AGREEMENT BETWEEN CASINO AND MR DINIZ
PARIS -- September 6, 2013
On the date hereof Casino Guichard-Perrachon (Paris:CO), the controlling
shareholder of the Company (“Casino”), and Mr.Abilio Diniz have, together
with its related parties, entered into a Private Settlement and Waiver
Agreement (“Settlement Agreement”) under which the parties agreed to settle
any and all disputes, complaints or claims related to their partnership in
Brazil, namely as shareholders of Wilkes Participações S.A. (“Wilkes”) and
CBD. Among other provisions contained therein, the Settlement Agreement
(a) Share Swap: Casino and its affiliates (“Casino Group”) will exchange
19.375 million preferred shares issued by CBD it owns in consideration for the
19.375 million common shares issued by Wilkes currently owned by the group led
by Mr. Abilio Diniz (“AD Group”). The transfer of 11,229,075 shares is subject
to the previous authorization from Conselho Administrativo de Defesa
(b) Termination of Agreements: The Settlement Agreement also provides for the
immediate termination of the agreements firstly entered into by Casino Group
and AD Group, such as the Wilkes Shareholders Agreement, CBD Shareholders
Agreement and the Conditional Put Option Agreement.
(c) Resignation of Directors: The AD Group delivered to the Board of Directors
of CBD, the following resignation letters: (a) resignation letter of Mr.
Abilio Diniz as Chairman of the Board of Directors of CBD, as well as member
of the Human Resources and Compensation Committee, (b) resignation letter of
Mr. Abilio Diniz as director of Wilkes; (c) the resignation letters of the
other two (2) persons appointed by the AD Group as members of the Board of
Directors of CBD, as well as members of CBD’s special committees.
(d) AD Group rights as shareholders of CBD: As a result of the share swap
mentioned above, neither the AD Group nor Mr. Abilio Diniz will hold any
shareholder right different than those granted by Brazilian Corporation Law to
(e) Ongoing Arbitration Proceedings and other claims: Also as a consequence of
the mutually agreed settlement, the parties filed with the ICC a petition
seeking the termination of all the existing ICC Arbitration Proceedings No.
ICC 17977/CA (C-18055 /CA) and 19165/CA. The parties also agreed to terminate
any and all pending claims against each other or any other third party (in
connection with the parties’ disagreements), as well as agreeing not to bring
any action or file any complaint against the other party based on rights set
forth in any of the agreements prior executed by the parties or based on
understandings of the parties prior to the date hereof.
(f) Non-Compete: With regards to the non-compete obligation originally
established in Sections 14.3 and 14.3.1. of the Wilkes Shareholders Agreement,
in view of the Settlement Agreement, the AD Group was released from any and
all obligation contemplated on such matter.
(g) Real Estate: The real estate contractual framework, under which the AD
Group acquired from and leased back to CBD 60 stores since 2005, to which CBD
is a party, shall remain in full force.
ANALYST AND INVESTOR
Régine GAGGIOLI, +33 (0)1 53 65 64 17
+33 (0)1 53 65 64 18
GROUP EXTERNAL COMMUNICATION DEPARTMENT
Aziza BOUSTER, +33 (0)1 53 65 24 78 / +33 (0)6 08 54 28 75
Grégoire LUCAS, +33 (0)6 71 60 02 02
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