exhibit4_b5.htm - Generated by SEC Publisher for SEC Filing







Exhibit 4.(b)(5)


 


EXECUTION VERSION


 


Casino, Guichard-Perrachon S.A.,


 


Companhia Brasileira de Distribuição,


 


Via Varejo S.A.,


 


Nova Pontocom Comércio Eletrônico S.A.,


 


Bruxelas Empreendimentos e Participações S.A.,


 


AND


 


Cnova N.V.


 










 


Framework and IPO Agreement relating to the creation of the Cnova Group


 







 


 


Dated as of July 11, 2014


 









 





 

TABLE OF CONTENTS

 

	
      1.
	
      DEFINITIONS, INTERPRETATION
	
      7

	
       
	
       
	
       

	
      1.1.
	
      DEFINITIONS
	
      7

	
       
	
       
	
       

	
      1.2.
	
      INTERPRETATIONS
	
      15

	
       
	
       
	
       

	
      2.
	
      THE ASIAN
      REORGANIZATION
	
      16

	
       
	
       
	
       

	
      2.1.
	
      SALE OF C-ASIA   SHARES HELD
      BY QUINAM TO CD INTERNATIONAL
	
      16

	
       
	
       
	
       

	
      2.2.
	
      CAPITAL   INCREASE OF E-CAVI
      TO BE SUBSCRIBED FOR BY CAVI
	
      16

	
       
	
       
	
       

	
      2.3.
	
      CGP’S
      UNDERTAKING
	
      16

	
       
	
       
	
       

	
      3.
	
      THE NOVA
      REORGANIZATION
	
      16

	
       
	
       
	
       

	
      3.1.
	
      DROP DOWN OF   NOVA’S
      ASSETS
	
      16

	
       
	
       
	
       

	
      3.2.
	
      REORGANIZATION   OF THE
      SHAREHOLDING IN NOVA OPCO
	
      17

	
       
	
       
	
       

	
      4.
	
      THE CNOVA
      CONTRIBUTIONS
	
      17

	
       
	
       
	
       

	
      4.1.
	
      PRE-CONTRIBUTION   REBALANCING
      OF THE SHARE CAPITAL OF CNOVA
	
      17

	
       
	
       
	
       

	
      4.2.
	
      CNOVA   RESOLUTIONS AND SHARE
      SPLIT
	
      18

	
       
	
       
	
       

	
      4.3.
	
      CONTRIBUTION   BY CGP OF THE
      CE SHARES TO CNOVA
	
      18

	
       
	
       
	
       

	
      4.4.
	
      CONTRIBUTION BY   ÉXITO OF AN
      INTEREST IN JV CD COLOMBIA TO CNOVA
	
      19

	
       
	
       
	
       

	
      4.5.
	
      CONTRIBUTION   BY DUTCH HOLDCO
      OF THE NOVA OPCO SHARES TO CNOVA
	
      19

	
       
	
       
	
       

	
      4.6.
	
      CAPITAL OF   CNOVA FOLLOWING
      THE SHARE SPLIT AND THE CNOVA CONTRIBUTIONS
	
      20

	
       
	
       
	
       

	
      4.7.
	
      DOUBLE VOTING
      RIGHTS
	
      20

	
       
	
       
	
       

	
      5.
	
      GOVERNING DOCUMENTS AND
      ADDITIONAL MATTERS CONCERNING CNOVA
	
      21

	
       
	
       
	
       

	
      5.1.
	
      ARTICLES OF   ASSOCIATION AND
      RULES FOR THE BOARD OF DIRECTORS
	
      21

	
       
	
       
	
       

	
      5.2.
	
      BOARD AND   MANAGEMENT OF
      CNOVA AT CLOSING
	
      22

	
       
	
       
	
       

	
      5.3.
	
      RELATED-PARTY
      AGREEMENTS
	
      22

	
       
	
       
	
       

	
      6.
	
      CLOSING
	
      23

	
       
	
       
	
       

	
      6.1.
	
      COORDINATION   OF THE
      PROJECT
	
      23

	
       
	
       
	
       

	
      6.2.
	
      CLOSING DATE
	
      23

	
       
	
       
	
       

	
      6.3.
	
      DEEMED ORDER   OF
      CLOSING
	
      23

	
       
	
       
	
       

	
      7.
	
      CONDITIONS PRECEDENT TO
      CLOSING
	
      23

	
       
	
       
	
       

	
      7.1.
	
      JOINING
      PARTIES
	
      23

	
       
	
       
	
       

	
      7.2.
	
      SHAREHOLDER
      APPROVALS
	
      24

	
       
	
       
	
       

	
      7.3.
	
      CONTRIBUTION   AUDITORS’
      STATEMENTS
	
      24

	
       
	
       
	
       

	
      7.4.
	
      NO INJUNCTIONS   OR
      RESTRAINTS
	
      24

	
       
	
       
	
       

	
      7.5.
	
      CONTRIBUTIONS
      CROSS-CONDITIONAL
	
      24

	
       
	
       
	
       

	
      8.
	
      COVENANTS
	
      24

	
       
	
       
	
       

	
      8.1.
	
      ORDINARY   COURSE OF
      BUSINESS
	
      24




 

2




 





 

	
      8.2.
	
      REGULATORY
      APPROVALS
	
      25

	
       
	
       
	
       

	
      8.3.
	
      CHANGE OF   CONTROL
      PROVISIONS
	
      25

	
       
	
       
	
       

	
      8.4.
	
      ASSIGNMENT OF   LIQUIDITY
      ARRANGEMENTS WITH BENEFICIARIES OF MANAGEMENT INCENTIVE
      PLANS
	
      25

	
       
	
       
	
       

	
      8.5.
	
      NEW MANAGEMENT   INCENTIVE
      PLAN
	
      26

	
       
	
       
	
       

	
      8.6.
	
      VOTES; WRITTEN RESOLUTIONS;   OTHER
      ACTIONS
	
      26

	
       
	
       
	
       

	
      8.7.
	
      U.S.   SECURITIES LAW
      COMPLIANCE
	
      26

	
       
	
       
	
       

	
      8.8.
	
      MISALLOCATED
      ASSETS
	
      26

	
       
	
       
	
       

	
      9.
	
      REPRESENTATIONS AND
      WARRANTIES
	
      26

	
       
	
       
	
       

	
      9.1.
	
      ORGANIZATION,   GOOD STANDING
      AND QUALIFICATION
	
      27

	
       
	
       
	
       

	
      9.2.
	
      CAPITALIZATION   AND TITLE TO
      SHARES
	
      27

	
       
	
       
	
       

	
      9.2.1.
	
      CE
	
      27

	
       
	
       
	
       

	
      9.2.2.
	
      Nova OpCo
	
      28

	
       
	
       
	
       

	
      9.3.
	
      AUTHORITY;   VALIDITY OF
      AGREEMENTS
	
      28

	
       
	
       
	
       

	
      9.4.
	
      NO CONFLICTS
	
      29

	
       
	
       
	
       

	
      9.5.
	
      LEGAL   PROCEEDINGS AND
      LIABILITIES
	
      29

	
       
	
       
	
       

	
      9.6.
	
      SUFFICIENCY OF
      ASSETS
	
      30

	
       
	
       
	
       

	
      10.
	
      TERMINATION
	
      30

	
       
	
       
	
       

	
      10.1.
	
      TERMINATION BY MUTUAL
      CONSENT
	
      30

	
       
	
       
	
       

	
      10.2.
	
      TERMINATION BY   ANY OF CGP,
      CBD AND VV
	
      30

	
       
	
       
	
       

	
      11.
	
      IPO OF CNOVA
	
      30

	
       
	
       
	
       

	
      11.1.
	
      UNDERTAKINGS   IN RESPECT OF
      IPO
	
      30

	
       
	
       
	
       

	
      11.2.
	
      IPO
      IMPLEMENTATION
	
      31

	
       
	
       
	
       

	
      11.3.
	
      GOVERNANCE   IMPLEMENTED FOR
      THE PURPOSE OF THE IPO
	
      31

	
       
	
       
	
       

	
      11.4.
	
      CONSEQUENCE OF   DELAYED
      IPO
	
      32

	
       
	
       
	
       

	
      12.
	
      PUBLICITY
	
      32

	
       
	
       
	
       

	
      13.
	
      MISCELLANEOUS
	
      33

	
       
	
       
	
       

	
      13.1.
	
      JOINING
      PARTIES
	
      33

	
       
	
       
	
       

	
      13.2.
	
      NOTIFICATIONS
	
      33

	
       
	
       
	
       

	
      13.3.
	
      FURTHER
    ACTION
	
      34

	
       
	
       
	
       

	
      13.4.
	
      NO JOINT
      LIABILITY
	
      34

	
       
	
       
	
       

	
      13.5.
	
      INVALID
      PROVISIONS
	
      34

	
       
	
       
	
       

	
      13.6.
	
      AMENDMENT
	
      34

	
       
	
       
	
       

	
      13.7.
	
      COSTS
	
      34

	
       
	
       
	
       

	
      13.8.
	
      CONSEQUENCES   OF
      TERMINATION
	
      35

	
       
	
       
	
       

	
      13.9.
	
      NO IMPLIED   WAIVER; NO
      FORFEITURE OF RIGHTS
	
      35

	
       
	
       
	
       

	
      13.10.
	
      NO RESCISSION;
      EXCLUSION
	
      35

	
       
	
       
	
       

	
      13.11.
	
      LANGUAGE
	
      35




 

 

3




 





 

	
      13.12.
	
      ASSIGNMENT AND
      ENCUMBRANCES
	
      35

	
       
	
       
	
       

	
      13.13.
	
      LAW AND
      JURIDICTION
	
      35

	
       
	
       
	
       

	
      13.14.
	
      COUNTERPARTS
	
      36

	
       
	
       
	
       

	
      13.15.
	
      EFFECTIVENESS   AND
      ENFORCEABILITY
	
      36

	
       
	
       
	
       

	
      EXHIBIT A
	
      43

	
       
	
       

	
      EXHIBIT B
	
      48

	
       
	
       

	
      EXHIBIT C
	
      49

	
       
	
       

	
      SCHEDULES
	
      51




 

4




 





 

FRAMEWORK AND IPO
AGREEMENT

 

AMONG:

 

1.                           
Casino,
Guichard-Perrachon S.A., a
société anonyme organized under the laws of France, with a capital of
EUR 173,052,072.90, having its registered office at 1, Esplanade de France,
42000 Saint-Etienne, France, registered with the registry of trade and companies
of Saint-Etienne under number 554 501 171 (“CGP”), and
represented by Mrs. Diane Coliche, duly authorized for the purposes
hereof;

 

2.                           
Companhia
Brasileira de Distribuição, a
sociedade anônima organized under the laws of Brazil, with a capital of
BRL 6,780,897,688.95, headquartered in the City of São Paulo, State of São
Paulo, at Avenida Brigadeiro Luiz Antônio, 3142, Brazil, registered with the
CNPJ/MF under number 47.508.411/0001-56 (“CBD”), and represented by
Mr. Ronaldo Iabrudi dos Santos Pereira and Mr. Christophe Hidalgo in
accordance with its bylaws;

 

3.                           
Via Varejo
S.A., a sociedade
anônima organized under the laws of Brazil, with a registered capital of
BRL 2,895,452,570.59, headquartered in the City of São Caetano do Sul,
State of São Paulo, at Rua João Pessoa, No. 83, Centro, Brazil, registered
with the CNPJ/MF under number 33.041.260/0652-90 (“VV”), and represented
by Mr. Líbano Miranda Barroso and Mr. Vítor Fagá de Almeida in
accordance with its bylaws;

 

4.                           
Nova
Pontocom Comércio Eletrônico S.A.,
a sociedade anônima organized under the laws of Brazil, with a capital of
BRL 50,741,294.71, headquartered in the City of São Paulo, State of São
Paulo, at Rua Gomes de Carvalho, No. 1609/1617, 3°-7° andares, Brazil,
registered with the CNPJ/MF under number 09.358.108/0001-25 (“Nova”), and
represented by Mr. Germán Pasquale Quiroga Vilardo in accordance
with its bylaws;

 

5.                          
Bruxelas
Empreendimentos e Participações S.A., a
sociedade anônima organized under the laws of Brazil, with a capital of
BRL 10,000.00, headquartered in the City of São Paulo, State of São Paulo,
at Avenida Brigadeiro Luiz Antônio, No. 3172, 2nd floor, Brazil, registered with the
CNPJ/MF under number 07.170.938/0001-07 (“Nova OpCo”), and represented by
Mr. Germán Pasquale Quiroga Vilardo in accordance with its
bylaws;

 

AND

 

6.                           
Cnova
N.V., a naamloze
vennootschap organized under the laws of the Netherlands, having its
corporate seat in Amsterdam and registered office at Professor Dr Dorgelolaan
30D, 5613 AM Eindhoven, the Netherlands, registered with the trade register
under number 60776676 (“Cnova”), and represented by Mr. Emmanuel
Grenier and Mr. Germán Pasquale Quiroga Vilardo, duly authorized for the
purposes hereof.

 

(Collectively the “Parties” and
individually a “Party”).

 

5




 





 

RECITALS

 

A.                         
The Parties, Éxito and CE (as
defined below) are all members of the Casino Group(as defined below), being all
controlled (other than CGP itself), directly or indirectly, by CGP.

 

B.                         
The Parties and the Joining
Parties (as defined below) contemplate transferring substantially all of the
e-commerce activities carried out by the Casino Group, notably under the brands
Cdiscount (in France, Latin America, Asia and Africa), Casas Bahia, Pontofrio
and Extra (in Brazil) under a single holding company, Cnova, with a view to
creating a global e-commerce leader with significant scale to strengthen the
positioning of these e-commerce activities (the “Project”).  It is
contemplated that the creation of this new group, controlled directly and
indirectly by CGP, would be followed by an initial public offering of
Cnova.

 

C.                         
The Project and the execution of
this Agreement (as defined below) have been approved by the boards of directors
of CGP, CBD, VV and Éxito on June 4, 2014.

 

D.                         
The Cnova Board and general
meeting of shareholders of Cnova are expected to resolve to enter into and, as
the case may be, approve this Agreement on or after the date hereof, following
which the Agreement will be signed on behalf of, and become binding,
effective and enforceable with
respect to, Cnova.

 

E.                          
Éxito, CE and the Brazilian
Managers are anticipated to become Joining Parties to this Agreement.

 

F.                           
On May 15, 2014, CGP filed
with the French authorities a draft request for a tax ruling with respect to the
CE Contribution (as defined below).  The delivery of this tax ruling is not
a condition precedent to the Project.

 

G.                         
On June 26, 2014, Nova OpCo
filed with the State of Rio de Janeiro a request for a tax ruling confirming the
ability of Nova OpCo to benefit from a special regime with respect to VAT (the
“Brazilian Tax Ruling”) which has been obtained before the date
hereof.

 

6




 





 

NOW
THEREFORE, THE PARTIES AGREE AS FOLLOWS:

 

1.                                    
DEFINITIONS, INTERPRETATION

 

1.1.                          
Definitions

 

As used herein, the following terms shall have the
respective meanings set forth or referenced below.

 

	
      Agreement
	
       
	
      Means   this Framework and IPO Agreement,
      including any Schedules, Annexes and   Exhibits hereto, as such may be
      amended or restated from time to time in   accordance with the terms
      hereof.

	
       
	
       
	
       

	
      Ancillary
      Agreement
	
       
	
      Means   any agreement related to the
      Project.

	
       
	
       
	
       

	
      Amended and Restated
       Articles of Association of Cnova
	
       
	
      Means   the articles of association of Cnova to
      be adopted at Closing as provided in
  Article 5.1.

	
       
	
       
	
       

	
      Brazilian
      Managers
	
       
	
      Means,   individually or collectively, Germán
      Pasquale Quiroga Vilardo and Eduardo   Khair Chalita.

	
       
	
       
	
       

	
      Brazilian Tax
      Ruling
	
       
	
      Has   the meaning set forth in the
      Recitals.

	
       
	
       
	
       

	
      Business
	
       
	
      Has   the meaning set forth in
      Article 9.6.

	
       
	
       
	
       

	
      Business
      Day
	
       
	
      Means   a day, other than a Saturday or Sunday,
      on which the main commercial banks   are open for the transaction of
      normal banking business in France, Brazil,   Luxembourg and the
      Netherlands.

	
       
	
       
	
       

	
      Casino
      Group
	
       
	
      Means   the group constituted by CGP and its
      Subsidiaries.

	
       
	
       
	
       

	
      C-Asia
	
       
	
      Means   C-Distribution Asia Pte. Ltd., a company
      organized under the laws of   Singapore, having its registered office at
      50, Raffles Place #32-01,   Singapore 048623, Singapore, registered under
      company number 201334378N,   whose share capital is held, as of the date
      hereof, by Big C Supercenter Plc.   (40%), CD





 

7




 





 

	
       
	
       
	
      International   (30%) and Quinam
    (30%).

	
       
	
       
	
       

	
      C-Asia
      Sale
	
       
	
      Has   the meaning set forth in
      Article 2.1.

	
       
	
       
	
       

	
      C-Asia Share Transfer
      Form
	
       
	
      Has   the meaning set forth in
      Article 2.1.

	
       
	
       
	
       

	
      Cavi
	
       
	
      Means   Cavi Ltd., a company organized under the
      laws of Hong Kong, having its   registered office at 14th Floor South
      China Building 1-3 Wyndham Street   Central Hong Kong, registered with the
      companies registry under number   1153778, a wholly owned subsidiary of
      Quinam.

	
       
	
       
	
       

	
      CBD
	
       
	
      Has   the meaning set forth in the preamble to
      this Agreement.

	
       
	
       
	
       

	
      CD
      International
	
       
	
      Means   Cdiscount International B.V., a
      besloten vennootschap   organized under the laws of the
      Netherlands, having its registered office at   Professor Dr Dorgelolaan
      30D, 5613 AM Eindhoven, the Netherlands, registered   with the trade
      register under number 59495812, a wholly owned subsidiary of
      CE.

	
       
	
       
	
       

	
      C
    Latam
	
       
	
      Means   an Uruguayan company in the course of
      incorporation, which will be held   directly or indirectly by CD
      International (70%) and Éxito (30%).

	
       
	
       
	
       

	
      CE
	
       
	
      Means   Casino Entreprise S.A.S., a société
      par actions   simplifiée organized under the laws of France, with a
      capital of   EUR 166,931,225.00, having its registered office at 1,
      Esplanade de   France, 42000 Saint-Etienne, France, registered with the
      registry of trade   and companies of Saint-Etienne under number
      422 919 548, to be   renamed “Cdiscount Group” as soon as
      practicable after the date hereof.

	
       
	
       
	
       

	
      CE
      Contribution
	
       
	
      Has   the meaning set forth in
      Article 4.3.

	
       
	
       
	
       

	
      CE
      Shares
	
       
	
      Means   the 166,616,203 shares of CE held by CGP,
      out of a total of the 166,931,225 




 

8




 





 

	
       
	
       
	
      shares   constituting CE’s share capital as of
      the date hereof.

	
       
	
       
	
       

	
      CE
      Warrants
	
       
	
      Means   the outstanding warrants (bons de
      souscription   d’actions) issued by CE, consisting in 6,500,000
      warrants issued   in 2011, 932,000 warrants issued in 2012 and 7,500,000
      warrants issued in   2013.

	
       
	
       
	
       

	
      CGP
	
       
	
      Has   the meaning set forth in the preamble to
      this Agreement.

	
       
	
       
	
       

	
      Closing
	
       
	
      Has   the meaning set forth in
      Article 6.2.

	
       
	
       
	
       

	
      Closing
      Date
	
       
	
      Has   the meaning set forth in
      Article 6.2.

	
       
	
       
	
       

	
      Cnova
	
       
	
      Has   the meaning set forth in the preamble to
      this Agreement.

	
       
	
       
	
       

	
      Cnova
      Board
	
       
	
      Means   the board of directors of
      Cnova.

	
       
	
       
	
       

	
      Cnova Contribution
      Agreement
	
       
	
      Has   the meaning set forth in
      Article 4.3.

	
       
	
       
	
       

	
      Cnova
      Contributions
	
       
	
      Means,   individually or collectively, any of the
      CE Contribution, the Nova OpCo   Contribution and/or the JV CD Colombia
      Contribution.

	
       
	
       
	
       

	
      Cnova
      Group
	
       
	
      Means   the group constituted, as from the
      Closing Date, of Cnova and its   Subsidiaries.

	
       
	
       
	
       

	
      Cnova Issue
      Shares
	
       
	
      Means   the Shares CGP, the Shares Dutch HoldCo
      and the Shares Éxito, collectively.

	
       
	
       
	
       

	
      Cnova
      Resolutions
	
       
	
      Has   the meaning set forth in
      Article 4.2.

	
       
	
       
	
       

	
      Co-CEO
	
       
	
      Means   a co-chief executive officer of
      Cnova.

	
       
	
       
	
       

	
      Contract
	
       
	
      Means,   with respect to any Person, any
      agreement, indenture, loan agreement,   undertaking, note or other debt
      instrument, contract, lease, mortgage, deed   of trust, permit, license,
      understanding, arrangement, commitment or other





 

9




 





 

	
       
	
       
	
      obligation,   written or oral, to which such
      Person or any of its Subsidiaries is a party   or by which any of them may
      be bound or to which any of their properties may   be
    subject.

	
       
	
       
	
       

	
      Deed of
      Amendment
	
       
	
      Means   the
      deed of amendment to   the articles of association of Cnova, pursuant to
      the execution of which the   Amended and Restated Articles of Association
      of Cnova will become effective.

	
       
	
       
	
       

	
      Drop
      Down
	
       
	
      Has   the meaning set forth in
      Article 3.1.

	
       
	
       
	
       

	
      Drop Down Corporate
      Resolutions
	
       
	
      Has   the meaning set forth in
      Article 3.1.

	
       
	
       
	
       

	
      Dutch Civil Law
      Notary
	
       
	
      Has   the meaning set forth in
      Article 6.1.

	
       
	
       
	
       

	
      Dutch
      HoldCo
	
       
	
      Means   Jaïpur Financial Markets B.V., a
      besloten vennootschap   organized under the laws of the
      Netherlands, having its registered office at   Schiphol Boulevard 231,
      1118 BH Schiphol, the Netherlands, registered with   the trade register
      under number 60838892.

	
       
	
       
	
       

	
      Dutch HoldCo
      Contribution
	
       
	
      Has   the meaning set forth in
      Article 3.2.

	
       
	
       
	
       

	
      Dutch HoldCo
      Contribution Agreement
	
       
	
      Has   the meaning set forth in
      Article 3.2.

	
       
	
       
	
       

	
      E-Cavi
	
       
	
      Means   E-Cavi Ltd., a company organized under
      the laws of Hong Kong, having its   registered office at 14th Floor South
      China Building 1-3 Wyndham Street   Central Hong Kong, registered with the
      companies registry under number   1998951, as of the date hereof, a wholly
      owned subsidiary of C-Asia.

	
       
	
       
	
       

	
      E-Cavi Shareholders’
       Agreement
	
       
	
      Has   the meaning set forth in
      Article 2.2.

	
       
	
       
	
       

	
      E-Cavi
      Subscription
	
       
	
      Has   the meaning set forth in
      Article 2.2.

	
       
	
       
	
       

	
      Equity
      Rights
	
       
	
      Has   the meaning set forth in
      Article 9.2.1.




 

10




 





 

	
      Exchange
      Act
	
       
	
      Has   the meaning set forth in
      Article 11.3

	
       
	
       
	
       

	
      Éxito
	
       
	
      Means   Almacenes Éxito S.A., a company organized
      under the laws of Colombia,   headquartered in Envigado, Department of
      Antioquia, Colombia, registered with   the trade register under number
      890900608-9.

	
       
	
       
	
       

	
      Governmental
      Entity
	
       
	
      Means   any supranational, national, state,
      municipal or local government (including   any subdivision, court,
      administrative agency or commission or other   authority thereof) or any
      other supranational, governmental, intergovernmental,   quasi-governmental
      authority, body, department, or organization, including   the European
      Union, or any regulatory body appointed by any of the foregoing   in each
      case, in any jurisdiction.

	
       
	
       
	
       

	
      ICC
      Court
	
       
	
      Has   the meaning set forth in
      Article 13.13.

	
       
	
       
	
       

	
      ICC
      Rules
	
       
	
      Has   the meaning set forth in
      Article 13.13.

	
       
	
       
	
       

	
      Indemnification
      Agreement
	
       
	
      Has   the meaning set forth in
      Article 3.1.

	
       
	
       
	
       

	
      Interim Cnova Board
      Rules
	
       
	
      Has   the meaning set forth in
      Article 5.1(d).

	
       
	
       
	
       

	
      IPO
	
       
	
      Means   the initial public offering of the
      ordinary shares of Cnova on the New York   Stock Exchange or the NASDAQ
      Stock Market pursuant to the prospectus included   in the registration
      statement on Form F-1 filed with the U.S. Securities and   Exchange
      Commission on June 4, 2014, as amended from time to time, or any   other
      public offering of the ordinary shares of Cnova on any stock
      exchange.

	
       
	
       
	
       

	
      IPO Cnova Board
      Rules
	
       
	
      Has   the meaning set forth in
      Article 5.1(e).

	
       
	
       
	
       

	
      Joining
      Party
	
       
	
      Has   the meaning set forth in
      Article 13.1.

	
       
	
       
	
       

	
      JV CD
      Colombia
	
       
	
      Means   Cdiscount Colombia S.A.S., a company
      organized under the laws of 




 

11




 





 

	
       
	
       
	
      Colombia,   having its registered office at
      Carrera 48 # 32 b sur 139 Envigado, Colombia,   registered in the public
      business register under number 172913, whose share   capital will be held,
      on the Closing Date immediately before the Closing, by   Éxito (70%) and
      CD International (30%).

	
       
	
       
	
       

	
      JV CD Colombia
      Contribution
	
       
	
      Has   the meaning set forth in
      Article 4.4(a).

	
       
	
       
	
       

	
      JV CD Colombia
      Operational   Services Agreement
	
       
	
      Has   the meaning set forth in
      Article 4.4(c)(i).

	
       
	
       
	
       

	
      JV CD Colombia
      Shares
	
       
	
      Has   the meaning set forth in
      Article 4.4(a).

	
       
	
       
	
       

	
      Law
	
       
	
      Means   any domestic or foreign statute, law,
      constitution, ordinance, rule, code,   administrative interpretation,
      regulation, order, writ, injunction,   directive, judgment, decree,
      policy, ordinance, decision, guideline or other
    requirement.

	
       
	
       
	
       

	
      Lien
	
       
	
      Means,   whether arising under any Contract or
      otherwise, any debts, claims, security   interests, liens, encumbrances,
      pledges, mortgages, retention agreements,   hypothecations, rights of
      others, assessments, restrictions, voting trust   agreements, options,
      rights of first offer, proxies, title defects, and   charges or other
      restrictions or limitations of any nature whatsoever.

	
       
	
       
	
       

	
      Lux
      HoldCo
	
       
	
      Means   Jaïpur Financial Markets S.à r.l, a
      limited liability company (société à responsabilité limitée)
      organized under the laws   of the Grand Duchy of Luxembourg, having its
      registered office at 15, rue   Edward Steichen, L-2540 Luxembourg, Grand
      Duchy of Luxembourg, registered   with the Luxembourg Trade and Companies
      Register under number B 186.082.




 

12




 





 

	
      Lux HoldCo
      Contribution
	
       
	
      Has   the meaning set forth in
      Article 3.2.

	
       
	
       
	
       

	
      Lux HoldCo
      Contribution Agreement
	
       
	
      Has   the meaning set forth in
      Article 3.2.

	
       
	
       
	
       

	
      Material Adverse
      Effect
	
       
	
      Means,   with respect to any Person, any change,
      effect, event, matter, occurrence or   state of facts that (a) has or
      results in a material adverse effect on   the business, condition
      (financial or otherwise), or assets, properties,   liabilities, results of
      operations of such Person and such Person’s   Subsidiaries, taken together
      as a whole, or (b) materially impairs such   Person’s ability to
      perform its obligations hereunder or under any Ancillary   Agreement,
      other than, in the case of clause (a), any change, effect, event,
      matter, occurrence or state of facts to the extent resulting from
      (i) general economic, political, legislative or regulatory conditions
      in   any of the geographical areas in which such Person’s business is
      conducted,   (ii) any changes or conditions generally affecting the
      industry in which   such Person operates, except, in case of clause (i) or
      (ii), to the extent   that such change, effect, event, matter, occurrence
      or state of facts has a   disproportionate effect on such Person and such
      Person’s Subsidiaries, taken   as a whole, relative to Persons in the same
      industry generally.

	
       
	
       
	
       

	
      New Nova
      Shareholders’ Agreement
	
       
	
      Has   the meaning set forth in
      Article 4.5(c)(iii).

	
       
	
       
	
       

	
      New Nova Operational
      Agreement
	
       
	
      Has   the meaning set forth in
      Article 4.5(c)(i).

	
       
	
       
	
       

	
      Nova
	
       
	
      Has   the meaning set forth in the preamble to
      this Agreement.

	
       
	
       
	
       

	
      Nova
      OpCo
	
       
	
      Has   the meaning set forth in the preamble to
      this Agreement.

	
       
	
       
	
       

	
      Nova OpCo
      Contribution
	
       
	
      Has   the meaning set forth in
      Article 4.5(a).




 

13




 





 

	
      Nova OpCo
      Shares
	
       
	
      Means   shares of Nova OpCo representing 100% of
      the share capital of Nova OpCo.

	
       
	
       
	
       

	
      Nova Operational
      Agreement
	
       
	
      Means   the operational agreement entered into on
      October 17, 2013, by and among   Nova, VV and CBD.

	
       
	
       
	
       

	
      Organizational
      Documents
	
       
	
      Means,   with respect to any Person, the
      certificate of incorporation, articles of   association, limited liability
      company agreement, bylaws or similar   organizational documents of such
      Person.

	
       
	
       
	
       

	
      Party
	
       
	
      Has   the meaning set forth in the preamble to
      this Agreement.

	
       
	
       
	
       

	
      Person
	
       
	
      Means   any natural person or any firm,
      partnership, limited liability partnership,   association, corporation,
      limited liability company, joint venture, trust,   business trust, sole
      proprietorship or other entity or any division thereof.

	
       
	
       
	
       

	
      Pre-IPO
      Delegations
	
       
	
      Has   the meaning set forth in
      Article 11.3.

	
       
	
       
	
       

	
      Pricing
      Committee
	
       
	
      Has   the meaning set forth in
      Article 11.2.

	
       
	
       
	
       

	
      Project
	
       
	
      Has   the meaning set forth in the
      Recitals.

	
       
	
       
	
       

	
      Quinam
	
       
	
      Means   Quinam B.V., a besloten
      vennootschap organized   under the laws of the Netherlands, having its
      registered office at Professor   Dr Dorgelolaan 30D, 5613 AM Eindhoven,
      the Netherlands, registered with the   trade register under number
      54166438.

	
       
	
       
	
       

	
      Rebalancing
	
       
	
      Has   the meaning set forth in
      Article 4.1.

	
       
	
       
	
       

	
      Securities
      Act
	
       
	
      Has   the meaning set forth in
      Article 8.7.

	
       
	
       
	
       

	
      Share
      Split
	
       
	
      Has   the meaning set forth in
      Article 4.2.

	
       
	
       
	
       

	
      Shares
      CGP
	
       
	
      Has   the meaning set forth in
      Article 4.3.




 

14




 





 

	
      Shares Dutch
      HoldCo
	
       
	
      Has   the meaning set forth in
      Article 4.5.

	
       
	
       
	
       

	
      Shares
      Éxito
	
       
	
      Has   the meaning set forth in
      Article 4.4.

	
       
	
       
	
       

	
      Special Voting
      Agreement
	
       
	
      Has   the meaning set forth in
      Article 4.7(b).

	
       
	
       
	
       

	
      Subsidiary
	
       
	
      Means,   with respect to any Person, any
      corporation, partnership, trust, limited   liability company or other
      non-corporate business enterprise in which such   Person (or another
      Subsidiary of such Person) holds stock or other ownership   interests
      representing (i) 50% or more of the voting power of all   outstanding
      stock or ownership interests of such entity or (ii) the   right to
      receive 50% or more of the net assets of such entity available for
      distribution to the holders of outstanding stock or ownership interests
      upon   a liquidation or dissolution of such entity.

	
       
	
       
	
       

	
      Termination
      Date
	
       
	
      Has   the meaning set forth in
      Article 10.2.

	
       
	
       
	
       

	
      Trademark License
      Agreements
	
       
	
      Has   the meaning set forth in
      Article 4.5 (c)(ii).

	
       
	
       
	
       

	
      Underwriters
	
       
	
      Has   the meaning set forth in
      Article 11.2.

	
       
	
       
	
       

	
      Voting
      Depository
	
       
	
      Means   Stichting Cnova Special Voting Shares, a
      foundation to be organized under the   laws of the Netherlands as provided
      in Article 4.7.

	
       
	
       
	
       

	
      VV
	
       
	
      Has   the meaning set forth in the preamble to
      this Agreement.




 

1.2.        
Interpretations

 

The words “hereof”, “herein”, “hereto”, “hereunder” and
words of similar import, when used in this Agreement, shall refer to this
Agreement as a whole and not to any particular provision of this Agreement or
Articles, Sections, Schedules and Exhibits if the Agreement unless otherwise
expressly specified.

 

The terms defined in the singular shall have a
comparable meaning when used in the plural, and vice versa.  When a term is
defined herein, each of its grammatical form shall have a corresponding
meaning.

 

15




 





 

The words “include(s)” means “include(s) but not
limited to” or “include(s) without limitation” and “including” means “including
but not limited to” or “including without limitation”, respectively.

 

References to any Article, Section, Schedule Annex or
Exhibit are to those contained in, or appended to, this Agreement, and the
expression “this Article” or “this Section” shall, unless followed by a
reference to a specific provision, be deemed to refer to the whole Article or
Section, as the case may be (bot merely the subsection, paragraph or other
provision), in which the expression occurs.

 

The table of contents and headings contained in this
Agreement are for reference purposes only and shall not affect in any way the
meaning or interpretation of this Agreement.

 

Whenever the word “day” is used in this Agreement
(other than in the term Business Day), it shall be deemed to refer to a calendar
day.

 

2.           
THE
ASIAN REORGANIZATION

 

2.1.        
Sale of
C-Asia shares held by Quinam to CD International

 

As soon as practicable (whether before or after
Closing), Quinam shall sell and transfer its entire 30% stake in the share
capital of C-Asia to CD International for a price of EUR 16,680,000 payable
in cash (the “C-Asia Sale”), pursuant to a share transfer form to be
entered into substantially in the form annexed hereto as
Schedule 2.1 (the “C-Asia Share Transfer Form”).

 

2.2.        
Capital
increase of E-Cavi to be subscribed for by Cavi

 

Concomitantly with, or as promptly as practicable after
the C-Asia Sale, Cavi shall subscribe for a capital increase in E-Cavi so that
Cavi will own, after such capital increase, a 20% stake in E-Cavi.  This
subscription will be fully contributed in cash for a price equivalent to
EUR 7,250,000 (the “E-Cavi Subscription”), pursuant to appropriate
corporate resolutions and agreements between the relevant parties to be validly
executed.  Following the E-Cavi Subscription, a shareholders’ agreement
will be entered into between C-Asia and Cavi substantially in the form annexed
hereto as Schedule 2.2, with such changes as may be agreed between
the parties thereto (the “E-Cavi Shareholders’ Agreement”).

 

2.3.        
CGP’s
undertaking

 

CGP undertakes to use its reasonable best efforts to
cause the C-Asia Sale and the E-Cavi Subscription to be completed in accordance
with the terms hereof.

 

3.           
THE
NOVA REORGANIZATION

 

3.1.        
Drop
Down of Nova’s assets

 

As soon as possible after the date hereof, Nova shall
contribute to Nova OpCo substantially all of its assets and liabilities in
exchange for new shares issued by Nova OpCo and Nova shall become a holding
company owning 100% of the shares of Nova OpCo (the “Drop Down”),
pursuant to corporate resolutions of Nova and Nova OpCo,

 

16




 





 

substantially in the form annexed hereto as
Schedule 3.1 (i), as faithfully translated in Portuguese, with
such changes as may be agreed among the Parties (the “Drop Down Corporate
Resolutions”), as well as an indemnification agreement to be entered into
between Nova and Nova OpCo, substantially in the form annexed hereto as
Schedule 3.1 (ii), as faithfully translated in Portuguese, with
such changes as may be agreed among the Parties (the “Indemnification
Agreement”).  Nova and Nova OpCo shall carry out all the formalities
and other actions necessary or appropriate to register and (further) effect and
complete the occurrence of the Drop Down as soon as practicable after the date
of the Drop Down.

 

The Drop Down shall be effected at book value based on
Nova’s interim accounts as of the date of the Drop Down or the most recent
practicable date prior to the date of the Drop Down and the net book value of
the assets and liabilities contributed to Nova OpCo, including cash and cash
equivalents shall be at least equal to the equivalent in Brazilian Reais of
EUR 11,000,000 on the basis of the BRL/EUR exchange rate at 2:15 p.m.
CET on the last Business Day preceding the date of the Drop Down, as published
on the European Central Bank website.

 

3.2.        
Reorganization of the shareholding
in Nova OpCo

 

After the Drop Down, (i) as soon as practicable
following the date of the Drop Down, Nova shall contribute in kind the Nova OpCo
Shares to Lux HoldCo in exchange for 219,231,500 new shares issued by Lux
Holdco, each having a nominal value of EUR 0.01, as a result of which Nova
will remain the holder of 100% of the issued share capital of Lux HoldCo (the
“Lux HoldCo Contribution”), and (ii) as promptly as practicable
following the completion of the foregoing contribution, Lux HoldCo shall
contribute in kind the Nova OpCo Shares to Dutch HoldCo in exchange for
220,481,400 new shares issued by Dutch Holdco, each having a nominal value of
EUR 0.01, as a result of which Lux HoldCo will remain the holder of 100% of
the issued share capital of Dutch HoldCo (the “Dutch HoldCo
Contribution”).

 

The Lux HoldCo Contribution and the subsequent Dutch
HoldCo Contribution shall be effected at book value, which shall be at least
equal to EUR 11,000,000.

 

To this purpose, (i) Nova and Lux HoldCo shall
execute a contribution agreement relating to the Lux HoldCo Contribution,
substantially in the form annexed hereto as Schedule 3.2 (i),
with such changes as may be agreed among the Parties (the “Lux HoldCo
Contribution Agreement”), and (ii) Lux HoldCo and Dutch HoldCo shall
execute a contribution agreement relating to the Dutch HoldCo Contribution,
substantially in the form annexed hereto as Schedule 3.2 (ii),
with such changes as may be agreed among the Parties (the “Dutch HoldCo
Contribution Agreement”).

 

4.           
THE
CNOVA CONTRIBUTIONS

 

4.1.        
Pre-contribution rebalancing of the
share capital of Cnova

 

As of the date hereof, CGP holds 100% of the share
capital of Cnova, divided in 450,000 ordinary shares, each having a nominal
value of EUR 0.10.

 

On or around the date hereof and by virtue of the
execution of a notarial deed of sale, purchase and transfer before the Dutch
Civil Law Notary:

 

17




 





 

(a)       
CGP shall sell to Dutch HoldCo
and Dutch HoldCo shall purchase and accept from CGP 240,750 ordinary shares of
Cnova, corresponding to 53.5% of its share capital, for an aggregate price equal
to EUR 24,075; and

 

(b)       
CGP shall sell to Éxito and Éxito
shall purchase and accept from CGP 720 ordinary shares of Cnova, corresponding
to 0.16% of its share capital, for an aggregate price equal to
EUR 72;

 

((a) and (b) together, the
“Rebalancing”).

 

Each of Cnova, CGP, Dutch HoldCo and Éxito shall grant
a power of attorney to each (junior) civil law notary, lawyer, notarial
assistant and paralegal working at NautaDutilh
to appear before the Dutch Civil Law Notary and to execute the aforesaid
notarial deed of sale, purchase and transfer, the notarial deed of issue
required for purposes of issuing the respective Cnova Issue Shares contemplated
in Article 4.3 through Article 4.5 and to take all the
necessary actions to perfect the Rebalancing or otherwise required in connection
therewith.

 

The purchase price shall be paid by, respectively,
Dutch HoldCo and Éxito, no later than twenty (20) Business Days as from the date
of the Rebalancing, unless Dutch HoldCo and Éxito agree otherwise with
CGP.

 

The shares shall be sold by CGP free of any
Liens.

 

Further to the Rebalancing (and before the Share Split
and the Cnova Contributions mentioned below), CGP, Dutch HoldCo and Éxito will
hold respectively 208,530, 240,750 and 720 ordinary shares in the issued capital
of Cnova, each having a nominal value of EUR 0.10, representing 46.34%,
53.50% and 0.16% of the issued share capital of Cnova, each of which shall be
split into two (2) ordinary shares in the issued capital of Cnova with effect
from the execution of the Deed of Amendment, as provided for in
Article 4.2.

 

4.2.        
Cnova
Resolutions and Share Split

 

On or prior to the Closing Date, CGP, Dutch HoldCo and
Éxito shall adopt written shareholders’ resolutions of Cnova (the “Cnova
Resolutions”) providing notably for resolutions to (i) effect a split
of each of the ordinary shares of Cnova with a nominal value of EUR 0.10,
into two (2) ordinary shares with a nominal value of EUR 0.05 each, with
effect from the execution of the Deed of Amendment (the “Share Split”),
(ii) approve the Cnova Contributions and resolve on the related issuance of
the Cnova Issue Shares and (iii) amend the articles of association of Cnova
in accordance with the Amended and Restated Articles of Association of Cnova as
provided for in Article 5.1.

 

4.3.        
Contribution by CGP of the CE Shares
to Cnova

 

On the Closing Date, CGP shall contribute in kind the
CE Shares to Cnova (the “CE Contribution”) in exchange for 190,557,009
new ordinary shares, with a nominal value of EUR 0.05 each (the “Shares
CGP”) to be issued by Cnova to CGP subject to the condition precedent of the
execution of the Deed of Amendment, pursuant to an agreement to be entered into
as soon as practicable after the date hereof substantially

 

18




 





 

in the form annexed hereto as Schedule 4.3,
with such changes as may be agreed among the Parties and Éxito (the “Cnova
Contribution Agreement”).

 

The CE Contribution shall be effected at book value,
which book value shall be at least EUR 9,527,850.45.  Any value of the
CE Shares in excess of EUR 9,527,850.45 shall be deemed to be share premium
(agio) and shall be added to Cnova’s share premium reserve.

 

4.4.        
Contribution by Éxito of an interest
in JV CD Colombia to Cnova

 

(a)       
On the Closing Date, Éxito shall
contribute in kind 21% of the total issued share capital of JV CD Colombia (the
“JV CD Colombia Shares”) to Cnova (the “JV CD Colombia
Contribution”) in exchange for 657,943 new ordinary shares, with a nominal
value of EUR 0.05 each (the “Shares Éxito”) to be issued by Cnova to
Éxito subject to the condition precedent of the execution of the Deed of
Amendment, pursuant to the Cnova Contribution Agreement.

 

(b)       
The JV CD Colombia Contribution
shall be effected at book value, which book value shall be at least
EUR 32,897.15.  Any value of the JV CD Colombia Shares in excess of
EUR 32,897.15 shall be deemed to be share premium (agio) and shall
be added to Cnova’s share premium reserve.

 

(c)       
As soon as practicable before or
after the Closing:

 

(i)        
Éxito and JV CD Colombia shall
negotiate in good faith and enter into an operational services agreement
consistent with the term sheet annexed hereto as
Schedule 4.4 (c)(i) (the “JV CD Colombia Operational
Services Agreement”);

 

(ii)       
Éxito, CD International and Cnova
shall negotiate in good faith a shareholders’ agreement governing their
relationship as shareholders of JV CD Colombia and including reciprocal put and
call options regarding a 29% interest in the share capital of JV CD Colombia
held by Éxito, consistent with the term sheet annexed hereto as
Schedule 4.4 (c)(ii);

 

(iii)      
Éxito (through Spice Investments
Mercosur S.A.), CD International and Cnova shall negotiate in good faith a
shareholders’ agreement governing their relationship as shareholders of C Latam
and including reciprocal put and call options regarding a 10% interest in the
share capital of C Latam held by Spice Investments Mercosur S.A., consistent
with the term sheet annexed hereto as
Schedule 4.4 (c)(iii).

 

4.5.        
Contribution by Dutch HoldCo of the
Nova OpCo Shares to Cnova

 

(a)       
On the Closing Date, Nova shall
cause Dutch HoldCo to contribute in kind the Nova OpCo Shares to Cnova (the
“Nova OpCo Contribution”) in exchange for 220,000,000 new ordinary
shares, with a nominal value of EUR 0.05 each (the “Shares Dutch
HoldCo”) to be issued by Cnova to Dutch HoldCo subject to the condition
precedent of the execution of the Deed of Amendment, pursuant to the Cnova
Contribution Agreement.

 

19




 





 

(b)       
The Nova OpCo Contribution shall
be effected at book value, which book value shall be at least
EUR 11,000,000. Any value of the Nova OpCo Shares in excess of
EUR 11,000,000.00 shall be deemed to be share premium (agio) and
shall be added to Cnova’s share premium reserve.

 

(c)       
Promptly before or after the date
of the Nova OpCo Contribution:

 

(i)        
Nova OpCo, CBD, Cnova and VV, and
Nova as an intervening and consenting party, shall enter into an amendment to
the Nova Operational Agreement, in all material respects in the form annexed
hereto as Schedule 4.5 (c)(i), as faithfully translated in
Portuguese, with such changes as may be agreed among the Parties (the “New
Nova Operational Agreement”);

 

(ii)       
CBD, Nova and Nova OpCo shall
enter into a trademark license agreement and VV, Nova and Nova OpCo shall enter
into a trademark license agreement, in each case in all material respects in the
form annexed hereto as Schedule 4.5 (c)(ii), with in each case
such changes as are necessary to split such form into two separate agreement,
one with VV as the sole licensor and one with CBD as the sole licensor, in each
case as faithfully translated in Portuguese, and with such other changes as may
be agreed among the Parties (the “Trademark License
Agreements”);

 

(iii)      
CBD, VV, the Brazilian Managers
and Nova, as intervening party, shall enter into a new shareholders’ agreement
of Nova in all material respects in the form annexed hereto as
Schedule 4.5 (c)(iii), as faithfully translated in Portuguese,
with such changes as may be agreed among the Parties (the “New Nova
Shareholders’ Agreement”), which will supersede the current shareholders’
agreement entered into on October 17, 2013, it being specified that only the
English version of the New Nova Shareholders’ Agreement will be disclosed to the
public markets; and

 

(iv)      
The Brazilian Managers, Nova,
Nova OpCo and Cnova shall enter into a management undertaking agreement in all
material respects in the form annexed hereto as
Schedule 4.5 (c)(iv), as faithfully translated in Portuguese,
with such changes as may be agreed among the Parties, it being specified that
only the English version of the management undertaking agreement will be
disclosed to the public markets.

 

4.6.        
Capital
of Cnova following the Share Split and the Cnova Contributions

 

Further to the Share Split and the Cnova Contributions
and with effect from the execution of the Deed of Amendment, CGP, Dutch HoldCo
and Éxito shall hold respectively 190,974,069, 220,481,500 and 659,383 ordinary
shares in the issued capital of Cnova, representing 46.34%, 53.50% and 0.16% of
the issued share capital of Cnova.

 

4.7.        
Double
voting rights

 

(a)       
On or after the Closing Date, at
the time deemed appropriate by CGP but in any event prior to the closing of the
IPO, CGP, CBD, VV and the Brazilian

 

20




 





 

Managers shall cause the initial directors of the
Voting Depository to incorporate the Voting Depository, by notarial deed of
incorporation to be executed before the Dutch Civil Law Notary, which shall be
regulated by (i) the articles of association attached hereto as
Schedule 4.7 (a)(i) and (ii) the terms and conditions
attached hereto as Schedule 4.7 (a)(ii). All the Parties and
Joining Parties (except for Cnova) undertake to give such initial directors of
the Voting Depository all required assistance to this purpose.

 

(b)        
On or after the Closing Date, at
the time deemed appropriate by CGP but in any event prior to the closing of the
IPO, Cnova, the Voting Depository, CGP, CBD, VV, the Brazilian Managers and
Éxito shall execute an agreement governing the creation of special voting rights
substantially in the form attached hereto as Schedule 4.7 (b),
with such changes as may be agreed among the Parties (the “Special Voting
Agreement”), pursuant to which the Cnova shareholders holding one or more
Cnova ordinary shares immediately after the Cnova Contributions but prior to the
IPO shall be entitled to receive at the time of the IPO and subject to the
occurrence of the IPO twice as many voting rights in Cnova’s general meeting as
the number of Cnova ordinary shares held by them.

 

(c)         
The Parties, Éxito and the Voting
Depository shall undertake to implement the Special Voting Agreement on or as
soon as practicable after the date on which the Special Voting Agreement has
been executed, but in any event prior to the closing of the IPO.

 

5.                                    
GOVERNING DOCUMENTS AND ADDITIONAL
MATTERS CONCERNING CNOVA

 

5.1.                          
Articles of association and
rules for the board of directors

 

(a)        
After the Rebalancing but prior
to the Cnova Contributions, CGP and Éxito shall adopt, and Nova shall cause
Dutch HoldCo to adopt, in their capacity as shareholders of Cnova, via the Cnova
Resolutions, a resolution to amend the articles of association of Cnova in
accordance with the amended and restated articles association of Cnova
substantially in the form annexed hereto as Schedule 5.1 (a),
with such changes as may be agreed among the Parties (the “Amended and
Restated Articles of Association of Cnova”) and (i) appoint the
non-executive director mentioned in Article 5.2(b) who is not
already a director, for an initial term expiring at the first annual
general meeting of Cnova following the Closing and (ii) set the term of
appointment for the directors mentioned in Article 5.2(b) who
are already directors to expire at the first annual general meeting of Cnova
following the Closing.

 

(b)                      
On or about the date of the
launch of the roadshow for the IPO, CGP and Éxito shall appoint, and Nova shall
cause Dutch HoldCo to adopt, in their capacity as shareholders of Cnova, a
resolution to appoint the directors mentioned in
Article 5.2(c), for an initial term expiring at the first
annual general meeting of Cnova following the Closing.

 

(c)                       
On or about the date of the
closing of the IPO (and effective as of the closing of the IPO), CGP and Éxito
shall, and Nova shall cause Dutch HoldCo to, adopt, in their capacity as
shareholders of Cnova, (i) a resolution to appoint the independent
directors as mentioned in Article 11.3 for an initial term to be set
by

 

21




 





 

CGP after consultation with the other Parties and
(ii) a resolution to reappoint all the directors already sitting on the
Cnova Board for a term to be set by CGP after consultation with the other
Parties.

 

(d)                      
Prior to Closing, the Parties and
Éxito shall use their reasonable best efforts to cause the Cnova Board to meet
to adopt rules for the Cnova Board, substantially in the form annexed
hereto as Schedule 5.1 (d), with such changes as may be agreed
among the Parties, such rules to become effective as of Closing (the
“Interim Cnova Board Rules”).

 

(e)                       
As soon as the Cnova Board is
composed of at least seven (7) directors, as provided in
Article 5.2(c), the Parties and Éxito shall use their reasonable
best efforts to cause the Cnova Board to meet to adopt rules for the Cnova
Board adapted to meet (i) the requirements applicable to and practices of
Dutch companies listed on a U.S. stock exchange and (ii) the principles
presented to and approved by the boards of directors of CGP, CBD and VV on
June 4, 2014 (the “IPO Cnova Board Rules”), with effect as of the
date of the closing of the IPO.

 

5.2.                          
Board
and management of Cnova at Closing

 

(a)                      
The Parties and Éxito shall cause
the Cnova Board to consist, at the Closing Date, of three (3) members, one
of whom shall be an executive director (the Co-CEO in charge of the Nova OpCo
operations; the other Co-CEO in charge of the Cdiscount operations having the
status of observer on the Cnova Board, with a rotation between the roles of the
Co-CEO serving on the Cnova Board as executive director and the observer Co-CEO)
and two (2) of whom shall be non-executive directors, by virtue of the
Cnova Resolutions, appointing or confirming the appointment of the directors
mentioned in Article 5.2(b).

 

(b)                      
On the Closing Date, such Cnova
Board shall consist of:

 

·                     
Arnaud Strasser, as non-executive
director;

 

·                     
Ronaldo Iabrudi dos Santos
Pereira, as non-executive director;

 

·                     
Germán Pasquale Quiroga Vilardo,
as executive director and Co-CEO.

 

(c)                       
On or about the date of the
launch of the roadshow for the IPO and, in any event, no later than
December 31, 2014, CGP and Éxito shall adopt, and CBD, VV and the Brazilian
Managers shall cause Dutch HoldCo to adopt, in their capacity as shareholders of
Cnova, a shareholders’ resolution resulting in the Cnova Board to consist of
seven (7) members, the four (4) additional members being non-executive
directors.  Two (2) of the additional directors shall be designated by
CGP, one (1) by CBD and one (1) by VV.

 

5.3.                         
Related-party
agreements

 

The Parties and the Joining Parties hereby agree and
acknowledge that in addition to the agreements provided for in this Agreement,
the agreements listed in Exhibit A will have been entered into,
before or upon the Closing Date, between Cnova or its

 

22




 





 

Subsidiaries, on the one hand, and CGP or its
Subsidiaries, on the other hand.

 

6.                                    
CLOSING

 

6.1.                          
Coordination of the
Project

 

The Parties and the Joining Parties hereby agree that
CGP is appointed to coordinate the overall realization of the Project and the
consummation of the transactions contemplated in this Agreement and in the
Ancillary Agreements.

 

6.2.                          
Closing
Date

 

The closing of the Cnova Contributions shall all take
place on the date set by CGP, after consultation with the other Parties, which
shall be no later than December 31, 2014, subject to the satisfaction of
the conditions precedent set forth in Article 7 (other than those
conditions that by their terms are to be satisfied at Closing) or the waiver of
such conditions (to the extent permitted by applicable Law) (the “Closing
Date”), at the offices of NautaDutilh, Amsterdam, before a Dutch civil law
notary (the “Dutch Civil Law Notary”), unless another deadline or place
is mutually agreed upon in writing by the Parties.  The “Closing”
means, with respect to each of the Cnova Contributions, the execution and
delivery of all relevant legal and contractual documentation required hereunder
and thereunder and under Dutch, French, Brazilian and Colombian Laws, as
applicable, to properly consummate each of the Cnova Contributions.

 

6.3.                          
Deemed
Order of Closing

 

On the Closing Date, the Cnova Contributions shall
occur and shall be deemed to have occurred for all purposes in the following
order:

 

·                      
first, the CE
Contribution;

 

·                      
second, the JV CD Colombia
Contribution; and

 

·                      
third, the Nova OpCo
Contribution;

 

provided that the issue of the respective Cnova Issue
Shares shall be effective as of the execution of the Deed of
Amendment.

 

7.                                    
CONDITIONS PRECEDENT TO
CLOSING

 

The obligation of the Parties and Joining Parties to
effect the Cnova Contributions is subject to the satisfaction or, to the extent
permitted by applicable Law, waiver (in writing) by all of the Parties prior to
the Closing Date of the following conditions:

 

7.1.                          
Joining
Parties

 

Éxito, CE and
the Brazilian Managers shall each have become a Joining Party.

 

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7.2.                          
Shareholder approvals

 

The Cnova Contributions shall have been approved via
the Cnova Resolutions by CGP,
Dutch Holco and Éxito, in their
capacity as shareholders of Cnova (after the Rebalancing but prior to the Cnova
Contributions).  This condition precedent must be satisfied on the Closing
Date.

 

7.3.                          
Contribution auditors’
statements

 

The contribution auditors’ statement for the Cnova
Contributions shall have been issued and delivered in accordance with the
relevant contribution agreements.

 

7.4.                          
No
Injunctions or Restraints

 

No Governmental Entity of competent jurisdiction shall
have enacted, issued, promulgated, enforced or entered any Law which is in
effect and prohibits or makes illegal consummation of the Lux HoldCo
Contribution, the Dutch HoldCo Contribution and the Cnova Contributions in
accordance with the terms of this Agreement, or any step of the pre-closing
reorganization actions mentioned in this Agreement.

 

7.5.                          
Contributions
Cross-Conditional

 

The Parties and the Joining Parties, as applicable,
shall have taken all actions necessary to cause each of the Lux Holdco
Contribution and the Dutch HoldCo Contribution and each of the Cnova
Contributions to become effective (other than such actions that by their nature
are to be taken at or after the Closing), including the execution of the Lux
HoldCo Contribution Agreement, the Dutch HoldCo Contribution Agreement and the
Cnova Contribution Agreement, each of which shall have been executed and shall
be in full force and effect.  Each of the JV
CD Colombia Operating Agreement,
the New Nova Operational Agreement and the New Nova Shareholders’ Agreement
shall have been executed and shall be in full force and effect as of the
Closing.

 

8.                                    
COVENANTS

 

8.1.                          
Ordinary course of
business

 

Each of Cnova, CE and Nova and, as the case may be,
Nova OpCo covenants and agrees as to itself and its Subsidiaries that, after the
date hereof and until the earlier of the Closing Date or the termination of this
Agreement in accordance with its terms, unless CGP, CBD and VV shall otherwise
approve in writing, and except as otherwise expressly contemplated by this
Agreement or as necessary to implement the Project as may be directed by CGP,
CBD and VV in mutual agreement:

 

·                      
the business of it and its
Subsidiaries shall be conducted in the ordinary and usual course consistent with
past practice and it and its Subsidiaries shall use their respective
commercially reasonable efforts to preserve intact its business organization and
maintain its existing relations and goodwill with all Governmental Entities,
clients, customers, suppliers, creditors, lessors, employees and shareholders,
as applicable;

 

·                      
it shall not amend in any
material way or propose to amend in any material way its Organizational
Documents; (ii) it shall not issue any shares of capital stock
or

 

24




 





 

other equity interests (other than in connection with
the CE Warrants or any existing stock option plan), (iii) it shall not
split, combine or reclassify its outstanding shares of capital stock or other
equity interests (other than the contemplated share split at Lux HoldCo and
Dutch HoldCo to obtain shares with a nominal value of EUR 0.01 per share);
(iv) it shall not declare, set aside or pay any type of dividend or other
distribution, whether payable in cash, stock or property, in respect of any
capital stock or other equity interests, as appropriate; or (v) it shall
not repurchase, redeem or otherwise acquire, or permit any of its Subsidiaries
to purchase or otherwise acquire, any shares of its capital stock or other
equity interests, as applicable, or any securities convertible into or
exchangeable or exercisable for any shares of its capital stock or other equity
interests, as applicable;

 

·                      
it shall not sell, directly or
indirectly, any share in any of its Subsidiaries.

 

8.2.                          
Regulatory approvals

 

Other than as expressly contemplated by this Agreement,
the obligation of the Parties and the Joining Parties to consummate the Project
is not subject to any approval by any Governmental Entity.

 

However, each of the Parties and each of the Joining
Parties agrees to cooperate and to diligently proceed with any actions required
and more generally to do whatever is or would be necessary in order to obtain
any authorization, permit or approval (including, as the case may be, the
transfer of such authorization, permit or approval to Cnova or its Subsidiaries)
that would be required or advisable to implement the Project.  Each of the
Parties shall keep the other Parties reasonably informed of the status of these
actions.

 

8.3.                         
Change
of control provisions

 

The Parties and Joining Parties agree to cooperate and
to diligently proceed with any actions required and more generally to do
whatever is or would be necessary, to ensure the waiver of any relevant change
of control provisions provided in the contracts entered into by CE or its
Subsidiaries or Nova (and, as the case may be, Nova OpCo).  Each of the
Parties shall keep the other Parties reasonably informed of the status of these
actions.

 

8.4.                          
Assignment of liquidity arrangements
with beneficiaries of management incentive plans

 

CGP’s rights and obligations under the liquidity
arrangements (consisting notably of reciprocal put and call options) entered
into with the minority shareholders of CE, who received their shares pursuant to
free shares plans, shall be assigned to Cnova, as soon as practicable after the
date hereof.

 

Cnova and CGP undertake to do whatever is necessary or
advisable, from time to time, in order to implement the assignment contemplated
by this Article 8.4 and, if need be, enter into back-to-back
arrangements.

 

25




 





 

8.5.                          
New
management incentive plan

 

The Cnova Board shall give due consideration to an
appropriate management incentive plan, to the benefit of such managers of the
Cnova Group as may be selected by the Cnova Board, which shall be approved by
such of Cnova’s corporate bodies as may be required.

 

8.6.                          
Votes;
written resolutions; other
actions

 

Each Party and each Joining Party hereby commits to
(i) vote in favor of any resolution during any shareholders’ meeting in
respect of any company in which it is a shareholder, (ii) sign any written
shareholder resolution(s) in respect of any company in which it is a
shareholder and (iii) take any other action, in each case, necessary or
appropriate to enable the consummation of the transactions contemplated
hereunder or under the Ancillary Agreements and the implementation and
completion of the Project.

 

8.7.                          
U.S.
Securities Law Compliance

 

In connection with any IPO pursuant to
Article 11, the Parties and the Joining Parties shall comply with
all applicable provisions of the U.S. Securities Act of 1933, as amended (the
“Securities Act”), including the registration under the Securities Act of
the offering of the ordinary shares of Cnova in the IPO on an appropriate
registration form or forms to be designated by Cnova.

 

8.8.                          
Misallocated assets

 

If, following the Closing, any right, property or asset
not forming part of the Business is found to have been transferred to Cnova or a
Subsidiary of Cnova in error, either directly or indirectly, Cnova shall
transfer or cause to be provided such right, property or asset (and any related
liability) as soon as practicable to the applicable Party or Joining Party for
no consideration.  If, following the Closing, any right, property or asset
forming part of the Business is found to have been retained by any applicable
Party or Joining Party in error, either directly or indirectly and not including
any assets for which it was intended that Cnova would only have a right to use
or obtain the benefit of, or be entitled to services providing for, such assets
as provided for in Article 9.6, such Party or Joining Party shall
transfer or cause to be provided such right, property or asset (and any related
liability) as soon as practicable to Cnova or a Subsidiary of Cnova, as the case
may be, for no consideration.

 

9.                                    
REPRESENTATIONS AND
WARRANTIES

 

Each Party and each Joining Party represents and
warrants (other than with respect to (i) Article 9.2.1 for
which only CGP represents and warrants, (ii) Article 9.2.2 for
which only each of Nova, CBD, VV and the Brazilian Managers represents and
warrants and (iii) Article 9.6 for which only each of GGP,
Nova, CBD, VV, Éxito and the Brazilian Managers represents and
warrants), severally and not jointly with the other Parties or Joining Parties,
to the other Parties and Joining Parties that all the statements contained in
this Article 9, to the extent applicable to such Party or such
Joining Party, are true and complete as of the date of this Agreement (or, if
made as of a specified date, as of such date), and will be true and complete as
of the Closing Date as though made on the Closing Date.

 

26




 





 

9.1.                          
Organization, good standing and
qualification

 

Such Party or Joining Party is an entity duly
organized, validly existing and in good standing (where such concept is
recognized under applicable Law) under the laws of its jurisdiction of
organization.  Each of such Party’s or Joining Party’s Subsidiaries is an
entity duly organized, validly existing and in good standing (where such concept
is recognized under applicable Law) under the laws of its respective
jurisdiction of organization.  Each
of such Party or Joining Party and its Subsidiaries has all requisite corporate,
company or similar power and authority to own and operate its properties and
assets and to carry on its business as presently conducted.

 

9.2.                          
Capitalization and title to
shares

 

9.2.1.                
CE

 

As of the date hereof, the share capital of CE amounts
to EUR 166,931,225 and consists of 166,931,225 ordinary shares, par value
EUR 1 per share, as well as the CE Warrants (which will have been cancelled
at the time of the Closing).  All the share capital of CE has been duly
authorized and validly issued, is
fully paid and has not been issued in violation of any Equity Rights.  Save for any statutory preferential
right or any provision contained in the Organizational Documents and the
outstanding options between CGP and certain managers and employees of CE in
respect of 315,022 shares of CE held by such managers and employees as listed in
Exhibit B, there are
no outstanding securities, options, warrants, calls, rights, conversion rights,
preemptive rights, rights of first refusal, redemption rights, repurchase
rights, plans, “tag-along” or “drag-along” rights, commitments, agreements,
arrangements or undertakings (collectively, “Equity Rights”)
(i) obligating CE, any Subsidiary of CE, or any of their respective owners
to issue, deliver, redeem, purchase or sell, or cause to be issued, delivered,
redeemed, purchased or sold, any shares of capital stock or other equity
interest in CE or any Subsidiary of CE or any securities or obligation
convertible or exchangeable into or exercisable for any shares of capital stock
or other equity interest in CE or any Subsidiary of CE, (ii) giving any
Person a right to subscribe for or acquire any shares of capital stock or other
equity interest in CE or any Subsidiary of CE or (iii) obligating CE, any
Subsidiary of CE or any of their respective owners to issue, grant, adopt or
enter into any such Equity Right.  None of CE or any Subsidiary of CE has
(1) outstanding indebtedness that could entitle or convey to any Person the
right to vote, or that is convertible into or exercisable for any shares of
capital stock or other equity interest in CE or any Subsidiary of CE or
(2) Equity Rights that entitle or convey to any Person the right to vote
with the shareholders of CE or of any Subsidiary of CE on any matter. 
Other than the options
outstanding between CGP and certain managers of CE, there are no shareholders’ agreements, voting trusts or
other agreements or understandings outstanding with respect to the shares of CE
or any Subsidiary of CE.  None of CE or any Subsidiary of CE has any
outstanding bonds, debentures or other similar obligations.

 

As of the date hereof, CGP is (and as of the Closing
Date will be) the sole record and beneficial owner of the CE Shares, free and clear of any Lien, except for
any Liens created by this Agreement or by any provision contained in the
Organizational Documents.  No claim has been made or, to the knowledge of
CGP, threatened, asserting that any Person other than a Person listed on
Exhibit B is the holder or beneficial owner of, or has a right to
acquire beneficial ownership of, any stock of, or

 

27




 





 

any other voting, equity or ownership interest in
CE.  At Closing, CE will transfer and deliver to Cnova good and valid title
to the CE Shares, free and clear of any Liens other than Liens created by this
Agreement or by any provision contained in the Organizational
Documents.

 

As of the date hereof, CE owns, directly and
indirectly, all or part of the share capital of its Subsidiaries as described in
Exhibit C.

 

9.2.2.               
Nova OpCo

 

As of the date hereof, the share capital of Nova OpCo
amounts to BRL 10,000.00 and consists of 10,000 ordinary shares, with no
par value.  All the share capital of Nova OpCo has been duly authorized and
validly issued, is fully paid and
has not been issued in violation of any Equity Rights, is owned by Nova as of
the date hereof and will be owned, as of the Closing Date immediately prior to
the Nova OpCo Contribution, by Dutch HoldCo. 
Save for any statutory preferential right, there
are no Equity Rights (a) obligating Nova OpCo, any Subsidiary of Nova OpCo,
or any of their respective owners to issue, deliver, redeem, purchase or sell,
or cause to be issued, delivered, redeemed, purchased or sold, any shares of
capital stock or other equity interest in Nova OpCo or any Subsidiary of Nova
OpCo or any securities or obligation convertible or exchangeable into or
exercisable for any shares of capital stock or other equity interest in Nova
OpCo or any Subsidiary of Nova OpCo, (b) giving any Person a right to
subscribe for or acquire any shares of capital stock or other equity interest in
Nova OpCo or any Subsidiary of Nova OpCo or (c) obligating Nova OpCo, any
Subsidiary of Nova OpCo or any of their respective owners to issue, grant, adopt
or enter into any such Equity Right.  None of the Nova OpCo or any
Subsidiary of Nova OpCo has (i) outstanding indebtedness that could entitle
or convey to any Person the right to vote, or that is convertible into or
exercisable for any shares of capital stock or other equity interest in Nova
OpCo or any Subsidiary of Nova OpCo or (ii) Equity Rights that entitle or
convey to any Person the right to vote with the shareholders of Nova OpCo or of
any Subsidiary of Nova OpCo on any matter.  There are no shareholders’
agreements, voting trusts or other agreements or understandings outstanding with
respect to the shares of Nova OpCo or any Subsidiary of Nova OpCo.  None of
Nova OpCo or any Subsidiary of Nova OpCo has any outstanding bonds, debentures
or other similar obligations.

 

As of the date hereof, Nova is (and as of the Closing
Date Dutch HoldCo will be) the sole record and beneficial owner of the Nova OpCo Shares, free and clear of any
Lien, except for any Liens created by this Agreement.  No claim has been
made or, to the knowledge of Nova, threatened, asserting that any Person is the
holder or beneficial owner of, or has a right to acquire beneficial ownership
of, any stock of, or any other voting, equity or ownership interest in Nova
OpCo.  At Closing, Dutch HoldCo will transfer and deliver to Cnova good and
valid title to the Nova OpCo Shares, free and clear of any Liens other than
Liens created by this Agreement.

 

9.3.                          
Authority; validity of
agreements

 

Such Party or Joining Party has full power and
authority to execute and deliver this Agreement (or joinder agreement to this
Agreement, as applicable) and each Ancillary Agreement to which it is or is
specified to be a party, to perform its obligations hereunder and thereunder and
to consummate the transactions contemplated hereunder

 

28




 





 

or thereunder.  The execution, delivery and
performance by such Party or such Joining Party of each of this Agreement (or
joinder agreement to this Agreement, as applicable) and the Ancillary Agreements
has been, and the consummation by such Party or Joining Party of the
transactions contemplated hereunder and thereunder has been, duly and validly
authorized and approved by all necessary corporate action of such Party or
Joining Party, including any necessary approval or consent of its stockholders
or other equity owners.  This Agreement and any Ancillary Agreement
executed and delivered on or prior to the date hereof has been, and upon its
execution prior to or at Closing each joinder agreement to this Agreement and
each other Ancillary Agreements will be, duly and validly executed and delivered
by such Party or Joining Party, and (assuming due authorization, execution and
delivery by any other party hereto and thereto) this Agreement and each
Ancillary Agreement executed and delivered on or prior to the date hereof
constitutes, and upon its execution prior to or at Closing each joinder
agreement to this Agreement and each other Ancillary Agreement will constitute,
a valid and binding obligation of such Party or Joining Party enforceable
against each in accordance with its terms, except as the enforceability hereof
may be limited by bankruptcy, insolvency, moratorium or other similar laws
affecting the enforcement of creditors’ rights generally.

 

9.4.                          
No
conflicts

 

The execution, delivery and performance of this
Agreement (or joinder agreement to this Agreement, as applicable) and the
Ancillary Agreements by such Party or Joining Party (to the extent it is a party
to such agreements) will not, and the consummation of the transactions
contemplated hereunder and thereunder will not, conflict with, result in a
termination of, contravene or constitute a default under, or be an event that
with the giving of notice or passage of time or both will become a default
under, or give to any other Person any right of termination, payment,
acceleration, vesting or cancellation of or under, or accelerate the performance
required by or maturity of, or result in the creation of any Lien or loss of any
rights of such Party or Joining Party pursuant to any of the terms, conditions
or provisions of or under (a) any applicable Law, (b) the
Organizational Documents of such Party or Joining Party or (c) any Contract
or other instrument binding upon such Party or Joining Party, or to which the
property of such Party or Joining Party is subject, except for, in the case of
this clause (c), any conflict, termination, contravention, default, payment,
acceleration, vesting, cancellation, Liens or loss of rights that, individually
or in the aggregate, could not reasonably be expected to materially impair or
delay such Party’s or Joining Party’s ability to promptly perform its
obligations hereunder or under any Ancillary Agreements to which it is a
party.

 

9.5.                          
Legal
proceedings and liabilities

 

There are no (a) civil, criminal or administrative
actions, suits, claims, hearings, investigations or proceedings pending and
served or, to the knowledge of such Party or Joining Party, pending and not
served or threatened, against such Party or Joining Party or
(b) obligations or liabilities, whether accrued, contingent or otherwise,
or any other facts or circumstances, which, to the knowledge of such Party or
Joining Party, as applicable, could result in any claims against, or obligations
or liabilities of, such Party or Joining Party, any of its Subsidiaries or any
of their respective directors or officers in their capacity as such, that, in
each case, individually or in the aggregate, (i) would reasonably be
expected to have a Material Adverse Effect on such Party or

 

29




 





 

Joining Party or its Subsidiaries or, after Closing, on
Cnova, or (ii) would reasonably be expected to prevent, impair or
materially delay the consummation of the transactions contemplated hereunder or
such Party’s or Joining Party’s ability to promptly perform its obligations
hereunder or under any Ancillary Agreement to which it is a party.

 

9.6.                          
Sufficiency of assets

 

Following the completion of the Cnova Contributions,
taking into account services to be provided pursuant to the on-going agreements
among the Parties and Joining Parties and other rights and entitlements of Cnova
pursuant to the other Ancillary Agreements, Cnova and its Subsidiaries will have
the right to use or obtain the benefit of or be entitled to services providing
for all of the assets necessary to conduct the e-commerce activities carried out
by the Casino Group under the brands Cdiscount (in France, Latin America, Asia
(subject to the completion of the transactions contemplated in
Article 2) and Africa), Casas Bahia, Pontofrio and Extra (in
Brazil), in all material respects as conducted on the date of this Agreement
(such activities, the “Business”).

 

10.                             
TERMINATION

 

10.1.                   
Termination by mutual consent

 

This Agreement may be terminated by mutual written
consent of CGP, CBD and VV at any time prior to the Closing Date.

 

10.2.                   
Termination by any of CGP, CBD and
VV

 

This Agreement may be terminated by either CGP, CBD or
VV at any time after December 31, 2014 if the Closing Date shall not have
occurred by December 31, 2014 (the “Termination Date”); provided,
however, that prior to any such termination the Parties shall negotiate in good
faith in an attempt to extend the Agreement.

 

If, as of the Closing Date, the representations and
warranties set forth in
Article 9 are not true and correct in all material respects,
this Agreement may also be
terminated by any Party; provided, however, that the right to
terminate this Agreement pursuant to this paragraph of Article 10.2
shall not be available to any Party the actions of which have resulted in the
failure of any representation or warranty to be true and correct in all material
respects.  Any such
termination will be without prejudice to the right of the relevant Parties to
seek damages or other appropriate remedies for such
misrepresentation.

 

11.                             
IPO OF
CNOVA

 

11.1.                   
Undertakings in respect of
IPO

 

CGP, CBD, VV, Nova and Éxito undertake to use their
respective reasonable best efforts to cause Cnova to take all necessary and
appropriate actions and to cooperate in good faith to complete the IPO by the
end of the third quarter or within the last quarter of the year 2014 and in any
event no later than December 31, 2015, in any event only to the extent that
market conditions are favorable as determined by CGP after

 

30




 





 

consultation with the other Parties.  The
Brazilian Managers undertake to fully cooperate with the Parties in the IPO
process.

 

The Parties and Joining Parties acknowledge that,
regarding documents executed in Portuguese which have to be publicly disclosed
as part of the securities filing, the English version thereof will be
disclosed.

 

11.2.                   
IPO
implementation

 

The Parties shall designate investment banks to serve
as the underwriters for the IPO (the “Underwriters”).

 

The Parties and Éxito shall use their reasonable best
efforts to cause the Cnova Board to create a pricing committee composed of three
(3) Cnova directors, one (1) to be designated by CGP, one (1) to
be designated by CBD and one (1) to be designated by VV (the “Pricing
Committee”) and to delegate to the Pricing Committee the powers to
(i) determine the number of newly-issued ordinary shares of Cnova which it
considers appropriate to offer to the public in the IPO, (ii) set the price
range for the IPO, (iii) agree to the price at which Cnova shares are to be
sold in the IPO, in each case, taking into account the recommendations made by
the Underwriters, and (iv) determine the Underwriters’ discount and
authorize the execution of the underwriting agreement in connection with the
IPO.

 

All fees and expenses with respect to the IPO
(including road shows and marketing expenses) shall be borne by
Cnova.

 

In the event any secondary offering is made at the time
of the IPO, as determined by CGP in consultation with the other Parties, Cnova
and the relevant Parties participating in such secondary offering shall
negotiate in good faith in order to adapt this Article 11 to take
into account such secondary offering (notably regarding the pricing and the
allocation of the fees and expenses).

 

11.3.                   
Governance implemented for the
purpose of the IPO

 

Prior to and with effect as of the closing of the IPO,
CGP and Éxito shall adopt, and CBD, VV and the Brazilian Managers shall cause
Dutch HoldCo to adopt, in their capacity as shareholders of Cnova, a
shareholders’ resolution to cause the Cnova Board to consist of nine
(9) directors by reappointing the existing seven (7) directors and
appointing two (2) additional persons as non-executive directors who shall
be independent directors as defined under and otherwise meeting the requirements
of (i) the NYSE or NASDAQ corporate governance standards, as applicable to
Cnova, (ii) the requirements of the U.S. Securities Exchange Act of 1934,
as amended (the “Exchange Act”), in each case as applicable to Cnova, and
(iii) the Dutch corporate governance code.

 

Prior to and with effect as of the closing of the IPO,
the Cnova Board shall constitute the following committees of the Cnova Board:
(i) an audit committee, which shall be composed of two (2) independent
directors; and (ii) a nomination and remuneration committee, which shall be
composed of three (3) directors, including at least one
(1) independent director.

 

31




 





 

Prior to the closing of the IPO, the Parties and Éxito
shall use their reasonable best efforts to cause the Cnova Board to reappoint
the chief executive officer of Cdiscount S.A., Emmanuel Grenier, as Co-CEO of Cnova
effective as of the closing of the IPO for a term to be set by CGP after
consultation with the other Parties.

 

In addition, upon the closing of the IPO or shortly
thereafter, Cnova shall adopt any other policies and procedures necessary or
reasonably appropriate for a foreign private issuer (within the meaning of the
Exchange Act) as determined by CGP after consultation with the other
Parties.

 

Prior to the closing of the IPO, CGP and Éxito shall
grant, and CBD, VV and the Brazilian Managers shall cause Dutch HoldCo to grant,
in their capacity as shareholders of Cnova, delegations to the Cnova Board
substantially in the form annexed hereto as Schedule 11.3, with such
changes as may be agreed among the Parties (the “Pre-IPO
Delegations”)

 

11.4.                   
Consequence of delayed
IPO

 

If the IPO is not completed by December 31, 2014,
CGP, CBD, VV, Nova, Éxito and the Brazilian Managers agree to negotiate in good
faith a shareholders’ agreement of Cnova appropriate for a company whose shares
are not publicly listed, on the basis of the governance provided for in the IPO
Cnova Board Rules.

 

12.                             
PUBLICITY

 

The Parties and Éxito shall use reasonable best efforts
to develop a joint communications plan and each Party and Éxito shall use its
reasonable best efforts to cause all press releases and other similar public
statements with respect to the transactions contemplated hereby, to the extent
they have not been previously issued or disclosed, to be consistent with such
joint communications plan.  Unless prohibited by applicable Law or by
obligations pursuant to any listing agreement with or rules of any market
authority, each Party and Éxito shall consult with each other before issuing any
press release or similar public written statement with respect to the
transactions contemplated by this Agreement, shall not issue any such press
release or similar public written statement prior to such consultation and shall
consider in good faith all comments received in connection therewith.  In
addition to the foregoing, unless CGP, CBD or VV, respectively, determines in
good faith (after consultation with outside legal counsel) that disclosure is
required by applicable Law or by obligations pursuant to any listing agreement
with or rules of any market authority, no Party nor Éxito shall issue any
press release or otherwise make any similar public written statement or
disclosure concerning any other Party or any other Party’s business, financial
condition or results of operations, to the extent not previously disclosed,
without the prior written consent of CGP.

 

In any event, each Party and Joining Party shall comply
with applicable laws and regulations in the relevant jurisdictions, including
Brazil, France, the Netherlands and the United States, as the case may
be.

 

In no circumstance shall any Brazilian Manager disclose
any non-public information regarding the Project, except as may be otherwise
directed by or agreed to by the

 

32




 





 

Cnova Board, or make any public disclosure or other
public statement with respect to the Project, except as may be otherwise agreed
to by CGP.

 

Each Party and CE shall ensure that its directors,
officers and employees, as well as the directors, officers and employees of its
Subsidiaries shall comply with the preceding paragraph of this
Article 12.

 

13.                             
MISCELLANEOUS

 

13.1.                   
Joining
Parties

 

Any Person signing a joinder agreement to this
Agreement in the form annexed hereto as Schedule 13.1 (a “Joining
Party”) agrees to be bound severally but not jointly by all the terms of
this Agreement (including any obligations contained herein) applicable to such
Joining Party.  CGP is hereby authorized by each Party, with the power of
substitution, to countersign any such joinder agreement for acceptance on behalf
of all Parties.

 

13.2.                   
Notifications

 

All notices, requests, demands and other communications
hereunder shall be in writing and shall be deemed given if delivered (i) by
hand delivery against receipt signed and dated by the addressee, (ii) by
email with a confirmation copy sent the Business Day after such electronic
transmission by a nationally recognized overnight delivery service (receipt
requested), (iii) by registered or certified first class mail (receipt
requested and postage prepaid), or (iv) by a nationally recognized
overnight delivery service (receipt requested), to the Parties at the following
addresses, or at such other addresses as the Parties may designate by written
notice in the manner aforesaid:

 

If to CGP:

 

Casino, Guichard-Perrachon S.A.

Attention:                   
Chief Executive Officer —
Mr. Jean-Charles Naouri

Legal Department — Mr. Pascal
Rivet

1, Esplanade de France, 42000 Saint-Etienne,
France

 

If to CBD:

 

Companhia Brasileira de Distribuição

Attention:                   
Chief Executive Officer —
Mr. Ronaldo Iabrudi dos Santos Pereira

Legal Department — Mr. Fernando Q.
Merino

Avenida Brigadeiro Luiz Antônio, 3142, São Paulo, SP,
Brazil

 

If to VV:

 

Via Varejo S.A.

Attention:                   
Chief Executive Officer —
Mr. Líbano Miranda Barroso

Legal Department — Mr. André
Rizk

Rua João Pessoa, 83, Centro, São Caetano do Sul, SP,
Brazil

 

33




 





 

If to Nova or Nova OpCo:

 

Nova Pontocom Comércio Eletrônico S.A.

Attention:                   
Chief Executive Officer —
Mr. Germán Pasquale Quiroga Vilardo

Rua Gomes de Carvalho, No. 1609/1617, 3°-7°
andares, São Paulo, SP, Brazil

 

If to Cnova:

 

Cnova N.V.

Attention:                   
Co-Chief
Executive Officers — Mr. Emmanuel Grenier and Mr. Germán Pasquale
Quiroga Vilardo

Professor Dr Dorgelolaan 30D, 5613 AM Eindhoven, the
Netherlands

 

Notice given pursuant to (i), (iii) or
(iv) above shall be deemed effectively given when received and notices
given pursuant to (ii) above shall be deemed effectively given on the
Business Day following the date of the sending of the email.

 

13.3.                   
Further
action

 

If at any time after Closing any further action is
necessary or desirable in order to implement this Agreement, each Party or
Joining Party shall at its own cost execute and deliver any further documents
and take all such necessary action as may reasonably be requested from each of
such party.

 

13.4.                  
No
joint liability

 

The Parties and the Joining Parties are acting
severally but not jointly under this Agreement.

 

13.5.                   
Invalid
provisions

 

In the event that a provision of this Agreement is null
and void or unenforceable (either in whole or in part), the remainder of this
Agreement shall continue to be effective to the extent that, given this
Agreement’s substance and purpose, such remainder is not inextricably related to
the null and void or unenforceable provision.  The Parties shall make every
effort to reach agreement on a new provision which differs as little as possible
from the null and void or unenforceable provision, taking into account the
substance and purpose of this Agreement.

 

13.6.                   
Amendment

 

No amendment to this Agreement shall have any force or
effect unless and until it is in writing and signed by the Parties.

 

13.7.                   
Costs

 

Except as provided otherwise in this Agreement, each
Party and Joining Party shall bear its own costs in connection with the
preparation, negotiation, implementation and signing of this Agreement or any
joinder agreement to this Agreement.

 

34




 





 

13.8.                   
Consequences of
termination

 

In the event that this Agreement is terminated pursuant
to Article 10, this Agreement shall have no further effect with the
exception of the provisions set forth in Article 1,
Article 12 and Article 13, which provisions shall
survive any termination of this Agreement indefinitely.

 

13.9.                   
No
implied waiver; no forfeiture of rights

 

Any waiver under this Agreement must be given by notice
to that effect.

 

Where a Party does not exercise any right under this
Agreement (which shall include the granting by a Party to any other Party of an
extension of time in which to perform its obligations under any provision
hereof), this shall not be deemed to constitute a forfeiture of any such rights
(rechtsverwerking).  The rights of each Party under this Agreement
may be exercised as often as necessary and are cumulative and not exclusive of
rights and remedies provided by law.

 

13.10.            
No
rescission; exclusion

 

The Parties and Joining Parties hereby waive their
rights under Articles 6:265 to 6:272 inclusive of the Dutch Civil Code to
rescind (ontbinden) or demand in legal proceedings the rescission
(ontbinding), in whole or in part, of this Agreement.

 

13.11.            
Language

 

The language of this Agreement is English and all
notices to be given in connection with this Agreement must be in English. 
All demands, requests, statements, certificates or other documents or
communications to be provided in connection with this Agreement must be in
English or accompanied by a certified English translation; in this case the
English translation prevails unless the document or communication is a statutory
or other official document or communication.

 

13.12.            
Assignment and
encumbrances

 

No Party or Joining Party may assign this Agreement
(contractsoverneming) or assign any of its rights thereunder without the
prior written consent of the other Parties.

 

13.13.            
Law and
juridiction

 

This Agreement shall be deemed to be made in, and in
all respects shall be interpreted, construed and governed by and in accordance
with the laws of the Netherlands.

 

The Parties and the Joining Parties expressly agree
that any dispute arising out of or in connection with this Agreement, including
without limitation, the validity, interpretation, compliance, implementation,
termination or breach of this Agreement shall be finally settled under the
Rules of Arbitration of the International Chamber of Commerce (“ICC
Rules”) prevailing on the date of the request for arbitration.

 

The arbitral tribunal shall consist of three
(3) arbitrators, of whom one shall be nominated by claimant(s) and one
shall be nominated by respondent(s).  The third arbitrator acting as
president of the arbitral tribunal shall be appointed by the two party-nominated
arbitrators, jointly, within fifteen (15) days from the confirmation of the
second arbitrator, failing which the International Court of Arbitration of
the

 

35




 





 

International Chamber of Commerce (“ICC Court”)
shall appoint the president of the arbitral tribunal pursuant to the ICC
Rules.

 

The language of the arbitration shall be English. 
Any of the parties to the arbitration may submit evidence in any other language
provided that it is accompanied by a certified translation into English. 
The decision of the arbitral tribunal shall be final and binding upon the
parties and may be enforced in any court of competent jurisdiction.

 

The seat of the arbitration shall be Paris,
France.

 

The Parties and the Joining Parties expressly agree
that the arbitration shall be kept strictly confidential, along with the
information thereon (including without any limitations, the allegations made by
the parties thereto, evidence, technical reports and any other statements given
by third parties along with any documentation submitted or exchanged in the
course of the arbitration proceedings), which shall only be revealed to the
arbitral tribunal, the ICC Court, the parties, their attorneys, and any person
essential to the development of the arbitration proceedings, except if such
disclosure is required so as to satisfy obligations set out by law or by any
competent authorities or to enforce any decision of the arbitral
tribunal.

 

13.14.            
Counterparts

 

This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, but all of which taken
together shall constitute one and the same agreement, it being understood that
the Parties need not sign the same counterpart.

 

13.15.            
Effectiveness and
enforceability

 

This Agreement shall be binding, effective and
enforceable as of the date hereof among the Parties other than Cnova and will be
binding, effective and enforceable with respect to Cnova on the date of its
execution by Cnova.  On the date of execution of this Agreement by Cnova,
Cnova shall become a Party (and, for the avoidance of doubt, Cnova shall not be
deemed a Party until the date of execution by Cnova).  In addition, the
effectiveness and enforceability of this Agreement shall not be subject to the
signature by any Joining Party of a joinder agreement to this
Agreement.

 

[Signature
Pages Follow]

 

36




 





 

IN
WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the
date first above written.

 

Signature
Page No. 1

 

	
      CASINO,   GUICHARD-PERRACHON S.A.
	
       

	
       
	
       

	
       
	
       

	
      /s/ 
	
       

	
       
	
       

	
      Name: Diane
      Coliche
	
       

	
      Title: Director
      Development and   Holdings
	
       




 

37




 





 

Signature
Page No. 2

 

	
      COMPANHIA   BRASILEIRA DE
    DISTRIBUIÇÃO
	
       

	
       
	
       

	
       
	
       

	
      /s/ 
	
       

	
       
	
       

	
      Name: Alexandre   Gonçalves De
      Vasconcellos
	
       

	
      Title: Officer
      of   Real Estate Business
	
       

	
       
	
       

	
      /s/ 
	
       

	
       
	
       

	
      Name: Daniela   Sabbagpapa
	
       

	
      Title: Investor   Relation Officer
	
       




 

38




 





 

Signature
Page No. 3

 

	
      VIA VAREJO   S.A.
	
       

	
       
	
       

	
       
	
       

	
      /s/ 
	
       

	
       
	
       

	
      Name: Líbano
      Miranda Barroso
	
       

	
      Title: Chief
      Executive Officer
	
       

	
       
	
       

	
      /s/ 
	
       

	
       
	
       

	
      Name: Victor Faga De Almeida
	
       

	
      Title: CFO Via Varejo
	
       




 

39




 





 

Signature
Page No. 4

 

	
      NOVA PONTOCOM COMÉRCIO ELETRÔNICO
    S.A.
	
       

	
       
	
       

	
       
	
       

	
      /s/ 
	
       

	
       
	
       

	
      Name: Luiz Henrique Abrantes
Escobar
	
       

	
      Title: Chief
      Commercial Officer
	
       

	
       
	
       

	
      /s/ 
	
       

	
       
	
       

	
      Name: Fernando Queiroz Tracanella
	
       

	
      Title: Chief Financial Officer
	
       




 

40




 





 

Signature
Page No. 5

 

	
      BRUXELAS   EMPREENDIMENTOS E PARTICIPAÇÕES
      S.A.
	
       

	
       
	
       

	
       
	
       

	
      /s/ 
	
       

	
       
	
       

	
      Name: Luiz Henrique Abrantes
Escobar
	
       

	
      Title: Chief
      Commercial Officer
	
       

	
       
	
       

	
      /s/ 
	
       

	
       
	
       

	
      Name: Fernando Queiroz Tracanella
	
       

	
      Title: Chief Financial Officer
	
       




 

41




 





 

Signature
Page No. 6

 

	
      CNOVA N.V.
	
       

	
       
	
       

	
       
	
       

	
       
	
       

	
       
	
       

	
      Name: Emmanuel
      Grenier
	
       

	
      Title: Co-Chief
      Executive Officer
	
       

	
       
	
       

	
       
	
       

	
       
	
       

	
       
	
       

	
      Name: Germán
      Pasquale Quiroga   Vilardo
	
       

	
      Title: Co-Chief
      Executive Officer
	
       




 

42




 





 

EXHIBIT A

 

LIST
OF RELATED-PARTY AGREEMENTS

 

I.            
LOGISTICS AND FULFILLMENT
AGREEMENTS

 

1.1.                           
Logistics Service Agreement,
dated January 24, 2013, between Easydis S.A.S. and Cdiscount
S.A.

 

1.2.                           
First Amendment, dated
May 16, 2014, to the Logistics Service Agreement, dated January 24,
2013, between Easydis S.A.S. and Cdiscount S.A.

 

1.3.                           
Second Amendment, dated
May 16, 2014, to the Logistics Service Agreement, dated January 24,
2013, between Easydis S.A.S. and Cdiscount S.A.

 

1.4.                           
Pick-Up Point Agreement Regarding
P30 Packages, dated January 1, 2013, between Cdiscount S.A. and
Distribution Casino France S.A.S.

 

1.5.                           
Amendment, dated May 16,
2014, to the Pick-Up Point Agreement Regarding P30 Packages, dated
January 1, 2013, between Cdiscount S.A. and Distribution Casino France
S.A.S.

 

1.6.                           
Pick-Up Point Agreement Regarding
M30 Packages, dated January 1, 2013, between Cdiscount S.A. and
Distribution Casino France S.A.S.

 

1.7.                           
First Amendment, dated
January 1, 2013, to the Pick-Up Point Agreement Regarding M30 Packages,
dated January 1, 2013, between Cdiscount S.A. and Distribution Casino
France S.A.S.

 

1.8.                           
Second Amendment, dated
May 16, 2014, to the Pick-Up Point Agreement Regarding M30 Packages, dated
January 1, 2013, between Cdiscount S.A. and Distribution Casino France
S.A.S.

 

1.9.                           
Pick-Up Point Agreement Regarding
P30 Packages, dated May 14, 2014, between Cdiscount S.A and Franprix Leader
Price Holding S.A.S.

 

1.10.                    
Pick-Up Point Agreement Regarding
M30 Packages, dated May 16, 2014, between Franprix Leader Price Holding
S.A.S. and Cdiscount S.A.

 

43




 





 

1.11.                    
Logistics Service Agreement,
dated July 16, 2013, between CCV, S.N.C. and Cdiscount S.A.

 

1.12.                    
First Amendment, dated
May 16, 2014, to the Logistics Service Agreement, dated July 16, 2013,
between CCV, S.N.C. and Cdiscount S.A.

 

1.13.                    
Second Amendment, dated
May 16, 2014, to the Logistics Service Agreement, dated July 16, 2013,
between CCV, S.N.C. and Cdiscount S.A.

 

II.           
OPERATIONAL
AGREEMENTS

 

2.1.                           
Management Support and Strategic
Advisory Agreement, dated June 4, 2014, among Casino, Guichard- Perrachon
S.A., Euris S.A.S. and Cnova N.V. 

 

2.2.                           
DCF Commercial Partnership
Agreements

 

III.         
FINANCING AGREEMENTS

 

3.1.                           
Agreement, dated
December 30, 2011, between Banque du Groupe Casino S.A. and Cdiscount
S.A.

 

3.2.                           
First Amendment, dated
December 20, 2012, to the Cooperation Agreement, dated December 30,
2011, between Banque du Groupe Casino S.A. and Cdiscount S.A.

 

3.3.                           
Second Amendment, dated
June 28, 2013, to the Cooperation Agreement, dated December 30, 2011,
between Banque du Groupe Casino S.A. and Cdiscount S.A.

 

3.4.                           
Joint-Venture Agreement, dated
June 13, 2012, among Banque du Groupe Casino S.A., C2C-Cartes et Crédits à
la Consommation S.A. and Cdiscount S.A.

 

3.5.                           
Cash Pooling Agreement
(Convention de Gestion Centralisée de Trésorerie Polca) to be entered
into among Polca and adhering companies

 

3.6.                           
Intercompany Loan Agreement to be
executed by Companhia Brasileira de Distribuição and Nova Pontocom Comércio
Eletrônico S.A. prior to the Drop Down.

 

44




 





 

3.7.                           
Intercompany Loan Agreement dated
July 18, 2011 and amended on October 17, 2013, between Nova Pontocom
Comércio Eletrônico S.A. and Companhia Brasileira de Distribuição.

 

IV.         
LICENSING AGREEMENTS

 

4.1.                           
Finlandek Licensing Agreement,
dated May 16, 2014, between Casino Guichard-Perrachon S.A. and Cdiscount
S.A.

 

4.2.                           
Finlandek Licensing Agreement,
dated May 16, 2014, between Casino Guichard-Perrachon S.A. and Cdiscount
S.A.

 

4.3.                           
Assignment Agreement, dated
November 8, 2010 and amended on December 22, 2010, between Nova
Pontocom Comércio Eletrônico S.A., Plataforma E-Commerce do Brasil Participações
S.A.

 

4.4.                           
Letter of Authorization of Domain
Name Use to be executed by Companhia Brasileira de Distribuição, Via Varejo S.A.
and Nova OpCo on the Closing Date. 

 

V.           
OTHER
CORPORATE AGREEMENTS

 

5.1.                           
Development and Management
Agreement, dated November 19, 2012, between Go Sport France S.A. and
Cdiscount S.A.

 

5.2.                           
Agency Agreement, dated
January 10, 2008, between Casino International S.A.S. and Cdiscount
S.A.

 

5.3.                           
Commercial Partnership, dated
May 14, 2014, between Cdiscount S.A. and E.M.C. Distribution
S.A.S.

 

5.4.                           
Supply Agreement, dated
May 19, 2014, between Cdiscount S.A. and EMC Distribution S.A.S

 

5.5.                           
Commercial Partnership Agreement,
dated May 19, 2014, between Cdiscount S.A. and Distribution Casino France
S.A.S.

 

5.6.                           
Commercial Partnership Agreement,
dated May 19, 2014, between Cdiscount S.A. and Distribution Casino France
S.A.S.

 

45




 





 

5.7.                           
Corporate Guaranty Agreement,
dated April 29, 2014, among Companhia Brasileira de Distribuição, Nova
Pontocom Comércio Eletrônico S.A., Via Varejo and Apple Computer Brasil
Ltda.

 

VI.         
LEASE
AGREEMENTS

 

6.1.                           
Cestas Commercial Lease
Agreements, dated March 26, 2013, April 20, 2010 and February 7,
2014, by and between Cdiscount S.A., as lessee, and respectively Genepierre
S.C.P.I. & Gene-Entreprise S.C.P.I., Pref 24 S.A.S. and Parcolog
Bordeaux Cestas S.C.I., as lessors.

 

6.2.                           
Bacalan Sublease Agreement, dated
March 27, 2014, between Casino Guichard-Perrachon S.A. and Cdiscount
S.A.

 

6.3.                           
Fulfillment Center Lease
Agreement, dated July 1, 2011, between Ponto Frio.com Comércio Eletrônico
S.A. (former corporate name of Nova Pontocom Comércio Eletrônico S.A.) and
Globex Utilidades S.A. (former corporate name of Via Varejo S.A.).

 

6.4.                           
Lease Agreement, dated
June 7, 2013, among Nova Pontocom Comércio Eletrônico S.A., Via Varejo and
Casa Bahia Comercial Ltda.

 

6.5.                           
Lease Agreement, dated
May 13, 2011, among Nova Pontocom Comércio Eletrônico S.A., Casa Bahia
Contact Center Ltda. and Casa Bahia Comercial Ltda.

 

VII.        
COMMODATE AGREEMENT

 

7.1.                           
Commodate Agreement no.
3.16.2.5.7.1, dated July 20, 2012, among Companhia Brasileira de
Distribuição, Monticelli Buzzo Serviços e Comércio de Produtos Eletrônicos
Ltda., Nova Pontocom Comércio Eletrônico S.A. and Banco Ourinvest S.A.


 

7.2.                           
Commodate Agreement no.
3.16.2.5.10.11315, dated October 25, 2013, among Companhia Brasileira de
Distribuição, Nova Pontocom Comércio Eletrônico S.A. and Banco Ourinvest
S.A.

 

7.3.                           
Commodate Agreement no.
3.16.2.5.1.1 1319, dated October 2, 2013, among Companhia Brasileira de
Distribuição, Nova Pontocom Comércio Eletrônico S.A. and Banco Ourinvest
S.A.

 

46




 





 

7.4.                           
Commodate Agreement no.
3.16.2.5.4.1 1323, dated October 2, 2013, among Companhia Brasileira de
Distribuição, Nova Pontocom Comércio Eletrônico S.A., Ferparo Participações
Ltda. and Roselc Participações Ltda.

 

7.5.                           
Commodate Agreement no.
3.16.2.5.1.1 1319, dated October 25, 2013, between Companhia Brasileira de
Distribuição and Nova Pontocom Comércio Eletrônico S.A. 

 

7.6.                           
Commodate Agreement no.
3.16.2.5.8.1 1338, dated November 1, 2013, between Companhia Brasileira de
Distribuição and Nova Pontocom Comércio Eletrônico S.A.

 

7.7.                           
Commodate Agreement no.
3.16.2.5.2.1 1359, dated July 6, 2012, among Companhia Brasileira de
Distribuição, Nova Pontocom Comércio Eletrônico S.A., Monticelli Buzzo Serviços
e Comércio de Produtos Eletrônicos and Banco Ourinvest S.A.

 

7.8.                           
Commodate Agreement no.
3.16.2.5.6.1 1384, dated October 11, 2013, between Companhia Brasileira de
Distribuição and Nova Pontocom Comércio Eletrônico S.A.

 

VIII.      
SHAREHOLDERS’
AGREEMENT

 

8.1.                           
Nova Voting Agreement, to be
executed by Nova Pontocom Comércio Eletrônico S.A., Companhia Brasileira de
Distribuição, Via Varejo S.A., ECQD Participações Ltda., Mr. German
Pasquale Quiroga Vilardo, Mr. Eduardo Khair Chalita and stock option plan
beneficiaries promptly before or after the Closing Date.

 

47




 





 

EXHIBIT B

 

LIST
OF SHAREHOLDERS OF CE

 

	
      NAME
	
       
	
      NO. OF SHARES
	
       
	
      PERCENTAGE OF THE

        SHARE CAPITAL
	
       

	
      CGP
	
       
	
      166,616,203
	
       
	
      99.81
	
      %

	
      FOUCHE
      Cédric
	
       
	
      24,817
	
       
	
      0.01
	
      %

	
      JEHAN
      Farid
	
       
	
      24,817
	
       
	
      0.01
	
      %

	
      LAVERGNE
      Jérôme
	
       
	
      24,817
	
       
	
      0.01
	
      %

	
      BORIES
      Marie
	
       
	
      17,729
	
       
	
      0.01
	
      %

	
      BOUCHE
      Alain
	
       
	
      12,411
	
       
	
      0.01
	
      %

	
      BOULOUMIE
      Eric
	
       
	
      12,411
	
       
	
      0.01
	
      %

	
      CHAUVELIER
      Franck
	
       
	
      12,411
	
       
	
      0.01
	
      %

	
      DUBROCA
      Guillaume
	
       
	
      12,411
	
       
	
      0.01
	
      %

	
      FOING
      Olivier
	
       
	
      12,411
	
       
	
      0.01
	
      %

	
      FRANCOIS
      Philippe
	
       
	
      12,411
	
       
	
      0.01
	
      %

	
      GUERIN
      David
	
       
	
      12,411
	
       
	
      0.01
	
      %

	
      KADOUR-KOLEE
      Djamel
	
       
	
      12,411
	
       
	
      0.01
	
      %

	
      MALERGUE
      Laure
	
       
	
      12,411
	
       
	
      0.01
	
      %

	
      MONTEIRO
      David
	
       
	
      12,411
	
       
	
      0.01
	
      %

	
      PRIOLET
      Stéphane
	
       
	
      12,411
	
       
	
      0.01
	
      %

	
      VITAL
      Hervé
	
       
	
      12,411
	
       
	
      0.01
	
      %

	
      DE RAUNIES
      Pierre
	
       
	
      8,862
	
       
	
      0.01
	
      %

	
      MARTY
      Thomas
	
       
	
      8,862
	
       
	
      0.01
	
      %

	
      LECHAT
      Jacques
	
       
	
      7,093
	
       
	
      0.00
	
      %

	
      SUTEL
      Loïc
	
       
	
      7,093
	
       
	
      0.00
	
      %

	
      BELLOC
      Stéphane
	
       
	
      7,000
	
       
	
      0.00
	
      %

	
      BENARD DENDE
      Anil
	
       
	
      7,000
	
       
	
      0.00
	
      %

	
      CESBRON
      Carole
	
       
	
      7,000
	
       
	
      0.00
	
      %

	
      DE LACROIX
      Guillaume
	
       
	
      7,000
	
       
	
      0.00
	
      %

	
      EICH
      Frédéric
	
       
	
      7,000
	
       
	
      0.00
	
      %

	
      VIALARD
      Arnaud
	
       
	
      7,000
	
       
	
      0.00
	
      %

	
      Total
	
       
	
      166,931,225
	
       
	
      100
	
      %




 

48




 





 

EXHIBIT C

 

LIST
OF DIRECT AND INDIRECT SUBSIDIARIES OF CE

 

	
      NAME OF SUBSIDIARY
	
       
	
      PERCENTAGE OF SHARE

        CAPITAL HELD(1)
	
       

	
      Subsidiaries
      of CE

	
      Cdiscount
      S.A.(2)
	
       
	
      99.6
	
      %

	
      CD
      International
	
       
	
      100
	
      %

	
      Financière MSR
      S.A.S.
	
       
	
      50.1
	
      %

	
      E-Trend
      S.A.S.
	
       
	
      51.7
	
      %(3)

	
      Cdiscount Afrique
      S.A.S.
	
       
	
      100
	
      %

	
      Subsidiaries
      of Cdiscount S.A.

	
      Cdiscount Voyages
      S.A.S.
	
       
	
      100
	
      %

	
      3W
      S.A.S.
	
       
	
      100
	
      %

	
      Subsidiaries
      of CD International

	
      JV CD
      Colombia
	
       
	
      30
	
      %

	
      C
      Latam(4)
	
       
	
      70
	
      %

	
      C-Asia
	
       
	
      30
	
      %

	
      Subsidiaries
      of C-Asia

	
      C Distribution
      (Thailand)   Limited
	
       
	
      70
	
      %

	
      E-Cavi
	
       
	
      100
	
      %

	
      Subsidiaries
      of 3W S.A.S.

	
      Moncornerdeco.com
      S.A.S.
	
       
	
      70
	
      %




 






(1)        
As of the date of this Agreement
(unless specified otherwise).

(2)        
0.4% of the share capital of
Cdiscount S.A. is held directly or indirectly by CGP.

(3)        
In addition, 21.4% of the share
capital of E-Trend S.A.S. is held by Financière MSR S.A.S.

(4)        
In course of
incorporation.

 

49




 





 

	
      Anapold
      S.A.S.
	
       
	
      100
	
      %

	
      3W Santé
      S.A.S.
	
       
	
      92.5
	
      %

	
      Subsidiary of
      Cdiscount Afrique S.A.S.

	
      Cdiscount Côte
      d’Ivoire
	
       
	
      100
	
      %




 

50




 





 

SCHEDULES

 

	
      Schedule 2.1
	
       
	
      Agreed   form of C-Asia Share Transfer
      Form

	
       
	
       
	
       

	
      Schedule 2.2
	
       
	
      Draft   form of E-Cavi Shareholders’
      Agreement

	
       
	
       
	
       

	
      Schedule 3.1 (i)
	
       
	
      Agreed   form of Drop Down Corporate
      Resolutions

	
       
	
       
	
       

	
      Schedule 3.1 (ii)
	
       
	
      Agreed   form of Indemnification
      Agreement

	
       
	
       
	
       

	
      Schedule 3.2 (i)
	
       
	
      Agreed   form of Lux HoldCo Contribution
      Agreement

	
       
	
       
	
       

	
      Schedule
      3.2 (ii)
	
       
	
      Agreed   form of Dutch HoldCo Contribution
      Agreement

	
       
	
       
	
       

	
      Schedule 4.3
	
       
	
      Agreed   form of Cnova Contribution
      Agreement

	
       
	
       
	
       

	
      Schedule 4.4 (c)(i)
	
       
	
      Term   sheet of JV CD Colombia Operational
      Services Agreement

	
       
	
       
	
       

	
      Schedule 4.4 (c)(ii)
	
       
	
      Term   sheet of put and call options regarding a
      29% interest in the share capital   of JV CD Colombia

	
       
	
       
	
       

	
      Schedule 4.4 (c)(iii)
	
       
	
      Term   sheet of put and call options regarding a
      10% interest in the share capital   of C Latam

	
       
	
       
	
       

	
      Schedule 4.5 (c)(i)
	
       
	
      Agreed   form of New Nova Operational
      Agreement

	
       
	
       
	
       

	
      Schedule 4.5 (c)(ii)
	
       
	
      Agreed   form of Trademark License
      Agreement(s)

	
       
	
       
	
       

	
      Schedule 4.5 (c)(iii)
	
       
	
      Agreed   form of New Nova Shareholders’
      Agreement

	
       
	
       
	
       

	
      Schedule 4.5 (c)(iv)
	
       
	
      Agreed   form of management undertaking
      agreement

	
       
	
       
	
       

	
      Schedule 4.7 (a)(i)
	
       
	
      Agreed   form of the articles of association of
      the Voting Depository

	
       
	
       
	
       

	
      Schedule 4.7 (a)(ii)
	
       
	
      Agreed   form of the terms and conditions of the
      Voting Depository

	
       
	
       
	
       

	
      Schedule 4.7 (b)
	
       
	
      Agreed   form of Special Voting
      Agreement

	
       
	
       
	
       

	
      Schedule 5.1 (a)
	
       
	
      Agreed   form of Amended and Restated Articles of
      Association of Cnova

	
       
	
       
	
       

	
      Schedule 5.1 (d)
	
       
	
      Agreed   form of Interim Cnova Board
      Rules

	
       
	
       
	
       

	
      Schedule 11.3
	
       
	
      Agreed   form of Pre-IPO
  Delegations

	
       
	
       
	
       

	
      Schedule 13.1
	
       
	
      Agreed   form of joinder
  agreement




 

51




 





 

SCHEDULE 2.1

 

AGREED FORM OF C-ASIA SHARE
TRANSFER FORM

 

52




 





 

INSTRUMENT OF
TRANSFER

 

	
      We, 
	
      Quinam
      BV

      (the “Transferor”)

	
       
	
       

	
      of
	
      Professor Dr Dorgelolaan 30 D, 5613AM
      Eindhoven, The Netherlands

	
       
	
       

	
      in consideration of
	
      [·]

	
       
	
       

	
      do hereby transfer to
	
      Cdiscount
      International BV

      (the “Transferee”)

	
       
	
       

	
      of
	
      Professor Dr Dorgelolaan   30 D, 5613AM
      Eindhoven, The Netherlands

	
       
	
       

	
      the shares more   particularly described
      in the Schedule hereto (hereinafter called the “Shares”) standing
      in the name of the   Transferor in the Register of Members of
      C-DISTRIBUTION   ASIA PTE. LTD. to hold unto the said Transferee
      its executors,   administrator or assigns, subject to the several
      conditions upon which the   Transferor held the same at the time hereof,
      and the Transferee does hereby   agree to take the Shares subject to the
      same conditions. 

	
       

	
      SCHEDULE

	
       

	
      NAME OF
      COMPANY
	
      :
	
      C-DISTRIBUTION ASIA
      PTE. LTD.

	
       
	
       
	
       

	
      NUMBER OF
      SHARES
	
      :
	
      1,350,000 Ordinary
      Share   fully paid in the capital of the Company.

	 	 	 	 



 

IN WITNESS WHEREOF
the parties have set their
hands this
              
day
of           

 

	
      SIGNED
      BY
	
       
	
       

	For and on behalf
      of Quinam BV in   the presence of:

	 

	 

	 

	 

	 

	
       

	
      Name of
      Witness:  
	
       

	Address:
       
	
       

	Occupation:
	
       

	 
	
       

	 
	
       

	
      SIGNED
      BY  
	
       
	
       

	For and on behalf of Cdiscount
      International BV in the   presence of:

	 

	 

	
       

	
      Name of
      Witness:  

	Address:
       

	Occupation:




 

A
HUSBAND MUST NOT WITNESS THE SIGNATURES OF HIS WIFE OR
VICE-VERSA.

 




 





 

SCHEDULE 2.2

 

DRAFT FORM OF E-CAVI
SHAREHOLDERS’ AGREEMENT

 

53




 





 

Dated [·]
2014

 

Cavi
Limited

 

and

 

C-Distribution Asia Pte.
Ltd.

 

SHAREHOLDERS’ AGREEMENT

 

relating to E-Cavi Limited

 




 





 

Table of Contents

 

	
      Clause
	
       
	
      Page

	
       
	
       
	
       

	PART A —
    INTERPRETATION
	
       
	
      1

	 
	
       
	
       

	
      1
	
      Interpretation
	
       
	
      1

	 
	
       
	
       

	
      2
	
      Warranties
	
       
	
      7

	 
	
       
	
       

	PART B - THE JOINT
      VENTURE
	
       
	
      8

	 
	
       
	
       

	
      3
	
      Purpose and Scope of joint venture
	
       
	
      8

	 
	
       
	
       

	PART C - CONDUCT AND OPERATIONS OF
      THE COMPANY
	
       
	
      8

	 
	
       
	
       

	
      4
	
      Conduct and development of the
    Business
	
       
	
      8

	 
	
       
	
       

	
      5
	
      Related Party Transactions
	
       
	
      8

	 
	
       
	
       

	PART D - GOVERNANCE
	
       
	
      8

	 
	
       
	
       

	
      6
	
      Powers and duties of the Board of
      Directors
	
       
	
      8

	 
	
       
	
       

	
      7
	
      Board Reserved Matters
	
       
	
      9

	 
	
       
	
       

	
      8
	
      Appointment of Directors
	
       
	
      9

	 
	
       
	
       

	
      9
	
      Removal of Directors
	
       
	
      10

	 
	
       
	
       

	
      10
	
      Board meetings
	
       
	
      10

	 
	
       
	
       

	
      11
	
      Meetings of Shareholders
	
       
	
      11

	 
	
       
	
       

	
      12
	
      Shareholder Reserved Matters
	
       
	
      11

	 
	
       
	
       

	PART E - COMPANY
    FINANCE
	
       
	
      11

	 
	
       
	
       

	
      13
	
      Additional finance for the Company
	
       
	
      11

	 
	
       
	
       

	PART F —TRANSFERS OF
      SHARES
	
       
	
      12

	 
	
       
	
       

	
      14
	
      Transfers
	
       
	
      12

	 
	
       
	
       

	
      15
	
      Default or Change of Control
	
       
	
      14

	 
	
       
	
       

	
      16
	
      Terms and consequences of transfers of
      Shares
	
       
	
      17

	 
	
       
	
       

	
      17
	
      Determination of Open Market Value
	
       
	
      21




 

i




 





 

	
      18
	
      Duration, termination and survival
	
       
	
      22

	 
	
       
	
       

	
      19
	
      Confidentiality
	
       
	
      22

	 
	
       
	
       

	PART H — GENERAL
	
       
	
      24

	 
	
       
	
       

	
      20 
	
      General
	
       
	
      24

	 
	
       
	
       

	Schedule 1 Deed of Adherence (Clause
      16.8)
	
       
	
      29

	 
	
       
	
       

	Schedule 2 Board Reserved Matters
      (Clause 7)
	
       
	
      31

	 
	
       
	
       

	Schedule 3 Shareholder Reserved Matters
      (Clause 12)
	
       
	
      32




 

ii




 





 

Shareholders’
Agreement

 

This
Agreement is made on
[·] 2014 between:

 

(1)                             
Cavi
Limited, a company
incorporated in Hong Kong whose registered office is at 14th Floor South China
Building 1-3 Wyndham Street Central Hong Kong and company number is 1153778 (“Cavi”);
and

 

(2)                             
C-Distribution Asia Pte.
Ltd., a company incorporated
in Singapore whose registered office is at 50
Raffles Place, #32-01 Singapore Land Tower, Singapore 048623 and registered number is 201334378N (
“C-Asia”),

 

(each
a “Party” and together the “Parties”).

 

Recitals:

 

(A)                           
Cavi and C-Asia have agreed to
manage E-Cavi Limited, a company
incorporated in Hong Kong whose
registered office is at 14th Floor South China Building 1-3 Wyndham Street
Central Hong Kong and company
number is 1998951 (the “Company”) as a
joint venture Company to carry on the Business (defined
below).

 

(B)                           
The Company was incorporated in
Hong Kong on 19
November 2013. As at the
date of this Agreement, it has an issued and paid-up share capital of
[·].

 

(C)                           
The Parties are entering into
this Agreement to regulate their respective rights in the Company on the terms
and conditions of this Agreement.

 

It
is agreed as
follows:

 

PART A
— INTERPRETATION

 

1                                     
Interpretation

 

In this Agreement, unless the context otherwise
requires, the provisions in this Clause 1 apply:

 

1.1                           
Definitions

 

“Acceptance Notice” has the meaning set out in
Clause 14.3.3(i)(a) (Choices open to Remaining
Shareholders);

 

“Appointment Period” has the meaning set out in
Clause 17.1.2 (Determination of Open Market Value);

 

“Articles” means the articles of association of
the Company as amended from time to time;

 

“Associated Company” means, in relation to a
person, any holding company, subsidiary of such person or any other subsidiaries
of any such holding company, and will include any entity or person who directly
or indirectly Controls such person or is Controlled by such person or is under
common Control with such person;

 

“Board” means the board of directors of the
Company from time to time;

 

“Board Reserved Matters” has the meaning set out
in Clause 7.1 (Board Reserved Matters);

 

“Board Super Majority” has the meaning set out
in Clause 7.1 (Board Reserved Matters);

 

1




 





 

“Business” has the meaning set out in Clause 3.1
(Purpose and Scope of joint venture);

 

“Business Day” means a day which is not a
Saturday, a Sunday or a public holiday in France, Singapore or Hong
Kong;

 

“Chairman” means the chairman of the Board from
time to time;

 

“Change of Control” means where a person (who is
not an Associated Company of the Shareholder) who did not previously exercise
Control over a Shareholder acquires or agrees to acquire or has options over or
otherwise becomes able to exercise such Control or where a person who was
previously able to exercise Control over that Shareholder ceases to be in a
position to do so, unless the person then in Control is an Associated Company of
the relevant Shareholder;

 

“Change of Control Default Notice” has the
meaning set out in Clause 15.4 (Change of Control Default Notice (Call Option
and Put Option));

 

“Change of Control EoD” has the meaning set out
in Clause 15.1.3 (Event
of Default);

 

“Change of Control Purchase Assets” has the
meaning set out in Clause 15.4.2 (Change of Control Default Notice (Call
Option and Put Option));

 

“Change of Control Sale Assets” has the meaning
set out in Clause 15.4.1 (Change of Control Default Notice (Call Option and
Put Option));

 

“Closing Date” has the meaning set out in Clause
14.3.3(i)(a) (Choices open to Remaining Shareholders);

 

“Companies
Ordinance” means the
Companies Ordinance (Cap. 622 of the Laws of Hong Kong);

 

“Confidential Information” has the meaning set
out in Clause 19.1 (Confidential Information);

 

“Control” means, in relation to a person where a
person has direct or indirect control (i) of the affairs of that person, or
(ii) over more than 50 per cent. of the total voting rights conferred by
all the issued shares in the capital of that person or (iii) over the
appointment or removal of a majority of the board of directors of that person
(in each case whether pursuant to relevant constitutional documents, contract or
otherwise) and “Controlled” shall be construed accordingly;

 

“Cure Period” has the meaning set out in Clause
15.5 (Material Breach Default Notice (Call Option and Put
Option));

 

“Debt” means any loans, borrowings or
indebtedness (including any Loan Notes) (together with any accrued
interest);

 

“Deed of Adherence” means a deed substantially
in the form set out in Schedule 1 (Deed of Adherence);

 

“Defaulting Shareholder” has the meaning set out
in Clause 15.1(i) (Event of Default);

 

“Director” means any director of the Company
appointed by a Shareholder in accordance with the terms of this Agreement and
the Articles;

 

“Encumbrance” means any claim, charge, mortgage,
lien, option, equitable right, power of sale, pledge, hypothecation, retention
of title, right of pre-emption, right of first offer, right of

 

2




 





 

first refusal or other third party right(s) or
security interest of any kind or an agreement, arrangement or obligation to
create any of the foregoing;

 

“Event of Default” has the meaning set out in
Clause 15.1 (Event of Default);

 

“Financial Year” means a financial year of the
Company commencing (other than in the case of its initial financial period) on
[1 January and ending on 31 December] or on such other dates as the Company
may resolve in accordance with the Articles;

 

“Group” means the Company and any Group
Companies from time to time;

 

“Group Company” means a subsidiary of the
Company;

 

“HK$” or “Hong Kong
Dollars” means Hong Kong
dollars, the lawful currency of Hong Kong;

 

“Hong
Kong” means the Hong Kong
Special Administrative Region of the People’s Republic of China;

 

“Insolvency Default Notice” has the meaning set
out in Clause 15.3 (Insolvency Default Notice (Call Option));

 

“Insolvency Event” in relation to a Shareholder
means:

 

(a)                              
the Shareholder entering into or
resolving to enter into any arrangement, composition or compromise with or
assignment for the benefit of its creditors or any class of them in any relevant
jurisdiction;

 

(b)                              
the Shareholder being unable to
pay its debts when they are due or being deemed under any statutory provision of
any relevant jurisdiction to be insolvent;

 

(c)                               
a liquidator or provisional
liquidator being appointed to the Shareholder or a receiver, receiver and
manager, trustee or similar official being appointed over any of the assets or
undertakings of the Shareholder, or an event analogous with any such event
occurring in any relevant jurisdiction; or

 

(d)                              
an application or order being
made or a resolution being passed for the winding up of the Shareholder (except
for the purposes of a bona fide reconstruction or
amalgamation);

 

“Insolvency EoD” has the meaning set out in
Clause 15.1.2 (Event of Default);

 

“Insolvency Sale Assets” has the meaning set out
in Clause 15.3 (Insolvency Default Notice (Call Option));

 

“Interest” includes an interest of any kind in
or in relation to any share or any right to control the voting or other rights
attributable to any share, disregarding any conditions or restrictions to which
the exercise of any right attributed to such interest may be subject;

 

“Laws” means the laws and regulations for the
time being in force applicable to any member of the Group or any Shareholder or
their Associated Companies (as appropriate)
including, where applicable, the rules of any stock exchange on which the
securities of a Shareholder or its Associated Companies are listed or other
governmental or regulatory body to which a Shareholder or its Associated
Companies are subject;

 

“Losses” means all losses, liabilities, costs
(including legal costs and experts’ and consultants’ fees), charges, expenses,
actions, proceedings, claims and demands;

 

3




 





 

“Material Breach Default Notice” has the meaning
set out in Clause 15.5 (Material Breach Default Notice (Call Option and Put
Option));

 

“Material Breach EoD” has the meaning set out in
Clause 15.1.1 (Event of Default);

 

“Material Breach Purchase Assets” has the
meaning set out in Clause 15.5.2 (Material Breach Default Notice (Call Option
and Put Option));

 

“Material Breach Remedy Notice” has the meaning
set out in Clause 15.5 (Material Breach Default Notice (Call Option and Put
Option));

 

“Material Breach Sale Assets” has the meaning
set out in Clause 15.5.1 (Material Breach Default Notice (Call Option and Put
Option));

 

“Non-defaulting Shareholder” has the meaning set
out in Clause 15.1(ii) (Event of Default);

 

“Offer” has the meaning set out in Clause
14.3.2(i) (Issue of Transfer Notice to Remaining
Shareholder);

 

“Offeror” has the meaning set out in Clause
14.3.1 (Transfer to a third party);

 

“Open Market Value” has the meaning set out in
Clause 17.1.1 (Determination of Open Market Value);

 

“Ordinary Resolution” means a resolution passed by simple majority of the total
voting rights of the Shareholders present (in person or by proxy) at the general
meeting;

 

“Permitted Regulatory Condition” means a bona fide
consent, clearance, approval or permission necessary to enable a transferor
of the Shares and/or the transferee of the Shares to be able to complete a
transfer of Shares under (i) the rules or regulations of any stock
exchange on which it or any of its Associated Companies is quoted; or
(ii) the rules or regulations of any governmental, statutory or
regulatory body in those jurisdictions where the transferor of the Shares, the
transferee of the Shares, the Company or any of their Associated Companies
carries on business;

 

“Related Party” has the meaning set out in
Clause 5.2 (Related Party Transactions);

 

“Related Party Transaction” has the meaning set
out in Clause 5.1 (Related Party Transactions);

 

“Relevant Notice” has the meaning set out in
Clause 16.1 (Terms and consequences of transfers of Shares);

 

“Relevant Securities” has the meaning set out in
Clause 16.1 (Terms and consequences of transfers of Shares);

 

“Relevant Time” has the meaning set out in
Clause 16.1 (Terms and consequences of transfers of Shares);

 

“Remaining Shareholders” has the meaning set out
in Clause 14.3.1(v) (Transfer to a third party);

 

“Right” has the meaning set out in Clause 20.8
(Waiver);

 

“Selling Shareholder” has the meaning set out in
Clause 16.1 (Terms and consequences of transfers of Shares);

 

4




 





 

“Shareholder” means any holder of Shares from
time to time having the benefit of this Agreement, including under the terms of
a Deed of Adherence;

 

“Shareholder’s Group” means a Shareholder and
any Associated Companies of that Shareholder from time to time;

 

“Shareholder Reserved Matters” has the meaning
set out in Clause 12.1 (Shareholder Reserved Matters);

 

“Shareholding Proportion” means the proportion
of the Shares held by a Shareholder to the total number of issued Shares at the relevant time;

 

“Shares” means all the ordinary shares in the
issued share capital of the Company from time to time;

 

“SIAC” means the Singapore International
Arbitration Centre;

 

“Stamp
Duty Ordinance” means the
Stamp Duty Ordinance (Cap. 117 of the Laws of Hong Kong);

 

“Surviving Provisions” means Clause 1
(Interpretation), Clause 19 (Confidentiality), Clause 20.1
(Governing law and submission to jurisdiction), Clause 20.2
(Notices), Clause 20.3 (Whole agreement and remedies), Clause 20.5
(No Partnership), Clause 20.7 (Survival of Rights, Duties and
Obligations), Clause 20.8 (Waiver), Clause 20.9 (Variation),
Clause 20.10 (No assignment), Clause 20.12 (Invalidity/severance),
Clause 20.14 (Costs) and any other provisions of this Agreement to the
extent relevant to the interpretation or enforcement of such
provisions;

 

“Tag-along” has the meaning set out in Clause
14.3.1(v) (Transfer to a third party);

 

“Tag-along Assets” has the meaning set out in
Clause 14.3.3(ii)(a) (Tag-along);

 

“Tag-along Debt” has the meaning set out in
Clause 14.3.3(ii)(a) (Tag-along);

 

“Tag-along Notice” has the meaning set out in
Clause 14.3.3(ii)(a) (Tag-along);

 

“Tag-along Shares” has the meaning set out in
Clause 14.3.3(ii)(a) (Tag-along);

 

“Tax” means all forms of taxation and statutory,
governmental, state, provincial, local governmental or municipal impositions,
duties, contributions and levies, in each case anywhere in the world and all
penalties, charges, cost and interest relating thereto;

 

“Tax Authority” means any taxing or other
authority competent to impose or collect any Tax;

 

“Third Party Offer” has the meaning set out in
Clause 14.3.1 (Transfer to a third party);

 

“Third Party Offer Price” has the meaning set
out in Clause 14.3.1(iii) (Transfer to a third party);

 

“Transfer”, in the context of Shares or any
Interest in Shares, means any of the following: (a) sell, assign, transfer
or otherwise dispose of, or grant any option over, any Shares or any Interest in
Shares; (b) create or permit to subsist any Encumbrance over Shares or any
Interest in Shares; (c) enter into any agreement in respect of the votes or
any other rights attached to any Shares (including under this Agreement); or
(d) renounce or assign any right to receive any Shares or any Interest in
Shares;

 

“Transfer Assets” has the meaning set out in
Clause 14.3.1 (Transfer to a third party);

 

5




 





 

“Transfer Date” has the meaning set out in
Clause 16.2.4 (Completion of transfer);

 

“Transfer Debt” has the meaning set out in
Clause 14.3.1 (Transfer to a third party);

 

“Transfer Notice” has the meaning set out in
Clause 14.3.2 (Issue of Transfer Notice to Remaining
Shareholder);

 

“Transfer Shares” has the meaning set out in
Clause 14.3.1 (Transfer to a third party);

 

“Transferee” has the meaning set out in Clause
14.2 (Transfer to Associated Companies permitted at any time);

 

“Transferor” has the meaning set out in Clause
14.2 (Transfer to Associated Companies permitted at any time);

 

“Transferring Shareholder” has the meaning set
out in Clause 14.3.1 (Transfer to a third party);

 

“Valuers” has the meaning set out in Clause
17.1.2 (Determination); and

 

“Warranties” has the meaning given in Clause 2.1
(Warranties).

 

1.2                           
Singular, plural,
gender

 

References to one gender include all genders and
references to the singular include the plural and vice versa.

 

1.3                           
References to persons and
companies

 

References to:

 

1.3.1                  
a person include any company,
partnership or unincorporated association (whether or not having separate legal
personality); and

 

1.3.2                  
a company include any
company, corporation or any body corporate, wherever incorporated.

 

1.4                           
References to subsidiaries and
holding companies

 

A company is a “subsidiary” of another company
(its “holding company”) if that other company, directly or indirectly,
through one or more subsidiaries:

 

1.4.1                  
holds a majority of the
voting rights in it;

 

1.4.2                  
is a member or shareholder of
it and has the right to appoint or remove a majority of its board of directors
or equivalent managing body;

 

1.4.3                  
is a member or shareholder of
it and controls alone, or pursuant to an agreement with other shareholders or
members, a majority of the voting rights in it; or

 

1.4.4                  
has the right to exercise a
dominant influence over it, for example by having the right to give directions
with respect to its operating and financial policies, with which directions its
directors are obliged to comply.

 

1.5                           
Schedules etc.

 

References to this Agreement shall include any Recitals
and Schedules to it and references to Clauses and Schedules are to Clauses of,
and Schedules to, this Agreement.

 

6




 





 

1.6                           
Information

 

References to books, records or other information mean
books, records or other information in any form, including paper, electronically
stored data, magnetic media, film and microfilm.

 

1.7                           
Headings

 

Headings shall be ignored in interpreting this
Agreement.

 

1.8                           
Non-limiting effect of
words

 

The words “including”, “include”, “in
particular” and words of similar effect shall not be deemed to limit the
general effect of the words which precede them.

 

1.9                           
Modification etc. of
statutes

 

References to a statute or statutory provision include
that statute or provision as from time to time modified or re-enacted or
consolidated whether before or after the date of this Agreement so far as such
modification or re-enactment or consolidation applies or is capable of applying
to any transactions entered into in accordance with this Agreement provided that
nothing in this Clause 1.9 shall operate to increase the liability of any party
beyond that which would have existed had this Clause been omitted.

 

1.10                    
Documents

 

References to any document (including this Agreement)
or to a provision in a document, shall be construed as a reference to such
document or provision as amended, supplemented, modified, restated or novated
from time to time.

 

1.11                    
Reasonable endeavours

 

Where the words “reasonable endeavours” are used
in this Agreement in relation to the performance of any act by a party, such
party shall be required to take only those steps in performing such act as are
commercially reasonable having regard to such party’s circumstances at the time,
but shall not be required to ensure such act’s performance whether by assuming
material expenditure or otherwise.

 

2                                     
Warranties

 

2.1                           
Each Party warrants to the
other Parties that, as at the date of this Agreement (the
“Warranties”):

 

2.1.1                  
it has the full power and
authority to enter into and to perform its obligations under this Agreement, all
necessary corporate, shareholder and other actions have been taken to authorise
such execution, delivery and performance and this Agreement, when executed, will
constitute valid, binding and legally enforceable obligations on it in
accordance with its terms; and

 

2.1.2                  
the entry into and delivery
of, and the performance by it of, this Agreement will not result in any breach
of any provision of its memorandum and articles of association (or equivalent
constitutional documents) or result in any claim by a third party against the
other Shareholders or the Company.

 

2.2                           
Each Party acknowledges that
the other Party has entered into this Agreement in reliance upon the Warranties
being true and accurate in all respects.

 

7




 





 

PART B
- THE JOINT VENTURE

 

3                                     
Purpose
and Scope of joint venture

 

3.1                           
The Business of the Company
shall be to act as a holding company for e-commerce investments in Vietnam which
shall include (i) e-retail business including one or several physical
places of business; (ii) e-market place business; (iii) online
advertising business; and (iv) other related activities (the
“Business”). The head office of the Company shall be situated in Hong
Kong.

 

3.2                           
The Shareholders agree that
the business of the Company shall be confined to the Business, except as may be
otherwise agreed by the Shareholders at a general meeting.

 

PART C
- CONDUCT AND OPERATIONS OF THE COMPANY

 

4                                     
Conduct
and development of the Business

 

4.1                           
General

 

4.1.1                  
The Shareholders agree that
their respective rights and obligations in relation to the Group and the
Business shall be regulated by this Agreement and the Articles. The Shareholders
agree to comply with the provisions of this Agreement and all provisions of the
Articles which relate to them and that such provisions of the Agreement and
Articles shall be enforceable by the Shareholders between themselves in whatever
capacity.

 

4.1.2                  
The Shareholders shall (so
far as they lawfully can) use reasonable endeavours to ensure that the Company
complies with all of its obligations under this Agreement and the
Articles.

 

5                                     
Related
Party Transactions

 

5.1                           
The Shareholders shall, and
shall use their voting rights to procure that the Company shall, ensure that any
transaction, arrangement or dealing by any member of the Group with a
Shareholder or any member of a Shareholder’s Group or any Director (a
“Related Party Transaction”) shall be entered into by the parties thereto
on an arm’s length basis.

 

5.2                           
The Shareholder who is
interested in the Related Party Transaction (whether directly or indirectly
through a member of that Shareholder’s Group) (the “Related Party”) shall
declare its interests in the Related Party Transaction to the other
Shareholder.

 

PART D
- GOVERNANCE

 

6                                     
Powers
and duties of the Board of Directors

 

6.1                           
Directors/Board

 

The Board shall be responsible for the overall
management of the Business of the Company and shall act in the interests of the
Company so as to maximise the Company’s equity value, without regard to the
individual interests of any of the Shareholders, provided that the Board shall
not take any decision in relation to: (i) any of the Shareholder Reserved
Matters without the prior approval of the Shareholders in accordance
with

 

8




 





 

Clause 12 (Shareholder Reserved Matters); or
(ii) any matter which, by Law, must be approved by way of Shareholders’
resolution.

 

6.2                           
Chairman

 

6.2.1                  
The Board shall decide by
majority vote who shall act as Chairman.

 

6.2.2                  
Board meetings shall be
chaired by the Chairman if he is present. If the Chairman is not present at any
Board meeting within [five
minutes] after the time appointed for holding such meeting, the Directors present may appoint any one of the
other Directors present to act as Chairman for the purpose of the
meeting.

 

6.2.3                  
The Chairman shall not have a
second or casting vote at any meeting of the Board or any general meeting of
shareholders of the Company.

 

7                                     
Board
Reserved Matters

 

7.1                           
The Shareholders shall
procure, so far as they lawfully can, that no action shall be taken or
resolution passed by the Company in respect of those matters set out in Schedule
2 (Board Reserved Matters) (“Board Reserved Matters”) without the
approval of 75 per cent. of the Directors present and entitled to vote on such
resolution (the “Board Super Majority”).

 

7.2                           
A series of related
transactions shall be construed as a single transaction, and any amounts
involved in the related transactions shall be aggregated, to determine whether a
matter is a Board Reserved Matter.

 

8                                     
Appointment of
Directors

 

8.1                           
Number
and identity of appointees

 

8.1.1                  
The minimum number of
Directors shall be three.

 

8.1.2                  
As at the date of this
Agreement the Board comprises three Directors and the Parties each have the
right to nominate the following number of individuals for appointment to the
Board:

 

Cavi: 1

 

C-Asia: 2

 

8.1.3                  
The Shareholders shall have
the right to increase or decrease the number of Directors on the Board by an
Ordinary Resolution.

 

8.1.4                  
The Shareholders shall have
the right to nominate Directors to the Board based on the total number of
Directors on the Board at that time pro rata to each Shareholder’s Shareholding
Proportion on the date of such appointment, provided, however, that
(i) fractions above 0.5 shall be rounded up; (ii) fractions of 0.5 and
below shall be rounded down; and (iii) a Shareholder shall not have the
right to nominate a Director if a fraction of its nomination right is 0.5 or
below.

 

8.1.5                  
If the provisions of Clause
8.1.4 (Number and identity of appointees) result in a number of Directors
fewer than the number of Directors which may at such time be appointed to the
Board, any remaining Directors may be appointed by an
Ordinary Resolution.

 

9




 





 

8.1.6                  
If a Shareholder transfers
some of its Shares to an Associated Company pursuant to Clause 14.2 (Transfer
to Associated Companies permitted at any time), that Shareholder and
Associated Company shall jointly appoint Directors to the Board and their
respective shareholdings shall be combined as if they were one Shareholder for
that purpose.

 

8.1.7                  
The Shareholders shall vote
their Shares to increase the number of Directors on the Board if required in
order to give effect to the formulation set out in this Clause 8.1.

 

8.1.8                  
No Shareholder shall have the
right to object to the appointment of a Director by any of the other
Shareholder.

 

9                                     
Removal
of Directors

 

9.1                           
A Director may be removed as
a director of the Company at any time by notice in writing to the Company by the
Shareholder who appointed him and the Shareholders shall promptly remove such
Director from their position(s) and the Shareholder that appointed such
Director shall promptly appoint another Director in their place in accordance
with Clause 8 (Appointment of Directors) and the Articles.

 

9.2                           
To ensure compliance with the
terms of Clause 8 (Appointment of Directors) and this Clause 9
(Removal of Directors), each Shareholder agrees to vote its Shares in the
Company, and to ensure that its respective appointed Directors will exercise
their voting rights, in such a manner as will result in the appointment or
removal of the appointees of the other Shareholders to the Board in accordance
with such Clauses.

 

10                              
Board
meetings

 

10.1                    
Frequency

 

The Board shall decide how often Board meetings shall
take place and any Director may convene a Board meeting at any time.

 

10.2                    
Notice/agenda

 

At least five days’ written notice by email, courier or
fax, shall be given to each of the Directors of all Board meetings, except where
a Board meeting is adjourned under Clause 10.3 (Quorum).

 

10.3                    
Quorum

 

10.3.1           
The quorum at a Board meeting
shall be, with respect to a Board Reserved Matter, at least 75 per cent. of all
Directors and, with respect to all other matters, at least 50 per cent. of all
Directors.

 

10.3.2           
If a quorum is not present
within half an hour of the time appointed for the meeting or if a quorum ceases
to be present during the course of the meeting, the Director(s) present
shall adjourn the Board meeting to a specified place and time not less than
three Business Days after the original date where the same quorum shall be
required.

 

10.3.3           
Details of the adjourned
Board meeting shall be given to all of the Directors at least two Business Days
prior to the adjourned meeting.

 

10




 





 

10.4                    
Voting

 

Subject to the other provisions of this Agreement, at
any Board meeting each Director shall have one vote and decisions at Board
meetings shall be taken by a simple majority of the votes of the Directors
present and voting at a quorate Board meeting.

 

11                              
Meetings of
Shareholders

 

11.1                    
Notice/agenda

 

Notice of a general
meeting shall be sent to each
Shareholder in accordance with the Articles and applicable Laws.

 

11.2                    
Quorum

 

The quorum at a general
meeting shall be constituted by
such number of duly authorised representatives or proxies of the Shareholders
holding, with respect to a Shareholder Reserved Matter, more than 75 per cent.
of the Shares and, with respect to all other matters, more than 50 per cent. of
the Shares. [If, within 15
minutes from the time appointed for the meeting a quorum be not present, it
shall stand adjourned to the same day in the next week at the same time and
place, or to such other day, time and place as the chairman of the meeting may
determine. If at such adjourned meeting a quorum be not present within 15
minutes from the time appointed for the meeting, the Shareholder(s) present
in person or by proxy shall be a quorum and may transact the business for which
the meeting is called.]

 

11.3                    
Chairman

 

The Chairman of the Board shall act as chairman of
general meeting, but shall not have a casting vote.

 

11.4                    
Voting

 

All matters raised at a general
meeting shall, unless otherwise
required by applicable Law, the Articles or this Agreement, be decided by
Ordinary Resolution.

 

12                              
Shareholder Reserved
Matters

 

12.1                    
The Shareholders shall
procure, as far as they lawfully can, that no action is taken or resolution
passed by the Company in respect of the matters listed in Schedule 3
(Shareholder Reserved Matters) (“Shareholder Reserved Matters”),
without the prior approval of Shareholders holding at least 75 per cent. of the
Shares.

 

12.2                    
A series of related
transactions shall be construed as a single transaction, and any amounts
involved in the related transactions shall be aggregated, to determine whether a
matter is a Shareholder Reserved Matter.

 

PART E
- COMPANY FINANCE

 

13                              
Additional finance for the
Company

 

13.1                    
Additional finance

 

The manner in which additional funding required by the
Company and/or the Group is to be obtained shall be determined by the Board by a
simple majority.

 

11




 





 

13.2                    
Shareholder finance

 

If the Board decides that the Shareholders shall
provide any additional financing by way of subscription for Shares and a
Shareholder does not wish to subscribe to such Shares, such Shareholder’s
Shareholding Proportion as on the date of such issue in the Company shall be
diluted accordingly.

 

PART F
—TRANSFERS OF SHARES

 

14                              
Transfers

 

14.1                    
General
prohibition on disposal of Shares

 

A Shareholder may not Transfer any of its Shares or any
Interest in Shares to any person without the prior written consent of all of the
other Shareholders or unless permitted or required to do so under Clause 14.2
(Transfer to Associated Companies permitted at any time) or have complied with the terms of
Clause14.3 (Transfer to a
third party).

 

14.2                    
Transfer to Associated Companies
permitted at any time

 

A Shareholder (the “Transferor”) may at any time
Transfer any of its Shares to an Associated Company (the “Transferee”) on
giving prior written notice to the other Shareholders provided that:

 

14.2.1           
the Transferor (but not a
subsequent transferor in a series of transfers to Associated Companies) shall
remain party to this Agreement and shall be jointly and severally liable with
the Transferee under this Agreement as a Shareholder in respect of the
transferred Shares; and

 

14.2.2           
the Transferee shall enter
into a Deed of Adherence; and

 

14.2.3           
the Transferee shall, and the
Transferor shall procure that the Transferee shall, retransfer its Shares to the
Transferor or another Associated Company of the Transferor immediately if the
Transferee ceases to be an Associated Company of the Transferor.

 

14.3                    
Transfer to a third
party

 

Any Shareholder may Transfer its Shares to a third
party only if it complies with this Clause 14.3.

 

14.3.1           
A Shareholder (the “Transferring Shareholder”) may
Transfer its Shares (the “Transfer Shares”) and such portion of the total
Debt owed by the Company and/or any Group Company to the Transferring
Shareholder and/or its Associated Companies as reflects the number of Transfer
Shares as a proportion of the total number of Shares held by the Transferring
Shareholder (the “Transfer Debt” and together with the Transfer Shares,
the “Transfer Assets”) only if it receives an offer for such Transfer
Assets (the “Third Party Offer”) from a bona fide third party (the
“Offeror”) which:

 

(i)                                 
is for any of the Shares held by
the Transferring Shareholder and/or its Associated Companies and the relevant
portion of the Debt owed by the Company and/or any Group Company to the
Transferring Shareholder and/or its Associated Companies;

 

12




 





 

(ii)                              
is irrevocable and unconditional
except for any Permitted Regulatory Condition;

 

(iii)                           
states the price of the Third
Party Offer which shall be for cash consideration (the “Third Party Offer
Price”) and immediately payable;

 

(iv)                          
contains all material terms and
conditions (including the intended completion date of the offer) and any
Permitted Regulatory Conditions; and

 

(v)                             
if the proposed Transfer would,
when aggregated with all other Transfers in the six month period prior to the
date of the Third Party Offer result in the Transfer of more than 50 per cent.
of the Shares, includes an offer to acquire all the Shares held by the other
Shareholder (the “Remaining Shareholder”) along with all Debt owed by the
Company and/or any Group Company to the Remaining Shareholder and/or its
Associated Companies at the same cash price as and on no less favourable terms
than the Transfer Assets (a “Tag-along”).

 

14.3.2           
Issue
of Transfer Notice to Remaining Shareholder

 

Within 10 Business Days of receiving a Third Party
Offer which it wishes to accept, a Transferring Shareholder shall issue a
written notice (the “Transfer Notice”) to the Remaining Shareholder
containing notification of the Third Party Offer (including the name of the
Offeror, the price offered for the Transfer Assets and all material terms and
conditions of the Third Party Offer) and upon issuing the Transfer Notice, the
Transferring Shareholder shall:

 

(i)                                 
make an offer to sell the
Transfer Assets to the Remaining Shareholder (“Offer”); and

 

(ii)                              
provide confirmation that the
Remaining Shareholder may elect to proceed in accordance with one of the options
in Clause 14.3.3 (Choices open to Remaining Shareholders).

 

14.3.3           
Choices
open to Remaining Shareholders

 

Upon receipt of a Transfer Notice, the Remaining
Shareholder may do one of the following:

 

(i)                                 
Accept the Offer

 

(a)                      
Before the expiry of the period
of 10 Business Days from the date of the Transfer Notice (the “Closing
Date”), if the Remaining Shareholder wishes to buy the Transfer Assets at
the Third Party Offer Price, it shall send a written notice to the Transferring
Shareholder accepting the Offer (the “Acceptance Notice”). An Acceptance
Notice shall be irrevocable. If the Remaining Shareholder does not wish to
accept the Offer it may either send a written notice to the Transferring
Shareholder by the Closing Date declining the Offer or do nothing in which case
it shall be deemed to have declined the Offer.

 

(b)                      
If, by the Closing Date, the
Transferring Shareholder has not received an Acceptance Notice from the
Remaining Shareholder, the Transferring Shareholder shall then, subject to
Clause 14.3.3(ii)

 

13




 





 

(Tag-along), be free to accept the Third Party
Offer and sell all the Transfer Assets to the Offeror within one month of the
Closing Date at the Third Party Offer Price and on terms being no more
favourable than those of the Third Party Offer, provided that the Offeror enters
into a Deed of Adherence.

 

(c)                       
The transfer of the Transfer
Assets to the Remaining Shareholder shall be completed in accordance with Clause
16 (Terms and consequences of transfers of Shares) and the terms and
conditions of the relevant Offer. In the event of any conflict between the
provisions of Clause 16 (Terms and consequences of transfers of Shares)
and the terms and conditions of the relevant Offer, the former shall take
precedence.

 

(ii)                              
Tag-along

 

(a)                      
If the Remaining Shareholder
wishes to exit the Company pursuant to the Tag-along in Clause
14.3.1(v) (Transfer to a third party), it shall send a written
notice (the “Tag-along Notice”) to the Transferring Shareholder by the
Closing Date electing to sell all of its Shares (the “Tag-along Shares”)
and all Debt owed by the Company and/or Group Company to the Remaining
Shareholder and/or its Associated Companies (the “Tag-along Debt” and
together with the Tag-along Shares, the “Tag-along Assets”) to the
Offeror, at the same cash price as and on no less favourable terms than those
contained in the Third Party Offer, except that the Remaining Shareholder shall
have the right to request the addition of any necessary Permitted Regulatory
Conditions, or adjustments to any existing Permitted Regulatory Conditions, but
only to the extent necessary to be able to complete the transfer of the
Tag-along Assets. Provided that the Offeror shall only be obliged to purchase
the Tag-along Assets, if the Third Party Offer is for more than 50 per cent. of
the Shares, whether in a single proposed transfer or a series of proposed
transfers within six months. Transfer would, when aggregated with all other
Transfers in the six month period prior to the date of the Third Party
Offer

 

(b)                      
The Transferring Shareholder
shall then be prohibited from selling the Transfer Assets to the Offeror unless
the Offeror agrees to purchase the Tag-along Assets at the same time, at the
same cash price as and on no less favourable terms than those contained in the
Third Party Offer.

 

15                              
Default
or Change of Control

 

15.1                    
Event
of Default

 

If a Shareholder:

 

14




 





 

15.1.1           
fails to comply with its
obligations in Clause 14 (Transfers) or 16.6.2 (Further assurance)
of this Agreement (the “Material Breach EoD”);

 

15.1.2           
is subject to an Insolvency
Event (the “Insolvency EoD”); or

 

15.1.3           
is subject to any Change of
Control, provided always that a Shareholder shall not be deemed to have suffered
a Change of Control by reason only of such Shareholder’s group having undergone
a bona fide reorganisation of its business (the “Change of Control
EoD”),

 

then it shall have committed an “Event of
Default”.

 

For the purposes of this Clause 15,

 

(i)                                  
“Defaulting Shareholder”
means any Shareholder who commits an Event of Default; and

 

(ii)                               
“Non-defaulting
Shareholder” means the Shareholder other than the Defaulting
Shareholder.

 

15.2                    
Notice
of Default

 

If an Event of Default occurs, the Defaulting
Shareholder shall notify the Non-defaulting Shareholder as soon as reasonably
practicable.

 

15.3                    
Insolvency Default Notice (Call
Option)

 

In the event of
an Insolvency EoD, the Non-defaulting Shareholder may give written notice (an
“Insolvency Default Notice”) within 30 Business Days of receiving
notification of the Insolvency EoD or of becoming aware of the Insolvency EoD,
whichever is the earlier, requiring the Defaulting Shareholder, subject to the
satisfaction or waiver of any Permitted Regulatory Condition set out in the
Insolvency Default Notice, to sell all of the Shares held by the Defaulting
Shareholder together with any Debt owed by the Company and/or any Group Company
to the Defaulting Shareholder and/or its Associated Companies (together, the
“Insolvency Sale Assets”) to the Non-defaulting Shareholder at a
price equal to the Open Market Value of the Insolvency Sale Assets.

 

15.4                    
Change
of Control Default Notice (Call Option and Put Option)

 

In the event of a Change of Control EoD, the
Non-defaulting Shareholder may give written notice (a “Change of Control
Default Notice”) within 30 Business Days of receiving notification of the
Change of Control EoD or of becoming aware of the Change of Control EoD,
whichever is earlier, requiring the Defaulting Shareholder, subject to the
satisfaction or waiver of any Permitted Regulatory Condition set out in the
Change of Control Default Notice, to either:

 

15




 





 

15.4.1   
sell all the Shares held by
the Defaulting Shareholder together with any Debt owed by the Company and/or any
Group Company to the Defaulting Shareholder and/or its Associated Companies
(together, the “Change of Control Sale Assets”) to the
Non-defaulting Shareholder at a price equal to the Open Market Value of the
Change of Control Sale Assets; or

 

15.4.2   
purchase all the Shares held
by the Non-defaulting Shareholder, together with any Debt owed by the Company
and/or any Group Company to the Non-defaulting Shareholder and/or its Associated
Companies (together the “Change of Control Purchase Assets”) from the
Non-defaulting Shareholder at a price equal to the Open Market Value of such the
Change of Control Purchase Assets.

 

15.5      
Material Breach Default Notice (Call
Option and Put Option)

 

Following a Material Breach EoD, the Non-defaulting
Shareholder may give written notice (a “Material Breach Remedy Notice”)
within 30 Business Days of receiving notification of the Material Breach EoD or
of becoming aware of the Material Breach EoD, whichever is earlier, requiring
the Defaulting Shareholder to stop and/or remedy the breach causing the Material
Breach EoD within 30 Business Days of receipt of the Material Breach Remedy
Notice (the “Cure Period”). If the Defaulting Shareholder fails to remedy
or cure the breach within the Cure Period to the satisfaction of the
Non-defaulting Shareholder, the Non-defaulting Shareholder may give written
notice (a “Material Breach Default Notice”) within 30 Business Days from
the end of the Cure Period requiring the Defaulting Shareholder to
either:

 

15.5.1   
sell all the Shares held by
the Defaulting Shareholder together with any Debt owed by the Company and/or any
Group Company to the Defaulting Shareholder and/or its Associated Companies
(together, the “Material Breach Sale Assets”) to the
Non-defaulting Shareholder at a price equal to the 75 per cent. of the Open
Market Value of the Material Breach Sale Assets, subject to the satisfaction or
waiver of any Permitted Regulatory Condition set out in the Material Breach
Default Notice; or

 

15.5.2   
purchase all the Shares held
by the Non-defaulting Shareholder, together with any Debt owed by the Company
and/or any Group Company to the Non-defaulting Shareholder and/or its Associated
Companies (together the “Material Breach Purchase Assets”) from the
Non-defaulting Shareholder at a price equal to the 125 per cent. of the Open
Market Value of the Material Breach Purchase Shares.

 

15.6      
Completion of
transfer

 

The sale and purchase of the Insolvency Sale Assets,
the Change of Control Sale Assets, the Change of Control Purchase Assets, the
Material Breach Sale Assets and the Material Breach Purchase Assets shall be
made on the terms set out in Clause 16 (Terms and consequences of transfers
of Shares). In the above
cases, the Defaulting Shareholder shall be solely responsible for any Stamp Duty
payable in relation to the transfer of shares in accordance the Stamp Duty
Ordinance. The Shareholders waive
their rights of first refusal to the transfer of Shares contained in this
Agreement and the Articles to the extent necessary to give effect to this Clause
15 (Default or Change of Control).

 

15.7      
Other
breaches of the Agreement

 

If a Shareholder commits a breach of this Agreement
(other than those specified in Clause 15.1 (Event of Default) above), the
Non-defaulting Shareholder may serve written notice

 

16




 





 

upon the Defaulting Shareholder specifying the breach
and requiring the Defaulting Shareholder immediately to stop the breach and, to
the extent possible, to make good the consequences of the breach within 30
Business Days. Where the breach has prejudiced the Non-defaulting Shareholder it
may seek an immediate remedy of an injunction, specific performance or similar
order to enforce the Defaulting Shareholder’s obligations. This does not affect
the Non-defaulting Shareholder’s right subsequently to claim damages or other
compensation for breach under applicable law.

 

16         
Terms
and consequences of transfers of Shares

 

16.1      
Definitions

 

In this Clause 16 (Terms and consequences of
transfers of Shares):

 

“Buyer” means in the case of:

 

(a)         
Clause 14.3 (Transfer to a
third party), a Remaining Shareholder buying Transfer Shares; and

 

(b)         
Clauses 15.3 (Insolvency
Default Notice (Call Option)), 15.4.1 (Change of Control Default Notice
(Call Option and Put Option)) and 15.5.1 (Material Breach Default Notice
(Call Option and Put Option)) a Non-defaulting Shareholder buying the
Shares; and

 

(c)          
Clause 15.4.2 (Change of
Control Default Notice (Call Option and Put Option)) or Clause 15.5.2
(Material Breach Default Notice (Call Option and Put Option)), the
Defaulting Shareholder.

 

“Relevant Notice” means in the case
of:

 

(a)         
Clause 14 (Transfers), the
Transfer Notice or the Exit Notice as applicable; and

 

(b)         
Clause 15 (Default or Change
of Control), the Insolvency Default Notice, Change of Control Default Notice
or the Material Breach Default Notice as applicable.

 

“Relevant Securities” means in the case
of:

 

(a)         
Clause 14 (Transfers), the
Transfer Assets or the Exit Assets as applicable; and

 

(b)         
Clause 15 (Default or Change
of Control), the Insolvency Sale Assets, the Change of Control Sale Assets,
the Change of Control Purchase Assets, the Material Breach Sale Assets or the
Material Breach Purchase Assets, as applicable.

 

“Relevant Time” means in the case of:

 

(a)         
With respect to Clause 14.3.2
(Issue of Transfer Notice to Remaining Shareholder), the date of the
Acceptance Notice; and

 

(b)         
Clause 15 (Default or Change
of Control), the date of the notice of determination of the Open Market
Value pursuant to Clause 17.1 (Determination)

 

“Selling Shareholder” means in the case
of:

 

(a)         
Clause 14.3 (Transfer to a
third party), the Transferring Shareholder;

 

(b)         
Clause 15.3 (Insolvency
Default Notice (Call Option)), Clause 15.4.1 (Change of Control Default
Notice (Call Option and Put Option)) or Clause 15.5.1 (Material


 

17




 





 

Breach Default Notice (Call Option
and Put Option)), the
Defaulting Shareholder; and

 

(c)          
Clause 15.4.2 (Change of
Control Default Notice (Call Option and Put Option)) or Clause 15.5.2
(Material Breach Default Notice (Call Option and Put Option)), the
Non-defaulting Shareholder selling the Shares.

 

16.2      
Completion of
transfer

 

Any transfer of Relevant Securities made under the
provisions of Clauses 14 (Transfers) and 15 (Default or Change of
Control) (except by a Transferring Shareholder or a Remaining Shareholder to
an Offeror under Clause 14.3.3(i)(b) or 14.3.3(ii) which shall be made
as agreed with the Offeror) shall be made in accordance with the following terms
set out in this Clause 16.2 (Completion of transfer).

 

16.2.1   
The Selling Shareholder and
the Buyer shall have the right to request the addition of any necessary
Permitted Regulatory Conditions or adjustments to existing Permitted Regulatory
Conditions, but only to the extent necessary to be able to complete the transfer
of the Relevant Securities.

 

16.2.2   
Each of the Selling
Shareholder and the Buyer shall use reasonable endeavours to ensure the
satisfaction of any Permitted Regulatory Condition applying to it as soon as
possible.

 

16.2.3   
If any of the Permitted
Regulatory Conditions is not satisfied or waived 60 Business Days or, in the
case of a regulatory approval, 150 Business Days, after service of the Relevant
Notice, then the Relevant Notice, shall lapse.

 

16.2.4   
If the Relevant Notice is a
Transfer Notice, then the Transfer Shares shall be offered to the Offeror who
had previously made a Third Party Offer but was unable to proceed as a result of
the rights of first refusal contained in Clause 14.3.2 (Transfer to a third
party).

 

16.2.5   
Completion of the transfer of
the Relevant Securities shall take place, in the case of Clause 14.3.2
(Transfer to a third party), 10 Business Days after the Relevant Time
and, in the case of Clause 16, 10 Business Days after the Relevant Time or the
date of satisfaction or waiver of all Permitted Regulatory Conditions (whichever
is the later) (the “Transfer Date”) and at such reasonable time and place
as the Selling Shareholder and the Buyer shall agree or, failing which, at
11.00 a.m. at the registered office of the Company.

 

16.2.6   
On or before the Transfer
Date the Selling Shareholder shall deliver to the Buyer in respect of the
Relevant Securities:

 

(i)          
duly executed instruments for
share transfer and the sold
note in respect of the
Relevant Securities duly executed by the Selling Shareholder
as the registered and beneficial holder thereof and as transferor in favour of
the Buyer as transferee;

 

(ii)         
any relevant share certificates
(or provide an express indemnity in a form satisfactory to the Buyer in the case
of any certificate found to be missing);

 

(iii)        
any other document which may be
required to enable the Buyer to obtain the effective Transfer of the Shares to
it and to be registered as the holder thereof; and

 

18




 





 

(iv)        
a power of attorney or proxy form
in such form and in favour of such person as the Buyer may nominate to enable
the Buyer to exercise all rights of ownership including, without limitation,
voting rights.

 

(v)         
where applicable, a certified true copy of the board resolution
of the Selling
Shareholder approving the sale of
the  Relevant
Securities to the Buyer;

 

(vi)        
a certified true copy of the
board resolution of the Company subject to the stamping of the relevant transfer
forms, approving the transfer of the Relevant
Securities  and the
registration of the Relevant
Securities in the name of the
Buyer
upon presentation of the instruments of transfer to the Board of the
Company;

 

(vii)       
original letters of resignations
of the Directors of the Company nominated
by the Selling Shareholder (if any);

 

(viii)      
a cheque for the Stamp Duty payable (in respect of the agreed share
of the Stamp Duty payable if the transfer is contemplated by Clause 14 or in
respect of the whole amount of Stamp Duty payable if the transfer is
contemplated by Clause 15).

 

16.2.7   
Against delivery of the
documents referred to in Clause 15.6 (Completion of transfer), the Buyer
shall pay the total consideration due for the Relevant Securities to the Selling
Shareholder by 5 p.m. (Hong Kong time) on the Transfer Date.

 

16.3      
Business to be run as going
concern

 

The Shareholders shall do all things within their power
to ensure that the Business continues to be run as a going concern during the
period between the service of any notice pursuant to Clauses 14
(Transfers) to 16 (Terms and consequences of transfers of Shares)
and the completion of any transfers of Shares.

 

16.4      
Transfer terms

 

Any sale and/or transfer of Shares under Clauses 14
(Transfers) to 16 (Terms and consequences of transfers of Shares)
shall be on terms that those Shares:

 

16.4.1   
are transferred free from all
Encumbrances (other than those created under this Agreement and the Articles);
and

 

16.4.2   
are transferred with the
benefit of all rights attaching to them as at the date of the relevant
transfer.

 

16.5      
Registration

 

Each of the Shareholders shall procure (insofar as
permitted by local law) that a Transfer of Shares is not approved or registered
unless this Agreement and the Articles have been complied with.

 

16.6      
Further
assurance

 

16.6.1   
Each of the Shareholders
shall use reasonable endeavours to effect a transfer of Shares in accordance
with the terms of this Agreement and the Articles as quickly as is practicable
and in any event within any time period specified in this Agreement.

 

19




 





 

16.6.2   
Each of the Shareholders
shall procure that the Directors nominated by it exercise their voting rights to
pass a resolution of the Board to approve any Transfer of Shares which complies
with this Agreement.

 

16.7      
Debt
and guarantees

 

16.7.1   
Release of
guarantees

 

Where a Selling Shareholder Transfers its Shares to a
Buyer, the Buyer shall, and shall procure that the Company shall use reasonable
endeavours to procure the release of any guarantees, indemnities, security or
other comfort given by the Selling Shareholder to or in respect of the Company
or its Business and, pending such release, shall indemnify the Selling
Shareholder in respect of them.

 

16.7.2   
Loans owed by the Selling
Shareholder to the Company

 

(i)          
The Transfer of any of the Shares
held by a Selling Shareholder to a Buyer or an Offeror is conditional upon the
repayment pro rata to the Shares to be transferred, if applicable, of all Debt
owed by the Selling Shareholder and/or its Associated Companies to the Company
and/or any Group Company or the novation of the same to the Buyer or the
Offeror, as the case may be, and the agreement of the Buyer or the Offeror, as
the case may be, to be bound by the terms and obligations of all such
Debt.

 

(ii)         
Any assumption of the obligations
of a Selling Shareholder by the Buyer or the Offeror, as the case may be, is
without prejudice to the right of either the Buyer, the Offeror, the Company
and/or any Group Company to claim from the Selling Shareholder in respect of
liabilities arising prior to the date of the transfer of the relevant
Shares.

 

16.8      
Deed of
Adherence

 

The Shareholders shall procure that no person other
than an existing Shareholder acquires any Shares unless it enters into a Deed of
Adherence agreeing to be bound by this Agreement as a Shareholder and any other
agreements entered into in connection with the Business as a Shareholder. The
Shareholders agree that in signing a Deed of Adherence such person shall have
the benefit of the terms of this Agreement and shall be a Party to this
Agreement.

 

16.9      
Removal
of appointees

 

If a Shareholder ceases to be a Shareholder it shall,
and it shall procure that all its appointees to the Board and to the board of
directors of any Group Company shall, do all such things and sign all such
documents as may otherwise be necessary to ensure the resignation or dismissal
of such persons from such appointments in a timely manner in accordance with
Clause 9 (Removal of Directors).

 

16.10   
Interest

 

Any purchase money payable to a Transferring
Shareholder shall, to the extent that it is not paid to, or to the order of, the
Transferring Shareholder on or before the appropriate completion date, bear
interest against the Buyer at the rate of one per cent over the base lending
rate from time to time of [Bank of
Tokyo-Mitsubishi UFJ Limited, Bangkok branch] calculated on a daily basis from such date
until the Transferring Shareholder is reimbursed by the Buyer.

 

20




 





 

17         
Determination of Open Market
Value

 

17.1      
Determination

 

17.1.1   
Where the value of the Shares
(the “Open Market Value”) is to be determined in accordance with Clause
15 (Default or Change of Control), the Shareholders shall have 30
Business Days from the date of the relevant Default Notice to come to an
agreement on the Open Market Value of such Shares based on the method set out in
Clause 17.1.2 (Determination).

 

17.1.2   
If the Shareholders are
unable to reach an agreement on the Open Market Value within the time specified
in Clause 17.1.1 (Determination) then they shall have 20 Business Days
(the “Appointment Period”) to appoint the corporate finance team of a
firm of accountants (which may be the Company’s auditors) or an independent
investment bank (the “Valuers”) to value the Shares. If the Shareholders
cannot agree on a firm of accountants or independent investment bank within the
Appointment Period then the Valuers shall be appointed by the chairman of the
SIAC for the time being at the request of any Shareholder.

 

17.1.3   
The Valuers shall determine
the Open Market Value within 45 Business Days of their appointment and shall
notify the Shareholders of their determination within one Business Day of the
same. The fees of the Valuers shall be borne by the Shareholders in the
Shareholding Proportion.

 

17.1.4   
The Valuers shall act as
experts and not as arbitrators and their determination shall be final and
binding on the Parties (in the absence of manifest error in which case the
determination shall be void and shall be remitted to the Valuers for
correction).

 

17.1.5   
The Shareholders shall
procure that the Valuers have such access to the accounting records and other
relevant documents of the Company and any Group Company as they may reasonably
require, subject to such confidentiality obligations as the Shareholders may
consider appropriate.

 

17.2      
Method

 

17.2.1   
The Open Market Value as at
the date of the Insolvency Default Notice, Material Breach Default Notice or
Change of Control Default Notice, as appropriate, shall be determined on the
following assumptions and bases:

 

(i)          
valuing the Shares to be sold on
the basis of an arm’s length sale between a willing seller and a willing buyer
who are acting knowledgeably, prudently and without compulsion;

 

(ii)         
if the Group is then carrying on
business as a going concern, on the assumption that it will continue to do
so;

 

(iii)        
that the Shares to be sold are
capable of being transferred without restriction; and

 

(iv)        
valuing the Shares to be sold as
a rateable proportion of the total value of all the Shares without any premium
or discount being attributed to the class of the Shares to be sold or the
percentage of the issued share capital of the Company which they
represent.

 

17.2.2   
The Valuers shall be entitled
to make the following adjustments:

 

21




 





 

(i)          
they may determine the Open
Market Value to reflect any other factors which they reasonably believe should
be taken into account; and

 

(ii)         
if they encounter any difficulty
in applying any of the assumptions or bases set out in this Clause 17.2
(Method) then they may resolve that difficulty in such manner as they
shall in their absolute discretion think fit.

 

18         
Duration, termination and
survival

 

18.1      
Duration and
termination

 

This Agreement shall continue in full force and effect
without limit in time until the earlier of:

 

18.1.1   
the Shareholders agreeing in
writing to terminate it;

 

18.1.2   
the date on which all of the
Shares, to the extent remaining in issue, are owned by one Shareholder;
and

 

18.1.3   
an effective resolution is
passed or a binding order is made for the winding-up of the Company (other than
to effect an amalgamation),

 

save for the Surviving Provisions which shall continue
in force after termination.

 

18.2      
Termination

 

Termination of this Agreement shall be without
prejudice to any liability or obligation in respect of any matters, undertakings
or conditions which shall not have been observed or performed by the relevant
Party prior to such termination.

 

19         
Confidentiality

 

19.1      
Confidential
Information

 

Subject to Clause 19.2 (Exclusions), each
Shareholder shall use reasonable endeavours to keep confidential and to procure
that its respective Associated Companies and their respective officers,
employees, agents and advisers keep confidential the following (the
“Confidential Information”):

 

19.1.1   
all communications between
them and the Group;

 

19.1.2   
all information and other
materials supplied to or received by any of them from the Group which are either
marked “confidential” or are by their nature intended to be for the knowledge of
the recipient alone; and

 

19.1.3   
any information relating
to:

 

(i)          
this Agreement, the Business and
the customers, assets or affairs of the Group, all information concerning the
business transactions and/or financial arrangements of the Group; and

 

(ii)         
the customers, business, assets
or affairs of a Shareholder or its Associated Companies and all information
concerning the business transactions and/or financial arrangements of a
Shareholder or its Associated Companies;

 

and shall not use any Confidential Information for its
own business purposes or disclose any Confidential Information to any third
party without the consent of the other Shareholder.

 

22




 





 

19.2      
Exclusions

 

19.2.1   
Clause 19.1 (Confidential
Information) shall not prohibit disclosure or use of any information if and
to the extent:

 

(i)          
the information is or becomes
publicly available (other than by breach of this Agreement);

 

(ii)         
the other party has given prior
written approval to the disclosure or use;

 

(iii)        
information about the Group which
the Board has confirmed in writing to the Shareholders is not
confidential;

 

(iv)        
the information is independently
developed by a party after the date of this Agreement;

 

(v)         
the disclosure or use is required
by law, any governmental or regulatory body or any stock exchange on which the
shares of either party or any of its Associated Companies is listed (including
where this is required as part of any actual or potential offering, placing
and/or sale of securities of that party or any of its Associated
Companies);

 

(vi)        
the disclosure or use is required
for the purpose of any judicial or arbitral proceedings arising out of this
Agreement or any documents to be entered pursuant to it;

 

(vii)       
the disclosure of information to
any Tax Authority to the extent such disclosure is reasonably required for the
purposes of the tax affairs of the Shareholder concerned or any of its
Associated Companies; or

 

(viii)      
the disclosure of information by
a Shareholder to its Associated Companies, directors, employees or professional
advisers on a need to know basis and on terms that such parties undertake to
comply with the provisions of this Clause 19 (Confidentiality) as if they
were a party to this Agreement,

 

(ix)        
the disclosure of information on
a confidential basis to a bona fide third party or professional advisers or
financiers of such third party wishing to acquire Shares from a Shareholder in
accordance with the terms of this Agreement to the extent that any such persons
need to know the information for the purposes of considering, evaluating,
advising on or furthering the potential purchase provided that no such
disclosure shall be made unless:

 

(a)       
such person has agreed to be
bound to observe the restrictions under this Clause 19 (Confidentiality)
to which the Shareholder concerned is subject; and

 

(b)       
the package of information being
disclosed has been approved by the non-transferring Shareholder (such approval
not to be unreasonably withheld or delayed);

 

provided that prior to disclosure or use of any
information pursuant to Clause 19.2.1(v) or (vi), the party concerned shall
consult with the other party insofar as is reasonably practicable.

 

23




 





 

19.3      
Damages
not an adequate remedy

 

Without prejudice to any other rights or remedies which
a Shareholder may have under this Agreement or the Articles, the Shareholders
acknowledge and agree that damages would not be an adequate remedy for any
breach of this Clause 19 (Confidentiality) and the remedies of
injunction, specific performance and other equitable relief are appropriate for
any threatened or actual breach of any such provision and no proof of special
damages shall be necessary for the enforcement of the rights under this Clause
19 (Confidentiality).

 

19.4      
Duration of Confidentiality
Obligations

 

The obligations contained in this Clause 19
(Confidentiality) shall for two years after the termination of this
Agreement.

 

PART H
— GENERAL

 

20         
General

 

20.1      
Governing law and submission to
jurisdiction

 

20.1.1   
This Agreement and any
non-contractual obligations arising out of or in connection with it shall be
governed by and construed in accordance with the laws of Hong Kong.

 

20.1.2   
Any dispute arising out of or
in connection with this Agreement, including any question regarding its
existence, validity or termination, shall be referred to and finally resolved by
arbitration in Singapore at the SIAC in accordance with the SIAC Rules, which
rules are deemed to be incorporated by reference in this Clause 20.1.
(Governing law and submission to jurisdiction). The tribunal shall
consist of one arbitrator. If the relevant Parties are unable to agree on the
appointment of the arbitrator, the appointment shall be made by the chairman for
the time being of the SIAC. The language of the arbitration shall be
English.

 

20.1.3   
Notwithstanding Clause 20.1.2
(Governing law and submission to jurisdiction), any Party may at any time
seek interlocutory, provisional or interim relief or remedies, any order in aid
of proceedings pursuant to Clause 20.1.2 (Governing law and submission to
jurisdiction) or enforcement of any arbitral award, order, relief or remedy
obtained in arbitration pursuant to Clause 20.1.2 (Governing law and
submission to jurisdiction) from the courts of Singapore or any other court
of competent jurisdiction.

 

20.2      
Notices

 

20.2.1   
Any notice or other
communication in connection with this Agreement (each, a “Notice”) shall
be in writing in English and shall be sufficiently given or served if delivered
or sent in accordance with this Clause 20.2 (Notices).

 

20.2.2   
A Notice to Cavi shall be
sent to it at the following address, or such other person or address as Cavi may
notify to the other Parties from time to time:

 

Cavi Limited

 

14th Floor South China Building

 

1-3 Wyndham Street Central Hong Kong

 

24




 





 

Email: [·]

 

Attention: [·]

 

20.2.3   
A Notice to C-Asia shall be
sent to it at the following address, or such other person or address as C-Asia
may notify to the other Parties from time to time:

 

C-Distribution Asia Pte. Ltd.

 

50 Raffles Place, #32-01, Singapore Land Tower,
Singapore 048623

 

Email: adeponsay@groupe-casino.fr

 

Attention: Alexis de Ponsay, Director

 

20.2.4   
Any Notice may be delivered
by hand or sent by courier using a reputable courier company or email. Without
prejudice to the foregoing any Notice shall conclusively be deemed to have been
received at the time of delivery if delivered by hand or courier and at the time
of sending, if sent by email, provided that receipt shall not occur if the
sender receives an automated message indicating that the email has not been
delivered to the recipient.

 

20.3      
Whole
agreement and remedies

 

20.3.1   
This Agreement contains the
whole agreement between the Parties relating to the subject matter of this
Agreement at the date of this Agreement to the exclusion of any terms implied by
law which may be excluded by contract and supersedes any previous written or
oral agreement between the Parties in relation to the matters dealt with in this
Agreement.

 

20.3.2   
Each Party agrees and
acknowledges that:

 

(i)          
in entering into this Agreement,
it is not relying on any representation, warranty or undertaking not expressly
incorporated into it.

 

(ii)         
its only right and remedy in
relation to any representation, warranty or undertaking made or given in
connection with this Agreement shall be for breach of the terms of this
Agreement and each of the Parties waives all other rights and remedies
(including those in tort or arising under statute) in relation to any such
representation, warranty or undertaking.

 

20.3.3   
In this Clause 20.3 “this
Agreement” includes all documents entered into pursuant to this
Agreement.

 

20.3.4   
Nothing in this Clause 20.3
excludes or limits any liability for fraud.

 

20.4      
Conflict with the
Articles

 

In the event of any ambiguity, conflict or discrepancy
between the provisions of this Agreement and the Articles, it is intended that
the provisions of this Agreement shall prevail and accordingly the Parties shall
exercise all voting and other rights and powers available to them so as to give
effect to the provisions of this Agreement and shall further if necessary
procure any required amendment to the Articles to the extent permissible under
the applicable Laws.

 

25




 





 

20.5      
No
Partnership

 

Nothing in this Agreement shall be deemed to constitute
a partnership between the Parties hereto or constitute any Party the agent of
any other Party for any purpose.

 

20.6      
Release
etc.

 

Any liability owing from any Shareholder under this
Agreement may in whole or in part be released, compounded or compromised or time
or indulgence given by a Shareholder in its absolute discretion without in any
way prejudicing or affecting its rights against the other Shareholder under the
same or a like liability, whether joint and several or otherwise, or the rights
of the other Shareholder.

 

20.7      
Survival of Rights, Duties and
Obligations

 

Termination of this Agreement for any cause shall not
release a Party from any liability which at the time of termination has already
accrued to another Party or which thereafter may accrue in respect of any act or
omission prior to such termination.

 

20.8      
Waiver

 

No failure of any Shareholder to exercise, and no delay
by it in exercising, any right or remedy under this Agreement (a “Right”)
shall operate as a waiver of that Right, nor shall any single or partial
exercise of any Right preclude any other or further exercise of that Right or
the exercise of any other Right. The Rights provided in this Agreement are
cumulative and not exclusive of any other Rights (whether provided by law or
otherwise). Any express waiver of any breach of this Agreement shall not be
deemed to be a waiver of any subsequent breach.

 

20.9      
Variation

 

No amendment to this Agreement shall be effective
unless in writing and signed by or on behalf of each of the Parties.

 

20.10    
No
assignment

 

20.10.1  Except as otherwise expressly provided in this
Agreement, none of the Parties may without the prior written consent of the
other, assign, grant any security interest over, hold on trust or otherwise
transfer the benefit of the whole or any part of this Agreement.

 

20.10.2  This Agreement shall be binding on the Parties
and their respective successors and assigns.

 

20.11    
Further
Assurance

 

Each of the Parties shall (i) from time to time
execute such documents and perform such acts and things as any Party may
reasonably require from time to time in order to carry out the intended purpose
of this Agreement; (ii) vote its Shares so as to give full effect to this
Agreement; (iii) cause each Director nominated by it to take all steps
necessary to carry out the intended purposes of this Agreement; and
(iv) use reasonable endeavours to procure that any necessary third party
shall execute such documents and do such acts and things as may reasonably be
required in order to carry out the intended purpose of this
Agreement.

 

26




 





 

20.12    
Invalidity/severance

 

20.12.1  If any provision in this Agreement shall be
held to be illegal, invalid or unenforceable, in whole or in part, the provision
shall apply with whatever deletion or modification is necessary so that the
provision is legal, valid and enforceable and gives effect to the commercial
intention of the Parties.

 

20.12.2  To the extent it is not possible to delete or
modify the provision, in whole or in part, under Clause 20.12.1
(Invalidity/severance), then such provision or part of it shall, to the
extent that it is illegal, invalid or unenforceable, be deemed not to form part
of this Agreement and the legality, validity and enforceability of the remainder
of this Agreement shall, subject to any deletion or modification made under
Clause 20.12.1 (Invalidity/severance), not be affected.

 

20.13    
Counterparts

 

This Agreement may be entered into in any number of
counterparts, all of which taken together shall constitute one and the same
instrument. Any Party may enter into this Agreement by executing any such
counterpart.

 

20.14    
Costs

 

Each Party shall bear all costs incurred by it in
connection with the preparation, negotiation and execution of this
Agreement.

 

27




 





 

This
Agreement has been signed on the date stated at the beginning of this
Agreement.

 

 

	
      SIGNED by [·] for and on behalf of Cavi
    Limited:
	
      

	
       
	
       

	
       
	
       

	
      SIGNED by [·] for and on behalf of C-Distribution   Asia Pte.
      Ltd.:
	
      




 

28




 





 

Schedule 1
Deed
of Adherence
 (Clause 16.8)

 

This
Deed of Adherence is made on
[date] by
[            ], a
company incorporated [in
[         ] /under the laws of
[       ]] under registered number
[            ] whose
[registered/principal office is at
[            ]] (the
“New Shareholder”).

 

Recitals:

 

(A)        
The New Shareholder is the
transferee of [state the number of shares] shares ([the “Transferred
Shares”/”Subscribed Shares”]) in the issued capital of E-Cavi Limited (“the
Company”) [by virtue of the instrument(s) of
transfer in respect thereof executed by [state the name of the
Transferor]].

 

(B)        
This Deed of Adherence is entered
into in compliance with Clause 16.8 (“Deed of Adherence”) of a shareholders’ agreement made on [date] between (1) Cavi Limited and
(2) C-Distribution Asia Pte. Ltd. as such agreement has been or may be
amended, supplemented or novated from time to time (the
“Agreement”).

 

It
is agreed as
follows:

 

1            
The New Shareholder confirms
that it has been supplied with and has read a copy of the Agreement and in
consideration of and upon the registration in the Company’s register of
shareholders of the New Shareholder as the holder of the Transferred/ Subscribed Shares,
the New Shareholder will, subject
to paragraph 2 below, as from the date of registration of the New Shareholder as
holder of the Transferred/
Subscribed Shares, be bound by,
and be entitled to the benefit of, all the terms and conditions of the Agreement
which are applicable to a Shareholder in all respects as if it had been a party
thereto.

 

2            
Where the New Shareholder holds transferred
shares in the Company purchased
from any Shareholder, the New
Shareholder will be bound by, and be entitled to the benefit of, all the terms
and conditions of the Agreement which are applicable to such Shareholder in all
respects as if it had been a party thereto.

 

3            
Save as defined otherwise in
this Deed, all defined terms used in this Deed shall have the same meaning as
set out in the Agreement.

 

4            
This Deed is made for the
benefit of (a) the original Parties to the Agreement and (b) any other
person or persons who after the date of the Agreement (and whether or not prior
to or after the date of this Deed) adhere to the Agreement.

 

5            
The address and fax number of
the New Shareholder for the purposes of Clause 20.2 (Notices) of the
Agreement are as follows: [insert address and
fax numbers].

 

6            
Clause 20.1 (Governing law
and submission to jurisdiction) of the Agreement shall apply to this Deed as
if set out in full herein.

 

29




 





 

In
witness of which this Deed
has been signed as a deed on the date stated at the beginning of this
Deed.

 

	
      SEALED
      with the COMMON SEAL of
      [·]

      and signed by [·]

      in the   presence of :-
	
      

	
       
	
       

	
      Or
	
       

	
       
	
       

	
      SIGNED, SEALED and DELIVERED

      by [·]

      in the presence of :-
	
      




 

30




 





 

Schedule 2
 Board Reserved
Matters
 (Clause 7)

 

The
following matters require the agreement or approval of a Board Super Majority in
accordance with Clause 7 (Board Reserved Matters):

 

1.           
suspension or cessation of
any activity of the Company, the value of which exceeds the higher of €10
million and 20 per cent. of the gross asset value in the consolidated accounts
of the Company; and

 

2.           
acquisition or disposal of
business/asset, the value of which exceeds the higher of €10 million and 20 per
cent. of the gross asset value in the consolidated accounts of the
Company.

 

31




 





 

Schedule 3
 Shareholder Reserved
Matters
 (Clause 12)

 

The
following matter requires the prior written consent of the Shareholders as a
Shareholder Reserved Matter in accordance with Clause 12 (Shareholder
Reserved Matters):

 

1.           
change of business purpose of
the Company;

 

2.           
any amendment to or
alteration of the Articles;

 

3.           
the dissolution or voluntary winding up of the Company;

 

4.           
the amalgamation of the
Company with any other company; and

 

5.           
the issue of new shares as
fully or partly paid up otherwise than for cash.

 

32




 





 

SCHEDULE 3.1 (I)

 

AGREED FORM OF DROP DOWN
CORPORATE RESOLUTIONS

 




 





 

NOVA
PONTOCOM COMÉRCIO ELETRÔNICO S.A.

 

CPNJ/MF (Corporate Taxpayers’ Registry) No
09.358.108/0001-25
 NIRE (Board of Trade Company Registration ID) No
35.300.386.540

 

MINUTES OF THE BOARD OF DIRECTORS
MEETING 
 HELD ON [JULY 21], 2014

 

1.                                  
DATE,
TIME AND PLACE: On
[July 21], 2014 at [09:00] [am], at the head offices of Nova Pontocom
Comércio Eletrônico S.A. (“Company”), in the City of São Paulo, State of
São Paulo, at Rua Gomes de Carvalho, 1609/1617, 6th floor.

 

2.                                  
NOTICE
AND ATTENDANCE: Notice of the meeting was duly given under
Article 15 of the Company’s Bylaws. The following members of the Board of Directors
were present: [Alberto Ribeiro
Guth, Eduardo Khair Chalita, Eduardo Vasconcelos Leônidas, Líbano Miranda
Barroso, Ronaldo Iabrudi dos Santos Pereira and Vitor Fagá de
Almeida].

 

3.                                  
CHAIR:
Chairman: Mr. [Líbano Miranda Barroso];
Secretary: Mrs. [Ana Paula Tarossi].

 

4.                                  
AGENDA:
Resolve on
(i) the approval of the contribution of the operating assets and
liabilities described in the appraisal report attached hereto as
Exhibit I, prepared by the specialized firm Magalhães Andrade S/S
Auditores Independentes (“Magalhães Andrade”), into the share capital of
its wholly-owned subsidiary Bruxelas Empreendimentos e Participações S.A.; and
(ii) the authorization for the officers of the Company to perform
all acts necessary to implement the resolution provided for in item
(i) above.

 

5.                                  
RESOLUTION: Opening the session by the Chairman, the members of
the Board of Directors discussed the items of the Agenda and resolved on the
following:

 

(i)                                  
Approve the contribution of the
operating assets and liabilities described in the appraisal report attached
hereto as Exhibit I, into the share capital of its wholly-owned
subsidiary Bruxelas Empreendimentos e Participações S.A., in the amount of
BRL[·] ([·] Brazilian Reais), appraised by Magalhães Andrade at book value in
accordance with the applicable accounting principles, based on the balance sheet
drawn up on [July 20], 2014, also attached hereto in Exhibit I;
and

 

(ii)                               
Ratify all acts performed by the
Company’s Board of Officers until the date hereof in connection with the
resolution described in item (i) above, as well as authorize the officers
of the Company to perform all acts necessary for its implementation.

 

6.                                  
CLOSING: The
Chairman allowed all to speak, as necessary. With no further comments to be
added, the meeting was declared suspended for the time required to draw up these
minutes, which, after being read and approved, were duly signed by all those
present.

 

7.                                  
SIGNATURES: [Alberto Ribeiro Guth, Eduardo Khair Chalita, Eduardo
Vasconcelos Leônidas, Líbano Miranda Barroso, Ronaldo Iabrudi dos Santos Pereira
and Vitor Fagá

 




 





 

de Almeida] Chair: Chairman:
Mr. [Líbano Miranda
Barroso]; Secretary: Mrs. [Ana Paula Tarossi].

 

8.                                  
CERTIFICATE: I hereby declare that these minutes are a true copy of
the minutes drawn down in the Company’s Board of Directors Meetings
book.

 

	
       
	
      São Paulo,
      [July 21],   2014.
	
       

	
       
	
       
	
       

	
       
	
       
	
       

	
       
	
       
	
       

	
       
	
      [·]
	
       

	
       
	
      Secretary
	
       




 

2




 





 

EXHIBIT I
APPRAISAL
REPORT

 




 





 

BRUXELAS EMPREENDIMENTOS E
PARTICIPAÇÕES S.A.

 

CPNJ/MF (Corporate Taxpayers’ Registry) No
07.170.938/0001-07
 NIRE (Board of Trade Company Registration ID) No
35.300.320.573

 

MINUTES OF THE EXTRAORDINARY
SHAREHOLDERS’ MEETING
 HELD ON [JULY 21], 2014

 

1.                                  
DATE,
TIME AND PLACE: On
[July 21], 2014 at [10:00] [am], at the head offices of Bruxelas
Empreendimentos e Participações S.A. (“Company”), in the City of São
Paulo, State of São Paulo, Avenida Brigadeiro Luis Antônio, 3172, 2nd floor, Postal Code 01402-000.

 

2.                                  
NOTICE
AND ATTENDANCE: The calling
formalities of the meeting were waived with due compliance of Article 124,
Paragraph 4, of Law No 6,404/76 (“Brazilian Corporations Law”), in light
of the attendance of the sole shareholder representing the totality of the share
capital of the Company. Also present members of the Company’s Board of Officers
and representatives of Magalhães
Andrade S/S Auditores Independentes.

 

3.                                  
CHAIR:
Chairman: Mr. [·];
Secretary: Mr. [·].

 

4.                                  
AGENDA: Resolve on (i) the
increase of the Company’s share capital in the amount of BRL[·] ([·] Brazilian Reais), hence increasing the
Company’s current share capital from BRL10,000.00 (ten thousand Brazilian Reais)
to BRL[·]
([·] Brazilian Reais), upon the issuance of
[·] ([·]) new common shares, registered and with no
par value (“Shares”), at an issuance price of BRL[·]
([·] Brazilian Reais), each, set based on the
share net worth, in accordance
with Article 170, Paragraph 1, of the Brazilian Corporations Law;
(ii) the subscription and payment form of the Shares to be issued;
(iii) the ratification of the engagement of the specialized firm
Magalhães Andrade S/S Auditores
Independentes (“Magalhães Andrade”) to appraise the assets to be
contributed by Nova Pontocom Comércio Eletrônico S.A. (“Nova Pontocom”)
into the Company’s share capital, for purposes of paying in the shares to be
issued in the capital increase provided for in item (ii) above, and
appreciation of the appraisal report prepared by Magalhães Andrade
(“Appraisal Report”), in accordance with Article 8 of the Brazilian
Corporations Law; (iv) the amendment to Article 5 of the
Company’s Bylaws, in order to reflect the new number of shares representing the
Company’s share capital, in the
event of approval of the proposal provided for in item (i) above; and
(v) the restatement of the Company’s Bylaws in the event of approval
of the proposal provided for in item (iv) above.

 

5.                                  
INFORMATION OF THE BOARD OF
OFFICERS: The Board of
Officers submitted to the Company’s shareholder the Appraisal Report prepared by
Magalhães Andrade, containing the appraisal of the operating assets and
liabilities to be contributed into the share capital by the shareholder Nova
Pontocom, and informed the representatives of Magalhães Andrade were present at
the meeting to provide any necessary clarification to the
shareholder.

 




 





 

6.                                  
RESOLUTION: After the installation of the Meeting and the
discussions of the items of the Agenda, the Company’s shareholder resolved on
the following:

 

(i)                                  
Approve the increase of the Company’s share capital in the
amount of BRL[·]
([·] Brazilian Reais), hence increasing the
Company’s current share capital from BRL10,000.00 (ten thousand Brazilian Reais)
to BRL[·]
([·] Brazilian Reais), upon the issuance of
[·] ([·]) Shares, at an issuance price of
BRL[·] ([·] Brazilian Reais) each, fixed based on the
share net worth, in accordance
with Article 170, Paragraph 1, of the Brazilian Corporations Law, fully
subscribed by the sole shareholder Nova Pontocom, as
set forth in the Subscription
Bulletin, attached here to as Exhibit I;

 

(ii)                               
Approve the payment of the
capital increase subscribed by Nova Pontocom by means of contribution of the
operating assets and liabilities described in the Appraisal Report, in the total
amount of BRL[·]
([·] Brazilian Reais) (“Operational Assets and
Liabilities”), appraised by Magalhães Andrade at book value in accordance
with the applicable accounting principles, based on the balance sheet of Nova
Pontocom drawn up on [July 20], 2014, also attached hereto in
Exhibit II, which was hereby approved with no reservations and
initialed by the Company. As a result of the Operational Assets and Liabilities
contribution, the operation assets and liabilities set forth in
Exhibit II are hereby fully transferred to the Company, which takes
on, from the date hereof, all rights and obligations of Operational Assets and
Liabilities;

 

(iii)                            
Ratify the appointment of the
specialized company hired to appraise the Operational Assets and Liabilitiesto
be contributed into the Company’s share capital, namely: Magalhães Andrade S/S
Auditores Independentes, enrolled with the National Corporate Taxpayers Register
of the Ministry of Finance (CNPJ/MF) No 62.657.242/0001-00, with office
in the City of São Paulo, State of São Paulo, at Avenida Brigadeiro Faria Lima,
1893, 6th floor, Postal Code 01452-001, as well as
approve the Appraisal Report prepared by Magalhães Andrade, the value of which
was dully accepted by the subscriber Nova Pontocom, in accordance with
Article 8, Paragraph 2, of the Brazilian Corporations Law;

 

(iv)                           
Considering the resolution
provided for in item (i) above, approve the amendment to Article 5 of
the Company’s Bylaws in order to reflect the new number of shares representing
the Company’s share capital, which shall henceforth read as follows:

 

“Article 5.                                              
The share capital is of
BRL[·] ([·] Brazilian Reais), divided into
[·] ([·]) registered common shares, with
no par value.”

 

(v)                              
Considering the resolution
provided for in item (iv) above, approve the restatement of the Company’s
Bylaws which shall become effective as provided for in
Exhibit III.

 

7.                                  
DOCUMENTS FILED AT THE HEAD
OFFICES:
Appraisal Report, Subscription Bulletin; and restated Bylaws.

 

8.                                  
CLOSING: The
Chairman allowed all to speak, as necessary. With no further comments to be
added, the meeting was declared suspended for the time required to drawn up
of

 

2




 





 

these minutes, which, after being read and approved,
were duly signed by all those present.

 

9.                                  
SIGNATURES: Nova Pontocom Comércio Eletrônico S.A. and [representatives of Magalhães Andrade]
Chair: Chairman: Mr. [·];
Secretary: Mr. [·].

 

10.                           
CERTIFICATE: I hereby declare that these minutes are a true copy of
the minutes drawn down in the Company’s Shareholders’
Meetings book.

 

	
       
	
      São   Paulo,
      [July 21], 2014.
	
       

	
       
	
       
	
       

	
       
	
       
	
       

	
       
	
       
	
       

	
       
	
      [·]
	
       

	
       
	
      Secretary
	
       




 

3




 





 

EXHIBIT I
SUBSCRIPTION
BULLETIN

 

BRUXELAS EMPREENDIMENTOS E PARTICIPAÇÕES
S.A.

 

CPNJ/MF [Corporate Taxpayers’ Registry] No
07.170.938/0001-07
 NIRE [Company Registration ID] 35.300.320.573

 

SUBSCRIPTION
BULLETIN
Subscription Bulletin regarding the capital
increase of Bruxelas Empreendimentos e Participações S.A., approved in the
General Shareholders’ Meeting held on [July 21], 2014.

 

	
      Shareholder
	
       
	
      No of Common

      Shares
	
       
	
      Issuance Price
	
       
	
      Paid up Value
	
       
	
      Paid Up Form

	
      NOVA PONTOCOM COMÉRCIO
      ELETRÔNICO S.A., a
      corporation   enrolled with the National Corporate Taxpayers Register of
      the Ministry of   Finance (CNPJ/MF) under
      No. 09.358.108/0001-25, with head offices in the City of São Paulo,
      State of São Paulo, at Rua Gomes de Carvalho, 1609, 7th floor, herein represented in
      accordance with its bylaws.
	
       
	
      [·]
	
       
	
      BRL[·]
	
       
	
      BRL[·] on the date hereof, through
      contribution of the assets described in   the Appraisal
    Report.
	
       
	
      Contribution of the assets, as described   and
      appraised in the Appraisal Report.

	
       
	
       
	
       
	
       
	
       
	
       
	
       
	
       
	
       

	
       
	
       
	
       
	
       
	
       
	
       
	
       
	
       
	
       
	
       
	
       

	
      p. [·]
	
       
	
      p. [·]
	
       
	
       
	
       
	
       
	
       
	
       
	
       
	
       




 

	
       
	
      São   Paulo,
      [July 21], 2014.
	
       




 




 





 

EXHIBIT II
APPRAISAL
REPORT

 




 





 

EXHIBIT III
COMPANY’S
BYLAWS

 

7




 





 

BRUXELAS EMPREENDIMENTOS E
PARTICIPAÇÕES S.A.

 

CPNJ/MF [Corporate Taxpayers’ Registry] No
07.170.938/0001-07
 NIRE [Company Registration ID] No
35.300.320.573

 

MINUTES OF THE EXTRAORDINARY
SHAREHOLDERS’ MEETING
 HELD ON [JULY 22], 2014

 

1.                                  
DATE,
TIME AND PLACE: On
[July 22], 2014 at [02:00] [pm], at the head offices of Bruxelas
Empreendimentos e Participações S.A. (“Company”), in the City of São
Paulo, State of São Paulo, Avenida Brigadeiro Luis Antônio, 3172, 2nd floor, Postal Code 01402-002.

 

2.                                  
NOTICE
AND ATTENDANCE: The calling
formalities of the meeting were waived with due compliance of Article 124,
Paragraph 4, of Law No 6,404/76 (“Brazilian Corporations Law”), in light
of the attendance of the sole shareholder representing the totality of the share
capital of the Company. Also present members of the Company’s Board of Officers
and representatives of Magalhães Andrade S/S Auditores Independentes.

 

3.                                  
CHAIR:
Chairman: Mr. [·];
Secretary: Mr. [·].

 

4.                                  
AGENDA: Resolve on (i) the change of the Company’s
corporate name; (ii) the change of the Company’s headquarters
location; (iii) the amendment to Articles 1 and caput of
Article 3 of the Company’s Bylaws, in order to reflect the Company’s new
corporate name and the Company’s new headquarters location, in the event of
approval of the proposals provided for in items (i) and (ii) above;
and (iv) the restatement of the Company’s Bylaws in the event of
approval of the proposal provided for in item (iii) above.

 

5.                                  
RESOLUTION: After the installation of the Meeting and the
discussions of the items of the Agenda, the Company’s shareholder resolved on
the following:

 

(i)                                  
Approve the change of the
Company’s corporate name from “Bruxelas Empreendimentos e Participações S.A.” to
“[Nova Comércio Eletrônico] S.A.”;

 

(ii)                               
Approve the change of the
Company’s headquarters location from city and State of São Paulo, at Avenida
Brigadeiro Luis Antônio, 3172, 2nd floor, Postal Code 01402-002 to city and
State of São Paulo, at Rua Gomes de Carvalho, 1609, 3rd to 7th floor, [·],
Postal Code [·].
[TBC].

 

(iii)                            
Considering the resolutions
provided for in items (i) and (ii) above, approve the amendment to
Articles 1 and caput of Article 3 of the Company’s Bylaws in order
to reflect the Company’s new corporate name and the Company’s new headquarters
address, which shall henceforth read as follows:

 

“Article 1.                          
[Nova
Comércio Eletrônico] S.A. is a closely-held company (the “Company”) and
shall be governed by these Bylaws and any applicable law.”

 




 





 

“Article 3.                          
The Company’s headquarters and
jurisdiction are located in the city and state of São Paulo,
at Rua
Gomes de Carvalho, 1609, 3rd to
7th floor,
[·], Postal Code
[·].

 

Sole
Paragraph.
The Company may create or extinguish branches, offices or other establishments
in Brazil or abroad, by resolution of Board of Officers.”

 

(iv)                           
Considering the resolution
provided for in item (iii) above, approve the restatement of the Company’s
Bylaws which shall become effective as provided for in Exhibit.

 

6.                                  
DOCUMENTS FILED AT THE HEAD
OFFICES:
Restated Bylaws.

 

7.                                  
CLOSING: The
Chairman allowed all to speak, as necessary. With no further comments to be
added, the meeting was declared suspended for the time required to drawn up of
these minutes, which, after being read and approved, were duly signed by all
those present.

 

8.                                  
SIGNATURES: [Nova Pontocom Comércio Eletrônico S.A.] Chair:
Chairman: Mr. [·]; Secretary: Mr. [·].

 

9.                                  
CERTIFICATE: I hereby declare that these minutes are a true copy of
the minutes drawn down in the Company’s Shareholders’ Meetings book.

 

	
       
	
      São Paulo,
      [July 22],   2014.
	
       

	
       
	
       
	
       

	
       
	
       
	
       

	
       
	
       
	
       

	
       
	
      [·]
	
       

	
       
	
      Secretary
	
       




 

2




 





 

Exhibit to the Minutes of the
Extraordinary Shareholders’ Meeting of Bruxelas
 Empreendimentos e
Participações S.A., held on [July 22], 2014

 

[Restated Bylaws]

 




 





 

SCHEDULE 3.1 (II)

 

AGREED FORM OF INDEMNIFICATION
AGREEMENT

 

55




 





 

INDEMNIFICATION
AGREEMENT

 

NOVA
PONTOCOM COMÉRCIO ELETRÔNICO S.A.

[NOVA OPCO]

 

[July 22], 2014

 




 





 

INDEMNIFICATION
AGREEMENT

 

By
this Indemnification Agreement dated as of [July 22], 2014
(“Agreement”), the Parties:

 

(1)                            
NOVA
PONTOCOM COMÉRCIO ELETRÔNICO S.A.,
a corporation incorporated under the laws of Brazil, enrolled with the National
Corporate Taxpayers Register of the Ministry of Finance (“CNPJ/MF”) under
No. 09.358.108/0001-25, with head offices in the city of São Paulo, state
of São Paulo, at Rua Gomes de Carvalho, 1609, 3rd to 7th floor, herein represented pursuant to
its bylaws (hereinafter referred to as “NPC”); and

 

(2)                             
[NOVA
OPCO], a corporation
incorporated under the laws of Brazil, enrolled with CNPJ/MF under
No. 07.170.938/0001-07, with head offices in the city of São Paulo, state
of São Paulo, at Rua Gomes de Carvalho, 1609, 3rd to 7th floor, herein represented pursuant to
its bylaws (hereinafter referred to as “[Nova OpCo]”).

 

NPC
and [Nova OpCo] are hereinafter jointly referred to as “Parties” and each
of them is individually and indistinctively referred to as
“Party”.

 

WHEREAS:

 

(A)                           
Under a project of reorganization
of the e-commerce businesses of the Casino Group, NPC approved the contribution
of its operating assets and liabilities into [Nova OpCo], its wholly-owned
subsidiary at the time (“Contribution”), as approved in the board of
directors’ meeting, held on [July 21], 2014 (“Contribution Date”);
and

 

(B)                           
In view of and in consideration
for the Contribution, the Parties have agreed to execute this Agreement in order
to regulate the indemnification payable by [Nova OpCo] to NPC, arising from
contingencies related to the Contribution of the operating assets and
liabilities that have the triggering event prior to the Contribution
Date.

 

NOW,
THEREFORE, THE PARTIES AGREE
to enter into this Agreement, which shall be governed by the following terms and
conditions:

 

1                                     
DEFINITIONS AND
INTERPRETATION

 

1.1                           
Definitions. The capitalized terms below, when used in this
Agreement, as well as their plural or singular, male or female form, shall have
the following meanings:

 

“Agreement” means this Indemnification Agreement
dated as of [July 22], 2014.

 

“Brazilian Code of Civil Procedure” means
Federal Law No. 5,869 dated January 11, 1973, as amended.

 

“Business Day” means any day on which financial
institutions are not required or authorized to close in the city of São Paulo,
state of São Paulo, Brazil.

 

“Claim Notification” has the meaning set forth
in Section 3.3(i).

 

“Contribution” has the meaning set forth in
Recitals (A).

 

“Contribution Date” has the meaning set forth in
Recitals (A).

 

2




 





 

“Deductions” means any deductions, withholdings,
costs or compensation arising from any taxes and withholdings of any nature,
including those imposed by third parties or governmental authorities.

 

“ICC” means the International Chamber of
Commerce.

 

“ICC Rules” has the meaning set forth in
Section 7.3.

 

“IGP-M/FGV” means General Price Index — Market,
as published by Fundação Getulio Vargas.

 

“Losses” has the meaning set forth in
Section 3.1.

 

“[Nova OpCo]” means [·].

 

“NPC” means Nova Pontocom Comércio Eletrônico
S.A.

 

“Term” has the meaning set forth in
Section 3.2.

 

“Third Party Claim” has the meaning set forth in
Section 0.

 

“Taxes” means any tax, contribution, collection,
fee, tax or other governmental charges, whether federal, state or local,
including income tax, withholding tax, tax on the circulation of goods, ad
valorem, social contributions and social security, taxes on financial
transactions or services, as well as any penalties, fines and interest arising
from.

 

1.2                           
Interpretation. In this Agreement, except to the extent that the
context requires otherwise:

 

1.2.1                  
Any reference to the sections
and appendices shall be deemed a reference to sections of this
Agreement;

 

1.2.2                  
Headings used in this
Agreement are inserted for convenience only and shall be ignored in construing
this Agreement;

 

1.2.3                  
Reference to a “person” shall
be deemed to include any natural person, corporation, company, consortium, joint
venture, funds, governmental authority, or other incorporated or unincorporated
entity or association, and unless the context otherwise requires, the singular
shall be deemed to include the plural and vice versa;

 

1.2.4                  
The words “include” and
“including” are to be construed without limitation.

 

1.2.5                  
A reference to a “day” means
a calendar day according to the civil calendar; a reference to “a month” means
any period of thirty (30) consecutive days; and a reference to “a year” means a
calendar year according to the civil calendar.

 

3




 





 

2                                     
PURPOSE

 

2.1                           
This Agreement establishes
the terms, conditions and obligations to indemnify that must be observed by each
Party due to the Contribution, pursuant to Section 3 below.

 

3                                     
OBLIGATION TO
INDENMTIFY

 

3.1                           
Indemnity. [Nova OpCo] undertakes to indemnify, reimburse and
hold NPC harmless against any and all damages, losses, expenses and costs
(including, but not limited to, attorneys’ fees and court costs) effectively
incurred, or which otherwise result in disbursements (“Losses”) by NPC,
arising from acts, facts, omissions, activities, events, business or legal,
administrative or arbitration proceedings relating to the operating assets and
liabilities which were object of the Contribution, the triggering event of which
having occurred prior to the Contribution Date. For the avoidance of doubt, the
indemnification obligation set forth herein does not encompass all liabilities
that have been expressly excluded from the Contribution, for which NPC will
remain liable.

 

3.2                           
Restrictions to the Obligation to
Indemnify [Nova OpCo]. The
obligation to indemnify [Nova OpCo] provided herein shall be in full force and
effect for a term equivalent to the statute of limitations applying to the
indemnifiable Loss pursuant to the terms hereof (“Term”). For the
avoidance of doubt, the obligation to indemnify [Nova OpCo] shall stand
indefinitely to such Term for any Losses regarding a Third Party Claim that
exists on the date hereof or has been initiated prior to the Contribution Date
or has been initiated within the Term.

 

3.3                           
Procedure in event of Third Party
Claim

 

Following the Contribution Date, in the event of NPC be
summoned, notified, fined or sued, in or out of court, for liability that
constitutes or may constitute a Loss (“Third Party Claim”), shall proceed
as follows:

 

(i)                                 
In the event of NPC be notified
over a Third Party Claim, NPC shall provide written notice to [Nova OpCo]
(“Notice of Claim”) as soon as possible, within a period lesser than
[ten] ([10]) Business Days from the date NPC has learned about the Third Party
Claim, or a period corresponding to one third (1/3) of the legal term to submit
the defense or plea to the third Party Claim, whichever is shorter, with copy of
the documentation received, and other information available at the time. The
failure to notify [Nova OpCo] within the terms set forth above shall hold [Nova
OpCo] harmless against the obligation to indemnify to the extent that affect the
defense to the Third Party Claim and cause damage to NPC. Additionally, the
provisions set forth in Section 3.3(v) below shall be observed,
regarding urgent provisions.

 

(ii)                              
Following the receipt of the
Notice of Claim, [Nova OpCo] shall decide between: (a) meet the Third Party
Claim; or (b) undertake the defense. The decision shall be provided by
written notice to NPC (which shall be provided with at least half of the legal
term to submit the available defense or plea), to assume the defense of the
Third Party Claim, in the event that [Nova OpCo] acknowledges in the
notification that such Third Party Claim is covered by the obligations of this
Section 3. In the event

 

4




 





 

of [Nova OpCo] waives its right to defend the Third
Party Claim, or fails to notify NPC on the intention to assume the defense of
the Third Party Claim as provided herein, NPC shall defend such Third Party
Claim directly.

 

(iii)                           
In the event [Nova OpCo] assumes
the defense of the Third Party Claim, such defense shall be conducted on behalf
and for the benefit of NPC. The defense shall be diligently conducted by the
lawyers indicated by [Nova OpCo], whom will keep NPC informed about the progress
of the defense while the procedure lasts, by the delivery of monthly reports.
[Nova OpCo] may enter into a deal in connection with any Third Party Claim
without NPC’s consent exclusively in the event that the deal comprises only
indemnification payment or pecuniary sanction. In the event any deal comprises
indemnification of non pecuniary nature, or requires an admission of guilt,
fault or error by NPC, [Nova OpCo] may not enter into a deal in connection with
such Third Party Claim without NPC’s consent, consent which may not be denied,
conditioned or delayed without reasonable justification. Notwithstanding the
above, NPC shall have the right to demand the execution of a deal by [Nova OpCo]
in connection with any Third Party Claim in the event that the non execution of
such deal produces a material adverse effect to NPC. If [Nova OpCo] fails in
promptly defend, or after initiated or been obliged to present de defense, fail
to continue or give up on such defense, and if, in any of these cases, the Third
Party Claim does not come to be ended by a transaction in accordance with this
Section 3.3(iii), NPC shall have the right to assume the respective
defense, at the expense of [Nova OpCo], being able to choose between conducting
such defense to the final trial or end the Third Party Claim in advance through
a transaction, at its discretion.

 

(iv)                          
NPC shall cooperate with [Nova
OpCo] and its consultants in the defense of any Third Party Claim that [Nova
OpCo] choose to defense, including upon the granting of powers of attorney and
access to the necessary documents held by NPC.

 

(v)                             
In the event [Nova OpCo] decides
not to defend the Third Party Claim or do not notify NPC of its intention of
assuming the defense pursuant to the Section 3, NPC may conduct the Third
Party Claim defense directly. The defense shall be diligently conducted by the
lawyers indicated by NPC, at a reasonable cost, which will maintain [Nova OpCo]
informed about the progress of the defense while the procedure lasts, by the
delivery of semiannual reports. NPC may enter into a deal in connection with any
Third Party Claim only with [Nova OpCo] consent.

 

(vi)                          
Regardless the Party conducting
the defense, [Nova OpCo] shall bear all costs and expenses of the defense of a
Third Party Claim, including, with no limitation, attorney’s fees, court costs,
court deposits and bonds.

 

(vii)                       
The Parties agree, however, in
the event of groundlessness or partial validity of a defense presented by [Nova
OpCo] in connection to a Third Party Claim, [Nova OpCo] shall bear the Loss
arising from such

 

5




 





 

conviction, making the payment directly to the Third
Party Claim author. Only in case of legal impossibility of making the payment
directly to the Third Party Claim author, NPC shall make this payment and [Nova
OpCo] shall reimburse the amount of the Loss to NPC.

 

3.4                           
Duty to
mitigate. The Parties shall
endeavor their best efforts to mitigate the chance of effective materialization
of contingencies and indemnities, pursuant to this Agreement, including
refraining from seeking with third parties the materialization of any
contingencies. Notwithstanding the foregoing, [Nova OpCo], by notice to NPC,
containing the justification and reasons thereof, shall be entitled to seek the
materialization of any contingencies and indemnities to the extent that such
fact could reasonably represent a potential reduction of Loss to NPC or
otherwise limit the scope of damages (including reputational) that such
contingency could cause to NPC. In event of divergence of NPC regarding the
justification and reasons given by [Nova OpCo], the decision whether seek the
materialization of the contingency or indemnity shall be referred to an
independent law firm appointed by consensus between NPC and [Nova
OpCo].

 

3.5                           
Amount
of Loss. The amount of a Loss
shall take into consideration the payments made or the recovery eventually
received as a result of insurance policies hired by the Parties, thereby, the
payments shall be only made net of the amount of any damages arising from hiring
the insurance policies, as well as increased by the cost of such insurance
policies hiring and any eventually premiums. Furthermore, the payment of a Loss
shall take into consideration the tax effects regarding the applicable
deductibility or taxability, thereby, if the payment generates a deductible
expense in the same year, the payment shall be made on a net basis. Moreover, if
the receipt of an indemnify payment generates a tax obligation, the gross amount
of the indemnify shall be adjusted, even with the fulfillment of the tax
obligation, to result in a full indemnify of the Loss suffered.

 

3.6                           
Conditions of
payment. The indemnification
provided for in this Section 3 shall be paid with no Deductions, in
national currency and in immediately available funds, to the bank account
indicated by NPC. If any Deduction or withholding is required by law, or if NPC
is subject to additional taxation as a result of this payment, [Nova OpCo] shall
increase the amount of the indemnification payment in the same amount required
to ensure that the net amount received by NPC (after considering all Deductions
to such payment) be equal to the amount that would have been received if the
payment was not subject to Deductions.

 

3.7                           
Frequency of the
indemnification. The Parties
agree that [Nova OpCo] shall indemnify NPC quarterly for the Losses finally
incurred over the respective quarter and for which the procedure provided under
this article 3 shall have been complied with, excluding events which [Nova OpCo]
has borne directly the Loss.

 

4                                     
REPRESENTATIONS AND
WARRANTIES

 

4.1                           
The Parties represent and
warrant each other, which they declare as being true, accurate, complete and
updated:

 

4.1.1                  
Capacity. Each of the Parties fully understand the obligations
object of this Agreement and possess full capacity, discernment, powers and were
properly advised by qualified professionals to execute this
Agreement.

 

6




 





 

4.1.1                  
Authorization. The Parties possess all the corporate authorizations
necessary to execute this Agreement and to fulfill with the obligations
established herein. The Parties possess full powers to execute and formalize any
contract, instrument, or document to be entered into as a result of this
Agreement in view of the consummation of the obligations contemplated
herein.

 

4.1.2                  
Absence
of Conflicts and Violations.
The execution of this Agreement and the fulfillment of the obligations assumed
herein:

 

(i)                                 
shall not violate any provision
of the corporate documents of the Parties; and

 

(ii)                              
shall not violate nor conflict
with any law applicable to the Parties.

 

4.1.1                  
Validity and Enforceability of the
Agreement. This Agreement
constitutes a valid legal and binding obligation to each of the Parties and
enforceable against them in accordance with the terms hereof.

 

5                                     
NOTICES

 

5.1                           
Notices and invoices shall
only be deemed as duly delivered or sent, if delivered in person, sent by
registered mail or fax, to the addresses below:

 

If to NPC:

 

Rua Gomes de Carvalho, 1609/1617, 7th floor

04547-000, São Paulo — SP 
 Attn.: Chief Executive Officer
 Fax: +55 11
4949-[·]

 

If to [Nova OpCo]:

 

[·]
 [·]

Attn.: [·]

Fax.: [·]

 

5.2                           
Such notices delivered in
accordance with Section 5.1 and made by:

 

5.2.1                  
Delivery in person shall be
delivered during the normal business hours, on Business Days at the addressee’s
head office, and shall be deemed to have been delivered at the time the
notification is received;

 

5.2.2                  
Correspondence with return
receipt request shall be deemed to have been delivered on the date indicated in
the return receipt request, and

 

5.2.3                  
Any fax shall be transmitted
during the normal business hours, on Business Days at the addressee’s head
office, and shall be deemed to have been delivered at the time of written
confirmation of complete and successful transmission of the fax.

 

5.3                           
Any communication by phone or
email shall, unless otherwise expressly permitted, be confirmed by one of the
methods of delivery described in Section 5.2 above, and the delivery of
such notice shall be made in accordance with Section 5.2, irrespective of
prior communication by telephone or email.

 

7




 





 

6                                     
MISCELANEOUS

 

6.1                           
Specific performance. The specific performance of any obligations
contained herein may be required by the non-defaulting party or the creditor, as
applicable, of such obligation pursuant to the Brazilian Code of Civil
Procedure.

 

6.2                           
Entire
agreement

 

6.2.1                  
Except as expressly provided
for herein, this Agreement contains the entire agreement between the Parties
regarding the subject matter hereof and supersedes any understandings,
commitments, negotiations, agreements, contracts (executed or not) or
representations, oral or written, prior to this document.

 

6.2.1                  
The Parties acknowledge that
they are not executing this Agreement based on any warranty, representation,
statement, agreement or commitment of any kind other than those expressly
provided for herein. To the extent permitted by law, and except in cases of
fraud, each Party agrees and acknowledges that their sole rights and remedies in
respect of any representation, warranty or commitment made or given herein shall
only apply in case of breach of the terms and conditions provided for herein, to
the exclusion of all other rights and remedies.

 

6.3                           
Exclusion of invalid
provisions. If any of the
provisions of this Agreement, or any part thereof, is annulled, declared illegal
or deemed invalid or unenforceable for any reason, the validity and
enforceability of the remaining provisions shall not be affected or impaired in
connection with any of the Parties. In case of any illegality, invalidity or
ineffectiveness, the Parties agree to discuss in good faith the relevant
amendments hereto in order to reinstate this Agreement and preserve and give
effect to the original intent of the parties.

 

6.4                           
Waiver
and amendment

 

6.4.1                  
No waiver of any right to any
of the parties arising out of this Agreement shall be effective if it is not
expressly written.

 

6.4.1                  
Failure of either Party to
exercise any right it may have herein or in the applicable law or failure to
apply any possible measure, penalty or sanction shall not operate as a waiver or
novation, and shall not, therefore, be construed as a desistance of their
application in case of recurrence. No waiver, termination or discharge of this
Agreement or any of the terms or provisions hereof shall be binding on any of
the Parties, unless confirmed in writing. No waiver by either Party of any term
or provision hereof or any default hereunder shall affect the rights of said
party to enforce thereafter such term or provision or to exercise any legal
right or remedy in the event of any other default, whether similar or
not.

 

6.4.2                  
This Agreement may not be
changed or amended except in writing and executed by all Parties.

 

6.5                           
Further
assurances. Each of the
Parties shall use its reasonable efforts to: (i) ensure that any third
party performs such other acts and execute and deliver such other documents as
required to comply with the provisions hereof; and (ii) ensure that
the

 

8




 





 

other Party may require from any third parties all such
acts and measures as required to the compliance with this Agreement.

 

6.6                           
Independent
contractors. Nothing herein
shall create or be construed as creating a partnership or an association of any
kind or as an obligation to any Party of any duty, obligation or liability as to
a partnership, joint venture, agency, fiduciary relationship, membership,
or any other business entity recognized by law for any purpose. Rights,
benefits, liabilities and obligations of the Parties hereunder shall be joint
and not several.

 

6.7                           
Assignment

 

6.7.1                  
Neither Party may assign this
Agreement or the rights and obligations arising out of this Agreement, wholly or
in part, without the express prior written consent of the other
Party.

 

6.7.2                  
Notwithstanding the
provisions of Section 6.7.1 above, the parties acknowledge and agree that
in the event of any corporate reorganization involving any of the Parties, all
surviving companies succeeding the applicable Party wholly or in part
(regardless of new or existing ones) fully undertake and are subject to all
rights and obligations of the applicable as provided for herein.

 

6.8                           
Irrevocability and
irreversibility. This
Agreement is irrevocably and irreversibly executed by the Parties, binding upon
the Parties, their heirs and successors and permitted assigns in any
way.

 

6.9                           
Anti-corruption
legislation. The Parties
mutually state that they have not performed any act or omission that could
result in a breach of the obligations of Law No. 12,846 of August 1,
2013.

 

7                                     
APPLICABLE LAW AND
ARBITRATION

 

7.1                           
Applicable law. This Agreement shall be governed and construed
pursuant to the laws of the Federative Republic of Brazil.

 

7.2                           
Amicable settlement. Any dispute arising from or related to this
Agreement shall be notified in writing by one Party to the other, and the
Parties shall use their best efforts to settle the dispute on an amicable basis
within fifteen (15) days from the date of receipt of the
notification.

 

7.3                           
Arbitration. If an agreement cannot be reached pursuant to
Section 7.2 above, any dispute arising out of or in connection with the
present Agreement, including without limitation, the validity, interpretation,
compliance, implementation, termination or breach of this Agreement shall be
submitted to arbitration in accordance with the Rules of Arbitration of the
International Chamber of Commerce (“ICC Rules”) prevailing as at the date
of the request for such arbitration.

 

7.4                          
Arbitral tribunal. The arbitral tribunal shall consist of three
(3) arbitrators, of whom one shall be nominated by claimant(s) and one
shall be nominated by respondent(s). The third arbitrator acting as president of
the arbitral tribunal shall be nominated jointly by the two party-appointed
arbitrators within 15 (fifteen) days from the confirmation of the second
arbitrator, failing which the ICC shall appoint the president of the arbitral
tribunal pursuant to the ICC Rules.

 

9




 





 

7.5                           
Language. The language of the arbitration shall be Portuguese.
Any of the parties to the arbitration may submit evidence in any other language
provided that it is accompanied by a translation into Portuguese.

 

7.6                           
Jurisdiction. The decision of the arbitral tribunal shall be final
and binding upon the parties and may be enforced in any court of competent
jurisdiction. Each party retains the right to seek judicial assistance notably
(a) to compel arbitration; (b) to obtain interim measures of
protection rights prior to instruction of pending arbitration and any such
action shall not be construed as a waiver of the arbitration proceeding by the
party; or (c) to enforce any decision of the arbitrators including the
final award. If a party seeks judicial assistance, the Courts of São Paulo,
Brazil, shall have jurisdiction.

 

7.7                           
Consolidation of
proceedings. Arbitration
proceedings might be consolidated as agreed by the parties or determined by the
ICC pursuant to the ICC Rules.

 

7.8                           
Confidentiality of
arbitration. The Parties and
the intervening-consenting party expressly agree that the arbitration shall be
kept strictly confidential, along with the information thereon (including
without any limitations, the allegations made by the parties thereto, evidence,
technical reports and any other statements given by third parties along with any
documentation submitted or exchanged in the course of the arbitration
proceedings), which shall only be revealed to the arbitral tribunal, the ICC,
the parties, their attorneys, and any person essential to the development of the
arbitration proceedings, except if such disclosure is required so as to satisfy
obligations set out by law or by any competent authorities.

 

IN
WITNESS WHEREOF, the Parties
hereby execute this Agreement in two (2) counterparts of equal form and
content together with two (2) witnesses.

 

São
Paulo, [July 22], 2014.

 

	
      NOVA   PONTOCOM
      COMÉRCIO ELETRÔNICO S.A.
	
       
	
       

	
       
	
       
	
       

	
       
	
       
	
       

	
       
	
       
	
       

	
      Name:
	
       
	
      Name:

	
      Title:
	
       
	
      Title:




 

10




 





 

	
      [NOVA OPCO]
	
       
	
       

	
       
	
       
	
       

	
       
	
       
	
       

	
       
	
       
	
       

	
      Name:
	
       
	
      Name:

	
      Title:
	
       
	
      Title:

	
       
	
       
	
       

	
       
	
       
	
       

	
      Witnesses:
	
       
	
       

	
       
	
       
	
       

	
       
	
       
	
       

	
      1.
	
       
	
       
	
      2.
	
       

	
      Name:
	
       
	
      Name:

	
      Id. R.G. No.:
	
       
	
      Id. R.G. No.:

	 	 	 	 	 



 

11




 





 

SCHEDULE 3.2 (I)

 

AGREED FORM OF LUX HOLDCO
CONTRIBUTION AGREEMENT

 

56




 





 

CONTRIBUTION
AGREEMENT

 

between

 

Nova
Pontocom Comércio Eletrônico S.A.

as Contributor

 

and

 

Jaïpur Financial Markets S.à
r.l.

as Contributee

 

Dated [21] July 2014

 


	
      
	
      NautaDutilh Avocats   Luxembourg

      2, rue Jean Bertholet

      L- 1233 Luxembourg

	
       
	
       

	
       
	
      Telephone: +352 26 12 29 1
   Facsimile: 
      +352 26 68 43 31




 




 





 

THIS
AGREEMENT is made on [21]
July 2014 by and
between:

 

(1)        
Nova
Pontocom Comércio Eletrônico S.A.,
a company organized under the laws of Brazil, with a capital of BRL
50,741,294.71, headquartered in the City of São Paulo, State of São Paulo, at
Rua Gomes de Carvalho, No. 1609/1617, 3°-7° andares, Brazil, registered
with the CNPJ/MF under number 09.358.108/0001-25,

 

hereinafter referred to as the
“Contributor”,

 

AND

 

(2)        
Jaïpur
Financial Markets S.à r.l.,
a private limited liability
company (société à responsabilité limitée) incorporated under the laws of
Luxembourg, Grand Duchy of Luxembourg,
with registered office at 15, rue Edward Steichen, L- 2540 Luxembourg, with a
share capital of EUR 12,500.- and registered with the Luxembourg Trade and
Companies Register under number B 186.082;

 

hereinafter referred to as the
“Contributee”.

 

The
Contributor and the Contributee are collectively referred to hereafter as the
“Parties”, each being a “Party”.

 

WHEREAS, the Contributor holds the entire share
capital of the Contributee.

 

WHEREAS, the Contributor intends to contribute
[NUMBER] shares (the “Contributed Shares”) held in Bruxelas Empreendimentos e Participações S.A., with
registered offices at Avenida Brigadeiro Luiz Antônio, no 3172, 2o floor, in the
city of São Paulo, State of São Paulo, Brazil, Brazilian Taxpayers’ Registry
(CPNJ) No. 07.170.938/0001-07 to
the Contributee (the “Contribution in Kind”).

 

WHEREAS, on or around 15 July 2014, the board of
managers of the Contributee delegated the necessary powers to any manager of the
Contributee in order to certify and approve the value of the Contribution in
Kind on the date hereof.

 

WHEREAS, in exchange for the said Contribution in
Kind, the Contributee will increase its share capital (the “Capital
Increase”) by an amount of [two million one hundred ninety-two thousand three
hundred fifteen] euros (EUR [2,192,315]) by
the issue of [two hundred
nineteen million two hundred thirty-one thousand five hundred] [(219,231,500)]
new shares of the Contributee
with a nominal value of one cent euro (EUR 0,01) each (the “Issued
Shares”), to be allocated to the Contributor.

 

WHEREAS, the Parties have agreed to effect the
Capital Increase on the terms and conditions contained in this
Agreement.

 

NOW
THEREFORE, IT IS AGREED
as follows:

 

1.             
CONTRIBUTION

 

The Contributor hereby agrees to contribute the
Contributed Shares with full title to the Contributee and declare that the
Contributed Shares are free of any charge or lien whatsoever, that there exist
no impediments to the free disposal of the Contributed Shares.

 

The Contributee declares that the aggregate value of
the Contribution in Kind has been certified at [AMOUNT]
Brazilian Reals (R$ [AMOUNT]) which corresponds to [AMOUNT] euro (EUR [AMOUNT])
after conversion following the exchange rate per [18] July 2014 of EUR 1
being equal to R$ [AMOUNT] [to be
confirmed].

 




 





 

The Parties hereby agree that the Contributed Shares
will be contributed, and recorded in the Contributee’s accounts, at the same
value as the book value at which the Contributed Shares are recorded in the
Contributor’s accounts.

 

2.             
TRANSFER OF THE CONTRIBUTIONS IN
KIND — EFFECTIVE DATE

 

The transfer of full ownership of the Contributed
Shares is subject to and shall take place upon execution of the notarial deed
relating to the Capital Increase before a Luxembourg notary on or about [21]
July 2014 or as soon as practicable thereafter (the “Effective
Date”). Any rights attached to the Contributed Shares shall accrue to the
Contributee as of the Effective Date.

 

3.             
CONSIDERATION

 

The Parties agree that the consideration for the
Contribution in Kind consisting of the Contributed Shares shall be the issue by the Contributee of the Issued Shares.

 

The difference in value between the Contributed Shares
on one hand and the Issued Shares on the other hand shall be allotted to the
Contributee’s share premium account (the “Share Premium”).

 

4.             
WARRANTIES

 

Each of the Parties hereby warrants,
represents and undertakes to the other that:

 

4.1                  
it has the legal right and full
power and authority to execute and deliver this Agreement and to exercise its
rights and perform its obligations thereunder;

 

4.2                  
all corporate
action(s) required by it to validly and duly authorise the execution and
delivery of this Agreement as well as the exercise of its rights and performance
of its obligations thereunder has (have) been duly taken;

 

4.3                  
the execution and performance of
this Agreement do not and will not breach its articles of association or other
constitutional documents or any agreement or obligation by which it is bound, or
violate any applicable law; and

 

4.4                  
this Agreement (when executed)
will be valid and binding on it and enforceable against it in accordance with
its terms and conditions.

 

5.             
AMENDMENTS AND
MODIFICATIONS

 

Any amendments and modifications to this
Agreement are subject to the written approval of the Parties.

 

6.             
FURTHER
ASSURANCES

 

6.1                              
At any time (whether before
or after the date of this Agreement), each Party hereto shall do and execute, or
procure to be done and executed, all necessary acts, deeds, documents and/or
things as may be reasonably requested of it by the other Party to give effect to
this Agreement.

 

6.2                              
All powers are granted to the
holder of an original version of this Agreement in order to carry out the
required formalities to give effect to this Agreement.

 




 





 

7.             
BENEFIT
OF THE AGREEMENT AND ASSIGNMENTS

 

7.1                              
This Agreement shall be
binding upon and inure to the benefit of each Party hereto and its successors
and assignees.

 

7.2                              
No Party may assign any of
its rights under the Agreement without the prior written consent of the other
Party.

 

8.             
REMEDIES AND WAIVERS

 

No failure by either Party to exercise or any delay by
either Party in exercising any right or remedy hereunder shall operate as a
waiver thereof, nor shall any single or partial exercise of any right or remedy
prevent any further or other exercise thereof or the exercise of any other right
or remedy. The rights and remedies herein provided are cumulative and not
exclusive of any rights or remedies provided by law.

 

9.             
INVALIDITY

 

This Agreement contains the entire understanding of the
Parties hereto with respect to the subject matter contained herein without
prejudice, however, as to its interpretation in light of any other agreements in
full force and effect as of the date hereof between the Parties hereto that may
directly or indirectly relate to such subject matter. This Agreement may be
amended only by a written instrument executed by the Parties or their respective
successors or assigns. The section and clause headings contained in this
Agreement are for reference purposes only and shall not affect in any way the
meaning or interpretation of this Agreement.

 

10.      
INTERPRETATION

 

If any of the provisions of this Agreement is held
invalid or unenforceable, and unless the invalidity or enforceability thereof
does substantial violence to the underlying intent and sense of the remainder of
this Agreement, such invalidity or unenforceability shall not affect in any way
the validity or enforceability of any other provisions of this Agreement except
the invalidated or unenforceable provision. In the event any provision is held
invalid of unenforceable, the Parties shall attempt to agree on a valid and
enforceable provision which shall be a reasonable substitute for such invalid or
unenforceable provision in the light of the content of this Agreement and, on so
agreeing, shall incorporate such substitute provision in this
Agreement.

 

11.     
NOTICES

 

All notices, requests, permissions, waivers and other
communications hereunder shall be in writing in the English language and shall
be deemed to have been duly given if signed by the respective persons giving
them (in the case of a company, the signature shall be by a duly authorized
officer thereof) and delivered by hand, or deposited in the mail (registered,
return receipt requested), properly addressed and postage prepaid or by
facsimile (provided the same is confirmed by mail, as above sent within one day
of dispatch) to the registered office of the other Party.

 




 





 

12.      
COSTS

 

All costs, duties, or fees whatsoever resulting from
the present Agreement shall be paid by the Company.

 

13.      
GOVERNING LAW AND
JURISDICTION

 

13.1                       
This Agreement is governed
by, and shall be construed in accordance with Luxembourg law.

 

13.2                       
The Parties hereby agree that
the courts of Luxembourg-City shall have exclusive jurisdiction to settle any
dispute, which may arise out of, or in connection with this Agreement, and that
accordingly any proceeding, suit or action arising out of or in connection with
this Agreement may be brought in such courts.

 

14.      
COUNTERPARTS

 

This
Agreement may be executed in a number of counterparts and by way
of facsimile exchange of executed signature pages, all of which together shall
constitute one and the same Agreement.

 

The
Parties hereto or their duly authorised representatives have executed this
Agreement in two originals the day and year first above written, each Party
acknowledging to have received one copy.

 

[signature pages to
follow]

 




 





 

THE
CONTRIBUTOR:

 

 

	
       
	
       

	
      Nova   Pontocom Comércio
      Eletrônico S.A.
	
       

	
       
	
       

	
      By:
	
       

	
       
	
       

	
      Title:
	
       




 




 





 

	
      THE
    CONTRIBUTEE:
	
       

	
       
	
       

	
       
	
       

	
       
	
       

	
      Jaïpur Financial Markets S.à
      r.l.
	
       

	
       
	
       

	
      By:
	
       

	
       
	
       

	
      Title: Class B Manager
	
       




 




 





 

SCHEDULE 3.2 (II)

 

AGREED FORM OF DUTCH HOLDCO
CONTRIBUTION AGREEMENT

 

57




 





 



 

PROJECT
ARCACHON

 

CONTRIBUTION
AGREEMENT

 

between

 

Jaïpur Financial Markets S.à
r.l.

as contributor

 

and

 

Jaïpur Financial Markets
B.V.

as Company

 

Dated as of [22] July 2014

 



 

1




 





 

Table of Contents

 

	
      1
	
      Definitions and interpretation
	
      4

	
       
	
       
	
       

	
      2
	
      Contribution and transfer
	
      5

	
       
	
       
	
       

	
      4
	
      Notices
	
      6

	
       
	
       
	
       

	
      5
	
      Further Action
	
      6

	
       
	
       
	
       

	
      6
	
      No Implied Waiver; No   Forfeiture of
      Rights
	
      7

	
       
	
       
	
       

	
      7
	
      No Third Party Stipulation
	
      7

	
       
	
       
	
       

	
      8
	
      Amendment
	
      7

	
       
	
       
	
       

	
      9
	
      Invalidity
	
      7

	
       
	
       
	
       

	
      10
	
      No Rescission
	
      7

	
       
	
       
	
       

	
      11
	
      No Transfer, Assignment or
      Encumbrance
	
      8

	
       
	
       
	
       

	
      12
	
      Governing Law and Jurisdiction
	
      8

	
       
	
       

	
      Annex   A - Resolution
	
      10

	
       
	
       

	
      Annex   B - Deed of Issue
	
      11




 

2




 





 

CONTRIBUTION
AGREEMENT

 

THIS
AGREEMENT IS MADE AS OF [22]
JULY
2014 BETWEEN

 

1.                                    
Jaïpur
Financial Markets S.à r.l., a
limited liability company (Société a responsabilité limitée) under the
laws of the Grand Duchy of Luxembourg, having its registered office at 15 rue
Edward Steichen, L-2540 Luxembourg, Grand Duchy of Luxembourg and registered
with the Luxembourg Registre de Commerce et des Sociétés under number B 186082
(“Lux Holdco”); and

 

2.                                    
Jaïpur
Financial Markets B.V., a
private limited liability company (besloten vennootschap met beperkte
aansprakelijkheid) under Dutch law, having its corporate seat at Amsterdam
(address: 1118 BH Schiphol, Schiphol Boulevard 231, trade register number
60838892) (the “Company”).

 

Lux
Holdco and the Company are hereinafter jointly referred to as the
“Parties” and each of them as a “Party”.

 

BACKGROUND

 

A.                                  
The Parties are both members
of the Casino Group, being both controlled directly or indirectly, by
CGP.

 

B.                                  
In connection with the
Framework Agreement, Lux Holdco contemplates contributing and transferring as a
contribution in kind [number] shares,
representing 100% of the capital of Nova OpCo (the “Nova OpCo Shares”) to
the Company in exchange for newly issued ordinary shares in the capital of the
Company.

 

C.                                  
On [the date hereof], Lux
Holdco, acting in its capacity as sole shareholder of the Company, adopted a
written resolution approving among other things, the entering into of this
Agreement and the contribution of the Nova OpCo Shares and resolving on the
related issue of the Shares, subject to the terms and conditions of this
Agreement, a copy of which is attached hereto as Annex A (the
“Resolution”).

 

D.                                  
In connection with the
contribution of the Nova OpCo Shares and the proposed issue of the Shares, the
Board has prepared a description of the 

 

3




 





 

Nova OpCo Shares in accordance with
Section 2:204b(1) of the Dutch Civil Code.

 

E.                                  
The Parties wish to lay down
in this Agreement certain of their rights and obligations in relation to the
contribution of the Nova OpCo Shares.

 

THE
PARTIES THEREFORE AGREE AS FOLLOWS

 

1                                       
DEFINITIONS AND
INTERPRETATION

 

1.1                             
In this Agreement the following
definitions shall apply:

 

	
      Agreement
	
       
	
      This contribution agreement.

	
       
	
       
	
       

	
      Annex
	
       
	
      An annex to this Agreement.

	
       
	
       
	
       

	
      Board
	
       
	
      the Company’s board   of directors
      (bestuur).

	
       
	
       
	
       

	
      Casino
    Group
	
       
	
      Means the group of companies constituted of CGP
      and its direct and indirect   subsidiaries.

	
       
	
       
	
       

	
      CGP
	
       
	
      Casino, Guichard-Perrachon S.A.

	
       
	
       
	
       

	
      Clause
	
       
	
      A clause of this Agreement.

	
       
	
       
	
       

	
      Company
	
       
	
      Has the meaning set out in the preamble to this
      Agreement.

	
       
	
       
	
       

	
      Deed of
    Issue
	
       
	
      The deed of issue of   shares in the capital of
      the Company to Lux Holdco, substantially in the form   as attached hereto
      as Annex B.

	
       
	
       
	
       

	
      Framework
      Agreement
	
       
	
      the Framework and IPO   Agreement relating to the
      creation of the Cnova group, consisting of Cnova   N.V. and its
      subsidiaries, originally entered into by and among CGP,   Companhia
      Brasileira de Distribuição, Via Varejo S.A., Nova Pontocom Comércio
      Eletrônico S.A. and Nova OpCo as of the [eleventh] day of July two
      thousand fourteen.

	
       
	
       
	
       

	
      Nova   OpCo
	
       
	
      Bruxelas   Empreendimentos e Participações S.A.,
      a sociedade anônima organized under the   laws of Brazil, headquartered in
      the City of São Paulo, State of São Paulo,   at Avenida Brigadeiro Luiz
      Antônio, No. 3172, 2nd floor, Brazil,   registered with the CNPJ/MF
      under 




 

4




 





 

	
       
	
       
	
      number   07.170.938/0001-07.

	
       
	
       
	
       

	
      Nova OpCo
    Shares
	
       
	
      Has the meaning set out in recital
    B.

	
       
	
       
	
       

	
      Party
	
       
	
      A party to this Agreement.

	
       
	
       
	
       

	
      Resolution
	
       
	
      Has the meaning set out in recital
    C.

	
       
	
       
	
       

	
      Shares
	
       
	
      [two hundred twenty   million four hundred
      eighty-one thousand and four hundred (220,481,400)]   ordinary shares in
      the capital of the Company, having a nominal value of one   eurocent (EUR
      0.01) each and numbered 101 up to and including
    [220,481,500].




 

1.2                             
References to statutory
provisions are to those provisions as they are in force from time to
time.

 

1.3                             
Terms that are defined in the
singular have a corresponding meaning in the plural and vice versa.

 

1.4                             
Words denoting a gender include
each other gender.

 

1.5                             
The terms “written” and “in
writing” include the use of electronic means of communication.

 

1.6                             
Although this Agreement has been
drafted in the English language, this Agreement pertains to Dutch legal
concepts. Any consequence of the use of English words and expressions in this
Agreement under any law other than Dutch law shall be disregarded.

 

1.7                             
The words “include”, “included”
and “including” are used to indicate that the matters listed are not a complete
enumeration of all matters covered.

 

1.8                             
The titles and headings in this
Agreement are for construction purposes as well as for reference. No Party may
derive any rights from such titles and headings.

 

2                                       
CONTRIBUTION AND
TRANSFER

 

2.1                             
Contribution

 

2.1.1                   
Further to the Resolution, Lux
Holdco hereby agrees with the Company to pay up in full the Shares to be issued
by the Company through the execution

 

5




 





 

of the Deed of Issue, by contributing and transferring
the Nova OpCo Shares to the Company, subject to the terms and conditions laid
down in this Agreement.

 

2.1.2                   
The Nova OpCo Shares will be
contributed, and recorded in the Company’s accounts, at the same value as the
book value at which the Nova OpCo Shares are recorded in Lux Holdco’s
accounts.

 

2.1.3                   
Any value of the Nova OpCo Shares
in excess of the nominal value of the Shares is deemed to be share premium
(agio) and shall be added to the Company’s share premium
reserve.

 

2.1.4                   
The Company shall register the
issue of the Shares to Lux Holdco in its shareholders register following
execution of the Deed of Issue.

 

2.2                             
Transfer of Nova OpCo
Shares

 

2.2.1                   
In giving effect to the agreement
under Clause 2.1.1, the Company hereby transfers the Nova OpCo Shares to the
Company and the Company accepts the same from Lux Holdco. Lux Holdco and the
Company hereby undertake to comply with any formalities required under Brazilian
law to perfect the present transfer as soon as practical but in any event no
later than three (3) days following the execution of the Deed of
Issue.

 

3                                       
NOTICES

 

3.1                             
All notices given under or in
connection with this Agreement shall be given by electronic means or in writing
and, in the latter case, shall be sent by courier service or by registered mail
(with a copy of such notice being sent in advance by e-mail). All such notices
shall be addressed to their respective addresses as included in the preamble of
this Agreement, unless otherwise notified by a Party to the other
Party.

 

4                                       
FURTHER
ACTION

 

If at any time after the execution of this Agreement
any further action is necessary or desirable in order to implement this
Agreement, each Party shall take all such actions as may reasonably be requested
from it by the other Party.

 

6




 





 

5                                       
NO
IMPLIED WAIVER; NO FORFEITURE OF RIGHTS

 

5.1                             
Nothing shall be construed as a
waiver under this Agreement unless a document to that effect has been signed by
the Parties or a notice to that effect has been given.

 

5.2                             
The failure of a Party to
exercise or enforce any right under this Agreement shall not constitute a waiver
of the right to exercise or enforce such right in the future.

 

5.3                             
Where a Party does not exercise
any right under this Agreement (which shall include the granting by a Party to
any other Party of an extension of time in which to perform its obligations
under any provision hereof), this shall not be deemed to constitute a forfeiture
of any such rights (rechtsverwerking).

 

6                                       
NO
THIRD PARTY STIPULATION

 

This Agreement does not contain any third party
stipulation (derdenbeding) in favour of any person.

 

7                                       
AMENDMENT

 

No amendment to this Agreement shall have any force or
effect unless it is in writing and signed by each Party.

 

8                                       
INVALIDITY

 

In the event that a provision of this Agreement is null
and void or unenforceable (either in whole or in part):

 

a.                                     
the remainder of this Agreement
shall continue to be effective to the extent that, given this Agreement’s
substance and purpose, such remainder is not inextricably related to the null
and void or unenforceable provision; and

 

b.                                     
the Parties shall make every
effort to reach agreement on a new provision which differs as little as possible
from the null and void or unenforceable provision, taking into account the
substance and purpose of this Agreement.

 

9                                       
NO
RESCISSION

 

To the extent permitted by law, the Parties hereby
waive their rights to

 

7




 





 

rescind or nullify, or to demand the rescission,
nullification or amendment of, this Agreement on any grounds
whatsoever.

 

10                                
NO
TRANSFER, ASSIGNMENT OR ENCUMBRANCE

 

No Party may transfer, assign or encumber its
contractual relationship, any of its rights or any of its obligations under this
Agreement without the prior written consent of the other Party.

 

11                                
GOVERNING LAW AND
JURISDICTION

 

11.1                      
This Agreement shall be governed
by and construed in accordance with the laws of the Netherlands.

 

11.2                      
The Parties agree that any
dispute in connection with this Agreement or any agreement resulting therefrom
shall be submitted to the exclusive jurisdiction of the competent court in
Amsterdam.

 

(signature
pages follow)

 

8




 





 

This
Agreement has been entered into on the date stated at the beginning of this
Agreement and may be signed in counterparts, which together shall constitute one
and the same agreement.

 

	
       
	
       

	
      Jaïpur   Financial Markets S.à
      r.l.
	
       

	
       
	
       

	
      Name :
	
       

	
       
	
       

	
      Title : Manager A
	
       

	
       
	
       

	
       
	
       

	
       
	
       

	
      Jaïpur   Financial Markets S.à
      r.l.
	
       

	
       
	
       

	
      Name :
	
       

	
       
	
       

	
      Title : Manager B
	
       

	
       
	
       

	
       
	
       

	
       
	
       

	
      Jaïpur   Financial Markets
      B.V.
	
       

	
       
	
       

	
      Name : O. Vela
	
       

	
       
	
       

	
      Title : director A
	
       

	
       
	
       

	
       
	
       

	
       
	
       

	
      Jaïpur   Financial Markets
      B.V.
	
       

	
       
	
       

	
      Name : H. Loevendie
	
       

	
       
	
       

	
      Title : director B
	
       




 

9




 





 

ANNEX A - RESOLUTION

 

10




 





 

ANNEX B - DEED OF
ISSUE

 

11




 





 

SCHEDULE 4.3

 

AGREED FORM OF CNOVA
CONTRIBUTION AGREEMENT

 

58




 





 



 

CONTRIBUTION
AGREEMENT

 

among

 

Cnova N.V.

 

Casino, Guichard-Perrachon
S.A.

 

Almacenes Éxito S.A.

 

and

 

Jaïpur Financial Markets
B.V.

 

Dated as of [23] July 2014

 



 

1




 





 

Table of Contents

 

	
      1
	
      Definitions and interpretation
	
      5

	
       
	
       
	
       

	
      2
	
      CE Contribution and transfer
	
      8

	
       
	
       
	
       

	
      3
	
      JV CD Colombia Contribution and
      transfer
	
      12

	
       
	
       
	
       

	
      4
	
      Nova OpCo Contribution and
    transfer
	
      13

	
       
	
       
	
       

	
      5
	
      Notices
	
      14

	
       
	
       
	
       

	
      6
	
      Further Action
	
      14

	
       
	
       
	
       

	
      7
	
      No Implied Waiver; No   Forfeiture of
      Rights
	
      14

	
       
	
       
	
       

	
      8
	
      No Third Party Stipulation
	
      14

	
       
	
       
	
       

	
      9
	
      Amendment
	
      15

	
       
	
       
	
       

	
      10
	
      Invalidity
	
      15

	
       
	
       
	
       

	
      11
	
      No Rescission
	
      15

	
       
	
       
	
       

	
      12
	
      No Transfer, Assignment or
      Encumbrance
	
      15

	
       
	
       
	
       

	
      13
	
      Governing Law and Jurisdiction
	
      15

	
       
	
       
	
       

	
      Annex   A - Resolution
	
      19

	
       
	
       

	
      Annex   B - Deed of Issue
	
      20

	
       
	
       

	
      Annex   C - Form of Description and
      Auditor’s Statement
	
      21




 

2




 





 

CONTRIBUTION
AGREEMENT

 

THIS
AGREEMENT IS MADE ON [23]
JULY
2014 AMONG:

 

1.                                    
Cnova
N.V., a public company with
limited liability (naamloze vennootschap) organized under the laws of the
Netherlands, having its corporate seat in Amsterdam and registered office at
Professor Dr Dorgelolaan 30D, 5613 AM Eindhoven, the Netherlands, registered
with the trade register under number 60776676 (the “Company”);

 

2.                                    
Casino,
Guichard-Perrachon S.A., a
société anonyme organized under the laws of France, having its registered
office at 1, Esplanade de France, 42000 Saint-Etienne, France, registered with
the registry of trade and companies of Saint-Etienne under number
554 501 171 (“CGP”);

 

3.                                    
Almacenes Éxito S.A., a company organized under the laws of
Colombia, headquartered in
Envigado, Department of Antioquia, Colombia,
registered with the trade register under number 890900608-9 (“Exito”);
and

 

4.                                    
Jaïpur
Financial Markets B.V., a
private limited liability company (besloten vennootschap met beperkte
aansprakelijkheid) under Dutch law, having its corporate seat at Amsterdam
(address: 1118 BH Schiphol, Schiphol Boulevard 231, trade register number
60838892) (“Dutch HoldCo”).

 

The
Company, CGP, Exito, and Dutch HoldCo are hereinafter jointly referred to as the
“Parties” and each of them as a “Party”.

 

BACKGROUND

 

A.                                  
The Parties are all members
of the Casino Group, being all controlled (other than CGP itself), directly or
indirectly, by CGP.

 

B.                                  
The Parties contemplate
transferring the shares of CE, Nova OpCo and JV CD Colombia, which companies are
part of the Casino Group and carry out certain e-commerce activities, notably
under the brands Cdiscount (in France, Latin America, Asia and Africa), Casas
Bahia, Pontofrio and Extra (in Brazil), to the Company, with a view to creating
a global e-commerce player with significant scale to strengthen the

 

3




 





 

positioning of these e-commerce activities, pursuant to
a Framework and IPO Agreement originally entered into by and among CGP,
Companhia Brasileira de Distribuição, Via Varejo S.A. Nova Pontocom Comércio
Eletrônico S.A. and Nova OpCo as of [11] July 2014 (the “Framework and
IPO Agreement”).

 

C.                                  
Under the Framework and IPO
Agreement, (i) CGP has agreed to transfer 166,616,203 shares, representing
99.8% of the capital of CE (the “CE Shares”) to the Company as a
contribution in kind in exchange for newly issued shares in the capital of the
Company (the “CE Contribution”); (ii) Exito has agreed to transfer
406,434 shares, representing 21% of the capital of JV CD Colombia (the “JV CD
Colombia Shares”) to the Company as a contribution in kind in exchange for
newly issued shares in the capital of the Company (the “JV CD Colombia
Contribution”); and (iii) Dutch HoldCo has agreed to transfer,
subsequently after the CE Contribution and the JV CD Colombia Contribution,
[number] shares, representing 100% of
the capital of Nova OpCo (the “Nova OpCo Shares”) to the Company as a
contribution in kind in exchange for newly issued shares in the capital of the
Company (the “Nova OpCo Contribution” and, together with the CE
Contribution and the JV CD Colombia Contribution, the
“Contributions”).

 

D.                                  
On [the date hereof], CGP,
Exito and Dutch HoldCo, acting in their capacity as shareholders of the Company,
adopted a written resolution, approving among other things, the entering into of
this Agreement and the Contributions, and resolving on the related issue of the
Cnova Shares, subject to the terms and conditions of this Agreement, a copy of
which is attached hereto as Annex A (the “Resolution”).

 

E.                                  
In connection with the
Contributions, the Company’s board of directors has prepared a description of
the CE Shares, the Nova OpCo Shares and the JV CD Columbia Shares in accordance
with Section 2:94b(1) of the Dutch Civil Code (the
“Description”).

 

F.                                   
The Company has been
furnished an auditor’s statement from [Mazars] stating that the value of the CE
Shares, the Nova OpCo Shares and the JV CD Colombia Shares is at least equal to
the amount that needs to be paid up on the Cnova Shares to be issued by the
Company to CGP, Exito and Dutch HoldCo, respectively, in connection with the
Contributions. The auditor’s statement is appended to the Description and these
documents are both attached hereto as Annex C.

 

4




 





 

G.                                 
The Parties wish to lay down
in this Agreement certain of their rights and obligations in relation to the
Contributions.

 

THE
PARTIES THEREFORE AGREE AS FOLLOWS

 

1                                       
DEFINITIONS AND
INTERPRETATION

 

1.1                             
In this Agreement the following
definitions shall apply:

 

	
      Agreement
	
       
	
      This contribution agreement.

	
       
	
       
	
       

	
      Annex
	
       
	
      An annex to this Agreement.

	
       
	
       
	
       

	
      Articles of
      Association
	
       
	
      the Company’s   articles of
      association.

	
       
	
       
	
       

	
      Casino
    Group
	
       
	
      Means the group of companies constituted of CGP
      and its direct and indirect subsidiaries.

	
       
	
       
	
       

	
      CE
	
       
	
      Cdiscount Group S.A.S. (formerly Casino
      Entreprise S.A.S.), a société par actions simplifiée organized
      under the laws of   France, having its registered office at 1, Esplanade
      de France, 42000   Saint-Etienne, France, registered with the registry of
      trade and companies of   Saint-Etienne under number 422
      919 548.

	
       
	
       
	
       

	
      CE
      Contribution
	
       
	
      Has the meaning set out in recital
    C.

	
       
	
       
	
       

	
      CE   Shares
	
       
	
      Has the meaning set out in recital
    C.

	
       
	
       
	
       

	
      CGI
	
       
	
      Has the meaning set out in Clause
      2.3.1(d).

	
       
	
       
	
       

	
      CGP
	
       
	
      Has the meaning set out in the preamble to this
      Agreement.

	
       
	
       
	
       

	
      Clause
	
       
	
      A clause of this Agreement.

	
       
	
       
	
       

	
      Cnova
    Shares
	
       
	
      The Shares CGP, the Shares Dutch Holdco and the
      Shares Exito   collectively.

	
       
	
       
	
       

	
      Company
	
       
	
      Has the meaning set out in the preamble to this
      Agreement.

	
       
	
       
	
       

	
      Condition
	
       
	
      the condition   precedent (opschortende
      voorwaarde) of the   execution of the Deed of
  Amendment.




 

5




 





 

	
      Contributions
	
       
	
      Has the meaning set out in recital
    C.

	
       
	
       
	
       

	
      Deed of
      Amendment
	
       
	
      the deed of amendment   to the Articles of
      Association, in accordance with the draft deed, drawn up   by NautaDutilh
      N.V. and bearing the reference 82039049 M 12196791 (unofficial
      translation bearing the reference: 82039049 M 12134925).

	
       
	
       
	
       

	
      Deed of
    Issue
	
       
	
      The deed of issue of   shares in the capital of
      the Company to CGP, Exito, Dutch HoldCo   respectively, substantially in
      the form as appended hereto as Annex B.

	
       
	
       
	
       

	
      Description
	
       
	
      Has the meaning set out in recital
    E.

	
       
	
       
	
       

	
      Dutch
    HoldCo
	
       
	
      Has the meaning set out in the preamble to this
      Agreement.

	
       
	
       
	
       

	
      Exito
	
       
	
      Has the meaning set out in the preamble to this
      Agreement.

	
       
	
       
	
       

	
      Framework   and IPO
      Agreement
	
       
	
      Has the meaning set out in recital
    B.

	
       
	
       
	
       

	
      JV CD
    Colombia
	
       
	
      Cdiscount Colombia S.A.S., a company organized
      under   the laws of Colombia, domiciled in the city of Envigado, Colombia,
      registered   in the public business register under number
      260638.

	
       
	
       
	
       

	
      JV CD Colombia
      Contribution
	
       
	
      Has the meaning set out in recital
    C.

	
       
	
       
	
       

	
      JV CD Colombia
      Shares
	
       
	
      Has the meaning set out in recital
    C.

	
       
	
       
	
       

	
      Nova   OpCo
	
       
	
      Bruxelas   Empreendimentos e Participações S.A.,
      a sociedade anônima   organized under the laws of Brazil,
      headquartered in the City of São Paulo,   State of São Paulo, at Avenida
      Brigadeiro Luiz Antônio, No. 3172, 2nd   floor, Brazil, registered
      with the CNPJ/MF under number 07.170.938/0001-07.

	
       
	
       
	
       

	
      Nova   OpCo
      Contribution
	
       
	
      Has the meaning set out in recital
    C.




 

6




 





 

	
      Nova OpCo
    Shares
	
       
	
      Has the meaning set out in recital
    C.

	
       
	
       
	
       

	
      Party
	
       
	
      A party to this Agreement.

	
       
	
       
	
       

	
      Resolution
	
       
	
      Has the meaning set out in recital
    D.

	
       
	
       
	
       

	
      Shares   CGP
	
       
	
      190,557,009 ordinary registered shares in the
      capital of the Company,   each having a nominal value of five eurocent
      (EUR 0.05), numbered 900,001 up   to and including 191,457,009, to be
      issued to CGP in accordance with Clause   2.1.1.

	
       
	
       
	
       

	
      Shares   Dutch
      HoldCo
	
       
	
      220,000,000 ordinary registered shares in the
      capital of the Company,   each having a nominal value of five eurocent
      (EUR 0.05), numbered 192,114,953   up to and including 412,114,952, to be
      issued to Dutch HoldCo in accordance   with Clause 4.1.1.

	
       
	
       
	
       

	
      Shares
    Exito
	
       
	
      657,943 ordinary registered shares in the capital
      of the Company, each   having a nominal value of five eurocent (EUR 0.05),
      numbered 191,457,010 up   to and including 192,114,952, to be issued to
      Exito in accordance with Clause   3.1.1.




 

1.2                             
References to statutory
provisions are to those provisions as they are in force from time to
time.

 

1.3                             
Terms that are defined in the
singular have a corresponding meaning in the plural and vice versa.

 

1.4                             
Words denoting a gender include
each other gender.

 

1.5                             
The terms “written” and “in
writing” include the use of electronic means of communication.

 

1.6                             
Although this Agreement has been
drafted in the English language, this Agreement pertains to Dutch legal
concepts. Any consequence of the use of English words and expressions in this
Agreement under any law other than Dutch law shall be disregarded.

 

1.7                             
The words “include”, “included”
and “including” are used to indicate that

 

7




 





 

the matters listed are not a complete enumeration of
all matters covered.

 

1.8                             
The titles and headings in this
Agreement are for construction purposes as well as for reference. No Party may
derive any rights from such titles and headings.

 

2                                       
CE
CONTRIBUTION AND TRANSFER

 

2.1                             
CE
Contribution

 

2.1.1                   
Further to the Resolution, CGP
hereby agrees with the Company to pay up in full the Shares CGP to be issued to
CGP through the execution of the Deed of Issue and subject to fulfilment of the
Condition, by contributing and transferring the CE Shares to the Company,
subject to the terms and conditions laid down in this Agreement.

 

2.1.2                   
The CE Shares will be
contributed, and recorded in the Company’s accounts, at the same value as the
book value at which the CE Shares are recorded in CGP’s accounts.

 

2.1.3                   
Any value of the CE Shares in
excess of the aggregate nominal value of the Shares CGP is deemed to be
non-stipulated share premium (agio) and shall be added to the Company’s
share premium reserve.

 

2.1.4                   
The Company shall register the
issue of the Shares CGP to CGP in its shareholders register following fulfilment
of the Condition.

 

2.2                             
Transfer of CE Shares

 

2.2.1                   
In giving effect to the agreement
under Clause 2.1.1, CGP hereby transfers the CE Shares to the Company and the
Company hereby accepts the same from CGP. CGP and the Company hereby undertake
to comply with any formalities required under French law to perfect the present
transfer, including the execution of a share transfer order and the registration
of the transfer of the CE Shares to the Company in the shareholders register
(registres des mouvements de titres) of CE and the relevant shareholders
account, as soon as practical but in any event no later than three (3) days
following the execution of the Deed of Issue.

 

2.2.2                   
Clause 2.2.1 is subject to
article 6.3 of the Framework and IPO Agreement.

 

8




 





 

2.3                             
Tax
representations relating to the CE Contribution

 

2.3.1                   
General
representations

 

a.                                     
CGP and the Company will comply
with any applicable statutory rules with respect to reporting obligations
in connection with French corporate income tax and any other taxes resulting
from the consummation of the CE Contribution, as further detailed
hereafter.

 

b.                                     
CGP is a corporation having its
registered office in France and is therefore subject to French corporate income
tax under ordinary rules.

 

c.                                      
The Company is a limited
liability company having its corporate seat in the Netherlands.

 

d.                                     
CGP and the Company wish to elect
for the CE Contribution to be subject to the favorable tax regime provided for
by Articles 210 A & B of the French Tax Code (code général des
impôts or “CGI”).

 

2.3.2                   
Corporate income tax

 

For the purpose of benefitting from the tax favorable
regime provided for by Articles 210 A, B and C of the CGI, CGP and the Company
hereby take the following commitments subject however to the grant by the French
tax authorities of a tax ruling pursuant to Articles 210-B and 210-C of the CGI
no later than 30 April 2015. To this effect:

 

a.                                     
CGP undertakes, if one of the
conditions listed below is not complied with, to pay the taxes resulting from
the withdrawal of the French tax ruling requested on [date of the
request]:

 

·                     
CGP shall hold the Shares CGP
issued by the Company in consideration of the CE Contribution for at least three
years;

 

·                     
in order to compute future
capital gains to be recognized upon the disposition of the Shares CGP issued by
the Company in consideration of the CE Contribution, CGP shall use
the

 

9




 





 

value that the
CE Shares had for tax purposes in CGP’s accounts;

 

·                     
the CE Shares contributed to the
Company shall be held by the Company for as long as the Shares CGP, issued by
the Company in consideration of the CE Contribution, are held by CGP;

 

·                     
the share premium (agio)
recorded by the Company as part of the CE Contribution shall be earmarked and
kept unchanged in the books of the Company for as long as the Shares CGP, issued
by the Company in consideration of the CE Contribution, are held by
CGP;

 

·                     
the Company shall not reimburse,
partially or fully, the contribution made by CGP and shall not repurchase,
partially or fully, the Shares CGP, issued by the Company in consideration of
the CE Contribution, for as long as the Shares CGP are held by CGP;

 

·                     
CGP shall inform the French tax
administration of any new fact affecting directly or indirectly the compliance
with the above-mentioned conditions;

 

·                     
throughout the effective duration
of the above-mentioned holding commitments, CGP will annex to the statement
provided for by Article 54 septies I of the CGI, a statement consistent
with the template attached as an annex to the above-mentioned French tax
ruling;

 

·                     
the Casino group shall support,
notably in case of withdrawal of the tax ruling, the potential double taxation
on future capital gains resulting from the sale of the CE Shares that would be
caused by the contribution of the CE Shares at their book value;

 

·                     
the Company shall keep unchanged
in its balance sheet the entire share premium that would be recorded, as the
case may be, as a result of stock split splitting each ordinary share in the
Company’s capital in two, to occur prior to the CE Contribution.

 

10




 





 

b.                                     
In addition, the Company
undertakes, as appropriate and for purposes of French corporate income tax only,
to comply with all requirements set forth in Articles 210 A & B of the
CGI. As a consequence, the Company undertakes to:

 

·                     
record on the liability side of
the balance sheet of its French operations the reserves whose taxation is
deferred at the level of CGP and which relate to the contributed assets and do
not become purposeless as a result of the CE Contribution (Article 210 A 3
a of the CGI);

 

·                     
take over from CGP, and comply
with, any obligation to recapture income and gains which were previously
deferred for the taxation of CGP (Article 210 A-3-b of the CGI) to the
extent attributable to the contributed assets;

 

·                     
compute future capital gains to
be recognized upon the disposition of the CE Shares received from CGP from the
tax basis of CGP in these CE Shares (Article 210 A-3 c of the
CGI);

 

·                     
recapture in its French taxable
income, within the period and under the conditions set forth at Article 210
A-3 d of the CGI, any capital gains realized as the case may be upon the CE
Contribution and which relate to depreciable assets received from
CGP;

 

·                     
record in the balance sheet of
its French operations any assets received from CGP - other than permanent /
fixed assets - contributed for the value that they had for tax purposes in the
books of CGP or, alternatively, include in the taxable income of the tax year of
the CE Contribution the profit equal to the excess of the contribution value of
such assets over their tax basis in the books of CGP (Article 210 A 3 e of
the CGI).

 

Generally, the Company will, from the date of
consummation of the CE Contribution, substitute for CGP with respect to any
commitments or obligations in relation to the CE Shares, in particular, those
previously taken, as the case may be, by CGP pursuant to Article 210 B bis
of the CGI

 

11




 





 

as well as any commitment taken by CGP in connection
with prior contributions in kind, mergers or similar transactions.

 

3                                       
JV CD
COLOMBIA CONTRIBUTION AND TRANSFER

 

3.1                             
JV CD
Colombia Contribution

 

3.1.1                   
Further to the Resolution, Exito
hereby agrees with the Company to pay up in full the Shares Exito to be issued
to Exito through the execution of the Deed of Issue and subject to fulfilment of
the Condition, by contributing and transferring the JV CD Colombia Shares to the
Company, subject to the terms and conditions laid down in this
Agreement.

 

3.1.2                   
The JV CD Colombia Shares will be
contributed, and recorded in the Company’s accounts, at the same value as the
book value at which the JV CD Colombia Shares are recorded in Exito’s
accounts.

 

3.1.3                   
Any value of the JV CD Colombia
Shares in excess of the aggregate nominal value of the Shares Exito is deemed to
be non-stipulated share premium (agio) and shall be added to the
Company’s share premium reserve.

 

3.1.4                   
The Company shall register the
issue of the Shares Exito to Exito in its shareholders register following
fulfilment of the Condition.

 

3.2                             
Transfer of JV CD Colombia
Shares

 

3.2.1                   
In giving effect to the JV CD
Colombia Contribution, Exito shall transfer the JV CD Colombia Shares to the
Company and the Company shall accept the same from Exito. Exito hereby
undertakes to comply with any formalities required under Colombian law to
perfect the present transfer, including the registration of the transfer of the
JV CD Colombia Shares to the Company in the shareholders ledger (libro de
registro de accionistas) of JV CD Colombia and the cancellation of Exito’s
share certificates representing the JV CD Colombia Shares and issuance of new
share certificates to the Company representing the JV CD Colombia Shares, as
soon as practical but in any event no later than three (3) days following
the execution of the Deed of Issue.

 

3.2.2                   
CGP shall cause Cdiscount
International B.V. to waive its right to acquire JV CD Colombia Shares in
furtherance of the right of first refusal set

 

12




 





 

forth in the bylaws of JV CD Colombia and to execute
and deliver, or cause to be executed and delivered, all documents and to take,
or cause to be taken, all actions that may be necessary or appropriate to
effectuate such waiver.

 

3.2.3                   
Clause 3.2.1 is subject to
article 6.3 of the Framework and IPO Agreement.

 

4                                       
NOVA
OPCO CONTRIBUTION AND TRANSFER

 

4.1                             
Nova
OpCo Contribution

 

4.1.1                   
Further to the Resolution, Dutch
HoldCo hereby agrees with the Company to pay up in full the Dutch HoldCo Shares
to be issued to Dutch HoldCo through the execution of the Deed of Issue and
subject to fulfilment of the Condition, by contributing and transferring the
Nova OpCo Shares to the Company, subject to the terms and conditions laid down
in this Agreement.

 

4.1.2                   
The Nova OpCo Shares will be
contributed, and recorded in the Company’s accounts, at the same value as the
book value at which the Nova OpCo Shares are recorded in Dutch HoldCo’s
accounts.

 

4.1.3                   
Any value of the Nova OpCo Shares
in excess of the aggregate nominal value of the Shares Dutch HoldCo is deemed to
be non-stipulated share premium (agio) and shall be added to the
Company’s share premium reserve.

 

4.1.4                   
The Company shall register the
issue of the Shares Dutch HoldCo to Dutch HoldCo in its shareholders register
following fulfilment of the Condition.

 

4.2                             
Transfer of Nova OpCo
Shares

 

4.2.1                   
In giving effect to the Nova OpCo
Contribution, Dutch HoldCo hereby transfers the Nova OpCo Shares to the Company
and the Company accepts the same from Dutch HoldCo. Dutch HoldCo and the Company
hereby undertake to comply with any formalities required under Brazilian law to
perfect the present transfer, including the registration of the transfer of the
relevant Nova OpCo Shares in Nova OpCo’s corporate books and with the Central
Bank of Brazil, as soon as practical but in any event

 

13




 





 

no later than three (3) days following the
execution of the Deed of Issue.

 

4.2.2                   
Clause 4.2.1 is subject to
article 6.3 of the Framework and IPO Agreement.

 

5                                       
NOTICES

 

5.1                             
All notices given under or in
connection with this Agreement shall be given by electronic means or in writing
and, in the latter case, shall be sent by courier service or by registered mail
(with a copy of such notice being sent in advance by e-mail). All such notices
shall be addressed to their respective addresses as included in the preamble of
this Agreement, unless otherwise notified by a Party to all other
Parties.

 

6                                       
FURTHER
ACTION

 

If at any time after the execution of this Agreement
any further action is necessary or desirable in order to implement this
Agreement, each Party shall take all such actions as may reasonably be requested
from it by any other Party.

 

7                                       
NO
IMPLIED WAIVER; NO FORFEITURE OF RIGHTS

 

7.1                             
Nothing shall be construed as a
waiver under this Agreement unless a document to that effect has been signed by
the Parties or a notice to that effect has been given.

 

7.2                             
The failure of a Party to
exercise or enforce any right under this Agreement shall not constitute a waiver
of the right to exercise or enforce such right in the future.

 

7.3                             
Where a Party does not exercise
any right under this Agreement (which shall include the granting by a Party to
any other Party of an extension of time in which to perform its obligations
under any provision hereof), this shall not be deemed to constitute a forfeiture
of any such rights (rechtsverwerking).

 

8                                       
NO
THIRD PARTY STIPULATION

 

This Agreement does not contain any third party
stipulation

 

14




 





 

(derdenbeding) in favour of any
person.

 

9                                       
AMENDMENT

 

No amendment to this Agreement shall have any force or
effect unless it is in writing and signed by each Party.

 

10                                
INVALIDITY

 

In the event that a provision of this Agreement is null
and void or unenforceable (either in whole or in part):

 

a.                                     
the remainder of this Agreement
shall continue to be effective to the extent that, given this Agreement’s
substance and purpose, such remainder is not inextricably related to the null
and void or unenforceable provision; and

 

b.                                     
the Parties shall make every
effort to reach agreement on a new provision which differs as little as possible
from the null and void or unenforceable provision, taking into account the
substance and purpose of this Agreement.

 

11                                
NO
RESCISSION

 

To the extent permitted by law, the Parties hereby
waive their rights to rescind or nullify, or to demand the rescission,
nullification or amendment of, this Agreement on any grounds
whatsoever.

 

12                                
NO
TRANSFER, ASSIGNMENT OR ENCUMBRANCE

 

No Party may transfer, assign or encumber its
contractual relationship, any of its rights or any of its obligations under this
Agreement without the prior written consent of each other Party.

 

13                                
GOVERNING LAW AND
JURISDICTION

 

13.1                      
This Agreement shall be governed
by and construed in accordance with the laws of the Netherlands.

 

13.2                      
The Parties agree that any
dispute in connection with this Agreement or any agreement resulting therefrom
shall be submitted to the exclusive jurisdiction of the competent court in
Amsterdam.

 

15




 





 

(signature
pages follow)

 

16




 





 

This
Agreement has been entered into on the date stated at the beginning of this
Agreement and may be signed in counterparts, which together shall constitute one
and the same agreement.

 

	
       
	
       

	
      Cnova   N.V.
	
       

	
       
	
       

	
      Name
	
      :
	
       

	
       
	
       
	
       

	
      Title
	
      :
	
       

	
       
	
       
	
       

	
      Date
	
      :
	
       




 

	
       
	
       

	
      Casino, Guichard-Perrachon
      S.A.
	
       

	
       
	
       

	
      Name
	
      :
	
       

	
       
	
       
	
       

	
      Title
	
      :
	
       

	
       
	
       
	
       

	
      Date
	
      :
	
       




 

	
       
	
       

	
      Almacenes Éxito
      S.A.
	
       

	
       
	
       
	
       

	
      Name
	
      :
	
       

	
       
	
       
	
       

	
      Title
	
      :
	
       

	
       
	
       
	
       

	
      Date
	
      :
	
       




 

17




 





 

	
       
	
       

	
      Jaïpur   Financial Markets
      B.V.
	
       

	
       
	
       

	
      Name
	
      :
	
       

	
       
	
       
	
       

	
      Title
	
      :
	
       

	
       
	
       
	
       

	
      Date
	
      :
	
       




 

18




 





 

ANNEX A - RESOLUTION

 

19




 





 

ANNEX B - DEED OF
ISSUE

 

20




 





 

ANNEX C - FORM OF DESCRIPTION
AND AUDITOR’S STATEMENT

 

21




 





 

SCHEDULE 4.4 (C)(I)

 

TERM
SHEET OF JV CD COLOMBIA OPERATIONAL SERVICES AGREEMENT

 

	
      Parties
	
      Éxito and JV CD Colombia

	
       
	
       

	
      Scope
	
      Éxito to provide services to JV CD Colombia to
      support the   development and the operations of the e-commerce business of
      JV CD Colombia   in Colombia

	
       
	
       

	
      Services
	
      A description of the services to be provided by
      Éxito to JV   CD Colombia (the “Services”) is attached as
      Schedule A

	
       
	
       

	
      Price
	
      The prices of the Services shall be at market
      conditions or   at costs

	
       
	
       

	
      Payment
	
      Payment by JV CD Colombia on a monthly
      basis

	
       
	
       

	
      Term
	
      1 year, renewed automatically for additional 1
      year periods   unless either of Éxito or JV CD Colombia expresses its
      intention not to renew   with at least 90-day notice

	
       
	
       

	
      Liability
	
      The Services will be performed entirely at
      Éxito’s risk,   and Éxito assumes all responsibility for the condition of
      tools and equipment   used in the performance of the Services. Without
      limitation, JV CD Colombia   shall under no circumstances be liable to
      Éxito for any special, indirect or   consequential damages, including, but
      not limited to, loss of profits or loss   of business
      opportunity.

	
       
	
       

	
      Confidentiality
	
      Confidentiality obligations covering all
      non-public   information disclosed by a party to the other party and
      expiring 1 year after   the termination the operational services
      agreement

	
       
	
       

	
      Taxes
	
      Any and all taxes imposed or assessed by reason
      of the   operational services agreement or its performance shall be paid
      by Éxito

	
       
	
       

	
      Warranty
	
      Éxito shall warrant to JV CD Colombia that the
      Services   will be of the kind and quality designated and will be
      performed by qualified   personnel

	
       
	
       

	
      Governing Law /
      Dispute 
   Resolution
	
      Colombian law /
  Arbitration




 

59




 





 

Annex
A

 

Description
of the Services

 

Finance

 

·                               
Accounting and tax
administration, financial reporting and planning, internal audit, trading goods
and services, maintenance, payroll payment, treasury services and
portfolio.

 

Human
Resources

 

·                               
Recruitment, selection,
training, compensation and structures, labor welfare, labor relations, holistic
health, internal communications and labor claims.

 

Legal

 

·                               
Advisory, legal
proceedings.

 

Delivery
including pick-up at store (in
store handling)

 

·                               
Storage and
personnel.

 

Real
Estate

 

·                               
Manage and invoice
warehouse lease (including administrative utilities) and office lease (including
administrative utilities).

 

·                               
Provide solutions for JV
CD Colombia warehouse and office expansion through leasing (asset lease and/or
fit-out construction) or through Greenfield projects for warehouse (asset
construction including fit-out).

 

Marketing

 

·                               
Advisory service in
strategy, campaign development, and traffic related agencies, review of parts
and alignment with Éxito’s strategy.

 

·                               
Transfer of Éxito’s
rates for service media; use of Éxito’s clients data base.

 

IT
Costs

 

·                               
Structure, implement and
manage licenses and developments agreements for SAP, Rotar, NEON, SIPLA
(Blacklist), SINCO, Terradata, Sinemax, Redhumana-Infox, WMS and
Picking.

 

Logistics

 

·                               
Shipping from warehouse
to store.

 

·                               
Warehouse occupation,
handling and pick-up services.

 

·                               
Transfer between Éxito
warehouse and JV CD Colombia warehouse.

 

60




 





 

SCHEDULE 4.4 (C)(II)

 

TERM
SHEET OF PUT AND CALL OPTIONS REGARDING A 29% INTEREST IN THE SHARE
 CAPITAL
OF JV CD COLOMBIA

 

	
      Parties
	
      Éxito   and Cnova

	
       
	
       

	
      Call
Option
	
       

	
       
	
       

	
      Object
	
      29%   of the share capital of JV CD
      Colombia

	
       
	
       

	
      Call
      option holder
	
      Cnova

	
       
	
       

	
      Exercise
      period
	
      As   from September 1, 2017

	
       
	
       

	
      Call
      Option Price
	
      On   a 100% basis, the higher of:

       

      (i)                   
      the sales of   JV CD
      Colombia for the preceding twelve month period, multiplied by the ratio
      which is (x) the enterprise value of Cnova on the date in which the
      Call   Option is exercised, divided by (y) the sales of Cnova for the
      preceding   twelve month period reduced by net financial debt of Cnova;
      or

       

      (ii)                
      the amount   corresponding
      to the Discounted Cash Flow (DCF) valuation of JV CD Colombia   based on
      the 2014-2023 business plan, yearly increased in the same percentage   as
      the percentage increase in the Colombian Consumer Price Index rate
      (Índice de Precios al Consumidor — IPC) at the time the   Call
      Option is exercised

	
       
	
       

	
      Method of
      payment
	
      Cnova   shares

	
       
	
       

	
      Put   Option
	
       

	
       
	
       

	
      Object
	
      29%   of the share capital of JV CD
      Colombia

	
       
	
       

	
      Put option
      holder
	
      Éxito

	
       
	
       

	
      Exercise
      period
	
      As   from September 1, 2017

	
       
	
       

	
      Put Option
      Price
	
      Same   as for Call
Option




 

61




 





 

	
      Method of
      payment
	
      Cnova   shares

	
       
	
       

	
      Price Dispute
      Resolution
	
      If   Éxito and Cnova are unable to agree on the
      Call Option Price or the Put   Option Price, they shall promptly retain an
      accounting firm of international   standing, which shall decide between
      Éxito’s and Cnova’s position or set a   Price in between

	
       
	
       

	
      Governing Law /
      Dispute Resolution
	
      Colombian   law /
  Arbitration




 

62




 





 

SCHEDULE 4.4 (C)(III)

 

TERM
SHEET OF PUT AND CALL OPTIONS REGARDING A 10% INTEREST IN THE SHARE
 CAPITAL
OF C LATAM

 

	
      Parties
	
      Spice   Investments Mercosur S.A. and
      Cnova

	
       
	
       

	
      Call
Option
	
       

	
       
	
       

	
      Object
	
      10%   of the share capital of C
    Latam

	
       
	
       

	
      Call
      option holder
	
      Cnova

	
       
	
       

	
      Exercise
      period
	
      As   from September 1, 2017

	
       
	
       

	
      Call
      Option Price
	
      On   a 100% basis, the higher of:

       

      (i)                   
      the sales of   C Latam for
      the preceding twelve month period, multiplied by the ratio which   is
      (x) the enterprise value of Cnova on the date in which the Call
      Option is exercised, divided by (y) the sales of Cnova for the
      preceding   twelve month period reduced by net financial debt of Cnova;
      or

       

      (ii)                
      the amount   corresponding
      to the Discounted Cash Flow (DCF) valuation of C Latam based on   a
      business plan to be agreed between Éxito and Cnova, yearly increased in
      the   same percentage as the percentage increase in the Colombian Consumer
      Price   Index rate (Índice de Precios al Consumidor   — IPC) at the
      time the Call Option is exercised

	
       
	
       

	
      Method of
      payment
	
      Cnova   shares

	
       
	
       

	
      Put   Option
	
       

	
       
	
       

	
      Object
	
      10%   of the share capital of C
    Latam

	
       
	
       

	
      Put option
      holder
	
      Spice   Investments Mercosur
S.A.

	
       
	
       

	
      Exercise
      period
	
      As   from September 1, 2017

	
       
	
       

	
      Put Option
      Price
	
      Same   as for Call Option

	
       
	
       

	
      Method of
      payment
	
      Cnova   shares




 

63




 





 

	
      Price Dispute
      Resolution
	
      If   Spice Investments Mercosur S.A. and Cnova
      are unable to agree on the Call   Option Price or the Put Option Price,
      they shall promptly retain an   accounting firm of international standing,
      which shall decide between Spice   Investments Mercosur S.A.’s and Cnova’s
      position or set a Price in between

	
       
	
       

	
      Governing Law /
      Dispute Resolution
	
      Uruguayan   law /
  Arbitration




 

64




 





 

SCHEDULE 4.5 (C)(I)

 

AGREED FORM OF NEW NOVA
OPERATIONAL AGREEMENT

 

65




 





 

FIRST AMENDMENT TO THE OPERATIONAL
AGREEMENT

 

COMPANHIA BRASILEIRA DE
DISTRIBUIÇÃO

VIA
VAREJO S.A.

[NOVA OPCO]

CNOVA N.V.

NOVA
PONTOCOM COMÉRCIO ELETRÔNICO S.A.

 

[·], 2014

 




 





 

FIRST AMENDMENT TO THE OPERATIONAL
AGREEMENT

 

By
this First Amendment dated as of [July 23], 2014 to the Operational
Agreement dated October 17, 2013, among Nova Pontocom Comércio Eletrônico
S.A., Via Varejo S.A. and Companhia Brasileira de Distribuição (“Operational
Agreement”), the Parties:

 

(1)                             
COMPANHIA BRASILEIRA DE
DISTRIBUIÇÃO, a publicly held
company incorporated under the laws of Brazil,  enrolled with the National
Corporate Taxpayers Register of the Ministry of Finance (“CNPJ/MF”) under
No. 47.508.411/0001-56, with head offices in the city of São Paulo, state
of São Paulo, at Avenida Brigadeiro Luiz Antônio, 3142, herein represented
pursuant to its bylaws (hereinafter referred to as “CBD”);

 

(2)                             
VIA
VAREJO S.A., a publicly held
company incorporated under the laws of Brazil, enrolled with the CNPJ/MF under
No. 33.041.260/0652-90, with head offices in the city of São Caetano do
Sul, state of São Paulo, at Rua João Pessoa, 83, herein represented pursuant to
its bylaws (hereinafter referred to as “Via Varejo”);

 

(3)                             
[NOVA
OPCO], a corporation
incorporated under the laws of Brazil, enrolled with CNPJ/MF under
No. 07.170.938/0001-07,
with head offices in the city of São Paulo, state of São Paulo, at [Rua Gomes de
Carvalho, 1609, 3rd to 7th floors], herein represented pursuant to
its bylaws (hereinafter referred to as “[Nova OpCo]” or the
“Company”);

 

(4)                             
CNOVA
N.V., a company incorporated
under the laws of the Netherlands, with head offices in Professor Dr Dorgelolaan
30D, 5613 AM Eindhoven, Amsterdam herein represented pursuant to its articles of
incorporation (hereinafter referred to as “Cnova”).

 

CBD,
Via Varejo, [Nova OpCo] and Cnova (the latter exclusively in relation to the
provisions set forth in Section 1.1 below) are hereinafter jointly referred
to as “Parties” and each of them is individually and indistinctively
referred to as “Party”.

 

And,
as intervening and consenting party,

 

(5)                             
NOVA
PONTOCOM COMÉRCIO ELETRÔNICO S.A.,
a corporation incorporated under the laws of Brazil, enrolled with CNPJ/MF under
No. 09.358.108/0001-25, with head offices in the city of São Paulo, state
of São Paulo, at Rua Gomes de Carvalho, 1609, 3rd to 7th floors, herein represented pursuant to
its bylaws (hereinafter referred to as “NPC”);

 

WHEREAS:

 

(A)                           
On October 17, 2013 CBD, Via
Varejo and NPC entered into the Operational Agreement in order to define the
rules to promote an alignment of the interests between Via Varejo, CBD and
NPC in the development of their activities;

 

(B)                          
Under a project of reorganization
of the e-commerce businesses of the Casino Group (“E-Commerce
Restructuring”), on July [21], 2014, NPC approved the contribution of
its operating assets and liabilities into [Nova OpCo], its wholly-owned
subsidiary at the time;

 

2




 





 

(C)                           
As part of the E-Commerce
Restructuring, Casino Guichard-Perrachon (“CGP”), the ultimate
controlling shareholder of NPC, CBD and Via Varejo, established Cnova to
concentrate under a single holding company the e-commerce businesses of
(i) NPC, which conducts e-commerce business in Brazil, and (ii) CGP,
including CDiscount and CDiscount International BV, each wholly-owned by Casino
Entreprise and which conduct e-commerce business in France and
abroad;

 

(D)                           
On July [23], 2014, with the
completion of the E-Commerce Restructuring, [Nova OpCo] has become directly and
wholly-owned by Cnova, therefore CBD, Via Varejo and certain minority
shareholders of NPC jointly have become indirect holders of [·]%
of the total capital and [·]% of the voting capital of Cnova;

 

(E)                            
In view of the E-Commerce
Restructuring, the Parties have agreed to execute this first amendment to the
Operational Agreement in order to modify certain terms and conditions therein to
conform it to the current needs.

 

NOW,
THEREFORE, THE PARTIES AGREE
to enter into this first amendment on the date hereof, by which the Operational
Agreement is restated in its entirety and shall be in force and governed by the
following terms and conditions:

 

1                                     
DEFINITIONS AND
INTERPRETATION

 

1.1                           
Definitions. The capitalized terms below, when used in this
Agreement, as well as their plural or singular, male or female form, shall have
the following meanings:

 

“Affiliate” means any company that directly or
indirectly, through one or more intermediaries, controls, or is controlled by,
or is under common control with a Party. It is further included in the concept
of “Affiliate”, the officers, employees, consultants, agents or proxies of an
Affiliate or Party, as the case may be.

 

“Agreement” or “Operational Agreement”
means this Operational Agreement executed on October 17, 2013, as amended
on [July 23], 2014.

 

“Brands” means, when mentioned together or
indistinctly, the brands “Ponto Frio” and “Casas Bahia” and their derivations,
registered with the Brazilian National Institute of Industrial Property —
Instituto Nacional da Propriedade Industrial — INPI and held by Via
Varejo, and the brand “Extra” and its derivations, registered with INPI and held
by CBD, as well as any brand that may be licensed to [Nova OpCo] by CBD or Via
Varejo, being the Brands held by CBD and Via Varejo that were licensed to [Nova
OpCo] by the execution of the Trademark License Agreements.

 

“Brazilian Corporations Law” means Federal Law
No. 6,404 dated December 16, 1976, as amended.

 

“Brazilian Code of Civil Procedure” means
Federal Law No. 5,869 dated January 11, 1973, as amended.

 

“CBD” means Companhia Brasileira de
Distribuição.

 

“Committee” has the meaning set forth in
Section 3.1.

 

3




 





 

“ICC Rules” has the meaning set forth in
Section 19.3.

 

“ICC” means the International Chamber of
Commerce.

 

“CGP” means Casino
Guichard-Perrachon;

 

“Claim” means any and all claims, encumbrances,
liens, court decisions, appeal, debts, obligations, damages, injuries, costs
(including legal costs and costs of other professionals), losses, expenses,
litigation or causes of action of whatever nature.

 

“Common Items” means, in relation to [Nova
OpCo], items of common assortment between Via Varejo and [Nova OpCo] and, in
relation to CBD, items of common assortment between Via Varejo and CBD
(excluding food retail).

 

“Confidential Information” has the meaning set
forth in Section 14.1.

 

“Cnova” means Cnova N.V.

 

“Differentiated Protection Items” has the
meaning set forth in Section 4.4.1.

 

“Disclosing Party” has the meaning set forth in
Section 14.1(b).

 

“Extra Stores” means the physical stores under
the brand “Extra” and its derivations as operated by CBD (excluding food
retail).

 

“E-Commerce” means the non-presential sales in
any of its forms, including media such as internet websites, mobile
applications, telesales, as operated by [Nova OpCo].

 

“E-Commerce Restructuring” has the meaning set
forth in Recitals (B);

 

“FCPA” means the U.S. Foreign Corrupt Practices
Act of 1977, as amended, and the rules and regulations
thereunder.

 

“Indemnified Party” has the meaning set forth in
Section 12.1.

 

“Indemnifying Party” has the meaning set forth
in Section 12.1.

 

“Letter of Authorization of Domain
Name Use” means the Letter of
Authorization of Domain Name Use between CBD, Via Varejo and [Nova OpCo],
executed on July [23], 2014.

 

“Market Place” means the business model, as
operated by the [Nova OpCo], whereby stores can publish their portfolio of
products in a particular website in order to get customers traffic from such
website and effect transactions in return for a commission on sales.

 

“Negligence” means negligence, recklessness or
malpractice, as well as any action or omission, whether single or cumulative,
performed with carelessness or indifference as to the harmful consequences
thereof, whether actual or potential.

 

“[Nova OpCo]” means [•];

 

“NPC” means Nova Pontocom Comércio Eletrônico
S.A..

 

“Parties” means CBD, Via Varejo and [Nova OpCo].
Exclusively for the purposes of Sections 2.1.2(i), 3, and 9 to 19, the term
“Parties” or “Party” also refers to Cnova.

 

“Receiving Party” has the meaning set forth in
Section 14.1(a).

 

4




 





 

“Relevant Media” means the following
(i) broadcast television channels with national coverage: Globo, SBT,
Record and Band, and (ii) newspapers and mass-circulation magazines: O
Estado de Sao Paulo newspaper, Folha de São Paulo newspaper, O Globo newspaper,
Veja magazine, Exame magazine, and Época magazine.

 

“Trademark License
Agreements” means the
Trademark License Agreement between Via Varejo and [Nova OpCo] and the Trademark
License Agreement between CBD and [Nova OpCo], both executed on July [23],
2014.

 

“Via Varejo” means Via Varejo S.A.

 

“VPC” means of cooperative advertising funds,
received by the supplier for use in marketing activities.

 

“Willful Misconduct” means any intentional or
wanton conscious or reckless act or omission as constitutes, in effect, a
willful, intentional, conscious, reckless and utter disregard of any provision
of this Agreement or of applicable law.

 

1.2                           
Interpretation. In this Agreement, except to the extent that the
context requires otherwise:

 

1.2.1                  
Any reference to the sections
and appendices shall be deemed a reference to sections of this
Agreement;

 

1.2.2                  
Headings used in this
Agreement are inserted for convenience only and shall be ignored in construing
this Agreement;

 

1.2.3                  
Reference to a “person” shall
be deemed to include any natural person, corporation, company, consortium, joint
venture, funds, governmental authority, or other incorporated or unincorporated
entity or association, and unless the context otherwise requires, the singular
shall be deemed to include the plural and vice versa;

 

1.2.4                  
The words “include” and
“including” are to be construed without limitation.

 

1.2.5                  
A reference to a “day” means
a calendar day according to the civil calendar; a reference to “a month” means
any period of thirty (30) consecutive days; and a reference to “a year” means a
calendar year according to the civil calendar.

 

2                                     
PURPOSE
OF THE AGREEMENT

 

2.1                           
Purpose

 

2.1.1                  
This Agreement establishes
the terms and conditions to promote the alignment between businesses of the
Brands operated in physical stores and on virtual environment by the Parties, in
order to increase synergies and create value for its shareholders.

 

2.1.2                  
The Parties hereby
acknowledge and agree that:

 

(i)                                 
each Party shall act in good
faith in relation to the other Party and endeavor its best efforts to ensure
compliance with the provisions of this Agreement; and

 

5




 





 

(ii)                              
each Party shall act as
reasonably required to, pursuant to the principles set forth in
Section 2.2, fulfill the purpose of this Agreement.

 

2.2                           
Principles

 

(i)                                 
the Parties shall jointly
implement all opportunities to improve synergies between the operations of the
Parties periodically on an ongoing basis;

 

(ii)                              
the obligations of the Parties
under this Agreement shall be based on economy of scale principles, so as to
enable the reduction of shared operating costs and greater bargaining power,
which should benefit the operations of the Parties;

 

(iii)                           
the Parties undertake to seek
sales growth of E-Commerce, of physical stores and of multi-channeling of the
Brands;

 

(iv)                          
the Parties undertake to observe
the protective measures, aiming to improve the alignment between the operations
of the physical stores and E-Commerce of the Brands;

 

(v)                             
Via Varejo and CBD, in connection
to the E-Commerce of the corresponding Brands, shall establish, jointly with
[Nova OpCo], mutual goals of growth, in order to engage and facilitate the
fulfillment of the objectives set forth in this Agreement; and

 

(vi)                          
[Nova OpCo], with respect to
E-Commerce of the corresponding Brands, agrees to use the Brands in accordance
with the terms of the Trademark License Agreements and maintain appropriated
levels of service to the e-commerce in Brazil.

 

2.3                           
Term.
This Agreement shall be effective as of the date hereof and shall continue in
full force and effect for an initial term of twenty (20) years, renewable for
another term of twenty (20) years in the event the renewal is agreed by all
Parties.

 

3                                     
MARKETING AND STRATEGY
COMMITTEE

 

3.1                           
[Nova OpCo] shall have a
Marketing and Strategy Committee (“Committee”) , which shall have only an
advisory role and non-binding resolutions. Such committee is created upon the
will of the Parties and shall not be considered as a corporate body for any
purpose.

 

3.2                           
The members of the Committee
shall act diligently and in the interest of the [Nova OpCo], however, they shall
not be considered as managers of [Nova OpCo] for their role in the Committee.
None of the provisions contained in the Brazilian Corporations Law shall be
applicable to them on the performance of their duties as Committee members. The
Committee members who are also managers of a Party shall be subject to the
provisions of the Brazilian Corporations Law only in relation to their acts
performed in their capacity of managers of the corresponding Party.

 

3.3                           
This Committee shall be
composed of three (3) members, all appointed for a term of office of two
(2) years, reelection being permitted. Cnova shall appoint one
(1) member among its own officers or directors, CBD shall appoint one
(1) member, and Via Varejo shall appoint one (1) member.

 

6




 





 

3.4                           
The Committee, as a group,
and each member of the Committee, individually, shall express its opinion and
provide its report exclusively to the board of directors of Cnova and to the
Party to this Agreement that appointed such member to the Committee,
respectively.

 

3.5                           
Duties. The Committee shall be responsible for supervising
compliance with this Agreement, notably through the exercise of the following
duties:

 

(a)                              
evaluate and discuss issues of
trademarks, marketing, logistics, warehousing, transportation and pricing
related to Nova OpCo business to be submitted to the board of directors of
Cnova;

 

(b)                              
review and discuss the parameters
for purchase and sale of goods by [Nova OpCo], including in relation to the mix
and volume of goods traded by [Nova OpCo];

 

(c)                               
review and discuss measures to
promote multi-channeling and the interaction of E-Commerce operations with the
physical stores of CBD and Via Varejo in order to capture synergies between
these two operations; and

 

(d)                              
analyze and discuss any other
matters submitted by the board of directors of Cnova for the analysis of the
Committee.

 

3.6                          
Committee members. The members of the Committee must have
knowledge about E-Commerce marketing, strategy, driving and implementing
business, logistics and pricing.

 

4                                     
COMMERCIAL ASPECTS

 

4.1                           
Purchase management of Common
Items

 

4.1.1                  
Via Varejo shall conduct the
negotiation of commercial terms and conditions with suppliers, including price,
VPC, bonuses, payment terms and conditions, after sales, in relation to Common
Items, provided that, on the one hand, Via Varejo shall guarantee to [Nova OpCo]
and CBD, and on the other hand, [Nova OpCo] and CBD shall guarantee to Via
Varejo the same commercial conditions in the purchase of Common Items obtained
for its own business.

 

4.1.2                  
[Nova OpCo] and CBD shall
inform Via Varejo about their own specific needs with regards to suppliers’
payment conditions and the frequency, locations and delivery lots of Common
Items, and Via Varejo shall ensure the compliance of these instructions by the
suppliers. [Nova OpCo] and CBD may, at their own discretion, attend the
respective meetings with the suppliers and have access to the orders placed on
their behalf by Via Varejo

 

4.1.3                  
[Nova OpCo] and CBD shall be
responsible for determining the mix and volume of Common Items, and [Nova OpCo]
and CBD shall, through Via Varejo, make the effective placement of purchase
orders, being those firm orders, of Common Items to be sold on E-Commerce of the
Brands and on the Extra Stores, as applicable.

 

4.2                           
Management of purchases of other
items

 

4.2.1                  
With regards to any other
items that are not Common Items, but purchased from the suppliers of the Common
Items, Via Varejo shall be responsible for the entire

 

7




 





 

process of purchasing the items to be sold on
E-Commerce of the Brands and in Extra Stores, including negotiating with such
suppliers, provided that Via Varejo observes the maximum price range for each
item as determined by [Nova OpCo] and CBD, as applicable, and informed to Via
Varejo.

 

4.2.2                  
With regards to any other
items to be offered for sale on E-Commerce of the Brands or in Extra Stores that
are not Common Items or that are not purchased from the suppliers of the Common
Items, or in case Via Varejo is not able to meet the maximum price range
established by [Nova OpCo] or CBD in accordance with Section 4.2.1 above,
[Nova OpCo] and CBD, as applicable, shall be liable for the entire process of
purchasing such items to be sold on E-Commerce of the Brands and in Extra
Stores, including negotiating with such other suppliers.

 

4.2.3                  
With the purpose of
implementing the purposes and principles of this Agreement set forth in Sections
2.1 and 2.2, Nova OpCo], CBD and Via Varejo should share their suppliers price
tables and may, at their sole discretion, use any of the tables in commercial
negotiations with suppliers, as well as develop, jointly, internal processes to
ensure that the price tables of Via Varejo, CBD and [Nova OpCo] are always
updated in the sharing system, except as prohibited by applicable
law.

 

4.2.4                  
[Nova OpCo], CBD and Via
Varejo shall not use, in an explicit manner, the price table, [Nova OpCo] of Via
Varejo’s and CBD, CBD of Via Varejo’s and [Nova OpCo]’sand Via Varejo of [Nova
OpCo]’s and CBD”s, to demand from the suppliers commercial condition even better
than that found in the price tables shared by them.

 

4.3                           
Exception to the purchase
management. The purchase
management provided for in Sections 4.1 and 4.2, conducted by Via Varejo in
Brazil:

 

(a)                              
shall not interfere in or include
the process of international purchasing or the negotiation with global
suppliers, which are conducted internationally by CGP, Cnova and their
respective Affiliates; and

 

(b)                              
does not include negotiations
regarding private labels products and no-name products.

 

4.4                           
Differentiated Protection
Items

 

4.4.1                  
In an attempt of maximum
alignment of business planning and pricing of the E-Commerce of the Brands
between Via Varejo and [Nova OpCo], Via Varejo and [Nova OpCo] shall jointly
define the pricing and commercialization strategies, including promotions and
sales offers to the entire line of products and services, and shall keep weekly
discussions in the Committee.

 

4.4.2                  
In case Via Varejo and [Nova
OpCo] do not reach agreement in the weekly discussions pursuant to
Section 4.4.1, Via Varejo shall monthly prepare and send to [Nova OpCo], a
list containing Differentiated Protection Items. For purposes of this Agreement,
“Differentiated Protection Items” consist of the most selling items in
Via Varejo’s physical stores, which represent 80% of the

 

8




 





 

sales revenue during the months immediately preceding
the preparation of the list.

 

4.5                           
Pricing
policy of E-Commerce of the Brands

 

4.5.1                  
With respect to E-Commerce of
the Brands, [Nova OpCo] undertakes, to offer the same cash price and payment
conditions of Via Varejo on all Differentiated Protection Items, not offering
for sale on E-Commerce of the Brands for a lower price than advertised in the
Relevant Media by Via Varejo, provided that [Nova OpCo] may offer the
possibility of payment in up to 10 installments with no interest on the
E-Commerce. [Nova OpCo] may offer to its clients all forms of payment and
shipping usually available on E-Commerce.

 

4.5.2                  
The prices of items not
considered Differentiated Protection Items shall be freely determined by [Nova
OpCo] on the E-Commerce of the Brands.

 

4.6                           
Remuneration. For the purchases made by [Nova OpCo] or CBD from the
suppliers of Via Varejo in accordance with the provisions set forth in Sections
4.1 and 4.2, with due regard to the Section 4.3, [Nova OpCo] and CBD shall
pay to Via Varejo a remuneration fee, equivalent of 1.3% and 2.2%, respectively,
of the total value (free of taxes levied on such purchases) items effectively
purchased from such suppliers as such total value is further defined in 4.6.1
and 4.6.2 below.

 

4.6.1                  
The remuneration fee set
forth in Section 4.6 above shall apply to the total value of purchases of
(a) Common Items pursuant to Section 4.1; and (b) non Common
Items, but purchased from the suppliers of the Common Items pursuant to
Section 4.2.

 

4.6.2                  
The remuneration fee set
forth in Section 4.6 above shall not apply to bonuses, rebates, VPC and
other discounts. Any gains registered by Via Varejo on such discounts shall be
split pro rata in accordance with criteria usually used by the Parties for such
purpose.

 

4.6.3                  
The remuneration fee set
forth in Section 4.6 above shall be valid on purchases made during the
period beginning on October 17, 2013 and ending five (5) years from
the date hereof, subject to possibility of revision in good faith by the Parties
of the commercial parameters at the end of the third (3rd) year from the date hereof.

 

4.6.4                 
The calculation and the
payment of the remuneration shall be respectively performed and due quarterly,
with accounting recognition on the last day of the quarter, and [Nova OpCo] and
CBD shall make the payment to Via Varejo on the fifth (5th) business day after the end of the quarter. The
payment shall be made in cash on the bank account to be informed in writing by
Via Varejo to [Nova OpCo] and CBD or in any other form agreed among the
Parties.

 

4.6.5                 
Each Party shall be
responsible for the payment of any taxes due as a result of this Operational
Agreement in accordance with the tax laws at the time of the taxable events. In
case a Party is responsible to withhold any taxes due, the Party shall proceed
with the withholding in the form and within the period specified in the
applicable law.

 

9




 





 

4.6.6                  
Due to the E-Commerce
Restructuring, NPC shall bear the remuneration relating its purchases made
between October [17], 2013 and [July 13], 2014 and [Nova OpCo] shall
bear the remuneration relating to its purchases from [July 14], 2014
onwards.

 

5                                     
LOGISTIC ASPECTS

 

5.1                           
Storage

 

5.1.1                  
The Parties shall analyze, in
view of economical and operational aspects, the sharing of areas of their
respective distribution centers, seeking, whenever possible and advantageous,
the segmentation of operations, optimizing processes and costs, with proper
rational sharing of costs and expenses directly and indirectly incurred in
maintaining the shared distribution centers.

 

5.1.2                  
The Parties shall jointly
conduct the planning of future need for storage areas and study the best way to
enable them.

 

5.2                           
Transportation

 

5.2.1                  
The Parties shall work
together towards standardizing and sharing of the price tables and service level
of the carriers, respecting the specificity of the business. The Parties shall
jointly develop internal processes to ensure that the price tables of the
Parties are always updated in the sharing system.

 

5.2.2                  
The Parties shall evaluate,
in view of economical and operational aspects, the sharing of transfer loads and
loads for home delivery, in order to derive mutual benefit of scale gains.
Whenever possible and advantageous, the Parties shall seek the segmentation of
operations, optimizing processes and costs

 

5.2.3                  
The Parties shall proceed
with due rational sharing of costs and expenses directly or indirectly incurred
in the transportation referred to in Section 5.2.2.

 

5.3                           
Supply

 

5.3.1                  
The Parties shall develop
together a control system that allows Via Varejo access schedule, supply and
delivery information of items purchased by CBD and [Nova OpCo] in accordance
with the provisions set forth in Sections 4.1 and 4.2.

 

5.3.2                  
Any issues with the sales
turnover of items purchased pursuant to Sections 4.1 and 4.2 for sale on the
E-Commerce of the Brands or in Extra Stores shall be addressed with the
corresponding supplier by [Nova OpCo] or CBD, as applicable, jointly with Via
Varejo.

 

6                                     
COMMUNICATION AND MARKETING
ASPECTS

 

6.1                           
Right
to use the Brands

 

6.1.1                  
The strategy and positioning
of the respective Brands shall be determined by Via Varejo and CBD. [Nova OpCo]
shall use the Brands in the E-Commerce in accordance with the rules and
concepts specifically designed for the E-Commerce of each Brand, pursuant to
this Agreement and the respective Trademark License Agreements. [Nova OpCo]
agrees to adhere to the strategy

 

10




 





 

and positioning of the respective Brands as determined
by Via Varejo and CBD in accordance with the terms of this
Section 6.1.1.

 

6.1.2                  
[Nova OpCo] shall inform Via
Varejo of its desire to operate in product categories other than electronic
goods and furniture, using the brands owned by Via Varejo on the E-Commerce. Via
Varejo shall notify [Nova OpCo] of any objection within not more than thirty
(30) consecutive days as from the receipt of the information from [Nova OpCo].
In case there is no objection, only after such period has elapsed may [Nova
OpCo] work in such category.

 

6.2                           
Abstaining from haring measure and
unfavorable publicity. During
the term of this Agreement, and following its termination, each Party agrees
directly or indirectly not to take any measure for the purpose of jeopardizing
or that may reasonably jeopardize the other Party or its reputation or that may
culminate in unfavorable publicity to the other Party.

 

6.3                           
Domain
and URL. Via Varejo and CBD
are prohibited from using domains and URLs for purposes of E-Commerce of the
Brands. In all cases, only one domain name shall be used for each Brand, which
should always be “www.brand.com.br”. In any particular destination on the
internet, the URL must follow the standard
“www.brand.com.br/specificdestination”. The domain names and URL shall be used
in accordance with the Letter of Authorization of Domain Name Use.

 

6.4                           
Marketing of the
Brands. The Parties shall
meet, fortnightly or whenever necessary, to align on a continuous basis the
communication strategy and the marketing of Brands, ensuring the same visual and
expression unit of each Brand, preparing a schedule for implementation of joint
initiatives and the recovery of additional costs incurred by Via Varejo and CBD,
as applicable.

 

6.4.1                  
Marketing in the
Media. The Parties agree to
implement the following initiatives:

 

(i)                                 
Via Varejo and CBD must reserve
at least five percent (5%) of the space of announcements in print media of the
respective Brands for content specified and defined by [Nova OpCo] for the
E-Commerce of the same Brand.

 

(ii)                              
Via Varejo and CBD must include
as a destination link of all online announcements of their Bands, the URL of
E-Commerce of the same Brand.

 

(iii)                           
Via Varejo and CBD must include
in all television announcements of their Brands, whether in open channel or
cable, for at least five (5) seconds, the URL and telesales contact of the
E-Commerce of the same Brand. The screen space destined to references to the
E-Commerce can not be smaller than the size of the character generator.
Additionally, all such television ads should end with the spoken or written
message “Go to www.marca.com.br” or “ join us at fb.com/brand” or “download the
app of the brand”.

 

11




 





 

(iv)                          
Via Varejo and CBD must include,
in all radio announcements of their respective Brands, the following spoken
message at the end of the add: “go to www.brand.com.br”.

 

(v)                             
Except otherwise limited by law,
Via Varejo and CBD must include in all outdoor announcements (including
billboards, private truck sides, door shops) of the respective Brands the URL
and telesales contact of the E-Commerce of the same Brand.

 

6.4.2                  
Marketing in the
stores. The Parties agree to
implement the following initiatives:

 

(i)                                 
on the façade, include the URL
and telesales contact of the E-Commerce of the same Brand. In addition,
inclusion of messages such as “More products at www.brand.com.br”, as specified
and defined by [Nova OpCo];

 

(ii)                              
on physical storefronts when
closed, include the main message of “Open 24 hours at www.brand.com.br “
;

 

(iii)                           
on the exit vision of physical
store, include the message “Continue shopping at www.brand.com.br”;

 

(iv)                          
on the screen of the cash
registers, include the message “More products at www.brand.com.br”;

 

(v)                             
on bags and other packing
containers, include the URL and telesales contact of the E-Commerce the same
Brand;

 

(vi)                          
on at least one side of all of
private trucks of the Brands, include the URL and telesales contact of the
E-Commerce of the same Brand;

 

(vii)                       
on the invoices, include the URL
and telesales contact of the E-Commerce of the same Brand and also the message
“Continue shopping at www.brand.com.br”;

 

(viii)                    
in all the catalogs, include the
URL and telesales contact of the E-Commerce of the same Brand on all pages.
Additionally , all catalogs should include at least one (1) page with
products that do not exist in the physical store of the Brand that can be found
in the respective E-Commerce.

 

6.4.3                  
Costs. Except for the initiatives set forth in items
(i) to (v)(iv) of Section 6.4.1, for the initiatives set forth in
Sections 6.4.1 or 6.4.2 that result in structural changes and costs for Via
Varejo or CBD, Via Varejo or CBD, as applicable, shall inform [Nova OpCo] about
such costs (as reasonably estimated by Via Varejo or CBD, as applicable) and
[Nova OpCo] at its own discretion shall decide whether the initiative shall be
implemented. If [Nova OpCo] decides to implement the initiative, the costs
informed by Via Varejo or CBD, as applicable, shall be borne directly by [Nova
OpCo].

 

12




 





 

7                                     
MULTI-CHANNEL ASPECTS

 

7.1                           
The Parties shall meet,
fortnightly or whenever necessary, to align on a continuous basis the
multi-channel strategy between the E-Commerce of the Brands and the physical
stores of the same Brand, preparing a schedule for implementation of joint
initiatives and the recovery of additional costs incurred by the Parties, as
applicable.

 

7.2                           
Via Varejo and CBD shall seek
to viable the multi-channel of the E-Commerce of the Brands, enabling
(i) customers who purchase via E-Commerce of the Brand to withdraw the
products at the nearest physical store of the respective Brand, or,
alternatively (ii) for [Nova OpCo] to perform the home delivery the
products to the E-Commerce clients, withdrawing such products from the storage
of the physical store of the respective Brand.

 

7.3                           
Via Varejo and CBD shall
share with [Nova OpCo] the structure and the returning process of products, in
order to allow customers who purchase via E-Commerce of the Brands to exchange
or refund, at the customer’s choice, in any physical store of the same
Brand.

 

7.4                           
Via Varejo and CBD shall
instruct their staff to pursue sales, inside the store, of items unavailable in
the physical stores through the E-Commerce of the respective Brand. Via Varejo,
CBD and the staff of the physical stores of the respective Brand shall be
commissioned in accordance with policy to be established by the Parties for the
items sold in the form of this Section 7.4.

 

7.4.1                  
The objective of this
Section 7.4 is to expand the variety of products available to the customers
of Via Varejo and CBD. However, there shall be no cannibalization between the
physical stores and the E-Commerce of the Brands in relation to the products
made available by Via Varejo and CBD.

 

7.5                           
Post
Sales

 

7.5.1                  
The Parties shall centralize,
in view of economical and operational aspects, the structures used in the
technical assistance and reconditioning of process of products sold by the
Brands, either in physical stores of Brands or on the E-Commerce.

 

7.5.2                  
Via Varejo shall share and
allow the utilization by [Nova OpCo] of its installed capacity for assemblage
and technical assistance of furniture to be sold on the E-Commerce.

 

7.5.3                  
The Parties shall be deemed
liable for the costs arising from customer’s claims, whether on administrative
or judicial jurisdiction.

 

7.6                           
Cost
and Expenses. Via Varejo and
[Nova OpCo] and CBD and [Nova OpCo], as applicable, shall proceed with an
appropriate rational sharing of the operating costs and expenses incurred,
directly or indirectly, in implementing the aspects of multi-channel in relation
to the respective Brands, pursuant to Section 7.

 

8                                     
ACCESS
TO INFORMATION

 

8.1                           
[Nova OpCo] is entitled, but
not required, to monitor any and all activity or content related to or released
in connection with the E-Commerce of the Brands. [Nova OpCo] is

 

13




 





 

further entitled to investigate any violation or
policies or claims that may be reported to it.

 

8.2                           
Via Varejo and CBD are
entitled, but not required, to monitor any and all activity or content related
to or released in connection with the E-Commerce of the Brands. Via Varejo and
CBD are further entitled to investigate any violation or policies or claims that
may be reported to them on E-Commerce of the respective Brands.

 

8.3                           
The Parties agree to
cooperate in good faith in the course of any investigation conducted according
to the provisions hereof, and shall promptly allow the entrance and access of
the Party and its representatives to all the facilities and to promptly provide
copies of any documents and information to the Party and to its representatives
as requested.

 

9                                     
PRIVATE
LABELS

 

9.1                           
[Nova OpCo] and Cnova may
operate the e-commerce activities of any private labels and/or brands or no
names, whether developed and owned by the Parties or their Affiliates or
otherwise, without the need of request for permission to any of the other
Parties, provided that [Nova OpCo] or Cnova, as applicable, shall observe the
strategy and positioning of the respective private labels and/or brands as
determined by the owner of the private label and/or the brand in the e-commerce
in the event that such owner is one of CBD or Via Varejo or an Affiliate
controlled by one of them.

 

10                              
EXCLUSIVITY AND
NON-COMPETE

 

10.1                    
Exclusivity

 

10.1.1           
Via Varejo and CBD forthwith
acknowledge and agree that they shall operate any and all activities related to
the E-Commerce of the Brands in Brazil exclusively through [Nova OpCo]. Via
Varejo and CBD also agree that, for the term of this Agreement, they may not use
any third parties for activities of E-Commerce in Brazil or to provide any
services in connection with or similar to the E-Commerce of any
brands.

 

10.1.2           
The Parties agree that the
obligation of exclusivity hereby undertaken by Via Varejo and CBD applies to the
E-Commerce transactions of Via Varejo and CBD in Brazil, including any brand or
domain that may be held or used by Via Varejo and/or CBD in Brazil, acting
directly or by means of any controlled company, during the term of this
Agreement.

 

10.1.3           
Should during the term of
this Agreement Via Varejo and/or CBD develop any other brands or domains for the
activities of E-commerce in Brazil, Via Varejo or CBD, as applicable, shall
inform [Nova OpCo] and Cnova for them to decide at their sole discretion about
the inclusion of the new brand or domain, as the case may be, on the E-Commerce.
If [Nova OpCo] and Cnova decide to include a new brand or domain, the Parties
shall enter into an amendment to this Agreement to include the mentioned brand
and domain, and shall adjust in good faith the terms and conditions of this
Agreement that may be so required, as well as any other agreement that may be
necessary, including the Trademark License Agreements.

 

14




 





 

10.1.4           
The Parties agree that [Nova
OpCo] shall operate the E-Commerce on a non-exclusive basis to Via Varejo and
CBD, which means that [Nova OpCo] can be hired to provide e-commerce activities
to third parties.

 

10.1.5           
The violation of the
obligations of exclusivity established herein by Via Varejo or CBD shall submit
Via Varejo or CBD, as applicable, in addition to damages and other remedies, to
the payment of a pecuniary and non-compensatory fine for violation in the amount
of fifty million reais (R$50.000.000,00). Such fine shall be paid within a
period of ten (ten) days after a violation occurs.

 

10.2                    
Non-Compete. Via Varejo and CBD agree, during the term of this
Agreement, to abstain from purchasing, directly or through any of its
Affiliates, any equity interest in any legal entity that, on the date of such
acquisition, operates:

 

(i)                                  
exclusively E-Commerce in
Brazil;

 

(ii)                               
directly or through any of its
Affiliates, among other activities, E-Commerce in Brazil, provided that the
Parties undertake to discuss in good faith the potential acquisition.

 

11                              
REPRESENTATIONS AND
WARRANTIES

 

11.1                    
The Parties represent and
warrant each other, which they declare as being true, accurate, complete and
updated:

 

11.1.1           
Capacity. Each of the Parties fully understand the operations
object of this Agreement and possess full capacity, discernment, powers and were
properly advised by qualified professionals to execute this Agreement, as well
as to consummate and implement the operations contemplated herein.

 

11.1.2           
Authorization. The Parties possess all the corporate authorizations
necessary to execute this Agreement and to fulfill with the obligations
established herein. The Parties possess full powers to execute and formalize any
contract, instrument, or document to be entered into as a result of this
Agreement in view of the consummation of the operations contemplated herein and
the fulfillment of their corresponding obligations.

 

11.1.3           
Absence
of Conflicts and Violations.
The execution of this Agreement and the fulfillment of the obligations assumed
herein:

 

(i)                                 
shall not violate any provision
of the corporate documents of the Parties; and

 

(ii)                              
shall not violate nor conflict
with any law applicable to the Parties.

 

11.1.4           
Validity and Enforceability of the
Agreement. This Agreement
constitutes a valid legal and binding obligation to each of the Parties and
enforceable against them in accordance with the terms hereof.

 

15




 





 

12                              
INDEMNIFICATION AND
LIABILITY

 

12.1                    
Obligation to
Indemnify. Each Party (an
“Indemnifying Party”) undertakes to indemnify and hold harmless each
other (each of them, an “Indemnified Party”), solely in relation to any
Losses arising from:

 

(i)                                  
violation or inaccuracy of any of
the representations or warranties provided by each of the Parties in
Section 11 of this Agreement;

 

(ii)                               
breach of any obligation assumed
by each of the Parties in this Agreement.

 

12.2                    
Liability

 

12.2.1           
Each Party shall be liable
and shall defend, indemnify and hold the economic group of the other Party
harmless, and shall position/defend itself against any and all Claims that may
arise or in any way are related, directly or indirectly, to the failure by the
economic group of the Indemnifying Party to obey and fully comply with all the
laws applicable to the performance of its respective obligations under the terms
of this Agreement.

 

12.2.2           
If any Party becomes aware of
any incident likely to give rise to a Claim, which may result in the
indemnifications provided for in Sections 12.1 to 12.2, such Party shall
immediately notify in writing the other Party and both Parties shall cooperate
and work together to investigate the incident immediately and mitigate any
liability resulting thereof.

 

12.2.3           
Notwithstanding any contrary
provision contained in the present Agreement, each Party shall assume full
liability, without limitation, for its own Negligence or Willful
Misconduct.

 

12.2.4           
The provisions of this
Section 11.1 shall continue in force regardless the termination of this
Agreement.

 

13                              
TERMINATION AND
PENALTIES

 

13.1                    
This Agreement may be
terminated by either Party, for good cause, upon the occurrence of the following
events:

 

13.1.1           
In the event of contractual
default, at the sole discretion of the non-defaulting Party, upon failure by the
defaulting Party to comply with its obligation within thirty (30) days following
the receipt of notice from the non-defaulting Party, being the defaulting Party
subject to payment of damages and the contractual penalty provided in
Section 13.3 below.

 

13.1.2           
Insolvency, judicial or
extrajudicial reorganization, bankruptcy, dissolution or winding-up of any
Party, in which event this Agreement shall be deemed to have been automatically
terminated, irrespective of notice.

 

13.2                    
Except for the events
provided for in Section 13.1 above, the Agreement may only be terminated by
a written instrument duly signed by the Parties by mutual agreement.

 

13.3                    
The Parties agree that
(i) any material breach of the rights and obligations of each Party
provided in this Agreement or (ii) the termination of this Agreement before
the end of the term provided for in Section 2.3 and in accordance with the
Section 13.1, shall, without

 

16




 





 

prejudice to damages and any other rights or remedies
that may be available, subject the Party causing the early termination or giving
rise to the breach, including the anticipated termination of any successive
renewals, as the case may be, to a punitive and non-compensatory penalty in the
amount of fifty million reais (R$50.000.000,00).

 

13.3.1           
For the avoidance of doubt,
any termination of this Agreement being fully agreed among the Parties, whether
anticipated or not, shall not subject any Party, in any event, to the punitive
and non-compensatory penalty aforementioned.

 

14                              
CONFIDENTIALITY

 

14.1                    
For the purposes of this
Agreement, Confidential Information shall mean:

 

(a)                              
any information relating to this
Agreement, the platform and the E-Commerce of the Brands, including, but not
limited to, agreements of any kind, technical information, flows, organizational
structures, procedures, expertise, know-how, as well as any other information
disclosed by one Party (the “Disclosing Party”) and/or its respective
representatives or advisors (“Representatives”) or any of its
Affiliates.

 

(b)                              
any non-public, confidential,
proprietary or patentable information relating to the Disclosing Party, its
Affiliates, any shareholder, employee or customer of the Disclosing Party, that
have been obtained by the other Party (the “Receiving Party”) or by its
Representatives, either in writing or verbally, through the Disclosing Party or
as a result of contacts with the management or with its Representatives or
Affiliates;

 

(c)                               
analysis, compilations, studies
or other documents prepared by the Receiving Party or its Representatives, which
contain or otherwise reflect or are generated using such information;
and

 

(d)                              
understandings, verbal or written
agreements, amounts, negotiations, interested parties, procedures, economic and
legal concepts and strategies discussed, evaluated, rejected or preferred by the
interested parties relating to the purpose hereof;

 

14.2                    
Confidential Information
shall not include any information which the Receiving Party can demonstrate
that:

 

(a)                              
it is or becomes available to the
public for reasons other than the disclosure by the Receiving Party or its
Representatives;

 

(b)                              
is already, at the time of
disclosure, known by the Receiving Party and was not disclosed by the Disclosing
Party, its Representatives or Affiliates or obtained by the Receiving Party as a
result of this Agreement or by violation of any laws or obligations to which the
Receiving Party is or may become subject; or

 

(c)                               
the disclosure is required by an
arbitral or judicial order which has become final and non-appealable, to which
the Disclosing Party is subject (and, in such event, only upon written notice
with no later than two business days in advance).

 

17




 





 

15                              
USE OF
CONFIDENTIAL INFORMATION

 

15.1                    
The Receiving Party agrees to
maintain in strict secrecy the Confidential Information, and shall not disclose
it to third parties or use it other than for purposes hereof.

 

(i)                                 
The provisions of Section 15
above shall not prevent the Receiving Party from disclosing Confidential
Information to (i) its Representatives having a need to know the
Confidential Information solely for the performance of this Agreement,
(ii) its Affiliates.

 

(ii)                              
The Receiving Party agrees to
take all necessary measures to protect the Confidential Information when
disclosing them to its Representatives.

 

(iii)                           
The Receiving Party shall be
jointly and severally liable with its Representatives and Affiliates, without
benefit of order, for all acts or omissions of their Representatives or
Affiliates regarding the Confidential Information.

 

15.2                    
If required by the Disclosing
Party, the Receiving Party agrees to return or destroy, within 5 business days
from the termination of this Agreement, any and all material provided by the
Disclosing Party or produced by the Receiving Party or any of its
Representatives or Affiliates containing any kind of Confidential
Information.

 

15.3                    
Disclosure of Confidential
Information. If a Receiving
Party, or any of its Representatives or Affiliates is obliged by law, by
regulation, or applicable stock market rule or by request of any government
authorities to disclose part or all of the Confidential Information, such
Receiving Party or its Representative or Affiliate as the case may be shall be
authorized to disclose said Confidential Information, provided that it promptly
notifies the Disclosing Party, with enough time to allow the latter to perform
any measures or appeals that may be appropriate. The Receiving Party or its
Representative or Affiliate will reveal only such information as required, and
shall exert every best effort to obtain confidential treatment for any
Confidential Information that is so revealed.

 

16                              
SEVERABILITY OF THE
PARTIES

 

16.1                    
The Parties shall not
maintain any employment relation with employees, managers and/or agents of the
other, and no form of association, cooperation or partnership relation shall be
established between them (except those already existing by virtue of any
instruments other than this Agreement) and, therefore, each one of them shall
be, especially and exclusively, liable for the fulfillment of its respective
labor, social and security obligations under the legislation in
force.

 

16.2                    
Each Party shall be liable
for the fulfillment of its respective obligations and liabilities undertaken
herein, and each of them shall be individually and exclusively liable for
complying with the rules applicable to them under the legislation in force,
hereby exempting the other Party from any liability for non-compliance with any
rule applicable to the activities subject matter of this
Agreement.

 

18




 





 

17                              
NOTICES

 

17.1                    
Notices and invoices shall
only be deemed as duly delivered or sent, if delivered in person, sent by
registered mail or fax, to the addresses below:

 

If to CBD:

 

Avenida Brigadeiro Luiz Antonio, 3142
 01423-000,
São Paulo — SP 
 Attn.: Chief Executive Officer
 Fax: +55 11
3884-[·]

 

If to Via Varejo:

 

Rua João Pessoa, 83
 09520-010, São Caetano do Sul —
SP 
 Attn.: Chief Executive Officer
 Fax: +55 11 4225-[·]

 

If to [Nova OpCo]:

 

[·]
 [·]

Attn.: [·]

Fax.: [·]

 

If to Cnova:

 

Professor Dr Dorgelolaan 30D, 5613 AM Eindhoven

Amsterdam, Netherlands
 Attn.: [·]
 Fax.: [·]

 

If to NPC:

 

Rua Gomes de Carvalho, 1609/1617, 7th floor

04547-000, São Paulo — SP 
 Attn.: Chief Executive Officer
 Fax: +55 11
4949-[·]

 

17.2                    
Such notices delivered in
accordance with Section 17.1 and made by:

 

17.2.1           
Delivery in person shall be
delivered during the normal business hours, on business days at the addressee’s
head office, and shall be deemed to have been delivered at the time the
notification is received;

 

17.2.2          
Correspondence with return
receipt request shall be deemed to have been delivered on the date indicated in
the return receipt request, and

 

17.2.3          
Any fax shall be transmitted
during the normal business hours, on business days at the addressee’s head
office, and shall be deemed to have been delivered at the time of written
confirmation of complete and successful transmission of the fax.

 

17.3                    
Any communication by phone or
email shall, unless otherwise expressly permitted, be confirmed by one of the
methods of delivery described in Section 16.2 above, and the

 

19




 





 

delivery of such notice shall be made in accordance
with Section 16.2, irrespective of prior communication by telephone or
email.

 

18                              
MISCELLANEOUS

 

18.1                    
Territory. The provisions of this Agreement are only applicable
to the Parties with regards to their operations in Brazil, except as expressly
provided differently in this Agreement.

 

18.2                    
Specific performance. The specific performance of any obligations
contained herein may be required by the non-defaulting party or the creditor, as
applicable, of such obligation pursuant to the Brazilian Code of Civil
Procedure.

 

18.3                    
Entire
agreement

 

18.3.1           
Except as expressly provided
for herein, this Agreement contains the entire agreement between the Parties
regarding the subject matter hereof and supersedes any understandings,
commitments, negotiations, agreements, contracts (executed or not) or
representations, oral or written, prior to this document.

 

18.3.2           
The Parties acknowledge that
they are not executing this Agreement based on any warranty, representation,
statement, agreement or commitment of any kind other than those expressly
provided for herein. To the extent permitted by law, and except in cases of
fraud, each Party agrees and acknowledges that their sole rights and remedies in
respect of any representation, warranty or commitment made or given herein shall
only apply in case of breach of the terms and conditions provided for herein, to
the exclusion of all other rights and remedies.

 

18.4                    
Exclusion of invalid
provisions. If any of the
provisions of this Agreement, or any part thereof, is annulled, declared illegal
or deemed invalid or unenforceable for any reason, the validity and
enforceability of the remaining provisions shall not be affected or impaired in
connection with any of the Parties. In case of any illegality, invalidity or
ineffectiveness, the Parties agree to discuss in good faith the relevant
amendments hereto in order to reinstate this Agreement and preserve and give
effect to the original intent of the parties.

 

18.5                    
Failure
to agree.  With respect
to any obligation under the present Agreement requiring one or more Parties to
negotiate any point that is not defined by the present Agreement, in the event
that the Parties fail for whatever reason to reach an agreement as a result of
such negotiation (including by a breach of such obligation to negotiate in good
faith) and without prejudice to any other rights or remedies available to the
Parties, such failure shall under no circumstances result in the termination or
invalidity of any other provision of this Agreement.

 

18.6                    
Waiver
and amendment

 

18.6.1           
No waiver of any right to any
of the parties arising out of this Agreement shall be effective if it is not
expressly written.

 

18.6.2           
Failure of either Party to
exercise any right it may have herein or in the applicable law or failure to
apply any possible measure, penalty or sanction shall

 

20




 





 

not operate as a waiver or novation, and shall not,
therefore, be construed as a desistance of their application in case of
recurrence. No waiver, termination or discharge of this Agreement or any of the
terms or provisions hereof shall be binding on any of the Parties, unless
confirmed in writing. No waiver by either Party of any term or provision hereof
or any default hereunder shall affect the rights of said party to enforce
thereafter such term or provision or to exercise any legal right or remedy in
the event of any other default, whether similar or not.

 

18.6.3           
This Agreement may not be
changed or amended except in writing and executed by all Parties.

 

18.7                    
Further
assurances. Each of the
Parties shall use its reasonable efforts to: (i) ensure that any third
party performs such other acts and execute and deliver such other documents as
required to comply with the provisions hereof; and (ii) ensure that the
other Party may require from any third parties all such acts and measures as
required to the compliance with this Agreement.

 

18.8                    
Independent
contractors. Nothing herein
shall create or be construed as creating a partnership or an association of any
kind or as an obligation to any Party of any duty, obligation or liability as to
a partnership, joint venture, agency, fiduciary relationship, membership,
or any other business entity recognized by law for any purpose. Rights,
benefits, liabilities and obligations of the Parties hereunder shall be joint
and not several.

 

18.9                    
Assignment

 

18.9.1           
Neither Party may assign this
Agreement or the rights and obligations arising out of this Agreement, wholly or
in part, without the express prior written consent of the other
Party.

 

18.9.2           
Notwithstanding the
provisions of Section 18.9.1 above, the parties acknowledge and agree that
in the event of any corporate reorganization involving any of the Parties, all
surviving companies succeeding the applicable Party wholly or in part
(regardless of new or existing ones) fully undertake and are subject to all
rights and obligations of the applicable as provided for herein.

 

18.10             
Irrevocability and
irreversibility. This
Agreement is irrevocably and irreversibly executed by the Parties, binding upon
the Parties, their heirs and successors and permitted assigns in any
way.

 

18.11             
Anti-corruption
legislation.. Each Party
represent that it and its subsidiaries have not, nor, to the knowledge of each
such Party, have the directors, officers, agents, employees or controlled
Affiliates of such Party and its subsidiaries, performed any act or omission,
directly or indirectly, that would result in a violation by such persons of
(a) the obligations of Brazilian Federal Law No. 12,846 of
August 1, 2013, (b) the FCPA, including, without limitation, making
use of the mails or any means or instrumentality of interstate commerce
corruptly in furtherance of an offer, payment, promise to pay or authorization
of the payment of any money, or other property, gift, promise to give, or
authorization of the giving of anything of value to any “foreign official” (as
such term is defined in the FCPA) or any foreign political party or official
thereof or any candidate for foreign political office, in contravention of the
FCPA or (c) any other similar law of any other jurisdiction in which such
Party and its subsidiaries operates its business.

 

21




 





 

19                              
APPLICABLE LAW AND
ARBITRATION

 

19.1                    
Applicable law. This Agreement shall be governed and construed
pursuant to the laws of the Federative Republic of Brazil.

 

19.2                    
Amicable settlement. Any dispute arising from or related to this
Agreement shall be notified in writing by one party to the other(s), and the
parties shall use their best efforts to settle the dispute on an amicable basis
within fifteen (15) days from the date of receipt of the
notification.

 

19.3                    
Arbitration. If an agreement cannot be reached pursuant to
Section 19.2 above, any dispute arising out of or in connection with the
present Agreement, including without limitation, the validity, interpretation,
compliance, implementation, termination or breach of this Agreement shall be
submitted to arbitration in accordance with the Rules of Arbitration of the
International Chamber of Commerce (“ICC Rules”) prevailing as at the date
of the request for such arbitration.

 

19.4                    
Arbitral tribunal. The arbitral tribunal shall consist of three
(3) arbitrators, of whom one shall be nominated by claimant(s) and one
shall be nominated by respondent(s). The third arbitrator acting as president of
the arbitral tribunal shall be nominated jointly by the two party-appointed
arbitrators within 15 (fifteen) days from the confirmation of the second
arbitrator, failing which the ICC shall appoint the president of the arbitral
tribunal pursuant to the ICC Rules.

 

19.5                    
Language. The language of the arbitration shall be English. Any
of the parties to the arbitration may submit evidence in any other language
provided that it is accompanied by a translation into English.

 

19.6                    
Jurisdiction. The decision of the arbitral tribunal shall be final
and binding upon the parties and may be enforced in any court of competent
jurisdiction. Each party retains the right to seek judicial assistance notably
(a) to compel arbitration; (b) to obtain interim measures of
protection rights prior to instruction of pending arbitration and any such
action shall not be construed as a waiver of the arbitration proceeding by the
party; or (c) to enforce any decision of the arbitrators including the
final award. If a party seeks judicial assistance, the Courts of São Paulo,
Brazil, shall have jurisdiction.

 

19.7                   
Consolidation of
proceedings. Arbitration
proceedings might be consolidated as agreed by the parties or determined by the
ICC pursuant to the ICC Rules.

 

19.8                    
Confidentiality of
arbitration. The Parties and
the intervening-consenting party expressly agree that the arbitration shall be
kept strictly confidential, along with the information thereon (including
without any limitations, the allegations made by the parties thereto, evidence,
technical reports and any other statements given by third parties along with any
documentation submitted or exchanged in the course of the arbitration
proceedings), which shall only be revealed to the arbitral tribunal, the ICC,
the parties, their attorneys, and any person essential to the development of the
arbitration proceedings, except if such disclosure is required so as to satisfy
obligations set out by law or by any competent authorities.

 

IN
WITNESS WHEREOF, the Parties
hereby execute this Agreement in five (5) counterparts of equal form and
content together with two (2) witnesses.

 

22




 





 

São
Paulo, [July 23], 2014.

 

 

COMPANHIA
BRASILEIRA DE DISTRIBUIÇÃO

 

 

	
       
	
       
	
       

	
      Name:
	
       
	
      Name:

	
      Title:
	
       
	
      Title:

	
       
	
       
	
       

	
       
	
       
	
       

	
      VIA VAREJO
    S.A.
	
       
	
       

	
       
	
       
	
       

	
       
	
       
	
       

	
       
	
       
	
       

	
      Name:
	
       
	
      Name:

	
      Title:
	
       
	
      Title:

	
       
	
       
	
       

	
       
	
       
	
       

	
      [NOVA OPCO]
	
       
	
       

	
       
	
       
	
       

	
       
	
       
	
       

	
       
	
       
	
       

	
      Name:
	
       
	
      Name:

	
      Title:
	
       
	
      Title:

	
       
	
       
	
       

	
       
	
       
	
       

	
      CNOVA N.V.
	
       
	
       

	
       
	
       
	
       

	
       
	
       
	
       

	
       
	
       
	
       

	
      Name:
	
       
	
      Name:

	
      Title:
	
       
	
      Title:




 

23




 





 

	
      Intervening
      Parties
	
       
	
       

	
       
	
       
	
       

	
       
	
       
	
       

	
      NOVA PONTOCOM COMÉRCIO
      ELETRÔNICO S.A.
	
       
	
       

	
       
	
       
	
       

	
       
	
       
	
       

	
       
	
       
	
       

	
      Name:
	
       
	
      Name:

	
      Title:
	
       
	
      Title:

	
       
	
       
	
       

	
       
	
       
	
       

	
      Witnesses:
	
       
	
       

	
       
	
       
	
       

	
       
	
       
	
       
	
       
	
       

	
      1.
	
       
	
       
	
      2.
	
       

	
       
	
       
	
       

	
      Name:
	
       
	
      Name:

	
      Id. R.G. No.:
	
       
	
      Id. R.G. No.:




 

24




 





 

SCHEDULE 4.5 (C)(II)

 

AGREED FORM OF TRADEMARK
LICENSE AGREEMENT(S)

 

66




 





 

LETTER OF AUTHORIZATION OF DOMAIN
NAME USE

 

This
Letter of Authorization of Domain Name Use (“Letter of Authorization”) is issued
pursuant to the Trademark License Agreement dated of [please include the date]
(“Agreement”) entered into by and between COMPANHIA BRASILEIRA DE
DISTRIBUIÇÃO, a corporation organized and existing under the laws of Brazil,
enrolled with the CNPJ under number 47.508.411/0001-56 with its principal place
of business at Avenida Brigadeiro Luis Antonio, 3142, São Paulo, Brazil
(“CBD”) and VIA VAREJO S.A., a corporation organized and existing
under the laws of Brazil, enrolled with the CNPJ under number 33.041.260/0652-90
with its principal place of business at Rua João Pessoa, 83 — Centro — São
Caetano do Sul, Brazil (“Via Varejo”) as Licensors; and NOVA OPCO,
a corporation organized and existing under the laws of Brazil, enrolled with the
CNPJ under number
                            
with its principal place of business at
                              ,
as Licensee.

 

By
this Letter of Authorization, Licensors, as the owners of the Domain Names,
authorize the use of the Domain Names by Licensee solely in connection with
Licensee’s Operations in the Territory and according to the specifications
below

 

The
terms and conditions of the Agreement are hereby incorporated by reference into
and made part of this Letter of Authorization. All defined terms within the
Agreement shall have the same meaning when used in this Letter of Authorization.
If any provisions of this Letter of Authorization are in direct conflict with
the Agreement so that the provisions of both cannot be given effect, the terms
of this Letter of Authorization shall govern the specific issue.

 

CARTA DE AUTORIZAÇÃO DE USO DE NOME
DE DOMÍNIO

 

Esta
Carta de Autorização de Uso de Nome de Domínio (“Carta de Autorização”) é
fornecida em conformidade com o Contrato de Licença de Marca com data de [favor
incluir a data] (“Contrato”) celebrado por e entre COMPANHIA BRASILEIRA DE
DISTRIBUIÇÃO, uma sociedade constituída e com existência em conformidade com
as leis do Brasil, inscrita no CNPJ sob o número 47.508.411/0001-56 com sede
social na Avenida Brigadeiro Luis Antonio, 3142, São Paulo, Brasil
(“CBD”) e VIA VAREJO S.A., uma sociedade constituída e com
existência em conformidade com as leis do Brasil, inscrita no CNPJ sob o número
33.041.260/0652-90 com sede social em Rua João Pessoa, 83 — Centro — São Caetano
do Sul, Brasil (“Via Varejo”) como Licenciantes; e NOVA OPCO, uma
sociedade constituída e com existência em conformidade com as leis do Brasil,
inscrita no CNPJ sob o número
                            
com sede comercial em
                              ,
como Licenciada.

 

Por
meio desta Carta de Autorização, as Licenciantes, na qualidade de titulares dos
Nomes de Domínio, autorizam o uso de seus Nomes de Domínio pela Licenciada
unicamente em conexão com as Operações da Licenciada no Território e de acordo
com as especificações abaixo.

 

Os
termos e condições do Contrato são pelo presente instrumento incorporados como
referência a esta Carta de Autorização e fazem parte desta. Todos os termos
definidos no Contrato terão o mesmo significado quando utilizados nesta Carta de
Autorização. Caso alguma disposição desta Carta de Autorização esteja em
conflito direto com o Contrato de tal modo que as disposições de ambos não
possam tornar-se efetivas, os termos desta Carta de Autorização regerão tal
questão específica.

 




 





 

	
      Domain Names
	
       
	
      As   listed in Schedule A.

	
       
	
       
	
       

	
      Effective Date
	
       
	
      Same as the Agreement.

	
       
	
       
	
       

	
      Term and termination
	
       
	
      This   Letter of Authorization shall remain
      effective for the same term as the   Agreement and shall be automatically
      terminated upon the expiration or   termination of the
      Agreement.

	
       
	
       
	
       

	
      Specific terms &
conditions
	
       
	
      1.                  
      Notwithstanding the
      provisions of Clause 2.1 of the Agreement,   Licensee may acquire and use
      domain names that represent common misspellings   or alternate spellings
      of the Domain Names in order to redirect customers to   one of the Domain
      Names. Upon the expiration or termination of the Agreement,   such domain
      names shall be transferred to Licensors (as per Clause 9.4. of   the
      Agreement).

       

      2.                  
      Licensors may   continue to
      use the Domain Name “extra.com.br” and any similar domain names   for the
      sale of food and drink products, which are expressly excluded from   the
      scope of the Agreement.

       

      3.                  
      Licensee will   have the
      ownership of all website content which are accessible via the   licensed
      Domain Names and of all improvements thereof.

       

      4.                  
      Each Licensor   shall, at
      its own cost, take all steps required to maintain registrations for   the
      Domain Names owned by such Licensor throughout the term of the Agreement.
       In the event a Licensor does not take any step required to maintain its
      Domain Name, Licensee shall have the right to take such step itself, at
      the   Licensor’s cost.

       

      5.                  
      No payments   by Licensee
      will be due as per this Letter of Authorization. The only   payments due
      by Licensee to Licensors are set forth in Article IV of the
      Agreement.




 




 





 

[Tradução coluna

 

	
      Nomes de Domínio
	
       
	
      Como listados no Anexo A.

	
       
	
       
	
       

	
      Data Efetiva
	
       
	
      Mesma do Contrato.

	
       
	
       
	
       

	
      Prazo e rescisão
	
       
	
      Esta Carta de Autorização permanecerá em   vigor
      pelo mesmo prazo do Contrato e será automaticamente rescindida mediante
      término ou rescisão do Contrato.

	
       
	
       
	
       

	
      Termos e condições específicos
	
       
	
      1.                  
      Independentemente   das
      disposições da Cláusula 2.1 do Contrato, a Licenciada pode adquirir e
      usar nomes de domínio que representem ortografias incorretas comuns ou
      ortografias   alternativas dos Nomes de Domínio de modo a redirecionar os
      clientes a um dos   Nomes de Domínio. Mediante término ou rescisão do
      Contrato, tais nomes de   domínio serão transferidos às Licenciantes
      (conforme a Cláusula 9.4. do   Contrato).

       

      2.                  
      As Licenciantes podem
      continuar a usar o Nome de Domínio   “extra.com.br” e quaisquer nomes de
      domínio similares para a venda de   produtos alimentares e bebidas que
      estejam expressamente excluídos do âmbito   do Contrato.

       

      3.                  
      A Licenciada terá a
      titularidade de todo conteúdo de web site que seja   acessível por meio
      dos Nomes de Domínio licenciados e de todas as melhorias
      destes.

       

      4.                  
      Cada Licenciante tomará, às
      suas próprias expensas, todas as medidas   necessárias para manter os
      registros dos Nomes de Domínio de titularidade de   tal Licenciante ao
      longo da vigência do Contrato. No caso de uma Licenciante   não tomar
      alguma medida necessária para manter seu Nome de Domínio, a   Licenciada
      terá o direito de tomar ela mesma tal medida, às expensas da
      Licenciante.

       

      5.                  
      Nenhum pagamento por parte
      da Licenciada será exigível em conformidade   com esta Carta de
      Autorização. Os únicos pagamentos exigíveis da Licenciada   às
      Licenciantes estão estipulados na




 




 





 

	
       
	
       
	
      Cláusula IV do
Contrato.




 

São Paulo,
                      .

 

	
       
	CBD

	
       
	
       

	
       
	
       

	
       
	 

	
       
	
      By/ Por:
	
       

	
       
	
       
	
       

	
       
	
      Title/ Cargo:
	
       

	
       
	 

	
       
	 

	
       
	VIA VAREJO
      S.A.

	
       
	
       

	
       
	
       

	
       
	 

	
       
	
      By/ Por:
	
       

	
       
	
       
	
       

	
       
	
      Title/ Cargo:
	
       

	
       
	 

	
       
	 

	
       
	[NOVA
      OPCO]

	
       
	
       

	
       
	
       

	
       
	 

	
       
	
      By/   Por:
	
       

	
       
	
       
	
       

	
       
	
      Title/   Cargo:
	
       

	
       
	 




 




 





 

	
       
	Witness   1:

	
       
	 

	
       
	 

	
       
	
       

	
       
	
       

	
       
	
      By/   Por:
	
       

	
       
	
       
	
       

	
       
	
      Title/   Cargo:
	
       

	
       
	 

	
       
	 

	
       
	Witness   2:

	
       
	 

	
       
	 

	
       
	
       

	
       
	
       

	
       
	
      By/   Por:
	
       

	
       
	
       
	
       

	
       
	
      Title/   Cargo:
	
       

	 	 	 	 



 




 





 

SCHEDULE A

 

DOMAIN NAMES

 

CBD

 

1.             
extra.com.br

 

Via
Varejo

 

1.             
casasbahia.com.br;
and

2.             
pontofrio.com.br

 

[Tradução]

 

ANEXO A

 

NOMES DE DOMÍNIO

 

CBD

 

2.             
extra.com.br

 

Via
Varejo

 

3.             
casasbahia.com.br;
e

4.             
pontofrio.com.br

 




 





 

TRADEMARK LICENSE
AGREEMENT

 

This Agreement is made by and
between

 

COMPANHIA
BRASILEIRA DE DISTRIBUIÇÃO, a
corporation organized and existing under the laws of Brazil, enrolled with the
CNPJ under number 47.508.411/0001-56 with its principal place of business at
Avenida Brigadeiro Luis Antônio, 3142, Zip Code 01402-000, São Paulo/SP
(hereinafter referred as “CBD”), and

 

VIA
VAREJO S.A., a corporation
organized and existing under the laws of Brazil, enrolled with the CNPJ under
number 33.041.260/0652-90 with its principal place of business at Rua João
Pessoa, 83, São Caetano do Sul /SP (hereinafter referred as “Via
Varejo”),

 

Separated
referred as “Licensor” and together as “Licensors”, and

 

BRUXELAS
EMPREENDIMENTOS E PARTICIPAÇÕES S/A,
a corporation organized and existing under the laws of Brazil, enrolled with the
CNPJ under number 07.170.938/0001-07 with its principal place of business at
Avenida Brigadeiro Luis Antônio, 3172, 2nd floor, Zip Code 01402-000, São Paulo/SP
(hereinafter referred as “Licensee”),

 

CBD,
Via Varejo and Licensee are hereafter referred to, individually, as a
“Party” and, collectively, as the “Parties”.

 

WITNESSETH:

 

WHEREAS, Licensors are the owners or have the right
to license the use of certain Trademarks (as defined below);

 

WHEREAS, Licensee desires to use the Trademarks for
distribution and/or sale of products in connection with e-Commerce (as defined
below) and one particular Trademark in connection with Wholesale Activities (as
defined below), as established in Section 2.2;

 

WHEREAS, pursuant to the BPTO’s (as defined below)
rules the Trademarks are classified under International Class 35 which
encompasses a number of different activities and the Parties intended that the
Licensee has the exclusive right to use the Trademarks solely in connection with
e-Commerce activities in the Territory (as defined below) and with Wholesale
Activities as set out in Section 2.2;

 

WHEREAS, Licensors are willing and agree to grant a
license to Licensee for the use of the Trademarks solely in connection with
e-Commerce and with Wholesale Activities to the extent specifically established
in Section 2.2;

 

WHEREAS, Licensors and Licensee entered into the
Operational Agreement (as defined below) regulating, among others, certain
issues relating to marketing, use of trademarks and synergies,

 




 





 

NOW
THEREFORE, in consideration
of the mutual promises and covenants contained herein and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Licensor and Licensee agree as follows:

 

ARTICLE I.
DEFINITIONS

 

1.1                              
The following terms (except as
otherwise expressly provided or unless the context otherwise requires) for all
purposes of this Agreement shall have the following respective meanings (it
being understood that the terms defined in this Agreement, whether in this
Article I or otherwise, shall include in the singular number the plural,
and in the plural number the singular):

 

(a)        
“BPTO” shall mean the
Brazilian Patent & Trademark Office.

 

(b)        
“Business Partner” shall
mean companies or an individual associated with one of the Parties by means of a
contract which shall carry out actions within the scope of the Licensee’s
Operations.

 

(c)         
“Control” shall mean
(i) the direct or indirect power to exercise, individually or collectivity,
over fifty percent (50%) of the voting rights (or other ownership interest, if
not a corporation), whether or not by virtue of an agreement with other Parties,
of any entity and/or (ii) the direct or indirect power to appoint or
dismiss, whether or not by virtue of an agreement with other Parties,
individually or collectively, more than half of the directors of such entity,
even if all Parties with voting rights cast their votes.

 

(d)        
“Cnova” shall mean Cnova
N.V.

 

(e)         
“Confusingly Similar”
shall mean anything that is likely to cause confusion to the relevant consuming
public about the source of a sales service using the Trademarks or that,
intentionally or unintentionally, conflicts with the outlined scope of this
Agreement, which guarantees exclusivity to Licensee for the use of the
Trademarks solely in connection with Licensee’s Operations.

 

(f)          
“Corporate and Institutional
Purposes” shall mean activities anywhere in the world related to the
company’s internal audience (employees, etc.), for marketing purposes, for
compliance with regulatory requirements (such as corporate and securities laws)
and/or portfolio presentations to possible new or existing business partners and
subcontractors.

 

(g)         
“e-Commerce” shall mean
sales of products and services by any electronic means such as websites, social
network, mobile applications, telesales and all other existing and/or future
electronic means and resources available, that can be accessed from
anywhere.

 

(h)        
“Effective
Date” shall mean the date of signatures of this Agreement by the
Parties.

 




 





 

(i)            
“Licensee’s Operations”
shall mean the e-Commerce activities carried out by Licensee for the sale of
products in general, except from food and drink products related to Trademark
Extra, which are expressly excluded from the scope of this Agreement, as well as
the Wholesale Activities to the extent specifically established in
Section 2.2.

 

(j)           
“Operational Agreement”
shall mean the Operational Agreement between CBD, Via Varejo, Licensee, Cnova
and Nova Pontocom Comércio Eletrônico S.A, dated October 17, 2013, as
amended on  [July [·], 2014].

 

(k)        
“Physical Stores” shall
mean physical commercial establishments, such as retail stores, by which sales
are carried out within actual premises of a real estate property owned or leased
by the relevant business, it being specified that e-Commerce-related sales
should not be considered as Physical Stores solely by virtue of a physical
pick-up or delivery involving a physical establishment.

 

(l)            
“Subcontractors” shall
mean an individual or company contracted to perform part or all of the
obligations undertook by the Parties.

 

(m)    
“Tax” shall mean any
present or future tax, levy, impost, duty, charge or fee of any nature
(including interest, penalties and additions thereto) that is imposed by any
government or other taxing authority in respect of any payment under this
Agreement.

 

(n)        
“Territory” shall mean the
countries and regions listed in Schedule B, which Licensee has the right to use
the Trademarks.

 

(o)        
“Trademarks” shall mean
the trademark applications and registrations listed in Schedule A attached
hereto, and made a part hereof, and their derivations.

 

(p)        
“Wholesale Activities”
shall mean the operation conducted by Licensee that consists in volume sales to
corporate entities and to small and medium retailers, performed through
e-Commerce and/or telephone system, using the Trademark Ponto Frio.

 

ARTICLE II. GRANT
OF LICENSE

 

2.1                              
Subject to the terms and
conditions contained herein, Licensors hereby grant Licensee, during the term of
this Agreement, an exclusive and irrevocable license to use, reproduce and
publicly display the Trademarks in any form, but solely in connection with
Licensee’s Operations in the Territory and subject to Section 2.2
below.

 

2.1.1                                      
Licensors shall retain the right
to use, directly or indirectly, the Trademarks or any other trademarks other
than in connection with the Licensee’s Operations.

 




 





 

In this respect, in addition to the exclusivity
contained in Section 2.1, Licensors shall not use or license for use by any
other person the Trademarks or any other trademark in the Territory in
connection with activities that could be considered Confusingly Similar with
Licensee’s Operations.

 

2.1.2                                      
Licensors shall not be entitled
to use, file and/or register at the BPTO new trademarks in the Territory to
identify specifically (with the specification for) services of e-Commerce, nor
use or licence such new trademarks in connection with activities that could be
considered Confusingly Similar with Licensee’s Operations. The mere update of
logos related to the Trademarks or any other trademarks owned by Licensors shall
not be considered as a breach of the obligations established herein.

 

2.1.3                                      
Without prejudice to the
provisions herein, Licensee shall not be entitled to use other trademarks that
could be Confusingly Similar to any of the Trademarks as used by Licensors in
the Physical Stores.

 

2.1.4                                      
Licensee is allowed to develop
new trademarks for purposes of use in its e-Commerce activities which shall
exclusively belong to Licensee. For sake of clarification, Licensee’s use of the
Trademarks shall not be on an exclusive basis and as such Licensee shall have
the right to use other trademarks, including third party trademarks, for
purposes of conducting its e-Commerce activities and Wholesale
Activities.

 

2.1.5                                      
Licensee agrees that it shall at
no time adopt, use, register, purchase or otherwise acquire, without Licensors’
prior written consent, any sign, trademark or commercial name which is identical
or similar to the Trademarks as used by Licensors in the Physical Stores.
Licensee further agrees that it will not, during the term of this Agreement or
thereafter, challenge (i) Licensors exclusive property rights in the
Trademarks, or (ii) the validity of the Trademarks and any registrations
thereof;

 

2.1.6                                      
Licensors shall not delegate,
pledge, encumber or otherwise transfer the Trademarks to a third party without
Licensee’s prior written consent.

 

2.1.7                                      
Licensors shall grant to
Licensee, for no consideration, a right of use of the domain names associated
with the Trademarks in a separate letter, as described in Schedule C, under the
same terms and conditions mutatis mutandis as this Agreement. Such letter
shall be executed by the Parties upon signature of this Agreement

 

2.2                              
Via Varejo also grants Licensee
during the term of this Agreement an exclusive and irrevocable license to use,
reproduce and publicly display the Trademark Ponto Frio, as described in the
Schedule A, solely in connection with Wholesale Activities in the
Territory.

 




 





 

2.3                              
Licensee may not assign,
delegate, encumber or otherwise transfer any of its rights or obligations under
this Agreement without the prior written consent of the respective Licensor,
except in the event such transfer is made to:

 

2.3.1                                      
companies directly or indirectly
Controlled by Licensee;

 

2.3.2                                      
Cnova or companies Controlled by
or Controlling Cnova, for Corporate and Institutional Purposes; and

 

2.3.3                                      
Subcontractors or Business
Partners of Licensee or its subsidiaries to the extent such transfer is
necessary for the activities carried out by such persons to the benefit of
Licensee or its subsidiaries.

 

2.4                              
Licensee shall not sublicense the
Trademarks without prior and written consent of the respective Licensor, except
in the event such sublicense is granted to:

 

2.4.1                                      
companies directly or indirectly
Controlled by Licensee;

 

2.4.2                                      
Cnova or companies Controlled by
or Controlling Cnova, for Corporate and Institutional Purposes; and

 

2.4.3                                      
Subcontractors or Business
Partners of Licensee or its subsidiaries to the extent such sublicense is
necessary for the activities carried out by such persons to the benefit of the
Licensee or its subsidiaries.

 

2.5                              
Licensee shall have a right of
first refusal in case any Licensor intends to transfer the ownership of or
license any of the Trademarks under the conditions set out below.

 

2.5.1                                      
Each Licensor shall inform
Licensee upon a three (3) month prior notice of its intent to
(i) transfer the Trademarks to any person or (ii) grant licenses on
any of the Trademarks to third parties in relation to activities outside
Licensee’s Operations. Such notice shall set out the identity of the proposed
purchaser or licensee and a complete copy of the offer. After such notice,
Licensee shall have thirty (30) days to notify Licensors of its intention to
exercise the right to purchase or license, as the case may be, the relevant
Trademarks on the same terms and conditions as those that have been agreed with
the proposed transferee or licensee. If the consideration provided for in the
offer is not in cash or reflects a broader transaction, the price shall be based
on the value of the consideration as established in good faith by the Parties,
provided that in case the Parties cannot reach a mutually agreeable consensus,
they shall jointly appoint an independent expert with a mandate to determine the
price in accordance with this Agreement pursuant to the applicable rules of
valuation of the International Chamber of Commerce. The Licensor and the
Licensee shall complete the transfer or licensing of the offered Trademarks at
such time and place as shall be specified in the notice of the Licensee of its
intention to exercise its right, but in any event no later than forty-five (45)
business days following the giving of such notice. In the event that the
transaction resulting

 




 





 

from the Licensee’s exercise of its right of first
refusal is not consummated within the aforementioned period through the fault of
the Licensee, then the Licensor may proceed to consummate the transaction
contemplated initially.

 

2.5.2                                      
If Licensee does not exercise its
right of first refusal, Licensor shall have a 60-day period from the expiry date
of the above-mentioned 30-day period to complete the license or transfer with a
third party under the same terms and conditions as those notified to Licensee.
If the terms of the contemplated license or transfer are modified or if the
contemplated license or transfer is not completed within such 60-day period,
then Licensor shall again comply with the Licensee’s right of first refusal as
set forth in Clause 2.5.1.

 

2.5.3                                      
Notwithstanding any rights and
remedies that Licensee may have under this Agreement, in case a Licensor grants
licenses on the Trademarks in relation to activities outside Licensee’s
Operations or transfers the ownership of any Trademark in violation of
Licensee’s right of first refusal, the contract between Licensor and the third
party shall contain provisions to the extent that the new Trademark owner or
licensee will be required to maintain the Licensee’s rights set forth in this
Agreement with all its existing terms and conditions.

 

2.5.4                                      
To the extent Licensee does not
exercise its right of refusal, Licensors may transfer the ownership of, or grant
license over, the relevant Trademark(s) to third parties in accordance with
the provisions of Section 2.5.2. In any event, the contract between
Licensors and the third party shall contain provisions to the extent that the
new Trademark owner or licensee will be required to maintain the Licensee’s
rights set forth in this Agreement with all its then existing terms and
conditions.

 

2.6                              
Without prejudice to other rights
or remedies that may be available in connection with a breach of
Section 2.5, non-compliance with Section 2.5 above will subject the
defaulting Party to the payment of a non-compensatory fine in the same amount
provided in Section 9.3 below.

 

ARTICLE III.
OWNERSHIP AND WARRANTIES

 

3.1                              
Licensee acknowledges that all
intellectual property rights regarding the Trademarks belong exclusively to, or
are exclusively controlled by Licensors.

 

3.1.                           
Licensee shall in no way
represent that it has any ownership regarding the Trademarks and specifically
acknowledges that any prior use of the Trademarks by Licensee has not created
and will not hereafter create any right, title or interest thereof in favor of
Licensee other than as provided for in this Agreement.

 

3.2                              
Each Licensor shall, at its own
cost, take all steps required to maintain registrations with the BPTO of the
Trademarks owned by such Licensor throughout the term of this

 




 





 

Agreement.
In the event a Licensor does not take any step required to maintain its
Trademark, Licensee shall have the right to take such step itself, at the
Licensor’s cost.

 

3.3                              
Licensee shall, at its own cost,
take all steps required for initiating the recordal process of the license
granted to Licensee under Article II in the BPTO within ten (10) days
of the Effective Date. If requested by Licensee, Licensors shall use its best
efforts to assist and provide all reasonably required documents and information
for such record.

 

3.4                              
Each Party warrants that it has
full authority, power and capacity to enter into and carry out its obligations
under this Agreement.

 

3.5                              
Each Licensor warrants to
Licensee that:

 

3.5.1                                      
it exclusively owns all of the
rights and interests in, and has title to, the Trademarks, and is entitled to
grant the rights granted to Licensee under this Agreement, and more
specifically, under Article II;

 

3.5.2                                      
each of the Trademarks is valid
and subsisting;

 

3.5.3                                      
it has not given a third party
permission to use any of the Trademarks in the Territory for the performance of
activities equivalent or Confusingly Similar to the Licensee’s Operations, nor
is it under an obligation to do so;

 

3.5.4                                      
all application, filing,
registration, renewal and other fees in respect of registrations (or
applications for registration) of the Trademarks have been paid; and

 

3.5.5                                      
it has not acquiesced in the
unauthorized use of the Trademarks, nor is any Party infringing, or likely to
infringe, any of the Trademarks.

 

3.5.6                                      
other than as has been disclosed
by Licensors, no relevant claim has been made by a third party which disputes
the right of Licensor to use or license any Trademark in respect of the
Licensee’s Operations, nor is Licensor aware of any circumstances likely to give
rise to a claim.

 

ARTICLE IV.
PAYMENT

 

4.1                              
In consideration for the rights
granted herein, Licensee shall pay to CBD a total single amount of R$100,000.00
(one hundred thousand reais) and to Via Varejo a total single amount of
R$100,000.00 (one hundred thousand reais), in each case on a one time
basis.

 

4.1.1                                      
No further payments by Licensee
will be due during the term of this Agreement or upon its renewal.

 




 





 

4.2                              
The payment shall be due as of
the Effective Date, and shall be made within ten (10) days of the issuance
of the Certificate of Recordation by the BPTO.

 

4.3                              
All Taxes of any kind whatsoever
in connection with the execution of this Agreement and payments made by Licensee
and imposed on Licensors shall be borne by Licensee.

 

ARTICLE V.
CONFIDENTIAL INFORMATION

 

5.1                              
The Parties shall hold
confidential and shall not directly or indirectly disclose, publish or use for
the benefit of itself or any third party any confidential or proprietary
information, as defined below as “Confidential Information”, which have been
acquired as a result of this Agreement, without first having obtained the other
Party prior written consent to such disclosure, publication or use.

 

5.2                              
Definition: For the purposes of this Agreement,
Confidential Information shall mean:

 

5.2.1                                      
any information relating to this
Agreement, the platform and the Licensee’s Operations, including, but not
limited to, agreements of any kind, technical information, flows, organizational
structures, procedures, expertise, know-how, as well as any other information
disclosed by one Party (the “Disclosing Party”) and/or its respective
representatives or advisors (“Representatives”) or any of its
affiliates.

 

5.2.2                                      
any non-public, confidential,
proprietary or patentable information relating to the Disclosing Party, its
affiliates, any shareholder, employee or customer of the Disclosing Party, that
have been obtained by the other Party (the “Receiving Party”) or by its
representatives, either in writing or verbally, through the Disclosing Party or
as a result of contacts with the management or with its representatives or
affiliates;

 

5.2.3                                      
analysis, compilations, studies
or other documents prepared by the Receiving Party or its representatives, which
contain or otherwise reflect or are generated using such information;
and

 

5.2.4                                      
understandings, verbal or written
agreements, amounts, negotiations, interested parties, procedures, economic and
legal concepts and strategies discussed, evaluated, rejected or preferred by the
interested parties relating to the purpose of this Agreement.

 

5.3                              
Exception: Confidential Information shall not include
any information which the Receiving Party can demonstrate that:

 

5.3.1                                      
it is or becomes available to the
public for reasons other than the disclosure by the Receiving Party or its
representatives;

 




 





 

5.3.2                                      
is already, at the time of
disclosure, known by the Receiving Party and was not disclosed by the Disclosing
Party, its representatives or affiliates or obtained by the Receiving Party as a
result of this Agreement or by violation of any laws or obligations to which the
Receiving Party is or may become subject; or

 

5.3.3                                      
the disclosure is required by an
arbitral or judicial order which has become final and non-appealable, to which
the Disclosing Party is subject (and, in such event, only upon written notice
with no later than two business days in advance).

 

5.4                              
Use: The Receiving Party agrees to maintain in strict
secrecy the Confidential Information, and shall not disclose it to third parties
or use it other than for purposes of this Agreement.

 

5.4.1                                      
The provisions above shall not
prevent the Receiving Party from disclosing Confidential Information to
(i) its representatives having a need to know the Confidential Information
solely for the performance of this Agreement (ii) its
affiliates.

 

5.4.2                                      
The Receiving Party agrees to
take all necessary measures to protect the Confidential Information when
disclosing them to its representatives.

 

5.4.3                                      
The Receiving Party shall be
jointly and severally liable with its representatives and affiliates, without
benefit of order, for all acts or omissions of their representatives or
affiliates regarding the Confidential Information.

 

5.5                              
If required by the Disclosing
Party, the Receiving Party agrees to return or destroy, within five
(5) business days from the termination of this Agreement, any and all
material provided by the Disclosing Party or produced by the Receiving Party or
any of its representatives or affiliates containing any kind of Confidential
Information.

 

5.6                              
Mandatory
Disclosure: If a Receiving
Party, or any of its representatives or affiliates is obliged by law, by
regulation, applicable stock market rule, securities regulator or by request of
any government authorities to disclose part or all of the Confidential
Information, such Receiving Party or its representative or affiliate as the case
may be shall be authorized to disclose said Confidential Information, provided
that it promptly notifies the Disclosing Party, with enough time to allow the
latter to perform any measures or appeals that may be appropriate. The Receiving
Party or its representative or affiliate will reveal only such information as
required, and shall exert every best effort to obtain confidential treatment for
any Confidential Information that is so revealed.

 

5.7                              
The obligations under this
section shall remain valid for the term of this Agreement and for ten
(10) years after the termination hereof for any cause.

 




 





 

ARTICLE VI. USE OF
TRADEMARKS / QUALITY CONTROL

 

6.1                              
Licensee shall use the Trademarks
only as permitted pursuant to the terms of the present Agreement.

 

6.1.1                                      
Licensee agrees that it will do
nothing inconsistent with Licensors’ ownership of the Trademarks during the term
of this Agreement.

 

6.1.2                                      
Licensee shall use the Trademarks
in such manner that they create a separate and distinct impression from any
other trademark, trade name or service mark and maintain the good name and
reputation of the Trademarks.

 

6.2                              
Licensee recognizes and accepts
that Licensors shall have the right to supervise the use of Trademarks for
purposes of compliance with Section 6.1 of this Agreement.

 

6.3                              
Licensors’ responsibility for the
control of the quality shall be met, at the least, through a combination of the
steps and circumstances enumerated below:

 

6.3.1                                      
Licensors and Licensee, albeit
operating at arm’s length in terms of this Agreement, have a mutual interest in
the maintaining of the nature and quality of the Trademarks and have a
relationship basis beyond this Agreement for effecting the observance of the
quality standards.

 

6.3.2                                      
Each Licensor, in light of its
corporate relationship to Licensee, is generally aware of the current quality of
the License’s Operations and the commitment of Licensee to continue to meet the
quality standards expected within the corporate family over and beyond those
required by governmental organizations.

 

6.3.3                                      
Licensors shall have the right to
periodically review the activities of Licensee, as set out in Section 6.3,
provided that such right may not be exercised in a way that unduly or
unreasonably interferes with Licensee’s regular activities;

 

6.3.4                                      
Licensors shall have the right to
visit Licensee’s facilities, upon reasonable prior notice to Licensee, to ensure
that Licensee complies with the terms of this Agreement; and

 

6.3.5                                      
In the event Licensors reasonably
finds Licensee’s use of the Trademarks to be materially in violation of the
terms of this Agreement, Licensee agrees, upon notification, to evaluate such
findings and take reasonable steps to address them, provided that in case the
Parties cannot reach a mutually agreeable consensus, Article XI will apply
as Licensors shall only entitled to seek damages in accordance with the
provisions of Article IX.

 

6.4                              
Compliance with
Law. Licensee shall comply
with all applicable national, federal, state, provincial and local laws and
regulations in connection with its use of the Trademarks under this
Agreement.

 




 





 



 

6.4.1                                      
Licensee further warrants that
the products sold in the carrying out of Licensee’s Operations will be
advertised, distributed and sold in accordance with all applicable national,
federal, state, provincial and local laws and regulations.

 

6.4.2                                      
Licensee agrees to give prompt
notice to Licensors if, at any time, Licensee is advised by any governmental
authority that the use of the Trademarks are not in accordance with all material
applicable national, federal, state, provincial and local laws and
regulations.

 

6.5         
Licensee and Licensors undertake
to comply with all relevant provisions of the first amendment to the Operational
Agreement.

 

ARTICLE VII.
OPERATIONAL AGREEMENT

 

7.1         
Licensee and Licensors will be
required to comply with all relevant provisions of the first amendment to the
Operational Agreement regarding the Trademarks of each Licensor. The present
Agreement is without prejudice to the Operational Agreement. In the event that
any term of the present Agreement contradicts any term of the Operational
Agreement, the term of the Operational Agreement shall prevail.

 

7.2         
The strategy and positioning of
the Trademarks shall be determined pursuant to the terms of the Operational
Agreement.

 

ARTICLE VIII.
DEFENSE OF TRADEMARKS, INDEMNITIES

 

8.1         
The Parties shall observe and
comply with all the requirements, procedures and directions agreed by them with
respect to the use and safeguarding of the Trademarks. The Parties shall not, at
any time, do or suffer to be done any act or thing that will in any way impair
the rights of the other Party to the Trademarks.

 

8.2         
Any of the Parties shall
reasonably notify the other, in writing, of:

 

8.2.1                                      
any infringement or potential
infringement of any Trademarks; or

 

8.2.2                                      
infringement of any trademark,
trade name or service mark by any Trademark of which any of the Parties becomes
aware of (collectively “Third Party Disputes”).

 

8.3         
Licensee may bring any action or
proceeding relating to Third Party Disputes, at Licensee’s expense, with
Licensor’s previous written approval.

 

8.3.1                                      
In case a Third Party Dispute
relates to the Trademarks or Licensee’s Operations, in the absence of a response
from Licensor’s in a reasonable 

 




 





 

time, Licensor authorizes the Licensee to take
the actions required to protect the Trademark.

 

8.3.2                                      
Each Licensor shall act in good
faith in performing its obligation to support the Licensee in connection with
any Third Party Disputes.

 

8.3.3                                      
Each Licensor shall, in good
faith, provide any assistance reasonably requested by Licensee in the conduct of
Third Party Disputes, including, but not limited to situations in which any
action or proceeding requires approval or participation from Licensor due to the
reason of the trademark being registered with the BPTO, respectively, under the
Licensor’s names.

 

8.4         
Any award of costs or damages or
other compensation payment arising from claims involving the matters listed in
this Article VIII shall accrue to both Parties. The Parties will discuss in
good faith the form and criteria pursuant to which such compensation will be
determined. In any event such compensation will take into consideration, among
others, the respective efforts from each Party that contributed to the success
in the claim (such as legal costs borne by each Party) and the harm and losses
suffered by each Party’s businesses in connection with the Third Party
Dispute.

 

8.5         
The Parties represent that they
have not and will not breach or infringe any intellectual property rights of any
third party in the use of the Trademarks.

 

8.6         
Each Party (the “first party”)
shall indemnify the other Party against losses, liabilities and costs (including
reasonable legal expenses) which the other Party suffers or incurs as a result
of or in connection with any claim against it which results from a proven
infringement by the first party of the intellectual property rights of a third
party or from a proven breach by the first party of its obligations under this
Agreement.

 

ARTICLE IX. TERM
AND TERMINATION

 

9.1         
Term: Without regard to the term or the termination of the
Operational Agreement, this Agreement will remain valid for an initial 20-year
term, counted as of the Effective Date, and will be automatically renewed for an
additional 10-year period. Any further renewals are subject to negotiation
between the Parties.

 

9.2         
Right to
Terminate: Either Party may
terminate this Agreement immediately upon written notice in the event that a
court of competent jurisdiction rules that the other Party became insolvent
or filed or had filed against it a petition in bankruptcy or judicial
reorganization.

 

9.3         
Except for termination of this
Agreement pursuant to clause 9.2, in the event of termination by any of the
Licensors, or Licensee, before the expiration date, without prejudice to
specific performance and any additional damages, the Party that early terminates
this Agreement will be subject to pay to the other Party (or, if the Licensee is
the 

 




 





 

terminating
Party, to the Licensors together) a non-compensatory fine of R$50,000,000.00
(fifty millions reais) per Trademark.

 

9.3.1                                      
The foregoing shall not be
construed as granting any right to terminate this Agreement prior to its
expiration date to any of Licensors or Licensee other than as specifically set
forth in Clause 9..2, the Parties intent being that an uncured breach of this
Agreement be sanctioned by damages and injunctive relief only and each Party
waives to the fullest extent possible under applicable laws any right to request
the early termination of this Agreement.

 

9.3.2                                      
The non-compensatory fine will be
due only for the following Trademarks: “Extra”, “Ponto Frio” and “Casas Bahia”,
as described in the Schedule A.

 

9.3.3                                      
The payment of the
non-compensatory fine shall be made within 30 (thirty) days from the termination
of the relevant contractual relationship between the Parties.

 

9.4         
Effects of
Termination:

 

9.4.1                                      
Expiration or early termination
of this Agreement, for any reason, shall not release either Party from any
obligation or liability which at said time the relevant Party has already
incurred to the other Party(ies), nor affect in any way the survival of any
rights, duties or obligations of either Party which are stated in this Agreement
as continuing after the expiration or termination of this Agreement. Nothing in
the immediately preceding sentence shall affect, be construed or operate as a
waiver of the right of the Party aggrieved by any breach of this Agreement to be
compensated for any injury or damage resulting therefrom which is incurred
before or after such expiration or termination.

 

9.4.2                                      
Immediately upon the expiration
or termination of this Agreement for any cause whatsoever, all the rights
granted to Licensee hereunder shall cease and automatically revert to Licensors,
which shall be free to license others to use any or all of the rights granted
herein effective on and after such date of expiration or termination.

 

9.4.3                                      
In the event of any expiration or
termination of this Agreement for any cause whatsoever, Licensee shall promptly
return to Licensors all material and any other information relating to the
Trademarks disclosed by Licensors to Licensee, as Licensors shall reasonably
request. Upon expiration or termination of this Agreement, Licensee agrees to
promptly cease any and all use, advertising or display of any
Trademarks.

 

9.4.4                                      
Notwithstanding the provisions of
this Article, if on the effective date of termination of this Agreement Licensee
is bound to its customers by agreements to sell products in connection with the
use of the Trademarks, the duration of which extends beyond the effective date
of termination of this 

 




 





 

Agreement, Licensee may, provided it continues to meet
all of its obligations under this Agreement, continue to perform such customer
agreements until their normal date of expiration or until the effective date of
their termination; thereupon, Licensee shall comply with its obligations set
forth in this Clause 9.

 

9.4.5                                      
In the event of termination of
this Agreement for any reason, the Parties shall negotiate in good faith the
transaction procedure with regards to the Licensee’s Operations and the
Trademarks.

 

ARTICLE X.
MISCELLANEOUS

 

10.1       
Specific
performance. The specific
performance of any obligations contained herein may be required by the
non-defaulting Party or the creditor, as applicable, of such obligation pursuant
to the Brazilian Code of Civil Procedure.

 

10.2       
Entire
Agreement. Except as
expressly provided for herein, this Agreement contains the entire agreement
between the Licensors and the Licensee regarding the subject matter hereof and
supersedes any understandings, commitments, negotiations, agreements, term
sheets and/or contracts (executed or not) or representations, oral or written,
prior to this document.

 

10.2.1                               
The Licensors and the Licensee
acknowledge that they are not executing this Agreement based on any warranty,
representation, statement, agreement or commitment of any kind other than those
expressly provided for herein. To the extent permitted by law, and except in
cases of fraud, each Party agrees and acknowledges that their sole rights and
remedies in respect of any representation, warranty or commitment made or given
herein shall only apply in case of breach of the terms and conditions provided
for herein, to the exclusion of all other rights and remedies.

 

10.3       
Waiver and
amendment. No waiver of any
right to any of the Parties arising out of this Agreement shall be effective if
it is not expressly written.

 

10.4       
Failure of either Party to
exercise any right it may have herein or in the applicable law or failure to
apply any possible measure, penalty or sanction shall not operate as a waiver or
novation, and shall not, therefore, be construed as a desistance of their
application in case of recurrence. No waiver, termination or discharge of this
Agreement or any of the terms or provisions hereof shall be binding on any of
the Parties, unless confirmed in writing. No waiver by either Party of any term
or provision hereof or any default hereunder shall affect the rights of said
Party to enforce thereafter such term or provision or to exercise any legal
right or remedy in the event of any other default, whether similar or
not.

 

10.4.1                               
This Agreement may not be changed
or amended except in writing and executed by all Parties.

 




 





 

10.5       
Notices. Any notice, request, instruction or other document to
be given hereunder by a Party to the other Party shall be in writing and
delivered personally or sent by registered or certified mail, postage prepaid,
or by overnight courier, by facsimile transmission, or by electronic mail, the
receipt of which is confirmed by telephone and, pending the designation of
another address, addressed as follows:

 

If to CBD:

 

Avenida Brigadeiro Luiz Antonio, 3142
 01423-000,
São Paulo – SP 
 Attn.: Chief Executive Officer
 Fax: +55 11
3884-[·]

 

If to Via Varejo:

 

Rua João Pessoa, 83
 09520-010, São Caetano do Sul –
SP 
 Attn.: Chief Executive Officer
 Fax: +55 11 4225-[·]

 

If to Licensee:

 

[·]
 [·]

Attn.: [·]

Fax.: [·]

 

10.6       
Further
Assurance. Each of the
Parties shall use its reasonable efforts to: (i) ensure that any third
party performs such other acts and execute and deliver such other documents as
required to comply with the provisions hereof; and (ii) ensure that the
other Party may require from any third parties all such acts and measures as
required to the compliance with this Agreement.

 

10.7                       
Exclusion of invalid
provisions. If any of the
provisions of this Agreement, or any part thereof, is annulled, declared illegal
or deemed invalid or unenforceable for any reason, the validity and
enforceability of the remaining provisions shall not be affected or impaired in
connection with any of the Parties. In case of any illegality, invalidity,
ineffectiveness or change in the material economic substance of the underlying
relationship as finally determined
by a competent tribunal without possibility for further appeal (including that
the material economic substance of the underlying relationship has changed), the
Parties agree to discuss in good faith the relevant amendments hereto in order
to reinstate this Agreement and preserve and give effect to the original intent
of the Parties.

 

10.8       
Irrevocability and
irreversibility. This
Agreement is irrevocably and irreversibly executed by the Parties, binding upon
the Parties, their heirs and successors and permitted assigns in any
way.

 




 





 

ARTICLE XI.
APPLICABLE LAW AND ARBITRATION

 

11.1       
Applicable law. This Agreement shall be governed and
construed pursuant to the laws of the Federative Republic of Brazil.

 

11.2       
Language of the
Agreement. The Parties
acknowledge that it is their express wish that this Agreement and all notices
and other documents to be given or executed under the Agreement be in English
and Portuguese. In the event of any differences between the Portuguese and
English versions of this Agreement, the Portuguese version shall
prevail.

 

11.3       
Amicable
settlement. Any dispute
arising from or related to this Agreement shall be notified in writing by one
Party to the other(s), and the Parties shall use their best efforts to settle
the dispute on an amicable basis within thirty (30) days from the date of
receipt of the notification.

 

11.4       
Arbitration. If an agreement cannot be reached pursuant
to Section 11.2 above, any dispute arising out of or in connection with the
present Agreement, including without limitation, the validity, interpretation,
compliance, implementation, termination or breach of this Agreement shall be
submitted to arbitration in accordance with the Rules of Arbitration of the
International Chamber of Commerce (“ICC Rules”) prevailing as at the date
of the request for such arbitration. São Paulo, Brazil is the seat of the
arbitration.

 

11.5       
Arbitral
tribunal. The arbitral
tribunal shall consist of three (3) arbitrators, of whom one shall be
nominated by claimant(s) and one shall be nominated by respondent(s). The
third arbitrator acting as president of the arbitral tribunal shall be nominated
jointly by the two party-appointed arbitrators within 15 (fifteen) days from the
confirmation of the second arbitrator, failing which the ICC shall appoint the
president of the arbitral tribunal pursuant to the ICC Rules.

 

11.6       
Language of
arbitration. The language of
the arbitration shall be Portuguese. Any of the Parties to the arbitration may
submit evidence in any other language provided that it is accompanied by a
translation into Portuguese.

 

11.7       
Jurisdiction. The decision of the arbitral tribunal shall
be final and binding upon the Parties and may be enforced in any court of
competent jurisdiction. Each Party retains the right to seek judicial assistance
notably (a) to compel arbitration; (b) to obtain interim measures of
protection rights prior to instruction of pending arbitration and any such
action shall not be construed as a waiver of the arbitration proceeding by the
Party; or (c) to enforce any decision of the arbitrators including the
final award. If a Party seeks judicial assistance, the Courts of São Paulo,
Brazil, shall have jurisdiction.

 

11.8       
Consolidation of
proceedings. Arbitration
proceedings might be consolidated as agreed by the Parties or determined by the
ICC pursuant to the ICC Rules.

 

11.9       
Confidentiality of
arbitration. The Parties
expressly agree that the arbitration shall be kept strictly confidential, along
with the information thereon (including without any limitations, the allegations
made by the Parties thereto, evidence, technical reports and any 

 




 





 

other
statements given by third parties along with any documentation submitted or
exchanged in the course of the arbitration proceedings), which shall only be
revealed to the arbitral tribunal, the ICC, the Parties, their attorneys, and
any person essential to the development of the arbitration proceedings, except
if such disclosure is required so as to satisfy obligations set out by law or by
any competent authorities.

 

IN
WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by
their duly authorized officers.

 

São Paulo,
                      .

 

 

	
       
	
      CBD
	
       

	
       
	
       
	
       

	
       
	
       
	
       

	
       
	
      By:
	
       
	
       

	
       
	
      Title:
	
       
	
       

	
       
	
       
	
       

	
       
	
       
	
       

	
       
	
      VIA VAREJO
    S.A.
	
       

	
       
	
       
	
       

	
       
	
       
	
       

	
       
	
      By:
	
       
	
       

	
       
	
      Title:
	
       
	
       

	
       
	
       
	
       

	
       
	
       
	
       

	
       
	
      BRUXELAS EMPREENDIMENTOS E
      PARTICIPAÇÕES S/A

	
       
	
       
	
       

	
       
	
       
	
       

	
       
	
       
	
       

	
       
	
      By:
	
       
	
       

	
       
	
      Title:
	
       
	
       

	
       
	
       
	
       

	
       
	
      Witness   1:
	
       

	
       
	
       
	
       

	
       
	
       
	
       

	
       
	
      By:
	
       
	
       

	
       
	
      Title:
	
       
	
       

	
       
	
       
	
       

	
       
	
      Witness   2:
	
       

	
       
	
       
	
       

	
       
	
       
	
       

	
       
	
      By:
	
       
	
       

	
       
	
      Title:
	
       
	
       




 




 





 

SCHEDULE A

 

TRADEMARKS -
Brazil

 

CBD

 

	
      Official

      Number
	
       
	
      Trademark
	
       
	
      Image

	
      814817882
	
       
	
      EXTRA
	
       
	
      

	
      828038384
	
       
	
      EXTRA
	
       
	
      

	
      828038600
	
       
	
      EXTRA
	
       
	
      




 




 





 

Via
Varejo

 

	
      Official

      Number
	
       
	
      Trademark
	
       
	
      Image

	
      828470731
	
       
	
      CASAS
      BAHIA
	
       
	
      

	
      821556975
	
       
	
      CASAS
      BAHIA
	
       
	
       

	
      821902440
	
       
	
      PONTO
      FRIO
	
       
	
       

	
      814077552
	
       
	
      PONTO
      FRIO
	
       
	
       

	
      007139896
	
       
	
      PONTO
      FRIO
	
       
	
       

	
      826210805
	
       
	
      PONTO
      FRIO
	
       
	
      

	
      826312942
	
       
	
      PONTO
      FRIO.COM
	
       
	
      

	
      905493133
	
       
	
      PONTO
      FRIO
	
       
	
      

	
      900348798
	
       
	
      PONTOFRIO
      PONTOCOM
	
       
	
       

	
      900348658
	
       
	
      PONTOFRIO.COM
	
       
	
       




 




 





 

	
      904621545
	
       
	
      PONTOFRIO.COM
	
       
	
      




 




 





 

SCHEDULE B –
TERRITORY

 

Brazil

 




 





 

SCHEDULE 4.5 (C)(III)

 

AGREED FORM OF NEW NOVA
SHAREHOLDERS’ AGREEMENT

 

67




 





 

SHAREHOLDERS’
AGREEMENT

 

NOVA
PONTOCOM COMÉRCIO ELETRÔNICO S.A.

 

 

COMPANHIA BRASILEIRA DE
DISTRIBUIÇÃO

 

ECQD
PARTICIPAÇÕES LTDA.

 

VIA
VAREJO S.A.

 

GERMAN PASQUALE QUIROGA
VILARDO

 

EDUARDO KHAIR CHALITA

 

NOVA
PONTOCOM COMÉRCIO ELETRÔNICO S.A.

 

AND

 

THE
OTHER MINORITY SHAREHOLDERS OF NOVA PONTOCOM COMÉRCIO ELETRÔNICO
S.A.

 

 

[·], 2014

 




 





 

SHAREHOLDERS’ AGREEMENT 
 NOVA
PONTOCOM COMÉRCIO ELETRÔNICO S.A.

 

By
this instrument,

 

(1)                            
COMPANHIA BRASILEIRA DE
DISTRIBUIÇÃO, a publicly held
company enrolled with the National Corporate Taxpayers Register of the Ministry
of Finance (“CNPJ/MF”) under No. 47.508.411/0001-56, with head
offices in the city of São Paulo, state of São Paulo, at Avenida Brigadeiro Luiz
Antônio, 3142, herein represented in accordance with its bylaws (“CBD”),
and ECQD PARTICIPAÇÕES LTDA., a limited liability company, registered in
the CNPJ/MF under No. 07.707.968/0001-00, with head offices in the city of
São Paulo, state of São Paulo, at Avenida Brigadeiro Luiz Antônio, 3172,
(“ECQD”), herein represented in accordance with its articles of
association (both referred to jointly as “GPA”);

 

(2)                             
VIA
VAREJO S.A., a publicly held
company enrolled with the CNPJ/MF under No. 33.041.260/0652-90, with head
offices in the city of São Caetano do Sul, state of São Paulo, at Rua João
Pessoa, 83, herein represented in accordance with its bylaws (“Via
Varejo”);

 

(3)                             
GERMAN
QUIROGA PASQUALE VILARDO,
Brazilian, separated, engineer, holder of Identity Card no. 7354705-1 issued by
the IFP, enrolled with the Individual Taxpayers’ Registry of the Ministry of
Finance (“CPF/MF”) under No. 009.943.227-71, resident and domiciled
in the city of São Paulo, state of São Paulo, at Rua Gomes de Carvalho, 1609,
7th floor (“Quiroga”);

 

(4)                             
EDUARDO
KHAIR CHALITA, Brazilian,
divorced, engineer, holder of Identity Card no. 04340487-0 issued by IFP/RJ,
enrolled with the CPF/MF under No. 600.137.107-53, resident and domiciled
in the city of São Paulo, state of São Paulo, at Rua Gomes de Carvalho, 1609,
7th floor (“Chalita”, and with Quiroga,
collectively referred to as the “Executives”);

 

(5)                             
DEMETRIUS FERREIRA DA
SILVA, Brazilian, married,
statistician, holder of Identity Card no. 112641410, issued by IFP/RJ, enrolled
with the CPF/MF under No. 078.154.827-67, resident and domiciled in the
city of Rio de Janeiro, state of Rio de Janeiro, at Rua João Pernambuco, 1,
sobrado, Bangu (“Demetrius”);

 

(6)                             
DENI
YUKO HIGA, Brazilian, single,
administrator, holder of Identity Card no. 251244209, issued by SSP/SP,
inscrita no CPF/MF sob no 258.873.498-75, resident and domiciled in the
city of São Paulo, state of São Paulo, at Rua Rouxinol, 407, apt 101, Moema
(“Deni”);

 

(7)                             
HILDA
LUZIA KOZLOWSKI, Brazilian,
married, administrator, holder of Identity Card no. 65415100, issued by
SSP/PR, enrolled with the CPF/MF under No. 972.394.539-87, resident and
domiciled in the city of Rio de Janeiro, state of Rio de Janeiro, at Rua
Cupertino Durão, 219, apt 1204B, Leblon (“Hilda”);

 

(8)                             
LUCAS
CORREIA DOS SANTOS,
Brazilian, single, majored in Management of Computer Technology, holder of
Identity Card no. 0122602725, issued by DIC/RJ, enrolled with the CPF/MF
under No. 090.825.957-37, resident and domiciled in the city 

 

2




 





 

of São Paulo, state of São Paulo, at Avenida Padre
Antônio José dos Santos, 530, apt 131w, Brooklin (“Lucas”);

 

(9)                             
MARCEL
BALDI JACOB, Brazilian,
divorced, administrator, holder of Identity Card no. 22419709-5, issued by
SSP/SP, enrolled with the CPF/MF under No. 291.137.228-08, resident and
domiciled in the city of São Paulo, state of São Paulo, at Rua Pedro de Toledo,
544, apt 412 (“Marcel”);

 

(10)                      
MARCELO
MACHADO ESTEVÃO, Brazilian,
married, marketing manager, holder of Identity Card no. 50178343-X, issued
by SSP/PA, enrolled with the CPF/MF under No. 022.004.837-16, resident and
domiciled in the city of São Paulo, state of São Paulo, at Rua Vicente Pereira
de Assunção, 55, apt 34, Bloco 2 (“Marcelo Estevão”);

 

(11)                      
WERNER
GERMANO DOPHEIDE, Brazilian,
married, metallurgic engineer, holder of Identity Card no. 044971588-1,
issued by IFP, enrolled with the CPF/MF under No. 018.459.487-18, resident
and domiciled in the city of Rio de Janeiro, state of Rio de Janeiro, at Rua São
Clemente, 398, apt 201, Botafogo (“Werner”);

 

(12)                      
CINTIA
MENDONÇA, Brazilian,
divorced, majored in Social Communications, holder of Identity Card
no. 218898514, issued by SSP/SP, enrolled with the CPF/MF under
No. 272.300.258-69, resident and domiciled in the city of São Paulo, state
of São Paulo, at Avenida Imperatriz Leopoldina, 1110, Bloco B, apt. 105/106,
Centro (“Cintia”);

 

(13)                      
JOSÉ
RICARDO FICHER TANCREDI,
Brazilian, single, E-commerce manager, holder of Identity Card
no. 27.250.458-0, issued by SSP/SP, enrolled with the CPF/MF under
No. 176.462.908-66, resident and domiciled in the city of São Paulo, state
of São Paulo, at Rua Eugênio Bettarello, 55, apt 53D (“José”);

 

(14)                      
JULIA
BARRETO RUEFF, Brazilian,
married, majored in Social Communications, holder of Identity Card
no. 134176544, issued by DIC/RJ, enrolled with the CPF/MF under
No. 095.041.317-86, resident and domiciled in the city of São Paulo, state
of São Paulo, at Avenida Macuco, 518, apt 201, Moema
(“Julia”);

 

(15)                      
LILIAN
TIEMI TAKADA, Brazilian,
married, systems analist, holder of Identity Card no. 36.291.942-2, issued
by SSP/SP, enrolled with the CPF/MF under No. 027.319.566-23, resident and
domiciled in the city of São Paulo, state of São Paulo, at Rua Abilio Soares,
639, apt. 101B (“Lilian”);

 

(16)                      
LUCIANO
DE FREITAS MANOLIO,
Brazilian, single, administrator, holder of Identity Card no. 219487935,
issued by SSP/SP, enrolled with the CPF/MF under No. 267.890.028-20,
resident and domiciled in the city of São Paulo, state of São Paulo, at Rua
Clodomiro Amazona, 713, apt 31, Itaim Bibi (“Luciano”);

 

(17)                      
MARCELO
LUIZ PAGOTTO RECCO,
Brazilian, married, administrator, holder of Identity Card no. 267298523,
issued by SSP/SP, enrolled with the CPF/MF under No. 251.157.728-33,
resident and domiciled in the city of São Paulo, state of São Paulo, at Rua
Canário, no 1.112, apto 61 (“Marcelo Luiz”);

 

(18)                      
MARCIA
TEIXEIRA, Brazilian, single,
administrator, holder of Identity Card no. 103220091, issued by IFP/RJ,
enrolled with the CPF/MF under No. 038.822.877-64, resident and domiciled
in the city of São Paulo, state of São Paulo, at Rua Barão do Triunfo, 290, apt.
101, Brooklin Paulista (“Marcia”);

 

3




 





 

(19)                      
MARCIO
VIANNA DE MELO, Brazilian,
married, majored in Computer Science, holder of Identity Card
no. 103134466, issued by IFP, enrolled with the CPF/MF under
No. 042.773.797-45, resident and domiciled in the city of São Paulo, state
of São Paulo, at Alameda Jauaperi, 755, apt 22, Indianópolis
(“Marcio”);

 

(20)                      
REGIS
BORGHI, Brazilian, married,
systems analist, holder of Identity Card no. 12.692.249-4, enrolled with
the CPF/MF under No. 087.310.608-38, resident and domiciled in the city of
São Paulo, state of São Paulo, at Rua Canuma, 723, Jardim dos Estados
(“Regis”);

 

(21)                      
VALERIA
DE ALMEIDA VALENTIM,
Brazilian, single, civil engineer, holder of Identity Card no. 081267361,
issued by IFP, enrolled with the CPF/MF under No. 001.165.107-57, resident
and domiciled in the city of São Paulo, state of São Paulo, at Rua Gomes de
Carvalho, 1.050, apt. 122, Vila Olímpia (“Valeria”);

 

(22)                      
VICENTE
RODRIGUES DE REZENDE FILHO,
Brazilian, divorced, majored in Industrial Design, holder of Identity Card
no. 343119444, issued by SSP/PA, enrolled with the CPF/MF under
No. 024.105.497-48, resident and domiciled in the city of São Paulo, state
of São Paulo, at Rua Padre João Manuel, 328, apt. 7B (“Vicente”, and with
Demetrius, Deni, Hilda, Lucas, Marcel, Marcelo Estevão, Werner, Cintia, José,
Julia, Lilian, Luciano, Marcelo Luiz, Marcia, Marcio, Regis, Valeria and
Vicente, collectively referred to as the “Minority
Shareholders”);

 

And as intervening-consenting party,

 

(23)                      
NOVA
PONTOCOM COMÉRCIO ELETRÔNICO S.A.,
a corporation enrolled with the CNPJ/MF under No. 09.358.108/0001-25, with
head offices in the city of São Paulo, state of São Paulo, at Rua Gomes de
Carvalho, 1609, 7th floor, herein represented in accordance
with its bylaws (“Company”); and

 

all
Parties (except the Company), collectively referred to as the
“Shareholders” or, severally, as the “Shareholder”.

 

WHEREAS:

 

(A)                           
The Shareholders are, on this
date, the rightful owners of shares representing 100% of the share capital of
the Company, with their respective share capital distributed as follows: GPA
with an interest of 52.28%, Via Varejo with an interest of 43.90%, Quiroga with
an interest of 1,79%, Chalita with an interest of 1,79% and Minority
Shareholders jointly with an interest of 0,05%;

 

(B)                           
On October 17, 2013, GPA,
Via Varejo and the Executives entered into a shareholders’ agreement,
establishing rules to regulate (a) the relationship of such
shareholders among themselves and with third parties, (b) the participation
of the Executives and third parties in the management of the Company, and
(c) the operational aspects of the Company (the “Original Shareholders’
Agreement”);

 

(C)                           
Under a project of reorganization
of the e-commerce businesses of the Casino Group (“E-Commerce
Restructuring”), on [·], 2014, the Company approved the contribution
of its operating assets and liabilities into Bruxelas Empreendimentos e
Participações S.A. (“Nova OpCo”), its wholly-owned subsidiary at the
time;

 

4




 





 

(D)                           
As a part of the E-Commerce
Restructuring, Casino Guichard-Perrachon (“CGP”), the ultimate
controlling shareholder of the Company, GPA and Via Varejo, established Cnova
N.V. (“Cnova”) to concentrate under a single holding company the
e-commerce businesses of (i) the Company, which conducts e-commerce
business in Brazil, and (ii) CGP, consisting of Cdiscount S.A. and
CDiscount International BV, each wholly-owned by Casino Entreprise S.A. and
which conduct e-commerce business in France and abroad;

 

(E)                            
On [·],
2014, with the completion of the E-Commerce Restructuring, Nova OpCo has become
directly and wholly-owned by Cnova, therefore the Shareholders jointly have
become indirect holders of 53,5% of the total capital of Cnova;

 

(F)                             
In view of the E-Commerce
Restructuring, GPA, Via Varejo and the Executives wish to terminate the Original
Shareholders’ Agreement and the Shareholders agree to replace it by this
Agreement, which will be fully valid, effective and binding as of the date
hereof.

 

NOW
THEREFORE, the Shareholders
agreed to enter into this instrument, pursuant to Article 118 of Law
No. 6,404 of December 15, 1976, as amended (the “Brazilian
Corporations Law”), with the intervention of the Company, under the terms
and conditions hereinafter set forth.

 

1                                     
DEFINITIONS AND
INTERPRETATION

 

1.1                           
In addition to others defined
in this Agreement, the following expressions shall have the following meanings
assigned to them (when used in the singular or plural, regardless of
gender):

 

“Affiliate” means any company that directly or
indirectly, through one or more intermediaries, controls, or is controlled by,
or is under common control with a Shareholder.

 

“Agreement” means this Shareholders’ Agreement
of the Company.

 

“Board of Officers” means the members of the
board of officers of the Company.

 

“Brazilian Corporations Law” means Law
No. 6,404 of December 15, 1976, as amended.

 

“CBD” means Companhia Brasileira de
Distribuição.

 

“CGP” means Casino
Guichard-Perrachon.

 

“Chalita” means Eduardo Khair
Chalita.

 

“Cnova” means Cnova N.V.

 

“Cnova Founding Shareholders” means, for the
purposes of this Agreement, CGP, GPA, Via Varejo, and the Executives.

 

“Cnova IPO” means the initial public offering of
shares issued by Cnova to be registered with the U.S. Securities and Exchange
Commission and listed and admitted to trading on a U.S. stock exchange (either
NYSE or NASDAQ).

 

5




 





 

“Cnova Shares” means the shares issued by Cnova
beneficially owned indirectly by each Shareholder, proportionally to its
respective interest in the Company, through the Company, Lux HoldCo and Dutch
BV.

 

“Cnova Transfer Notice” has the meaning set
forth in Section 5.5.

 

“Company” means Nova Pontocom Comércio
Eletrônico S.A.

 

“Company’s Shares Transfer Notice” has the
meaning set forth in Section 5.3.

 

“Competitor” means any Entity acting in
businesses operated by the Company or any of its Subsidiaries or
Affiliates.

 

“Dutch BV” means Jaïpur Financial Markets
B.V.

 

“E-Commerce Restructuring” has the meaning set
forth in Recitals (D).

 

“ECQD” means ECQD Participações Ltda.

 

“Entity” means any natural person or legal
entity, firm, company, investment fund, private supplementary pension entity,
consortium, joint venture, trust, co-ownership, universality of rights, or any
other form of organization, with or without legal personality.

 

“Executives/Minority Shareholders Voting
Agreement” means the agreement executed between the Executives and the
Minority Shareholders, dated from [·], 2014.

 

“GPA” means, collectively, Companhia Brasileira
de Distribuição and ECQD Participações Ltda.

 

“ICC Rules” has the meaning set forth in
Section 11.3.

 

“ICC” means the International Chamber of
Commerce.

 

“Lux HoldCo” means Jaïpur Financial Markets
S.à.r.l.

 

“Nova OpCo” means Bruxelas Empreendimentos e
Participações S.A.

 

“Operational Agreement” means the Operational
Agreement among the Company, Via Varejo and CBD, dated October 17, 2013, as
amended.

 

“Original Shareholders’ Agreement” has the
meaning set forth in Preamble (B).

 

“Period for the Obligation to Indemnify” has the
meaning set forth in Section 8.2.

 

“Permitted Transferee” means (i) the Cnova
Founding Shareholder and its legal successors; and (ii) any Entity that is
at least 90% controlled, directly or indirectly, by one or more Cnova Founding
Shareholders, in the sense that at least 90% of the shares, units, memberships
or participations, as well as the voting rights attached thereto, must be held,
directly or indirectly, by one or more Cnova Founding Shareholders. For
avoidance of doubts, it shall be considered as a Permitted Transferee a vehicle
in which the Executives jointly hold interests representing 90%.

 

“Permitted Transfers” has the meaning set forth
in Section 5.1.

 

“Quiroga” means German Quiroga Pasquale
Vilardo.

 

“Representatives” means (i) the persons
appointed directly or indirectly by the Shareholders to the Board of Directors
of Company and/or Subsidiaries, or (ii) the 

 

6




 





 

persons appointed directly or indirectly by the Company
and/or Subsidiaries to the Board of Directors of Subsidiaries, or (iii) the
persons appointed by the Shareholders, by the Company, or Subsidiaries to
exercise the right to vote on corporate decisions on their behalf.

 

“Securities Act” means the U.S. Securities Act
of 1933, as amended.

 

“SELIC” means the financing rate in the
interbank market for transactions of one day or overnight backed by federal
government securities and carried out in the SELIC - Brazilian Special Clearance
and Escrow System or any other rate that may replace it.

 

“Selling Shareholder” has the meaning set forth
in Section 5.5.

 

“Shareholders” means, collectively, GPA, Via
Varejo, the Executives and the Minority Shareholders.

 

“Shares of the Company” means all ordinary and
preferred shares issued by the Company, which are at any time and in any way
held by the Shareholders, which are bound by this Agreement and subject thereto,
including:

 

(i)                     
any shares of the Company arising
from bonuses, stock split or reverse stock split that may be acquired in any way
by the Shareholders;

 

(ii)                  
any shares of the Company arising
from the payment of stock dividends, payment in shares for redemption, repayment
or repurchase or capital reduction, that may be acquired in any way by the
Shareholders;

 

(iii)               
any shares of the Company arising
from the exercise of the right of first refusal or priority (the purchase and/or
subscription) or the exercise of options to purchase shares granted to any
Shareholders, as directors of the Company, and that may be acquired in any way
by the Shareholders;

 

(iv)              
any shares of Company arising
from the conversion or exchange of any securities, including profit-sharing
bonds, conversion of debentures and exercise of warrants, which may be acquired
in any way, by the Shareholders;

 

(v)                 
any shares in the Company, or the
corporation resulting from the transaction, which may be acquired by the
Shareholders as a result of merger, spin-off, incorporation or any other form of
corporate restructuring involving the Company;

 

(vi)              
the right of Shareholders to
subscribe for or purchase securities or securities issued by the Company, or
that allow the subscription or purchase of securities issued by the
Company;

 

(vii)           
any shares of the Company arising
from capitalization of profits;

 

(viii)        
any shares of the Company arising
from provisional allocation of voting rights, by virtue of legal provisions or
administrative or judicial decision, while such advantage may prevail,
and

 

(ix)              
any shares of the Company that
may be acquired by the Shareholders in any way.

 

7




 





 

“Special Voting Agreement” means the agreement
between the Voting Depository, Cnova and the Cnova Founding Shareholders, dated
[·] 2014.

 

“Special Voting Depositary Receipts” means the
receipts originally issued
to Cnova Founding Shareholders
pursuant to the Special Voting Agreement.

 

“Subsidiaries” has the meaning set forth in
Section 2.2.

 

“Via Varejo Shareholders’ Agreement” means the
Shareholders’ Agreement of Via Varejo S.A., as signed on 
July 1st, 2010.

 

“Voting Depository” means the Stichting
Cnova Special Voting Shares, a
foundation to be incorporated under Dutch law,
for the purposes of the Special Voting Agreement[·].

 

2                                     
PURPOSE, COMMITMENT OF SHARES AND
TERMINATION OF ORIGINAL SHAREHOLDERS’ AGREEMENT

 

2.1                           
This Agreement has the
purpose to establish, among other matters: (i) the composition of the
management of the Company, and (ii) restrictions on the disposal of Shares
of the Company and of Cnova shares.

 

2.2                           
This Agreement binds the
Shareholders and is applicable to the companies (or other forms of organization)
in which the Company may have an interest, at any time, directly or indirectly
(the “Subsidiaries”).

 

2.3                           
This Agreement binds the
Shares of the Company held by the Shareholders and by the Permitted Transferee
that may adhere to this Agreement.

 

2.4                           
The Shareholders establish,
as a fundamental principle of this Agreement, that the interests of the Company,
in accomplishing its social purposes, will always prevail over the private
interests of the Shareholders.

 

2.5                           
No Shareholder shall enter
into any agreement relating to the Company, including shareholders and voting
shareholders, among themselves and/or with any third party, except for the
provisions of the Via Varejo Shareholders’ Agreement and of the
Executives/Minority Shareholders Voting Agreement applicable to the Company and
for the agreements entered into in connection with the E-Commerce
Restructuring.

 

2.6                           
GPA, Via Varejo and the
Executives hereby agree that the Original Shareholders’ Agreement is terminated
as of the date of the present Agreement.

 

3                                    
SHARE
CAPITAL

 

3.1                           
Common
shares. The share capital of
the Company is currently composed exclusively of common shares, nominative and
without par value. During the term of this Agreement, the Company shall not
issue participation certificates and/or subscription warrants.

 

3.2                           
Current
structure. The share capital
of the Company, fully subscribed and paid in, as of the date hereof is
R$50,741,294.71, divided into 60,692,838 Shares, distributed among the
Shareholders as follows:

 

(i)                
GPA holds 31,730,986 Shares of
the Company, representing 52.28% of the share capital of the Company;

 

8




 





 

(ii)             
Via Varejo holds 26,643,996
Shares of the Company, representing 43.90% of the share capital of the
Company;

 

(iii)          
Quiroga holds 1.087.431 Shares of the Company, representing 1,79% of the share
capital of the Company;

 

(iv)         
Chalita holds 1.087.430 Shares of the Company, representing 1,79% of the share
capital of the Company; and

 

(v)            
The Minority Shareholders hold
28.705(1) Shares of the Company, representing 0,05% of the share
capital of the Company.

 

4                                     
CORPORATE GOVERNANCE

 

4.1                           
Management. The management of the Company shall be exercised by
the Board of Directors and the Board of Officers, as provided for in its Bylaws
and the applicable law.

 

4.1.1                  
The Board of Officers of the
Company shall be responsible for the management of the Company in the normal
course of business.

 

4.2                           
Board
of Directors. The Board of
Directors of the Company shall be composed of three (3) members, of which
(i) GPA shall appoint two (2) members, one of whom will act as
Chairman of the Board of Directors and (ii) Via Varejo shall appoint one
(1) member, to be chosen by Via Varejo from among its own officers. Members
of the Board of Directors shall have a unified term of office of two
(2) years.

 

4.2.1                  
In any event GPA shall
appoint the majority of the members of the Board of Directors of the
Company.

 

4.2.2                  
GPA and Via Varejo may remove
the members of the Board of Directors appointed by them and elect replacements
at any time in their sole discretion.

 

4.2.3                  
GPA and Via Varejo shall make
their best efforts to appoint their Representatives on the Board of Directors
that are trained professionals, having experience in business management,
knowledge of the best practices in corporate governance, time available,
strategic vision consistent with Company objectives and have no interests in
Competitors of the Company.

 

4.3                           
Board
of Officers. The Board of
Officers consists of two (2) members, all of which appointed by the Board
of Directors.

 

4.4                           
Corporate governance. The Company shall adopt the corporate
governance rules of GPA in their business, especially regarding accounting,
financial and tax practices.

 

5                                     
SHARE
TRANSFERS

 

5.1                           
Permitted Transfers. Transfers of Company’s Shares by a
Shareholder to a Permitted Transferee shall not be considered as a violation of
this Agreement, and shall not give rise to any right or obligation that any of
the Shareholders may have hereunder (“Permitted Transfers”).

 






(1)  Adapt the distribution of the share
capital after the fiduciary assignment of shares.

 

9




 





 



 

5.1.1                  
In the event of a Permitted
Transfer, the respective Shareholder shall: (ii) cause the Permitted
Transferee to adhere to this Agreement, and (iii) jointly liable, guarantee
all obligations of such Permitted Transferee in relation to the provisions of
this Agreement.

 

5.1.2                  
GPA hereby undertakes not to
transfer any shares if such transfer may cause the cancellation of the Special
Voting Depositary Receipts held by Via Varejo under the terms of the Special
Voting Agreement.

 

5.1.3                  
Via Varejo hereby undertakes
not to transfer any shares if such transfer may cause the cancellation of the
Special Voting Depositary Receipts held by GPA under the terms of the Special
Voting Agreement.

 

5.2                           
Lock-up
on the Shares of the Company.
Subject to Section 5.1, each Shareholders hereby agrees that, without the
prior written consent of the other Shareholders, during the period beginning on
the date hereof and ending five (5) years after the pricing of Cnova IPO,
not to (i) offer, sell, contract to sell, pledge, loan, grant any option to
purchase, make any short sale or otherwise dispose of or grant any rights or
file or cause to be filed a registration statement pursuant to the Securities
Act or Brazilian laws, in all cases with respect to any Shares of the Company
newly issued or held, directly or indirectly, by the Shareholders on the date
hereof, or any options or warrants newly issued or held, directly or indirectly,
by the Shareholders on the date hereof to purchase any shares issued by the
Company, or any securities newly issued or held, directly or indirectly, by the
Shareholders on the date hereof convertible into or exchangeable for, or that
represent the right to receive, shares of the Company, issued or owned directly
by the Shareholders or with respect to which the Shareholders has beneficial
ownership under any applicable laws or regulations; (ii) enter into any
swap or other arrangement that transfer to another, in whole or in part, any of
the economic consequences of ownership of the Shares of the Company or any
securities convertible into or exercisable or exchangeable for the Shares of the
Company, or options or warrants or other rights to purchase shares issued by the
Company, whether any such transaction is to be settled by delivery of the Shares
of the Company or such other securities, in cash or otherwise; or
(iii) publicly announce an intention to effect any transaction specified in
items (i) or (ii) above.

 

5.3                           
Transfer of the Shares of the
Company

 

5.3.1                  
Following the end of the
lock-up period on the Shares of the Company provided in Section 5.2 above,
any Shareholder willing to sell the Shares of the Company in a transaction that
is not a Permitted Transfer shall comply with the provisions of
Section 5.3.2 and manifest in writing its intention to the other
Shareholders indicating (i) the number of Shares of the Company to be sold;
(ii) the potential buyer, (iii) the target price; and (iv) the
deadline to conclude such transfer (“Company’s Shares Transfer
Notice”).

 

5.3.2                  
Upon the receipt of the
Company’s Shares Transfer Notice, any Shareholder shall have the right, within
sixty (60) days following the receipt of such notice, (a) demand the
implementation of the disproportional spin-off of the Company, in accordance
with Article 229, Paragraph 5 of the Brazilian Corporations Law, and the
spin-off of Lux HoldCo and Dutch BV, after which each of GPA, Via Varejo and the
group composed of the Executives and the Minority Shareholders shall 

 

10




 





 

become the sole shareholder of a Brazilian, a
Luxembourgian and a Dutch company that holds its Cnova Shares, proportionally to
the corresponding indirect shareholdings prior to the spin-off, being that, in
this case, each Shareholder hereby undertakes to vote in favor of and take all
necessary measures to implement the disproportional spin-off of the Company and
the spin-off of Lux HoldCo and Dutch BV; or (b) in case any of the
Executives or any of the Minority Shareholders is the selling shareholder, GPA
and Via Varejo will have the right to proportionally acquire the offered shares
in the same terms and conditions offered by the potential buyer. The transfer
contemplated in the Company’s Shares Transfer Notice may only occur following
either (i) the completion of the disproportional spin-off of the Company,
Lux Holdco and Dutch BV or (ii) GPA and Via Varejo’s affirmative election
not to exercise their preemption rights granted in Section 5.3.2
(b).

 

5.4                           
Lock-up
on Cnova Shares. Each
Shareholder hereby agrees that, except if with the prior written consent of the
other Shareholders, on the date hereof and ending 180 days after the pricing of
Cnova IPO, not to (i) offer, sell, contract to sell, pledge, loan, grant
any option to purchase, make any short sale or otherwise dispose of or grant any
rights or file or cause to be filed a registration statement pursuant to the
Securities Act, in all cases with respect to its Cnova Shares, newly issued or
held, directly or indirectly, by the Shareholders, or any options or warrants
newly issued or held, directly or indirectly, by the Shareholders to purchase
any  Shares of Cnova, or any securities newly issued or held, directly or
indirectly, by the Shareholders convertible into or exchangeable for, or that
represent the right to receive, Shares of Cnova shares, issued or owned directly
by the Shareholders or with respect to which the Shareholders has beneficial
ownership under any applicable laws or regulations; (ii) enter into any
swap or other arrangement that transfer to another, in whole or in part, any of
the economic consequences of ownership of Cnova Shares or any securities
convertible into or exercisable or exchangeable for Cnova Shares, or options or
warrants or other rights to purchase Cnova Shares, whether any such transaction
is to be settled by delivery of Cnova Shares or such other securities, in cash
or otherwise; (iii) cause the Company or any other Entity to do any of the
foregoing; or (iv) publicly announce an
 intention to effect any
transaction specified in items (i) to (iii) above; provided that, the
terms of this Section 5.4 shall be superseded in their entirety by the
lock-up provisions set forth in the underwriting or similar agreement related to
the Cnova IPO, provided that it shall not extend the lock up for a period longer
than 180 days as of Cnova’s IPO pricing date.

 

5.5                           
Transfer of Cnova
Shares

 

5.5.1                  
Following the end of the
lock-up period on Cnova shares provided in Section 5.4 above, any
Shareholder willing to cause the sale of its proportional indirect interest in
Cnova Shares held by Dutch BV (“Selling Shareholder”) shall manifest in
writing its intention to the other Shareholders indicating, by a notice
submitted in a sealed envelope to the Chairman of the Board of Directors
(i) the number of its Cnova Shares to be sold; (ii) the target price;
and (iii) the deadline to conclude such transfer (“Cnova Transfer
Notice”).

 

5.5.2                  
Within three (3) days
from the receipt of the Cnova Transfer Notice, the Chairman of the Board of
Directors shall report to the other Shareholders the receipt of Cnova Transfer
Notice and they shall in 10 days manifest in writing, by 

 

11




 





 

notice submitted in a sealed envelope to the Chairman
of the Board of Directors, their respective intentions to sell or not to cause
the sale of its proportional indirect interest in Cnova Shares held by Dutch BV,
in the same proportion and under the same conditions as the Selling Shareholder.
After the simultaneous opening of all envelopes received by the 10-day term days
abovementioned, in the event:

 

(i)                                 
all Shareholders have manifested
their intention to sell Cnova Shares in the same proportion, such sale shall be
carried out by the Company within fifteen (15) days from the expiration of the
10-day term mentioned in Section 5.5.2. Following the sale of such Cnova
Shares, the Company shall distribute the proceeds of the sale to the
Shareholders pro rata to their direct equity interest in the
Company;

 

(ii)                              
one or more Shareholders
(a) have manifested its intention not to sell Cnova Shares (or have
manifested its intention to sell Cnova Shares but not in the same proportion as
the Selling Shareholder), or (b) fail to manifest in writing its intentions
to the other Shareholders, by notice submitted in a sealed envelope to the
Chairman of the Board of Directors, in 10-day term mentioned in
Section 5.5.2, then the Selling Shareholder shall have the right to demand
the implementation of a disproportional spin-off of the Company, in accordance
with Article 229, Paragraph 5 of the Brazilian Corporations Law, and the
spin-off of Lux HoldCo and Dutch BV, after which each of GPA, Via Varejo and the
group composed by the Executives and the Minority Shareholders shall become the
sole shareholder of a Brazilian, a  Luxembourgian and a Dutch company that holds its Cnova
Shares proportionally to the corresponding indirect shareholdings prior to the
spin-off, therefore enabling the Selling Shareholder to pursue the desired sale
of its Cnova Shares. In this case, all Shareholders undertake to vote in favor
of and take all necessary measures to implement the disproportional spin-off of
the Company and the spin-off of Lux HoldCo and Dutch BV.

 

5.6                           
Spin-off of the
Company

 

5.6.1                  
The disproportional spin-off
of the Company provided for in Sections 5.3.2 and 5.5.2 shall be carried out in
accordance with the Brazilian Corporations Law and applicable
regulations.

 

5.6.2                  
The general shareholders’
meeting of the Company called to deliberate on and approve the spin-off of the
Company shall also deliberate on and approve the justification of the spin-off
and appoint the experts that shall prepare the appraisal report of the net
equity to be transferred to each spun-off company, which in any case shall be
the equivalent to the proportional indirect shareholding of Cnova shares of each
Shareholders’ spun-off company, in accordance with Sections 5.3.2 or
5.5.2(ii) above, as applicable.

 

5.6.3                  
In case any Shareholder fails
to comply without reason with the provisions set forth in 5.3.2 or
5.5.2(ii) above, as applicable, then any Shareholder shall have the right
to vote with the Shares of the Company of the non-compliant Shareholder so as to
approve the spin-off of the Company and related 

 

12




 





 

documents with the required unanimous vote in the
general shareholders’ meeting.

 

5.6.4                  
The spin-off of the Company,
Lux HoldCo and Dutch BV, in accordance with Section 5.3.2 or
5.5.2(ii) above, as applicable, shall occur pursuant to the applicable law,
with such spin-offs to occur in an order if any that avoids the cancellation of
the Special Voting Depositary Receipts.

 

5.6.5                  
All costs and expenses
resulting from the disproportional spin-off set forth in Sections 5.3.2, 5.5.2
(ii) and 5.6.4, including those necessary for obtaining the documents
required for the implementation and formalization, except for any tax costs that
may arise to each Shareholder, shall be supported in pro rata bases by GPA and
Varejo which shall reimburse the group consisting of Minority Shareholders and
Executives by the costs and expenses regarding the spin-off.

 

5.6.6                  
GPA and Via Varejo shall use
their best efforts to avoid that the implementation of the spin-off provided for
in this Section impairs the tax treatment applicable to the Executives and
the Minority Shareholders in the relevant jurisdictions. The Parties recognize
that such best efforts undertaking by GPA and Via Varejo shall not  constitute
any obligation to indemnify the Executives or the Minority Shareholders or
ensure them any additional right.

 

5.6.7                  
The lock-up of the Shares of
the Company set forth in Section 5.2 shall not prevent, under any
circumstances, the implementation of the Company’s disproportional spin-off
provided for in Section 5.5.2.

 

5.6.8                  
In case the implementation of
the disproportional spin-off of the Company or of the Lux HoldCo or Dutch BV,
for any reason, does not correspond to the Shareholders’ best interest, the
Shareholders undertake, on an irrevocable basis, to discuss, in good faith and
using their best commercial efforts, other structure that makes the same desired
result with such disproportionate divisions, and the costs shall be borne in
accordance with Section 5.6.5 and with due regard to the provisions of
Section 5.6.6.

 

5.7                           
Payment
in kind of the Company’s Shares

 

5.7.1                  
CBD and the Executives shall
execute an amendment to the Private Loan Agreement entered into on
November 8, 2010 and amended on September 12, 2013, on October 4,
2013 and on October 17, 2013, and to the Share Swap Agreement entered into
on November 8, 2010 and amended on September 12, 2013, on
October 4, 2013 and on October 17, 2013 (“Debt Agreements”), in
order to permit that, following to the implementation of the IPO of Cnova,
including  during the lock-up period applicable to the Cnova Shares, the
Executives have the right to give their respective Shares of the Company in
payment for the debts contracted under the Debt Agreements (“Payment in Kind
of the Company’s Shares”).

 

5.7.2                  
For the purposes of
determining the value of the Shares of the Company to be used in the Payment in
Kind of the Company’s Shares, (i) the Company’s indirect interest in Cnova
Shares shall be considered the only assets of the Company, and any liabilities
and/or contingencies of the Company and of its Subsidiaries shall not be
considered, and (ii) it shall be considered the average 

 

13




 





 

trading price of the Shares of Cnova in the last thirty
(30) trading sessions in the markets that such shall be listed, provided that,
in the event that thirty (30) trading sessions have not yet occurred until the
date of the Payment in Kind of the Company’s Shares, it shall be considered the
average trading price of the Cnova Shares in all the trading sessions that have
occurred until then, excluding, for this purpose, the first trading session in
which the Cnova Shares will be negotiated.

 

5.7.3                  
Further procedures 
applicable to the Payment in Kind of the Company’s Shares, including
rules intended to avoid any practice that may be considered as insider
trading,  shall be established
 under the amendment to the Debt
Agreements, which shall be executed within 30 (thirty) days from this
date.

 

5.8                           
Good
Faith Accomodation

 

5.8.1                  
If any Transfer of Company’s
Shares or Cnova Shares by GPA or Via Varejo or any of its Permitted Intermediate
Entities would cause or create a risk of the cancellation of the Special Voting
Depositary Receipts beneficially owned (directly or indirectly) by GPA or Via
Varejo, GPA and Via Varejo hereby agree to use reasonable commercial efforts to
accommodate any transfer or other action in order to avoid the cancellation of
the Special Voting Depositary Receipts beneficially owned (directly or
indirectly) by the other.

 

6                                     
OPERATING ASPECTS

 

The Shareholders and the Company shall observe and
respect the parameters, principles and rules set forth in the Operational
Agreement and its amendments, as applicable.

 

7                                     
REPRESENTATIONS AND WARRANTIES OF
THE SHAREHOLDERS

 

7.1                           
Each of the Shareholders,
with exception for the Executives, with respect to subsections (ii) and
(iv) below), as applicable, represents and warrants to the others
that:

 

(i)                                  
it is the lawful owner and holder
of the Shares of the Company, which are and will be kept free and clear of any
encumbrances, with exception for the Executives/Minority Shareholders Voting
Agreement, and are duly registered in the books of the Company;

 

(ii)                               
it is a Company properly
organized and validly existing pursuant to the laws of the Federative Republic
of Brazil, as well as holder of all licenses and authorizations required for its
regular and proper operations, as well as performance of its corporate
object;

 

(iii)                            
it has total power and authority
to execute this Agreement and to comply with the obligations set out
hereunder;

 

(iv)                           
the execution of this Agreement
and the compliance with all obligations undertaken herein were authorized by all
its corporate bodies as well as its respective shareholders and/or partners, and
no other act is needed to be performed to authorize the execution and
fulfillment of this Agreement;

 

14




 





 

(v)                              
this Agreement, as from its
execution, shall constitute a validly binding obligation, enforceable against
them at any time pursuant to the terms hereof; and

 

(vi)                           
it is not a party to or bound to
any agreement, law, decree, regulation, court decision or any other document of
any nature, in relation to which the execution of this Agreement or fulfillment
of any of its terms may come to be a violation, anticipation of obligations,
breach or result in the creation of an encumbrance on the Shares of the Company,
with due regard to the existence of
 eventual call options resulting
from the dully approved stock option plan over the Shares of the
Company.

 

8                                     
INDEMNIFICATION

 

8.1                           
Obligation to indemnify the
Shareholders. The
Shareholders undertake to indemnify and hold the other Shareholders harmless as
well as each of its managers, partners, whether direct or indirect,
representatives, councilmembers, managers, employees, agents, affiliates and
each one of their successors and assignees, as applicable, for any and all
losses arising from or related (i) to inaccuracy, error, mistake,
insufficiency, violation or falsity of any representation or warranty granted in
this Agreement, and (ii) to noncompliance with any obligation or covenant
set forth herein.

 

8.2                           
Period
for the Obligation to Indemnify.
The obligation to indemnify under this Section 8 shall last until the lapse
of the prescriptive period provided in the applicable law (the “Period for
the Obligation to Indemnify”), being established that, in the event that any
of the Shareholders is to receive, during the Period for the Obligation to
Indemnify, a communication from the other Shareholders with information as to a
loss, the obligation to indemnify set out in this Agreement shall remain both
valid and effective in relation to said loss, until such it is definitively
resolved, regardless of the lapse of the Period for the Obligation to
Indemnify.

 

8.3                           
Readjustment. All losses incurred shall be readjusted as from the
date on which they are considered reimbursable until the date of the actual
reimbursement in accordance with the variation set at the Brazilian Special
Clearance and Escrow System - Sistema Especial de Liquidação e Custodia -
SELIC, calculated pro rata temporis.

 

9                                     
TERM

 

9.1                           
This Agreement is effective
as of the date hereof, and shall remain in full force and effect for a period of
five (5) years or until the spin-off mentioned in
Section 5.5.2(ii) above occurs, whichever occurs first.

 

9.1.1                  
In the event the spin-off
mentioned in Section 5.5.2(ii) does not occur until the 5-year term of
the Agreement, then the provisions contained in Sections 1, 5.1, 5.3, 5.6, 5.7
and 8 to 12 shall survive the termination of the Agreement until the spin-off
mentioned in Section 5.3.2 above occurs.

 

9.1.2                  
In the event the Cnova IPO
does not occur until December 31, 2014, the Shareholders shall renegotiate
this Agreement in good faith so as to adapt the provisions regarding Cnova to a
scenario in which Cnova remains a closely-held company, observing that the new
version of this Agreement, as renegotiated, 

 

15




 





 

shall not provide for any contractual lock-up of the
Shares of the Company to the Executives, and shall guarantee usual property
rights to the Executives, such as tag along right to the Executives and Minority
Shareholders in the same proportion as GPA and/or Via Varejo and in the same
conditions among the Shareholders, and preemptive rights for GPA and Via Varejo
in case the Executives and Minority Shareholders sell their shares.

 

10                              
FILING
WITH THE COMPANY

 

10.1                    
A copy of this Agreement has
been filed on the date hereof at the Company’s head offices, for the intents and
purposes referred to in article 118 of the Brazilian Corporations Law, as well
as endorsed on the share certificates, if issued, and in the share registration
book and the book of the depositary institution, as the case may be, where the
following will be stated: “The shareholder holding these shares is a
signatory party to the Shareholders’ Agreement entered into on [•], 2014 which
is filed at the Company’s head offices, for all intents and purposes of article
118 of Law No. 6,404, of December 15, 1976, as
amended.”

 

10.2                    
The Company undertakes to
promptly communicate to the Shareholders on any acts, facts and/or omissions
that might entail a violation of this Agreement, as well as to adopt any
measures that subsequent law might come to require as to its validity and
effectiveness.

 

10.3                    
For the purposes of specific
performance as set out in article 118 the Brazilian Corporations Law, should the
legal representatives of the Shareholders fail to vote pursuant to the terms set
out in this Agreement, the Chairman and the Secretary of the general
shareholders’ meeting will not compute such votes.

 

11                              
GENERAL
PROVISIONS

 

11.1                    
Costs. With exception for costs and expenditures mentioned
in Section 5.6.4, each of the Shareholders shall bear with its own fees,
costs and expenditures of any nature (including without limitation any taxes
that it has to pay and costs incurred for legal and financial consultants) with
respect to the negotiation, preparation, execution and performance of this
Agreement and of any other documents related to this Agreement, even should they
be charged to the other party.

 

11.2                    
Further
information. The Shareholders
agree to provide such information, documents or reports as needed and that might
be required by the respective governmental authorities of any of the parties in
relation to the obligations set out hereunder. Should the requirement made by
the governmental authorities have a pre-established term for compliance
therewith, the parties should provide such information, documents, or reports
within a reasonable term that is acceptable so as to allow the other party to
comply with said law or applicable regulation.

 

11.3                    
Independence of the
provisions. If any
instrument, commitment, condition or provision of this Agreement is to be
considered illegal, invalid or unenforceable, pursuant to any current or future
law or for any other reason whatsoever, the remaining terms, commitments,
conditions or provisions of this Agreement will remain in full force, and will
not be affected by the illegal, invalid or unenforceable provision or by
elimination thereof.

 

16




 





 

11.4                    
Amendments. This Agreement may only be amended by means of a
written instrument signed by all Shareholders as well as the
intervening-consenting parties.

 

11.5                    
Full
agreement. This Agreement and
its appendices supersede any and all previous discussions and covenants, whether
verbal and/or written, between the Shareholders and the intervening-consenting
parties.

 

11.6                    
Waiver. Tolerance as to the noncompliance with any obligation
shall not be construed as a waiver of the right to request compliance with said
obligation, nor pardon, nor a modification in what was herein agreed.
Furthermore, no waiver of any term or condition of this Agreement, on one or
more occasions, will be deemed a waiver of the same term or condition of this
Agreement or of any other term or condition on any future occasion.

 

11.7                    
Irrevocability and
irreversibility. This
Agreement is entered into both irrevocably and irreversibly, binding the
Shareholders and the intervening-consenting parties, their successors and
permissible heirs in any way.

 

11.8                    
Notices
and notifications. Any and
all notifications, requests, approvals and other communications between the
parties of this Agreement shall be made in writing and considered to have been
properly received when delivered by hand, by courier services or transmission of
fax or e-mail, at the time of the respective receipt at the addresses or fax
numbers listed below or at such other addresses or fax numbers as they may
provide by notice as set out herein:

 

If to GPA:

 

Avenida Brigadeiro Luiz Antonio, 3142
 01423-000,
São Paulo – SP 
 Attn.: Chief Executive Officer
 Fax: +55 11
3884-[·]

 

If to Via Varejo:

 

Rua João Pessoa, 83
 09520-010, São Caetano do Sul –
SP 
 Attn.: Chief Executive Officer
 Fax: +55 11 4225-[·]

 

If to Quiroga:

 

Rua Gomes de Carvalho, 1609/1617, 7o andar

04547-000, São Paulo – SP 
 Attn.: Mr. German Pasquale Quiroga
Vilardo
 E-mail: quiroga@novaponto.com.br

 

If to Chalita:

 

Rua Gomes de Carvalho, 1609/1617, 7o andar

04547-000. São Paulo – SP
 Attn.: Mr. Eduardo Khair Chalita
 E-mail:
chalitaeduardo@gmail.com

 

If to the Company:

 

17




 





 

Rua Gomes de Carvalho, 1609/1617, 7th floor

04547-000, São Paulo – SP 
 Attn.: Chief Executive Officer
 Fax: +55 11
4949-[·]

 

If to the Minority Shareholders:

 

Rua Gomes de Carvalho, n° 1609/1617, 7o andar

04547-000, São Paulo – SP
 Attn.: Mr. German Pasquale Quiroga Vilardo

 E-mail: quiroga@novapontocom.com.br

 

11.8.1           
Any notice required pursuant
to the terms of this Agreement may be waived in writing by the Party entitled to
receive such notice.

 

11.9                    
Specific performance. The Shareholders and the
intervening-consenting parties agree that any and all obligations hereunder may
be subject to specific performance, pursuant to the Brazilian Corporations Law
and the Brazilian Code of Civil Procedure.

 

11.10             
Prevalence over the
Bylaws. The provisions of
this Agreement shall prevail over the Shareholders and the Company on any
provisions set out in the bylaws of the Company that otherwise regulates an item
dealt with hereto, and thus said item should be construed and complied with
according to the rules set out in this Agreement. The Shareholders hereby
undertake to amend the Bylaws whenever there is a dispute and to avoid any
amendment that might cause conflict.

 

11.11             
GPA, Via Varejo, Quiroga and
Chalita appoint themselves as representatives for the purposes of §10 of article
118 of the Brazilian Corporations Law. The Minority Shareholders appoint Quiroga
as their representative for the same purpose, as well as for receiving all the
communications, notices and notifications related to this Agreement.

 

11.12             
The Chairman of the General
Meeting and the Chairman of the Board of Directors of the Company and/or of its
Subsidiaries, shall comply with the terms of this Agreement, for all intents and
purposes of article 118 of the Brazilian Corporations Law.

 

11.13             
The Shareholders agree that
any transfer of shares under this Agreement shall be implemented in full
accordance with any applicable laws and regulations against insider
trading.

 

12                              
APPLICABLE LAW AND
ARBITRATION

 

12.1                    
Applicable law. This Agreement shall be governed and construed
pursuant to the laws of the Federative Republic of Brazil.

 

12.2                   
Amicable settlement. Any dispute arising from or related to this
Agreement shall be notified in writing by one party to the other(s), and the
parties shall use their best efforts to settle the dispute on an amicable basis
within fifteen (15) days from the date of receipt of the latter
notification.

 

12.3                    
Arbitration. If an agreement cannot be reached pursuant to
Section 12.2 above, any dispute arising out of or in connection with the
present Agreement, including without limitation, the validity, interpretation,
compliance, implementation, termination or breach 

 

18




 





 

of this Agreement shall be submitted to arbitration in
accordance with the Rules of
 Arbitration of the International
Chamber of Commerce (“ICC Rules”) prevailing as at the date of the
Request for Arbitration. The place of arbitration shall be the City of São
Paulo, State of São Paulo, Brazil.

 

12.4                    
Arbitral tribunal. The arbitral tribunal shall consist of three
(3) arbitrators, of whom one shall be nominated by claimant(s) and one
shall be nominated by respondent(s). The third arbitrator acting as president of
the arbitral tribunal shall be nominated jointly by the two party-appointed
arbitrators within fifteen  (15) days from the confirmation of the second
arbitrator, failing which the ICC shall appoint the president of the arbitral
tribunal pursuant to the ICC Rules.

 

12.5                    
Language. The language of the arbitration shall be Portuguese.
Any party may submit evidence in any other language provided that it is
accompanied by a translation into Portuguese.

 

12.6                    
Jurisdiction. The decision of the arbitral tribunal shall be final
and binding upon the parties and may be enforced in any court of competent
jurisdiction. Each party retains the right to seek judicial assistance notably
(a) to compel arbitration; (b) to obtain interim measures of
protection rights prior to instruction of pending arbitration and any such
action shall not be construed as a waiver of the arbitration proceeding by the
party; or (c) to enforce any decision of the arbitrators including the
final award. If a party seeks judicial assistance, the Courts of São Paulo,
Brazil, shall have jurisdiction.

 

12.7                    
Consolidation of
proceedings Arbitration
proceedings might be consolidated as agreed by the parties or determined by the
ICC pursuant to the ICC Rules.

 

12.8                    
Confidentiality of
arbitration. The Shareholders
and the intervening-consenting parties agree that the arbitration shall be kept
strictly confidential, along with the information thereon (including without any
limitations, the allegations made by the parties thereto, evidence, technical
reports and any other statements given by third parties along with any
documentation submitted or exchanged in the course of the arbitration
proceedings), which shall only be revealed to the arbitral tribunal, the ICC,
the parties, their attorneys, and any person essential to the development of the
arbitration proceedings, except if such disclosure is required so as to satisfy
obligations set out by law or by any competent authorities.

 

IN
WITNESS WHEREOF the
Shareholders sign this Agreement in [seven] ([7]) counterparts of identical
tenor and format, to one sole effect, in the presence of the undersigned
witnesses.

 

São Paulo, [·],
2014.

 

19




 





 



 

Shareholders:

 

 

COMPANHIA
BRASILEIRA DE DISTRIBUIÇÃO

 

 

	
       
	
       
	
       

	
      Name:
	
       
	
      Name:

	
      Title:
	
       
	
      Title:

	
       
	
       
	
       

	
       
	
       
	
       

	
      ECQD PARTICIPAÇÕES
      LTDA.
	
       
	
       

	
       
	
       
	
       

	
       
	
       
	
       

	
       
	
       
	
       

	
      Name:
	
       
	
      Name:

	
      Title:
	
       
	
      Title:

	
       
	
       
	
       

	
       
	
       
	
       

	
      VIA VAREJO
    S.A.
	
       
	
       

	
       
	
       
	
       

	
       
	
       
	
       

	
       
	
       
	
       

	
      Name:
	
       
	
      Name:

	
      Title:
	
       
	
      Title:




 

20




 





 

	GERMAN PASQUALE
      QUIROGA VILARDO
	
       

	
       
	
       

	
       
	
       

	
       
	
       

	
       
	
       

	
       
	
       

	
      EDUARDO KHAIR
      CHALITA
	
       

	
       
	
       

	
       
	
       

	
       
	
       

	
       
	
       

	
       
	
       

	
      DEMETRIUS FERREIRA DA
      SILVA
	
       

	
       
	
       

	
       
	
       

	
       
	
       

	
       
	
       

	
       
	
       

	
      DENI YUKO
    HIGA
	
       

	
       
	
       

	
       
	
       

	
       
	
       

	
       
	
       

	
       
	
       

	
      HILDA LUZIA
      KOZLOWSKI
	
       

	
       
	
       

	
       
	
       

	
       
	
       

	
       
	
       

	
       
	
       

	
      LUCAS CORREIA DOS
      SANTOS
	
       

	
       
	
       

	
       
	
       

	
       
	
       

	 	 	 



 

21




 





 

	
      MARCEL BALDI
      JACOB
	
       

	
       
	
       

	
       
	
       

	
       
	
       

	
       
	
       

	
       
	
       

	
      MARCELO MACHADO
      ESTEVÃO
	
       

	
       
	
       

	
       
	
       

	
       
	
       

	
       
	
       

	
       
	
       

	
      WERNER GERMANO
      DOPHEIDE
	
       

	
       
	
       

	
       
	
       

	
       
	
       

	
       
	
       

	
       
	
       

	
      CINTIA
    MENDONÇA
	
       

	
       
	
       

	
       
	
       

	
       
	
       

	
       
	
       

	
       
	
       

	
      JOSE RICARDO FICHER
      TANCREDI
	
       

	
       
	
       

	
       
	
       

	
       
	
       

	
       
	
       

	
       
	
       

	
      JULIA BARRETO
      RUEFF
	
       

	
       
	
       

	
       
	
       

	
       
	
       




 

22




 





 

	
      LILIAN TIEMI
      TAKADA
	
       

	
       
	
       

	
       
	
       

	
       
	
       

	
       
	
       

	
       
	
       

	
      LUCIANO DE FREITAS
      MANOLIO
	
       

	
       
	
       

	
       
	
       

	
       
	
       

	
       
	
       

	
       
	
       

	
      MARCELO LUIZ PAGOTTO
      RECCO
	
       

	
       
	
       

	
       
	
       

	
       
	
       

	
       
	
       

	
       
	
       

	
      MARCIA
    TEIXEIRA
	
       

	
       
	
       

	
       
	
       

	
       
	
       

	
       
	
       

	
       
	
       

	
      MARCIO VIANNA DE
      MELO
	
       

	
       
	
       

	
       
	
       

	
       
	
       

	
       
	
       

	
       
	
       

	
      REGIS BORGHI
	
       

	
       
	
       

	
       
	
       

	
       
	
       




 

23




 





 

	
      VALERIA DE ALMEIDA
      VALENTIM
	
       

	
       
	
       

	
       
	
       

	
       
	
       

	
       
	
       

	
       
	
       

	
      VICENTE RODRIGUES DE REZENDE
      FILHO
	
       

	
       
	
       

	
       
	
       

	
       
	
       




 

 

Intervening-consenting
parties

 

 

NOVA
PONTOCOM COMÉRCIO ELETRÔNICO S.A.

 

 

	
       
	
       
	
       

	
      Name:
	
       
	
      Name:

	
      Title:
	
       
	
      Title:

	
       
	
       
	
       

	
       
	
       
	
       

	
      Witnesses:
	
       
	
       

	
       
	
       
	
       

	
       
	
       
	
       

	
      1.
	
       
	
       
	
      2. 
	
       

	
      Name:
	
       
	
      Name:

	
      Id. R.G. No.:
	
       
	
      Id. R.G. No.:

	 	 	 	 	 



 

24




 





 

SCHEDULE 4.5 (C)(IV)

 

AGREED FORM OF MANAGEMENT
UNDERTAKING AGREEMENT

 

68




 





 

MANAGEMENT UNDERTAKINGS
AGREEMENT

 

 

GERMAN PASQUALE QUIROGA
VILARDO

 

EDUARDO KHAIR CHALITA

 

NOVA
PONTOCOM COMÉRCIO ELETRÔNICO S.A.

 

BRUXELAS EMPREEENDIMENTOS E
PARTICIPAÇÕES S.A.

 

CNOVA N.V.

 

[·], 2014

 




 





 

MANAGEMENT UNDERTAKINGS
AGREEMENT

 

By
this Management Undertakings Agreement dated as of [•], 2014
(“Agreement”), the parties:

 

(1)                             
GERMAN
QUIROGA PASQUALE VILARDO,
Brazilian, separated, engineer, holder of Identity Card no. 7354705-1 issued by
the IFP, enrolled with the Individual Taxpayers’ Registry of the Ministry of
Finance (“CPF/MF”) under No. 009.943.227-71, resident and domiciled
in the city of São Paulo, state of São Paulo, with office at Rua Gomes de
Carvalho, 1609, 7th floor (“Quiroga”);

 

(2)                             
EDUARDO
KHAIR CHALITA, Brazilian,
divorced, engineer, holder of Identity Card no. 04340487-0 issued by IFP/RJ,
enrolled with the CPF/MF under No. 600.137.107-53, resident and domiciled
in the city of São Paulo, state of São Paulo, with office at Rua Gomes de
Carvalho, 1609, 7th floor (“Chalita” and, jointly
with Quiroga, the “Executives” and each an
“Executive”);

 

(3)                             
NOVA
PONTOCOM COMÉRCIO ELETRÔNICO S.A.,
a corporation incorporated under the laws of Brazil, enrolled with CNPJ/MF under
No. 09.358.108/0001-25, with head offices in the city of São Paulo, state
of São Paulo, at Rua Gomes de Carvalho, 1609/1617, 7th floor, herein represented pursuant to
its bylaws (hereinafter referred to as “NPC”);

 

(4)                             
BRUXELAS EMPREENDIMENTOS E
PARTICIPAÇÕES S.A., a
corporation incorporated under the laws of Brazil, enrolled with CNPJ/MF under
No. 07.170.932/0001-07, with head offices in the city of São Paulo, state
of São Paulo, at Avenida Brigadeiro Luiz Antonio No. 3172, 2th floor, herein represented pursuant to
its bylaws (hereinafter referred to as “Nova OpCo”);

 

(5)                             
CNOVA
N.V., a company incorporated
under the laws of the Netherlands, with head offices in Professor Dr Dorgelolaan
30D, 5613 AM Eindhoven, Amsterdam herein represented pursuant to its articles of
incorporation (hereinafter referred to as “Cnova”).

 

The
Executives, NPC, Nova OpCo and Cnova are hereinafter jointly referred to as
“Parties”, and each of them is individually and indistinctively referred
to as “Party”.

 

WHEREAS:

 

(A)                           
Under a project of reorganization
of the e-commerce businesses of the Casino Group (“E-Commerce
Restructuring”), on June 30, 2014, NPC approved the contribution of its
operating assets and liabilities into Nova OpCo, its wholly-owned subsidiary at
the time;

 

(B)                           
On [•], CBD, Via Varejo, Quiroga,
Chalita and other shareholders executed the new Shareholders’ Agreement of NPC,
establishing rules to regulate (i) the composition of the management
of NPC, and (ii) restrictions on the disposal of Shares (as defined in the
Shareholders’ Agreement) and on the disposal of Cnova Shares (“Shareholders’
Agreement”);

 

2




 





 

(C)                           
As part of the E-Commerce
Restructuring, Casino Guichard-Perrachon (“CGP”), the ultimate
controlling shareholder of NPC, CBD and Via Varejo, established Cnova to
concentrate under a single holding company the e-commerce businesses of
(i) NPC, which conducts e-commerce business in Brazil, and (ii) CGP,
including CDiscount and CDiscount International BV, each wholly-owned by Casino
Entreprise and which conduct e-commerce business in France and
abroad;

 

(D)                           
On July [•], 2014, with the
completion of the E-Commerce Restructuring, Nova OpCo has become directly and
wholly-owned by Cnova, therefore CBD, Via Varejo, Quiroga and Chalita jointly
have become indirect holders of 53,5% of the total capital of Cnova;

 

NOW,
THEREFORE, THE PARTIES AGREE
to enter into this Agreement, which shall be governed by the following terms and
conditions:

 

1                                     
DEFINITIONS AND
INTERPRETATION

 

1.1                           
Definitions. The capitalized terms below, when used in this
Agreement, as well as their plural or singular, male or female form, shall have
the following meanings:

 

“Affiliate” means any company that directly or
indirectly, through one or more intermediaries, controls, or is controlled by,
or is under common control with a Party. It is further included in the concept
of “Affiliate”, the officers, employees, consultants, agents or proxies of an
Affiliate or Party, as the case may be.

 

“CBD” means Companhia Brasileira de
Distribuição.

 

“CGP” means Casino
Guichard-Perrachon.

 

“Chalita” means Eduardo Khair
Chalita.

 

“Cnova” means Cnova N.V.

 

“Competitor” has the meaning set forth in
Section Error!
Reference source not found.(i).

 

“Confidential Information” has the meaning set
forth in Section 5.1.1.

 

“Confidentiality Obligation” has the meaning set
forth in Section 5.1.

 

“E-Commerce Restructuring” has the meaning set
forth in Recital (A)

 

“E-Commerce” means the non-presential sales in
any of its forms, including media such as internet websites, mobile
applications, telesales, as operated by Nova OpCo.

 

“Executives” means, collectively, Quiroga and
Chalita.

 

“Executives/Minority Shareholders’ Voting
Agreement” means the Voting Agreement among Quiroga, Chalita and other
minority shareholders of the Company dated [•].

 

“ICC Rules” has the meaning set forth in
Section 11.3.

 

“ICC” means the International Chamber of
Commerce.

 

3




 





 

“Nova OpCo” means Bruxelas Empreendimentos e
Participações S.A..

 

“NPC” means Nova Pontocom Comércio Eletrônico
S.A.

 

“Operational Agreement” means the Operational
Agreement among the Company, Via Varejo and CBD dated October 17, 2013, as
amended.

 

“Quiroga” means German Quiroga Pasquale
Vilardo.

 

“Shareholders’ Agreement” means the definition
set forth in Recital (A).

 

“Subsidiaries” means the companies (or other
forms of organization) in which the Parties, jointly or individually, may have
an interest, at any time, directly or indirectly.

 

“Via Varejo” means Via Varejo S.A.

 

“Willful Misconduct” means any intentional or
wanton conscious act or omission as constitutes, in effect, a willful,
intentional, conscious, reckless and utter disregard of any provision of this
Agreement or of applicable law.

 

1.2                           
Interpretation. In this Agreement, except to the extent that the
context requires otherwise:

 

1.2.1                 
Any reference to the sections
and appendices shall be deemed a reference to sections of this
Agreement;

 

1.2.2                 
Headings used in this
Agreement are inserted for convenience only and shall be ignored in construing
this Agreement;

 

1.2.3                 
Reference to a “person” shall
be deemed to include any natural person, corporation, company, consortium, joint
venture, funds, governmental authority, or other incorporated or unincorporated
entity or association, and unless the context otherwise requires, the singular
shall be deemed to include the plural and vice versa;

 

1.2.4                 
The words “include” and
“including” are to be construed without limitation;

 

1.2.5                 
A reference to a “day” means
a calendar day according to the civil calendar; a reference to “a month” means
any period of thirty (30) consecutive days; and a reference to “a year” means a
calendar year according to the civil calendar.

 

2                                     
PURPOSE
OF THE AGREEMENT

 

This Agreement establishes the terms, conditions and
additional obligations that must be observed by each Executive in being part of
the management of NPC, Nova OpCo and/or Cnova and in becoming indirect
shareholders of Cnova.

 

3                                     
NON
COMPETE

 

3.1                           
Throughout the entire period
in which they hold offices in the administration of NPC, Nova OpCo and/or Cnova
or enjoy directly or indirectly (including through ownership of shares of NPC)
beneficial ownership of shares issued by Cnova, and for a period of twelve (12)
months as from the later of (i) the date which the Executive leaves or is
dismissed from the management of NPC, Nova OpCo and/or Cnova, regardless of the
reason or cause, or (ii) the date of the effective transfer of the direct
or indirect beneficial 

 

4




 





 

ownership of all shares issued by Cnova beneficially
owned by the Executive, as applicable, each Executive shall not perform, whether
directly or indirectly, including through its respective agents, relatives or
companies directly or indirectly controlled by him or under common control, any
of the following activities in Brazil and any other country where Cnova and its
Subsidiaries have activities:

 

(i)                                  
directly or indirectly, for
remuneration or not: (a) compete with Nova OpCo and/or Cnova or any of
their Affiliates and Subsidiaries or join any association with any competitor of
NPC, Nova OpCo and/or Cnova or any of their Affiliates and Subsidiaries
(“Competitor”); or (b) be an employee, officer, member or otherwise
provide services to any Competitor; and/or

 

(ii)                               
directly or indirectly
participate, acquire equity interest or interest, or otherwise be linked, in any
way, in any role (other than the consumer), to any Competitor who, directly or
indirectly, exploits any part of the business operated by NPC, Nova OpCo and/or
Cnova or any of their Affiliates and Subsidiaries.

 

4                                     
NON
SOLICIT

 

4.1                           
Throughout the entire period
in which they hold offices in the administration of NPC, Nova OpCo and/or Cnova
or enjoy directly or indirectly (including through ownership of shares of NPC)
beneficial ownership of shares issued by Cnova, and for a period of twelve (12)
months as from the later of (i) the date which the Executive leaves or is
dismissed from the management of NPC, Nova OpCo and/or Cnova, regardless of the
reason or cause, or (ii) the date of the effective transfer of direct or
indirect beneficial ownership of all shares issued by Cnova beneficially owned
by the Executive, as applicable, each Executive shall not perform, whether
directly or indirectly, including through its respective agents, relatives or
companies directly or indirectly controlled by him or under common control, any
of the following activities in Brazil and any other country where Cnova and its
Subsidiaries have activities:

 

(i)                                  
directly or indirectly,
individually or on behalf of third parties for remuneration or not:
(a) request, assist or induce any customer to (a.i) purchase or sell
products or services to or from, or otherwise use the services of a Competitor,
(a.ii) enter into any agreement or do business with any Competitor (a.iii)
terminate or in any way impair their relationship with CBD, Via Varejo, NPC,
Nova OpCo and/or Cnova or their respective Affiliates, except the acts related
to its management in NPC, Nova OpCo and/or Cnova, (a.iv) not start a
relationship with CBD, Via Varejo, NPC, Nova OpCo and/or Cnova or their
respective Affiliates, (a.v) buy or sell products or to negotiate or in any way
contract services from any Competitor, or (b) assist or help any other
entity with the aim of approaching customers in relation to the previous cases;
and/or

 

(ii)                               
directly or indirectly,
individually or on behalf of third parties for remuneration or not,
(a) solicit, assist or induce any entity associated with CBD, Via Varejo,
NPC, Nova OpCo and/or Cnova or their Affiliates to terminate their association
with CBD, Via Varejo, NPC, Nova OpCo and/or Cnova or their Affiliates, as
applicable, or (b) assist or help any other entity in hiring or
identification for the purpose of recruitment and selection of any entity that
is linked to CBD, Via Varejo, NPC, Nova OpCo and/or Cnova or their Affiliates;
and/or

 

5




 





 

(iii)                            
directly or indirectly
participate, acquire equity interest or interest, or otherwise be linked, in any
way, in any role (other than the consumer), to any Competitor who, directly or
indirectly, exploits any part of the businesses operated by NPC, Nova OpCo
and/or Cnova or any of its Affiliates and Subsidiaries.

 

5                                     
CONFIDENTIALITY

 

5.1                           
The Executives shall maintain
in absolute confidentiality all information mentioned in this Agreement or in
connection with the Shareholders’ Agreement and the Operational Agreement, as
well as all Confidential Information (as defined below) throughout the entire
period in which they hold offices in the administration of NPC, Nova OpCo and/or
Cnova or enjoy beneficial ownership of shares issued by Cnova, and for a period
of two (2) years as from the later of (i) the date which the Executive
leaves or is dismissed from the management of NPC, regardless of reason or
cause, Nova OpCo and/or Cnova or (ii) until the transfer of direct or
indirect beneficial ownership of all shares issued by Cnova beneficially owned
by the Executive, regardless of reason or cause (the “Confidentiality
Obligation”).

 

5.1.1                  
The Confidentiality
Obligation applies to any and all information, documents, data, analysis,
reports of a financial, commercial, accounting, technological, administrative
and legal nature or of any other, furnished by any means whatsoever (physical or
electronic), regardless its express confidentiality, issued by or related to
NPC, Nova OpCo and/or Cnova, any of its subsidiaries or controlled companies or
any of its shareholders. The Confidential Information further includes the
comments made at debates and meetings, as well as balance sheets and trial
balance sheets (except if the disclosure thereof is required pursuant to law or
regulation), formulas, charts, plans, procedures, sketches, blueprints,
photographs, drawings, specifications, client and supplier lists, proposals,
prices or costs, marketing definitions and information, acquired or otherwise
provided by NPC, Nova OpCo and/or Cnova, by any of its subsidiaries or
controlled companies or by any of its shareholders or with its help thereof (the
“Confidential Information”).

 

5.2                           
Exception to the Concept of
Confidential Information.
Confidential Information does not include information that: (i) at the time
of disclosure of such information, already is or becomes, provided that not by
violation of the Confidentiality Obligation or of any other obligation regarding
confidentiality, of the public domain, (ii) the party has received from
third parties, provided that the latter do not violate any Confidentiality
Obligation, (iii) may have to be disclosed as a result of the law, court
and/or the competent authorities order, in a court or administrative proceeding,
provided that such order has not been requested by the party that disclosed it,
with due regard for the provisions set out below, or (iv) is disclosed
within the normal course of business, including, but not limited to,
institutional and/or advertising materials or disclosure of corporate acts, in
compliance with applicable rules and legislation.

 

5.3                           
Disclosure of Confidential
Information. If an Executive
is obliged by law, by regulation or by request of any government authorities to
disclose part or all of the Confidential Information, such Executive shall be
authorized to disclose said Confidential Information, provided that it promptly
notifies NPC, Nova OpCo and Cnova, with enough time to allow them to perform any
measures or appeals that may be appropriate. The 

 

6




 





 

Executive will reveal only such information as legally
required, and shall exert every best effort to obtain confidential treatment to
any Confidential Information that is so revealed. Any notice or communication to
the market regarding the execution of this Agreement and the activities of NPC,
Nova OpCo and/or Cnova shall be jointly approved by the Executives and NPC, Nova
OpCo and/or Cnova, as applicable.

 

6                                     
TRAINING OF
SUCCESSORS

 

Considering the wide experience of the Executives in
business development relating to the corporate purpose of NPC and its
Subsidiaries, they agree, during the term of office and as long as they are
shareholders or managers of NPC, Nova OpCo or Cnova, as applicable, to mentor
and train junior executives who have the conditions to succeed the Executives as
officers of NPC, Nova OpCo, Cnova or any of its Affiliates and
Subsidiaries.

 

7                                     
RULES
FOR BEHAVIOR STANDARDS

 

7.1                           
The Executives shall exercise
the duties inherent to the positions to which they were appointed or hired, as
the case may be, with due regard for the attributes, responsibilities and limits
set by the bylaws of NPC, Nova OpCo and/or Cnova, as applicable, as well as by
the Operational Agreement, the Shareholders’ Agreement and applicable
law.

 

7.1.1                 
Without prejudice to the
legal and statutory obligations and responsibilities, each Executive
undertakes:

 

(i)                               
To serve NPC, Nova OpCo, Cnova
and/or any of its Affiliates and Subsidiaries, and to exert their very best
efforts in the performance of their duties, exclusively so as to promote the
business and interests of NPC, Nova OpCo, Cnova and/or any of its Affiliates and
Subsidiaries, as applicable;

 

(ii)                            
To exercise their attributions
strictly pursuant to the law, always seeking to both preserve and improve the
image and the good relations of NPC, Nova OpCo, Cnova and/or any of its
Affiliates and Subsidiaries with its clients;

 

(iii)                         
To maintain in the most complete
confidentiality, all strategic and/or relevant information, business secrets,
client lists, operating and business methods and such other information as is
related to the activities performed by NPC, Nova OpCo, Cnova and/or any of its
Subsidiaries;

 

(iv)                        
To always act with the care and
diligence that an active and upstanding individual would use in the management
of his/her own business;

 

(v)                           
To take all measures needed to
ensure that the individuals providing services to NPC, Nova OpCo, Cnova and/or
any of its Affiliates and Subsidiaries, employees or not, will be qualified with
regard to their education, training, and professional experience for the
rendering of services designated to them;

 

7




 





 

(vi)                        
To abstain from performing any
action that, in a judgment rendered in good faith: (x) might reasonably be
expected to violate or cause NPC, Nova OpCo, Cnova and/or any of its Affiliates
and Subsidiaries to violate any law, rule, regulations, order, or decree of a
governmental entity, court, or regulatory agency; or (y) might reasonably
be expected to violate or cause NPC, Nova OpCo, Cnova and/or any of its
Affiliates and Subsidiaries to violate in-house regulations regarding the
management and governance of NPC, Nova OpCo, Cnova and/or any of its Affiliates
and Subsidiaries, as applicable, operating policies adopted from time to time by
NPC, Nova OpCo, Cnova and/or any of its Affiliates and Subsidiaries, as
applicable, and communicated to all its officers, or contracts and agreements
entered into by NPC, Nova OpCo, Cnova and/or any of its Affiliates and
Subsidiaries, as applicable, or by Via Varejo, when said documents apply to NPC,
Nova OpCo, Cnova and/or any of its Affiliates and Subsidiaries, as applicable,
and its execution thereof is duly informed to the Executives;

 

(vii)                     
To inform the board of directors
of NPC, Nova OpCo and/or Cnova, as to any and all opportunities for business and
projects that are pertinent to the activities of NPC, Nova OpCo, Cnova and/or
any of its Affiliates and Subsidiaries, as applicable, of which it is aware, as
well as to take such measures as are needed for its implementation, if approved
by the board of directors, depending on the event; and

 

(viii)                  
To conduct all activities
relating to or arising from any service rendered to NPC, Nova OpCo and/or Cnova
in good faith and in compliance with its fiduciary duties, as well as to avoid
any action that might be equivalent to an act of infringement, gross negligence,
or Willful Misconduct.

 

8                                     
RESTRICTION ON OTHER
AGREEMENTS

 

The Executives shall not enter into any agreement
relating to NPC, Nova OpCo and Cnova, including shareholders and voting
shareholders, among themselves and/or with any third party, except for the
provisions of the Shareholders’ Agreement, the Executives/Minority Shareholders’
Voting Agreement and the Operational Agreement and for the agreements entered
into in connection with the E-Commerce Restructuring.

 

9                                     
NOTICES

 

9.1                           
Notices and invoices shall
only be deemed as duly delivered or sent, if delivered in person, sent by
registered mail or fax, to the addresses below:

 

If to the Quiroga:

 

Rua Gomes de Carvalho, 1609/1617, 7th floor

04547-000. São Paulo — SP
 Attn.: Mr. German Pasquale Quiroga Vilardo

 E-mail: quiroga@novapontocom.com.br

 

If to Chalita:

 

8




 





 

Rua Gomes de Carvalho, 1609/1617, 7th floor

04547-000. São Paulo — SP
 Attn.: Mr. Eduardo Khair Chalita
 E-mail:
chalitaeduardo@gmail.com

 

If to NPC:

 

Rua Gomes de Carvalho, 1609/1617, 7th floor
 04547-000. São Paulo — SP
 Attn.:
Chief Executive Officer
 Fax.: +55 (11) 4949-[•]

 

If to Nova OpCo:

 

[•]
 [•]
Attn.: [•]
Fax.: [•]

 

If to Cnova:

 

Professor Dr Dorgelolaan 30D, 5613 AM Eindhoven

Amsterdam, Netherlands
 Attn.: [•]
Fax.: +55 (11) 4949-[•]

 

9.2                           
Such notices delivered in
accordance with Section 9.1 and made by:

 

9.2.1                  
Delivery in person shall be
delivered during the normal business hours, on business days at the addressee’s
head office, and shall be deemed to have been delivered at the time the
notification is received;

 

9.2.2                  
Correspondence with return
receipt request shall be deemed to have been delivered on the date indicated in
the return receipt request, and

 

9.2.3                  
Any fax shall be transmitted
during the normal business hours, on business days at the addressee’s head
office, and shall be deemed to have been delivered at the time of written
confirmation of complete and successful transmission of the fax.

 

10                              
MISCELLANEOUS

 

10.1                    
Specific performance. The specific performance of any obligations
contained herein may be required by the non-defaulting party or the creditor, as
applicable, of such obligation pursuant to the Brazilian Code of Civil
Procedure.

 

10.2                    
Entire
Agreement. Except as
expressly provided for herein, this Agreement contains the entire agreement
between the Parties regarding the subject matter hereof and supersedes any
understandings, commitments, negotiations, agreements, contracts (executed or
not) or representations, oral or written, prior to this document.

 

10.3                    
Exclusion of invalid
Provisions. If any of the
provisions of this Agreement, or any part thereof, is annulled, declared illegal
or deemed invalid or unenforceable for any reason, the validity and
enforceability of the remaining provisions shall not be affected or 

 

9




 





 

impaired in connection with any of the Parties. In case
of any illegality, invalidity or ineffectiveness, the Parties agree to discuss
in good faith the relevant amendments hereto in order to reinstate this
Agreement and preserve and give effect to the original intent of the
parties.

 

10.4                    
Waiver
and amendment

 

10.4.1           
No waiver of any right to any
of the parties arising out of this Agreement shall be effective if it is not
expressly written.

 

10.4.2           
Failure of either Party to
exercise any right it may have herein or in the applicable law or failure to
apply any possible measure, penalty or sanction shall not operate as a waiver or
novation, and shall not, therefore, be construed as a desistance of their
application in case of recurrence. No waiver, termination or discharge of this
Agreement or any of the terms or provisions hereof shall be binding on any of
the Parties, unless confirmed in writing. No waiver by either Party of any term
or provision hereof or any default hereunder shall affect the rights of said
party to enforce thereafter such term or provision or to exercise any legal
right or remedy in the event of any other default, whether similar or
not.

 

10.4.3           
This Agreement may not be
changed or amended except in writing and executed by all Parties.

 

10.5                    
Further
assurances. Each of the
Parties shall use its reasonable efforts to: (i) ensure that any third
party performs such other acts and execute and deliver such other documents as
required to comply with the provisions hereof; and (ii) ensure that the
other Party may require from any third parties all such acts and measures as
required to the compliance with this Agreement.

 

10.6                    
Independent
contractors. Nothing herein
shall create or be construed as creating a partnership or an association of any
kind or as an obligation to any Party of any duty, obligation or liability as to
a partnership, joint venture, agency, fiduciary relationship, membership,
or any other business entity recognized by law for any purpose. Rights,
benefits, liabilities and obligations of the Parties hereunder shall be joint
and not several.

 

10.7                    
Assignment

 

10.7.1           
Neither Party may assign this
Agreement or the rights and obligations arising out of this Agreement, wholly or
in part, without the express prior written consent of the other
Party.

 

10.7.2           
Notwithstanding the
provisions of Section 10.7.1 above, the parties acknowledge and agree that
in the event of any corporate reorganization involving any of the Parties, all
surviving companies succeeding the applicable Party wholly or in part
(regardless of new or existing ones) fully undertake and are subject to all
rights and obligations of the applicable as provided for herein.

 

10.8                    
Irrevocability and
irreversibility. This
Agreement is irrevocably and irreversibly executed by the Parties, binding upon
the Parties, their heirs and successors and permitted assigns in any
way.

 

10




 





 

10.9                    
Anti-corruption
legislation. The Parties
mutually state that they have not performed any act or omission that could
result in a breach of the obligations of Law No. 12,846 of August 1,
2013.

 

11                              
APPLICABLE LAW AND
ARBITRATION

 

11.1                    
Applicable law. This Agreement shall be governed and construed
pursuant to the laws of the Federative Republic of Brazil.

 

11.2                    
Amicable settlement. Any dispute arising from or related to this
Agreement shall be notified in writing by one party to the other(s), and the
parties shall use their best efforts to settle the dispute on an amicable basis
within  fifteen (15) days from the date of receipt of the latter
notification.

 

11.3                    
Arbitration. If an agreement cannot be reached pursuant to
Section 11.2 above, any dispute arising out of or in connection with the
present Agreement, including without limitation, the validity, interpretation,
compliance, implementation, termination or breach of this Agreement shall be
submitted to arbitration in accordance with the Rules of Arbitration of the
International Chamber of Commerce (“ICC Rules”) prevailing as at the date
of the request for such arbitration. The place of arbitration shall be the City
of São Paulo, State of São Paulo, Brazil.

 

11.4                    
Arbitral tribunal. The arbitral tribunal shall consist of three
(3) arbitrators, of whom one shall be nominated by claimant(s) and one
shall be nominated by respondent(s). The third arbitrator acting as president of
the arbitral tribunal shall be nominated jointly by the two party-appointed
arbitrators within 15 (fifteen) days from the confirmation of the second
arbitrator, failing which the ICC shall appoint the president of the arbitral
tribunal pursuant to the ICC Rules.

 

11.5                    
Language. The language of the arbitration shall be Portuguese.
Any party may submit evidence in any other language provided that it is
accompanied by a translation into  Portuguese.

 

11.6                    
Jurisdiction. The decision of the arbitral tribunal shall be final
and binding upon the parties and may be enforced in any court of competent
jurisdiction. Each party retains the right to seek judicial assistance notably
(a) to compel arbitration; (b) to obtain interim measures of
protection rights prior to instruction of pending arbitration and any such
action shall not be construed as a waiver of the arbitration proceeding by the
party; or (c) to enforce any decision of the arbitrators including the
final award. If a party seeks judicial assistance, the Courts of São Paulo,
Brazil, shall have jurisdiction.

 

11.7                    
Consolidation of
proceedings. Arbitration
proceedings might be consolidated as agreed by the parties or determined by the
ICC pursuant to the ICC Rules.

 

11.8                    
Confidentiality of
arbitration. The Parties
agree that the arbitration shall be kept strictly confidential, along with the
information thereon (including without any limitations, the allegations made by
the parties thereto, evidence, technical reports and any other statements given
by third parties along with any documentation submitted or exchanged in the
course of the arbitration proceedings), which shall only be revealed to the
arbitral tribunal, the ICC, the parties, their attorneys, and any person
essential to the development of the arbitration proceedings, except if such
disclosure is required so as to satisfy obligations set out by law or by any
competent authorities.

 

11




 





 

IN
WITNESS WHEREOF, the Parties
hereby execute this Agreement in five (5) counterparts of equal form and
content together with two (2) witnesses.

 

São
Paulo, [·],
2014.

 

 

	
      GERMAN PASQUALE QUIROGA
      VILARDO
	
       

	
       
	
       

	
       
	
       

	
       
	
       

	
       
	
       

	
      EDUARDO KHAIR
      CHALITA
	
       

	
       
	
       

	
       
	
       




 

 

NOVA
PONTOCOM COMÉRCIO ELETRÔNICO S.A.

 

 

	
       
	
       
	
       

	
      Name:
	
       
	
      Name:

	
      Title:
	
       
	
      Title:




 

 

BRUXELAS
EMPREENDIMENTOS E PARTICIPAÇÕES S.A.

 

 

	
       
	
       
	
       

	
      Name:
	
       
	
      Name:

	
      Title:
	
       
	
      Title:




 

12




 





 

CNOVA
N.V.

 

 

	
       
	
       
	
       

	
      Name:
	
       
	
      Name:

	
      Title:
	
       
	
      Title:




 

 

Witnesses:

 

 

	
      1.
	
       
	
       
	
      2.
	
       

	 
	
       
	 

	Name:
	
       
	Name:

	Id. R.G. No.:
	
       
	Id. R.G.
No.:




 

13




 





 

SCHEDULE 4.7 (A)(I)

 

AGREED FORM OF THE ARTICLES OF
ASSOCIATION OF THE VOTING DEPOSITORY

 

69




 





 



 

This
is a translation into English of the official Dutch version of the articles of
association of a foundation under Dutch law. In the event of a conflict between
the English and Dutch texts, the Dutch text shall prevail.

 

ARTICLES OF
ASSOCIATION

 

DEFINITIONS
AND INTERPRETATION

 

Article 1

 

1.1                             
In these articles of
association the following definitions shall apply:

 

	
      90%
    Controlled
	
       
	
      With respect to an   entity:

	
       
	
       
	
       

	
       
	
       
	
      a.                                     
      the direct or indirect
      (whether or not through   one or more Permitted Intermediate Holding
      Companies) ownership by a Founding   Shareholder, individually or jointly
      with one or more other Founding Shareholders,   of at least ninety percent
      (90%) of the shares, memberships, units or   participations issued by that
      entity; and

	
       
	
       
	
       

	
       
	
       
	
      b.                                     
      the right of that/those
        Founding Shareholder(s) to exercise, individually or jointly,
      directly   or indirectly (whether or not through one or more Permitted
      Intermediate   Holding Companies), at least ninety percent (90%) of the
      voting rights in the   general meeting of that entity.

	
       
	
       
	
       

	
      Article
	
       
	
      An article of these   articles of
      association.

	
       
	
       
	
       

	
      Board   of
      Directors
	
       
	
      The Voting Depository’s   board of
      directors.

	
       
	
       
	
       

	
      Brazilian
      Managers
	
       
	
      a.                                     
      Germán Pasquale Quiroga
      Vilardo, a Brazilian   national, born in [place] on   [date];
      and

	
       
	
       
	
       

	
       
	
       
	
      b.                                     
      Eduardo Khair Chalita, a
      Brazilian national,   born in [place] on [date].

	
       
	
       
	
       

	
      Company
	
       
	
      Cnova N.V., a public   company with limited
      liability under Dutch law, having its corporate seat in   Amsterdam
      (address: Professor Dr Dorgelolaan 30D, 5613 AM Eindhoven (the
      Netherlands), trade register number: 60776676).

	
       
	
       
	
       

	
      DCC
	
       
	
      The Dutch Civil Code.

	
       
	
       
	
       

	
      Director
	
       
	
      A member of the Board   of
    Directors.




 

1




 





 

	
      DR
	
       
	
      A depository receipt   issued by the Voting
      Depository for a Special Voting Share held by the Voting
      Depository.

	
       
	
       
	
       

	
      DR   Holder
	
       
	
      The holder of one or   more DRs.

	
       
	
       
	
       

	
      Founders   Share
      Register
	
       
	
      The part of the   Company’s shareholders register
      in which the Company registers the relevant   particulars of Qualifying
      Shareholders.

	
       
	
       
	
       

	
      Founding
      Shareholder
	
       
	
      a.                                     
      Casino,
      Guichard-Perrachon   S.A., a company under French law, having its seat at
      1 Esplanade de France,   42000 Saint-Etienne (France), registered in the
      Registry of Commerce and   Companies under 554 501 171 R.C.S.
      Saint-Etienne;

	
       
	
       
	
       

	
       
	
       
	
      b.                                     
      Companhia Brasileira de
        Distribuição S.A., a company under the laws of Brazil, having its
      headquarters   at Avenida Brigadeiro Luiz Antonio, 3142, in the City and
      State of São Paulo   (Brazil), registered with the CNPJ/MF under number
      47.508.411/0001-56;

	
       
	
       
	
       

	
       
	
       
	
      c.                                      
      Via Varejo S.A., a
      company   under the laws of Brazil, having its headquarters at Rua João
      Pessoa, 83, in   the City of São Caetano do Sul, State of São Paulo
      (Brazil), registered with   the CNPJ/MF under
      number 33.041.260/0652-90;

	
       
	
       
	
       

	
       
	
       
	
      d.                                     
      Almacenes Éxito S.A., a
        company under the laws of Colombia, having its headquarters at Envigado,
        Department of Antioquia (Colombia), registered with the companies
      registry   under number 1998951;

	
       
	
       
	
       

	
       
	
       
	
      e.                                      
      either of the Brazilian
        Managers; or

	
       
	
       
	
       

	
       
	
       
	
      f.                                       
      either of the Other
      Brazilian Managers, but only if and for as long as such Other Brazilian
      Manager indirectly holds his Ordinary Shares
        through the same Permitted Intermediate Holding Companies through which
      the   Brazilian Managers indirectly hold their respective Ordinary
      Shares,

	
       
	
       
	
       

	
       
	
       
	
      or any of the legal   successors of the entities
      listed above under a. through e. acquiring their   respective Qualifying
      Shares and the DRs stapled thereto (or, as the case may   be, their
      respective shares, memberships, units or participations in the   relevant
      Permitted Intermediate Holding Company)




 

2




 





 

	
       
	
       
	
      under universal title   of succession pursuant to
      a legal merger, demerger or equivalent act in   accordance with applicable
      law.

	
       
	
       
	
       

	
      General
      Meeting
	
       
	
      The Company’s general   meeting of
      shareholders.

	
       
	
       
	
       

	
      Group
    Company
	
       
	
      An entity or company   which is organisationally
      connected with another entity or company in an   economic unit within the
      meaning of Section 2:24b DCC.

	
       
	
       
	
       

	
      Initial   Permitted
      
	
       
	
      a.                                     
      Nova;  .

	
      Intermediate   Holding
      
	
       
	
       

	
      Company
	
       
	
      b.                                     
      [Jaïpur   Financial Markets] S.à r.l., a company under the laws of
      Luxembourg,   having its registered office at 15 rue Edward Steichen,
      L-2540 Luxembourg   (Luxembourg), registered with the trade register under
      the number B 186082;   or

	
       
	
       
	
       

	
       
	
       
	
      c.                                      
      [Jaïpur   Financial Markets] B.V., a private company with limited liability
      under   Dutch law, having its corporate seat in Amsterdam
      (address: Schiphol
      Boulevard 231, 1118 BH Schiphol (the Netherlands), trade register number: 60838892)

	
       
	
       
	
       

	
      Nova
	
       
	
      Nova Pontocom   Comércio Eletrônico S.A., a
      company under the laws of Brazil, having its headquarters   in the City
      and State of São Paulo, at Rua Gomes de Carvalho, 1609/1617   (3(o) -
      7(o) andares), registered with the CNPJ/MF under number
      09.358.108/0001-25.

	
       
	
       
	
       

	
      Ordinary
    Share
	
       
	
      An ordinary share in   the Company’s
      capital.

	
       
	
       
	
       

	
      Other   Brazilian
      Managers
	
       
	
      Any shareholder of Nova on the date of first
      execution of the Special   Voting Agreement, other than a Founding
      Shareholder as referred to under a.   through e. of the definition of
      Founding Shareholder.

	
       
	
       
	
       

	
      Permitted   Intermediate
      Holding Company
	
       
	
      Any Initial Permitted   Intermediate Holding
      Company or any of their respective legal successors   acquiring their
      respective Qualifying Shares and the DRs stapled thereto (or,   as the
      case may be, their respective shares, memberships, units or
      participations in another Permitted Intermediate Holding Company) under
      universal title of succession pursuant to a legal merger, demerger or
      equivalent act in accordance with applicable law, and provided that such
      Initial Permitted Intermediate Holding Companies or, as the case may be,
      legal successors are, and only for as long




 

3




 





 

	
       
	
       
	
      as they continue to   be, at least 90%
      Controlled.

	
       
	
       
	
       

	
      Permitted
      Transferee
	
       
	
      A Founding   Shareholder, a Permitted
      Intermediate Holding Company or, in respect of a   Founding Shareholder,
      an entity which is, and only for as long as it   continues to be, at least
      90% Controlled.

	
       
	
       
	
       

	
      Qualifying
      Share
	
       
	
      An Ordinary Share   that is held, and only for as
      long as it continues to be held, by a Founding   Shareholder or other
      Permitted Transferee and is (and continues to be)   registered in the
      Founders Share Register, and furthermore provided that a   Founding
      Shareholder or another Permitted Transferee is (and continues to be)
      exclusively entitled to exercise the voting rights attached to such
      Ordinary   Share.

	
       
	
       
	
       

	
      Qualifying
      Shareholder
	
       
	
      The holder of one or   more Qualifying
      Shares.

	
       
	
       
	
       

	
      Simple
      Majority
	
       
	
      More than half of the   votes
  cast.

	
       
	
       
	
       

	
      Special   Voting
      Agreement
	
       
	
      The agreement entered   into on or about the date
      of incorporation of the Voting Depository between   the Company, the
      Voting Depository, the Founding Shareholders as referred to under a.
      through e. of the   definition of Founding Shareholder and the Initial
      Permitted   Intermediary Holding Companies, setting out certain
      contractual arrangements   concerning the Special Voting Shares, as
      amended from time to time.

	
       
	
       
	
       

	
      Special   Voting
      Share
	
       
	
      A special voting   share in the Company’s
      capital.

	
       
	
       
	
       

	
      Supermajority
	
       
	
      More than sixty-six   and two-thirds of a percent
      (66 2/3%) of the votes cast.

	
       
	
       
	
       

	
      Terms
	
       
	
      The Voting   Depository’s terms and conditions
      established by the Board of Directors, as   amended from time to
      time.

	
       
	
       
	
       

	
      Voting
      Depository
	
       
	
      The foundation to   which these articles of
      association pertain.

	
       
	
       
	
       

	
      Voting
      Instruction
	
       
	
      An instruction to the   Voting Depository by a DR
      Holder on how the Voting Depository should exercise   (or refrain from
      exercising) the Voting Rights attached to the Special Voting
      Share(s) to which the DR(s) of such DR Holder is/are
      stapled.

	
       
	
       
	
       

	
      Voting
    Proxy
	
       
	
      An ad hoc written   power of attorney granted by
      the Voting Depository, with the right of   substitution, to a DR Holder,
      pursuant to which that DR Holder (or his proxy)   can
    exercise




 

4




 





 

	
       
	
       
	
      at a particular   General Meeting, on the Voting
      Depository’s behalf, the Voting Rights   attached to the Special Voting
      Share(s) to which the DR(s) of such   DR Holder is/are
      stapled.

	
       
	
       
	
       

	
      Voting
    Rights
	
       
	
      The voting rights   attached to Special Voting
      Shares held by the Voting Depository.

	
       
	
       
	
       

	
      Unused   Voting
      Rights
	
       
	
      For an individual   resolution to be passed at a
      General Meeting, the Voting Rights attached to   Special Voting Shares for
      which, for whatever reason, no DRs have been   issued, as well as the
      Voting Rights:

	
       
	
       
	
       

	
       
	
       
	
      a.                                     
      in respect of which the
        Voting Depository did not receive (or received but did not accept or
      disregarded pursuant to Article 6.6 paragraph b.) a Voting
      Instruction   from the relevant DR Holder; and

	
       
	
       
	
       

	
       
	
       
	
      b.                                     
      in respect of which the
      Voting Depository did not grant (or granted but subsequently revoked
      pursuant   to Article 6.6 paragraph a.) a Voting Proxy, irrespective
      of whether any   Voting Rights are exercised pursuant to that Voting
      Proxy.




 

1.2                             
The concept of a DR being
“stapled” to a Special Voting Share should be interpreted as that DR having been
issued by the Voting Depository for that Special Voting Share.

 

1.3                             
The concept of a Special
Voting Share being “stapled” to a Qualifying Share should be interpreted as such
Special Voting Share being held by the Voting Depository in order to be able to
issue the DR stapled thereto to the holder of such Qualifying Share.

 

1.4                             
References to a DR being
“stapled” to a Qualifying Share are to the DR stapled to the Special Voting
Share that, in turn, is stapled to such Qualifying Share.

 

1.5                             
References to statutory
provisions are to those provisions as they are in force from time to
time.

 

1.6                             
Terms that are defined in the
singular have a corresponding meaning in the plural.

 

1.7                             
Words denoting a gender
include each other gender.

 

1.8                             
The terms “written” and “in
writing” include the use of electronic means of communication.

 

NAME
AND SEAT

 

Article 2

 

2.1                             
The Voting Depository’s name
is Stichting Cnova Special Voting Shares

 

5




 





 

2.2                             
The Voting Depository has its
corporate seat in Amsterdam.

 

OBJECTS

 

Article 3

 

3.1                             
The Voting Depository’s
objects are:

 

a.                                     
to acquire Special Voting Shares
and to hold and dispose of such Special Voting Shares;

 

b.                                     
to issue DRs for the Special
Voting Shares held by the Voting Depository;

 

c.                                      
to exercise the rights, including
the Voting Rights, which are attached to the Special Voting Shares held by the
Voting Depository, other than the Unused Voting Rights; and

 

d.                                     
to do anything which, in the
widest sense, is connected with or may be conducive to the matters described
above in this Article 3.1,

 

all with due observance of and in accordance with these
articles of association, the Terms and the Special Voting Agreement.

 

3.2                             
The Voting Depository does
not intend to make profits.

 

DRS
- REGISTER

 

Article 4

 

4.1                             
A DR shall have the same
number as the Special Voting Share to which it is stapled.

 

4.2                             
The Board of Directors shall
keep a register setting out the names, addresses and e-mail addresses of all DR
Holders. The Board of Directors may register these particulars based on the
information included in the Founders Share Register.

 

4.3                             
Without prejudice to the
second sentence of Article 4.2, DR Holders shall provide the Board of
Directors with the necessary particulars, and information concerning any changes
thereto, in a timely fashion. Any information provided to the Board of Directors
pursuant to the previous sentence shall also be provided by the DR Holders to
the Company. Any consequences of a failure to notify such particulars or to
notify the correct particulars shall be borne by the relevant DR
Holder.

 

4.4                             
All notifications and
documents may be sent to DR Holders in respect of their DRs at the addresses and
e-mail addresses set out in the register.

 

6




 





 

DRS
- QUALITY REQUIREMENTS

 

Article 5

 

5.1                             
In accordance with the Terms,
the Voting Depository shall issue, for each Qualifying Share, one DR to the
holder of such Qualifying Share, provided that the Voting Depository holds
sufficient Special Voting Shares in order to issue those DRs.

 

5.2                             
Each DR shall be stapled to
one Special Voting Share held by the Voting Depository and such Special Voting
Share shall be stapled to one Qualifying Share.

 

5.3                             
DRs can only be held
by:

 

a.                                    
a Founding Shareholder or
another Permitted Transferee; or

 

b.                                    
the Company.

 

DRS
- RIGHTS AND OBLIGATIONS

 

Article 6

 

6.1                             
In respect of each General
Meeting, each DR Holder has the right, at all times (unless during a violation
by the DR Holder of any
obligation or requirement under these articles of association and/or the
Terms):

 

a.                                    
to request and receive a
Voting Proxy from the Voting Depository; or

 

b.                                    
to grant a Voting Instruction
to the Voting Depository.

 

6.2                             
The DRs carry no economic
entitlement whatsoever.

 

6.3                             
The DRs are issued with the
Company’s cooperation.

 

6.4                             
Each DR Holder is required to
inform the Voting Depository promptly and in writing, if:

 

a.                                    
he ceases to hold one or more
of his Qualifying Shares;

 

b.                                    
he includes, or causes the
inclusion of, one or more of his Qualifying Shares in a clearing, settlement or
trading system operated by a securities depository in respect of a stock
exchange, irrespective of whether or not the DR Holder concerned remains
(beneficially or otherwise) entitled to the rights attached to the relevant
Ordinary Shares; and/or

 

c.                                     
one or more of his Ordinary
Shares cease to be Qualifying Shares (including as a result of the DR Holder
concerned no longer being a Permitted Transferee).

 

Additionally, if a DR Holder ceases to hold one or more
of his Qualifying Shares as a result of a transfer as described in
Article 7.1 paragraph a., the DR Holder shall inform the Voting Depository
promptly and in writing of the identity of the Permitted Transferee concerned
and (unless it concerns a Founding Shareholder) the reasons why the DR Holder
believes such entity to be a Permitted Transferee.

 

6.5                             
Without prejudice to
Article 6.4, each DR Holder is required to provide to the Voting Depository,
in a prompt and timely fashion, such information and documentation as may be
reasonably required by the Voting
Depository with a view to the application of any 

 

7




 





 

provision of these articles of association
and/or the Terms.

 

6.6                             
If it becomes apparent to the
Voting Depository that a DR Holder has violated any obligation or requirement
under these articles of association and/or the Terms, the Voting Depository
shall promptly notify the DR Holder thereof in writing and:

 

a.                                    
the Voting Depository shall
neither grant any Voting Proxy to, nor accept any Voting Instruction from (or,
as the case may be, disregard any Voting Instruction already given by), that DR
Holder until the relevant obligation or requirement has been complied with by
that DR Holder;

 

b.                                    
the Voting Depository shall
promptly revoke any Voting Proxy already granted to that DR Holder by means of a
written notice to that DR Holder; and

 

c.                                     
the rights of such DR Holder
under Article 15 shall be suspended with immediate effect in the sense
that:

 

(i)                                  
such DR Holder shall no longer
have the right to attend and vote at meetings of DR Holders; and

 

(ii)                               
its DRs shall no longer be taken
into account when determining whether a majority requirement is met in respect
of any resolution of the meeting of DR Holders,

 

until the violation has been remedied to the
satisfaction of the Board of Directors.

 

6.7                             
Article 6.6 is without
prejudice to the Voting Depository’s right to
seek specific performance and/or injunctive relief in respect of the obligations
and requirements under these articles of association and/or the
Terms.

 

DRS
- TRANSFER

 

Article 7

 

7.1                             
DRs cannot be transferred,
except if it concerns:

 

a.                                    
a transfer to or between
Permitted Transferees, provided in each case that the Qualifying Shares to which
those DRs are stapled are also, and simultaneously, transferred to the same
Permitted Transferee to which those DRs are transferred; or

 

b.                                    
a transfer to the
Company.

 

7.2                             
A transfer of a DR in
accordance with Article 7.1 shall require a private or notarial deed to
that effect between the parties concerned and, unless the Voting Depository is a
party to the deed, acknowledgement by the Voting Depository.

 

8




 





 

DRS
- ENCUMBRANCE

 

Article 8

 

DRs
cannot be encumbered with a right of usufruct or a right of pledge.

 

DRS
- CANCELLATION

 

Article 9

 

9.1                             
Without prejudice to Articles
6.6 and 6.7, upon the Voting Depository having become aware of:

 

a.                                     
a DR Holder ceasing to hold
one or more of his Qualifying Shares, other than as a result of a transfer as
described in Article 7.1 paragraph a.;

 

b.                                     
a DR Holder including, or
causing the inclusion of, one or more of his Qualifying Shares in a clearing,
settlement or trading system operated by a securities depository in respect of a
stock exchange, irrespective of whether or not the DR Holder concerned remains
(beneficially or otherwise) entitled to the rights attached to the relevant
Ordinary Shares; or

 

c.                                      
one or more Ordinary Shares
of a DR Holder ceasing to be Qualifying Shares (including as a result of the DR
Holder concerned no longer being a Permitted Transferee),

 

the Board of Directors shall promptly cancel the DRs
stapled to the Qualifying Shares concerned.

 

9.2                             
Article 6.6 paragraphs
a. and b. apply mutatis mutandis in case of cancellation of DRs, but only with
respect to the DRs so cancelled and the Special Voting Shares to which they are
stapled.

 

9.3                             
In case of a cancellation of
one or more DRs, no compensation or consideration shall be paid to the DR Holder
or former DR Holder concerned.

 

9.4                             
A cancellation of DRs
requires a resolution of the Board of Directors to that effect. Upon a
cancellation of DRs, the Board of Directors shall promptly send written notice
thereof to the DR Holder concerned, stating the reasons for the
cancellation.

 

9.5                             
Without prejudice to a DR
Holder’s right to request deregistration of one or more of his Qualifying Shares
from the Founders Share Register in accordance with the relevant provisions of
the Special Voting Agreement (causing, however, a cancellation as referred to in
Article 9.1), a DR Holder may not request the cancellation of any of his
DRs and, for the avoidance of doubt, a cancellation of DRs will neither require
the cooperation, approval or consent, nor the performance of any other act, of
the DR Holder concerned.

 

9




 





 

SPECIAL
VOTING SHARES - TRANSFER AND ENCUMBRANCE

 

Article 10

 

10.1                      
The Voting Depository shall
not dispose of any Special Voting Shares, unless to the Company in accordance
with these articles of association, the Terms and the Special Voting
Agreement.

 

10.2                      
Without prejudice to
Section 3:259 DCC, the Voting Depository shall not encumber any Special
Voting Shares with a right of usufruct or pledge or any similar right under any
jurisdiction.

 

VOTING
ARRANGEMENTS

 

Article 11

 

11.1                      
If and for as long as the
Voting Depository holds one or more Special Voting Shares, the Voting Depository
shall:

 

a.                                     
attend all General Meetings,
provided that it has received one or more Voting Instructions with respect to
such General Meeting; and

 

b.                                     
register for each such
General Meeting in a timely fashion all Special Voting Shares for which Voting
Proxies have been granted or Voting Instructions have been received with respect
to such General Meeting.

 

11.2                      
If the Voting Depository
attends a General Meeting, the Voting Depository shall have no discretion as to
whether, or how, to exercise the Voting Rights.

 

11.3                      
To the extent that the Voting
Depository has received Voting Instructions with respect to one or more
resolutions to be passed at a General Meeting, the Voting Depository shall
exercise the Voting Rights for which those Voting Instructions were received in
accordance with those Voting Instructions, unless to the extent it concerns
Voting Instructions that may not be accepted pursuant to Article 6.6
paragraph a.

 

11.4                      
To the extent that the Voting
Depository has granted Voting Proxies with respect to a General Meeting, the
Voting Depository shall not exercise the Voting Rights for which those Voting
Proxies were granted, unless to the extent it concerns Voting Proxies that have
been revoked pursuant to Article 6.6 paragraph b.

 

11.5                      
If the Voting Depository has
received Voting Instructions and has also granted a Voting Proxy in respect of
Voting Rights attached to the same Special Voting Share(s), the Voting
Depository shall disregard any Voting Instructions it receives in respect of
such Special Voting Share(s).

 

11.6                      
The Voting Depository shall
abstain from exercising the Unused Voting Rights and the Special Voting Shares
to which the Unused Voting Rights are attached shall not be registered for the
relevant General Meeting.

 

10




 





 

BOARD
OF DIRECTORS - COMPOSITION

 

Article 12

 

12.1                      
The Voting Depository has a
Board of Directors consisting of two or more Directors. Both individuals and
legal entities may be a Director.

 

12.2                      
The following persons cannot
be appointed as a Director:

 

a.                                     
directors and supervisory
board members of the Company or any of its Group Companies;

 

b.                                     
a spouse or relative by blood
or marriage up to and including the fourth degree of a person described in
paragraph a.;

 

c.                                      
former directors and former
supervisory board members of the Company or any of its Group
Companies;

 

d.                                     
employees or former employees
of the Company or any of its Group Companies;

 

e.                                      
regular advisors to the
Company or any of its Group Companies (including the expert referred to in
Section 2:393 DCC, or a civil law notary or attorney-at-law engaged by
them);

 

f.                                       
former regular advisors of
the Company as described in paragraph e., but only during the first three years
following the termination of their activities as advisor;

 

g.                                     
directors and employees of
any bank with which the Company maintains a lasting and significant
relationship; and

 

h.                                     
any person who is, in any
other way, not fully independent from the Company and its Group
Companies.

 

12.3                      
The meeting of DR Holders
shall appoint the Directors, with due observance of Article 12.2. The
meeting of DR Holders may also suspend or remove any Director. Any resolution of
the meeting of DR Holders pursuant to this Article 12.3 shall be adopted by
Supermajority.

 

12.4                      
If a Director is suspended
and the meeting of DR Holders does not resolve to dismiss him within three
months from the date of such suspension, the suspension shall lapse. A suspended
Director shall be given the opportunity to account for his actions before being
removed.

 

12.5                      
A Director shall cease to
hold office by operation of law:

 

a.                                     
upon his death or, where it
concerns a legal entity, upon termination of its existence;

 

b.                                     
upon voluntary resignation or
removal by the meeting of DR Holders;

 

c.                                      
upon expiration of the term
for which he was appointed;

 

d.                                     
upon being declared bankrupt,
applying for a suspension of payments, being placed under curatorship or
otherwise losing the disposition over his assets;

 

11




 





 

e.                                      
upon being dismissed by the
court in the manner as set forth in Section 2:298 DCC.

 

Each Director must promptly notify the Company and the
other Directors, if any, when he ceases to hold office on any of the grounds
referred to in this Article 12.5, or so much earlier as he can reasonably
foresee that he will cease to hold office on any of those grounds, in both cases
explaining the reasons for him ceasing to hold office and in the latter case
also giving an estimate of when he expects to cease to hold office.

 

12.6                      
When a Director falls within
the scope of any of the categories referred to in Article 12.2:

 

a.                                     
the last sentence of
Article 12.5 will apply mutatis mutandis; and

 

b.                                     
that Director shall be
obliged to resign with immediate effect, unless he is the sole Director, in
which case his resignation shall take effect as of the moment that the meeting
of DR Holders has appointed a successor as Director in accordance with
Article 12.3.

 

BOARD
OF DIRECTORS - DUTIES, ORGANISATION AND DECISION-MAKING

 

Article 13

 

13.1                      
The Board of Directors is
charged with the management of the Voting Depository, subject to the
restrictions contained in these articles of association.

 

13.2                      
Annually, at least one
meeting of the Board of Directors shall be held as soon as practically possible
after having received the convening notice for the annual General Meeting and
otherwise whenever one or more Directors so request.

 

13.3                      
The Board of Directors shall
convene meetings of the Board of Directors by means of a written notice sent to
all Directors. The notice may be given by any Director and shall include the
agenda for the meeting.

 

13.4                      
All Directors shall be given
at least seven days’ notice for all meetings of the Board of Directors, unless a
shorter notice period is reasonably required under the circumstances at
hand.

 

13.5                      
Where the rules laid
down by these articles of association in relation to the convening of meetings
or the drawing up of agendas have not been complied with, a legally valid
resolution may still be passed by the Board of Directors provided that all
Directors have consented to such resolution being passed.

 

13.6                      
Each Director may cast one
vote at a meeting of the Board of Directors.

 

13.7                      
A Director can be represented
by another Director holding a written proxy for the purpose of the deliberations
and decision-making of the Board of Directors.

 

13.8                      
Resolutions of the Board of
Directors shall be passed, irrespective of whether this occurs at a meeting or
otherwise, by Simple Majority.

 

12




 





 

13.9                      
Invalid votes and blank votes
shall not be counted as votes cast.

 

13.10               
Where there is a tie in any
vote of the Board of Directors, the relevant resolution will not have been
passed.

 

13.11               
Meetings of the Board of
Directors can be held through audio- or video-communication facilities, unless a
Director objects thereto.

 

13.12               
Resolutions of the Board of
Directors may, instead of at a meeting, be passed in writing, provided that all
Directors are familiar with the resolution to be passed and none of them objects
to this decision-making process. Articles 13.6 and 13.10 apply mutatis
mutandis.

 

13.13               
The prior approval of the
Company and the meeting of DR Holders is required for resolutions of the Board
of Directors concerning the following matters:

 

a.                                    
any amendment to these
articles of association and/or the Terms;

 

b.                                    
the entering into of a merger
or demerger by the Voting Depository;

 

c.                                      
the application for the
Voting Depository’s bankruptcy or suspension of payments; and

 

d.                                     
the Voting Depository’s
dissolution.

 

Any resolution of the meeting of DR Holders pursuant to
this Article 13.13 shall be adopted by Supermajority.

 

13.14               
The Directors shall receive
no remuneration for the performance of their tasks and duties as a Director.
However, reasonable expenses incurred by a Director in the performance of his
tasks and duties shall be reimbursed by the Voting Depository.

 

BOARD
OF DIRECTORS - REPRESENTATION

 

Article 14

 

14.1                      
The Board of Directors is
entitled to represent the Company.

 

14.2                      
The power to represent the
Voting Depository also vests in any two Directors acting jointly.

 

14.3                      
The Board of Directors may
not resolve to enter into agreements to acquire, dispose of or encumber
registered property or agreements in which the Voting Depository furnishes a
guarantee, assumes joint and several liability, warrants performance by a third
party or provides security for a debt of a third party.

 

MEETING
OF DR HOLDERS - ORGANISATION AND DECISION-MAKING

 

Article 15

 

15.1                      
The Board of Directors shall
convene a meeting of DR Holders:

 

13




 





 

a.                                     
whenever a resolution of the
meeting of DR Holders is required pursuant to these articles of association, the
Terms and/or the Special Voting Agreement, or otherwise when deemed to be
appropriate; and

 

b.                                     
at the request of one or more
DR Holders.

 

15.2                     
If there no Directors are
holding office, any DR Holder may convene a meeting of DR Holders.

 

15.3                      
Meetings of DR Holders shall
be convened by means of a written notice sent to all DR Holders at the addresses
set forth in the DR Register. The notice shall include the agenda for the
meeting.

 

15.4                      
All DR Holders whose rights
are not suspended pursuant to Article 6.6 paragraph c. shall be given at
least seven days’ notice for all meetings of the DR Holders, unless a shorter
notice period is reasonably required under the circumstances at hand.

 

15.5                      
Where the rules laid
down by these articles of association in relation to the convening of meetings
or the drawing up of agendas have not been complied with, a legally valid
resolution may still be passed by the meeting of DR Holders provided that all DR
Holders whose rights are not suspended pursuant to Article 6.6 paragraph c.
have consented to such resolution being passed.

 

15.6                      
Each DR shall give the right
to cast one vote at a meeting of DR Holders.

 

15.7                      
A DR Holder can be
represented by another person holding a written proxy for the purpose of the
deliberations and decision-making of the meeting of DR Holders.

 

15.8                      
Resolutions of the DR Holders
shall be passed, irrespective of whether this occurs at a meeting or otherwise,
by Simple Majority, unless these articles of association require otherwise. In a
meeting of DR Holders valid resolutions can only be passed if at least forty
percent (40%) of all issued DRs are represented at that meeting. If the quorum
requirement referred to in the previous sentence is not met for a specific
meeting of DR Holders, a second meeting of DR Holders may be convened to discuss
the same topics and pass the same resolutions as were on the agenda for the
original meeting, at which second meeting convened in this manner the quorum
requirement referred to in the second sentence of this Article 15.8 shall
not apply.

 

15.9                      
Invalid votes and blank votes
shall not be counted as votes cast.

 

15.10               
Resolutions of the DR Holders
may, instead of at a meeting, be passed in writing, provided that all DR Holders
whose rights are not suspended pursuant to Article 6.6 paragraph c. are
familiar with the resolution to be passed. Article 15.6 applies mutatis
mutandis.

 

14




 





 

REPORTING
- FINANCIAL YEAR AND FINANCIAL ACCOUNTS

 

Article 16

 

16.1                      
The Voting Depository’s financial
year shall coincide with the calendar year.

 

16.2                      
Annually, within six months
after the end of the Voting Depository’s financial year, the Board of Directors
shall prepare the Voting Depository’s balance sheet and the statement of income
and expenditures. The Board of Directors shall send copies thereof to the
Company.

 

ARTICLES
OF ASSOCIATION AND TERMS

 

Article 17

 

17.1                      
The Board of Directors may
resolve to amend these articles of association and/or the Terms with due
observance of Article 13.13 and this Article 17. Each Director is
authorised to have the deed of amendment executed.

 

17.2                      
Following any amendment to
these articles of association and/or the Terms, the Voting Depository shall send
copies of the revised full text(s) thereof, whether or not by electronic
means, to the DR Holders and to the Company.

 

DISSOLUTION

 

Article 18

 

18.1                      
In the event of the Voting
Depository being dissolved, the liquidation shall be effected by the Directors,
unless the Board of Directors decides otherwise.

 

18.2                      
To the extent possible, these
articles of association and the Terms shall remain in effect during the
liquidation.

 

18.3                      
Any assets remaining after
payment of all of the Voting Depository’s debts shall be transferred to the
Company.

 

18.4                      
After the liquidation has
been completed, the Voting
Depository’s books, records and
other information carriers shall be kept for the period prescribed by law by the
person designated for that purpose in the resolution of the Board of Directors
to dissolve the Voting Depository. Where the Board of Directors has not
designated such a person, the liquidators shall do so.

 

TRANSITIONAL
PROVISION

 

Article 19

 

The
Voting Depository’s first financial year ends on the thirty-first
day of December two thousand and fourteen. This Article 19 will lapse
on the first day of the Voting
Depository’s second financial
year.

 

15




 





 

SCHEDULE 4.7 (A)(II)

 

AGREED FORM OF THE TERMS AND
CONDITIONS OF THE VOTING DEPOSITORY

 

70




 





 

TERMS AND CONDITIONS

 

DEFINITIONS
AND INTERPRETATION

 

Article 1

 

1.1                             
In these Terms the following
definitions shall apply:

 

	
      90%
    Controlled
	
       
	
      With respect to an   entity:

       

      a.                                     
      the direct or indirect
       (whether or not through one or more Permitted Intermediate Holding
      Companies)   ownership by a Founding Shareholder, individually or jointly
      with one or more   other Founding Shareholders, of at least ninety percent
      (90%) of the shares,   memberships, units or participations issued by that
      entity; and

       

      b.                                     
      the right of that/those
        Founding Shareholder(s) to exercise, individually or jointly,
      directly   or indirectly (whether or not through one or more Permitted
      Intermediate   Holding Companies), at least ninety percent (90%) of the
      voting rights in the   general meeting of that entity.

	
       
	
       
	
       

	
      Article
	
       
	
      An article of these   Terms.

	
       
	
       
	
       

	
      Board   of
      Directors
	
       
	
      The Voting   Depository’s board of
      directors.

	
       
	
       
	
       

	
      Brazilian
      Managers
	
       
	
      a.                                     
      Germán Pasquale Quiroga
      Vilardo, a Brazilian   national, born in [place] on   [date];
      and

       

      b.                                     
      Eduardo Khair Chalita, a
      Brazilian national,   born in [place] on [date].

	
       
	
       
	
       

	
      Company
	
       
	
      Cnova N.V., a public   company with limited
      liability under Dutch law, having its corporate seat in   Amsterdam
      (address: Professor Dr Dorgelolaan 30D, 5613 AM Eindhoven (the
      Netherlands), trade register number: 60776676).

	
       
	
       
	
       

	
      DCC
	
       
	
      The Dutch Civil Code.

	
       
	
       
	
       

	
      Director
	
       
	
      A member of the Board   of
    Directors.

	
       
	
       
	
       

	
      DR
	
       
	
      A depository receipt   issued by the Voting
      Depository for a Special Voting Share held by the Voting
      Depository.

	
       
	
       
	
       

	
      DR   Holder
	
       
	
      The holder of one or   more DRs.

	
       
	
       
	
       

	
      Founders   Share
      Register
	
       
	
      The part of the   Company’s shareholders register
      in which 




 

1




 





 

	
       
	
       
	
      the Company registers   the relevant particulars
      of Qualifying Shareholders.

	
       
	
       
	
       

	
      Founding
      Shareholder
	
       
	
      a.                                     
      Casino, Guichard-Perrachon
      S.A., a company   under French law, having its seat at 1 Esplanade de
      France, 42000   Saint-Etienne (France), registered in the Registry of
      Commerce and Companies   under 554 501 171 R.C.S.
Saint-Etienne;

       

      b.                                     
      Companhia Brasileira de
      Distribuição S.A., a   company under the laws of Brazil, having its
      headquarters at Avenida Brigadeiro   Luiz Antonio, 3142, in the City and
      State of São Paulo (Brazil), registered   with the CNPJ/MF under number
      47.508.411/0001-56;

       

      c.                                      
      Via Varejo S.A., a company
      under the laws of   Brazil, having its headquarters at Rua João Pessoa,
      83, in the City of São   Caetano do Sul, State of São Paulo (Brazil),
      registered with the CNPJ/MF   under
      number 33.041.260/0652-90;

       

      d.                                     
      Almacenes Éxito S.A., a
      company under the laws   of Colombia, having its headquarters at Envigado,
      Department of Antioquia   (Colombia), registered with the companies
      registry under number 1998951;

       

      e.                                      
      either of the Brazilian
      Managers; or

       

      f.                                       
      either of the Other
      Brazilian Managers, but   only if and for as long as such Other Brazilian
      Manager indirectly holds his   Ordinary Shares
      through the same   Permitted Intermediate Holding Companies through which
      the Brazilian Managers   indirectly hold their respective Ordinary
      Shares,

       

      or any of the legal   successors of the entities
      listed above under a. through e. acquiring their   respective Qualifying
      Shares and the DRs stapled thereto (or, as the case may   be, their
      respective shares, memberships, units or participations in the   relevant
      Permitted Intermediate Holding Company) under universal title of
      succession pursuant to a legal merger, demerger or equivalent act in
      accordance   with applicable law.

	
       
	
       
	
       

	
      General
      Meeting
	
       
	
      The Company’s general   meeting of
      shareholders.




 

2




 





 

	
      Initial   Permitted
      Intermediate Holding Company
	
       
	
      a.                                     
      Nova;

       

      b.                                     
      [Jaïpur   Financial Markets] S.à r.l., a company under the laws of
      Luxembourg,   having its registered office at 15 rue Edward Steichen,
      L-2540 Luxembourg   (Luxembourg), registered with the trade register under
      the number B 186082;   or

       

      c.                                      
      [Jaïpur   Financial Markets] B.V., a private company with limited liability
       under Dutch law, having its corporate seat in Amsterdam
      (address: Schiphol
      Boulevard 231, 1118 BH Schiphol (the Netherlands), trade register number: 60838892).

	
       
	
       
	
       

	
      Nova
	
       
	
      Nova Pontocom   Comércio Eletrônico S.A., a
      company under the laws of Brazil, having its   headquarters in the City
      and State of São Paulo, at Rua Gomes de Carvalho,   1609/1617 (3° - 7°
      andares), registered with the CNPJ/MF under number
      09.358.108/0001-25.

	
       
	
       
	
       

	
      Ordinary
    Share
	
       
	
      An ordinary share in   the Company’s
      capital.

	
       
	
       
	
       

	
      Other   Brazilian
      Managers
	
       
	
      Any shareholder of Nova on the date of first
      execution of the Special   Voting Agreement, other than a Founding
      Shareholder as referred to under a.   through e. of the definition of
      Founding Shareholder.

	
       
	
       
	
       

	
      Permitted   Intermediate
      Holding Company
	
       
	
      Any Initial Permitted   Intermediate Holding
      Company or any of their respective legal successors   acquiring their
      respective Qualifying Shares and the DRs stapled thereto (or,   as the
      case may be, their respective shares, memberships, units or
      participations in another Permitted Intermediate Holding Company) under
      universal title of succession pursuant to a legal merger, demerger or
      equivalent act in accordance with applicable law, and provided that such
      Initial Permitted Intermediate Holding Companies or, as the case may be,
      legal successors are, and only for as long as they continue to be, at
      least   90% Controlled.

	
       
	
       
	
       

	
      Permitted
      Transferee
	
       
	
      A Founding   Shareholder, a Permitted
      Intermediate Holding Company or, in respect of a   Founding Shareholder,
      an entity which is, and only for as long as it   continues to be, at least
      90% Controlled.

	
       
	
       
	
       

	
      Qualifying
      Share
	
       
	
      An Ordinary Share   that is held, and only for as
      long as it continues to be held, by a Founding   Shareholder or other
      Permitted Transferee and is (and continues to be)   registered
    




 

3




 





 

	
       
	
       
	
      in the Founders Share   Register, and furthermore
      provided that a Founding Shareholder or another   Permitted Transferee is
      (and continues to be) exclusively entitled to   exercise the voting rights
      attached to such Ordinary Share.

	
       
	
       
	
       

	
      Qualifying
      Shareholder
	
       
	
      The holder of one or   more Qualifying
      Shares.

	
       
	
       
	
       

	
      Simple
      Majority
	
       
	
      More than half of the   votes
  cast.

	
       
	
       
	
       

	
      Special   Voting
      Agreement
	
       
	
      The agreement entered   into on or about the date
      of incorporation of the Voting Depository between   the Company, the
      Voting Depository, the Founding Shareholders as referred to under a.
      through e. of the   definition of Founding Shareholder and the Initial
      Permitted   Intermediary Holding Companies, setting out certain
      contractual arrangements   concerning the Special Voting Shares, as
      amended from time to time.

	
       
	
       
	
       

	
      Special   Voting
      Share
	
       
	
      A special voting   share in the Company’s
      capital.

	
       
	
       
	
       

	
      Supermajority
	
       
	
      More than sixty-six   and two-thirds of a percent
      (66 2/3 %) of the   votes
    cast.

	
       
	
       
	
       

	
      Terms
	
       
	
      These terms and   conditions established by the
      Board of Directors.

	
       
	
       
	
       

	
      Trading
Day
	
       
	
      A day on which the   Ordinary Shares (or
      depository receipts or similar rights derived from   Ordinary Shares) can
      be traded on all stock exchanges where they are listed,   including in the
      United States of America and including in any event a day   (other than a
      Saturday or Sunday) on which banks are generally open in the   United
      States of America for the conduct of normal business.

	
       
	
       
	
       

	
      Voting
      Depository
	
       
	
      Stichting Cnova   Special Voting Shares, a
      foundation under Dutch law, having its corporate   seat in Amsterdam
      (address: Professor Dr Dorgelolaan 30D, 5613 AM Eindhoven   (the
      Netherlands), trade register number: [number]).

	
       
	
       
	
       

	
      Voting   Depository
      Articles
	
       
	
      The Voting   Depository’s articles of
      association, as amended from time to time.

	
       
	
       
	
       

	
      Voting
      Instruction
	
       
	
      An instruction to the   Voting Depository by a DR
      Holder on how the Voting Depository should exercise   (or refrain from
      exercising) the Voting Rights attached to the Special Voting
      Share(s) to which the DR(s) of such DR Holder
  




 

4




 





 

	
       
	
       
	
      is/are stapled.

	
       
	
       
	
       

	
      Voting
    Proxy
	
       
	
      An ad hoc written   power of attorney granted by
      the Voting Depository, with the right of substitution,   to a DR Holder,
      pursuant to which that DR Holder (or his proxy) can exercise   at a
      particular General Meeting, on the Voting Depository’s behalf, the
      Voting Rights attached to the Special Voting Share(s) to which the
      DR(s) of such DR Holder is/are stapled.

	
       
	
       
	
       

	
      Voting
    Rights
	
       
	
      The voting rights   attached to Special Voting
      Shares held by the Voting Depository.

	
       
	
       
	
       

	
      Unused   Voting
      Rights
	
       
	
      For an individual   resolution to be passed at a
      General Meeting, the Voting Rights attached to   Special Voting Shares for
      which, for whatever reason, no DRs have been   issued, as well as the
      Voting Rights:

       

      a.                                     
      in respect of which the
      Voting Depository did not receive (or received but did not accept or
      disregarded pursuant to Article 5.7 paragraph b.) a Voting
      Instruction   from the relevant DR Holder; and

       

      b.                                     
      in respect of which the
      Voting Depository did not grant (or granted but subsequently revoked
      pursuant   to Article 5.7 paragraph a.) a Voting Proxy, irrespective
      of whether any   Voting Rights are exercised pursuant to that Voting
      Proxy.




 

1.2                             
The concept of a DR being
“stapled” to a Special Voting Share should be interpreted as that DR having been
issued by the Voting Depository for that Special Voting Share.

 

1.3                             
The concept of a Special
Voting Share being “stapled” to a Qualifying Share should be interpreted as such
Special Voting Share being held by the Voting Depository in order to be able to
issue the DR stapled thereto to the holder of such Qualifying Share.

 

1.4                             
References to a DR being
“stapled” to a Qualifying Share are to the DR stapled to the Special Voting
Share that, in turn, is stapled to such Qualifying Share.

 

1.5                             
References to statutory
provisions are to those provisions as they are in force from time to
time.

 

1.6                             
Terms that are defined in the
singular have a corresponding meaning in the plural.

 

1.7                             
Words denoting a gender
include each other gender.

 

1.8                             
The terms “written” and “in
writing” include the use of electronic means of communication.

 

5




 





 

FOUNDERS
SHARE REGISTER

 

Article 2

 

The
Voting Depository has entered into the Special Voting Agreement pursuant to
which the Voting Depository shall be notified by the Company each time
that:

 

a.                                    
one or more Ordinary Shares
are registered in the Founders Share Register and qualify as Qualifying
Shares;

 

b.                                    
a DR Holder ceases to hold
one or more of his Qualifying Shares, other than as a result of a transfer as
described in Article 6.1 paragraph a.;

 

c.                                     
one or more Ordinary Shares
of a DR Holder cease to be Qualifying Shares (including as a result of the DR
Holder concerned no longer being a Permitted Transferee of the relevant Founding
Shareholder); or

 

d.                                    
any other change is made to
the particulars included in the Founders Share Register.

 

DRS
- REGISTER

 

Article 3

 

3.1                             
A DR shall have the same
number as the Special Voting Share to which it is stapled.

 

3.2                             
The Board of Directors shall
keep a register setting out the names, addresses and e-mail addresses of all DR
Holders. The Board of Directors may register these particulars based on the
information included in the Founders Share Register.

 

3.3                             
Without prejudice to the
second sentence of Article 3.2, DR Holders shall provide the Board of
Directors with the necessary particulars, and information concerning any changes
thereto, in a timely fashion. Any information provided to the Board of Directors
pursuant to the previous sentence shall also be provided by the DR Holders to
the Company. Any consequences of a failure to notify such particulars or to
notify the correct particulars shall be borne by the relevant DR
Holder.

 

3.4                             
All notifications and
documents may be sent to DR Holders in respect of their DRs at the addresses and
e-mail addresses set out in the register.

 

DRS
- QUALITY REQUIREMENTS

 

Article 4

 

4.1                             
Within seven Trading Days
following the receipt of a notification as referred to in Article 2
paragraph a., the Voting Depository shall issue, for each Qualifying Share, one
DR to the holder of such Qualifying Share, provided that the Voting Depository
holds sufficient Special Voting Shares in order to issue those DRs.

 

6




 





 

4.2                             
Each DR shall be stapled to
one Special Voting Share held by the Voting Depository and such Special Voting
Share shall be stapled to one Qualifying Share.

 

4.3                             
DRs can only be held
by:

 

a.                                     
a Founding Shareholder or
another Permitted Transferee; or

 

b.                                     
the Company.

 

DRS
- RIGHTS AND OBLIGATIONS

 

Article 5

 

5.1                             
In respect of each General
Meeting, each DR Holder has the right, at all times (unless during a violation
by the DR Holder of any
obligation or requirement under the Voting Depository Articles and/or these
Terms):

 

a.                                     
to request and receive a
Voting Proxy from the Voting Depository; or

 

b.                                     
to grant a Voting Instruction
to the Voting Depository.

 

5.2                             
The DRs carry no economic
entitlement whatsoever. Pursuant to the Special Voting Agreement, the Voting
Depository shall waive any rights it may have, whether actual or contingent, in
respect of receiving distributions or other payments on Special Voting Shares
held by it.

 

5.3                             
The DRs are issued with the
Company’s cooperation.

 

5.4                             
Each DR Holder is required to
inform the Voting Depository promptly and in writing, if:

 

a.                                     
he ceases to hold one or more
of his Qualifying Shares;

 

b.                                     
he includes, or causes the
inclusion of, one or more of his Qualifying Shares in a clearing, settlement or
trading system operated by a securities depository in respect of a stock
exchange, irrespective of whether or not the DR Holder concerned remains
(beneficially or otherwise) entitled to the rights attached to the relevant
Ordinary Shares; and/or

 

c.                                      
one or more of his Ordinary
Shares cease to be Qualifying Shares (including as a result of the DR Holder
concerned no longer being a Permitted Transferee).

 

Additionally, if a DR Holder ceases to hold one or more
of his Qualifying Shares as a result of a transfer as described in
Article 6.1 paragraph a., the DR Holder shall inform the Voting Depository
promptly and in writing of the identity of the Permitted Transferee concerned
and (unless it concerns a Founding Shareholder) the reasons why the DR Holder
believes such entity to be a Permitted Transferee.

 

5.5                             
Without prejudice to
Article 5.4 each DR Holder is required to provide to the Voting Depository,
in a prompt and timely fashion, such information and documentation as may be
reasonably required by the Voting
Depository with a view to the application of any provision of the Voting
Depository Articles and/or these Terms.

 

7




 





 

5.6                             
By accepting the
DR(s) issued or transferred to it, each DR Holder irrevocably authorizes
and instructs the Voting Depository and the Company, acting individually, to
perform all such acts either of them deems necessary, required or conducive in
connection with the implementation and operation of these Terms (including any
issue or transfer of DRs in connection therewith), which power of attorney is
granted with the right of
substitution. The Voting
Depository and the Company may act as a counterparty of a DR Holder under the
power of attorney granted pursuant to this Article 5.6.

 

5.7                             
If it becomes apparent to the
Voting Depository that a DR Holder has violated any obligation or requirement
under the Voting Depository Articles and/or the Terms, the Voting Depository
shall promptly notify the DR Holder thereof in writing and:

 

a.                                     
the Voting Depository shall
neither grant any Voting Proxy to, nor accept any Voting Instruction from (or,
as the case may be, disregard any Voting Instruction already given by), that DR
Holder until the relevant obligation or requirement has been complied with by
that DR Holder;

 

b.                                     
the Voting Depository shall
promptly revoke any Voting Proxy already granted to that DR Holder by means of a
written notice to that DR Holder; and

 

c.                                      
the rights of such DR Holder
under article 15 of the Voting Depository Articles shall be suspended with
immediate effect in the sense that:

 

(i)                                     
such DR Holder shall no longer
have the right to attend and vote at meetings of DR Holders; and

 

(ii)                                  
its DRs shall no longer be taken
into account when determining whether a majority requirement is met in respect
of any resolution of the meeting of DR Holders,

 

until the violation has been remedied to the
satisfaction of the Board of Directors.

 

5.8                             
Article 5.7 is without
prejudice to the Voting Depository’s right to
seek specific performance and/or injunctive relief in respect of the obligations
and requirements under the Voting Depository Articles and/or these
Terms.

 

DRS
- TRANSFER

 

Article 6

 

6.1                             
DRs cannot be transferred,
except if it concerns:

 

a.                                     
a transfer to or between
Permitted Transferees, provided in each case that the Qualifying Shares to which
those DRs are stapled are also, and simultaneously, transferred to the same
Permitted Transferee to which those DRs are transferred; or

 

8




 





 

b.                                     
a transfer to the
Company

 

6.2                             
A transfer of a DR in
accordance with Article 6.1 shall require a private or notarial deed to
that effect between the parties concerned and, unless the Voting Depository is a
party to the deed, acknowledgement by the Voting Depository.

 

DRS
- ENCUMBRANCE

 

Article 7

 

DRs cannot be encumbered with a right of
usufruct or a right of pledge.

 

DRS
- CANCELLATION

 

Article 8

 

8.1                             
Without prejudice to Articles
5.7 and 5.8, upon the Voting Depository having become aware of:

 

a.                                     
a DR Holder ceasing to hold
one or more of his Qualifying Shares, other than as a result of a transfer as
described in Article 6.1 paragraph a.;

 

b.                                     
a DR Holder including, or
causing the inclusion of, one or more of his Qualifying Shares in a clearing,
settlement or trading system operated by a securities depository in respect of a
stock exchange, irrespective of whether or not the DR Holder concerned remains
(beneficially or otherwise) entitled to the rights attached to the relevant
Ordinary Shares; or

 

c.                                      
one or more Ordinary Shares
of a DR Holder ceasing to be Qualifying Shares (including as a result of the DR
Holder concerned no longer being a Permitted Transferee),

 

the Board of Directors shall promptly cancel the DRs
stapled to the Qualifying Shares concerned.

 

8.2                             
Upon receipt of:

 

a.                                     
a request as referred to in
article 29.2 of the Special Voting Agreement; or

 

b.                                     
a copy of a resolution as
referred to in article 29.3 of the Special Voting Agreement,

 

the Board of Directors shall promptly cancel all
DRs.

 

8.3                             
Article 5.7 paragraphs
a. and b. apply mutatis mutandis in case of cancellation of DRs, but only with
respect to the DRs so cancelled and the Special Voting Shares to which they are
stapled.

 

8.4                             
In case of a cancellation of
one or more DRs, no compensation or consideration shall be paid to the DR Holder
or former DR Holder concerned.

 

9




 





 

8.5                             
A cancellation of DRs
requires a resolution of the Board of Directors to that effect. Upon a
cancellation of DRs, the Board of Directors shall promptly send written notice
thereof to the DR Holder concerned, stating the reasons for the
cancellation.

 

8.6                             
Without prejudice to a DR
Holder’s right to request deregistration of one or more of his Qualifying Shares
from the Founders Share Register in accordance with the relevant provisions of
the Special Voting Agreement (causing, however, a cancellation as referred to in
Article 8.1), a DR Holder may not request the cancellation of any of his
DRs and, for the avoidance of doubt, a cancellation of DRs will neither require
the cooperation, approval or consent, nor the performance of any other act, of
the DR Holder concerned.

 

VOTING
ARRANGEMENTS

 

Article 9

 

9.1                             
If and for as long as the
Voting Depository holds one or more Special Voting Shares, the Voting Depository
shall:

 

a.                                     
attend all General Meetings,
provided that it has received one or more Voting Instructions with respect to
such General Meeting; and

 

b.                                     
register for each such
General Meeting in a timely fashion all Special Voting Shares for which Voting
Proxies have been granted or Voting Instructions have been received with respect
to such General Meeting.

 

9.2                            
If the Voting Depository
attends a General Meeting, the Voting Depository shall have no discretion as to
whether, or how, to exercise the Voting Rights.

 

9.3                             
To the extent that the Voting
Depository has received Voting Instructions with respect to one or more
resolutions to be passed at a General Meeting, the Voting Depository shall
exercise the Voting Rights for which those Voting Instructions were received in
accordance with those Voting Instructions, unless to the extent it concerns
Voting Instructions that may not be accepted pursuant to Article 5.7
paragraph a.

 

9.4                             
To the extent that the Voting
Depository has granted Voting Proxies with respect to a General Meeting, the
Voting Depository shall not exercise the Voting Rights for which those Voting
Proxies were granted, unless to the extent it concerns Voting Proxies that have
been revoked pursuant to Article 5.7 paragraph b.

 

9.5                             
If the Voting Depository has
received Voting Instructions and has also granted a Voting Proxy in respect of
Voting Rights attached to the same Special Voting Share(s), the Voting
Depository shall disregard any Voting Instructions it receives in respect of
such Special Voting Share(s).

 

9.6                             
The Voting Depository shall
abstain from exercising the Unused Voting Rights and the Special Voting Shares
to which the Unused Voting Rights are attached shall not be registered for the
relevant General Meeting.

 

10




 





 

TERMS

 

Article 10

 

10.1                      
The Board of Directors may
resolve to amend these Terms with due observance of article 13.13 of the Voting
Depository Articles and this Article 10. Each Director is authorised to
have the deed of amendment executed.

 

10.2                      
Following any amendment to
these Terms, the Voting Depository shall send copies of the revised full
text(s) thereof, whether or not by electronic means, to the DR Holders and
to the Company.

 

COSTS

 

Article 11

 

Any
costs and expenses relating to the implementation and operation of these Terms
incurred by the Voting Depository shall be borne by the Voting Depository, or to
the extent that the Voting Depository does not have sufficient funds to bear
such costs and expenses, by the Company.
Each DR Holder shall bear his own costs and expenses
relating to the implementation and operation of these Terms.

 

GOVERNING
LAW AND JURISDICTION

 

Article 12

 

12.1                      
These Terms shall be governed
by and construed in accordance with the laws of the Netherlands.

 

12.2                      
Any dispute arising in
connection with these Terms shall be submitted to the exclusive jurisdiction of
the competent court in Amsterdam.

 

11




 





 

SCHEDULE 4.7 (B)

 

AGREED FORM OF SPECIAL VOTING
AGREEMENT

 

71




 





 

SPECIAL VOTING
AGREEMENT

 

between

 

Cnova N.V.

 

Stichting Cnova Special Voting
Shares

 

Casino, Guichard-Perrachon
S.A.

 

Companhia Brasileira de Distribuição
S.A.

 

Via
Varejo S.A.

 

 Almacenes Éxito
S.A.

 

and

 

the
Brazilian Managers

 

 in the presence and acknowledgement
of

 

 [Jaïpur Financial
Markets] B.V.

 

 [Jaïpur Financial
Markets] S.à r.l.

 

 Nova Pontocom Comércio
Eletrônico S.A.

 



 

Dated [  ]
July 2014

 

1




 





 

Table of Contents

 

	
      1
	
      Definitions and interpretation
	
      6

	
       
	
       
	
       

	
      2
	
      Role, Responsibility and Duties   of the Voting
      Depository
	
      12

	
       
	
       
	
       

	
      3
	
      Founders High Voting Plan -   Participation;
      Acceptance of Terms
	
      13

	
       
	
       
	
       

	
      4
	
      Founders High Voting Plan -   Adherence Permitted
      Transferees
	
      14

	
       
	
       
	
       

	
      5
	
      Founders High Voting Plan -   Registration in
      Founders Share Register
	
      15

	
       
	
       
	
       

	
      6
	
      Issue of Special Voting Shares
	
      16

	
       
	
       
	
       

	
      7
	
      Subscription Price
	
      16

	
       
	
       
	
       

	
      8
	
      Issue of DRs
	
      16

	
       
	
       
	
       

	
      9
	
      Call Option
	
      17

	
       
	
       
	
       

	
      10
	
      Exercise of the Call Option
	
      17

	
       
	
       
	
       

	
      11
	
      Exercise Price
	
      18

	
       
	
       
	
       

	
      12
	
      Issue and Transfer of Special   Votings
      Shares
	
      19

	
       
	
       
	
       

	
      13
	
      Return of Special Voting Shares   and Power of
      Attorney
	
      20

	
       
	
       
	
       

	
      14
	
      Undertaking to increase   authorized share
      capital
	
      20

	
       
	
       
	
       

	
      15
	
      De-Registration
	
      21

	
       
	
       
	
       

	
      16
	
      No Transfer or Encumbrance
	
      22

	
       
	
       
	
       

	
      17
	
      Exercise of Voting Rights
	
      22

	
       
	
       
	
       

	
      18
	
      Waiver of Dividend Rights;   Operating Expenses
      Voting Depository
	
      23

	
       
	
       
	
       

	
      19
	
      Access to Information
	
      23

	
       
	
       
	
       

	
      20
	
      Notices
	
      24

	
       
	
       
	
       

	
      21
	
      Further Action; Adjustment of   Share
      Capital
	
      26

	
       
	
       
	
       

	
      22
	
      ANTI-ABUSE RULE
	
      26

	
       
	
       
	
       

	
      23
	
      No Implied Waiver; No Forfeit   of
      Rights
	
      26

	
       
	
       
	
       

	
      24
	
      No Third Party Stipulation
	
      27

	
       
	
       
	
       

	
      25
	
      Amendment
	
      27

	
       
	
       
	
       

	
      26
	
      Invalidity
	
      27

	
       
	
       
	
       

	
      27
	
      No Rescission
	
      27

	
       
	
       
	
       

	
      28
	
      No Transfer, Assignment or
      Encumbrance
	
      28

	
       
	
       
	
       

	
      29
	
      Term and Termination
	
      28




 

2




 





 

	
      30
	
      Governing Law and Jurisdiction
	
      29

	
       
	
       
	
       

	
      Annex   A - Subscription Deed of
      Issue
	
      36

	
       
	
       

	
      Annex   B - Call Option Deed of
      Issue
	
      40

	
       
	
       

	
      Annex   C - Call Option Deed of
      Transfer
	
      45

	
       
	
       

	
      Annex   D - Exercise
Notice
	
      49

	
       
	
       

	
      Annex   E - Voting Depository Articles
      of Association
	
      51

	
       
	
       

	
      Annex   F - Terms and
      Conditions
	
      52

	
       
	
       

	
      Annex   G - Power of
    Attorney
	
      53

	
       
	
       

	
      Annex   H - Acceptance of Terms and
      Conditions and Adherence to Agreement
	
      55

	
       
	
       

	
      Annex   I - De-Registration
      Form
	
      57




 

3




 





 

SPECIAL VOTING
AGREEMENT

 

THIS
AGREEMENT IS MADE ON [ 
] 2014 BETWEEN

 

1.                                    
Cnova
N.V., a public company with
limited liability under Dutch law, having its corporate seat in Amsterdam
(address: Professor Dr Dorgelolaan 30D, 5613 AM Eindhoven (the Netherlands),
trade register number: 60776676) (the “Company”);

 

2.                                    
Stichting Cnova Special Voting
Shares, a foundation under
Dutch law, having its corporate seat in Amsterdam (address: Professor Dr
Dorgelolaan 30D, 5613 AM Eindhoven (the Netherlands), trade register number:
[number]) (the “Voting
Depository”);

 

3.                                    
Casino,
Guichard-Perrachon S.A., a
company under French law, having its seat at 1 Esplanade de France, 42000
Saint-Etienne (France), registered in the Registry of Commerce and Companies
under 554 501 171 R.C.S. Saint-Etienne (“CGP”);

 

4.                                    
Companhia Brasileira de Distribuição
S.A., a company under the
laws of Brazil, having its headquarters at Avenida Brigadeiro Luiz Antonio,
3142, in the City and State of São Paulo (Brazil), registered with the CNPJ/MF
under number 47.508.411/0001-56 (“CBD”);

 

5.                                    
Via
Varejo S.A., a company under
the laws of Brazil, having its headquarters at Rua João Pessoa, 83, in the City
of São Caetano do Sul, State of São Paulo (Brazil), registered with the CNPJ/MF
under number 33.041.260/0652-90 (“VV”);

 

6.                                    
Almacenes Éxito S.A.,
a company under the laws of
Colombia, having its headquarters at Envigado, Department of Antioquia
(Colombia), registered with the companies registry under number 1998951
(“Exito”);

 

7.                                    
Germán
Pasquale Quiroga Vilardo, a
Brazilian national, born in Bolivia on 25 October 1967
(“Quiroga”);

 

8.                                    
Eduardo
Khair Chalita, a Brazilian
national, born in Rio de Janeiro, Brazil on 18 May 1960 (“Chalita”
and together with Quiroga, the “Brazilian Managers”);

 

9.                                    
[Jaïpur
Financial Markets]
B.V., a private company with
limited liability under Dutch law, having its corporate seat in Amsterdam


 

4




 





 

(address: Schiphol Boulevard 231, 1118 BH Schiphol (the
Netherlands), trade register
number: 60838892) (“Dutch HoldCo”);

 

10.                             
[Jaïpur
Financial Markets]
S.à r.l., a company organized
under the laws of Luxembourg, having its registered office at 15 rue Edward
Steichen, L-2540 Luxembourg (Luxembourg), registered with the trade register
under the number B 186082 (“Lux HoldCo”); and

 

11.                             
Nova
Pontocom Comércio Eletrônico S.A.,
a company under the laws of Brazil, having its headquarters in the City and
State of São Paulo, at Rua Gomes de Carvalho, 1609/1617 (3° - 7° andares),
registered with the CNPJ/MF under number 09.358.108/0001-25
(“Nova”).

 

The
Company, the Voting Depository, CGP, CBD, VV, Exito, the Brazilian Managers,
Dutch HoldCo, Lux HoldCo and Nova hereinafter jointly referred to as the
“Parties” and each of them as a “Party”

 

BACKGROUND

 

A.                                  
In connection with the
corporate reorganization of the e-commerce activities carried out by CGP and its
subsidiaries into a new group possibly followed by a listing of the Company, the
Parties have entered into a series of transactions resulting in all shares held
by the respective Founding Shareholders in the capital of both Casino Entreprise
S.A.S. and Nova OpCo being transferred to the Company.

 

B.                                  
The Company aims to implement
a high voting plan, allowing the Founding Shareholders to obtain additional
voting rights in the Company’s general meeting of shareholders (the “Founders
High Voting Plan”).

 

C.                                  
The Founding Shareholders
wish to participate in the Founders High Voting Plan and obtain additional
voting rights in the Company’s general meeting of shareholders.

 

D.                                  
The Voting Depository is
envisaged to have an administrative role in the functioning and maintenance of
the Founders High Voting Plan, as further set out in the Voting Depository’s
articles of association (the “Voting Depository Articles”) and the terms
and conditions established by the board of directors of the Voting Depository
(the “Terms”).

 

5




 





 

E.                                  
The Company, the Voting
Depository and the Founding Shareholders wish to lay down certain of their
rights and obligations in relation to the Founders High Voting Plan in this
agreement, the terms of which the Initial Permitted Intermediate Holding
Companies wish to acknowledge.

 

THE
PARTIES THEREFORE AGREE AS FOLLOWS

 

1                                       
DEFINITIONS AND
INTERPRETATION

 

1.1                             
In this Agreement the following
definitions shall apply:

 

	
      90%
    Controlled
	
       
	
      With respect to an   entity:

       

      a.                                     
      the direct or indirect
       (whether or not through one or more Permitted Intermediate Holding
      Companies)   ownership by a Founding Shareholder, individually or jointly
      with one or more   other Founding Shareholders, of at least ninety percent
      (90%) of the shares,   memberships, units or participations issued by that
      entity; and

       

      b.                                     
      the right of that/those
        Founding Shareholder(s) to exercise, individually or jointly,
      directly   or indirectly (whether or not through one or more Permitted
      Intermediate   Holding Companies), at least ninety percent (90%) of the
      voting rights in the   general meeting of that entity.

	
       
	
       
	
       

	
      95%   Ordinary
      Shareholder
	
       
	
      A shareholder who, alone   or together with its
      group companies within the meaning of Section 2:24b   of the Dutch
      Civil Code, holds at least ninety-five percent (95%) of the   issued and
      outstanding ordinary shares in the capital of the
Company.

	
       
	
       
	
       

	
      Agreement
	
       
	
      This agreement.




 

6




 





 

	
      Annex
	
       
	
      An annex to this Agreement

	
       
	
       
	
       

	
      Board   of
      Directors
	
       
	
      The Company’s board of
directors.

	
       
	
       
	
       

	
      Call
Option
	
       
	
      The Voting Depository’s right to subscribe for
      Special Voting Shares as   described in Clause 9.

	
       
	
       
	
       

	
      Call   Option Deed of
      Issue
	
       
	
      A deed of issue of Special Voting Shares to the
      Voting Depository,   substantially in accordance with the template
      attached to this Agreement as Annex   B.

	
       
	
       
	
       

	
      Call   Option Deed of
      Transfer
	
       
	
      A deed of transfer of Special Voting Shares to
      the Voting Depository,   substantially in accordance with the template
      attached to this Agreement as Annex   C.

	
       
	
       
	
       

	
      Clause
	
       
	
      A clause of this Agreement.

	
       
	
       
	
       

	
      Company
	
       
	
      Cnova N.V.

	
       
	
       
	
       

	
      Company
      Articles
	
       
	
      The Company’s articles of association, as they
      may read from time to   time.

	
       
	
       
	
       

	
      Deed of
      Adherence
	
       
	
      A deed of adherence from a Permitted Transferee,
      substantially in   accordance with the template attached to this Agreement
      as Annex H.

	
       
	
       
	
       

	
      DR
	
       
	
      A depository receipt   issued by the Voting
      Depository for a Special Voting Share held by the Voting
      Depository.

	
       
	
       
	
       

	
      DR   Holder
	
       
	
      The holder of one or   more DRs.

	
       
	
       
	
       

	
      Exercise
      Notice
	
       
	
      A notice to exercise the Call Option on a
      specific occasion,   substantially in accordance with the template
      attached to this Agreement as Annex   D.

	
       
	
       
	
       

	
      Exercise
    Price
	
       
	
      The aggregate nominal   value to be paid on the
      relevant Special Voting Shares to be issued to the   Voting Depository
      pursuant to an exercise of the Call Option on the relevant
      occasion.

	
       
	
       
	
       

	
      Founders   High Voting
      Plan
	
       
	
      Has the meaning set   out in recital
    B.




 

7




 





 

	
      Founders   Share
      Register
	
       
	
      The part of the   Company’s shareholders register
      in which the Company registers the relevant   particulars of Qualifying
      Shareholders.

	
       
	
       
	
       

	
      Founding
      Shareholder
	
       
	
      a.                                     
      CGP;

       

      b.                                     
      CBD;

       

      c.                                      
      VV;

       

      d.                                     
      Exito;

       

      e.                                      
      either of the Brazilian
      Managers; or

       

      f.                                       
      either of the Other
      Brazilian Managers, but   only if and for as long as such Other Brazilian
      Manager indirectly holds his   Ordinary Shares
      through the same   Permitted Intermediate Holding Companies through which
      the Brazilian Managers   indirectly hold their respective Ordinary
      Shares;

       

      or any of the legal   successors of the entities
      listed above under a. through e. acquiring their   respective Qualifying
      Shares and the DRs stapled thereto (or, as the case may   be, their
      respective shares, memberships, units or participations in the   relevant
      Permitted Intermediate Holding Company) under universal title of
      succession pursuant to a legal merger, demerger or equivalent act in
      accordance   with applicable law.

	
       
	
       
	
       

	
      General
      Meeting
	
       
	
      The Company’s general   meeting of
      shareholders.

	
       
	
       
	
       

	
      Initial   Permitted
      Intermediate Holding Company
	
       
	
      a.                                     
      Nova;

       

      b.                                     
      Lux HoldCo; or

       

      c.                                      
      Dutch
  HoldCo.

	
       
	
       
	
       

	
      IPO
	
       
	
      Means the initial public offering of the
      




 

8




 





 

	
       
	
       
	
      ordinary shares of the Company on the New York
      Stock   Exchange or the NASDAQ Stock Market pursuant to the prospectus
      included in   the registration statement on Form F-1 filed with the
      U.S. Securities   and Exchange Commission on June 4, 2014, as amended
      from time to time,   or any other public offering of the ordinary shares
      of the Company on any   stock exchange.

	
       
	
       
	
       

	
      Issue
    Shares
	
       
	
      Has the meaning set out in Clause
  6.

	
       
	
       
	
       

	
      Maximum
    Number
	
       
	
      The maximum number of   Special Voting Shares
      that can be issued by the Company under the authorized   share capital set
      forth in the Company Articles.

	
       
	
       
	
       

	
      Ordinary
    Share
	
       
	
      An ordinary share in the Company’s
      capital.

	
       
	
       
	
       

	
      Other   Brazilian
      Manager
	
       
	
      Any shareholder of Nova on the date of this
      Agreement, other than CGP,
      CBD, VV, Exito and the   Brazilian Managers.

	
       
	
       
	
       

	
      Party
	
       
	
      A party to this Agreement.

	
       
	
       
	
       

	
      Permitted   Intermediate
      Holding Company
	
       
	
      Any Initial Permitted   Intermediate Holding
      Company or any of their respective legal successors   acquiring their
      respective Qualifying Shares and the DRs stapled thereto (or,   as the
      case may be, their respective shares, memberships, units or
      participations in another Permitted Intermediate Holding Company) under
      universal title of succession pursuant to a legal merger, demerger or
      equivalent act in accordance with applicable law, and provided that such
      Initial Permitted Intermediate Holding Companies or, as the case may be,
      legal successors are, and only for as long as they continue to be, at
      least   90% Controlled.

	
       
	
       
	
       

	
      Permitted
      Transferee
	
       
	
      A Founding   Shareholder, a Permitted
      Intermediate Holding Company or, in respect of a   Founding Shareholder,
      an entity which is, 




 

9




 





 

	
       
	
       
	
      and only for as long   as it continues to be, at
      least 90% Controlled.

	
       
	
       
	
       

	
      Recorded
      Information
	
       
	
      All information and documents, including the
      Company Articles, recorded   or filed with the Dutch trade register
      concerning the Company’s authorised or   issued share capital or the
      nominal value of the Shares.

	
       
	
       
	
       

	
      Qualifying
      Share
	
       
	
      An Ordinary Share   that is held, and only for as
      long as it continues to be held, by a Founding   Shareholder or other
      Permitted Transferee and is (and continues to be)   registered in the
      Founders Share Register, and furthermore provided that a   Founding
      Shareholder or another Permitted Transferee is (and continues to be)
      exclusively entitled to exercise the voting rights attached to such
      Ordinary   Share.

	
       
	
       
	
       

	
      Qualifying
      Shareholder
	
       
	
      The holder of one or   more Qualifying
      Shares.

	
       
	
       
	
       

	
      Simple
      Majority
	
       
	
      More than half of the   votes
  cast.

	
       
	
       
	
       

	
      Share
	
       
	
      Any share, of whichever class, in the Company’s
      capital.

	
       
	
       
	
       

	
      Special   Voting
      Share
	
       
	
      A special voting   share in the Company’s
      capital.

	
       
	
       
	
       

	
      Subscription
      Price
	
       
	
      The aggregate nominal   value of the Issue
      Shares.

	
       
	
       
	
       

	
      Subscription   Deed of
      Issue
	
       
	
      A deed of issue of Special Voting Shares to the
      Voting Depository,   substantially in accordance with the template
      attached to this Agreement as Annex   A.

	
       
	
       
	
       

	
      Supermajority
	
       
	
      More than sixty-six   and two-thirds of a percent
      (66 2/3 %) of the   votes
    cast.

	
       
	
       
	
       

	
      Terms
	
       
	
      The terms and   conditions
      (administratievoorwaarden) of   the Founders High Voting Plan, a
      copy of which are appended hereto as Annex
  F.




 

10




 





 

	
      Trading
Day
	
       
	
      A day on which the   Ordinary Shares (or
      depository receipts or similar rights derived from   Ordinary Shares) can
      be traded on all stock exchanges where they are listed,   including in the
      United States of America and including in any event a day   (other than a
      Saturday or Sunday) on which banks are generally open in the   United
      States of America for the conduct of normal business.

	
       
	
       
	
       

	
      Voting
      Depository
	
       
	
      Stichting Cnova   Special Voting
      Shares.

	
       
	
       
	
       

	
      Voting   Depository
      Articles
	
       
	
      The Voting Depository’s articles of association,
      as amended from time   to time, a current copy of which are appended
      hereto as Annex E.

	
       
	
       
	
       

	
      Voting
      Instruction
	
       
	
      An instruction to the   Voting Depository by a DR
      Holder on how the Voting Depository should exercise   (or refrain from
      exercising) the Voting Rights attached to the Special Voting
      Share(s) to which the DR(s) of such DR Holder is/are
      stapled.

	
       
	
       
	
       

	
      Voting
    Proxy
	
       
	
      An ad hoc written   power of attorney granted by
      the Voting Depository, with the right of   substitution, to a DR Holder,
      pursuant to which that DR Holder (or his proxy)   can exercise at a
      particular General Meeting, on the Voting Depository’s   behalf, the
      Voting Rights attached to the Special Voting Share(s) to   which the
      DR(s) of such DR Holder is/are stapled.

	
       
	
       
	
       

	
      Voting
    Rights
	
       
	
      The voting rights   attached to Special Voting
      Shares held by the Voting Depository.




 

1.2                             
The concept of a DR being
“stapled” to a Special Voting Share should be interpreted as that DR having been
issued by the Voting Depository for that Special Voting Share.

 

1.3                             
The concept of a Special Voting
Share being “stapled” to a Qualifying Share should be interpreted as such
Special Voting Share being held by 

 

11




 





 

the Voting Depository in order to be able to issue the
DR stapled thereto to the holder of such Qualifying Share.

 

1.4                             
References to a DR being
“stapled” to a Qualifying Share are to the DR stapled to the Special Voting
Share that, in turn, is stapled to such Qualifying Share.

 

1.5                             
References to statutory
provisions are to those provisions as they are in force from time to
time.

 

1.6                             
Terms that are defined in the
singular have a corresponding meaning in the plural and vice versa.

 

1.7                             
Words denoting a gender include
each other gender.

 

1.8                             
The terms “written” and “in
writing” include the use of electronic means of communication.

 

1.9                             
Although this Agreement has been
drafted in the English language, this Agreement pertains to Dutch legal
concepts. Any consequence of the use of English words and expressions in this
Agreement under any law other than Dutch law shall be disregarded.

 

1.10                      
The words “include”, “included”
and “including” are used to indicate that the matters listed are not a complete
enumeration of all matters covered.

 

1.11                      
The titles and headings in this
Agreement are for construction purposes as well as for reference. No Party may
derive any rights from such titles and headings.

 

2                                       
ROLE,
RESPONSIBILITY AND DUTIES OF THE VOTING DEPOSITORY

 

2.1                             
The Voting Depository’s role and
responsibility is to acquire, hold and dispose of Special Voting Shares, to
issue DRs for the Special Voting Shares it holds and to exercise the rights
attached to the Special Voting Shares it holds, including the Voting Rights, all
in connection with the Founders High Voting Plan and subject to and in
accordance with the Voting Depository Articles, the Terms and this
Agreement.

 

12




 





 

2.2                             
The Voting Depository shall at
all times comply with the Voting Depository Articles, the Company Articles and
the Terms, and any failure by the Voting Depository to timely perform any of its
obligations thereunder is deemed to constitute a default under this Agreement
unless such default is caused by the Company not timely issuing or transferring,
as the case may be, the required number of Special Voting Shares to the Voting
Depository in accordance with this Agreement.

 

2.3                             
The Voting Depository shall
timely pay its due, payable and undisputed debts to third parties and shall
comply in all material respects with applicable laws, rules and agreements
entered into by the Voting Depository with any third parties. The Voting
Depository shall promptly notify the Company of any dispute the Voting
Depository is involved in and of any threatened claim brought against or made by
the Voting Depository.

 

2.4                             
The Company’s prior approval is
required for resolutions of the Voting Depository’s board of directors
concerning the following matters:

 

a.                                     
any amendment to the Voting
Depository Articles and/or the Terms;

 

b.                                     
the entering into of a merger or
demerger or any other corporate reorganization involving the Voting
Depository;

 

c.                                      
the application for the Voting
Depository’s bankruptcy or suspension of payments; and

 

d.                                     
the Voting Depository’s
dissolution.

 

2.5                             
Any failure by the Voting
Depository to fully and timely perform any of its obligations hereunder will
cause irreparable injury to the Company and the Founding Shareholders for which
damages would not provide an adequate remedy. The Company and each of the
Founding Shareholders is entitled to claim specific performance
(nakoming) in addition to, and not in lieu of, any other rights and
remedies available to the Company and the Founding Shareholders under applicable
law.

 

3                                       
FOUNDERS HIGH VOTING PLAN -
PARTICIPATION; ACCEPTANCE OF TERMS

 

3.1                             
Each of the Founding Shareholders
hereby elects to participate in the Founders High Voting Plan.

 

13




 





 

3.2                             
Each of the Founding Shareholders
and each of the Initial Permitted Intermediate Holding Companies hereby accepts
the Terms and acknowledges the rights, obligations and restrictions under the
Voting Depository Articles and the Terms, including:

 

a.                                     
the suspension by the Voting
Depository of a DR Holder’s rights under Article [15] of the Voting
Depository Articles in case such DR Holder has violated any obligation or
requirement under the Voting Depository Articles and/or the Terms;

 

b.                                     
the revocation by the Voting
Depository of any Voting Proxy granted to, or rejection or disregarding of any
Voting Instruction given by, a DR Holder, in case such DR Holder has violated
any of obligation or requirement under the Voting Depository Articles and/or the
Terms; and

 

c.                                      
the transfer restrictions
applicable to the DRs pursuant Article [6] of the Terms.

 

3.3                             
Each Founding Shareholder and
each Initial Permitted Intermediate Holding Company hereby irrevocably authorizes and instructs the Voting
Depository and the Company, acting individually, to represent
such Founding Shareholder or Initial Permitted Intermediate Holding Company, as
the case may be, and act on its behalf in connection with any act (including an
issuance, allocation, acquisition, transfer and/or cancellation of any DRs)
required under the Terms, which power of attorney is granted with the right of substitution. The Voting Depository and the Company may act as a
counterparty of the Party granting the power of attorney in accordance with this
Clause 3.3.

 

4                                       
FOUNDERS HIGH VOTING PLAN -
ADHERENCE PERMITTED TRANSFEREES

 

4.1                             
No Party shall transfer any DRs
to a Permitted Transferee without such Permitted Transferee having provided the
Company with a validly executed Deed of Adherence whereby such Permitted
Transferee accepts the Terms, confirms its adherence to the relevant obligations
under this Agreement and grants a power of attorney to the Voting Depository and
the Company.

 

4.2                             
For the avoidance of doubt, if an
entity acquires (as legal successor under 

 

14




 





 

universal title of succession) assets of a Founding
Shareholder or Permitted Intermediate Holding Company, such successor Founding
Shareholder or new Permitted Intermediate Holding Company, as the case may be,
shall be bound by this Agreement in all respects in the same way as its legal
predecessor, including, but not limited to, the acceptance of the Terms as
referred to in Clause 3.2 and the power of attorney as referred to in Clause
3.3.

 

5                                       
FOUNDERS HIGH VOTING PLAN -
REGISTRATION IN FOUNDERS SHARE REGISTER

 

5.1                             
The Company shall maintain the
Founders Share Register. The Founders Share Register may (also) be kept in
electronic form.

 

5.2                             
Immediately prior to the
execution of this Agreement, the Company has registered the Ordinary Shares held
by each Founding Shareholder (or its designated Initial Permitted Intermediate
Holding Company, as the case may be) as at the date of this Agreement, in the
Founders Share Register. At the request of a Founding Shareholder or its
Permitted Transferee, the Company shall also register in the Founders Share
Register any Ordinary Shares acquired by such Founding Shareholder (or its
Permitted Transferee) in a share issuance by the Company after the date
hereof.

 

5.3                             
Subject to Clause 5.2, the
Founders Share Register shall include:

 

a.                                     
the names and addresses of the
Founding Shareholders;

 

b.                                     
the number of Qualifying Shares
of each Founding Shareholder (held either directly or indirectly through a
Permitted Intermediate Holding Company); and

 

c.                                      
the names and addresses of any
Permitted Intermediate Holding Company holding Qualifying Shares, as well as the
number of Qualifying Shares held by such Permitted Intermediate Holding
Company.

 

5.4                             
Each Founding Shareholder (and
each Initial Permitted Intermediate Holding Company to the extent that it holds
Qualifying Shares) acknowledges that by virtue of registration of its Ordinary
Shares in the Founders Share Register and for the duration of such registration,
such Qualifying Shares cannot be transferred to any party, except if it
concerns:

 

a.                                      
a transfer to or between
Permitted Transferees, provided in each 

 

15




 





 

case
that the DRs stapled to such Qualifying Shares are also, and simultaneously,
transferred to the same Permitted Transferee to which those Qualifying Shares
are transferred; or

 

b.                                      
a transfer to the
Company.

 

6                                       
ISSUE
OF SPECIAL VOTING SHARES

 

The General Meeting has resolved on [date]
July 2014 to issue at the time of the IPO and subject to the occurrence of
the IPO to the Voting Depository 412,114,952  Special Voting Shares, being
a number equal to the number of Qualifying Shares (the “Issue Shares”) as
at the date of this Agreement, by executing the Subscription Deed of Issue prior
to the IPO, subject to the Subscription Price having been charged against the
Company’s reserves in accordance with Clause 7 or otherwise having been
paid.

 

7                                       
SUBSCRIPTION PRICE

 

The Company shall fund the Subscription Price out of,
and charge the Subscription Price against, the Company’s special capital reserve
and shall discharge the Voting Depository from liability in respect of the
payment of the Subscription Price subject to the Company having sufficient
freely distributable reserves. For purposes of charging the Company’s special
capital reserve in connection with the issue of the Issue Shares pursuant to
Clause 6, the Board of Directors has resolved, subject to the occurrence of the
IPO and execution of deed of issue of the Issue Shares, to (i) reallocate
an amount equal to the Subscription Price from the Company’s share premium
reserve (agioreserve), out of the share premium to be paid on the
ordinary shares in the capital of the Company that will be issued in the IPO, to
the Company’s special capital reserve and subsequently (ii) charge the
corresponding amount from the Company’s special capital reserve for purposes of
paying the Subscription Price.

 

8                                       
ISSUE
OF DRS

 

Upon issuance of the Issue Shares in accordance with
Clause 6, the Voting Depository shall issue for no consideration (om
niet) to each Founding Shareholder (or Initial Permitted Intermediate
Holding Company designated by such Founding Shareholder, as the case may be)


 

16




 





 

(1) one DR for each Qualifying Share registered in
the Founders Share Register in the name of such Founding Shareholder (or Initial
Permitted Intermediate Holding Company, as the case may be), in accordance with
the Voting Depository Articles and the Terms and subject to such Founding
Shareholder (or Initial Permitted Intermediate Holding Company, as the case may
be) having validly executed this Agreement and thereby accepted the
Terms.

 

9                                       
CALL
OPTION

 

9.1                             
On [date]
July 2014 and subject to the execution of a deed of amendment to the
Company Articles prepared by NautaDutilh N.V. and bearing the reference [reference number] (unofficial English
translation bearing the reference [reference
number]), the General Meeting has resolved to grant at the time of the
IPO and subject to the occurrence of the IPO to the Voting Depository for no
consideration (om niet) the continuous and repeatedly exercisable right
to subscribe for or otherwise acquire from the Company, for an indefinite
period, any number of Special Voting Shares up to and including the Maximum
Number, if and when (i) the Company has resolved to increase its capital
and new Ordinary Shares are issued to one or more Founding Shareholders (or
their Permitted Transferees); (ii) such newly issued Ordinary Shares are
Qualifying Shares; and (iii) the Voting Depository needs to issue a
corresponding number of DRs to Qualifying Shareholders in accordance with
Article [4.1] of the Terms.

 

9.2                             
In furtherance of the resolution
referred to in Clause 9.1 and as a consequence of the execution of the deed of
amendment referred to in Clause 9.1, the Company hereby grants effective as of
the time of the IPO and subject to the occurrence of the IPO the Call Option to
the Voting Depository and the Voting Depository hereby accepts the Call Option
from the Company.

 

10                                
EXERCISE OF THE CALL
OPTION

 

10.1                      
The Call Option is continuous in
nature and can be exercised repeatedly on more than one occasion regardless of
previous issuances and transfers of Special Voting Shares to the Voting
Depository pursuant to earlier exercises of the Call Option and regardless of
any subsequent transfers back to the Company and/or cancellation of such Special
Voting Shares by the 

 

17




 





 

Company.

 

10.2                      
The Voting Depository may acquire
the Special Voting Shares pursuant to the Call Option either, at the Company’s
discretion, by subscribing to new to be issued Special Voting Shares or by
acquiring Special Voting Shares from the Company held as treasury stock, in
accordance with Clause 12.

 

10.3                      
The Voting Depository must
exercise the Call Option to acquire such number of Special Voting Shares that
are not already held by the Voting Depository as required to issue a
corresponding number of DRs to Qualifying Shareholders pursuant to the Voting
Depository Articles and the Terms.

 

10.4                      
Only the Voting Depository can
exercise the Call Option. The Call Option is exercised by sending an Exercise
Notice to the Company, specifying the number (not exceeding the Maximum Number)
of Special Voting Shares in respect of which the Call Option is exercised on
that occasion.

 

10.5                      
When exercising the Call Option,
the Voting Depository may rely on the Recorded Information available at that
time in order to establish the Maximum Number. If any part of the Recorded
Information is inaccurate or incomplete at the time of the Voting Depository
exercising the Call Option on the relevant occasion, the Company shall,
immediately after having become aware that the Voting Depository has relied on
inaccurate or incomplete Recorded Information:

 

a.                                     
update and correct the Recorded
Information as appropriate and inform the Voting Depository of the actual
composition of the Company’s authorised and issued share capital at that time,
as well as the actual nominal value of all Shares at that time; and

 

b.                                     
allow the Voting Depository to
adjust the relevant Exercise Notice within two (2) Trading Days after
having informed the Voting Depository as described in paragraph a., before
issuing the relevant number of Special Voting Shares in accordance with Clause
12.

 

11                                
EXERCISE PRICE

 

11.1                      
Subject to Clause 11.3, the
Company shall fund the Exercise Price for the 

 

18




 





 

relevant Special Voting Shares to be issued out of, and
charge the Exercise Price against, the Company’s special capital reserve and
shall discharge the Voting Depository from liability in respect of the payment
of the Exercise Price subject to the Company having sufficient freely
distributable reserves.

 

11.2                      
The Company shall use its
reasonable efforts to maintain the special capital reserve at a sufficient level
to allow for any issue of Special Voting Shares pursuant to this Agreement to be
charged against such reserve.

 

11.3                      
If the level of the special
capital reserve is insufficient to allow the relevant Exercise Price to be fully
charged against it, the Company may require the Voting Depository to pay the
Exercise Price or a part thereof in cash and the Voting Depository shall pay the
relevant amount out of its available funds, use its reasonable efforts to obtain
bank financing or financing from the Company or its subsidiaries in order to be
able to pay the relevant amount to the Company or pay the relevant amount by
other means.

 

12                                
ISSUE
AND TRANSFER OF SPECIAL VOTINGS SHARES

 

Upon an exercise of the Call Option in accordance with
Clause 10 and, in case of an issue of Special Voting Shares, subject to the
relevant Exercise Price having been charged against the Company’s reserves in
accordance with Clause11.1 or otherwise having been paid, the Parties shall
procure that the relevant number of Special Voting Shares are at the Company’s
discretion:

 

a.                                     
issued to the Voting Depository
by executing a Call Option Deed of Issue; and/or

 

b.                                     
transferred to the Voting
Depository by executing a Call Option Deed of Transfer,

 

in each case as soon as possible but ultimately within
five (5) Trading Days after the exercise of the Call Option.

 

19




 





 

13                                
RETURN
OF SPECIAL VOTING SHARES AND POWER OF ATTORNEY

 

13.1                      
The Voting Depository shall,
promptly and in any event within three (3) Trading Days, transfer to the
Company for no consideration (om niet) the Special Voting Shares for
which the corresponding DRs have been cancelled in accordance with the Terms, or
otherwise for which no DRs are issued by the Voting Depository. In deviation of
the previous sentence, the Company and the Voting Depository may, subject to the
restrictions pursuant to applicable law, agree that the Company shall pay a
consideration for any Special Voting Shares so transferred to the Company. For
the avoidance of doubt, the making of any such agreement shall be at the
absolute discretion of both the Company and the Voting Depository.

 

13.2                      
The Voting Depository shall
refrain from exercising any meeting and voting rights attached to the Special
Voting Shares that are to be transferred back to the Company pursuant Clause
13.1. Likewise, and without prejudice to the generality of Clause 18, the Voting
Depository hereby irrevocably waives (doet afstand van) all economic
rights and entitlements whether actual or contingent (if any) attached to any
such Special Voting Shares, including profit rights, rights to distributions,
payments out of any of the Company’s reserves, rights to payments in relation to
capital reductions and payments of liquidation proceeds.

 

13.3                      
The Voting Depository hereby
grants to the Company an irrevocable power of attorney to transfer the Special
Voting Shares in accordance with Clause 13.1. The Company, in its capacity as
attorney under the power of attorney described in this Clause 13.3, may act as
counterparty of the Voting Depository. The power of attorney granted pursuant to
this Clause 13.3 is granted with full power of substitution.

 

14                                
UNDERTAKING TO INCREASE AUTHORIZED
SHARE CAPITAL

 

The Company undertakes to propose to the General
Meeting an amendment of the Company Articles to increase the maximum number of
Special Voting Shares that may be issued under the Company’s authorised share
capital if it appears from the Founders Share Register that in the foreseeable
future, but in any event within the next three months the Company will need to
issue Special Voting Shares in excess of the maximum number of special voting
shares allowed under the Company’s authorized share capital at that
time.

 

20




 





 

15                                
DE-REGISTRATION

 

15.1                      
Any Founding Shareholder or other
Permitted Transferee may at any time request (if such Founding Shareholder or
other Permitted Transferee is a DR Holder itself) or cause any of its Permitted
Intermediate Holding Companies holding DRs to request the Company to be
de-registered from the Founders Share Register for some or all of its Qualifying
Shares by submitting a duly completed de-registration form as attached hereto as
Annex I (a “De-Registration Request”).

 

15.2                      
Upon a DR Holder having submitted
a De-Registration Request, such DR Holder is deemed to have waived its rights to
use its Voting Proxy or to give Voting Instructions in respect of the Special
Voting Shares that are stapled to the relevant Qualifying Shares.

 

15.3                      
Upon receipt of a duly completed
De-Registration Request, the Company shall use its reasonable efforts to ensure
that the Ordinary Shares concerned will be moved to the regular trading system
as soon as reasonably possible by in any event within five (5) Trading Days
of receipt of the De-Registration Request.

 

15.4                      
Upon a cancellation of any DRs by
the Voting Depository in accordance with the Terms in respect of a DR Holder,
the Company shall immediately de-register from the Founders Share Register the
relevant Qualifying Shares held by such DR Holder.

 

15.5                      
If the Company determines (in its
discretion acting reasonably) that a Founding Shareholder or any of its
Permitted Intermediate Holding Companies or has taken any action a principal
purpose of which is to avoid the application of the Terms, the Company may
de-register the Qualifying Shares held by the relevant Founding Shareholder or
Permitted Intermediate Holding Company, as the case may be, from the Founders
Share Register, and cause the Voting Depository to effect a cancellation with
respect to the relevant DRs.

 

15.6                      
Upon de-registration of an
Ordinary Share from the Founders Share Register:

 

a.                                     
such Ordinary Share will no
longer qualify as Qualifying Share;

 

b.                                     
the relevant DR Holder is no
longer entitled to hold the DRs 

 

21




 





 

issued
in respect thereof and the Voting Depository shall promptly cancel such DRs
unilaterally for no compensation in accordance with the Terms; and

 

c.                                      
the Voting Depository may no
longer hold the Special Voting Shares issued in respect thereof and shall return
the corresponding Special Voting Shares to the Company in accordance with Clause
13.

 

16                                
NO
TRANSFER OR ENCUMBRANCE

 

16.1                      
The Voting Depository shall not
directly or indirectly sell, dispose of or transfer any Special Voting Share to
any party other than to the Company, or otherwise grant any right or interest
therein other than issuing DRs.

 

16.2                      
Without prejudice to
Section 3:259 of the Dutch Civil Code, the Voting Depository shall not
directly or indirectly create or permit to exist any pledge, lien, fixed or
floating charge or other encumbrance over any Special Voting Share or any
interest in any Special Voting Share.

 

17                                
EXERCISE OF VOTING
RIGHTS

 

17.1                      
In the pursuit of the objects of
the Voting Depository as specified in the Voting Depository Articles, the Voting
Depository will act independently from the Company and any subsidiaries of the
Company within the meaning of Section 2:24a of the Dutch Civil
Code.

 

17.2                      
The Voting Depository shall
exercise the Voting Rights and the meeting rights attached to the Special Voting
Shares held by it (or, to the extent applicable not exercise those rights) in
accordance with any Voting Instruction, not exercise the Voting Rights and the
meeting rights attached to the Special Voting Shares in respect of which it has
given a Voting Proxy, and generally in accordance with the Voting Depository
Articles and in full compliance with the Voting Depository’s obligations under
the Voting Depository Articles and the Terms.

 

22




 





 

18                                
WAIVER
OF DIVIDEND RIGHTS; OPERATING EXPENSES VOTING DEPOSITORY

 

18.1                      
The Voting Depository hereby
irrevocably waives (doet afstand van) all economic rights and
entitlements whether actual or contingent (if any) attached to the Special
Voting Shares, including profit rights, rights to distributions, payments out of
any of the Company’s reserves, rights to payments in relation to capital
reductions and payments of liquidation proceeds.

 

18.2                      
The Voting Depository shall not
take any steps to cause a distribution or payment to be made on the Special
Voting Shares held by it, except as required to cover the reasonable operating
expenses of the Voting Depository and any costs and expenses relating to the
implementation and service of the Terms and this Agreement.

 

18.3                      
The Company shall cover all
operating and other reasonable expenses of the Voting Depository. Upon receipt
of a reasonably substantiated written request from the Voting Depository to pay
or reimburse certain expenses, the Company shall either pay directly for such
expenses or reimburse the Voting Depository for such expenses, within five
(5) Trading Days following receipt of such written request.

 

19                                
ACCESS
TO INFORMATION

 

19.1                      
The Company shall promptly notify
the Voting Depository (or shall cause the Voting Depository to be notified) each
time that:

 

a.                                     
a DR Holder ceases to hold one or
more of its Qualifying Shares, other than in connection with a transfer of DRs
in accordance with [Article 6.1 paragraph a] of the Terms;

 

b.                                     
one or more Ordinary Shares of a
DR Holder cease to be Qualifying Shares (including as a result of the DR Holder
concerned no longer being 90% Controlled);

 

c.                                      
any other change is made to the
particulars included in the Founders Share Register; or

 

d.                                     
it becomes aware of any other
matters or circumstances that are material to the operation of the Founders High
Voting Plan.

 

19.2                     
Upon request of the Voting
Depository, the Company shall provide the

 

23




 





 

Voting Depository with a copy of the Founders Share
Register and any other information in the Company’s possession in relation to
any Founding Shareholder or Permitted Intermediate Holding Company to the extent
the Voting Depository reasonably needs such information for the proper and
timely performance of its obligations under the Voting Depository Articles, the
Terms and this Agreement.

 

19.3                      
The Voting Depository shall
provide the Company with copies of the Voting Depository Articles and the Terms.
The Voting Depository shall grant the Company access to the DR register
maintained by it, the Voting Depository’s books, records and all other relevant
information at all times in order to enable the Company to verify and monitor
the Voting Depository’s compliance with the Voting Depository Articles, the
Terms and this Agreement.

 

20                                
NOTICES

 

20.1                      
All notices given under this
Agreement shall be given by electronic means or in writing and, in the latter
case, shall be sent by courier service or by registered mail (with a copy of
such notice being sent in advance by e-mail). All such notices shall be
addressed as follows:

 

a.                                     
if to the Company:

Cnova N.V.

 

c/o Board of Directors

 

Professor Dr Dorgelolaan 30D

 

5613 AM Eindhoven, the Netherlands

 

E-mail address: [e-mail]

 

b.                                     
if to the Voting
Depository:

Stichting Cnova Special
Voting Shares

 

c/o Board of Directors

 

Professor Dr Dorgelolaan 30D

 

5613 AM Eindhoven, the Netherlands

 

E-mail address: [e-mail]

 

c.                                      
if to CGP:

 

24




 





 

Casino, Guichard-Perrachon
S.A.

 

c/o Board of Directors

 

1 Esplanade de France,

 

42000 Saint-Etienne, France

 

E-mail address: [e-mail]

 

d.                                     
if to CBD:

Companhia Brasileira de
Distribuição S.A.

 

c/o Board of Directors

 

Avenida Brigadeiro Luiz Antonio, 3142

 

São Paulo, SP 01402-901, Brazil

 

E-mail address: ronaldo.iabrudi@gpabr.com
(with copy to fernando.merino@gpabr.com.br)

 

e.                                     
if to VV:

Via Varejo
S.A.

 

c/o Board of Directors

 

Rua João Pessoa, 83,

 

Centro, São Caetano do Sul, SP 09520-010,
Brazil

 

E-mail address: libano.barroso@viavarejo.com.br
(with copy to andre.rizk@viavarejo.com.br)

 

f.                                      
if to Exito:

Almacenes Éxito
S.A.

 

c/o Board of Directors

 

[address]

 

E-mail address: [e-mail]

 

g.                                      
if to Quiroga:

Mr Germán Pasquale Quiroga
Vilardo

 

Rua Gomes de Carvalho, No. 1609/1617,
3°-7° andares,

 

São Paulo, SP 04547-006, Brazil

 

E-mail address: quiroga@novapontocom.com.br

 

25




 





 

h.                                     
if to Chalita:

Mr Eduardo Khair
Chalita

 

Rua Gomes de Carvalho, No. 1609/1617,
3°-7° andares,

 

São Paulo, SP 04547-006, Brazil

 

E-mail address:
chalitaeduardo@gmail.com

 

21                                
FURTHER
ACTION; ADJUSTMENT OF SHARE CAPITAL

 

21.1                      
If at any time after the
execution of this Agreement any further action is necessary or desirable in
order to implement this Agreement, each Party shall take all such actions as may
reasonably be requested from it by the other Party.

 

21.2                      
The Company and the Voting
Depository shall take all further action that is necessary or desirable to
adjust the number of Special Voting Shares held by the Voting Depository
accordingly to any changes in the Ordinary Share capital of the Company as a
result of a stock split or similar restructuring, and the Voting Depository
shall adjust the number of DRs issued by it accordingly.

 

22                                
ANTI-ABUSE RULE

 

22.1                      
Each Party shall refrain from
performing any act (or omitting to perform any act) which could reasonably be
understood or expected to deviate from the intentions of the Parties concerning
the terms and conditions of the Founders High Voting Plan (as laid down in and
as can reasonably be derived from (i) this Agreement, (ii) the Voting
Depository Articles, (iii) the Terms and (iv) the discussions between
the Parties that led up to the setting up of the Founders High Voting Plan) at
or around the time of this Agreement originally having been entered
into.

 

23                                
NO
IMPLIED WAIVER; NO FORFEIT OF RIGHTS

 

23.1                      
Nothing shall be construed as a
waiver under this Agreement unless a document to that effect has been signed by
the Parties or a notice to that effect has been given.

 

26




 





 

23.2                      
The failure of a Party to
exercise or enforce any right under this Agreement shall not constitute a waiver
of the right to exercise or enforce such right in the future.

 

23.3                      
Where a Party does not exercise
any right under this Agreement (which shall include the granting by a Party to
any other Party of an extension of time in which to perform its obligations
under any provision hereof), this shall not be deemed to constitute a forfeit of
any such rights (rechtsverwerking).

 

24                                
NO
THIRD PARTY STIPULATION

 

This Agreement does not contain any third party
stipulation (derdenbeding) in favour of any person.

 

25                                
AMENDMENT

 

A Supermajority of the DR Holders may resolve (in
writing) to amend this Agreement. Any such amendment will require the prior
written consent of the Company, which shall not be withheld unreasonably. This
Article 25 is without prejudice to Article 29.

 

26                                
INVALIDITY

 

In the event that a provision of this Agreement is null
and void or unenforceable (either in whole or in part):

 

a.                                     
the remainder of this Agreement
shall continue to be effective to the extent that, given this Agreement’s
substance and purpose, such remainder is not inextricably related to the null
and void or unenforceable provision; and

 

b.                                     
the Parties shall make every
effort to reach agreement on a new provision which differs as little as possible
from the null and void or unenforceable provision, taking into account the
substance and purpose of this Agreement.

 

27                                
NO
RESCISSION

 

To the extent permitted by law, the Parties hereby
waive their rights to rescind or nullify, or to demand the rescission,
nullification or 

 

27




 





 

amendment of, this Agreement on any grounds
whatsoever.

 

28                                
NO
TRANSFER, ASSIGNMENT OR ENCUMBRANCE

 

No Party may transfer, assign or encumber its
contractual relationship, any of its rights or any of its obligations under this
Agreement without the prior written consent of the other Party.

 

29                                
TERM
AND TERMINATION

 

29.1                      
This Agreement shall remain in
full force for an indefinite period.

 

29.2                      
A 95% Ordinary Shareholder may
request the Company and the Voting Depository jointly in writing to terminate
the Founders High Voting Plan. In such request the 95% Ordinary Shareholder
shall irrevocably undertake to start squeeze-out proceedings pursuant to
Section 2:92a of the Dutch Civil Code as soon as possible following the
termination of the Founders High Voting Plan. Together with such request, the
95% Ordinary Shareholder shall submit documentation reasonably demonstrating
that the 95% Ordinary Shareholder (alone or jointly with its group companies
within the meaning of Section 2:24b of the Dutch Civil Code) holds at least
95% of the issued and outstanding ordinary shares of the Company.

 

29.3                      
The DR Holders may resolve by
Supermajority in writing to terminate the Founders High Voting Plan. Such
resolution, signed by at least the Supermajority of the DR Holders, shall be
sent to the Voting Depository and the Company.

 

29.4                      
Following receipt of a request as
referred to in Article 29.2 or a copy of a resolution as referred to in
Article 29.3:

 

a.                                     
the Voting Depository shall
unilaterally cancel all DRs without any compensation becoming due to the DR
Holders as a result of such cancellation;

 

b.                                     
the Voting Depository shall
transfer all Special Voting Shares it holds back to the Company in accordance
with Article 13;

 

c.                                      
the Board of Directors shall
propose to the General Meeting an amendment to the Company Articles to abolish
all references to the Special Voting Shares;

 

28




 





 

d.                                     
the Voting Depository shall be
dissolved; and

 

e.                                      
upon completion of steps a.
through d. above, this Agreement will automatically terminate.

 

29.5                      
In case of dissolution of the
Voting Depository for any reason other than pursuant to Article 29.4, the
Voting Depository shall transfer the Special
Voting Shares back to the Company for no consideration (om niet) and the
Parties will seek to implement another appropriate structure similar to the
Founders High Voting Plan.

 

29.6                      
The Voting Depository hereby
grants to the Company an irrevocable power of attorney to transfer the Special
Voting Shares in accordance with Clause 29.5. The Company, in its capacity as
attorney under the power of attorney described in this Clause 29.6, may act as
counterparty of the Voting Depository. The power of attorney granted pursuant to
this Clause 29.6 is granted with full power of substitution.

 

30                                
GOVERNING LAW AND
JURISDICTION

 

30.1                     
This Agreement shall be governed
by and construed in accordance with the laws of the Netherlands.

 

30.2                      
The Parties agree that any
dispute in connection with this Agreement or any agreement resulting therefrom
shall be submitted to the exclusive jurisdiction of the competent court in
Amsterdam.

 

(signature
pages follow)

 

29




 





 

Signature
pages

 

This
Agreement has been entered into on the date stated at the beginning of this
Agreement and may be signed in counterparts, which together shall constitute one
and the same agreement.

 

 

	
       
	
       

	
      Cnova
      N.V.
	
       

	
      Name:
	
       

	
      Title:
	
       

	
      Date:
	
       

	
       
	
       

	
       
	
       

	
       
	
       

	
      Stichting Cnova
      Special Voting Shares
	
       

	
      Name:
	
       

	
      Title:
	
       

	
      Date:
	
       

	
       
	
       

	
       
	
       

	
       
	
       

	
      Casino,
      Guichard-Perrachon S.A.
	
       

	
      Name:
	
       

	
      Title:
	
       

	
      Date:
	
       




 

30




 





 

	
       
	
       

	
      Companhia
      Brasileira de Distribuçào S.A.
	
       

	
      Name:
	
       

	
      Title:
	
       

	
      Date:
	
       

	
       
	
       

	
       
	
       

	
       
	
       

	
      Via Varejo
      S.A.
	
       

	
      Name:
	
       

	
      Title:
	
       

	
      Date:
	
       

	
       
	
       

	
       
	
       

	
       
	
       

	
      Almacenes Éxito
      S.A.
	
       

	
      Name:
	
       

	
      Title:
	
       

	
      Date:
	
       

	
       
	
       

	
       
	
       

	
       
	
       

	
      Germán   Pasquale
      Quiroga Vilardo
	
       

	
      Date:
	
       

	
       
	
       

	
       
	
       

	
       
	
       

	
      Eduardo Khair
      Chalita
	
       

	
      Date:
	
       




 

31




 





 

For
acknowledgement of Clauses 3.2, 3.3, 5.4, 20, 23, 24, 25, 26, 27, 28, 29 and
30:

 

 

	
       
	
       

	
      [Jaïpur   Financial
      Markets]
      B.V.
	
       

	
      Name:
	
       

	
      Title:
	
       

	
      Date:
	
       

	
       
	
       

	
       
	
       

	
       
	
       

	
      [Jaïpur   Financial
      Markets]
      S.à r.l.
	
       

	
      Name:
	
       

	
      Title:
	
       

	
      Date:
	
       

	
       
	
       

	
       
	
       

	
       
	
       

	
      Nova Pontocom
      Comércio Eletrônico S.A.
	
       

	
      Name:
	
       

	
      Title:
	
       

	
      Date:
	
       




 

32




 





 

ANNEX A - SUBSCRIPTION DEED OF
ISSUE

 

DEED
OF ISSUE OF SPECIAL VOTING SHARES

 

THE
UNDERSIGNED

 

1.                                    
Cnova
N.V., a public company with
limited liability under Dutch law, having its corporate seat in Amsterdam
(address: Professor Dr Dorgelolaan 30D, 5613 AM Eindhoven (the Netherlands),
trade register number: 60776676 ) (the “Company”).

 

2.                                    
Stichting Cnova Special Voting
Shares, a Voting Depository
under Dutch law, having its corporate seat in [seat] (address: [address],
trade register number: [number]) (the
“Voting Depository”).

 

RECITALS

 

Subject
to (i) the execution of the Special Voting Agreement and (ii) the
occurrence of the IPO, the General Meeting has resolved to issue 412,114,952
 Special Voting Shares (the “Issue Shares”) to the Voting Depository
pursuant to the execution of this Deed (the “Issue”).

 

NOW
HEREBY AGREE AND DECLARE AS FOLLOWS

 

DEFINITIONS
AND INTERPRETATION

 

Article 1

 

1.1                             
In this Deed the following
definitions shall apply:

 

	
      Deed
	
      This deed of issue.

	
       
	
       

	
      Issue
    Shares
	
      Has the meaning set out in the
    recitals

	
       
	
       

	
      Parties
	
      The parties to this Deed.

	
       
	
       

	
      Special   Voting
      
	
      The special voting agreement entered into
      




 

33




 





 

	
      Agreement
	
      by, inter alia, the Voting Depository and the
      Company, dated [date].

	
       
	
       

	
      Subscription
      Price
	
      €[amount],   being the total nominal
      value of the Issue Shares.




 

1.2                             
Capitalised words and
expressions not defined in this Deed shall have the meanings ascribed to them in
the Special Voting Agreement.

 

1.3                             
Words denoting the singular
shall have a similar meaning when used in the plural and vice
versa.

 

1.4                             
Words denoting one gender
shall include each other gender.

 

1.5                             
No provision of this Deed
shall be interpreted adversely against a Party solely because that Party was
responsible for drafting that particular provision.

 

1.6                             
Although this Deed has been
drafted in the English language, this Deed pertains to Dutch legal concepts. Any
consequence of the use of English words and expressions in this Deed under any
law other than Dutch law shall be disregarded.

 

1.7                             
The words “include”,
“included” and “including” are used to indicate that the matters listed are not
a complete enumeration of all matters covered.

 

1.8                             
The titles and headings in
this Deed are for construction purposes as well as for reference. No Party may
derive any rights from such titles and headings.

 

PRE-EMPTION
RIGHTS

 

Article 2

 

There
are no parties with pre-emption rights in relation to the present issue of the
Issue Shares.

 

SUBSCRIPTION
PRICE

 

Article 3

 

3.1                             
The Issue Shares are issued at
the Subscription Price.

 

3.2                             
The Board of Directors has
resolved that, subject to the execution of this Deed and occurrence of the IPO,
the Subscription Price shall be charged against the Company’s special capital
reserve in its entirety.

 

34




 





 

3.3                             
The Company hereby grants the
Voting Depository a discharge from liability in respect of the payment of the
Subscription Price.

 

ISSUE

 

Article 4

 

In
satisfaction of its obligation to issue the Issue Shares pursuant to the Special
Voting Agreement, the Company hereby issues, under the condition precedent
(opschortende voorwaarde) of the occurrence of and effective as of the
IPO, the Issue Shares to the Voting Depository and the Voting Depository hereby
accepts the Issue Shares from the Company under that same condition
precedent.

 

REGISTER

 

Article 5

 

The
Company shall enter the present issuance of the Issue Shares in its shareholders
register immediately following fulfilment of the condition precedent referred to
in article 4.

 

NO
RECISSION

 

Article 6

 

The
parties exclude every possibility to rescind and dissolve this Deed for any
reason whatsoever.

 

GOVERNING
LAW AND JURISDICTION

 

Article 7

 

7.1                             
This Deed shall be governed
by and construed in accordance with the laws of the Netherlands.

 

7.2                             
The Parties agree that any
dispute in connection with this Deed or
any agreement resulting therefrom shall be submitted to the exclusive
jurisdiction of the competent court in Amsterdam.

 

(signature
page follows)

 

35




 





 

Signature page to a
deed of issue

 

	
       
	
       

	
      Cnova
      N.V.
	
       

	
      Name :
	
       

	
      Title :
	
       

	
      Date :
	
       

	
       
	
       

	
       
	
       

	
       
	
       

	
      Stichting Cnova
      Special Voting Shares
	
       

	
      Name :
	
       

	
      Title :
	
       

	
      Date :
	
       




 

36




 





 

ANNEX B - CALL OPTION DEED OF
ISSUE

 

DEED
OF ISSUE OF SPECIAL VOTING SHARES

 

THE
UNDERSIGNED

 

1.                                    
Cnova
N.V., a public company with
limited liability under Dutch law, having its corporate seat in Amsterdam
(address: Professor Dr Dorgelolaan 30D, 5613 AM Eindhoven (the Netherlands),
trade register number: 60776676 ) (the “Company”).

 

2.                                    
Stichting Cnova Special Voting
Shares, a Voting Depository
under Dutch law, having its corporate seat in [seat] (address: [address],
trade register number: [number]) (the
“Voting Depository”).

 

RECITALS

 

A.                                  
Subject to the execution of
the Special Voting Agreement and occurrence of the IPO, the General Meeting has
resolved to grant to the Voting Depository for no consideration (om niet)
the right to subscribe for a number of Special Voting Shares up to and including
the Maximum Number and subject to the terms and conditions of the Special Voting
Agreement.

 

B.                                  
In furtherance of the
resolution referred to in recital A. and as a consequence of the execution of
the Special Voting Agreement and the occurrence of the IPO on [date]
2014, the Company granted the Call Option to the Voting Depository and the
Voting Depository accepted the Call Option from the Company.

 

C.                                  
On [date],
the Voting Depository sent an Exercise Notice to the Company pursuant to which
the Call Option was exercised with respect to [number] Special Voting Shares.

 

37




 





 

D.                                  
In furtherance of the
exercise of the Call Option by sending the above-mentioned Exercise Notice, the
Parties wish to effect the issuance of [number] of Special Voting Shares (the
“Issue Shares”) pursuant to the execution of this Deed.

 

NOW
HEREBY AGREE AND DECLARE AS FOLLOWS

 

DEFINITIONS
AND INTERPRETATION

 

Article 2

 

2.1                             
In this Deed the following
definitions shall apply:

 

	
      Deed
	
      This deed of issue.

	
       
	
       

	
      Exercise
    Price
	
      €[amount],   being the total nominal
      value of the Issue Shares.

	
       
	
       

	
      Issue
    Shares
	
      Has the meaning set out in recital
    D.

	
       
	
       

	
      Parties
	
      The parties to this Deed.

	
       
	
       

	
      Special   Voting
      Agreement
	
      The special voting agreement entered into by,
      inter alia, the Voting   Depository and the Company, dated [date]
        2014.




 

2.2                             
Capitalised words and
expressions not defined in this Deed shall have the meanings ascribed to them in
the Special Voting Agreement.

 

2.3                             
Words denoting the singular
shall have a similar meaning when used in the plural and vice
versa.

 

2.4                             
Words denoting one gender
shall include each other gender.

 

2.5                             
No provision of this Deed
shall be interpreted adversely against a Party solely because that Party was
responsible for drafting that particular provision.

 

2.6                             
Although this Deed has been
drafted in the English language, this Deed pertains to Dutch legal concepts. Any
consequence of the use of English words and expressions in this Deed under any
law other than Dutch law shall be disregarded.

 

2.7                             
The words “include”,
“included” and “including” are used to indicate that the matters listed are not
a complete enumeration of all matters covered.

 

38




 





 

2.8                             
The titles and headings in
this Deed are for construction purposes as well as for reference. No Party may
derive any rights from such titles and headings.

 

PRE-EMPTION
RIGHTS

 

Article 3

 

There
are no parties with pre-emption rights in relation to the present issue of the
Issue Shares.

 

EXERCISE
PRICE

 

Article 4

 

4.1                             
The Issue Shares are issued
at the Exercise Price.

 

4.2                             
The Board of Directors has
resolved that, subject to the execution of this Deed, the Exercise Price shall
be charged against the Company’s special capital reserve in its
entirety.

 

4.3                             
The Company hereby grants the
Voting Depository a discharge from liability in respect of the payment of the
Exercise Price.

 

ISSUE

 

Article 5

 

In
satisfaction of its obligation to issue the Issue Shares pursuant to the Special
Voting Agreement, the Company hereby issues the Issue Shares to the Voting
Depository and the Voting Depository hereby accepts the Issue Shares from the
Company.

 

REGISTER

 

Article 6

 

The
Company shall enter the present issuance of the Issue Shares in its shareholders
register immediately following the execution of this Deed.

 

39




 





 

NO
RECISSION

 

Article 7

 

The
parties exclude every possibility to rescind and dissolve this Deed for any
reason whatsoever.

 

GOVERNING
LAW AND JURISDICTION

 

Article 8

 

8.1                             
This Deed shall be governed
by and construed in accordance with the laws of the Netherlands.

 

8.2                             
The Parties agree that any
dispute in connection with this Deed or
any agreement resulting therefrom shall be submitted to the exclusive
jurisdiction of the competent court in Amsterdam.

 

(signature
page follows)

 

40




 





 

Signature page to a
deed of issue

 

 

	
       
	
       

	
      Cnova
      N.V.
	
       

	
      Name :
	
       

	
      Title :
	
       

	
      Date :
	
       

	
       
	
       

	
       
	
       

	
       
	
       

	
      Stichting Cnova
      Special Voting Shares
	
       

	
      Name :
	
       

	
      Title :
	
       

	
      Date :
	
       




 

41




 





 

ANNEX C - CALL OPTION DEED OF
TRANSFER

 

DEED
OF TRANSFER OF SPECIAL VOTING SHARES

 

THE
UNDERSIGNED:

 

1.                                    
Cnova
N.V., a public company with
limited liability under Dutch law, having its corporate seat in Amsterdam
(address: Professor Dr Dorgelolaan 30D, 5613 AM Eindhoven (the Netherlands),
trade register number: 60776676 ) (the “Company”).

 

2.                                    
Stichting Cnova Special Voting
Shares, a Voting Depository
under Dutch law, having its corporate seat in [seat] (address: [address],
trade register number: [number]) (the
“Voting Depository”).

 

RECITALS

 

A.                                  
The General Meeting has
resolved, subject to the occurrence of the IPO, to grant to the Voting
Depository for no consideration (om niet) the right to acquire a number
of Special Voting Shares up to and including the Maximum Number and subject to
the terms and conditions of the Special Voting Agreement.

 

B.                                  
In furtherance of the
resolution referred to in recital A. and as a consequence of the execution of
the Special Voting Agreement and the occurrence of the IPO on [date]
2014, the Company granted the Call Option to the Voting Depository and the
Voting Depository accepted the Call Option from the Company.

 

C.                                  
On [date],
the Voting Depository sent an Exercise Notice to the Company pursuant to which
the Call Option was exercised with respect to [number] Special Voting Shares.

 

42




 





 

D.                                  
In furtherance of the
exercise of the Call Option by sending the above-mentioned Exercise Notice, the
Parties wish to effect the transfer of [number] of Special Voting Shares (the
“Transfer Shares”) pursuant to the execution of this Deed.

 

DEFINITIONS
AND INTERPRETATION

 

Article 1

 

1.1                             
In this Deed the following
definitions shall apply:

 

	
      Deed
	
      This deed of transfer.

	
       
	
       

	
      Parties
	
      The parties to this Deed. 

	
       
	
       

	
      Special   Voting
      Agreement
	
      The special voting agreement entered into by the
      Voting Depository and   the Company, dated [date]
        2014.

	
       
	
       

	
      Transfer
      Shares
	
      Has the meaning set out in recital
    D.




 

1.2                             
Capitalised words and
expressions not defined in this Deed shall have the meanings ascribed to them in
the Special Voting Agreement.

 

1.3                             
Words denoting the singular
shall have a similar meaning when used in the plural and vice
versa.

 

1.4                             
Words denoting one gender
shall include each other gender.

 

1.5                             
No provision of this Deed
shall be interpreted adversely against a Party solely because that Party was
responsible for drafting that particular provision.

 

1.6                             
Although this Deed has been
drafted in the English language, this Deed pertains to Dutch legal concepts. Any
consequence of the use of English words and expressions in this Deed under any
law other than Dutch law shall be disregarded.

 

1.7                             
The words “include”,
“included” and “including” are used to indicate that the matters listed are not
a complete enumeration of all matters covered.

 

1.8                             
The titles and headings in
this Deed are for construction purposes as well as for reference. No Party may
derive any rights from such titles and headings.

 

43




 





 

TRANSFER

 

Article 2

 

2.1                             
In satisfaction of its
obligation to transfer the Transfer Shares pursuant to the Special Voting
Agreement, the Company hereby transfers the Transfer Shares to the Voting
Depository.

 

2.2                             
The Voting Depository hereby
declares to hereby accept the Transfer Shares.

 

ACKNOWLEDGMENT

 

Article 3

 

The
Company has taken cognisance of and hereby acknowledges the transfer of the
Transfer Shares.

 

REGISTER

 

Article 4

 

The
Company shall enter the present transfer of the Transfer Shares in its
shareholders register immediately following the execution of this
Deed.

 

NO
RECISSION

 

Article 5

 

The
parties exclude every possibility to rescind and dissolve this Deed for any
reason whatsoever.

 

GOVERNING
LAW AND JURISDICTION

 

Article 6

 

6.1                             
This Deed shall be governed
by and construed in accordance with the laws of the Netherlands.

 

6.2                             
The Parties agree that any
dispute in connection with this Deed or
any agreement resulting therefrom shall be submitted to the exclusive
jurisdiction of the competent court in Amsterdam.

 

(signature
page follows)

 

44




 





 

	
      Signature
      page to a deed of transfer

	
       

	
       

	
       
	
       

	
      Cnova
      N.V.
	
       

	
       
	
       

	
      Name
	
      :

	
       
	
       

	
      Title
	
      :

	
       
	
       

	
      Date
	
      :

	
       
	
       

	
       
	
       

	
      Stichting Cnova
      Special Voting Shares
	
       

	
       
	
       

	
      Name
	
      :

	
       
	
       

	
      Title
	
      :

	
       
	
       

	
      Date
	
      :

	 	 	 



 

45




 





 

ANNEX D - EXERCISE
NOTICE

 

ANNEX D - EXERCISE
NOTICE

 

To:

Cnova
N.V.

Attn.
Board of Directors

Professor
Dr Dorgelolaan 30D

5613
AM Eindhoven

The
Netherlands

 

[Date]

 

Dear
Sirs,

 

Reference
is made to the Special Voting Agreement between Cnova N.V., Stichting Cnova
Special Voting Shares, Casino, Guichard-Perrachon S.A., Companhia Brasileira de
Distribuição S.A., Via Varejo S.A., Almacenes Éxito, Germán Pasquale Quiroga
Vilardo, Eduardo Khair Chalita, [Jaïpur Financial Markets] B.V., [Jaïpur
Financial Markets] S.à r.l. and Nova Pontocom Comércio Eletrônico S.A. dated
[16] July 2014 (the “Agreement”). Capitalised terms used in this
letter shall have the same meaning ascribed to such terms in the
Agreement.

 

This
is an Exercise Notice.

 

Pursuant
to the Voting Depository Articles and the Terms, we are under an obligation to
issue DRs to one or more Qualifying Shareholders. In connection with such
anticipated issue of DRs, the undersigned hereby exercises the Call Option with
respect to [number] Special Voting
Shares, which according to Recorded Information obtained on the date hereof, is
a number not exceeding the Maximum Number.

 

We
hereby request that you, in accordance with the terms of the Agreement, issue
and/or transfer the above-mentioned number of Special Voting Shares to us by
executing a Call Option Deed of Issue and/or a Call Option Deed of Transfer, as
the case may be, as soon as possible but ultimately within five (5) Trading
Days after the date of this Exercise Notice.

 

46




 





 

This
Exercise Notice shall be governed by and construed in accordance with the laws
of the Netherlands. Any dispute arising out of or in connection with this
Exercise Notice shall be settled in accordance with the relevant provisions of
the Agreement.

 

	
      Yours faithfully,

	
       

	
       
	
       

	
      Stichting Cnova
      Special Voting Shares
	
       

	
      By
	
      :

	
      Title
	
      :

	
      Date
	
      :

	 	 	 



 

47




 





 

ANNEX E - VOTING DEPOSITORY
ARTICLES OF ASSOCIATION

 

48




 





 

ANNEX F - TERMS AND
CONDITIONS

 

49




 





 

ANNEX G - POWER OF
ATTORNEY

 

	
      To:

	
      Cnova N.V.

	
      Attn. Board of   Directors

	
      Professor Dr Dorgelolaan 30D

	
      5613 AM Eindhoven

	
      The Netherlands

	
       

	
      and

	
       

	
      Stichting Cnova   Special Voting
    Shares

	
      Attn. Board of   Directors

	
      [·]




 

Date:  
[·]

 

Re:
Power of Attorney

 

Dear
Sirs,

 

Reference
is made to the Special Voting Agreement between Cnova N.V., Stichting Cnova
Special Voting Shares, Casino, Guichard-Perrachon S.A., Companhia Brasileira de
Distribuição S.A., Via Varejo S.A., Almacenes Éxito, Germán Pasquale Quiroga
Vilardo, Eduardo Khair Chalita, [Jaïpur Financial Markets] B.V., [Jaïpur
Financial Markets] S.à r.l. and Nova Pontocom Comércio Eletrônico S.A. dated
[·] 2014 (the Agreement). Capitalised
terms used in this letter shall have the same meaning ascribed to such terms in
the Agreement.

 

The
undersigned hereby irrevocably authorizes and instructs the each of the Voting
Depository and the Company to represent the undersigned and act on his behalf in
connection with any act (including an issuance, allocation, acquisition,
transfer and/or cancellation of any Special Voting Depository Receipts) required
under the Terms.

 

The
Voting Depository and Company, in their respective capacity as attorneys under
this power of attorney, may act as counterparty of the undersigned. This power
of attorney is granted with full power of substitution.

 

This
power of attorney is governed by the laws of the Netherlands.

 

50




 





 

	
      Yours faithfully,
	
       

	
      [name]
	
       

	
       
	
       

	
       
	
       

	
      By:
	
       

	
      Title:
	
       




 

51




 





 

ANNEX H - ACCEPTANCE OF TERMS AND
CONDITIONS AND ADHERENCE TO AGREEMENT

 

	
      To:

	
      Cnova N.V.

	
      Attn. Board of   Directors

	
      Professor Dr Dorgelolaan 30D

	
      5613 AM Eindhoven

	
      The Netherlands




 

Date:  
[·]

 

Re:
Acceptance Terms and Conditions and adherence to Agreement

 

Dear
Sirs,

 

Reference
is made to the Special Voting Agreement between Cnova N.V., Stichting Cnova
Special Voting Shares, Casino, Guichard-Perrachon S.A., Companhia Brasileira de
Distribuição S.A., Via Varejo S.A., Almacenes Éxito, Germán Pasquale Quiroga
Vilardo, Eduardo Khair Chalita, [Jaïpur Financial Markets] B.V., [Jaïpur
Financial Markets] S.à r.l. and Nova Pontocom Comércio Eletrônico S.A. dated
[·] 2014 (the Agreement). Capitalised
terms used in this letter shall have the same meaning ascribed to such terms in
the Agreement.

 

The
undersigned represents to Cnova N.V. that it is at least at least 90% Controlled by the following Founding
Shareholder:

 

The
undersigned confirms to have received a copy of the Terms and the Voting
Depository Articles and accepts to be bound by the Terms, which
include:

 

a.                                     
the suspension by the Voting
Depository of a DR Holder’s rights under Article [15] of the Voting
Depository Articles in case such DR Holder has violated any obligation or
requirement under the Voting Depository Articles and/or the Terms;

 

b.                                     
the revocation by the Voting
Depository of any Voting Proxy granted to, or rejection or disregarding of any
Voting Instruction given by, a DR Holder, in case such DR Holder has violated
any of obligation or requirement under the Voting Depository Articles and/or the
Terms; and

 

c.                                      
the transfer restrictions
applicable to the DRs pursuant Article [6]

 

52




 





 

of the Terms.

 

The
undersigned furthermore irrevocably undertakes
towards and for the benefit of the Parties (and every other person who assumes
at any time any rights and obligations under the Agreement) to be bound by the
Agreement in all respects as if the undersigned was a Party to the Agreement and
named in it as Initial Permitted Intermediate Holding Company and to observe and
perform all the provisions and obligations of the Agreement applicable to or
binding on the Initial Permitted Intermediate Holding Companies under the
Agreement insofar as they are to be observed or performed on or after the date
of this letter. This Deed of Adherence is made for the benefit of all Parties to
the Agreement.

 

	
      Yours faithfully,
	
       

	
       
	
       

	
      [name]
	
       

	
       
	
       

	
       
	
       

	
      By:
	
       

	
      Title:
	
       




 

53




 





 

ANNEX I - DE-REGISTRATION
FORM

 

	
      To:

	
      Cnova N.V.

	
      Attn. Board of   Directors

	
      Professor Dr Dorgelolaan   30D

	
      5613 AM Eindhoven

	
      The Netherlands




 

De-Registration
Form

 

This
De-Registration Form is an Annex to the Special Voting Agreement between
Cnova N.V., Stichting Cnova Special Voting Shares, Casino, Guichard-Perrachon
S.A., Companhia Brasileira de Distribuição S.A., Via Varejo S.A., Almacenes
Éxito, Germán Pasquale Quiroga Vilardo, Eduardo Khair Chalita, [Jaïpur Financial
Markets] B.V., [Jaïpur Financial Markets] S.à r.l. and Nova Pontocom Comércio
Eletrônico S.A. dated [16] July 2014 (the “Agreement”). Capitalised terms used in this De-Registration
Form shall have the same meaning ascribed to such terms in the
Agreement.

 

This
De-Registration Form shall be completed and signed in accordance with the
instructions contained herein, to request de-registration of the relevant
Qualifying Shares from the Founders Share Register.

 

Details
of undersigned

 

	
      (for
      entities)
	
       
	
       

	
      Name
	
      :
	
       

	
      Registered
      address
	
      :
	
       

	
      Tel.
	
      :
	
       

	
      E-mail
	
      :
	
       

	
       
	
       
	
       

	
      (for
      individuals)
	
       
	
       

	
       
	
       
	
       

	
      Name
	
      :
	
       

	
      Date   of
      birth
	
      :
	
       

	
      Place   of
      birth
	
      :
	
       




 

54




 





 

	
      Tel.
	
      :
	
       

	
      E-mail
	
      :
	
       




 

Qualifying
Shares

 

	
      No. of Qualifying
      Shares
	
      :
	
       
	
       

	
      Numbered             
	
      through        
	
       

	 	 	 	 	 



 

 

Acknowledgement
and waiver

 

By
submitting this De-Registration
Form, the undersigned:

 

·                                        
requests de-registration of the
Qualifying Shares identified above from the Founders Share Register;

 

·                                        
waives its right to use any
Voting Proxy or to give Voting Instructions in respect of the Special Voting
Shares that are stapled to the Qualifying Shares identified above;

 

·                                        
acknowledges that the Ordinary
Shares that are stapled to the Qualifying Shares identified above shall no
longer qualify as Qualifying Shares upon de-registration thereof from the
Founders Share Register; and

 

·                                        
acknowledges that the DRs stapled
to the Special Voting Shares that are stapled to the Qualifying Shares
identified above shall be cancelled upon de-registration of those Qualifying
Shares from the Founders Share Register in accordance with the relevant
provisions of the Agreement, the Voting Depository Articles and the
Terms.

 

Governing
law and jurisdiction

 

This
De-Registration Form shall be governed by and construed in accordance with
the laws of the Netherlands. Any dispute arising out of or in connection with
this De-Registration Form or the de-registration contemplated thereby shall
be settled in accordance with the relevant provisions of the
Agreement.

 

	
       
	
       

	
      [name holder of Qualifying
      Shares]
	
       




 

55




 





 

	
      By
	
      :
	
       
	
       

	
      Title
	
      :
	
       
	
       

	
      Date
	
      :
	
       
	
       




 

56




 





 

SCHEDULE 5.1 (A)

 

AGREED FORM OF AMENDED AND
RESTATED ARTICLES OF ASSOCIATION OF CNOVA

 




 





 

This
is a translation into English of the official Dutch version of the articles of
association of a public company with limited liability under Dutch law. In the
event of a conflict between the English and Dutch texts, the Dutch text shall
prevail.

 

ARTICLES OF
ASSOCIATION

 

DEFINITIONS
AND INTERPRETATION

 

Article 1

 

1.1                             
In these articles of
association the following definitions shall apply:

 

	
      Article
	
       
	
      An article of these articles of
      association.

	
       
	
       
	
       

	
      Board
    Co-CEO
	
       
	
      A Co-CEO who is an   Executive
      Director.

	
       
	
       
	
       

	
      Board of
      Directors
	
       
	
      The Company’s board of
directors.

	
       
	
       
	
       

	
      Board
Rules
	
       
	
      The internal   rules applicable to the Board
      of Directors, as drawn up by the Board of   Directors.

	
       
	
       
	
       

	
      CEO
	
       
	
      The Company’s chief   executive
      officer.

	
       
	
       
	
       

	
      Chairman
	
       
	
      The chairman of the   Board of
      Directors.

	
       
	
       
	
       

	
      Co-CEO
	
       
	
      A co-CEO.

	
       
	
       
	
       

	
      Company
	
       
	
      The company to which   these articles of
      association pertain.

	
       
	
       
	
       

	
      DCC
	
       
	
      The Dutch Civil Code.

	
       
	
       
	
       

	
      Director
	
       
	
      A member of the Board   of
    Directors.

	
       
	
       
	
       

	
      Executive
      Director
	
       
	
      An executive   Director.

	
       
	
       
	
       

	
      General
      Meeting
	
       
	
      The Company’s general   meeting of
      shareholders.

	
       
	
       
	
       

	
      Group
    Company
	
       
	
      An entity or company which is   organisationally
      connected with the Company in an economic unit
      within the meaning of   Section 2:24b DCC.

	
       
	
       
	
       

	
      Meeting
    Rights
	
       
	
      With respect to the   Company, the rights
      attributed by law to the holders of depository receipts   issued for
      shares with a company’s cooperation, including the right to attend   and
      address a General Meeting.

	
       
	
       
	
       

	
      Non-Board
      Co-CEO
	
       
	
      A Co-CEO who is not   an Executive
      Director.

	
       
	
       
	
       

	
      Non-Distributable
      Equity
	
       
	
      The part of the   Company’s equity that is formed
      by the




 

1




 





 

	
       
	
       
	
      paid up and called up   part of its capital and
      the reserves which it must maintain by law.

	
       
	
       
	
       

	
      Non-Executive
      Director
	
       
	
      A non-executive   Director.

	
       
	
       
	
       

	
      Person   with Meeting
      Rights
	
       
	
      A shareholder, a usufructuary or pledgee with
      voting rights or a holder of depository receipts for shares issued with
      the   Company’s cooperation.

	
       
	
       
	
       

	
      Registration
      Date
	
       
	
      The twenty-eighth day   prior to the date of a
      General Meeting.

	
       
	
       
	
       

	
      Simple
      Majority
	
       
	
      More than half of the   votes
  cast.

	
       
	
       
	
       

	
      Subsidiary
	
       
	
      A subsidiary within   the meaning of
      Section 2:24a DCC, including:
       

       

      a.     an entity in whose general   meeting the
      Company or one or more of its Subsidiaries can exercise, whether   or not
      by virtue of an agreement with other parties with voting rights,
      individually or collectively, more than half of the voting rights;
      and

       

      b.     an entity of which the   Company or one
      or more of its Subsidiaries are members or shareholders and   can appoint
      or dismiss, whether or not by virtue of an agreement with other   parties
      with voting rights, individually or collectively, more than half of   the
      directors or of the supervisory board members, even if all parties with
      voting rights cast their votes.

	
       
	
       
	
       

	
      Trading
Day
	
       
	
      A day on which the   ordinary shares (or
      depository receipts or similar rights derived from   ordinary shares) can
      be traded on all stock exchanges where they are listed,   including in the
      United States of America and including in any event a day   (other than a
      Saturday or Sunday) on which banks are generally open in the   United
      States of America for the conduct of normal business.

	
       
	
       
	
       

	
      Website
	
       
	
      The Company’s
website.




 

1.2                             
References to “shares” or
“shareholders” are to both classes of shares or to the holders thereof,
respectively, unless the context requires otherwise.

 

1.3                             
References to statutory
provisions are to those provisions as they are in force from time to
time.

 

1.4                             
Terms that are defined in the
singular have a corresponding meaning in the plural.

 

2




 





 

1.5                             
Words denoting a gender
include each other gender.

 

1.6                             
Except in Articles 7.3 and
22.8, the terms “written” and “in writing” include the use of electronic means
of communication.

 

NAME
AND SEAT

 

Article 2

 

2.1                             
The Company’s name is
Cnova N.V.

 

2.2                             
The Company has its corporate
seat in Amsterdam.

 

OBJECTS

 

Article 3

 

The
Company’s objects are:

 

a.                                    
to engage in all activities
and to perform all acts relating to, or which may be conducive to, e-commerce
and regular commerce and, in this respect, to provide retail, advertising,
transportation, data communication, computing, business consultancy and
financial services;

 

b.                                    
to acquire, to dispose of, to
import, to export, to develop, to commercialise, to distribute, to market, to
advertise and to manufacture any commercial product, food product or raw
product;

 

c.                                     
to acquire, dispose of and
exploit intellectual property rights and to protect any such rights against
infringements;

 

d.                                    
to acquire, to participate
in, to finance, to hold any other interest in and to conduct the management or
supervision of other entities, companies, partnerships and
businesses;

 

e.                                     
to operate, directly or
indirectly, either alone or together with any other party in a partnership,
joint venture, consortium or other entity;

 

f.                                      
to furnish guarantees, to
provide security, to warrant performance in any other way and to assume
liability, whether jointly and severally or otherwise, in respect of obligations
of Group Companies or other parties; and

 

g.                                    
generally, to conduct any and
all commercial, industrial, real estate, securities or financial transactions
and to perform or do anything else that is, in the widest sense, connected with
or may be conducive to the matters described above in this
Article 3.

 

3




 





 

SHARES
- AUTHORISED SHARE CAPITAL AND DEPOSITARY RECEIPTS

 

Article 4

 

4.1                             
The Company’s authorised
share capital amounts to [amount] euro
(EUR [amount]).

 

4.2                             
The authorised share capital
is divided into:

 

a.                                     
[number]
([number]) ordinary shares;
and

 

b.                                     
[number]
([number]) special voting
shares,

 

each having a nominal value of five eurocents (EUR
0.05).

 

4.3                             
The Board of Directors may
resolve that one or more shares are divided into such number of fractional
shares as may be determined by the Board of Directors. Unless specified
differently, the provisions of these articles of association concerning shares
and shareholders apply mutatis mutandis to fractional shares and the holders
thereof, respectively.

 

4.4                             
The Company may cooperate
with the issue of depository receipts for shares in its capital.

 

SHARES
- FORM OF SHARES AND SHARE REGISTER

 

Article 5

 

5.1                             
All shares are registered
shares, provided that the Board of Directors may resolve that one or more
ordinary shares are bearer shares, represented by physical share
certificates.

 

5.2                             
The Board of Directors is not
required to comply with a request made by a shareholder to convert one or more
of his registered shares into bearer shares or vice versa. If the Board of
Directors resolves to grant such a request, the shareholder concerned shall be
charged for the costs of such conversion.

 

5.3                             
Registered shares shall be
numbered consecutively for each class of shares, starting from 1.

 

5.4                             
The Board of Directors shall
keep a register setting out the names and addresses of all holders of registered
shares and all holders of a usufruct or pledge in respect such shares. The
register shall also set out any other particulars that must be included in the
register pursuant to Section 2:85 DCC.

 

5.5                             
Shareholders, usufructuaries
and pledgees whose particulars must be set out in the register shall provide the
Board of Directors with the necessary particulars in a timely fashion. Any
consequences of a failure to notify such particulars or to notify the correct
particulars shall be borne by the relevant party.

 

5.6                             
All notifications may be sent
to Persons with Meeting Rights in respect of registered shares at the addresses
set out in the register.

 

5.7                             
If the Board of Directors has
resolved that one or more ordinary shares are bearer shares, share certificates
shall be issued for such bearer shares in such form as the Board of Directors
may determine. Share certificates may represent one or more bearer shares. Each
share certificate shall be signed by or on behalf of a Director.

 

4




 





 

5.8                             
The holder of evidence of a
bearer share that was lost may request the Company to provide a duplicate share
certificate for such bearer share. The Company shall only provide such
duplicate:

 

a.                                     
if the party making the
request can demonstrate, to the satisfaction of the Board of Directors, that
such party is indeed entitled to receive such duplicate; and

 

b.                                     
after having published the
request on the Website for a period of four weeks without any
objection to such request having been received by the Company within that
period.

 

5.9                             
If an objection as referred
to in Article 5.8 paragraph b. has been received by the Company in a timely
fashion, the Company shall only provide the duplicate to the party who requested
such duplicate after having been provided with a copy of a binding advice or
court order to that effect, without the Company being required to investigate
the competence of the relevant arbitrators or court, as the case may be, or the
validity of such binding advice or judgment, as the case may be.

 

5.10                      
Upon a duplicate of a share
certificate for a bearer share having been provided by the Company, such
duplicate shall replace the original share certificate and no rights can be
derived from the share certificate thus replaced.

 

SHARES
- ISSUE

 

Article 6

 

6.1                             
Shares can be issued pursuant
to a resolution of the General Meeting or of another body authorised by the
General Meeting for this purpose for a specified period not exceeding five
years. When granting such authorisation, the number of shares that may be issued
must be specified. The authorisation may be extended, in each case for a period
not exceeding five years. Unless stipulated differently when granting the
authorisation, the authorisation cannot be revoked.

 

6.2                             
Article 6.1 applies
mutatis mutandis to the granting of rights to subscribe for shares, but does not
apply in respect of issuing shares to a party exercising a previously acquired
right to subscribe for shares.

 

6.3                             
The Company may not subscribe
for shares in its own capital.

 

SHARES
- PRE-EMPTION RIGHTS

 

Article 7

 

7.1                             
Upon an issue of shares, each
holder of ordinary shares shall have a pre-emption right in proportion to the
aggregate nominal value of his ordinary shares. Special voting shares do not
carry pre-emption rights.

 

5




 





 

7.2                             
In deviation of
Article 7.1, holders of ordinary shares do not have pre-emption rights in
respect of an issue of:

 

a.                                     
special voting
shares;

 

b.                                     
ordinary shares against
non-cash contribution; or

 

c.                                      
ordinary shares to employees
of the Company or employees of a Group Company.

 

7.3                             
The Company shall announce an
issue with pre-emption rights and the period during which those rights can be
exercised in the State Gazette and in a daily newspaper with national
distribution, unless all shares are registered shares and the announcement is
sent in writing to all shareholders at the addresses submitted by
them.

 

7.4                             
Pre-emption rights may be
exercised for a period of at least two weeks after the date of announcement in
the State Gazette or after the announcement was sent to the
shareholders.

 

7.5                             
Pre-emption rights may be
limited or excluded by a resolution of the General Meeting or of the body
authorised pursuant to Article 6.1, if that body was authorised by the
General Meeting for this purpose for a specified period not exceeding five
years. The authorisation may be extended, in each case for a period not
exceeding five years. Unless stipulated differently when granting the
authorisation, the authorisation cannot be revoked.

 

7.6                             
The preceding provisions of
this Article 7 apply mutatis mutandis to the granting of rights to
subscribe for shares, but do not apply in respect of issuing shares to a party
exercising a previously acquired right to subscribe for shares.

 

SHARES
- PAYMENT

 

Article 8

 

8.1                             
The nominal value of a share
and, if the share is subscribed for at a higher price, the difference between
these amounts must be paid up upon subscription for that share. It may be
stipulated that part of the nominal value, not exceeding three quarters thereof,
need not be paid up until the Company has called for payment.

 

8.2                            
Parties who professionally
place shares for their own account may be allowed by virtue of an agreement to
pay up less than the nominal value of the shares subscribed for by them,
provided that at least ninety-four percent (94%) of this amount is paid up in
cash ultimately upon subscription for those shares.

 

8.3                             
Shares must be paid up in
cash, except to the extent that payment by means of a contribution in another
form has been agreed.

 

8.4                             
Payment in a currency that is
not a unit of the euro is only permitted with the Company’s
consent. Where such a payment is
made, the payment obligation is satisfied for the amount in euro for which the
paid amount can be freely exchanged. The date of the payment determines the
exchange rate. The previous sentence does not prejudice the last sentence of
Section 2:80a(3) DCC.

 

6




 





 

SHARES
- FINANCIAL ASSISTANCE

 

Article 9

 

9.1                             
The Company may not provide
security, give a price guarantee, warrant performance in any other way or commit
itself jointly and severally or otherwise with or for others with a view to the
subscription for or acquisition of shares or depository receipts for shares in
its capital by others. This prohibition applies equally to Subsidiaries in
relation to the subscription for, or acquisition of, shares or depository
receipts for shares in the Company’s capital.

 

9.2                             
The Company and its
Subsidiaries may not provide loans with a view to the subscription for or
acquisition of shares or depository receipts for shares in the Company’s capital
by others, unless the Board of Directors resolves to do so and the relevant
statutory requirements of Section 2:98c DCC are observed.

 

9.3                             
The preceding provisions of
this Article 9 do not apply if shares or depository receipts for shares are
subscribed for or acquired by or for employees of the Company or employees of a
Group Company.

 

SHARES
- OWN SHARES

 

Article 10

 

10.1                      
The acquisition by the
Company of shares in its own capital which have not been fully paid up shall be
null and void.

 

10.2                     
The Company may only acquire
fully paid up shares in its own capital for no consideration or if and to the
extent that the General Meeting has authorised the Board of Directors for this
purpose and all other relevant statutory requirements of Section 2:98 DCC
are observed.

 

10.3                      
An authorisation as referred
to in Article 10.2 remains valid for no longer than eighteen months. When
granting such authorisation, the General Meeting shall determine the number of
shares that may be acquired, how they may be acquired and within which range the
acquisition price must be. An authorisation shall not be required for the
Company to acquire ordinary shares in its own capital in order to transfer them
to employees of the Company or employees of a Group Company pursuant to an
arrangement applicable to them, provided that these ordinary shares are included
on the price list of a stock exchange.

 

10.4                      
The Company may acquire
shares in its own capital for cash consideration or for consideration satisfied
in the form of assets. In the case of a consideration being satisfied in the
form of assets, the value thereof (as determined by the Board of Directors) must
be within the range determined by the General Meeting as referred to in
Article 10.3.

 

10.5                      
Articles 10.1 through 10.3 do
not apply to shares acquired by the Company by universal 

 

7




 





 

succession.

 

10.6                      
In this Article 10,
references to shares include depository receipts for shares.

 

SHARES
- REDUCTION OF ISSUED SHARE CAPITAL

 

Article 11

 

11.1                      
The General Meeting can
resolve to reduce the Company’s
issued share capital by
cancelling shares or by reducing the nominal value of shares by virtue of an
amendment to these articles of association. The resolution must designate the
shares to which the resolution relates and it must provide for the
implementation of the resolution.

 

11.2                      
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.

 

SHARES
- USUFRUCT AND PLEDGE

 

Article 12

 

12.1                     
Ordinary shares can be
pledged. However, without prejudice to Section 3:259 DCC, special voting
shares cannot be pledged.

 

12.2                      
The voting rights attached to
ordinary shares which are subject to a usufruct or pledge and the voting rights
attached to special voting shares which are subject to a usufruct vest in the
shareholder(s) concerned.

 

12.3                      
In deviation of
Article 12.2, the holder of a usufruct or pledge on ordinary shares or the
holder of a usufruct on special voting shares shall have the voting rights
attached to those shares if this was provided when the usufruct or pledge was
created.

 

12.4                      
Usufructuaries and pledgees
without voting rights shall not have Meeting Rights.

 

BOARD
OF DIRECTORS - COMPOSITION

 

Article 13

 

13.1                      
The Company has a Board of
Directors consisting of:

 

a.                                     
at least one and up to two
(2) Executive Directors, being primarily charged with the Company’s day-to-day
operations; and

 

b.                                     
at least one and up to
fourteen (14) Non-Executive Directors, being primarily charged with the
supervision of the performance of the duties of the Directors and the Non-Board
Co-CEO(s).

 

In addition to the Directors, the Company may have one
or more Non-Board Co-CEOs. References in these articles of association to a
Non-Board Co-CEO and provisions in these articles of association relating to a
Non-Board Co-CEO shall be disregarded if and

 

8




 





 

for as long as no Non-Board Co-CEO holds
office.

 

All Directors and Non-Board Co-CEOs shall be
individuals.

 

13.2                      
The Board of Directors shall
determine the number of Executive Directors, the number of Non-Executive
Directors and the number of Non-Board Co-CEOs, all with due observance of
Article 13.1.

 

13.3                      
The General Meeting shall
appoint the Directors and may at any time suspend or remove any Director. In
addition, the Board of Directors may at any time suspend an Executive
Director.

 

13.4                      
Upon the appointment of a
person as a Director, the General Meeting shall determine whether that person is
appointed as Executive Director or as Non-Executive Director.

 

13.5                      
The Board of Directors may
elect one or more Executive Directors to be CEO. The Board of Directors may also
remove a CEO, in the sense that the Executive Director so removed shall
subsequently continue his term of office as Executive Director without having
the title of CEO.

 

If and for as long as one or more Non-Board Co-CEOs
hold office, each Executive Director elected as CEO shall be a Board Co-CEO.
References in these articles of association to a Board Co-CEO should be
construed as being references to a CEO if and for as long as no Non-Board Co-CEO
holds office.

 

13.6                      
The Board of Directors may
appoint one or more persons, not being Directors, to be the Non-Board Co-CEO(s),
with due observance of Article 13.2. The Board of Directors may also
suspend or, with due observance of Article 13.2, remove the Non-Board
Co-CEO(s).

 

13.7                      
Additionally, the Board of
Directors shall elect one Non-Executive Director to be the Chairman. The Board
of Directors may also remove or replace the Chairman, in the sense that the
Non-Executive Director so removed or replaced shall subsequently continue his
term of office as Non-Executive Director without having the title of
Chairman.

 

13.8                      
If a Director is suspended
and the General Meeting does not resolve to dismiss him within three months from
the date of such suspension, the suspension shall lapse. A suspended Director
shall be given the opportunity to account for his actions at the General Meeting
and to be assisted by counsel in doing so.

 

13.9                      
The Board Rules may
contain a rotation schedule in respect of the Directors and the Non-Board
Co-CEO(s). This rotation schedule may also include rules concerning the
rotation between the positions of Board Co-CEO and Non-Board Co-CEO. The
Directors and the Non-Board Co-CEO(s) shall retire in accordance with any
such rotation schedule. A retiring Director or Non-Board Co-CEO can be
reappointed immediately, subject to the provisions of any such rotation
schedule.

 

13.10               
Where a Director, or a
Non-Board Co-CEO, is no longer in office or is unable to act (including as a
result of a suspension or as a result of having a conflict of interests as
described in Article 15.7), he may be replaced temporarily by a person whom
the Board of

 

9




 





 

Directors has designated for that purpose and, until
then, the other Director(s) shall be charged with the entire management of
the Company. Subject to Article 15.8, where all Directors are no longer in
office or are unable to act, the management of the Company shall be entrusted
temporarily to one or more persons designated by the General Meeting for that
purpose.

 

BOARD
OF DIRECTORS - DUTIES AND ORGANISATION

 

Article 14

 

14.1                      
The Board of Directors is
charged with the management of the Company, subject to the restrictions
contained in these articles of association. In performing their duties, the
Directors and the Non-Board Co-CEO(s) shall be guided by the interests of
the Company and of the business connected with it. The
duties, responsibilities and powers of the Non-Board Co-CEO(s) under these articles of association and the
Board Rules are subject to the limitations under Dutch law relating to
(i) the decision-making, functioning and organisation of the Board of
Directors and (ii) the interests of the Company and of the business
connected with it. The Board of Directors may at any time determine that the
specific circumstances of the case at hand require the Board of Directors to
perform its duties through deliberations and decision-making among the Directors
only. If deemed appropriate by the Board of Directors, such determination will
be made in the absence of the Non-Board Co-CEO(s).

 

14.2                      
The Board of Directors shall
draw up Board Rules concerning the organisation, decision-making and other
internal matters of the Board of Directors and its committees, as well as the
tasks, duties and authorities of the Non-Board Co-CEO(s), all with due
observance of these articles of association. In performing their duties, the
Directors and the Non-Board Co-CEO(s) shall observe and comply with the
Board Rules.

 

14.3                      
The Directors may allocate
their duties amongst themselves by virtue of the Board Rules or otherwise
in writing, provided that:

 

a.                                     
the Executive Directors shall
be, together with the Non-Board Co-CEO(s) (subject to Article 14.1),
charged with the Company’s
day-to-day operations;

 

b.                                     
the supervision of the
performance of the duties of the Directors and those of the Non-Board
Co-CEO(s) cannot be taken away from the Non-Executive Directors;

 

c.                                      
the Chairman must be a
Non-Executive Director;

 

d.                                     
the power to appoint, suspend
or remove a Non-Board Co-CEO cannot be allocated to an Executive Director;
and

 

e.                                      
the making of proposals for
the appointment of a Director or of a Non-Board Co-CEO and the determination of
the remuneration of an Executive Director or of a Non-Board Co-CEO cannot be
allocated to an Executive Director.

 

10




 





 

14.4                      
The Board of Directors may
determine, by virtue of the Board Rules or otherwise in writing, that one
or more Directors can validly pass resolutions in respect of matters which fall
under his/their duties.

 

14.5                      
The Board of Directors may
establish an audit committee and a nomination and remuneration committee. The
Board of Directors may further establish such other committees as deemed to be
appropriate by the Board of Directors. The Board Rules shall govern the
composition, duties, organisation and decision-making of these
committees.

 

14.6                      
The Board of Directors may
perform the following legal acts without the prior approval of the General
Meeting:

 

a.                                     
acts in connection with a
subscription for shares whereby special obligations are imposed on the
Company;

 

b.                                     
acts associated with the
acquisition of shares under conditions which are different from those under
which the public is granted the opportunity to participate in the
Company;

 

c.                                      
acts which are aimed at
securing any benefit in favour of an incorporator of the Company or another
party involved in its incorporation; and

 

d.                                     
acts in respect of non-cash
contributions on shares.

 

BOARD
OF DIRECTORS - DECISION-MAKING

 

Article 15

 

15.1                      
Without prejudice to
Article 15.6, each Director may cast one vote at a meeting of the Board of
Directors.

 

15.2                      
Each Non-Board Co-CEO may
attend meetings of the Board of Directors as an observer and, subject to
Article 14.1, may participate as such in the deliberations of the Board of
Directors.

 

15.3                      
A Director can be represented
by another Director holding a written proxy for the purpose of the deliberations
and the decision-making of the Board of Directors.

 

15.4                      
Resolutions of the Board of
Directors shall be passed, irrespective of whether this occurs at a meeting or
otherwise, by Simple Majority unless the Board Rules provide
differently.

 

15.5                      
Invalid votes and blank votes
shall not be counted as votes cast. However, abstentions shall be counted as
votes cast.

 

15.6                      
Where there is a tie in any
vote of the Board of Directors, the Chairman shall have a casting
vote.

 

15.7                      
None of the Co-CEOs shall
participate in the deliberations or, if applicable, the decision-making
concerning the determination of the remuneration of the Co-CEOs.

 

11




 





 

15.8                      
A Director shall not
participate in the deliberations and decision-making of the Board of Directors
on a matter in relation to which he has a direct or indirect personal interest
which conflicts with the interests of the Company and of the business connected
with it. The previous sentence applies mutatis mutandis to a Non-Board Co-CEO.
If, as a result of the first sentence of this Article 15.8, no resolution
can be adopted by the Board of Directors, the resolution may nonetheless be
passed by the Board of Directors.

 

15.9                      
Meetings of the Board of
Directors can be held through audio- or video-communication facilities, unless a
Director or, subject to Article 14.1, a Non-Board Co-CEO objects
thereto.

 

15.10               
Resolutions of the Board of
Directors may, instead of at a meeting, be passed in writing, provided that all
Directors and, subject to Article 14.1, the Non-Board Co-CEO(s) are
familiar with the resolution to be passed and none of them objects to this
decision-making process. Articles 15.4 and 15.6 apply mutatis
mutandis.

 

15.11               
The approval of the General
Meeting is required for resolutions of the Board of Directors concerning a
material change to the identity or the character of the Company or the business,
including in any event:

 

a.                                     
transferring the business or
materially all of the business to a third party;

 

b.                                     
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

 

c.                                      
acquiring or disposing of an
interest in the capital of a company by the Company or by a 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.

 

15.12               
The absence of the approval
of the General Meeting of a resolution as referred to in Article 15.11
shall not affect the powers of representation of the Board of Directors, the
Directors or the Non-Board Co-CEO(s).

 

BOARD
OF DIRECTORS - REMUNERATION

 

Article 16

 

16.1                      
The General Meeting shall
determine the Company’s policy concerning the remuneration of the Board of
Directors and the Non-Board Co-CEO(s) with due observance of the relevant
statutory requirements.

 

16.2                      
The remuneration of Directors
and the Non-Board Co-CEO(s) shall be determined by the Board of Directors
with due observance of Article 15.7 and the policy referred to in
Article 16.1.

 

12




 





 

16.3                      
The Board of Directors shall
submit proposals concerning arrangements in the form of shares or rights to
subscribe for shares to the General Meeting for approval. This proposal must at
least include the number of shares or rights to subscribe for shares that may be
awarded to the Board of Directors and the Non-Board Co-CEO(s) and which
criteria apply for such awards or changes thereto.

 

BOARD
OF DIRECTORS - INDEMNITY

 

Article 17

 

17.1                      
The Company shall indemnify
each of its Directors and former Directors against:

 

a.                                     
any financial losses or
damages incurred by such indemnified person; and

 

b.                                     
any expense reasonably paid
or incurred by such indemnified person in connection with any threatened,
pending or completed suit, claim, action or legal proceedings, whether civil,
criminal, administrative or investigative and whether formal or informal, in
which he becomes involved,

 

to the extent this relates to his position as a
Director or former Director, in each case to the fullest extent permitted by
applicable law.

 

17.2                      
No indemnification shall be
given to a Director or former Director:

 

a.                                     
if a Dutch court has
established, without possibility for appeal, that the acts or omissions of such
Director or former Director that led to the financial losses, damages, suit,
claim, action or legal proceedings as described in Article 17.1 result from
an improper performance of his duties as a Director or former Director or an
unlawful or illegal act; and

 

b.                                     
to the extent that his
financial losses, damages and expenses are covered by an insurance and the
insurer has settled these financial losses, damages and expenses (or has
indicated that it would do so).

 

17.3                      
The Board of Directors may
stipulate additional terms, conditions and restrictions in relation to the
indemnification referred to in Article 17.1.

 

17.4                      
The indemnification provided
under this Article 17 applies mutatis mutandis to any Non-Board Co-CEO, or
any former Non-Board Co-CEO.

 

BOARD
OF DIRECTORS - REPRESENTATION

 

Article 18

 

18.1                      
The Board of Directors is
entitled to represent the Company.

 

18.2                      
The power to represent the
Company also vests in:

 

13




 





 

a.                                     
each Board Co-CEO
individually; and

 

b.                                     
each Non-Board Co-CEO
individually.

 

18.3                      
The Board of Directors may
resolve to grant powers of attorney to represent the Company and to determine
the scope of powers of attorney. If such a power of attorney is granted to an
individual, the Board of Director may grant an appropriate title to such
person.

 

GENERAL
MEETINGS – CONVENING AND HOLDING GENERAL MEETINGS

 

Article 19

 

19.1                      
Annually, at least one
General Meeting must be held. This annual General Meeting shall be held within
six months after the end of the Company’s financial year.

 

19.2                      
A General Meeting shall also
be held:

 

a.                                     
within three months after the
Board of Directors 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

 

b.                                     
whenever the Board of
Directors so decides.

 

19.3                      
General Meetings must be held
in the place where the Company has its corporate seat or in Amsterdam,
Rotterdam, Schiphol Airport (municipality Haarlemmermeer) or The
Hague.

 

19.4                      
If the Board of Directors has
failed to ensure that a General Meeting as referred to in Articles 19.1 or 19.2
paragraph a. is held in a timely fashion, each shareholder may be authorised by
the court in preliminary relief proceedings to convene the General Meeting. For
the purpose of this Article 19.4, other Persons with Meeting Rights shall
be equated with shareholders.

 

19.5                      
One or more shareholders who
collectively represent at least (i) ten percent (10%) of the Company’s
issued share capital or (ii) ten percent (10%) of the ordinary shares
comprised in the Company’s issued share capital may request the Board of
Directors in writing to convene a General Meeting, setting out in detail the
matters to be discussed. If the Board of Directors has not taken the steps
necessary to ensure that the General Meeting could be held within the relevant
statutory period after the request, the requesting shareholder(s) may be
authorised, at his/their request, by the court in preliminary relief proceedings
to convene a General Meeting. For the purpose of this Article 19.5, other
Persons with Meeting Rights shall be equated with shareholders.

 

19.6                      
Any matter of which the
discussion has been requested in writing by one or more shareholders who,
individually or collectively, represent at least (i) three percent (3%) of
the Company’s issued share capital or (ii) three percent (3%) of the
ordinary shares comprised in the Company’s issued share capital shall be
included in the convening notice or announced in the same manner, if the Company
has received the substantiated request or a

 

14




 





 

proposal for a resolution no later than on the sixtieth
day prior to that of the General Meeting. For the purpose of applying this
Article 19.6, other Persons with Meeting Rights shall be equated with
shareholders.

 

19.7                      
A General Meeting must be
convened with due observance of the relevant statutory minimum convening
period.

 

19.8                      
All Persons with Meeting
Rights must be convened for a General Meeting (i) by means of an
announcement published on the Website, where it shall remain directly and
permanently available until the General Meeting, and (ii) if required under
applicable laws or regulations, in a daily newspaper with national
distribution.

 

19.9                      
The holders of registered
shares may be convened for a General Meeting by means of letters sent to the
addresses of those shareholders in accordance with Article 5.6. The
previous sentence does not prejudice the possibility of sending a convening
notice by electronic means in accordance with
Section 2:113(4) DCC.

 

GENERAL
MEETING - PROCEDURAL RULES

 

Article 20

 

20.1                      
The General Meeting shall be
chaired by the Chairman. If the Chairman is not present, the General Meeting
shall be chaired by another Director or by a Non-Board Co-CEO chosen by the
Directors present at the General Meeting. If neither the Directors nor the
Non-Board Co-CEO(s) are present at the General Meeting, the General Meeting
shall appoint its own chairman.

 

20.2                      
The chairman of the General
Meeting shall appoint another person present at the General Meeting to act as
secretary and to minute the proceedings at the General Meeting. Where an
official report of the proceedings is drawn up by a civil law notary, no minutes
need to be taken. Every Director may instruct a civil law notary to draw up such
an official report at the Company’s expense.

 

20.3                      
The chairman of the General
Meeting shall decide whether persons other than:

 

a.                                     
Persons with Meeting Rights;
and

 

b.                                     
others with a statutory right
to attend the General Meeting,

 

shall be admitted to the General Meeting.

 

20.4                      
A Person with Meeting Rights
who is represented at a General Meeting by the holder of a written proxy shall
only be admitted to the General Meeting if the proxy is determined to be
acceptable by the chairman of the General Meeting. A Person with Meeting Rights
may inform the Company of his proxy by electronic means of
communication.

 

The Company shall make proxy forms available to all
Persons with Meeting Rights which will stipulate that, if a Person with Meeting
Rights wishes to use such form to grant a proxy to exercise the meeting and
voting rights on his behalf, such proxy (unless expressly

 

15




 





 

stipulated otherwise in the proxy) shall be considered
to have been granted with the instruction to the proxyholder (i) to vote in
favour of any resolution which is proposed or endorsed by the Board of Directors
and (ii) to vote against any other resolution.

 

20.5                      
The Company may direct that
any person, before entering a General Meeting, identify himself by means of a
valid passport or driver’s license and to be submitted to such security
restrictions or arrangements as the Company may consider to be appropriate under
the given circumstances. Persons who do not comply with these requirements or
restrictions may be refused entry to the General Meeting.

 

20.6                      
The chairman of the General
Meeting has the right to eject any person from the General Meeting if he
considers that person to disrupt the orderly proceedings at the General
Meeting.

 

20.7                      
The General Meeting may be
conducted in the English language, if so determined by the chairman of the
General Meeting.

 

GENERAL
MEETING - EXERCISE OF MEETING AND VOTING RIGHTS

 

Article 21

 

21.1                      
Each Person with Meeting
Rights has the right to attend, address and, if applicable, vote at a General
Meeting, whether in person or represented by the holder of a written proxy.
Holders of fractional shares, if any, together constituting the nominal amount
of a share of the relevant class, shall exercise these rights collectively,
whether through one of them or through the holder of a written proxy.

 

21.2                      
The Board of Directors may
decide that each Person with Meeting Rights is entitled, whether in person or
represented by the holder of a written proxy, to participate in, address and, if
applicable, vote at the General Meeting by electronic means of communication.
For the purpose of applying the preceding sentence it must be possible, by
electronic means of communication, for the Person with Meeting Rights to be
identified, to observe in real time the proceedings at the General Meeting and,
if applicable, to vote. The Board of Directors may impose conditions on the use
of the electronic means of communication, provided that these conditions are
reasonable and necessary for the identification of the Person with Meeting
Rights and the reliability and security of the communication. Such conditions
must be announced in the convening notice.

 

21.3                      
The Board of Directors can
also decide that votes cast through electronic means of communication or by
means of a letter prior to a General Meeting are considered to be votes that are
cast during the General Meeting. These votes shall not be cast prior to the
Registration Date.

 

21.4                      
For the purpose of Articles
21.1 through 21.3, those who have voting rights and/or Meeting Rights on the
Registration Date and are recorded as such in a register designated by the Board
of Directors shall be considered to have voting rights and/or Meeting Rights,
as

 

16




 





 

the case may be, irrespective of whoever is entitled to
the shares or depository receipts at the time of the General Meeting. For as
long as shares or depository receipts for shares issued with the Company’s
cooperation are not admitted to trading on a regulated market within the meaning
of Section 1:1 of the Dutch Financial Supervision Act, the Board of
Directors is authorised, when convening a General Meeting, to determine that the
previous sentence applies.

 

21.5                      
As a prerequisite for a
Person with Meeting Rights to exercise his Meeting Rights and, if applicable,
his voting rights at a General Meeting, that Person with Meeting Rights must
notify the Company in writing of his identity and his intention to attend the
General Meeting. This notice must be sent after the Registration Date and must
be received by the Company ultimately on the third Trading Day prior to the
General Meeting. Persons with Meeting Rights that have not complied with this
requirement may be refused entry to the General Meeting in the sole discretion
of the chairman of the General Meeting.

 

GENERAL
MEETING - DECISION-MAKING

 

Article 22

 

22.1                      
Each share, irrespective of
whether it concerns an ordinary share or a special voting share, shall give the
right to cast one (1) vote at General Meetings. For this purpose,
fractional shares, if any, collectively constituting the nominal amount of a
share shall be considered to be equivalent to a share of the relevant
class.

 

22.2                      
No vote may be cast at a
General Meeting in respect of a share belonging to the Company or a Subsidiary
or in respect of a share for which either of them holds the depository receipts.
Usufructuaries and pledgees of shares belonging to the Company or its
Subsidiaries are not, however, precluded from exercising their voting rights if
the usufruct or pledge was created before the relevant share belonged to the
Company or Subsidiary. Neither the Company nor a Subsidiary may vote shares in
respect of which it holds a usufruct or a pledge.

 

22.3                      
Unless a greater majority is
required by law, all resolutions of the General Meeting shall be passed by a
Simple Majority.

 

22.4                      
Abstentions, invalid votes
and blank votes shall not be counted as votes cast.

 

22.5                      
Where there is a tie in any
vote of the General Meeting, no resolution shall have been passed.

 

22.6                      
Without prejudice to
Article 22.9, the Company shall establish, for each resolution passed by
the General Meeting:

 

a.                                     
the number of shares in
respect of which valid votes were cast;

 

b.                                     
the percentage of the issued
share capital represented by the shares referred to in paragraph a.;

 

17




 





 

c.                                      
the total number of votes
validly cast;

 

d.                                     
the number of votes that were
cast in favour and against the resolution, as well as the number of
abstentions.

 

22.7                      
The chairman of the General
Meeting shall decide on the method of voting and may determine the voting procedure at General Meetings.

 

22.8                      
The determination made by the
chairman of the General Meeting with regard to the results of a vote shall be
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 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 General Meeting so requires. The legal consequences of the
original vote shall lapse as a result of the new vote.

 

22.9                      
The Board of Directors shall
keep a record of the resolutions passed. The record shall be available at the
Company’s office for inspection by Persons with Meeting Rights. Each of them
shall, upon request, be provided with a copy of or extract from the record, at
no more than the cost price.

 

22.10               
Directors shall, in that
capacity, have an advisory vote at General Meetings.

 

REPORTING
- FINANCIAL YEAR, ANNUAL ACCOUNTS AND ANNUAL REPORT

 

Article 23

 

23.1                      
The Company’s financial
year shall coincide with the calendar year.

 

23.2                      
Annually, within the relevant
statutory period, the Board of Directors shall prepare the annual accounts and
the annual report and deposit them at the Company’s office for inspection by the
shareholders.

 

23.3                      
The annual accounts shall be
signed by the Directors. If any of their signatures is missing, this shall be
mentioned, stating the reasons.

 

23.4                      
The Company shall ensure that
the annual accounts, the annual report and the particulars to be added pursuant
to Section 2:392(1) DCC shall be available at its offices as from the
convening of the General Meeting at which they are to be discussed. Persons with
Meeting Rights are entitled to inspect such documents at that location and to
obtain a copy at no cost.

 

23.5                      
The annual accounts shall be
adopted by the General Meeting.

 

18




 





 

REPORTING
- AUDIT

 

Article 24

 

24.1                      
The General Meeting shall
instruct an auditor as referred to in Section 2:393 DCC to audit the annual
accounts. Where the General Meeting fails to instruct an auditor, the Board of
Directors shall be authorised to do so.

 

24.2                      
The instruction may be
revoked by the General Meeting and, if the Board of Directors has granted the
instruction, by the Board of Directors. The instruction can only be revoked for
well-founded reasons; a difference of opinion regarding the reporting or
auditing methods shall not constitute such a reason.

 

DISTRIBUTIONS
- ORDINARY RESERVES AND SPECIAL RESERVES

 

Article 25

 

25.1                      
The Company may maintain any
reserve attached exclusively to the ordinary shares, as the Board of Directors
deems to be appropriate.

 

25.2                      
In addition, the Company
shall maintain a special capital reserve for the exclusive purpose of
facilitating an issue of special voting shares. The Board of Directors is
authorised to resolve:

 

a.                                     
to charge amounts to be paid
up on special voting shares against the special capital reserve; and

 

b.                                     
to reallocate any part of the
balance of the special capital reserve to the Company’s share premium reserve
and vice versa.

 

25.3                      
Without prejudice to
Article 25.2, no distributions shall be made from the special capital
reserve.

 

25.4                      
In addition to the reserves
referred to above in this Article 25, the Company shall also maintain a
special dividend reserve attached exclusively to the special voting
shares.

 

DISTRIBUTIONS
- ENTITLEMENT AND RESTRICTIONS

 

Article 26

 

26.1                      
A distribution can only be
made to the extent that the Company’s equity exceeds the Non-Distributable
Equity.

 

26.2                      
Without prejudice to
Article 28.3:

 

a.                                     
distributions, except for a
distribution from the special dividend reserve, shall be made exclusively to the
holders of ordinary shares in proportion to the aggregate nominal value of their
ordinary shares;

 

b.                                     
the ordinary shares do not
carry any entitlement to distributions from the special dividend
reserve;

 

c.                                      
distributions from the
special dividend reserve shall be made exclusively to the

 

19




 





 

holders
of special voting shares in proportion to the aggregate nominal value of their
special voting shares; and

 

d.                                     
the special voting shares do
not carry any entitlement to other distributions than distributions from the
special dividend reserve.

 

26.3                      
Without prejudice to
Article 26.2, the parties entitled to a distribution shall be the
shareholders, usufructuaries and pledgees, as the case may be, as at a date to
be determined by the Board of Directors for that purpose. This date shall not be
earlier than the date on which the distribution was announced.

 

26.4                      
Subject to a proposal of the
Board of Directors to that effect and subject to the other provisions of this
Article 26:

 

a.                                     
the General Meeting may
resolve to make a distribution from the Company’s reserves, except for the
special dividend reserve; and

 

b.                                     
the meeting of holders of
special voting shares may resolve to make a distribution from the special
dividend reserve.

 

26.5                      
The body entitled to resolve
on a distribution pursuant to Article 26.4 may also resolve, subject to a
proposal of the Board of Directors to that effect, that all or part of such
distribution, instead of being made in cash, shall be made in the form of shares
in the Company’s capital or in the form of assets.

 

26.6                      
The Board of Directors may
also resolve to charge amounts to be paid up on ordinary shares against the
Company’s reserves, irrespective of whether those ordinary shares are issued to
existing shareholders.

 

26.7                      
A distribution shall be
payable in such currency and on such date as determined by the Board of
Directors.

 

26.8                      
A claim for payment of a
distribution shall lapse after five years have expired after the distribution
was declared.

 

26.9                      
No distribution as referred
to in this Article 26 shall be made to the Company in respect of shares
held by it.

 

DISTRIBUTIONS
- PROFITS

 

Article 27

 

27.1                      
The Board of Directors shall
determine which part of the profits shown in the annual accounts in respect of a
financial year shall be added to the Company’s reserves.

 

27.2                      
Out of the remaining profits
shown in the annual accounts:

 

a.                                    
an amount equal to one
percent (1%) of the aggregate nominal value of the special voting shares that
are issued and are not held by the
Company itself at the end of the financial year to which the annual accounts
pertain shall first be added to the

 

20




 





 

special
dividend reserve; and

 

b.                                     
any profits remaining
thereafter shall be at the disposal of the General Meeting for distribution to
the holders of ordinary shares in proportion to the aggregate nominal value of
their ordinary shares.

 

For the avoidance of doubt, the special voting shares
shall not carry any entitlement to profits other than as described in paragraph
a.

 

27.3                      
A distribution of profits
shall be subject to a proposal of the Board of Directors to that effect and the
other provisions of Article 26, and shall be made only after the adoption
of the annual accounts that show that such distribution is allowed.

 

27.4                      
The Board of Directors may
resolve to make interim distributions of profits, provided that it appears from
interim accounts to be prepared in accordance with
Section 2:105(4) DCC that the requirement referred to in
Article 26.1 has been met, and taking into account
Article 27.2.

 

27.5                      
For the purpose of
calculating any distribution of profits, shares held by the Company in its own
capital shall not be taken into account.

 

DISSOLUTION
AND LIQUIDATION

 

Article 28

 

28.1                      
In the event of the Company
being dissolved, the liquidation shall be effected by the Board of Directors,
unless the General Meeting decides otherwise.

 

28.2                      
To the extent possible, these
articles of association shall remain in effect during the
liquidation.

 

28.3                      
Any assets remaining after
payment of all of the Company’s debts shall be distributed to the holders of
ordinary shares in proportion to the aggregate nominal value of their ordinary
shares. For the avoidance of doubt, the special voting shares shall not carry
any entitlement to a distribution as referred to in the previous
sentence.

 

28.4                      
No distribution as referred
to in Article 28.3 shall be made to the Company in respect of shares held
by it.

 

28.5                     
After the liquidation has
been completed, the Company’s
books, records and other
information carriers shall be kept for the period prescribed by law by the
person designated for that purpose in the resolution of the General Meeting to
dissolve the Company. Where the General Meeting has not designated such a
person, the liquidators shall do so.

 

21




 





 

TRANSITIONAL
PROVISION

 

Article 29

 

The
Company’s first financial year ends on the thirty-first day of
December two thousand and fourteen. This Article 29 will lapse on the
first day of the Company’s
second financial year.

 

22




 





 

SCHEDULE 5.1 (D)

 

AGREED FORM OF INTERIM CNOVA
BOARD RULES

 

73




 





 

SCHEDULE 11.3

 

AGREED FORM OF PRE-IPO
DELEGATIONS

 

Pre-IPO Delegations

 

In
the pre-IPO resolutions of Cnova, its general meeting of shareholders will
resolve, among other things:

 

1.                                    
To delegate to the Cnova
Board the authority to issue ordinary shares and special voting shares up to the
maximum number allowed under Cnova’s authorized share capital as stipulated in
Cnova’s articles of association 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 the date of the
IPO.

 

[The initial authorized share capital shall be equal to
approximately twice the post-IPO share capital.]

 

2.                                    
To delegate to the Cnova
Board the authority to limit or exclude the pre-emption rights in respect of any
issue of ordinary shares or granting of rights to subscribe for such ordinary
shares, for a period of five (5) years, with effect from the date of the
IPO.

 

3.                                    
To authorise the Cnova Board
to perform acquisitions by Cnova of as many of its own ordinary shares as is
permitted by Dutch law and under Cnova’s articles of association, by any means,
including through derivative products, purchases on any stock exchange, through
any private purchase or block trade, or otherwise, for a price that is between
nil and an amount which is not higher than 110% of the average market price of
such ordinary shares on [the New York Stock Exchange] / [NASDAQ] (such average
market price being the average of the closing prices on each of the 10
consecutive trading days preceding the second day prior to the date the
acquisition is agreed upon by Cnova), for a period of eighteen (18) months with
effect from the date of the IPO.

 

74




 





 

SCHEDULE 13.1

 

FORM OF JOINDER
AGREEMENT

 

This joinder agreement, dated as of
                          ,
2014 (the “Joinder Agreement”) is entered into by [·]
in connection with a framework and IPO agreement, dated as of July 11,
2014, by and among CGP, CBD, VV, Nova, Nova OpCo and Cnova (as it may be
amended, restated, supplemented or otherwise modified from time to time until
the date hereof, the “Framework and IPO Agreement”).  Capitalized
terms used in this Joinder Agreement but not otherwise defined herein shall have
the meanings ascribed to such terms in the Framework and IPO
Agreement.

 

WHEREAS, the undersigned wishes to participate
in and cooperate with the Project and to become a Joining Party to the Framework
and IPO Agreement.

 

Section 1.                                         
In accordance with
Article 13.1, the undersigned hereby:

 

a)                 
acknowledges all the terms and
conditions of the Framework and IPO Agreement, including the terms imposing
obligations to the Joining Parties;

 

b)                 
agrees that by the execution and
delivery hereof, the undersigned becomes a Joining Party and shall be bound by
all the terms of the Framework and IPO Agreement (including any obligations
contained herein) applicable to the undersigned in its capacity as a Joining
Party;

 

c)                  
represents and warrants that each
of the representations and warranties set forth in Article 9 of the
Framework and IPO Agreement given by it as a Joining Party and to the extent
applicable to the undersigned as a Joining Party is true and complete as of the
date hereof (or, if made as of a specified date, as of such date), and will be
true and complete as of the Closing Date as though made on the Closing
Date;

 

d)                 
agrees that this Joinder
Agreement may be attached to the Framework and IPO Agreement; and

 

e)                  
the address of the Joining Party
for purposes of Article 13.2 is as follows:

 

[·]

 

Section 2.                                         
This Joinder Agreement shall be
governed by, and shall be construed in accordance with the laws of the
Netherlands and any dispute arising out of or in connection with this Joinder
Agreement shall be settled in accordance with the ICC Rules as provided for
in Article 13.13.

 

[Signature
Page Follows]

 

75




 





 

IN WITNESS WHEREOF, the undersigned has duly
executed, or cause to be duly executed by its duly authorized officer, this
Joinder Agreement as of the date first above written.

 

	 
	
       

	 
	
      [Name of entity if   applicable]

	 
	 

	 
	 

	 
	
      By:
	
       

	 
	
       
	
      Name:

	 
	
       
	
      Title:

	 
	 

	 
	 

	For acceptance by the   Parties to the
      Framework and IPO Agreement:
	 

	 
	 

	Casino, Guichard-Perrachon
      S.A.
	 

	 
	 

	 
	 

	
      By:
	
       
	 

	
       
	
      Name:
	 

	
       
	
      Title:
	 




 

76




 





Execution
version

 

JOINDER AGREEMENT

 

This joinder agreement, dated as of
                          ,
2014 (the “Joinder Agreement”) is entered into by Almacenes Éxito S.A., a
company organized under the laws of Colombia, headquartered at Carrera 48
No. 32B Sur - 139, Envigado, Antioquía, Colombia, registered with the trade
register under number 890900608-9, in connection with a framework and IPO
agreement, dated as of July 11, 2014, by and among CGP, CBD, VV, Nova, Nova
OpCo and Cnova (as it may be amended, restated, supplemented or otherwise
modified from time to time until the date hereof, the “Framework and IPO
Agreement”).  Capitalized terms used in this Joinder Agreement but not
otherwise defined herein shall have the meanings ascribed to such terms in the
Framework and IPO Agreement.

 

WHEREAS, the undersigned wishes to participate
in and cooperate with the Project and to become a Joining Party to the Framework
and IPO Agreement.

 

Section 1.             
In accordance with Article 13.1, the undersigned hereby:

 

a)                 
acknowledges all the terms and
conditions of the Framework and IPO Agreement, including the terms imposing
obligations to the Joining Parties;

 

b)                 
agrees that by the execution and
delivery hereof, the undersigned becomes a Joining Party and shall be bound by
all the terms of the Framework and IPO Agreement (including any obligations
contained herein) applicable to the undersigned in its capacity as a Joining
Party;

 

c)                  
represents and warrants that each
of the representations and warranties set forth in Article 9 given
by it as a Joining Party and to the extent applicable to the undersigned as a
Joining Party is true and complete as of the date hereof (or, if made as of a
specified date, as of such date), and will be true and complete as of the
Closing Date as though made on the Closing Date;

 

d)                 
agrees that this Joinder
Agreement may be attached to the Framework and IPO Agreement; and

 

e)                  
the address of the Joining Party
for purposes of Article 13.2 is as follows:

 

Carrera 48 No. 32B Sur - 139, Envigado, Antioquía,
Colombia

 

Section 2.             
This Joinder Agreement shall be governed by, and shall be construed in
accordance with the laws of the Netherlands and any dispute arising out of or in
connection with this Joinder Agreement shall be settled in accordance with the
ICC Rules as provided for in Article 13.13.

 

[Signature
Page Follows]

 

1




 





 

IN WITNESS WHEREOF, the undersigned has duly
executed, or cause to be duly executed by its duly authorized officer, this
Joinder Agreement as of the date first above written.

 

	
       
	Almacenes Éxito S.A.

	
       
	 

	
       
	 

	
       
	
      By:
	
      /s/

	
       
	
       
	
      Name: Carlos Mario Giraldo
Moreno

	
       
	
       
	
      Title: Chief Executive
  Officer




 

 

For
acceptance by the Parties to the Framework and IPO Agreement:

 

Casino,
Guichard-Perrachon S.A.

 

 

	
      By:
	
      /s/
	
       

	
       
	
      Name: Diane Coliche
	
       

	
       
	
      Title: Director Development and
      Holdings
	
       




 

2




 





Execution
version

 

JOINDER AGREEMENT

 

This joinder agreement, dated as of
July 11, 2014 (the “Joinder Agreement”) is entered into by Casino
Entreprise, a société par actions simplifiée organized under the laws of
France, with a capital of EUR 166,931,225.00, having its registered office
at 1, Esplanade de France, 42000 Saint-Etienne, France, registered with the
registry of trade and companies of Saint-Etienne under number
422 919 548, in connection with a framework and IPO agreement, dated
as of July 11, 2014, by and among CGP, CBD, VV, Nova, Nova OpCo and Cnova
(as it may be amended, restated, supplemented or otherwise modified from time to
time until the date hereof, the “Framework and IPO Agreement”). 
Capitalized terms used in this Joinder Agreement but not otherwise defined
herein shall have the meanings ascribed to such terms in the Framework and IPO
Agreement.

 

WHEREAS, the undersigned wishes to participate
in and cooperate with the Project and to become a Joining Party to the Framework
and IPO Agreement.

 

Section 1.             
In accordance with Article 13.1, the undersigned hereby:

 

a)                 
acknowledges all the terms and
conditions of the Framework and IPO Agreement, including the terms imposing
obligations to the Joining Parties;

 

b)                 
agrees that by the execution and
delivery hereof, the undersigned becomes a Joining Party and shall be bound by
all the terms of the Framework and IPO Agreement (including any obligations
contained herein) applicable to the undersigned in its capacity as a Joining
Party;

 

c)                  
represents and warrants that each
of the representations and warranties set forth in Article 9 given
by it as a Joining Party and to the extent applicable to the undersigned as a
Joining Party is true and complete as of the date hereof (or, if made as of a
specified date, as of such date), and will be true and complete as of the
Closing Date as though made on the Closing Date;

 

d)                 
agrees that this Joinder
Agreement may be attached to the Framework and IPO Agreement; and

 

e)                  
the address of the Joining Party
for purposes of Article 13.2 is as follows:

 

1, Esplanade de France, 42000 Saint-Etienne,
France

 

Section 2.             
This Joinder Agreement shall be governed by, and shall be construed in
accordance with the laws of the Netherlands and any dispute arising out of or in
connection with this Joinder Agreement shall be settled in accordance with the
ICC Rules as provided for in Article 13.13.

 

[Signature
Page Follows]

 

1




 





 

IN WITNESS WHEREOF, the undersigned has duly
executed, or cause to be duly executed by its duly authorized officer, this
Joinder Agreement as of the date first above written.

 

	
       
	Casino   Entreprise
  S.A.S.

	
       
	 

	
       
	
       
	
       

	
       
	
      By:
	
      /s/

	
       
	
       
	
      Name: Emmanuel Grenier

	
       
	
       
	
      Title: President




 

 

For
acceptance by the Parties to the Framework and IPO Agreement:

 

Casino,
Guichard-Perrachon S.A.

 

 

	
      By:
	
      /s/
	
       

	
       
	
      Name: Diane Coliche
	
       

	
       
	
      Title: Director Development and
      Holdings
	
       




 

2




 





 

Execution
version

 

JOINDER AGREEMENT

 

This joinder agreement, dated as of
July 11, 2014 (the “Joinder Agreement”) is entered into by
Mr. Eduardo Khair Chalita, Brazilian, holder of Identity Card no.
04340487-0 issued by IFP/RJ, enrolled with the CPF/MF under no. 600.137.107-53,
resident and domiciled in the city of São Paulo, state of São Paulo, at Rua
Gomes de Carvalho, 1609/1617, 3rd - 7th floor, CEP no. 04547-006, Brazil, in
connection with a framework and IPO agreement, dated as of July 11, 2014,
by and among CGP, CBD, VV, Nova, Nova OpCo and Cnova (as it may be amended,
restated, supplemented or otherwise modified from time to time until the date
hereof, the “Framework and IPO Agreement”).  Capitalized terms used
in this Joinder Agreement but not otherwise defined herein shall have the
meanings ascribed to such terms in the Framework and IPO Agreement.

 

WHEREAS, the undersigned wishes to participate
in and cooperate with the Project and to become a Joining Party to the Framework
and IPO Agreement.

 

Section 1.                                         
In accordance with
Article 13.1, the undersigned hereby:

 

a)                 
acknowledges all the terms and
conditions of the Framework and IPO Agreement, including the terms imposing
obligations to the Joining Parties;

 

b)                 
agrees that by the execution and
delivery hereof, the undersigned becomes a Joining Party and shall be bound by
all the terms of the Framework and IPO Agreement (including any obligations
contained herein) applicable to the undersigned in its capacity as a Joining
Party;

 

c)                  
represents and warrants that each
of the representations and warranties set forth in Article 9 given
by it as a Joining Party and to the extent applicable to the undersigned as a
Joining Party is true and complete as of the date hereof (or, if made as of a
specified date, as of such date), and will be true and complete as of the
Closing Date as though made on the Closing Date;

 

d)                 
agrees that this Joinder
Agreement may be attached to the Framework and IPO Agreement; and

 

e)                  
the address of the Joining Party
for purposes of Article 13.2 is as follows:

 

Rua Gomes de Carvalho, 1609/1617, 3rd - 7th floor, CEP
no. 04547-006, Brazil

 

Section 2.                                         
This Joinder Agreement shall be
governed by, and shall be construed in accordance with the laws of the
Netherlands and any dispute arising out of or in connection with this Joinder
Agreement shall be settled in accordance with the ICC Rules as provided for
in Article 13.13.

 

[Signature
Page Follows]

 

1




 





 

IN WITNESS WHEREOF, the undersigned has duly
executed, or cause to be duly executed by its duly authorized officer, this
Joinder Agreement as of the date first above written.

 

 

	
       
	
      By:
	
      /s/

	
       
	
       
	
      Eduardo Khair
Chalita




 

 

For
acceptance by the Parties to the Framework and IPO Agreement:

 

Casino,
Guichard-Perrachon S.A.

 

 

	
      By:
	
      /s/
	
       

	
       
	
      Name: Diane Coliche
	
       

	
       
	
      Title: Director Development and
      Holdings
	
       




 

2




 





 

Execution
version

 

JOINDER AGREEMENT

 

                                     
This joinder agreement, dated as
of July 11, 2014 (the “Joinder Agreement”) is entered into by Mr. Germán
Pasquale Quiroga Vilardo, Brazilian, holder of Identity Card no. 7354705-1
issued by the IFP, enrolled with the CPF/MF under no. 009.943.227-71, resident
and domiciled in the city of São Paulo, state of São Paulo, at Rua Gomes de
Carvalho, 1609/1617, 3rd - 7th floor, CEP no. 04547-006, Brazil, in connection
with a framework and IPO agreement, dated as of July 11, 2014, by and among CGP,
CBD, VV, Nova, Nova OpCo and Cnova (as it may be amended, restated, supplemented
or otherwise modified from time to time until the date hereof, the “Framework
and IPO Agreement”).  Capitalized terms used in this Joinder Agreement
but not otherwise defined herein shall have the meanings ascribed to such terms
in the Framework and IPO Agreement.

 

                                     
WHEREAS, the undersigned wishes
to participate in and cooperate with the Project and to become a Joining Party
to the Framework and IPO Agreement.

 

                                     
Section 1.                                        
In accordance with
Article 13.1, the undersigned hereby:

 

a)                 
acknowledges all the terms and
conditions of the Framework and IPO Agreement, including the terms imposing
obligations to the Joining Parties;

 

b)                 
agrees that by the execution and
delivery hereof, the undersigned becomes a Joining Party and shall be bound by
all the terms of the Framework and IPO Agreement (including any obligations
contained herein) applicable to the undersigned in its capacity as a Joining
Party;

 

c)                  
represents and warrants that each
of the representations and warranties set forth in Article 9 given
by it as a Joining Party and to the extent applicable to the undersigned as a
Joining Party is true and complete as of the date hereof (or, if made as of a
specified date, as of such date), and will be true and complete as of the
Closing Date as though made on the Closing Date;

 

d)                 
agrees that this Joinder
Agreement may be attached to the Framework and IPO Agreement; and

 

e)                  
the address of the Joining Party
for purposes of Article 13.2 is as follows:

 

Rua Gomes de Carvalho, 1609/1617, 3rd - 7th floor, CEP
no. 04547-006, Brazil

 

                                     
Section 2.                                        
This Joinder Agreement shall be
governed by, and shall be construed in accordance with the laws of the
Netherlands and any dispute arising out of or in connection with this Joinder
Agreement shall be settled in accordance with the ICC Rules as provided for in
Article 13.13.

 

[Signature Page Follows]

 

1




 





 

                                     
IN WITNESS WHEREOF, the
undersigned has duly executed, or cause to be duly executed by its duly
authorized officer, this Joinder Agreement as of the date first above
written.

 

 

	
       
	
      By:
	
      /s/

	
       
	
       
	
      Germán Pasquale Quiroga
  Vilardo




 

 

For
acceptance by the Parties to the Framework and IPO Agreement:

 

Casino,
Guichard-Perrachon S.A.

 

 

	
      By:
	
      /s/
	
       

	
       
	
      Name: Diane Coliche
	
       

	
       
	
      Title: Director Development and
      Holdings
	
       




 

2