Exhibit 4.2

 

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

 

 Marneylectro B.V.

 

Marneylectro S.à r.l.

 

 Nova Pontocom Comércio Eletrônico S.A.

 



 

Dated [  ] 2014

 











 

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
    	
14
    
	
 
    	
 
    	
 
    
	
6
    	
Issue of Special Voting Shares
    	
15
    
	
 
    	
 
    	
 
    
	
7
    	
Subscription Price
    	
16
    
	
 
    	
 
    	
 
    
	
8
    	
Issue of DRs
    	
16
    
	
 
    	
 
    	
 
    
	
9
    	
Call Option
    	
16
    
	
 
    	
 
    	
 
    
	
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
    	
19
    
	
 
    	
 
    	
 
    
	
14
    	
Undertaking to increase   authorized share capital
    	
20
    
	
 
    	
 
    	
 
    
	
15
    	
De-Registration
    	
20
    
	
 
    	
 
    	
 
    
	
16
    	
No Transfer or Encumbrance
    	
21
    
	
 
    	
 
    	
 
    
	
17
    	
Exercise of Voting Rights
    	
22
    
	
 
    	
 
    	
 
    
	
18
    	
Waiver of Dividend Rights;   Operating Expenses Voting Depository
    	
22
    
	
 
    	
 
    	
 
    
	
19
    	
Access to Information
    	
23
    
	
 
    	
 
    	
 
    
	
20
    	
Notices
    	
23
    
	
 
    	
 
    	
 
    
	
21
    	
Further Action; Adjustment of   Share Capital
    	
25
    
	
 
    	
 
    	
 
    
	
22
    	
Anti-Abuse Rule
    	
25
    
	
 
    	
 
    	
 
    
	
23
    	
No Implied Waiver; No Forfeit   of Rights
    	
25
    
	
 
    	
 
    	
 
    
	
24
    	
No Third Party Stipulation
    	
26
    
	
 
    	
 
    	
 
    
	
25
    	
Amendment
    	
26
    
	
 
    	
 
    	
 
    
	
26
    	
Invalidity
    	
26
    
	
 
    	
 
    	
 
    
	
27
    	
No Rescission
    	
26
    
	
 
    	
 
    	
 
    
	
28
    	
No Transfer, Assignment or   Encumbrance
    	
26
    
	
 
    	
 
    	
 
    
	
29
    	
Term and Termination
    	
27
    
	
 
    	
 
    	
 
    
	
30
    	
Governing Law and Jurisdiction
    	
28
    
	
 
    	
 
    	
 
    
	
Annex A - Initial Subscription Deed of Issue
    	
33
    


 

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Annex B - Call Option Deed of   Issue
    	
38
    
	
 
    	
 
    
	
Annex C - Call Option Deed of   Transfer
    	
43
    
	
 
    	
 
    
	
Annex D - Exercise Notice
    	
47
    
	
 
    	
 
    
	
Annex E - Initial DR Deed of   Issue
    	
49
    
	
 
    	
 
    
	
Annex F - DR Deed of Issue
    	
56
    
	
 
    	
 
    
	
Annex G - Voting Depository   Articles of Association
    	
60
    
	
 
    	
 
    
	
Annex H- Terms and Conditions
    	
61
    
	
 
    	
 
    
	
Annex I - Power of Attorney
    	
22
    
	
 
    	
 
    
	
Annex J - Acceptance of Terms   and Conditions and Adherence to Agreement
    	
63
    
	
 
    	
 
    
	
Annex K - De-Registration Form
    	
65
    


 

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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: 1118 BH Schiphol, Schiphol Boulevard 231 (the Netherlands), trade register number: 61668249) (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.                                     Marneylectro 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) (“Dutch HoldCo”);

 

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10.                              Marneylectro 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 (3o - 7o 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, followed by a listing of the Company, the Parties have entered into a series of transactions resulting in all respective shares held by the relevant Founding Shareholders in the capital of Cdiscount Group S.A.S., Cdiscount Colombia S.A.S. and Cnova Comércio Eletrônico S.A., 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”).

 

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.

 

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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.
    
	
 
    	
 
    
	
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.
    


 

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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 J.
    
	
 
    	
 
    
	
DR
    	
A depository receipt   issued by the Voting Depository for a Special Voting Share held by the Voting   Depository.
    
	
 
    	
 
    
	
DR   Deed of Issue
    	
A deed of issue of DRs, substantially in accordance with the draft   attached to this Agreement as Annex F.
    
	
 
    	
 
    
	
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.
    
	
 
    	
 
    
	
Founders   Share Register
    	
The part of the   Company’s shareholders register in which the Company registers the relevant   particulars of Qualifying Shareholders.
    


 

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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 succession   of title pursuant to a legal merger, demerger or equivalent act in accordance   with applicable law.
    
	
 
    	
 
    
	
General   Meeting
    	
The Company’s general   meeting of shareholders.
    
	
 
    	
 
    
	
Initial   DR Deed of Issue
    	
The deed of issue of the Initial Issue DRs, substantially in accordance   with the draft attached to this Agreement as Annex E.
    
	
 
    	
 
    
	
Initial   Issue DRs
    	
Has the meaning set out in Clause 8.
    
	
 
    	
 
    
	
Initial   Issue Shares
    	
Has the meaning set out in Clause 6.
    
	
 
    	
 
    
	
Initial Permitted Intermediate Holding Company
    	
a.             Nova;

 

b.             Lux HoldCo; or

 

c.             Dutch HoldCo.
    
	
 
    	
 
    
	
Initial   Subscription Deed of Issue
    	
The deed of issue of the Initial Issue Shares, substantially in   accordance with the draft attached to this Agreement as Annex A.
    


 

8




 






 

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


 

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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 Initial Issue Shares.
    
	
 
    	
 
    
	
Supermajority
    	
More than sixty-six   and two-thirds of a percent (66 2/3 %) of the   votes cast.
    
	
 
    	
 
    
	
Terms
    	
The terms and   conditions (administratievoorwaarden)   established by the board of directors of the Voting Depository in connection   with the Founders High Voting Plan, a copy of which is appended hereto as Annex   H.
    
	
 
    	
 
    
	
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.
    


 

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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 is appended hereto as Annex G.
    
	
 
    	
 
    
	
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 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.

 

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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.

 

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.

 

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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.

 

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 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.

 

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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 universal succession of title) 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. 

 

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At the request of a Founding Shareholder or any of its Permitted Transferees, the Company shall also register in the Founders Share Register any Ordinary Shares acquired by such Founding Shareholder (or the relevant Permitted Transferee, as the case may be) 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 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                                        INITIAL ISSUE OF SPECIAL VOTING SHARES

 

The General Meeting has resolved on 24 July 2014 to issue immediately following the completion of the IPO and subject to the condition precedent (opschortende voorwaarde) of the execution of a deed of amendment to the Company Articles (which condition precedent was fulfilled on that same day) to the Voting Depository 412,114,952 Special Voting Shares, being a number equal to the number of Qualifying Shares (the “Initial Issue Shares”) as at the date of this Agreement, by executing the Initial Subscription Deed of Issue prior to the IPO with effect immediately following the completion of the IPO, subject to the Subscription Price having been charged against the Company’s reserves in accordance with Clause 7. The aforesaid resolution was confirmed by resolution of the General Meeting dated [29 October] 2014.

 

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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 Initial Issue Shares pursuant to Clause 6, the Board of Directors has resolved in its meeting held in Amsterdam, the Netherlands on 18 July 2014, subject to the issuance of the Initial Issue Shares pursuant to the Initial Subscription Deed of Issue, 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 INITIAL ISSUE DRS

 

With effect immediately following the issuance of the Initial Issue Shares becoming effective in accordance with Clause 6 and by executing the Initial DR Deed of Issue prior to the IPO, 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) (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), being 412,114,952 DRs in aggregate (the “Initial Issue DRs”), 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 24 July 2014 and subject to the conditions precedent (opschortende voorwaarden) of the execution of a deed of amendment to the Company Articles (which condition precedent was fulfilled on that same day) and completion of the IPO, the General Meeting has resolved to grant to the 

 

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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. The aforesaid resolution was confirmed by resolution of the General Meeting dated [29 October] 2014.

 

9.2                              In furtherance of the resolution referred to in Clause 9.1, the Company hereby grants effective as of the time of the IPO and subject to completion 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 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.

 

17




 






 

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 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.

 

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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.

 

13                                 ISSUE OF DRS

 

Upon an issue or a transfer of Special Voting Shares to the Voting Depository in accordance with Clause 12, the Voting Depository shall, by executing a DR Deed of Issue, issue for no consideration (om niet) a corresponding number of DRs to the Founding Shareholder or other Permitted Transferee entitled thereto, all in accordance with the Voting Depository Articles and the Terms.

 

14                                 RETURN OF SPECIAL VOTING SHARES AND POWER OF ATTORNEY

 

14.1                       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.

 

14.2                       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 14.1. Likewise, and 

 

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without prejudice to the generality of Clause 19, 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.

 

14.3                       The Voting Depository hereby grants to the Company an irrevocable power of attorney to transfer the Special Voting Shares in accordance with Clause 14.1. The Company, in its capacity as attorney under the power of attorney described in this Clause 14.3, may act as counterparty of the Voting Depository. The power of attorney granted pursuant to this Clause 14.3 is granted with full power of substitution.

 

15                                 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.

 

16                                 DE-REGISTRATION

 

16.1                       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 K (a “De-Registration Request”).

 

16.2                       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.

 

16.3                       Upon receipt of a duly completed De-Registration Request, the Company 

 

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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 but in any event within five (5) Trading Days of receipt of the De-Registration Request.

 

16.4                       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.

 

16.5                       If the Company determines (in its discretion acting reasonably) that a Founding Shareholder or any of its Permitted Intermediate Holding Companies 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.

 

16.6                       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 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 14.

 

17                                 NO TRANSFER OR ENCUMBRANCE

 

17.1                       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.

 

17.2                       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.

 

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18                                 EXERCISE OF VOTING RIGHTS

 

18.1                       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.

 

18.2                       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.

 

19                                 WAIVER OF DIVIDEND RIGHTS; OPERATING EXPENSES VOTING DEPOSITORY

 

19.1                       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.

 

19.2                       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.

 

19.3                       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.

 

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20                                 ACCESS TO INFORMATION

 

20.1                       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.

 

20.2                       Upon request of the Voting Depository, the Company shall provide the 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.

 

20.3                       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.

 

21                                 NOTICES

 

21.1                       All notices given under this Agreement shall be given in writing and shall be sent by courier service or by registered mail. All such notices shall be addressed as follows:

 

a.                                      if to the Company:

 

Cnova N.V.

c/o General Counsel - Mr. David Mossé

Professor Dr Dorgelolaan 30D

5613 AM Eindhoven, the Netherlands

 

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b.                                      if to the Voting Depository:

 

Stichting Cnova Special Voting Shares

c/o Board of Directors

Schiphol Boulevard 231

1118 BH Schiphol, the Netherlands

 

c.                                       if to CGP:

 

Casino, Guichard-Perrachon S.A.

c/o Legal Director - Mr. Pascal Rivet

1 Esplanade de France,

42000 Saint-Etienne, France

 

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.                                       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

 

f.                                        if to Exito:

 

Almacenes Éxito S.A.

c/o Secretary-General and manager for Corporate Affairs - Carlos Fernando Henao Moreno

Carrera 48 No. 32B Sur – 139

Envigado, Antioquia, Colombia

 

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

 

h.                                      if to Chalita:

 

Mr Eduardo Khair Chalita

Rua Gomes de Carvalho, No. 1609/1617, 3°-7° andares,

São Paulo, SP 04547-006, Brazil

 

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22                                 FURTHER ACTION; ADJUSTMENT OF SHARE CAPITAL

 

22.1                       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.

 

22.2                       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.

 

23                                 ANTI-ABUSE RULE

 

23.1                       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.

 

24                                 NO IMPLIED WAIVER; NO FORFEIT OF RIGHTS

 

24.1                       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.

 

24.2                       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.

 

24.3                       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).

 

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25                                 NO THIRD PARTY STIPULATION

 

This Agreement does not contain any third party stipulation (derdenbeding) in favour of any person.

 

26                                 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 26 is without prejudice to Article 30.

 

27                                 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.

 

28                                 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.

 

29                                 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.

 

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30                                 TERM AND TERMINATION

 

30.1                       This Agreement shall remain in full force for an indefinite period.

 

30.2                       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.

 

30.3                       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.

 

30.4                       Following receipt of a request as referred to in Article 30.2 or a copy of a resolution as referred to in Article 30.3:

 

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 14;

 

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;

 

d.                                      the Voting Depository shall be dissolved; and

 

e.                                       upon completion of steps a. through d. above, this Agreement will automatically terminate.

 

30.5                       In case of dissolution of the Voting Depository for any reason other than pursuant to Article 30.4, 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.

 

30.6                       The Voting Depository hereby grants to the Company an irrevocable power of attorney to transfer the Special Voting Shares in accordance with Clause 30.5. The Company, in its capacity as attorney under the 

 

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power of attorney described in this Clause 30.6, may act as counterparty of the Voting Depository. The power of attorney granted pursuant to this Clause 30.6 is granted with full power of substitution.

 

31                                 GOVERNING LAW AND JURISDICTION

 

31.1                       This Agreement shall be governed by and construed in accordance with the laws of the Netherlands.

 

31.2                       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)

 

28




 






 

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
    	
:
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
Stichting Cnova Special Voting Shares
    	
 
    
	
 
    	
 
    	
 
    
	
Name
    	
:
    	
 
    
	
 
    	
 
    	
 
    
	
Title
    	
:
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
Casino, Guichard-Perrachon S.A.
    	
 
    
	
 
    	
 
    	
 
    
	
Name
    	
:
    	
 
    
	
 
    	
 
    	
 
    
	
Title
    	
:
    	
 
    


 

29











 

	
 
    	
 
    
	
 
    	
 
    
	
Companhia Brasileira de Distribuçào S.A.
    	
 
    
	
 
    	
 
    	
 
    
	
Name
    	
:
    	
 
    
	
 
    	
 
    	
 
    
	
Title
    	
:
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    
	
Via Varejo S.A.
    	
 
    
	
 
    	
 
    
	
Name
    	
:
    	
 
    
	
 
    	
 
    	
 
    
	
Title
    	
:
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
Almacenes Éxito S.A.
    	
 
    
	
 
    	
 
    	
 
    
	
Name
    	
:
    	
 
    
	
 
    	
 
    	
 
    
	
Title
    	
:
    	
 
    


 

30











 

	
 
    	
 
    
	
 
    	
 
    	
 
    
	
Germán Pasquale Quiroga Vilardo
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
Eduardo Khair Chalita
    	
 
    


 

31











 

	
For acknowledgement of Clauses 3.2, 3.3, 5.4 and 21 up to and including   31:
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
Marneylectro B.V.
    	
 
    
	
 
    	
 
    	
 
    
	
Name
    	
:
    	
 
    
	
 
    	
 
    	
 
    
	
Title
    	
:
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
Marneylectro S.à r.l.
    	
 
    
	
 
    	
 
    	
 
    
	
Name
    	
:
    	
 
    
	
 
    	
 
    	
 
    
	
Title
    	
:
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
Nova Pontocom Comércio Eletrônico S.A.
    	
 
    
	
 
    	
 
    	
 
    
	
Name
    	
:
    	
 
    
	
 
    	
 
    	
 
    
	
Title
    	
:
    	
 
    


 

32









 

ANNEX A - INITIAL SUBSCRIPTION DEED OF ISSUE

 

DEED OF ISSUE OF SPECIAL VOTING SHARES

 

Dated              , 2014

 

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 foundation (stichting) under Dutch law, having its corporate seat in Amsterdam (address: 1118 BH Schiphol, Schiphol Boulevard 231 (the Netherlands), trade register number: 61668249) (the “Voting Depository”).

 

RECITALS

 

A.                                   The General Meeting has resolved on 24 July 2014 to issue immediately following the completion of the IPO and subject to the condition precedent (opschortende voorwaarde) of the execution of a deed of amendment to the Company Articles (which condition precedent was fulfilled on that same day) to the Voting Depository 412,114,952 Special Voting Shares, numbered 1 up to and including 412,114,952 (the “Initial Issue Shares”) to the Voting Depository.

 

B.                                   The aforesaid resolution was confirmed by the General Meeting by resolution dated [29 October] 2014.

 

C.                                   In furtherance of the resolutions referred to in recital A. and B., the Parties wish to effect the issuance of the Initial Issue Shares pursuant to the execution of this Deed.

 

33











 

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.
    
	
 
    	
 
    	
 
    
	
Initial   Issue Shares
    	
 
    	
Has the meaning set out in the recitals
    
	
 
    	
 
    	
 
    
	
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.
    
	
 
    	
 
    	
 
    
	
Subscription   Price
    	
 
    	
EUR 20,605,747.60, being the total nominal value of the Initial 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 Initial Issue Shares.

 

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SUBSCRIPTION PRICE

 

Article 3

 

3.1                              The Initial Issue Shares are issued at the Subscription Price.

 

3.2                              The Board of Directors has resolved in its meeting held in Amsterdam, the Netherlands on July 18, 2014, subject to the issuance of the Initial Issue Shares pursuant to this Deed, 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.

 

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 Initial 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 completion of the IPO, the Initial Issue Shares to the Voting Depository and the Voting Depository hereby accepts the Initial Issue Shares from the Company under that same condition precedent.

 

REGISTER

 

Article 5

 

The Company shall enter the present issuance of the Initial 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.

 

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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)

 

36











 

Signature page to a deed of issue

 

 

	
 
    	
 
    
	
 
    	
 
    
	
Cnova N.V.
    	
 
    
	
 
    	
 
    	
 
    
	
Name
    	
:
    	
 
    
	
 
    	
 
    	
 
    
	
Title
    	
:
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
Stichting Cnova Special Voting Shares
    	
 
    
	
 
    	
 
    	
 
    
	
Name
    	
:
    	
 
    
	
 
    	
 
    	
 
    
	
Title
    	
:
    	
 
    


 

37











 

ANNEX B - CALL OPTION DEED OF ISSUE

 

DEED OF ISSUE OF SPECIAL VOTING SHARES

 

Dated           

 

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 foundation (stichting) under Dutch law, having its corporate seat in Amsterdam (address: 1118 BH Schiphol, Schiphol Boulevard 231 (the Netherlands), trade register number: 61668249) (the “Voting Depository”).

 

RECITALS

 

A.                                   On 24 July 2014 and subject to the conditions precedent (opschortende voorwaarden) of the execution of a deed of amendment to the Company Articles (which condition precedent was fulfilled on that same day) and completion of the IPO (which occurred on [date] 2014), 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.                                   The aforesaid resolution was confirmed by the General Meeting by resolution dated [29 October] 2014.

 

C.                                   In furtherance of the resolutions referred to in recitals A. and B. and as a consequence of the execution of the Special Voting Agreement and the completion 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.

 

38











 

D.                                   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.

 

E.                                   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, numbered [number] up to and including [number] (the “Issue Shares”) pursuant to the execution of this Deed.

 

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.
    
	
 
    	
 
    	
 
    
	
Exercise   Price
    	
 
    	
EUR [amount],   being the total nominal value of the Issue Shares.
    
	
 
    	
 
    	
 
    
	
Issue   Shares
    	
 
    	
Has the meaning set out in recital E.
    
	
 
    	
 
    	
 
    
	
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.
    


 

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.

 

39











 

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.

 

EXERCISE PRICE

 

Article 3

 

3.1                              The Issue Shares are issued at the Exercise Price.

 

3.2                              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.

 

3.3                              The Company hereby grants the Voting Depository a discharge from liability in respect of the payment of the Exercise Price.

 

ISSUE

 

Article 4

 

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 5

 

The Company shall enter the present issuance of the Issue Shares in its shareholders register immediately following the execution of this Deed.

 

40











 

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)

 

41











 

Signature page to a deed of issue

 

 

	
 
    	
 
    
	
 
    	
 
    
	
Cnova N.V.
    	
 
    
	
 
    	
 
    	
 
    
	
Name
    	
:
    	
 
    
	
 
    	
 
    	
 
    
	
Title
    	
:
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
Stichting Cnova Special Voting Shares
    	
 
    
	
 
    	
 
    	
 
    
	
Name
    	
:
    	
 
    
	
 
    	
 
    	
 
    
	
Title
    	
:
    	
 
    


 

42









 

ANNEX C - CALL OPTION DEED OF TRANSFER

 

DEED OF TRANSFER OF SPECIAL VOTING SHARES

 

Dated                       

 

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 foundation (stichting) under Dutch law, having its corporate seat in Amsterdam (address: 1118 BH Schiphol, Schiphol Boulevard 231 (the Netherlands), trade register number: 61668249) (the “Voting Depository”).

 

RECITALS

 

A.                                   On 24 July 2014 and subject to the conditions precedent (opschortende voorwaarden) of the execution of a deed of amendment to the Company Articles (which condition precedent was fulfilled on that same day) and completion of the IPO (which occurred on [date] 2014), 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.                                   The aforesaid resolution was confirmed by the General Meeting by resolution dated [29 October] 2014.

 

C.                                   In furtherance of the resolutions referred to in recitals A. and B. and as a consequence of the execution of the Special Voting Agreement and the completion 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.

 

43











 

D.                                   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.

 

E.                                   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, numbered [number] up to and including [number] (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.

 

44











 

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)

 

45











 

Signature page to a deed of transfer

 

 

	
 
    	
 
    
	
 
    	
 
    
	
Cnova N.V.
    	
 
    
	
 
    	
 
    	
 
    
	
Name
    	
:
    	
 
    
	
 
    	
 
    	
 
    
	
Title
    	
:
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
Stichting Cnova Special Voting Shares
    	
 
    
	
 
    	
 
    	
 
    
	
Name
    	
:
    	
 
    
	
 
    	
 
    	
 
    
	
Title
    	
:
    	
 
    


 

46











 

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, Marneylectro B.V., Marneylectro 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.

 

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.

 

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.

 

47











 

Yours faithfully,

 

 

	
 
    	
 
    	
 
    
	
Stichting Cnova Special Voting Shares
    	
 
    
	
By
    	
:
    	
 
    
	
Title
    	
:
    	
 
    
	
Date
    	
:
    	
 
    


 

48









 

ANNEX E - INITIAL DR DEED OF ISSUE

 

DEED OF ISSUE OF SPECIAL VOTING DEPOSITORY RECEIPTS

 

Dated                           , 2014

 

THE UNDERSIGNED

 

1.                                     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”);

 

2.                                     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”);

 

3.                                     Marneylectro 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) (“Dutch Holdco”); and

 

4.                                     Stichting Cnova Special Voting Shares, a foundation (stichting) under Dutch law, having its corporate seat in Amsterdam (address: 1118 BH Schiphol, Schiphol Boulevard 231 (the Netherlands), trade register number: 61668249) (the “Voting Depository”).

 

RECITALS

 

A.                                   CGP is the holder of the Ordinary Shares 1, Exito is the holder of the Ordinary Shares 2 and Dutch Holdco is the holder of the Ordinary Shares 3.

 

B.                                   The Ordinary Shares qualify as Qualifying Shares.

 

C.                                   By private deed to be executed on or about the date hereof, the Company shall issue 412,114,952 Special Voting Shares, numbered 1 up to and including 412,114,952 (the “Initial Issue Shares”), to the Voting Depository, under the condition precedent (opschortende voorwaarde) of the occurrence of and effective as of completion of the IPO.

 

49











 

D.                                   In giving effect to its obligations under the Special Voting Agreement, the Voting Depository shall hereby issue the respective Initial Issue DRs to the Subscribers in accordance with the provisions of this Deed.

 

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.
    
	
 
    	
 
    	
 
    
	
Initial   Issue DRs
    	
 
    	
The Initial Issue DRs 1, the Initial Issue   DRs 2 and the Initial Issue DRs 3 collectively.
    
	
 
    	
 
    	
 
    
	
Initial   Issue DRs 1
    	
 
    	
220,481,500 DRs,   numbered 1 up to and including 417,060 and 900,001 up to and including   191,457,009, to be issued in respect of the Special Voting Shares with   numbers 1 up to and including 417,060 and 900,001 up to and including   191,457,009.
    
	
 
    	
 
    	
 
    
	
Initial   Issue DRs 2
    	
 
    	
659,383 DRs, numbered   898,561 up to and including 900,000 and 191,457,010 up to and including   192,114,952, to be issued in respect of the Special Voting Shares with   numbers 898,561 up to and including 900,000 and 191,457,010 up to and   including 192,114,952.
    
	
 
    	
 
    	
 
    
	
Initial   Issue DRs 3
    	
 
    	
190,974,069 DRs,   numbered 417,061 up to and including 898,560 and 192,114,953 up to and   including 412,114,952, to be issued in respect of the Special Voting Shares   with numbers 417,061 up to and including 898,560 and 192,114,953 up to and   including 412,114,952.
    
	
 
    	
 
    	
 
    
	
Ordinary   Shares
    	
 
    	
The Ordinary Shares   1, the Ordinary Shares 2 and the Ordinary Shares 3 collectively.
    
	
 
    	
 
    	
 
    
	
Ordinary   Shares 1
    	
 
    	
190,974,069 ordinary   shares in the capital of the Company, having a nominal value of five eurocent   (EUR 0.05) each, numbered 1 up to and including 417,060 and 900,001 up to and   including 191,457,009.
    


 

50











 

	
Ordinary   Shares 2
    	
 
    	
659,383 ordinary   shares in the capital of the Company, having a nominal value of five eurocent   (EUR 0.05) each, numbered 898,561 up to and including 900,000 and 191,457,010   up to and including 192,114,952.
    
	
 
    	
 
    	
 
    
	
Ordinary   Shares 3
    	
 
    	
220,481,500 ordinary   shares in the capital of the Company, having a nominal value of five eurocent   (EUR 0.05) each, numbered 417,061 up to and including 898,560 and 192,114,953   up to and including 412,114,952.
    
	
 
    	
 
    	
 
    
	
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.
    
	
 
    	
 
    	
 
    
	
Subscribers
    	
 
    	
CGP, Exito and Dutch   Holdco individually or jointly, as the case may be.
    


 

1.1                              Capitalised words and expressions not defined in this Deed shall have the meanings ascribed to them in the Special Voting Agreement.

 

1.2                              Words denoting the singular shall have a similar meaning when used in the plural and vice versa.

 

1.3                              Words denoting one gender shall include each other gender.

 

1.4                              No provision of this Deed shall be interpreted adversely against a Party solely because that Party was responsible for drafting that particular provision.

 

1.5                              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.

 

1.6                              The words “include”, “included” and “including” are used to indicate that the matters listed are not a complete enumeration of all matters covered.

 

1.7                              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.

 

51











 

AGREEMENT TO ISSUE DRS

 

Article 2

 

Subject to the conditions laid down in this Deed and in giving effect to its obligations under the Terms, the Voting Depository hereby agrees to issue under the condition precedent (opschortende voorwaarde) of the issuance of the Initial Issue Shares becoming unconditional:

 

a.                                      the Initial Issue DRs 1 to CGP;

 

b.                                      the Initial Issue DRs 2 to Exito;

 

c.                                       the Initial Issue DRs 3 to Dutch Holdco,

 

who hereby agree to accept the same from the Voting Depository under that same condition precedent.

 

ISSUANCE

 

Article 3

 

3.1                              In giving effect to its obligations under Article 2, subject to the Terms, and under the condition precedent (opschortende voorwaarde) of the issuance of the Initial Issue Shares becoming unconditional, the Voting Depository hereby issues:

 

a.                                       the Initial Issue DRs 1 to CGP;

 

b.                                       the Initial Issue DRs 2 to Exito;

 

c.                                        the Initial Issue DRs 3 to Dutch Holdco,

 

who whereby accept the same from the Voting Depository under that same condition precedent.

 

3.2                              The Initial Issue DRs have been issued (i) with the Company’s cooperation and (ii) subject to the Terms.

 

3.3                              Each Subscriber hereby accepts and confirms the applicability of the Terms (including explicitly the granting on each Subscriber’s behalf of the power of attorney referred to in article 5.7 of the Terms) and agrees to be bound by and act in accordance with the Terms.

 

DR REGISTER

 

Article 4

 

4.1                              Immediately following the execution of this Deed, the Voting Depository shall enter the issue of the Initial Issue DRs in the DR Register.

 

52











 

4.2                              By completing the section Notice Information on the signature page to this Deed, each Subscriber complies with its obligation to provide the relevant particulars referred to in article 3.3 of the Terms.

 

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)

 

53











 

Signature page to a deed of issue

 

	
Casino   Guichard-Perrachon S.A.
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Name
    	
:
    	
 
    	
 
    	
 
    	
 
    
	
Title
    	
:
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Notice Information
    	
 
    	
 
    	
 
    
	
Address:
    	
:
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
E-mail
    	
:
    	
 
    	
 
    	
 
    	
 
    
	
Attention
    	
:
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Almacenes   Éxito S.A.
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Name
    	
:
    	
 
    	
 
    	
 
    	
 
    
	
Title
    	
:
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Notice Information
    	
 
    	
 
    	
 
    
	
Address:
    	
:
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
E-mail
    	
:
    	
 
    	
 
    	
 
    	
 
    
	
Attention
    	
:
    	
 
    	
 
    	
 
    	
 
    


 

54











 

	
Marneylectro   B.V.
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
Name
    	
:
    	
 
    	
 
    	
 
    	
 
    
	
Title
    	
:
    	
 director A
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
Name
    	
:
    	
 
    	
 
    	
 
    	
 
    
	
Title
    	
:
    	
 director B
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Notice Information
    	
 
    	
 
    	
 
    
	
Address:
    	
:
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
E-mail
    	
:
    	
 
    	
 
    	
 
    	
 
    
	
Attention
    	
:
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Stichting   Cnova Special Voting Shares
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
Name
    	
:
    	
 
    	
 
    	
 
    	
 
    
	
Title
    	
:
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Name
    	
:
    	
 
    	
 
    	
 
    	
 
    
	
Title
    	
:
    	
 
    	
 
    	
 
    	
 
    


 

55









 

ANNEX F - DR DEED OF ISSUE

 

DEED OF ISSUE OF SPECIAL VOTING DEPOSITORY RECEIPTS

 

Dated                        

 

THE UNDERSIGNED

 

1.                                     [details Subscriber] (the “Subscriber”);

 

2.                                     Stichting Cnova Special Voting Shares, a foundation (stichting) under Dutch law, having its corporate seat in Amsterdam (address: 1118 BH Schiphol, Schiphol Boulevard 231 (the Netherlands), trade register number: 61668249) (the “Voting Depository”).

 

RECITALS

 

A.                                   The Subscriber is the holder of the Ordinary Shares.

 

B.                                   The Ordinary Shares qualify as Qualifying Shares.

 

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.

 

D.                                   In furtherance of the exercise of the Call Option by sending the above-mentioned Exercise Notice, and by private deed executed on [the date hereof], the Company issued [number] Special Voting Shares to the Voting Depository, numbered [number] up to and including [number] (the “Issued Special Voting Shares”).

 

E.                                   In giving effect to its obligations under the Special Voting Agreement, the Voting Depository shall hereby issue [number] DRs, numbered [number] up to and including [number] (the “Issue DRs”) to the Subscriber in respect of the Issued Special Voting Shares, all in accordance with the provisions of this Deed.

 

NOW HEREBY AGREE AND DECLARE AS FOLLOWS

 

DEFINITIONS AND INTERPRETATION

 

Article 1

 

1.1                              In this Deed the following definitions shall apply:

 

56











 

	
Deed
    	
 
    	
This deed of issue.
    
	
 
    	
 
    	
 
    
	
Issue   DRs
    	
 
    	
Has the meaning set out in the recitals.
    
	
 
    	
 
    	
 
    
	
Issued   Special Voting  Shares
    	
 
    	
Has the meaning set out in the recitals.
    
	
 
    	
 
    	
 
    
	
Ordinary   Shares
    	
 
    	
[number]   ordinary shares in the capital of the Company, having a nominal value of five   eurocent (EUR 0.05) each and numbered [number]   up to and including [number].
    
	
 
    	
 
    	
 
    
	
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.
    


 

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.

 

AGREEMENT

 

Article 2

 

Subject to the conditions laid down in this Deed and in giving effect to its obligations under the Terms, the Voting Depository hereby agrees with the Subscriber to issue the Issue DRs to the Subscriber who hereby agrees to accept the same from the Voting Depository.

 

57











 

ISSUANCE

 

Article 3

 

3.1                              In giving effect to its obligations under Article 2 and subject to the Terms, the Voting Depository hereby issues the Issue DRs to the Subscriber, who whereby accepts the same from the Voting Depository.

 

3.2                              The Issue DRs have been issued (i) with the Company’s cooperation and (ii) subject to the Terms.

 

3.3                              The Subscriber hereby accepts and confirms the applicability of the Terms (including explicitly the power of attorney referred to in article [5.7] of the Terms) and agrees to be bound by and act in accordance with the Terms.

 

DR REGISTER

 

Article 4

 

4.1                              Immediately following the execution of this Deed, the Voting Depository shall enter the issue of the Issue DRs in the DR Register.

 

4.2                              By completing the section Notice Information on the signature page to this Deed, the Subscriber complies with its obligation to provide the relevant particulars referred to in article [3.3] of the Terms.

 

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)

 

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Signature page to a deed of issue

 

	
[name Subscriber]
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
Name
    	
:
    	
 
    	
 
    
	
Title
    	
:
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
Notice Information
    	
 
    
	
Address:
    	
:
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
E-mail
    	
:
    	
 
    	
 
    
	
Attention
    	
:
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
Stichting   Cnova Special Voting Shares
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
Name
    	
:
    	
 
    	
 
    
	
Title
    	
:
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
Name
    	
:
    	
 
    	
 
    
	
Title
    	
:
    	
 
    	
 
    


 

59









 

ANNEX G - VOTING DEPOSITORY ARTICLES OF ASSOCIATION

 

60









 

ANNEX H - TERMS AND CONDITIONS

 

61









 

ANNEX I - 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, Marneylectro B.V., Marneylectro 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.

 

	
Yours faithfully,
    	
 
    
	
[name]
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
By:
    	
 
    
	
Title:
    	
 
    


 

62











 

ANNEX J - 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, Marneylectro B.V., Marneylectro 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 of the Terms.

 

63











 

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:
    	
 
    


 

64









 

ANNEX K - 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, Marneylectro B.V., Marneylectro S.à r.l. and Nova Pontocom Comércio Eletrônico S.A. dated [·] 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
    	
:
    	
 
    
	
Tel.
    	
:
    	
 
    
	
E-mail
    	
:
    	
 
    


 

65











 

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]
    	
 
    
	
By
    	
:
    	
 
    
	
Title
    	
:
    	
 
    
	
Date
    	
:
    	
 
    


 

66