Statement of Beneficial Ownership (sc 13d)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No._______ )*

Cnova N.V.

(Name of Issuer)

Ordinary shares, par value €0.05

(Title of Class of Securities)

N20947 102

(CUSIP Number)

Jean-Yves Haagen

 Casino, Guichard-Perrachon

148, rue de l’Université

75007 PARIS, France

With copies to:

Adam O. Emmerich, Esq.		Colin J. Diamond, Esq.
Wachtell, Lipton, Rosen & Katz  51 West 52nd Street  New York, NY 10019  [phone]		White & Case LLP 1155 Avenue of the Americas New York, New York 10036 [phone]

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

February 1, 2017

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ☐ .

Note : Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person ’ s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “ filed ” for the purpose of Section 18 of the Securities Exchange Act of 1934 ( “ Act ” ) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes ).

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CUSIP No. N20947 102
	1	Name of Reporting Person   I.R.S. Identification Nos. of above persons (entities only).   Casino, Guichard-Perrachon S.A.
	2	Check the Appropriate Box if a Member of a Group
		(a)		☐
		(b)		☐
	3	SEC Use Only
	4	Citizenship or Place of Organization   France
Number of Shares Beneficially Owned by Each Reporting Person With			5		Sole Voting Power   0.  (See Schedule B).
			6		Shared Voting Power   340,665,252.   (See Schedule B).
			7		Sole Dispositive Power   0.  (See Schedule B).
			8		Shared Dispositive Power   340,665,252.  (See Schedule B).
	9	Aggregate Amount Beneficially Owned by Each Reporting Person   340,665,252.  (See Schedule B).
	10	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares ☐
	11	Percent of Class Represented by Amount in Row (9)   98.89%.   (See Schedule B).
	12	Type of Reporting Person   CO

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CUSIP No. N20947 102
	1	Name of Reporting Person   I.R.S. Identification Nos. of above persons (entities only).   Companhia Brasileira de Distribuição Netherlands Holding B.V.
	2	Check the Appropriate Box if a Member of a Group
		(a)		☐
		(b)		☐
	3	SEC Use Only
	4	Citizenship or Place of Organization   The Netherlands
Number of Shares Beneficially Owned by Each Reporting Person With			5		Sole Voting Power   0.  (See Schedule B).
			6		Shared Voting Power   117,303,664.   (See Schedule B).
			7		Sole Dispositive Power   0.  (See Schedule B).
			8		Shared Dispositive Power   117,303,664.  (See Schedule B).
	9	Aggregate Amount Beneficially Owned by Each Reporting Person   117,303,664.  (See Schedule B).
	10	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares ☐
	11	Percent of Class Represented by Amount in Row (9)   34.05%.   (See Schedule B).
	12	Type of Reporting Person   CO

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CUSIP No. N20947 102
	1	Name of Reporting Person   I.R.S. Identification Nos. of above persons (entities only).   Almacenes Éxito S.A.
	2	Check the Appropriate Box if a Member of a Group
		(a)		☐
		(b)		☐
	3	SEC Use Only
	4	Citizenship or Place of Organization   Colombia
Number of Shares Beneficially Owned by Each Reporting Person With			5		Sole Voting Power   0.  (See Schedule B).
			6		Shared Voting Power   117,963,047.   (See Schedule B).
			7		Sole Dispositive Power   0.  (See Schedule B).
			8		Shared Dispositive Power   117,963,047.  (See Schedule B).
	9	Aggregate Amount Beneficially Owned by Each Reporting Person   117,963,047.  (See Schedule B).
	10	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares ☐
	11	Percent of Class Represented by Amount in Row (9)   34.24%.   (See Schedule B).
	12	Type of Reporting Person   CO

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CUSIP No. N20947 102
	1	Name of Reporting Person   I.R.S. Identification Nos. of above persons (entities only).   Companhia Brasileira de Distribuição
	2	Check the Appropriate Box if a Member of a Group
		(a)		☐
		(b)		☐
	3	SEC Use Only
	4	Citizenship or Place of Organization   Brazil
Number of Shares Beneficially Owned by Each Reporting Person With			5		Sole Voting Power   0.  (See Schedule B).
			6		Shared Voting Power   117,303,664.   (See Schedule B).
			7		Sole Dispositive Power   0.  (See Schedule B).
			8		Shared Dispositive Power   117,303,664.  (See Schedule B).
	9	Aggregate Amount Beneficially Owned by Each Reporting Person   117,303,664.  (See Schedule B).
	10	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares ☐
	11	Percent of Class Represented by Amount in Row (9)   34.05%.   (See Schedule B).
	12	Type of Reporting Person   CO

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CUSIP No. N20947 102
	1	Name of Reporting Person   I.R.S. Identification Nos. of above persons (entities only).   Companhia Brasileira de Distribuição Luxembourg Holding S.à.r.l
	2	Check the Appropriate Box if a Member of a Group
		(a)		☐
		(b)		☐
	3	SEC Use Only
	4	Citizenship or Place of Organization   Luxembourg
Number of Shares Beneficially Owned by Each Reporting Person With			5		Sole Voting Power   0.  (See Schedule B).
			6		Shared Voting Power   117,303,664.   (See Schedule B).
			7		Sole Dispositive Power   0.  (See Schedule B).
			8		Shared Dispositive Power   117,303,664.  (See Schedule B).
	9	Aggregate Amount Beneficially Owned by Each Reporting Person   117,303,664.  (See Schedule B).
	10	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares ☐
	11	Percent of Class Represented by Amount in Row (9)   34.05%.   (See Schedule B).
	12	Type of Reporting Person   CO

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CUSIP No. N20947 102
	1	Name of Reporting Person   I.R.S. Identification Nos. of above persons (entities only).   Euris S.A.S
	2	Check the Appropriate Box if a Member of a Group
		(a)		☐
		(b)		☐
	3	SEC Use Only
	4	Citizenship or Place of Organization   France
Number of Shares Beneficially Owned by Each Reporting Person With			5		Sole Voting Power   0.  (See Schedule B).
			6		Shared Voting Power   340,665,252.   (See Schedule B).
			7		Sole Dispositive Power   0.  (See Schedule B).
			8		Shared Dispositive Power   340,665,252.  (See Schedule B).
	9	Aggregate Amount Beneficially Owned by Each Reporting Person   340,665,252.  (See Schedule B).
	10	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares ☐
	11	Percent of Class Represented by Amount in Row (9)   98.89%.   (See Schedule B).
	12	Type of Reporting Person   CO

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CUSIP No. N20947 102
	1	Name of Reporting Person   I.R.S. Identification Nos. of above persons (entities only).   Finatis S.A
	2	Check the Appropriate Box if a Member of a Group
		(a)		☐
		(b)		☐
	3	SEC Use Only
	4	Citizenship or Place of Organization   France
Number of Shares Beneficially Owned by Each Reporting Person With			5		Sole Voting Power   0.  (See Schedule B).
			6		Shared Voting Power   340,665,252.   (See Schedule B).
			7		Sole Dispositive Power   0.  (See Schedule B).
			8		Shared Dispositive Power   340,665,252.  (See Schedule B).
	9	Aggregate Amount Beneficially Owned by Each Reporting Person   340,665,252.  (See Schedule B).
	10	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares ☐
	11	Percent of Class Represented by Amount in Row (9)   98.89%.   (See Schedule B).
	12	Type of Reporting Person   CO

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CUSIP No. N20947 102
	1	Name of Reporting Person   I.R.S. Identification Nos. of above persons (entities only).   Foncière Euris S.A.
	2	Check the Appropriate Box if a Member of a Group
		(a)		☐
		(b)		☐
	3	SEC Use Only
	4	Citizenship or Place of Organization   France
Number of Shares Beneficially Owned by Each Reporting Person With			5		Sole Voting Power   0.  (See Schedule B).
			6		Shared Voting Power   340,665,252.   (See Schedule B).
			7		Sole Dispositive Power   0.  (See Schedule B).
			8		Shared Dispositive Power   340,665,252.  (See Schedule B).
	9	Aggregate Amount Beneficially Owned by Each Reporting Person   340,665,252.  (See Schedule B).
	10	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares ☐
	11	Percent of Class Represented by Amount in Row (9)   98.89%.   (See Schedule B).
	12	Type of Reporting Person   CO

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CUSIP No. N20947 102
	1	Name of Reporting Person   I.R.S. Identification Nos. of above persons (entities only).   Jean-Charles Naouri
	2	Check the Appropriate Box if a Member of a Group
		(a)		☐
		(b)		☐
	3	SEC Use Only
	4	Citizenship or Place of Organization   France
Number of Shares Beneficially Owned by Each Reporting Person With			5		Sole Voting Power   0.  (See Schedule B).
			6		Shared Voting Power   340,665,252.   (See Schedule B).
			7		Sole Dispositive Power   0.  (See Schedule B).
			8		Shared Dispositive Power   340,665,252.  (See Schedule B).
	9	Aggregate Amount Beneficially Owned by Each Reporting Person   340,665,252.  (See Schedule B).
	10	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares ☐
	11	Percent of Class Represented by Amount in Row (9)   98.89%.   (See Schedule B).
	12	Type of Reporting Person   IN

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CUSIP No. N20947 102
	1	Name of Reporting Person   I.R.S. Identification Nos. of above persons (entities only).   Rallye S.A.
	2	Check the Appropriate Box if a Member of a Group
		(a)		☐
		(b)		☐
	3	SEC Use Only
	4	Citizenship or Place of Organization   France
Number of Shares Beneficially Owned by Each Reporting Person With			5		Sole Voting Power   0.  (See Schedule B).
			6		Shared Voting Power   340,665,252.   (See Schedule B).
			7		Sole Dispositive Power   0.  (See Schedule B).
			8		Shared Dispositive Power   340,665,252.  (See Schedule B).
	9	Aggregate Amount Beneficially Owned by Each Reporting Person   340,665,252.  (See Schedule B).
	10	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares ☐
	11	Percent of Class Represented by Amount in Row (9)   98.89%.   (See Schedule B).
	12	Type of Reporting Person   CO

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CUSIP No. N20947 102
	1	Name of Reporting Person   I.R.S. Identification Nos. of above persons (entities only).   Segisor SAS
	2	Check the Appropriate Box if a Member of a Group
		(a)		☐
		(b)		☐
	3	SEC Use Only
	4	Citizenship or Place of Organization   France
Number of Shares Beneficially Owned by Each Reporting Person With			5		Sole Voting Power   0.  (See Schedule B).
			6		Shared Voting Power   117,303,664.   (See Schedule B).
			7		Sole Dispositive Power   0.  (See Schedule B).
			8		Shared Dispositive Power   117,303,664.  (See Schedule B).
	9	Aggregate Amount Beneficially Owned by Each Reporting Person   117,303,664.  (See Schedule B).
	10	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares ☐
	11	Percent of Class Represented by Amount in Row (9)   34.05%.   (See Schedule B).
	12	Type of Reporting Person   CO

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CUSIP No. N20947 102
	1	Name of Reporting Person   I.R.S. Identification Nos. of above persons (entities only).   Wilkes Participações S.A.
	2	Check the Appropriate Box if a Member of a Group
		(a)		☐
		(b)		☐
	3	SEC Use Only
	4	Citizenship or Place of Organization   Brazil
Number of Shares Beneficially Owned by Each Reporting Person With			5		Sole Voting Power   0.  (See Schedule B).
			6		Shared Voting Power   117,303,664.   (See Schedule B).
			7		Sole Dispositive Power   0.  (See Schedule B).
			8		Shared Dispositive Power   117,303,664.  (See Schedule B).
	9	Aggregate Amount Beneficially Owned by Each Reporting Person   117,303,664.  (See Schedule B).
	10	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares ☐
	11	Percent of Class Represented by Amount in Row (9)   34.05%.   (See Schedule B).
	12	Type of Reporting Person   CO

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Item 1.

Security and Issuer.

This statement relates to the ordinary shares, par value €0.05 per share, of Cnova, N.V. (“Cnova”).  The address and principal place of business of Cnova is:

WTC Schiphol Airport

Tower D, 7th Floor

Schiphol Boulevard 273

1118 BH Schiphol

The Netherlands

Item 2.

Identity and Background .

(a)

This statement is filed by:

1.

Casino.  Casino, Guichard-Perrachon, with respect to the Cnova ordinary shares directly and beneficially owned by it;

2.

Éxito .  Almacenes Éxito S.A., with respect to the Cnova ordinary shares directly owned by it and as an indirect controlling shareholder of CBD;

3.

CBD DutchCo.  Companhia Brasileira de Distribuição Netherlands Holding B.V. with respect to the Cnova ordinary shares directly and beneficially owned by it;

4.

CBD.  Companhia Brasileira de Distribuição, as an indirect controlling shareholder of CBD DutchCo;

5.

CBD LuxCo.  Companhia Brasileira de Distribuição Luxembourg Holding S.à r.l. as the direct controlling shareholder of CBD DutchCo;

6.

Euris.  Euris S.A.S., as an indirect controlling shareholder of each of Casino, Éxito and CBD DutchCo;

7.

Finatis.  Finatis S.A., as an indirect controlling shareholder of Casino, Éxito and CBD DutchCo;

8.

Foncière Euris .  Foncière Euris S.A., as an indirect controlling shareholder of Casino, Éxito and CBD DutchCo;

9.

Mr. Naouri.  Jean-Charles Naouri, as the ultimate controlling shareholder of each of Casino and CBD DutchCo

10.

Rallye.  Rallye S.A., as the direct controlling shareholder of Casino and as an indirect controlling shareholder of each of Éxito and CBD DutchCo;

11.

Segisor.  Segisor SAS, as an indirect controlling shareholder of CBD DutchCo; and

12.

Wilkes.  Wilkes Participações S.A., as an indirect controlling shareholder of CBD DutchCo.

We refer to each of these entities as a “ Reporting Person ,” and collectively, the “ Reporting Persons .”  This Schedule 13D is being filed pursuant to a Joint Filing Agreement (the “ Joint Filing Agreement ”), attached hereto as Exhibit 99.1 under which they have agreed to file this statement jointly in accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”).  The names of each of the directors and executive officers of  the Reporting Persons are set forth on Schedule A hereto, which is incorporated by reference into this Item 2(a).

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(b)

The respective principal places of business of each of the Reporting Persons are:

1.

Casino .  Casino’s principal place of business is 1, Cours Antoine Guichard, BP 306 42000 Saint-Étienne, France;

2.

Éxito.  Éxito’s principal place of business is Cra. 48 No. 32B Sur 139, Evigado, Colombia;

3.

CBD DutchCo.  CBD DutchCo’s principal place of business is WTC Schiphol Airport, Schiphol Boulevard 231, B-Tower, 5th Floor. 1118BH Amsterdam, The Netherlands;

4.

CBD .  CBD’s principal place of business is  Av. Brigadeiro Luís Antônio, 3235, Jardim Paulista CEP 01402-901, São Paulo, São Paulo, Brazil;

5.

CBD LuxCo.  CBD LuxCo’s principal place of business is 15 rue Edward Steichen, 4th Floor L-2540 Luxembourg;

6.

Euris.  Euris’ principal place of business is 83 Rue du Faubourg Saint-Honoré, 75008 Paris, France;

7.

Finatis.  Finatis’ principal place of business is 83 Rue du Faubourg Saint-Honoré, 75008 Paris, France;

8.

Fonciere Euris .  Fonciere Euris’ principal place of business is 83 Rue du Faubourg Saint-Honoré, 75008 Paris, France;

9.

Jean-Charles Naouri .  Mr. Naouri’s principal business address is 1 Cours Antoine Guichard, 42000 Saint-Étienne, France;

10.

Rallye .  Rallye’s principal place of business is 83 Rue du Faubourg Saint-Honoré, 75008 Paris, France;

11.

Segisor.  Segisor’s principal place of business is 1 Cours Antoine Guichard,  42000 Saint-Étienne, France; and

12.

Wilkes .  Wilkes Participações’ principal place of business is Avenida Brigaderio Luiz Antonio 3142, São Paulo, São Paulo, Brazil.

The addresses and principal places of business of each of the directors and executive officers of the Reporting Persons are set forth on Schedule A hereto, which is incorporated by reference into this Item 2(b).

(c)

The principal businesses or occupations of each of the Reporting Persons is:

1.

Casino.   Casino, Guichard-Perrachon is a major food retailer in France and abroad.  As a multi-format, multi-channel group, it had 15,344 stores under management as of December 31, 2015.

2.

Éxito.  Almacenes Éxito S.A. is a regional retail company in South America.  Éxito operates more than 2,600 total stores in four countries, including:  in Colombia through Grupo Éxito; in Brazil through Grupo Pão de Açúcar; in Uruguay through Grupo Disco and Grupo Devoto; and in Argentina through Libertad.

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3.

CBD DutchCo.  Companhia Brasileira de Distribuição Netherlands Holding B.V. is primarily a holding company without its own independent operations.

4.

CBD.  Companhia Brasileira de Distribuição is Brazil’s largest retailer, with a distribution network comprising over 2,000 points of sale as well as electronic channels.

5.

CBD LuxCo.  Companhia Brasileira de Distribuição Luxembourg Holding S.à r.l. is primarily a holding company without its own independent operations.

6.

Euris.  Euris S.A.S. is primarily a holding company without its own independent operations.

7.

Finatis.  Finatis S.A. is primarily a holding company without its own independent operations.

8.

Fonciere Euris .  Fonciere Euris S.A. is primarily a holding company without its own independent operations.

9.

Jean-Charles Naouri .  Mr. Naouri is the Chairman of the board of directors and Chief Executive Officer of Casino.

10.

Rallye .  Rallye S.A. is primarily a holding company without its own independent operations.

11.

Segisor.  Segisor SAS   is primarily a holding company without its own independent operations.

12.

Wilkes .  Wilkes Participações S.A. is primarily a holding company without its own independent operations.

The principal occupations of each of the directors and executive officers of the Reporting Persons are set forth on Schedule A hereto, which is incorporated by reference into this Item 2(c).

(d)

During the past five years, none of the Reporting Persons or, to the best of the Reporting Persons’ knowledge, any person named in Schedule A attached hereto has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(e)

The citizenship of each of the Reporting Persons is:

1.

Casino.  Casino, Guichard-Perrachon is a société anonyme organized under the laws of France;

2.

Éxito.  Almacenes Éxito S.A. is a sociedade anónima organized under the laws of Colombia;

3.

CBD DutchCo.  Companhia Brasileira de Distribuição Netherlands Holding B.V. is a Besloten Vennootschap organized under the laws of the Netherlands;

4.

CBD.  Companhia Brasileira de Distribuição is a sociedade anônima de capital aberto organized under the laws of the Federative Republic of  Brazil;

5.

CBD LuxCo.  Companhia Brasileira de Distribuição Luxembourg Holding S.à r.l. is a société à responsabilité limitée organized under the laws of Luxembourg;

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6.

Euris.  Euris S.A.S is a société par actions simplifiée organized under the laws of France;

7.

Finatis.  Finatis S.A. is a société anonyme organized under the laws of France;

8.

Fonciere Euris .  Fonciere Euris S.A. is a société anonyme organized under the laws of France;

9.

Jean-Charles Naouri .  Mr. Naouri is a citizen of France;

10.

Rallye .  Rallye S.A. is a société anonyme organized under the laws of France;

11.

Segisor.  Segisor SAS is a société par actions simplifiées organized under the laws of France; and

12.

Wilkes .  Wilkes Participações S.A. is a sociedade anônima organized under the laws of the Federative Republic of Brazil.

Citizenship information with respect to each of the directors and executive officers of the Reporting Persons are set forth on Schedule A hereto, which is incorporated by reference into this Item 2(f).

Item 3.

Source and Amount of Funds or Other Consideration .

Casino financed its purchases pursuant to the Offers (as defined in Item 4 below) with available cash on hand.

Item 4.

Purpose of the Transaction .

On December 27, 2016 Casino launched concurrent offers to purchase any and all Cnova ordinary shares for US$ 5.50 per share in cash in the United States (the “ U.S. Offer ”) and in France (the “ French Offer ,” and together with the U.S. Offer, the “ Offers ”).  The Offers were the second and final transaction in a series of two transactions that together constituted a “going private” transaction, as such term is used in Rule 13e-3 of the Exchange Act.  The first transaction in the series was the reorganization of Cnova’s Brazilian subsidiary within Via Varejo S.A., a Brazilian retailer indirectly controlled by Casino (“ Via Varejo ”), which was completed on October 31, 2016 (the “ Reorganization ” and together with the Offers, the “ Transactions ”).  In connection with its evaluation of the Reorganization and negotiation of the reorganization agreement (the “ Reorganization Agreement ”) which would govern its terms, and, particularly in connection with its evaluation of the fairness of any potential reorganization transaction to Cnova shareholders not affiliated with Casino, a transaction committee of independent Cnova directors (the “ Cnova transaction committee ”), bargained for an undertaking from Casino to launch the Offers so that unaffiliated Cnova shareholders would be presented with the ability to either elect to retain their interests in Cnova following the completion of the Reorganization or, instead, to tender their Cnova ordinary shares in the Offers and thereby receive a cash payment at a premium.

As a significant shareholder of both Cnova and Via Varejo, Casino’s primary purpose in supporting the Transactions as a shareholder of Cnova and in committing to launch the Offers was to maximize the value of its investment in both Cnova and Via Varejo and to offer an opportunity for liquidity to Cnova’s minority shareholders at a price that would be considered fair by the Cnova transaction committee. 

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Depending upon, among other things, overall market conditions, other investment opportunities available to the Reporting Persons, the results of Cnova’s operations and/or the results of operations of other companies affiliated with Casino, and the availability of Cnova ordinary shares at prices that would make the purchase or sale of Cnova ordinary shares desirable, the Reporting Persons may endeavor to increase or decrease their position in Cnova through, among other things, the purchase or sale of Shares on the open market or in private transactions or otherwise on such terms and at such times as the Reporting Persons may deem advisable.

No Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the actions discussed herein. The Reporting Persons intend to review their investment in Cnova on a continuing basis.  Depending on various factors including, without limitation,  Cnova’s financial position and investment strategy, the price levels of Cnova ordinary shares, conditions in the securities markets, general economic and industry conditions and the results of Cnova’s operations and/or the results of operations of other companies affiliated with Casino, the Reporting Persons may in the future take such actions with respect to their investment in Cnova as they deem appropriate including, without limitation: continuing to engage in communications with management and the Board of Directors of Cnova; engaging in discussions with shareholders of Cnova or other third parties about Cnova and the Reporting Persons’ investment, including potential business combinations or dispositions involving Cnova or certain of its businesses; making recommendations or proposals to Cnova concerning changes to the capitalization, ownership structure, board structure (including board composition), potential business combinations or dispositions involving Cnova or certain of its businesses, or suggestions for improving Cnova’s financial and/or operational performance; discussing the advisability of terminating Cnova’s listing on Euronext Paris; acquiring additional Cnova ordinary shares pursuant statutory buy-out proceedings under Dutch law which Casino and CBD may jointly elect to institute or be required to institute by remaining unaffiliated minority shareholders; purchasing additional Cnova ordinary shares; selling some or all of their Cnova ordinary shares; engaging in short selling of or any hedging or similar transaction with respect to Cnova ordinary shares, including swaps and other derivative instruments; or changing their intention with respect to any and all matters referred to in this Item 4.

Item 5.

Interest in Securities of the Issuer .

(a)

The information set forth on Schedule B hereto is incorporated by reference into this Item 5(a).  Each Reporting Person, as a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, may be deemed the beneficial owner of the Cnova ordinary shares directly owned by the other Reporting Persons.  Each Reporting Person disclaims beneficial ownership of such Cnova ordinary shares except to the extent of his or its pecuniary interest therein.

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(b)

The information set forth on Schedule B hereto is incorporated by reference into this Item 5(a).  Each Reporting Person, as a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, may be deemed the beneficial owner of the Cnova ordinary shares directly owned by the other Reporting Persons.  Each Reporting Person disclaims beneficial ownership of such Cnova ordinary shares except to the extent of his or its pecuniary interest therein.

(c)

Other than as set forth in this Item 5(c), no Reporting Person or any person listed on Schedule A   has engaged in any transactions with respect to Cnova ordinary shares in the last 60 days.

1.

Pursuant to the French Offer, on February 1, 2017, upon commencement of payment for Cnova ordinary shares tendered into the French Offer by Casino’s presenting bank for the French Offer (following announcement by the Autorité des Marchés Financiers of the definitive results of the French Offer on January 31, 2017), Casino acquired 14,967,526 Cnova ordinary shares for € 5.154 per Cnova Ordinary Share. The total amount received with respect to each tendering order in the French Offer was rounded down to the nearest euro cent.

 

2.

Pursuant to the U.S. Offer, on February 1, 2017, upon payment of the aggregate consideration payable pursuant to the U.S. Offer to the depositary agent for the U.S. Offer (following announcement by the Autorité des Marchés Financiers of the definitive results of the French Offer on January 31, 2017), Casino acquired 16,760,610 Cnova ordinary shares for US$ 5.50 per Cnova ordinary share.

3.

On February 1, 2017 as a result of tendering into the French Offer, Euris disposed of 2,500,000 Cnova ordinary shares for € 5.154 per Cnova ordinary share upon commencement of payment  for Cnova ordinary shares tendered into the French Offer.

4.

Additionally, on February 1, 2017 as a result of tendering into the French Offer, the following persons listed on Schedule A disposed of the number of Cnova ordinary shares set forth beside his name into the French Offer, in each case for  € 5.154 per Cnova ordinary share:

a.

Eleazar de Carvalho Filho:           5,665 Cnova ordinary shares; and

b.

Antoine Giscard d’Estaing:         2,200 Cnova ordinary shares.

(d)

No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Cnova ordinary shares.

(e)

Not Applicable.

Item 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer .

Joint Filing Agreement.  On February 10 2017, the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of Cnova to the extent required by applicable law.  The Joint Filing Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

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Casino and CBD Support Letters.  In connection with the Reorganization, Casino and CBD made certain undertakings to each other pursuant to a letter agreement from CBD to Casino, dated August 8, 2016 (the “ CBD support letter ”) and a letter agreement addressed to an independent committee of the CBD board of directors formed for purposes of evaluation the Transactions and executed by Casino and CBD, dated August 8, 2016 (the “ Casino-CBD commitment letter ”).  The CBD support letter and the Casino-CBD commitment letter are intended to govern the parties’ ongoing relationship to each other in their capacity as shareholders of Cnova following completion of the Reorganization and the Offers.

The following describes the material provisions of the Casino-CBD commitment letter and the CBD support letter, included as Exhibits 99.2 and 99.3 hereto, respectively, and incorporated herein by reference.  This summary does not purport to be complete, is qualified in its entirety by reference to the full text of such letters and the summary may not contain all of the information about the CBD support letter and the Casino-CBD commitment letter that may be important to Cnova shareholders.  Cnova shareholders are encouraged to read carefully the CBD support letter and the Casino-CBD commitment letter in their entirety.

1. CBD Support Letter .

Pursuant to the CBD support letter, CBD informed Casino that at the meeting held on August 8, 2016 the CBD board of directors unanimously resolved (i) to cause its voting rights to be exercised at any Cnova shareholders meeting in favor of the Reorganization and (ii) not to tender its Cnova ordinary shares (the “subject shares”) directly or indirectly into the Offers, nor otherwise dispose of or transfer the subject shares in any other manner or through any other instrument, including any derivative instruments until completion of the Offers.  CBD further agreed to stand alongside and cooperate with Casino in subsequent squeeze-out proceedings, if any, following completion of the Offers.

2. Casino-CBD Commitment Letter .

a. CBD Undertakings

Pursuant to the Casino-CBD commitment letter, CBD agreed (i) not to tender the subject shares directly or indirectly into the Offers and (ii) not to sell the subject shares on the market or transfer the subject shares in any other manner, and represented that it has not performed any of the actions described in clause (ii) since May 12, 2016.

Additionally, in the event that CBD decides to sell any of the subject shares to a third party, it agreed (i) to first offer the subject shares to Casino at the price offered by the third party and (ii) if Casino does not wish to acquire the subject shares or Casino and CBD do not agree on a purchase price for the subject shares, to require the proposed transferee to acquire up to the same portion of Casino’s shares in Cnova at approximately the same time and on the same conditions.

b. Casino Undertakings

From and after closing of the Reorganization and so long as Casino controls Cnova, Casino has agreed to the following:

i.

Director Designation Rights .  Casino will ensure that CBD has the right to designate at least one member to the Cnova board of directors so that the ratio of (i) non-independent members of the Cnova board of directors appointed by CBD divided by (ii) the total number of non-independent directors is at least equal to CBD’s economic interest in Cnova’s outstanding ordinary shares (such director or directors, the “ CBD directors ”);

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ii.

Information Rights.   Casino will ensure that CBD and/or the CBD Directors have access to the following information with respect to Cnova:  (i) audited statutory and consolidated accounts, (ii) annual budget and forecast, (iii) half-year and quarterly accounts, (iv) annual report, (v) details of any material change in business, financial position or affairs and (vi) any other information that may be required for CBD to comply with Brazilian capital markets regulations.  Casino also agreed to cause Cnova to make members of Cnova’s senior management reasonably available to CBD or the CBD Directors;

iii.

Good Faith Consideration of an IPO.   If, as a result of the Offers, Cnova ordinary shares are no longer listed on NASDAQ or Euronext Paris, Casino has agreed to consider in good faith the opportunity to launch, in due time and depending on Cnova’s then-current strategic and financial objectives and then-prevailing market conditions, an initial public offering of Cnova or, as the case may be, any subsidiary thereof, which we refer to as an “IPO”;

iv.

Good Faith Consideration of a Fully Marketed Offering .  If, following the Offers, Cnova ordinary shares continue to be listed on NASDAQ or Euronext Paris, Casino agreed to consider in good faith the opportunity to launch a fully marketed offering, which we refer to as an “FMO,” through the sale of a significant portion of Cnova’s shares, aimed at increasing the free float and liquidity of Cnova ordinary shares;

v.

IPO or FMO Assessment Right.   CBD may require Casino to engage a first-tier advising bank selected by Casino to assess in good faith the opportunity of an IPO or an FMO and in both cases the opportunity and feasibility of a secondary placement (i.e., through the sale of existing shares of Cnova).  CBD may not exercise such right more than once in any two-year period;

vi.

IPO and FMO Priority.   If Casino or Cnova decides to initiate an IPO or FMO (including any secondary offering), CBD has the right to sell all of its shares as part of such offering, with priority over Casino with respect to up to 90% of the total shares to be offered in such secondary offering, subject to certain exceptions;

vii.

Tag Along Rights (Change-in-Control Transaction).   Casino has agreed that, if it intends to transfer any or all of its Cnova ordinary shares to any third party (except for sales among members of the Casino Group or the controlling affiliates of Casino), which transfer will constitute a change-in-control of Cnova, CBD will be entitled to require the transferee to acquire all of its shares in Cnova at approximately the same time and on the same conditions;

viii.

Tag Along Rights (Not a Change-in-Control Transaction).   Casino agreed that if it intends to transfer any or all of its Cnova ordinary shares to any third party (except for sales among members of the Casino Group or the controlling affiliates of Casino), which transfer will not constitute a change-in-control of Cnova, CBD will be entitled to require the transferee to acquire up to the same portion of the subject shares at approximately the same time and on the same conditions; and

ix.

Survival of Rights.   In the case of any reorganization or other corporate transaction involving Cnova resulting in an exchange, redemption or allotment of Cnova ordinary shares (other than in a transaction where CBD would have the right to sell all of its shares on the same conditions as Casino), Casino has agreed to ensure that CBD keeps the rights granted or receives rights similar to those granted by the Casino-CBD commitment letter with respect to the surviving entity.

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The undertakings of Casino and CBD in the Casino-CBD commitment letter survive until the earliest of (i) the day when Casino no longer controls, directly or indirectly, Cnova, (ii) the day when CBD is no longer a shareholder of Cnova and (iii) August 8, 2041.

Other than as described in this Item 6, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Cnova.

Item 7.

Material to be Filed as Exhibits .

	99.1		Joint Filing Agreement by and among Casino, Guichard-Perrachon, Almacenes Éxito S.A., Companhia Brasileira de Distribuição Netherlands Holding B.V., Companhia Brasileira de Distribuição, Companhia Brasileira de Distribuição Luxembourg Holding S.à r.l., Euris S.A.S.,  Finatis S.A., Fonciere Euris S.A., Jean-Charles Naouri,  Rallye S.A., Segisor SAS, and Wilkes Participações S.A., dated February 10, 2017.
	99.2		Commitment Letter from Casino, Guichard-Perrachon to Companhia Brasileira de Distribuição, dated August 8, 2016 (incorporated herein by reference to Exhibit (d)(3) to the Transaction Statement on Schedule 13E-3 filed on August 23, 2016 by Casino, Guichard-Perrachon, Companhia Brasileira de Distribuição, Cnova N.V. and Via Varejo S.A.).
	99.2		Support Letter from Companhia Brasileira de Distribuição to Casino, Guichard-Perrachon, dated August 8, 2016 (incorporated herein by reference to Exhibit (d)(4) to the Transaction Statement on Schedule 13E-3 filed on August 23, 2016 by Casino, Guichard-Perrachon, Companhia Brasileira de Distribuição, Cnova N.V. and Via Varejo S.A.).

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated as of  February 10, 2017
	Casino, Guichard-Perrachon S.A.
	By:	/s/ Jean-Charles Naouri
	Name:	Jean-Charles Naouri
	Title:	Chairman and Chief Executive Officer
	Almacenes Éxito S.A.
	By:	/s/  José Gabriel Loaiza Herrera
	Name:	José Gabriel Loaiza Herrera
	Title:	International Business Vice President
	Companhia Brasileira de Distribuição Netherlands Holding B.V. .
	By:	/s/  Rafael Russowsky
	Name:	Rafael Russowsky
	Title:	Manager
	Companhia Brasileira de Distribuição Luxembourg Holding S.à.r.l.
	By:	/s/  Rafael Russowsky
	Name:	Rafael Russowsky
	Title:	Manager

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	Companhia Brasileira de Distribuição
	By:	/s/  Christopher Hidalgo
	Name:	Christopher Hidalgo
	Title:	VP Finance
	By:	/s/  Antonio Salvador
	Name:	Antonio Salvador
	Title:	VP Gestão de Gente
	Euris S.A.S.
	By:	/s/  Jean-Charles Naouri
	Name:	Jean-Charles Naouri
	Title:	President
	Foncière Euris S.A
	By:	/s/  Odile Muracciole
	Name:	Odile Muracciole
	Title:	Attorney-in-Fact
	Finatis S.A.
	By:	/s/  Didier Levêque
	Name:	Didier Levêque
	Title:	Chairman and Chief Executive Officer

 

[ Signature Page to Schedule 13D ]

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	Jean-Charles Naouri
	By:	/s/  Jean-Charles Naouri
	Name:	Jean-Charles Naouri
	Rallye S.A.
	By:	/s/  Didier Carlier
	Name:	Didier Carlier
	Title:	Chief Executive Officer
	Segisor SAS
	By:	/s/  José Gabriel Loaiza Herrera
	Name:	José Gabriel Loaiza Herrera
	Title:	Director
	Wilkes Participações S.A.
	By:	/s/  Ferdinand Sébastien Tomarchio
	Name:	Ferdinand Sébastien Tomarchio
	Title:	Director
	By:	/s/  Carlos Eduardo Prado
	Name:	Carlos Eduardo Prado
	Title:	Director

 

[ Signature Page to Schedule 13D ] 

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SCHEDULE A

Casino, Guichard-Perrachon

Directors

Name		Citizenship		Director Position		Principal Occupation		Business Address
Jean-Charles Naouri		France		Chairman, Chief Executive Officer		Chairman, Chief Executive Officer of Casino		c/o Groupe Casino 1, Cours Antoine Guichard, BP 306, 42000 Saint-Étienne, France
Nathalie Andrieux †		France		Director		Independent director of various companies		c/o Groupe Casino 1, Cours Antoine Guichard, BP 306, 42000 Saint-Étienne, France
Didier Carlier		France		Director, representative of Euris Corporate		Chief Executive Officer of Rallye		83, rue du Faubourg-Saint-Honoré 75008 Paris, France
Jacques Dumas		France		Director, representative of Cobivia Corporate		Deputy Chief Executive Officer of Euris; Adivsor to Chairman of Casino		148 rue de l’Université 75007 Paris, France
Diane Coliche		France		Director, representative of Matignon Diderot Corporate		CFO Monoprix		14/16 rue Marc Bloch 92116 Clichy, France
Lady Sylvia Jay †		United Kingdom		Director		Independent director of various companies		c/o Groupe Casino 1, Cours Antoine Guichard, BP 306, 42000 Saint-Étienne, France
Didier Levêque		France		Director, representative of Foncière Euris Corporate		Corporate secretary of Euris; Chairman and Chief Executive Officer of Finatis		83, rue du Faubourg Saint Honoré 75008 Paris, France
Catherine Lucet †		France		Director		Chief Executive Officer, Education and Reference division, of Editis		c/o Groupe Casino 1, Cours Antoine Guichard, BP 306, 42000 Saint-Étienne, France
Gérald de Roquemaurel †		France		Director		Manager of BGR Partners; Partner of Arjil in Belgium		c/o Groupe Casino 1, Cours Antoine Guichard, BP 306, 42000 Saint-Étienne, France
David de Rothschild		France		Director		President of Rothschild & Co Gestion SAS; Statutory Managing Partner of Rothschild & Co.		29, Avenue de Messine 75008 Paris, France
Frédéric Saint-Geours †		France		Director		Chairman of the Supervisory Board of SNCF		c/o Groupe Casino 1, Cours Antoine Guichard, BP 306, 42000 Saint-Étienne, France
Michel Savart		France		Director, representative of Finatis Corporate		Chairman and Chief Executive Officer of Foncière Euris ; Advisor to the Chairman of Rallye-Casino group		83, rue du Faubourg-Saint-Honoré 75008 Paris, France

†            Denotes that the Casino board of directors has determined that such director is independent.

Executive Officers

Name		Citizenship		Principal Occupation		Business Address
Jean-Charles Naouri		France		Chairman, Chief Executive Officer of Casino		c/o Groupe Casino 1, Cours Antoine Guichard, BP 306, 42000 Saint-Étienne, France
Yves Desjacques		France		Executive Officer, Corporate Human Resources		148 rue de l’Université 75007 Paris, France
Antoine Giscard-d’Estaing		France		Executive Officer, Chief Financial Officer		148 rue de l’Université 75007 Paris, France
Arnaud Strasser		France		Executive Officer and Corporate Development and Holdings Director, of Casino		148 rue de l’Université 75007 Paris, France
Hervé Daudin		France		Executive Officer, Merchandise Director and President of EMC Distribution		148 rue de l’Université 75007 Paris, France

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Executive Committee

Name		Citizenship		Principal Occupation		Business Address
Jean-Charles Naouri		France		Chairman, Chief Executive Officer of Casino		c/o Groupe Casino 1, Cours Antoine Guichard, BP 306, 42000 Saint-Étienne, France
Hervé Daudin		France		Executive Officer, Merchandise Director and President of EMC Distribution		148 rue de l’Université 75007 Paris, France
Yves Desjacques		France		Executive Officer, Corporate Human Resources		148 rue de l’Université 75007 Paris, France
Carlos Mario Giraldo Moreno		Colombia		Chairman and Chief Executive Officer of the Éxito Group (Colombia)		Cra. 48 nº 32 B Sur 139 Envigado, Colombia.
Antoine Giscard-d’Estaing		France		Executive Officer, Chief Financial Officer		148 rue de l’Université 75007 Paris, France
Ronaldo Iabrudi dos Santos Pereira		Brazil		Chief Executive Officer of GPA (Brazil).		No.3142, Jardim Paulista, CEP 01402-901, São Paulo – SP, Brazil.
Julien Lagubeau		France		Chief Operating Officer and Executive Committee Secretary		148 rue de l’Université 75007 Paris, France
Jean-Paul Mochet		France		Chief Executive Officer of Franprix and Convenience Banners		123 quai Jules Guesde 94400 Vitry-sur-Seine, France
Tina Schuler		France		Chief Executive Officer of Leader Price and Casino Supermarkets		123 quai Jules Guesde 94400 Vitry-sur-Seine, France
Arnaud Strasser		France		Executive Officer and Corporate Development and Holdings Director, of Casino		148 rue de l’Université 75007 Paris, France
Gérard Walter		France		Chief Executive Officer of Géant Casino		1, Cours Antoine Guichard -  42000 Saint-Étienne, France
Régis Schultz		France		President of Monoprix		14/16 rue Marc Bloch 92116 Clichy, France

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Almacenes Éxito SA

Directors

Name		Citizenship		Director Position		Principal Occupation		Business Address
Luis F. Alarcon		Colombia		Director		Member-Directors Council at Universidad de Los Andes		Cra. 48 nº 32 B Sur 139 Envigado, Colombia
Yves Desjacques		France		Director		Executive Officer, Corporate Human Resources of Casino		148 rue de l’Université 75007 Paris, France
Ana María Ibáñez		Colombia		Director		Professor at Universidad de Los Andes		Cra. 48 nº 32 B Sur 139 Envigado, Colombia
Matthieu Santon		France		Director		Deputy Director at Casino, Guichard-Perrachon		148 rue de l’Université 75007 Paris, France
Philippe Alarcon		France		Director		Director of International Coordination		1, Cours Antoine Guichard -  42000 Saint-Étienne, France
Hervé Daudin		France		Director		Executive Director Merchandise Director of Casino & President of EMC Distribution at Casino, Guichard-Perrachon		148 rue de l’Université 75007 Paris, France
Felipe Ayerbe Muñoz		Colombia		Director		Former Member at Colgate Palmolive		Cra. 48 nº 32 B Sur 139 Envigado, Colombia
Bernard Petit		France		Director		Chief Financial Officer Latam at Casino, Guichard-Perrachon		1, Cours Antoine Guichard -  42000 Saint-Étienne, France
Daniel Cortés McCallister		Colombia		Director		Former Executive Vice President-Capital Markets & Investment at Banco Davivienda SA		Cra. 48 nº 32 B Sur 139 Envigado, Colombia

Executive Officers

Name		Citizenship		Principal Occupation		Business Address
Carlos Mario Giraldo Moreno		Colombia		Chief Executive Officer		Cra. 48 nº 32 B Sur 139 Envigado, Colombia
Carlos Mario Díez Gómez		Colombia		Chief Operative Retail Officer		Cra. 48 nº 32 B Sur 139 Envigado, Colombia
José Gabriel Loaiza Herrera		Colombia		Vice President for International Business		Cra. 48 nº 32 B Sur 139 Envigado, Colombia
Manfred Heinrich Gartz		Colombia		Chief Financial Officer		Cra. 48 nº 32 B Sur 139 Envigado, Colombia
Jacky Yanovich Mizrach		Colombia		Vice President-Sales & Operations		Cra. 48 nº 32 B Sur 139 Envigado, Colombia
Juan Felipe Montoya Calle		Colombia		Vice President of Human Resources		Cra. 48 nº 32 B Sur 139 Envigado, Colombia
Carlos Ariel Gómez		Colombia		Comercial Vice President		Cra. 48 nº 32 B Sur 139 Envigado, Colombia
Juan Lucas Vega		Colombia		Vice President of Real Estate & Development		Cra. 48 nº 32 B Sur 139 Envigado, Colombia
Martín Nova Estrada		Colombia		Vice President of Marketing		Cra. 48 nº 32 B Sur 139 Envigado, Colombia
Camilo Gallego Ferrer		Colombia		Vice President of Services		Cra. 48 nº 32 B Sur 139 Envigado, Colombia

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Companhia Brasileira de Distribuição Netherlands Holding B.V.

Directors

Name		Citizenship		Director Position		Principal Occupation		Business Address
Rafael Russowsky		Brazil		Director A		Deputy Director of Corporate Development of Casino		148 rue de l’Université 75007 Paris, France
Yvonne Maria Wimmers-Theuns		Netherlands		Director B		Board member of Companhia Brasileira de Distribuição Netherlands Holding B.V.		Strawinskylaan 3127, 1077 ZX Amsterdam, The Netherlands

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Companhia Brasileira de Distribuição

Directors

Name		Citizenship		Director Position		Principal Occupation		Business Address
Ronaldo Iabrudi dos Santos Pereira		Brazil		Chief Executive Officer, Director		Chairman of the Board of Directors of Via Varejo since 2014		Avenida Brigadeiro Luís Antonio, No.3142, Jardim Paulista, CEP 01402-901, São Paulo – SP, Brazil
Jean-Charles Naouri		France		Chairman		Chairman and Chief Executive Officer of Casino – President of Euris		1, Cours Antoine Guichard, BP 306,  42000 Saint-Étienne, France
Arnaud Strasser		France		Vice Chairman, Director		Executive Officer and Corporate Development and Holdings Director, of Casino		148 rue de l’Université 75007 Paris, France
Eleazar de Carvalho Filho		Brazil		Director		Founding partner at Virtus BR Partners. Currently serves on the board of directors of FMC Technologies, Inc. and of Brookfield Renewable Energy Partners		Rua Joaquim Floriano, n° 1120, 6° andar, Itaim Bibi, CEP 04534-004, São Paulo, SP, Brazil
Luiz Augusto de Castro Neves†		France		Director		Independent member of CBD’s board of directors since 2012		Rua Araújo Porto Alegre, 36, sala 1.202, Centro, CEP:  20.030-902, Rio de Janeiro, RJ, Brazil
Maria Helena dos Santos Fernandes Santana		Brazil		Director		Independent member of CBD’s board and independent director and the coordinator of the audit committee of Totvs S.A., a member of the audit committee of Itau Unibanco Holding S.A. and trustee of the IFRS Foundation		Av. Brigadeiro Luis Antonio, 3142, São Paulo, SP, Brazil
Luiz Aranha Corrêa do Lago		Brazil		Director		Professor of economics at Pontifical Catholic University of Rio de Janeiro		Rua Lauro Muller, n° 116, sala 3902, Botafogo, Rio de Janeiro, RJ, Brazil
Yves Desjacques		France		Director		Executive Officer, Corporate Human Resources of Casino		148 rue de l’Université 75007 Paris, France
Carlos Mario Giraldo Moreno		Colombia		Director		Chief executive officer of Éxito and a member of Casino’s executive committee		Cra. 48 nº 32 B Sur 139 Envigado, Colombia
José Gabriel Loaiza Herrera		Colombia		Director		International Business Vice-President of the Éxito Group		Cra. 48 n° 32 B Sur 139 Envigado, Colômbia
Carlos Mario Diéz Gomez		Colombia		Director		Worked for Almacenes Éxito S.A. since 1992		Cra. 48 n° 32 B Sur 139 Envigado, Colombia

Executive Officers

Name		Citizenship		Principal Occupation		Business Address
Christophe José Hidalgo		France		Chief financial officer and corporate services officer of CBD		Av. Brigadeiro Luis Antonio, 3142, Direx, São Paulo, SP, Brazil
Antonio Salvador		Brazil		Executive Vice-President of Human Resources and Management of CBD		Av. Brigadeiro Luis Antonio, 3142, São Paulo, SP, Brazil
Belmiro de Figueiredo Gomes		Brazil		Wholesale business officer of CBD		Av. Aricanduva, nº 5555, Âncora E, Vila Aricanduva, São Paulo, SP, CEP 03527-000, Brazil
Daniela Sabbag		Brazil		Investor Relations Officer CBD		Av. Brigadeiro Luis Antonio, 3142, Direx, São Paulo, SP, Brazil
Luis Emilio Moreno Sanchez		Spain		Executive vice-president of multiretail business of CBD		Av. Brigadeiro Luis Antonio, 3142, São Paulo, SP, Brazil
Marcos Baruki Samaha		Brazil		CBD’s Multiretail Operations Executive Officer		Av. Brigadeiro Luis Antonio, 3142, São Paulo, SP, Brazil

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Companhia Brasileira de Distribuição Luxembourg Holding S.à r.l.

Directors

Name		Citizenship		Director Position		Principal Occupation		Business Address
Rafael Russowsky		Brazil		Manager		Deputy Director of Corporate Development of Casino		148 rue de l’Université 75007 Paris, France
Mathieu Vacher		France		Manager		Employer Vistra (Luxembourg) S.à r.l.		14, rue Edward Steichen, L-2540 - Luxembourg

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Euris SAS

President

Name		Citizenship		Director Position		Principal Occupation		Business Address
Jean-Charles Naouri		France		President		Chairman & Chief Executive Officer at Casino, Guichard-Perrachon		83, rue du Faubourg Saint Honoré 75008 Paris, France

Executive Officers

Name		Citizenship		Principal Occupation		Business Address
Jean-Charles Naouri		France		Chairman & Chief Executive Officer at Casino, Guichard-Perrachon		83, rue du Faubourg Saint Honoré 75008 Paris, France
Odile Muracciole		France		Legal Director		83, rue du Faubourg Saint Honoré 75008 Paris, France
Jacques Dumas		France		Deputy Chief Executive Officer of Euris; Adivsor to Chairman of Casino		83, rue du Faubourg Saint Honoré 75008 Paris, France
Didier Lévêque		France		Secretary General		83, rue du Faubourg Saint Honoré 75008 Paris, France

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Finatis SA

Directors

Name		Citizenship		Director Position		Principal Occupation		Business Address
Didier Lévêque		France		Chairman and Chief Executive Officer		Corporate Secretary of Euris ; Chairman & Chief Executive Officer		83, rue du Faubourg Saint Honoré 75008 Paris, France
Alain Deloz		France		Director		Manager at Sci Mélèze Gallieni		Rue de Ruysbroeck, 63, 1000 Bruxelles, Belgique
Virginie Grin		France		Director		Deputy Corporate Secretary at Euris SAS		83, rue du Faubourg Saint Honoré 75008 Paris
Odile Muracciole		France		Director		Legal Director		83, rue du Faubourg Saint Honoré 75008 Paris
Jacques Dumas		France		Director		Deputy Chief Executive Officer of Euris; Adivsor to Chairman of Casino		83, rue du Faubourg Saint Honoré 75008 Paris

Executive Officers

Name		Citizenship		Principal Occupation		Business Address
Didier Leveque		France		Corporate Secretary of Euris; Chairman and Chief Executive Officer		83, rue du Faubourg Saint Honoré 75008 Paris, France

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Foncière Euris SA

Directors

Name		Citizenship		Director Position		Principal Occupation		Business Address
Michel Savart		France		Chairman and Chief Executive Officer		Chairman & Chief Executive Officer; Advisor to the Chairman of Rallye-Casino group		83, rue du Faubourg-Saint-Honoré 75008 Paris, France
Odile Muracciole		France		Director		Legal Director		83, rue du Faubourg-Saint-Honoré 75008 Paris, France
Christian Peene		France		Director		Independent Director at Foncière Euris SA		83, rue du Faubourg-Saint-Honoré 75008 Paris, France
Marie Wiedmer-Brouder		France				President of Caryatid AM & Caryatid Advisory		60 avenue Foch, 75016 Paris, France
Didier Lévêque		France		Director		Corporate Secretary of Euris; Chairman and Chief Executive Officer of Finatis		83, rue du Faubourg Saint Honoré 75008 Paris, France
Jean-Louis Brunet		France		Director		Independent Director at Foncière Euris SA		83, rue du Faubourg Saint Honoré 75008
Virginie Grin		France		Director		Deputy Corporate Secretary at Euris SAS		83, rue du Faubourg-Saint-Honoré 75008 Paris, France

Executive Officers

Name		Citizenship		Principal Occupation		Business Address
Michel Savart		France		Chairman & Chief Executive Officer ; Advisor to the Chairman of Rallye-Casino group		83, rue du Faubourg-Saint-Honoré 75008 Paris, France

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Rallye SA

Directors

Name		Citizenship		Director Position		Principal Occupation		Business Address
Jean-Charles Naouri		France		Chairman		Chairman & Chief Executive Officer at Casino,   Guichard-Perrachon		83, rue du Faubourg-Saint-Honoré 75008 Paris, France
Didier Carlier		France		Director		Director, Chief Executive Officer		83, rue du Faubourg-Saint-Honoré 75008 Paris, France
Philippe Charrier		France		Director		Executive President of the biological research institute - IRB		Parc d’Activité Sud Loire Boufféré, 85512 Montaigu, France
Jean Chodron de Courcel		France		Director		Manager at Semper Conseil		Pariszska 10, 110000 Praha 1, République Tchèque
Catherine Fulconis		France		Director		Former Chief Executive Officer-Hermes Parfums at Hermès International SCA		12-16, rue Auger, 93500 Pantin, France
Didier Lévêque		France		Director		Corporate secretary of Euris; Chairman and Chief Executive Officer of Finatis		83, rue du Faubourg Saint Honoré 75008 Paris, France
Odile Muracciole		France		Director		Legal Director		83, rue du Faubourg Saint Honoré 75008 Paris, France
Jacques Dumas		France		Director		Deputy Chief Executive Officer of Euris; Adivsor to Chairman of Casino		148 rue de l’Université 75007 Paris, France
Virginie Grin		France		Director		Deputy Corporate Secretary at Euris SAS		83, rue du Faubourg Saint Honoré 75008 Paris, France
Gabriel Naouri		France		Director		Deputy Director of International Coordination		148 rue de l’Université 75007 Paris, France

Executive Officers

 

Name		Citizenship		Principal Occupation		Business Address
Didier Carlier		France		Chairman & Chief Executive Officer		83, rue du Faubourg-Saint-Honoré 75008 Paris, France
Franck Hattab		France		Deputy CEO & CFO		83, rue du Faubourg-Saint-Honoré 75008 Paris, France

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Segisor SA

Directors

Name		Citizenship		Director Position		Principal Occupation		Business Address
Arnaud Strasser		France		Vice Chairman		Executive Officer and Corporate Development and Holdings Director, of Casino		148 rue de l’Université 75007 Paris, France
Yves Desjacques		France		Director		Executive Officer, Corporate Human Resources of Casino		148 rue de l’Université 75007 Paris, France
Carlos Mario Giraldo Moreno		Colombia		Chairman		Chairman and Chief Executive Officer of the Éxito Group (Colombia)		48 nº 32 B Sur 139 Envigado, Colombia.
José Gabriel Loaiza Herrera		Colombia		Director		International Business Vice-President of the Éxito Group (Colombia)		Cra. 48 n° 32 B Sur 139 Envigado, Colombia

Executive Officers

Name		Citizenship		Principal Occupation			Business Address
Arnaud Strasser		France		Co- CEO	Executive Officer and Corporate Development and Holdings Director, of Casino		148 rue de l’Université 75007 Paris, France
Carlos Mario Giraldo Moreno		Colombia		Co-CEO	Chairman and Chief Executive Officer of the Éxito Group (Colombia)		48 nº 32 B Sur 139 Envigado, Colombia.

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Wilkes Participacoes SA

Directors

Name		Citizenship		Director Position		Principal Occupation		Business Address
Arnaud Strasser		France		Director		Executive Officer and Corporate Development and Holdings Director, of Casino		148 rue de l’Université 75007 Paris, France
Yves Desjacques		France		Director		Executive Officer, Corporate Human Resources of Casino		148 rue de l’Université 75007 Paris, France
Carlos Mario Giraldo Moreno		Colombia		Director		Chairman and Chief Executive Officer of the Éxito Group (Colombia)		Cra. 48 nº 32 B Sur 139 Envigado, Colombia.
José Gabriel Loaiza Herrera		Colombia		Director		International Business Vice-President of the Éxito Group (Colombia)		Cra. 48 n° 32 B Sur 139 Envigado, Colombia

Executive Officers

Name		Citizenship		Principal Occupation		Business Address
Carlos Eduardo Prado		Brazil		Officer		Rua Libero Badaró, 293, 21º andar, conjunto C, Centro, São Paulo, Brazil
Juan Javier Bordaberry Herran		Brazil		Officer		Alameda Lorena, 800, 12º andar, conjunto 1204, São Paulo, Brazil
Arnaud Daniel Charles Walter Joachim Strasser		France		Officer, Corporate Development and Holdings Director of Casino		148 rue de l’Université 75007 Paris, France
Ferdinand Sébastien Tomarchio		France		Executive Officer, Cnova Group		Alameda Campinas, 579, 13º andar, Jardim Paulista, São Paulo, Brazil

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SCHEDULE B

		Beneficial Ownership of Cnova Ordinary Shares † (as of February 10, 2017)
		Item 5(a) – Beneficial Ownership								Item 5(b) – Voting and Dispositive Power
Owner		Ordinary Shares				Percentage				Sole Power				Shared Power
Casino (1)(2)			340,665,252				98.89	%			0				340,665,252
Companhia Brasileira de Distribuição Netherlands Holding B.V. (2)(3)			117,303,664				34.05	%			0				117,303,664
Éxito (2)(4)			117,963,047				34.24	%			0				117,963,047
CBD (2)(3)			117,303,664				34.05	%			0				117,303,664
Companhia Brasileira de Distribuição Luxembourg Holding S.à r.l. (2)(3)			117,303,664				34.05	%							117,303,664
Euris S.A.S. (1)(5)(2)			340,665,252				98.89	%			0				340,665,252
Finatis S.A. (1)(5)(2)			340,665,252				98.89	%			0				340,665,252
Foncière Euris S.A. (1)(5)(2)			340,665,252				98.89	%			0				340,665,252
Jean-Charles Naouri (1)(5)(2)			340,665,252				98.89	%			0				340,665,252
Rallye S.A. (1)(5)(2)			340,665,252				98.89	%			0				340,665,252
Segisor SAS (2)(3)			117,303,664				34.05	%			0				117,303,664
Wilkes Participações S.A. (2)(3)			117,303,664				34.05	%			0				117,303,664

 

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†	Based on 344,507,048 Cnova ordinary shares outstanding as of January 31, 2017.

(1)	Includes 222,702,205 ordinary shares held of record by Casino, 659,383 ordinary shares held of record by Éxito, and 117,303,664 ordinary shares held of record by Companhia Brasileira de Distribuição Netherlands Holding B.V.

(2)

As of December 31, 2016, Casino holds, directly or indirectly, 32.8% of the equity securities and 99.94% of the voting power of CBD.  In addition, Casino is an indirect controlling shareholder of Éxito and holds, directly or indirectly, 55.3% of the equity securities and voting power of Éxito.  Éxito holds indirectly 50.0% of the voting equity securities of CBD, representing 18.8% of the total capital of CBD.  Furthermore, Casino and Éxito each hold 50% of the voting equity securities of Segisor SAS, a holding entity that holds 100% of Wilkes Participações S.A., a holding entity that holds 35.39% of the equity securities and 94.3% of the voting power of CBD.  In addition, Segisor SAS holds directly 2.11% of the equity securities and 5.62% of the voting power of CBD.  CBD holds 100% of Companhia Brasileira de Distribuição Luxembourg Holding S.à r.l., which holds 100% of Companhia Brasileira de Distribuição Netherlands Holding B.V.

(3)	Includes 117,303,664 ordinary shares held of record by Companhia Brasileira de Distribuição Netherlands Holding B.V.

(4)	Includes 659,383 ordinary shares held of record by Éxito, and 117,303,664 ordinary shares held of record by Companhia Brasileira de Distribuição Netherlands Holding B.V.

(5)

As of December 31, 2016, Mr. Naouri held, directly or indirectly, 99.99% of the equity securities and 99.9% of the voting power of Euris S.A.S., in each case including pursuant to a usufruct interest with respect to a 45% interest in Euris S.A.S. owned by his three children, which entitles Mr. Naouri to all economic rights attached to such interest and all voting rights with respect to the allocation of profits.  As of December 31, 2016, Euris S.A.S. held, directly or indirectly, 92.36% of the equity securities and 92.47% of the voting power of Finatis S.A.  As of December 31, 2016, Finatis S.A. held, directly or indirectly 89.25% of the equity securities and 94.60% of the voting power of Foncière Euris S.A.  As of December 31, 2016, Foncière Euris S.A. held directly 55.29% of the equity securities and 70.23% of the voting power of Rallye S.A.  As of December 31, 2016, Rallye S.A. held, directly or indirectly, 50.34% of the equity securities and 63.73% of the voting power of Casino.

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