Casino, Guichard-Perrachon S.A. (EPA:CO)
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AGM 2025

Apr 30, 2025

Laurent Pietraszewski
Chairman of the Board of Directors, Casino Guichard-Perrachon

Good morning, ladies and gentlemen, and welcome to this annual general meeting to which you've been invited to attend according to a legal timeframe. As Chairman of the Board of Directors, I'm delighted to have you here. We have a few journalists in the room as well, and there is an audio and video recording that is live-streamed as well as recorded and available for catch-up viewing. A clip to tell you about the latest updates, the latest developments. Major changes at play: inflation, flash buying, new players, new brands, all happening fast. Some closing shop, others taking over a lot of square meters of service area. Our customers are changing the way they buy and consume. They buy less, but they buy more often. They want to go through a new buying experience. They want more human relationships.

They want something that is more personalized, more custom-tailored, that is simpler, faster, with more affordable prices and better quality, more local produce, more choices between online chat and in-store buying, and closer to home with more convenience retailing. Faced with all these challenges, what can be our new positioning in this new environment? What can be our new role in this new society? Which projects are we able to put forward? Renewal. What is the project we are intending to put forward? We'll discuss that this morning, but let's set up the general meeting committee. Pascal Leclerc as a scrutineer representing France Retail Holding and Ms. Claire Langelier representing FIMELAC, shareholder representing the largest number of shares, and she has accepted to act as scrutineer. Any shareholders who'd like to object or abstain, please raise your hand so I can identify you. No abstention, no objection. That's fine.

The hereby constituted general meeting committee has to appoint a secretary. Ms. Béatrice Davoury, sitting next to me, who's our Legal Director, will act as secretary. Our General Manager and our CFO are sitting next to me to tell you more about the current situation, our strategy, financial statements, as well as take your questions. We also have our statutory auditors. I ran into them earlier on. They will present you with the report. There is a note-taker and a bailiff, as well as an audio and video recording. Thanks to both of them, bailiff and note-taker. You have all signed the attendance sheet. Shareholders present in the room who have given their proxy or are voting online constitute a quorum, which means that the quorum for the annual general meeting, as well as the extraordinary annual general meeting, is constituted. We may proceed.

Information related to this annual general meeting have been put together in a document that has been made available to all shareholders in time. If that's okay with you, let's not go through the agenda. We have made public a number of elements in L'Issore, a regional newspaper, as well as the Official Gazette. I will, without further ado, give the floor to Philippe Palazzi, our Chief Executive Officer, who will tell you more about our positioning, transformation, and strategic plan. Thank you, Mr. President, Mr. Chair. Before I get into the thick of the matter, I would like to pay tribute to someone who is amongst us today, but who will retire this evening after 45 years. Yes, you heard that right. 45 years of service within the Casino Group. Mr. Gilbert Delahaye is sitting there.

I just wanted to greet him and pay tribute to him. Gilbert, who's been part of the Institutional Relations Directorate. Dear Gilbert, you joined Casino in 1979 as head of sales and marketing for the convenience retailing department. It is very fitting for me to pay tribute to you because it is going to be our positioning. You have also been the head of sustainable development for Casino between 2001 and 2010, another essential focus for us, the whole group and the executive committee. Amongst all your positions, I want to pay tribute to your commitment within the foundation acting against exclusion. You have worked hard at integrating vulnerable people. The whole group wants to, through my voice, thank you warmly for everything you have contributed during those 45 years and everything you have passed on and your experience that you have transmitted. Thank you so much again, Gilbert.

I am now going to share with you the group's positioning, transformation, and strategic plan for the Casino Group. It's been a little over a year since I took up this office as General Manager after the change in shareholders and in governance. There's been intense work from our teams, from our franchisees, from our suppliers, but also for you, shareholders. It's been an intense time period. I know your frustration, your expectations, and believe me, we are all hands on deck so that our work may bear fruition. To tell you about the Casino Group and changes in 2024, I'll tell you about the positioning, the new scope, the main characteristics in terms of positioning and a few figures, and what our assets are. I'll tell you about the deep transformations that have been implemented in 2024.

I'll tell you about the strategic plan that we've entitled Renewal 2028, which should make it possible for the group to create new momentum. Finally, I will tell you about the first achievements within the framework of that plan. For starters, I'd say that the group has transformed deeply. What is this new Casino Group? It is a group with a new scope, more consistent scope, seven brands that are both unique and very complementary. Casino, Monoprix, Vival, Spar, Naturalia, Cdiscount, and Franprix. It is a group focused on convenience. We've disposed of our hypermarkets and supermarkets that have been taken over by Auchan, Intermarché, and Carrefour. Forty million people in France live less than 10 minutes from a Casino-branded store. With Cdiscount, they're even next door since they can buy online.

One out of two convenience stores is a Casino Group store. In terms of figures, as of the end of 2024, we have 20,000 staff members in head offices, logistics platforms, and integrated stores, EUR 12.5 billion in GMV, EUR 8.5 billion in net sales, and an adjusted EBITDA of EUR 111 million. The Casino Group also represents 7,447 outlets in France and internationally, with all our overseas territories and our international stores. In Paris, we currently have 38% market share according to Circana, and that compares nicely with our competitors, and 15% market share for Naturalia. That's mostly Paris-based stores, 85% of franchise stores. That is a very significant element because we now have a strategy as a wholesale retailer as well. We have to work hard at integrating our franchisees because their successes are a success.

This new scope and this new positioning is a major asset for the Casino Group. It is a major asset because convenience retailing is a fast-growing market. 2,300 new convenience stores have been created in 10 years, so there have been changes in consumer habits. Consumers shop more often, and they shop sometimes on a daily basis. It is smaller baskets, but more frequent purchases. Convenience stores benefit from an excellent public image. 85% of French people surveyed say the word convenience has positive connotations. We are in the right place in the right moment. We can say that 2024 has been a year marked by transformation. As soon as I took up my office, I decided that we had to act strongly and fast. We took concrete decisions that were difficult, but that were necessary to save the group and to ensure its sustainability.

We came up with a project, a long-term project in three phases: restore, recover, and grow. Ever since that date in Q2 2024, we have shared in last November our strategic plan with all stakeholders. It has been then explained and developed across brands. We then decided on the strategic plan for 2025-2028. We wasted no time getting down to work. Let me now come back to those four initiatives. Transformation started with financial restructuring, with a share capital increase, and the conversion of most of our debt into equity. There has been a transfer of control of Casino Group to France Retail Holding, the consortium's controlling holding company. That includes EP Equity Investment and Marc de la Chaille, FIMELAC. We have decided to refocus the group's business on convenience retail in Latin America. We exited Exito, and we now only own 20% of GPA.

We discontinued all our hypermarkets and supermarket businesses with 427 outlets sold by the end of 2024. This refocusing is a major asset for the group because convenience retailing, once again, is the most dynamic market. Supermarkets and hypermarkets between 2019 and 2024 have really dropped. As a result, most of the money spent by our consumers will be spent in convenience stores. The discontinuation of our hypermarkets and supermarkets came with an employment-safeguarding redundancy plan. We were able to avoid over 1,000 redundancies compared with the 3,330 jobs initially planned to be terminated. I want to thank all employees who left and who worked to the very last day. I want to thank those that have stayed to join us in this new venture. Third focus, governance reorganization. We've separated the role of CEO and general manager.

The executive committee has been reshuffled, going from 15 to 12 members. They're all here sitting in the front row. I want to thank them sincerely and warmly for their commitment and their loyalty. Other governance changes occurred in Naturalia and Monoprix. I am now the Chairman of Monoprix and Naturalia, with Alfred Hawaini being the head of Monoprix and Richard Jolivier the head of Naturalia. The buying alliance has also been reshuffled. Pauline Glasieu is at its head. I have also set up steering committees so as to make this strategic work across brands. Once we've really settled into these four focuses, we will be able to kickstart that strategic plan that we've entitled Renewal 2028 together with our partners, with our staff, and all our employees.

Our ambition is quite simple, but it's a very strong one: to become number one in convenience retailing. To give the best products and services to our customers. That includes the quality of our products, the quality of our services, and also sustainable development positioning. These brands sometimes are present in the same streets and the same neighborhoods. This is not only about geographical positioning. It's about having the right products on offer at the right time whilst really showcasing our values, that are shared values. We want to be the number one destination for our customers who want to come and do their grocery shopping. We also want to be number one in food to go. It is a very profitable segment. We want to have an offering that is the fitting one for all occasions.

In 2024, we already have EUR 700 million of our volume in food to go. These products come with better margins compared with the regular food products. We also want to become the leader in the services we provide in everyday life because that's very important for the loyalty of our customers. We want to provide solutions such as lockers, click and collects. We want to become number one thanks to our collections for beauty, cosmetics, and textile. I would recommend that you go have a look either online or in stores at our latest collaboration with Garance Valet. It's a beautiful brand, beautiful collection, and affordable. We want to go on developing e-commerce. It's another form of convenience retailing because it's available on everybody's smartphone. They are a European leader. With its marketplace, its economic model is very well adjusted to our times.

I want to emphasize the strength of our brands. They meet the expectations and needs of all French people. We want to really strengthen them. We want to work on customer experience. We want to work on innovation dissemination. What drives us is our service-oriented culture. It is really the essence of our work as retailers. Each brand has a responsibility to nurture that service culture. Thirdly, what makes us stronger is our power as a group. By strengthening all support functions, we want to support performance for all our brands. We want to make our brands more competitive and more profitable. What unites us is the energy of all our people as a collective. We want to develop and organize the careers of every single one of our employees. The last pillar, but not the least, what motivates us is our social and environmental values.

I'm absolutely a firm believer that our brands have a role to play for our customers and for society. Ever since the launch of our strategic plan in November, we have known our first achievements. I'm going to give you the highlights. We started off by streamlining our store network. We wanted to secure our market share. We reduced the number of outlets by 768. We've opened 266 new stores. I won't go into the details, but you can see the breakdown by brand. The streamlining of our convenience stores went on in the first quarter at a pretty fast pace. Profitability must be our priority, and not only market share. With regards to franchise stores, because of our focusing on convenience stores, these franchise stores represent 85% of our store network. We've transferred 95 integrated stores in 2024.

We want to put profitability back at the center of the stage. We set up a group committee, the role of which is to approve and select future franchisees. Our objective is to have the right franchisee for the right brand in the right place. We've also launched an ambitious cost savings plan. We can leverage three different elements: head office cost reduction with our shared service centers for HR, payroll, accounting, IT, customer services. We have a single objective, which is to enhance the profitability of our brands. We also have started working on the reduction of our leasing costs. Thirdly, we want to invest with full control over our investment and over our CapEx. New concept by optimizing cost per square meters. At Franprix, we've reduced cost per square meters by 45% versus our pilot stores.

With regards to procurement or purchasing, since September 2024 and the striking of a retail alliance through Aura for the food and non-food, Aura Retail has been operational for 2025. This alliance gives us increased firepower and makes us stronger in our negotiations on prices. We're talking 130 major national and international suppliers compared to 70 suppliers previously. We've also had direct negotiations with SMEs and our local producers. Another priority is to redefine our product range with specific offering for our franchisees so as to optimize the logistics platforms. That's our B2B focus. We also work on B2C, which translates into a richer assortment with a priority given to made-in-France products. It is an essential point in our CSR policy. In terms of price policy, twice in the last year, we've lowered our prices for our best sellers at Casino, Spar, and Vival.

We also have value lines and private labels. We've also launched new loyalty programs with one single loyalty program for Casino, Spar, and Vival. At Monoprix, we've completely thought and overhauled the loyalty program. We also have a new private label product offer. We want to make our private label strategy clearer. We have, for each of our brands, a premium brand, an organic brand, a mid-range brand, and a value line. For example, for Franprix, Franprix will roll out Leader Price for the mid-range, Franprix Organic for the organic range, and Franprix for the premium range. We also have the value line. This value line, called Tous les Jours, every day, is very competitive on sugar, butter. The rollout should occur beginning at the second half of 2025 and should go on in the first half of 2026.

All our private label products will feature the origin of the products on the packaging. We have worked not only on new positioning and new product ranges, but also on new concepts. We want to come up with new successful concepts. There has been Oxygen at Franprix, La Ferme, Farmyard in Naturalia, La Cantine for Monoprix, and also for Casino, Spar, and Vival. Also our new Nomad grocery shop in rural areas. Let's watch a clip that will tell you more about these new concepts and brand platform. Our managers in the field are the best placed to talk about this.

Speaker 6

Today, convenience is not just buying. It is from breakfast to dinner, catering, and snacking are fast-growing markets. At Casino, Spar, and Vival, our ambition is to be included in this new consumption pattern.

We are developing Coeur de Blé, a single brand, to adapt to different types of stores. There are several approaches for all our stores. One promise: offer choice, quality, and freshness from the quality industrial range to made on spot. Full service, our strength, is modularity and know-how. We know the way. It is up to us to implement it in the field. At Franprix, we are fully committed in the Renouveau 2028 plan. In 2024, we launched our new Oxygen store concept, Three Pillars. The objective is to offer the best of convenience in cities as close as possible to our customers, offering a commercial pattern that is more efficient for our franchisees. Our mission has not changed. We want to make the daily life of our urban customers easier thanks to the services we offer in stores.

We multiplied strategic partnerships, and we are the first convenience brand regarding the number of services. Being a leader in Paris for Vinted Go, we also offer the possibility to hire a raclette machine or a driller for one day thanks to our collaboration with the Libyen En Commun startup company. Convenience is much more than shopping. It is being the right neighbor for your daily life. Catering is a strategic pillar for the Renouveau of Monoprix Group. New concept for catering, fully part of the long story and culture of Monoprix, innovative brand, a fashionable brand for city centers. Our concept is adaptable and modular. This new concept of the Cantine is part of our daily commitment for Monoprix in terms of solidarity, ethics, healthy products. We want to meet the various moments of consumption for our customers. We want to be adapted to the various seasons.

We spent months selected with Noémie Aignard products, ingredients, recipes from financier to the traditional ham and butter sandwich. We have everything to offer a very gourmand quality offer that respects an affordable product for each and everyone. Welcome for this new store concept called La Ferme, the farmyard for Naturalia, innovative concept. It is a market stalls divided into different habits of consumption. You have cheese on the counter. You have aperitifs. You have wine counters. You can discover the organic offer throughout the journey in stores. We are here to help customers choose the best product, the corresponding offer. 94% of our offer is coming from France. In 2025, we will have 30 new farmyards in Île-de-France, in the regions, and franchisees. This new concept is attracting new customers. It's more modern. It's more accessible and affordable. We highlight the price image.

The farm, the farmyard is the new concept that we now roll out in all our Naturalia stores. In June 2024, Cdiscount unveiled its new brand platform, new logo, new charter, new brand identity to strengthen our values and show our DNA. It is a popular, positive French brand committed for the French purchasing power and for a more responsible consumption. We want to defend the power of making a choice. This is the customer promise. We want to have a capacity to increase the purchasing power thanks to competitive prices. They will have access to a broader range. They will also be able to choose a French merchant. This is the major change we made over the past years, more marketplace. We can offer our customers more choices, lower prices. For that, we are supported by a media campaign in large commercial moments like Black Friday.

Now we are growing again. In 2025, we will keep going on that trajectory. Before I give the floor to Laurent and Angélique for the financial results, I want to come back to three elements. After 12 months of deep transformation from April 24 to today, we are now starting the recovery phase. There is still a lot to do, but we are on the right track. The results for 2024 and first quarter of 2025 are still or reflect the past, but our vision is clear. We want to have the best for convenience brands with key markets representing three growth relay: daily shopping, undergo, and new services. We are developing our strategic plan to do so, Renouveau 2028. We had become a small one in distribution. We want to become a giant in convenience stores.

Thanks to concrete actions over the past years, I'm very much optimistic for the new Casino brand. We have the structure. We have the adequate people to efficiently implement this strategic plan. I want to sincerely thank all our employees and partners, franchisees, and suppliers. Everything is now in place for us to reach our objectives, to develop our beautiful brands. I now give the floor to our Chairman. Thank you, Mr. CEO de Philippe

Philippe Palazzi
CEOI, Casino Group

That's true. It was very interesting what you said. We can clearly see the journey that we have made still in March, and we can really see with you the strategy for Renouveau 2028 and all the transformations you introduced for all the different business units and brands of our group. There could be questions on that topic later on, no doubt, but it allows us to start this AGM with energy, with optimism.

Contrary to what you said, I'm not going to introduce the financial results because we have an excellent Chief Financial Officer to do so. With the Chairman of the Audit Committee, Pascal Clouzard, we are very much attentive to what she can bring. Dear Angélique, you have the floor.

Speaker 10

Thank you, Mr. Chairman. Hello, everyone. I'm very happy to be with you today to introduce the annual results for 2024. Those are the Q1 2025 that were published yesterday night. First, the scope of the group. As you know, when we published the results for 2023, the financial data presented by the group are for only the scope of four continued operations. That's convenience brands, Monoprix, Naturalia, Franprix, and Casino, plus Cdiscount, and one segment collecting the residual activities of the group, real estate, and the cost and management center of Casino Guichard and Casino Service.

With the IFRS standards, some activities are also presented as discontinued operations. That's Exito. We sold our shareholdership in January 2024. GPA, we lost the control in March 2024 further to an increase in capital, and the hypermarket and supermarket operations that were transferred throughout 2023 and 2024. Before reviewing all our results, I'd like to give you some figures concerning the 2024 market for the market where we have our brands now. According to Circana data, the changes in FMCG decreased by -0.5% net sales compared to 2023. This is due to a slowing down of inflation as from May 24 and no development in volumes because they decreased by -0.9%. Annual inflation was 0.5% for FMCG when the general inflation reached 2%.

This decrease in volume by 0.9% last year can be explained by the evolutions in consumption trend with a continued decrease in average basket plus calendar and weather impacts. The trend was reversed at the beginning of this year with a recovery of volumes that we can see for 2025 Q1. Convenience recorded a growth in value plus 1.5% and in volume plus 0.8% last year. This growth has been accelerating for the first quarter 2025. Now, in terms of net sales, it reached EUR 8.5 billion last year, minus 0.2%, 6% in LFL. This is not reflecting the dynamism of our convenience brands because it is impacted by the decrease in Cdiscount being impacted by the streamlining of its sales in favor of the marketplace. For Cdiscount, throughout 2024, we had a sequential improvement every quarter. Convenience brands, Monoprix, Naturalia, Franprix, and Casino recorded an LFL of minus 6%.

As for Monoprix, the brand showed some stability. It reflects the momentum of Monop, +3.3%, and a slight slowdown at Monoprix City that were penalized by the food sector. Contrary, the non-food sector was supported by textile, +2.5%, and e-commerce sales that reached +2% thanks to the revamping of the fashion and house website already at the beginning of 2024. Naturalia, +4.7%, supported by the success of the La Ferme concept. We have an increase in sales over 10% and more stores were converted in 2024. Franprix posted a decrease of -0.5% impacted by the choice made in the summer 2024 to reduce prices in stores and in wholesales for franchisees. There was also the choice not to reproduce and not to continue commercial operations that were dilutive for Franprix.

The footfall for Franprix is increasing by 1.4% in 2024, and this trend continued in 2025. Casino brands minus 3.6% LFL. 2024 was highly impacted by disruptions in the selling of hyper and supermarkets. We had to revamp the total logistics master's plan. November and December for Casino Proximité showed a comeback to growth thanks to a strong performance of seasonal stores during the winter season. From EUR 8.5 million pre-tax, we reached an adjusted EBITDA of EUR 111 million minus EUR 209 million compared to 2023. On this slide, you have the breakdown per brand. It was due to non-recurrent products that were existing in 2024 and not continued in 2024 at Monoprix and Franprix. The inflation in operational expenses due to unfavorable volumes at Monoprix, the depreciation of debts at Franprix, and a less favorable margin mixed.

Logistics overcost due to the transfer of hyper and supermarkets for Casino, increase in marketing costs for Cdiscount as it chose to evolve its strategic plans, head office costs due to our former hypermarket and supermarket activities. Yet Naturalia protected the group's EBITDA last year with an improvement of EUR 7 million thanks to a positive volume effect and a decrease in its OPEX, that's energy cost. For the P&L of the group, we have a net result of minus EUR 295 million. Continued activities are favorably impacted EUR 2.2 billion, and discontinued activities having a negative impact minus EUR 2.5 billion. The continued activities were impacted by three elements. Other operational charges for minus EUR 8 million for Franprix, minus EUR 0.4 million, and restructuring costs for EUR 81 million.

The financial income was very positive, plus EUR 3.1 billion for reasons that I would call technical ones, EUR 3.5 billion related to the conversion of debt further to the financial restructuring. The net borrowing cost for itself had an impact of minus EUR 233 million and interest expense on lease liabilities for minus EUR 142 million. Tax expense, EUR 75 million, deferred taxes for EUR 64 million. Now, as for discontinued operations results, Exito and GPA for minus EUR 2.5 billion related to the reclassification of the income statement for equity and the transfer of hypermarket and supermarket costs at EUR 56 million to the consolidated accounts of the group. Now, the net financial debt. The financial restructuring of March reduced the gross debt by EUR 5 billion thanks to an increase in capital of EUR 1.2 billion and the cancellation of debts for EUR 3.9 billion.

Since that date, the financial debt was reduced by EUR 390 million. On that slide, we are introducing the evolution of our debt structure for 2024. Since the restructuring, you can see that the RCF has been fully paid back already in Q2 thanks to the transfer session products. The nominal amount of Quatrim secured shares was reduced to EUR 300 million end of 2024 thanks to its CAO transaction. I would add that this group continued the payback in the beginning of the year this year. The debt is EUR 221 million now. The other debt decreased by EUR 171 million second half year, EUR 464 million to EUR 293 million thanks to the transfer to Intermarché of a residual participation in 64 stores signed in 2023. In 2023, September, the group transferred 49% of its participation in 65 stores. It got an installment payment on that sale.

In 2024, it was recognized in the results when the 51 remaining % were transferred. As I was saying, our net debt went from EUR 6.2 million to EUR 1.2 million. If we put aside the effects of the financial restructuring, you can see the evolution of our debt over nine months as from the 1st of April till the 31st of December 2024, and the reduction of by EUR 390 million supported by the active transfer and the sale of hyper and supermarkets, plus the real estate transfer and the transfer of Green Yellow at the beginning of this year. Now, 31st of December, scheduling of our debt payment. Most of our debt, apart from RCF, has a maturity date of March 2027. If the extension option is used, this is submitted to the respecting of our convenient test that of 31st of December 2025.

Quatrim maturity date is January 27 with a one-year extension option. As of today, the average maturity date is rather short, leading and making the group work on its refinancing as early as possible to improve its flexibility, but also its cost. Now, information about financial covenants. Since the restructuring, we have a series of new commercial commitments that we have to respect. The new agreements include a minimum liquidity level, EUR 100 million on the last day of each month, but also at the end of the three months further to the communication of this liquidity, a net leverage ratio end of each quarter that must respect a specific level. As for our liquidity positioning, end of 2024, it was EUR 1.5 billion. It was made up of amounts that were available immediately, EUR 500 million for available cash at Casino Finance.

This is our cash pooling company at group level, EUR 711 million of credit facility, the RCF financing that has not been drawn as from March 2024, and EUR 308 million of other undrawn financing possibilities due to overdraft and credit facilities for Monoprix plus bilateral credit lines. Now, the net leverage ratio was at 11.73 on 31st December 2024. 31st March, it is 14.63. We communicated it yesterday. It is not considering the future savings for the next 18 months on the calculation date of this covenant further to a flexibility that is mentioned in our bank documentation. The EBITDA forecast for the next two quarters should allow us to respect the next test for the 31st of September. Now, financial data for Q1 2025 published yesterday. Net sales EUR 2 billion, minus 0.2% LFL. Monoprix, Naturalia, Franprix, Casino show a decrease by 0.7% compared to previous quarter reporting 0.2%.

Total variations, these convenience brands show a decrease by 4.8%. This is due to streamlining of the store and a calendar effect representing 1.3% in such a decrease. Cdiscount, minus 4.6% LFL, is still being impacted by its evolution strategy towards a marketplace. The GMV of the group, first quarter 2029, EUR 2.9 billion, minus 3.6%, including again this calendar effect. Adjusted EBITDA reaches EUR 100 million first quarter, minus EUR 6 million compared to Q1 2024 because of this synergies impact. The EBITDA of Q1 2024 had not been impacted yet by these synergies as they were recognized in the group's EBITDA when published in the first quarter 2024. By excluding this effect, EBITDA would be improving by EUR 6 million on this first quarter 2025 LFL for first quarter 2024. For adjusted EBITDA after payment of leases, it reaches minus EUR 16 million and evolution of EUR 6 million for Q1 2024.

Free cash flow is representing minus EUR 81 million first quarter 2025, an improvement by EUR 246 million, even if we have to remind that this improvement considers EUR 153 million of payments that were made in the first quarter 2024, debts that were under a moratorium during the financial restructuring. If we exclude this amount, the free cash flow is plus EUR 93 million. Thank you for your attention.

Philippe Palazzi
CEOI, Casino Group

Thank you very much, Angélique, for this presentation. It was very important that you could make this picture of all our results and indebtedness level that you were able to comment upon the key figures for the first quarter. Maybe there are big questions and discussion later on about that very key part of our AGM. Not with us on stage, but will join us.

We have now Christophe Piennoel, Director of Communication, CSR, and Public Relations, is going to talk about the group's approach regarding our CSR approach. Last year, we mentioned the importance of this policy at group level in order to sustain our work. I wanted to thank you, my dear Philippe, for considering the expectations of the board of directors in that sector.

Christophe Piednoël
Director of Communication, Casino Group

Thank you, Mr. Chairman. Ladies and gentlemen, dear shareholders, I am going to report on the actions and the results of our CSR policy for 2024. In 2024, yes. In 2024, our group respected some of our commitments in terms of responsible trade. We signed the United Nations Global Compact and the Women's Empowerment Principles. We are holding the AFNOR Diversity and Workplace Equality labels, and our ESG performance allowed us to gain 69 out of 100 for the Moody's assessment.

Our group is still strongly committed in animal well-being. We've been one of the forerunners in this commitment. We are still actively participating in the AEBEA. It is an animal welfare label association. In 2023, the group continued active policies in favor of diversity. We are now the first group that obtained the professional diversity label. We have nearly 6% of disabled employees, and we started a training program for invisible disabilities. I want to mention Cdiscount as it received from the Financial Times the title of diversity leader for the sixth consecutive year. As for professional equality, the group has nearly 47% of executive women, increasing compared to 2023, and we are aiming to reach gender equality by 2030. The number of women senior managers is nearing 42%, and the board of directors is fully in this project. We are also supporting the Houses for Women.

We start collecting money to combat violence against women. Last week, we opened our new foundation. It has been created on the basis of the two other foundations. We are mobilizing all the group's employees, and the topic is development of people, and this foundation is being chaired by Philippe Palazzi. Beyond this foundation, our actions generated 8,630 tons of food donations, or 16 million meals. We collected EUR 2.3 million in donations that were given back to associations. CSR approaches, of course, can be seen through all our products. First, with responsible products, this offer is increasing. Our objective is 20% of such an offer by 2030. More than 4,000 private label products are showing the NutriScore label. As for animal well-being, we have always been a leader. One example, 100% of the Casino brand, Franprix brand chicken will be labeled with this well-being for animals.

We are signing the National Pact on Plastic. 100% of packaging should be recyclable and reusable by 2025. Reduced or canceled plastic packaging on more than 1,600 of our products over the past five years. Fighting against climate change is at the core of the group's actions. In 2024, reduced by 9% our direct emissions and 8% our indirect emissions. In order to reduce our emissions linked to transport, we have certified all our stores and warehouses. Franprix is included in the FRET21 of ADEME that is aiming at the reduction of the transport impact. In terms of energy, the group made a strong choice. We decided to buy 30% of our energy mix as renewable energy right from this year, and our objective is to reach 50% by 2030.

To fight against food wastage, 7 million baskets were saved as from 2018, thanks to our partnership with Too Good To Go. In a few words, this is the result for 2024. Our societal environmental commitments are fully part of the group strategies. It's one of the five pillars presented by Philippe. Each day, we refine our strategies and actions as we want to consider the customers' expectations, want to preserve the social connections, and preserve our environment. Thank you.

Philippe Palazzi
CEOI, Casino Group

Thank you, Christophe.

Speaker 10

Thank you, Christophe. Yes, he deserves a round of applause. It was very clear. Estelle Chiou clapped first, and she's right to do that because as HR Manager, she actually promotes a number of these values, and many thanks to her and her team. Thank you, Christophe.

Laurent Pietraszewski
Chairman of the Board of Directors, Casino Guichard-Perrachon

We shall come back a bit later on to these questions when we hear about the certification of our sustainability report and hear it from the voices of those that have audited us that reflect the commitment of Christophe and his team. Let's talk about governance now. It is my job to share that with you, the report of your Board of Directors on governance, which is in Chapter 5 of the Universal Registration Document for 2024, with the composition of the Board of Directors, the preparation and implementation of the work of the Board of Directors, and the remuneration of corporate officers. The Board of Directors was almost completely overhauled in March 2024 to reflect the new shareholders' pact. As of the 11th of June 2024, the governance had been finalized. You see all the directors there, one representing employees, Ms.

Kanna, that I see in the front row with your colleagues of the board of directors. You've been in the board of directors since March 2024, but you've been in the group for much longer than that. We have two non-voting directors that have been on the board of directors since February 2025. This board of directors has a significant percentage of independent directors with regards to gender equality. We're almost there because we have four female directors. We've applied the principles of the AFEP-MEDEF code for the composition. Quick word about the separation of the roles of Chairman and Chief Executive Officer, which makes for a better distribution of power and responsibilities, makes for a more efficient decision-making process, more transparent decision-making process, which, against the backdrop of a complex restructuring, was essential.

We have the needed expertise in our fold with Philippe Palazzi and the whole executive committee to work on the strategic priorities and to benefit the company and all shareholders. Our two non-voting directors bring their contribution, their experience, and their real expertise, which is important for us in terms of finance and management. There has been an assessment of the work of the board of directors, which is why we are going to ask you to renew the terms of Mr. Palazzi and Ms. Arnesis, whose terms come to an end at this annual general meeting. Let's move to the next slide. Slide 50, tell you more about the work of the different committees. They are strongly committed to the restructuring, reorganization of the Casino Group, pursuant to the relaunch plan that was and a strategic plan that was shared in November. There have been regular meetings.

You'll find the details of the work of the different committees in the Universal Registration Document. Members of the Board of Directors have been on deck to prepare for the work of the board, which you can see the reflection of in the indicators that you see displayed here. There have also been governance and CSR committee meetings and strategic committee meetings that have made the work of the whole board committees and the Board of Directors a lot easier and possible. The Audit Committee includes two-thirds of independent directors. Its chairman is Pascal Clouzard. They've worked on accounts, cash flow, debt budgets, and risk management. The Appointments and Compensation Committee also includes two-thirds of independent directors, including its chairperson, Elisabeth Sandanger, that I can see sitting in the front row in front of Mr. Clouzard. They've looked at the compensation policies and succession policies.

We'll tell you more about compensation policies in a moment. The Governance and CSR Committee is exclusively made up of independent directors. They've looked at the enforcement of government rules, the ethics and CSR policies, as well as the Board of Directors' procedures, management of conflicts of interest, and training provided by the board. Ms. Andrieu asked to be excused, but her commitment doesn't need to be proven anymore. The Strategic Committee is made up of five members and chaired by Philippe Palazzi, our General Manager. I would like to emphasize the work on the medium and long-term strategy, and also on our values and our Renewal 2028 plan. The way responsibilities are distributed across committees has been deemed adequate and sufficient by the auditors. It's been decided that the director representing employees would join the Appointments and Compensation Committee pursuant to the AFEP-MEDEF code.

Within the framework of that governance, we are fully committed by your side, dear Philippe, and with Philippe's team, so as to make the renewal 2028 plan a success for the benefit of the company and all partners of the group and shareholders. I wanted to reassert our trust in you and all your teams. Angélique reminded us of the difficult context and environment in which we have to operate. I want to thank all the teams of the different operational units. I think Ms. Sandanger, Chair of the Appointments and Compensation Committee, the floor is yours so that you can tell us about the compensation of the Chairman as well as corporate officers. Ladies and gentlemen, it is my responsibility here to tell you about compensation, including compensation of corporate officers.

It has been presented in detail in Chapter 5 of the Universal Registration Document and also in the brochure that you were sent together with the invitation to attend. For 2024, the compensation for the Chairman of the Board of Directors includes fixed compensation up to EUR 150,000, which excludes any other form of compensation pursuant to the AFEP-MEDEF code. Compensation of the CEO for 2024. In 2024, it is made up of fixed compensation of EUR 128,571 on a pro rata basis, as well as an annual variable compensation adding up to EUR 618,750 based on operational objectives, individual objectives, and CSR objectives. The Board of Directors that met on February 27th noted that all of the objectives had been achieved, which is why you see a 100% achievement rate. The details of the appraisal by the Board of Directors are available to you in the Universal Registration Document.

There are also benefits in kind as well as housing. With regards to the long-term compensation, which has been approved as of June 11, that could not be applied because the conditions needed were not actually there. There are benefits in kind and so in the form of company accommodation, as I said before, but also exceptional compensation in the form of EUR 183,152 company shares. The availability of shares, so as the delay in the availability of shares that may be acquired under the new LTI plan for 2025 compared with the unallocated plan. There are performance conditions according to which these EUR 183,000 company shares could be made available, subject to your approval. For 2025, in terms of compensation of the Chairman of the Board of Directors, fixed compensation that is put to your vote is EUR 200,000 without any other form of compensation.

For 2025, for the CEO, no changes. There is fixed compensation up to EUR 825,000 unchanged, plus annual variable compensation, which is capped at 121% of the fixed compensation, subject to the achievement of targets. Three quantitative financial objectives based on adjusted EBITDA, operating free cash flow, and net sales. EBITDA and free cash flow after lease payments and before disposal plans are aligned on the budget objectives for 2025. What is more, there are objectives linked to individual performance, linked to identifying and securing and retaining group's key functions. Finally, three quantitative CSR extra-financial objectives: percentage of women managers in 2025, CO2 emitted by the group in France, and a third objective linked to power consumption per square meters in France. These target objectives are also aligned on the trajectory of the group.

This will be assessed and noted by the board of directors upon the initiative of upon the proposal of the Appointments and Remuneration Committee. The CEO is not remunerated for his role as a director. With regards to long-term incentives, it takes the form of an allocation of performance shares based on performance objectives, performance criteria. A maximum of EUR 1,325,000 performance shares will be made available, subject to performance conditions. The performance objectives can be broken down as follows: 70% based on operating cash flow and CapEx targets, and 30% based on performance targets in line with the objectives of the renewal 2028 plan, GMV, market share, and number of stores opened under new concepts. Still, as part of LTI, there is a compensation for non-competition clause, as well as for retirement compensation. There are also supplementary pension benefits scheme.

With regards to the compensation of non-executive corporate officers for 2025, what is proposed to you is to renew the same rules that we applied for 2025. That is a compensation of EUR 30,000 for directors with a fixed component of EUR 8,500, and the remuneration of directors is thus unchanged. EUR 650,000 is the overall annual budget that is unchanged. I thank you for your attention. Perfect. Thank you very much. It could seem a bit dry, but it's actually absolutely essential in terms of performance. Many thanks to you, Elisabeth. I would now ask Béatrice Davourie, who is our General Counsel, to present us with the resolutions that will be put up for a vote.

Béatrice Davourie
General Counsel, Casino Group

Thank you, Mr. Chair. Good morning, ladies and gentlemen, shareholders.

As part of the ordinary and extraordinary general meeting, the first and second resolutions pertain to the approval of the 2024 parent company and consolidated financial statements that have just been shared with you. The third resolution has to do with the allocation of profit for an amount of EUR 2,231,303,675.39 and retained earnings. It will then be proposed to you under the fourth and fifth resolution to approve the re-election of two directors, that is, Philippe Palazzi and Ms. Athina Onassis. Under the sixth resolution, we ask you for your approval of the information referred to in Article L22-10-9(1) of the French Commercial Code relating to the compensation of corporate officers paid in or granted for 2024.

Under the seventh resolution, we ask for your approval of the total compensation and benefits of any kind paid to Laurent Pietraszewski in 2024 or granted to him in respect of that year in his capacity as Chairman of the Board of Directors as of the 27th of March 2024. Under the eighth resolution, we ask for you to approve an amendment to the compensation policy for Philippe Palazzi, CEO, as of 27th of March in consideration of his term. The ninth resolution has to do with the approval of the total compensation and benefits of any kind paid to Philippe Palazzi in 2024 or granted to him in respect of that year in his capacity as CEO as of 27th of March 2024.

Under the tenth resolution, we ask for your approval of the compensation policy for the Chairman of the Board of Directors in respect of financial year 2025 in consideration of his position. The eleventh and twelfth resolution pertain, on the one hand, to the approval of the compensation policy for the CEO in respect of financial year 2025 in consideration of his position, and on the other hand, to the approval of the compensation policy for directors in respect of financial year 2025. The thirteenth resolution pertains to the authorization for the company to buy back its own shares within the limit of 10% of share capital at a maximum purchase price of EUR 8 per share. In case of a public tender offer or takeover bid, there could be no securities except to meet securities delivery commitments.

There would be no buying back of shares except in connection with free share plans. Under the fourteenth and fifteenth resolution, we ask for your approval of the amendment to Article 18 of the Articles of Association relating to the deliberations of the Board of Directors, as well as amendment to Articles 25, 27, 28, and 29 of the Articles of Association, so as to comply with amended laws and make corrections. The sixteenth and last resolution is a resolution that is a usual resolution with regards to powers for formalities.

Laurent Pietraszewski
Chairman of the Board of Directors, Casino Guichard-Perrachon

Thank you very much, Ms. General Counsel, for the presentation of these resolutions. We will come back to them to put them up for a vote towards the end of the annual general meeting. We shall now give the floor to our statutory auditors who will, in succession, present their report.

I will first ask Stéphane Rimbouff from the Deloitte Consultancy to take the floor. Over to you, Mr. Rimbouff.

Thank you, Mr. Chairman. Ladies and gentlemen, shareholders, on behalf of the statutory auditors, I will report on our work and share with you the reports that we've come up with for 2024. 2024 has been an extremely intense year, as your CEO reminded us all of, with the financial restructuring that has considerably reduced the debt and the disposal of hypermarkets and supermarkets, the disposal of Exito in Colombia, and also with the development and implementation of the renewal 2028 plan that sets high ambitions for the group. All of these operations have really mobilized the teams of the financial management to make sure that it would be fully integrated in financial statements. Let me remind you that our work occurs on a permanent basis.

We look at risks that may have an impact on the quality of data that are both financial and of an accounting nature. We look at the control environment and, in particular, the key operational controls. To that end, we really observed the constant effort made by all management, all senior management, to help with the efficiency. Thanks to all the data collected, we can have pretty wide coverage throughout our work. We give feedback to your senior management and the audit committee so as to share our analysis and points of attention. The reports have been made available to you since March 24 in the report and the registration document that has been shared with the AMF, the Financial Markets Authorities. Let me sum them up. In pages 140 to 143, there is the report on the financial statements, unqualified opinion on the financial statements, no reservations.

We looked at assets and liabilities. We looked at annual impairment, and we analyzed the consistency of the cash flow with regards to the midterm plans to make sure that there was a good fit with the strategic plan. We also had our assessment experts look at this. We looked at the RCF and the term loan. Total amount is EUR 2,171,000,000 applicable as of 30th of September 2025 after a covenant holiday period of an 18-month length after financial restructuring. As part of our audit, we looked at the control system and cash flow provisions, calculation of financial ratios, and compliance with financial covenants. We looked at the modalities of the aggregates that were used to calculate these ratios, and we looked at the calculations of financial ratio as well as cash flow provision for the forthcoming 12 months.

We also looked at compensation and benefits for corporate officers that you can find in the report of the Board of Directors on governance. We've also been able to attest to the accuracy of this information, and we made sure also that the format, which is an electronic European format for reporting, has been complied with. Let's move on now to the report on consolidated financial statements that you'll find on pages 49 to 53 of the registration document. We've identified four key points in the audit. First has to do with goodwill impairment tests representing EUR 1,602,000,000. There is an annual impairment test. Our work has had to do with free cash flows, looking at the understanding of the strategic priorities, but also the context for the different brands. Also, discount rates and growth rates with our specialists. We also looked at sensitivity scenarios together with financial management.

The second key point of the audit had to do with financial ratios under bank covenants for the RCF and the term loan. We've actually conducted the same study as what I've detailed before. We've measured assets and liabilities of discontinued hypermarket and supermarket operations, which is the biggest chunk of assets and liabilities that you'll find in the France retail category, EUR 12 million and EUR 264 million respectively. We've also valued receivables in respect of supplier rebates. We've looked also at the judgments made by management with regards to the different allocation. The net amounts that will still need to be cashed out with regards to the restructuring plans, contract being terminated, and commitments made as part of the discontinued activities. We deemed the information to be accurate, including in the appendices. There were also the advantages granted to suppliers.

We worked on reconciliation of commercial terms with the contract signed with suppliers. Finally, reconciling GMVs in 2024 confirmed by suppliers with data that we find in the purchasing systems in the group. We have no observations to make on the accuracy and truthfulness of the information that we were able to review. It matches consolidated financial statements. These consolidated financial statements also comply with the SF electronic format. Now, moving to the regulated agreements that you'll find on page 174, 175, there are no new agreements that have been authorized in the financial year. It mentions three agreements that have already been approved by the general meeting that will be renewed: the shareholders' agreement signed between Casino Guichard-Perrachon and GPA, and the pre-agreement relating to the sale of the Casino Group's interest in Exito.

These two agreements have ceased to have any effect following the announced sale in January 2024. Finally, the agreement relating to the acquisition by Casino Guichard-Perrachon of Cinnova Shares and the pledge agreement that was executed on November 30, 2023, with payments of 80% of the price. The remaining balance of the acquisition price was paid on the 27th of March 2024, thus ending the pledge agreement. That's all from me. Over to you, Mr. Chair.

Speaker 11

Et c'est au compte.

Philippe Palazzi
CEOI, Casino Group

Thank you, Mr. Statutory Auditor. It is very clear. Now we have on stage Mr. Rémy Dunant from KPMG for the statutory auditor's report regarding sustainability information in compliance with our CSR commitment and mentioned by Philippe Pelletier, commitment made in front of you last year. I wanted this report to be made. I wanted to have a report on our sustainability work.

Please welcome KPMG on stage.

Remi Dunand
Senior Manager, KPMG

Ladies and gentlemen, the shareholders, I will now introduce the summary of our certification report for information regarding sustainability that is mentioned in Chapter 3.3 on the group's management report. This report has three distinct parts, each corresponding to one aspect of our assignment as planned by the commercial legislation and by the guidelines of the audit authority. Section 1, compliance with ESRS is the information standards in terms of sustainability of the process implemented by the company to determine the information reported and compliance with the requirements to consult the works council as provided for in the French Labor Code. With the checks we made, we have not seen any mistakes, omissions, or important inconsistency regarding the compliance of the process implemented by the company with ESRS.

As for the consultation of the works council, we can tell you that on the date of this report, it has not taken place yet. Without questioning the conclusions expressed formally, we want to draw your attention to information mentioned in the paragraph note of first implementation for the sustainability. It highlights how the process was implemented by the company for the first year of implementation of CSRD to determine information to be reported and the absence of established practices to deepen the analysis of the impact and opportunities, the value chain. All the elements that we focused on were on identifying the stakeholders, the impacts of risks and opportunities, as well as the assessment of the impact's materiality and financial materiality. As for Section 2, compliance of sustainable information included in the group's management report with the requirements of Article L233-28-4 of the French Commercial Code, including the ESRS.

We have not spotted any mistakes regarding the compliance of this information included in the group's management report without questioning the former conclusion. We'd like to draw your attention on the information mentioned in the report of the group's management underlying that the company has not published some qualitative or quantitative information given the specific context of a restructuring and operational restructuring of the group in 2024, the non-availability of some information pertaining to the value chain, and the fact that they retain scope for indicators is not including the discontinued activities or activities for which the group has lost control. In 2024, the elements that were specifically studied were the information supplied on behalf of climate change, plus published information for the assessment of greenhouse gases emissions. Finally, Section 3 was on the compliance with the reporting requirements set out in Article 8 of Regulation EU for taxonomy.

Based on our verifications, we have not seen any mistakes, omissions, or important inconsistency regarding the respect of taxonomy. Ladies and gentlemen, the shareholders, I thank you for your attention.

Philippe Palazzi
CEOI, Casino Group

Thank you, Mr. Rémy Dunant, for this summary of your work. Again, it's an opportunity to thank Christophe Piennoel, who's monitoring this aspect in our group. There has been a debate in the group, in the press sometimes, regarding the various constraints that Europe is imposing on us regarding sustainability. Casino is meeting its responsibility, and we can present such a very good report. Thank you very much for your conclusions and the work carried out by our people with Christophe. Now, we are available to you, the shareholders, to answer your questions and give you the additional information that you would like. It's very simple. It's easy to do it now.

Please raise your hand to the steward and stewardess in the room, and please use the microphones so that we can all hear your questions or comments. Take note of these, I mean, the people who are recording the AGM. The floor is yours. We do have a question. Back of the room.

Speaker 7

Morning, Mr. Chairman of the Board of Directors. Good morning, Mr. CEO. I have five questions, four pertaining to financial aspects and one financial aspect. As for the financial questions, for the real estate part, you have EUR 221 million of CATRIM debt. How many real estate assets can you monetize? First question. Second question, GPA in Brazil. You still have a 20% share, EUR 70 million. What do you intend to do? Why are you still keeping this shareholdership in Brazil? Third question, Relevance. You sold it to Intermarché not long ago.

What was the monetization of Relevance? Fourth financial question, level of debt. You decreased this level of debt. You have a CapEx plan of EUR 1.2 billion over a period of three years. How do you plan to finance this investment plan? The last question, an operational question. I know that the CEO before worked for Metro. I'd like to know if there are opportunities for synergies in Metro in Germany. That is four times as big, and that could benefit the group Casino in France.

Laurent Pietraszewski
Chairman of the Board of Directors, Casino Guichard-Perrachon

We can start with your last question and give the floor to Philippe Palazzi, and then Angélique Cristofari will come back to your financial questions. She'll decide what will be the order of her answers. Philippe, regarding possible synergies with Metro or other types of synergies, but the question was on possible synergies with Metro.

Philippe Palazzi
CEOI, Casino Group

Thank you, Mr. Chairman.

Thank you, sir, for your questions. Now, as for the synergies with the group Metro, we do have synergies for purchase with Intermarché. We are affiliated with Aura Retail. It means that we are more powerful when negotiating with large companies. I know the Metro Group very well. I spent more than 25 years working for this group. It is representing nearly EUR 30 billion in net sales. We are not disregarding any synergy possibilities with individual partners. Nothing has been planned or written down now with Metro, but we are very much attentive to possible opportunities.

Speaker 8

Thank you very much for this information. Madam CFO, four questions about the debt level. Two questions about the debt level and related to our CapEx and questions on our participation in Brazil. You have the floor.

Philippe Palazzi
CEOI, Casino Group

Thank you. Thank you, sir, for your questions.

As for real estate, as of today, after the communications we made about the lowering of our debt level in April for the benefit of Quatrim, we have less than EUR 500 million in real estate value based on the assessment made every year, whether it is in the Quatrim scope or outside. As for GPA, since we decided to discontinue or sell part of GPA, now our assets are available for sale, 22.5%. We'll still have to make a decision when the market is offering satisfactory conditions for us. There is no urgency. The market will decide upon our selling of these shares. As for Relevance, we do not communicate any results connected to this sale. As for the CapEx plan, the key question for you, apparently, it'll be financed today by our liquidities and cash flow.

In the guidance, we communicated the improvement plan for our cash flow throughout or till 2028. There is a series of elements and some residual situations regarding our store fleet. Thank you very much for these answers. Other questions or comments? Thank you, sir, for being the first. It's never easy to answer the first questions, and you started with very concrete questions. Thank you. Who is going to be next for questions or one question? It can be questions connected to our Renouveau 2028 plan. We spent quite some time on this plan and on the new concepts for the new brands, for the brands. Speech is free, so please. You have been with this company for a year. Can you assess the stock price? It lost 90%. What's, according to you, the evolution of this stock price with the plan you developed for 2028?

I'd like to come back to governance. You announced EUR 665,000 of attendance fees for 10 members of the board of the directors. That's EUR 65,000 per person. Have you updated the average with the compensation of the group's employees? Can you see a divergence between Spar and Vival? Each one has its own brand. So any opportunity of merging the two? I do hope that 2028 or the plan for 2028 will be a good start because for the first quarters, we can't see it. With the EUR 100 million covenants, do you plan to be at a ratio of 8 debt on equity? I mean, by 31st of September. Thank you. You closely monitored all that. There are several questions, in fact. That's very nice. This is the object of our discussion, really.

We can say a word about the, can talk about the compensation of the officials. There's also a question about the stock price. Everything depends on the number of shareholders that we all have. A stock price as it is today is not satisfactory, of course. We will be able to give you information connected to the financial analysis we can make and the performance, I mean, what we can say about the confidence and the 2025 EBITDA. Morning, sir. As for the explanations or analysis regarding the evolution in the share price, the group is just out of a restructuring phase, and its shareholdership now, beyond the control shareholders, is made of debts and hedge funds, former debtors who have become shareholders. In our shareholdership, we do not have traditional investors.

We have funds that do act in an opportunistic way depending on their profitability level at specific dates, and there are short-term investors, really. Now, they can be opportunistic shareholders. Volumes are always reduced in terms of exchange. It is seldom over 0.25% of share capital per day. It is very, very limited. To see so little floating being exchanged, it has an impact, of course, on the share price. We reactivated a liquidity contract with BNP Paribas very recently and with the resources in the order book. Everything is connected to the capital structure and to our shareholdership to date with no traditional investors. In November, when the plan, the Renouveau 2028 plan, was communicated, there was an increase in such a trend.

Our analysis of the situation is that maybe the market is a bit shy regarding our capacity to execute the plan given the current financial situation. It is very costly on the group's cash flow. Beyond Casino, the market, our sector, has been suffering from an unfavorable reading from the markets in France, at least as it is our activity scope. Volumes, as I said already, are not back. Consumption is still a little bit dull. I do not want to talk about the economic situation of France here, but our sector is showing an overcapacity. The challenge for our business sector and all the questions surely have an impact on the Casino share price. Now, as for its evolution, I cannot make any comment upon it, really. I will not answer that question. I have to use a microphone.

I'm sorry because that's for the quality of our recording. Please let the CFO finish her presentation. Now, as for the covenants to meet the test of September, we still have some test. April is favorable with the delaying for the Easter holidays, but two quarters that are strong in activity given the seasonality of our business sector. I explained it in my presentation. Our financial documentation can improve the EBITDA. There will be the accounting EBITDA that will be communicated, and it can add between 15% and 30% of its value if we can show that what we add to EBITDA will mean savings to be made in the 18 months post-publication. Savings for 2026 till Q1 2027.

Speaker 8

The other question that was more for Philippe regarding Spar, Vival, and possible merger. Any interest for a merger here between Spar and Vival?

Philippe Palazzi
CEOI, Casino Group

This is how I understood your question, sir. Thank you for all your questions. Now, for Casino France, we have Spar, Vival, and Casino. When we look at Casino, we have several brands: Le Petit Casino, Casino Shop, Casino Toupret. These brands will be grouped under a single brand, Casino. We have already started doing so recently. We opened a store bearing the Casino brand in Lyon, close to the station. Spar and Vival have two different positioning that we want to keep. Much beyond the restructuring plan, these brands are known and recognized by the consumers. These are really affinity brands, and our franchises are very much attached to these brands. We are currently working on a new Spar concept.

Speaker 10

There'll be we'll have a pilot store next June, and Spar, as a brand, is positioned on resort locations by the sea or in the mountains, and we really want to keep these, differentiating them in between what can be seen in the sea and in the mountains. We'll know more in June. Now, in the discussion regarding financial aspects, if you want to add some information, no, is it okay? I can answer that question regarding the compensation of the officials. I can tell you that there's a maximum envelope, EUR 650,000. It is not fully used. You have comparison elements. These have been made available in the documents. I think it is around page 379.

As for the breakdown of compensations, what Elisabeth presented earlier on, these are the compensation elements that have been approved or were approved during the previous AGM. Do you want to add something? Thank you for all these explanations. They're very relevant.

Speaker 8

Thank you, sir, for making the difference between Spar and Vival, sea, and the mountains for Spar. As for the shares, given the midterm plan, are you planning for grouping the shares so as to give better visibility to Casino Group? Can you confirm that the action is sold short on the market? No, no. No operations to group shares to date, and not many operations. You're saying that there's an overcapacity in our business sector. It means that the French people buy less, eat less. How can you analyze this?

Philippe Palazzi
CEOI, Casino Group

Thank you. It is in terms of offer, really.

Demography is still very weak in France, and the offer is increasing more rapidly than the population. That's the only point I made in my comment. If I may add something about consumption, consumption of the French people is switching from traditional hyper-supermarkets located away from city centers. EUR 8 billion have been moved towards convenience stores. That's for bakeries and so on, okay? People are coming back to city centers, and the new generations are buying at the last moment, I would say, and they tend to use home delivery with deliveries and similar. There is a change in paradigm here. That's why Casino Group, and for the Renouveau 2028 scheme, is reinventing it. We want to focus on ready-to-go catering per brands in order to meet all these needs.

It is a new basic trend in consumption in France, and it has already been seen in other countries, in the U.S. or in other European or Asian countries, more specifically. Thank you.

Speaker 10

We have another question. Please. Please, sir.

Speaker 9

Good morning, individual shareholder. I'd like to come back on the business model. You explained it last year, and today you said that the objective is to become the leader in convenience stores with the different brands and locations by the sea, in the countryside, the city, in the mountains. You also have Cdiscount. Even if it is convenience, because it is in our mobile phone, it is another business model than food stores. Monoprix, the Monoprix city stores, sometimes food is not daily, but you find decoration, house equipment, textile, and fashion in these stores. It is another type of competition.

Don't you think you're going to lose your soul if you are to maintain these three models? Will you be successful in betting on convenience while progressing on the two other sectors that we can see in the Casino Group? Sir, Mr. CEO, the group being multi-channel, can we be the champion of convenience and be multi-channel at the same time? If I understood the question well.

Philippe Palazzi
CEOI, Casino Group

Thank you, sir. Thank you for your question. I don't want to use the word leader, but I just want to say that the best to be the leader often means to be the first, but I'd rather be the first and the best. That is to bring not just a size approach, but a service approach. We're talking about convenience, proximity.

In terms of location, we have to be at the right location, at the right time, covering the needs with opening hours that are often seven days a week for all our stores. Convenience and proximity, that's also in terms of relationship between our employees in stores, our franchisees, with their clients, customers, and final consumers. Monoprix is fully part and parcel of the convenience approach. It is really on par with Franprix, Naturalia, Spar, Vival, and Casino. For Monoprix City, you mentioned, you really know the group well, a part is allocated to decoration and fashion, but it is still convenience. The various definitions of hyper-supermarkets and convenience stores are essentially due to size. Hypermarkets were defined according to their square meters, supermarkets having fewer square meters, and as for convenience store being around 400 square meters.

This conversation around size is no longer relevant given the current type of consumption. It is connected to what we bring to the consumers and the concept we want to offer. Monoprix City is fully part and parcel of that. We are more and more also developing the Monoprix City part with decoration, house decoration, and fashion. When we look at the market today, we can see a lot of our competitors closing down in the textile industry as competition is coming from China. We do have a trump card to play here. One example, a company of shirts for men is filing for bankruptcy, and we have just started not long ago competitive shirts. We are one solution in a city center for convenience stores, whether it is for food, for beauty, textile, fashion, and decoration.

As for Cdiscount, that was the other part of your question. Indeed, in terms of geographical proximity, it is the closest to us. It is in our phone. It is very much complementary to all our activities. It is in addition to our offer, the group's offer. To see what we can see at the global level now, we are the only French marketplace that can compete with the American ones, and we have a real role to play. Given the recovery in summer 2024 regarding the positioning of the brand that is bearing fruit, as we saw in the last quarter, that is to say for Christmas period and for the Black Friday period, we could see the result of the marketplace in terms of sales being very positive for the first quarter. All this is really complementary.

We can really develop all these models side by side. To do this, I'm supported by all our brand managers. One final information about convenience. What the customer can see should be differentiated per brand. We are the only group to have on the same street a Monoprix store, a Franprix, or a Naturalia store. This is really unique, and this is something we should continue developing. What is to be seen by the consumer is to be continued, and what cannot be seen by the consumer is to be improved in order to improve our positioning and profitability in Fine.

Speaker 10

Thank you very much regarding this commercial strategy. It echoed really the growth relays that we were presented earlier on. Other questions? Yes, sir. You have the floor.

Speaker 11

Pour notre hôtesse.

Laurent Pietraszewski
Chairman of the Board of Directors, Casino Guichard-Perrachon

Wait for the microphone, please. Please, sir. Yes. Thank you, Mr. Chairman.

My question is of an operational nature, and it's for the CEO. Mr. Palazzi, you recently said in recent interviews, and you just said it again, that more than 90% of the network of stores now is in the hands of franchisees. It is on the shoulders of these entrepreneurs that the vitality of the group lies. Having said that, they say that they are worried. When 95% of the business is conducted by independent entrepreneurs that talk about their worries and their malaise, is it not a cause for concern? Franchisees often talk of being looked down upon or seeing some contempt. My question is as follows: Do you really believe that the Casino Group, bearing in mind its vulnerability, can survive any secession on the part of franchisees because of their disgruntlement? I think Philippe will tell you about our model.

Thank you, sir. Your question is absolutely key because we are a wholesale retailer, and we're mostly a B2B operator. Ninety-five percent of our stores are franchise stores. Since I joined the group, I've worked hard at transforming this group so that we could meet the needs of our franchisees. You talked of a competitor in the retail industry. The contracts we have signed with our franchisees are certified by the French Federation for Franchise, which is not the case of the competitor you named. It is very important to us, and to me in particular, that our franchisees be independent, truly independent. These contracts that we sign with them guarantee that independence. They will go on sourcing with other suppliers for several reasons.

First reason is that the local assortment develops more and more, and we cannot deliver from the logistics platform that may be in Lyon, for example, to franchisees that are in the greater eastern or greater western region. From an economic and an environmental perspective, it would be wrong. That is why they need to still be independent. The format on which we are working for Spar, for example, at the moment, that format gives quite a lot of leeway and room to local assortment, local product range. The way we set up merchandising for the stores gives some room for maneuver to franchisees to develop local products. There are 75% of purchasing from our franchisees by our procurement and purchasing department. They are an integral part of our work on prices, on product range and assortment.

I have asked our existing franchisees to help us select the forthcoming franchisees. Does it mean that we do everything perfectly? No. This partnership with our franchisees is very important to us. Let me just give you one example, which is very hands-on. We have observed in a small village in the southeast of France, close to Marseille, called La Penne-sur-Huveaune. We saw a franchisee in a Vival shop that learned that in the same village, potentially a competitor might open a shop, a competitor from another retailer. We helped that franchisee to organize a petition with the villagers, and we also gave them legal support. Yesterday, I had a message thanking us because the competitor finally decided not to open a shop in that village. This interpersonal relationship is very important for me.

Thank you for your question because it's really 90% of our time that we dedicate with all the brand teams working with our franchisees, and not only with our franchisees as it happens, but the brands we also are at the service of. I'm thinking of Sherpa. They're not a franchisee of ours. They're a cooperative, but we supply them. I visit them on a regular basis. I really want our work to be at the service of the independence of grocers, and it's very important to us. If I may, the value chain of our company and the relations we have with our franchisees are integral to that. That is part and parcel of our ESG policy and the CSRD commitments that we have made and that we keep making and that we try to make as visible as possible to you.

As Philippe said, it is all very consistent with our CSR commitments. Thank you for your question, and I hope we gave you a complete enough answer. Do we have other questions? We could have one more question if I look at the schedule. I'd love to answer one last question if there is one. Yes, sir. You have the last word in terms of question. Coming back to Cdiscount, you talked about it being part of the convenience strategy, but why can't Cdiscount seem to be more attractive because sales are dropping? Secondly, do you intend to develop in French-speaking countries, Belgium, Switzerland, to compete with the American leader competing with Cdiscount? You talked about independence. Do you have sort of a fora where people can exchange on how that product is proving very popular?

Could we maybe roll it out in the whole region or in neighboring countries? Thank you. Two final questions. No worries. I think Philippe will take these. Yes, thank you very much. I'll start with Cdiscount. The role of Cdiscount is not for the time being to develop in other countries. We focus on the French market because there's a big enough market and room for growth for Cdiscount. To come back to your other question about the other brands and local products, we help our franchisees when they validate local products so as to make for food security and food safety. What's more, when local products prove very popular, we try, of course, to extend the selling of that product on a regional basis and even wider than that.

We might be the only convenience-focused group that is in permanent contact with our franchisees in the field. This is the feedback we get from franchisees. They feel that we listen to their teams, and that is quite different from other wholesalers that are nowhere to be seen locally. We try to help them work in their whole catchment area and help them extend their catchment area. They always come up with the first name of the salesforce person that is in contact with them. Being in close contact with our franchisees is essential for the future of our franchisees and the future of our group. If our franchisees make profits, we will make profits. This is the way we see our work. Thank you very much, Philippe, for this concluding answer. I now suggest that we move on to the vote on the resolutions.

I'll give the floor to Ms. Béatrice Davourie, who is first going to share the final quorum. It came on her desk a few minutes ago, and there'll be a brief presentation telling you how to use the voting machine. Thank you. First, let me share the quorum, final quorum.

Béatrice Davourie
General Counsel, Casino Group

Shareholders present, representing by proxy or working online, 1,967, 272,601,516 shares held by them. That represents 68.05% of voting rights. That is 272,000 voting rights for the ordinary general meeting. There are 969 shareholders present holding 272,601,477 shares. That's for the extraordinary meeting. They represent 68.5% of voting rights. That is 272,606,252 voting rights. Unless a shareholder insists on it, I will not read the resolutions in detail. With regards to how you may use the voting machine, you have to make sure first and foremost that your smart card is correctly inserted.

When the vote is open, simply press the key corresponding to your choice. One is for, two is for against, and three is to abstain. If you see received on the screen, it means that your vote has been taken into account. If you see no such message on the screen, we would recommend that you immediately say so to one of the hostesses in the room. If you want to correct your choice, press on any of the other two keys before the vote is closed, even if your initial vote has already been taken into account. For each resolution, there will be 15 seconds for you to vote. We will now vote on the resolutions. The first resolution is the approval of the 2024 parent company and consolidated financial statements. Voting is now open. Voting is now closed. This first resolution has been adopted by a majority of voters.

Second resolution, approval of the consolidated financial statements as of the 31st of December 2024. Voting is now open. Voting is now closed. Second resolution has been adopted by a majority of voters. Third resolution, allocation of profit for that financial year. Voting is now open. Voting is now closed. Third resolution has been adopted by a majority of voters. Fourth resolution, re-election of the director, Philippe Palazzi. Voting is now open. Voting is now closed. The fourth resolution has been adopted by a majority of voters. Fifth resolution, approving the renewal of the term of Ms. Athena Onassis. Voting is now open. Voting is now closed. The resolution has been adopted by a majority of voters.

Speaker 10

Sixth resolution, approval of information referred to in Article L22-10-91 of the French Commercial Code relating to the compensation of corporate officers paid in or granted for 2024. Voting is now open.

Voting is closed. Resolution has been adopted by a majority of voters. Seventh resolution, approval of the total compensation and benefits of any kind paid to Laurent Pietraszewski in 2024 or granted to him in respect of that year in his capacity as Chairman of the Board of Directors as of 27th of March 2024. Voting is opened. Voting is closed. Resolution has been adopted by a majority of voters. Eighth resolution, approval of the amendment to the compensation policy for Philippe Palazzi, CEO, as from 27th of March 2024 in consideration of his position. Voting is opened. Voting is closed. Resolution is adopted by a majority of voters. Ninth resolution, approval of the total compensation and benefits of any kind paid to Philippe Palazzi in 2024 or granted to him in respect of that year in his capacity as Chief Executive Officer as of 27th of March 2024.

Voting is opened. Voting is closed. Resolution has been adopted by a majority of voters. Tenth resolution, approval of the compensation policy for the Chairman of the Board of Directors in respect of financial year 2025 in consideration of his position. Voting is opened. Voting is closed. Resolution has been approved by a majority of voters. Eleventh resolution, approval of the compensation policy for the Chief Executive Officer in respect of financial year 2025 in consideration of his position. Voting is opened. Voting is closed. Resolution has been approved by a majority of voters. Twelfth resolution, approval of the compensation policy for the directors in respect of financial year 2025. Voting is opened. Voting is closed. Resolution has been adopted by a majority of voters. Thirteenth resolution, authorization for the company to buy back its own shares. Voting is opened. Voting is closed. Resolution has been adopted by a majority.

We are now going to vote on resolutions pertaining to extraordinary GM. Fourteenth resolution, statutory amendment to Article 18 of Articles of Association. Article 18, voting is opened. Voting is closed. Resolution has been adopted by a majority of voters. Fifteenth resolution, modifications to Articles 25, 27, 28, and 29 of the Article of Association for compliance with modified legislation and corrections. Voting is opened. Voting is closed. Resolution has been adopted by a majority of voters. Finally, sixteenth resolution, powers for formalities. Voting is closed. Voting is closed. Resolution has been adopted by a majority of voters. Thank you.

Thank you, Madam Lee, General Counsel, for this key part of our AGM. All the resolutions have been adopted. I want to thank you, ladies and gentlemen, the shareholders. No other subject being on the agenda, we can close the meeting.

Laurent Pietraszewski
Chairman of the Board of Directors, Casino Guichard-Perrachon

I want to thank you for your attendance, and I wish you a very good day for those who are fortunate enough to have a long weekend as well. Our stores will be open next Friday. Still on the mobile phone for Cdiscount. Thank you very much.

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