Cnova N.V.

Annual Report (ESEF) • Apr 23, 2024

549300EDRLDFOSBD1G50 2022-01-01 2022-12-31 549300EDRLDFOSBD1G50 2023-01-01 2023-12-31 549300EDRLDFOSBD1G50 2022-12-31 549300EDRLDFOSBD1G50 2023-12-31 549300EDRLDFOSBD1G50 2021-12-31 549300EDRLDFOSBD1G50 2021-12-31 ifrs-full:OrdinarySharesMember 549300EDRLDFOSBD1G50 2021-12-31 ifrs-full:IssuedCapitalMember ifrs-full:PreviouslyStatedMember 549300EDRLDFOSBD1G50 2021-12-31 ifrs-full:AdditionalPaidinCapitalMember ifrs-full:PreviouslyStatedMember 549300EDRLDFOSBD1G50 2021-12-31 ifrs-full:RetainedEarningsMember ifrs-full:PreviouslyStatedMember 549300EDRLDFOSBD1G50 2021-12-31 ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember ifrs-full:PreviouslyStatedMember 549300EDRLDFOSBD1G50 2021-12-31 ifrs-full:ReserveOfRemeasurementsOfDefinedBenefitPlansMember ifrs-full:PreviouslyStatedMember 549300EDRLDFOSBD1G50 2021-12-31 ifrs-full:EquityAttributableToOwnersOfParentMember ifrs-full:PreviouslyStatedMember 549300EDRLDFOSBD1G50 2021-12-31 ifrs-full:NoncontrollingInterestsMember ifrs-full:PreviouslyStatedMember 549300EDRLDFOSBD1G50 2021-12-31 ifrs-full:PreviouslyStatedMember 549300EDRLDFOSBD1G50 2022-01-01 2022-12-31 ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember 549300EDRLDFOSBD1G50 2022-01-01 2022-12-31 ifrs-full:ReserveOfRemeasurementsOfDefinedBenefitPlansMember 549300EDRLDFOSBD1G50 2022-01-01 2022-12-31 ifrs-full:EquityAttributableToOwnersOfParentMember 549300EDRLDFOSBD1G50 2022-01-01 2022-12-31 ifrs-full:NoncontrollingInterestsMember 549300EDRLDFOSBD1G50 2022-01-01 2022-12-31 ifrs-full:RetainedEarningsMember 549300EDRLDFOSBD1G50 2022-01-01 2022-12-31 ifrs-full:IssuedCapitalMember 549300EDRLDFOSBD1G50 2022-01-01 2022-12-31 ifrs-full:AdditionalPaidinCapitalMember 549300EDRLDFOSBD1G50 2022-12-31 ifrs-full:OrdinarySharesMember 549300EDRLDFOSBD1G50 2022-12-31 ifrs-full:IssuedCapitalMember 549300EDRLDFOSBD1G50 2022-12-31 ifrs-full:AdditionalPaidinCapitalMember 549300EDRLDFOSBD1G50 2022-12-31 ifrs-full:RetainedEarningsMember 549300EDRLDFOSBD1G50 2022-12-31 ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember 549300EDRLDFOSBD1G50 2022-12-31 ifrs-full:ReserveOfRemeasurementsOfDefinedBenefitPlansMember 549300EDRLDFOSBD1G50 2022-12-31 ifrs-full:EquityAttributableToOwnersOfParentMember 549300EDRLDFOSBD1G50 2022-12-31 ifrs-full:NoncontrollingInterestsMember 549300EDRLDFOSBD1G50 2023-01-01 2023-12-31 ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember 549300EDRLDFOSBD1G50 2023-01-01 2023-12-31 ifrs-full:ReserveOfRemeasurementsOfDefinedBenefitPlansMember 549300EDRLDFOSBD1G50 2023-01-01 2023-12-31 ifrs-full:EquityAttributableToOwnersOfParentMember 549300EDRLDFOSBD1G50 2023-01-01 2023-12-31 ifrs-full:NoncontrollingInterestsMember 549300EDRLDFOSBD1G50 2023-01-01 2023-12-31 ifrs-full:RetainedEarningsMember 549300EDRLDFOSBD1G50 2023-01-01 2023-12-31 ifrs-full:IssuedCapitalMember 549300EDRLDFOSBD1G50 2023-01-01 2023-12-31 ifrs-full:AdditionalPaidinCapitalMember 549300EDRLDFOSBD1G50 2023-12-31 ifrs-full:OrdinarySharesMember 549300EDRLDFOSBD1G50 2023-12-31 ifrs-full:IssuedCapitalMember 549300EDRLDFOSBD1G50 2023-12-31 ifrs-full:AdditionalPaidinCapitalMember 549300EDRLDFOSBD1G50 2023-12-31 ifrs-full:RetainedEarningsMember 549300EDRLDFOSBD1G50 2023-12-31 ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember 549300EDRLDFOSBD1G50 2023-12-31 ifrs-full:ReserveOfRemeasurementsOfDefinedBenefitPlansMember 549300EDRLDFOSBD1G50 2023-12-31 ifrs-full:EquityAttributableToOwnersOfParentMember 549300EDRLDFOSBD1G50 2023-12-31 ifrs-full:NoncontrollingInterestsMember iso4217:EUR iso4217:EUR xbrli:shares xbrli:shares ANNUAL REPORT AND FINANCIAL STATEMENTS OF CNOVA N.V. FOR THE FISCAL YEAR ENDED DECEMBER 31, 2023 IN ACCORDANCE WITH BOOK 2, TITLE 9 OF THE DUTCH CIVIL CODE 2 Table of contents 1. DIRECTORS REPORT ............................................................................................................................................ 4 1.1 KEY FIGURES ........................................................................................................................................................... 4 1.2 FINANCIAL HIGHLIGHTS ..................................................................................................................................... 5 1.3 SIGNIFICANT EVENTS OF THE YEAR ............................................................................................................. 6 1.4 BUSINESS REVIEW ............................................................................................................................................... 7 1.5 ORGANIZATIONAL STRUCTURE .................................................................................................................... 11 1.6 FINANCIAL REVIEW ........................................................................................................................................... 12 1.7 RESEARCH AND DEVELOPMENT.................................................................................................................. 22 1.8 OUTLOOK................................................................................................................................................................ 22 2. RISK MANAGEMENT AND RISK FACTORS................................................................................................. 23 2.1 APPROACH TO RISK MANAGEMENT AND BUSINESS CONTROLS.................................................. 23 2.2 RISK FACTORS ...................................................................................................................................................... 23 3. CORPORATE GOVERNANCE – THE DUTCH CORPORATE GOVERNANCE CODE ...................... 63 4. BOARD OF DIRECTORS..................................................................................................................................... 65 4.1 BOARD MEMBERS .............................................................................................................................................. 65 4.2 BOARD STRUCTURE........................................................................................................................................... 66 4.3 DIRECTOR INDEPENDENCE............................................................................................................................ 67 4.4 BOARD EVALUATION ........................................................................................................................................ 67 5. REMUNERATION REPORT................................................................................................................................ 68 5.1 DIRECTORS’ SERVICE CONTRACTS ............................................................................................................. 75 5.2 BOARD AND OTHER MANAGEMENT COMMITTEES.............................................................................. 75 5.3 DIVERSITY POLICY .............................................................................................................................................. 76 5.4 CONFLICTS OF INTEREST................................................................................................................................. 78 5.5 CORPORATE VALUES ........................................................................................................................................ 78 6. EXECUTIVE OFFICERS ....................................................................................................................................... 79 6.1 EXECUTIVE OFFICERS ....................................................................................................................................... 79 6.2 COMPENSATION OF EXECUTIVE OFFICERS ............................................................................................ 79 7. RELATED PARTY TRANSACTIONS ................................................................................................................ 80 8. SHARE CAPITAL ................................................................................................................................................... 82 8.1 AUTHORIZED SHARE CAPITAL, ISSUANCE OF SHARES AND PREEMPTIVE RIGHTS .............. 82 8.2 FORM OF SHARES ............................................................................................................................................... 83 8.3 VOTING RIGHTS.................................................................................................................................................... 83 8.4 SPECIAL VOTING SHARES ............................................................................................................................... 84 8.5 REPURCHASE BY THE COMPANY OF ITS SHARES ................................................................................ 86 8.6 CAPITAL REDUCTIONS; CANCELLATIONS ................................................................................................ 86 8.7 GENERAL MEETINGS OF SHAREHOLDERS ............................................................................................... 87 8.8 AMENDMENTS OF ARTICLES OF ASSOCIATION .................................................................................... 89 8.9 DIVIDENDS AND OTHER DISTRIBUTIONS................................................................................................. 89 8.10 DIVIDEND RIGHTS............................................................................................................................................... 91 8.11 PROFIT APPROPPRIATION ............................................................................................................................. 91 8.12 MAJOR SHAREHOLDERS.................................................................................................................................. 91 9. AGREEMENT BETWEEN SHAREHOLDERS ................................................................................................ 92 3 9.1 AGREEMENTS KNOWN TO US WHICH MAY RESULT IN RESTRICTIONS ON THE TRANSFER OF SECURITIES AND/OR VOTING RIGHTS............................................................................................................... 92 9.2 MATERIAL AGREEMENTS TO WHICH THE COMPANY IS A PARTY AND WHICH ALTER OR TERMINATE UPON A CHANGE OF CONTROL OF THE COMPANY ................................................................. 92 9.3 ANTI-TAKEOVER PROVISIONS....................................................................................................................... 92 10. EVENTS AFTER THE BALANCE SHEET DATE ........................................................................................... 92 11. DEFINITIONS ......................................................................................................................................................... 93 12. FORWARD-LOOKING AND OTHER INFORMATION ............................................................................... 94 13. RESPONSIBILITY STATEMENT AND IN-CONTROL STATEMENT ....................................................... 96 14. CONSOLIDATED FINANCIAL STATEMENTS .............................................................................................. 97 15. COMPANY FINANCIAL STATEMENTS OF CNOVA N.V AS AT AND FOR THE YEAR ENDED DECEMBER 31, 2023 ........................................................................................................................................................ 173 16. OTHER INFORMATION .................................................................................................................................... 198 16.1 INDEPENDENT AUDITOR’S REPORT ......................................................................................................... 198 16.2 DIVIDENDS AND OTHER DISTRIBUTIONS............................................................................................... 206 16.3 DIVIDEND RIGHTS............................................................................................................................................. 206 16.4 PROFIT APPROPRIATION .............................................................................................................................. 206 4 1. DIRECTORS REPORT 1.1 KEY FIGURES Note 1 : Considering a steady 5% growth rate for FY20 & FY21 aligned with the long-term trend Note 2 : Considering (i) steady growth rate for 1P and 3P observed in 1Q20 vs. 1Q19 for the remainder of the year 2020 and for 2021 vs. 2020 and (ii) steady increase in contribution margin from 2019 to 2022 (not considering 20 & 21 price increases) Increase in Gross margin rate (% of Net sales) GMV evolution over the year (in contribution points to growth) EBITDA improving in a challenging context (€ million) 17.8% 21.9% 23.2% 30.3% 2019 2021 2022 2023 79 103 52 81 2019 2021 2022 2023 -14,0% L-f-L 1 in FY23 vs. 22 +€29m in FY23 vs. 22 +7,1pts in FY23 vs. 22 o/w +3,8pts 3P driven o/w +2,1pts Cdiscount Ads driven -12,6 -0,9 +0,7 +0,2 -14,0 -1,4 3,6% 4,7% 3,1% 6,8% 1 Like-for-like figures exclude CChezvous, Carya, Géant and Cdiscount Energy EBITDA in % of Net sales Covid-19 estimated impact 1 2 5 1.2 FINANCIAL HIGHLIGHTS The following tables set forth our selected consolidated financial data. The consolidated income statement data for the years ended December 2022 and 2023 as well as the consolidated balance sheet data as of December 31, 2022 and 2023 are derived from our audited consolidated financial statements included in "Consolidated Financial Statements" section of this annual report. The selected historical consolidated financial information should be read in conjunction with section “1.6 Financial Review,” our financial statements and the accompanying notes included in this annual report. Our financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as approved by the European Union (“EU”) and have been audited by KPMG Accountants N.V., an independent registered public audit firm. Our results of operations in any period may not necessarily be indicative of the results that may be expected in future periods. See section “2 Risk Management and Risk Factors” of this annual report. Cnova N.V. (€ millions) Full Year Change 2022 (as published 5 ) 2023 Total GMV (including VAT) 1 3 439,9 2 804,1 (18,5)% Net sales 1 700,2 1 196,7 (29,6)% Gross margin 393,8 362,1 (8,0)% As a % of Net sales 23,2% 30,3% +7,1pts SG&A (excluding D&A) 2 (341,8) (280,9) +€60,9m As a % of Net sales (20,1)% (23,5)% (3,4)pts EBITDA 3 52,0 81,2 +€29,2m As a % of Net sales 3,1% 6,8% +3,7pts Depreciation & Amortization (97,7) (96,2) +€1,5m Operating EBIT (45,8) (15,0) +€30,8m Other expenses (4,6) (24,7) €(20,1)million Net financial income / (expense) (72,5) (57,7) +€14,9m Net profit / (loss) from continued operations (128,0) (125,9) +€2,1m Adjusted EPS (€) (from continued operations) 4 (0,36) (0,36) - 1 GMV: Gross Merchandise Volume is defined as the sum of product sales (1P), other revenues (including B2B activities of Octopia and C-logistics), marketplace (3P) business volumes (calculated based on approved and sent orders), B2C services volumes (mainly travel & mobile) ; all metrics including VAT 2 SG&A: selling, general and administrative expenses 3 EBITDA: operating profit/(loss) from ordinary activities (EBIT) adjusted for operating depreciation & amortization and share based payment expenses 4 Adjusted EPS: earnings per share, excluding non-recurring items 5 2022 figures, as published in 2022 Dutch Annual Report, may differ from the Consolidated Income Statement revised to present Carya activity as discontinued operations pursuant to its disposal in 2023) 6 1.3 SIGNIFICANT EVENTS OF THE YEAR During 2023, Cnova’s priority was the continuous development of its marketplace and advertising services in a persistent context of macro-economic uncertainties and disruptions, while recalibrating its cost structure to preserve cash and improve structural operational profitability. Furthermore, Cnova’s B2B platform expanded with growing revenues for C-Logistics B2B and Octopia B2B. This business mix evolution towards more platform revenues has enabled an increase in Cnova’s gross margin by +12,5pts between 2019 (pre-pandemic level) and 2023, standing at 30,3% of net sales in FY23 (+7,1pts vs. 22). Marketplace GMV share reached 60,0% in FY23 (+8,5pts vs. 22, +21,5pts vs. 19), confirming Cnova’s voluntary strategic shift towards more marketplace revenues. Facing complex market conditions with inflationist trends strongly impacting purchasing power, along with overall e-commerce market declining by -1,8% in FY23 vs. 22, with unfavorable trends mainly for technical goods (-9%) and furniture & decoration equipment (-1%), marketplace GMV has decreased by -2,0% in Full Year 2023 vs. 22, while growing compared to pre-pandemic levels (+11,8% vs. 19). Over the last 5 years, Marketplace GMV has been growing at an annual rate of +5% supporting Cnova’s first strategic pillar. This marketplace development has been supported by an increase in customer satisfaction measured by the Marketplace NPS which grew by +14pts compared to 2019 and steady vs. 22, narrowing the gap with the direct sales customer satisfaction by 3pts since 2019. This improvement has been primarily driven by the constant enhancement of Marketplace delivery services: Fulfilment by Cdiscount and Cdiscount Express Seller covered 52,3% of Marketplace GMV in FY23 (+1,1pt vs. 22). Advertising services revenues increased by +6,0% in FY23 vs. 22, amounting to €75m in FY23, mainly supported by Retail Media (+12,9% vs. 22) mostly for Marketplace sellers (+27,0% vs. 22). Cdiscount Ads Retail Solution (CARS) share on total Advertising revenues grew by +5,9pts vs. 22, with sponsored products performing well in FY23 (+16,2% vs. 22) and revenues generated for 1,000 pages viewed increasing by +41,5% vs. 22. Overall GMV decreased by -14,0% in FY23 on a comparable basis mainly impacted by the direct sales rationalization (-30,7% vs. 22) to focus on products generating more profit and operational cash, as illustrated by the strong improvement of Cnova’s gross margin by +7,1pts vs. 22. As part of this voluntary strategic move, Cnova has undertaken actions towards inventories optimization enabling to adjust stocks to business levels. In the 1 st semester 2023, Cnova has been focused on destocking SKUs with the most unfavorable inventory turnover. Following this destocking phase, Cnova has been expanding inventories with profitable products. In 2023, B2B activities grew by +68,9% vs. 22 with both Octopia B2B and C-Logistics B2B expanding. Octopia Fulfillment -as-a-Service revenues increased by +35,7% vs. 22, with 239 new users recruited in 2023. Octopia Marketplace-as-a-Service Annual Recurring Revenue (ARR) multiplied by x2,6 vs. 22, with 7 new contracts signed in 2023. C-Logistics successfully launched a new client in February 2023 and multiplied its parcels shipped for external clients by x4 vs. 22. In the 2 nd quarter 2022, Cnova launched an Efficiency Plan to recalibrate its SG&A and capital expenditures level, with a €90m target which included the July 2022 guidance (€75m vs. 21) and the additional savings plan announced in April 2023 (€15m vs. 21). Numerous initiatives have enabled Cnova to overperform the initial target by €39m: SG&A (excluding D&A) improved by €90m vs. 21 and capital expenditures improved by €38m vs. 21. Cnova was able to protect profitability with an EBITDA of €81m in FY23, improving by €+29m vs. 22 (+56%). 7 Free cash-flows before change in working capital & taxes amounted to €-53m in FY23, showing a improvement of €69m vs. 22, mostly thanks to Cnova’s business model transformation towards high-margin services together with the Efficiency Plan initiated in 2022, leading to an improvement of EBITDA along with savings in capital expenditures and financial costs related to 4-installment payments. Free cash-flows amounted to €-198m in FY23, decreasing by €86m vs. 22, mainly due to conjunctural change in working capital deterioration in relation to Casino group’s financial situation in 2023, the decrease in trade payables driven by both credit insurers guarantees reductions and earlier payments, and stronger constraints regarding receivables factoring programs. Along with the strategy to refocus on services and the cash initiatives, Cdiscount SA has sold its subsidiary Carya SAS (“1001Pneus”) to Massa Pneus SA (“MPSA”) on December 21 st , 2023. 1001Pneus is a leading French online retailer of tires and spare parts for mobility solutions. 1.4 BUSINESS REVIEW (1) Gross merchandise volume (GMV) is defined as product sales + other revenues + marketplace business volumes + services GMV + taxes and is calculated based on approved and sent orders (2) Marketplace share of GMV of Cdiscount.com in France, calculated on total GMV less businesses not eligible for marketplace (B2B, Travel, etc.). Marketplace GMV shares have been adjusted to consider coupons and warranties and exclude CDAV subscription fees (3) Includes Marketplace commissions after price discounts, subscription fee and revenues from fulfilment services to sellers (4) Total number of placed orders before cancellation due to fraud detection and/or customer non-payment (5) Mixed baskets including both marketplace and direct sales products were also considered as marketplace baskets (6) Active customers at the end of the period, having purchased at least once through Cdiscount websites and application during the 12 previous months 1.4.1 OUR HISTORY Cnova N.V. is a Dutch public limited liability company (naamloze vennootschap) incorporated on May 30, 2014, under Dutch law. We are registered with the Dutch Trade Register, and our registration number is 60776676. Our registered office is located at Strawinskylaan 3051, 1077 ZX Amsterdam, the Netherlands. Our principal place of business is located at Cdiscount S.A., 120-126, quai de Bacalan, 33067 Bordeaux, France. Our website address is www.cnova.com. We have included our website address in this annual report solely for information purposes. The information contained on, or that can be Key performance indicators FY22 FY23 Change vs. 22 Change vs. 19 Total GMV (1) (including VAT) (€ millions) 3 439,9 2 804,1 -18,5% -28,1% Marketplace share (2) 51,5% 60,0% +8,5pts +21,5pts Net sales (€ millions) 1 700,2 1 196,7 -29,6% -45,5% Marketplace revenues (3) (€ millions) 212,8 198,6 -6,7% +20,2% Advertising Services (€ millions) 71,2 75,5 +6,0% x2 Active customers (6) (millions) 8,4 7,5 -0,9m -1,7m 8 accessed through, our website does not constitute a part of this annual report and is not incorporated by reference herein. Cnova was created in 2014, combining French and Brazilian e-commerce assets of Casino, GPA, Via Varejo and Exito. Cnova was listed under the ticker symbol “CNV” on November 24 th , 2014, on NASDAQ Global and on January 23 rd , 2015, on Euronext Paris. Following the 2016 reorganization, Cnova’s Brazilian activities became wholly owned by Via Varejo, then a GPA subsidiary. As a consequence, Cnova refocused on its French e-commerce business, Cdiscount (see section 1.2 of the 2016 annual report for more details). In December 2016, Casino simultaneously launched tender offers, one in USA and one in France, to acquire all outstanding ordinary shares of Cnova at a price of $5,50 per share. In January 2017, Casino and Cnova announced the final results of the tender offers for the ordinary shares of Cnova N.V. in the United States and France. Following the tender offers, Casino controlled circa 99% of Cnova’s share capital and voting rights (see section 1.3 of this annual report for more details). On March 3 rd , 2017, Cnova voluntarily delisted its ordinary shares from the NASDAQ. On the same day, Cnova filed a Form 15 with the SEC to suspend its U.S. public reporting obligations under the 1934 Securities Exchange Act. Cnova’s ordinary shares continue to be listed on Euronext Paris. On January 1 st , 2019, Cnova carved-out its logistics activity and placed it in a new dedicated subsidiary, C-Logistics. In addition, C-Logistics received 100% of C Chez Vous equity, a Casino Group subsidiary (owned through Easydis) operating the delivery of most of Cdiscount’s heavy products. In exchange for this asset, Casino Group received a 16% stake in C-Logistics’ equity. Since its reorganization in 2016, Cnova has continued to be focused on its French core geography but started developing its European sales in the second part of 2018, both through direct sales from cdiscount.com and through connected websites as a third-party seller. In addition, Cnova’s strategy has been to build, year after a year, a profitable growth supported by the development of its marketplace, the creation of several commission-based B2C services around daily life, leisure and finance, the expansion of services offered to its marketplace sellers and the monetization of its assets, starting with its logistics activity illustrated by the creation of C-Logistics at the beginning of 2019 and with the creation of Octopia and C-Technology in 2021. On April 1 st , 2021, Cnova carved-out its Tech activities and placed them in a new dedicated subsidiary, C-Technology. On April 1 st , 2021, Cnova carved-out its marketplace activity and placed it in a new dedicated subsidiary, Octopia. Octopia is offering turnkey marketplace solutions for retailers and e-merchants. On July 27 th , 2021, BNP Paribas (« BNPP »), Casino Group and Crédit Mutuel Alliance Fédérale have signed an exclusivity agreement providing for: - The acquisition by BNP Paribas of all outstanding shares in FLOA - A long-term strategic and commercial partnership between BNP Paribas and Casino Group and certain of its subsidiaries In December 2021, Cnova closed its Haltae’s business (commercial name: Stootie), acquired end of 2018 and that had been under restructuration since then. In December 2021, Cnova sold its 51% stake in Phoenix (commercial name: La Nouvelle Cave) to Casino. Phoenix was a Cnova subsidiary specialized in wine business. On February 21 st , 2022, the final agreement of the FLOA’s disposal was signed and BNPP 9 completed the acquisition of FLOA. Total cash-in for the transaction is €34m, €17m for exclusivity premiums and €17m for transferred asset. An additional €3m was cashed-in thanks to the sale of the account receivable to be paid in February 2023 to a Financial institution. On October 6 th , 2022, Geopost signed a firm commitment to acquire a 95% majority stake in CChezVous, C-Logistics' transport subsidiary and a specialist in the delivery of heavy and bulky goods, for a consideration of €67,2 million. Through this agreement, GeoPost will benefit from CChezVous’s premium set of delivery services (such as live digital tracking and 7/7 delivery) as well as its network of more than 600 pick-up points in France. This transaction was closed on December 22 nd , 2022. As per the shareholder agreement, Cnova still has significant influence over CCV for its 5% residual stake and therefore the retained interest has been accounted for at fair value on initial recognition and is accounted for under the equity method in the consolidated financial statements. On November 27 th , 2023, Casino group announced its acquisition from GPA of the company CBD Luxembourg Holding, which indirectly owns 34,0% of Cnova’s share capital. Through this Transaction, Casino owns directly and indirectly 98,8% of Cnova’s share capital. On December 21 st , 2023, Cdiscount SA sold its subsidiary Carya SAS (commercial name: 1001Pneus) to MPSA. 1001Pneus was a Cdiscount subsidiary specialized in online retail of tires and spare parts for mobility solutions. In 2023, Cnova has closed several legacy idle subsidiaries which were previously part of Cnova NV’s organizational structure: Cdiscount Uruguay, CLATAM, Cdiscount Cameroun and Ecdiscoc Comerzializadora. 1.4.2 BUSINESS AND STRATEGY Over the past few years, the French e-commerce market has constantly evolved with the rapid expansion of marketplaces, mobile share in traffic, express delivery, development of new services and value-added functionalities. In this context of strong acceleration of innovation and volumes which has led to the consolidation of the e-commerce market, Cnova’s priority was to reach a critical size. In the last few years, Cnova reached a milestone towards building a profitable growth, in a more mature e-commerce market, with an increased monetization strategy. Leveraging on its recent solid results, Cnova accelerated in 2023 its shift towards a platform model on 3 main pillars: marketplace expansion, Advertising Services roll-out and B2B activities growth. In 2023, gross merchandise volume (GMV) amounted to €2,8bn, decreasing by -18,5% on a reported basis, impacted by the direct sales rationalization (-30,7%) to focus on products generating more profit and operational cash. Net sales amounted to €1 197m in 2023, a -29,6% reduction compared to 2022. Net sales evolution has been impacted by business shift towards commission- based activities, as Marketplace GMV share grew by +8,5pts vs. 22 up to 60,0% in FY23. Despite the GMV decrease between 2022 and 2023, the marketplace of products, Cnova’s first strategic pillar, continued its expansion in 2023 and stands as one of Cdiscount’s profitable growth main drivers. Marketplace GMV share increased by +8,5pts year-on-year, reaching 60,0% in FY23. The marketplace GMV fulfilled by Cdiscount as well as the Express Seller service are key factors, driving marketplace quality and customer satisfaction, contributing to CDAV (CDiscount A Volonté: the loyalty program) expansion. In terms of customer base, Cnova now encompasses 7,5 million active customers. Cnova strives to offer the best services to retain its customers and attract new ones. Its loyalty program, Cdiscount à Volonté, has 1,6 million members and 1,8 million SKUs eligible for at home express delivery at the end of December 2023. Over the course of 2023, Cnova has undertaken several initiatives aiming at optimizing warehouse costs: improvement of productivity, simplification of the network and close monitoring 10 of warehouses capacity to adapt to business levels. Since January 2023, warehouse capacities have decreased by 136k sqm (-25%). Fulfilment by Cdiscount and Fulfilment-as-a-Service activities jointly account for more than 50% of our overall logistic surface. B2C services showed a solid performance. B2C Services GMV, excluding Energy, amounted to €150m in FY23, reaching a solid growth of +17,6% vs. 22. Cdiscount Voyages (travel) experienced a significant growth, posting a GMV growth of +11,7% vs. 22, with Flights increasing by +14,4% vs. 22. The second pillar is Cdiscount Advertising: revenues from Advertising services increased by +6,0% in FY23 compared to last year, mainly supported by Retail Media (+12,9% in FY23 vs. 22). Cdiscount Ads Retail Solution (CARS), launched in the 1 st quarter 2020, is key to Advertising services development, enabling both sellers and suppliers to promote their products and brands: CARS share on total Advertising revenues grew by +5,9pts vs. 22, with sponsored products performing well in FY23 (+16,2% vs. 22) and revenues generated for 1,000 pages viewed increasing by +41,5% vs. 22. The third pillar of the strategy is B2B development. Octopia’s turnkey marketplace solution offers 3 modular and ready-to-operate marketplace services to international retailers and e-merchants: first, Merchants-as-a-Service to bring sellers to existing marketplaces and Marketplace-as-a-Service to transform e-commerce websites into marketplaces benefits from 7 new contracts signed in 2023 to reach 33 clients at 2023 year-end. Annual Recurring Revenue (ARR) multiplied by x2,6 in FY23 vs. 22. Second, Fulfillment -as-a-Service to bring multi-marketplace fulfillment solutions including cross-border shipping and warehouse management solution performed very well as its revenues grew by +35,7% in FY23 vs. 22, with 239 new users recruited in 2023 and an increase in parcels shipped. C-Logistics successfully launched its B2B solution for a European sportswear company in February 2023, and multiplied its number of shipped parcels for external clients by x4 in FY23 vs. 22. Environmental, social and societal stakes such as climate, business ethics and human capital are at the heart of Cnova’s BtoC and BtoB activities. Regarding Cnova’s action to reduce its impact on climate, the actions in 2023 targeted its offer, its logistics and its energy consumptions. First of all, Cnova continued to develop its strategic program dedicated to « more sustainable products » to accompany its customers toward a more sustainable consumption. Actions carried out by Cdiscount and Octopia (enlarging the assortment, increasing the visibility of this offer, including these products in the commercial mechanisms) enabled to reach a share of sustainable products sales of 17,1% (+3,9pts vs N-1). During the Black Friday weekend, the share even reached 18,7%, a new record. This indicator is now included in the calculation of employees' variable remuneration, to further unite them around this objective. To enlarge its « sustainable » assortment, Cnova continued in 2023 to develop solutions enabling to give a 2nd life to products returned by Cdiscount.com customers. On the first hand, Cdiscount continued to develop its own refurbishing capacity « reconditionné par Cdiscount » in its Cestas warehouse (2k smartphones and tablets treated this year). On the 2nd hand, new partnerships were signed with experts of refurbishment such as Deuzio (toys), Ecomicro (computers and IT products), Envie Pau (electric scooters), enabling to cover a wider range of categories. Such initiatives contribute both to reduce the GHG emissions of products but also to create qualified jobs in France. Cnova also pursued its actions in favor of a more sustainable logistics. The actions covered as well: 11 - Collaborations with carriers to continue reducing GHG emissions of deliveries (increasing the share of alternative transportation means on last kilometers by 24% vs 22, increasing bulk loading by 47% vs 22) - Sequestration of residual GHG emissions through a renewed partnership with the endowment fund « Plantons pour l’avenir » enabling to reach 100% of deliveries and returns for Cdiscount.com which are carbon-neutral - Involvement in collaborative initiatives such as the writing of an Afnor Spec « E- commerce : information to consumers on the environmental impact of their delivery choice », aiming at defining a common framework for environmental display related to delivery choice. In parallel, a first test was performed in Q3 on Cdiscount.com confirming the interest of customers for such information. - Cnova continued its investments as well to reduce the use of packaging and raw materials. As an example, a kraft machine was deployed in one of C-logistics warehouse in mid-year. This strategy enabled to reach more than 88% of parcels targeted by an action of void reduction. Finally, Cnova reduced its energy consumption by -31% in 2023 compared to 2019, a result overcoming its commitment announced in 2022 (-21% by 2023). Regarding Cnova’s action to ensure ethical practices across its value chain, Cdiscount, which had already signed the Product Safety Pledge in 2020, has recommitted to consumer protection and signed the new version of the Product Safety Pledge at the European Consumer Summit organized by the European Commission. As part of its « devoir de vigilance » action plan, 100% of plants manufacturing Cdiscount’s private-labeled products were also audited. Finally, Cnova performed ESG evaluation of its main suppliers and marketplace sellers. At the end of 2023, 50% of GMV was targeted. Concerning Cnova’s action to develop human capital, Cdiscount was awarded for the 5th time by the Financial Times as Diversity Leader. Regarding gender parity, in 2023, 41% of senior officers are women and the gender pay gap reached 0.9%. In 2023, Cnova has been focused on sanitizing its business, in order to strengthen profitability and improve operational cash, with inventories optimization, contribution margin improvement and initiatives undertaken to reach the Efficiency Plan savings target. In 2024, Cnova will accelerate its profitable activities with investments targeting sustainable growth, such as strengthening brand identity, customer loyalty, boosting traffic and attractivity, with Marketplace and Advertising services ramp-up while leveraging on Generative Artificial Intelligence to meet customers’ needs in terms of attractive pricing, product assortment and promotion intensity. Cnova will pursue its B2B activities revenues growth, while adapting to market trends to improve Octopia and C- Logistics B2B profitability. 1.5 ORGANIZATIONAL STRUCTURE The legal name of our company is Cnova N.V., and we are organized under the laws of the Netherlands. We were formed on May 30, 2014. Following the 2016 Reorganization (completed on October 31, 2016 - please refer to section 2.3.4 of the 2016 Annual Report) and the Offers (please refer to section 2.3.5 of the 2016 Annual Report), our corporate structure consists of our Parent Companies and several subsidiaries. We also operate through Cdiscount S.A. in France at 120-126 quai de Bacalan, CS 11584, 33067 Bordeaux Cedex, France. Our corporate structure on December 31, 2023, based upon information known to us, is set out in the following graphic, where black numbers indicate percentage of ordinary shares held by such entity. Entities under without activity that are under commercial delisting are not presented on this chart. 12 Source: Company information as of 31.12.2023; Cnova shareholding as of 31.12.2023 Notes: (1) The remaining 0,32 % of the share capital is indirectly held by CASINO, GUICHARD-PERRACHON (2) The 12,78 % minority interest is held by 3 individual minority shareholders (3) The 49 % minority interest is held by 1 minority shareholder (4) The 0,01% minority interest is held by Sienna AM France (minority shareholders) 1.6 FINANCIAL REVIEW Application of Critical Accounting Policies and Estimates Our significant accounting policies are set forth in the Notes to our audited consolidated financial statements for the years ended December 31, 2022 and 2023 included in this annual report. The preparation of our consolidated financial statements in accordance with IFRS as adopted by the European Union requires our management to make judgments, estimates and assumptions that affect the amount reported in consolidated financial statements. Estimates and assumptions are periodically re-evaluated by management and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Actual results may differ from those estimates and assumptions. We have identified the accounting policies as the most critical to an understanding of our financial position and results of operations because the application of these policies requires significant and complex management estimates, assumptions and judgment, and the reporting of materially different amounts could result if different estimates or assumptions were used, or different judgments were made. 13 Income statement Consolidated Income Statement 2022 Revised (4) 2023 Change € millions Net sales 1 652,5 1 196,7 (27,6)% Cost of sales (1 262,3) (834,5) (33,9)% Gross margin 390,2 362,1 (7,2)% % of Net sales 23,6% 30,3% +6,6pts Total operating expenses (1) (434,4) (377,1) (13,2)% % of Net sales (26,3)% (31,5)% (5,2pts) Fulfillment (150,8) (126,3) (16,3)% Marketing (87,0) (69,3) (20,3)% Technology and content (152,8) (138,6) (9,3)% General and administrative (43,8) (42,9) (2,0)% Operating EBIT (2) (44,2) (15,0) +29,2 % of Net sales (2,7)% (1,3)% +1,4pts Other expenses (4,5) (24,7) (20,2) EBIT (48,7) (39,7) +9,0 Net financial income/(expense) (72,2) (57,7) (20,2)% Profit/(loss) before tax (120,9) (97,4) +23,5 Income tax gain/(expense) (5,2) (28,6) 455,5% Share of profit of associates 0,1 +0,1 Net profit/(loss) from continuing operations (126,1) (125,9) +0,1 Net profit/(loss) from discontinued operations 0,8 (3,7) (576,5)% Net profit/(loss) for the period (125,3) (129,7) (4,4) % of Net sales (7,6)% (10,8)% (3,3pts) Attributable to Cnova equity holders (incl. discontinued) (125,6) (125,6) (0,0) Attributable to non-controlling interests (incl. discontinued) 0,3 (4,1) (4,3) Adjusted EPS (€) (3) (0,36) (0,36) (0,0) 1) Total operating expenses: sum of fulfillment, marketing, tech & content and G&A expenses 2) Operating EBIT: operating profit/(loss) before other expenses (strategic and restructuring expenses, litigation expenses and impairment and disposal of assets expenses) 3) Adjusted EPS: net profit/(loss) attributable to equity holders of Cnova before other expenses and the related tax impacts, divided by the weighted average number of outstanding ordinary shares of Cnova during the applicable period 4) 2022 Revised has been restated to take into account Carya activity as discontinued operations pursuant to its disposal in 2023 (see Note 1.1.5 of the Consolidated Financial Statements) 14 Operating and Financial Review and Prospects ♦ Company overview In 2023, Cnova retains its position among the leaders of e-commerce in France, despite total GMV decreasing by -14,0% 1 , in an overall e-commerce market 2 declining by -1,8% in FY23 vs. 22, with unfavorable trends mainly for technical goods (-9%) and furniture & decoration equipment (-1%). This like-for-like 1 decrease was mainly driven by direct sales (-12,6 contribution points) and marketplace (- 0,9 contribution points). CDAV encompasses 1,6 million members with GMV share standing at 38,9% in the 4 th quarter 2023, benefiting from 1,8 million SKUs eligible for at home express delivery. Net sales totaled €1,2 billion in 2023, a 29,6% decrease compared to the prior period, among others due to the voluntary product mix shift from direct sales towards the marketplace, whose revenues are just recognized for the amount of associated commissions. We strive to provide our customers with a high value proposition through attractive pricing, extensive product assortment as well as highly differentiated delivery and payment solutions. We achieve this through our scalable and proprietary technology platforms. As of December 31, 2023, we offered our 7,5 million active customers access to a wide assortment. ♦ Net sales Net sales are mainly generated by product sales and services provided directly to end customers (B2C) as well as businesses (B2B), across a large variety of product categories. Our product categories include home appliances, consumer electronics, computers, home furnishings, leisure and personal goods. We do not include revenue from returned items or cancelled orders. Net sales also include revenues generated from commissions from our marketplaces on sales by third-party sellers selling products on our sites and application. We launched our first marketplace in France in 2011 and marketplace revenues represent an improving portion of our total net sales. Our goal is to expand marketplace business significantly in the coming years, including the expansion of our fulfillment services to marketplace sellers for a fee, as well as other services (marketing, financial and transportation services), which should contribute to our net sales. In addition, we generate revenue from shipping, extended warranties, advertising sales, data monetization, e-commerce services provided to third parties, fees collected from customers using our customer service call centers and commissions from services offered to our customers through multiple partnerships (mobile, travel, ticketing, etc.). Net sales are primarily driven by the evolution of the number of our active customers, the frequency with which customers purchase products from our sites as well as average order value. Net sales are also impacted by incentive and discount offers we include on products sold from our direct sales sites. These include percentage discounts applied to current purchases, inducement offers for future discounts subject to a minimum current purchase and other similar offers. Revenue from product sales is recognized when the control of the goods or services have passed to the customer, regardless of when the payment is made. Revenue from services is recognized once the service is rendered. We measure revenue at the fair value of the sale or commission price received or receivable, accounting for the terms of payment and excluding taxes and duties. Relating to Cnova’s strategy to strongly develop its marketplace, net sales growth is also impacted by its increasing GMV share since only the commissions of marketplace orders are included in net sales. 1 Like-for-like figures exclude CChezVous, Carya, Géant and Cdiscount Energy 2 Source FEVAD (Fedération du e-commerce et de la vente à distance) 15 Net sales amounted to €1 197m in FY23, a -29,6% reported decrease compared to 2022 and a -24,0% decrease on a like-for-like basis. Net sales evolution has been impacted by business shift towards commission-based activities, as Marketplace GMV share grew by +8,5pts vs. 22 up to 60,0% in FY23 and B2C services revenues performing very well by +21,6% vs. 22, mostly driven by growing Travel revenues (+20,2% vs. 22). Octopia B2B revenues increased by +21,9% vs. 22, with Fulfilment-as-a-Service revenues growing by +35,7%, mainly with an increase in the number of parcels shipped for Fulfilment-as-a- Service clients. C-Logistics B2B revenues have increased by x4 vs. 22, at €15m in FY23, driven by the launch of its third party-logistic solution for a European sportswear company and an increasing number of shipped parcels for external clients (x4 vs. 22). Advertising services revenues have increased by +6,0% vs. 22, amounting to €75m in FY23. ♦ Cost of sales Cost of sales relates primarily to our direct sales business, including purchase price of products directly sold to customers, inbound shipping charges to our fulfillment centers and outbound shipping charges from our fulfillment centers to pick-up locations or directly to end customers, fees payable to pick-up locations, packaging supplies, gains related to discounts we obtain from our suppliers, costs associated with lost, stolen or damaged goods we receive and services trade. Shipping charges to receive products from our suppliers are included in our inventory and recognized as cost of sales upon sale of products to our customers. The change in cost of sales is primarily driven by the evolution of the number of orders placed by customers, the mix of the products available for sale on our direct sales sites and transportation costs related to delivering orders to our customers at the point of delivery they choose, including pick-up locations and postal addresses. Our cost of sales decreased by -36,1% in 2023 from €1 306 million to €835 million. It represented 69,7% of our net sales in 2023, compared to 76,4% in 2022. The decrease was mainly driven by the increased marketplace GMV share standing at 60,0% of Product GMV in FY23 (+8,5pts vs. 22) and the associated commissions. Advertising services represented 3,9% of Product GMV in FY23 (+0,8pt vs. 22). At the same time, direct sales revenues and related cost of goods sold decreased as a result of the strategic shift towards more marketplace. ♦ Operating expenses Our operating expenses are classified into 4 categories: fulfillment, marketing, technology & content, and general & administrative costs. Fulfillment costs Fulfillment costs are incurred in operating and staffing our fulfillment and customer service centers, after sales costs, payment processing costs and extended warranties. The costs related to operating our fulfillment centers include reception, warehousing and preparation costs, which include picking, packaging and preparing customer orders as well as payroll and related expenses. After sales costs consist primarily of preparing and resending products that are returned to suppliers or third parties to be repaired. Extended warranty costs include costs to third parties who repair or replace products for which we have sold an extended warranty. Fulfillment costs are primarily driven by the size of our operations. As our business evolves in size, we expect a corresponding evolution in fulfillment costs in absolute terms. As the size of our marketplace, where we provide fulfillment services for our sellers for a fee, is evolving, we expect variations in fulfillment costs related to warehousing capacity and payment processing, credit card fees, related transaction costs and warehousing costs. We also expect fulfillment costs to be driven by 16 headcount of our customer service centers which evolves to handle customer contacts that are also following the trend of our business. Fulfilment costs (excluding D&A) stood at 8,2% of net sales (-1,0pt vs. 22), improving by €23m compared to last year. Variable fulfilment costs (logistics, after sales and payment processing) have decreased mainly due to lower volumes in 2023 compared to last year. Fixed fulfilment costs were positively impacted by the Efficiency Plan and associated initiatives aiming at optimizing warehouse costs: improvement of productivity, simplification of the network and close monitoring of warehouses capacity to adapt to business levels. Since January 2023, warehouse capacities have decreased by 136k sqm (-25%). Marketing costs Marketing costs consist primarily of online and offline advertising, such as display advertising and search engine marketing, fees paid for third-party marketing services, costs related to the launch of new business activities and payroll and related expenses for personnel engaged in marketing. The change in marketing costs is primarily driven by the level of traffic we experience on our sites and the determination we make as to whether we need to attract traffic via paid marketing channels in order to grow and retain our customer base as well as our decisions regarding the volume of offline campaigns. Marketing costs (excluding D&A) represented 5,8% of net sales (-0,6pt vs. 22), improving by €19m compared to last year. Marketing costs were favorably impacted in 2023 by lower volumes compared to last year along with benefits from the Efficiency Plan. Acquisition marketing intensity has decreased from January 2023 to August 2023 and savings on media campaign and tools have been achieved. However, in late 3 rd quarter 2023, Cnova decided to boost its marketing investments to increase traffic and transformation notably for the peak season (Black Friday, Christmas, etc.), through initiatives such as investments in social media and Search Engine Advertising (SEA). Technology and content costs Information technology (IT) and content expenses consist primarily of IT infrastructure expenses and payroll and related expenses for employees involved in application, product, and platform development, category expansion, editorial content, purchasing (including expenses and payroll related to our overall purchasing activity), merchandising selection, systems support and digital initiatives. We expense IT and content costs as they are incurred and amortize development costs over time, including software used to upgrade and enhance our websites and applications supporting our business. Technology & Content costs (excluding D&A) stood at 6,3% of net sales (-0,9pt vs. 22), improving by €16m compared to last year, mainly impacted by the Efficiency Plan launched in the 2 nd quarter 2022, enabling Cnova to reduce its staff costs notably with the rationalization of Direct sales headcount while reinforcing Marketplace workforce, especially teams dedicated to Marketplace sellers’ support. General and administrative costs General and administrative expenses consist primarily of payroll and related expenses for management, including employees involved in general corporate functions (accounting, finance, tax, legal, and human resources), including our management incentive plans, as well as costs associated with use by these functions of facilities and equipment, such as depreciation expense and rent, and general labor costs. General and administrative costs also include management fees paid to our Parent Companies for shared services, such as accounting, finance, legal and human resources. We also include professional fees and litigation costs and other general corporate costs as general and administrative costs. General & Administrative expenses (excluding D&A) represented 3,2% of net sales (-0,8pt vs. 22). 17 FY22 was impacted by positive non-recurring items. Adjusted from these impacts, General & Administrative costs would improve by €4m vs. 22 (-8,1%) despite inflation, thanks to the Efficiency Plan. ♦ Other expenses Strategic and restructuring expenses In 2022, we had €13,0m of restructuring and strategic costs of which €4,7 million of head office restructuring, €5,6 million of provision for onerous contracts and €2,8 million of strategic fees (including fees in connection with the management control transformation plan). In 2023, we had €3,5 million of restructuring and strategic costs, of which €3,8 million conciliation costs, €1,9 million of head office restructuring and €2,3 million of strategic fees (including fees in connection with the management control transformation plan), offset by €4,5 million net gain on onerous contracts (provision reversal and reduction of lease liability). Litigation costs In 2022, we had a positive impact of €0,5 million of litigation costs mainly related to reversal of un unused tax provision. In 2023, the net positive impact of litigation amounted to € 1,5 million, of which €2,0 million related to an indemnity received by Octopia as a compensation for breach of contract. Impairment and disposal of Assets In 2022, we had €5,8 million of impairments of certain IT development costs at Cdiscount in relation to projects that are no longer used or have been replaced by new IT developments and €14,0 million of gain on disposal of Eureka assets to FLOA. In 2023, we had €22,6 million costs, of which €7,6 million loss cost of early termination of lease, €5,0 million loss on disposal of Carya, €3,8 million depreciation of investments in associates, €6,1 million impairments of certain IT development costs at Cdiscount in relation to projects that are no longer used or have been replaced by new IT developments and €0,4 million of other fixed assets write- offs. Change in scope of consolidation In 2022 and 2023, change in scope of consolidation includes amortization of fair value adjustments recognized in purchase price allocation for respectively €0,2 million and €0,1 million. ♦ Net financial income (expense) Financial income and expenses (net) consist primarily of revenue from cash and cash equivalents held by us, our interest expenses on cash pool, bank overdrafts, state guaranteed loan and other borrowings along with costs we incur related to the sale of receivables. On top of these financial expenses linked to our financing structure, we bear the cost of our 4X installment program for our customers. In 2023, more than 40% of Cdiscount GMV was paid by our customers through 4-installment payments (“the CB4X installment payment service”), with one upfront payment and three subsequent interest-bearing payments 30, 60 and 90 days after the initial payment. Under the agreement implemented in August 2015 between Cdiscount and FLOA Bank, Cdiscount fully transfers the credit risk of the installments related to this program in France to FLOA Bank. 18 Net financial expenses amounted to €-58m, improving by €15m compared to last year. This improvement was mostly driven by the decrease in GMV generated through 4-installment payment (“4X” or “CB4X”) in the first part of the year from 46,5% in the 1 st semester 2022 to 43,9% in the 1 st semester 2023, therefore reducing the risk profiles of those clients, leading to less financial costs related to the transfer of 4X receivables to Floa Bank. The increase in net financial debt and interests partly offset this positive impact. ♦ Income tax expense Income tax expense went up from €5,2 million in 2022 to €28,6 million in 2023 notably due a €26 million loss related to the change of recognition of the deferred tax concerning C-Logistics. ♦ Net result from discontinued activities The net profit from discontinued activities decreased from €0,8 million in 2022 (revised at constant perimeter) to €(3,7) million in 2023 mainly related to the negative impact of an additional provision on Via Varejo litigation, while 2022 result included a net positive result of CCV. 19 Cash-flows and working capital Our principal sources of liquidity have traditionally consisted of cash flows from operating activities, loans or cash received from our Parent Companies and, to a lesser extent, capital increases and proceeds obtained from short and long-term loans as well as financings from third-party financial institutions. Note 22 of our consolidated financial statements, included in this annual report, provides additional financial information regarding our liquidity and capital resources. The following table presents the major components of net cash flows for the periods presented: € millions Dec. 31, 2022 Revised (1) Dec. 31, 2023 Net cash from/(used in) continuing operating activities 46,9 (77,5) Net cash from/(used in) discontinued operating activities 8,6 (3,7) Net cash from/(used in) continuing investing activities (153,7) 102,1 Net cash from/(used in) discontinued investing activities 14,3 1,7 Net cash from/(used in) continuing financing activities 18,9 (25,2) Net cash from/(used in) discontinued financing activities (6,6) (1,1) Effect of continuing changes in foreign currency translation adjustments 0,0 0,0 Effect of discontinuing changes in foreign currency translation adjustments - - Change in cash and cash equivalents, net, at period end (71,5) (3,8) 1) 2022 Revised has been restated to take into account Carya activity as discontinued operations pursuant to its disposal in 2023 (see Note 1.1.5 of the Consolidated Financial Statements) We had net cash and cash equivalents of respectively €(58,1) million and €(54,3) million as of December 31st, 2023 and December 31st, 2022. Considering current financing facilities and continuous access to banks and credit card operators following the completion of the financial restructuring of Casino Group, we believe that our existing cash and cash equivalents together with cash generated from operations, and our existing financial resources and credit lines suffice to meet our working capital expenditure requirements for the next 12 months. Our additional cash needs may also be impacted by external events, see section 2.2. “Risk factors” as well as Notes 1 and 27 of the consolidated financial statements (refer to Note 1.1.2 (e) of the Consolidated Financial Statements). ♦ Cash From/(Used in) Operating Activities Cash used in operating activities was €(81,2) million in the year ended December 31 st , 2023 compared to €55,5 million in 2022, mostly due to change in working capital. Our cash flows and working capital fluctuate throughout the year, primarily driven by the seasonality of our business. At the end of December of each year, we experience high trade payables compared to the rest of the year following the peak sales volumes experienced in November and December associated with the end of the year shopping period in France (Black Friday at end- November followed by Christmas). In the first three quarters of each year, trade payables decrease due to seasonality leading to a cash balance reduction compared to the end of the prior year. In general, throughout the year, the levels of trade receivables and inventory remain stable relative to our net sales, the level of our payables with suppliers in days of sales may vary from period to period. 20 While Cnova EBITDA increased in 2023, cash used in operating activities was mostly impacted by a negative conjunctural change in working capital due to 2023 context. Our trade payables include accounts payable to suppliers associated with our direct sales business and operating expenses. Our trade payables amounted to respectively €(252,9) million and €(428,9) million as of December 31 st , 2023 and December 31 st , 2022. Negative change in working capital was mostly related by a €(176,0) million deterioration in trade payables impacted by both credit insurers guarantees reductions (contraction of their risk exposure towards Cnova) and earlier payments to suppliers, and to a lesser extent Cdiscount own offer GMV trend partly related to the increasing GMV share of the marketplace. Our trade receivables include accounts receivable to customers and suppliers. Our trade receivables amounted to respectively €92,7 million and €83,0 million as of December 31 st , 2023 and December 31 st , 2022. Change in working capital was negatively impacted by the increase of trade receivables by €9,7 million, mostly implied by stronger constraints from receivables factoring programs, including the reconsolidation of La Banque Postale for €(6,9) million. Our net inventories of products amounted to respectively €100,5 million and €145,9 million as of December 31 st , 2023 and December 31 st , 2022. Change in working capital was positively impacted by €45,4 million decrease in inventories of products driven by Cdiscount own offer GMV trend partly related to the increasing GMV share of the marketplace, as well as destocking, assortment rationalization initiatives and product mix evolution towards recurring products with higher rotation. Our inventories balance is gradually decreasing over time thanks to the increasing GMV share of the marketplace. Cash from operating activities in the year ended December 31 st , 2022, was €55,5 million, as adjusted for changes in operating working capital and other activities. Changes in working capital primarily consisted of a €195,4 million decrease in trade payables, a €67,9 million decrease in trade receivables, a €156,8 million decrease in inventories and a €14,6 million cash inflow from working capital change. ♦ Cash From/(Used in) Investing Activities Cash used in investing activities was €103,7 million in 2023 and was related to: o €155,2 million from changes in loans granted linked to Casino Finance agreement o €(63,3) million acquisitions of property, equipment and intangible assets – decreasing by €17,6 million vs. 2022 mostly benefitting from key rationalized investments on a fully integrated platform model towards Cdiscount marketplace and advertising services, and Octopia B2B solution (Efficiency plan) o €10,2 million mostly related to the remaining proceeds from the sale of CChezVous and Floa assets from 2022 and the proceeds from the sale of 1001Pneus in 2023 Cash used in investing activities was €(139,3) million in the year ended December 31 st , 2022 and was primarily attributable to €(153,4) million of change in loans granted, €(80,9) million acquisitions of property, equipment and intangible assets and €80,8 million mostly related to the proceeds from the sale of CChezVous and Floa assets. ♦ Cash From/(Used in) Financing Activities Cash used in financing activities was €(26,3) million in the year ended December 31 st , 2023 and was primarily attributable to o €45,4 million proceeds from loan received o €6,8 million change in financial debt mostly from an increase in SPV loan (inventories) o €(33,7) million repayment and interests on lease liabilities o €(43,7) million interests paid. 21 Cash from financing activities was €12,4 million in the year ended December 31 st , 2022 and was primarily attributable to €111,5 million change in financial debt, €(35,6) million repayment and interests on lease liabilities, and €(57,0) million interests paid. 22 Financial position € millions Dec. 31, 2022 Dec. 31, 2023 Free cash flows before financial expenses (33.6) (135.3) Net financial debt (372,5) (589,4) Group equity (448,0) (574,4) (1) Free cash flow before financial expenses = EBITDA – Capital expenditures + change in working capital and taxes – Other non-recurring items (2) Net Financial Debt = cash and cash equivalents + other current assets included in net financial debt (see Note 12) – current financial debt – non-current financial debt. ♦ Free cash flows Free cash flows before financial expenses over the last twelve months were €(135,3) million at December 31 st , 2023 compared to €(33.6) million at December 31 st , 2022, related to: • Operating profitability with a positive and increasing EBITDA at €81 million, +€28 million vs. 2022, benefiting from Cnova’s turnaround towards a profitable model focused on growing services revenues while overperforming the Efficiency Plan . • Capital expenditures, at €(62) million, improving by +€20 million vs. 2022, mainly thanks to the strategic decisions taken since 2022 within the framework of the Efficiency Plan aiming to adapt capital expenditures to the level of activity • Working capital conjunctural change of €(138) million, €(149) million vs. 2022, mostly due to the deterioration of trade payables driven by both credit insurers guarantees reductions (contraction of their risk exposure towards Cnova) and earlier payments to suppliers, and the deterioration of trade receivables mostly due to stronger constraints regarding receivables factoring programs. • Other non-recurring items, at €(16) million, stable vs. last year, relates to the cash impact of Other expenses (see Note 8) ♦ Net financial debt € millions Dec. 31, 2022 Dec. 31, 2023 Cash and cash equivalents 13.7 11,0 Cash pool balances with Casino (in other current assets) 155.5 0,0 Less net current financial debt (127.2) (183,6) Current net cash / net financial debt 42.0 (172,5) Less net non-current financial debt (414.5) (416,9) Net cash/(Net financial debt) (372.5) (589,4) Net financial debt went from €(372,5) million at December 31 st , 2022 down to €(589,4) million at December 31 st , 2023, an increase by €(217,0) million mostly due to a conjunctural negative change in working capital driven by both credit insurers guarantees reductions and earlier payments as well as and stronger constraints regarding receivables factoring programs, while the Group structural 23 profitability is consistently increasing thanks to Cnova’s business model transformation towards high- margin services together with the Efficiency Plan initiated in 2022, leading to an improvement of EBITDA along with savings in capital expenditures and financial costs related to 4-installment payments: greater EBITDA and lower capex and CB4x costs. ♦ Group equity Group equity went from €(448,0) million at December 31 st , 2022 to €(574,4) million at December 31 st , 2023, mainly due to a €(125.6) million net loss in 2023. 22 1.7 RESEARCH AND DEVELOPMENT Our research and development strategy are focused on enhancing our customers’ journeys and developing our Marketplace and CARS platforms, as well as focusing on key features for existing contracts for Octopia B2B and focusing on productivity for C-Logistics B2B, leveraging on Generative Artificial Intelligence. We incurred approximately €81,7 million and €62,3 million of research and development expenses in 2022 and 2023, respectively. 1.8 OUTLOOK In 2024, Cnova will accelerate its focus on profitable activities with investments targeting sustainable growth: • Strengthening customer loyalty, boosting traffic and attractivity, with Marketplace and Advertising services ramp-up while leveraging on Generative Artificial Intelligence to meet customers’ needs in terms of attractive pricing, product assortment and promotion intensity. • Pursuing its B2B activities revenues growth, while adapting to market trends to improve Octopia and C-Logistics B2B profitability. • Benefits from the full year effect of the Efficiency Plan to recalibrate its operational costs and capital expenditures launched in 2022 and additional measures taken in 2023 (especially early termination of logistic warehouses leases). Financing Cnova has secured the overall financing until 2025 (refer to Note 1.1.2(e) and 21 of the Consolidated Financial Statements) supported by the completion of the financial restructuring of Casino Group. Headcount Cnova expects no significant changes in headcount in 2024. 23 2. RISK MANAGEMENT AND RISK FACTORS 2.1 APPROACH TO RISK MANAGEMENT AND BUSINESS CONTROLS The Board of Directors (the “Board”) is responsible for reviewing the Company’s risk assessments and risk management policies, including financial risks, internal controls, its Code of Business Conduct and Ethics as well as related policies. The Board has in turn mandated the Audit Committee with the periodic oversight of the Company’s risk management program and providing periodic reports to the Board. As such, the Audit Committee assists the Board in monitoring (i) the Company’s systems of disclosure controls and procedures as well as its internal controls over financial reporting; (ii) policies relating to risk assessment and risk management; (iii) compliance with recommendations and observations of internal and external auditors; (iv) the role and functioning of the internal audit function; (v) relations with the external independent auditor, including, in particular, the appointment and retention of the auditor and the auditor’s independence, qualifications, remuneration and any non- audit services provided to the Company; and (vi) the Company’s compliance with legal and regulatory requirements as well as ethical standards adopted by the Company. In addition, the Company maintains disclosure controls and procedures designed to ensure that information required to be disclosed in reports is recorded, processed, summarized, and reported within the specified time periods. 2.2 RISK FACTORS i) Risks related to our business and industry We may experience significant fluctuations in our operating results and rates of growth, and may be unable to maintain our growth, meet our expectations or achieve our targeted financial results. We are not always able to accurately forecast our growth rate. Our sales and operating results may fluctuate for myriad reasons. We base our expense levels and investment plans on sales estimates. A significant portion of our expenses and investments is fixed, and we are not always able to adjust our spending quickly enough if our sales are less than expected. Therefore, our performance over time may be adversely affected and, in the short- to medium-term, we may be unable to achieve our projected GMV, revenue, EBITDA and capital expenditure targets. Our forward-looking performance targets are targets only and should not be relied upon to predict or forecast actual results or future events. Such targets are unaudited and reflect several assumptions that may not be borne out. Such targets, and the underlying assumptions, carry an inherent degree of uncertainty. If the assumptions upon which our targets are based prove to be inaccurate, growth rates may not be achieved and/or our performance may be less favorable than expected, which, in turn could have a material adverse effect on our business, financial condition and results of operations. The factors that could cause performance to fluctuate or cause us to fail to achieve our forward-looking performance targets include, among others: • our ability to retain and increase sales, attract, and retain new customers as well as attract and retain marketplace merchants and clients for turnkey marketplace solutions, and satisfy their demands; • our ability to offer products on favorable terms, manage inventory for our B2C business, and fulfill orders; • existing competition and the introduction of competitive stores, marketplaces, websites, products, services, or improvements; • changes in usage of the internet, e-commerce and electronic devices in the markets in which we operate or plan to operate; 24 • the success of our expansion, particularly of our B2B business and the success of the marketplace solutions offered by Octopia; • the timing, cost and effectiveness of expansion and upgrades of our platform infrastructure; • the extent to which we are able to finance our operations and planned growth; • the outcomes of legal proceedings and claims, which may include significant monetary damages or injunctive relief; • variations in our level of merchandise and vendor returns; • the extent to which we are able to offer competitive prices and provide other attractive benefits to our customers and maintain competitive levels of customer service; • our ability to deliver goods quickly and free of charge or on the basis of fees that are attractive to customers, including in comparison to our competitors; • factors affecting our reputation and/or the image of our brands; • the extent to which we invest in technology, fulfillment, and other expense categories and any increases in costs; • our ability to collect amounts owed to us when they become due; • the extent to which new and existing technologies, or industry trends, restrict advertising services or affect our ability to customize our advertising services efforts and service offerings; • the extent to which use of our platform is affected by spyware, viruses, phishing and other spam emails, data theft, computer intrusions, outages, and similar events; • the potential loss of an administrative authorization or license to operate one or several activities; • disruptions due to future pandemics, or from natural or man-made disasters, extreme weather, geopolitical events and security issues (including terrorist attacks and hostilities), labor or trade disputes, and similar events and • the other risk factors described in this annual report. If we are unable to manage our growth or execute our growth strategies effectively, our business and prospects may be materially and adversely affected. We have expanded our overall business, consumer traffic, employee headcount and operations in past years. Our numbers of active customers over the last twelve months and average monthly unique visitors reached 7.5 million and 17 million in full year 2023. We have developed an ambitious set of strategic goals to grow our business, which efforts will include expanding our B2C operations and growing our B2B operations. We intend to accelerate the growth of our footprint in the B2B market with our Octopia offering that we launched in 2021 and which consists of a platform that provides e-commerce websites with integrated and seamless access to technology, merchants, and products at an international level. As a part of these efforts, we will also seek to become a leader In Europe in logistics and expand our digital advertising and marketing offerings through our B2B SaaS turnkey marketplace solution (offered via Octopia), which offers marketplace services to international retailers and e-merchants and capture international B2C growth by bringing a marketplace solution to a myriad of websites, whether or not they are themselves marketplaces. As of December 31, 2023, Octopia has signed 32 contracts, of which 20 with international players. However, these developments represent relatively new services and/or expansion into additional geographic areas and market segments, such as B2B, in which, historically, we have limited 25 experience. In particular, our strategic goals rely in large part on the expected significant growth of Octopia, and the limited track record of Octopia makes it particularly difficult to model. We anticipate that these efforts will require expanding significant time and resources on marketing for our B2C business, pre-sales, and sales resources for our B2B business, supply chain management, fulfillment infrastructure and information technology (“IT”), capabilities, among others, as well as a strong focus from management and potential diversion of resources, which could impact our core activities and our operating results. We may be unable to expand our operations in a cost effective or timely manner and reach operational excellence expected by our marketplace merchants, suppliers, and customers. If Octopia, our new B2B business marketplace solution, is not favorably received, it could damage our reputation in the B2B business, and we may face challenges when addressing changing B2B client demands and preferences. We may have limited experience in our newer market segments and geographies, and our customers may not adopt our product or service offerings. In addition, profitability, in our newer activities may not meet our expectations, and we may not be successful enough in these newer activities to recoup our investments in them. As a technology driven business, expansion could require adding new hardware and software, improving, and maintaining our technology, systems, and network infrastructure, and hiring additional qualified IT personnel in order to improve and maintain our technology and properly manage our growth. As an e-commerce business that is diversifying to being a B2B digital technology-driven business, we are susceptible to various risks related to difficulties in managing systems and technology partners, differing technology standards and complexity involved with developing a standard marketplace solution that would require consistent efforts to improve and enhance the functionality, performance, reliability, design, security and scalability of out platform consistent with our merchants’ and clients’ evolving needs. We have made and are continuing to make investments in optimizing and localizing our customer experience, our fulfillment and IT infrastructure and the development of mobile applications. Our IT investment costs were €80 million for 2022 and €65 million for 2023. However, there is no assurance that these efforts will be sufficient to grow our business or revenues in relation to the costs we incur or at all. Failure to effectively upgrade our technology or network infrastructure to support our expected increases in traffic volume could result in unanticipated system disruptions, slow response times or poor experiences for customers. Failure to realize the benefits of amounts we invest in new technologies, products, or services could result in the value of those investments being written down or written off. If we are unable to manage our growth successfully, our business, financial condition and results of operations may be materially and adversely affected. We face intense competition and could fail to gain, or could lose, market share if we are unable to compete effectively. The e-commerce sector is highly competitive, and new entrants into the market may be attracted by the relative under-penetration of the online retail space in France and elsewhere in Europe compared to other markets. Customers have a broad range of retail choices online and offline, and we expect competition in e-commerce to continue to increase because the internet facilitates competitive entry, thereby enhancing the ability of smaller, new, or lesser-known entrants to compete. We currently compete and expect to increasingly compete with our main competitor Amazon, but also with: • French historic physical retailers benefitting from strong brands and developing their marketplace, with respect to some of our product categories, in particular small consumer electronics, such as mobile phones, cameras, and computers; cultural products, such as books and music, home appliances and home furnishings; • French, American and Asian pure generalist marketplaces with low prices, high marketing and traffic; 26 • French and European online specialist players and C2C (customer-to-customer) platforms with strong user experience. In addition to competition from established market participants, we could face competition from new e-commerce players that enter the French market or the other markets in which we operate, or seek to operate, as well as from consolidation of existing competitors or entrants spun off from larger competitors. We believe that our ability to compete depends upon many factors both within and beyond our control, including, but not limited to: • the price and quality of products and services we offer relative to our competitors; • the size, composition, and purchase frequency of our customer base; • our ability to offer a convenient, efficient, and reliable e-commerce shopping experience and retain customers through the quality of our website design, as well as our responsiveness and customer service; • the composition of our base of merchants, which also affects the price, quality, and selection of products available on our marketplace; • our speed and cost to deliver goods as well as the convenience of our delivery options relative to our competitors; • the number of products we feature on our sites; • our ability to anticipate or adapt to changing consumer preferences, in terms of product range as well as online user preferences in terms of technology; • our ability to source and distribute our products efficiently as well as manage our operations in a cost-effective manner; • our fulfillment operations and our ability to source and distribute our products efficiently; • our reputation and brand strength relative to our competitors; • our ability to provide convenient and appealing payment options, including installment payments; • our customer-friendly return policy and general terms and conditions; • the legal framework governing e-commerce activities, including provisions governing liability, data protection, payment regulation and supervisory oversight; and • the effectiveness of our advertising and marketing efforts to acquire new marketplace merchants and clients, suppliers, and customers. Some of our current competitors have, and potential competitors may have, greater resources, longer operating history, larger fulfillment infrastructures, physical store presence, greater technical, financial, and marketing capabilities, greater brand recognition, larger customer bases and wider reach or better economies of scale than we do. These factors may allow our competitors to derive greater net sales and profits from their existing customer base, acquire new customers at lower costs or respond more quickly than us to new or emerging technologies and changes in consumer preferences. For example, greater financial resources may allow some of our competitors to enter markets in which we currently operate or may operate in the future and gain market share by acquiring and consolidating local competitors or by supporting a high level of net results and free cash flow losses. In addition, our competitors may engage in more extensive site development efforts and undertake more far-reaching marketing campaigns, which may allow them to build larger customer bases or generate net sales 27 from their customer bases more effectively than we do. New market entrants may appear and some of our current smaller competitors may be acquired by, receive investment from or enter strategic relationships with well-established and well-financed companies or investors who would enhance their competitive positions. To compete more effectively, we may need to increase spending and/or lower our margins. However, slowdown in fund raising in 2022-2023 could lead to less favorable market conditions for our competitors. With the development of Octopia, we will face new competitors with more experience in providing technological solutions as the marketplace solutions market is expanding. Octopia provides multi-tier solutions including software licensing, consulting services, a large catalog of merchants and products, payment, and fulfillment solutions. We may have to compete with more specialized companies on each of Octopia’s value propositions. Furthermore, Octopia’s growth depends in part on our ability to continue generating strong e-commerce activity through Cdiscount. As a result, any risk with a material impact on Cdiscount, such as those described in this section, could impact the prospects of Octopia or the confidence of its clients in its solutions and thus adversely affect the growth of our B2B activity. New and enhanced technologies, including search, web and infrastructure computing services, digital content, mobile applications, and generative artificial intelligence (GenAI) could increase the intensity of the competition we face. Emerging technologies, such as the use of cloud computing to replace or supplement physical infrastructure, could also make it easier for competitors to enter our markets due to lower up front technology costs. We may not be able to compete successfully against current and future competitors, and these competitive pressures may materially and adversely affect our business, financial condition, and results of operations. Our failure to quickly identify and adapt to changing industry conditions may have a material and adverse effect on us. Online and offline retail businesses are subject to changing consumer preferences and industry conditions. This is particularly true with respect to products such as electronics or, for example, video games that are increasingly sold directly online by publishers, making our intermediary position between suppliers and customers unnecessary. We must remain ahead of emerging fashion, lifestyle, design, technological and other industry, and consumer trends and extend our activity in non-technical products such as home and furniture, sports and outdoors or home improvement. This requires timely collection of market feedback, accurate assessments of market trends and an understanding of industry dynamics. We depend on the merchants and other clients that use our marketplace and other B2B solutions, and in particular on their ability to make decisions regarding product selection, pricing, supplier selection, image and presentation and other factors that appeal to consumers, and we have limited influence over their choices. We must also maintain relationships with suppliers who are able to quickly adapt to changes in consumer preferences. See also “Risks related to our business and industry – We are dependent on the merchants and suppliers we select for our e-commerce business”. If we or our merchants cannot offer appealing products, our customers may purchase fewer products or stop purchasing products from us or on our marketplace, visit our websites or our mobile applications less frequently or stop visiting our websites or our mobile apps altogether. If we do not anticipate, identify, and respond effectively to consumer preferences or changes in consumer trends at an early stage, we may not be able to generate our desired level of product sales. Our reputation may also be negatively impacted. Failure to properly address these challenges may materially and adversely affect our business, financial condition, and results of operations. We are dependent on the merchants and suppliers we select for our e-commerce business. We seek to maintain good relations with our business partners, especially marketplace merchants and the suppliers for our direct sales business. As of December 31, 2023, we had approximately 670 active 28 suppliers for our Cdiscount direct sales business. In 2023, we had around 15,800 merchants that made at least 1 sale on our marketplace platform, out of which around 11,000 are still active at year-end (at least one active offer). As we seek to grow our business, we will need to increase our ability to source quality products on reasonable terms. In doing so, we face risks that our merchants and suppliers may: • cease selling products on terms acceptable to us. This risk may be heightened by our stock optimization strategy and by the decrease in guaranteed outstanding by credit insurers, impacting long-term negotiating power with suppliers; • terminate our relationships or enter into agreements with our competitors. This risk applies both to suppliers and merchants, as the latter may become less dependent on our platform as the number of alternative platforms available to sell marketplace products is growing; • fail to deliver goods that meet customer demands; • have economic or business interests or goals that are inconsistent with ours and take actions contrary to our objectives; • be unable or unwilling to fulfill their obligations, including their obligations to meet our production deadlines, quality standards and product specifications; • fail to expand their production capacities to meet our demands; • encounter raw material or labor shortages or increases in raw material or labor costs, which may impact our procurement costs; or • engage in other activities or employment practices that harm our reputation. We continuously work on merchants’ onboarding and experience to improve their satisfaction in order to attract and retain merchants with attractive product offerings. The success of our marketplace depends on continued demand for products that merchants are prepared to offer, which demand may shift over time due to perceived availability, subjective value, and consumer trends. We do not control the pricing and marketing strategies of our merchants. We also focus on maintaining key historical suppliers and trade terms; our growing marketplace may generate tension between our direct business and the marketplace, which could damage our relations and trade terms with our historical suppliers and major brands. Failure to maintain good relations with merchants and suppliers could negatively affect our ability to offer a quality customer experience, offer new products and attract other reliable business partners, which could have a material adverse effect on our business, financial condition, and results of operations. Due to French law, we do not have long term arrangements with most of our suppliers or merchants to guarantee availability of merchandise, particular payment terms, or the extension of credit limits. If our key suppliers or merchants were to stop selling or licensing products or services to us on acceptable terms, or to delay delivery, including as a result of bankruptcies, poor economic conditions, natural disasters, pandemics, disagreement on economic terms or for other reasons, we may lose customers and we may not have sufficient existing inventory to fulfill completed orders to our customers in a timely manner, or at all. In addition, in such circumstances we may be unable to procure alternatives from other suppliers in a timely and efficient manner and on acceptable terms, or at all. Certain suppliers may have us as their sole customer and marketplace merchants may depend solely or predominantly on their sales on our marketplace platform. Their respective businesses may be highly dependent on our commercial relationship. If a supplier is dependent on us, abusive termination of our commercial relationship may subject us to financial sanctions. For example, under French law, abuses of economic dependency are strictly prohibited and the French Competition Authority (Autorité de la Concurrence) and/or French courts may impose financial penalties on concerned 29 companies or entities. These events could negatively affect our reputation and our relationships with other suppliers. We may become subject to formal and informal reviews and investigations by governments and regulatory authorities in this respect to assess whether aspects of our operations violate competition rules. See also “Risks related to legal, regulatory and tax matters – Our operations are subject to a variety of laws and regulations, and we expect that the extent of regulation applicable to us and our operations will increase over time and that we will be subject to new laws and new regulations” and “Risks related to legal, regulatory and tax matters – We may become subject to additional laws or regulations or changes to existing laws or regulations, or changes in the interpretation of existing or new laws or regulations, any of which could impact the way we conduct our business”. Furthermore, in the event of bankruptcy of a supplier or merchant, we may not be able to recover any outstanding amounts such third parties owe us for rebates or for services rendered, such as preferred placement of their offers on our sites. These events could harm our reputation and have a material and adverse effect on our business, financial condition, and results of operations. We may also, as matter of policy, elect to reimburse customers in the event of a merchant bankruptcy. As our marketplace business grows, the cost of this program will increase and could negatively affect out operating results. If we fail to retain existing customers or acquire new customers, our sales may suffer and our marketplace or B2B business may not grow as expected. The e-commerce sector is highly competitive, and to increase net sales and profitability, we must retain existing customers and continue to acquire new customers for our B2C and B2B offerings, both of which we aim to accomplish by offering a quality customer experience. To attract new B2C customers, we must appeal to, and acquire, customers who historically have used other channels of commerce to purchase products and may prefer alternatives to our offerings, such as in store shopping, retailer’' own sites or sites of our e-commerce competitors. We believe that many of our new B2C customers originate from word of mouth and other non-paid referrals from existing customers, which is complemented by the awareness we seek to create through radio and television advertising and use of social media, including advertising using influencers. We must ensure that our existing customers remain loyal to continue to grow our business. Our ability to retain existing customers is supported by our B2C customer loyalty program. For example, we offer our customers free next-day shipping on items other than heavy or bulky items at the address or pick-up point of their choice on our direct sales orders for an annual fee, through our Cdiscount à Volonté loyalty program (CDAV). However, if our efforts to create a quality customer experience and/or our customer loyalty programs are not successful, we may not be able to retain existing customers or acquire new customers to continue to grow our business. Retaining existing customers or acquiring new B2C customers may become more difficult and costly than it has been in the past. Increased customer service may include, among other things, faster delivery times, which could require additional or expanded distribution centers, increased level of assortment, increased efficiency of our sites and enhanced level of service provided by our customer care call centers, all of which could result in increased costs. Similarly, increased marketing efforts can be more costly. Customers’ loyalty also depends on prices, and we may lose customers to competitors on highly comparable products, such as technical goods from renowned brands. To achieve Octopia’s expansion, we need to create sales forces culturally and geographically close to B2B clients in main European markets (Germany, Spain, United Kingdom). As Octopia has limited experience in executing long-term contracts, we may fail to satisfy our B2B clients over time. Our ability to retain and attract the best merchants is key to retaining and attracting Octopia clients, who expect to have the best offers in their market at best price and the best quality of service. In the future, as we expand our Octopia turnkey solution, we may become dependent on marketplace clients. However, we may not be able to meet these clients’ expectations in providing a reliable and secure technological 30 platform. We may also be unable to rapidly identify market expectations to create a standardized solution and optimize time-to-market for our solutions. We may fail to reach operational excellence or be unable to provide fully scalable solutions or the high service quality expected from B2B customers. Failing to acquire sufficient new B2C or B2B customers, or failing to do so in a cost-effective manner, could adversely affect our financial results. Moreover, failing to retain existing customers, or not maintaining average order value levels, could result in pressure on our revenue base and margin, our net income may stagnate or decrease, and our business, financial condition and operating results may be materially and adversely affected. The success of our business depends on strong brands, which we may be unable to maintain or enhance, and which could be adversely affected by customer complaints or negative publicity. We believe that our Cdiscount, Octopia, Cdiscount Advertising, C-Logistics, Peaksys, Baleen and Cdiscount Voyages brands contribute significantly to the success of our business. We also believe that enhancing the Cdiscount brand is critical to maintaining and expanding our base of customers, suppliers, and marketplace merchants and clients. Maintaining and enhancing our brands depends in large part on our ability to: • create and maintain a convenient and reliable customer experience as preferences evolve and as we expand into new products and new business lines; • increase repeat purchases by customers; • increase purchases by mobile application users; • provide high-quality customer services, including maintaining dedicated customer service teams; • provide a reliable, trustworthy, and profitable market to our suppliers, and marketplace merchants and clients; • offer products of sufficient quality at competitive prices; • manage new and existing technologies and sales channels; • increase website awareness among existing and potential customers through marketing and promotional activities; • assure our customers of the security of our websites and mobile applications for online purchases; • provide efficient and reliable delivery options through our logistics offerings; and • provide secure and comprehensive payment services. Increasingly, customer views of our brands also depend on public perception of our platform as contributing to sustainability. See also “Risks related to legal, regulatory and tax matters – We are subject to increasingly stringent environmental regulations.” Maintaining and enhancing our brands may require making substantial investments, adapting our strategy to new trends in the market, lowering the prices of our product offerings and shipping charges, and these efforts may not be successful. If we fail to promote and maintain our brands or if we incur excessive expenses in this effort, our business, financial condition, and results of operations may be materially and adversely affected. Furthermore, our brand may be adversely affected if our public image or reputation is tarnished by negative publicity. Customer complaints or negative publicity about our sites, product offerings, services, delivery times, customer data handling, commercial pressure, security practices, the working 31 conditions of our employees (or those of the employees of any of our subcontractors or suppliers) or customer support could harm our reputation and diminish consumer use of our sites, and consumer, vendor, and marketplace merchant confidence in us. In addition, despite our monitoring efforts and action plan, the level of customer service perceived by our customers for marketplace products is significantly lower compared to products in our direct sales business, which we believe is due to longer delivery times or lower quality of service associated with marketplace sales and which could adversely impact the perception of our brands generally. In particular, with respect to Octopia, being able to maintain a high level of quality in our product catalogue is key for expanding Octopia’s operations by retaining and attracting new clients. Lower quality of service or a less attractive product catalogue will diminish Octopia’s value proposition to its clients, which is based on the combination of technology and product offering. Poorly adapted technology, technical difficulties, or merchants’ dissatisfaction could have a negative impact on Octopia’s brand perception from merchants and from future clients. We also may face challenges to impose Octopia brand at an international level, as it will not be supported by a well-known brand as it is in France with the Cdiscount brand. Furthermore, certain brands are important in driving traffic to websites. Although we believe we have good relationships with these brands’ owners, any deterioration in these relationships or in consumers’ perceptions of the brand image or the quality of the products associated with them could be negative for us, particularly if we or our marketplace merchants are unable to offer these brands to our customers or can only offer them on less favorable terms. If we are unable to maintain or enhance our brand image, if our brand image is damaged by negative publicity, if our brand is not accepted by consumers or if we are unable to improve customer perceptions of our marketplace products, our overall reputation may be negatively affected. A diminution in the strength of our brands and reputation could have a material adverse effect on our business, financial condition, and results of operations. Dissatisfaction with our customer service could prevent us from retaining customers. A satisfied and loyal customer base is crucial to our continued growth. As an e-commerce retailer, we do not have face-to-face contact with our customers, so our ability to maintain continuous customer relationships depends on the quality of the online customer experience we are able to offer, from browsing the product catalogue to checkout and after-sale service. Strong customer service is required to ensure that customer questions and complaints are addressed in a timely manner and to the customer’s satisfaction. We respond to customer requests and inquiries through e-mail and our toll- free hotline. Any actual or perceived failure or unsatisfactory response by our customer service personnel could negatively affect customer satisfaction and loyalty. Our inability to retain customers due to a lack of satisfactory customer service could have a material adverse effect on our business, financial condition, and results of operations. Restrictions on, or an inability to timely deliver, marketing communications or changes in the processes of search engines could adversely affect our business. Our business partly depends upon email, SMS messages, in-app push notifications and direct phone calls for promoting our sites, product offerings and services, and we also send promotional emails to consumers in our customer database. Actions by third parties to block, impose restrictions on or charge for the delivery of emails or other messages could materially and adversely impact our business. From time to time, internet service providers or other third parties may block bulk email transmissions or otherwise experience technical difficulties that result in our inability to successfully deliver emails or other messages to customers. Changes in laws or regulations that limit our ability to send such communications or impose additional requirements upon us in connection with sending such communications could also materially and adversely impact our business. See also “Risks related to legal, regulatory and tax matters – Our operations are subject to a variety of laws and regulations, 32 and we expect that the extent of regulation applicable to us and our operations will increase over time and that we will be subject to new laws and new regulations.” Our use of email and other messaging services to send communications about our sites, product offerings and services or other matters may also result in legal claims against us, which may cause us increased expenses and, if successful, might result in fines and orders with costly reporting and compliance obligations or could limit or prohibit our ability to send emails or other messages. In addition, changes in how webmail applications organize and prioritize email may reduce the number of our emails being opened, including if our email messages are delivered to “spam” or similar folders. We also use social media services to send communications and create a community of customers around our brands. Changes in the terms of use of social media services that would limit our ability to send promotional communications or our customers’ ability to receive communications, disruptions or downtime experienced by these services or decline in the use of or engagement with social media by customers and potential customers could harm our business. In addition, a portion of the organic traffic to our sites is generated through search engine optimization (“SEO”). Our SEO techniques have been developed to work with existing search algorithms used by the major search engines. However, major search engines may modify their search algorithms, and changes in these algorithms could cause our sites to receive less favorable placements, which could reduce the number of users who visit our sites. In addition, sites must comply with search engine guidelines and policies. These guidelines and policies are complex and may change at any time. If we fail to follow such guidelines and policies properly, search engines may rank our content lower in search results or could remove our content altogether from their results. If we are listed less prominently or fail to appear in search result listings for any reason, the number of visitors to our sites could decline. Furthermore, customer preferences are evolving, and we may face the need to alter our engagement tools to ensure better customer experiences, which may result in the expenditure of significant financial, managerial, and operational resources. Any decrease in the number of visitors to our sites, or failure to quickly adapt to customers’ changing demands may adversely impact our reputation, business, financial condition, and results of operations. We may face reputational and other risks related to the widespread use of social media. The considerable expansion in the use of social media has led to a corresponding significant increase in image and reputational risks. Social media constitutes a powerful tool for e-commerce platforms such as ours as it encourages customers to share their experiences, their opinions and other commentary to form a sense of community. In December 2023, we reached approximately 6 million subscribers on our commercial social media accounts (Facebook, Pinterest, Twitter, Instagram & TikTok), including 1.13 million subscribers on the “Cdiscount Maison” accounts, 0.75 million subscribers on the “Cdiscount Gaming” accounts and 0.67 million subscribers on the “Cdiscount Voyages” accounts. The speed with which social media communications can be shared and commented upon poses risks, and even communications that we have initiated may spread or evolve in ways that are beyond our intention or control. Our messages, and our reputation more broadly, may be compromised by complaints, negative messages, or false claims, anonymous or otherwise, or may be coopted by individuals or organizations whose views we do not support or condone, all of which could diminish the effectiveness of our communications and damage our reputation. Additionally, allegations, directly or indirectly against us, may be posted in internet chatrooms or on blogs or websites by anyone, whether or not related to us, on an anonymous basis. Consumers value readily available information concerning retailers, manufacturers, and their goods and services and often act on such information without further investigation or authentication and without regard to its accuracy. Although we have put in place policies and tools to monitor our social media presence, these policies and tools may be ineffective at limiting the impact of negative messages or false claims about us, and we may be 33 unsuccessful in having such messages removed by the operators of social media sites, in a timely manner or at all. If we are unable to adequately monitor our social media presence and communications, or if we are the subject of unfavorable campaigns or messages, our reputation and brands may be harmed and our business, financial condition and operating results may be adversely affected. We may not live up to the expectations of merchants, clients, suppliers, customers, and other stakeholders in respect of corporate responsibility and sustainability. We look to strengthen our relationships with our customers, clients, suppliers, merchants, employees, investors, and the communities in which we do business, in part through responding to their increasing expectations and engaging them regarding environmental stewardship, social responsibility and governance. We do so at a time when new structural consumption trend arises, calling to question the consumption model, which is a factor hardly measurable and strengthen by adverse geopolitical and macroeconomics conditions and may lead to model changes and mutation in our stakeholder’' behaviors. Consumers’ preferences are shifting towards responsible products (second-hand, refurbished, easy-to-repair, reusable, traceable, locally made products) and services, which may significantly highlight our ability to adapt our offer and proposition value to customers. In addition, significant stakeholders focus on these ESG principles, across industries and jurisdictions, as measured by a range of environmental, social and governance, or ESG, metrics, while disclosure requirements and expectations grow. Among our numerous actions regarding ESG, we continuously develop and promote our "more sustainable” offer (energy-efficient and more repairable products, products certified by recognized labels, Made in France and refurbished products), which now accounts for 17,1% of Cdiscount’s product sales in 2023, increasing by 3.9 points compared to 2022. We also contribute to carbon-neutrality in transportation for all our deliveries and returns for Cdiscount.com, thanks to strong and continuous commitment to reduce GHG emissions (increase of bulk loading for light parcels, increase of the share of parcels shipped without void, increase of the share of low carbon last-mile deliveries) and sequestration of residual emissions with the endowment fund “Plantons pour l’Avenir”. However, our ESG practices may not keep up with market expectations. Our corporate responsibility and sustainability efforts may fall short of expectations, which could adversely impact our reputation and potentially cause loss of customers, suppliers, merchants and/or employer attractivity. Adverse geopolitical and macroeconomic conditions in France and EMEA, as well as their impact on supply and consumer spending patterns could adversely impact our operating results. Our business is highly dependent on our operations in France, and to a lesser extent on other countries in EMEA where Cnova operates or plans to operate. For 2023, approximately 95% of our net sales were generated from our operations in France. In France, Europe and globally, unfavorable economic conditions such as high inflation, increase in interest rates, including their impact on the availability of consumer credit and levels of consumer spending, particularly spending on home appliances, consumer electronics, mobile phones, computers, and home furnishings, may negatively impact our business. Given the nature of our business (consumer non-food spending, which can be viewed as discretionary items), our e-commerce activity is particularly affected by macroeconomic downturns. Some of the factors adversely affecting consumer spending include levels of unemployment, consumer debt levels, changes in net worth based on market changes, changes in home values, fluctuating interest rates, credit availability, government actions and regulations, fluctuating fuel and other energy costs, fluctuating commodity prices, consumer confidence and general uncertainty regarding the overall future economic environment. Reductions in credit availability and/or more stringent credit policies practiced by us 34 and/or companies offering consumer credit may significantly reduce consumer expenditure and available financing, particularly in the lower income classes that may have relatively less access to credit compared to higher income classes, which may negatively affect our sales. These same factors may also impact the financial condition of merchants and their ability or continued willingness to use our marketplace and, going forward, our marketplace clients. The ongoing geopolitical tensions with China, developments of the war in Ukraine and Israeli- Palestinian conflict may heighten worldwide tensions on supply chain, extend shipping lead time between China and the EU, and increase our transportation and last mile delivery costs as freight transport and oil prices have already surged. International geopolitical and economic repercussions of international tensions and conflicts may have negative consequences on our supply capacities and costs, and affect our customers’ buying power, as fuel prices increase, which may negatively affect our sales. Although we have little exposure in these war zones, these crisis situations may impact neighbor countries where some of our suppliers’ manufacturing sites are located, as eastern European countries and Turkey. Other unfavorable geopolitical and economic conditions in markets in which we currently operate or may operate in the future could reduce consumer spending, negatively affect net sales, have a material adverse effect on our business, financial condition, and results of operations, and negatively affect our ability to implement our growth strategies in France and at an international level. Any future pandemic, or other public health emergency, could materially affect our business, liquidity, financial condition, and operating results. In March 2020, the World Health Organization declared the COVID-19 outbreak to be a global pandemic. In response to the rapid spread of COVID-19, authorities across the globe implemented restrictions on social and commercial activity to slow the spread of the pandemic, such as travel bans, stay-at-home orders, and shutdowns of businesses. France faced various shutdowns, and notwithstanding public vaccination programs, various restrictions remain in place in France and across Europe. Mitigation measures have impacted, our workforce, operations, marketplace merchants, suppliers for our direct business and customers, and demand for our products and services. For example, the pandemic disrupted global supply chains, including many of our suppliers, as factory closures and reduced manufacturing output impacted inventory levels, exacerbated by surging demand for products. Mitigation efforts to contain any new pandemic, or other public health emergency, may disrupt our third-party business partners’ ability to meet their obligations to us (including, for example, due to disruptions of global supply chains arising from increased consumer demand, container shipping delays and pandemic-related restrictions), which may negatively affect our operations. These third parties include our suppliers and logistics providers. For example, during the peak of the COVID-19 crisis, we faced limited quantities of certain in-demand products (such as consumer electronics), as well as minor disruptions to downstream logistics due to short-term interruptions affecting package carriers and the temporary closure of pick-up points. As we expand the geographic footprint of our operations, we may incur higher shipping costs due to various surcharges by third-party delivery agents on retailers related to the increased shipping demand that could result from any future pandemic outbreaks. Efforts to mitigate any future outbreaks through social distancing measures, enhanced hygiene measures, increased use of personal protective equipment and health testing at our warehouses and other facilities, as well as other steps taken to protect the health, safety and financial security of our employees, may result in other negative effects on our operations, including increased costs, reduced efficiency levels or labor disputes resulting in a strike or other work stoppage or interruption. Economic uncertainty could arise from a new pandemic, or other public health emergency, and could lead to disruption and volatility in the global credit and capital markets, which could increase the cost 35 of and accessibility to capital. It also has caused significant economic slowdowns across major economics, including in France, which could be of unknown duration, could lead to increased unemployment, reduced discretionary consumer spending and a corresponding reduction in demand for our products. As an e-commerce operator, we are dependent on consumers continuing to make purchases online. Although we benefitted from increased sales, traffic and order activity during the COVID-19 pandemic as it appears to have accelerated the shift towards online commerce, it remains unclear whether this shift will be sustained in the longer term. Such increased demand may increase beyond manageable levels, may fluctuate significantly, or may not continue, including the possibility that demand may decrease as compared to or below pre-pandemic historical levels. Also, there can be no assurance that any future pandemic will have the same impacts and risks on our businesses. Any new pandemic, or other public health emergency, could materially affect the operations of our suppliers, logistics providers and customers, which ultimately could result in material adverse effects on our business, financial condition, and results of operations. Any significant event that would interrupt our IT systems and/or our logistics network could have material negative impacts on our processing time and our quality of service, may lead to loss of customers, suppliers or marketplace merchants and may potentially reduce our ability to sell during this period. Partial or total interruptions in continuous operation of our IT systems and/or our logistics network (including our warehouses and our upstream and downstream carriers) may occur as a result of circumstances outside of our control, including natural disasters as flood, storm, earthquake, fire but also power loss, telecommunications failure, acts of war, terrorism, computer disasters, physical or electronic break-ins, judicial injunctions, sabotage, work stoppage or similar events. Any interruptions in continuous operation of our IT systems and/or our logistics network (even interruption of the activity our main IT service providers, merchandise suppliers, carriers and marketplace merchants) may have a material adverse effect on our business and revenues. In particular, if such interruptions were to occur at a time when our warehouses are expected to have a high activity, such as during Black Friday sales or other highly promoted sales events that significantly contribute to our annual GMV and net sales, the impact on our results of operations could be exacerbated. Interruption in our IT service and systems is more detailed in the next paragraph. Any significant interruptions or delays in IT service or any undetected errors or design faults in IT systems could result in limited capacity, reduced demand, processing delays and loss of customers, suppliers or marketplace merchants and a reduction of commercial activity. Our reputation and ability to acquire, retain and serve our customers depend upon the reliable uninterrupted performance of our sites and the underlying infrastructure of the internet, including availability of our own systems as well as fixed line and mobile communications networks operated by third parties over which we have no control. Any interruptions in continuous operation of our sites may have a material adverse effect on our business and revenues. In particular, if such interruptions were to occur at a time when our sites are expected to receive heavy traffic, such as during Black Friday sales or other highly promoted sales events that significantly contribute to our annual GMV and net sales, the impact on our results of operations could be exacerbated. We are also dependent on the maintenance of reliable internet and communications networks with the sufficient speed, data capacity and security, as well as on the timely development of complementary products, to provide customers with reliable access to our sites. We also rely on third party email service providers, internet service providers, cloud computing service providers, and mobile networks to deliver our email and “push” communications to customers and our sites. We do not have control over these providers or networks. 36 We currently use two main data center hosting facilities, one in Paris and one in Bordeaux, France. The data centers simultaneously handle our global information systems and are substantially similar to one another in internal structure, such that in case of a system failure at one of our French data centers, we expect to be able to rely on the other. However, a failure may occur at both of our main data centers, and our back-up systems may not function properly. Any damage to, or failure of third-party communication networks or our data centers, whether due to system failures, computer viruses, physical or electronic break ins or other unexpected events or disruptions, could cause system interruption, delays, and loss of critical data, prevent us from providing our services on a timely basis or limit or prevent access to our sites and cause partial or complete shutdowns of our sites. In addition, we are expanding the use of Microsoft Azure for some new activities, such as our Cdiscount Advertising solution, and any disruption or failure of Microsoft’s solutions may negatively impact this activity. Failures to adequately optimize our data centers may result in excess or insufficient data center capacity, increased costs, and impairment charges, any of which could adversely affect our business. As we continue to add data center capability or add new businesses with different requirements, our data center networks will become increasingly complex and operating them will become more challenging. There can be no assurance that we will be able to operate our networks effectively. Similarly, the ability of our customers to access our sites and platforms depends upon the performance and reliability of the telecommunications and internet infrastructure in France and in other countries in EMEA. Our ability to provide a reliable and secured technological platform to potential Marketplace- as-a-Service clients will also depend on third-party partners, providers, and infrastructure worldwide. Any deficiencies, including a significant disruption in internet access or telecommunications networks may cause slow response times or otherwise impair our customers’ experience, which may in turn reduce traffic to our sites and significantly harm our business, financial condition, and results of operations. Similarly, persistent interruptions or delays in IT service or any undetected errors or design faults in our IT systems could damage our reputation. In addition, with our Baleen offer, which provides IT security solutions for websites, any interruption in our IT systems impacting Baleen clients like French institutions may have significant negative impact on our clients’ trust and relationship and our reputation. Our failure or the failure of third-party service providers to protect our sites, networks, and systems against security breaches or otherwise to protect our confidential information and that of our customers could damage our reputation and brands as well as substantially harm our business and operating results. As an e-commerce and B2B business, we depend on digital technologies, including information systems, infrastructure and cloud applications and services, including those of third parties to run the platform. We therefore count on the efficient and uninterrupted operation of numerous systems, including our computer systems and software, as well as the data centers through which we collect, maintain, transmit and store data on our customers, suppliers, marketplace merchants and clients, and others, including payment information and personally identifiable information, as well as other confidential and proprietary information. Because our technology systems are highly complex, they may be subject to failure. Moreover, because we collect, process, store and transmit large amounts of data, including confidential, sensitive, proprietary, and business and personal information, failure to prevent or mitigate data loss, theft, misuse, or other security breaches or vulnerabilities affecting our or our merchants’, clients’ and/or customers’ technology, products, and systems, could expose us and/or our merchants, clients, or customers to a risk of loss, disclosure, or misuse of such information. While we have developed systems and processes designed to protect the availability, integrity, confidentiality, and security of our and our customers’, suppliers’, merchants’, employees’ and others’ data, our security measures or those of our third-party service providers or vendors could fail and result in unauthorized access to, or disclosure, acquisition, encryption, modification, misuse, loss, destruction, or other compromise of, such data. If a compromise of such data were to occur, we may become liable 37 under contracts with other parties and under applicable law for damages and incur penalties and other costs to respond to, investigate and remedy such an incident. Sophisticated and deliberate attacks on, or security breaches in, our systems or infrastructure, or the systems or infrastructure of third parties or the cloud, could lead to unauthorized access to our systems, significant service disruptions, a partial or complete shutdown of our sites for a short or extended period, and corruption or misappropriation of assets, proprietary information and sensitive or confidential data. Such attacks could occur for the purpose of sabotage and financial blackmail (e.g., through spyware, ransomware, or spear phishing attacks) or to slow connection or make access to platform unavailable (e.g., via use of distributed denial-of-service attacks). We also are exposed to the risk of having infrastructure in our cloud platform hacked or attacked, which could cause significant service disruptions. Our cybersecurity measures may not detect or prevent all attempts to compromise our systems. As techniques used to obtain unauthorized access to or sabotage systems change frequently and may not be known until launched against us or our third-party service providers, we may be unable to anticipate or implement adequate measures to protect against these attacks. We have often been, and are likely again in the future to be, subject to these types of attacks. Moreover, our technology infrastructure may be subject to employee error, malfeasance or other unauthorized access to our systems and data. Our key employees and officers have access to sensitive confidential information relating to our clients and our business, such as insights about strategic developments and core technology. We have implemented various measures to protect such confidential data. However, in the event that competitors, third parties or the general public gain access to such confidential information in spite of our protective measures, whether intentionally or by accident, our market position and reputation could be materially weakened. Additionally, third parties may attempt to fraudulently induce, with social engineering techniques, employees or customers into disclosing sensitive information such as usernames, passwords, or other information in order to gain access to our or our customers’ data. If we are unable to avert future attacks or security breaches, we could be subject to significant legal liability and exposure to financial losses. We might, for example, be subject to: • operational disruptions; • increased costs to identify and remediate vulnerabilities or reconstruct lost data; • damage to reputation and commercial relationships; • ransom demands; • claims from customers, suppliers, financial institutions, payment card associations, employees, and others; and • claims or other sanctions from regulators. We may not have the resources or technical sophistication to anticipate or prevent various types of cyber-attacks. Cyber-attacks may target us, merchants on our marketplace, customers or other participants, or the telecommunications infrastructure on which we depend. A data breach or cyberattack could especially have a material effect on Cdiscount Advertising, which is based on trusted and secured data. Any compromise or breach of our security measures, or those of our third-party service providers, could result in us violating applicable privacy, data security and other laws, and cause significant legal and financial exposure, adverse publicity, and a loss of confidence by suppliers, merchants, or customers in our security measures, which could have an adverse and material effect on our business, financial condition, and results of operations. Even if we are successful in preventing security breaches, any perception by the public that online commercial transactions, or the privacy of user information, are increasingly unsafe or vulnerable to attack could inhibit the growth of online retailers and other online services generally, which, in turn, 38 may have a material adverse effect on our business, reputation, financial condition and results of operations. Any failure to adapt to technological developments or industry technological trends could harm our business. We must continuously improve and upgrade our technology systems and infrastructure in order to rapidly meet evolving consumer trends and demands as well as to improve the performance, features and reliability of our sites in response to competitive product offerings and services. The Company’s offerings, which can present new and difficult technology challenges, may subject us to claims if customers experience service disruptions or failures or other quality issues. In addition, the increasing use of mobile platforms in e-commerce, as well as the emergence of niche competitors who may be able to optimize product offerings, services, or strategies for such platforms, will require us to make new investments in technology. Any platform, apps, or other new technology we invest in, may not be successful, and we may face operational difficulties in the migration of systems, platforms, or technologies. Furthermore, user behavior in response to technological developments is rapidly evolving and we may lose customers if we are not able to continue to meet their mobile and multi-screen experience expectations. The variety of technical and other configurations across different mobile devices and platforms increases the challenges associated with the rapidly evolving mobile and technological environment. We have also implemented new automation and robotics technologies in our fulfillment centers. In addition, recent emergence of GenAI is currently redefining ways of working, ways to interact with our customers, and will eventually significantly transform the web and marketplace platforms. Challenges to quickly adapt our internal activities and customer experience to GenAI are key to maintain our position within the market. New and enhanced technologies, including search, web and infrastructure computing services, digital content, mobile applications, and generative artificial intelligence (GenAI) could increase the intensity of the competition we face. Emerging technologies, such as the use of cloud computing to replace or supplement physical infrastructure, could also make it easier for competitors to enter our markets due to lower up-front technology costs. If we are unable to keep up with technological developments or industrial technological trends and successfully implement them, our business, financial condition, and results of operations could be materially and adversely affected. Some of our software and systems contain open-source software, which may pose particular risks to our proprietary software and solutions. We use, and plan to continue using, open-source software in our software and systems. The licenses applicable to open-source software typically require that the source code subject to the license be made available to the public and that any modifications or derivative works to open-source software continue to be licensed under open-source licenses. From time to time, we may face intellectual property infringement claims from third parties, demands for the release or license of the open-source software or derivative works that we develop using such software (which could include our proprietary source code) or claims that otherwise seek to enforce the terms of the applicable open-source license. These claims could result in litigation and could require us to purchase a costly license, to publicly release the affected portions of our source code, to be limited in the licensing of our technologies or to cease offering the implicated solutions unless and until we can re-engineer them to avoid infringement or change the use of the implicated open-source software. In addition to risks related to license requirements, use of certain open-source software can lead to greater risks than use of third-party commercial software, as open-source licensors generally do not provide warranties, indemnities, or other contractual protections with respect to the software (for example, non-infringement or functionality). Our use of open-source software may also present additional security risks because the 39 source code for open-source software is publicly available, which may make it easier for hackers and other third parties to determine how to breach our sites and systems that rely on open-source software. Any of these risks could be difficult to eliminate or manage and could have a material and adverse effect on our business, financial condition, and results of operations. Our business would be adversely affected if we fail to operate our fulfillment centers effectively and efficiently. Fulfillment is essential to our ability to provide a high-quality service to our customers. At year end 2023, our fulfillment infrastructure consisted of a network of 9 warehouses (distribution centers) in France, with a combined total of 409 000 square meters, spread around three main regions (Paris, Lyon and Bordeaux), after a rationalization of -136 000 square meters during 2023. If we did not operate, manage and/or control our fulfillment centers effectively and efficiently, we could experience excess or insufficient fulfillment capacity, delivery delays, poor customer satisfaction or image perception, inventory shortages or high levels of out-of-stock products, an increase in costs or impairment charges and a reduction in our gross profit margin, excluding shipping cost. If we do not have sufficient fulfillment capacity or experience problems fulfilling orders in a timely manner, for example due to failure of mechanized equipment at a fulfillment center, or inefficiencies in the supply chain, or if certain products are out of stock, our customers may experience delays in receiving their purchases, which could harm our reputation and our relationship with our customers. In addition, processing customer returns and cancelled orders adds complexity to our logistics operations, which increases our costs and may adversely affect customer response times. An increase in customer requests to return products or cancel orders could materially impact our results of operations. We seek to improve our fulfillment and warehouse capabilities on an ongoing basis in order to support our activities in a cost-effective manner. From time to time, our commercial strategy may evolve, and we may change the mix of products that we offer, which may necessitate different fulfillment requirements. We must obtain or from time-to-time review licenses, authorizations and permits necessary to operate certain of our fulfillment centers in France. In the event that we are unable to obtain or renew these licenses, authorizations and permits or face the need to allocate time and resources needed to obtain any additional permits or licenses as may be introduced under applicable laws and regulations to maintain, operate and expand warehouse space, including in other countries where we may in the future expand our operations, our operations may be adversely affected. Moreover, we may be adversely affected to the extent government restrictions are imposed on the construction of warehouse space. Such restrictions were considered in France in 2020 and could again be considered and implemented. See also “Risks related to legal, regulatory and tax matters – We are subject to increasingly stringent environmental regulations.” In our operational activity, we are faced with a multitude of risks associated with the maintenance and operation of our warehouse space, including increasing costs of maintaining, obtaining insurance coverage, renovating and making improvements to our properties or potential access blockage, all of which could affect our ability to efficiently maintain and operate our fulfillment centers, which may adversely impact our B2B and B2C strategies and our business, financial condition and results of operations. We use third party couriers and postal services to deliver many of our orders. If these third-party providers fail to provide reliable delivery services, our business and reputation may be materially and adversely affected. We deliver orders mainly in France and also in several European countries through Octopia’s fulfillment solutions operated by C-Logistics, which relies on third party providers to procure transportation and last mile delivery and maintain agreements with several third-party courier and postal services to procure transportation and last mile delivery of smaller sized products to our customers in France and 40 other countries. For transportation of large and bulky items more than 30kg, we use C Chez Vous. We may also use third party service providers to ship products from our fulfillment centers to our network of pick-up points and arrange for home delivery services. Marketplace merchants may also use third party couriers if they do not use our fulfillment and delivery ecosystem, to the extent offered. Partial or complete interruptions of these third-party delivery services could prevent the timely or proper delivery of our products to customers. In addition, if our third-party delivery services fail to comply with applicable rules and regulations in the countries in which we operate, our delivery of orders may be materially and adversely affected. Delivery of orders could also be affected or interrupted by circumstances affecting individual delivery companies we hire, such as insolvencies or government action. This dependency also applies to Octopia’s fulfillment solution. This risk may increase in countries where we do not have as many couriers as in France or neighboring countries. If we do not deliver products to our customers in a timely manner or deliver damaged products, our customers may refuse to accept our products and become less confident in us. Certain products, such as apparel, may be especially sensitive to delivery delays given that they are often purchased in anticipation of a specific date. Other products, such as electronics and fast fashion apparel, have a limited shelf-life and become quickly outdated. If our orders are not delivered in proper condition or on a timely basis, our business and reputation could suffer. Our operations, and particularly our logistics and fulfillment infrastructure, may be subject to work stoppages or other labor disputes or disruptions. Certain of our operations, as well as those of third parties on which we rely, notably our fulfillment centers, logistics platforms and call centers, are labor intensive. Although we have not been subject to any significant strikes and we believe that we have a good working relationship with our employees, if our workers were to engage in a significant strike, work stoppage or other slowdown in the future, we could experience a disruption of our operations. Moreover, in exceptional circumstances, we could be forced by a court or pressured by public opinion to halt certain operations. Such disruption could interfere with our ability to fulfill orders or respond to customers on a timely basis and could have other negative effects, including decreased productivity and increased labor costs. In addition, national strikes or strikes, work stoppages or slowdowns experienced by our suppliers, the shipping companies we use, and other service providers could cause a delay in delivering products to our customers or otherwise materially adversely affect our ability to provide services. To the extent any of these events occur, our business, financial condition and operating results could be materially and adversely affected. In addition, the terms of any future collective bargaining agreements or similar agreements implemented by us, or our suppliers or service providers may also affect our competitive position and results of operations. We may face inventory risk in our direct sales business. Our direct sales business carries a broad selection and significant inventory levels of certain products and consequently is exposed to inventory risks because of seasonality, new product launches, rapid changes in product cycles, technology and pricing, defective merchandise, changes in consumer demand and consumer spending patterns. We endeavor to accurately predict these trends and avoid overstocking or understocking products we sell. Demand for products, however, can change significantly between the time inventory is ordered and the date of sale for many reasons, including as a result of seasonality, promotions, product launches, or unforeseeable events, such as in response to natural or man-made disasters, extreme weather, or geopolitical events. The acquisition of certain types of inventories may require significant lead time and prepayment, and they may not be returnable. Moreover, we may be unable to sell products in sufficient quantities or during periods of elevated retail activity in November and December, especially if global supply chains are disrupted. When we overstock products, we may be required to take significant inventory markdowns or write-offs and 41 incur commitment costs, which could materially reduce profitability. We may also be subject to employee misconduct related to inventory management. In the future, we may open additional warehouses and duplicate part of the inventory for our direct sales business that is stored at our current warehouses to increase our overall fulfillment efficiency as we grow our business. Failure to effectively manage our inventory risk, stock or restock popular products in sufficient amounts such that we fail to meet customer demand could have a material adverse effect on our business, financial condition, and results of operations. Our success depends in large part on our ability to attract and retain high quality management and key employees, and if we are unable to attract, retain and motivate well qualified employees, our business could be negatively impacted. Our success largely depends on the availability of and our ability to attract and retain high quality management and key employees. The continued and collaborative efforts of our senior management and key employees are crucial to our success and vision for the future, and any loss of senior management or key employees may materially and adversely affect our business, financial condition, and results of operations. We may face employee disengagement and increasing staff turnover, including key personnel. Our business requires skilled marketing and technical profiles, such as, among others, developers, data scientists and engineers, who are in high demand and are often subject to competing offers. Retention of qualified employees, historically critical in our industry, may now be rendered even more difficult by the effects of the dynamic job market, as personnel affection towards the company and social links between coworkers may dissolve and competition for skilled personnel from other industry players intensifies. In particular, the labor market for B2B digital solutions faces an inherently high turnover, which will most likely increase the tension in retaining key personnel and hiring the best talent. We believe our long-standing presence in Bordeaux, France is attracting other tech companies to the region, which increases competition for, and the risks of retaining, key personnel. The generalization of working from home due to the COVID-19 crisis has expanded competition for critical competencies throughout France, as tech companies based in Paris or other major French cities are now more likely to offer remote jobs, including to potential employees located in Bordeaux, where many of our highly skilled employees are based. The loss of even a few qualified employees, or an inability to attract, retain and motivate additional highly skilled employees required for the planned expansion of our business, could adversely affect our operating results, and impair our ability to grow. Misappropriation of money or products of the company by an employee or a third party could involve loss of revenues, damage our reputation, and have other significant negative consequences. In the ordinary course of business, we are exposed to the risk of theft of products during their transportation or while stored in warehouses. We carry insurance for theft of our products, but there can be no guarantee that the coverage limits of our insurance will be adequate to cover potential future claims. We may also from time to time experience a misappropriation of money at different levels of our business. Although we have put in place control mechanisms and systems to secure funds and merchandise, there can be no assurance that these controls and systems will be effective at discovering and preventing incidents of theft or fraud. Failure to handle thefts or misappropriation of funds effectively and efficiently could negatively affect our reputation and have a material adverse effect on our business, financial condition, and results of operations. We may be unable to prevent unlawful, non-compliant or fraudulent activities by merchants or customers and we could be liable for such fraudulent or unlawful activities. We may be unable to prevent merchants offering offensive or non-compliant products through our marketplace. Merchants may also send defective products, products of inferior quality or products that 42 are materially different from what was ordered to customers. In certain instances, we may reimburse customers for payments in these situations and, as we expand our marketplace business, the cost of reimbursing customers could increase and could negatively affect our operating results. We also may be unable to prevent merchants on our marketplace from selling goods in an unlawful manner without applicable licenses or permits from selling counterfeit, pirated, or stolen products or products that infringe the intellectual proprietary rights of third parties, or from selling products whose sale is otherwise restricted or prohibited. Moreover, many of our marketplace merchants use their own facilities to store their products and use their own or third-party delivery systems to deliver their products to our customers, all of which makes it more difficult to ensure that our customers receive the same quality of service for all products sold on our website. Our standard terms and conditions require suppliers to comply with applicable laws. Failure of our suppliers to comply with applicable laws and regulations and contractual requirements could lead to litigation against us. In addition, the failure of any such suppliers to provide safe and humane factory conditions and oversight at their facilities could damage our reputation with consumers or result in legal claims against us. Regardless of the validity of allegations or claims that we may face due to products sold, we may experience lost product sales or incur significant costs and efforts in defending against or settling such allegations or claims. If there is a successful claim against us, we may be required to refrain from further sale of the relevant products or pay substantial damages, and we may be unable to recover our losses from our suppliers. Regardless of whether we successfully defend against such claims, our reputation could be damaged. In addition, we could face civil or criminal liability for unlawful activities by merchants on our marketplace, as well as criminal liability for the introduction of dangerous or defective products on our marketplace. Any of the foregoing could have a material adverse impact on our reputation and business. We believe we have hosting status with respect to our French marketplace. As a result, we believe we would only be liable for unlawful activities by merchants on our marketplace after we have been notified of such activities and do not take any action to remedy the situation. See also “Risks related to legal, regulatory and tax matters – We may be subject to product liability claims if people or property are harmed by the products we sell, or that are offered through our marketplaces”. Furthermore, we face risks relating to customer claims that purchases or payments were not properly authorized or were transmitted in error, as well as risks that customers have insufficient funds and the risk of fraud. Our e-commerce operations may be subject to fraudulent activity by customers, including using stolen credit cards or other fraudulently obtained payment information. See also “Risks related to our business and industry – We are subject to payment-related risks, including fraud and unpaid receivables from B2C customers”. As we expand our Octopia turnkey solution, accountability for product offerings and end-customer transactions will be allocated between Octopia and its B2B clients as provided for by applicable laws and regulations. While we do not expect to be liable or at risk for acts of fraud in respect of transactions that are made through our B2B clients, we may nonetheless face responsibility in our role as a service provider or as future laws and regulations may evolve. Any of the foregoing could have a material adverse effect on our business, financial condition, and results of operations. As we grow our operations, the cost of remediating fraudulent activity could increase. We are subject to risks related to our ability to offer instalment payments (CB4X) to our customers. A substantial portion of our sales (around 43%) is paid for through instalment payments under arrangements with FLOA, formerly Banque Casino (known as CB4X), and a change to the terms of these agreements may adversely affect our operating results. In addition, instalment payments, such 43 as CB4X, are subject to specific laws and relations with which we are required to comply, including respect to publicity and disclosure to consumers. If these requirements were to become more cumbersome, customers may decide not to use installment payments and as a result, may spend less money with us or our marketplace merchants. More precisely, the conditions of the transposition of the new European Directive on consumer credits, which will be specified in the upcoming months by French legislators, may have material and adverse effects on our instalment payment activity. See also “Risks related to legal, regulatory and tax matters – Our operations are subject to a variety of laws and regulations, and we expect that the extent of regulation applicable to us and our operations will increase over time and that we will be subject to new laws and new regulations.” If any of these events were to occur, our business, financial conditions and operating results could be materially and adversely affected. We are subject to payment-related risks, including fraud and unpaid receivables from B2C customers. We accept payments through Cnova Pay, a company within the group which is subject to the French Prudential Supervision and Resolution Authority (ACPR) supervision (French bank and financial institutions regulatory authority). Cnova Pay additionally offers payment services for other marketplaces which are Octopia’s clients. Cnova Pay accepts customer payments using a variety of methods, including instalment payments, credit cards, debit cards, PayPal and similar services, wire transfers, our brand name cards and gift cards. As we offer new payment options to consumers, we may be subject to additional regulations, compliance requirements and incidents of fraud. For certain payment methods, including instalment payments and credit and debit cards, we pay interchange and other fees, which may increase over time and raise our operating costs and lower profitability. We are also subject to payment card association operating rules and certification requirements as well as rules governing electronic funds transfers, payment processing, including cross-border and domestic money transmission, anti-money laundering and counter-terrorist financing restrictions, which could change or be reinterpreted to make it difficult or impossible for us to comply with. If we fail to comply with the rules or requirements of any provider of a payment method we accept, among other things, we may be subject to fines or higher transaction fees and may lose, or face restrictions placed upon, our ability to accept instalment payments, credit and debit card payments or other types of online payments from customers. We may also incur significant losses from fraud or unpaid receivables, from a customer who did not authorize the purchase, from merchant fraud, from erroneous transmissions and from customers who have closed bank accounts or have insufficient funds to satisfy payments instalment payment. In addition to the direct costs of such losses, if they are related to credit card transactions or installment payments and become excessive, they could potentially result in our losing the right to accept credit cards for payment or increase our fees for the installment payment program. In addition, under current credit card practices, we are liable for fraudulent credit card transactions because we do not obtain a cardholder’s signature. We do not currently carry insurance against this risk. The implementation of the two-factor strong authentication in compliance with the EU Payment Services Directive could negatively impact our transformation rate, as issuing banks have the final say in the type of authentication they apply. To date, we have experienced minimal and decreasing losses from payment fraud, but we may face significant losses from other types of fraud. Our failure to adequately control fraudulent transactions could damage our reputation and brands and result in litigation or regulatory action, causing an increase in legal expenses and fees and substantial harm to our business, financial condition, and results of operations. Depending on how our business and our other merchant solutions evolve, we may become subject to additional laws in other jurisdictions where the application or interpretation of such laws and regulations is not clear. Our efforts to comply with these laws and regulations could be costly and result in diversion of management time and effort and may still not guarantee compliance. 44 We may be subject to risks of unpaid receivables from B2B customers. With the development of B2B activities such as for Octopia, C-Logistics, Peaksys, Cdiscount Advertising, we may incur significant losses from unpaid receivables from B2B clients. Developing such B2B activities requires reinforced credit management processes during initial discussion with prospects to carry out solvency checks, but also during the commercial relationships to follow billing progress, to monitor overdue receivables and initiate collection procedures. Failure to perform necessary credit management process with one or several B2B client(s) may negatively impact our cash positions and our operating results. In addition, increased level of unpaid receivables could translate into higher costs, including higher interest rates to carry working capital. We may from time to time pursue business acquisitions, sales, transfers, or enter into alliances, which could bring numerous risks and have an adverse impact on our business. In the future, we may from time to time acquire other companies, sell businesses or create alliances with other companies. These operations involve numerous risks, any of which could harm our business, including: • difficulties in integrating technologies, operations, existing contracts, and personnel of an acquired company; • difficulties in supporting and transitioning suppliers, if any, of an acquired company; • diversion of financial and management resources from existing operations or alternative acquisition opportunities; failure to realize the anticipated benefits or synergies of a transaction; • failure to identify all the problems, liabilities or other shortcomings or challenges of an acquired company or technology, including issues related to intellectual property, regulatory compliance practices, revenue recognition or other accounting practices or employee or customer issues; • risks of entering new markets in which we have limited or no experience; • potential loss of key employees, customers, and suppliers from either our current business or an acquired company’s business; • inability to generate sufficient net sales to offset acquisition costs; • additional costs or equity dilution associated with funding the acquisition; and • possible write offs or impairment charges relating to acquired businesses. If, in the context of any future acquisition, we fail to properly assess the merits of the acquisition target, incur costs that later prove to be unjustified, fail to integrate the acquisition into our business properly and in a cost-efficient manner, or incur liabilities that prove to be larger than anticipated, this could have a material adverse effect on our business, financial condition and results of operations. Moreover, merger control rules and antitrust limitations imposed by the EU, French, Dutch and other laws and regulations could negatively impact our business if such laws and regulations were to prevent us from expanding our growth through the consummation of mergers or acquisitions in certain categories. At the same time, if smaller players in our markets consolidate, this could increase the competitive pressure on our business due to an increase in such competitors’ economies of scale and a reduction in their operating costs. These developments could cause our business, financial condition, and results of operations to be materially and adversely affected. Exchange rate fluctuations may negatively affect our results of operations. While most of our revenues and operating expenses are currently incurred and denominated in euro, to the extent our revenues derive from non-core markets outside the Eurozone. As we expand our 45 operations in other countries, our results of operations could be adversely affected by a decrease in the value of the local currency relative to the euro. ii) Risks related to legal, regulatory and tax matters Our operations are subject to a variety of laws and regulations, and we expect that the extent of regulation applicable to us and our operations will increase over time and that we will be subject to new laws and new regulations. Laws and regulations applicable to e-commerce, as well as laws and regulations of broader applicability (including business conduct laws and regulations), are evolving at a rapid pace, and we expect that the pace of change will continue. Also, as we broaden our geographic footprint beyond France, we will be subject to laws and regulations that could differ significantly from jurisdiction to jurisdiction. Legislative and regulatory bodies, or self-regulatory organizations, with legal or regulatory oversight in the jurisdictions in which we operate may extend the scope of current laws or regulations, enact new laws or regulations or issue revised rules or guidance, in each case that touch on areas of our business. We currently are subject to EU laws of direct application (Regulations), national laws that transpose EU Directives and other national and local laws and regulations. Many of the initiatives in the European Union are focused on expanding and protecting the rights of consumers in the European Union. For example, we rely on the collection of personal data from our customers to effectively promote our sites, product offerings, services, and pricing practices (targeted vouchers). Through our advertising sales agencies, we use customer data, including personally identifiable information, to sell targeted advertising space to third parties. A variety of European, French, Dutch and other laws and regulations govern the collection, use, retention, sharing and security of consumer data and digital advertising, including, in France, Law No.78 17 of 6 January 1978, as amended notably by Law No. 2004 801 dated 6 August 2004 and Law No. 2018-493 dated 21 June 2018, or the French Data Protection Act, and Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016, on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (the “GDPR”). Laws and regulations relating to privacy, data protection, consumer protection and the digital advertising business are evolving and subject to potentially differing interpretations from one jurisdiction to another. However, some directives have aimed to harmonize consumer law at a European Union level. For example, Directive 2019/771 on certain aspects of contracts for the sale of goods has fully harmonized certain aspects of consumer law relating to sales contracts and guarantees for consumers at a European Union level. Member States had until 1 July 2021 to transpose the Directive and until 1 January 2022 to apply its provisions. Changes in these laws and regulations or their interpretation may force us to incur substantial costs or require us to change our business practices and may present challenges to our ability to collect customer data and promote our sites, product offerings and services through electronic communications and our online advertising sales agencies. Compliance with these laws and regulations is a rigorous and time-intensive process, and we may be required to put in place additional mechanisms ensuring compliance with the new data protection rules. If we fail to comply with any such laws or regulations, we may face significant fines and penalties that could adversely affect our business, reputation, financial condition, and results of operations. Considering the large volume of personal data processed and the types of processing operated (i.e., sales, marketing, and targeted advertising.) which are intrinsically linked with our e-commerce activity, we are particularly exposed to complaints from data subjects, to cyberattacks, and to controls from data protection authorities (i.e., the CNIL). 46 The GDPR imposes substantial fines for breaches and violations (up to the greater of €20 million or 4% of our consolidated annual worldwide gross revenue). The GDPR also confers a private right of action on data subjects and consumer associations to lodge complaints with supervisory authorities, seek judicial remedies and obtain compensation for damages resulting from violations of the GDPR. In addition, the GDPR increases the scrutiny of transfers of personal data outside of the European Union, to jurisdictions that the European Commission does not recognize as having “adequate” data protection laws. Recent legal developments in Europe have created complexity and compliance uncertainty regarding certain transfers of personal data from the EEA. These developments may challenge our ability to use the dominant United States’ solutions, which may negatively impact our activities. Regarding the transfer of personal data to the US, the European Commission adopted on June 10 th , 2023, an adequacy decision allowing, under certain conditions, the transfer of personal data to this country. This adequacy decision follows the Executive Order on “Enhancing Safeguards for United States Signals Intelligence Activities” signed by the President Biden and address the concerns raised by the Court of Justice of the European Union in the Schrems II decision of July 2020. Under this new trans-Atlantic data organizations subject to the GDPR (whether data controllers or processors) can now transfer personal data to certified organizations that have committed, annually and publicly, to adhere to this legal framework. For transfers to not certified US entities, we are still required to implement a transfer tool under Article 46 of the GDPR or to avail themselves of an exemption under Article 49 of the GDPR. This adequacy decision provides thus a framework for transfers to US. Nevertheless, such a decision may be amended, replaced, or repealed by a decision of the European Commission, if the level of data protection is no longer adequate. For this purpose, an initial review will take place in one year’s time from the above decision’s entry into force. During this review, the Commission will take into account all relevant developments observable in the United States (Article 45.3 of the RGPD). European, French, Dutch and other governmental authorities continue to evaluate the privacy implications inherent in the use of “cookies” and other methods of online tracking for behavioral advertising and other purposes. Such authorities have enacted legislation to regulate the use of cookies or are considering enacting legislation or regulations that could significantly restrict the ability of companies and individuals to engage in these activities, such as by regulating the level of consumer notice and consent required before a company can employ cookies or other electronic tracking tools. Existing EU Directive 2002/58/EC (12 July 2002), or the e-Privacy Directive, was amended by EU Directive 2009/136/EC (25 November 2009) and is proposed to be replaced by a Regulation concerning the respect for private life and the protection of personal data in electronic communications. Waiting for this Regulation, EDPB adopted on 14 November 2023 Guidelines 2/2023 on Technical Scope of Article 5(3) of the e-Privacy Directive. The aim is to provide a clear understanding of the technical operations covered by this Article 5(3), subject to consent, including new tracking methods. Depending on the final version adopted, the EDPB position could have an impact on the alternative methods envisaged at the end of third-party cookies for advertising targeting and possibly contextual advertising. At the same time, a voluntary initiative from the market, is proposed by Commissioner Reynders with the so- called “cookie pledge”. Additionally, some providers of consumer devices and web browsers have implemented means to make it easier for internet users to prevent the placement of cookies or to block other tracking technologies. The end of third-party cookies at least by Google is planned for the 2 nd semester of 2024 which could result in the use of third-party cookies and other methods of online tracking becoming significantly less effective. If a consumer uses an internet browser that automatically blocks all cookies, does not give consent to the use of cookies, or otherwise opts to not allow persons to track their browsing activity, our ability to effectively promote our sites, product offerings and services may be impacted. Further, restrictions on the use of cookies may impact our ability to make effective use of services that employ such practices, which could negatively impact our 47 business. The CNIL has in this respect adopted in 2020 new guidelines on cookies and trackers and have strengthened its control actions and is currently consulting stakeholders to further frame the use of tracking technologies such as pixels. On 17 December 2020, the Company has received a notification of control from the CNIL regarding the processing of activities operated on the website www.cdiscount.com, and more specifically the installation of cookies without the consent of internet users. We have provided the CNIL with detailed answers on our position (exemption from consent). On May 22 nd , 2022, we received additional questions related to one specific cookies (Adobe Analytics). On June 27 th , 2022, we have provided the CNIL with the technical answers needed on the application of the exemption from consent for this specific cookie. We are waiting for feedback from the CNIL since then. If the CNIL disagrees with our answers or considers that we were not compliant, we may receive a formal notice to comply, or an administrative sanction, which could be made public and impact our reputation. The most recent development regarding data law is the political agreement on the European AI Act and the raising concern of the CNIL concerning the processing of personal data in Intelligence Artificial projects. Alongside the European AI strategy (which aims at making the EU a world-class hub for AI and ensuring that AI is human-centric and trustworthy), the CNIL issued some recommendations and announced on January 23 rd , 2023, the creation of an Artificial Intelligence Department to strengthen its expertise on these systems and its understanding of the risks related to privacy. On May 16 th , 2023, the CNIL published an action plan on generative AI, the aim of which is to support the regulation of AI. On October 10 th , 2023, CNIL submits for public consultation its first practical information sheets on setting up learning databases for artificial intelligence systems in the development phase. In the near future, AI projects that we may develop may need specific thorough analysis, which could result in a potential increase of costs, risks of non-compliance and question our ability to develop such projects. The European Commission adopted in 2022 the EU Digital Services Act, which amends parts of Directive 2000/31/EC (8 June 2000), known as the e-Commerce Directive, and the EU Digital Markets Act. When applied as Regulations, they will have direct effect into EU Member States. In 2024, the Digital Services Act will, for example, provide for enhanced moderation obligations and transparency measures for online platforms, including algorithms used for recommendations, parameters used for targeted advertising, obligations in respect of traceability of merchants and enhanced safeguards for consumers. Interpretation of the DSA from national authorities may cause new competition distortions, especially with Very Large Online Platforms (more than 45 million of end users). The Digital Markets Act will apply to the biggest tech players, the so called “gatekeepers”, and should restore fair competition by imposing new obligations (e.g: interoperability) or interdictions (e.g: tying services) to gatekeepers. We are also subject to EU Regulation 2019/1150 on promoting fairness and transparency for business users of online intermediation services (20 June 2019), known as the P2B Regulation, which is designed to increase transparency of commercial relationships between businesses that provide goods and services online and the online platforms. This regulation aims to regulate the relationship between online intermediation services and their professional users. It prohibits certain unfair practices (end of sudden and unexplained account suspensions, obligation to set up clear and understandable general terms and conditions and prior notification in case of changes), requires platforms to set up an internal complaint handling system and to provide businesses with more options to solve a potential dispute, through specialized mediators and promotes greater transparency of online platforms. Thus, , rankings is more transparent. Marketplaces and search engines should indicate the main parameters they use to rank goods and services on their platform to help retailers understand how to optimize their presence. Since 1 January 2022, we are also subject to EU member state laws implementing Directive 2019/770 on contracts for the supply of digital content and services and Directive 2019/771 on contracts for the sale of goods. 48 The European Commission proposed, as part of its New Deal for Consumers, Directive 2019/2161 on better enforcement and modernization of EU consumer protection rules, which was to be transposed by EU member states by 28 November 2021 and applied from 28 May 2022. It amends four existing EU directives on consumer protection including the Directive 2011/83/EU of 25 October 2011 on consumer rights (the “Consumer Rights Directive”) which fully harmonized at a European Union level certain aspects of consumer law and contract law applicable to online sales to consumers, such as the right of withdrawal. Among other things, the Directive calls for greater transparency for consumers in online marketplaces (including mandating additional information to be provided to consumers that visit online marketplaces, price reduction announcements, the fight against fake consumer reviews), extending rights to individual remedies for consumers and implemented the application of effective and harmonized sanctions, mandating disclosure regarding search results that contain paid placements, and extending consumer protection for digital services (in particular, establishing clear rules to address the problem of dual quality of consumer products sold under the same brand in the EU). In addition, the Commission is conducting a fitness check on the consumer protection framework, to assess the necessity for a new regulation on deceiving online practices, the so called “dark patterns”. It should be noted that this new notion is spreading and is generating numerous initiatives, at EU level (a proposal to impose a withdrawal button online, a ban on dark patterns on platforms on art. 25 of the Digital Services Act, an European Parliament’s non biding report proposing to ban “addictive interfaces” based on personalization) or at French level (the Commission national de l’informatique et des libertés (“CNIL”), i.e., the French Data Protection Authority is considering forbidding to impose mandatory customer accounts for purchasing online). The European Commission has also proposed a Directive on representative actions for the protection of the collective interests of consumers (in effect to facilitate class actions). Directive 2020/1828 of the European Parliament and of the Council of 25 November 2020 on representative actions to protect the collective interests of consumers and repealing Directive 2009/22/EC, introduced a minimum harmonization of the laws of the Member States in this area and offers the possibility of introducing cross-border group actions. To date, France has not transposed the Directive 2020/1828. However, on 15 September 2020, France introduced bill n°3329 with the aim of reshaping the French class action regime and which, to a certain extent, coincides with the European Union regime of representative action. The French Parliament is currently examining a bill to extend the legal capacity to introduce class actions. Moreover, laws and regulations apply to installment payments, which we propose to customers as part of our CB4X payment plan, as these are considered to be loans under French and European law. In France, Law No. 2010-737 of 1 July 2010 on consumer credit reform, which transposes Regulation 2008/48/CE of the European Parliament and of the Council of 23 April 2008 (“Regulation 2008/48/CE”), imposes publicity and pre-contractual information requirements for customers who want to benefit from installment payments. Currently, loans of less than €200 and loans with a duration of less than three months for which the interest charges fall below a certain threshold are excluded from the scope of this law. Directive 2023/2225 on credit agreements for consumers and repealing Directive 2008/48/EC has been published the 18 th of October 2023, which will be applied in 2026. Depending on transposition in national law, changes may affect the installment payments we offer to our customers. The changes include, among others, imposing an assessment of creditworthiness for customers on the basis of their financial and economic situation, which could mean, for example, a systematic consultation of “FICP” files (National File of Personal Loan Repayment Incidents) or that customers may have to give proof of income to benefit from installment payments. As an indirect we may have to strengthen clients KYC. Depending on the transposition in national law, installment payments may become more cumbersome and less attractive to our customers, which could in turn affect our 49 operating results. The changing regulatory landscape is likely to require changes to our platform and operations and require the dedication of time and resources to ensure we are fully compliant. We are unable to predict the extent to which the changing regulatory landscape could prompt, or require, changes in our business model or prevent us, or our partners, from conducting certain e-commerce or other operations. Similarly, we are unable to predict the extent to which our growth strategy could be impacted by changes in the regulatory landscape, which could prevent us from effectively monetizing our platform or particular solutions. We also are subject to a range of business conduct, including competition and antitrust laws and regulations and international trade controls, which could apply to our own activities or to arrangements with marketplace merchants and clients, suppliers, or others. Any failure, or perceived failure, by us to comply with European, French, Dutch or other laws, regulations, industry self-regulatory principles, industry standards or codes of conduct, regulatory guidance, orders to which we may be subject or other legal obligations could adversely affect our reputation, brands, and business. We may be subject to actual or threatened claims, litigation, investigations, or other proceedings, including proceedings by regulators, law enforcement or other governmental or regulatory bodies. Any of foregoing could have an adverse effect on us due to resulting legal costs, disruption of our operations, diversion of management resources, negative publicity, or other factors. The outcomes of these matters are inherently unpredictable and subject to significant uncertainties. Determining legal reserves for possible losses from such matters involves judgment and may not reflect the full range of uncertainties and unpredictable outcomes. Until final resolution of such matters, we may be exposed to losses in excess of the amount recorded, and such amounts could be material. Should any of our estimates and assumptions change or prove to have been incorrect, it could have a material effect on our business, consolidated financial position, results of operations, or cash flows. In addition, it is possible that a resolution of one or more such proceedings, including as a result of a settlement, could involve sanctions, consent decrees or orders requiring us to make substantial future payments, preventing us from offering certain products or services, requiring us to change our business practices in a manner materially adverse to our business, requiring development of non-infringing or otherwise altered products or technologies, damaging our reputation, or otherwise having a material effect on our operations. Any of these events could compromise our ability to effectively pursue our growth strategy and may adversely affect our ability to acquire new, or retain existing, customers, suppliers, and marketplace merchants and clients, or otherwise harm our business, financial condition, and results of operations. We may become subject to additional laws or regulations or changes to existing laws or regulations, or changes in the interpretation of existing or new laws or regulations, any of which could impact the way we conduct our business. We may, over time, become subject to additional laws and regulations, changes to existing laws or regulations or changes in the interpretation of existing or new laws, which could impact the way we conduct our business, including result in restrictions on our operations, create new obligations for us, expose us to additional costs or potential liabilities, or otherwise adversely affect us. For example, our customers can pay for products on our sites in four installments (known as CB4X). These installment payment services are currently subject to limited formal requirements under applicable French consumer laws, and we deploy additional resources to monitor the changing legislative landscape and applicable requirements. If general consumer laws or consumer laws specifically related to e- commerce sales or the rights and protections of consumers purchasing online became more stringent, 50 these could require us to bear additional costs and operational constraints and limit our current promotional practices. Moreover, our relationships with suppliers are subject to regulation and changes to these regulations may affect us. In addition, with the increased focus on technology platforms and data, and calls for regulation, it is not clear how existing or future laws governing matters such as property ownership, libel, privacy, data protection, data security, network security and consumer protection may in the future apply to aspects of our operations such as e-commerce, digital content, web services, electronic devices, advertising and artificial intelligence technologies and services. Failure to comply with these obligations or failure to anticipate the application of these and other laws and regulations accurately could create liability for us, result in adverse publicity or require us to alter our business practices, which may cause our business, financial condition, and results of operations to be materially and adversely affected. We are subject to increasingly stringent environmental regulations. In the past few years, the number and scope of the environmental laws has been constantly expanding and will continue to accelerate. We may be subject to new regulations and the associated potential liability which may result of them. For example, we observe an increasing number of obligations in pre-contractual information and reinforced legal frame in environmental and societal allegations, which mainly impact our suppliers and sellers but may also impact us in reputation and cost, as we play a role of interface with the final customer. We are seeing other initiatives, such as increasingly stringent urban access regulations in major cities, including limitation of access for heavy duty vehicles and increased costs associated with obtaining such access, introduction of car-free days and low-emission zones and similar governmental action, all of which could affect our ability to serve our customers and potentially increase operating costs. The European Commission has issued several legislative proposals which will enhance information on the environmental footprint of products and strengthen the fight against green claims. These Regulation are currently under discussion by Council and Parliament: Proposal for a Regulation of the European Parliament and of the Council establishing a framework for setting eco-design requirements for sustainable products and repealing Directive 2009/125/EC, Proposal for a Directive of the European Parliament and of the Council amending Directives 2005/29/EC and 2011/83/EU for empowering consumers for the green transition through better protection against unfair practices and better information). At French level Law n° 2020-105 of February 10 th , 2020, relating to fight against the waste and circular economy and Law n° 2021-1104 Climate and Resilience Act of 22 August 2021 impose new obligations to distributors and marketplace in terms of pre-contractual information to consumers, extension of the obligation to recover consumer’s old products and collection by the marketplace of eco taxes of non-complaint third party sellers. Political sphere is increasingly involved in these topics, which brings new commitment programs and/or voluntary publications and numerous debates, as on the banning of free delivery or the display of the environmental impact of the delivery and may lead to new environmental regulations. Environmental laws and regulations become more stringent, which could require us to bear additional costs and operational constraints and could have a negative impact on our business. We may not be able to adequately protect our intellectual property rights or may be accused of infringing intellectual property rights of third parties. We regard our trademarks, service marks, copyrights, trade dress, trade secrets, proprietary technology, and similar intellectual property as critical to our success. We rely on trademark, copyright 51 and patent law, trade secret protection, confidentiality and/or license agreements and other methods with our employees, customers, marketplace merchants and clients, and others to protect our proprietary rights. Effective intellectual property protection may not be available in every country in which our sites, product offerings and services are made available. We may not be able to discover or determine the extent of any unauthorized use of our proprietary rights. Third parties that license our proprietary rights in the future may also take actions that diminish the value of our proprietary rights or reputation. The increased use of AI in our operations coupled with legal uncertainty on IP rights in training phase may also pose a risk. In addition, third parties have asserted, and may in the future assert, that we have infringed, misappropriated, or otherwise violated their intellectual property rights. For example, we have received in the past, and we anticipate receiving in the future, communications alleging that certain items posted on or sold through our sites violate third party copyrights, patents, marks and trade names or other intellectual property rights or other proprietary rights. Brand and content owners and other proprietary rights owners have actively asserted their purported rights against e-commerce companies, including Cdiscount. In addition to litigation from rights owners, we may be subject to regulatory, civil, or criminal proceedings and penalties if governmental authorities believe we have aided and abetted in the sale of counterfeit or infringing products. Such claims, whether or not meritorious, may result in the expenditure of significant financial, managerial and operational resources, injunctions against us or the payment of damages by us. We may need to obtain licenses from third parties who allege that we have violated their rights, but such licenses may not be available on terms acceptable to us, or at all. These risks have been amplified by the increase in third parties whose sole or primary business is to assert such claims. The protection of our intellectual property rights may require the expenditure of significant financial, managerial, and operational resources. Moreover, the steps we take to protect our intellectual property may not adequately protect our rights or prevent third parties from infringing or misappropriating our proprietary rights. The loss of our ability to use our intellectual property, or if we are unable to protect our property rights, whether due to the termination or breach of the relevant licenses by Casino, trademark claims, failure to renew the applicable registrations or otherwise, could cause substantial harm to our brands and/or result in a material and adverse effect on our business, financial condition, and results of operations. We may be unable to continue the use of our domain names or prevent third parties from acquiring and using domain names that infringe upon, are similar to or otherwise decrease the value of our brands, trademarks, or service marks. Our domain names are core to our business as they are the electronic doorway through which customers enter our online shopping environment and are key to our brand recognition. If we lose the ability to use one of our key domain names, whether due to trademark claims, failure to renew the applicable registrations or otherwise, we may be forced to sell our product offerings under a new domain name, which could cause us substantial harm, or cause us to incur significant expense in order to purchase rights to the domain name in question. Our competitors and others have attempted and may in the future attempt to capitalize on our brand recognition by using domain names similar to ours. Domain names similar to ours have been and in the future may be registered by others in France and elsewhere, which may impede our rights to use our trademarks. We have a policy of defending our trademarks and we conduct trademark clearance searches to secure our rights over many of our trademarks. However, we may be unable to prevent third parties from acquiring and using domain names that infringe on, are similar to, or otherwise 52 decrease the value of our domain names and brands. Protecting and enforcing our rights in our domain names may require litigation, which could result in substantial costs and diversion of management’s attention. Furthermore, the regulations governing domain names and laws protecting marks and similar proprietary rights could change in ways that block or interfere with our ability to use relevant domain names or our current brands. Regulatory bodies also may establish additional requirements or may allow modifications of the requirements for registering, licensing, holding, or using domain names. As a result, we might not be able to register, license, use or maintain our domain names in all the countries in which we currently conduct business or may conduct business in the future. In particular law No. 2020-1508 of December 3, 2020, on various provisions for adaptation to European Union law in economic and financial matters (known as DDADUE) contributes in particular to strengthening consumer rights and the supervisory powers of the DGCCRF that allow them to issue injunctions to search engine and hosting companies to dereference domain names of websites that present dangerous products to consumers. Employment laws in France are relatively stringent and their application in a more aggressive manner by the French state could negatively impact our activity. As of December 31, 2023, we had approximately 2,000 full time employees related to our continuing activities, almost exclusively based in France. In France, employment laws grant significant job protection to certain employees, including rights on termination of employment and setting maximum number of hours and days per week a particular employee is permitted to work. In addition, we are often required to consult and seek the advice of employee representatives and unions. These laws, coupled with the requirement to consult with any relevant employee representatives and unions, could impact our ability to react to market changes and the needs of our business. We may be subject to litigation, tax proceedings or regulatory proceedings which could result in significant liability. In the ordinary course of our business, we may be involved in a number of judicial, administrative, regulatory, criminal or arbitration proceedings, particularly regarding third party liability, competition, intellectual property, discrimination, tax, industrial or environmental matters. Claims for a significant amount may be made against us in connection with certain of these proceedings. Any corresponding potential provisions which we may make in our accounts may prove inadequate. In addition, it cannot be excluded that in the future, new proceedings, whether or not connected to existing proceedings, relating to risks currently identified by us or resulting from new or unforeseen risks, may be brought against us. Moreover, consumer class actions are now permissible in France, which is our principal market. If the outcome of these proceedings is unfavorable, it may damage the image of our brands and have a material adverse effect on our business, financial condition, and results of operations. We may be subject to product liability claims if people or property are harmed by the products we sell, or that are offered through our marketplaces. Some of the products we sell or that are offered on our sites through our marketplace activity are subject to regulation by consumer product safety and similar regulatory authorities. As a result, such products, as well as any other products, have been and could be in the future subject to recalls and other remedial actions. Products we sell for children are often subject to enhanced safety concerns and additional scrutiny and regulation, and marketplace responsibilities on these particular products could be increased as the European Parliament is currently discussing a new regulation on the safety of toys 53 and repealing Directive 2009/48/EC. We have an internal product safety and quality team, and from time to time, when appropriate, we voluntarily remove selected products from our direct sales and marketplace sites due to safety concerns even if there is no formal recall. Such recalls and voluntary removal of products can result in, among other things, lost sales, diverted resources, potential significant harm to our reputation and brand image, increased customer service costs and legal expenses, which could have a material and adverse effect on our business, financial condition, and results of operations. As a marketplace, we are not liable for damage caused by a merchant’s product. The Digital Services Act confirms this exemption from liability for marketplaces, which will nevertheless be required to take down illegal or dangerous products when notified and will have to be proactive in mitigating risks. The General Product Safety Regulation, which has been definitely adopted in June 2023 and will enter into force in December 2024, strengthens the framework of product safety guarantees on the European market and will reinforce our diligence obligations (e.g: consultation of the RAPEX before publication). The Product Liability Directive, which is currently under discussion, might extend liability rules to digital services, software, and secondhand products such as refurbished ones, and enhance fulfillment centers responsibilities in the absence of a manufacturer’s representative on European territory. See also “Risks related to our business and industry – We may be unable to prevent unlawful, non-compliant or fraudulent activities by merchants or customers and we could be liable for such fraudulent or unlawful activities”. We operate warehouse and shipping services for some of our merchants (fulfillment services). Since July 2021 and due to a new 2019/1020/EU European regulation, fulfillment service providers are deemed economic operators in the value chain for CE-marked products. They will therefore likely bear some liability for non-EU merchants’ products in the event that no traditional operator (manufacturer, authorized representative, importer, distributor) is identifiable. The General Product Safety Regulation expand the economic operator obligation for the non-CE marked products. New obligations are specifically provided for marketplace providers in this new Regulation regarding security products, in addition with provision of the Digital Service Act. Although we may voluntarily recall and remove some products, we still may be exposed to reputational concerns or product liability claims relating to personal injury, death, or environmental or property damage alleged to have resulted from the products we sell, and product recalls or other actions may be required. In addition, our marketplace increases our reputational and financial exposure to product liability claims, including if marketplace merchants and clients do not have sufficient protection from such claims. Although we maintain liability insurance, we cannot be certain that our coverage will be adequate for liabilities actually incurred or that insurance will continue to be available to us on economically reasonable terms, or at all. In addition, our suppliers or marketplace merchants and clients may not have sufficient resources or insurance to satisfy any indemnity or defense obligations owed to us. Some of our potential losses may not be covered by insurance. We may not be able to obtain or maintain adequate insurance coverage. We maintain insurance coverage to cover costs and losses from certain risk exposures in the ordinary course of our operations, but our insurance may not cover the totality of the costs and losses from all events. We are responsible for certain retentions and deductibles that vary by policy, and we may suffer losses that exceed our insurance coverage limits by a material amount. We may also incur costs or suffer losses arising from events against which we have no insurance coverage. In addition, large-scale market trends or the occurrence of adverse events in our business may raise our cost of procuring 54 insurance or limit the amount or type of insurance coverage we are able to secure. We may not be able to maintain our current coverage or obtain new coverage in the future; on commercially reasonable terms or at all, any of which could harm our business. We may be exposed to enforcement for violating anti-corruption and/or anti-money laundering laws and other similar laws and regulations. For our general operations, we maintain internal compliance policies and procedures designed to prevent instances of fraud, money laundering, bribery and corruption and to achieve compliance with applicable laws and regulations, but we cannot provide any assurance that these policies and procedures will be strictly followed at all times and that they will effectively detect and prevent all violations of the applicable laws and every instance of fraud, money laundering, bribery and corruption. Our efforts to comply with these laws and regulations could be costly and result in diversion of management time and effort. However, despite these efforts, there can be no assurance that through these and other procedures we use we will timely and effectively prevent or identify any violations of our internal compliance procedures or any violations of applicable laws. We are therefore exposed to potential civil or criminal penalties or associated investigations which may, if not successfully avoided or defended, have an adverse impact on our business, financial condition or results of operations. Our payment service platform, Cnova Pay, is regulated as an electronic money institution and a financing company by the French Prudential Supervision and Resolution Authority for its credit activity. Because our marketplace activity falls within the regulatory ambit of the Payment Services Directive (EU) 2015/2366 (“PSD2”) (see “Business of Cdiscount – Legislation and Regulation – Online commerce – Payment Services Directive”), we established our own payment services operation. As a result, we are regulated by the French Prudential Supervision and Resolution Authority (“ACPR”) as an electronic money and payment institution and are currently subject to a variety of laws and regulations in France and the European Union related to payment processing, including respect to the protection of client funds, preventing money laundering and terrorist financing, respecting “Know Your Customer” requirements, and ensuring business continuity (see also “Risks related to our business and industry – We are subject to payment-related risks, including fraud and unpaid receivables from B2C customers”). Cnova Pay’s application for approval as a financing company (société de financement) was filed with the ACPR in October 2020 and was accepted with suspensive conditions in July 2022. The suspensive conditions were waived by the ACPR in June 2023 and the 4-installment payment activity is handled by Cnova Pay starting mid-January 2024. In case of control by the ACPR and potential noncompliance, it could lead the ACPR to proscribe Cnova Pay from continuing 4-installment payment activity, which would have a severe adverse effect on our business and reputation. On 28 March 2023, the European Parliament adopted a package of legislative proposals aimed at strengthening the EU's AML/CFT (anti-money laundering and combating the financing of terrorism) rules, with the creation of a new AML/CFT authority (“AMLA” for Anti-Money Laundering Authority), a regulation containing directly applicable rules, in particular on customer due diligence and beneficial ownership and a 6th anti-money laundering directive, "AMLD6", repealing the 4th directive currently in force and containing provisions that will be transposed into national law. The aim of this AML package is to improve the detection of suspicious transactions and activities and close the loopholes that criminals use to launder the proceeds of illegal activities or finance terrorist activities through the financial system. This AML package is now being discussed by the European Commission and the Council of the EU. The potential impacts of this legislative proposal on the activity of Cnova Pay will be closely monitored. 55 In addition, Cnova Pay activities may be affected by the Digital Operational Resilience Act (DORA) that came into force on 16 January 2023 and is set to become effective on 17 January 2025. The regulation is divided into the five following pillars: ICT risk management, ICT incident management, classification and reporting, Digital operational resilience testing, Risk management of third-party ICT service providers, Information sharing mechanisms. DORA emphasizes the necessity for a robust cybersecurity framework to secure digital operations and protect sensitive customer information. Furthermore, it underscores the establishment of effective incident response plans, ensuring a prompt and coordinated approach to unforeseen disruptions. Adherence to the stringent requirements of DORA may entail additional compliance costs for Cnova. Additionally, the implementation of DORA's prescribed measures might require adjustments to our existing operational processes, potentially causing short-term disruptions. Changes in tax treatment of companies engaged in e-commerce may adversely affect the commercial use of our sites and our financial results. Due to the global nature of the internet, it is possible that various countries or states may attempt to impose additional or new regulation on our business or levy additional or new sales, income or other taxes relating to our activities. Tax authorities at the international, national, and local levels are currently reviewing the appropriate treatment of digital companies. New or revised international, national, or local tax regulations may subject our customers or us to additional sales, income, and other taxes. New taxes could also create significant increases in internal costs necessary to capture data and collect and remit taxes. We cannot predict the effect of current attempts to impose additional sales, income, or other taxes on e-commerce or m-commerce. However, new, or revised taxes would likely increase the cost of doing business online and decrease the attractiveness of selling products over the internet and/or in certain jurisdictions compared to others. For example, implementation of new regulations at the European level that aim to equalize competition between e-commerce retailers and “bricks and mortar” retailers may decrease the attractiveness of selling products over the internet. In addition, France and other European countries have adopted regulations imposing VAT collection and reporting responsibilities on marketplace operators, which may result in us paying the VAT owed on products sold via our marketplaces instead of our sellers and may decrease the attractiveness of our marketplaces compared to those located in other jurisdictions. More generally, recent concerns expressed by European authorities about the tax optimization practices of the largest global technology companies (notably Google, Amazon, Facebook, and Apple, commonly referred to as “GAFA”) may lead to new or revised tax laws and regulations. These changes may have direct or indirect impacts on our markets, suppliers, marketplace merchants and clients, customers and operations which may be impossible to anticipate. On March 22, 2021, the Council of the European Union has adopted the DAC7 (Directive on Administrative Cooperation), to harmonize the reporting obligations of digital platforms on an international scale, with a first application in January 2024 (for 2023 transactions). The aims of the DAC7 are to ensure that marketplace merchants earning income from the sale of goods or services on digital platforms pay their fair share of tax, and that EU member states automatically exchange information onthe income generated by merchants on online marketplaces. More specifically, DAC7 requires marketplaces to 1/ transmit annually to the tax authorities a summary of transactions carried out by their merchants on their platform and 2/ collect merchant’s information needed for the declaration. Failure to gather all the necessary and correct data from merchants may result in non-conformance with DAC7 and suspension of their accounts, which may decrease marketplace sales and performance on our platform. In addition, our DAC7 declarations may be subject to audits and tax adjustment in case of noncompliance. 56 We may experience fluctuations in our tax obligations and effective tax rate, which could materially and adversely affect our operating results. We are subject to taxes in France, the Netherlands, and other jurisdictions. We record tax expense based on current tax payments and our estimates of future tax payments, which may include reserves for estimates of probable settlements of international and domestic tax audits. At any one-time, multiple tax years are subject to audit by various taxing jurisdictions. The results of these audits and negotiations with taxing authorities may affect the ultimate settlement of these issues. As a result, we expect that throughout the year there could be ongoing variability in our quarterly tax rates as taxable events occur, and exposures are reevaluated. Further, our effective tax rate in a given financial statement period may be materially impacted by changes in tax laws, changes in the mix and level of earnings by taxing jurisdiction, changes to existing accounting rules or regulations or by changes to our ownership or capital structures. Fluctuations in our tax obligations and effective tax rate could materially and adversely affect our business, financial condition, and results of operations. iii) Risks related to our relationships with the Casino Entities We are dependent on financing provided by our parent Casino to continue as a going concern. As of December 31, 2023, we had negative consolidated equity of €507 million, principally due to accumulated operating losses and a decrease of capital and share exchange between Cnova NV and Cnova Brazil for €474 million, and negative net working capital of €209 million. We are largely dependent on liquidity provided by Casino under a current account facility of €400 million and a long- term loan of €300 million. These facilities are in addition to the remaining €60 million borrowed in 2020 under the government-guaranteed loan program implemented to support companies during the Covid-19 pandemic. See “Management’s Discussion and Analysis of Results of Operations – Liquidity and Capital Resources ”. The credit lines afforded by Casino were amended in 2020 to extend the maturity date to 31 July 2026, unless otherwise agreed between the parties, and a minimum floor for amounts outstanding at any one time was set at €220 million. Approximately 70% of our financing comes from Casino Entities through a cash pool agreement (as of 31 December 2023 unused credit lines under the cash pooling agreement amounted to €266 million). We also benefit from a number of other related party arrangements, all of which would terminate if we were no longer controlled by Casino or if it were to be bankrupt. Based on the foregoing, and taking into account the completion of Casino financial restructuring and the takeover by the Consortium on March 27, 2024, the Board of Directors of Cnova considered appropriate to prepare the 2023 year-end consolidated financial statements under the going concern assumption and didn’t include any adjustments to the carrying amounts and classification of assets, liabilities and reported expenses that may otherwise be required if the going concern basis was not appropriate. Nevertheless, the company has a structural inadequate capital structure in relation to its debts, which could compromise the mid-term business plan, particularly after 2025 , when the Current Account Agreement with Casino Finance, the State Guaranteed Loan and Bank overdrafts will not be secured anymore. The company has initiated discussions with its main shareholder about a potential recapitalization by converting part of the debt into equity. However, considering that no decision has been made to date, current conditions may indicate a material uncertainty that may cast significant doubt on Cnova’s ability to continue as a going concern in a medium term and, therefore, Cnova may not be able to 57 realize its assets and discharge its liabilities in the normal course of business. Refer to next paragraph and to Notes 1.1.2 and 27 to our consolidated financial statements. Our business depends in part on the Casino Entities and, if we are no longer able to take advantage of our relationships with them, our business, financial condition, and operating results could be materially and adversely affected. Our business depends in part on our ability to take advantage of our relationship with the Casino Entities to support our business. We have benefitted, and expect to continue to benefit, from their purchasing power, data sharing, strategic and management advice, and retail logistics infrastructure in the ordinary course of our business, pursuant to various agreements, many dating back to 2014 and 2016. In addition, the Casino Entities provide us with significant financial support through intercompany loans and bank guarantees. See also “Risks related to our relationships with the Casino Entities – We are dependent on financing provided by our parent Casino to continue as a going concern”. If we were to cease to have access to the support provided by the Casino Entities, for example, because Casino ceases to be a significant shareholder of ours (and therefore no longer controls us) or otherwise elects to terminate key relationships, we would be harmed in significant ways, unless were able to replicate the support provided. While we believe (based on our internal policies, and internal and external verification processes) that all such transactions have been negotiated on an arm’s length basis and contain commercially reasonable terms, we may be unable to replace in a timely manner or on comparable terms the services, know how, financing and other benefits that the Casino Entities have historically provided us with, including the cash pooling agreement with Casino, which could have a material adverse effect on our business, financial condition and operating results. We are currently party to, and may in the future be party to, related party transactions, including with the Casino Entities. Such transactions could involve potential conflicts of interest. We have entered, and from time to time in the future we may enter, transactions with affiliated companies, including the Casino Entities, see note 27. Casino controls a majority of our outstanding share capital, and certain officers of Casino serve on our board of directors and retain their positions with the Casino Entities. Our board of directors has adopted a written policy regarding the review and approval of related party transactions which requires that all related party transactions be entered into on arm’s length terms and, together with our other governance documents, also provides for the management of conflicts of interest. However, related party transactions between us and the Casino Entities or other related parties which we entered prior to becoming a public company and to which we remain a party may present conflicts of interest between our management and the Casino Entities or such related parties. Certain of our directors may have actual or potential conflicts of interest because of their positions with the Casino Entities. Certain officers of the Casino Entities serve on our board of directors while retaining their positions with one or more of our Parent Companies. On occasion, the interests of the Casino Entities, to which those officers owe fiduciary duties, may conflict with the interests of our company and you as a shareholder. Such officers may have to choose between the two and, as a result, may make decisions that conflict with your and our best interests in favor of the interests of the Casino Entities. In addition, some of these directors own Casino Entities common stock, options to purchase common stock or other equity awards. These individuals’ holdings of Casino Entities common stock, options to purchase common stock or other equity awards may be significant for some of these persons compared to these persons’ total assets. Their position at the Casino Entities and the ownership of any Casino Entities equity awards may, on a case-by-case basis, create a possible conflict of interest. The effects of Casino’s financial and capital restructuring will lead to launch a takeover bid 58 As described in section 2.2.(v) “Any shareholder acquiring 30% or more of our voting rights may be required to make a mandatory takeover bid”, the change of control at Casino will result in a mandatory takeover bid having to be made on all the Company’s then outstanding share capital. Such a takeover bid may distract the Company’s management from its day-to-day business and result in exceptional costs for the Company emanating from managing the takeover bid process. iv) Risks related to the Company The requirements of being a public company may strain our resources and divert management’s attention. As a Dutch public company with shares listed on Euronext Paris, we are subject to various regulatory and reporting requirements and other applicable securities rules and regulations. Compliance with these rules, (which are not harmonized between France and the Netherlands), and regulations has increased our legal and financial compliance costs, made some activities more difficult, time‑consuming, or costly, and increased demands on our systems and resources. As a result, management’s attention may be diverted from other business concerns, which could harm our business and operating results. The Company’s ordinary shares have been admitted to listing and trading on the regulated market operated by Euronext Paris since 2015. Therefore, we are subject to regulatory obligations in France under the supervision of the French Autorité des marchés financiers (the “AMF”), and, because the Company is a public limited liability company (naamloze vennootschap) incorporated under Dutch law, we are subject to regulatory obligation in the Netherlands under the purview of the Stichting Autoriteit Financiële Markten, or the Dutch Authority for the Financial Markets (the “AFM”). These obligations concern publication of inside information and filing of regulated information and notifications on share capital and voting rights under Dutch law. If we fail to comply with these obligations, we may face prosecution, or sanctions or investigations by regulatory authorities such as the AMF or AFM. In addition, complying with public disclosure rules makes our business more visible to customers and competitors and could subject us to threatened or actual litigation, including by competitors and other third parties. If such claims are successful, our business and operating results could be harmed, and even if the claims do not result in litigation or are resolved in our favor, these claims, and the time and resources necessary to resolve them, could divert the resources of our management and harm our business and operating results. Our ability to raise capital in the future may be limited, and our failure to raise capital when needed could prevent us from growing. In the future, we could face a situation requiring us to raise capital through public or private financing or other arrangements. Such financing may not be available on acceptable terms, or at all, and our failure to raise capital when needed could harm our business. We may sell ordinary shares, convertible securities, and other equity securities in one or more transactions at prices and in a manner as we may determine from time to time. If we sell any such securities in subsequent transactions, investors may be materially diluted. New investors in such subsequent transactions could gain rights, preferences, and privileges senior to those of holders of our ordinary shares. Moreover, Casino, as our majority shareholder, could limit our ability to raise funds through equity transactions in order to avoid being diluted. Debt financing, if available, may involve restrictive covenants and could reduce our operational flexibility or profitability. If we cannot raise funds on acceptable terms, we may not be able to grow our business or respond to competitive pressures. 59 The Company is exposed to a 6-year indemnification obligation as of 31 October 2016 to Via Varejo as part of the Reorganization Agreement. On 8 August 2016, Via Varejo S.A. (“Via Varejo”), Cnova Comércio Eletrônico S.A. (“Cnova Brazil”) (Via Varejo and Cnova Brazil jointly referred to as “Via Varejo”) and Cnova entered into a reorganization agreement, aiming to combine the e-commerce business operated by Cnova Brazil with Via Varejo’s brick and mortar activities (the “2016 Reorganization Agreement”). Pursuant to the 2016 Reorganization Agreement, Cnova Brazil was reorganized within Via Varejo with the consequence that Cnova Brazil became wholly owned by Via Varejo. As part of the 2016 Reorganization Agreement, we are exposed to a 6-year indemnification obligation as of 31 October 2016 to Via Varejo which indemnification limitation has been reduced, subject to all terms and conditions of the Reorganization Agreement, to $50 million on 31 October 2017. Any failure by the Company to satisfy indemnification obligations could result in potential claims and legal proceedings raised by Via Varejo. These events could potentially harm our reputation and/or have a material adverse effect on our business, financial condition, results of operations or prospects. In respect of this indemnification obligation, Via Varejo commenced an arbitration procedure against Cnova NV on 8 July 2020 claiming an undocumented amount of approximately BRL 65 million concerning labor and consumer claims that allegedly were of Cnova’s responsibility and generated indemnifiable losses. On December 14, 2023, the Arbitral Tribunal issued is final award, pursuant to which Cnova NV was held to indemnify Via Varejo for an amount of BRL 14,5 million (€2,7 million), increased with monetary adjustment, and decreased with a compensation for legal and other fees incurred by Cnova NV in the course of the procedure. Cnova filed a motion for clarification of the award on February 26 th , 2024, asking the Tribunal for further clarification of the indemnification amount’s composition and the calculation for the monetary adjustment. We do not comply with all the provisions of the DCGC. This may affect an investor’s rights as a shareholder. As a Dutch company, we are subject to the Dutch Corporate Governance Code 2016 (“DCGC”), as revised and updated from time to time. The DCGC contains both principles and best practice provisions for management boards, supervisory boards, shareholders and general meetings of shareholders, financial reporting, auditors, disclosure, compliance, and enforcement standards. The DCGC applies to all Dutch companies listed on a regulated market and any equivalent third (non-EU) country regulated market, which includes Euronext Paris. The principles and best practice provisions apply to the board (in relation to role and composition, conflicts of interest and independence requirements, board committees and remuneration), shareholders and the general meeting of shareholders (for example, regarding anti-takeover protection and obligations of the Company to provide information to its shareholders) and financial reporting (such as external auditor and internal audit requirements). We do not comply with all the provisions of the DCGC. This may affect your rights as a shareholder, and you may not have the same level of protection as a shareholder in a Dutch company that fully complies with the DCGC. In addition, the rights of our shareholders may be different from the rights of shareholders governed by the laws of other jurisdictions. We are a Dutch public limited liability company (naamloze vennootschap) organized under Dutch law. Our corporate affairs will be governed by our Articles of Association and by the laws governing companies incorporated in the Netherlands. The rights of shareholders and the responsibilities of members of our board of directors may be different from the rights and obligations of shareholders in companies governed by the laws of other jurisdictions. In the performance of its duties, our board of directors is required by Dutch law to consider the interests of our company and our business, its shareholders, its employees, and other stakeholders, in all cases with due observation of the principles of reasonableness and fairness. It is possible that some of these parties will have interests that are 60 different from, or in addition to, your interests as a shareholder. See “Description of Share Capital”. Although the general meeting of the shareholders generally has the right to approve legal mergers or demergers, Dutch law does not grant appraisal rights to a company’s shareholders who wish to challenge the consideration to be paid upon a legal merger or demerger of a company (except in a limited number of situations). In addition, if a third party is liable to a Dutch company, under Dutch law shareholders have limited right to bring an action on behalf of the company or to bring an action on their own behalf to recover damages sustained as a result of a decrease in value, or loss of an increase in value, of their stock. Only in the event that the cause of liability of such third party to the company also constitutes a tortious act directly against such shareholder and the damages sustained are permanent, may that shareholder have an individual right of action against such third party on its own behalf to recover damages. The Dutch Civil Code provides for the possibility for a foundation or an association whose objective, as stated in its articles of association, is to protect the rights of persons having similar interests, to institute litigation. This foundation or association must meet several criteria regarding governance and have close connections to the Netherlands. If the court determines that the foundation or association meets the criteria and can therefore act as a class representative, the case will go forward as a class action. Class members are given a period to opt out and the outcome of the case is binding for all members of the class who are residents of the Netherlands, unless they opt out. For residents of other countries, an opt-in principle applies in order to be bound to the outcome of the case. It is also possible to reach a settlement during the case. If the court approves the settlement, the settlement will bind the members of the class, subject to a second opt-out. This possibility for class actions applies to claims brought after 1 January 2020, relating to certain events that have occurred on or after 15 November 2016. For earlier matters, the old Dutch class actions regime will apply, which cannot result in payment of monetary damages but may result in a declaratory judgment (verklaring voor recht). Certain provisions of Dutch corporate law and our Articles of Association have the effect of concentrating control over certain corporate decisions and transactions in the hands of our board of directors. As a result, holders of our shares may have more difficulty in protecting their interests in the face of actions by members of the board of directors than if we were incorporated in certain other jurisdictions. 61 v) Risks related to our ordinary shares Risks related to volatility of share price. Due to the limited volume of our ordinary shares that is traded on Euronext Paris on an average daily basis, the market price of our ordinary shares may experience more volatility compared to other listed companies and may be significantly and adversely affected by a variety of factors that could impact us, our competitors, macroeconomic conditions, and the e-commerce sector. In particular, the market price of the newly issued shares may be significantly and adversely affected by a variety of factors that may impact the Company, its competitors, macroeconomic conditions or the digital or e-commerce sectors. These factors may include, among others, market reaction to: • variations in our or our competitors’ operating results, forecasts, or outlook from one period to another; • announcements made by our competitors or other companies with similar activities, or announcements concerning the retail sales of consumer products in general or the e- commerce market relating to the financial and operating performance or outlook of those companies; • adverse regulatory developments affecting markets where we do business or us directly; • fluctuations in the stock markets in general and market prices for e-commerce companies in particular; • the limited number of the Company’s shares traded on a daily basis; • publications of any research analysts; • changes in our capital structure, including issuance of debt or equity securities; • changes in our shareholding structure, our officers or key employees or the scope of our assets (acquisitions, sales, etc.). In addition, many of the risks described elsewhere in this section could materially and adversely affect the price of our listed shares. Financial markets frequently experience price and volume volatility that has affected many companies’ stock prices, and such wide fluctuations have often been unrelated to the operating performance of those companies. Changes in the international environment could have a significant impact on stock markets. Fluctuations such as these may materially affect the market price of our shares and / or the ability to trade these shares on the markets. Future sales of our ordinary shares by our shareholders, or the perception that such sales could occur, may cause the market price of our ordinary shares to decline. As of December 31, 2023, there were 345,210,398 of our ordinary shares outstanding. Sales by us or our shareholders of a substantial number of our ordinary shares in the public market, or the perception that these sales might occur, could cause the market price of our ordinary shares to decline or could impair our ability to raise capital through a future sale of our equity securities. Further, under the Cnova NV Omnibus Incentive Plan (the “2014 Omnibus Incentive Plan”), the Company has the option to create share-based incentive plans for its directors and / or employees, which may result in the creation of new ordinary shares, causing a dilution of existing shareholders. We have no present plan to pay any dividends on our ordinary shares and no assurance can be given that the Company will pay or declare dividends in the future. 62 We currently intend to reinvest all future earnings, if any, to finance the operation and expansion of our business. Any future determination relating to our dividend policy will be made at the discretion of our board of directors and will depend on a number of factors, including future earnings, capital requirements, contractual restrictions, financial condition, future prospects and other factors our board of directors may deem relevant from time to time. Payment of future dividends may be made only to the extent our shareholders’ equity exceeds the sum of our paid‑up and called‑up share capital plus the reserves that must be maintained in accordance with provisions of Dutch law and our Articles of Association. The determination of the board as to whether to propose to the meeting of shareholders to resolve upon a dividend will depend upon many factors, including the Company’s financial condition, earnings, corporate strategy, capital requirements of its operating subsidiaries, covenants, legal requirements to which the Company is subject, as well as other factors deemed relevant by the board. There can be no assurance that the Group’s performance will facilitate adherence to the dividend policy or any increase in the pay-out ratio and, in particular, the Company’s ability to pay dividends may be impaired if any of the risks described herein were to occur. We cannot provide assurances regarding the amount or timing of dividend payments and may decide not to pay dividends in the future. As a result, you should not rely on an investment in our ordinary shares to provide dividend income, and the success of an investment in our ordinary shares may depend upon an appreciation in their value. There is no guarantee that our ordinary shares will appreciate in value or even maintain the price at which shareholders have purchased their ordinary shares. Any shareholder acquiring 30% or more of our voting rights may be required to make a mandatory takeover bid. Under Dutch law, if a party directly or indirectly, whether or not in concert with others, acquires predominant control of a Dutch company, all or part of whose shares are admitted to trading on a regulated market such as Euronext Paris, that party may be required to make a public offer for all other shares of the Dutch company. For this purpose, “predominant control” is defined as the ability to exercise at least 30% of the voting rights at a general meeting of shareholders. Controlling shareholders existing before admission to listing and trading on the regulated market concerned are generally exempt from this requirement unless their controlling interest drops below 30% and then increases again to 30% or more and no other exemption applies. The mandatory bid rule can be enforced by court order. The purpose of this requirement is to protect the interests of minority shareholders. 63 3. CORPORATE GOVERNANCE – THE DUTCH CORPORATE GOVERNANCE CODE As a Dutch company whose ordinary shares are listed on Euronext Paris, we are subject to the Dutch Corporate Governance Code 2016 (“DCGC”), as updated and amended in the course of 2022, with effect from 1 in January 2023. The text of the DCGC can be accessed at http://www.mccg.nl. The code is based on a “comply or explain” principle. Accordingly, companies are required to disclose in their annual report filed in the Netherlands whether or not they are complying with the relevant rules of the DCGC and, if they do not apply those provisions, to give the reasons for such non- application. We acknowledge the importance of good corporate governance and the statement contained in the DCCG’s preamble that corporate governance requires a tailor-made approach. During the financial year to which this report pertains, we complied with the provisions of the DCGC except for the deviations listed below. The current deviations from the DCGC may be a legacy of structures and schemes created during our listing on NASDAQ or emanate from the common governance practices applicable to companies that are part of Groupe Casino which includes the Company. Cnova has adopted a Code of Business Conduct and Ethics. The text of Cnova's Code of Business Conduct and Ethics can be accessed at www.cnova.com. The Company does not voluntarily apply other formal codes of conduct or corporate governance practices. The provisions from the DCGC we do not apply, do not comply with or deviate from, are the following: Internal audit function (Principle 1.3 and associated best practice provisions) As a company that is controlled by Casino, and pursuant to the management agreement entered into with Casino and Euris, internal audit support is provided by the internal audit function of Casino in cooperation with the Company’s internal controls department. The Board has no approval or nomination rights with regards to the appointment or dismissal of the internal auditor of Casino under the terms and conditions of the aforementioned management agreement, but the Board does have control over the appointment and dismissal of the Company’s internal controls department. The Board has concluded that the audit support provided by the internal audit function of Casino, together with the support provided by the Company’s internal controls department, currently provides an adequate alternative to establishing a separate internal audit department for Cnova. The findings of the internal audit function of Casino are (at least annually) reported to the Audit Committee, after which the findings are discussed, and feedback is given on the future internal audit plan pertaining to Cnova. Retirement schedule (best practice provision 2.2.4) Cnova has not posted the retirement schedule for the members of the Board as a separate document on its website. However, all terms of office are disclosed annually in Cnova's annual report (see chapter 5.1), which is publicly available on the Company’s website. Contents of the Board Rules (best practice provision 2.3.1) Our Board Rules do not contain specific provisions dealing with the Board's relations with the general meeting of shareholders. The Board will respect the rights of the general meeting of shareholders in accordance with our Articles of Association and the Dutch Civil Code. Board Committees (best practice provision 2.3.2) 64 The Board has not established a separate remuneration committee and selection and appointment committee. Instead, our Nomination and Remuneration Committee fulfils the role and responsibilities of a remuneration committee and selection and appointment committee as set forth in the DCGC. Oversight of misconduct and irregularities (best practice provision 2.6.4) Actual or suspected misconduct or irregularities are being monitored by the Company and are reported to the Board along with the development of any ongoing investigation and the adequate follow-up of any recommendations for remedial actions related to them, when deemed necessary. The Board oversight is currently restricted to the most serious cases and does not encompass all reported actual or suspected misconduct or irregularities reported through the Company’s proper channels. Remuneration (Principle 3.1 and certain associated best practice provisions) - Remuneration Policy (best practice provisions 3.1.2 and 3.3.2) Our remuneration policy sets forth a remuneration structure designed to attract, retain and motivate Directors with the leadership qualities, skills and experience needed to support the management and growth of our business. The remuneration policy aims to drive strong business performance, promote accountability, incentivize Directors to achieve short- and long-term performance goals with the objective of substantially increasing our equity value, and assure that Directors’ interests are closely aligned to those of our shareholders and other stakeholders. Consequently, our remuneration policy, and the remuneration granted based on that policy, does not comply with the remuneration related provisions from the DCGC in all respects. In addition, shares that were and might in the future be awarded to our Directors as part of either a long-term or short-term incentive plan, are not necessarily subject to a five-year lock up and options that were and might in the future be awarded to our executive directors are not necessarily subject to a three year vesting period, as recommended by best practice provision 3.1.2 and 3.3.2 of the DCGC because we do not believe that such restrictions necessarily align the interests of our Director(s) with the interests of the Company and its stakeholders. 65 4. BOARD OF DIRECTORS 4.1 BOARD MEMBERS At the Company’s AGM held on May 26, 2023 and at its EGM held on March 1, 2023, the shareholders (re)appointed several directors. In the course of 2023, several directors resigned. The individuals listed below are our current directors. Name Date of initial appointment Date of resignation Current term Nationality Year of birth Non-executive directors Mr. Jean-Yves Haagen, Chairman November 7, 2017 March 27, 2024 2021-2024 French 1964 Mrs. Josseline de Clausade June 26, 2020 March 27, 2024 2023-2024 French 1954 Mr. Silvio J. Genesini (1)(2)(3) December 8, 2014 2021-2024 Brazilian 1952 Mr. Bernard Oppetit (1)(2)(3) November 19, 2014 2022-2025 French 1956 Executive directors Mr. Thomas Métivier, CEO January 16, 2023 2023-2026 French 1987 Mr. Steven Geers (3) December 21, 2021 2022-2025 Netherlands 1981 (1) Member of the Audit Committee. (2) Member of the Nomination and Remuneration Committee. (3) Member of the Strategy Committee The following paragraphs set forth biographical information regarding our directors: Jean-Yves Haagen was initially appointed as replacement non-executive director on November 7, 2017, and subsequently was appointed as non-executive director on May 25, 2018. On November 22, 2018 Mr. Haagen was appointed as Chairman of the Board. Mr. Haagen, Casino’s general counsel since September 2014, is a graduate of the Institut d’Études Politiques de Paris and the Centre Européen Universitaire of Nancy where he completed master’s degrees in both European Community Law and Advanced European Studies. He also holds a Bachelor of Laws degree from the University of Nancy. He has been an in-house legal counsel since his early professional start and has held various legal and executive positions in France and overseas in the industry/engineering sector (Areva and Thales) and in a recent past in the international soft commodities trading sector (Louis Dreyfus Commodities BV). Mr. Haagen resigned on March 27, 2024. Silvio J. Genesini was appointed to serve as a replacement director effective December 8, 2014, and was subsequently appointed non-executive director in May 2015 He currently serves as a member of the board of directors of Anima (Education public company) and Claranet Technologies (IT services provider). He is also member of the advisory board of Salesforce Brasil and Gerando Falcões (an NGO dedicated to reducing poverty in the Brazilian favelas). Mr. Genesini previously served as Chief Executive Officer of Grupo Estado from 2009 to 2012, a Brazilian media group, as the managing director of Brazilian operations for Oracle Corporation from 2004 to 2009, and as a partner at Accenture and Andersen Consulting. Mr. Genesini holds a degree in industrial engineering from Universidade de São Paulo. Bernard Oppetit has served as one of our directors since November 2014. He is the chairman of Centaurus Capital LTD, a company he created in 2000 as an asset manager. Centaurus subsequently sold its hedge fund business is now a private investment company. Prior to 2000, Mr. Oppetit held various positions at Paribas (now BNP Paribas) since 1979, in Paris, New York and London. Mr. Oppetit also serves as independent director of Natixis Investment Managers. He graduated from École Polytechnique in Paris in 1978. Mrs. Josseline de Clausade was appointed as Non-Executive Director on June 26, 2020. Since 66 2012, Mrs. Josseline de Clausade serves as CEO advisor at Casino Group, she manages European and International Affairs for all strategic issues. She was member of the Board of Big C in Vietnam and Thailand, and subsequently as Executive Board member of Exito in Colombia where she currently serves as Board Member of Exito Foundation. Mrs. De Clausade is graduated of Institut d’Études Politiques de Paris and of Ecole Nationale d’Administration. She also holds a master’s degree of Economics from University of Paris-Dauphine. She has served as member of Conseil d’Etat in France. She was appointed as director of cabinet of deputy minister of foreign affairs, then, she served as diplomat at the French Permanent Representation at the European Union in Brussels, serving as Mission Head, responsible for Cultural Affairs and Scientific Cooperation at the Cabinet of Hubert Védrine (Foreign Affairs Minister) and, also as Consul-General of France in Los Angeles – USA. Mrs. Josseline de Clausade is Officer of the Légion d’Honneur. Mrs. de Clausade resigned on March 27, 2024. Thomas Métivier was appointed the Company’s CEO and executive director on January 16, 2023. Mr. Métivier also serves on the executive committee of Casino. After a first experience at the Aquitaine DIRECCTE, Mr. Métivier joined Cdiscount in 2016, at the Department of Strategy. In 2018, he was appointed Head of Marketplace and Strategy and joined Cdiscount's Executive committee. Mr. Métivier is a graduate of the Ecole Polytechnique and is an engineer of France’s Corps des Mines. Steven Geers was appointed as executive director on December 21, 2021. Mr. Geers became the Company’s General Counsel on March 17, 2016, after having worked as Assistant General Counsel from March 1, 2015. Prior to joining the Company, Mr. Geers worked as a senior lawyer at General Electric (GE) and practiced law at international law firms in Amsterdam and The Hague in the Netherlands, and New York City, USA. Mr. Geers holds a master’s degree in Corporate Law from Groningen University in the Netherlands. 4.2 BOARD STRUCTURE Our Company has a single‑tier board of directors. The Board consists of four directors, including two non‑executive directors and two executive directors. The terms of our directors will expire at the AGM of 2024 (for Silvio Genesini); 2025 (for Bernard Oppetit and Steven Geers); and 2026 (for Thomas Métivier). Non‑executive directors are expected to serve three‑year terms, although the internal rules for the Board and its committees (the “Board Rules”) allow for other terms if proposed by the board of directors and approved by a resolution of our general meeting of shareholders. A director may be re‑elected to serve for an unlimited number of terms, although the DCGC contains best practice recommendations on the maximum tenure of our non-executive directors. In accordance with Dutch law, our Articles of Association provide that our directors will be appointed by our general meeting of shareholders. A director may be removed or suspended, with or without cause, by a resolution of our general meeting of shareholders passed by a simple majority of the votes cast. In addition, our executive directors may be suspended by the Board. Thomas Métivier, one of our executive directors, is the sole CEO of the Company. In addition, Steven Geers is our other executive director. Moreover, under our Articles of Association, the Board may appoint other persons who are not members of the Board as Co‑CEOs (each a “Non‑Board Co‑CEO”). A Non‑Board Co‑CEO attends and participates in meetings of the board of directors as an observer but may not vote. The duties, responsibilities and powers of a Non‑Board Co‑CEO are subject to certain limitations under Dutch law. The Board may at any time determine that the specific circumstances require the Board to perform its duties through deliberation and decision‑making among the directors only, without the Non‑Board Co‑CEOs being present. Currently no Non-Board Co-CEO is appointed. The primary responsibility of our non‑executive directors is to supervise the Company's management, the Company's general affairs and the business connected with it and for advising the executive directors. The primary responsibility of the executive directors is to manage, subject to the 67 limitations of Dutch law and without prejudice to the Board’s collective responsibility, our Company’s day‑to-day operations, the general and administrative affairs of the Company's business. Furthermore, subject to the limitations of Dutch law and without prejudice to the Board’s collective responsibility, our CEO is primarily responsible for the general affairs and the business of the Company’s group. Decisions of the Board require the affirmative vote of a majority of the directors present or represented at any meeting of the Board where at least a majority of the full board is present or represented. The chairman of the Board (the “Chairman”) casts the deciding vote in the event that any vote of the Board results in a tie. The Board may also act by written consent, evidenced by a resolution of the Board signed by at least a majority of the full Board. The Board has adopted internal rules concerning the organization, decision‑making and other internal matters of the Board and the Board committees. The Board as a whole and the CEO (or, if appointed, any Non-Board Co-CEO) individually is authorized to represent us in dealings with third parties. The Board may elect to adopt additional lists of decisions by the CEO and /or any other executive director requiring prior approval by the Board as a whole, the Chairman or certain committees. 4.3 DIRECTOR INDEPENDENCE All non-executive directors of Cnova are independent within the meaning of the DCGC. The recommendations under the DGCC with respect to the composition of the Board and its committees in terms of independence, have been complied with. 4.4 BOARD EVALUATION Pursuant to the Board Rules, the non-executive directors shall discuss at least once a year, without the executive directors being present, their own functioning, the functioning of the Board committees and the individual non-executive directors, and the conclusions that must be drawn on the basis thereof. Moreover, the non-executive directors shall discuss at least once a year without the executive directors being present both the functioning of the Board as a corporate body of the Company and the performance by the executive director(s) of their duties, and the conclusions that must be drawn on the basis thereof. In accordance with the Board Rules, our Chairman shall see to it that the performance of the directors, including the CEO, is assessed at least once a year. The last meeting of the Board without the executive directors being present to discuss the functioning of the Board as a whole and the individual directors took place on December 18, 2023. The evaluation was carried out on the basis of a questionnaire and a discussion among the non-executive directors. In the context of this evaluation, the Board concluded that it, its committees and its members, are functioning properly. Discussions by the non-executive directors on strategy, risks and risk management As mandated by the Board Rules, our non-executive directors meet from time to time to discuss the corporate strategy and the main risks of the business, the results of the assessment by the Board of the design and effectiveness of the internal risk management and control systems, as well as any significant changes thereto. In January 2023, the Board decided to create a specific Strategy Committee, comprising several Board members, with the purpose of advising the Board on strategic matters. 68 5. REMUNERATION REPORT Advisory vote Pursuant to the implementation of the Revised Second European Shareholder Rights Directive in 2019, the remuneration report included in our 2019 Dutch Annual Report was placed as an advisory voting item on the agenda of our AGM in 2023. The vast majority of shares represented during the AGM, including the vast majority of shares not controlled by Casino Entities, voted to approve the remuneration report, which the Company considers as an encouragement to continue with its consistent approach with regard to the contents and structure of its remuneration reporting. Remuneration policy Under our Articles of Association, we must adopt a remuneration policy for our directors. Such remuneration policy was adopted by our general meeting of shareholders on October 30, 2014 and is available on our website. Pursuant to the implementation of the Revised Second European Shareholder Rights Directive in 2019, a revised remuneration policy was approved by our AGM in 2020 and can be found on https://www.cnova.com/wp-content/uploads/2020/06/10.-Cnova-Remuneration- policy.pdf. In addition, as from 2020, our remuneration policy will be placed as a voting item on the agenda for our AGM for re-approval at least once every four years. Our current remuneration policy sets forth a remuneration structure designed to attract, retain and motivate directors with the leadership qualities, skills and experience needed to support the management and growth of the Company’s business. Our remuneration policy aims to drive strong business performance, promote accountability, incentivize directors to achieve short- and long-term performance goals with the objective of substantially increasing the Company’s equity value, and assure that directors’ interests are closely aligned to those of the Company’s shareholders and other stakeholders. Our remuneration policy is intended to ensure the overall market competitiveness of the directors’ remuneration packages, while providing the Board with enough flexibility to tailor its remuneration practices on a case-by-case basis. In determining the remuneration of directors, the Board (and the Company's nomination and remuneration committee (the “Nomination and Remuneration Committee”)), in its discretion, shall consider what, if any, actions shall be taken with a view to preventing conflicts of interest. At its discretion, the Board (or the Nomination and Remuneration Committee) may obtain independent advice from compensation consultants or counsel on the appropriate levels of compensation. The Nomination and Remuneration Committee shall annually review and, if deemed appropriate, recommend to the Board changes to the individual directors’ remuneration packages from time to time in a manner consistent with our remuneration policy. The Board determines the remuneration of our directors in accordance with the remuneration policy and the remuneration paid to our directors in the 2023 fiscal year is consistent with our remuneration policy. Therefore, the remuneration paid to our directors in the 2023 fiscal year is consistent with the intentions of our remuneration policy and thus contributes to the long-term success performance of the Company. Our executive director(s) may not participate in the deliberations or, if applicable, the determination of the remuneration of executive director(s). The below table shows the compensation paid by us and our subsidiaries to our non-executive directors in the 2023 fiscal year. In determining the level and structure of the compensation of our directors, relevant scenario analyses and peer company analyses were carried out and have been considered in advance of setting the definitive level and structure of the compensation of our directors. We do not have any written agreements with any director providing for benefits upon the termination 69 of such director’s relationship with our company or our subsidiaries. Benefits upon termination will be fully governed by the applicable jurisdiction’s legislation. Amounts are in euro and are rounded up to whole euro amounts. Name and title Fees (1) Total remuneration Jean-Yves Haagen, Chairman (a) 24 000 24 000 Ronaldo Iabrudi dos Santos Pereira (b) 329 329 Eleazar de Carvalho (c) 59 753 59 753 Christophe Hidalgo (c) 9 151 9 151 Silvio Genesini 104 000 104 000 Bernard Oppetit 93 000 93 000 Josseline de Clausade (a) 10 000 10 000 Guillaume Michaloux (c) 8 849 8 849 Emmanuel Grenier (d) 5 041 5 041 (1) Consists of director fees, committee member fees and attendance fees. (a) Mr. Haagen and Mrs de Clausade resigned on March 27 th , 2024 (b) Mr. Iabrudi resigned on January 12, 2023 (c) Messrs. Hidalgo, Michaloux and De Carvalho resigned on November 30, 2023 (d) Mr. Grenier resigned on August 31, 2023 Remuneration for executive directors During his tenure as CEO and executive director in the 2023 fiscal year, Mr. Métivier’s total paid out remuneration amounted to €563 thousand. At present, the executive director’s compensation does not include any Cnova equity-based remuneration. The below table shows the compensation from the Company and our subsidiaries for our executive directors in the 2023 fiscal year. Amounts are in euro. Fixed remuneration Variable remuneration Name and title Base salary Fees (2) Fringe benefits One- year variable (3) Multi- year variable (4) Extraordinary items (5) Pension expense Total remuneration Proportion of fixed and variable remuneration Thomas Metivier, CEO (1) Fixed: 70,7% 337 900 60 000 1 800 0 0 162 900 0 562 600 Variable: 29,0% Steven Geers, Executive Director Fixed: 69,1% 177 375 0 0 79 200 0 0 0 256 575 Variable: 30,9% 1. Thomas Metivier remuneration since his appointment as CEO on 16/01/2023 2. Responsibility fee as Cnova CEO 3. One-year variable related to performance in 2022 and paid in 2023 4. The executive director’s Multi-year variable is based upon a multi-year incentive plan, subject to presence condition as well as performance conditions, set and measured on an annual basis and paid following the determination of the achieved target amount. The key performance indicators relating to this multi-year variable scheme are set out below. No plan were paid out in 2023. 5. Exceptional bonuses paid in 2023 The Board and the Nomination and Remuneration Committee are of the opinion that the selection of key performance indicators used for determining the executive director’s variable compensation comprises an appropriate selection of incentives. More specifically, the key performance indicators incentivize the executive director to achieve the purposes as stated in our remuneration 70 policy, by targeting a mixture of financial and non-financial metrics; customer satisfaction, long term strategic plans (services, and partnership development, technological know-how) and CSR (% of women in management). As such the component parts of the variable compensation address all the Company’s stakeholders and are aligned with its long-term strategic goals. The following table sets forth the key performance indicators for the year 2023 used to set the executive directors one year variable compensation concerning the performance in 2023. The target compensation to be achieved amounts to 43% (average for 2023) of the CEO’s base salary (348 958 euro for the full year 2023), excluding responsibility fees as CEO, and is capped at 200% achievement rate. The target compensation to be achieved amounts to 30% of the executive director’s base salary (177 375 euro) and is capped at 200% achievement rate. The performance against these objectives has been assessed by the Company’s Nomination and Remuneration Committee and approved by the Board of Directors on April 12, 2024.The variable remuneration will be paid out in 2024 (the cost being accrued in 2023 based on a best estimate at year end). Performance criteria Weight Minimum Target Performance Thomas Metivier Steven Geers Thomas Metivier Steven Geers Thomas Metivier Steven Geers Casino Group EBITDA 6,5% n.a 750 850 0,0% 0 n.a 9 829 n.a Casino Net Financial Debt as at 31/12/2023 (M€) 6,5% n.a 3400 2900 0,00% 0 n.a 9 829 n.a GMV France growth 2023 2,0% n.a 3,00% 6,90% 0,00% 0 n.a 3 024 n.a ESG Performance 10,0% n.a 291 100,00% 13,25% 0 n.a 15 122 n.a Change in Cnova Net FinancIal Debt S2 2023 (M€) 10,0% 10,0% 11,1 11,1 13,0 13,0 0,00% 0 0 15 122 5 321 Cnova EBITDA , S2 2023 IFRS 16 Iet of paid rents (M€) 10,0% 10,0% 27,7 32,6 32,6 13,36% 0 n.a 15 122 5 321 Growth of GMV 3P 5,0% n.a 2,60% 3,60% 0,00% 0 n.a 7 561 n.a CB4x Financial Result (payment in several times on the website) (M€) 5,0% n.a -31,6 -28,7 10,00% 0 n.a 7 561 n.a Ensure both 1P and 3P business model profitability 7,0% n.a 7,00% 0 n.a 10 585 n.a Digital KPI growth 7,0% n.a 7,00% 0 n.a 10 585 n.a Ai acceleration 6,0% n.a 6,00% 0 n.a 9 073 n.a Simplify Group structure n.a 30,0% 33,00% n.a 0 n.a 15 964 Manage legal aspects of strategic projects n.a 25,0% 37,50% n.a 0 n.a 13 303 Managerial attitudes and behaviors 25,0% 25,0% Metivier: 32,5% Geers: 37,5% 0 0 37 804 13 303 TOTAL 100,0% 100,0% 151 215 53 213 Metivier: 89,1% Geers: 121,4% 71 The following table summarizes the key performance indicators used to set the CEO multi-year variable compensation related to the period 2022-2024 to be paid (in cash) in 2025, when the realization of the key performance indicators will be determined. The Company and its Board have determined that the executive director’s long-term commitment to the Company is a key element to successfully executing the Company’s strategy and long-term goals and thereby the long-term value creation for the Company and its affiliated enterprise. As such, the performance criterion ‘presence over 3 years’ was included in the multi-year compensation plan. 1 - Description of the performance criteria 2 - Relative weighting of the performance criteria 3 - information on Performance Targets 4- a) Measured performance (not applicable) and b) nominal amount Presence over 3 years as from 2022 50% Presence for a period of three years, equal to the duration of the multi-year plan - 100 000 Performance 50% Performance indicators are related to relevant parameters such as GMV, EBITDA or Net financial debt. They are set on an annual basis for each three years period, as set forth in more detail in the below overview. - 100 000 The following table specifies the targets contained in the executive directors’ multi-year plan, as well as the measured performance of these targets during the relevant time period of 2022 and 2023. 2022 Cnova GMV organic growth (20% of the annual target amount) < -20% -20% to +0% 0% +0% to +20% 20% > +20% Share of the amount paid 0% Linear 100% Linear 200% Linear 2022 Cnova EBITDA (20% of the annual target amount) < 25 M€ 25 M€ to 38 M€ 38 M€ 38 M€ to 51 M€ 51M€ > 51 M€ Share of the amount paid 0% Linear 100% Linear 200% Linear Change in 2022 Cnova Financial Net Debt (10% of the annual target amount) < -498 M€ -498 M€ to -433 M€ -433 M€ -433 M€ to -368 M€ -368 M€ > -368 M€ Share of the amount paid 0% Linear 100% Linear 200% Linear 2022 results Achievement rate Weight Weighted achievement rate 2022 Cnova GMV growth -14,5% 27,5% 20% 5,5% 2022 Cnova EBITDA 21 0,0% 20% 0,0% 2022 change in Cnova Financial Net Debt -516,4 0,0% 10% 0,0% Performance conditions achievement rate 11,0% Presence conditions achievement rate 100,0% Global achievement rate 55,5% 2022 72 Before his appointment as CEO, Thomas Metivier benefited from two other multi-year plans to be paid out in 2024. Development of remuneration and company performance over the last five reported fiscal years The following table sets forth the development of our directors’ remuneration and Company performance for the past 5 years: [1] Annual charge FY 19 FY 20 FY 21 FY 22 2023 Remuneratio n Director's remuneration CEO and Executive Director 1 211 900 1 395 000 1 413 750 1 326 075 562 600 Executive Director n/a n/a 8 776 246 200 256 575 Jean-Yves Haagen, Chairman 10 000 10 000 20 000 27 000 24 000 Ronaldo Iabrudi dos Santos Pereira, 27 000 27 000 27 000 27 000 329 Eleazar de Carvalho, non-executive director 50 000 50 000 80 000 50 000 59 753 Christophe Hidalgo, non-executive director 10 000 10 000 10 000 10 000 9 151 Silvio Genesini, non-executive director 107 000 107 000 137 000 107 000 104 000 Bernard Oppetit, non-executive director 93 000 93 000 123 000 93 000 93 000 Josseline de Clausade n/a 10 000 10 000 10 000 10 000 Guillaume Michaloux n/a n/a n/a n/a 8 849 Emmanuel Grenier n/a n/a n/a n/a 5 041 1. The remuneration included in this overview for the CEO and the executive director are the amounts booked as cost for the year 2023 and do not constitute the amounts paid out in 2023. Year 2020 2021 2022 2023 GMV in million EUR 4 207 4 206 3 440 2 804 EBITDA in million EUR 133 109 52 81 Marketplace share 43,6% 45,2% 51,5% 60,0% 2023 Cnova GMV organic growth (10% of the annual target amount) < -27,7% -27,7% to -12,7% -12,7% -12,7% to +2,3% 2,3% Share of the amount paid 0% Linear 100% Linear 200% 2023 Cnova EBITDA (20% of the annual target amount) < 33,8 M€ 33,8 M€ to 48,3 M€ 48,3 M€ 48,3 M€ to 62,8 M€ 62,8 M€ Share of the amount paid 0% Linear 100% Linear 200% Change in 2023 Cnova Financial Net Debt (20% of the annual target amount) -655 M€ -655 M€ to -570 M€ -570 M€ -570 M€ to -485 M€ -485 M€ Share of the amount paid 0% Linear 100% Linear 200% 2023 results Achievement rate Weight Weighted achievement rate 2023 Cnova GMV growth -14,0% 91,3% 10% 9,1% 2023 Cnova EBITDA 49,9 111,0% 20% 22,2% 2023 change in Cnova Financial Net Debt -582 85,9% 20% 17,2% Performance conditions achievement rate 97,0% Presence conditions achievement rate 100,0% Global achievement rate 98,5% 2023 73 Employees of the Company (average salary in thousand EUR) 322 330 364 378 Employees of the Company and its subsidiaries collectively (average salary in thousand EUR) 49,5 53,2 58,9 62,5 Pay Ratio As recommended by best practice provision 3.4.1 sub iv of the DCGC, this Annual Report contains a pay ratio, setting out the ratio between the remuneration of the Company’s CEO and a representative reference group, as selected by the Company. With reference to the guidance issued by the Monitoring Committee of the Dutch Corporate Governance Code in December 2020 pertaining to the financial reporting over 2019, the Company has decided to determine the pay ratio as follows: The pay ratio will be the ratio between (i) total annual remuneration of the CEO; and (ii) the average annual remuneration of the Company and its subsidiaries which it consolidates. • The total annual remuneration of the CEO will contain all remuneration’s components, such as fixed and variable remuneration, both in cash and / or shares, the social premiums withheld, pension contributions, expense compensation etc, as included in the (consolidated) annual financial statements based on IFRS. • The average annual remuneration of employees is calculated by dividing the total wage cost of the financial year (as included in the consolidated annual financial statements based on IFRS) with the average number of FTE during the financial year, whereby external employees will be included pro rata insofar these were retained for at least 3 months in the applicable financial year; and • The value of the share based compensation will be determined on the moment of awarding this in line with the applicable IFRS standards. The Company is of the opinion that this constitutes a fair comparison between the total remuneration of its CEO and a representative group comprising junior, mid-level and senior employees employed by the Company and its subsidiaries. This ratio was as follows in 2023: Representative Group: CEO = 1:13. This ratio was as follows in 2022: representative Group: CEO = 1:30. The difference between the pay ratio in 2022 compared to 2023 was driven by the fact that the new CEO’s fixed remuneration is lower than the previous one and that he didn’t receive any one-year variable nor any multi-year variable in 2023 related to his CEO role. Compensation of non‑executive directors For our eligible non‑executive directors who do or did not serve within the Casino Group in any capacity other than as a director, namely Messrs. Oppetit, Genesini and De Carvalho, the annual Board fee is higher than for those directors that do or did serve the Casino Groupe as an executive. The Board fee is supplemented by fees for service as committee chairperson and/or committee‑membership as described below. As illustrated in the above table, the fixed compensation in cash for these non- executive directors amounts to EUR 50,000 annually. For all our other non‑executive directors in 2023, that do or did serve the Casino Groupe as an executive namely Messrs. Hidalgo, Haagen, Iabrudi, Michaloux, Grenier and De Clausade, a fixed annual Board fee of EUR 10,000 supplemented with fees related to committee memberships (if applicable) is awarded. This compensation is pro-rated in the event of an appointment or resignation in the course of a year. Members of our audit committee receive a fixed annual retainer of EUR 15,000 and the chairman of the audit committee receives a fixed annual retainer of EUR 25,000. Members of our nomination and 74 remuneration committee receive a fixed annual retainer of EUR 8,000, and the chairman of the nomination and remuneration committee receives a fixed annual retainer of EUR 15,000. In addition, members of the audit committee receive an attendance fee of EUR 3,000 per meeting and members of the nomination and remuneration committee receive an attendance fee of EUR 3,000 per meeting. In March 2023 the Board created a special Board committee to address certain strategic initiatives. The members of this special committee are not entitled to an additional remuneration for their contribution to this committee. Personal loans, advances and guarantees The Company’s current policy is not to grant any personal loans and guarantees to directors, and where the Company has appointed one, the Non‑Board Co‑CEO, except for travel advances, cash advances and use of a Company‑sponsored credit card in the ordinary course of business and on terms applicable to the personnel as a whole. In addition, we have entered into indemnification agreements with our directors and certain of our executive officers. ATTENDANCE AT BOARD AND COMMITTEE MEETINGS As recommended by best practice provision 2.4.4. DCGC, the below tables show the absenteeism rate from Board and Committee meetings of each non-executive Board member, where an ‘X’ marks attendance at the respective meeting. The Chairman has emphasized to all Board members the importance of presence at and actively participating during the meetings. It should be noted that: - Mr. Iabrudi resigned on January 12, 2023 - Mr. Grenier resigned as CEO on January 12, 2023, was subsequently appointed as Non-Executive Director and resigned as Non-Executive Director on August 31, 2023 - Messrs. Hidalgo, De Carvalho and Michaloux resigned on November 30, 2023. Board meetings 2023 Name 21 -02 30-03 22-05 26-05 25-06 26-07 04-09 19-10 18-12 Ronaldo Iabrudi Christophe Hidalgo X X X X X X X X Eleazar de Carvalho X X X X X X X X Silvio Genesini X X X X X X X X X Bernard Oppetit X X X X X X X X X Jean-Yves Haagen X X X X X X X X X Josseline de Clausade X X X X X X X X X Guillaume Michaloux X X X X X X X X Emmanuel Grenier X X X X X Audit Committee Meetings Name 17-02 28-03 25-05 24-07 17-10 14-12 Bernard Oppetit X X X X X X Silvio Genesini X X X X X X Nomination and Remuneration Committee Meetings Name 27-03 16-10 75 Silvio Genesini X X Eleazar de Carvalho X X Jean-Yves Haagen X X 5.1 DIRECTORS’ SERVICE CONTRACTS There are no arrangements or understandings between us, on the one hand, and any of our directors, on the other hand, providing for benefits upon termination of their service as directors of our company. 5.2 BOARD AND OTHER MANAGEMENT COMMITTEES We have three board committees: an audit committee; a nomination and remuneration committee; and a strategy committee. These committees are governed by our Board Rules as well as the Audit Committee Charter and Nomination and Remuneration Committee Charter respectively. 76 a. Audit Committee Our audit committee consists of two independent directors, Mr. Bernard Oppetit and Mr. Silvio Genesini. Mr. Oppetit serves as the chair of the audit committee. Our audit committee oversees our accounting and financial reporting processes and the external audits of our consolidated and separate financial statements. The role of the audit committee is described in the audit committee charter, which is available on our website at www.cnova.com under “Investor Relations.” The main items discussed at the meetings of our audit committee in 2023 included those listed in article 4 of the Company’s Audit Committee Charter, as can be found on www.cnova.com. b. Nomination and Remuneration Committee Our nomination and remuneration committee consists of two independent directors, Bernard Oppetit and Mr. Silvio Genesini. Mr. Genesini serves as the chair of the nomination and remuneration committee. The role of our nomination and remuneration committee is to assist the Board in selecting individuals qualified to become our directors, determining the composition of the Board and its committees and reviewing and recommending our compensation structure, including compensation relating to our directors and senior management. Our CEO may not be present at any committee meeting in which his compensation is to be discussed. Our nomination and remuneration committee charter, which is available on our website at www.cnova.com under “Investor Relations,” further describes the functions of our nomination and remuneration committee. The main items discussed at the meetings of our nomination and remuneration committee in 2023 included those listed in the Company’s Nomination and Remuneration Committee Charter, as can be found on www.cnova.com. c. Strategy Committee Our Strategy Committee consists of Messrs. Métivier, Geers, Genesini, and Oppetit. In addition, the Company’s CFO has a standing invitation to attend the meetings. The Strategy Committee is tasked with (i) periodically advising the Board on general and specific strategic matters pertaining to the Company and the environment in which it operates, (ii) preparing deliberations and decision making by the Board of Directors on the Company's strategy and material updates and amendments thereof, (iii) monitoring and advising on material implementation of the Company's strategy and (iv) (acting as forum for) discussing and reviewing periodic management reports and other relevant information on the implementation of the strategy. 5.3 DIVERSITY POLICY Cnova believes that diversity is important to support good decision-making, and it is committed to supporting, valuing and leveraging diversity in the composition of the Board. In pursuing this goal, on December 18 2023, the Board approved the revised Diversity and Inclusion Policy of Cnova (the “Diversity Policy”), which sets out the Company’s targets relating to diversity in the composition of the Board and senior management. The Diversity Policy is available on our website. Since its approval, the Diversity Policy is used by the Board and its Nomination and Remuneration Committee during the selection, recommendation and nomination of the Company’s directors and senior management. The current composition of the Board diverges from the targets set out in the Diversity Policy. This is primarily due to the selection of the current members of the Board based on the required profile and their backgrounds, experiences, qualifications, knowledge, abilities and viewpoints without positive or negative bias on gender or other diversity aspects such as age or nationality. Compliance with the Diversity Policy’s targets as to, among others, gender, will be featured on the agenda of the 77 Nomination and Remuneration Committee meetings. The Nomination and Remuneration Committee will then inform the Board on the proposed steps to be taken to achieve compliance with the Diversity Policy. At 31-12-2023 the Board comprised 5 male directors and 1 female director (73% and 1% respectively). As per the Company’s Diversity Policy, the Board strives towards at least 33% female directors. To achieve this target, the Company endeavors to identify suitable female candidates in the event a vacancy arises on the Board. In the Diversity Policy, the Company set itself the target that for the group of Senior officers as a collective, the percentage of women in that group should not decrease below 40%. Senior officers comprise (i) the members of the Board of Directors, (i) the members of the Executive Committee (if and when established) and (iii) the managers of Cdiscount. At present Cnova does not have an Executive Committee. At year-end 2023, the percentage of female Senior officers was 41.%. The Company is striving towards increasing this percentage to 41.9% by year-end 2024, despite many of its business activities taking place in sectors (Logistics, IT, Sales) that are historically mainly staffed with men. The Company plans to achieve this target by using the programs as listed below. In addition to having the percentage of female managers as a permanent objective linked to variable remuneration for all Senior officers, the Company has initiated numerous programs to promote the careers of female employees and support their development in the Company. Examples are: - "She is realizing herself in the company" campaign: promoting career development and the place of “omen in the company - "She is revealing herself in Tech" campaign: exclusively designed to promote the career of our women employees in digital and tech positions - Women mentoring program led by Casino and La Fabrique network - Communication of podcasts of external business women to inspire our female employees - Trainings to foster a healthy and fulfilling work environment ensuring male and female equal opportunities. - Prevention of sexism and sexual harassment - Sessions to raise awareness on professional equality between women and men - Dedicated training program “Reveal yourself” to develop the leadership and the potential of female talents - Programs to support parenthood and work-life balance - Preparatory workshops for women leaving and returning from maternity - Parenting workshops - Nursery slots - Access to a platform of educational assistance (“family campus “) - Breastfeeding rooms in our main buildings - Welcome boxes sent to new parents - Compensation programs: variable compensation is maintained during maternity leave, women in maternity during annual increase campaign will get as a minimum the 78 average annual increase of their category, financial envelop dedicated every year to address unfair salary discrepancies ton insure equal . - A Parenthood guide is updated every year for the benefit of all employees. - - Raising awareness of conjugal and intra-family violence through a guide, mailing, information on emergency numbers, HR support. - The gender balance is monitored in our main HR processes, such as training, promotions. - Annually the professional equality Index per company is communicated, raising awareness of the efforts and achievements. 5.4 CONFLICTS OF INTEREST In accordance with the Board Rules, a director shall not participate in the deliberations and decision- making of the Board on a matter in relation to which he or she has a conflict of interests within the meaning of the Dutch Civil Code. In addition, a director may recuse him- or herself in case s/he believes to have a potential conflict of interest within the meaning of the Dutch Corporate Governance Code. A director is not automatically barred from participating in any discussion or decision-making involving a matter in relation to which s/he may have an apparent conflict of interest. Pursuant to the Board Rules, a director is required to report a potential conflict of interest to the Chairman of the Board and the Board (excluding the director concerned) shall resolve whether the reported potential conflict of interests qualifies as an actual conflict of interests. During 2023, we did not enter into transactions in respect of which there was a conflict of interests between us and any of our directors which is (or was) of material significance to us or such director(s). 5.5 CORPORATE VALUES Our corporate values are described in our Code of Business Conduct and Ethics, which forms a set of guidelines that explain how all of our directors, officers and employees are expected to behave as the’ conduct the Company's affairs. Our Code of Business Conduct and Ethics addresses both ethical standards and obligations for complying with the laws and regulations of the countries where we conduct business, as well as how we are all expected to respond to unacceptable behavior. We urge our directors, officers and employees to give their full attention to reading and understanding the Code of Business Conduct and Ethics. We believe that compliance with that Code is not only good business, but also a requirement for all directors, officers and employees of Cnova and its subsidiaries. Our directors, officers and employees are expected to act with total transparency and report in good faith any violations of the Code. The Company is exempt from the requirement to publish a Corporate Social Responsibility statement on non-financial and sustainability information, as our consolidating parent company Casino publishes such statement as part of its annual report. Refer to this webpage for further information: https://www.groupe-casino.fr/en/commitments/ 79 6. EXECUTIVE OFFICERS 6.1 EXECUTIVE OFFICERS The individuals listed below comprised our executive officers at 2023 year end : Name Age Title Thomas Métivier 37 Chief Executive Officer and Executive Director at Cnova and Cdiscount Yves Trézières 60 Chief Financial Officer at Cnova N.V.; Deputy CEO Finances and Transformation at Cdiscount Pascal Rivet 63 Chief Compliance Officer Steven Geers 42 Executive Director and General Counsel The following paragraphs set forth biographical information regarding our Non-Board executive officers. For biographical information regarding Thomas Métivier and Steven Geers, please see “—Directors” above. Yves Trézières was appointed CFO on October 10, 2022. He served as Finance and Transformation Director at Cdiscount since March 2022. Prior thereto, Yves served successively in a variety of senior management roles over the past 30 years as Vice President Logistics, Information Systems, Finance, Risk, Transformation and Project at Nexans, a French listed Industrial company with 6-billion-euro revenue and a worldwide scope. Yves holds a degree in Finance, French University Pascal Rivet was appointed as Chief Compliance Officer on March 17, 2016. Previously, Mr. Rivet served as our Interim General Counsel since March 2015. Since joining Casino Group in 1995, Mr. Rivet has served in several different roles in legal affairs and tax compliance, most recently as Deputy General Counsel and International Legal Affairs Officer, and prior to that as General Counsel, Legal and Tax Officer and Group Tax Manager. Mr. Rivet holds a Master of Laws degree from the Faculté de Droit et Science Politique of the Université de Toulouse 1 Capitole and a degree from the French National Tax School. 6.2 COMPENSATION OF EXECUTIVE OFFICERS The aggregate compensation expensed by us and our subsidiaries to our executive officers for the year ended December 31, 2023 was approximately €1,7 million. This amount excludes compensation paid to Mr. Rivet, the Company’s Chief Compliance Officer. Mr. Rivet’s compensation is paid as part of the management support and strategic advisory agreement between Cnova, Casino, Guichard- Perrachon and Euris. 80 7. RELATED PARTY TRANSACTIONS The relationships we have with our Parent Companies, across areas such as purchasing, logistics and fulfillment, other operational areas and financing are an important part of our strategy and provide a significant competitive advantage. Our Related Party Transaction Policy (the “RPT Policy”), in effect since the completion of our IPO, as amended from time to time, requires that all related party transactions be entered into on arm’s‑length terms and prevents the management of situations of potential conflicts of interest. The RPT Policy defines related party transactions as transactions between (i) Cnova (or any subsidiary of Cnova), on the one hand, and (ii) either (x) a direct or indirect holder (or deemed holder) of 10% or more of our issued ordinary share capital and/or voting rights in respect thereof or any subsidiary thereof (or any of their respective directors or officers or their immediate family members), or (y) a director or officer of Cnova, or any of their immediate family members, on the other hand. In order to ensure compliance with the RPT Policy, we have retained the services of Grant Thornton France to review the terms of our related party transactions or arrangements then in effect, including those in effect prior to our IPO but excluding the Framework and IPO Agreement and related agreements, and agreements relating to our shares identified below. Grant Thornton reviewed all material terms that it believed should be considered in determining whether a transaction is entered on arm’s‑length terms, including pricing, duration and termination provisions. Grant Thornton’s review was performed under International Standard on Assurance Engagements 3000 and concluded that no material element existed that would preclude the determination that (i) Cnova’s framework is appropriate for establishing related party transactions on arm’s‑length terms and reviewing and approving such transactions, (ii) the framework has been properly applied to the related party transactions reviewed by Grant Thornton, and (iii) each such related party transactions was entered into on arm’s‑length terms, taking into account all material aspects of each transaction. After this first review, Grant Thornton France tested the operating effectiveness of certain of Cnova’s related party transactions for the fiscal year ended December 31, 2015, which were deemed significant based on amounts incurred during that year or their strategic business stakes. In total, 20 related party transactions were identified, and Grant Thornton tested material elements linked to each of these related party transactions’ invoicing process, in particular pricing, invoicing frequency and payment deadline. This review was also performed under International Standard on Assurance Engagements 3000, and led to the conclusion that the related party transactions reviewed are operated at arm’s‑length terms, taking into account all material aspects of the tested transactions. Since 2016 and continuing to date, Grant Thornton France has reviewed as of the end of each year, related party transactions that were subject to Board approval, and concluded that they were entered into at arm’s-length terms. Further, Grant Thornton France has been testing operating effectiveness based on a sample of certain Cnova’s related party transactions, which are selected based on the same criteria compared to the previous review performed (amounts involved and strategic business stakes). The testing focused on adherence to contractual clauses through the testing of the pricing aspects of these related party transactions. Grant Thornton France has concluded on the absence of discrepancy between the contractual terms and the performance of the agreements. In addition, starting in the fiscal year ended December 31, 2015, and continuing to date, Grant Thornton has reviewed proposed new transactions or amendments to existing transactions to ensure that such related party transactions are designed and will be entered into on arm’s‑length terms, taking into account all material aspects of each transaction and issues a report attesting that no material element existed which would preclude such related party transactions to be entered at arm’s‑length terms. For 2023, the following RPT transaction was submitted for Board Approval: • Settlement agreement between ITM, Octopia and Distribution Casino France 81 This RPT transaction was reviewed by Grant Thornton. Grant Thornton concluded that the terms and conditions of this transaction adhered in all material aspects to the at-arm’s-length criterion. In line with the Company’s Related Party Transaction Policy and Audit Committee Charter, this related party transactions was then validated by the Company’s Audit Committee and upon their recommendation approved by the Board. As part of the annual operating effectiveness testing, Grant Thornton selected 7 existing related party transactions for testing. The scope of this testing covered 95% of revenues and net income resulting from related party transactions. Grant Thornton concluded that they did not identify any material element likely to call into question the fact that Related Party Transactions were not operated satisfactorily following agreed principles and thus impairing arm’s-length terms. Based on several factors, including our experience in the business sectors in which we operate, the terms of our transactions with unaffiliated third parties and other market data, as well as the reviews conducted by Grant Thornton, we believe that all of the transactions described in Note 27 to our consolidated financial statements included elsewhere in the annual report meet the standards set forth in the RPT Policy and best practice provision 2.7.5 of the DCGC. For a description of material related party transactions, or series of material related party transactions to which we are currently a party and in which the other parties included, include or are proposed to include our directors, executive officers, major shareholders or any member of the immediate family of any of the foregoing persons, please refer to Note 27 to our consolidated financial statements included elsewhere in this annual report 82 8. SHARE CAPITAL 8.1 AUTHORIZED SHARE CAPITAL, ISSUANCE OF SHARES AND PREEMPTIVE RIGHTS Pursuant to our Articles of Association, our authorized share capital is €100,000,000 divided into 1,200,000,000 ordinary shares and 800,000,000 special voting shares, each with a nominal value of €0.05. Under Dutch law, our authorized share capital is the maximum capital that we may issue without amending our Articles of Association and may be as high as five times the issued share capital. As of December 31, 2023 the Company had an issued share capital consisting of 345,210,398 ordinary shares, par value € 0.05 per share and 308,937,115 special voting shares, par value €0.05 per share. Under Dutch law, shares are issued and rights to subscribe for shares are granted pursuant to a resolution of the general meeting of shareholders. The general meeting of shareholders may authorize the Board (or another body) to issue new shares or grant rights to subscribe for shares. Such authorization can be granted and extended, in each case for a period not exceeding five years. The most recent resolution adopted by our general meeting of shareholders in this respect was adopted in the AGM held on May 20, 2022, pursuant to which the Board is authorized to resolve on the issuance of ordinary shares and special voting shares up to the maximum number allowed to be issued under the Company's authorized share capital as stipulated in the articles of association of the Company from time to time, and to grant rights to subscribe for such ordinary shares and special voting shares up to such maximum number, for a period of five (5) years with effect from said AGM, which delegation includes the authority to determine the price and further terms and conditions of any such share issuance or grant. Under Dutch law, in the event of an issuance of ordinary shares or granting of rights to subscribe for ordinary shares, each holder of ordinary shares will have a pro rata preemptive right in proportion to the aggregate nominal value of the ordinary shares held by such holder. A holder of ordinary shares does not have a preemptive right with respect to the issuance of, or granting of rights to subscribe for, (i) special voting shares, (ii) ordinary shares for consideration other than cash or (iii) ordinary shares to our employees or the employees of our group of companies. In addition, there are no preemptive rights in case of an exercise of a previously granted right to subscribe for shares. The preemptive rights in respect of newly issued ordinary shares may be restricted or excluded by a resolution of the general meeting of shareholders. The general meeting of shareholders may authorize the Board (or another body) to restrict or exclude the preemptive rights in respect of newly issued ordinary shares. Such authorization can be granted and extended, in each case for a period not exceeding five years. A resolution of the general meeting of shareholders to restrict or exclude the preemptive rights or to designate the Board as the authorized body to do so requires a two-thirds majority of the votes cast, if less than one-half of our issued share capital is represented at the meeting. The most recent resolution adopted by our general meeting of shareholders in this respect was adopted in the AGM held on May 20, 2022, pursuant to which the Board is irrevocably authorized to limit or exclude the preemptive rights of holders of ordinary shares for a period five years with effect from said AGM. Special voting shares do not carry preemptive rights in respect of newly issued ordinary shares or special voting shares, nor do holders of ordinary shares have preemptive rights in respect of newly issued special voting shares. Pursuant to the Special Voting Agreement, the Voting Depository will be granted a call option to acquire newly issued special voting shares in case of a capital increase of the Company in which one or more Founding Shareholders (or Permitted Transferees) participate. The Call Option is to be construed as an irrevocable right to subscribe for additional special voting shares. Pursuant to a resolution of the general meeting of shareholders on October 30, 2014, the Call Option was granted to the Voting Depository upon the completion of our initial public offering. 83 8.2 FORM OF SHARES Pursuant to our Articles of Association, our ordinary shares and special voting shares are registered shares. 8.3 VOTING RIGHTS In accordance with Dutch law and our Articles of Association, each issued ordinary share and each issued special voting share confers the right on the holder thereof to cast one vote at the general meeting of shareholders. The voting rights attached to any shares held by us or our direct or indirect subsidiaries are suspended as long as they are held in treasury. Dutch law does not permit cumulative voting for the election of directors. Voting rights may be exercised by shareholders or by a duly appointed proxy holder (the written proxy being acceptable to the chairman of the shareholders’ meeting) of a shareholder, which proxy holder need not be a shareholder. In accordance with the DCGC, we should give our shareholders the possibility to grant a proxy to an independent party prior to the general meeting of shareholders. Our Articles of Association do not limit the number of shares that may be voted by a single shareholder. If a usufruct or pledge over shares was granted prior to the time such shares were acquired by us, the holders of such rights shall have the voting rights attached to such shares if certain requirements are met. In accordance with Dutch law and generally accepted business practices, our Articles of Association do not provide quorum requirements generally applicable to general meetings of shareholders. Resolutions of the general meeting of shareholders are adopted by a simple majority of votes cast without quorum requirement, except where Dutch law or our articles of association provides for a special majority and/or quorum in relation to specified resolutions. The chairman of the general meeting of shareholders decides on the method of voting and may determine the voting procedure. The determination made by the chairman of the general meeting of shareholders with regard to the results of a vote is decisive. However, where the accuracy of the chairman’s determination is contested immediately after it has been made, a new vote shall take place if the majority of the general meeting of shareholders so requires or, where the original vote did not take place by response to a roll call or in writing, if any party with voting rights present at the meeting so requires. The Board keeps a record of the resolutions passed at each general meeting of shareholders. The record is available at our office for inspection by any person entitled to attend general meetings of shareholders and upon request a copy of or extract from the record will be provided to such person at no more than the cost price. Our Articles of Association and Dutch law provide that resolutions of the Board concerning a material change in the identity or character of the Company or our business are subject to the approval of the general meeting of shareholders. Such changes include in any event: • transferring the business or materially all of the business to a third-party; • entering into or terminating a long-lasting alliance of the Company or of a subsidiary either with another entity or company, or as a fully liable partner of a limited partnership or partnership, if this alliance or termination is of significant importance for the Company; and • acquiring or disposing of an interest in the capital of a company by the Company or by a 84 subsidiary with a value of at least one-third of the value of the assets, according to the balance sheet with explanatory notes or, if the Company prepares a consolidated balance sheet, according to the consolidated balance sheet with explanatory notes in the Company’s most recently adopted annual accounts. The absence of such approval of the general meeting of shareholders does not affect the powers of representation of the Board or the CEO. None of the shares in the capital of the Company has special control rights. There are no restrictions on voting rights. 8.4 SPECIAL VOTING SHARES As explained in “Agreements Relating to Our Shares - Special Voting Agreement” (please refer to Note 27 to our consolidated financial statements included elsewhere in this annual report), a special voting structure allows Founding Shareholders and their Permitted Transferees, as those terms are defined in the Special Voting Agreement, to directly or indirectly receive twice as many voting rights in our general meeting of shareholders as the number of ordinary shares held by them and which are registered in our Founders Share Register (the “Double Voting Right Structure”). In order to facilitate the Double Voting Right Structure, the Voting Depository has been incorporated as a foundation (stichting) under Dutch law. The Voting Depository is required to observe the provisions of the Special Voting Agreement, its articles of association and the Terms and Conditions, in which organizational documents the Double Voting Right Structure will be “hard-wired” to the extent possible and appropriate. The board of the Voting Depository is independent from the Company. The members of the board of the Voting Depository are appointed, dismissed and suspended by a two-thirds supermajority of the holders of special voting depository receipts issued by the Voting Depository. In order to allow our Founding Shareholders to directly or indirectly participate in the Double Voting Right Structure, certain Founding Shareholders and other parties thereto entered into the Special Voting Agreement setting out the contractual terms of the Double Voting Right Structure. The ordinary shares held by Casino, Dutch HoldCo CBD and Éxito were registered in a separate section (the “Founders Share Register”) of our shareholders’ register before entering into the Special Voting Agreement. Any ordinary share so registered in the Founders Share Register is not included in the regular trading system. These ordinary shares cannot be transferred in book-entry form via the regular trading system for as long as they are recorded in the Founders Share Register. In case of a transfer of such ordinary shares, except to a Permitted Transferee, the related Double Voting Rights will be lost. We issued one special voting share to the Voting Depository (and only to the Voting Depository) for each ordinary share registered in the Founders Share Register. The nominal value of the special voting shares was paid up by charging our special capital reserve. The Voting Depository in turn issued one special voting depository receipt to each of Casino, Dutch HoldCo CBD and Éxito (and only to them and certain other parties whose special voting depository receipts have been cancelled since then) for each ordinary share held by them and registered in the Founders Share Register. The special voting depository receipts were issued without a consideration being payable. Special voting depository receipts may only be held by Founding Shareholders and other Permitted Transferees. For this purpose, a “Permitted Transferee” is: • a Founding Shareholder and its legal successors, and 85 • any entity that is (and only for as long as it remains) at least 90% controlled, directly or indirectly, by one or more Founding Shareholders, meaning that at least 90% of the shares, units, memberships or participations, as well as the voting rights attached thereto, are held, directly or indirectly, by one or more Founding Shareholders (i.e. including Dutch HoldCo CBD and Exito and their respective legal successors as long as they remain 90% controlled by one or more Founding Shareholders). New special voting shares may be issued by us to the Voting Depository only to the extent that Founding Shareholders (or their Permitted Transferees) (i) subscribe for additional ordinary shares in a capital increase of the Company (no additional special voting shares will be issued in relation to a purchase of additional ordinary shares from third parties), and (ii) register those ordinary shares in the Founders Share Register (making those ordinary shares non-tradable). For each special voting share thus issued, one additional special voting depository receipt will be newly issued by the Voting Depository to the relevant Founding Shareholder(s) (or Permitted Transferee(s)) participating in such capital increase of the Company. The special voting shares vote together with the ordinary shares as a single class, such that our Founding Shareholders have Double Voting Rights. However, as a legal and technical matter, they are a separate security. The Voting Depository may not transfer the special voting shares (other than to the Company) and the special voting shares will not be listed. Similarly, special voting depository receipts may not be transferred (other than to Permitted Transferees or to the Company). Each special voting depository receipt is “stapled” to the underlying special voting share. Each special voting share is, in turn, “stapled” to the ordinary share in respect of which it is issued. The special voting depository receipts carry no economic rights and any (minimal) economic rights attached to the special voting shares will be waived by the Voting Depository, although Cnova agreed to reimburse the Voting Depository for reasonable costs incurred by it in connection with the administration and operation of the Double Voting Right Structure. In respect of each general meeting of shareholders of the Company, each special voting depository receipt carries the right: • to request and receive an ad hoc voting proxy for that particular general meeting of shareholders from the Voting Depository in order to exercise the voting rights in respect of the special voting share which is “stapled” to that special voting depository receipt; or • to instruct the Voting Depository to vote the special voting share which is “stapled” to that special voting depository receipt as directed by the holder thereof resulting in Double Voting Rights for the Founding Shareholders (directly or indirectly) and other Permitted Transferees in respect of the ordinary shares registered in the Founders Share Register. To the extent that, at a general meeting of shareholders of the Company, no voting proxy is issued and no voting instruction is given in respect of one or more special voting shares (or if the Voting Depository holds special voting shares for which, for any reason, no special voting depository receipts are outstanding), the special voting shares concerned will not be voted by the Voting Depository (and shall not be taken into account for the computation of the presence of a quorum at such general meeting of shareholders). Special voting depository receipts will be forfeited (and the “stapled” special voting share will be transferred by the Voting Depository back to the Company for no consideration) if: • the holder of that special voting depository receipt transfers the “stapled” ordinary share to another party other than a Permitted Transferee or includes, or causes the inclusion of, the “stapled” ordinary share in a clearing, settlement or trading system of a stock exchange; or • the holder of that special voting depository receipt ceases to be a Permitted Transferee (as the result of the Founding Shareholders failing to maintain the requisite level of control of 86 that entity). Special voting depository receipts may, together with the “stapled” ordinary shares, be transferred between Founding Shareholders and other Permitted Transferees. Any amendment to the Terms and Conditions by the Board of the Voting Depository and any amendment to the Special Voting Agreement will require the approval of the Company and a resolution of the holders of special voting depository receipts adopted by two-thirds majority. The Double Voting Right Structure can be terminated by an affirmative vote of the holders of special voting depository receipts adopted by two-thirds majority, or at the request of a shareholder that, alone or together with its group companies, holds at least 95% of the issued and outstanding ordinary shares in our capital, provided such shareholder undertakes to start squeeze-out proceedings pursuant to Section 2:92a of the Dutch Civil Code as soon as practicable following termination of the Double Voting Right Structure. 8.5 REPURCHASE BY THE COMPANY OF ITS SHARES Under Dutch law, we may not subscribe for newly issued shares in our own capital. We may acquire our shares, subject to applicable provisions and restrictions of Dutch law and our Articles of Association, to the extent that: • such shares are fully paid up; • such shares are acquired for no valuable consideration, or such repurchase would not cause our shareholders’ equity to fall below an amount equal to the sum of the paid-up and called-up part of the issued share capital and the reserves we are required to maintain pursuant to Dutch law or our Articles of Association; and • after the acquisition of shares, we and our subsidiaries would not hold, or would not hold as pledgees, shares having an aggregate nominal value that exceeds 50% of our issued share capital. Other than shares acquired for no valuable consideration or by universal succession, the Board may acquire shares only if our general meeting of shareholders has authorized the Board to do so. An authorization by the general meeting of shareholders for the acquisition of shares can be granted for a maximum period of 18 months. Such authorization must specify the number of shares that may be acquired, the manner in which these shares may be acquired and the price range within which the shares may be acquired. No authorization of the general meeting of shareholders is required if listed ordinary shares are acquired by us with the intention of transferring such ordinary shares to our employees or employees of a group company pursuant to an arrangement applicable to them. The most recent resolution adopted by our general meeting of shareholders in this respect was adopted in the AGM held on May 26, 2023, pursuant to which the Board is authorized to acquire up to 50% of our issued share capital from time to time, by any means for an 18-month period from May 26, 2023, for a price per share not exceeding 110% of the market price of the ordinary shares (with the market price deemed to be the average of Euronext Paris closing price on each of the ten consecutive days of trading preceding the second day prior to the date the acquisition is agreed upon by the Company), exclusive of any fees, commissions or other expenses related to such acquisitions, and otherwise in accordance with the terms specified at the time of the authorization. 8.6 CAPITAL REDUCTIONS; CANCELLATIONS At a general meeting, our shareholders may resolve to reduce our issued share capital by (i) cancelling shares or (ii) reducing the nominal value of the shares by virtue of an amendment to our 87 Articles of Association. In either case, this reduction would be subject to applicable statutory provisions. A resolution to cancel shares may only relate to shares held by the Company itself or in respect of which the Company holds the depository receipts. In order to be approved, a resolution to reduce the capital requires approval of a simple majority of the votes cast at a general meeting of shareholders if at least half the issued capital is represented at the meeting or at least two-thirds of the votes cast at the general meeting of shareholders if less than half of the issued capital is represented at the general meeting of shareholders. A reduction in the number of shares without repayment and without release from the obligation to pay up the shares must be effectuated proportionally on shares of the same class (unless all shareholders concerned agree to a disproportional reduction). A resolution that would result in a reduction of capital requires approval of the meeting of each group of holders of shares of the same class whose rights are prejudiced by the reduction. In addition, a reduction of capital involves a two-month waiting period during which creditors have the right to object to a reduction of capital under specified circumstances. 8.7 GENERAL MEETINGS OF SHAREHOLDERS General meetings of shareholders are held in Amsterdam, Rotterdam, The Hague or in the municipality of Haarlemmermeer (Schiphol Airport), the Netherlands. All shareholders and others entitled to attend general meetings of shareholders are authorized to attend the general meeting of shareholders, to address the meeting and, in so far as they have such right, to vote, either in person or by proxy. We must hold at least one general meeting of shareholders each year, to be held within six months after the end of our fiscal year. A general meeting of shareholders shall also be held within three months after the Board has considered it to be likely that the Company’s equity has decreased to an amount equal to or lower than half of its paid up and called up capital and whenever the board of directors so decides. If the Board has failed to ensure that such general meetings of shareholders as referred to in the preceding sentences is held in a timely fashion, each shareholder and other person entitled to attend general meetings of shareholders may be authorized by the Dutch court to convene the general meeting of shareholders. The Board may convene additional extraordinary general meetings of shareholders whenever the Board so decides. Pursuant to our Articles of Association, one or more shareholders and/or others entitled to attend general meetings of shareholders, alone or jointly representing at least (i) ten percent of our issued share capital or (ii) ten percent of the ordinary shares in our issued share capital, may on their application, be authorized by the Dutch court to convene a general meeting of shareholders. The Dutch court will disallow the application if it does not appear that the applicants have previously requested that the Board convenes a shareholders’ meeting, and the board of directors has not taken the necessary steps so that the shareholders’ meeting could be held within eight weeks after the request. In accordance with the DCGC, shareholders who have the right to put an item on the agenda for our general meeting or to request the convening of a general meeting shall not exercise such rights until after they have consulted our Board. If exercising such rights may result in a change in our strategy (for example, through the dismissal of one or more of our directors), our Board must be given the opportunity to invoke a reasonable period of up to 180 days to respond to the shareholders’ intentions. If invoked, our Board must use such response period for further deliberation and constructive consultation, in any event with the shareholder(s) concerned and exploring alternatives. At the end of the response time, our Board shall report on this consultation and the exploration of alternatives to our general meeting. The response period may be invoked only once for any given general meeting and shall not apply (i) in respect of a matter for which a response period has been previously invoked or (ii) 88 if a shareholder holds at least 75% of our issued share capital as a consequence of a successful public bid. Moreover, our Board can invoke a cooling-off period of up to 250 days when shareholders, using their right to have items added to the agenda for a general meeting or their right to request a general meeting, propose an agenda item for our general meeting to dismiss, suspend or appoint one or more directors (or to amend any provision in our articles of association dealing with those matters) or when a public offer for our company is made or announced without our support, provided, in each case, that our Board believes that such proposal or offer materially conflicts with the interests of our company and its business. During a cooling-off period, our general meeting cannot dismiss, suspend or appoint directors (or amend the provisions in our articles of association dealing with those matters) except at the proposal of our Board. During a cooling-off period, our Board must gather all relevant information necessary for a careful decision-making process and at least consult with shareholders representing 3% or more of our issued share capital at the time the cooling-off period was invoked, as well as with our Dutch works council (if we or, under certain circumstances, any of our subsidiaries would have one). Formal statements expressed by these stakeholders during such consultations must be published on our website to the extent these stakeholders have approved that publication. Ultimately one week following the last day of the cooling-off period, our Board must publish a report in respect of its policy and conduct of affairs during the cooling-off period on our website. This report must remain available for inspection by shareholders and others with meeting rights under Dutch law at our office and must be tabled for discussion at the next general meeting. Shareholders representing at least 3% of our issued share capital may request the Enterprise Chamber for early termination of the cooling-off period. The Enterprise Chamber must rule in favor of the request if the shareholders can demonstrate that: • our Board, in light of the circumstances at hand when the cooling-off period was invoked, could not reasonably have concluded that the relevant proposal or hostile offer constituted a material conflict with the interests of our company and its business; • our Board cannot reasonably believe that a continuation of the cooling-off period would contribute to careful policymaking; or • other defensive measures, having the same purpose, nature and scope as the cooling- off period, have been activated during the cooling-off period and have not since been terminated or suspended within a reasonable period at the relevant shareholders’ request (i.e., no ‘stacking’ of defensive measures). General meetings of shareholders are convened by a notice which includes an agenda stating the items to be discussed. For the AGM the agenda is to include, among other things, the adoption of our annual accounts, the appropriation of our profits and proposals relating to the composition and filling of any vacancies of the Board and disclosure of remuneration. In addition, the agenda for a general meeting of shareholders includes such items as have been included therein by the Board. Pursuant to our Articles of Association, one or more shareholders and/or others entitled to attend general meetings of shareholders, alone or jointly representing at least (i) three percent of the issued share capital or (ii) three percent of the ordinary shares of our issued share capital (or, in each case, such lower percentage as the Articles of Association may provide), have the right to request the inclusion of additional items on the agenda of shareholders’ meetings. Such requests must be made in writing, substantiated and received by us no l ater than on the 60th day before the day the relevant shareholder meeting is held. No resolutions are to be adopted on items other than those which have been included in the agenda. We will give notice of each general meeting of shareholders by publication on our website, and in any other manner that we may be required to follow in order to comply with Dutch law, and applicable stock exchange requirements. The holders of registered shares may be convened for a shareholders’ meeting by means of letters sent to the addresses of those shareholders as registered in our shareholders’ register, or, subject to certain statutory requirements and restrictions, by electronic 89 means. We will observe the statutory minimum convening notice period for a general meeting of shareholders, which is currently forty-two days, and we will publish the following information on our website, and leave such information available on our website for a period of at least one year: (i) the notice convening the general meeting of shareholders, including the place and time of the meeting, the agenda for the meeting and the right to attend the meeting, (ii) any documents to be submitted to the general meeting of shareholders, (iii) any proposals with respect to resolutions to be adopted by the general meeting of shareholders or, if no proposal will be submitted to the general meeting of shareholders, an explanation by the Board with respect to the items on the agenda, (iv) to the extent applicable, any draft resolutions with respect to items on the agenda proposed by a shareholder as well as particulars provided to us concerning the shares and short positions that are, or are deemed to be, at the disposal of such shareholder, (v) to the extent applicable, a format proxy statement and a form to exercise voting rights in writing and (vi) the total number of outstanding shares and voting rights in our capital on the date of the notice convening the general meeting of shareholders. A record date (registratiedatum) of 28 calendar days prior to a general meeting of shareholders applies, with the purpose to establish which shareholders and others with meeting rights are entitled to attend and, if applicable, vote in the general meeting of shareholders. The record date and the manner in which shareholders can register and exercise their rights will be set out in the convocation notice of the general meeting. Our Articles of Association provide that a shareholder must notify the Company in writing of his or her identity and his or her intention to attend (or be represented at) the general meeting of shareholders, such notice to b e sent after the 28th day prior to the general meeting and to be received by us ultimately on the third trading day prior to the general meeting. If this requirement is not complied with or if upon direction of the Company to that effect no proper identification is provided by any person wishing to enter the general meeting of shareholders, the chairman of the general meeting of shareholders may, in his sole discretion, refuse entry to the shareholder or his proxy holder. Pursuant to our Articles of Association, the general meeting of shareholders is chaired by the chairman of the Board. If the chairman of the Board is absent, the directors present at the meeting shall appoint one of them to be chairman of the general meeting of shareholders. If none of the directors is present at the general meeting of shareholders, the general meeting of shareholders shall appoint its own chairman. Directors may attend a general meeting of shareholders and shall, in that capacity, have an advisory vote at these meetings. The chairman of the meeting may decide at his discretion to admit other persons to the meeting. The chairman of the meeting shall appoint another person present at the shareholders’ meeting to act as secretary and to minute the proceedings at the meeting. Each director may instruct a civil law notary to draw up a notarial report of the proceedings at the Company’s expense, in which case no minutes need to be taken. The chairman of the general meeting is authorized to eject any person from the general meeting of shareholders if the chairman considers that person to disrupt the orderly proceedings. The general meeting of shareholders shall be conducted in the English language. 8.8 AMENDMENTS OF ARTICLES OF ASSOCIATION The general meeting of shareholders may resolve to amend our Articles of Association. A resolution taken by the general meeting of shareholders to amend our Articles of Association requires a simple majority of the votes cast. 8.9 DIVIDENDS AND OTHER DISTRIBUTIONS To date, we have never declared or paid cash dividends to our shareholders. We have no present plan to pay dividends on our ordinary shares for the foreseeable future and currently intend to reinvest 90 all future earnings, if any, to finance the operation of our business and to expand our business. Under Dutch law, we may only pay dividends to the extent our shareholders’ equity exceeds the sum of our paid-up and called-up share capital plus the reserves required to be maintained by Dutch law or our Articles of Association. Any future determination relating to our dividend policy will be made at the discretion of our board of directors and will depend on a number of factors, including future earnings, capital requirements, contractual restrictions, financial condition, future prospects and other factors our board of directors may deem relevant from time to time. 91 8.10 DIVIDEND RIGHTS To the extent any profits remain after reservation by our board of directors, a preferred dividend accrues on the special voting shares to an amount equal to one percent (1%) of the aggregate nominal value of the special voting shares that are issued and not held by the Company itself, which amount will not be distributed to the Voting Depository (the sole holder of the special voting shares) but will be added to a special dividend reserve of the Company. Any profits remaining thereafter will be at the disposal of the general meeting of shareholders for distribution to the holders of ordinary shares in proportion to the aggregate nominal value of their ordinary shares. 8.11 PROFIT APPROPPRIATION The Board proposes to appropriate the loss for the period to the “other reserves”. 8.12 MAJOR SHAREHOLDERS Please refer to chapter 1.5 elsewhere in this annual report. 92 9. AGREEMENT BETWEEN SHAREHOLDERS 9.1 AGREEMENTS KNOWN TO US WHICH MAY RESULT IN RESTRICTIONS ON THE TRANSFER OF SECURITIES AND/OR VOTING RIGHTS Except for the Special Voting Agreement (as described in "Agreements Relating to our Shares - Special Voting Agreement" in Note 27 to our consolidated financial statements included elsewhere in this annual report), there are – as far as the Company is aware – no agreements involving a shareholder of Cnova that could lead to a restriction of the transferability of share or of voting rights on shares. 9.2 MATERIAL AGREEMENTS TO WHICH THE COMPANY IS A PARTY AND WHICH ALTER OR TERMINATE UPON A CHANGE OF CONTROL OF THE COMPANY Except for the Special Voting Agreement (as described in "Agreements Relating to our Shares - Special Voting Agreement" in Note 27 to our consolidated financial statements included elsewhere in this annual report), there are no material agreements to which we are a party that alter or terminate upon a change of control over the Company. 9.3 ANTI-TAKEOVER PROVISIONS Under Dutch law, various protective measures against takeovers are possible and permissible, within the boundaries set by Dutch statutory law and Dutch case law. Our Articles of Association do not include or provide for any such protective measures, although the Double Voting Right Structure (as described in “Special Voting Shares”) may have an anti-takeover effect. 10. EVENTS AFTER THE BALANCE SHEET DATE For information regarding subsequent events, see Note 27 to the consolidated financial statements include elsewhere in this annual report. 93 11. DEFINITIONS In this annual report, the terms “Cnova,” “we,” “us,” “our” and “the Company” refer to Cnova N.V. and, where appropriate, its subsidiaries. Any reference to “our brands” or “our domain names” in this annual report includes the brands “Cdiscount” and related domain names, which are either registered in the names of our Parent Companies or in the name of Cdiscount as more fully described herein. Additionally, unless the context indicates otherwise, the following definitions apply throughout this annual report: Name Definition AFM........................................................... Dutch Authority for the Financial Markets AMF........................................................... French Autorité des Marchés Financiers Casino ..................................................... Casino, Guichard-Perrachon S.A. Casino Group .................................... Casino, Guichard-Perrachon S.A. and its subsidiaries and, where appropriate, the controlling holding companies of Casino, including Rallye S.A. and Euris S.A.S. which are ultimately controlled by Mr. Jean-Charles Naouri CBD or GPA ........................................ Companhia Brasileira de Distribuição and, where appropriate, its subsidiaries (together, commonly known as Grupo Pão de Açúcar) Cdiscount............................................. Cdiscount S.A. and, where appropriate, its subsidiaries Cdiscount Group ............................ Cdiscount Group S.A.S. (formerly Casino Entreprise S.A.S.) and, where appropriate, its subsidiaries Euris.......................................................... Euris S.A.S. Éxito ......................................................... Almacenes Éxito S.A. and, where appropriate, its subsidiaries Founding Shareholders............ Casino, CBD, Via Varejo, Éxito and certain former managers of Nova Pontocom. Parent Companies........................ Casino, Euris, Éxito and, until 3- November 2023, CBD, each of which is an affiliate of Cnova SEC ............................................................ United States Securities and Exchange Commission Via Varejo............................................. Via Varejo S.A. and, where appropriate, its subsidiaries Voting Depository ........................ Stichting Cnova Special Voting Shares We also have a number of other registered trademarks, service marks and pending applications relating to our brands. Solely for convenience, trademarks and trade names referred to in this annual report may appear without the “®” or “™” symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent possible under applicable law, our rights or the rights of the applicable licensor to these trademarks and trade names. We do not intend our use or display other companies’ trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of us by, any other companies. Each trademark, trade name or service mark of any other company appearing in this annual report is the property of its respective holder. 94 12. FORWARD-LOOKING AND OTHER INFORMATION This annual report includes other statistical, market and industry data and forecasts which we obtained from publicly available information, independent industry publications and reports that we believe to be reliable sources. These publicly available industry publications and reports generally state that they obtain their information from sources that they believe to be reliable, but they do not guarantee the accuracy or completeness of the information. Although we believe that these sources are reliable, we have not independently verified the information contained in such publications. Certain estimates and forecasts involve uncertainties and risks and are subject to change based on various factors, including those discussed under “Risk Management and Risk Factors” in this annual report. This annual report may contain forward looking statements that are based on our management’s beliefs and assumptions and on information currently available to our management. -Forward looking statements include information concerning our possible or assumed future results of operations, business strategies, financing plans, competitive position, industry environment, potential growth opportunities, potential market opportunities and the effects of competition. -Forward looking- statements include all statements that are not historical facts and can be identified by terms such as “anticipates,” “believes,” “could,” “seeks,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “projects,” “should,” “will,” “would” or similar expressions that convey uncertainty of future events or outcomes and the negatives of those terms. These statements include, but are not limited to, statements regarding:  The financial and capital restructuring at Casino;  our ability to finalize the full year effect savings expected from our Efficiency Plan  our ability to compete successfully in our highly competitive market;  our ability to attract and retain talented personnel.  our ability to maintain and enhance our brands, as well as our customer reputation;  our ability to develop state-of-the-art technology, to make continuous improvement to our mobile platform successfully and to monetize traffic from mobile activity;  our ability to achieve growth in the higher-margin areas of our business, including our marketplace and home furnishings product category;  our ability to maintain and grow our existing customers base, to increase repeat orders from our customers and to grow our CDAV (« Cdiscount à Volonté », our client loyalty program) customer base;  our ability to maintain good relations with our vendors and the ability of our vendors to maintain their commercial position;  our ability to increase direct sales product assortment and marketplace offering successfully and continuously;  our ability to successfully optimize, operate and manage our fulfillment centers;  our ability to protect our sites, networks and systems against security breaches;  the extent to which we can benefit from the relationships with our Parent Companies;  the extent to which our sites are affected by significant interruptions or delays in service;  our ability to develop new sources of revenues or enhance the existing ones, 95 including the development of new B2B services;  our ability to continue the use of our domain names and prevent third parties from acquiring and using domain names that infringe on our domain names;  our ability to comply with European, French and other laws and regulations relating to privacy and data protection;  our ability to comply with additional or unexpected laws and regulations applying to our business, including consumer protection laws and tax laws; and  the final financial impact of the 2016 Reorganization, including the indemnification obligation of Cnova to Via Varejo.  Going concern assessment The forward-looking statements contained in this annual report reflect our views as of the date of this annual report about future events and are subject to risks, uncertainties, assumptions and changes in circumstances that may cause events or our actual activities or results to differ significantly from those expressed in any forward-looking statement. Cnova operates in highly volatile market environments, subject to rapid technological or competition-driven changes and difficult macro-environment. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future events, results, actions, levels of activity, performance or achievements. Readers are cautioned not to place undue reliance on these forward-looking statements. A number of important factors could cause actual results to differ materially from those indicated by the forward-looking statements, including, but not limited to, those factors described in “4. Risk Management and Risk Factors.” All of the forward-looking statements included in this annual report are based on information available to us as of the date of this annual report. Unless we are required to do so under applicable laws, we undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. 96 13. RESPONSIBILITY STATEMENT AND IN-CONTROL STATEMENT In accordance with the EU Transparency Directive, as incorporated in chapter 5.1A of the Dutch Financial Markets Supervision Act (Wet op het financieel toezicht), the Board declares that, to the best of its knowledge: • The Consolidated Financial Statements, together with the stand-alone Company Financial Statements, give a true and fair view of the assets, liabilities, financial position and results of Cnova N.V. and its affiliated companies included in the consolidated financial statements, taken as a whole, at December 31, 2023; • The Annual Report gives a true and fair view of the position as per the balance sheet date, and the development and performance of the business during the 2023 financial year of Cnova N.V. and its affiliated companies included in the consolidated financial statements, taken as a whole; and • The Annual Report describes the principal risks and uncertainties that Cnova N.V. and its affiliated companies included in the consolidated financial statements face. For the purpose of complying with provision 1.4.3 DCGC, the Board believes that, to the best of its knowledge, on the basis of reports and information provided to the Board, (i) the Annual Report provides sufficient insight into any failings in the effectiveness of the internal risk management and control system, as described in “Risk Management and Risk Factors,” (ii) the internal risk management and control system, as described in “Risk Management and Risk Factors” provides reasonable assurance that Cnova's financial reporting does not contain any error of material importance, (iii) based on Cnova's state of affairs as at the date of the Annual Report, it is justified that Cnova's financial reporting is prepared on a going concern basis and (iv) the Annual Report states those material risks and uncertainties that are relevant to the expectation of Cnova's continuity for a period of twelve months after the date of the Annual Report. Any material failings in, material changes to, and/or material improvements of the risk management and control systems, as described in “Risk Management and Risk Factors,” which have been observed, made and/or planned, respectively, during 2023, have been discussed with the audit committee and with the Board. It should be noted that the foregoing does not imply that this system and these procedures provide absolute assurance as to the realization of operational and strategic business objectives, or that they can prevent all misstatements, inaccuracies, errors, fraud and non-compliance with legislation, rules and regulations. Thomas Métivier, CEO and executive director Steven Geers, executive director Silvio J. Genesini Bernard Oppetit 97 14. CONSOLIDATED FINANCIAL STATEMENTS Page Consolidated Income Statements for the Years Ended December 31, 2022 and 2023 ................... 95 Consolidated Statements of Comprehensive Income for the Years Ended Dec. 31, 2022 and 2023 ........................................................................................................................................................................................................ 96 Consolidated Balance Sheets as of December 31, 2022 and 2023.................................................................. 97 Consolidated Statements of Cash Flows for the Years Ended December 31, 2022 and 2023..... 98 Consolidated Statements of Changes in Equity for the Years Ended Dec. 31, 2022 and 2023... 99 Notes to the Consolidated Financial Statements ...................................................................................................... 100 Note 1 Significant accounting policies, judgments, estimates and assumptions .............................. 100 Note 2 Significant events of the period ............................................................................................................................. 107 Note 3 Earnings per share........................................................................................................................................................... 109 Note 4 Business combinations and equity transactions ...................................................................................... 110 Note 5 Assets held for sale and discontinued operations .................................................................................... 112 Note 6 Operating segments...................................................................................................................................................... 114 Note 7 Main components of operating profit ............................................................................................................... 115 Note 8 Other operating expenses ......................................................................................................................................... 120 Note 9 Financial income and expense............................................................................................................................... 121 Note 10 Taxes ........................................................................................................................................................................................ 122 Note 11 Net cash, cash equivalents and restricted cash......................................................................................... 124 Note 12 Financial assets ................................................................................................................................................................ 125 Note 13 Inventories, net ................................................................................................................................................................. 129 Note 14 Leases ..................................................................................................................................................................................... 129 Note 15 Property and equipment, net ................................................................................................................................ 133 Note 16 Other intangible assets, net.................................................................................................................................... 134 Note 17 Goodwill................................................................................................................................................................................. 137 Note 18 Consolidated equity ..................................................................................................................................................... 139 Note 19 Provisions ............................................................................................................................................................................. 141 Note 20 Pension and other post-employment benefit obligations ............................................................. 142 Note 21 Financial liabilities and other liabilities ........................................................................................................... 144 Note 22 Fair value of financial instruments .................................................................................................................... 146 Note 23 Financial risk management objectives and policies ............................................................................ 148 Note 24 Off-balance sheet commitments ...................................................................................................................... 151 Note 25 Contingencies .................................................................................................................................................................. 151 Note 26 Related party transactions...................................................................................................................................... 152 Note 27 Subsequent events ...................................................................................................................................................... 159 Note 28 Main consolidated companies............................................................................................................................. 160 Note 29 Auditor fees........................................................................................................................................................................ 161 98 CONSOLIDATED FINANCIAL STATEMENTS OF CNOVA N.V. Consolidated income statements for the years ended December 31, 2022 and 2023 € thousands Notes December 31, 2022 Revised, see Note 1 December 31, 2023 Net sales ........................................................................... 7 1 652 509 1 196 657 Cost of sales..................................................................... 7 (1 262 307) (834 542) Gross Margin 390 202 362 115 Operating expenses Fulfillment ....................................................................... 7 (150 803) (126 283) Marketing ........................................................................ 7 (86 983) (69 317) Technology and content ............................................ 7 (152 819) (138 627) General and administrative ....................................... 7 (43 753) (42 886) Operating profit/(loss) before strategic and restructuring, litigation, impairment and disposal of assets costs............................................. (44 44157157) (14 14998998) Strategic and restructuring costs............................ 8 (13 048) (3 487) Litigation profits ............................................................ 8 484 1 452 Impairment and disposal of assets ......................... 8 8 187 (22 565) Change in scope of consolidation ........................... 8 (159) (118) Other non-recurring costs ......................................... 8 - - Operating profit/(loss) ............................................... (48 692) (39 716) Financial income ........................................................... 9 1 175 1 066 Financial expense ......................................................... 9 (73 403) (58 726) Loss before tax ............................................................. (120 921) (97 376) Income tax expense ..................................................... 10 (5 153) (28 627) Share of profit of associates - 73 Net loss from continuing operations .................. (126 074) (125 930) Net profit from discontinuing operations, net of tax ...................................................................................... 5 781 (3 3723723) Net loss for the period ............................................... (125 293) (129 653) Attributable to Cnova equity owners ..................... (125 572) (125 595) Attributable to non-controlling interests ............. 279 (4 058) - Attributable to the owners continuing ................. (125 759) (121 872) Attributable to non-controlling interests continuing ....................................................................... (315) (4 4058058) Attributable to the owners discontinuing............ 187 (3 723) Attributable to non-controlling interests discontinuing ................................................................. 594 - Earnings (losses) per share In € Notes December 31, 2022 Revised, see Note 1 December 31, 2023 Basic earnings per share............................................... 3 (0,36) 36(0,36) 36Basic earnings per share – continuing operations .......................................................................... (0,36) 36(0,35) 35Diluted earnings per share .......................................... (0,36) 36(0,36) 36Diluted earnings per share – continuing operations .......................................................................... (0,36) 36(0,35) 35 99 Consolidated statements of comprehensive income for the years ended December 31, 2022 and 2023 € thousands December 31, 2022 Revised, see Note 1 December 31, 2023 Net loss for the year ................................................................. (125 293) (129 653) Items that may subsequently be recycled to profit or loss Foreign currency translation .................................................. (16) 4 Items that will not be reclassified to profit or loss Actuarial gains ............................................................................ 2 199 (1 005) Other comprehensive income for the year, net of tax..................................................................................................... 2 183 (1 001) Total comprehensive loss for the year, net of tax ....... (123 110) (130 654) Attributable to Cnova equity owners .................................. (123 409) (126 529) Attributable to non-controlling interests ........................... 299 (4 125) 100 Consolidated balance sheets as of December 31, 2022 and 2023 (€ thousands) Notes December 31, 2022 December 31, 2023 ASSETS Cash and cash equivalents ............................................................................. 11 13 654 11 021 Trade receivables, net ......................................................................................... 12 83 003 92 667 Inventories, net........................................................................................................ 13 145 902 100 544 Current income tax assets .............................................................................. 2 883 1 834 Other current assets, net.................................................................................. 12 319 160 144 900 Total current assets ........................................................................................... 564 603 350 966 Deferred tax assets ............................................................................................... 10 42 171 15 012 Right of use assets, net ...................................................................................... 14 115 820 71 429 Property and equipment, net ....................................................................... 15 19 115 16 412 Other intangible assets, net ........................................................................... 16 233 240 208 385 Goodwill........................................................................................................................ 17 60 736 60 736 Other non-current assets, net ...................................................................... 12 12 614 7 134 Total non-current assets................................................................................ 483 696 379 108 Assets held for sale 1 1 TOTAL ASSETS ........................................................................................................ 1 048 299 730 075 EQUITY AND LIABILITIES Current provisions................................................................................................. 19 9 149 4 498 Trade payables......................................................................................................... 428 921 252 912 Current financial debt ........................................................................................ 21 127 929 183 598 Current lease liability .......................................................................................... 14 35 796 30 978 Current tax and social liabilities .................................................................. 66 983 55 271 Other current liabilities...................................................................................... 21 210 452 205 125 Total current liabilities .................................................................................... 879 229 732 382 Pension and other LT employee benefits obligations ................ 20 5 030 6 424 Non-current provisions...................................................................................... 19 990 357 Non-current financial debt ............................................................................. 21 414 506 416 917 Non-current lease liability ............................................................................... 14 105 328 64 399 Other non-current liabilities .......................................................................... 21 18 068 16 145 Deferred tax liabilities......................................................................................... 10 1 262 53 Total non-current liabilities ......................................................................... 545 184 504 295 Liabilities directly associated with the assets held for sale - - Share capital.............................................................................................................. 17 261 17 261 Reserves, retained earnings and additional paid-in capital.... (465 222) (591 640) Equity attributable to equity holders of Cnova .......................... (447 961) (574 379) Non-controlling interests.............................................................................. 71 848 67 776 Total equity ............................................................................................................... 18 (376 113) (506 603) TOTAL EQUITY AND LIABILITIES 1 048 299 730 075 101 Consolidated statements of cash flows for the years ended December 31, 2022 and 2023 102 € thousands 2022 Revised, see Note 1 2023 Net loss attributable to equity holders of the Parent ............ (125 759) (121 872) Net loss attributable to non-controlling interests................... (315) (4 058) Net loss continuing for the year ................................................. (126 074) (125 930) Depreciation and amortization expense.................................... 96 984 96 183 (Gains) losses on disposal of non-current assets and impairment of assets......................................................................... (13 418) 15 763 Other non-cash items ....................................................................... 3 429 (1 053) Financial expense, net ...................................................................... 72 230 57 659 Current and deferred tax expenses.............................................. 5 154 28 627 Income tax ............................................................................................ (2 460) (2 475) Change in operating working capital.......................................... 11 031 (146 279) Inventories of products ................................................................ 156 740 45 190 Trade payables ............................................................................... (201 529) (173 911) Trade receivables........................................................................... 77 789 (14 182) Other .................................................................................................. (21 969) (3 376) Net cash from/(used in) operating activities of continuing operations .................................................................... 46 876 (77 505) Net cash from/(used in) operating activities of discontinued operation .................................................................. 8 637 (3 743) Purchase of property, equipment & intangible assets .......... (80 909) (63 300) Purchase of non-current financial assets ................................... (192) (69) Proceeds from disposal of prop., equip., intangible assets & non-current financial assets........................................................ 22 635 3 136 Disposal of subsidiaries, net of cash acquired (Notes 4 and 5) ............................................................................................................... 58 172 7 103 (Payments)/redemption of loans granted (including to related parties)..................................................................................... (153 397) 155 190 Net cash from/(used in) continuing investing operations ............................................................................................ (153 691) 102 060 Net cash from discontinued investing operations ............. 14 347 1 688 Dividends paid to the non-controlling interests...................... (5) - Proceeds from loan received - 45 410 Additions to financial debt .............................................................. 169 983 7 000 Repayments of financial debt ........................................................ (58 438) (200) Repayments of lease liability .......................................................... (27 799) (26 549) Interest paid on lease liability ......................................................... (7 830) (7 118) Interest paid ......................................................................................... (56 971) (43 704) Net cash from/(used in) continuing financing operations ............................................................................................ 18 940 (25 161) Net cash used in discontinued financing operations ....... (6 581) (1 097) Effect of changes in foreign currency translation adjustments ......................................................................................... 1 3 Change in cash and cash equivalents from continuing operations ............................................................................................ (87 874) (602) Change in cash and cash equivalents from discontinued operations ................................................................ 16 403 (3 153) Cash and cash equivalents, net, at beginning of period . 17 130 (54 341) Cash and cash equivalents, net, at end of period (Note 11) .............................................................................................................. (54 341) (58 097) 103 Consolidated statements of changes in equity for the years ended December 31, 2022 and 2023 € thousands (before appropriation of profit) Number of shares Share capital Additional paid in capital Retained earnings Foreign currency translation Actuarial gains and losses Equity holders of the Parent Non- controlling interests Total consolidated equity As of December 31, 2021 345 210 398 17 261 448 649 (787 008) (56) (3 031) (324 186) 71 257 (252 928) Other comprehensive income/(loss) for the period (16) 2 179 2 163 20 2 183 Net profit/(loss) for the period (125 572) (125 572) 279 (125 293) Consolidated comprehensive income/(loss) for the period - - (125 572) (16) 2 179 (123 409) 299 (123 110) Other movements (367) (367) 292 (75) As of December 31, 2022 345 210 398 17 261 448 649 (912 946) (72) (852) (447 960) 71 848 (376 113) Other comprehensive income/(loss) for the period 4 (938) (934) (67) (1 001) Net profit/(loss) for the period (125 595) (125 595) (4 058) (129 653) Consolidated comprehensive income/(loss) for the period - - (125 595) 4 (938) (126 529) (4 125) (130 654) Dissolution of subsidiaries (1) 127 127 54 181 Other movements (16) (16) (16) As of December 31,2023 345 210 398 17 261 448 649 (1 038 415) (68) (1 806) (574 378) 67 777 (506 603) (1) CDiscount Ecuador, CDiscount Uruguay 104 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Description of reporting entity Cnova N.V. (hereafter “Cnova” or the “Company) is a Dutch public limited liability company (naamloze vennootschap) incorporated (CCI Number 60776676) and domiciled in the Netherlands at Strawinskylaan 3051, 1077ZX Amsterdam. It is listed on Euronext Paris since January 23, 2015. At December 31, 2023 and following the acquisition from GPA of the company CBD Luxembourg Holding which indirectly owned 34,0% of Cnova’s share (see Note 2.3.1), Casino Guichard Perrachon SA owns directly and indirectly 98,8% of Cnova’s share capital. At December 31, 2023, Cnova’s ultimate parent company is Euris SAS, from France. Following the effective completion of Casino Group financial restructuring on March 27, 2024, Cnova’s ultimate parent company is France Retail Holdings S.à.r.l. (an entity ultimately controlled by Mr. Daniel Křetínský). The Group consolidated financial statements of Cnova and its subsidiaries (collectively, the Group) for by the year ended December 31, 2023 were authorized for issue in accordance with a resolution of the directors on April 22, 2024. The Group consists of leading e-commerce operations in France and other countries in Western Europe with headquarters in the Netherlands. Note 1 Significant accounting policies, judgments, estimates and assumptions 1.1 Basis of preparation of Cnova consolidated financial statements 1.1.1 General framework Cnova has prepared these consolidated financial statements in accordance with International Financial Reporting Standards (“IFRS”) as adopted by the European Union (“EU”), and part 9 of the Dutch Civil Code. All Cnova’s entities have a December 31 year-end. 1.1.2 Material uncertainties related to going concern assumption a. Introduction Cnova’s capital management objectives are to ensure the Company’s ability to continue as a going concern and to provide an adequate value creation and return to its shareholders. The Company monitors capital on the basis of the carrying amount of equity plus its loans (including loans due to Casino net of the current account related to the cash-pool due from Casino), less cash and cash equivalents as presented on the face of the balance sheet. Management assesses the Company’s capital requirements in order to maintain an efficient overall financing structure. Cnova manages the capital structure and makes adjustments to it in the light of changes in economic conditions and the risk characteristics of the underlying assets. In order to maintain or adjust the capital structure, the Company may issue new shares or sell assets to reduce debt. 105 b. Financial position and highlights As of December 31, 2023, net financial debt increased to €589 million and net current assets / liabilities are negative by €382 million. Cash (used in)/from continuing operating activities was negative €79 million in 2023 compared to €47 million in 2022, mostly due to change in working capital. The negative equity is €507 million at December 31, 2023. The negative equity is mainly caused by the decrease of capital and share exchange between Cnova NV / Cnova Brazil in 2016 for €474 million and accumulated losses for the amount of €497 million. c. Significant available credit facilities to fund operations In 2023 the Company had a credit line of €700 million with its parent, Casino Guichard-Perrachon set in order to cover the needs of the Company (Current Account Agreement with Casino Finance). As part of the Current Account Agreement between Casino Finance, and Cnova and its subsidiaries, unused credit lines amounted to €266 million as of December 31, 2023. The term of the Current Account Agreement with Casino Finance is until July 31, 2026 and can only be terminated earlier by mutual consent. In addition, Casino Guichard-Perrachon confirmed through a letter dated March 28, 2023 that it will provide financial support to Cnova N.V. to assist the company in meeting its liabilities as and when they fall due up to a maximum of € 100 million in addition to the abovementioned amount of € 700 million and only to the extent that funds are not otherwise available to Cnova N.V. to meet such liabiliti es until September 28th, 2024. Following the completion of the accelerated safeguard procedures on 26 February 2024, Casino Guichard-Perrachon also confirmed that it has the ability to provide such support. Cdiscount has obtained on February 27, 2024 the “constat” from the Paris Commercial Court of the conciliation protocol with its core banking pool providing for an extension of terms for the state- guaranteed loans “PGE” and the maintenance of overdraft facilities (State Guaranteed Loan and Bank overdrafts), until end of March 2026. Refer to Note 27 Subsequent events. d. Evolution of net financial debt during 2023 The sequential degradation of the rating of Casino Group by rating agencies implied net financial debt deterioration at Cnova level since April 2023. Working capital of Cnova is significantly impacted due to reductions by credit insurers, implying earlier payments to suppliers and consequently deterioration of net cash flows. In that context, Cnova has undertaken various measures to mitigate the cash consumption: (i) the acceleration of its transformation towards a marketplace-oriented business model, (ii) the reinforcement of the efficiency plan launched in 2022 with additional measures in 2023 and (iii) inventory reduction plan to adapt as per new direct sales volumes. e. Condition that may cast significant doubt on Cnova's ability to continue as a going concern after 2025 The company has an inadequate capital structure in relation to its debts, which could compromise the mid-term business plan, particularly after 2025, when the Current Account Agreement with Casino Finance, the State Guaranteed Loan and Bank overdrafts will not be secured anymore. Therefore a material uncertainty exists that may cast significant doubt on Cnova’s ability to continue as a going concern after 2025. 106 f. Management’s plans to mitigate the effect of the condition and evaluation of the significance of the condition in relation to the going concern assessment The company has initiated discussions with its main shareholder about a potential recapitalization including converting (part of) the debt into equity. However, considering that no decision has been made to date, current conditions may indicate a material uncertainty that may cast significant doubt on Cnova’s ability to continue as a going concern after 2025 and, therefore, Cnova may not be able to realize its assets and discharge its liabilities in the normal course of business. Refer to section 2.2.(iii) “Risks related to our relationships with the Casino Entities” and to Note 27 of the consolidated financial statements. g. Basis of preparation Despite the identified material uncertainty, the Board of Directors expects a positive outcome of discussions with its main shareholder about the recapitalization, but as mentioned the outcome remains uncertain. Therefore, the Board of Directors of Cnova considered it is appropriate to prepare the 2023 year-end consolidated financial statements under the going concern assumption and didn’t include any adjustments to the carrying amounts and classification of assets, liabilities and reported expenses that may otherwise be required if the going concern basis was not appropriate. h. Significant judgements and assumptions made by management in the going concern assessment Management of Cnova assumes no significant deterioration in performance compared to the businesss plan and cash forecast, as approved in November 2023 by the Board of Directors, which would lead to sufficient cash until end of 2025. It should be noted that these cash flow forecast inherently involve significant assumptions and uncertainties at Cnova level. The cash pool arrangement (Current Account Agreement) immediately terminates if Casino no longer controls, directly or indirectly, Casino Finance or Cnova or its European subsidiaries, as the case may be, or in case of bankruptcy of a party. At balance sheet date and at the date of preparation of these financial statements Management has no indications relating to the events as described above. The determination of whether there are material uncertainties is a significant judgement made by management based on the business plan and cash forecast and the available credit facilities referred to above. The application of the going concern assumption as a basis of preparation is a significant judgement based on the expectation of a positive outcome of the discussions about recapitalization with the main shareholder. 1.1.3 Standards and interpretations published with effect from January 1, 2023 The Group applies the accounting standards and amendments that are effective for annual periods beginning on or after 1 January 2023: 107 • IFRS 17 new standard implementation relating to insurance contracts, including amendments to Initial Application of IFRS 17 and IFRS 9 – Comparative Information • IAS 8 amendments relating to Accounting Estimates Definitions • IAS 1 amendments & Practice Statement 2 relating to Disclosure of Accounting Policies • IAS 12 amendments relating to deferred taxes on assets and liabilities arising from the same transaction • IAS 12 amendments relating to international tax reform, rules model pillar 2 These amendments had no material impact on the consolidated financial statements. No new standards implementation in 2023 were considered. The Group has not early adopted any standards, interpretations or amendments that have been issued but are not yet effective. The New IFRS Accounting Standards or amendments applicable on the 1 of January 2024 are the followings: • Lease Liability in a Sale and Leaseback (Amendments to IFRS 16, adopted by the EU in November 2023) • Classification of Liabilities as Current or Non-Current and Non-current Liabilities with Covenants (Amendments to IAS 1 Presentation of Financial Statements, adopted by the EU in December 2023) Analysis of the potential impact are currently in progress. 1.1.4 Standards and interpretations published but not yet mandatory The following pronouncements from the IASB applicable to Cnova will become effective for future reporting periods and have not yet been adopted by the group. The EU has not communicated adoption dates concerning these amendments: • IAS 7 and IFRS 7 relating to supplier finance arrangements • IAS 21 relating to lack of exchangeability The Group does not expect the application of these standards, amendments or interpretations to have a material impact on its Consolidated Financial Statements. 1.1.5 Impact of 2023 discontinued operations on 2022 financial statements The consolidated financial statements as of December 31, 2022 have been impacted by the presentation of Carya activity as discontinued operations (see Note 4 and 5). The impacts on the consolidated income statements as of December 31, 2022, are the following: 108 € thousands December 31, 2022 From 2022 Annual Report CARYA result presented in discontinuing activities December 31, 2022 Revised Net sales........................................................................................... 1 700 168 (47 659) 1 652 509 Cost of sales ................................................................................... (1 306 365) 44 057 (1 262 307) Gross Margin 393 804 (3 602) 390 202 Operating expenses Fulfillment ...................................................................................... (151 506) 703 (150 803) Marketing ....................................................................................... (88 233) 1 250 (86 983) Technology and content...................................................... (153 824) 1 005 (152 819) General and administrative ............................................... (46 001) 2 248 (43 753) Operating profit/(loss) before strategic and restructuring, litigation, impairment and disposal of assets costs ...................................................... (45 761) 1 604 (44 157) Strategic and restructuring cost .................................... (13 048) - (13 048) Litigation costs ............................................................................ 484 - 484 Change in scope of consolidation ................................. 8 147 40 8 187 Impairment and disposal of assets .............................. (159) - (159) Other non-recurring costs .................................................. - - - Operating profit/(loss)......................................................... (50 336) 1 644 (48 692) Financial income ....................................................................... 1 176 (1) 1 175 Financial expense ..................................................................... (73 715) 312 (73 403) Profit/(loss) before tax ........................................................ (122 876) 1 955 (120 921) Income tax gain/(expense) ................................................. (5 153) - (5 153) Share of profit of associates - Net profit (loss) from continuing operations ... (128 029) 1 955 (126 074) Net profit (loss) from discontinuing operations . 2 736 (1 955) 781 Net profit/(loss) for the period...................................... (125 293) - (125 293) Attributable to Cnova equity owners.......................... (125 572) - (125 572) Attributable to non-controlling interests ................ 279 - 279 - Attributable to the owners continuing ..................... (127 708) 1 949 (125 759) Attributable to non-controlling interests continuing................................................................ ...................... (321) 6 (315) Attributable to the owners discontinuing .............. 2 136 (1 949) 187 Attributable to non-controlling interests discontinuing ............................................................................... 600 (6) 594 Earnings (losses) per share: In € 2022 From 2022 Annual report 2022 Revised Basic earnings per share.............................................. (0,36) (0,36) Basic earnings per share – continuing operations ......................................................................... (0.37) (0,36) Diluted earnings per share ......................................... (0,36) (0,36) Diluted earnings per share – continuing operations ......................................................................... (0.37) (0,36) 109 110 The impacts on the consolidated statement of cash flows as of December 31, 2022, are the following: € thousands December 31, 2022 From 2022 Annual Report CARYA presented in discontinuing activities December 31, 2022 Revised Net profit (loss) attributable to equity holders of the Parent (127 708) 1 949 (125 759) Net profit (loss) attributable to non-controlling interests........ (321) 6 (315) Net profit (loss) continuing for the year.................................. (128 029) 1 955 (126 074) Depreciation and amortization expense ............................................. 97 796 (812) 96 984 (Gains) losses on disposal of non-current assets and impairment of assets.......................................................................................... (13 418) - (13 418) Other non-cash items ........................................................................................ 3 342 87 3 429 Financial expense, net ....................................................................................... 72 541 (311) 72 230 Current and deferred tax (gains) expenses ........................................ 5 154 - 5 154 Income tax paid...................................................................................................... (2 460) - (2 460) Change in operating working capital..................................................... 14 550 (3 519) 11 031 Inventories of products ............................................................................... 156 720 20 156 740 Trade payables ................................................................................................. (199 416) (2 113) (201 529) Trade receivables ............................................................................................ 79 614 (1 825) 77 789 Other ........................................................................................................................ (22 368) 399 (21 969) Net cash from/(used in) operating activities of continuing operations.......................................................................................... 49 476 (2 600) 46 876 Net cash from/(used in) operating activities of discontinued operation................................................................. 6 037 2 600 8 637 Purchase of property, equipment & intangible assets ............... (81 653) 744 (80 909) Purchase of non-current financial assets ............................................ (281) 89 (192) Proceeds from disposal of prop., equip., intangible assets & non-current financial assets .......................................................................... 22 635 - 22 635 Disposal/(Acquisition) of subsidiaries, net of cash acquired (Notes 4 and 5) ........................................................................................................ 58 172 - 58 172 Changes in loans granted (including to related parties) (1) .... (153 397) - (153 397) Net cash from/(used in) continuing investing operations (154 524) 833 (155 357) Net cash from/(used in) discontinued investing operations ............................................................................................................... 15 180 (833) 16 013 Increase (decrease) of capital of the holding company ............ - - - Dividends paid to the non-controlling interests ............................ (5) - (5) Additions to financial debt ............................................................................. 169 983 - 169 983 Repayments of financial debt (58 438) - (58 438) Repayments of lease liability ........................................................................ (27 799) - (27 799) Interest paid on lease liability....................................................................... (7 830) - (7 830) Interest paid .............................................................................................................. (57 286) 315 (56 971) Net cash from/(used in) continuing financing operations 18 625 315 18 940 Net cash from/(used in) discontinued financing operations (6 266) (315) (6 581) Change in cash and cash equivalents from continuing operations .......................................................................................... (86 422) (1 452) (87 874) Change in cash and cash equivalents from discontinued operations .......................................................................................... 14 951 1 452 16 403 Cash and cash equivalents, net, at beginning of period ... 17 130 - 17 130 Cash and cash equivalents, net, at end of period (Note 11) ............................................................................................................... (54 341) - (54 341) 111 112 1.2 Accounting convention and use of estimates 1.2.1 Accounting convention The consolidated financial statements have been prepared using the historical cost convention on the basis described above in the “Description of reporting entity” and the “Basis of preparation of Cnova consolidated financial statements”. The consolidated financial statements are presented in thousands of euros. The figures in the tables have been rounded to the nearest thousand euros and include individually rounded data. Consequently, the totals and subtotals may not correspond exactly to the sum of the reported amounts. 1.2.2 Use of judgments, estimates and assumptions The preparation of Cnova’s consolidated financial statements requires management to make judgments, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the accompanying disclosures, and the disclosure of contingent liabilities. Uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities affected in future periods. Judgments In the process of applying Cnova’s accounting policies, management has made the following judgments, which have the most significant effect on the amounts recognized in the consolidated financial statements; Topic Nature of the judgement Going concern - Refer to Note 1.1.2. “Material uncertainty related to going concern assumption” Revenue recognition from marketplace transactions - Classification of Cnova as an agent (versus a principal), considering its primary responsibility in providing the goods to the consumer, its latitude in establishing prices, and the inventory risk - Timing of the satisfaction of performance obligations, transaction price, and amounts allocated to performance obligations - Evaluation when the customer obtains control of the promised goods or services Capitalized development costs - Commercial and technical feasibility of development projects - Useful life of projects based on probable service lifetime Discontinued operations - Qualification relying on a cash generating unit, an operating segment as per IFRS8 before aggregation and a net result of at least €1 million (positive or negative) Classification of assets and liabilities as current and non-current - Definition of a standard operating cycle (or within 12 months) to estimate current assets All other assets or liabilities being classified as “non current” 113 Estimates and assumptions The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date that have a significant risk of resulting in material adjustment to the carrying amounts of assets and liabilities within the next financial year, are described below. Cnova based its assumptions and estimates on parameters available when the consolidated financial statements were prepared. Existing circumstances and assumptions about future developments, however, may change due to market changes or circumstances arising beyond the control of Cnova. Such changes are reflected in the assumptions when they occur. Note 2 Significant events of the period 2.1. Governance changes On January 12, 2023 Cnova announced changes to the composition of its Board of Directors: - Mr. Emmanuel Grenier was replaced by Mr. Thomas Metivier as Cnova CEO and Executive Director. Mr. Emmanuel Grenier remained on the Board as a Non-Executive Director and chair the Cnova strategic committee. Mr. Thomas Metivier was also appointed CEO of Cdiscount. - Mr. Guillaume Michaloux was appointed as Non-Executive Director on the date hereof. He took the place of Mr. Ronaldo Iabrudi dos Santos Pereira who resigned on January 12, 2023. - Mr. Eleazar de Carvalho Filho was appointed as the Board’s Vice-Chairman. He succeeded Mr. Iabrudi on the Company’s Nomination and Remuneration Committee. Topic Nature of the judgement Lease - Determination of discount rate and the lease term for the purpose of measuring the lease liability. - The Group has several lease contracts that include extension and termination options. The Group applies judgement in evaluating whether it is reasonably certain to exercise the option to renew or not to exercise the option to terminate the lease Impairment of goodwill & other intangible assets - Valuation methods and underlying hypothesis Deferred tax - Determination of the amount of deferred assets that can be recognized, based upon the timing and the level of future taxable profits together with future tax planning strategy Provisions - Estimation of probability of the outcome, timing and amount based on the fact known at the balance sheet date Contingencies - Estimation of probability of the outcome, timing and amount based on the fact known at the balance sheet date Revenues - Underlying assumptions considering cut-off for B2C activities, rebates (based on the specific terms and conditions of the contracts concerned), Receivables - Estimation of the recoverability of marketplace receivables 114 On August 31, 2023, 2023, Mr. Emmanuel Grenier, non-executive director of the Company, left the Company’s Board of Directors. On November 30, 2023, Following the completion of the transaction pursuant to which Casino- Guichard-Perrachon S.A. acquired CBD Luxembourg Holding from GPA (Companhia Brasileira de Distribuição) which increased Casino’s stake in Cnova, directly and through wholly-owned subsidiaries, to 98.8%, Messrs. Eleazar de Carvalho, Vice-Chairman and non executive director of the Company, Guillaume Michaloux, non-executive director of the Company and Christophe Hidalgo, non-executive director of the Company, have resigned their directorships as per the date hereof. 2.2. Conciliation and Group Casino ongoing buyout In 2023 successive events led to a conciliation at Casino and Cnova level and ongoing buyout process at Casino level. All steps are available on Casino website 2 and are summarized hereafter: - H1 2023: successive downgrades by rating agencies implying risk reevaluation from Cnova stakeholders, including credit insurers - May 25 th , 2023: opening Conciliation procedure at Cnova and Casino Level - June 7 th , 2023: offers publication by EP Global & Fimalac and 3F - July 27 th , 2023: expected agreement in principles - September 20 th , 2023: Casino Business Plan update - October 5 th , 2023; Lock-up Agreement - October 25 th , 2023: o Accelerated safeguard procedure opening by Casino Group 3 o Cdiscount, still in “conciliation”, waiting for the “constat” from the tribunal of the conciliation protocol with its core banking pool (extension of terms for the state- guaranteed loans “PGE” and the maintenance of overdraft facilities), which will be given at the end of Casino safeguard procedure o All other subsidiaries are out of conciliation During conciliation procedure, in a context of decreasing volumes, Cnova completed discussions with some of C-Logistics lessors to negotiate the early termination of 4 warehouses’ leases (see note 14). 2.3. Legal structure main evolutions 2.3.1. Casino acquisition of GPA interests in Cnova The Casino Group announced on November 27 th 2023 the acquisition from GPA of CBD Luxembourg Holding, which indirectly holds 34,0% of Cnova's share capital (i.e. 117 303 664 ordinary shares). The effect of the Transaction will ’e to increase Casino's stake in Cnova, directly and through wholly-owned subsidiaries, to 98,8%. 2.3.2. Carya disposal (1001pneus website) 2 https://www.groupe-casino.fr/communiques/ 3 Including: Casino Finance, Distribution Casino France, Casino Participations France, Quatrim, Ségisor et Monoprix. 115 Refer to Note 4.b 116 2.4. Financing operations 2.4.1. Reverse factoring arrangements termination Cnova has sent notice to terminate its reverse factoring arrangements on December 31, 2022 with 3 financial institutions. Accordingly, no new trade payable will be included in reverse factoring arrangements starting January 1, 2023. At December 31, 2022, Trade payables include €33,0m of liabilities related to reverse factoring arrangements. 2.4.2. Increase in financing arrangement with Casino On March 28, 2023, Casino Guichard-Perrachon has signed a support letter in which the Group has confirmed that it will provide financial support to assist the company in meeting its liabilities as and when they fall due to a maximum of € 100 million in addition to the abovementioned amount of € 700 million and only to the extent that money is not otherwise available to the Company to meet such liabilities for a period of at least 18 months from date of 2022 consolidated accounts approval, hence until September 29 th , 2024. 2.4.3. Inventory Special Purpose Vehicle (« SPV ») A Special Purpose Vehicle (C-Shield legal entity) has been established to carry the inventory of specific categories. Cdiscount owns 9999 shares of the SPV and 1 preferred share is held by Sienna AM France. This preferred share enables the appointment and removal of president of the SPV. This SPV purchased € 36 million inventory from Cdiscount on December 31, 2023 (€ 19 million in 2022). This SPV now owns and financially hold current and future inventories of this category. Products from this category are still purchased from Cdiscount but sold at delivery and purchased back when the product is sold by Cdiscount to an end customer. This SPV has issued a € 20 million bond bearing interest at 6,5% on June 28, 2023. Duration of the financing is 7 years. Cdiscount controls the SPV as per IFRS 10 and therefore consolidates this entity, whose transfer pricing with Cdiscount is performed at arm’s length conditions. Note 3 Earnings per share Earnings per share for the year ended December 31, 2023, is €(0,36), which splits in €(0,35) for continuing operations and €(0,01) for discontinued operations. € thousands 2022 Revised, see Note 1 2023 Gains (losses) attributable to ordinary equity holders of the parent for basic earnings and adjusted for the effect of dilution (1) ........................ (125 572) (125 595) 2022 Revised, see Note 1 2023 Weighted average number of ordinary shares for basic EPS including DSU (1) (refer to Note 18) .............. 345 210 398 345 210 398 Dilutive instruments ............................................................. — — Weighted average number of ordinary shares adjusted for the effect of dilution ..................................... 345 210 398 345 210 398 (1) On November 19, 2014, Cnova granted to certain executives of Cnova deferred stock units (DSU). Since the DSU are non-forfeitable (refer to Note 18), the expense related to the fair value of services rendered has been recorded in 2014. The total number of shares after the cancellation of shares received as part of the 2016 117 reorganization is 345 210 398. Note 4 Business combinations and equity transactions a. Accounting policies The consolidated financial statements include the accounts of all entities in which Cnova has a controlling financial interest.  Consolidated Entities Control is achieved when Cnova is exposed, or has rights, to variable returns from its involvement with the investee and can affect those returns through its power over the investee. Specifically, Cnova controls an investee if and only if Cnova has: • Power over the investee (i.e. existing rights that give it the current ability to direct the relevant activities of the investee); • Exposure, or rights, to variable returns from its involvement with the investee; and • The ability to use its power over the investee to affect its returns. When Cnova has less than a majority of the voting or similar rights of an investee, Cnova considers all relevant facts and circumstances in assessing whether it has power over an investee, including: • The contractual arrangement with the other vote holders of the investee; • Rights arising from other contractual arrangements; and • Cnova’s voting rights and potential voting rights. Cnova re-assesses whether it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control. Consolidation of an entity begins when Cnova obtains control over the entity and ceases when Cnova loses control of the entity.  Associates Associates are companies in which Cnova exercises significant influence over financial and operational policies without having control. They are accounted for by using the equity method. Goodwill related to these entities is included in the carrying amount of the investment in the associate.  Business combination The consideration transferred in a business combination is measured at fair value, which is the sum of the acquisition-date fair values of the assets transferred by the acquirer, the liabilities incurred by the acquirer to former owners of the acquiree and the equity interests issued by the acquirer. Identifiable assets acquired and liabilities assumed are measured at their acquisition-date fair values. Acquisition-related costs are accounted for as expenses in the periods in which they are incurred. Any excess of the aggregate of consideration transferred and the amount of non-controlling interests in the transaction over the fair value of the identifiable assets acquired and liabilities assumed is recognized as goodwill. For each business combination, Cnova may elect whether to measure the non-controlling interests in the acquiree at fair value or at the proportionate share of the acquiree’s identifiable net assets. 118 Any contingent consideration to be transferred by the acquirer will be recognized at fair value at the acquisition date. Contingent consideration classified as an asset or liability that is a financial instrument and within the scope of IFRS 9 Financial Instruments: Recognition and Measurement, is measured at fair value with the changes in fair value recognized in the income statement. After initial recognition, goodwill is measured at cost less any accumulated impairment losses. For impairment testing, goodwill acquired in a business combination is, from the acquisition date, allocated to each of the Group’s cash-generating units that are expected to benefit from the combination, irrespective of whether other assets or liabilities of the acquiree are assigned to those units. The provisional amounts recognized on the acquisition date may be adjusted retrospectively if information about facts and circumstances that existed as of the acquisition date is still needed to finalize the measurement of the business combination. However, the measurement period shall not exceed one year from the acquisition date. The subsequent acquisition of non-controlling interests does not give rise to the recognition of additional goodwill. b. Transactions in 2023  Disposal of Carya (1001pneus website) 1001pneus, previously owned at 100% by Cnova Group, is specialized in the purchase, distribution and sale of tires, accessories and automotive parts for all types of vehicles, by all means, notably via computer networks (including the Internet) in Europe. On December 21, Cnova closed the 1001Pneus disposal to MPSA. This transaction enables Carya SAS to pursue its development and find synergies with its new shareholder, who also operates in the automotive sector. c. Transactions in 2022  Disposal of CChezVous (“CCV”) On October 6, 2022, Geopost signed a firm commitment to acquire a 95% majority stake in CChezVous. This transaction was closed on December 22, 2022. As per the shareholder agreement, Cnova still has significant influence over CCV for its 5% residual stake and therefore the retained interest has been accounted for at fair value on initial recognition and is accounted for under the equity method in the consolidated financial statements. The €3,5m equity method investment was totally impaired at 2023 year-end.  FLOA transaction On July 27, 2021, BNP Paribas (« BNPP »), Casino Group and Crédit Mutuel Alliance Fédérale have signed an exclusivity agreement providing for: - the acquisition by BNP Paribas of all outstanding shares in FLOA - a long-term strategic and commercial partnership between BNP Paribas and Casino Group and certain of its subsidiaries As part of this agreement, BNP Paribas becomes the exclusive provider and distributor of consumer credit solutions including split payment solutions for Casino Group customers through a commercial partnership to be set up with the Casino Supermarchés, Géant and Cdiscount banners. Cdiscount continues to operate its bank card payments business with FLOA's support. 119 This agreement also includes the disposal of assets related to CB4X Payment Agreement to third- parties’ customers to FLOA and the liquidation of the related joint venture. On February 21, 2022 a final agreement was signed and BNPP completed the acquisition of FLOA with the following impacts for Cnova: - FLOA acquired the assets, know-how and competencies necessary to independently operate and develop the FLOA Pay business for a €25m compensation (€17m paid at transaction date, €3m to be paid 12 months later and €5m on the IT migration date). A capital gain of €15m was recognized and €2,5m has been recognized as contract liability related to the IT migration performance obligation to be delivered in FY 2023. The allocation of the transaction price was done using the expected cost-plus margin approach as no standalone selling prices were available - The Eureka partnership’s operations have been terminated and the SEP will be wound-up - Cdiscount committed to provide transition services to FLOA for which revenue will be recorded when related services will be rendered, and transaction costs will be incurred - FLOA and Cdiscount concluded a commercial partnership to renew the « CB4X/Coup de pouce » and « Card&Credit/Insurance » agreement for a period of 10 years with the payment of €17m for a 5-year exclusivity and an optional 5 years additional exclusivity period. This €17m premium is recognized as a reduction of the fulfilment costs over a 10-year period Total cash-in for the transaction is €34m, €17m for exclusivity premiums and €17m for transferred asset. An additional €3m was cashed-in thanks to the sale of the account receivable to be paid in February 2023 to a Financial institution. Note 5 Assets held for sale and discontinued operations a. Accounting principle A non-current asset (or disposal group) shall be classified as held for sale if its carrying amount will be recovered principally through a sale transaction rather than through continuing use. The asset (or disposal group) must be available for immediate sale in its present condition subject only to terms that are usual and customary for sales of such assets (or disposal groups) and its sale must be highly probable. The asset (or disposal group) shall be measured at the lower of carrying amount and fair value less costs to sell, and depreciation on such assets to cease; and shall be presented separately in the statement of financial position and the results of discontinued operations to be presented separately in the income statement. A discontinued operation is a disposal group to be abandoned that either has been disposed of, or is classified as held for sale, and (a) represents a separate major line of business or geographical area of operations, (b) is part of a single coordinated plan to dispose of a separate major line of business or geographical area of operations, or (c) is a subsidiary acquired exclusively with a view to resale. The results and cash flows of such disposal group shall be presented as discontinued operations at the date on which it ceases to be used. This presentation shall apply for prior periods presented in the financial statements so that the disclosures relate to all operations that have been discontinued by the end of the reporting period for the latest period presented. 120 121 b. Breakdown Activities reported as discontinued operations are the following:  International segment abandoned: legal entities, mainly located in South America and Africa, which have been (or are in process of being) wound up.  2016 reorganization: costs incurred by Cnova NV and related to the 2016 reorganization agreement.  Haltae: business acquired end of 2018 (commercial name: Stootie), which is under restructuration since 2021.  CChezVous (CCV): transport company sold in 2022 (see Note 4.c)  Carya: company sold in 2023 (see Note 4.b) Results from discontinued operations are presented in the following tables for 2023 and 2022: 2023 € thousands International segment abandoned 2016 reorganizatio n Haltae Carya Total Net sales - - - 53 375 53 375 Cost of sales - - - (48 882) (48 882) Operating expenses (17) - (83) (4 860) (4 960) Operating income/(loss) before other costs (17) - (83) (367) (467) Other operating income/(loss) (66) (2 197) 246 (152) (2 169) Operating income/(loss) (83) (2 197) 163 (519) (2 636) Financial net Income/(expense) (155) - (369) (555) (1 079) Income/(loss) before tax (238) (2 197) (206) (1 074) (3 715) Income tax expense (8) - - - (8) Net profit (loss) for the year (246) (2 197) (206) (1 074) (3 723) Net profit/(loss) from discontinuing activities (246) (2 197) (206) (1 074) (3 723) 2022 Revised, see note 1 € thousands International segment abandoned 2016 reorganizatio n Haltae Carya CChez Vous Total Net sales - - 1 47 659 18 358 66 018 Cost of sales - - - (44 057) (10 349) (54 406) Operating expenses - - (928) (5 206) (4 666) (10 800) Operating income/(loss) before other costs - - (927) (1 604) 3 343 812 Other operating income/(loss) (49) (1 744) 660 (40) 1 749 576 Operating income/(loss) (49) (1 744) (267) (1 644) 5 092 1 388 Financial net Income/(expense) - - (392) (311) 119 (584) Income/(loss) before tax (49) (1 744) (659) (1 955) 5 211 804 Income tax expense - - - - (24) (24) Net profit (loss) for the year (49) (1 744) (659) (1 955) 5 188 781 Net profit/(loss) from discontinuing activities (49) (1 744) (659) (1 955) 5 188 781 The net cash flows incurred by discontinued operations are as follows: 122 2023 € thousands International segment abandoned 2016 reorganizatio n Haltae Carya CCV Total Net profit (loss) for the year (246) (2 197) (206) (1 074) - (3 723) Depreciation & amortization expense 29 32 803 169 1 033 (Gains)/losses on disposal of non-current assets (63) - (63) Other non-cash items 1 750 - 1 750 Financial expense, net 155 369 555 - 1 080 Current and deferred tax expenses 8 - 8 Income tax (8) - (8) Change in operating working capital (92) 365 (114) (3 982) - (3 823) Operating (154) (82) 18 (3 698) 169 (3 746) Purchase of property, equipment & intangible assets (573) - (573) Purchase of non current financial assets (170) - (170) Disposal/(Acquisition) of subsidiaries, net of cash 2 435 - 2 435 Payments of loans granted - - Investing - - - 1 692 - 1 692 Additions to financial debt - - Interest paid (172) (369) (555) - (1 096) Financing (172) - (369) (555) - (1 096) Net cash (outflow) / inflow (326) (82) (352) (2 561) 169 (3 150) 2022 Revised, see Note 1 € thousands International segment abandoned 2016 reorganizatio n Haltae Carya CCV Total Net profit (loss) for the year (49) (1 744) (659) (1 955) 5 188 781 Depreciation & amortization expense (3) - - 725 174 896 Other non-cash items - 1 600 - 28 1 628 Financial expense, net 250 - 455 311 (119) 897 Current and deferred tax expenses 7 - - 23 30 Income tax (7) - - (119) (126) Change in operating working capital (199) (121) (938) 3 520 4 098 6 360 Operating (1) (265) (1 142) 2 601 9 273 10 466 Purchase of property, equipment & intangible assets - - - (744) (785) (1 529) Purchase of non current financial assets (89) (89) Disposal/(Acquisition) of subsidiaries, net of cash (132) - - - (132) Payments of loans granted - - - 16 097 16 097 Investing (132) - - (833) 15 312 14 347 Additions to financial debt - - 1 542 (7 443) (5 901) Interest paid (252) - (455) (315) 341 (681) Financing (252) - 1 087 (315) (7 102) (6 582) Net cash (outflow) / inflow (385) (265) (55) 1 453 17 483 18 231 Note 6 Operating segments In accordance with IFRS 8 – Operating Segments, segment information is disclosed on the same 123 basis as the Group’s internal reporting system used by the chief operating decision maker (the Chief Executive Officer) in deciding how to allocate resources and in assessing performance. The Group only has one reportable segment “E-commerce”. This segment is comprising Cdiscount, C-Logistics, Octopia, Cnova N.V. holding company and other subsidiaries of Cnova and corresponds to the consolidated financial statements of Cnova. Management assesses the performance of this segment on the basis of GMV (Gross Merchandise Volume), Operating profit/(loss) before strategic and restructuring, litigation, impairment and disposal of assets costs and EBITDA. EBITDA (earnings before interest, taxes, depreciation and amortisation) is defined as Operating profit/(loss) before strategic and restructuring, litigation, impairment and disposal of assets costs plus recurring depreciation and amortisation expense. Segment assets and liabilities are not specifically reported internally for management purposes, however as they correspond to consolidated balance sheet they are disclosed elsewhere in the financial statements. Segment information is determined on the same basis as the consolidated financial statements. € millions December 31, 2022 Revised, see Note 1 December 31, 2023 GMV 3 440 2 804 Net sales 1 652 1 197 Operating profit/(loss) before other costs (44) (15) EBITDA 53 81 Note 7 Main components of operating profit a. Accounting policies Revenue recognition Net sales include revenue from product sales and services (either business to consumer direct sales or business to business transactions), marketplaces sales (commissions) and other revenues. Revenue is measured at the contract price, corresponding to the consideration to which the Group expects to be entitled in exchange for the supply of goods or services. The transaction price is allocated to the performance obligations in the contract, which represent the units of account for revenue recognition purposes. Revenue is recognized when the performance obligation is satisfied, i.e. when control of the good or service passes to the customer. Revenue may therefore be recognized at a specific point in time or over time (based on the stage of completion). The specific recognition criteria described below must also be met before revenue is recognized. b. Product sales and services (Business to consumer direct sales) Business to consumer direct sales consist of sales of products on Cdiscount.com to end customers. Other Revenues from product and service sales encompass related shipping fees, net of promotional discounts, rebates, and return allowances, are recognized when the performance 124 obligation is performed. The performance obligation is performed at delivery of the order by the customer or for our loyalty program CDAV (Cdiscount à volonté) over the length of the subscription. Consolidated entities periodically provide incentive offers to customers to encourage purchases. Such offers include current discount offers, such as percentage discounts off current purchases by customers, inducement offers, such as offers for future discounts subject to a minimum current purchase, and other similar offers. Current discount offers, when accepted by customers, are treated as a reduction to the sale price of the related transaction, while inducement offers, when accepted by customers, are treated as a reduction to sale price based on estimated future redemption rates. Redemption rates are estimated using Cnova’s historical experience for similar inducement offers. Current discount offers and inducement offers are presented as a net amount in product sales. c. Marketplace sales (commissions) As part of transactions through marketplaces, it is assessed whether it is appropriate to record the gross amount of the product sold and its related costs or the net amount as a commission, based on the analysis of the obligation in the arrangement. The recognition of revenue as a gross or net amount requires judgement taking into consideration facts and circumstances based on a list of indicators proposed by IFRS 15 “Revenue from Contracts with Customers”. In performing this analysis, Cnova reviews the following indicators, i.e. whether the entity: • has the primary responsibility for providing the goods or services to the customer or for fulfilling the order; • has inventory risk before or after the customer order, during shipping or on return; • has latitude in establishing prices, either directly or indirectly, for example by providing additional goods or services; and • has control of a promised good or service before it is transferred to the customer As of December 31, 2023, Cnova considers that it is acting as agent for Marketplace sales. d. Other revenues Other revenues mainly consist of advertising sales, client’s instalment payments “CB4X” service fee, insurance sales for which we are acting as agent and MKP fulfillment revenue. We exclude revenues from items that are returned or expected to be returned and orders that are cancelled. Cost of sales Cost of sales consist of costs related to direct sales business, including purchase price of consumer products or services sold to customers from direct sales, inbound shipping charges to fulfillment centers and outbound shipping charges from fulfillment centers to pick-up locations or directly to end customers, fees payable to pick-up locations, packaging supplies, gains related to discounts obtained from suppliers, advertising and marketing services to suppliers and costs for lost, stolen or damaged goods received. Shipping charges to receive products from suppliers are included in inventory and recognized as cost of sales upon sale of products to customers. In addition, warehouse reception and storage costs are not incorporated into inventory valuation on the balance sheet but directly expensed through the income statement as fulfillment costs. Supplier rebates, contributions to common marketing or advertising campaigns are measured 125 based on contracts signed with suppliers. They are billed in instalments over the year. At each year- end, an accrual is recorded for the amount receivable or payable, corresponding to the difference between the value of the services rendered to the supplier and the sum of the instalments billed during the year. They are considered as a reduction of the prices paid for the products and, therefore, recorded as a reduction of the inventory cost. Fulfillment expenses Fulfillment costs consist of costs incurred in operating and staffing our fulfillment centers and customer service centers, payment processing, after sales costs and extended warranties. The costs related to operating fulfillment centers include warehousing costs and preparation costs, which include picking, packaging and preparing customer orders, and payroll and related expenses. In addition, warehouse reception and storage costs are not incorporated into inventory valuation on the balance sheet but directly expensed through the income statement as fulfillment costs. Payment processing costs include credit card fees and fees paid to FLOA in relation to our payment-in-instalments program in France on direct sales products. This program is administered internally by Cdiscount for both its direct sales and marketplace products. After sales costs consist primarily of preparing and resending products that are returned to suppliers to be repaired. Extended warranties costs include costs to third parties who repair or replace products for which an extended warranty was sold. Marketing expenses Marketing costs consist of online and offline advertising, such as display advertising and search engine optimization, fees paid to third party marketing services and payroll and related expenses for personnel engaged in marketing. Technology and content expenses Technology and content expenses consist of technology infrastructure expenses, payroll and related expenses for employees involved in application, product, and platform development, category expansion, editorial content, purchasing (including expenses and payroll related to the overall purchasing activity of the consolidated entities), merchandising selection, systems support and digital initiatives. Technology and content costs are expensed as incurred. Capitalized development costs are amortized over time, including software used to upgrade and enhance Cnova’s websites and applications supporting the business. General and administrative expenses General and administrative expenses consist of payroll and related expenses for management, including management equity incentive plans, management fees paid to Cnova’s Parent Companies for shared services, employees involved in general corporate functions, including accounting, finance, tax, legal, and human resources, costs associated with use by these functions of facilities and equipment, such as depreciation expense, short-term or low value leases rent, and general labour costs. Professional fees and other general corporate costs are also included as general and administrative costs. e. Breakdown Net Sales € thousands 2022 Revised, see Note 1 2023 Product sales ...................................................................................................................... 1 302 924 853 276 126 Marketplace sales (commissions)........................................................................ 187 950 189 102 Other revenues ................................................................................................................. 161 636 154 279 Net sales................................................................................................................................ 1 652 509 1 196 657 The CB4X (four-instalments payment program) contract generated fees recorded in other revenues for €22,7 million in 2023 (€27,1 million in 2022). Contract assets, costs and liabilities € thousands 2022 2023 Contract assets ................................................................................................ - - Contract costs .................................................................................................. - - Amounts received in advance of delivery ............................................... (2 976) (2 443) Amounts arising from customer loyalty programs (3 792) (1 791) Refund liability ................................................................................................... (505) (351) Deferred revenue.............................................................................................. (45 150) (43 964) Total Contract liabilities ............................................................................... (52 423) (48 548) Contract liabilities: For internet sales, revenue is recognized when control of the goods or services is transferred to the customer, being at the point the goods are delivered to the customer. When the customer initially purchases the goods online the transaction price received at that point by the Group is recognized as contract liability until the goods have been delivered to the customer. A contract liability arises in respect of vouchers applicable on future orders given to clients into a purchase contract as these vouchers provide a benefit to customers that they would not receive without entering into a purchase contract and the promise to provide vouchers to the customer is therefore a separate performance obligation. A contract liability is recognized for revenue relating to the vouchers at the time of the initial sales transaction. The refund liability relates to customers' right to return products within 14 days of purchase. At the point of sale, a refund liability and a corresponding adjustment to revenue is recognized for those products expected to be returned. The Group uses its accumulated historical experience to estimate the number of returns. A corresponding right to return goods asset is recognized in inventory with associated impact on cost of sales (Refer to Note 13). Deferred revenue relates mainly to: - €16 039 thousands for our CDAV loyalty program for which revenue is recognized over time even though the customer pays up-front in full for the service. A contract liability is recognized for revenue relating to the CDAV service at the time of the initial sales transaction and is released over the service period. - €16 348 thousands for deferred revenue linked to FLOA transaction (for the €17 million 10- years exclusivity period and the €2,5 million IT migration not completed yet). - €11 576 thousands for billing in advance of set up costs for certain MAAS and Cdiscount clients for which the performance obligation has not yet been performed. The following table shows how much of the revenue recognized in the current reporting period relates to brought – forward contract liabilities. There was no revenue recognized in the current reporting period that related to performance obligations that were satisfied in a prior year. 127 € thousands 2022 2023 Amounts received in advance of delivery ............................................... 5 823 2 976 Amounts arising from customer loyalty programs 1 621 3 792 Refund liability ................................................................................................... 644 505 Deferred revenue.............................................................................................. 26 109 23 428 Total revenue recognized that was included in the contract liability balance at the beginning of the period ................................................ 34 197 30 701 Contract assets and costs are included in other current or non-current assets and contract liabilities in other current or non-current liabilities. (cf. Note 12 and 21). Cost of Sales € thousands 2022 Revised, see Note 1 2023 Purchases and shipping costs ............................................................. (1 103 491) (788 624) Change in inventories ............................................................................. (158 816) (45 918) Cost of sales............................................................................................... (1 262 307) (834 542) Expenses by nature and function Technology General and 2022 Revised, € thousands Fulfillment Marketing and content administrative See Note 1 Employee benefits expense ............................. (45 970) (13 965) (50 782) (20 982) (131 699) Other expenses .......................................................... (74 313) (72 603) (40 393) (18 367) (205 676) Depreciation and amortization expense. (30 520) (415) (61 644) (4 405) (96 984) Total as of December 31, 2022 ...................... (150 803) (86 983) (152 819) (43 753) (434 359) Technology General and € thousands Fulfillment Marketing and content administrative 2023 Employee benefits expense .................................. (42 198) (15 813) (36 369) (22 496) (116 876) Other expenses ............................................................... (55 431) (53 229) (39 039) (16 354) (164 054) Depreciation and amortization expense...... (28 654) (275) (63 219) (4 036) (96 183) Total as of December 31, 2023 ........................... (126 283) (69 317) (138 627) (42 886) (377 113) The following table presents the breakdown of other fulfillment costs, other marketing costs and other tech and content costs. € thousands 2022 Revised, see Note 1 2023 Operation of fulfillment centers and other........................ (57 959) (42 532) Payment processing.................................................................. (6 744) (6 261) Customer service centers ........................................................ (9 610) (6 638) Fulfillment costs ........................................................................ (74 313) (55 431) Online and offline marketing costs ...................................... (71 406) (53 816) Other marketing costs.............................................................. (1 197) 586 Marketing costs ......................................................................... (72 603) (53 229) Technology infrastructure ....................................................... (32 795) (31 462) Other technology and content costs................................... (7 598) (7 578) Technology and content costs............................................ (40 393) (39 039) 128 Note 8 Other operating expenses a. Accounting policy This caption covers two types of items: • Income and expenses which, by definition, are not included in an assessment of a business unit's recurring operating performance, such as gains and losses on disposals of non- current assets, impairment losses on non-current assets, and income/expenses related to changes in the scope of consolidation (for example, transaction costs and fees for acquisitions of control, gains and losses from disposals of subsidiaries, remeasurement at fair value of previously-held interests). • Income and expenses arising from major events occurring during the period that would distort analyses of the Group's recurring profitability. They are defined as significant items of income and expense that are limited in number, unusual or abnormal, whose occurrence is rare. Examples include restructuring costs (such as reorganisation costs) and provisions and expenses for litigation and risks (including discounting adjustments). b. Breakdown € million December 31, 2022 Revised December 31, 2023 Head office restructuring (4 657) (1 869) Strategic fees (2 779) (2 289) Provision and costs on onerous contracts (5 595) 4 537 Conciliation costs (3 816) Other (17) (50) Strategic and restructuring cost (a) (13 048) (3 487) Indemnity received (Octopia) 2 000 Other litigations 484 (548) Litigation costs (b) 484 1 452 Gain/loss on disposal of assets 13 982 (4 995) Cost of early termination of leases (7 647) Impairment of IT development costs (5 836) (6 100) Impairment on investment in associates (3 833) Other 41 10 Impairment and disposal of assets (c) 8 187 (22 565) Amortization of fair value adjustments (PPA) (159) (118) Other - - Change in scope of consolidation (d) (159) (118) Total (4 535) (24 718)  Strategic and restructuring costs In 2022, we had €13,0 million of restructuring and strategic costs of which €4,7 million of head office restructuring, €5,6 million of provision for onerous contracts and €2,8 million of strategic fees (including fees in connection with the management control transformation plan). In 2023, we had €3,5 million of restructuring and strategic costs, of which €3,8 million conciliation fees, €1,9 million of head office restructuring and €2,3 million of strategic fees (including fees in connection with the management control transformation plan), offset by €4,5 million net gain on onerous contracts (provision reversal and reduction of lease liability).  Litigation costs In 2022, we had a positive impact of €0,5 million of litigation costs mainly related to reversal of an unused tax provision. 129 In 2023, the net positive impact of litigation amounted to € 1,5 million, of which €2,0 million related to an indemnity received by Octopia as a compensation for breach of contract.  Impairment and disposal of assets In 2022, we had €5,8 million of impairments of certain IT development costs at Cdiscount in relation to projects that are no longer used or have been replaced by new IT developments and €14,0 million of gain on disposal of Eureka assets to FLOA (see Note 4). In 2023, we had €22,6 million costs, of which €7,6 million loss cost of early termination of lease (see Note 14), €5,0 million loss on disposal of Carya, €3,8 million depreciation of investments in associates (see Note 12), €6,1 million impairments of certain IT development costs at Cdiscount in relation to projects that are no longer used or have been replaced by new IT developments and €0,4 million of other fixed assets write-offs.  Change in scope of consolidation In 2022 and 2023, change in scope of consolidation includes amortization of fair value adjustments recognized in purchase price allocation for respectively €0,2 million and €0,1 million. Note 9 Financial income and expense Accounting policy Finance income and expense correspond to all income and expenses generated by cash and cash equivalents and loans and borrowings during the period, including income from cash and cash equivalents, gains and losses on disposals of cash equivalents, interest expense on loans and borrowings, gains and losses on interest rate hedges (including the ineffective portion) and related currency effects, interest expense on lease liability, trade payable – structured program costs and costs related to the sale of receivables, including the fees related to the installment program CB4X at Cdiscount. € thousands 2022 Revised, see Note 1 2023 Interest income from cash and cash equivalents ........................... - - Foreign exchange gain............................................................................. 192 83 Proceeds from sale of investments ...................................................... 102 - Interest revenue on loan 717 557 Other financial income ............................................................................. 164 427 Total finance income ............................................................................... 1 175 1 066 Interest expense on borrowings (including cash pool balance with Casino) .................................................................................................. (17 169) (25 227) Interest expense on lease liability ......................................................... (7 829) (7 116) Foreign exchange loss .............................................................................. (641) (197) Costs related to sales of receivables..................................................... (47 683) (25 968) Book value of investments ...................................................................... - - Other financial expense ........................................................................... (81) (218) Total finance expense ............................................................................. (73 403) (58 726) 130 Note 10 Taxes a. Accounting policy  Current income tax expense Current income tax assets and liabilities for the current period are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted, at the reporting date in the countries where Cnova operates and generates taxable income. Current income tax relating to items recognized directly in equity is recognized in equity and not in the income statement. Management periodically evaluates positions taken in the tax returns with respect to situations in which applicable tax regulations are subject to interpretation and establishes provisions where appropriate.  Deferred tax expense Deferred taxes are recognized using the provisions of IAS 12 “Income Taxes.” Balances of deferred taxes recognized in prior periods are adjusted for the effect of any enacted changes in the income tax rate. Deferred tax assets correspond to future tax benefits arising from deductible temporary differences, tax loss carry forwards and certain consolidation adjustments that are expected to be recoverable. Deferred tax liabilities are recognized in full for: • taxable temporary differences, except where the deferred tax liability results from recognition of a non-deductible fair value • loss on goodwill or from initial recognition of an asset or liability in a transaction which is not a business combination and, at the time of the transaction, affects neither accounting profit nor taxable profit or the tax loss; and • taxable temporary differences related to investments in entities and associates, except when Cnova controls the timing of the reversal of the difference, and it is probable that it will not reverse in the foreseeable future. b. Breakdown  Income tax expenses Analysis of income tax expense: € thousands 2022 Revised, see Note 1 2023 Current taxes ...................................................................................................... (2 559) (794) Other taxes on income (i)............................................................................... (1 535) (703) Deferred taxes.................................................................................................... (1 059) (27 129) Total income tax loss recognized in the income statement ........ (5 153) (28 627) Tax on other income recognized in “Other comprehensive income” ................................................................................................................................. - - Total income tax charge recognized in “Total comprehensive income” ............................................................................................................... (5 153) (28 627) (i) CVAE is a French tax which is based on the value added reported in French entities. CVAE is considered to meet the 131 definition of a tax on income as defined in IAS 12 and is therefore reported as income tax. Income tax expense increased from € 5,2 million in 2022 to € 28,6 million in 2023 mainly due to the € 26,0 million reduction of deferred tax assets recognized on C-logistics tax losses carried forward. No deferred tax assets were recognized for Cdiscount loss and other compagnies. Reconciliation of theoretical and actual tax expense € thousands 2022 2023 Loss before tax and share of profits of associates ........................................................... (120 921) (97 376) Gain before tax and share of profits of associates in tax integration discontinued activities (C Chez Vous) . 3 384 - Nominal income tax rate (i) ......................... 25,00% 25,80% Income tax benefit.......................................... 29 384 25 123 Effect of tax rates in foreign entities (i) ...... 850 20 Unrecognized deferred taxed assets arising from tax loss of the period............... (32 364) (25 987) Non-deductible expenses .............................. (1 612) (990) CVAE net of income tax .................................. (1 139) (522) Tax credits............................................................ 97 193 Deferred taxed assets arising (reverse) from tax loss of previous period (25 995) Other ..................................................................... (369) (469) Actual income tax credit / (expense) ...... (5 153) (28 627) (i) The tax rate corresponds to the rate applicable to Cnova NV. The effect of tax rates in foreign entities is mainly related to the difference with the French income tax rate of 25,83%  Deferred taxes Change in deferred tax assets € thousands 2022 2023 As of January 1 43 568 42 171 Benefit (expense) for the period on continuing operations (1 238) (1 164) Benefit (expense) recognized in equity (159) - Deferred tax reversal - (25 995) As of December 31 42 171 15 012 Change in deferred tax liabilities € thousands 2022 2023 As of January 1 1 321 1 262 Expense (benefit) for the period (59) (30) Business combination or loss of control (Note 3) - (1 179) As of December 31 1 262 53 Recognized and unrecognized deferred tax assets The tax losses carried-forward have no expiry date but their use is limited in France by law to €1 132 million plus 50% of the taxable income for the year. In 2018, Cnova has reorganized its legal structure to create a subsidiary that operates the logistics for the group and performs the warehouse operations and shipments to customers. This has resulted in the reverse merger of Cdiscount Group in Cdiscount SA and the creation of C- Logistics. C-Logistics has received: • on January 1, 2019 a partial contribution of logistics’ net assets from Cdiscount and, • on February 1, 2019 C Chez Vous shares in a contribution from Easydis, a subsidiary of Casino in charge of logistics for Casino France After this reorganization, C-Logistics is owned 84% by the Cnova Group and 16% by Easydis. C-Logistics operates on a cost-plus basis, meaning that all costs incurred will be reinvoiced with a fixed rate margin for external and internal costs mainly to Cdiscount. Cdiscount has requested (i) the transfer of net operating losses (“NOLs”) from Cdiscount Group to Cdiscount SA through the reverse merger and (ii) the transfer of NOL from Cdiscount SA to C- Logistics. These transfers were both subject to obtaining a ruling from the French tax authorities (“FTA”) for both steps: the reverse merger and the allocation to C-Logistics. The acceptance process encompasses the review by the FTA of the methodology applied to allocate losses between its logistics activity and core activities as well as the review of the losses allocated to the logistics. Such rulings were requested in September 2018, the first ruling was obtained in August 2019 and the second ruling was obtained in July 2020. As per these rulings CDiscount requested the transfer of approximately €200 million of NOLs to C- Logistics. Based on the IAS 12 analysis performed in 2018, €38 million of deferred tax assets related to tax losses were recognized in 2018 out of the €50 million requested in the tax rulings (€200 million at the French tax rate of 25% applicable from 2022). In 2020, an additional deferred tax asset has been recognized for €5,5m due to the obtention of the second ruling as the amount agreed of €171m was higher than the originally estimated amount of €150m. In 2023, a revision of C-Logistics business plan and a shorter recoverability period (8 years vs 15 years) has led to a €26 million derecognition of the deferred tax assets previously recognized. As of December 31, 2023, Cnova had €639 million of unused unrecognized tax loss carried forwards which includes tax losses related to tax credits (€165 million of unrecognized deferred tax assets), compared to €477 million and €123 million respectively in 2022. Note 11 Net cash, cash equivalents and restricted cash Accounting policy Cash and cash equivalents consist of cash on hand and short-term investments. To be classified as a cash equivalent, investment securities must be short-term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value. 133 Breakdown € thousands 2022 2023 Cash equivalents ........................................................ - - Cash ................................................................................ 13 654 11 021 Cash and cash equivalents (1) ............................. 13 654 11 021 Bank overdrafts (2) .................................................... (67 995) (69 118) Net cash and cash equivalents .......................... (54 341) (58 097) Restricted cash (3) ..................................................... 63 087 59 065 Net cash and cash equivalents and restricted cash 8 746 968 (1) Cash equivalents are mainly composed of financial investments referred to as highly liquid Bank Certificate of Deposits. Bank overdrafts arise from settlement of promissory notes that are due to suppliers and are repayable on demand to banks when such promissory notes are presented by suppliers for settlement. (2) Bank overdrafts involve five financial institutions with maturity from first demand repayment to two months. These sources of financing are secured until March 2026 (see Notes 1.1.2 and 21) (3) We are required to pledge or otherwise restrict a portion of our cash, cash equivalents as collateral for amounts due to third party sellers in certain jurisdictions. For France this restricted cash is held by Cnova Pay, an entity under the supervision of ACPR, the French prudential supervision and resolution authority which monitor the bank and insurance companies in France. We classify cash, cash equivalents with use restrictions of less than twelve month as Other current assets, net. Breakdown of cash and cash equivalents by currency € thousands 2022 % 2023 % Euro 13 455 98,5% 10 764 97,7% US dollar 95 0,7% 134 1,2% Other 104 0,8% 123 1,1% Cash and cash equivalents 13 654 11 021 Note 12 Financial assets a. Accounting policies Financial assets are classified into three categories: • financial assets at amortized cost; • financial assets at fair value through other comprehensive income • financial assets at fair value through profit or loss. Financial assets are classified as current if they are due in less than one year and non-current if they are due in more than one year. Recognition and measurement of financial assets Financial assets are initially measured at fair value plus directly attributable transaction costs in the case of instruments not measured at fair value through profit or loss. Directly attributable acquisition costs of financial assets measured at fair value through profit or loss are recorded in the 134 income statement. Financial assets at amortized cost Financial assets are measured at amortized cost when (i) they are not designated as financial assets at fair value through profit or loss, (ii) they are held within a business model whose objective is to hold assets in order to collect contractual cash flows and (iii) their contractual terms give rise to cash flows that are solely payments of principal and interest on the principal amount outstanding (“SPPI” criterion). They are subsequently measured at amortized cost, determined using the effective interest method, less any impairment losses. Interest income, exchange gains and losses, impairment losses and gains and losses arising on derecognition are all recorded in the income statement. This category primarily includes trade receivables, cash and cash equivalents as well as other loans and receivables. Long-term loans and receivables that are not interest-bearing or that bear interest at a below-market rate are discounted when the amounts involved are material. Financial assets at fair value other comprehensive income This category comprises debt instruments and equity instruments. • debt instruments are measured at fair value through OCI when (i) they are not designated as financial assets at fair value through profit or loss, (ii) they are held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets, and (iii) they give rise to cash flows that are solely payments of principal and interest on the principal amount outstanding (“SPPI” criterion). Interest income, exchange gains and losses and impairment losses are recorded in the income statement. Other net gains and losses are recorded in OCI. When the debt instrument is derecognized, the cumulative gain or loss previously recognized in OCI is reclassified to profit or loss. • equity instruments that are not held for trading may also be measured at fair value through OCI. This method may be chosen separately for each investment. The choice is irrevocable. Dividends received are recognized in profit or loss unless the dividend clearly represents a recovery of part of the cost of the investment. Other gains and losses are recorded in OCI and are never reclassified to profit or loss. Cnova does not hold any material assets in this category Financial assets at fair value through profit or loss All financial assets that are not classified as financial assets at amortized cost or at fair value through OCI are measured at fair value through profit or loss. Gain and losses on these assets, including interest or dividend income, are recorded in the income statement. Cnova does not hold any material assets in this category Cash and cash equivalents Cash and cash equivalents consist of cash on hand and short-term investments. To be classified as cash equivalents under IAS 7, investments must be: • short-term investments; • highly liquid investments; • readily convertible to known amounts of cash; • subject to an insignificant risk of changes in value. Cnova typically uses interest bearing bank accounts. 135 Impairment of financial assets IFRS 9 requires the recognition of lifetime expected credit losses on financial assets. This impairment model applies to financial assets at amortized cost, contract assets and debt instruments at fair value through OCI. The main financial assets concerned are trade receivables relating to B2B customers and Marketplace vendors. For trade receivables, Cnova applies the simplified approach provided for in IFRS 9. This approach consists of estimating lifetime expected credit losses on initial recognition, usually using a provision matrix that specifies provision rates depending on the number of days that a receivable is past due. Derecognition of financial assets Financial assets are derecognized in the following two cases: • the contractual rights to the cash flows from the financial asset have expired; or, • the contractual rights have been transferred. In this latter case: o if substantially all the risks and rewards of ownership of the financial asset have been transferred, the asset is derecognized in full; o if substantially all the risks and rewards of ownership are retained by the Group, the financial asset continues to be recognized in the statement of financial position for its total amount. Factoring programs Cnova relies on 2 receivables discounting programs with its banks. One contract (Eurofactor) meets the conditions for derecognition of financial assets under IFRS 9. Cnova considers that there is no risk of discounted receivables being cancelled by credit notes or being set off against liabilities. The other risks and rewards associated with the receivables have been transferred to the bank. Consequently, as substantially all the risks and rewards have been transferred at the balance sheet date, the receivables are derecognized. The second contract (La Banque Postale) does not meet the conditions for derecognition of financial assets, after an amendment signed in October 2023, whereby the credit risk is deemed not transferred to the bank. The related financing is therefore considered as a financial liability and included in net financial debt for an amount of €6,9 million as at December 31, 2023. The previous factoring program with La Banque Postale, in force in 2022, used to meet the conditions for derecognition of financial assets under IFRS 9. CB4X payments instalments Under the agreement between Cdiscount and FLOA, Cdiscount fully transfers the credit risk of the instalments related to the instalment payment program in France to FLOA. Continued involvement is limited to €7 million at December 31, 2023 (€13 million in 2022) corresponding to the dilution risk calculated on the basis of past experience (risk of goods return and risk of fraud). 136 b. Breakdown of trade receivables € thousands 2022 2023 Trade receivables ............................................................ 100 361 109 897 Accumulated impairment losses on trade receivables (17 358) (17 229) Trade receivables .......................................................... 83 003 92 667 Cnova carries out non-recourse receivables sale, refer to Note 9. Accumulated impairment losses on trade receivables € thousands 2022 2023 Accumulated impairment losses on trade receivables As of January 1 ................................................................ (14 739) (17 358) Charge ................................................................................ (9 449) (5 622) Write off ............................................................................. 6 830 5 751 As of December 31 ........................................................ (17 358) (17 229) c. Other current assets, net € thousands 2022 2023 Cashpooling accounts with Casino (Note 26) and other accrued interests * 155 534 46 Current accounts with other related parties 967 8 858 Tax receivables 39 255 30 846 Other receivables 45 011 36 775 Restricted cash 63 087 59 065 Accumulated impairment losses on other assets (1 421) (2 737) Prepaid expenses 16 727 12 047 Contract costs - - Other current assets 319 160 144 900 * Other current assets included in Net financial debt Prepaid expenses mainly include prepaid purchases, other occupancy costs and insurance premiums. Restricted cash is linked to Cnova Pay activity and corresponds to cash and cash equivalents pledged as collateral for amounts due to third party sellers in certain jurisdictions with use restriction of less than twelve month. 137 d. Other non-current assets, net € thousands 2022 2023 Financial assets at fair value through profit or loss .......... 10 10 Investment in associates............................................................ 3 765 3 833 Accumulated impairment losses on investment in associates - (3 833) Other financial assets .................................................................. 6 592 5 801 Prepaid expenses ......................................................................... 2 247 1 323 Contract costs ................................................................................ - - Other non-current assets ........................................................ 12 614 7 134 Investment in associates is related to the 5% remaining interest in C Chez Vous accounted using the equity method since 2022. At end of 2023, this investment has been fully impaired, considering the reduction of volumes subcontracted. 138 Financial assets at fair value through profit or loss Movements for the period € thousands 2022 2023 At 1 January ................................................................................... 36 10 Increases ......................................................................................... — — Decreases ........................................................................................ (26) — At 31 December ............................................................................ 10 10 Note 13 Inventories, net Accounting policies Inventories, consisting of products available for sale, are recorded at cost, net of supplier discounts, including purchase costs, costs of conversion and other costs incurred in bringing inventories to their present location and condition. Costs of products sold are measured using the weighted average cost method. Net realizable value is the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated costs necessary to make the sale. If the net realizable value is lower than cost, a valuation allowance is recorded for the difference. As of December 2023, the amount of pledged inventories amounts to €36 million vs. €19 million at 2022 year end (refer to Note 2.4.3) Breakdown € thousands 2022 2023 Products in warehouses ............................................... 149 462 103 100 Right to return goods asset ........................................ 407 221 Valuation allowance of products held in inventory (3 966) (2 777) Inventories ....................................................................... 145 902 100 544 No reversal of unused write-down was recorded in 2023 and 2022. The right to returned goods asset represents the Group's right to recover products from customers where customers exercise their right o’ return under the Group's 14 day returns policy. The Group uses its accumulated historical experience to estimate the amount of return. Note 14 Leases a. Accounting policies At the inception of a contract, the Group assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. To assess whether a contract conveys the right to control the use of an identified asset, the Group assesses whether: • the contract involves the use of an identified asset – this may be specified explicitly or implicitly and should be physically distinct or represent substantially all of the capacity of a 139 physically distinct asset. If the supplier has a substantive substitution right, then the asset is not identified; • the Group has the right to obtain substantially all of the economic benefits from use of the asset throughout the period of use; and • the Group has the right to direct the use of the asset. The Group recognises a right-of-use asset and a lease liability at the lease commencement date. b. Amounts recognized in profit or loss € thousands 2022 Revised, see Note 1 2023 Interest on lease liabilities (7 830) (7 118) Variable lease payments not included in the measurement of lease liabilities - - Expenses related to short-term leases (3 077) (644) Expense related to leases of low value assets, excluding short-term leases of low value assets (3 344) (6 629) Total amount recognized in profit of loss (14 251) (14 391) Amounts recognized in the statement of cash flows Total cash outflow of leases was €34m for 2023 and €36m for 2022. c. Right of use Breakdown 2022 2023 Depreciation Depreciation And And € thousands Gross impairment Net Gross impairment Net Real estate...................................... 242 765 (136 100) 106 665 224 082 (156 552) 67 530 Vehicles and equipment ........... 30 094 (20 939) 9 155 29 238 (25 339) 3 899 Right of use, net ......................... 272 859 (157 039) 115 820 253 320 (181 891) 71 429 140 Movements for the period € thousands Real estate Vehicles and equipment Total As of January 1, 2022 ................................................................... 127 081 11 219 138 300 Business combination or loss of control ................................. (34) (196) (230) Additions related to new leases................................................. 12 692 2 942 15 634 Decreases related to existing leases - - - Lease modifications ....................................................................... (11 235) 169 (11 066) Depreciation for the period......................................................... (21 881) (4 979) (26 860) Impairment reversal (losses) recognized during the period.................................................................................................. 42 - 42 As of December 31, 2022 ............................................................ 106 665 9 155 115 820 Business combination or loss of control ................................. 103 - 103 Additions related to new leases................................................. - - - Decreases related to existing leases (2 419) (73) (2 492) Lease modifications ....................................................................... (15 664) (952) (16 616) Depreciation for the period......................................................... (19 355) (4 231) (23 586) Impairment reversal (losses) recognized during the period.................................................................................................. (1 800) - (1 800) As of December 31, 2023 ............................................................ 67 530 3 899 71 429 The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located, less any lease incentives received. The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. The estimated useful lives of right-of-use assets are determined on the same basis as those of property and equipment. In addition, the right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability. d. Lease liability € thousands 2022 2023 Maturity analysis – contractual undiscounted cash flows Less than one year 35 796 33 584 One to five years 95 965 58 395 More than five years 34 732 14 621 Total undiscounted lease liabilities at December 31 166 493 106 600 Lease liabilities included in the statement of financial position at December 31 141 124 95 377 Of which current 35 796 30 978 Of which non-current 105 328 64 399 141 The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Group’s incremental borrowing rate. Generally, the Group uses its incremental borrowing rate as the discount rate. The discount rate is calculated using a risk-free yield curve and a spread. The risk-free yield curve, spread and rating are updated quarterly. The discount rate is tied to the weighted average date for repayment of the outstanding lease commitment. Lease payments included in the measurement of the lease liability comprise: • fixed payments, including in-substance fixed payments; • variable lease payments that depend on an index or a rate, initially measured using the index or rate as at the commencement date; • amounts expected to be payable under a residual value guarantee; and • the exercise price under a purchase option that the Group is reasonably certain to exercise, lease payments in an optional renewal period if the Group is reasonably certain to exercise an extension option, and penalties for early termination of a lease unless the Group is reasonably certain not to terminate early. The lease term corresponds to the non-cancellable period, together with the period covered by any option to extend the lease, if the Group is reasonably certain to exercise that option, and the period covered by any option to terminate the lease, if the Group is reasonably certain not to exercise that option. The Group has French “3/6/9” type leases. Important characteristics of these lease are: • the contract duration is 9 years (although 12 years for certain Cnova lease contracts) • the lessee has the option to exit at the end of the third and sixth year, and • the lessor has no cancellation option during contract duration. At the end of the lease (in general end of the ninth year), the lessee has the right to ask for the renewal of the lease that the lessor can either accept or reject. For this type of lease, unless a renewal option exercisable by the lessee alone is set out in the agreement, the lease term does not exceed the contract duration (9 or 12 years). The lease liability is measured at amortised cost using the effective interest method. It is remeasured when there is a change in future lease payments arising from a change in an index or rate, if there is a change in the Group’s estimate of the amount expected to be payable under a residual value guarantee or if the Group changes its assessment of whether it will exercise a purchase, extension or termination option. When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero. e. Specification The Group has elected not to recognise right-of-use assets and lease liabilities for short-term leases of machinery or real estate that have a lease term of 12 months or less and leases of low-value assets, including small IT and warehouse equipment. The Group recognises the lease payments associated with these leases as an expense on a straight-line basis over the lease term. The Group has opted for a separate presentation on the face of the statement of financial position under lease agreements related to the right of use and the lease debt. 142 Real estate The Group leases land, buildings and warehouses for its office space and fulfillment operations. The leases of office space and warehouses typically run for a period of 9 to 12 years. Most of those leases are 3/6/9 type contracts, those contracts include: - the option to exit at the end of the third and sixth years and ninth year (for 12 years contracts) except if it has been explicitly abandoned by the lessee in the contract - No renewable option The lease term retained for those contracts is the contract duration (9 or 12 years) unless we are reasonably certain to exercise our option to terminate the lease. In 2022, the Group has planned to exercise early exit option in its logistics master plans. Indeed, exit dates have been anticipated for two warehouses (in Cestas and Moissy) and for one office building (Achard). These lease modifications impacted the right of use assets by €(11,2) million. In 2023, Cnova completed discussions with some of C-Logistics lessors to negotiate the early termination of 4 warehouses’ leases. Consequently, in application of IFRS 16, the lease liability has been reduced by € 24 million and the right of use by € 28 million, for a P&L impact of € (4) million, including € (1,8) million impairment loss. Vehicles and equipment The Group leases vehicles, warehouse equipment and IT equipment, with terms of three to five years. In some cases, the Group has options to purchase the assets at the end of the contract term. The Group also leases small IT equipment’s (laptop, warehouse notepads) and small machinery with contract terms of one to three years. These leases are short-term and/or leases of low-value items. The Group has elected not to recognise right-of-use assets and lease liabilities for these leases. f. Sale and leaseback The group has circa 12 sale & leaseback contracts in which IT and warehouse equipment were sold and leased back for periods of 3 to 6 years. Note 15 Property and equipment, net Accounting policies Property and equipment are measured at cost less accumulated depreciation and any accumulated impairment losses. Items of property and equipment are depreciated on a straight- line basis over their estimated useful lives. The main useful lives are as follows: Asset category Depreciation period (years) Building fixtures and fittings ............ 5 to 10 Technical installations, machinery and equipment ............................. 5 to 10 Computer equipment .................. 3 to 5 An item of property and equipment is derecognized on disposal or when no future economic 143 benefits are expected from its use or disposal. The gain or loss arising from the derecognition of an asset is determined as the difference between the net sale proceeds, if any, and the carrying amount of the asset. It is recognized in profit or loss when the asset is derecognized under “Gain (Loss) from disposal of non-current assets.” Breakdown 2022 2023 Depreciation Depreciation and And € thousands Gross impairment Net Gross impairment Net Buildings, fixtures, fittings and other ................................................ 50 490 (34 623) 15 867 46 261 (35 109) 11 152 Technical installations, machinery and equipment ............................. 10 843 (7 595) 3 249 13 233 (7 974) 5 260 Property, plant and equipment, net...................................................... 61 333 (42 218) 19 115 59 495 (43 083) 16 412 including assets in progress for €0,3m in 2023 and €1,7m in 2022. Movements for the period € thousands Buildings, Fixtures, Fittings and other Technical Installations, machinery and equipment Total As of January 1, 2022 .................................................................. 19 185 4 240 23 424 Business combination or loss of control ................................ (165) (17) (182) Increases and separately acquired property, plant and equipment ....................................................................................... 1 756 699 2 455 Property, plant and equipment disposed of during the period................................................................................................. (409) (132) (541) Depreciation for the period........................................................ (4 357) (1 681) (6 038) Translation adjustment ............................................................... (2) (1) (3) Reclassifications of assets in progress .................................... (141) 141 - Reclassifications and other movements ............................... - - - As of December 31, 2022 ........................................................... 15 867 3 249 19 115 Business combination or loss of control ....................................... (42) (42) Increases and separately acquired property, plant and equipment .............................................................................................. 2 078 1 833 3 911 Property, plant and equipment disposed of during the period........................................................................................................ (52) (421) (473) Depreciation for the period............................................................... (2 929) (1 312) (4 241) Impairment reversal (losses) recognized during the period (1 852) (1 852) Translation adjustment ...................................................................... - - - Reclassifications of assets in progress ........................................... (1 937) 1 937 - Reclassifications and other movements ...................................... 19 (24) (5) As of December 31, 2023................................................................... 11 152 5 262 16 412 Note 16 Other intangible assets, net Accounting policies 144 Intangible items are recognized as intangible assets when they meet the following criteria: • the item is identifiable and separable; • Cnova has the capacity to control future economic benefits from the item; and • the item will generate future economic benefits. Intangible assets consist mainly of purchased software, software developed for internal use, customer lists and trademarks. Initial recognition Intangible assets acquired separately by Cnova are measured at cost and those acquired in business combinations are measured at fair value. Trademarks that are created and developed internally are not recognized on the balance sheet. Intangible assets are amortized on a straight-line basis over their estimated useful lives. Development expenditures on internal use software and website development are recognized as an intangible asset when Cnova can demonstrate: • The technical feasibility of completing the intangible asset so that the asset will be available for use or sale; • Its intention to complete and its ability to use or sell the asset; • How the asset will generate future economic benefits; • The availability of resources to complete the asset; • The ability to measure reliably the expenditure during development; and • The ability to use the intangible asset generated. Amortization Following initial recognition of the intangible asset, the asset is carried at cost less any accumulated amortization and accumulated impairment losses. Amortization of the asset begins when development is complete, and the asset is available for use. It is amortized over the period of expected future benefit. Development expenditures on internal use software and website development are amortized over periods ranging from 3 to 10 years. Indefinite life intangible assets (including purchased trademarks) are not amortized but are tested for impairment at each year-end or whenever there is an indication that their carrying amount may not be recovered. Derecognition An intangible asset is derecognized on disposal or when no future economic benefits are expected from its use or disposal. The gain or loss arising from the derecognition of an asset is determined as the difference between the net sale proceeds, if any, and the carrying amount of the asset. It is recognized in profit or loss when the asset is derecognized under “Gain (Loss) from disposal of non- current assets.” 145 Breakdown 2022 Revised, see Note 1 2023 Amortization Amortization and And € thousands Gross impairment Net Gross Impairment Net Trademarks 9 484 - 9 484 3 984 - 3 984 Licenses, software and website 450 056 (276 546) 173 510 444 829 (262 825) 182 003 Other .................................... 53 372 (3 126) 50 246 24 700 (2 302) 22 398 Other intangible assets, net .................................................. 512 913 (279 673) 233 240 473 513 (265 128) 208 385 including assets in progress (net) for €22,4m in 2023 and €50,0m in 2022. Movements for the period € thousands Trademarks License, software and website costs Other Total As of January 1, 2022 Revised, see Note 1 ................. 9 484 154 804 68 691 232 979 Business combination or loss of control ........................ (1 928) (1 928) Increases and separately acquired intangible assets ......................................................................................... 61 317 13 225 74 542 Intangible assets disposed of during the period ........ (3 298) (3 298) Amortization for the period ............................................... (71 540) (43) (71 583) Impairment reversal (losses) recognized during the period (continuing operations) ......................................... - Translation adjustment ....................................................... - Reclassifications of assets in progress ............................ 31 627 (31 627) - Reclassifications of assets held for sale .......................... 2 529 2 529 Reclassifications and other movements ....................... - As of December 31, 2022 Revised, see Note 1 ........... 9 484 173 510 50 246 233 240 Business combination or loss of control ........................ (5 500) (1 307) (599) (7 406) Increases and separately acquired intangible assets ......................................................................................... 39 406 18 284 57 690 Intangible assets disposed of during the period ........ - Amortization for the period ............................................... (69 393) (2) (69 395) Impairment reversal (losses) recognized during the period (continuing operations) ......................................... (5 751) (5 751) Translation adjustment ....................................................... - Reclassifications of assets in progress (internally developed intangible assets) ............................................. 45 531 (45 531) - Reclassifications of assets held for sale .......................... - Reclassifications and other movements ....................... 7 7 As of December 31, 2023 ................................................... 3 984 182 003 22 398 208 385 Trademark is mostly composed of Continental Edison in France in 2023 (Carya was included until 2022). As this brand is essential to the identity of the Cnova business and is used and maintained in the normal course of operations, an indefinite useful life is retained. Impairment loss on license, software and website costs As part of follow-up of impairment indicators, some intangible asset values were revised and 146 resulted in the recognition of impairment losses of: • €5,6 million in 2022 related to the write off of obsolete IT development costs for Cdiscount. • €4,9 million in 2023 related to the write off of obsolete IT development costs for Cdiscount. Impairment loss on intangible assets with an indefinite useful life No evidence of impairment was noted regarding Continental Edison brand. Note 17 Goodwill a. Accounting policies At acquisition date, goodwill is measured in accordance with Note 4. Goodwill is allocated to the cash generating unit or groups of cash-generating units that benefit from the synergies of the combination, based on the level at which the return on investment is monitored for internal management purposes. Goodwill is not amortized but is tested for impairment at each year-end, or whenever there is an indication that it may be impaired. Impairment losses on goodwill are not reversible. The method used by Cnova to test goodwill for impairment is described in Note 17. Negative goodwill is recognized directly in the income statement for the period of the business combination, once the identification and measurement of the acquiree’s identifiable assets, liabilities and contingent liabilities have been verified. Goodwill and other intangible assets with an indefinite useful life are tested for impairment at least once a year, as of December 31 and when circumstances indicate that the carrying value may be impaired. Other assets are tested whenever there is an indication that they may be impaired. Cash Generating Units (CGUs) A cash-generating unit is the smallest identifiable group of assets that generates cash inflows that are largely independent of the cash inflows from other assets or groups of assets. Cnova has defined cash-generating units as business units. Recoverable amount The recoverable amount of an asset is the higher of its fair value less cost of disposal and its value in use. It is generally determined separately for each asset. When this is not possible, the recoverable amount of the group of CGUs to which the asset belongs is used. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. This has been measured through: • The market capitalization of Cnova that amounted to c. €800m at end of 2023. Considering that only 1% of the shares of Cnova are floating on the Euronext, the market capitalisation may differ from fair value, we believe Value in use is more representative of the value of the Cash Generating Units. • Recent transactions notably CGP shares buyout by Casino resulting in an induced equity valuation of €30m. Considering that valuation was not shared at Cnova level, we believe Value in use is more representative of the value of the Cash Generating Units. Value in use is the present value of the future cash flows expected to be derived from continuing use of an asset plus a terminal value. It is determined internally or by external experts based on: 147 • Cash-flow projections contained in financial budgets/forecasts approved by management and cash flows beyond the projection period are estimated by applying a constant or decreasing growth rate; and • The terminal value determined by applying a perpetual growth rate to the final cash flow projection. The cash flow projections and terminal value are discounted at long-term after-tax market rates reflecting market estimates of the time value of money and the specific risks associated with the asset. For goodwill impairment testing purposes, the recoverable amounts of CGUs or groups of CGUs are determined at year end. Impairment An impairment loss is recognized when the carrying amount of an asset or the CGU to which it belongs is greater than its recoverable amount. Impairment losses are recorded as an expense under the caption “Impairment of assets” in the income statement. Impairment losses recognized in a prior period are reversed if, and only if, there has been a change in the estimates used to determine the asset’s recoverable amount since the last impairment loss was recognized. However, the increased carrying amount of an asset attributable to a reversal of an impairment loss may not exceed the carrying amount that would have been determined had no impairment loss been recognized for the asset in prior years. Impairment losses on goodwill cannot be reversed. b. Breakdown 2022 2023 € thousands Gross Impairment Net Gross Impairment Net E-Commerce 60 736 - 60 736 60 736 - 60 736 Goodwill ...... 60 736 - 60 736 60 736 - 60 736 There is currently only one CGU, denominated “E-Commerce”, which corresponds to the business unit Cnova-Cdiscount, c. Movements for the period € thousands 2022 2023 Carrying amount As of January 1 ..................... 122 295 60 736 Goodwill recognized during the period............ - - Disposal of CChezVous (see Note 2) ................... (61 559) Impairment losses recognized during the period - - Carrying amount As of December 31 .............. 60 736 60 736 A €61,6m goodwill was recognized at acquisition of CChezVous by Cnova. This goodwill has been allocated entirely to the sole operating segment of Cnova and in particular to the CChezVous cash generating unit. CChezVous has been tested as a separate CGU for the testing of goodwill since then and accordingly Goodwill has been included in the disposal group in 2022. 148 d. Goodwill impairment losses The tests carried out as of December 31, 2022 and 2023 did not reveal any impairments of goodwill both from a fair value or value in use perspective. € thousands E Commerce 2022 E Commerce 2023 Carrying Value of Goodwill allocated to the group of units 60 736 60 736 Carrying amount of intangible assets with indefinite useful lives allocated to the group of units 9 484 3 984 Basis on which the unit’s (group of units’) recoverable amount has been determined Value in use Value in use Key assumptions GMV Growth EBITDA Growth Gross Margin rate Growth of Octopia GMV Growth EBITDA Growth Gross Margin rate Management approach to determining the value for key assumptions Past experience External sources in information Past experience External sources in information Period over which management projected cash flows based on financial budgets/forecasts approved by the management 5 Years 5 Years Growth rate used to extrapolate cash flows 2,0% 2,0% Discount rate applied to the cash flow projections 8,6% 10,1% Sensitivity analysis The main assumptions described above are used for measuring the CGUs that are tested for impairment. Sensitivity analyses are performed to assess the effect on the calculations of changes in the assumptions. The method used consists of testing the effect of the following changes in assumptions: • 100 basis point increase in the discount rate compared to the assumptions used • 100 basis point decrease in the perpetuity growth rate compared to the assumptions used • 50 basis point decrease in EBITDA margin (measure of business performance) compared to the assumptions used The sensitivity tests did not reveal any potential need to recognize additional impairment losses. Note 18 Consolidated equity a. Accounting policies Consolidated Equity is attributable to two categories of owners: the equity holders of Cnova and the owners of the non-controlling interests. Transactions with the owners of non-controlling interests resulting in a change in the owners’ percentage interest without loss of control only affect equity. Cash flows arising from changes in ownership interests in a fully consolidated entity that do not result in a loss of control (including increases in percentage interest) are classified as cash flows from financing activities. 149 In the case of an acquisition of an additional interest in a fully consolidated entity, Cnova recognizes the difference between the acquisition cost and the carrying amount of the non-controlling interests as a change in equity attributable to owners of Cnova. Transaction costs are also recognized in equity. The same treatment applies to transaction costs relating to disposals without loss of control. In the case of disposals of controlling interests involving a loss of control, Cnova derecognizes the whole of the ownership interest and recognizes any investment retained in the entity at its fair value. The gain or loss on the entire derecognized interest (interest sold and interest retained) is recognized in income statement. Cash flows arising from the acquisition or loss of control of a consolidated entity are classified as cash flows from investing activities. b. Foreign currency transactions and translation The consolidated financial statements are presented in euros. Each Cnova entity determines its own functional currency, and all their financial transactions are measured in that currency. Foreign currency translation The financial statements of entities that use a functional currency different from the reporting currency are translated into euros as described below: • assets and liabilities, including goodwill and fair value adjustments, are translated into euros at the closing rate, corresponding to the spot exchange rate at the balance sheet date; and • income statement and cash flow items are translated into euros using the average rate of the period unless significant variances occur. The resulting exchange differences are recognized directly within a separate component of equity. When a foreign operation is disposed of, the cumulative amount of the exchange differences in consolidated equity relating to that operation is recycled to the income statement. Intragroup loans for which settlement is neither planned nor likely to occur in the foreseeable future are, in substance, a part of the investment in that foreign operation and are accounted for as part of the investment and the exchange differences arising on these loans are recognized in the same component of equity as discussed above. Foreign currency transactions are converted into the functional currency using the exchange rate at the transaction date. Monetary assets and liabilities denominated in foreign currencies are translated at the closing rate and the resulting exchange differences are recognized in the income statement under “Exchange gains and losses”. Non-monetary assets and liabilities denominated in foreign currencies are converted at the exchange rate at the transaction date. c. Capital management Cnova’s capital management objectives are to ensure Cnova’s ability to continue as a going concern and to provide an adequate value creation and return to shareholders. Cnova monitors capital based on the carrying amount of equity plus its loans (including current account agreement with Casino Finance), less cash and cash equivalents as presented on the face of the balance sheet. Cnova manages the capital structure and adjusts it in the light of changes in economic conditions 150 and the risk characteristics of the underlying assets. To maintain or adjust the capital structure, Cnova may adjust its dividend policy, issue new shares, or sell assets to reduce debt. 151 d. Breakdown Share capital At December 31, 2022, the share capital of Cnova is composed of 345,210,398 shares with a par value of €0,05. Notes to the consolidated statement of comprehensive income € thousands 2022 2023 Exchange differences .................................................................................................. (16) 4 Change in translation differences during the period.............................. (16) 4 Actuarial gains and losses ....................................................................................... 2 199 (1 005) Change during the period .......................................................................................... 2 474 (1 005) Income tax (expense)/benefit................................................................................... (275) - Total ............................................................................................................................................ 2 183 (1 001) Those items have no tax impact. Non-controlling interests € thousands C-Logistics Other Total As of January 1, 2022 Revised, see Note 1 70 534 722 71 257 % of non-controlling interests 15,96% Net result 323 (44) 279 Other comprehensive Income 73 (53) 20 Dividends granted 1 245 (1 245) - Other 494 (202) 292 As of December 31,2022 Revised, see Note 1 72 669 (821) 71 848 % of non-controlling interests 15,96% Net result (3 958) (100) (4 058) Other comprehensive Income (55) (12) (67) Dividends granted - - Dissolution of subsidiaries (1) 53 53 Other - - - As of December 31, 2023 68 656 (880) 67 776 % of non-controlling interests 15,96% (1) CDiscount Ecuador, CDiscount Uruguay Profit appropriation The Board proposes to appropriate the loss for the period to the retained earnings. Note 19 Provisions A provision is recorded when Cnova has a present obligation (legal or constructive) as a result of a past event, the amount of the obligation can be reliably estimated, and it is probable that an 152 outflow of resources embodying economic benefits will be required to settle the obligation. Provisions are discounted when the related adjustment is material. Contingent liabilities are possible obligations that arise from past events and whose existence will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within Cnova’s control, or present obligations whose settlement is not expected to require an outflow of resources embodying economic benefits. Contingent liabilities are not recognized in the balance sheet (except when they are assumed through a business combination) but are disclosed in the notes to the financial statements. Breakdown and movements € thousands January 1, 2022 Increases Reversal s (used) Reversals (surplus) Business combination or loss of control Translation adjustment Other December 31, 2022 Onerous contracts - 5 595 - - - - - 5 595 Claims and litigation 5 865 11 100 (9 925) (2 392) (129) 27 (2) 4 544 Total 5 865 16 695 (9 925) (2 392) (129) 27 (2) 10 139 of which short-term 4 076 16 545 (9 772) (1 661) (60) 26 (5) 9 149 of which long-term 1 789 150 (153) (731) (69) 1 3 990 € thousands January 1, 2023 Increases Reversal s (used) Reversals (surplus) Business combination or loss of control Translation adjustment Other December 31, 2023 Onerous contracts 5 595 - (2 671) (2 924) - - - - Claims and litigation 4 544 4 041 (3 544) - (181) 2 (7) 4 855 Total 10 139 4 041 (6 215) (2 924) (181) 2 (7) 4 855 of which short-term 9 149 3 937 (5 485) (2 924) (175) 2 (5) 4 498 of which long-term 990 104 (730) - (6) - - 357 Note 20 Pension and other post-employment benefit obligations a. Defined contribution plan Under defined contribution plans, Cnova pays fixed contributions into a fund and has no obligation to pay further contributions if the fund does not hold sufficient assets to pay all employee benefits relating to employee service in the current and prior periods. Contributions to these plans are expensed as incurred. The expense for the year relating to defined contribution plans is €7,5 million in 2023 (2022: €7,6 million). b. Defined benefit plans Regarding defined benefit plans, mainly French consolidated entities are concerned as their employees are notably entitled to compensation paid on retirement. Cnova’s obligation is measured using the projected unit credit method based on the provisions of existing plans. Under 153 this method, each period of service gives rise to an additional unit of benefit entitlement and each unit is measured separately to build up the final obligation. The final obligation is then discounted. The obligation is measured by independent actuaries annually for the most significant plans and for the employment termination benefit, and regularly for all other smaller plans. Assumptions include expected rate of future salary increases, estimated average working life of employees, life expectancy and staff turnover rates. Actuarial gains and losses arise from the effects of changes in actuarial assumptions and experience adjustments (differences between results based on previous actuarial assumptions and what has actually occurred). All actuarial gains and losses arising on defined benefit plans are recognized immediately in other comprehensive income. The past service cost referring to the increase in an obligation following the introduction of a new benefit plan or modification of an existing plan is immediately expensed. Expenses related to defined benefit plans are recognized in operating expenses (service cost) or other financial income and expense (net of obligation and plan assets). Curtailments, settlements and past service costs are recognized in operating expenses or other financial income and expense depending on their nature. The liability recognized in the balance sheet is measured as the net present value of the obligation. In France, an industry-specific agreement between employers and employees provides for the payment of allowances to employees at the date of retirement depending on the years of service rendered and their salary at the age of retirement. Undiscounted future cash flows € thousands 2024 2025 2026 2027 2028 > 2028 Pensions 103 51 81 130 267 61 001 c. Main assumptions used in determining total obligations related to defined benefit plans Plans falling under defined benefit schemes are exposed to interest rate risk, rate of salary increase risk and mortality rate risk. The following table summarizes the main actuarial assumptions used to measure the obligation: 2022 2023 Discount rate ................................................................................................. 3,8% 3,3% Expected rate of future salary increases.................................... 2,0% 2,5% Retirement age............................................................................................ 64 64 to 65 The discount rate is determined by reference to the Bloomberg 15-year AA corporate composite index. d. Sensitivity analysis The impact of a variation of +/- 50 basis point on the discount rate would generate a change of respectively -8,0% and +8,8% of the total amount of the commitment. 154 The impact of a variation of +/- 50 basis point on the expected rate of future salary increases would generate a change of respectively +8,9% and -8,1% of the total amount of the commitment. Reconciliation of liabilities in the balance sheet € thousands 2022 2023 As of January 1 .................................................................................................... 7 055 5 030 Service cost for the period ............................................................................... 767 169 Interest cost of the period................................................................................ 77 213 Actuarial gains or losses recognized in other comprehensive income (2 474) 1 005 Business combination or loss of control ..................................................... (397) - Other movements .............................................................................................. - 7 As of December 31 ............................................................................................. 5 030 6 424 Note 21 Financial liabilities and other liabilities a. Accounting policies Financial liabilities are classified into two categories as follows: • borrowings recognized at amortized cost; and • financial liabilities at fair value through profit or loss. Financial liabilities are classified as current if they are due in less than one year and non-current if they are due in more than one year. Recognition and measurement of financial liabilities Financial liabilities recognized at amortized cost Borrowings and other financial debt are recognized at amortized cost using the effective interest rate method. These liabilities may be hedged. Debt issue costs and issue and redemption premiums are included in the cost of borrowings and financial debt. They are added or deducted from borrowings and are amortized using effective interest method. Financial liabilities at fair value through profit or loss These are financial liabilities intended to be held on a short-term basis for trading purposes. They are measured at fair value and gains and losses arising from remeasurement at fair value are recognized in profit or loss. For financial liabilities carried at fair value through profit or loss only loss arising from deterioration of company’s own credit risk should be recognized through other comprehensive income. 155 b. Breakdown of financial debt 2022 2023 € thousands Non- current Portion Current Portion Total Non- current Portion Current Portion Total Current account agreement with Casino Finance (Conditions in note 26) 371 506 12 530 384 036 416 917 17 328 434 245 Bank overdrafts 67 995 67 995 69 118 69 118 State Guaranteed loan 30 000 31 678 61 678 - 63 472 63 472 Commitments to buy back NCI (1) 720 720 - - SPV loan (see Note 2) 13 000 13 000 - 20 000 20 000 Other financial liabilities (2) 15 005 15 005 13 680 13 680 Financial debt 414 50 6 127 929 542 435 416 917 183 598 600 515 (1) Commitment to buy back Non Controlling Interests in Neosys for an amount of €720 thousand have been reclassified into Other Non Current liabilities as at Decembre 31, 2023, considering the remote probability of this financial outflow since Cnova plans to sell its share in the company to the current minority shareholder (see Note 27). (2) Other financial liabilities include 6,9m€ from the factoring program with La Banque Postale and 6,8m€ related to the dilution risk of CB4X payments instalments (see Note 12) Bank overdrafts, State Guaranteed loan and SPV loan are classified as Current financial liabilities as at December, 31, 2023, pending completion of Casino Group financial restructuring. Following the completion of Casino Group restructuring in March 2024, these sources of financing are secured at least until end of March 2026. Changes in liabilities arising from financing activities: € thousands Current account agreement with Casino Finance State Guaranteed loans Other financial liabilities SPV loan Total liabilities from financing activities As of January 1, 2022 ............................ 228 604 118 578 13 434 — 360 616 Additions to financial debt ................ — — 1 571 13 000 14 571 Repayments of financial debt (1) ..... — (60 000) — — (60 000) Change in loan received (2) ................. 151 072 — — — 151 072 Change in loan received - discontinued operations ..................... — — — — — Accrued interests, net ........................... 4 360 3 100 — — 7 460 As of December 31, 2022 ................... 384 036 61 678 15 005 13 000 473 719 Additions to financial debt (1) ............ - - 7 000 7 000 Repayments of financial debt (2) .... - (1 325) - (1 325) Change in loan received (3) ................. 44 827 - - - 44 827 Change in loan received - discontinued operations ..................... - - - - - Accrued interests, net .......................... 5 382 1 794 - 7 176 As of December 31, 2023 ................... 434 245 63 472 13 680 20 000 531 397 (1) Additions to financial debt include in 2023 the SPV loan for €7m, and in 2022 the SPV loan for €13m (see Note 2) and reconsolidation of factored receivables for €1,1m and the continued involvement in the instalment payment program for €0.4 million (see Note 11) (2) Repayments of financial debt include the first reimbursement of the State Guaranteed loan for €60m in 2022 (3) Change in loan received includes cash pool balances with Casino 156 Detail of main financial debt: Nominal amount (K€) Nominal Interest Rate Effective Interest rate Issue date Due date 2022 2023 Term loan with Casino 300 000 3,90% 3,90% August 5, 2020 July 31, 2026 300 000 300 000 Cash pool balances with Casino Maximum of 400 000 €STR 1 month + 1,5% €STR 1 month + 1,5% July 1, 2014 July 31, 2026 71 506 116 917 State Guaranteed loan 60 000 Euribor + 0,6% Euribor + 0,9% August 2020 March 27, 2026 (or 2027 except for HSBC) 2 years (+ 1 optional except HSBC) after Casino restructuring fully approved 60 000 60 000 0,6% for first year, 0,5% for second and third year and 0,6% for the three last years. The Group has €70 million of bank overdraft available out of which €69 million were used at December 31, 2023. The State Guaranteed Loan had an initial maturity of 1 year that has been extended to 6 years. A €60m tranche was repaid in August 2022. A €30m tranche was scheduled to be repaid in August 2023 but was postponed following the conciliation outcome regarding reprofiling of repayment. The full repayment of €60m is to occur 2 years (+ 1 possible extension year depending on covenants, except for HSBC) after completion of Casino restructuring which occurred on March 27 th 2024, hence in 2026 (or 2027). In March 2022, the Current Account Agreement Confirmation was amended and restated with a €150 million increase of the Term loan to €300 million. (See Note 26). c. Other liabilities 2022 2023 € thousands Non-current Current Total Non-current Current Total Amounts due to suppliers of PP&E ............................. - 13 739 13 739 - 11 467 11 467 Debts towards marketplace sellers ......... - 137 535 137 535 - 133 286 133 286 Other liabilities................. 618 22 061 22 678 1 565 25 885 27 450 Contract liabilities 17 210 35 213 52 423 15 874 32 674 48 548 Deferred income ............. 240 1 904 2 144 (1 294) 1 813 519 TOTAL ............................... 18 068 210 452 228 519 16 145 205 125 221 270 Note 22 Fair value of financial instruments a. Accounting principles Fair value measurements are determined following the provisions of IFRS 13 “Fair Value Measurement” which defines the following fair value hierarchy: • quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1); • inputs other than quoted prices included within Level 1 that are observable either directly (i.e. 157 as prices) or indirectly (i.e. derived from prices) (Level 2); • inputs for the asset or liability that are not based on observable market data (unobservable inputs) (Level 3). The fair value of financial instruments traded in an active market is the quoted price on the balance sheet date. A market is considered as active if quoted prices are readily and regularly available from an exchange, dealer, broker, industry group, pricing service or regulatory agency, and those prices represent actual and regularly occurring market transactions on an arm’s length basis. These instruments are classified as Level 1. The fair value of financial instruments which are not quoted in an active market (such as over-the- counter derivatives) is determined using valuation techniques. These techniques use observable market data wherever possible and make little use of Cnova’s own estimates. If all the inputs required to calculate fair value are observable, the instrument is classified as Level 2. If one or more significant inputs are not based on observable market data, the instrument is classified as Level 3. b. Financial assets 2022 Carrying amount Total € thousands Carrying amount Non financial assets Total Financial assets Assets held for trading Loans and receivables AFS - mesured at fair value Fair value (A) (B) (A-B) Other non-current assets 12 614 2 247 10 367 - 10 357 10 10 367 Trade receivables 83 003 83 003 - 83 003 83 003 Other current assets * 319 160 61 124 258 035 - 258 035 258 035 Cash and cash equivalents 13 654 13 654 - 13 654 13 654 2023 Carrying amount Total € thousands Carrying amount Non financial assets Total Financial assets Assets held for trading Loans and receivables AFS - mesured at fair value Fair value (A) (B) (A-B) Other non-current assets 7 134 1 323 5 811 - 5 801 10 5 811 Trade receivables 92 667 92 667 - 92 667 92 667 Other current assets * 144 900 43 855 101 045 - 105 965 105 965 Cash and cash equivalents 11 021 11 021 - 11 021 11 021 including: - receivables on rebates from suppliers for €9,1m in 2023 and €5,5m in 2022 - social and tax receivables for €32,0m in 2023 and €46,2m in 2022 - Cash pool with Casino Finance for €155,5M in 2022 (nil in 2023) 158 c. Financial liabilities 2022 Carrying amount Total Carrying amount Non financial liabilities Total Financial liabilities Liabilities at amortized cost Liabilities designated at fair value Hedging instrument s Fair value € thousands (A) (B) (A-B) Financial debt (1) 542 435 542 435 542 435 - - 542 435 Trade payables 428 921 428 921 428 921 - - 428 921 Other current liabilities 210 452 37 116 173 335 173 335 - - 173 335 Other non- current liabilities 18 068 17 453 615 615 - - 615 (1) At end of 2022, the fair value of the 300m€ term loan with Casino Group was not calculated in the absence of market rate. The carrying amount was reported as Fair value. 2023 Carrying amount Total Carrying amount Non financial liabilities Total Financial liabilities Liabilities at amortized cost Liabilities designated at fair value Hedging instrument s Fair value € thousands (A) (B) (A-B) Financial debt 600 515 600 515 600 515 - - 584 414 Trade payables 252 912 252 912 252 912 - - 252 912 Other current liabilities 205 125 34 487 170 638 170 638 - - 170 638 Other non- current liabilities 16 145 14 580 1 565 1 565 - - 1 565 Assets and liabilities are classified at Level 2. Note 23 Financial risk management objectives and policies The main risks associated with Cnova’s financial instruments are market risks (interest rate, currency and equity), counterparty risk and liquidity risk. a. Market risk Interest rate risk Interest rate risk refers to the risk that cash flows associated with financial instruments will be impacted due to changes in market interest rates. The Group’s interest rate risk arises principally from borrowings issued at variable rates; they expose the Group to cash flow interest rate risk unless they are offset by cash and cash equivalents deposits (including short-term investments) earning interest at variable interest rates. Interest rate sensitivity: risks associated with variable-rate financial instruments The impact (before tax effect) on profit (loss) for the period of a 50-basis point increase or decrease in the €STR interest rate, based on the variable rate financial instruments held by the Group, with all other variables held constant, was estimated to €0,5 million and €0,2 million respectively for the periods ended December 31, 2023 and December 31, 2022. 159 The impact (before tax effect) on profit (loss) for the period of a 50-basis point increase or decrease in the EURIBOR 3-months interest rate, based on the variable rate financial instruments held by the Group (State Guaranteed loan), with all other variables held constant, was estimated to €0,8 million and €0,5 million respectively for the periods ended December 31, 2023 and December 31, 2022. Exposure to foreign exchange risk Exchange rates against the Euro 2022 2023 Exchange rates against the euro Closing rate Average rate Closing rate Average rate US dollar (USD) 1,0666 1,0534 1,1050 1,0818 Moroccan Dirham (MAD) 10,9178 10,9550 Equity risk Cnova has no exposure to equity securities price risk as we have no such investment. b. Counterparty risk Cnova is not exposed to significant counterparty risks in its operating activities and its short-term investment activities. Counterparty risk related to trade receivable Customer receivables are regularly monitored and Cnova’s exposure to the risk of bad debts is considered as limited because of the number of customers Cnova has through its operations. Trade receivables (gross amount) break down as follows by maturity: Receivables past due on the balance sheet date Receivables not yet due not impaired Receivables not more than one month past due Receivables between one and six months past due Receivables more than six months past due Receivable s overdue Doubtful receivables GROSS TOTAL Impairment losses NET TOTAL € thousands (A) I (–) (D)=(A)+(B)+(C ) (E) (D) − (E) 2022 ........... 53 924 10 160 3 596 15 323 29 079 17 358 100 361 (17 358) 83 003 2023 ........... 83 242 5 517 3 651 257 9 425 17 229 109 896 (17 229) 92 667 Receivables past due can vary substantially in length of time overdue depending on the type of customer, i.e. consumers or public authorities. Impairment policies are determined on an entity-by-entity basis according to customer type. As indicated above, Cnova believes that it has no material risk in terms of credit concentration. Counterparty risk related to other assets Other assets, mainly comprising tax receivables, and repayment rights are neither past due nor impaired. Credit risk on other financial assets—mainly comprising cash and cash equivalents and financial assets at fair value through P&L—corresponds to the risk of failure by the counterparty to fulfil its obligations. The maximum risk is equal to the instruments’ carrying amount. Cnova’s cash 160 management policy consists of investing cash and cash equivalents with diversified first category counterparties. c. Liquidity risk Cnova manages liquidity risk through the daily follow-up of cash flows, control of financial assets and liabilities maturities and a close relationship with main financial institutions. As of December 31, 2023, Cnova’s liquidity is also depending on the financing from its parent company Casino, see Note 26. As part of current account agreement with Cnova and its subsidiaries, unused credit lines amounted to €266 million as of December 31, 2023. Exposure to liquidity risk The table below shows a maturity schedule for financial liabilities, including principal and interest but excluding discounting. 2022 Maturity € thousands Due within one year Due in one to two years Due in two to three years Due in three to five years five years Due to beyond five years 2022 Total Carrying amount Borrowings and bank overdrafts 67 995 67 995 67 995 Cash pool balances with Casino 12 530 371 506 384 036 384 036 State Guaranteed loan 31 678 18 000 6 000 6 000 61 678 61 678 Other financial liabilities 28 725 28 725 28 725 Trade payables and other liabilities 602 256 615 602 871 602 871 Total 743 185 18 615 377 506 6 000 - 1 145 306 1 145 306 2023 Maturity € thousands Due within one year Due in one to two years Due in two to three years Due in three to five years five years Due to beyond five years 2023 Total Carrying amount Borrowings and bank overdrafts (1) 69 118 69 118 69 118 Cash pool balances with Casino 17 328 416 917 434 245 434 245 State Guaranteed loan (1) 63 472 63 472 63 472 Other financial liabilities 33 680 33 680 33 680 Trade payables and other liabilities 424 270 845 425 115 425 115 Total 607 868 845 416 917 - - 1 025 631 1 025 631 1) Bank overdrafts, State Guaranteed loan and SPV loan are classified as Current financial liabilities as at December, 31, 2023, pending completion of Casino Group financial restructuring. Following the completion of Casino Group restructuring in March 2024, these sources of financing are secured at least until end of March 2026 The company has a structural inadequate capital structure in relation to its debts, which could compromise the mid-term business plan, particularly after 2025, when the Current Account Agreement with Casino Finance, the State Guaranteed Loan and Bank overdrafts will not be 161 secured anymore. Therefore a material uncertainty exists that may cast significant doubt on Cnova’s ability to continue as a going concern after 2025 (refer to Note 1.1.2). Trade payables does not include any liability related to reverse factoring arrangements in 2023 (vs €33,0m in 2022). Accounting principle for reverse factoring Reverse factoring is a type of supplier finance solution that companies can use to offer early payments to their suppliers based on approved invoices. Accounting policy for these operations depends on the potential modification of the characteristic of related debts. When these characteristics are not modified reverse factoring operations are accounted in trade payables. Otherwise these operations are accounted in financial debt. Note 24 Off-balance sheet commitments Management believes that, to the best of its knowledge, there were no off-balance sheet commitments as of December 31, 2022 and 2023, other than those described below, likely to have a material impact on Cnova’s current or future financial position. Commitments given The amounts disclosed in the table below represent the maximum potential amounts (not discounted) that Cnova might have to pay in respect of commitments given. They are not netted against sums which Cnova might recover through legal actions or counter-indemnities received. € thousands 2022 2023 Firm purchase commitments(i) ...................................... — — Other commitments(ii)....................................................... 13 000 20 000 Due: ........................................................................................... — — Within one year..................................................................... — — Due in one to five years ...................................................... — — Due beyond five years ........................................................ 13 000 20 000 Total commitments given ............................................... 13 000 20 000 (i) Reciprocal commitments (ii) Linked to the SPV financing (see Note 2). Note 25 Contingencies In the normal course of its business, Cnova is involved in several legal proceedings with third parties or with the tax authorities in certain countries. Provisions are set aside to cover these proceedings when Cnova has a legal, contractual or constructive obligation towards a third party at year-end, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation, and the amount of the obligation can be reliably estimated. On 8 August 2016, Via Varejo S.A. (“Via Varejo”), Cnova Comércio Eletrônico S.A. (“Cnova Brazil”) (Via Varejo and Cnova Brazil jointly referred to as “Via Varejo”) and Cnova entered into a reorganization agreement, aiming to combine the e-commerce business operated by Cnova Brazil with Via Varejo’s brick and mortar activities (the “2016 Reorganization Agreement”). Pursuant to the 2016 Reorganization Agreement, Cnova Brazil was reorganized within Via Varejo with the consequence that Cnova Brazil became wholly owned by Via Varejo. As part of the 2016 Reorganization Agreement, we are exposed to a 6-year indemnification obligation as of 31 October 2016 to Via 162 Varejo which indemnification limitation has been reduced, subject to all terms and conditions of the Reorganization Agreement, to $50 million on 31 October 2017. Any failure by the Company to satisfy indemnification obligations could result in potential claims and legal proceedings raised by Via Varejo. These events could potentially harm our reputation and/or have a material adverse effect on our business, financial condition, results of operations or prospects. In respect of this indemnification obligation, Via Varejo commenced an arbitration procedure against Cnova NV on 8 July 2020 claiming an undocumented amount of approximately BRL 65 million concerning labor and consumer claims that allegedly were of Cnova’s responsibility and generated indemnifiable losses. On December 14, 2023, the Arbitral Tribunal issued is final award, pursuant to which Cnova NV was held to indemnify Via Varejo for an amount of BRL 14,5 million (€2,7 million), increased with monetary adjustment, and decreased with a compensation for legal and other fees incurred by Cnova NV in the course of the procedure. Cnova filed a motion for clarification of the award on February 26 th , 2024, asking the Tribunal for further clarification of the indemnification amount’s composition and the calculation for the monetary adjustment. The provision has been adjusted accordingly in the Group Consolidated Financial Statements at 2023 year end. Note 26 Related Party Transactions The following transactions were carried out with related parties (consisting of Casino and its subsidiaries): 2022 2023 € thousands Transactions Balance Transactions Balance Loans due from Parent Companies ..................... 138 446 156 498 (147 654) 8 844 Receivables ............................................................................ (39 160) 13 159 (6 427) 6 732 Loan due to Parent Companies .............................. 154 547 385 051 49 758 434 809 Payables ................................................................................... (12 241) 28 668 (7 313) 21 355 Expense .................................................................................... 96 092 - 68 967 - Income ...................................................................................... 97 188 - 17 044 - a. 2016 Reorganization Related Agreements On May 12, 2016, we entered into a non-binding memorandum of understanding with Via Varejo regarding a possible reorganization of Cnova Brazil within Via Varejo and, on August 8, 2016, Cnova, Cnova Brazil and Via Varejo entered into the Reorganization Agreement, which provides for, among other things, the terms of the 2016 Reorganization (see section “2.3.4 The 2016 Reorganization”). Pursuant to the Reorganization Agreement, Cnova Brazil was reorganized within Via Varejo. As a result, Cnova Brazil became wholly owned by Via Varejo. Cnova received (i) all of the Cnova ordinary shares (approximately 97 million shares) held by Via Varejo Holding S.à.r.l. (approximately 21,9% of Cnova’s ordinary shares), (ii) the cash balancing payment of approximately R$16,5 million, which, pursuant to the terms of the Reorganization Agreement, was subsequently adjusted to R$20,4 million at closing (an increase of approximately R$3,9 million) in connection with the completion of the 2016 Reorganization to reflect the working capital and financial net indebtedness levels of Cnova Brazil as of such time, and was further adjusted after the closing to R$43,3 million (an increase of approximately R$22,9 million from the initial adjusted amount at closing), and (iii) the special voting shares underlying the special voting depository receipts that were previously held by a wholly owned subsidiary of Via Varejo. In addition, on November 7, 2016, Via Varejo caused Cnova Brazil to repay to R$527,0 million in consideration of the outstanding loan 163 obligations owed by Cnova Brazil to Cnova and one of its wholly owned affiliates, Cnova Finança, together with all interest and other accrued amounts as of the time of repayment. b. Agreements Relating to our Shares  Special Voting Agreement On November 24, 2014, we, the Voting Depository, Casino, CBD, Via Varejo, Éxito, Mr. Germán Quiroga, and Mr. Eduardo Chalita, with acknowledgment by Nova HoldCo, Lux HoldCo and Dutch HoldCo entered into Special Voting Agreement. This agreement includes the contractual terms of the Double Voting Right Structure as di–cussed in “Other Information - 4 Special Voting Shares”). Pursuant to the Special Voting Agreement, the Special Voting Shares were automatically issued when our initial public offering was completed in November 2014. The Special Voting Agreement also provides for the non-transferability of special voting depository receipts except to a Permitted Transferee as described in “Other Information - 4 Special Voting Shares”) and authorizes the Voting Depository to unilaterally cancel special voting depository receipts (for no compensation) in specified circumstances. The Special Voting Agreement also includes an acknowledgement of the terms and conditions (administratievoorwaarden, or the “Terms and Conditions”) of the Double Voting Right Structure by each initial holder of special voting depository receipts. The Special Voting Agreement further includes an irrevocable power of attorney from each initial holder of special voting depository receipts to the Voting Depository and Cnova for acts required under the Terms and Conditions or the Special Voting Agreement. Pursuant to the Special Voting Agreement, the Voting Depository is to be granted a call option (the “Call Option”) to acquire newly issued special voting shares in the event of a capital increase of Cnova in which one or more Founding Shareholders (or their Permitted Transferees, as the case may be) participate(s). The Call Option will be an irrevocable right to subscribe for additional special voting shares, exercisable only by the Voting Depository. The Call Option will include circumstances in which the Voting Depository must exercise the Call Option. An issuance of special voting shares pursuant to the Call Option will not require prior authorization by our general meeting of shareholders. The Call Option will be non-transferable and cannot be encumbered in any way. The Call Option will be perpetual in nature, exercisable on more than one occasion and cannot be cancelled unless and until the Double Voting Right Structure is abolished. The Call Option will give no right to subscribe for special voting shares to the extent that our authorized share capital would be exceeded, as set forth in our Articles of Association from time to time. The Special Voting Agreement includes an undertaking by us to ensure that the Board will propose an amendment to our Articles of Association in order to increase the number of special voting shares comprised in our authorized share capital if it appears that the Voting Depository will likely need to hold special voting shares in excess of the number of special voting shares issuable under our authorized share capital. The Special Voting Agreement also provides that the Voting Depository may not, directly or indirectly, sell, dispose of, transfer or encumber any special voting share or otherwise grant any right or interest therein (other than a transfer to Cnova or a statutory right of pledge in favour of the holders of the corresponding special voting depository receipts). In the Special Voting Agreement, the Voting Depository waives all of its (de minimis) economic rights in connection with the special voting shares, although Cnova is required to reimburse the Voting Depository for reasonable costs incurred by it in connection with the administration and operation of the Double Voting Right Structure. The Special Voting Agreement also provides that in case of dissolution of the Voting Depository, the special voting shares will be transferred back to Cnova for no consideration and, if so desired, the parties to the Special Voting Agreement will seek to implement an appropriate alternative to the Double Voting Right Structure. 164 The Special Voting Agreement may be amended by the holders of special voting depository receipts by two thirds majority vote, with our consent. The holders of the special voting depository receipts may also terminate the Double Voting Right Structure by a two thirds majority vote. We have not been made aware of any changes in this agreement to date, however, with effect from July 14, 2016, the management board of the Voting Depository cancelled 384 057 special voting depository receipts previously held by Dutch HoldCo Camberra since such entity was no longer qualified to hold such special voting depository receipts under the terms and conditions established by the Voting Depository. With effect from such cancellation, the Voting Depository transferred to the Company for no consideration 384 057 Special Voting Shares. On a related procedure, with effect from October 31, 2016, the Voting Depository cancelled 96 790 798 special voting depository receipts held by Dutch HoldCo VV since it no longer met the requirements for holding such special voting depository receipts. The Voting Depository then transferred to the Company for no consideration the 96 790 798 Special Voting Shares, to which the special voting depository receipts of Dutch HoldCo VV were stapled prior to the cancellation thereof. The General Meeting held on October 27, 2016, authorize’ the reduction of the Company's issued share capital by means of cancelation of the total of 97 790 798 Special Voting Shares held then by the Company in treasury, with effect from January 13, 2017. In addition, in January of 2017, the Voting Depository cancelled 6 002 981 special voting depository receipts and 1 special voting depository receipt previously held, respectively, by Dutch HoldCo QE and Casino due to the fact that such entities no longer qualified to hold such special voting depository receipts under the terms and conditions established by the Voting Depository after having placed the same number of their respective ordinary shares with the Depository Trust and Clearing Corporation in connection with the Offers.  Registration Rights Agreement On November 25, 2014, the Founding Shareholders and certain other members of our management entered into a registration rights agreement with us. The registration rights agreement provides Casino and Dutch HoldCo with demand registration rights that can be exercised once per twelve-month period and provides all shareholders party to the agreement with piggyback registration rights, which, in either case, if exercised, would impose on us an obligation to register for public resale with the SEC our ordinary shares that are held by such shareholders. The demand registration rights can be exercised at any time and include requests to register ordinary shares on a shelf registration statement once we become eligible to file a registration statement on Form F 3 or any successor or similar form and requests to effect takedowns from such shelf registration. The piggyback registration rights may be exercised when we propose to register any of our ordinary shares under the Securities Act by a preliminary prospectus, prospectus supplement or shelf registration statement (other than the registration statement we filed for our initial public offering, a registration on Form S 8 or F 4, or any successor or similar form relating to the ordinary shares issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan or in connection with a direct or indirect acquisition by us of another entity). In each registration pursuant to the registration rights agreement, we are required to pay the registration expenses of the selling shareholders, other than underwriting discounts and commissions and applicable transfer taxes. In addition, we have agreed to indemnify the selling shareholders in any registration pursuant to the registration rights agreement against losses suffered by them in connection with any untrue or alleged untrue statement of a material fact contained in any registration statement, preliminary prospectus, final prospectus or summary prospectus or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement therein not misleading, except insofar as the same may be caused by or contained in any information furnished in writing to us by such selling 165 shareholder for use therein. c. Operational and Synergy Agreements  Management Support and Strategic Advisory Agreement On June 4, 2014, we entered into a management support and strategic advisory agreement with certain companies of the Casino Group pursuant to which the relevant Casino Group companies agree to provide certain management support services, including general management, planning, financial and treasury planning and control, human resources, institutional promotion, legal and tax and public relations, as well as strategic advisory services. In consideration for these support and advisory services, we agreed to pay fees on a pro rata basis from the date of the 2014 Reorganization through the end of the year. The fees are assessed on a cost-plus basis, to be invoiced biannually. The estimated fees under the agreement are to be revised annually. To the extent that the relevant Casino Group companies incur costs or expenses either below or more than the estimated fee paid during the year, the relevant Casino Group companies will issue to us an additional invoice or a credit note. The management support and strategic advisory agreement is entered into for an indefinite term and may be terminated upon mutual consent, or by any party with 90 days’ prior written notice. Additionally, in the event of a material breach, the non-breaching party may terminate the agreement with 15-day prior written notice to the breaching party (unless the breach is cured during this period). The agreement may also immediately terminate in the case of liquidation or bankruptcy of any of the parties.  Cdiscount EMC Commercial Partnership Agreement On May 14, 2014, EMC Distribution S.A.S. (“EMC”), the central purchasing entity for the Casino Group, and Cdiscount entered into a commercial partnership agreement, which was subsequently amended on March 27, 2015. Under this agreement, both parties undertake to implement buying synergies to increase the volume of everyday consumer goods ordered from certain suppliers. Each party also agrees to act on behalf of the other to negotiate the terms and conditions of certain frameworks agreements with suppliers. This agreement is effective until June 1, 2024 and is automatically renewable for another five-year period unless terminated with an 18-month prior notice.  EMC Distribution Supply Agreement On May 19, 2014, Cdiscount and EMC entered into a supply agreement, whereby EMC sells to Cdiscount imported Casino Group private label products and imported products from other suppliers. Cdiscount has no purchase volume obligation under the agreement. Neither party is entitled to assign its rights and advantages under the agreement without the prior written consent of the other party. The agreement terminates on June 1, 2024 and is automatically renewable for successive 10-year periods unless terminated by either party with written notice sent 18 months prior to expiration of the initial period. On October 1, 2016, EMC and Cdiscount entered into an agreement related to after-sale services in connection with the EMC Distribution Supply Agreement. The after-sale services include indemnification and the provision of spares parts by EMC to Cdiscount. The indemnification shall be calculated according to the formula: effective after-sale-costs / annual EMC’s revenue generated with Cdiscount’s private label products. Cdiscount will issue an invoice to EMC of an amount equivalent to 3% of the net sale price paid under the EMC Distribution Supply Agreement for private label products purchasing. At year end, Cdiscount will calculate the cost incurred with private label products after-sales activities during the respective year a–d either issue a credit note - if the amount already invoiced exceeds the cost actually incurred - or issue an invoice - if the 166 amount invoiced is less than the cost actually incurred by Cdiscount – to EMC.  DCF Commercial Partnership Agreements On May 19, 2014, Cdiscount and Distribution Casino France (“DCF”) entered into two supply agreements, whereby DCF sells to Cdiscount Casino Group private label products and products from other suppliers and Cdiscount sells to DCF Cdiscount private label products and products from other suppliers. Pursuant to verbal binding agreements memorialized in draft agreements, the supply agreements were subsequently amended in 2015, to modify financial conditions. The agreements were subsequently amended on June 28, 2016 to detail and clarify financial conditions. Neither party has a purchase volume obligation under the agreements. Each party shall pay for the products “at cost” plus a decreasing margin (1,5% to 0%) depending on the portion represented by the purchasing entity purchase volume into the global non-food purchase volume made by the purchasing entity and the supplying entity. The agreements terminate on June 1, 2024 and are automatically renewable for successive 10-year periods unless terminated by either party with written notice sent two years prior to the expiration of the initial period.  DCF Purchasing Synergies On June 30, 2015, Cdiscount and DCF entered into a Purchase Synergy Agreement, whereby DCF, due to lower volumes compared to Cdiscount volumes, remunerates Cdiscount for the purchase conditions obtained through such grouped purchases for non-food products. DCF pays commission to Cdiscount at a rate based on the respective volumes purchased by DCF and Cdiscount compared to the total volume with common suppliers. In particular, (i) when DCF share in total volume is less than 20%, then the rate is at 1,5% of the total volume; (ii) when DCF share in total volume is between 20% and 35%, the rate is at 0,7%. If DCF share in total volume is higher than 35%, no remuneration is due. The agreement terminates on January 1, 2025 and is automatically renewable for successive five-year periods unless terminated by either party with written notice sent two years prior to the expiration of the initial period.  Cross-canal transaction with DCF (Distribution Casino France) Under this agreement Cdiscount will become the Casino group multi-channel leader for technical (audio, video, telecommunication and IT products) and home products (including garden furniture). Cdiscount will continue to sell these products directly from its online store through direct shipment (at home or pick-up points) and will then allow customers to collect available products nearly immediately at Géant hypermarkets or Casino supermarkets based on local inventory, or via classic in-store sales. Géant hypermarkets and Casino supermarkets will benefit from Cdiscount experience and expertise in such goods (assortment, pricing, promotion and sales) and on the other hand Cdiscount will reinforce its assortment of goods and provide an additional convenient distribution channel. Cdiscount will define the supply strategy (inventory volume, coverage objective by reference and by store, etc.). For goods sold via classic in-store sales, the pricing of the product sold by Cdiscount to DCF is based on the purchase price net of 3net rebates, which will be deemed the internal sales price plus a margin of 1,33% net of costs. In addition, the applicable internal sales price is adjusted in case of obsolescence impairment based on Cdiscount guidelines which will be invoiced on a semi-annual basis to DCF. As part of this agreement, Cdiscount and DCF have agreed that Cdiscount would acquire the DCF inventory of those goods, which total value amounted to €68 million before taxes (or €82 million after taxes), of which €78 million including taxes was paid at end June 2017. Goods were acquired at the Casino internal sales price and with a discount calculated using Cdiscount obsolescence guidelines for products labelled as showing a degree of obsolescence. An additional amount of €10,5 million before taxes of similar DCF inventory was acquired by Cdiscount in December 2017 167 under the same terms and conditions. The agreement as a one-year term and is automatically renewable for successive one-year periods unless terminated by either party with written notice sent 6 months prior to expiration of the initial period. In accordance with IFRS, Cnova has to recognize the sales to the final customers through all canals (including classic in-store sales) as Cnova is acting as principal in this transaction, with the related margin of DCF, the agent, being recorded in fulfillment costs. An additional agreement was signed in 2018 related to Cdiscount Corners opened in Géant hypermarkets. Under this agreement DCF will pay Cdiscount a 1,5% brand fee on all corner sales and Cdiscount will pay a commission of between 3% and 6% to DCF for cross canal sales (client ordering on Cdiscount.com on tablets located in the corner) originated in hypermarkets. In addition, Cdiscount will support half of the implementation cost of the corners. This agreement was terminated on June 30, 2022.  Cdiscount Casino International Agency Agreement Cdiscount and Casino International S.A.S. (“Casino International”), entered into an agency agreement that became effective on January 10, 2008. Under the terms of the agreement, Casino International, on an exclusive basis, (i) negotiates and sells on behalf of Cdiscount, but through International Retail and Trade Services (“IRTS”), a Swiss subsidiary of Casino acting itself as agent of Casino International, to international suppliers and small and medium sized companies, services offered by Cdiscount such as marketing studies and the sale of data; (ii) advises Cdiscount notably on international synergies and (iii) collects the sums paid by international suppliers and small and medium sized companies for services sold by Casino International on behalf of Cdiscount. Under the terms of the agreement, Cdiscount reimburses Casino International each fiscal year for a portion of the expenses set forth in the financial statements of Casino International for the previous fiscal year. Casino International undertakes to pay Cdiscount all the sums it collects on behalf of Cdiscount from international suppliers and small and medium sized companies for the services rendered by Cdiscount (after having retained its own remuneration). Subject to Casino International’s and IRTS’ prior consent, Cdiscount may directly invoice the international suppliers or small and medium sized companies and collect the applicable payments. The agreement is automatically renewable each year for successive one-year periods unless terminated by either party with three months’ notice. Each party may terminate the agreement (i) in case of insolvency of a party or dissolution of IRTS, (ii) with 30 days’ notice in case of uncured breach and (iii) with three months’ notice in the following cases: change in the shareholding structure of Cdiscount leading to a decrease of the direct or indirect participation of Casino in Cdiscount, or the sale of the share capital or the business of Cdiscount to a third party outside of the Casino Group. Pursuant to a verbal arrangement entered on March 27, 2015, effective as of January 1, 2015, this agreement has been extended to benefit certain additional Cnova subsidiaries, certain of which were disposed of since that date.  Cdiscount Easydis Agreement On January 24, 2013, Cdiscount entered into a logistics service agreement with Easydis S.A.S. (“Easydis”), which is an affiliate of Casino. Under the terms of the agreement, Easydis manages and operates the fulfillment center located in Andrézieux, France. Easydis handles receipt of inventory at the center, inspection of products from Cdiscount’s suppliers, storage of products, preparation 168 of customer orders, management and conservation of inventory and shipping. The parties subsequently amended the agreement on May 16, 2014 to extend the scope of the services and on March 27, 2015, to provide for reviews of the pricing terms based on prevailing market rates. The term of the agreement is six years, from June 1, 2014, until June 1, 2020. It is automatically renewable for successive six-year periods. d. Cash Pooling Agreements On July 1, 2014, Cnova entered into a Current Account Agreement with Casino Finance (previously named Polca Holding S.A.), a member of the Casino Group and the centralizing entity of a cash pool implemented among certain members of the Casino Group. Certain of Cnova’s European subsidiaries, including Cdiscount, Cdiscount Group and Cdiscount International, also acceded to the Current Account Agreement, respectively on August 1, 2014, October 17, 2014, and August 1, 2014. The purpose of the current account agreement is to improve the management of the parties’ working capital through: (i) obtaining cash advances from Casino Finance International to Cnova and its European subsidiaries and (ii) making Cnova and its European subsidiaries’ cash surplus available to Casino Finance International. The parties have acknowledged that the cash flows under the agreement is driven by a common economic, social or financial interest in accordance with the global policy developed for the whole Casino Group and will consider the interest of each party. The current accounts are designed to daily record the cash flows between the parties, with all recorded claims netted off on a continuous basis, resulting in a single account balance. In connection with the increase of our net sales from the year ended December 31, 2013, to the year ended December 31, 2014, and working capital needs associated with our growth, the current account agreement between Cnova and Casino Finance International was amended on March 11, 2015, to increase the maximum size of the cash pool from €70 million to €250 million. There is no cap on the size of any given drawing from the cash pool. Considering Cnova and its European subsidiaries that have acceded to the current account agreement, the maximum size of the cash pool increased from €260 million to €440 million and an increase to €550 million was approved on December 8, 2017. On June 3, 2019 (i) all receivables and ancillary rights were assigned by Casino Finance International to Casino Finance, (ii) the cash pool was terminated and (iii) simultaneously Cnova acceded to a Cash Pool arrangement with Casino Finance. On June 12, 2020, the parties entered into a Current Account Agreement Confirmation followed by a first amendment on July 7, 2020 and a second on December 21, 2020. The purpose of this agreement is to confirm, formalize and record the terms and conditions governing the advances made by Casino Finance to Cnova as well as to govern the granting a Term Loan of €150 million. As per this agreement Cnova is authorized to use the current account to fund any cash shortfall for an outstanding amount of up to €400 million and is granted a Term loan of €150 million. The sum of the term loan and advances shall not be less than €220 million. Cash deposits made by Cnova to Casino Finance are governed by a separate Cash Deposit Agreement, under this agreement no deposits can be made if the sum of the Term Loan and advances under the current account agreement is above €220 million. On March, 22, 2022, the Current Account Agreement Confirmation was amended and restated with a €150 million increase of the Term loan. As per the amended and restated agreement, Cnova is authorized to use the current account to fund any cash shortfall for an outstanding amount of up to €400 million and the Term loan amounts to €300 million Interest accrues on a daily basis (but does not compound). Interest is calculated monthly at a rate equal to the monthly average of the €STR per annum plus a margin of 1.50% for the advances and deposit and a monthly fixed rate of 3.9% for the Term Loan. The terms of the agreements are July 31, 2026 or such other date as mutually agreed between 169 parties. Casino Finance and the Casino Group entities participating in the cash pools including Cnova and certain of its European subsidiaries, are parties to a service agreement dated November 25, 2013, as amended from time to time, with Société Générale S.A. to implement the cash pool and ensure automatic cross border cash centralization between each participating company and Casino Finance International as the pool leader. The agreement has been entered into for an indefinite period of time. Société Générale S.A. or Casino Finance International may terminate the agreement at any time subject to a 30-day notice period. e. Agreements with Directors and Officers We have entered into indemnification and insurance agreements with our directors and certain of our executive officers. We and our subsidiaries have also granted various forms of equity-based compensation to certain executives and directors of our company and/or our subsidiaries. Key management personnel compensation: € thousands 2022 2023 Salaries and other benefits excluding payroll taxes(i) 1 931 1 206 Payroll taxes on salaries and other benefits .................. 599 495 Termination benefits ............................................................. 608 - Total............................................................................................. 3 138 1 701 (i) Gross salaries, bonuses, discretionary and statutory profit sharing, benefits in kind and director’s fees. The amounts disclosed in the table are the amounts recognized as an expense during the reporting period related to key management personnel. It relates to 5 managers in 2022 and 3 managers in 2023 (of which the 2 current executive directors of Cnova NV, refer to section 5. Remuneration report). Note 27 Subsequent events a. Update concerning Casino Group financial restructuring and buyout On March 27, 2024, Casino, Guichard-Perrachon ("Casino") announced the effective completion of its financial restructuring. All the transactions provided for in Casino's accelerated safeguard plan approved by the Paris Commercial Court on February 26, 2024 have been implemented on March 27, 2024. The completion of Casino’s financial restructuring resulted in a change of control of Casino group (the "Group") to France Retail Holdings S.à.r.l. (an entity ultimately controlled by Mr. Daniel Křetínský) (“FRH”). Consequently, FRH has acquired indirectly (via Casino Guichard-Perrachon S.A.) 99.27% of the voting rights in Cnova, thus acquiring predominant control (overwegende zeggenschap) over Cnova. FRH is a special purpose vehicle set up by a consortium consisting of EP Equity Investment III S.à.r.l. ("EP"), Fimalac and Attestor, and is controlled by EP, a company controlled (via EP Equity Investment S.à.r.l and EP Investment S.à.r.l) by Mr. Daniel Křetínský. Consequently, Cdiscount has obtained on February 27, 2024 the “constat” from the Paris Commercial Court of the conciliation protocol with its core banking pool providing for an extension of terms for the state-guaranteed loans “PGE” and the maintenance of overdraft facilities. 170 b. Changes of governance As of March 27, 2024, the Company’s Chairman, non-executive director and member of the Nomination and Remuneration Committee, Mr. Jean-Yves Haagen, and Mrs. Josseline de Clausade, non-executive director, resigned their directorship. 171 Note 28 Main consolidated companies The holding company The next senior company is CBD, owning indirectly 33.98% of Cnova shares and 35.86% of Cnova voting rights and the ultimate holding company is Casino, owning directly and indirectly, 98.96% of Cnova shares and 99.45% of Cnova voting rights. Subsidiaries The main companies are listed below: December 31, 2022 December 31, 2023 Company % control % interest Consolidation method % control % interest Consolidation method Changes The Netherlands Cnova 100,00 Parent 100,00 Parent Cdiscount International BV 100,00 100,00 FI 0,00 0,00 NC Wound up France Cdiscount 100,00 99,68 FI 100,00 99,68 FI Cdiscount Afrique 100,00 100,00 FI 100,00 100,00 FI Cdiscount LATAM 100,00 70,00 FI 0,00 0,00 NC Wound up Cnova France SAS 100,00 100,00 FI 100,00 100,00 FI Cnova Pay 100,00 100,00 FI 100,00 100,00 FI BeezUP 100,00 87,22 FI 100,00 87,22 FI C-Logistics 100,00 84,04 FI 100,00 84,04 FI CChezVous 25,00 5,00 EQ 25,00 5,00 EQ Carya (1001pneus) 100,00 99,68 FI 0,00 0,00 FI Disposal in 12/2023 Haltae (Stootie) 100,00 99,68 FI 0,00 0,00 NC Merged into Cdiscount SA Neosys 100,00 51,00 FI 100,00 51,00 FI Neotech Solutions 100,00 51,00 FI 100,00 51,00 FI Neosys Tunisie 100,00 51,00 FI 100,00 51,00 FI C-Shield 100,00 99,68 FI 100,00 99,68 FI C-Technology 100,00 99,68 FI 100,00 99,68 FI MAAS 100,00 99,68 FI 100,00 99,68 FI CLR 100,00 84,04 FI 100,00 84,04 FI CLV 100,00 84,04 FI Created in 08/2023 Africa Cdiscount Côte d'Ivoire 100,00 100,00 FI 100,00 100,00 FI Cdiscount Sénégal 100,00 100,00 FI 0,00 0,00 NC Merged into Cdiscount Afrique Americas Cdiscount Uruguay 100,00 70,00 FI 0,00 0,00 NC Wound up Cdiscount Equateur 100,00 69,99 FI 0,00 0,00 NC Wound up FI: fully integrated EQ: equity method NC: not consolidated 172 Note 29 Auditor fees (Group) The following table presents the total fees for professional services rendered by the Statutory Auditors for all controlled entities and recorded in the income statement for 2022 and 2023. € thousands 2022 2023 Audit fees for Ernst & Young Accountants LLP 168 - Audit fees for KPMG Accountants NV (1) 383 384 Audit fees for Ernst & Young network 240 - Audit fees for KPMG network (1) 363 1 165 Audit fees for DB3C - 66 Audit related fees for Ernst & Young Accountants LLP 114 - Audit related fees for Ernst & Young network 5 - Total 1 273 1 615 (1) Audit fees include fees for the review of the semi-annual report 173 15. COMPANY FINANCIAL STATEMENTS OF CNOVA N.V AS AT AND FOR THE YEAR ENDED DECEMBER 31, 2023 Balance sheet at December 31, 2023 € thousands Notes Dec. 31, 2022 Dec. 31, 2023 Financial fixed assets 7 653 747 391 047 Loans granted to subsidiaries 7 10 741 10 968 Total non-current assets 664 488 402 015 Other current assets 9 159 212 104 447 Cash and cash equivalents 10 127 92 Total current assets 159 339 104 539 Total assets 823 827 506 554 Share capital 11 17 260 17 260 Additional paid in capital 404 625 404 625 Retained earnings and reserves (76 081) (355 687) Total equity 16 345 804 66 197 Other non-current liabilities 13 300 000 300 000 Total non-current liabilities 300 000 300 000 Trade payables and other 12 5 090 6 627 Other current liabilities 13 172 933 133 730 Total current liabilities 178 023 140 357 Total equity and liabilities 823 827 506 554 The accompanying notes are an integral part of these financial statements 174 Income statement for the year ended December 31, 2023 € thousands December 31, 2022 December 31, 2023 General and administrative expenses (1 796) (952) Financial income 2 245 5 158 Financial expense (12 497) (279 946) Foreign currency exchange result (49) (9) Other income/ (expense) (906) (1 659) Income tax (expenses)/benefit - - Net result from continuing operations (13 003) (277 409) Net result from discontinued operations (Note 5) (1 865) (2 197) Net profit (loss) for the year (14 868) (279 606) See Note 14 Statement of comprehensive income for the year ended December 31, 2023 € thousands December 31, 2022 December 31, 2023 Net profit (loss) for the year (14 868) (279 606) Items that may subsequently be recycled to profit or loss - - Foreign currency translation - - Other comprehensive income/(loss) for the year - - Total comprehensive income/(loss) for the year (14 868) (279 606) See Note 15 The accompanying notes are an integral part of these financial statements 175 Cash Flow Statement for the year ended December 31, 20223 € thousands December 31, 2022 December 31, 2023 Net result from continuing operations (13 003) (277 409) Depreciation and amortization expenses - - (Gains)/losses on disposal of non-current assets - - Financial income/(expenses), net 10 301 274 798 Change in operating working capital (273) (4) Net cash from (used) in continuing operating operations (2 975) (2 615) Net cash from (used) in discontinued operating operations (265) (447) Interest received 920 2 245 Change in cash advance granted to subsidiaries (154 603) 57 461 Net cash from (used) continuing investing operations (153 683) 59 706 Net cash from (used) discontinued investing operations - - Change in cash advance received (including with related parties and subsidiaries) 165 360 (44 182) Interest paid (8 368) (12 497) Net cash from (used) continuing financing operations 156 992 (56 679) Net cash from (used) discontinued financing operations - - Change in cash and cash equivalents 69 (35) Cash and cash equivalents at beginning of period 58 127 Cash and cash equivalents at end of period 127 92 The accompanying notes are an integral part of these financial statements 176 Statement of changes in Equity for the year ended December 31, 2023 € thousands Statutory capital Additional paid in capital Net result of the period Retained earnings and other reserves Total Equity As of December 31, 2021 17 260 404 625 (12 668) (48 545) 360 672 Allocation of prior year result - - 12 668 (12 668) - Other - - - - - Net profit (loss) for the period - - (14 868) - (14 868) As of December 31, 2022 17 260 404 625 (14 868) (61 213) 345 804 Allocation of prior year result - - 14 868 (14 868) - Other - - - - - Net profit (loss) for the period - - (279 606) - (279 606) As of December 31, 2023 17 260 404 625 (279 606) (76 081) 66 198 The accompanying notes are an integral part of these financial statements 177 Notes to the financial statements The company financial statements should be read in conjunction with the consolidated financial statements 1. Description of reporting entity Cnova N.V. (hereafter “Cnova”) is a public limited liability company incorporated and domiciled in Netherlands (Strawinskylaan 3051, Amsterdam). It is listed on Euronext Paris from January 23, 2015 under ISIN NL0010949392. Cnova NV is registered with the Dutch Trade Register under registration number 60776676. The financial statements of Cnova for the year ended December 31, 2023 were authorized for issue in accordance with a resolution of the directors on April 22, 2024. Cnova and its subsidiaries (the “Group) consist of leading global e-commerce operations with headquarters in the Netherlands. At December 31, 2023 and following the acquisition from GPA of the company CBD Luxembourg Holding which indirectly owned 34,0% of Cnova’s share (see Note 2.3.1 of the Consolidated Financial Statements), Casino Guichard Perrachon SA owns directly and indirectly 98,8% of Cnova’s share capital and 99,3% of Cnova voting rights. At December 31, 2023, Cnova’s ultimate parent company is Euris SAS, from France. Following the effective completion of Casino Group financial restructuring on March 27, 2024, Cnova’s ultimate parent company is France Retail Holdings S.à.r.l. (an entity ultimately controlled by Mr. Daniel Křetínský). 2. Significant accounting policies 2.1. Basis of preparation The financial statements of Cnova have been prepared in accordance with International Financial Reporting Standards as adopted by the European Union (IFRS) as issued by the International Accounting Standards Board (IASB) and Part 9 of the Dutch Civil Code. The company financial statements have been prepared on a historical cost basis and are presented in euros and all values are rounded to the nearest thousand (€000), except when otherwise indicated. Please refer to Note 1.1.2 “Material uncertainty related to going concern assumption” as included in the notes to the consolidated financial statements, which is applicable to the company financial statements of Cnova. Foreign currency transactions and translation Foreign currency transactions are converted into the functional currency using the exchange rate at the transaction date. Monetary assets and liabilities denominated in foreign currencies are translated at the closing rate and the resulting exchange differences are recognized in the income statement under “Foreign currency exchange result”. Non-monetary assets and liabilities denominated in foreign currencies are converted at the exchange rate at the transaction date. Capital management Cnova’s capital management objectives are to ensure Cnova’s ability to continue as a going concern and to provide an adequate value creation and return to shareholders. Cnova monitors capital on the basis of the carrying amount of equity plus its Cash pool balance 178 with Casino, less cash and cash equivalents as presented on the face of the balance sheet. € thousands December 31, 2022 December 31, 2023 Carrying amount of equity 345 804 66 197 Current account balance with Casino Finance (Long term) 300 000 300 000 Current account balance with Casino Finance (Short term) 71 506 116 916 Less: Cash and cash equivalents (127) (92) Less: Cash deposit agreement with Casino Finance (155 518) - Capital under management of Cnova 561 666 483 021 The 2023 decrease compared to 2022, is mainly caused by the impairment loss, partly offset by the increase of net financial debt of the Cnova group. Management assesses Cnova’s capital requirements to maintain an efficient overall financing structure while avoiding excessive leverage. Cnova manages the capital structure and adjusts it in the light of changes in economic conditions and the risk characteristics of the underlying assets. To maintain or adjust the capital structure, Cnova may adjust its dividend policy, issue new shares, or sell assets to reduce debt. 2.1.1. Main accounting policies The following are the significant accounting policies applied by Cnova in preparing its company financial statements: 2.1.2. Current versus non-current classification Cnova presents assets and liabilities in the statement of financial position based on current/non- current classification. An asset is current when it is: • Expected to be realized or intended to be sold or consumed in the normal operating cycle • Held primarily for the purpose of trading • Expected to be realized within twelve months after the reporting period, or • Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period All other assets are classified as non-current. A liability is current when: • It is expected to be settled in the normal operating cycle • It is held primarily for the purpose of trading It is due to be settled within twelve months after the reporting period, or • There is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting period Cnova classifies all other liabilities as non-current. Deferred tax assets and liabilities are classified as non-current assets and liabilities. 2.1.3. Interest income For financial instruments measured at amortized cost, interest income or expense is recorded using the effective interest rate method. 2.1.4. Dividends Revenue is recognized when Cnova’s right to receive the payment is established, which is generally when shareholders approve the dividend. 179 180 2.1.5. Taxes Current income tax Current income tax assets and liabilities for the current period are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted, or substantively enacted at the reporting date Current income tax relating to items recognized directly in equity is recognized in equity and not in the statement of profit or loss. Management periodically evaluates positions taken in the tax returns with respect to situations in which applicable tax regulations are subject to interpretation, and it establishes provisions where appropriate. Deferred tax Deferred tax is provided using the liability method on temporary differences between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes at the reporting date. Deferred tax liabilities are recognized for all taxable temporary differences, except: • When the deferred tax liability arises from the initial recognition of goodwill or an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss; • In respect of taxable temporary differences associated with investments in subsidiaries, associates and interests in joint arrangements, when the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future. Deferred tax assets are recognized for: all deductible temporary differences, the carry forward of unused tax credits and unused tax losses, to the extent that it is probable that taxable profit will be available against which the deductible temporary differences. The carry forward of unused tax credits and unused tax losses can be utilized, except: • When the deferred tax asset relating to the deductible temporary difference arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss; • In respect of deductible temporary differences associated with investments in subsidiaries, associates and interests in joint arrangements, deferred tax assets are recognized only to the extent that it is probable that the temporary differences will reverse in the foreseeable future and taxable profit will be available against which the temporary differences can be utilized. The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilized. Unrecognized deferred tax assets are reassessed at each reporting date and are recognized to the extent that it has become probable that future taxable profits will allow the deferred tax asset to be recovered. Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the asset is realized or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the reporting date. Deferred tax relating to items recognized outside profit or loss is recognized outside profit or loss. Deferred tax items are recognized in correlation to the underlying transaction either in other comprehensive income or directly in equity. Deferred tax assets and deferred tax liabilities are offset if a legally enforceable right exists to set off current tax assets against current income tax liabilities and the deferred taxes relate to the same taxable entity and the same taxation authority. 181 2.1.6. Investments in subsidiaries Subsidiaries are investees that are controlled by the Company. The Company controls an investee when it is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. Investments in subsidiaries are carried in the company financial statements at cost less any impairment loss. The Company recognizes a dividend from a subsidiary in financial income when its right to receive the dividend is established. Impairment The Company determines at each reporting date whether there is objective evidence that the value of share on equity of subsidiaries is impaired. In case investments in subsidiaries are impaired, the impairment loss is presented in the line financial expenses in income statement. 2.1.7. Financial instruments i) Financial assets Financial assets are initially measured at fair value plus directly attributable transaction costs in the case of instruments not measured at fair value through profit or loss. Directly attributable acquisition costs of financial assets measured at fair value through profit or loss are recorded in the income statement. Financial assets are classified as current if they are due in less than one year at the closing date and non-current if they are due in more than one year. Financial assets are classified in the following three categories: • financial assets at amortized cost; • financial assets at fair value through other comprehensive income (FVOCI); • financial assets at fair value through profit or loss. The classification depends on the business model within which the financial asset is held and the characteristics of the instrument’s contractual cash flows. Financial assets at amortized cost Financial assets are measured at amortized cost when (i) they are not designated as financial assets at fair value through profit or loss, (ii) they are held within a business model whose objective is to hold assets in order to collect contractual cash flows and (iii) their contractual terms give rise to cash flows that are solely payments of principal and interest on the principal amount outstanding (“SPPI” criterion). They are subsequently measured at amortized cost, determined using the effective interest method, less any impairment losses. Interest income, exchange gains and losses, impairment losses and gains and losses arising on derecognition are all recorded in the income statement. This category primarily includes other receivables, cash and cash equivalents as well as other financial assets at amortized cost Fair value measurement Fair value measurements are determined following the provisions of IFRS 13 ‘‘Fair Value Measurement’’ which defines the following fair value hierarchy: • quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1); • inputs other than quoted prices included within Level 1 that are observable either directly (i.e. 182 as prices) or indirectly (i.e. derived from prices) (Level 2); • inputs for the asset or liability that are not based on observable market data (unobservable inputs) (Level 3). The fair value of financial instruments traded in an active market is the quoted price on the balance sheet date. A market is considered as active if quoted prices are readily and regularly available from an exchange, dealer, broker, industry group, pricing service or regulatory agency, and those prices represent actual and regularly occurring market transactions on an arm’s length basis. These instruments are classified as Level 1. The fair value of financial instruments which are not quoted in an active market (such as over-the- counter derivatives) is determined using valuation techniques. These techniques use observable market data wherever possible and make little use of Cnova’s own estimates. If all the inputs required to calculate fair value are observable, the instrument is classified as Level 2. If one or more significant inputs are not based on observable market data, the instrument is classified as Level 3. Cash and cash equivalents Cash and cash equivalents consist of cash on hand and short-term investments. Impairment of financial assets IFRS 9 requires the recognition of lifetime expected credit losses on financial assets. This impairment model applies to financial assets at amortized cost, contract assets and debt instruments at fair value through OCI. Cnova applies the simplified approach provided for in IFRS 9 for other receivables. This approach consists of estimating lifetime expected credit losses on initial recognition, usually using a provision matrix that specifies provision rates depending on the number of days that a receivable is past due. Derecognition of financial assets Financial assets are derecognized in the following two cases: • the contractual rights to the cash flows from the financial asset have expired; or, • the contractual rights have been transferred. In this latter case: o if substantially all the risks and rewards of ownership of the financial asset have been transferred, the asset is derecognized in full; o if substantially all the risks and rewards of ownership are retained by the Group, the financial asset continues to be recognized in the statement of financial position for its total amount ii) Financial liabilities Financial liabilities recognized at amortized cost Borrowings and other financial liabilities at amortized cost are initially measured at the fair value of the consideration received, and subsequently at amortized cost, using the effective interest method. Transaction costs and issue and redemption premiums directly attributable to the acquisition or issue of a financial liability are deducted from the liability’s carrying amount. The costs are then amortized over the life of the liability by the effective interest method. Financial liabilities at fair value through profit or loss 183 They are measured at fair value and gains and losses arising from remeasurement at fair value are recognized in the income statement. Cnova does not hold any financial liabilities at fair value through profit of loss including derivatives. 2.1.8. Cash and short-term deposits Cash and short-term deposits in the statement of financial position comprise cash at banks and on hand and short-term deposits with a maturity of three months or less, which are subject to an insignificant risk of changes in value. For the purpose of the statement of cash flows, cash and cash equivalents consist of cash and short-term deposits as defined above. 2.1.9. Provisions General Provisions are recognized when Cnova has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. Where Cnova expects some or all of a provision to be reimbursed, for example under an insurance contract, the reimbursement is recognized as a separate asset but only when the reimbursement is virtually certain. The expense relating to a provision is presented in the statement of profit or loss net of any reimbursement. If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects, when appropriate, the risks specific to the liability. When discounting is used, the increase in the provision due to the passage of time is recognized as a finance cost. Restructuring provisions Restructuring provisions are recognized only when Cnova has a constructive obligation, which is when a detailed formal plan identifies the business or part of the business concerned, the location and number of employees affected, a detailed estimate of the associated costs, and an appropriate timeline, and the employees affected have been notified of the plan’s main features. 3. Significant accounting judgments, estimates and assumptions The preparation of Cnova’s financial statements requires management to make judgments, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the accompanying disclosures, and the disclosure of contingent liabilities. Uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of asset or liability affected in future periods. 3.1. Accounting standards and interpretations published with effect from January 1, 2023 The company applies the accounting standards and amendments that are effective for annual periods beginning on or after 1 January 2023: 184 • IFRS 17 new standard implementation relating to insurance contracts, including amendments to Initial Application of IFRS 17 and IFRS 9 – Comparative Information • IAS 8 amendments relating to Accounting Estimates Definitions • IAS 1 amendments & Practice Statement 2 relating to Disclosure of Accounting Policies • IAS 12 amendments relating to deferred taxes on assets and liabilities arising from the same transaction • IAS 12 amendments relating to international tax reform, rules model pillar 2 These amendments had no material impact on the financial statements. No new standards implementation in 2023 were considered. The company has not early adopted any standards, interpretations or amendments that have been issued but are not yet effective. The New IFRS Accounting Standards or amendments applicable on the 1 of January 2024 are the followings: • Lease Liability in a Sale and Leaseback (Amendments to IFRS 16, adopted by the EU in November 2023) • Classification of Liabilities as Current or Non-Current and Non-current Liabilities with Covenants (Amendments to IAS 1 Presentation of Financial Statements, adopted by the EU in December 2023) Analysis of the potential impact are currently in progress. 3.2. Judgments In the process of applying Cnova’s accounting policies, management has made the following judgments, which could have the most significant effect on the amounts recognized in the financial statements:  Refer to the judgements and assumptions in relation to the going concern assessment as included in Note 1.1.2 of the consolidated financial statements  The analysis of the liquidity available to Cnova and its limitations  Judgement in relation to plans of consortium/new controlling shareholder  Valuation of investments in subsidiaries 3.3. Estimates and assumptions The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are described below. Cnova based its assumptions and estimates on parameters available when the financial statements were prepared. Existing circumstances and assumptions about future developments, however, may change due to market changes or circumstances arising beyond the control of Cnova. Such changes are reflected in the assumptions when they occur. 3.3.1. Taxes Deferred tax assets are recognized for unused tax losses to the extent that it is probable that taxable profit will be available against which the losses can be utilized. Significant management judgement is required to determine the amount of deferred tax assets that can be recognized, based upon the likely timing and the level of future taxable profits, together with future tax planning strategies. 4. Significant events 185 Casino Group Buyout and Conciliation process Refer to note 2.1 of consolidated financial statement for further details. Increase in financing arrangement with Casino On March 22, 2022, the Current Account Agreement Confirmation was amended and restated with a €150 million increase of the Term loan. As per the amended and restated agreement, Cnova is authorized to use the current account to fund any cash shortfall for an outstanding amount of up to €400 million and the Term loan amounts to €300 million. On March 28, 2023, Casino Guichard-Perrachon has signed a support letter in which the Group has confirmed that it will provide financial support to assist the company in meeting its liabilities as and when they fall due to a maximum of € 100 million in addition to the abovementioned amount of €700 million and only to the extent that money is not otherwise available to the Company to meet such liabilities for a period of at least 18 months from the date of preparation of the 2022 financial statements, hence until September 29 th , 2024.. Impairment of Cdiscount shares Impairment testing was carried out on the shares in Cnova subsidiaries. A €262,7 million impairment loss has been recognized on the shares of CDiscount SA at 2023 year end (see Note 7). 5. Discontinued operations Result from discontinued operations is only related to costs incurred to support entities that are classified as discontinued operations. Breakdown of result from discontinued operations is the following: € thousands Dec. 31, 2022 Dec. 31, 2023 General and administrative expenses (1 865) (2 197) Impairment gain (loss) on financial instruments - - Gains (loss) on disposals - - Net profit/(loss) from discontinuing operations* (1 865) (2 197) Net impact on other comprehensive profit/(loss) (1 865) (2 197) * Net profit/(loss) from discontinuing operations is mainly related to reserve legal fees with regards to the Via Vajero reorganization agreement 6. Segment information Cnova being a holding entity, it has no reportable segments. 7. Financial assets 186 € thousands Dec. 31, 2022 Dec. 31, 2023 Investments in subsidiaries 653 747 391 047 Loans granted to subsidiaries 10 741 10 968 End of year 664 488 402 015 187 7.1. Investments in subsidiaries € thousands Dec. 31, 2022 Dec. 31, 2023 Beginning of the year 653 747 653 747 Contribution in kind - - Increase in capital - - Impairment loss (262 700) End of year 653 747 391 047 Cnova N.V. holds directly the following subsidiaries: • Cdiscount SA, Bordeaux France • Cnova France, Saint Etienne, France Recoverable value of investments is based on value in use. This value was determined by the discounted cash flows method, based on after-tax cash flows. In performing the estimation of cash flows, Cnova used internal and external analysis. A €262,7 million impairment loss has been recognized on the shares of CDiscount SA at 2023 year end, considering the acquisition price of GPA share in Cnova in November 2023, the increase of net financial debt and the revised business plan. The valuation of Cdiscount shares is derived from Group impairment testing (see Note 17 of the Group Consolidated Financial Statements). A change of critical assumptions (WACC, growth rate, revenue and free cash flow projections) could have an impact on the impairment calculation, notably:  a variation of +/- 50 basis point on the x rate would generate a change of respectively - 16,9% and +19,2% of the impairment loss;  a variation of +/- 50 basis point on the growth rate would generate a change of respectively +15,7% and -13,8% of the impairment loss. Company 2022 % owned 2023 % owned Cost (€ 000) Cdiscount SA 99,68 99,68 653 737 Cnova France SAS 100 100 10 For a list of indirectly owned subsidiaries, joint ventures and associates and shareholding percentages, refer to Note 28 to the consolidated financial statements. 7.2. Loans granted to subsidiaries € thousands December 31, 2022 December 31, 2023 Beginning of the year 9 730 10 741 Conversion of Cnova France cash advance to Long term loan 1 011 402 Issued (repayment) net - (175) 188 End of year 10 741 10 968 Long term loan to Cnova France has a maturity of 5 years ending at July 31, 2026 and bears interest at 3,9%. 8. Deferred tax assets Cnova has determined that it cannot recognize deferred tax assets on the tax losses (including tax credits) carried forward. If Cnova was able to recognize all unrecognized deferred tax assets, equity would have increased by €21,4 million. In 2022 and 2023, no tax is due. 2023 tax result is expected to be negative €5 364 million. At December 31, 2023 the total unrecognized deferred tax assets was €21,4 million at the 25,8% tax rate applicable for Dutch companies from 2022 onwards. Tax losses: € thousands Profit/(loss) begin Movement Profit/(loss) end 2015 (51 469) (51 469) 2016 - - 2017 (8 934) (8 934) 2018 - - 2019 (2 278) (2 278) 2020 (3 521) (3 521) 2021 (6 084) (6 084) 2022 (5 353) (5 353) 2023 (5 364) (5 364) Total (72 286) (5 364) (83 003) On 4 June 2021, the Netherlands published the Decree of 21 May 2021 in the Official Gazette, which provides for the implementation of the NOL carryforward changes that were proposed as part of the 2021 Tax Plan. This new legislation entered into force for financial years beginning on or after January 2022. With effect from 2022, any losses from years as of 2013 that have still not been set off can be carried-forward indefinitely. However, losses can only be fully carried-forward or carried-back up to an amount of EUR 1 million in taxable profit. If the profit exceeds this amount, the losses will only be able to be set off up to 50% of that higher taxable profit. 9. Other current assets, net € thousands December 31, 2022 December 31, 2023 Other receivables 3 694 6 390 Including management fees with other entities of Cnova group Current cash advance granted to subsidiaries - 98 057 Cash deposit agreement with Casino Finance 155 518 - Other current assets 159 212 104 447 The Current Account Agreement with Casino Finance was amended in 2020. As per these amendments: 189 - The Current Account Agreement has a termination date at 31 July, 2026 or such other date as mutually agreed upon between parties - The Current Account Agreement includes a Term Loan of €300 million bearing interest at 3.9% to be repaid on 31 July 2026 - Cnova is authorized to use the current account confirmed of up to €400 million bearing interest at €STR 1 month +1,5% to be repaid on 31 July 2026 - The sum of the Term Loan and the outstanding advances shall not be less than €220 million The Current Account Agreement with Casino Finance has also been amended in March 2022 (See Note 21 of the Group Consolidated Financial Statements). A separate Cash deposit agreement was entered into with Casino Finance where Cnova is authorized to make cash deposits. These deposits bear interest at €STR 1 month +1,5%. No deposits shall be made by Cnova if the Term Loan and advances under the Current Account Agreement is above €220 million. As Cnova has an unconditional right to defer the settlement of both the term loan and advances with Casino Finance the amount outstanding are presented as non-current financial liabilities. Current cash advance granted to subsidiaries bear interest at €STR 1 month +1,5%. 10. Cash and cash equivalents Cash and deposits of €92 thousand (€127 thousand in 2022) consist of time deposits and amounts held as bank balances. All bank balances and deposits are freely available. 11. Share capital On November 20, 2018, 703 350 ordinary shares were issued pursuant to Deferred Stock Units (DSU), as a consequence, the share capital of Cnova is now comprised of 345 210 398 shares with a par value of €0,05 at December 31, 2022 and December 31, 2023. The Board of the Company proposes to appropriate the result for the period to the retained earnings. 12. Trade payables and other Trade payables are amounts due to suppliers and are payable within 3 months. Other current liabilities consist of sundry payables and mature within one year. 13. Other liabilities € thousands December 31, 2022 December 31, 2023 Other liabilities 11 835 16 814 Cash pool balance with Casino – Short term 71 506 116 916 Cash advance received from subsidiaries 89 592 - Other current liabilities 172 933 133 730 190 Change in Cash advance received from subsidiaries and cash pool balance with Casino € thousands December 31, 2022 December 31, 2023 Beginning of the year 74 232 161 098 Issued (repayment) net – continued operation 236 866 (44 182) Issued (repayment) net – discontinued operation - - Reclassification as non-current liabilities (150 000) - End of year 161 098 116 916 Cash pool balances with Casino and cash advance received from subsidiaries bear interest at €STR 1 month +1.5%. € thousands December 31, 2022 December 31, 2023 Cash pool balance with Casino – Term loan 300 000 300 000 Cash pool balance with Casino – Advances - - Other noncurrent liabilities 300 000 300 000 Please refer to note 9 for the disclosure of the conditions of the Term loan and Advances. Change long term cash pool balance with Casino € thousands December 31, 2022 December 31, 2023 Beginning of the year 220 435 300 000 Conversion of portion of cash pool balance to Term Loan 150 000 - Reclassification of cash pool balance with Casino – Advance to non-current (70 435) - Other movement - - End of year 300 000 300 000 Term Loan with Casino bear interest at +3.9%. Advances have been reclassified as non-current as Cnova now has an unconditional right to defer settlement of the liability for at least 12 months after the reporting period. 2022 Non Total Liabilities Carrying financial Financial at Fair Value € thousands amount liabilities liabilities amortized Financial liabilities (A) (B) (A − B) Cost Level 1 Level 2 Level 3 Trade payables 5 090 - 5 090 5 090 - 5 090 - Other current liabilities .......... 172 933 - 172 933 172 933 - 172 933 - Other non-current liabilities (1) ...... 300 000 - 300 000 300 000 - 300 000 - (1) At end of 2022, the fair value of the 300m€ term loan with Casino Group was not calculated in the absence of market rate. The carrying amount was reported as Fair value. 191 2023 Non Total Liabilities Carrying financial Financial at Fair Value € thousands amount liabilities liabilities amortized Financial liabilities (A) (B) (A − B) Cost Level 1 Level 2 Level 3 Trade payables 6 627 - 6 627 6 627 - 6 627 - Other current liabilities............. 133 730 - 133 730 133 730 - 133 730 - Other non-current liabilities............. 300 000 - 300 000 300 000 - 283 898 - Off Balance Sheet liabilities On 8 August 2016, Via Varejo S.A. (“Via Varejo”), Cnova Comércio Eletrônico S.A. (“Cnova Brazil”) (Via Varejo and Cnova Brazil jointly referred to as “Via Varejo”) and Cnova entered into a reorganization agreement, aiming to combine the e-commerce business operated by Cnova Brazil with Via Varejo’s brick and mortar activities (the “2016 Reorganization Agreement”). Pursuant to the 2016 Reorganization Agreement, Cnova Brazil was reorganized within Via Varejo with the consequence that Cnova Brazil became wholly owned by Via Varejo. As part of the 2016 Reorganization Agreement, we are exposed to a 6-year indemnification obligation as of 31 October 2016 to Via Varejo which indemnification limitation has been reduced, subject to all terms and conditions of the Reorganization Agreement, to $50 million on 31 October 2017. Any failure by the Company to satisfy indemnification obligations could result in potential claims and legal proceedings raised by Via Varejo. These events could potentially harm our reputation and/or have a material adverse effect on our business, financial condition, results of operations or prospects. In respect of this indemnification obligation, Via Varejo commenced an arbitration procedure against Cnova NV on 8 July 2020 claiming an undocumented amount of approximately BRL 65 million concerning labor and consumer claims that allegedly were of Cnova’s responsibility and generated indemnifiable losses. On December 14, 2023, the Arbitral Tribunal issued is final award, pursuant to which Cnova NV was held to indemnify Via Varejo for an amount of BRL 14,5 million (€2,7 million), increased with monetary adjustment, and decreased with a compensation for legal and other fees incurred by Cnova NV in the course of the procedure. Cnova filed a motion for clarification of the award on February 26 th , 2024, asking the Tribunal for further clarification of the indemnification amount’s composition and the calculation for the monetary adjustment. 192 14. Notes to the income statement 14.1. Employees The average number of employees of Cnova N.V. in full-time equivalents during was 1 (2022: 2). The sum of salaries, social security charges and pension expenses for 2023 amounted to €378 thousand vs €355 thousand in 2022. Those employees are based in the Netherlands. 14.2. Auditor fees The following table presents fees for professional services rendered by KPMG and Ernst & Young (“EY”) for the audit of our financial statements as well as fees billed for other services rendered by EY or KPMG. € thousands 2022 2023 Audit fees for EY Accountants LLP 168 - Audit fees for KPMG Accountants NV 383 384 Audit fees for KPMG network 289 209 Audit related fees for EY Accountants LLP 114 - Total 954 593 14.3. Financial income and expense The current cash advances to subsidiaries (see Note 9) generated a net gain of €5 158 thousands in 2023 and €2 245 thousands in 2022. The cash advance received from subsidiaries and cash pool balance with Casino (see note 17) generated an expense of €17 246 thousands in 2023 and €12 497 thousands in 2022. The increase is linked to the raise of the €STR rate in 2023. Last, the 2023 financial result has been impacted by a €262,7 million impairment loss recognized on the shares of CDiscount SA (see Note 7). 14.4. Taxes The taxable result for 2023 is estimated to be a loss of €5.4 million and no tax is due. Difference between domestic (25.8%) and effective tax rate (0%) is related to unrecognized deferred tax assets. 15. Note to the statement of comprehensive income No items are recognized in other comprehensive income. 16. Reconciliation between company and consolidated information In accordance with 2:389 of Dutch Civil Code, the reconciliation of equity is the following: € thousands December 31, 2022 Revised December 31, 2023 Total company's equity 345 804 66 198 Retained earnings of subsidiaries (793 765) (640 576) 193 Total consolidated group equity (447 961) (574 378) In accordance with 2:389 of Dutch Civil Code, the reconciliation of net result is the following: € thousands December 31, 2022 Revised December 31, 2023 Company's net profit (loss) (14 868) (279 606) Net profit (loss) of subsidiaries and intercompany eliminations (112 806) 153 549 Gain (loss) on disposal 1 845 - Impairment of cash advance to subsidiaries 257 461 Total consolidated net profit (loss) (125 572) (125 595) 17. Related party transactions Cnova N.V. has entered into arrangements with a number of its subsidiaries and affiliated companies in the course of its business. These arrangements relate to service transactions and financing agreements and were conducted at arm’s length. Unless stated otherwise, the balances and transactions on the table below are mostly with subsidiaries. 2022 2023 € thousands Transaction s Balance Transaction s Balance Loan granted to subsidiaries 1 011 10 741 227 10 968 Other current assets (1) 1 518 3 615 100 727 104 342 Cash deposit with Casino 154 603 155 518 (155 518) 0 Cash Pool balance to Parent Company 5 399 84 004 50 156 134 160 Cash advance from subsidiaries 15 360 89 592 (89 592) 0 Cash pool balance with Casino - Long term 150 000 300 000 0 300 000 Payables 79 2 201 (184) 2 017 Expenses 12 570 17 414 Incomes 2 325 5 281 (1) In 2023, Other current assets net includes the current account with CDiscount SA for €98 057 thousands 18. Off-balance sheet commitments Cnova has no off-balance sheet commitment apart from the lease of its head office for a short- term lease expense of €72 thousands (including ancillary costs). 194 19. Financial risk management objectives and policies The main risks associated with Cnova’s financial instruments are market risks (interest rate risk). Market risk Exposure to foreign exchange risk Cnova is not exposed to currency translation risk. Interest rate risk Interest rate risk refers to the risk the cash flows associated with financial instruments will be impacted due to changes in market interest rates. Cnova’s interest rate risk arises principally from borrowings issued at variable rates that expose Cnova to cash flow interest rate risk. As of December 31, 2022 and 2023, the Term loan has a fixed interest rate of 3,9%. Other debts are subject to floating interest rates. Interest rate sensitivity: risks associated with variable-rate financial instruments The impact (before tax effect) on profit (loss) for the period of a 50-basis point increase or decrease in the €STR interest rate, based on the variable rate financial instruments held by Cnova, with all other variables held constant, was estimated to €0,1 million for 2023 and €0,2 million for 2022. Counterparty risk Cnova is not exposed to significant counterparty risks in its operating activities and its short-term investment activities. All receivables (see Note 9) are with Group companies. Other current assets break down as follows by maturity: 2022 Other current assets past due on the balance sheet date Receivables Receivables Receivables not yet not more between Receivables due than one one and more than Receivables GROSS month past six months six months overdue TOTAL € thousands (A) due past due past due (B) (C)=(A)+(B) Expected credit loss rate . 0% 0% 0% 0% Estimated total gross carrying amount at default 159 212 - - - - 159 212 Expected credit loss ..... - - - - - - 2023 Other current assets past due on the balance sheet date Receivables Receivables Receivables not yet not more between Receivables Due than one one and more than Receivables GROSS month past six months six months overdue TOTAL € thousands (A) due past due past due (B) (C)=(A)+(B) Expected credit loss rate. 0% 0% 0% 0% Estimated total gross carrying amount at default 104 447 - - - - 104 447 Expected credit loss ..... - - - - - - Liquidity risk Cnova manages liquidity risk through the daily follow-up of cash flows, control of financial assets and liabilities maturities and a close relationship with main financial institutions. As of December 31, 2023, Cnova’s liquidity is also depending on the financing from its Parent Companies (Casino). As part of cash pool agreement with Cnova and its subsidiaries, unused credit lines amounted to €266 million as of December 31, 2023. Current account with Casino bears interest at €STR +1,5pt 195 The term of the agreement is July 31, 2026. The agreement can be terminated by mutual consent. Casino Group confirmed that Cnova NV will continue to benefit from intragroup resources to cover its financing needs for the next 18 months after issuance of the financial statements. Each agreement immediately terminates if Casino no longer controls, directly or indirectly, Casino Finance or Cnova or its European subsidiaries, as the case may be, or in case of bankruptcy of a party. 20. Directors’ remuneration The below tables show the compensation paid by us and our subsidiaries to our executive and non- executive directors in the 2023 fiscal year. We do not have any written agreements with any director providing for benefits upon the termination of such director’s relationship with our company or our subsidiaries. Amounts are in euros unless otherwise stated. Remuneration for executive directors In 2023 fiscal year, Cnova’s executive directors (Thomas Metivier since his appointment as CEO, and Steven Geers) total paid out remuneration (comprising a combination of fixed and variable compensation, excluding payroll taxes born by subsidiaries of the company and including long term incentive plans that became payable in 2023) amounted to €819 thousand. For 2022 fiscal year, the previous CEO, Mr. Grenier, total remuneration (comprising a combination of fixed and variable compensation) amounted to €1 326 thousand. Remuneration of non-executive directors in € Director fees Committee membership Attendance fees Name and title in 2022 fees in 2022 in 2022 Jean-Yves Haagen ..................... 10 000 8 000 9 000 Ronaldo Iabrudi dos Santos Pereira, 10 000 8 000 9 000 Eleazar de Carvalho Filho ............. 50 000 Christophe Hidalgo .................... 10 000 Josseline de Clausade ................. 10 000 Bernard Oppetit ....................... 50 000 25 000 18 000 Silvio Genesini .......................... 50 000 30 000 27 000 Name and title Director fees in 2023 Committee membership fees in 2023 Attendance fees in 2023 Jean-Yves Haagen 10 000 8 000 6 000 Ronaldo Iabrudi dos Santos Pereira 329 Eleazar de Carvalho Filho 45 753 8 000 6 000 Christophe Hidalgo 9 151 Josseline de Clausade 10 000 Bernard Oppetit 50 000 25 000 18 000 Silvio Genesini 50 000 30 000 24 000 Guillaume Michaloux 8 849 Emmanuel Grenier 5 041 For our eligible non-executive directors who do or did not serve within the Casino Group in any 196 capacity other than as a director, namely Messrs. Oppetit, Genesini and De Carvalho, the annual Board fee is higher than for those directors that do or did serve the Casino Groupe as an executive. The Board fee is supplemented by fees for service as committee chairperson and/or committee-membership as described below. The fixed compensation in cash amounts to € 50,000 annually. For all our other non-executive directors, that do or did serve the Casino Groupe as an executive namely Messrs. Hidalgo, Haagen, Iabrudi, and Mrs. de Clausade, a fixed annual Board fee of € 10,000 supplemented with fees related to committee memberships (if applicable) is awarded. Members of our audit committee receive a fixed annual retainer of €15,000 and the chairman of the audit committee receives a fixed annual retainer of €25,000. Members of our nomination and remuneration committee receive a fixed annual retainer of €8,000, and the chairman of the nomination and remuneration committee receives a fixed annual retainer of €15,000. In addition, members of the audit committee receive an attendance fee of €3,000 per meeting and members of the nomination and remuneration committee receive an attendance fee of €3,000 per meeting. Personal loans, advances and guarantees The Company’s current policy is not to grant any personal loans and guarantees to directors, and where the Company has appointed one, the Non-Board Co-CEO, except for travel advances, cash advances and use of a Company-sponsored credit card in the ordinary course of business and on terms applicable to the personnel as a whole. In addition, we have entered into indemnification agreements with our directors and certain of our executive officers. 21. Subsequent events a. Update concerning Casino Group financial restructuring and buyout On March 27, 2024, Casino, Guichard-Perrachon ("Casino") announced the effective completion of its financial restructuring. All the transactions provided for in Casino's accelerated safeguard plan approved by the Paris Commercial Court on February 26, 2024 have been implemented on March 27, 2024. The completion of Casino’s financial restructuring resulted in a change of control of Casino group (the "Group") to France Retail Holdings S.à.r.l. (an entity ultimately controlled by Mr. Daniel Křetínský) (“FRH”). Consequently, FRH has acquired indirectly (via Casino Guichard-Perrachon S.A.) 99.27% of the voting rights in Cnova, thus acquiring predominant control (overwegende zeggenschap) over Cnova. FRH is a special purpose vehicle set up by a consortium consisting of EP Equity Investment III S.à.r.l. ("EP"), Fimalac and Attestor, and is controlled by EP, a company controlled (via EP Equity Investment S.à.r.l and EP Investment S.à.r.l) by Mr. Daniel Křetínský. a. Changes of governance As of March 27, 2024, the Company’s Chairman, non-executive director and member of the Nomination and Remuneration Committee, Mr. Jean-Yves Haagen, and Mrs. Josseline de Clausade, non-executive director, resigned their directorship. 197 Signature page to the 2023 Annual Report and Financial Statements of Cnova N.V. THE BOARD OF DIRECTORS OF CNOVA N.V. ___ Steven Geers ___ Thomas Métivier ___ Silvio Genesini ___ Bernard Oppetit 198 16. OTHER INFORMATION 16.1 INDEPENDENT AUDITOR’S REPORT To: the General Meeting of Shareholders and Board of Directors of Cnova N.V. Report on the audit of the financial statements 2023 included in the Annual Report Our opinion In our opinion the accompanying financial statements give a true and fair view of the financial position of Cnova N.V. as at 31 December 2023 and of its result and its cash flows for the year then ended, in accordance with International Financial Reporting Standards as adopted by the European Union (EU- IFRS) and with Part 9 of Book 2 of the Dutch Civil Code. What we have audited We have audited the financial statements 2023 of Cnova N.V. (the Company) based in Amsterdam, the Netherlands. The financial statements comprise: 1 the consolidated and company balance sheets as at 31 December 2023; 2 the following consolidated and company statements for the year ended 31 December 2023: the income statement, the statement of comprehensive income, the statement of changes in equity and the statement of cash flows; and 3 the notes comprising a summary of the significant accounting policies and other explanatory information to the financial statements. Basis for our opinion We conducted our audit in accordance with Dutch law, including the Dutch Standards on Auditing. Our responsibilities under those standards are further described in the ‘Our responsibilities for the audit of the financial statements’ section of our report. We are independent of Cnova N.V. in accordance with the ‘Verordening inzake de onafhankelijkheid van accountants bij assurance-opdrachten’ (ViO, Code of Ethics for Professional Accountants, a regulation with respect to independence) and other relevant independence regulations in the Netherlands. Furthermore, we have complied with the ‘Verordening gedrags- en beroepsregels accountants’ (VGBA, Dutch Code of Ethics). We designed our audit procedures in the context of our audit of the financial statements as a whole and in forming our opinion thereon. The information in respect of going concern, fraud and non- compliance with laws and regulations and the key audit matters was addressed in this context, and we do not provide a separate opinion or conclusion on these matters. We believe the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Material uncertainty related to going concern We draw attention to Note 1.1.2 'Going concern assumption' in the notes of the consolidated financial statements, which indicates that the Company has a structural inadequate capital structure in relation to its debts, which could compromise the mid-term business plan, particularly after 2025. These conditions indicate the existence of a material uncertainty that may cast significant doubt on the Company’s ability to continue as a going concern. Our opinion is not modified in respect of this matter. In order to determine that there is no situation of inevitable discontinuity and conclude on the adequacy of the going concern related disclosure, we have performed, inter alia, the following 199 procedures: • we compared the executive officers’ considerations on going concern risks with our own views; • we analyzed the budgeting process and compared actuals with budgets to evaluate the reliability of the executive officers’ forecast; • we evaluated the design and the implementation of internal controls related to the going concern assessment; • we evaluated the plausibility of assumptions relating to the forecasted available future cash flows from operating, financing and investment activities; • we compared the executive officers’ liquidity forecasts, as included in the Business Plan 2024-2028, and stress testing with our evaluation of any reasonably possible scenarios arising from the uncertainties related to the structural inadequate capital structure in relation to the debts of the Company and consider viability of the business to determine that there is no situation of inevitable discontinuity; • we, as part of aforementioned evaluations, inquired the executive officers and inspected financial information and/or documents supporting that continuity is possible, such as forecasts as included in the approved budget 2024 and the Business Plan 2024-2028, the business performance through the first quarter of 2024, the Current Account Agreement with Casino Finance, the financial support letter from Casino Guichard-Perrachon and the ‘constat’ from the Paris Commercial Court; • in making our assessment we involved restructuring experts in our team and consulted with professionals with specific knowledge and experience in auditing going concern assessments; and • we tested Note 1.1.2 'Going concern assumption' in the notes of the consolidated financial statements against the findings of our procedures on the executive officers’ going concern assessment and the reporting framework requirements. We find that the executive officers’ assumptions and the abovementioned disclosure are acceptable. Information in support of our opinion Summary Materiality Consolidated financial statements • Materiality of EUR 8.75 million • 0.7% of Net Sales Company financial statements • Materiality of EUR 5.0 million • 1.0% of Total assets Group audit • Audit coverage of 98% of total assets • Audit coverage of 99% of total net sales Fraud and Noclar related risks • Fraud risks are identified for: o management override of controls; o rebates and similar agreements with suppliers; and 200 o revenue recognition related to cut-off. • No risk of material misstatements related to non-compliance with laws and regulations (NOCLAR) is identified. Key audit matters • Rebates and similar agreements from suppliers Opinion Unqualified with emphasis of matter regarding material uncertainty related to going concern Materiality Based on our professional judgement we determined the materiality for the financial statements as a whole at EUR 8.75 million and for the company financial statements as a whole at EUR EUR 5.0 million. The materiality for the consolidated financial statement is determined with reference to net sales (0.7%). We consider net sales as the most appropriate benchmark since Cnova N.V. is a revenue- oriented entity with a volatile loss before tax over recent years. The materiality for the company financial statements is determined with reference to the total assets (1.0%). Given the nature of the parent company’s activities – the holding and financing of investments within the Company – we consider the use of the total asset benchmark as most appropriate in respect of the company financial statements. We have also taken into account misstatements and/or possible misstatements that in our opinion are material for the users of the financial statements for qualitative reasons. We agreed with the Audit Committee of the Board of Directors that misstatements identified during our audit in excess of EUR 425,000 and EUR 250,000 of the consolidated and company financial statements respectively, would be reported to them, as well as smaller misstatements that in our view must be reported on qualitative grounds. Scope of the group audit Cnova N.V. is the ultimate parent within the Cnova Group and its components. The financial information of this group is included in the consolidated financial statements of Cnova N.V. Our group audit mainly focused on significant components that are (i) of individual financial significance to the group based on their net sales or total assets, or (ii) that, due to their specific nature or circumstances, are likely to include significant risks of material misstatement for the group financial statements. We have: • performed audit procedures at Cnova N.V.; • made use of the work of of the KPMG member firm in France for the audit of the consolidated financial statements of Cnova group, including Cdiscount, C-Logistics and MAAS; • made use of the work of of the KPMG member firm in France for audit of account balances at C- Technology and Cnova Pay. For the residual population not in scope we performed analytical procedures in order to corroborate that our scoping remained appropriate throughout the audit. We have used the work of the KPMG member firm in France which operated under our instructions and performed the work ourselves on the Dutch entity’s company financial statements and on some 201 specific topics of the French entities in scope. The Netherlands group engagement team was in close contact with management and the auditors of the in-scope components. We reviewed both the reporting from and the audit files of the component auditor and determined the sufficiency and appropriateness of the work performed. By performing the procedures mentioned above at group components, together with additional procedures at group level, we have been able to obtain sufficient and appropriate audit evidence about the group’s financial information to provide an opinion about the financial statements. The audit coverage as stated in the section summary can be further specified as follows: Total consolidated assets 88% 10% 98% Audit of the complete reporting package Audit of account balances Residual population Total consolidated net sales 99% 0% 1% Audit of the complete reporting package Audit of account balances Residual population Audit response to the risk of fraud and non-compliance with laws and regulations In section 2.2 ‘Risk Factors’ of the Directors Report, the Board of Directors describes its procedures in respect of the risk of fraud and non-compliance with laws and regulations. As part of our audit, we have gained insights into the Company and its business environment, and assessed the design and implementation of the Company’s risk management in relation to fraud and non-compliance. Our procedures included, among other things, assessing the Company’s Code of Business Conduct and Ethics, whistleblowing procedures, internal audit reports incidents register and its procedures to investigate indications of possible fraud and non-compliance. Furthermore, we performed relevant inquiries with the Board of Directors and other relevant functions, such as Internal audit, Risk & Control and the Legal Counsel. We have also incorporated elements of unpredictability in our audit such as screening of immaterial (expense) accounts. In addition, we performed procedures to obtain an understanding of the legal and regulatory frameworks that are applicable to the Company and identified the following areas as those most likely to have a material effect on the financial statements: anti-money laundering legislation, anti-bribery and corruption laws and regulations and data privacy legislation. We evaluated the fraud and non-compliance risk factors to consider whether those factors indicate a risk of material misstatement in the financial statements. We identified three fraud risks: management override of controls, rebates and similar agreements and revenue recognition related to cut-off. For rebates and similar agreements we refer to our identified Key Audit Matter. For management override of controls and revenue recognition we responded as follows: • Management override of controls (a presumed risk) Risk: o The Board of Directors is in a unique position to manipulate accounting records and prepare fraudulent financial statements by overriding controls that otherwise appear to be operating effectively. The key opportunities for management manipulation are within the manual elements of the control environment, such as journal entries (within revenue accounts and 202 rebates) and accounting estimates that require significant judgment. Responses: o We evaluated the design and the implementation of internal controls that mitigate fraud and non-compliance related risks, such as processes related to journal entries. o Made inquiries of individuals involved in the financial reporting process about inappropriate or unusual activity relating to the processing of journal entries and other adjustments. o We performed data analytical procedures to identify high-risk journal entries and evaluated key estimates and judgments for bias by the Company’s management, including retrospective reviews of prior years’ estimates. Where we identified instances of high-risk journal entries or other risks through our data analytics, we performed additional audit procedures to address each identified risk, including testing of transactions back to source information. High risk journal entries were tested relating to specific wording, reclassifications from EBIT to other income and expenses and procedures were performed to determine whether back posting of entries took place. o We assessed the appropriateness of reporting transactions as part of the Strategic and restructuring costs caption in the consolidated financial statements (please refer to Note 8 ‘Other operating expenses’ in the notes of the consolidated financial statements). • Revenue recognition (a presumed risk) Risk: o Revenue recognition of business to consumer revenue at year-end (cut-off) may be misstated due to the risk of fraud resulting from fraudulent journal entries at year-end. Responses: o We obtained an understanding of the relevant processes in relation to sales transactions and reporting hereof; o We evaluated key controls related to revenue transactions including revenue recognition; o We assessed whether control has been transferred for sales transactions around balance sheet date through verification of delivery documentation as well as credit notes issued after the year- end to assess whether the revenue was recognized in the correct period. o We performed testing over manual journal entries posted to revenue to identify unusual or irregular items, including inspection of source documentation and corroborating evidence. Our evaluation of procedures performed related to fraud did not result in an additional key audit matter. We communicated our risk assessment, audit responses and results to the Audit Committee of the Board of Directors. Our audit procedures did not reveal indications and/or reasonable suspicion of fraud and non- compliance that are considered material for our audit. Our key audit matter Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements. We have communicated the key audit matter to the Audit Committee of the Board of Directors. The key audit matter is not a comprehensive reflection of all matters discussed. 203 Recognition of rebates and similar agreements from suppliers The Group receives rebates from its suppliers in the form of discounts and commercial cooperation fees. These benefits, generally paid on the basis of a percentage defined contractually, and applied on purchases made from suppliers, are recorded as a deduction of the inventory costs and therefore reduce cost of sales. Considering the material impact of rebates and similar agreements from suppliers on net result for the year, the large number of contracts involved and the necessity for management to assess the related purchases for each supplier, we considered the recognition of rebates to be received from suppliers at year-end to be a key audit matter. Our response • We performed, amongst others, the following procedures: • Evaluated the Company’s policies and procedures and test the design and implementation of controls over the rebates and similar agreements from its suppliers. • We evaluated the estimates through performing a retrospective review of management judgements, assumptions and estimates in prior year by testing subsequent collections on prior period receivables related to rebates and similar agreements and material write-offs (if any). • We performed substantive analytical procedures to identify outliers and assess the amount recognized as rebates per year-end by using the percentage of rebates in prior year and used that to estimate the amount of the supplier bonus accrual in current year; • We performed test of details through sampling on rebates recognized by tracing the supplier bonus back to underlying documentation such as agreements, invoices and subsequent testing of payments. Our observation • We did not identify material exceptions and we found management’s recognition of Recognition of rebates and similar agreements from suppliers to be supported by available evidence. Additionally, we consider the related disclosures in Note 7 ‘Main components of operating profit’ in the notes of the consolidated financial statements to be appropriate. • Report on the other information included in the Annual Report In addition to the financial statements and our auditor’s report thereon, the Annual Report contains other information. Based on the following procedures performed, we conclude that the other information: • is consistent with the financial statements and does not contain material misstatements; and • contains the information as required by Part 9 of Book 2 of the Dutch Civil Code for the Directors report and other information. We have read the other information. Based on our knowledge and understanding obtained through our audit of the financial statements or otherwise, we have considered whether the other information contains material misstatements. By performing these procedures, we comply with the requirements of Part 9 of Book 2 of the Dutch Civil Code and the Dutch Standard 720. The scope of the procedures performed is less than the scope of those performed in our audit of the financial statements. The Board of Directors is responsible for the preparation of the other information, including the 204 information as required by Part 9 of Book 2 of the Dutch Civil Code. Report on other legal and regulatory requirements and ESEF Engagement We were initially appointed by the General Meeting of Shareholders as auditor of Cnova N.V. on 20 May 2022, as of the audit for the year 2022 and have operated as statutory auditor ever since that financial year. No prohibited non-audit services We have not provided prohibited non-audit services as referred to in Article 5(1) of the EU Regulation on specific requirements regarding statutory audits of public-interest entities. European Single Electronic Format (ESEF) Cnova N.V. has prepared its annual report in ESEF. The requirements for this are set out in the Delegated Regulation (EU) 2019/815 with regard to regulatory technical standards on the specification of a single electronic reporting format (hereinafter: the RTS on ESEF). In our opinion the annual report prepared in XHTML format, including the (partly) marked-up consolidated financial statements as included in the reporting package by Cnova N.V., complies in all material respects with the RTS on ESEF. Cnova N.V. is responsible for preparing the annual report including the financial statements in accordance with the RTS on ESEF, whereby the Board of Directors combines the various components into one single reporting package. Our responsibility is to obtain reasonable assurance for our opinion whether the annual report in this reporting package complies with the RTS on ESEF. We performed our examination in accordance with Dutch law, including Dutch Standard 3950N ’Assurance-opdrachten inzake het voldoen aan de criteria voor het opstellen van een digitaal verantwoordingsdocument’ assurance engagements relating to compliance with criteria for digital reporting). Our examination included among others: • obtaining an understanding of the entity's financial reporting process, including the preparation of the reporting package; and • identifying and assessing the risks that the annual report does not comply in all material respects with the RTS on ESEF and designing and performing further assurance procedures responsive to those risks to provide a basis for our opinion, including: o obtaining the reporting package and performing validations to determine whether the reporting package containing the Inline XBRL instance document and the XBRL extension taxonomy files have been prepared in accordance with the technical specifications as included in the RTS on ESEF; and o examining the information related to the consolidated financial statements in the reporting package to determine whether all required mark-ups have been applied and whether these are in accordance with the RTS on ESEF 205 Description of responsibilities regarding the financial statements Responsibilities of the Board of Directors for the financial statements The Board of Directors is responsible for the preparation and fair presentation of the financial statements in accordance with EU-IFRS and Part 9 of Book 2 of the Dutch Civil Code. Furthermore, the Board of Directors is responsible for such internal control as the Board of Directors determines is necessary to enable the preparation of the financial statements that are free from material misstatement, whether due to fraud or error. In that respect the Board of Directors is responsible for the prevention and detection of fraud and non-compliance with laws and regulations, including determining measures to resolve the consequences of it and to prevent recurrence. As part of the preparation of the financial statements, the Board of Directors is responsible for assessing the Company’s ability to continue as a going concern. Based on the financial reporting frameworks mentioned, the Board of Directors should prepare the financial statements using the going concern basis of accounting unless the Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so. The Board of Directors should disclose events and circumstances that may cast significant doubt on the Company’s ability to continue as a going concern in the financial statements. The non-executive directors are responsible for overseeing the Company’s financial reporting process. Our responsibilities for the audit of the financial statements Our objective is to plan and perform the audit engagement in a manner that allows us to obtain sufficient and appropriate audit evidence for our opinion. Our audit has been performed with a high, but not absolute, level of assurance, which means we may not detect all material errors and fraud during our audit. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. The materiality affects the nature, timing and extent of our audit procedures and the evaluation of the effect of identified misstatements on our opinion. A further description of our responsibilities for the audit of the financial statements is located at the website of de ‘Koninklijke Nederlandse Beroepsorganisatie van Accountants’ (NBA, Royal Netherlands Institute of Chartered Accountants) at eng_oob_01.pdf (nba.nl) . This description forms part of our auditor’s report. Amstelveen, 23 April 2024 KPMG Accountants N.V. L. Albers RA 206 16.2 DIVIDENDS AND OTHER DISTRIBUTIONS To date, we have never declared or paid cash dividends to our shareholders. We have no present plan to pay dividends on our ordinary shares for the foreseeable future and currently intend to reinvest all future earnings, if any, to finance the operation of our business and to expand our business. Under Dutch law, we may only pay dividends to the extent our shareholders’ equity exceeds the sum of our paid-up and called-up share capital plus the reserves required to be maintained by Dutch law or our Articles of Association. Any future determination relating to our dividend policy will be made at the discretion of the Board and will depend on a number of factors, including future earnings, capital requirements, contractual restrictions, financial condition, future prospects and other factors the Board may deem relevant from time to time. 16.3 DIVIDEND RIGHTS To the extent any profits remain after reservation by the Board, a preferred dividend accrues on the special voting shares to an amount equal to one percent (1%) of the aggregate nominal value of the special voting shares that are issued and not held by the Company itself, which amount will not be distributed to the Voting Depository (the sole holder of the special voting shares) but will be added to a special dividend reserve of the Company. Any profits remaining thereafter will be at the disposal of the general meeting of shareholders for distribution to the holders of ordinary shares in proportion to the aggregate nominal value of their ordinary shares. 16.4 PROFIT APPROPRIATION The Board proposes to appropriate the loss for the period to the retained earnings.