RALLYE Investor Presentation May 2017 GROUP PRESENTATION AS AT - PowerPoint PPT Presentation

RALLYE Investor Presentation May 2017

GROUP PRESENTATION AS AT DECEMBER 31, 2016 Listed company RALLYE 51,1% of shares (1) 100% 63.7% of voting rights INVESTMENT PORTFOLIO Diversified investment Strategic asset Specialist in the sporting portfolio made up of both Among the global leaders in goods retail industry financial investments and the food retail industry real estate programmes (1) 0.8% of which held via an Equity Swap Rallye – Investor Presentation – May 2017 2

AGENDA RALLYE - Financing & Liquidity  Casino   Appendices Rallye – Investor Presentation – May 2017 3

NET FINANCIAL DEBT AS AT DECEMBER 31, 2016 Rallye’s net financial debt stood at € 2,899m as at December 31, 2016, versus € 2,968m at year end 2015 2,968 - € 69m 2,899 Bond debt Bond debt 1,864 1,709 560 Bank loans and Bank loans and 570 private placements private placements 323 Drawn credit lines Drawn credit lines 338 As at May 12, 2017 the Commercial paper outstanding amount of 353 Commercial paper 268 Other (1) 0 Other (1) commercial paper stood -16 Cash and cash -30 Cash and cash -73 equivalents at € 511m equivalents Dec. 31, 2015 Dec. 31, 2016 (1) Other : Accrued interest and IFRS restatements Rallye – Investor Presentation – May 2017 4

A CONTROLLED BOND DEBT SCHEDULE: NO REDEMPTION BEFORE OCTOBER 2018 Bond redemption schedule Total: € 1,709m (1) In € millions 465 445 70 300 300 200 375 2017 2018 2019 2020 2021 2022 2023 Bond exchangeable into Casino shares: investor put on October 2, 2018 Non-dilutive bond exchangeable into Casino shares Bond denominated in Swiss francs (2) As at December 31, 2016, the average maturity of Rallye’s bond debt is 3.4 years. Rallye reinforced its liquidity through new sources of financing: - Issuance in October 2016 of an non-dilutive exchangeable bond for € 200m. The dilution is hedged by the acquisition of call options on Casino shares. The bond has a coupon of 5.25% and matures in February 2022 - Issuance in November 2016 of a first CHF 75m bond maturing in November 2020 at a cost in euro well below the coupon of Rallye’s Euro Bond redeemed in November 2016 (1) Bonds and commercial paper are not subject to asset pledges (2) The currency impact has been hedged at issuance for the duration of the bond Rallye – Investor Presentation – May 2017 5

A CONTROLLED NON-BOND DEBT SCHEDULE: NO REDEMPTION BEFORE 2018 Bank loans and private placements redemption schedule Total: € 560m (1) In € millions 200 150 110 50 50 2017 2018 2019 2020 2021 2022 Private placement As at December 31, 2016, the average maturity of Rallye’s non-bond debt is 3.6 years. (1) As at 12/31/2016, € 250m of bank loans are subject to Casino share pledges Rallye – Investor Presentation – May 2017 6

A STRONG LIQUIDITY POSITION, WITH € 1.8bn OF CONFIRMED CREDIT LINES, OF WHICH € 1.5bn UNDRAWN Confirmed credit lines maturity schedule Total: € 1,820m (1) In € millions 783 390 300 257 90 2017 2018 2019 2020 2021 2022 2023 The average maturity of the € 1,820m confirmed credit lines is 4 years: - In 2016, Rallye has extended the maturity of more than € 850m of credit lines - Confirmed credit lines are contracted with about twenty different banks (1) € 1.45bn of which are subject to Casino share pledges, only when drawn. As at 12/31/2016, € 260m of drawn credit lines required Casino share pledges Rallye – Investor Presentation – May 2017 7

CLOSE TO € 2.8bn OF ASSETS AS AT DECEMBER 31, 2016, OF WHICH € 2.6bn OF LISTED ASSETS Net debt coverage by assets Net asset value computation as at 12/31/2016 x 0.96 In € millions 2,899 Number of Price Revalued 2,781 shares in € assets in € m (1) Casino 2,586 45.59 € 56,714,263 (2) Other assets 196 Of which Investment Portfolio 71 Casino 2,586 Of which Go Sport Group (3) 102 Of which other 23 Revalued assets 2,781 Other assets 196 Revalued assets NFD Net financial debt 2,899 as at 12/31/2016 As at May 12, 2017, the ratio of net debt coverage by assets stood at 1.15 x (4) (1) Listed assets valued at closing price as at 12/31/2016 and non-listed assets valued at their fair value as at 12/31/2016 (2) Of which 15.1m Casino shares pledged as at 12/31/2016 (3) Valued at delisting price of € 9.10 per share (4) Casino’s share price as at May 12, 2017 ( €53.62) plus Casino’s final dividend (€ 1.56) paid on May, 2017, divided by Rallye’s net financial debt as at December 31, 2016 Rallye – Investor Presentation – May 2017 8

A POSITIVE CASH-FLOW EQUATION IN 2016 - Rallye’s net financial debt improved by € 69m in 2016, at € 2,899m, compared to € 2,968m at the end of 2015 - Rallye’s recurring cash-flow equation (1) was positive in 2016, at + € 29m vs - € 74m in 2015, thanks to: - Continuing optimization of Rallye’s net financial cost compared to 2015 - Lower holding costs through the optimization of all operating expenses - A new dividend policy for Casino including an interim dividend payment (2) In €m 2015 2016 Net financial debt at 01/01 (2 798) (2 968) Net financial cost (A) (134) (130) Of which Rallye cost of net financial debt (112) (105) Of which cost of bank lines and issue costs (21) (19) Holding costs (B) (21) (17) Dividends paid by Rallye (C) (89) (89) Dividends received from Casino (D) 171 265 Recurring cash-flow equation (A + B + C + D) (74) 29 Net cash-in on investment portfolio divestments 46 25 Purchase of Casino shares (126) 0 Other (16) 16 Net financial debt at 12/31 (2 968) (2 899) Rallye will continue to improve its recurring cash-flow equation through constant optimization of its financial and holding cost, and through an adjusted dividend policy (1) Dividends paid by Casino, net of dividends paid by Rallye, of net financial cost, and holding costs (2) Payment requiring a decision from Casino’s Board of Directors Rallye – Investor Presentation – May 2017 9

AN ADJUSTED DIVIDEND POLICY • In order for Rallye to maintain a positive recurring cash-flow equation, the General Annual Meeting held on May 10, 2017 voted an adjusted dividend policy for the company : - Rallye will pay a 2016 dividend of € 1.40 per share (vs € 1.83 for 2015), to be paid on June 9, 2017 - Shareholders will be able to opt for payment of the dividend in shares • Rallye’s reference shareholder Foncière Euris already announced it will opt for payment of the dividend in shares. This adjusted dividend, and the option to pay it in shares, will allow Rallye to continue the decrease in its net financial debt initiated in 2016, through a positive recurring cash-flow equation Rallye – Investor Presentation – May 2017 10

COVENANTS INDEPENDENT FROM CASINO’S SHARE PRICE AND MET WITH AMPLE HEADROOM AT YEAR END 2016  There are no covenants on Rallye’s bond documentation nor on Rallye’s commercial paper program  Rallye’s bank documentation does not include any covenant or step-up clause linked to Rallye’s NAV, Rallye’s net debt coverage by assets ratio nor Casino’s share price or rating  The only covenants on Rallye’s bank debt (drawn or undrawn) are the following: Consolidated EBITDA / consolidated cost Standalone equity of Rallye SA of net financial debt > 2.75 (statutory accounts) > € 1.2bn Standalone equity of Rallye SA 12/31/2016 as at December 31 (m € ) In € m 1,710 3.93 x 1,732 2.75 x 1,200 435 EBITDA Cost of net Covenant 2016 financial Covenant 2016 debt Calculated twice a year at 06/30 on a LTM basis and at 12/31 Calculated once a year at year-end Can be read directly in Rallye’s consolidated financial statements Can be read directly in Rallye’s unconsolidated financial statements Rallye – Investor Presentation – May 2017 11

FURTHER DECREASE OF RALLYE’S COST OF NET FINANCIAL DEBT IN 2016 Over the last semesters, Rallye replaced the majority of its most expensive financing by cheaper resources  In 2016, Rallye carried on the optimization of its financial costs by arbitrating between available resources  Buyback of € 35m of bonds maturing in 2021  Signing of bank financings at a reduced cost compared to bonds  Bond issuance in Swiss francs in November 2016 at a cost in euro well below the coupon of Rallye’s Euro Bond  redeemed in November 2016 Evolution of Rallye’s cost of net financial debt ( € m) 188 165 112 105 2013 2014 2015 2016 Rallye’s cost of net financial debt stood at € 105m in 2016 compared to € 112m in 2015. In 3 years, Rallye has reduced its cost of net financial debt by approximately 45% Rallye – Investor Presentation – May 2017 12

AGENDA RALLYE - Financing & Liquidity  Casino  Appendices  Rallye – Investor Presentation – May 2017 13