Casino, Guichard-perrachon Sa · EURONEXT:CO
Casino, Guichard-perrachon Sa — Shareholder Meeting (May 2015)
126 slides from Casino, Guichard-perrachon Sa's shareholder meeting presentation, May 12, 2015
Slide 1: Groupe Casino
GROUPE g” Casino NOURISHING A OF
Slide 2: Activities
ACTIVITIES Results Strategic outlook and conclusion Corporate social responsibility Corporate governance Resolutions Reports of the Statutory Auditors and of the Merger Auditors Jean-Charles Naouri
Slide 3: Highlights for 2014
Highlights for 2014 include the end of price repositioning in France, continued development abroad, and the creation of an E-commerce hub (Cnova) ● France • End of the price repositioning cycle of discount banners (Géant and Leader Price) • Signing of a partnership agreement in the area of purchasin
Slide 4: Satisfactory operating result and net underlying profit slightly down
Casino reports a satisfactory operating result and net underlying profit Group share* is slightly down due to prices cuts Organic change 2014 vs. 2013 published Consolidated net sales €48,493m +4.7%* EBITDA €3,191m +4.1% EBITDA margin 6.6% stable Trading profit €2,231m +5.6% Trading margin 4.6% +7bp
Slide 5: Géant and Leader Price committed to a strategy of growth
Thanks to their highly competitive prices, Géant and Leader Price are now committed to a strategy of growth ● Géant: positive performance of food sales in Q4 2014 and Q1 2015 with an increase of same-store volumes thanks to strong price cuts ● Leader Price: reassertion of the discount model • Leader
Slide 6: Quality and convenience banners pursuing expansion
The Group's quality and convenience banners are successfully pursuing their expansion ● Monoprix: continued expansion in different formats (Monoprix, Monop’, Naturalia, etc.) and high margin maintained ● Convenience banners: substantial increase in sales, success of renovations and resumption of exp
Slide 7: International subsidiaries posted excellent results
The Group's international subsidiaries have posted excellent results ● Colombia, Thailand and Vietnam • Improvement in the macroeconomic environment • Very satisfactory operating and financial performances ● Brazil • Economic slowdown • Strong growth in profitability driven by management efforts ● C
Slide 8: 2014 organic growth of +4.7%
In 2014, Casino’s activities posted a +4.7% organic growth* Change in sales In €m +0.6% -5.0% +4.7% -0.6% -0.3% Scope Organic* Exchange Petrol rate and calendar 48,645 ans 48,493 effect 2013 2014 ● Organic growth* of +4.7% driven by: • Same-store sales’ increase in France • Continuing and sustained
Slide 9: Géant confirms its commercial turnaround
Thanks to numerous initiatives, Géant confirms its commercial turnaround ● Now co-leader in terms of price for the hypermarket segment** In the 1st quarter of 2015 in France with food sales growing since Q4 2014 Customer Total Food traffic volumes* volumes* +1.1% +2.4% +2.9% ● Positive traffic and s
Slide 10: Innovative commercial initiatives: rounded prices
Numerous innovative commercial initiatives have been successfully implemented The unbeatable “rounded prices” strategy 10 10
Slide 11: Innovative commercial initiatives: Éxito textile collections
Numerous innovative commercial initiatives have been successfully implemented Renewed textile collections by Éxito 11 11
Slide 12: Innovative commercial initiatives: Finlandek
Numerous innovative commercial initiatives have been successfully implemented An own brand for home decorating: Finlandek 12
Slide 13: Innovative commercial initiatives: Cdiscount in-store
Numerous innovative commercial initiatives have been successfully implemented The best Cdiscount sales available in-store 13 13
Slide 14: Leader Price total sales rising
With volumes up and a denser network of stores, total sales of Leader Price are rising ● Now the least expensive banner on the market* ● Increase in total sales of +1.2% for the whole year thanks In the 1st quarter of 2015 to expansion and the acquisition of Le Mutant and Norma stores Total sales up
Slide 15: Monoprix differentiation strategy
Monoprix pursues its differentiation strategy with its original formats and reinforces its own brand ● Organic growth of sales (excluding the 9 pm closing time of some stores and store disposals mandated by the French Competition Authority) ● Good performance of food sales (+1.3% in Q1 2015) ● Succe
Slide 16: Casino Supermarkets and Franprix priorities
Product quality, service and innovation are priorities for Casino Supermarkets and Franprix CASINO SUPERMARKETS ● Steady recovery in sales during the year ● Almost stable volumes in Q1 2015 FRANPRIX ● Continued implementation of the banner's new concept ● Stability of market share in 2014 ● Increase
Slide 17: Convenience stores continue transformation
The convenience stores continue their transformation to better adapt to new customer expectations ● Success of the transformation of integrated stores into the new Casino Shop and Leader Price Express concepts ● Sustained level of expansion of franchises: Vival and Spar ● Recovery of same-store sale
Slide 18: Three market-leading listed international companies
Casino is present internationally via three highly profitable, market-leading listed companies* Market cap**: €7.4bn Market cap**: €4.0bn Sales €21bn Sales €4.3bn EBITDA €1,721m EBITDA €361m EBITDA margin 8.2% EBITDA margin 8.4% THAILAND Market cap**: €5.4bn Sales €2.8bn EBITDA €321m EBITDA margin 1
Slide 19: GPA confirmed leadership and strong results
In 2014, GPA confirmed its leadership in its different business segments and posted strong results ● Confirmed leadership in food retailing (Multivarejo) and electronics (Via Varejo) In 2014* ● Acceleration of expansion Sales: €21bn ● In a context of a slowdown, strong improvement of profitability O
Slide 20: GPA multiformat strategy in food
In food, thanks to its sustained expansion, GPA is pursuing a multiformat strategy adapted to the Brazilian market ● Assaí: excellent performance of sales on an organic basis +32.7%; cash & carry stores, concept well suited to the evolution of consumption in Brazil In 2014* Sales: €11.1bn ● Pão de A
Slide 21: Via Varejo improves profitability
Via Varejo, the Latin American retail leader of electronic products and furniture, improves its profitability In 2014* ● Buoyant market: ownership rate per household is still low Sales: €7.2bn Organic growth: +4% ● Success of operational excellence plans and achievement EBITDA: €753m of sales and lo
Slide 22: Éxito strengthens business in Colombia
In Colombia, Éxito strengthens its business through expansion in discount and the development of retail shopping galleries ● Leading food retailer in Colombia: market share strengthened in 2014 In 2014* Sales: €4.3bn ● Slight decrease of EBITDA margin notably linked Organic growth: +6.8% to the acce
Slide 23: Big C Thailand results satisfactory
Big C Thailand's results remain satisfactory despite a difficult context in 2014 ● Leadership confirmed in terms of image and price THAILAND and new successes of promotional operations In 2014* ● Stability of same-store-sales and continued improvement Sales: €2.8bn of traffic in Q1 015 Organic growt
Slide 24: Big C Vietnam pursues rapid growth
Big C Vietnam pursues rapid growth after several quarters marked by an economic slowdown VIETNAM ● Organic growth* of sales ● Sustained development of store network with the opening of 5 new hypermarkets in cities with strong potential ● Creation of malls around hypermarkets: property portfolio of 2
Slide 25: Cnova E-commerce sustained growth
The Group's E-commerce business, gathered together within Cnova, continues its sustained growth ● GMV* of €4.5bn, up +26.6% in 2014 (+28.2% in Q1 2015) ● 14.8m active customers** in the world in Q1 2015 (+27.6%) ● Growth founded on the Group’s networks of stores throughout the world: • 19,100 collec
Slide 26: Results
Activities RESULTS Strategic outlook and conclusion Corporate social responsibility Corporate governance Resolutions Reports of the Statutory Auditors and of the Merger Auditors Antoine Giscard d’Estaing
Slide 27: Organic growth in net sales of +4.7% in 2014
Organic growth in net sales* of +4.7% in 2014 thanks to the international and E-commerce activities in €bn 48.5 3.5 E-commerce +25.4% 3.5 Asia +4.2% 7.2 Latam Electronics +4.0% +4.7% 15.4 Latam Retail +8.8% 18.8 France Retail -2.1% 2014 * Excluding petrol and calendar effect 27
Slide 28: Group trading profit up +5.6% organic
Restated for foreign exchange impacts and changes in consolidation, Group trading profit up +5.6% on an organic basis +5.6% €2,393m Trading profit €2,363m on organic -€97m* €127m basis €2,266m €2,231m Scope Organic growth Published trading profit 2 231 M€ 2013 published 2013 trading profit 2014 trad
Slide 29: Net underlying profit Group share of €556m
Net underlying profit* Group share of €556m 2014 2013 2014 at constant In €m underlying published published exchange rates Trading profit 2,363 2,231 2,390 Financial expenses (631) (620) (653) Income tax expense (499) (467) (504) Share of profit of associates 21 77 82 Profit 1,254 1,221 1,315 from c
Slide 30: Dividend maintained at €3.12 per share
The Board is recommending that the General Meeting maintain the dividend at €3.12 per share 2014 Change Change 2013 2014 at constant at current at constant In €m published published exchange rates exchange rates exchange rates Diluted average number 112,918,625 113,038,122 113,038,122 +0.1% +0.1% of
Slide 31: Dividend per share up +50% over 10 years
Dividend per share up +50% over 10 years In € 3.12 3.12 3.00 3.00 2.78 2.65 2.53 2.30 2.15 2.08 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 31
Slide 32: Free cash flow stands at €846m
Driven by improved cash flow and control of investments, free cash flow stands at €846m 2013 published 2014 2014 In €m exc. Mercialys at current exchange rate at CER Cash Flow 1,956 2,015 2,135 Change in WCR 445 343 358 Net CAPEX (1,535) (1,511) (1,573) Free Cash Flow 866 846 920 ● Satisfactory grow
Slide 33: Free cash flow covers investments and dividends
In 2014, free cash flow covers almost all net financial investments and dividends paid In €m (340) 846 (502) (411) Conversion Dividends differences Free Cash Financial paid Flow investments and scope and Cnova IPO impact (5,822) (5,416)* NFD NFD 31/12/2013 31/12/2014 ● Moderate rise in net financial
Slide 34: Q1 2015 sales of €11.9bn
Sales in Q1 2015 totalled €11.9bn, an +5.3% increase In €m Q1 2015 Total growth Organic growth* Total continuing operations 11,911 +5.3% +2.7% France Retail 4,426 -2.1% -1.3% International Retail 6,579 +9.2% +3.7% E-commerce 906 +17.7% +17.3% ● France Retail: sequential improvement in same-store sal
Slide 35: Casino outperforms the CAC 40 over 5 years
Casino outperforms the CAC 40 over 5 years with an annualised return on investment of +9.9% (including dividends) 160 150 140 130 120 110 100 90 80 Casino CAC 40 70 60 31/03/2010 31/03/2011 31/03/2012 31/03/2013 31/03/2014 31/03/2015 Market capitalisation*: €9.3bn Annualised return on investment** o
Slide 36: Big C annualised return over 5 years
Big C's annualised return on investment over 5 years is +38.7% (in local currency, including dividends) 600 500 400 300 200 100 0 31/03/2010 31/03/2011 31/03/2012 31/03/2013 31/03/2014 31/03/2015 Market capitalisation*: €5.4bn Annualised return on investment over 5 years**: +38.7% Source: Reuters –
Slide 37: GPA annualised return over 5 years
GPA's annualised return on investment over 5 years is +11.2% (in local currency, including dividends) 220 200 180 160 140 120 100 80 31/03/2010 31/03/2011 31/03/2012 31/03/2013 31/03/2014 31/03/2015 Market capitalisation*: €7.4bn Annualised return on investment over 5 years**: +11.2% Source: Reuters
Slide 38: Éxito annualised return over 5 years
Éxito's annualised return on investment over 5 years is +9.1% (local currency, including dividends) 220 200 180 160 140 120 100 80 31/03/2010 31/03/2011 31/03/2012 31/03/2013 31/03/2014 31/03/2015 Market capitalisation*: €4.0bn Annualised return on investment over 5 years**: +9.1% Source: Reuters –
Slide 39: Nearly 43,000 individual shareholders
The Group now has nearly 43,000 individual shareholders, representing approximately 12% of the float At 31 December 2014 Number of shares held by individual shareholders 7.8 (in millions) Number of individual shareholders 42,894 % of outstanding shares 11.9% 39
Slide 40: Shareholders' Advisory Committee creation
Casino wants to develop individual shareholding and has decided to create a Shareholders' Advisory Committee (SAC) ● Purpose of the SAC: • To contribute to the improvement of the Group's financial communication tools intended for individual shareholders • To strengthen ties with individual sharehold
Slide 41: The SAC will be composed of 10 members
The SAC will be composed of 10 members 5 permanent members 5 individual shareholder members Co-Presidents: Mr. Jacques Dumas Secretary of the Board of Directors 2 individual shareholders Mr. Antoine Giscard d’Estaing Chief Financial Officer Head of Financial Communication 2 representatives from an i
Slide 42: Selection process for committee members underway
The selection process for CCA members is underway ● As from the date of this Annual General Meeting, any individual shareholder holding at least 100 Casino shares may submit an application via the Group website http://www.groupe-casino.fr/fr/finance/candidature-au-comite-consultatif-des-actionnaires
Slide 43: Strategic outlook and conclusion
Activities Results STRATEGIC OUTLOOK AND CONCLUSION Corporate social responsibility Corporate governance Resolutions Reports of the Statutory Auditors and of the Merger Auditors Jean-Charles Naouri
Slide 44: The Group in 2015
The Group in 2015 ● Casino’s revenue rose by +67% over the past 5 years, exceeding €48bn in 2014 to rank 11th among worldwide food distributors ● This strong growth, topping the largest distribution companies according to the most recent Deloitte study*, was built by prioritizing development in the
Slide 45: Diversified profile in high growth countries and formats
The Group has a diversified profile in high growth countries and store formats ● Casino’s mix of store types and locations provide geographic diversification with leading positions in Latin America and Southeast Asia Group revenue breakdown by country Group revenue breakdown by store type Thailand C
Slide 46: Rollout of the Group's strategic priorities
Continued rollout of the Group’s 5 strategic priorities ● After their pricing repositioning, develop discount banners in France and accelerate international roll-out ● Strengthen leadership position in premium formats ● Boost expansion in convenience formats ● Cnova: continued strong growth and cash
Slide 47: Develop discount banners and accelerate international roll-out
After their pricing repositioning, develop discount banners in France and accelerate international roll-out ● Success of the overhaul of Géant and Leader Price’s business model • Géant currently co-leader in terms of prices for hypermarkets* • Leader Price now the lowest priced banner in the market*
Slide 48: Strengthen leadership in premium formats
Strengthen leadership position in premium formats ● Leading position in three of the Group’s key countries: with more than 900 stores at the end of April 2015: • 553 Monoprix stores / 99 Naturalia in France • 181 Pão de Açúcar in Brazil • 71 Carulla in Colombia ● Accelerate expansion to strengthen t
Slide 49: Boost expansion in convenience formats
Boost expansion in convenience formats ● In France, overhaul concepts and re-launch franchise: Franprix, Vival, Spar, ... • A unique network owing to its density of over 6,000 stores • Positive results from business re-launch plans and store renovations • Launching of new formats in 2015 ● Internati
Slide 50: Cnova: strong growth and cash flow generation
Cnova: continued strong growth and high cash flow generation ● Continue solid sales and GMV growth ● Maintain price positioning for sites and broaden their assortment ● Sharply accelerate development of marketplaces and mobile sales ● Continue to launch new international and specialized sites ● Cont
Slide 51: Operational efficiency: cost control
Operational efficiency: cost control ● Proactive and highly disciplined approach to controlling costs at all banners in all of the Group’s geographic regions ● Lowering operational and structural costs: a systematic approach based on productivity benchmarks and shared processes ● Investment optimiza
Slide 52: Operational efficiency: synergies between banners
Operational efficiency: gradual implementation of synergies between banners ● Budget for IT and advertising agencies ● Sourcing and own brands (Casino, Finlandek, etc.) ● Multichannel: Click & Collect (France, Brazil, etc.) ● Etc. 52
Slide 53: Operational efficiency: improving purchasing terms
Operational efficiency: improving purchasing terms ● In France, agreement signed with Intermarché to create a shared buying group ● Internationally, the Group’s size is a major asset in business negotiations with international suppliers ● In non-food, improved purchasing synergies between Cnova, Via
Slide 54: Conclusion
Conclusion In 2015, the Group has set the following objectives: ● In France*: • an organic growth of annual sales • annual trading profit higher than the previous year ● Internationally*: • sustained organic growth of the business • higher growth in trading profit than in sales ● Overall, organic gr
Slide 55: Corporate social responsibility
Activities Results Strategic outlook and conclusion CORPORATE SOCIAL RESPONSIBILITY Corporate governance Resolutions Reports of the Statutory Auditors and of the Merger Auditors Yves Desjacques
Slide 56: Casino Group's CSR approach
Casino Group’s CSR approach A longstanding approach, enhanced momentum 2002: Establishment of a Sustainable Development Charter - Publication of the 1st report 2009: Signature of the United Nations Global Compact 2010: Creation of the Corporate Social Responsibility Department and the CSR Strategic
Slide 57: CSR approach: indices and awards
Casino Group’s CSR approach Le The Group is included in non-financial indices ● FTSE4GOOD – Euronext VIGEO Eurozone 120 – DJSI World – ECPI – Ethibel A commitment recognised by several Awards ● The 2014 Essec Business School Grand Prize for Responsible Retailing awarded for the second consecutive ye
Slide 58: A committed employer: fighting discrimination
A committed employer PROMOTING DIVERSITY – 20 YEARS OF COMMITMENT Fighting discrimination and promoting diversity ● Le The Group initiated its first actions to fight discrimination on the basis of origin in 1993 and discrimination on the basis of disability, age and gender in 1995 ● Since 2012, the
Slide 59: A committed employer: young workers
A committed employer PROMOTING DIVERSITY – 20 YEARS OF COMMITMENT Facilitating the employment of young workers ● More than 137,000 young people under the age of 30 are employed by the Group worldwide ● In France • 25% of the work force is less than 30 years old • Distribution of a Guide “Are you tak
Slide 60: A committed employer: gender equality
A committed employer PROMOTING DIVERSITY – 20 YEARS OF COMMITMENT Strengthening gender equality between men and women ● The Casino Group ranked 37th among SBF 120 companies in the second awards for women in business presented by the Ministry of Women’s Rights in 2014 ● In France • 39% of the manager
Slide 61: A committed employer: disabled workers
A committed employer PROMOTING DIVERSITY – 20 YEARS OF COMMITMENT Encouraging job access for disabled workers ● In France • The rate of disabled persons working in Casino stores is 13% (11% in 2013) • The Group has made a commitment to hire 280 disabled persons by 2016 (pursuant to Agreements signed
Slide 62: A responsible retailer: organic farming
A responsible retailer PROMOTING CONSUMPTION THAT PROTECTS HEALTH AND THE ENVIRONMENT Encouraging Organic Farming ● 13,000 organic products are sold in the stores including 1,500 own-banners • 424 Casino Bio • 142 Leader Price Bio • 550 Monoprix Bio and Naturalia • 405 Taeq ● representing an increas
Slide 63: A responsible retailer: responsible products
A responsible retailer PROMOTING CONSUMPTION THAT PROTECTS HEALTH AND THE ENVIRONMENT Highlighting the responsible products offer with customers ● 15,100 responsible*products are offered in the stores ● Second version of the awareness and information campaign “Choosing is acting” initiated with the
Slide 64: A responsible retailer: fighting food waste
A responsible retailer PROMOTING CONSUMPTION THAT PROTECTS HEALTH AND THE ENVIRONMENT Fighting Food Waste ● Promoting of fruits and vegetables usually thrown away because of appearance • 350 Franprix stores and 300 Monoprix stores offer consumers a choice of buying, at lower prices, non-standard siz
Slide 65: A trusted partner: local production sources
A trusted partner STRENGTHENING THE EMPHASIS ON LOCAL PRODUCTION SOURCES AND ACTIONS FOR SOCIAL ETHICS Promoting local production sources through: ● processes, such as: • “Le Meilleur d’ici” which highlights products made within a radius of 80km around the stores (421 Casino hypermarkets and superma
Slide 66: A trusted partner: monitoring suppliers at risk
A trusted partner STRENGTHENING THE EMPHASIS ON LOCAL PRODUCTION SOURCES AND ACTIONS FOR SOCIAL ETHICS Monitoring suppliers at risk: ● 190 social audits were conducted in accordance with the Social Clause Initiative standards, with more than 1,700 audits since 2003 ● Casino Global Sourcing is a sign
Slide 67: Environmentally proactive Group: energy
Environmentally proactive Group Reducing energy consumption ● The Group’s use of power in France was down 6.7% from 2013 thanks to • the introduction of the “Energy Performance Contracts” in partnership with our subsidiary GreenYellow: 90% of the Casino hypermarkets and 45% of the Casino supermark
Slide 68: Environmentally proactive Group: waste recycling
Environmentally proactive Group Collecting and recycling waste and used products ● 230,000 metric tons of waste from operations (cardboard, plastics, etc.) are sorted and recycled by the Group’s stores ● 16,500 metric tons of spent consumables (batteries, light bulbs, small electric appliances, etc.
Slide 69: Engaged local corporate citizen: food banks
Engaged local corporate citizen ENHANCING SOLIDARITY ACTIONS A major commitment to food banks ● 25 million meals equivalent given to food bank networks in France and abroad, representing an increase of 15% over 2013 ● More than 6,300 stores mobilised during the national collection organised by the F
Slide 70: Engaged local corporate citizen: foundations
Engaged local corporate citizen ENHANCING SOLIDARITY ACTIONS Les Fondations du Groupe en actions ● The Casino Group Foundation fights social exclusion through Theatre by giving 3,000 children the opportunity to receive a theatre educational course in partnership with the Ministry of National Educati
Slide 71: Corporate governance
Activities Results Strategic outlook and conclusion Corporate social responsibility CORPORATE GOVERNANCE Resolutions Reports of the Statutory Auditors and of the Merger Auditors Jacques Dumas
Slide 72: Organisation and operation of the Board of Directors
Organisation and operation of the Board of Directors DURING THE YEAR, YOUR COMPANY WAS CAREFUL TO IMPLEMENT GOOD GOVERNANCE. THIS WAS SPECIFICALLY REFLECTED IN: The composition of the Board of Directors: ● A proportion of independent members of more than 40%, above the threshold of one-third recomme
Slide 73: Reappointment of directors and new independent director
Organisation and operation of the Board of Directors PROPOSED REAPPOINTMENT OF DIRECTORS AND APPOINTMENT OF A NEW INDEPENDENT DIRECTOR Reappointment of 2 independent Directors: ● Sylvia Jay ● Catherine Lucet Reappointment of a Director representing the controlling shareholder: Société Finatis, repre
Slide 74: Presentation of Nathalie Andrieux
Organisation and operation of the Board of Directors PRESENTATION OF NATHALIE ANDRIEUX Nathalie ANDRIEUX ● Nathalie Andrieux is 49 years old, of French nationality and holds a degree from École supérieure d’informatique (Sup’Info) and from ESCP Europe. She joined Le Groupe La Poste in 1997. She was
Slide 75: Board will comprise 15 directors
Organisation and operation of the Board of Directors AT THE END OF THIS GENERAL MEETING, THE BOARD WILL COMPRISE 15 DIRECTORS Jean-Charles Naouri, Chairman and Chief Executive Officer 6 independent members 3 other external qualified 5 other representatives individuals of the controlling shareholder
Slide 76: Two specialised Committees of the Board
Organisation and operation of the Board of Directors GOOD GOVERNANCE IS ALSO REFLECTED IN: The two specialised Committees of the Board of Directors ● Neither the Chairman and Chief Executive Officer, nor any of his representatives, are members of the Committees, which are chaired by Independent Dire
Slide 77: Work of the Board and its Committees
Organisation and operation of the Board of Directors GOOD GOVERNANCE IS ALSO REFLECTED IN: The work of the Board and its Committees The Board of Directors The Appointments The Audit Committee 9 meetings in 2014 and Remuneration Committee 11 meetings in 2014 85% attendance rate 3 meetings in 2014 100
Slide 78: Evaluation of the Board's organisation and operation
Organisation and operation of the Board of Directors EVALUATION OF THE ORGANISATION AND OPERATION OF THE BOARD IMPLEMENTED AT THE END OF 2013 ● The assessments and observations made by members of the Board of Directors concluded that the organisation and operation of the Board of Directors were whol
Slide 79: Directors' attendance fees
Organisation and operation of the Board of Directors DIRECTORS’ ATTENDANCE FEES ● The individual amount unchanged since 2003: • €25,000, comprising a fixed portion of €8,500 and a variable portion of €16,500, paid according to meeting attendance • Half this amount for representatives of the majority
Slide 80: Executive Management: Chairman and CEO
Executive Management Chairman and Chief Executive Officer ● The combining of the duties of Chairman and Chief Executive Officer in 2005 in the person of Jean-Charles Naouri strengthened cohesion between strategy and operational function in a constantly changing and very competitive environment, bene
Slide 81: Remuneration of the Chairman and CEO
Executive Management Chairman and Chief Executive Officer REMUNERATION OF THE CHAIRMAN AND CHIEF EXECUTIVE OFFICER ● A fixed portion of €480,000, unchanged ● A variable portion that may represent 100% of the fixed portion (i.e. €480,000) and up to 175% (i.e. €840,000) if performance targets are exce
Slide 82: Executive Committee
Executive Management Executive Committee ● The Executive Committee includes, as well as the Chairman and Chief Executive Officer, 11 members representing the Group’s main operating and functional departments in France and abroad ● The Executive Committee, which reports to the Chairman and Chief Exec
Slide 83: Jean-Charles Naouri
Executive management Executive Committee COMPOSITION OF THE EXECUTIVE COMMITTEE Jean-Charles Naouri, Chairman and Chief Executive Officer 83
Slide 84: Hervé Daudin
Executive management Executive Committee COMPOSITION OF THE EXECUTIVE COMMITTEE Hervé Daudin, Merchandise and Supply Chain Director Chairman of EMCD 84
Slide 85: Yves Desjacques
Executive management Executive Committee COMPOSITION OF THE EXECUTIVE COMMITTEE Yves Desjacques, Human Resources Director 85
Slide 86: Carlos Mario Giraldo
Executive management Executive Committee COMPOSITION OF THE EXECUTIVE COMMITTEE Carlos Mario Giraldo, Éxito Chief Executive Officer, Colombia 86
Slide 87: Antoine Giscard d'Estaing
Executive management Executive Committee COMPOSITION OF THE EXECUTIVE COMMITTEE Antoine Giscard d’Estaing, Chief Financial Officer 87
Slide 88: Ronaldo Iabrudi
Executive management Executive Committee COMPOSITION OF THE EXECUTIVE COMMITTEE Ronaldo Iabrudi, GPA Chief Executive Officer, Brazil 88
Slide 89: Stéphane Maquaire
Executive management Executive Committee COMPOSITION OF THE EXECUTIVE COMMITTEE Stéphane Maquaire, Chief Executive Officer of Monoprix 89
Slide 90: Jean-Paul Mochet
Executive management Executive Committee COMPOSITION OF THE EXECUTIVE COMMITTEE Jean-Paul Mochet, Chief Executive Officer of Franprix 90
Slide 91: Tina Schuler
Executive management Executive Committee COMPOSITION OF THE EXECUTIVE COMMITTEE Tina Schuler, Chief Executive Officer of Leader Price 91
Slide 92: Arnaud Strasser
Executive management Executive Committee COMPOSITION OF THE EXECUTIVE COMMITTEE Arnaud Strasser, Corporate Development and Holdings Director Vice-Chairman of CBD in Brazil 92
Slide 93: Gérard Walter
Executive management Executive Committee COMPOSITION OF THE EXECUTIVE COMMITTEE Gérard Walter, Chief Executive Officer of Hypermarchés Géant Casino 93
Slide 94: Julien Lagubeau
Executive management Executive Committee COMPOSITION OF THE EXECUTIVE COMMITTEE Julien Lagubeau, Committee Secretary Director of Planning and Strategy 94
Slide 95: Resolutions
Activities Results Strategic outlook and conclusion Corporate social responsibility Corporate governance RESOLUTIONS Reports of the Statutory Auditors and of the Merger Auditors Daniel Marque
Slide 96: Presentation of resolutions: first to third
Presentation of resolutions ORDINARY GENERAL MEETING First and second resolutions Third resolution ● Approval of the parent company financial ● Allocation of profit and setting of the dividend statements and consolidated financial statements for 2014 • Profit (loss) attributable • Dividend amount: €
Slide 97: Presentation of resolutions: fourth to sixth
Presentation of resolutions ORDINARY GENERAL MEETING Fourth resolution Fifth and sixth resolutions ● Approval of an agreement entered ● Approval of 2 agreements entered into with Companhia Brasileira into with Mercialys de Distribuição • Agreement relating to the grouping • Amending act to the partn
Slide 98: Presentation of resolutions: seventh
Presentation of resolutions ORDINARY GENERAL MEETING Seventh resolution ● Opinion on elements of the remuneration of Jean-Charles Naouri, Chairman and Chief Executive Officer Elements of remuneration Amount due or assigned for 2014 Fixed remuneration €480,000 Annual variable remuneration - Benefits
Slide 99: Presentation of resolutions: eighth to tenth
Presentation of resolutions ORDINARY GENERAL MEETING Eighth to ninth resolutions Tenth resolution (amended) ● Reappointment, for a 3-year period, of mandate ● Appointment of a new Independent Director of 2 independent directors for a 3-year period • Sylvia Jay • Nathalie Andrieux instead of Rose-Mar
Slide 100: Présentation des résolutions: eleventh and twelfth
Présentation des résolutions ASSEMBLÉE GÉNÉRALE ORDINAIRE Eleventh resolution Twelfth resolution ● Reappointment, for a 3-year period, ● Appointment of a new Director of a Director’s mandate for a 3-year period • The company Finatis • The company Cobivia 100
Slide 101: Presentation of resolutions: thirteenth
Presentation of resolutions ORDINARY GENERAL MEETING Thirteenth resolution ● Authorisation for the Company to purchase its own shares • Limit: the Company may hold no more • Utilisation during takeover bid period: No than 10% of the total number of shares unless to meet commitments to deliver securi
Slide 102: Presentation of resolutions: fourteenth
Presentation of resolutions ORDINARY GENERAL MEETING Fourteenth resolution ● Capital increase maintaining pre-emptive rights • Maximum amount: Equity securities: €60m (35% of share capital) vs €80 m in 2013 Debt securities: €2bn • Duration: 26 months 102
Slide 103: Presentation of resolutions: fifteenth and sixteenth
Presentation of resolutions ORDINARY GENERAL MEETING Fifteenth resolution Sixteenth resolution ● Capital increase without pre-emptive rights ● Capital increase without pre-emptive rights through public offering through private placement • Maximum amount: • Maximum amount: Equity securities: €17.3m
Slide 104: Presentation of resolutions: seventeenth and eighteenth
Presentation of resolutions EXTRAORDINARY GENERAL MEETING Seventeenth resolution Eighteenth resolution ● Derogatory setting of prices of issues carried ● Increase in initial issue amount in the event out without pre-emptive rights of excess demand • Authorisation to set the issue price • Authorisati
Slide 105: Presentation of resolutions: nineteenth and twentieth
Presentation of resolutions EXTRAORDINARY GENERAL MEETING Nineteenth resolution Twentieth resolution ● Capital increase by incorporation ● Capital increase as part of a public offering of reserves, earnings, premiums or other sums initiated by the Company • Maximum amount: • Maximum amount: €60m (
Slide 106: Presentation of resolutions: twenty-first and twenty-second
Presentation of resolutions EXTRAORDINARY/ORDINARY GENERAL MEETING Twenty-first resolution Twenty-second resolution ● Capital increase to remunerate contributions ● Overall limit on financial authorisations of securities made to the Company • Maximum amount: • Maximum amount: Equity securities: €6
Slide 107: Presentation of resolutions: twenty-third and twenty-fourth
Presentation of resolutions ASSEMBLÉE GÉNÉRALE EXTRAORDINAIRE Twenty-third resolution Twenty-fourth resolution ● Capital reduction through cancellation ● Company stock purchase option for employees of treasury shares • Maximum amount: • Maximum amount: 10% per 24-month period 2% of share capital
Slide 108: Presentation of resolutions: twenty-fifth and twenty-sixth
Presentation of resolutions ASSEMBLÉE GÉNÉRALE EXTRAORDINAIRE Twenty-fifth resolution Twenty-sixth resolution ● Company stock subscription option ● Company bonus share allocation for employees to employees • Maximum amount: • Maximum amount: 2% of share capital (incl. purchase options) 1% of sha
Slide 109: Presentation of resolutions: twenty-seventh
Presentation of resolutions ASSEMBLÉE GÉNÉRALE EXTRAORDINAIRE Twenty-seventh resolution ● Capital increase for employees in a company savings plan • Maximum amount: • Subscription price set pursuant to article L.3332-19 of the Labour Code 2% of share capital vs 3% in 2013 • Power to dispose of sha
Slide 110: Presentation of resolutions: mergers by absorption
Presentation of resolutions ASSEMBLÉE GÉNÉRALE EXTRAORDINAIRE Twenty-eighth to thirtieth resolutions ● Mergers by absorption of Frénil Distribution and Majaga • Net assets contributed: • Exchange parities: Frénil Distribution: €1,303,038 Number Number Majaga: €509,832 Absorbed of securities Pari
Slide 111: Presentation of resolutions: thirty-first and thirty-second
Presentation of resolutions ASSEMBLÉE GÉNÉRALE EXTRAORDINAIRE / ORDINAIRE Thirty-first resolution Thirty-second resolution ● Amendment of paragraph III of article 25 ● Powers for formalities of the articles of association relating to participation of shareholders in General Meetings • Harmonisation
Slide 112: Statutory and Merger Auditors Report
Activities Results Strategic outlook and conclusion Corporate social responsibility Corporate governance Resolutions STATUTORY AND MERGER AUDITORS REPORT
Slide 113: Statutory Auditors' special reports
Statutory Auditors' special reports 2014 REGISTRATION DOCUMENT Registration Contents Document ● On the ● Statutory • Consolidated Auditors' report • Annual Financial Statements on the financial statements of ● On the regulated agreements and commitments with related parties the Ordinary General ● On
Slide 114: Report on the consolidated financial statements
Report on the consolidated financial statements PAGE 28 OF THE 2014 REGISTRATION DOCUMENT Registration Opinion on the financial statements Document ● Unqualified opinion with a comment on the change of accounting method ● Consolidated after the application of IFRS 11 on joint arrangements and Financ
Slide 115: Report on the annual financial statements
Report on the annual financial statements PAGE 120 OF THE 2014 REGISTRATION DOCUMENT Registration Opinion on the financial statements Document ● Unqualified opinion, no comment on the accuracy, true and fair nature of the financial ● Annual financial statements prepared in accordance with French acc
Slide 116: Report on regulated agreements with related parties
Report on the regulated agreements and commitments with related parties PAGE 145 TO 147 OF THE 2014 REGISTRATION DOCUMENT Registration New authorisations Document Mercialys ● Extension and amendment of the partnership agreement (accelerated validation procedure for projects, ● Regulated introduction
Slide 117: Report on the Chairman's report on internal control
Report on the Chairman's report on internal control PAGE 322 OF THE 2014 REGISTRATION DOCUMENT Registration Conclusion Document ● Absence of comment on information provided on internal control procedures ● Report and management of risks relating to the accounting and financial information on the Cha
Slide 118: Statutory Auditors' special reports
Statutory Auditors' special reports 2014 REGISTRATION DOCUMENT Registration Contents Document ● On the issue of equities and various transferable securities with and/or without pre-emptive ● Statutory Auditors' rights (Resolutions no. 14, 15, 16, 17, 18, 20 and 21) special reports ● On the capital r
Slide 119: Special report on issue of shares and securities
Statutory Auditors' special reports RESOLUTIONS No. 14, 15, 16, 17, 18, 20 AND 21 (PAGES 262 AND 263 OF THE 2014 REGISTRATION DOCUMENT) Registration Purpose of the report Document ● Delegation of authority, for a period of 26 months and according to a defined cap, in order to carry out such transact
Slide 120: Special report on capital reduction
Statutory Auditors' special reports RESOLUTION No. 23 - (PAGE 264 OF THE 2014 REGISTRATION DOCUMENT) Registration Purpose of the report Document ● Delegation of power for a period of 26 months to cancel the purchased shares, ● Special report within the limit of 10% of the capital by a period of 24 m
Slide 121: Special report on stock purchase options
Statutory Auditors' special reports RESOLUTION No. 24 - (PAGE 265 OF THE 2014 REGISTRATION DOCUMENT) Registration Purpose of the report Document ● Authorisation for a period of 26 months ● Special report ● Opinion on the methods proposed for setting the share subscription price on the authorisation
Slide 122: Special report on stock subscription options
Statutory Auditors' special reports RESOLUTION No. 25 - (PAGE 266 OF THE 2014 REGISTRATION DOCUMENT) Registration Purpose of the report Document ● Authorisation for a period of 26 months ● Special report ● Opinion on the methods proposed for setting the share purchase price on the authorisation of g
Slide 123: Special report on allocation of shares to employees
Statutory Auditors' special reports RESOLUTION No. 26 - (PAGE 267 OF THE 2014 REGISTRATION DOCUMENT) Registration Purpose of the report Document ● Authorisation for a period of 26 months ● Special report ● Opinion on the information given to you on the planned transaction on the allocation of existi
Slide 124: Special report on employee savings plan capital increase
Statutory Auditors' special reports RESOLUTION No. 27 - (PAGE 268 OF THE 2014 REGISTRATION DOCUMENT) Registration Purpose of the report Document ● Delegation of authority to carry out one or several capital increases, for a period of 26 months and within the limit of 2% of the total number of your c
Slide 125: Merger Auditors' report
Merger Auditors' report RESOLUTIONS No. 28 to 30 Merger Reports on the value of the contributions by absorption Conclusions of companies ● The contributions are not overpriced ● Frénil Distribution ● The contributed net asset is at least equal to the amount of Casino's capital increase, ● Majaga inc
Slide 126: Disclaimer
DISCLAIMER This presentation contains forward-looking information and statements about Casino. Forward-looking statements are statements that are not historical facts. These statements include financial projections and estimates and their underlying assumptions, statements regarding plans, objective
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