Rallye SA launches a EUR 300 million offering of bonds due 2020 exchangeable for existing Casino, Guichard-Perrachon ordinary shares

Regulatory News:

NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA OR JAPAN

This press release does not constitute a solicitation to purchase or an offer of the Bonds or the Shares (as defined below and together, the "Securities”) in the United States of America. The Securities may not be offered or sold in the United States of America unless they are registered or exempt from registration under the US Securities Act of 1933, as amended. Rallye does not intend to register all or any portion of the offering in the United States of America or to conduct a public offering of the Securities in the United States of America.

Rallye SA ("Rallye”) (Paris:RAL) announces the launch today of a EUR 300 million offering of bonds (the "Bonds”) exchangeable for existing ordinary shares (the "Shares”) of Casino, Guichard-Perrachon ("Casino”).

The Bonds will carry a 7 year maturity and are expected to bear interest at a rate of 1.00% per annum payable annually in arrear.

The Bonds will be issued at 100% of the principal amount and, unless previously redeemed, exchanged or cancelled, will be redeemed in cash or through the delivery of Shares or a combination thereof, at Rallye’s option, on 2^nd October 2020 at a redemption price between 109.36% – 113.31% of the principal amount, corresponding to a yield to maturity between 2.25% – 2.75% per annum. Any Bondholder will have the option to ask for the early redemption of the Bonds on 2^nd October 2018, at the accreted principal amount, plus accrued interest.

The Bonds’ nominal value will represent an issue premium between 25% – 30% over Casino’s reference share price, calculated as the average of Casino share prices weighted by the volume of transactions on NYSE Euronext Paris from the opening of trading today to pricing (Volume Weighted Average Price ("VWAP”)). Each Bond will be exchangeable for Shares at an initial ratio of one Share per Bond, subject to customary adjustments.

Bondholders may elect to exchange their Bonds for Shares subject to the Issuer’s right to elect to deliver an equivalent amount in cash for all or part of the Shares. The number of Shares underlying the Bonds should represent approximately 3% of Casino’s share capital.

Rallye will have the option to redeem the Bonds early (the "Issuer Call”) on or after 17^th October 2017 (the 4th anniversary of the issue date + 15 days), if the value of the Shares deliverable upon exchange of the Bonds exceeds 130% of the accreted principal amount of the Bonds for a specified period (in accordance with the conditions set forth in the Terms and Conditions of the Bonds).

The final terms of the Bonds will be announced through a separate press release at the end of the bookbuilding period, which is expected to take place later today and settlement is expected to occur on or around 2^nd October 2013.

The issue proceeds shall be used for Rallye's general financing needs.

Application will be made to have the Bonds admitted to trading on the Open Market (Freiverkehr) segment of the Frankfurt Stock Exchange or on an internationally recognised, regularly operating, regulated or non-regulated stock exchange, as determined by Rallye, within 90 days following the closing date.

The Bonds will be exclusively placed with institutional investors outside of the United States of America pursuant to Regulation S.

BNP PARIBAS, Deutsche Bank and The Royal Bank of Scotland are acting as Joint Bookrunners in respect of the offering of the Bonds.

DISCLAIMER

This press release may not be distributed directly or indirectly in the United States of America.

This press release does not constitute a solicitation to purchase or an offer to purchase or subscribe Securities (as defined above) in the United States of America, Australia, Canada or Japan.

No communication or information relating to the Securities may be transmitted to the public in a country where there is a registration obligation or where an approval is required. No action has been or will be taken in any country in which such action would be required. The issuance or the subscription of the Bonds or the exchange for Shares may be subject to legal and regulatory restrictions in certain jurisdictions and Rallye assumes no liability in connection with the breach by any person of such restrictions.

This press release is an advertisement and not a prospectus within the meaning of the Prospectus Directive (as defined hereinafter).

This press release is not, and shall not be considered as, an offer to the public, an offer to subscribe or designed to solicit interest for purposes of an offer to the public by Rallye in any jurisdiction, including France.

European Economic Area

With respect to each Member State of the European Economic Area (the "Relevant Member States”) which has implemented the Prospectus Directive, no action has been undertaken or will be undertaken to make an offer of Securities to the public requiring a publication of a prospectus in any Relevant Member State. As a result, the Securities may only be offered in the Relevant Member States:

(a) qualified investors as defined in the Amending Prospectus Directive; or

(b) to fewer than 100 or, if the Relevant Member State has implemented the relevant provision of the Amending Prospectus Directive, 150, natural or legal persons (other than qualified investors as defined in the Amending Prospectus Directive); or

(c) in any other circumstances falling with Article 3(2) of the Prospectus Directive;

and provided that none of the offers referred in paragraphs (a) to (c) above requires the publication of a prospectus in accordance with the provisions of article 3 of the Prospectus Directive or of a supplement to the prospectus pursuant to the provisions of article 16 of the Prospectus Directive by Rallye or any of the bookrunners.

For purposes of this paragraph, within the meaning of the Prospectus Directive, (i) the expression an "offer of Securities to the public” in any Relevant Member State which has implemented the Prospectus Directive (as defined below) means the communication, to individuals or legal entities, in any form and by any means, of sufficient information on the terms and conditions of the offer and the Securities to be offered to enable an investor to decide to purchase or subscribe for the Securities, as the same may be varied in that Relevant Member State by any measure implementing the Prospectus Directive in that Relevant Member State and (ii) the expression "Prospectus Directive” means Directive 2003/71/EC of the European Parliament and of the Council of November 4, 2003 (together with its amendments, including by the Amending Prospectus Directive, to the extent such Directive has been implemented in any Relevant Member State), including any appropriate implementing measure in any Relevant Member State, and (iii) the expression "Amending Prospectus Directive” means Directive 2010/73/EU of the European Union Parliament and Council of November 24, 2010.

France

The Securities have not been offered or sold and will not be offered or sold, directly or indirectly to the public in France. The Securities will only be offered or sold in France to (x) persons providing investment services relating to portfolio management for the account of third parties, and/or (y) qualified investors acting for their own account and/or (z) a limited circle of investors acting for their own account as defined and in accordance with Articles L.411-1, L.411-2, D.411-1 and D.411-4 of the French Code monétaire et financier and any regulation relating thereto.

United Kingdom

This press release is being distributed only to, and is directed only at, (i) persons located outside the United Kingdom, (ii) investment professionals as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order”); (iii) high net worth entities falling within Article 49(2)(a) to (d) of the Order, or (iv) to other persons to whom it may lawfully be communicated (all such persons mentioned in paragraphs (ii), (iii), and (iv) being together referred to as "Relevant Persons”). Any investment activity referred to in this press release is intended for Relevant Persons only and may be addressed to and/or engaged only with Relevant Persons. Any person who is not a Relevant Person should not act as or rely on this press release or its content.

United States of America

This press release may not be published, distributed or transmitted in the United States of America (including its territories and dependencies, any State of the United States of America and the district of Columbia). This press release does not constitute any offer or solicitation to purchase for Securities in the United States of America. The Securities mentioned herein have not been, and will not be, registered under the U.S. Securities Act of 1933 of the United States of America, as amended (the "Securities Act”) and, subject to certain exceptions, may not be offered or sold in the United States of America. The Securities will be offered or sold only outside of the United States of America in the context of offshore transactions in accordance with Regulation S under the Securities Act. Rallye does not intend to register any portion of the proposed offering in the United States of America and no public offering will be made in the United States of America.

Canada, Australia and Japan

The Securities may not be offered, sold or purchased in Canada, Australia or Japan. The information contained in this press release does not constitute an offer of securities for sale in Canada, Australia or Japan.

Deutsche Bank AG is authorised under German Banking Law (competent authority: BaFin - Federal Financial Supervising Authority) and authorised and subject to limited by the Financial Conduct Authority. Details about the extent of Deutsche Bank AG's authorisation and regulation by the FCA are available on request.

The Joint Bookrunners are acting for Rallye SA and no one else in connection with the offering and will not be responsible to anyone other than Rallye SA for providing the protections afforded to their clients nor for providing advice in connection with the offering. Neither the Joint Bookrunners, nor any of their respective affiliates accepts any liability arising from the use of or makes any representation as to the accuracy or completeness of this announcement.