Acquisition of Grupo BIG

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Grupo Carrefour Brasil

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Grupo Carrefour Brasil

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March 24th, 2021

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#100 Grupo Carrefour Brasil Acquisition of Grupo BIG March 24th, 2021#2Disclaimer This document contains both actual figures and assessments of expectations about operational and financial results. These are based on Grupo Carrefour Brasil management's current views and assumptions. Such statements are not guarantee of future performance. Actual results or performances may differ materially as a result of a number of risks and uncertainties, including but not limited to the risks described in the documents filed with the CVM (Brazilian Securities Commission) in particular the Reference Form. The Company does not assume any obligation to update or revise any of these analyses in the future. ☑IR Contact Sébastien Durchon Vice-President of Finance (CFO) and Director of Investor Relations Natália Lacava Investor Relations Director Ludimila Aielo | Victor Bento Investor Relations Specialists Telephone: +55 11 3779-8500 [email protected] http://ri.grupocarrefourbrasil.com.br/en/ 2#3Table of Contents 1 Executive Summary Grupo BIG at a glance A transformational transaction for Grupo Carrefour Brasil 4 High value creation for all our stakeholders 5 Transaction Highlights Key Takeaways 3#4Executive Summary 4#51 A unique opportunity to enhance and expand our ecosystem ATACADÃO Carrefour bain Carrefour express A compelling strategic rationale .com Carrefour banco carrefour property Carrefour market 2 An operation benefiting all stakeholders C++ Maxi ATACADO GRUPO BIG BIG BIG Nacional b bompreço Super bompreço Sam's CLUB TodoDia Preço baixo perto de você. ✓ Strong geographic complementarity between the two players, with combined revenues of ~R$100bn ✓ Addition of a high-growth potential format with Sam's Club ✓ Larger variety of products and services to more customers at even more competitive prices ✓ Additional investments and job creation across the country with store conversions and expansion 3 ✓ Attractive enterprise value of R$7.0bn (pre-IFRS16) Attractive value creation ✓ Significant annual synergies expected to reach R$1.7bn three years after closing 5#62 Grupo BIG at a glance 6#7Grupo BIG is a strategic player in Brazilian food retail... Key Operational Data FY 2020 387 stores • R$21.7bn of net sales . R$0.9bn of adjusted EBITDA • 41,000 employees 15 distribution centers and 6 wholesale centers (B2B) 13 gas stations 47% of stores owned (vs. 53% rented) Current Shareholding Structure Advent International GLOBAL PRIVATE EQUITY 81% Walmart GRUPO BIG 19% 1. Post-IFRS 16 basis Geographic Footprint² South: 133 stores 34% 18% 48% Northeast: 185 stores Southeast and Midwest: 69 stores % of total number of stores 2. Number of stores shown excludes gas stations and wholesale centers 7#8operating banners with high customer recognition Data as of Dec/20 Format Club Hypermarkets Supermarkets Proximity Cash & Carry Banner Sam's BIG BIG CLUB bompreco Nacional b Super bompreço Positioning Premium # of stores % of total net sales Addition to Grupo Carrefour Brasil2 Mainstream TodoDia Preço baixo perto de você Maxi ATACADO Mainstream Soft Discount Discount 35 - 1071 - 99 21% 52% 1 97 49 ~ x2 in number New format of stores ~ 3x in number of stores (with strong regional brands) New format 1. 16 hypermarkets are currently closed in order to be converted 2. Subject to changes per format depending on number of conversions 27% ~ +25% in number of stores 8#9" Sam's Club is a unique format with a premium value proposition and significant growth potential Format Specifics Membership-only warehouse chain operated under a licensing agreement with Walmart. It sells a variety of bulk grocery items, electronics & home goods, with limited overlap vs. our existing formats Focused on A-B social classes Not comparable to Cash & Carry / Hypermarket formats (limited and premium product mix, with relevant offering of private label goods) Unique products distributed only by Sam's Club with a high share of imported goods (textile, wines etc.) Good store locations within large metropolitan areas and city centers Growth Potential (# of stores) 2m members Key Operational Metrics المما R$340 average basket (vs. R$140 at Carrefour Hypermarkets) R$23,000 net sales per sqm Adj. EBITDA margin > other formats Addressable Market 11.4m - (5%) A Market potential 21.5m - (10%) 50.1m- (25%) 95-125 60-90 35 61.9m (29%) D 65.2m (31%) - E Current portfolio Potential expansion Resulting portfolio B } More than 30m people part of the A-B population Margin for customer acquisition improvement is significant 2019 (210.1 million people in Brazil) Source: Getulio Vargas Foundation (FGV) and Locomotiva Survey 9#10An improving financial trajectory GRUPO BIG HAS INITIATED A PROCESS OF TRANSFORMATION SINCE ITS ACQUISITION BY ADVENT IN 2018 ✓ Hiring of a very experienced management team ✓ Immediate closure or sale of non-profitable stores ✓ Sustained pace of conversions of some hypermarkets to Club and Cash & Carry formats, increasing sales density ✓ Renovation & modernization of stores (starting with Hypermarket and Cash & Carry formats) ✓ Improvement of commercial model and centralization of purchases ✓ Improved offering of perishable products ✓ Increased cost savings at store and HQ levels (improvement of operational efficiency) Same Store Sales Growth Renovated Hypermarkets 100 Pre-Renovation 117 Post-Renovation Same Store Sales Growth Conversions to Cash & Carry 100 Pre-Conversion Note: Pre-Conversion from Sep/18 - May/19, Post-Conversion from Sep/19 - May/20 315 Adj. EBITDA¹ (R$m) and EBITDA margin (%) 1.8% 4.3% 378 928 Post-Conversion FY 2019 FY 2020 10 1. Post-IFRS 16#11Grupo BIG also owns valuable property assets 粉 I HIGH ASSET QUALITY & STORE LOCATIONS ✓ Excellent store conditions especially for Cash & Carry and Hypermarkets thanks to recent store renovation program ✓ Supermarkets to be refurbished in 2021/2022 ✓ Valuable and qualitative store locations across regions in the country SIZEABLE REAL ESTATE PORTFOLIO ✓ Close to half of Grupo BIG's stores are owned which is in line with Grupo Carrefour Brasil's long-term strategy of securing real estate assets (vs ~75% for CRF) ✓ 38 additional owned sites for further store openings or other purposes 100% % of stores refurbished Hypermarkets 88% Cash & Carry 97% Supermarkets Note: Supermarket renovations to reach this level until closing. $5 A STRONG PROPERTY BACKBONE WORTH - R$7bn¹ Real estate value, including land and construction, close to EV paid ✓ Additional value to be explored in selected assets through further development of key locations 1. Based on external appraisals 11#12A transformational transaction for Grupo Carrefour Brasil 12#13The combination of two complementary players will result in ~R$100bn sales and R$50bn billings in banking business Carrefour North 4 8 Northeast 13 Midwest 248 86 Southeast 10 South 489 Stores + GRUPO BIG North Combined network Northeast 4 160 19 Midwest 31 Southeast South 108 22 387 Stores Multi-retail stores Cash & Carry Club North 17 24 Midwest Northeast 16873 279 94 Southeast South 11846 876 Stores Grupo Carrefour Brasil is mostly present in the Southeast while Grupo BIG is focused on the Northeast and South Note: Figures as of Dec/20 for stores only (excl. gas stations, drugstores and wholesale centers) 13#14Grupo Carrefour Brasil already has a powerful, omnichannel and integrated ecosystem... B2B R$31bn Professional Customers A ATACADÃO R$ 51.8 bn B2C R$20.8bn B2C E Cotabest B2B 8.2m credit cards ENY Co Atacadão Card Off Us R$ 6.5 bn Carrefour Card Off Us R$ 20.3 bn Sellers Carrefour banco R$ 38.2 bn Note: 2020 figures EWALLY On us R$11.1 bn 288 45m customers' Other products R$0.3bn Acquiring 1. Clients having made a purchase in one of our stores at least once in 2020 Tenants carrefour property R$ 22.9 bn click & retire loja Carrefour posto Carrefour drogaria Carrefour bairro Carrefour express Carrefour market EXCLUSIVO click & retire Sellers meu drive <H.com GMV R$ 3.3 bn 290M e-commerce visits 1.9m users Propz Cornershop Rappi 14#15which maximizes monetization and significantly increases customer lifetime value ■ With a single visit in one of our hypermarkets, this client brings R$662 in volume across our ecosystem¹ ■ Thanks to a high purchase frequency focused on groceries, we manage to cross- sell other services easily and drive up customer monetization Customer subscribes to our mobile app: R$50 in purchases through targeted promotions 5 冠 Customer decides to use our e- commerce channel: +R$100 in GMV generated 1 Customer goes grocery shopping in our Pamplona hypermarket in SP: R$200 in sales Customer stops by at a Carrefour gas station on his way out: +R$100 in fuel 2 匠 Customer pays with Carrefour credit card: +R$200 in billings B5 Customer shops at a clothing store in our shopping center: +R$12 in rent paid by the store 1. For illustration purposes 15#169 5 This addition of Grupo BIG's stores, banners and customers to our ecosystem will make it stronger and more comprehensive Grupo Carrefour Brasil has strong business foundations... 1 One of the leaders in the Brazilian food retail sector and Grupo BIG will help us reinforce them ✓ ~400 stores in complementary geographies and ~R$25bn in additional revenues 2 A well-balanced and comprehensive omnichannel ecosystem 3 A track record of resilient and improved profitability, whatever the context $ Banco Carrefour, a key asset in our ecosystem driving further sales and profit High traffic and natural purchase recurrence from the food segment, a unique cornerstone on which to build A fast-growing e-commerce platform with proven expertise ✓ 2 new formats (Club and Soft Discount) added to our network, increasing our reach to all Brazilians across the country ✔ Grupo BIG's improving financial performance will strengthen our resilience going forward Grupo BIG currently outsources its consumer finance business to Itaú (Hipercard). Internalizing it within Banco CSF will unlock significant value Broadened customer base with over 15m Grupo BIG clients, notably with high purchasing power (Sam's Club, Supermarket) likely to contribute with a high Share of Wallet ✓ Our increased capillarity with Grupo BIG will drive up penetration rates and provide physical support to our logistic network 16#174 High value creation for all our stakeholders 17#18The transaction will greatly benefit Brazilian consumers... We have been protecting and improving the purchasing power of our customers... » Atacadão & Carrefour have best-in-class models in, respectively, Cash & Carry and Hypermarkets » We offer the lowest prices across the food retail market Consumers 1. Carrefour Price Index Price Index as of Dec/201: 103 101 100 Atacadão Player A 107 103 100 Player B Carrefour Player A Player B making their lives easier and better » High level of services inside and outside our stores, thanks to our well-trained employees and state-of-the-art infrastructure » Fully integrated omnichannel experience through our stores, e-commerce offers, instant delivery, partnerships, unified app and loyalty program » Quality and healthy products from local and carefully selected suppliers ("Act for Food") as well as our private label or exclusive brands' SKUs 18#19as well as Brazilian society as a whole Brazilian state Brazilian society The transaction will result in new investments & jobs... » Higher investments: Grupo Carrefour Brasil invested ~R$15bn since 2019, including this transaction. Additional capex will be dedicated to store conversions and expansion of Sam's Club footprint » Significant job creation: Grupo Carrefour Brasil created 7,000 jobs in 2020 despite Covid. Additional jobs to be created directly with store openings across the country (openings of 60 additional Sam's Club stores would create ~8,000 additional jobs), as well as indirectly through suppliers, service providers etc. » Revenue for the Brazilian public treasury: Grupo Carrefour Brasil generated R$6.3bn of ICMS and R$3.5bn of PIS/COFINS taxes from operations in 2020, to be increased with relevant revenue synergies and incremental volumes from Grupo BIG as well as in the extension of all our ESG commitments Act for food: we are committed to promoting better food for all at fair prices » Concrete actions against food waste, food donations to vulnerable populations, promotion of local suppliers adopting sustainable practices (100% of meat suppliers monitored), among others » Environmental measures: waste collection, recyclable packaging, reduction in energy consumption & CO2 emissions (-19% in 2020 vs. 2019) and forest preservation (initiatives in favor of the Amazon) » Strong commitment against COVID-19 with the highest standards in the Brazilian market Fight against discrimination and promote diversity (63% of employees are black or colored) 19#20The transaction is expected to generate very significant annual synergies for our shareholders (~R$1.7bn in 3 years) میرا ༣། Increase sales density & thus profitability via conversion of Maxxi stores to Atacadão banner and BIG/Bompreço hypermarkets either to Atacadão, Sam's Club or Carrefour banners Revenue Synergies Financial services gains from rolling-out Banco CSF credit card offerings and other financial products, both B2C and B2B, to the acquired store network I Rely on Grupo BIG's footprint to increase our e-commerce penetration in Brazil to reach our digital goals (currently no 1-P e-commerce platform at Grupo BIG) % Optimization of overhead costs and indirect expenses, while maintaining the independent Sam's Club structure Cost Synergies m Improving sourcing conditions to drive up profitability Supply chain synergies with optimization of logistics operations as well as increased transportation efficiency 20#21Upside potential from the significant performance gap between Grupo BIG and Grupo Carrefour Brasil BIG Hypermarkets Data for FY20 Hypermarkets Maxi WATACADO ATACADÃO اپیما +67% +61% Net Sales/sqm R$12k/sqm R$20k/sqm R$23k/sqm R$37k/sqm Network increase 107 stores $ EBITDA # of stores # of stores + 100 stores 49 stores + 206 stores 4.3% of net sales¹ 8-10% of net sales 4.3% of net sales¹ 7-8% of net sales Source: Grupo Carrefour Brasil, Grupo BIG's financial statements 1. Consolidated EBITDA margin 21#22A clear integration plan for Grupo BIG's banners... Club Sam's CLUB Hyper BIG BIG bompreço Nacional Super b Super bompreço Soft Discount TodoDia Preço baixo perto de você. Post Integration A Sam's CLUB Sam's Club will maintain independent operations because of its unique format. We see significant upside through model optimization and organic expansion. ATACADÃO Sam's BIG and Bompreço hypermarkets will either be converted to the Carrefour, Atacadão or Sam's Club banners, depending on their location and potential. ➤ The implementation of our model will enable a quick improvement of both topline and bottom line. Nacional b Super bompreço Nacional and Super Bompreço banners will be maintained due to their local footprint (in the South for Nacional and in the Northeast for Bompreço). ➤ However, we shall use some elements of Carrefour's branding (such as the "C" in our logo) in conjunction with legacy brands. TodoDia Preço baixo perto de você. ➤ Todo Dia is a soft discount proximity format which is not a segment currently operated by Grupo Carrefour Brasil. ➤ We plan to maintain the banner, capitalizing on this new discount format. ATACADO A ATACADÃO Cash & Carry Maxi ➤ Given the performance gap between Maxxi and Atacadão, the strategy will be to convert the stores to our banner and implement our model. 22#23in order to strengthen and leverage our ecosystem Maxi _ ATACADO ➤ Unique & premium format, new to our ecosystem Cotabest Sam's CLUB 45m customers Nacional B Super 888 EXCLUSIVO meu BIG BIG 6ompreço TodoDia bompreço Increase our hypermarket network Reinforce our supermarket segment with relevant regional players (Nacional & Bompreço) and proximity with Todo Dia ➤ Connect them all through our loyalty program, Meu Carrefour +25% in number of stores: Acceleration equivalent to more than 2 years of expansion ➤ Increase sales density and cost dilution ➤ Integrate acquired stores into our B2B e-commerce, operated by Cotabest ATACADÃO W ➤ Unlock significant value through our credit card offering & new products to come (such as digital wallets offered by Ewally) ➤ Leverage on existing credit portfolio of Hipercard Hipercard Carrefour banco GRUPO BIG Over 15m customers <H.com Further develop e-commerce thanks to increased capillarity: New clients especially in the Northeast and in the South to benefit from our very comprehensive offering (food and non food assortment through our 1-P platform, marketplace and partners) EWALLY COOK The acquisition will enable us to capture a higher Share of Wallet from customers, building on our food-oriented relationship and cross-selling our products & services 23#245 Transaction Highlights 24#25A very attractive transaction structure, designed to align both parties' interests... % TO BE ACQUIRED 100% of Grupo BIG's share capital (Advent selling its full 81% stake and Walmart Inc. its 19% stake) PRICE REFERENCE R$7.0 billion of Enterprise Value (pre-IFRS 16) EPS accretion expected from year 1 after closing FORM AND TERMS OF PAYMENT 70% in cash and in 30% shares, illustrative on the basis of a R$7.5bn Equity Value: R$5.25bn in cash, o/w R$900m of upfront payment and R$4.35bn at closing R$2.25bn in shares with a 6-month lock-up (~117m shares issued at R$19.26 per share) Additional cash payment based on share appreciation¹ FINANCING Cash portion (R$5.25bn) financed through a combination of available cash & debt to be raised before closing No impact expected on our AAA credit rating CONDITIONS TO CLOSING Transaction subject to CADE's approval 1. Additional cash payment based on the following formula: CRFB's share appreciation (in R$) between signing and 6 months post-closing, multiplied by a factor of 20 million 25#26...through a 30% stock component in the offer and an additional cash payment based on our share's appreciation The mix of cash and stock (70/30) intends to reach the following: 1 At signing 2 Advent / Walmart and Grupo Carrefour Brasil believe that: CRFB's share price has growth potential on a standalone basis • The transaction will unlock significant additional value Between signing and closing Natural sharing of risks & opportunities between sellers & buyer during this period Strong alignment of interests at a key moment in light of the expected signing-to-closing period The stock component will support business performance of Grupo BIG and incentivize management 3 After closing • Advent & Walmart accepted to become a significant shareholder of Grupo Carrefour Brasil (~5.6%), a sign of confidence in the growth potential of our Group Limited impact of the transaction on our balance sheet: Net debt / EBITDA to remain below 1.5x (pre- IFRS 16) Post-acquisition integration: Strong incentive for a quick capture of synergies 26#27Post-transaction shareholding structure Grupo Carrefour Brasil Current Shareholding Structure 7.7% 71.6% 10 20.7% Grupo Carrefour Brasil Pro-Forma Shareholding Structure 5.6% 19.5% 7.2% 67.7% ■Carrefour SA Peninsula Free Float ■Carrefour SA Peninsula Advent & Walmart Free Float 27#28Key Takeaways 28#29A transformational deal for Grupo Carrefour Brasil A milestone to accelerate growth & profitability A high potential model, Sam's Club, to complement our ecosystem A smooth & quick integration with low execution risk A value accretive transaction for all stakeholders Sam's CLUB ✓ Acquisition of over 15m clients to reinforce our comprehensive footprint across formats and regions ~ 400 additional stores and wider network for e-commerce, financial services and all our products & services ✓ Sam's Club is a unique premium format focused on higher purchasing power clients, in which Grupo Carrefour Brasil is not present ✓ We foresee very significant growth potential for expansion in the future ✓ Our ecosystem will be more comprehensive by increasing our addressable market A clear integration plan and experienced teams to carry out the integration ✓ Post-merger strategy aimed at quickly implementing our best- in-class models and maximizing synergies ✓ Integrate teams, leverage human resources and top stakeholders ✓ Potential to significantly increase revenues and cost efficiency ° +R$1.7bn of expected synergies in 3 years 血 ✓ Significant benefits for consumers & Brazilian society as a whole 29

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