Right, so I suggest we start this Annual General Meeting. Good morning, ladies and gentlemen. Welcome to you, welcome to this Annual General Meeting to which you've been invited to attend in due legal time. As the Chairman of the Board of Directors, I shall chair this Annual General Meeting, and I'll have a chance to introduce all the other members of the Board of Directors.
We have a few journalists in the room, and let me inform you that this Annual General Meeting is live-streamed in French and in English on the group website, and you'll be able to catch up on this live stream as well since the recording will be online. We'll first appoint the bureau. With the corporate officers representing the greatest number of shares, I suggest Mr. Pascal Leclerc and Mr.
Thomas Doerane hold the greatest number of shares and they accepted to play that role. So I ask shareholders who abstain or object to raise their hand. I can't see any raised hands, no objection or abstention. So the bureau now should appoint a secretary. I suggest Ms. Béatrice Davourie, who is the legal officer, may play that role.
Philippe Palazzi and Ms. Angélique Cristofari are sitting next to me as well as Mr. Philippe Palazzi to present you with financial results, future projects, and answer your questions. Members of the board of directors are also present in the room, and I thank them for it. We also have the statutory auditors in the room. They will present their report. The recording of both audio and video recording is being made with a note taker and a bailiff for the transcript.
The attendance sheet that was signed by all of you when entering makes it possible for us to check that we have a quorum since we have here people representing more than a quarter of the total number of shares, which means that we have a quorum, which means that we can deliberate. Let me also remind you that all of the documents and information to do with this Annual General Meeting have been filed, pursuant to legal requirements, and they have been made available to you, shareholders, in due time.
If you agree, I shall not give a reading of the agenda since it has been made public in Le Soleil newspaper and on the website. I'll give the floor now to Mr. Philippe Palazzi, who's the Chief Executive Officer. He will introduce the executive committee.
Thank you, Mr. Chair. Hello everybody, and thank you for your presence. My name is Philippe Palazzi. I'm the new CEO. I'm delighted to get a chance to introduce myself to you at this Annual General Meeting. Before I say anything else, let me tell you that I'm fully aware that the context, the backdrop of this meeting is very unusual. I know that the last few years have been very taxing for our employees, for our franchisees, and for all who hold the Casino Group dear.
I know what you've been through. I know what your expectations are. Let me first tell you a little bit about myself. I recently was at the head of the Lactalis Group for two years. I made most of my career in retail. When I was very young already, I became involved in retail, starting in the fruit and veg stalls.
I worked in different countries in France, Greece, Hungary, and Italy, and then I was the head of operations for the group in Germany. I had different positions in procurement, at the executive committee, in operations, and every time I had the same motivation to drive a recovery and growth of operations. This is still what drives me. What is important to me is fairness, ethics, and respect for others. I've been CEO for two months, but I'm not alone.
I can rely on the other 11 members of the executive committee, now fully operational. I've made a point of rallying around me people who have complementary profiles, who know the group and retail. They are fully recognized in their area of expertise. I've decided to rely on active managers who know the Casino Group and for whom integrity is important.
I've also tapped into people with experience who will be able to open up new strategies, new operating models, and new leadership models to us. They are all here today in front of us, and I want to thank them for working with me at our new strategy for the new Casino Group. I give the floor back to the chairman.
Thank you, dear Philippe. We will now present the different activity reports for 2023 and the highlights of that 2023 year. To that end, I'll give the floor to our CFO, Angélique Cristofari.
Ladies and gentlemen, shareholders, hello. My name is Angélique Cristofari. I've been CFO since March, which was the date when I joined the executive committee under Philippe Palazzi. I will share with you the financial results for the year of 2023 and also the beginning of 2024. Quick reminder about the new scope.
Since the publication of financial results for 2023, financial results have been presented only for the scope of continuing operations. That's to say convenience brands, Monoprix, Franprix, and Casino, Cdiscount, as well as a few residual activities. Applying IFRS 5 rule, all the data from previous activities have been reinstated, and they are now presented for some of them as discontinued operations. Assai and GPA. In March 2023 and March 2024, respectively, the group lost management.
Grupo Éxito, in January this year, we relinquished the management and Casino hypermarkets and supermarkets, pursuant to the divestment initiated in 2023. Let's move on now to 2023 sales figures with consolidated net sales at EUR 9 billion. On a same-store basis, you see that +1.8%, but it's not representative of all of the financial results.
Cdiscount has gone on with its transition to a more profitable direct sales, to a more profitable model, reducing unprofitable direct sales. Plus 1.8% is the growth for all convenience brands, excluding Cdiscount. Monoprix, plus 1.8% growth. So it's activity driven by the Monop' brand and also return to growth for Naturalia. These brands went up by 4.3%, 2.6%. Monoprix went on with its development, development of its franchised stores in France and on international scale.
Franprix boasted a growth of 3.2%, 2.4% for stores, and 1.18% for e-commerce. 148 stores were open, of which 139 franchise stores. Finally, for Casino, with plus 1.1% growth on the same-store basis, there was a growth in sales of 1.6% and 381 new franchise stores and transfer of 93 stores that used to be integrated to a franchise model.
If we break down this EUR 9 billion figure, that gives us an adjusted EBITDA of EUR 765 million, down 22%. Convenience brands have seen the margin go up. Cdiscount up 51% as a result of the transition to a more profitable model and efficiency plans. With regards to convenience brands, Monoprix, down 8% in EBITDA, was impacted by inflation.
Franprix, minus 16%, was also impacted by inflation, but also by a drop in volume on the same-store basis that was not caught up upon or made up for by the number of franchise stores. Casino, down 54% because of energy prices going up, but also because of the necessary support to its franchise partners in mitigating negative effects of inflation. Finally, trading profits reaches EUR 124 million after removing depreciation and amortization.
If we look at the rest of the financial statement, that gives us a net consolidated loss of EUR 7.1 billion. That is a net loss from continuing operation of EUR 2.6 billion and a net loss from discontinued operations of EUR 4.6 billion. It was impacted by two elements: exceptional expenses, goodwill for Monoprix and Franprix mostly, and EUR 200 million in restructuring expenses, both operational and financial.
The consolidated net loss of EUR 7.1 billion was impacted by the cost of debt, the cost of interest, but also the amortization of financial expense as part of the change in maturity of the debt and heavy tax burden, minus EUR 720 million. Minus EUR 4.6 billion in net loss from discontinued operations. There's the EUR 1 billion of operational losses for hypermarkets and supermarkets and a depreciation of assets, GPA, Éxito that were being divested and portfolio of hypermarkets and supermarkets for EUR 4 billion.
At the end of 2023, financial net debt reached EUR 6.2 billion. Quick sum up of key figures for Q1 2024: net sales of EUR 2.1 billion, down by 3.8% on the same-store basis. Yet again, this doesn't reflect the performances of convenience stores with a stagnation of 0.1%. A high basis for comparison in Q1 2023 because of the carrying forward of inflation in sale price. -21% for Cdiscount linked to the planned reduction in direct sales. Adjusted EBITDA reached EUR 106 million.
That's a margin of 5.1% for Q1. So it's down EUR 39 million versus Q1 2023, impacted by non-recurring items and by the drop in our commercial margin. Free cash flow, -EUR 327 million, impacted by payment of a number of social security and tax liabilities placed under moratorium in 2023 as part of the financial restructuring.
This non-recurring item, so without that negative income, the free cash flow would have been quite significantly positive. Net debt, EUR 1.6 billion versus EUR 6.2 billion at the end of 2023. So it suffices to say that EUR 4.9 billion of debt have been converted in equity. Let me now come to the three main aspects, three main components of our transformation plan. First pillar, financial restructuring as of March last. 400 hypermarkets and supermarkets have been divested.
This has been initiated in 2023 and will go on with that divestment throughout 2024. Reorganization plan to adapt our organization and the organization of our different brands to adapt them to the new size of our group. So on the 27th of March, the first part of that reorganization took place, which made it possible to defer EUR 500 million deferred tax, deferred social security taxes, and deferred financial interests to be paid.
We've equitized most of the group's secured and unsecured debt, representing EUR 4.9 billion. In the second phase, ever since the 14th of May, there have been operations on share capital. First, 100 ordinary shares can be exchanged with 1 share with a par value of 1 euro cent. As of the 13th of June, there'll be a reduction of share capital.
That operation will be conducted by a reduction of shares from a value of 1 euro to 1 cent. This financial restructuring makes it possible to reduce the number of shares in circulation and hence the volatility of share price. They have no impact whatsoever on the value of shares that are held in portfolios by our shareholders. Second main pillar is the disposal of hypermarkets and supermarkets, which is underway. These disposals are being operated pursuant to several waves of agreements.
First series of agreements with the Groupement Les Mousquetaires in May 2023. 61 stores in 2023 have been disposed of, and 71 stores will be disposed of between July 1st and 30th of September of this year. Second series of agreements signed in January and February 2024 with Groupement Les Mousquetaires, Auchan Retail France and Carrefour Group. The disposal of these 287 stores has already been completed for the first two series of stores.
That's 121 stores and 90 stores. 76 stores remain to be disposed of. Once these operations will have been completed, the store will have 31 hypermarkets and supermarkets on the mainland and 13 in Corsica, for which disposal plans are in progress. Third main pillar in our plan is reorganization. This requires the adaptation of our organization to the new scope by pooling our support services across the brands and reinsourcing skills.
Philippe Palazzi will come back to our vision as part of our safeguarding procedure. We want this scheme to be a way to assume all our responsibilities and duties to the employees that will be impacted. We also have to adapt the logistics organization to resize the network and preserve the continuity of convenience stores. Given the scale of this transformation plan and of the ongoing deployment of these three financial components, the group has no immediate plans to communicate its outlook for 2024 in the short term, and I thank you for your attention.
Thank you to Ms. Angélique Cristofari, CFO. I now give the floor to Christophe Piednoël, who is the head of communications, public affairs, and CSR. He will share the corporate social responsibility strategy with us. Thank you, Mr. Chair.
Ladies and gentlemen, shareholders, I shall now go into the details of the actions and outcome of our CSR policy in 2023. The group has made a number of commitments in terms of responsible trade. We are a signatory of the United Nations Global Compact, as well as of the Women's Empowerment Principles. It also was granted the AFNOR Diversity and Workplace Equity Certification.
We got a 73 mark out of 100 by Moody's and an A minus by the CDP with regards to its carbon emissions. In 2023, our group has kept up its diversity promotion and fight against discrimination. We are the first retail chain to have been awarded the AFNOR Workplace Diversity and Equality label and one of the first signatories of the LGBT+ Charter. We also have committed to integrating people with disabilities.
There are 5% of employees who have a disability, and 49% of our employees are women. We have more than 46% of female managers, and our gender diversity network called Pluriel now boasts 700 members. With regards to fighting domestic violence, we have joined a fundraising effort. But of course, it's through our products that we want our commitments to shine through. More than 2,200 private label organic products, 80% of Monoprix clothing range aligned with ESG criteria.
In terms of animal welfare, 100% of eggs sold in stores come from cage-free hens. And the group has initiated the animal welfare labeling system that we have initiated for our chicken products sold under the Casino, Monoprix, and Franprix brand. We are a signatory of the plastics pact with a commitment to achieving 100% of recyclable and all reusable packaging by 2025.
We've eradicated or cut armed plastic packaging on over 1,600 products since 2019. We've also enhanced consumer information with the Planet-Score and Nutri-Score logos across our different brands. With regards to our products, we've developed training of procurement officers and also amongst our suppliers. A number of partnerships have been developed. All Farmers, all Cultiv'Acteurs is a network that we've developed, and we've enhanced our support.
And more than 50 million meals have been contributed in 2023 for food banks, notably. With regards to our donations, there is the project micro donation rounding up to the highest figure at the till that have also contributed significantly. These commitments are at the heart of the group strategy. The group strategy is being rethought and revamped, and rest assured that ESG and CSR will be at the heart of it. Thank you very much.
Well, your presentation gives me an opportunity to reassert that CSR really plays an essential part in our strategy. We are convinced that an ambitious strategy needs to get everyone on board, which is why we want to remain as leaders in CSR within the retail sector. I'll now give the floor to Philippe Palazzi, who will share the new Casino Group's transformation plan. Over to you, Mr. Palazzi.
Thank you, Mr. Chairman. As you've been able to see, we introduced the overall situation in full transparency. The economic situation is highly degraded, and we are fully mobilized so as to get back the rank that must be ours in French retail. I don't want to talk about the past. I want to look at the future. Time of uncertainties is behind us. The time of action of a new impetus has started.
The group commits itself into a deep transformation. This transformation will not be made overnight, but the roadmap is clear. We just have to restructure the group, then consolidate our positions to be able to develop our activity. In the very short term, we must finalize the already started restructuring. A first step has been made thanks to the financial restructuring.
Debt has been significantly reduced. Money has been injected, and it is also a key to have better financial statements and to review how we manage our cash flow to ensure the continuation of the group. We have started the urgent and necessary actions on three aspects, priority aspects that I want to review now.
Before that, I'd like to say that our priority is for the employees of the group, those people who have and will leave the group to join another brand name that will keep their job, but we'll make sure that transferring their employment will be made by continuing the rights of each and everyone. This has led to a lot of emotions of sadness, and I understand it.
I want to say to those people who will have a new professional future that we care about their future. I ask the HR people to have a successful employment safeguard plan through a constructive dialogue with staff representatives. We are going to focus on what will favor employment, training, the creation of companies, and professional projects of each and every one of our employees.
Today, we are putting a lot of energies with local representatives to find solutions for hypermarkets and supermarkets and the logistics platforms that we cannot keep and that have not yet been transferred. We are looking at serious brands for some of them, but I want to be fully objective. We won't find a solution for each and everyone, even if partial transfer of sites can be complemented. We decided to support each employee in a personalized way.
We are mobilizing the government, the Chamber of Commerce, the national and local economic players, and I want to thank them for their support. As the law provides, the employment safeguard plans must first and foremost allow each and everyone to have a professional future. It is not just paying compensations, even if I want to renew my commitment of going beyond what is legally binding.
But I don't want to forget the 25,000 employees who will continue working for the group and commit themselves in its recovery. We have to give them clear perspectives, a professional project of high quality. Their skills and competencies are recognized and will be key if the new Casino Group is to be successful. Let us now look at the future. We are now working on a plan for value creation. We'll be introducing our strategic project in the winter period this year.
As said, we have started the necessary and urgent actions for three main projects. First, the disposal of hypermarkets and supermarkets in France. It is being finalized, with two-thirds of disposals already made. The other project is adapting the logistics organization to take account of our refocusing in order to ensure the continuity of our deliveries.
I would like to underline the commitment of our people impacted by these two topics and projects. The stores are clean and organized. Our logistics people have continued working with responsibility. Nobody stopped working. In the current situation, we have to pay tribute to these people. The third project is the reorganizing project that started in May.
It is being continued in a constructive dialogue, and I want to tell you that I fully understand that the period is difficult for all our employees, and more particularly those people who could be affected by the employment safeguard project. This project is necessary in order to adapt our organization to the new scope of the group and to start a more efficient operational approach. We are now working and analyzing the financial situation, the commercial situation, cultural, and operational situations of the group.
We are seeing the evolutions of the external environment, the changes in retail, technological evolution, societal environmental impacts, the new expectations and the new needs of consumers. We are also having skills and know-how to build a realistic and relevant project for profitable and responsible growth. I'd like to now share with you the main principles that are at the basis of our approach. Group Casino has some assets.
They are our strength. We have powerful brands having a bearing positioning, and we have clearly identified brands. Our geographic coverage is unique with significant market shares in city centers, but also in the rural world. We have quality locations on all urban and rural territories. 42 million people in France are close to one of our stores. We have highly skilled employees. They are committed and loyal to the group.
And finally, we have a long experience and expertise in franchise, in managing it, in developing it. Today, it is now representing nearly two-thirds of our stores within the new Casino scope. The new Casino is a group of convenience brands. Convenience is the common DNA to all our brand names. Geographical proximity. We have exceptional locations, unique locations.
This is also valid for Cdiscount that is never more away than a few centimeters from you thanks to your mobile phones. It is a way of proximity and convenience. We also have an effective proximity, not just the size of the size. No one is going to a store because of its square meters, but to its attachment to a brand. I go to the Monoprix, my Franprix, my Vival, and my Spar.
The consumers buying decoration or textiles at Monoprix are proud to show the Monoprix brand on their garments. For example, no other retail brand can claim this. We want to strengthen the relational proximity with a better quality of welcome and service in all our stores. We want to have friendlier sales points by increasing the number of collaborators in fresh aisle and also at cash desks. We will reduce the proportion of automatic cash desks as it never smiles to a consumer.
We shall be investing so as to have more modern stores, a more dynamic concept. We want to certify the best of proximity and convenience. How can we make this real? The new Casino is today focusing on convenience and franchise. 73% of our stores at Franprix are franchises. 92% of stores for Casino are franchises. 52% for Monoprix. A franchisee is not just a contract.
A franchisee is a partner. We have common fate and future. Their success is our success. It means that we need to alter the culture and the commercial model of the group. And our value proposal to franchises is to be more competitive than ever. We keep our B2C expertise while reinforcing our B2B approach. This evolution is also valid for Cdiscount. Its main job is to work in close collaboration with the merchant of the marketplace.
It is again a B2B approach. Even if we are powerful, our territory image is sometimes unbalanced and there's a lack of solidarity among the group's brands. So we'll coordinate the profitable growth of all our stores. We cannot see Monoprix, Vival, Casino, or Franprix competing in a disorganized way. We'll hunt as a pack.
It means optimizing our locations if we are to acquire new sales points or if we are to streamline existing stores. For integrated stores, we'll be investing in time in the most sensitive products and will eliminate the killing prices that we see sometimes in all our shelves. We have to improve our prices and our transfer prices to franchises. I met them and I heard two things. Their attachment to the brand of Casino Group and to their brand in the Casino Group.
And they are also asking for a more partnership-based relationship. Using our private labels, we'll be working on our price and price image. Each member of the group will keep and strengthen its promise, its identity, and its positioning. We will also have more massive purchasing. Our new alliance is part of that approach, and this purchasing central is the greatest on the French market.
We'll be developing a common basis for our private labels and find recurring cost savings in order to finance all our investments. Here again, we'll be hunting as a pack. Finally, Casino Group is operating too much in a silo. We are not benefiting from synergies. We can see real disorganization and dysfunctioning. It is penalizing the results of the group.
So we ought to mutualize and improve what is not visible to the consumer, whether it is in the stores or e-commerce, purchase IT logistics while developing the specific DNA of each of our brands. In a period of high difficulty, some would tend to slow down or abandon their commitments regarding CSR. I'm deeply convinced that there is a way to build a profitable growth and a responsible growth. I said so on the 17th of January last, and I'm also repeating it.
Casino today has recognized and concrete results in that sector. I want to continue our commitment on environmental topics, but I also want to develop the societal commitment of our strategy. Our difference will be coming from our capacity to offer a responsible proximity. I mean here, a consistent and coherent proximity with what consumers are expecting, reducing waste and packaging, lowering carbon emissions and food waste, animal well-being, local sourcing, transparent sourcing, and fair remuneration of producers.
This is to meet the expectations of local populations. We will bring the adequate services, whether it is for prepared meals, for drugs, and so on. We will create a new solidarity for the most isolated people, whether in cities or in the rural sector. As a leader in proximity, the new Casino has a responsibility that will guide and support our policy and commercial strategy. You understood that.
Our roadmap is clear. We are going to be restructured by activating the urgent levers. We want to create value, and we want to grow in a profitable and responsible way. I will thus introduce our strategic plan at the end of the year. It will detail the operational objectives and the financial perspectives, as well as our ESG commitment and the way we will be reaching these. I thank you for your attention.
Thank you, Mr. CEO, for this introduction of your roadmap. It was very clear and well received by our shareholders. It is up to me now to introduce the group's governance and its evolution since the financial restructuring. As for 2023, the report of the board on the corporate governance is in chapter five and six of the documents for 2023.
It is mentioning the composition, the organization of the board works, the remuneration of the corporate officers. In 2023, the board had 12 members, 5 independent members. It was having 3 permanent committees and added committees created in April 2023 within the context of the financial restructuring. All the works of the boards and committees in 2023 are presented in a detailed way in the documents you received.
The attendance rate to the many board meetings, 91%, and committees, 97%. This shows the involvement of the engagement of the directors during their term of office. As for the new governance appointed on the 27th of March 2024, following the operations planned by the safeguard plans, it shows the change in the control of Casino for France Retail Holdings. It is being made up of the consortium members and controlled by the EP Equity Investment and the group of Mr.
Daniel Křetínský. The new board made two major decisions right away. First, we dissociated the role of chairman of the board and that of the CEO according to the Accelerated Safeguard Plan. Then, we set up a tighter board of directors. We have 7 administrators and 3 non-voting directors, 71% of independent directors, among which the chair of the board and 43% of women directors. Highly mobilized, this board met three times.
As from the 27th of March, attendance rate was 100%. I'd like to underline that we are having Mrs. Nalini Kerner, a director representing the staff and appointed by the most representative union, as mentioned by the statutes of the company. So welcome, Mrs. Kerner. So separating the mandate allows a better balance, power, and responsibilities within the group.
It favors a more efficient and transparent balance decision-making process within the complex implementation and difficult implementation of the plan. With the board of directors, I consider that the adequate expertise exists in this board of directors. We can thus define the strategy and the value creation plan, and we can supervise its implementation. This by the CEO for the interest of the company and shareholders. I will introduce each of the members of the board of directors. Their appointment or renewal of term of office are submitted to your vote. Sorry, but I'll introduce myself. But as I said earlier on, as you may know, I spent most of my career in another group, a retail group, before being recently called to other functions within the public and political sphere. For me, working for competition, Casino has always been a flagship name in France, kind of heritage brand.
That's why I'm much honored to have been chosen to chair the board of directors of the group and to work for the reconstruction of the new Casino for a new scope that is that of convenience brand. The group Casino is today experiencing difficulties and has to recover very rapidly to progressively be back onto a profitable growth path. This is a challenge, but I'm very happy to be able to work with a new management team led by Mr. Philippe Palazzi. Philippe knows very well retail and its challenges. He said it earlier on. He worked internationally, but also in France. Thus, he has a key experience for the recovery of the group. He has two experts working with him, and I fully trust him to fulfill the mission entrusted to him, and I'll be with them according to my own responsibility so that we are all successful.
Philippe is chairing the strategic committee that has been created on the 27th of March. Mrs. Elisabeth Sandager, independent director, has had many responsibilities. She's here on the first row in this room. She had a lot of responsibilities in marketing and in CEO positions in France and internationally within L'Oréal until 2023. She will chair the remuneration and nomination committee. Mrs. Athina Onassis, independent director, professional athletes, horse riding at the highest level for many years. She knows how to work in environmental international sectors. She has an expertise in real estate and asset management. Mr. Branislav Miškovič, financial expert, who has had different managing positions within the EP Corporate Group. He specialized in mergers and acquisitions in several sectors, more particularly in retail and e-commerce. He has been very much involved in developing the safeguard plans regarding the financial restructuring of the group as well. Mr.
Pascal Clouzard, independent director, has a career of more than 20 years within Carrefour. He was CEO of Carrefour Spain and Carrefour France. He fully knows the financial challenges of the retail sector in France. He will chair the audit committee. Ladies and gentlemen shareholders, we ask you to renew the term of office of Mrs. Nathalie Andrieux, who has been in the board of directors since 2015, and she kept her quality of independent director. Madame Andrieux has been managing major posts and digital posts and jobs, developed an expertise in the digital sector, in financial management, and in company strategies throughout her professional career. She is also a board member of other companies. She kept the chairmanship of the governance and CSR committee. We also have a possibility to vote for the appointment of three non-voting members, consultative role within the board of directors.
Given their functions, professional experience, they bring a specialized expertise in the financial sector and in company management. We have Mr. Thomas Doerane. From 2022, he is analyzing investments at Attestor, an investment fund based in London. Mr. Thomas Piquemal, who is the Deputy CEO of Fimalac, Mr. Martin Plavec, who has had managing positions within the EP corporate group, is an expert in mergers and acquisitions in retail, in media, but also in logistics. The three of them have actively participated in the negotiations for the financial restructuring of Casino Group and more particularly the renegotiations of the banking documents. The board will also have three committees. Three committees were already existing in the former governance. Their composition and main competencies listed here on screen are in compliance with the AMF code. The audit committee, two-thirds of independent directors, among whom the chairman, Mr.
Pascal Clouzard, they examined the results of the first quarter 2024. The appointments and compensation committee, two-thirds of independent directors, among whom the chairwoman, they dealt with the compensation policy of the new board and submitted to your vote. Elisabeth Sandager will make her presentations later on. The governance and social responsibility committee made up exclusively of independent directors. It is chaired by Nathalie Andrieux. They debated the governance rules and will have to assess the board in full coordination with the audit committee. This committee will prepare the works of the board on CSR policies and all information regarding sustainability. You heard the repeated commitments from myself and our CEO. The board of directors created a strategic committee. It is made up of six members and chaired by the CEO, Mr. Philippe Palazzi. This committee is a brainstorming committee. It is making recommendations to the board on strategic topics.
Its objective is to prepare the decisions of this board of directors. It is also giving opinions to the CEO. A strategic committee met three times as from the 27th of March. It has a real added value given the short-term challenges for the company and given the overall situation. Ladies and gentlemen, dear shareholders, if you approve the resolutions with this new governance, I'll be determined to continue our job for the full interest of the company and of all the shareholders. We will now welcome on stage Mrs. Elisabeth Sandager, chair of the appointments and compensation committee. She will be introducing the elements regarding the compensation of the corporate offices. Madame Director, Madame Chairwoman of the committee, you have the floor.
Thank you, Mr. Chairman.
So apologies in advance. I might cough, so I'll need a glass of water. Ladies and gentlemen, shareholders, it is now my pleasure to share with you all the elements regarding compensation. These pertain to resolutions 7 to 9 and 10, 11, and 24 to 27. So with regards to 2023 and 2024, you'll find a detailed presentation in the Universal Registration Document for 2023. With regards to the compensation of the Chairman and Chief Executive Officer, Jean-Charles Naouri, in respect of 2023, you'll see that it consists of fixed compensation of EUR 825,000 and a EUR 15,000 directors' compensation.
The CEO relinquished its annual variable compensation for 2023, and he lost his rights to long-term incentive for 2023 upon ceasing his duties. For 2024, the compensation policy provides for the continuation of the fixed compensation on a pro rata basis until his duties cease completely, excluding all other indemnities and compensation.
There will be no long-term incentive, no loss of office, no compete compensation, and no supplementary pension plan allocated prior to 2023. The directors' compensation will be paid out on a pro rata basis. I shall now move on to the compensation of the Chairman and CEO, Mr. Philippe Palazzi, for 2024. It consists of fixed compensation up to EUR 825,000 paid out on a pro rata basis. That's to say EUR 618,750 in respect of 2024. Annual variable compensation that is capped at 100% of the fixed compensation awarded in respect of 2024, subject to the achievement of targets. There will be also an allocation of performance shares subject to performance conditions and to service requirements. Accumulation performance period and/or share vesting period of one, two, or three years. Sorry, I'll come back.
These performance targets tested over a 3-year period will focus on, for 25% based on the average share price compared with the subscription price of the capital price, 140% for the first tranche, 220% for the third tranche of the subscription price of the capital increase, EUR 0.0480. 75% will be based on financial performance targets in line with the value creation plan, the key component of which is operating free cash flow. The CEO is not being compensated for his role as director. The Chairman and CEO also benefit from a loss of office and from a non-compete compensation pursuant to a factual cause. In the event that he's forced to resign within twelve months of taking up the position, remuneration would be 100% of fixed compensation plus a variable compensation on a pro rata basis and based on targets achieved for 2024.
Should he be forced to resign from the 13th month, he would then be compensated of 100% of the average fixed and variable compensation paid over the preceding two financial years, cap including non-compete compensation where applicable. twelve months non-compete compensation granting rights to gross compensation equal to twelve months fixed and variable compensation with an average paid in the preceding based on the average paid in the preceding two financial years. Let me come back to the criteria for annual variable compensation for the CEO. Am I on the right slide? Yes. So it consists of operational objectives up to 75%. That's to say preparation and implementation of the first stages of the reorganization of the company's subsidiaries concerned, completion of the three waves of sales of hypermarkets and supermarkets to Intermarché Auchan, and preparation and implementation of the 2025 strategic plan aimed at long-term value creation.
There are performance objectives that represent 10%. That's to say stabilization of the executive committee, stabilization of financial results for second quarter, second half of 2024 notably, as well as overall communication and cooperation with the board of directors, its committees, and the executive committee. There are 3 quantitative CSR objectives, each representing 5%. That's 15% in total. The percentage of women managers in France, an objective to cut tons of carbon dioxide emitted by Casino Group in France, and finally, an objective linked to the power consumption per square meters for all of our brands in France. This will be observed by the board of directors in 2025 on a proposal by the committee for appointments and compensation.
With regards to the chairman of the board of directors, it is suggested to you to set the gross fixed annual compensation of EUR 200,000 set in the light of the assignments entrusted to him, paid on a pro rata basis. That's to say EUR 150,000 in respect of 2024 in accordance with the AFEP-MEDEF code, included in the maximum compensation package of EUR 650,000. That is unchanged. With regards to compensation of non-executive corporate officers, that's resolution 9. Firstly, it is suggested to you to complement the 2023 policies so as to allocate to members of the ad hoc committee to follow up on the financial restructuring EUR 1,500 per meeting up to a maximum of EUR 16,500, plus a gross amount of EUR 2,500 for the chair. With regards to the members of the audit committee, EUR 20,000 is also unchanged.
So you'll find that for the new strategic committee, we've aligned it on the nomination and remuneration committee, and all of these compensations will be paid on a pro rata basis. These amounts have been set looking at what the policy is on the market, and most of the amounts used as a basis have been unchanged since 2009. For non-voting directors, we've decided that it would be divided twofold and that their participation in committees would not be compensated over and above the rest. I thank you for your attention.
Thank you, Madam Chair of this committee for these explanations that were very clear. I'll ask now Ms. Béatrice Davourie, who is our general counsel, to introduce the resolutions that will be up for vote over to you.
Thank you, Mr. Chair. Good morning to ladies and gentlemen, shareholders.
As part of the Ordinary General Meeting, first and second resolutions pertain to the approval of the 2023 parent company and consolidated financial statements for financial year 2023 as they were presented. The third resolution pertains to the allocation of profit for the 2023 loss of EUR 10,214,900,911.50. Under resolution 4, 5, and 6, it will be submitted to you for approval of related party agreements in accordance with the provisions of Article L 225-38 of the French commercial code, respectively to do with shareholder agreement with GPA relating to exit that has no object anymore. Pre-agreement with Calleja for the sale of the stake in Éxito that was exercised and is no longer of any effect. And finally, an acquisition agreement and pledge agreement with GPA concerning the interest in Cnova acquisition has been completed.
Under the seventh resolution, you are asked to approve of the information referred to in Article L22109 of the French commercial code relating to the compensation of corporate officers paid in or granted for 2023. Under resolution 8, you're asked to approve of the total compensation and benefits of any kind paid to the chairman and CEO, Jean-Charles Naouri, in 2023 or granted to him in respect of that year in his capacity, as was presented by our CFO. Under the ninth resolution, it is asked of you to approve of an amendment to the 2023 compensation policy for non-executive directors. Under the tenth resolution, you are asked for your approval of the compensation policy for Jean-Charles Naouri in respect of 2024 in his capacity as chairman and chief executive officers until his duty ceases.
Under the eleventh resolution, you're asked to approve of the compensation policy for non-executive directors in respect of 2024 until the date of completion for the financial restructuring. All of these elements have been presented to you by Ms. Sandager. The twelfth resolution suggests that you may ratify the appointment of a director, Belle, to a company that resigned in March 2025, but this is the ratification of their appointment for 2023. Resolution 13 to 23 have to do with the ratification of the appointments of new directors and non-voting directors made on the date of the completion of the financial restructuring on the 27th of March 2024, on the one hand, and the renewal of the mandate of two directors. All of these elements have been presented to you by Mr. Laurent Pietraszewski.
Resolution 24 has to do with the compensation policy for the chief executive officer in respect of 2024. Under the 25th resolution, you are asked to approve of the compensation policy for the chairman of the board of directors in respect of 2024. Under the 26th resolution, it is asked of you to approve the compensation policy for directors, non-executive directors in respect of 2024, in consideration of their position from the date of the completion of the financial restructuring. The 27th resolution has to do with compensation for non-voting directors. All of these elements have also been presented to you by Ms. Sandager. The 28th resolution suggests that you may appoint KPMG SA as statutory auditor to certify sustainability information. The 29th resolution pertains to the authorization for the company to buy back its own shares within the limit of 10% of the share capital.
Authorization would be valid for 18 months. Now, as part of the Extraordinary General Meeting remit, under the thirtieth to thirty-eighth resolution, it is suggested to you to cancel and renew the financial authorizations that have to do with share capital previously entrusted to your board of directors as of the May 18th general meeting. These would be valid for 26 months, but not including public tender offers. The nominal amount for capital increase should not exceed 50% of the post-reduction share capital. The total amount for capital increase without any PSR should not exceed 15%, sorry, 10% of the post-reduction share capital. And the total amount regarding the credit should not be over EUR 1.2 billion. Authorization would be granted for a period of 26 months, and the maximum amount would be 2% of the post-reduction share.
The 40th resolution asks of you to renew the authorization to grant free Casino shares to employees and/or executive corporate officers of the company and its related companies within a limit of 1% of the post-reduction share capital, with an authorization valid for 38 months and including 0.5% for the company's executive corporate officers for performance shares. Under the 41st resolution, it is suggested to you to renew the authorization to reduce share capital by canceling treasury shares within the limit of 10% of capital. The 42nd and last resolution is a usual resolution asking for powers for formalities. Thank you, Madam General Counsel. Now is time to listen to statutory auditor's reports. I ask Éric Ropert to join us on the stage. Over to you, Mr. Ropert. Thank you, Mr. Chair. Thank you, Mr. CEO. Ladies and gentlemen, shareholders, good morning.
It is my pleasure to present to you, on behalf of KPMG statutory auditors, the reports we've drafted for your benefit. These reports you'll find among the documents that were made available to you. Reports that we've issued are as follows. On financial statements for year-ended December 31st, 2023, a special report on regulated agreements and special reports resolutions of the Extraordinary General Meeting. I shall now give you the highlights of our reports on the financial statements, bearing in mind that our work, pursuant to standards in our profession, to check that there are no discrepancies or any abnormalities. With regards to our report on the financial statement, you'll find it on page 199-203 in the universal registration document.
We hereby certify that financial statements for Casino Guichard-Perrachon, pursuant to the French accounting standards, give a true and fair view of the assets and liabilities and of the financial position of the company as of December the 31st, 2023. We've also detailed the key audit points with regards to measurement of equity securities, as well as assessment of the going concern assumptions, as well as due diligence operated in that regard. We issued no observation and have no matters to report on management report and other documents. Finally, we conclude that the presentation of the financial statements intended to be included in the annual financial report complies with the European Single Electronic Format. Now, regarding consolidated financial statements, our report can be found in pages 79-85 of the universal registration document.
We hereby certify that consolidated financial statements, pursuant to the IFRS framework, give a true and fair view of the assets and liabilities and of the financial position of the group as of 31st of December 2023. We presented the key audit matters in our report regarding goodwill impairment tests, the going concern, the measurement and presentation of the discontinued Casino France hypermarket and supermarket operations, and finally, the valuation of rebates to be received from suppliers at the end of the financial year. We hereby inform you as well, through this report, that we have no observation to make on the transparency of the report of the executive board. Finally, we hereby conclude that the presentation of the consolidated financial statements in the annual financial report complies with the European single electronic format.
Because of technical constraints to do with the European single electronic format, it may be that the content of some of the appendices will not be reflected in the consolidated financial statements attached to the present report. A special report on regulated agreements can be found on pages 240 to 242 of the universal registration document. We've been informed of the following agreements that have been entered into during the year and submitted to the approval of the shareholders' meeting. Shareholders' agreement between Casino Guichard-Perrachon and GPA, pre-agreement relating to the sale of the Casino Group's interests in Éxito, and agreement relating to the acquisition by Casino Guichard-Perrachon of Cnova shares held indirectly by Cnova and the collateral agreements. We have not been advised of any agreement that had been previously approved by the shareholders' meeting that remained in force during the year.
Finally, with regards to issuance of shares and other marketable securities, we issued the 4 special reports that follow. One related to resolutions 30-38 on the delegation to the executive board for a period of 26 months to decide on the issue of shares and various securities. We have no matters to report on this point. With regards to the issuance of equity securities and/or other marketable securities, we have no matters to report on the terms used to determine the issue price of the newly issued equity securities. If the case arises, we shall issue a supplementary report. We also issued three additional reports. First, pursuant to resolution 39 on the delegation to the executive board for a period of 26 months of the authority to decide on the issuance of equity securities and/or other marketable securities, giving access to capital.
In respect of resolution 40 about the delegation to the executive board for a period of 38 months of the authority to grant existing or newly issued free shares to executive corporate officers and employees of the company. And finally, in respect of resolution 41 of your assembly on the delegation to the executive board for a period of 26 months, so as to cancel shares purchased in respect of the authorization to buy back own company shares within the limit of 10% of share capital per 24 months period. With regards to these three additional reports, we have no matters to report. Regarding the report related to resolution 39, since we don't know about the final conditions for the implementation, we issued no opinion. We shall issue an additional report should that delegation be used.
Here you have, ladies and gentlemen, shareholders, a summary of all of our reports with regards to financial year 2023, and I thank you for your attention.
Thank you, Mr. Ropert, for this presentation. Ladies and gentlemen, dear shareholders, before we open the Q&A session, I'd like to give the floor for a few minutes to Mr. Philippe Palazzi so that he can share with us his vision of the Groupe Casino for tomorrow. Thank you, Mr. Chair. I do not want to come back to what has been said. You understand that our ambition is to be back at the right place in French retail by proposing and offering the best convenience. You can count on me on the management team. We'll devote all our energy to that. We have already started working. It's going to take time, but I really believe in what we're doing.
I believe in it because we do have solid assets that we can use. I believe in it because we have a huge potentiality to tap, and we know how to do it. I finally believe in it because our positioning is for the future. Whether geographically, relational, social, commercial, proximity, convenience is representing the future, it meets societal expectations, expectations that are stronger and stronger. Big is no longer fashionable. Customers are looking for a local approach. They want to have a say in how things are developing. When remote trade is making a difference only thanks to price, convenience trade, as for it, is meeting deep trends such as urbanization and aging of the population. The village store is a place for socializing, for friendliness. It is really what customers are looking for.
I believe all the more so in this because it is in the DNA of our group. It can work with strong brands. And of course, this proximity, this convenience is compelling our future actions and our development strategy. Everything is to be made. We'll give a new impetus to our group. We'll write a new chapter in its history. We'll be again traders. You can count on us for that. Thank you. Thank you, Mr. CEO, for these words and for giving us your vision on convenience trade. We are now available with Philippe Palazzi to answer your questions and give you additional information. There's a procedure to respect, of course. Please introduce yourself to the hostesses. They have a microphone, so please use the microphone. We have some indicators so that I can see who wants to take the floor.
Now, we can start with the back of the room, question number four. Yes, you have the floor. A microphone, please. Thank you. There was no one? Okay, sorry. So number one then. Good morning. I have a question regarding the appointment of Athina Onassis. You introduced her as a horse-riding champion, but as she has an expertise in retail, what will she bring to the board of directors? I can give you an answer, and if she wishes so, she can answer. I also said that she has a lot of knowledge of the international approach. She has deep knowledge of economic reality outside the national scope. But having someone who is a high-level sports person is a real positive aspect in this board. My job is to have an operational board for the benefit of all shareholders.
And around me, I need people who know what a challenge is, who know what performance is beyond all the other knowledge and competencies she has. Well, you may know Athina Onassis is investing a lot and is very much attentive to the reality of the markets and not just retail. Your question was focusing on retail. You saw in our team, people have a long history in retail, others less. I believe in diversity. And to have moderated some groups, not just board of directors, I think that in a group, we need people from different origins who complement themselves. And this is why I wanted to have Athina Onassis working with me. So on the other side of the room for question number 2. Mr. Chairman, good morning. Mr. De Soulange for the Association for the Patrimoine and Actionnariat Individuel, Group Casino. Indeed, it is a heritage brand.
Is it just financial? The answer is, of course, no. Is it a social asset? My answer would be yes. The only thing here is, Mr. Palazzi, you introduced a team for your executive committee that is very interesting, made up of no doubt know what they're dealing with, yet have not found in the incentives that you have to share with these people the way you will govern so that the social assets not be considered as much as the financial assets. So I wonder if your compensations are, as proposed, enough so that Groupe Casino and all its brands understand how it can be number one on the French market, not mentioning the European markets. I have a second question. You have a lot of disappointed people here. We wanted to believe in what you said. Normally, I'm an optimistic person. However, Mr.
Chair of the Board of Directors, I do not feel that around you you have at least a young person. Why? Because I want to say that retail and its environment has changed. Competitors looking at you are not really nice people. And the crisis in France, which is a crisis of the purchasing power, you understood that, means that the average basket is rather low. And it's not the young people who will go to Casino unless they can buy sandwiches at a low price and just before the best-before date. So what you're saying is brilliant. It serves the group so as to keep its brand heritage value. But I'd like to know what your priorities are to do so. And finally, Mr. CEO, you wanted to set up a strategic committee.
In terms of governance, I was accustomed to seeing that it was up to the board of directors to define the strategy and to the CEO to roll out the roadmap. Now, the role is inverted. So I have difficulties in understanding. Thank you for your questions, sir. These are very rich. We try to give you a full answer. I will give the floor to Philippe Palazzi for that. But first, I understand, and thank you for sharing this with us. I understand your vision of retail and a deep transformation of our customers' and consumers' expectations.
To what you said, we could add that the realities may be different if you live in an urban environment or in a rural environment, that what our different brands can bring and the capacity of each and every one of our consumers to feed themselves, to buy clothes under good conditions with quality products is to be adapted to the market realities for the area you live in. Philippe will talk about that. I'd like to tell you as well that for the last point, I can give you a direct answer. We have to be very relaxed regarding the role of the various committees. They are here to support the work of the board of directors. In reality, this is how things are made. The committees are here to prepare the work, to support the work of the board. This is the rule of our board.
For the strategic committee chaired by Philippe, of course, it is working on daily matters. These may not be of the same levels, board of directors and a strategic committee. So it is another level of intervention. It's not fully the daily basis and not fully the strategy. Why so? Because the reality of our company today is that it is being fully transformed and restructured, as we said. So there's a need to support, maybe on a daily basis. It's a job of Philippe and his team. But they should also be able to extract themselves from the daily approach because you permanently need to adjust when working, and you need to be able to extract yourself from your daily work. I often meet with board of directors, but I can't meet as often with them as with other committees.
So this is what I can tell you in full transparency about the strategic committee. And Philippe will answer your other questions. Thank you, Mr. Chair, and thank you, sir, for your questions and comments. A few words about the strategic committee. It is a reflection body, a body to make proposals. The objective of this strategic committee is to give it an opinion to the board, an enlightened opinion to the board of directors so that it can make a decision. The risk when you are a CEO is to be isolated, to be alone. Being able to share ideas with the strategic committee is very much enriching, and then you can really see things from a different angle.
As for the brands of the group, to retail and our social and societal responsibility, I'm very happy to share with all of you our objectives regarding how we want to approach our consumers and what our societal responsibility is. The casino brands are numerous, not just the casino brand. There is also Vival, brand new. No, it is a rural-based brand. Coming from the provinces, I'm very much attached to this brand. In my village, there is a Vival store. The role of all these convenience brands does correspond to the needs of the populations. I agree with you when you mentioned a crisis in the purchasing power, but I can tell you that there's also a crisis in proximity, in convenience. Aging population and the fact that elderly people can remain independent, but this means that they should have stores close to where they live.
Recently, we saw an accident of an elderly person driving a car. It's a tragedy, really. But if I do think that the age for driving a car will be reduced, well, it means that it's vital for us to have stores close to the populations. Isolation in city centers, the high price of the last mile. We talk a lot about deliveries of the last mile. I've visited a convenience store, the Saint-Michel in Paris, a Monoprix store. Okay, there is a crisis in the purchasing power, but this store is very well located right in the city center with people and employees that are highly motivated by the brands and working for their consumers. And they also offer a home delivery service. You can leave your trolley, and then you will be delivered.
Okay, we may be a little bit more expensive than the Leclerc stores, but you don't have to take your car to go to a Monoprix, Spar, or a Vival store. And if we improve our service level, and there's a topic here, we must also improve the relationship we have with our consumers. What I said earlier on, we need to be closer to our consumers. Relationship is much more important than prices. True, we have killing prices. We are all aware of that. We're working on these prices, and we'll put them back to the right level. We won't be less expensive than competition if we have locations in city centers compared to remote trade, this type of trade. Making headlines on the media means that you have to take your car. The only advantage is price, making people move and use their car.
If we look at the future, if we study what could happen, the decrease in the use of the car, of travel, means that convenience stores have a role to play. All our competitors really fighting on price all have a strategy for developing convenience stores. We are the leaders in that sector. When they approach the market with notions of format and store size, we have an answer in terms of brands. Convenience trade is very much based on loyalty. Consumers are close to a brand, and they love the brand. I discussed with a consumer this morning in a Monoprix store that I mentioned earlier on. She was very much attracted by our brand, and she thanked us and the employees of the group for their daily efforts.
So I deeply believe, we all deeply believe in the management committee of the group, in all our brands, and in the diversity of these brands as they fully meet the needs of our consumers and future consumers and the needs of the future of retail in France. And as the Saint-Étienne team, that is now in First League, had experienced difficulties and is now back into First League, I do believe the management team of the group believes that we'll bring the group back into First League. Thanks to this metaphor that I support as I was a big fan of the Saint-Étienne football team. If there is a question now for board number four, Jean-Michel Fumayer, individual shareholder, ruined nearly because of the Casino shares. I have two questions.
You introduced the new board of directors, and apparently, there are a lot of financial people rather than experts in trade. My other question is, what are your directives? The directives you received from the real master of the group, France Retail Holdings, if my memory is correct. So what is your action as mentioned by them? We have to be very clear. I'm an independent director. I'm here to answer all the shareholders. I'm not aligned to one or any one of you. I'm also a shareholder. So my topic is the company and the performance of the company in all its aspects, even extra financial aspects, as I said earlier on. Have I received instructions from anyone? The answer is no. When I have to make decisions, I make my decisions with the board of directors after getting the opinions of the various committees.
This is how it should work. I really believe in that. Shareholders, including the main shareholders, the core of the shareholders, want me to fulfill my assignment in this way. Those who know me from another life, from another brand, know that this is how I work. The other part of your question was? Sorry, I forgot it. Yes, the members being purely financial people. Well, maybe my positioning is that of management only. But decision-making groups must have some diversity, as I said earlier on. When I see the capacity discussion we have with Pascal Clouzard, the manager of the audit committee, well, of course, he has a keen approach from the former manager of Carrefour France and Carrefour Spain. He knows where we should focus. He's doing this with a real knowledge.
Well, I said that Pascal Clouzard was a CEO, but he was not born as a CEO of Carrefour Spain. Retail, this is the life of Philippe Palazzi, Pascal Clouzard, of Laurent Pietraszewski. So we start in the lower level of the ladder, really. And this is what's nice in retail. It is one of the few activities where we can experience climbing up the social ladder, really, if you work in the field, if you meet with the real people, I mean, our consumers. I fully understand your question, but I wanted to modify it and say that I'm pretty convinced that the directors know what the relationship to consumers on a daily basis is. Knowing how to make an inventory, okay, is something. We know the importance of this inventory, of stock rotations, to know how many items are on the shelf, really.
This is what people share in this Board of Directors. In this board, I need that. I need to have people who can make financial analysis, challenge the auditors. This is what Pascal Clouzard is doing with all the audit committee. This is what you are waiting for us, and this is what I'm expecting from the audit committee. We really want to go deep into the topics.
Thank you, Jean-Noël Fieu. I was a financial analyst and fund manager. I know that sometimes we make mistakes. I started in 1986 with Antoine Guichard a long time ago, and we organized a lot of the Annual General Meetings in Saint-Étienne back then. I looked at the history of Casino. In all the assets of the Casino Group, there was the brand that was the most differentiating element.
So my question is, will you be able to leverage that historical asset? Sorry for half answering my question, but if you don't have critical mass, if you downsize considerably, you might lose this. Multiplicity of formats, you are going to lose if you only have convenience brands. So coming back to the convenience store format, you know very well that in the retail sector, you need critical mass. You're not the only players, and you'll be under attack because you've shown vulnerability. You've talked about Vival, but my question is also, how do you work with producers? When I go to the Vival or Franprix, I can't find what I'm looking for, so I'll go to Carrefour. So how will you manage your logistics chains?
In convenience stores, you'll be under attack as well by other retail banners, but they will be able to rely on the logistics of their hypermarkets, which you will no longer have. So how will you face such fierce competition? Thank you. I'll let Philippe Palazzi answer because we've heard what you said about our historical pillars, about critical mass. I heard that and how we propose to tackle these issues in terms of offering and logistics in our new organization. Mr. CEO, please. Thank you, sir, for your question. I'll start with the brand. This is what you mentioned first in your question. The Casino brand, I think it is our heritage. It is our main asset. And I concur with what the chairman said. It's a brand that was born in 1901, and we have also a private label.
In Monoprix stores, there's the Casino Délices own brand that you can find. So suffice it to say that this brand is dear to people's hearts. I come from the south of France, and we didn't have all the retail chains that you can find in the north of France or in Brittany. So I also find this brand very important. You'll find the Casino private label in many of our other banners. I'm thinking of Sherpa. For those of you who find themselves in the Alps or in the Pyrenees, you'll find the Casino private label in Sherpa, in Vival. And so the Sherpa brand will remain. And so we care a lot about that brand, and this is why we want to preserve it. You said that our group is no longer a multi-format group.
Well, the hypermarket and supermarket format for listed companies or unlisted companies, the hypermarket, supermarket segment is in difficulty, whereas the convenience store format is developing. So it is a buoyant format. It's full of promises. You mentioned format, but you also mentioned critical mass, which is why we joined the central purchasing body together with Intermarché and Auchan. That makes this central purchasing body the leader in France that will help us in our positioning, our price positioning, because we'll be the best in terms of buying price. That will help us make up for the fact that we no longer have hypermarkets and supermarkets. And you were talking about the fear of not having critical mass anymore. In terms of logistics, there's real know-how within Casino through Easydis and other companies. We are very good at precision logistics. And precision logistics is very important for convenience stores.
I share your opinion on improvements to be made. You compared Franprix to Carrefour. The value creation plan that we are devising as we speak is geared towards improving our offering, improving our offering in fruit and veg in particular, and increase our market share. There's also an element that is strongly linked to our history as a group, which is our innovation gene, so to speak. It's something you can find in the whole of the company and in all of our employees. It's been very important in our DNA, and we want to keep up with that emphasis on innovation. We did it for Franprix, for Monoprix, with the development of solutions adapted to catchment areas. In the Monoprix and in the Fifth arrondissement, there no longer is a butcher, any butchers in that part of Paris.
So our butchers counter with real butchers who are really trained and experienced professionals. They're very proud of their work, and that is also what makes our brand stronger. This brand is very important to us. It is very dear to our heart. It makes it possible for us to pull volumes in Vival, Spar, Sherpa stores in filling stations that you find on roadways and highways when you go on holiday. This is a brand we want to prosper in the future. I'll try and take all the questions. Number three. Apologies, madame. Hello. I'm a Casino shareholder. I'll ask my husband to read my questions, and I thank you in advance for your answers. Yes, hello. Hello, Mr. Chair. Hello, Mr. CEO, and hello, ladies. People tried to block me because I didn't have a shareholder's card, but I still had my invitation.
I want to thank the CEO. I want to congratulate the CEO, even if it's a bit preemptive because you've just embarked on your plan. I hope it gives hope to the remaining employees in the Casino empire, and I hope that Casino will keep playing a role in the life of society in France, in particular in rural areas. I have a question for your CFO. We are not all polytechnics graduates. For people who bought shares at EUR 50, 50 shares, so people having 50 shares who are now worth less than 2 EUR will not even cover any related expenses. Could you maybe explain to us? I made a point of choosing 50 shares and not 100 because then they're pooled. So could you explain that very practically?
A risk of this Annual General Meeting being found null and void because some of the shares were canceled, number 35, for example. I asked my bank, and they did everything they could, but they said that the shares had been sold, and so they had been canceled. Selling shares at less than EUR 0.04 a few days prior to the Annual General Meeting would be laughable if it were not sad. My question is, is that legal? I'm not the only one. Apparently, several shareholders' cards were canceled. I will report these facts to the financial authority, the AMF, at the end of this Annual General Meeting. Well, it's all well and good that you were able to take the floor. On the second question, since it's personal to you and your relations with your bank, I find it difficult to answer you.
It's very technical, but it's very operational, so you were right to ask the question. Hello, sir. Thank you for your question. Your question has been tackled by the committee for shareholders that cannot pool their shares by 100, and for those shareholders that will not have made the operations in due time, you'll be compensated. So the EUR 50 initial buying price is not, I'm afraid, relevant in that case. Question number two, please. Hello. Jean-Claude Larrentier, I am an individual shareholder. Last night, the Casino share closed at 0.389 EUR. My average acquisition price was between 3-4 EUR. So not only will I make no gains, but there will be heavy loss. On Sundays, the Casino store in my municipality operates without any staff, which is why I'm adamant I won't shop there.
Do you have any figures with regards to the profitability of such a model without any staff, and what of all the losses due to fraud or theft? Thank you for your question. I totally agree, and I think I can safely say that we all agree with your comment on the opening on Sunday afternoons without any staff. The absence of staff does cause a lot of theft, and we're trying to put a figure on these losses, but it is a strategic decision that we are looking into. We also started to look at the opening times. A number of stores are open between 9:00 P.M. and 11:00 P.M. as well. So these opening times have been readjusted, and some stores are now closed on Sunday afternoons.
Automatic checkouts have also caused a drop in revenue because it is quite difficult to put all products on these automatic checkouts for a lot of people, which is why we are deliberately going to put people at the checkouts again and also for fruit and veg stores. Same as you, quite a lot of our former clients decided to desert these stores. I can also tell you that these stores that are staffless on Sundays represent a lot of extra workload for the staff come Monday morning. Question number 1. Good morning, gentlemen. I'm fortunate enough to have in front of me and your person an expert in pensions. What about reinstatement of minority shareholders, in this regroupment? I see a way of excluding minority shareholders, the very minority shareholders that I've proved loyal over the years. What's more, I see that there's no flagship anymore.
We only have little skiffs following the current. Mr. Palazzi is singing the praises of the Monoprix in Saint-Michel in Paris. I think it's a good example. Monoprix's DNA, and I underline that in previous Annual General Meetings, should be what drives our conquest of urban clients. And lastly, I'd like to understand why sales in Auchan and Intermarché have no impact on our cash flow. Did it mean that we sold them for free, free of charge? I'll start and then give the floor to my colleagues on more trade-related issues. I am a small shareholder myself. To be absolutely clear, the company in which I've worked for many years had made a point of making employee shareholders and family shareholders their strengths. So this is where I developed my conviction for over a 25-year period that that kind of shareholding was essential.
I saw the irony in what you said, but I really believe in supporting small shareholders who made a commitment to us a long time ago, and they expect us, with Philippe Palazzi and his whole team, to put forward things that will bear fruit. So I understand that you have high expectations, but we're working hard to explain how it materializes that hard work. Hello, sir. Thank you for this question. I share your viewpoint. The fact that we did away with flagships and were a group of small but very seaworthy boats that are easier to steer in a storm, to extend the maritime metaphor. We have our work cut out for us, but we will be up to the task. Plans will be presented for recovery by the end of the year.
With regards to the sale of hypermarkets and supermarkets and the impact on our cash flow, I'll let Angélique, our CFO, answer. So indeed, in 2023, some stores were under arbitration, and the reason for this is that they actually made losses. In 2023 and 2024, when we sold these stores, the goodwill of which were valued depending on their balance sheets, so it was over EUR 1 billion, the selling price. But of course, you have to look at the goodwill of these stores. In 2023, quite a lot of these stores made losses and keep losing money in 2024. So there is a transfer price to be paid, but for the whole of 2023 and 2024, there are also operating losses, and these activities have been organized with the working capital requirements that is negative.
So we still have to pay suppliers, and these debts are actually higher than the goodwills, which is why the enterprise value that we've agreed on does not make it possible for us to make up for the operating losses or working capital requirements.
Thank you for these financial specifications. As time is flying, we will take 2 additional questions. Go back to the back of the room with number four. I can see some people raising their hands. You have to ask our hostesses because I need to identify your seats. So number four, small shareholder, Mr. Béchery. You both of you, Mr. Chairman of the Board and Mr. CEO, you both reminded us of the interest of being transparent, essentially now. I noted 3 regulated agreements for the 2023 tax year or fiscal year since these agreements are of direct interest for Mr.
Jean-Charles Naouri as Chairman and CEO of GPA. So in full transparency, could we have this acquisition contract that is the object of resolution number 4, the disposal contract under resolution 5, and the shareholders' pact for GPA where Mr. Jean-Charles Naouri is Chairman and CEO of these companies, Éxito and Cnova companies? It is important really to know of the conditions under these agreements, and this is for the interest of the shareholders. Thank you very much for that. Could you communicate these contracts to us? Okay. So you want to receive the conventions that are indicated as a reference to some of the resolutions, and these are the three conventions and agreements you mentioned. Okay. I understood your questions. Since I will give the floor to Mrs. Davourie, our legal counsel, I wanted to make sure that I understood you well and that you have the right answer.
Madam, these agreements were presented to the Board of Directors of Casino in May 2023. The special report of the statutory auditors was made. Some elements are mentioned on page 240 of the universal registration documents. These conventions are no longer valid. They were signed for the disposal of the activity and assets in Latin America. Juste parce que je veux bien qu'on vous redonne la main, mais dans ce cas... Okay. You can have the floor back, but use a microphone. Okay? Otherwise, we can't hear you. Je vous laisse là rebondir, mais vous savez, c'est comme... But it is as in the National Assembly. You can answer, okay, but we need to stop and go to another question. I don't want to pick up on what has been said, but it is a way of avoiding the answer. I've been a lawyer of companies for 30 years.
I know what a regulated agreement is. We have to accept their existence. So it is an agreement, otherwise it cannot exist. How can we vote for these conventions? Resolutions are coming after the approval of the consolidated accounts, allocation of results. So these are resolutions 4, 5, and 6. They still have an existence. They have been materialized during the fiscal year of 2023. Madam Legal Counsel, you're telling me that it's over. Well, no. We have to rule on these agreements. So without us knowing of them, what can we do? We know acquisition contracts, the transfer contracts, clauses. I don't know what to say. I'm a little bit shocked by your answer. Thank you for your comments. What I heard is that you have elements in the registration documents. It is referring to elements, special reports of the statutory auditors.
If Madam Legal Counsel wants to add additional information, I can give her the floor, but I need to go to another question. As I said, these contracts were signed for the transferring and disposal of activities in Latin America. They have been made public, but they have not been made public, so we cannot communicate the contracts themselves. But the group is complying with legal obligations, of course. A special report of the statutory auditors has been issued on all these regulated agreements. So I refer you to the universal registration documents. Thank you, Madam Legal Counsel. We understood your question. We heard the answer given, referring you to the universal registration document. Apparently, you're not satisfied with this answer or the information, but we need to move forward with the questions. It is the last one. I'm sorry.
So two in one can ask the hostess holding board number two. And since you are in the same area of the gentleman who has been desperately waving to us, so first question for that gentleman and the last one for the other gentlemen. We are already late, but I wanted to give you some time for your questions. No filter, even if the former gentleman is not satisfied with the answer. But there comes a time when we need to go to the vote of the resolutions. It is my responsibility as Chairman. So two additional questions for that part of the room. Ladies and gentlemen, I think that you want to have a local approach. I can take the example of the Monoprix Avenue de Flandre. I can't see how this type of store can operate. I visited it.
It is very nice, but a population doesn't have the financial resources. If the same Monoprix was Avenue Mozart in Paris, these sales were totally different. Again, speaking of locally approached, do you have an approach for made-in-France products, and do you have an approach for second-hand markets, small depots with objects? Second question. Thank you. Charles Lecquer, individual shareholder. I'm very, very dissatisfied as I lost 99% of the shares' value. I came here to understand. First comment. I was disappointed as I didn't find any referring documents in a paper format. I was able to download it, but to find one page out of the 400, 500 takes time. Three questions. The role and efficiency of directors. What were their use? The previous directors, they did not prevent the drop in the share value. I didn't see things coming.
I was very much surprised by discovering in the reference documents in between page 449 and 458 on the new directors that they have no shares apart from one. They hold no shares on the date of the documents. Now, assessment regarding automatic cash desk. Do you have any idea about the theft level? Third, get inspiration from the best. Walmart in 2024, 27% share price evolution, 163% over 10 years' time. What are the good practices? What are these from the American trade sector that you could be using? Well, quite a number of questions for a conclusion. One of those you asked. I don't want to talk for all the shareholders, but we all have shares. I have bought some via the CIC Bank, who was not able to supply the documents stipulating my holdership, so I took care of the others rather than myself.
But I can reassure you, I do have some shares from Casino. And it's true for the other directors. So we will prepare this agenda for you. It took time to prepare this General Assembly meeting, so we need to be more reactive with our financial intermediaries. But as I told you, that it was small shareholders like you, it is really the case, and this is how I want to experience things, how the board of directors is experiencing things. The truth is what we want to share, and I want to share the same thing as you and with the board of directors similarly. Thank you for your question and comments. I wanted to reassure you publicly. This is the same reality for each and everyone in that sector.
There were many business questions from that gentleman about the type of offer, in what district can we adjust ourselves to the reality of our consumers? This is a key element. I'll finish with this item. Your question was on what the previous directors did. I joined on the 27th of March, and my position is that I have an opinion on what would have had to be done, and I can distribute good points here. But no, I want to avoid doing this. But I understand your question. It is a spontaneous one, and this is showing your disappointment, really. What about the shares, really? So with Philippe, with his team, with the whole board, we hope that all our actions and their values will grow and develop. So we need to do so. We'll talk trade with Philippe and Angélique and Walmart. Okay. We're not forgetting it.
I noted your comments and questions, and I want to thank you for these. You talked about the Crimée store that I know very well since I visited it several times. True, we need to adapt our offer, our stores to the local population. It's true for Paris, but also everywhere in France. So we need to adapt our offer everywhere, including Crimée. We want to develop in all our brands a real convenience trail, but we want to also have a loyalty approach with our consumers. A lot is to be done, and we need to adapt to the consumers around our stores. So we are reviewing all our points of sales. It means more than 8,000 for Group Casino to know if it is the right trade at the right location. So this is really a detailed job, but we're working on it.
In the past, the brands of the Casino Group competed among themselves and often in one similar location. So we look at that. You talked about local products. You talked about French production. We are very much attached to that. It is our duty. We are belonging to a society. So the brand, whether Casino, Monoprix, Franprix, Naturalia, they should really show French products, making efforts, and we are planning to sign a three-party contract between producers, the industry, and our brands. Thank you for reminding this, sir. The comment was made off microphone. The interpreters didn't hear. So now, the assessment of automatic cash desks. The level of theft increased a lot with the development of automatic cash desks. Service to consumers was degraded. We are serving an aging population in France. Not everyone who wants or has the capacity to use these automatic cash desks.
So in the future, we'll develop the so-called traditional cash desks. It will improve the average price of the basket and also allow us to reduce the theft level. Thus, the results of the groups will be improved, and we'll be able to invest in prices. Mentioning Walmart, so I wouldn't say it is the best of examples. The US, maybe from this financial part, yes, Walmart is having good results and performance, but we want to make a link with what we want and want to be. I'll be using Whole Foods in the US because it is a good example for our convenience stores in France. Thank you. So this is the end of the Q&A session. Thank you, Mr. CEO. Thank you to all of you for listening to us and for the exchanges we had.
It is key, really, and it shows our collective attachment to our group and our company. Madame Béatrice Davourie, our Legal Counsel, I'm late. I'm 3 minutes late, and I'm sorry, but it's time for me to give you the floor so that you can submit to the vote of the shareholders the various resolutions, the 42 resolutions. So we have quite a long period of time for the voting session. We'll review all the resolutions, and you'll remind us of how we are to operate. Yes, I want to communicate the final quorum. Present shareholders represented or voting by correspondence are 1,886, having 31,818,395, i.e., 80.41% of shares. It represents 31,864,770,452 voting rights for the General Assembly. For the Extraordinary General Meeting, shareholders are 882, having 31,818,271,665 shares, i.e., 80.41% of shares with voting rights. This is representing 31,764,733 voting rights.
The text of the resolutions are mentioned in the convening notice and in the meeting notice. If a shareholder wants it, I will not read all the resolutions. As for the use of the electronic voting machine, it can work only if your chip card is correctly inserted. The vote is open. You just have to press the key corresponding to choice. 1 is for, 2 is for against, and 3 is for abstention. If the screen of your voting machine is showing "reçu" or "received," it means that your vote has been accepted. If the screen of the voting machine was not to show the word "received," please say it to a hostess. If you need to correct your choice, modify it, just press one of the other keys before the end of the vote, even if your initial vote has already been received.
The duration of the vote for each resolution is 15 seconds, 15. We're now going to proceed to the resolutions and those for the Ordinary General Meeting first. First resolution, approval of the parent company financial statements for the year ended 31st of December 2023. Vote is opened. Vote is closed. Resolution is adopted with a majority. Second resolution, approval of the consolidated financial statements for the year ended 31st of December 2023. Vote is open. Vote is closed. Resolution is adopted with a majority. Third resolution, allocation of the financial year results. Voting is opened. Voting is closed. Resolution is adopted. Fourth resolution, approval of a related party agreement in accordance with the provisions of Article L225-38 and of the French Commercial Code. Voting is opened. Voting is closed. Resolution is adopted.
Fifth resolution, approval of a related party agreement in accordance with the provisions of Article L225-38 and following of the French Commercial Code. Voting is open. Voting is closed. Resolution is adopted. Sixth resolution, approval of related party agreements in accordance with the provisions of Article L225-38 and following of the French Commercial Code. Voting is open. Voting is closed. Resolution is adopted. Seventh resolution, approval of the information referred to in Article L22-10-91 of the French Commercial Code relating to the compensation of corporate offices paid or granted for financial year 2023. Voting is open, sorry. Voting is closed. Resolution adopted. Eighth resolution, approval of the total compensation and benefits of any kind paid to Jean-Charles Naouri in financial year 2023 or granted to him in respect of the financial year in consideration of his positions as Chairman and Chief Executive Officer. Voting is open. Voting is closed.
Resolution is adopted with a majority. Ninth resolution, amendment to the compensation policy for non-executive directors in respect of financial year 2023. Voting is open. Voting is closed. Resolution is approved. Tenth resolution, approval of the compensation policy for Mr. Jean-Charles Naouri in respect of financial year 2024 in consideration of his positions as Chairman and Chief Executive Officer. Voting is open. Voting is closed. Resolution is adopted. Eleventh resolution, approval of the compensation policy for non-executive directors in respect of financial year 2024 in consideration of the positions until the date of completion of the financial restructuring. Voting is open. Voting is closed. Resolution is adopted. Twelfth resolution, ratification of the temporary appointment of the Parbel II Company as a director. Voting is open. Voting is closed. Resolution is adopted. Thirteenth resolution, ratification of the temporary appointment of Mr. Philippe Palazzi as a director. Voting is open.
Voting is closed. Resolution is adopted. 14th resolution, ratification of the temporary appointment of Mr. Laurent Pietraszewski as a director. Voting is open. Voting is closed. Resolution is adopted. 15th resolution, ratification of the temporary appointment of Mr. Pascal Clouzard as a director. Voting is open. Voting is closed. Resolution is adopted. 16th resolution, ratification of the temporary appointment of Mr. Branislav Miškovič as a director. Voting is open. Voting is closed. Resolution is adopted. 17th resolution, ratification of the temporary appointment of Ms. Athina Onassis as a director. Voting is open. Voting is closed. Resolution is adopted. 18th resolution, ratification of the temporary appointment of Mrs. Elisabeth Sandager as a director. Voting is open. Voting is closed. Resolution is adopted. 19th resolution, re-election of Mrs. Nathalie Andrieux as a director. Voting is open. Voting is closed. Resolution is adopted. 20th resolution, re-election of Mrs. Elisabeth Sandager as a director.
Voting is open. Voting is closed. Resolution adopted. 21st resolution, ratification of the temporary appointment of Mr. Thomas Doerane as a non-voting director. Voting is open.
Voting is now closed. 21st resolution was adopted by a majority of votes. 22nd resolution, ratification of the temporary appointment of Thomas Piquemal as a non-voting director. Voting is now open. Voting is now closed. This resolution has been adopted by a majority. 23rd resolution, ratification of the temporary appointment of Martin Plavec as a non-voting director. Voting is open. Voting is now closed. Resolution has been adopted by a majority of votes. 24th resolution, approval of the compensation policy for the Chief Executive Officer in respect of financial year 2024. Voting is now open. Voting is now closed. The resolution has been adopted by a majority of votes.
25th resolution, approval of the compensation policy for the Chairman of the Board of Directors in respect of financial year 2024. Voting is now open. Voting is now closed. This resolution has been adopted by a majority of votes. 26th resolution, approval of the compensation policy for directors in respect of financial year 2024 in consideration of their position from the date of the completion of the financial restructuring. Voting is now open. Voting is now closed. This resolution has been adopted by a majority of votes. 27th resolution, compensation for non-voting directors. Voting is now open. Voting is now closed. The resolution has been adopted by a majority of votes. 28th resolution, appointment of KPMG as statutory auditor responsible for certifying sustainability information. Voting is now open. Voting is now closed. The resolution has been adopted by a majority of votes.
29th resolution, authorization for the company to buy back its own shares. Voting is now open. Voting is now closed. Resolution has been adopted by a majority of votes. We're now moving on to the approval of resolutions or voting on resolutions within the remit of the Extraordinary General Meeting. 30th resolution, delegation of competence granted to the Board of Directors for the purpose of issuing company shares or securities granting access to the shares of the company or one of its subsidiaries with preemptive subscription rights for existing shareholders. Voting is open. Voting is now closed. Resolution has been adopted by a majority of votes. 31st resolution, delegation of competence granted to the Board of Directors for the purpose of issuing company shares or securities granting access to the shares of the company or one of its subsidiaries without preemptive subscription rights for existing shareholders via a public offering.
Voting is now open. Voting is now closed. The resolution has been adopted by a majority of votes. Thirty-second resolution, delegation of competence granted to the Board of Directors for the purpose of increasing the share capital by issuing shares and/or securities granting immediate and/or deferred access to shares without preemptive subscription rights for existing shareholders via an offering as referred to in paragraph one of Article L411-2 of the French Monetary and Financial Code. Voting is now open. Voting is now closed. Resolution has been adopted by a majority of votes.
Thirty-third resolution, authorization granted to the Board of Directors in the event of issues without preemptive subscription rights carried out via a public offering or an offering as referred to in paragraph one of Article L411-2 of the French Monetary and Financial Code for the purpose of setting the issue price pursuant to the terms and conditions determined by the Annual General Meeting. Voting is now open. Voting is now closed. The resolution has been adopted by a majority of votes. Thirty-fourth resolution, delegation of competence granted to the Board of Directors for the purpose of increasing the number of securities to be issued in the event of a capital increase carried out with or without preemptive subscription rights. Voting is now open. Voting is now closed. Resolution has been adopted by a majority of votes.
Thirty-fifth resolution, delegation of competence granted to the Board of Directors for the purpose of increasing the share capital by capitalizing reserves, profits, premiums, or any other sum for which capitalization is authorized. Voting is now open. Voting is now closed. Resolution has been adopted by a majority of votes. Thirty-sixth resolution, delegation of competence granted to the Board of Directors for the purpose of issuing shares or securities granting access to the share capital without preemptive subscription rights in the event of a public exchange offer launched by the company. Voting is now open. Voting is now closed. The resolution has been adopted by a majority of votes.
Thirty-seventh resolution, delegation of powers granted to the Board of Directors within the limit of 10% of the company's share capital to issue shares or securities granting access to the share capital as consideration for contributions in kind granted to the company and comprising shares or securities granting access to shares. Voting is open. Voting is now closed. The resolution has been adopted by a majority of votes. Thirty-eighth resolution, aggregate ceiling or cap applicable to the financial authorizations granted to the Board of Directors. Voting is now open. Voting is now closed. The resolution has been adopted by a majority of votes. Thirty-ninth resolution, delegation of competence granted to the Board of Directors for the purpose of increasing the share capital without preemptive subscription rights for existing shareholders or selling the company's own shares for the benefit of members of a company's savings plans. Voting is open.
Voting is now closed. The resolution has been adopted by a majority of votes. Fortieth resolution, authorization granted to the Board of Directors to make free allocations of existing or newly issued shares of the company to employees and/or executive corporate officers of the company and its related companies. Full waiver by shareholders of their preemptive subscription rights thereto. Voting is now open. Voting is now closed. The resolution has been adopted by a majority of votes. Forty-first resolution, authorization granted to the Board of Directors for the purpose of reducing the share capital via the cancellation of treasury shares. Voting is now open. Voting is now closed. The resolution has been adopted by a majority of votes. Forty-second resolution, powers for formalities. Voting is now open. Voting is now closed. The resolution has been adopted by a majority of votes.
All the resolutions submitted to vote having been submitted to vote. Thank you. Thank you to our General Counsel for this essential milestone in our Annual General Meeting, not the most riveting but important. We've covered all the items on the agenda. I shall thus adjourn this meeting. Before I do this, I want to thank you for your presence and wish you a good day.