2
FINANCIAL AND ACCOUNTING INFORMATION
Consolidated financial statements
Equity and liabilities
(in € millions)
Notes
31 December
2024
31 December
2023
Share capital
12.2
4
166
Additional paid-in capital, treasury shares, retained earnings
and consolidated net profit (loss)
1,192
(2,618)
Equity attributable to owners of the parent
1,196
(2,453)
Non-controlling interests
(11)
675
Total equity
12
1,185
(1,777)
Non-current provisions for employee benefits
8.2
133
147
Other non-current provisions
13.1
37
25
Non-current borrowings and debt, gross
11.2
1,825
7
Non-current lease liabilities
7.1.1
1,254
1,338
Non-current put options granted to owners of non-controlling interests
3.4.1
57
37
Other non-current liabilities
6.10
82
113
Deferred tax liabilities
9.2.2
12
10
Total non-current liabilities
3,399
1,677
Current provisions for employee benefits
8.2
7
9
Other current provisions
13.1
734
269
Trade payables
1,277
2,550
Current borrowings and debt, gross
11.2
215
7,436
Current lease liabilities
7.1.1
358
360
Current put options granted to owners of non-controlling interests
3.4.1
1
2
Current tax liabilities
2
12
Other current liabilities
6.10
1,071
1,606
Liabilities associated with assets held for sale
3.5.1
12
6,200
Total current liabilities
3,677
18,445
TOTAL EQUITY AND LIABILITIES
8,262
18,344
GROUPE CASINO – 2024 UNIVERSAL REGISTRATION DOCUMENT
57
2
FINANCIAL AND ACCOUNTING INFORMATION
Consolidated financial statements
2.5.2.4
Consolidated statement of cash flows
(in € millions)
Notes
2024
2023(1)
Profit (loss) before tax from continuing operations
2,252
(1,801)
Profit (loss) before tax from discontinued operations
3.5.2
(2,497)
(4,628)
Consolidated profit (loss) before tax
(245)
(6,430)
Amortisation for the year
6.4
625
640
Provision and impairment expense
4.1
638
954
Losses (gains) arising from changes in fair value
11.3.2
2
2
Other non-cash items
19
(62)
(Gains) losses on disposals of non-current assets
4.4
(35)
(15)
(Gains) losses due to changes in percentage ownership of subsidiaries
resulting in acquisition/loss of control
11
(19)
Dividends received from equity-accounted investees
3.3.1
3
3
Net finance costs
11.3.1
(3,253)
582
Interest paid on leases, net
11.3.2
142
126
No-drawdown credit line costs, non-recourse factoring
and associated transaction costs
11.3.2
31
51
Disposal gains and losses and adjustments related to discontinued operations
2,195
4,442
Net cash from operating activities before change in working capital,
net finance costs and income tax
133
273
Income tax paid
(21)
(9)
Change in operating working capital
4.2
(423)
(486)
Income tax paid and change in operating working capital:
discontinued operations
(743)
(437)
Net cash from (used in) operating activities
(1,055)
(659)
of which continuing operations
(9)
(35)
Cash outflows related to acquisitions of:
• property, plant and equipment, intangible assets and investment property
4.3
(300)
(352)
• non-current financial assets
4.10
(37)
(161)
Cash inflows related to disposals of:
• property, plant and equipment, intangible assets and investment property
4.4
223
53
• non-current financial assets
4.10
108
96
Effect of changes in scope of consolidation resulting in acquisition
or loss of control
4.5
1
(32)
Effect of changes in scope of consolidation related to equity-accounted investees
4.6
33
22
Change in loans and advances granted
(19)
(5)
Net cash from (used in) investing activities of discontinued operations
1,071
237
(1)
See Note 1.3.
58
2024 UNIVERSAL REGISTRATION DOCUMENT – GROUPE CASINO
2
FINANCIAL AND ACCOUNTING INFORMATION
Consolidated financial statements
(in € millions)
Notes
2024
2023(1)
Net cash from (used in) investing activities
1,079
(143)
of which continuing operations
8
(380)
Dividends paid:
• to owners of the parent
-
-
• to non-controlling interests
4.7
(1)
(1)
• to TSSDI holders
12.8
-
(42)
Increase (decrease) in the parent’s share capital
1,199
1
Transactions between the Group and owners of non-controlling interests
(2)
(1)
(Purchases) sales of treasury shares
12.4
-
(2)
Additions to loans and borrowings
4.8
75
2,342
Repayments of loans and borrowings
4.8
(1,314)
(483)
Repayments of lease liabilities(1)
(326)
(329)
Interest paid, net(1)
4.9
(337)
(372)
Net cash from (used in) financing activities of discontinued operations
(325)
(925)
Net cash from (used in) financing activities
(1,032)
188
of which continuing operations
(707)
1,113
Effect of changes in exchange rates on cash and cash equivalents
of continuing operations
6
(3)
Effect of changes in exchange rates on cash and cash equivalents
of discontinued operations
(5)
107
CHANGE IN CASH AND CASH EQUIVALENTS
4.8
(1,007)
(510)
Net cash and cash equivalents at beginning of year
1,755
2,265
• of which net cash and cash equivalents of continuing operations
11.1
853
2,265
• of which net cash and cash equivalents of discontinued operations
902
-
Net cash and cash equivalents at end of year
748
1,755
• of which net cash and cash equivalents of continuing operations
11.1
748
853
• of which net cash and cash equivalents of discontinued operations
-
902
(1)
See Note 1.3.
GROUPE CASINO – 2024 UNIVERSAL REGISTRATION DOCUMENT
59
2
FINANCIAL AND ACCOUNTING INFORMATION
Consolidated financial statements
2.5.2.5
Consolidated statement of changes in equity
(in € millions)
(before allocation of profit (loss))
Share
capital
Additional
paid-in
capital(1)
Treasury
shares
TSSDI
Retained
earnings
and profit
(loss) for
the year
Other
reserves(2)
Equity
attributable
to owners
of the
parent(3)
Non-
controlling
interests(9)
Total
equity
AT 1 JANUARY 2023
166
3,901
(2)
1,350
331
(2,955)
2,791
2,947
5,738
Other comprehensive income (loss)
for the year
-
-
-
-
-
439
439
97
536
Net profit (loss) for the year
-
-
-
-
(5,661)
-
(5,661)
(1,468)
(7,128)
Total comprehensive income (loss)
for the year
-
-
-
-
(5,661)
439
(5,222)
(1,370)
(6,592)
Issue of share capital
-
-
-
-
-
-
-
-
-
Purchases and sales of treasury shares(4)
-
-
2
-
(4)
-
(2)
-
(2)
Dividends paid/payable to shareholders(5)
-
-
-
-
-
-
-
(39)
(39)
Dividends paid/payable to TSSDI holders(5)
-
-
-
-
(55)
-
(55)
-
(55)
Share-based payments
-
-
-
-
1
-
1
5
6
Changes in percentage interest
resulting in the acquisition/loss
of control of subsidiaries(6)
-
-
-
-
-
-
-
(921)
(921)
Changes in percentage interest
not resulting in the acquisition/loss
of control of subsidiaries
-
-
-
-
(3)
-
(3)
(2)
(5)
Other movements(7)
-
-
-
-
37
-
37
56
92
AT 31 DECEMBER 2023
166
3,901
-
1,350
(5,353)
(2,516)
(2,453)
675
(1,777)
Other comprehensive income (loss)
for the year
-
-
-
-
-
2,340
2,340
4,089
6,429
Net profit (loss) for the year
-
-
-
-
(295)
-
(295)
(65)
(360)
Total comprehensive income (loss)
for the year
-
-
-
-
(296)
2,340
2,045
4,024
6,069
Issues of share capital(8)
272
926
-
-
-
-
1,199
-
1,199
Capital reductions: reverse stock split(8)
(557)
-
-
-
557
-
-
-
-
Conversion of debt (including TSSDIs)
and issue/exercise of share warrants(8)
123
5,080
- (1,350)
(3,439)
-
413
-
413
Purchases and sales of treasury shares(4)
-
-
-
-
-
-
-
-
-
Dividends paid/payable to shareholders
-
-
-
-
-
-
-
(1)
(1)
Share-based payments
-
-
-
-
(1)
-
(1)
-
(1)
Changes in percentage interest
resulting in the acquisition/loss
of control of subsidiaries(6)
-
-
-
-
(3)
-
(3)
(4,705)
(4,708)
Changes in percentage interest
not resulting in the acquisition/loss
of control of subsidiaries
-
-
-
-
(11)
-
(11)
(5)
(16)
Other movements(7)
-
-
-
-
(85)
92
7
-
7
AT 31 DECEMBER 2024
4
9,907
-
-
(8,631)
(84)
1,196
(11)
1,185
(1)
Additional paid-in capital includes (a) premiums on shares issued for cash or for contributions in kind, or in connection with mergers or acquisitions,
and (b) legal reserves.
(2)
See Note 12.6. Nearly all of the foreign currency translation adjustments attributable to owners of the parent (representing losses of €2,340 million
at 31 December 2023) were reclassified to the income statement following the loss of control of Éxito and GPA (Note 3.1) for an amount of €2,352 million.
(3)
Attributable to the shareholders of Casino, Guichard-Perrachon.
(4)
See Note 12.4 for information about treasury share transactions.
(5)
See Note 12.8 for dividends paid and payable to holders of ordinary shares and deeply subordinated perpetual bonds. In 2023, dividends paid and
payable to non-controlling interests primarily concerned Éxito for €33 million and Uruguay for €6 million.
(6)
In 2024, the €4,705 million negative impact of changes in percentage interest reflects the loss of control of Éxito and GPA (Notes 3.1.1 and 3.1.2).
In 2023, the €921 million negative impact of changes in percentage interest reflected the loss of control of Sendas (Note 3.2.1).
(7)
In 2024, the €92 million reported under “Other movements” corresponds to the transfer to “Retained earnings and profit (loss) for the year” of
accumulated fair value gains and losses on equity instruments at fair value through OCI, following the derecognition of the underlying instruments.
In 2023, other movements corresponded primarily to the remeasurement of Libertad in application of IAS 29 – Financial Reporting in
Hyperinflationary Economies.
(8)
See Note 2.1.
(9)
At 31 December 2024, non-controlling interests mainly concerned Cnova. At 31 December 2023, they also included non-controlling interests in GPA
for €38 million and Éxito for €643 million. Casino Group lost control of these companies in 2024 (Notes 3.1.1 and 3.1.2).
60
2024 UNIVERSAL REGISTRATION DOCUMENT – GROUPE CASINO
2
FINANCIAL AND ACCOUNTING INFORMATION
Consolidated financial statements
2.5.3
Notes to the consolidated financial statements
INFORMATION ABOUT THE CASINO,
GUICHARD‑PERRACHON GROUP
61
Note 1
Significant accounting policies
61
Note 2
Significant events of the year
64
Note 3
Scope of consolidation
72
Note 4
Additional cash flow disclosures
79
Note 5
Segment reporting
83
Note 6
Activity data
85
Note 7
Leases
93
Note 8
Employee benefits expense
98
Note 9
Income taxes
102
Note 10
Intangible assets, property, plant and
equipment, and investment property
105
Note 11
Financial structure and finance costs
112
Note 12
Equity and earnings per share
128
Note 13
Other provisions
133
Note 14
Related-party transactions
134
Note 15
Subsequent events
134
Note 16
Statutory Auditors’ fees
136
Note 17
Main consolidated companies
137
Note 18
Standards, amendments
and interpretations published
but not yet mandatory
139
GROUPE CASINO – 2024 UNIVERSAL REGISTRATION DOCUMENT
61
2
FINANCIAL AND ACCOUNTING INFORMATION
Consolidated financial statements
INFORMATION ABOUT THE CASINO,
GUICHARD‑PERRACHON GROUP
Casino, Guichard-Perrachon (“the Company”) is a French
société anonyme listed in compartment C of Euronext
Paris. The Company and its subsidiaries are hereinafter
referred to as “the Group” or “Casino Group”. The Company's
registered office is at 1, cours Antoine Guichard, 42008
Saint-Étienne, France.
The consolidated financial statements for the year ended
31 December 2024 reflect the accounting situation of the
Company and its subsidiaries, as well as the Group's
interests in associates and joint ventures.
The 2024 consolidated financial statements of Casino,
Guichard-Perrachon were approved for publication by the
Board of Directors on 27 February 2025.
NOTE 1
SIGNIFICANT ACCOUNTING POLICIES
1.1
Accounting standards
Pursuant to European Commission Regulation No. 1606/2002
of 19 July 2002, the consolidated financial statements of
Casino Group have been prepared in accordance with
International Financial Reporting Standards (IFRS) issued
by the International Accounting Standards Board (IASB), as
adopted by the European Union as of the date of approval
of the financial statements by the Board of Directors and
applicable at 31 December 2024.
These standards are available on the European Commission’s
website: https://finance.ec.europa.eu/capital-markets-union-
and-financial-markets/company-reporting-and-auditing/
company-reporting/financial-reporting_en.
The accounting policies set out below have been applied
consistently in all periods presented, after taking account of
the new standards, amendments to existing standards and
interpretations listed below.
Standards, amendments to standards, and
interpretations adopted by the European
Union and mandatory for financial years
beginning on or after 1 January 2024
The European Union has adopted the following amendments
which must be applied by the Group for its financial year
beginning on 1 January 2024 and do not have a material
impact on its consolidated financial statements:
• amendments to IAS 1 – Classification of Liabilities as
Current or Non-current
These amendments will be applicable on a retrospective
basis. They aim to clarify the classification of debt and
other liabilities as current or non-current.
• amendments to IAS 1 – Non-current Liabilities with
Covenants
These amendments will be applicable on a retrospective
basis. They specify that covenants to be met after the
reporting period should not affect the classification of a
liability as current or non-current at the reporting date.
However, entities are required to provide information on
long-term debt subject to covenants in the notes to the
financial statements.
• amendments to IFRS 16 – Lease Liability in a Sale and
Leaseback
These amendments will be applicable on a retrospective basis.
They provide clarification on the subsequent measurement
of the lease liability arising from sale and leaseback
transactions, consisting of variable lease payments that
are not dependent on an index or rate. In particular,
the lessee-seller should calculate the lease payments
so that no gain or loss is recognised in respect of the
right-of-use asset retained.
• amendments to IAS 7 and IFRS 7 – Supplier Finance
Arrangements
These amendments will be applicable on a prospective basis.
They introduce new disclosure requirements for notes to
financial statements with the aim of improving transparency.
These new requirements relate to the impact of liabilities
under supplier finance arrangements on the financial position
and cash flows, as well as on exposure to liquidity risk.
Additional information on these amendments is provided
in Note 11.5.4.
Amendment to IAS 12 – International Tax
Reform (Pillar Two)
France has transposed the Pillar Two international tax
reform into national law. As Casino, Guichard-Perrachon is a
French company, the reform has been applicable to all
jurisdictions where the Group operates under Pillar Two
rules since 1 January 2024. On the basis of these rules, no
additional tax was recognised in the Group's 2024
consolidated financial statements.
62
2024 UNIVERSAL REGISTRATION DOCUMENT – GROUPE CASINO
2
FINANCIAL AND ACCOUNTING INFORMATION
Consolidated financial statements
Other regulatory changes
Acquisition of rights to paid holiday during
a period of absence on sick leave in France
Following various rulings handed down by France’s Supreme
Court (Cour de Cassation) since September 2023 to bring
the French Labour Code into line with European Union law,
France’s DDADUE Act, which came into force on 24 April
2024, entitles employees to accrue two working days’ leave
per month during periods of non-occupational related
absences. This law is retroactive and applies to sick leave
taken since 1 December 2009. The law also provides for a
15‑month carryover period for long-term sick leave, after
which any entitlement expires. The Group took these
rulings into account in its 2023 financial statements
(see Note 1.1 on page 96 of the 2023 Universal Registration
Document). The accounting consequences recognised
in 2023 were adjusted in 2024 to reflect the final terms
of the legislation; the impact of these adjustments on the
consolidated financial statements was not material.
1.2
Basis of preparation and presentation of the consolidated
financial statements
1.2.1
Basis of measurement
The consolidated financial statements have been prepared
using the historical cost convention, with the exception of
the following:
• assets and liabilities acquired in a business combination,
which are measured at fair value in accordance with IFRS 3;
• derivative financial instruments and financial assets, which
are measured at fair value. The carrying amounts of assets
and liabilities hedged by a fair value hedge which would
otherwise be measured at cost are adjusted for changes
in fair value attributable to the hedged risk.
The consolidated financial statements are presented in euros,
which is the Company’s functional currency. The figures
in the tables have been rounded to the nearest million
euros and include individually rounded data. Consequently,
the totals and sub-totals shown may not correspond exactly
to the sum of the reported amounts.
The consolidated financial statements have been prepared
on a going concern basis (Note 1.2.2).
1.2.2
Going concern
As part of its Accelerated Safeguard Plan (Note 2.1),
the Group has restructured all of its gross debt (excluding
IFRS 16 lease liabilities), resulting in a reduction of €5.1 billion
in consolidated debt excluding TSSDIs.
At 31 December 2024, its net debt (Note 11.2) stood at €1.2 billion
(excluding IFRS 16 lease liabilities), breaking down as follows:
• gross debt of €2.0 billion (€7.4 billion at 31 December 2023);
• cash and cash equivalents of €0.8 billion (€1.1 billion at
31 December 2023);
• other financial assets of €0.1 billion (€0.2 billion at
31 December 2023).
Gross debt of €2.0 billion (of which a non-current portion of
€1.8 billion) consists mainly of the €1.4 billion Reinstated
Term Loan and the €0.3 billion reinstated Quatrim note
debt (ring-fenced property debt(1)).
The Group's liquidity position stood at €1.5 billion at
31 December 2024 (Note 11.5.4), comprising:
• available cash of €0.5 billion;
• confirmed credit lines totalling €1.0 billion, consisting
primarily of Monoprix’s reinstated undrawn RCF of
€711 million, which benefits from a covenant holiday until
30 September 2025 (Note 11.5.4).
The consolidated financial statements were approved by
the Board of Directors on a going concern basis, after taking
into account the information available to it as regards the
Group’s future development, in particular the cash forecasts
for the next 12 months. These forecasts are mainly based on
the following factors:
• transformation and cost efficiency plan:
• business stabilisation followed by recovery at (i) Monoprix,
Franprix and Casino in line with the “Renouveau 2028”
strategic plan initiated by the new management and
focused primarily on maintaining and developing
the franchise network, and at (ii) Cdiscount thanks to
the reinvestment plan launched in 2024,
• rapid implementation of cost-efficiency plans to restore
the Group's overheads/sales ratio to a sustainable level;
• management of the effects of selling the Casino France
hypermarkets and supermarkets:
• implementation of the employment protection plans
initiated by seven Group companies following the sale of
the hypermarket and supermarket businesses (Note 2.3),
• reallocation of resources and realignment of operating
costs to reflect the Group's new structure;
• drawdowns of financing facilities (in particular the
€711 million RCF) in compliance with bank covenants
once the covenant holiday ends (Note 11.5.4);
• planned sale of the Group’s remaining interest in GPA
(Note 3.1.2).
After analysing the risks and uncertainties in terms of
liquidity and considering the Group's ability to execute its
strategic plan and meet its financial commitments, the
Board of Directors validated the structured assumptions
supporting the preparation of the financial statements for
the year ended 31 December 2024 on a going concern basis.
(1)
The financial restructuring resulted in the ring-fencing of Quatrim from the rest of the Group. The Quatrim note debt will be repaid via an asset
divestment programme agreed with its creditors, who will have limited recourse to the Group’s assets.
GROUPE CASINO – 2024 UNIVERSAL REGISTRATION DOCUMENT
63
2
FINANCIAL AND ACCOUNTING INFORMATION
Consolidated financial statements
1.2.3
Use of estimates and judgements
The preparation of consolidated financial statements requires
management to make judgements, estimates and assumptions
that may affect the reported amounts of assets and liabilities
and income and expenses, as well as the disclosures made
in certain notes to the consolidated financial statements.
Due to their uncertain nature, these estimates may differ
from actual future results. Estimates and assessments are
reviewed at regular intervals and adjusted where necessary
to take into account past experience and any relevant
economic factors.
The judgements and estimates at 31 December 2023 have
been determined on a going concern basis (Note 1.2.2).
Preparation of the consolidated financial statements in
the context of the Group's transformation plan and
employment protection plans required the use of more
structured judgements and estimates than in normal
circumstances.
The main judgements and estimates are based on the
information available when the financial statements are
drawn up and concern the following:
• the business estimates and assumptions used to estimate
the Group's exposure to liquidity risk and assess its ability
to fulfil its financial commitments (Notes 1.2.2 and 11.5.4);
• the accounting treatment of the financial restructuring
(Note 2) and measurement of financial instruments
(Notes 11.3.1 and 11.4);
• the classification and measurement of assets in accordance
with IFRS 5 and the presentation and recognition of
discontinued operations (Note 3.5);
• the measurement of non-current assets and goodwill,
generally based on projected cash flows and specific
discount rates (Note 10.5);
• the measurement of deferred tax assets, particularly
estimates of the Group's ability to generate sufficient
future taxable profits (Note 9);
• recognition
and
measurement
of
provisions
for
restructuring (Note 13);
• the IFRS 16 application method, notably the determination
of discount rates and the lease term for the purpose of
measuring the lease liability for leases with renewal or
termination options (Note 7).
1.2.4
Risks related to climate change
As part of its monitoring of the risks related to climate change,
the Group performed detailed analyses of the impact of
climate change on the assets, operations and strategic
outlook of its continuing operations at 31 December 2024.
In order to anticipate the impact of climate risks on the
financial statements, in 2022 the Group launched a study
on climate-related physical risks in France, with the
assistance of a firm of consultants. According to the results
of this study, which is regularly reviewed to determine
whether it needs updating, the Group's exposure to acute
and chronic physical climate risks is low under the worst-
case scenario (RCP 8.5) over the periods to 2030 and 2050.
Considering this finding, the direct impact of climate change
on the Group’s financial statements is not considered to be
material to date.
Based
on
the
configuration
of
the
business
at
31 December 2024, identified climate risks are taken into
account in the Group’s strategic decisions and accounting
assumptions as reflected in its business plans, through:
• the measurement of asset values: climate risk is taken
into account in determining the useful lives of physical
assets and for impairment tests on intangible assets with
indefinite useful lives, considering expected regulatory
changes and changes in expected future cash flows;
• capital spending and decarbonisation plans: initiatives are
deployed to reduce the Group’s carbon footprint, for
example by replacing power-hungry equipment (conversion
of traditional refrigeration units to hybrid or natural gas
models, installation of highly energy-efficient equipment)
and optimising transportation methods;
• the commitment to reduce greenhouse gas emissions:
the Group has set a target of a 42% reduction by 2030 vs.
the 2023 baseline for Scopes 1 and 2, in line with the Paris
Agreement;
• the necessary realignment of the product offering to
reflect growing consumer demand for more sustainable
products: the Group’s vegan, eco-certified, local and bulk
ranges, and its second-hand or reconditioned product
offers, respond to this demand;
• analysis of financing opportunities: when planning its
future financing needs, the Group takes into account
changes in ESG criteria used by investors and banks.
Concerning transition risks, the Group may be exposed to:
• tensions over the supply of raw materials and disruptions
to the supply chain, particularly due to increasingly strict
regulatory environments for certain resources (e.g., plastic
packaging, fossil fuels);
• lenders’ sustainability requirements: access to finance
may depend on the Group’s greenhouse gas emissions
being aligned with Paris Agreement goals;
• evolving consumer behaviour: it may be necessary for the
Group to adapt its offer in order to keep pace with
changes in consumer demand for certain products;
• reputational damage: the Group’s image and reputation
may be affected by the changing expectations of
stakeholders (customers, investors, regulators) in terms
of climate responsibility.
The Group is continuing to track and assess changes in these
risks in order to adjust its strategies and anticipate their
potential impact on its financial and operating performance.
64
2024 UNIVERSAL REGISTRATION DOCUMENT – GROUPE CASINO
2
FINANCIAL AND ACCOUNTING INFORMATION
Consolidated financial statements
1.3
Presentation changes
The following changes have been made to the presentation
of the consolidated statement of cash flows, leading to the
restatement of comparative information for 2023.
• “Repayments of lease liabilities” now encompass all lease
payments, including payments for leases where the
underlying asset is permanently impaired, which were
previously reported on under “Other repayments” (Note 5.1).
• Similarly, “Interest paid, net” now includes all interest paid,
including interest on leases where the underlying asset is
permanently impaired, which was previously reported
under "Other repayments" in the consolidated statement
of cash flows (Note 5.1).
In 2023, lease payments included €23 million in payments
for leases where the underlying asset was permanently
impaired, of which €2 million consisted of interest payments.
The lines “Repayments of lease liabilities” and “Interest paid,
net” in the 2023 consolidated statement of cash flows have
been restated by €(21) million and €(2) million respectively.
NOTE 2
SIGNIFICANT EVENTS OF THE YEAR
Significant events of the year are the following:
2.1
Financial restructuring of the Group and share capital transactions
On 27 March 2024, Casino, Guichard-Perrachon completed
the restructuring of its debt, leading to a reduction of €5.1 billion
in consolidated gross debt. This involved carrying out the final
transactions provided for in Casino's safeguard plan approved
by the Paris Commercial Court on 26 February 2024 (the
“Accelerated Safeguard Plan”) and the accelerated safeguard
plans of its relevant subsidiaries, also approved by the Paris
Commercial Court on 26 February 2024, as follows:
• new money equity of €1,200 million through:
• a share capital increase with waiver of the shareholders’
preferential subscription rights in favour of France Retail
Holdings (term equivalent to the term “SPV Consortium”
as defined in the Accelerated Safeguard Plan) by
issuing 21,264,367,816 new ordinary shares for a gross
amount including share premium of €925 million,
underwritten by France Retail Holdings in full and in
cash on 26 March 2024, at a subscription price
(including share premium) of €0.0435 per new ordinary
share issued pursuant to said capital increase,
• a share capital increase, without pre-emptive subscription
rights in favour of the Secured Creditors, the Noteholders
and the TSSDI Holders who participated in the
Backstopped Share Capital Increase (as this term is
defined hereafter) in accordance with the Lock-up
Agreement (as the equivalent French term is defined in
the Accelerated Safeguard Plan) and the Guarantors
(term equivalent to the term “Backstop Group”
as defined in the Accelerated Safeguard Plan) by
issuing 5,965,292,805 new ordinary shares for a gross
amount including share premium of €275 million, at
a subscription price (including share premium) of €0.0461
per new ordinary share issued pursuant to said capital
increase, subscribed in full and in cash between
14 March 2024 and 22 March 2024 (the “Backstopped
Share Capital Increase” and, together with the Share
Capital
Increase
Reserved
for
Secured
Creditors,
the Share Capital Increase Reserved for Noteholders,
the Share Capital Increase Reserved for TSSDI Holders
and the Share Capital Increase Reserved for the SPV
Consortium, the “Share Capital Increases”);
• conversion of €5.2 billion of debt (including TSSDIs and
interest) into equity of €413 million (of which €100 million
nominal amount) through:
• a share capital increase, without pre-emptive subscription
rights, in favour of the Secured Creditors (as the
equivalent French term is defined in the Accelerated
Safeguard Plan) by issuing 9,112,583,408 new ordinary
Casino shares with a nominal value of €91 million,
subscribed on 27 March 2024 by offsetting its amount
against the "Residual Secured Loans" (as defined in the
Accelerated Safeguard Plan),
• a share capital increase, without pre-emptive subscription
rights, in favour of the Unsecured Creditors (as the
equivalent French term is defined in the Accelerated
Safeguard Plan) by issuing 706,989,066 new ordinary
shares to each of which is attached a warrant giving the
right to subscribe for ordinary shares (the “#3 Share
Warrants”) at an exercise price per share equal to €0.1688,
together giving the right to subscribe for a total number
of 1,082,917,221 new ordinary Casino shares with a nominal
value of €7 million, subscribed on 27 March 2024 by
offsetting its amount against the Unsecured Loans
(as defined in the Accelerated Safeguard Plan),
• a share capital increase, without pre-emptive subscription
rights, in favour of the TSSDI Holders (as defined in the
Accelerated Safeguard Plan) by issuing 146,421,410 new
ordinary shares with a nominal value of €1 million,
subscribed on 27 March 2024 by offsetting its amount
against the TSSDI debt (as defined in the Accelerated
Safeguard Plan);
• issue of 2,275,702,822 warrants at an exercise price of one
euro cent (€0.01), giving the right to subscribe to one (1) new
ordinary Casino share per warrant, each issued and freely
allocated by Casino under an issue, without pre-emptive
subscription rights, in favour of the Backstop Group and
the Secured Creditors who participated in the Backstopped
Share Capital Increase under the conditions set out in the
Lock-up Agreement (the “Additional Share Warrants”);
GROUPE CASINO – 2024 UNIVERSAL REGISTRATION DOCUMENT
65
2
FINANCIAL AND ACCOUNTING INFORMATION
Consolidated financial statements
• issue of 2,111,688,559 warrants at an initial exercise price of
€0.0461, giving the right to subscribe to one (1) new ordinary
Casino share per warrant, issued and freely allocated
by Casino under the share capital increase, without
pre‑emptive subscription rights, in favour of France
Retail Holdings and the Backstop Group (the “#1 Share
Warrants”);
• issue of 542,299,330 warrants at an exercise price of
€0.0000922, giving the right to subscribe to one (1) new
ordinary share per warrant, issued and freely allocated
by Casino under the share capital increase, without
pre‑emptive subscription rights, in favour of France Retail
Holdings and the Initial Guarantors (or “Initial Backstop
Group” as defined in the Accelerated Safeguard Plan)
(the “#2 Share Warrants”);
• a €2.7 billion refinancing package to be provided by the
Group's main creditors, comprising:
• a reinstated four-year RCF of €711 million (held by the
operating financing providers) maturing in March 2028
with an interest rate based on the Euribor (0% floor)
1.5% during the first 24 months, then Euribor (0% floor)
2%. This credit line benefits from an 18-month covenant
holiday as from the restructuring completion date, and
compliance with the covenants will therefore be tested
for the first time at 30 September 2025,
• a reinstated €1,410 million three-year Term Loan (for
which the creditors are the existing TLB lenders and the
existing RCF lenders at the date of restructuring who
are not providers of operating financing) maturing in
March 2027 and an interest rate of 6% for the first nine
months and 9% thereafter (paid in cash). This credit line
benefits from an 18-month covenant holiday as from
the restructuring completion date, and compliance
with the covenants will therefore be tested for the first
time at 30 September 2025,
• €491 million worth of notes issued by Quatrim (restructured
Quatrim note debt amounted to €581 million, including
€14 million in interest and before taking into account
the €90 million segregated account) reinstated with
a three-year maturity extension to January 2027 and
an additional one-year extension option exercisable
by the issuer. The financial restructuring resulted in
the ring-fencing of Quatrim from the rest of the Group.
This Quatrim note debt will be repaid via an asset
divestment programme agreed with its creditors, who
have limited recourse to certain of the Group’s other assets;
• operating financing for an initial total amount at the
restructuring date of approximately €1,270 million
(approximately €1,090 million at 31 December 2024),
with a two-year term as from 27 March 2024 and a one‑year
extension option exercisable by Casino (except for €13 million
of government-backed loans received by Cdiscount which
cannot be extended) subject in particular to compliance
with the hard covenants of the reinstated RCF.
Following Casino's financial restructuring, the Group is now
controlled by France Retail Holdings S.à r.l. (an entity
ultimately controlled by Daniel Křetínský).
These plans also provided for the financial restructuring
operations involving the Company's share capital described
below (Note 12.2).
• On 11 March 2024, the Board of Directors decided to reduce
the share capital due to losses (by reducing the nominal
value of Casino shares from €1.53 to €0.01 per share).
• Following the simultaneous completion of the Share Capital
Increases and the issue and allocation of the Share Warrants,
a reverse stock split was carried out on the Company’s
shares, such that 100 ordinary shares with a nominal value
of one euro cent (€0.01) each were exchanged for one
new share with a nominal value of one euro (€1) each.
• Following the reverse stock split, the Company's share
capital was reduced by reducing the nominal value of the
shares from one euro (€1) to one euro cent (€0.01) per
share, with the difference transferred to a restricted
reserves account.
Impact of these events on the 2024
income statement
In respect of the financial restructuring operations carried
out in March 2024, and more specifically, the conversion
into equity of secured and unsecured debt in the context
of the share capital increases in favour of secured and
unsecured creditors, the Group recognised, in accordance
with IFRS 9 (IFRIC 19 interpretation), a positive impact
of €3.5 billion on net financial income (expense) for 2024,
with no effect on cash or tax (“Net fair value gain on
converted and reinstated debt”), resulting mainly from the
difference between:
• the carrying amount of Casino, Guichard-Perrachon's
restructured secured and unsecured debt (i.e., nearly
€3.8 billion including accrued interest) at the settlement
date for the share capital increases of 27 March 2024; and
• the fair value of the new shares issued under the share
capital increases, i.e., approximately €0.4 billion, based on
a closing share price of €0.0391 on 28 March 2024.
The Group has analysed the consequences of signing the
amendments to the existing credit agreements (Term Loan B,
Quatrim notes and the RCF) in light of IFRS 9 debt modification
requirements. Given the extent of the modifications, and
considering that the amendments are an integral part
of the overall debt restructuring (they are interlinked with
the conversion of part of the debt into equity), the Group
concluded that the amendments substantially modify
the debt terms within the meaning of IFRS 9. Accordingly,
the existing debt was derecognised.
66
2024 UNIVERSAL REGISTRATION DOCUMENT – GROUPE CASINO
2
FINANCIAL AND ACCOUNTING INFORMATION
Consolidated financial statements
The new debt was recognised at fair value (different from
the amounts presented in the details of the safeguard plan)
and subsequently measured at amortised cost. In the Group’s
particular case, the interest rate terms applicable to the
reinstated debt were deemed appropriate to the Group’s
new risk profile, with the exception of the Term Loan;
the difference between the nominal amount of the Reinstated
Term Loan and its fair value (i.e., €63 million at that date) is
amortised over the life of the loan and is shown in financial
income and expense (“Net fair value gain on converted and
reinstated debt”).
Note 11.2.3 sets out the key terms and conditions of the
credit agreements.
The costs incurred by the Company in connection with the
financial restructuring were recognised under "Other operating
expenses", consistent with the presentation adopted in
the 2023 financial statements (Note 6.5), with the exception
of costs directly attributable to the listing of the new equity
instruments, which were deducted from additional paid-in
capital (€2 million).
Overall, the impact of the financial restructuring on the income statement can be summarised as follows at 27 March 2024:
(in € millions)
Amount
Fair value of debt converted into equity
3,431
Fair value of reinstated debt
63
Issue of #3 Share Warrants at fair value
(9)
IMPACT REPORTED ON NET FINANCIAL INCOME (EXPENSE)
3,486
Costs and fees reported under “Other operating expenses”
(81)
PROFIT (LOSS) BEFORE TAX RESULTING FROM THE FINANCIAL RESTRUCTURING AT 27 MARCH 2024
3,405
Impact on financial structure and debt
Net debt at 31 December 2024 was €5.0 billion lower than at 31 December 2023, mainly reflecting (i) new money equity for
€1.2 billion, and (ii) the conversion of debt into equity, accounting for a €3.8 billion decrease in debt.
(in € millions)
Carrying amount at
31 December 2024
Carrying amount at
31 December 2023
Change
EMTN notes/HY CGP
-
2,168
(2,168)
Casino Finance RCF/Reinstated Monoprix RCF(1)
-
2,051
(2,051)
Term Loan B/Reinstated Term Loan(2)
1,380
1,425
(45)
HY Quatrim Notes
300
553
(253)
Monoprix RCF exploitation
7
130
(123)
Other confirmed Monoprix Holding lines
-
40
(40)
Cdiscount government-backed loan
60
60
-
Other
293
1,016
(723)
Gross borrowings and debt
2,040
7,443
(5,403)
Cash and cash equivalents
(763)
(1,051)
288
Other financial assets
(74)
(211)
137
NET DEBT
1,203
6,181
(4,978)
(1)
Reinstated RCF with a nominal undrawn value of €711 million at 31 December 2024.
(2)
On the reinstatement date, the €1,410 million Term Loan was remeasured at fair value, leading to the recognition of a positive fair value
adjustment of €63 million in financial income in accordance with IFRS 13. Fair value adjustments to debt are amortised using the effective
interest method; at 31 December 2024, the amount net of amortisation was €30 million.
Impacts on the Company's governance
As part of the Group’s financial restructuring in accordance
with the Accelerated Safeguard Plan approved by the Paris
Commercial Court on 26 February 2024, the governance
of the Company was adapted with effect from the restructuring
completion date on 27 March 2024. The governance changes
reflect the new ownership structure and change of control
of Casino, which is now controlled by France Retail Holdings
S.à.r.l., and ultimately by Daniel Křetínský.
Substantially all members of the Board of Directors have been
replaced, and the functions of Chairman of the Board of
Directors and Chief Executive Officer have been separated,
with:
• Laurent Pietraszewski, Independent Director, appointed
as Chairman of the Board of Directors; and
• Philippe Palazzi appointed as Chief Executive Officer and
Director.
GROUPE CASINO – 2024 UNIVERSAL REGISTRATION DOCUMENT
67
2
FINANCIAL AND ACCOUNTING INFORMATION
Consolidated financial statements
The Board of Directors is supported by four Specialised
Committees:
• the Strategy Committee;
• the Audit Committee;
• the Appointments and Compensation Committee;
• the Governance and Social Responsibility Committee.
These committees are organised in accordance with the
recommendations of the Afep-Medef Corporate Governance
Code, particularly as regards the membership and remit of
the
Audit
Committee
and
the
Appointments
and
Compensation Committee.
2.2
Changes in governance at Monoprix and Naturalia
On 24 September 2024, as part of the implementation
of the Group's transformation plan, a new governance
structure was adopted for Monoprix and Naturalia in the
interests of strategic and operating consistency:
• Philippe Palazzi, Chief Executive Officer of Casino Group,
was appointed Chairman of Monoprix and Naturalia;
• Alfred Hawawini, previously Casino Group’s Transformation
and Strategy Director, was appointed Chief Executive
Officer of Monoprix;
• Richard Jolivet, Chief Executive Officer of Naturalia, now
reports directly to Philippe Palazzi, marking Naturalia's
elevation to the same rank as the Group's other brands.
2.3
Employment protection plan (EPP) resulting from the Group's
transformation plan
On 24 April 2024, Casino Group launched a plan to reorganise
its business following the sale of its hypermarkets and
supermarkets, with 3,230 jobs expected to be eliminated.
Employment protection plan (EPP) agreements were
negotiated and signed with the trade unions in the seven
companies concerned and have been validated by the
authorities.
The EPPs are currently being implemented and to date,
around 90% of the employees whose jobs are being
eliminated have been notified. Over 1,000 redundancies
have been avoided thanks to voluntary redundancy and
internal redeployment schemes. The Group's objective has
been to keep forced redundancies to a minimum.
The total cost of the EPPs, which corresponds mainly to the
amount in provisions at 31 December 2024, is provided in
Notes 3.1.3 and 13.1.
2.4
Sale of Éxito (Note 3.1.1)
In connection with the tender offers launched in the United
States and Colombia by the Calleja group for Éxito, on
26 January 2024, Casino Group announced that it had
completed the sale of its entire 34.05% direct stake.
This transaction followed on from the announcements
made on 16 October 2023 and 11 December 2023.
Grupo Pão de Açúcar (“GPA”), a Brazilian company controlled
at the time by Casino Group, also tendered its 13.31% stake
in Éxito to the offers.
At the close of the offer period, the Calleja group held
86.84% of the capital of Éxito. Accordingly:
• Casino Group received gross proceeds of USD 400 million
(€358 million net of transaction costs);
• GPA received gross proceeds of USD 156 million;
• Casino and GPA no longer hold any shares in Éxito
following the transaction.
2.5
GPA share issue and loss of control by Casino (Note 3.1.2)
On 14 March 2024, the Group announced that it had
completed an offering of new shares in Grupo Pão de Açúcar
("GPA"). A total of 220 million new shares were issued at
a price of BRL 3.2 per share, representing total proceeds
of BRL 704 million (approximately €130 million).
On completion of the transaction:
• Casino’s interest in GPA was diluted to 22.5% and it ceased
to be GPA’s majority shareholder;
• the Group's representation on GPA's Board of Directors
was reduced to two members, resulting in the loss of
control of this entity.
At 31 December 2024, the Group exercised significant
influence over GPA. Its equity-accounted stake is shown
within "Assets held for sale" for an amount of €44 million,
in accordance with IFRS 5 (Note 3.5.1).
68
2024 UNIVERSAL REGISTRATION DOCUMENT – GROUPE CASINO
2
FINANCIAL AND ACCOUNTING INFORMATION
Consolidated financial statements
2.6
Disposal of Casino France hypermarkets and supermarkets
(including Codim) (Note 3.1.3)
As part of its restructuring and strategic refocusing, on
18 December 2023, the Group began exclusive negotiations
for the sale of nearly all its hypermarkets and supermarkets
in France.
Following these discussions, successive agreements were signed
with Auchan Retail France, Groupement Les Mousquetaires
and Carrefour, setting out the terms and conditions of the sale
of 287 stores and adjoining service stations, for an enterprise
value of between €1.3 billion and €1.35 billion. These sales
constituted a global and indivisible transaction between
the various buyers.
The agreements included:
• a unilateral purchase agreement with Auchan Retail France;
• a memorandum of understanding with Groupement
Les Mousquetaires, including a draft purchase agreement;
• a supplementary agreement signed on 8 February 2024
with Carrefour for the purchase of some of the stores
that Groupement Les Mousquetaires had initially planned
to acquire.
Inclusion in the transactions of logistics
activities and employee-related commitments
Under the terms of the agreements, certain logistics activities
and strategic warehouses were included in the transaction,
as follows:
• Auchan has taken over the operation of the Aix-en-Provence 1
warehouse;
• logistics service contracts for the Montélimar Frais, Corbas
Gel and Salon-de-Provence Gel sites have been transferred
to Groupement Les Mousquetaires;
• ID Logistics, a partner of Groupement Les Mousquetaires,
has taken over an additional logistics base in the centre-east
of France.
Groupement Les Mousquetaires and Auchan also committed to:
• taking over the employment contracts of all the employees
working in the stores and adjoining service stations,
in line with the obligation provided for in Article L. 1224-1
of the French Labour Code;
• maintaining the employee benefits provided under the
Casino collective bargaining agreement for 15 months,
unless more favourable conditions applied or a replacement
agreement was negotiated (Articles L. 2261-14 et seq. of
the French Labour Code);
• encouraging Casino Group employees to apply for open
positions or offer them the opportunity to become store
managers.
An HR monitoring committee was set up with the buyers
to support the transition in coordination with the labour
inspectors responsible for overseeing implementation of
the Accelerated Safeguard Plan.
The disposals were spread over 2024, as follows:
Date
Number of
stores sold
Breakdown
30 April 2024
121
78 supermarkets, 42 hypermarkets and 1 Drive location
31 May 2024
90
79 supermarkets, 10 hypermarkets and 1 Leader Price store
1 July 2024
71
63 supermarkets, 5 hypermarkets, 1 Spar and 2 Drive locations
30 September 2024
64
52 supermarkets, 1 hypermarket and 11 Franprix/Leader Price/Casino stores
October and November 2024
2
2 supermarkets
In all, 348 stores were sold in 2024, as follows:
• sale of 277 stores to Groupement Les Mousquetaires, Auchan
Retail France and Carrefour, in accordance with the
agreements signed on 24 January and 8 February 2024;
• sale of the Group’s 51% remaining stake in 65 stores that
were already 49%-owned by Groupement Les Mousquetaires
(agreement dated 26 May 2023);
• sale on 30 September 2024 of an additional four
supermarkets converted to the Super U and Lidl banners;
• sale in October and November 2024 of two supermarkets,
including one store converted to the Triangle banner and
another sold to Carrefour.
On 1 October 2024, the Group announced that it had
completed the sale of 100% of Codim 2 to the Rocca group
in accordance with the agreements announced on 22 June
2024. Codim 2 operated four hypermarkets, nine supermarkets,
three cash & carry outlets and two Drive locations in Corsica,
together representing net sales of €332 million in 2023.
The Rocca group has taken over all the stores, which have been
converted to the Auchan banner, as well as all employees
working in the stores and at Codim 2’s head office.
Substantially all hypermarket and supermarket activity has
now been discontinued. The last two supermarkets operated
by the Group are due to be sold in first-quarter 2025.
GROUPE CASINO – 2024 UNIVERSAL REGISTRATION DOCUMENT
69
2
FINANCIAL AND ACCOUNTING INFORMATION
Consolidated financial statements
2.7
End of the Sirius Achats partnership (purchase of technical goods:
large and small household appliances; audiovisual equipment)
On 24 April 2024, after almost two years, BUT, Conforama,
MDA Company, Casino Group and Intermarché have
decided, in accordance with the terms of their agreements,
to terminate their central purchasing hub Sirius Achats
with effect from 15 June 2024. Each banner can now forge
new partnerships in technical goods purchasing or deepen
intra-group synergies.
2.8
Statutory buyout by Casino and France Retail Holdings
of all issued shares in Cnova
On 7 May 2024, France Retail Holdings S.à.r.l. (“FRH”, an
entity ultimately controlled by Daniel Křetínský) and Casino,
Guichard-Perrachon, jointly submitted a petition to the
Enterprise Chamber of the Amsterdam Court of Appeal in
the Netherlands (“Enterprise Chamber”) pursuant to Article
5:72(3) and/or Article 5:71(1) of the Dutch Financial Supervision
Act (Wet op het financieel toezicht – “Wft”) for an exemption
from the obligation to file a public tender offer as referred
to in Article 5:70 of the Wft.
On 17 October 2024, Casino Guichard-Perrachon initiated
statutory buyout proceedings (uitkoopprocedure), in accordance
with Article 2:92a of the Dutch Civil Code (“DCC”), with the
Enterprise Chamber of the Court of Appeal in Amsterdam,
the Netherlands (the “Enterprise Chamber”), for the
purpose of acquiring all issued shares in Cnova N.V.
The statutory buyout followed the judgement that FRH and
Casino received from the Enterprise Chamber on 20 June 2024,
granting FRH an exemption from making a mandatory
tender offer. This exemption was subject to the condition
that Casino would, within four months of the judgement,
initiate statutory buyout proceedings (uitkoopprocedure)
in accordance with Article 2:92a of the DCC. In the press
release announcing the statutory buyout, Casino also made
reference to the press release dated 21 June 2024.
In the buyout proceedings, Casino requested the Enterprise
Chamber to implement the transfer of the Cnova shares
held by the minority shareholders of Cnova to Casino, for
a buyout price of €0.09 per share (or for a higher price
which would be determined by the Enterprise Chamber),
plus statutory interest as from 30 June 2024. Eight Advisory,
valorisation expert, was appointed in the context of the
buyout proceedings and prepared a valuation report
confirming the buyout price of €0.09. The buyout proceedings
were initiated by the delivery of a summons to the minority
shareholders of Cnova.
On 11 February 2025, the Enterprise Chamber rendered its
judgement in the buyout proceedings, ruling that €0.09
was a fair buyout price per share in Cnova (Note 15). Once
the share transfer has been completed, Casino will apply
to delist the Cnova shares from Euronext Paris.
Casino holds 98.83% of Cnova’s capital and voting rights,
directly and indirectly (including treasury shares). The
4,034,902 shares held by minority shareholders and subject
to the statutory buyout proceedings represent 1.17%
of Cnova's share capital.
2.9
Disposal of the remaining interest in GreenYellow (Note 3.1.4)
On 28 May 2024, the Group completed the sale of its remaining
10.15% stake in GreenYellow to Ardian and Bpifrance. As an
essential and decisive condition of this transaction, all the
sums owed between the Casino and GreenYellow groups
as a result of the sale of the hypermarkets and supermarkets
to Groupement Les Mousquetaires and Auchan, as authorised
under the Accelerated Safeguard Procedure, have been settled.
The amount actually received by Casino was €45 million
(Note 4.6), for a transaction value of €115 million.
Casino Group no longer holds any stake in GreenYellow
following this disposal.
2.10
Partnership renewed between the Sherpa cooperative and Casino
On 8 July 2024, the Group and the Sherpa cooperative
announced that they had renewed their partnership.
Casino will continue to supply the 119 food stores in the
Sherpa network, which is the retail benchmark in mountain
regions. This renewal is a continuation of the partnership
that has linked the two brands since 2009. The supply
contract includes providing cooperative members with
a wide range of products and ensuring quality delivery
to stores. The contract came into effect on 1 October 2024.
70
2024 UNIVERSAL REGISTRATION DOCUMENT – GROUPE CASINO
2
FINANCIAL AND ACCOUNTING INFORMATION
Consolidated financial statements
2.11
Partnership renewed between TotalEnergies and Casino
On 25 July 2024, Casino Group and TotalEnergies announced
the renewal of their strategic partnership for supplying
more than 1,000 service stations in France. The new agreement,
consolidating a partnership of over 20 years between the two
companies, came into force on 1 October 2024 for a duration
of five years (three-year contract renewable for two years).
2.12
Creation of the Aura Retail alliance
On 23 September 2024, Intermarché, Auchan and Casino(1)
announced that they were cementing their long-term
purchasing partnership with the creation of the Aura Retail
alliance.
At a time when purchasing power remains the number one
concern for the French, and the country emerges from
a period of high inflation, the Aura Retail alliance and its five
operating structures will capitalise on the strengths
and complementarities of Intermarché-Netto, Auchan and
Casino to strengthen the weight of the three groups
in commercial negotiations with major manufacturers.
The Aura Retail structures will also offer additional development
and innovation opportunities to other manufacturers with
whom the three groups have long-standing partnerships.
This alliance comprises five operating units offering 10-year
purchasing partnerships between the three groups.
For food purchases, Aura Retail will be made up of three
central purchasing units managed by Intermarché:
• Aura Retail Achats Alimentaires will operate purchasing
synergies for some 200 national brand FMCG manufacturers
for the Intermarché-Netto, Auchan and Casino banners.
The company, based in Massy, in the Paris region, will be
managed
by
Emmanuel
Lavit
(Chairman)
and
Frédéric Lecoq (CEO);
• Aura Retail International Food Services will negotiate
international services with major multinational industrial
groups and offer synergies in the many European countries
where the partners are based (Portugal, Spain, France,
Belgium, Luxembourg, Poland, Romania and Hungary).
The Brussels-based company will be managed by
Jean‑Baptiste Berdeaux (Chairman of the Board of
Directors) and Olivier Mercier (CEO);
• Aura Retail Private Label will enable European food
manufacturers marketing private labels to benefit from
more market efficient access via joint tender offers by the
Intermarché, Auchan and Casino groups. The company,
based in Massy, in the Paris region, will be managed by
Emmanuel Lavit (Chairman), Jérôme Dumont (Operations
Director) and Corinne Aubry-Lecomte (General Secretary).
For non-food purchases of national brands, two structures
have been set up by Aura Retail and managed by Auchan:
• Aura Retail Achats Non Alimentaires will offer synergies to
the 100 largest manufacturers selling national non-food
brands. The company, based in Villeneuve-d'Ascq in northern
France, will be managed by Stéphane Boennec (Chairman)
and Isabelle Saluden (CEO);
• Aura Retail International Non-Food Services will market
international services to leading multinational non-food
manufacturers. The Luxembourg-based company will be
managed by Arnaud Bricmont (Chairman of the Board
of Directors) and Dimitri Proskurovsky (CEO).
Lastly, for private label non-food products, the three groups
will consolidate their purchases via the existing Organisation
Intragroupe des Achats (OIA) central purchasing unit,
a subsidiary of Auchan. This company, which already buys
private label non-food ranges for all countries where Auchan
is present, will be able to accept business volumes from
Intermarché and Casino as part of joint tender offers.
These partnerships have been built in strict compliance
with applicable competition law and regulations. They have
been submitted to the relevant competition authorities and
employee representative bodies.
Each partner retains full independence in terms of its
commercial, pricing and promotional policies, as well as in
terms of store network development.
2.13
Casino Group’s “Renouveau 2028” strategic plan
On 14 November 2024, the Group published a strategic plan
named “Renouveau 2028”, with the aim of achieving the best
of brands in convenience retailing.
After focusing on its financial, managerial and organisational
restructuring plan, the Group is now entering a new phase
of its recovery and development. The plan has been rolled
down to each of its brands (Monoprix, Franprix, Casino,
Cdiscount, Naturalia, Spar and Vival).
The Group intends to reinvent convenience by focusing on
its three key markets, in each case with the aim of:
• being the go-to choice for day-to-day food shopping;
• becoming a major player in takeaway food;
• being the leader in providing new everyday services.
(1)
Casino, Franprix, Monoprix and Cdiscount.
GROUPE CASINO – 2024 UNIVERSAL REGISTRATION DOCUMENT
71
2
FINANCIAL AND ACCOUNTING INFORMATION
Consolidated financial statements
The Group will get the transformation under way by leveraging
five strategic drivers:
• strong, unique and complementary brands that, together,
meet customers’ needs across France;
• a culture of service that will drive each brand to redefine
its relationship with its customers, franchisees, suppliers,
partners and vendors;
• Casino’s power as a group, enabling it to pool, optimise
and strengthen all support services;
• the unifying force represented by the teams’ energy and
expertise;
• the Group’s commitment to embodying its societal and
environmental values.
These various drivers described in the 2028 strategic plan
are designed to put Casino Group back on track to deliver
profitable and sustainable growth.
2.14
Transfer by Trinity of its shares in France Retail Holdings to EPEI III
On 19 November 2024, Casino, Guichard-Perrachon was
informed of the signing of a share purchase agreement by
which Trinity Investments Designated Activity Company,
whose management company is Attestor Limited (“Trinity”)
was to transfer to EP Equity Investment III S.à.r.l. (“EPEI”, an
entity ultimately controlled by Daniel Křetínský) its 7.65%
shareholding in France Retail Holdings S.à.r.l.
The transfer was completed on 11 February 2025 (Note 15). It
had no impact on the allocation of the share capital and
voting rights of Casino, which remains ultimately controlled
by Daniel Křetínský.
2.15
Sale of over €200 million of commercial real estate assets
to Tikehau Capital and repayment to holders of Quatrim
secured notes
Following the signature in June 2024 of an agreement with
Tikehau Capital covering a portfolio of 30 real estate assets,
Casino Group announced that on Thursday, 26 September
2024 it had finalised the sale of 26 of these assets for a net
selling price of over €200 million, excluding subsequent
earnouts (Notes 3.5.1 and 6.5).
The conditions precedent for the remaining four assets
could not be lifted within the time frame set out in the
contract with Tikehau Capital. Buyers are currently being
actively sought for these assets.
The real estate portfolio sold to Tikehau Capital consists of
hypermarket and supermarket premises leased to Casino,
Intermarché, Carrefour and Auchan, as well as ancillary lots
within these real estate complexes, some of which offer real
estate development potential.
Tikehau Capital has entrusted the management of these
property assets to Casino Group for a period of five years.
The net proceeds of the sale were used to reduce
Casino Group’s debt towards the noteholders of its
subsidiary Quatrim, in line with applicable documentation.
The total payment to the noteholders amounted to
€199 million, including €190 million in principal and
€8 million in accrued interest.
This payment reduced the nominal amount of the Quatrim
secured notes to €300 million (Note 11.2.3).
2.16
Sale of €77 million of real estate assets to Groupement
Les Mousquetaires
On 3 December 2024, the Group signed a binding agreement
for the sale to Groupement Les Mousquetaires of a portfolio
of 69 real estate assets, consisting mainly of car parks, service
stations, supermarket premises and ancillary lots adjoining
stores now operated by Groupement Les Mousquetaires.
Payment of the sale price of €77 million was scheduled for
the first half of 2025. The transaction will reduce
Casino Group’s debt to the noteholders of its subsidiary
Quatrim.
2.17
Continuation of Monoprix’s development strategy on the African
continent and agreement to expand its presence in Egypt
On 3 December 2024, Monoprix announced that it had forged an alliance with local franchise partner TMT For Food and
Beverages, to expand its presence in Egypt. The first stores are due to open in 2025.
72
2024 UNIVERSAL REGISTRATION DOCUMENT – GROUPE CASINO
2
FINANCIAL AND ACCOUNTING INFORMATION
Consolidated financial statements
2.18
Sale of a €50 million real estate portfolio to Icade Promotion
On 21 December 2024, the Group signed a binding
agreement to sell a portfolio of 11 real estate assets to
Icade Promotion for a sale price of €50 million. The portfolio
consists of car parks, undeveloped land, premises and
ancillary plots adjoining third-party operated stores, all with
conversion potential.
At the same time, Casino Group and Icade Promotion
signed agreements under which Casino Immobilier will
manage some of this portfolio for a period of four years.
In addition, the agreements also provide for Casino Group
to potentially acquire a stake in certain companies that will
manage Icade’s property development projects.
For Casino Group, this transaction – which is in line with the
Renouveau 2028 strategy alongside local authorities and
partners – will notably reduce the Group’s debt, in particular
vis-à-vis the noteholders of its subsidiary Quatrim.
The sale is expected to be completed in the first half of 2025.
NOTE 3
SCOPE OF CONSOLIDATION
ACCOUNTING PRINCIPLES
Basis of consolidation
The consolidated financial statements include the financial
statements of all material subsidiaries, joint ventures and
associates over which the parent company exercises control,
joint control or significant influence, either directly or
indirectly (see list of consolidated companies in Note 17).
Subsidiaries
Subsidiaries are companies controlled by the Group.
Control exists when the Group (i) has power over the
entity, (ii) is exposed or has rights to variable returns from
its involvement with the entity, and (iii) has the ability to
affect those returns through its power over the entity.
The consolidated financial statements include the
financial statements of subsidiaries from the date when
control is acquired to the date at which the Group no
longer exercises control. All controlled companies are
fully consolidated in the Group’s statement of financial
position, regardless of the percentage interest held.
Potential voting rights
Control is assessed by taking potential voting rights into
account, but only if they are substantive; that is, if the
entity has the practical ability to exercise its rights with
respect to the exercise price, date and terms.
The Group may own share warrants, share call options,
debt or equity instruments that are convertible into
ordinary shares or other similar instruments that have
the potential, if exercised or converted, to give the Group
voting power or reduce another party’s voting power
over the financial and operational policies of an entity.
The existence and effect of potential voting rights that
are currently exercisable or convertible are considered
when assessing whether the Group has control of another
entity. Potential voting rights are not currently exercisable
or convertible when, for example, they cannot be exercised
or converted until a future date or until the occurrence of
a future event.
Joint ventures
A joint venture is a joint arrangement in which the parties
that exercise joint control over an entity have rights to its
net assets. Joint control involves the contractually agreed
sharing of control over an entity, which exists only when
decisions about the relevant activities require the unanimous
consent of the parties sharing control.
Joint ventures are accounted for in the consolidated financial
statements using the equity method.
Associates
Associates are companies in which the Group exercises
significant influence over financial and operational policies
without having control. They are accounted for in the
consolidated financial statements using the equity method.
Equity method of accounting
The equity method provides that an investment in an
associate or a joint venture be recognised initially at
acquisition cost and subsequently adjusted by the Group’s
share in profit or loss and, where appropriate, in other
comprehensive income of the associate or joint venture.
Goodwill related to these entities is included in the carrying
amount of the investment. Any impairment losses and gains
or losses on disposal of investments in equity-accounted
entities are recognised in “Other operating income and
expenses”.
Profits/losses from internal acquisitions or disposals with
equity-accounted associates are eliminated to the extent
of the Group’s percentage interest in these companies.
In the absence of any guidance in IFRS concerning cases
where the amount to be eliminated is greater than the
carrying amount of the investment in the equity-accounted
company, the Group has elected to cap the amount
eliminated from the accounts in the transaction year and
to deduct the uneliminated portion from its share of the
equity-accounted company’s profits in subsequent years.
The Group follows a transparent approach to accounting
for associates under the equity method and takes into
account, if relevant, its final percentage interest in the
associate for the purpose of determining the proportion
of profit (loss) to be eliminated.
GROUPE CASINO – 2024 UNIVERSAL REGISTRATION DOCUMENT
73
2
FINANCIAL AND ACCOUNTING INFORMATION
Consolidated financial statements
In the absence of any standard or interpretation covering
dilution of the Group’s interest in a subsidiary of an
equity-accounted company, the dilution impact is
recognised in the Group’s share of the profit (loss) of the
equity-accounted investee.
Business combinations
As required by IFRS 3 revised, the consideration transferred
(acquisition price) in a business combination is measured
at the fair value of the assets transferred, equity interests
issued and liabilities incurred on the date of the transaction.
Identifiable assets acquired and liabilities assumed are
measured at their acquisition-date fair values.
Acquisition-related costs are recognised in “Other operating
expenses”, except for those related to the issue of equity
instruments.
Any excess of the consideration transferred over the fair
value of the identifiable assets acquired and liabilities
assumed is recognised as goodwill. At the date when
control is acquired and for each business combination,
the Group may elect to apply either the partial goodwill
method (in which case, the amount of goodwill is limited
to the portion acquired by the Group) or the full goodwill
method. Under the full goodwill method, non-controlling
interests are measured at fair value and goodwill is
recognised on the full amount of the identifiable assets
acquired and liabilities assumed.
Business combinations completed prior to 1 January 2010
were accounted for using the partial goodwill method,
which was the only method applicable prior to publication
of the revised version of IFRS 3.
In the case of an acquisition achieved in stages (step
acquisition), the previously held interest is remeasured
at fair value at the date control is acquired. The difference
between the fair value and carrying amount of the previously
held interest is recognised directly in profit or loss (under
“Other operating income” or “Other operating expenses”).
Goodwill may not be adjusted after the measurement
period (not exceeding 12 months from the date when
control is acquired). Any subsequent acquisitions of non-
controlling interests do not give rise to the recognition of
additional goodwill.
Any contingent consideration is included in the consideration
transferred at its acquisition-date fair value, whatever the
probability that it will become due. Subsequent changes
in the fair value of contingent consideration due to facts
and circumstances that existed as of the acquisition date
are recorded by adjusting goodwill if they occur during
the measurement period or directly in profit or loss
for the period under “Other operating income” or “Other
operating expenses” if they arise after the measurement
period, unless the obligation is settled in equity instruments.
In that case, the contingent consideration is not remeasured
subsequently.
Intra-group transfers of shares
in consolidated companies
In the absence of any guidance in IFRS on the accounting
treatment of intra-group transfers of shares in consolidated
companies leading to a change in percentage interest,
the Group applies the following principle:
• the transferred shares are maintained at historical cost
and the gain or loss on the transfer is eliminated in full
from the accounts of the acquirer;
• non-controlling interests are adjusted to reflect the
change in their share of equity, and a corresponding
adjustment is made to consolidated reserves, without
affecting profit or total equity.
Costs and expenses related to intra-group transfers of
shares and to internal restructuring in general are included
in “Other operating expenses”.
Foreign currency translation
The consolidated financial statements are presented in
euros, which is the functional currency of the Group’s parent
company. Each Group entity determines its own functional
currency and all of their financial transactions are measured
in that currency.
The financial statements of subsidiaries that use a different
functional currency from that of the parent company are
translated using the closing rate method, as follows:
• assets and liabilities, including goodwill and fair value
adjustments, are translated into euros at the closing
rate, corresponding to the spot exchange rate at the
reporting date;
• income statement and cash flow items are translated
into euros using the average rate of the period unless
significant variances occur.
The resulting translation differences are recognised directly
within “Other comprehensive income (loss)”. When a foreign
operation is disposed of, the cumulative differences
recognised in equity on translation of the net investment
in the operation concerned at successive reporting dates
are reclassified to profit or loss. Because the Group applies
the step-by-step method of consolidation, the cumulative
translation differences are not reclassified to profit or loss
if the foreign operation disposed is part of a sub-group.
This reclassification will occur only at the disposal of the
sub-group.
Foreign currency transactions are initially translated into
euros using the exchange rate on the transaction date.
Monetary assets and liabilities denominated in foreign
currencies are translated at the closing rate and the resulting
translation differences are recognised in the income
statement under "Foreign currency exchange gains" or
"Foreign currency exchange losses". Non-monetary assets and
liabilities denominated in foreign currencies are translated
at the exchange rate applicable on the transaction date.
Exchange differences arising on translation of the net
investment in a foreign operation are recognised in the
consolidated financial statements as a separate component
of equity and reclassified to profit or loss on disposal of
the net investment.
74
2024 UNIVERSAL REGISTRATION DOCUMENT – GROUPE CASINO
2
FINANCIAL AND ACCOUNTING INFORMATION
Consolidated financial statements
Exchange differences arising on translation of (i) foreign
currency borrowings hedging a net investment denominated
in a foreign currency or (ii) permanent advances made to
subsidiaries are also recognised in equity and reclassified
to profit or loss on disposal of the net investment.
In accordance with IAS 29, the statements of financial
position and income statements of subsidiaries operating
in hyperinflationary economies are (i) restated to take
account of changes in the general purchasing power of
the local currency, using official price indices applicable
on the reporting date, and (ii) converted into euros at the
exchange rate on the reporting date. Argentina was
qualified by the Group as a hyperinflationary economy
from 2018 until its local business was sold in early 2024.
3.1
Transactions affecting the scope of consolidation in 2024
3.1.1
Sale of Éxito
On 26 January 2024, the Group sold its entire 47.36% stake
in Éxito (including a 13.31% stake via GPA) resulting in a loss
of control of this company in connection with the tender
offers launched in the United States and Colombia by the
Calleja group (Note 2.4).
Total
sale
proceeds
for
the
Group
represented
USD 556 million (€514 million) and the amount received
after disposal costs was €505 million, of which €358 million
for Casino Group and the remainder for GPA.
In accordance with IFRS 5 – Assets Held for Sale and
Discontinued Operations, the net profit (loss) after tax for 2023
and 2024 are presented on a separate line of the consolidated
income statement – “Net profit (loss) from discontinued
operations” – and cash flows for the period are presented
under “Discontinued operations” in the consolidated statement
of cash flows.
This transaction led to the recognition of a net disposal loss
of €772 million after tax, included under the caption “Net
profit (loss) from discontinued operations” (Note 3.5.2). This
amount takes into account cumulative negative translation
adjustments of €778 million reclassified to the income
statement (portion attributable to owners of the parent).
Its impact on equity was a €643 million reduction in
non‑controlling interests (Consolidated statement of changes
in equity).
The impact on cash flows relating to divestments of
discontinued operations was €153 million net of cash and
cash equivalents sold.
3.1.2
Loss of control of GPA
GPA's
BRL
704
million
share
capital
increase
on
14 March 2024 diluted the Group's stake in GPA from
40.92%
to
22.5%.
The
share
capital
increase
was
accompanied by a change in GPA's governance which
resulted in the loss of control of the company by Casino
(Note 2.5). The loss of control was reflected in the Group's
consolidated financial statements by:
• derecognition of GPA’s assets and liabilities held for sale,
which have been presented on a separate balance sheet
line since December 2023 (Note 3.5.1);
• recognition of a dilution loss of €1,553 million, including
the reclassification of the translation reserve to income
representing a negative €1,574 million (attributable to
owners of the parent) (Note 3.5.2);
• derecognition of non-controlling interests for €61 million;
• negative impact of €393 million on cash flows relating to
divestments of discontinued operations, corresponding
to the derecognition of cash and cash equivalents;
• recognition of the residual 22.5% stake in GPA within
investments in equity-accounted investees for €63 million,
based on the stock market price on 15 March 2024.
The investments in equity-accounted investees were classified
as “Assets held for sale” at 31 December 2024 in accordance
with IFRS 5 for an amount of €44 million based on the
stock market price (Notes 3.5.1 and 3.5.3).
3.1.3
Disposal of Casino France
hypermarkets and supermarkets
(including Codim)
During the year, the Group sold substantially all its hypermarkets
and supermarkets, mainly to Groupement Les Mousquetaires
and the Auchan, Carrefour and Rocca groups (Note 2.6).
The sale price was €1,773 million in 2024, not including the
€135 million prepayment received in 2023.
The net impact of these transactions on the 2024 income
statement was a loss of €56 million, which included the
operating losses of the stores up to the date of their disposal
and the associated restructuring costs, including employment
protection plan costs, the cost of exiting furniture and
equipment leases and contract termination costs (Note 3.5.2).
The net amount received in 2024 in respect of these disposals,
presented under discontinued operations, came to €245 million
after taking into account the restructuring costs mentioned
above and the change in working capital related to these
businesses. At 31 December 2024, the remaining net cash
outflow in respect of these businesses was estimated at
€500 million, mainly comprising (i) €250 million in employment
protection plan costs and (ii) €150 million in contract termination
costs. Most of these impacts are recognised under “Provisions
for liabilities and charges” (Note 13.1).
GROUPE CASINO – 2024 UNIVERSAL REGISTRATION DOCUMENT
75
2
FINANCIAL AND ACCOUNTING INFORMATION
Consolidated financial statements
3.1.4
Sale of GreenYellow
On 28 May 2024, the Group completed the sale of its
remaining 10.15% stake in GreenYellow to Ardian and
BPI France for a transaction value of €115 million excluding
costs. The impacts of this transaction on the Group's
consolidated financial statements are as follows:
• disposal loss of €13 million net of costs, included within
“Other operating income” (Note 6.5);
• inflow of €45 million net of fees (Note 4.6), which takes
into account all sums owed by Casino Group to
GreenYellow amounting to €69 million.
Casino Group no longer holds any stake in GreenYellow
following this disposal.
3.2
Transactions affecting the scope of consolidation in 2023
3.2.1
Sale of Assaí
On 17 March 2023, the Group sold an 18.8% stake in Assaí
through a secondary offering at the price of BRL 16 per
share (USD 15.13 per ADS), leading to a loss of control of
Sendas (Assaí). The transaction was followed on 23 June 2023
by the sale of the Group’s remaining stake in this company.
The total proceeds received by the Group from these two
transactions
amounted
to
€1,125
million
(excluding
transaction costs) (Note 3.5.2).
The transactions led to the recognition of a net disposal loss
of €65 million after tax, included under the caption “Net
profit (loss) from discontinued operations” (Note 3.5.2).
This amount takes into account cumulative translation
adjustments reclassified to the income statement on
disposal, representing a negative amount of €453 million,
and transaction costs of €46 million. The transaction decreased
non-controlling interests by €921 million (Consolidated
statement of changes in equity).
3.2.2
Sale of Sudeco
On 31 March 2023, the Group sold its real estate management
subsidiary Sudeco to Crédit Agricole Immobilier for
€39 million, generating a pre-tax gain of €37 million net of
transaction costs. The impact on the Group’s cash and cash
equivalents was a negative €64 million (Note 4.5).
3.3
Investments in equity-accounted investees
3.3.1
Details and changes in investments in equity-accounted investees
(in € millions)
1 January
2024
Impairment
losses
Share of
profit (loss)
for the year
Dividends
Other
movements
31 December
2024
ASSOCIATES
GreenYellow Holding(1)
129
-
(2)
-
(126)
-
Franprix-Leader Price Group associates
8
-
(3)
-
3
8
AEW
34
-
2
(1)
-
34
Other
20
-
(3)
(1)
2
17
JOINT VENTURES
Distridyn
11
-
(6)
-
-
5
Other
10
-
(1)
-
(2)
17
31 DECEMBER 2024
212
-
(14)
(3)
(124)
71
(1)
The Group’s remaining stake in GreenYellow was sold on 28 May 2024 (Note 3.1.4).
76
2024 UNIVERSAL REGISTRATION DOCUMENT – GROUPE CASINO
2
FINANCIAL AND ACCOUNTING INFORMATION
Consolidated financial statements
(in € millions)
1 January
2023
Impairment
losses
Share of
profit (loss)
for the year
Dividends
Other
movements(1)
31 December
2023
ASSOCIATES
GreenYellow Holding
147
-
(4)
-
(15)
129
Franprix-Leader Price Group associates
9
(1)
(1)
-
2
8
AEW
32
-
3
(1)
-
34
FIC (GPA)
92
-
12
(5)
(99)
-
Other
21
(3)
2
-
-
20
JOINT VENTURES
Distridyn
11
-
1
-
-
11
Tuya (Éxito)
56
-
(24)
-
(32)
-
Other
15
-
-
(1)
(4)
10
31 DECEMBER 2023
382
(4)
(10)
(8)
(147)
212
(1)
In 2023, this column mainly reflected the reclassification of Éxito and GPA under assets held for sale, in accordance with IFRS 5.
Dividends received from associates and joint ventures amounted to €3 million in 2024 (2023: €3 million).
3.3.2
Share of contingent liabilities
of equity-accounted investees
At 31 December 2024 and 2023, none of the Group’s equity-
accounted investees had any material contingent liabilities,
with the exception of GPA, whose interest is presented
under assets held for sale in accordance with IFRS 5
(Note 3.5.3).
3.3.3
Commitments to joint ventures
The Group had given guarantees to Distridyn (also
presented in Note 6.11.1) for an amount of €57 million at
31 December 2024 (€60 million at end-December 2023).
3.4
Commitments related to the scope of consolidation
3.4.1
Put options granted to owners of non-controlling interests – “NCI puts”
ACCOUNTING PRINCIPLE
The Group has granted put options to the owners of non-
controlling interests in some of its subsidiaries. The exercise
price may be fixed or based on a predetermined formula.
The options may be exercisable at any time or on a specified
date. In accordance with IAS 32, obligations under these
NCI puts are recognised as “Financial liabilities”; fixed
price options are recognised at their discounted present
value and variable price options at the discounted present
value of the estimated exercise price; along with “Put
options granted to owners of non-controlling interests”.
IAS 27 revised, which was effective for annual periods
beginning on or after 1 January 2010, and subsequently
IFRS 10, effective for annual periods beginning on or after
1 January 2014, describe the accounting treatment of
acquisitions of additional shares in subsidiaries. The Group
has decided to apply two different accounting methods
for these NCI puts, depending on whether they were
granted before or after 1 January 2010, as recommended
by France's securities regulator (Autorité des marchés
financiers):
• NCI puts granted before the effective date of IAS 27
revised are accounted for using the goodwill method
whereby the difference between the financial liability
and the carrying amount of the non-controlling interests
is recognised in goodwill. In subsequent years, this liability
is remeasured and any changes adjust goodwill; NCI
puts granted since IAS 27 revised came into effect are
accounted for as transactions between shareholders;
• with the difference between the financial liability and
the carrying amount of the non-controlling interests
recognised as a deduction from equity. In subsequent
years, this liability is remeasured and any changes
adjust equity.
GROUPE CASINO – 2024 UNIVERSAL REGISTRATION DOCUMENT
77
2
FINANCIAL AND ACCOUNTING INFORMATION
Consolidated financial statements
“NCI puts" can be analysed as follows at 31 December 2024:
(in € millions)
% Group
interest
Commitment to non-
controlling interests
Fixed or variable
exercise price
Non-current
liabilities
Current
liabilities
Franprix(1)
51.00% to 72.50%
49.00% to 27.50%
V
55
-
Other
1
1
TOTAL NCI PUT LIABILITIES
57
1
(1)
The value of the NCI puts on subsidiaries of the Franprix sub-group is based on net profit and a multiple of net sales. A 10% increase or decrease in
these indicators would not have a material impact. The put options expire between 2026 and 2027.
3.4.2
Off-balance sheet commitments
ACCOUNTING PRINCIPLE
Puts and calls relating to non-controlling interests are
generally accounted for as derivative instruments.
The exercise price of these options generally reflects the
fair value of the underlying assets.
Under the terms of the option contracts, the exercise
price of written put and call options may be determined
using earnings multiples of the companies concerned.
In this case, the options are valued based on the latest
published earnings for options exercisable at any time
and earnings forecasts or projections for options exercisable
as of a given future date. In many cases, the put option
written by the Group is matched by a call written by the
other party; in these cases, the value shown corresponds
to that of the written put.
At 31 December 2024 and 31 December 2023, there were no outstanding put or call options relating to non-controlling interests.
3.5
Non-current assets held for sale and discontinued operations
ACCOUNTING PRINCIPLE
Non-current assets and disposal groups classified as held
for sale are measured at the lower of their carrying amount
and their fair value less costs to sell. A non-current asset
or disposal group is classified as held for sale if its carrying
amount will be recovered principally through a sale
transaction rather than through continuing use. For this
condition to be met, the asset (or disposal group) must
be available for immediate sale in its present condition
and its sale must be highly probable. Management must
be committed to a plan to sell the asset which, in accounting
terms, should result in the conclusion of a sale within
one year of the date of this classification.
Property, plant and equipment, intangible assets and
right-of-use assets classified as held for sale are no longer
depreciated or amortised.
If a disposal plan changes, and/or when the criteria for
classification as held for sale are no longer met, assets
can no longer be presented in this category. In this case,
the asset (or disposal group) is to be carried at the lower of:
• its carrying amount before it was classified as held for sale,
adjusted for any depreciation, amortisation or revaluations
that would have been recognised had the asset
(or disposal group) not been classified as held for sale;
• its recoverable amount at the date of the subsequent
decision not to sell.
The impact of these adjustments, which primarily relate
to the catching-up of depreciation and/or amortisation
not recognised in the period during which the assets
were classified as held for sale, is included in “Other
operating expenses”.
A discontinued operation is a component of an entity
that either has been disposed of or is classified as held for
sale, and:
• represents either a separate major line of business or a
geographical area of operations or is part of a single
coordinated plan to dispose of a separate major line of
business or geographic area of operations; or
• is a subsidiary acquired exclusively with a view to resale.
Classification as a discontinued operation occurs when
the operation is disposed of or on a prior date when it
fulfils the criteria for classification as held for sale.
When an operation is classified as discontinued, the
comparative income statement and statement of cash
flows are restated as if the operation had fulfilled the
criteria for classification as discontinued as from the first
day of the comparative period. Discontinued operations
are presented on a separate line of the consolidated
income statement, “Profit (loss) from discontinued
operations”, which includes the net profit or loss of the
discontinued operation up to the date of disposal, and
if appropriate, any impairment loss recognised to write
down the net assets held for sale to their fair value less
costs to sell and/or any after-tax disposal gains or losses.
78
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FINANCIAL AND ACCOUNTING INFORMATION
Consolidated financial statements
3.5.1
Assets held for sale and liabilities associated with assets held for sale
(in € millions)
Notes
2024
2023
Assets
Liabilities
Assets
Liabilities
France Retail(1)
264
12
1,835
889
Éxito (Note 3.1.1)
-
-
3,172
2,116
GPA (Note 3.1.2)
44
-
3,256
3,194
TOTAL
308
12
8,262
6,200
(1)
In 2024, including €77 million of net real estate assets for which the sale was agreed in December 2024 (Notes 2.16 and 2.18).
Including, in 2023, €786 million in net assets relating to the sale of the hypermarket and supermarket businesses in connection with the ITM,
Auchan and Carrefour agreements, and €95 million relating to property assets.
3.5.2
Discontinued operations
Net profit (loss) from discontinued operations for 2024 mainly
comprised (i) the loss on the disposal of Éxito, (ii) GPA’s
contribution to earnings up to the date control was lost
in March 2024 and the loss on dilution, (iii) the contribution
of hypermarkets and supermarkets in France to earnings up
to the date of their sale and the profit on their disposals.
Net profit (loss) from discontinued operations for 2023
consisted mainly of Assaí's contribution to earnings up
to the date of its disposal in March 2023 and the profit on
its disposal, as well as the contributions of the Éxito, GPA
and hypermarkets/supermarkets segments in France to the
Group's earnings.
Net profit (loss) from discontinued operations can be analysed as follows:
(in € millions)
2024
2023
Net sales
3,092
16,132
Net expenses
(3,206)
(17,575)
Impairment losses(1) on Éxito, GPA and hypermarkets and supermarkets
-
(3,397)
Loss on disposal of Assaí (Note 3.2.1)
-
225
Disposal proceeds
-
1,125
Disposal costs
-
(46)
Carrying amount of net assets sold
-
(401)
Other comprehensive income (loss) reclassified to profit or loss, net of tax
-
(453)
Loss on disposal of Éxito (Note 3.1.1)
(774)
-
Disposal proceeds
514
-
Disposal costs
(10)
-
Carrying amount of net assets sold
(500)
-
Other comprehensive income (loss) reclassified to profit or loss, net of tax
(778)
-
Effect of GPA dilution in 2024 (Note 3.1.2)
(1,553)
-
Effect of disposals of hypermarkets and supermarkets(2) (Note 3.1.3)
(56)
(13)
NET PROFIT (LOSS) BEFORE TAX FROM DISCONTINUED OPERATIONS
(2,497)
(4,628)
Income tax benefit (expense)
(26)
89
Share of profit (loss) of equity-accounted investees
(6)
(12)
NET PROFIT (LOSS) FROM DISCONTINUED OPERATIONS
(2,529)
(4,551)
Attributable to owners of the parent
(2,464)
(3,103)
Attributable to non-controlling interests
(65)
(1,448)
(1)
At 31 December 2023, the main impairment losses were as follows:
•
Éxito: €841 million impairment loss on goodwill and brands;
•
GPA: €1,589 million impairment loss on non-current assets including goodwill;
•
hypermarkets and supermarkets: negative €967 million regarding goodwill (of which €162 million recognised in the first half of 2023).
(2)
Including the stores’ operating losses up to their dates of disposal and related restructuring costs, including employment protection plan costs,
the cost of exiting furniture and equipment leases and contract termination costs (Note 3.1.3). Most of the remaining cash outflows at
31 December 2024 are presented under provisions for liabilities and charges (Note 13.1).
Earnings per share of discontinued operations are presented in Note 12.9.
GROUPE CASINO – 2024 UNIVERSAL REGISTRATION DOCUMENT
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FINANCIAL AND ACCOUNTING INFORMATION
Consolidated financial statements
3.5.3
Significant equity-accounted investee – GPA
Following the loss of control of GPA in March 2024 (Note 3.1.2),
the Group exercises significant influence over GPA. Its equity-
accounted stake is presented under “Assets held for sale”
for an amount of €44 million in 2024, in accordance with
IFRS 5 (Note 3.5.1).
The following table presents the condensed financial statements
(on a 100% basis) for GPA, the main investee accounted
for by the equity method. These statements are prepared
in accordance with IFRS, as reported by GPA, and restated
for the adjustments made by the Group (mainly in connection
with the application of IFRS 5):
(in € millions)
GPA 2024
Country
Brazil
Business
Retail
Type of relationship
Associate
% interests and voting rights
22.54%
Total revenue
3,225
Net profit (loss) from discontinued operations
(312)
Other comprehensive income (loss)
-
TOTAL COMPREHENSIVE INCOME (LOSS)
(312)
Non-current assets
1,852
Current assets
952
Total non-current liabilities
(1,620)
Current liabilities
(989)
NET ASSETS
195
DIVIDENDS RECEIVED FROM ASSOCIATES OR JOINT VENTURES
-
GPA's contingent liabilities totalled BRL 16,280 million (€2,534 million) at 31 December 2024. They mainly concern possible tax
disputes for which no provision has been recognised in GPA's financial statements.
NOTE 4
ADDITIONAL CASH FLOW DISCLOSURES
ACCOUNTING PRINCIPLE
The statement of cash flows is prepared using the indirect
method starting from consolidated net profit (loss) and is
organised in three sections:
• cash flows from operating activities, including taxes,
transaction costs for acquisitions of subsidiaries, dividends
received from associates and joint ventures and payments
received in respect of government grants;
• cash flows from investing activities: including acquisitions
of subsidiaries (excluding transaction costs), proceeds
from disposals of subsidiaries (including transaction costs),
acquisitions and disposals of investments in non-
consolidated companies, associates and joint ventures
(including transaction costs), contingent consideration
paid for business combinations during the measurement
period and up to the amount of the identified liability,
and acquisitions and disposals of intangible assets and
property plant and equipment (including transaction
costs and deferred payments);
• cash flows from financing activities: including new
borrowings and repayments of borrowings, issues of
equity instruments, transactions between shareholders
(including transaction costs and any deferred payments),
repayments of lease liabilities, net interest paid (cash
flows related to finance costs, non-recourse factoring
and associated transaction costs, and interest on leases),
treasury share transactions and dividend payments.
This category also includes cash flows from trade payables
reclassified as debt (mainly in relation to reverse factoring
transactions).
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2024 UNIVERSAL REGISTRATION DOCUMENT – GROUPE CASINO
2
FINANCIAL AND ACCOUNTING INFORMATION
Consolidated financial statements
4.1
Reconciliation of provision expense
(in € millions)
Notes
2024
2023
Goodwill impairment
10.1.2
(444)
(3,257)
Impairment of intangible assets
10.2.2
(36)
(830)
Impairment of property, plant and equipment
10.3.2
(90)
(443)
Impairment of investment property
10.4.2
(1)
(30)
Impairment of right-of-use assets
7.1.1
(96)
(47)
Impairment of other assets
(113)
(26)
Net (additions to) reversals of provisions for risks and charges
13.1
(468)
(59)
TOTAL PROVISION EXPENSE
(1,249)
(4,691)
Effect of discontinued operations
611
3,737
PROVISION EXPENSE ADJUSTMENT IN THE STATEMENT
OF CASH FLOWS
(638)
(954)
4.2
Reconciliation of changes in working capital to the statement
of financial position
(in € millions)
Notes
1 January
2024
Cash flows
from
operating
activities
Changes
in scope of
consolidation(1)
Effect of
movements
in exchange
rates
Reclassi-
fications
and
other(2)
31 December
2024
Goods inventories
6.6
(851)
(18)
-
3
114
(752)
Property development
work in progress
6.6
(24)
6
-
-
(1)
(18)
Trade payables
B/S
2,550
(333)
(11)
2
(931)
1,277
Trade receivables
6.7
(689)
116
30
1
85
(457)
Other (receivables) payables
6.8.1/
6.9.1/6.10
502
(195)
1
3
(65)
246
TOTAL
1,489
(423)
20
8
(798)
296
(in € millions)
Notes
1 January
2023
Cash flows
from
operating
activities
Changes
in scope of
consolidation(1)
Effect of
movements
in exchange
rates
Reclassi-
fications
and
other(2)
31 December
2023
Goods inventories
6.6
(3,597)
129
1,174
(95)
1,538
(851)
Property development
work in progress
6.6
(43)
13
(97)
(2)
105
(24)
Trade payables
B/S
6,522
(577)
(1,400)
161
(2,156)
2,550
Trade receivables
6.7
(854)
(70)
103
(5)
137
(689)
Other (receivables) payables
6.8.1/
6.9.1/6.10
441
19
(63)
(1)
107
502
TOTAL
2,469
(486)
(283)
58
(270)
1,489
(1)
In 2023, changes in scope of consolidation primarily reflected the loss of control of Sendas (Note 3.2.1).
(2)
In 2024, this column mainly reflected cash flows from discontinued operations, representing a net outflow of €743 million.
In 2023, this column mainly reflected (i) cash flows from investing activities, including outflows corresponding to the use of segregated accounts
for €56 million (Note 4.10), (ii) cash flows related to discontinued operations, representing a net outflow of €360 million and (iii) the reclassification
as discontinued operations of certain businesses held for sale, in accordance with IFRS 5.
GROUPE CASINO – 2024 UNIVERSAL REGISTRATION DOCUMENT
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FINANCIAL AND ACCOUNTING INFORMATION
Consolidated financial statements
4.3
Reconciliation of acquisitions of non-current assets
(in € millions)
Notes
2024
2023
Additions to and acquisitions of intangible assets
10.2.2
(142)
(253)
Additions to and acquisitions of property, plant and equipment
10.3.2
(115)
(576)
Additions to and acquisitions of investment property
10.4.2
(1)
(20)
Additions to and acquisitions of lease premiums included in right-of-use assets
(1)
(3)
Changes in amounts due to suppliers of non-current assets
(73)
(54)
Neutralisation of capitalised borrowing costs (IAS 23)(1)
-
13
Effect of discontinued operations
32
541
CASH USED IN ACQUISITIONS OF INTANGIBLE ASSETS, PROPERTY,
PLANT AND EQUIPMENT AND INVESTMENT PROPERTY
(300)
(352)
(1)
Non-cash movements.
4.4
Reconciliation of disposals of non-current assets
(in € millions)
Notes
2024
2023
Disposals of intangible assets
10.2.2
3
4
Disposals of property, plant and equipment
10.3.2
17
127
Disposals of investment property
10.4.2
-
-
Disposals of lease premiums included in right-of-use assets
10
2
Gains on disposals of non-current assets(1)
34
52
Changes in receivables related to non-current assets
(12)
24
Disposals of non-current assets classified as “Assets held for sale” as per IFRS 5(2)
171
18
Effect of discontinued operations
-
(175)
CASH FROM DISPOSALS OF INTANGIBLE ASSETS, PROPERTY,
PLANT AND EQUIPMENT AND INVESTMENT PROPERTY
223
53
(1)
Prior to the restatement of sale-and-leaseback transactions in accordance with IFRS 16.
(2)
In 2024, mainly in connection with the sale of real estate assets described in Note 2.15.
4.5
Effect on cash and cash equivalents of changes in scope
of consolidation resulting in acquisition or loss of control
(in € millions)
2024
2023
Amount paid for acquisitions of control
(9)
(3)
Cash acquired (bank overdrafts assumed) in acquisitions of control
-
-
Proceeds from losses of control
11
74
(Cash sold) bank overdrafts transferred in losses of control
-
(103)
EFFECT OF CHANGES IN SCOPE OF CONSOLIDATION RESULTING IN ACQUISITION
OR LOSS OF CONTROL
1
(32)
In 2023, the impact was mainly due to the loss of control of Sudeco for a negative €64 million (Note 3.2.2).
4.6
Effect of changes in scope of consolidation related
to equity‑accounted investees
(in € millions)
2024
2023
Sale of GreenYellow (Note 3.1.4)
45
13
Other
(12)
10
EFFECT OF CHANGES IN SCOPE OF CONSOLIDATION RELATED
TO EQUITY‑ACCOUNTED INVESTEES
33
22
In first-half 2024, the Group sold its entire stake in GreenYellow for €115 million; the proceeds received amounted to
€45 million, resulting from the offset against €69 million in operating financing owed to GreenYellow in connection with
discontinued operations (Casino hypermarkets and supermarkets).
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FINANCIAL AND ACCOUNTING INFORMATION
Consolidated financial statements
4.7
Reconciliation of dividends paid to non-controlling interests
(in € millions)
2024
2023
Dividends paid and payable to non-controlling interests
(1)
(39)
Change in the liability for dividends payable to non-controlling interests
-
(1)
Effect of movements in exchange rates
-
2
Effect of discontinued operations
-
37
DIVIDENDS PAID TO NON-CONTROLLING INTERESTS AS PRESENTED
IN THE STATEMENT OF CASH FLOWS
(1)
(1)
4.8
Reconciliation between change in cash and cash equivalents
and change in net debt
(in € millions)
Notes
2024
2023
Change in cash and cash equivalents
(1,007)
(510)
Additions to loans and borrowings(1)
11.2.2
(75)
(2,342)
Repayments of loans and borrowings(1)
11.2.2
1,314
483
Allocation to (use of) segregated account(1)
4.10
(95)
59
Outflows (inflows) of financial assets(1)
4.10
14
(15)
Non-cash changes in debt(1)
3,768
2,385
Financial restructuring(2)
3,887
-
Change in other financial assets
(60)
(39)
Effect of changes in scope of consolidation
11.2.2
8
2,789
Change in fair value hedges
2
3
Change in accrued interest
(29)
(232)
Other
(39)
(135)
Effect of movements in exchange rates(1)
-
(2)
Change in loans and borrowings of discontinued operations
1,058
130
CHANGE IN NET DEBT
4,978
189
Net debt at beginning of year
11.2
6,181
6,370
Net debt at end of year
11.2
1,203
6,181
(1)
These impacts relate exclusively to continuing operations.
(2)
This corresponds to the conversion of debt into equity and the fair value adjustment of reinstated debt in connection with the financial
restructuring (Note 2.1).
4.9
Reconciliation of net interest paid
(in € millions)
Notes
2024
2023
Net finance costs reported in the income statement
11.3.1
3,253
(582)
Neutralisation of unrealised exchange gains and losses
1
(1)
Neutralisation of amortisation of debt issuance/redemption costs
and premiums
5
40
Fair value gain (loss) on converted and reinstated debt
11.3.1
(3,486)
-
Change in accrued interest and in fair value hedges of borrowings
60
339
Interest paid on lease liabilities
11.3.2
(138)
(117)
No-drawdown credit line costs, non-recourse factoring and associated
transaction costs
11.3.2
(31)
(51)
INTEREST PAID, NET AS PRESENTED IN THE STATEMENT
OF CASH FLOWS
(337)
(372)
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FINANCIAL AND ACCOUNTING INFORMATION
Consolidated financial statements
4.10
Cash flows in investing activities related to financial assets
In 2024, cash outflows and inflows related to financial assets
amounted to €37 million and €108 million, respectively,
representing a net cash inflow of €71 million. This mainly
reflected inflows from the segregated account relating to
the former Quatrim debt.
In 2023, cash outflows and inflows related to financial assets
amounted to €161 million and €96 million, respectively,
representing a net cash outflow of €66 million. This mainly
reflected the use of segregated accounts, primarily the
account linked to the Quatrim debt.
NOTE 5
SEGMENT REPORTING
ACCOUNTING PRINCIPLE
In accordance with IFRS 8 – Operating Segments,
segment information is disclosed on the same basis as
the Group’s internal reporting system used by the chief
operating decision maker (the Chief Executive Officer) for
allocating resources to and assessing the performance
of the different segments.
In line with the changes already made in 2023, the Group
adjusted its reportable segments in 2024 to take into account
the Group’s development and the current configuration
of its continuing operations. The adjustments include:
• the addition of Quatrim and Naturalia segments;
• allocation of the Geimex/ExtenC retailing business to
the Franprix and Casino segments.
Segment information for the prior year has been restated
to reflect these changes.
The Group’s reportable segments are as follows:
• Casino (or “Casino Convenience”): mainly comprising
the Le Petit Casino, Vival, Spar and Sherpa retail business;
• Monoprix: mainly comprising the Monoprix and Monop’
retail business;
• Naturalia: exclusively comprising the Naturalia retail
business;
• Franprix: mainly comprising the Franprix and Le Marché
d’à Côté retail business;
• E-commerce: comprising Cdiscount and the Cnova NV
holding company;
• Quatrim: comprising the real estate activities of Quatrim
and its subsidiaries (ring-fenced segment);
• Other: comprising the activities not allocated to any of
the other reportable segments, including Mayland’s real
estate business, and the Casino, Guichard-Perrachon
holding company cost centre together with its
Casino Services subsidiary.
Management uses the following indicators to assess the
performance of these segments making up the Group’s
continuing operations:
• net sales;
• adjusted EBITDA (earnings before interest, taxes,
depreciation and amortisation): defined as trading profit
plus recurring depreciation and amortisation expense;
• adjusted EBITDA excluding lease payments, corresponding
to adjusted EBITDA as defined above less the lease
payments presented in the statement of cash flows under
“Repayment of lease liabilities” and “Interest paid, net”;
• trading profit (loss);
• other operating income and expenses:
• net finance costs;
• other financial income and expenses.
Segment information is determined on the same basis as
the Group’s consolidated financial statements.
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2024 UNIVERSAL REGISTRATION DOCUMENT – GROUPE CASINO
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FINANCIAL AND ACCOUNTING INFORMATION
Consolidated financial statements
5.1
Key indicators by reportable segment
(in € millions)
Casino
Franprix Monoprix
Naturalia Cdiscount Quatrim(1)
Other
2024
Consolidated net sales by segment
1,464
1,583
4,077
303
1,039
-
363
8,829
Inter-segment sales
(51)
(5)
(43)
(5)
(5)
-
(246)
(355)
External net sales
1,414
1,578
4,034
298
1,034
-
116
8,474
Adjusted EBITDA
47
113
383
14
71
25
(77)
576
Adjusted EBITDA after lease payments(2)
4
29
118
(3)
38
17
(93)
111
Recurring depreciation and amortisation
(Notes 6.3 and 6.4)
(66)
(105)
(309)
(22)
(89)
(12)
(22)
(625)
Trading profit (loss)
(20)
8
73
(8)
(18)
14
(99)
(49)
Other operating income and expenses
(Note 6.5)
(66)
(465)
(141)
(20)
(14)
13
(78)
(772)
Net finance costs (Note 11.3.1)
(4)
(1)
(22)
-
(9)
(36)
3,324
3,253
Other financial income and expenses
(Note 11.3.2)
(19)
(33)
(93)
(5)
(24)
(4)
(2)
(180)
Intangible assets and property,
plant and equipment
(52)
(58)
(114)
(4)
(58)
(5)
(10)
(300)
(in € millions)
Casino
Franprix
Monoprix
Naturalia Cdiscount Quatrim(1)
Other
2023
(restated)(2)
Consolidated net sales by segment
1,672
1,675
4,091
295
1,250
-
373
9,356
Inter-segment sales
(104)
(8)
(43)
(5)
(15)
-
(224)
(399)
External net sales
1,568
1,667
4,047
291
1,235
-
149
8,957
Adjusted EBITDA
72
155
452
7
83
32
(35)
765
Adjusted EBITDA after lease payments(2)
28
76
207
(10)
48
24
(53)
320
Recurring depreciation and amortisation
(Notes 6.3 and 6.4)
(74)
(101)
(303)
(24)
(95)
(15)
(28)
(640)
Trading profit (loss)
(2)
54
148
(18)
(12)
17
(63)
124
Other operating income and expenses
(Note 6.5)
(67)
(559)
(383)
(6)
(30)
(26)
(86)
(1,157)
Net finance costs (Note 11.3.1)
(7)
(1)
(32)
-
(8)
(32)
(502)
(582)
Other financial income and expenses
(Note 11.3.2)
(29)
(31)
(84)
(4)
(31)
(3)
(6)
(187)
Intangible assets and property,
plant and equipment
(65)
(63)
(121)
(7)
(63)
(13)
(20)
(352)
(1)
Quatrim recognises rental income related to its business, which is presented under "Other revenue" (see Note 6.1).
(2)
The definition of adjusted EBITDA after lease payments was changed in first-half 2024: in order to align with the definition of adjusted EBITDA in
the new banking documentation, the Group now tracks adjusted EBITDA after lease payments, which corresponds to adjusted EBITDA less lease
payments made, including payments made under leases where the underlying asset has been shown to have suffered a prolonged decline in
value (previously presented on the “Other repayments” line in the statement of cash flows).
5.2
Key indicators by geographic area
(in € millions)
France
Latin America
Other regions
Total
External net sales for the year ended 31 December 2024
8,424
7
43
8,474
External net sales for the year ended 31 December 2023
8,910
6
42
8,957
(in € millions)
France
Latin America
Other regions
Total
Non-current assets as at 31 December 2024(1)
4,980
-
41
5,021
Non-current assets as at 31 December 2023(1)
6,124
-
27
6,152
(1)
Non-current assets include goodwill, intangible assets and property, plant, and equipment, investment property, right-of-use assets, investments
in equity-accounted investees, contract assets and prepaid expenses beyond one year.
GROUPE CASINO – 2024 UNIVERSAL REGISTRATION DOCUMENT
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FINANCIAL AND ACCOUNTING INFORMATION
Consolidated financial statements
NOTE 6
ACTIVITY DATA
6.1
Total revenue
ACCOUNTING PRINCIPLE
Total revenue
Total revenue comprises “Net sales” and “Other revenue”.
“Net sales” include sales by the Group’s stores, service
stations and e-commerce sites, franchise fees and
revenues from business leases.
Most of the amount reported under Group “Net sales”
corresponds to revenue included in the scope of IFRS 15.
“Other revenue” consists of revenue from the property
development and property trading businesses, rental
revenues, miscellaneous service revenues, incidental
revenues and revenues from secondary activities.
The majority of amounts reported under “Other revenue”
are included in the scope of IFRS 15, while rental revenues
are included in the scope of IFRS 16.
Revenue is measured at the contract price, corresponding
to the consideration to which the Group expects to be
entitled in exchange for the supply of goods or services.
The transaction price is allocated to the performance
obligations in the contract, which represent the units of
account for revenue recognition purposes. Revenue is
recognised when the performance obligation is satisfied,
i.e., when control of the good or service passes to the
customer. Revenue may therefore be recognised at a specific
point in time or over time based on the stage of completion.
The Group’s main sources of revenue are as follows:
• sales of goods (including through the property trading
business): in this case, the Group generally has only one
performance obligation, that of delivering the good to
the customer. Revenue from these sales is recognised
when control of the good is transferred to the customer
upon delivery, i.e., generally:
• at the checkout for in-store sales,
• on receipt of the goods by the franchisee or affiliated
store,
• on receipt of the goods by the customer for
e‑commerce sales;
• sales of services, for example sales of subscriptions,
franchising fees, logistics services, rental revenue and
property management services: in this case, for operations
included in the scope of IFRS 15, the Group generally
has only one performance obligation, to supply the service.
The related revenues are recognised over the period in
which the services are performed;
• property development revenues: in this case, the Group
generally has several performance obligations, some of
which may be satisfied at a given point in time and
others over time based on the project's percentage
of completion. The corresponding revenues are then
recognised on a percentage-of-completion basis and
determined according to costs incurred (input method).
The vast majority of revenues are recognised at a given
point in time.
If settlement of the consideration is deferred for an unusually
long time and no promise of financing is explicitly stated
in the contract or implied by the payment terms, revenue
is recognised by adjusting the consideration for the effects
of the time value of money. If significant, the difference
between this price and the unadjusted transaction price
is recognised in “Other financial income” over the
payment deferral period, determined using the effective
interest method.
The Group operates loyalty programmes that enable
customers to obtain discounts or award credits on their
future purchases. Award credits granted to customers
under loyalty programmes represent a performance
obligation that is separately identifiable from the initial
sales transaction. This performance obligation gives rise
to the recognition of a contract liability. The corresponding
revenue is deferred until the award credits are used by
the customer.
Contract assets and liabilities, incremental costs
to obtain a contract and costs to fulfil a contract
• A contract asset corresponds to an entity’s right to
consideration in exchange for goods or services that the
entity has transferred to a customer when that right is
conditioned on something other than the passage of time.
Based on this definition, a receivable does not constitute
a contract asset.
The Group recognises a contract asset when it has
fulfilled all or part of its performance obligation but does
not have an unconditional right to payment (i.e., the Group
does not yet have the right to invoice the customer).
In light of its business, contract assets recognised
by the Group are not material.
• A contract liability corresponds to an entity’s obligation
to transfer goods or services to a customer for which
the entity has received consideration from the customer.
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FINANCIAL AND ACCOUNTING INFORMATION
Consolidated financial statements
The Group recognises contract liabilities mainly for award
credits granted under its loyalty programmes, advances
received and sales for which all or part of the performance
obligation has not yet been fulfilled (e.g., sales of
subscriptions and gift cards, and future performance
obligations of the property development business for
which the customer has already been invoiced followed
by payment of consideration).
• The incremental costs to obtain a contract are those costs
that the Group incurs to obtain a contract with a customer
that it would not have incurred if the contract had not
been obtained and which it expects to recover.
The costs to fulfil a contract are costs related directly to
a contract that generate or enhance the resources that
will be used by the Group in satisfying its performance
obligations and which it expects to recover.
For the Group, the costs to obtain and fulfil contracts
correspond primarily to the costs incurred in connection
with its franchising and affiliation business. These costs
are capitalised and amortised over the life of the franchise
or affiliation contract. The capitalised amounts are tested
regularly for impairment.
Contract assets and the costs of obtaining and fulfilling
contracts are tested for impairment under IFRS 9.
6.1.1
Breakdown of total revenue
(in € millions)
Casino
Franprix
Monoprix
Naturalia Cdiscount
Quatrim
Other
2024
Net sales
1,414
1,578
4,034
298
1,034
-
116
8,474
Other revenue
4
2
25
-
1
37
16
86
TOTAL REVENUE
1,418
1,580
4,059
298
1,035
37
133
8,560
(in € millions)
Casino
Franprix
Monoprix
Naturalia Cdiscount
Quatrim
Other
2023
(restated)
Net sales
1,568
1,667
4,047
291
1,235
-
149
8,957
Other revenue
9
10
30
-
1
25
19
95
TOTAL REVENUE
1,577
1,678
4,078
291
1,236
25
168
9,052
6.1.2
Incremental costs of obtaining and fulfilling contracts,
contract assets and liabilities
(in € millions)
Notes
2024
2023
Costs to obtain contracts included in “Intangible assets”
10.2
111
101
Contract assets
6.8/6.9
-
-
Right-of return assets included in inventories
6.6
-
-
Contract liabilities
6.10
44
59
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FINANCIAL AND ACCOUNTING INFORMATION
Consolidated financial statements
6.2
Cost of goods sold
ACCOUNTING PRINCIPLE
Gross margin
Gross margin corresponds to the difference between
“Net sales” and the “Cost of goods sold”.
“Cost of goods sold” comprises the cost of purchases net
of discounts, commercial cooperation fees and any tax
credits associated with the purchases, changes in retail
inventories and logistics costs. It also includes property
development and property trading business costs and
changes in the related inventories.
Commercial cooperation fees are measured based on
contracts signed with suppliers. They are billed in instalments
over the year. At each year-end, an accrual is recorded for
the amount receivable or payable, corresponding to the
difference between the value of the services actually
rendered to the supplier and the sum of the instalments
billed during the year.
Change in inventories
Changes in inventories, which may be positive or negative,
are determined after taking into account any impairment
losses.
Logistics costs
Logistics costs correspond to the cost of logistics operations
managed or outsourced by the Group, comprising all
warehousing, handling and freight costs incurred after
goods are first received at one of the Group’s sites.
Transport costs included in suppliers’ invoices (e.g., for
goods purchased on a “delivery duty paid” or “DDP” basis)
are included in “Purchases and change in inventories”.
Outsourced
transport
costs
are
recognised
under
“Logistics costs”.
(in € millions)
Notes
2024
2023
Purchases and change in inventories
(5,421)
(5,722)
Logistics costs
6.3
(748)
(753)
COST OF GOODS SOLD
(6,169)
(6,474)
6.3
Expenses by nature and function
ACCOUNTING PRINCIPLE
Selling expenses
“Selling expenses” consist of point-of-sale costs.
General and administrative expenses
General and administrative expenses correspond to overheads and the cost of corporate units, including the purchasing
and procurement, sales and marketing, IT and finance functions.
Pre-opening and post-closure costs
Pre-opening costs that do not meet the criteria for capitalisation and post-closure costs are recognised in operating
expenses when incurred.
(in € millions)
Logistics costs(1)
Selling
expenses
General and
administrative
expenses
2024
Employee benefits expense
(313)
(671)
(374)
(1,358)
Other expenses(2)
(372)
(528)
(304)
(1,205)
Depreciation and amortisation expense (Notes 5.1/6.4)
(62)
(417)
(146)
(625)
TOTAL
(748)
(1,616)
(824)
(3,188)
(in € millions)
Logistics costs(1)
Selling
expenses
General and
administrative
expenses
2023
Employee benefits expense
(334)
(677)
(371)
(1,382)
Other expenses(2)
(351)
(605)
(228)
(1,184)
Depreciation and amortisation expense (Notes 5.1/6.4)
(67)
(424)
(149)
(640)
TOTAL
(753)
(1,705)
(748)
(3,206)
(1)
Logistics costs are reported under “Cost of goods sold”.
(2)
Other expenses mainly include transport costs, energy costs, IT costs, advertising and marketing costs, security costs, rental expenses and taxes
other than on income.
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FINANCIAL AND ACCOUNTING INFORMATION
Consolidated financial statements
6.4
Depreciation and amortisation
(in € millions)
Notes
2024
2023
Amortisation of intangible assets
10.2.2
(188)
(263)
Depreciation of property, plant and equipment
10.3.2
(136)
(350)
Depreciation of investment property
10.4.2
(1)
(9)
Depreciation of right-of-use assets
7.1.1
(324)
(574)
TOTAL DEPRECIATION AND AMORTISATION EXPENSE
(649)
(1,196)
Depreciation and amortisation reported under "Profit (loss)
from discontinued operations"
24
556
DEPRECIATION AND AMORTISATION OF CONTINUING OPERATIONS
5.1/6.3
(625)
(640)
6.5
Other operating income and expenses
ACCOUNTING PRINCIPLE
This caption covers two types of items:
• income and expenses which, by definition, are not
included in an assessment of a business unit's recurring
operating performance, such as gains and losses on
disposals of non-current assets, impairment losses
on non-current assets (including the catch-up in
depreciation and amortisation not recognised during
the time the assets are classified as held for sale), and
income/expenses related to changes in the scope of
consolidation (for example, transaction costs and fees
for acquisitions of control, gains and losses from disposals
of subsidiaries, remeasurement at fair value of previously
held interests); and
• income and expenses arising from major events occurring
during the period that would distort analyses of the Group's
recurring profitability. They are defined as significant
items of income and expense that are limited in number,
unusual or abnormal, whose occurrence is rare. Examples
include restructuring costs (such as reorganisation costs
and the costs of converting stores to new concepts) and
provisions and expenses for litigation and risks (including
discounting adjustments).
(in € millions)
2024
2023
Total other operating income
211
110
Total other operating expenses
(984)
(1,267)
TOTAL
(772)
(1,157)
BREAKDOWN BY TYPE
Gains and losses on disposal of non-current assets(1)(7)
42
11
Net asset impairment losses(2)(7)
(602)
(940)
Net income/(expense) related to changes in scope of consolidation(3)(7)
(43)
15
Gains and losses on disposal of non-current assets, net impairment losses on assets
and net income (expense) related to changes in scope of consolidation
(603)
(914)
Restructuring provisions and expenses(4)(7)
(69)
(104)
Provisions and expenses for litigation and risks(5)
(19)
(49)
Other(6)
(82)
(91)
Sub-total
(170)
(243)
TOTAL NET OTHER OPERATING INCOME (EXPENSES)
(772)
(1,157)
(1)
Net gains on disposal of non-current assets in 2024 consisted primarily of the €28 million gain on the sale of a real estate portfolio to Tikehau
Capital (Note 2.15). In 2023, net gains on disposal of non-current assets concerned real estate disposals for €6 million.
(2)
The net impairment loss recognised in 2024 mainly reflected impairment of the goodwill allocated to the Franprix CGU for €422 million and the
ExtenC CGU for €16 million, and impairment of the Naturalia brand for €14 million (Note 10.5). The net impairment loss recorded in 2023 mainly
concerned impairment of Monoprix goodwill for €328 million and Franprix goodwill for €514 million.
(3)
The net expense related to changes in scope of consolidation of €43 million reflects the €13 million negative impact of the disposal of the residual
stake in GreenYellow (Note 3.1.4), various Monoprix and Franprix transactions that, when considered individually, were not material, and risks
associated with past transactions. The €15 million net income recognised in 2023 mainly reflected the €37 million gain on disposal of Sudeco
(Note 3.2.2), partly offset by losses on disposal of various stores by Franprix for €4 million and Monoprix for €8 million.
(4)
Restructuring expenses in 2024 primarily concerned the transformation plans for the Casino convenience division and Franprix. Restructuring
provisions and expenses in 2023 corresponded for the most part to the costs of structural rationalisations and temporary or permanent store
closures.
(5)
Provisions and expenses for litigation and risks represented a net expense of €19 million in 2024 and €49 million 2023, related to various risks and
disputes at Distribution Casino France, Monoprix and Franprix.
(6)
The €82 million expense recorded in 2024 consisted primarily of financial restructuring costs. In 2023, the €91 million expense mainly reflected the
costs associated with the conciliation procedure.
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FINANCIAL AND ACCOUNTING INFORMATION
Consolidated financial statements
(7)
Reconciliation of the breakdown of asset impairment losses with the tables of asset movements:
(in € millions)
Notes
2024
2023
Goodwill impairment losses
10.1.2
(444)
(3,257)
Impairment (losses) reversals on intangible assets, net
10.2.2
(36)
(830)
Impairment (losses) reversals on property, plant and equipment, net
10.3.2
(90)
(443)
Impairment (losses) reversals on investment property, net
10.4.2
(1)
(30)
Impairment (losses) reversals on right-of-use assets, net
7.1.1
(96)
(47)
Impairment (losses) reversals on other assets, net (IFRS 5 and other)
(77)
(36)
TOTAL NET IMPAIRMENT LOSSES
(746)
(4,642)
Net impairment losses of discontinued operations
130
3,679
NET IMPAIRMENT LOSSES OF CONTINUING OPERATIONS
(615)
(963)
of which presented under “Restructuring provisions and expenses”
(13)
(22)
of which presented under “Net impairment (losses) reversals on assets”
(602)
(940)
of which presented under “Net income (expense) related to changes in scope
of consolidation”
-
-
of which presented under “Gains and losses on disposal of non-current assets”
-
-
6.6
Inventories
ACCOUNTING PRINCIPLE
Inventories are measured at the lower of cost and probable
net realisable value. Net realisable value is the estimated
selling price in the ordinary course of business less the
estimated costs of completion and the estimated costs
necessary to make the sale. Provisions for impairment of
inventories are recognised if the probable net realisable
value is lower than cost. This analysis takes into account
the business unit's operating environment and the type,
age, turnover characteristics and sales pattern of the
products concerned.
The cost of inventories is determined by the first in‑firs.tout
(FIFO) method. The cost of inventories comprises all costs
of purchase, costs of conversion and other costs incurred
in bringing them to their present location and condition.
Accordingly, logistics costs are included in the carrying
amount together with supplier discounts deducted from
"Cost of goods sold". The cost of inventories also includes
gains or losses on cash flow hedges of future inventory
purchases initially accumulated in equity.
For its property development and property trading
businesses, Casino Group recognises assets and projects
in progress in inventories.
(in € millions)
2024
2023
Goods
762
863
Property assets
32
38
Gross amount
794
902
Accumulated impairment losses on goods
(10)
(12)
Accumulated impairment losses on property assets
(14)
(14)
Accumulated impairment losses
(24)
(27)
NET INVENTORIES (NOTE 4.2)
770
875
6.7
Trade receivables
ACCOUNTING PRINCIPLE
The Group's trade receivables are current financial assets
(Note 11) that correspond to an unconditional right to
receive consideration. They are initially recognised at fair
value and subsequently measured at amortised cost less
any expected impairment losses. The fair value of trade
receivables usually corresponds to the amount on the
invoice. A loss allowance for expected credit losses is
recorded upon recognition of the receivable. The Group
applies the simplified approach for the measurement
of expected credit losses on all of its trade receivables,
which are determined based on credit losses observed
for receivables with the same profile, as adjusted to take
into account forward-looking factors such as the
customer’s credit status or the economic environment.
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FINANCIAL AND ACCOUNTING INFORMATION
Consolidated financial statements
Trade receivables can be sold to banks or other financial
institutions and continue to be carried as assets in the
statement of financial position for as long as the contractual
cash flows and substantially all the related risks and rewards
are not transferred to a third party.
6.7.1
Breakdown of trade receivables
(in € millions)
Notes
2024
2023
Trade receivables
11.5.3
627
824
Accumulated impairment losses on trade receivables
6.7.2
(170)
(135)
NET TRADE RECEIVABLES
4.2
457
689
6.7.2
Accumulated impairment losses on trade receivables
(in € millions)
2024
2023
Accumulated impairment losses on trade receivables at 1 January
(135)
(111)
Additions
(83)
(80)
Reversals
58
49
Other (changes in scope of consolidation, reclassifications and foreign exchange differences)
(10)
7
ACCUMULATED IMPAIRMENT LOSSES ON TRADE RECEIVABLES AT 31 DECEMBER
(170)
(135)
The criteria for recognising impairment losses are presented in Note 11.5.3 “Counterparty risk”.
6.8
Other current assets
6.8.1
Breakdown of other current assets
(in € millions)
Notes
2024
2023
Financial assets
382
635
Tax and employee-related receivables
19
19
Rebates receivable from suppliers
72
121
Cnova Pay restricted cash(1)
67
59
Receivables sold under with-recourse discounting arrangements
11.2.3
116
76
CIRI debt cash pledge(2)
-
80
Financial assets held for cash management purposes and short-term
financial investments
11.2.1
30
10
Financial assets arising from a significant disposal of non-current assets
11.2.1
23
22
Other segregated accounts and guarantees(3)
11.2.1
13
165
Other receivables
107
139
Current accounts of non-consolidated companies
14
17
Accumulated impairment losses on other receivables and current accounts
6.8.2
(80)
(74)
Derivatives not qualifying for hedge accounting and cash flow hedges – assets
11.5.1
1
-
Contract assets
6.1.2
-
-
Non-financial assets
338
388
Tax and employee-related receivables
295
337
Accumulated impairment losses on other receivables
6.8.2
-
-
Prepaid expenses
42
51
OTHER CURRENT ASSETS
720
1,023
(1)
Cnova Pay has an obligation to place part of its cash in a restricted account as collateral for amounts owed to marketplace vendors. This
restricted cash is included in current financial assets.
(2)
In 2023, €80 million was set aside as a cash pledge in respect of the Group Public Liabilities corresponding to deferred tax and social security
liabilities. The pledge was cancelled in 2024 as part of the financial restructuring.
(3)
At 31 December 2023, including €95 million held in a segregated account in respect of the Quatrim note issue.
“Other receivables” mainly comprise supplier accounts in debit. Prepaid expenses mainly concern purchases, other occupancy
costs and insurance premiums.
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FINANCIAL AND ACCOUNTING INFORMATION
Consolidated financial statements
6.8.2
Accumulated impairment losses on other receivables and current accounts
(in € millions)
2024
2023
ACCUMULATED IMPAIRMENT LOSSES ON OTHER RECEIVABLES
AND CURRENT ACCOUNTS AT 1 JANUARY
(74)
(46)
Additions
(8)
(59)
Reversals
3
29
Other (changes in scope of consolidation, reclassifications and foreign exchange differences)
(2)
2
ACCUMULATED IMPAIRMENT LOSSES ON OTHER RECEIVABLES
AND CURRENT ACCOUNTS AT 31 DECEMBER
(80)
(74)
6.9
Other non-current assets
6.9.1
Analysis of other non-current assets
(in € millions)
Notes
2024
2023
Financial assets
186
183
Financial assets at fair value through profit or loss
11
12
Financial assets at fair value through other comprehensive income
-
7
Financial assets arising from a significant disposal of non-current assets
11.2.1
8
13
Other financial assets
193
170
Loans
89
82
Other long-term receivables
104
88
Impairment of other non-current assets
6.9.2
(25)
(19)
Non-financial assets
1
11
Other non-financial assets
-
-
Other long-term receivables
-
-
Impairment of other non-current assets
6.9.2
-
-
Prepaid expenses
1
11
OTHER NON-CURRENT ASSETS
187
195
6.9.2
Impairment of other non-current assets
(in € millions)
2024
2023
Accumulated impairment losses on other non-current assets at 1 January
(19)
(12)
Additions
(6)
(5)
Reversals
-
-
Other reclassifications and movements
(1)
(1)
ACCUMULATED IMPAIRMENT LOSSES ON OTHER NON-CURRENT
ASSETS AT 31 DECEMBER
(25)
(19)
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FINANCIAL AND ACCOUNTING INFORMATION
Consolidated financial statements
6.10
Other liabilities
(in € millions)
2024
2023
Non-current
portion
Current
portion
Total
Non-current
portion
Current
portion
Total
Financial liabilities
67
718
785
95
850
945
Derivative instruments – liabilities
(Note 11.5.1)
-
2
2
-
3
3
Tax, social security and other liabilities(1)
57
585
643
60
677
737
Amounts due to suppliers
of non-current assets
10
81
91
35
126
160
Current account advances
-
49
49
-
45
45
Non-financial liabilities
14
354
368
18
756
775
Tax, social security and other liabilities(1)
3
297
300
2
673
675
Contract liabilities (Note 6.1.2)
10
34
44
12
47
59
Deferred income
-
23
24
4
37
40
TOTAL
82
1,071
1,153
113
1,606
1,720
(1)
At 31 December 2023, including around €300 million in Group Public Liabilities corresponding to deferred tax and social security liabilities.
6.11
Off-balance sheet commitments
ACCOUNTING PRINCIPLE
At every year-end, Management determines, to the best of its knowledge, that there are no off-balance sheet
commitments likely to have a material effect on the Group’s current or future financial position other than those
described in this note.
The completeness of this information is checked by the Finance, Legal and Tax departments, which also participate in
drawing up contracts that are binding on the Group.
Commitments entered into in the ordinary course of business mainly concern the Group’s operating activities except
for undrawn confirmed lines of credit, which represent a financing commitment.
Off-balance sheet commitments relating to the scope of consolidation are presented in Note 3.4.2.
6.11.1
Commitments given
The amounts disclosed in the table below represent the maximum (undiscounted) potential amounts that might have to be
paid under guarantees issued by the Group. They are not netted against sums which might be recovered through legal action
or counter-guarantees received by the Group.
(in € millions)
2024
2023
Assets pledged as collateral(1)
39
120
Bank guarantees given
163
179
Guarantees given in connection with disposals of non-current assets(2)
516
3
Energy purchase(3)
153
-
Other commitments
-
-
TOTAL COMMITMENTS GIVEN
872
302
Expiring:
Within one year
376
157
In one to five years
473
122
In more than five years
23
23
(1)
Current and non-current assets pledged, mortgaged or otherwise given as collateral.
(2)
In 2024, guarantees given in connection with disposals of non-current assets consisted for the most part of joint and several guarantees for
the payment of rent that were given in connection with the sale of Group businesses, in accordance with the provisions of Article L. 145-16-2 of the
French Commercial Code. Until 2023, these customary guarantees resulting from asset disposals were not specifically disclosed in the notes to
the financial statements. Lessor claims related to rent defaults are subject to a time-limit of three years from the date of transfer of the lease to the
new owner of the business. Based on the Group's experience, the guarantees have very rarely been called and their potential impact on
the statement of financial position is therefore limited.
(3)
Mainly related to a reciprocal energy purchase commitment with a related party (subsidiary of the EP group) – Note 14.
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Consolidated financial statements
6.11.2
Commitments received
The amounts disclosed in the table below represent the maximum (undiscounted) potential amounts in respect of
commitments received.
(in € millions)
2024
2023
Bank guarantees received
60
85
Secured financial assets
82
73
Undrawn confirmed lines of credit (Note 11.2.3)
1,019
-
Energy purchase(1)
153
-
Other commitments(2)
478
4
TOTAL COMMITMENTS RECEIVED
1,791
162
Expiring:
Within one year
281
17
In one to five years
1,386
7
In more than five years
124
139
(1)
Mainly related to a reciprocal energy purchase commitment with a related party (subsidiary of the EP group) – Note 14.
(2)
In 2024, this included the guarantee given to the Group by ITM for the joint and several payment of property rents owed to lessors by each of their
members.
NOTE 7
LEASES
ACCOUNTING PRINCIPLE
Group as lessee
The Group is a lessee in a large number of property leases
primarily relating to store properties, warehouses, office
buildings and apartments for lessee managers. It also
acts as lessee in leases of vehicles, store machinery and
equipment (notably cooling systems) and logistics
equipment, primarily in France.
The Group’s lease contracts are recognised in accordance
with IFRS 16 – Leases, taking into account the terms
and conditions of each lease and all relevant facts and
circumstances.
At the inception of such contracts, the Group determines
whether or not they meet the definition of (or contain) a
lease, i.e., whether they convey the right to control the
use of an identified asset for a period of time in exchange
for consideration.
Leases are carried in the lessee’s statement of financial
position as follows:
• a right-of-use asset reflecting the right to use a leased
asset over the lease term is recorded in “Right-of-use
assets” in the consolidated statement of financial position;
• a lease liability reflecting the obligation to make lease
payments over that same period is recorded in “Current
lease liabilities” and “Non-current lease liabilities”
in the consolidated statement of financial position.
Lease liabilities are not included in the calculation of
consolidated net debt.
Initial measurement
At the lease commencement date:
• lease liabilities are recognised at the present value
of future fixed lease payments over the estimated term
of the lease, as determined by the Group. The Group
generally uses its incremental borrowing rate to discount
these future lease payments. Future fixed lease payments
include adjustments for payments that depend on an
index or a contractually defined growth rate. They can
also include the value of a purchase option or estimated
early termination penalties, when Casino is reasonably
certain to exercise these options. Any lease incentives
receivable at the lease commencement date are
deducted from the fixed lease payments;
• right-of-use assets are recognised for the value of the
lease liabilities, less any lease incentives received from
the lessor, plus any lease payments made at or before
the commencement date, initial direct costs and an
estimate of costs to be incurred in respect of any
contractual restoration obligations.
The Group only includes the lease component of the
contract when measuring its lease liabilities. For certain
categories of assets where the lease includes a service
component as well as a lease component, the Group may
recognise a single lease contract (i.e., with no distinction
between the service and lease components).
Subsequent measurement
After the commencement date, lease liabilities are carried
at amortised cost using the effective interest rate method.
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Consolidated financial statements
Lease liabilities are:
• increased by interest expenses, as calculated by applying
a discount rate to the liabilities at the start of the
financial period. These interest expenses are recognised
in the income statement within “Other financial expenses”;
• reduced by any lease payments made.
Cash payments for the principal portion of lease liabilities
along with cash payments for the interest portion of those
liabilities are included within net cash used in financing
activities in the consolidated statement of cash flows.
These lease payments are shown on the “Repayments of
lease liabilities” and “Interest paid, net” lines.
The carrying amount of lease liabilities is remeasured
against right-of-use assets to reflect any lease modifications
and in the event of:
• changes in the lease term;
• changes in the assessment of whether or not a purchase
option is reasonably certain to be exercised;
• changes in amounts expected to be payable under a
residual value guarantee granted to the lessor;
• changes in variable lease payments that depend on an
index or rate when the index or rate adjustment takes effect
(i.e., when the lease payments are effectively modified).
In the first two cases, lease liabilities are remeasured using
a discount rate as revised at the remeasurement date. In
the last two cases, the discount rate used to measure the
lease liabilities on initial recognition remains unchanged.
Right-of-use assets are measured using the amortised
cost model as from the lease commencement date and
over the estimated term of the lease. This gives rise to the
recognition of a straight-line depreciation expense in the
income statement. Right-of-use assets are reduced by
any impairment losses recognised in accordance with
IAS 36 (Note 10.5) and are readjusted in line with the
remeasurement of lease liabilities.
In the event a lease is terminated early, any gains or losses
arising as a result of derecognising the lease liabilities
and right-of-use assets are taken to the income statement
within other operating income or other operating expenses.
Estimating the lease term
The lease term corresponds to the enforceable period of
the lease (i.e., the period during which the lease cannot
be cancelled by the lessor, plus all possible contractual
extensions permitted that are able to be decided
unilaterally by the lessee), and takes account of any
periods covered by an option to terminate or extend the
lease if the Group is reasonably certain respectively to not
exercise or exercise that option.
In estimating the reasonably certain term of a lease, the
Group considers all of the characteristics associated with
the leased assets (local laws and regulations, location,
category – e.g., stores, warehouses, offices, apartments,
property/equipment leases, expected useful life, etc.).
Under leases of store properties, the Group may also
consider economic criteria such as the performance of
the leased assets, and whether or not significant recent
investments have been made in the stores.
Generally, the term of property leases and equipment
leases corresponds to the initial term provided for in the
lease contract.
More specifically, for “3-6-9”-type commercial leases in
France, the Group generally recognises a term of nine years
as the enforceable period of the lease as of the lease
commencement date, in accordance with the ANC’s
3 July 2020 position statement.
For contracts with automatic renewal clauses (notably
“3‑6-9”-type leases), the Group considers that it is unable
to anticipate this automatic renewal period at the
inception of the lease, and that this tacit renewal period
only becomes reasonably certain upon expiry of the initial
lease term. The right-of-use asset and lease liability are
re-estimated at that date, provided that no previous
modifying events have occurred, based on an automatically
renewable period of nine years.
Lastly, the Group may be required to revise the lease
term in the event significant leasehold improvements
are made during the lease term that could lead to a
significant penalty which is reflected in the residual value
of the leasehold improvements at the end of the lease.
Discount rate
The discount rate generally used to calculate the lease
liability for each lease contract depends on the Group’s
incremental borrowing rate at the lease commencement
date. This rate is the rate of interest that a lessee would
have to pay at the lease commencement date to borrow
over a similar term, and with a similar security, the funds
necessary to obtain an asset of similar value to the right-
of-use asset in a similar economic environment. The Group
calculates a discount rate for each country, taking into
account the entity’s credit spread and the lease terms.
Lease premiums
Any lease premiums relating to lease contracts are
included within “Right-of-use assets”. Depending on
the legal particulars inherent to each lease premium,
they are either amortised over the underlying lease term
if the lease premium cannot be separated from the right-
of-use asset, or (most commonly) are not amortised, but
are tested annually for impairment if the lease premium
is distinct from the right-of-use asset.
Short-term leases and leases of low-value assets
The Group has chosen to apply the recognition exemptions
in IFRS 16 concerning:
• short-term leases (i.e., with a term of 12 months or less
at inception). Leases with purchase options are not
classified as short-term leases;
• leases for which the underlying asset is of low value
(unit value of underlying leased asset less than €5,000).
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FINANCIAL AND ACCOUNTING INFORMATION
Consolidated financial statements
Within the Group, these exemptions apply mainly to
leases of store equipment and office equipment such as
tablets, computers, mobile telephones and photocopiers.
Payments under these leases are included in operating
expenses in the consolidated income statement, in the
same way as variable lease payments which are not
included in the initial measurement of lease liabilities.
Cash flows relating to lease payments made are included
within net cash from operating activities in the consolidated
statement of cash flows.
Sale-and-leaseback transactions
A sale-and-leaseback transaction is a transaction in which
the owner of assets sells those assets to third parties and
then leases them back. If the sale of the assets by the
seller-lessee meets the definition of a sale under IFRS 15:
• the seller-lessee measures the right-of-use asset under
the lease as a proportion of the net carrying amount
of the asset transferred, which corresponds to the right
of use retained by that seller-lessee. Accordingly, the
seller-lessee only recognises the net disposal gain or loss
that relates to the rights transferred to the buyer-lessor;
• the buyer-lessor accounts for the purchase of the asset
applying applicable standards and for the lease
applying IFRS 16.
If the sale of the asset by the seller-lessee does not meet
the definition of a sale under IFRS 15, the sale-and-leaseback
is accounted for as a financing transaction. As follows:
• the seller-lessee recognises the transferred asset in its
statement of financial position and recognises a financial
liability equal to the consideration received from the
buyer-lessor;
• the buyer-lessor does not recognise the transferred asset
in its statement of financial position but recognises a
financial asset equal to the consideration transferred.
Deferred taxes
In the event a lease gives rise to a temporary difference,
deferred tax is recognised (Note 9).
Group as lessor
When the Group acts as lessor, it classifies each of its leases
as either a finance lease or an operating lease.
• finance leases are treated as a sale of non-current assets
to the lessee financed by a loan granted by the lessor.
To recognise a finance lease, the Group:
• derecognises the leased asset from its statement of
financial position,
• recognises a financial receivable in “Financial assets
at amortised cost” within “Other current assets” and
“Other non-current assets” in its consolidated statement
of financial position at an amount equal to the present
value, discounted at the contractual interest rate or
incremental borrowing rate, of the lease payments
receivable under the lease, plus any unguaranteed
residual value accruing to the Group,
• splits the lease income into (i) interest income
recognised in the consolidated income statement
within “Other financial income”, and (ii) amortisation
of the principal, which reduces the amount of the
receivable;
• for operating leases, the lessor includes the leased assets
within “Property, plant and equipment” in its statement
of financial position and recognises lease payments
received under “Other revenue” in the consolidated income
statement on a straight-line basis over the lease term.
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FINANCIAL AND ACCOUNTING INFORMATION
Consolidated financial statements
7.1
Group as lessee
Details of these leases are provided below.
7.1.1
Statement of financial position information
Composition of and change in right-of-use assets
(in € millions)
Land and land
improvements
Buildings,
fixtures and
fittings
Other property,
plant and
equipment
Other intangible
assets
Total
Carrying amount at 1 January 2023
27
4,668
66
128
4,889(1)
New assets
3
142
4
-
149
Modifications/remeasurements
-
203
10
17
230
Derecognised assets
2
(104)
1
-
(101)
Depreciation for the year
(5)
(534)
(28)
(7)
(574)
Impairment (losses) reversals, net
-
(45)
(2)
-
(47)
Changes in scope of consolidation
-
(1,253)
-
(76)
(1,329)
Effect of movements in exchange rates
-
111
-
4
116
IFRS 5 reclassifications
(2)
(1,424)
(147)
(57)
(1,631)
Other reclassifications and movements
-
(142)
146
(10)
(6)
Carrying amount at 31 December 2023
25
1,621
50
-
1,696
New assets
2
69
10
-
82
Modifications/remeasurements
7
190
10
-
207
Derecognised assets
(1)
(38)
2
-
(37)
Depreciation for the year
(5)
(298)
(21)
-
(324)
Impairment (losses) reversals, net
-
(93)
(3)
-
(96)
Changes in scope of consolidation
-
(1)
-
-
(1)
Effect of movements in exchange rates
-
-
-
-
-
IFRS 5 reclassifications
(4)
(19)
-
-
(22)
Other reclassifications and movements
-
14
-
-
14
CARRYING AMOUNT AT 31 DECEMBER 2024
25
1,446
47
-
1,518
(1)
Including Latam Retail right-of-use assets with a carrying amount of €2,304 million at 31 December 2022 reclassified as held for sale at
31 December 2023 in accordance with IFRS 5 or sold during 2023 (Sendas).
Lease liabilities
(in € millions)
Notes
2024
2023
Current portion
358
360
Non-current portion
1,254
1,338
TOTAL
11.5.4
1,612
1,698
Note 11.5.4 provides an analysis of lease liabilities by maturity.
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Consolidated financial statements
7.1.2
Income statement information
The following amounts were recognised in the income statement in respect of leases (excluding lease liabilities):
(in € millions)
2024
2023
Rental expense relating to variable lease payments(1)
4
5
Rental expense relating to short-term leases(1)
1
5
Rental expense relating to leases of low-value assets that are not short-term leases(1)
61
61
(1)
Leases not included in lease liabilities recognised in the statement of financial position.
Depreciation charged against right-of-use assets is presented in Note 7.1.1, while interest expense on lease liabilities is shown
in Note 11.3.2.
Sub-letting income included within right-of-use assets is set out in Note 7.2.
7.1.3
Statement of cash flow information
Total lease payments made in the year related to continuing
operations amounted to €530 million (2023: €517 million);
this amount covers all leases, whether fixed or variable, and
whether or not they fall within the scope of IFRS 16.
7.1.4
Sale-and-leaseback transactions
No material sale and leaseback transactions were carried
out by the Group's continuing operations in 2024 and 2023.
7.2
Group as lessor
Operating leases
The following table provides a maturity analysis of payments receivable under operating leases:
(in € millions)
2024
2023
Within one year
29
20
In one to two years
14
8
In two to three years
10
4
In three to four years
7
2
In four to five years
-
2
In five or more years
5
11
UNDISCOUNTED VALUE OF LEASE PAYMENTS RECEIVABLE
65
48
The following amounts were recognised in the income statement:
(in € millions)
2024
2023
Operating leases
Lease income(1)
37
26
Sub-letting income included within right-of-use assets
1
2
(1)
The proportion of variable lease payments not dependent on an index or rate was not material in 2024 and 2023.
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Consolidated financial statements
NOTE 8
EMPLOYEE BENEFITS EXPENSE
8.1
Employee benefits expense
Employee benefits expense is analysed by function in Note 6.3.
8.2
Provisions for pensions and other post-employment benefits
ACCOUNTING PRINCIPLE
Provisions for pensions and other
post‑employment benefits
Group companies provide their employees with various
employee benefit plans depending on local laws and practice.
• Under defined contribution plans, the Group pays fixed
contributions into a fund and has no obligation to pay
further contributions if the fund does not hold sufficient
assets to pay all employee benefits relating to employee
service in the current and prior periods. Contributions
to these plans are expensed as incurred.
• Under defined benefit plans, the Group's obligation is
measured using the projected unit credit method based
on the agreements effective in each company. Under
this method, each period of service gives rise to an
additional unit of benefit entitlement and each unit
is measured separately to build up the final obligation.
The final obligation is then discounted. The actuarial
assumptions used to measure the obligation vary according
to the economic conditions prevailing in the relevant
country. The obligation is measured by independent
actuaries annually for the most significant plans and
for the employment termination benefit, and regularly
for all other plans. Assumptions include expected rate
of future salary increases, estimated average years of
service, life expectancy and staff turnover rates (based
on resignations only).
Actuarial gains and losses arise from the effects of changes
in actuarial assumptions and experience adjustments
(differences between results based on previous actuarial
assumptions and what has actually occurred). All actuarial
gains and losses arising on defined benefit plans are
recognised in other comprehensive income.
Past service cost, corresponding to the increase in the
benefit obligation resulting from the introduction of
a new benefit plan or modification of an existing plan,
is expensed immediately.
The expense in the income statement comprises:
• service cost, i.e., the cost of services provided during
the year, recognised in trading profit or loss;
• past service cost and the effect of plan curtailments or
settlements, generally recognised in “Other operating
income and expenses”;
• interest cost, corresponding to the discounting adjustment
to the projected benefit obligation net of the return
on plan assets, recorded in “Other financial income and
expenses”. Interest cost is calculated by applying the
discount rate defined in IAS 19 to the net obligation
(i.e., the projected obligation less related plan assets)
recognised in respect of defined benefit plans, as
determined at the beginning of the year.
The provision recognised in the statement of financial position
is measured as the net present value of the obligation less
the fair value of plan assets.
Provisions for other in-service long-term
employee benefits
• Other in-service long-term employee benefits, such
as jubilees, are also covered by provisions, determined
on the basis of an actuarial estimate of vested rights as of
the reporting date. Actuarial gains and losses on these
benefit plans are recognised immediately in profit or loss.
8.2.1
Breakdown of provisions for pensions and other post-employment benefits
and for long-term employee benefits
(in € millions)
2024
2023
Non-current
portion
Current
portion
Total
Non-current
portion
Current
portion
Total
Pensions
124
6
130
134
8
142
Jubilees
7
-
7
7
1
7
Bonuses for services rendered
2
1
2
6
-
6
PROVISIONS FOR PENSIONS
AND OTHER POST-EMPLOYMENT
BENEFITS AND FOR LONG-TERM
EMPLOYEE BENEFITS
133
7
140
147
9
156
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Consolidated financial statements
8.2.2
Presentation of pension plans
Defined contribution plan
Defined contribution plans are plans in which the Company
pays regular contributions into a fund. The Company’s
obligation is limited to the amount it agrees to contribute
to the fund and it offers no guarantee that the fund will have
sufficient assets to pay all of the employees’ entitlements to
benefits. This type of plan predominantly concerns employees
of the Group’s French subsidiaries, who participate in the
government-sponsored basic pension scheme.
The expense relating to defined contribution plans in 2024
was €125 million, of which 100% concerns the Group’s French
subsidiaries (excluding discontinued operations).
Defined benefit plan
In certain countries, local laws or conventional agreements
provide for the payment of a lump sum to employees either
when they retire or at certain times post-retirement, based
on their years of service and final salary at the age of retirement.
8.2.3
Main assumptions used in
determining total defined benefit
obligations (pension plans)
Defined benefit plans are exposed to risks concerning future
interest rates, salary increase rates, turnover and mortality rates.
The following table presents the main actuarial assumptions used to measure the projected benefit obligation:
France
2024
2023
Discount rate
3.3%
3.3%
Expected rate of future salary increases
2.5%-3.3%
2.5%-3.2%
Retirement age
64-65
64-65
For French companies, the discount rate is determined by reference to the Bloomberg 15-year AA corporate composite index.
Sensitivity analysis
A 50-basis point increase (decrease) in the discount rate would
have the effect of reducing the projected benefit obligation
by 4% (increasing the projected benefit obligation by 5%).
A 50-basis point increase (decrease) in the expected rate
of salary increases would have the effect of increasing the
projected benefit obligation by 5% (reducing the projected
benefit obligation by 4%).
8.2.4
Change in retirement benefit
obligations and plan assets
The following tables show a reconciliation of the projected
benefit obligations of all Group companies to the provisions
recognised in the consolidated financial statements for the
years ended 31 December 2024 and 31 December 2023.
(in € millions)
France
International
Total
2024
2023
2024
2023
2024
2023
Projected benefit obligation at 1 January
156
205
-
7
156
213
Items recorded in the income statement
(15)
11
-
1
(15)
11
Service cost
4
13
-
-
4
13
Interest cost
4
6
-
1
4
7
Past service cost
-
-
-
-
-
-
Curtailments/settlements
(23)
(9)
-
-
(23)
(9)
Items included in other comprehensive income
(1)
19
-
1
(1)
20
1.
Actuarial (gains) and losses related to:
(1)
19
-
1
(1)
20
(i) changes in financial assumptions
1
15
-
1
1
16
(ii) changes in demographic assumptions
(3)
(2)
-
-
(3)
(2)
(iii) experience adjustments
1
5
-
-
1
6
2.
Effect of movements in exchange rates
-
-
-
-
0
Other
3
(79)
-
(9)
3
(87)
Paid benefits
(8)
(13)
-
(1)
(8)
(14)
Changes in scope of consolidation
-
(7)
-
-
-
(7)
Other movements
12
(59)
-
(8)
12
(67)
Projected benefit obligation at 31 December
A
144
156
-
-
144
156
Weighted average duration of plans
15
15
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2024 UNIVERSAL REGISTRATION DOCUMENT – GROUPE CASINO
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FINANCIAL AND ACCOUNTING INFORMATION
Consolidated financial statements
(in € millions)
France
International
Total
2024
2023
2024
2023
2024
2023
Fair value of plan assets at 1 January
15
14
-
-
15
14
Items recorded in the income statement
-
-
-
-
-
-
Interest on plan assets
-
-
-
-
-
-
Items included in other comprehensive income
-
-
-
-
-
-
Actuarial (losses) gains (experience adjustments)
-
-
-
-
-
-
Effect of movements in exchange rates
-
-
-
-
-
-
Other
-
1
-
-
-
-
Paid benefits
-
(1)
-
-
-
(1)
Changes in scope of consolidation
-
-
-
-
-
-
Other movements
-
2
-
-
-
1
Fair value of plan assets at 31 December
B
15
15
-
-
15
14
(in € millions)
France
International
Total
2024
2023
2024
2023
2024
2023
Net post-employment benefit obligation
A-B
129
142
-
-
130
142
Unfunded projected benefit obligation
under funded plans
1
1
-
-
1
1
Projected benefit obligation under funded plans
16
16
-
-
16
16
Fair value of plan assets
(15)
(15)
-
-
(15)
(15)
Projected benefit obligation under unfunded plans
128
141
-
-
129
141
Plan assets consist mainly of units in fixed-rate bond funds.
Reconciliation of provisions recorded in the statement of financial position
(in € millions)
France
International
Total
2024
2023
2024
2023
2024
2023
At 1 January
142
192
-
7
142
199
Expense for the year
(15)
11
-
1
(15)
12
Actuarial gains and losses
(1)
19
-
1
(1)
20
Effect of movements in exchange rates
-
-
-
-
-
-
Paid benefits
(8)
(12)
-
(1)
(8)
(12)
Partial reimbursement of plan assets
-
-
-
-
-
-
Changes in scope of consolidation
-
(7)
-
-
-
(7)
Other movements(1)
12
(60)
-
(8)
12
(69)
AT 31 DECEMBER
130
142
-
-
130
142
(1)
In 2023, other movements mainly reflect the classification of the provision for the hypermarkets and supermarkets segment in France within
discontinued operations, in accordance with IFRS 5.
Breakdown of expense for the year
(in € millions)
France
International
Total
2024
2023
2024
2023
2024
2023
Service cost
4
13
-
-
4
13
Interest cost(1)
4
6
-
-
4
7
Past service cost
-
-
-
-
-
-
Curtailments/settlements
(23)
(9)
-
-
(23)
(9)
EXPENSE FOR THE YEAR
(15)
11
-
-
(15)
12
(1)
Reported under “Other financial income and expenses”.
Undiscounted future cash flows
(in € millions)
Undiscounted cash flows
Statement of financial position
2025
2026
2027
2028
2029
Beyond 2029
Post-employment benefits
130
3
4
7
10
12
635
GROUPE CASINO – 2024 UNIVERSAL REGISTRATION DOCUMENT
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FINANCIAL AND ACCOUNTING INFORMATION
Consolidated financial statements
8.3
Share-based payments
ACCOUNTING PRINCIPLE
Share-based payments
Management and selected employees of the Group receive
stock options (options to purchase or subscribe for shares)
and free shares.
The benefit represented by stock options, measured
at fair value on the grant date, constitutes additional
compensation. The grant-date fair value of the options
is recognised in “Employee benefits expense” over the
option vesting period or in “Other operating expenses”
when the benefit relates to a transaction that is also
recognised in “Other operating income and expenses”
(Note 6.5). The fair value of options is determined using
the Black-Scholes option pricing model, based on the plan
attributes, market data (including the market price of
the underlying shares, share price volatility and the risk-free
interest rate) at the grant date and assumptions concerning
the probability of grantees remaining with the Group
until the options vest.
The fair value of free shares is also determined on the
basis of the plan attributes, market data at the grant date
and assumptions concerning the probability of grantees
remaining with the Group until the shares vest. If the free
shares are not subject to any vesting conditions, the cost
of the plan is recognised in full on the grant date. Otherwise,
it is deferred and recognised over the vesting period
as and when the vesting conditions are met. When bonus
shares are granted to employees in connection with
a transaction affecting the scope of consolidation, the related
cost is recorded in “Other operating income and expenses”.
Free shares are granted to certain Company managers and store managers. In certain cases, the shares vest in tranches,
subject to the attainment of a performance target for the period concerned. In all cases, the shares are forfeited if the
grantee leaves the Group before the end of the vesting period.
8.3.1
Impact of share-based payments on earnings and equity
The total net income recognised in operating income for share-based payment plans in 2024 was €1 million (2023: net cost of
€6 million). The impact on equity was a decrease for the same amount.
8.3.2
Casino, Guichard-Perrachon stock option plans
At 31 December 2024, no Casino, Guichard-Perrachon stock options were outstanding.
8.3.3
Casino, Guichard-Perrachon free share plans
Free share plan features and assumptions
Date of plan
Vesting date
Number of
free shares
authorised
Of which
number of
performance
shares(1)
Number of
unvested shares at
31 December 2024
Share price
(€)(2)
Fair value of
the share
(€)(2)
21/04/2023
21/04/2026
856,777
2,773
2,773
0.07
0.05
10/05/2022
10/05/2025
318,727
524
524
0.17
0.14
27/04/2020
27/04/2025
8,171
53
53
0.36
0.26
TOTAL
1,183,675
3,350
3,350
(1)
Performance conditions mainly concern growth in adjusted EBITDA and earnings per share, and CSR criteria.
(2)
Weighted average.
Changes in free shares
Free share grants
2024
2023
Unvested shares at 1 January
1,179,312
626,354
Free share rights granted
-
856,777
Free share rights cancelled(1)
(1,166,962)
(212,849)
Shares issued
(9,000)
(90,970)
UNVESTED SHARES AT 31 DECEMBER
3,350
1,179,312
(1)
Including 600,584 shares cancelled in 2024 following the reverse stock-split described in Note 2.1.
102
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FINANCIAL AND ACCOUNTING INFORMATION
Consolidated financial statements
8.4
Gross remuneration and benefits of the members of the Group
Executive Committee and the Board of Directors
(in € millions)
2024
2023
Short-term benefits excluding social security contributions(1)
15
15
Social security contributions on short-term benefits
5
4
Termination benefits for key executives
7
4
Share-based payments(2)
-
1
TOTAL
26
25
(1)
Gross salaries, bonuses, discretionary and statutory profit-sharing, benefits in kind and directors' fees.
(2)
Expense recognised in the income statement in respect of stock option and free share plans.
The members of the Group Executive Committee are not entitled to any specific supplementary pension benefits.
8.5
Average number of Group employees
Average full-time equivalent employees by category
2024
2023
Managers
5,787
6,288
Staff
15,598
16,752
Supervisors
2,693
2,958
GROUP TOTAL
24,078
25,999
Employee numbers in the above table only concern continuing operations.
NOTE 9
INCOME TAXES
ACCOUNTING PRINCIPLE
Income tax expense corresponds to the sum of the current
taxes due by the various Group companies, adjusted for
deferred taxes.
Substantially all qualifying French subsidiaries are members
of the tax group headed by Casino, Guichard‑Perrachon
and file a consolidated tax return.
Current tax expense reported in the income statement
corresponds to the tax expense of the parent company of
the tax group and of companies that are not members
of a tax group.
Deferred tax assets correspond to future tax benefits
arising from deductible temporary differences, tax loss
carryforwards, unused tax credits and certain consolidation
adjustments that are expected to be recoverable.
Deferred tax liabilities are recognised in full for:
• taxable temporary differences, except where the deferred
tax liability results from recognition of a non-deductible
impairment loss on goodwill or from initial recognition
of an asset or liability in a transaction which is not a business
combination and, at the time of the transaction, affects
neither accounting profit or loss nor taxable profit or
the tax loss; and
• taxable temporary differences related to investments
in subsidiaries, associates and joint ventures, except
when the Group controls the timing of the reversal of
the difference and it is probable that it will not reverse
in the foreseeable future.
Deferred taxes are recognised using the balance sheet
approach and in accordance with IAS 12. They are calculated
by the liability method, which consists of adjusting deferred
taxes recognised in prior periods for the effect of any
enacted changes in the income tax rate.
The Group reviews the probability of deferred tax assets
being recovered on a periodic basis for each tax entity.
This review may, if necessary, lead to the derecognition
of deferred tax assets recognised in prior years. The
probability for recovery is assessed based on a tax plan
indicating the level of projected taxable profits.
The assumptions underlying the tax plan are consistent
with those used in the medium-term business plans and
budgets prepared by Group entities and approved by
Management.
The French corporate value-added tax (cotisation sur la
valeur ajoutée des entreprises – CVAE), which is based on
the value-added reflected in the separate financial
statements, is included in “Income tax expense” in the
consolidated income statement.
When payments to holders of equity instruments are
deductible for tax purposes, the tax effect is recognised
by the Group in the income statement.
GROUPE CASINO – 2024 UNIVERSAL REGISTRATION DOCUMENT
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FINANCIAL AND ACCOUNTING INFORMATION
Consolidated financial statements
In accordance with IFRIC 23 – Uncertainty over Income
Tax Treatments, the Group presents provisions for uncertain
income tax positions within income tax liabilities.
On 14 December 2022, all EU Member States formally
adopted the Directive, which aims to ensure a global
minimum level of taxation for multinationals and large-
scale domestic groups in the Union, implementing at EU
level the global agreement reached by the OECD Inclusive
Framework on 8 October 2021. The Pillar Two directive
was transposed into French law on 29 December 2023.
9.1
Income tax expense
9.1.1
Analysis of income tax expense
(in € millions)
2024
2023
France
International
Total
France
International
Total
Current income tax
(3)
(2)
(5)
(48)
(2)
(50)
Other taxes (CVAE)
(6)
-
(6)
(8)
-
(8)
Deferred taxes
(63)
(1)
(64)
(720)
-
(720)
Total income tax (expense) benefit recorded
in the income statement
(72)
(3)
(75)
(776)
(2)
(778)
Income tax on items recognised in
“Other comprehensive income” (Note 12.7.2)
(1)
-
(1)
4
2
6
Income tax on items recognised in equity
-
8
8
1
-
1
9.1.2
Tax proof
(in € millions)
2024
2023
Profit (loss) before tax
2,252
(1,801)
Theoretical income tax benefit (expense)(1)
(581)
-25.83%
465
-25.83%
Reconciliation of the theoretical income tax benefit (expense)
to the actual income tax benefit (expense)
Recognition of previously unrecognised tax benefits on tax losses
and other deductible temporary differences
-
-
2
-0.1%
Unrecognised deferred tax assets/valuation allowances
on recognised deferred tax assets on tax loss carryforwards
or other deductible temporary differences(2)
(202)
-9.0%
(957)
53.1%
CVAE net of income tax
(5)
-0.2%
(6)
0.3%
Non-deductible interest expense(3)
(35)
-1.6%
(44)
2.4%
Non-deductible asset impairment losses(4)
(111)
-4.9%
(241)
13.4%
Deductible interest on TSSDIs
(8)
-0.3%
17
-1.0%
Non-taxation of fair value gain on converted debt(5)
884
39.3%
-
-
Reduced-rate asset disposals and changes in scope of consolidation
(8)
-0.4%
(3)
0.1%
Other
(9)
-0.4%
(12)
0.7%
ACTUAL INCOME TAX BENEFIT (EXPENSE)/EFFECTIVE
TAX RATE
(75)
-3.3%
(778)
43.2%
(1)
The reconciliation of the effective tax rate paid by the Group is based on the current French rate of 25.83%.
(2)
The amount for 2024 concerns the tax group (€157 million of unrecognised tax loss carryforwards) and the Cdiscount segment (€25 million)
(Notes 9.2.3 and 9.2.4). In 2023, this concerned the tax group for a negative amount of €900 million (including €658 million in impairment losses
on prior-year tax credits and deferred tax assets and €232 million in tax losses that were not recognised based on the 2024-2028 business plan
approved by Management and presented to the market in November 2023) and the Cdiscount segment for a negative amount of €53 million (Notes
9.2.3 and 9.2.4).
(3)
Tax laws in some countries cap the deductibility of interest paid by companies. The impact on the two periods presented essentially concerns the
France scope.
(4)
Mainly non-deductible impairment losses on goodwill (2024: Franprix and Geimex/ExtenC and 2023: Franprix and Monoprix).
(5)
In 2024, this corresponds to the non-taxable income recognised in respect of the fair value adjustment of converted debt related to the financial
restructuring (Note 2.1).
104
2024 UNIVERSAL REGISTRATION DOCUMENT – GROUPE CASINO
2
FINANCIAL AND ACCOUNTING INFORMATION
Consolidated financial statements
9.2
Deferred taxes
9.2.1
Change in deferred tax assets
(in € millions)
2024
2023
At 1 January
84
1,076
(Expense) benefit for the year(1)
(69)
(400)
Impact of changes in scope of consolidation
-
(217)
IFRS 5 reclassifications
10
(161)
Effect of movements in exchange rates and other reclassifications
(1)
(219)
Changes recognised directly in equity and other comprehensive income
(1)
4
AT 31 DECEMBER
22
84
(1)
Impairment, net.
Deferred tax assets net of deferred tax liabilities (Note 9.2.2) related to discontinued operations represented an expense of
€13 million in 2024 (benefit of €333 million in 2023).
9.2.2
Change in deferred tax liabilities
(in € millions)
2024
2023
At 1 January
10
90
Expense/(benefit) for the year
8
(13)
Impact of changes in scope of consolidation
-
(2)
IFRS 5 reclassifications
-
85
Effect of movements in exchange rates and other reclassifications
(6)
(147)
Changes recognised directly in equity and other comprehensive income
-
(2)
AT 31 DECEMBER
12
10
9.2.3
Deferred tax assets and liabilities by source
(in € millions)
Notes
Net
2024
2023
Intangible assets
(151)
(168)
Property, plant and equipment
68
91
Right-of-use assets
(390)
(437)
Lease liabilities
447
529
Inventories
4
32
Financial instruments
2
3
Other assets
(3)
6
Provisions
194
91
Regulated provisions
(36)
(50)
Other liabilities
1
42
Tax loss carryforwards and tax credits, net
18
75
Loss allowances on recognised deferred tax assets
(143)
(142)
NET DEFERRED TAX ASSET (LIABILITY)
11
73
Deferred tax assets recognised in the statement of financial position
22
84
Deferred tax liabilities recognised in the statement of financial position
12
10
NET
11
73
The tax saving realised by the Casino, Guichard-Perrachon
tax group amounted to €136 million in 2024 versus
€88 million in 2023.
Deferred tax assets recognised for tax loss carryforwards
and
tax
credits
primarily
concern
the
Casino,
Guichard‑Perrachon and Cnova tax groups. At 31 December
2024, deferred tax assets amounted to €7 million for
Casino, Guichard-Perrachon and €9 million for Cnova.
These amounts are expected to be recovered by 2025 and
2030, respectively.
GROUPE CASINO – 2024 UNIVERSAL REGISTRATION DOCUMENT
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2
FINANCIAL AND ACCOUNTING INFORMATION
Consolidated financial statements
9.2.4
Unrecognised deferred tax assets
At 31 December 2024, unrecognised deferred tax assets
arising on tax loss carryforwards amounted to approximately
€5,190 million, representing an unrecognised deferred tax
effect of €1,346 million (€4,280 million at 31 December 2023,
representing an unrecognised deferred tax effect of
€1,107 million). These losses mainly relate to the Casino,
Guichard-Perrachon tax group, the Franprix sub‑group and
Cdiscount, and can mostly be carried forward indefinitely.
NOTE 10
INTANGIBLE ASSETS, PROPERTY, PLANT
AND EQUIPMENT, AND INVESTMENT PROPERTY
ACCOUNTING PRINCIPLE
The cost of non-current assets corresponds to their purchase cost plus transaction expenses including tax. For intangible
assets, property, plant and equipment, and investment property, these expenses are added to the assets’ carrying
amount and follow the same accounting treatment.
10.1
Goodwill
ACCOUNTING PRINCIPLE
At the acquisition date, goodwill is measured in
accordance with the accounting principle applicable to
“Business combinations”, described in Note 3. It is allocated
to the cash generating unit (CGU) or groups of cash
generating units that benefit from the synergies of the
combination, based on the level at which the return on
investment is monitored for internal management purposes
(Note 10.1.1). Goodwill is not amortised. It is tested for
impairment at each year-end, or whenever events or a
change of circumstances indicate that it may be impaired.
Impairment losses on goodwill are not reversible.
The methods used by the Group to test goodwill for
impairment are described in the “Impairment of non‑current
assets” section in Note 10.5. Negative goodwill is recognised
directly in the income statement for the period of
the business combination, once the identification and
measurement of the acquiree’s identifiable assets, liabilities
and contingent liabilities have been verified.
10.1.1
Breakdown by business line and geographic area
(in € millions)
2024
2023
Casino
47
48
Geimex/ExtenC
-
16
Franprix
516
942
Monoprix
984
983
Cdiscount
55
58
TOTAL, NET
1,602
2,046
10.1.2
Movements for the year
(in € millions)
2024
2023
Carrying amount at 1 January
2,046
6,933
Goodwill recognised during the year
11
16
Impairment losses recognised during the year(1)
(444)
(3,257)
Goodwill written off on disposals
(7)
(1,191)
Effect of movements in exchange rates
-
16
Reclassifications and other movements
(5)
(471)
CARRYING AMOUNT AT 31 DECEMBER
1,602
2,046
(1)
See Note 10.5.1.
106
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2
FINANCIAL AND ACCOUNTING INFORMATION
Consolidated financial statements
10.2
Other intangible assets
ACCOUNTING PRINCIPLE
Intangible assets acquired separately by the Group are
initially recognised at cost and those acquired in business
combinations are initially recognised at fair value. Intangible
assets consist mainly of purchased software, software
developed for internal use, trademarks, patents and costs
to obtain contracts. Trademarks that are created and
developed internally are not recognised in the statement
of financial position. Intangible assets are amortised on
a straight-line basis over their estimated useful lives,
as determined separately for each asset category.
Capitalised development costs are amortised over three
years and software over three to ten years. Indefinite life
intangible assets (including purchased trademarks) are
not amortised, but are tested for impairment at each
year-end or whenever there is an indication that their
carrying amount may not be recovered.
An intangible asset is derecognised on disposal or when
no future economic benefits are expected from its use
or disposal. The gain or loss arising from derecognition of
an asset is determined as the difference between the net
sale proceeds, if any, and the carrying amount of the asset.
It is recognised in profit or loss (“Other operating income
and expenses”) when the asset is derecognised.
Residual values, useful lives and depreciation methods
are reviewed at each year-end and revised prospectively
if necessary.
10.2.1
Breakdown
(in € millions)
2024
2023
Gross
amount
Accumulated
amortisation and
impairment
Net
Gross
amount
Accumulated
amortisation and
impairment
Net
Concessions, trademarks, licences
and banners
575
(17)
558
575
(3)
572
Software
1,347
(1,069)
277
1,323
(1,001)
322
Other
426
(260)
166
436
(247)
189
INTANGIBLE ASSETS
2,347
(1,347)
1,001
2,334
(1,251)
1,082
10.2.2
Movements for the year
(in € millions)
Concessions,
trademarks, licences
and banners
Software
Other intangible
assets
Total
Carrying amount at 1 January 2023
1,222
602
241
2,065
Changes in scope of consolidation
(99)
(13)
(3)
(115)
Additions and acquisitions
2
87
164
253
Assets disposed of during the year
(1)
(1)
(3)
(4)
Amortisation for the year
(1)
(197)
(65)
(263)
Impairment (losses) reversals, net
(553)
(265)
(11)
(830)
Effect of movements in exchange rates
28
12
1
41
IFRS 5 reclassifications
(26)
(25)
(40)
(91)
Other reclassifications and movements
-
121
(96)
26
Carrying amount at 31 December 2023
572(1)
322
189(2)
1,082
Changes in scope of consolidation
-
-
-
(1)
Additions and acquisitions
-
15
127
142
Assets disposed of during the year
-
(7)
4
(3)
Amortisation for the year
(1)
(129)
(58)
(188)
Impairment (losses) reversals, net
(14)
(20)
(2)
(36)
Effect of movements in exchange rates
-
-
-
-
IFRS 5 reclassifications
-
-
(1)
(1)
Other reclassifications and movements
-
98
(92)
5
CARRYING AMOUNT AT 31 DECEMBER 2024
558(1)
277
166(2)
1,001
(1)
Including trademarks for €557 million (31 December 2023: €571 million).
(2)
Including costs to obtain contracts for €111 million (31 December 2023: €101 million) (Note 6.1.2).
GROUPE CASINO – 2024 UNIVERSAL REGISTRATION DOCUMENT
107
2
FINANCIAL AND ACCOUNTING INFORMATION
Consolidated financial statements
Internally generated intangible assets (mainly information systems developments) represented €52 million at 31 December 2024
(31 December 2023: €94 million).
Intangible assets at 31 December 2024 include trademarks with an indefinite life, carried in the statement of financial position
for €557 million, allocated to the following groups of CGUs:
(in € millions)
2024
2023
Monoprix
552
552
Naturalia
-
14
Cdiscount
4
4
TOTAL
557
571
Intangible assets were tested for impairment at 31 December 2024 using the method described in Note 10.5 “Impairment of
non-current assets”. The test results are presented in the same note.
10.3
Property, plant and equipment
ACCOUNTING PRINCIPLE
Property, plant and equipment are measured at cost less accumulated depreciation and any accumulated impairment losses.
Subsequent expenditures are recognised in assets if they satisfy the recognition criteria of IAS 16. The Group examines
these criteria before incurring the expenditure.
Land is not depreciated. All other items of property, plant and equipment are depreciated on a straight-line basis over
their estimated useful lives for each category of assets, with generally no residual value. The main useful lives are as follows:
Asset category
Depreciation period
(in years)
Land
-
Buildings (structure)
50
Roof waterproofing
15
Fire protection of the building structure
25
Land improvements
10 to 40
Building fixtures and fittings
5 to 20
Technical installations, machinery and equipment
5 to 20
Computer equipment
3 to 5
“Roof waterproofing” and “Fire protection of the building structure” are classified as separate items of property, plant
and equipment only when they are installed during major renovation projects. In all other cases, they are included in
the “Building (structure)” category.
Property, plant and equipment are derecognised on disposal or when no future economic benefits are expected from
their use or disposal. The gain or loss arising from derecognition of an asset is determined as the difference between the
net sale proceeds, if any, and the carrying amount of the asset. It is recognised in profit or loss (“Other operating income
and expenses”) when the asset is derecognised.
Residual values, useful lives and depreciation methods are reviewed at each year-end and revised prospectively if necessary.
10.3.1
Breakdown
(in € millions)
2024
2023
Gross
amount
Accumulated
depreciation and
impairment
Net
Gross
amount
Accumulated
depreciation and
impairment
Net
Land and land improvements
221
(82)
139
322
(89)
233
Buildings, fixtures and fittings
260
(166)
94
393
(250)
143
Other non-current assets(1)
2,671
(2,103)
568
2,815
(2,137)
678
PROPERTY, PLANT AND EQUIPMENT
3,153
(2,351)
802
3,530
(2,476)
1,054
(1)
Other non-current assets consist mainly of facilities, machinery and equipment.
108
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FINANCIAL AND ACCOUNTING INFORMATION
Consolidated financial statements
10.3.2
Movements for the year
(in € millions)
Land and land
improvements
Buildings,
fixtures and
fittings
Other property,
plant and
equipment
Total
Carrying amount at 1 January 2023
737
2,335
2,247
5,319
Changes in scope of consolidation
(129)
(1,491)
(634)
(2,254)
Additions and acquisitions
14
94
467
576
Assets disposed of during the year
(40)
(59)
(28)
(127)
Depreciation for the year
(4)
(69)
(278)
(350)
Impairment (losses) reversals, net
(48)
(279)
(116)
(443)
Effect of movements in exchange rates
1
71
56
128
IFRS 5 reclassifications
(313)
(536)
(963)
(1,811)
Other reclassifications and movements
14
76
(73)
18
Carrying amount at 31 December 2023
233
143
678
1,054
Changes in scope of consolidation
-
-
1
-
Additions and acquisitions
1
1
113
115
Assets disposed of during the year
(5)
(6)
(6)
(17)
Depreciation and amortisation for the year
(2)
(7)
(127)
(136)
Impairment (losses) reversals, net
(26)
6
(70)
(90)
Effect of movements in exchange rates
-
-
-
-
IFRS 5 reclassifications
(68)
(71)
(10)
(148)
Other reclassifications and movements
5
30
(11)
23
CARRYING AMOUNT AT 31 DECEMBER 2024
139
95
568
802
Property, plant and equipment were tested for impairment at 31 December 2024 using the method described in Note 10.5
“Impairment of non-current assets”. The test results are presented in the same note.
10.4
Investment property
ACCOUNTING PRINCIPLE
Investment property is property held by the Group or leased by the Group (in which case it gives rise to a right-of-use
asset) to earn rental revenue or for capital appreciation or both. The shopping malls owned by the Group are classified
as investment property.
Subsequent to initial recognition, they are measured at historical cost less accumulated depreciation and any
accumulated impairment losses. Investment property is depreciated over the same useful life and according to the
same rules as owner-occupied property.
10.4.1
Breakdown
(in € millions)
2024
2023
Gross
amount
Accumulated
depreciation and
impairment
Net
Gross
amount
Accumulated
depreciation and
impairment
Net
INVESTMENT PROPERTY
119
(92)
27
148
(99)
49
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FINANCIAL AND ACCOUNTING INFORMATION
Consolidated financial statements
10.4.2 Movements for the year
(in € millions)
2024
2023
Carrying amount at 1 January
49
403
Changes in scope of consolidation
6
(3)
Additions and acquisitions
1
20
Assets disposed of during the year
-
-
Depreciation and amortisation for the year
(1)
(9)
Impairment (losses) reversals, net
(1)
(30)
Effect of movements in exchange rates
-
14
IFRS 5 reclassifications(1)
(27)
(373)
Other reclassifications and movements(2)
-
27
CARRYING AMOUNT AT 31 DECEMBER
27
49
(1)
Grupo Éxito investment property (including in Argentina) reclassified as held for sale in 2023, in accordance with IFRS 5.
(2)
Including €26 million at end-2023 relating to the remeasurement of Libertad in application of IAS 29 – Financial Reporting in Hyperinflationary Economies.
Investment property amounted to €27 million at 31 December 2024 (€49 million at 31 December 2023), including €26 million
in France (€49 million at 31 December 2023).
Amounts recognised in the income statement in respect of rental revenue and operating expenses on investment properties
were as follows:
(in € millions)
2024
2023
Rental revenue from investment properties
5
3
Directly attributable operating expenses on investment properties
• that generated rental revenue during the year
(2)
(2)
• that did not generate rental revenue during the year
(3)
-
Fair value of investment property
At 31 December 2024, the fair value of investment property
was €28 million excluding transfer costs (31 December 2023:
€52 million). These assets are located almost exclusively
in France.
The fair value of substantially all investment properties is
determined each year by independent valuers based on
international valuation standards.
The assets are classified in level 3 of the IFRS 13 fair value
hierarchy, as the valuation is based on unobservable inputs,
such as rental income projections and market-specific rates
of return.
The approach used to determine fair value is based on the
rent capitalisation method, as follows:
• a market rental value is estimated by comparing market
rents for similar properties located in the same area as
the property being valued;
• this market rental value is multiplied by a capitalisation
rate corresponding to the benchmark rate of return
observed in the market for each type of asset;
• the result of the calculation is adjusted on a case-by-case
basis depending on the actual rental situation of the assets
(e.g., vacant property, above- or below-market rent, period
remaining to the next lease exit date).
The main valuation assumption is the rate of return
(including transfer taxes) applied to market rental values.
At 31 December 2024, this rate ranged from 6.5% to 13.4%,
depending on the asset (6.0% to 13.5% at 31 December 2023).
A change in this key assumption could have an impact on
the fair value of investment property. For example, a 50-bps
increase in the rate of return would reduce the portfolio’s
fair value by €2 million.
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2
FINANCIAL AND ACCOUNTING INFORMATION
Consolidated financial statements
10.5
Impairment of non-current assets (intangible assets, property,
plant and equipment, investment property and goodwill)
ACCOUNTING PRINCIPLE
In accordance with IAS 36 – Impairment of Assets, the Group
applies procedures to obtain assurance that the carrying
amount of assets does not exceed the amount to be
recovered through their use or sale (the recoverable amount).
Property, plant and equipment, intangible assets and
investment property are tested for impairment whenever
there is an indication that their recoverable amount may
be less than their carrying amount. Goodwill and intangible
assets with indefinite useful lives are systematically tested
at least once a year, at the year-end.
Cash generating units (CGUs)
A cash generating unit (CGU) is the smallest identifiable
group of assets that includes the asset and generates
cash inflows that are largely independent of the cash
inflows from other assets or groups of assets.
The general principle applied by the Group is to treat
each store as a separate CGU.
Impairment indicators
In addition to external indicators (market trends, economic
environment, fluctuations in asset values), the Group has
identified the following specific indicators of potential
impairment, depending on the nature of the assets
concerned:
• land and buildings: loss of rent or early termination of a
lease;
• operating assets (CGU/store): carrying amount-to-sales
(including VAT) ratio above a certain level defined by
type of outlet;
• assets allocated to administrative activities (headquarters,
warehouses, other logistics facilities): site closure or
obsolescence of site equipment.
Recoverable amount
The recoverable amount of an asset is the higher of its
fair value less costs to sell and its value in use. It is
generally determined separately for each asset. When
this is not possible, the recoverable amount of the CGU or
group of CGUs to which the asset belongs is used.
Fair value less costs to sell is the amount obtainable from
the sale of an asset in an arm’s length transaction
between knowledgeable, willing parties, less the costs of
disposal. In the retail industry, fair value less costs to sell is
generally determined using a multiple of sales or adjusted
EBITDA, or by reference to the price of comparable
recent transactions if the information is available.
Value in use is the present value of the future cash flows
expected to be derived from continuing use of an asset
plus a terminal value or a value based on comparable
transactions, where available. It is determined internally
or by external experts on the basis of:
• projected cash flows contained in three-to-five year
business plans, with cash flows beyond this projection
period extrapolated by applying a growth rate determined
by Management (generally constant);
• a terminal value determined by applying a perpetual
growth rate to the final year of the cash flow projection
period.
The cash flows and terminal value are discounted at a rate
corresponding to the weighted average cost of capital
(WACC) after tax, which reflects market estimates of the
time value of money and the specific risks associated
with the asset.
Brands are tested for impairment at the level of the
group of CGUs to which they are allocated.
Climate-related risks, including physical risks and transition
risks, are taken into account for the determination of
recoverable amounts. Although the Group has concluded
that no climate-related assumption constitutes a key
assumption for goodwill impairment testing purposes,
business plan projections nonetheless take into account
the impact of energy transition costs (such as the costs of
renovating and replacing the most power-hungry
equipment) on future cash flows and expected changes
in environmental regulations (Note 1.2.4).
Impairment losses
An impairment loss is recognised when the carrying
amount of an asset or a CGU/group of CGUs is greater than
its recoverable amount. Impairment losses are recorded
as an expense under "Other operating income and expenses".
Impairment losses recognised in a prior period are reversed
if, and only if, there has been a change in the estimates
used to determine the asset’s recoverable amount since
the last impairment loss was recognised. However,
the increased carrying amount of an asset attributable
to a reversal of an impairment loss may not exceed the
carrying amount that would have been determined had
no impairment loss been recognised for the asset in prior
years. Impairment losses on goodwill are never reversed.
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FINANCIAL AND ACCOUNTING INFORMATION
Consolidated financial statements
10.5.1
Change
Net impairment losses recognised in 2024 on goodwill,
intangible assets, property, plant and equipment, investment
property and right-of-use assets totalled €746 million
(Note 6.5), of which:
• €422 million on Franprix goodwill (Note 10.5.2);
• €16 million on ExtenC goodwill (Note 10.5.2);
• €14 million on the Naturalia brand (Note 10.5.2);
• €130 million on assets classified as held for sale.
In 2023, impairment tests led to the recognition of impairment
losses totalling €4,642 million (Note 6.5), including:
• €514 million on Franprix goodwill;
• €328 million on Monoprix goodwill;
• €3,679 million on assets held for sale (Note 6.5).
10.5.2
Impairment losses on goodwill
and brands
Annual impairment testing consists of determining the
recoverable amounts of the CGUs or groups of CGUs
to which the goodwill is allocated and comparing them
with the carrying amounts of the relevant assets. Goodwill
arising on the initial acquisition of networks is allocated
to the groups of CGUs in accordance with the classifications
presented in Note 10.1.1. Some goodwill may also occasionally
be allocated directly to CGUs.
Annual impairment testing consists of determining the
recoverable amount of each CGU based on value in use,
in accordance with the principles described in Note 10.1.
This value is calculated by discounting projected after-tax
cash flows at the rates mentioned below. The cash flow
projections are based on the 2025-2028 business plan
approved by the Board of Directors and communicated to
the market in November 2024.
Assumptions used in 2024 for internal calculations of values in use
Cash generating units (CGUs)
2024 perpetual
growth rate(1)
2024 after-tax
discount rate(2)
2023 perpetual
growth rate(1)
2023 after-tax
discount rate(2)
Casino Convenience – Geimex/ExtenC –
Monoprix – Franprix
1.8%
7.7%(3)
1.8%
7.7%(3)
Naturalia
1.8%
9.5%(4)
-
-
Cdiscount(5)
1.8%
9.6%
-
-
(1)
In 2024 and 2023, a nil inflation-adjusted perpetual growth rate was used.
(2)
The discount rate is calculated at least once a year during the annual impairment testing exercise, taking into account the sector's levered beta,
a market risk premium and the sector’s five-year cost of debt.
(3)
The rate used includes a specific risk premium (7.7% vs. 6.6% excluding risk premium) to take account of the uncertainties that may prevent the
projections being achieved, given the fierce competition in the retail market, emerging customer expectations and behaviours, as well as the
potential loss of synergies for continuing CGUs following the disposal of the hypermarkets and supermarkets.
(4)
The rate used includes a specific risk premium (9.5% vs. 8.5% excluding the risk premium) to take account of the uncertainties that may prevent
the projections being achieved.
(5)
Cnova's market capitalisation of €51 million at 31 December 2024 (based on a free float of 1.2%) was higher than its net asset value. The value used
for the Cdiscount CGU in 2023 was based on the price of the transaction to buy out GPA’s minority stake, which took place in November 2023. The
comparison with this price showed that the goodwill allocated to this CGU had not been impaired.
The tests performed at the end of 2024 did not lead to the
recognition of any impairment losses in addition to those
recognised at 30 June 2024 on the goodwill allocated to the
Franprix group of CGUs (€422 million) and Geimex/ExtenC
group of CGUs (€16 million). An impairment loss of
€14 million was recorded in respect of the Naturalia brand
at 31 December 2024.
The table below shows the potential impact of changes
in the key assumptions used for impairment tests on the
Franprix and Naturalia CGUs, which are sensitive to such
changes. At 31 December 2024, the Geimex/ExtenC group
of CGUs did not present any material sensitivity following
the recognition of goodwill impairment at 30 June 2024.
Key assumptions
Reasonable change
in assumptions
Additional impairment (€ millions)
Franprix
Naturalia
Post-tax discount rate
+100 bp
(96)
(8)
Perpetual growth rate
-25 bp
(4)
(2)
Adjusted EBITDA margin used for the cash flow projection
-50 bp
(61)
(11)
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2024 UNIVERSAL REGISTRATION DOCUMENT – GROUPE CASINO
2
FINANCIAL AND ACCOUNTING INFORMATION
Consolidated financial statements
NOTE 11
FINANCIAL STRUCTURE AND FINANCE COSTS
ACCOUNTING PRINCIPLE
Financial assets
Financial assets are initially measured at fair value plus
directly attributable transaction costs in the case of
instruments not measured at fair value through profit
or loss. Directly attributable transaction costs of financial
assets measured at fair value through profit or loss are
recorded in the income statement.
Financial assets are classified in the following three
categories:
• financial assets at amortised cost;
• financial assets at fair value through other comprehensive
income (FVOCI);
• financial assets at fair value through profit or loss.
The classification depends on the business model within
which the financial asset is held and the characteristics of
the instrument’s contractual cash flows.
Financial assets are classified as current if they are due in
less than one year at the closing date and non-current
if they are due in more than one year.
Financial assets at amortised cost
Financial assets are measured at amortised cost when
(i) they are not designated as financial assets at fair value
through profit or loss, (ii) they are held within a business
model whose objective is to hold assets in order to collect
contractual cash flows and (iii) they give rise to cash
flows that are solely payments of principal and interest
on the nominal amount outstanding (“SPPI” criterion).
They are subsequently measured at amortised cost,
determined using the effective interest method, less any
expected impairment losses in relation to the credit risk.
Interest income, exchange gains and losses, impairment
losses and gains and losses arising on derecognition are
all recorded in the income statement.
This category primarily includes trade receivables, cash
and cash equivalents as well as other loans and receivables.
Long-term loans and receivables that are not interest-
bearing or that bear interest at a below-market rate are
discounted when the amounts involved are material.
Financial assets at fair value through other
comprehensive income (OCI)
This category comprises debt instruments and equity
instruments.
• Debt instruments are measured at fair value through
OCI when (i) they are not designated as financial assets
at fair value through profit or loss, (ii) they are held
within a business model whose objective is achieved by
both collecting contractual cash flows and selling
financial assets, and (iii) they give rise to cash flows that
are solely payments of principal and interest on the
nominal amount outstanding (“SPPI” criterion). Interest
income, exchange gains and losses and impairment
losses are recorded in the income statement. Other net
gains and losses are recorded in OCI. When the debt
instrument is derecognised, the cumulative gain or loss
previously recognised in OCI is reclassified to profit or loss.
• Equity instruments that are not held for trading may
also be measured at fair value through OCI. This method
may be chosen separately for each investment. The
choice is irrevocable. Dividends received are recognised
in profit or loss unless the dividend clearly represents a
recovery of part of the cost of the investment. Other
gains and losses are recorded in OCI and are never
reclassified to profit or loss. At 31 December 2024, the
Group’s use of this option was non-material.
Financial assets at fair value through profit or loss
All financial assets that are not classified as financial
assets at amortised cost or at fair value through OCI are
measured at fair value through profit or loss. Gains and
losses on these assets, including interest or dividend
income, are recorded in the income statement.
This category mainly comprises derivative instruments
that do not qualify for hedge accounting and investments
in non-consolidated companies, for which the Group decided
not to use the fair value through other comprehensive
income (OCI) option.
Cash and cash equivalents
Cash and cash equivalents consist of cash on hand and
short-term investments.
To be classified as cash equivalents under IAS 7,
investments must be:
• short-term investments;
• highly liquid investments;
• readily convertible to known amounts of cash;
• subject to an insignificant risk of changes in value.
Usually, the Group uses interest bearing bank accounts
or term deposits of less than three months.
Impairment of financial assets
IFRS 9 requires the recognition of lifetime expected credit
losses on financial assets. This impairment model applies
to financial assets at amortised cost (including cash-based
instruments), contract assets and debt instruments at
fair value through OCI.
The main financial assets concerned are trade receivables
relating to Brazilian credit activities, trade receivables from
franchisees and affiliated stores and rent receivables.
For trade and rent receivables and contract assets, the
Group applies the simplified approach provided for in IFRS 9.
This approach consists of estimating lifetime expected
credit losses on initial recognition, usually using a provision
matrix that specifies provision rates depending on the
number of days that a receivable is past due.
For other financial assets, the Group applies the general
impairment model.
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FINANCIAL AND ACCOUNTING INFORMATION
Consolidated financial statements
Derecognition of financial assets
Financial assets are derecognised in the following two cases:
• the contractual rights to the cash flows from the financial
asset have expired; or
• the contractual rights have been transferred. In this
latter case:
• if substantially all the risks and rewards of ownership
of the financial asset have been transferred, the asset
is derecognised in full,
• if substantially all the risks and rewards of ownership
are retained by the Group, the financial asset continues
to be recognised in the statement of financial position
for its total amount.
Financial liabilities
Financial liabilities are classified as current if they are due
in less than one year at the closing date and non-current
if they are due in more than one year.
The accounting treatment of “put options granted to
owners of non-controlling interests” (“NCI puts”) is
described in Note 3.4.1.
Financial liabilities recognised at amortised cost
Borrowings and other financial liabilities at amortised
cost are initially measured at the fair value of the
consideration received, and subsequently at amortised
cost, using the effective interest method. Transaction
costs and issue and redemption premiums directly
attributable to the acquisition or issue of a financial
liability are deducted from the liability’s carrying amount.
The costs are then amortised over the life of the liability
by the effective interest method.
Within the Group, some loans and other financial
liabilities at amortised cost are hedged.
Several subsidiaries have set up reverse factoring
programmes with financial institutions to enable their
suppliers to collect receivables more quickly in the ordinary
course of the purchasing process. The accounting policy
for these transactions depends on whether or not the
characteristics of the liabilities concerned have been
changed. For example, when trade payables are not
substantially modified (term and due date, consideration,
face value) they continue to be recorded under “Trade
payables”. Otherwise, they are qualified as financing
transactions and included in financial liabilities under
“Trade payables – structured programme”.
Financial liabilities at fair value through profit or loss
These are mainly derivative instruments (see below). They
are measured at fair value and gains and losses arising
from remeasurement at fair value are recognised in the
income statement. The Group does not hold any financial
liabilities for trading purposes (i.e., as part of a strategy to
earn a short-term profit), except for derivatives at fair
value through profit or loss.
Derivative instruments
All derivative instruments are recognised in the statement
of financial position and measured at fair value.
Derivative financial instruments that qualify for hedge
accounting: recognition and presentation
In accordance with IFRS 9, the Group applies hedge
accounting to:
• fair value hedges of a liability (for example, swaps to
convert fixed rate debt to variable rate); the hedged
item is recognised at fair value and any change in fair
value is recognised in profit or loss. Gains and losses
arising from remeasurement of the hedge at fair value
are also recognised in profit or loss. If the hedge is entirely
effective, the loss or gain on the hedged debt is offset
by the gain or loss on the derivative;
• cash flow hedges (for example, swaps to convert variable
rate debt to fixed rate or to change the borrowing
currency, and hedges of budgeted purchases billed in
a foreign currency). For these hedges, the ineffective
portion of the change in the fair value of the derivative
is recognised in profit or loss and the effective portion
is recognised in “Other comprehensive income” and
subsequently reclassified to profit or loss on a symmetrical
basis with the hedged cash flows in terms of both timing
and classification (i.e., in trading profit (loss) for hedges
of operating cash flows and in net financial income and
expense for other hedges). The premium/discount
component of forward foreign exchange contracts is
treated as a hedging cost. Changes in the fair value of
this component are recorded in “Other comprehensive
income” and reclassified to profit or loss as part of the
cost of the hedged transaction on the transaction date
(basis of adjustment method);
• hedges of net investments in foreign operations. For
these hedges, the effective portion of the change in fair
value attributable to the hedged foreign currency risk
is recognised net of tax in “Other comprehensive income”
and the ineffective portion is recognised directly in
financial income or expense. Gains or losses accumulated
in other comprehensive income are reclassified to profit
or loss on the date of liquidation or disposal of the net
investment.
Hedge accounting may only be used if:
• the hedging instruments and hedged items included
in the hedging relationship are all eligible for hedge
accounting;
• the hedging relationship is clearly defined and documented
at inception; and
• the effectiveness of the hedge can be demonstrated at
inception and throughout its life.
Derivative financial instruments that do not qualify
for hedge accounting: recognition and presentation
When a derivative financial instrument does not qualify or
no longer qualifies for hedge accounting, successive changes
in its fair value are recognised directly in profit or loss for
the period under “Other financial income and expenses”.
Definition of net debt
Net debt corresponds to gross borrowings and debt including
derivatives designed as fair value hedge (liabilities) and
trade payables - structured programme, less (i) cash and cash
equivalents, (ii) financial assets held for cash management
purposes and as short-term investments, (iii) derivatives
designated as fair value hedge (assets), and (iv) financial
assets arising from a significant disposal of non-current assets.
114
2024 UNIVERSAL REGISTRATION DOCUMENT – GROUPE CASINO
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FINANCIAL AND ACCOUNTING INFORMATION
Consolidated financial statements
11.1
Net cash and cash equivalents
(in € millions)
2024
2023
Cash equivalents
198
10
Cash
565
1,042
Cash and cash equivalents
763
1,051
Bank overdrafts (Note 11.2.3)
(15)
(198)
NET CASH AND CASH EQUIVALENTS
748
853
As of 31 December 2024, cash and cash equivalents are not subject to any material restrictions.
Bank guarantees are presented in Note 6.11.1.
11.2
Loans and borrowings
11.2.1
Breakdown
Gross borrowings and debt amounted to €2,040 million at 31 December 2024 (31 December 2023: €7,443 million), breaking
down as follows:
(in € millions)
Notes
2024
2023
Non-
current
portion
Current
portion
Total
Non-
current
portion
Current
portion
Total
Bonds and notes
11.2.3
320
-
320
-
2,861
2,861
Other loans and borrowings
11.2.3
1,505
215
1,719
7
4,575
4,582
Gross borrowings and debt
1,825
215
2,040
7
7,436
7,443
Other financial assets(1)
6.8.1/6.9.1
(8)
(66)
(74)
(14)
(197)
(211)
Cash and cash equivalents
11.1
-
(763)
(763)
-
(1,051)
(1,051)
NET DEBT
1,817
(614)
1,203
(7)
6,188
6,181
Net debt excluding Quatrim
936
5,702
Quatrim net debt
267
478
(1)
Mainly including (a) €6 million placed in segregated accounts and posted as collateral, and (b) €38 million in financial assets following a non-current
asset disposal (31 December 2023: €165 million placed in segregated accounts and posted as collateral, and €35 million in financial assets following
a non-current asset disposal).
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FINANCIAL AND ACCOUNTING INFORMATION
Consolidated financial statements
11.2.2
Change in financial liabilities
(in € millions)
2024
2023
Gross borrowings and debt at 1 January
7,443
9,204
Economic and fair value hedges – assets
-
(91)
Other financial assets
(211)
(239)
Loans and borrowings at beginning of period
7,232
8,874
New borrowings(1)(3)(10)
63
2,809
Repayments of borrowings(2)(3)(10)
(1,315)
(1,178)
Conversion of debt into equity(4)
(3,887)
-
Change in fair value of hedged debt
(2)
11
Change in accrued interest
29
403
Foreign currency translation adjustments(5)
-
148
Changes in scope of consolidation(6)
(150)
(2,789)
Reclassification of financial liabilities associated with non-current assets held for sale(7)
-
(1,185)
Change in other financial assets(8)
136
29
Other and reclassifications(9)
(141)
109
Loans and borrowings at end of period
1,965
7,232
Gross borrowings and debt at end of period (Note 11.2.1)
2,040
7,443
Economic and fair value hedges – assets (Note 11.2.1)
-
-
Other financial assets (Note 11.2.1)
(74)
(211)
(1)
New borrowings in 2023 mainly included: (a) drawdowns by Casino, Guichard-Perrachon on the RCF for €2,051 million, (b) drawdowns on
confirmed bank lines and new bank loans at Éxito for a total of COP 1,125 billion (€241 million), (c) specific asset financing at DCF and Monoprix for
€284 million and (d) a €151 million deposit received from Intermarché.
Repayments of borrowings in 2024 relate mainly to the repayment of the reinstated RCF (€711 million), credit lines at Monoprix (€176 million),
Fidera bond debt (€120 million) and Quatrim note debt (€266 million).
Repayments of borrowings in 2023 related mainly to (a) Casino, Guichard-Perrachon (of which €54 million in repayments of NEU CP commercial
paper, €50 million in repayments of 2022 drawdowns on the RCF, €36 million for the redemption at maturity of the 2023 bond issue and
€83 million in partial early redemptions of the 2026 and 2027 bond issues), (b) Quatrim with the partial early redemption of secured HY Notes for
€100 million, (c) repayments of specific asset financing at Distribution Casino France and Monoprix for €259 million, (d) loan repayments by GPA
for BRL 1,268 million (€235 million), and (e) repayments of drawdowns on confirmed lines of credit and bank loans at Éxito, for COP 1,099 billion
(€235 million).
(2)
Cash flows relating to financing activities in 2024 represented a net outflow of €1,438 million (Note 4.8), with new borrowings of €75 million offset
by repayments of borrowings for €1,314 million and net interest payments of €198 million (excluding interest on lease liabilities).
Cash flows relating to financing activities in 2023 represented a net inflow of €1,604 million (Note 4.8), with new borrowings of €2,342 million offset
by repayments of borrowings for €483 million and net interest payments of €255 million (excluding interest on lease liabilities).
(3)
This corresponds to the conversion of debt into equity and the fair value adjustment of reinstated debt in connection with the financial
restructuring (Note 2.1).
(4)
In 2023, foreign currency translation adjustments primarily concerned Brazil for €114 million.
(5)
In 2023, changes in scope of consolidation reflected the loss of control of Sendas (Note 3.2.1).
(6)
Including €984 million relating to GPA and €191 million relating to Éxito in 2023.
(7)
In 2023, changes in other financial assets essentially related to changes in the segregated accounts (Note 4.10).
(8)
Including a €181 million reduction in bank overdrafts in 2024.
(9)
Including a €30 million reduction in bank overdrafts in 2023. The amount of €109 million in 2023 also included the €106 million impact of
accelerated amortisation of costs included in the amortised cost of unsecured debt and related fair value adjustments, due to revised estimates
of contractual cash outflows on fixed-rate debt in the context of the financial restructuring.
(10) Changes in negotiable European commercial paper (“NEU CP”) are presented net in this table.
116
2024 UNIVERSAL REGISTRATION DOCUMENT – GROUPE CASINO
2
FINANCIAL AND ACCOUNTING INFORMATION
Consolidated financial statements
11.2.3
Outstanding loans and borrowings
(in € millions)
Principal
Type of rate
Issue date
Contractual
maturity date
31 December
2024
BONDS AND NOTES
Quatrim (ring-fenced) notes(1)
300
Fixed: 8.5%
+/- 1%(1)
March 2024
January 2027
300
C-Shield bonds (Cdiscount)
20
E3M +6%
June 2022
September 2029
20
Total bonds (Note 11.2.1)
320
OTHER LOANS AND BORROWINGS
Casino, Guichard-Perrachon reinstated Term Loan
1,410
Fixed:
6%/9%(2)
March 2024
March 2027
1,380
Government-backed loan (Cdiscount)
60
Variable
August 2020
March 2026(3)
60
Confirmed credit lines (Monoprix Exploitation)
7
Variable(4)
July 2021 to
March 2024
April 2025
7
Confirmed line (DCF and Monoprix)
20
Variable
March 2024
March 2026(3)
20
Other(5)
200
Bank overdrafts
15
Change in accrued interest
38
TOTAL OTHER BORROWINGS (NOTE 11.2.1)
1,719
(1)
The financial restructuring resulted in the ring-fencing of Quatrim from the rest of the Group. The Quatrim note debt will be repaid via an asset
divestment programme agreed with its creditors, who will have limited recourse to the Group’s assets. The interest rate on the debt is increased
by 1% if the Target Disposal Proceeds represent less than 80% of the target and reduced by 1% if they represent at least 120% of the target (Note
11.5.4). At 31 December 2024, the fixed rate of interest applicable until 6 April 2025 was 9.5%. During the year, the proceeds from property disposals
were used to pay down the debt to €300 million (Note 2.15). Includes a one-year extension option to January 2028.
(2)
6% until 27 December 2024, then 9% per annum.
(3)
Includes a one-year extension option to March 2027, subject to compliance with the covenant tests at 31 December 2025 (extension limited to
€47 million for the Cdiscount government-backed loans). If exercised, the one-year extension of operating financing will be accompanied by a
margin step-up of 0.15%.
(4)
Euribor +2.75% p.a.
(5)
Of which €116 million of receivables sold under with-recourse discounting arrangements and €69 million relating to restructured swap debt (Note 11.3.1).
At 31 December 2023, the loans and borrowings included in the financial restructuring (Note 2.1) were as follows:
2023 bonds
(in € millions)
Principal
Nominal
interest rate(1)
Effective
interest rate(1)
Issue date
Contractual
maturity date
2023(2)
Casino, Guichard-Perrachon
borrowings
2,168
2,168
2024 notes
509
F: 4.50%
4.88%
March 2014
March 2024
509
2025 bonds
357
F: 3.58%
3.62%
December 2014
February 2025
357
2026 bonds
415
F: 4.05%
4.09%
August 2014
August 2026
415
2026 bonds
371
F: 6.625%
7.00%
December 2020
January 2026
371
2027 bonds
516
F: 5.25%
5.46%
April 2021
April 2027
516
Quatrim borrowings
553
553
2024 notes
553(3)
F: 5.88%
6.66%
November 2019
January 2024
553
Monoprix borrowings
120
120
2024 bonds
120
F: 15.75%
19.97%
March 2023
March 2024
120
Cdiscount borrowings
20
20
2029 bonds
20
E3M +6%
E3M +6%
June 2022
September 2029
20
TOTAL BONDS AND NOTES
2,861
(1)
F (fixed rate) – V (variable rate). The effective interest rates on Casino, Guichard-Perrachon bonds do not reflect the possible impact of the
remeasurement component relating to fair value hedges.
(2)
In 2023, amortisation of costs included in the amortised cost of unsecured debt and related fair value adjustments was accelerated (Note 11.2.2).
The reported amounts are presented excluding accrued interest.
(3)
At 31 December 2023, €95 million was placed in a segregated account as security for the repayment of the High Yield note issue maturing in
January 2024.
GROUPE CASINO – 2024 UNIVERSAL REGISTRATION DOCUMENT
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2
FINANCIAL AND ACCOUNTING INFORMATION
Consolidated financial statements
Other borrowings – 2023
(in € millions)
Principal
Type
of rate
Issue date
Contractual
maturity date
2023
Term Loan B
1,425
Variable
April 2021
November 2021
August 2025
1,425
Negotiable European commercial paper
(Casino, Guichard‑Perrachon)
5
Fixed
(1)
(1)
5
Government-backed loan (Cdiscount)
60
Variable
August 2020
March 2026
60
Casino Finance RCF
2,051
Variable
November 2019
October 2023 to
July 2026
2,051
Confirmed credit lines – Monoprix
170
Variable
July 2021
July 2023 to
January 2026
170
Other(2)
353
Bank overdrafts
198
Change in accrued interest
319
TOTAL OTHER BORROWINGS
4,582
(1)
Negotiable European commercial paper (NEU CP) is short-term financing generally with a maturity of less than 12 months.
(2)
Including (i) a €151 million deposit received from ITM, (ii) €76 million from sales of receivables under with-recourse discounting arrangements,
which cannot be removed from the consolidated statement of financial position because the contract terms stipulate that the Group retains
substantially all the risks and rewards of ownership, including the credit risk (Note 11.5.4), (iii) €80 million of restructured interest rate derivatives
and (iv) €17 million of specific asset financing.
Confirmed bank credit lines in 2024 and 2023
2024
(in € millions)
Interest rate
Due
Authorised
amount
Drawdowns
Within
one year
In more than
one year
Reinstated RCF (Monoprix)
Variable(1)
-
711
711
-
Other Monoprix confirmed lines(2)
Variable(2)
23
131
154
7
Confirmed bank credit lines – DCF/Monoprix(3)
Variable(3)
-
20
20
20
Bank overdrafts
Variable
-
161
161
-
TOTAL
23
1,023
1,046
27
(1)
Interest at Euribor 1.5% per annum until the second anniversary date (March 2026) and 2% thereafter until maturity (March 2028). The margin can
be increased from 1% to a maximum of 2% in certain cases.
(2)
Monoprix's other confirmed lines of credit include (a) an RCF with an authorised amount of €118 million, divided into two tranches: (i) a €95 million
tranche (undrawn at 31 December 2024) expiring in March 2026 with a one-year extension option, bearing interest at Euribor 2.75% per annum
(2.90% if extended), and (ii) a €23 million tranche (of which €7 million had been drawn down at 31 December 2024) expiring in April 2025, bearing
interest at Euribor 2.75% per annum; and (b) two bilateral lines of credit with Bred and Natixis for €24 million and €12 million respectively
(undrawn at 31 December 2024), expiring in March 2026 with a one-year extension option, bearing interest at Euribor 2.4% (2.55% if extended).
(3)
Including €16 million drawn by DCF and €4 million by Monoprix. The maturity date is March 2026 with a one-year extension option and the
interest rate is Euribor 3% (3.15% if extended).
2023
(in € millions)
Interest rate
Due
Authorised
amount
Drawdowns
Within
one year
In more than
one year
Syndicated lines – Casino, Guichard-Perrachon,
Casino Finance(1)
Variable(1)
252
1,799
2,051
2,051
Other confirmed bank credit lines(2)
Variable(3)
40
150
190
190
TOTAL
292
1,949
2,241
2,241
(1)
In 2023, syndicated credit lines comprised a revolving credit facility (RCF) for a total of €2,051 million, of which (a) a €1,799 million tranche
maturing in July 2026 (May 2025 if the Term Loan B maturing in August 2025 is not repaid or refinanced at that date) bearing interest at Euribor
with a zero floor, plus a spread that depends on the ratio of loans and borrowings to adjusted EBITDA for the France Retail (excluding
GreenYellow) and Cdiscount segments as well as the Segisor holding company (no more than 3%), and (b) a €252 million tranche maturing in
October 2023 bearing interest at Euribor with a zero floor, plus a spread that depends on the ratio of loans and borrowings to adjusted EBITDA for
the France Retail and Cdiscount segments, as well as the Segisor holding company (no more than 3.50%).
(2)
In 2023, other confirmed bank credit lines concerned Monoprix for €170 million and Distribution Casino France for €20 million, drawn down in full.
(3)
Interest on the other lines was based on a reference rate (depending on the currency of the credit line) plus a spread. For Monoprix, the spread
applicable to the €130 million line varied depending on (i) whether or not societal and environmental performance targets are met and (ii) the
amount of the drawdown.
118
2024 UNIVERSAL REGISTRATION DOCUMENT – GROUPE CASINO
2
FINANCIAL AND ACCOUNTING INFORMATION
Consolidated financial statements
11.3
Net financial income
ACCOUNTING PRINCIPLE
Net finance costs
Net finance costs correspond to all income and expenses
generated by cash and cash equivalents and loans and
borrowings during the period, including income from cash
and cash equivalents, gains and losses on disposals of cash
equivalents, interest expense on loans and borrowings, gains
and losses on economic interest rate hedges (including
the ineffective portion, counterparty credit risk and the
Group’s own default risk) and related currency effects,
and trade payables – structured programme costs.
Other financial income and expenses
This item corresponds to financial income and expenses
that are not included in net finance costs.
It includes dividends received from non-consolidated
companies, non-recourse factoring and associated transaction
costs (including fees relating to instalment programme
CB4X at Cdiscount), credit line non-utilisation fees (including
issuance costs), discounting adjustments (including
to provisions for pensions and other post-employment
benefit obligations), interest expense on lease liabilities,
gains and losses arising from remeasurement at fair value
of equity derivatives, and impairment losses and realised
gains and losses on financial assets other than cash and cash
equivalents. Exchange gains and losses are also recorded
under this caption, apart from (i) exchange gains and losses
on cash and cash equivalents and loans and borrowings,
which are presented under net finance costs, and (ii) the
effective portion of accounting hedges of operating
transactions, which are included in trading profit or loss.
Financial discounts for prompt payments are recognised
in financial income for the portion corresponding to the
normal market interest rate and as a deduction from cost
of goods sold for the supplement.
11.3.1
Net finance costs
(in € millions)
2024
2023
Income from cash and cash equivalents
19
8
Finance costs(1)
(252)
(590)
Net fair value gains on converted debt and reinstated debt(2)
3,486
-
NET FINANCE COSTS
3,253
(582)
(1)
In 2023, including (a) the €106 million negative impact of accelerated amortisation of costs included in the amortised cost of unsecured debt and
related fair value adjustments, due to revised estimates of contractual cash outflows on fixed-rate debt in the context of the financial
restructuring, and (b) the €12 million negative impact of changes in the fair value of restructured swaps (including the debit value adjustment)
terminated in October 2023. The restructured swaps were replaced by a debt towards the counterparties, recognised at fair value in the
restructuring date statement of financial position.
(2)
Corresponds to the gain recognised at the time of the financial restructuring carried out in March 2024 in respect of converted debt and the fair
value of reinstated debt (€3,494 million) and to share warrants (negative €9 million) (Note 2.1).
11.3.2
Other financial income and expenses
(in € millions)
2024
2023
Total other financial income
18
35
Total other financial expenses
(198)
(222)
TOTAL
(180)
(187)
Net foreign currency exchange gains (losses) (other than on borrowings)(1)
(5)
(1)
Gains (losses) on remeasurement at fair value of financial assets
(2)
(2)
Interest expense on lease liabilities (Note 7.1.2)
(142)
(126)
No-drawdown credit line costs, non-recourse factoring and associated transaction costs
(31)
(51)
Other
-
(8)
TOTAL NET OTHER FINANCIAL EXPENSE
(180)
(187)
(1)
Including €5 million in foreign currency exchange gains and €10 million in foreign currency exchange losses in 2024 (2023: €16 million in foreign
exchange gains and €16 million in foreign exchange losses).
GROUPE CASINO – 2024 UNIVERSAL REGISTRATION DOCUMENT
119
2
FINANCIAL AND ACCOUNTING INFORMATION
Consolidated financial statements
11.4
Fair value of financial instruments
ACCOUNTING PRINCIPLE
The fair value of all financial assets and liabilities is
determined at the reporting date generally using
standard valuation techniques, either for the purpose of
recognition in the financial statements or for disclosure
in the notes. This fair value includes the risk of non-
performance by the Group and counterparties.
Fair value measurements are classified using the following
fair value hierarchy:
• quoted prices (unadjusted) in active markets for identical
assets or liabilities (Level 1);
• inputs other than quoted prices included within Level 1
that are observable either directly (i.e., as prices) or
indirectly (i.e., derived from prices) (Level 2);
• inputs for the asset or liability that are not based on
observable market data (unobservable inputs) (Level 3).
The fair value of financial instruments traded in an active
market (e.g., bonds) is the quoted price on the reporting
date. A market is considered active if quoted prices are
readily and regularly available from an exchange, dealer,
broker, pricing service or regulatory agency, and those
prices represent actual and regularly occurring market
transactions on an arm’s length basis. These instruments
are classified as Level 1.
The fair value of financial instruments, which are not
quoted in an active market (such as over-the-counter
derivatives), is determined using valuation techniques.
These techniques use observable market data wherever
possible and make little use of the Group’s own estimates.
If all the inputs required to calculate fair value are observable,
the instrument is classified as Level 2.
If one or more significant inputs are not based on observable
market data, the instrument is classified as Level 3.
In particular, the measurement of the fair value of derivative
financial instruments includes a credit value adjustment
(CVA) to reflect counterparty risk for derivative instruments
with a positive fair value, and a debit value adjustment
(DVA) to reflect own credit risk for derivative instruments
with a negative fair value.
Counterparty credit risk and the Group's own default risk
used in the calculation of the CVA and DVA are determined
on the basis of the credit spreads of the debt securities
on the secondary market and trends in credit default
swaps (CDS). A probability of loss given default (LGD) is
applied, determined according to the market standard.
The Group has not adopted the exemption provided by
IFRS 13.48 that allows an entity to measure the fair value
of a group of financial assets and financial liabilities on the
basis of the price that would be received for the sale of
a net long position or the transfer of a net short position,
where the entity manages that group of financial assets
and financial liabilities on the basis of its net exposure to
market or credit risk.
11.4.1
Financial assets and liabilities by category of instrument
Financial assets
The tables below analyse financial assets according to the categories set out in IFRS 9.
(in € millions)
Total
financial
assets
Breakdown by category of instrument
Financial assets at
fair value through
profit or loss
Financial assets at fair
value through other
comprehensive income (OCI)
Qualifying and non-
qualifying hedging
instruments
Financial assets
at amortised
cost
AT 31 DECEMBER 2024
Other non-current assets(1)
187
11
-
-
176
Trade receivables
457
-
-
-
457
Other current assets(1)
382
30
-
1
351
Cash and cash equivalents
763
-
-
-
763
(in € millions)
Total
financial
assets
Breakdown by category of instrument
Financial assets at
fair value through
profit or loss
Financial assets at fair
value through other
comprehensive income (OCI)
Qualifying and non-
qualifying hedging
instruments
Financial assets
at amortised
cost
AT 31 DECEMBER 2023
Other non-current assets(1)
183
11
7
-
165
Trade receivables
689
-
-
-
689
Other current assets(1)
697
10
-
-
687
Cash and cash equivalents
1,051
-
-
-
1,051
(1)
Excluding non-financial assets.
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2024 UNIVERSAL REGISTRATION DOCUMENT – GROUPE CASINO
2
FINANCIAL AND ACCOUNTING INFORMATION
Consolidated financial statements
Financial liabilities
The following table shows financial liabilities by category.
(in € millions)
Total financial
liabilities
Breakdown by category of instrument
Liabilities at
amortised cost
NCI Puts
Derivative
instruments
AT 31 DECEMBER 2024
Bonds
320
320
-
-
Other loans and borrowings
1,719
1,719
-
-
Current put options granted to owners
of non-controlling interests
58
-
58
-
Lease liabilities
1,612
1,612
-
-
Trade payables
1,277
1,277
-
-
Other liabilities(1)
785
783
-
2
(in € millions)
Total financial
liabilities
Breakdown by category of instrument
Liabilities at
amortised cost
NCI Puts
Derivative
instruments
AT 31 DECEMBER 2023
Bonds
2,861
2,861
-
-
Other loans and borrowings
4,582
4,582
-
-
Current put options granted to owners
of non-controlling interests
39
-
39
-
Lease liabilities
1,698
1,698
-
-
Trade payables
2,550
2,550
-
-
Other liabilities(1)
945
942
-
3
(1)
Excluding non-financial liabilities.
11.4.2
Fair value hierarchy for financial assets and liabilities
The tables below compare the carrying amount and fair value of consolidated financial assets and liabilities, other than those
for which the carrying amount corresponds to a reasonable approximation of fair value such as trade receivables, trade
payables, contract assets and liabilities, and cash and cash equivalents.
At 31 December 2024
(in € millions)
Fair value hierarchy
Carrying
amount
Fair
value
Market price
= Level 1
Models with
observable
inputs = Level 2
Models with
unobservable
inputs = Level 3
ASSETS
22
22
-
1
21
Financial assets at fair value through profit or loss
21
21
-
-
21
Cash flow hedges and net investment hedges
– assets
1
1
-
1
-
LIABILITIES
3,711
3,461
291
3,112
58
Bonds and notes
320
311
291
20
-
Other borrowings(1)
1,719
1,479
-
1,479
-
Lease liabilities
1,612
1,612
-
1,612
-
Cash flow hedges and net investment hedges
– liabilities
2
2
-
2
-
Put options granted to owners
of non-controlling interests(2)
58
58
-
-
58
GROUPE CASINO – 2024 UNIVERSAL REGISTRATION DOCUMENT
121
2
FINANCIAL AND ACCOUNTING INFORMATION
Consolidated financial statements
At 31 December 2023
(€ millions)
Fair value hierarchy
Carrying
amount
Fair
value
Market price
= Level 1
Models with
observable
inputs = Level 2
Models with
unobservable
inputs = Level 3
ASSETS
29
29
-
7
22
Financial assets at fair value through profit or loss
22
22
-
-
22
Financial assets at fair value through
other comprehensive income
7
7
-
7
-
LIABILITIES
9,182
5,332
490
4,804
39
Bonds and notes
2,861
630
490
140
-
Other borrowings(1)
4,582
2,963
-
2,963
-
Lease liabilities
1,698
1,698
-
1,698
-
Cash flow hedges and net investment
hedges – liabilities
3
3
-
3
-
Put options granted to owners
of non‑controlling interests(2)
39
39
-
-
39
(1)
At 31 December 2024, the fair value of the reinstated Term Loan corresponded to the market value (reference: Bloomberg). In 2023, the fair value
of other borrowings was measured using the discounted cash flow method, taking into account the Group's own credit risk and interest rate
conditions at the reporting date.
(2)
The fair value of put options granted to owners of non-controlling interests is measured by applying the contract’s calculation formulas and is
discounted, if necessary. These formulas are considered to be representative of fair value and notably use net profit multiples (Note 3.4.1).
11.5
Financial risk management objectives and policies
The Group is exposed to several major financial risks:
• market risks: including currency risk, interest rate risk and
equity risk;
• counterparty risk: risk of default by financial partners;
• liquidity risk: the risk of not being able to meet financial
obligations as they fall due.
Risk management organisation
Financial
risk
oversight
and
management
are
the
responsibility of the Corporate Finance department, which
is part of the Group Finance department. This team works
closely with the finance departments of the main
subsidiaries to jointly manage all financial exposures. It is
also responsible for the Management reporting system.
Risk management policies
The Corporate Finance Department, in coordination with
the subsidiaries' finance departments, controls the policies
relating to financing, the investment of available cash and
the management of financial risks. The approach, particularly
for the management of counterparties and liquidity risk, is
forward-looking and based on the principle of prudence.
Material transactions are tracked individually.
The Group Corporate Finance department has issued a
guide to financing, investment and hedging best practices.
The guide describes:
• the principles to be applied by subsidiaries when they
arrange financing;
• the criteria for selecting partner banks;
• appropriate hedging instruments;
• required approval levels.
Tracking and reporting
The French business units’ cash positions and forecasts are
reported weekly and continuously tracked. The Group’s other
financial risk exposures, such as interest rate risk, currency
risk on financial transactions and banking counterparty
risk, are measured and analysed in monthly reports
to Management. The reports also include action plans to
address any material identified risks.
Hedging instruments
The Group’s exposure to changes in interest rates and
foreign exchange rates is managed using standard financial
instruments, including:
• interest rate swaps;
• interest rate options (caps, floors, swaptions);
• currency swaps;
• forward foreign exchange contracts;
• currency options.
The instruments are purchased over-the-counter from
leading banking counterparties, and most of them qualify
for hedge accounting. In order to manage its exposure to
interest rate and currency risks more actively and in a more
flexible manner, the Group may include in its derivatives
portfolio a small proportion of instruments that are not
eligible for hedge accounting. This is common practice among
large corporates and the positions are strictly controlled.
122
2024 UNIVERSAL REGISTRATION DOCUMENT – GROUPE CASINO
2
FINANCIAL AND ACCOUNTING INFORMATION
Consolidated financial statements
11.5.1
Derivative instruments
At 31 December 2024 and 2023, the Group had no derivatives
designated as fair value hedges or economic hedges.
The Group holds derivatives designated as cash flow
hedges of goods purchases denominated in US dollars.
At 31 December 2024, the cash flow hedge reserve included
in equity had a debit balance of €1 million after tax
(31 December 2023: debit balance of €4 million after tax).
These derivatives mainly concern France and hedge future
purchases for a notional amount of USD 44 million
(€42 million – Note 11.5.2).
11.5.2
Market risk
Interest rate risk
The Group’s objective is to manage its exposure to the risk
of interest rate changes and optimise its financing cost. Its
strategy therefore consists of dynamic debt management
by monitoring and, where necessary, adjusting its hedging
ratio based on forecast trends in interest rates.
The Group’s interest rate management strategy involves
the regular use of various standard instruments, including
interest rate swaps and options (caps, floors, swaptions).
Although not all of these instruments qualify for hedge
accounting under IFRS 9, they are all purchased as part of
the interest rate management strategy described above.
However, when the Group entered accelerated safeguard
proceedings, the scope for changing its financial structure
was fairly limited and it also has only limited access to
standard financial instruments on reasonable terms.
At 31 December 2024, the Group's gross debt amounted to
€2,040 million, mainly comprising a fixed-rate Term Loan
for €1,380 million and the Quatrim fixed-rate notes
for €300 million. The Group does not currently hold any
interest rate derivatives. The Group’s gross variable rate
debt amounts to €360 million, while its net position,
including cash and cash equivalents, represents a net cash
position of €403 million.
Sensitivity to a change in interest rates
Sensitivity to rate changes is calculated as shown in the table below.
(in € millions)
Notes
2024
2023
Gross variable-rate position: bonds and other loans and borrowings
360
3,726
Cash and cash equivalents(1)
11.1
(763)
(1,051)
Net variable-rate position
(403)
2,675
100-bps change in interest rates
(4)
27
Net finance costs(2)
11.3.1
233
582
IMPACT OF CHANGE ON NET FINANCE COSTS
-1.7%
4.6%
(1)
Excluding accrued interest.
(2)
Excluding net fair value gains on converted debt and reinstated debt (Note 11.3.1).
A uniform 100-bps increase in annual interest rates would
reduce the cost of net debt by 1.7%, assuming that all cash
and cash equivalents were invested, corresponding to a
saving of €4 million. For the purposes of the analysis,
all other variables are assumed to be constant.
Finally, given that 82% of the Group's gross debt is at fixed
rates, its finance costs are not particularly sensitive to
changes in interest rates and would be only marginally
affected by fluctuations in euro zone rates.
Exposure to foreign currency risk
Translation risk (or balance sheet currency risk) is the risk
of an unfavourable change in the exchange rates used
to translate the financial statements of subsidiaries located
outside the eurozone into euros for inclusion in the consolidated
financial statements adversely affecting the amounts reported
in the consolidated statement of financial position and income
statement, leading to a deterioration of the Group’s financial
structure ratios. Following the disposal of its Latin American
operations, the Group no longer has any material exposure
to translation risk.
Transaction risk is the risk of an unfavourable change in
exchange rates that adversely affects a cash flow denominated
in foreign currency.
The Group’s policy for managing transaction risk is to hedge
highly probable budgeted exposures, which mainly concern
cash flows arising from purchases made in a currency other
than the buyer’s functional currency and particularly purchases
in US dollars which are hedged using forward contracts.
These instruments are mainly over‑the‑counter instruments
contracted with first-tier bank counterparties. Most of these
transactions or derivative instruments qualify for hedge
accounting.
As a general principle, budgeted purchases are hedged using
instruments with the same maturities as the underlying
transactions.
GROUPE CASINO – 2024 UNIVERSAL REGISTRATION DOCUMENT
123
2
FINANCIAL AND ACCOUNTING INFORMATION
Consolidated financial statements
The Group’s net exposure based on notional amounts after hedging mainly concerns the US dollar (excluding the functional
currencies of entities), as shown below:
(in € millions)
Total exposure
2024
Of which USD
Total exposure
2023
Exposed trade receivables
(2)
-
(3)
Exposed other financial assets
(47)
(5)
(48)
Exposed trade payables
42
40
23
Exposed financial liabilities
-
-
23
Exposed other financial liabilities
44
44
54
Gross exposure payable/(receivable)
38
80
49
Hedged trade payables
40
40
21
Other hedged financial liabilities
39
39
-
NET EXPOSURE PAYABLE/(RECEIVABLE)
(41)
1
29
Hedges of future purchases
42
42
81
Sensitivity of net exposure after foreign currency hedging
A 10% appreciation of the euro at 31 December 2024 and 2023 against the currencies included in the Group’s exposure would
impact net financial expense in the amounts indicated in the table below.
For the purposes of the analysis, all other variables, particularly interest rates, are assumed to be constant.
(in € millions)
2024
2023
US dollar
-
5
Other currencies
(4)
(2)
IMPACT ON NET FINANCIAL INCOME (EXPENSE)
(4)
3
A 10% decline in the euro against those currencies at 31 December 2024 and 2023 would have produced the opposite effect.
Breakdown of cash and cash equivalents by currency
(in € millions)
2024
%
2023
%
Euro
730
96%
1,015
97%
US dollar
24
3%
14
1%
Brazilian real
5
1%
-
-
Colombian peso
-
-
15
1%
Other currencies
4
1%
6
1%
CASH AND CASH EQUIVALENTS
763
100%
1,051
100%
Exchange rates against the euro
Exchange rates against the euro
2024
2023
Closing rate
Average rate
Closing rate
Average rate
Brazilian real (BRL)
6.4253
5.8266
5.3618
5.4016
Colombian peso (COP)
4,576.73
4,405.72
4,265.55
4,669.47
US dollar (USD)
1.0389
1.0821
1.1050
1.0818
Polish zloty (PLN)
4.275
4.3058
4.3395
4.5402
Equity risk
At 31 December 2024, the Group did not hold any material
investments in any listed companies other than its Cnova
subsidiary and GPA, which is accounted for using the equity
method.
In addition, the Group does not hold any options or any
derivatives backing its own shares. Its policy as regards cash
management is to invest only in money market instruments
that are not exposed to equity risk.
124
2024 UNIVERSAL REGISTRATION DOCUMENT – GROUPE CASINO
2
FINANCIAL AND ACCOUNTING INFORMATION
Consolidated financial statements
11.5.3
Counterparty risk
The Group is exposed to various aspects of counterparty risk
through its operating activities, investments of available cash
and currency hedging instruments. To mitigate this risk, the
Group has adopted rigorous credit risk management policies.
Counterparties are regularly monitored using objective
indicators and the Group’s exposures are diversified
with preference given to the least risky counterparties,
as determined based on their credit ratings in the case
of financial institutions, and counterparties’ reciprocal
commitments with the Group.
Counterparty risk related to trade receivables
Group policy consists of checking the financial health of all customers applying for credit. Trade receivables are regularly
monitored and the Group’s exposure to bad debts is therefore limited.
The table below analyses the Group’s exposure to credit risk and estimated impairment losses on trade receivables:
(in € millions)
Not yet
due
Past-due trade receivables at the reporting date
Total
Up to one
month
past due
Between one
and six months
past due
More than
six months
past due
Total past-
due trade
receivables
At 31 December 2024
Trade receivables
335
23
47
222
292
627
Allowance for lifetime expected losses
(4)
(2)
(14)
(150)
(165)
(170)
TOTAL, NET (NOTE 6.7.1)
331
21
33
72
126
457
At 31 December 2023
Trade receivables
481
72
102
169
343
824
Allowance for lifetime expected losses
(13)
(3)
(17)
(102)
(122)
(135)
TOTAL, NET (NOTE 6.7.1)
468
69
84
68
221
689
Counterparty risk related to other
financial assets
Credit risk on other financial assets – such as cash and cash
equivalents, equity instruments, loans and certain derivative
financial instruments – corresponds to the risk of failure by
the counterparty to fulfil its obligations and, in general, is
limited to the carrying amount of these assets.
The Group applies a strict policy for the investment of
available cash, selecting counterparties with investment
grade ratings and only high-quality financial instruments.
11.5.4
Liquidity risk
The Group adopts a proactive approach to managing
liquidity risk, aimed at ensuring that sufficient liquidity is
available to meet its financial obligations as they fall due,
under both normal and adverse market conditions. Liquidity
management techniques include the cash pooling system
operated with most French subsidiaries.
Subsidiaries
within
the
scope
of
the
Casino,
Guichard‑Perrachon holding company submit weekly cash
reports. Any new sources of financing are subject to
the approval of the Corporate Finance Department. The
Group's financial resources are diversified and include both
bank financing and financing raised on the markets.
Casino finalised its financial restructuring, with the successful
completion of the stages set out in the safeguard plan
approved by the Paris Commercial Court on 26 February 2024.
The restructuring involved reducing gross debt by €5.1 billion
and refinancing the remaining debt with new debt instruments
with maturities of three to four years, including a Term Loan,
a revolving credit facility (RCF) and the Quatrim notes.
Details of the new financing
• €711 million RCF: for this facility, Casino has granted security
rights over the shares and principal bank accounts of its
main operating subsidiaries and holding companies
in France and over all of its intra-group receivables. If the
collateral were to be claimed, the RCF lenders would be
senior in ranking to the other creditors;
• €1,410 million Term Loan: this loan includes the same
guarantees as the RCF but the lenders are subordinate in
ranking to the RCF lenders under the terms of the inter-
creditor agreement;
• Quatrim notes: these notes are secured by real estate
assets held as part of a ring-fencing mechanism designed
to isolate the assets and liabilities of Quatrim and its
subsidiaries from the rest of Casino Group. This mechanism
ensures that Quatrim's financial commitments are secured
exclusively by its own assets, thereby limiting creditors'
recourse to other Group entities. It means that Quatrim's
notes will mainly be repaid using the proceeds from
a dedicated asset disposal programme agreed with
its creditors, without affecting Casino Group’s other assets
or entities.
GROUPE CASINO – 2024 UNIVERSAL REGISTRATION DOCUMENT
125
2
FINANCIAL AND ACCOUNTING INFORMATION
Consolidated financial statements
Liquidity position at 31 December 2024
At 31 December 2024, the Group had liquidity of €1,518 million
in the form of available cash for €499 million plus
€1,019 million in undrawn confirmed credit lines (Note 11.2.3:
mainly Monoprix’s €711 million reinstated RCF, confirmed
bank overdraft facilities of €161 million and Monoprix
Exploitation’s €111 million RCF).
Based on the assumptions used to prepare the cash
forecasts for the next 12 months, the projected financial
ratios as of the date of the next covenant tests at
30 September 2025 and 31 December 2025, and the Group's
assessment of its liquidity risk (Note 1.2.2), the Group's
liquidity including access to the €711 million reinstated RCF
is sufficient to cover its estimated liquidity needs for the
next twelve months. The agreements covering the Group’s
bank loans include a clean-down clause, applicable from
1 January 2026, which imposes a temporary but total
repayment of the €711 million reinstated Monoprix RCF over
three consecutive days within a twelve-month period.
Management of short-term debt
The Group carries out non-recourse receivables discounting
without continuing involvement, within the meaning of
IFRS 7, as well as reverse factoring transactions.
At 31 December 2024, receivables sold under non-recourse
discounting arrangements and derecognised from the
balance sheet amounted to €20 million (€92 million in 2023).
In addition, receivables have been sold to the banks for
cash, under with-recourse discounting arrangements.
These trade receivables have not been derecognised from
the statement of financial position because the Group
retains substantially all the risks and rewards of ownership,
including the credit risk. The proceeds from these sales
were recognised as a secured financial liability for €116 million
at 31 December 2024 (€76 million at 31 December 2023)
(Note 11.2.3).
Financing agreements with suppliers
(reverse factoring)
At 31 December 2024, the Group had six reverse factoring
programmes covering its operations in France and its
purchasing subsidiary in Hong Kong. The main banking
counterparties for these programmes are BNP Paribas and
Crédit Agricole Corporate and Investment Bank. The
programmes enable the Group's suppliers to receive early
payment of their invoices from the banks, while enabling
the Group to defer payment to the banks on agreed terms.
These programmes were analysed in accordance with IFRS,
leading to the conclusion that the change made to trade
payables is not material and that the characteristics of
the programmes remain consistent with those of a trade
payable, with no change to the initial payment terms.
Accordingly, the liabilities under the Group's reverse factoring
programme continue to be recognised as trade payables.
Cash flows relating to these liabilities are included under
change in working capital in the cash flow statement.
At 31 December 2024, trade payables included in the
reverse factoring programmes amounted to €162 million
(at 31 December 2023: €285 million), of which €131 million
had already been paid to suppliers by the banks.
The use of these programmes influences the Group's cash
and working capital management. If a programme were to
be modified or terminated, this could affect the Group's
liquidity, particularly in the event of a partner withdrawing
from the programme or a change in the financing
conditions. The Group closely monitors these arrangements
to ensure that they are aligned with its financial strategy
and risk management policy.
126
2024 UNIVERSAL REGISTRATION DOCUMENT – GROUPE CASINO
2
FINANCIAL AND ACCOUNTING INFORMATION
Consolidated financial statements
Casino, Guichard-Perrachon debt covenants
Following completion of the financial restructuring, the Group is now subject to the hard covenants presented below under
its reinstated Term Loan and RCF. After the covenant holiday, the covenants will be tested at quarterly or monthly intervals
(based on rolling 12-month aggregates) as from 30 September 2025.
Type of covenant(1)
Main types of debt
subject to covenant
Frequency
of tests
Indicative result of the
covenant at 31 December
2024 (covenant holiday)(6)
Covenant net debt(2)/covenant adjusted EBITDA(3)(6)
€711 million RCF and
€1,410 million Term Loan
Quarterly
11.73
€100 million minimum liquidity requirement(4)(6)
Monthly
€1.5 billion
Liquidity forecast over a 13-week horizon(5)(6)
Quarterly
€1.2 billion
(1)
The scope of the covenant test corresponds to the Group adjusted for Quatrim and, to a lesser extent, the subsidiaries Mayland in Poland and
Wilkes in Brazil.
(2)
“Covenant net debt” corresponds to gross debt relating to the covenant scope (including borrowings from other Group companies by covenant
companies), (a) plus financial liabilities which are, in substance, debt, (b) adjusted for the average drawdown on the Group's revolving credit lines
over the last 12 months (from the date of restructuring, i.e., 27 March 2024) and (c) reduced by cash and cash equivalents of the entities in the
covenant scope and by non-deconsolidating receivables relating to operating financing programmes reinstated as part of the financial
restructuring.
(3)
“Covenant adjusted EBITDA” or pro forma EBITDA (as defined in the banking documentation) corresponds to adjusted EBITDA after lease
payments (Note 5.1) for the entities in the covenant scope, as restated for the impact of any scope effects and pro forma restatements
corresponding to future savings/synergies to be achieved within the next 18 months (at 31 December 2024, no pro forma restatements were taken
into account in the indicative result shown above).
(4)
The minimum liquidity requirement on the last day of each month (after the covenant holiday period, i.e., from 30 September 2025) must be at
least €100 million (the “Monthly liquidity covenant”). According to banking documentation, the liquidity amount mainly corresponds to
consolidated cash and cash equivalents (less float and non-centralised cash), as well as undrawn and immediately available operating financing
(excluding factoring, reverse factoring and similar programmes). The reconciliation with cash and cash equivalents is shown below.
(5)
On the last day of each quarter (after the covenant holiday period, i.e., from 30 September 2025), the cash flow forecasts must demonstrate that
the Group's liquidity amount (as referred to above) will be at least €100 million at the end of each month of the following quarter.
(6)
The Group was granted a covenant holiday until the quarter ending 30 September 2025 (excluded). The covenant net debt/covenant adjusted
EBITDA ratio must be equal to or below the following:
•
30 September 2025: 8.34x;
•
31 December 2025: 7.17x;
•
31 March 2026: 7.41x;
•
30 June 2026: 6.88x;
•
30 September 2026: 6.11x;
•
31 December 2026: 5.23x;
•
31 March 2027: 5.55x;
•
30 June 2027: 5.15x;
•
30 September 2027: 4.81x;
•
31 December 2027: 4.13x;
•
31 March 2028: 4.30x.
(in € millions)
Notes
2024
Gross cash
11.1
763
Neutralisation of gross cash outside covenant scope
(53)
Neutralisation of non-centralised gross cash and float (cash in transit)
(211)
Available cash
499
Undrawn and immediately available operating financing
11.2.3
1,019
LIQUIDITY AMOUNT
1,518
Financing of subsidiaries subject to covenants
The Group’s other main loan agreement that includes hard covenants concerns Monoprix Exploitation.
Subsidiary
Type of covenant
Frequency of tests
Main types of debt subject to covenant
Monoprix Exploitation
Gross debt/adjusted EBITDA <2.0(1)
Annual
€118 million syndicated credit line
(1)
Monoprix Exploitation’s covenant is based on its individual financial statements.
This covenant was respected at 31 December 2024.
The Group's other operating financing facilities granted by the banks have a cross-default clause with the reinstated RCF and
the Term Loan.
GROUPE CASINO – 2024 UNIVERSAL REGISTRATION DOCUMENT
127
2
FINANCIAL AND ACCOUNTING INFORMATION
Consolidated financial statements
Exposure to liquidity risk
The table below presents an analysis by maturity of financial
liabilities at 31 December 2024, including principal and
interest and for undiscounted amounts. For derivative
financial instruments, the table has been drawn up based
on the contractual net cash inflows and outflows on
instruments that settle on a net basis and the gross inflows
and outflows on those instruments that require gross
settlement. For interest rate instruments, when the amount
payable or receivable is not fixed, the amount presented
has been determined by reference to observed yield curves
as at the reporting date.
31 December 2024
(in € millions)
Maturity
Total
contractual
cash flows
Carrying
amount
Due within
one year
Due in one
to two
years
Due in two
to three
years
Due in
three to
five years
Due in more
than five
years
NON-DERIVATIVE FINANCIAL INSTRUMENTS RECOGNISED IN LIABILITIES:
Bonds and other borrowings
307
273
1,876
21
1
2,479
2,040
Put options granted to owners
of non-controlling interests
2
8
84
-
-
93
58
Lease liabilities
482
438
401
503
517
2,341
1,612
Trade payables and other
financial liabilities
2,034
6
8
-
13
2,061
2,061
TOTAL
2,824
725
2,369
524
532
6,974
5,770
DERIVATIVE FINANCIAL INSTRUMENTS – ASSETS/(LIABILITIES):
Currency derivatives
Derivative contracts – received
44
-
-
-
-
44
Derivative contracts – paid
(44)
-
-
-
-
(44)
Derivative contracts – net
settled
-
-
-
-
-
-
TOTAL
-
-
-
-
-
-
(1)
31 December 2023
(in € millions)
Maturity
Total
contractual
cash flows
Carrying
amount
Due within
one year
Due in one
to two
years
Due in two
to three
years
Due in
three to
five years
Due in
more than
five years
NON-DERIVATIVE FINANCIAL INSTRUMENTS RECOGNISED IN LIABILITIES:
Bonds and other borrowings(1)
851
241
376
2,660
20
4,148
7,443
Put options granted to owners
of non-controlling interests
1
1
89
-
-
91
39
Lease liabilities
461
423
385
556
566
2,391
1,698
Trade payables and other
financial liabilities
3,457
13
9
-
14
3,492
3,492
TOTAL
4,771
678
858
3,216
600
10,123
12,671
DERIVATIVE FINANCIAL INSTRUMENTS – ASSETS/(LIABILITIES):
Currency derivatives
Derivative contracts – received
88
-
-
-
-
88
Derivative contracts – paid
(90)
-
-
-
-
(90)
Derivative contracts – net
settled
-
-
-
-
-
-
TOTAL
(2)
-
-
-
-
(2)
(3)
(1)
In 2023, cash flows reflect the effective completion of the financial restructuring.
128
2024 UNIVERSAL REGISTRATION DOCUMENT – GROUPE CASINO
2
FINANCIAL AND ACCOUNTING INFORMATION
Consolidated financial statements
NOTE 12
EQUITY AND EARNINGS PER SHARE
ACCOUNTING PRINCIPLE
Equity is attributable to two categories of owner: the owners
of the parent (Casino, Guichard-Perrachon shareholders)
and the owners of the non-controlling interests in its
subsidiaries. A non-controlling interest is the equity in a
subsidiary not attributable, directly or indirectly, to a parent.
Transactions with the owners of non-controlling interests
resulting in a change in the parent company’s percentage
interest without loss of control affect only equity as there
is no change of control of the economic entity. Cash flows
arising from changes in ownership interests in a fully
consolidated subsidiary that do not result in a loss of
control (including increases in percentage interest) are
classified as cash flows from financing activities.
In the case of an acquisition of an additional interest in a
fully consolidated subsidiary, the Group recognises the
difference between the acquisition cost and the carrying
amount of the non-controlling interests as a change in
equity attributable to owners of Casino, Guichard-Perrachon.
Transaction costs are also recognised in equity. The same
treatment applies to transaction costs relating to disposals
without loss of control. In the case of disposals of controlling
interests involving a loss of control, the Group derecognises
the whole of the ownership interest and, where appropriate,
recognises any investment retained in the former subsidiary
at its fair value. The gain or loss on the entire derecognised
interest (interest sold and interest retained) is recognised
in profit or loss under “Other operating income” or “Other
operating expenses”, which amounts to remeasuring the
retained previously held investment at fair value through
profit or loss. Cash flows arising from the acquisition or
loss of control of a subsidiary are classified as cash flows
from investing activities.
Equity instruments and hybrid instruments
The classification of instruments issued by the Group in
equity or debt depends on each instrument’s specific
characteristics. An instrument is deemed to be an equity
instrument when the following two conditions are met:
• the instrument does not contain a contractual obligation
to deliver cash or another financial asset to another entity,
or to exchange financial assets or financial liabilities
with another entity under conditions that are potentially
unfavourable to the entity; and
• in the case of a contract that will or may be settled
in the entity's own equity instruments, it is either a
non‑derivative that does not include a contractual
obligation to deliver a variable number of the entity's
own equity instruments, or it is a derivative that will be
settled by the exchange of a fixed amount of cash or
another financial asset for a fixed number of the
entity's own equity instruments.
The Group also examines the special provisions of contracts
to ensure the absence of an indirect obligation to buy
back the equity instruments in cash or by delivering another
financial asset or by delivering shares with a value substantially
higher than the amount of cash or the other financial asset
to be delivered.
In particular, instruments that are redeemable at the
Group’s discretion and for which the remuneration depends
on the payment of a dividend are classified in equity.
When a “debt” component exists, it is measured separately
and classified under “financial liabilities”.
Equity transaction costs
External and qualifying internal costs directly attributable
to equity transactions or transactions involving equity
instruments are recorded as a deduction from equity,
net of tax. All other transaction costs are recognised as
an expense.
Treasury shares
Casino, Guichard-Perrachon shares purchased by the Group
are deducted from equity at cost. The proceeds from
sales of treasury shares are credited to equity with the
result that any disposal gains or losses, net of the related
tax effect, have no impact in the income statement for
the period.
Options on treasury shares
Options on treasury shares are treated as derivative
instruments, equity instruments or financial liabilities
depending on their characteristics.
Options classified as derivatives are measured at fair
value through profit or loss. Options classified as equity
instruments are recorded in equity at their initial amount
and changes in value are not recognised. The accounting
treatment of financial liabilities is described in Note 11.
At 31 December 2024, no Casino, Guichard-Perrachon
stock options were outstanding.
GROUPE CASINO – 2024 UNIVERSAL REGISTRATION DOCUMENT
129
2
FINANCIAL AND ACCOUNTING INFORMATION
Consolidated financial statements
12.1
Capital management
The Group's policy is to maintain a strong capital base in
order to preserve the confidence of investors, creditors and
the markets while ensuring the financial headroom required
to support the Group's future business development. From
time to time, the Casino, Guichard-Perrachon may buy back
its own shares in the market. These shares are generally
acquired for allocation to a liquidity agreement used to make
a market in the shares, or to be held for allocation under
stock option plans, employee share ownership plans or free
share plans for Group employees, or any other share-based
payment mechanism.
Apart from legal requirements, Casino, Guichard-Perrachon
is not subject to any external minimum capital requirements.
12.2
Share capital
At 31 December 2024, the Company's share capital amounted
to €4 million and is composed of 400,939,713 shares issued
and fully paid up. The shares have a par value of €0.01.
At 31 December 2023, the Company’s share capital amounted
to €166 million and was composed of 108,426,230 shares
issued and fully paid with a par value of €1.53.
The change over the period results from the transactions
carried out in connection with the financial restructuring
(Note 2.1):
• a share capital reduction due to losses by reducing the
par value from €1.53 to €0.01 approved by the Board
of Directors on 11 March 2024, accounting for a decrease
of €165 million;
• a share capital increase of €372 million through the issue
of 37,195,654,505 shares with a par value of €0.01;
• the exercise of 2,247,591,330 “Additional Share Warrants”
and 542,299,264 “#2 Share Warrants”, resulting in a
€23 million share capital increase;
• the reverse stock split and share capital reduction due to
losses approved by the Board of Directors on 24 April 2024.
In the financial statements, these two transactions are
reflected by (i) a reduction of 39,178,303,985 in the number
of shares and (ii) a share capital reduction of €392 million
by reducing the par value by 99 euro cents per share.
12.3
Share equivalents
The Group is committed to granting free shares under various plans (Note 8.3). The Board of Directors intends to fulfil its
obligations under those plans by delivering existing shares when the related rights vest.
12.4
Treasury shares
Treasury shares result from shareholder-approved buybacks
of Casino, Guichard-Perrachon SA shares. As at 31 December
2024, a total of 24,547 shares were held in treasury, representing
a non-material amount (31 December 2023: 445,450 shares
representing €0.3 million). The shares were purchased primarily
for allocation upon exercise of the rights under free share plans.
The Group had a liquidity agreement with Rothschild
Martin Maurel in accordance with AMF decision 2021-01 dated
22 June 2021, for a total of €15 million. Following the 14 June
2024 reverse stock-split, at 31 December 2024, 18,750 treasury
shares were held under the liquidity agreement (440,000 shares
representing €0.3 million at 31 December 2023). The liquidity
agreement was suspended by the Group on 11 June 2024
and terminated on 10 February 2025.
12.5
Share warrants
Share warrants were issued as part of the financial
restructuring carried out during the year (Note 2.1), of which
2,790 million were exercised (Note 12.2) and 28 million lapsed.
At 31 December 2024, 2,112 million #1 Share Warrants
convertible into 21.1 million shares (post-reverse stock split)
at a price of €0.0461, and 707 million #3 Share Warrants
convertible into 10.6 million shares (post-reverse stock split)
at a price of €0.1688, were outstanding and exercisable until
27 March 2028 and 27 April 2029, respectively.
130
2024 UNIVERSAL REGISTRATION DOCUMENT – GROUPE CASINO
2
FINANCIAL AND ACCOUNTING INFORMATION
Consolidated financial statements
12.6
Breakdown of other reserves (attributable to owners of the parent)
(in € millions)
Cash flow
hedges
Net
investment
hedges
Foreign
currency
translation
adjustments(1)
Actuarial
gains and
losses
Equity
instruments(2)
Debt
instruments(2)
Total other
reserves
At 1 January 2023
(7)
(1)
(2,842)
(70)
(33)
(1)
(2,955)
Movements for the period
4
-
502
(16)
(51)
-
439
At 31 December 2023
(4)
(1)
(2,340)
(85)
(85)
(1)
(2,516)
Movements for the period
2
1
2,341
2
84
1
2,432
AT 31 DECEMBER 2024
(1)
-
1
(83)
-
-
(84)
(1)
In 2024, nearly all of the foreign currency translation adjustments attributable to owners of the parent were reclassified to the income statement
in connection with the disposal of Éxito and the loss of control of GPA (Note 3.1).
(2)
Equity and debt instruments are measured at fair value through other comprehensive income (OCI). They were derecognised in 2024 and the fair
value gains and losses accumulated in equity were reclassified to “Retained earnings and profit (loss) for the period” in the statement of changes
in equity.
12.7
Other information on additional paid-in capital, retained earnings
and reserves
12.7.1
Foreign currency translation adjustments
Foreign currency translation adjustments correspond to exchange gains and losses on translating the equity of foreign
subsidiaries and receivables and payables included in the Group’s net investment in these subsidiaries, at the closing rate.
Foreign currency translation adjustments by country at 31 December 2024
(in € millions)
Attributable to owners of the parent
Non-controlling interests
Total
1 January
2024
Movements
for the year
31 December
2024(1)
1 January
2024
Movements
for the year
31 December
2024
31 December
2024
Brazil
(1,578)
1,566
(11)
(3,253)
3,253
-
(11)
Argentina
(340)
340
-
(225)
225
-
-
Colombia
(373)
373
-
(548)
548
-
-
Uruguay
(81)
81
-
(62)
62
-
-
United States
20
(20)
-
2
(2)
-
-
Poland
10
1
11
-
-
-
11
Hong Kong
1
1
1
-
-
-
1
Other
-
(1)
(1)
(1)
2
-
-
TOTAL FOREIGN CURRENCY
TRANSLATION ADJUSTMENTS
(2,340)
2,341
1
(4,087)
4,088
1
1
(1)
Nearly all of the foreign currency translation adjustments attributable to owners of the parent were reclassified to the income statement in
connection with the disposal of Éxito and the loss of control of GPA (Note 3.1).
Foreign currency translation adjustments by country at 31 December 2023
(in € millions)
Attributable to owners of the parent
Non-controlling interests
Total
1 January
2023
Movements
for the year
31 December
2023
1 January
2023
Movements
for the year
31 December
2023
31 December
2023
Brazil
(2,118)
540
(1,578)
(3,320)
67
(3,253)
(4,831)
Argentina
(273)
(67)
(340)
(127)
(98)
(225)
(565)
Colombia
(385)
12
(373)
(689)
141
(548)
(921)
Uruguay
(93)
12
(81)
(48)
(14)
(62)
(142)
United States
20
-
20
2
-
2
22
Poland
4
6
10
-
-
-
10
Hong Kong
1
-
1
-
-
-
1
Other
-
-
-
(1)
-
(1)
(1)
TOTAL FOREIGN CURRENCY
TRANSLATION ADJUSTMENTS
(2,842)
502
(2,340)
(4,183)
95
(4,087)
(6,427)
GROUPE CASINO – 2024 UNIVERSAL REGISTRATION DOCUMENT
131
2
FINANCIAL AND ACCOUNTING INFORMATION
Consolidated financial statements
12.7.2
Notes to the consolidated statement of comprehensive income
(in € millions)
2024
2023
Cash flow hedges and cash flow hedge reserve(1)
3
6
Change in fair value
3
1
Reclassifications to inventories
-
-
Reclassifications to profit or loss
-
4
Income tax (expense) benefit
-
1
Net investment hedges
1
-
Change in fair value
-
-
Reclassifications to profit or loss
1
-
Income tax (expense) benefit
-
-
Debt instruments at fair value through other comprehensive income (OCI)
1
-
Net change in fair value
-
-
Impairment losses
-
-
Reclassifications to profit or loss
1
-
Income tax (expense) benefit
-
-
Foreign currency translation reserves (Note 12.7.1)
6,438
581
Foreign currency translation adjustments for the year
4,087
128
Reclassifications to profit or loss
2,351
453
Income tax (expense) benefit
-
-
Equity instruments at fair value through other comprehensive income
(7)
(51)
Net change in fair value
(7)
(51)
Income tax (expense) benefit
-
-
Actuarial gains and losses
2
(16)
Actuarial gains and losses for the year
2
(21)
Income tax (expense) benefit
(1)
5
Share of other comprehensive income of equity-accounted investees
(9)
16
Cash flow hedges and cash flow hedge reserve – net change in fair value
1
-
Cash flow hedges and cash flow hedge reserve – reclassifications to profit or loss
-
-
Foreign currency translation reserve – adjustments for the year
(11)
17
Foreign currency translation reserve – reclassification to profit or loss
1
-
Equity instruments at fair value through other comprehensive income – change in fair value
-
-
Actuarial gains and losses – net gain or loss for the year
-
-
Income tax (expense) benefit
-
-
TOTAL
6,429
536
(1)
The change in the cash flow hedge reserve was not material in either 2024 or 2023.
12.8
Dividends
The Annual General Meeting of 11 June 2024 decided not to
pay any dividends in respect of 2023.
Decisions on future payouts will be taken in light of the Group's
financial position, and will take account of the interests
of the Company and compliance with its loan and bond
agreements.
In 2023, the coupon payable on TSSDIs was as follows:
(in € millions)
2023
Coupons payable on TSSDIs (impact on equity)
55
of which amount paid during the period
35
of which amount payable in subsequent periods
19
Impact on the statement of cash flows for the period
42
of which coupons awarded and paid during the period
35
of which interest allocated in the prior year and paid during the period
7
As part of the financial restructuring, the TSSDIs were converted into equity on 27 March 2024.
132
2024 UNIVERSAL REGISTRATION DOCUMENT – GROUPE CASINO
2
FINANCIAL AND ACCOUNTING INFORMATION
Consolidated financial statements
12.9
Earnings per share
ACCOUNTING PRINCIPLE
Basic earnings per share are calculated based on the
weighted average number of shares outstanding during
the period, excluding shares issued in payment of dividends
and treasury shares. Diluted earnings per share are
calculated by the treasury stock method, as follows:
• numerator: earnings for the period are adjusted for
dividends on TSSDIs;
• denominator: the basic number of shares is adjusted
to include potential shares corresponding to dilutive
instruments (equity warrants, stock options and free
shares), less the number of shares that could be bought
back at market price with the proceeds from the exercise
of the dilutive instruments. The market price used for
the calculation corresponds to the average share price
for the year.
Equity instruments that will or may be settled in Casino,
Guichard-Perrachon shares are included in the calculation
only when their settlement would have a dilutive impact
on earnings per share.
In accordance with IAS 33, the weighted average number of shares outstanding used to calculate earnings per share for 2023 and
2024 was adjusted to take into account the reverse stock split carried out during the year (Notes 2.1 and 12.2).
12.9.1
Number of shares
Diluted number of shares used for the calculation
2024
2023 (restated)
Weighted average number of shares outstanding during the period
Total ordinary shares
302,189,585
1,084,262
Ordinary shares held in treasury
(19,236)
(3,217)
WEIGHTED AVERAGE NUMBER OF ORDINARY SHARES BEFORE DILUTION
(1)
302,170,349
1,081,045
Share warrants
31,721,720
-
Average number of dilutive instruments
31,721,720
-
Theoretical number of shares purchased at market price(1)
(2,399,164)
-
Free share plans(2)
-
-
Total potential dilutive shares
29,322,556
-
TOTAL DILUTED NUMBER OF SHARES
(2)
331,492,905
1,081,045
(1)
In accordance with the treasury stock method, the proceeds from the exercise of warrants and options are assumed to be used in the first
instance to buy back shares at market price. The theoretical number of shares that would be purchased is deducted from the total shares that
would be issued on exercise of the rights attached to the warrants and options.
(2)
At 31 December 2024, 5,788 shares held for allocation under free share plans were excluded from the calculation of the weighted average number
of ordinary shares (diluted) because their effect would have been anti-dilutive.
12.9.2
Profit (loss) attributable to ordinary shares
(in € millions)
2024
2023 (restated)
Continuing
operations
Discontinued
operations(1)
Total
Continuing
operations
Discontinued
operations(1)
Total
Net profit (loss) attributable
to owners of the parent
2,169
(2,464)
(295)
(2,558)
(3,103)
(5,661)
Dividend payable on TSSDIs
-
-
-
(55)
-
(55)
Net profit (loss) attributable
to holders of ordinary shares
(3)
2,169
(2,464)
(295)
(2,612)
(3,103)
(5,715)
Potential dilutive effect of free
share plans
-
-
-
-
-
-
Diluted net profit (loss) attributable
to holders of ordinary shares
(4)
2,169
(2,464)
(295)
(2,612)
(3,103)
(5,715)
BASIC EARNINGS (LOSS)
PER SHARE ATTRIBUTABLE
TO OWNERS OF THE PARENT (€)
(3)/(1)
7.18
(8.16)
(0.98)
(2,416.59)
(2,870.15)
(5,286.74)
DILUTED EARNINGS (LOSS)
PER SHARE ATTRIBUTABLE
TO OWNERS OF THE PARENT (€)
(4)/(2)
6.54
(7.43)
(0.89)
(2,416.59)
(2,870.15)
(5,286.74)
(1)
Note 3.5.2.
GROUPE CASINO – 2024 UNIVERSAL REGISTRATION DOCUMENT
133
2
FINANCIAL AND ACCOUNTING INFORMATION
Consolidated financial statements
NOTE 13
OTHER PROVISIONS
ACCOUNTING PRINCIPLE
A provision is recorded when the Group has a present
obligation (legal or constructive) as a result of a past
event, the amount of the obligation can be reliably
estimated and it is probable that an outflow of resources
embodying economic benefits will be required to settle
the obligation. Provisions are discounted when the
related adjustment is material.
In accordance with the above principle, a provision is
recorded for the cost of repairing equipment sold with a
warranty. The provision represents the estimated cost of
repairs to be performed during the warranty period, as
estimated on the basis of actual costs incurred in prior
years. Each year, part of the provision is reversed to offset
the actual repair costs recognised in expenses.
A provision for restructuring expenses is recorded when
the Group has a constructive obligation to restructure.
This is the case when Management has drawn up a detailed,
formal plan and has raised a valid expectation in those affected
that it will carry out the restructuring by announcing its
main features to them before the period-end.
Other provisions concern specifically identified liabilities
and expenses.
Contingent liabilities correspond to possible obligations
that arise from past events and whose existence will be
confirmed only by the occurrence of one or more uncertain
future events not wholly within the Group’s control,
or present obligations whose settlement is not expected
to require an outflow of resources embodying economic
benefits. Contingent liabilities are not recognised in the
statement of financial position but are disclosed in the notes
to the financial statements.
13.1
Breakdown of provisions and movements
(in € millions)
1 January
2024
Additions
2024
Reversals
(used)
2024
Reversals
(not used)
2024
Changes
in scope of
consolidation
Effect of
movements
in exchange
rates
Other
31 December
2024
Claims and litigation
50
45
(9)
(25)
-
-
-
61
Other risks and expenses(1)
172
92
(35)
(31)
8
-
1
206
Restructuring(1)
73
465
(22)
(12)
-
-
-
504
TOTAL PROVISIONS
294
625
(90)
(68)
8
-
1
771
of which non-current
25
18
(1)
-
-
-
(4)
37
of which current
269
607
(89)
(67)
8
-
6
734
(1)
The main change over the year is linked to provisions of €482 million recognised in respect of discontinued hypermarket and supermarket
operations (including the employment protection plans).
Provisions for claims and litigation, and for other risks and expenses are composed of a wide variety of provisions for
employee-related disputes (before a labour court), property disputes (concerning construction or refurbishment work, rents,
tenant evictions, etc.), tax disputes and business claims (trademark infringement, etc.) or indirect taxation disputes.
13.2
Contingent assets and liabilities
In the normal course of its business, the Group is involved in
several legal and arbitration proceedings with third parties,
social security bodies and tax authorities. Those disputes
concern in particular social disputes, as well as disputes
with URSSAF and other public bodies, for a total amount of
€39 million.
As stated in Note 3.3.2, no associates or joint ventures have
any significant contingent liabilities, apart from GPA.
Ongoing investigations
and legal proceedings
In late 2015, Casino Group applied to the AMF, the French
Financial Markets Authority, as regards the dissemination of
false or misleading information by Muddy Waters Capital,
preceded by short sales that led to a sudden, very steep fall
in the share price. This led to an investigation by the AMF
and two letters of observation (see page 285 of the 2020
Universal Registration Document). In 2018, Casino once again
applied to the AMF concerning new speculative attacks,
resulting in short selling on an unprecedented scale, massive
borrowings of Casino securities and misinformation campaigns,
all with the aim of artificially reducing share prices and
destabilising the Group’s companies and their employees
and shareholders.
As such, they filed a criminal complaint in October 2018
with the Public Prosecutor for price manipulation, in addition
to a complaint for false allegations in November 2018.
134
2024 UNIVERSAL REGISTRATION DOCUMENT – GROUPE CASINO
2
FINANCIAL AND ACCOUNTING INFORMATION
Consolidated financial statements
To the best of the Company’s knowledge, the investigations
on Casino’s share price opened by both the AMF and the
Financial Prosecutor in autumn 2018 are still in progress.
Casino, Guichard-Perrachon was the subject of a preliminary
investigation by the Financial Public Prosecutor (parquet
national financier – PNF) for alleged stock price manipulation
and private corruption dating back to 2018 and 2019. At this
stage of the proceedings, Casino has received notice of
a hearing on the merits before the Paris Criminal Court,
which is due to take place on 1 October 2025.
On 16 May 2022, at the AMF's request, an investigation at
Casino's head office was conducted. Casino appealed to the
Paris Court of Appeal against the order authorising the search
and the search and seizure operations. The Paris Court of Appeal
dismissed these appeals in a ruling dated 21 February 2024.
At the AMF's request, another search was conducted on
6 September 2023, at Casino's Vitry-sur-Seine premises.
Casino appealed to the Paris Court of Appeal against the
order authorising the search and the search and seizure
operations. The Paris Court of Appeal dismissed these
appeals in a ruling dated 3 July 2024.
Lastly, following the filing of complaints by two activist
shareholders, the existence of which was reported in the press
in March 2023, Casino, Guichard-Perrachon initiated legal
proceedings against Xavier Kemlin and Pierre‑Henri Leroy
for false accusations and attempted fraud.
At the end of October 2024, Casino, Guichard-Perrachon was
served with a writ of summons before the Paris Commercial
Court on the initiative of some ten persons who were or are
Casino and Rallye shareholders and bondholders, seeking
compensation for the losses they allegedly suffered as a result
of misleading information disclosed to the market. The amount
of damages claimed jointly and severally from Casino,
Guichard-Perrachon and the former senior executives of
Casino and Rallye is €33 million.
Based on the information currently available, the above
proceedings against Casino, Guichard-Perrachon before
the Criminal Court and the Commercial Court meet
the definition of contingent liabilities. After analysing the
matter, the decision was made not to record a provision
in respect of the claims. The Company will continue to monitor
the progress of these proceedings and will adjust its estimate
if necessary to take account of future developments.
NOTE 14
RELATED-PARTY TRANSACTIONS
During the year ended 31 December 2024, the majority
of the Company's shares were acquired, via a subscription
to a capital increase of €925 million as part of the Group's
financial restructuring, by France Retail Holdings S.à.r.l., an
entity ultimately controlled by M. Daniel Křetínský.
Related parties are:
• the Company’s controlling shareholders Rallye, Foncière
Euris, Finatis and Euris until 27 March 2024, and since that
date, France Retail Holdings S.à.r.l., EP Equity Investment III
S.à.r.l. (and other intermediate holding entities controlled
by Daniel Křetínský);
• entities that exercise joint control or significant influence
over the Company;
• subsidiaries;
• associates (Note 3.3);
• joint ventures (Note 3.3);
• members of the Board of Directors and the Executive
Committee.
In line with the reimbursement of costs incurred by creditors
in connection with the Group's financial restructuring,
Casino, Guichard-Perrachon reimbursed similar costs incurred
in connection with the Group's financial restructuring
by France Retail Holdings and its associates for an amount
of €22 million during 2024 (included in the amount of
€82 million disclosed in Note 6.5).
Furthermore, the Group has entered into an energy purchase
agreement with a subsidiary of the EP group (Note 6.11.1).
NOTE 15
SUBSEQUENT EVENTS
Approval of the compulsory buyout of minority shareholders
of Cnova N.V.
On 11 February 2025, the Enterprise Chamber of the
Amsterdam Court of Appeal (the “Enterprise Chamber”)
rendered its judgement in the compulsory buyout
proceedings (uitkooprocedure) initiated by Casino to acquire
the shares held by the minority shareholders of Cnova N.V.
(“Cnova”). The Enterprise Chamber ruled that €0.09 per was
a fair buyout price per Cnova share and ordered all
shareholders to transfer their shares in Cnova to Casino, in
exchange for a payment of €0.09 per share in cash, to be
increased by statutory interest from 30 June 2024 until the
date of transfer of the shares or the date of consignment (as
explained below). Shareholders of Cnova may comply with
the Enterprise Chamber's judgement voluntarily by transferring
their shares in Cnova to Casino. On or shortly after the end
of the period for voluntary transfer, Casino will enforce
the judgement of the Enterprise Chamber against all
shareholders who did not participate in the voluntary
transfer, by paying the aggregate buyout price for the
remaining shares in Cnova to the consignment fund of
the Dutch Ministry of Finance, as a result of which such
shares will be transferred to Casino unencumbered and by
operation of law. Subsequently, former shareholders will
only be entitled to payment of the buyout price from
the consignment fund of the Dutch Ministry of Finance
in accordance with applicable laws and regulations.
GROUPE CASINO – 2024 UNIVERSAL REGISTRATION DOCUMENT
135
2
FINANCIAL AND ACCOUNTING INFORMATION
Consolidated financial statements
Completion of the transfer by Trinity of its shares in France Retail
Holdings to EPEI III
On 11 February 2025, the Group was informed of the transfer
by
Trinity
Investments
Designated
Activity
Company
(“Trinity”), whose management company is Attestor Limited
(“Attestor”), to EP Equity Investment III S.à.r.l. (“EPEI”)(1) of its
7.65% shareholding in France Retail Holdings S.à.r.l. (“FRH”)(1)
in accordance with the share purchase agreement entered
into on 19 November 2024 between Trinity and EPEI, in the
presence of FRH. As a consequence of this disposal, Trinity
and Attestor(2) ceased to act in concert with, inter alia, EPEI
and F. Marc de la Lacharrière (Fimalac) vis-à-vis Casino(3),
and
Trinity
lost
its
rights
under
the
shareholders’
agreement entered into with EPEI and F. Marc de la
Lacharrière (Fimalac), in the presence of Attestor(2) and FRH,
to which they are no longer parties(4). Thomas Doerane
thus resigned from his position as Non-Voting Director on
the Board of Directors and Strategy Committee of Casino as
of the closing date of the disposal. FRH's stake in Casino
remains unchanged at 53.04%. Trinity directly holds 10.05%
of Casino's capital.
Casino’s partnership with Avia Thévenin & Ducrot renewed
for a further three years
On 13 February 2025, Casino and Avia Thévenin & Ducrot
announced the renewal of their historic partnership for a
further three years. For almost 20 years, the partnership has
enabled Casino to offer customers of Avia Thevenin & Ducrot
stores a varied selection of products under the Casino brand
and other major brands, tailored to the needs of travellers.
The partnership covers 46 motorway service stations (including
39 operated under the Casino Express banner) and 41 urban
or suburban service stations (including 11 under the Casino
Express banner), located in the eastern half of France
Change in the ownership structure of Infinity Advertising
Following the redefinition of the purchasing alliance between
Casino Group and Groupement Les Mousquetaires in 2024,
on 14 February 2025, the two groups announced that
they were reorganising the ownership structure of their
retail media subsidiary, Infinity Advertising. Groupement
Les
Mousquetaires
acquired
RelevanC's
shares
in
Infinity Advertising and became its sole shareholder.
Infinity Advertising will continue to market retail media
services for Monoprix, Franprix, Casino and Intermarché,
while still utilising RelevanC's technologies, among other
resources. The change in shareholding will have no impact
on Infinity Advertising’s operations nor on the services it
provides to agencies and advertisers.
Confirmation of a repayment to Quatrim secured noteholders
On 18 February 2025, Casino Group repaid €30 million
of the secured debt carried by its subsidiary Quatrim,
including €28.5 million of principal and €1.5 million
of accrued interest (including €0.5 million of interest due
for the period between 27 March 2024 and 5 October 2024
and €1 million of accrued interest for the period between
6 October 2024 and 17 February 2025). Following the
transaction, the nominal amount of the Quatrim secured
notes will be reduced to €272 million and the interest due
accrued between 27 March 2024 and 5 October 2024 will be
reduced to €5.1 million. In accordance with Quatrim
banking documentation:
• interest due for the period from 27 March 2024 to
5 October 2024 will be capitalised on 6 April 2025;
• interest accrued between 6 October 2024 and 5 April 2025
on the residual nominal debt will also be paid or capitalised
on 6 April 2025, depending on the cash availability of
Quatrim and its subsidiaries.
(1)
Entity ultimately controlled by Daniel Křetínský.
(2)
Acting as manager for some of its funds and investment vehicles.
(3)
See AMF 223C1160 of 24 July 2023.
(4)
See AMF 224C0462, shareholders' agreement signed on 18 March 2024 between Trinity, EPEI and F. Marc de la Lacharrière (Fimalac).
136
2024 UNIVERSAL REGISTRATION DOCUMENT – GROUPE CASINO
2
FINANCIAL AND ACCOUNTING INFORMATION
Consolidated financial statements
NOTE 16
STATUTORY AUDITORS’ FEES
Statutory Auditors’ fees for the year ended 31 December 2024
(in € millions)
KPMG
Deloitte
Statutory audit and review of the parent company and consolidated financial statements
2,569
2,818
Certification of sustainability information
291
-
Non-audit services
22
49
TOTAL
2,882
2,867
Services other than the statutory audit of the financial
statements (“Non-audit services”) by the Statutory Auditors
to Casino, Guichard-Perrachon, the parent company, and to
its subsidiaries, correspond mostly to procedures related to
the issuance of statements and reports on agreed-upon
procedures regarding data contained in the accounting
records, or regarding internal control.
GROUPE CASINO – 2024 UNIVERSAL REGISTRATION DOCUMENT
137
2
FINANCIAL AND ACCOUNTING INFORMATION
Consolidated financial statements
NOTE 17
MAIN CONSOLIDATED COMPANIES
At 31 December 2024, Casino Group comprised 836 consolidated companies. The main companies are listed below:
Company
2024
2023
%
control
%
interest
Consolidation
method
%
control
%
interest
Consolidation
method
Casino, Guichard-Perrachon SA
Parent company
Parent company
FRANCE – RETAILING
Achats Marchandises Casino (“AMC”)
100
100
FC
100
100
FC
Casino Carburants
100
100
FC
100
100
FC
Casino Services
100
100
FC
100
100
FC
Casino International
100
100
FC
100
100
FC
Distribution Casino France (“DCF”)
100
100
FC
100
100
FC
Distridyn
49.99
49.99
EM
49.99
49.99
EM
Easydis
100
100
FC
100
100
FC
Floréal
100
100
FC
100
100
FC
Geimex
100
100
FC
100
100
FC
AUXO Achats Alimentaires
30
30
EM
30
30
EM
AUXO Achats Non Alimentaires
70
70
EM
70
70
EM
Aura Private Label (formerly Auxo Private Label)
30
30
EM
30
30
EM
AURA Retail International Non Food Services
24
24
EM
-
-
-
AURA Achats Non Alimentaires
24
24
EM
-
-
-
Monoprix group
Monoprix Holding (formerly L.R.M.D.)
100
100
FC
100
100
FC
Les Galeries de la Croisette
100
100
FC
100
100
FC
Monoprix
100
100
FC
100
100
FC
Monoprix Exploitation
100
100
FC
100
100
FC
Monop'
100
100
FC
100
100
FC
Naturalia France
100
100
FC
100
100
FC
Société Auxiliaire de Manutention Accélérée
de Denrées Alimentaires "S.A.M.A.D.A."
100
100
FC
100
100
FC
Franprix–Leader Price group
Cofilead
100
100
FC
100
100
FC
Distribution Franprix
100
100
FC
100
100
FC
Distribution Leader Price
100
100
FC
100
100
FC
Franprix Holding
100
100
FC
100
100
FC
Franprix – Leader Price Holding
100
100
FC
100
100
FC
Franprix – Leader Price Finance
100
100
FC
100
100
FC
Holding Île-de-France 2
100
100
FC
100
100
FC
Holdi Mag
100
100
FC
100
100
FC
Pro Distribution
72.5
72.5
FC
72.5
72.5
FC
Sarjel
100
100
FC
100
100
FC
Sédifrais
100
100
FC
100
100
FC
Codim group(1)
Codim 2
-
-
-
100
100
FC
Hyper Rocade 2
-
-
-
100
100
FC
Pacam 2
-
-
-
100
100
FC
Poretta 2
-
-
-
100
100
FC
Prodis 2
-
-
-
100
100
FC
Quatrim Group
Quatrim(2)
100
100
FC
100
100
FC
L’immobilière Groupe Casino
100
100
FC
100
100
FC
Uranie
100
100
FC
100
100
FC
Energy
GreenYellow Holding(3)
-
-
-
10.15
10.15
EM
(1)
Codim was sold on 1 October 2024 (Note 2.6).
(2)
Quatrim is owned by Forecas 3.
(3)
GreenYellow was sold on 28 May 2024 (Note 2.9).
138
2024 UNIVERSAL REGISTRATION DOCUMENT – GROUPE CASINO
2
FINANCIAL AND ACCOUNTING INFORMATION
Consolidated financial statements
Company
2024
2023
%
control
%
interest
Consolidation
method
%
control
%
interest
Consolidation
method
Other businesses
Casino Finance
100
100
FC
100
100
FC
ExtenC
100
100
FC
100
100
FC
Perspecteev
46.20
46.20
EM
49
49
EM
RelevanC
100
100
FC
100
100
FC
Inlead
-
-
-
100
100
FC
Infinity Advertising(1)
50
50
EM
50
50
EM
IRTS
100
100
FC
100
100
FC
Global Retail Services
-
-
-
50
50
EM
E-COMMERCE
Cnova NV group (listed company)
98.83
98.83
FC
99.02
98.91
FC
Cdiscount
100
98.83
FC
100
98.91
FC
C-Logistics
100
99.02
FC
100
99.08
FC
Cnova Pay
100
98.83
FC
100
98.91
FC
INTERNATIONAL – POLAND
Mayland Real Estate
100
100
FC
100
100
FC
INTERNATIONAL – BRAZIL
Wilkes
100
100
FC
100
100
FC
GPA group (listed company)(2)
22.54
22.54
EM
40.92
40.92
FC
INTERNATIONAL – COLOMBIA, URUGUAY AND ARGENTINA
Grupo Éxito (listed company)(3)
-
-
-
96.52
39.50
FC
FRENCH AND INTERNATIONAL HOLDING COMPANIES
Casino Participations France
100
100
FC
100
100
FC
Forecas 3(4)
100
100
FC
-
-
-
Obin Holding Netherlands BV
100
100
FC
-
-
-
Géant Holding BV
-
-
-
100
100
FC
Géant International BV
-
-
-
100
100
FC
Gelase
-
-
-
100
39.50
FC
Helicco
-
-
-
100
100
FC
Intexa (listed company)
98.91
97.91
FC
98.91
97.91
FC
Segisor SA
100
100
FC
100
100
FC
Tevir SA
100
100
FC
100
100
FC
CBD Luxembourg Holding
-
-
-
100
100
FC
(1)
Infinity Advertising was sold in February 2025 (Note 15).
(2)
The Group lost control of GPA in March 2024 (Note 2.5).
(3)
The Éxito group was sold in January 2024 (Note 2.4).
(4)
Forecas 3 owns Quatrim.
GROUPE CASINO – 2024 UNIVERSAL REGISTRATION DOCUMENT
139
2
FINANCIAL AND ACCOUNTING INFORMATION
Consolidated financial statements
NOTE 18
STANDARDS, AMENDMENTS AND INTERPRETATIONS
PUBLISHED BUT NOT YET MANDATORY
Standards, amendments and interpretations adopted by the European
Union at the reporting date but not yet mandatory
The IASB has published the following standards, amendments to existing standards and interpretations, adopted by the
European Union but not mandatory at 1 January 2024.
Standard
(Group application date)
Description of the standard
Amendments to IAS 21
Lack of exchangeability
(1 January 2025)
These amendments will be applicable on a prospective basis.
They enable an entity, having determined that a foreign currency is not
exchangeable at the measurement date, to estimate the spot exchange
rate as the rate that would have applied at that date.
Standards and interpretations not adopted by the European Union
at the reporting date
The IASB has published the following standards, amendments to standards and interpretations applicable to the Group,
which have not yet been adopted by the European Union:
Standard
(application date for the Group subject
to adoption by the EU)
Description of the standard
Amendments to IFRS 9 and IFRS 7
Classification and measurement of financial instruments
(1 January 2026)
These amendments will be applicable on a retrospective basis.
The purpose of the amendments to IFRS 9 is to clarify (i) how the “basic
lending arrangement” criterion is applied to certain financial assets
and (ii) when financial liabilities settled through electronic transfer
should be derecognised. The amendments to IFRS 7 also modify
or add certain disclosures about investments in equity instruments
designated at fair value through other comprehensive income.
Annual improvements
Volume 11
(1 January 2026)
These amendments will be applicable on a prospective basis.
They concern targeted amendments aimed at clarifying certain
provisions of IFRS 1, IFRS 7, IFRS 9, IFRS 10 and IAS 7.
IFRS 18
Presentation and disclosure in financial statements
(1 January 2027)
IFRS 18 will be applicable prospectively.
It is a new standard that replaces IAS 1. It sets out the presentation
and disclosure requirements concerning: (i) the general purpose
financial statements, (ii) the aggregation and disaggregation
of their components, and (iii) the structure of the notes
to the financial statements.
140
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2
FINANCIAL AND ACCOUNTING INFORMATION
Parent company financial statements for the year ended 31 December 2024
2.6
PARENT COMPANY FINANCIAL STATEMENTS FOR THE YEAR
ENDED 31 DECEMBER 2024
2.6.1
Statutory auditors’ report on the financial statements
Year ended 31 December 2024
To the Annual general meeting of Casino, Guichard-Perrachon S.A,
Opinion
In compliance with the engagement entrusted to us by the
Annual general meeting, we have audited the accompanying
financial statements of Casino Guichard-Perrachon S.A. for
the year ended 31 December 2024.
In our opinion, the financial statements give a true and fair
view of the assets and liabilities and of the financial position
of the Company as at 31 December 2024, and of the results of
its operations for the year then ended in accordance with
French accounting principles.
The audit opinion expressed above is consistent with our
report to the Audit Committee
Basis for Opinion
Audit framework
We conducted our audit in accordance with professional
standards applicable in France. We believe that the audit
evidence we have obtained is sufficient and appropriate to
provide a basis for our opinion.
Our responsibilities under those standards are further
described in the "Statutory Auditors’ Responsibilities for the
Audit of the Financial Statements" section of our report.
Independence
We conducted our audit engagement in compliance with
independence requirements of the French Commercial
Code (Code de commerce) and the French Code of Ethics
(Code de déontologie) for statutory auditors for the period
from 1 January 2024, to the date of our report and specifically
we did not provide any prohibited non-audit services referred
to in Article 5(1) of Regulation (EU) No 537/2014.
Justification of Assessments – Key Audit Matters
In accordance with the requirements of Articles L.821-53
and R.821-180 of the French Commercial Code (Code de
commerce) relating to the justification of our assessments,
we inform you of the key audit matters relating to risks of
material misstatement that, in our professional judgement,
were of most significance in our audit of the financial
statements of the current period, as well as how we
addressed those risks.
These matters were addressed in the context of our audit of
the financial statements as a whole, and in forming our
opinion thereon, and we do not provide a separate opinion
on specific items of the financial statements.
GROUPE CASINO – 2024 UNIVERSAL REGISTRATION DOCUMENT
141
2
FINANCIAL AND ACCOUNTING INFORMATION
Parent company financial statements for the year ended 31 December 2024
Measurement of equity securities
RISK IDENTIFIED
OUR RESPONSE
See notes 2 "Significant accounting policies" and 8 "Long-term investments" to the financial statements
As at 31 December 2024, the net carrying amount
of investments in subsidiaries and associates
recognised on the Company's balance sheet
amounts to an aggregate €9,066 million, i.e.,
approximately 89% of total assets. A provision for
losses related to the negative net shareholders’
equity of controlled subsidiaries is recognized as a
liability amounting to €4,882 million, with additional
allowances of €2,341 million recorded during the
fiscal year.
Investments in subsidiaries and associates are
impaired when their fair value, estimated in
accordance with the methods described in the
"Long-term investments" paragraph of the Note
"Significant accounting policies" and in Note 8
"Long-term investments" to the financial statements,
is lower than their net carrying amount.
We considered the measurement of equity securities
to be a key audit matter due to:
• the materiality of these assets in the balance
sheet of Casino, Guichard-Perrachon;
• the Company’s use of estimates and
assumptions to determine the value in use; and
• the sensitivity of this measurement to certain
assumptions.
We assessed the compliance of the methodology implemented by the
Company with applicable accounting standards, in particular the allocation
of net additional allowances between equity interests and intra-group loans
and provisions for losses in the event of a negative net shareholders equity.
We also assessed the main estimates used by the Company to determine fair
values by analysing, as appropriate:
• the documentation used to determine the fair value of the investments;
• the methods used to determine the estimated sale price when a subsidiary
or sub-group is being sold;
• the assumptions underlying value in use when it is determined on the basis
of discounted future cash flows, in particular :
• the consistency of cash flow projections with the medium-term budgets
and plans prepared under the responsibility of the Board of Directors,
as well as the consistency of revenues and profit margin forecasts with
historical performances of the subsidiary or sub-group concerned, in the
economic context in which the subsidiary or sub-group operates;
• the methods and parameters used to determine the discount rates and
perpetual growth rates applied to estimated cash flows. With the assistance
of our valuation specialists, we recalculated the discount rates based on
the latest available market data and compared the results with (i) the rates
used by the Company and (ii) the rates for several players operating in
the same business sector as the subsidiary or sub-group concerned;
• the sensitivity scenarios used by the Company, for which we verified
the arithmetical accuracy.
Finally, we assessed the appropriateness of the disclosures in the notes to the
financial statements.
Compliance with the financial ratios under bank covenants provided for in the corporate syndicated
credit agreement (hereinafter referred to as the "Revolving Credit Facility" or "RCF") and the term loan
agreement (hereinafter referred to as the "Term Loan")
RISK IDENTIFIED
OUR RESPONSE
See notes 1 "Significant events of the year", 2 "Going concern" and 13 “Loans and other borrowings” in the consolidated financial
statements.
As mentioned in note 13 "Loans and other borrowings" of the
notes to the accounts, the Company uses bank financing that
requires compliance with financial ratios under banking
covenants.
Non-compliance with banking covenants may lead to the
immediate repayment of all or part of the concerned facilities,
some of which are also subject to cross-default clauses.
We considered that compliance with the financial ratios as of
30 September 2025, after an 18-month "covenant holiday"
(temporary exemption from covenant compliance) following
the financial restructuring date under the reinstated corporate
syndicated loan (hereinafter referred to as the "Revolving Credit
Facility" or "RCF") and the reinstated term loan (hereinafter referred
to as the "Term Loan"), constitutes a key audit matter due to
the amounts of each of these facilities, which are respectively
€711 million and €1,410 million.
Non-compliance could potentially impact the availability of
these facilities and consequently, due to the existence of cross-
default clauses as mentioned in the notes to the consolidated
financial statements, affect the current/non-current presentation
of financial liabilities in the consolidated financial statements,
the Group's liquidity status, and, ultimately, the appropriateness
of the use of the going concern basis for the preparation
of these financial statements.
As part of our audit, we have:
• gained an understanding of the internal control system related
to the monitoring of liquidity and the Group's net financial debt,
including the processes (i) for cash flow forecasting, (ii) for tracking
net financial debt, and (iii) for calculating ratios and monitoring
compliance with banking covenants;
• inspected the banking contractual documentation related to
the reinstated RCF and Term Loan;
• corroborated, with their contractual definitions, the methods
of determining:
• the financial aggregates used for the purposes of monitoring
the covenants of the reinstated RCF and Term Loan, as
implemented by the Group: "Net Financial Debt Covenant,"
"Adjusted EBITDA Covenant," "Pro Forma EBITDA" used
in the leverage ratio calculation,
• the minimum liquidity threshold on the last day of each
month starting from 30 September 2025, as well as
• the liquidity forecast over a thirteen-weeks horizon at the
covenant testing date;
• assessed the assumptions made by the company for the
preparation of projections for calculating financial ratios and cash
flow forecasts for the upcoming quarterly assessment points
over the next twelve months, starting from 1 January 2025;
• assessed the appropriateness of the disclosures in the notes to
the financial statements.
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2
FINANCIAL AND ACCOUNTING INFORMATION
Parent company financial statements for the year ended 31 December 2024
Specific verifications
We have also performed, in accordance with professional
standards applicable in France, the specific verifications
required by laws and regulations.
Information given in the management report
and in the other documents provided to the
Shareholders with respect to the financial
position and the financial statements
We have no matters to report as to the fair presentation
and the consistency with the financial statements of the
information given in the management report of the Board
of Directors and in the other documents provided to
Shareholders with respect to the financial position and the
financial statements.
We attest the fair presentation and the consistency with
the financial statements of the information relating to
payment deadlines mentioned in Article D.441-6 of the
French Commercial Code (Code de commerce).
Report on corporate governance
We attest that the Board of Directors’ report on corporate
governance sets out the information required by Articles
L.225‑37‑4,
L22-10-10
and
L.22-10-9
of
the
French
Commercial Code.
Concerning the information given in accordance with the
requirements of Article L.22-10-9 of the French Commercial
Code relating to remunerations and benefits received by or
awarded to the directors and any other commitments
made in their favour, we have verified the consistency with
the financial statements, or with the underlying information
used to prepare these financial statements and, where
applicable, with the information obtained by your company
from controlled companies included in the scope of
consolidation. Based on these procedures, we attest the
accuracy and fair presentation of this information.
With respect to the information relating to items that your
company considered likely to have an impact in the event
of a public takeover bid or exchange offer, provided pursuant
to Article L.22-10-11 of the French Commercial Code, we
have agreed this information to the source documents
communicated to us. Based on these procedures, we have
no observations to make on this information.
Other information
In accordance with French law, we have verified that the
required information related to shareholdings and control,
as well as the identity of the shareholders or holders of voting
rights, has been properly disclosed in the management report.
Report on Other Legal and Regulatory Requirements
Format of presentation of the financial
statements intended to be included
in the Annual Financial Report
We have also verified, in accordance with the professional
standard applicable in France relating to the procedures
performed by statutory auditors regarding the annual and
consolidated financial statements presented in the European
single electronic format, that the preparation of the financial
statements intended to be included in the annual financial
report mentioned in Article L. 451-1-2, I of the French Monetary
and
Financial
Code
(Code
monétaire
et
financier),
prepared under the responsibility of the Chairman and Chief
Executive Officer, complies with the single electronic
format defined in European Delegated Regulation (EU) No.
2019/815 of 17 December 2018. Based on the work we have
performed, we conclude that the presentation of the
annual financial statements, intended to be included in the
annual financial report, complies, in all material respects,
with the European Single Electronic Format.
It is not within our scope to verify whether the annual
financial statements that your company will ultimately
include in the annual financial report filed with the AMF
correspond to those on which we conducted our work.
Appointment of the Statutory Auditors
We were appointed as Statutory Auditors of Casino,
Guichard-Perrachon by the Annual General Meetings held
on 29 April 2010, for Deloitte & Associés and on 10 May 2022,
for KPMG S.A.
As of 31 December 2024, Deloitte & Associés was in its
fifteenth year of uninterrupted engagement and KPMG S.A.
in its third year of uninterrupted engagement.
Responsibilities of Management and Those Charged with Governance
for the Financial Statements
Management is responsible for the preparation and fair
presentation of the financial statements in accordance with
French accounting principles and for such internal control
as management determines is necessary to enable the
preparation of financial statements that are free from
material misstatement, whether due to fraud or error.
In preparing the financial statements, management is
responsible for assessing the Company’s ability to continue
as a going concern, disclosing, as applicable, matters related
to going concern and using the going concern basis of
accounting unless it is expected to liquidate the Company
or to cease operations.
The Audit Committee is responsible for monitoring the
financial reporting process and the effectiveness of internal
control and risk management systems and where applicable,
its internal audit, regarding the accounting and financial
reporting procedures.
The financial statements were approved by the Board of
Directors
GROUPE CASINO – 2024 UNIVERSAL REGISTRATION DOCUMENT
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2
FINANCIAL AND ACCOUNTING INFORMATION
Parent company financial statements for the year ended 31 December 2024
Statutory Auditors’ Responsibilities for the Audit of the Financial Statements
Objectives and audit approach
Our role is to issue a report on the financial statements. Our
objective is to obtain reasonable assurance about whether
the financial statements, as a whole, are free from material
misstatement. Reasonable assurance is a high level of assurance,
but is not a guarantee that an audit conducted in accordance
with professional standards will always detect a material
misstatement when it exists. Misstatements can arise from
fraud or error and are considered material if, individually
or in the aggregate, they could reasonably be expected
to influence the economic decisions of users taken on the
basis of these financial statements.
As specified in Article L.821-55 of the French Commercial
Code (Code de commerce), our statutory audit does not
include assurance on the viability of the Company or the
quality of management of the affairs of the Company.
As part of an audit conducted in accordance with professional
standards applicable in France, the statutory auditor exercises
professional
judgement
throughout
the
audit
and
furthermore:
• Identifies and assesses the risks of material misstatement
of the financial statements, whether due to fraud or error,
designs and performs audit procedures responsive to
those risks, and obtains audit evidence considered to be
sufficient and appropriate to provide a basis for his opinion.
The risk of not detecting a material misstatement resulting
from fraud is higher than for one resulting from error, as
fraud may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal control.
• Obtains an understanding of internal control relevant to
the audit in order to design audit procedures that are
appropriate in the circumstances, but not for the purpose
of expressing an opinion on the effectiveness of the
internal control.
• Evaluates the appropriateness of accounting policies used
and the reasonableness of accounting estimates and related
disclosures made by management in the financial statements.
• Assesses the appropriateness of management’s use of
the going concern basis of accounting and, based on the
audit evidence obtained, whether a material uncertainty
exists related to events or conditions that may cast
significant doubt on the Company’s ability to continue as
a going concern. This assessment is based on the audit
evidence obtained up to the date of his audit report. However,
future events or conditions may cause the Company
to cease to continue as a going concern. If the statutory
auditor concludes that a material uncertainty exists, there
is a requirement to draw attention in the audit report
to the related disclosures in the financial statements or,
if such disclosures are not provided or inadequate, to modify
the opinion expressed therein.
• Evaluates the overall presentation of the financial statements
and assesses whether these statements represent the
underlying transactions and events in a manner that
achieves fair presentation.
Report to the Audit Committee
We submit to the Audit Committee a report which includes,
in particular, a description of the scope of the audit and the
implemented audit programme, as well as the results of
our audit. We also report any significant deficiencies in
internal control regarding the accounting and financial
reporting procedures that we have identified.
Our report to the Audit Committee includes the risks of material
misstatement that, in our professional judgement, were
of most significance in the audit of the financial statements
of the current period and which are therefore the key audit
matters that we are required to describe in this report.
We also provide the Audit Committee with the declaration
provided for in Article 6 of Regulation (EU) N° 537/2014,
confirming our independence within the meaning of the
rules applicable in France such as they are set in particular
by Articles L.821-27 to L.821-34 of the French Commercial
Code (Code de commerce) and in the French Code of
Ethics (Code de déontologie) for statutory auditors. Where
appropriate, we discuss with the Audit Committee the risks
that may reasonably be thought to bear on our independence,
and the related safeguards.
Paris-La Défense and Lyon, 11 March 2025
The statutory Auditors,
KPMG S.A.
DELOITTE & ASSOCIES
Eric ROPERT
Rémi VINIT-DUNAND
Stéphane RIMBEUF
Associé
Associé
Associé
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2
FINANCIAL AND ACCOUNTING INFORMATION
Parent company financial statements for the year ended 31 December 2024
2.6.2
Parent company financial statements
Income statement
(€ millions)
Notes
2024
2023
Operating income
3
98
123
Operating expenses
3
(95)
(113)
Operating profit
3
10
Net financial income (expense)
4
(2,214)
(9,843)
Recurring profit (loss) before tax
(2,212)
(9,833)
Net non-recurring income (expense)
5
(118)
(112)
Income tax benefit (expense)
6
98
(76)
NET PROFIT (LOSS)
(2,231)
(10,021)
GROUPE CASINO – 2024 UNIVERSAL REGISTRATION DOCUMENT
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2
FINANCIAL AND ACCOUNTING INFORMATION
Parent company financial statements for the year ended 31 December 2024
Statement of financial position
Assets
(€ millions)
Notes
2024
2023
Intangible assets
7
1
3
Property and equipment
7
7
8
Long-term investments(a)
8
9,846
9,581
Non-current assets
9,853
9,592
Trade and other receivables
9
344
589
Cash
1
1
Current assets
345
591
Prepayments and other assets
1
1
TOTAL ASSETS
10,199
10,184
(a)
o/w loans due within one year
13
28
Equity and liabilities
(€ millions)
Notes
2024
2023
Equity
10
1,902
(2,273)
Quasi-equity
11
-
1,350
Provisions
12
4,900
2,557
Loans and other borrowings
13
1,433
3,774
Casino Finance and other related company loans
13
764
825
Casino Finance current account
13
1,103
3,779
Trade payables
36
75
Tax and employee benefits payable
13
28
Other liabilities
14
48
70
Total liabilities(a)
3,397
8,550
Deferred income and other liabilities
-
-
TOTAL EQUITY AND LIABILITIES
10,199
10,184
(a)
due within one year
1,361
7,924
due in one to five years
2,036
626
due in more than five years
-
-
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2
FINANCIAL AND ACCOUNTING INFORMATION
Parent company financial statements for the year ended 31 December 2024
Statement of cash flows
(€ millions)
2024
2023
Net profit (loss)
(2,231)
(10,021)
Elimination of non-cash items
• Depreciation, amortisation and provisions (other than on current assets)
2,061
9,451
• (Gains) losses on disposals of non-current assets
3
7
• Other non-cash items
-
135
Net cash from operating activities before change in working capital, net finance costs
and income tax
(167)
(428)
Change in working capital – operating activities(1)
213
112
Net cash from (used in) operating activities (A)
46
(316)
Purchases of non-current assets
(2)
(9)
Proceeds from disposals of non-current assets
1
24
Change in loans and advances granted
16
(3)
Net cash from investing activities (B)
12
13
Dividends paid to shareholders
-
-
Capital increase/decrease
1,198
-
Proceeds from new borrowings(2)
1,427
-
Repayments of borrowings
(8)
(119)
Net cash used in financing activities (C)
2,617
(119)
CHANGE IN CASH AND CASH EQUIVALENTS (A + B + C)
2,680
(422)
Cash and cash equivalents at beginning of year
(3,782)
(3,360)
Cash and cash equivalents at end of year (Note 13)
(1,102)
(3,782)
O/w:
Casino Finance current account
(1,103)
(3,779)
Cash and cash equivalents in the statement of financial position
1
2
Bank overdrafts
-
(5)
(1)
Change in working capital.
(2)
In 2024, the €1,427 million cash flow item relates to the financial restructuring, more specifically to the transfer of the RCF with a nominal value of
€2,051 million from Casino Finance to the Company. It should be noted that the €711 million reinstated RCF is now attributed to Monoprix.
Furthermore, the non-reinstated portion of the RCF was subsequently converted into equity, as were other debts, with no impact on cash flow.
Change in working capital
(€ millions)
2024
2023
Trade payables
(39)
41
Trade receivables
(7)
(12)
Current accounts
166
(34)
Other operating payables
29
14
Other operating receivables
64
103
CHANGE IN WORKING CAPITAL
213
112
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147
2
FINANCIAL AND ACCOUNTING INFORMATION
Parent company financial statements for the year ended 31 December 2024
2.6.3
Notes to the parent company financial statements
NOTES TO THE FINANCIAL STATEMENTS
148
Note 1
Significant events of the year
148
Note 2
Significant accounting policies
155
Note 3
Operating profit
158
Note 4
Net financial income (expense)
159
Note 5
Net non-recurring income (expense)
159
Note 6
Income tax benefit
160
Note 7
Intangible assets and property
and equipment
160
Note 8
Long-term investments
161
Note 9
Trade and other receivables
163
Note 10
Equity
163
Note 11
Quasi-equity
164
Note 12
Provisions
164
Note 13
Loans and other borrowings
166
Note 14
Other liabilities
168
Note 15
Transactions and balances
with related companies
168
Note 16
Off-balance sheet commitments
168
Note 17
Currency risk
169
Note 18
Equity risk
169
Note 19
Gross compensation and benefits
of directors and officers
169
Note 20
Consolidation
169
Note 21
Subsequent events
169
148
2024 UNIVERSAL REGISTRATION DOCUMENT – GROUPE CASINO
2
FINANCIAL AND ACCOUNTING INFORMATION
Parent company financial statements for the year ended 31 December 2024
NOTES TO THE FINANCIAL STATEMENTS
Casino, Guichard-Perrachon is a French société anonyme, listed in compartment C of Euronext Paris. The Company will
hereinafter be referred to as “Casino” or “the Company”. The Company and its subsidiaries will hereinafter be referred to as
“the Group” or “Casino Group”. The Company's registered office is at 1, cours Antoine Guichard, 42008 Saint-Étienne, France.
NOTE 1
SIGNIFICANT EVENTS OF THE YEAR
1.1
Financial restructuring of the Group and share capital transactions
On 27 March 2024, Casino, Guichard-Perrachon completed
the restructuring of its debt, leading to a reduction of €5.1 billion
in consolidated gross debt. This involved carrying out the
final transactions provided for in Casino's safeguard plan
approved by the Paris Commercial Court on 26 February 2024
(the “Accelerated Safeguard Plan”) and the accelerated
safeguard plans of its relevant subsidiaries, also approved by
the Paris Commercial Court on 26 February 2024, as follows:
• new money equity of €1,200 million through:
• a share capital, without pre-emptive subscription rights
in favour of France Retail Holdings (term equivalent to
the term “SPV Consortium” as defined in the Accelerated
Safeguard Plan) by issuing 21,264,367,816 new ordinary
shares for a gross amount including share premium of
€925 million, underwritten by France Retail Holdings in
full and in cash on 26 March 2024, at a subscription
price (including share premium) of €0.0435 per new
ordinary share issued pursuant to said capital increase,
• a share capital increase, without pre-emptive subscription
rights in favour of the Secured Creditors, the Noteholders
and the TSSDI Holders who participated in the Backstopped
Share Capital Increase (as this term is defined hereafter)
in accordance with the Lock-up Agreement (as the
equivalent French term is defined in the Accelerated
Safeguard Plan) and the Guarantors (term equivalent to
the term “Backstop Group” as defined in the Accelerated
Safeguard Plan) by issuing 5,965,292,805 new ordinary
shares for a gross amount including share premium of
€275 million, at a subscription price (including share
premium) of €0.0461 per new ordinary share issued
pursuant to said capital increase, subscribed in full and
in cash between 14 March 2024 and 22 March 2024
(the “Backstopped Share Capital Increase” and, together
with the Share Capital Increase Reserved for Secured
Creditors, the Share Capital Increase Reserved for
Noteholders, the Share Capital Increase Reserved for TSSDI
Holders and the Share Capital Increase Reserved for the
SPV Consortium, the “Share Capital Increases”);
• conversion of €5.2 billion of debt (including TSSDIs and
interest) into equity of €413 million (of which €100 million
nominal amount) through:
• a share capital increase, without pre-emptive subscription
rights, in favour of the Secured Creditors (as the equivalent
French term is defined in the Accelerated Safeguard Plan)
by issuing 9,112,583,408 new ordinary Casino shares with
a nominal value of €91 million, subscribed on 27 March 2024
by offsetting its amount against the "Residual Secured
Loans" (as defined in the Accelerated Safeguard Plan),
• a share capital increase, without pre-emptive subscription
rights, in favour of the Unsecured Creditors (as the
equivalent French term is defined in the Accelerated
Safeguard Plan) by issuing 706,989,066 new ordinary
shares to each of which is attached a warrant giving
the right to subscribe for ordinary shares (the
“#3 Share Warrants”) at an exercise price per share
equal to €0.1688, together giving the right to subscribe
for a total number of 1,082,917,221 new ordinary Casino
shares with a nominal value of €7 million, subscribed
on 27 March 2024 by offsetting its amount against the
Unsecured Loans (as defined in the Accelerated
Safeguard Plan),
• a share capital increase, without pre-emptive subscription
rights, in favour of the TSSDI Holders (as defined in the
Accelerated Safeguard Plan) by issuing 146,421,410 new
ordinary shares with a nominal value of €1 million,
subscribed on 27 March 2024 by offsetting its amount
against the TSSDI debt (as defined in the Accelerated
Safeguard Plan);
• issue of 2,275,702,822 warrants at an exercise price of one
euro cent (€0.01), giving the right to subscribe to one (1) new
ordinary Casino share per warrant, each issued and freely
allocated by Casino under an issue, without pre-emptive
subscription rights, in favour of the Backstop Group and
the Secured Creditors who participated in the Backstopped
Share Capital Increase under the conditions set out in the
Lock-up Agreement (the “Additional Equity Share Warrants”);
• issue of 2,111,688,559 warrants at an initial exercise price of
€0.0461, giving the right to subscribe to one (1) new ordinary
Casino share per warrant, issued and freely allocated by
Casino under the share capital increase, without pre‑emptive
subscription rights, in favour of France Retail Holdings and
the Backstop Group (the “#1 Share Warrants”); and
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FINANCIAL AND ACCOUNTING INFORMATION
Parent company financial statements for the year ended 31 December 2024
• issue of 542,299,330 warrants at an exercise price of
€0.0000922, giving the right to subscribe to one (1) new
ordinary share per warrant, issued and freely allocated by
Casino under the share capital increase, without pre‑emptive
subscription rights, in favour of France Retail Holdings
and the Initial Guarantors (or “Initial Backstop Group” as
defined in the Accelerated Safeguard Plan);
• a €2.7 billion refinancing package to be provided by the
Group's main creditors, comprising:
• a reinstated four-year RCF of €711 million (held by the
operating financing providers) maturing in March 2028
with an interest rate based on the Euribor (0% floor)
1.5% during the first 24 months, then Euribor (0% floor)
2%. This credit line benefits from an 18-month covenant
holiday as from the restructuring completion date, and
compliance with the covenants will therefore be tested
for the first time at 30 September 2025,
• a reinstated €1,410 million Term Loan (for which the
creditors are the existing TLB lenders and the existing
RCF lenders at the date of restructuring who are not
providers of operating financing) with a three-year term,
due in March 2027, and with an interest rate of 6% for
the first nine months and 9% thereafter (paid in cash).
This credit line benefits from an 18-month covenant
holiday as from the restructuring completion date, and
compliance with the covenants will therefore be tested
for the first time at 30 September 2025,
• €491 million worth of notes issued by Quatrim (restructured
Quatrim note debt amounted to €581 million, including
€14 million in interest and before taking into account
the €90 million segregated account) reinstated with
a three-year maturity extension to January 2027 and
an additional one-year extension option exercisable by
the issuer. The financial restructuring resulted in the
ring-fencing of Quatrim from the rest of the Group.
This Quatrim note debt will be repaid via an asset
divestment programme agreed with its creditors, who
have limited recourse to certain of the Group’s other assets;
• operating financing for an initial total amount at
the restructuring date of approximately €1,270 million
(approximately €1,090 million at 31 December 2024), with
a two-year term as from 27 March 2024 and a one-year
extension option exercisable by Casino (except for €13 million
of government-backed loans received by Cdiscount which
cannot be extended) subject in particular to compliance
with the hard covenants of the reinstated RCF.
Following Casino's financial restructuring, the Group is now
controlled by France Retail Holdings S.à.r.l. (an entity ultimately
controlled by Daniel Křetínský).
These plans also provided for the financial restructuring
operations involving the Company's share capital described
below (Note 10):
• on 11 March 2024, the Board of Directors decided to reduce
the share capital due to losses (by reducing the nominal
value of Casino shares from €1.53 to €0.01 per share);
• following the simultaneous completion of the Share Capital
Increases and the issue and allocation of the Share Warrants,
a reverse stock split was carried out on the Company’s
shares, such that 100 ordinary shares with a nominal value
of one euro cent (€0.01) each were exchanged for one
new share with a nominal value of one euro (€1) each;
• following the reverse stock split, the Company's share capital
was reduced by reducing the nominal value of the shares
from one euro (€1) to one euro cent (€0.01) per share, with
the difference transferred to a restricted reserves account.
Effects of these events on the Company's
equity, debt and results for the year ended
31 December 2024
As part of the financial restructuring carried out in 2024,
and specifically the conversion of unsecured debt into
equity as part of the capital increase, the Company noted
the following:
• a €372 million capital increase, corresponding to the
issue of 37,195,654,505 shares, with a share premium of
€6,036 million, representing a total of €6,408 million;
• a total of €5,208 million in debt reduction corresponding
to the principal and interest due to unsecured creditors.
Financial restructuring costs amounted to €78 million over
the year. All the costs incurred during the restructuring
were recorded on the income statement (non-recurring
expense) for €78 million, except for costs directly related to
the issue of equity instruments, which were deducted from
equity for €2 million.
Impacts on the Company's governance
As part of the Group’s financial restructuring in accordance
with the Accelerated Safeguard Plan approved by the Paris
Commercial Court on 26 February 2024, the governance of
the Company was adapted with effect from the restructuring
completion date on 27 March 2024. The governance changes
reflect the new ownership structure and change of control
of Casino, which is now controlled by France Retail Holdings
S.à.r.l., an entity ultimately controlled by Daniel Křetínský.
Substantially all members of the Board of Directors have been
replaced, and the functions of Chairman of the Board of
Directors and Chief Executive Officer have been separated, with:
• Laurent Pietraszewski, Independent Director, appointed
as Chairman of the Board of Directors; and
• Philippe Palazzi appointed as Chief Executive Officer and
Director.
150
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FINANCIAL AND ACCOUNTING INFORMATION
Parent company financial statements for the year ended 31 December 2024
The Board of Directors is supported by four Specialised
Committees:
• the Strategy Committee;
• the Audit Committee;
• the Appointments and Compensation Committee;
• the Governance and Social Responsibility Committee.
These committees are organised in accordance with the
recommendations of the Afep-Medef Corporate Governance
Code, particularly as regards the membership and remit
of the Audit Committee and the Appointments and
Compensation Committee.
1.2
Changes in governance at Monoprix and Naturalia
On 24 September 2024, as part of the implementation of
the Group's transformation plan, a new governance structure
was adopted for Monoprix and Naturalia in the interests of
strategic and operating consistency:
• Philippe Palazzi, Chief Executive Officer of the Group, was
appointed Chairman of Monoprix and Naturalia.
• Alfred Hawawini, previously the Group’s Transformation
and Strategy Director, was appointed Chief Executive Officer
of Monoprix.
• Richard Jolivet, Chief Executive Officer of Naturalia, now
reports directly to Philippe Palazzi, marking Naturalia's
elevation to the same rank as the Group's other brands.
1.3
Employment protection plan (EPP) resulting from the Group's
transformation plan
On 24 April 2024, Casino Group launched a plan to reorganise
its business following the sale of its hypermarkets and
supermarkets, with 3,230 jobs expected to be eliminated.
Employment protection plan (EPP) agreements were negotiated
and signed with the trade unions in the seven companies
concerned and have been validated by the authorities.
The EPPs are currently being implemented and to date,
around 90% of the employees whose jobs are being eliminated
have been notified. Over 1,000 redundancies have been
avoided thanks to voluntary redundancy and internal
redeployment schemes. The Group's objective has been
to keep forced redundancies to a minimum.
1.4
Sale of Éxito
On 26 January 2024, Casino Group announced that it had
sold its 34.05% direct stake in Éxito through the tender
offers for Éxito shares launched in the United States and
Colombia by the Calleja group. This transaction followed on
from the announcements made on 16 October 2023 and
11 December 2023.
Grupo Pão de Açúcar (“GPA”), a Brazilian company controlled
at the time by Casino Group, also tendered its 13.31% stake
in Éxito to the offers.
At the close of the offer period, the Calleja group held
86.84% of the capital of Éxito. Accordingly:
• Casino Group received gross proceeds of USD 400 million
(€358 million net of transaction costs);
• GPA received gross proceeds of USD 156 million;
• Casino and GPA no longer hold any shares in Éxito
following these transactions.
This transaction has no direct accounting impact on the
Company's financial statements, but is taken into account
in the valuation of Segisor's shares.
1.5
Increase in GPA's capital and loss of control
On 14 March 2024, the Group announced that it had completed
an offering of new shares in Grupo Pão de Açúcar ("GPA").
A total of 220 million new shares were issued at a price of BRL 3.2
per share, representing total proceeds of BRL 704 million
(approximately €130 million).
As a result of this transaction, the Group no longer holds a
controlling interest in GPA:
• Casino Group’s interest in GPA was diluted to 22.5% and
it ceased to be GPA’s majority shareholder;
• the Group's representation on GPA's Board of Directors
was reduced to two members, resulting in the loss of
control of this entity.
This transaction has no direct accounting impact on the
Company's financial statements, but is taken into account
in the valuation of the shares in the intermediate holding
companies that own GPA (in particular Segisor and Tevir).
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FINANCIAL AND ACCOUNTING INFORMATION
Parent company financial statements for the year ended 31 December 2024
1.6
Disposal of Casino France hypermarkets and supermarkets
(including Codim)
As part of its restructuring and strategic refocusing, on
18 December 2023, Casino Group began exclusive negotiations
for the sale of nearly all its hypermarkets and supermarkets
in France.
Following these discussions, successive agreements were signed
with Auchan Retail France, Groupement Les Mousquetaires
and Carrefour, setting out the terms and conditions of
the sale of 287 stores and adjoining service stations, for
an enterprise value of between €1.3 billion and €1.35 billion.
These sales constituted a global and indivisible transaction
between the various buyers.
The agreements included:
• a unilateral purchase agreement with Auchan Retail France;
• a memorandum of understanding with Groupement
Les Mousquetaires, including a draft purchase agreement;
• a supplementary agreement signed on 8 February 2024
with Carrefour for the purchase of some of the stores that
Groupement Les Mousquetaires had initially planned
to acquire.
Inclusion in the transactions of logistics
activities and employee-related
commitments
Under the terms of the agreements, certain logistics activities
and strategic warehouses were included in the transaction,
as follows:
• Auchan
has
taken
over
the
operation
of
the
Aix‑en‑Provence 1 warehouse;
• logistics service contracts for the Montélimar Frais,
Corbas Gel and Salon-de-Provence Gel sites have been
transferred to Groupement Les Mousquetaires;
• ID Logistics, a partner of Groupement Les Mousquetaires,
has taken over an additional logistics base in the
centre‑east of France.
Groupement Les Mousquetaires and Auchan have also
committed to:
• taking over the employment contracts of all the employees
working in the stores and adjoining service stations, in line
with the requirements of Article L. 1224-1 of the French
Labour Code;
• maintaining the employee benefits provided under the
Casino collective bargaining agreement for 15 months,
unless more favourable conditions applied or a replacement
agreement was negotiated (Articles L. 2261-14 et seq. of
the French Labour Code);
• encouraging Casino Group employees to apply for open
positions or offer them the opportunity to become store
managers.
An HR monitoring committee was set up with the buyers to
support the transition in coordination with the labour
inspectors responsible for overseeing implementation of
the Accelerated Safeguard Plan.
The disposals were spread over 2024, as follows:
Date
Number of stores sold
Breakdown
30 April 2024
121
78 supermarkets, 42 hypermarkets and 1 Drive location
31 May 2024
90
79 supermarkets, 10 hypermarkets and 1 Leader Price store
1 July 2024
71
63 supermarkets, 5 hypermarkets, 1 Spar and 2 Drive locations
30 September 2024
64
52 supermarkets, 1 hypermarket and 11 Franprix/Leader Price/Casino stores
October and November 2024
2
2 supermarkets
In all, 348 stores were sold in 2024, as follows:
• sale of 277 stores to Groupement Les Mousquetaires,
Auchan Retail France and Carrefour, in accordance with
the agreements signed on 24 January and 8 February 2024;
• sale of the Group’s 51% remaining stake in 65 stores that
were already 49%-owned by Groupement Les Mousquetaires
(agreement dated 26 May 2023);
• sale on 30 September 2024 of an additional four
supermarkets converted to the Super U and Lidl banners;
• sale in October and November 2024 of two supermarkets,
including one store converted to the Triangle banner and
another sold to Carrefour.
On 1 October 2024, the Group announced that it had
completed the sale of 100% of Codim 2 to the Rocca group
in accordance with the agreements announced on
22 June 2024. Codim 2 operated four hypermarkets, nine
supermarkets, three cash & carry outlets and two Drive
locations in Corsica, together representing net sales of
€332 million in 2023. The Rocca group has taken over all the
stores, which have been converted to the Auchan banner,
as well as all employees working in the stores and at
Codim 2’s head office.
The hypermarket and supermarket activity is close to being
discontinued. The last two supermarkets operated by the
Group are due to be sold in first-quarter 2025.
These transactions have no direct accounting impact on
the Company's financial statements, but are mainly taken
into account in the valuation of Distribution Casino France’s
shares.
152
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FINANCIAL AND ACCOUNTING INFORMATION
Parent company financial statements for the year ended 31 December 2024
1.7
End of the Sirius Achats partnership (purchase of technical goods:
large and small household appliances; audiovisual equipment)
On 24 April 2024, after almost two years, BUT, Conforama,
MDA Company, Casino Group and Intermarché decided, in
accordance with the terms of their agreements, to
terminate their central purchasing hub Sirius Achats with
effect from 15 June 2024. Each banner can now forge new
partnerships in technical goods purchasing or deepen
intra-group synergies.
1.8
Statutory buyout by Casino and France Retail Holdings
of all issued shares in Cnova
On 7 May 2024, France Retail Holdings S.à.r.l. ("FRH", an
entity ultimately controlled by Daniel Křetínský) and
Casino, Guichard-Perrachon, jointly submitted a petition to
the Enterprise Chamber of the Amsterdam Court of Appeal
in the Netherlands ("Enterprise Chamber") pursuant to
Article 5:72(3) and/or Article 5:71(1) of the Dutch Financial
Supervision Act (Wet op het financieel toezicht – "Wft") for
an exemption from the obligation to file a public tender
offer as referred to in Article 5:70 of the Wft.
On 17 October 2024, Casino Guichard-Perrachon initiated
statutory buyout proceedings (uitkoopprocedure), in accordance
with Article 2:92a of the Dutch Civil Code (“DCC”), with the
Enterprise Chamber of the Court of Appeal in Amsterdam,
the Netherlands (the “Enterprise Chamber”), for the purpose
of acquiring all issued shares in Cnova N.V.
The statutory buyout followed the judgement that FRH and
Casino received from the Enterprise Chamber on 20 June 2024,
granting FRH an exemption from making a mandatory
tender offer. This exemption was subject to the condition
that Casino would, within four months of the judgement,
initiate statutory buyout proceedings (uitkoopprocedure)
in accordance with Article 2:92a of the DCC. In the press
release announcing the statutory buyout, Casino also made
reference to the press release dated 21 June 2024.
In the buyout proceedings, Casino requested the Enterprise
Chamber to implement the transfer of the Cnova shares
held by the minority shareholders of Cnova to Casino, for
a buyout price of €0.09 per share (or for a higher price
which would be determined by the Enterprise Chamber),
plus statutory interest as from 30 June 2024. Eight Advisory,
valorisation expert, was appointed in the context of the buyout
proceedings and prepared a valuation report confirming
the buyout price of €0.09. The buyout proceedings were
initiated by the delivery of a summons to the minority
shareholders of Cnova.
On 11 February 2025, the Enterprise Chamber rendered its
judgement in the buyout proceedings, ruling that €0.09
was a fair buyout price per share in Cnova (Note 21). Once
the share transfer has been completed, Casino will apply to
delist the Cnova shares from Euronext Paris.
Casino holds 98.83% of Cnova’s capital and voting rights,
directly and indirectly (including treasury shares). The
4,034,902 shares held by minority shareholders and subject
to the statutory buyout proceedings represent 1.17% of
Cnova's share capital.
This transaction has no direct impact on the Company's
financial statements for the year ended 31 December 2024.
1.9
Disposal of the remaining stake in GreenYellow
On 28 May 2024, the Group completed the sale of its remaining
10.15% stake in GreenYellow to Ardian and Bpifrance. As an
essential and decisive condition of this transaction, all the
sums owed between the Casino and GreenYellow groups as
a result of the sale of the hypermarkets and supermarkets
to Groupement Les Mousquetaires and Auchan, as authorised
under the Accelerated Safeguard Procedure, have been settled.
The amount actually received by Casino was €45 million, for
a transaction value of €115 million.
Casino Group no longer holds any stake in GreenYellow
following this disposal.
This transaction has no direct impact on the Company's
financial statements for the year ended 31 December 2024.
1.10
Creation of the Aura Retail alliance
On 23 September 2024, Intermarché, Auchan and Casino(1)
announced that they were cementing their long-term
purchasing
partnership
with
the
creation
of
the
Aura Retail alliance.
At a time when purchasing power remains the number one
concern for the French, and the country emerges from
a period of high inflation, the Aura Retail alliance and its five
operating structures will capitalise on the strengths
and complementarities of Intermarché-Netto, Auchan and
Casino to strengthen the weight of the three groups in
commercial negotiations with major manufacturers.
The Aura Retail structures will also offer additional development
and innovation opportunities to other manufacturers with
whom the three groups have long-standing partnerships.
(1)
Casino, Franprix, Monoprix and Cdiscount
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FINANCIAL AND ACCOUNTING INFORMATION
Parent company financial statements for the year ended 31 December 2024
This alliance comprises five operating units offering 10-year
purchasing partnerships between the three groups.
For food purchases, Aura Retail will be made up of three
central purchasing units managed by Intermarché:
• Aura Retail Achats Alimentaires will operate purchasing
synergies for some 200 national brand FMCG manufacturers
for the Intermarché-Netto, Auchan and Casino banners.
The company, based in Massy, in the Paris region, will
be managed by Emmanuel Lavit (Chairman) and
Frédéric Lecoq (CEO).
• Aura Retail International Food Services will negotiate
international services with major multinational industrial
groups and offer synergies in the many European countries
where the partners are based (Portugal, Spain, France,
Belgium, Luxembourg, Poland, Romania and Hungary).
The Brussels-based company will be managed by
Jean‑Baptiste Berdeaux (Chairman of the Board of
Directors) and Olivier Mercier (CEO).
• Aura Retail Private Label will enable European food
manufacturers marketing private labels to benefit from
more market efficient access via joint tender offers by the
Intermarché, Auchan and Casino groups. The company,
based in Massy, in the Paris region, will be managed by
Emmanuel Lavit (Chairman), Jérôme Dumont (Operations
Director) and Corinne Aubry-Lecomte (General Secretary).
For non-food purchases of national brands, two structures
have been set up by Aura Retail and managed by Auchan:
• Aura Retail Achats Non Alimentaires will offer synergies to
the 100 largest manufacturers selling national non-food
brands. The company, based in Villeneuve-d'Ascq in
northern France, will be managed by Stéphane Boennec
(Chairman) and Isabelle Saluden (CEO).
• Aura Retail International Non-Food Services will market
international services to leading multinational non-food
manufacturers. The Luxembourg-based company will be
managed by Arnaud Bricmont (Chairman of the Board of
Directors) and Dimitri Proskurovsky (CEO).
Lastly, for private label non-food products, the three groups
will consolidate their purchases via the existing Organisation
Intragroupe des Achats (OIA) central purchasing unit, a
subsidiary of Auchan. This company, which already buys
private label non-food ranges for all countries where Auchan
is present, will be able to accept business volumes from
Intermarché and Casino as part of joint tender offers.
These partnerships have been built in strict compliance
with applicable competition law and regulations. They have
been submitted to the relevant competition authorities and
employee representative bodies.
Each partner retains full independence in terms of its
commercial, pricing and promotional policies, as well as in
terms of store network development.
1.11
Casino Group's “Renouveau 2028” strategic plan
On 14 November 2024, the Group published a strategic plan
named "Renouveau 2028", with the aim of becoming the
best of brands in convenience retailing.
After focusing on its financial, managerial and organisational
restructuring plan, the Group is now entering a new phase
of its recovery and development. The plan has been rolled
down to each of its brands (Monoprix, Franprix, Casino,
Cdiscount, Naturalia, Spar and Vival).
The Group intends to reinvent convenience by focusing on
its three key markets, in each case with the aim of:
• being the meeting place for daily food shopping;
• becoming a major player in quick meal solutions;
• being the leader in providing new everyday services.
The Group will get the transformation under way by leveraging
five strategic drivers:
• strong, unique and complementary brands that, together,
meet customers’ needs across France;
• a culture of service that will drive each brand to redefine
its relationship with its customers, franchisees, suppliers,
partners and vendors;
• Casino’s power as a group, enabling it to pool, optimise
and strengthen all support services;
• the unifying force represented by the teams’ energy and
expertise;
• the Group’s commitment to embodying its societal and
environmental values.
These various drivers described in the 2028 strategic plan
are designed to put Casino Group back on track to deliver
profitable and sustainable growth.
1.12
Transfer by Trinity of its shares in France Retail Holdings to EPEI III
On 19 November 2024, Casino, Guichard-Perrachon was
informed of the signing of a share purchase agreement by
which Trinity Investments Designated Activity Company,
whose management company is Attestor Limited (“Trinity”)
was to transfer to EP Equity Investment III S.à.r.l. (EPEI, an
entity ultimately controlled by Daniel Křetínský) its 7.65%
shareholding in France Retail Holdings S.à.r.l.
This transfer was completed on 1 February 2025 (Note 21).
It had no impact on the allocation of the share capital and
voting rights of Casino, which remains ultimately controlled
by Daniel Křetínský.
154
2024 UNIVERSAL REGISTRATION DOCUMENT – GROUPE CASINO
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FINANCIAL AND ACCOUNTING INFORMATION
Parent company financial statements for the year ended 31 December 2024
1.13
Sale of over €200 million of commercial real estate assets to Tikehau
Capital and repayment to holders of Quatrim secured notes
Following the signature in June 2024 of an agreement with
Tikehau Capital covering a portfolio of 30 real estate assets,
Casino Group announced that on Thursday, 26 September
2024, it had finalised the sale of 26 of these assets for a net
selling price of over €200 million, excluding subsequent
earnouts. The conditions precedent for the remaining four
assets could not be lifted within the timeframe set out
in the contract with Tikehau Capital. Buyers are currently
being actively sought for these assets.
The real estate portfolio sold to Tikehau Capital consists of
hypermarket and supermarket premises leased to Casino,
Intermarché, Carrefour and Auchan, as well as ancillary lots
within these real estate complexes, some of which offer real
estate development potential.
Tikehau Capital has entrusted the management of these
property assets to Casino Group for a period of five years.
The net proceeds of the sale were used to reduce Casino
Group’s debt toward the noteholders of its subsidiary Quatrim,
in line with applicable documentation. The total payment
to the noteholders amounted to €199 million, including
€190 million in principal and €8 million in accrued interest.
This payment reduced the nominal amount of the Quatrim
secured notes to €300 million.
This transaction has no direct impact on the Company's
financial statements for the year ended 31 December 2024.
1.14
Sale of €77 million of real estate assets to Groupement
Les Mousquetaires
On 3 December 2024, the Group signed a binding agreement
for the sale to Groupement Les Mousquetaires of a portfolio
of 69 real estate assets, consisting mainly of car parks, service
stations, supermarket premises and ancillary lots adjoining
stores now operated by Groupement Les Mousquetaires.
Payment of the sale price of €77 million was scheduled for
the first half of 2025. The transaction will reduce
Casino Group’s debt to the noteholders of its subsidiary
Quatrim.
This transaction has no direct impact on the Company's
financial statements for the year ended 31 December 2024.
1.15
Sale of a €50 million real estate portfolio to Icade Promotion
On 21 December 2024, the Group signed a binding agreement
to sell a portfolio of 11 real estate assets to Icade Promotion
for a sale price of €50 million. The portfolio consists of car parks,
undeveloped land, premises and ancillary plots adjoining
third-party operated stores, all with conversion potential.
At the same time, Casino Group and Icade Promotion signed
agreements under which Casino Immobilier will manage
some of this portfolio for a period of four years.
In addition, the agreements also provide for Casino Group
to potentially acquire a stake in certain companies that will
manage Icade’s property development projects.
For Casino Group, this transaction – which is in line with the
“Renouveau 2028” strategy in support of local authorities
and partners – will notably reduce the Group’s debt, in
particular vis-à-vis the noteholders of its subsidiary Quatrim.
Completion of the transactions is scheduled for the first half
of 2025.
This transaction has no direct impact on the Company's
financial statements for the year ended 31 December 2024.
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2
FINANCIAL AND ACCOUNTING INFORMATION
Parent company financial statements for the year ended 31 December 2024
NOTE 2
SIGNIFICANT ACCOUNTING POLICIES
General information
The parent company financial statements have been
prepared in accordance with Regulation No. 2014-03 issued
by the French accounting standards setter (Autorité des
normes comptables – ANC) on French generally accepted
accounting principles, as updated by subsequent regulations.
The accounting policies applied are consistent with those
used for the previous year.
The financial statements are presented in millions of euros.
The figures in the tables have been rounded to the nearest
million euros and include individually rounded data.
Consequently, the totals and sub-totals shown may not
correspond exactly to the sum of the reported amounts.
Going concern
As part of its Accelerated Safeguard Plan (Note 1.1), the Group
has restructured all of its gross debt (excluding IFRS 16
lease liabilities), resulting in a reduction of €5.1 billion in
consolidated debt, excluding TSSDIs.
At 31 December 2024, the Company's net debt amounted
to €2.3 billion (including inter-company financing for
€1.1 billion for assets and €3.3 billion for liabilities); overall,
it corresponds to the Group's consolidated €2.0 billion gross
debt, consisting primarily of the €1.4 billion reinstated
Term Loan and the €0.3 billion reinstated Quatrim note
debt (ring-fenced real estate debt).
The Group's liquidity position stood at €1.5 billion at
31 December 2024 (Note 13), comprising:
• available cash of €0.5 billion;
• confirmed credit lines totalling €1.0 billion, consisting
primarily of Monoprix’s reinstated undrawn RCF of
€711 million, which benefits from a covenant holiday until
30 September 2025.
The Board of Directors approved the financial statements
on a going concern basis, after taking into account the
information available to it as regards the Group’s future
development, in particular the cash forecasts for the next
12 months. These forecasts are mainly based on the
following factors:
• transformation and cost efficiency plan:
• business stabilisation followed by recovery at (i) Monoprix,
Franprix and Convenience in line with the strategic plan
initiated by the new management and focused primarily
on maintaining and developing the franchise network,
and at (ii) Cdiscount thanks to the reinvestment plan
launched in 2024,
• rapid implementation of cost-efficiency plans to restore
the Group's overheads/sales ratio to a sustainable level;
• management of the effects of selling the Casino France
hypermarkets and supermarkets:
• implementation of the employment protection plans
initiated by seven Group companies following the sale
of the hypermarket and supermarket businesses (Note 1.3),
• reallocation of resources and realignment of operating
costs to reflect the Group's new structure;
• drawdowns of financing facilities (in particular the
€711 million RCF) subject to compliance with banking
conditions (Note 13);
• the proposed sale of our remaining stake in GPA.
After analysing the risks and uncertainties in terms
of liquidity and considering the Group's ability to execute its
strategic plan and meet its financial commitments, the Board
of Directors validated the structured assumptions supporting
the preparation of the financial statements for the year
ended 31 December 2024 on a going concern basis.
Use of estimates and judgements
The preparation of financial statements requires Management
to make judgements, estimates and assumptions that may
affect the reported amounts of assets and liabilities and
income and expenses, as well as the disclosures made in
certain notes to the financial statements.
Due to the inherent uncertainty of assumptions, actual results
may differ from the estimates. Estimates and assessments
are reviewed at regular intervals and adjusted where
necessary to take into account past experience and any
relevant economic factors.
The judgements, estimates and assumptions are based on
the information available when the financial statements
are drawn up and mainly concern the measurement of
investments in subsidiaries and associates (Note 8) and
liquidity risk (Note 13).
156
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FINANCIAL AND ACCOUNTING INFORMATION
Parent company financial statements for the year ended 31 December 2024
Intangible assets
Intangible assets are measured at cost or transfer value
Where appropriate, an impairment loss is recognised to bring the carrying amount down to fair value, determined mainly on
the basis of profitability criteria.
Software is amortised over a period of five years.
Property and equipment
Property and equipment are recognised at their cost or
transfer value in the statement of financial position.
Depreciation is calculated using the straight-line or
reducing-balance method, depending on the asset’s specific
characteristics. Differences between straight-line depreciation
and reducing-balance depreciation charged for tax purposes
are recorded in provisions for accelerated depreciation.
The main depreciation periods (useful lives) are as follows:
Asset category
Depreciation period
Buildings
50 years
Fixtures, fittings and refurbishments
5 to 25 years
Machinery and equipment
5 to 10 years
The depreciable amount is the cost of property and
equipment less residual value (nil).
Property and equipment acquired through mergers or
asset transfers are depreciated over the period remaining
following the depreciation applied by the company that
originally held the assets concerned.
Long-term investments
Investments in subsidiaries and associates are recognised
at their cost or transfer value.
They are tested for impairment at each period end, to verify
that their carrying amount is not greater than their value in use.
Value in use is estimated based on several criteria including
the investee’s equity and its adjusted net asset value as
estimated by the discounted cash flows method or based
on observable inputs, when available (share price, expected
sale price in the case of subsidiaries held for sale), or based
on analyses performed by internal or external experts.
Further information is provided in Note 8.
If an investment’s value in use is less than its carrying amount,
an impairment loss is recognised for the difference (with
the exception of treasury shares recorded under long-term
investments and held for cancellation).
Additions to and reversals of impairment of investments in
subsidiaries and associates are recognised in financial income
and expense. Exceptionally, where impaired investments
are sold during the period, any reversals of impairment on
those shares are recognised in non‑recurring items in order
to present the disposal gain or loss net of reversals.
A similar method of determining fair value is also used
where appropriate for other long-term investments.
Investment acquisition costs are capitalised and amortised
for tax purposes over five years using the accelerated method.
Company accounting policy consists of recognising technical
deficits arising from merger transactions on a line-by-line
basis in non-current assets. In practice, all such deficits are
recognised in long-term investments due to the Company’s
activity as a holding company.
Marketable securities
Marketable securities are recognised at cost in the statement
of financial position.
Where appropriate, an impairment loss is recorded when
probable realisable value is lower than cost.
In the case of treasury shares, when the average share price
for the last month of the year falls below the carrying amount,
an impairment loss is recognised for the difference.
Impairment losses on other categories of investment securities
are determined by comparing cost and the average share
price of the investee for the last month of the year.
Receivables
Receivables are stated at nominal value. Provisions are booked to cover any default risks.
GROUPE CASINO – 2024 UNIVERSAL REGISTRATION DOCUMENT
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2
FINANCIAL AND ACCOUNTING INFORMATION
Parent company financial statements for the year ended 31 December 2024
Foreign currency translation adjustments
Liabilities and receivables denominated in foreign currencies
are translated into euros at the closing rate. Gains or losses
arising on translation are recorded in the statement of
financial position as unrealised foreign currency exchange
gains and losses within liabilities and assets, respectively.
A provision is recorded for unrealised foreign currency
exchange losses for the amount of the unhedged risk.
Provisions
The Company records a provision when it has an obligation
toward a third party, the amount of the obligation can
be reliably estimated and it is probable that an outflow
of resources embodying economic benefits will be required
to settle the obligation.
The Company grants its managers and other employees
retirement bonuses determined on the basis of their length
of service.
The projected benefit obligation representing the full amount
of the employee’s vested entitlements is recognised as a
provision in the statement of financial position. The amount
of the provision is determined using the projected unit credit
method taking into account social security contributions.
Actuarial gains and losses on retirement benefit obligations
are recognised in the income statement using the corridor
method. Under this method, the portion of the net cumulative
actuarial gain or loss that exceeds 10% of the greater of the
defined benefit obligation and the fair value of the plan
assets is recognised in earnings over the expected average
remaining working lives of the employees participating in
the defined benefit plan.
The Company has also set up stock option and share grant
plans for executives and employees.
A liability is recognised when it is probable that the Company
will grant existing shares to plan beneficiaries based on the
probable outflow of resources. The outflow of resources
is measured on the basis of the probable cost of purchasing
the shares if they are not already held by the Company or
their “entry cost” on the date of their allocation to the plan.
If the stock options or share grants are contingent upon the
employee's presence in the Company for a specific period,
the liability is deferred over the vesting period.
No liability is recognised for plans settled in new shares.
No provision is recognised if the Company has not yet decided
at the reporting date whether to settle the plans in new or
existing shares.
Other provisions concern specifically identified liabilities
and expenses.
Financial instruments
Hedging instruments
Hedge accounting principles are applied whenever a hedging
relationship
is
identified
by
management.
Hedging
documentation is then duly prepared in respect of that
relationship. Gains and losses on financial instruments used
by Casino to hedge and manage its exposure to currency
and interest rate risks are recognised in the income statement,
symmetrically with gains and losses on the item hedged.
The nominal amounts of forward contracts are included in
off-balance sheet commitments.
At 31 December 2024, Casino did not have any instruments
qualifying for hedge accounting.
Isolated open positions
Isolated open positions are all transactions that do not
qualify for hedge accounting. Gains and losses on transactions
that have been unwound are taken to the income statement.
Unrealised gains are recognised in the statement of
financial position but not in income. Unrealised losses are
recognised in the statement of financial position and
a provision is booked in this respect.
At 31 December 2024, Casino had no derivatives that did not
qualify for hedge accounting (i.e., no isolated open positions).
Net non-recurring income (expense)
Net non-recurring income (expense) results from events or transactions that do not correspond to Casino, Guichard‑Perrachon’s
ordinary activities as a holding company in view of their nature, frequency or materiality.
Income tax benefit (expense)
Casino, Guichard-Perrachon is head of a tax group that includes
most of its subsidiaries in France. At 31 December 2024, the
tax group consisted of 451 companies.
Subsidiaries in the tax group pay the portion of the tax group’s
income tax liability corresponding to the income tax that
they would have paid had they been taxable on a stand-
alone basis. The Company recognises the additional income
tax benefit or expense resulting from the difference between
the tax payable by the subsidiaries in the tax group and the
tax resulting from the calculation of consolidated profit (loss).
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FINANCIAL AND ACCOUNTING INFORMATION
Parent company financial statements for the year ended 31 December 2024
NOTE 3
OPERATING PROFIT
Breakdown
(€ millions)
2024
2023
Revenue from services
92
115
Other income
6
4
Reversals of provisions and impairment losses
-
5
Operating income
98
123
Other purchases and external expenses
(78)
(92)
Taxes and duties
(2)
(2)
Employee benefits expense
(13)
(17)
Depreciation, amortisation, impairment and provisions on:
• non-current assets
(2)
(2)
• current assets
-
-
• liabilities and expenses
-
-
Other expenses
(1)
(1)
Operating expenses
(95)
(113)
OPERATING PROFIT
3
10
Revenue from services
(€ millions)
2024
2023
Seconded employees
8
13
Banner royalties
15
30
Other services
69
72
REVENUE FROM SERVICES
92
115
The Company’s net sales mainly correspond to royalties received from subsidiaries for the use of trademarks and brands
owned by the Company, as well as services billed to subsidiaries.
In 2024, Casino, Guichard-Perrachon generated 96% of its net sales with companies based in France, versus 93% in 2023.
Average number of employees
The average number of managers in 2024 was 12, compared with 11 in 2023.
GROUPE CASINO – 2024 UNIVERSAL REGISTRATION DOCUMENT
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FINANCIAL AND ACCOUNTING INFORMATION
Parent company financial statements for the year ended 31 December 2024
NOTE 4
NET FINANCIAL INCOME (EXPENSE)
(€ millions)
2024
2023
Interest income and foreign currency gains(1)
103
106
Reversals of provisions and impairment losses(2)
324
2
Net gains on disposals of marketable securities
-
1
Financial income
427
108
Interest on bonds
(16)
(105)
Interest on TSSDIs
-
(55)
Interest on “Term Loan B”
(84)
(104)
Other interest expenses and foreign currency losses(1)
(138)
(222)
Amortisation and impairment(2)
(2,403)
(9,463)
Net losses on disposals of marketable securities
(1)
(2)
Financial expenses
(2,641)
(9,951)
NET FINANCIAL INCOME (EXPENSE)
(2,214)
(9,843)
(1)
Other financial income and expenses include interest on current accounts and loans to Group subsidiaries, as well as foreign currency gains and losses.
(2)
The main factors impacting impairments and provisions in 2024 were:
•
impairment losses on:
•
Distribution Casino France (€1,872 million to cover the negative net worth),
•
Cnova (€490 million, including €29 million in impairment and €461 million to cover the negative net worth),
•
Distribution Franprix (€20 million of impairment losses on current account),
•
Easydis and Geimex (€8 million and €5 million, respectively),
•
Dirca (€5 million to cover the negative net worth);
•
the reversal of impairment losses against:
•
Monoprix (€188 million),
•
Tevir (€71 million),
•
Casino Finance (€35 million),
•
Segisor (€28 million).
The main movements in amortisation and impairment in 2023 were as follows:
•
impairment losses on:
•
Distribution Casino France (€6,652 million, including €3,762 million in securities, €574 million in loans and current accounts (including DCF
subsidiaries) and €2,477 million to cover the negative net worth),
•
Segisor (€1,053 million in shares),
•
Monoprix (€787 million in shares),
•
Cnova (€433 million in shares),
•
Tevir (€242 million in shares),
•
Easydis (€59 million in shares),
•
Casino Finance (€18 million in shares),
•
Dirca (€47 million to cover the negative net worth of the holding company that indirectly owns the shares in the Le Club Leaderprice
E‑commerce business);
•
amortisation of bond redemption premiums for €9 million.
NOTE 5
NET NON-RECURRING INCOME (EXPENSE)
(€ millions)
2024
2023
Gains (losses) on disposals of intangible assets and property and equipment
(2)
-
Gains (losses) on disposals of investments in subsidiaries and associates(1)
-
(7)
Gains (losses) on disposals of assets
(2)
(7)
Additions to provisions
(16)
(2)
Reversals of provisions
13
3
Other non-recurring expenses
(122)
(146)
Other non-recurring income
8
39
NET NON-RECURRING INCOME (EXPENSE)
(118)
(112)
(1)
On disposal of investments in subsidiaries and associates, any reversals of provisions are presented under “Gains (losses) on disposals of investments
in subsidiaries and associates”.
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2024 UNIVERSAL REGISTRATION DOCUMENT – GROUPE CASINO
2
FINANCIAL AND ACCOUNTING INFORMATION
Parent company financial statements for the year ended 31 December 2024
The net non-recurring expense recorded in 2024 mainly
comprised:
• costs relating to the Group's financial restructuring for
€73 million;
• costs relating to the implementation of the Group's
redundancy plan for €9 million;
• costs relating to disposals and Group strategic operations
for €11 million;
• costs relating to ongoing litigation for €5 million;
• provisions of €16 million for contingencies.
The net non-recurring expense recorded in 2023 mainly
comprised:
• costs relating to the implementation of the Group's
safeguard plan for €85 million;
• restructuring costs for €27 million;
• costs relating to disposals and Group strategic operations
for €26 million;
• costs relating to ongoing litigation for €7 million;
• proceeds from partial bond redemptions for €37 million.
NOTE 6
INCOME TAX BENEFIT
(€ millions)
2024
2023
Recurring profit (loss)
(2,212)
(9,833)
Net non-recurring income (expense)
(118)
(112)
Profit (loss) before tax
(2,329)
(9,946)
Income tax benefit arising from the tax group
139
77
Impairment losses on tax receivables
(41)
(153)
Income tax benefit (expense)
98
(76)
NET PROFIT (LOSS)
(2,231)
(10,021)
Casino, Guichard-Perrachon is the head of the French tax group.
Income tax benefit corresponds to the tax saving that
results
from
setting
off
the
tax
losses
of
Casino,
Guichard‑Perrachon
and
its
loss-making
subsidiaries against the taxable profits of the other
companies in the tax group.
Impairment losses on tax receivables amounting to €41 million
reflect the risk that tax credits in respect of philanthropic
spending will lapse without being used over the next five years.
The tax group reported a net loss in 2024.
As part of the tax group, the Company had €4,004 million
in tax loss carryforwards at 31 December 2024 (end-2023:
€3,295 million).
NOTE 7
INTANGIBLE ASSETS AND PROPERTY AND EQUIPMENT
Breakdown
(€ millions)
2024
2023
Goodwill
-
4
Other intangible assets
4
4
Amortisation and impairment
(3)
(5)
Intangible assets
1
3
Buildings, fixtures and fittings
1
1
Depreciation and impairment
(1)
(1)
-
-
Other property and equipment
27
29
Depreciation and impairment
(21)
(21)
6
8
Property and equipment
7
8
TOTAL INTANGIBLE ASSETS AND PROPERTY AND EQUIPMENT
7
11
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FINANCIAL AND ACCOUNTING INFORMATION
Parent company financial statements for the year ended 31 December 2024
Movements for the year
(€ millions)
Cost
Amortisation,
depreciation
and impairment
Net
At 1 January 2023
55
(40)
15
Increases
1
(7)
(6)
Decreases
(17)
20
3
At 31 December 2023
38
(27)
11
Increases
-
(2)
(2)
Decreases
(6)
4
(2)
AT 31 DECEMBER 2024
32
(25)
7
The decrease in non-current assets is mainly due to the sale of the Argentat service station business, which was part of the
sale of stores to Groupement Les Mousquetaires.
NOTE 8
LONG-TERM INVESTMENTS
Breakdown
(€ millions)
2024
2023
Investments in subsidiaries and associates
18,831
18,831
Impairment(1)
(9,765)
(10,046)
9,066
8,785
Loans
1,187
1,197
Impairment(1)
(412)
(413)
775
784
Other long-term investments(2)
34
41
Impairment(1)
(29)
(29)
5
12
LONG-TERM INVESTMENTS
9,846
9,581
(1)
The estimates took into account the organisation of direct control over the various operating subsidiaries or indirect control through the
Casino Participations France (France) and Tevir and Segisor (international) holding companies.
Where the subsidiaries’ adjusted net asset value was estimated using the discounted cash flows method, the projected after-tax cash flows were
determined using the rates shown below.
(2)
O/w technical merger deficits amounting to €29 million.
Assumptions used in 2024 for the calculation of values in use carried
out internally
Cash generating units (CGUs)
2024 perpetual
growth rate(1)
2024 after-tax
discount rate(2)
2023 perpetual
growth rate(1)
2023 after-tax
discount rate(2)
Casino Convenience, Geimex/
ExtenC, Monoprix, Franprix
1.8%
7.7%(3)
1.8%
7.7%(3)
Naturalia
1.8%
9.5%(4)
-
-
Cnova(5)
1.8%
9.6%
-
-
(1)
In 2024 and 2023, a nil inflation-adjusted perpetual growth rate was used.
(2)
The discount rate is calculated at least once a year during the annual impairment testing exercise, taking into account the sector's levered beta,
a market risk premium and the sector’s five-year cost of debt.
(3)
The rate used includes a specific risk premium (7.7% versus 6.6% excluding risk premium) to take account of the uncertainties that may prevent
the projections being achieved, given the fierce competition in the retail market, emerging customer expectations and behaviours, as well as the
potential loss of synergies from continuing CGU activities following the planned disposal of the hypermarket and supermarket activities.
(4)
The rate used includes a specific risk premium (9.5% versus 8.5% excluding the risk premium) to take account of the uncertainties that may
prevent the projections being achieved.
(5)
Cnova's market capitalisation of €51 million at 31 December 2024 (based on a free float of 1.2%) was higher than its carrying amount. The value
used for the E-commerce CGU in 2023 was based on the price of the transaction to buy out GPA’s minority stake, which took place in
November 2023. The transaction price was based on a valuation carried out by two independent experts.
162
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FINANCIAL AND ACCOUNTING INFORMATION
Parent company financial statements for the year ended 31 December 2024
The Company performed impairment tests on each of its
investments by comparing their net carrying amount to
their value in use or fair value.
The fair value of the shares in the Segisor and Tevir
international holding company subsidiaries was determined
on the basis of the estimated value of GPA (share price at
31 December 2024).
The impairment tests led to the recognition of a net
impairment loss of €2,079 million (Note 4).
Changes impacting the calculation inputs, such as
(i) a 100‑basis point increase in the discount rate, (ii) a
25‑basis point decrease in the perpetual growth rate used
to calculate terminal value and (iii) a 50-basis point decrease
in the EBITDA margin for cash flow projections used
to calculate terminal value could lead to the recognition of
additional impairment losses on investments in subsidiaries
and associates, as follows:
• for the French businesses, sensitivity to the above three
changes in calculation inputs for Franprix, France convenience
banners and ExtenC would lead to additional accumulative
impairment
losses
of
€240
million
relating
to
Distribution Casino France shares. For the hypermarkets
and supermarkets business, sensitivity would be mainly
affected by the estimated restructuring costs incurred in
the sale of the business. For Monoprix and Cnova shares, a
change in the same calculation inputs would result in
additional impairment losses of €406 million and
€80 million respectively;
• for the international businesses, sensitivity mainly arises
on GPA, which was valued at its share price as of
31 December. A 10% fall in the share price would lead
to additional impairment losses of €4 million on Segisor
shares and €0.4 million on Tevir shares.
A list of the Company’s subsidiaries and associates is
provided at the end of these notes.
Movements for the year
(€ millions)
Cost
Amortisation
and impairment
Net
At 1 January 2023
20,089
(3,726)
16,364
Increases
16
(6,766)
(6,750)
Decreases
(36)
3
(33)
At 31 December 2023
20,069
(10,489)
9,581
Increases
10
(41)
(31)
Decreases
(27)
324
297
AT 31 DECEMBER 2024
20,052
(10,206)
9,846
Changes in impairment losses recognised against long-term
investments in 2024 mainly reflect:
• the recognition of impairment losses against Cnova
shares in an amount of €29 million;
• the recognition of impairment losses against Geimex
shares in an amount of €5 million;
• the recognition of impairment losses against Easydis
shares in an amount of €8 million;
• the reversal of impairment losses against Monoprix
shares in an amount of €188 million;
• the reversal of impairment losses against Tevir shares in
an amount of €71 million;
• the reversal of impairment losses against Casino Finance
shares in an amount of €35 million;
• the reversal of impairment losses against Segisor shares
in an amount of €28 million.
The overall decrease in the cost of long-term investments at
end-2023 mainly corresponded to the sale of shares –
essentially in real estate companies – to Immobilière
Groupe Casino for €33 million.
Changes in impairment losses recognised against long‑term
investments in 2023 mainly reflect:
• the recognition of impairment losses against Distribution
Casino France shares in an amount of €3,762 million and
against loans taken out by Distribution Casino France and
its subsidiaries in an amount of €413 million;
• the recognition of impairment losses against Monoprix
shares in an amount of €787 million;
• the recognition of impairment losses against Segisor
shares in an amount of €1,053 million;
• the recognition of impairment losses against Cnova
shares in an amount of €433 million;
• the recognition of impairment losses against Tevir shares
in an amount of €242 million;
• the recognition of impairment losses against Easydis
shares in an amount of €59 million, calculated on the
basis of the entity’s equity;
• the recognition of impairment losses against Casino
France shares in an amount of €18 million, calculated on
the basis of the entity’s equity.
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FINANCIAL AND ACCOUNTING INFORMATION
Parent company financial statements for the year ended 31 December 2024
NOTE 9
TRADE AND OTHER RECEIVABLES
(€ millions)
2024
2023
Trade receivables
68
61
VAT credit
-
48
Other operating receivables
28
27
Tax credits in respect of philanthropic spending
175
172
Impairment of tax credits in respect of philanthropic spending
(175)
(153)
Related companies
429
596
Impairment losses on related companies (Franprix account)
(181)
(161)
TRADE AND OTHER RECEIVABLES
344
589
All of the Company’s trade and other receivables are due within one year except for tax credits in the amount of €179 million
at 31 December 2024 (31 December 2023: €172 million), which have maturities ranging from two to five years.
NOTE 10
EQUITY
Breakdown
(€ millions)
2024
2023
Share capital
4
166
Additional paid-in capital
9,859
3,847
Legal reserve
17
17
Available reserve
764
208
Long-term capital gains reserve
56
56
Retained earnings
(6,572)
3,450
Net profit (loss) for the year
(2,231)
(10,021)
Regulated provisions
4
4
EQUITY
1,902
(2,273)
At 31 December 2024, the Company's share capital amounted
to €4 million and is composed of 400,939,713 shares issued
and fully paid up. The shares have a par value of €0.01.
At 31 December 2023, the Company's share capital amounted
to €165,892,132 and was made up of 108,426,230 shares with
a par value of €1.53 each.
The change share capital over the year results from the
transactions carried out in connection with the financial
restructuring (Note 1.1):
• a share capital reduction due to losses by reducing the
par value from €1.53 to €0.01 approved by the Board
of Directors on 11 March 2024, accounting for a decrease
of €165 million;
• a share capital increase of €372 million through the issue
of 37,195,654,505 shares with a par value of €0.01;
• the exercise of 2,247,591,330 "Additional Equity Share
Warrants" and 542,299,264 "#2 Share Warrants", resulting
in a €23 million share capital increase;
• the reverse stock split and share capital reduction due to
losses approved by the Board of Directors on 24 April 2024.
In the financial statements, these two transactions are
reflected by (i) a reduction of 39,178,303,985 in the number
of shares and (ii) a share capital reduction of €392 million
by reducing the par value by 99 euro cents per share.
Change in equity
(€ millions)
2024
2023
At 1 January
(2,273)
7,749
Net profit (loss) for the year
(2,231)
(10,021)
Capital reduction
-
-
Capital increase through new money equity(1)
1,199
-
Capital increase by offsetting receivables(1)
5,207
-
AT 31 DECEMBER
1,902
(2,273)
(1)
Note 1.1. Impact net of costs.
164
2024 UNIVERSAL REGISTRATION DOCUMENT – GROUPE CASINO
2
FINANCIAL AND ACCOUNTING INFORMATION
Parent company financial statements for the year ended 31 December 2024
Share warrants
Share warrants were issued as part of the financial
restructuring carried out during the year (Note 1.1), of which
2,790 million have already been exercised (see above) and
28 million lapsed.
At 31 December 2024, 2,112 million #1 Share Warrants
convertible into 21.1 million shares (post-reverse stock split)
at a price of €0.0461, and 707 million #3 Share Warrants
convertible into 10.6 million shares (post-reverse stock split)
at a price of €0.1688, were outstanding and exercisable until
27 March 2028 and 27 April 2029, respectively.
Treasury shares
Number of shares held
2024
2023
At 1 January
444,492
67,462
Purchases pre-reverse stock split
5,992,131
5,764,007
Sales pre-reverse stock split
(3,954,931)
(5,386,977)
Reverse stock split (see above)
(2,456,873)
-
Sales post-reverse stock split
(281)
-
At 31 December
24,538
444,492
Value of shares held (€ millions)
2024
2023
At 1 January
-
2
Shares purchased
2
23
Shares sold
(2)
(25)
At 31 December
-
-
Average purchase price per share (€)
3.65
0.76
Share capital (as a %)
-
0.41
Share in equity (€ millions)
-
(9)
The Group had a liquidity agreement with Rothschild
Martin Maurel in accordance with AMF decision 2021-01
dated 22 June 2021, for a total of €15 million. Following the
14 June 2024 reverse stock-split, at 31 December 2024,
18,750 treasury shares were held under the liquidity
agreement (440,000 shares representing €0.3 million at
31 December 2023). The liquidity agreement was suspended
by the Group on 11 June 2024 and terminated on
10 February 2025.
At 31 December 2024, the Company held 24,538 ordinary
shares. These shares are intended to cover free share plans
for Group employees.
NOTE 11
QUASI-EQUITY
In 2005, Casino, Guichard-Perrachon issued €600 million of worth of TSSDIs and on 18 October 2013, it issued €750 million
worth of perpetual hybrid bonds.
All of these instruments were converted into capital as part of the financial restructuring (Note 1.1).
NOTE 12
PROVISIONS
Breakdown
(€ millions)
2024
2023
Provision for losses
4,882
2,541
Provision for other liabilities
16
13
Provision for expenses
2
3
TOTAL PROVISIONS
4,900
2,557
GROUPE CASINO – 2024 UNIVERSAL REGISTRATION DOCUMENT
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FINANCIAL AND ACCOUNTING INFORMATION
Parent company financial statements for the year ended 31 December 2024
Movements for the year
(€ millions)
2024
2023
At 1 January
2,557
32
Additions
2,357
2,528
Reversals(1)
(14)
(3)
At 31 December
4,900
2,557
O/w
Additions (reversals) recorded in operating income and expenses
-
(2)
Additions (reversals) recorded in financial income and expenses
2,341
2,527
Additions (reversals) recorded in non-recurring income and expenses
3
-
TOTAL
2,343
2,525
(1)
Of which reversals of surplus provisions for liabilities and expenses representing zero in both 2024 and 2023.
Provisions for losses in 2024 mainly cover the negative
net worth of the Distribution Casino France subsidiaries
for €4,349 million (€2,477 million in 2023), Cnova for
€461 million and Dirca (the holding company indirectly
holding the shares in the Le Club Leaderprice E-commerce
business) for €52 million (€47 million in 2023).
Additions to provisions mainly reflect the Casino France
Distribution subsidiary (€1,872 million) and Cnova (€461 million)
(Note 4).
Contingent liabilities: Ongoing investigations and legal proceedings
In late 2015, Casino Group applied to the AMF, the French
Financial Markets Authority, as regards the dissemination of
false or misleading information by Muddy Waters Capital,
preceded by short sales that led to a sudden, very steep fall
in the share price. This led to an investigation by the AMF
and two letters of observation (see page 285 of the 2020
Universal Registration Document). In 2018, Casino once
again applied to the AMF concerning new speculative attacks,
resulting in short selling on an unprecedented scale, massive
borrowings
of
Casino
securities
and
misinformation
campaigns, all with the aim of artificially reducing share
prices and destabilising the Group’s companies and their
employees and shareholders.
As such, they filed a criminal complaint in October 2018
with the Public Prosecutor for price manipulation, in addition
to a complaint for false allegations in November 2018.
To the best of the Company’s knowledge, the investigations
on Casino’s share price opened by both the AMF and the
Financial Prosecutor in autumn 2018 are still in progress.
Casino, Guichard-Perrachon was the subject of a preliminary
investigation by the Financial Public Prosecutor (parquet
national financier – PNF) for alleged price manipulation
and private corruption dating back to 2018 and 2019. At this
stage of the proceedings, Casino has received notice of a
hearing on the merits before the Paris Criminal Court,
which is due to take place on 1 October 2025.
On 16 May 2022, at the AMF's request, a search at Casino's
head office was conducted. Casino appealed to the Paris
Court of Appeal against the order authorising the search
and the search and seizure operations. The Paris Court
of Appeal dismissed these appeals in a ruling dated
21 February 2024.
At the AMF's request, another search was conducted on
6 September 2023, at Casino's Vitry-sur-Seine premises.
Casino appealed to the Paris Court of Appeal against the
order authorising the search and the search and seizure
operations. The Paris Court of Appeal dismissed these
appeals in a ruling dated 3 July 2024.
Lastly, following the filing of complaints by two activist
shareholders, the existence of which was reported in the press
in March 2023, Casino, Guichard-Perrachon initiated legal
proceedings against Xavier Kemlin and Pierre‑Henri Leroy
for false accusations and attempted fraud.
At the end of October 2024, Casino, Guichard-Perrachon
was served with a writ of summons before the Paris
Commercial Court on the initiative of some ten persons
who were or are Casino and Rallye shareholders and
bondholders, seeking compensation for the losses they
allegedly suffered as a result of misleading information
disclosed to the market. The amount of damages claimed
jointly and severally from Casino, Guichard-Perrachon and
the former senior executives of Casino and Rallye is
€33 million.
Based on the information currently available, the above
proceedings against Casino, Guichard-Perrachon before
the Criminal Court and the Commercial Court meet the
definition of contingent liabilities. After analysing the matter,
the decision was made not to record a provision in respect
of the claims. The Company will continue to monitor the
progress of these proceedings and will adjust its estimate
if necessary to take account of future developments.
166
2024 UNIVERSAL REGISTRATION DOCUMENT – GROUPE CASINO
2
FINANCIAL AND ACCOUNTING INFORMATION
Parent company financial statements for the year ended 31 December 2024
NOTE 13
LOANS AND OTHER BORROWINGS
Breakdown
(€ millions)
2024
2023
Bonds (including accrued interest)(1)
-
2,265
Term Loan B(2)
1,433
1,504
Negotiable European commercial paper
-
5
Casino Finance loan(3)
762
762
Other borrowings from related companies
2
63
Loans and other borrowings
2,197
4,599
Casino Finance current account
1,103
3,779
Cash
(1)
(2)
NET DEBT
3,299
8,376
(1)
Converted into equity as part of the financial restructuring (Note 1.1).
(2)
Including €23 million in accrued interest at 31 December 2024 (31 December 2023: €79 million).
(3)
Including nominal amount of €715 million and €47 million in accrued interest at 31 December 2024 and 2023.
Maturity of loans and borrowings
(€ millions)
2024
2023
Within one year(1)
161
3,972
Due in one to five years(2)
2,036
626
Due in more than five years
-
-
LOANS AND OTHER BORROWINGS
2,197
4,599
(1)
Corresponds to accrued interest not yet due.
(2)
Concerns the Term Loan and borrowings toward Group subsidiaries.
Details of the reinstated Term Loan
Fixed rate
Effective
interest rate
Amount
(€ millions)
Term
Due
Reinstated Term
Loan
6% for the first 9 months then 9% thereafter
10.3%
1,410
3 years
March 2027
Liquidity risk
The Group adopts a proactive approach to managing
liquidity risk, aimed at ensuring that sufficient liquidity is
available to meet its financial obligations as they fall due,
under both normal and adverse market conditions. Liquidity
management techniques include the cash pooling system
operated with most French subsidiaries.
Subsidiaries within the scope of the Casino, Guichard‑Perrachon
holding company submit weekly cash reports. Any new sources
of financing are subject to the approval of the Corporate
Finance department. The Group's financial resources are
diversified and include both bank financing and financing
raised on the markets.
Casino finalised its financial restructuring, with the successful
completion of the stages set out in the safeguard plan
approved
by
the
Paris
Commercial
Court
on
26 February 2024 (Note 1.1). The restructuring involved
reducing gross debt by €5.1 billion and refinancing the
remaining debt with new debt instruments with maturities
of three to four years, including a Term Loan, a revolving
credit facility (RCF) and the Quatrim notes.
New Group level financing
• Term Loan of €1,410 million (Casino, Guichard-Perrachon
- above): subject to the same guarantees as the RCF
below, with a subordinated position under the terms of
the inter-creditor agreement.
• €711 million RCF (Monoprix): with security rights over the
shares and principal bank accounts of the main operating
subsidiaries and holding companies in France and over
all of the intra-group receivables. If the collateral were
to be claimed, the RCF lenders would be senior in ranking
to the other creditors.
• Quatrim notes of €493 million (Quatrim, €300 million at
31 December 2024): secured by the real estate assets held
as part of a ring-fencing mechanism designed to isolate
the assets and liabilities of Quatrim and its subsidiaries
from the rest of Casino Group. This mechanism ensures that
Quatrim's financial commitments are secured exclusively
by its own assets, thereby limiting creditors' recourse to
other Group entities.
GROUPE CASINO – 2024 UNIVERSAL REGISTRATION DOCUMENT
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2
FINANCIAL AND ACCOUNTING INFORMATION
Parent company financial statements for the year ended 31 December 2024
It means that the Quatrim debt will mainly be repaid using
the proceeds from a dedicated asset disposal programme
agreed with its creditors, without affecting Casino Group's
other assets or entities.
Liquidity position at 31 December 2024
At 31 December 2024, the Group had liquidity of €1,518 million
in the form of available cash for €499 million plus €1,019 million
in undrawn confirmed credit lines (mainly Monoprix’s
€711 million reinstated RCF, confirmed bank overdraft facilities
of €161 million and Monoprix Exploitation’s €111 million RCF).
Based on the assumptions used to prepare the cash forecasts
for the next 12 months, the projected financial ratios as
of the date of the next covenant tests at 30 September 2025
and 31 December 2025, and the Group's assessment of its
liquidity risk (“Going concern” in Note 2), the Group's liquidity
including access to the €711 million RCF is sufficient
to cover its estimated liquidity needs for the next 12 months.
The agreements covering the Group’s bank loans include
a clean-down clause, applicable from 1 January 2026, which
imposes a temporary but total repayment of the €711 million
Monoprix RCF over three consecutive days within a
12‑month period.
Casino, Guichard-Perrachon debt covenants
Since completion of the financial restructuring, the Group has been subject to the following covenants tested quarterly
(using figures from the consolidated financial statements on a 12-month rolling basis) under its reinstated Term Loan and
RCF:
Type of covenant(1)(2)
Main types of debt
subject to covenant
Frequency
of tests
Indicative result of the
covenant at 31 December
2024 (covenant holiday)(7)
Covenant net debt(3)/covenant adjusted EBITDA(4)(7)
€711 million RCF and €1,410
million Term Loan
Quarterly
11.73
€100 million minimum liquidity requirement(4)(7)
Monthly
€1.5 billion
Liquidity forecast over a 13-week horizon(6)(7)
Quarterly
€1.2 billion
(1)
All accounting data relating to these covenants are based on the Group's consolidated financial statements.
(2)
The scope of the covenant test corresponds to the Group adjusted for Quatrim and, to a lesser extent, the subsidiaries Mayland in Poland and
Wilkes in Brazil.
(3)
“Covenant net debt” corresponds to gross debt relating to the covenant scope (including borrowings from other Group companies by covenant
companies), (a) plus financial liabilities which are, in substance, debt, (b) adjusted for the average drawdown on the Group's revolving credit lines
over the last 12 months (from the date of restructuring: 27 March 2024) and (c) reduced by cash and cash equivalents of the entities in the
covenant scope and by non-deconsolidating receivables relating to operating financing programmes reinstated as part of the financial
restructuring.
(4)
“Covenant adjusted EBITDA” or pro forma EBITDA (depending on the banking documentation) corresponds to adjusted EBITDA after lease
payments, relative to the covenant scope, restated for any impact of scope effects and pro forma restatements corresponding to future savings/
synergies to be achieved within the next 18 months (at 31 December 2024, no pro forma restatements were taken into account).
(5)
The minimum liquidity requirement on the last day of each month (after the covenant holiday period, i.e., from 30 September 2025) must be at
least €100 million (the "Monthly liquidity covenant"). According to banking documentation, the liquidity amount mainly corresponds to
consolidated cash and cash equivalents (less float (cash in transit) and non-centralised cash), as well as undrawn and immediately available
operating financing (excluding factoring, reverse factoring and similar programmes).
(6)
On the last day of each quarter (after the covenant holiday period, i.e., from 30 September 2025), the cash flow forecasts must demonstrate that
the Group's liquidity amount (as referred to above) will be at least €100 million at the end of each month of the following quarter.
(7)
The Group was granted a covenant holiday until the quarter ending 30 September 2025 (excluded). The covenant net debt/covenant adjusted
EBITDA ratio must be equal to or below the following:
30 September 2025: 8.34x
31 December 2025: 7.17x
31 March 2026: 7.41x
30 June 2026: 6.88x
30 September 2026: 6.11x
31 December 2026: 5.23x
31 March 2027: 5.55x
30 June 2027: 5.15x
30 September 2027: 4.81x
31 December 2027: 4.13x
31 March 2028: 4.30x
The Group's other operating financing facilities granted by the banks have a cross-default clause with the reinstated RCF and
the Term loan.
168
2024 UNIVERSAL REGISTRATION DOCUMENT – GROUPE CASINO
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FINANCIAL AND ACCOUNTING INFORMATION
Parent company financial statements for the year ended 31 December 2024
NOTE 14
OTHER LIABILITIES
(€ millions)
2024
2023
Related companies
32
54
Sundry liabilities
16
16
OTHER LIABILITIES
48
70
• due within one year
48
70
• due in more than one year
-
-
Other liabilities include €27 million in accrued expenses at 31 December 2024 (31 December 2023: €1 million).
NOTE 15
TRANSACTIONS AND BALANCES
WITH RELATED COMPANIES
No agreements for material amounts have been entered into with related parties, within the meaning of Article R. 123-198 of
the French Commercial Code (Code de commerce), that were not concluded in the ordinary course of business on arm’s
length terms.
NOTE 16
OFF-BALANCE SHEET COMMITMENTS
Commitments entered into in the ordinary course of business
(€ millions)
2024
2023
Undrawn confirmed credit lines(1)
711
-
TOTAL COMMITMENTS RECEIVED
711
-
Bonds and guarantees given(2)(3)
1,023
4,374
Deficits allocated to tax group subsidiaries(4)
1,717
1,585
TOTAL COMMITMENTS GIVEN
2,740
6,164
(1)
In 2024, this corresponds to the undrawn Monoprix RCF, which is a reciprocal commitment. The credit lines were drawn down in full by
Casino Finance in 2023.
(2)
Including €711 million at 31 December 2024 concerning related companies (€4,278 million at 31 December 2023) and €57 million relating to the
Distridyn joint venture (€60 million in 2023). The amount of €711 million does not include the security rights given in connection with the
Term Loan B recognised as a liability in the parent company financial statements (Note 13).
(3)
Including a €40 million VAT credit with a bank.
(4)
The tax consolidation agreement (see Note 6) specifies that tax savings arising from tax losses transferred to the Group will not be repaid to the
subsidiary in cash or through a current account. Tax group subsidiaries are only entitled to tax loss allocations in the event that they become
profitable again and only for the amount of tax they would have paid at the tax rate in force at the reporting date in the absence of a tax
consolidation agreement.
Other commitments
(€ millions)
2024
2023
Commitments given in connection with GPA tax disputes(1)
-
226
TOTAL COMMITMENTS GIVEN
-
226
(1)
Casino granted a special guarantee to GPA covering the reassessments received from the Brazilian tax authorities under which Casino undertook
to compensate its subsidiary for 50% of any damages incurred, providing those damages were definitive. In accordance with the decision of the
Commercial Court on the Accelerated Safeguard Plan handed down on 26 February 2024, this guarantee is now extinguished.
GROUPE CASINO – 2024 UNIVERSAL REGISTRATION DOCUMENT
169
2
FINANCIAL AND ACCOUNTING INFORMATION
Parent company financial statements for the year ended 31 December 2024
NOTE 17
CURRENCY RISK
(in millions of currency)
2024
2023
USD
USD
BRL
Assets
7
7
-
Liabilities
(13)
-
Net balance sheet position
7
(7)
-
Off-balance sheet positions(1)
-
-
(1,213)
TOTAL NET POSITION
7
(7)
(1,213)
(1)
In 2023, this reflected the guarantee granted to GPA, no longer valid in accordance with the decision of the Commercial Court (Note 16).
NOTE 18
EQUITY RISK
The Company was not exposed to any material equity risk at 31 December 2024.
NOTE 19
GROSS COMPENSATION AND BENEFITS OF DIRECTORS
AND OFFICERS
(€ millions)
2024
2023
Compensation paid
2
2
Loans and advances
-
-
NOTE 20
CONSOLIDATION
Casino, Guichard-Perrachon is consolidated by France Retail Holdings S.à.r.l. (an entity ultimately controlled by Daniel Křetínský)
whose registered office is located at 2, place de Paris, 2314 Luxembourg.
NOTE 21
SUBSEQUENT EVENTS
Approval of the compulsory buyout of minority shareholders
of Cnova N.V.
On 11 February 2025, the Enterprise Chamber of the
Amsterdam Court of Appeal (the "Enterprise Chamber")
rendered its judgement in the compulsory buyout proceedings
(uitkooprocedure) initiated by Casino to acquire the shares
held by the minority shareholders of Cnova N.V. (“Cnova”).
The Enterprise Chamber ruled that €0.09 per was a fair buyout
price per Cnova share and ordered all shareholders to transfer
their shares in Cnova to Casino, in exchange for a payment
of €0.09 per share in cash, to be increased by statutory
interest from 30 June 2024 until the date of transfer of the
shares or the date of consignment (as explained below).
Shareholders of Cnova may comply with the Enterprise
Chamber's judgement voluntarily by transferring their shares
in Cnova to Casino. On or shortly after the end of the period
for voluntary transfer, Casino will enforce the judgement of
the Enterprise Chamber against all shareholders who did not
participate in the voluntary transfer, by paying the aggregate
buyout price for the remaining shares in Cnova to the
consignment fund of the Dutch Ministry of Finance,
as a result of which such shares will be transferred to Casino
unencumbered and by operation of law. Subsequently,
former shareholders will only be entitled to payment of the
buyout price from the consignment fund of the Dutch Ministry
of Finance in accordance with applicable laws and regulations.
170
2024 UNIVERSAL REGISTRATION DOCUMENT – GROUPE CASINO
2
FINANCIAL AND ACCOUNTING INFORMATION
Parent company financial statements for the year ended 31 December 2024
Completion of the transfer by Trinity of its shares in France Retail
Holdings to EPEI III
On 11 February 2025 the Group was informed of the transfer
by Trinity Investments Designated Activity Company (“Trinity”),
whose management company is Attestor Limited (“Attestor”),
to EP Equity Investment III S.à.r.l. ("EPEI")(1) of its 7.65%
shareholding in France Retail Holdings S.à.r.l. ("FRH") in
accordance with the share purchase agreement entered
into on 19 November 2024 between Trinity and EPEI, in the
presence of FRH. As a consequence of this disposal, Trinity
and Attestor(2) ceased to act in concert with, inter alia, EPEI
and F. Marc de la Lacharrière (Fimalac) vis-à-vis Casino(3),
and Trinity lost its rights under the shareholders’ agreement
entered into with EPEI and F. Marc de la Lacharrière (Fimalac),
in the presence of Attestor and FRH, to which they are
no longer parties(4). Thomas Doerane thus resigned from his
position as Non‑Voting Director on the Board of Directors
and Strategy Committee of Casino as of the closing date
of the disposal. FRH's stake in Casino remains unchanged
at 53.04%. Trinity directly holds 10.05% of Casino's capital.
Casino’s partnership with Avia Thévenin & Ducrot renewed
for a further three years
On 13 February 2025, Casino and Avia Thévenin & Ducrot
announced the renewal of their historic partnership for a
further three years. For almost 20 years, the partnership has
enabled Casino to offer customers of Avia Thevenin & Ducrot
stores a varied selection of products under the Casino brand
and other major brands, tailored to the needs of travellers.
The partnership covers 46 motorway service stations (including
39 operated under the Casino Express banner) and 41 urban
or suburban service stations (including 11 under the Casino
Express banner), located in the eastern half of France.
Change in the ownership structure of Infinity Advertising
Following the redefinition of the purchasing alliance between
Casino Group and Groupement Les Mousquetaires in 2024,
the two groups are reorganising the ownership structure of
their retail media subsidiary, Infinity Advertising. Groupement
Les Mousquetaires will acquire RelevanC's shares in
Infinity Advertising and become its sole shareholder.
Infinity Advertising will continue to market retail media
services for Monoprix, Franprix, Casino and Intermarché,
while still utilising RelevanC's technologies, among other
resources. The change in shareholding will have no impact
on Infinity Advertising’s operations nor on the services it
provides to agencies and advertisers.
Confirmation of a repayment to Quatrim secured noteholders
On 18 February 2025, Casino Group repaid €30 million
of the secured debt carried by its subsidiary Quatrim,
including €28.5 million of principal and €1.5 million
of accrued interest (including €0.5 million of interest due
for the period between 27 March 2024 and 5 October 2024
and €1 million of accrued interest for the period between
6 October 2024 and 17 February 2025). Following the
transaction, the nominal amount of the Quatrim secured
notes will be reduced to €272 million and the interest due
accrued between 27 March 2024 and 5 October 2024 will be
reduced to €5.1 million. In accordance with Quatrim banking
documentation:
• interest due for the period from 27 March 2024 to
5 October 2024 will be capitalised on 6 April 2025;
• Interest accrued between 6 October 2024 and 5 April 2025
on the residual nominal debt will also be paid or capitalised
on 6 April 2025, depending on the cash availability of
Quatrim and its subsidiaries.
(1)
Entity ultimately controlled by Daniel Křetínský.
(2)
Acting as manager for some of its funds and investment vehicles.
(3)
See AMF 223C1160 of 24 July 2023.
(4)
See AMF 224C0462, shareholders' agreement signed on 18 March 2024 between Trinity, EPEI and F. Marc de la Lacharrière (Fimalac).
GROUPE CASINO – 2024 UNIVERSAL REGISTRATION DOCUMENT
171
2
FINANCIAL AND ACCOUNTING INFORMATION
Parent company financial statements for the year ended 31 December 2024
2.6.4
Five-year financial summary
Type of indicator
2024
2023
2022
2021
2020
FINANCIAL SITUATION AT YEAR END
Share capital (€ millions)
4
166
166
166
166
Number of shares issued
with voting rights
400,939,713
108,426,230
108,426,230
108,426,230
108,426,230
RESULTS OF OPERATIONS (€ MILLIONS)
Net sales (excluding taxes)
92
115
136
141
159
Profit (loss) before tax, employee
profit share, amortisation and
provisions
(248)
(489)
135
(50)
(466)
Income tax benefit (expense)
(98)
76
(78)
(70)
(244)
Employee profit share due in respect
of financial year
-
-
-
-
-
Net profit for the period
(2,231)
(10,021)
(62)
(675)
(3)
Net profit attributed to shares(1)
-
-
-
-
-
PER SHARE DATA (€)
Weighted average number of shares
for the financial year(2)
325,175,086
108,090,292
108,108,373
107,905,160
107,677,458
Earnings per share after tax and
employee profit-sharing but before
amortisation, depreciation and
provisions
(0.46)
(5.23)
1.97
0.19
(2.06)
Net profit (loss) after taxes, employee
profit share, amortisation and
provisions
(6.86)
(92.71)
(0.57)
(6.25)
(0.02)
Dividend paid per share(1)
-
-
-
-
-
EMPLOYEES
Number of employees
(full-time equivalent)
12
11
11
10
11
Employee remuneration expenses(3)
(€ millions)
10
13
16
16
12
Total benefits (€ millions)
3
4
4
3
4
(1)
For 2024, subject to approval by the Annual General Meeting.
(2)
Excluding treasury shares.
(3)
Excluding discretionary profit-sharing.
172
2024 UNIVERSAL REGISTRATION DOCUMENT – GROUPE CASINO
2
FINANCIAL AND ACCOUNTING INFORMATION
Parent company financial statements for the year ended 31 December 2024
2.6.5
Subsidiaries and associates
(€ millions)
Share
capital
Equity
%
ownership
Number of
shares held
Carrying
amount
Loans and
advances
granted
by the
Company
Guarantees
given
by the
Company
2024
net sales
(excluding
taxes)
2024
net
profit
(loss)
Dividends
received
by the
Company
in the
prior year
Company
Gross
Net
A – DATA ON INVESTMENTS WHOSE CARRYING AMOUNT EXCEEDS 1% OF THE SHARE CAPITAL
1. Subsidiaries (at least 50%-owned)
Distribution Casino
France
1, cours Antoine Guichard –
42008 Saint-Étienne
107 (4,942)
100.00
106,801,329
7,207
-
-
247
3,430 (1,062)
-
Casino Participations
France
1, cours Antoine Guichard –
42008 Saint-Étienne
2,274
3,272
100.00 2,274,025,819
2,274 2,274
-
-
-
805
-
Monoprix
14-16, rue Marc Bloch –
92116 Clichy, France
79
721
100.00
9,906,016
2,531
1,933
295
151
-
(36)
-
Tevir
1, cours Antoine Guichard –
42008 Saint-Étienne
640
3,025
100.00
640,041,110
3,182 3,026
-
-
-
71
-
Easydis
1, cours Antoine Guichard –
42008 Saint-Étienne
63
47
100.00
3,953,968
106
39
-
37
537
1
-
Intexa
1, cours Antoine Guichard –
42008 Saint-Étienne
2
4
97.91
990,845
7
4
-
-
-
-
-
Casino Finance
1, cours Antoine Guichard –
42008 Saint-Étienne
240
736
100.00
239,864,436
900
736
413
35
-
35
-
Geimex
123, quai Jules Guesde –
94400 Vitry-Sur-Seine,
France
-
27
99.99
9,999
108
37
-
-
25
3
-
Casino Services
1, cours Antoine Guichard –
42008 Saint-Étienne
-
16
100.00
100,000
19
15
-
-
47
1
-
Segisor
1, cours Antoine Guichard –
42008 Saint-Étienne
204
1,000
100.00 1,774,479,286
2,026 1,000
56
-
-
10
-
INTERNATIONAL
2. Associates (10%- to 50%-owned)
Cnova NV
Strawinskylaan 3051,
Amsterdam, 1077ZX,
Netherlands
17
(441)
98.83
341,101,759
462
-
-
-
-
(490)
-
Casino Carburant
1, cours Antoine Guichard –
42008 Saint-Étienne
5
37
32.04
1,627,904
4
4
-
-
209
15
-
GROUPE CASINO – 2024 UNIVERSAL REGISTRATION DOCUMENT
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2
FINANCIAL AND ACCOUNTING INFORMATION
Parent company financial statements for the year ended 31 December 2024
(€ millions)
Share
capital Equity
%
ownership
Number of
shares held
Carrying
amount
Loans and
advances
granted
by the
Company
Guarantees
given by
the
Company
2024
net sales
(excluding
taxes)
2024
net
profit
(loss)
Dividends
received
by the
Company
in the
prior year
Company
Gross
Net
B – AGGREGATED DATA FOR ALL OTHER SUBSIDIARIES OR ASSOCIATES
1. Subsidiaries (not included in Section A above)
Various companies
4
4
1
2. Associates (not included in Section A above)
Other companies
1
-
Total investments in
subsidiaries and associates
18,831 9,066
o/w consolidated
companies
18,831
9,066
• French companies
18,367 9,064
• Foreign companies
464
2
o/w non-consolidated
companies
0
0
• French companies
-
-
• Foreign companies
-
-
All key information on foreign subsidiaries in a given country is provided in Note 8.
As a result of the judgement applied when measuring the fair value of investments in foreign entities, provisions to cover the
negative difference between the Company’s share in the equity of subsidiaries of a given country and the value of the
corresponding investment are not systematically recognised (see Note 8).
174
2024 UNIVERSAL REGISTRATION DOCUMENT – GROUPE CASINO
2
FINANCIAL AND ACCOUNTING INFORMATION
Parent company financial statements for the year ended 31 December 2024
2.6.6
Statutory Auditors’ Special Report on regulated agreements
Annual General Meeting held to approve the financial statements for the year ended 31 December 2024
This is a translation into English of the statutory auditors’ report on regulated agreements issued in French and it is
provided solely for the convenience of English speaking users. This report should be read in conjunction with, and
construed in accordance with French law and professional auditing standards applicable in France. It should be
understood that the agreements reported on are only those provided for by the French Commercial Code and that the
report does not apply to those related-party transactions described in IAS 24 or other equivalent accounting
standards.
To the Annual General Meeting of CASINO, GUICHARD-PERRACHON
In our capacity as Statutory Auditors of your Company (“the
Company”), we hereby report to you on regulated agreements.
The terms of our engagement require us to communicate
to you, based on information provided to us, the principal
terms and conditions of those agreements brought to our
attention or which we may have discovered during the
course of our audit, as well as the reasons justifying that such
agreements are in the Company’s interest, without expressing
an opinion on their usefulness and appropriateness or
identifying other such agreements. It is your responsibility,
pursuant to Article R.225-31 of the French Commercial Code
(Code de commerce), to assess the interests of the company,
in respect of the conclusion of these agreements, for the
purpose of approving them.
Our role is also to provide you with the information stipulated
in Article R.225-31 of the French Commercial Code relating
to the implementation during the past year of agreements
previously approved by the Annual General Meeting, if any.
We conducted the procedures we deemed necessary in
accordance with the professional guidelines of the French
National Institute of Statutory Auditors (Compagnie nationale
des
commissaires
aux
comptes)
relating
to
this
engagement. These procedures consisted in agreeing the
information provided to us with the relevant source
documents.
Agreements submitted to the approval of the Annual General Meeting
We hereby inform you that we have not been advised of
any agreements authorised and concluded during the past
financial year under Article L.225-40 of the French Commercial
Code, to be submitted for approval by the General Meeting
pursuant to the provisions of Article L.225‑38 of the French
Commercial Code.
Agreements previously approved by the Annual General Meeting
Pursuant to Article R.225-30 of the French Commercial
Code, we have been informed that the execution of the
following agreements, already approved by the General
Meeting in previous financial years, has remained in force
during the past financial year.
1.
Shareholders agreement between Casino, Guichard-
Perrachon and Companhia Brasileira de Distribuçao:
On 22 May 2023, your Board of Directors authorised
the signing of a shareholders’ agreement between the
Company and its directly and indirectly wholly owned
subsidiaries Segisor s.a.s, Geant International BV
and Helico Participaçaoes LTDA and GPA and GPA 2
Empreendimentos e Participaçaoes LTDA, subsidiaries
of the Company at the time of signing of the agreement,
as part of the spin-off of Almacenes Exito S.A (“Exito”),
resulting in the distribution of 83% of its investment
in Exito to GPA shareholders. Following the spin-off,
at the end of August 2023, the Company owned
approximately 34% of Exito and GPA retained a stake of
approximately 13%.
The shareholders' agreement, signed on 9 August 2023,
contained provisions regarding governance and the
transfer of Exito shares following the spin-off operation.
It was published on the Company's website on
9 August 2023, in accordance with Article L. 22-10-13 of
the Commercial Code. The agreement was submitted
for approval by the General Meeting on 11 June 2024 (4th
resolution).
Person involved: Mr. Jean-Charles Naouri, Chairman
and
CEO
of
Casino,
Guichard-Perrachon
until
27 March 2024, and Chairman of the Board of Directors
of GPA until 18 April 2024.
This shareholders' agreement became null and void
and ceased to have any effect following the announced
sale on 26 January 2024, of all respective holdings of the
Company and GPA in Exito within the framework of
the public tender offers initiated by Grupo Calleja.
2.
Pre-agreement relating to the sale of the Casino
Group’s interest in Almacenes Exito S.A
On 13 October 2023, your Board of Directors previously
authorised the signing of a pre-agreement (the “Pre-
Agreement”) between the Company and its directly
and indirectly wholly owned subsidiaries Segisor SAS,
Gean International B.V and Helicco Participaçoes Ltda,
and Cama Commercial Group, Corp., a company
controlled by Grupo Calleja (the “Buyer”), for the sale of
Casino’s total equity interest in Exito, corresponding
to 34.05% of Exito Group’s share capital, in a tender offer
(the “Tender Offer”) launched by the Buyer in Colombia
and in the United States of America for the acquisition
of 100% of the outstanding shares of Exito, subject
to the contribution of at least 51% of Exito’s share capital
to the Tender Offer. GPA, a Brazilian subsidiary of
Casino which holds 13.31% of Exito’s shares, was also
party to the Pre-Agreement and agreed to sell its
equity interest in the Tender Offer.
GROUPE CASINO – 2024 UNIVERSAL REGISTRATION DOCUMENT
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2
FINANCIAL AND ACCOUNTING INFORMATION
Parent company financial statements for the year ended 31 December 2024
The
Preliminary
Agreement
was
concluded
on
16 October 2023, by the Company and GPA with Grupo
Calleja, and this agreement was published on the
Company's website on 16 October 2023, in accordance
with Article L. 22-10-13 of the Commercial Code. It was
submitted for approval by the General Meeting on
11 June 2024 (5th resolution).
Person involved: Mr. Jean-Charles Naouri, Chairman and
CEO of Casino, Guichard-Perrachon until 27 March 2024,
and Chairman of the Board of Directors of Companhia
Brasileira de Distribução (GPA) until 18 April 2024.
The Preliminary Agreement was executed in 2024 and
ceased to have any effect following the announced sale
on 26 January 2024, of all holdings of the Company and
GPA in Exito within the framework of the public tender
offers initiated by Grupo Calleja.
3.
Agreement relating to the acquisition by Casino,
Guichard-Perrachon of Cnova shares held indirectly
by Companhia Brasileira de Distribuiçao and the
collateral agreement.
On 21 November 2023, your Board of Directors previously
authorised the signature between the Company and
GPA, a Brazilian subsidiary of the Company, of an
acquisition agreement (the “Acquisition Agreement”),
relating to the acquisition by the Company of all the
shares of the Luxembourg holding company Companhia
Brasileira de Distribuiçao Luxembourg Holding S.à.r.l,
which itself owns Companhia Brasileira de Distribuiçao
Netherlands Holding B.V., which holds 34% of CNova
N.B. To guarantee the deferred payment of the remaining
balance of the price, GPA benefits from a pledge on
20% of the shares of the holding company Companhia
Brasileira de Distribuição Luxembourg Holding S.à.r.l. under
the terms of a pledge agreement (the "Pledge Agreement"),
the conclusion of which between the Company and
GPA was also subject to prior authorisation by the Board
of Directors on 21 November 2023.
Furthermore, GPA benefits from an potential earn-out
if, within eighteen months (inclusive), the Company
proceeds with a disposal operation (in cash or shares) at
a price reflecting a higher value of Cnova than the one
used to determine the acquisition price.
These agreements were published on the Company's
website on 26 October 2023, in accordance with Article
L. 22-10-13 of the Commercial Code. The acquisition
contract and the pledge agreement were approved by
the General Meeting on 11 June 2024 (6th resolution).
Person involved: Mr. Jean-Charles Naouri, Chairman and
CEO of Casino, Guichard-Perrachon until 27 March 2024,
and Chairman of the Board of Directors of Companhia
Brasileira de Distribuição (GPA) until 18 April 2024.
The Acquisition Agreement, signed on 26 November 2023,
was executed on 30 November 2023. On that date, 80%
of the acquisition price set at €10 million was paid, and
the pledge agreement on 20% of the shares of the
holding company Companhia Brasileira de Distribuição
Luxembourg Holding S.à.r.l. was signed to guarantee
the payment of the remaining balance by 30 June 2024,
at the latest.
The remaining balance of the acquisition price was paid
on 27 March 2024, ending the pledge agreement.
The calculation of any earn-out will be based on the
difference between the implicit value of €29.4 million for
100% of Cnova reflected by the initial transaction and
the value of Cnova resulting from a subsequent
disposal by Casino. GPA will receive, as the additional
price, 100% of the variation relative to its 34% share if the
operation occurs within the first twelve months, with a
reduction to 75% and 50% of the variation (also relative
to its 34% share) if the operation occurs between the
twelfth and fifteenth months or between the fifteenth
and eighteenth months, respectively.
Paris-La Défense and Lyon, 11 March 2025
The statutory Auditors’
KPMG SA
Deloitte & Associés
Eric ROPERT
Rémi VINIT-DUNAND
Stéphane RIMBEUF
176
2024 UNIVERSAL REGISTRATION DOCUMENT – GROUPE CASINO
GROUPE CASINO – 2024 UNIVERSAL REGISTRATION DOCUMENT
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CORPORATE SOCIAL
RESPONSIBILITY
3.1
Sustainability Statement
178
3.1.1
General disclosures relating to Casino
Group’s Sustainability Statement
178
3.1.2
Environment
194
3.1.3
Social
223
3.1.4
Governance
252
3.1.5
Cross-reference tables
260
3.1.6
Report on the certification
of sustainability information
and verification of the disclosure
requirements under Article 8
of Regulation (EU) 2020/852 of Casino,
Guichard-Perrachon S.A. for the year
ended December 31, 2024
266
3.2
Duty of Care Plan
270
3.3
Other sustainability information
285
178
2024 UNIVERSAL REGISTRATION DOCUMENT – GROUPE CASINO
3
CORPORATE SOCIAL RESPONSIBILITY
Sustainability Statement
3.1
SUSTAINABILITY STATEMENT
3.1.1
General disclosures relating to Casino Group’s
Sustainability Statement
3.1.1.1
Basis for preparation of the Sustainability Statement
3.1.1.1.1
First-time application note
This Sustainability Statement was prepared as part of the
first-time application of the provisions of the Corporate
Sustainability Reporting Directive (CSRD), transposed into
French law by Order 2023-1142 of 6 December 2023 and
Decree 2023-1394 of 30 December 2023. It is an integral part
of the Group management report.
The Group has endeavoured to apply the requirements
set out in the relevant European standards (ESRS) and
the Taxonomy regulation, applicable as of the date of the
Sustainability Statement, based on information available
when the Sustainability Statement was prepared.
As the Group’s first such report, this Sustainability
Statement is subject to uncertainties in the interpretation
and application of the underlying directives, and was
prepared without the possibility of referring to established
market practice.
The main concerns relating to the first year of application of
the CSRD provisions are as follows:
• the lack of established practices, notably to deepen the
analysis of impacts, risks and opportunities on the value
chain. The Group plans to update its double materiality
assessment as more complete information becomes
available from the various actors in the value chain. This
information will serve to fine-tune the mapping of value
chain workers. The main matters likely to be affected
by these updates are pollution (microplastics, substances
of concern and very high concern), water resources,
biodiversity, circular economy and certain topics related
to value chain workers. These in-depth analyses will allow
the Group to confirm the expected changes to certain
policies and the targets that still need to be set for some
of those matters (see section 3.1.1 “General disclosures
relating to Casino Group’s Sustainability Statement”,
paragraph 4.1 “Description of the processes for identifying
and assessing material impacts, risks and opportunities”);
• the scope chosen for this Sustainability Statement, as set
out in “Scope” below;
• the use of estimates to calculate certain metrics (see
“Estimations and uncertainties and methodological
clarifications” below);
• the absence of certain qualitative or quantitative information
required under ESRS, notably due to:
• the specific context of Casino Group, which underwent
a major restructuring and operational reorganisation
in 2024, with the launch of a new strategic plan driven
by the new governance,
• the unavailability of certain value chain data.
The reasons for these omissions are provided below in
“Missing data for the current year”.
As such, developments resulting from market practice and
recommendations, together with a clearer understanding
of the new regulatory and normative requirements, may
require the Group to review its sustainability reporting and
communication practices in the coming years.
3.1.1.1.2
Scope
In view of the disposals of very material businesses within
the Group’s scope of consolidation in 2024, the Group has
chosen to present the information included in its
Sustainability Statement for the scope of activities under
operational control as of 31 December 2024, i.e., excluding
data relating to activities sold or over which the Group
relinquished control in 2024, as listed below.
This is the new scope within which the Group defines the
sustainability strategies and policies it intends to develop
and implement from 2025 onwards. In addition to the
holding company and real estate activities, this scope
comprises five sub-groups, each with its own stores,
warehouses and associated support services:
• Casino;
• Monoprix;
• Naturalia;
• Franprix;
• e-commerce: Cdiscount.
As
indicated
above,
the
social,
environmental
and
governance data in this Sustainability Statement do not
include data relating to the following activities that were
sold or over which control was lost in 2024:
• Éxito: in view of the sale of the stake in this entity in
January 2024, no data relating to it has been deemed
material;
• GPA: the group transferred control of this activity in
March 2024, and has accordingly treated it as a component
of the value chain in 2024, particularly for the double
materiality assessment;
GROUPE CASINO – 2024 UNIVERSAL REGISTRATION DOCUMENT
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3
CORPORATE SOCIAL RESPONSIBILITY
Sustainability Statement
• Casino France hypermarkets and supermarkets (HM/SM)
(including Codim): almost all the Group’s HM/SM activities
in France were sold in 2024. Given the extensive managerial
and organisational restructuring affecting these activities,
and the absence of reliable data available for them, they
were not included in the 2024 double materiality assessment,
policies and actions or metrics.
To ensure comparability, the pre-2024 data cited in this
Sustainability Report have been restated to reflect the same
scope as that used for 2024.
3.1.1.1.3
Time horizons
In accordance with the methodology published by EFRAG,
all matters mentioned in ESRS have been assessed in terms
of time horizons. A time horizon scale has been defined for
the Group and applies to all matters assessed:
• short term: less than 1 year;
• medium term: between 1 and 5 years;
• long term: 5 years or more.
For ESRS E1 only, a very long-term time horizon (10 years or
more) was considered.
3.1.1.1.4
Estimations, uncertainties
and methodological clarifications
Other than those relating to Scope 3 emissions, the metrics
presented in this Sustainability Statement are based on data
for the Group’s own operations. Note that the environmental
information is calculated over a 12-month period that does
not correspond to a calendar year, with a lag of less than
three months. The Company considers that the misalignment
with the financial reporting period did not distort the results
obtained for 2024, as no specific contextual events occurred
in the last quarter of the calendar year.
Details on the calculation methods and associated limits
of the greenhouse gas emissions assessment are provided
in section 3.1.2 “Environment”, paragraph 1 “Climate change”.
In the absence of available data, the Group uses estimates
to calculate its Scope 3 emissions and the volume of operating
waste produced (see section 3.1.2 "Environment" of this
report for more details).
The Group provides certain forward-looking information,
notably in relation to the decarbonisation strategy. Due to
their uncertain nature, future results may differ from this
forward-looking information.
Other points to note are the methodological details
on employee turnover and workplace accidents presented
in section 3.1.3 “Social”, paragraphs “Key data on Group
employees”, and “Metrics related to health and safety”, both
in “Casino Group and its own workforce (S1)”.
3.1.1.1.5
Missing data for the reporting year
Three of the quantitative data points (DP) required for 2024
are not provided:
• E5-5 The expected durability of the products placed on
the market by the undertaking, in relation to the industry
average for each product group;
• E5-5 The rates of recyclable content in products and their
packaging.
These relate to the value chain and the relevant information
is not available; the data points will be provided as the data
is made available by suppliers.
• G1-6 The undertaking’s standard contractual payment
terms, in particular for SMEs. This information is not currently
available on a consolidated basis or by supplier company
size. However, it should be noted that payment terms,
regardless of the size of the Group’s suppliers, are
governed by the applicable rules described in section 3.1.4
“Governance”, paragraph 1.4 “Management of relationships
with suppliers, including payment practices”. The Group
will work on this data point in 2025.
The following qualitative information has not been provided
due to:
1.
the specific context for Casino Group in 2024 and the launch
of a new strategic plan. From 2025, and by the end of 2026
at the latest, this situation will lead the Group to:
• (S1) specify governance, targets, action plans, resources
allocated and relevant metrics on topics including social
dialogue, working time, harassment, privacy and data
protection, and health and safety. It will also specify
how it integrates these elements into its strategy and
business model,
• (E1) complete and validate the transition plan and
the financing associated with the governance bodies,
in accordance with the requirements of ESRS E1;
2.
the unavailability of certain information from the value
chain concerning (E2-pollution) the pollutants and
substances covered by the policies in place, (E3-water
resources) the methods for tracking the policies put
in place and governance, (E4-biodiversity) the way
in which biodiversity-related impacts, dependencies
and opportunities derive from the strategy and the
business model, and (S2-value chain workers) work on
the identification of the most vulnerable workers and
related policies, as well as measures to adapt the
strategy and business model.
The Group will publish this information as it becomes
available from suppliers.
180
2024 UNIVERSAL REGISTRATION DOCUMENT – GROUPE CASINO
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CORPORATE SOCIAL RESPONSIBILITY
Sustainability Statement
3.1.1.1.6
Incorporation by reference
The following items have been incorporated by reference:
• ESRS S1, S1-16, annual total remuneration ratio of the
highest paid individual to the median annual total
remuneration for all employees: presented in the Corporate
Governance Report, section 5.4.2.3;
• ESRS 2, SBM-1, strategy, business model and value chain:
presented in “Financial and accounting information –
Consolidated financial statements”. The breakdown of the
Group’s net sales is provided in Note 5.1 to the consolidated
financial statements;
• ESRS S2, GOV-1, role of the administrative, management
and supervisory bodies: presented in the Corporate
Governance Report, sections 5.1, 5.2, 5.3 and 5.5;
• cross-cutting, stakeholder engagement: presented in
section 3.2 “Duty of Care Plan”, paragraph 3.2.1 “Commitments,
partnerships and stakeholder engagement”;
• ESRS E2, E2-16, policy and control plan relating to water
pollution by suppliers: presented in the Duty of Care Plan
(see section 3.2 “Duty of Care Plan”, paragraph 3.2.5
“Measures to assess, prevent and mitigate risks related to
suppliers of private-label products manufactured in
countries at risk”);
• ESRS E4, E4-25, policy and control plan related to palm oil
used by suppliers: presented in the Duty of Care Plan
(see section 3.2 “Duty of Care Plan”, paragraph 3.2.6
“Assessment measures and actions concerning private-
label suppliers whose products contain palm oil”);
• ESRS S2, S2-25, S2-27 a) b) c) and S2-28, actions to
remediate impacts identified on value chain workers:
presented in the “Supplier support” paragraph of section
3.2 “Duty of Care Plan”, paragraph 3.2.5 “Measures to
assess, prevent and mitigate risks related to suppliers of
private-label products manufactured in countries at risk”;
Employees can also use the Group’s whistleblowing
mechanism for reporting alerts, as set out in section 3.2
"Duty of Care Plan”, paragraph 3.2.7 “Duty of care alerts”;
• ESRS S2, S2-17, actions to remediate impacts identified on
value chain workers: presented in the “Supplier support”
paragraph of section 3.2 “Duty of Care Plan”, paragraph
3.2.5 “Measures to assess, prevent and mitigate risks
related to suppliers of private-label products manufactured
in countries at risk”;
• ESRS S2, S2-32 a) b) c) d), actions undertaken to prevent
negative impacts on value chain workers: presented in
section 3.2 “Duty of Care Plan”, paragraph 3.2.5.1 “Regular
risk assessment procedures, risk mitigation programmes
and initiatives to prevent serious violations, harm or
damage” and 3.2.5.2 “Implementation report”. For palm
oil, measures on risks related to working conditions on
palm plantations are set out in section 3.2 "Duty of Care
Plan", paragraph 3.2.6.1 "Procedure for regular assessment
and action to mitigate risks or prevent serious harm".
3.1.1.2
Governance
3.1.1.2.1
The role of the administrative,
management and supervisory bodies
The Group’s governance structure is described in detail in
the Corporate Governance Report.
Information on the composition and ongoing training of
the Group’s governance bodies:
• at 27 February 2025, the Board of Directors had eight
members, including four women (one of whom a Director
representing employees), and five Independent Directors.
The proportion of women was 43% (excluding the Director
representing employees). The independence rate was
71%, again excluding the Director representing employees.
It also includes two Non-Voting Directors;
• an ongoing training programme is implemented annually.
Specifically, the Director representing employees received
three training modules from the Institut français des
administrateurs during the third quarter of 2024 (Role of
a Director representing employees, Finance fundamentals,
Role of a Director), for a total of four days’ training.
Two training sessions on sustainability matters were
organised in 2024;
• at 1 March 2025, the Executive Committee had twelve
members, 50% women, ensuring a balanced representation
of men and women on the management bodies.
The roles and responsibilities of the administrative bodies,
including the Governance and Social Responsibility Committee,
and the Executive Committee are described in the Corporate
Governance Report.
Skills, training and diversity within the Board of Directors
are described in the Corporate Governance Report.
3.1.1.2.2
Information provided to and
sustainability matters addressed
by the Group’s administrative,
management and supervisory bodies
The work carried out to implement the CSRD within
the Group (double materiality assessment, stakeholder
identification, due diligence process, gap analysis and related
internal controls) was presented to and approved by the
Executive Committee and the Governance and Social
Responsibility Committee.
The Executive Committee was consulted twice in 2024: first,
upstream, to present the process and related governance
implemented by the Group; and second, to present the results
of the double materiality assessment and gap analysis.
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Sustainability Statement
Several matters were referred to the Governance and Social
Responsibility Committee in 2024:
• in conjunction with the Appointments and Compensation
Committee:
examination
of
the
quantitative
CSR
performance objectives, including the quantitative targets
for increasing the number of women in management
positions and the quantitative climate objectives selected
for the Chief Executive Officer’s variable compensation;
• successive progress reports on the implementation of the
CSRD: in particular, review of the methodology and results
of the double materiality assessment presented by the
CSR Director and presentation by the Statutory Auditor
responsible for auditing the Sustainability Statement,
of their role, the work carried out, the actions for 2025 and
the risk assessment approach during a joint meeting
with the members of the Audit Committee;
• definition of the content of the CSR training implemented
in 2024;
• updates on the Green Taxonomy and the regulation on
imported deforestation;
• updates
on
the
anti-corruption
system
and
the
implementation of measures and procedures to prevent
and detect bribery and corruption as required by the
Sapin II law;
• presentation of CSR objectives for 2028 and/or 2030 in terms
of climate, societal responsibility and responsible product
offering (levers of the 2024-2028 renewal plan);
• update on the gender equality policy and progress towards
meeting the target proportion of women in executive
management positions, as well as action plans.
The list of material impacts, risks and opportunities addressed by the governance bodies during the reporting period is
presented below.
DOUBLE MATERIALITY MATRIX FOR ENVIRONMENTAL, SOCIAL AND GOVERNANCE MATTERS
ENVIRONMENT
IRO
(impacts, risks,
opportunities)
Description
Category
and time
horizon
(A/P*, ST,
MT or LT**)
Positive
/Adverse
Own
operations/
Value
chain***
ESRS 1 – CLIMATE CHANGE
Climate change
mitigation
Risk
For Casino Group, climate change mitigation
means investing in a climate policy consistent
with the 1.5°C pathway of the Paris Agreement
in the form of sustainable cooling, sustainable
transport and energy efficiency.
Failure to achieve these environmental objectives
could also constitute a risk for the Group’s image.
Potential
ST/MT/LT
/
Own
operations
Climate change
mitigation
Impact
Retail activities contribute to climate change
through emissions related to the operation of sites
(mainly stores and warehouses) and products
sold. The impact is direct (own operations) for
the consumption of energy, refrigerants and fuel
for transporting goods. It is indirect (upstream/
downstream value chain) for the manufacture,
transport, use and end-of-life of products sold.
Potential
LT
Adverse
Value
chain
> Own
operations
ESRS 2 – WATER POLLUTION
Pollution of water
Impact
The direct impact of Casino Group’s activities
(stores, headquarters, warehouse) on water
pollution is not material. However, there is
a potential indirect impact resulting from
the manufacturing process and the use of
products sold (use of plant protection products
in agriculture, use of chemicals in industry).
Potential
LT
Adverse
Value
chain
ESRS 3 – WATER AND MARINE RESOURCES
Water consumption
and withdrawal
Impact
The potential direct impact of Casino Group’s
activities on water withdrawal is small. However,
upstream agriculture, processing and use
by end‑users of the products sold by the Group
potentially have an indirect impact
on water resources.
Potential
MT
Adverse
Value
chain
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ENVIRONMENT
IRO
(impacts, risks,
opportunities)
Description
Category
and time
horizon
(A/P*, ST,
MT or LT**)
Positive
/Adverse
Own
operations/
Value
chain***
Extraction and use
of marine resources
Impact
The potential direct impact of Casino Group’s
activities on the extraction and use of marine
resources is small. However, there is a potential
indirect (upstream) impact resulting from the sale
of fishery products, despite the use of increasingly
sophisticated techniques to protect marine
resources in line with European regulations
and proactive policies on responsible fishing.
Potential
MT
Adverse
Value
chain
ESRS 4 – BIODIVERSITY AND ECOSYSTEMS
Direct
impact
drivers of
biodiversity
loss
Sub-topic:
Climate
change
Impact
Casino Group has a potential indirect impact on
biodiversity loss as a result of the greenhouse gas
emissions caused by its activities, as described
in the section on climate change mitigation.
The impact relates essentially to the upstream
part of the company’s value chain.
Potential
LT
Adverse
Value
chain
Sub-topic:
Land-use
change,
fresh water-
use change
and sea-use
change
Impact
The potential direct impact of the Group’s
activities on land-use change is small, due
to the local nature of its activities (mainly small
areas in city centres). However, there is a potential
indirect impact (upstream value chain) on
biodiversity loss and land-use change as a result
of the food products sold; certain raw materials
come from production areas at risk
of deforestation, such as cocoa, soy, palm oil
or animal products from livestock farming.
Potential
ST
Adverse
Value
chain
Sub-topic:
Direct
exploitation
Impact
The potential impact of the Group’s activities
on the direct exploitation of biodiversity is small.
However, there is a potential indirect impact
through the marketing of fishery products,
which could affect fishery resources.
Potential
MT
Adverse
Value
chain
Impacts and
dependencies
on ecosystem
services
Impact
Casino Group’s activities have a potential indirect
impact on the upstream value chain through
the marketing of food products that depend
on agriculture and ecosystem services.
Potential
LT
Adverse
Value
chain
ESRS 5 – CIRCULAR ECONOMY
Resource outflows
related to products
and services
Impact
The Group’s activities have an impact on resource
outflows (packaging, food waste, waste associated
with products and services sold) related
to its products and services. The impact is on
the downstream value chain due to the end-of-life
of food and non-food products sold, the sale
of packaging (or even excess packaging) that
is not necessarily recyclable or not necessarily
recycled by consumers, and food waste resulting
from the sale of perishable items.
Actual
Adverse
Value
chain
> Own
operations
Risk
The management of resource outflows may
represent a risk for Casino Group due to current
and future regulations (ecotax, anti-waste law,
etc.) and reputational risk in the event
of non‑compliance, with investments needed
to meet regulatory and market expectations,
in particular the introduction of new concepts
such as bulk sales or returnable containers.
Potential
ST/MT/LT
/
Own
operations
Waste
Impact
Retail activities generate operating waste
due to the industrial packaging required
for the transport and storage of goods
(mainly cardboard and plastic).
Actual
Adverse
Value
chain
> Own
operations
*
Actual or potential.
**
Short-term, medium-term, long-term.
***
Indicates whether the impacts are indirect/direct. Where there are both direct and indirect impacts, the predominant impact is in bold.
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Sustainability Statement
SOCIAL
IRO
(impacts, risks,
opportunities)
Description
Category
and time
horizon
(A/P*, ST,
MT or LT**)
Positive
/Adverse
Own
operations/
Value
chain***
ESRS S1 – OWN WORKFORCE
Working
conditions
Working time
Impact
The specific nature of the retail business
and its seasonal structure may have an
impact on the working hours of employees.
Some of the company’s functions require
“atypical” working hours (night work, public
holiday work, on-call duty, etc.).
Potential
MT
Adverse
Own
operations
Social
dialogue
and collective
bargaining
Impact
The Group’s activities bring together a large
number of employees in a wide range of
jobs, with equally diverse working conditions
that can have a potentially negative impact
on employees. This makes it necessary
to consider the needs and expectations
of employees in many ways.
Potential
MT
Adverse
Own
operations
Health
and safety
Impact
Retail activities can have an impact on
the health and safety of employees due
to the arduous nature of certain tasks
(e.g., musculoskeletal disorders from
handling heavy products or repetitive
movements) and the hazardous nature
of certain jobs (manual handling or use
of mechanical equipment).
Actual
Adverse
Own
operations
Equal
treatment and
opportunities
for all
Gender
equality and
equal pay for
work of equal
value
Impact
Casino Group has a positive impact on
employees in terms of equal opportunities
and treatment and, more generally, in the
fight against gender-based discrimination
due to the diverse range of jobs offered
and the possibility of upward social mobility,
as well as the proactive policy pursued
by Casino Group in this area.
Actual
Positive
Own
operations
Training
and skills
development
Impact
The Group’s activities have a positive impact
on employee training in that the sector
offers many recruitment opportunities for
low‑skilled positions and/or those requiring
few qualifications, with real opportunities
for internal career development.
Actual
Positive
Own
operations
The
employment
and inclusion
of persons
with
disabilities
Impact
The Group’s activities have a positive impact
on the employment and inclusion of people
with disabilities in that the sector offers
a wide variety of jobs open to people
with disabilities and real opportunities
for maintaining employment after
the adaptation of workstations.
Actual
Positive
Own
operations
Measures
against
violence and
harassment
in the
workplace
Impact
The Group’s employees are potentially
exposed to violent behaviour on the part
of customers. Employees may also be
subjected to behaviour contrary
to the Group’s ethical rules (moral
or sexual harassment).
Potential
MT
Adverse
Own
operations
Diversity
Impact
The Group’s activities have a positive impact
on diversity given the availability of jobs
open to all profiles within the sector
and the strong Group-wide commitment
to fighting discrimination.
Actual
Positive
Own
operations
Other work-
related rights
Privacy
and data
protection
Impact
The Group’s activities can potentially have
an adverse impact due to the processing
of employees’ personal and confidential data.
Potential
ST
Adverse
Own
operations
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SOCIAL
IRO
(impacts, risks,
opportunities)
Description
Category
and time
horizon
(A/P*, ST,
MT or LT**)
Positive
/Adverse
Own
operations/
Value
chain***
ESRS S2 – VALUE CHAIN WORKERS
Working
conditions
Secure
employment
Impact
Casino Group’s activities may have an indirect
impact on the job security of value chain
workers, notably through the marketing
of private-label or national-brand products
from countries or sectors where working
conditions are a potential source of risk.
Potential
MT
Adverse
Value
chain
Working time
Impact
Casino Group’s activities may have an indirect
impact on the working hours of value chain
workers, notably through the marketing
of private-label or national-brand products
from countries or sectors where working
conditions are a potential source of risk.
Potential
MT
Adverse
Value
chain
Adequate
wages
Impact
Casino Group’s activities may have an
indirect impact on the wages of value chain
workers, notably through the marketing
of private-label or national-brand products
from countries or sectors where working
conditions are a potential source of risk.
Potential
MT
Adverse
Value
chain
Social
dialogue
and collective
bargaining
Impact
Casino Group’s activities may have
an indirect impact on value chain workers,
notably through the marketing of
private‑label or national-brand products
from countries or sectors where working
conditions are a potential source of risk.
Potential
ST
Adverse
Value
chain
Freedom
of association,
the existence
of works
councils
and the
information,
consultation
and
participation
rights of
workers
Impact
Casino Group’s activities may have an indirect
impact on the freedom of association of value
chain workers, notably through the marketing
of private-label or national‑brand products
from countries or sectors where working
conditions are a potential source of risk.
Potential
ST
Adverse
Value
chain
Health and
safety
Impact
Casino Group’s activities may have an indirect
impact on the health and safety of value
chain workers, notably through the marketing
of private-label or national-brand products
from countries or sectors where working
conditions are a potential source of risk.
Actual
Adverse
Value
chain
Equal
treatment and
opportunities
for all
Measures
against
violence and
harassment in
the workplace
Impact
Casino Group’s activities may have an indirect
impact due to harassment or violence in
the workplace towards value chain workers,
through the marketing of private-label
or national-brand products from countries
or sectors where working conditions are
a potential source of risk.
Potential
ST
Adverse
Value
chain
Diversity
Impact
Casino Group’s activities may have an indirect
impact on the diversity of value chain
workers, notably through the marketing
of private-label or national-brand products
from countries or sectors where working
conditions are a potential source of risk.
Potential
ST
Adverse
Value
chain
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SOCIAL
IRO
(impacts, risks,
opportunities)
Description
Category
and time
horizon
(A/P*, ST,
MT or LT**)
Positive
/Adverse
Own
operations/
Value
chain***
Other work-
related rights
Child labour
and forced
labour
Impact
Casino Group’s activities may have an
indirect impact on child labour or forced
labour among value chain workers, notably
through the marketing of private-label
or national-brand products from countries
or sectors where working conditions are
a potential source of risk.
Potential
ST
Adverse
Value
chain
Adequate
housing,
and water
and sanitation
Impact
Casino Group’s activities may have an
indirect impact on housing, and access
to water and sanitation for value chain
workers, notably through the marketing
of private-label or national-brand products
from countries or sectors where working
conditions are a potential source of risk.
Potential
ST
Adverse
Value
chain
ESRS S3 – AFFECTED COMMUNITIES
Support for public
interest organisations
Impact
The Group’s activities in terms of support
for public interest organisations and
solidarity in general have a positive impact
on communities. The sector is particularly
active in food aid.
Actual
Positive
Value
chain
ESRS S4 – CONSUMERS AND END-USERS
Information-
related
impacts for
consumers
and/or
end‑users
Privacy
and data
protection
Impact
The Group’s activities potentially have
an adverse impact on consumers and
customers through the retention and
processing of personal and confidential data,
breaches of which could cause them harm.
Potential
ST
Adverse
Value
chain
Access
to (quality)
information
Impact
The Group’s activities have a positive impact
on consumers’ access to quality information,
not only due to the regulations in force
(indexes, composition, traceability, etc.)
but also through the proactive practices
of the retail sector, p articularly as regards
private-label products.
Actual
Positive
Value
chain
Personal
safety of
consumers
and/or
end‑users
Consumer
health
Impact
The Group’s activities have a positive impact
on consumer health through access
to quality food products: quality control,
audit, traceability, product composition
meeting demanding criteria.
Actual
Positive
Value
chain
Security
of a person
Impact
The Group’s activities have a potential adverse
impact on human safety (food poisoning,
accident related to use) in the event of
an undetected anomaly in the composition
or manufacturing process of a product.
Potential
ST
Adverse
Value
chain
Social
inclusion
of consumers
and/or
end‑users
Access
to products
and services
Impact
The Group’s activities have a positive impact
on people’s access to products and services
due to its geographical coverage
(strong presence in urban as well as rural
areas) and the diversity of its products
and distribution channels.
Actual
Positive
Value
chain
Access
to products
and services
Opportunity
The accessibility of the Group’s products
and services is a financial opportunity,
facilitated by its very strong convenience
positioning and its local roots.
Potential
ST/MT/LT
/
Own
operations
Raising
customer
awareness
of more
responsible
consumption
Raising
customer
awareness
of more
responsible
consumption
Impact
The Group’s activities have a positive impact
on consumers through the offer of responsible
products that meet not only health
and nutrition criteria, but also environmental
and societal criteria. Awareness-raising
campaigns and consumer incentives
encourage more sustainable consumption.
Actual
Positive
Value
chain
*
Actual or potential.
**
Short-term, medium-term, long-term.
***
Indicates whether the impacts are indirect/direct. Where there are both direct and indirect impacts, the predominant impact is in bold.
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GOVERNANCE
IRO
(impacts, risks,
opportunities)
Description
Category
and time
horizon
(A/P*, ST,
MT or LT**)
Positive
/Adverse
Own
operations/
Value
chain***
ESRS G1 – BUSINESS CONDUCT
Animal welfare
Impact
The Group’s activities have an indirect adverse
impact through the sale of products from sectors
whose rearing and slaughter practices do not fully
meet the requirements of stakeholders with
expertise in animal welfare.
Actual
Adverse
Value
chain
Management of
relationships with
suppliers including
payment practices
Impact
Relationships with suppliers are regularly
challenged within the sector, particularly as
regards the balance of power in dealings with
small suppliers and during commercial negotiations.
Potential
ST
Adverse
Own
operations
> Value
chain
Corruption and bribery
Impact
The Group’s activities have a potential impact
on corruption through the interaction with many
stakeholders in the conduct of its business.
Potential
ST
Adverse
Value
chain
> Own
operations
Corporate culture
Impact
Corporate culture has a potential positive impact
on stakeholders through the employer brand,
the brand image among customers and
the quality of supplier relationships.
Potential
ST
Positive
Own
operations
> Value
chain
*
Actual or potential.
**
Short-term, medium-term, long-term.
***
Indicates whether the impacts are indirect/direct. Where there are both direct and indirect impacts, the predominant impact is in bold.
3.1.1.2.3
Integration of sustainability-related
performance in incentive schemes
The Group has implemented compensation policies based
on sustainability matters for the members of its administrative
and management bodies. Two-thirds of these are indexed
to climate considerations:
• the variable compensation of the Group’s Chief Executive
Officer includes CSR criteria reflecting the Group’s social
and environmental challenges (quantitative diversity criteria
and quantitative criteria aligned with the Group’s energy
and climate objectives), in coordination with the Governance
and Social Responsibility Committee and the Appointments
and Compensation Committee;
• part of the variable compensation of the members of the
Group Executive Committee and Group executives is also
determined on the basis of those criteria.
Details are provided in section 3.1.4 “Governance” of this
document.
3.1.1.2.4
Statement on due diligence
Casino Group considers stakeholders across its entire value
chain in order to integrate their interests and views into its
CSR strategy. The Group maintains regular and constructive
dialogue with its stakeholders and encourages open and
meaningful discussions for the purpose of developing and
jointly creating projects and innovative partnerships.
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Core elements of due diligence
Paragraphs in the Sustainability Statement
(a)
Embedding due diligence
in governance, strategy
and business model
“The role of the administrative, management and supervisory bodies”, in “Business conduct (G1)”
Duty of Care Plan, paragraph 3.2.2 “Governance of the Duty of Care Plan”
(b) Engaging with affected
stakeholders at all stages
of due diligence
Stakeholder mapping in section 2.4 “Statement on due diligence”, in “General disclosures
relating to Casino Group’s Sustainability Statement”, and paragraph “Alert mechanisms and
tools”, in section 3.1.4 “Governance”
(c)
Identifying and assessing
adverse impacts
Paragraph 2.2 “Information provided to and sustainability matters addressed by the Group’s
administrative, management and supervisory bodies”, in “General disclosures relating to
Casino Group’s Sustainability Statement”
(d) Taking measures to remedy
these negative impacts
Paragraph 1.3 “Actions and resources related to climate change”, in “Climate change (E1)”
Paragraph 2.2 “Actions and resources related to water pollution”, in “Pollution (E2)”
Paragraph 3.2 “Actions and resources related to water and marine resources”, in “Water and
marine resources (E3)”
Paragraph 4.3 “Actions and resources related to biodiversity and ecosystems”, in “Biodiversity
and ecosystems (E4)”
Paragraph 5.2 “Actions and resources related to resource use and circular economy”, in
“Resource use and circular economy (E5)”
“Actions and resources related to working time”, “Actions and resources related to social
dialogue and collective bargaining”, “Actions and resources related to health and safety”,
“Actions and resources related to measures against violence and harassment in the
workplace”, “Actions and resources related to privacy and data protection”, in “Casino Group
and its Talents (S1)”
Paragraph 2.3 “Actions and resources related to value chain workers”, in “Value chain workers
(S2)”
“Actions and resources related to personal safety”, in “Customers and end-users (S4)”
“Actions and resources (corruption)”, in “Business conduct (G1)”
(e)
Tracking the effectiveness
of these efforts and
communicating
Paragraphs 1.4 “Targets related to climate change” and 1.5 “Metrics related to climate
change”, in “Climate change (E1)”
Paragraphs 2.3 “Targets related to water pollution” and 2.4 “Metrics related to water
pollution”, in “Pollution (E2)”
Paragraphs 3.3 “Targets related to water and marine resources” and 3.4 “Metrics related to
water and marine resources”, in “Water and marine resources (E3)”
Paragraphs 4.4 “Objectives related to biodiversity and ecosystems” and 4.5 “Metrics related
to biodiversity and ecosystems”, in “Biodiversity and ecosystems (E4)”
Paragraphs 5.3 “Targets related to resource use and circular economy” and 5.4 “Metrics
related to resource use and circular economy”, in “Resource use and circular economy (E5)”
“Targets related to working time” and “Metrics related to working time”, “Targets related to
social dialogue and collective bargaining” and “Metrics related to social dialogue and
collective bargaining”, “Targets related to health and safety” and “Metrics related to health
and safety”, “Targets related to measures against violence and harassment in the workplace”
and “Metrics related to measures against violence and harassment in the workplace”,
“Targets related to privacy and data protection” and “Metrics related to privacy and data
protection”, in “Casino Group and its Talents (S1)”
Paragraph 2.4 “Targets related to value chain workers”, in “Value chain workers (S2)” section
“Targets related to personal safety”, in “Customers and end-users (S4)”
“Metrics”, in “Business conduct (G1)”
To ensure completeness, the Group has mapped its
stakeholders in all stages of its value chain: Upstream, Direct
and Downstream. The Group has identified more than a dozen
stakeholders, including:
• consumers/users/customers;
• business partners including franchisees and affiliates, and
joint ventures/suppliers/service providers;
• employees (internal/external)/trade unions, NGOs/non-profits,
governments/regions;
• local communities/populations, shareholders and other
financial stakeholders.
To identify the Impacts, Risks and Opportunities associated
with each matter, the Group referred to:
• national and international documents such as the UN
Guiding Principles on Business and Human Rights to assess,
address and report actual and potential human rights risks
in its value chain; the Universal Declaration of Human
Rights; the International Covenant on Civil and Political
Rights; and the International Covenant on Economic, Social
and Cultural Rights;
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• information from stakeholders themselves. Knowledge of
the full range of interests and views of internal and external
stakeholders was ensured both by consulting data from
some of them (e.g., NGOs, rating agencies, investors),
through exchanges (trade unions within the framework
of commissions and negotiations), and through interviews
(nearly 50 interviews with internal experts on issues with
social, societal or environmental impacts).
The assessment of the materiality of adverse impacts was also
based on due diligence processes, as defined in Law 2017-399
of 27 March 2017 on the duty of care. As such, the Group
identifies risks and prevents serious violations of human rights
and fundamental freedoms, serious harm to the health and
safety of persons, and serious damage to the environment
resulting from the operations of (i) the company; (ii) the
companies it controls; or (iii) subcontractors or suppliers with
which the company has an ongoing business relationship,
when such operations are part of said relationship.
The stakeholder map below formalises the terms of the dialogue used to capture the specific expectations of each stakeholder.
VALUE CHAIN – UPSTREAM
OWN OPERATIONS
VALUE CHAIN – DOWNSTREAM
ACTIVITY
Supply and production
Retail
Consumption
(Upstream agriculture, manufacturing,
processing, packaging, transport, etc.)
(Warehouse, stores and headquarters)
(Use of products sold and product
end‑of life)
STAKEHOLDERS
Suppliers and service providers
(producers, subcontractors, transporters
and other business partners, including
value chain workers)
Local communities
(affected populations and local residents)
Governments and regions
(public authorities, administration,
institutional bodies)
Employees
(including management, Group entities
and internal governance bodies)
Trade unions
Shareholders
(and other financial stakeholders such
as banks and investors)
Consumers/Users/Customers
B2B commercial partners including
franchisees
Governments and regions
(public authorities, administration,
institutional bodies)
NGOs and non-profits
Local communities
(affected populations and local residents)
MATERIAL MATTERS
Climate change
Climate change mitigation
Pollution
Water pollution
Water and marine resources
(Water consumption and water
withdrawal and Extraction and use
of marine resources)
Biodiversity and ecosystems
Direct drivers of impact of biodiversity loss
and Impacts and dependencies on
ecosystem services
Circular economy
Waste and Food waste
Value chain workers
Working conditions, Equal treatment
and equal opportunities for all, and Other
work-related rights (forced labour,
adequate housing, etc.)
Business conduct
Animal welfare, Management of supplier
relationships, including payment
practices, and corruption and bribery
Climate change
Climate change mitigation
Circular economy
Waste and Food waste
Own workforce
Working conditions, Equal treatment
and equal opportunities for all, and Other
work-related rights (privacy and data
protection)
Business conduct
Corporate culture, Corruption and bribery,
and Management of supplier relationships,
including payment practices
Climate change
Climate change mitigation
Pollution
Water pollution
Water and marine resources
(Water consumption and water
withdrawal and Extraction and use
of marine resources)
Biodiversity and ecosystems
Direct drivers of impact of biodiversity
loss and Impacts and dependencies
on ecosystem services
Circular economy
Resource outflows related to products
and services, Waste and Food waste
Value chain workers
Working conditions, Equal treatment
and equal opportunities for all, and Other
work-related rights (forced labour,
adequate housing, etc.)
Consumers and users
Impacts related to consumer and/or
end‑user information, Safety of consumers
and/or end-users, and Raising customer
awareness of more responsible
consumption
Business conduct
Support for public interest organisations
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VALUE CHAIN – UPSTREAM
OWN OPERATIONS
VALUE CHAIN – DOWNSTREAM
VIEWS, EXPECTATIONS AND INTERESTS OF STAKEHOLDERS
Suppliers and service providers:
• Stable, predictable business
relationships and long-term
partnerships
• Transparent, reasonable
and fair payment terms
• Respect of commitments
• Working conditions of upstream
value chain workers
Local communities:
• Creation of local jobs and contribution
to the local economy
• Social, environmental and community
responsibility (including management
of adverse impacts)
• Respect for local values and needs
• Contribution to improvement to local
infrastructure
• Transparency and dialogue
Government and regions:
• Compliance with standards
and consumer protection
• Transparency and reporting
• Social, environmental and societal
responsibility
Employees and trade unions:
• Good working conditions (including
health and safety)
• Development opportunities and training
• Well-being at work (social climate,
work‑life balance, inclusive corporate
culture, etc.)
• Improvement of working conditions
(including health and safety)
• Improvement of wages and benefits
• Job stability and security (permanent
contracts, prevention of unfair dismissal,
full-time work, etc.)
• Equity and non-discrimination
• Improvement of work schedules
and time management
• Social dialogue and transparency
• Training and skills development
Shareholders:
• Profitability and financial performance
• Sustainable growth and customer loyalty
• Physical and transition risk management
Consumers/Users/Customers:
• Healthy, quality products
at affordable prices
• Product communication
and transparency
• Corporate social and environmental
responsibility
• Data security
• Pleasant shopping experience
B2B commercial partners
including franchisees:
• Clarity of partnership terms and conditions
• Support and guidance
• Equitable sharing of costs and profits
• Communication and transparency
• Respect for ethical values and CSR
commitments
• Working conditions of downstream
value chain workers
Government and regions:
• Compliance with standards
and consumer protection
• Transparency and reporting
• Social, environmental and societal
responsibility
NGOs and non-profits:
• Social, environmental and societal
responsibility
• Compliance with ethical standards
(transparency, human rights, anti-fraud
and anti-corruption, etc.)
Local communities:
• Creation of local jobs and contribution
to the local economy
• Social, environmental and community
responsibility (including management
of adverse impacts)
• Respect for local values and needs
• Contribution to improvement to local
infrastructure
• Transparency and dialogue
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VALUE CHAIN – UPSTREAM
OWN OPERATIONS
VALUE CHAIN – DOWNSTREAM
GROUP COMMITMENTS AND POLICIES TO MEET STAKEHOLDER EXPECTATIONS
Suppliers and service providers:
• Strengthen ethical social compliance
• Support local production chains
• Facilitate suppliers’ CSR initiatives
• Promote good working conditions
for upstream value chain workers
Local communities:
• Develop foundation programmes
• Strengthen community partnerships
Government and regions:
• Reduce greenhouse gas emissions
by stepping up actions on transport,
sustainable refrigeration, energy
and low-carbon product ranges
• Improve energy efficiency and
promotion of renewable energy
• Reduce and recover waste
Employees and trade unions:
• Promote diversity and professional
equality
• Help young people enter the workforce
• Encourage employee development
and promotion
• Act to protect employee health
and well-being
Shareholders:
• Safeguard the Group’s sound
financial health
• Adopt a sustainable business model
and strategy
Consumers/Users/Customers:
• Protect consumer health
• Promote consumption that respects the
environment and biodiversity, including
responsible supply and sourcing
and sustainable fishing
• Combat food waste
B2B commercial partners including
franchisees:
• Strengthen ethical social compliance
• Promote CSR approaches
• Promote good working conditions
for downstream value chain workers
Government and regions, and NGOs
and non-profits:
• Reduce greenhouse gas emissions
by stepping up actions on transport,
sustainable refrigeration, energy
and low-carbon product ranges
• Improve energy efficiency and
promotion of renewable energy
• Reduce and recover waste
Local communities:
• Develop foundation programmes
• Strengthen community partnerships
KEY DIALOGUE METHODS
Promotion of CSR approaches
Working groups
(bilateral or multilateral), including
with NGOs active on social, societal and
environmental matters in high-risk sectors
Interaction via supplier forums and
conventions, discussion meetings, notably
within professional and sector federations
Internal communication via the intranet,
internal events
Social dialogue and exchanges
with employee representative bodies
Engagement surveys
Annual performance and career
development reviews
Helpline and whistleblowing networks
Exchanges with rating agencies,
responses to questionnaires and analysis
of their rating reports
Exchanges with regulatory bodies
(AMF) and external auditors
Email address for shareholders
Review of documentation
Customer satisfaction surveys
Multi-channel customer relationships
(customer service, telephone, email,
chat and social media)
Interaction through community
initiatives (through the Foundation,
fundraising events, etc.)
Promotion of CSR approaches
Response to questionnaires from NGOs
and non-profits
Casino Group email address
Forum, event with our B2B partners
(franchise convention)
Review of documentation
3.1.1.2.5
Risk management and internal controls for sustainability reporting
The Group’s internal control system covers all its activities.
Workshops bringing together the Risk and Internal Control
Department and the Group CSR Department were organised
during the double materiality assessment process, both for
the construction of the methodology, including the construction
of evaluation scales (Impact and Financial), and for the
assessment of IROs. These workshops served to ensure the
consistency of the results of the double materiality assessment
(IROs considered material) with the CSR risks identified
through major risk mapping processes (details presented
in Chapter 4 of the Universal Registration Document).
In 2024, the Group Internal Control Department developed
a methodology for reviewing the internal control system
in relation to CSRD matters. It includes a self-assessment on
the system’s four key points (policies and procedures related
to ESG matters; processing and production framework
of metrics specific to ESG data; integrity and reliability of
metrics used; restitution and monitoring of ESG metrics/
reports), which will be applied to the main IROs considered
material for Casino Group, based on the dual materiality
matrix modelled and managed by the Group CSR Department.
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In addition, since 2020, CSR risks have been included in the
Group’s major risk mapping campaign. During this campaign
in 2024, food safety and the social and environmental
impacts of the supply chain were identified. These themes
were also identified as material in the double materiality
assessment (as presented in section 3.1.1 “General disclosures
relating to Casino Group’s Sustainability Statement”, in
section 4.1 "Description of the processes for identifying and
assessing material impacts, risks and opportunities”).
Procedures for the preparation and processing
of sustainability information
Data collection methods and controls aimed at ensuring
the reliability of the non-financial information reported
Non-financial data is collected and consolidated by the
Group CSR Department.
An integrated reporting tool was implemented in 2018 to
improve data collection and the reliability of calculating and
consolidating non‑financial metrics for the Group scope.
The definitions and methodologies used to calculate non-
financial metrics are provided directly in the tool and are
accessible to all parties involved in the reporting process.
Improvements are made each year to guarantee:
• compliance with the legal and regulatory requirements
relating to government order no. 2017-1180 of 19 July 2017
and decree no. 2017-1265 of 9 August 2017 relating to the
disclosure of non-financial information;
• consistency and proper understanding of calculation
methodologies across all Group entities;
• smooth running of the reporting campaign. Tutorials are
provided for contributors and validators, and reporting
principles are reiterated at the outset of each campaign,
namely:
• the timeline and the organisation of the process for
gathering, validating and consolidating CSR indicators,
• responsibilities at the various process levels,
• the reporting scope and the principles for taking account
of changes in scope (disposals, acquisitions),
• useful definitions for the proper understanding of
required data,
• the methodologies for calculating indicators, consistent
with applicable international or national reporting
standards.
To ensure the reliability of reported data, the data entry
system includes:
• the establishment of a workflow that defines the roles
and responsibilities of each person involved;
• a two-tiered control process involving the data validator
and the Group CSR Department. The audit of non-
financial data reinforces this system;
• automated checks and consistency tests integrated
directly into the reporting tool. Data validation is blocked
if the results of these checks are not satisfactory;
• supporting documentation required in the event of
material variations, zero data, or missing data;
• indication of the source of sensitive information.
A dedicated market tool is used for the “carbon” section.
3.1.1.3
Strategy
3.1.1.3.1
Strategy, business model
and value chain
The Group’s strategy and business model are presented in
the “Financial and accounting information – Consolidated
financial statements” chapter.
The majority of the Group’s business is the sale of food (fresh
and processed) and non-food products such as personal
care and household cleaning products and consumer goods
(textiles, home decoration, household appliances, etc.).
These products are sold in stores and online, via e‑commerce
platforms, with home delivery or in click & collect format.
The business also includes a service and franchise component.
Most of the Group’s business is in France.
Casino Group is committed to profitable and responsible
growth and believes that its brands have a role to play in
serving customers and society.
A breakdown of its net sales is given in Note 5.1 to the
consolidated financial statements.
Its food and non-food product retailing activity covers all
ESRS – with the exception of ESRS S3 for which the material
positive impact also stems from the philanthropic activities
carried out through the Group’s Foundation.
Casino Group’s value chain extends from the production
of raw materials to the marketing and consumption of food
and non-food products until the end-of-life of the products
sold. The identification of impacts, risks and opportunities
(IRO) covers the entire value chain.
3.1.1.3.2
Stakeholder consultation
The administrative, management and supervisory bodies are
kept informed of the views and interests of the stakeholders
affected by the company’s impact on sustainability through
the Governance and Social Responsibility Committee and
the Executive Committee, which deal specifically with duty
of care and climate matters.
Casino Group engages with stakeholders throughout its
value chain and incorporates their interests and opinions
into its CSR strategy. The expectations of these stakeholders,
the terms of dialogue and the Group’s commitments and
policies to meet their expectations are presented in the
stakeholder map in section 3.1.1 “General disclosures relating
to Casino Group’s Sustainability Statement” in 3.3 “Interaction
between IROs and the Group’s strategy and business model”.
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Human resources and CSR policies are built on regular
dialogue with employees and their representatives. The Group
conducts many initiatives in favour of social dialogue, and
works to establish tools for listening to and exchanging
with employees. Numerous agreements are signed each
year with representative trade union organisations, reflecting
their expectations, rights and interests. These mechanisms
and tools are presented in section 3.1.3 “Social”, paragraph
1.4 “Social dialogue and collective bargaining, including
workers covered by collective agreements”.
The Group defines, monitors and publishes a Duty of Care
Plan that takes into account internal and external stakeholders,
as well as value chain workers. The Group’s actions in this regard
are detailed in section 3.2 “Duty of Care Plan”, paragraph 3.2.1
“Commitments, partnerships and stakeholder engagement”.
3.1.1.3.3
Interaction between IROs and the
Group’s strategy and business model
At the heart of communities, towns and consumers' daily
lives, Casino Group strives to respond to many challenges
including the energy transition, regional cohesion, combating
food waste, waste management, promoting inclusion and
diversity, and offering responsible and local products.
Today, the Group’s business model and strategy, as defined
in the “Renouveau 2028” plan, enable it to respond to these
material challenges. For example:
• the refocusing of the Group’s activities on convenience
retail reduces the carbon impact of its customers’ journeys
and promotes soft mobility, as opposed to retail models
based on networks of stores in urban peripheries;
• the development of the Naturalia brand and, more
generally, of a range of responsible products is a response
to environmental and societal matters, particularly public
health, and consumer expectations;
• diversity and inclusion are encouraged by the existence
of a collective of more than 25,000 employees, working
in a favourable social context in France;
• the launch, in January 2025, of a mobile Casino store to
facilitate access to essential products and services, thereby
promoting social ties and combating the disappearance
of retail outlets in rural areas;
• GOTS (Global Organic Textile Standard), OCS (Organic
Content Standard), or BioRe certification for all organic
cotton clothing sold at Monoprix, to better address
environmental issues related to textiles;
• the promotion of nearly 1,000 local products in Casino,
Spar and Vival stores to promote healthy eating and local
producers;
• the programme dedicated to “more responsible” products
at Cdiscount, which promotes those that are easier to repair,
reconditioned, use less energy, are certified by trusted
third parties, are made in France or are made to order.
This programme accounted for 25.2% of sales in 2024.
The environmental, social and governance impacts deemed
material, both positive and negative, are taken into account
by the Group and addressed through action plans. These
action plans aim either to minimise adverse impacts and
mitigate risks, or to maximise opportunities and positive
impacts for all stakeholders affected, primarily employees,
suppliers and customers. These policies and actions, consistent
with the “Renouveau 2028” strategic plan, contribute to:
• inventing a new form of regional cohesion: as a retail
network, Casino has a social and societal role to play in
developing new services for the most isolated in towns
and villages, ensuring that producers are fairly paid,
supporting entrepreneurial initiatives and working to
promote inclusion and diversity;
• turning our products into the benchmark for good and
healthy eating: ensuring that supplier specifications are
rigorous, upholding animal welfare and reducing food waste;
• focusing on solutions that safeguard the environment:
reducing waste, cutting carbon emissions and sourcing
through the most environmentally friendly production
chains.
3.1.1.4
Impact, risk and opportunity management
3.1.1.4.1
Description of the processes
to identify and assess material
impacts, risks and opportunities
The Group has developed an internal tool to perform the double
materiality assessment in accordance with the standards
defined by EFRAG, as it believes that the substitutability
and diversity of its product offering allows it to achieve an
acceptable level of resilience and limit the risks of its activities.
The process of identifying material IROs involved:
1.
identification of IROs: the Group reviewed the matters
arising from the materiality analysis carried out within
the company in 2021, which took into account the
expectations of internal and external stakeholders,
the main risks identified by the Group Risk Department
and the list of topics and sub-topics contained in the
CSRD. Over a hundred IROs were identified. The scope
of the double materiality assessment covers the company’s
entire value chain, both its own operations and its upstream
and downstream value chains. Activities carried out under
franchise and with its affiliates were included in the
Group’s downstream value chain;
2.
mobilisation of internal experts: internal experts were
identified within the Group and assigned to the various
ESRS topics based on their in-depth knowledge of the
topics addressed. The following departments were involved:
Human Resources and Social Relations, Purchasing, Quality
and Technical departments, the Legal Department and
the Risk and Compliance Department;
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3.
description of IROs: a literature review was conducted
to understand the various matters, their sub-topics and
sub-sub-topics. This study was based on the Group’s
founding documents, reports and specific internal studies,
such as the Group Ethics Charter and the Code of Ethics
and Conduct, as well as external studies, such as the
ILO conventions, the OECD guidelines and collective
agreements. This preparatory work made it possible to
describe the positive and adverse impacts, risks and
opportunities;
4.
stakeholder mapping (see section 3.1.1 “General disclosures
relating to Casino Group’s Sustainability Statement",
paragraph 2.4 “Statement on due diligence”);
5.
assessment of IROs: IROs were assessed on a gross basis,
in accordance with the EFRAG recommendations,
without taking into account the policies and actions
already in place within the Group, and in accordance
with French and European regulations for the Group’s
own operations. Each impact (positive or adverse),
risk or opportunity was rated separately, so as not to
lessen the seriousness of an adverse impact or a risk by
a correlated positive impact or opportunity. An initial
rating was assigned by the Group’s CSR experts, then
validated with the internal experts. Nearly 50 interviews
were conducted. The rating was reviewed with the
Finance Department;
6.
validation of the double materiality assessment by
the Group’s governance bodies: 43 material IROs were
identified, under the 10 topical ESRS groups. In the last
quarter of 2024, the members of the Governance and
Social Responsibility Committee and the Audit Committee
held a joint session to examine the methodology and
results of the double materiality assessment, and received
a detailed presentation on the verification of sustainability
and Taxonomy information from the Statutory Auditor
responsible for the certification of sustainability information.
A presentation of sustainability-related impacts is planned
for the Group’s Social and Economic Committees in 2025.
In accordance with the recommendations published by
EFRAG, the Group has defined the following rating rules:
• materiality is expressed on a scale of 1 to 4. An IRO is
material when the materiality of impact and/or likelihood
of occurrence is greater than 2/4:
• actual positive impact = average of SCALE and SCOPE,
• potential positive impact = (average of SCALE and
SCOPE * LIKELIHOOD)/4,
• actual adverse impact = average of SCALE, SCOPE and
IRREMEDIABLE CHARACTER,
• potential adverse impact = (average of SCALE, SCOPE
and IRREMEDIABLE CHARACTER * LIKELIHOOD)/4,
• risk = (Financial effect * LIKELIHOOD)/4,
• opportunity = (Financial effect * LIKELIHOOD)/4.
N.B.:
• ratings for scale, scope, irremediable character and
likelihood were defined in collaboration with the Group
Risk Department. Financial materiality corresponds to
that applied to Group risk mapping;
• actual is defined as “proven” – either an incident that
occurred during the reporting year or the previous year;
• the “worst case” rating principle was applied. If the impact
occurring during the reporting year has a lower rating
than a potential impact, the rating of the potential impact
is used to assess materiality;
• for matters related to possible human rights violations, in
accordance with Directive 2013/34/EU, it was verified that,
in cases of potential impact, severity prevailed over the
likelihood of occurrence and that the calculation formulas
could not minimise a serious violation; depending on the
scope of the impact on the value chain (upstream/own
operations/downstream), a minimum severity threshold
was defined. As such, if an IRO applies to the entire value
chain, the impact materiality rating cannot be less than 3;
if an IRO concerns two of the three value chain segments
(upstream and/or own operations and/or downstream)
the impact materiality rating cannot be less than 2.
Processes to identify, assess and manage impacts and risks,
and their integration into the overall risk management process
are detailed in section 3.1.4 “Governance” of this document.
Work was carried out with the Group Risk and Internal Control
department in 2024 to review the methodology applied
in the double materiality assessment, and more specifically
on the relevance of the IRO rating method including in terms
of financial materiality, as well as on the internal control
activities implemented to date.
Note that Cnova group (which includes Cdiscount) carried
out an independent assessment of its IROs, as it is subject
to the same disclosure requirements for sustainability reporting
as Casino Group. However, workshops were organised to review
the methodology and ensure consistency of the IRO ratings
in order to guarantee the consistency of the consolidated results.
3.1.1.4.2
Disclosure requirements in ESRS
covered by the undertaking’s
sustainability statement
Following the double materiality assessment, the company
performed a comprehensive reconciliation between the
disclosure requirements in ESRS and the IROs identified
as material in order to select the information to be disclosed
in relation to these IROs.
The cross-reference table in paragraph 3.1.5 of sectoin 3.1
“Sustainability
Statement”
presents
all
the
material
disclosure requirements.
The table of data points provided for by ESRS and required
by other EU legislation is also included in paragraph 3.1.5
of section 3.1 “Sustainability Statement”.
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3.1.2
Environment
3.1.2.1
Climate change (E1)
The process to identify the material impacts, risks and
opportunities related to climate change formed part of the
Group’s overall assessment under the Double Materiality
Assessment (DMA) (see section 3.1.1 “General disclosures
relating to Casino Group’s Sustainability Statement”,
paragraph 4.1 “Description of the processes for identifying
and assessing material impacts, risks and opportunities”).
All current and potential impacts related to climate change
are listed in the DMA reporting matrix (see section 3.1.1
“General disclosures relating to Casino Group's Sustainability
Statement”, paragraph 2.2 “Information provided to the
Group's administrative, management and supervisory bodies
and sustainability matters addressed”).
The identification process takes into account Casino
Group's sources of emissions, as well as physical and
transitional climate risks.
As part of its climate strategy and the process of setting
emissions reduction targets, Casino Group has identified
the sources of greenhouse gas emissions from its own
operations. As described below in paragraph 1.2 "Description
of the climate change policy", they consist of emissions
generated by the transport of goods, refrigeration units in
the stores and electricity consumption in the Group’s
buildings. These sources of own emissions represent less
than 5% of total emissions. Applying the GHG Protocol
methodology and submitting its targets to the Science-Based
Targets Initiative (SBTi) in 2019, has also enabled Casino
Group to identify all its sources of indirect emissions.
The assessment of actual and potential impacts on climate
change are listed in the DMA reporting matrix (see section 3.1.1
"General disclosures relating to Casino Group's Sustainability
Statement", paragraph 2.2 "Information provided to the Group's
administrative, management and supervisory bodies and
sustainability matters addressed").
A study of chronic and acute physical climate risks was carried
out in 2022, using a geopositioning system to pinpoint the
exact location of the sites included in the study.
The study covered:
• chronic and acute temperature-related hazards (changing
temperature, heat stress, temperature variability, heat/cold
waves, wildfires);
• chronic and acute wind-related hazards (cyclones, hurricanes,
storms, tornadoes);
• chronic and acute water-related hazards (precipitation or
hydrological variability, water stress, drought, heavy
precipitation, flood);
• chronic and acute solid mass-related hazards (landslides).
It was based on two climate scenarios, including a high-
emissions scenario (IPCC RCP 8.5) and two time horizons
(2030 and 2050). The study showed that the Group has no
economic assets or activities that are at risk from climate
change, even under the most pessimistic scenario (RCP 8.5),
or that are incompatible with, or would require significant
efforts to become compatible with, a transition to a climate-
neutral economy. Similarly, the Group has not identified any
assets or economic activities that are incompatible with, or
would require significant efforts to become compatible
with, a transition to a climate-neutral economy.
Considering this finding, the direct impact of climate change
on the Group’s financial statements is not currently considered
to be material.
Nevertheless, a number of adaptation actions are being
deployed, including:
• the purchase of renewable electricity, with a target of 50%
renewables by 2030;
• the introduction of energy performance contracts (EPC)
for the stores, driving a substantial improvement in the
buildings’ energy efficiency;
• the installation of CO2 refrigeration units that comply with
F-gas regulations;
• moves towards a less carbon-intensive offer (local, organic,
vegan, bulk, reconditioned, low-carbon, etc.).
Transitional climate risks have also been analysed in
accordance with the recommendations of the Task Force
on Climate-Related Financial Disclosures (TCFD), covering:
• regulatory and legal transition risks, in particular the risk
associated with the ban on all non-natural gas by 2030
introduced in the EU’s F-gas Regulation, the potential
introduction of a carbon pricing mechanism in the EU,
and the development of regulations such as the EU
Regulation on Deforestation-free Products, which could
have an impact on Casino Group's business;
• technological transition risks, with the shift from current
energy equipment to low-carbon equipment or the use
of bio-fuel or electric vehicle fleets;
• market-related transition risks, with consumers moving
towards less carbon-intensive food, or even limiting their
consumption, in order to reduce their ecological impact;
• reputational transition risks due to increased stakeholder
expectations in the fight against climate change and the
need for companies to make strong commitments and
accept accountability.
Transition opportunities mainly concern:
• energy sources, through the use of more efficient
equipment to reduce the Group's carbon footprint and
energy-related costs;
• products and services, through the development of specific
ranges to meet consumer expectations for low-carbon
products such as plant-based proteins, local products,
reconditioned products, etc.
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3.1.2.1.1
Climate change strategy
Casino Group is committed to mitigating its impact on
climate change by reducing its GHG emissions and promoting
sustainable operating, production and consumption methods.
This approach is part of an overall strategy to strengthen
the sustainability of its business model.
Since 2015, the Group has been committed to reducing its
Scope 1, 2 and 3 carbon footprint and has set targets
certified by the SBTi. Its Scope 1 and 2 GHG emissions were
reduced by almost 68% between 2015 and 2024 (with 2015
baseline restated based on the 2024 scope and methodology),
exceeding the SBTi target of an 18% reduction between
2015 and 2025.
This performance was notably attributable to structuring
initiatives such as:
• the energy efficiency plan;
• the sustainable refrigeration plan, which includes installing
CO2 refrigeration units and limiting refrigerant leaks;
• participation in the FRET21 programme to reduce the
impact of transport activities.
In 2024, following the Group’s restructuring through the
sale of its Latin American operations and Casino hypermarkets
and supermarkets, and achievement of the targets originally
set for 2025, new climate ambitions were defined for 2030.
These new objectives were submitted to the Executive
Committee, which was responsible for approving them, and
also to the Board of Directors’ Appointments and Compensation
Committee, because they contribute to the definition of
the climate objectives that determine part of the variable
compensation of the Group's executives and senior
managers. This process is validated by the Executive
Committee and the Governance and CSR Committee.
The decarbonisation actions were defined in line with the
Group's overall strategy, based on convenience, local
sourcing and profitable, sustainable growth, as described in
section 3.1.1 "General disclosures relating to Casino Group’s
Sustainability Statement”, paragraph 3.3 "Interaction between
the IROs and the Group's strategy and business model".
Targets have been set in terms of the proportion of sales
represented by the sustainable offer. It should be noted,
however, that these new reduction targets have not yet been
submitted to or validated by the SBTi. Added to that, they
do not take account of the impact of new technologies.
The Group publishes capital expenditure (CapEx) and
operating expenditure (OpEx) indicators that meet the
criteria of Commission Delegated Regulation (EU) 2021/2178
(see section 3.1.2 "Environment", paragraph 7 "Taxonomy").
It should also be noted that these indicators provide only
a partial view of the financial resources dedicated to the
climate transition, due in particular to the restrictive
framework for the inclusion of OpEx. Work is underway
to finalise a financial transition plan that will enable the Group
to accurately estimate the financial impact of decarbonisation
levers between now and 2030.
Casino Group's businesses are included in the Paris Agreement
benchmark indices.
The Group has identified various levers that can be used to
reduce its direct and indirect emissions.
Details and estimates of the expected reductions are
presented in section 1.3 "Actions and resources related to
climate change", which describes the related actions.
In addition, financial resources are earmarked each year
for the funding of decarbonisation actions and the budgets
of the departments concerned include estimates of the
CapEx or additional OpEx for the replacement of traditional
refrigeration units with hybrid or CO2 units, or for the
installation of more energy efficient equipment.
The Group does not currently have a transition plan that
complies with the requirements of the Directive, but
intends to have a transition plan and related financing
approved by its governance bodies by the end of 2026
at the latest. Nevertheless, it does have a decarbonisation
strategy. In the absence of a retail sector trajectory, the
Group refers to international climate benchmarks to assess
its alignment with the 1.5° trajectory (see the section on
climate targets for more details).
It should be noted that the methodologies used to assess
the compatibility or alignment of GHG emission reduction
targets with the Paris Agreement [or a targeted increase
in temperature] at the level of individual undertakings are
not yet stabilised, nor is there any consensus on this matter
at the moment.
The decarbonisation strategies already being implemented
are described in sections 1.3 "Actions and resources related
to climate change" and 1.4 "Objectives related to climate
change” below.
3.1.2.1.2
Description of the climate change policy
Casino Group's climate change policy is defined and
implemented by the Group CSR Department, which is
represented on the Executive Committee. Climate objectives
and performance are regularly reported to the Executive
Committee and the Board of Directors’ Governance and CSR
Committee. The policy is based notably on a decarbonisation
trajectory that encompasses the Group's direct operations
(Scopes 1 and 2) and the upstream and downstream value
chain (Scope 3). The effectiveness of policy actions
is assessed each year by tracking the percentage reduction
in GHG emissions.
The climate change policy is based on several strategic
levers covering:
• direct emissions:
• energy efficiency: reductions in consumption by operations
and infrastructure,
• renewable energies: increased contribution to the Group's
energy mix,
• cold chain management: improvements to existing
refrigeration systems and adoption of lower carbon
technologies, such as CO2 refrigeration units,
• sustainable transport: supply chain optimisation measures
to limit the carbon footprint of freight operations;
• indirect emissions:
• the product offering: expanded low-carbon product
ranges and sustainable sourcing,
• actions on upstream carbon emissions related to deliveries
of the goods sold in the stores,
• actions on proper use of products, mainly electric ones.
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Sustainability Statement
The Group includes measures to adapt to physical climate
risks and transitional risks linked to market developments
in its policies.
• With regard to physical risks, a 2022 study covering over
99% of the Group's assets showed that the assets’ exposure
to physical climate risks was very low, even under the
most pessimistic scenario (RCP 8.5). This analysis was
based on the Global Climate Models and the RCP 4.5 and
RCP 8.5 scenarios for 2030 and 2050.
• Concerning transition risks, in accordance with TFCD
requirements, the Group has identified short, medium
and long-term risks and opportunities linked to environmental,
technological, societal and public policy developments.
These risks and opportunities are described at the beginning
of section 3.1.2 "Environment".
Account is taken of changes in the behaviour of consumers,
who are showing a preference for less carbon-intensive food
and, in some cases, even cutting back their consumption to
reduce and minimise their ecological impact.
Together, these actions increase the Group's resilience in
the face of climate challenges, while ensuring alignment
with social expectations and regulations on energy transition.
3.1.2.1.3
Actions and resources related
to climate change
Carbon reduction actions and potential reductions
In 2024, the Group undertook a study, with the assistance of
a specialised firm of consultants, to measure the carbon
impacts of the identified reduction levers. At the date of this
document, these impacts were calculated between 2023
and 2030 on a same scope basis, and could therefore change
in the future.
In the case of Scope 1 and 2 emissions, the levers and their
impacts are as follows:
1.
deployment of energy performance certificates (EPCs)
in the store networks of the Group’s different brands.
An EPC is a contract between a company and a specialist
service provider designed to guarantee a measurable
reduction in a building's energy consumption. The Group
uses two types of EPC, designated as level 1 and level 2,
offering theoretical energy efficiency gains of 3% and
8% respectively on a store's consumption.
The potential carbon reduction associated with this
lever is between 140 tCO2eq (where 100% of stores have
level 1 EPCs) and 370 tCO2eq (where 100% of stores have
level 2 EPCs, representing between 0.16% and 0.44%
of total Scope 1 and 2 baseline emissions in 2023).
In concrete terms, this translates into a reduction in
GHG emissions;
2.
retrofitting of refrigeration units, which mainly involves
replacing the R404A refrigerant, which has a high
global warming potential (GWP of 4,728), with a lower
GWP fluid such as R448A (GWP of 1,387) or R449A
(GWP of 1,397).
The potential carbon reduction associated with this
lever is calculated by estimating gas leakage from an
average R404A unit versus that from an average R448A
or R449A unit. The difference in GWP between R404A
units and R448A or R449A units translates into significant
emissions reductions. This operation will result in an
estimated total saving of 7,700 tCO2eq (9.19% of Scope 1
and 2 emissions) if all the R404A refrigeration units are
retrofitted;
3.
switching to CO2 refrigeration units, which involves
replacing refrigeration units with units that use CO2, the
fluid with the lowest environmental impact (GWP of 1).
The potential carbon reduction associated with this
lever is calculated using the same method as for
refrigeration unit refits, by comparing gas leakage
between the two types of unit. This initiative will deliver
in an estimated saving of between 24,000 tCO2eq
(30.23% of Scope 1 and 2 emissions) and 44,000 tCO2eq
(54.18% of Scope 1 and 2 emissions) if 100% of
refrigeration units are replaced with CO2 units;
4.
purchase of renewable energy guarantee of origin
certificates, which certify that the electricity consumed
comes from renewable sources such as wind, solar or
hydro power. By purchasing these certificates, the
Group is supporting the development of renewable
energies while reducing its carbon footprint. The Group
is committed to holding guarantee of origin certificates
for 50% of its stores' electricity consumption by 2030.
The potential carbon reduction associated with this
lever is estimated at 5,500 tCO2eq (6.65% of Scope 1 and
2 emissions);
5.
reduction in freight emissions. Sustainable logistics
actions are being rolled out across the Group (see details
below). The Group does not currently have any reliable
estimate of the related reduction in GHG emissions, but
the plan is to at least match national transport industry
reduction targets (France’s national low-carbon strategy
(SNBC) is targeting a 2.17% reduction over the period to
2030). This could save the Group up to 2,100 tCO2eq
(2.5% of Scope 1 and 2 emissions).
Additional energy efficiency initiatives
• In 2022, Casino Group and all its brands – Casino, Monoprix,
Franprix, Naturalia and Cdiscount – signed the EcoWatt
Charter. The Charter’s aim is to raise awareness of the
importance of “consuming at the right time" and, more
generally, of controlling energy demand. When the Charter
was signed, the Group committed to appointing EcoWatt
managers who are responsible for taking action, in line
with the specific context of the brand and stores, during peak
load periods (e.g., reducing the use of certain equipment
between 8 am and 1 pm and between 6 pm and 8 pm,
or programming equipment in standby mode, computer
monitors and photocopiers to switch off at the end of the
day, etc.). The Group encourages its employees to support
the initiative and to promote the Charter’s aims among
customers in their stores.
• Each of the Group's brands has rolled out an energy
efficiency plan to adapt their practices in response to the
pressure on energy supplies in France. The plans include
training and awareness-raising measures for employees,
based on eco-gesture guides and digital training modules
for in-store teams, to promote practices such as optimising
temperatures and reducing lighting.
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Sustainability Statement
These levers are part of a wider energy efficiency management
framework based on a process of continuous improvement
and comprising measures such as consumption tracking,
on-site energy audits and the programmed renovation
of the most energy-intensive equipment. The aim of these
actions is to optimise the energy performance of the
Group's brands over the long term – in particular through
energy performance contracts and ISO 50001 certification.
Complementary actions in the field of sustainable
transport and logistics
Transport is also one of Casino Group's top priorities in the
drive to mitigate the impact of climate change and a number
of actions have been developed:
1.
upstream transport (distant imports – from suppliers
to warehouses): to reduce its GHG emissions linked
to the transport of goods outside the European Union,
the Group develops multimodal transport solutions
(sea or rail) wherever possible. For its part, Naturalia has
chosen to ban air transport of its supplies;
2.
upstream transport (from warehouses to stores): the
Group is committed to reducing emissions generated
by the transport of goods from the warehouses to the
stores through the following action levers:
• reducing journey mileages, by optimising delivery
schedules and fill rates,
• increasing loads carried per delivery, by using double-
deck trailers, increasing the proportion of 40 ft units
in the container fleet, and installing 3D printers at
Cdiscount to make custom-fit packaging and eliminate
empty space,
• using railways and inland waterways as alternatives to
overland carriage. Since 2012, Franprix has been using
inland waterways to supply its stores in Paris;
• upgrading the vehicle fleet, and using biofuels and
alternative fuels (B100, NGV, bioNGV, electricity).
As of end-2024, 98% of the Franprix truck fleet was
sustainable, rising to 100% in early 2025;
3.
transport from the stores to customers: preference
is given to making home deliveries on foot, by bicycle
or electric cargo tricycle;
4.
transport of goods sold by the e-commerce sites: with
the growth in its e-commerce business, the Group is
increasingly using fully electric or biogas-powered vehicles
for customer deliveries. Home deliveries from Monoprix
and Naturalia warehouses are made by a fleet of trucks
running on bio-NGV. Cdiscount is working with its hauliers
to continue to reduce its GHG emissions by increasing
the use of alternative means of transport for last-mile
delivery and bulk loads. It is also participating in a working
group led by La Poste for the application of the AFNOR
SPEC standard on "E-commerce: informing consumers
about the environmental impact of their delivery choices";
5.
reduction in empty space in packages and optimisation
of truck load factors: through its subsidiary C-logistics,
Cdiscount is Europe’s first online retailer equipped with
six 3D printers that adjust shipping boxes to the exact
size of the products being shipped, reducing empty
space by an average of 30%;
6.
faster bulk loading with several carriers for the dispatch
of parcels weighing less than 30 kg: these two actions
combined can reduce the number of trucks required
for all parcel deliveries by 30%;
7.
increased use of alternative transport methods: carriers
using a variety of transport methods (EVs, cargo bikes,
bioNGV-powered vans, etc.) are used for the collection,
shipping and last-mile delivery of products;
8.
coordinating an extensive network of pick-up points
throughout the country: this network of more than
30,000 pick-up points for small parcels and 350 for large
parcels enables customers to reduce their carbon footprint.
In partnership with Agrikolis, Cdiscount has set up a
network of farm pick-up points, which offers farmers an
additional revenue stream and reduces the distance
travelled by customers in rural areas;
9.
sequestration of residual emissions from Cdiscount
customer deliveries by means of an environmental
sponsorship: this approach allows for funding for
reforestation projects in sustainably managed forests
in France.
Action to reduce emissions throughout the value chain
In the value chain, the main challenge concerns the purchase
of products and goods, which accounted for 55% of the Group’s
total carbon footprint in 2024. One of the key ways of reducing
its indirect footprint is by developing a low‑carbon offering.
To this end, it is developing ranges of eco-labelled, local, vegan,
reconditioned and low-energy products. The strategy includes
initiatives such as the installation of in‑store lockers, bulk
offerings and the use of solid and eco‑friendly refillable
products. In 2024, an initial estimate was made of the gains
resulting from the low-carbon product strategy. The estimate
showed that taking into account the characteristics of organic,
vegan, bulk, local and reconditioned products in the calculation
of Scope 3 emissions led to a reduction of around 5% in
these emissions.
In addition, in 2019 the Group launched a programme
to decarbonise its offering through a variety of measures
including buyer training on climate matters, the use of
a specific measurement tool and a partnership with a carbon
data exchange platform.
Casino Group is actively involved in the Retail for Low Emission
Sustainable Sourcing (L.E.S.S.) programme, a collective initiative
supported by 11 retail brands and conducted in collaboration
with Fédération du Commerce et de la Distribution and
Perifem. The aim of this programme is to develop
a collaborative platform bringing together retailers and
suppliers to collect and consolidate carbon emissions data,
in order to promote a joint approach to environmental
impact reduction.
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Sustainability Statement
Carbon reduction potential and financial impact
assessment
The estimated relative contribution of each lever to achieving
Scope 1 and 2 emissions reduction targets is as follows:
• CO2 refrigeration units lever: over 60%;
• retrofit lever: around 20%;
• sustainable transport lever: around 5%;
• renewable electricity lever: around 15%;
• EPC lever: around 1%.
These percentages were calculated by dividing the estimated
GHG reduction for each of the levers by the total emissions
reduction to be achieved between 2023 and 2030 to reach
the target of 42% between 2023 and 2030.
Work is under way to obtain more reliable estimates of the
decarbonisation levers’ contribution to Scope 3 emissions.
In addition to eco-actions and optimisation measures,
investment in low-carbon refrigeration equipment and
energy infrastructure is essential if the Group is to achieve
its carbon reduction targets. It will also be necessary
to transition towards the consumption of products with a
low carbon footprint, a change that may affect the Group's
sales and margins either positively or negatively.
As part of its strategy to reduce GHG emissions, the Group
has estimated the financial impact of the five levers identified
and presented above.
Lever
EPC
Retrofit
CO2 refrigeration
units
Renewable
electricity
Reduced transport
volumes
Cost
Low
High
Very high
Moderate
Not estimated
Apart from disclosing the above estimates, this year the Group
is not publishing the CapEx and OpEx budgets required to
achieve its decarbonisation targets. The Finance departments
and business units are working on this matter.
The CapEx and turnover (net sales) associated with Taxonomy-
aligned economic activities are presented through the key
performance indicators (KPIs) in section 3.1.2 “Environment”,
paragraph 7 "Taxonomy" of this document.
3.1.2.1.4
Objectives related to climate change
For the period 2015-2025, the Group has set targets for
reducing its carbon footprint in Scopes 1, 2 and 3. These
targets have been validated by the SBTi. Between 2015 and
2024, the Group reduced its Scope 1 and 2 GHG emissions
by almost 68%, surpassing the target initially set for 2025
(with the 2015 baseline restated based on the 2024 scope
and methodology).
Following the Group's restructuring, new targets were set
in 2024 for the period to 2030. These new targets are based
on a recent baseline year, 2023, for which the data have
been restated on a same scope basis with 2024 to ensure
that they are both comparable and representative. The targets
are expressed on a gross basis, without taking into account
any use of carbon credits, avoided emissions or GHG absorption.
New targets for 2030
1.
50% renewable energy target.
2.
reduction of close direct and indirect emissions
(Scopes 1 and 2): the Group is committed to reducing
its emissions by 42% between 2023 and 2030, in line
with the Paris Agreement objective of limiting global
warming to 1.5°C. This objective is in line with a target
determined by the absolute contraction approach
(ACA) recommended by the SBTi, although it has not
been formally validated.
3.
reduction of indirect emissions (Scope 3): the Group is
aiming to reduce its indirect emissions by 2.5% a year,
giving an overall reduction of 16% between 2023 and
2030 (gross value). The annual reduction rate of 2.5%
is based on the criteria recommended by the SBTi for
setting Scope 3 targets on a Well-Below 2°C trajectory,
without however complying with the level of engagement
required by this benchmark.
This target could be revised by 2026, once work on the
transition plan has been completed.
It should be noted that the Group's business growth projections
(gross merchandise volume of €15 billion in 2028) will have
an impact on Scopes 1, 2 and 3, particularly through the
increase in sales and product purchases.
3.1.2.1.5
Climate change metrics
In 2024, the Group's carbon footprint is estimated at around
5.7 million tCO2eq. Between 2015, the baseline year for the
Group's decarbonisation programme, and 2024, the Group
reduced its Scope 1 and 2 GHG emissions by almost 68%
(2015 baseline restated based on the 2024 scope and
methodology).
Between 2023 and 2024, Scope 1 and 2 direct emissions
were reduced by 9%, on a same scope basis.
Over the same period, indirect Scope 3 emissions were
reduced by 8%.
The GHG/turnover intensity ratio (tCO2eq/€m) was 677 in 2024
for turnover (net sales) of €8,474 million (see Note 6.1 to the
2024 consolidated financial statements).
The Group voluntarily publishes the electricity consumption
ratio per sq.m of selling space in its stores. This ratio was
418 kWh/sq.m in 2024, down 4% compared with 2023.
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Sustainability Statement
The table below analyses emissions by item and their year-on-year change.
Retrospective data
Baseline
year
Comparative
data
Reporting
year
% change vs.
baseline year
GHG EMISSIONS – SCOPE 1
Gross scope 1 GHG emissions (tCO2eq)
2023
69,666
62,402
-10%
Percentage of scope 1 GHG emissions from regulated emission
trading schemes (%)
2023
NA
NA
-
GHG EMISSIONS – SCOPE 2
Gross location-based scope 2 GHG emissions (tCO2eq)
2023
14,855
14,615
-2%
Gross market-based scope 2 GHG emissions (tCO2eq)
2023
14,855
14,615
-2%
Total Scope 1 and 2 emissions
84,521
77,017
-9%
GHG EMISSIONS – SCOPE 3
Total gross indirect (scope 3) GHG emissions (tCO2eq)
2023
6,150,867
5,660,994
-8%
1 – Purchased goods and services
2023
3,495,675
3,159,617
-10%
2 – Capital goods
2023
16,023
17,115
7%
3 – Fuel and energy-related activities (not included in Scope 1 or 2)
2023
8,568
7,111
-17%
4 – Upstream transport and distribution
2023
515,804
447,446
-13%
5 – Waste generated in operations
2023
10,851
58,285
437%(1)
6 – Business travel
2023
911
789
-13%
7 – Employee commuting
2023
8,443
8,282
-2%
8 – Upstream leased assets
2023
-
-
-
9 – Downstream delivery
2023
-
-
-
10 – Processing of sold products
2023
-
-
-
11 – Use of sold products
2023
646,316
354,857
-45%
12 – End-of-life treatment of sold products
2023
245,814
216,855
-14%
13 – Downstream leased assets
2023
-
-
-
14 – Franchises
2023
1,202,419
1,382,958
15%
15 – Capex
2023
43
7,679
17,758%(2)
TOTAL GHG EMISSIONS
6,235,388
5,738,011
-8%
Total GHG emissions (location-based) (tCO2eq)
2023
6,235,388
5,738,011
-8%
Total GHG emissions (market-based) (tCO2eq)
2023
6,235,388
5,738,011
-8%
(1)
Updating of emissions factors and extrapolation of waste tonnages for 100% of the scope.
(2)
Completeness and accuracy checks on 2024 data.
The diagram below breaks down the Group's emissions by Scope:
N.B.:
• none of these emissions are the result of emission trading
schemes;
• market-based and location-based emissions are identical
in 2024 in the absence of Group level guaranteed renewable
electricity consumption or self-consumed renewable
electricity, taking into account the Group's energy supply
in France only. This situation is set to change in 2025 due
to the target of 30% renewable energy by 2025 and 50%
by 2030;
• the Group currently has no GHG absorption or mitigation
projects financed by carbon credits and it has not calculated
an internal carbon price.
■ 64.46%
Scope 3 –
Upstream
■ Scope 3 – Upstream
Purchases of products and goods – Capital goods
Other energy-related activities – Upstream transport – Waste
Business travel – Employee commuting
■ Scope 3 – Downstream
Use of products sold – End-of-life of products sold
Downstream leased assets – Franchises – Investments
■ 34.20%
Scope 3 –
Downstream
■ 1.09%
Scope 1
■ 0.25%
Scope 2
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Sustainability Statement
Scope 1 and 2 methodology
The environmental reporting period covers the 12 months
from October 2023 to September 2024. The Company
considers that the misalignment with the financial reporting
period did not distort the results obtained for 2024, as no
specific contextual events occurred in the last quarter of the
calendar year.
• Scope 1 corresponds to direct GHG emissions and
includes the items below:
• direct emissions from stationary combustion sources
(natural gas, fuel oil),
• direct emissions from mobile combustion engine sources
related to the transport of goods or employee business
travel. They include emissions from vehicles under
operational control, i.e., owned by the Group or operated
in a dedicated fleet,
• direct fugitive emissions such as those linked to
refrigerant leaks;
• Scope 2 corresponds to indirect GHG emissions associated
with electricity and district heating networks.
Scope 1 and 2 emissions are extrapolated over the entire CSR
reporting scope, i.e., sites owned and controlled by the entity,
in operation from 1/10/Y-1 to 30/09/Y (Y = reporting year).
Any site acquired or closed during this period is excluded
from the reporting scope, unless the closure is temporary
(less than one month).
In 2024, primary data included in Scope 1 represented more
than 99.6% of total Group data, with the remaining
approximately 0.3% extrapolated. In 2024, primary data
included for Scope 2 emissions represented 97% of total
Group data, with the remaining 3% extrapolated.
The emissions factors were reviewed and updated in 2024.
Emissions are presented on a “current” basis, whereby
emissions factors for a given year are maintained from one
year to the next and not updated retroactively, so as to
calculate a carbon footprint aligned as closely as possible
with actual energy and climate conditions. The Group uses
emissions factors from the following sources:
• electricity: Agence de Transition Ecologique (ADEME)
Empreinte database;
• other energies used in Group buildings: Agence de
Transition Ecologique (ADEME) Empreinte database for
natural gas, LPG and domestic fuel oil, and FEDENE Enquête
de Chaleur et de Froid for the district heating network;
• goods transport: Agence de Transition Ecologique (ADEME)
Empreinte database for freight emissions calculated
using the FRET 21 tool;
• fluid leakage: Agence de Transition Ecologique (ADEME)
Empreinte database, 6th IPCC report (IPCC AR6) for emissions
since 2022, 5th IPCC report for pre-2022 emissions.
Scope 3 methodology
The Group calculates and reports emissions in Scope 3
categories in accordance with the GHG Protocol. Scope 3
greenhouse gas emissions correspond to indirect emissions
generated upstream and downstream of the business
operated by the Group:
• category 1 – Purchased goods and services: emissions
related to products and services sold in store, e-commerce
(including the marketplace), fuels and goods not for resale:
• products: a calculation tool has been developed in
collaboration with SWEEP to calculate these emissions,
by multiplying sales for the year by the associated
emissions
factor.
This
methodological
approach
corresponds to established practice in the retail sector.
It does, however, have certain limitations, in particular
the fact that store and warehouse inventories are not
taken into account in the calculation for the reporting
year. The emissions factors come from Agrybalise
(kgCO2eq/kg) for food and the ADEME database
(kgCO2eq/€ or kgCO2eq/unit of product) for non-food.
For products considered as low-carbon (organic, vegan,
local, bulk, reconditioned and eco-designed products),
the assumptions are based on scientific studies.
For processed fresh products, emissions have been
calculated using a monetary ratio, based on 2023
emissions (around 8% of category 1),
• services: emissions linked to travel sales (flights and
holidays by Cdiscount short-haul/medium-haul/long-haul
destination, camping holidays, cruises, etc.) but also
to sales of tickets for shows, mobile phone subscription
services or financial services such as the Cdiscount card,
• fuel: litres of fuel purchased over the period, multiplied
by the related emissions factor in the ADEME database,
• purchased goods not for resale: Cdiscount's emissions
correspond to physical data by item (monetary, tonnages
or units) multiplied by the emissions factors in the ADEME
database. For the other brands, emissions have been
calculated on the basis of a monetary ratio (around 1%
of category 1), based on 2021 emissions. Product-related
emissions are currently not based on data from suppliers,
as none is available. The calculation method used
corresponds to standard practice in the retail sector.
The Group has set up a data exchange platform with its
suppliers to obtain, via a trusted third party, the primary
data needed for this calculation;
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• category 2 – emissions linked to capital goods for square
metres built in 2024 and to indirect purchases:
• emissions measured based on the number of square
metres built during the year are calculated as Group-
owned square metres built during the year multiplied
by the emissions factor (in kgCO2eq/sq.m) for “Industrial
buildings – concrete structure” in the ADEME database,
• indirect purchases: Cdiscount's emissions correspond
to physical data by item (monetary, tonnages or units)
multiplied by the emissions factors from the ADEME
database. For the other brands, emissions have been
calculated using a monetary ratio (approximately 26%
of category 2), based on 2021 emissions;
• category 3 – Fuel and energy-related activities: corresponds
to the upstream portion of the energy used by buildings
(Scopes 1 and 2), the fuel consumed by company vehicles
(Scopes 1 and 2), and transmission and distribution losses.
The emissions factors are taken from the ADEME database:
• category 4 – Upstream transportation: i.e., from supplier
to customer:
• transportation of products between suppliers/warehouses
and Group sites: these emissions (approximately 96%
of category 4) are estimated using upstream transportation
assumptions based on an average percentage of the
total GHG emissions factor for a food or non-food
product. The distribution-related share of emissions
is already taken into account in Scopes 1 and 2, and
is subtracted from these total product emissions factors
to avoid them being counted twice,
• home delivery: emissions linked to home delivery are
included where available. In 2024, emissions relating
to deliveries to Cdiscount pick-up points were included;
• category 5 – Waste generated in operations: this category
is used to report emissions linked to the end of life of
waste generated by the Group's businesses, corresponding
to the mass of waste generated, by type. The emissions
factors are based on an average for the different methods
of processing these particular types of waste. The emissions
factors are taken from the ADEME database;
• category 6 – Business travel: this category corresponds
to emissions linked to business travel by employees, by
plane, train or hire car. The emissions data are provided
by the travel agency used by the Group;
• category 7 – Employee commuting:
• Monoprix, Naturalia, Franprix, Casino: these emissions
are estimated on the basis of the average distance that
employees travel per day x working days x emissions
factor for each method of transport x number of
employees (approximately 72% of category 7 emissions),
• Cdiscount: the entity distributes a commuting questionnaire
to all employees to collect data on distances and transport
methods. The information provided by respondents is
then extrapolated to the entire workforce (kilometres
per FTE);
• category 9 – Downstream transportation: this concerns
emissions generated by the customers of the Group’s
stores. Casino Group's refocusing on convenience retailing
means that customers generally live or work close to their
nearest store and journeys are rarely made by private
vehicle. The journey options generally include public
transport, cycling and walking, which are all very low-
emission. This item is therefore not material compared
with the other Scope 3 items;
• category 11 – Use of sold products: corresponding to
emissions linked to the end use of sold electrical and
electronic products and those linked to the combustion
of fuels by consumers:
• fuel: these emissions are calculated on the basis of sold
litres of fuel, by type of fuel, and the related emissions
factor taken from the ADEME database,
• use of electrical and electronic products: for Cdiscount,
emissions are calculated using the "in use" part of the
emissions factor when the information is available.
For other brands, they are calculated using the following
formula: product's average annual electricity consumption
x length of use by product category x number of products
sold x electricity emissions factor. In all cases, the emissions
factors are taken from the ADEME database (these
estimates account for 90% of emissions in category 11);
• category 12 – End-of-life treatment of sold products:
these emissions are estimated based on the proportion
of total municipal waste produced in France that is
attributable to Casino Group and on the retail net sales
for Franprix, Naturalia and Monoprix; and on gross
merchandise volume for Cdiscount;
• category 14 – Franchises: these emissions correspond
to the sum of emissions from the operation of franchise stores,
estimated using a surface area-based ratio of emissions from
integrated stores and emissions relating to products sold
in the stores (estimated on the basis of product-related
emissions and the proportion of the Group's business
contributed by franchisees). Around 90% of emissions in
this category are estimated;
• category 15 – Investments: these emissions are estimated
using a surface area-based ratio of emissions from
integrated stores.
The following categories are excluded:
• upstream leased assets: these emissions are already
included in the Group’s Scope 1 emissions (linked to fluids)
and Scope 2 emissions (linked to energy consumption), as
they relate to the activities of sites controlled by the Group;
• processing of sold products: this category does not apply
to the Group as it sells finished products to its customers.
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3.1.2.2
Pollution (E2)
3.1.2.2.1
Description of policies to manage
IROs related to water pollution
The process to identify the material impacts, risks and
opportunities related to water pollution forms part of the
Group's overall assessment under the DMA (see section 3.1.1
"General disclosures relating to Casino Group's Sustainability
Statement”, paragraph 4.1 "Description of the processes
for identifying and assessing material impacts, risks and
opportunities").
The DMA exercise found that impacts related to water
pollution were a material matter for the Group (see the DMA
reporting matrix, section 3.1.1 "General disclosures relating
to Casino Group’s Sustainability Statement”, paragraph 2.2
"Information provided to the Group's administrative,
management and supervisory bodies and sustainability
matters addressed").
Although the impact on water resources of the retail
sector’s direct activities is low, the Group's activities may
contribute indirectly to water pollution, due to the stages in
its value chain. Value-chain water pollution is mainly due to
the production of food and the transformation of non-food
products sold in the Group’s stores. The farming practices
used to produce food products can lead to water pollution
from pesticides, herbicides and fertilisers. Similarly, the
industrial processes used to transform raw materials into
non-food products can lead to the production of polluting
effluents containing chemical substances or organic matter
which, if inadequately treated, can end up in watercourses
and pollute them.
Supervising and controlling supplier practices, adopting
ecological
farming
practices
and
obtaining
product
certifications attesting to the use of good environmental
practices all help to reduce the impact on people and the
environment as well as helping to avoid incidents and
emergency situations.
3.1.2.2.2
Actions and resources related
to water pollution
Supervision and control of supplier practices
As part of the Sustainability Due Diligence Plan, Casino
Group is rolling out a programme to raise awareness
and track environmental risks, including water pollution.
The Group took part in the introduction of an audit protocol
for environmental matters by the Initiative for Compliance
and Sustainability (ICS), which enables the results of audits
carried out in factories shared by several ICS members to be
pooled and joint remediation plans to be drawn up. The audit
programme is being rolled out in level 1 or higher facilities
whose processes present the greatest environmental risk,
such as the manufacture of household linens, denim apparel
and leather goods.
The ICS environmental audit protocol is organised in eight
chapters, including one covering waste water and effluent.
In order to better identify the highest risk components
of the supply chain for its private label products, the Group's
CSR Department is carrying out an analysis that takes into
account the environmental risks specific to each type of
product. The results indicate that factories using wet
processes, such as in the manufacture of household linens,
denim apparel or leather goods present the most significant
environmental risks, mainly due to water pollution generated
by wastewater.
To help its suppliers manage these risks, the Group has
drawn up a guide to best practices with respect to denim
processing techniques, focused on the management
of chemicals and the liquid and solid waste generated by
the process. This guide has been shared with the ICS, so that
it can be consulted by the organisation’s member brands
and their suppliers.
In 2022, the Group also took part in ICS working groups
to develop the environmental checklist, a tool enabling ICS
members to collect environmental data from their
subcontractor factories. This checklist focuses in particular
on factory data relating to wastewater generation. In 2023,
the Group updated its social and environmental Supplier
Compliance Programme (SCOP) to increase its environmental
audit requirements. This meant adding new categories
of factories subject to ICS environmental audits and defining
cases of critical non-compliance triggering the automatic
exclusion of a factory on environmental grounds.
Ecological farming practices and use of product
certification as proof of best practices
Casino Group actively supports the fight against water
pollution caused by intensive farming practices by promoting
more environmentally friendly agriculture. By offering a
wide range of organic products under its brands, the Group
encourages production methods that do not use synthetic
pesticides or chemical fertilisers, which are among the
main causes of water contamination. Through its support
for organic farming and its efforts to educate customers
about environmental matters, the Group is helping to reduce
the ecological footprint of the agriculture sector and preserve
the quality of water resources.
For example, the Global Organic Textile Standard (GOTS)
certification of Monoprix’s practices and products attests to
the brand’s effectiveness in tracking suppliers' compliance
with defined criteria in terms of threshold limits and treatment
of waste water, residues of (chemical) pollutants and the
execution and documentation of wastewater analyses.
Products that are produced by applying agro‑ecology
principles, such as those with High Environmental Value
(HEV) certification, guarantee that the farming practices
implemented throughout the farm preserve ecosystems
and limit pressure on the environment by complying with
strict criteria relating to the preservation of biodiversity
(insects, trees, hedges, grass verges, flowers, etc.), pesticide
strategy, fertilisation management and irrigation management.
The Group has been a partner of the Max Havelaar fair trade
organisation since 1999 and its offer includes 210 Max
Havelaar-labelled products that comply with the organisation’s
anti-pollution standard through the use of natural inputs,
the banning of chemical substances, the rational use of
fertilisers and pesticides, sustainable resource management
and respect for ecosystems (soil, water, fire).
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3.1.2.2.3
Water pollution objectives
Casino Group has set three types of voluntary objectives:
1.
number of suppliers who have signed the Supplier
Ethics Charter: achieve 100% coverage to ensure that
all suppliers in the value chain are aware of the Group's
best practices and requirements in terms of compliance
with ethical and environmental standards. The purpose
of this objective is to ensure that all suppliers understand
and adhere to the Group's principles of social and
environmental responsibility;
2.
number of ICS environmental audits: increase the
number of environmental audits carried out at suppliers'
factories under the ICS protocol, to verify compliance with
specific environmental criteria, including the management
of waste water, effluents and chemicals. These audits
will strengthen the Group’s control of environmental
practices throughout the supply chain;
3.
proportion of sustainable offers in total sales: increase
the contribution of sustainable offers to total sales, by
including products with environmental certifications.
This will promote sustainable farming practices and
environmentally friendly products, while guaranteeing
the traceability and transparency of the ecological
impact of products offered to consumers.
3.1.2.2.4
Water pollution metrics
The necessary information is not available from suppliers to
enable the Group to track the required indicators
(consolidated amount of each pollutant).
3.1.2.3
Water and marine resources (E3)
Specific standards relating to water
and marine resources
The process to identify the material water and marine
resource-related impacts, risks and opportunities forms
part of the Group's overall assessment under the DMA (see
section 3.1.1 "General disclosures relating to Casino Group's
Sustainability Statement”, paragraph 4.1 "Description of the
processes for identifying and assessing material impacts,
risks and opportunities").
The DMA exercise found that water and marine resource-
related impacts were a material matter for the Group (see
the DMA reporting matrix, section 3.1.1 "General disclosures
relating to Casino Group’s Sustainability Statement”, paragraph
2.2 "Information provided to the Group's administrative,
management and supervisory bodies and sustainability
matters addressed").
3.1.2.3.1
Description of policies to manage
IROs relating to water and marine
resources
Casino Group takes into account the matters related to
water and marine resources through its environmental
policy, which also covers climate and biodiversity matters,
and its Responsible Fishing policy (available on the Group's
corporate website: www.groupe-casino.fr).
Direct and indirect impact
The Group's direct impact in terms of water consumption
mainly concerns the water used in the sanitary facilities in
its stores, offices and warehouses, and is therefore relatively
low. However, the potential indirect impact, linked to the
manufacture and use of certain products sold by the Group,
is more significant.
The Group's policy includes the following actions:
• direct operations: the Group implements measures to
reduce water consumption, notably based on the Water
Framework Directive (WFD), a European directive aimed
at protecting and restoring water quality in all Member
States, which has been transposed into French positive law.
The Group also complies with local regulations (SDAGE
water management plan, Water Law (loi sur l’eau), local
planning regulations) in France;
• in its value chain: the Group secures the engagement of
its suppliers through an Ethics Charter, which encourages
them to adopt methods that better protect the environment,
particularly by optimising the use of natural resources.
By adhering to this Charter, the supplier signs up to Casino
Group's commitments and agrees to allow compliance
audits to be performed, as specified in the Group’s SCOP
Manual. The Charter stipulates that “water must be used
as efficiently as possible and all waste water from production
processes must be treated in accordance with local
legislation before being discharged”.
Impact on marine resources
The Group has only a limited direct impact on the extraction
and use of marine resources. However, some of its brands
sell seafood products that may have a potential impact on
marine resources, particularly due to the use of fishing
methods that contribute to depleting stocks or damage
marine ecosystems (see DMA reporting matrix section 3.1.1
"General disclosures relating to Casino Group's Sustainability
Statement", paragraph 2.2 "Information provided to the Group's
administrative, management and supervisory bodies and
sustainability matters addressed").
To address this matter, the Group has defined a responsible
fishing policy (available at www.groupe-casino.fr) based
on the following principles:
1.
promotion of sustainable fishing: the Group focuses
on managing marine resources and limiting the use of
non-selective fishing gear. For many years, its brands
have been committed to improving their seafood offer
and supplying products from sustainable fishing. They
keep a close eye on the level of fish stocks, based on
studies carried out by scientific bodies and NGOs such
as the International Union for the Conservation of Nature
(IUCN). This enables them to adjust their seafood offer
according to the state of stocks, which has led to the
exclusion of certain deep-sea species from the brands’
offerings;
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2.
development of responsible aquaculture: the Group is
working to make fish-farming more respectful of the
environment, by increasing the range of products with
a sustainable label and developing sustainable supply
chains. There is clear evidence that intensive fish-farming
practices can have a negative impact on marine
ecosystems, particularly due to water pollution and
excessive use of antibiotics;
3.
support for local fisheries and seasonal produce: the
Group supports local fisheries by purchasing supplies
from local fish auctions and choosing short supply
chains for seasonal seafood products wherever possible.
This policy is implemented and tracked by the Group
Purchasing Department and supported by the Group CSR
Department, both of which are represented on the
Executive Committee.
3.1.2.3.2
Actions and resources related
to water and marine resources
Group actions to reduce water consumption
in direct operations
The Group has implemented a number of actions to reduce
its water consumption. These include installing pressure
reducers on taps to limit the flow of water and performing
regular checks on consumption to detect, prevent and limit
the risk of leaks in the pipe network. Awareness-raising
campaigns are run for employees, both in the stores and at
head office, using posters to promote eco-actions.
Actions to reduce water consumption
throughout the value chain
In 2018, The Group took part in the introduction of an audit
protocol for environmental matters by the ICS (International
Code of Conduct for Sustainable Manufacturing), enabling
the results of audits carried out in factories shared by
several ICS members to be pooled and joint remediation
plans to be drawn up. The audit programme is being rolled
out in level 1 or higher facilities whose processes present the
greatest environmental risk, such as the manufacture of
household linens, denim apparel and leather goods. The ICS
environmental audit protocol is organised in eight chapters,
including one in which water use is covered.
In 2022, the Group also took part in ICS working groups to
develop the environmental checklist – a new tool enabling
ICS members to collect environmental data from their
subcontractor factories. This checklist focuses primarily on
factory
data
related
to
energy
consumption,
water
consumption, air emissions, wastewater and waste generation.
In order to reduce the negative impact on water resources
in its value chain, wherever possible the Group sources
products that are manufactured using less water-intensive
production techniques, such as waterless dyeing for certain
items of swimwear. The Group also supports more virtuous
eco-labels such as Lenzing EcoVero for viscose (which reduces
water consumption), European Flax for linen and GOTS.
In 2024, 70% of Monoprix’s cotton apparel offer and 85% of
its cotton homeware and leisure items were made from
organic fiber complying with the Global Organic Textile
Standard (GOTS), Bioré standard or Organic Content
Standard (OCS). In addition, the Group’s offer included
210 Max Havelaar-labelled products in 2024, which are also
certified as complying with resource protection criteria.
Actions concerning the extraction and use of marine
resources (upstream activities)
Promoting sustainable fishing and limiting the use
of non-selective fishing gear
The Group has implemented a number of actions to help
preserve fish stocks, in particular by phasing out certain
threatened species from its offer.
Since 2017, species such as the hake shark and blue shark
have been removed from the shelves, along with other
vulnerable species such as eels, elvers and white groupers.
Since 2020, species such as emperors, blue ling and red
seabream have also been excluded.
To help rebuild stocks, Casino and Monoprix have decided
to stop selling sea bass (dicentrarchus labrax) during the
breeding months of January, February and March, a measure
that will help to preserve this species.
The Little-Known Species scheme launched in 2019 by
Monoprix is designed to diversify customers' consumption
habits and help prevent overfishing of well-known species
such as cod, salmon and prawns. The aim is to stimulate
demand for all species caught in the fishers’ nets and
support the fishing industry. The Group also offers a range
of products certified by the Marine Stewardship Council
(MSC) as coming from sustainably managed fish stocks.
The Group also has a sustainable sourcing policy for tuna,
a species that is very much in demand. For example,
it purchases exclusively line‑caught bluefin tuna from small
scale fishers, in order to encourage the renewal of stocks,
and yellowfin tuna, which is also threatened by overfishing,
is also sustainably sourced. Specific actions include:
• combating the inclusion of illegally-sourced seafood in
the private label offer by performing checks on the fishing
vessels to weed out those suspected of illegal, unreported
and unregulated (IUU) fishing activities. Since 2018, the
Group's brands have also taken a stand against electric
fishing and excluded from their offer species fished using
this technique;
• improving traceability and best practices, in particular, by:
• encouraging suppliers to join the International Seafood
Sustainability Foundation (ISSF) and to use fish caught
by vessels in the ISSF’s Proactive Vessel Register (PVR),
• banning the most destructive fishing techniques,
particularly longlining; the Franprix and Monoprix banners
offer a range of private-label tinned yellowfin tuna certified
as being fished from free schools by French-flag vessels
using seine nets and without using fish aggregating
devices (FADs),
• setting strict specifications: the private labels, for example,
use whole yellowfin tuna weighing more than 20kg, which
improves traceability and helps to protect juveniles,
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• stepping up its risk-prevention measures for private-
label canned tuna. The Group has joined the Global
Tuna Alliance (GTA) working group made up of retailers
based in France who are seeking to steer stakeholders
across the production chain towards more sustainable
tuna fishing and supply practices. To this end, the
Group uses tools to map the various suppliers’ canned
tuna value chain, to check their performance in terms
of transparency and traceability, identify fished volumes
by species, and track and verify fishing methods and
fishing areas;
• improving consumer information by indicating the
species and ocean of origin on the tins;
• sourcing from different fishing grounds so as to limit
pressure on stocks;
• launching anti-waste items. Monoprix offers two "anti-waste"
salmon and cod cube products, which help to reduce
food waste. The fish pieces are MSC or ASC-certified,
guaranteeing that they come from sustainable fishing
and aquaculture sources, while the product’s tray is
eco‑designed, containing no colouring agents and made
mainly from recycled plastic.
Developing more sustainable aquaculture
To offer more sustainable products, the Group sells a wide range
of farmed fish certified as organic or as meeting Aquaculture
Stewardship Council (ASC) standards. The specifications for
organic aquaculture ensure that the fish farming practices
use as few inputs a possible and have the least possible
impact on the aquatic environment. ASC-certified farms
focus on preserving water resources, biodiversity and
workforce’s quality of life.
Casino Group examples
• Franprix’s private-label frozen farmed fish offers are all
ASC-certified.
• Monoprix guarantees that 100% of its farmed fish comes
from sustainable sources and that the fish are GMO-free
(<0.9%), have not been fed with land animal meal, have
not been treated with antibiotics and are traceable from
egg to plate.
• Since 2020, 100% of the farmed shrimp offered on the
seafood counter and self-service shelves have been ASC-
certified or sourced from organic farms.
The Group is working with all its partners to create a more
sustainable industry
• Salmon industry
The Group’s Terre & Saveurs salmon is sourced from farms
that do not use antibiotics and its smoked salmon offer is
ASC-certified. This means that the salmon are fed GMO-
free feed (<0.9%) and are guaranteed antibiotic-free from
the time they are farmed at sea; it also means that
greater account is taken of animal welfare in terms of
water quality, fasting time, stunning method and slaughter.
• Farmed salmon sector
The Group also participates in various working groups,
such as the one led by the Earthworm Foundation to
reduce the use of fishmeal and fish oil in salmon feed, and
ensure a more sustainable supply. The aim is to engage
key suppliers in more sustainable aquaculture chains.
In 2022, the working group teamed up with salmon
producers and ingredient manufacturers to define common
standards for feed sustainability. Noteworthy measures
include reducing the use of wild fish in feed and guaranteeing
deforestation-free soy.
• Shrimp industry
An organic shrimp industry has been launched, with
shrimp fed only with the organisms present in the ponds
and reared without antibiotics. Collective work is being
carried out to map the value chain and improve the
sustainability of practices in the farmed shrimp sector.
Supporting local fishing and French fisheries
As part of its support for small-scale French fishers, the Group
is developing partnerships with Atlantic and Mediterranean
ports close to its stores. The Group offers line-caught
bluefin tuna under the collective brand "Thon rouge de
ligne, pêche artisanale", which has been certified Ecolabel
Pêche Durable since 2019 and is also MSC certified.
All of these actions attests to the Group's commitment to
responsible, sustainable fishing, in terms of preserving both
marine resources and the quality of the products it offers its
customers.
3.1.2.3.3
Objectives related to water
and marine resources
The Group does not currently have any targets concerning
its potential impact on water and marine resources.
3.1.2.3.4
Water and marine resources metrics
The data presented below covers all the Group's water
consumption (including by its warehouses and offices).
Unit
2024 figure
Total water consumption
cu.m
235,064
Water consumption per square
metre of retail space (l/sq.m)
litres/sq.m
1,068
Ratio of total water consumption
in cu.m to net sales from
the Group's own operations
cu.m/€m
27.74
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3.1.2.4
Biodiversity and ecosystems (E4)
Specific standards relating to biodiversity
and ecosystems
The process to identify the material biodiversity- and
ecosystem-related impacts, risks and opportunities forms
part of the Group's overall assessment under the DMA (see
section 3.1.1 "General disclosures relating to Casino Group’s
Sustainability Statement”, paragraph 4.1 "Description of the
processes for identifying and assessing material impacts,
risks and opportunities").
The DMA exercise found that biodiversity- and ecosystem-
related impacts were a material matter for the Group (see
section 3.1.1 “General disclosures relating to Casino Group’s
Sustainability Statement”, paragraph 2.2 "Information provided
to the Group's administrative, management and supervisory
bodies and sustainability matters addressed").
Casino Group’s sites are located in France, in areas that are
not sensitive to biodiversity risks. According to the red list
of endangered species in France (mnhn.fr), the Group's
activities do not affect any endangered species. For its own
operations, the Group refers to France’s Environment Code,
which provides a strict framework for the organisation and
operation of activities in France.
There are currently no identified impacts requiring the
implementation of biodiversity risk mitigation measures.
Nevertheless, the measures deployed to remedy the Group's
potential indirect impacts on biodiversity are described in
paragraph "Biodiversity and ecosystem metrics" below.
The Group did not conduct any direct consultations on
biodiversity matters with the affected communities in 2024.
3.1.2.4.1
Description of the strategy
Decarbonisation strategy and inclusion of biodiversity
and ecosystem considerations in the strategy
and business model
Aware that biodiversity is a prerequisite to balanced diets
around the world, Casino Group partnered the Fayol Institute
of École des Mines graduate school in Saint-Étienne on a
survey to accurately assess the direct and indirect pressures
its operations might exert on biodiversity and ecosystems
(through climate change, pollution and land use). This survey
concluded that such pressures are largely indirect, and related
to the product offering.
On the other hand, the Group considers that its activities
indirectly have a potential negative impact on biodiversity
and ecosystems through climate change, changes in land
use, direct operations and its dependence on ecosystem
services. These impacts are listed in the DMA reporting
matrix (see section 3.1.1 "General disclosures relating
to Casino Group's Sustainability Statement”, paragraph 2.2
"Information provided to the Group's administrative,
management and supervisory bodies and sustainability
matters addressed").
The Group has not assessed the resilience of the current
business model and strategy to biodiversity and ecosystems-
related physical, transition and systemic risks and has not
drawn up a formal decarbonisation strategy for this purpose.
The Group considers that the substitutability and diversity
of its product offering provide an acceptable degree of resilience
and limit the risks to its business.
3.1.2.4.2
Description of the policy related
to biodiversity and ecosystems
The process of identifying and assessing material impacts,
risks and opportunities (IROs), and detailed descriptions
of each IRO are provided in section 3.1.1 "General disclosures
relating to Casino Group’s Sustainability Statement", paragraph
2.2 "Information provided to the Group's administrative,
management and supervisory bodies and sustainability
matters addressed".
In line with its biodiversity protection policies, the Group has
signed up to several initiatives and participates in a number
of stakeholder coalitions, including:
• the Sustainable Soy Manifesto;
• France’s Sustainable Cocoa Initiative (IFCD);
• the Global Tuna Alliance (GTA);
• France’s National Pact on Plastic Packaging;
• the international Roundtable on Sustainable Palm Oil (RSPO),
which the Group joined in 2011 to support the drive to make
palm oil sustainable, and the Palm Oil Transparency
Coalition (POTC);
• the Earthworm Foundation; the Group is a member of
this foundation and participates in various Earthworm-led
working groups on soy, avocado and aquafeed.
The Group's policy is based on four commitments:
1.
combat climate change;
2.
limit the pressures of direct operations on biodiversity.
Through this commitment, the Group is encouraging
the adoption of sustainable land-use and farming practices
that meet current food needs while also ensuring the
sustainability of land and ecosystems for future generations;
3.
reduce the impacts and dependencies related to ecosystem
services, in particular by promoting sustainable organic
products and preserving fish stocks;
4.
combat land-use change, through measures against
deforestation linked to raw materials extraction.
These commitments are backed by policies relating to climate
change and water and marine resources (see section 3.1.2
"Environment", paragraphs 1 "Climate change" and 3 "Water
and marine resources").
These policies are defined and implemented by the Group
CSR Department in collaboration with the Purchasing
Department. They are presented to the Executive Committee
and the Governance and CSR Committee, for the discussion
of matters relating to climate change and land-use change
(presentation of supply sources at risk from deforestation
and risk mitigation work, presentation of carbon data,
carbon reduction initiatives and objectives). See section 3.1.2
"Environment", paragraphs 1.3 "Actions and resources related
to climate change" and 4.3 "Actions and resources related
to biodiversity and ecosystems".
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These policies cover potential environmental impacts but
do not currently address the social consequences of the
impacts related to biodiversity and ecosystems.
They play a role in improving the traceability of products,
components and raw materials. In this regard, developing a
more sustainable offer and forging partnerships with
numerous labels and coalitions of actors enable the Group
to benefit from their transparency requirements. The Group
also benefits from a better understanding of the upstream
stages and traceability thanks to the certification process
for Fair Trade or organic-labelled agricultural products,
which is a guarantee of traceability and compliance with
environmental standards.
With regard to deforestation, the European Regulation
on Deforestation-free Products (EUDR) requires companies
to guarantee that products placed on the market carry no
or only a negligible risk of having caused deforestation.
This requirement considerably strengthens the traceability
of the raw materials concerned (coffee, cocoa, soy, palm oil,
beef, wood and rubber).
3.1.2.4.3
Actions and resources related
to biodiversity and ecosystems
The Group has identified climate change, land-use change
and direct operations as direct impact drivers of biodiversity
loss. Impacts and dependencies on ecosystem services are
also a key issue for the Group. (see section 3.1.1 "General
disclosures relating to Casino Group's Sustainability Statement",
paragraph 2.2 "Information provided to the Group's
administrative, management and supervisory bodies and
sustainability matters addressed").
Core actions and resources deployed by the Group
to respond to these matters are as follows:
Climate change
According to the Intergovernmental Science-Policy Platform
on Biodiversity and Ecosystem Services (IPBES) climate
change is the third leading cause of biodiversity loss.
See section 3.1.2 “Environment”, paragraph 1.3 “Actions and
resources related to climate change”.
Pressures on biodiversity from direct operations
and impacts and dependencies on ecosystem services
The main pressures on biodiversity from the Group’s own
operations concern sold products. The Group acts to protect
the environment and biodiversity by supporting organic
farming and ecological farming practices such as reduced
pesticide use.
In practical terms, the Group is strengthening and enhancing
its range of sustainable and organic private-label and
national-brand products, which are regularly advertised
and showcased to customers either in dedicated corner
displays or in the usual store sections:
• Naturalia: for this brand, which specialises in organic, fair
trade and biodynamic agriculture products, the Group
has developed a new store concept called "La Ferme",
featuring unprocessed or lightly processed organic
products, plant-based products and a selection of local
produce. Naturalia is also the only B Corp-certified food
retailer in France;
• Monoprix:
• the Group is backing collaborative initiatives with
partners committed to applying ecological farming
practices, through its "Tous Cutiv'acteurs" programme
to eliminate neonicotinoid pesticides, which are accused
of affecting pollinators. Several hundred fruit and
vegetable farmers have joined the programme, by
signing a three-year agreement backed by a set of
specifications co-defined with the Bee Friendly® label
and agricultural experts. The initiative is supporting
farmers in a continuous improvement process with the
goal of earning the Bee Friendly® label for their products.
The label’s highly demanding standards include an
exclusion list of pesticides that have been banned to
protect pollinators and a set of good agricultural practices,
in order to promote biodiversity on farms, develop more
resilient production systems requiring fewer pesticides,
and forge partnerships with local beekeepers,
• In 2024, Monoprix renewed its Global Organic Textile
Standard (GOTS) certification. This standard is internationally
recognised as the most rigorous standard for organic
textiles, requiring compliance with strict ecological and
social criteria throughout the production chain. In 2024,
70% of Monoprix’s cotton apparel offer and 85% of its
cotton homeware and leisure items were made from
organic fiber complying with the GOTS, the Bioré
standard or the Organic Content Standard (OCS).
• Cdiscount supports sustainable products, which accounted
for 25.2% of product GMV in 2024 (up 8 points versus
2023). Cnova has confirmed its commitment to offering a
more sustainable product range by joining the Sustainable
Consumption Pledge, a European initiative for trade that
is conscious of its social and environmental impacts.
In addition to organic products, Casino Group stores also
offer customers products with certification attesting to an
environmental progress programme such as NF Environnement,
PEFC and equivalent, European Ecolabel. For its furniture
and other wood products, packaging materials and paper
for office or advertising use, the Group turns to PEFC or
equivalent certification, in order to promote responsible
management of global woodlands.
It offers customers a range of products guaranteed as
pesticide-free, which reduce the Treatment Frequency
Index and the use of pesticides upstream, and promote
good agricultural practices and integrated agriculture.
The Group continues to support fruit, vegetables and wines
with High Environmental Value (HEV) certification. The HEV
label guarantees that all of the producer’s agricultural practices
preserve the natural ecosystem and minimise pressure on
the environment, as regards soil, water, biodiversity, etc.
The Group is also acting to alleviate the pressure exerted by
its indirect operations on fish stocks, through its sustainable
fishing policy (see section 3.1.2 "Environment", paragraph 3
“Water and marine resources”).
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Sustainability Statement
Land-use change
Aware of the risks connected with some of the raw
materials used in its private-label products, Casino Group is
committed to fighting deforestation caused by the use of
these raw materials in certain supply chains, focusing on
palm oil, soy, cocoa, coffee and avocado.
Most of these raw materials are covered by the European
Regulation on Deforestation-free Products (EUDR) and the
Group will comply with the Regulation’s requirements for
all the products concerned. At the same time, the Group is
taking part in various working groups on the subject
(CGDD, FCD, etc.) and engaging with its main suppliers to
discuss how they plan to implement the regulation. A specific
internal working group has been set up to anticipate the
implementation of the requirements set out in the regulation.
The following raw materials are subject to specific tracking
procedures:
• Palm oil:
Casino Group has been a member of the Roundtable on
Sustainable Palm Oil (RSPO) since 2011 and has given
a commitment to using only RSPO-certified palm oil,
a commitment that it is honouring.
The policy and control plan for the palm oil used by its
suppliers are set out in the sustainable due diligence plan
(see section 3.2 "Sustainable Due Diligence Plan", paragraph
3.2.6 "Assessment measures and actions concerning
private-label suppliers whose products contain palm oil").
For example, Naturalia has adopted a strict zero palm oil
policy for its food offering, with the exception of the Hipp
infant food range, which contains palmitic acid made
from RSPO-certified palm oil.
• Cocoa:
In light of the supply chain’s complexity (around six
intermediaries are involved between the plantation and
the Group), the Group opted to obtain Rainforest Alliance
or Max Havelaar/Fairtrade certification for all of its private-
label cocoa-based products. Today, all the Casino, Franprix
and Monoprix private-label chocolate bars sold in France
are Rainforest Alliance or Max Havelaar/Fairtrade-certified.
Moreover, in line with its strong belief in the value and
impact of collective initiatives, the Group has signed the
French Sustainable Cocoa Initiative, which is committed
to meeting the following objectives:
• improve the income of cocoa farmers and their families,
to enable them to achieve a decent living (in the sense
of the “Living Income Community of Practice”) by 2030
at the latest, in collaboration with producer countries,
• work with all stakeholders to ensure that by 2025 at the
latest, the French cocoa industry and its partners cease
imports from areas deforested after 1 January 2020,
combat forest degradation and protect remaining
forests and areas of high environmental value,
• take the necessary measures to combat and ensure
progress on forced labour and child labour (as defined
by the ILO conventions) in cocoa producing regions by
2025, in line with the United Nations Sustainable
Development Goal (SDG) of ending child labour, forced
labour, modern slavery and human trafficking, while
helping to foster the rights of children and their access
to education.
• Soy:
Soy from Brazil can potentially be found in the animal
feed used by the Group's French suppliers of meat and
meat products. According to the Trase platform, of the
120 million tonnes of soy produced in Brazil in 2022, France
imported around 1 million tonnes, accounting for 1.8%
of total exposure to deforestation linked to Brazilian soy
production. Furthermore, the soy supply chain is particularly
complex, with at least seven intermediaries between the
soybean farmer and the meat suppliers. The small number
of traders exporting soy and soybeans to China and the
European Union therefore have a key role to play. Casino
Group has undertaken a number of commitments to combat
deforestation caused by soy production in animal feed
and other supply chains:
• the Group endorsed the Cerrado Manifesto Statement
of Support, to participate in global multi-stakeholder
initiatives,
• the Group actively took part in preparing the French
Manifesto to Counter Soy-related Imported Deforestation,
which it supports,
• the Group joined, in 2020, the alignment group set up
by the Earthworm Foundation in pursuit of the Manifesto’s
commitments (for more information on the Manifesto
and its signatories, visit https://www.earthworm.org/
pages/soy-manifesto),
• Casino Group has committed to ensuring that all the soy
used as a characteristic ingredient in its private-label
products is sourced from areas not at risk of deforestation.
This target has been met since 2021,
• lastly, the Group deploys the commitments in the French
Manifesto to Counter Soy-related Imported Deforestation
by 2025 (see below) and participates in its collective
initiatives.
Close-up on actions in support of the "Soy Manifesto",
in collaboration with the Earthworm Foundation
Since 2021, Casino Group has actively participated in the
alignment group set up by the Earthworm Foundation to
implement the Manifesto, which:
• engaged with the leading stakeholders across the pork,
poultry and animal feed value chains to encourage them
to sign the Manifesto. A working group has been in place
since 2021 to enable the manufacturers who agreed
to support the Manifesto to discuss and work together
to build solutions adapted to their specific issues;
• has been organising sessions, since 2021, to raise awareness
of issues raised by the Manifesto, with presentation webinars
attended by hundreds of representatives from dairy, egg,
farmed fish, and poultry, pork and beef product manufacturers;
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• worked on defining shared “Zero Deforestation/Conversion
(ZDC) Soy” standards so that each member retailer can
contractually add them to the contractual documents
submitted to suppliers, thereby encouraging them
to cascade the standards to their own suppliers and on
to the importers, who play a critical role in implementing
the Manifesto’s commitments. As part of this process,
Casino Group has inserted a “ZDC Soy” clause including
the agreed cut-off date (1 January 2020) for soy imports
into France in contracts to purchase unprocessed and
processed private-label products from suppliers whose
animal feed contains soy. These suppliers are also required
to sign up to the risk management mechanism proposed
in the report of the Scientific and Technical Committee of
the National Strategy to Combat Imported Deforestation
(SNDI);
• tracked deployment of the “Dashboard for assessing the
risks of deforestation linked to French soybean imports”
on the SNDI website, which is primarily based on data
from the Trase initiative (https://www.deforestation
importee.fr/fr/tableau-de-borddevaluation-des-risques-
de-deforestation-lies-auximportations-francaises-de-soja);
• developed a methodology for managing deforestation/
conversion risks that is complementary with the SNDI’s
risk analysis mechanism. Known as “Cargos ZDC,” it directly
assesses the deforestation/conversion risks of soybeans
awaiting shipment in Brazil, with support from documentary
evidence requested from importers. In this way, bulk carriers
bound for France can be loaded only with soybeans
guaranteed to have been sourced from regions free
of soy-related deforestation and/or conversion of natural
ecosystems. The Earthworm Foundation has initiated
discussions about the methodology with the five largest
soybean importers in France, to leverage insights
from their experience in Brazil and co-construct the
methodology with their input;
• encouraged each retailer to calculate the soy footprint of
its operations in France;
• mapped soy in the supply chains of the seven leading
poultry meat suppliers used by all the retailers in the
working group, in particular to identify the amount of soy
used, its origin and its importers;
• participated in talks with various French stakeholders,
including Duralim, NGOs (such as the WWF, Canopée
and Mighty Earth) and the French General Commissariat
for Sustainable Development (CGDD), in particular during
the preparation of the Commissariat’s handbook for
public procurement contractors;
• presented the Manifesto to a very wide range of other
European stakeholders in Germany, Belgium, Denmark,
Spain, the Netherlands and the United Kingdom. The
Earthworm Foundation’s discussions and coordination
work with Efeca in the UK led Efeca to publish a UK
Manifesto (available at: https://www.uksoymanifesto.uk/)
in 2021, setting out commitments that are aligned with
those of the French Manifesto. The UK Manifesto has
been signed by 28 UK-based companies operating in the
retail, fast food and food processing industries.
The working group’s actions were pursued in 2024 to
maintain the collective momentum that developed around
the Manifesto.
• Coffee:
Coffee is the second most traded product in the world.
It is produced in six main countries, mostly by small
producers, and its value chain involves a number of social
and environmental matters, particularly in relation
to deforestation. For this reason, the Group’s brands opt
to obtain Rainforest Alliance or Max Havelaar/Fairtrade
certification for products such as capsules, pods, ground
coffee and coffee beans. These certifications attest to the
producers’ commitment to combating human rights
violations, deforestation and climate change.
• Avocado:
In 2023, the Group joined the Avocado Collective working
group on sustainable avocado production set up by
the Earthworm Foundation with other retailers and
a manufacturer. The working group’s aim is to pool the
actions of companies committed to a more sustainable
avocado sector, focusing initially on the French market,
as France has been Europe's leading consumer of this
fruit for several years. The work covers both avocados and
avocado-based products from all growing areas, with
priority being given to regions at risk. The Collective's first
challenge is to help improve supply chain traceability
in order to provide transparency and refine the social and
environmental risk maps in the production areas.
The main matters identified as affecting the avocado
sector’s environmental sustainability concern deforestation,
an exposed transformation sector and the lack of support
for sustainable farming practices (responsible water and
pesticide management, preservation of biodiversity and
areas of high conservation value).
Top of the Collective’s list of priorities are to: 1) mobilise all
stakeholders and achieve a consensus on their vision of a
sustainable avocado sector, 2) improve supply chain
traceability by identifying the various actors and the
production areas in order to assess the risks by origin and
3) ultimately, launch a pilot transformation project led by
the Earthworm Foundation via its local teams to address
the key matters in the area chosen for this project.
The Group did not use any biodiversity offsets in its action
plans in 2024, and it has not integrated local and indigenous
knowledge or nature-based solutions into its actions in
favour of biodiversity and ecosystems.
3.1.2.4.4
Biodiversity and ecosystem objectives
Collective targets have been set as part of the soy and cocoa
initiatives, as defined above. The Group does not currently
have any targets for the prevention, reduction, rehabilitation,
restoration and offset of biodiversity and ecosystem impacts.
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3.1.2.4.5
Biodiversity and ecosystem metrics
The Group has introduced the following indicators relating
to the fight against land-use change, which will be the
subject of further work in the future:
• the percentage of private-label products containing
RSPO-certified palm oil;
• the percentage of private-label products that are Rainforest
Alliance or Max Havelaar/Fairtrade certified (mainly coffee
and cocoa);
• the percentage of soy used as a characteristic ingredient
in its private-label products sourced from areas not at risk
of deforestation.
3.1.2.5
Resource use and circular economy (E5)
Specific standards related to resource use
and the circular economy
The process to identify the material impacts, risks and
opportunities related to resource use and the circular
economy forms part of the Group's overall assessment
under the DMA (see section 3.1.1 "General disclosures relating
to Casino Group’s Sustainability Statement", paragraph 4.1
"Description of the processes for identifying and assessing
material impacts, risks and opportunities").
The DMA exercise found that impacts related to resource
use and the circular economy were a material matter for
the Group (see the DMA reporting matrix, section 3.1.1 "General
disclosures
relating
to
Casino
Group’s
Sustainability
Statement", paragraph 2.2 "Information provided to the
Group's administrative, management and supervisory
bodies and sustainability matters addressed").
3.1.2.5.1
Description of the policies relating
to resource use or the circular economy
The description of material impacts, risks and opportunities
related to resource use and the circular economy is presented
in the DMA reporting matrix (see section 3.1.1 "General
disclosures relating to Casino Group's Sustainability Statement",
paragraph 2.2 "Information provided to the Group's
administrative, management and supervisory bodies and
sustainability matters addressed").
The Group has adopted policies to mitigate the current and
potential future negative impacts of its activities in terms of
resource outflows related to sold products (packaging and
food waste impacts) and waste (impacts related to store
and warehouse operations).
The policies are implemented by the Group CSR Department,
the Group Quality Department and the Operations
Departments and focus on the following main areas:
1.
operating waste inherent in the Group's activities:
the Group is committed to reducing, sorting and recovering
and reusing the operating waste generated by its direct
operations. Its aim is ultimately to send zero waste
to landfill and to recover and reuse 100% of the waste
generated by its stores and warehouses;
2.
packaging of sold products: the Group's policy aims to
reduce:
• the quantity of virgin material by incorporating
recycled material,
• the quantity of waste packaging by eliminating
unnecessary components and reducing the weight of
the packaging (resizing, reducing thickness, etc.);
3.
improving recyclability: the Group is committed to
replacing materials that do not have recycling channels,
eliminating obstacles to sorting and/or recovery, and
developing new ways of consuming (bulk, re-use).
With this in mind, several years ago the Group introduced
a "5R" assessment method to identify and evaluate
the actions to be taken on a given packaging system,
regardless of the materials used. The method is organised
around five groups of actions: elimination, reduction,
reuse (of materials and packaging), recyclability and
compostability.
The policy include the elimination and recyclability of
plastic packaging. In February 2019, it led Casino Group
to sign France’s National Pact on Plastic Packaging
supported by the French Ministry for Ecological and
Social Transition. The Pact unites retailers and their
suppliers around a shared goal to accelerate reductions
in the use of plastic packaging and it has also contributed
to the development of a stricter legislative framework,
notably with the law of 10 February 2020 against waste
and for a circular economy (AGEC Law) and the Climate
and Resilience Law of 22 August 2021. It is also aligned
with the regulatory framework created by decree 2021‑517
known as the "3Rs" for Reduction, Reuse and Recycling,
adopted in application of the AGEC Law, which sets the
main national targets for packaging;
4.
end-of-life food products: the Group has adopted
strategies to combat waste and introduced specific
measures to ensure that every food product is either
consumed or recycled. For end-of-life non-food products,
the
Group
has
defined
re-use/second-hand
and
reparability policies for certain product ranges in order
to limit the impact on consumed resources.
3.1.2.5.2
Actions and resources related
to resource use and circular economy
Casino Group’s action plans have been developed in line
with the retail industry roadmap defined under France’s
National 3R Strategy (Reduction, Reuse, Recycling) adopted
in application of the AGEC Law. This strategy, initiated by
the French Ministry for Ecological Transition, has benefited
from the joint contributions of many companies, including
Casino Group, and various non-profits set up to support the
drive to reduce waste.
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Managing waste from operations
Store waste primarily includes cardboard, plastic, paper and
wooden pallets used to transport and handle merchandise,
damaged goods and unsold compostable produce.
To limit the quantities sent to landfill, waste is systematically
sorted and the development of recycling channels is
encouraged. In addition, recovery solutions are deployed to
optimise the management of the waste produced.
The Group's stores and warehouses comply with the
requirements of the French Environment Code by sorting
recyclable waste at source including paper/cardboard, plastics,
wood, glass and organic waste. In the interests of efficiency,
all the Group's brands work with several service providers,
giving priority to local recycling solutions.
Packaging of sold products
The Group is a founding member of France’s national eco-
design centre and actively promotes this approach among
economic players, while also benefiting from the centre’s
support in developing the eco-design skills of its teams.
As part of this drive, in its own operations the Group
promotes the adoption of a more sustainable approach by
reducing packaging and encouraging the use of eco-
certified and recycled materials. Cdiscount illustrates this
commitment with its assertive policy aimed at minimising
the environmental impact of packaging. Since 2021, the
brand has been offering packaging that can be reused up
to 100 times, designed in partnership with the Hipli start-up.
The brand has also developed a programme to eliminate
product over-packaging by shipping products without an
overbox if a logistics audit finds that they do not run any risk
of breakage or fraud. When packaging is still necessary,
Cdiscount optimises the use of cardboard boxes thanks to
3D packaging machines that precisely adjust the size of the
box to the dimensions of the product. The objective is to
reduce the empty space in parcels and the consumables used.
At the same time, Cdiscount uses sustainable materials
wherever possible. Over 90% of shipping cartons are made
from recycled raw materials, and 100% of cartons are PEFC-
certified or equivalent. In addition, mineral inks have been
replaced by vegetable inks, and plastic cushioning has been
replaced by kraft paper for many years.
Plastics policy
Recognising the impact of plastic on ecosystems and the
environment, for several years now the Group has been
rolling out an action plan aimed at reducing and preventing
the risks associated with its use. Each approach encourages
its partners to reduce the quantity of plastic in the packaging
they supply, while guaranteeing the safety of food products
and limiting waste.
As a retailer, the Group does not manufacture any products
and relies on all its suppliers to reduce plastic use.
• Supporting private-label suppliers
All new or reworked private-label products (excluding
Cdiscount products) are analysed using the 5Rs method
in order to identify whether the plastic component can be
eliminated or, failing that, reduced or made reusable,
recyclable or compostable. The aim is to subject every
piece of packaging containing plastic to this detailed
analysis and conduct due diligence to reduce plastic use.
This method (3Rs) is used to identify new opportunities to
optimise packaging that can be further developed with
private-label suppliers.
• Elimination, reduction, substitution, recyclability of plastic
packaging
Eliminating a packaging component is an important
lever in the drive to reduce the amount of plastic used
in the packaging of products. For this reason, during the
5R assessment of packaging systems, the usefulness of
packaging components is systematically examined with
a view to their elimination along with potential opportunities
to substitute the plastic with another material. For example,
several frozen ready meal products are no longer packed
in an inner plastic bag, saving around 3 grams of plastic
per product, and plastic tamper-evident strips have been
replaced by a paper label for several condiment references.
When the plastic cannot be eliminated or substituted,
reduction opportunities are examined, either by resizing
the packaging or modifying its structure. For example,
several frozen vegetable, cracker and puff pastry products
are now packed in bags made from thinner plastic.
Whenever possible, the use of virgin plastic is reduced
by incorporating recycled material. Examples include the
inclusion of 50%-recycled PE in the film used for packs
of infant milk and 30%-recycled PET in the trays used for
crêpes dentelle biscuits.
• Improving packaging recyclability
Recyclability is also at the centre of the Group’s discussions
with suppliers, and is examined for each item of packaging
used for the products sold in its stores, at the same time
as packaging reduction opportunities. The approach
involves firstly identifying materials or format/material
combinations that do not have a recycling channel and
substituting them with alternatives that do. Examples
include replacing several PVC fabric softener containers
with PE containers, and reducing the use of expanded
polystyrene (EPS) trays for traditional foods.
Simplifying the packaging structure is another way of
facilitating recycling. This involves looking for recyclable
single-material alternatives that perform the same
functions as the original complex structure. For example,
the bags for several frozen products (potatoes, scallops,
etc.) have been converted to mono-material PE.
Lastly, some packaging disrupts sorting or recovery. Examples
include packaging that is made from a combination
of different materials, or features one or more material
or colour characteristics which make it undetectable by
sorting machines. The 5Rs method enables these types
of packaging to be identified and the packaging is
reworked when a viable solution is possible. This has
resulted, for example, in the removal of carbon black from
the trays used for several types of frozen chocolate logs
and ready meals, and the substitution of metallised
plastic used in packs of salmon slices.
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End-of-life of food and non-food products
Combating food waste
In view of the financial, environmental and social matters
related to food waste, Casino Group has been working for
several years to reduce the sources of waste. It offers
innovative solutions to customers, deploys systems to
reduce breakages and unsold goods, and donates expiring
products. The objective is to avoid throwing away any
unexpired products.
The Group also supports the international Stop Food Waste
Day with actions to raise awareness among customers and
employees, and signed:
• the National Pact Against Food Waste in 2013, set up by
the French Ministry of Agriculture and Food;
• the National Pact on Sell-by Dates, supported by the
French Ecological Transition, Agriculture and Food
ministries. This includes ten concrete and measurable
commitments on the management and understanding
of sell-by dates.
Courses of action to combat food waste are based on the
following four pillars:
• continuous improvement of store operations: the
Group is implementing various initiatives to improve its
operating efficiency, for example by optimising the
ordering process, improving the stores’ management of
use-by dates, and reducing breakage through staff
training and awareness-raising. In addition, the Group is
working to improve its stocking of discounted items that
are damaged or have a short shelf life. Systems have been
deployed to enable fresh products that are close to their
use-by date to be sold at a discount. At the same time,
partnerships have been set up with companies such as
Too Good to Go and Phénix, which offer bags made up of
items not sold during the day in traditional food stores, at
heavily discounted prices;
• donations to food banks: since 2009, the Group has forged
partnerships with Française des Banques Alimentaires
and a number of actors in the social and solidarity
economy (SSE);
• employee
awareness-raising
initiatives:
in
France,
retailers are responsible for only around 14% of food
waste, with the rest attributable to upstream producers
or downstream consumer behaviour. With this in mind,
the Group has issued an Eco-gestures guide to remind
employees of the need to reduce waste and optimise
waste management. To complete this approach, digital
training on the fight against food waste has been made
available. A manual has been drawn up describing the
process for donating expiring products and managing bags
of heavily discounted items in the stores. The proactive
"Prêt à agir" system at Monoprix enables store managers
and regional managers to track heavily discounted
products and the actions implemented to prevent waste;
• joint work with suppliers to:
• extend product use-by dates, without increasing health
risks,
• remove best-before dates on certain categories of products,
• share their experience in fighting food waste, for
example by redistributing misshapen or non-standard
products in local channels, or transforming spoiled or
expiring fresh produce into new products (turning
avocados into guacamole, apples into apple juice, etc.),
• develop product ranges based on items which would
otherwise be thrown away, such as jams made by
processing spoiled fresh produce. Monoprix is continuing
its partnership with Re-Belle which hand makes jams
from over-ripe or damaged fruit collected from
Monoprix stores;
• customer awareness-raising initiatives: since January
2020, Monoprix has been a signatory of the Anti-Best
Before Pact, which was launched by Too Good To Go to
raise awareness of food waste linked to best before dates
with a coalition of 65 food industry actors. Research shows
that 20% of food waste is due to the fact that almost one
in two French people do not know the difference between
a use-by date and a best-before date. Best‑before means
that a product’s quality may decline once the date has
passed, but it can still safely be eaten. So before throwing
them away, consumers are advised to apply the look-
smell-taste test. To help consumers, a "Look, smell, taste"
pictogram has been added to the packaging of 118 products
sold in the Group’s stores that also feature a best-before date.
Customers are also made aware of the issue through the
anti-waste corners and promotional offers in the Group’s stores.
In 2023 and 2024, six Franprix stores were awarded France’s
anti-food waste label, recognising the store teams’ engagement
in combating food waste.
Donation of non-food products
The Group’s brands also act to combat non-food waste. For
several years, Cdiscount has been collaborating with its vast
network of partner non-profit and SSE organisations to
give a second life to unsold, broken or returned items.
Monoprix stores donate non-food goods not sold during the
seasonal sales periods. These products are mainly donated
to charities such as the Red Cross in the Île-de-France region,
and Emmaüs and Secours Populaire in the provinces.
Collecting customers’ used products
The brands provide recycling bins for use by customers and
deploy various initiatives to raise customer awareness of the
importance of recycling. Monoprix, for example, has joined
forces with TerraCycle to speed up and encourage the
recycling of personal hygiene and beauty product containers
for which no recycling channel currently exists in France.
To drive progress in this area, container collection points have
been installed at the entrance to Monoprix stores. Finally,
collection points for used batteries, light bulbs, WEEE and
printer cartridges have been installed in the stores in
partnership with government-approved eco-organisations.
Developing second-hand sales
As part of its strategic roadmap, the Group is building new
services and concepts around second-hand goods, led
mainly by:
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• Cdiscount, which offers customers the opportunity to sell
their old devices (smartphones, tablets, connected
watches, games consoles) to reconditioning professionals
through the Cdiscount Reprise service. The brand has
also continued to develop solutions to give a second life
to products returned by Cdiscount.com customers. New
partnerships have been signed with reconditioning
experts such as Reficio (small electrical appliances) and
Ninety (smartphones). Initiatives such as these help both
to reduce product GHG emissions and to create skilled
jobs in France;
• Franprix, which has continued to develop a second life
initiative through the collection of pre-loved apparel
which is donated to Emmaüs Défi;
• Monoprix, which maintained in 2023 the “Je m’appelle
Reviens” programme, a free equipment lending service
for customers (e.g., drills, raclette sets, speakers, etc.).
Repairability
Cdiscount meets the requirements of the AGEC Law by
displaying the repairability rating of the products referred
to in the law (products subject to this obligation under
Article L. 541-9-2 I of France’s Environment Code). The brand
also has a partnership with the Spareka spare parts
platform, which enables customers to perform an online
diagnostic to identify the fault and find the right spare part
to repair their equipment.
3.1.2.5.3
Objectives related to resource use
or circular economy
As part of the policy related to the circular economy and,
more specifically, to reduce and improve the recyclability of
product packaging, supported by the National Pact on
Plastic Packaging, the following objectives have been set:
1.
apply eco-design principles to packaging, with the aim
of making it 100% recyclable or reusable by 2025;
2.
discontinue the use of PVC in household packaging
and take steps to phase out other harmful or unnecessary
plastic packaging by 2025, starting with EPS (expanded
polystyrene);
3.
ensure that packaging contains on average 30% recycled
plastic by 2025;
4.
develop business models based on repurposing, reuse
and bulk sales by 2025. This is a voluntary objective that
is consistent with the aims of France’s 2021 Climate and
Resilience Law.
These objectives are designed to drive a reduction in the
outflow of resources and, consequently, the amount of
waste produced.
The targets are set by both regulatory and voluntary
constraints. They concern operating waste and are aligned
with the requirements of France’s Environment Code,
the Energy Transition for Green Growth Law and other
related legislation.
The voluntary targets on food waste refer to the regulatory
framework created by France’s National Pact to Combat Food
Waste signed by all stakeholders in 2013 and subsequently
renewed for two three-year periods, the 2015 Energy
Transition for Green Growth Law (LTECV), the 2016 Garot Law,
the 2018 EGAlim Law, and the 2020 Anti-Waste for a Circular
Economy Law. National targets have also been set, including
a 50% reduction in food waste by the retail sector and
consumers by 2025.
The National Pact on Plastic Packaging supported by the
Ministry of Ecological Transition represents a collective
initiative, but the related commitments are in line with the
aims of the 2020 AGEC (anti-waste for a circular economy)
Law and the 2021 Climate and Resilience Law.
3.1.2.5.4
Resource use and circular economy metrics
The Group's retailing business does not allow it to produce indicators measuring the expected durability of sold products
compared with the sector average for each product group, or the proportion of recyclable content in the packaging of sold
products.
Unit
2024 figure
Non-hazardous waste diverted from disposal
Tonnes
69,966
Non-hazardous waste diverted from disposal – Preparation for re-use
Tonnes
-
Non-hazardous waste diverted from disposal – Recycling
Tonnes
50,022
Non-hazardous waste diverted from disposal – Other recovery operations
Tonnes
19,944
Non-hazardous waste directed to disposal
Tonnes
26,160
Non-hazardous waste directed to disposal – Incineration
Tonnes
1,639
Non-hazardous waste directed to disposal – Landfill
Tonnes
24,522
Non-hazardous waste directed to disposal – Other disposal operations
Tonnes
-
Hazardous waste diverted from disposal
Tonnes
132
Hazardous waste diverted from disposal – Preparation for re-use
Tonnes
-
Hazardous waste diverted from disposal – Recycling
Tonnes
113
Hazardous waste diverted from disposal – Other recovery operations
Tonnes
19
Hazardous waste directed to disposal
Tonnes
43
Hazardous waste directed to disposal – Incineration
Tonnes
16
Hazardous waste directed to disposal – Landfill
Tonnes
27
Hazardous waste directed to disposal – Other disposal operations
Tonnes
-
TOTAL AMOUNT OF WASTE GENERATED
TONNES
96,301
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Sustainability Statement
Unit
2024 figure
Total amount of non-recycled waste
Tonnes
46,168
Percentage of non-recycled waste
%
48%
3.1.2.6
Details of waste management methodology
The tonnages presented below cover the 12-month period
from 1 October Y-1 to 30 September Y. The Group considers
that the misalignment with the financial reporting period
did not distort the results obtained for 2024, as no specific
contextual events occurred in the last quarter of the
calendar year.
For small stores, information about the weight of collected
ordinary industrial waste (OIW) is not always available
because the waste is taken away by the local refuse
collectors. In these cases, the weight is estimated using the
following formula: Number of bins per store x Capacity
of each bin x Number of weekly collections. Where this data
is not available, the weight of OIW is estimated by applying
the ratio kgOIW/sq.m to existing data.
Where no information is available about the type of waste
treatment (33% of data), the breakdown is estimated
by reference to the national breakdown between waste
treatment methods.
In 2024, the total quantity of non-recycled waste was
46,168 tonnes.
In 2024, the percentage of non-recycled waste was 48%.
As is the case for other retailers, the Group's non-hazardous
waste consists mainly of paper, cardboard, plastic, organic
waste, bones and tallow, scrap metal and metals, wood,
glass, sewage grease and OIW.
The Group's hazardous waste consists mainly of hydrocarbon
sludge, fluorescent tubes, batteries and accumulators.
The Group's activities do not generate radioactive waste.
3.1.2.7
Taxonomy note
This report has been prepared in response to Article 8 of
Regulation (EU) 2020/852 (the Green Taxonomy Regulation)
and the following delegated regulations:
• Commission Delegated Regulation (EU) 2021/2178 of
6 July 2021 supplementing Regulation (EU) 2020/852
of the European Parliament and of the Council;
• Commission Delegated Regulation (EU) 2021/2139 of
4 June 2021 supplementing Regulation (EU) 2020/852 of
the European Parliament and of the Council, as amended
by Commission Delegated Regulation (EU) 2023/2485
of 27 June 2023;
• Commission Delegated Regulation (EU) 2022/1214 of 9 March
2022 amending Delegated Regulation (EU) 2021/2139;
• Commission Delegated Regulation (EU) 2023/2486 of
27 June 2023 supplementing Regulation (EU) 2020/852 of
the European Parliament and of the Council.
3.1.2.7.1
Background
The EU Green Taxonomy
The Green Taxonomy regulation (Regulation (EU) 2020/852
of 18 June 2020) is a key instrument of the European
Commission’s action plan on sustainable finance. It lays down
the principles of a classification system for undertakings'
economic activities that can be used to identify the economic
activities considered to be sustainable and of making a
substantial contribution to one of the following objectives:
• climate change mitigation;
• climate change adaptation;
• sustainable use and protection of water and marine resources;
• the transition to a circular economy;
• pollution prevention and control;
• protection and restoration of biodiversity and ecosystems.
As an undertaking required to publish non-financial information
in accordance with Directive (EU) 2022/2464 (the Corporate
Sustainability Reporting Directive) and Commission Delegated
Directive (EU) 2023/2775 amending Directive 2013/34/EU,
Casino is also required to comply with Article 8 of the EU
Green Taxonomy regulation.
It must therefore report, for the 2024 financial year,
the proportion of its economic activities that qualifies
as environmentally sustainable according to the eligibility
and alignment criteria defined in the Taxonomy for the six
objectives listed above. In line with Article 8 of the Delegated
Act, Casino Group is therefore required to disclose the
proportion of its turnover (net sales), CapEx (capital expenditure)
and certain OpEx (operating expenses) that is eligible and
aligned with the Taxonomy (“indicators” or “KPIs”).
Technical screening criteria have been set out in the delegated
acts for each of the environmental objectives. For an activity
to be considered aligned with the Taxonomy, it must comply
with the Taxonomy’s Substantial Contribution, Do No
Significant Harm (DNSH) and Minimum Safeguards criteria.
Casino Group has determined the Taxonomy-eligible and
Taxonomy-aligned indicators in accordance with legal
requirements. Following the recent reorganisation, the 2024
Taxonomy analysis of Casino Group only concerns continuing
operations. The Group’s economic activities therefore
correspond to the activities classified as continuing operations
in the published financial statements.
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Sustainability Statement
The diagram below sets out the conditions that must be met for an activity to be considered aligned with the EU Taxonomy:
*
DNSH: Do No Significant Harm.
**
MS: Minimum Safeguards.
Taxonomy reporting structure
As part of its practical application of the EU Taxonomy, the
Group has set up a specific organisational unit made up
of staff from the Finance department, the CSR department
and operational business teams. The unit was deployed
across all of Casino Group’s activities to analyse their
eligibility and alignment, in particular based on Regulation
(EU) 2020/852 and its delegated acts, in relation to the six
environmental objectives defined in the Taxonomy. Several
meetings were organised with the Group entities to review
each activity’s eligibility and alignment, and to ensure the
completeness of financial data for the Taxonomy-eligible
and aligned activities.
3.1.2.7.2
Evaluation and methodology
Taxonomy-eligible activities
All of Casino Group’s Taxonomy-eligible economic activities
– by virtue of their contribution to all of the environmental
objectives – were subject to review. The eligibility review
took place over several specific meetings.
It was based on turnover and CapEx figures covering all the
Group’s activities, corresponding to its controlled companies
(Monoprix, Franprix, Naturalia, Distribution Casino France,
Cdiscount), its real estate activities and its holding company
activities.
The proportion of Taxonomy-eligible activities is limited and
not material, as the food and non-food retailing and agriculture
businesses are not covered by the delegated regulations.
The financial data have been taken from the consolidated
financial statements at 31 December 2024.
The in-depth review identified two types of Taxonomy-eligible
activities:
• the main economic activities that generate turnover;
• eligible activities that result in CapEx, including investments
measured individually such as long-term rentals.
OpEx, as defined in the Taxonomy, are not material in the
Group's business model and represent a small amount.
Casino Group has therefore opted to apply the exemption
principle allowing the non-disclosure of OpEx data.
DESIGN
ELIGIBLE ACTIVITIES
Eligible activities
are defined and first
categorised based on
their contribution to
six environmental
objectives.
SUBSTANTIAL CONTRIBUTION (SC)
The activities meet the technical screening
criteria set for each environmental objective.
DO NO SIGNIFICANT HARM (DNSH)*
The activities do not cause significant harm
to any of the other five environmental objectives.
MINIMUM SAFEGUARDS (MS)**
Activities are carried out in
accordance with the International Bill of Human
Rights and the guidelines and guiding principles
set out by the OECD, United Nations and ILO,
particularly in the areas of corruption, taxation
and fair competition.
Aligned activities
contribute substantially
to one of the environmental
objectives while causing
no significant harm to the
other objectives and
complying with the
Minimum Safeguards.
(Alignment currently
applies to the “climate
change mitigation
and climate change
adaptation” objectives)
ALIGNED ACTIVITIES
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Sustainability Statement
Principal activities
After analysis, the activities presented in the table below were identified as generating Taxonomy-eligible turnover.
Taxonomy
objective
Taxonomy-eligible activity
Casino Group activity
CCM
5.5 Collection and transport of non-hazardous
waste in source segregated fractions
Sale of recyclable waste (mainly paper/cardboard/plastic) collected
by the Group from stores/warehouses/offices, which is then
transferred to third parties for sorting and recovery.
CCM
6.4 Operation of personal mobility devices,
cycle logistics
Cdiscount activity consisting of the sale of soft mobility products
(bicycles, scooters).
CCM
7.7 Acquisition and ownership of buildings
Acquisition of premises for rental to other companies.
CCA
7.7 Acquisition and ownership of buildings
Acquisition of premises for rental to other companies.
CE
2.3 Collection and transport of non-hazardous
and hazardous waste in source
segregated fractions
Sale of recyclable waste (mainly paper/cardboard/plastic) collected
by the Group from stores/warehouses/offices, which is then
transferred to third parties for sorting and recovery.
CE
5.4 Sale of second-hand goods
Cdiscount e-commerce activity consisting of the sale
of second‑hand goods.
New activities have been identified that were not covered in
2023, including activity 6.4 "Operation of personal mobility
devices, cycle logistics". Turnover from the sale of soft mobility
products was not measured in previous years because the
amounts involved were considered non-material in 2023.
Activities 2.3 "Collection and transport of non-hazardous
and hazardous waste in source segregated fractions" and
5.4 "Sale of second-hand goods" related to the circular
economy objective have also been identified. These activities
were deemed to be non-material in 2023.
Taxonomy-non-eligible activities concern:
• other sales in stores that are not related to eligible activities;
• revenue generated by franchising activities and income
from financial activities.
These activities are not covered by the Taxonomy regulation.
Activities generating CapEx
After analysis, the activities presented in the table below have been identified as generating Taxonomy-eligible CapEx.
Taxonomy
objective
Taxonomy-eligible activity
Casino Group activity
CCM
5.5 Collection and transport of non-hazardous waste
in source segregated fractions
Purchase of machines for collecting cardboard waste.
CCM
6.6 Freight transport services by road
Fleet of road transport vehicles.
CCM
7.2 Renovation of existing buildings
Renovation work on the Group's buildings.
CCM
7.3 Installation, maintenance and repair of energy
efficiency equipment
Insulation work, work on heating systems, improvements
to refrigeration units, or solutions to limit electricity losses.
CCM
7.4 Installation, maintenance and repair of charging
stations for electric vehicles in buildings
(and parking spaces attached to buildings)
Installation of truck charging stations.
CCM
7.7 Acquisition and ownership of buildings
Acquisition of business leases, new leases or lease renewals
during the year.
CCA
7.7 Acquisition and ownership of buildings
Acquisition of business leases, new leases or lease renewals
during the year.
CE
2.3 Collection and transport of non-hazardous
waste in source segregated fractions
Purchase of machines for collecting cardboard waste.
CE
3.2 Renovation of existing buildings
(structural work/construction)
Renovation work on the Group's buildings.
CE
5.4 Sale of second-hand goods
Purchase of facilities for Cdiscount’s second-hand
goods activities.
CE
5.5 Product-as-a-service and other circular use-
and results-oriented service models
Purchase of initial products for Monoprix's
"Je m'appelle reviens" activity, offering customers the loan
of household appliances.
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Sustainability Statement
Activities 2.3 "Collection and transport of non-hazardous
and hazardous waste in source segregated fractions", 3.2
"Renovation of existing buildings (structural work/construction)",
5.4 "Sale of second-hand goods" and 5.5 "Product-as-a-
service and other circular use- and results-oriented service
models" related to the circular economy objective have
been newly identified in 2024. These activities were deemed
to be non-material in 2023.
Other CapEx for the year, relating in particular to concessions,
brands, licences and software, was not eligible for inclusion
in any of the activities listed in the delegated regulations.
Method of assessing alignment criteria
Generic DNSH assessment
For the assessment of the Taxonomy-alignment of its
Taxonomy-eligible activities, Casino Group verified that its
business model complied with the DNSH criteria presented
in annexes to the Taxonomy’s delegated regulations.
The Group meets all of the generic Taxonomy criteria as
described below.
To meet the DNSH criteria for the Taxonomy’s climate change
adaptation objective, the Group conducted a study on
physical climate risks. The study, conducted in 2022, covered
more than 99% of the Group's store network and served to
identify and measure potential risks to its assets. The method
used data from Global Climate and Global Warming
Models and from RCP4.5 and RCP8.5 scenarios, applied
over two time horizons (2030 and 2050). The report details
the various risks by site and by region. The study was carried
out by a specialised consulting firm and revealed that the
Group’s exposure to acute and chronic physical climate
risks was low, even under the worst-case scenario (RCP8.5).
To meet the DNSH criterion for the Taxonomy’s sustainable
use and protection of water and marine resources objective,
the Group applies the Water Framework Directive, transposed
into French law. The Group complies with local regulations
(SDAGE water management plan, Water Law, local
planning) in France.
Concerning the DNSH criterion relating to the Taxonomy's
pollution prevention and control objective, Casino Group
strictly complies with French and European pollution
regulations. However, due to the nature of its businesses,
this criterion is not applicable to the Group as it does not
generate pollution from the use or presence of chemicals.
To meet the DNSH criterion relating to the Taxonomy’s
protection and restoration of biodiversity and ecosystems
objective, all the Group’s projects are aligned with the
Environmental Impact Assessment (EIA) Directive for
projects in the EU.
Assessment of Minimum Safeguards
In accordance with the guiding principles of the Minimum
Safeguards described in Article 4 of the Taxonomy
Regulation, the economic activities meeting the substantial
contribution and DNSH (specific and generic) criteria must
comply with international principles in terms of human
rights, the fight against corruption, taxation and competition
law. Undertakings must also ensure:
• alignment with the OECD Guidelines for Multinational
Enterprises (although Casino Group is only based in France,
it nevertheless ensures alignment with these principles);
• alignment with United Nations Guiding Principles on
Business and Human Rights (including the principles and
rights set out in the eight fundamental conventions
identified in the Declaration of the International Labour
Organisation on Fundamental Principles and Rights at
Work and the International Bill of Human Rights).
The Minimum Safeguards for human rights are met through:
• the Sustainability Due Diligence Plan, which includes
specific governance for CSR risks in the Group’s direct
activities and value chain (suppliers);
• signature of the United Nations Global Compact on
19 October 2009, thereby committing to align with 10
universally accepted principles on human rights, labour
standards, the environment and anti-corruption;
• a Group Ethics Charter reminding each employee that
they are expected to act in strict compliance with laws
and regulations, to be fair and honest, and to behave with
exemplary professional ethics.
In the area of the fight against corruption, Casino Group has
implemented a comprehensive system, in accordance with
France’s Sapin II law, with corruption risk identification,
prevention policies, whistleblowing processes, etc., which
are deployed across all Group activities. In addition, the
Code of Ethics and Conduct sets out the Group’s policy on
business ethics and individual behaviour.
To meet its regulatory obligations in the area of taxation,
Casino Group has published a responsible tax policy aligned
with the recommendations issued by the Organisation for
Economic Cooperation and Development (OECD).
Lastly, the Group Ethics Charter detailed above also provides
ways to meet expectations for compliance with fair
competition practices.
In view of the information provided above and in the absence
of any breaches in relation to the four pillars of the Minimum
Safeguards, Casino Group considers that it complies with
the Minimum Safeguards criteria for all its activities.
Assessment of the substantial contribution (SC) and Do
No Significant Harm (DNSH) criteria specific to each activity
The entities analysed the SC and DNSH criteria specific to
the activities listed in the Taxonomy. Each entity then
completed a data collection matrix to identify eligibility
information and analyse the different alignment criteria.
These matrices then underwent a critical review and were
reconciled with the consolidated financial statements by
the Group’s Finance and CSR departments.
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Sustainability Statement
ELIGIBLE NON-ALIGNED ACTIVITIES
Taxonomy
objective
Eligible activities
Analysis of SCs
Analysis of generic DNSH
CCM
6.4 Operation of
personal mobility
devices, cycle logistics
The products included in Cdiscount's soft
mobility offer enable people to be
propelled solely through the user’s
physical efforts or a zero-emission motor.
There is no waste management system
in place for soft mobility products while
they are in use or at the end of their lives.
CCM
6.5 Transport by
motorbikes, passenger
cars and light
commercial vehicles
Casino Group's fleet of plug-in hybrid
vehicles does not produce any direct
CO2 emissions.
No information is available on pollutant
emissions and the compliance level of tyres
used by the fleet of hybrid vehicles.
CCM
7.2 Renovation of
existing buildings
Primary energy demand for renovation
work results in energy savings
of at least 30%.
Information on the pollutant content
of the materials used in construction
is not available.
CE
5.4 Sale of
second-hand goods
Products sold as part of Cdiscount's
second life activities are not covered
by a specific sales contract indicating
a shorter period of product use.
The activity involves on-site generation of
heat/cool, but the direct GHG emissions of
the activity of not lower than 270g CO2e/kWh.
In addition, no specific strategy has been
put in place to reduce GHG emissions in
the value chain for second-hand goods.
ELIGIBLE AND ALIGNED ACTIVITIES
Taxonomy
objective
Eligible activities
Analysis of SCs
Analysis of specific DNSH criteria
CCM
5.5 Collection and transport
of non-hazardous waste
in source segregated
fractions
All non-hazardous waste sorted
by Casino is reused or recycled.
Certificates are obtained attesting that
source-segregated waste is collected
separately and not commingled with
other waste streams to facilitate its
recycling or re-use.
CCM
6.6 Freight transport services
by road
The trucks used by Casino Group are
hybrid or electric vehicles and emit less
than 1gCO2/kWh. The vehicles are not
dedicated to the transport of fossil fuels.
By analysing the technical data sheets
for the trucks in its fleet, the Group is able
to certify that they are recyclable and
reusable, and that their tyres comply
with the required classifications (noise
and energy efficiency).
CCM
7.3 Installation, maintenance
and repair of energy
efficiency equipment
Installation, maintenance and repair
work improves the energy efficiency
of heating, air conditioning and lighting
systems and water consumption.
Certificates are obtained, attesting
to compliance with regulations on the
use of chemical substances during work.
CCM
7.4 Installation, maintenance
and repair of charging
stations for electric vehicles
in buildings (and parking
spaces attached to buildings)
The activity corresponds to the
installation of charging points
for electric trucks.
The activity has no DNSH other
than generic DNSH.
CCM
7.7 Acquisition and
ownership of buildings
Analysis of the Energy Performance
Certificates (EPCs) shows that buildings
constructed before 2020 have an energy
performance rating of at least A.
The activity has no DNSH other
than generic DNSH.
CCA
7.7 Acquisition and
ownership of buildings
Analysis of the Energy Performance
Certificates (EPCs) shows that buildings
constructed before 2020 have an energy
performance rating of at least A.
The activity has no DNSH other
than generic DNSH.
CE
2.3 Collection and transport
of non-hazardous and
hazardous waste in source
segregated fractions
The waste consists of paper, cardboard
and plastic, and is collected for reuse
or recycling. Certificates are obtained
attesting that the indicators are being
tracked.
All waste collection trucks are Euro VI
certified, as required by the Group.
CE
5.5 Product-as-a-service
and other circular use-
and results-oriented
service models
The activity offers customers the
possibility of borrowing equipment,
but the equipment remains
the property of Casino Group.
The activity has no DNSH other
than generic DNSH.
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Sustainability Statement
3.1.2.7.3
Methodology for Taxonomy key
performance indicators (KPIs)
Turnover KPI
• Definition
The proportion of Taxonomy-eligible economic activities
in total turnover is calculated as the proportion of turnover
derived from products and services related to Taxonomy-
eligible economic activities (numerator) divided by total
turnover (denominator), in each case for the 12 months
ended 31 December 2024 and for continuing operations.
The turnover used as the KPI denominator corresponds to
consolidated net sales. For more details on the accounting
principles applied to consolidated net sales, see Note 6.1
to the 2024 consolidated financial statements.
• Reconciliation
Consolidated net sales for 2024 amounted to €8,474 million.
This amount has been reconciled to the consolidated
income statement included in the published consolidated
financial statements at 31 December 2024.
• Multi-objective analysis
Certain activities contribute to several of the Taxonomy’s
environmental objectives. This is the case for climate
activities 5.5 and 7.2, which correspond to circular economy
activities 2.3 and 3.2. In such cases, the Taxonomy requires
separate analyses of climate activities and circular economy
activities. Casino Group’s analyses of these activities are
presented in the multi-objective tables.
CapEx KPI
• Definition
The KPI related to capital expenditure (CapEx) is defined
as the Taxonomy-eligible CapEx (numerator) divided by
the total Casino Group CapEx (denominator). Total CapEx
consists of additions to tangible and intangible assets during
the year as well as changes in scope, before depreciation,
amortisation and excluding fair value adjustments. It includes
additions to property plant and equipment (IAS 16),
intangible assets (IAS 38), investment property (IAS 40) and
right-of-use assets (IFRS 16). For more details on CapEx
accounting policies, see Note 10 to the consolidated financial
statements at 31 December 2024.
• Reconciliation
Casino Group's consolidated CapEx for the year ended
31 December 2024 totalled €340 million. This amount has
been reconciled to the consolidated financial statements,
see Notes 10.2.2, 10.3.2, 10.4.2 and 7.1.1 to the consolidated
financial statements at 31 December 2024. CapEx corresponds
to total expenditure for purchased and internally developed
assets, including:
• direct acquisitions;
• assets acquired in business combinations.
OpEx KPI
• Definition
The exemption principle has been applied to Casino Group's
operating expenses (OpEx), which are considered to be
non-material.
The exemption related to operating expenditure (OpEx) is
defined as Taxonomy-eligible OpEx (numerator) divided
by total OpEx (denominator). For the numerator, total
operating expenditure consists of direct non-capitalised
costs that relate to research and development, building
renovation measures, short-term leasing, maintenance
and repair, and any other direct expenditures relating to
the day-to-day servicing of property, plant and equipment.
This includes:
• expenditure related to building renovations recognised
as an expense during the reporting period,
• short-term leases, whose volume was determined in
accordance with IFRS 16 and includes expenses for
short-term and leases for low-value assets,
• maintenance, repair and other direct expenses related to
the day-to-day servicing of property, plant and equipment,
which were determined based on the maintenance and
repair costs allocated to internal cost centres. The related
cost items can be found in various line items in the financial
statements, including production costs (operations
maintenance), sales and distribution costs (logistics
maintenance) and administration costs (such as IT systems
maintenance). In general, this includes the costs of services
and material costs for daily servicing as well as for
regular and unplanned maintenance and repairs,
• direct costs for training and other human resources
adaptation needs are excluded from the calculation
of the numerator and denominator, as Annex I to art. 8
of the delegated act only includes these costs in the
numerator.
• Reconciliation
In 2024, total operating expenditure meeting the Taxonomy
definition amounted to €117.4 million, or 6.47% of the
Group's total consolidated OpEx (see Notes 6.2 and 6.3 to
the consolidated financial statements at 31 December 2024).
Given this low proportion, Casino Group has opted to use
the materiality exemption available under the Taxonomy
regulations and has not carried out any additional analysis
of the eligibility and alignment of OpEx.
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Sustainability Statement
3.1.2.7.4
Results
The data reported for the activities are based on actual data at the end of December 2024. The indicators are turnover (net
sales), CapEx and OpEx. For the 2024 reporting period, indicators are published on Taxonomy-eligible and aligned activities
and on Taxonomy-non-eligible and non-aligned activities (Article 10(2) of Article 8 of the Delegated Act).
MULTI-OBJECTIVE TABLES
Proportion of turnover/Total turnover
Taxonomy-eligible
by objective
Taxonomy-aligned
by objective
CCM
0.07%
0.03%
CCA
0.001%
0.001%
WTR
0%
0%
CE
0.06%
0.03%
PPC
0%
0%
BIO
0%
0%
Proportion of CapEx/Total CapEx
Taxonomy-eligible
by objective
Taxonomy-aligned
by objective
CCM
22.07%
1.24%
CCA
20.29%
0.19%
WTR
0%
0%
CE
0.07%
0.02%
PPC
0%
0%
BIO
0%
0%
Changes in results
Overview of Casino Group's financial context
The Group’s consolidated net sales fell between 2023 and 2024 following implementation of the restructuring plan and the
discontinuation of hypermarket and supermarket activities in France under the Casino banner, and activities in Latin
America under the Grupo Éxito and GPA entities. These changes explain why the Group did not prepare any specific CapEx
plan for 2024.
CHANGE IN ELIGIBILITY RESULTS
Total as defined by
the Taxonomy
regulation
(€ millions)
Proportion of
economic activities
eligible for the
Taxonomy
(as a %)
Proportion of
economic activities
not eligible for the
Taxonomy
(as a %)
Proportion of
economic activities
eligible for and
aligned with the
Taxonomy
(as a %)
Proportion of
economic activities
eligible for and not
aligned with the
Taxonomy
(as a %)
Net sales
8,474
0.11%
99.89%
0.03%
99.97%
CapEx(1)
340
22.08%
77.92%
1.24%
98.76%
OpEx(2)
-
-
-
-
-
(1)
Definition of turnover (net sales), CapEx and OpEx KPIs as set out in the Taxonomy regulation.
(2)
Exemption rule applied to OpEx.
Change in eligibility indicators
In 2024, the proportion of Casino Group's Taxonomy-eligible
turnover and CapEx increased due to the identification of
new activities compared to 2023. These include:
• for turnover, activity 6.4 "Operation of personal mobility
devices, cycle logistics". Turnover from the sale of soft mobility
products was not measured in previous years because it
was not considered material;
• for CapEx, activity 7.2 "Renovation of existing buildings",
which was deemed non material;
• activities 7.4 "Installation, maintenance and repair of charging
stations for electric vehicles in buildings (and parking
spaces attached to buildings)" and 5.4 "Sale of second-
hand goods" did not generate any CapEx in 2023.
Change in alignment indicators
The proportion of aligned activities was stable between
2023 and 2024, with a modest increase in turnover linked
to growth in activity 5.5 "Collection and transport of non-
hazardous waste in source segregated fractions" in the
proportion of total turnover, which declined in 2024.
GROUPE CASINO – 2024 UNIVERSAL REGISTRATION DOCUMENT
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Sustainability Statement
3.1.2.7.5
Regulatory tables
Reporting year Y
2024
Substantial contribution criteria
DNSH criteria (h)
Economic activities(1)
€ millions
%
YES;
NO;
N/EL(b) (c)
YES;
NO;
N/EL(b) (c)
YES;
NO;
N/EL(b) (c)
YES;
NO;
N/EL(b) (c)
YES;
NO;
N/EL(b) (c)
YES;
NO;
N/EL(b) (c)
YES/
NO
YES/
NO
YES/
NO
YES/
NO
YES/
NO
YES/
NO
YES/
NO
%
E
T
A. TAXONOMY-ELIGIBLE ACTIVITIES
A.1 Environmentally sustainable activities (Taxonomy-aligned)
Collection and transport
of non-hazardous waste
in source segregated
fractions
CCM
5.5/
CE 2.3
2.24
0.03%
YES
N/EL
N/EL
N/EL
YES
N/EL
YES
YES
YES
YES
YES
YES
YES
0.03%
Turnover of environmentally
sustainable activities
(Taxonomy-aligned) (A.1)
2.24
0.03%
0.03%
Of which enabling
-
-
Of which transitional
-
-
A.2 Taxonomy-eligible but not environmentally sustainable activities (non Taxonomy-aligned activities)(g)
EL; N/
EL(f)
EL; N/
EL(f)
EL; N/
EL(f)
EL; N/
EL(f)
EL; N/
EL(f)
EL; N/
EL(f)
Operation of personal
mobility devices,
cycle logistics
CCM
6.4
3.62
0.04%
EL
N/EL
N/EL
N/EL
N/EL
N/EL
0%
Acquisition and
ownership of buildings
CCM 7.7/
CCA 7.7
0.10
0.00%
EL
N/EL
N/EL
N/EL
N/EL
N/EL
0%
Sale of second-hand
goods
CE
5.4
3.19
0.04%
N/EL
N/EL
N/EL
N/EL
EL
N/EL
0%
Turnover of Taxonomy-eligible
but not environmentally
sustainable activities
(non Taxonomy-aligned
activities) (A.2)
6.92
0.1%
0.04%
-%
-%
-%
0.04%
-%
0%
A. Turnover of Taxonomy-
eligible activities (A.1 + A.2)
9.15
0.1%
0.04%
-%
-%
-%
0.04%
-%
0%
B. TAXONOMY-NON-ELIGIBLE ACTIVITIES
Turnover of Taxonomy-non-
eligible activities
8,464.65
100%
TOTAL
8,473.80
100%
Code (a)(2)
Turnover(3)
Taxonomy-aligned proportion
of turnover, year Y(4)
Climate change mitigation(5)
Climate change adaptation(6)
Water(7)
Pollution (8)
Circular economy(9)
Biodiversity(10)
Climate change mitigation(11)
Climate change adaptation(12)
Water(13)
Pollution(14)
Circular economy(15)
Biodiversity(16)
Minimum safeguards(17)
Proportion of Taxonomy-aligned
turnover (A.1.) or Taxonomy-eligible
turnover (A.2.), year Y-1(18)
Category (enabling activity)(19)
Category (transitional activity)(20)
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Sustainability Statement
Reporting year Y
2024
Substantial contribution criteria
DNSH criteria (h)
Economic activities(1)
Currency
%
YES;
NO;
N/EL(b) (c)
YES;
NO;
N/EL(b) (c)
YES;
NO;
N/EL(b) (c)
YES;
NO;
N/EL(b) (c)
YES;
NO;
N/EL(b) (c)
YES;
NO;
N/EL(b) (c)
YES/
NO
YES/
NO
YES/
NO
YES/
NO
YES/
NO
YES/
NO
YES/
NO
%
E
T
A. TAXONOMY-ELIGIBLE ACTIVITIES
A.1 Environmentally sustainable activities (Taxonomy-aligned)
Collection and transport
of non-hazardous waste in
source segregated fractions
CCM
5.5/CE
2.3
0
0.0%
YES
N/EL
N/EL
N/EL
YES
N/EL
YES
YES
YES
YES
YES
YES
YES
0.00%
Freight transport services
by road
CCM 6.6
2
0.5%
YES
N/EL
N/EL
N/EL
N/EL
N/EL
YES
YES
YES
YES
YES
YES
YES
0.02%
T
Installation, maintenance
and repair of energy
efficiency equipment
CCM 7.3
1
0.2%
YES
N/EL
N/EL
N/EL
N/EL
N/EL
YES
YES
YES
YES
YES
YES
YES
1.17%
E
Installation, maintenance
and repair of charging stations
for electric vehicles in
buildings (and parking
spaces attached to buildings)
CCM 7.4
1
0.3%
YES
N/EL
N/EL
N/EL
N/EL
N/EL
YES
YES
YES
YES
YES
YES
YES
N/A
E
Acquisition and ownership
of buildings
CCM
7.7/CCA
7.7
1
0.2%
YES
N/EL
N/EL
N/EL
N/EL
N/EL
YES
YES
YES
YES
YES
YES
YES
0.05%
Product-as-a-service and other
circular use- and results-
oriented service models
CE 5.5
0
0.0%
N/EL
N/EL
N/EL
N/EL
YES
N/EL
YES
YES
YES
YES
YES
YES
YES
0.00%
CapEx of environmentally sustainable
activities (Taxonomy-aligned) (A.1)
4
Of which enabling
2
0.5%
0.5%
-%
-%
-%
-%
-%
E
Of which transitional
2
0.52%
0.52%
T
EL; N/
EL(f)
EL; N/
EL(f)
EL; N/
EL(f)
EL; N/
EL(f)
EL; N/
EL(f)
EL; N/
EL(f)
Renovation of existing
buildings
CCM
7.2/CE
3.2
0
0.0%
EL
N/EL
N/EL
N/EL
EL
N/EL
0.00%
Installation, maintenance
and repair of energy
efficiency equipment
CCM 7.3
2
0.7%
EL
N/EL
N/EL
N/EL
N/EL
N/EL
1.17%
Acquisition and ownership
of buildings
CCM
7.7/CCA
7.7
68
20.1%
EL
N/EL
N/EL
N/EL
N/EL
N/EL
0.05%
Sale of second-hand goods
CE 5.4
0
0.0%
N/EL
N/EL
N/EL
N/EL
EL
N/EL
0.00%
Product-as-a-service and
other circular use- and results-
oriented service models
CE 5.5
0
0.0%
N/EL
N/EL
N/EL
N/EL
EL
N/EL
0.00%
CapEx of Taxonomy-eligible
but not environmentally sustainable
activities (non Taxonomy-aligned
activities) (A.2)
71
20.8%
20.8%
-%
-%
-%
0.1%
-%
A. CapEx of Taxonomy-eligible
activities (A.1 + A.2)
75
22.1%
15.0%
-%
-%
-%
0.1%
-%
B. TAXONOMY-NON-ELIGIBLE ACTIVITIES
CapEx of Taxonomy-non-eligible
activities
264
100%
TOTAL
339
100%
Code (a)(2)
CapEx(3)
Proportion of CapEx, year Y(4)
Climate change mitigation(5)
Climate change adaptation(6)
Water(7)
Pollution(8)
Circular economy(9)
Biodiversity(10)
Climate change mitigation(11)
Climate change adaptation(12)
Water(13)
Pollution(14)
Circular economy(15)
Biodiversity(16)
Minimum safeguards(17)
Proportion of Taxonomy-aligned
CapEx (A.1.) or Taxonomy-eligible
CapEx (A.2.), year Y-1(18)
Category (enabling activity)(19)
Category (transitional activity)(20)
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Sustainability Statement
GAS AND NUCLEAR TABLES
Casino Group does not have any Taxonomy-eligible activities related to nuclear energy and fossil gas as shown in the table below:
NUCLEAR ENERGY ACTIVITIES
1.
The undertaking carries out, funds or has exposures to research, development, demonstration and deployment
of innovative electricity generation facilities that produce energy from nuclear processes with minimal waste
from the fuel cycle.
NO
2.
The undertaking carries out, funds or has exposures to construction and safe operation of new nuclear installations
to produce electricity or process heat, including for the purposes of district heating or industrial processes such as
hydrogen production, as well as their safety upgrades, using best available technologies.
NO
3.
The undertaking carries out, funds or has exposures to safe operation of existing nuclear installations that produce
electricity or process heat, including for the purposes of district heating or industrial processes such as hydrogen
production from nuclear energy, as well as their safety upgrades.
NO
FOSSIL GAS ACTIVITIES
4.
The undertaking carries out, funds or has exposures to construction or operation of electricity generation facilities
that produce electricity using fossil gaseous fuels.
NO
5.
The undertaking carries out, funds or has exposures to construction, refurbishment, and operation of combined
heat/cool and power generation facilities using fossil gaseous fuels.
NO
6.
The undertaking carries out, funds or has exposures to construction, refurbishment and operation of heat
generation facilities that produce heat/cool using fossil gaseous fuels.
NO
3.1.3
Social
3.1.3.1
Casino Group and its own workforce (S1)
Specific standards related to the Group's
workforce
The process for identifying the material impacts, risks and
opportunities related to the Group's workforce forms part of
the Group's overall assessment under the double materiality
assessment (DMA) (see section 3.1.1 “General disclosures
relating to Casino Group’s Sustainability Statement”, paragraph
4.1 “Description of the processes for identifying and assessing
material impacts, risks and opportunities”).
The DMA exercise found that impact on the workforce was
a material issue for the Group (see section 3.1.1 “General
disclosures relating to Casino Group's Sustainability Statement”,
paragraph 2.2 “Information provided to the Group's
administrative, management and supervisory bodies and
sustainability matters addressed”).
Casino Group takes into account the positive and negative
impacts on its workforce.
Casino Group's workforce mainly comprises employees and
supervisors in its stores and other sites. The great majority
of the Group's employees are on permanent, full-time
contracts, and based in France. For detailed information,
see section 3.1.1 “General disclosures relating to Casino
Group's Sustainability Statement”, paragraph 4.1 “Description
of the processes for identifying and assessing material
impacts, risks and opportunities”.
All current and potential impacts on the Group's workforce
are listed in the DMA reporting matrix (see section 3.1.1
“General disclosures relating to Casino Group's Sustainability
Statement”, paragraph 2.2 “Information provided to the Group's
administrative, management and supervisory bodies and
sustainability matters addressed”). The information set out
below concerns all Group employees, unless otherwise
specified. Data on non-employees recognised as own workers
are at the phase-in stage and not published for 2024.
3.1.3.1.1
Introduction/Presentation
of Group employees
Key data on Group employees
Casino Group develops and implements innovative and
respectful human resources and management policies.
Each brand’s human resources department is responsible
for defining its policies in line with the core principles laid
down by the Group Human Resources department, which
are based on developing a shared culture of business, social
and environmental performance and creating synergies
and deploying tools to improve human resources management.
Group actions derive from regulatory frameworks, voluntary
and sectoral initiatives, and dialogue with the trade unions
of the Group and its brands. The Group Human Resources
department reports to the Executive Committee. The HR
departments of the Group's various brands report to the
Group HR department.
At end-December 2024, Casino Group had 25,564 employees.
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Sustainability Statement
The Group encourages mobility within its entities by giving
priority to internal recruitment to fill vacancies and new job
positions. When positions cannot be filled by identified
in‑house candidates, permanent contracts are the preferred
recruitment option. Recruitment on fixed-term or temporary
contracts is used for replacement purposes or to meet
temporary increases in business volume.
During the period analysed in this report, 5,875 employees
on permanent contracts left the Company. This figure
includes voluntary departures, redundancies and dismissals
for other reasons. This makes for a permanent workforce
turnover rate of 24.48% in 2024. Given the nature of the
Company's activity and the use of seasonal contracts,
a turnover rate including fixed-term contracts would not
reflect the Group's personnel retention capacity.
For a proper reading of this section, it should be noted that
Casino Group underwent a major reorganisation in 2024,
that included:
• change of control;
• sale of businesses and refocusing on entities in France
exclusively, under the Casino, Monoprix, Naturalia, Franprix
and Cdiscount brands.
This reorganisation was accompanied by an employment
protection plan (EPP) for the Casino, Monoprix and Franprix
brands, launched in April 2024, which involved an expected
loss of 3,200 jobs. Social data is impacted by this situation.
Number of
employees
(year-end headcount)
Percentage
Male
13,052
51%
Female
12,512
49%
TOTAL
EMPLOYEES
25,564
Workforce figures are calculated at 31 December and do
not include contracts expiring on that date. Suspended
contracts, temporary personnel and external personnel are
not included either.
Average headcount corresponds to the average headcount
at the end of each month in 2024. Suspended contracts,
temporary staff and external personnel are also excluded
here, in accordance with disclosure requirement S1-7, which
specifies that the Company may omit information on data
points in the first year of publication of its Sustainability
Statement. The 2024 social data covers all Group entities except
Entreprise Laitière de Sauvain and BeezUP, which represent
368 employees and less than 2% of the total workforce.
3.1.3.1.2
Group employee strategy
Details on social dialogue and dialogue mechanisms
within Casino Group
Within Casino Group, the process of engagement with
employees and their representatives involves a social dialogue
system along with tools to engage in dialogue with employees.
Social dialogue also means identifying employees' needs
and determining actions addressing any negative impacts.
Employee engagement is overseen the Corporate Human
Resources department, which is represented on the Group
Executive Committee and covers all employees.
Social dialogue system
The Group fosters social dialogue and ensures that
fundamental principles and rights are fully protected in
the workplace. As a signatory of the United Nations Global
Compact, the Group acknowledges its commitment to
upholding freedom of association and the right to collective
bargaining. It recognises the right of all its employees
to freedom of expression and the right to join and be
represented by a trade union organisation.
The sixth commitment in the Group Ethics Charter, issued
in 2011, is to “support an effective social dialogue” across the
Company. The Supplier Ethics Charter specifies the Group’s
expectations regarding freedom of association, which must
be respected across the supply chain.
Working closely with employee representatives and nurturing
constructive, ongoing social dialogue across the Group
enhances employee cohesion and therefore the Company’s
overall efficiency in a fast-changing competitive environment.
Casino Group maintains regular dialogue with trade unions
through information, consultation and negotiation procedures,
as follows:
• professional elections embody the concept of democratic
representation within the Group. By giving employees
the opportunity to choose their representatives, the elections
enshrine the right of employees to participate in the life
of the Company and ensure representation of trade union
organisations. Every year, Company employee representatives
are consulted on the following issues:
• the Company's strategic direction,
• the Company's economic and financial situation,
• the Company's social policy, working conditions and
employment;
• employee representatives play an instrumental in social
dialogue, acting as intermediaries between management
and employees. They provide a vehicle for submitting
individual or collective complaints, and for ensuring that
employees are able to express their views. They are kept
informed of and they are consulted on issues regarding
the organisation, management and operation of the Group's
brands. At the employer's request, they may formulate
and examine any proposal aimed at improving employment
conditions and professional training for employees. Meetings
between employee representatives and management are
usually held on a monthly basis;
• measures in favour of employees are negotiated each
year as part of annual negotiations with the trade unions
on wage increases and improvements in benefits and
working conditions;
• every brand across the Group has signed collective
bargaining agreements with its representative unions,
covering issues such as working hours and compensation.
Specific agreements are also signed and monitored
regularly. Collective bargaining agreements very often
include the setting up of a monitoring committee, whose
composition and operating procedures are specified
in the agreements themselves. The members of these
committees are appointed for their terms by the trade
unions. As a general rule, monitoring committees meet
yearly to ensure that the agreements are properly
implemented.
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Sustainability Statement
In 2024, employee representatives in companies affected by
the proposed restructuring and downsizing were informed
and consulted about the situation. Their opinions were
recorded in meeting minutes. During this process, their
observations and comments were taken into account,
especially as regards the definition of job titles, redundancy
criteria and support measures offered to Group employees.
For further details, see paragraph 1.4 "Social dialogue and
collective bargaining" below.
Dialogue and satisfaction assessment tools
Employee engagement and opinion surveys are carried out
to gauge employee expectations.
Monoprix renewed its engagement survey in 2023, with a
participation rate of 82%, up four points on the previous
year. Given the Group's situation in 2024, a new survey will
be carried out in 2025.
In 2024, Monoprix was awarded "Top Employer 2024"
certification from the Top Employer Institute for the fourth
year running, certifying excellence in human resources
practices, according to a series of criteria. The priority here
has been to boost the internal engagement rate, with an
emphasis on managerial communication. Top Employer
Institute certifies excellence in human resources practices,
according to a series of criteria. This certification draws on
the findings from an external audit of practices, providing a
factual analysis of current policies and identification of
opportunities for improvement.
Casino Group is also particularly attentive to potentially
vulnerable populations, and has taken specific measures on:
• gender equality;
• inclusion of persons with disabilities;
• combating all types of discrimination (based on national
or ethnic origin, social background, gender, disability, age,
sexual orientation, religious affiliation, union membership
or physical appearance).
Specific measures have also been taken to support people
in vulnerable health situations, as detailed below in paragraph
1.5 "Health and safety".
Within Casino, specific measures have also been taken for
holders of elected or appointed office, to take better account
of the specific nature of their roles. These measures include
monitoring of pay trajectories, individual interviews at take
up and termination of duties, allowance for the specificities
of the monitoring, assessment and setting of targets for
employee representatives, and recognition and evaluation
of the skills acquired while carrying out duties.
Specific support measures addressing Group
employees implemented in 2024
Against the backdrop of the Group's reorganisation in 2024,
the Human Resources department took a number of
measures to ensure the best possible support for all Group
employees, whether or not directly affected by the
transformation that took place:
• when the Casino hypermarkets and supermarkets were
sold in 2024, HR monitoring committees were set up
as soon as the first disposals were completed. These
committees met regularly (initially every week, then every
fortnight) to share all information relevant to the
integration of employees of the stores sold, and to monitor
the implementation of the social commitments made to
employees;
• psychosocial
risk
prevention
measures
were
also
introduced or reinforced across the brands concerned.
A counselling and psychological support line was opened
for employees year-round, with regular information
provided; open 24/7, employees could use the hotline to
consult with a psychologist, completely confidentially.
In‑person counselling sessions were also set up at certain
sites (stores, warehouses or administrative sites), enabling
employees to consult an outside psychologist under
strictly confidential and anonymous conditions.
Specific training courses for line managers and human
resources managers were also provided to help them deal
with psychosocial risk situations liable to arise from the
reorganisation.
Impact of the environmental decarbonisation
strategy across Casino Group
The Group's environmental decarbonisation strategy, which
aims to reduce its greenhouse gas emissions, has no impact
on employment at Casino (reorganisation, job losses, retraining,
etc.). The strategy mainly involves changes to technical
equipment in stores, site energy efficiency, and the range
of products sold in stores. It has no impact on employees'
working hours, no negative impact on social dialogue
or collective bargaining, and no impact on the protection
of employees’ data.
It also has no impact on employee health and safety, or on
the issue of gender-based or sexual violence, which would
require the implementation of a specific policy.
The Group has signed a number of specific agreements
with trade unions with which it maintains regular dialogue,
covering all Casino companies:
• agreements on health, safety and working conditions cover
all Group companies and are monitored annually, with
the findings presented to the representative trade unions;
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• agreements on gender equality are also monitored regularly;
• disability issues are covered by agreements signed with
employee representatives. Casino Group has a long-standing
commitment to hiring and retaining people with disabilities,
updating its policy in this respect in 1995, then further in
October 2015, with the signature of the International Labour
Organization’s Global Business and Disability Network
Charter. Casino Group has also signed a manifesto for the
inclusion of people with disabilities in the workplace with
the French Ministry for Disabled People;
• the Group is committed to protecting the personal data it
processes and complies with applicable regulations on
personal data protection, namely the General Data
Protection Regulation (GDPR) in Europe and the Data
Protection Law in France.
All CSR and HR policies are established in line with Casino
Group's ethical principles, as set out in its Ethics Charter
which specifies nine commitments expressing its will to
respect and promote the principles set out in:
• the Universal Declaration of Human Rights;
• the International Covenant on Civil and Political Rights;
• the International Covenant on Economic, Social and
Cultural Rights;
• the ILO fundamental conventions:
• Convention 29 on forced or compulsory labour,
• Convention 87 on freedom of association and protection
of the right to organise,
• Convention 98 on application of the principles of the
right to organise and to bargain collectively,
• Convention 100 on equal pay,
• Convention 105 on the abolition of forced labour,
• Convention 111 on discrimination in respect of employment
and occupation,
• Convention 138 on the minimum age for admission to
employment,
• Convention 182 on the prohibition and immediate action
for the elimination of the worst forms of child labour;
• the 17 Sustainable Development Goals (SDG) adopted by
UN member states.
Since 2009, the Group has been a signatory to the United
Nations Global Compact, thereby committing to compliance
with the ten principles on human rights, and working
conditions (including Principle 2 – Businesses should make
sure that they are not complicit in human rights abuses;
Principle 4 – Businesses should uphold the elimination of all
forms of forced and compulsory labour; Principle 5 –
Businesses should uphold the effective abolition of child
labour; Principle 10 – Businesses should work against
corruption in all its forms, including extortion and bribery).
Details on the whistleblowing and employee
feedback systems within Casino Group
The Group applies the United Nations Guiding Principles on
Business and Human Rights, and the OECD's Due Diligence
Guidance for Responsible Business Conduct. “The company
shall ensure that the person(s) affected is/are placed in the
position they would have been in had the negative impact
not occurred (if possible) and provide them with compensation
commensurate with the significance and scale of the negative
impact.” Here, the Group refers to existing laws and standards
on the repair of damages (recognition of damage and
compensation where appropriate).
The Group has implemented whistleblowing and employee
feedback systems to avoid where possible and tackle where
necessary any negative material impacts. Group employees
can voice their concerns through a variety of channels:
• trade unions;
• employee representative bodies or works councils;
• feedback and whistleblowing hotlines;
• internal and external communication channels (Group
mailbox).
These channels have been set up by the Group and do not
involve third-party mechanisms. All existing channels
within the Group are outlined in section 3.1.4 "Governance",
paragraph 1.2 “Corporate culture” ("Whistleblowing systems
and tools").
In addition to the employee feedback systems, the Group
also runs a mechanism for handling complaints, via various
channels, to ensure that they are properly taken into
account and that the response given to the employee
concerned is appropriate:
• ethical alert system: reports are received and processed
by the Group Ethics Officer. The Group Ethics Officer, who
must consistently demonstrate independence, objectivity
and impartiality in handling reports, is subject to strict
confidentiality. He or she is required to inform anyone
involved in the investigation and verification procedures
triggered by a report that such confidentiality extends to
them as well. The Group Ethics Officer must also ensure
that the identity of the whistleblower remains confidential
at all times;
• employee feedback system: information reported via the
employee attention unit on discrimination is processed
by the Group Human Resources department in compliance
with confidentiality rules. The employee attention unit
provides confidential means for employees to report
instances of presumed or proven discrimination against
them. The Human Resources department is also responsible
for setting up procedures to be followed in the event of
reports of sexual or gender-based harassment. Anti‑sexual
harassment “officers” have been appointed. Employees
who are victims or witnesses of sexual harassment can
alert the officers using a dedicated email address. These
correspondents were trained in 2020, some through an e-
learning course, and others face-to-face, to understand
what to do in response to a report.
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Stakeholders are informed about these feedback and
whistleblowing channels (see section 3.1.4 "Governance",
paragraph 1.2 “Corporate Culture” ("Whistleblowing systems
and tools")) by various means, including information via
employee representatives, posters in the workplace, and
information on intranets and the Group's corporate website.
Under the ethics policy, the email address is secure, as is the
digital file holding information on these matters.
The concerns raised are addressed to the relevant departments,
mainly the Human Resources departments, the Group CSR
department, the Compliance department, the Communications
and Public Affairs department and the Quality/Customer
Service department. Monitoring and ensuing actions are
tracked using the systems specific to each mechanism.
The Group has set up a whistleblower protection system, as
outlined in section 3.1.4 "Governance", paragraph 1.3 “Corruption”
(“Actions and resources”). Employee representatives are also
covered by specific protection against dismissal. This applies
in particular to members elected to the employees elected
as trade union delegates, trade union section representatives,
and candidates in professional elections.
3.1.3.1.3
Strategy on working hours
In this section, Casino Group considers the potential negative
impact of its activities on employees’ working hours, arising
from specific job-function factors such as atypical working
hours (night shifts, public holidays/weekends), standby duty
and seasonal work.
Description of the working hours policy
Casino Group develops and implements working hour
policies that apply to all Group employees, with the aim
of remedying any actual or potential negative impacts of its
activities. On the topic of working hours, the Group
is committed to respecting each employee’s working hours,
rest periods and regular holidays. Measures have been
taken to address issues arising from atypical working hours
(weekends, on-call) and to meet employee expectations for
a more satisfying work-life balance.
Details on the actions implemented are provided below.
Actions and resources related to working hours
The working hours policy includes measures to mitigate
and remediate potential negative material impacts, such as:
• part-time work: the Group undertakes to give priority to
part-time employees when a full-time position becomes
available (voluntary part-time work);
• atypical working hours: night and weekend shifts, inter-shift
breaks (maximum number authorised), standby hours, etc.
In France, Sunday working is governed by agreements
negotiated with employee representatives. Under this approach,
the Group has reaffirmed its intention to give preference to
Sunday work on a voluntary basis, and to apply bonus rates.
In addition, these agreements exceed the standards set in
the industry-wide labour agreements for daily working hours,
inter-shift breaks and minimum part-time working hours.
Details on systems addressing specific contexts
Casino companies have set up a number of specific schemes
for employees in specific situations or working in particular
contexts, with a strong focus on parenthood:
• adjustments to working hours for employees undertaking
medically assisted procreation, enabling mothers to carry
out the required necessary medical procedures each year
under the medical assistance protocol, plus up to three leaves
of absence for fathers, spouses and partners. Absences
are authorised without reduction in pay;
• temporary assignment to another job or provisional job
adjustments for pregnant women whose jobs are not
eligible for work-from-home, in consultation with the
occupational physician, and without loss of pay;
• adjustments to working hours for employees involved
in an adoption process;
• adaptation of work-from-home arrangements for pregnant
women whose jobs are eligible for teleworking; adaptation
of working hours during the first two weeks following
maternity leave with no impact on pay;
• adjustments to working hours for single-parent employees,
enabling them to take part in parent-teacher meetings at
their children’s primary or secondary school;
• adjustments to working hours enabling parents to
accompany their children to school on the first day of term;
• for the Casino scope, in 2011, the Group introduced a solidarity
initiative to support and assist employees acting as
caregivers to a frail or highly dependent family member
or loved one and in 2012, it implemented family caregiver
leave that allows employees, under certain conditions,
to take up to 12 working days of paid leave per year to care
for a loved one with a disability or long-term illness,
in addition to existing statutory leave. Parents who have a
dependent child in hospital are also entitled to paid leave.
The Group has also introduced measures to meet employees'
work-life balance expectations, with particular consideration
for their civic commitment.
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Sustainability Statement
In addition to the measures on working hours, the Group
has introduced a quality of life at work scheme for Casino,
which includes measures on the right to disconnect. The Group
is raising employee and manager awareness by reminding
them of best practices for using email and organising meetings.
The Human Resources departments of Group companies
are responsible for specifying and ensuring compliance
with standards on working hours. To monitor compliance,
they use reports on working hours produced by the
computerised clock-in and sign-in systems.
Targets related to working hours
As yet, there are no specific targets on working hours.
Employee representatives receive a social report that includes
the main working hours metrics, such as the number of hours
worked in the year, the number of employees who have taken
compensatory rest, the number of employees who have
worked flexitime and the number of employees who have
had two consecutive days off per week.
Working hour metrics
Women
Men
Total
Percentage/
head count
Number of employees (head count)
12,512
13,052
25,564
49%
Number of permanent employees (head count)
11,087
11,443
22,530
88%
Number of temporary employees (head count)
1,425
1,609
3,034
12%
Number of full-time employees (head count)
9,819
11,577
21,396
84%
Number of part-time employees (head count)
2,693
1,475
4,168
16%
The above metrics are based on the number of registered employees at 31 December 2024.
3.1.3.1.4
Social dialogue and collective
bargaining, including employees
covered by collective agreements
Description of the policy related to social dialogue
and collective bargaining
Casino Group's policy on social dialogue and collective
bargaining is rooted in a set of internal texts and agreements,
and extends to all Group employees.
Actions and resources related to social dialogue
and collective bargaining
Commitments here are steered by the Group's Human
Resources departments and include the implementation of
collective bargaining and agreements with social partners.
The main agreements and action plans in 2024 addressed
such issues as:
• hiring and retaining people with disabilities;
• gender equality;
• equal opportunity, diversity and combating discrimination;
• workplace health and safety;
• employee benefits;
• compensation
(discretionary
and
non-discretionary
profit-sharing);
• working from home;
• jobs and skills management;
• corporate social responsibility, reaffirming the parties’
commitment to incorporating these issues into the Group’s
business and labour relations model.
To prevent, mitigate and, where necessary, remediate the
underlying impacts, these agreements are monitored, and
the findings presented to the representative trade unions.
The effectiveness of these social dialogue policies is also
assessed using the following metrics:
• number of meetings with trade unions;
• number of meetings with employee representatives;
• number of agreements signed;
• number of hours of strikes.
In the most recent social dialogue agreement signed for
Casino entities, resources are allocated to trade unions enabling
them to perform their duties and represent employee interests
effectively. These resources include offices, equipment (mobile
phones, computers, printers, internet access, etc.), and
a contribution to operating costs in the form of paid hours
for representation purposes in addition to the allowance
provided by law.
It also includes provisions for monitoring the career
development of employee representatives (salary increases,
incoming and outgoing interviews, dedicated training for
employee representatives provided by external organisations).
Objectives related to social dialogue
and collective bargaining
The objectives of the latest dialogue agreement covering
Casino are as follows:
1.
maintain the provisions and procedures on employee
and non-employee legal manager representation at Group
level, along with those on social dialogue as set out in
the previous agreement;
2.
strengthen and extend provisions concerning careers
of elected and appointed representatives, and training
schemes to help them fulfil their mandates more effectively.
In 2024, the Group did not set any specific targets for
monitoring social dialogue and collective bargaining.
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Metrics related to social dialogue
and collective bargaining
2024 figure
Percentage of Casino Group employees
covered by collective bargaining
agreements (%)
100
100% of Casino Group employees are covered by collective
bargaining agreements. The Group has no direct operations
abroad, and therefore no data to report on international
operations.
3.1.3.1.5
Health and safety
Description of the health and safety policy
Health and safety policies cover all Group employees.
The Group is actively engaged in improving the safety and
physical and mental health of its employees. The related policies
are being applied by the Human Resources departments
with the support of:
• management, which is responsible for implementing
occupational risk prevention plans and taking the necessary
steps to eradicate situations at risk;
• employees, who are informed of the issues at stake so
that they can participate in continuous improvement of
their working conditions;
• external personnel, who are required to comply with
safety rules in all the Group’s stores.
To ensure employee health and safety, the Group has been
running an occupational risk prevention process for several
years now. Agreements have been made with trade unions
on objectives, action plans and expected outcomes, with
particular attention paid to preventing musculoskeletal
disorders, psychosocial risks, and difficult working conditions.
Actions and resources related to health and safety
Casino Group’s workplace health, safety and well-being
process is governed by multi-year agreements and action
plans negotiated with employee representatives. These
specify preventative, mitigating and, where appropriate,
remedial measures, plus the monitoring of implementation
and metrics accordingly. A collaborative project with
the Health, Safety and Quality of Worklife Correspondents
network defined the new set of core health, safety
commitments in the Group.
It is based on two main principles:
1.
rolling out preventive measures to improve on-site
safety and mitigate occupational risks.
Occupational risk assessment campaigns are conducted
annually in every Group entity. To prevent occupational
risks, many training courses are offered (proper posture
and movements), safety rules, fire prevention, managing
antisocial behaviour and road safety, among others;
2.
conducting awareness and screening campaigns
on public health issues.
To raise employee awareness of major public health
issues, the Group runs communication campaigns
throughout the year and organises prevention workshops
for employees on a range of topics: Blue March (colon
cancer prevention), Quality of Life and Working Conditions
Week, Pink October (breast cancer prevention), Smoke-
Free Month, nutrition, relaxation therapy, etc.
A collaborative project with the Health, Safety and
Quality of Worklife Correspondents network defined
the new set of core health, safety and quality of worklife
commitments in the subsidiaries.
Meetings are held throughout the year with the
correspondents of the Group's brands to develop synergies,
determine work focuses and share best practices in health,
safety and well-being at work. The performance of its
health, safety and well-being at work policies is
measured using monitoring indicators showing the
frequency and severity rates of work-related accidents
and the absenteeism rate attributable to work-related
accidents and occupational diseases.
Cancer in the workplace: support from Casino Group
Casino Group runs a proactive policy to support its employees
affected by cancer. In 2017, it joined with France's National
Cancer Institute to sign the Charter of 11 "Cancer and Work"
commitments, reaffirming its pledge to effectively improve
support for employees who have developed cancer,
by maintaining their employment and preparing them for
return after remission.
An e-learning course on "supporting employees affected by
cancer, a disabling illness or other situations of health-related
vulnerability" is available to managers, and the Cancer
at Work Guide released in 2024 is being issued group-wide.
Its aim is to improve support for employees affected by
this disease and by long-term illnesses in general.
This guide aims to:
• issue preventative messages to improve health and prevent
the risk of cancer;
• offer employees affected by the illness a sense of stability
during the periods of diagnosis, absence and return to work;
• inform and raise awareness among employees and managers
on how best to support their colleagues affected by the
disease;
• guide employees concerned to specialist structures
and associations.
Objectives related to health and safety
The Group did not set any specific targets for health and safety
at work in 2024.
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Sustainability Statement
Health and safety
All Group employees (100%) are covered by the health and
safety management system through:
• compliance with legal provisions (French Labour Code)
requiring the identification, assessment and prevention of
occupational risks, leading in particular to the drafting of
an Occupational Risk Assessment Document (Document
unique d’évaluation des risques professionnels – DUERP);
• information and consultation with the Economic and
Social Committees on measures to protect employees’
health and safety;
• monitoring by the occupational health service (check-up
upon recruitment, periodic visits, closer monitoring for
workers at greater risk);
• occupational health and safety agreements signed by
most Group companies with trade unions, including
awareness-raising initiatives and safety training tailored
to specific jobs and risks. It should be noted that some
agreements expired in 2024. Following the reorganisation,
the Group intends to reopen negotiations in 2025-2026.
The French Labour Inspectorate is authorised to monitor
compliance with health and safety regulations. Work-related
accidents and illnesses are reported.
2024 figure
Percentage of Casino Group employees covered by the health and safety management system (%)
100
Unit
2024 figure
Deaths resulting from accidents at work or occupational disease – Employees
Number
0
Deaths resulting from accidents at work or occupational disease – Service providers
Number
0
Workplace accidents with lost time
Number
965
Workplace accident rate
-
22.60
Workplace accidents with lost time: this figure concerns
only accidents at work with a day or more of lost time,
as this is the indicator historically monitored and published
by the Group. Consideration will be given to workplace
accidents without lost time in 2025. Note that commuting
accidents are not taken into account.
The lost-time accident frequency rate (“Workplace accident
rate” above) is expressed as the number of accidents
per million hours worked. It corresponds to the “Number
of work accidents” as a proportion of the “Actual number
of hours worked”. Actual number of hours worked comprises
contractual working hours, overtime and additional hours
less lost hours (due to occupational and non-occupational
illness, and workplace accidents).
3.1.3.1.6
Gender equality and equal pay
for work of equal value
Description of the policy related to gender equality
and equal pay for work of equal value
Casino Group maintains regular dialogue with trade unions,
and has implemented and regularly monitors progress on
various agreements, such as that on gender equality.
The Group's policies on gender equality and equal treatment
cover all salaried employees, i.e., 100% of the workforce.
The Group's policy on gender equality has four priority focuses:
1.
equal pay;
2.
women's access to key positions;
3.
combating sexism;
4.
parenthood.
The Group seeks to enhance the gender diversity of its
teams at every level of the organisation through an assertive
policy on gender equality across job categories, career
management, human resources processes (compensation,
access to training, hiring and promotion) and parenthood.
The Group runs a proactive policy on hiring people of
diverse profiles and backgrounds, and promoting equal
opportunity at every level and in all business processes,
through non-discriminatory procedures. This policy contributes
to the United Nations' Sustainable Development Goal (SDG) 5
on gender equality, bearing in mind that in 2016 the Group
signed up to the Women's Empowerment Principles (WEPs),
a UN Women initiative.
The Group's actions on gender equality and equal pay are
outlined below.
Actions and resources related to gender equality
and equal pay for work of equal value
Led by the Group Human Resources department, the Social
Affairs and Diversity department specifies and implements
diversity and anti-discrimination policies (professional equality,
employment of people with disabilities, occupational health
and safety).
The Governance and Social Responsibility Committee reviews
the gender balance and professional equality policy in
preparation for the annual discussion of this matter by
the Board of Directors, as provided in Article L. 225-37-1
of the French Commercial Code. It also reviews the objectives
proposed by Senior Management concerning gender diversity
in management bodies.
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Sustainability Statement
The Group’s policy primarily aims to combat gender stereotypes
and promote gender diversity across the organisation by:
• measuring progress to ensure effective action –
The Group Human Resources department has developed
a Diversity Scorecard to identify improvement avenues
and priority areas;
• raising awareness among managers and all employees
– Training and communication initiatives including
personal development workshops, networking events, a
mentoring scheme, and conferences on gender equality
with the "Pluriel" gender equality network. The Group has
launched a new leadership training programme, "Si elles",
open to all women in the Group, and "Equity Fresk"
workshops are held across the brands, a pioneering
initiative in the sector;
• increasing the proportion of women in the organisation
– By encouraging female applicants and identifying talented
women for internal promotion and during “people reviews”;
• fostering a healthy work-life balance – The Group has
implemented action plans to support employees with
children.
In parallel, the Human Resources department identifies and
develops high-potential women employees to speed up
their career advancement within the Group. Particular attention
is paid during “people reviews” to ensure gender parity
in the Group’s talent pools and development programmes.
In addition, all-women talent committees have been set up.
Measuring policy effectiveness
The effectiveness of the professional equality policy is
assessed through:
• the Diversity and Professional Equality label, awarded
by Afnor for the Casino, Monoprix Franprix and Cnova
(Cdiscount) brands. The implementation of commitments
is checked during the interim and renewal audits for
Afnor Diversity and Professional Equality certification;
• change in the "percentage of female managers” metric.
This metric is applied when determining the variable
compensation of the Group's managers and senior executives.
The target is set in line with the target of 50% by 2030,
validated by the Executive Committee and presented to
the Annual General Meeting in 2024;
• Change in the Gender Balance Scorecard metrics:
six strategic metrics monitored by the Human Resources
departments and presented annually to the Governance
and CSR Committee. These metrics measure the proportion
of women among employees, supervisors, managers and
executives, and on the management committees of
Group entities.
To assess the efficacy of its policies, the Group also participates
in the equal opportunity and diversity perception survey,
in place since 2017. This is run by a specialist external
consultancy, on a two-yearly basis across all brands. A survey
was carried out in 2023 and the results presented in 2024
to employee representatives and the Executive Committee,
and displayed on posters to inform employees.
Objectives related to gender equality and equal pay
for work of equal value
Targets on workplace equality are set under agreements
signed with trade unions, and under the Group's CSR policy.
The dialogue with trade unions that takes place when
negotiating these agreements enables the Group to consider
employee expectations in this area. Monitoring committees
assess performance and make note of lessons learned for
future agreements.
These objectives contribute to the United Nations' Sustainable
Development Goal (SDG) 5 on gender equality.
In 2024, the Group announced its goal of achieving gender
parity among managers by 2030. In addition, Casino Group
has been carrying out pay audits and surveys for over ten
years to detect any unjustified pay disparities. It allocates
a specific budget to correcting these differences each year
during the annual salary analysis exercise to ensure fair
recruitment and performance appraisal processes.
Metrics related to gender equality and equal pay
for work of equal value
Managers
Man
Woman
Breakdown by number
2,978
2,618
Breakdown by percentage
53.2%
46.8%
Senior managers
Man
Woman
Breakdown by number
85
61
Breakdown by percentage
58.2%
41.8%
2024 figure
Pay gap between male and female
employees(1) (%)
11.87
(1)
Across all registered employees at 31 Dec. 2024. Average pay across
all female employees is 11.87% lower than across all male employees.
Senior management is defined as being one or two levels
below the executive bodies.
The ratio of executive salary to median salary is presented in
the corporate governance report.
3.1.3.1.7
Training and skills development
Description of the policy on training
and skills development
Throughout its history, Casino Group has been committed
to providing career growth opportunities for its employees,
who are the driving force behind its operating performance.
Training is one of the key pillars of employee growth and
sustained employability.
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In line with Group targets, the Human Resources departments
offers skills development plans to support growth and career
development and to guarantee the smooth integration
of new hires. These plans are carefully aligned with changing
jobs and skills requirements, with employee expectations,
as expressed in their annual performance reviews, and with
changes in the organisation and in legal and regulatory
obligations.
The Group complies with legal requirements on training
1.
Employer requirements regarding training
Article L. 6321-1 of the French Labour Code requires
employers to ensure that employees are able to adapt
to their job positions and to maintain their employability,
particularly in light of technological and organisational
change.
To do this, employers can draw on a variety of schemes
such as the skills development plan and the personal
training account.
2.
Employee rights regarding training
There are a number of legal dispositions entitling employees
to access training:
• the personal training account, whereby employees
accumulate training rights throughout their working
lives, regardless of changes in employer,
• the professional transition project, which entitles
employees to take time off work to follow a long-term
training course with a view to retraining,
• career development support, whereby employees benefit
from free assistance in building a coherent training plan.
3.
Financing for training
Companies contribute to the financing of professional
training through:
• compulsory contribution for professional training and
work-study programmes, varying according to salary
level, from 0.55% to 1%,
• “skills operators”: government-approved organisations
providing support to companies to manage and
finance training initiatives.
4.
Implementation of training policies
Training courses can take various forms:
• in-person or e-learning, depending on needs and
learning objectives,
• in-house training (run by Company resources) or
external training (run by specialised service providers).
Training must comply with the following principles:
• employee representatives are informed and consulted
on the training plan,
• a training agreement is signed for each action (Article
L. 6353-1).
5.
Monitoring and assessment of training actions
The quality of training courses is assured by:
• in-process and post-process evaluation to gauge impact,
• rigorous administrative and financial monitoring, in
particular to comply with skills operator and government
requirements.
The Campus Casino training centre is QUALIOPI-certified,
attesting to the quality of its training courses and the
accompanying administrative support. All Group employees
benefit from career-long training opportunities, with everyone
having access to the same range of courses, regardless
of business unit or geographical location. The range of courses
addresses business line development needs and each brand’s
development strategy. It also includes compulsory training
to help companies meet their health, safety and compliance
obligations.
Actions and resources related to training
and skills development
The Group's training and skills development actions cover:
1.
health, safety and quality rules and practices, in
compliance with the Group’s occupational health and
safety policies and applicable legislation;
2.
compliance training, in accordance with Sapin II and
GDPR laws;
3.
CSR training, in line with the Group's commitments
in terms of climate impact and gender equality in the
workplace, with the introduction of training courses
specifically aimed at women;
4.
technical training in the Group’s jobs, which plays a
key role in successfully deploying the Group’s strategy
of enhancing the professionalisation of teams at all food
counters and in digital developments, new technologies
and support functions (HR, real estate, marketing
finance, CSR, legal, etc.);
5.
training in customer service, a strategic concern for
the Group;
6.
training in management, leadership and the new
management practices needed to support successful
transformations;
7.
quality of life at work training, to support HR policies
and the well-being of employees at work;
8.
soft skills training (communication, problem solving,
emotional skills, etc.).
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In-house “universities” to roll out the training programme
The Group has internal and external resources for managing
and implementing these training plans. A number of “in-house
universities” provide support for Human Resources departments:
• “Campus Casino” for support services;
• “Académie Mandarine” for the Franprix network;
• “Centre Sézane” for the Monoprix scope.
These “in-house universities” are tasked with putting together
cooperative skills development plans and implementing
them in the field. The rollout of training programmes involves
internal resources (educational engineers, trainers/coaches)
or external resources for subjects not within the scope of
expertise of in-house trainers. External resources can also
be called on if internal resources are not sufficient.
Training can be in-person or through e-learning, with the
Group’s My Campus digital platform offering online training
modules on all business topics. In-store training is provided
primarily by in-house trainers. External resources may also
be called upon.
Training to promote diversity and inclusion
Agreements with trade unions cover a wide range of training
schemes, including many on gender equality:
• “Discrimination-free recruitment” training, addressing
employees involved in recruitment, has been introduced
under the agreement on gender equality;
• training to encourage women to apply for management
positions;
• the “Parcours SI ELLES” training programme, open to all
employees, encourages non-discriminatory leadership
motivation, countering gender-related professional reticence
and the glass ceiling effect.
Under the agreement on forward-looking management of
jobs and skills, an online training course helps managers conduct
effective and constructive annual appraisal interviews with
their employees.
Economic training is also available for members of the works
council or representative committee, under the agreement
on promotion and development of social dialogue.
Assessment and monitoring of training plans
Casino Group monitors and evaluates the effectiveness of
training actions and initiatives using quantitative and
qualitative metrics. Quantitative metrics are defined on the
basis of traceability data across all training operations.
Qualitative assessments are carried out at the end of each
training course to gauge employee satisfaction and effective
learning.
The "QUALIOPI" label includes requirements for Campus
Casino on a number of metrics:
• criterion 3, on the adaptation of services and procedures
to training beneficiaries as regards reception, support,
monitoring and evaluation. This criterion includes metrics
for assessing the skills acquired by learners;
• criterion 6, on continuous improvement to services.
This criterion includes metrics on regular evaluations of
training actions and on the use of evaluation results to
improve services.
These criteria seek to ensure that QUALIOPI-certified training
organisations carry out effective evaluations and use the
results to continually improve their services.
Objectives related to training and skills development
Individual objectives related to training and skills development
are set within the Group, and monitored as follows:
1.
analysis of skills needs:
• assessment of current skills: under the career review
procedure, individual interviews are conducted, inviting
employees to list their current skills and express needs
for training to develop future skills consistent with
their career trajectories,
• identification of skills to be developed: employee
statements of training needs are then qualified to identify
the programmes best able to meet these needs, or
put together new ones if required. Here again, regular
interaction with employees is needed, to understand
individual situations and set priorities for action.
Training needs are then consolidated and validated by
each of the Group's Human Resources departments,
• involvement of staff representatives: strategic training
orientations are presented to staff representatives
at training committee meetings. These committees
organise discussions with elected representatives on
more specific programmes;
2.
implementation and monitoring:
• training schedules: a detailed training plan is drawn
up on the basis of the objectives and targets set,
• ongoing evaluation: regular evaluations are carried
out to gauge the effectiveness of training courses and
adjust content where necessary.
Metrics related to training and skills development
Metrics related to training and skills development are at the
phase-in stage, and will be published in 2026 for the year 2025.
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3.1.3.1.8
Employment and inclusion of persons
with disabilities
Description of the policy on employment
and inclusion of people with disabilities
Casino Group has been assertively engaged in hiring and
retaining people with disabilities since 1995, and reaffirmed
its commitment in October 2015 by signing the International
Labour Organization’s Global Business and Disability
Network Charter.
Casino Group has also signed a manifesto for the inclusion
of people with disabilities in the workplace with the French
Ministry for Disabled People.
Disability measures are covered by agreements with employee
representatives.
The Group has set itself the goal of changing the way
people with disabilities are viewed. This means involving all
employees and ensuring that all Group sites play an active
role in social progress and the fight against exclusion.
Mission Handipacte, which reports to the Group Social
Affairs and Diversity department, is responsible for rollout
and implementation of the Group's disability policy. It is
backed by a network of diversity outreach correspondents
who work closely with personnel in the field to ensure that
the Handipacte policy is operational.
Casino Group has signed trade union agreements to
reassert its commitment to employees with disabilities,
above and beyond its legal obligations, and is stepping up
efforts to help those concerned.
These agreements include targets on the recruitment of
employees and trainees, commitments to maintain employment
and support employees throughout their careers, and
collaborations with protected worker organisations.
Casino Group has a proactive disability policy that covers all
its employees. This policy has three objectives:
1.
recruitment and inclusion of people with disabilities –
All job positions are open to people with disabilities.
New employees with disabilities receive specific support
as from recruitment (mentoring, workstation adjustments,
etc.), and partnerships with vocational integration,
training and education organisations continue to be
developed;
2.
training – The Group develops partnerships with leading
schools, universities and professional retraining centres
to train people with disabilities and offer access to
courses tailored to the needs of the Company's entities;
3.
continued employment for people declaring a disability
during their careers – The Group is committed to
helping them with administrative procedures, anticipating
situations of incapacity, co-constructing their career
projects, working towards technical and organisational
improvements, and ensuring the accessibility of work
premises and IT systems open to employees.
Actions and resources related to the employment
and inclusion of people with disabilities
Action plans have been deployed across the Group by the
Human Resources departments, with three underlying
objectives:
• recruitment of persons with disabilities
Measures taken by the brands to reach their targets on
recruitment of people with disabilities include partnerships
with specialist organisations and specially adapted
onboarding trajectories that accommodate individual needs.
In France, the Group’s brands work with a network of
specialised partners (Cap Emploi, AGEFIPH, Centre de
Réadaptation Professionnel, etc.) and take part in specialised
face-to-face or virtual forums (Forum Emploi Handicap,
HandiAgora, Talents Handicap, Hello Handicap, etc.). The
brands also rely on their partnerships with France’s
leading business schools to attract talented people for
internships and/or work-study programmes. The Group’s
entities are also developing partnerships with companies
in the protected sector employing people with disabilities;
• enabling people with disabilities to stay in employment
throughout their working lives
The Group is committed to retaining employees who
suffer illness during their careers by deploying technical,
organisational or technological solutions to adapt their
jobs or workstations, conducting ergonomics studies and
acquiring specially designed equipment and systems.
Support for employees with disabilities may also involve
financing for professional assessments and training to
help them achieve their career transition plans.
The Group is also stepping up initiatives addressing
employees, with encouragement to take part in training
modules on the inclusion of people with disabilities. These
include a generic module, a module on inclusion of
people with autism and another on hearing impairment,
with an introduction to French sign language.
The effectiveness of actions and initiatives is assessed by
disability agreement monitoring committees. The following
metrics are assessed:
• proportion of employees with disabilities,
• number of employees with disabilities covered by the
mandatory employment scheme,
• number of new hires,
• number of trainees,
• number of employment retention situations handled.
Objectives related to the employment of people
with disabilities
The Group defines commitments, action plans and
performance targets in this area, in particular in a number
of agreements with trade unions. In 2022, Casino signed its
ninth agreement with unions on the employment of people
with disabilities for the period 2023-2025.
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Sustainability Statement
In 2023, Monoprix signed its eighth three-year agreement
on employing workers with disabilities, which was approved
by the Regional Economy, Employment, Labour and Social
Affairs Department (Drieets) and Cdiscount its third such
three-year agreement. Franprix negotiated its first agreement
on disability with unions in 2022.
Each of the four agreements sets quantitative targets on
recruitment and internships, and specifies funding for
measures to ensure continuing employment for people
faced with disability or other health issues during their
career span.
Metrics related to the employment and inclusion
of people with disabilities
Metrics related to the employment of people with
disabilities are at the phase-in stage, and will be published
in 2026 for 2025.
3.1.3.1.9
Measures against violence
and harassment in the workplace
Description of the policy related to measures against
violence and harassment in the workplace
The Group has introduced a number of measures to
combat violence and harassment in the workplace:
• a programme on preventing and countering antisocial
behaviour in the workplace. This includes team training
and remedial action in the event of incidents, including
psychological support for employees concerned by
potentially traumatic events;
• definition of Managerial Attitudes and Behaviours (MAB),
to strengthen a management culture that upholds Group
values. MABs are applied when calculating employees'
variable compensation;
• specific action to combat sexism and sexual harassment
in the workplace, with an e-learning module addressing
managers;
• a programme focusing on caring practices in the
workplace, launched in 2014 with the support of a doctor
specialising in well-being in the workplace. This programme
includes awareness-raising and training on caring
management practices. A network of “caretakers” has
also been deployed to identify employees who may be
in difficulty, befriend them and steer them in the right
direction, to the occupational health physician, for example,
or to managers, the HR department, health insurance or
specialist structures/associations.
Actions and resources related to measures against
violence and harassment in the workplace
The Group complies with the French Labour Code and the
French Criminal Code with regard to internal disciplinary
sanctions (dismissal, warning) and criminal sanctions.
Under regulatory frameworks and Group commitments on
the matter, appropriate preventative and remedial measures
are taken.
To start with, follow-up procedures for reports of sexual
harassment or sexist behaviour have been drawn up and
issued internally.
Anti-sexual harassment “officers” have been appointed.
Employees who are victims or witnesses of sexual harassment
can alert the officers using a dedicated email address.
The “caretakers” receive specific training to help them
provide support to employees who are victims of behaviour
that runs counter to the Group's ethical rules.
There is no specific procedure for assessing the effectiveness
of measures to combat violence and harassment in the
workplace, apart from analysis and the number of cases
reported each year.
Objectives related to measures against violence
and harassment in the workplace
Objectives related to combating violence and harassment
in the workplace have not yet been defined.
Metrics related to measures against violence and harassment in the workplace
Unit
2024 figure
Total number of incidents of discrimination, including harassment, reported
in the reporting period
Number
0
Number of complaints filed
Number
0
Total amount of fines, penalties and compensation for damage resulting from
the above incidents and complaints
€
0
No incidents of human rights violations were reported.
3.1.3.1.10 Diversity
Description of the diversity policy
Casino Group has been committed to combating all forms
of discrimination since 1993. Convinced that diversity is a
driver of business performance, it is pursuing an assertive
commitment to hiring people from diverse backgrounds
via
non-discriminatory
procedures,
promoting
equal
opportunity at every level and in all business processes.
This policy is based on the following actions:
• combating stereotypes and prejudice at the root of
discrimination;
• drawing up policies jointly with employee representative
organisations;
• addressing all discrimination criteria;
• gauging the efficacy of actions implemented.
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Sustainability Statement
Casino Group, a pioneer in diversity matters
In 2009, Casino Group was the first retailer to earn France’s
Diversity Label, awarded by Afnor Certification to the Casino
brands. The aim of the certification is to prevent discrimination
in human resources procedures and recognise companies
that are leading the way in promoting diversity. Since the initial
award, Casino’s Diversity Label has been renewed every four
years based on the findings of further audits. In 2022, all
of the Group's entities in France were audited again for
certification, including Cnova (Cdiscount), which was awarded
the Afnor Diversity and Workplace Equality labels for the
period 2022‑2024. Monoprix also renewed its Diversity and
Workplace Equality Label in 2023. These initiatives are
steered by the Group Human Resources department under
a Group-wide policy. Cdiscount has been recognised for
the sixth time by the Financial Times as a Diversity Leader
for its corporate policies on diversity, anti-discrimination,
equal opportunity and gender equality.
The Group has pledged above all to fight discrimination based
on national or ethnic origin, social background, gender,
disability, age, sexual orientation, religious affiliation, union
membership or physical appearance. It combats discrimination
aspects defined by the 25 criteria under French law (origin,
gender, marital status, pregnancy, physical appearance,
particular vulnerability linked to economic situation, name,
place of residence, state of health, loss of autonomy, disability,
genetic characteristics, morals, sexual orientation, gender
identity, age, political views, union activities, status of
whistleblower, status of whistleblower facilitator or person
in contact with a whistleblower, spoken language (ability
to express oneself in a language other than French), ethnicity,
nation, alleged race, religion).
Actions and resources related to diversity
The brands undertake to:
1.
educate and train executives, managers and employees
to respect and promote application of the principle of
non-discrimination in all its forms and at all stages
of human resources management, including recruitment,
training, promotion and career advancement;
2.
reflect the diversity of society, and cultural diversity
in particular, in the workforce at all levels of qualification;
3.
communicate to all employees on the commitment to
non-discrimination and diversity;
4.
provide information on the outcomes of this commitment.
Non-discriminatory hiring methods and systems have been
widely deployed across the Group. Courses on non-
discriminatory hiring have been deployed for human resources
teams, store managers and other people likely to be
involved in the hiring process.
The Group uses various methods to ensure that recruitment
is based solely on skills, and provides recruiters with a
“Guide to best practices for recruitment”, recommending
the use of a recruitment grid featuring skills alone.
The Group’s recruitment teams also use highly diversified
sourcing channels and participate in multiple job forums
and meetings with staffing agencies such as local
employment offices every year.
Casino Group, committed to the fight
against age discrimination
With regard to diversity and the fight against age
discrimination, the Group is committed to:
• developing work-study programmes and offering young
people access to an initial work experience: all entities
run programmes on the induction of work-study students;
• facilitating career guidance for young students: the Group
works closely with schools and educational organisations
to promote its jobs and diversify its recruitment sources.
Casino Group's recruitment teams take part in multiple
initiatives on employment opportunity and recruitment
of young people every year, with information sessions on
different jobs, store visits, school visits, recruitment
sessions and help in preparing résumés and cover letters;
• combating stereotypes: the two handbooks “Changing
our Perception of Young People” and “Understanding
and Promoting Generational Diversity in the Workplace”
are available to all Casino employees to help them
understand preconceptions about young people and
encourage intergenerational dialogue. They aim to break
down stereotypes and set out the proper managerial
attitudes and behaviour;
• running specific initiatives to help young people with few
qualifications or from disadvantaged areas: since 1993,
the Group has been a signatory to a national partnership
agreement with the Ministry for Urban Affairs, to an
agreement with local missions, and to the “Businesses and
Neighbourhoods” Charter with the Ministry for Urban Affairs.
In France, Casino, Monoprix and Cdiscount are implementing
agreements designed to deploy intergenerational initiatives,
such as training, mentoring and special support, for young
adults (under 26) and older employees. The Casino
transmission of knowledge agreement offers, for example,
a dedicated orientation programme called “C Duo
Génération”, which assigns a mentor to facilitate the
onboarding of young employees, and provides housing
assistance for work/study trainees.
The Human Resources departments are responsible for
promoting diversity in all its forms, calling on internal and
external experts. The Group participates in the two-yearly
equal opportunity and diversity perception survey, in place
since 2017. A survey was carried out in 2023 and the results
presented in 2024 to employee representatives and the
Executive Committee, and displayed on posters to inform
employees.
The implementation of commitments is checked during
the interim and renewal audits for Afnor Diversity and
Professional Equality certification. Agreements with the trade
unions include monitoring committee meetings to report
on progress toward the objectives set.
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Sustainability Statement
Objectives related to diversity
In 2024, the Group set the target of 50% women managers
by 2030.
Diversity metrics
Headcount
at 31 Dec. 2024
Under 30
30-50
Over 50
Workforce by age as a %
24.93
46.42
28.65
Unit
2024 figure
Total amount of fines, penalties
and compensation for damage
resulting from incidents and
complaints
€
0
In 2024, the Group was the subject of five referral orders,
none of which resulted in a complaint. Each of these referral
orders was handled by the human resources department
of the entity concerned. By the end of 2024, these referrals
were closed.
3.1.3.1.11
Privacy and data protection
Description of the policy related to privacy
and data protection
In the normal course of business, Casino’s brands process
the personal data of their customers, employees, partners
and suppliers. Protecting their data and upholding personal
data rights are key challenges for the Group. Accordingly,
the Group complies with applicable regulations governing
personal data protection, namely the General Data Protection
Regulation (GDPR) in Europe and the Data Protection Law
in France.
Casino Group ensures strict compliance with regulations
concerning information systems security.
Particular attention is paid to protecting personal data, as
required by the GDPR in particular, and the organisational
and technical security measures needed for processing
such data. The Group applies the related policies based
on the principle of continuous improvement. Recurring
analyses on penetration tests and automatic reports from
tools covering the entire scope are used to define and
implement action plans.
In addition, the Group has an insurance policy covering
cybersecurity risks.
Eligibility for such a policy depends on being able to
demonstrate that several essential services have been
implemented:
• “Threat Intelligence” to monitor the web and the dark net;
• Security Operations Centers (SOC) to detect malicious
activity within the Group’s infrastructures;
• Computer Emergency Response Teams (CERT) deployed
to run expert analyses and take remedial action in the
event of incidents.
The Group draws on the expertise of market leaders in
cybersecurity for these services, as well as for any other
highly sensitive issues, to guarantee the highest cybersecurity
standards.
Actions and resources related to privacy
and data protection
The Group’s main compliance initiatives involve:
• appointing Data Protection Officers (DPOs) at the brands
concerned as well as data protection correspondents or
dedicated support functions;
• monitoring initiatives and data protection matters through
a Data Committee made up of Group management
representatives and the Group brand Data Protection Officers;
• creating and maintaining a record of processing activities
by the data controller and data processor;
• implementing a training programme and awareness
campaigns for employees;
• promoting personal data management policies and
procedures as applicable to customers, employees and
suppliers;
• reviewing contractual commitments and guarantees on
security measures implemented with or by the Group’s
partners;
• conducting Data Protection Impact Assessments (DPIA);
• implementing organisational and technical security measures
to ensure a level of security appropriate to the risk;
• ensuring the technical and legal security of personal data
transfers outside of the European Union;
• interacting with relevant data protection authorities and/
or with the persons concerned, particularly in the event
of requests from data subjects regarding their rights or
notifications concerning data breaches;
• organising internal controls and compliance audits of
personal data processing systems in place.
The risk related to cybersecurity incidents is identified as
a major risk by the Group and is monitored by a governance
system designed to address the relevant challenges:
• an Information Systems Security department serving the
entire Group manages security matters. This department
optimises synergies in solutions and services and ensures
consistent management and centralised reporting;
• information systems security is monitored by Management,
giving rise to two annual presentations to the Executive
Committee and one to the Audit Committee;
• the Safety Committee, formed in 2023, has evolved into
a Risk, Safety and Crisis Committee, which includes
members from the Executive Committee and functional
and operational departments (including Legal, Internal
Audit, Internal Control, Information Systems Security and
Operations). It meets several times a year to arbitrate
and pursue progress on security issues, risk monitoring
and crisis management;
• a Data Committee, which meets twice per quarter, is in
charge of monitoring all matters related to personal data;
• a specific cybersecurity governance system was rolled out
at all Group brands to enable consistent and centralised
tracking.
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Sustainability Statement
Objectives related to privacy and data protection
The compliance measures taken, as mentioned above, are
regularly reviewed and updated under a continuous
improvement process to ensure that the personal data of all
employees is protected in accordance with regulatory
requirements and consistent with the risks associated with
the processing of such data.
Metrics related to privacy and data protection
The compliance measures taken, as mentioned in paragraph
1.11 above, "Actions and resources related to privacy and
data protection" are reported along with monitoring
and update metrics.
3.1.3.2
Workers in the value chain (S2)
Specific standards on workers in the Group's
value chain
The process of identifying material impacts, risks and
opportunities relating to the Group's value chain workers
forms part of the Group's overall assessment under the
DMA see (section 3.1.1 “General disclosures relating to Casino
Group's Sustainability Statement”, paragraph 4.1 “Description
of the processes for identifying and assessing material
impacts, risks and opportunities”).
The Group reports current and potential impacts on workers
in the value chain, and the characteristics thereof, in the
DMA reporting matrix see (section 3.1.1 “General disclosures
relating to Casino Group's Sustainability Statement”, paragraph
2.2 “Information provided to the Group's administrative,
management and supervisory bodies and sustainability
matters addressed”).
Particular attention is paid to value-chain workers in countries
considered “at-risk” for reasons of working conditions. Here,
the Group runs specific assessment procedures through its
social and environmental Supplier Compliance Programme
(SCOP) to prevent and mitigate potential and proven
impacts in at-risk countries from which the Group sources
its supplies. The methodology for identifying countries most
at risk as regards social ethics, and by extension the workers
most at risk, takes into account the following factors:
• the number of fundamental ILO conventions ratified by
the country;
• the Human Development Index (HDI) of the United
Nations Development Programme (UNDP);
• the percentage of child labour in the country, according
to UNICEF;
• the prevalence of forced labour, as measured by the ILO;
• the Worldwide Governance Indicators (WGI) issued by the
World Bank;
• the Environmental Performance Index (EPI) developed by
Yale University and Columbia University;
• the SDG Index of the United Nations Sustainable
Development Solutions Network (SDSN);
• the Global Rights Index of the International Trade Union
Confederation (ITUC);
• the Freedom in the World Index of the US NGO Freedom
House;
• the Trafficking in Persons Report of the US Department
of State;
• the results of ICS social audits performed in each country.
The country risk analysis identifies the countries where
sourcing is 1) authorised, 2) subject to audit procedures,
3) subject to tighter audit procedures, or 4) prohibited.
Under the SCOP programme, an annual audit campaign to
the ICS standard is conducted by specialised independent
firms with a priority focus on (i) plants based in countries
most likely at risk of violating human rights (child labour,
forced labour, employee health and safety abuses) and working
standards; and (ii) the highest-risk product categories according
to the supplier duty of care risk map. Recurring audits are
performed in China, India and Bangladesh. If these audits
reveal non-conformities, corrective action plans or delisting
procedures are applied.
3.1.3.2.1
Description of the policy related
to value chain workers
For a detailed IRO (impact, risk, opportunity) analysis, see
section 3.1.1 “General disclosures relating to Casino Group's
Sustainability Statement”, paragraph 4.1 “Description of the
processes for identifying and assessing material impacts,
risks and opportunities”. The employees concerned include
suppliers and partners upstream in the value chain, and
franchisees downstream.
One of the priorities of the Group's policy is to monitor and
improve the social impact of its supply chain, with particular
regard for human rights, including labour and workers' rights.
The Group's policy related to value chain workers comprises:
• the Duty of Care Plan under French Law 2017-399 of
27 March 2017, which includes the Group's response
to the risks of serious infringements to human and
environmental rights arising from its activities;
• the Code of Conduct;
• the Group Ethics Charter, whose nine commitments
reassert respect for the values and principles set out in:
the Universal Declaration of Human Rights; the International
Covenant on Civil and Political Rights; the International
Covenant on Economic and Social Rights; and the eight
fundamental Conventions of the International Labour
Organisation (ILO);
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Sustainability Statement
• compliance with the ten principles of the United Nations
Global Compact as a signatory since 2009, in particular:
“businesses should make sure that they are not complicit
in human rights abuses”; principle 4 (Businesses should
uphold the elimination of all forms of forced and compulsory
labour); principle 5 (Businesses should uphold the effective
abolition of child labour); and principle 10 (Businesses
should work against corruption in all its forms, including
extortion and bribery);
• compliance with the UN Women's Empowerment Principles
since 2016, which state: “principle 2: treat all women and
men fairly at work – respect and support human rights
and non-discrimination”.
This policy applies to all employees throughout the value
chain, and is steered by the Group's CSR department,
represented on the Executive Committee.
3.1.3.2.2
Description of the process
of engaging with value chain workers
Casino Group maintains regular dialogue with stakeholders,
including non-governmental organisations and public
authorities, to identify and prevent serious risks of human
rights breaches and environmental violations in the supply
chain. It also participates in several collaborative platforms
on environmental and human rights issues. This dialogue
takes the form of bilateral or multilateral exchange within
working groups made up of multiple stakeholders.
To take account of the interests of the parties concerned,
the Group regularly engages in dialogue under multi-
stakeholder initiatives and joint work. In 2024, this included:
• the Initiative for Compliance and Sustainability (ICS),
of which it has been a member since 2000 and whose audit
protocol it uses to monitor and improve working and
environmental conditions in the production facilities;
• Businesses for Human Rights (Entreprises pour les droits
de l’homme – EDH);
• the International Accord for Heath and Safety in the
Textile and Garment Industry;
• coalitions to improve the transparency of raw materials
supplies, such as the Palm Oil Transparency Coalition,
the French Initiative on Sustainable Cocoa, the Soy
Manifesto, and working groups on soy, avocado, shrimp
and aquafeed led by the Earthworm Foundation and the
Global Tuna Alliance.
Dialogue with value chain workers takes place through
these multi-stakeholder initiatives, in particular through
the audits, corrective action plans and training carried out
under the ICS and the International Accord for Health and
Safety in the Textile and Garment Industry, through audit
firms and agents, and through the Group's social ethics
coordinators.
Mechanisms and solutions for initiating dialogue include
the following:
• the firms commissioned to carry out ICS social audits
conduct interviews with workers as part of the audit work
(but do not disclose the content of these discussions with
the suppliers they work for). These audits take place at
least once every two years;
• employees can also use the Group's whistleblowing
mechanism for reporting alerts, as set out in section 3.2
"Duty of Care Plan”, paragraph 3.2.7 "Duty of care alerts";
• workers in factories in Bangladesh and Pakistan covered
by the International Accord for Health and Safety in the
Textile and Garment Industry can report complaints
through the Accord's own whistleblowing mechanism.
In addition to these formal mechanisms, employees can
also contact purchasing agents or get in touch directly with
the Group.
3.1.3.2.3
Actions and resources related
to workers in the value chain
The group’s policy on value chain workers includes measures
to assess, prevent and tackle social risks liable to impact
workers in its value chain.
This approach addresses the following issues in particular:
the fight against forced labour or child labour, respect for
labour rights, respect for fundamental rights, and respect
for workers’ health and safety. The priority is on stricter
controls and improved conditions for workers employed
by suppliers of private-label products located in high-risk
countries and supply chains.
Measures include:
Specific governance and awareness-raising
on the matters involved
The Duty of Care Committee, formed in 2017, ensures that
there are effective mechanisms for reporting any serious
violations of human and environmental rights. For details
on its composition and role, see section 3.2 "Duty of Care Plan",
paragraph 3.2.2 "Governance of the Duty of Care Plan". The
Committee also oversees the whistleblowing system for
reporting potential breaches.
Group commitments and policies are actively promoted to
the following stakeholders:
• employees, through the Group Ethics Charter and the Code
of Ethics and Conduct issued in 2017 to reaffirm, in particular,
the Group’s commitment to combating corruption;
• partners, through the Group’s support for global and industry
initiatives and its CSR strategy, running since 2011;
• suppliers, in particular through the Supplier Ethics Charter
for all suppliers and the SCOP manual for suppliers
participating in the programme;
• purchasing teams, through awareness-raising and training
initiatives aimed at reminding them on the procedures
to be followed on social ethics, especially when selecting
new suppliers;
• all stakeholders, through the Group’s Duty of Care Plan
and online policies published on its website.
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Sustainability Statement
Risk identification
Through its CSR policy, Casino Group has for many years
been implementing the prevention plans and risk mitigation
programmes mandated by the French duty of care law,
with particular regard to risks of violations to human rights,
health and safety at work and serious environmental damage.
Potential impacts on human rights in at-risk sourcing
countries are identified through social audit campaigns
carried out in accordance with ICS criteria. Measures
for remedying the impacts identified are set out in the
"Supplier support" paragraph of section 3.2 "Duty of Care
Plan", section 3.2.5 "Measures to assess, prevent and
mitigate risks related to suppliers of private-label products
manufactured in countries at risk".
To map the raw materials most at risk, the degree of risk
of each component of the products sold by the Group has
been systematically analysed with regard to 12 risks covered
by the duty of care, as shown in the table below. These
include the following three risks: forced labour or child labour,
respect for labour rights and respect for fundamental rights.
These risks are weighted by criticality, with child labour
weighted highest of the 12 risks considered under this
mapping exercise.
Supplier commitment
The Group's suppliers are required to sign up to its Supplier
Ethics Charter (available on the Casino Group website),
which reiterates Casino Group's commitment to promoting
responsible retailing and, more specifically, to:
• banning all illegal practices in business relations and requiring
compliance with applicable laws, principles, international
and national standards and regulations in force, as well
as the Group’s anti-corruption policies;
• upholding human rights (prohibiting child and forced labour,
combating discrimination and abuse, respecting freedom
of association, offering at least the legal minimum wage,
etc.), and occupational health and safety;
• taking constant care to protect the environment, particularly
by optimising the use of natural resources, diligently
managing waste and abating deforestation and pollution.
The distribution and signing of the Supplier Ethics Charter
represents a key step in the Group’s supplier approval process.
By signing the Charter, suppliers recognise the primacy of
the principles contained in the following documents:
• the Universal Declaration of Human Rights;
• international conventions on fundamental human rights;
• fundamental international labour standards, as defined
by the ILO Declaration;
• other applicable international labour standards (ILO
conventions).
Respect for employee
health and safety
Employee handling
of hazardous products
Consumer
risks
PERSONAL
HEALTH AND SAFETY
Water and soil pollution
(pesticides, chemicals, etc.)
Greenhouse gas emissions
(polluting processes,
energy-intensive processes)
Deforestation
Harm to biodiversity
Sustainable management
of resources and waste
THE ENVIRONMENT
Forced or child labour
Respect for labour rights
(unreported work,
discrimination, freedom
of association, working
hours, etc.)
Respect for fundamental
rights (women’s rights,
harassment, etc.)
Armed conflicts (conflict
zones or resources, border
disputes, etc.)
HUMAN RIGHTS AND
FUNDAMENTAL FREEDOMS
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Sustainability Statement
In signing the Charter, suppliers take up the Group's
commitments. This also implies that the supplier accepts
inspections to verify compliance with these commitments
under the conditions set out in Casino Group's Supplier
Compliance Programme (SCOP).
Mechanisms of control, alert, and sanction
where appropriate
Practical application of the Group's policy on monitoring
and improving the social impact of the supply chain, with
particular regard to human rights, involves the following
actions:
• a process for listing factories in countries at risk and
continuously updating the list of countries at risk;
• an annual social audit campaign;
• support for suppliers through a corrective action plan;
• educating and training buyers.
These four measures are set out in section 3.2 "Duty of Care
Plan", paragraph 3.2.5.1 “Procedure for regular assessment
and actions to mitigate risks or prevent serious harm".
The actions taken to prevent and mitigate the impact on
workers at private-label subcontractor factories located in
countries identified as being at risk are set out in section 3.2
“Duty of Care Plan”, paragraph 3.2.5.2 “Implementation report”.
Supplier audits
Casino Group has been running a specific approach to monitoring
suppliers of private-label products (including textiles) in
at‑risk countries for several years, enabling it to determine
necessary and appropriate actions to counter actual or
potential negative impacts on workers in the value chain.
Working from ICS social audit findings, scores are assigned
to plants. These scores include a percentage indicating
the degree of overall compliance plus a letter indicating the
presence or absence of critical non-compliance. The scores
are shared across all retailers using the plants in question,
and are based on the ICS common methodology, which is
reviewed regularly and was updated in 2024. Each brand
applies its own duty of care policy to interpret the audit
scores and determine actions to resolve or mitigate non-
conformities observed during audits.
Child labour and forced labour are covered by two separate
chapters in the ICS social audits carried out in the factories
of our own-brand subcontractors in at-risk countries. If any
points in the assessment reveal critical non-conformities,
these must be dealt with as quickly as possible under the
corrective action plans drawn up after the audits.
Group actions under its social and environmental Supplier
Compliance Programme (SCOP) are determined as follows.
In its plant social audit assessment system, audit findings
can trigger five levels of action, each corresponding to a
specific status, with order-placing authorised or unauthorised,
follow-up actions, and a completion deadline. Actions may
be adapted to certain specific cases depending on the analysis
of non-compliances observed and the findings from
the factory's previous evaluations by the social ethics
coordinators, who pay particular attention to the listing
of new factories.
The real impact of actions taken to counter negative
impacts is gauged by monitoring the results of each plant
individually over time, by following up on corrective action
plans, and by renewing audits. Improvements in the plant's
status from one year to the next provide an indication of
how effective the actions taken really are.
Casino Group policy prohibits sourcing from certain countries
considered to be at too high a risk, particularly as regards
human rights. The list of countries is regularly updated, with
the most recent update at end-2023.
In countries covered by our social and environmental
compliance programme, when a plant has not implemented
or does not plan to implement the requested actions,
it is removed from the Group’s list of approved suppliers.
When considering new entrants to the list of approved
suppliers, particular attention is paid to their capacity for
meeting the requirements of the ICS standard.
Countering discrimination and including
workers with disabilities
One of the chapters of the ICS social audit is on the fight
against discrimination, and includes questions on points
such as compliance with employment conditions for pregnant
women and women before and after maternity leave.
In 2024, with the support of its members, the ICS also
coordinated drafting of a guide to adapting the audit to
plants employing people with disabilities.
It should be noted that given the relatively small proportion
of Casino Group orders in a plant’s total order book, the
actual implementation of remedial measures requires
collective action undertaken with other plant customers
under joint initiatives such as ICS or the Accord.
Additional actions to improve risk prevention
and mitigation
In addition to this country-by-country approach, actions are
also taken to prevent and mitigate the negative material
impacts on value chain workers in sectors identified as
most at risk:
• palm oil, measures on risks related to working conditions
on palm plantations are set out in section 3.2 "Duty of Care
Plan", paragraph 3.2.6.1 "Procedure for regular assessment
and action to mitigate risks or prevent serious harm";
• coffee: actions are set out in section 3.1.2 "Environment",
paragraph 4 “Biodiversity and ecosystems”, the most
important issues for value chain workers here being
adequate wages and the fight against child labour;
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• cocoa: actions are set out in section 3.1.2 "Environment",
paragraph 4 "Biodiversity and ecosystems", the material
issues for value chain workers also being poverty and the
fight against child labour;
• avocado: actions are set out in section 3.1.2 "Environment",
paragraph 4 "Biodiversity and ecosystems". The main
issues identified for the avocado sector in terms of
environmental responsibility are the fight against child
labour, respect for human rights (and in particular fair
access to water resources), the fight against job insecurity,
and health and safety conditions.
Endorsement of international agreements to cover
specific risks
In 2013, the Group endorsed the Accord on Fire and Building
Safety in a commitment to supporting the drive to improve
safety conditions in factories in Bangladesh. In 2023, Monoprix
renewed its commitment to the International Accord for
Health and Safety in the Textile and Garment Industry
when it signed the 2023 version which replaced the 2021
version, thereby reaffirming its commitment to improving
safety conditions for factory workers in Bangladesh and
extending it to those in Pakistan, where a similar initiative
was launched early in 2023. The audits carried out in
Bangladesh and Pakistan under the Accord cover the
structural safety of buildings, electrical safety and fire safety.
The Accord also proposes a system for reporting and
tackling health and safety alerts. However, other complaints,
such as those regarding wages or freedom of association
and collective bargaining, are dealt with under the ICS
audits. “Freedom of association and grievance mechanisms"
is one of the nine chapters of an ICS social audit applying to
all the factories of our tier 1 private-label subcontractors in
countries identified as being at risk. This section of ICS
informs on whether workers are free to negotiate collectively
and whether the plant has a system for reporting workers'
complaints to management, with follow-up, in addition
to the interviews with workers carried out during the ICS
audits to sound out workers' opinions.
Alert mechanisms
After consultations with employee representatives, Casino
Group simultaneously set up two alert mechanisms, one for
reporting Sapin II law violations and the other for reporting
and compiling accusations of alleged or actual risk of causing
the serious violations, harm or damage described in French
law No. 2017-399 of 27 March 2017. The second mechanism
is open to any employee, or any other person, who wishes
to report, including anonymously, possible infringements
of the above-mentioned law, simply by writing to
contact75vgl@deontologue.com.
This address is communicated:
• in the Supplier Ethics Charter addressing and signed by
all our suppliers;
• in the supplier manual for plants in high-risk countries, and
thus covered by Casino Group's social and environmental
Supplier Compliance Programme;
• on Casino Group’s corporate website www.groupe-casino.fr,
under CSR Commitments/Produce better/Improving the
supply chain).
Alerts are handled by the Group's Ethics Officer and the CSR
department, that ensure confidentiality and independence
throughout the process. Reports, in anonymous form, are
submitted to the Duty of Care Committee, which tracks
the actions taken. The Group Ethics Officer, who must
consistently demonstrate independence, objectivity and
impartiality in handling reports, is subject to strict confidentiality.
He or she is required to inform anyone involved in the
investigation and verification procedures triggered by
a report that such confidentiality extends to them as well.
The Group Ethics Officer must also ensure that the identity
of the whistleblower remains confidential at all times.
Confidentiality, data protection
and whistleblower protection
Casino Group takes every necessary measure to guarantee
the confidentiality of alerts and protect the personal data
of the people sounding these alerts. This includes using
a secure email address and protected digital folders. All alerts
are systematically responded to. Measures on the protection
of whistleblowers, as set out in section 3.1.4 "Governance",
paragraph 1.3 "Corruption", apply to this system.
The system, details on which also appear in the the Supplier
Ethics Charter, expands on the internal alert mechanism
already available to employees.
3.1.3.2.4
Objectives related to value
chain workers
The Group’s goal is to ensure that all of the facilities producing
private-label products in at-risk countries be covered on
a permanent basis by an ICS social audit dating back
no longer than two years (see section 3.2 "Duty of Care Plan",
paragraph 1.3 "Annual social audit campaign"). In accordance
with ICS processes, we evaluate audit cycles (initial, follow-
up and re-audit) over periods no longer than 24 months.
In addition, the correspondence between ICS audit rating
and plant status following an ICS audit has been defined
by the Group CSR department in cooperation with the social
ethics coordinators. This "correspondence" is regularly updated
when the SCOP programme is updated if any necessary
adjustments are identified, applying the experience gained
from analysing various audit reports. This process ensures
that the social ethics status of a plant always gives a true
reflection of the actual realities of workers' social conditions.
With regard to the palm oil sector, historically identified as
the most at risk in terms of duty of care, the Group achieved
a key objective in 2021, when it ensured that 100% of the
palm oil used in its private-label food and non-food products
was RSPO certified to Segregated or Identity Preserved levels.
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3.1.3.3
Affected communities (S3)
Specific standards related to communities
affected by the Company's activities
The process of identifying the material impacts, risks and
opportunities related to the communities affected by the
Group's activities forms part of the Group's overall assessment
under the DMA (see section 3.1.1 “General disclosures relating
to Casino Group's Sustainability Statement”, paragraph 4.1
“Description of the processes for identifying and assessing
material impacts, risks and opportunities”).
The positive impact on the communities affected is outlined
in the presentation of the DMA conclusions (see section 3.1.1
“General disclosures relating to Casino Group's Sustainability
Statement”, paragraph 2.2 “Information provided to the Group's
administrative, management and supervisory bodies and
sustainability matters addressed”).
The Group has not identified any actual or potential
negative material impact on the communities affected by
its activities.
3.1.3.3.1
Description of the policy related
to affected communities
As a major retailer with strong roots in city centre, suburban
and rural communities, Casino Group contributes to local
economic development, social cohesion and the fight against
poverty and exclusion. This commitment shows through
in outreach partnerships with local and national charities such
as food banks, and support for the initiatives of its Foundation.
The Group adapts its approach to the specific needs of the
communities in which it operates, taking action in a number
of areas. In 2024, it was primarily involved in:
• food aid for the underprivileged;
• equality and women's rights;
• support for children in difficulty;
• access to employment for underprivileged young people;
• the fight against all forms of social exclusion;
• access to healthcare and hygiene.
A new Foundation, for a stronger commitment
The Group reviewed the orientations of its outreach policy
under the transformation that took place in 2024. A new
Casino Group Foundation will see the light in 2025, with the
purpose of “strengthening social cohesion, in urban and rural
areas, and furthering personal development for women
and men through a constructive view of the future”. Casino
Group is thereby reasserting its commitment to inclusive
and socially responsible development, seeing social and human
cohesion as the cornerstone of its operations.
The emphasis on outreach draws on the findings of
a "Loneliness in towns and villages” survey carried out
by Ipsos and the Casino Group Foundation. The survey
covered a representative sample of 1,500 people from 15 to
23 January 2025, and revealed a clear tendency toward
personal isolation, thus highlighting a clear need for
targeted outreach actions.
Under its social cohesion policy, Casino Group opts primarily
for open and constructive dialogue with local players to
collaboratively develop and build initiatives addressing local
needs. This dialogue takes various forms:
• direct interaction with local stakeholders (local authorities,
public interest organisations, charities, etc.);
• support for local initiatives, through project funding,
partnerships with associations and NGOs, and regular
exchanges to assess the effectiveness of support;
• participative and collaborative initiatives, such as food
drives and distribution, involving the Group's teams alongside
charities in logistical and organisational aspects.
Rigorous monitoring of initiatives and funding
Beneficiaries of campaigns (checkout donations, or grants
from the Foundation) are accompanied throughout the
process (before, during and after the campaign), to ensure
that funds are put to good use. The Group draws on the
expertise of specialist organisations, such as the Myriade
programme run by the Fondation des Femmes, which
offers coaching, media training, financial management
support, etc. to 14 women association leaders, and Ulule,
which proactively identifies and supports small associations
throughout France in response to the Foundation's calls
for projects.
Specific commitment in 2024
Proceeds from the 2024 checkout donation campaign
supported a number of associations: Emmaüs Défi, Secours
populaire français, Apprentis d'Auteuil, Andès les épiceries
solidaires, La Cloche, Maisons des femmes, Restart Association,
Comme les Autres, Les Restos du Cœur, Association FIT
une femme un toit, Rejoué, Toutes à l'école, Fondation des
Femmes, Force Femmes, ADSF - Agir pour la Santé des
Femmes, Banques Alimentaires, Croix-Rouge française,
Règles Élémentaires, Samu social de Paris, Générations
Futures, Réseau Cocagne, Cœur de Forêt, Ma Chance Moi
Aussi, Fédération Leucémie, Espoir.
3.1.3.3.2
Description of the process
of engaging with affected communities
Dialogue with the communities concerned is a way to
identify their needs and respond to them as effectively as
possible to achieve a real and positive impact.
A two-fold commitment to outreach
The Group interacts with local communities both through
the community outreach work of its Foundation and
through actions run locally in stores. This two-fold approach
facilitates effective dialogue both with trusted representatives
of the communities concerned and directly with the
communities themselves.
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These many and varied interactions throughout the year
enable ongoing dialogue with the communities concerned.
Interaction can be occasional, depending on the projects in
question, or ongoing, under long-term partnerships with
certain non-profits, such as the Fondation des Femmes,
Emmaüs, the Fédération Française des Banques Alimentaires,
and Samu Social, in particular, through a project initiated
in 2022 involving the production and distribution of down
jackets for the homeless.
Committed governance for a measurable impact
With the operational launch of the Casino Group Foundation
in 2025, monitoring metrics will be set up to measure the
social and societal impact of the actions undertaken.
The Foundation is governed by a Board of Directors comprising:
• the Chief Executive Officer of each Group brand;
• the Chief Human Resources Officer or the Group
Communications, Public Affairs and CSR Director;
• the Foundation is chaired by the Group's Chief Executive
Officer, reflecting a highest-level commitment to social
cohesion.
In late 2024, the Group also set up a cross-cutting
organisational structure comprising two departments –
Commitment & Partnerships and CSR – to coordinate the
charitable outreach agenda across all the Group’s brands.
The key role of local partners
Local organisations and partner associations play an
essential role by acting as intermediaries between Casino
Group and vulnerable populations. Specifically, they relay
the concerns of vulnerable people and help them access
the Group's services. And they provide input on the
effectiveness of the Group's actions with target populations.
3.1.3.3.3
Actions and resources related
to affected communities
The Group runs programmes that have a positive impact on
the communities concerned.
Food and non-food aid for people in difficulty
The Group is helping the most deprived members of
society by encouraging its stores and customers to support
the French food bank network (FFBA). It first partnered with
FFBA in 2009, and renewed its association for a further
three years in 2022. Under this agreement, through its
brands, the Group acts by donating products with a short
best-before date and takes part in the nationwide food
bank collection day at the end of November each year, with
the participation of employee volunteers (more than
400 Monoprix volunteers took part in 2024). These donations
go not only to local food banks, but also to a number of
charitable associations, such as the Croix-Rouge, Secours
Populaire and Restos du Cœur. In addition, collections are
organised throughout the year to support food aid. In 2024,
five food collection weekends were run across 220 Franprix
stores, benefiting some 200 non-profits.
Other donation campaigns collect non-food items for the
most needy. For example, for the ninth year running,
Monoprix teamed up with the Règles Élémentaires and
Fondation des Femmes charities for their national “Règles
de survie” collection campaign. Règles Élémentaires, the
first association dedicated to the fight against menstrual
insecurity, distributes all the products from its collection
campaigns to socio-medical organisations working closely
with women in precarious situations. Monoprix also sells
“Doudous solidaires” in aid of the association Les P'tits
Doudous, which works to ease the anxiety of children
undergoing surgery by offering toys and digital entertainment.
Support for children in difficulty
The work of Casino Group Foundations includes a variety of
educational programmes addressing children.
Casino Foundation celebrated “10 years of education through
theatre” in 2020. Since its creation in 2009, it has enabled
over 40,000 children to learn about oral expression and culture,
and to discover others and their own talents through acting.
It has developed two major programmes:
• “Artistes à l’École”, established in partnership with
France’s Ministry of National Education and the Odéon-
Théâtre de l’Europe, which offers around 1,000 children
the opportunity to attend an ambitious two-year theatrical
education course covering an introduction to theatre
and the theatrical professions, drama and playwriting
workshops and stage productions. Projects are selected
by an artistic committee comprising members of the
Foundation’s Board of Directors, as well as artistic and
educational experts. The Foundation supports and funds
initiatives covering around 12 theatre projects in schools,
and gives the winning troupe the chance to present their
show on the Odéon stage at the end of the two years. For
2023-2024, the Foundation has selected 12 projects,
benefiting over 1,000 students.
• “Tous en scène” (Everyone on Stage), involving Group
volunteer employees. “Tous en scène avec nos marques”
(Everyone on Stage with our Brands) is an annual national
outreach programme run by the Casino Foundation that
takes place in Casino, Franprix and Cdiscount stores.
The 2023 event raised nearly €85,000 for two of the
Foundation's partner organisations, Apprentis d'Auteuil and
L'Envol. This sum will be used to develop theatre activities
for the young people addressed by these organisations.
The Foundation also provides funding for innovative initiatives
outside the school curriculum, run by non-profit or cultural
organisations using theatre as a means of improving social
integration and access to culture. Since 2020, the Foundation
has been supporting two non-profit organisations using
theatre as a teaching medium: La Source (La Guéroulde
branch) and Ateliers Amasco (Rhône-Alpes branch). In 2023,
the Foundation also renewed its support for the Mom'artre
association (Argenteuil and Bordeaux branches) and for six
accredited theatres that work with local social or special
educational needs structures to give vulnerable young
people, some with disabilities, the chance to try acting.
In 15 years, more than 40,000 children and teenagers have
been reached, including 10,000 in schools.
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Support for organisations that fight against social
exclusion in all its forms
Casino Group engages in a wide range of local initiatives to
support people suffering from exclusion. The Group addresses
these highly diverse community needs not only through
its foundation, but also through the actions undertaken by
its brands.
• Solidarity round-up donations
In 2011 in France, Casino Group initiated a partnership
with microDON, a social economy enterprise, to launch
and roll out the checkout donation programme at Franprix
stores and then at Monoprix and Naturalia stores. Since 2014,
more than €8 million has been raised for organisations
including Institut Curie, Gustave Roussy, La Fondation
des Femmes, Emmaüs Defi, Croix-Rouge, and Règles
Élémentaires.
• Combating isolation on the streets
To mark its tenth year of initiatives, in 2019, the Monoprix
Foundation decided to refocus its programmes on eliminating
isolation in society, particularly for homeless people.
The foundation continues the work it began in 2009 with
its partners, In 2024, 25 non-profit organisation received
support to combat isolation in cities and facilitate access
to basic necessities.
In 2024, Monoprix supported almost 50 organizations
through the following operations: the Foundation's call
for projects, Arrondi Solidaire, Promo for Good and
Produit Partage.
Cdiscount and its commitment to charitable outreach
Cdiscount continues to partner with Un Rien C’est Tout to
reaffirm its support for community life through practical
social cohesion projects. Customers can make donations
starting at one euro with just one click when paying
for their shopping basket, for various associations focussed
on four main causes: the right to dignity, childhood and
education, health and the environment.
The brand also works with Make.org, taking part in their
“Great Cause” consultation on diversity and inclusion to
combat inequality suffered by women, through support for
women in technology. With Social Builder, Cdiscount plans
to set up a mentoring scheme for young women.
Cdiscount is also committed to fighting digital exclusion,
through support for the Quartiers Numériques programme
run by Bordeaux Mécènes Solidaires. This programme
addresses people experiencing difficulty in the use of digital
technologies. For example, people in this situation might
be taught how to use a computer for carrying out administrative
procedures, looking for a job, or communicating with
friends and family.
Cdiscount also supports La Cravate Solidaire, an organisation
working to combat discrimination in recruitment, especially
on the grounds of physical appearance. Actions here include:
• coaching on image and recruitment for jobseekers;
• support for jobseekers with disabilities;
• funding for 15 "Helping Hand" courses;
• career discovery day at Cdiscount premises;
• clothing donations at Cdiscount premises;
• employee involvement, with the opportunity to take part
in a half-day sorting session in Talence.
Spotlight on... Casino, Vival and Spar, actively involved
in their local communities
The Casino, Vival and Spar brands are actively involved in
local communities, supporting 12 organisations through a
variety of schemes: loyalty cards, financial sponsorship and
shared products.
One beneficiary is Le Cours Lafontaine, an independent
school in the Montreynaud district of Saint-Étienne, which
practises an innovative approach to teaching while complying
with the common-core learning requirements specified by
the French national education system. Another example is
InSite and its Rural Volunteer programme. This programme
addresses young people aged 18 to 30 on civic service,
working for six-month periods in rural communities on
projects in three areas: community outreach, culture and
heritage, and environment and sustainable development.
Lastly, Culture & Vie works on the revitalisation of rural
areas. At 25 stores in rural areas, this organisation is setting
up digital areas offering free access to computers and
printers, a second-hand book exchange area to encourage
reading, and an exhibition area for local and regional crafts.
Support for producers in developing countries
The Group has been active on this front for over two
decades, through its range of Fairtrade products. The Group
has been a partner of Max Havelaar since 1999, supporting
this organisation’s work on guaranteeing fair economic and
social conditions for producers (guaranteed minimum
price, development bonus paid directly to producers' or
workers' organisations, sustainable trade relations between
producers' organisations and buyers). The number of Max
Havelaar-labelled products in Casino Group stores totalled
210 in 2024.
Support for women who are victims of violence
The Group has implemented an action plan to combat
domestic violence and helps disseminate the nationwide
campaign initiated by the French government in 2020.
The annual corporate campaign aims to highlight the 3919
emergency hotline number for women if they are victims of
gender-based violence, in partnership with the French
ministry in charge of women’s rights. The Group has published
a handbook on combating domestic violence which
includes testimonials, contacts and practical information
to provide guidance for anyone who has witnessed or been
a victim of domestic violence, and to encourage them to
speak out and get support.
The Group also supports organisations active in this field,
such as the Fondation des Femmes. To mark International
Day for the Elimination of Violence Against Women, the
Monoprix, Franprix and Casino brands took part (in both
physical and virtual form) in a Stand Up training event to
combat street harassment, supported by the Fondation des
Femmes and L'Oréal Paris.
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Access to employment for young people in difficulty
The Group has deployed a number of programmes in
conjunction with local community associations to support
young people from underprivileged backgrounds enter the
world of work. The Group has been working alongside
public authorities since 1993 in support of the inclusion
policy of the French Ministry for Urban Development, the
Ministry for Gender Equality, Diversity and Equal Opportunity
and the Ministry of Labour.
For example, Monoprix works with a range of partners on
access to employment for young people, offering internships
to people with no qualifications, flash job dating schemes,
workshops and presentations on retail professions, coaching
and shop visits:
• the “Sport dans la ville” scheme enables young people
aged 18 to 25 with few or no qualifications to acquire
a driving licence and prepare themselves to (re)qualify for
access to employment;
• the Épide organisation for access to employment runs
a programme to improve prospects on the job market
for unemployed young people aged 17 to 25 with
no qualifications;
• Mission Locale offers affordable means for putting
jobseekers in touch with companies;
• the partnership with EachOne and FACE helps develop
access to employment for refugees. This fits in with
an approach to social inclusion and social responsibility
for Monoprix, which wishes to diversify recruitment and
meet its needs for specific skills;
• the French government’s assisted employment scheme,
which furthers secure career paths to help people with
disabilities access and remain in employment;
• Monoprix has renewed its undertaking with the Paris City
Council to promote employment for Parisians in vulnerable
situations, ill-acquainted with seeking work, or in priority
neighbourhoods.
Franprix continues its initiatives to help disadvantaged
young people enter the workforce. The brand organised
practical internships for the reintegration of young people
in difficulty, coupled with soft skills training. Several initiatives
have been developed to reach “young dropouts”, including
store visits, information workshops, internships and hirings
in partnership with various drop-out support organisations.
Assessment and monitoring of Casino Group's charitable
outreach actions
Casino Group uses rigorous methods to measure the
impact of its initiatives and ensure they are effective in the
communities concerned. Assessments ensure that projects
are relevant and consistent with the Group's social,
environmental and economic objectives.
• The measurable performance metrics are monitored,
such as the number of meal equivalents distributed,
the tonnages of food and non-food products collected,
the tonnages donated by stores and warehouses, and the
euros collected via checkout donations.
• Regular evaluations are carried out, as with the audits
on financial sponsorship to ensure there is no corruption
or personal interest, and that the funding does reach the
targeted associations.
• Meetings with partner organisations. The Group holds
regular discussions with its partner organisations to gauge
the impact of its initiatives on beneficiaries. These discussions
help to identify shortcomings and possible improvements
in the projects implemented.
• An annual report on Company and Foundation activities
in this field is published with details on commitments,
results achieved, and illustrations of the real impact on
communities.
Casino Group devotes a significant portion of its budget
to charitable outreach initiatives. For example, the Monoprix
Foundation's multi-year action programme has a budget
of €250,000 over five years (€50,000 per year), plus
additional payments.
When the new Casino Group Foundation was founded,
a financial commitment was made to several of the Group's
brands: Monoprix, Franprix, Casino/Vival/Spar, and Casino,
Guichard-Perrachon. Naturalia and Cdiscount will be
joining the list in 2025.
Internal resources mobilised for greater impact
Alongside funding operations, Casino Group also fields various
internal resources for greater impact:
• teams working on the Foundation's outreach actions and
initiatives;
• employees involved in skills sponsorship or volunteer work;
• donations of goods or surpluses under product sharing
schemes.
Through this global mobilisation, Casino Group strengthens
its commitment to upholding a positive and sustainable
social impact.
3.1.3.3.4
Objectives related
to affected communities
The Group's charitable outreach objectives are qualitative
rather than quantitative. The aim is to help people in
vulnerable situations, to run regular outreach campaigns
and to support the organisations that perform everyday
work on these issues.
The Group plans to work with an external social and societal
impact assessment consultancy to set up and monitor metrics.
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3.1.3.4
Customers and end-users (S4)
The process of identifying material impacts, risks and
opportunities related to the Group's customers and end-
users forms part of the Group's overall DMA assessment
(see section 3.1.1 “General disclosures relating to Casino
Group's Sustainability Statement”, paragraph 4.1 “Description
of the processes for identifying and assessing material
impacts, risks and opportunities”).
All of the positive and negative impacts on the Group's
consumers and/or end-users are listed in the DMA reporting
matrix (see section 3.1.1 “General disclosures relating to Casino
Group's Sustainability Statement”, paragraph 2.2 “Information
provided to the Group's administrative, management and
supervisory bodies and sustainability matters addressed”),
along with details on the policies and actions planned to
address them. This reporting covers issues regarding product
safety, the specific nutritional needs of certain people,
accessibility for people with disabilities, children’s needs
and protection from the sale of products not adapted to
their age, the needs of populations in economic difficulty,
and privacy and data protection.
In its analysis, the Group considered all consumers and end-
users on whom its products are likely to have a material
impact. A more in-depth examination is needed into the
impact of certain services such as payment facilities
proposed to consumers.
3.1.3.4.1
Description of the process
of engaging with consumers
The views of consumers and end-users are key decision-
making factors throughout Casino Group. The Group's
impacts on these stakeholders relate to privacy and data
protection; access to quality information; consumer health
and safety; access to the Group's products and services; and
customer awareness of more responsible consumption.
These impacts are outlined in the DMA reporting matrix,
in section 3.1.1 “General disclosures relating to Casino Group's
Sustainability Statement”, paragraph 4.1 “Description of the
processes for identifying and assessing material impacts,
risks and opportunities”.
To sound out customers’ views and meet customer expectations,
the Group has a specific organisation and uses specific
tools. This system is available 24/7.
The customer relations system includes:
1.
communication channels open to customers round the
clock (phone, email, livechat, social networks, FAQ),
with contact details for these channels appearing on
products, sales receipts, the website and customer
communications. All stakeholders can also submit their
views, expectations and alerts via the "Contact" section
of the Casino Group website;
2.
specific teams, in Customer Relations Centres, responsible
for receiving messages and forwarding them to the
relevant teams (customer service, loyalty, e-commerce/
delivery, etc.);
3.
customer relations management through indicators
such as service accessibility, and response time (within
24 hours for an email);
4.
reporting on the quality of customer relations through
input on all customer interactions and how they are
handled. Monoprix operates its "Voice of the Customer"
system through its top 100 managers.
Through this system, potential crisis situations are detected
through customer enquiries, prompting immediate action
at Company level, to a set procedure involving the departments
responsible for the issues in question, such as Human
Resources for staff-related risks, Communications and Quality
for health/safety risks, and Compliance for cyber-security
and personal data protection risks.
This system also facilitates proactive management of health
risks in the event of product recalls, through communication
to customers. Product recalls are also posted on the “Rappel
Conso” website, in accordance with Article L. 423-3 of the
French Consumer Code.
The customer satisfaction system includes:
• the implementation of tools to request customer feedback
after an online purchase, using digital account or loyalty
card data to identify and send them an email;
• customer satisfaction questionnaires, issued at a maximum
rate of one per month, out of respect for the customer.
Questionnaires address a wide variety of issues that affect
customer satisfaction, including cleanliness of stores,
store traffic, website ease of use, service quality (staff
friendliness, checkout times, delivery, payment, etc.), and
range of products available;
• loyalty programmes: the Group’s brands have established
loyalty programmes to improve customers’ satisfaction
and monitor their needs. They are a key tool in meeting
expectations, giving loyal customers access to preferential
offers tailored to their shopping habits;
• on-site or focus group surveys to gauge perceptions of
product offerings, service and customer experience;
• satisfaction metrics using NPS (Net Promoter Score) and
CSAT (Customer Satisfaction) indexes and direct customer
feedback. These satisfaction metrics are available to
stores in real time;
• monthly reports on results issued to Group managers,
enabling them to monitor the results of actions implemented.
These measures are run in compliance with the Group
RGPD system as detailed in the "Governance" section under
"Business conduct (G1)" in this document.
If necessary, the Group calls on mediation, through Fevad
(e-commerce federation) and FCD (trade federation).
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3.1.3.4.2
Access to products and services
Description of the policy related to access
to products and services
In line with the Group's business model and the “Renouveau
2028” plan presented in November 2024, convenience in all
its forms is a cornerstone of Casino Group’s strategy.
Through its convenience retail activities and local reach, the
Group’s everyday work consists in ensuring that as many
people as possible have access to products and services.
Actions and resources related to access to products
and services
Casino Group is committed to meeting the needs of all
consumers by ensuring optimum accessibility to its products
and services. There are several sides to this commitment:
1.
geographical accessibility. Casino Group facilitates
access to its products through tight-mesh nationwide
coverage, in both urban and rural areas, right down to
regions with few or no other local amenities;
2.
economic accessibility. The Group offers different
product ranges to ensure its products and services are
affordable across a broad cross-section of the public.
This diversity, spanning budget to premium ranges,
and food to non-food products, ensures wide customer
coverage, from the most modest to the most demanding.
Brand loyalty programmes also provide access to
special offers and discounts to strengthen customer
loyalty while offering competitive prices. The Group's
support for food aid helps to address the needs of the
most vulnerable sections of the population;
3.
physical accessibility. For customers who cannot or do
not wish to travel to do their shopping, ready access to
all our products is ensured by the Group's local reach,
even in rural areas, and the availability of alternative
retail channels (omnichannel) and services (quick
commerce, home delivery, click and collect). In late
2024, Casino also launched a "nomad grocery" concept,
with vans offering more than 350 products (Casino and
major-brand products) in a dozen rural towns. The aim
is to gradually extend this to the 20,000 French
localities that have no stores;
4.
accessibility for people with reduced mobility. Specific
systems are used to facilitate access to stores and improve
the customer experience for people with disabilities:
• store layouts making it easier to get around the shelves,
• training and awareness-raising for employees, in
partnership with specialist organisations, including an
introduction to sign language,
• "quiet hours" in several Monoprix and Monop’ stores
during the 2024 Olympic Games, to provide a more
comfortable experience and sensory accessibility for
people with autistic disorders;
5.
access to specific products. Casino Group is also adapting
its offering to meet customer needs and preferences in
terms of responsible and healthy consumption:
• food and non-food products that are environmentally
friendly, organically grown, agroecologically produced,
reconditioned, local, etc. (see the "Environment" section,
"Climate change (E1)" for details on the Group's
responsible food offering),
• fair-trade products, which guarantee a fair price for
producers,
• vegan and vegetarian products,
• products that meet animal welfare criteria. The related
policy is set out in section 3.1.4 "Governance", paragraph
1.5 "Animal welfare",
• products that meet specific nutritional needs, in
particular through the development of product ranges
compatible with the nutritions of infants and young
child, gluten-free products, and low-sugar and low-
salt products.
Objectives related to access to products and services
Target setting on access to products and services is not
applicable.
3.1.3.4.3
Access to quality information
Description of the policy related to access
to quality information
Casino Group guarantees access to quality information
regarding its activities for its customers and consumers, on
supply chain traceability and on the composition, origin
and sustainability of its products.
The strategy for meeting this challenge covers several key
aspects on ensuring transparency for consumers:
• compliance with legal requirements: the sale of certain
products requires the provision (in-store or on-package)
of regulated information on product composition and use;
• development of voluntary initiatives to inform consumers
and guide choices towards healthier, more responsible
consumption.
Actions and resources related to access
to quality information
As well as providing the compulsory product information
(name, composition, storage conditions, identification and
address of the source, nutritional value for food products,
etc.), the Group also ensures that the products sold are
correctly labelled, in accordance with French and European
standards and consistent with environmental claims
(ecolabels, organic certifications, etc.).
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The Group runs a number of voluntary initiatives to broaden
consumer information, on:
• product nutritional qualities and health impact. The
Casino and Franprix brands now display Nutri-Scores on
all private-label products. This colour-coded label classifies
products in five categories from A (the most nutritionally
favourable) to E (the least). The rating takes into account
the product content in nutrients and foods to be favoured
(fibre, protein, fruit and vegetables) and those to be limited
(calories, saturated fatty acids, sugars and salt). Compliant
with regulations, labels on private-label food products
also include nutrition information on energy value and
the content of protein, carbohydrates, sugar, fats, saturated
fatty acids, dietary fibre and salt. At their own initiative,
Group brands display these labels on their private-label
products that are not subject to regulations. Regulations
also require the lists of ingredients on product labels to
include clear indications on the presence of allergens. In
addition, the Group also includes information on the
origin of milk and meat;
• animal welfare. With a view to offering products are more
respectful of animal welfare, in December 2018 Casino
Group co-created an “animal welfare” label (see section
3.1.4 "Governance", paragraph 1.5 "Animal welfare"). The
initiative was spearheaded by three animal protection
NGOs: Fondation Droit Animal, Ethique et Sciences (LFDA),
Compassion In World Farming France (CIWF France) and
Œuvre d'Assistance aux Bêtes d'Abattoirs (OABA);
• lower-carbon products. Casino Group has been supporting
harmonised environmental labelling of food products
since 2007:
• in 2008, it introduced the Carbon Index, a carbon
labelling system for private-label products,
• then it launched the Environmental Index in 2011, and
the Environmental Impact label in 2016, working from
a public database, a national standards manual and
lifecycle assessments of the product’s carbon emission
and water pollution levels,
• in July 2017, Casino provided its processed food suppliers
with a free collaborative application, known as “Mieux
Produire”, that they can use to collect data and calculate
the environmental impact of their products,
• in 2020, the Group participated in the national trials
undertaken as part of France’s new Anti-waste and
Circular Economy Act (AGEC) by sharing data from
its Responsible Together application concerning issues
in its various supply chains,
• since 2021, the Naturalia, Franprix and Monoprix brands
have pledged to use the Planet-score calculated by the
Technical Institute of Organic Agriculture (ITAB), which
improves product lifecycle assessments with criteria
addressing climate, pesticides and biodiversity issues.
Objectives related to access to quality information
In 2025, the Group will set targets for the rollout of animal
welfare, nutrition and environmental labelling.
3.1.3.4.4
Consumer health
Description of the consumer health policy
Food and nutrition are leading public health issues and
major concerns in today’s society. The links between food
and the prevention or onset of certain diseases, such as
cardiovascular disease and cancer, are today scientifically
proven. Casino Group is therefore pursuing a product policy
combining safety, flavour, healthfulness, nutritional balance,
environmental stewardship and sensitivity to production
conditions.
The Group’s health and nutrition programme, initiated in
2003, capitalises on the experience and expertise it has
acquired since 1901, when the first Casino private-label
product was created:
• in 2008, the Group signed a charter of voluntary nutritional
progress commitments with the French Ministry of Health,
under the National Health and Nutrition Programme
(Programme National Nutrition Santé – PNNS);
• in 2010, the Group established a Health Committee that
meets three times a year to analyse data, the latest
scientific trends and consumer expectations in the field
of health. The Committee issues recommendations on
controversial ingredients such as aspartame, endocrine
disruptors, bisphenols and pesticides, and supports the
Group in developing special private-label product lines in
France, such as poultry raised without antibiotics and
frozen vegetables that are guaranteed to be free of
quantified pesticide residues.
Our five key objectives
1.
improving the nutritional profile of its products;
2.
eliminating controversial substances;
3.
developing product ranges for specific nutritional
requirements, such as baby food, gluten intolerance
and sugar-free products;
4.
promoting and expanding organic, pesticide-free and
antibiotic-free product lines;
5.
developing product ranges formulated with protein
alternatives to meat and dairy products, and promoting
the consumption of such plant-based alternatives, for a
more balanced diet.
Our specifications are based on strict criteria and standards
Casino Group policy applies strict criteria in its private-label
product specifications both for food products (GMO-free,
limited additives, no ionised ingredients, etc.) and for
household and health/beauty products (no parabens,
triclosan, etc.).
Non-food products, such as electronic equipment, toys and
chemicals, must meet European safety standards (CE marking,
compliance with REACH regulations for chemicals, etc.).
For example, to protect human health and the environment,
REACH regulations impose strict obligations on companies
regarding the chemical substances they manufacture
or import onto the European market. To comply, tests are
carried out before product reception to check that all
prohibited substances and substances of concern are
absent from the product, or below the thresholds where
applicable. If this is not the case, the goods will be rejected.
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In addition to these regulatory requirements, our specifications
set further requirements on product composition (prohibiting
certain PFAS or chemicals for example) and criteria to be
met throughout the manufacturing process. Suppliers are
bound by an obligation of result. At the start of production,
products are tested and self-checks conducted in our
warehouses, especially on new products, products on which
there have been previous problems, or specific sensitive
products (baby products, etc.).
Then to minimise factors of possible concern to consumers,
Casino Group gives preference to labels and methods
having a virtuous approach to health and safety issues.
For example, Oeko-Tex 100 checks textile products to ensure
they comply with the required limits on chemical substances
and micro-organisms.
Actions and resources related to consumer health
Improving the nutritional profile and ingredients
of private-label products
1.
improving nutritional value. Since 2008, the Group has
made major efforts to reduce the salt, sugar and fat
content of many products, in accordance with PNNS
(French national health and nutrition programme)
recommendations;
2.
eliminating controversial substances. To actively
contribute to the public debate on the connection
between food and health and respond to stakeholder
expectations, the Group has identified the controversial
substances present in its private-label brands in France
and undertaken to eliminate them as soon as possible.
This process addresses the need to fight against
chronic disorders (cardiovascular disease, obesity, etc.)
and attenuate the risks related to endocrine disruptors,
antibiotic resistance and allergens. The Group has
defined a set of core commitments that apply collectively
across its brands’ private labels concerning additives,
ingredients and other controversial substances. These
include 85 ingredients, additives or controversial substances
to avoid, reduce or eliminate in the production of
private-label food products. For example, Naturalia's
self-service cold meats range has been nitrite-free since
November 2024;
3.
GMO-free products. Since 1997, the Group has guaranteed
that the ingredients, additives and flavourings used in
its private-label products sold by its brands in France
are entirely GMO-free.
Organically farmed products, and products meeting
specific nutritional needs
In line with the PNNS recommendations, the Group’s
brands
are
developing
and
championing
innovative
farming initiatives that are beneficial for the environment,
farmers and consumer health. Casino brands offer a wide
range of certified organic products under the Monoprix Bio,
Franprix Bio and Casino Bio private-label products, and
through the Naturalia stores.
In addition to requiring suppliers to comply with nutritional
and health criteria for private-label products, Casino Group
markets several product ranges aligned with the nutritional
needs of certain consumers who require gluten-free,
sugar-free, lactose-free and other special diets. The Group
offers sugar-free and gluten-free products developed
in association with the French Diabetes Federation (FFD) and
Gluten Intolerance Association (AFDIAG). Naturalia stores,
in particular, run organic, gluten-free (AFDIAG), lactose-free
and no-added-salt product lines. In terms of clothing,
Monoprix offers a range of Oeko Tex® products. This label
guarantees that no dangerous substances such as lead,
CMR substances or fragrances are present in the material.
100% of baby bodysuits, baby jeans, bed linen, bathroom
linen and kitchen linen are Oeko Tex® certified.
Offering products from animals raised without antibiotics
The Monoprix brand offers a range of products from animals
raised without antibiotic treatment.
Casino Group avoids product sources that make routine use
of antibiotics for prophylaxis and metaphylaxis. Avoiding
the use of these treatments requires greater care and attention
for animals throughout their lives. This undertaking implies strict
respect for animal welfare, to avoid any need for treatment.
Casino Group brands offer customers several product lines
that do not use antibiotics during farming (salmon, sea
bass, sea bream and trout in the seafood section, along with
chicken, duck, veal, pork and cooked ham).
Developing product ranges formulated with protein
alternatives to meat and dairy products, and promoting
the consumption of such plant-based alternatives
The French National Health and Nutrition Programme
recommends that people limit their consumption of red
meat and increase the proportion of wholegrain cereals
and pulses. Some of the ways in which the Group is
responding are by developing the range of private-label
meat and dairy alternatives and providing consumers with
more detailed animal welfare information. Specifically, Casino
Group is developing vegetarian and vegetable-based
product lines to meet new consumer expectations, and is
running consumer awareness campaigns (see section 3.1.2
"Environment", paragraph 1 “Climate change”).
Objectives related to consumer health
As the Group's activities have only an indirect impact, no
quantitative targets on consumer health can be set, though
qualitative objectives have been set:
• improving the nutritional profile of its products;
• eliminating controversial substances;
• developing
product
ranges
for
specific
nutritional
requirements (baby food, gluten intolerance, sugar-free
products, etc.);
• promoting and expanding organic, pesticide-free and
antibiotic-free product lines;
• developing product ranges formulated with protein
alternatives to meat and dairy products, and promoting
the consumption of such plant-based alternatives, for a
more balanced diet.
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3.1.3.4.5
Personal safety
Description of the policy on personal safety
Product quality, safety and compliance are top priorities for
the Group, across every private-label product range. From
product specifications to store operations, an end-to-end
system ensures that the Group sells safe, healthy products
of the highest quality. The quality management system
operating throughout Casino Group is based on a specific
organisation and team expertise.
Actions and resources on personal safety
Casino Group ensures food safety through a rigorous
process of quality control and hygiene in its stores.
This commitment is based on internationally recognised
standards, starting with the IFS (International Featured
Standards), which set strict requirements on the safety and
quality of food products, and the GFSI (Global Food Safety
Initiative) benchmarking requirements on product safety
throughout the supply chain.
Casino Group's policy involves specific actions and control
mechanisms throughout the production and distribution
chain, including:
• rigorous specifications. For each private-label product,
exacting specifications are drawn up in collaboration with
suppliers. These specifications ensure that the supplier
delivers a product that complies both with applicable
legislation and the quality level expected by the brands in
terms of ingredients, packaging, taste and the origin and
traceability of the raw materials. These specifications,
which are contractually binding on both the Group and
the supplier, consist of descriptive technical data, compliance
statements and analysis reports. They provide a clear,
shared definition of the product upstream of its marketing;
• shared collaborative management tools. They are shared
with food manufacturers to convert specifications and
product tracking to electronic format;
• procedures and tools for traceability, withdrawal, recall
and crisis management, for all Group business units;
• audits and controls. The Group’s production sites are
audited on a regular basis, with particular emphasis on
health and safety risk management. In France, audits are
carried out in compliance with the Hazard Analysis Critical
Control Point (HACCP) principles. Supplier facilities that
have not been IFS-certified are regularly inspected to
ensure that they comply both with applicable legislation
and with Casino Group’s specific standards. The Group
aims to have all tier 1 suppliers involved in the production
of private-label products audited, either to an international
standard (IFS) or, where applicable, to the Group’s own
internal standard; Warehouses and stores undergo
inspections and audits to check goods and the
implementation of procedures;
• product quality controls conducted throughout the year;
• a regulatory monitoring system, which includes participation
in various working groups of the French Fédération du
Commerce et de la Distribution.
Objectives related to personal safety
There are no directly applicable quantitative targets related
to personal safety
3.1.3.4.6
Responsible marketing practices
Description of the policy related
to responsible marketing
As set out in the “Renouveau 2028” strategic plan presented
by the Group's Executive Committee in 2024, the Group is
moving towards profitable and responsible growth, with
commitments on responsible product offerings. Casino
Group believes that acting with integrity, fairness, honesty
and respect is crucial to sustainable performance. Responsible
marketing practices include ethics and good business
conduct, as detailed in section 3.1.4 "Governance", a human
resources policy that is caring and respectful of working
conditions and human rights in our direct operations
(see section 3.1.3 "Social", paragraph 1 "Casino Group and its
own workforce") and in our upstream and downstream
activities (see section 3.1.3 "Social", paragraph 2 "Workers in
the value chain"), transparency with regard to consumers
(see section 3.1.3 "Social", paragraph 4 "Customers and end-
users"), commitment to sustainable practices throughout
the value chain as outlined in section 3.1.2 "Environment".
In addition to these aspects of good business practices,
the Group applies responsible marketing practices through
its in-store product offering, which meets social and
environmental criteria, and through its practices to guide
consumers towards more responsible consumption (see
paragraphs above).
Actions and resources related to responsible marketing
Casino Group runs a number of initiatives to promote more
responsible consumption and ethical marketing. These include
promoting sustainable products, protecting children from
inappropriate advertising, and complying with regulations
on the sale of sensitive products.
Raising awareness and promoting more responsible products
The brands conducted awareness-raising actions, such as
Cdiscount, which stepped up the promotion of “more
responsible” products (less energy-consuming, more repairable,
reconditioned, third-party certified or Made in France), which
account for close to 25.2% of annual net sales. Through
Cdiscount.com and its programme on "more sustainable"
products, the brand aims to empower consumers in this
direction. In 2024, new criteria were added to this “more
sustainable”
programme:
“Made-to-order”
for
home
furnishings, “Refurbished in France”, “Epeat certified” for
high-tech products, and “Ecolabel certified” for DIY and
hygiene products. These products carry the “more sustainable”
label, so that customers can distinguish them clearly from
other products.
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Ethical marketing and child protection
The Group has introduced an ethical marketing approach
in advertising strategies reaching children under 16, to avoid
emphasis on inappropriate products. Children's overexposure
to advertising for foods that are too fatty, sugary or salty,
in transport, on television, on mobile phones, on social
networks and on the internet, can have consequences
in terms of increasing the risk of excess weight and obesity.
On this topic, the Monoprix brand has undertaken not to:
• purchase any television or radio space on programmes
aimed at under-16s;
• carry out any operations with influencers to promote
these products to under-16s.
In addition, the brand is reviewing the packaging of its
private-label products, removing any mascots or drawings
that might specifically attract children. This is in line with
WHO criteria, which aim to restrict marketing aimed at children
for products that are too fatty, too sweet or too salty.
Products prohibited for sale to under-18s
Casino Group rigorously applies French regulations on the
sale of alcohol, to protect public health and prevent the risks
involved in alcohol consumption. As a retailer, the Group
must comply with a series of requirements, such as prohibiting
sales to minors, obtaining appropriate licences, limiting sales
hours, responsible advertising, product labelling and employee
training. Any breach of these rules may result in sanctions,
ranging from fines to closure of the establishment. This
applies to online activities as well as stores.
An example of compliance here comes with Cdiscount’s
legal messages on pages for certain product categories,
particularly alcohol, reminding people that sales to minors
are prohibited.
Objectives related to responsible marketing
The Group is committed to achieving a 20% share of net
sales from “responsible” products (labelled organic, fair-
trade, or sustainable product practices such as PEFC, MSC)
by 2030.
As set out in the “Renouveau 2028” strategic plan presented
by the Group's Executive Committee in 2024, the Group is
moving towards profitable and responsible growth, with
commitments on responsible product offerings.
3.1.3.4.7
Privacy and data protection
Policies, actions and targets on privacy and data protection
are detailed in section 3.1.3 "Social", paragraphs 1.2 "Group
employee strategy" and 1.11 "Privacy and data protection".
3.1.4
Governance
The process for identifying the material impacts, risks and
opportunities related to the Group's governance forms part
of the Group's overall assessment under the double materiality
assessment (DMA) (see section 3.1.1 “General disclosures
relating to Casino Group’s Sustainability Statement”,
paragraph 4.1 “Description of the processes for identifying
and assessing material impacts, risks and opportunities”).
The double materiality exercise found that impact on the
workforce was a material issue for the Group (see section
3.1.1 “General disclosures relating to Casino Group’s
Sustainability Statement”).
3.1.4.1
Business conduct (G1)
3.1.4.1.1
Governance
The role of the administrative, management
and supervisory bodies
The Board of Directors is assisted by four Committees that
report to the Board: the Audit Committee, the Appointments
and Compensation Committee, the Strategy Committee
(created on 27 March 2024), and the Governance and Social
Responsibility Committee.
The role of the Group’s corporate governance bodies and
the activities of the Board and its Committees are described
in detail in the Corporate Governance Report in Chapter 5.
The Board of Directors
It sets the Group’s business strategy and oversees its
implementation, in line with its corporate interests, while
considering the social and environmental challenges of its
business. In all circumstances, it must act in the corporate
interest. Subject to powers expressly granted at shareholders’
meetings and within the limit of the Company’s corporate
purpose, it handles any matters relating to the Company’s
proper functioning and votes on the matters for which
it is responsible.
The members of the Board must collectively possess
the diverse knowledge, skills and experience necessary to
understand
the
Company's
activities,
its
social
and
environmental issues and its business environment, including
the key risks and opportunities it faces. This ensures that
the Board can effectively fulfil its duties with the required
competence and independence.
The diversity and complementarity of the mix of skills and
experience represented on the Board of Directors are
described in the Corporate Governance Report (Chapter 5).
The Board aims to maintain a diverse and complementary
range of skills and experience among its members and to
guarantee a balanced representation of men and women.
At 27 February 2025, the percentage of women on the
Board was 43%. Several Directors possess or have acquired
the necessary expertise in sustainability.
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In 2024, the Board of Directors ensured the integration and
training of its members. The new Board of Directors received
training on governance and changes in the legislative and
regulatory framework aimed at enabling members to better
analyse the implications of decisions taken by the Board of
Directors and the social and environmental challenges of its
activity, in order to define sustainability pathways and
objectives adapted to the Group and its challenges.
As a result, in 2024, two four-hour training sessions on
sustainability were organised by an external consultant on
two themes: governance and CSR; and the retail industry
and the environmental transition. The members’ attention
focused particularly on the legal framework regarding CSR/
sustainability, energy-climate issues, environmental matters
specific to mass retailing (food system, textiles, etc.), the main
macroeconomic issues of climate policies and the challenges
of sustainability reporting on environmental matters for Casino
Group (climate change, circular economy, biodiversity, etc.)
in light of the results of the double materiality assessment. This
cross-disciplinary training course enabled all Directors to
understand the challenges of implementing the CSRD
(Corporate Sustainability Reporting Directive), the new non-
financial reporting requirements and their impact on
corporate governance. During each of these training sessions,
time was set aside for discussions between the Directors and
the external consultant, particularly taking into account the
Group's financial restructuring and operational reorganisation.
The Audit Committee
It assists the Board of Directors in reviewing and approving
the annual and interim financial statements, and in dealing
with transactions, actions or events that are likely to have a
material impact on the position of the Company. It examines
the Company’s exposure to financial and non-financial risks.
To this end, it draws on the work of the Governance and Social
Responsibility Committee, which monitors and oversees
issues relating to the preparation and verification of
sustainability information, and reviews non-financial risks,
in particular with regard to the implementation of the CSRD.
In 2024, during a joint meeting with the Governance and
Social Responsibility Committee, attended by the Chairman
of the Board of Directors, the Director of Communications,
Public Affairs and CSR and the CSR Director, the members
of the Audit Committee reviewed the methodology and
results of the double materiality assessment carried out in
accordance with the CSRD, as presented by the CSR Director,
and were informed of the work carried out by the Statutory
Auditor responsible for certifying the sustainability information.
The Governance and Social Responsibility Committee
It reviews, in connection with Casino Group’s strategy, the
Group’s commitments and policies in the area of corporate
ethical and social, environmental and societal responsibility,
and more broadly non-financial matters, the application
and implementation of such policies and the results thereof,
and expresses any opinion or makes any recommendation
to the Board of Directors.
Together with the Audit Committee, it ensures that there
are systems for identifying and managing the principal risks
relating to such subjects and for ensuring compliance with
applicable laws and regulations (particularly the prevention
and detection of corruption and influence peddling).
It is responsible for monitoring issues related to the
preparation and certification of sustainability information
with regard to the duties mentioned in points 1, 2, 3, 4 and 7
of section II of Article L. 821-67 of the French Commercial
Code. As part of its role, this Committee:
• monitors the preparation of sustainability information;
• monitors the effectiveness of the internal control and risk
management systems, as well as the effectiveness of
internal auditing, if applicable, regarding procedures
applicable to the preparation and processing of sustainability
information;
• monitors the completion of duties by the Statutory
Auditor and the certification of sustainability information;
• reports to the Board of Directors on the results of the
review to certify sustainability information and on the way
in which these engagements contributed to improving
the soundness of the sustainability information;
• reports on the role the Committee played throughout
this process. It must also inform the Board as soon as
possible regarding any problems it encounters.
The Governance and Social Responsibility Committee also
reviews:
• reporting procedures relating to non-financial information
and key non-financial performance metrics used and
analyses the Group’s participation in non-financial indices;
• the information disclosed annually in the management
report in respect of non-financial sustainability information
pursuant to applicable legal requirements and provides
its observations prior to approval thereof by the Board
of Directors. More generally, it is informed of the non-
financial information provided by the Company;
• the gender balance and professional equality policy in
preparation for the annual discussion of this matter
by the Board of Directors, as provided in Article L. 225-37-1
of the French Commercial Code;
• the objectives proposed by Management concerning
gender diversity in management bodies. It reviews the
procedures for implementing these objectives, along with
the accompanying action plan and time frame. Every
year, it also reviews the results obtained, presented to it
by Management.
In the last quarter of 2024, the members of the Governance
and Social Responsibility Committee and the Audit Committee
held a joint session to review the methodology and results
of the double materiality assessment, and received a
detailed presentation from the Statutory Auditor responsible
certifying the sustainability information on how it carried
out its verification work on the sustainability and Taxonomy
information. Further details are available in the Corporate
Governance Report (Chapter 5).
It also contributes, alongside the Appointments and
Compensation Committee, to discussions on proposed
integration of CSR criteria into the executive corporate
officer’s compensation in line with the commitments and
policies defined.
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The Appointments and Compensation Committee
Its main tasks include selecting new Directors for election
or Directors for re-election, examining the composition of
the Committees of the Board of Directors, periodically
reviewing the independence of the Directors (based on
the criteria set by the Governance and Social Responsibility
Committee), regularly examining the human capital
development and succession plan. It determined the Chief
Executive Officer’s compensation based on CSR criteria
reflecting the most important social and environmental
issues
for
the
Company
in
coordination
with
the
Governance and Social Responsibility Committee.
The Executive Committee
It is responsible for strategic thinking, as well as coordinating,
sharing, and monitoring cross-functional projects, including
on societal and environmental issues. It ensures that action
plans are consistent and, in this area, can make any necessary
decisions. It monitors the Group’s results, financial ratios,
financial and non-financial performance indicators, and
draws up the Group’s overall business plans. The Committee
meets once a month.
The Ethics Committee
The Ethics Committee oversees the anti-corruption compliance
programme at Casino Group level including its implementation
at the subsidiary level, which is charged with its execution.
It meets regularly several times a year.
Its main role is to:
• define the content of and update the Group’s Ethics
Charter and Code of Ethics and Conduct;
• ensure the implementation of ethics and business conduct
compliance programmes and related procedures;
• make decisions on the implementation of compliance
programmes, particularly in the event of reported difficulties,
and alert Casino Group’s Management if necessary;
• define and review the performance metrics associated
with the implementation of compliance programmes.
3.1.4.1.2
Corporate culture
Corporate governance policies
The Group's new strategic plan aims to develop a stronger
shared corporate culture and improve consistency in practices.
In this way, it strengthens the control of our material impacts,
risks and opportunities. The structure in shared service
centres or pooled functions automatically reduces the number
of processes and speeds up convergence towards unified,
better controlled processes.
The transformation initiated by the Group has turned out to
be an opportunity to reiterate the values and behaviours
that apply to everyone, and to test the effectiveness of our
control systems. In fact, Casino Group believes that acting
with integrity, fairness, honesty and kindness represents a
crucial component of sustainable performance. The Group
reaffirms its ethical principles with stakeholders in the
Group Ethics Charter, the Code of Ethics and Business
Conduct and the Supplier Ethics Charter.
As the cornerstone of the corporate culture, the Code of
Ethics and Conduct, applied within Casino Group, lays
down the rules of conduct and ethical obligations by which
all members of personnel must abide at all times in their
daily work. Each employee is expected to act in strict
compliance with laws and regulations, to be fair and
honest, and to behave with exemplary professional ethics.
The Code of Ethics and Conduct sets out Casino Group’s
policy on business ethics and individual behaviour. It is
applicable to all employees, managers and Directors of
Casino Group companies. It describes the values that are
central to Casino Group’s culture: legal and regulatory
compliance, integrity, loyalty, transparency, honesty and
respect for others.
Whistleblowing mechanisms and tools
The Group has put in place a number of mechanisms to
identify, report and investigate concerns about behaviour
that is illegal or contrary to its Code of Conduct, similar
ethical rules, corporate values and the corporate culture:
• in accordance with France’s Sapin II law, a whistleblowing
system has been set up within the Group. Communication
about this system is mainly via the intranet and
information boards. Any employee who is aware of a
situation or behaviour that conflicts with the Code can
use the system to report the incident to the Ethics Officer
as soon as possible, using a confidential email address
available 24/7. External stakeholders can also use this
whistleblowing system. This means that any customer,
supplier, shareholder or other third party with a commercial
or other form of contractual relationship with the Group
can confidentially report acts that could breach the
principles of integrity, transparency, dignity or equality,
i.e., essential values of the Group's corporate culture. The
system is promoted through various internal and external
communication channels;
• in accordance with France’s duty of care law, a whistleblower
hotline was created by the Group, which is available to all
stakeholders (see section 3.2 “Duty of Care Plan”,
paragraph 3.2.7 “Duty of care alerts”);
• as part of the Group’s anti-discrimination policy, another
hotline was set up (see section 3.1.3 “Social”, paragraph 1.2
“Group employee strategy”) and a network of “sexual
harassment officers” was deployed across the Group.
These officers have been trained on how to respond to
and deal with alerts. Employees who are victims or witnesses
of sexual harassment can alert the officers using a dedicated
email address;
• a “contact” section is available on the Group's corporate
website, where the parties concerned can report any
incidents or provide needed information.
This feedback is used to evaluate and assess the corporate
culture.
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Sustainability Statement
The Group's corporate governance bodies are informed
anonymously of any breaches of the Group's ethical
commitments. The Casino Group Ethics Officer reports to
the Governance and Social Responsibility Committee and
the Audit Committee every six months on the policies and
action plans implemented.
3.1.4.1.3
Corruption
Anti-corruption policies
As a signatory of the United Nations Global Compact since
2009 and through its compliance programme, Casino
Group affirms its commitment to preventing and combating
corruption and complying with principles of transparency,
good governance and more broadly with national and
international laws.
The Group condemns corruption in all its forms and works
steadfastly to ensure that its employees are committed to
upholding this principle. It has made a firm commitment to
comply strictly with anti-corruption regulations, to implement
training and awareness-raising actions, to pursue a process
of continuous improvement in the identification and
prevention of corruption risks and to sanction improper or
non-compliant practices.
The Group's anti-corruption policy is aimed at both internal
and external stakeholders, in particular the Group's business
partners and public authorities.
Actions and resources (corruption)
The anti-corruption policy is implemented through a number
of actions, tools and specific governance. In accordance
with the Sapin II law, Casino Group has set up a comprehensive
system for identifying corruption risks, implementing
prevention policies, deploying whistleblowing processes, and
more. This policy is built on a set of documents (i.e., Group
Ethics Charter, Code of Ethics and Conduct, and Supplier
Ethics Charter) and a governance framework:
• the Group Ethics Charter states that Casino Group prohibits
all forms of corruption and illicit business practices;
• the Code of Ethics and Conduct states that any form of
corruption must be rejected and that the Group wishes to
promote practices of integrity and transparency. Its aim
is to implement a process that will continuously improve
how corruption is identified and prevented, primarily
through training and awareness initiatives, as well as to
sanction improper or non-compliant practices. It stipulates
that facilitating payments constitute a form of bribery
and are recognised as such in most countries. The Group
strictly prohibits these payments. It also explains concrete
cases of private corruption (gifts and invitations, public
officials, facilitating payments), third party due diligence,
use of intermediaries, sponsorship, purchase or sale of
assets, additional due diligence, warning signs and points
to watch. Internal stakeholders have access to the Code of
Ethics and Conduct, as it is incorporated into the Internal
Rules and employment contracts. The Code is also explained
in training sessions and can be found on the Group's
intranet. External stakeholders have access to this Code
via a dedicated section on the Group's corporate website
(https://www.groupe-casino.fr/ethique-et-conformite/)
or, for suppliers, via a contractual clause;
• the Supplier Ethics Charter defines the standards that
apply under all circumstances within Casino Group’s
supply chain and its subsidiaries to guarantee that the
business ties with the supplier are free from any
manipulation, active or passive corruption, extortion or
embezzlement or, more generally, of any illicit practice.
Together with the Audit Committee, it ensures that there
are systems for identifying and managing the principal
risks relating to such subjects and for ensuring compliance
with applicable laws and regulations (particularly the
prevention and detection of corruption and influence
peddling).
The governance of anti-corruption compliance clearly
defines the responsibilities of the various stakeholders
involved in its design, deployment and monitoring.
1.
Casino Group's anti-corruption commitment is driven
at the highest level of the Group, by its executive
management.
2.
The anti-corruption organisation is supervised by the
Group’s Board of Directors: together with the Audit
Committee, it ensures that there are systems for
identifying and managing the principal risks and for
ensuring compliance with applicable laws and regulations
(particularly the prevention and detection of corruption
and influence peddling). It also oversees the implementation
of anti-corruption procedures and guidelines within
Casino Group.
3.
A Group Ethics Committee ensures that the anti-corruption
policy is disseminated throughout Casino Group's
management and incorporated into day-to-day practices.
Its main role is to:
• define the content of and update the Group's Ethics
Charter and Code of Ethics and Conduct,
• ensure the implementation of ethics and business
conduct
compliance
programmes
and
related
procedures,
• make decisions on the implementation of compliance
programmes, particularly in the event of reported
difficulties, and alert the Casino Group's Management
if necessary,
• define and review the performance metrics associated
with the implementation of compliance programmes.
4.
The Group Compliance department is responsible for
monitoring the implementation of Casino Group's anti-
corruption compliance programme and reporting to
the Group Ethics Committee.
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5.
The Group Ethics Officer also coordinates a network of
ethics officers, which are active in each of the Group’s
brands. The Lead Ethics Officer ensures that the anti-
corruption programme defined by the Group Ethics
Committee is implemented within their entity. As a
facilitator and leader, the Lead Ethics Officer helps to
prevent corruption risk by encouraging professional
practices in line with the Group's commitments.
6.
Casino Group executives are responsible for distributing
the anti-corruption compliance programme to their
employees and ensuring they adhere to it. Each year,
executives formally sign a commitment statement to
this effect.
The mechanisms described in section 1.2 “Corporate
culture” above provide ways for internal and external
stakeholders to report policy breaches.
Any question or concern submitted via the procedure for
collecting and processing whistleblower reports will be
handled confidentially, with no threat of disciplinary action.
The Ethics Officer collects details from the whistleblower
confidentially, to ensure that the reported allegations are
founded and in good faith.
When processing reports, the Lead Ethics Officer must act
independently, objectively and impartially. The Officer must
keep all such reports strictly confidential and inform anyone
involved in the investigation and verification procedures
initiated following an alert that such confidentiality extends
to them as well. The Lead Ethics Officer must also ensure
that the identity of the whistleblower remains confidential
at all times. That is why a secure email address is provided
for employees to share their reports. In addition, the Lead
Ethics Officer must open a dedicated electronic file on a
secure server enforced by a password that must be
renewed regularly. Any printed documents must be kept in
a locked cabinet.
The identity of employee whistleblowers remains confidential
at all times unless the employee has given prior approval
otherwise in writing. Employees have the right to access
and modify their personal data, in accordance with applicable
regulations. No retaliatory, and in particular disciplinary
or discriminatory, action may be taken against an employee
for having reported, in good faith, any irregularities
or misconduct, and/or for having disclosed facts as part of
an internal or external enquiry, hearing, legal proceedings
or request for legal, administrative or regulatory information
regarding any potential irregularities or misconduct. The
individual is therefore guaranteed whistleblower protection
if in compliance with the terms and conditions set out in
the above procedure for collecting and processing
whistleblowing reports.
Incidents of corruption are detected via the reporting
channels created for this purpose.
Casino Group has zero tolerance for corruption. In accordance
with the Sapin II law, the Code of Ethics and Conduct is
incorporated into the Internal Rules of Group entities.
In cases of misconduct involving an employee, the sanctions
provided for in the disciplinary system will be applied.
Lastly, Casino Group has deployed a full range of systems
and procedures to protect the whistleblower's personal data.
The Code for Ethics Officers sets out the procedures for
processing a report:
1.
respect for confidentiality and the presumption of
innocence;
2.
preliminary assessment to establish whether to perform
internal verification procedures and/or further investigation;
3.
verification procedures (collection of relevant documents
and evidence; interviews with the whistleblower, witnesses
or victims of the events reported; critical analysis of
facts and evidence; assistance from third parties).
A Group-wide training plan
To prevent incidents of corruption, the Group has set up a
comprehensive anti-corruption prevention programme,
including a corruption risk map, new procedures to be
implemented,
employee
awareness
training,
internal
communication initiatives and employee statements/
contributions to test their knowledge of the system and
remind them of the importance of sharing any doubts or
reports of unethical behaviour with the Lead Ethics Officer.
A key component is Casino Group’s awareness and training
programme, which is deployed across all its entities and
includes:
• online launch of training modules, which includes an
assessment of how well employees understand the
system, via a questionnaire on the following topics:
• anti-corruption,
• the procedure for reporting alerts,
• the management of conflicts of interest,
• gifts and invitations policy;
• an in-person training session for each entity’s Executive
Committee and Management Committee led by the Group
Ethics Officer, in the presence of the entity ethics officer;
• participation by the Ethics Officer in the Management
and Executive Committee meetings;
• awareness-raising for all employees by displaying information
on all administrative sites setting out the principles of the
Code of Ethics and Conduct, internal communication
campaigns, and distributing messages via intranets;
• the presentation of results of corruption risk mapping
and Sapin II audits to the Executive and Management
Committees of the entities in question, in the presence of
the corresponding Ethics Officers.
By getting all its employees involved, Casino Group aims to
identify areas of risk and situations in which employees
might feel uncomfortable, so that the Group can provide
them with tools to reduce their exposure to these risks.
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Sustainability Statement
Functions most at risk
The functions most at risk mainly include managers and
staff from the following departments: Executive Management,
Expansion Development Franchising, Purchasing (direct
and indirect) and Retail Partnerships and Development
Projects (including Real Estate – International).
Prior to organising any in-person training session reserved
for the functions most at risk, the HR department and the
Lead Ethics Officer of the entity concerned work together
to identify the employees most at risk within that entity.
Metrics
All of the at-risk functions are covered by the training
programme – digital for all employees and in-person for
those most at risk.
The Group has rolled out an action plan and set aside
resources to manage its material impacts, risks and
opportunities related to corruption and bribery. This plan
includes:
• monitoring initiatives and anti-corruption matters through
a Group Ethics Committee made up of Group management
representatives;
• coordinating the network of Lead Ethics Officers from the
subsidiaries concerned;
• reviewing and updating the risk map and resulting action
plans at the level of the business units concerned;
• rolling out the training programme and awareness
sessions for employees, including senior management
and operational managers;
• reviewing and updating the Code of Ethics and Conduct
and related policies and procedures, including the gifts
and invitations policy;
• redesigning the procedure for collecting whistleblower
reports;
• reviewing and updating third-party due diligence measures
and categories of at-risk third parties;
• reviewing and updating the inspection and audit
programmes implemented, including internal controls
and audit campaigns.
2024 Report
• no convictions for violation of anti-corruption or anti-
bribery laws in 2024;
• a confirmed incident of private corruption was postponed
until 2024. This incident led to disciplinary action and a
criminal complaint;
• no confirmed incidents in 2024 relating to contracts with
business partners that were terminated or not renewed
due to violations related to corruption.
The Group does not make any financial contributions for
political purposes.
It acts in accordance with the OECD Principles for
Transparency and Integrity in Lobbying, and in line with the
commitments set out in its Ethics Charter. As such, it
ensures
compliance
with
national
and
international
standards, laws and principles, including the fight against
corruption. It should be noted that the Group is not
involved in lobbying activities.
3.1.4.1.4
Management of relationships with
suppliers including payment practices
Policies on the management of relationships
with suppliers including payment practices
The policy aims to establish lasting relationships, particularly
with the Group’s strategic suppliers, and to ensure quality of
service and compliance with legal rules and the Group's
values. It is steered by the Group Purchasing department,
represented on the company's Executive Committee, and
implemented by each of the Group's entities.
Terms and conditions of commercial negotiations
The terms and conditions for commercial negotiations are
defined by the French Commercial Code and have been
amended under the various versions of the EGAlim law.
Aimed at guaranteeing better remuneration for farmers,
this legislation sets rules for taking into account the price of
agricultural products and requires renegotiation of prices if
there is an increase in the cost of agricultural raw materials.
A code of best practices for commercial relations
Through the French Trade and Retail Federation (FCD), a
federation of major food and specialist retailers, the Group is
a partner of the Fédération des entreprises et entrepreneurs
de France (FEEF), a federation of retail sector suppliers.
An agreement between the two federations includes a code
of best practices for terminating commercial relations.
Terms of payment and invoicing
The Group refers to the French Commercial Code (L. 441-10),
which defines payment terms and conditions to protect
suppliers, including SMEs, and sets late-payment penalties.
These terms and conditions are stipulated in the supplier
agreement.
In addition, to meet its regulatory obligations, the Group
has launched an internal project concerning the transmission
of invoices and their life cycle that will, as of 2026, facilitate
and reduce invoice processing times. For example, large
and medium-sized suppliers will be required to submit
their invoices by electronic means exclusively. Very small,
small and other medium-sized suppliers will have to switch
to electronic invoicing in 2027.
Suppliers can send any questions about their relationship
with the Group and invoice payments via one of several
channels available:
• two exchange platforms are provided for suppliers – one
platform for overheads and one for goods. Complaints are
handled by special teams;
• general email addresses (creditmanager@groupe-casino.fr,
help.portail@groupe-casino.fr, RECLAMATIONFGX@
groupe-casino.fr) also provide a simple solution for
recurring contact with suppliers.
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Sustainability Statement
Fraud management
The Group is currently implementing Trustpair to reduce
the risk of wire transfer fraud. This system protects parties
on both sides and is essential, considering that most
payments are made by wire transfer.
Suppliers can report any fraudulent practices via the
supplier platforms or the Group’s alert system using the
email address contact75vgl@deontologue.com. This address
can be found in the Supplier Ethics Charter, which is
incorporated into the supplier agreement, or on the Group's
corporate website.
Management of relationships with suppliers
The Group's policy on managing the social and environmental
risks related to its value chain meets its obligation under
French law No. 2017-399 of 27 March 2017 on the Duty of Care.
This policy aims to identify and reduce the social and
environmental risks related to the Group's supply chain.
To achieve that, several actions have been taken:
• since 2017, a Duty of Care Committee has been responsible
for ensuring implementation of the Duty of Care Plan;
• several tools are available to identify and assess risks of
serious violations of human rights and fundamental
freedoms, serious harm to the health and safety of persons,
and serious damage to the environment resulting from
the operations of (i) the company; (ii) the companies it
controls; or (iii) subcontractors or suppliers with which the
company has an ongoing business relationship, when
such operations are part of said relationship;
• a Supplier Ethics Charter, which is applicable across the
entire supply chain, reaffirms the Group’s commitment to
stakeholders. It promotes responsible retailing, in particular
by banning all illegal practices in business relations and
requiring compliance with applicable laws, principles,
international and national standards and regulations in
force, as well as the Group’s anti-corruption policies. It also
guarantees respect for human rights (prohibition of child
labour, prohibition of forced labour, fight against
discrimination and abuse, freedom of association, legal
minimum wage, etc.), occupational health and safety,
environmental protection by optimising the use of
natural resources, waste management, the fight against
deforestation and pollution, etc.;
• an alert mechanism is in place to report potential violations;
• the Group maintains dialogue with all stakeholders, including
non-governmental organisations and public authorities,
to improve the identification of serious risks of human
rights and environmental violations in the supply chain.
As such, it engages with its peers and associations, for
example by participating in working groups on soy and
tuna, led by the Earthworm Foundation.
As part of its ethics policy, the Group has defined rules for
selecting suppliers that manufacture private-label products
in at-risk countries (see paragraphs 3 “Risk mapping” and
5 “Measures to assess, prevent and mitigate risks related to
suppliers
of
private-label
products
manufactured
in
countries at risk” in section 3.2 “Duty of Care Plan”)
In addition, social and environmental criteria are taken into
account in selecting suppliers of products for the Group's
responsible product range – such as organic, fair trade,
agroecology and responsible fishing products. Animal welfare
criteria are also part of the selection process for certain
suppliers. In fact, the Group spearheaded the creation of animal
welfare labelling (see section 1.5 "Animal welfare" below).
Payment practices – metrics
Payment terms are governed by regulations. The standard
payment terms by main category of suppliers are:
• non-food products: 45 days end of month/60 days;
• food products:
• perishables: 30 days net. Exceptions apply to alcohol,
30 days end of month, and meat, 20 days net,
• non-perishables: 60 days net;
• freight transport of goods: no more than 30 days from the
date of issue of the invoice.
To date, the Group is aware of one current legal dispute
relating to payment terms.
3.1.4.1.5
Animal welfare
Policies with respect to animal welfare
The Group’s approach to animal welfare is part of an inclusive
dynamic of innovation and progress, involving all of the
stakeholders concerned:
• upstream – The Group is committed to fostering
constructive dialogue with cattle ranchers, cooperatives
and slaughterhouses, with the aim of continuously
improving their practices;
• animal rights stakeholders – The Group is supported by
such partner NGOs as La Fondation Droit Animal (LFDA),
Compassion in World Farming France (CIWF France) and
Œuvre d’Assistance aux Bêtes d’Abattoirs (OABA);
• veterinarians and animal welfare scientists – The Group
relies on experts to guide it in addressing animal welfare
issues more effectively across the supply chain;
• consumers – Casino Group is totally dedicated to offering
quality products and strives to keep shoppers better
informed about animal welfare issues, an essential
component of quality, in particular through the animal
welfare labels that have been displayed in stores since
December 2018;
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Sustainability Statement
• stores – Casino Group's different brand stores participate
in showcasing products sourced from more animal-
friendly production chains;
• Group employees – The Group places emphasis on
raising employee awareness of animal welfare issues.
An e-learning module to raise awareness on animal welfare
issues has been available to employees since 2020.
A policy based on the five fundamental freedoms
established by the Farm Animal Welfare Council
In deploying its animal welfare policies, Casino Group
upholds the five fundamental freedoms established by the
Farm Animal Welfare Council and accepted as the baseline
in this area. This policy provides a framework for livestock
farming practices.
In the case of its private-label products in France, Casino
Group has pledged to:
1.
define the minimum animal welfare standards applicable
to its private-label products during the husbandry,
transport and slaughtering phases of the meat, eggs,
milk and fish production chains;
2.
define action plans for different production chains to
gradually improve animal welfare in each: meat, eggs,
milk and fish;
3.
increase the number of products that are animal-
welfare friendly;
4.
improve the supplier audit procedure concerning animal
welfare, starting with the inspection of slaughtering
conditions in the meat production chain;
5.
improve consumer information by developing and
supporting animal-welfare labelling in the stores and
by helping to roll out a standardised national animal
welfare labelling system in France. The use of antibiotics
to promote growth is prohibited, in accordance with
the regulations in force.
Casino Group’s policy for animal welfare has been updated
and published under the CSR Commitments – Produce
better – Animal welfare section of its website, at
www.groupe-casino.fr/en. The commitments listed in the
animal welfare policy are an integral part of supplier
specifications.
The
Group
pays
careful
attention
to
stakeholder reports, particularly from NGOs, which alert it to
animal welfare violations in certain sectors.
Customers and other stakeholders can use any of the several
channels available to report incidents: by post to customer
service, online, by telephone, via the ethics email address or
the contact section of the Group's corporate website.
A policy led by a multidisciplinary team for a cross-
functional commitment
In France, the animal welfare policy is steered and rolled out
by a multidisciplinary team involving all the stakeholders
concerned: the Corporate Social Responsibility (CSR)
department, the Quality department, the relevant Purchasing
departments and Marketing.
This multidisciplinary team is responsible for coordinating
operational deployment of the policy, monitoring developments
and benchmarking performance, defining key animal
welfare performance indicators, regularly tracking progress,
capitalising on observed best practices, and defining
improvement action plans.
Animal welfare labelling: a pioneering initiative launched
by Casino Group
The Group spearheaded the creation of the animal welfare
label in collaboration with three recognised animal
rights organisations. The objective is to contribute to the
development of standardised animal welfare labelling
in France. The labels were initially prepared for broiler
chickens. The first labelled products appeared in stores in
December 2018. At the beginning of 2020, the programme
was
extended
to
other
distributors
and
producers.
Additional details about the programme may be found at
http://www.etiquettebienetreanimal.fr. In this way, the
Group hopes to encourage consumers to choose the most
welfare-friendly products.
Casino, the first retailer to take action to improve
the farming conditions of egg laying hens
It was the first retailer in France to announce that it would
stop selling eggs from caged hens, making some of the
industry’s most ambitious commitments. In line with its
commitment, since January 2020, none of the eggs sold in
the stores in France have come from caged hens.
Lastly, the Group is sensitive to animal welfare along the
boiler chicken supply chain and signed up to the Better
Chicken Commitment, which aims to significantly improve
the rearing and slaughtering conditions for all broilers
(lower densities, slower‑growing strains, enhancing the
environment with perches, natural light in livestock
buildings, more humane slaughtering methods, etc.).
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3.1.5
Cross-reference tables
Topics
Paragraph
SUSTAINABILITY STATEMENT
3.1
GENERAL DISCLOSURES RELATING TO CASINO GROUP’S SUSTAINABILITY STATEMENT (ESRS 2)
3.1.1
Basis for preparation of the Sustainability Statement
1
First-time application note
1.1
Scope
1.2
Time horizons
1.3
Estimations, uncertainties and methodological clarifications
1.4
Missing data for the reporting year
1.5
Incorporation by reference
1.6
Governance
2
The role of the administrative, management and supervisory bodies
2.1
Information provided to and sustainability matters addressed by the Group’s administrative, management
and supervisory bodies
2.2
Integration of sustainability-related performance in incentive schemes
2.3
Statement on due diligence
2.4
Risk management and internal controls for sustainability reporting
2.5
Strategy
3
Strategy, business model and value chain
3.1
Stakeholder consultation
3.2
Interaction between IROs and the Group’s strategy and business model
3.3
Impact, risk and opportunity management
4
Description of the processes to identify and assess material impacts, risks and opportunities
4.1
Disclosure requirements in ESRS covered by the undertaking’s sustainability statement
4.2
ENVIRONMENT
3.1.2
Climate change – E1
1
Climate change strategy
1.1
Description of the climate change policy
1.2
Actions and resources related to climate change
1.3
Objectives related to climate change
1.4
Climate change metrics
1.5
Pollution – E2
2
Description of the policy related to water pollution
2.1
Actions and resources related to water pollution
2.2
Objectives related to water pollution
2.3
Water pollution metrics
2.4
Water and marine resources – E3
3
Description of the policy related to water and marine resources
3.1
Actions and resources related to water and marine resources
3.2
Objectives related to water and marine resources
3.3
Water and marine resources metrics
3.4
Biodiversity and ecosystems – E4
4
Description of the strategy
4.1
Description of the policy related to biodiversity and ecosystems
4.2
Actions and resources related to biodiversity and ecosystems
4.3
Objectives related to biodiversity and ecosystem
4.4
Biodiversity and ecosystem metrics
4.5
Resouce use and circular economy – E5
5
Description of the policy related to resource use and the circular economy
5.1
Actions and resources related to resource use and the circular economy
5.2
Objectives related to resource use and circular economy
5.3
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Topics
Paragraph
Resource use and circular economy metrics
5.4
Details of waste management methodology
6
Taxonomy note
7
Background
7.1
Evaluation and methodology
7.2
Methodology for Taxonomy key performance indicators (KPIs)
7.3
Results
7.4
Regulatory tables
7.5
SOCIAL
3.1.3
Casino Group and its own workforce (S1)
1
Introduction/Presentation of Group employees
1.1
Group employee strategy
1.2
Strategy on working hours
1.3
Social dialogue and collective bargaining, including employees covered by collective agreements
1.4
Health and safety
1.5
Gender equality and equal pay for work of equal value
1.6
Training and skills development
1.7
Employment and inclusion of persons with disabilities
1.8
Measures against violence and harassment in the workplace
1.9
Diversity
1.10
Privacy and data protection
1.11
Workers in the value chain (S2)
2
Description of the policy related to value chain workers
2.1
Description of the process of engaging with value chain workers
2.2
Actions and resources related to value chain workers
2.3
Objectives related to value chain workers
2.4
Affected communities (S3)
3
Description of the policy related to affected communities
3.1
Description of the process of engaging with affected communities
3.2
Actions and resources related to affected communities
3.3
Objectives related to affected communities
3.4
Customers and end-users (S4)
4
Description of the process of engaging with consumers
4.1
Access to products and services
4.2
Access to quality information
4.3
Consumer health
4.4
Personal safety
4.5
Responsible marketing practices
4.6
Privacy and data protection
4.7
GOVERNANCE
3.1.4
Business conduct (G1)
1
Governance
1.1
Corporate culture
1.2
Corruption
1.3
Management of relationships with suppliers including payment practices
1.4
Animal welfare
1.5
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Sustainability Statement
OTHER EUROPEAN LEGISLATION
Data points
Other European legislation
Paragraph
ESRS 2 – GENERAL DISCLOSURES
3.1.1
GOV-1 paragraph 21 (d)
Gender balance
of governance bodies
SFDR
Indicator number 13 Table 1 Annex I
2.1
Regulation reference
Delegated Regulation (EU) 2020/1816,
Annex II
GOV-1 paragraph 21 (e)
Percentage of Independent
Directors
Regulation reference
Delegated Regulation (EU) 2020/1816,
Annex II
2.1
GOV-4 paragraph 30
Statement on due diligence
SFDR
Indicator number 10 Table 3 Annex I
2.4
SBM-1 paragraph 40 (d)
i.
Involvement in activities
related to fossil fuel
activities
SFDR
Indicator number 4 Table 1 Annex I
N/A
Pillar 3
Article 449a Regulation (EU) No 575/2013;
Commission Implementing Regulation
(EU) 2022/2453, Table 1: Qualitative
information on Environmental risk
and Table 2: Qualitative information
on Social risk
Regulation reference
Delegated Regulation (EU) 2020/1816,
Annex II
SBM-1 paragraph 40 (d)
ii.
Involvement in activities
related to chemical
production
SFDR
Indicator number 9 Table 2 Annex I
3.1
Regulation reference
Delegated Regulation (EU) 2020/1816,
Annex II
SBM-1 paragraph 40 (d)
iii.
Involvement in activities
related to controversial
weapons
SFDR
Indicator number 14 Table 1 Annex I
N/A
Regulation reference
Delegated Regulation (EU) 2020/1818,
Article 12(1) Delegated Regulation (EU)
2020/1816, Annex II
SBM-1 paragraph 40 (d)
iv.
Involvement in activities
related to cultivation and
production of tobacco
Regulation reference
Delegated Regulation (EU) 2020/1818,
Article 12(1) Delegated Regulation (EU)
2020/1816, Annex II
N/A
ESRS E1 – CLIMATE CHANGE
3.1.2.1
E1-1 paragraph 14
Transition plan to reach
climate neutrality by 2050
EU Climate Law
reference
Regulation (EU) 2021/1119, Article 2(1)
1.1
E1-1 paragraph 16 (g)
Undertakings excluded
from Paris-aligned
benchmarks
Pillar 3
Article 449a Regulation (EU) No 575/2013;
Commission Implementing Regulation
(EU) 2022/2453; Template 1: Banking
book – climate change transition risk:
Credit quality of exposures by sector,
emissions and residual maturity
1.1
Regulation reference
Delegated Regulation (EU) 2020/1818,
Article 12.1 (d) to (g), and Article 12.2
E1-4 paragraph 34
Objectives related to GHG
emission reduction
SFDR
Indicator number 4 Table 2 of Annex I
1.4
Pillar 3
Article 449a Regulation (EU) No 575/2013;
Commission Implementing
Regulation (EU) 2022/2453; Template 3:
Banking book – Climate change
transition risk: alignment metrics
Regulation reference
Delegated Regulation (EU) 2020/1818,
Article 6
E1-5 paragraph 38
Energy consumption from
fossil sources
disaggregated by sources
(only high climate impact
sectors)
SFDR
Indicator number 5 Table 1 and Indicator
number 5 Table 2 Annex I
N/A
E1-5 paragraph 37
Energy consumption
and mix
SFDR
Indicator number 5 Table 1 Annex I
N/A
E1-5 paragraphs 40 to 43
Energy intensity associated
with activities in high
climate impact sectors
SFDR
Indicator number 6 Table 1 Annex I
N/A
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Data points
Other European legislation
Paragraph
E1-6 paragraph 44
Gross Scopes 1, 2, 3 and
Total GHG emissions
SFDR
Indicator number 1 and 2 Table 1 Annex I
1.5
Pillar 3
Article 449a Regulation (EU) No 575/2013;
Commission Implementing
Regulation (EU) 2022/2453; Template 1:
Banking book – climate change transition
risk: Credit quality of exposures by sector,
emissions and residual maturity
Regulation reference
Delegated Regulation (EU) 2020/1818,
Articles 5(1), 6 and 8(1)
E1-6 paragraphs 53
to 55
Gross GHG emissions
intensity
SFDR
Indicator number 3 Table 1 Annex I
1.5
Pillar 3
Article 449a Regulation (EU) No 575/2013;
Commission Implementing
Regulation (EU) 2022/2453; Template 3:
Banking book – Climate change
transition risk: alignment metrics
Regulation reference
Delegated Regulation (EU) 2020/1818,
Article 8(1)
E1-7 paragraph 56
GHG removals and carbon
credits
EU Climate Law
reference
Regulation (EU) 2021/1119, Article 2(1)
N/A
E1-9 paragraph 66
Exposure of the benchmark
portfolio to climate-related
physical risks
Regulation reference
Delegated Regulation (EU) 2020/1818,
Annex II Delegated Regulation (EU)
2020/1816, Annex II
N/A
E1-9 paragraph 66 (a)
Disaggregation of
monetary amounts by
acute and chronic physical
risks
Pillar 3
Article 449a Regulation (EU) No 575/2013;
Commission Implementing
Regulation (EU) 2022/2453 paragraphs
46 and 47; Template 5: Banking book –
Climate change physical risk: exposures
subject to physical risk
N/A
E1-9 paragraph 66 (c)
Location of significant
assets at material physical
risk
Pillar 3
Article 449a Regulation (EU) No 575/2013;
Commission Implementing
Regulation (EU) 2022/2453 paragraphs
46 and 47; Template 5: Banking book –
Climate change physical risk: exposures
subject to physical risk
N/A
E1-9 paragraph 67
Breakdown of the carrying
value of the undertaking's
real estate assets by energy-
efficiency classes
Pillar 3
Article 449a Regulation (EU) No 575/2013;
Commission Implementing
Regulation (EU) 2022/2453 paragraph
34; Template 2: Banking book – climate
change transition risk: Loans
collateralised by immovable property –
Energy efficiency of the collateral
N/A
E1-9 paragraph 69
Degree of exposure of the
portfolio to climate- related
opportunities
Regulation reference
Delegated Regulation (EU) 2020/1818,
Annex II
N/A
ESRS E2 – POLLUTION
3.1.2.2
E2-4 paragraph 28
Amount of each pollutant
listed in Annex II of the E-
PRTR Regulation (European
Pollutant Release and
Transfer Register) emitted
to air, water and soil
SFDR
Indicator number 8 Table 1 Annex I
Indicator numbers 1, 2 and 3 Table 2
Annex I
2.4
ESRS E3 – WATER AND MARINE RESOURCES
3.1.2.3
E3-1 paragraph 9
Water and marine
resources
SFDR
Indicator number 7 Table 2 Annex I
3.1
E3-1 paragraph 13
Dedicated policy
SFDR
Indicator number 8 Table 2 Annex I
3.1
E3-1 paragraph 14
Sustainable oceans and
seas
SFDR
Indicator number 12 Table 2 Annex I
3.2
E3-4 paragraph 28 (c)
Total percentage water
recycled and reused
SFDR
Indicator number 6.2 Table 2 Annex I
N/A
E3-4 paragraph 29
Total water consumption
in cu.m per net revenue
on own operations
SFDR
Indicator number 6.1 Table 2 Annex I
3.4
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Data points
Other European legislation
Paragraph
ESRS E4 – BIODIVERSITY AND ECOSYSTEMS
3.1.2.4
ESRS 2 SBM-3
paragraph 16 (a) i.
Biodiversity sensitive areas
SFDR
Indicator number 7 Table 1 Annex I
4
(specific standards)
ESRS 2 SBM-3
paragraph 16 (b)
Land degradation,
desertification
and soil sealing
SFDR
Indicator number 10 Table 2 Annex I
4.2
ESRS 2 SBM-3
paragraph 16 (c)
Actions affecting
threatened species
SFDR
Indicator number 14 Table 2 Annex I
3.1.2.3.2
E4-2 paragraph 24 (b)
Sustainable land/
agriculture practices
or policies
SFDR
Indicator number 11 Table 2 Annex I
4.2
E4-2 paragraph 24 (c)
Sustainable oceans/seas
practices or policies
SFDR
Indicator number 12 Table 2 Annex I
3.1.2.3.2
E4-2 paragraph 24 (d)
Policies to address
deforestation
SFDR
Indicator number 15 Table 2 Annex I
4.2
ESRS E5 – RESOURCE USE AND CIRCULAR ECONOMY
3.1.2.5
E5-5 paragraph 37 (d)
Non-recycled waste
SFDR
Indicator number 13 Table 2 Annex I
5.4
E5-5 paragraph 39
Hazardous waste and
radioactive waste
SFDR
Indicator number 9 Table 1 Annex I
5.4
ESRS S1 – OWN WORKFORCE
3.1.3.1
ESRS 2 SBM-3
paragraph 14 f)
Risk of forced labour
SFDR
Indicator number 13 Table 3 Annex I
Not material for
S1
ESRS 2 SBM-3
paragraph 14 g)
Risk of incidents
of child labour
SFDR
Indicator number 12 Table 3 Annex I
Not material for
S1
S1-1 paragraph 20
Human rights policy
commitments
SFDR
Indicator number 9 Table 3 and Indicator
number 11 Table 1 Annex I
Not material for
S1
S1-1 paragraph 21
Due diligence policies
on issues addressed by
the ILO fundamental
conventions 1 to 8
Regulation reference
Delegated Regulation (EU) 2020/1816,
Annex II
Not material for
S1
S1-1 paragraph 22
Processes and measures for
preventing trafficking in
human beings
SFDR
Indicator number 11 Table 3 of Annex I
Not material for
S1
S1-1 paragraph 23
Workplace accident
prevention policy or
management system
SFDR
Indicator number 1 Table 3 Annex I
1.5.2
S1-3 paragraph 32 (c)
Grievance/complaints
handling mechanisms
SFDR
Indicator number 5 Table 3 Annex I
1.2
S1-14 paragraph 88 (b)
et (c)
Number of fatalities
and number and rate
of work-related accidents
SFDR
Indicator number 2 Table 3 Annex I
1.5.4
Regulation reference
Delegated Regulation (EU) 2020/1816,
Annex II
S1-14 paragraph 88 (e)
Number of days lost
to injuries, accidents,
fatalities or illness
SFDR
Indicator number 3 Table 3 Annex I
N/A
S1-16 paragraph 97 (a)
Unadjusted gender
pay gap
SFDR
Indicator number 12 Table 1 Annex I
1.6.3
Regulation reference
Delegated Regulation (EU) 2020/1816,
Annex II
S1-16 paragraph 97 (b)
Excessive CEO pay ratio
SFDR
Indicator number 8 Table 1 Annex I
1.6.4
S1-17 paragraph 103 (a)
Incidents of discrimination
SFDR
Indicator number 7 Table 3 Annex I
1.9.4
S1-17 paragraph 104 (b)
Non-respect of UNGPs
on Business and Human
Rights and OECD
guidelines
SFDR
Indicator number 10 Table 1 Annex I
Indicator number 14 Table 3 Annex 1
1.2
Regulation reference
Delegated Regulation (EU) 2020/1816,
Annex II Delegated Regulation (EU)
2020/1818 Art 12 (1)
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Data points
Other European legislation
Paragraph
ESRS S2 – WORKERS IN THE VALUE CHAIN
3.1.3.2
ESRS 2 SBM-3
paragraph 11 (b)
Significant risk of child
labour or forced labour
in the value chain
SFDR
Indicator numbers 12 and 13 Table 3
Annex I
2
(specific standards)
S2-1 paragraph 17
Human rights policy
commitments
SFDR
Indicator number 9 Table 3 and Indicator
number 11 Table 1 Annex I
2.3
S2-1 paragraph 18
Policies related to value
chain workers
SFDR
Indicator numbers 11 and 4 Table 3
Annex I
2.3
S2-1 paragraph 19
Non-respect of UNGPs
on Business and Human
Rights and OECD
guidelines
SFDR
Indicator number 10 Table 1 Annex I
2.3
Regulation reference
Delegated Regulation (EU) 2020/1816,
Annex II Delegated Regulation (EU) 2020/
1818 Art 12 (1)
S2-1 paragraph 19
Due diligence policies on
issues addressed by ILO
fundamental conventions
1 to 8
Regulation reference
Delegated Regulation (EU) 2020/1816,
Annex II
2.3
S2-4 paragraph 36
Human rights issues and
incidents connected to its
upstream and downstream
value chain
SFDR
Indicator number 14 Table 3 Annex I
2.3
ESRS S3 – AFFECTED COMMUNITIES
3.1.3.3
S3-1 paragraph 16
Human rights policy
commitments
SFDR
Indicator number 9 Table 3 Annex I
Indicator number 11 Table 1 Annex I
3.1
S3-1 paragraph 17
non-respect of UNGPs
on Business and Human
Rights, ILO principles
or and OECD guidelines
SFDR
Indicator number 10 Table 1 Annex I
Not material for
S3
Regulation reference
Delegated Regulation (EU) 2020/1816,
Annex II Delegated Regulation (EU) 2020/
1818 Art 12 (1)
S3-4 paragraph 36
Human rights issues
and incidents
SFDR
Indicator number 14 Table 3 Annex I
Not material for
S3
ESRS S4 – CONSUMERS AND END-USERS
3.1.3.4
S4-1 paragraph 16
Policies related to
consumers and end-users
SFDR
Indicator number 9 Table 3 and Indicator
number 11 Table 1 Annex I
4.2/4.3/4.4/4.5/4.6
S4-1 paragraph 17
Non-respect of UNGPs
on Business and Human
Rights and OECD
guidelines
SFDR
Indicator number 10 Table 1 Annex I
4.1
Regulation reference
Delegated Regulation (EU) 2020/1816,
Annex II Delegated Regulation (EU) 2020/
1818 Art 12 (1)
S4-4 paragraph 35
Human rights issues
and incidents
SFDR
Indicator number 14 Table 3 Annex I
4.1
ESRS G1 – BUSINESS CONDUCT
3.1.4.1
G1-1 paragraph 10 (b)
United Nations Convention
against Corruption
SFDR
Indicator number 15 Table 3 Annex I
1.3
G1-1 paragraph 10 (d)
Protection of
whistleblowers
SFDR
Indicator number 6 Table 1 Annex I
1.3.2
G1-4 paragraph 24 (a)
Fines for violation
of anti‑corruption
and anti‑bribery laws
SFDR
Indicator number 17 Table 3 Annex I
1.3.3
Regulation reference
Delegated Regulation (EU) 2020/1816,
Annex II
G1-4 paragraph 24 (b)
Standards of anti-
corruption and anti-bribery
SFDR
Indicator number 16 Table 3 Annex I
1.3
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Sustainability Statement
3.1.6
Report on the certification of sustainability information
and verification of the disclosure requirements under Article 8
of Regulation (EU) 2020/852 of Casino, Guichard-Perrachon S.A.
for the year ended 31 December 2024
This is a translation into English of the statutory auditor report on the certification of sustainability information and
verification of the disclosure requirements under Article 8 of Regulation (EU) 2020/852 of the Company issued in
French and it is provided solely for the convenience of English speaking users.
This report should be read in conjunction with, and construed in accordance with, French law and the H2A guidelines
on “Limited assurance engagement - Certification of sustainability reporting and verification of disclosure requirements
set out in Article 8 of Regulation (EU) 2020/852".
To the general meeting of Casino, Guichard-Perrachon S.A.,
This report is issued in our capacity as statutory auditor of
Casino, Guichard-Perrachon S.A.. It covers the sustainability
information and the information required by Article 8
of Regulation (EU) 2020/852, relating to the year ended
31 December 2024, and included in section 3.1 “Sustainability
Statement” of the group management report.
Pursuant to Article L. 233-28-4 of the French Commercial
Code, the company Casino, Guichard-Perrachon S.A. is
required to include the above mentioned information in a
separate section of the group management report. This
information has been prepared in the context of the first
time application of the aforementioned articles, a context
characterised by uncertainties regarding the interpretation
of the laws and regulations, the use of significant estimates,
the absence of established practices and frameworks,
in particular for the double-materiality assessment, and
an evolving internal control system. It enables an
understanding of the impact of the activity of Casino,
Guichard-Perrachon Group on sustainability matters, as
well as the way in which these matters influence the
development of the business of the group, its performance
and position. Sustainability matters include environmental,
social and corporate governance matters.
Pursuant
to
Article
L.821-54
paragraph
II
of
the
aforementioned Code, our responsibility is to carry out the
procedures necessary to issue a conclusion, expressing
limited assurance, on:
• compliance with the sustainability reporting standards
adopted pursuant to Article 29 b of Directive (EU) 2013/34
of the European Parliament and of the Council of
14 December 2022 (hereinafter ESRS for European
Sustainability Reporting Standards) of the process
implemented by Casino, Guichard-Perrachon S.A. to
determine the information reported, and compliance
with the requirement to consult the social and economic
committee provided for in the sixth paragraph of Article
L. 2312-17 of the French Labour Code;
• compliance of the sustainability information included in
the group management report with the requirements of
L. 233-28-4 of the French Commercial Code, including
ESRS; and
• compliance with the reporting requirements set out in
Article 8 of Regulation (EU) 2020/852.
This engagement is carried out in compliance with the
ethical rules, including independence, and quality control
rules prescribed by the French Commercial Code.
It is also governed by the H2A guidelines on “Limited
assurance engagement - Certification of sustainability
reporting and verification of disclosure requirements set
out in Article 8 of Regulation (EU) 2020/852".
In the three separate sections of the report that follow,
we present, for each of the sections of our engagement,
the nature of the procedures that we carried out, the
conclusions that we drew from these procedures and, in
support of these conclusions, the elements to which
we paid particular attention and the procedures that we
carried out with regard to these elements. We draw your
attention to the fact that we do not express a conclusion on
any of these elements taken individually and that the
procedures described should be considered in the overall
context of our conclusions issued in respect of each of the
three sections of our engagement.
Finally, where deemed necessary to draw your attention to
one or more of the disclosures in respect of sustainability
information provided by Casino, Guichard-Perrachon S.A.
in the group management report, we have included an
emphasis of matter paragraph hereafter.
Limits of our engagement
As the purpose of our engagement is to express limited
assurance, the nature (choice of techniques), extent (scope)
and timing of the procedures are less than those required
to obtain reasonable assurance.
Furthermore, this engagement does not constitute a
guarantee regarding the viability or the quality of the
management of the company Casino, Guichard-Perrachon
S.A., in particular it does not provide an assessment, of the
relevance of the choices made by Casino, Guichard-
Perrachon S.A. in terms of action plans, targets, policies,
scenario analyses and transition plans, which would go
beyond compliance with the ESRS reporting requirements.
It does, however, allow us to express conclusions regarding
the company’s process for determining the sustainability
information to be reported, the sustainability information
itself, and the information reported pursuant to Article 8 of
Regulation (EU) 2020/852, as to the absence of identification
or, on the contrary, the identification of errors, omissions or
inconsistencies of such importance that they would
be likely to influence the decisions that readers, of the
information subject to this engagement, might make.
Any comparative information included in the group
management report is not covered by our engagement.
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Sustainability Statement
Compliance with the ESRS of the process implemented by Casino, Guichard-Perrachon
S.A. to determine the information reported, and compliance with the requirement
to consult the social and economic committee provided for in the sixth paragraph
of Article L. 2312-17 of the French Labour Code
Nature of procedures carried out
Our procedures consisted of verifying that:
• the process defined and implemented by Casino,
Guichard-Perrachon S.A. has enabled it, in accordance
with the ESRS, to identify and assess its impacts, risks and
opportunities related to sustainability matters, and to
identify the material impacts, risks and opportunities, that
lead to the publication of information disclosed in the
group management report, and
• the information provided on this process also complies
with the ESRS.
We also verified the company’s compliance with the
requirement to consult the social and economic committee.
Conclusion of the procedures carried out
On the basis of the procedures we have carried out, we have
not identified any material errors, omissions or inconsistencies
regarding the compliance of the process implemented by
Casino, Guichard-Perrachon S.A. with the ESRS.
Concerning the consultation of the social and economic
committee provided for in the sixth paragraph of Article
L. 2312-17 of the French Labour Code we inform you that as
of the date of this report, this consultation has not yet been held.
Emphasis of matters
Without qualifying the conclusion expressed above, we draw
your attention to the information provided in paragraph
3.1.1.1.1 “First-time application note” of the “Basis for preparation
of the Sustainability Statement” included in section 3.1.1
“General disclosures relating to Casino Group’s Sustainability
Statement” in the group management report. This note specifies
the context in which the process was implemented by the
company to determine the information to be published,
and in particular the lack of established practices, notably to
deepen the analysis of impacts, risks and opportunities on
the value chain.
Elements that received particular attention
We set out below the elements that have been the subject
of particular attention in relation to our assessment of the
compliance with the ESRS of the process implemented by
Casino, Guichard-Perrachon S.A. to determine the information
reported.
• Concerning the identification of stakeholders
Information on the identification of stakeholders is set out
in paragraph 3.1.1.1.4 “Estimations, uncertainties and
methodological clarifications” included in section 3.1.1
“General disclosures relating to Casino Group’s Sustainability
Statement” of the group management report.
We interviewed management and others within the company
as appropriate and inspected available documentation.
Our work consisted primarily of assessing the consistency
of the primary stakeholders identified by Casino, Guichard-
Perrachon S.A. in view of the nature of its activities and its
geographical location, taking into account its business
relationships and value chain.
• Concerning the identification of impacts, risks and
opportunities
Information on the identification of impacts, risks and
opportunities is provided in paragraph 3.1.1.4.1 “Description
of the processes to identify and assess material impacts,
risks and opportunities” included in section 3.1.1 “General
disclosures relating to Casino Group’s Sustainability
Statement” of the group management report.
We obtained an understanding of the process implemented
by Casino, Guichard-Perrachon S.A. to identify actual
or potential impacts – both negative and positive – risks
and opportunities (IROs), in relation to the sustainability
matters mentioned in paragraph AR 16 of ESRS 1,
"Application requirements", and where applicable, those
specific to the company.
In particular, we assessed the approach taken by the
company to determine its impacts and dependencies,
which may be a source of risk or opportunity.
We also exercised our professional judgement in assessing
the appropriateness of the exclusions relating to activities
sold or over which the group relinquished control in 2024,
as presented in paragraph 3.1.1.1.2 “Scope” of the “Basis for
preparation of the Sustainability Statement” included in
section 3.1.1 “General disclosures relating to Casino Group’s
Sustainability Statement” of the Sustainability Statement.
We obtained an understanding of the company's mapping
of identified IROs, including a description of their distribution
within the company's own operations and its value chain,
as well as their time horizon (short, medium or long term),
and assessed the consistency of this mapping with our
knowledge of the company.
In performing our procedures, we assessed how the
company has taken into account the list of sustainability
matters set out in ESRS 1 (AR 16) in its analysis.
• Concerning the assessment of impact materiality and
financial materiality
Information on the assessment of impact materiality
and financial materiality is provided in paragraph 3.1.1.4.1
“Description of the processes to identify and assess material
impacts, risks and opportunities” included in section 3.1.1
“General disclosures relating to Casino Group’s Sustainability
Statement” of the group management report.
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Sustainability Statement
Through interviews with management and inspection of
available documentation, we obtained an understanding
of the process implemented by Casino, Guichard-Perrachon
S.A. to assess impact materiality and financial materiality,
and assessed its compliance with the criteria defined in ESRS 1.
In particular, we assessed the way in which the company
established and applied the materiality criteria defined in
ESRS 1, including those relating to the setting of thresholds,
in order to determine the following material information
reported:
• metrics relating to material IROs identified in accordance
with the relevant ESRS standards;
• company-specific disclosures.
Compliance of the sustainability information included in section 3.1 “Sustainability
Statement” of the group management report with the requirements of Article L.233-28-4
of the French Commercial Code, including the ESRS
Nature of procedures carried out
Our procedures consisted of verifying that, in accordance
with legal and regulatory requirements, including the ESRS:
• the disclosures provided enable an understanding of
the general basis for the preparation and governance
of the sustainability information included in section 3.1
“Sustainability Statement” of the group management report,
including the basis for determining the information
relating to the value chain and the exemptions from
disclosures requirements applied by the company;
• the presentation of this information ensures its readability
and understandability;
• the scope chosen by Casino, Guichard-Perrachon S.A. for
providing this information is appropriate; and
• on the basis of a selection, based on our analysis of the
risks of non-compliance of the information provided and
the expectations of users, this information does not
contain any material errors, omissions or inconsistencies
that would be likely to influence the judgement or
decisions of users of this information.
Conclusion of the procedures carried out
Based on the procedures we have carried out, we have not
identified material errors, omissions or inconsistencies
regarding the compliance of the sustainability information
included in section 3.1 “Sustainability Statement” of the group
management report, with the requirements of Article L.233‑28-4
of the French Commercial Code, including the ESRS.
Emphasis of matters
Without qualifying the conclusion expressed above, we
draw your attention to the information provided in
paragraph 3.1.1.1.1 “First-time application note” and 3.1.1.1.2
“Scope” of the “Basis for preparation of the Sustainability
Statement” included in section 3.1.1 “General disclosures
relating to Casino Group’s Sustainability Statement" in the
group management report, which specified in particular :
• that the company has not published certain qualitative or
quantitative information required by the ESRS
• given the specific context of the Casino Group, which
underwent a major restructuring and operational
reorganisation in 2024; and
• the unavailability of certain value chain data.
• that the scope for indicators excludes data relating to
activities sold or over which the Group relinquished
control in 2024.
Elements that received particular attention
We set out below the elements that have been the subject
of particular attention in relation to our assessment of
the compliance with the requirements of L. 233-28-4 of the
French Commercial Code, including ESRS, of the sustainability
information included in the group management report
and presented in section 3.1.2 “Environment” of the
Sustainability Statement.
• Information provided in application of environmental
standards in relation to climate change (ESRS E1)
Information reported in relation to climate change (ESRS
E1) is mentioned in paragraph 3.1.2.1 “Climate change (E1)”
included in section 3.1.2 “Environment” of the group
management report.
Our work consisted primarily of:
• assessing, through interviews conducted with management
and others in the company, in particular the group CSR
department, whether the description of the policies,
actions and targets implemented by Casino, Guichard-
Perrachon S.A. address climate change mitigation;
• assessing the appropriateness of the disclosures provided
in the environmental section of the sustainability
information included in the group management report
and its overall consistency with our knowledge of the
company.
• With regard to the information published on the
greenhouse gas emissions:
• We obtained an understanding of the internal control
and risk management procedures implemented by Casino,
Guichard-Perrachon S.A. to ensure the compliance of
the reported information with ESRS requirements;
• We assessed the consistency of the scope considered
for the greenhouse gas emissions assessment with the
scope of activities under operational control as of
31 December 2024, as mentioned in paragraph 3.1.1.1.2
“Scope” of the “Basis for preparation of the Sustainability
Statement” in section 3.1.1 “General disclosures relating
to Casino Group’s Sustainability Statement”, and across
the upstream/downstream value chain;
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Sustainability Statement
• We obtained an understanding of the greenhouse gas
emissions inventory protocol used by the company to
draw up its greenhouse gas emissions assessment, and
assessed its application, for a selection of emissions
categories and sites, for Scope 1 and Scope 2;
• With regard to Scope 3 emissions, we assessed the
process of gathering information on which disclosures
were based;
• We assessed the appropriateness of the emission factors
used and the calculation of the related conversions, as
well as the calculation and extrapolation assumptions,
taking into account the uncertainty inherent in the
state of scientific or economic knowledge and the
quality of the external data;
• We
reconciled
physical
data
(such
as
energy
consumption), on a sample basis, to the underlying
data used to draw up the greenhouse gas emissions
assessment and traced to supporting documents;
• With regard to the estimates that we considered to be
critical, used by the company to prepare its greenhouse
gas emissions assessment, we obtained an understanding
of the method used to calculate the estimate and the
information sources on which the estimates were
based and we assessed whether the methods were
applied consistently;
• We verified the accuracy of the calculations used to
prepare this information.
Compliance with the reporting requirements set out in Article 8 of Regulation
(EU) 2020/852
Nature of procedures carried out
Our procedures consisted of verifying the process implemented
by Casino, Guichard-Perrachon S.A. to determine the eligible
and aligned nature of the activities of the entities included
in the consolidation.
They also involved verifying the information reported pursuant
to Article 8 of Regulation (EU) 2020/852, which involves verifying:
• compliance with the rules applicable to the presentation
of this information to ensure that it is readable and
understandable;
• on the basis of a selection, the absence of material errors,
omissions or inconsistencies in the information provided,
that would be likely to influence the judgement or decisions
of users of this information.
Conclusion of the procedures carried out
Based on the procedures we have carried out, we have not
identified any material errors, omissions or inconsistencies
relating to compliance with the requirements of Article 8 of
Regulation (EU) 2020/852.
Elements that received particular attention
We determined that there were no such elements to
communicate in our report.
Paris la Défense, 10 March 2025
KPMG S.A.
The auditor
French original signed by Rémi Vinit-Dunand
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Duty of Care Plan
3.2
DUTY OF CARE PLAN
3.2.1
Commitments, partnerships and stakeholder engagement
One of the primary goals of CSR policy is to monitor and
improve the social and environmental impacts of the
supply chain by:
• deploying a process to assess social, human and
environmental risks at suppliers and across the production
chains, particularly in compliance with requirements;
• strengthening monitoring and improvement procedures
for suppliers of private-label products based in countries
at risk, particularly with respect to duty of care obligations;
• facilitating suppliers’ CSR initiatives.
Through the nine commitments in its Ethics Charter, the
Group has reaffirmed its respect for the values, principles
and human rights defined in:
• the Universal Declaration of Human Rights;
• the International Covenant on Civil and Political Rights;
• the International Covenant on Economic, Social and
Cultural Rights;
• the eight Fundamental Conventions of the International
Labour Organization (ILO) on freedom of association and
the effective recognition of the right to collective bargaining
(Convention 87: Freedom of Association and Protection
of the Right to Organise and Convention 98: Right to
Organise and Collective Bargaining); the elimination of all
forms of forced or compulsory labour (Convention 29:
Forced Labour and Convention 105: Abolition of Forced
Labour); the effective abolition of child labour (Convention 138:
Minimum Age and Convention 182: Worst Forms of Child
Labour); the elimination of discrimination in respect of
employment and occupation (Convention 100: Equal
Remuneration and Convention 111: Discrimination).
It has also pledged to uphold:
• the 10 Principles of the United Nations Global Compact
since 2009. The Group’s commitments are reflected in
these principles, particularly Principle 2: Businesses should
make sure that they are not complicit in human rights
abuses; Principle 4: Businesses should uphold the
elimination of all forms of forced and compulsory labour;
Principle 5: Businesses should uphold the effective
abolition of child labour; Principle 10: Businesses should
work against corruption in all its forms, including
extortion and bribery;
• the Women’s Empowerment Principles developed by
UN Women, since 2016 (including Principle 2: Treat all
women and men fairly at work – respect and support
human rights and non-discrimination).
The Group supports the 17 UN Sustainable Development
Goals, particularly SDG 5 on gender equality; SDG 8 on
decent work and economic growth; and SDG 12 on responsible
consumption and production.
Casino Group regularly engages with stakeholders, including
non-governmental organisations and public authorities, to
continue improving the identification of serious risks of
human rights and environmental violations in the supply
chain. It also participates in several collaborative platforms
on environmental and human rights issues. This dialogue
takes the form of bilateral or multilateral exchange within
working groups made up of multiple stakeholders.
In 2024, the Group supported and took part in multi-
stakeholder projects:
• the Initiative for Compliance and Sustainability (ICS), of
which it has been a member since 2000 and whose audit
protocol it uses to monitor and improve working and
environmental conditions in the production facilities;
• Businesses for Human Rights (EDH);
• the International Accord for Health and Safety in the Textile
and Garment Industry, with its subsidiary Monoprix.
In September 2021, this agreement replaced the Accord
on Fire and Building Safety, which the Group signed
in 2013 to support the multi-stakeholder efforts to
improve safety conditions in factories in Bangladesh, in
alignment with local practices. Monoprix renewed its
membership in 2024 and the agreement was extended
to factories in Pakistan;
• coalitions to improve transparency in relation to raw
materials, such as the Palm Oil Transparency Coalition,
the French Initiative on Sustainable Cocoa, the Soy
Manifesto and working groups on soy, avocado, shrimp
and aquafeed led by the Earthworm Foundation and the
Global Tuna Alliance;
• the National Pact on Plastic Packaging.
As part of the fight against deforestation, and in particular,
compliance with the European Regulation on Deforestation‑free
Products, in 2024 the Group also participated with its peers
in the various working groups on the subject (CGDD, FCD,
ITC, etc.) and is in dialogue with its main suppliers to discuss
how they are implementing the processes and due diligence
required to ensure proper application of this regulation.
In 2024, the Group responded to requests from various
NGOs, in particular regarding issues related to animal feed
and the tuna supply chain.
These commitments are promoted among: (i) employees,
through the Group Ethics Charter and the Code of Ethics
and Business Conduct; (ii) stakeholders, through the
Group's support for global and industry-specific initiatives
(see paragraph above) and through the CSR strategy
implemented since 2011; and (iii) suppliers, through its Supplier
Ethics Charter.
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In 2014, the Group signed an initial CSR agreement with the
four representative trade unions, which was renewed in 2017
and again in 2020, then extended until 2024. The agreement
acknowledges the importance of:
• encouraging suppliers to address CSR issues in their own
supply chain and to promote their responsible products;
• continuing to train buyers in the standards defined in the
Supplier Ethics Charter and to take working conditions
and environmental criteria into account when selecting
suppliers;
• auditing supplier production facilities in countries deemed
at risk and assisting them, to the extent possible or necessary,
in deploying corrective action plans.
Casino Group’s Duty of Care Plan is built on the commitments
that it has made to stakeholders (described above) and the
initiatives it has been involved in since the early 2000s.
Given that Assaí was sold in 2023, it is not included in the
plan. GPA and Éxito also no longer fall within the scope of
Casino's Duty of Care Plan as the shares held in Éxito were
sold in January 2024 and the capital of GPA was diluted in
March 2024, implying a loss of control by Casino over these
two entities.
3.2.2
Governance of the Duty of Care Plan
In 2017, Casino Group set up a Duty of Care Committee, In
2024, this Committee was composed of the Secretary of the
Board of Directors, the Group Purchasing department and
central purchasing unit, the Quality department, the Insurance
and Risks department, the Compliance department, ExtenC,
the Legal department, the Human Resources department
and the Communications, Public Affairs and CSR department.
Its role is to:
• ensure implementation of French law No. 2017-399 of
27 March 2017 on the Duty of Care of Parent Companies
and Ordering Parties, which is designed to identify risks
and prevent serious violations of human rights and
fundamental freedoms, serious harm to the health and
safety of persons, and serious damage to the environment
resulting from the operations of (i) the company; (ii) the
companies it controls; or (iii) subcontractors or suppliers
with which the company has an ongoing business
relationship, when such operations are part of said relationship;
• define the risk mapping methodology and effectively
map the risks involved in the operations of the Group and
its suppliers;
• analyse the findings of the risk mapping exercise;
• ensure that action plans are in place to mitigate risks and
prevent serious violations or harm, that these plans are
implemented and that their effectiveness is assessed;
• ensure that an alert mechanism is in place to report
potential violations.
The risk mapping exercise is tracked and reviewed annually,
to reflect the Group’s action plans and input from stakeholders.
The role of the Duty of Care Committee is also to anticipate
the implementation of the Corporate Sustainability Due
Diligence Directive (CSDDD), adopted on 24 May 2024 and
applicable to Casino Group starting in 2027.
The Committee met once in 2024.
3.2.3
Risk mapping
To analyse in more detail the risks involved in the Group’s
business operations (see Chapter 4 “Risks and control”,
section 4.3 “Main risk factors”), in 2017, the Duty of Care
Committee defined the methodology for mapping the
specific risks of causing serious violations of human rights
and fundamental freedoms, serious harm to employee
health and safety, or serious damage to the environment:
• risks directly related to the Group’s activities such as those
presented above: existing procedures intended to prevent
these risks were assessed in light of the human resources,
quality, purchasing, CSR and environmental policies in place;
• risks relating to its suppliers such as those presented
above: the risk map identifies the risks related to the
purchase of goods for resale (national-brand and private-
label products) and of goods and services for general and
administrative purposes.
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3.2.3.1
Mapping subsidiary risks
3.2.3.1.1
Methodology for identifying
subsidiary risks
In 2018, the Group carried out a risk mapping exercise covering
human rights and fundamental freedoms, health and safety
at work, and environmental damage. The methodology
applied includes the completion of a questionnaire that
was approved by the Duty of Care Committee. It covers the
following topics:
• social issues: child labour and young workers; forced
labour; discrimination; violation of freedom of association;
violation of working hours; non-payment of wages,
violation of legal minimum wage and benefits legislation;
health and safety; respecting local communities; product
safety; right to information;
• environmental issues: environmental policy; combating
climate change; sustainable use of resources; circular
economy; protection of ecosystems (natural habitats);
chemicals/hazardous substances;
• management issues: management system; training;
incentives for buyers; distribution of the ethics policy to
employees; supplier accreditation; termination of a business
relationship; data management and security;
• purchasing practices and supplier management issues:
sourcing; traceability; subcontracting; direct purchasing;
business intermediaries of suppliers; franchisees; business
partners (projects); service providers.
3.2.3.1.2
Continuous analysis, classification
and updating of subsidiary risk
The most recent assessment identified two risks which,
although they mainly relate to the international businesses
already sold by the Group, may have an impact on the
Group's current activities in France. These risks relate to:
• discrimination and harassment;
• non-compliance with supplier management procedures.
In view of the Group's restructuring in 2024, the methodology
for identifying and prioritising the risks associated with the
duty of care in its activities will be enhanced starting in 2025
to take account of the new scope of its activities and the
resulting challenges.
It should be noted that in 2024, the first year of application
of the CSRD, the importance of each CSR matter was
analysed by taking into account the entire value chain
(upstream activities, direct activities and downstream activities)
as part of the double materiality assessment carried out by
the Group. The actual or potential negative or positive
impacts, risks and opportunities (IROs) material to the
Group and the policies addressing them are described in
section 3.1.1 "General disclosures relating to Casino Group’s
Sustainability Statement”, paragraph 4.1 “Description of the
processes for identifying and assessing material impacts,
risks and opportunities”.
3.2.3.2
Supplier risk map
3.2.3.2.1
Methodology for identifying
supplier risks
To map supplier risks, the Group's methodology combines
two approaches: assessment of the risks related to the country
of supply or production of the product and assessment of
the risks related to products sold.
Assessment of the risks related to the country
of supply or production of the product
The Group analyses risks in the countries where its private-
label products are manufactured, enabling it to assess and
address, for each product, the risks stemming from its
country of manufacture or known origin.
The country risk analysis assesses and combines several
indicators, both internal and from the Initiative for Compliance
and Sustainability (ICS), including:
• the number of fundamental ILO conventions ratified by
the country;
• the Human Development Index (HDI) of the United Nations
Development Programme (UNDP);
• the percentage of child labour in the country, according
to UNICEF;
• the prevalence of forced labour, as measured by the ILO;
• the Worldwide Governance Indicators (WGI) issued by the
World Bank;
• the Environmental Performance Index (EPI) developed by
Yale University and Columbia University;
• the SDG Index of the United Nations Sustainable
Development Solutions Network (SDSN);
• the Global Rights Index of the International Trade Union
Confederation (ITUC);
• the Freedom in the World Index of the US NGO Freedom
House;
• the Trafficking in Persons Report of the US Department of
State;
• the results of ICS social audits performed in each country.
The ICS country mapping provides a risk score for each
country, which the Group takes into account in its analysis.
The Group's country risk analysis enables us to draft the list
of countries where the Group's sourcing is:
• authorised;
• subject to strengthened control procedures (general rules
and additional guidelines for certain high-risk countries);
• prohibited.
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The guidelines for factories are set out in section 3.2.5
"Measures to assess, prevent and mitigate risks related to
suppliers of private-label products manufactured in countries
at risk” below.
Assessment of risks related to products sold
The Group maps the raw materials at risk in its products,
using the following methodology for its gross risk assessment:
• risk severity: for each substance contained in a marketed
product, the level of risk in the 12 categories defined
below was systematically analysed using documentary
sources (international studies, NGO reports, surveys,
media reports) and in-house assessments. In this way,
200 substances at risk were identified, assessed and
classified according to their level of criticality in each of
the 12 risk categories, for which a weighting is given;
• risk probability: three criteria have been taken into
account to assess the likelihood that the Group will incur
the risk: the level of risk in products sold; product
purchasing volumes; and the number of press articles
and NGO reports on risks of human rights and
environmental violations involving these substances.
12 MAIN DUTY OF CARE RISKS
In order to assess the “net” sourced product risk with regard to the duty of care, two additional criteria are taken into account
and consolidated with the results of the gross risk analysis: the countries of supply of these substances and an assessment of
the effectiveness of mitigation actions for each raw material at risk.
Respect for employee
health and safety
Employee handling
of hazardous products
Consumer
risks
PERSONAL
HEALTH AND SAFETY
Water and soil pollution
(pesticides, chemicals, etc.)
Greenhouse gas emissions
(polluting processes,
energy-intensive processes)
Deforestation
Harm to biodiversity
Sustainable management
of resources and waste
THE ENVIRONMENT
Forced or child labour
Respect for labour rights
(unreported work,
discrimination, freedom
of association, working
hours, etc.)
Respect for fundamental
rights (women’s rights,
harassment, etc.)
Armed conflicts (conflict
zones or resources, border
disputes, etc.)
HUMAN RIGHTS AND
FUNDAMENTAL FREEDOMS
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METHODOLOGY FOR IDENTIFYING RAW MATERIALS AT RISK IN PRODUCTS SOLD
Certain specific features are taken into account in these
analyses, in particular the fact that the Group carries
a multitude of products, which means that it works with
a very large number of suppliers from a wide variety of
backgrounds, including:
• suppliers of leading or national brands, which represent a
significant share of consolidated revenue. Often, these
companies must also comply with French duty of care
legislation;
• suppliers of private-label products, manufactured in
accordance with specifications defined by the Group’s
purchasing organisations. While these suppliers may be
based in our host countries, the product is often made in
another country, including some that have been deemed
at risk by the Group. They are a priority focus of the Duty
of Care Plan’s mitigation initiatives (see below) and are
subject to the Group’s social and environmental Supplier
Compliance Programme (SCOP);
• a very large number of suppliers, most of whom are SME/
VSEs, cooperatives and farmers who supply the Group’s
brands locally, especially with fruit, vegetables, meat and
other fresh products;
• suppliers of goods and services for general and
administrative purposes and other purchases not for
resale, including service providers (security, cleaning, etc.)
that may involve specific risks, such as discrimination
in hiring. Most of these goods and services are purchased
locally.
The Group’s initiatives made it possible to (i) analyse the
risks by country and (ii) map the risks, thereby revealing the
product categories whose content presented the highest
risk profiles, according to the 12 identified duty of care risks.
In 2017, deployment of the supplier risk map was presented
to TFT Earth – Earthworm Foundation, a specialist in the impact
of supply chains and raw materials on the environment
and deforestation.
The procedures for regularly assessing suppliers as part of
risk mapping are detailed in sections 3.2.5 “Measures to assess,
prevent and mitigate risks related to suppliers of private-
label products manufactured in countries at risk” and 3.2.6
“Assessment measures and actions concerning private-
label suppliers whose products contain palm oil” below.
3.2.3.2.2
Continuous analysis, classification
and updating of the supplier risks
Casino Group remains constantly alert to identifying and
preventing the serious risks of human rights violations or
damage to the environment faced by the retail industry. As
part of this commitment, it carefully tracks reports from
local and international NGOs concerning retailing industry
suppliers, the responses submitted by these suppliers, and
any significant events reported by recognised media. This
information is factored into the assessments of potential
risk arising from direct suppliers.
The methodology for identifying raw materials at risk in
products sold is updated and enhanced from year to year,
in particular by:
• updating the review of NGO reports and press articles on
food and non-food substances and raw materials that
may be present in products sold in stores;
• updating the weighting of the 12 risk criteria;
• updating the analysis of each substance based on the
information available in the “Responsible Together” application
set up by the Purchasing department.
Net risk
Gross risk
Criticality of the risks associated
with each of the 200 substances
with regard to the 12 duty of
care-related risks
(human rights and fundamental
freedoms, personal health
and safety, the environment)
Country of supply
of the substance
Assessment of the effectiveness of mitigation actions
for each substance
SEVERITY
PROBABILITY
Proportion
of the substance
at risk in
the product sold
Product
purchasing
volume
Probability
of articles
and alerts relating
to the substance
appearing in the
media
and in NGO reports
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An update of Casino Group's country risk analysis was also
carried out in 2023, resulting in a change in the Group's
classification of high-risk countries (authorised, subject to
enhanced control procedures and prohibited), as described
in section 3.2.5.1.2. “Production plant approval policies in
countries at risk” below.
The results of these two assessments, applied to the Group's
new scope, have enabled us to identify the following as priorities:
• private-label apparel made in countries at risk, most
notably Bangladesh;
• private-label food products containing palm oil, an ingredient
found in some of the Group's own-brand items.
Based on these results, the main duty of care area concerns
suppliers assessed as most at risk in terms of the country of
origin of their products or the nature of the product sold.
The work carried out at the end of 2024, taking into account
the Group's new scope and the fact that most of its activities
are located in France, shows that particular attention needs
to be paid to the cocoa, coffee and avocado sectors. Measures
to improve the transparency and impacts of these sectors
are now handled by the Group, and are outlined in section
3.1.1 “General disclosures relating to Casino Group’s
Sustainability Statement”, paragraph 4.1 “Description of the
processes for identifying and assessing significant impacts,
risks and opportunities”.
3.2.4
Regular risk assessment procedures, risk mitigation
programmes and initiatives to prevent Group business
activities from causing any serious violations, harm or damage,
and implementation outcomes
Through its CSR policy, Casino Group has for many years
been implementing the prevention actions and negative
impact and risk mitigation programmes mandated by the
French duty of care law.
The Sustainability Statement (see section 3.1) describes the
policies, actions, targets and metrics related to these risks
and impacts, which cover issues such as human rights
violations, health and safety in the workplace and major
environmental damage.
In addition to the risks and action plans presented in the
Sustainability Statement (section 3.1), the main duty of care
risks presented below correspond to the risks identified
as part of the latest subsidiary risk mapping exercise.
3.2.4.1
Discrimination and harassment
In order to address the risk related to harassment identified
in the subsidiary risk mapping exercise, procedures to be
followed in the event of reports of sexual harassment or
sexist behaviour have been defined and communicated.
Anti-sexual harassment “officers” have been appointed.
Employees who are victims or witnesses of sexual harassment
can alert the officers using a dedicated email address.
In order to address the risk of discrimination, Casino Group
has rolled out a policy across all its brands.
Committed since 1993 and convinced that diversity is a
driver of business performance, it is pursuing an assertive
commitment to hiring people from diverse backgrounds via
non-discriminatory procedures, promoting equal opportunity
at every level and in all business processes.
This policy is based on the following principles:
• combating stereotypes and prejudice at the root of
discrimination;
• drawing up policies jointly with employee representative
organisations;
• addressing all discrimination criteria;
• gauging the efficacy of actions implemented.
Details of this policy and related actions are given in section
3.1 “Sustainability Statement”, subsection 3.1.3 “Social”,
paragraph 1.10 “Diversity”.
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3.2.4.2
Risk of non-compliance with supplier accreditation procedures
In the questionnaire used for the 2018 risk mapping exercise,
the subsidiaries were asked to verify the proper application
of all the management guidelines defined in the Group’s
social and environmental Supplier Compliance Programme
Manual (SCOP Manual). Analysis of the questionnaires
highlighted the need to strengthen processes in certain
areas and plan additional actions for international subsidiaries,
particularly concerning supplier management. In addition
to the actions taken in our former international subsidiaries,
this has led to a strengthening of actions in France to
ensure that the Group’s social and environmental supplier
compliance programme is properly distributed and understood.
Casino Group’s social and environmental Supplier Compliance
Programme (SCOP) is regularly updated in order to strengthen
processes in certain areas and to plan additional actions
concerning supplier management. These findings were
as follows:
• in 2021, Casino Group updated its Supplier Ethics Charter
to enforce stricter requirements on its suppliers concerning
human rights and the environment. In 2022, this Charter
was issued to purchasing teams and suppliers, along with
a reminder of the procedures to be followed. The Group
CSR and Engagement department renewed instructions
to Purchasing and Merchandise department teams regarding
French duty of care law, to ensure proper reporting of any
serious infringement of human or environmental rights in
suppliers’ supply chains;
• in 2023, an update notably included a change of the sourcing
status of various countries following updated analysis of
country risks, based primarily on the ICS risk mapping
tools, as well as on past ICS social audits conducted in
various countries. This resulted in the application of more
stringent audit procedures for about 30 countries (mandatory
unannounced audits, authorisation before any sourcing
from the countries in question, ban on sourcing from
certain countries, etc.). At the same time, the rules for
categorising factories following audits were reviewed,
increasing the minimum scores required for accreditation
and those resulting in automatic exclusion on ethical
grounds. Acceptance rules for amfori BSCI audits were
also made more stringent, restricting the acceptance
window for such audits to the moment a factory is first
accredited, which means that all subsequent social audits
must be conducted according to the ICS standard.
With regard to ICS environmental audits, the number of
categories of factories subject to environmental audits
was expanded, audit status categories similar to those
used in social audits were created and the criteria to
determine critical non-compliance triggering the automatic
exclusion of a factory on environmental grounds were defined;
• a digital training programme on duty of care was
implemented in France in 2023, providing purchasing
teams with a reminder of the rules in place. In addition,
in 2024 at Monoprix, a number of communication campaigns
reminding Purchasing departments of the procedures
and timetable for listing suppliers in at-risk countries
were carried out.
3.2.5
Measures to assess, prevent and mitigate risks related
to suppliers of private-label products manufactured
in countries at risk
3.2.5.1
Regular risk assessment procedures, risk mitigation programmes and initiatives
to prevent serious violations, harm or damage
Casino Group has had risk prevention and mitigation plans in place for several years within its supply chain, notably among
private-label suppliers, and particularly apparel. These initiatives have been regularly reviewed and upgraded since 2015.
3.2.5.1.1
Supplier Ethics Charter
The Supplier Ethics Charter, which is applicable across the
entire supply chain, reaffirms the Group’s commitment to
promoting responsible retailing and, more specifically, to:
• banning all illegal practices in business relations and requiring
compliance with applicable laws, principles, international
and national standards and regulations in force, as well
as the Group’s anti-corruption policies;
• upholding human rights (prohibiting child and forced
labour, combating discrimination and abuse, respecting
freedom of association, offering at least the legal minimum
wage, etc.), and occupational health and safety;
• taking constant care to protect the environment, particularly
by optimising the use of natural resources, diligently
managing waste and abating deforestation and pollution.
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The distribution and signing of the Supplier Ethics Charter
is a key step in the process of approving the production
facilities that manufacture the Group’s private-label products.
By signing the Charter, suppliers recognise the primacy of
the principles contained in the following documents:
• the Universal Declaration of Human Rights;
• international conventions on fundamental human rights;
• fundamental international labour standards, as defined
by the ILO Declaration;
• other applicable international labour standards (ILO
conventions).
By endorsing the Charter, suppliers embrace the Group’s
commitments and may not subcontract without the Group’s
formal agreement. Suppliers also agree to undergo audits
to make sure that they comply with their commitments
under the conditions set out in the Group's SCOP Manual.
The manual was updated and expanded in 2019 and 2023 to
incorporate changes in the Supplier Compliance Programme,
in particular concerning changes to sourcing country risk
levels, amfori BSCI audit acceptance criteria, monitoring of
corrective action plans and the implementation and
management of ICS environmental audits.
3.2.5.1.2
Production plant approval policies
in countries at risk
Since 2002, Casino Group has deployed a social ethics
initiative with its apparel and other private-label suppliers in
an effort to monitor and help to improve the working and
environmental conditions in which these products sold by
Group brands are manufactured. Managed by the Casino
Group CSR department in liaison with the purchasing
departments, the initiative has been rolled out in the
business units with the support of specially appointed social
ethics representatives.
It is based on a strict supplier selection and approval procedure,
covering, in addition to endorsement of the Supplier Ethics
Charter, outside inspections performed by independent audit
firms, and, when necessary, the implementation of corrective
action plans.
The CSR and Engagement department updates the country
risk analysis (see section 3.2.3 “Supplier risk map”) and the
production facility selection and approval guidelines, in line
with the degree of risk for the relevant country and industry.
The country risk analysis defines the list of countries where
sourcing is authorised, prohibited or subject to tighter audit
procedures, such as Bangladesh, India and China. As part
of the update to Casino Group’s country risk analysis carried
out in 2019 and renewed in 2023, the ranking of each
country was compared to the ranking system developed by
the ICS in order to identify the countries for which there
was a difference in the assessment of the risk level.
Following the comparison, and an analysis of the results of
the ICS social audits performed in the manufacturing sites
located in each country, a proposal was put forward to the
Duty of Care Committee to change the sourcing status for
certain countries. This resulted in new countries being placed
on the list of countries where control procedures have been
strengthened, due to an increase in their country risk level.
The inspection and audit procedure, as well as the commitments
to be upheld by the supplier and the manufacturing facilities,
are specified in the SCOP Manual, which is given to every
accredited supplier and which was updated in 2023.
3.2.5.1.3
Annual social audit campaign
The Group supports the introduction of harmonised, demanding
standards at national and international level, in particular
through its active involvement in the Initiative for Compliance
and Sustainability (ICS) since 2000.
The Group endorsed the Accord on Fire and Building Safety
in 2013 in a commitment to supporting the drive to improve
safety conditions in factories in Bangladesh. In 2023, Monoprix
renewed its commitment to the International Accord for
Health and Safety in the Textile and Garment Industry
when it signed the 2023 version which replaced the 2021
version, thereby reaffirming its commitment to improving
safety conditions for factory workers in Bangladesh and
extending it to those in Pakistan, where a similar initiative
was launched early in 2023.
Every year, an audit campaign is conducted with a priority
focus on (i) plants based in countries most likely at risk of
violating human rights (child labour, forced labour, employee
health and safety abuses) and working standards; and
(ii) the highest risk product categories based on the duty of
care risk map. Recurring audits are performed in China,
India and Bangladesh.
These audits, which may be semi-announced or unannounced,
are carried out by specialised independent firms in accordance
with ICS standards. Based on the resulting audit score, the
Group may decide to terminate its relationship with a
production facility.
The audit process comprises:
• a preliminary analysis of the plant: the subsidiary Ethics
Coordinators use an internal grid to assess the risk that
the facility will fail to comply with the Group’s standards
and therefore the probability that the findings of the ICS
audit will not be satisfactory. To measure the risks of
approving a given facility, the teams conduct on-site visits
and/or desktop reviews of the certifications, social,
technical or quality audit reports and other documents
provided by the plant, agent or importer;
• an initial audit: an independent audit firm, selected by the
Group from among the nine that have been accredited
by the ICS, performs a semi-announced or unannounced
ICS social audit over a period of at least three weeks.
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If the audit conclusion is sufficient, the plant may be
approved. When the audit is completed, a corrective
action plan is systematically submitted to the plant as
well as to the agent or importer working with the plant,
so that they can assist the facility in correcting the
notified cases of non-compliance within a time frame
depending on their criticality. If the audit report detects
a risk of forced or child labour, disproportionate discipline,
attempted bribery or forgery, the plant may not work
with the Group under any circumstances. If the results of
an initial audit are satisfactory, the Group's objective will
be to repeat this exercise every two years with a “re-audit”,
proposing an audit programme similar to the initial audit;
• follow-up audits: depending on the number and criticality
of the remedial actions that the facility has to
implement, the Group may commission unannounced or
semi‑announced follow-up audits from independent
ICS‑accredited audit firms. Their frequency depends
on the criticality of the instances of non-compliance reported
during the previous audits. In the event that a factory does
not implement the requested corrective action plans,
the Group will initiate proceedings to terminate the
business relationship;
• special audits: special audits may be performed by the
Group, in particular to inspect building structures and
verify compliance with fire safety rules (by organising
employee fire drills, for example).
A “classic” social ICS audit (initial audit or re-audit) is broken
down into chapters to identify the following main risks:
management system, child labour, forced labour, discrimination,
disciplinary practices, freedom of association and whistleblowing
systems, working hours, compensation, benefits and working
conditions, health and safety.
Audit findings are inputted into the ICS database, which
enables the Group and other member companies to share
all of the findings and track the corrective action plans of
audits performed in plants they use in common. Pooling
the findings helps to reduce the number of audits conducted
in the plants, attenuates audit fatigue and facilitates
the on‑site implementation of corrective action plans. In the
same spirit, social audits performed in line with the amfori
BSCI standard may be accepted instead of ICS audits under
certain strict conditions defined by the Group.
The Group’s goal is for all of the facilities producing private-
label products in countries at risk to be covered by a valid
ICS social audit performed within the previous two years.
3.2.5.1.4
Support for suppliers
Audit reports are issued following audits of production
facilities and, when necessary, corrective action plans are
prepared that the non-compliant plants undertake to
implement within a given time frame.
The subsidiary Ethics Coordinators play an essential role in
helping suppliers and their factories to properly understand
the Group’s expectations and the implementation of any
corrective action plans.
Internal and external follow-up audits are performed to
ensure that the plan’s remedial actions are effectively
implemented. The main cases of non-compliance concern
working hours, remuneration and employee health and safety.
Given the Group’s relatively small contribution to the revenue
stream of its partner production facilities, it supports ICS
initiatives involving joint remedial actions in plants shared
with other ICS members.
To improve their ability to report the outcomes of these
remedial actions, in 2018 the Group and other ICS members
requested that accredited audit firms be able to monitor
the action plans directly in the ICS database using an
automated, consolidated system. This process, which is
currently used for all social audits, enables participants
to track, on a real-time, Group-wide, consolidated basis, the
number of remedial actions remaining to be implemented
in each plant, the number already under way and the number
whose effective implementation must be verified during
the next follow-up audit or a further full audit. This centralised
tracking, carried out by each team concerned under
the supervision of the Group Duty of Care Officer, enables
enhanced monitoring of the corrective action plans required
of the plants and thereby improves the working conditions
of their employees. Progress can therefore be made as
the corrective action plans are being implemented, before
the follow-up audit is performed.
3.2.5.1.5
Educating and training buyers
The CSR department regularly organises awareness-building
initiatives for purchasing teams to ensure that the Group’s
social and environmental supplier compliance programme
is properly understood and implemented. The procedures
and timetable for listing suppliers in high-risk countries,
including the constraints and deadlines for carrying out
social audits, are regularly communicated to the Purchasing
departments, particularly at Monoprix.
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3.2.5.2
Implementation outcomes
3.2.5.2.1
Review of social audit campaigns
All of the prevention measures described above have been
deployed since 2018. The name and location of each
private-label production facility are systematically identified.
When the facility was located in a country at risk, an ICS
audit was commissioned according to the procedure
described above, so as to prevent the risk of serious human
rights violations, particularly in the areas of child labour,
forced labour and excessive working hours. Corrective action
plans were tracked to support the plants in deploying best
practices and attenuating the risks.
The following indicators are used to report the outcomes of
the remedial actions, which are tracked and coordinated
by the Group CSR department in liaison with the audit plan
leaders in the subsidiaries concerned.
As part of the reporting process, the CSR department tracks:
• the number and location of active plants based in countries
at risk and producing private-label products for each of
the Group’s banners;
• the social audits performed in these facilities (number,
country where performed, type of product, type of audit, etc.);
• the alerts reported after the audits (type, number,
severity, etc.);
• the
corrective
action
plans
(number
of
actions,
implementation, etc.);
• the plants’ degree of compliance and changes over time.
Since 2019, the Group’s goal has been for all of its plants to
be covered by an ICS audit performed within the previous
two years. The following indicators show the outcomes
from the actions undertaken.
Of the 102 countries where sourcing is authorised by the
Group, 60 are subject to stricter procedures, of which
29 countries were home to plants working for the Group
in 2024. 95% of the private-label production facilities are
located in ten countries.
OVERVIEW OF PLANTS IN COUNTRIES AT RISK
2023*
2024
Number of active plants based in countries at risk and producing private-label products
for the Group
834
733
of which in China
449
403
of which in India
129
119
of which in Turkey
47
40
of which in Bangladesh
32
40
of which in other countries at risk
177
131
*
The 2023 data have been recalculated, excluding subsidiaries no longer covered by the Duty of Care Plan in 2024.
SOCIAL AUDITS CARRIED OUT
2023*
2024
Number of social audits carried out during the year in plants involved in the production
of private-label products for the Group
577
427
of which social audits carried out in high-risk countries
95%
95%
of which directly commissioned by the Group
58%
59%
of which resulting from an eligible BSCI or equivalent audit
10%
1%
of which commissioned by another ICS member
32%
40%
of which % initial audits
27%
32%
of which % follow-up audits
7%
7%
of which % re-audits
66%
61%
Breakdown by purchasing category
Food
16%
9%
Apparel
45%
46%
Other non-food
39%
45%
*
The 2023 data have been recalculated, excluding subsidiaries no longer covered by the Duty of Care Plan in 2024.
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During ICS social audits, alerts are notified to help to
prevent the risk of serious violations, damage or harm by
proactively identifying potential risks, which are addressed
with carefully tracked remedial actions. An alert notification
is raised when an audit finds potentially very critical non-
compliances, which are addressed and tracked in post-
audit corrective action plans.
In 2024, 25 ICS social audits commissioned by the Group in
plants located in countries at risk flagged at least one alert,
including nine audits in Bangladesh and seven audits
in China.
For example, an alert notification of a risk of child labour
may be raised when the auditor finds documentary evidence
or hears employee testimony that plant management does
not verify employee ages when hiring or does not keep a
copy of the employees’ identity papers, making it impossible
to confirm that the plant only hires people at or above the
legal working age.
3.2.5.2.2
Tracking and support mechanism
for plants
Based on the findings of the ICS audits, each plant is
assigned a rating that reflects its level of risk and supports
the deployment of remedial actions. Corrective action plans
are tracked to ensure that the appropriate measures have
been taken and that the risks are being effectively addressed.
Since 2019, action plans have been prepared directly on the
ICS platform, which makes it easier to track and properly
report the corrective actions undertaken. The audited factories
are displayed on a map and the corporate and subsidiary
Ethics Officers have real-time access to all of their data
(location, facilities information, audit reports, corrective
action plans, photos, etc.).
The following table shows the effectiveness of the actions undertaken.
SOCIAL ETHICS** RATINGS OF PLANTS BASED IN COUNTRIES AT RISK AND PRODUCING PRIVATE-LABEL
PRODUCTS FOR THE GROUP
2023*
2024
Percentage of plants located in countries at risk and covered by a valid ICS social audit
85%
91%
% of audited active plants located in a country at risk that are rated:
Acceptable**
72%
70%
Acceptable with issues (level 1)**
23%
26%
Acceptable with issues (level 2)**
4%
3%
Probationary**
1%
1%
Number of plants removed from the supplier list for ethical reasons
7
3
*
The 2023 data have been recalculated, excluding subsidiaries no longer covered by the Duty of Care Plan in 2024.
**
A plant’s rating is assigned by the Ethics Coordinator of the subsidiary working with the plant, according to the procedures described in the SCOP
Manual and depending on the plant’s latest ICS social audit score.
Preventive measures are primarily undertaken in factories
rated “Probationary” and “Acceptable with issues”. However,
given the Group’s relatively small contribution to a plant’s
order book (less than 3% on average for apparel-makers),
the requested remedial actions can only be deployed
through joint initiatives undertaken in collaboration with
other plant customers. This is why the Group cooperates
with other companies as part of the ICS. When a plant fails
to implement the requested actions, it is removed from the
Group’s list of approved suppliers.
In addition to monitoring working conditions through ICS
social audits, the Group also pays particular attention to
training and support for factories working for the Group, in
particular by encouraging them to take part in training
courses offered by ICS throughout the year, such as:
• training courses offered in China and Vietnam on health
and safety in the workplace in partnership with the ILO,
as part of their Sustaining Competitive and Responsible
Enterprises (SCORE) programme;
• the e-learning programme launched in October 2022 by
the ICS in partnership with the ILO’s International Training
Centre (ITC), entitled “Working Time: Improving health,
safety and productivity through working time schedules”.
A total of 668 participants attended the course, and
certificates were awarded to those who completed all
four modules and obtained a score of 85% or more in the
final quiz. Factories that had not yet registered for or
completed the training programme were again invited to
do so in April 2023;
• also under the ICS partnership with the ILO, two factories
in Madagascar producing private-label textile products
for the Group participated in the “Better Work Programme
in Madagascar”, a two-year pilot programme launched in
September 2021. This programme aims to train managers
and workers in these factories on matters such as labour
relations dialogue, complaint mechanisms, gender equality
and harassment.
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To reach out to factories on a more global scale and help
them build their skills in social and environmental issues, in
April 2023, the ICS also uploaded a large catalogue of
e‑learning courses to its database for factories. These courses
were offered by various stakeholders such as the OECD, the
ILO and its training centre, the ITC (International Trade
Centre) and the Food and Agriculture Organization (FAO).
The various training courses cover a broad range of topics
including duty of care, international labour standards, health
and safety at work, forced labour and forest management
to combat deforestation.
In 2024, the ICS also published a user guide on its database
for factories to oversee the implementation of corrective
action plans.
3.2.5.2.3
Specific measures for garment
factories in Bangladesh and Pakistan
Given the level of risk of the apparel suppliers identified
in the duty of care risk map, private-label garment factories
are subject to particularly strict oversight, notably when
they are in Bangladesh. These factories are covered by
the working and environmental conditions monitoring
programme described above. Specific measures have been
put in place for factories located in:
Bangladesh
No ready-made garment factory may be approved as a Group
supplier unless it has been disclosed to the International
Accord for Health and Safety in the Textile and Garment Industry.
Accordingly, Group subsidiary Monoprix has disclosed the
factories in Bangladesh to the Accord, which the Group
pledged to uphold in July 2013 to support the ongoing
collective and collaborative process and improve safety
conditions in local factories: all of the disclosed factories
have been audited by the Accord.
For the Accord to continue its operations in Bangladesh,
Casino Group supported the project led in 2019 and 2020 by
the Accord Steering Committee and the Bangladesh Garment
Manufacturers and Exporters Association (BGMEA) to replace
the Accord on Fire and Building Safety with a new entity,
the Ready-made Garment Sustainability Council (RSC).
The Group, through its subsidiary Monoprix, which is mainly
concerned with sourcing in Bangladesh, signed up to the
International Accord for Health and Safety in the Textile and
Garment Industry in October 2021 and renewed its
commitment in November 2023.
All new local factories working for the Group’s private-label
apparel products were systematically inspected through
ICS
audits
prior
to
accreditation
(announced
and
unannounced audits).
Pakistan
In 2022, the Group took part in the various meetings organised
by the Accord and responded to consultations conducted
by it to examine the possibility of extending its work to
other countries. On 14 December 2022, this resulted in the
launch of the Pakistan Accord on Health and Safety in the
Textile and Garment Industry, which Monoprix also joined
in 2023 in a commitment to supporting the collective effort
to improve safety conditions in factories in Pakistan.
MONITORING GARMENT FACTORIES
2023*
2024
Number of active garment factories producing private-label apparel for the Group
in countries at risk
375
310
Proportion of active garment factories producing private-label apparel in countries at risk
covered by a valid ICS audit
91%
94%
Bangladesh
Number of active RMG factories producing private-label apparel for the Group in Bangladesh
29
37
% of active RMG factories monitored by the International Accord for Health and Safety
in the Textile and Garment Industry
100%
100%
Number of employees working in RMG factories supplying the Group and tracked by the Accord
80,003
114,082
Average compliance rate in the RMG factories supplying the Group and disclosed to the Accord
95%
93%
*
The 2023 data have been recalculated, excluding subsidiaries no longer covered by the Duty of Care Plan in 2024.
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3.2.5.2.4 Specific control measures concerning
environmental risks
In 2018, the Group supported the introduction of a
complementary ICS audit protocol for environmental
issues, so that it could continue to share the findings of
audits performed in plants used by several members and
to pool the remedial action plans. This supplementary
environmental audit campaign is being rolled out in tier 1
or higher facilities whose processes pose the highest
environmental risk in the manufacture of household linens,
denim apparel and leather goods.
The Group also drafted a handbook of best practices for its
suppliers in the most widely used denim processing techniques.
For each one, it describes the main risks involved and, on
the facing page, the recommended safety guidelines and
personal protective equipment. It also specifies best chemicals
management practices, as well as the environmental issues
to be addressed in managing the effluent and waste generated
by denim wet processing. The handbook has been shared
with the ICS so that it can be used by all of the member
brands, their suppliers and the factories manufacturing
denim products.
In 2022, the Group took part in ICS working groups to
develop the "environmental checklist", a new tool enabling
ICS members to collect environmental data from their
subcontractor factories. This checklist focuses primarily on
factory data related to energy consumption, water consumption,
air emissions, wastewater and waste generation. This data
can then be used by ICS members to prioritise their
environmental audit campaigns, assess environmental risks
in their supply chains, and integrate the data into
environmental scoring tools for plants and/or products.
The Group updated its social and environmental Supplier
Compliance Programme in 2023, chiefly to step up its
environmental audit requirements. This meant adding new
categories of production plants subject to ICS environmental
audits, creating audit status reports similar to those used
in social audits and defining cases of critical non-compliance
triggering the automatic exclusion of a factory on
environmental grounds.
Environmental audits carried out in plants involved in the production of private-label
products for the Group
2023*
2024
Number of environmental audits carried out
36
39
of which directly commissioned by the Group
6
2
of which commissioned by another ICS member
30
37
Breakdown by purchasing category
Food
0%
3%
Apparel
42%
77%
Non-food
58%
20%
*
The 2023 data have been recalculated, excluding subsidiaries no longer covered by the Duty of Care Plan in 2024.
3.2.5.2.5
Actions to improve knowledge
of the supply chain
Lastly, in order to tighten controls within the supply chain,
20 ICS social audits were performed in 2024 in factories
located in countries where sourcing is authorised under less
stringent controls. These audits help to improve knowledge
about the level of social and environmental compliance of
factories located in countries not considered to be at risk,
thus contributing to Casino Group’s analysis of country
risks, which in turn helps to make the Group’s risk mapping
and Duty of Care Plan more robust.
For several years now, the Group has supported the
creation of an ICS social audit framework for farms and
other production sites in the primary sector, due to the
specific issues they face. The Group has been involved in all
the work of the Primary Production working group since
it was first set up. In March 2022, this working group put
forward an initial version of its social audit framework for
the primary sector, which Monoprix has since used on four
organic fruit and vegetable farms in Spain and on two citrus
plantations in Brazil. These social audits confirmed the
relevance and utility of this type of specific audit framework.
Since 2019, the Group has supported the partnership
between the ITC (International Trade Centre) and the ICS in
the Sustainability Map project supported by the European
Commission, and the free online Sustainability Map platform
(https://www.sustainabilitymap.org/home), which improves
transparency of supply chains. This tool, which is currently
being rolled out, can be used to ensure that the plants
declared as suppliers (tier 2) to the Group’s tier 1 plants have
not been excluded for ethical reasons, are not located in
sourcing regions banned by the Group, or are not accused
of human rights violations (forced labour, child labour,
discrimination, etc.) or environmental violations. This platform
increases transparency and traceability within the supply
chains of ICS members and, as a result, enables the Group
to more effectively monitor its plants involved in the
production of private-label products.
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3.2.6
Assessment measures and actions concerning private-label
suppliers whose products contain palm oil
3.2.6.1
Regular risk assessment procedures, risk mitigation programmes and initiatives
to prevent serious violations, harm or damage
Several private-label products contain palm oil as an ingredient,
which raises risks of deforestation, particularly in Indonesia
and Malaysia, and of soil erosion, water pollution, the impact
of single-species farming on biodiversity, and poor working
conditions on palm oil plantations (risk of child labour,
forced labour and workplace health and safety). As palm oil
is purchased from refiners or importers by the Group’s
direct suppliers, the Group requires them to guarantee that
it complies with the No Deforestation, No Exploitation
commitments defined by the Group’s partner, the Earthworm
Foundation. This means sourcing palm oil from plantations
whose practices safeguard high conservation value and
carbon-rich forests, and whose methods support the
development of small producers and respect local communities
and workers’ rights.
In order to reduce these risks, Casino Group has curbed the
use of palm oil in its food products since 2010, removing it
from a large number of its organic and other private-label
products. In 2011, it addressed a variety of stakeholder
concerns by joining the Roundtable on Sustainable Palm
Oil (RSPO), while in France it pledged to use only RSPO-
certified palm oil by 2020, prioritising crops certified
to Segregated or Identity Preserved standards, which offers
the added advantage of being able to trace the palm oil
to its source.
The absence of forced labour and child labour are among
the items checked by external auditors during the RSPO
certification audit of a plantation.
In addition to the RSPO, from 2015 on, suppliers have been
informed of the Group’s palm oil policy by letter. The Group
asks its suppliers to trace the palm oil used in its private-
label products by identifying and declaring the refiner or
initial marketer, in order to obtain visibility throughout the
supply chain.
The Group believes that close collaboration among
stakeholders across the production chain – NGOs, refiners,
growers and manufacturers – is the only way to achieve the
common goal of using only palm oil produced without
causing deforestation or exploitation. This is why it joined
the Palm Oil Transparency Coalition (POTC) in 2019. The
POTC conducts an assessment of refiners’ policies and
actions with regard to their zero deforestation commitments,
which allows us to assess the level of risk and engage in
constructive dialogue with our suppliers to encourage the
refiners from which they purchase palm oil to tighten their
controls and improve their supply chain.
3.2.6.2
Implementation outcomes
In France, the Group calculates the palm oil footprint of its
private-label food and non-food products and gathers
information such as names and addresses to trace the palm
oil content back to the initial importer and/or refiner.
The method consists in sending a questionnaire to each
direct
supplier
whose
products
contain
palm
oil.
The questionnaire is designed to trace the palm oil content,
so as to identify all of the stakeholders across the supply
chain to the first importer from the producing countries.
Palm oil volumes have been reported annually to the RSPO
since 2012. Reports are available at: https://rspo.org/.
The list of palm oil mills is compiled using the Global Forest
Watch application: https//data.globalforestwatch.org.
The “zero deforestation” commitments of initial importers
were analysed in cooperation with the Earthworm Foundation,
of which Casino Group is a member, between 2016 and
2018. The analysis focused on four fundamental criteria: the
company’s palm oil policy and underlying commitments;
the company’s reputation in connection with its palm oil
operations; the transparency of its supply chain; and
the initiatives undertaken to apply its policies or improve
its sourcing. Since 2019, this analysis has been carried out
by the Palm Oil Transparency Coalition (POTC) as part of
collective action with other retailers committed to the same
approach. The POTC sends annual assessment questionnaires
to palm oil importers to get a precise picture of their level of
commitment to sustainable palm oil. The findings are
shared in the form of a report with all POTC members.
Casino Group informs its own direct suppliers of the findings
so that they can take them into account in their purchasing
policies. The report is also available on the POTC website.
Since 2020, Casino Group has reported the POTC analysis to
its private label suppliers in France to continue to raise
awareness about the risks associated with palm oil
according to importers.
In France in 2024, 100% of the palm oil used in the
134 private-label food products containing palm oil was
RSPO-certified, including 125 products at the Segregated
(SG) or Identity Preserved (IP) level giving the most
guarantees, i.e., 100% of Casino, Monoprix and Franprix
brand products.
In 2023, the Leader Price brand was relaunched with
products containing palm oil, which are the subject of a
specific action plan to ensure compliance with the
commitments laid down for private-label products. In 2024,
Leader Price private-label products containing palm oil
were RSPO-certified to at least Mass Balanced (MB) level.
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Duty of Care Plan
The Segregated level (SG) is the second strictest RSPO
certification. It means that certified palm oil is kept separate
from conventional palm oil throughout the supply chain,
from the palm plantation to the finished product of any
processor and distributor. The Identity Preserved level (IP) is
the strictest certification because the palm oil from a
certified palm plantation must be isolated throughout the
supply chain (as with the Segregated level), and its origin
must also be traceable.
Casino Group scored 15.75/24 in the WWF’s 2021 Palm Oil
Buyers Scorecard, ranking it second among French retailers.
3.2.7
Duty of care alerts
3.2.7.1
Alert and report compilation mechanisms
After consultations with employee representatives, Casino
Group simultaneously set up two alert mechanisms, one for
reporting Sapin II law violations and the other for reporting
and compiling accusations of alleged or actual risk of
causing the serious violations, harm or damage described
in French law No. 2017-399 of 27 March 2017.
The second mechanism is open to any employee, or any
other person, who wishes to report, anonymously and in any
language, possible infringements of the above-mentioned law,
simply by writing to contact75vgl@deontologue.com. The
address may also be accessed on the Group’s corporate
website (www.groupe-casino.fr CSR Commitments/Produce
better/Improving the supply chain).
Reports are received and processed by the Group Compliance
Officer and the Group CSR Department. Anonymised reports
are also discussed during Duty of Care Committee meetings.
The Group Ethics Officer, who must consistently demonstrate
independence, objectivity and impartiality in handling reports,
is subject to strict confidentiality. He or she is required to
inform anyone involved in the investigation and verification
procedures triggered by a report that such confidentiality
extends to them as well. The Group Ethics Officer must also
ensure that the identity of the whistleblower remains
confidential at all times.
Strict confidentiality is also ensured via the following procedures:
• a secure email address is used;
• a special electronic file is created on a secure server
protected by a regularly changed password. Casino Group
has deployed a full range of systems and procedures to
protect the whistleblower's personal data.
This system, referred to in the Supplier Ethics Charter
following its update in 2019, expands on the internal alert
mechanism already available to employees (see Chapter 3,
section 3.1.4 “Governance”, paragraph 1.4 “Corruption”).
3.2.7.2
Alerts raised through dialogue with stakeholders
The table below details the duty of care alerts raised through dialogue with our stakeholders and publications citing the
Group in 2024, as well as the policies and actions implemented by the Group on the issues targeted by these alerts.
Type of risk
Description of the alert
Response
URD references
Soy supply chain risk
In March 2024, the NGO Mighty
Earth published the first report
of its "Rapid Response"
programme on soy, identifying
eight cases of soy farms that had
recently undergone deforestation.
Mighty Earth contacted us
following this publication
to obtain our action plan.
In November 2024, we were again
contacted by Mighty Earth, which
informed us of new cases of soy
farms in Brazil that had undergone
deforestation and whose soy could
end up in the supply chains of
animal feed suppliers.
We provided a response to Mighty
Earth and shared our action plan
for each of these requests, in which
we reiterate our commitment to
facilitating the development of supply
chains produced with ZDC-guaranteed
soy and/or with a reduction in the
proportion of soy in animal feed in
favour of alternative proteins. We also
actively participate in working groups
on the EUDR to ensure its operational
implementation within the Group.
The policy and actions taken
by the Group to reduce the
risk related to imported soy
in France are presented in
section 3.1.2 “Environment”,
paragraph 4 “Biodiversity
and ecosystems”.
See section 3.5.4.6.
“Preserving biodiversity”
of the 2023 Universal
Registration Document for
the estimate of the Group's
soy footprint in 2022. It
should be noted that 69%
of volumes were covered
by suppliers who had
signed the Group's "Zero
Deforestation and
Conversion" (ZDC)
Soy agreement.
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Other sustainability information
3.2.7.3
Note on the claims and proceedings under duty of care legislation
In France, the Group was summoned on 3 March 2021 to
appear before the Saint-Étienne court and then before the
Paris court in relation to claims by several French, Brazilian
and Colombian non-profits in relation to the duty of care of
parent companies and ordering parties. These claims
related to the supply of beef by former subsidiaries in Brazil
and Colombia. The case was transferred to the Paris court in
2022. The plaintiffs are seeking compensation for alleged
damages in connection with alleged breaches by the Group
of its duty of care. At this stage, the plaintiffs estimate this
loss at €7,801,110. The Group contests these allegations and
considers that it has fulfilled its obligations under the duty
of care, it being specified that during the course of the
proceedings it withdrew from Latin America, which led the
plaintiffs to abandon their requests for injunctions relating
to the Duty of Care Plan.
The proceedings are still at the pre-trial stage.
In 2022, four NGOs issued formal notices to nine companies,
including Casino Group, regarding compliance with legislation
on duty of care with regard to the use of plastic. Casino
Group responded to this formal notice within the three-
month legal deadline by reaffirming:
• its commitments and actions to reduce the impact of
plastic present in products sold, in particular by suppliers,
taken in 2019 as part of the National Pact on Plastic
Packaging signed by the Group;
• its willingness to enter into dialogue, in accordance with
the National Pact on Plastic Packaging, with NGOs to
discuss the commitments made and their relevance, the
resources implemented and the solutions they have
proposed. In 2023, Casino Group met with representatives
of two NGOs, which presented their analysis of risks
related to plastic production and use. No legal proceedings
were initiated against the Group during the period.
More information on the policy to reduce plastic packaging
can be found in section 3.1.2 "Environment", paragraph 5.1
"Description of the policy related to resource use and the
circular economy".
3.3
OTHER SUSTAINABILITY INFORMATION
The impact of the Company's activities on the fight against
tax evasion is set out below:
Casino Group’s tax policy is implemented by a dedicated
team with access to all resources, in terms of both training
and documentation, necessary to (i) take into account
changes to the law and (ii) support operating teams in
France and abroad. This policy is based on the following
focuses and commitments:
• complying with all national tax legislation and paying all
taxes due in all host countries in a timely manner;
• avoiding aggressive tax schemes aimed at evading taxes
or transferring profits to countries with preferential tax
regimes;
• cooperating in full transparency with the tax authorities.
Casino Group maintains open, constructive relationships
with the various administrative authorities, legislative bodies
and courts in charge of performing tax audits, updating
standards and settling disputes. With regard to tax
transparency, the Group complies with the recommendations
of the Organisation for Economic Cooperation and
Development (OECD), notably with regard to intragroup
transactions, and does not use structures located in “non-
cooperative” tax jurisdictions as defined by regulations. The
Group also complies with the OECD recommendations
aimed at combating base erosion and profit shifting. The
Group’s tax policy is publicly available on its corporate
website (www.groupe-casino.fr/en).
Actions to promote the link between the nation and its
armed forces and to support enlistment in the national
guard reserves (Article L. 22-10-35 of the French Commercial
Code in force from 1 January 2025):
In December 2017, Casino Group signed an agreement with
the French Ministry of the Armed Forces to support
the nation’s military reserve policy. In line with its citizens’
commitments, the Group’s objective is to support the
French National Guard by facilitating the exercise of reserve
periods by salaried operational reservists. Reservists among
the Group’s operational employees can benefit from
a more favourable and more protective contractual regime
than the previous system, which it is hoped will encourage
more volunteering. Lastly, to make this system an innovative,
collective, shared commitment, the Group has established
an “operational reserve leave fund” based on the donation
of leave days by supportive non-reservist employees, with
matching contributions from the employer. This enables
the fund to finance the additional days of leave granted
to reservist employees. Actions have also been taken to
facilitate employees' engagement as volunteer fire fighters,
such as granting them three days’ paid leave for training.
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4.1
Internal control
and risk management
288
4.1.1
Organisation of and general
approach to internal control
and risk management
288
4.1.2
General risk management principles
291
4.1.3
General internal control principles
293
4.2
Internal control over accounting
and financial information
296
4.2.1
Objectives
296
4.2.2
Monitoring the financial
reporting process
296
4.2.3
Process for the preparation
of accounting and financial information
297
4.3
Main risk factors
298
4.3.1
Operational risks
300
4.3.2
Financial risks
308
4.3.3
Corporate social responsibility
(CSR) risks
309
4.3.4
Legal and regulatory risks
311
4.4
Insurance – risk cover
312
4.4.1
Overview of the insurance policy
312
4.4.2
Assessment of insurance cover
and related costs
312
4.5
Ongoing investigations
and legal proceedings
313
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4.1
INTERNAL CONTROL AND RISK MANAGEMENT
4.1.1
Organisation of and general approach to internal control
and risk management
4.1.1.1
Standards
The Group’s internal control and risk management system
is based on the internal control and risk management
framework published by France’s securities regulator,
the Autorité des marchés financiers (the “AMF Framework”).
The system’s organisation and procedures comply with
the general principles described in the AMF Framework,
the related internal control and risk management guidelines
published in January 2007 and the updated risk management
guidelines dated July 2010.
This chapter has been prepared based on interviews, reviews
of audit reports and responses to AMF questionnaires and
internal questionnaires designed to identify all components
of the Group’s internal control and risk management system.
4.1.1.2
Scope
The Group’s risk management and internal control systems
as described below are those applicable to the parent company
and to its controlled subsidiaries within the meaning
of Article L. 233-1 of the French Commercial Code (Code de
commerce).
At end-2023, the Group had four listed subsidiaries, Intexa
in France and GPA, Éxito, and Cnova outside France,
that were also subject to various internal control and risk
management obligations. The Group sold Éxito in January 2024
and lost control of GPA in March 2024, while retaining
significant influence.
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4.1.1.3
Parties involved in risk management and internal control
Management
Executive Committee
Operating Managers
Board of Directors
Audit Committee
Governance and Social Responsibility Committee
1st line of control
All employees
Implement internal control
day after day.
Operating management
Perform appropriate
controls on the processes/
activities under their
responsibility and report
all necessary information
to the second line
of control.
Unit management
committees
Responsible
for establishing
and overseeing the system
of internal control over
the activities under
their responsibility.
Also responsible
for identifying, each year,
their top ten major risks
and their top five major
CSR risks, assessing
the extent to which
they are controlled
and defining action plans
to manage the risks.
2nd line of control
Group Risks department, including the Internal
Control department and the Insurance department
Coordinates the preparation and implementation of risk
management systems (including mapping of major risks),
and oversight of internal control and insurance cover.
Reports regularly to the Audit Committee on the results
of its work.
CSR department
Participates in identifying and assessing the Group’s main
CSR risks and opportunities through the risk mapping
process and materiality analyses.
Prepares the duty of care risk map used to identify
the business units’ highest risk suppliers and participates
in meetings of the Duty of Care Committee.
Reports to the Governance and Social Responsibility
Committee on the results of its work.
Group Legal department
Responsible for the compliance of the Group’s operations
with laws and regulations. The heads of business units
and their representatives are responsible for ensuring
compliance with the applicable laws in their host country.
The Group Risks department, in liaison with the Group Legal
department and the relevant business unit departments,
is responsible for identifying risks related to laws and
regulations and for ensuring that the associated controls
are properly applied.
Group Information Systems Security department
Regularly assesses each unit’s information systems security,
ensures that action plans have been drawn up to address
areas for improvement and leverages synergies between
information systems security departments to ensure
a consistent level of security across all units.
Reports annually to the Audit Committee on the results
of its work.
Specialised Committees
Group Ethics Committee
Risk, Security and Crisis Management Committee
Data Compliance Committee
Duty of Care Committee
3rd line of control
Internal Audit
department
Performs regular audits
of risk management and
the internal control system,
covering operational,
accounting and financial,
and compliance risks and
procedures, in accordance
with the annual internal
audit plan.
Reports annually to
the Audit Committee and
the Governance and Social
Responsibility Committee
on the results of its work.
Management, via the Executive Committee, is responsible for
defining, designing and implementing the risk management
and internal control system.
The Board of Directors of Casino, Guichard-Perrachon
(the “Company”) is informed of the main characteristics
of the risk management and internal control systems. It has
set up an Audit Committee, whose composition, role and
work in 2024 are described in the Board of Directors’
corporate governance report (see Chapter 5 – “Corporate
Governance Report”, [section 5.2.2.3 “Work of the Board of
Directors’ Committees in 2024”]).
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Under the responsibility of the Board of Directors, the Audit
Committee’s primary role is to supervise the preparation
and control of accounting and financial information, which
includes obtaining assurance about the effectiveness of the
internal control and risk management systems. It periodically
reviews internal control procedures and, more generally,
audit procedures. It reviews all facts or events that could
have a significant impact on the position of the Company
or its subsidiaries in terms of commitments and/or risks.
The Committee is also responsible for checking that the
Group has the appropriate resources and structures
to identify, detect and prevent risks, errors or irregularities
in the management of its business. As such, it maintains
continuous oversight of the risk management and internal
control system.
The Committee draws on the work of the Governance and
Social Responsibility Committee, another of the Board's
Specialised Committees, regarding the duties mentioned
in points 1, 2, 3, 4 and 7 of Section II of Article L. 821-67 of
the French Commercial Code concerning the monitoring
of issues related to the preparation and verification
of sustainability information. The Governance and Social
Responsibility Committee works with the Audit Committee
to ensure that procedures are in place to identify and
manage the main ethical and corporate social responsibility
(CSR) risks and to verify compliance with the laws and
regulations applicable in these areas.
The roles and responsibilities of the Audit Committee and
the Governance and Social Responsibility Committee,
including the limits thereon, are described in the Board of
Directors’ internal rules and the Committees’ charters.
The Group Risks department is comprised of two units:
• the “risks and insurance” unit, whose role is to:
• help Casino Group entities, in France and abroad,
identify and monitor risks,
• create and update risk maps, and
• take out and manage insurance cover for risks within
the Group and its subsidiaries while ensuring effective
claims management. This concerns property and liability
insurance cover, as well as the Group's employee
benefits schemes (health and death/disability);
• the “internal control” unit, whose role is to:
• oversee the implementation of a common internal control
system across the Group aimed at (i) identifying key
controls in response to identified risks and (ii) launching
internal control self-assessment programmes within
the Group’s business units,
• ensure that internal control weaknesses identified by
internal or external players in the course of their work
are addressed by action plans and that implementation
of these plans is monitored, and
• establish and lead a process for identifying and analysing
instances of fraud, and improving efficiency in the
detection and prevention systems set up in the Group’s
business units.
The Group Legal department consolidates, shares and
disseminates best practices among the Group’s business
units, through the work of specialised, cross-functional legal
functions or of expert legal teams at Group level. The legal
team is responsible for advising the business units and
ensuring that they comply with the laws and regulations
applicable to them. To do this, it prepares and circulates
opinions, standard procedures and memos on the Group’s
legal and regulatory obligations, in line with the best practices
defined at Group level.
In each consolidated entity, specialised legal departments
monitor regulatory developments under the supervision of
the Group General Counsel, and may be assisted by external
firms, in order to ensure that the entity complies with
applicable laws and regulations. Monitoring changes in
employment law is the responsibility of the Human Resources
department and its dedicated employment law shared
service centre. The business units’ legal departments report
to the Group Legal department on their unit’s legal risks.
Training programmes for managers and/or operations teams
on current issues or specific points are regularly organised
by the legal teams, with the assistance of external experts
if necessary.
The Group Legal department works closely with the Risks
department (including the Internal Control department)
and the Compliance department to develop and implement
action plans to raise awareness about legal risks among the
Group’s operational and support teams. It also circulates
key notes and procedures, provides training and communicates
alerts to employees.
The Group Information Systems Security department
coordinates systems security initiatives. Regular security
assessments are performed in each business unit and action
plans are drawn up as part of the continuous improvement
process. The department analyses the subsidiaries’ systems
security projects to ensure that they effectively address
current threats and are appropriate considering the systems’
maturity. These issues are addressed by leveraging synergies
between the various systems security teams to optimise
the choice of topics, share information in order to achieve
greater agility, and coordinate initiatives in order to ensure
a consistent level of security across the Group.
The Risk, Security and Crisis Management Committee
participates in the Group-wide risk management process
and ensures that a consistent overall process is in place
to prevent risks that could have a major impact on the
implementation of the Group’s strategy, the achievement
of its objectives or, more generally, its continuity. Any
specific problems identified by the Committee are reported
to Management.
At the initiative of the Group Risks department, the Committee
meets based on current developments in the topics addressed
and brings together representatives from the Executive
Committee and the functional and operational departments
(Legal, Internal Audit, Internal Control, IT Systems and
Security, and Operations).
This Committee is also the body responsible for crisis
management (affecting employees, consumers, the Group's
image and its assets). It involves the members of this Committee
and Management (and, where applicable, the Chief Executive
Officer and/or other members of the Executive Committee)
and internal staff (heads of the branches, business lines or units
concerned, and the External Relations, Quality, Communication,
CSR departments, etc.) or external experts (consultancy agencies,
lawyers, etc.) as needed to deal effectively with the crisis.
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The process is improved continuously based on actual
experience, with the aim not only of better managing crisis
situations but also of pre-empting them by setting up
intelligence systems covering the various crisis factors the
Group might need to address.
The Data Compliance Committee, which meets regularly,
i.e., several times a year, verifies compliance with personal
data protection rules and discusses all of the issues relating
to ensuring compliance with the General Data Protection
Regulation (GDPR) and with the French Data Protection
Law, in conjunction with the Data Protection Officers (DPO)
and Group Management, so that practices are harmonised.
Any specific problems identified by the Committee are
reported to Management.
The main tasks of the Duty of Care Committee are to:
• ensure compliance with the French law on the Duty of Care
of Parent Companies and Ordering Parties;
• define the risk mapping methodology and effectively map
the risks involved in the operations of the Group and its
suppliers;
• analyse the findings of the risk mapping exercise;
• ensure that there are action plans to mitigate risks and
prevent serious violations or harm, that they are properly
applied, and that their effectiveness is assessed;
• ensure that an alert mechanism is in place to report
potential violations(1).
The Duty of Care Committee meets regularly, i.e., every
quarter. Its members include the Secretary of the Board of
Directors, the Director of Production, Innovation, Quality
and Mediation at the AMC purchasing hub, the Group Risk
Director, the Compliance Director, the CSR Director and the
Group Internal Control Director.
The Ethics Committee oversees the management of the
anti-corruption compliance programme at Casino Group
level and its implementation within the subsidiaries, which
are responsible for its execution. The Committee meets
quarterly. Its main roles are to:
• define the content and ensure the update of Casino
Group’s Ethics Charter and Code of Ethics and Conduct;
• ensure the implementation of ethics and business conduct
compliance programmes and related procedures;
• make decisions on the implementation of compliance
programmes, particularly in the event of reported difficulties,
and alert Casino Group Management, if necessary;
• define and review the performance metrics associated
with the implementation of compliance programmes.
The members of the Ethics Committee include Directors
from the Group Legal department, Compliance department,
Risks/Internal Control departments, Communications and CSR
departments, Human Resources department, Internal Audit
department, as well as the Group Ethics Officer and the
Secretary of the Board of Directors.
The network of Ethics Officers appointed by the business
units and led by the Group Ethics Officer take part in the
ethics governance mechanisms.
The Group Internal Audit department and the business units’
Internal Audit departments regularly review the effectiveness
of the risk management and internal control system during
their internal control assessments and contribute to its
monitoring (see section 4.1.3.5 for more information about
the Internal Audit department’s monitoring activities).
4.1.2
General risk management principles
4.1.2.1
Definition
The risk management system encompasses a set of resources,
behaviours, procedures and actions adapted to the Group’s
specific characteristics that enables executives to effectively
detect and keep risks at acceptable levels for the Group, if not
eliminate them altogether. Taking advantage of opportunities
and developing the business in an uncertain environment
necessarily involves a certain amount of risk-taking.
Employees, managers and department heads are responsible
for ensuring that risk management and internal control
systems operate efficiently while continuously seeking to
improve them.
4.1.2.2
Objectives
The key objectives of risk management are to help:
• create and preserve the Group’s value, assets and reputation;
• secure decision-making processes and the processes that
help the Group meet its objectives;
• ensure that the Group’s actions are consistent with its values;
• promote a shared vision of the main risks among all
employees.
(1)
For more details, please refer to section 3.2 “Duty of Care Plan” in Chapter 3 “Corporate Social Responsibility”.
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4.1.2.3
Risk management process
Within Casino Group, risk management is decentralised
under the supervision of the parent company’s Management.
The business units’ Management Committees are responsible
for identifying, analysing and dealing with the main risks
facing them.
1.
Risk identification
The Group is faced with various types of risks such as
operational risks, CSR risks, legal and regulatory risks,
and financial risks. The main risks are described in section
4.3 “Main risk factors”.
The Group Risks department conducts a review of the
major risks through a working group made up of members
of the Risk, Security and Crisis Management Committee,
rounded out by members of the Executive Committee.
At business unit level, each unit’s Management Committee
identifies and assesses the ten risks considered the most
significant in terms of residual exposure (after considering
the existing control measures). For each risk, each
Management Committee provides the following:
• an assessment of the financial impact and frequency of each
risk (before and after the implementation of control measures);
• the main causes and consequences of each risk;
• recommending ways of addressing the risk in order to
improve internal control (with four options: conservation,
mitigation, transfer or avoidance – see below);
• formal action plans to reduce the level of residual risk.
The Group Risks department has developed methods and
tools to assist the business units in identifying their ten major
risks. These include:
• a risk catalogue to facilitate the identification process and
ensure that all business units describe the same risks
in the same way;
• rules for assessing the financial impact and probability of
risk occurrences (before and after remedial action plans);
• “risk worksheets” summarising the description and
assessment of risks and existing control measures, as well
as presenting additional remedial action plans for the
coming year. These “risk worksheets” are used to manage
and track the implementation of the plans.
2.
Risk assessment
The risks identified by each business unit’s Management
Committee are analysed and quantified by the business
unit and the resulting map of major risks is used as the basis
for the Group Internal Control department’s work and for
preparing the annual audit plan implemented by the Group
Internal Audit department.
To help ensure the specified action plans are duly
implemented and monitor their implementation, each major
risk identified by the business units’ Management Committees
is placed under the responsibility of one of the members of
that Committee.
Risks are reviewed regularly during certain Group Internal
Audit assignments. The internal auditors evaluate them
independently according to their impact and likelihood of
occurrence, taking into account internal controls.
3.
Risk management and
4.
definition of action plans
The control activities described below in section 4.3 “Main
risk factors” are intended to reduce the risks identified by
the Management of each business unit and at Group level,
and whose occurrence may prevent the Group from
achieving its objectives.
Depending on the chosen risk treatment, the business
units draw up action plans to reduce the risks.
The four possible ways in which risks can be treated include:
• risk mitigation: measures are taken to mitigate the
probability and/or impact of the risk; the Group Internal
Control department may be requested by the business
unit to implement necessary means to mitigate the risks;
• risk conservation: no additional measures are taken to
change the level of residual risk; the risk is accepted and
assumed by the business unit’s Management;
• risk transfer: the probability of occurrence or impact of
the risk is reduced by transferring or sharing part of the
risk, for example on the insurance market;
• risk avoidance: the activities giving rise to the risk are
abandoned.
The subsequent analysis conducted by Group Internal
Audit identifies residual risks, which may be significant, and
leads to recommendations for action plans. The internal
auditors subsequently check that these recommendations
have been implemented and the risks reduced.
The Group Risks department monitors implementation of
the action plans drawn up by the business units.
Identification
of major
risks
Risk analysis
and
assessment
Action plan
definition
and monitoring
Risk
treatment
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Internal control and risk management
A body responsible for crisis management has been set up,
involving members of the Risk, Security and Crisis Management
Committee and Management (and, where applicable, the
Chief Executive Officer and/or other members of the Executive
Committee) and internal staff (heads of the branches,
business lines, or units concerned, and the External Relations,
Quality, Communication, CSR departments, etc.) or external
experts (consultancy agencies, lawyers, etc.) as needed to
deal effectively with the crisis.
4.1.3
General internal control principles
4.1.3.1
Definition of internal control
The internal control system is defined and implemented under
the responsibility of each business unit. This organisation allows
them to participate in controlling their activities, while ensuring
operational efficiency and efficient use of resources. It also helps
to ensure that the material risks that may affect a business
unit’s ability to achieve its objectives are dealt with appropriately.
4.1.3.2
Objectives
The AMF Framework states that internal control aims to
provide reasonable assurance concerning:
• compliance with laws and regulations;
• compliance with Management instructions and guidelines;
• efficient execution of processes, particularly for safeguarding
assets;
• the reliability of financial information.
However, as emphasised by the AMF Framework, no matter
how well designed or well applied, no internal control
system can provide absolute assurance that the Group will
achieve its objectives. All internal control systems have
inherent limitations, due notably to uncertain external events,
the exercise of human judgement and the breakdowns that
can occur because of human failures or simple errors.
4.1.3.3
Internal control environment
Due to the diversity of their activities, each business unit
has its own support functions, which work in cooperation
with the corresponding Group department.
Setting and communicating objectives
Casino Group’s strategic and financial objectives are set by
the parent company’s Management in a three-year business
plan that is reviewed every year. The first year of the plan
constitutes the annual budget.
The business plan process is led by the Strategic Planning
department, which is responsible for:
• coordinating preparation of the business units’ three-year
business plans and checking that they are consistent and
are aligned with the Group’s strategy;
• liaising with the business units’ Finance departments
to check that major cash inflows and outflows are
balanced,
particularly
capital
expenditure,
financial
resource allocation and debt management transactions;
• monitoring, with the Group Finance department and
its Budget Control unit, actual performance compared
to the business plan and updating the business plan
to take into account actual results;
• contributing, with the Executive Committee and the
business or support units concerned, to the preparation
of the main corrective action plans and monitoring their
implementation.
Ethics and conduct
The Group’s Code of Ethics and Conduct, adopted in 2017
and updated in 2023, defines the rules of conduct that all
members of personnel must abide by at all times in their
daily work. The Code specifically sets out the principles and
behaviour to adopt as regards bribery and corruption.
In accordance with the Sapin II Act of 9 December 2016 on
transparency, anti-corruption and the modernisation of the
economy, the Group rolled out the Code to all of its units.
It also set up an internal whistleblowing system and created
a network of Ethics Officers whose main role is to answer
employees’ questions about the Code of Ethics and
Conduct and to receive and deal with alerts raised under
the whistleblowing system. The system guarantees that
the whistleblower’s identity and the contents of the alert
will remain strictly confidential.
The Group continued and upgraded its training programmes
and initiatives to raise employee awareness about bribery
and corruption issues. All employees were informed about
these arrangements, including through notices displayed in
the various business premises and on intranets.
More detailed information on action taken by the Group to
prevent bribery and corruption can be found in section
3.1.4.1.3 of Chapter 3 “Corporate Social Responsibility”.
The Group’s Compliance and Risks departments will
monitor the effectiveness of these systems in coordination
with the Group Internal Audit department.
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Internal control and risk management
Responsibilities and powers
Segregation of duties
Each business unit is responsible for organising its structure
in such a way as to ensure proper segregation of duties.
The structure is set out in a formal organisation chart.
Organisation charts for the main business units and support
functions are available on the Company’s intranet. Compliance
with the principle of segregation of duties is also supervised
by local or Group Internal Audit departments as part of
their work.
Delegation of powers and responsibility
The business units’ Legal and Human Resources departments
manage and supervise the process of delegating signature
powers and responsibilities in accordance with local law.
The Legal department is responsible for issuing guidelines
for delegations and defining their scope. The Human
Resources department implements and oversees application
of these guidelines.
Information systems
The Group has developed a target model based primarily
on two well known management software suites available
on the market, one for administrative functions and the
other for sales functions. The model also encompasses
IT standards and governance frameworks to ensure that
the information systems are geared to the Group’s current
and future objectives. The dissemination of these best
practices also helps to enhance systems security (hardware
and software), data storage, secure access management
and business continuity.
The ESG data collection and consolidation tool and the
associated internal control measures are detailed in section 3.7.
Operating procedures and methods
Internal control procedures have been set up covering all of
the Group’s core business processes. These procedures
identify key controls and the principles to be applied. They
are published on the intranet sites and other documentary
databases of the various Group business units.
Dissemination of information
The Group’s information systems, intranet sites, databases
and other communication media are used not only to
communicate information but also to centralise and circulate
procedures applicable to the various activities.
The time frame for providing information is designed to give
the parties involved sufficient time to react appropriately.
A specific procedure sets out what to do in situations likely
to lead to a crisis at Group level. A reporting tool is used
by a number of business units for prompt reporting to
Management.
All Group employees are bound by a duty of confidentiality
covering any information used in the course of their work.
Insider trading prevention
The Company complies with the regulations on inside
information and with recommendations issued by the stock
market authorities regarding the management of risks related
to the possession, disclosure and use of inside information.
An Insider Trading Policy was adopted in the first quarter of
2017 on the recommendation of the Governance and Social
Responsibility Committee. Its content, which is updated
regularly – most recently in February 2025 – is described
in the Board of Directors’ corporate governance report
(see Chapter 5 Corporate Governance Report, section 3.2.5.2.4
“Rules of conduct – Conflicts of interest – Protection of minority
shareholders”). It sets out the applicable regulations and the
risk prevention measures implemented by the Company,
in particular the black-out periods prior to publication of
the Group’s results during which the relevant employees
may not trade in the Company’s shares. In accordance with
the Policy’s provisions, an Insider Trading Committee has
been set up to spread information about and monitor
compliance with the Insider Trading Policy.
4.1.3.4
Internal control activities
The internal control activities described below concern the
application of Management’s instructions and guidelines.
Internal control activities addressing the main operational,
legal, financial and CSR risks are presented in section 4.3
“Main risk factors” in this chapter.
Circulation of Management instructions
and guidance
In France, the Chief Executives of the business units are
responsible for deploying the Group’s strategy, while in the
international business units, responsibility for implementation
lies with the Country Managers.
Monitoring compliance with management
instructions and guidance
A large number of key performance indicators are used
to monitor compliance with Management instructions and
guidance, and to measure deviations from its objectives.
The frequency of indicator reporting depends on the type
of information concerned. The accounting and financial
reporting systems are used to monitor performance on a
consolidated basis and by business unit contribution.
Management receives a monthly management report
prepared by the Accounting department and the Financial
Planning & Analysis (FP&A) department, presenting the key
performance and management indicators, together with
consolidated financial indicators and financial indicators
for each business unit. It also includes comments on
performance compared to objectives and a report on the status
of the main action plans.
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Internal control and risk management
The business units’ management reporting packages are all
prepared according to a standard format based on IFRS,
so that they can easily be consolidated by Group Budget
Control. The consolidated reports produced by the FP&A
department after analysing and reviewing the individual
packages are used to manage the business, and also
to analyse actual-to-budget and year-on-year variances.
The monthly reporting data provides a basis for monthly
business reviews conducted by Group Management with
the business units’ management. The reviews cover sales,
operational and financial performance and also include
a discussion of the action plans needed to meet the main
objectives set for the business. Group Budget Control also
submits regular reports to Management on its analysis work.
Monthly working capital and capital expenditure reviews are
organised between each business unit’s FP&A department.
The comprehensive management information reported to
Management is used to track actual performance against
annual objectives and ensure that additional action plans
are decided on and implemented whenever necessary.
The FP&A department may also provide support and
assistance to the business units by analysing their position
and making recommendations.
Business unit budgets are reviewed from time to time
during the course of each year and full-year targets may be
adjusted to take account of any developments specifically
affecting a given business unit.
The Group Finance department’s recommendations concerning
the business units’ investment and capital spending projects
in excess of a certain amount are submitted for approval
during monthly meetings with Management.
4.1.3.5
Monitoring of internal control
Continuous monitoring
The risk management system is regularly monitored and
reviewed by the senior managers of each business unit,
who ensure the day‑to‑day supervision of its effective
implementation. The managers are notably responsible
for implementing corrective action plans and reporting any
significant deficiencies to the Group’s Management. This allows
Management to check that the system matches business
requirements and to take any required remedial action.
Monitoring by Internal Audit
The Group Internal Audit department and the Internal
Audit departments of certain subsidiaries (in particular,
the Cnova sub-group) regularly review the effectiveness
of the risk management and internal control system during
their internal control assessments and contribute to its
supervision.
The Group Internal Audit department assists Management
and the various business units in fulfilling their responsibility
for monitoring the risk management and internal control
systems. It reports to the Company’s Audit Committee
at least twice a year on its activity and supervisory role and
responds to the Committee’s questions and requests.
The Group Internal Audit department helps the business
units to stay abreast of internal control best practices
developed within Casino Group or externally.
Group Internal Audit is supported by a central Internal
Audit team, as well as by the Cnova sub-group’s internal
Audit team, which reports to Group Internal Audit on
a dotted-line basis. These central and local teams represent
nine auditors.
The central team’s annual audit programme is prepared by
the Group Internal Audit department based on the Group’s
risk analysis, the principle of audit cycles for the key
business processes and any major issues identified by the
senior managers of the business units or departments
falling within the central team’s audit scope. This revisable
audit plan includes initial audit engagements and follow-up
assignments on the implementation of action plans and
the resolution of audit points. The follow-up assignments
are included in the audit plan based on an approach
validated by the Group Audit Committee.
The Internal Audit departments of the Cnova sub-group
draw up their own annual audit programmes, which are
submitted for approval by their Management and reviewed
by their Audit Committee, and subsequently sent to the
Group Internal Audit department for its supervision.
The Group Internal Audit Charter, approved by the parent
company’s Audit Committee, describes the role and
responsibilities of the Group Internal Audit department
in accordance with the professional standards issued by
the Institute of Internal Auditors (IIA). The Charter has been
adopted and cascaded to Cnova’s internal Audit team.
It is also communicated to all of the Group’s business units.
All Group Internal Audit reports are sent to Group Management
and the Company’s Audit Committee, as specified in the
Internal Audit Charter.
Monitoring by external auditors
The Statutory Auditors are required to obtain an understanding
of the organisation and operation of the Group’s internal
control procedures and to present their observations.
In addition, the Statutory Auditors have regular discussions
with Group Internal Audit department and the Group Risks
department, the local Finance departments and the Group
Finance department. They report on their work to the
Company’s Audit Committee.
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Internal control over accounting and financial information
4.2
INTERNAL CONTROL OVER ACCOUNTING
AND FINANCIAL INFORMATION
4.2.1
Objectives
Internal control over accounting and financial information aims to provide reasonable assurance regarding:
• the compliance of published accounting and financial
information with the applicable standards;
• compliance with Management instructions and guidelines
concerning accounting and financial information;
• the reliability of information circulated and used internally
for management or control purposes that contributes
to the preparation of published accounting and financial
information;
• the reliability of the published financial statements and
the other information disclosed to the markets;
• the prevention and detection of fraud and accounting
and financial irregularities to the extent possible.
The scope of internal control over accounting and financial
information described below covers the parent company
and all companies included in its consolidated financial
statements.
4.2.2
Monitoring the financial reporting process
General organisation
Each business unit has its own Accounting and Finance
departments to ensure that their requirements and obligations
are fully taken into account. The Group encourages business
units to organise their accounting and finance function
by process, which helps ensure more consistent accounting
treatments, better segregation of duties, implementation
of controls and compliance with procedures.
The Group-level Accounting, Budget Control and Corporate
Finance departments monitor and oversee the local
departments. They also consolidate data reported by the
business units and produce the accounting and financial
information published by the Group.
A hard close is performed by the Group Accounting
department at the end of May and the end of October and
is reviewed by the Statutory Auditors. This process enables
the Group to identify, as far as possible, the most material
and/or potentially sensitive issues for the interim and annual
closing dates.
Each year, the subsidiaries’ Chief Executive Officers and
Chief Financial Officers jointly sign representation letters
attesting to the accuracy of their company’s accounting
and financial information and the existence of an appropriate
system of internal control.
The Audit Committee reviews the annual and interim financial
statements and the Statutory Auditors’ conclusions in order
to form an opinion as to whether the financial statements
should be approved for publication by the Board of Directors.
For this purpose, it makes enquiries about the process for
preparing accounting and financial information and obtains
assurance that:
• the appropriate control procedures have been applied
through its review of the internal auditors’ work;
• the account closing process went smoothly;
• the main accounting options selected for the preparation
of accounting and financial information and for the
application of new standards are appropriate;
• the Statutory Auditors have completed their work.
Application and control of accounting and tax policies
The system aims to ensure that local accounting standards
comply with regulations and that they are available to everyone
involved in the preparation of accounting and financial
information.
As part of the consolidation process, each Group entity
transmits to the Group Accounting and Budget Control
departments the IFRS-compliant accounting data, in particular
with regard to income statement, statement of financial
position, statement of cash flows, statement of changes in
equity and various key performance indicators.
The Group Accounting and Budget Control departments
have prepared and distributed a “Financial Reporting Guide”
designed to ensure the production of reliable and consistent
information. The guide describes Group accounting policies
and consolidation principles, adjustments and entries, as well
as management accounting principles and the accounting
treatment of complex transactions. Where appropriate, it is
added to or amended in the event of a significant change
in regulations, and is sent to and regularly discussed with all
users of the Group’s financial reporting system. The Group’s
Reporting department provides subsidiaries with a guide
for inputting consolidated reporting packages in French
and English, and each month circulates instructions regarding
any new aspects of the forthcoming accounts closing and/or
changes in reporting, standards or procedures, in conjunction
with the Group’s Accounting Standards department.
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Internal control over accounting and financial information
A system to monitor developments in accounting regulations
and standards helps to ensure early identification of changes
that may affect the Group’s IFRS-based accounting policies.
As regards taxation, validation audits are performed on the
Group’s taxable results and major transactions for the year
are analysed from a tax perspective with the assistance
of the Group Tax department and external advisors, where
applicable. Lastly, information meetings are organised and
procedure memos are issued by the Group Tax department
to communicate details of any new tax laws, regulations
or legal precedent.
Tools
Each business unit uses the tools required to process and
prepare accounting and financial information in compliance
with the segregation of duties principle.
Accounting and financial information prepared in accordance
with IFRS and restated based on Group consolidation
policies is reported by the business units to the Group using
a single consolidation and financial reporting system, which
offers a user identification feature, better remote access
authentication, improved security and evolvability.
The reporting system is administered by a specialised unit.
4.2.3
Process for the preparation of accounting
and financial information
Identification of risks affecting the preparation of published accounting
and financial information
Management of each business unit is responsible for
identifying risks affecting the preparation of published
accounting and financial information. Upstream tasks and
tasks associated with the production and closing of the
accounts are segregated to prevent fraud and accounting
and financial irregularities. Controls are performed at the
appropriate level taking into account the degree of risk.
An accounting standards team makes sure that standards
are complied with and any developments in standards are
duly taken into account.
Control activities to ensure the reliability of published accounting
and financial information
Preparation and consolidation of accounting
and financial information and review
of reliability
The processes for preparing and closing the accounts are
organised with the aim of ensuring that published accounting
and financial information is of a high quality. A hard close
is performed, based on estimates. This process allows the
accounting treatment of complex transactions to be
determined in advance and also reduces the year-end
workload so that financial information can be published
within a short time frame without sacrificing data quality
or reliability.
Most of the consolidation adjustments are recorded by
the business units based on consolidation instructions
issued by the Group Accounting Standards department.
The Group Accounting department, which is responsible
for keeping track of accounting developments, has set up
regular discussions with subsidiaries, and, where needed,
training programmes to assist business units in using
the reporting system and the Financial Reporting Guide,
so as to guarantee the quality of reported data and
the reliability of financial and accounting information.
Data consistency is assured through programmed controls
covering both local and consolidated data.
Based on work carried out by the Group Legal department
in particular, the Group Accounting department continuously
monitors changes in the shareholder structure and voting
rights of subsidiaries and associates. The Group Accounting
department is responsible for ensuring that changes in
the scope of consolidation or in consolidation methods are
duly applied.
As required by law, the Group has two Statutory Auditors
(Deloitte & Associés and KPMG). The current auditors were
appointed in 2022 (Deloitte & Associés were reappointed at
that date). Their network of local accounting firms may also
be involved in auditing the accounting information reported by
the Group’s subsidiaries, including consolidation adjustments.
Their procedures include verifying that the annual financial
statements are prepared in accordance with generally
accepted accounting principles and give a true and fair view
of the results of operations for the year and the financial
position and net assets at the year-end.
The Accounting department acts as the interface with
the external auditors of the Group business units. The Group’s
Statutory Auditors are appointed according to a process
initiated and overseen by the Audit Committee, in accordance
with Afep-Medef Code recommendations and the European
regulations (Regulation (EU) No. 537/2014 and Directive
2014/56/EU) applicable since 17 June 2016.
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Main risk factors
Management of external financial reporting
The Group Investor Relations department’s role is to provide
the financial community with accurate, specific and fair
information about the Group’s strategy, business model
and performance.
Financial information is prepared and validated by the
Accounting and Budget Control units prior to publication.
The legal and accounting units also contribute to producing
the Universal Registration Document and the management
report.
The Board of Directors reviews all information and news
releases about the Group’s results or financial and strategic
transactions, and may make comments and proposals.
The Audit Committee reviews information on the annual
and interim financial statements prior to release, as well as
the quarterly reports. Sales and earnings news releases are
submitted to the Statutory Auditors for review and comment.
Financial information is disclosed to the markets through
the following communication channels:
• financial and other media releases;
• conference calls for quarterly releases of sales figures;
• in-person or remote annual and interim results presentations;
• roadshows, conferences, meetings and conference calls
with financial analysts and investors, in France and abroad;
• Annual General Meetings;
• Universal Registration Document, Annual Report and
Sustainability Statement;
• the Group’s corporate website.
Group Investor Relations is also involved in checking and
setting the publication dates for the financial information
prepared by listed subsidiaries and ensures consistency
between the various media used by the Group.
4.3
MAIN RISK FACTORS
The main risk factors presented below in the Group risk
matrix were identified using the major risk mapping
methodology presented in section 4.1.2.3. The risk matrix
below classifies the main risks to which the Group is exposed
according to their potential impact and likelihood of occurrence.
It reflects the Group’s assessment of the residual risk, i.e.,
taking into account internal controls put in place to mitigate
either the impact or likelihood of occurrence of the risk in
question, or both.
Risks are divided into four main categories:
• operational risks;
• financial risks;
• corporate social responsibility (CSR) risks;
• legal and regulatory risks.
Since March 2024, the implementation of Casino Group’s
reorganisation
and
financial
restructuring
has
had
a significant impact on the identification and assessment
of major risks. The transformation has an impact on risk
factors related, in particular, to procurement, human
resources, liquidity and going concern, and the competitive
environment, which are grouped into the categories
mentioned above. This impact on risk factors have been
analysed and assessed as part of this major risk mapping
methodology and the approach was presented to the Audit
Committee, with the support of the new Management.
The Group is not directly exposed to the situation in Ukraine,
as it has no retail activities in Ukraine, Russia or Belarus.
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Main risk factors
GROUP MAJOR RISK MAP
MAJOR RISK CLASSIFICATION
Operational risks
Competitive environment
page 300
Information systems and cybersecurity risks
page 301
Risks related to the franchise model
page 302
Business disruption/interruption
page 303
Risks related to supplier relationships
page 304
Attracting and retaining employees
page 305
Inventory management risks (obsolescence and shrinkage)
page 306
Risks related to the economic, political and geopolitical
environment
page 307
Financial risks
Liquidity risks
page 308
CSR risks*
Food quality and safety
page 309
Social and environmental impact of the supply chain
page 310
Legal and regulatory risks
Legal and regulatory risks
page 311
Risks considered the most critical based on the level of residual risk.
*
Other CSR risks are also presented in Chapter 3 “Corporate Social Responsibility”.
The Group’s main risk factors are organised into four broad categories. The most significant risks in each category are
presented first.
Food quality and
safety
Debt/liquidity risks
Risks related
to supplier
relationships
Risk related to the
economic, political
and geopolitical
environment
Competitive
environment
Legal and
regulatory risks
Business
disruption/interruption
Risks related
to the franchise model
Inventory manage-
ment risks (shrinkage
and obsolescence)
Social and
environmental
impact of
the supply chain
Attracting
and retaining talent
Information
systems and
cybersecurity
risks
Low
Low
High
High
Risk impact
Likelihood of occurrence
Low
Medium
High
Level of residual risk:
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Main risk factors
4.3.1
Operational risks
I.
Competitive environment
High risk
Description of the risk
Potential impacts on the Group
The Group’s stores and e-commerce sites are exposed to fierce
competition and operate in constantly evolving markets.
Competition is particularly intense in the mature French
market. In the e-commerce sector, the Group faces competition
from international players, particularly US players, who have a
strong foothold in the French market.
Competition generally concerns store location, product quality,
services, pricing, product range, brand reputation and store
condition.
The Group’s ability to adjust its retail models to customer
expectations is also a major issue, given the structural changes
in consumer trends. The offer is impacted by these new consumer
expectations, which have accelerated the following trends:
(i) the growing concern about food safety, health and well-being,
(ii) a need for transparency regarding traceability, the fight
against waste (food, packaging, flyers, etc.), sustainability and
nutritional value, (iii) a sharp increase in digital purchases for
those seeking a seamless customer experience.
Competitors' performance and strategic and operational choices
(pricing, promotions, product mix, opening times, loyalty, etc.)
may have an impact on the performance of the Group's brands
and its strategic choices in response to this competitive
repositioning. In either case, this is likely to affect its level of
business, sales volumes, margins and financial results.
The Group is exposed to a more intense competitive environment
for e-commerce channels and franchised convenience store
formats, which may put downward pressure on prices, increase
operational costs, and lead to a loss in market share.
In addition, despite a wide range of products, the risk of not being
able to quickly and accurately identify changes in consumer
expectations towards concepts, health, nutrition and purchasing
power could affect the Group's market share.
Risk management (control and mitigation)
In the short term, the competitive environment and related developments are monitored and taken into account for each brand,
mainly through efficient pricing management and promotional and customer loyalty initiatives. Over the medium term,
the Group monitors all of its brands and identifies opportunities to develop its multi-channel sales. The Group is investing
in franchise operations, as well as buying and selling operations, by developing a strategy by format and brand, best suited to the
countries in which it operates.
In France's highly competitive environment, the Group has entered into a new 10-year purchasing alliance (Aura Retail) with
Intermarché and Auchan, covering food and non-food purchases, international services (food and non-food) and private-label
food brands. This alliance aims to strengthen the weight of the three groups in commercial negotiations with major
manufacturers.
Against the current inflationary backdrop, the Group has stepped up its low-price strategy launched in 2023, by promoting
private-label products (in particular the Leader Price brand), as well as revisiting and strengthening its promotional strategy.
The Group anticipates new investments to enhance its attractiveness and meet the expectations of its franchise network (prices,
margins, services, etc.).
Following the transformation of its business model, Cdiscount has refocused its strategy on higher-margin services (marketplace,
advertising, B2B).
In parallel, the Group endeavours to identify and respond to consumer preference trends, with the CSR, Marketing and
Innovation departments of the brands responsible for consumer monitoring and research activities.
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Main risk factors
II.
Information systems and cybersecurity risks
High risk
Description of the risk
Potential impacts on the Group
The Group runs, directly or indirectly, an extensive network
of information systems that are essential to the operation
and
management
of
its
activities.
The
development,
implementation and continued, uninterrupted operation
of these information systems, including systems supplied by
third parties, are key to the Group’s ability to deliver products
and services to customers across all of its brands. They are
especially critical for Cdiscount’s operations, as well as for the
RelevanC digital marketing activity and the ScaleMax Data
Centers. These risks also concern stores and warehouses due
to the critical information systems used for payment, supply
chain and warehouse management. The Group is dependent
on its technical infrastructure and computer applications for
all aspects of the day-to-day management of the business,
including communications and internal information sharing.
Geopolitical tensions (war in Ukraine and in the Middle East)
could be accompanied by an increase in cyber-attacks on
French companies.
Any breach of systems integrity, for example due to a technical
failure or cyber-attack, could have a serious adverse effect
on the Group’s business operations and assets. A hardware
or software failure, or failure by a service provider (especially
a hosting company), interruption of mission-critical IT services
or a data security breach could have an unfavourable impact
on the Group, particularly the E-commerce business, which is
highly dependent on reliable and secure computer systems.
There were no significant material occurrences of this risk in
2024 and none since 1 January 2025.
Risk management (control and mitigation)
The Group implements comprehensive measures in each business unit to protect sensitive data, in particular personal data
about customers and employees, and ensure business continuity. It aims to be a responsible and engaged leader in the digital
economy and in personal data protection.
A set of cybersecurity rules, procedures and indicators have been defined by the Group Information Systems Security
department and circulated among all business units to protect their information systems and data more effectively. The Risk,
Security and Crisis Management Committee, which comprises the departments most directly involved in the Group's risk
management, reinforces this management system. Group Information Systems Security department reports regularly to the Group
Audit Committee and Executive Committee on the status of action plans for preventing cybersecurity risks. Changes in
the cybersecurity threat are monitored in line with the increase in the number of cyber-attacks and changes in the methods
used. The Group continually adjusts existing measures to take any such changes into account.
The Information Systems department’s CITADEL database lists business-critical applications for Casino. The database is regularly
updated in light of developments in the business, most recently in November 2022. CITADEL is used by the Information Systems
department to manage its IT continuity plan. In 2024, the Information Systems department performed several tests on
the business recovery plan, with the results analysed and taken into account within the scope of the continuous improvement
process.
As part of its risk coverage policy, the Group uses standard rating and self-assessment cyber risk models that are recommended
by brokers and recognised by insurers. The Group’s cyber insurance policy was renewed in 2024 under the same terms and
conditions as the previous year. The Group will be able to improve the terms and conditions of its policy beyond 2024.
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Main risk factors
III. Risks related to the franchise model
High risk
Description of the risk
Potential impacts on the Group
Operating franchised stores has been a component of the Group’s growth
strategy for many years. At the end of 2024, 84% of the store network was
operated under franchise or business leases, and a full 94% of Casino’s
network of convenience stores. The Group wants to accelerate its growth
in the convenience format in 2025, focusing mainly on stores under
franchise. Following the sale of the HM/SM division and given the franchise
development plan, the proportion of stores operated under franchise or
business lease will increase, reaching 90% in the coming years.
An advantage of this growth model is that it significantly reduces the
investment required to develop the store network, as these investments
are largely borne by the franchisees. However, it also presents risks for
the franchisor, mainly as follows:
• image risk: the franchisor’s brand image may be damaged if franchisees
do not act in accordance with the specified concept, make mistakes, are
not competent in their field or do not respect the values of the brand
they represent;
• risk of uncontrolled growth: growing too quickly may mean that insufficient
resources are devoted to monitoring, assisting and coordinating
the franchisee network or to ensuring high service quality, which could
lead to dissatisfaction among franchisees. Similarly, excessively rapid
growth may lead to a poor-quality franchisee selection and recruitment
process (in terms of retail experience and financial strength);
• financial risks: the main financial risk is the non-payment of goods
delivered by the franchisor to the franchisee;
• legal risks: these include franchise agreements that are not renewed on
expiry; failure to properly monitor the validity of the warranties provided
by the franchisee or their activation in the event of default by said
franchisee; liability action against the franchisor for unfair support in the
event of exceeding the contractually agreed amounts outstanding;
• competitive or administrative risks: in the event contractual conditions
are considered to unduly favour the franchisor, the latter may be subject
to criminal or administrative penalties by the Competition Authority;
• specific risks related to master franchises or partnerships: in the event
of major financial issues, this could directly impact the Group (as it
is a shareholder of the company in question) and create a reputational risk.
Failure by franchisees to settle substantial amounts
payable arising on the Group’s delivery of goods
could have a significant impact on the Group’s
financial position and results.
The decision by one or more master franchisees
not to renew their contract and to switch to a rival
retailer upon expiry of their franchise agreement
could have a significant impact on the Group’s
business, net sales and results.
Any difficulties in recruiting franchisees could
have a significant impact on the Group’s planned
franchise development strategy and consequently
on the Group’s net sales and results.
Failure by franchisees to comply with the Group’s
ethical rules and values could have a negative
impact on the Group’s brand image and how it is
perceived by consumers, as could poor application
of the procedures defined by the Group in terms
of quality and health and safety of goods and
people. The poor application or non-application
by franchisees of instructions to withdraw or recall
a product detrimental to the health of the Group’s
consumers could affect the image of the brand
concerned or of the Group.
The bankruptcy of a master franchisee could
have a financial and reputational impact.
Risk management (control and mitigation)
In order to reduce and limit the risks associated with franchise operations, Group companies that use franchising have put in place
the following measures:
• procedures for recruiting new franchisees, which involve:
• verifying the viability of the business plan,
• reviewing the applicant’s financial strength and experience,
• conducting credit quality and partner checks if already operating under franchise,
• validating franchisee applications at committee meetings involving the banner’s various stakeholders (Management, Chief
Development and Operating Officers), whether the franchise operation relates to a new store, transferred store or to retailers
joining the franchise network;
• taking the necessary sureties and guarantees in the event of difficulties (setting up a first demand guarantee or, failing that,
guarantees or sureties such as pledges on the business concern, guarantee deposits, bank guarantees and personal sureties);
• drafting and using standard contracts for the Group’s different retailers using a franchise model;
• introducing limits on outstanding receivables below the limits specified;
• implementing procedures for monitoring and assisting franchisees as part of measures to develop the franchisee network
(expert guide, provision of financial and sales tools and reports, preliminary training, regular visits, etc.);
• monitoring franchise agreement expiry dates in order to prepare and plan for their renewal;
• forecast studies to anticipate the risk of missed payments, monitoring missed payments (with reinforced dedicated teams)
and applying penalties in the event of missed payments (depending on the banner, activation of the first demand guarantee,
possibility of charging late-payment penalties and/or stopping the delivery of goods and/or demanding payment before
dispatch, inclusion of a retention-of-title clause in the General Terms and Conditions of Sale);
• conducting a yearly analysis of the balance sheets and tax returns of the franchisees to ensure the financial health of the operator;
• monitoring product withdrawals and recalls and confirming that safety measures have been implemented.
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Main risk factors
IV. Business disruption/interruption risks
High risk
Description of the risk
Potential impacts on the Group
Business disruption/interruption risk combines the risks of supply
disruption, inability to gain access to facilities (stores, warehouses,
headquarters), and building destruction or damage.
Fires or the collapse of strategic sites, strikes, riots, civil unrest,
natural events, technical disruptions (power cuts, etc.), terrorist
attacks, war, civil war, pandemics, epidemics (Covid‑19) or
accidents could lead to a temporary or prolonged business
interruption, store supply issues and disruption of inventory
management, and could have an adverse impact on retailers’
operations, particularly food retailers.
The occurrence of such events can affect consumer morale
and have a negative impact on tourist areas. This in turn could
affect sales in the Group’s retail stores.
A temporary or prolonged disruption in the Group’s business
activities, in warehouses and/or stores and/or in the headquarters
of some of the Group’s business units may have an adverse
impact on the Group and its brands, and on its net sales,
operating performance and financial position.
Inflation and supply tensions: changes in the economic
environment or security situation worldwide could lead to
product shortages or unavailability due to inflation of raw
materials, packaging and energy costs.
Any resurgence of social uncertainty exposes the Group
to business interruption risks. All incidents related to violence
or social unrest can result in an increase in security costs and
a decline in store traffic. Similarly, the E-commerce business
may be adversely affected if the operations of vendors and/or
freight forwarders are disrupted by demonstrations.
A future spike in the Covid-19 pandemic or any other
pandemic could lead to the partial or total shutdown of retail
space and warehouses due to staff absences, supply-related
difficulties, and/or government decisions (lockdown, closure
of shopping centres, etc.). A pandemic episode could also
indirectly lead to shortages of goods and raw materials, and
to higher transport costs for imported goods. This could have
an adverse impact on the Group’s net sales and operating
performance.
Risk management (control and mitigation)
Business disruption/interruption largely depends on factors outside the Group’s control. However, the Group has put in place
various measures aimed at reducing the impact of such risks should they occur:
• energy/power cuts:
• energy saving plans have been rolled out within the different banners (in connection with the goals outlined by retail
association Perifem),
• all brands have drawn up an action plan in the event of power cuts;
• business continuity plans and business recovery plans have been put in place in most French entities, when necessary.
Each entity has developed its own internal control procedures;
• the Group has centralised the subscription of insurance policies that may cover all or part of the financial consequences
of disruptions or business interruptions resulting from damage to the Group's assets;
• a crisis unit has also been implemented within the Risk, Security and Crisis Management Committee, involving representatives
of the support and operational departments and Management (and, when necessary, the Chief Executive Officer and/or
members of the Executive Committee), as well as internal or external experts as needed to deal effectively with the crisis.
The “Information systems and cybersecurity risks” section on page 301 describes the critical information systems interruption risk
and how it is managed.
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Main risk factors
V.
Risks related to supplier relationships
Moderate risk
Description of the risk
Potential impacts on the Group
Relationships with suppliers are essential to ensuring
competitiveness and a smooth supply chain. They are built on
several key factors, including:
• commercial negotiations: the Group's central purchasing
unit negotiates with suppliers to obtain competitive prices
and purchasing conditions. These negotiations are crucial
to maintaining attractive prices for consumers;
• strategic partnerships: purchasing alliances or exclusive
partnerships help enhance bargaining power and secure
supply chains. These partnerships are also a way to ensure
favourable purchasing conditions in the long term;
• conflicts and tensions: tensions may arise, particularly when
stakeholders exert pressure to secure better prices and/or
conditions. This can lead to conflicts that hinder the smooth
running of commercial relations.
Retail players seek to form purchasing alliances to strengthen
their bargaining power with suppliers. Following the restructuring
of its activities, which impacted its market position, it was
essential for the Group to adapt, particularly by integrating
initiatives. Otherwise, it could find itself in a disadvantageous
position in the market, especially in an inflationary context
and under increased pressure on purchasing prices.
Without an alliance, annual negotiations would become more
difficult, potentially deteriorating purchasing conditions with
suppliers. This could have several consequences for Casino Group:
• less competitive sale prices for consumers;
• a reduction in margins;
• supply disruptions.
These factors could adversely affect the Group's competitiveness
and profitability.
Risk management (control and mitigation)
Against this backdrop, a restructuring of the purchasing partnership with Intermarché was necessary to fully leverage bulk
purchase volumes for key suppliers.
On 23 September 2024, Intermarché, Auchan and Casino announced the creation of Aura Retail, an alliance comprised of five
operating units offering 10-year purchasing partnerships between the three groups.
Led by Intermarché, this partnership resulted in the creation of:
• Aura Retail Achats Alimentaires, operating synergies in food purchasing;
• Aura Retail International Food Services, negotiating international services with major multinational industrial groups;
• Aura Retail Private Label, enabling European food manufacturers marketing private labels to benefit from more market
efficient access via joint tender offers.
Led by Auchan, this partnership resulted in the creation of:
• Aura Retail Achats Non Alimentaires, offering synergies to the 100 largest manufacturers selling national non-food brands;
• Aura Retail International Non-Food Services, marketing international services to leading multinational non-food manufacturers.
This new partnership will replace existing agreements between Intermarché and Casino and deploy new ones between Intermarché,
Auchan and Casino. This will enable retailers to forge and sustain long-term partnerships with farming communities and product
manufacturers across France. The alliance is also expected to align with the shared commitment to strengthen each banner’s
proprietary networks and conduct price negotiations with major manufacturers.
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Main risk factors
VI. Attracting and retaining employees
Moderate risk
Description of the risk
Potential impacts on the Group
In the context of the Group's transformation, employee
engagement, retention and skills development are key success
factors. Similarly, the ability to attract talent, particularly
for specific roles or highly sought-after skills in the market
(such as digital professions, food services or store managers)
is a major challenge for the Group.
The Covid-19 pandemic led to changes in the aspirations
of employees – particularly among younger generations –
or accelerated certain incipient trends, in particular in relation
to work-life balance.
In addition, the Group’s transformation following its financial
restructuring in 2024 may create uncertainty for employees
and affect the Company's image in the job market, making
it more difficult to recruit new talent.
A high turnover rate, difficulty in filling vacant positions within
a reasonable time frame or challenges in attracting
or retaining key skills could potentially impact the Group's
operational activities and indirectly impact the level of
motivation and commitment of its existing employees.
Risk management (control and mitigation)
The roll-out of the Group's strategic plan – “Renouveau 2028” – which has been extensively presented to the Group's managers
and employees since November 2024, is mobilising and engaging teams around a clear project.
The HR policies implemented at both the Group and business unit levels should control the risk. These policies and measures
focus particularly on recruitment and induction programmes, skills development and career management, ongoing development
and support for internal mobility, promoting and monitoring talent through dedicated committees and programmes, as well as
the annual review of succession plans. Actions are also taken on employer branding to enhance the visibility and attractiveness
of the various brands.
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Main risk factors
VII. Inventory management risks
(obsolescence and shrinkage)
Moderate risk
Description of the risk
Potential impacts on the Group
Obsolescence refers to the loss of value of a product over time, due to a
number of factors such as changes in (i) technology (technical obsolescence)
and (ii) fashion, consumer preferences or competition (resulting in
commercial obsolescence).
Shrinkage refers to the loss of goods, whether due to theft, breakage,
expiry or other causes. Known shrinkage refers to goods that are lost due
to a known reason, whereas unknown shrinkage refers to goods lost due
to an unknown reason, such as theft or inventory management and
counting errors.
Given the large number of sites, and the volume of goods handled on a daily
basis, the Group is particularly exposed to these risks, which could have
a direct or indirect impact on store and warehouse operations and affect
site profitability.
The following main factors have an impact on the level of known shrinkage
(breakage, deterioration of goods, etc.), unknown shrinkage (theft) and
stock obsolescence:
• ineffective procedures to ensure the safety, integrity and proper storage
of goods throughout their time in the Group’s possession (from receipt
in warehouses or stores to sale at the checkout or by order);
• the accuracy of sales forecasting processes, for both regular stock and
promotional offerings, and for the disposal of unsold quantities following
promotional campaigns;
• errors in the inventory processes, whether regular or rotating, and the
process for recognising discrepancies;
• errors in regular record-keeping of known shrinkage to distinguish from
unknown shrinkage identified during inventories;
• the increase in theft, both internal and external, from stores and warehouses;
• the ineffectiveness of measures taken to limit the stock of products
particularly susceptible to obsolescence (technical or technological products,
fashion, etc.);
• an increase in unknown shrinkage that may be due to reduced staff
and limited security personnel at certain times of the day at stores that
are open 24 hours a day, 7 days a week.
High levels of known and/or unknown shrinkage
can lead to financial losses, impacting the operating
performance and financial position of certain Group
entities. They can also lead to stock shortages
with an adverse impact on the Group and its brands,
and on its net sales, operating performance and
financial position.
Provisions for impairment are recognised on
inventories that are considered obsolete. This has
a negative impact on the Group's trading profit
and financial position.
Risk management (control and mitigation)
To reduce the risks associated with known and unknown shrinkage and stock obsolescence, the Group takes action at several levels:
• implementation of procedures:
• delivery inspections of goods received by warehouses and stores (in the case of direct deliveries),
• storage inspections for sensitive products (ones that are prone to theft due to their high unit value and small size, etc.)
in secure areas within warehouses or store storage areas,
• protection measures for sensitive products on the sales floor using anti-theft or surveillance systems;
• use of sales forecasting systems, taking into account the previous year's sales, the trends of the previous x weeks, seasonality
effects and any missed sales opportunities linked to product shortages, in order to optimise order levels and in particular
to limit breakage levels linked to overstocking or insufficient rotation of certain products;
• analysis of the results of promotional campaigns (stock shortages, unsold products) in order to adjust the quantities ordered
for future promotional campaigns for similar products, thereby limiting the number of unsold products that may require
discounting in order to be disposed of;
• implementation/stabilisation of teams in charge of safety and security at the Group's various sites.
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Main risk factors
VIII. Risks related to the economic, political
and geopolitical environment
Moderate risk
Description of the risk
Potential impacts on the Group
The Group’s sales, trading profit and cash are correlated
with household expenditure, This spending is affected by
economic cycles, consumers’ perception of the global
economic environment and their own economic prospects.
Since this year, the Group's activities have been located mainly
in France, which increases its exposure to the country’s situation.
Its economic situation influences consumption patterns and
consumer spending in varying degrees, depending on measures
taken by public authorities (stimulus plans, price shields,
interest rate rises, etc.).
Political instability, with changes of government and new
fiscal and regulatory policies, is likely to influence consumer
behaviour, the Group's activities and its strategy.
International tensions and conflicts (war in Ukraine, the
Middle East, etc.) could drive up the cost of raw materials,
particularly for agricultural products, as well as energy costs,
and disrupt supply chains.
Adverse economic conditions or an uncertain economic or
political outlook (which impact purchasing power and
consumer spending) could significantly affect the Group
business and could have an adverse impact on net sales,
growth, financial position, earnings or ability to implement
strategic decisions.
Price increases may be compounded by increases to the
prices of agricultural and processed products, and therefore
to the prices of goods purchased from suppliers, as well as
by demands for higher wages.
International tensions, sanctions and/or conflicts could drive
up energy, raw materials, goods and supply chain costs
(delays, shortages, higher costs), with a direct impact on the
operating costs of stores, warehouses and transport.
Against this backdrop, the risk of cyber-attacks is also increasing.
All of this can influence consumer spending decisions and
lead to adjustments in the Group's strategy.
Risk management (control and mitigation)
The Group has taken steps to limit and reduce its sensitivity to this risk at several levels:
• a new 10-year purchasing alliance (Aura Retail) with Intermarché and Auchan, covering food and non-food purchases,
international services (food and non-food) and private-label food brands. This alliance aims to strengthen the weight of the
three groups in commercial negotiations with major manufacturers;
• implementation of cost control measures: energy saving plans within the different brands, in connection with the goals outlined
by retail association Perifem (an established public authorities partner that brings retailers together to tackle environmental,
energy, safety and technological innovation challenges, and to work towards a more responsible commercial ecosystem);
• a streamlined store network and a resumed controlled expansion in buoyant convenience formats, which are less vulnerable to
macro-economic conditions;
• monitoring of business continuity plans;
• a mature asset divestment strategy rolled out to help reduce the Group’s debt and limit its exposure to the risk of rising
interest rates.
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Main risk factors
4.3.2
Financial risks
I.
Liquidity risks
High risk
Description of the risk
Potential impacts on the Group
Liquidity risk is the risk of a company not having the necessary
funds to settle its commitments when they fall due.
Casino Group is exposed to liquidity risk due to (i) the amount
of borrowings under the Accelerated Safeguard Plan and
(ii) the level of its operating financing. The maturity of all
operating financing (overdrafts, RCFs, factoring and reverse
factoring programmes) may be extended by one year
(from 27 March 2026 to 27 March 2027) provided that the
Group has not breached any of its covenants at the time
of the extension date, namely the liquidity covenant and the
leverage covenant.
Its loan and bond agreements also include acceleration
clauses, notably financial covenants.
Current liquidity is ensured by short-term sources of financing,
including overdrafts and receivables and reverse factoring
programmes, which were reinstated as part of the Financial
Restructuring with a confirmed two-year term and a one-year
extension exercisable by CGP.
Failure to comply with the financial covenants (set out in
the loan and bond agreements) could lead to a request for
cancellation and early repayment of credit from the lenders.
However, the cancellation or actual repayment of these
borrowings can only take place with the approval of the
Commercial Court under the Accelerated Safeguard Plan.
The Group's ability to use certain receivables and reverse
factoring programmes may be limited by conditions in the
associated documents, among other factors.
Liquidity risk could arise in the event of a significant
deterioration in the payment terms of its main suppliers.
At 31 December 2024, Casino, Guichard-Perrachon was rated
CCC+ by Fitch Ratings (first rating on 16 April 2024).
Risk management (control and mitigation)
The Group is responsible for ensuring, to the extent possible, that it has sufficient liquid assets to settle its liabilities as they fall
due, in either normal or impaired market conditions.
The main methods used consist of:
• close monitoring of liquidity trends and operating financing;
• disposals in order to service its debt obligations.
The liquidity analysis is performed on a weekly basis. The Group uses calibrated models that are reviewed on a regular basis,
including an 18-month model, whose projections are periodically presented to the Statutory Auditors. All subsidiaries of the
Casino, Guichard-Perrachon holding company scope submit weekly cash reports to the Group and all new financing facilities
require prior approval from the Corporate Finance department.
Monoprix's €711 million reinstated RCF and the €1,410 million reinstated Term Loan are subject to compliance with three financial
covenants, tested monthly or quarterly depending on the nature of the covenant. These covenants are calculated at the Group
scope, adjusted for Quatrim and, to a lesser extent, the subsidiaries Mayland in Poland and Wilkes in Brazil:
• a covenant net debt to covenant adjusted EBITDA ratio;
• an end-of-month minimum liquidity amount of at least €100 million;
• a liquidity forecast of over a 13-week horizon showing liquidity of at least €100 million at the end of each month of the following
quarter.
The Group was granted a covenant holiday until 30 September 2025. For reference, these covenants were respected at
31 December 2024.
A detailed analysis of going concern and Group liquidity risks is presented in Note 11.5.4 to the 2024 consolidated financial
statements (see Chapter 2 of this Universal Registration Document).
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Main risk factors
4.3.3
Corporate social responsibility (CSR) risks
I.
Food quality and safety
Moderate risk
Description of the risk
Potential impacts on the Group
The Group strives to ensure that it sells safe, healthy and fair
products. The Group’s action covers specifications for its
private-label products through to store operations.
Guaranteeing product traceability and safety and complying
with health and safety standards in stores is a major challenge.
The sale of products for human consumption exposes the Group
to risks such as:
• product spoilage due to poor control of the transport and
storage processes (break in the cold chain, lack of hygiene,
poor management of use-by dates, damage to the integrity
of packaging during handling or storage, etc.);
• microbiological, chemical or physical contamination (e.g.,
foreign body) or labelling discrepancies (e.g., allergen not
mentioned) on (i) pre-packaged private-label products and
(ii) products that are not pre-packaged and are re-handled
or processed in stores;
• safety or conformity defects in private-label products.
The Group's responsibility is also to guarantee the fairness
of information provided to the consumer on its private-label
items, ensuring that consumers are not deceived by false
or inaccurate statements or claims (e.g., adulteration, fraud)
and that regulatory requirements are met.
A crisis may be caused by a quality, conformity or safety defect
in private-label or national-brand products, a failure in recall
measures, and/or a lack of traceability or good hygiene practices
in warehouses or stores.
• Significant impacts on consumer health and safety.
• Possibility of complaints or legal action by consumers,
authorities or consumer associations.
• Impact on the Company in terms of image and reputation
through media coverage of the incident or through a media
trial, involving the Company's customers, consumers and
suppliers, and the authorities.
• Impact on the functioning of the Quality Control department,
with some department staff mobilised to deal with the crisis.
• Financial impact owing to the destruction of inventories,
stock-outs and compliance costs.
Loss of confidence in the safety and quality of the Group's
products could damage its brand, reputation and image and
have negative impacts on stakeholder relations, sales,
profitability, growth prospects and financial performance.
Risk management (control and mitigation)
The Group Quality department coordinates the actions of the various local Quality departments, which are responsible for
guaranteeing the quality of private-label products and ensuring that all products sold are safe for the consumer.
Management of the quality and safety of products in warehouses and stores is based on the application of best logistics and
health practices. Warehouses operated by Casino brands in France are pursuing “IFS Logistic” certification, while integrated
supermarkets under the Monoprix and Franprix brands in France are inspected once or twice a year in accordance with the Food
Store Quality Standard. The Group encourages franchised stores to be audited in accordance with the Food Store Quality Standard.
Management of the quality and safety of private-label products is based in particular on:
• regular audits of production plants, either to an international standard (IFS) or, where applicable, to the Group's own internal
standard;
• specifications shared with suppliers for each product and its packaging. Packaging and labelling are regularly updated in line
with regulatory developments, the adjustment of ingredients in line with societal expectations or in connection with
the application of France's National Pact on Plastics which Casino Group has signed;
• microbiology and physiochemical product quality controls conducted throughout the year;
• a Group Quality Policy setting out a list of controversial substances to be removed from private-label products.
Withdrawals or recalls of defective or non-conforming products are formally documented and regularly updated, in line with
regulatory developments or operational changes. In order to set up an efficient warning system and take proportionate action,
a system has been deployed within AMC to assess the seriousness of each situation leading to the withdrawals/recalls.
Crisis management exercises are also regularly organised to test the robustness of procedures and provide ongoing training
to internal stakeholders. In 2024, a specialised consulting firm was hired to prepare for a level 2 crisis management exercise,
scheduled for 30 January 2025.
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Main risk factors
II.
Social and environmental impact
of the supply chain
Moderate risk
Description of the risk
Potential impacts on the Group
Due to its business activities, the Group is exposed to risks
related to the social and environmental impact of its supply chain.
Social impacts concern its suppliers’ compliance with human
rights and fundamental freedoms (e.g., prohibiting child and
forced labour, combating discrimination, guaranteeing freedom
of association, offering at least the minimum wage, and ensuring
occupational health and safety).
The Group also monitors the environmental impact of its
suppliers’ businesses in terms of water and soil pollution,
greenhouse gas emissions, deforestation, the sustainable
management of resources and waste management.
The Group may incur penalties in the event it fails to comply
with the French “duty of care” law of 27 March 2017 or with
commitments undertaken in the context of the UN Global
Compact.
Potential impacts may also result from damage to the Group’s
image and reputation, which could affect its business,
sustainability rating and financial position.
Risk management (control and mitigation)
The Group looks to ensure responsible management of risks related to the social and environmental impact of its supply chain.
One of the primary goals of CSR policy is to monitor and improve the social and environmental impacts of the supply chain.
Suppliers commit to complying with the Supplier Ethics Charter, which is based on applicable national and/or local laws and
international labour standards and sets out the Group's requirements and the control measures put in place where necessary.
Social, human and environmental risks associated with the Group’s suppliers and business units are also assessed on a regular
basis within the scope of the annual risk map review. The Duty of Care Committee set up in 2017 is responsible for analysing
the results of the supplier and subsidiary risk map and ensuring that appropriate action plans are in place to mitigate those risks
and prevent serious human rights violations and environmental damage.
The Group put in place a specific procedure for monitoring suppliers of private-label products (including textiles) based in high-
risk countries some years ago, with the aim of subjecting active plants to independent ICS audits. This monitoring procedure
is part of Casino Group's social and environmental Supplier Compliance Programme (SCOP), which was updated at the end
of 2023 and is described in the Supplier Compliance Programme Manual, a document designed to share the programme's
requirements with our suppliers and factories. The purpose of this programme is to ensure that factories operate in accordance
with the Group's Supplier Ethics Charter; identify factories involved in the manufacture of Group-branded products and generic
products; carry out a risk assessment of factories located in countries identified as being at risk; support factories in correcting
their non-compliance wherever possible and define the inclusion or exclusion rules to be applied based on the identified risks.
Suppliers manufacturing private-label products containing palm oil are subject to regular and specific assessments and actions
to mitigate risks or prevent serious harm. The Group is also taking action to improve the traceability of its supply chains for
several high-risk sectors, in particular to combat deforestation caused by the production of raw materials.
With the disposal of operations in Latin America, the Group’s exposure to cattle farming risk has been significantly reduced.
For Beef suppliers in Brazil, the regular risk assessment procedures, risk mitigation programmes and initiatives to prevent serious
breaches along with reports on their implementation are detailed in the 2023 Duty of Care Plan (in Chapter 3).
In 2024, the Group participated in a number of multi-stakeholder initiatives to identify risks and solutions to improve supply
chains, including the Initiative for Compliance and Sustainability (ICS), the International Accord, EDH (Entreprises pour les Droits
de l’Homme), the Soy Manifesto, the French Initiative for Sustainable Cocoa, the Palm Oil Transparency Coalition and working
groups on soy, avocado, shrimp and aquafeed coordinated by the Earthworm Foundation.
The Group set up an alert mechanism that can be used by third parties to report any situation in the supply chain that does not
comply with its Supplier Ethics Charter, in accordance with duty of care legislation.
For more information, please see:
• the Group Duty of Care plan;
• the Group Supplier Ethics Charter;
• the sustainability report.
For additional information, see Chapter 3 “Corporate Social Responsibility”.
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4
RISKS AND CONTROL
Main risk factors
4.3.4
Legal and regulatory risks
I.
Risks related to laws and regulations
High risk
Description of the risk
Potential impacts on the Group
The Group’s businesses are subject to a wide variety of laws
and regulations, including labour, competition, retail and
consumption, planning, personal data protection, and health
and environmental laws.
The Group considers that the risks related to non-compliance
with the anti-corruption provisions of France’s Sapin II Act,
the French law on the Duty of Care of Parent Companies
and Ordering Parties and the European General Data Protection
Regulation (GDPR) are among the greatest legal and regulatory
risks, because their impact in terms of damages, penalties and
reputational harm could be significant.
Many stakeholders are paying increasing attention to retailers,
particularly in view of the challenges involved in identifying
and preventing serious violations of human rights, serious harm
to the health and safety of persons, and serious damage to
the environment. The Group’s particularly extensive supply chain
means that it is exposed to the risk of legal action in this respect.
The Group receives and manages certain personal financial
information concerning its customers and employees. It uses
independent service providers to process payments made by
customers via bank or credit cards. The Group’s online operations
are based on the secure transfer of confidential information
via public networks, including electronic payments. Data
protection is also a key priority for the Group, and concerns both
customers and the Group’s employees. Exposure to this risk
is increased by the growth of E-commerce activities and by
the increasing digitisation of both customer and/or employee
data media.
Both in France and abroad, the Group is subject to all laws and
regulations governing the operation of establishments open
to the public, notably health and safety regulations and product
compliance and safety regulations, and of regulated facilities
(service stations).
Despite measures taken to comply with the regulations
applicable to its business activities, the Group cannot
guarantee that all risks will be eliminated, due in particular
to the ever more stringent regulatory environment, greater
supervisory tools and the associated penalties. The materialisation
of such a risk could negatively impact the Group’s business
activities, results, image or reputation.
Risk management (control and mitigation)
• The Group Legal department ensures that the Group’s operations comply with the applicable laws and regulations. The heads
of business units and their representatives are responsible for ensuring compliance with the applicable laws in their host
country. The Group Risks department collaborates with the Group Legal department and the relevant business unit
departments to identify risks related to laws and regulations and to ensure that the associated controls are properly applied.
• A Group Ethics Committee is in place to oversee the implementation of measures outlined in the applicable legislation on anti-
corruption. The Compliance and Risk departments support the operational departments in implementing the procedures
required by this law. More detailed information on the actions taken by the Group to prevent bribery and corruption can be
found in section 3.1.4.1.3 “Corruption” of Chapter 3 “Corporate Social Responsibility”.
• A Data Committee is in place to monitor the status of personal data protection compliance initiatives undertaken by the
Group's business units, assess the operational challenges posed by changes in regulations and arbitrate compliance measures
on issues common to all business units. Specific policies and procedures are deployed for business unit heads with the support
of the business units' Data Protection Officers (DPO). Specific checkpoints are incorporated into internal control campaigns
carried out in this area. Regular audits of the personal data processing log are carried out.
• Implemented actions relating to duty of care for the companies concerned are the subject of specific developments set out in
section 3.2 of Chapter 3 “Corporate Social Responsibility”.
312
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RISKS AND CONTROL
Insurance – risk cover
4.4
INSURANCE – RISK COVER
4.4.1
Overview of the insurance policy
Risks are insured under master policies – whenever this is allowed under local regulations and does not pose any operational
problems – in order to ensure consistent levels of cover and benefit from economies of scale by pooling risks.
To help fulfil these responsibilities, the Group Risks department (which includes the Insurance department) uses the services
of international brokers, engineering and consulting firms. The programmes are purchased from leading insurance
companies with a satisfactory financial strength rating that are specialised in insuring major risks.
4.4.2
Assessment of insurance cover and related costs
Self-insurance
To manage and control its insurance costs, in 2024, the Group
continued its policy of self-insuring small, high-frequency
claims, corresponding mainly to civil liability and property
damage claims.
In addition to the partial self-insurance represented by
deductibles, the Group’s policy is to reinsure part of its property
damage risks and part of its consequential damage risks,
through its captive reinsurance company in Luxembourg.
In 2024, the cap on the reinsurance captive’s commitments
decreased to €5 million per year under the property damage
policy, while its commitments under the consequential
damages – pecuniary losses policy were maintained at
€10 million.
This strategy helps to strengthen the Group’s control over
risks and the management of claims, while also keeping
premiums as low as possible.
Summary of insurance cover
The Group pursued its policy of rationalising its insurance
programmes covering all French and international subsidiaries.
These insurance programmes were renegotiated in 2024.
They may be changed at any time to account for changing
risks and developments in the activities to be insured, changes
in claims experience, or changes in insurance provider decided
by the Group, in particular to account for insurance market
capacity, available cover and rates.
Property damage and business interruption insurance programme
(including natural disaster and political violence cover)
The aim of this programme is to protect the Group’s assets.
It covers fire, flood, explosion, natural disasters, terrorism
and political violence, subsidence, electrical damage, business
interruption and tenant risks.
In July 2024, the Group's property damage and business
interruption cover was restructured around two “all risks”
policies, with differentiated cover limits based on the
intervention threshold of the insured capital. The second
“major risks” policy (cover of up to €185 million) will cover
major sites and/or all sites for the following guarantees:
• natural events;
• interdependencies;
• additional rental risks;
• strikes, riots and civil unrest;
• claims from neighbours and third parties.
It should be noted that the two cover limits are not cumulative,
therefore the maximum commitment is €185 million per year.
The maximum cover for natural events is €185 million per year,
including €100 million for floods. Annual insurance cover for
the risks of strikes, riots and civil unrest is €120 million and
for terrorism, it is €150 million.
Civil liability insurance programme
This programme covers the Group for all losses that might
be incurred due to bodily injury, damage to property
or consequential loss suffered by third parties that may
be caused by the Group’s fault, error, omission or negligence
in the performance of a service and/or its business operations.
General liability cover is capped at €75 million.
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4
RISKS AND CONTROL
Ongoing investigations and legal proceedings
Other insurance programmes (mandatory and discretionary)
Additional or separate insurance programmes may be
purchased due to the specific nature of certain activities
or risks. These programmes are purchased on an international
basis or locally in liaison with the subsidiaries, either
because they need to be managed locally or for regulatory
or cost reasons.
These insurance programmes mainly concern the following
policies:
• health and death/disability insurance in France;
• general liability insurance;
• environmental liability insurance;
• building manager and/or property portfolio manager
professional liability insurance;
• fleet insurance;
• construction insurance: structural damage/non-builder
developer/comprehensive site insurance, etc.;
• transported goods insurance;
• corporate officers’ liability insurance;
• cybercrime insurance;
• fidelity insurance.
The Group believes that the guarantees and insured
amounts under these master insurance policies correspond
to those generally purchased by companies of a similar size
operating in the same industry. When permitted by law,
the Group will pursue its policy of centralising insurance
policies in order to improve and/or increase the levels
of cover in areas where this is necessary, while controlling
the associated costs.
4.5
ONGOING INVESTIGATIONS AND LEGAL PROCEEDINGS
In late 2015, Casino Group applied to the AMF, France’s
securities regulator, as regards the dissemination of false or
misleading information by Muddy Waters Capital, preceded
by short sales that led to a sudden, very steep fall in the
share price. This led to an investigation by the AMF and two
letters of observation (see page 285 of the 2020 Universal
Registration Document). In 2018, Casino once again applied
to the AMF concerning new speculative attacks, resulting in
short selling on an unprecedented scale, massive borrowings
of Casino securities and misinformation campaigns, all with
the aim of artificially reducing share prices and destabilising
the Group’s companies and their employees and shareholders.
As such, they also filed a criminal complaint in October 2018
with the Public Prosecutor for price manipulation, in addition
to a complaint for false allegations in November 2018.
To the best of the Company’s knowledge, the investigations
on the Group’s share price opened by both the AMF and
the Financial Prosecutor in autumn 2018 are still in progress.
Casino Guichard-Perrachon was the subject of a preliminary
investigation by the Financial Public Prosecutor (parquet
national financier – PNF) for alleged price manipulation
and private corruption dating back to 2018 and 2019. At this
stage of the proceedings, Casino has received notice of a
hearing on the merits before the Paris Criminal Court,
which is due to take place on 1 October 2025.
On 16 May 2022, at the AMF’s request, a search at Casino
Group’s registered office was conducted. Casino appealed
to the Paris Court of Appeal against the order authorising
the search and the search and seizure operations. The Paris
Court of Appeal dismissed these appeals in a ruling dated
21 February 2024. At the AMF's request, another search was
conducted on 6 September 2023, at Casino's Vitry-sur-Seine
premises. Casino appealed to the Paris Court of Appeal
against the order authorising the search and the search
and seizure operations. The Paris Court of Appeal dismissed
these appeals in a ruling dated 3 July 2024.
Following the filing of complaints by two activist shareholders,
the existence of which was reported in the press in March 2023,
Casino, Guichard-Perrachon initiated legal proceedings
against Xavier Kemlin and Pierre-Henri Leroy for false
accusations and attempted fraud.
At the end of October 2024, Casino, Guichard-Perrachon was
served with a writ of summons before the Paris Commercial
Court on the initiative of some ten persons who were or are
Casino and Rallye shareholders and bondholders, seeking
compensation for the losses they allegedly suffered as a result
of misleading information disclosed to the market. The amount
of damages claimed jointly and severally from Casino,
Guichard-Perrachon and the former senior executives of
Casino and Rallye is €33 million.
Based on the information currently available, the above
proceedings against Casino, Guichard-Perrachon before
the Criminal Court and the Commercial Court meet the
definition of contingent liabilities. After analysing the matter,
the decision was made not to record a provision in respect
of the claims. The Company will continue to monitor
the progress of these proceedings and will adjust its estimate
if necessary to take account of future developments.
314
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5
CORPORATE
GOVERNANCE REPORT
5.1
Summary of governance
as of 27 February 2025
317
5.2
The Board of Directors
319
5.2.1
Composition of the Board of Directors
at 27 February 2025
319
5.2.2
Preparation and organisation
of the Board of Directors’ work
336
5.3
Management
355
5.3.1
The Chief Executive Officer
355
5.3.2
Executive Committee as of 3 March 2025
357
5.3.3
Gender balance at senior
management level
357
5.4
Compensation of corporate officers
358
5.4.1
2025 compensation policies
for corporate officers as provided
for in Article L. 22-10-8 of the French
Commercial Code
358
5.4.2
Components of the compensation
paid to corporate officers in 2024
or granted to them in respect
of that year – Disclosures required
by Article L. 22‑10-9-I of the French
Commercial Code
367
5.5
Implementation of the Afep-Medef
Code recommendations
380
5.6
Information on the agreements
mentioned in Article L. 225-37-4,
paragraph 2, of the French
Commercial Code
380
5.7
Factors likely to have an impact
in the event of a public offer
381
5.8
Other information
381
316
2024 UNIVERSAL REGISTRATION DOCUMENT – GROUPE CASINO
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CORPORATE GOVERNANCE REPORT
The Board of Directors’ report on corporate governance
(“Corporate Governance Report”), prepared pursuant to Article
L. 225‑37, last paragraph, of the French Commercial Code
(Code de commerce), was reviewed and approved by the Board
of Directors at its meeting of 27 February 2025. It includes
the information referred to in Articles L. 22-10-8 to L. 22-10-11
and Article L. 225-37-4 of the French Commercial Code.
For further information on the content of the Corporate
Governance Report, please refer to the cross-reference table
on page 438 of this Universal Registration Document.
The report was prepared by the Secretary of the Board with
input from Management and the Group’s Legal department.
This Report was prepared on the basis of applicable law and
regulations, the Afep-Medef Code last revised in December
2022, the recommendations contained in the Code’s
guidelines, the 2024 Activity Report of the High Committee
on Corporate Governance (Haut Comité de gouvernement
d’entreprise), the recommendations of the French securities
regulator (Autorité des marchés financiers – AMF) and
its 2024 report on corporate governance and managers’
compensation, and the recommendations of shareholders,
voting consultants and non-financial rating agencies.
A draft of the Report was submitted to the Governance and
Social Responsibility Committee and the Appointments
and Compensation Committee on matters in their respective
scopes of responsibility at their meetings prior to the review
and approval by the Board of Directors.
The Statutory Auditors have stated in their report on the parent
company financial statements (see Chapter 2 of the 2024
Universal Registration Document, pages 140 to 143) that
said Report contains the information required of the report
on corporate governance by Articles L. 225-37-4, L. 22‑10-9
and L. 22-10-10 of the French Commercial Code, that they
attest to the accuracy and the fairness of the information
provided pursuant to the provisions of Article L. 22-10-9
relating to compensation and benefits received by the
corporate officers and any other commitments made
in their favour, and that they have no comments on the
information relating to matters that could have an impact
in the event of a takeover bid or exchange offer.
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CORPORATE GOVERNANCE REPORT
Summary of governance as of 27 February 2025
5.1
SUMMARY OF GOVERNANCE AS OF 27 FEBRUARY 2025
Governance structure – Separation of the roles of Chairman
and Chief Executive Officer
In accordance with the Company's Accelerated Safeguard
Plan, approved by the Paris Commercial Court on 26 February
2024, the Company's governance was adapted as from the
completion of its financial restructuring, in particular
to reflect its new shareholder structure. The governance
of the Company until the date of the financial restructuring
is set out in the 2023 Universal Registration Document
(see Chapter 5 “Corporate governance report” of the 2023
Universal Registration Document).
Since 27 March 2024, following the completion of
the transactions involving the Company's share capital that
transferred control of Casino Group to France Retail
Holdings S.à.r.l., a Luxembourg entity ultimately controlled
by Daniel Křetínský, almost all the members of the Board
of Directors were replaced, with the exception of Nathalie
Andrieux, and, in accordance with the governance principles
set out in the Accelerated Safeguard Plan, the roles of
Chairman of the Board of Directors and Chief Executive
Officer were separated and held by:
• Laurent Pietraszewski, Chairman of the Board of Directors
and Independent Director of the Company;
• Philippe Palazzi, Chief Executive Officer and a Director.
The Chairman of the Board of Directors organises and chairs
Board meetings and reports to shareholders on the Board’s
work at the General Meeting. He or she is responsible for
ensuring that the Company’s corporate bodies operate
correctly and, in particular, that Directors are able to perform
their duties successfully.
In accordance with legal and regulatory provisions, the
Chief Executive Officer is vested with the most extensive
powers to act in all circumstances on behalf of the Company.
He exercises his powers within the scope of the corporate
purpose, subject to powers expressly vested by law in Annual
General Meetings and the Board of Directors; he represents
the Company in its dealings with third parties.
This separation of the roles of Chairman and Chief Executive
Officer aims to promote more efficient, transparent
and balanced decision-making. It encourages consultation
and dialogue between the Company's various bodies, while
preserving the independence and integrity of each of them.
It strengthens governance and ensures a balance of power
between the Board of Directors and the Chief Executive
Officer, enabling the Chairman of the Board of Directors
and the Chief Executive Officer to focus on responsibilities
specific to their respective roles.
See also sections 5.2.2.1 “Board practices and procedures –
Roles and duties of the Chairman of the Board of Directors”,
5.2.1.7 “Information about corporate officers” and 5.3
“Management”.
Chairman
of the Board
of Directors
Laurent
Pietraszewski
Board
of Directors
Chief
Executive
Officer
and Director
Philippe
Palazzi
8
Directors
2
Non-Voting
Directors
4
Committees
4
Directors (women)
5
Independent
Directors
1
Director
representing
employees
Governance and
Social Responsibility Committee
Audit Committee
Strategy Committee
Appointments
and Compensation Committee
Executive
Committee
318
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CORPORATE GOVERNANCE REPORT
Summary of governance as of 27 February 2025
In line with this commitment to robust corporate governance
and responsible decision-making, the Board of Directors
includes a high proportion of Independent Directors with
different sectoral expertise, ensuring that the interests of
all stakeholders are represented. There is no Lead Director.
The balance of power is also maintained by the following:
• restrictions on the powers of the Chief Executive Officer
by the Board of Directors in order to better oversee and
control certain strategic and sensitive corporate decisions,
as defined in the Board of Directors’ Internal Rules (see also
section 5.3 “Management”);
• Specialised Committees that help prepare the Board’s work,
composed mainly of Independent Directors and chaired
by Independent Directors, namely the Audit Committee,
the Appointments and Compensation Committee, and
the Governance and Social Responsibility Committee;
• at least one meeting held per year, led by the Chairman
of the Board of Directors, without the executive corporate
officer being present (executive session), to discuss any topic;
• the system in place to prevent conflicts of interest. This
system includes the authority granted to the Governance
and Social Responsibility Committee to address any
exceptional matter that might give rise to a conflict of interest,
the procedure for reviewing agreements between related
parties, entrusted to the Audit Committee, in addition to
the review of related-party agreements, the annual
assessment and oversight of routine agreements entered
into by the Company entrusted to the Audit Committee,
and the obligation for each Board member to declare any
actual or potential conflict of interest that may concern
them (see section 5.2.2.5 "Rules of conduct – Conflicts of
interest – Protection of minority shareholders”, below);
• periodic review of the Board’s internal rules and the
Committees’ charters, and modification of their provisions,
where required.
Reference code
The Company refers to the recommendations of the Afep-Medef Corporate Governance Code for listed companies (the
“Afep-Medef Code”), last revised in December 2022, available on the Company’s website (www.groupe-casino.fr), in
particular when drafting the corporate governance report.
The Company’s situation in relation to each of the recommendations of the Afep-Medef Code is presented in section 5.5.
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CORPORATE GOVERNANCE REPORT
The Board of Directors
5.2
THE BOARD OF DIRECTORS
5.2.1
Composition of the Board of Directors at 27 February 2025
*
In accordance with the Afep-Medef Code and/or applicable regulations, the Director representing employees is not included in the calculation.
At 27 February 2025, the Board of Directors comprises eight members, including:
• four Directors, including one Director representing employees;
• five Independent Directors.
It also comprises two Non-Voting Directors, and three nationalities. The Chief Executive Officer is also a Director.
The table below provides a summary of the composition of the Board and its Committees at 27 February 2025:
Age*/
Gender Nationality
Number
of shares
Number of
directorships
of listed
companies(1)
Indepen-
dent
member
First
elected
End of
current
term of
office
Years
on the
Board
Committee meeting attendance
Stra-
tegy Audit
Gover-
nance
and
Social
Respon-
sibility
Appoint-
ments
and
Compen-
sation
Laurent Pietraszewski
Chairman of the
Board of Directors
58/M
1,000
-
2024
2026
<1
Philippe Palazzi
Director(2)
Chief Executive Officer
53/M
586
-
2024
2025
2027
<1
C
Nathalie Andrieux
Director
59/W
108
-
2015
2027
10
M
C
M
Pascal Clouzard
Director
61/M
101
-
2024
2026
<1
M
C
Branislav Miškovič
Director
39/M
100
-
2024
2026
<1
M
M
M
Athina Onassis
Director(2)
40/W
100
-
2024
2025
<1
M
Elisabeth Sandager
Director
65/W
3,968
-
2024
2027
<1
M
C
Naliny Kerner
Director representing
employees
53/W
-
-
2024
2027
<1
Thomas Piquemal
Non-Voting Director
55/M
25
-
2024
2027
<1
M
Martin Plavec
Non-Voting Director
36/M
-
1
2024
2027
<1
M
M
*
At 27 February 2025.
(1)
Outside Casino Group.
(2)
Directorships submitted for re-election to the 2025 Annual General Meeting.
M: Member. C: Chair.
Independence
rate*
71%
Women*
43%
8
Directors
2
Non-Voting
Directors
4
committees
including
3
committees chaired
by independent
members
320
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CORPORATE GOVERNANCE REPORT
The Board of Directors
Directors are elected for a three-year term, and memberships
to the Board of Directors are renewed in part each year.
In order to ensure that a roughly equal amount of Directors’
terms of office are renewed via this rotating system, on an
exceptional basis a Director can be elected for a period
of one or two years by the Company’s shareholders in an
Ordinary General Meeting. The staggering of the terms
of office of Board members elected at the Annual General
Meeting will be more regular over the next three years, with
two terms expiring in 2025 and in 2027, and three terms
expiring in 2026.
The Company’s Articles of Association impose a legal age limit
according to which no more than one-third of the Directors
may be aged over 70. Should this threshold be exceeded,
the oldest Director or permanent representative of a legal
entity is considered as having resigned at the Ordinary
General Meeting held to approve the financial statements
for the financial year in which the threshold was exceeded.
Pursuant to the Board’s Internal Rules, in addition to the
shareholding requirement of at least 100 shares specified
in the Company’s Articles of Association, each Director
elected at the Annual General Meeting is required to own
registered shares equivalent to at least €8,500 within two
years from their appointment or re-election.
The profiles, directorships and positions of the members of
the Board of Directors are presented in section 5.2.1.7.
5.2.1.1
Changes to the composition of the Board in 2024
The table below shows the changes to the composition of the Board of Directors and its Committees in 2024. See also
section 5.2.1.2.
Departures
Co-option/Appointment
Ratification of co-optation/
Re-election
Board of Directors
Jean-Charles Naouri (27 March 2024)
Maud Bailly (27 March 2024)
Thierry Billot (27 March 2024)
Béatrice Dumurgier (27 March 2024)
Christiane Féral-Schuhl (27 March 2024)
Frédéric Saint-Geours (27 March 2024)
Société Carpinienne de Participations
(Josseline de Clausade) (27 March 2024)
Société Finatis (Virginie Grin)
(27 March 2024)
Euris (Odile Muracciole) (27 March 2024)
Foncière Euris (Franck Hattab)
(27 March 2024)
Par-Bel 2 (Hervé Delannoy)
(27 March 2024)
Laurent Pietraszewski (27 March 2024)
Philippe Palazzi (27 March 2024)
Elisabeth Sandager (27 March 2024)
Athina Onassis (27 March 2024)
Pascal Clouzard (27 March 2024)
Branislav Miškovič (27 March 2024)
Thomas Doerane, Non-Voting Director(1)
(27 March 2024)
Thomas Piquemal, Non-Voting Director
(27 March 2024)
Martin Plavec, Non-Voting Director
(27 March 2024)
Naliny Kerner (31 May 2024)
Nathalie Andrieux
(11 June 2024)
Laurent Pietraszewski
(11 June 2024)
Philippe Palazzi (11 June 2024)
Elisabeth Sandager
(11 June 2024)
Athina Onassis (11 June 2024)
Pascal Clouzard (11 June 2024)
Branislav Miškovič
(11 June 2024)
Thomas Doerane, Non-Voting
Director (11 June 2024)
Thomas Piquemal, Non-
Voting Director (11 June 2024)
Martin Plavec, Non-Voting
Director (11 June 2024)
Audit Committee
Thierry Billot (27 March 2024)
Frédéric Saint-Geours (27 March 2024)
Pascal Clouzard (27 March 2024)
Branislav Miškovič (27 March 2024)
Martin Plavec (27 March 2024)
Nathalie Andrieux
(11 June 2024)
Appointments
and Compensation
Committee
Maud Bailly (27 March 2024)
Frédéric Saint-Geours (27 March 2024)
Elisabeth Sandager (27 March 2024)
Branislav Miškovič (27 March 2024)
Nathalie Andrieux
(11 June 2024)
Governance
and Social
Responsibility
Committee
Thierry Billot (27 March 2024)
Christiane Féral-Schuhl (27 March 2024)
Frédéric Saint-Geours (27 March 2024)
Elisabeth Sandager (27 March 2024)
Athina Onassis (27 March 2024)
Nathalie Andrieux
(11 June 2024)
Strategy Committee
(formed on
27 March 2024)
–
Philippe Palazzi (27 March 2024)
Pascal Clouzard (27 March 2024)
Branislav Miškovič (27 March 2024)
Thomas Doerane, Non-Voting Director(1)
(27 March 2024)
Thomas Piquemal, Non-Voting Director
(27 March 2024)
Martin Plavec, Non-Voting Director
(27 March 2024)
–
(1)
Thomas Doerane, Non-Voting Director, assumed his position on 15 May 2024. On 28 March 2024, he informed the Company of his decision to
temporarily step down from his seat as a Non-Voting Director on Casino's Board of Directors and on its Strategy Committee, with immediate
effect from the date of his appointment and until further notice (see the Company's press release of 15 May 2024). He resigned from his position
with effect from 11 February 2025 (see section 5.2.1.3).
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CORPORATE GOVERNANCE REPORT
The Board of Directors
In accordance with the Accelerated Safeguard Plan, on
the final completion date of the financial restructuring
on 27 March 2024, the Board of Directors was asked to
acknowledge the resignation of almost all its members, with
the exception of Nathalie Andrieux, and to appoint the new
Directors. The provisional appointment with immediate
effect for the duration of the predecessors' terms of office,
and the appointments of three Non-Voting Directors for
a period of three financial years, were submitted to the General
Meeting for ratification on 11 June 2024.
On 31 May 2024, Naliny Kerner was appointed as a Director
representing employees by the most representative trade
union organisation in accordance with Article 14 II of the Articles
of Association and the provisions of Article L. 225‑27‑1 of the
French Commercial Code. She was elected for a term three
years and her duties expire at the end of the General Meeting
set to approve the financial statements of the past financial
year and held in the year in which the directorship expires.
The Board of Directors is assisted by four Committees,
as described in section 5.2.2.3. The Strategy Committee was
formed on 27 March 2024. Their composition and Chairs,
as decided by the Board of Directors at its meeting on
27 March 2024, remained unchanged at the end of Annual
General Meeting of 11 June 2024, with the members and Chairs
being appointed for the duration of their directorship.
The rules relating to representation of Independent Directors
recommended in the Afep-Medef Code are implemented.
Each of the Committees listed in the Afep-Medef Code is
chaired by an independent member. Two of the Board’s
Committees are chaired by women.
The duties of the Ad Hoc Committee set up on 21 April 2023
came to an end on 27 March 2024 following the definitive
completion of the financial restructuring (see section 5.5.6
“Specific governance framework for the Ad Hoc Committee
formed within the Board of Directors as part of the financial
restructuring” in Chapter 5 of the Company's 2023 Universal
Registration Document).
5.2.1.2
Board composition and diversity policy
The balanced composition of the Board of Directors takes
into account the changes in the Company's shareholder base.
The composition of the Board of Directors as of 27 March 2024,
following the financial restructuring, reflects the change in
the controlling shareholder. The appointments were proposed
in accordance with the Accelerated Safeguard Plan approved
by the Paris Commercial Court on 26 February 2024 and
the provisions relating to Casino, Guichard-Perrachon’s
governance (the "Company" or "Casino") as set out in the
shareholders' agreement signed on 18 March 2024 between
the partners of France Retail Holdings S.à.r.l. (an entity
ultimately controlled by Daniel Křetínský) mentioned in AMF
declaration 224C0462 of 28 March 2024 (namely EP Equity
Investment III S.à.r.l. ("EPEI"), an entity ultimately controlled
by Daniel Křetínský, F. Marc de Lacharrière (Fimalac)
and Trinity Investments Designated Activity Company,
whose management company is Attestor Limited ("Trinity")
(see Chapter 6 of the 2024 Universal Registration Document,
in section 6.4.2 "Shareholders' agreement").
The main provisions of the shareholders' agreement (as set
out in AMF decision 224C0462 of 28 March 2024) stipulate
that the Company's Board of Directors will comprise seven
members in addition to the Director representing employees:
• EPEI may propose the appointment of four Directors of
Casino, it being specified that the Chief Executive Officer
of Casino is one of these Directors, and that the Chairman
of the Board of Directors is also chosen from among these
four directors; Laurent Pietraszewski and Athina Onassis
were appointed as Independent Directors and Branislav
Miškovič as a Director, respectively, on the recommendation
of EPEI. Laurent Pietraszewski was appointed Chairman
of the Board of Directors, on the recommendation of EPEI.
Nathalie Andrieux was re-elected as an Independent Director
on the recommendation of EPEI;
• Fimalac may propose the appointment of an Independent
Director; Elisabeth Sandager was appointed as an
Independent Director on the recommendation of Fimalac;
• As long as Trinity holds at least 7.5% of Casino’s share capital
(directly and indirectly), it may (i) independently propose
the appointment of an Independent Director and
(ii) in concert with EPEI, propose the appointment of an
Independent Director. Pascal Clouzard was appointed as
an Independent Director on the recommendation of Trinity.
EPEI, Fimalac and Trinity each have the ability to propose
the appointment of a Non-Voting Director to Casino's Board
of Directors. Thomas Piquemal, Thomas Doerane and
Martin Plavec were appointed as Non-Voting Directors on
the recommendation of Fimalac, Trinity and EPEI respectively.
Thomas Doerane resigned from his position as Non-Voting
Director on 11 February 2025. (See section 5.2.1.3 on Trinity
ceasing to act in concert with EPEI and F. Marc de Lacharrière.).
The parties to the agreement must consult each other if
they wish to increase the size of Casino’s Board of Directors
or modify the gender balance.
The agreement stipulates that the Audit Committee,
the Appointments and Compensation Committee and the
Governance and Social Responsibility Committee must
each be composed of a majority of Independent Directors
and one Director appointed on the recommendation of EPEI.
It also provides for the creation of a Strategy Committee
comprising the Chief Executive Officer, two Directors appointed
on the recommendation of EPEI, the Independent Director
appointed on the recommendation of Trinity, and the three
Non-Voting Directors.
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The Board of Directors
Diversity policy
The Board of Directors aims to apply the principles laid down
in the Afep-Medef Code and legal provisions with respect
to its members.
During the annual reviews of its practices and procedures,
or every time the term of office as Director is renewed, it is
called upon to assess its structure and composition, as well as
those of the Committees, with the support of the Governance
and Social Responsibility Committee and the Appointments
and Compensation Committee.
Diverse and complementary skills
The members of the Board must collectively possess the diverse
knowledge, skills and experience necessary to understand
the Company's activities, its social and environmental issues
and its business environment, including the key risks and
opportunities it faces. This ensures that the Board can
effectively fulfil its duties with the required competence
and independence.
The diversity and complementarity of the mix of technical
skills and experience represented on the Board are described
in sections 5.2.1.4 and 5.2.1.7 below. Several Directors possess
or have acquired the necessary expertise in sustainability.
A training programme was launched during the year to acquire
a common set of skills or deepen knowledge and expertise
in light of legal, environmental and social developments,
particularly in the context of the implementation of the
Corporate Sustainability Reporting Directive (CSRD) and the
Board's role in this regard. Six Directors have international
experience, and the Board now includes several nationalities.
Appointment of an employee representative
In accordance with Article 14-II of the Articles of Association
and the provisions of Article L. 225-27-1 of the French
Commercial Code, a Director representing employees was
appointed by the most representative trade union organisation
on 31 May 2024.
Equal representation of men and women
The Board of Directors ensures an equal representation of
men and women in accordance with the law and the Afep-
Medef Code. As at 27 February 2025, women on the Board
accounted for 43% (three out of seven) (excluding the Director
representing employees pursuant to Article L. 225-27-1
of the Commercial Code). With the Director representing
employees, the representation of women Directors stands
at 50% (four out of eight).
Pursuant to the shareholders' agreements between the
members of the Consortium, the Board of Directors includes
a high proportion of independent Directors, ensuring more
balanced and impartial decision-making. This structure
addresses stakeholders’ and investors’ concerns in terms
of transparency, integrity and the protection of the company's
corporate interest.
The proportion of Independent Directors was 71.4% (five out
of seven) (not counting the Director representing employees
in accordance with the Afep-Medef Code), well above the
one-third threshold recommended by the Afep-Medef Code
for companies with a controlling shareholder, which is the
case for the Company. Counting the Director representing
employees, the independence rate stands at 62.5%.
Other important factors are their commitment to the Group's
ethical standards and social responsibility programme and
their ability to engage, as well as their availability to fully
assume their role with the dedication and commitment
required during the Group's recovery and transformation
phase. Individual attendance at Board and Committee
meetings is described in section 5.2.2.5.
No objective is set in terms of age, except for compliance
with the statutory age limit for holding office as a Director.
The Board gives priority to ensuring that its members have
a wealth of experience and complementary expertise.
At 27 February 2025, the average age of Directors on the
Board was 53.5, with no Director aged over 70.
5.2.1.3
Changes to the composition of the Board in 2025
Developments during the first quarter of 2025
Thomas Doerane resigned from his position as Non-Voting
Director on the Board of Directors and member of the Strategy
Committee of Casino, with effect from 11 February 2025,
as of the closing date of the disposal by Trinity Investments
Designated Activity Company to EP Equity Investment III
S.à.r.l. ("EPEI") of its 7.65% shareholding in France Retail
Holdings S.à.r.l. (“FRH”). As a result of this disposal, Trinity
ceased to act in concert with EPEI and F. Marc de Lacharrière
(Fimalac) vis-à-vis Casino and lost its rights under the
shareholders' agreement, to which Trinity is no longer
a party (see Chapter 6 of the 2024 Universal Registration
Document, section 6.4.2 "Shareholder agreement").
Composition at the close of the Annual General
Meeting of 30 April 2025
The terms of office as directors of Philippe Palazzi, Chief
Executive Officer and Chairman of the Strategy Committee,
and Athina Onassis, member of the Governance and Social
Responsibility Committee, expire at the close of the 2025
Annual General Meeting, and their re-election for a further
three‑year term is proposed by the Board of Directors
on the recommendation of the Appointments and
Compensation Committee.
In these conditions, subject to approval of these proposals
at the Annual General Meeting, the Board would remain
unchanged at the close of the Meeting.
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The Board of Directors
It would comprise eight Directors, including a Director
representing employees and five independent members
(i.e., an independence rate of 71.4% (five out of seven) not
counting the Director representing employees).
Forty-three percent of the Board members would be
women (three out of seven), not counting the Director
representing employees.
Composition of the Appointments
and Compensation Committee
In accordance with the recommendation of the Afep-Medef
Code on the presence of the Director representing employees
on the Compensation Committee, the Director representing
employees appointed in 2024 will join the Appointments
and Compensation Committee on 1 July 2025.
5.2.1.4
Diversity of expertise on the Board of Directors
Directors’ profiles as of 27 February 2025 are provided in section 5.2.1.7.
Overview of skills and expertise:
Commerce
Retail
Digital
Technology
Media
Finance
Real estate
Asset
management
Law
Social
Responsibility
International
experience
Executive
management
experience
Laurent Pietraszewski(1)
Philippe Palazzi
Nathalie Andrieux(1)
Pascal Clouzard(1)
Branislav Miškovič
Athina Onassis(1)
Elisabeth Sandager(1)
Naliny Kerner
(1)
Independent member.
The two Non-Voting Directors (Martin Plavec and Thomas
Piquemal) bring their respective expertise to the Board,
particularly in financial matters, while not participating in voting.
The Board of Directors ensured the integration and training
of its members in 2024. The new Board of Directors benefited
from a training programme on governance and changes in
the legislative and regulatory framework, designed to help
members better analyse the stakes of the decisions made
by the Board of Directors and take into account the social
and environmental impacts of its activity, in order to define
the sustainability pathways and objectives tailored to the Group
and its challenges (see also section 5.2.2.1 "Board practices
and procedures – Training – Integration programme for
new members").
In 2024, two four-hour training sessions on sustainable
development were organised by an external consultant on
two themes: a) Governance and CSR and b) Retailing and
environmental transition. The members' attention focused
particularly on the legal framework regarding CSR/sustainability,
energy-climate issues, environmental challenges specific
to retailing (food system, textiles, etc.), key macroeconomic
aspects of climate policies and the Group’s sustainability
reporting challenges on environmental matters (climate change,
circular economy, biodiversity, etc.) in light of the results
of the double materiality assessment. This cross-disciplinary
training course helped all Directors understand the challenges
of implementing the CSRD (Corporate Sustainability Reporting
Directive), the new non-financial reporting requirements
and their impact on corporate governance. During each of
these training sessions, time was set aside for discussions
between the Directors and the external consultant, particularly
taking into account the Group's financial restructuring.
In the last quarter of 2024, the members of the Governance
and Social Responsibility Committee and the Audit Committee
held a joint session to examine the methodology and results
of the double materiality assessment, and received a detailed
presentation on the verification of sustainability and Taxonomy
information from the Statutory Auditor responsible for the
certification of sustainability information.
The Directors representing employees, appointed on
31 May 2024, also received three training modules from the
Institut français des administrateurs during the third quarter
of 2024 (Role of a Director representing employees, Finance
fundamentals, Role of a Director), for a total of four days' training.
During the annual review on the assessment of the Board’s
practices and procedures in 2024, the members were asked
to express their training expectations for 2025. (See also
section 5.2.2.4).
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The Board of Directors
5.2.1.5
Independent Directors
At its meeting on 27 February 2025, the Board of Directors
reviewed the independence of its members based on the
work and recommendation of the Appointments and
Compensation Committee.
Relying on the definition contained in the Afep-Medef Code,
the Board considered that a Director is independent when
he or she has no relationship of any kind whatsoever with
the Company, its Group or the management of either that could
compromise the independence of his or her judgement.
The independence of each Director was assessed in relation
to all of the independence criteria in the Afep-Medef Code.
These eight criteria are as follows:
• criterion 1: not be an employee or executive corporate
officer of the Company, or an employee, executive corporate
officer, or Director of a company within the Company’s
consolidation scope, or of the Company’s parent or a company
within said parent’s consolidation scope, and not have
held any of said positions in the previous five years;
• criterion 2: not be an executive corporate officer of a
company in which the Company holds a directorship,
directly or indirectly, or in which an employee appointed
as such or an executive corporate officer of the Company
(currently in office or having held such office in the
previous five years) is a Director;
• criterion 3: not be (or be related either directly or indirectly
to anyone who is) a customer, supplier, commercial
banker or investment banker material to the Company or
its Group, or that generates a material portion of its
business with the Company or the Group;
• criterion 4: not be related by close family ties to a corporate
officer;
• criterion 5: not have been a Statutory Auditor of the
Company during the previous five years;
• criterion 6: not have been a Director of the Company
for more than 12 years (a Director no longer qualifies as
independent once the 12-year threshold is reached);
• criterion 7: not be a non-executive corporate officer
of the Company who receives variable compensation in
cash or in the form of shares or any compensation linked
to the performance of the Company or the Group;
• criterion 8: Directors representing major shareholders
of the Company or its parent company may be considered
independent provided that these shareholders do not
participate in the control of the Company. However, beyond
a 10% threshold in shares or voting rights, based on the
report from the Appointments Committee, the Board,
should systematically review the qualification of a Director
as independent in the light of the make-up of the Company’s
capital and the existence of a potential conflict of interest.
The review of each member’s independence is based
on the questionnaires submitted to the members by the
Board of Directors.
In light of these criteria, the Board of Directors confirmed
that five members of the Board of Directors met the
independence criteria of the Afep-Medef Code, i.e., 71.4%
of the members.
Philippe Palazzi and Branislav Miškovič are not considered
to be independent, insofar as:
• Philippe Palazzi is Chief Executive Officer of the Company;
and
• Branislav Miškovič is Investment Director at EP Equity
Investment S.à.r.l., a Luxembourg company controlled by
Daniel Křetínský.
Naliny Kerner, who represents the Group's employees, has
been employed by the Group since 2000 and does not meet
criterion 1 of the Afep-Medef Code. However, she is not included
when determining the Board's independence rate, as
the Afep-Medef Code excludes the Director representing
employees from being counted as Independent Directors.
The
other
Board
members,
Laurent
Pietraszewski,
Nathalie Andrieux, Athina Onassis, Elisabeth Sandager and
Pascal Clouzard have no direct or indirect business relationship
with the Company or Casino Group that might compromise
the exercise of their independence of judgement. They fulfil
all of the Afep-Medef Code criteria.
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The Board of Directors
Summary table of the independence status of Directors at 27 February 2025:
Directors
Criterion
1
Criterion
2
Criterion
3
Criterion
4
Criterion
5
Criterion
6
Criterion
7
Criterion
8
Qualification
Laurent Pietraszewski
yes
yes
yes
yes
yes
yes
yes
yes
Independent
Philippe Palazzi
no
yes
yes
yes
yes
yes
yes
yes
Not independent
Nathalie Andrieux
yes
yes
yes
yes
yes
yes
yes
yes
Independent
Pascal Clouzard
yes
yes
yes
yes
yes
yes
yes
yes
Independent
Branislav Miškovič
no
yes
yes
yes
yes
yes
yes
no
Not Independent
Athina Onassis
yes
yes
yes
yes
yes
yes
yes
yes
Independent
Elisabeth Sandager
yes
yes
yes
yes
yes
yes
yes
yes
Independent
Naliny Kerner(1)
no
yes
yes
yes
yes
yes
yes
yes
Not independent
(1)
Director representing employees.
5.2.1.6
Non-Voting Directors
The Ordinary General Meeting may appoint Non-Voting
Directors, either natural persons or legal entities, from among
the shareholders. The Board of Directors may elect Non-Voting
Directors to serve on the Board at any time, provided their
office is approved at the next General Meeting. No more than
five Non-Voting Directors can sit on the Board. Non-Voting
Directors are elected for a term of three years.
On 27 March 2024, pursuant to the provisions of the
shareholders' agreement, the Board of Directors comprised
three Non-Voting Directors, Thomas Doerane appointed on
the recommendation of Trinity, Thomas Piquemal appointed
on the recommendation of Fimalac, and Martin Plavec
appointed on the recommendation of EP, for a three-year term,
i.e., until the 2027 Annual General Meeting, in accordance
with Article 23 of the Company's Articles of Association.
Their appointments were ratified by the Annual General
Meeting of 11 June 2024.
Non-Voting Directors attend Board of Directors’ meetings,
and offer their opinions and observations and take part in the
decision-making process in an advisory capacity. They provide
the Board with their respective expertise, particularly in
financial matters. Two of them took part in the work relating
to the financial restructuring, while not participating in voting.
They may also participate in Committees. Non-Voting Directors
are subject to the same internal rules as Directors, particularly
regarding conflicts of interest and confidentiality (see the
Board of Directors’ Internal Rules and section 5.2.2.5 “Rules
of conduct – Conflicts of interest – Protection of minority
shareholders”).
On 28 March 2024, Thomas Doerane informed the Company
of his decision to temporarily step down from his seat as
a Non-Voting Director on Casino's Board of Directors and
on its Strategy Committee, with immediate effect from
the date of his appointment and until further notice,
in order to prevent the disclosure of insider information
about the Group to Trinity, Attestor, their affiliates and/or
representatives. On 14 May 2024, he notified Casino of the
termination of his waiver of rights with immediate effect
(see the Company's press release of 15 May 2024). Thomas
Doerane resigned from his position as Non-Voting Director
of the Board of Directors and member of the Strategy
Committee on 11 February 2025 (see section 5.2.1.3).
As of 27 February 2025, the Board of Directors has two
Non‑Voting Directors.
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The Board of Directors
5.2.1.7
Information about corporate officers as of 27 February 2025
Laurent Pietraszewski
CHAIRMAN OF THE BOARD OF DIRECTORS
INDEPENDENT DIRECTOR
Born on 19 November 1966 – French nationality
Date first appointed: 27 March 2024
End of term of office: 2026 Annual General Meeting
Casino shares held: 1,000
Business address: Grenel Stratégie et Management
27, rue Sadi-Carnot – 59280 Armentières
France
Main areas of expertise
Commerce/Retail
Digital/Technology/Media
Law
Social Responsibility
Executive management experience
Profile
Laurent Pietraszewski holds a diploma of advanced studies (DEA) in industrial economics and human resources from the University
of Lille I and a certificate from Sciences Po Paris in social systems, human resources management and change management.
He has a thorough understanding of the challenges of the retail world, to which he has devoted 25 years of his professional life in
operational management working alongside teams and customers and in central services to support companies’ transformation.
Until 2017, he was in charge of Auchan France’s Talents policy: recruitment, career management and performance appraisal,
working closely with the company’s senior management.
Laurent Pietraszewski is well versed on social issues, retirement, the employment of older people and workplace health and safety,
and as a Member of Parliament and then Secretary of State (2017-2022), he has faced the strategic challenges of public policy and
conducting high-level negotiations. From 19 May 2020 to 6 July 2020, he was Secretary of State to the Minister for Solidarity and
Health, tasked with pensions, and to the Minister for Labour, responsible for the protection of employees’ health during the Covid-19
pandemic.
From 26 July 2020 until 20 May 2022, he was Secretary of State to the Minister for Labour, Employment and Integration, responsible
for pensions and workplace health and safety.
Laurent Pietraszewski is the founder of Grenel, a strategy and management consultancy specialising in social protection,
employment of senior citizens, quality of life at work, human resource management and employee health. He is also a member of
the CRAPS think tank (Cercle de recherche et d’analyse sur la Protection sociale).
Main executive position
Chairman of Grenel Stratégie et Management
Other directorships and positions held
Current directorships and positions
Within the Group
• None
Outside the Group
• Chairman of Actions Citoyens et Territoires
Directorships and positions held in the past five years (now ended)
• Secretary of State to the Minister for Solidarity and Health and to the Minister for Labour – 2020
• Secretary of State to the Minister for Labour, Employment and Integration – 2022
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The Board of Directors
Philippe Palazzi
CHIEF EXECUTIVE OFFICER
DIRECTOR
CHAIR OF THE STRATEGY COMMITTEE
Born on 9 June 1971 – French nationality
Date first appointed: 27 March 2024
End of term of office: 2025 Annual General Meeting
(subject to re‑election)
Casino shares held: 586
Business address: Correlation Partners, rue de la Carrière
de Bachasson, Artecparc de Bachasson, Bât. D – 13590 Meyreuil
France
Main areas of expertise
Commerce/Retail
Digital/Technology/Media
Finance
Social Responsibility
International experience and executive
management experience
Profile
Philippe Palazzi holds an Executive MBA from HEC Paris and trained at the London Business School. He is the founder (May 2022)
and Chairman of the strategy and management consultancy Correlation Partners.
Since March 2023, he has been a non-executive director of Unifrutti Investment Limited. Philippe Palazzi joined the Lactalis Group
in 2020, the world leader in dairy products, as Chairman of the Executive Board until April 2022.
Prior to that, he worked for more than 25 years for the Metro group (a German distribution group), the world leader in food
wholesaling. His last position was Group Chief Operating Officer and member of the Group Executive Committee (Vorstand) at the
Düsseldorf headquarters.
Philippe Palazzi began his career in 1994 at Metro France, where he held various operational positions in sales and purchasing in the
fresh produce sector until 2001.
He then embarked on an international career spanning more than 15 years, which took him to Greece, Hungary and Italy, where
he became Managing Director of Metro Italia before joining the group’s global headquarters in 2015, where he held a number
of strategic positions, including Chairman of Metro France from January 2016 to April 2020 and Chairman of Pro à Pro from
February 2017 to April 2020.
Main executive position
Chief Executive Officer of Casino, Guichard-Perrachon*
Other directorships and positions held
Current directorships and positions
Within the Group
• Chair of Monoprix (SAS) (since September 2024)
• Chair of Naturalia France (SAS) (since September 2024)
Outside the Group
• Non-executive director of Unifrutti Investment Limited
• Chair of Correlation Partners
• Partner in Sorelle Palazzi Invest (SARL familiale immobilière – family-run real estate company)
Directorships and positions held in the past five years (now ended)
• Chairman of the Executive Board of the Lactalis group – 2022
• Chairman of Metro France – 2020
• Chairman of Pro à Pro – 2020
*
Listed company.
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The Board of Directors
Nathalie Andrieux
INDEPENDENT DIRECTOR
CHAIR OF THE GOVERNANCE AND SOCIAL RESPONSIBILITY COMMITTEE
MEMBER OF THE AUDIT COMMITTEE
MEMBER OF THE APPOINTMENTS AND COMPENSATION COMMITTEE
Born on 27 July 1965 – French nationality
Date first appointed: 7 July 2015
Last renewal: 2024 Annual General Meeting
End of term of office: 2027 Annual General Meeting
Casino shares held: 108
Business address: 171, rue de l’Université – 75007 Paris
France
Main areas of expertise
Commerce/Retail
Digital/Technology/Media
Finance
Social Responsibility
International experience
Executive management experience
Profile
Nathalie Andrieux is a graduate of École supérieure d’informatique (Sup’Info) and ESCP Europe.
She joined the La Poste group (French Postal Service) in 1997, was appointed Chief Executive Officer of Médiaposte in 2004 and
Chair of the Board in 2009. She then became Deputy Chief Executive Officer for Digital and member of the Executive Committee of
La Poste in 2012, a position she held until March 2015.
Previously, she held various positions in the Banque Populaire group, Casden (1993-1997) and Bred (1990-1993). In April 2018 she was
appointed Chief Executive Officer of Geolid, a communication and digital referencing company and served as Chair and Chief
Executive Officer of that company from May 2019 until December 2022.
Since January 2023, Nathalie Andrieux has been a digital consultant, independent company director and business angel.
Main executive position
Director of various companies
Other directorships and positions held
Current directorships and positions
Within the Group
None
Outside the Group
• Director of Bertrand Franchises
• Chair of Orbam Consulting
• Chair of Les Amis de Mikhy, dedicated to providing supportive care in paediatric oncology
Directorships and positions held in the past five years (now ended)
• Director of Topco GB (Burger King group) – 2023
• Chair and Chief Executive Officer of Geolid – 2022
• Director, Member of the Strategy Committee and Chair of the Governance and CSR Committee of Inetum – 2022
• Member of the Supervisory Board and Member of the Audit Committee of Lagardère (listed company) – 2020
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The Board of Directors
Pascal Clouzard
INDEPENDENT DIRECTOR
CHAIR OF THE AUDIT COMMITTEE
MEMBER OF THE STRATEGY COMMITTEE
Born on 15 April 1963 – French nationality
Date first appointed: 27 March 2024
End of term of office: 2026 Annual General Meeting
Casino shares held: 101
Business address: 6, place du Docteur Berthet –
78170 La Celle-Saint-Cloud
France
Main areas of expertise
Commerce/Retail
Digital/Technology/Media
Finance
International experience
Executive management experience
Profile
Pascal Clouzard graduated from the École nationale supérieure de techniques avancées in 1986 (ENSTA Paris – Institut polytechnique)
and from HEC Entrepreneurs in 1987.
He began his career as a consultant with Eurosept and AT Kearney, Spain and Portugal, from 1991 to 1999.
He then joined the Carrefour group as International Purchasing Director from 1999 to 2006, before being appointed Hypermarkets,
Purchasing and Marketing Director for Spain from 2006 to 2011.
He was then appointed Chief Executive Officer of Carrefour Spain from 2011 to 2017 and then Chief Executive Officer of Carrefour
France from 2017 to 2020, as a member of the group's Executive Committee. He remained with the Carrefour group for 21 years.
Pascal Clouzard continues to act as Senior Advisor to the AT Kearney group (outside France).
Main executive positions
Senior consultant (A.T. Kearney)
Director of various companies
Other directorships and positions held
Current directorships and positions
Within the Group
None
Outside the Group
• Director of La Fourche, Tom & Co (Belgium), Uvesco (Spain) and Winestone (Portugal)
• Co-founder of Techforretail
Directorships and positions held in the past five years (now ended)
• Director of Everli – 2024
• Independent member of the Supervisory Board of Cofigeo – 2023
• Chief Executive Officer of Carrefour France – 2020
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The Board of Directors
Naliny Kerner
DIRECTOR REPRESENTING EMPLOYEES
Born on 10 August 1971 – French nationality
Date first appointed: 31 May 2024
End of term of office: 2027 Annual General Meeting
Casino shares held: –
Business address: AMC – 123, quai Jules-Guesde –
94400 Vitry‑sur‑Seine
France
Main areas of expertise
Commerce/Retail
Profile
Naliny Kerner joined Casino Group in 2000.
She currently holds the position of Purchasing Assistant within the purchasing centre of the Group’s subsidiary Achat Marchandise
Casino (AMC), a position she has held successively in the non-food and food sectors, France and international, for the distributor
brand and the national brand.
Main executive position
Employee of AMC (subsidiary of Casino, Guichard-Perrachon)
Other directorships and positions held
Current directorships and positions
Within the Group
• Purchasing Assistant
Outside the Group
• None
Directorships and positions held in the past five years (now ended)
• None
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The Board of Directors
Branislav Miškovič
DIRECTOR
MEMBER OF THE AUDIT COMMITTEE
MEMBER OF THE STRATEGY COMMITTEE
MEMBER OF THE APPOINTMENTS AND COMPENSATION COMMITTEE
Born on 9 August 1985 – Slovak nationality
Date first appointed: 27 March 2024
End of term of office: 2026 Annual General Meeting
Casino shares held: 100
Business address: EPH Parížská 26, Prague
Czech Republic
Main areas of expertise
Commerce/Retail
Finance
Digital/Technology/Media
International experience
Executive management experience
Profile
Branislav Miškovič is a graduate of the University of Economics in Prague and holds a CEMS degree in International Management
jointly from Copenhagen Business School and the University of Economics in Prague.
Before joining the EP group, he worked for three years at JP Morgan in London and completed several internships at Google.
In 2013, he joined Energetický a Prumyslový holding and subsequently held several positions in mergers and acquisitions within EP
Corporate Group, focusing on investments in the retail, e-commerce, media, energy and logistics segments.
As part of his role, Branislav Miškovič sits on a number of boards of EP Corporate Group subsidiaries, particularly in the e-commerce,
retail and media sectors.
Main executive position
Investment Director at EP Equity Investment S.à.r.l. (Luxembourg)
Other directorships and positions held
Current directorships and positions
Within the Group
None
Outside the Group
• Member of the Board of Directors of Editis Holding
• Member of the Board of Directors of Košík Holding a.s., Frekvence 1, a.s., Evropa 2, spol. s.r.o., Active Radio a.s., Radio Bonton a.s.,
Czech News Center a.s., MFresh Holding 1 s.r.o., Czech Radio Center a.s., International Media Invest a.s., Titancoin International a.s.,
Dodo Group SE, Czech Video Center a.s., Parcel Delivery Holding s.r.o., CE Electronics Holding a.s., Czech Media Invest a.s.,
EP Energy Transition a.s. and Heureka Group a.s. (Czech Republic) and EP Equity Investment S.à.r.l, (Luxembourg)
• Investment Director at Vesa Equity Investment S.à.r.l. (Luxembourg)
• Member of the Supervisory Board of CMI France
• Member of the Endowment Fund for an Independent Press (Fonds de dotation pour une presse indépendante)
Directorships and positions held in the past five years (now ended)
• Member of the Board of Directors of the Mall group (Czech Republic) – 2021
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The Board of Directors
Athina Onassis
INDEPENDENT DIRECTOR
MEMBER OF THE GOVERNANCE AND SOCIAL RESPONSIBILITY COMMITTEE
Born on 29 January 1985 – French nationality
Date first appointed: 27 March 2024
End of term of office: 2026 Annual General Meeting
Casino shares held: 100
Business address: S/A Parklaan 64B – 5613 BH Eindhoven
Netherlands
Main areas of expertise
Real estate/Asset management
International experience
Executive management experience
Profile
Athina Onassis is an investor.
In addition, she is a professional athlete who has been competing in show jumping for over 20 years. She has competed at the
highest levels in the world's most prestigious competitions.
In 2007, Athina Onassis founded the Athina Onassis Horse Show, an annual international show jumping event (first held in Brazil
and, since 2014, in Saint-Tropez, France) featuring the world's best show jumpers. She has also been running professional stables in
Valkenswaard, the Netherlands, since 2010. Athina Onassis has lived in Switzerland, Brazil and the United States and currently lives
in the Netherlands.
Her mother tongue is French, she is fluent in English and Portuguese and has a good command of Swedish.
Main executive position
Investor
Other directorships and positions held
Current directorships and positions
Within the Group
None
Outside the Group
• None
Directorships and positions held in the past five years (now ended)
• None
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The Board of Directors
Elisabeth Sandager (Jeppesen)
INDEPENDENT DIRECTOR
CHAIR OF THE APPOINTMENTS AND COMPENSATION COMMITTEE
MEMBER OF THE GOVERNANCE AND SOCIAL RESPONSIBILITY COMMITTEE
Born on 16 June 1959 – Danish nationality
Date first appointed: 27 March 2024
First re-election: 2024 Annual General Meeting
End of term of office: 2027 Annual General Meeting
Casino shares held: 3,968
Business address: 4, avenue Saint-Honoré d'Eylau – 75116 Paris
France
Main areas of expertise
Commerce/Retail
Digital/Technology/Media
Finance
Law
Social Responsibility
International experience
Executive management experience
Profile
A graduate in international business, Elisabeth Sandager joined the L'Oréal group in 1981, where she held marketing responsibilities
for Lancôme France and then Lancôme International.
From 1985 to 1988, she founded and developed her company, Scan Royal. In 1988, she joined Revlon, becoming Vice-President
Marketing Europe, Africa and Middle East in 1992.
From 1996 to 2002, she was Managing Director of Bang & Olufsen France, responsible for international communications. She was
Chair and CEO of Kookaï from 2002 to 2003. Between 2004 and 2006, she worked as a consultant on a number of corporate
development projects.
Then, from 2007 to 2022, Elisabeth Sandager was International Chair of the Helena Rubinstein and Carita brands within L'Oréal's
Luxury division.
Since 2023, she has been a senior advisor, Board of Director member and business angel.
Main executive position
Executive senior advisor, board member and business angel
Other directorships and positions held
Current directorships and positions
Within the Group
None
Outside the Group
• President of Elisabeth Sandager Consulting
• Member of the Board of Directors of the Force Femmes Association
• Member of the Board of Directors of the Yves Rocher group
• Executive senior advisor for Lov Group
Directorships and positions held in the past five years (now ended)
• International Chair of the Helena Rubinstein and Carita brands of L'Oréal – 2022
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The Board of Directors
Thomas Piquemal
NON-VOTING DIRECTOR
MEMBER OF THE STRATEGY COMMITTEE
Born on 13 May 1969 – French nationality
Date first appointed: 27 March 2024
End of term of office: 2027 Annual General Meeting
Casino shares held: 25
Business address: Fimalac 97, rue de Lille – 75007 Paris
France
Main areas of expertise
Expertise in finance
and business management
Profile
A graduate of ESSEC business school, he started his career in 1991 at accounting firm Arthur Andersen. In 1995, he joined the
Mergers and Acquisitions Department of Lazard Frères, becoming a Managing Partner of the bank five years later.
At the end of 2008, he took on responsibility for the strategic partnership between Lazard and the US-based investment fund
Apollo. On 19 January 2009, he joined Veolia Environnement as Senior Executive Vice-President, Finance, and member of the Executive
Committee. In February 2010, he joined EDF as Group Senior Executive Vice President, Finance. On 17 May 2016, after leaving EDF,
he joined Deutsche Bank as Global Head of Mergers and Acquisitions and Chairman of Corporate & Investment Banking at
Deutsche Bank France.
On 30 May 2018, he re-joined Fimalac as Deputy Chief Executive Officer.
Main executive position
Deputy Chief Executive Officer of F. Marc de Lacharrière (Fimalac)
Other directorships and positions held
Current directorships and positions
Within the Group
None
Outside the Group
• Director and member of the Executive Committee of Fimalac
• Director of Fimalac Entertainment, Webedia and Wetix Agency
• Director of Fimalac Développement and Translac SA (Luxembourg)
• Director of Translac LLC (United States)
• Director of North Colonnade (UK)
• Legal Manager of Financière de l'Adret, Grand Termanal 32 Le Rêve and Theo
Directorships and positions held in the past five years (now ended)
• Permanent representative of FHC on the Board of Directors of Groupe Lucien Barrière – 2023
• Permanent representative of Fimalac on the Board of Directors of Casino, Guichard-Perrachon – 2023
• Director of Société Fermière du Casino Municipal de Cannes (SFCMC) – 2023
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The Board of Directors
Martin Plavec
NON-VOTING DIRECTOR
MEMBER OF THE STRATEGY COMMITTEE
MEMBER OF THE AUDIT COMMITTEE
Born on 21 December 1988 – Czech nationality
Date first appointed: 27 March 2024
End of term of office: 2027 Annual General Meeting
Casino shares held: –
Business address: EPH Pařížská 26, Prague
Czech Republic
Main areas of expertise
Expertise in finance and business
management
Profile
Martin Plavec is a graduate of the University of Economics in Prague, Charles University (law) and the London School of Economics
and Political Science.
In 2017 he joined Energetický a Průmyslový holding and subsequently held several positions in mergers and acquisitions within
EP Corporate Group, focusing on investments in the retail, media and logistics segments. He was Chief Financial Officer at
EP Resources between 2019 and 2020 and became a non-executive Director of the Dodo group in 2022. In April 2023, he was
appointed to the Supervisory Board of PostNL.
Main executive position
Investment Manager at EP Equity Investment S.à.r.l. (Luxembourg)
Other directorships and positions held
Current directorships and positions
Within the Group
None
Outside the Group
• Member of the Supervisory Board of PostNL (Netherlands)
• Member of the Board of Directors of Dodo Group SE (Czech Republic)
• Member of the Supervisory Board of Métro AG* (Germany)
Directorships and positions held in the past five years (now ended)
• Investment Associate at Czech Media Invest (Czech Republic) – 2023
• Investment Associate at EP Logistics International (Czech Republic) – 2022
• Chief Financial Officer at EP Resources (Switzerland) – 2020
*
Listed company.
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The Board of Directors
5.2.2
Preparation and organisation of the Board of Directors’ work
5.2.2.1
Practices and procedures of the Board of Directors
The terms and conditions of the Board of Directors’
organisation and operation are defined by law, the Company’s
Articles of Association, the provisions of the Board of Directors’
Internal Rules and the Charters of the Board’s Specialised
Committees.
Board of Directors’ Internal Rules
The Internal Rules describe, on the one hand, the Board’s
organisational methods and operations, the powers and duties
of the Board pursuant to the applicable legal and regulatory
provisions and the Company’s Articles of Association and,
on the other hand, the code of conduct applicable to the
Board’s members. They also contain the corporate governance
principles and provide the framework for their implementation.
The rules of conduct and ethics and the principles of sound
governance applicable to members of the Board of Directors
and embedded in the Internal Rules are described below in
section 5.2.2.5 “Rules of conduct – Conflicts of interest –
Protection of minority shareholders”.
The Internal Rules describe the rules of procedure and the
roles and responsibilities of the Specialised Committees
established by the Board, which are set out in a specific
Charter prepared for each Committee. They establish
the principle of regular formal assessments of the Board
of Directors’ performance. The practices and procedures
of the Board of Directors are assessed annually, as described
in section 5.2.2.4 below.
The Internal Rules are regularly reviewed by the Board on
the recommendation of the Governance and Social
Responsibility Committee, to identify any amendments or
clarifications that may be needed to improve the efficiency
and practices of the Board and its Committees or to comply
with any regulatory changes. The Internal Rules were amended
following the change in control and governance structure
of the Company on 27 March 2024, and most recently on
27 February 2025, as part of an update to Law no. 2024-537
of 13 June 2024, known as the French “Attractiveness” Law.
The modifications pertain to decision-making procedures,
attendance at Board meetings, and clarifications on the
distribution of oversight responsibilities for sustainability-
related information among the Board’s committees.
The rules are made available to shareholders in Chapter 7 of
the Universal Registration Document. The Board of Directors’
Internal Rules, the charters of its Committees, the Insider Trading
Policy and the Company’s Articles of Association can be found
on the Company’s website at: https://www.groupe-casino.fr/
en/group/governance/documentation-and-information/.
Duties and remit of the Board of Directors
The Board carries out the duties and exercises the powers
conferred upon it by law, the Company's Articles of Association
and its Internal Rules. To exercise these powers, it has the
right to obtain and have disclosed to it information and can
rely on the assistance of specialised Board Committees.
It also determines whether the positions of Chair and Chief
Executive Officer are to be combined or split, appoints the
Chair and Chief Executive Officer and decides on his or her
compensation.
The Board of Directors sets the Company’s business strategy
and oversees its implementation, in line with its corporate
interests and considering the social and environmental
challenges of its business. In all circumstances, it must act
in the Company’s corporate interests.
It ensures that shareholders and investors receive relevant,
balanced, and instructive information on the Company’s
strategy, development model, and the non-financial challenges
it deems significant, as well as on its long-term prospects.
Its role is to create value for the Company over the long term.
Subject to powers expressly granted at shareholders’ meetings
and within the limit of the Company’s corporate purpose,
it handles any matters relating to the Company’s proper
functioning and votes on the matters for which it is responsible.
The Board of Directors carries out the controls and checks it
deems appropriate.
The Board of Directors reviews and approves the annual
and interim company and consolidated financial statements,
as well as the management reports on the operations and
results of the Company and its subsidiaries. It also approves
the Company management forecasts.
It prepares the report on corporate governance pursuant to
Article L. 225-37 of the French Commercial Code and,
particularly, the compensation policy for corporate officers
pursuant to Article L. 22-10-8 of the French Commercial
Code which is presented in such report. It may make share
grants and, if appropriate, set up employee share ownership
plans. It also reviews the Company’s gender equality
policies each year. It convenes and notifies shareholders of
Annual General Meetings.
In addition to the prior authorisations expressly required by
law regarding sureties, collateral, or guarantees in the name
of the Company and the related-party agreements subject
to Article L. 225-38 of the French Commercial Code, the Board
of Directors has decided, as an internal rule, that its prior
authorisation must be obtained for certain management
transactions due to their nature or value, as specified in
section 5.3 below entitled “Management”.
Accordingly, the Board's authorisation is required for
all transactions that are likely to affect the strategy of the
Company and its subsidiaries, their financial position or scope
of business, where applicable, after consultation with the
Strategy Committee.
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The Board of Directors
Role and responsibilities of the Chair
of the Board of Directors
The Chair of the Board organises and chairs Board meetings
and reports to shareholders on the Board’s work at the
General Meeting.
He or she is responsible for ensuring that the Company’s
corporate bodies operate correctly and, in particular, that
Directors are able to perform their duties successfully.
According to the Internal Rules:
• meetings of the Directors, without the presence of
Management, to discuss any topic, are chaired by the
Chair of the Board of Directors;
• the Chair of the Board of Directors participates in the
procedure for selecting new Directors;
• each member of the Board of Directors must consult with
the Chair prior to undertaking any assignment or accepting
any function or duties that could, even potentially,
result in a conflict of interest for the Director in question.
The Chair can consult with the Governance and Social
Responsibility Committee or the Board of Directors
regarding such matters.
In 2024, the Chairman of the Board of Directors endeavoured
to meet each of the Directors on a regular basis to review
their integration and the information made available to
them to effectively perform their duties.
He met regularly with the Chief Executive Officer. He specifically
reviewed strategic matters and directions included on the
Board’s agenda, as well as the organisation of the strategy
seminar. The Chief Executive kept the Chairman informed
of significant events occurring between meetings.
He has been invited to several Committee meetings.
In January 2025, he chaired an executive session of the Board
primarily focused on assessing the Board's practices and
procedures since 27 March 2024.
Notice of meeting, quorum, majority
The Board meets as often as necessary to protect the interests
of the Company and whenever it is deemed appropriate.
Meetings are called by the Chair or by any person he or she
appoints to do so on his or her behalf. The Chief Executive
Officer may also ask the Chair to call a Board meeting to
discuss a specific agenda.
A quorum of at least half the Directors is required for the
Meeting to transact business validly. Decisions are made by
majority vote of the members present in person or represented.
In the event of a tie vote, the Chair of the meeting casts the
deciding vote.
In accordance with the legal and regulatory provisions, the
members of the Board of Directors may attend meetings
through telecommunication means. Directors taking part
in Board meetings by telecommunications are deemed
to be present for the purposes of calculating the quorum
and majority. The Board of Directors may, at the Chair’s
initiative, adopt decisions by means of written consultation
under the conditions provided by law and in accordance
with the Internal Rules. Updates to the Articles of Association
and the Internal Rules reflect the provisions of the French
“Attractiveness” Law (see section 5.2.2.1). The amendments
to the Articles of Association will be submitted to the 2025
Annual General Meeting for approval (see Chapter 7 of the
2024 Universal Registration Document).
The Statutory Auditors are invited to attend all Board meetings
called to review the annual or interim financial statements.
Information and training for the Board
of Directors
The Board of Directors’ Internal Rules contain the terms and
conditions under which the Directors are to receive information
as provided by law and the non-disclosure duties relating
thereto (see section 5.2.2.5 on the confidentiality obligation
of Board members).
The Chair or the Chief Executive Officer is responsible for
providing Directors with all documents and information
needed to perform their role and duties.
The documents and information that are required for reviewing
agenda items at Board meetings are sent to Directors before
the meetings take place through a secure digital platform.
This platform also includes all general documentation and
specific information required by Directors on an ongoing
basis, including press releases published by the Company
and financial analysts' reports. Board members also receive
the daily press review, which is distributed internally.
During each meeting, the Chief Executive Officer presents
the key events related to the Group's activities that have
occurred since the previous meeting.
In accordance with the Board’s Internal Rules, Management
reports very regularly (and at least once a quarter) to the
Board of Directors on the Company’s business and that
of its main subsidiaries, including detailed information on
sales and results trends, reports on debt levels and available
credit lines and headcounts at the Company and its main
subsidiaries.
The Board of Directors also reviews the Group’s off-balance
sheet commitments once every six months.
The members of the Board of Directors are informed about
changes in the market, the competitive environment and
the main challenges, including in the area of the Company’s
corporate social responsibility.
Every six months, the members of the Board of Directors
review the Group’s strategy, business plan and budget at
specific meetings or seminars.
Information is provided to them on the Company's share
price and on relationships and dialogues with analysts and
institutional investors.
The Chief Financial Officer and the Legal Counsel attend all
Board meetings. Executive Committee members, the executives
of the subsidiaries and the heads of the Corporate
departments are also invited to attend, depending on the
items on the agenda.
Between Board meetings, the Directors receive any important
information concerning the Company or any events that
materially affect the Company, its operations, or information
previously given to the Directors or any matters discussed
by the Board during the meetings. They are invited
to presentations and conference calls/webcasts on the
financial results. Management, the Chief Financial Officer
and the Board Secretary are at the Directors’ disposal to
provide any relevant information or explanations.
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The Board of Directors
New Director induction programme – Training
New Board members receive a welcome package containing
all the information necessary for carrying out their duties
(including the Board's Internal Rules, the Charters of the
Committees, the Articles of Association, the Afep-Medef
Code and the tentative meeting schedule), as well as
the Company’s code of ethics and professional conduct, in
particular the rules on insider trading and the prevention
of conflicts of interest. They may also request any other
documents that they believe would be useful. They meet
with the Secretary of the Board of Directors to familiarise
themselves with the Company's rules and procedures and
the digital platform made available to them.
The induction programme includes individual meeting
with the heads of the main Corporate departments and the
Chief Executives of the Group’s main subsidiaries. Visits
to stores are organised. The aim is to enable new Directors
to become familiar with the Company’s business processes,
management structures, business lines and its markets,
and fully understand its business model, challenges and
strategic priorities. The goal of the induction programme is
to make it easier for Board members to take up their duties
and to establish smooth and transparent communication
with the members of Management. It is systematically
evaluated and adapted depending on requests and needs,
as expressed. Following the renewal of almost all of the
members of the Board of Directors on 27 March 2024, a
comprehensive induction programme was implemented.
The new members met the Chief Executive Officer and the
members of the Executive Committee on several occasions.
Visits to stores were organised. Two specific sessions were
organised by the Chief Financial Officer with the Chair of
the Audit Committee and the Statutory Auditors to discuss
the accounts closing process, key audit points and internal
control. The Chair of the Audit Committee also met with the
Internal Audit Director and the Internal Control Director.
Individual meetings were regularly conducted by the
Chairman of the Board of Directors to review the induction
process and gather any requests or needs expressed by
the Board members.
The Internal Rules specify that each Director, if he or she deems
it necessary, may receive additional training on the Group’s
specificities, its business activities and sectors, its social
responsibility and environmental challenges, as well as on
accounting, financial or legal concepts to round out their
knowledge or reinforce their skills. Directors representing
employees receive training suited to the exercise of their duties.
The annual reviews of the Board’s practices and procedures
are also an opportunity to obtain feedback and define the
training programmes (see section 5.2.2.4).
On the recommendation of the Governance and Social
Responsibility Committee, training programmes were organised
from the second quarter of 2024 onwards on best governance
practices, as well as developments in the legislative and
regulatory framework to enable members to better analyse
the implications of decisions made within the Board
of Directors and to take into account the social and
environmental challenges of the Group's business activity.
The Board of Directors decided to grant the Director
representing employees 40 hours of training per year
during her term of office, as well as 15 hours of preparation
time per meeting. She has received training that has
enabled her to acquire the specific skills required for
the role of Director (see section 5.2.1.4 "Diversity of expertise
on the Board of Directors" above for a presentation of all the
training programmes implemented).
The Specialised Committees of the Board
of Directors
The Board of Directors is assisted by four Committees that
report to the Board: the Audit Committee, the Appointments
and Compensation Committee, the Strategy Committee
(created on 27 March 2024) and the Governance and Social
Responsibility Committee. The composition and main roles
and duties of these Committees, as defined in the Board of
Directors’ Internal Rules and each Committee’s Charter are
set out in section 5.2.2.3 below.
The members of these Committees are appointed by the
Board, which is also responsible for appointing their respective
Chairs. The Committees’ composition and organisation are
reviewed each year by the Appointments and Compensation
Committee, the Governance and Social Responsibility
Committee and the Board of Directors. When selecting
Committee members, the Board takes into account their
professional background and expertise.
Pursuant to the Charters of the Audit Committee and of the
Governance and Social Responsibility Committee, they must
consist of at least three members, at least two of whom
must be Independent Directors within the meaning of the
criteria in the Afep-Medef Code, including the Chair. With
respect to the Appointments and Compensation Committee,
the Internal Rules impose a minimum of three members,
the majority of whom must be independent, including the Chair.
The specific roles and responsibilities and operating procedures
of the Committees are drawn up and regularly reviewed
by the Board of Directors, which, in line with best governance
practices, may task the Audit Committee or a special
committee of Independent Directors with examining or
monitoring significant transactions or holding discussions
on any other matter. The mission entrusted in 2023 to an Ad
Hoc Committee made up of a majority of Independent
Directors ended on 27 March 2024. Please refer to section
5.5.6 “Specific governance framework for the Ad Hoc
Committee formed within the Board of Directors as part of
the financial restructuring” in Chapter 5 of the 2023
Universal Registration Document.
Board meetings take place after a meeting of one or more
Committees depending on the items on the agenda of
the Board meeting in question. The Committees report
to the Board on their work and observations and, where
appropriate, inform the Board of their opinions, proposals
or recommendations in each of their respective fields
of expertise. During Board meetings, the Committees present
oral reports on their work and a written report included in
the minutes to the Board meeting.
Under the terms of the charters, as part of their work, the
Board and each Committee may organise meetings with
the executives of the Company and its subsidiaries when
it deems such meetings necessary, and may seek the services
of law firms or external financial specialists at its own discretion,
with fees being borne by the Company, and request any
information they need to effectively perform their duties.
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The Board of Directors
Procedure for taking social, environmental
and governance issues into account
The Governance and Social Responsibility Committee conducts
preparatory work on CSR-related topics. It interacts with other
Committees on the topics under review and the CSR strategy.
The Governance and Social Responsibility Committee's
interaction with the other Committees and their coordination
on CSR topics are facilitated by the fact that the Chair of
the Governance and Social Responsibility Committee,
an Independent Director, is a member of the Appointments
and Compensation Committee and a member of the Audit
Committee. The Chair of the Governance and Social
Responsibility Committee may request the organisation of
joint Committee meetings. A meeting of the Governance
and Social Responsibility Committee and the Audit Committee
was held on sustainability topics in the last quarter of 2024.
The Chair of the Governance Committee was also invited to
attend Strategy Committee meetings.
5.2.2.2
Work of the Board of Directors in 2024
*
Since 27 March 2024.
In 2024, the Board of Directors met 20 times at the invitation
of its Chair, including 16 meetings held since 27 March
2024, the date on which almost all of its members were
replaced following the change of control of the Company
resulting from the completion of the financial restructuring.
Since 27 March 2024, the meetings have lasted an average
of around two hours and the average attendance rate of
members has been 94.6%.
Since 27 March 2024, the main work carried out by the Board
of Directors in 2024 has been as follows:
Financial restructuring
• Acknowledgement of the completion of the Company’s
financial restructuring resulting in the change of control
of Casino Group (the "Group") to France Retail Holdings
S.à.r.l. and implementation of the new governance structure.
• Implementation of a reverse stock split and reduction in
the share capital by reducing the par value of the shares
in accordance with the resolutions approved on 11 January
2024 by the shareholders of Casino, grouped into a class of
affected parties under Casino’s safeguard plan, as approved
by the Paris Commercial Court on 26 February 2024.
Business activities, financial position, cash
position and commitments
• Group reorganisation plan.
• Review and approval of the consolidated financial statements
for the first half of 2024 and management forecasts, review
of information related to the business units’ activities and
net sales for the first, second and third quarters of 2024,
as well as draft financial communications.
• Review, approval and monitoring of the Group's 2024 budget
and the trajectories of the main business units; review
and approval of the 2025 budget.
• Monitoring of the Group's financial position after the financial
restructuring (debt, reinstated financing, liquidity and cash
flow forecasts) on a quarterly basis; monitoring of the
amortisation schedule for the notes issued by the Quatrim
subsidiary; monitoring of the shareholder base, share price,
financial analysts' reports and financial ratings.
• Disposal of the residual stake in GreenYellow, disposal of
the Codim 2 subsidiary in Corsica, real estate disposals,
monitoring the progress of the disposal of the hypermarkets
(HM) and supermarkets (SM); acquisition of Éxito's stake
in Cnova.
• Presentation of the minutes and regular reports on the work
and recommendations of the Audit Committee by the
Committee Chair, particularly regarding the adjustment
of the procedure related to non-audit services, action
plans designed to detect and prevent cybercrime, the
six‑month interim reports of the Risk, Internal Control and
Insurance department, as well as the Internal Audit
department, and the Legal department’s reporting on
major investigations and disputes (see “Work of the Audit
Committee in 2024”).
Strategy – strategic seminar
• Implementation of purchasing alliances.
• Participation in the strategy seminar focused on the guidelines
of the 2024-2028 strategic plan (“Renouveau 2028”), the
banners' action plans, the human resources policies to support
the Group's transformation and the key priorities of the
CSR policies, including the fight against climate change.
• Review and approval of the inclusion of renewable energy
in electricity supply contracts for 2025.
• Approval of the guidelines of the “Renouveau 2028” plan,
taking into account social and environmental challenges,
in particular the pathway to a 42% reduction in carbon
emissions (Scopes 1 and 2) by 2030 and the integration
of 50% green energy into the energy mix by 2028; review
and approval of the financial communication in connection
with the presentation of the plan.
Average
attendance rate
94.6%
Number of
meetings*
16
340
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CORPORATE GOVERNANCE REPORT
The Board of Directors
• Presentation of the minutes and regular reports on the
work and recommendations of the Strategy Committee
by the Chief Executive Officer (see "Work of the Strategy
Committee in 2024").
Governance and Social Responsibility
• Appointment of Directors following completion of the
financial restructuring, separation of the roles of Chairman
of the Board of Directors and Chief Executive Officer;
appointment of Non-Voting Directors.
• Reviews and amendments of the Board's Internal Rules,
including restrictions on the powers of the Chief Executive
Officer and specifying the practical arrangements for the
duty of confidentiality of Board members in accordance
with the recommendations of the Afep-Medef Code.
• Creation of the Strategy Committee and review of its charter,
appointment of new members to the Audit Committee,
the Appointments and Compensation Committee and
the Governance and Social Responsibility Committee.
• Training programmes for the Board and the Director
representing employees in line with the recommendations
of the Governance and Social Responsibility Committee;
preparation time allocated to the Director representing
employees.
• Delegation of authority to the Chief Executive Officer to grant
sureties, collateral, and guarantees, and to implement
the share buyback programme authorised by the Annual
General Meeting.
• Gender equality policy and increase in the proportion of
women in executive management positions.
• Presentation of the minutes and regular reports on the
work and recommendations of the Governance and
Social Responsibility Committee by the Committee Chair,
in particular with regard to (i) information on the CSRD
and progress in preparing the sustainability report, and
on the Sapin II law compliance programme(1), as well as
(ii) the procedures for assessing the organisation and
operation of the Board and each of its Committees in 2024
(see “Work of the Governance and Social Responsibility
Committee in 2024”).
• Presentation of the report and opinion of the Audit
Committee on the review of an agreement between
related parties and its classification as a routine agreement.
Compensation and human resources
• Approval of the compensation policies for executive
corporate officers and other corporate officers with effect
from 27 March 2024.
• Setting the CSR indicators for the 2024 annual variable
compensation of the Chief Executive Officer reflecting social
and environmental challenges and trajectories, specifically
the percentage of women executives, the CO2 emissions
reduction target aligned with the Group's carbon pathway
to 2030, and the energy efficiency objective, which also
contributes to reducing the Group's carbon footprint.
• Information on the governance arrangements in place if
the Chairman or the Chief Executive Officer is temporarily
unable to fulfil their responsibilities due to unforeseen
circumstances.
• Presentation of the minutes and regular reports on the work
of the Appointments and Compensation Committee by
the Committee Chair with regard to compensation policies,
the succession plan for senior management, the development
of human capital and actions for 2025 (see section on "Work
of the Appointments and Compensation Committee in 2024").
Annual General Meeting of 11 June 2024
• Approval of the agenda, the draft resolutions and the
Board of Directors' report.
Executive session (early 2025)
• Assessment of the practices and procedures of the Board
and its Committees, as well as the performance of the
Chief Executive Officer.
At each meeting the work performed and decisions taken
by the Board were preceded by a presentation of all the
work and recommendations of its Specialised Committees,
as set forth below in detail.
Prior to the date of the financial restructuring, the Board's
work focused mainly on:
• the agreements reached with a view to selling almost all
of the hypermarkets and supermarkets;
• the implementation of some of the delegations attached
to Casino's Accelerated Safeguard Plan approved on
11 January 2024 by the Company's shareholder class, and
other authorisations required in connection with the
financial restructuring;
• the 2023 financial statements prepared on a going concern
basis, based on the adoption of the Accelerated Safeguard
Plan by the Commercial Court on 26 February 2024, and
the management report including the Non-Financial
Statement and the implementation in 2023 of the duty
of care plan related to the prevention of serious violations
of human rights and fundamental freedoms, as well as
the health and safety of individuals and the environment;
• the 2023 Universal Registration Document and the
transaction note related to the financial transactions of
the restructuring;
• the assessment of the Board's practices and procedures
in 2023 and the Board's corporate governance report
drawn up in accordance with Article L. 225-37 of the French
Commercial Code and included in the 2023 Universal
Registration Document;
• the review of routine agreements, related-party commitments
and transactions with related parties, as well as the annual
review of agreements in accordance with the procedure
for routine agreements;
• the approval of the compensation policy for corporate
officers for 2024 until the date of the completion of the
financial restructuring;
• the convening of the Ordinary and Extraordinary Annual
General Meeting on 11 June 2024.
(1)
French law No. 2016-169 of 9 December 2016 concerning transparency, anti-corruption measures and the modernisation of the economy.
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The Board of Directors
5.2.2.3
Work of the Board of Directors’ Committees in 2024
Strategy Committee
*
Since 27 March 2024.
The shareholders' agreement provides for the creation of a
Strategy Committee comprising the Chief Executive Officer,
two Directors appointed on the recommendation of EPEI,
the Independent Director appointed on the recommendation
of Trinity, and the three Non-Voting Directors (see section
5.2.1.2 above and section 6.4.2 of Chapter 6).
The composition, duties and powers entrusted to the Strategy
Committee by the Board of Directors are set out in the Board
of Directors' Internal Rules and in the Strategy Committee's
Charter available on the Company’s website. Its Charter, drawn
up on 27 March 2024, was last updated on 18 December 2024.
Under the terms of this charter, the Strategy Committee
is made up of at least three members who are Directors or
Non-Voting Directors (including at least two Directors),
appointed by the Board of Directors and selected for their
knowledge and expertise in the areas covered by the Committee.
The Strategy Committee meets at least four times per year
either on predetermined dates or as needed based on current
events, at the initiative of its Chair, who may also arrange any
additional meetings if circumstances and current events
require it.
The Committee may also meet at any time if requested
by at least half of its members, the Chair of the Committee,
the Chairman of the Board of Directors, or the Chief Executive
Officer. Depending on the meeting agenda, the Committee
Chair may invite other Directors or any other person to attend
Committee meetings without the right to vote.
The Chair of the Committee reports to the Board of Directors
on the Committee's work, studies and recommendations.
The Board of Directors has absolute discretion to decide
whether or not to act on such recommendations.
Composition as of 27 February 2025(1)
Role
Independence
First appointment/
last renewal
Number of
meetings
Attendance
rate
Philippe Palazzi
Chair
Member
27 March 2024
27 March 2024
11
100%
Pascal Clouzard
Member
27 March 2024
100%
Branislav Miškovič
Member
27 March 2024
100%
Thomas Piquemal (Non-Voting Director)
Member
27 March 2024
100%
Martin Plavec (Non-Voting Director)
Member
27 March 2024
100%
INDEPENDENCE RATE
1/3
(1)
Thomas Doerane attended meetings as a Non-Voting Director and member of the Committee from 15 May 2024 until 11 February 2025, when his
term of office ended.
Role and responsibilities
The Strategy Committee was formed within the Board of Directors on 27 March 2024 to be consulted by the Board of
Directors before any decisions on strategic matters concerning the Company or the Group are made, it being understood
that the Strategy Committee has a purely advisory role.
Attendance
rate
100%
Independence
33.33%
Number of
meetings*
11
342
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CORPORATE GOVERNANCE REPORT
The Board of Directors
The Committee's tasks include, but are not limited to, the
following:
• reviewing the Group's overall medium and long-term strategy
as proposed by the Company's Chief Executive Officer;
• reviewing all major projects relating to the Group's
development and strategic positioning, in particular strategic
partnership projects and major acquisitions, disposals,
investments or strategic transactions;
• developing the Group's strategy for its various business
lines, implementing the corporate strategy and reviewing
strategically important transactions;
• monitoring the competitive environment, the main
challenges facing the Group, and the resulting medium-
and long-term outlook for the Group;
• assessing the geographical presence strategy.
It also acts as an advisory and consultative body to the Chief
Executive Officer, who is required to seek the prior approval
of the Strategy Committee before carrying out the operations
listed in Appendix B of the Internal Rules, without prejudice
to the opinion of the relevant Board Committee, if applicable.
The referral threshold is generally set at €25 million.
These operations are indicated below, in each case
excluding operations and/or transactions (i) whose specific
terms have been clearly and explicitly detailed, quantified
and authorised in the Group's current business plan or
current annual budget (previously approved by the Board
of Directors and as amended by the Board of Directors, if
necessary) or (ii) which have already been authorised by the
Board of Directors under its prior authorisations:
• disposal or acquisition of a substantial part of the
business, significant shareholdings or strategic assets
worth between €25 million and €250 million;
• any decision to participate in a project or to enter into,
amend or terminate an agreement for an annual amount
of between €25 million and €100 million;
• any capex (i) of between €25 million and €100 million
individually,
or
(ii)
of
between
€100
million
and
€250 million in total in any given financial year;
• signature, amendment or termination of any shareholders'
agreement, partnership agreement (other than in the
normal course of business) or joint venture giving rise to a
commitment by a Group company (including any potential
commitment, such as a purchase agreement), for the
duration of the agreement, or in the event of termination
or expiry of this agreement, for a total amount of between
€50 million and €250 million;
• any loan or other borrowings (other than drawings under
the existing RCF) where the Group company concerned is
acting as debtor, excluding (x) loans or other borrowings
previously authorised by the Board of Directors (y) loans
or other borrowings for an annual amount of between
€100 million and €250 million and (z) for the avoidance
of doubt, operating financing in the normal course of
business (factoring, supplier financing, etc.);
• any loan or other borrowings for an annual amount of
between €25 million and €100 million where the Group
company concerned acts as creditor, excluding for the
avoidance of doubt, borrowings contracted in the normal
course of business;
• any decision likely to constitute an event of default regarding
any agreement related to finance costs where the amount
of finance costs involved is between €10 million and
€100 million;
• any decision by a Group company to grant a security,
surety, pledge, collateral or, more generally, a guarantee,
in an amount of between €25 million and €150 million, by
a Group company, in order to meet its debts or to secure
other debts on behalf of third parties, excluding sureties,
collateral and guarantees in the name of the Company on
behalf of third parties falling within the scope of the
annual authorisation granted by the Board of Directors to
the Chief Executive Officer;
• entering into a contract with any consultant, advisor or similar
service provider if the total compensation is between
€3 million and €10 million in a given financial year;
• initiation (as claimant) or settlement by a Group company
of a dispute or litigation, or arbitration proceedings in an
amount of between €25 million and €50 million;
• any establishment of activities in a new jurisdiction or any
launch of a new activity, involving expenses of between
€25 million and €250 million.
Summary of the work of the Strategy Committee
in 2024
In 2024, since its creation on 27 March 2024, the Committee
has met 11 times with a 100% attendance rate. The meetings
lasted an average of 4 hours and 45 minutes.
Its work mainly focused on reviewing the Group's reorganisation
and transformation project, employment protection plans,
the development of the 2024-2028 value creation plan for
the Group and each of the business units, the 2024 and
2025 budgets, cost rationalisation plans, the investment
plan and the implemented asset disposals.
In a joint session with the Audit Committee, it reviewed
the strategic directions of the “Renouveau 2028” plan and
the Group's debt and liquidity trajectory. It reported on its
work and opinions to the Board of Directors.
It was also consulted and provided its opinion to the Chief
Executive Officer on operations listed in Appendix B of the
Board of Directors' Internal Rules (see above).
The Chairman of the Board of Directors and the Chair of the
Governance and Social Responsibility Committee were
invited to attend Strategy Committee meetings.
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CORPORATE GOVERNANCE REPORT
The Board of Directors
Audit Committee
*
Since 27 March 2024.
The composition, duties and powers entrusted to the Audit
Committee by the Board of Directors are set out in the Board
of Directors' Internal Rules and in the Audit Committee's
Charter. This charter was last updated on 27 February 2025.
Its appendix relating to the approval of non-audit services is
reviewed annually by the Audit Committee and was last
updated on 29 July 2024.
The Audit Committee has at least three members
appointed by the Board of Directors, two-thirds of whom
are independent within the meaning of the criteria set out
in the Afep-Medef Code. The proportion of Independent
Directors on the Committee complies with the two-thirds
threshold recommended by the Afep-Medef Code.
Upon their appointment or at their request, the members
of the Audit Committee will receive specific information
regarding the Company and the Group’s accounting,
financial, and operational details.
The Committee was reconstituted on 27 March 2024
following the Group’s change of control.
Composition as of 27 February 2025
Role
Independence
First appointment/
last renewal
Number of
meetings since
27 March
Attendance
rate
Pascal Clouzard
Chair.
Member
27 March 2024
27 March 2024
7
100%
Nathalie Andrieux(1)
Member
20/09/2023-11/06/2024
100%
Branislav Miškovič
Member
27 March 2024
86%
Martin Plavec (Non-Voting Director)
Member
27 March 2024
86%
INDEPENDENCE RATE
2/3
(1)
Nathalie Andrieux has been a member of the Committee since 20 September 2023.
All members of the Audit Committee hold or have held
senior executive positions and therefore have the financial
or accounting skills required by Article L. 821-67 of the
French Commercial Code. The Non-Voting Director is a
member of the Committee without the right to vote.
Role and responsibilities
The Audit Committee Charter, as last amended on
27 February 2025, sets out the Committee's duties:
• The Audit Committee is responsible for assisting the
Board of Directors in reviewing the annual and interim
financial statements and in dealing with transactions or
events that could have a material impact on the position
of Casino, Guichard-Perrachon or its subsidiaries in terms
of commitments or risks.
• Pursuant to Article L. 821-67 of the French Commercial Code,
the Committee, under the responsibility of the Board of
Directors, deals with matters relating to the preparation
and control of accounting and financial information.
Therefore, and without prejudice to the administrative
and executive bodies' authority, the Committee is responsible
for supervising, among others:
• the process for preparing the financial information;
• the effectiveness of internal control and risk management
systems;
• the Statutory Auditors’ assignments and situation.
• It reviews the terms and conditions applicable to approving
the financial statements, as well as the type, scope and
outcome of the work undertaken by the Statutory Auditors
for the Company and its subsidiaries.
• The Committee may draw on the work of the Governance
and Social Responsibility Committee regarding the duties
mentioned in points 1, 2, 3, 4, 5, 6 and 7 of Section II of Article
L. 821-67 of the French Commercial Code concerning
the monitoring of issues related to the preparation and
verification of sustainability information (see the duties
of the Governance and Social Responsibility Committee
below, which provide that the Committee has authority
over the supervision and preparation of published
sustainability information).
Average
attendance rate
93%
Independence
66.66%
Number of
meetings*
7
344
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CORPORATE GOVERNANCE REPORT
The Board of Directors
• The Audit Committee examines the Company’s exposure
to financial and non-financial risks. The Audit Committee’s
Internal Rules and Charter provide that it may draw on
the work of the Governance and Social Responsibility
Committee for matters relating to non-financial risks (see
the duties of the Governance and Social Responsibility
Committee below).
The Governance and Corporate Social Responsibility
Committee reports to the Audit Committee and to the
Board on its work and observations.
• It reviews the work undertaken by the Statutory Auditors
for the Company and its subsidiaries.
• To this end, the Statutory Auditors organise a presentation
on their audit work and audit findings for the Committee.
At least twice a year, the Audit Committee meets alone
with the Statutory Auditors where necessary, without any
Company representatives in attendance. Additional meetings
with the Statutory Auditors and with the internal audit
manager may be arranged at the Committee’s request.
• It organises the Statutory Auditor selection process.
It authorises non-audit engagements in accordance with
a Charter and appended to its Internal Rules. This Charter
is reviewed annually by the Audit Committee and was last
updated in July 2024. It is the Committee’s responsibility
to ensure that such engagements do not compromise
the independence of the Statutory Auditors. Under the
terms of the Charter, the provision of any service included
in the list of pre-approved services that would exceed
€60,000 in individual Statutory Auditor fees or the total
fee threshold for each Statutory Auditor and members
of their network – corresponding to 10% of the annual budget
for the Statutory Auditors’ fees – as well as the provision
of any other service that is not prohibited or required by
law, must be pre-approved by the Audit Committee.
• The Audit Committee has also reviewed, prior to their
signature, all material agreements between the Company
or its wholly owned subsidiaries and related parties
(defined as the other Casino Group companies, the Group’s
parent companies and their subsidiaries and the associated
companies). The purpose of this review is to help prevent
the risk of conflicts of interest and to protect minority
shareholders. It informs Management and the Board
of Directors of its opinion on these agreements, for
information purposes or prior to their approval, where
applicable. The Audit Committee’s role in this case is
to establish that the transaction falls within the scope
of the related-party procedure and express an opinion on
whether the agreement fairly balances the interests
of the Company and the related party (see also section
5.2.2.5 below on the procedure for reviewing related-party
agreements and its scope).
• The Board of Directors has also tasked the Audit Committee
with reviewing agreements classified as arm’s length on
a yearly basis to ensure that they have indeed been
concluded in the ordinary course of business on arm’s
length terms, and reporting its opinion to the Board (see
also section 5.2.2.5 below).
Work of the Audit Committee in 2024
In 2024, the Audit Committee met ten times, including seven
meetings since 27 March 2024, the date on which almost all
its members were re-elected following the change of
control of the Company resulting from the completion of
the financial restructuring, with the exception of Nathalie
Andrieux. Since 27 March 2024, the meetings have lasted an
average of 3 hours and 15 minutes with an average
attendance rate of 93%.
Since 27 March 2024, the main work carried out by the Audit
Committee in 2024 has been as follows:
Review of the accounts and the financial statements
• Review of the interim consolidated financial statements for
first-half 2024, the interim financial report, the management
forecasts and the draft press release on the results as at
30 June 2024 and second-quarter 2024 net sales.
• Review of the executive summary prepared by the Financial
and Accounting department and the Statutory Auditors'
report on their audit procedures and limited review of the
consolidated interim financial statements for first-half 2024.
• Review and monitoring of the financial position (debt,
liquidity) and reinstalled financing; monitoring of cash flow
forecasts and twelve-month liquidity needs; monitoring
of covenants to be tested in 2025, financial ratings and
ownership of share capital.
• Review of sales and draft press releases on sales for the
first and third quarters of 2024.
• Review and monitoring of the 2024 budget.
• In a joint meeting with the Strategy Committee, review of
the 2024-2028 renewal plan, the main financial indicators
including the 2025 budget, the communication on the
2024-2028 plan and the debt and liquidity trajectory.
• Review of the Statutory Auditors' audit plan in connection
with the year-end closing of the accounts for 2024 and
their audit budget for 2024.
Risk monitoring
• Review of major risk map and changes in methodology.
• Review and monitoring of the cyber risk prevention
programme and information systems security measures
in 2024 and priorities for 2025.
• Monitoring of major investigations, proceedings and
disputes in progress.
Monitoring and overseeing the effectiveness of internal
audit control and risk management systems
• Review of the work carried out by the Internal Control and
Group Risks department for the first and second half of 2024
and the actions planned for 2025 (internal control guidelines,
results of self-assessment campaigns, implementation of
action plans, major risk management campaign).
• Information on the system for identifying and monitoring
fraud risks.
• Review and approval of the internal audit programme for
2025; information on the new organisation of the Internal
Audit department.
• Acknowledgement of the preliminary conclusions of the
Statutory Auditors' work on the internal control procedures
relating to the preparation and processing of accounting
and financial information.
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The Board of Directors
Approval of non-audit services
• Review of a modification to the approval process for non-
audit services established by the Non-Audit Services Charter,
and the inventory of services provided by the Auditors
since the beginning of 2024 and the related fees.
Procedure for reviewing agreements between related
parties and reviewing routine agreements entered
into on arm's length terms
(See also section 5.2.2.5 on the procedures for reviewing
agreements between related parties and evaluating routine
agreements entered into by the Company, as carried out
by the Audit Committee.)
• Review of adjustments made to the financing arrangements
between the subsidiaries Casino Finance (cash pool) and
Cnova N.V.
• Review of an expense coverage agreement between
the Company and EPEI under which the Company has
undertaken to pay the reasonable fees, costs and expenses
incurred by EPEI, the members of the Consortium or
FRH as part of the Group's financial restructuring.
During a joint meeting with the Governance and Social
Responsibility Committee, attended by the Chairman of the
Board of Directors, the Director of Communications, Public
Affairs and CSR and the CSR Director, the members of the
Audit Committee reviewed the methodology and results of
the double materiality analysis carried out in accordance
with the CSRD, as presented by the CSR Director, and were
informed of the work carried out by the Statutory Auditor
responsible for certifying sustainability information, as well
as the scope of their engagement and progress.
As a general rule, the meetings were also attended by the
Chief Financial Officer, the Group Chief Accountant, the Group
General Counsel, the Chief Risk and Insurance Officer, the
Internal Control Director, the Group Internal Audit Director,
and the Secretary of the Board, who is also the Secretary
of the Committee. Representatives of the Statutory Auditors
attend the meetings that involve discussion or review of the
annual and interim financial statements, allocation of profit,
changes in accounting standards, and the work of the
Internal Audit department and the Risks, Internal Control
and Insurance department.
Depending on the agenda items, other members of top
management, including the Group Budget Control Director,
the Deputy Chief Financial Officer in charge of corporate
finance and the Group Information Systems Security
Director, also attended Committee meetings.
During its review of the interim financial statements, the
Committee met with the Statutory Auditors without any
representatives of the Company in attendance.
The Chair of the Audit Committee reported to the Board on
all of the Committee’s analyses, work and opinions.
Prior to the date of the financial restructuring, the main items
on the Audit Committee's agenda were the consolidated
and individual financial statements for 2023, the management
report, the 2023 Universal Registration Document and the risk
factors, the statement of commitments and related-party
agreements and the 2023 report from Management on routine
agreements, as well as the appointment of the Statutory
Auditor responsible for certifying sustainability information
and the implementation of financial restructuring operations.
Appointments and Compensation Committee
*
Since 27 March 2024.
The composition, duties and powers entrusted to the
Appointments and Compensation Committee by the Board
of Directors are set out in the Board of Directors' Internal
Rules and in the Appointments and Compensation
Committee's Charter. This charter was last updated on
25 March 2020.
The Appointments and Compensation Committee has at
least three members, the majority of whom are independent.
The Committee’s members are appointed by the Board
of Directors. Company executives may not be members
of the Committee. However, the Chairman of the Board of
Directors participates in the procedure for selecting Directors.
The Chief Executive Officer can also participate in the work
of the Appointments and Compensation Committee
relating to the information on the compensation policy for
key executives who are not corporate officers.
The Committee was reconstituted on 27 March 2024
following the Group’s change of control.
Average
attendance rate
93%
Independence
66.66%
Number of
meetings*
5
346
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CORPORATE GOVERNANCE REPORT
The Board of Directors
Composition as of 27 February 2025
Role
Independence
First appointment/
last renewal
Number of
meetings since
27 March 2024
Attendance
rate
Elisabeth Sandager
Chair
Member
27/03/2024
27/03/2024
5
100%
Nathalie Andrieux
Member
07/07/2015-11/06/2024
100%
Branislav Miškovič
Member
27/03/2024
80%
INDEPENDENCE RATE
2/3
The proportion of independent directors on the Committee
complies with the Afep-Medef Code’s recommendation
calling for a majority of Independent Directors.
Role and responsibilities
The role and responsibilities of the Appointments and
Compensation Committee are set out in its Charter, which
was last amended on 25 March 2020. The Board of Directors’
Internal Rules set out the Committee’s responsibilities.
The Appointments and Compensation Committee is
specifically in charge of helping the Board of Directors
to review applications for Management positions and to select
new Directors based on the criteria and requirements set
by the Governance and Social Responsibility Committee
to achieve the right mix of expertise and diversity.
It reviews, on an annual basis, Directors’ independence and
the composition of the Committees. It also assists the Board
of Directors in setting and implementing the compensation
policy for corporate officers and the executive corporate officer,
reviewing free share policies, employee share ownership plans
and the human development and succession plan.
The Appointments and Compensation Committee draws
on the work of the Governance and Social Responsibility
Committee to prepare its recommendations on the CSR targets
included in the criteria underlying the executive corporate
officer’s variable compensation and in the long‑term incentive
(LTI) plans and for monitoring the achievement levels of
those targets over the pre-defined periods. The Chair of the
Governance and Social Responsibility Committee is a member
of the Appointments and Compensation Committee.
Work of the Appointments and Compensation
Committee in 2024
In 2024, the Appointments and Compensation Committee
met seven times, including five meetings since 27 March
2024, the date on which almost all its members were re-elected
following the change of control of the Company resulting
from the completion of the financial restructuring, with
the exception of Nathalie Andrieux. Since 27 March 2024,
the meetings have lasted an average of 1 hour and
30 minutes with an average attendance rate of 93%.
The Chairman of the Board of Directors attended four out of
the five meetings.
Since 27 March 2024, the main work of the Appointments
and Compensation Committee in 2024 has focused on the
following topics:
Appointments
• Composition of the Board of Directors’ Specialised
Committees.
• Length of the term of office of the Chief Executive Officer.
• Information on persons joining the Executive Committee
or exercising other key management roles.
• Human development plan (annual reviews of the talent
pools available for succession planning, career tracking
and talent development programmes, and action plans
for 2025).
• Succession plan for Senior Management (Executive
Committee), including situations of unforeseen vacancies
of executive corporate officers.
Compensation
• Compensation policy for the Chief Executive Officer for 2024
including CSR criteria reflecting the most important social
and environmental issues for the Company (quantitative
diversity criteria and criteria aligned with the Group's
climate objectives) in coordination with the Governance
and Social Responsibility Committee.
• Review of the methods for implementing the Chief Executive
Officer's long-term compensation plan.
• Compensation policy for the Chairman of the Board of
Directors and other corporate officers for 2024; breakdown
of Directors' compensation for 2024.
• Draft resolutions and explanatory statement submitted to
the Annual General Meeting of 11 June 2024 falling within
its remit.
• Information on the variable compensation policies for
members of the Executive Committee and other senior
executives for 2024.
The Chair of the Committee reported to the Board of Directors
on the work performed at each Committee meeting, and
submitted its proposals and recommendations for the
Board’s deliberations.
As a general rule, the meetings were also attended by the
Human Resources Director and the Secretary of the Board,
who is also Secretary of the Committee. Depending on the
agenda items, other members of top management, including
the Legal Counsel, also attended Committee meetings.
The Appointments and Compensation Committee used
independent research and benchmarking surveys, mainly
carried out by specialist firms, to assist it in some of
its duties, including for its analyses of Management
compensation packages.
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Prior to the date of the financial restructuring, the main
agenda items of the Appointments and Compensation
Committee focused on changes in corporate governance,
the composition of the Board and the independent members
following the financial restructuring, the compensation
policies for corporate officers up to the date of the financial
restructuring, the sections of the corporate governance report
included in the 2023 Universal Registration Document and
the draft resolutions and explanatory statement submitted
to the 2024 Annual General Meeting within its remit.
Governance and Social Responsibility Committee
*
Since 27 March 2024.
The
composition,
duties
and
powers
entrusted
to
the Governance and Social Responsibility Committee by
the Board of Directors are set out in the Board of Directors'
Internal Rules and in the Governance and Social Responsibility
Committee's Charter. This charter was last updated on
27 February 2025.
The Governance and Social Responsibility Committee must
have at least three members appointed by the Board of
Directors from among its members, and at least two-thirds
of whom are independent within the meaning of the criteria
set out in the Afep-Medef Code including the Chair. Company
executives may not be members of the Committee.
The Committee was reconstituted on 27 March 2024
following the Group’s change of control. Nathalie Andrieux
remains Chair.
Composition as of 27 February 2025
Role
Independence
First appointment/
last renewal
Number of
meetings since
27 March 2024
Attendance
rate
Nathalie Andrieux
Chair
Member
10/05/2022 – 11/06/2024
15/05/2018 – 11/06/2024
4
100%
Athina Onassis
Member
27/03/2024
100%
Elisabeth Sandager
Member
27/03/2024
100%
INDEPENDENCE RATE
100%
*
Since 27 March 2024.
Role and responsibilities
The Committee was created in 2015 to monitor the development
of governance rules, oversee their proper application and
propose any appropriate adaptation and ensure they are
adequate to the Group’s needs.
In the area of governance, it regularly reviews the structure,
size and composition of the Board of Directors. In particular,
it is responsible for monitoring matters relating to rules of
conduct and ethics applicable to Directors, for determining
the method of evaluating the Board’s organisation and
functioning and performing the evaluations, and for managing
and handling conflicts of interest. The Committee may address
any exceptional issue that could give rise to a conflict of interest.
The Committee is responsible for preparing and updating
the Internal Rules of the Board of Directors and the charters
of its specialised Committees, the charter on related-party
agreements and any other charter in effect, for submission
to the Board of Directors.
It ensures compliance with the Afep-Medef Code and analyses
the Company’s situation in terms of corporate governance
with respect to the reports published by the French financial
markets regulatory authority (Autorité des marchés financiers
– AMF) and the High Committee on Corporate Governance
(Haut Comité de gouvernement d’entreprise). It conducts
internal analyses and makes recommendations to the Board
of Directors on best practices in the area of corporate
governance and, where applicable, on actions to be taken.
Attendance
rate
100%
Independence
100%
Number of
meetings*
4
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CSR responsibilities and coordination
with other Board Committees
The scope of the Committee’s duties in the area of social
responsibility was broadened from 15 December 2017,
reflecting the involvement of individuals at the highest level
of the organisation in the Group’s social responsibility
process and the alignment of said duties with those of the
other two Committees. It is thus responsible for reviewing
the Group’s commitments and policies in the area of ethics
and rules of conduct and corporate social, environmental
and societal responsibility, implementing these policies,
tracking their results, in line with the Group’s strategy, and
putting forward opinions and recommendations to the
Board of Directors.
With the Committee's expanded role, the Board ensures, in
liaison with the Audit Committee, that the Company has
the requisite systems in place for identifying and managing
its main non-financial social and environmental risks, and that
it is in compliance with the applicable laws and regulations.
It reviews the Group’s participation in ESG indices and
monitors the anti-corruption programme, the duty of care
plan and compliance with the General Data Protection
Regulation (GDPR) and reports to the Audit Committee.
The Committee's Charter was updated on 27 February 2025
to specify that it is the responsibility of the Governance and
Social Responsibility Committee to ensure the relevance
and integrity of sustainability reporting and to inform the
Board of Directors accordingly. The Committee is therefore
responsible for monitoring issues related to the preparation
and verification of sustainability information with regard to
the duties mentioned in points 1, 2, 3, 4 and 7 of section II of
Article L. 821-67 of the French Commercial Code, as outlined
in the Charter.
It reviews the information disclosed annually in the
management report in respect of sustainability information
pursuant to applicable legal requirements and provides
its observations prior to approval thereof by the Board
of Directors. More generally, it is informed of the non-financial
information provided by the Company.
The Committee reviews the gender parity policy on a yearly
basis ahead of the Board’s annual discussion of this matter,
and annual approach to diversity. It also oversees the gender
diversity objectives in executive management positions
proposed by Management, the action plans and the achieved
results (see also Article 12.2.5 of the Board of Directors’ Internal
Rules in Chapter 7, section 7.3 of this Universal Registration
Document). It issues any recommendations it deems appropriate.
Together with the Appointments and Compensation
Committee, the Committee also takes part in discussions
on the proposed CSR criteria underlying the executive
corporate officer’s compensation package, ensuring these
criteria are aligned with the Group’s commitments and policies.
The Governance and Social Responsibility Committee's
interaction with the other Committees and their coordination
on CSR topics are facilitated by the fact that the Chair of
the Governance and Social Responsibility Committee,
an Independent Director, is a member of the Appointments
and Compensation Committee and a member of the Audit
Committee. She may request the organisation of joint
Committee meetings. A meeting of the Governance and
Social Responsibility Committee and the Audit Committee
was held on the preparation of the sustainability report
in the last quarter of 2024 (see below). The Chair of the
Governance Committee was invited to attend Strategy
Committee meetings.
Work of the Governance and Social Responsibility
Committee in 2024
In 2024, the Governance and Social Responsibility Committee
met ten times, including four meetings since 27 March 2024,
the date on which almost all its members were replaced
following the change of control of the Company resulting
from the completion of the financial restructuring. with an
attendance rate of 100%. Since 27 March 2024, the meetings
have lasted an average of 2 hours and 30 minutes.
The Chairman of the Board of Directors attended two of the
four meetings.
The Committee’s work mainly focused on reviewing the
following matters:
Governance responsibilities
• Updates to the Board's Internal Rules, definition of the
duties and Charter of the Strategy Committee, updates
to the charters of the Board Committees; in particular
with regard to restrictions on the powers of Management,
additions to the internal rules to establish a legal framework
for the transmission of information communicated to
members of the Board of Directors.
• Draft resolutions and explanatory statement submitted to
the Annual General Meeting of 11 June 2024 falling within
its remit.
• Induction and training programmes for the Board
of Directors and the Director representing employees.
• Organisation of the process for assessing the Board’s
practices and procedures in 2024.
• Annual review of the Company's compliance with the
Afep-Medef Code, the 2024 report of the High Committee
on Corporate Governance (Haut Comité de gouvernement
d'entreprise) and the 2024 report of the French securities
regulator (Autorité des marchés financiers – AMF) on
corporate governance and executive compensation.
• Renewal of the specific annual authorisations granted to
the Chief Executive Officer regarding sureties, collateral
and guarantees.
Corporate social responsibility (CSR) responsibilities
• Together with the Appointments and Compensation
Committee: examination of the quantitative CSR performance
criteria, including the quantitative targets for increasing
the number of women in management and the quantitative
climate objectives selected for the Chief Executive Officer's
variable compensation in 2024.
• Successive progress reports on the implementation of
the CSRD; in particular, review of the methodology and
results of the double materiality analysis presented
by the CSR Director and presentation by the Statutory
Auditor responsible for auditing the sustainability report,
of their engagement, the work carried out, the actions for
2025 and the risk assessment approach during a joint
meeting with the members of the Audit Committee.
• Definition of the content of the CSR training for Board
members implemented in 2024.
• Updates on the Green Taxonomy and the regulation on
imported deforestation.
• Half-yearly updates on the anti-corruption system and the
implementation of measures and procedures to prevent and
detect bribery and corruption as required by the Sapin II
Law; Information on the reorganisation of the Compliance
department.
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• CSR objectives for 2028 and/or 2030 in terms of climate,
societal responsibility and responsible product offering
(levers of the Renouveau 2028 plan).
• Gender equality policy and progress towards meeting the
target proportion of women in executive management
positions, as well as action plans.
The Committee Chair reported to the Board of Directors
and to the other Committees, where appropriate, on the work
of the Governance and Social Responsibility Committee and
submitted its recommendations for the Board's deliberations.
Depending on the items on the agenda, the Communications,
Public Affairs and CSR Director, the CSR Director, the Legal
Counsel, the Chief Financial Officer and the Group Chief
Accountant attended Committee meetings. The Secretary
of the Board, who is also Secretary of the Committee, attends
Committee meetings.
The Governance and Social Responsibility Committee used
independent research and benchmarking surveys, carried
out by specialist firms, to assist it in some of its duties.
Prior to the date of the financial restructuring, the main items
on the agenda of the Governance and Social Responsibility
Committee focused on the corporate governance report,
the Non-Financial Statement (NFS) and the implementation
of the duty of care plan included in the 2023 Universal
Registration Document, the implementation of the General
Data Protection Regulation and the challenges for 2024,
as well as the updates to be made to the Insider Trading
Policy. The Committee reported to the Audit Committee on
its work and opinions regarding the review of non-financial
risks, the 2023 Non‑Financial Statement and its monitoring
of the implementation of the anti-corruption system put in
place in accordance with the Sapin II law, as well as GDPR
compliance and the duty of care plan. In the first quarter
of 2024, the Committee acknowledged the completion of
its specific role in connection with the safeguard proceedings
for the parent company following the completion of the financial
restructuring on 27 March 2024. Please refer to section 5.5.6
“Specific governance framework entrusted to the Governance
and Social Responsibility Committee as part of the safeguard
proceedings for the parent company” in Chapter 5 of the 2023
Universal Registration Document.
The Committee reported to the Board of Directors on the work
carried out at each of its meetings and submitted its opinions
and recommendations.
5.2.2.4
Assessment of the Board of Directors’ operations
The Afep-Medef Code recommends that the Board of
Directors debate its operation once a year, that a formal
evaluation be conducted at least every three years, and that
shareholders be informed each year in the report on corporate
governance of the evaluations carried out and, if applicable,
of any steps taken as a result.
The Board’s Internal Rules therefore provide for an annual
review and regular performance evaluations of the Board
of Directors by the Governance and Social Responsibility
Committee, assisted by an independent consultant if it
so wishes.
On the recommendation of the Governance and Social
Responsibility Committee, an assessment of the Board's
practices and procedures in 2024 following the re-election
of almost all the Board members and the change in the
governance structure on 27 March 2024 was conducted,
based on a questionnaire sent to all members, supplemented
by individual meetings with the Chairman of the Board of
Directors for the Directors who requested them, to discuss
their contribution to the work of the Board and its Committees.
The summary of the assessments collected was finalised
during the executive session on 27 January 2025. It was analysed
by the Governance and Social Responsibility Committee
and submitted to the Board of Directors.
The main conclusions of this assessment are as follows:
Overall assessment
The Chairman of the Board thanked the Directors for their
commitment to the new Board of Directors and the various
Committees. The Board of Directors, which was re-elected
in March 2024, was highly engaged in working with
Management to define the new strategic directions and
support their implementation. This explains the significant
number of meetings held by the Board and its Committees.
The assessments highlight a separated governance structure
deemed appropriate, the quality of interactions with
Management, the free expression of opinions, and a Board
organisation and operation that align with governance
principles, under the direction and leadership of the Chairman,
whose role is considered highly satisfactory.
The Directors have a positive assessment of their induction
process and wish to strengthen their knowledge of the
management teams by increasing their participation in Board
meetings dedicated to monitoring the strategic plan
and budget.
The allocation of responsibilities among the Committees is
deemed appropriate, and the Committees’ work and their
reports to the Board are considered satisfactory.
Main suggestions/areas for improvement
The members primarily recommend dedicating even more
time in the Board to strategic directions, the analysis of key
issues, including CSR matters, and the monitoring of the
business plan and key operational and financial indicators.
Holding Board meetings on-site, closer to employees and
customers, is expected to provide Board members with a
360-degree view of the Company. The annual strategic
seminar could be extended to two days (one day in 2024)
in response to the initial observation.
It is requested that all documents be communicated with
more advance notice, and that an executive summary be
provided for the most detailed presentations.
As part of the ongoing training programme, requests have been
made for sessions on artificial intelligence, cyber risk, regulatory
developments in CSR and a dedicated focus on climate.
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5.2.2.5
Rules of Conduct – Conflicts of Interest – Protection of Minority Shareholders
Rules of Conduct – Internal Rules
Rules of conduct, rights and duties
The Board of Directors’ Internal Rules and, in particular,
Section VI, set out the rules of conduct applicable to Board
members and the rights and duties of Directors and Non-
Voting Directors. The rules state that each Board member
must perform his or her duties in compliance with the rules
of independence, business ethics, loyalty, and integrity.
It notably includes the duty of the Directors to request
information, their obligation to protect the Company’s
interests, avoid and manage conflicts of interest, attend
meetings and keep information confidential, and contains
rules relating to equity interests held by Directors elected
by the Annual General Meeting. The measures associated
with the prevention of insider trading are also compiled in
the Insider Trading Policy adopted in 2017, which is reviewed
annually and was most recently updated in February 2025,
and to which the Board of Directors’ Internal Rules
expressly refer (see below). The Ethics Charter and the Code
of Ethics and Business Conduct for the Group’s affairs that
define and illustrate the values of ethics and integrity of the
Group are the reference documents intended for all
employees as well as the executives and Directors of the
Group. These documents may be viewed on the Company’s
website (https://www.groupe-casino.fr/en/ethics-compliance/).
Section VI of the Internal Rules states that before agreeing
to undertake the position, each Director must read the legal
and regulatory provisions associated with his or her position,
the applicable codes and sound governance practices, as
well as any provisions specific to the Company contained in
the Articles of Association and the Internal Rules.
Directors must request the information they deem necessary
for the successful performance of their responsibilities.
To this end, they must ask the Chair, where appropriate and
in a timely manner, for the information they need to make
useful contributions to the discussions of items on Board
meeting agendas.
Prevention of conflicts of interest
With respect to the rules applicable to the prevention and
management of conflicts of interest, Directors who represent
the interests of all shareholders have a duty to disclose any
conflicts of interest they may have to the other Board
members. Section VI of the Internal Rules states as follows:
• each member of the Board of Directors must alert the Board
regarding any actual or potential conflict of interest in
which he or she might be directly or indirectly involved.
In this case, he or she must abstain from voting on the
matters in question;
• each member of the Board of Directors must consult with
the Chair prior to undertaking any assignment or accepting
any function or duties that could, even potentially, result
in a conflict of interest for the Director in question. The Chair
can consult with the Governance and Social Responsibility
Committee or the Board of Directors regarding such matters.
As part of its duties, the Governance and Social Responsibility
Committee may examine any exceptional issue that may give
rise to a conflict of interest within the Board of Directors
and give an opinion or make a recommendation on the matter.
The Audit Committee is also responsible for the prior review
of agreements between related parties (see below).
No difficulties have arisen or have been brought to the
attention of the Chairman of the Board of Directors or any
Board Committee regarding potential conflicts of interest
or risks thereof since 27 March 2024.
Conflicts of interest – Protection
of minority shareholders
Potential conflicts of interest in governing bodies
To the Company's knowledge, there are no service contracts
associating the members of the Board of Directors of the
Company to the Company or any of its subsidiaries the terms
of which would qualify as a grant of special benefits.
Branislav Miškovič, Director, Martin Plavec and Thomas Piquemal,
Non-Voting Directors, are members of the administrative,
management and/or supervisory bodies of companies making
up the shareholders of France Retail Holdings S.à.r.l. ("FRH"),
the Company's controlling shareholder, or companies related
to them (see list of their positions in section 5.2.1.7) and
accordingly receive compensation.
To the Company’s knowledge, there are no other potential
conflicts of interest between the duties performed by
the members of the Board of Directors for the Company
and their private interests or other obligations. There are no
arrangements or agreements with shareholders, customers,
suppliers or other parties by virtue of which a member of
the Board of Directors has been appointed as a Director,
except for the shareholders' agreement in force between
the shareholders of FRH, the provisions of which are presented
in Chapter 6 of the 2024 Universal Registration Document.
The significant proportion of independent Directors on the
Board, the responsibilities assigned to the Audit Committee,
in particular through the prior review of agreements between
related parties, and the Governance and Social Responsibility
Committee, made up entirely of independent Directors, help
prevent conflicts of interest and ensure that all interests are
taken into account.
In addition, to the best of the Company’s knowledge, no
family ties exist between members of the Company’s Board
of Directors.
No loans or guarantees have been made or granted by the
Company to members of the Company’s Board of Directors
who are natural persons.
Prior review of agreements between related parties
by the Audit Committee
Charter on the review of agreements between related parties
Casino pays close attention to agreements between the
Company or its wholly owned subsidiaries and other companies
in Casino Group, the Group’s controlling companies and
their subsidiaries, as well as companies accounted for by
the equity method, referred to as “related parties”.
In this regard, in order to prevent conflicts of interest and
protect minority shareholders within the Group, the Board
of Directors in 2015 instituted a procedure for the systematic
review of related-party agreements by the Audit Committee.
The charter established for this purpose covers a significantly
broader scope than that of related-party agreements.
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The only procedure for the prior authorisation of related‑party
agreements, as provided for in the French Commercial Code
(regulated agreements), which consists of prior authorisation
from the Board of Directors, the preparation of a Statutory
Auditors’ special report, and approval at the Annual General
Meeting, is intended to apply mainly to agreements to which
Casino is a direct party. It does not cover routine agreements
entered into under arm’s length conditions, which represent
the vast majority of intra-group agreements.
The Board therefore introduced a prior review procedure
for the Audit Committee to examine all agreements before
they are submitted for information or approval to the Board
of Directors, between (i) the Company or its wholly owned
subsidiaries and (ii) other Group companies as well as
controlling companies and companies accounted for by the
equity method in the Group’s consolidated financial
statements where the transaction amount with the same
related party during the same financial year, either
individually or in total, is greater than €10 million per
transaction and, above the €10 million aggregate threshold,
transactions for which the total amount is €1 million.
The Audit Committee is required to express an opinion as to
whether the terms of such contracts fairly balance the interests
of both parties. The procedure does not apply to agreements
between the Company and its wholly owned subsidiaries,
or among wholly owned subsidiaries themselves, on the
one hand, or a related party, on the other, that concern
(i) routine transactions carried out in the normal course of
business, (ii) tax consolidation agreements, provided they
do not place one of the parties in a less favourable position
than if it had elected to be taxed on a stand-alone basis, or
(iii) the issue of a guarantee or a payment for a guarantee,
unless it is not consistent with the Group’s normal practices
in this regard.
Moreover, related-party agreements (regulated agreements
as per French law) entered into by the Company are subject
to this procedure regardless of their amount. At the request
of Management, any agreement not falling within the scope
of the procedure may also nevertheless be submitted for
review to the Audit Committee owing to its characteristics.
At the request of the Chairman of the Board of Directors,
the Chief Executive Officer, or the Chair of the Audit Committee,
the Board of Directors may also decide to entrust the prior
review of an agreement with a specific related party to an
Ad Hoc Committee due to the nature or significance of the
planned transaction.
As part of the implementation of this procedure, the Audit
Committee receives expert opinions on compliance with
the corporate interest, the process implemented and the
financial balance of the agreement, enabling it to form an
opinion with full information.
A specific charter describing the procedure’s organisation
and operation was drawn up and approved by the Board
of Directors based on the recommendation of the Audit
Committee. The Board of Directors’ Internal Rules also
include provisions relating to the principle of a prior review
of agreements between related parties by the Audit
Committee, of which at least two-thirds of members are
Independent Directors. Pursuant to these rules, each year,
Management also presents a report to the Audit Committee
on all related-party agreements entered into during
the year and on all transactions qualifying for the above-
mentioned exceptions to the related-parties procedure.
Implementation of the procedure in 2024
As part of this process, in 2024, the Audit Committee was
asked to conduct a prior review of the amendments to the
agreement between Casino Finance, the Group's cash pool,
and Cnova N.V., a 98.8% owned Casino subsidiary, specifically
aimed at extending and increasing financing levels.
The Committee unanimously issued a favourable opinion
on these amendments.
No related-party agreements were referred to it.
In addition, the Board of Directors reviewed electricity supply
offers negotiated as part of a tender process for the Group's
subsidiaries to sign electricity supply contracts for 2025.
It issued a favourable opinion on the selection of the two
most competitive suppliers, including GazelEnergie, a related
party to EP Group.
Regular review by the Audit Committee
of agreements relating to routine transactions
and entered into by the Company on arm’s
length terms pursuant to Article L. 22‑10-12
of the French Commercial Code
Arm’s length agreement identification
and review procedure
Further to changes in the legal provisions governing related-
party agreements pursuant to the Pacte Law of 22 May 2019
provided in Article L. 22-10-12 (formerly Article L. 225-39) of
the French Commercial Code, instituted by Order 2020-1142
of 16 September 2020, at its meeting of 12 December 2019
the Board of Directors, on the unanimous recommendation
of the Governance and Social Responsibility Committee,
tasked the Audit Committee with regularly reviewing the “arm’s
length” agreements entered into by the Company, and also
approved, on the Audit Committee’s recommendation,
the terms of the dedicated charter on identifying and
reviewing arm’s length agreements. This charter sets out
the methodology to be used to classify agreements into
arm’s length and related-party agreements referred to in
Article L. 225-38 of the French Commercial Code. It is available
on the Company's website: https://www.groupe-casino.fr/
en/group/governance/documentation-and-information/.
Each year, the Audit Committee reviews the report on arm’s
length agreements entered into during the year or which
continued to apply during the year, and the analysis of
those agreements. The list of arm’s length agreements is
accompanied by any supporting documentation or reports
prepared by a third-party expert in financial, legal, real estate
or other fields, enabling the Audit Committee to review
those agreements classified as at arm’s length and to report
thereon to the Board of Directors. The Audit Committee may
ask for additional information from Management. The Audit
Committee may, if it deems necessary, propose that
an agreement initially considered to be an arm’s length
agreement be reclassified as a related-party agreement.
Should the Board agree on the need for such a change,
the rectification procedure referred to in Article L. 225-42,
paragraph 3 of the French Commercial Code is implemented.
The Audit Committee may also propose that an agreement
initially considered as a related-party agreement be reclassified
as an arm’s length agreement, if it deems appropriate.
In that case, the Board of Directors discloses the change
in its management report in order to inform the Company’s
shareholders.
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Any member of the Audit Committee or the Board of Directors
who is directly or indirectly involved in an arm’s length
agreement may not take part in its review.
Furthermore, each year, based on the arm’s length agreement
report, the Audit Committee also determines whether
the procedure for identifying and reviewing arm’s length
agreements as defined in the procedure remains appropriate
for the Company’s needs and proposes any necessary changes
to the Board of Directors.
Implementation of the procedure in 2024
Until 27 March 2024, the date of completion of the financial
restructuring and change of control of the Group, the parent
companies of the Company were Rallye, Foncière Euris,
Finatis and Euris. At its meeting on 9 February 2024,
the Audit Committee examined the annual report on all
routine agreements entered into or implemented in 2023.
In particular, it examined the services provided by Euris in 2023
under the strategic advisory agreement signed between
the Company and Euris. It acknowledged the termination
of this agreement (on 27 March 2024).
Since the financial restructuring resulting in the change of
control of the Company, the Company's parent entities
have primarily been France Retail Holdings S.à.r.l., EP Equity
Investment S.à.r.l. and EP Investment S.à.r.l.
Following the completion of the financial restructuring, the
Company and EP Equity Investment S.à.r.l. ("EPEI") entered
into an agreement on 3 May 2024 (the "Agreement") related
to the payment or reimbursement by the Company
of reasonable fees, costs and expenses incurred by EPEI, the
members of the Consortium or SPV (Fance Retail Holdings
S.à.r.l.), as part of the Group's financial restructuring. In line
with the reimbursement of costs incurred by creditors
in connection with the Group's financial restructuring and
the Agreement, the Company reimbursed €22 million
in similar costs incurred by France Retail Holdings during
first-half 2024.
The total amount of reasonable legal and financial advisory
fees borne by the Company in connection with the financial
restructuring amounted to approximately €160 million.
Regarding the agreement between the Company and
EPEI, a company controlling France Retail Holdings S.à.r.l.,
which holds more than 10% of the Company's voting rights,
the classification as a related-party agreement or a routine
agreement under Articles L. 225-38 et seq. of the French
Commercial Code relating to related-party agreements,
was examined.
The Audit Committee, consulted under the procedure for
determining and reviewing routine agreements as defined
in Article L. 225-39 of the French Commercial Code, was called
upon to issue its opinion and, based on legal advice, confirmed
the classification of this expense coverage agreement as a
routine agreement under Article L. 225-39 of the French
Commercial Code, as well as the procedure for determining
and reviewing the Company's routine agreements.
The Committee members related to EPEI did not participate
in the review of this agreement.
In particular, the following factors were taken into account
in concluding that the Agreement relates to routine
transactions entered into on arm’s length terms.
The Agreement in Principle on the financial restructuring signed
on 27 July 2023 with EPGC, Fimalac and Trinity Investments
Designated Activity Company, whose management company
is Attestor (the "Consortium"), and the main secured creditors,
in principle provided for the Company’s coverage of the
expenses of all the parties to the financial restructuring,
a principle reiterated in the Lock-up Agreement relating to
the Group’s financial restructuring signed on 5 October 2023
with EP Equity Investment, Fimalac and Attestor (the
"Consortium"), and the main secured creditors, as well as in
the Accelerated Safeguard Plan approved on 11 January 2024
by the class of shareholders (to which the Agreement in
Principle is appended) and by the Paris Commercial Court
on 26 February 2024.
It is common practice on the Paris market for the issuer
to cover the advisory fees and expenses of the parties
in financial restructuring. Moreover, covering advisory fees
and expenses is a standard practice for the Company
consistent with its past financing transactions. The Company's
commitment under the Agreement covers the payment of
reasonable fees, costs and expenses.
The Committee also heard the opinion of the Statutory
Auditors.
Convictions
To the best of the Company’s knowledge, no member of
the Board of Directors has during the last five years:
• been convicted of fraud or of a crime and/or incurred
an official public sanction or sentence imposed by a legal
or regulatory authority;
• been involved in an insolvency, a receivership or a liquidation
in his or her capacity as a member of a management body;
• been disqualified by a court from acting as a member of an
administrative, management, or supervisory body of an issuer
or from acting in a managerial capacity or being involved
in the conduct of the business or affairs of any issuer.
Restrictions accepted by members of the Board
of Directors relating to the sale of their shares
Pursuant to the terms of the Company’s Articles of Association,
each Director must own at least 100 Company shares.
In addition, the Internal Rules state that each Director
elected at an Annual General Meeting, also undertakes
to hold a number of Company shares the amount of which
corresponding to at least €8,500. The Internal Rules, amended
in 2024, specify that (i) the calculation is based on the
Company’s weighted average share price for the previous
financial year and (ii) each Director has a period of two years
from the date of his or her election or re‑election by the Annual
General Meeting to adjust his or her shareholding to this
minimum level.
Subject to the foregoing, to the Company’s knowledge, there
are no restrictions on members of the Board of Directors
relating to the sale of their equity interests in the Company
other than the obligations adopted by the Group pursuant
to the Insider Trading Policy or, generally, to any applicable
law or regulations regarding requirements to abstain from
carrying out transactions involving Company securities in
connection with the prevention of insider trading.
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The Board of Directors
Duty of confidentiality
Directors, and any other persons attending the Board of
Directors’ meetings, are subject to a general confidentiality
requirement with regard to the deliberations of both the
Board and its Committees. Non-public information shared
with a member of the Board of Directors in the context
of his or her duties is shared on a strictly personal basis.
He or she must personally protect the confidentiality of such
information and must not disclose it under any circumstances.
This requirement also applies to representatives of legal entities
serving on the Board, as well as to Non-Voting Directors.
The Internal Rules were amended in 2024 in order to establish
the legal framework authorising the exchange of information
between the permanent representative and the legal entity
Director he or she represents, or between a Board member
and the legal entity shareholder that proposed his or her
appointment.
The permanent representative of a Director or Non-Voting
Director which is a legal entity or a Director or Non-Voting
Director who is (i) an executive or legal representative of a
legal entity shareholder, or (ii) who has close links with a
legal entity shareholder (such as an employment contract)
disclosed at the time of his appointment, as a Director or a
Non-Voting Director, documents or non-public information
(which may, where applicable, constitute inside information
regarding the Company) communicated or made available
to him by or on behalf of the Company in the context of the
said mandate (including any information provided by
managers, employees or other representatives of the
Company at the request of the Director or Non-Voting
Director in accordance with these internal regulations) to
the manager(s), corporate officer(s), or employee(s) of this
legal entity shareholder or its group, in charge of
monitoring and managing the investment in the Company
(including the management team in case an investment
fund is a direct or indirect shareholder) and their advisors
(subject, in the case of external service providers other than
legal advisors, to giving prior notice to the Company), it
being specified, however, that:
• such communication shall only be made for the purposes
of
the
proper
performance
of
such
Director's
or
Non‑Voting Director's duties within the Company and in
the Company’s interest (it being specified that the
Director or Non-Voting Director concerned must refrain
from making any communication if he identifies an
existing or potential conflict of interest between the
Company and a person or entity who may be the
recipient of the information);
• such communication must be limited, in terms of both
content and number of recipients, to what is strictly
necessary for this purpose, in compliance with the
applicable regulations and these Internal Rules and in the
Company’s interest;
• the
Director
or
Non-Voting
Director
may
only
communicate the information to persons or entities
authorised in application of the foreoing after ensuring
that such persons or entities (a) respect the strict
confidentiality of the information transmitted (in particular
by signing confidentiality undertakings and monitoring
the identity of persons having access to such information,
which they must make available to the Company prior to
any communication of this information to these persons),
(b) comply with the provisions of these Internal Rules
and,
where
applicable,
the
rules
governing
the
communication and use of insider information, and,
(c) have taken all necessary measures to ensure that their
representatives and advisors comply with the foregoing
provisions.
Prevention of insider trading
The Internal Rules specify that every member of the Board
of Directors undertakes to comply with the provisions of the
Insider Trading Policy he or she received, relative to securities
transactions and to preventing the use of inside information,
and with any applicable legal or regulatory provision.
The Insider Trading Policy adopted in 2017 is regularly updated.
This Insider Trading Policy includes, in particular, a description
of (i) the applicable legal and regulatory provisions, (ii) the
definition of inside information, (iii) the measures taken by
the Company to prevent insider trading, (iv) the obligations
of persons with access to this inside information, and (v) the
applicable penalties.
The Policy applies to members of the Board of Directors
(including Non-Voting Directors), executives and other persons
in similar roles, as well as, more generally, to employees who
may have access to sensitive or inside information.
It is sent to all such persons, who attest that they have read
it and agree to comply with it.
The Policy provides for the creation of an Insider Trading
Committee responsible, among other things, for answering
any questions relating to the application of the Insider
Trading Policy and management of lists of insiders and
delayed disclosure of inside information.
The Insider Trading Policy, like the Board of Directors’ Internal
Rules, prohibits the above-mentioned persons from trading
in the Company’s securities or financial instruments:
• during the 30 calendar days preceding the publication by
the Company of a press release announcing its annual
and interim financial results, including the date of said
publication;
• during the 15 calendar days preceding the publication by
the Company of a press release announcing its quarterly
financial results, including the date of said publication;
• from and after the date of exposure to inside information
to the date on which said information is no longer considered
inside information, in particular after it is made public.
The start of each blackout period coincides with the sending
of an email informing the persons affected by the prohibition,
to which is attached a calendar of the blackout periods and
a reminder of the obligations stipulated in the Insider
Trading Policy.
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The Board of Directors
The Policy contains rules relating to the compilation of lists
of insiders and includes information about the declarations
that must be made by the persons defined as persons
having managerial and executive responsibilities and persons
having close personal ties to such persons when they
engage in transactions involving the Company’s securities.
A document containing a reminder of the insider trading
rules, aimed at ensuring the Insider Trading Policy is properly
understood and respected, is sent by the Insider Trading
Committee to employees who are required to respect
blackout periods.
The Policy is available on the Company’s website (last
updated in February 2025).
Attendance at Board and Committee Meetings
and holding multiple directorships
The Board of Directors’ Internal Rules states that Directors
must devote the necessary time and attention to their
responsibilities. They must make every effort to attend Board
of Directors’ meetings and Annual General Meetings, as well
as meetings of the Committees on which they serve.
The Company’s methods for determining and allocating
compensation
comply
with
the
Afep-Medef
Code
recommendations, which notably stipulate that Directors’
attendance should account for a significant weight of the
variable fee and its distribution.
Checks are performed to ensure that no Director eligible for
re-election at an Annual General Meeting holds multiple
directorships. The Board of Directors’ Internal Rules state
that, in addition to these legal rules, Directors are required
to comply with the following recommendations of the
Afep-Medef Code:
• a Director also holding an executive office should not hold
more than two other directorships in listed corporations,
including foreign companies, not affiliated with his or her
group. He or she must also seek the Board’s opinion
before accepting a new directorship in a listed company
not affiliated with the Group;
• a Director should not hold more than four other directorships
in listed companies not affiliated with the Group, including
foreign companies; this recommendation applies at the
time of election as Director or subsequent re-election.
Each Director must disclose to the Company any and all
offices he/she holds in other French or foreign companies.
He/she informs the Company as soon as possible regarding
any new office or professional function he/she accepts.
The table below illustrates the active engagement of the
members of the Board of Directors and its Committees
in 2024 since 27 March 2024. Numerous exceptional meetings
were called. Some members were unable to attend all the
meetings or those for which the originally scheduled dates
had to be changed.
2024
Strategy
Committee
(11 meetings)
Board of
Directors
(16 meetings)
Audit
Committee
(7 meetings)
Appointments
and
Compensation
Committee
(5 meetings)
Governance
and Social
Responsibility
Committee
(4 meetings)
Laurent Pietraszewski
_
100%
_
_
_
Philippe Palazzi
100%
100%
_
_
_
Nathalie Andrieux
_
88%
100%
100%
100%
Pascal Clouzard
100%
88%
100%
_
_
Naliny Kerner(1)
_
92%
_
_
_
Branislav Miškovič
100%
94%
86%
80%
_
Athina Onassis
_
94%
_
_
100%
Elizabeth Sandager
_
94%
_
100%
100%
Thomas Doerane(2), Non-Voting Director
100%
83%
_
_
_
Thomas Piquemal, Non-Voting Director
100%
100%
_
_
_
Martin Plavec, Non-Voting Director
100%
100%
86%
_
_
(1)
Director representing employees appointed on 31 May 2024.
(2)
Start date: 15 May 2024.
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Management
5.3
MANAGEMENT
5.3.1
The Chief Executive Officer
5.3.1.1
Separation of the roles of Chairman and Chief Executive Officer
In accordance with the governance principles set out in the
Accelerated Safeguard Plan approved by the Paris Commercial
Court on 26 February 2024, the Board of Directors’ meeting
on 27 March 2024 decided to separate the roles of Chairman
and Chief Executive Officer, and appointed Philippe Palazzi
as Chief Executive Officer and Laurent Pietraszewski as
Chairman of the Board of Directors of the Company.
Philippe Palazzi is responsible for the operational management
and implementation of the Company's strategy, assisted by
an Executive Committee comprising the Group's main
operational and functional managers. The Chief Executive
Officer has no employment contract.
Laurent Pietraszewski assumes the responsibilities of Chairman
of the Board of Directors and is responsible for overseeing
the work of the Board, which defines the Company's strategy
and supervises its implementation by the Chief Executive
Officer, in the interests of all stakeholders.
This new governance structure aims to promote more efficient,
transparent and balanced decision-making. It encourages
consultation and dialogue between the Company's various
bodies, while preserving the independence and integrity of
each of them.
It strengthens governance and ensures a balance of power
between the Board of Directors and the Chief Executive
Officer, enabling the Chairman of the Board of Directors
and the Chief Executive Officer to focus on responsibilities
specific to their respective roles. In line with its commitment
to enhanced corporate governance and informed decision-
making, the Board of Directors includes a high proportion
of Independent Directors with different sectoral expertise,
ensuring that the interests of all stakeholders are accurately
represented.
The term of office of the Chief Executive Officer was set
at three years from 27 March 2024 by the Board of Directors
at its meeting on 9 October 2024.
5.3.1.2
Powers of the Chief Executive Officer
In accordance with legal and regulatory provisions, the Chief
Executive Officer is vested with the most extensive powers
to act in all circumstances on behalf of the Company.
He exercises his powers within the scope of the corporate
purpose, subject to powers expressly vested by law in Annual
General Meetings and the Board of Directors; he represents
the Company in its dealings with third parties. Pursuant to
Article 21 of the Articles of Association, the Board may
restrict the powers of the Chief Executive Officer; however,
any such restriction shall not be binding on third parties.
5.3.1.3
Restrictions on the Chief Executive Officer’s powers
Pursuant to Article 21 of the Articles of Association, the Board
of Directors' Internal Rules, updated on 27 March 2024 and
most recently, on 18 December 2024, set out the transactions
that require the Board's authorisation prior to their
implementation.
The “Reserved Matters” are related firstly to (1) corporate
and legal decisions, and secondly to (2) business and commercial
decisions. Their implementation requires the prior authorisation
of the Board of Directors, where appropriate, after consultation
with the relevant Specialised Committee of the Board in light
of the duties entrusted to it.
In each case, excluding operations and/or transactions, the
specific terms of which have been clearly and explicitly detailed,
quantified and authorised in the Group's current business
plan or current annual budget (previously approved by
the Board of Directors and as amended, where applicable,
by the Board of Directors).
1.
Corporate and legal decisions
(a) Delisting of Casino;
(b) Approval, implementation or modification of any material
reorganisation;
(c) Any merger, demerger spin-off, contribution or any
transaction of similar effect with respec to to any Group
company;
(d) Any repurchase or cancellation of own shares by a Group
company;
(e) Any capital increase or issue of equity securities or
securities granting access, whether immediately or in the
future, to the share capital of any Group company, in each
case to the benefit of a third party;
(f)
Any proposal of material changes to the Articles of
Association of any Group company;
(g) Any proposal or payment concerning any dividend, or
any other distribution;
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Management
(h) Decision to initiate or to implement any insolvency,
procedure, dissolution, cessation of business, winding-up
or liquidation with respect to any Group company;
(i)
Decision to approve the Company's financial statements
and the Group's consolidated financial statements;
(j)
Any transaction with related parties as defined under
Articles L. 225-38 of the French Commercial Code, except
for transactions referred to under Article L. 225‑39 of
the French Commercial Code;
(k) Any proposal for the appointment, renewal or dismissal
of the Company's Statutory Auditors;
(l)
Any amendment to the Internal Rules of the Board of
Directors or any amendment to the charters of the
Specialised Committees;
(m) Disclosure policy in compliance with applicable laws
and regulations on market disclosure requirements.
2.
Business and commercial decisions
(a) Approval and significant amendment of the Group's
annual budget (as well as the individual budgets of the
main operating units – Monoprix, Franprix, CNova,
Convenience), which will be reviewed as part of the
Group's budgetary process, financing policy and
medium-term business plan;
(b) Disposal or acquisition of a substantial part of the
business, significant shareholdings or strategic assets
(enterprise value or including debts relating to the
entity or business sold or acquired) with a value
exceeding €250 million;
(c) Any decision to participate in any project or to enter
into, modify or terminate any agreement representing
a cost to the Company or a volume of sales for an
annual amount exceeding €100 million;
(d) Any capital expenditure (i) in excess of €100 million
individually, or (ii) in excess of €250 million in aggregate
in any given financial year;
(e) Entering into, amendment or termination of any
shareholders' agreement, partnership agreement (other
than in the ordinary course of business) or joint venture
agreement giving rise to a commitment by any Group
company (including any potential commitment), for the
term of such agreement, for a total amount in excess of
€250 million;
(f)
Any borrowing or other financial indebtedness (other
than drawings under the existing RCF) where the Group
company concerned is acting as debtor, excluding (x)
borrowing or other financial indebtedness for which
prior authorisation has been granted by the Board of
Directors (y) borrowing or other financial indebtedness
up to a cumulative amount of €250 million in any given
financial year and (z) for the avoidance of doubt,
operational financing in the ordinary course of business
(factoring, supplier financing, etc.);
(g) Any borrowing or other financial indebtedness for an
annual amount not exceeding €100 million or more
where the Group company concerned is acting as
creditor, excluding, for the avoidance of doubt, financial
indebtedness in the ordinary course of business;
(h) Any decision that may constitute an event of default
in respect of any agreement relating to financial
indebtedness
where
the
amount
of
financial
indebtedness at stake exceeds €100 million;
(i)
Any decision to grant a security, a surety, an
endorsement, a pledge, or, more generally, a guarantee,
with a value equal to or greater than €150 million,
granted by a Group company in order to meet its debts
or secure other debts in favour of of third parties, excluding
sureties, endorsements and guarantees in the name
of the Company on behalf of third parties falling within
the
scope
of
the
annual
authorisation
granted
by the Board of Directors to the Chief Executive Officer;
(j)
Entering into an agreement with any consultant,
advisor or similar service provider if the total compensation
exceeds €10 million in a given financial year;
(k) Initiation (as claimant) or settlement by a Group company
of litigation or arbitration proceedings for an amount
in excess of €50 million;
(l)
Any establishment of activities in a new jurisdiction or any
start-up of a new activity involving expenditure in excess
of €250 million;
(m) Any transaction which is not a current transaction for
the Company entered into under ordinary conditions;
(n) Any transaction other than those referred to in paragraphs
(b) to (m) above and with a value in excess of €100 million;
(o) Policy for composition of the Casino Executive Committee;
(p) Allocation or modification of any stock option plan
or free share allocation plan of any Group company
(or any other similar instrument or incentive plan) for
the benefit of executive corporate officers, members of
executive or management committees and/or employees
of any Group company or certain categories of employees
(within the limits, where applicable, of the authorisations
granted to the Board of Directors by the general
meeting of shareholders).
The Chief Executive Officer may grant liens or security interests,
collateral, or guarantees to third parties in the Company’s
name, subject to a maximum annual limit of €500 million
and a maximum limit per commitment of €150 million.
This authorisation was renewed for 2025 by the Board of
Directors at its meeting on 18 December 2024.
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Management
5.3.2
Executive Committee as of 3 March 2025
Management is supported by an Executive Committee
responsible for overseeing the Group's operations.
It implements the Group’s strategy as defined by the Board
of Directors and the Chief Executive Officer.
Responsible for strategic thinking, as well as coordinating,
sharing, and monitoring cross-functional projects, including
on societal and environmental matters, it ensures that action
plans implemented by all its subsidiaries and operating
divisions are consistent with one another and, in that respect,
can take any necessary decisions. It monitors the Group’s
results, financial ratios, financial and non-financial performance
indicators, and draws up the Group’s overall business plans.
The Committee meets once a month.
As of 3 March 2025, the Executive Committee comprised
the following twelve members:
• Philippe Palazzi, Chief Executive Office, Chairman
of Monoprix and Naturalia;
• Esther Bitton, Mergers & Acquisitions Director;
• Magali Daubinet-Salen, Chief Executive Officer
of Distribution Casino France;
• Vincent Doumerc, Chief Executive Officer of Franprix;
• Estelle Cherruau, Human Resources Director;
• Angélique Cristofari, Chief Financial Officer;
• Thomas Métivier, Chief Executive Officer of Cdiscount
and Cnova;
• Christophe Piednoël, Communications, Public Affairs
and CSR Director;
• Pauline Glaziou, Merchandise Director and Chairman
of Achats Marchandises Casino;
• Alfred Hawawini, Chief Executive Officer of Monoprix;
• Richard Jolivet, Chief Executive Officer of Naturalia;
• Stéphanie Zolesio, Chair of Casino Immobilier and Head
of Fintech activities.
At 3 March 2025, 50% of the Group Executive Committee
members were women.
Gabriel Deldicque, Chief Transformation Officer, serves
as the Secretary of the Executive Committee.
5.3.3
Gender balance at senior management level
The Group’s long-standing human resources development
policies, covering such areas as hiring, training, support,
mentoring, career management and cross-functional mobility,
are designed to foster and develop diverse potentials, without
discriminating against potential candidates – women in
particular – in order to prepare succession plans to take
over from senior management when the time comes.
All of the initiatives deployed each year aim notably to
improve, over time, the gender balance on the Business
Units’ management committees and on the Group
Executive Committee.
Concerning gender balance at top management level, the
increase in the number of women in top management
positions in France (corresponding to the top two levels in
the management hierarchy represented by senior managers
and executives) has been included as one of the two CSR
performance criteria in the long-term incentive plans for
the Chairman and Chief Executive Officer and for senior
executives decided by the Board of Directors (three-year LTI
plan). Improved gender balance on the Group Executive
Committee and the Management Committees of the
Business Units in France will help the Group meet
this objective. The Group has set a target of 40% of top
management positions in France being held by women
by the end of 2025, with a minimum of 38.5% (three-year
2023-2025 LTI plan). The action plans were renewed during
2024 with the continuation of the “women-only talent
committees” created in 2020 to identify talented women
capable of taking on greater responsibilities in the short
to medium term and increase the proportion of women in top
management positions more rapidly. Various other initiatives
were launched or stepped up in 2024 (the appointment
of women to top management positions, the creation of talent
pools, training and development plans, training to encourage
women’s career development, irrespective of their socio-
professional background: the “SI ELLES” pathway, targeted
individual support). These action plans helped maintain a
significant proportion of women in top management
positions in 2024.
All of these initiatives and the results obtained are
monitored and discussed annually by the Board of
Directors and its Committees, as part of their review of the
gender equality policy and the Group’s succession plans.
At 31 December 2024, the proportion of women in top
management positions was 42.6% (39% at 31 December
2023 and 35.3% at 31 December 2022). This is above the
target that was set by the Board of Directors in the 2022-
2024 LTI three-year plan, namely that 38% of the Group’s
top management posts should be held by women by
31 December 2024.
At 31 December 2024, six of the 11 members of the Group
Executive Committee were women, i.e., 54.5%, versus 33.3%
(5/15) at 31 December 2023. Within the management group
represented by the Group Executive Committee and the
Management Committees of the Business Units in France,
the proportion of women was 40% at 31 December 2024
versus 37.8% at 31 December 2023.
These indicators provide a basis for assessing the results of
efforts to increase the proportion of women holding senior
management positions in France as of 31 December 2024.
The management teams are actively pursuing existing
programmes and implementing new action plans aimed at
increasing the proportion of women in the Group’s talent
pools, which represent an essential stepping stone towards
improved gender balance at senior management level.
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Compensation of corporate officers
5.4
COMPENSATION OF CORPORATE OFFICERS
5.4.1
2025 compensation policies for corporate officers as provided
for in Article L. 22-10-8 of the French Commercial Code
The 2025 compensation policies for the Chairman of the Board of Directors, the Chief Executive Officer and the non-executive
Directors were approved by the Board of Directors at its meeting on 27 February 2025, following the recommendations of
the Appointments and Compensation Committee. The policies will be submitted to shareholder approval at the Annual
General Meeting on 30 April 2025.
5.4.1.1
General principles
The Board of Directors uses the recommendations of the
Afep-Medef Code (December 2022 version) as its reference
to define the principles for setting the compensation of
the Company’s corporate officers. The compensation policies
for corporate officers are decided by the Board of Directors
based on the work and recommendations of the Appointments
and Compensation Committee, and submitted to the vote
of the Annual General Meeting.
The Board of Directors ensures that the compensation
policies are consistent with the company's corporate interest.
It ensures that they contribute to its strategy and viability.
In determining the compensation of executive corporate
officers, the Board of Directors adopts a comprehensive
approach, reviewing all components of the compensation
of the individuals concerned. It also ensures that the rules it
adopts are simple, stable and transparent.
The performance indicators selected for setting the variable
compensation of executive corporate officers must be
ambitious and closely linked to the Group's strategy. They
reflect both its short- and long-term financial and operational
priorities and include both financial and CSR criteria, with
performance assessed annually and/or over several years.
The Board of Directors regularly bases its consideration of
this issue on comparative studies on the compensation of
executives and other corporate officers by external and
internal executive compensation experts, which advise the
Board and Appointments and Compensation Committee
on market practices in this area. These routine compensation
analyses enable, in particular, a comparison between,
on the one hand, the structure of the executive corporate
officer's compensation, its level and how it has evolved,
the weighting assigned to each of the components and the
performance criteria, and, on the other, the practices of
comparable companies.
The Appointments and Compensation Committee takes
into account the compensation and employment conditions
of the Company's employees, who are primarily Group
executives, in the decision-making process for determining
and reviewing the Chief Executive Officer’s fixed and variable
compensation policy. In this process, a fair and balanced
approach is sought between corporate interest, market practices
and expected and actual performance. The quantitative
performance criteria for short-term and long-term variable
compensation are aligned with those applicable to Company
employees eligible for this compensation.
It is specified where necessary (in accordance with
Article R. 22‑10-14-II-3° of the French Commercial Code) that
the 2025 compensation policies (Chairman of the Board,
Chief Executive Officer and members of the Board) do not
include a deferral period or the possibility to request corporate
officers to return variable compensation they have received.
For the management of conflicts of interest, please refer to
section 5.2.2.5 of Chapter 5 of this 2024 Universal Registration
Document. Neither the Chairman of the Board of Directors
nor the Chief Executive Officer participates in the deliberations
or votes on matters related to their compensation.
The compensation policies are intended to apply to current
corporate officers and to new corporate officers, where
applicable.
Adjustment of compensation policy in the event
of exceptional circumstances
In accordance with Article L. 22-10-8 of the French Commercial
Code, the Board of Directors may, in exceptional circumstances,
derogate from the application of compensation policies,
provided that such derogation is temporary, aligns with
the
corporate
interest
and
is
necessary
to
ensure
the Company's sustainability or viability. In such a case, the
Board of Directors would be able to grant a compensation
component not provided for in the compensation policy,
previously approved by the Annual General Meeting, but
made necessary in light of these exceptional circumstances.
The Board of Directors may also, within its discretionary power,
adjust the policies if unforeseen or exceptional circumstances
warrant it. For example, such adjustments could be warranted
in the event of changes in the Company's situation, scope
or business lines, changes in accounting standards, changes
in laws or regulations, or other exceptional situations. In such
cases, the Board of Directors may choose to temporarily
adjust certain existing compensation components, for example
by modifying the performance conditions governing their
acquisition, or to propose new compensation components.
The Board of Directors will take its decisions on the
recommendation of the Appointments and Compensation
Committee and, if necessary, after consulting an independent
consultancy firm.
This derogation can only be temporary, pending approval of
the modified compensation policy by the upcoming Annual
General Meeting, and must be duly justified by the Board
of Directors.
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CORPORATE GOVERNANCE REPORT
Compensation of corporate officers
5.4.1.2
Compensation policy for the Chairman of the Board of Directors
in respect of financial year 2025
The 2025 compensation policy for the Chairman of the
Board of Directors described below was approved by the
Board of Directors at its meeting on 27 February 2025,
following the recommendations of the Appointments and
Compensation Committee.
The Board of Directors used the Afep-Medef Code
recommendations as a guide for determining the compensation
of non-executive corporate officers. It ensured that the proposed
compensation policy upholds the Company's corporate
interests and contributes to its strategy and viability.
The Board of Directors ensured that the compensation
policy for the Chairman of the Board of Directors is consistent
with the market practices of CAC Mid 60 companies, based
on analyses carried out by a compensation consultant.
The Chairman of the Board of Directors receives gross fixed
annual compensation of €200,000 for his duties as Chairman
of the Board of Directors. On the recommendation
of the Appointments and Compensation Committee,
this compensation is identical to that previously approved
by the Annual General Meeting of 11 June 2024 and was set
based on the duties entrusted (legal duties) and the
particular situation of the Company following its financial
restructuring on 27 March 2024.
He participates in the government-sponsored compulsory
supplementary pension scheme and the compulsory employee
benefits scheme (régime collectif obligatoire de prévoyance)
open to all managerial employees.
The Chairman of the Board of Directors does not receive
any other compensation or benefits (variable compensation,
exceptional compensation, long-term compensation in the
form of equity securities, Director’s compensation in accordance
with the rules set out in section 5.4.1.4 below, compensation
for loss of office or non-compete compensation, pension
benefits, benefits of any kind).
The Chairman of the Board of Directors is not bound by
any employment contract with the Company or any Group
company.
The Chairman is appointed for the duration of his directorship.
When the Board of Directors was re-elected on 27 March 2024,
Laurent Pietraszewski was appointed Director for the remainder
of his predecessor's term of office, i.e., until the close of the
Annual General Meeting called to approve the 2025 financial
statements.
Components of the
compensation
Amounts granted
in respect of 2025
Presentation
2025 annual fixed
compensation
€200,000
The gross fixed annual compensation of the Chairman of the Board of Directors is
set at €200,000, unchanged compared with 2024.
It does not fall within the maximum gross compensation that may be allocated
to Board members in respect of any one year, set by the Annual General Meeting of
19 May 2009 at €650,000.
Annual variable
compensation
Not applicable
Multi-annual variable
compensation
Not applicable
Exceptional
compensation
Not applicable
Long-term
compensation in
the form of equity
securities or securities
giving access to
the share capital
Not applicable
Directors’
compensation
Not applicable
Benefits of any kind
Not applicable
Compensation
for loss of office
Not applicable
Non-compete
compensation
Not applicable
Supplementary
pension and
benefits schemes
Not applicable
The Chairman is not a beneficiary of any supplementary pension plan set up by the
Company. During his term of office, he participates in the government-sponsored
compulsory supplementary pension scheme and the compulsory employee benefits
scheme (régime collectif obligatoire de prévoyance) open to all managerial employees.
360
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CORPORATE GOVERNANCE REPORT
Compensation of corporate officers
5.4.1.3
Compensation policy for the Chief Executive Officer in respect
of financial year 2025
The Chief Executive Officer was appointed by the Board of Directors at its meeting on 27 March 2024. His term of office is set
at three years from 27 March 2024. The Chief Executive Officer is not bound by any employment contract with the Company
or any Group company.
5.4.1.3.1
Criteria for setting, allocating
and granting the components
of compensation
Annual fixed compensation
The annual fixed compensation is reviewed at relatively long
intervals. It may be re-examined by the Board of Directors
in certain cases, and particularly upon renewal of the term
of office.
Annual variable compensation
The annual variable compensation ranges from 0% to 121%
of the fixed compensation, with a target of 100%. It is subject
to various demanding quantitative performance criteria.
The criteria are reviewed annually based on the Group’s
strategic objectives. They are defined by the Board of
Directors, on the recommendation of the Appointments
and Compensation Committee, at the beginning of the
year for the current year.
These criteria can be used to assess both the individual
performance of the Chief Executive Officer and the
Company’s performance. The Chief Executive Officer’s variable
compensation is linked to the Company’s overall earnings.
There is no provision for the possibility of requesting the return
of an amount of variable compensation.
The payment in year Y of the annual variable compensation
for Y-1 is subject to the approval of the shareholders at the
Annual General Meeting called to approve the financial
statements of that year.
Long-term incentive and performance shares
From 2025 to 2028, the Chief Executive Officer will receive
long-term conditional variable compensation in the form
of performance shares, aimed at fostering long-term
engagement, ensuring retention and aligning interests
with the Company’s corporate interest and its shareholders’
interests. The weight of long-term variable compensation
in the total compensation and the Chief Executive Officer's
exposure to the Company's share performance are
intended to strengthen this alignment.
The grant is proportionate to the fixed and variable annual
compensation. For reference, the annual grant under the
new LTI 2025-2028 plan (see below) to be awarded in 2025
is expected to represent approximately 14% of the total
maximum annual fixed and variable compensation, based
on a share price of €0.75 and without considering over-
performance.
Long-term compensation is subject to predefined, demanding
quantitative performance criteria, assessed over four financial
years in line with the duration of the “Renouveau 2028”
strategic plan, and at the end of each financial year, as each
year of the Renouveau 2028 plan represents a key milestone
for the Group's recovery, transformation and future refinancing.
The achievement of performance targets for each financial
year aligns with the Company’s corporate interests and the
interests of all stakeholders. The acquisition of shares in annual
tranches serves as an additional incentive for Management.
There is no guaranteed minimum. The quantitative performance
criteria are identical to those applied to the plans granted
to members of the Executive Committee, where applicable.
The criteria are defined by the Board of Directors, on the
recommendation of the Appointments and Compensation
Committee, subject to possible adjustments in the event of
changes in the Company's situation, scope and business
lines, changes in accounting standards, changes in laws
and regulations and other exceptional situations justifying
such an adjustment in the opinion of the Board of Directors
(see section 5.4.1.1).
These criteria can be used to assess both the individual
performance of the Chief Executive Officer and the
Company’s performance. The Chief Executive Officer's long-
term compensation is linked to the overall earnings of the
Company and of its significant subsidiaries, where applicable.
It is subject to conditions distinct from those applicable to
annual variable compensation.
The grant of performance shares is also contingent on a
continuing service requirement for the Chief Executive Officer.
The delivery of shares in year Y for the previous financial year
Y-1, after determining their quantity based on the achievement
of the targets for the relevant period, is subject to shareholders’
approval at the Annual General Meeting called to approve
the financial statements for that year.
The Chief Executive Officer formally commits not to hedge
the risk associated with holding the Company’s shares.
A portion of the granted shares is subject to a holding
period determined by the Board of Directors. The shares must
be held in registered form by the Chief Executive Officer
until the end of his term of office.
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CORPORATE GOVERNANCE REPORT
Compensation of corporate officers
Directors’ compensation
The Chief Executive Officer does not receive compensation
in his capacity as Director. When the Board of Directors was
re-elected on 27 March 2024, Philippe Palazzi was appointed
Director for the remainder of his predecessor's term of office,
i.e., until the close of the Annual General Meeting called to
approve the 2024 financial statements. The renewal of his
directorship for a further three years is proposed at the 2025
Annual General Meeting.
Exceptional compensation
No exceptional compensation will be awarded to the Chief
Executive Officer for 2025.
Benefits of any kind
At the Board of Directors’ discretion and on the
recommendation of the Appointments and Compensation
Committee, the Chief Executive Officer may receive
benefits of any kind. The award of benefits of any kind is
determined in view of the position held and may include a
company car and company accommodation.
Supplementary defined benefit pension plan
The Chief Executive Officer is not a beneficiary of any
supplementary pension plan set up by the Company.
He participates in the government-sponsored compulsory
supplementary pension scheme and the compulsory
employee benefits scheme (régime collectif obligatoire de
prévoyance) open to all managerial employees.
Compensation for loss of office
The Chief Executive Officer is entitled to compensation for
loss of office. These benefits were approved by the Annual
General Meeting of 11 June 2024.
Non-compete obligation
The Chief Executive Officer is entitled to compensation in
connection with a non-compete clause. These benefits were
approved by the Annual General Meeting of 11 June 2024.
Non-compete compensation is not paid if the Chief Executive
Officer retires and claims pension benefits. In any case, no
such compensation may be paid beyond the age of 65.
5.4.1.3.2
Components of compensation awarded in respect of 2025
Pursuant to Article L. 22-10-8 of the French Commercial Code, at its 27 February 2025 meeting and in line with the principles
set out in section 5.4.1.1, the Board of Directors set the components of the Chief Executive Officer’s compensation for 2025
based on the recommendations of the Appointments and Compensation Committee:
Presentation
Annual fixed
compensation
€825,000
For 2025, the annual gross fixed compensation of the Chief Executive Officer is set at
€825,000, unchanged from 2024. The compensation is set based on the duties
entrusted to him and the particular situation of the Company.
Annual variable
compensation
Up to 121% of fixed
compensation
The target level of the variable compensation is set at a gross amount of €825,000,
if all of the objectives are met, corresponding to 100% of the fixed compensation,
in line with market practices, and a maximum gross amount of €998,250 in the
event of over-performance, representing 121% of the fixed compensation.
It is entirely subject to the achievement of demanding targets set by the Board
of Directors on the recommendation of the Appointments and Compensation
Committee and reflecting the Group's strategic priorities, with no minimum
amount guaranteed.
Annual variable compensation will be determined by the Board of Directors in 2026,
based on the assessment of quantitative financial and CSR performance criteria,
along with individual qualitative criteria. Payment of the variable annual
compensation is subject to the approval of the Annual General Meeting called in 2026
to approve the financial statements for the year ending 31 December 2025.
362
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CORPORATE GOVERNANCE REPORT
Compensation of corporate officers
Presentation
Nature of quantitative
performance criteria
Target weighting
The proposed quantitative criteria are simple, relevant, demanding and identical to
the Group-level quantitative criteria used to set the 2025 bonuses of members of
the Executive Committee. They are used to assess the Group's operational, financial
and non-financial performance.
The quantitative financial performance criteria, representing 75% of the target
annual variable compensation, reflect the pursuit of more demanding performance
requirement in France in line with the Group's priority objectives and challenges.
EBITDA is a key indicator for measuring profitability and the main driver for growth
in cash generation, which helps the Group to deleverage. It is also an essential
indicator for ensuring that the Group respects the covenants of the Group's
financing agreements. Free cash flow before interest expense, excluding disposal
plan, is also a key indicator of the “Renouveau 2028” plan.
The achievement thresholds are aligned with the Group's budget targets set by the
Board of Directors for the 2025 financial year. These targets remain confidential and
are not publicly disclosed.
The quantitative CSR criteria account for 15% of the target variable compensation
and the individual qualitative criteria account for 10% of the target annual variable
compensation.
The quantitative CSR targets, representing a total of 15% of the target variable
compensation, consist of the three internal criteria already provided for in the 2024
policy, aligned with the Group's priority CSR issues, and maintain the same
weighting as in the 2024 policy, with each criterion accounting for one-third:
• percentage of women managers in France, with a target of 47.2% at 31 December
2025, a minimum of 46.8% and maximum over-performance of 47.8%, in line
with the target of 50% by 2030 (compared with 46.8% of women managers at
31 December 2024);
• 74,319 tonnes of carbon dioxide (CO2) emitted by Casino Group in France in 2025
(compared with 77,017 tonnes of carbon dioxide (CO2) emitted by Casino Group in
France in 2024), a minimum of 77,017 tonnes and maximum over-performance of
69,308 tonnes; and
• 410 kWh of electricity consumption per sq.m for all banners in France (compared
with 418 kWh per sq.m in 2024), a minimum of 418 kWh and a maximum over-
performance of 393 kWh.
Each criterion has been set a pre-defined minimum threshold, a target level for
performance in line with objectives and an over-performance level. The variable
compensation is calculated on a straight-line basis between the minimum, target
and maximum levels. There is no guaranteed minimum.
The individual performance criteria are pre-defined and set by the Board of Directors
on the recommendation of the Appointments and Compensation Committee. They
focus on the following issues:
• identification and securing/retention of the Group's key functions to enable the
implementation of the “Renouveau 2028” strategic plan;
• increasing Group brand recognition;
• communication and cooperation with the Board of Directors and its members to
facilitate the proper performance of its duties.
• Adjusted EBITDA
after 2025 Group
lease payments
30%
• 2025 operating free
cash flow – Group
30%
• 2025 net sales –
Group
15%
Total
75%
Percentage of women
managers in the Group
at 31 December 2025
5%
CO2 emissions of
the Group in France
at 31 December 2025
5%
Electricity consumption
per sq.m for all banners
in France at
31 December 2025
5%
Total
15%
Individual qualitative
criteria
10%
TOTAL
100%
Conditional long-term
incentive bonus
in the form of
equity securities
(LTI 2025-2028)
Subject to approval of the 2025 compensation policy by the Annual General Meeting
and thereafter, the Chief Executive Officer would be granted long-term variable
compensation payable in existing Company shares, under a new performance share
plan (LTI 2025-2028). This plan replaces the one initially proposed in the 2024
compensation policy, which was not granted by the Board. Under the new LTI plan, up
to 1,325,000 shares (0.33% of the share capital) may be awarded to the Chief Executive
Officer, contingent on continuing service and performance conditions. A maximum
of 92,750 additional shares may be granted for over-performance (see below).
The number of shares to be granted has been increased compared to the number
set out in the 2024 compensation policy (this number was 65,075,922 shares before
the reverse stock split, 650,759 shares after the reverse stock split) to reflect the
addition of an additional performance year (2028) to align the duration of the
LTI plan with that of the Group's strategic plan (“Renouveau 2028”) and the change
in legal framework from what was initially planned in the 2024 policy.
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5
CORPORATE GOVERNANCE REPORT
Compensation of corporate officers
Presentation
Conditional long-term
incentive bonus
in the form of
equity securities
(LTI 2025-2028)
The total number of shares will be distributed in four annual tranches, each
representing one-quarter of the total ("Tranche 1", "Tranche 2", "Tranche 3" and
"Tranche 4"). The acquisition of shares granted under the LTI plan will be reviewed
by the Board of Directors on the recommendation of the Appointments and
Compensation Committee, based on the financial statements and operational data
applicable at 31 December 2025 for Tranche 1, 31 December 2026 for Tranche 2,
31 December 2027 for Tranche 3 and 31 December 2028 for Tranche 4.
The vesting of free shares is subject to a continuing service condition, i.e., for each
Tranche requiring the Chief Executive Officer to remain in office until the Annual
General Meeting called to approve the financial statements for the reference
financial year (the “Continuing Service Condition”). In accordance with standard
practice, the LTI plan will include an exception in the cases of death or disability (in
such instances, the right to acquire shares for the current year will be maintained,
subject to the performance achieved during the financial year).
In addition to the Continuing Service Condition, the vesting of free shares is
conditional upon meeting the performance criteria (the "Performance Conditions"),
defined by the Board of Directors, as described below, subject to possible
adjustments in the event of changes in the Company's situation, scope and
business lines, changes in accounting standards, changes in laws and regulations
and other exceptional situations justifying such an adjustment in the opinion of the
Board of Directors.
For each Tranche, the vesting period will begin in 2025, on the grant date of the
plan, as determined by the Board of Directors, which will meet after the Annual
General Meeting authorising the implementation of the LTI plan. The final vesting of
each Tranche will occur after the Annual General Meeting called to approve the
financial statements for the reference year of the performance conditions
(described below). The delivery of shares for each Tranche will be subject to
the approval of the Annual General Meeting, and will take place after this Annual
General Meeting.
An acquisition by tranches is provided, as each year of the “Renouveau 2028” plan
represents a key milestone for the Group's recovery, transformation and future
refinancing. The achievement of performance targets for each financial year aligns
with the Company’s corporate interests and the interests of all stakeholders.
The acquisition of shares in annual tranches serves as an additional incentive for
Management.
A holding condition will apply to the shares until the final vesting date of Tranche 4,
(after the Annual General Meeting to be held in 2029 called to approve the final
vesting of the shares in this last Tranche). As an exception, given that the delivery of
shares will be taxable and subject to social security contributions and in accordance
with standard practice, the Chief Executive Officer may sell up to 45% of the shares
from each Tranche to cover these taxes and contributions. Additionally, within
the same limit, and before the end of the financial year preceding each vesting date,
he may choose to defer the delivery date of the shares to be vested.
In accordance with the recommendations of the Afep-Medef Code, the Chief
Executive Officer must hold at least 40% of the remaining shares in registered form
for each Tranche, after disposing of shares to cover these taxes and charges, until
the end of his term of office.
The Board reserves the right to reduce the number of shares required to be held
under the holding obligations, upon the recommendation of the Appointments and
Compensation Committee.
In the event of sustainable over-performance of the operating cash flow less capex
condition (see below) of at least €7,500,000, the Chief Executive Officer may benefit
from an additional grant of shares, after the final year of the plan (2028), decided by
the Board of Directors upon the recommendation of the Appointments and
Compensation Committee. This grant will not exceed 10% of the shares subject
to the operating free cash flow less capex condition (92,750 additional shares).
For these purposes, over-performance will not be considered sustainable if it is the
result of postponed capex.
In the event of a change in scope that the Board of Directors deems significant and
likely to render the plan inappropriate for the Group's new situation, the LTI plan will
be terminated early, the shares from the current Tranche will vest on a pro rata
basis and all shares acquired under the LTI plan and the 2024 special bonus will
become transferable.
In the event of a change of control of the Company (as defined in the financing
agreements for the Reinstated Term Loan and the Reinstated RCF), the acquisition
of the remaining Tranches will be accelerated, and the resulting shares delivered
to the Chief Executive Officer will be subject to a holding obligation until the day
after the Ordinary General Meeting to be held in 2029, unless otherwise decided
by the Board of Directors constituted after the change of control, and subject
to the exceptions described above (sale of shares to cover taxes and option to
defer delivery).
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CORPORATE GOVERNANCE REPORT
Compensation of corporate officers
Presentation
Nature of quantitative
performance criteria
for each of the four
Tranches relating to
the 2025, 2026, 2027
and 2028 financial years
Target weighting
The performance thresholds for each Tranche will be set by the Board of Directors
when the LTI is awarded, in line with the objectives of the Company's “Renouveau
2028” strategic plan (in particular the Group's annual operating free cash flow less capex,
excluding Cdiscount) (subject to possible adjustments in the event of exceptional
circumstances as described above).
The proposed criteria are simple, relevant, demanding and identical to the
quantitative criteria used for the plans granted to the members of the Executive
Committee, where applicable. They are used to assess the Group's operational and
financial performance. These criteria are separate from those applicable to the
annual variable compensation for the relevant financial year.
The operating cash flow less capex criterion represents financial capacity and
enables the tracking of cash flow generation and investments without the impact of
working capital requirements. The gross merchandise volume criterion aligns with
the Group's shift towards a more franchise-driven business model.
The acquisition of shares in each Tranche will be conditional on achieving the
following quantitative performance criteria:
• for 70%, operating cash flow less capex for the Group excluding Cdiscount at
31 December of the Tranche's reference year;
• for 30%, indicators relating to the Company and/or certain of its subsidiaries, such
as growth in gross merchandise volume at 31 December of the Tranche’s reference
year, market share and the number of stores implementing new concepts.
The achievement thresholds will be aligned with the objectives of the “Renouveau
2028” strategy plan. These targets remain confidential and are not publicly
disclosed. They are pre-defined and clearly established and relate to the levers and
operational objectives of the “Renouveau 2028” Plan.
The number of shares per Tranche that vest to the Chief Executive Officer will be
determined for each condition based on a minimum threshold of 80% achievement
of the Performance Conditions and up to a limit of 100% in the event of their full
achievement. If performance achievement is below 80% of the target for a given
condition, no shares will be vested under that condition.
The Chief Executive Officer formally commits not to hedge the risk associated with
holding the Company’s shares.
Operating cash flow
less capex target for
the Group excluding
Cdiscount at 31
December of the
Tranche's reference year
70%
Performance objectives
set by the Board
of Directors based
on indicators such
as gross merchandise
volume, market share
and the number of
stores implementing
new concepts
30%
Multi-annual variable
compensation
The compensation policy set by the Board of Directors for the Chairman and Chief
Executive Officer does not provide for the payment of any multi-annual variable
compensation for 2025.
Exceptional
compensation
The compensation policy set by the Board of Directors for the Chairman and
Chief Executive Officer does not provide for the payment of any exceptional
compensation for 2025.
Directors’
compensation
The Chief Executive Officer does not receive any compensation for his duties as a Director.
Benefits of any kind
The Chief Executive Officer will receive benefits in kind amounting to €60,000 gross
per annum, including Company accommodation.
Garantie sociale des
chefs d’entreprise
(“GSC”) (employment
insurance for
executives)
The Chief Executive Officer may be covered by a GSC insurance policy in the event
of loss of employment (80% formula, with 18 months' cover). GSC contributions
will be paid by the Company and will constitute a benefit in kind for the Chief
Executive Officer.
In the event the Chief Executive Officer is forced to resign within 12 months of taking
up his duties (i.e., before 28 March 2025) (except in the case of serious or gross
misconduct), the Company will pay him a gross amount equal to three months'
fixed monthly compensation received in 2024 in order to offset the loss of the GSC
unemployment insurance cover.
This commitment was approved by the Annual General Meeting of 11 June 2024. It is
subject to an addendum to specify that in the absence of the Chief Executive
Officer’s coverage, the Company would substitute itself for the GSC under the same
terms as the GSC.
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CORPORATE GOVERNANCE REPORT
Compensation of corporate officers
Presentation
Compensation for loss
of office
The Chief Executive Officer may be removed from office at any time by a decision of
the Company's Board of Directors, without prior notice and with proper justification,
in accordance with the terms and conditions set out in the Company's Articles
of Association.
In the event he is forced to resign (except in cases of serious or gross misconduct or
where he is entitled to retire), the Chief Executive Officer will receive:
• in the event his duties are terminated within 12 months of taking office (i.e., before
28 March 2025): gross compensation equal to 12 months' fixed monthly compensation
as provided for in 2024, i.e., €825,000, plus, where applicable, variable compensation
on a pro rata basis depending on targets achieved in 2024, i.e., a maximum of €618,750;
• in the event his duties are terminated as from the 13th month of taking office
(i.e., as of 28 March 2025): gross compensation equal to 12 months' fixed and
variable compensation, calculated based on the average gross monthly fixed and
variable compensation received during the two financial years preceding
the effective termination of his duties, increased by one month's average monthly
compensation (fixed and variable) for each full month of service, up to
a maximum of one and a half times the fixed and variable compensation received
during the two financial years preceding the effective termination of his duties.
If the non-compete obligation of the Chief Executive Officer were to be implemented
upon his departure, the related financial compensation would be included in the
calculation of the maximum termination benefit. The amount of the termination
benefit paid as from the 13th month also depends on the rate of achievement
of the performance conditions, as set by the Board of Directors on the
recommendation of the Appointments and Compensation Committee, over
the two financial years preceding the effective termination of his duties, based on
the principles used to allocate variable compensation.
This commitment was approved by the Annual General Meeting of 11 June 2024
(24th resolution).
Non-compete
compensation
Under the terms of his appointment, the Chief Executive Officer is subject to a non-
compete obligation for a period of 12 months from the end of his term of office.
In the event the Board of Directors implements the Chief Executive Officer's non-
compete obligation, the latter is entitled, under the terms of his office, for the
duration of the non-compete obligation, to gross compensation equal to 12 months
of his fixed and variable compensation, calculated based on the average gross
monthly fixed and variable compensation received during the two financial years
preceding the effective termination of his duties. This compensation will be paid on
a monthly basis for the duration of the non-compete obligation.
No compensation will be payable if the Chief Executive Officer is in a position to
retire or if he is over 65 years of age on the date his duties are effectively terminated.
The Board of Directors reserves the right to lift the non-compete obligation within
15 days of the effective termination of the Chief Executive Officer's duties.
This commitment was approved by the Annual General Meeting of 11 June 2024
(24th resolution).
Supplementary
pension and benefits
schemes
In accordance with the provisions of Articles L. 311-1 and L. 311-3 of the French Social
Security Code (Code de la sécurité sociale), the Chief Executive Officer participates
in supplementary pension schemes under the conditions set out in said Code.
During his term of office, the Chief Executive Officer is covered by the government-
sponsored compulsory supplementary pension schemes open to all the Company's
managerial employees.
He is covered by the compulsory employee benefits scheme (régime collectif
obligatoire de prévoyance) open to all managerial employees.
In accordance with Article L. 22-10-8 of the French Commercial
Code, (i) payment of the annual variable component of the
compensation due for 2025, after determining its amount
based on the achievement of the above-defined objectives,
is subject to the prior approval of shareholders at the Ordinary
General Meeting of the Company to be held in 2026 and
(ii) the delivery of shares for each Tranche under the LTI
plan will be subject to the prior approval of shareholders
at the Ordinary General Meeting of the Company called
to approve the financial statements for the reference year
of the relevant Tranche.
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CORPORATE GOVERNANCE REPORT
Compensation of corporate officers
5.4.1.4
Compensation policy for non-executive corporate officers in respect of 2025
In accordance with the provisions of Article L. 22-10-8 of the
French Commercial Code, the compensation policy for non-
executive corporate officers is subject to shareholder approval
at the Annual General Meeting.
At the Annual General Meeting of 19 May 2009, the shareholders
set the maximum total amount of compensation to be
allocated annually to the Directors at €650,000 until such
time as a further resolution is passed.
Based on the Appointments and Compensation Committee’s
recommendations, the Board of Directors determined the 2025
compensation policy for non-executive corporate officers with
a view to submitting it to the 2025 Annual General Meeting.
As previously, the Board of Directors used the Afep-Medef
Code recommendations as a guide for determining the
compensation of non-executive corporate officers, which is
based on the following key factors:
• Directors’ attendance at Board and Specialised Committee
meetings, with a significant variable component based
on actual attendance;
• the role and work of the Specialised Committees under
the direction and management of their Chairs in preparing
and assisting the Board in its decisions, taking into
consideration the exceptional meetings held by the
Committees due to the number and importance of the
matters they were asked to address.
The Board of Directors also ensured that the compensation
policy for non-executive corporate officers was in line with
market practices.
An update performed by Willis Towers Watson in February
2025 of previous studies and recommendations has shown
that the structure and allocation of the compensation
granted to the Company's non-executive corporate officers,
including the additional compensation for exceptional
meetings, is in line with CAC Mid 60 market practices and
reasonable in terms of amounts.
The Board of Directors therefore decided to renew the 2024
compensation policy, with the Director representing employees
receiving Directors’ compensation and compensation for
participating in a Committee, under the same terms and
conditions as the other Directors.
The gross compensation of Directors (excluding the Chairman
of the Board and the Chief Executive Officer), in line with
the allocation methods set for 2024 (11th resolution of the
Annual General Meeting of 11 June 2024 approved by a 99.98%
majority), would therefore be as follows for 2025:
• Basic compensation paid to each of the Directors
Gross amount of €30,000 per Director, comprising a fixed
component maintained at €8,500 (on a pro rata basis for
Directors who are appointed or who step down during
the year) and a gross variable component also unchanged
at €21,500, which will not be reallocated in the event of
non-attendance.
• Additional compensation for Directors
who are members of the Specialised Committees
• Audit Committee:
Gross basic amount of €20,000 per Director, comprising
a gross fixed component of €6,500 (on a pro rata basis
for Directors who are appointed or who step down during
the year) and a gross variable component of €13,500,
which will not be reallocated in the event of non-attendance.
• Strategy Committee, Appointments and Compensation
Committee and Governance and Social Responsibility
Committee:
Gross basic amount of €16,000 per Director, comprising
a gross fixed component of €6,500 (on a pro rata basis
for Directors who are appointed or who step down during
the year) and a gross variable component of €9,500,
which will not be reallocated in the event of non-attendance.
• Additional compensation for Specialised
Committee Chairs
Gross amount of €10,000 (pro rated for Directors who are
appointed or who step down during the year).
• Additional compensation for members
of the Specialised Committees
An additional amount will be paid as follows to each
Committee member to take account of the additional
meetings held by the Committees due to the number
and importance of the matters submitted to their review
during the year:
• additional gross compensation per Audit Committee
member set at €2,000 per meeting over and above six
meetings a year, capped at €10,000 per year;
• additional gross compensation per Appointments
and Compensation Committee, Governance and Social
Responsibility Committee and Strategy Committee
member set at €2,000 gross per meeting over and
above four meetings a year and six meetings a year
for the Strategy Committee, capped at €6,000 per year.
• Members of the Board of Directors can be reimbursed
for any reasonable expenses incurred while performing
their duties, insofar as they provide the supporting
documents.
The compensation policy as described above will be
published on the Company’s website one business day after
the 2025 Annual General Meeting if the policy is approved,
and will remain available to the public for at least the period
during which the policy applies.
The compensation policy, such as the one presented above,
will apply to all newly appointed non-executive corporate
officers pending approval by the Annual General Meeting of
any substantial changes that may be made where appropriate.
Moreover, under the authorisation granted by the shareholders
at the Annual General Meeting of 11 June 2024 (27th resolution),
the compensation paid to any Non-Voting Directors is
deducted from the total amount allocated to the members
of the Board of Directors for each financial year, set at
€650,000 by the Annual General Meeting of 19 May 2009.
GROUPE CASINO – 2024 UNIVERSAL REGISTRATION DOCUMENT
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CORPORATE GOVERNANCE REPORT
Compensation of corporate officers
5.4.2
Components of the compensation paid to corporate officers
in 2024 or granted to them in respect of that year – Disclosures
required by Article L. 22-10-9-I of the French Commercial Code
5.4.2.1
Components of the compensation paid to the executive corporate officers
in 2024 or granted to them in respect of that year
5.4.2.1.1
Components of the compensation paid to the Chairman of the Board of Directors in 2024
or granted to him in respect of that year
The principles and criteria for determining, allocating and
granting the components of the compensation and benefits
of any kind to be granted to the Chairman of the Board
of Directors in respect of 2024, as of his appointment on
27 March 2024, were submitted to a vote and approved
by a 99.98% majority at the Annual General Meeting of
11 June 2024 (25th resolution).
LAURENT PIETRASZEWSKI (FOR THE PERIOD FROM 27 MARCH TO 31 DECEMBER 2024)
CHAIRMAN OF THE BOARD OF DIRECTORS
Components of the
compensation
Gross amount
awarded for 2024
Presentation
2024 annual fixed
compensation
€150,000
The gross fixed annual compensation of the Chairman of the Board of Directors
is set at €200,000. It was set in the light of the assignments entrusted to him
and the particular situation of the Company following the restructuring.
It was paid on a pro rata basis in respect of the 2024 financial year, i.e.,
a gross amount of €150,000 (nine-twelfths of €200,000).
A gross amount of €50,000 was paid in 2024.
Annual variable
compensation
Not applicable
Multi-annual variable
compensation
Not applicable
Exceptional compensation
Not applicable
Long-term compensation
in the form of equity
securities or securities
giving access to
the share capital
Not applicable
Directors’ compensation
Not applicable
Benefits of any kind
Not applicable
Compensation for loss
of office
Not applicable
Non-compete
compensation
Not applicable
Supplementary pension
and benefits schemes
Not applicable
5.4.2.1.2
Components of the compensation paid to the Chief Executive Officer in 2024 or granted
to him in respect of that year
The principles and criteria for determining, allocating and
granting the components of the compensation and benefits
of any kind to be granted to the Chief Executive Officer
in respect of 2024, as of his appointment by the Board
of Directors on 27 March 2024, were submitted to a vote
and approved by a 99.29% majority at the Annual General
Meeting of 11 June 2024 (24th resolution).
The table below summarises the compensation awarded
or paid to Philippe Palazzi in consideration of his position
as Chief Executive Officer (table 2 in accordance with
the recommendations of the Afep-Medef Code and AMF
recommendation no. 2021-02).
The payment of the components of variable compensation
due for the 2024 financial year is subject to approval
by the Annual General Meeting of 30 April 2025, under
the conditions provided for in Article L. 22-10-34-II of the
French Commercial Code.
368
2024 UNIVERSAL REGISTRATION DOCUMENT – GROUPE CASINO
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CORPORATE GOVERNANCE REPORT
Compensation of corporate officers
PHILIPPE PALAZZI (FOR THE PERIOD FROM 27 MARCH TO 31 DECEMBER 2024) CHIEF EXECUTIVE
OFFICER AND DIRECTOR
(Gross amounts in €)
2024
Amounts due
Amounts paid
Fixed compensation
618,750
628,571
Annual variable compensation
618,750
Not applicable
Exceptional compensation payable in Company shares(1)
137,364
Not applicable
Multi-annual variable compensation
Not applicable
Not applicable
Directors’ compensation
Not applicable
Not applicable
Benefits in kind(2)
20,000
22,633
TOTAL
1,394,864
651,205
(1)
Exceptional compensation not provided for in the 2024 compensation policy, which will be submitted to the vote at the 2025 Annual General
Meeting. This compensation consists of 183,152 shares in the Company, valued in the table above at the opening price on 27 February 2025 (€0.750
per share), date on which the Board of Directors set the number of shares that may be acquired by the Chief Executive Officer under this
exceptional compensation, based on the achievement level of the applicable performance conditions. Depending on changes in the share price,
the value of these shares – whose delivery is subject to the approval of the 2025 Annual General Meeting – may differ at the time they are granted.
(2)
Company accommodation.
In accordance with the compensation policy for the Chief
Executive Officer approved by the Ordinary General Meeting
of 11 June 2024, the various compensation components
paid in 2024 or awarded during the year to the Chief
Executive Officer are determined as follows:
Fixed compensation for 2024
The gross fixed annual compensation of €825,000 with
respect to the assignments entrusted to the Board and the
Company’s particular situation, was paid on a pro rata basis
in respect of the 2024 financial year.
2024 annual variable compensation
The target level of the 2024 variable compensation was set
at a gross amount of €825,000, if all of the objectives were
met, corresponding to 100% of the fixed compensation.
For 2024, it was agreed that the maximum amount would
be capped at 100% of the fixed compensation, including
in the event of over-performance, and that it will be paid
on a pro rata basis, i.e., a maximum gross amount of
nine‑twelfths of €825,000 for 2024, or €618,750.
It is entirely subject to the achievement of demanding
targets set by the Board of Directors on the recommendation
of the Appointments and Compensation Committee and
reflecting the Group's strategic priorities, with no minimum
amount guaranteed.
It is determined as follows:
• Operational objectives (75% of the annual variable
compensation on a pro rata basis) (“Tranche A”):
• preparation and implementation of the first stages of the
reorganisation of the Company’s subsidiaries concerned
following the sale of hypermarkets and supermarkets
by Distribution Casino France and the pooling of central
functions (one-third of Tranche A);
• Completion of the three waves of sales of hypermarkets
and supermarkets to Intermarché and Auchan (one-third
of Tranche A);
• preparation and implementation of the 2025 strategic
plan aimed at creating value over the long term (one-
third of Tranche A).
• Individual performance targets (10% of the annual
variable compensation on a pro rata basis) (“Tranche B”)
set by the Board of Directors on the recommendation of
the Appointments and Compensation Committee based
on indicators such as stabilisation of the Executive
Committee, stabilisation of financial results, particularly
for the second half of 2024, and overall communication
and cooperation with the Board of Directors, its
Committees and the Executive Committee.
• Quantitative CSR targets (15% of annual variable compensation
on a pro rata basis) ("Tranche C"), comprising two internal
criteria, one for gender diversity and the other for the
environment, already used in 2023, and a new criterion
relating to electricity consumption per sq.m in France, in
line with market practice:
• percentage of women managers in France, with a target
of 46.5% at 31 December 2024, in line with the objective
of 47.2% in 2025 (compared with 46.1% of women
managers at 31 December 2023) (33.33% of Tranche C);
• 81,141 tonnes of carbon dioxide (CO2) emitted by Casino
Group in France in 2024 (this target, initially set at
118,154 tonnes, is adjusted to account for the disposals of
hypermarkets and supermarkets and Codim in 2024)
(compared with 123,077 tonnes of carbon dioxide (CO2)
emitted by Casino Group in France in 2023 – pro forma
for the reduction in the Group’s scope) (33.33% of
Tranche C); and
• 428 kWh of electricity consumption per sq.m across
all the banners in France (this target, initially set
at 430 kWh is adjusted to account for the disposals of
hypermarkets and supermarkets and Codim in 2024)
(representing a 2% reduction on the 438 kWh per sq.m
in 2023) (33.33% of Tranche C).
GROUPE CASINO – 2024 UNIVERSAL REGISTRATION DOCUMENT
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CORPORATE GOVERNANCE REPORT
Compensation of corporate officers
On 27 February 2025, on the recommendation of the Appointments and Compensation Committee, the Board of Directors
reviewed the results achieved and set the level of the 2024 variable compensation as follows:
Weight of criteria
(as a % of the
target level
of €618,750)
Achieved
Achievement
rate
(capped)
Amount
(in thousands
of euros)
Operational objectives (Tranche A)
75%
1/ Preparation and implementation of the first stages
of the reorganisation
25%
Objective
met
100%
154.690
2/ Completion of the three waves of sales of hypermarkets
and supermarkets to Intermarché and Auchan
25%
Objective
met
100%
154.690
3/ Preparation and implementation of the 2025 strategic plan
aimed at creating value over the long term
25%
Objective
met
100%
154.690
Assessment of the Board
On the recommendation of the Appointments and Compensation Committee, the Board of Directors has decided to
set the rate of achievement for the Tranche A operational objectives at 100%, highlighting the following points:
• the process of disposing of stores, adjusting the logistics organisation and reducing the size of head offices has been
carried out with respect and constant support for employees, with priority given to social dialogue;
• the new Aura Retail agreement (ITM/Auchan/Casino) will provide significant future added value in terms of both
price positioning and purchasing conditions;
• the “Renouveau 2028” plan has been strongly and convincingly promoted by the Chief Executive Officer and the
Executive Committee to all stakeholders, thereby mobilising real commitment to the Group's brands.
Individual performance objectives (Tranche B)
Stabilisation of the Executive Committee; stabilisation of
the financial results, particularly for the second half of 2024;
and overall communication and cooperation with the Board
of Directors, its Committees and the Executive Committee
10%
Objective
met
100%
61.880
Assessment of the Board
On the recommendation of the Appointments and Compensation Committee, the Board of Directors has decided
to set the rate of achievement of Tranche B operating objectives at 100%, highlighting the following points:
• the renewal of the Executive Committee with individuals bringing complementary profiles and recognised skills;
• inspiring and empowering management practices in a challenging context;
• financial results for the second half of the year slightly ahead of budget B1;
• the unfailing availability of the Chief Executive Officer and his Executive Committee to the Board and its Committees;
• effective consideration of the Company's ecosystem during a period of reorganisation (government players,
suppliers, franchisees, media, etc.).
Quantitative CSR objectives (Tranche C)
15%
1/ Percentage of women managers in France at 31 December
2024, with a target of 46.5%
5%
46.80%
100%
30.940
2/ CO2 emissions in France at 31 December 2024, with a target
of 81,141 tonnes of carbon dioxide (after adjustment to account
for scope effects)
5%
77,017
tonnes
100%
30.940
3/ kWh of electricity consumption per sq.m for all banners
in France at 31 December 2024, with a target of 428 kWh
(after adjustment to account for scope effects)
5%
418 kWh
100%
30.940
TOTAL
100%
618.750
The amount of Philippe Palazzi's 2024 variable compensation
stands at €618,750 gross, representing 100% of the annual
target compensation for 2024. This amount is based on
achieving 100% of the operational objectives, the individual
performance objectives and the quantitative CSR objectives,
without considering over-performance.
Multi-annual variable compensation
None.
Long-term incentive (LTI) bonus granted in 2024
None. See below.
Exceptional compensation
The 2024 compensation policy for the Chief Executive Officer
approved by the Company's shareholders at the Annual
General Meeting of 11 June 2024 included a long-term
incentive bonus in the form of a performance share plan of
the
Company,
granted
in
accordance
with
Articles
L. 225‑197-1 et seq. of the French Commercial Code, for the
period from 30 June 2024 to 30 June 2027. As the Company
was unable to meet the conditions applicable to a grant
made under the aforementioned Articles of the French
Commercial Code, this plan could not be implemented by
the Board of Directors at the end of the 2024 Annual
General Meeting in accordance with the commitments
made to the Chief Executive Officer.
370
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CORPORATE GOVERNANCE REPORT
Compensation of corporate officers
To offset:
• the absence of this long-term incentive bonus in 2024 and,
subsequently, the absence of a free share plan in 2024; and
• the one-year delay in the availability of shares that may be
acquired under the new LTI plan provided for in the 2025
compensation policy (see above) compared with the
unallocated plan.
Following the unanimous favourable opinion of the
Appointments and Compensation Committee, the Board of
Directors decided to supplement the 2024 compensation
policy for the Chief Executive Officer by granting an exceptional
compensation payable in existing Company shares up to a
maximum number of 200,000 shares subject to performance
conditions corresponding to the Group's quantitative financial
targets applied to the 2024 annual variable compensation
of members of the Executive Committee and senior
management. The Board of Directors and the Appointments
and compensation Committee considered that the maximum
number of shares that could be acquired would be reasonable
in relation to the total fixed and variable compensation for
the year.
For the same reasons, the Board of Directors decided at the
same time to grant an exceptional compensation under the
same structure to the Chief Financial Officer, who was also
unable to benefit from a long-term incentive bonus in 2024.
Based on the results obtained, the number of shares to be granted to the Chief Executive Officer was determined by the
Board of Directors on 27 February 2025 as follows:
Quantitative financial objectives
Weighting of criteria
(as a % of the target number
of 200,000 shares)
Achieved
(in €m)
Rate of achievement
as a % of target
(capped at 100%)
Number of
corresponding
shares
1/ 2024 Group adjusted EBITDA
after lease payments
40%
111.4
100%
80,000
2/ 2024 Group free operating cash flow
40%
-639.0
100%
80,000
3/ 2024 Group consolidated net sales
20%
8,473.8
57.9%
23,152
TOTAL
91.6%
183,152
Each criterion had a minimum achievement threshold and
maximum target level corresponding to achievement in line
with the set objectives, with a linear progression between
the minimum threshold and the target level.
It is therefore proposed to grant the Chief Executive Officer
additional compensation payable in the form of 183,152 existing
Company shares, subject to the approval of the 2025 Annual
General Meeting. Final vesting is subject to the Chief Executive
Officer's continuing service until the date of this Annual
General Meeting. The delivery of shares will take place after
the Annual General Meeting.
A holding condition will apply to the shares until the final
vesting date of Tranche 4 under the LTI Plan (after the Annual
General Meeting to be held in 2029 called to approve the
final vesting of these shares). As an exception, given that
the delivery of the shares will be taxable and subject to social
security charges, the Chief Executive Officer may sell up
to 45% of the shares granted as exceptional compensation
to cover these taxes and social security contributions.
In accordance with the recommendations of the Afep‑Medef
Code, the Board of Directors, on the recommendation of
the Appointments and Compensation Committee, also
decided that the Chief Executive Officer should hold in
registered form 40% of the shares remaining after selling
the shares to cover the taxes and social security contributions
until the end of his term of office.
The Board reserves the right to reduce the number of shares
required to be held under the holding obligations.
Compensation granted or paid to the Chief
Executive Officer in respect of or during 2024
by a company included in the scope of consolidation
as defined in Article L. 233-16 of the French
Commercial Code
None.
Other components of compensation and benefits of any kind granted to the Chairman and Chief Executive
Officer in 2024 in consideration of his position
Components of
compensation
submitted
to vote
Amounts paid
in 2024
Gross amounts granted
in respect of 2024
or corresponding
book value
Presentation
Directors’
compensation
Not applicable
Not applicable
The Chief Executive Officer does not receive any compensation for
his duties as a Director.
Benefits
of any kind
€22,633
€20,000
With regard to benefits in kind, the Chief Executive Officer had
the use of company accommodation, worth a gross annual
amount of €60,000, i.e., an amount of €20,000 calculated on a pro
rata basis (four-twelfths) for 2024.
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CORPORATE GOVERNANCE REPORT
Compensation of corporate officers
Components of
compensation
submitted
to vote
Amounts paid
in 2024
Gross amounts granted
in respect of 2024
or corresponding
book value
Presentation
Garantie sociale
des chefs
d’entreprise
(“GSC”)
(employment
insurance
for executives)
Not applicable
Not applicable
The Chief Executive Officer is covered by a GSC insurance policy in
the event of loss of employment (80% formula, with 18 months'
cover). GSC contributions are paid by the Company and constitute
a benefit in kind for the Chief Executive Officer.
In the event the Chief Executive Officer is forced to resign within
12 months of taking up his duties (except in the case of serious or
gross misconduct), the Company will pay him a gross amount
equal to three months' fixed monthly compensation received in 2024
in order to offset the loss of the GSC unemployment insurance cover.
This commitment was approved by the Annual General Meeting
of 11 June 2024. The Chief Executive Officer was not covered by the
GSC unemployment insurance plan in 2024.
Compensation
for loss of office
Not applicable
€825,000 (in the event
he resigns within
the first 12 months),
plus €618,750
(depending on targets
achieved in 2024)
The Chief Executive Officer may be removed from office at any time
by a decision of the Company's Board of Directors, without prior
notice and with proper justification, in accordance with the terms
and conditions set out in the Company's Articles of Association.
In the event he is forced to resign (except in cases of serious or
gross misconduct or where he is entitled to retire), the Chief
Executive Officer will receive:
• in the event his duties are terminated within 12 months of taking
office (i.e., before 28 March 2025): gross compensation equal to
12 months' fixed monthly compensation as provided for in 2024,
i.e., €825,000, plus, where applicable, variable compensation
on a pro rata basis depending on targets achieved in 2024, i.e.,
a maximum of €618,750;
• in the event his duties are terminated from the thirteenth month
after taking office (from 28 March 2025): gross compensation
equal to 12 months’ fixed and variable compensation, calculated
based on the average gross monthly fixed and variable
compensation received during the two financial years preceding
the effective termination of his duties, increased by one month’s
average monthly compensation (fixed and variable) for each full
month of service, up to a maximum of one and a half times the
fixed and variable compensation received during the two financial
years preceding the effective termination of his duties. If the
non-compete obligation of the Chief Executive Officer were
to be implemented upon his departure, the related financial
compensation would be included in the calculation of the
maximum termination benefit. The amount of the termination
benefit paid as from the 13th month also depends on the rate of
achievement of the performance conditions, as set by the Board
of Directors on the recommendation of the Appointments and
Compensation Committee, over the two financial years preceding
the effective termination of his duties, based on the principles
used to allocate variable compensation.
This commitment was approved by the Annual General Meeting of
11 June 2024 (24th resolution).
Non-compete
compensation
Not applicable
€825,000
(in the absence of
variable compensation)
or €1,650,000
(in the event of 100%
achievement of variable
compensation targets)
or €1,823,250
(in the event of 121%
achievement of variable
compensation targets)
Under the terms of his appointment, the Chief Executive Officer is
subject to a non-compete obligation for a period of 12 months
from the end of his term of office. In the event the Board of Directors
implements the Chief Executive Officer's non-compete obligation,
the latter is entitled, under the terms of his office, for the duration
of the non-compete obligation, to gross compensation equal to
12 months of his fixed and variable compensation, calculated based
on the average gross monthly fixed and variable compensation
received during the two financial years preceding the effective
termination of his duties. This compensation will be paid on a
monthly basis for the duration of the non-compete obligation.
No compensation will be payable if the Chief Executive Officer is in
a position to retire or if he is over 65 years of age on the date his
duties are effectively terminated. The Board of Directors reserves
the right to lift the non-compete obligation within 15 days of the
effective termination of the Chief Executive Officer's duties.
This commitment was approved by the Annual General Meeting of
11 June 2024 (24th resolution).
372
2024 UNIVERSAL REGISTRATION DOCUMENT – GROUPE CASINO
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CORPORATE GOVERNANCE REPORT
Compensation of corporate officers
Components of
compensation
submitted
to vote
Amounts paid
in 2024
Gross amounts granted
in respect of 2024
or corresponding
book value
Presentation
Supplementary
pension and
benefits
schemes
€43,007
In accordance with the provisions of Articles L. 311-1 and L. 311-3
of the French Social Security Code (Code de la sécurité sociale),
the Chief Executive Officer participates in supplementary pension
schemes under the conditions set out in said Code.
During his term of office, the Chief Executive Officer is covered by
the government-sponsored compulsory supplementary pension
schemes open to all the Company's managerial employees. He is
covered by the compulsory employee benefits scheme (régime
collectif obligatoire de prévoyance) open to all managerial
employees (see “Amounts paid in 2024”).
5.4.2.1.3
Components of the compensation paid to the Chairman and Chief Executive Officer
in 2024 or granted to him in respect of that year
At its meeting on 27 March 2024, the Board of Directors
acknowledged the resignation of Jean-Charles Naouri,
Chairman and Chief Executive Officer of the Company, with
effect from 27 March 2024.
Jean-Charles Naouri's compensation for 2024 until the
termination of his duties as Chairman and Chief Executive
Officer on 27 March 2024, as set out below, was decided
by the Board of Directors on 27 February 2024 on the
recommendation of the Appointments and Compensation
Committee, and approved by 99.77% at the Annual General
Meeting on 11 June 2024.
JEAN-CHARLES NAOURI, CHAIRMAN AND CHIEF EXECUTIVE OFFICE (FOR THE PERIOD FROM 1 JANUARY
TO 27 MARCH 2024)
Components of the
compensation
Amounts granted and
paid in respect of 2024
Presentation
2024 annual fixed
compensation
€199,702
Fixed compensation of €825,000 gross per annum, paid monthly
on a pro rata basis from 1 January to 27 March 2024.
Annual variable
compensation
Not applicable
The Chairman and Chief Executive Officer has waived his entitlement
to variable compensation.
Multi-annual variable
compensation
Not applicable
Exceptional
compensation
Not applicable
Long-term variable
compensation in cash
and/or in the form
of equity securities
or securities giving
access to the share
capital
Not applicable
Upon ceasing his duties as Chairman and Chief Executive Officer,
Jean‑Charles Naouri lost his entitlement to the outstanding LTI bonuses
(LTI 2021-2023 awarded in 2021, payment of which was scheduled for 2024,
LTI 2022-2024 awarded in 2022 and LTI 2023-2025 awarded in 2023),
as this compensation is performance-based and its payment is also
contingent on a continuing service requirement (it being specified
that the plan provides for specific exceptions, none of which applied
to Jean‑Charles Naouri in this case).
Directors’
compensation
€2,138
Compensation of €15,000 gross, paid on a pro rata basis after the Annual
General Meeting of 11 June 2024.
Benefits of any kind
Not applicable
Compensation for loss
of office
Not applicable
Non-compete
compensation
Not applicable
Supplementary
pension plan
Not applicable
No compensation was granted or paid to the Chief Executive Officer in respect of or during 2024 by a company included in
the scope of consolidation as defined in Article L. 233-16 of the French Commercial Code.
GROUPE CASINO – 2024 UNIVERSAL REGISTRATION DOCUMENT
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CORPORATE GOVERNANCE REPORT
Compensation of corporate officers
5.4.2.2
Components of compensation paid to non-executive corporate officers in 2024
or granted to them in respect of that year
Compensation paid in 2024 in respect of 2023 and
compensation granted in respect of 2024 (paid in June and
July 2024, and in January 2025) is as follows:
The compensation policy in respect of financial
year 2023
Compensation of Directors
Gross basic amount of €30,000 per Director, comprising
a gross fixed component of €8,500 (on a pro rata basis
for Directors who are appointed or who step down during
the year) and a gross variable component of €21,500, which
will not be reallocated in the event of non-attendance.
Gross basic amount paid to the Chairman and Chief Executive
Officer and Directors representing the majority shareholder
capped at €15,000 per Director.
Additional compensation for members
of the Specialised Committees
Audit Committee
• Gross basic amount of €20,000 per Director (a gross fixed
component of €6,500, on a pro rata basis for Directors
who are appointed or who step down during the year,
and a gross variable component of €13,500, which will not
be reallocated in the event of non-attendance).
• Additional gross compensation per member set at
€2,000 per meeting over and above six meetings in 2023,
capped at a gross amount of €10,000 per member.
Appointments and Compensation Committee and
Governance and Social Responsibility Committee
• Gross basic amount of €16,000 per Director (a gross fixed
component of €6,500, on a pro rata basis for Directors
who are appointed or who step down during the year,
and a gross variable component of €9,500, which will not
be reallocated in the event of non-attendance).
• Additional gross compensation per member set at €2,000
per meeting over and above four meetings in 2023,
capped at a gross amount of €6,000 per member.
• Additional compensation paid per independent member
of a Committee other than the Governance and Social
Responsibility Committee asked to attend meetings of
the latter held as part of the temporary assignment with
which it is entrusted in connection with the safeguard
proceedings at the parent companies, set at €2,000 per
meeting, capped at €6,000, gross.
Additional compensation for Board
Committee Chairs
An additional gross amount of €10,000 is allocated to each
Specialised Committee Chair.
Additional compensation for the Lead Director
Additional compensation of €15,000 gross.
Additional compensation for Ad Hoc Committee
members for their work in 2023.
• A purely variable additional compensation of a gross
amount of €1,500 per Ad Hoc Committee meeting,
capped at a gross amount of €16,500, with an additional
gross amount of €2,500 for the Committee Chair.
• Pursuant to the compensation approved by the General
Meeting of 11 June 2024 (9th resolution), a total gross
amount of €78,725 was distributed to the members of
this Committee in June 2024, following a uniform reduction
applied to individual amounts to ensure compliance with
the annual cap of €650,000 set by the Annual General
Meeting of 19 May 2009.
The compensation policy in respect of financial
year 2024
For the period from 1 January 2024 to 27 March 2024
The compensation policy for non-executive Directors serving
on the Board of Directors until the date of completion of the
financial restructuring, as approved by the Annual General
Meeting of 11 June 2024 (11th resolution), consists of the
renewal of the 2023 compensation policy, as detailed above.
The allocated compensation was determined on a pro rata
basis for the period from 1 January 2024 until the completion
date of the financial restructuring of Casino Group. The Board
of Directors decided that it would be paid following the
Annual General Meeting, subject to the vote of the Meeting.
For the period from 27 March 2024
to 31 December 2024
The compensation policy for non-executive Directors serving
on the Board of Directors until the date of completion of the
financial restructuring, as approved by the Annual General
Meeting of 11 June 2024 (26th resolution), is that described in
section 5.4.1.4 above, with compensation to be allocated on
a pro rata basis from the date of completion of the financial
restructuring (on a pro rata basis, i.e., nine-twelfths), excluding
compensation for additional meetings of directors serving
on Specialised Committees. The director representing
employees received compensation for his duties as a Director
under the same terms and conditions as the other Directors
on a pro rata basis from the date of his appointment.
In accordance with the Board of Directors' Internal Rules,
which were amended following the completion of the financial
restructuring, the fixed portion is payable on a half-yearly basis.
374
2024 UNIVERSAL REGISTRATION DOCUMENT – GROUPE CASINO
5
CORPORATE GOVERNANCE REPORT
Compensation of corporate officers
SUMMARY OF COMPENSATION PAID OR GRANTED IN RESPECT OF 2024 TO NON-EXECUTIVE CORPORATE
OFFICERS BY THE COMPANY FOR SERVICE AS DIRECTORS OR BY COMPANIES WITHIN ITS SCOPE
OF CONSOLIDATION AS DEFINED IN ARTICLE L. 233-16 OF THE FRENCH COMMERCIAL CODE
Total compensation paid in 2024 by the Company and the companies referred to in Article L. 233-16 of the French
Commercial Code to corporate officers other than the Chairman of the Board of Directors and the Chief Executive Officer;
and the Chairman and Chief Executive Officer until 27 March 2024 (see above) was as follows:
(Gross amounts in €)
Compensation paid in 2024
Compensation for service as a Director
for 2023
Compensation for service as a Director
for 2024
Other
compen-
sation(1)
Board Members
Committees
Total
Board Members
Committees
Total
Fixed Variable
Fixed Variable
Fixed Variable
Fixed Variable
Nathalie Andrieux
8,500
20,368
24,625
56,145
109,638
4,250
4,300
14,750
11,125
34,425
-
Pascal Clouzard(2)
-
-
-
-
-
2,125
-
5,750
-
7,875
-
Branislav Miškovič(2)
-
-
-
-
-
2,125
-
4,875
-
7,000
-
Elisabeth Sandager(2)
-
-
-
-
-
2,125
-
5,750
-
7,875
-
Athina Onassis(2)
-
-
-
-
-
2,125
-
1,625
-
3,750
-
Naliny Kerner
-
-
-
-
708
-
-
708
-
Thomas Doerane(2)
-
-
-
-
-
-
-
-
-
-
-
Thomas Piquemal(4)
3,187
6,789
2,438
9,500
21,914
-
-
-
-
-
-
Martin Plavec(2)
-
-
-
-
-
-
-
-
-
-
Maud Bailly(3)
8,500
15,842
16,500
15,500
56,342
2,125
3,225
4,125
2,375
11,850
-
Thierry Billot(3)
8,500
21,500
40,500
61,145
131,645
2,125
5,375
10,125
8,750
26,375
-
Béatrice Dumurgier(3)
8,500
16,974
5,417
37,145
68,036
2,125
1,075
-
-
3,200
-
Josseline de Clausade(3)(5)
4,250
9,618
-
-
13,868
1,062.5
2,687.5
-
-
3,750
395,989
Christiane Féral-Schuhl(3)
8,500
19,237
6,500
31,645
65,882
2,125
5,375
1,625
3,875
13,000
-
Hervé Delannoy(3)(6)
2,302
6,224
-
-
8,526
1,062.5
2,150
-
-
3,212.5
65,996
Franck Hattab(3)(7)
4,250
10,184
-
-
14,434
1,062.5
2,150
-
-
3,212.5
91,164
Virginie Grin(3)
2,656
7,961
-
-
10,577
1,062.5
2,687.5
-
-
3,750
-
Didier Lévêque(8)
1,594
2,829
-
-
4,423
-
-
-
-
-
-
Odile Muracciole(3)(9)
4,250
10,750
-
-
15,000
1,062.5
2,687.5
-
-
3,750
-
Alexis Ravalais(10)
1,948
3,960
-
-
5,908
-
-
-
-
-
1,711,641
David de Rothschild(11)
3,188
-
-
-
3,188
-
-
-
-
-
-
Frédéric Saint-Geours(3)
8,500
21,500
15,708
59,895
105,603
2,125
5,375
4,875
11,125
23,500
TOTAL
634,983
157,233
(1)
Compensation for Directors and/or other compensation and benefits of any kind paid by Casino’s controlled subsidiaries. No information provided
as this concerns Naliny Kerner, Director representing employees.
(2)
Appointed on 27 March 2024.
(3)
Resigned on 27 March 2024.
(4)
T. Piquemal – Term as Director ended 19 May 2023 (compensation calculated on a pro rata basis). Appointed Non-Voting Director on 27 March
2024 and having waived his compensation as a Non-Voting Director.
(5)
J. de Clausade – Other compensation paid in 2024 in respect of salaried work within the Group: €395,989 gross, including €169,336 gross fixed
compensation, €116,000 variable compensation and €110,654 gross other components (benefits, paid leave, employee time savings account,
notice period, benefits in kind), excluding compensation for loss of salaried work.
(6)
H. Delannoy – Other compensation paid in 2024 in respect of salaried work within the Group: €65,996 gross, including €26,554 gross fixed
compensation, €28,500 gross variable compensation and €10,941 gross other components (benefits, paid leave), excluding compensation for loss
of salaried work.
(7)
F. Hattab – Other compensation paid in 2024 in respect of salaried work within the Group: €91,164 gross, including €80,326 gross fixed
compensation (no variable compensation) and €10,838 gross other components (benefits, paid leave), excluding compensation for loss of salaried work.
(8)
D. Levêque – Term as Director ended 10 May 2023 (compensation calculated on a pro rata basis).
(9)
O. Muracciole – No compensation paid in 2024 in respect of salaried work (salaried work ended on 31 December 2023).
(10) A. Ravalais – Term ended 13 June 2023 (compensation calculated on a pro rata basis). Other compensation paid in 2024 in respect of salaried
work: €1,711,641 gross, including €161,538 gross fixed compensation, €650,000 gross variable compensation and €900,103 gross other components
(special bonus, benefits, paid leave), excluding €600,000 special bonuses and compensation for loss of salaried work.
(11)
Term ended 10 May 2023 (compensation calculated on a pro rata basis).
GROUPE CASINO – 2024 UNIVERSAL REGISTRATION DOCUMENT
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5
CORPORATE GOVERNANCE REPORT
Compensation of corporate officers
Total gross compensation paid in 2024 to the corporate
officers (including the Chairman and Chief Executive Officer
until 27 March 2024) for service as Director in respect of 2023
therefore amounted to approximately €634,983 (vs. €567,732
paid in 2023 in respect of 2022).
The variable component represents a significant proportion
of the total compensation allocated to the Directors.
The amount of individual compensation allocated for 2024
to corporate officers other than the Chairman of the Board
of Directors, the Chief Executive Officer and the Chairman
and Chief Executive Officer until 27 March 2024, in respect
of their terms of office as members of the Board of Directors
(corporate officers whose terms of office ended and those
newly appointed during the past financial year) by the
Company is as follows:
(Gross amounts in €)
Compensation awarded in respect of 2024
2024 total
Board Members
Committees
Fixed
Variable
Fixed
Variable
Nathalie Andrieux
8,500
18,121
29,500
37,500
93,621
Pascal Clouzard(1)
6,375
15,050
17,250
21,250
59,925
Branislav Miškovič(1)
6,375
15,050
14,625
26,687.5
62,737.5
Elisabeth Sandager(1)
6,375
15,050
17,250
16,250
54,925
Athina Onassis(1)
6,375
15,050
4,875
7,125
33,425
Naliny Kerner(2)
4,958
11,401.5
-
-
16,360
Thomas Doerane(1)(3)
-
-
-
-
-
Martin Plavec(1)(3)
-
-
-
-
-
Thomas Piquemal(1)(3)
-
-
-
-
-
Maud Bailly(4)
2,125
3,225
4,125
2,375
11,850
Thierry Billot(4)
2,125
5,375
10,125
8,750
26,375
Josseline de Clausade(4)
1,062.5
2,687.5
-
-
3,750
Hervé Delannoy(4)
1,062.5
2,150
-
-
3,212.5
Béatrice Dumurgier(4)
2,125
1,075
-
-
3,200
Christiane Féral-Schuhl(4)
2,125
5,375
1,625
3,875
13,000
Virginie Grin(4)
1,062.5
2,687.5
-
-
3,750
Franck Hattab(4)
1,062.5
2,150
-
-
3,212.5
Odile Muracciole(4)
1,062.5
2,687.5
-
-
3,750
Frédéric Saint-Geours(4)
2,125
5,375
4,875
11,125
23,500
TOTAL
416,593.5
(1)
Co-opted 27 March 2024.
(2)
Appointed 31 May 2024.
(3)
Waiver by the Non-Voting Directors of their compensation for 2024.
(4)
Resigned on 27 March 2024.
In accordance with the compensation policies for corporate
officers (including executive and non-executive corporate
officers, see sections 5.4.2.1.1 and 5.4.2.1.3), before and after
the completion of the financial restructuring, total gross
compensation for the 2024 financial year amounted to
approximately €568,731, of which:
• a gross amount of €122,662 allocated to corporate officers
whose terms of office ended on 27 March 2024 (paid in 2024);
• a gross amount of €446,069 allocated to the other
corporate officers (€86,708 in 2024 and €359,361 in 2025).
Other information
In accordance with Article 16 of the Company’s Articles of
Association, the duration of Directors’ appointments is set
at three years expiring at the end of the Annual General
Meeting set to approve the financial statements of the past
financial year and held in the year in which the office
expires, with exceptions when the age limit for performing
the duties of a Director is reached or in the case of temporary
appointments. In addition, in order to enable the system
of rotation to operate, Directors may be appointed for a
period of one or two years. Once they have reached the end
of their term, Directors are eligible for renewal.
Directors may be removed from office at any time by the
shareholders in General Meeting.
No corporate officer has an employment contract with the
Company.
376
2024 UNIVERSAL REGISTRATION DOCUMENT – GROUPE CASINO
5
CORPORATE GOVERNANCE REPORT
Compensation of corporate officers
5.4.2.3
Information on pay ratios and comparative trends in compensation
and performance
In accordance with the provisions of Article L. 22-10-9 of
the French Commercial Code, the following table presents
information on the changes in the compensation of
the executive corporate officers and the Company’s employees,
as well as information on the pay ratios based on the average
and median compensation of employees over the last five years.
The methodology used is based on the Afep-Medef guidelines.
The scope used to calculate the ratios includes fully consolidated
companies based in mainland France, excluding those classified
as long-term assets held for sale. The employees therefore
represent more than 99% of employees in mainland France.
The following factors are highlighted:
• the financial restructuring of the Group in 2024 was
accompanied by a change in governance with the departure
of the Chairman and Chief Executive Officer on 27 March
2024 and the separation of roles with the appointment,
on the same date, of the Chairman of the Board of
Directors and the Chief Executive Officer;
• the information for 2024 concerning the compensation of
the Chairman of the Board of Directors and the Chief
Executive Officer are presented on an annual basis for the
purposes of calculating the ratios. Changes to the
compensation of the Chairman of the Board of Directors
and the Chief Executive Officer (excluding compensation
for employees of the Company and the Group) and ratios
in 2024 compared with the previous four financial years
are not relevant due to the lack of comparable data;
• the
presentation
of
information
relating
to
the
compensation of the former Chairman and Chief Executive
Officer in respect of the 2024 financial year is not relevant
insofar as the components of his compensation paid in 2024
were limited to his fixed compensation calculated on a pro
rata basis, as well as the compensation in consideration of
his position as Chairman of the Board of Directors
calculated on a pro rata basis. The information is therefore
not comparable with the information received in respect
of the four previous financial years;
• for 2024, the scope taken into consideration for the
calculation of average and median compensation is that
of continuing operations (businesses under operational
control at 31 December 2024). Previous scopes have not
been restated and are therefore not comparable.
GROUPE CASINO – 2024 UNIVERSAL REGISTRATION DOCUMENT
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5
CORPORATE GOVERNANCE REPORT
Compensation of corporate officers
JEAN-CHARLES NAOURI (FOR THE PERIOD FROM 1 JANUARY TO 27 MARCH 2024) CHAIRMAN
AND CHIEF EXECUTIVE OFFICE
2020(1)(2)
2021(2)
2022(2)
2023(2)(3)
2024(4)
Compensation of the Chairman and Chief
Executive Officer in respect of year Y
€1,662,220
€1,204,124
€1,173,750
€1,369,068
n/a
Change in the Chairman and Chief Executive
Officer’s compensation (%)
95.5%
-27.6%
-2.5%
14.3%
n/a
INFORMATION ON THE SCOPE OF THE LISTED COMPANY
Average compensation of employees
€1,283,966
€1,633,266
€916,290
€1,063,004
€731,425
Change in the average compensation
of employees (%)
9.2%
27.2%
-43.9%
16.0%
-31.2%
Ratio relative to the average compensation
of employees
1.3
0.7
1.3
1.3
n/a
Change in the ratio compared
to the previous year (%)
85.7%
-46.2%
85.7%
0%
n/a
Ratio relative to the median compensation
of employees
1.7
0.9
1.3
2.0
n/a
INFORMATION ON THE EXTENDED SCOPE(5)
Average compensation of employees
€31,655
€32,015
€32,663
€34,836
€39,226
Change in the average compensation
of employees (%)
0.9%
1.1%
2.0%
6.7%
12.6%
Ratio relative to the average compensation
of employees
52.5
37.6
35.9
39.3
n/a
Change in the ratio compared
to the previous year (%)
93.8%
-28.4%
-4.5%
9.4%
n/a
Ratio relative to the median compensation
of employees
67.9
49.5
46.3
50.2
n/a
Change in the ratio compared
to the previous year (%)
94.6%
-27.1%
-6.4%
8.4%
n/a
Company performance(6)
Change in Group organic net sales Y-1
3.60%
7.10%
0.30%
3.90%
-3.20%
Change in organic adjusted EBITDA France
Retail + E-commerce at constant exchange
rates Y-1
0.85%
4.50%
-5.69%
-7.20%
-18.70%
(1)
Including the special bonus of €655 thousand paid in 2020 for the coordination of strategic operations in 2019.
(2)
For years prior to 2024, the scope has not been restated and includes hypermarkets/supermarkets and Codim.
(3)
The compensation paid in 2023 to corporate officers includes: fixed salary of €825 thousand, annual variable compensation of €193.07 thousand,
multi-annual variable compensation of €336 thousand, Director’s compensation of €15 thousand.
(4)
Not relevant in 2024 following the departure of the Chairman and Chief Executive Officer on 27 March 2024.
(5)
Fully consolidated companies in mainland France, including Corsica.
(6)
The change in the annual compensation of employees in year Y is compared with the Group's performance in year Y-1 as the bonus for year Y-1 is
paid in year Y.
378
2024 UNIVERSAL REGISTRATION DOCUMENT – GROUPE CASINO
5
CORPORATE GOVERNANCE REPORT
Compensation of corporate officers
LAURENT PIETRASZEWSKI (FOR THE PERIOD FROM 27 MARCH TO 31 DECEMBER 2024)
CHAIRMAN OF THE BOARD OF DIRECTORS
2020(2)
2021(2)
2022(2)
2023(2)
2024(3)
Compensation of the Chairman of the Board
of Directors in respect of year Y(1)
n/a
n/a
n/a
n/a
€200,000
Change in the compensation of the Chairman
of the Board of Directors (%)
n/a
n/a
n/a
n/a
n/a
INFORMATION ON THE SCOPE OF THE LISTED COMPANY
Average compensation of employees
€1,283,966
€1,633,266
€916,290
€1,063,004
€731,425
Change in the average compensation
of employees (%)
9.2%
27.2%
-43.9%
16.0%
-31.2%
Ratio relative to the average compensation
of employees
1.3
0.7
1.3
1.3
0.3
Change in the ratio compared
to the previous year (%)
85.7%
-46.2%
85.7%
0%
n/a
Ratio relative to the median compensation
of employees(4)
1.7
0.9
1.3
2.0
0.3
INFORMATION ON THE EXTENDED SCOPE(5)
Average compensation of employees
€31,655
€32,015
€32,663
€34,836
€39,226
Change in the average compensation
of employees (%)
0.9%
1.1%
2.0%
6.7%
12.6%
Ratio relative to the average compensation
of employees
52.5
37.6
35.9
39.3
5.1
Change in the ratio compared
to the previous year (%)
93.8%
-28.4%
-4.5%
9.4%
n/a
Ratio relative to the median compensation
of employees(6)
67.9
49.5
46.3
50.2
6.8
Change in the ratio compared
to the previous year (%)
94.6%
-27.1%
-6.4%
8.4%
n/a
Company performance(7)
Change in Group organic net sales Y-1
3.60%
7.10%
0.30%
3.90%
-3.20%
Change in organic adjusted EBITDA France +
E-commerce at constant exchange rates Y-1
0.85%
4.50%
-5.69%
-7.20%
-18.70%
(1)
Separation of the roles of Chairman of the Board of Directors and Chief Executive Officer as of 27 March 2024.
(2)
For years prior to 2024, the scope has not been restated and includes hypermarkets/supermarkets and Codim.
(3)
The Chairman of the Board of Directors was appointed on 27 March 2024. His compensation has been calculated on an annual basis for the
purposes of calculating the pay ratios.
(4)
Median compensation in 2024 for employees of the listed company: €719,152.
(5)
Fully consolidated companies in mainland France, including Corsica.
(6)
Median compensation in 2024 for all employees: €29,381.
(7)
The change in the annual compensation of employees in year Y is compared with the Group's performance in year Y-1 as the bonus for year Y-1 is
paid in year Y.
GROUPE CASINO – 2024 UNIVERSAL REGISTRATION DOCUMENT
379
5
CORPORATE GOVERNANCE REPORT
Compensation of corporate officers
PHILIPPE PALAZZI (FOR THE PERIOD FROM 27 MARCH TO 31 DECEMBER 2024)
CHIEF EXECUTIVE OFFICER
2020(2)
2021(2)
2022(2)
2023(2)
2024(3)
Compensation of the Chief Executive Officer
in year Y(1)
n/a
n/a
n/a
n/a
€867,000
Change in the compensation of the Chief
Executive Officer (%)
n/a
n/a
n/a
n/a
n/a
INFORMATION ON THE SCOPE OF THE LISTED COMPANY
Average compensation of employees
€1,283,966
€1,633,266
€916,290
€1,063,004
€731,425
Change in the average compensation
of employees (%)
9.2%
27.2%
-43.9%
16.0%
-31.2%
Ratio relative to the average compensation
of employees
1.3
0.7
1.3
1.3
1.2
Change in the ratio compared
to the previous year (%)
85.7%
-46.2%
85.7%
0%
n/a
Ratio relative to the median compensation
of employees(4)
1.7
0.9
1.3
2.0
1.2
INFORMATION ON THE EXTENDED SCOPE(5)
Average compensation of employees
€31,655
€32,015
€32,663
€34,836
€39,226
Change in the average compensation
of employees (%)
0.9%
1.1%
2.0%
6.7%
12.6%
Ratio relative to the average compensation
of employees
52.5
37.6
35.9
39.3
22.1
Change in the ratio compared
to the previous year (%)
93.8%
-28.4%
-4.5%
9.4%
n/a
Ratio relative to the median compensation
of employees(6)
67.9
49.5
46.3
50.2
29.5
Change in the ratio compared
to the previous year (%)
94.6%
-27.1%
-6.4%
8.4%
n/a
Company performance(7)
Change in Group organic net sales Y-1
3.60%
7.10%
0.30%
3.90%
-3.20%
Change in organic adjusted EBITDA France +
E-commerce at constant exchange rates Y-1
0.85%
4.50%
-5.69%
-7.20%
-18.70%
(1)
Separation of the roles of Chairman of the Board of Directors and Chief Executive Officer as from 27 March 2024.
(2)
For years prior to 2024, the scope has not been restated and includes hypermarkets/supermarkets and Codim.
(3)
The Chief Executive Officer was appointed on 27 March 2024. His compensation has been calculated on an annual basis for the purposes of
calculating the pay ratios (compensation data: fixed salary of €825 thousand and benefits in kind of €42 thousand).
(4)
Median compensation in 2024 for employees of the listed company: €719,152.
(5)
Fully consolidated companies in mainland France, including Corsica.
(6)
Median compensation in 2024 for all employees: €29,381.
(7)
The change in the annual compensation of employees in year Y is compared with the Group's performance in year Y-1 as the bonus for year Y-1 is
paid in year Y.
5.4.2.4
Compensation of Non-Voting Directors
Under the authorisation granted by the Annual General
Meeting of 11 June 2024, the Board of Directors decided
to allocate to the Non-Voting Directors, for the 2024 financial
year, compensation on a pro rata basis, deducted from
the total amount allocated to the members of the Board of
Directors for each financial year, set at €650,000 by the
Annual General Meeting of 19 May 2009.
The Non-Voting Directors decided to waive the payment of
compensation for 2024.
380
2024 UNIVERSAL REGISTRATION DOCUMENT – GROUPE CASINO
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CORPORATE GOVERNANCE REPORT
Implementation of the Afep-Medef Code recommendations
5.5
IMPLEMENTATION OF THE AFEP-MEDEF CODE
RECOMMENDATIONS
The Company aims to implement each of the recommendations of the Afep-Medef Code. In accordance with the “comply or
explain” rule provided for in Article 28.1 of the Afep-Medef Code revised in December 2022, the recommendations that could
not be fully implemented in 2024 are presented below:
Provision of the Afep-Medef Code that the Company has not
complied with
Explanation
Selecting new Directors (section 18.2.1 of the Afep-Medef Code
on the selection of new Directors by the Appointments and
Compensation Committee)
“This committee is responsible for submitting proposals to the
Board after reviewing in detail all of the factors to be taken
into account in its proceedings, in particular with regard to the
make-up and changes in the corporation’s shareholding
structure, in order to arrive at a desirable balance in the
membership of the Board (...) In particular, it should organise a
procedure for the nomination of future independent directors
and perform its own review of potential candidates before the
latter are approached in any way.”
The governance and composition of the Board of Directors
were changed on 27 March 2024 in accordance with the terms
of the Accelerated Safeguard Plan approved by the Paris
Commercial Court on 26 February 2024 and the provisions
of the shareholders' agreement signed by the members of
the Consortium on 18 March 2024 (see section 5.2.1.2). As a result,
the usual selection process for new Directors by the Appointments
and Compensation Committee could not be carried out.
Determination of multi-year strategic directions for corporate
social and environmental responsibility (sections 5.1 and 5.3 of
the Afep-Medef Code)
“5.1. On the proposal of Management, the Board of Directors
determines multi-year strategic directions for corporate social
and environmental responsibility.”
“5.3. On climate-related issues, this strategy is accompanied by
precise objectives defined for different time frames.”
The “Renouveau 2028” strategic plan was adopted in November
2024. The strategic levers for profitable and responsible growth
have been defined and include corporate social and environmental
responsibility objectives by 2030, including climate-related
targets. Given the Group’s significant transformation and changes
in its scope and workforce, the process of setting multi-year
objectives continues and is expected to be finalised in 2025.
Long-term compensation plans for executive corporate officers
(section 26.3.3 of the Afep-Medef Code)
“General principles
(...) These plans, the award of which must be proportionate to
the annual fixed and variable compensation components
must provide for demanding performance conditions to be
fulfilled over a period of several consecutive years.”
The LTI 2025-2028 performance share plan, subject to the fulfilment
of performance conditions and the executive corporate officer’s
continuing service, provides for a share acquisition scheme
based on annual tranches rather than a single acquisition at the
end of the four-year performance period (see section 5.4.1.3).
This plan supersedes and maintains the annual vesting structure
of the LTI plan initially planned over three years in the 2024
compensation policy for the Chief Executive Office, which was not
awarded. It has been extended by one additional performance
year to align its duration with that of the Group's “Renouveau
2028” strategic plan.
Each year of the “Renouveau 2028” plan represents an essential
stage in the Group's recovery, transformation and future refinancing.
The achievement of performance targets for each financial year
aligns with the Company’s corporate interests and the interests
of all stakeholders. The acquisition of shares in annual tranches
serves as an additional incentive for Management. A commitment
to hold the vested shares has been established until the end of
the executive corporate officer's term of office.
5.6
INFORMATION ON THE AGREEMENTS MENTIONED
IN ARTICLE L. 225-37-4, PARAGRAPH 2,
OF THE FRENCH COMMERCIAL CODE
To the knowledge of the Board of Directors, no agreements were made in 2024, directly or through an intermediary, between,
on the one hand, any corporate officers or any shareholders owning or holding a number of votes greater than 10% of a
company and, on the other hand, any other company of which the first company owns or holds, either directly or indirectly,
more than half the share capital, except for agreements relating to routine operations or transactions and made on arm’s
length terms and conditions.
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CORPORATE GOVERNANCE REPORT
Other information
5.7
FACTORS LIKELY TO HAVE AN IMPACT IN THE EVENT
OF A PUBLIC OFFER
Information on the Company’s capital structure and significant
direct or indirect interests in its share capital known by
the Company by virtue of Articles L. 233-7 and L. 233-12
of the French Commercial Code is provided in section 6.4.2
of the 2024 Universal Registration Document. The Company
is controlled by France Retail Holdings S.à.r.l.
A shareholders’ agreement was entered into between the
shareholders of France Retail Holding S.à.r.l., the main
provisions of which (as set out in AMF decision 224C0462 of
28 March 2024) are also described in section 6.4.2 of this
2024 Universal Registration Document.
The Articles of Association contain no restrictions on voting
rights or the transfer of shares. There are no agreements
known to the Company by virtue of Article L. 233-11 of the
French Commercial Code that provide for pre-emption rights
with respect to the sale or purchase of the Company's shares.
The Company has not issued any securities conferring
special control rights. There are no control mechanisms set
out in any employee share schemes where the control
rights are not exercised directly by the employees.
The rules governing the appointment and replacement of
Board members and amendment of the Articles of Association
are described in Chapter 7 of this 2024 Universal Registration
Document.
The powers of the Board of Directors are described in section
5.2.2.1. The authority granted to the Board of Directors to
issue shares are described in section 6.4.1 of this Universal
Registration Document and the Board’s powers to buy
back shares are described in section 6.3.1.
Certain of the Group's financing agreements contain
clauses that may be triggered in the event of a change of
control of the Company.
The consequences of a change of control on debt are as follows:
• the documentation relating to the reinstated TL and the
reinstated RCF provides for the event of a change of
control defined, identically in both agreements, as being
when (i) Daniel Křetínský (or, provided that there is no
material change (which cannot be justified) in Casino's
management, his heirs or the holding companies controlled
by Daniel Křetínský or his heirs) ceases to hold the majority
of the voting rights of France Retail Holding S.à.r.l. or ceases
to hold the right to appoint/revoke the majority of the
managers of France Retail Holding S.à.r.l., or (ii) France
Retail Holding S.à.r.l. ceases to directly hold more than
45% of Casino's share capital or more than 50% of Casino's
voting rights;
• in the event of a change of control, each lender under
the reinstated RCF or the reinstated TL may request the
repayment of their interest in the reinstated RCF and/or
the reinstated TL, as the case may be, (with, in the case of
the reinstated RCF, the cancellation of their commitment
to make funds available for the future);
• the documentation relating to operating financing at the
level of Casino subsidiaries – syndicated loans, bilateral credit
lines, factoring, reverse factoring, overdrafts, export lines,
etc. – also contains the usual change of control clauses.
The change of control clauses in these documents all include
at a minimum the change of control clause applicable to
the reinstated RCF (described above), to which is added a
change of control linked to the ownership of the subsidiary
concerned (having subscribed to said operating financing)
by the Company or by one or more Casino subsidiaries.
The Chief Executive Officer, a member of the Board of Directors,
is entitled to compensation in the event of termination of
his duties as an executive corporate officer, as described
in sections 5.4.1.3 and 5.4.2.1.2. There are no agreements
between the Company and its employees providing
for compensation if they are made redundant without valid
reason, or if their employment ceases because of a takeover bid.
5.8
OTHER INFORMATION
The provisions of the Articles of Association relating to
shareholder participation at Annual General Meetings are
set forth in Chapter 7 of the 2024 Universal Registration
Document. The table showing outstanding delegations
of authority granted at the Annual General Meeting with
respect to capital increases is presented in Chapter 6 of
the 2024 Universal Registration Document. A description of
the key features of the internal control and risk management
systems as part of the financial reporting process is provided
in Chapter 4 of this Universal Registration Document.
382
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GROUPE CASINO – 2024 UNIVERSAL REGISTRATION DOCUMENT
383
6
CASINO AND ITS
SHAREHOLDERS
6.1
The market for Casino securities
384
6.1.1
Casino, Guichard-Perrachon –
parent company
384
6.1.2
Other listed companies
385
6.2
Dividend
386
6.3
Share buyback programme
386
6.3.1
Authorised share buyback programme
386
6.3.2
Share buyback programme submitted
to the Annual General Meeting
for approval
389
6.4
Share capital and share ownership
390
6.4.1
Changes in share capital
390
6.4.2
Changes in share ownership
396
6.5
Share grants
409
6.6
Financial reporting
411
384
2024 UNIVERSAL REGISTRATION DOCUMENT – GROUPE CASINO
6
CASINO AND ITS SHAREHOLDERS
The market for Casino securities
6.1
THE MARKET FOR CASINO SECURITIES
6.1.1
Casino, Guichard-Perrachon – parent company
The Company’s shares (ISIN code FR001400OKR3) are
admitted for trading on Euronext Paris and are eligible for
the Deferred Settlement Service.
The Company carried out various debt issues rated by Fitch
Ratings as part of its financial restructuring and in accordance
with its Accelerated Safeguard Plan, which is described in
the foreword to this document:
• secured notes (high-yield notes issued by its subsidiary
Quatrim) which are listed in Luxembourg;
• a term loan (“Term Loan B”); and
• unsecured notes (high-yield notes, EMTNs) which are listed
in Luxembourg.
Since the financial restructuring, the Company has the
following loans which have been reinstated and are rated
by Fitch Ratings:
• reinstated secured notes (Quatrim HY Notes); and
• a reinstated term loan (“Term Loan”).
The unsecured notes (high yield notes, EMTNs) were
converted into equity as part of the financial restructuring.
Ratings assigned to the Company and its reinstated debt instruments are as follows:
Fitch Ratings
Casino, Guichard-Perrachon
CCC+ since 16 April 2024 (previously restricted default
since 29 August 2023)
Reinstated secured notes (reinstated Quatrim HY Notes)
B+ since 16 April 2024
Reinstated term loan (the reinstated Term Loan)
CCC- since 16 April 2024
Casino set up a sponsored level 1 American Depositary Receipt (ADR) programme in the United States. Deutsche Bank Trust
Company Americas, in its capacity as the depository bank for the ADR programme, announced on 18 September 2024 that it
was terminating the depository agreement with effect from 18 November 2024.
SHARE PRICES AND TRADING VOLUMES OVER THE PAST 18 MONTHS (SOURCE: EURONEXT PARIS)
High and low prices
Number of
shares traded
Amount traded
High
(€)
Low
(€)
(thousands)
(€ millions)
2023
August
3.82
2.31
26,143
78
September
3.04
1.34
33,266
66
October
1.46
0.83
22,398
26
November
1.15
0.63
18,224
16
December
0.86
0.55
28,387
26
2024
January
0.79
0.51
16,198
10
February
0.80
0.38
17,019
10
March
0.68
0.03
234,455
24
April
0.05
0.03
559,894
19
May
0.04
0.03
944,298
35
June
4.08
3.08
137,974
18
July
4.17
3.40
4,043
15
August
3.92
3.22
2,891
10
September
3.56
2.91
1,863
6
October
3.08
2.16
2,510
6
November
2.26
1.07
12,141
19
December
1.46
1.00
10,505
12
2025
January
1.21
0.90
5,829
6
GROUPE CASINO – 2024 UNIVERSAL REGISTRATION DOCUMENT
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6
CASINO AND ITS SHAREHOLDERS
The market for Casino securities
FIVE-YEAR STOCK MARKET PERFORMANCE
2020
2021
2022
2023
2024(2)
Share price (€)(1)
high
42.85
29.90
24.36
12.17
4.17
low
19.04
19.49
7.32
0.55
0.03
31 December (closing price)
25.19
23.15
9.76
0.78
1.09
Market capitalisation at 31 December
(€ millions)
2,731
2,510
1,058
85
439
(1)
Source: Euronext Paris.
(2)
After the financial restructuring, i.e., from 28 March 2024 to 31 December 2024.
6.1.2
Other listed companies
The market capitalisations of the major listed companies provided below are based on Bloomberg data.
Cnova N.V. – Netherlands
The Company’s shares have been traded on Euronext Paris since 23 January 2015.
Euronext Paris
2020
2021
2022
2023
2024
Closing price (€)
high
3.50
12.50
7.36
4.60
3.90
low
2.22
3.18
2.90
1.20
0.10
31 December (closing price on 30
December)
3.00
6.90
3.09
2.24
0.151
Market capitalisation at 31 December
(€ millions)
1,036
2,382
1,067
773
52
The company’s shares were admitted for trading on Nasdaq (New York) from 20 November 2014 to 3 March 2017, when they
were delisted. Since 30 November 2023, Casino Group has held 98.8% of the capital of Cnova N.V., directly and through wholly
owned subsidiaries.
Companhia Brasileira de Distribuição (GPA) – Brazil
At 31 December 2023, Casino Group held 41% of Companhia Brasileira de Distribuição (GPA) listed on the Novo Mercado.
Following GPA's capital increase of BRL 704 million (around €130 million) on 14 March 2024, Casino Group lost control of GPA
and has held 22.5% of GPA's capital since that date.
2020
2021(2)
2022
2023(3)
2024
Closing price (BRL)(1)
high
94.50
90.33
25.80
22.69
5.56
low
55.00
21.35
15.06
3.25
2.18
31 December (closing price)
75.05
21.73
16.52
4.06
2.55
Market capitalisation at 31 December
(BRL millions)(1)
20,140
5,854
4,463
1,097
1,250
Market capitalisation at 31 December
(€ millions)(1)
3,160
923
790
204
195
(1)
Source: Bloomberg, Factset.
(2)
The 2021 figures take into account the spin-off of Brazilian operations (GPA and Assaí) and the listing of Assaí on 1 March 2021.
(3)
The 2023 figures take into account the spin-off of GPA and Grupo Éxito and the separate listing of GPA and Grupo Éxito’s Brazillian Depository Receipts
(BDR) on 23 August 2023.
Casino Group sold its entire direct and indirect stake in Almacenes Éxito (Groupo Éxito) as part of the public offer launched
by the Calleja group. At 24 January 2024, Casino Group no longer held any shares in Almacenes Éxito (listed company in Colombia).
386
2024 UNIVERSAL REGISTRATION DOCUMENT – GROUPE CASINO
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CASINO AND ITS SHAREHOLDERS
Dividend
6.2
DIVIDEND
No dividend has been paid for the past five years (2019 to 2023).
By law, any dividends which have not been claimed within
five years of their payment date will lapse and become the
property of the French State, in accordance with Articles
L. 1126-1 and L. 1126-2 of the French Public Property Code
(Code général de la propriété des personnes publiques).
Dividend distributions and other payments to Casino
shareholders will not be permitted (subject to customary
exceptions for this type of financing) for two years following
the date of the financial restructuring. From the end of the
second year, dividend distribution is permitted subject
to the absence of any persistent default (or one resulting
from said distribution) and a Total Net Leverage Ratio not
to exceed 3.50x.
6.3
SHARE BUYBACK PROGRAMME
6.3.1
Authorised share buyback programme
The Ordinary General Meeting of 11 June 2024 authorised
the Board of Directors to buy back, or to order the buyback
of, Company shares as provided in Articles L. 22-10-62 et seq.
of the French Commercial Code (Code de commerce),
Articles 241-1 to 241-7 of the General Regulations of France’s
securities regulator (Autorité des marchés financiers – AMF)
and European Union regulations on market abuse (particularly
Regulation (EU) No. 596/2014 of 16 April 2014), notably in order:
• to ensure the liquidity of and make a market for the
Company’s shares through an investment services provider
acting independently in the name and on behalf of the
Company, under the terms of a liquidity agreement that
complies with a Code of Conduct recognised by the AMF;
• to implement any Company stock option plan under
Articles L. 22-10-56 et seq. of the French Commercial Code,
any savings plan pursuant to Articles L. 3332-1 et seq.
of the French Labour Code (Code du travail), or any grant
of free shares made under Articles L. 22-10-59, L. 22‑10-60
and L. 225-197-1 of the French Commercial Code, or any
other share-based compensation mechanism;
• to deliver shares in connection with the exercise of rights
attached to securities giving access to Company shares by
way of redemption, conversion, exchange or on presentation
of a warrant or a debt security convertible or exchangeable
for shares, or otherwise;
• to hold shares for later use as payment or consideration in
the context of or following any external growth transactions;
• to cancel all or some of these shares in order to optimise
earnings per share through a capital reduction under the
conditions provided for by law;
• to implement any future market practice authorised by
the AMF and, generally, carry out any transaction that
complies with the applicable regulations.
These shares may be acquired, sold, transferred, or exchanged
by any method and, in particular, on regulated markets or
over the counter, including via block trades. These methods
include the use of any derivative financial instrument traded
on a regulated or OTC market and the implementation of
option-based strategies under the conditions authorised
by the relevant financial markets regulator, provided said
methods do not cause a significant increase in the price
volatility of the shares. The shares may also be loaned,
pursuant to Articles L. 211-22 et seq. of the French Monetary
and Financial Code (Code monétaire et financier).
The share buyback price shall not exceed €8 (excluding
transaction costs) for each share with a par value of €0.01
(this price takes into account reverse stock splits and capital
reductions).
This authorisation may only be used in respect of a number
of shares no greater than 10% of the Company's capital as
of the date this authorisation is used, it being specified that
whenever the Company's shares are purchased in connection
with a liquidity agreement, the number of shares used
to calculate the aforementioned 10% limit will correspond to
the number of shares purchased less the number of shares
sold during the authorisation period under the terms of
the liquidity agreement. However, the number of shares
purchased by the Company and intended to be held and
subsequently used as payment or consideration in the context
of an external growth transaction may not exceed 5% of the
share capital. The acquisitions made by the Company shall
not at any time or under any circumstance result in the
Company holding more than 10% of the shares constituting
its share capital.
GROUPE CASINO – 2024 UNIVERSAL REGISTRATION DOCUMENT
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6
CASINO AND ITS SHAREHOLDERS
Share buyback programme
In the event of a public tender offer for the shares or other
securities issued by the Company, the Company may only use
this authorisation for the purpose of meeting securities delivery
commitments, notably in the context of free share plans, or
strategic transactions, initiated and announced prior to the
launch of said public tender offer.
This authorisation was not used in 2024.
The transactions carried out 2024 in connection with the
liquidity agreement and to cover free share plans (see below)
were carried out using the authorisation granted by the
Ordinary General Meeting of 10 May 2023.
Transactions completed in 2024 and until 31 January 2025
Liquidity agreement
During the 2024 financial year, transactions were carried
out under the liquidity agreement. The agreement, entered
into by the Company with Rothschild Martin Maurel on
24 January 2019, complies with the Code of Conduct of the
French financial markets association (Association française
des marchés financiers – AMAFI), approved by the AMF in
a decision dated 1 October 2008.
At 31 December 2023, the liquidity account held: 440,000
shares and €14.5 million.
From 1 January 2024 to 10 June 2024, a total of 5,380,931
shares were purchased at an average price of €0.376 per share
and 3,945,931 shares were sold at an average price of €0.477
per share. The liquidity agreement with Rothschild Martin
Maurel was suspended by the Company on 11 June 2024.
On 10 June 2024, the liquidity account held: 1,875,000 shares
and €14,313,545.45. The number of shares was reduced
to 18,750 as a result of the reverse stock split carried out on
14 June 2024 (see section 6.4.1 below). These shares were
included at 31 December 2024.
No shares were bought back between 1 January 2025 and
31 January 2025.
At 31 January 2025, the liquidity account held: 18,750 shares
and €14,313,545.45.
On 10 February 2024, the Company terminated its contract
with Rothschild Martin Maurel.
In 2025, Casino mandated BNP Paribas Financial Markets
to implement a new liquidity agreement to ensure a wide
market and regular quotations for its shares. The agreement
complies with the Code of Conduct of the French financial
markets association (Association française des marchés
financiers – AMAFI) approved by the AMF on 1 October 2008.
This contract was signed on 12 February 2025 and came
into effect on 3 March 2025. On the date of signature of the
contract, €1.5 million in cash was held in the liquidity
contract along with 18,750 shares.
Other stock transactions
In 2024, the Company purchased 611,200 shares at an average
price of €0.0392 per share through a service provider acting
on behalf of the Company at an arm’s length basis.
No shares were bought back between 1 January 2025 and
31 January 2025.
The Annual General Meeting of 11 June 2024 authorised the
Board of Directors to reduce the share capital by cancelling
shares bought back by the Company, by 24-month periods.
The Board of Directors did not cancel any shares in 2024.
Over the 24-month period beginning 31 January 2023 and
ending 31 January 2025, the Board of Directors did not
cancel any shares.
388
2024 UNIVERSAL REGISTRATION DOCUMENT – GROUPE CASINO
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CASINO AND ITS SHAREHOLDERS
Share buyback programme
Summary of stock transactions
The table below shows details of treasury shares bought and sold between 1 January 2024 and 31 December 2024, specifying
the transactions completed before and after the reverse stock split carried out on 14 June 2024, and between 1 January 2025
and 31 January 2025, together with the number of treasury shares held by the Company:
Number of shares
% of share capital
represented by the total
number of shares
Number of shares held at 31 December 2023
444,522
0.41
From 1 January 2024 to 14 June 2024
Shares purchased under the liquidity agreement
5,380,931
Shares sold under the liquidity agreement
(3,945,931)
Shares purchased
611,200
Shares sold
0
Shares cancelled
Free shares granted
(8,719)
From 14 June 2024(1)
24,819
0.01
Shares purchased under the liquidity agreement
0
Shares sold under the liquidity agreement
0
Shares purchased
0
Shares sold
0
Shares cancelled
0
Free shares granted
(281)
Number of shares held at 31 December 2024
24,538
0.01
Shares purchased under the liquidity agreement
0
Shares sold under the liquidity agreement
0
Shares purchased
0
Shares sold
0
Shares cancelled
0
Free shares granted
0
NUMBER OF SHARES HELD AT 31 JANUARY 2025
24,538
0.01
(1)
As part of the Accelerated Safeguard Plan approved by the Paris Commercial Court on 26 February 2024, on 14 June 2024 (i) a reverse stock split
was carried out, through the exchange of 100 existing shares with a par value of €0.01 for one new share with a par value of €1, and (ii) the share
capital was reduced by reducing the par value of each share from €1.00 to €0.01 (see 6.4.1 below). The number of shares held by the Company has
been adjusted accordingly. At 14 June 2024, the Company held 24,819 shares with a par value of €0.01 each.
At 31 December 2024, the Company owned 24,538 shares
with a par value of €0.01. Based on the closing price at
31 December 2024 (€1.0944), their market value totalled
€26,854.39.
Treasury shares are allocated for the following purposes:
• 18,750 shares to the liquidity agreement, which was
suspended on 11 June 2024;
• 5,788 shares to cover stock option plans, share ownership
plans or share grant plans.
At 31 January 2025, the Company owned 24,538 shares with
a par value of €0.01. Based on the closing price at 31 January 2025
(€0.9665), their market value totalled €23,715.98.
Treasury shares are allocated for the following purposes:
• 18,750 shares to the liquidity agreement;
• 5,788 shares to cover stock option plans, share ownership
plans or share grant plans.
On 31 December 2024, Germinal SNC, an indirectly controlled
wholly owned company, held nine ordinary shares (previously
928 shares before the reverse stock split carried out on
14 June 2024).
GROUPE CASINO – 2024 UNIVERSAL REGISTRATION DOCUMENT
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6
CASINO AND ITS SHAREHOLDERS
Share buyback programme
6.3.2
Share buyback programme submitted to the Annual General
Meeting for approval
The Annual General Meeting of 30 April 2025 will be asked
to renew the authorisation granted to the Board of Directors
to buy back, or order the buyback, of Company shares as
provided in Articles L. 22-10-62 et seq. of the French
Commercial Code, Articles 241-1 to 241-7 of the AMF General
Regulations and European Union legislation on market
abuse (particularly Regulation [EU] No. 596/2014 of 16 April
2014), notably in order:
• to ensure the liquidity of and make a market for the
Company’s shares through an investment services provider
acting independently in the name and on behalf of the
Company, under the terms of a liquidity agreement that
complies with a Code of Conduct recognised by the AMF;
• to implement any Company stock option plan under
Articles L. 22-10-56 et seq. of the French Commercial Code,
any savings plan pursuant to Articles L. 3332-1 et seq. of
the French Labour Code (Code du travail), or any grant of
free shares made under Articles L. 22-10-59, L. 22-10-60
and L. 225-197-1 of the French Commercial Code, or any
other share-based compensation mechanism;
• to deliver shares in connection with the exercise of rights
attached to securities giving access to Company shares
by way of redemption, conversion, exchange or on
presentation of a warrant or a debt security convertible
or exchangeable for shares, or otherwise;
• to hold shares for later use as payment or consideration in
the context of or following any external growth transactions;
• to cancel all or some of these shares in order to optimise
earnings per share through a capital reduction under the
conditions provided for by law;
• to implement any future market practice authorised by
the AMF and, generally, carry out any transaction that
complies with the applicable regulations.
These shares may be acquired, sold, transferred, or
exchanged by any method and, in particular, on regulated
markets or over the counter, including via block trades.
These methods include the use of any derivative financial
instrument traded on a regulated or OTC market and
the implementation of option-based strategies under
the conditions authorised by the relevant financial markets
regulator, provided said methods do not cause a significant
increase in the price volatility of the shares. The shares may
also be loaned, pursuant to Articles L. 211-22 et seq. of
the French Monetary and Financial Code (Code monétaire
et financier).
The share buyback price may not exceed €8.00 (excluding
transaction costs) for each share with a par value of €0.01.
This authorisation may only be used in respect of a number
of shares no greater than 10% of the share capital as of the
date this authorisation is used, it being specified that
whenever the Company’s shares are purchased in connection
with a liquidity agreement, the number of shares used
to calculate the aforementioned 10% limit will correspond to
the number of shares purchased less the number of shares
sold during the authorisation period under the terms of the
liquidity agreement. However, the number of shares purchased
by the Company and intended to be held and subsequently
used as payment or consideration in the context of an external
growth transaction may not exceed 5% of the share capital.
The acquisitions made by the Company shall not at any time
or under any circumstance result in the Company holding
more than 10% of the shares constituting the share capital.
This authorisation is granted to the Board of Directors for
18 months. It supersedes the authorisation previously granted
by the 29th resolution of the Ordinary General Meeting
of 11 June 2024.
In the event of a public tender offer for the shares or other
securities issued by the Company, the Company may only
use this authorisation for the purpose of meeting securities
delivery commitments, notably in the context of free share
plans, or strategic transactions, initiated and announced
prior to the launch of said public tender offer.
390
2024 UNIVERSAL REGISTRATION DOCUMENT – GROUPE CASINO
6
CASINO AND ITS SHAREHOLDERS
Share capital and share ownership
6.4
SHARE CAPITAL AND SHARE OWNERSHIP
6.4.1
Changes in share capital
At 31 December 2024, the share capital amounted to €4,009,397.13 divided into 400,939,713 shares with a par value of
€0.01 each. This was unchanged at 31 January 2025.
Changes in share capital over the past three years
From 1 January 2022
to 31 December 2024
Number of shares
issued/cancelled
Increase/(decrease)
in share capital
(€)
Successive
amounts of
the share
capital
(€)
Total number
of shares
in issue
Par value
Premium
2022
-
-
-
-
165,892,131.90
108,426,230
2023
-
-
-
-
165,892,131.90
108,426,230
2024
Capital reduction no. 1
Reduction in the par
value of shares from €1.53
to €0.01
(164,807,869.60)
-
1,084,262.30
108,426,230
Capital increase by offsetting
receivables, reserved
for secured creditors
9,112,583,408
91,125,834.08
1,447,078,245.9
92,210,096.38
9,221,009,638
Capital increase by capitalising
debt, reserved for bondholders
706,989,066 shares to
which share warrants are
attached (706,989,066 #3
Share Warrants created)
7,069,890.66
2,278,342,964.09
99,279,987.04
9,927,998,104
Capital increase by offsetting
receivables, reserved
for TSSDI holders
146,421,410
1,464,214.10
1,383,199,133.85
100,744,201.14
10,074,420,114
Capital increase, without
pre-emptive subscription
rights, reserved for France
Retail Holdings
21,264,367,816
212,643,678.16
712,356,321.834
313,387,879.30
31,338,787,930
Capital increase, without
pre-emptive subscription rights,
reserved for secured creditors,
bondholders and TSSDI holders
who participated in the
Backstopped Capital Increase
5,965,292,805
59,652,928.05
215,347,071.92
373,040,807.35
37,304,080,735
Exercise of #2 Share Warrants
until 5 May 2024 (inclusive)
502,655,664
5,026,556.64
(4,980,211.79)
378,067,363.99
37,806,736,399
Exercise of Additional Equity
Share Warrants until
5 May 2024 (inclusive)
1,767,308,030
17,673,080.30
-
395,740,444.29
39,574,044,429
Reverse stock split completed
on 14 June 2024
Exchange of 100 shares
with a par value of €0.01
for one (1) new share with
a par value of €1
-
-
395,740,444
395,740,444
Capital reduction no. 2
on 14 June 2024
Reduction in the par
value of one share from
€1.00 to €0.01
(391,783,039.56)
-
3,957,404.44
395,740,444
Exercise of Additional Equity
Share Warrants from 18 June
2024 (inclusive) to 27 June 2024
(inclusive)
4,802,833
48,028.33
-
4,005,432.77
400,543,277
Exercise of #2 Share Warrants
from 18 June 2024 (inclusive)
to 27 June 2024 (inclusive)
396,436
3,964.36
(309.22)
4,009,397.13
400,939,713
No capital transaction occurred from 1 January 2025 to 31 January 2025.
GROUPE CASINO – 2024 UNIVERSAL REGISTRATION DOCUMENT
391
6
CASINO AND ITS SHAREHOLDERS
Share capital and share ownership
It should be noted that the capital transactions provided for in the Accelerated Safeguard Plan approved by the Paris
Commercial Court on 26 February 2024 described in Chapter 1 were implemented during the 2024 financial year (see also
“Impact of the financial restructuring” below).
Impact of the financial restructuring
On 11 January 2024, the Company’s shareholder class,
meeting as members of a class of affected parties, approved
the Accelerated Safeguard Plan (as set out in Chapter 1)
incorporating the terms of the financial restructuring.
The approval of the Accelerated Safeguard Plan carried with
it shareholder class approval of all the resolutions included
in Appendix 15 to the Accelerated Safeguard Plan.
These resolutions provided for authorisations and delegations
of powers to the Board of Directors for the purpose of carrying
out capital increases and other share capital transactions,
as described in Appendix 15 to the Accelerated Safeguard
Plan and which were utilised as follows:
Transactions
Maximum nominal amount
Terms and
conditions
Authorisation
date and
resolution
number
Duration
and Expiry
Capital reduction due to losses via a
decrease in the par value of the shares
€164,807,869.60
Use:
€164,807,869.60
Decrease in the
par value of each
share from €1.53
to €0.01
11 January
2024
(1st resolution)
6 months
10 July 2024
Capital increase in cash, to be paid up
by offsetting receivables, by issuing new
ordinary shares in the Company, without
pre-emptive subscription rights for existing
shareholders, in favour of the creditors
under the Residual Secured Loans or,
where applicable, their respective
Affiliate(s), such Affiliates constituting
a category of persons meeting specified
characteristics
€91,169,536.95
Use:
€91,125,834.08 through the issue
of 9,112,583,408 shares with a par
value of €0.01 each, at an issue
price of €0.1688 (including share
premium), i.e., an amount of
€1,538,204,079.27 including
share premium.
Without PE*
11 January
2024
(2nd resolution)
6 months
10 July 2024
Capital increase in cash, to be paid up
by offsetting receivables, by issuing
new ordinary shares in the Company,
with warrants attached and without
pre‑emptive subscription rights for existing
shareholders, in favour of the creditors
under the Notes (Noteholders) or,
where applicable, their respective
Affiliate(s), such Affiliates constituting
a category of persons meeting
specified characteristics
€7,070,600.73
Use:
€7,069,890.66 through the issue
of 706,989,066 Additional Equity
Share Warrants with a par value
of €0.01 each, at an issue price
of €3.2326 per Additional Equity
Share Warrant (including share
premium), i.e., an amount of
€2,285,412,854.75 including share
premium (issue of 706,989,066 #3
Share Warrants)
Without PE*
11 January
2024
(3rd resolution)
6 months
10 July 2024
Capital increase in cash, to be paid up
by offsetting receivables, by issuing new
ordinary shares in the Company, without
pre-emptive subscription rights for existing
shareholders in favour of the creditors
under the TSSDI notes (TSSDI Holders)
or, where applicable, their respective
Affiliate(s), such Affiliates constituting
a category of persons meeting
specified characteristics
€1,464,360.48
Use:
€1,464,214.10 through the issue
of 146,421,410 shares with a par
value of €0.01 each, at an issue
price of €9.4567 (including
share premium), i.e., an amount
of €1,384,663,347.95 including
share premium.
Without PE*
11 January
2024
(4th resolution)
6 months
10 July 2024
Capital increase in cash by issuing new
ordinary shares in the Company, without
pre-emptive subscription rights for existing
shareholders in favour of France Retail
Holdings S.à.r.l.
€212,643,678.16
Use:
€212,643,678.16 through the issue
of 21,264,367,816 shares with a par
value of €0.01 each at an issue
price of €0.0435 (including share
premium), i.e., an amount
of €925,000,000 including
share premium.
Without PE*
11 January
2024
(5th resolution)
6 months
10 July 2024
392
2024 UNIVERSAL REGISTRATION DOCUMENT – GROUPE CASINO
6
CASINO AND ITS SHAREHOLDERS
Share capital and share ownership
Transactions
Maximum nominal amount
Terms and
conditions
Authorisation
date and
resolution
number
Duration
and Expiry
Capital increase by issuing new ordinary
shares in the Company, without
pre‑emptive subscription rights in favour
of the Secured Creditors, the Noteholders
and the TSSDI Holders who participated
in the Backstopped Capital Increase
in accordance with the Lock-Up
Agreement and the Guarantors or,
where applicable, their respective
Affiliate(s), such Affiliates constituting
a category of persons meeting
specified characteristics
€59,652,928.41
Use:
€59,652,928.05 through the issue
of 5,965,292,805 shares at a price
of €0.0461 (including share
premium) per share, i.e., an
amount of €274,999,999.97
including share premium
Without PE*
11 January
2024
(6th resolution)
6 months
10 July 2024
Capital increase by issuing share
warrants carrying rights to new shares
of the Company, without pre-emptive
subscription rights for existing
shareholders in favour of the Noteholders
or, where applicable, their respective
Affiliate(s), such Affiliates constituting
a category of persons meeting
specified characteristics
€10,830,255.21
Use:
Allocation of 706,989,066 #3 Share
Warrants giving the right
to a maximum total number
of 10,604,835 new ordinary shares
(post-reverse stock split
completed on 14 June 2024)
corresponding to a capital
increase of a maximum nominal
amount equal to €106,048.35
Without PE*
11 January
2024
(3rd resolution)
6 months
10 July 2024
Capital increase by issuing share
warrants carrying rights to new shares
of the Company, without pre-emptive
subscription rights for existing
shareholders in favour of France
Retail Holdings S.à.r.l.
€10,559,498.83
Use:
Allocation of 1,055,844,290 #1 Share
Warrants giving the right
to a maximum total number
of 10,558,442 new ordinary shares
(post-reverse stock split
completed on 14 June 2024)
corresponding to a capital
increase of a maximum nominal
amount equal to €105,584.42
Without PE*
11 January
2024
(7th resolution)
6 months
10 July 2024
Capital increase by issuing share
warrants carrying rights to new shares
of the Company, without pre-emptive
subscription rights for existing
shareholders in favour of the Guarantors
or, where applicable, their respective
Affiliate(s), such Affiliates constituting
a category of persons meeting
specified characteristics
€10,559,498.83
Use:
Allocation of 1,055,844,269 #1 Share
Warrants giving the right
to a maximum total number
of 10,558,442 new ordinary shares
(post-reverse stock split
completed on 14 June 2024)
corresponding to a capital
increase of a maximum nominal
amount of €105,584.42
Without PE*
11 January
2024
(8th resolution)
6 months
10 July 2024
Capital increase by issuing share
warrants carrying rights to new shares
of the Company, without pre-emptive
subscription rights for existing
shareholders in favour of France
Retail Holdings S.à.r.l.
€2,711,496.74
Use:
Allocation of 271,149,674 #2 Share
Warrants of which 271,149,674
#2 Share Warrants were exercised
giving the right to a total
of 2,711,496 new ordinary shares
corresponding to a capital
increase of a nominal amount
equal to €27,114.96 (post-reverse
stock split and capital reduction
completed on 14 June 2024)
Without PE*
11 January
2024
(9th resolution)
6 months
10 July 2024
GROUPE CASINO – 2024 UNIVERSAL REGISTRATION DOCUMENT
393
6
CASINO AND ITS SHAREHOLDERS
Share capital and share ownership
Transactions
Maximum nominal amount
Terms and
conditions
Authorisation
date and
resolution
number
Duration
and Expiry
Capital increase by issuing share
warrants carrying rights to new shares
of the Company, without pre-emptive
subscription rights for existing
shareholders in favour of the Initial
Guarantors or, where applicable, their
respective Affiliate(s), such Affiliates
constituting a category of persons
meeting specified characteristics
€2,711,496.74
Use:
Allocation of 271,149,656 #2 Share
Warrants, of which 271,149,590
#2 Share Warrants were exercised
up to 27 June 2024 (deadline
for exercising #2 Share Warrants),
giving the right to 2,711,495 new
ordinary shares when exercised,
corresponding to a capital increase
of a nominal amount equal to
€27,114.95 (post-reverse stock split
and capital reduction completed
on 14 June 2024)
Without PE*
11 January
2024
(10th resolution)
6 months
10 July 2024
Capital increase by issuing share
warrants carrying rights to new shares
of the Company, without pre-emptive
subscription rights for existing
shareholders in favour of the Secured
Creditors who participated in
the Backstopped Capital Increase under
the conditions set out in the Lock-Up
Agreement and the Guarantors or,
where applicable, their respective
Affiliate(s), the latter constituting
a category of persons meeting
specified characteristics
€22,787,908.57
Use:
Allocation of 2,275,702,822
Additional Equity Share Warrants,
of which 2,247,591,330 Additional
Equity Share Warrants were
exercised up to 27 June 2024
(deadline for exercising
the Additional Equity Share
Warrants), giving the right
to 22,475,913 new ordinary shares
corresponding to a capital
increase of a nominal amount
equal to €224,759.13 (post-reverse
stock split and capital reduction
completed on 14 June 2024)
Without PE*
11 January
2024
(11th resolution)
6 months
10 July 2024
Reverse stock split by allocating one (1)
new share with a par value of one (1) euro
for every one hundred (100) existing
shares with a par value of €0.01 each
N/A
100 ordinary
shares with
a par value of
€0.01 each will
be consolidated
into 1 new share
to be issued
with a par value
of €1.00
11 January
2024
(12th resolution)
6 months
10 July 2024
Capital reduction by decreasing
the par value of shares
€428,913,066.74
Use:
€391,783,039.56
Capital
reduction
by decreasing
the par value of
each share from
€1.00 to €0.01
11 January
2024
(13th resolution)
9 months
10 October
2024
*
PE = pre-emptive subscription rights.
394
2024 UNIVERSAL REGISTRATION DOCUMENT – GROUPE CASINO
6
CASINO AND ITS SHAREHOLDERS
Share capital and share ownership
Potential number of shares
Note that share warrants were issued on 27 March 2024 upon completion of the financial restructuring.
The characteristics of these share warrants when they were issued are set out below:
Instrument
Number of
instruments issued
on 27 March 2024
Shares that
may be issued
Exercise period
Exercise price
Additional
Equity Share
Warrants
2,275,702,822
2,275,702,822
3 months from the issue
date of the Additional
Equity Share Warrants
€0.01 per New Share subscribed upon
exercise of Additional Equity Share
Warrants (deducted in full from
premiums and reserves)
#1 Share
Warrants
2,111,688,559
2,111,688,559
4 years from the issue
date of #1 Share
Warrants
€0.0461 per New Share subscribed upon
exercise of #1 Share Warrants increased
by 12% per year
#2 Share
Warrants
542,299,330
542,299,330
3 months from the issue
date of #2 Share
Warrants
€0.0000922 per New Share subscribed
upon exercise of #2 Share Warrants
(the difference from the par value of
the share is deducted from premiums
and reserves)
#3 Share
Warrants
706,989,066
1,082,917,221
3 years from the 25th
month from the issue
date of #3 Share
Warrants
€0.1688 per New Share subscribed upon
exercise of #3 Share Warrants
As a result of the reverse stock split, and by decision of the
Chief Executive Officer dated 14 June 2024, the exercise
parity and exercise price of the share warrants were adjusted
with effect from 18 June 2024 (see the reverse stock split
notice published in the Bulletin des Annonces Légales
Obligations on 29 April 2024). As follows:
• 100 #1 Share Warrants entitling holders to subscribe to one
(1) new ordinary share at a price per new ordinary share
of €4.61 (i.e., €0.0461 per #1 Share Warrant);
• 1 #3 Share Warrant entitling the holder to subscribe to
approximately 0.015 new ordinary shares at a price per
new ordinary share of €16.88 (corresponding to an exercise
parity of 200 #3 Share Warrants for three new ordinary
shares); and
• 100 #2 Share Warrants entitling holders to subscribe to
one (1) new ordinary share at a price per new ordinary
share of €0.0092 (i.e., €0.000092 per #2 Share Warrant).
Given their exercise period of three months from their
issue date, the unexercised #2 Share Warrants lapsed on
27 June 2024; and
• 100 Additional Equity Share Warrants entitling holders to
subscribe for one (1) new ordinary share at a price per new
ordinary share equal to the par value of the ordinary
share. Given their exercise period of three months from
their issue date, the unexercised Additional Equity Share
Warrants lapsed on 27 June 2024.
The number of share warrants exercised in 2024 is shown in
the table of changes in share capital over the last five years.
The characteristics of the share warrants, outstanding at 31 January 2025, are set out below:
Instrument
Number of
instruments
outstanding
Shares that
may be issued
Exercise period
Exercise price
#1 Share
Warrants
2,111,688,559 #1
Share Warrants
21,116,885 shares
with a par value
of €0.01
4 years from the issue
date of #1 Share
Warrants
100 #1 Share Warrants entitling holders
to subscribe to one (1) new ordinary share
at a price per new ordinary share of €4.61
(i.e., €0.0461 per #1 Share Warrant)
#3 Share
Warrants
706,989,066 #3
Share Warrants
10,604,835 shares
with a par value
of €0.01
3 years from the 25th
month from the issue
date of #3 Share
Warrants
1 #3 Share Warrant entitling the holder
to subscribe to approximately 0.015 new
ordinary shares at a price per new
ordinary share of €16.88 (corresponding
to an exercise parity of 200 #3 Share
Warrants for three new ordinary shares)
There are no other securities, free share plans (see section 6.5) or stock options potentially conferring rights to the share
capital of the Company. The outstanding free share plans concern existing shares.
GROUPE CASINO – 2024 UNIVERSAL REGISTRATION DOCUMENT
395
6
CASINO AND ITS SHAREHOLDERS
Share capital and share ownership
Unissued authorised capital
To allow the Company to raise funds on the financial markets
to finance the Group’s continued development and improve
its financial position, the Annual General Meeting of 11 June 2024
granted to the Board of Directors a number of delegations
of competence and authorisations.
It also authorised the Board of Directors to make free share
grants to employees and/or executive corporate officers of
the Company and related companies.
All outstanding authorisations and delegations granted
to the Board of Directors by the Annual General Meeting
of 11 June 2024 that can lead to the issuance of securities
carrying rights to shares of the Company are listed below:
Transactions
Maximum amount
Terms and
conditions
Authorisation
date and
resolution
number
Duration
and Expiry
Capital increase by issuing shares or securities carrying rights
to new or existing shares of the Company or existing shares
of any company in which it directly or indirectly owns
an interest or to debt securities, with pre-emptive rights
in the case of new share issues
50% of the
Post‑Reduction
Share Capital(1)(2)
With PE*
11 June 2024
(30th
resolution)
26 months
10 August
2026
Capital increase by issuing shares or securities carrying rights
to new or existing shares of the Company or existing shares
of any company in which it directly or indirectly owns an
interest or to debt securities by means of a public offer,
without pre-emptive rights in the case of new share issues
10% of the
Post‑Reduction
Share Capital(1)(2)
Without
PE*
11 June 2024
(31st resolution)
26 months
10 August
2026
Capital increase by issuing shares or securities carrying rights
to new or existing shares of the Company or existing shares
of any company in which it directly or indirectly owns an
interest or to debt securities by means of an offer as referred
to in paragraph 1 of Article L. 411‑2 (formerly Article L. 411-2 II)
of the French Monetary and Financial Code, without
pre‑emptive rights in the case of new share issues
10% of the
Post‑Reduction
Share Capital(1)(2)
Without
PE*
11 June 2024
(32nd
resolution)
26 months
10 August
2026
Capital increase by capitalising reserves, earnings,
share premiums or other capitalisable sums
50% of the
Post‑Reduction
Share Capital(1)
-
11 June 2024
(35th
resolution)
26 months
10 August
2026
Capital increase by issuing shares or share equivalents in the
event of a public offer initiated by Casino, Guichard-Perrachon
for the shares of another listed company
10% of the
Post‑Reduction
Share Capital(1)(2)
Without
PE*
11 June 2024
(36th
resolution)
26 months
10 August
2026
Capital increase by issuing shares or share equivalents to pay
for contributions in kind made to the Company comprising
shares or share equivalents
10% of the share
capital on the date
the issue is decided(1)
Without
PE*
11 June 2024
(37th
resolution)
26 months
10 August
2026
Share grants of existing or new shares to employees
and/or to executive corporate officers of the Company
and related companies
1% of the total
number of shares
making up the
Post‑Reduction
Share Capital
(i.e., 4,223,377 shares)
Without
PE*
11 June 2024
(40th
resolution)
38 months
10 August
2027
*
PE = pre-emptive subscription rights.
(1)
The aggregate par value of the shares which may be issued, immediately and/or in the future, pursuant to various authorisations, may not
exceed 50% of the post-reduction share capital, it being specified that the par value of capital increases that may be carried out, immediately
and/or in the future, without pre-emptive rights for existing shareholders may not exceed 10% of the post-reduction share capital, without taking
account of the par value of the additional shares to be issued to safeguard the rights of securities holders, as required by law. The Post-Reduction
Share Capital has been defined as €4,223,377.14 made up of 422,337,714 shares with a par value of €0.01 per share (the "Post-Reduction Share
Capital"). It refers to the post-reverse stock split and post-reduction no. 2, capital, taking into account the exercise of all the #1 Share Warrants,
#2 Share Warrants and Additional Equity Share Warrants.
(2)
The aggregate nominal amount of debt securities that may be issued pursuant to this authorisation may not exceed €2 billion or its equivalent
value in other currencies or monetary units based on a basket of currencies, it being specified that the overall amount of debt securities that may
be issued pursuant to this authorisation may not exceed €2 billion or its equivalent value in any other currency or monetary unit based on a
basket of several currencies.
396
2024 UNIVERSAL REGISTRATION DOCUMENT – GROUPE CASINO
6
CASINO AND ITS SHAREHOLDERS
Share capital and share ownership
None of these authorisations granted by the Annual General
Meeting of 11 June 2024 were used in 2024.
The Annual General Meeting of 11 June 2024 also authorised
the Board of Directors to reduce the capital by up to 10%
per 24-month period by cancelling shares held in treasury
stock. This authorisation was given for a period of 26 months
expiring on 10 August 2026. This authorisation was not used
in 2024.
6.4.2
Changes in share ownership
Double voting rights
Statutory provisions relating to double voting rights were
introduced by the Extraordinary General Meeting of
30 November 1934 and amended by the Extraordinary
General Meeting of 21 May 1987 (Article 28-III of the Articles
of Association).
In accordance with the fifteenth resolution in Appendix 15
to the Accelerated Safeguard Plan approved by the Company’s
shareholder class on 11 January 2024 (as set out in Chapter
1), as of the implementation date of the capital reduction
decided by the shareholder class on 11 January 2024, the
period required for the allocation of double voting rights
granted by the Company to its shareholders in accordance
with the provisions of Article L. 225-123 of the French
Commercial Code was reduced from four (4) years to two
(2) years (see also Chapter 7, section 7.1.3). This amendment
to the Articles of Association took effect on 27 March 2024.
The Company’s Board of Directors acknowledged the entry
into force of the Company’s new Articles of Association and
the amended paragraph III of Article 28.
With respect to voting rights, Article 28-III of the Company’s
Articles of Association stipulates as follows:
“Shareholders hold as many votes as the shares they hold
or represent, without limitation, with the only exception
of the cases provided for by law or in these Articles of
Association.
However, a double voting right is assigned, under applicable
legal conditions, to all fully paid-up shares effectively held
in registered form in the name of the same shareholder for
at least two (2) years, as well as, in the event of a share
capital increase via capitalisation of reserves, profits, or issue
premiums, to those registered shares granted free of charge
to a shareholder in connection with old shares for which he
or she is entitled to this right.
As such, the double voting right assigned to fully paid
registered shares is forfeited ipso jure for any share that
was converted to bearer form or that was subject to a transfer
of ownership except in the event of a transfer in which
the shares remain in registered form, pursuant to the terms
of Article L. 225-124 of the French Commercial Code.
The vote or proxy issued by an intermediary that has either
not declared itself as an intermediary registered as a
holder of securities on behalf of third parties not domiciled
in France, or has not disclosed the identity of the owners
of the shares for which it is a registered intermediary,
in accordance with regulations in force, will not be counted.”
Double voting rights may be withdrawn by decision of the
Extraordinary General Meeting, after approval by a special
meeting of holders of double voting rights.
At 31 December 2024, a total of 401,082,650 voting rights were
attached to 400,915,166 shares with voting rights in issue.
The number of voting rights is different from the number of
shares comprising the share capital due to the double voting
right attached to registered shares, as well as the direct or
indirect holding by the Company of a certain number of its
own shares. At 31 December 2024, the Company directly
and indirectly held 24,547 of its own shares.
Taking into account the gain or loss of double voting rights
by certain shareholders since 1 January 2025 and the number
of treasury shares held directly or indirectly, a total of
401,056,750 voting rights were attached to 400,915,166 shares
carrying voting rights as of 31 January 2025. At 31 January
2025, the Company directly and indirectly held 24,547 of its
own shares.
Controlling shareholder
In accordance with the Company’s accelerated safeguard
plan approved by the Paris Commercial Court on 26 February
2024 (the “Accelerated Safeguard Plan”), the completion
of the transactions involving the Company’s share capital
((i) the capital increase reserved for France Retail Holdings
S.à.r.l., (ii) the guaranteed capital increase reserved for
certain creditors and (iii) the reserved capital increases paid
up by offsetting certain secured receivables, bond receivables
and receivables in respect of the Company’s TSSDIs) on
27 March 2024 transferred control of Casino Group to a
special purpose entity incorporated under Luxembourg law
by the members of the Consortium (comprising EP Equity
Investment III S.à.r.l. ("EPEI"), Trinity Investments Designated
Activity Company ("Trinity"), F. Marc de la Lacharrière ("Fimalac")),
an entity ultimately controlled by Daniel Křetínský.
GROUPE CASINO – 2024 UNIVERSAL REGISTRATION DOCUMENT
397
6
CASINO AND ITS SHAREHOLDERS
Share capital and share ownership
The diagram below shows the Company’s position within the controlling shareholder as of 31 January 2025:
(1)
EP Investment S.à.r.l. is controlled by Daniel Křetínský.
(2)
Directly and indirectly through Tiliacordata Ltd.
(3)
Theoretical voting rights as described in Article 223-11 of the AMF General Regulations.
Changes in share capital and voting rights
The ownership of share capital and voting rights as of 31 December 2022, 2023, 2024 and as of 31 January 2025 is as follows:
31 December 2022
Shares
Voting rights exercisable
at Annual General
Meeting(1)
Theoretical
voting rights(1)
Number
%
Number
%
Number
%
Public
39,587,487
36.51
42,429,854
27.99
42,429,854
27.98
of which shares in registered form
3,629,913
3.35
6,472,280
4.27
6,472,280
4.27
of which shares in bearer form
35,957,574
33.16
35,957,574
23.72
35,957,574
23.71
Rallye group (including Fiducie Rallye –
Equitis Gestion: 12,725,639 shares)
56,716,271
52.31
96,019,229
63.35
96,019,229
63.32
VESA Equity Investment (Daniel Křetínský's
investment holding company)(2)
10,853,978
10.01
10,853,978
7.16
10,853,978
7.16
Casino Group employee mutual funds
1,200,074
1.11
2,270,348
1.50
2,270,348
1.50
Treasury shares(3)
68,420
0.06
0
0.00
68,420
0.05(4)
TOTAL
108,426,230
100.00
151,573,409
100.00
151,641,829
100.00
31 December 2023
Shares
Voting rights exercisable
at Annual General
Meeting(1)
Theoretical
voting rights(1)
Number
%
Number
%
Number
%
Public
37,779,229
34.84
39,827,570
25.68
39,827,570
25.61
of which shares in registered form
2,520,145
2.32
4,568,486
2.95
4,568,486
2.94
of which shares in bearer form
35,259,084
32.52
35,259,084
22.74
35,259,084
22.67
Rallye group (including Fiducie Rallye – IQ EQ
Management – formerly Equitis Gestion:
1,032,988 shares)
45,023,620
41.52
89,013,622
57.40
89,013,622
57.24
Fimalac group(2)(5)
13,062,408
12.05
13,062,408
8.42
13,062,408
8.40
VESA Equity Investment(2)
10,911,354
10.06
10,911,354
7.04
10,911,354
7.02
Casino Group employee mutual funds
1,204,169
1.11
2,251,238
1.45
2,251,238
1.45
Treasury shares(3)
445,450
0.41
0
0.00
445,450
0.29(4)
TOTAL
108,426,230
100.00
155,066,192
100.00
155,511,642
100.00
50.70% (2)(50.70% (3))
EP Investment S.à.r.l.(1)
EP Equity Investment S.à.r.l.
EP Equity Investment III S.à.r.l.
France Retail Holdings S.à.r.l.
Vesa Equity Investment S.à.r.l.
Casino, Guichard-Perrachon
100.00% (100.00%(3))
76.96% (76.96%(3))
53.04% (53.02%(3))
1.33% (1.33%(3))
Listed company
398
2024 UNIVERSAL REGISTRATION DOCUMENT – GROUPE CASINO
6
CASINO AND ITS SHAREHOLDERS
Share capital and share ownership
31 December 2024
Shares
Voting rights exercisable
at Annual General
Meeting(1)
Theoretical
voting rights(1)
Number
%
Number
%
Number
%
Public
71,010,350
17.71
71,176,810
17.75
71,176,810
17.75
of which shares in registered form
192,506
0.05
358,966
0.09
358,966
0.09
of which shares in bearer form
70,817,844
17.66
70,817,844
17.66
70,817,844
17.66
Shareholders acting jointly
257,776,467
64.29
257,776,468
64.27
257,776,468
64.27
• France Retail Holdings S.à.r.l. ("FRH")(2)
212,643,677
53.04
212,643,677
53.02
212,643,677
53.01
• VESA Equity Investment(2)
4,694,287
1.17
4,694,287
1.17
4,694,287
1.17
• Trinity Investments Designated Activity
Company ("Trinity")(2)(6)
40,307,881
10.05
40,307,881
10.05
40,307,881
10.05
• F. Marc Ladreit de Lacharrière – Fimalac(2)
130,622
0.03
130,623
0.03
130,623
0.03
The Goldman Sachs Group, Inc(2)
37,419,471
9.33
37,419,471
9.33
37,419,471
9.33
Monarch Alternative Capital LP(2)
34,592,555
8.63
34,592,555
8.62
34,592,555
8.62
Casino Group employee mutual funds
116,323
0.03
117,346
0.03
117,346
0.03
Treasury shares(3)
24,547
0.01
0
0.00
24,547
0.01(4)
TOTAL
400,939,713
100.00
401,082,650
100.00
401,107,197
100.00
31 January 2025
Shares
Voting rights exercisable
at Annual General
Meeting(1)
Theoretical
voting rights(1)
Number
%
Number
%
Number
%
Public
105,027,286
26.20
105,167,846
26.22
105,167,846
26.22
of which shares in registered form
166,663
0.04
307,223
0.08
307,223
0.08
of which shares in bearer form
104,860,623
26.15
104,860,623
26.15
104,860,623
26.14
Shareholders acting jointly
258,422,510
64.45
258,422,511
64.44
258,422,510
64.43
• France Retail Holdings S.à.r.l. ("FRH")(2)
212,643,677
53.04
212,643,677
53.02
212,643,677
53.02
• VESA Equity Investment(2)
5,340,330
1.33
5,340,330
1.33
5,340,330
1.33
• Trinity Investments Designated Activity
Company ("Trinity")(2)(6)
40,307,881
10.05
40,307,881
10.05
40,307,881
10.05
• F. Marc Ladreit de Lacharrière – Fimalac(2)
130,622
0.03
130,623
0.03
130,623
0.03
The Goldman Sachs Group, Inc(2)
2,746,292
0.68
2,746,292
0.68
2,746,292
0.68
Monarch Alternative Capital LP(2)
34,592,555
8.63
34,592,555
8.63
34,592,555
8.62
Casino Group employee mutual funds
126,523
0.03
127,546
0.03
127,546
0.03
Treasury shares(3)
24,547
0.01
0
0.00
24,547
0.01(4)
TOTAL
400,939,713
100.00
401,056,750
100.00
401,081,297
100.00
(1)
The number of rights to vote at the Annual General Meeting is not the same as the number of voting rights published under France’s disclosure
threshold rules (theoretical voting rights). For the monthly publication of the total number of voting rights and the number of shares comprising
the share capital, the total number of voting rights is calculated based on all the shares that potentially carry voting rights, including shares
stripped of voting rights (treasury shares), in accordance with Article 223-11 of the AMF General Regulations.
(2)
Based on the disclosures made to the AMF and/or the Company.
(3)
Casino holds 928 shares through Germinal, an indirectly wholly owned company (nine shares after the reverse stock split on 14 June 2024).
(4)
Voting rights that will become exercisable again if the underlying shares cease to be held in treasury stock.
(5)
On 16 June 2023, F. Marc de Lacharrière (Fimalac) entered into an agreement with Rallye SA under which F. Marc de Lacharrière (Fimalac) had
the option of allocating 10,185,090 Casino, Guichard-Perrachon shares previously transferred by Rallye SA to two fiduciary trusts in favour of
F. Marc de Lacharrière (Fimalac) for the early repayment of all or part of the bonds issued by Rallye SA and subscribed by F. Marc de Lacharrière
(Fimalac). On 31 July 2023, F. Marc de Lacharrière (Fimalac) exercised the option thus granted, leading to repayment of the 10,185,090
Casino, Guichard-Perrachon shares on 1 August 2023.
(6)
Company incorporated under Irish law, managed by Attestor Limited.
To the best of the Company's knowledge, based on the
threshold disclosures received, no shareholder other
than France Retail Holdings S.à.r.l. (“FRH”) (controlled by
Daniel Křetínský), Trinity Investments Designated Activity
Company (“Trinity”), as well as Monarch Alternative Capital LP,
which all disclosed notifiable interests to the AMF (see below)
and/or to the Company, held more than 5% of the share
capital or voting rights of the Company at 31 January 2025.
GROUPE CASINO – 2024 UNIVERSAL REGISTRATION DOCUMENT
399
6
CASINO AND ITS SHAREHOLDERS
Share capital and share ownership
On 31 December 2024, the Company conducted a survey of
holders of bearer shares. The survey identified 28,548 direct
holders (compared to 41,568 at 31 December 2023).
The number of the Company's bearer and registered
shareholders is estimated at more than 30,684 (compared
to 46,369 in 2023) and the percentage of share capital held
by private shareholders is estimated at 3.4% (compared
to 31.4% in 2023) (sources: survey of identifiable holders
of bearer shares carried out on 31 December 2024 and
shareholders' register).
Disclosure thresholds
Statutory disclosure thresholds
Article 11-II of the Company’s Articles of Association
stipulates the following with respect to the crossing of
shareholding thresholds:
“In addition to compliance with the legal obligation to
disclose holding certain fractions of the share capital and
any attached voting rights, any natural person or legal
entity – including any intermediary registered as the holder
of securities for persons not domiciled on the French
territory – who, either alone or jointly with other natural
persons or legal entities, come to hold or to stop holding,
in any way whatsoever, a fraction equal to 1% of the voting
rights or share capital or a multiple of this fraction,
must notify the Company, by registered letter with
acknowledgement of receipt sent within five trading days
of effectively crossing one of these thresholds. It must
declare the total number of shares and total number of
voting rights it holds.
For the determination of these thresholds, account is taken
of shares that are assimilated with the shares already
owned and the associated voting rights, in accordance
with the provisions of Articles L. 233-7 and L. 233-9 of the
French Commercial Code.
In each disclosure made as provided for above, the
disclosing shareholder must certify that the disclosure
includes all the securities held or owned within the
meaning
of
the
above
paragraph.
The
disclosing
shareholder must also indicate his or her identity and that
of the persons or legal entities acting in concert with the
disclosing shareholder, the total number of shares or
voting rights held directly or indirectly, alone or in concert,
the date and reason for the disclosure threshold being
crossed and, if applicable, the information referred to in the
third paragraph of Article L. 233-7 I of the French
Commercial Code.
These disclosure requirements will no longer apply in the
event that a single or several shareholder(s) acting jointly
hold more than 50% of the voting rights.
In the event of any failure to disclose information under
these conditions, the portion of shares in excess of what
should have been declared are deprived of the right to vote
in shareholders’ meetings provided, during a given
shareholders’ meeting, the failure to disclose is officially
acknowledged and one or several shareholders jointly
holding at least 5% of the share capital or voting rights make
the request at said meeting. Under the same conditions,
voting rights that have not been properly declared cannot
be exercised. If deprived, a voting right cannot be exercised
at any shareholders’ meeting for two years as from the
date on which the disclosure issues are remedied.”
Statutory disclosure thresholds
Between 1 January 2024 and 27 February 2025, the
following notifiable interests were disclosed to the AMF:
Disclosures resulting from financial restructuring
AMF document 224C0508 of 8 April 2024
The following threshold disclosures were received, resulting
from the financial restructuring of the Company following
the completion of all the transactions provided for in
Casino's safeguard plan approved by the Paris Commercial
Court on 26 February 2024:
• Trinity Investments Designated Activity Company (“Trinity”),
a company incorporated under Irish law managed by
Attestor Limited (“Attestor”), declared that on 27 March
2024 it had individually raised its interest above the 5%
statutory thresholds of the share capital and voting rights
in the Company and individually held 3,392,483,629 shares
in the Company representing the same number of voting
rights, i.e., 9.09% of the share capital and 9.08% of the
voting rights;
• France Retail Holdings S.à.r.l. (“FRH”), (a special purpose
entity incorporated under Luxembourg law controlled
by EPEI and formed by the members of the consortium
composed of EP Equity Investment III S.à.r.l., Trinity
Investments
Designated
Activity
Company
and
F. Marc de Lacharrière), declared that on 27 March 2024,
it had individually raised its interest above the 5%, 10%,
15%, 20%, 25%, 30%, 1/3 and 50% statutory thresholds of the
Company's share capital and voting rights, and that it
individually held 21,264,367,816 Casino shares representing
the same number of voting rights, i.e., 57% of the Company's
share capital and 56.93% of the voting rights;
• F. Marc de Lacharrière (Fimalac) declared on 27 March 2024
that it had individually crossed below the 5% statutory
threshold for the Company's share capital and voting rights,
individually holding 10,185,190 Casino shares and the same
number of voting rights, each representing 0.03%;
• VESA Equity Investment S.à.r.l, a limited liability company
incorporated under Luxembourg law controlled by
Daniel Křetínský, declared that on 27 March 2024, it had
individually crossed below the thresholds of 5% of the
share capital and voting rights in the Company, and that
it individually held 10,911,354 shares in the Company
representing the same number of voting rights, i.e., 0.03%
of the share capital and 0.03% of the Company's voting
rights. In the coming weeks, VESA Equity Investment will
acquire approximately 382,412,000 shares in the Company
(representing approximately 1.03% of the Company’s share
capital) from Trinity under their pre-existing agreement.
Pursuant to Article 223-14 III and IV of the General
Regulations, Trinity has indicated that it holds the following
Casino Share Warrants:
• 1,425,690,491 #1 Share Warrants exercisable until 27 March
2028, one Share Warrant entitling the holder to subscribe
to one new Casino share at a unit price of €0.0461 per
share (i.e., a maximum of 1,425,690,491 shares);
400
2024 UNIVERSAL REGISTRATION DOCUMENT – GROUPE CASINO
6
CASINO AND ITS SHAREHOLDERS
Share capital and share ownership
• 370,601,678 #2 Share Warrants exercisable until 27 June
2024, one Share Warrant entitling the holder to subscribe
to one new Casino share at a unit price of €0.0000922
per share (i.e., a maximum of 370,601,678 shares);
• 650,115,637 “Additional Equity Share Warrants” exercisable
until 27 June 2024, one Share Warrant entitling the holder
to subscribe to one new Casino share at a unit price of
€0.01 per share (i.e., a maximum of 650,115,637 shares).
On this occasion, acting in concert, EP Global Commerce
(“EPGC”) controlled by Daniel Křetínský, EPEI III, EPEI, VESA
Equity Investment, Attestor Limited, Trinity, Fimalac, Fimalac
Développement SA a company directly controlled by
F. Marc de Lacharrière (Fimalac), Gesparfo S.à.r.l. a company
directly controlled by Fimalac Développement, and FRH,
declared that on 27 March 2024, they had raised their
interest above the 5%, 10%, 15%, 20%, 25%, 30%, 1/3 and 50%
thresholds of the Company's share capital and voting rights,
and held 24,680,825,207 shares in the Company representing
the same number of voting rights, i.e., 66.16% of the share
capital and 66.08% of the voting rights, distributed as follows:
Shares
% capital
Voting rights
% voting rights
F. Marc de Lacharrière
10,185,190
0.03
10,185,190
0.03
Fimalac Développement
1,086,238
n.m.
1,086,238
0.00
Gesparfo
1,790,980
n.m.
1,790,980
0.00
Total Fimalac
13,062,408
0.04
13,062,408
0.03
Attestor Limited
0
0.00
0
0.00
Trinity
3,392,483,629
9.09
3,392,483,629
9.08
Total Trinity
3,392,483,629
9.09
3,392,483,629
9.08
EPGC
0
0.00
0
0.00
VESA EI
10,911,354
0.03
10,911,354
0.03
EPEI
0
0.00
0
0.00
Total EP
10,911,354
0.03
10,911,354
0.03
FRH
21,264,367,816
57.00
21,264,367,816
56.93
Total EP + FRH
21,275,279,170
57.03
21,275,279,170
56.96
TOTAL SHAREHOLDERS ACTING IN CONCERT
24,680,825,207
66.16
24,680,825,207
66.08
The following declaration of intent has been made:
"In accordance with Article L. 233-7 of the French Commercial
Code, acting in concert, EPEI III, EPEI, VESA Equity Investment
and EPGC (together, "EP"), F. Marc de Lacharrière (Fimalac),
Fimalac Développement SA, Gesparfo S.à.r.l. (together "Fimalac"),
Attestor Limited, Trinity (together "Trinity"), and France Retail
Holdings ("FRH") (the “shareholders acting in concert”),
declare the following intentions over the next six months:
• the thresholds crossed by the shareholders acting in concert
resulted from (i) the subscription by FRH, a special purpose
company created between EPEI III, F. Marc de Lacharrière
(Fimalac) and Trinity, to the capital increase reserved for
the SPV Consortium and (ii);
• (a) Trinity's subscription to the backstopped capital increase
and the capital increase reserved for secured creditors, as
well as (b) Trinity's participation in the secured debt repurchase
mechanism, in its capacity as a member of the Backstop
Group (as these terms are defined in the Accelerated
Safeguard Plan), all of these transactions being part of the
Casino Accelerated Safeguard Plan approved by the Paris
Commercial Court by judgement dated 26 February
2024 (the "Accelerated Safeguard Plan");
• it should be noted that Trinity holds 1,425,690,491 #1 Share
Warrants, 370,601,678 #2 Share Warrants and 650,115,637
Additional Equity Share Warrants, giving the right, after
exercise, to 2,446,407,806 Casino shares (excluding any
legal and contractual adjustments, as described in the
transaction note approved by the AMF on 12 March 2024
under number 24-068);
• no shareholder acting in concert is party to any other joint
actions vis-à-vis Casino;
• Trinity intends to exercise all or part of the share warrants
granted to it in accordance with the terms of the Accelerated
Safeguard Plan and the shareholders’ agreement. EP,
Fimalac and Trinity are also considering increasing their
direct holdings in Casino, Guichard‑Perrachon depending
on market conditions (Trinity will sell approximately
382,412,000 shares in the Company to VESA Equity
Investment);
• Casino, Guichard-Perrachon is controlled by FRH, which
in turn is exclusively controlled by EPEI III, which holds
76.96% of FRH's capital and voting rights. F. Marc de
Lacharrière (Fimalac) and Trinity respectively hold 15.39%
and 7.65% of FRH’s capital and voting rights;
• the shareholders acting in concert do not intend to modify
the activities of Casino, Guichard-Perrachon, other than
as set out in the strategy described by Casino, Guichard-
Perrachon in the context of the Accelerated Safeguard Plan;
• the shareholders acting in concert do not intend to carry
out any of the transactions listed in article 223-17 I 6° of
the AMF's General Regulations; it should be noted that,
as part of the safeguard plan, the Company's shareholders
approved (i) an amendment to the Articles of Association
extending to 24 months the vesting of double voting
rights for shares held in registered form and (ii) share capital
transactions that have not yet been fully implemented
(a reverse stock split and a capital reduction);
GROUPE CASINO – 2024 UNIVERSAL REGISTRATION DOCUMENT
401
6
CASINO AND ITS SHAREHOLDERS
Share capital and share ownership
• as at the date hereof, the shareholders acting in concert
do not hold any instruments nor are party to any of the
agreements referred to in Article L. 233-9 I, 4° and 4° bis
of the French Commercial Code, with the exception of
(i) Trinity, which is entitled to receive approximately
498,923,431 shares under a subordination agreement
concerning Casino's pre-existing debt (physical settlement)
and (ii) VESA Equity Investment, which will acquire
approximately 382,412,000 shares in the Company
(representing approximately 1.03% of the Company's share
capital) from Trinity under their pre-existing agreement, it
being specified that the transfer of said shares will take
place in the coming weeks;
• the shareholders acting in concert are not party to any
temporary transfer agreement relating to Casino shares
or voting rights;
• Casino's governance was modified on 27 March 2024 in
accordance with the terms of the Accelerated Safeguard
Plan and the provisions of the shareholders' agreement
signed by the shareholders acting in concert on 18 March
2024 (see AMF notice D&I 224C0462 of 28 March 2024).
On the recommendation of EP, Philippe Palazzi was
appointed Chief Executive Officer and Laurent Pietraszewski
Chairman of the Board of Directors. Branislav Miškovič and
Athina Onassis were appointed as Director and Independent
Director respectively on the recommendation of EP. Elisabeth
Sandager was appointed as an Independent Director on the
recommendation of Fimalac. Pascal Clouzard was appointed
as an Independent Director on the recommendation of
Trinity. Nathalie Andrieux remains an Independent Director.
Thomas Piquemal, Thomas Doerane and Martin Plavec were
appointed as Non-Voting Directors on the recommendation
of Fimalac, Trinity and EP respectively.
The above-mentioned shareholders acting in concert and
FRH exceeded the thresholds of 30% of the share capital
and voting rights, and this was the subject of a decision to
waive the obligation to file a planned tender offer,
reproduced in D&I 224C0062, posted on the AMF website
on 10 January 2024.
AMF document 224C0599 of 30 April 2024
The shareholders acting in concert consisting of EP Global
Commerce (“EPGC”), EPEI III, EPEI, VESA Equity Investment
(together “EP”), Attestor Limited, Trinity, Investments Designated
Activity Company (“Trinity”), F. Marc de Lacharrière (Fimalac),
Fimalac Développement SA, Gesparfo S.à.r.l., and France
Retail Holdings S.à.r.l. ("FRH") (controlled exclusively by EPEI,
which holds 76.96% of FRH's share capital and voting rights,
with Fimalac and Trinity holding 15.39% and 7.65% respectively
of FRH's share capital and voting rights), declared that
on 23 April 2024, they had exceeded the thresholds of
two‑thirds of the Company's share capital and voting rights,
and held 25,701,542,522 shares in the Company, representing
the same number of voting rights, i.e., 67.06% of the
Company's share capital and 66.98% of its voting rights,
distributed as follows:
Shares
% capital
Voting rights
% voting rights
F. Marc de Lacharrière (Fimalac)
10,185,190
0.03
10,185,190
0.03
Fimalac Développement
1,086,238
n.m.
1,086,238
0.00
Gesparfo
1,790,980
n.m.
1,790,980
0.00
Total Fimalac
13,062,408
0.03
13,062,408
0.03
Attestor Limited
0
0.00
0
0.00
Trinity
4,413,200,944
11.52
4,413,200,944
11.50
Total Trinity
4,413,200,944
11.52
4,413,200,944
11.50
EPGC
0
0.00
0
0.00
VESA EI
10,911,354
0.03
10,911,354
0.03
EPEI
0
0.00
0
0.00
Total EP
10,911,354
0.03
10,911,354
0.03
FRH
21,264,367,816
55.48
21,264,367,816
55.42
Total EP + FRH
21,275,279,170
55.51
21,275,279,170
55.45
TOTAL SHAREHOLDERS ACTING IN CONCERT
25,701,542,522
67.06
25,701,542,522
66.98
The threshold was crossed as a result of Trinity's subscription
to 1,020,717,315 new shares resulting from the exercise of
share warrants.
On this occasion, Trinity declared that it had individually
exceeded the thresholds of 10% of the Company's share
capital and voting rights and that it held 1,425,690,491 Casino
#1 Share Warrants exercisable until 27 March 2028, each
#1 Share Warrant giving the right to subscribe to one
new Casino share at a unit price of €0.0461 per share
(i.e., a maximum of 1,425,690,491 shares).
The following declaration of intent has been made:
“In accordance with Article L. 233-7 of the French Commercial
Code, Trinity declares the following intentions over the next
six months:
• the individual thresholds crossed by Trinity result from
the exercise by Trinity of #2 Share Warrants and Additional
Equity Share Warrants allocated within the framework of
Casino's Accelerated Safeguard Plan approved by the Paris
Commercial Court on 26 February 2024 (the “Accelerated
Safeguard Plan”);
• it should be noted that Trinity holds 1,425,690,491 #1 Share
Warrants giving the right, after exercise, to 1,425,690,491 shares
in the Company (excluding any legal and contractual
adjustments, as described in the transaction note approved
by the AMF on 12 March 2024 under number 24-068);
• Trinity acts in concert with EPEI III, EPEI, VESA Equity
Investment and EPGC (together “EP”), F. Marc de Lacharrière
(Fimalac), Fimalac Développement SA, Gesparfo S.à.r.l.
(together "Fimalac") (together, the “shareholders acting in
concert”). A shareholders' agreement constituting a joint
action was concluded on 18 March 2024 among the
shareholders acting in concert (see D&I no. 224C0462 of
28 March 2024);
402
2024 UNIVERSAL REGISTRATION DOCUMENT – GROUPE CASINO
6
CASINO AND ITS SHAREHOLDERS
Share capital and share ownership
• Trinity plans to exercise all or part of the share warrants
held. In addition, Trinity is considering increasing its direct
stake in the Company, depending on market conditions;
• Casino, Guichard-Perrachon is controlled by FRH, which
in turn is exclusively controlled by EPEI, which holds
76.96% of FRH's share capital and voting rights.
F. Marc de Lacharrière (Fimalac) and Trinity respectively hold
15.39% and 7.65% of FRH's share capital and voting rights;
• Trinity does not intend to change the activities of the
Company other than as set out in the strategy described
by the Company in the Accelerated Safeguard Plan;
• Trinity does not intend to carry out any of the transactions
listed in Article 223-17 I, 6° of the AMF's general regulations.
It should be noted that, as part of the accelerated safeguard
plan, the Company's shareholders approved (i) an
amendment to the Articles of Association extending to
24 months the vesting of double voting rights for shares
held in registered form and (ii) share capital transactions
that have not yet been fully implemented (a reverse stock
split and a capital reduction);
• Trinity does not, as at the date hereof, hold any
instrument and is not party to any of the agreements
referred to in Article L. 233-9 1, 4° and 4° bis of the French
Commercial Code, with the exception of the pre-existing
agreement with VESA Equity Investment under which
VESA Equity Investment will acquire approximately
382,412,000
shares
in
the
Company
(representing
approximately 1.03% of the Company's share capital) from
Trinity under their pre‑existing agreement, it being
specified that the transfer of the said shares will take
place in the coming weeks;
• Trinity is not party to any temporary transfer agreement
relating to the Company's shares or voting rights;
• the governance of Casino, Guichard-Perrachon was
modified on 27 March 2024 in accordance with the terms
of the Accelerated Safeguard Plan and the provisions of
the shareholders’ agreement concluded between the
shareholders acting in concert on 18 March 2024 (see D&I
224C0462 of 28 March 2024). On the recommendation of
EP, Philippe Palazzi was appointed Chief Executive Officer
and Laurent Pietraszewski Chairman of the Board
of Directors. Branislav Miškovič and Athina Onassis were
appointed as Director and Independent Director respectively
on the recommendation of EP. Elisabeth Sandager
was appointed as an Independent Director on the
recommendation of Fimalac. Pascal Clouzard was appointed
as an Independent Director on the recommendation of
Trinity. Nathalie Andrieux remains an Independent Director.
Thomas Piquemal, Thomas Doerane and Martin Plavec
were
appointed
as
Non-Voting
Directors
on
the
recommendation of Fimalac, Trinity and EP respectively.”
AMF document 224C0731 of 27 May 2024
The shareholders acting in concert consisting of EP Global
Commerce (“EPGC”), EPEI III, EPEI, VESA Equity Investment
(together “EP”), Attestor Limited, Trinity Investments
Designated Activity Company (“Trinity”), F. Marc de Lacharrière
(Fimalac), Fimalac Développement SA and France Retail
Holdings S.à.r.l. ("FRH"), declared that on 6 May 2024, they
had crossed below the threshold of two‑thirds of the share
capital and voting rights in the Company, and that on that
date, they held 25,701,542,522 shares in the Company
representing the same number of voting rights, i.e., 64.95%
of the share capital and 64.87% of the voting rights,
distributed as follows:
Shares
% capital
Voting rights
% voting rights
F. Marc de Lacharrière (Fimalac)
10,185,190
0.03
10,185,190
0.03
Fimalac Développement
2,877,218
n.m.
2,877,218
0.00
Total Fimalac
13,062,408
0.03
13,062,408
0.03
Attestor Limited
0
0.00
0
0.00
Trinity
4,413,200,944
11.15
4,413,200,944
11.14
Total Trinity
4,413,200,944
11.15
4,413,200,944
11.14
EPGC
0
0.00
0
0.00
VESA EI
10,911,354
0.03
10,911,354
0.03
EPEI
0
0.00
0
0.00
EPEI III
0
0.00
0
0.00
Total EP
10,911,354
0.03
10,911,354
0.03
FRH
21,264,367,816
53.73
21,264,367,816
53.67
Total EP + FRH
21,275,279,170
53.76
21,275,279,170
53.70
TOTAL SHAREHOLDERS ACTING IN CONCERT
25,701,542,522
64.95
25,701,542,522
64.87
The threshold was crossed as a result of an increase in the
number of shares and voting rights in the Company. Pursuant
to Article 223-14 III and IV of the General Regulations, Trinity
has stated that it holds 1,425,690,491 Casino #1 Share Warrants
exercisable until 27 March 2028, each #1 Share Warrant giving
the right to subscribe to one new Casino share at a unit price
of €0.0461 per share (i.e., a maximum of 1,425,690,491 shares
– excluding any legal and contractual adjustments –
as described in the transaction note approved by the AMF
on 12 March 2024 under number 24-068).
GROUPE CASINO – 2024 UNIVERSAL REGISTRATION DOCUMENT
403
6
CASINO AND ITS SHAREHOLDERS
Share capital and share ownership
AMF document 225C0315 of 14 February 2025
Trinity Investments Designated Activity Company (“Trinity”)
(3 George’s Dock, I.F.S.C., Dublin 1, Ireland) informed the
AMF by letter on 11 February 2025 and by an additional
letter on 13 February 2025, that, acting in concert, it had
crossed below the thresholds of 50%, 1/3, 30%, 25%, 20%, 15%,
10% and 5% of Casino’s share capital and voting rights on
11 February 2025, and that it no longer held any Casino
shares. The threshold was crossed as a result of the end of
the joint actions between Trinity and the other shareholders
acting
in
concert
(EP
Global
Commerce
(“EPGC”),
EPEI III, EPEI, VESA Equity Investment (together “EP”),
F. Marc de Lacharrière (Fimalac) and France Retail Holdings
S.à.r.l. (“FRH”)) following the transfer by Trinity of its entire
stake in FRH to EPEI III, in accordance with Trinity's rights
under the agreement (see in particular D&I 224C0462
of 28 March 2024 referred to below) and in accordance
with the share purchase agreement entered into on
19 November 2024 between Trinity and EPEI, in the
presence of FRH (the “Share Purchase”). The agreement
remains applicable between the other parties to the
agreement and the other shareholders acting in concert
continue to act jointly (EPGC, EPEI III, EPEI, VESA Equity
Investment, F. Marc de Lacharrière (Fimalac) and FRH).
F. Marc de Lacharrière (Fimalac), EP and FRH hold
the following Casino shares, both individually and as
shareholders acting in concert, based on a share capital
of 400,939,713 shares representing 401,107,197 voting rights:
Shares
% capital
Voting rights
% voting rights
F. Marc de Lacharrière
(Fimalac)
130,622
0.03
130,622
0.03
Total Fimalac
130,622
0.03
130,623
0.03
EPGC
0
-
0
-
VESA EI
5,340,330
1.33
5,340,330
1.33
EPEI
0
-
0
-
Total EP
5,340,330
1.33
5,340,330
1.33
FRH
212,643,677
53.04
212,643,677
53.01
Total EP + FRH
217,984,007
54.37
217,984,007
54.35
TOTAL
SHAREHOLDERS
ACTING IN CONCERT
218,114,629
54.40
218,114,629
54.38
Trinity holds the following Casino shares, based on a share capital of 400,939,713 shares representing 401,107,197 voting rights:
Shares
% capital
Voting rights
% voting rights
Attestor Limited
0
-
0
-
Trinity
40,307,881
10.05
40,307,881
10.05
TOTAL TRINITY
40,307,881
10.05
40,307,881
10.05
Trinity has stated that it holds 14,256,904 Casino #1 Share Warrants exercisable until 27 March 2028, each #1 Share Warrant
giving the right to subscribe to one new Casino share at a unit price of €0.0461 per share (i.e., a maximum of 14,256,904 shares –
excluding any legal and contractual adjustments – as described in the transaction note approved by the AMF on 12 March 2024
under number 24-068).
404
2024 UNIVERSAL REGISTRATION DOCUMENT – GROUPE CASINO
6
CASINO AND ITS SHAREHOLDERS
Share capital and share ownership
Between 1 January 2024 and 27 February 2025, the following other notifiable interests were disclosed to the AMF.
Shareholder
Date of
threshold
crossing
Type of
threshold
crossing
Number of shares and voting
rights disclosed
% of the
share
capital
% of voting
rights(1)
AMF notice
reference
no.
Rallye
27 March 2024
Decrease
43,990,632 shares
87,980,634 voting rights
0.12
0.24
224C0482
Monarch Alternative
Capital LP
27 March 2024
Increase
2,902,408,704 shares
2,902,408,704 voting rights
7.78
7.77
224C0484
The Goldman Sachs
Group, Inc
28 March 2024
Increase
2,019,536,734 shares
2,019,536,734 voting rights
5.41
5.41
224C0500
The Goldman Sachs
Group, Inc
4 June 2024
Decrease
1,239,425,651 shares
1,239,425,651 voting rights
3.13
3.13
224C0855
The Goldman Sachs
Group, Inc
13 June 2024
Increase
2,488,639,042 shares
2,488,639,042 voting rights
6.29
6.28
224C0973
The Goldman Sachs
Group, Inc
14 June 2024
Decrease
492,319,476 shares
492,319,476 voting rights
1.24
1.24
224C0991
The Goldman Sachs
Group, Inc
20 June 2024
Increase
20,300,728 shares
20,300,728 voting rights
5.13
5.12
224C1045
The Goldman Sachs
Group, Inc
21 June 2024
Decrease
1,344,038 shares
1,344,038 voting rights
0.34
0.34
224C1058
The Goldman Sachs
Group, Inc
25 June 2024
Increase
23,596,234 shares
23,596,234 voting rights
5.96
5.96
224C1075
The Goldman Sachs
Group, Inc
11 November
2024
Decrease
2,173,421 shares
2,173,421 voting rights
0.54
0.54
224C2345
The Goldman Sachs
Group, Inc
13 November
2024
Increase
37,419,771 shares
37,419,471 voting rights
9.33
9.33
224C2368
The Goldman Sachs
Group, Inc
6 January 2025
Decrease
2,648,152 shares
2,648,152 voting rights
0.66
0.66
225C0099
The Goldman Sachs
Group, Inc
8 January 2025
Increase
24,951,056 shares
24,951,056 voting rights
6.22
6.22
225C0131
The Goldman Sachs
Group, Inc
24 January 2025
Decrease
2,712,865 shares
2,712,865 voting rights
0.68
0.68
225C0231
The Goldman Sachs
Group, Inc
29 January 2025
Increase
26,713,748 shares
26,713,748 voting rights
6.66
6.66
225C0259
The Goldman Sachs
Group, Inc
31 January 2025
Decrease
2,746,292 shares
2,746,292 voting rights
0.68
0.68
225C0264
The Goldman Sachs
Group, Inc
3 February 2025
Increase
23,834,116 shares
23,834,116 voting rights
5.94
5.94
225C0274
The Goldman Sachs
Group, Inc
4 February 2025
Decrease
2,696,837 shares
2,696,837 voting rights
0.67
0.67
225C0280
The Goldman Sachs
Group, Inc
5 February 2025
Increase
23,780,896 shares
23,780,896 voting rights
5.93
5.93
225C0282
The Goldman Sachs
Group, Inc
11 February 2025
Decrease
2,679,530 shares
2,679,530 voting rights
0.67
0.67
225C0335
(1)
The above disclosure was made on the basis of information communicated by the Company, in accordance with the requirements of Article
L. 233-8 of the French Commercial Code and Article 223-16 of the AMF General Regulations, on the date the threshold was crossed. The disclosure
of the total number of voting rights, which is published monthly, is calculated based on all the shares that potentially carry voting rights, including
shares stripped of voting rights (treasury shares), in accordance with Article 223-11 of the AMF General Regulations.
GROUPE CASINO – 2024 UNIVERSAL REGISTRATION DOCUMENT
405
6
CASINO AND ITS SHAREHOLDERS
Share capital and share ownership
Shareholder agreement
To the best of the Company's knowledge, there are no
shareholder agreements involving the Company's shares
other than, on the one hand, the disclosures of the shareholders
acting in concert mentioned in the section above on statutory
threshold disclosures and, on the other hand, the provisions
of the shareholders' agreement concluded on 18 March 2024
referred to in AMF decision 224C0462 dated 28 March 2024
establishing the exclusive control of EP Equity Investment III
S.à.r.l (EPEI) over France Retail Holdings, a special purpose
entity incorporated under Luxembourg law by the members
of the Consortium (FRH).
The
agreement
was
entered
into
as
part
of
the
implementation of the Company's financial restructuring,
as detailed in the Accelerated Safeguard Plan approved
by the Paris Commercial Court on 26 February 2024, and
the shareholders acting in concert, comprising EPEI, Attestor,
acting as investment manager on behalf of Trinity and certain
other investment funds or vehicles it manages, Fimalac,
Fimalac Développement SA, and Gesparfo S.à.r.l. (these three
entities are controlled by members of the de Lacharrière
family) and FRH.
In AMF decision 224C0462 of 10 January 2024 waiving
the obligation to file a tender offer for the Company’s shares
(Articles 234-8, 234-9, 2° and 234-10 of the General Regulations),
the main provisions of the shareholders' agreement then
to come into force were mentioned.
The main information specified in AMF decision 224C0462
of 28 March 2024 is as follows:
The main clauses of the agreement can be summarised
as follows:
General provisions
From the date of completion of the capital increase
reserved for the Consortium, scheduled for 27 March 2024,
FRH will hold the Casino shares to be issued in this context.
The capital of FRH is divided between the members
of the Consortium, with EPEI holding approximately 77%
of the share capital and voting rights, Fimalac approximately
15.4% of the share capital and voting rights and Trinity
approximately 7.65% of the share capital and voting rights.
FRH is governed by a Management Board comprising
six members, including one appointed by Fimalac and five
appointed by EPEI. Trinity will not have a seat on the
Management Board and but may appoint a Non‑Voting Director.
Casino’s governance
Composition of the Board of Directors
Casino's Board of Directors will be composed of seven members
in addition to the Director representing employees:
• EPEI may recommend the appointment of four Directors
of Casino, it being specified that the Chief Executive Officer
of Casino will be one of these Directors, and that
the Chairman of the Board of Directors will also be chosen
from among these four Directors;
• Fimalac may recommend the appointment of an
Independent Director;
• Trinity may recommend the appointment of (i) an
Independent Director on its own and (ii) an Independent
Director in concert with EPEI, as long as Trinity holds at
least 7.5% of Casino's share capital (directly and indirectly).
EPEI, Fimalac and Trinity may each recommend the
appointment of a Non-Voting Director to Casino’s Board of
Directors (as long as Trinity holds at least 7.5% of Casino’s
share capital, directly or indirectly).
The parties must consult each other if they wish to increase
the size of Casino's Board of Directors or modify the gender
balance.
The parties commit to (i) voting at all Annual General Meetings
and (ii) ensuring that their representatives on Casino’s Board
of Directors vote, as appropriate, in favour of any nomination,
appointment or removal of a Director in accordance with
the shareholder agreement.
Composition of the Board of Directors’
permanent committees
The Board of Directors is to be assisted by an Audit
Committee, an Appointments and Compensation Committee,
and a Governance and Social Responsibility Committee.
Each of these committees will be made up of a majority of
Independent Directors and one Director appointed on the
recommendation of EPEI.
A Strategy Committee will also be set up, which will be
consulted before any decision is taken by the Board
of Directors in relation to strategic issues concerning
the Company and/or the Group. The Strategy Committee
will be made up of the Chief Executive Officer, two Directors
appointed by EPEI, the Independent Director appointed
on
the
recommendation
of
Trinity,
and
the
three
Non‑Voting Directors.
406
2024 UNIVERSAL REGISTRATION DOCUMENT – GROUPE CASINO
6
CASINO AND ITS SHAREHOLDERS
Share capital and share ownership
Decisions under review
The parties will meet to reach a consensus prior to any Casino
Board of Directors’ meeting or Annual General Meeting called
to take any important decision relating to the future of
Casino, and in particular, to address the following decisions:
• the delisting of the Company or its transfer from Euronext
Paris to any other regulated market or trading system;
• the transfer of the Company’s registered office outside
France;
• any asset disposal (excluding those outlined in the
strategic plan), merger, demerger, spin-off, transfer or any
similar transaction exceeding €750 million;
• entering into any new financing considered unusual in terms
of market practices;
• any decision to significantly change the current activities
of the Company;
• any amendment to the Company’s Articles of Association
that adversely affects FRH’s rights and obligations as
a shareholder of the Company;
• any decision to issue shares and/or securities, whether
granting direct or indirect access to the Company’s share
capital, either immediately or in the future, without
pre‑emptive subscription rights for existing shareholders,
with the exception of any dilutive transaction carried out
with a third party and having the same impact on all
shareholders (and in particular any free allocation
of shares, or any transfer or merger transaction carried
out with a third party);
• entering into (including amending or extending) or
terminating any agreement with an entity controlled by
EPEI or by EPEI’s ultimate shareholder, with the exception
of current agreements entered into under normal conditions.
All decisions under review will be submitted to the FRH
Management Board prior to their adoption by the Casino Board
of Directors or, if applicable, the Annual General Meeting.
For each decision under review on the agenda of the Casino
Board of Directors’ meeting, the Casino Directors, with
the exception of the Independent Directors, will comply with
the position expressed by the FRH Management Board.
For each decision under review on the agenda of the Casino
Annual General Meeting, FRH will comply with the position
expressed by the FRH Management Board.
The delisting of the Company or its transfer from Euronext
Paris to any regulated market or trading system may not be
decided or implemented without the approval of Trinity.
Similarly, any agreement other than an agreement entered
into under normal conditions between Casino or a company
controlled by EPEI and its shareholders or affiliates of such
shareholders (other than an agreement between Casino
and its subsidiaries or between its subsidiaries) shall require
the prior consent of Trinity.
Dividend policy
The parties to the shareholder agreement will commit to
supporting any distribution to Casino shareholders should
there be excess liquidity available at Casino.
Joint actions
As long as the parties retain FRH shares, they will act in concert
vis-à-vis Casino. Casino shares held directly by the parties
will also be subject to action in concert.
Each party commits not to act in concert with entities other
than the parties to the agreement and their affiliates
vis‑à‑vis Casino.
As long as the parties are acting in concert towards Casino,
they commit to not carrying out any transaction that may
require them to file a tender offer for Casino’s securities.
The parties commit to meeting prior to any Casino Board of
Directors’ meeting or Annual General Meeting to deliberate
on any major decision or project that may have an impact
on Casino’s future development (including the above-
mentioned decisions under review) in order to reach a
consensus whenever possible.
As long as Trinity has the right to appoint a Non-Voting
Director on Casino's Board of Directors, Trinity will exercise
its voting rights at Casino's general meetings in the same
way as FRH, with the exception of cases where FRH's vote
would contravene one of the provisions of the shareholders'
agreement and without prejudice to Trinity's right to veto
the delisting of Casino or its transfer from Euronext Paris to
any regulated market or trading system and the conclusion
of related-party agreements with any company controlled
by EPEI or its shareholders.
GROUPE CASINO – 2024 UNIVERSAL REGISTRATION DOCUMENT
407
6
CASINO AND ITS SHAREHOLDERS
Share capital and share ownership
Security transfers and liquidity
On completion of the financial restructuring and subject
to any related holding requirements, the parties to the
shareholder agreement commit, if Trinity proposes to sell
Casino shares, to ensuring that Casino cooperates with the
process for the sale of said shares. FRH will also have a right
of first offer on any proposed transfer of Casino shares by
Trinity, allowing FRH to maintain at least 50.1% of Casino’s
share capital (fully diluted), subject to the usual exceptions
and limitations. If, after exercise of the right of first offer,
FRH’s stake exceeds 50.1% of Casino’s share capital, or if FRH
waives this right, the right of first offer will no longer be
exercisable for subsequent transfers, except if the number
of Casino shares subject to the right of first offer is less than
the number of Casino shares required to reach the 50.1%
threshold, in which case the right of first offer will remain
exercisable for the remaining balance.
Between the end of the third month following the completion
of the financial restructuring and its fourth anniversary
(or third anniversary if the FHR’s retention commitment
provided for by the financial restructuring is not applicable)
(the liquidity period), Trinity will have liquidity rights over its
entire stake in FRH, which could potentially involve the sale
of Casino shares by FRH (subject to compliance with
the undertakings to retain shares made in the context of
the financial restructuring and provided the implementation
of the liquidity right does not trigger a change of control at
the level of Casino, pursuant to the provisions of Casino Group’s
main financing agreements, including the reinstated RCF
and Term Loan, as part of the financial restructuring).
Once the liquidity period ends, FRH will be required to
provide Trinity with a certain number of Casino shares
corresponding to the value of its stake in FRH, in which case
EPEI will have the right to acquire these Casino shares.
Lastly, Fimalac and Trinity must be actively involved in any
potential proposal for FRH to sell a significant portion of the
Casino shares it holds.
Term
The shareholder agreement will be in force for 15 years and
will automatically cease for any party that no longer holds
FRH shares.
Following the transfer by Trinity of its entire stake in FRH to
EPEI III, in accordance with Trinity's rights under the agreement
(see, in particular, D&I 224C0462 of 28 March 2024 referred
to above) and in accordance with the share purchase
agreement entered into on 19 November 2024 between Trinity
and EPEI, in the presence of FRH, Trinity ceased to act in
concert with EPEI III and F. Marc de Lacharrière (Fimalac).
The agreement has been modified by default, as a result
of Trinity's departure, but it remains applicable between the
other parties to the agreement (EPEI III and Fimalac). (1)
Employee share ownership
On 31 December 2024, Group employees held 116,323 shares
representing 0.03% of the share capital and 0.03% of the
voting rights, of which:
• 116,300 shares through employee savings plans and different
mutual funds;
• 23 registered shares resulting from free share grants
authorised by shareholders at an Extraordinary General
Meeting held after 6 August 2015 (information disclosed
in application of the Macron Act).
(1)
See Chapter 5, section 5.2.1.3 on Trinity ceasing to act in concert with EPEI III and F. Marc de Lacharrière.
408
2024 UNIVERSAL REGISTRATION DOCUMENT – GROUPE CASINO
6
CASINO AND ITS SHAREHOLDERS
Share capital and share ownership
Shares held by members of the Board of Directors and officers
On 31 December 2024, to the best of the Company’s
knowledge, shares held directly by members of the Board
of Directors or officers represented 0.0015% of the share
capital and the voting rights exercisable in General Meetings.
On 31 January 2025, Casino shares held directly by members
of the Board of Directors or officers represented 0.0016% of
the share capital and the voting rights.
To the best of the Company’s knowledge, transactions
carried out in the Company’s securities in 2024 and up until
31 January 2025 by officers and persons who were related
parties on the transaction date, were as follows:
Date
Shareholder
Financial
instrument
Purchase/sale
Number
Amount
(€)
5 August 2024
Vesa Equity Investment S.à.r.l(1)
Shares
Purchase
3,824,127
2.6328
14 October 2024
Vesa Equity Investment S.à.r.l(1)
Shares
Purchase
46,326
2.6100
21 November 2024
Vesa Equity Investment S.à.r.l(1)
Shares
Purchase
91
1.0900
10 December 2024
Vesa Equity Investment S.à.r.l(1)
Shares
Purchase
21,712
1.0891
11 December 2024
Vesa Equity Investment S.à.r.l(1)
Shares
Purchase
180,010
1.0693
12 December 2024
Vesa Equity Investment S.à.r.l(1)
Shares
Purchase
706
1.0862
13 December 2024
Vesa Equity Investment S.à.r.l(1)
Shares
Purchase
23,791
1.0870
16 December 2024
Vesa Equity Investment S.à.r.l(1)
Shares
Purchase
91,988
1.0574
17 December 2024
Vesa Equity Investment S.à.r.l(1)
Shares
Purchase
156,811
1.0423
18 December 2024
Vesa Equity Investment S.à.r.l(1)
Shares
Purchase
59,655
1.0382
19 December 2024
Vesa Equity Investment S.à.r.l(1)
Shares
Purchase
54,908
1.0441
20 December 2024
Vesa Equity Investment S.à.r.l(1)
Shares
Purchase
83,984
1.0475
23 December 2024
Vesa Equity Investment S.à.r.l(1)
Shares
Purchase
27,775
1.0820
24 December 2024
Vesa Equity Investment S.à.r.l(1)
Shares
Purchase
723
1.0814
27 December 2024
Vesa Equity Investment S.à.r.l(1)
Shares
Purchase
805
1.0704
30 December 2024
Vesa Equity Investment S.à.r.l(1)
Shares
Purchase
8,875
1.0774
31 December 2024
Vesa Equity Investment S.à.r.l(1)
Shares
Purchase
2,887
1.0724
3 January 2025
Vesa Equity Investment S.à.r.l(1)
Shares
Purchase
8,246
1.0864
6 January 2025
Vesa Equity Investment S.à.r.l(1)
Shares
Purchase
553
1.0900
7 January 2025
Vesa Equity Investment S.à.r.l(1)
Shares
Purchase
33,948
1.0807
8 January 2025
Vesa Equity Investment S.à.r.l(1)
Shares
Purchase
68,735
1.0439
9 January 2025
Vesa Equity Investment S.à.r.l(1)
Shares
Purchase
48,142
1.0368
9 January 2025
Vesa Equity Investment S.à.r.l(1)
Shares
Purchase
48,142
1.0368
10 January 2025
Vesa Equity Investment S.à.r.l(1)
Shares
Purchase
55,519
1.0218
13 January 2025
Vesa Equity Investment S.à.r.l(1)
Shares
Purchase
24,321
1.0244
14 January 2025
Vesa Equity Investment S.à.r.l(1)
Shares
Purchase
36,320
1.0319
15 January 2025
Vesa Equity Investment S.à.r.l(1)
Shares
Purchase
66,050
1.0732
16 January 2025
Vesa Equity Investment S.à.r.l(1)
Shares
Purchase
30,505
1.0517
17 January 2025
Vesa Equity Investment S.à.r.l(1)
Shares
Purchase
40,295
1.0724
20 January 2025
Vesa Equity Investment S.à.r.l(1)
Shares
Purchase
20,894
1.0794
21 January 2025
Vesa Equity Investment S.à.r.l(1)
Shares
Purchase
6,106
1.0828
22 January 2025
Vesa Equity Investment S.à.r.l(1)
Shares
Purchase
19,262
1.0764
23 January 2025
Vesa Equity Investment S.à.r.l(1)
Shares
Purchase
31,682
1.0742
24 January 2025
Vesa Equity Investment S.à.r.l(1)
Shares
Purchase
31,484
1.0691
27 January 2025
Vesa Equity Investment S.à.r.l(1)
Shares
Purchase
39,496
1.0512
28 January 2025
Vesa Equity Investment S.à.r.l(1)
Shares
Purchase
84,485
1.0455
(1)
Legal entity related to Branislav Miškovič, Director of Casino, Guichard-Perrachon, and Martin Plavec, Non-Voting Director.
Shares held as collateral
The Company was not aware of any shares held as collateral at 31 December 2024.
GROUPE CASINO – 2024 UNIVERSAL REGISTRATION DOCUMENT
409
6
CASINO AND ITS SHAREHOLDERS
Share grants
6.5
SHARE GRANTS
The Annual General Meeting of 11 June 2024 renewed, for
a period of 38 months, the authorisation granted to the
Board of Directors to allocate free shares to employees of
the Company and its related companies, up to a limit of 1%
of the Post-Reduction Share Capital (excluding adjustments)
and (ii) to extend this authorisation to the Company's
corporate officers, who may thus be eligible to receive free
shares (subject to a sub-ceiling of 0.5% of the Post-Reduction
Share Capital). The Post-Reduction Share Capital has been
defined as that corresponding to the share capital to be
created as a result of the share capital transactions
implemented as part of the financial restructuring and
taking into account the exercise of #1 Share Warrants,
#2 Share Warrants and Additional Equity Share Warrants
(as detailed above), i.e., an amount of €4,223,377.14 made up
of 422,337,714 shares with a par value of €0.01 per share
(the “Post-Reduction Share Capital”).
For many years, the Group has offered employees opportunities
to own a stake in their Company as part of a policy to retain
and motivate its teams. This strategy is carried out through
the allotment of free shares (“share grants”) and aims
mainly to:
• on the one hand, motivate, strengthen the commitment
and/or retain the loyalty of the Group's key managers, both
in France and abroad, subject to service and performance
conditions; and,
• on the other hand, reward a critical contribution to the
success of strategic and/or particularly complex operations.
The free shares granted in this context reflect the
Company’s decision, in order to strengthen commitment
and loyalty, to grant, in the form of Company shares,
a portion of the exceptional compensation awarded to
the beneficiary for carrying out such a transaction.
The exceptional compensation is generally proportional
to the compensation, involvement and level of contribution
of the employees concerned. This policy will be continued
in the use of this resolution.
No shares were granted by the Board of Directors in 2024
pursuant to the authorisation granted by the Annual General
Meeting of 11 June 2024.
See below for information on the share grants. All outstanding
share grant plans exclusively concern existing shares and
do not have a dilutive effect on capital.
Share grants
Details of the various plans outstanding at 31 December 2024
are provided in the table below, it being specified that none
of the Company's corporate officers were beneficiaries of
any of these plans and that all share grants concern existing
shares which are set to be delivered on the vesting date.
Share capital transactions carried out as part of the Group's
financial restructuring had no effect on the rights of
beneficiaries of free share plans, with the exception of the
reverse stock split completed on 14 June 2024.
Accordingly, by decision of the Chief Executive Officer on
14 June 2024, the free share allocation rights under these
existing Casino free share plans were adjusted exclusively
to take into account the reverse stock split carried out by way
of exchange of one hundred (100) existing shares for one (1)
new share (see above).
Consequently, the number of shares to be allocated to each
beneficiary of the existing plans on the date of the reverse
stock split has been adjusted so that it corresponds to the
sum of (i) the number of free shares to be allocated to each
beneficiary of the plans before the start of the reverse stock
split transactions and (ii) the ratio between the number of new
shares making up the Company’s share capital post-reverse
stock split and the number of existing shares making up
the Company’s share capital before the reverse stock split,
i.e., 1/100, it being specified that where the number of free
shares calculated in this way is not a whole number, the number
of free shares to be allocated to the beneficiary has been
rounded down to the nearest whole number of shares for
each holder (in accordance with tax authority guidelines).
410
2024 UNIVERSAL REGISTRATION DOCUMENT – GROUPE CASINO
6
CASINO AND ITS SHAREHOLDERS
Share grants
Date of Annual
General Meeting
Grant date
(Board of
Directors)
Vesting date
Date from which
the vested shares
may be sold
Number of
beneficiaries at
the grant date
Number of
shares granted
by the Board
of Directors
Number
of grants
cancelled(1)
Adjusted number
of grants
outstanding at
the period-end
15 May 2018
27 April 2020
27 April 2025
28 April 2025
2
8,171
8,118
53(2)
17 June 2020
10 May 2022
10 May 2025
11 May 2027
40
318,727
318,227
500(3)
17 June 2020
21 April 2023
21 April 2026
22 April 2028
44
856,777
854,080
2,697(4)
TOTAL
1,183,675
1,180,425
3,250
(1)
It corresponds to rights cancelled following the departure of beneficiaries and/or the application of the performance criterion and takes into
account the technical adjustments to the allocation rights as a result of the completion on 14 June 2024 of the Casino reverse stock split carried
out as part of the Company's Accelerated Safeguard Plan (see press release dated 14 June 2024 “Casino completes reverse share split –
Adjustments to the warrants exercise parity and allocation rights under free share allocation plans”).
(2)
The share grants are now contingent only on the beneficiaries remaining with the Company until the vesting date. They were also initially
contingent on the achievement of Company performance conditions assessed at the end of a three-year period (2020, 2021, 2022).
(3)
The share grants are contingent on the beneficiaries remaining with the Company until the vesting date and on the achievement of three
performance conditions assessed following a three-year period (2022, 2023 and 2024), it being specified that a minimum achievement threshold,
a target level and an over-performance level have been set for each criterion, with the corresponding award calculated on a straight-line basis
between the minimum and maximum levels: (i) average growth in adjusted EBITDA France, concerning 50% of the initial grant; (ii) growth in
underlying EPS, concerning 30% of the initial grant; and (iii) a CSR condition, concerning 20% of the initial grant, based on two criteria: gender
balance in top management positions in 2024 in France and environmental protection (CO2 emissions reduction in France by 2024).
(4)
The share grants are contingent on the beneficiaries remaining with the Company until the vesting date and on the achievement of three
performance conditions assessed following a three-year period (2023, 2024 and 2025), it being specified that a minimum achievement threshold,
a target level and an over-performance level have been set for each criterion, with the corresponding award calculated on a straight-line basis
between the minimum and maximum levels: (i) average growth in adjusted EBITDA France, concerning 50% of the initial grant; (ii) growth in
underlying EPS, concerning 30% of the initial grant; and (iii) a CSR condition, concerning 20% of the initial grant, based on two criteria: gender
balance in top management positions in 2025 in France and environmental protection (CO2 emissions reduction in France by 2025).
Under free share plans introduced on 7 May 2019, 28 July 2021, 10 May 2022 and 15 December 2022, shares vested in 2024 as
follows, it being specified that no corporate officers of the Company were beneficiaries of these plans:
Date of Annual
General
Meeting
Grant date
(Board of
Directors)
Vesting date
Date from which
the vested shares
may be sold
Number of
beneficiaries at
the grant date
Number of
shares granted
by the Board of
Directors
Number
of grants
cancelled(1)
Number
of shares vested
during the year
15 May 2018
7 May 2019
7 May 2024
8 May 2024
2
7,809
3,416
4,393(2)
17 June 2020
28 July 2021
28 July 2024
29 July 2026
43
231,932
231,776
156(3)
17 June 2020
10 May 2022
28 February
2024
11 May 2024
5
6,798
2,472
4,326(4)
17 June 2020
15 December
2022
31 August
2024
16 December
2024
10
61,836
61,711
125(4)
TOTAL
308,375
299,375
9,000
(1)
It corresponds to rights cancelled following the departure of beneficiaries and/or the application of the performance criterion and takes into
account any technical adjustments to allocation rights as a result of the completion on 14 June 2024 of the reverse share split implemented as
part of the Company's Accelerated Safeguard Plan (see press release dated 14 June 2024 “Casino completes reverse share split – Adjustments to
the warrants exercise parity and allocation rights under free share allocation plans”).
(2)
The share grants were contingent on the beneficiaries remaining with the Company until the vesting date and on the achievement of two
performance conditions assessed over a three-year period (2019, 2020 and 2021), each concerning half of the initial grant: growth in the TSR
compared to a sample of nine European companies in the Food Retail index and the Group’s average EBITDAR/net sales ratio.
(3)
The share grants were contingent on the beneficiaries remaining with the Company until the vesting date and on the achievement of three
performance conditions assessed following a three-year period (2021, 2022 and 2023), it being specified that a minimum achievement threshold, a
target level and an over-performance level have been set for each criterion, with the corresponding award calculated on a straight-line basis
between the minimum and maximum levels: (i) average growth in adjusted EBITDA France, concerning 50% of the initial grant; (ii) growth in
underlying EPS, concerning 30% of the initial grant; and (iii) a CSR condition, concerning 20% of the initial grant, based on two criteria: gender
balance in top management positions in 2023 in France and environmental protection (CO2 emissions reduction in France by 2023).
(4)
The share grants were contingent only on the beneficiaries remaining with the Company until the vesting date.
GROUPE CASINO – 2024 UNIVERSAL REGISTRATION DOCUMENT
411
6
CASINO AND ITS SHAREHOLDERS
Financial reporting
Share purchase and/or subscription options
No share purchase or subscription options have been granted since 2004.
There were no share purchase and/or subscription plans or Annual General Meeting authorisations that were outstanding at
31 December 2024.
6.6
FINANCIAL REPORTING
The Group Investor Relations department’s role is to provide
the financial community with accurate, specific and fair
information about the Group’s strategy, business model
and performance.
Financial information is prepared and validated by the
Accounting and Budget Control units prior to publication.
The legal, accounting and CSR units also contribute to
producing the Universal Registration Document and the
management report.
The Board of Directors reviews all information and news
releases about the Group’s results or financial and strategic
transactions, and may make comments and proposals. The
Audit Committee reviews information on the annual and
interim financial statements prior to release. Sales and
earnings news releases are submitted to the Statutory
Auditors for comment prior to issue.
Financial information is disclosed to the markets through
the following communication channels:
• financial and other media releases;
• conference calls/webcasts for quarterly releases of sales
figures;
• annual and interim results presentations and conference
calls/webcasts;
• roadshows, conferences, meetings and conference calls
with financial analysts and investors, in France and abroad;
• Annual General Meetings;
• Universal Registration Documents and Annual and
Corporate Social Responsibility Reports;
• the Group’s corporate website.
Group Investor Relations is also involved in checking and
setting the publication timetable for the financial information
prepared by listed subsidiaries and ensures consistency
among the various media produced by the Group.
In 2016, the Company put in place a Shareholders’ Consultative
Committee to facilitate regular dialogue between the
Company and the representatives of its individual shareholders
and thereby improve the Company’s communication with
respect to its shareholders. The last meeting took place on
30 November 2023. Following the financial restructuring,
the Shareholders’ Consultative Committee was dismantled.
412
2024 UNIVERSAL REGISTRATION DOCUMENT – GROUPE CASINO
GROUPE CASINO – 2024 UNIVERSAL REGISTRATION DOCUMENT
413
7
ADDITIONAL
INFORMATION
7.1
General information
414
7.1.1
Provisions of the Articles of Association
concerning the Board of Directors
and Management – Board of Directors’
Internal Rules
415
7.1.2
Allocation of income (excerpts from
Articles 33 and 34 of the Articles
of Association)
418
7.1.3
General Meetings
418
7.1.4
Identification of Shareholders
(excerpts from Article 11 of the Articles
of Association)
419
7.2
Board of Directors’ internal rules
420
I.
Organisation and operations
of the Board of Directors
420
II.
Authority and powers of the Board
of Directors
422
III.
Committees
425
IV.
Lead Director
430
V.
Non-Voting Directors
430
VI.
Directors’ code of conduct
431
VII.
Adoption of the Board of Directors’
Internal Rules
433
7.3
Statutory Auditors
433
7.3.1
Statutory Auditors
433
7.3.2
Alternate Statutory Auditors
433
7.4
Person responsible for the
Universal Registration Document
and annual financial report
433
7.5
Documents incorporated
by reference
434
7.6
Universal Registration Document –
Cross‑reference table
434
7.7
Annual financial report –
Cross‑reference table
436
7.8
Board of Directors’ management
report – Cross‑reference table
437
7.9
Board of Directors’ corporate
governance report –
Cross‑reference table
438
414
2024 UNIVERSAL REGISTRATION DOCUMENT – GROUPE CASINO
7
ADDITIONAL INFORMATION
General information
7.1
GENERAL INFORMATION
Legal name
Casino, Guichard-Perrachon
Legal form – Governing law
French joint stock company (société anonyme) with a Board of Directors governed by Book II of the French Commercial
Code (Code de commerce).
French law.
Registered office, telephone number and website
1, cours Antoine Guichard, 42000 Saint-Étienne, France
Telephone +33 (0)4 77 45 31 31
www.groupe-casino.fr/en
Trade and companies registry – APE code – LEI
The Company is registered with the Saint-Étienne Trade and Companies Registry under No. 554 501 171.
APE (business identifier) code: 6420Z – Activities of holding companies.
Legal Entity Identifier (LEI): 969500VHL8F83GBL6L29.
Date of incorporation and expiry
The Company was incorporated on 3 August 1898 (Articles of Association signed on 1 July 1898). The duration of the Company
was extended by the Extraordinary General Meeting of 31 October 1941 and will expire on 31 July 2040 unless the Company is
wound up before this date or its term is further extended.
Financial year
The Company’s financial year runs from 1 January to 31 December.
Purpose (Article 3 of the Articles of Association)
The purpose of the Company is to:
• directly or indirectly create and exploit all types of retail
stores selling any types of items or products including, yet
not limited to, food products;
• offer all types of services to said retail stores’ customers
and manufacture any and all goods that may be useful to
their exploitation;
• wholesale all types of goods, either on its own behalf or on
behalf of third parties including, in particular, as a
commission-based service, and offer all types of services
to these third parties;
• and, generally, execute any and all types of commercial,
industrial, real estate, movable property, and financial
transactions related to this purpose or that could potentially
facilitate its successful fulfilment.
It may, in France and abroad, create, acquire, exploit or
commission the exploitation of any trade mark, trade name,
or service mark, and any industrial design rights, patents or
manufacturing processes related to the above-mentioned
purpose.
It may invest in or acquire any interests in any French or
foreign businesses or companies, regardless of their purpose.
It may take action in any country, either directly or indirectly,
alone or as an association, partnership, group, or company
created with any other persons or companies, and complete,
in any form whatsoever, the transactions related to its purpose.
Access to legal documents
The Articles of Association, minutes of General Meetings, Statutory Auditors' reports and other legal documents are available
for consultation at the Company's registered office.
GROUPE CASINO – 2024 UNIVERSAL REGISTRATION DOCUMENT
415
7
ADDITIONAL INFORMATION
General information
7.1.1
Provisions of the Articles of Association concerning the Board
of Directors and Management – Board of Directors’ Internal Rules
Board of Directors
Composition of the Board of Directors (excerpt
from Article 14 of the Articles of Association)
The Company is managed by a Board of Directors. Subject
to the legal provisions applicable in the event of a merger with
another joint stock company (société anonyme), the Board
of Directors is composed of at least three members and at
most eighteen, elected by the Ordinary General Meeting.
Where applicable, the Board may include, in accordance with
the provisions of Article L. 22-10-7 of the French Commercial
Code, one or two Directors representing employees, for
whom the specific rules are subject to the legal provisions
in force and the Articles of Association.
Director Shares (excerpt from Article 15
of the Articles of Association)
Each Director must own at least one hundred shares held
in registered form.
Duration of Office – Age Limitations –
Replacement of Directors Elected
by the Ordinary General Meeting (excerpt
from Article 16 of the Articles of Association)
(i)
Notwithstanding the impact of paragraphs II and III of
this article, the duration of Directors’ offices is three years
expiring at the end of the Ordinary General Meeting set
to approve the financial statements of the past financial
year and held in the year in which the office expires.
Once they have reached the end of their term, Directors
are eligible for renewal.
Directors are elected or their terms of office renewed
pursuant to a decision made by the Ordinary General
Meeting. Directors’ terms of office are up for renewal on
a rolling basis, in order to ensure that a roughly equal
number of Directors’ terms of office are renewed each
year. In order to enable the system of rotation to operate,
the Ordinary General Meeting may elect a Director for
a period of one or two years, on an exceptional basis.
(ii) No person over the age of seventy (70) may be elected
as Director or serve as permanent representative of a legal
entity, if such election would cause the number of Directors
and permanent representatives of legal entities over
said age serving on the Board to rise to above one-third
of all Directors. Should this threshold be exceeded, the
oldest Director or permanent representative of a legal
entity is considered as having resigned at the Ordinary
General Meeting held to approve the financial statements
for the financial year in which the threshold was exceeded.
(iii) If, from one General Meeting to the next, one or more
seats on the Board should become vacant due to the
death or resignation of a Director, the Board of Directors
may elect temporary Directors. These appointments
must be approved at the next General Meeting.
If a Director elected by the Board of Directors temporarily as
described above is not granted permanent status by
the General Meeting, said Director’s actions and the Board’s
decisions during this temporary appointment remain valid
nonetheless.
Should the number of Directors fall below three, the remaining
members (or, in the event of a lack of members, a corporate
officer appointed by the President of the Commercial Court
at the request of any person concerned) must immediately
call for an Ordinary General Meeting in order to elect one or
more new Directors for the purpose of securing the required
amount of members and resuming compliance with applicable
legal thresholds.
A Director elected to replace another Director remain in office
for the remainder of his or her predecessor’s term of office.
The election of a new Board member to be added to the
permanent list of members in office may be decided only
by the General Meeting, which must set the term of office.
Organisation, meetings and decisions
of the Board of Directors
Board Leadership – Chair of the Board of Directors
(excerpts from Articles 17 and 20 of the Articles
of Association)
The Board of Directors appoints a Chair from among the
natural persons sitting on the Board.
The Chair of the Board organises and chairs Board meetings
and reports to shareholders on the Board’s work at the General
Meeting. He or she is responsible for ensuring that the
Company’s corporate bodies operate correctly and, in particular,
that Directors are able to perform their duties successfully.
The Chair may be appointed for the duration of his or her
directorship, subject to the Board of Directors’ right to strip
him or her of this title, at any time, and to the Chair's
right to resign before his or her term expires. The Chair is
eligible for reappointment. The Chair's age may not exceed
seventy‑five (75) years. Exceptionally, in the event the Chair
reaches the aforementioned age while in office, he or she
will remain Chair until the end of his or her term of office.
In the event of the Chair’s death or temporary incapacity,
the Board of Directors may designate a Director to serve as
Chair. In the event of temporary incapacity, such designation
is given for a set period, which may be renewed. In the event
of death, the designation is valid until the election of a new Chair.
416
2024 UNIVERSAL REGISTRATION DOCUMENT – GROUPE CASINO
7
ADDITIONAL INFORMATION
General information
Non-Voting Directors (excerpt from
Article 23 of the Articles of Association)
The Ordinary General Meeting may elect Non-Voting
Directors, either natural persons or legal entities, from among
the shareholders. The Board of Directors may elect Non-Voting
Directors to serve on the Board at any time, provided their
office is approved at the next General Meeting. The number
of Non-Voting Directors may not exceed five.
A Non-Voting Director remains in office for three years. His
or her duties expire at the end of the Ordinary General
Meeting set to approve the financial statements of the past
financial year and held in the year in which the office
expires. Non-Voting Directors are eligible for re-election
indefinitely, and may be removed from office at any moment
by decision of the Ordinary General Meeting.
Non-Voting Directors attend Board of Directors’ meetings,
and offer their opinions and observations and take part in
the decision-making process in an advisory capacity.
They may receive compensation, the total amount of which
is determined by the Ordinary General Meeting. This amount
is maintained until a change is decided at a future General
Meeting. This compensation is distributed, at the Board of
Directors’ discretion, among all Non‑Voting Directors.
Board Decisions (excerpt from Article 18
of the Articles of Association)
The Board meets as often as required in the Company’s
interest and every time said Board deems it appropriate,
at the location indicated in the meeting notification. Meeting
notifications are prepared by the Chair or by any person he
or she appoints to do so on his or her behalf; if the Board has
not met for more than two months, one-third of the Directors
in office may ask the Chair to call for a meeting based on a
predetermined agenda. The Chief Executive Officer may also ask
the Chair to call a Board meeting to discuss a specific agenda.
A Director may grant proxy to another Director for the purpose
of being represented in the Board of Directors’ decision-making
process. A Director may represent only one other Director.
In order for the Board's decisions to be considered fully valid
and binding, the attendance of at least half of the Directors
in office is necessary and sufficient. Decisions are taken
based on a majority vote of the members present and
represented. In the event of a split ballot, the Chair of the
meeting shall have the casting vote. However, in the event
that the Board is composed of less than five members,
decisions may be taken by two Directors in attendance,
provided they are in agreement. Directors may participate
in the deliberations by videoconference or means of
telecommunication, under the conditions and according
to the terms provided under applicable regulations and the
Board of Directors’ Internal Rules.
The Board of Directors may, at the initiative of the Chair,
adopt by written consultation decisions falling within its
remit in accordance with Article L. 225-37 of the French
Commercial Code, and any decision to transfer the registered
office within the same county (département).
At the Extraordinary General Meeting to be held on
30 April 2025, shareholders will be asked to amend
the wording of paragraphs II and III of Article 18 of the
Articles of Association, relating to the deliberations of
the Board, as follows (the other provisions of Article 18
remaining unchanged);
Article 18 – Board Decisions;
II. In order for the Board’s decisions to be considered fully
valid and binding, the attendance of at least half of the
Directors in office is necessary and sufficient. An attendance
register is kept and is signed by all Directors present
at the meeting. Decisions are taken based on a majority
vote of the members present and represented. In the
event of a split ballot, the Chair of the meeting shall have
the casting vote. However, in the event that the Board is
composed of less than five members, decisions may be
taken by two Directors in attendance, provided they are
in agreement. Directors may participate in the deliberations
by means of telecommunication, under the conditions
and according to the terms provided under applicable
regulations and the Board of Directors’ Internal Rules.
The Internal Rules may stipulate that certain decisions may
not be taken at a meeting held under these conditions(1);
III. The Board of Directors may, at the initiative of the Chair,
adopt its decisions by means of written consultation,
including electronically, in accordance with Article L. 225‑37
of the French Commercial Code;
In this case, at the initiative of the Chair, the Directors
will be asked to vote, by any written means, including
electronically, on the text or texts of the proposed decisions
within three business days of the written consultation being
sent out, or within the period indicated in the consultation;
Any Director may object to the use of a written consultation
by informing the Chair in writing before the expiry of
the period indicated in the written consultation. In the
event of objection, the Chair shall immediately inform
the other Directors;
Any Director who has not sent the Chair their written
response to the consultation within the applicable time
limit is deemed to be absent and not to have taken part
in the decision. Any decision made by written consultation
is only valid if at least half of the Directors have participated
in the decision by sending a written response. The decision
may only be taken by a majority of the members who
participated in the consultation(...)
Powers of the Board of Directors (excerpt
from Article 19 of the Articles of Association)
The Board of Directors sets the Company’s business strategy
and oversees its implementation, in line with its corporate
interests, taking into consideration the social and environmental
challenges of its business. Subject to powers expressly granted
at shareholders’ meetings and within the limit of the Company’s
corporate purpose, it handles any matters relating to the
Company’s proper functioning and votes on the matters for
which it is responsible. The Board of Directors carries out
the controls and checks it deems appropriate.
However, the Board of Directors may, at its own discretion
and at any time, change the terms of operation of Management,
it being specified that this decision does not trigger a change
in the Articles of Association.
The Board may create committees, of which it determines
the composition and responsibilities, in order to assist it in
the completion of its assignments. Said committees, each
in their area of expertise, make suggestions, recommendations,
and issue opinions, based on what is required.
(1)
The provisions of the Internal Rules amended on 25 February 2025 no longer exclude any decisions (see section 7.2 “Board of Directors’ Internal
Rules” – Article 2).
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The Board authorises, under the applicable legal conditions,
agreements other than those concerning standard transactions
carried out under normal conditions, as discussed in Article
L. 225-38 of the French Commercial Code, it being specified
that it is strictly prohibited for the Company to grant loans,
overdrafts, sureties, or guarantees in favour of the persons
referred to in Article L. 225-43 of said Code.
In accordance with the provisions of the last paragraph
of Article L. 225-35 of the French Commercial Code, the
commitment of any sureties, underwritings or guarantees
granted on behalf of the Company are subject to a Board
of Directors’ authorisation. The Board may, however, grant
this authorisation in the aggregate and annually, without
a limit on the amount, to guarantee the commitments
made by the controlled companies within the meaning of
paragraph II of Article L. 233-16 of the French Commercial Code.
It may also authorise the Chief Executive Officer to grant,
in the aggregate and without a limit on the amount, securities,
underwritings or guarantees to secure the commitments
made by controlled companies within the meaning of
paragraph II of said Article, provided that he or she reports
back to the Board at least once a year. The Chief Executive
Officer may also be authorised to grant sureties, underwritings
or guarantees on behalf of the Company with no limit on
the amount, with respect to the tax and customs authorities.
Subject to any applicable legal restriction, delegations of
power, powers of attorney or duties limited to one or more
predetermined transaction(s) or transaction category(ies)
may be granted or assigned to any persons, be it Directors
or any other persons.
Management
(excerpt from Article 21 of the Articles of Association)
The Board of Directors decided on 27 March 2024 to separate
the roles of Chairman of the Board of Directors and Chief
Executive Officer of the Company (excerpt from Article 21 of
the Articles of Association).
Chief Executive Officer
The Management of the Company is the responsibility of
either the Chair of the Board of Directors or another natural
person, not necessarily a Director, appointed by the Board
of Directors and bearing the title of Chief Executive Officer.
The Chief Executive Officer is vested with the most extensive
powers to act in all circumstances on behalf of the Company.
The Chief Executive Officer exercises his or her powers within
the limits of the Company’s corporate purpose, subject
to those powers the law expressly grants to shareholders'
meetings and to the Board of Directors. However, as an internal
measure, the Board of Directors may decide to limit the
Chief Executive Officer's powers(1). The Chief Executive Officer
represents the Company in its dealings with third parties.
The Chief Executive Officer’s term of office is set by the Board
of Directors at its discretion, but may not exceed three (3) years.
The Chief Executive Officer is eligible for reappointment.
The Chief Executive Officer’s age may not exceed seventy‑five
(75) years. However, in the event that the Chief Executive
Officer reaches this age while in office, he or she will remain
in office until the expiration of his or her term of office.
The Board of Directors may remove the Chief Executive
Officer from office at any time. If the removal from office
is carried out without proper justification, it may result in
damages, except when the Chief Executive Officer also
exercises the duties of Chair of the Board of Directors.
Deputy Chief Executive Officers
At the Chief Executive Officer’s proposal, the Board of Directors
may appoint one or more natural persons in charge of
assisting the Chief Executive Officer. Such natural persons
are assigned the title of Deputy Chief Executive Officer.
The Board of Directors may not appoint more than five
Deputy Chief Executive Officers.
In agreement with the Chief Executive Officer, the Board of
Directors determines the duration of the Deputy Chief
Executive Officers’ respective terms of office, which may not
exceed three years and, as an internal measure, the powers
granted to said Deputy Chief Executive Officers. Deputy
Chief Executive Officers are eligible for reappointment. They
are granted the same powers as the Chief Executive Officer
vis-à-vis third parties.
The Deputy Chief Executive Officer’s age may not exceed
seventy (70) years. However, in the event that the Deputy
Chief Executive Officer reaches this age while in office, he or
she will remain in office until the expiration of his or her
term of office.
The Board of Directors may remove a Deputy Chief Executive
Officer from office at any time, on the Chief Executive Officer’s
recommendation. If the removal from office is carried out
without proper justification, it may result in damages.
The Chair, if also exercising the duties of Chief Executive
Officer, the Chief Executive Officer or each of the Deputy
Chief Executive Officers may delegate their powers to carry
out one or several specific transactions or categories of
transaction.
Board of Directors’ Internal Rules
The Board of Directors has established the Board of Directors’
Internal Rules describing its rules of procedure, which add
to the related provisions of the law and the Company’s
Articles of Association.
The Internal Rules describe how the Board of Directors and
its Committees are organised and operate, their powers
and duties, and the rules of conduct applicable to members
of the Board of Directors(2).
The Internal Rules were last updated on 18 December 2024
and 27 February 2025 (see section 7.2 below).
(1)
See Chapter 5 “Corporate governance report” for a description of the restrictions on Management’s powers and Appendices A and B to the Board of
Directors’ Internal Rules set out in section 7.2 below.
(2)
See Chapter 5 “Corporate Governance Report” for a description of the Committees of the Board, the restrictions on the Chief Executive Officer’s
powers and the procedures for overseeing and assessing the Board’s work.
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7.1.2
Allocation of income (excerpts from Articles 33 and 34
of the Articles of Association)
The income statement breaks down the income and expenses
for the financial year. After deducting amortisation, depreciation
and provisions, it shows the profit or loss of the financial year.
From this profit, net of any losses carried forward, as the case
may be, is first withheld: at least five per cent to fill the legal
reserve fund, which stops being mandatory when the amount
of the reserve held in said fund reaches one-tenth of the share
capital, but continues to apply if, for any reason whatsoever,
the legal reserve falls below said threshold, and any sums to
be allocated to reserves as required by law.
The necessary sum is withheld from the profit calculated as
described above, plus any retained earnings, in order to
provide a first dividend pay-out of 5% interest per year on
the amount paid for the shares, it being specified that, if in a
given financial year profits are not high enough to make
this payment, amounts cannot be withheld from profits
expected in future financial years.
The surplus is available to the General Meeting for
distribution to all shares.
However, the Annual General Meeting may decide, as
suggested by the Board of Directors, provided the legal
reserve is filled and the 5% interest on the nominal value
of the shares has been paid out but before any other
distributions, to withhold amounts it deems useful to allocate
to any non-mandatory, ordinary or exceptional reserves,
with or without a specific allocation.
Subject to a Board of Directors’ proposal and a General
Meeting decision, sums allocated to reserves can later be
either distributed or capitalised.
In addition, the General Meeting may decide to distribute
sums deducted from the reserves at its disposal. In that
case, the decision clearly states which reserve(s) said sums
are being deducted from.
The total or partial amortisation of the shares triggers a
corresponding loss of the right to the first dividend and the
right to redeem the par value of the share.
The Ordinary General Meeting may determine the distribution
of profits or reserves based on the number of transferable
securities comprising the Company’s assets which may
require shareholders to form groups to obtain a whole
number of securities distributed.
Any dividends that have not been received within five years
from the date on which they were paid out are allocated in
accordance with legal provisions.
7.1.3
General Meetings
Notice of Meeting, participation (excerpts from Articles 25 and 27
of the Articles of Association)
General Meetings are convened under the conditions
required by law.
The General Meeting brings together all shareholders,
irrespective of the number of shares each of them holds[.]
The right to participate in General Meetings is subject to
the registration of shares in a securities account in the
name of the shareholder or the intermediary registered on
the shareholder’s behalf if the shareholder resides outside
France, within the time frame provided for under Article
R. 225-85 of the French Commercial Code. This securities
account registration is made either in the registered securities
accounts managed by the Company or its authorised agent,
or in the bearer securities accounts managed by an authorised
intermediary. The registration of securities in the bearer securities
accounts managed by an authorised intermediary is reported
in a certificate of share ownership (attestation de participation)
delivered by the latter electronically, as the case may be,
in the appendix to the form for voting by post or by proxy,
or for requesting an admission card, as applicable, filled out in
the name of the shareholder or on behalf of the shareholder
represented by the registered intermediary. A statement is
also issued to shareholders who wish to attend the General
Meeting in person and who have not received an admission
card within the time frame specified under the terms of
Article R. 225-85 of the French Commercial Code.
Meetings are held in the city in which the registered office
is located or at any other location in France, as specified by
the party calling for the meeting.
Voting rights (double voting rights) (excerpt from Article 28‑III
of the Articles of Association)
Every shareholder holds as many votes as the shares he or
she holds or represents, without limitation, with the only
exception of the cases provided for by law or in these
Articles of Association.
However, a double voting right is assigned, under the applicable
legal conditions, to all fully paid-up shares effectively held
in registered form in the name of the same shareholder for
at least two (2) years(1), as well as, in the event of a share
capital increase via capitalisation of reserves, profits, or issue
premiums, to those registered shares granted free of charge
to a shareholder in connection with old shares for which he
or she is entitled to this right.
(1)
It should be noted that following the approval of the Accelerated Safeguard Plan by the shareholder class meeting on 11 January 2024, in
accordance with the Lock-Up Agreement entered into on 5 October 2023 and with the 15th resolution in the Appendix to the Company’s Accelerated
Safeguard Plan, which was approved by the Paris Commercial Court on 26 February 2024, the period required for the allocation of double voting
rights granted by the Company to its shareholders was reduced from four years to two years, following the completion of the financial restructuring
on 27 March 2024. The Board of Directors’ meeting on 27 March 2024 acknowledged the entry into force of the Company’s new Articles of
Association and paragraph III of Article 28 amended as follows.
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The double voting right assigned to fully paid up registered
shares is forfeited ipso jure for any share that was converted
to bearer form or that was subject to a transfer of ownership
except in the event of a transfer in which the shares remain
in registered form, pursuant to the terms of Article L. 225‑124
of the French Commercial Code.
The vote or proxy issued by an intermediary that has either
not declared itself as an intermediary registered as a holder
of securities on behalf of third parties not domiciled
in France, or has not disclosed the identity of the owners
of the shares for which it is a registered intermediary, in
accordance with regulations in force, will not be counted.
7.1.4
Identification of Shareholders (excerpts from Article 11
of the Articles of Association)
The Company or its agent may, under the applicable legal
and regulatory conditions, ask the main custodian of financial
instruments at any time, directly or through one or more
intermediaries in accordance with Article L. 211-3 of the
French Monetary and Financial Code (Code monétaire et
financier), for the name or, if it is a legal entity, the corporate
name, the nationality, the year of birth or, if it is a legal
entity, the year of incorporation, the postal and, if necessary,
the email address of the holders of bearer shares granting
immediate or future access to a voting right at shareholders’
meetings, the number of securities each of them holds and,
as the case may be, the restrictions attached to these
securities, as well as any other information provided for by
the applicable legal and regulatory provisions.
When a financial institution identifies, in the list it is
responsible for drawing up, following a request referred
to in the first paragraph above, an intermediary mentioned
in the seventh paragraph of Article L. 228-1 of the French
Commercial Code registered on behalf of one or more
third-party shareholders, it will forward this request to him
or her, unless the Company or its agent expressly objects
at the time of the request. Said registered intermediary is
required to forward the information to the financial institution,
which is responsible for disclosing it, as the case may be,
to the Company, its agent or the main custodian. If the identity
of the securities owner(s) cannot be disclosed, the vote or
the power issued by the registered account intermediary
will not be taken into account.
Lastly, the Company has the right to ask any legal entity
holding more than 2.5% of the share capital or voting rights
to reveal the identity of the persons directly or indirectly
holding more than one-third of the share capital of said
legal entity or of the voting rights cast at this entity’s
shareholders’ meetings. Should the holders of these securities
or the intermediary of whom this information is requested
fail to disclose it under the applicable legal conditions, the
Company may suspend, or even remove the voting rights
and dividend rights attached to the shares or securities
granting immediate or future access to the share capital for
which these persons have been registered in an account.
Statutory disclosure thresholds
In addition to compliance with the legal obligation to
disclose holding certain fractions of the share capital and
any attached voting rights, any natural person or legal
entity – including any intermediary registered as the holder
of securities for persons not domiciled on the French
territory – who, either alone or jointly with other natural
persons or legal entities, come to hold or to stop holding,
in any way whatsoever, a fraction equal to 1% of the voting
rights or share capital or a multiple of this fraction, must notify
the Company, by registered letter with acknowledgement
of receipt sent within five trading days of effectively
crossing one of these thresholds. It must declare the total
number of shares and total number of voting rights it holds.
For the determination of these thresholds, account is taken
of shares that are assimilated with the shares already
owned and the associated voting rights, in accordance with
the provisions of Articles L. 233-7 and L. 233-9 of the French
Commercial Code.
In each disclosure made as provided for above, the disclosing
shareholder must certify that the disclosure includes all the
securities held or owned within the meaning of the above
paragraph. The disclosing shareholder must also indicate
his or her identity and that of the persons or legal entities
acting in concert with the disclosing shareholder, the total
number of shares or voting rights held directly or indirectly,
alone or in concert, the date and reason for the disclosure
threshold being crossed and, if applicable, the information
referred to in the third paragraph of Article L. 233-7 of the
French Commercial Code.
These disclosure requirements will no longer apply in the
event that a single or several shareholder(s) acting jointly
hold more than 50% of the voting rights.
In the event of any failure to disclose information under
these conditions, the portion of shares in excess of what should
have been declared are deprived of the right to vote in
shareholders’ meetings provided, during a given shareholders’
meeting, the failure to disclose is officially acknowledged
and one or several shareholders jointly holding at least 5%
of the share capital or voting rights make the request
at said meeting. Under the same conditions, voting rights
that have not been properly declared cannot be exercised.
If deprived, a voting right cannot be exercised at any
shareholders’ meeting for two years as from the date on
which the disclosure issues are remedied.
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Board of Directors’ internal rules
7.2
BOARD OF DIRECTORS’ INTERNAL RULES
The Board of Directors has decided to consolidate, clarify
and, if necessary, supplement the legal, regulatory and
statutory provisions applicable to it.
For this purpose, the Board of Directors has established
a set of internal rules to incorporate the principles and
recommendations of the Afep-Medef Code of Corporate
Governance (hereinafter the “Afep-Medef Code”) and the
application guide of the High Committee on Corporate
Governance (Haut Comité de gouvernement d’entreprise)
to which it adheres, and to organise their implementation.
These internal rules describe how the Board of Directors
and its Committees are organised and operate, their
powers and duties, and the rules of conduct applicable to
members of the Board of Directors.
The Internal Rules were last amended on 27 February 2025.
I.
Organisation and operations of the Board of Directors
Article 1. Election of Directors
Directors are elected, or their terms of office renewed, for
three-year periods. They are eligible to stand for re-election
on expiry of their term. Part of the Board of Directors is
renewed each year.
Recommendations of candidates for election are first reviewed
by the Appointments and Compensation Committee
(see sections below entitled “Technical Committees of the
Board – General provisions” and “Appointments and
Compensation Committee”).
Directors must be selected based on their ability, the
diversity of their experience, their desire to be involved
in the development of the Company and its subsidiaries
(the "Group") and the contribution they can make to the
Board of Directors’ efforts.
If, from one General Meeting to the next, one or more seats
on the Board should become vacant due to the death or
resignation of a Director, the Board of Directors may appoint
temporary Directors. Such appointments are subject to the
shareholders’ ratification at the next General Meeting.
A Director appointed to replace an outgoing Director serves
for the remainder of his/her predecessor’s term.
No person over the age of seventy (70) may be elected as
Director or serve as permanent representative of a legal
entity, if such election would cause the number of Directors
and permanent representatives of legal entities over said
age serving on the Board to rise to above one-third of all
Directors. Should this threshold be exceeded, the oldest
Director or permanent representative of a legal entity is
considered as having resigned at the Ordinary General
Meeting held to approve the financial statements for the
financial year in which the threshold was exceeded.
The Board of Directors seeks to apply the guiding principles
of the Afep-Medef Code to its membership and, in particular,
to its gender balance and number of Independent Directors,
in accordance with the terms and criteria suggested,
in particular, in the Afep-Medef Code.
The appointment of Directors representing employees is
carried out according to the terms and conditions set forth
in the French Commercial Code and the Company’s Articles
of Association.
Article 2. Meetings and decisions of the Board of Directors
The Board of Directors meets as often as necessary to protect
the interests of the Company and whenever it deems
appropriate.
Meetings are called by the Chairman or in the Chairman’s
name by any person designated by him/her. If the Board
of Directors has not met for more than two months, at least
one third of the Directors may ask the Chairman to call
a meeting to discuss a specific agenda. The Chief Executive
Officer may also ask the Chairman to call a meeting of the
Board of Directors to discuss a specific agenda.
Meetings are held at any venue specified in the notice
of meeting.
A Director may choose another Director as his proxy to
represent him at Board meetings. The proxy may be granted
by any means as long as there is a clear indication of the
Director’s desire to be represented. Each member may
represent only one other member.
Subject to prior notification and justification sent to the
Company and the Board of Directors, a Director (and/or
Non-Voting Director) may, for a limited period of time,
request that no meeting notice, text of proposed decisions
or documents necessary for the information of the Directors
(and/or Non-Voting Directors) be sent to him and may
request not to attend meetings of the Board of Directors
(and/or committees).
The above paragraph’s provisions shall apply to the permanent
representative of a legal entity.
A quorum of at least half the Directors is required for the
meeting to transact business validly. Decisions are made
by majority vote of the members present in person or
represented. In the event of a tie vote, the Chairman of the
meeting casts the deciding vote.
In accordance with legal and regulatory provisions, members
of the Board of Directors may participate in Board meetings
via means of telecommunication.
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Said means of telecommunication shall at least transmit
the participant’s voice and meet the technical requirements
to allow identification of the Directors in question and
to ensure their effective participation in the Board meeting,
the proceedings of which shall be broadcast continuously
and simultaneously.
In the event of doubt or poor reception, the Chairman
of the meeting is authorised to postpone the meeting
by a maximum of 2 hours. After this period, the Chairman
is authorised to decide to continue the Board meeting
without taking into account, in the calculation of the
quorum and the majority, the member or members whose
presence or voice can no longer be identified with sufficient
certainty, provided that the quorum remains sufficient with
the remaining Directors. In addition, the Chairman may
also decide to interrupt the participation of the Director
concerned in the Board meeting in the event of a technical
malfunction during the meeting of the means of
telecommunication that no longer ensures the complete
confidentiality of the decisions.
Directors taking part in Board meetings by telecommunications
are deemed to be present for the purposes of calculating
the quorum and majority.
Furthermore, the Chairman may authorise a Director to take
part in meetings by any other means of telecommunication,
without such participation being taken into account for the
purposes of calculating the quorum and majority.
The Board of Directors may also invite non-members of the
Board of Directors to attend its meetings, without voting
rights and in a consultative capacity only, including by
telecommunication.
An attendance register is drawn up and signed by the
members of the Board of Directors attending the meeting.
By signing the attendance register, the Chairman of the
meeting certifies the presence of the Directors attending
a meeting via telecommunication.
In accordance with legal and regulatory provisions, at the
Chairman's initiative, the Board of Directors may adopt any
decisions by written consultation under the conditions
provided for by law(1). Written consultation with the Directors
may be carried out by email.
In this case, each Director is provided with the text of the
proposed decisions and all the documents needed to ensure
the Directors are informed. At the initiative of the Chair,
the Directors will be asked to vote, by any written means,
including electronically, on the text or texts of the proposed
decisions within three business days of the written
consultation being sent out, or within the period indicated
in the consultation. Any Director may object to the use of
a written consultation by informing the Chair in writing
before the expiry of the period indicated in the written
consultation. In the event of objection, the Chair shall
immediately inform the other Directors(1).
Any Director that does not send his written response to the
consultation to the Chairman of the Board of Directors within
the applicable time frame is deemed absent and not to have
participated in the decision. Any decision made by written
consultation is only valid if at least half of the members of the
Board of Directors have participated in the decision by sending
a written response. The majority rules described in paragraph 7
above apply to decisions taken by written consultation(1).
During the response period, Directors may send written
questions to the Chairman of the Board, which shall
be answered.
Article 3. Board meeting minutes
Board resolutions are recorded in minutes signed by the
Chairman of the meeting and at least one of the Directors
present. Minutes are approved at the next Board meeting
and a draft copy is sent to all Directors before said meeting.
The minutes shall mention the means of telecommunication
used and the name of each Director who attended in the
Board meeting by these means. In this respect, the minutes
shall also mention any technical incidents that may have
occurred during the meeting.
Decisions taken by the Board of Directors following written
consultations are recorded in minutes signed by the Chairman
of the Board of Directors.
Copies of or extracts from the minutes are validly certified
by the Chairman of the Board of Directors, the Chief Executive
Officer, a Deputy Chief Executive Officer, the Director
temporarily acting as Chairman, the Secretary of the Board
or an authorised representative.
Article 4. Compensation of the Board of Directors’ members
The Board of Directors can receive an aggregate annual
compensation for its activities, determined by shareholders
at the General Meeting.
The total amount of compensation thus allocated by the
General Meeting pursuant to Article 22-II of the Articles of
Association, is distributed by the Board of Directors, based
on the proposal or recommendation of the Appointments
and Compensation Committee, under the conditions set
forth by law, in accordance with the following terms and
conditions:
• a fixed amount allocated to each Director, payable
half‑yearly;
• a variable portion based on effective attendance at Board
meetings, which shall be higher than the fixed amount;
• any member of the Board of Directors can also receive a
lump sum compensation in consideration of his specific
experience or special assignments entrusted to him.
(1)
These provisions relating to the adoption of decisions by written consultation are subject to the amendment of Article 18 of the Articles of
Association submitted to the Extraordinary General Meeting of 30 April 2025.
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The Board of Directors sets, as the case may be, the amount
of any other compensation payable to the Chairman and
Vice-Chairman or Chairmen of the Board of Directors. It may
also allocate exceptional compensation for special assignments
or duties entrusted to its members.
Board members can be reimbursed for reasonable costs
and expenses incurred while performing their duties, insofar
as they provide the supporting documents.
Each Director, whether a natural person, a legal entity or
a permanent representative, undertakes to hold a number
of shares in the Company equivalent to the sum of at least
equivalent to one year’s Director’s compensation (fixed
lump sum) in respect of his duties as Director (calculated
using 8,500 euros and the weighted average price of the
Company's shares during the previous financial year). Each
Director has a period of two (2) years from their entry into
office or the renewal of their term of office to increase their
holding of shares to this minimum level. The Company
shares held by Directors shall be registered in the name
of the same shareholder, either directly or through an
intermediary, in accordance with the conditions set forth
by law and regulations. These provisions do not apply to
Directors representing employees.
II.
Authority and powers of the Board of Directors
Article 5. Duties and powers of the Board of Directors
The Board of Directors carries out its duties in accordance
with the provisions of Article L. 225-35 of the French
Commercial Code.
The Board of Directors also determines how the Company's
Senior Management should be exercised, either by the
Chairman of the Board of Directors or by an individual, who
may or may not be a Director, appointed by the Board and
having the title of Chief Executive Officer.
The Board of Directors exercises the powers vested in it by law
and the Articles of Association. To this end, it has a right
to information and communication, and can rely on the
assistance of specialised technical Board Committees.
It ensures that shareholders and investors receive relevant,
balanced, and instructive information on the Company’s
strategy, development model and consideration of significant
non-financial issues, as well as on its long-term prospects.
It strives to promote the creation of long-term value for
the Company.
A – Powers vested in the Board of Directors
In particular, the Board of Directors examines and approves
the individual and consolidated annual and half-yearly
financial statements and submits reports on the business
and results of the Company and its subsidiaries; it also
approves management forecasts. It deliberates annually on
the Company’s policy on professional and wage equality
in the workplace. Each year, it draws up the report on
corporate governance pursuant to Article L. 225-37 of the
French Commercial Code and, particularly, the compensation
policy for corporate officers pursuant to Article L. 22-10-8 of
the French Commercial Code which is included in said report.
It summons General Meetings and can, upon delegation,
carry out securities issues.
B – Reserved Matters requiring the Board
of Directors’ prior authorisation
In addition to the prior authorisations expressly provided for
by law concerning sureties, endorsements or guarantees
on behalf of the Company and the regulated agreements
referred to in Article L. 225-38 of the Commercial Code,
the Board of Directors has decided, as an internal rule, to
submit for its prior authorisation certain management
transactions carried out by the Company in consideration of
their nature or amount, as specified in the paragraph
“Senior Management” below.
Accordingly, the Board of Directors shall authorise all
transactions that may affect the strategy of the Company
and the subsidiaries, their financial structure or the scope of
their activities, after consulting the Strategic Committee
where appropriate.
Article 6. Right to obtain and receive information
At any time of the year, the Board of Directors carries out
the verifications and controls it deems necessary and
at the times it deems appropriate. The Chairman or the Chief
Executive Officer is required to provide each Director with
all documents and information required for the performance
of his duties.
Prior to each Board meeting, the members of the Board of
Directors shall receive all the information they require,
subject to availability and depending on the progress of the
issues, to examine the points to be discussed by the Board
of Directors.
The Board is kept regularly informed of and regularly
reviews developments in the Group's business and results,
major risks such as financial, operational, social and
environmental risks, risk management policies, the financial
situation and cash position, as well as all significant events
and transactions relating to the Company.
The Chief Executive Officer provides the Board of Directors
with the following information at least once every quarter:
• operations of the Company and its main subsidiaries
including, in particular, revenues and changes in income;
• debt and the credit lines available to the Company and its
main subsidiaries;
• headcount data for the Company and its main subsidiaries.
Once every six months, the Board of Directors reviews the
Group's off-balance sheet commitments.
Board members also receive information on market trends,
the competitive environment and key challenges, including
the Company's social and environmental responsibilities.
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Directors can request meetings with the Group’s key executives,
including in the absence of corporate officers, provided that
the latter received prior notification of said meetings.
Between Board meetings, Directors shall receive all relevant
information about the Company, including any documents
issued by the Company to its shareholders.
Article 7. Chairman of the Board of Directors
The Chairman of the Board of Directors organises and chairs
Board meetings, on which he reports to the shareholders
at the General Meeting. He/she ensures that the Company's
governing bodies operate properly and, in particular, that
the Directors are able to perform successfully their duties.
The Chairman is elected for a term of no more than three
years, and in any event for no longer than his term of office
as Director. The Chairman's term of office may be renewed.
If the Chairman reaches the age limit set by the Articles of
Association, he remains in office until his current term expires.
In the event of the temporary inability to act or death of the
Chairman, the Board of Directors may delegate the duties
of Chairman to a Director. In the event of temporary
impediment, this delegation is given for a limited period;
it is renewable. In the event of death, the delegation is valid
until the appointment of a new Chairman.
Article 8. Senior Management
Pursuant to the terms of Article L. 225-56 of the French
Commercial Code, the Chief Executive Officer is vested with
the broadest powers to act on behalf of the Company in all
circumstances. He/she exercises these powers within the
limits of the corporate purpose and subject to those powers
expressly vested, by law, in shareholders' meetings and
the Board of Directors. He represents the Company in its
dealings with third parties.
However, the Board of Directors has decided to submit for
its prior authorisation, as an internal rule, the transactions
listed in Appendix A (the "Reserved Matters for the Board
of Directors").
In addition, the Board of Directors resolves that the Chief
Executive Officer may take the decisions referred to in
Appendix B ("Prior Opinion of the Strategic Committee")
after obtaining the prior approval of the Strategic
Committee, it being specified that the Strategic Committee
shall report on its opinions in this respect to the next Board
of Directors’ meeting.
All of these provisions apply to transactions carried out
both by the Company itself and by the companies it directly
or indirectly controls, with the exception of intra-Group
transactions.
The term of office of the Chief Executive Officer is freely
determined by the Board of Directors but may not exceed
three years. If the Chief Executive Officer reaches the age
limit set by the Articles of Association, he shall remain in
office until the expiry of his current term.
If the Chief Executive Officer is temporarily unable to carry
out his duties, the Board of Directors shall provisionally
appoint a Chief Executive Officer whose term of office shall
end on the date on which the Chief Executive Officer is
again able to carry out his duties.
At the Chief Executive Officer’s proposal, the Board of
Directors may appoint one or more individuals to assist the
Chief Executive Officer with the title of Deputy Chief
Executive Officer.
The Board of Directors cannot appoint more than five
Deputy Chief Executive Officers.
In agreement with the Chief Executive Officer, the Board of
Directors determines the scope and duration of the powers
vested in the Deputy Chief Executive Officers. In relation to
third parties, the Deputy Chief Executive Officers have the
same powers as the Chief Executive Officer.
The Chairman, if he is also the Chief Executive Officer,
the Chief Executive Officer or each of the Deputy Chief
Executive Officers are authorised to grant sub-delegations
or substitutions of powers for one or more specific
transactions or categories of transactions.
Appendix A – Reserved Matters
for the Board of Directors
The Reserved Matters are related firstly to (1) corporate and
legal decisions, and secondly to (2) business and commercial
decisions. Their implementation requires the prior authorisation
of the Board of Directors, where appropriate, after consultation
with the relevant Specialised Committee of the Board of
Directors with regard to the tasks entrusted to it.
In each case, excluding operations and/or transactions, the
specific terms of which have been clearly and explicitly
detailed, quantified and authorised in the Group's current
business plan or current annual budget (previously approved
by the Board of Directors and as amended, where applicable,
by the Board of Directors).
1.
Corporate and legal decisions
(a) Delisting of Casino;
(b) Approval, implementation or modification of any material
reorganisation;
(c) Any merger, demerger spin-off, contribution or any
transaction of similar effect with respect to any Group
company;
(d) Any repurchase or cancellation of own shares by a
Group company;
(e) Any capital increase or issue of equity securities or
securities granting access, whether immediately or in
the future, to the share capital of any Group company,
in each case to the benefit of a third party;
(f)
Any proposal of material changes to the Articles of
Association of any Group company;
(g) Any proposal or payment concerning any dividend, or
any other distribution;
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(h) Decision to initiate or to implement any insolvency,
procedure, dissolution, cessation of business, winding-up
or liquidation with respect to any Group company;
(i)
Decision to approve the Company's financial statements
and the Group's consolidated financial statements;
(j)
Any transaction with related parties as defined under
Articles L. 225-38 of the French Commercial Code, except
for transactions referred to under Article L. 225‑39 of the
French Commercial Code;
(k) Any proposal for the appointment, renewal or dismissal
of the Company's Statutory Auditors;
(l)
Any amendment to the Internal Rules of the Board of
Directors or any amendment to the charters of the
Specialised Committees;
(m) Disclosure policy in compliance with applicable laws
and regulations on market disclosure requirements.
2.
Business and commercial decisions
(a) Approval and significant amendment of the Group's
annual budget (as well as the individual budgets of
the main operating units – Monoprix, Franprix, Cnova,
Convenience), which will be reviewed as part of the Group's
budgetary process, financing policy and medium-term
business plan;
(b) Disposal or acquisition of a substantial part of the
business, significant shareholdings or strategic assets
(enterprise value or including debts relating to the entity
or business sold or acquired) with a value exceeding
€250 million;
(c) Any decision to participate in any project or to enter
into, modify or terminate any agreement representing
a cost to the Company or a volume of sales for an
annual amount exceeding €100 million;
(d) Any capital expenditure (i) in excess of €100 million
individually, or (ii) in excess of €250 million in aggregate
in any given financial year;
(e) Entering into, amendment or termination of any
shareholders' agreement, partnership agreement (other
than in the ordinary course of business) or joint venture
agreement giving rise to a commitment by any Group
company
(including
any
potential
commitment),
for the term of such agreement, for a total amount
in excess of €250 million;
(f)
Any borrowing or other financial indebtedness (other
than drawings under the existing RCF) where the Group
company concerned is acting as debtor, excluding (x)
borrowing or other financial indebtedness for which
prior authorisation has been granted by the Board of
Directors (y) borrowing or other financial indebtedness
up to a cumulative amount of €250 million in any given
financial year and (z) for the avoidance of doubt,
operational financing in the ordinary course of business
(factoring, supplier financing, etc.);
(g) Any borrowing or other financial indebtedness for an
annual amount not exceeding €100 million or more
where the Group company concerned is acting as
creditor, excluding, for the avoidance of doubt, financial
indebtedness in the ordinary course of business;
(h) Any decision that may constitute an event of default in
respect of any agreement relating to financial indebtedness
where the amount of financial indebtedness at stake
exceeds €100 million;
(i)
Any decision to grant a security, a surety, an endorsement,
a pledge, or, more generally, a guarantee, with a value
equal to or greater than €150 million, granted by a Group
company in order to meet its debts or secure other debts
in favour of third parties, excluding sureties, endorsements
and guarantees in the name of the Company on behalf
of third parties falling within the scope of the annual
authorisation granted by the Board of Directors to the
Chief Executive Officer;
(j)
Entering into an agreement with any consultant, advisor
or similar service provider if the total compensation
exceeds €10 million in a given financial year;
(k) Initiation (as plaintiff) or settlement by a Group company
of litigation or arbitration proceedings for an amount
in excess of €50 million;
(l)
Any establishment of activities in a new jurisdiction or
any start-up of a new activity involving expenditure in
excess of €250 million;
(m) Any transaction which is not a current transaction for
the Company entered into under ordinary conditions;
(n) Any transaction other than those referred to in
paragraphs (b) to (m) above and with a value in excess
of €100 million;
(o) Policy for composition of the Casino Executive Committee;
(p) Allocation or modification of any stock option plan or free
share allocation plan of any Group company (or any
other similar instrument or incentive plan) for the benefit
of executive corporate officers, members of executive
or management committees and/or employees of any
Group company or certain categories of employees
(within the limits, where applicable, of the authorisations
granted to the Board of Directors by the general meeting
of shareholders).
Appendix B – Prior Opinion
of the Strategic Committee
Without prejudice, where applicable, to the opinion of the
relevant specialised Committee of the Board of Directors
with regard to the duties entrusted to it.
(a) Disposal or acquisition of a substantial part of the
business, significant shareholdings or strategic assets
worth between €25 million and €250 million;
(b) Any decision to participate in a project or to enter into,
amend or terminate an agreement for an annual
amount of between €25 million and €100 million;
(c) Any capital expenditure (i) of between €25 million and
€100 million individually, or (ii) of between €100 million
and €250 million in aggregate in any given financial year;
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(d) Entering into, amendment or termination of a
shareholders' agreement, partnership agreement (other
than in the ordinary course of business) or joint venture
giving rise to a commitment by a Group company
(including any potential commitment, such as, by way
of illustration, promise to purchase), for the term of such
agreement, or in the event of termination or expiry
of this agreement, for a total amount of between
€50 million and €250 million;
(e) Any borrowings or other financial indebtedness (other
than drawings under the existing RCF) where the
Group company concerned acts as debtor, excluding
(x) borrowings or other financial debt for which prior
authorisation has been granted by the Board of Directors
(y) borrowings or other financial debt in an annual
amount of between €100 million and €250 million and
(z) for the avoidance of doubt, operational financing in
the normal course of business (factoring, supplier
financing, etc.);
(f)
Any borrowing or other financial indebtedness for an
annual amount of between €25 million and €100 million
where the Group company concerned is acting as
creditor, excluding, for the avoidance of doubt, financial
indebtedness in the ordinary course of business;
(g) Any decision that may constitute an event of default in
respect of any agreement relating to financial indebtedness
where the amount of financial indebtedness at stake
is between €10 million and €100 million;
(h) Any decision by a Group company to grant a security,
a surety, an endorsement, a pledge, or, more generally,
a guarantee, in an amount of between €25 million and
€150 million, in order to meet its debts or secure other debts
in favour of third parties, excluding sureties, endorsements
and guarantees in the name of the Company on behalf
of third parties falling within the scope of the annual
authorisation granted by the Board of Directors to the
Chief Executive Officer;
(i)
Conclusion of a contract with any consultant, advisor
or similar service provider if the total compensation is
between €3 million and €10 million;
(j)
Initiation (as claimant) or settlement by a Group
company of litigation or arbitration proceedings in an
amount of between €25 million and €50 million;
(k) Any establishment of activities in a new jurisdiction or
any start-up of a new activity involving expenditure
of between €25 million and €250 million.
In each case, excluding operations and/or transactions
(i) the specific terms of which have been clearly and
explicitly detailed, quantified and authorised in the Group's
current business plan or current annual budget (previously
approved by the Board of Directors and as amended,
where applicable, by the Board of Directors) or (ii) which
have already been authorised by the Board of Directors
under the Reserved Matters.
III. Committees
Article 9. Technical Committees of the Board – General provisions
Pursuant to article 19-III of the Articles of Association, the
Board of Directors may set up one or more specialised
Committees, the composition and powers of which it shall
determine and which shall carry out their activities under
its responsibility. The purpose of these powers may not be
to delegate to a Committee the powers vested in the Board
of Directors by law or by the Articles of Association. Each
Committee reports on its tasks at the next meeting of the
Board of Directors.
The Committees are made up of at least three members,
who may be individual Directors, permanent representatives
or Non-Voting Directors, appointed by the Board of Directors.
Members are appointed on an entirely personal basis and
may not be represented.
The term of office of Committee members is set by the
Board of Directors. The term of office of Committee members
may be renewed.
The Board of Directors appoints a Chairman to each
Committee; except in special circumstances, the position
of Committee Chairman may not be held for more than
three consecutive years.
Each Committee determines the frequency of its meetings.
Each Committee may decide to invite any person of its
choice to attend its meetings.
The minutes of each Committee meeting are drawn up, unless
otherwise specified, under the authority of the Committee
Chairman and sent to the members of the Committee.
The minutes are also provided to all Board members as soon as
they have been approved by the Committee. The Committee
Chairman reports to the Board on the Committee's work.
The activities of each Committee are described in the Board
of Directors’ report on corporate governance.
Within its area of competence, each Committee issues
proposals, recommendations and opinions as appropriate.
To this end, it may carry out or commission any studies likely
to enlighten the decisions of the Board of Directors.
Committee members receive specific compensation allocated
by the Board of Directors based on the recommendation of
the Appointments and Compensation Committee under
the conditions laid down by law.
The Board of Directors currently relies on four Committees
for assistance: the Audit Committee, the Appointments
and Compensation Committee, the Strategic Committee
and the Governance and CSR Committee.
Each Committee has its own organisational and operating
charter, approved by the Board of Directors.
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Article 10. Strategic Committee
10.1. Membership – Organisation
The Strategic Committee is made up of at least three members
who are Directors or Non-Voting Directors (including at least
two Directors), appointed by the Board of Directors and
chosen for their knowledge and skills in the areas covered
by the Committee. Members are appointed on an entirely
personal basis and may not be represented.
The Strategic Committee meets at least four times per year,
either on predetermined dates or according to current
events, at the initiative of its Chairman, who may organise
any additional meeting if circumstances so require. If they
are unable to attend, Strategic Committee members may
attend meetings by any means of telecommunication.
The Chairman or the person delegated for this purpose
draws up an agenda for each meeting, which is sent
in advance to each member of the Strategic Committee.
The Strategic Committee may meet with any person of its
choice from the functional departments of the Company
and its subsidiaries, including in the absence of the Senior
Management. In carrying out its duties, the Strategic
Committee may call on any outside advisor or expert it
deems useful. The Strategic Committee also has the power
to organise any specific meetings with the statutory
auditors and the management of the Company and its
subsidiaries, as and when required.
The Strategic Committee reports to the Board of Directors
on its work, studies and recommendations. The Board of
Directors has absolute discretion to decide whether or not
to act on such recommendations.
The Strategic Committee has drawn up a charter, approved
in advance by the Board of Directors, describing its organisation,
operation, powers and responsibilities.
10.2. Role and duties of the Strategic Committee
To enable the Board of Directors to successfully manage
the Company's development, the Committee carries out
the following duties, without this list being exhaustive:
• review of the Group's overall medium and long-term strategy
as proposed by the Company's Chief Executive Officer;
• review of all major plans relating to the development and
strategic positioning of the Group, and in particular strategic
partnership plans and material external growth operations,
acquisitions, disposals, investments or, more generally,
any operation of a strategic nature;
• strategic analysis of the Group's various business lines,
implementation of the corporate strategy and review of
strategically significant operations;
• review of the competitive environment, the main
challenges facing the Group, and the resulting medium-
and long-term prospects for the Group;
• review of the Group's geographical presence strategy.
In order to facilitate the Company's operations and enable it
to take decisions quickly, the Board of Directors has decided
that the Chief Executive Officer shall obtain the prior
favourable opinion of the Strategic Committee for certain
transactions which do not fall within the scope of the Board
of Directors' Reserved Matters and which are listed in
Appendix B (Prior Opinion of the Strategic Committee). Any
decision covered by Appendix B shall first be submitted to
the Strategic Committee, which shall issue a favourable prior
opinion to the Chief Executive Officer. The Strategic Committee
shall report its opinions to the next Board meeting.
Article 11. Audit Committee
11.1. Membership – Organisation
The Audit Committee has at least three members, two‑thirds
of whom are independent within the meaning of the criteria
proposed by the Afep-Medef Code, appointed by the Board
of Directors from among its members who are experienced
in financial and management matters. Company executives
may not be members of the Committee.
The Committee meets at least four times a year at the
initiative of its Chairman, who may call additional meetings
if circumstances so require. Members of the Audit Committee
may attend meetings by any means of telecommunication
if they are unable to attend. The Chairman or the person
delegated for this purpose draws up an agenda for each
meeting, which is communicated in advance to each
Committee member.
The Audit Committee may meet with any person involved
in the operational management of the Company and
its subsidiaries, including in the absence of the Senior
Management. In the performance of its duties, the Audit
Committee may call on any outside consultant or expert
it deems appropriate to assist in its duties. The Audit
Committee also has the power to organise any specific
meetings with the statutory auditors and the management
of the Company and its subsidiaries.
The Audit Committee reports to the Board of Directors on
its work, studies and recommendations. The Board of Directors
has absolute discretion to decide whether or not to act on
such recommendations.
The Audit Committee has drawn up a charter, approved in
advance by the Board of Directors, describing its organisation,
operation, powers and responsibilities.
11.2. Role and duties of the Audit Committee
In accordance with the provisions of Article L. 821-67 of the
French Commercial Code, the Audit Committee, under
the responsibility of the Board of Directors, is responsible
for following up on issues relating to the preparation and
auditing of accounting and financial information.
It ensures compliance with the conditions of independence
required of those involved in the certification of sustainability
information and approves the provision of the services
mentioned in point 6 of Section II of Article L. 821‑67 of the
French Commercial Code.
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The Audit Committee can draw on the work of the Governance
and Social Responsibility Committee, regarding the duties
mentioned in points 1, 2, 3, 4, 5, 6 and 7 of Section II of Article
L. 821-67 of the French Commercial Code concerning
the monitoring of issues related to the preparation and
verification of sustainability information.
Company executives may not be members of the Committee.
11.2.1. Review of the accounts
and the financial statements
The main role of the Audit Committee is to assist the Board
of Directors in examining and approving the annual and
interim financial statements.
As part of its role in monitoring the process for preparing
accounting and financial information, the Audit Committee
examines the annual and half-yearly financial statements
of the Company and the Group and the related reports
before they are approved by the Board of Directors.
It ensures that they are consistent with the information
of which it is otherwise aware by considering the
appropriateness of the accounting principles and choices
used and their compliance with the accounting standards
in force.
As part of its role in monitoring the process of preparing
financial information, it provides recommendations, where
appropriate, to ensure the integrity of this information.
The Committee reviews the procedures for approving the
financial statements and the nature, scope and outcome
of the work undertaken by the Statutory Auditors for the
Company and its subsidiaries.
In this respect, the Audit Committee holds discussions with
the Statutory Auditors, including, if it so wishes, without the
Company’s representatives being present, and reviews their
audit reports and conclusions.
11.2.2. Statutory Auditors
The Audit Committee organises the procedure for selecting
the Statutory Auditors and receives information on the
selection procedures implemented within the Group’s
subsidiaries. In this respect, the Committee reviews and makes
a recommendation on the candidates to be presented
for appointment or re-appointment at the General Meeting,
which is sent to the Board of Directors and prepared
in accordance with the applicable regulations.
The Audit Committee ensures that the Statutory Auditors,
with which it liaises on a regular basis, comply with
the conditions of independence defined by the applicable
regulations. In particular, it reviews their relationships with
the Company and its subsidiaries and gives its opinion on
their fees.
The Audit Committee approves the provision of services
other than the audit of the financial statements that may
be provided by the Statutory Auditors or members of their
network in accordance with applicable regulations. It defines
the approval procedure in accordance with the conditions,
if any, specified by the competent authorities.
It monitors the progress of the Statutory Auditors’ work.
The Audit Committee reports to the Board of Directors on
the results of the audit engagement, the way in which this
engagement contributed to improving the soundness of
the financial information, and the role the Committee
played throughout this process.
11.2.3. Monitoring of the effectiveness of internal
control and risk management systems
The Audit Committee monitors the effectiveness of the internal
control and risk management systems and, where appropriate,
the internal audit system, with regard to the procedures
relating to the preparation and processing of accounting
and financial information and sustainability information,
without compromising its independence. It examines
the Company's exposure to financial and non-financial
risks. With respect to sustainability information and risks,
it may draw on the work of the Governance and Social
Responsibility Committee.
The Audit Committee periodically reviews the internal control
procedures and, more generally, the audit, accounting and
management procedures of the Company and the Group,
through discussions with the Chief Executive Officer, the
internal audit teams, and the Statutory Auditors.
The Audit Committee is also responsible for examining any
transaction, fact or event that may have a significant impact
on the situation of Casino, Guichard-Perrachon or its
subsidiaries in terms of commitments and/or risks. It ensures
that the Company and its subsidiaries have internal audit,
accounting and legal teams that are able to anticipate and
protect against risks and anomalies in the management
of the Group’s business.
11.2.4. Prior review of related-party agreements
The Board of Directors of Casino, Guichard-Perrachon has
introduced a specific internal procedure that requires
the prior review by the Audit Committee of any agreements
or transactions between Casino, Guichard-Perrachon or
any of its wholly owned subsidiaries (“Subsidiary”)(1) on
the one hand, and a related party, on the other hand,
the amount of which, individually or in aggregate with
the same related party during the same financial year,
exceeds (i) 10 million euros per transaction, and above the
threshold of 10 million euros in aggregate, (ii) 1 million euros
per transaction.
Related parties include:
(i)
any company controlled exclusively or jointly, directly or
indirectly, other than Subsidiaries;
(ii) any company accounted for by the equity method in
the consolidated financial statements;
(iii) any company that directly or indirectly controls
Casino, Guichard-Perrachon.
However, the procedure does not apply to related-party
agreements and transactions regarding, in particular, routine
business transactions carried out in the ordinary course of
the Group’s business (for example, purchases/sales of goods,
leasing of commercial premises and franchise or affiliation
agreements) or the granting or remuneration of a surety or
guarantee unless the remuneration is not in line with the
standard operating procedure in place within the Group.
(1)
“Subsidiary” refers to any company in which Casino, Guichard-Perrachon holds all the shares after deduction of the minimum number of
shareholders required for certain types of companies, as well as the number of shares held by the Group's managers and employees up to a limit
of 5%.
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This prior review process is governed by a specific charter
drawn up by the Audit Committee and approved by the
Board of Directors.
In accordance with the policy established by the Board of
Directors for determining and assessing current agreements,
which is governed by a specific charter drawn up by the Audit
Committee and approved by the Board of Directors, the
Audit Committee carries out an annual review of agreements
classified as current and reports to the Board of Directors.
Each year, the Audit Committee also examines whether the
current policy for determining and evaluating ordinary
agreements is still appropriate to the Company's situation
and, if necessary, proposes any required changes to the
Board of Directors.
The Audit Committee may fulfil any other duties associated
with its role at the request of the Board of Directors.
Article 12. Appointments and Compensation Committee
12.1. Membership – Organisation
The Appointments and Compensation Committee has at
least three members, the majority of whom are independent
within the meaning of the criteria proposed by the Afep-
Medef Code, appointed by the Board of Directors. Company
executives may not be members of the Committee.
Nevertheless, the Chairman of the Board of Directors is
involved in the procedure for selecting new Directors.
The Committee meets at least twice a year at the initiative
of its Chairman, who may arrange additional meetings
if circumstances so require. Committee members may
participate in meetings, if unable to do so, by any means of
telecommunication. The Chairman or the person delegated
for this purpose shall draw up an agenda for each meeting,
which shall be communicated in advance to each member
of the Committee.
Together with the Chief Executive Officer, the Appointments
and Compensation Committee can rely on the cooperation
of the Group’s Human Resources department, particularly
whenever the Committee is informed on the compensation
policy applicable to key executives who are not corporate
officers.
In the performance of its duties, the Committee may call
upon any outside consultant and experts it deems appropriate.
The Appointments and Compensation Committee will
report to the Board of Directors on its work, research and
recommendations. The Board of Directors has absolute
discretion to decide whether or not to act on such
recommendations.
12.2. Role and duties of the Appointments
and Compensation Committee
12.2.1. Compensation
The Committee is responsible for:
• preparing the adoption by the Board of Directors of the
compensation policy for corporate officers, describing all
the components of fixed and variable compensation and
explaining the decision-making process used to determine,
review and implement it, and to ensure that the
compensation policy for corporate officers is consistent
with the Company's corporate interests, contributes to its
long-term viability and is in line with its business strategy
in accordance with the law;
• preparing information for setting the compensation of
the Chief Executive Officer and, where applicable, the Deputy
Chief Executive Officer(s), and proposing the qualitative
and/or quantitative criteria for determining the variable
part of this compensation, including one or more criteria
relating to social and environmental responsibility;
• assessing all other benefits or indemnities granted to the
Chief Executive Officer and, where applicable, to the Deputy
Chief Executive Officer(s);
• submitting proposals and formulating opinions on Directors’
compensation policy and any other compensation and
benefits for Directors and Non-Voting Directors;
• reviewing proposals for stock option plans and/or free
share plans to be granted to employees and managers of
the Group, in order to enable the Board of Directors to set
the total and/or individual number of options or free
shares to be granted, as well as the terms and conditions
of any such grants.
12.2.2. Appointments
The Committee is responsible for:
• reviewing the composition of the Board of Directors;
• implementing the procedure for selecting new Directors
or renewing the terms of current Directors, as well as
reviewing candidates based on the criteria and guidelines
set by the Governance and CSR Committee;
• making recommendations of candidates to be appointed
as members of the Board’s Specialised Committees;
• reviewing potential candidates for the positions of Chief
Executive Officer and, where applicable, Deputy Chief
Executive Officer;
• obtaining all relevant information relating to the recruitment
terms and conditions, compensation and status of senior
executives of the Company and its subsidiaries;
• periodically assessing the independence of Directors
based on the criteria set forth in the Afep-Medef Code;
• reviewing the talent development and succession plans;
• stating its opinion on the appointment of the Lead Director,
who is selected from among the members of the
Governance and CSR Committee, based on the Chairman
and Chief Executive Officer’s proposal.
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ADDITIONAL INFORMATION
Board of Directors’ internal rules
Article 13. Governance and CSR Committee
13.1. Membership – Organisation
The Governance and CSR Committee is made up of at least
three members appointed by the Board of Directors from
among the Directors, and at least two-thirds of whom shall
be independent within the meaning of the criteria set out
in the Afep-Medef Code. It may not include any executives.
As part of its duties under Article L. 821-67 of the French
Commercial Code, concerning the monitoring of issues
related to the preparation and verification of sustainability
information, the Governance and CSR Committee is composed
in accordance with the provisions of the same Article.
The Committee meets at least four times a year at the
initiative of its Chairman, who may call additional meetings
if circumstances so require. Committee members may
participate in meetings, if unable to do so, by any means of
telecommunication. The Chairman or the person delegated
for this purpose shall draw up an agenda for each meeting,
which shall be communicated in advance to each member
of the Committee.
In the performance of its duties, the Committee may call
upon any outside consultant and experts it deems appropriate.
The Governance and CSR Committee reports to the Board of
Directors on its work, research and recommendations, with
the Board of Directors having absolute discretion to decide
whether or not to act on such recommendations.
13.2. Role and duties of the Governance
and CSR Committee
13.2.1. Corporate governance
The Committee is responsible for:
• preparing and updating the internal rules of the Board of
Directors, as well as the charters of its specialised Committees
set up within the Board, the charter relating to related-
party agreements, and any other charter in force;
• reviewing changes in corporate governance guidelines
(in particular within the framework of the Afep-Medef
Code) and identifying emerging practices or significant
developments in corporate governance-related regulations
and/or practices, both in France and abroad;
• leading discussions and formulating recommendations
to the Board of Directors on best practices in corporate
governance and, where appropriate, on the action to be taken;
• monitoring the corporate governance-related practices
implemented by the Group’s subsidiaries and ensuring
their consistency with those in force within the Company.
If necessary, the Committee will issue recommendations;
• preparing for the Board’s examination of corporate
governance issues;
• reviewing the draft report on corporate governance on an
annual basis and submitting any observations before it is
approved by the Board of Directors.
13.2.2. Directors’ conduct
The Governance and CSR Committee is called upon to:
• deal with matters relating to the code of ethics applicable
to Directors. In this area, it discusses issues referred to it
by the Board of Directors or its Chairman, or on its own
initiative;
• in this respect, the Governance and CSR Committee
ensures that a Directors' Charter is drawn up and, where
appropriate, regularly updated;
• ensure compliance with and proper application of the
rules of professional conduct, in particular those set out
in the Directors’ Charter.
13.2.3. Assessment of the Board of Directors
Within the framework of corporate governance principles,
the Governance and CSR Committee is responsible for setting
the terms and conditions and implementing the assessment
of the Board of Directors’ organisation and operation.
13.2.4. Membership of the Board of Directors
and Committees of the Board
The Governance and CSR Committee periodically reviews
the structure, size and membership of the Board of Directors
and its Committees and submits recommendations to the
Board for any changes.
13.2.5. Corporate social responsibility (CSR)
and sustainability matters.
In line with the Group’s strategy, the Governance and CSR
Committee examines the Group's commitments and policies
in terms of ethics and corporate social and environmental
responsibility, and non-financial matters in general, the
implementation of these policies and their results, and submits
any opinions or recommendations to the Board of Directors.
Together with the Audit Committee, it ensures that systems
are in place to identify and manage the main risks associated
with these issues and that they comply with legal and
regulatory requirements (particularly in terms of preventing
and detecting corruption and influence peddling).
It is responsible for monitoring issues related to the preparation
and certification of sustainability information with regard
to the duties mentioned in points 1, 2, 3, 4 and 7 of section II
of Article L. 821-67 of the French Commercial Code. As part
of its role, this Committee:
• monitors the preparation of sustainability information;
• monitors the effectiveness of the internal control and risk
management systems, as well as the effectiveness of internal
auditing, if applicable, regarding procedures applicable to
the preparation and processing of sustainability information;
• monitors the completion of duties by the Statutory Auditor
and the certification of sustainability information;
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Board of Directors’ internal rules
• reports to the Board of Directors on the results of the
review to certify sustainability information and on the way
in which these engagements contributed to improving
the soundness of the sustainability information. It also
reports on the role the Committee played throughout
this process. It must also inform the Board as soon as
possible regarding any problems it encounters.
The Governance and CSR Committee examines the reporting
procedures for non-financial information and the key
non‑financial performance indicators adopted and analyses
the Group’s participation in non-financial indices.
The Governance and CSR Committee examines the information
provided annually in the management report in respect of
sustainability information, in accordance with legal provisions
and provides its observations before its approval by the Board
of Directors. More generally, it is informed of the non-financial
information provided by the Company.
The Governance and CSR Committee examines the gender
equality policy with a view to the Board of Directors' annual
debate, as provided for in Article L. 225-37-1 of the French
Commercial Code.
The Governance and CSR Committee also reviews the objectives
for gender diversity within the Group's management bodies,
as proposed by the Senior Management. It reviews the
procedures for implementing these objectives, including
the action plan and the time frame within which these actions
will be carried out, and, each year, the results obtained, which
are presented to it by Senior Management.
13.2.6. Management of conflicts of interest
The Governance and CSR Committee may examine any
exceptional issue that could give rise to a conflict of interest
within the Board of Directors and issue opinions and
recommendations in this respect.
IV. Lead Director
Article 14. Lead Director
The Lead Director is appointed from among the independent
members of the Governance and CSR Committee on the
proposal of the Chairman and Chief Executive Officer and upon
review by the Appointments and Compensation Committee.
The Lead Director ensures that combining the roles of Chairman
of the Board of Directors and Chief Executive Officer does
not interfere with the proper functioning of the Board
of Directors, for example in terms of information provided
to Directors, the agenda and the organisation of decisions.
To this end, the Lead Director may, if necessary, refer to the
Governance and CSR Committee at any time any issues
that may give rise to difficulties.
The Lead Director may attend meetings of Committees of
which he is not a member and has access to their work and
to the information made available to them.
Each year, the Lead Director presents a report to the
Governance and CSR Committee on the conditions under
which the respective roles of Chairman and Chief Executive
Officer are exercised.
The Secretary of the Board of Directors is available to assist
the Lead Director in the performance of his duties.
V.
Non-Voting Directors
Article 15. Non-Voting Directors
The Ordinary General Meeting may appoint Non-Voting
Directors, who may be natural persons or legal entities, chosen
from among the shareholders. The Board of Directors may
appoint a Non-Voting Director subject to ratification by the
next General Meeting.
The number of Non-Voting Directors may not exceed five.
Their term of office is three years. They may be re-elected
indefinitely.
All Non-Voting Directors are deemed to have resigned at
the end of the Ordinary General Meeting called to approve
the financial statements for the year in which they reach
the age of 80.
The Non-Voting Directors attend meetings of the Board
of Directors, they submit their observations and opinions
known and participate in the decisions in a consultative
capacity only.
Non-Voting Directors may be appointed as members of the
Specialised Committees under the conditions set out in
the Charter governing the committee concerned.
They may receive compensation, the total amount of which
is set by the Ordinary General Meeting and maintained
until a new decision is taken by another meeting. This
compensation is allocated among the Non-Voting Directors
by the Board of Directors at its own discretion.
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ADDITIONAL INFORMATION
Board of Directors’ internal rules
VI. Directors’ code of conduct
This section sets out the rights and obligations of Directors and Non-Voting Directors.
Article 16. Principles
All members of the Board of Directors must be able to exercise
their duties in compliance with the rules of independence,
business ethics and integrity.
In accordance with the principles of good corporate
governance, each member of the Board of Directors shall
exercise his duties in good faith, in the manner he considers
most appropriate to promote the Company and with the
care that would be expected of a reasonably prudent
person acting under such circumstances.
Each Director undertakes, in all circumstances, to maintain
his freedom of analysis, judgement, decision and action and
to reject any pressure, direct or indirect, that may be
exerted on him.
Article 17. Duty of information
Before accepting office, each member of the Board of
Directors must review the legal and regulatory texts relating
to his position, the applicable Codes and proper corporate
governance practices, as well as the Company's specific
requirements arising from the Articles of Association and
these internal rules.
Members of the Board of Directors have a duty to request
the information they consider necessary to carry out their
duties. To this end, they shall ask the Chairman, within the
appropriate time frame, for the information they need to make
a useful contribution to the matters on the Board’s agenda.
Each member of the Board of Directors may, if he/she deems
it necessary, receive additional training on the Group's
specific characteristics, its businesses and sectors of activity,
the challenges it faces in terms of social and environmental
responsibility, and accounting or financial aspects, in order
to perfect his knowledge. Directors representing employees
receive training tailored to their duties.
Article 18. Protection of the Company’s interests – Conflicts of interest
Even though he/she is a shareholder, each Director acts as a
representative for all shareholders and must act in all
circumstances in the Company’s corporate interests.
Each member of the Board of Directors is bound by a duty
of loyalty to the Company. He/she will take no action that
could adversely affect the interests of the Company or the
Group’s companies.
Each member of the Board of Directors undertakes to ensure
that the Company’s decisions do not favour one particular
class of shareholder over another.
Each member of the Board of Directors must alert the Board
of any actual or potential conflict of interest in which he/she
may be directly or indirectly involved. In such case, he/she
must abstain from voting on the matters in question.
Each member of the Board of Directors must consult with
the Chairman prior to undertaking in any assignment or
accepting any function or duties that could, even potentially,
result in a conflict of interest for the Director in question.
The Chairman may refer such matters to the Governance
and CSR Committee or to the Board of Directors.
Article 19. Control and assessment of the Board of Directors’ operations
Directors must pay careful attention to the manner in which
powers and responsibilities are respectively assigned to and
exercised by the Company’s corporate bodies.
Directors must ensure that no person can exercise uncontrolled
discretionary power over the Company; and that the
Committees of the Board of Directors operate effectively.
Once a year, the Board of Directors discusses its operations.
The Board of Directors also routinely conducts an assessment
of its own operations, which is entrusted to the Governance
and CSR Committee by the Chairman of the Board.
Directors meet at least once per year, without the Senior
Management present, to discuss any matter. These meetings
are chaired by the Chairman of the Board of Directors.
Article 20. Presence of Directors – Aggregation of offices
Each Director must comply with the legal provisions in force
governing the aggregation of offices, as well as with the
recommendations of the Afep-Medef Code.
Each member of the Board of Directors must disclose to
the Company any and all offices he/she holds in other French
or foreign companies. He/she must inform the Company as
soon as possible regarding any new office or professional
function he/she accepts. Additionally, whenever he/she
exercises executive duties for the Company, he/she must
receive the Board of Directors’ favourable opinion prior to
accepting a new corporate office in a publicly traded
company external to the Group.
Each member of the Board of Directors must devote the
appropriate amount of time and attention to his/her duties.
He/she shall be diligent and attend all meetings of the
Board of Directors, general meetings of shareholders and
meetings of the Committees on which they serve.
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Board of Directors’ internal rules
Article 21. Confidentiality
Directors, and any other persons attending the Board of
Directors’ meetings, are subject to a general confidentiality
requirement with regard to the deliberations of both the
Board and its Committees.
Non-public information shared with a member of the
Board of Directors in the context of his/her duties is shared
on a strictly personal basis. He/she must personally protect
the confidentiality of such information and must not
disclose it under any circumstances. This requirement also
applies to representatives of legal entities serving on the
Board, as well as to Non-Voting Directors of the Board.
The permanent representative of a Director or Non-Voting
Director which is a legal entity or a Director or a Non-Voting
Director who is (i) an executive or legal representative of
a legal entity shareholder, or (ii) a person having close links
with a legal entity shareholder (such as an employment
contract) disclosed at the time of his appointment, as
a Director or a Non-Voting Director, may communicate,
in the normal course of his duties as a Director or
a Non‑Voting Director, documents or non-public information
(which may, where applicable, constitute inside information
regarding the Company) communicated or made available
to him by or on behalf of the Company in the context of
the said mandate (including any information provided
by managers, employees or other representatives of the
Company at the request of the Director or Non-Voting
Director in accordance with these internal regulations)
to the manager(s), corporate officer(s) or employee(s)
of this legal entity shareholder or its group, in charge of
monitoring and managing the investment in the Company
(including the management team in case an investment
fund is a direct or indirect shareholder) and their advisors
(subject, in the case of external service providers other than
legal advisors, to giving prior notice to the Company), it being
specified, however, that:
• such communication shall only be made for the purposes
of the proper performance of such Director’s or Non‑Voting
Director's duties within the Company and in the
Company’s interest (it being specified that the Director
or Non-Voting Director concerned must refrain from
making any communication if he identifies an existing
or potential conflict of interest between the Company
and a person or entity who may be the recipient of
the information);
• such communication must be limited, in terms of both
content and number of recipients, to what is strictly
necessary for this purpose, in compliance with the applicable
regulations and these Internal Rules and in the Company’s
interest; and
• the Director or Non-Voting Director may only communicate
information to persons or entities authorised in application
of the foregoing after ensuring that such persons or entities
(a) respect the strict confidentiality of the information
transmitted (in particular by signing confidentiality
undertakings and monitoring the identity of persons having
access to such information, which they must make
available to the Company prior to any communication
of this information to these persons), (b) comply with the
provisions of these Internal Rules and, where applicable,
the rules governing the communication and use of insider
information, and, (c) have taken all necessary measures
to ensure that their representatives and advisors comply
with the foregoing provisions.
Article 22. Shareholding – Dealing in the Company’s shares
All of the Company’s shares held by a Director or a Non‑Voting
Director, his/her unemancipated minor children, or his/her
spouse (provided they are not separated), must be registered
shares. Directors or a Non-Voting Director shall also inform
the Company regarding the number of Company securities
they hold as of 31 December of every year and at the time
of any financial transactions, or at any time at the
Company’s request.
Every member of the Board of Directors undertakes to
comply with the provisions of the Insider Trading Policy he/she
received, relative to securities transactions and to preventing
the use of inside information, and with any applicable legal
or regulatory provision.
In particular, pursuant to the terms of Article 19 of Regulation
(EU) No. 589/2014 of 16 April 2014 on Market Abuse and of
Article L. 621-18-2 of the French Monetary and Financial Code
(Code monétaire et financier), each member of the Board
of Directors is required to notify the AMF and the Company
of any transactions he has carried out involving the
Company's financial instruments, under the conditions set
forth in the Insider Trading Policy. This requirement also applies
to persons closely related to the members of the Board of
Directors. Members of the Board of Directors shall notify
persons closely related to them regarding their reporting
obligations and provide the Company with a regularly
updated list of such persons.
Voting and Non-Voting Directors should note that they are
likely to be exposed to inside information and that they shall,
prior to undertaking any transaction dealing in companies’
financial instruments, ensure they are not in violation of any
insider trading provisions.
Therefore, as specified in the Insider Trading Policy, in the
event that they hold inside information, Directors and
Non‑Voting Directors are required, in particular, to refrain
from engaging, either directly or indirectly, or via an
intermediary, in any transaction dealing in the financial
instruments to which this inside information relates, or in
the instruments to which these financial instruments are
related, or from sharing this information with third parties
until it is effectively released to the public.
In addition, each member of the Board shall also refrain
from completing any transaction on his own behalf or on behalf
of a third party, either directly or indirectly, that involves the
financial instruments of the Company, during the 30 days
preceding the publication date of the Company’s annual
and interim financial statements, and the 15-day period
preceding public disclosure of the Company’s quarterly
revenue. This restriction also applies on the dates of public
disclosure of said annual and interim financial statements
and quarterly revenue.
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ADDITIONAL INFORMATION
Person responsible for the Universal Registration Document and annual financial report
VII. Adoption of the Board of Directors’ Internal Rules
These Internal Rules were approved by the Board of Directors at its meeting on 9 December 2003. The most recent update
was approved on 27 February 2025.
7.3
STATUTORY AUDITORS
7.3.1
Statutory Auditors
KPMG S.A.
Signing partners: Éric Ropert (since 2022) and Rémi Vinit-
Dunand (since 2022).
Date first appointed: 10 May 2022.
Date current appointment ends: at the conclusion of the
Ordinary General Meeting to be held in 2028 to approve
the financial statements for the year ending 31 December 2027.
At the Annual General Meeting of 10 May 2022, KPMG S.A.
was appointed as Statutory Auditor to replace Ernst & Young
et Autres. The selection procedure was carried out by means
of a call for tenders conducted by the Audit Committee.
Deloitte & Associés
Signing partners: Stéphane Rimbeuf (since 2022).
Date first appointed: 29 April 2010.
Date current appointment ends: at the conclusion of the
Ordinary General Meeting to be held in 2028 to approve
the financial statements for the year ending 31 December 2027.
The term of office of Deloitte & Associés as a Statutory
Auditor was renewed at the Annual General Meeting of
10 May 2022. In accordance with the French Financial
Security Law (Loi de sécurité financière) of 1 August 2003,
one of the signing partners from Deloitte & Associés was
rotated for the first time in 2016, then in 2022.
7.3.2
Alternate Statutory Auditors
None.
The terms of office of Auditex and Beas as Alternate Statutory Auditors expired at the close of the Annual General Meeting of
10 May 2022.
7.4
PERSON RESPONSIBLE FOR THE UNIVERSAL REGISTRATION
DOCUMENT AND ANNUAL FINANCIAL REPORT
Person responsible for the Universal Registration Document
Philippe Palazzi, Chief Executive Officer.
Statement by the person responsible for the Universal Registration
Document and annual financial report
“I hereby declare that the information contained in this
Universal Registration Document is, to the best of my
knowledge, in accordance with the facts and contains no
omission likely to affect its import.
I hereby declare that, to the best of my knowledge and
belief, the financial statements have been prepared in
accordance with the applicable accounting standards
and present accurately in all material respects the assets
and liabilities, financial position and results of the Company
and the consolidated group. I also declare that the information
contained in the Management Report (the content of
which is set out in the cross-reference table in section 7.8 of
this document) gives a true and fair view of trends in the
business operations, results and financial position of the
Company and the consolidated group, as well as a
description of the main risks and uncertainties facing
those companies and that it was prepared in accordance
with the applicable sustainability disclosure standards.”
24 March 2025.
Philippe Palazzi
Chief Executive Officer
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ADDITIONAL INFORMATION
Documents incorporated by reference
7.5
DOCUMENTS INCORPORATED BY REFERENCE
Pursuant to Article 19 of Regulation (EU) 2017/1129 of the
European Parliament and of the Council of 14 June 2017,
the following information is incorporated by reference in
this Universal Registration Document:
• for the year ended 31 December 2023: the management
report, the consolidated financial statements and the
accompanying Statutory Auditors’ report are presented
in the 2023 Universal Registration Document, which was
filed with the AMF on 12 March 2024 under No. D.24-0095,
on pages 3 to 78, 86 to 198 and 79 to 85;
• for the year ended 31 December 2022: the management
report, the consolidated financial statements and the
accompanying Statutory Auditors’ report are presented
in the 2022 Universal Registration Document, which was
filed with the AMF on 4 April 2023 under No. D.23-0227,
on pages 2 to 62, 70 to 181 and 63 to 69.
Other
information
contained
in
the
2023
Universal
Registration Document and the 2022 Universal Registration
Document has, where applicable, been replaced by or
updated with the information contained in this Universal
Registration Document. The 2023 Universal Registration
Document and the 2022 Universal Registration Document
are available at the Company’s registered office and online
at www.groupe-casino.fr/en.
7.6
UNIVERSAL REGISTRATION DOCUMENT –
CROSS‑REFERENCE TABLE
The following cross-reference table lists the headings provided for in Annexes 1 and 2 of the Commission Delegated
Regulation (EU) 2019/980 of 14 March 2019 supplementing Regulation (EU) 2017/1129 of the European Parliament and of the
Council and repealing Commission Regulation (EC) No. 809/2004, and refers to the pages where the information relating to
each of these headings can be found in this Universal Registration Document:
Pages
1.
Person responsible, third-party information, experts’ reports
and competent authority approval
1.1.
Identity of person responsible
433
1.2.
Statement by the person responsible
433
1.3.
Statement by an expert
n/a
1.4.
Statement on filing the Universal Registration Document
Table of contents
2.
Statutory Auditors
433, 136
3.
Risk factors
298 to 311, 313
4.
Information about the issuer
4.1.
Legal and commercial name of the issuer
414
4.2.
Place of registration of the issuer, registration number and LEI
414
4.3.
Date of incorporation and length of life of the issuer
414
4.4.
Domicile and legal form of the issuer, applicable legislation, country of incorporation, address,
telephone number of its registered office and website
414
5.
Business overview
5.1.
Principal activities
12 and 13, 16 to 22, 26, 37 to 40
5.2.
Principal markets
16 to 22, 37 to 40
5.3.
Important events in the development of the issuer’s business
2 to 7, 31 to 39, 43 to 44
5.4.
Strategy and objectives
12 and 13, 22 to 25
5.5.
Extent to which the issuer is dependent on patents or licences, industrial, commercial
or financial contracts or new manufacturing processes
n/a
5.6.
The basis for any statements made by the issuer regarding its competitive position
n/a
5.7.
Investments
57 and 58, 81, 83, 105 to 111, 146,
160 to 161
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ADDITIONAL INFORMATION
Universal Registration Document – Cross‑reference table
Pages
6.
Organisational structure
6.1.
Brief description of the Group
10 to 27
6.2.
List of significant subsidiaries
27, 137 to 138, 172 to 173
7.
Operating and financial review
7.1.
Financial position
2 to 7, 14, 30, 40 to 42, 54 to
139, 144 to 173
7.2.
Operating results
14, 30, 37 to 42, 45 and 46,
54 and 55, 144, 158
8.
Capital resources
8.1.
Information concerning the issuer’s capital resources
45, 128 to 132, 145, 163 and 164,
390 to 409, 411
8.2.
Sources and amounts of the issuer’s cash flows
57 and 58, 79 to 83, 146
8.3.
Information on the borrowing requirements and funding structure of the issuer
2 to 7, 31 to 32, 112 to 121,
166 to 168
8.4.
Information regarding any restrictions on the use of capital resources that have materially
affected, or could materially affect the issuer’s operations
124 to 126, 166 to 168
8.5.
Information regarding the anticipated sources of funds needed to fulfil commitments
referred to in item 5.7
25
9.
Regulatory environment
414
10.
Trend information
10.1.
Most significant recent trends in production, sales and inventory, and costs and selling prices
since the end of the last financial year
37 to 40, 43 and 44
10.2. Trends, uncertainties, demands, commitments or events that are reasonably likely to have
a material effect on the issuer’s prospects for at least the current financial year
43 to 44
11.
Profit forecasts or estimates
n/a
12.
Administrative, management and supervisory bodies and Senior Management
12.1.
Board of Directors and Senior Management
319 to 357
12.2. Administrative, management and supervisory bodies and Senior Management
conflicts of interest
318, 350 to 352
13.
Compensation and benefits
13.1.
Amount of compensation paid and benefits in kind granted
102, 367 to 375
13.2. Total amounts set aside or accrued by the issuer to provide for pension,
retirement or similar benefits
56, 98 to 100, 164 to 165
14.
Board practices
14.1.
Date of expiration of current terms of office
319, 326 to 335
14.2. Administrative, management or supervisory bodies’ service contracts with the issuer
or any of its subsidiaries
350
14.3. Board of Directors’ Committees
319 to 323, 338 to 349
14.4. Statement as regards compliance with the corporate governance regime
318, 380
14.5. Potential material impacts on the corporate governance, including future changes
in the Board and Committees composition
n/a
15.
Employees
15.1.
Number of employees
102, 158
15.2. Shareholdings and stock options
101 to 102, 163, 360, 409 to 411
15.3. Arrangements for involving the employees in the issuer's capital
407
16.
Major shareholders
16.1.
Shareholders owning more than 5% of the share capital
396 to 398
16.2. Different voting rights
396, 418 to 419
16.3. Statement as to whether the issuer is directly or indirectly owned
or controlled and by whom
317, 381, 396, 399 to 403,
405 to 406
16.4. Arrangements which may result in a change of control of the issuer
n/a
17.
Related-party transactions
48, 75 to 76, 134, 351 to 352
436
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Annual financial report – Cross-reference table
Pages
18.
Financial information concerning the issuer’s assets and liabilities, financial position
and profits and losses
18.1.
Historical financial information
54 to 139, 144 to 173, 434
18.2. Interim and other financial information
n/a
18.3. Auditing of historical annual financial information
49 to 53, 140 to 143
18.4. Pro forma financial information
n/a
18.5. Dividend policy
386
18.6. Legal and arbitration proceedings
133 to 134, 165, 313
18.7. Significant change in the issuer’s financial or trading position
2 to 7
19.
Additional information
19.1.
Share capital
390
19.2. Memorandum and Articles of Association
414 to 419
20.
Material contracts
2 to 7, 47, 166 and 167,
405 to 406, 414 to 419
21.
Documents available
434
7.7
Annual financial report – Cross-reference table
To facilitate consultation of this Universal Registration Document, the table below indicates the page references corresponding
to the information contained in the annual financial report which listed companies are required to publish in accordance
with Article L. 451-1-2 of the French Monetary and Financial Code and Article 222-3 of the General Regulations of the Autorité
des marchés financiers:
Pages
Parent company financial statements
140 to 173
Consolidated financial statements
49 to 139
Management report (cross-reference table)
437
Statement by the person responsible for the annual financial report
433
Statutory Auditors’ report on the parent company and consolidated financial statements
49 to 53, 140 to 143
Board of Directors’ corporate governance report (cross-reference table)
438
Statutory Auditors’ comments on the Board of Directors’ report on corporate governance
142
Certification report of sustainability information
266 to 269
GROUPE CASINO – 2024 UNIVERSAL REGISTRATION DOCUMENT
437
7
ADDITIONAL INFORMATION
Board of Directors’ management report – Cross‑reference table
7.8
Board of Directors’ management report –
Cross‑reference table
To facilitate consultation of this Universal Registration Document, the table below indicates the page references
corresponding to the information comprising the Board of Directors’ management report as required by Articles L. 225-100
et seq. of the French Commercial Code:
Pages
Review of the Company’s and the Group’s operations and performance
Review of the Company’s and the Group’s operations and performance during the year
and analysis of developments in the business operations, results and financial position
of the Company and the Group (debt situation)
2 to 7, 11 to 27, 30 to 46,
62, 64 to 66
Operations and results of the Company, its subsidiaries and the companies that it controls
11 to 27, 30 to 46, 169, 170
Key financial performance indicators
14, 30
Key non-financial performance indicators
15
Recent and significant subsequent events
43 to 44, 134 to 135, 169 to 170
Description of key risks and uncertainties
298 to 313
Financial risks related to the effects of climate change and implementation of a low-carbon strategy
181, 194 to 199
Internal control and risk management procedures implemented by the Company and relating
to the preparation and processing of accounting and financial information
296 to 298
The Group’s financial risk management policy, the Group’s exposure to price, credit, liquidity
and treasury risk and information on the use of financial instruments
121 to 127, 166 to 167, 308
Acquisitions of significant shareholdings in companies registered in France
47
Company and Group performance forecasts and outlook
25
Company’s research and development activities
45
Company’s supplier and customer payment terms
46
Company’s store network
45
Environmental, social, societal and sustainability information
Sustainability information
178 to 269
Duty of care plan and report on its implementation
270 to 285
Information about the policy on technological risk prevention
n/a
Impact of activities on the fight against tax evasion
285
Information on actions to promote the link between the Nation and its armed forces
285
Share ownership and share capital
Structure of and changes in the Company’s share capital and disclosure thresholds
390 to 408
Treasury shares
397 and 398
Information on Directors’ and related parties’ dealings in the Company’s shares
408
Employee share ownership
398, 407
Purchase and sale by the Company of treasury shares
386 to 388
Free shares and stock options granted to corporate officers
409
Disclosure of potential adjustments for securities carrying rights to shares in the event of share
buybacks or financial transactions
394, 409
Other information
Non-deductible expenses
46
Dividends paid in the last three financial years
386
Convictions against the Company for anti-competitive practices
n/a
Losses exceeding half of the share capital
n/a
Loans granted to micro-enterprises, small- and medium-sized enterprises or intermediate-sized
enterprises with which the Company has economic links
55
Document and report appended to the management report
Five-year financial summary
171
Board of Directors’ corporate governance report (cross-reference table)
438
438
2024 UNIVERSAL REGISTRATION DOCUMENT – GROUPE CASINO
7
ADDITIONAL INFORMATION
Board of Directors’ corporate governance report – Cross‑reference table
7.9
Board of Directors’ corporate governance report –
Cross‑reference table
To facilitate consultation of this Universal Registration Document, the table below indicates the page references corresponding
to the information comprising the Board of Directors’ corporate governance report as required by Article L. 225-37 of the
French Commercial Code:
Pages
Components of the compensation paid to corporate officers in 2024 or granted to them
in respect of that year
367 to 379
Compensation policies for executive corporate officers in respect of financial year 2025
358 to 365
Compensation policy for non-executive corporate officers in respect of financial year 2025
366
Directorships and other offices held within any company by each corporate officer
326 to 335
Agreements between executives or significant shareholders and subsidiaries as described
in Article L. 225-37-4, 2 of the French Commercial Code
380
Table of delegations of authority for capital increases
395 to 396
Review process of arm’s length agreements by the Board
351 and 352
Senior Management
317 and 318, 355 to 356
Composition of the Board of Directors
319 to 325
Preparation and organisation of the Board of Directors’ work
336 to 354
Diversity policy applied to the members of the Board of Directors and balanced representation
in management bodies
321 to 325, 357
Restrictions on the Chief Executive Officer’s powers
355 to 356, 423 to 425
Corporate Governance Code
318, 380
Conditions regarding shareholder attendance at General Meetings
418 and 419
Factors likely to have an impact in the event of a public offer
381
Group Financial Communications and Investor Relations
Phone: +33 (0)1 53 65 24 17
IR_Casino@groupe-casino.fr
Shareholder Relations
Email: actionnaires@groupe-casino.fr
To convert bearer shares to registered shares, contact:
Uptevia
Registered office (postal address)
90-110, esplanade du Général‑de‑Gaulle
92931 Paris‑La Défense Cedex, France
Phone: +33 (0)1 40 14 31 00
Monday to Friday from 8:45 AM to 6:00 PM (CET)
Contact form available on the homepage
https://www.investors.uptevia.com
Casino, Guichard-Perrachon
A French société anonyme (joint stock company)
with share capital of €4,009,397.13.
The Company is registered with the Saint-Étienne Trade and
Companies Registry under No. 554 501 171.
Phone: +33 (0)4 77 45 31 31
Registered office (postal address)
1, cours Antoine Guichard – CS 50306
42008 Saint-Étienne Cedex 1, France
Paris Office
123, quai Jules Guesde
94400 Vitry-sur-Seine, France
www.groupe-casino.fr
Graphic design by PricewaterhouseCoopers Advisory
Contact: fr_content_and_design@pwc.com
Photos credits: Jean Philippe Moulet, Alex Heyoka/YOKA, M. Alibert, EQ/SB,
Médiathèque Groupe Casino
GROUPE CASINO
1, cours Antoine Guichard - CS 50306 - 42008 Saint-Étienne Cedex 1
Tél. : +33 (0)4 77 45 31 31
groupe-casino.fr
Groupe Casino
@Groupe_Casino
Groupecasino