1. 1 Casino and Galeries Lafayette Pursue Strategic Partnership in Monoprix Meeting - February 10, 2003

2. 2 1 - Galeries Lafayette/Casino Partnership in Monoprix 2 - Main Terms of the Agreement 3 -Key Points for the Two Groups

3. Galeries Lafayette / Casino Partnership in Monoprix

4. 4 Ø1996Monoprix joins the Casino central purchasing agency Ø1997Acquisition of Prisunic Casino takes a 21.4% stake in Monoprix Ø2000Galeries Lafayette and Casino agree to each own an equal interest in Monoprix Ø2003The two shareholders agree to pursue their strategic partnership with the goal of increasing Monoprix’s value Milestones

5. 5 Operating Income and Operating Margin Financial Highlights 33.8 15.7 1996 1.1% 49.2 12.8 1997 1.6% 64.1 1998 2.0% 69.6 1999 2.2% 137.5 2001 3.8% 98.3 2000 2.9% ~180 2002 ~4.8% Provisional Forecast 200 2003 2003 Objective

6. 6 ØReaffirm and broaden the “Citymarché” urban retailing concept Strategic Objectives ØFocus strategy on the customer ØOptimise Monoprix’s operating efficiency ØPursue an assertive growth strategy (in France and abroad) ØContinue to deploy a sustainable development strategy

7. 7 Monoprix Today F.M.C.G. 27% Apparel 13% Health & Beauty 13% Leisure 4% Produce and dairy 38% Household goods 4% Other 1%

8. 8 Positioned in line with the “Citymarché” concept

9. 9 Innovative concepts

10. 10 Attractively displayed products

11. 11 Op. Income 2000 €98m 2003€200m Op. Income Up 40% compared with 2002 Financial Objectives May 2000 objectives Ø2000 - 2003 plan Medium-term objectives Ø2003 - 2006 plan

12. 12 Operational drivers ØHigher sales Renovations and store openings Enhanced customer service and loyalty Growth Drivers ØOptimised margins Development of own-brands Improved product mix and portfolio ØControlled costs Improved operating performance and productivity

13. 13 Growth Drivers Strategic drivers ØContinue to develop synergies Optimisation of the store base Procurement Support functions ØIntroduce new concepts Based on customer behaviour Specialised offers

14. Main Terms of the Agreement

15. 15 Business Cooperation ØGaleries Lafayette and Casino will continue to implement synergies with Monoprix ØGaleries Lafayette and Casino will support the development of new city-centre stores and seek growth opportunities in international markets

16. 16 ØPublic buyout offer for Monoprix shares, followed by a compulsory buyout To be filed once the final version of the agreements have been signed In compliance with the undertakings of the 2000 public offer, if Galeries Lafayette’s put is not exercised At an indexed price of €219 per share Monoprix Buyout

17. 17 Sums Distributed Ø Following the public buyout/compulsory buyout, Monoprix will distribute: A dividend equal to 25% of consolidated net income before exceptionals for the year ended December 31, 2002 An exceptional dividend of €261.5 million allowing to settle the interest income accrued since May 2000 Any financial resources deemed unnecessary for its operation, currently estimated at €400-500 million, which would be deducted from the Put 1 indexed price of €219 a share

18. 18 ØBeginning with fiscal year 2003 Annual payment of 75% of consolidated net income before exceptionals Sums Distributed ØOnce the call is exercised by Casino Annual payment of 50% of the higher of: –Consolidated net income before exceptionals –Consolidated net income

19. 19 ØGaleries Lafayette holds a put option with three different prices depending on the exercise date (after a period during which exercise is banned) Main Terms of the Put and Call Agreements ØCasino holds a call option on 10% of Monoprix’s capital, exercisable from April 1, 2009

20. 20 Standstill Mar. 2003Jan. 2006 Put 1 Apr. 2009 €219 indexed Euribor + 210 basis points + upside Main Terms of the Put and Call Agreements Appraised value + 21% Put 2 Appraised value Casino Call Appraised value + 21% Put 3 Valid one year from the date the call is exercised

21. 21 ØFrom March 2003 to January 2006 New indexation rate takes effect in March 2003 Standstill period –Galeries Lafayette’s put is not exercisable –But Galeries Lafayette may monetise the put to a financial institution until December 31, 2008 Main Terms of the Put and Call Agreements

22. 22 ØFrom January 2006 to March 31, 2009 Put exercisable by Galeries Lafayette on 50% of Monoprix shares (Put 1) –At a price of €219 per share, indexed to the Euribor rate plus 210 basis points, less all sums distributed that qualify for deduction from this price –Upside equal to half of the difference between the indexed price and the appraised per-share value, if the appraised value is higher than the indexed price Main Terms of the Put and Call Agreements

23. 23 ØAs from April 1, 2009 Put exercisable by Galeries Lafayette on 50 % of Monoprix shares at their appraised value (Put 2) Call exercisable by Casino on 10% of Monoprix shares held by Galeries Lafayette at their appraised value plus 21% During the 12 months following Casino’s exercise of its call on 10% of Monoprix shares, the price of Galeries Lafayette’s put on its remaining 40% interest is based on the value of the call upon exercise (Put 3) Main Terms of the Put and Call Agreements

24. 24 Governance of Monoprix ØUntil March 2008 Philippe Houzé, representing Galeries Lafayette, will continue as Chairman of the Board of Directors With the deciding vote on all decisions ØBeginning in March 2008 and until Casino exercises its call Chairmanship rotates between Casino and Galeries Lafayette Three-year term with deciding vote

25. 25 Governance of Monoprix Ø Following Casino’s exercise of its call Casino has the possibility of appointing the Chairman Membership on the Board of Directors is proportional to the two Group’s respective stakes in Monoprix’s capital Galeries Lafayette retains the right to veto decisions regarding changes in banners and major investments

26. Key Points for the Two Groups

27. 27 ØCasino now has an option to take the control of Monoprix Key Points for Casino ØThe agreement states that Galeries Lafayette’s put has been renewed based on the same exercise price of €219, thus enabling Casino to reduce its off balance sheet commitments ØThe re-scheduling of Galeries Lafayette’s put on Monoprix provides Casino with greater financial flexibility and a very solid balance sheet ØCasino intends to leverage this manoeuvrability to step up its organic growth, notably in France

28. 28 Key Points for Galeries Lafayette ØThe agreement maintains and improves the net financial value of the Monoprix stake, set in May 2000 (€219 per share; indexed at the Euribor rate plus 210 basis points; dividend tax regime) ØGaleries Lafayette remains as operator of an effective concept on the leading edge of today’s revitalised urban retailing sector, and will be involved over the long-term in its development and in the creation of additional value ØThe Group benefits from financial resources that enable it to pursue large-scale strategic opportunities (dividends representing roughly 1/3 of the cash value of the put; balance can be discounted until end 2008) ØIn an uncertain environment, it gives the Group the necessary guarantees and total flexibility to make decisions (sale, Put 1, partial call, Put 2, Put 3)