Cnova N : Explanatory notes – Cnova NV AGM 2024

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CNOVA N.V.

EXPLANATORY NOTES TO THE AGENDA

Explanatory notes to the agenda for the annual general meeting of shareholders of Cnova N.V. (the "Company") to be held on Friday June 21, 2024, at 11:30 a.m. CEST, at Beethovenstraat 400, 1082 PR Amsterdam, the Netherlands (the "AGM").

Agenda item 2: Board report for the financial year 2023 (discussion item)

Dutch law requires the board of directors of the Company (the "Board") to annually prepare a board report, which must give a true and fair view of the position on the balance sheet date of the annual accounts, the developments during the financial year and the results of the Company and its group companies of which the financial information has been included in the annual accounts. Under Dutch law, the board report must also be discussed at the annual general meeting of shareholders. The contents of such board report are subject to Dutch law and the Dutch Corporate Governance Code.

In its meeting held on October 30, 2014, the general meeting of shareholders of the Company (the "General Meeting") approved the use of the English language for the annual board report, in accordance with section 2:391(1) of the Dutch Civil Code ("DCC"), and for the balance sheet items in the annual accounts, in accordance with section 2:362(7) DCC. As such, and due to the international nature of the Company's business, the board report for the financial year 2023 (the "Board Report") and the balance sheet items in the annual accounts for the financial year 2023 (the "Annual Accounts") have been prepared in the English language.

Agenda item 3: Remuneration report for the financial year 2023 (advisory voting item)

In accordance with sections 2:135b (1) and (2) DCC, the implementation of the Company's remuneration policy in 2023 has been disclosed in the remuneration report as part of the Board Report and such remuneration report will be discussed and put to an advisory vote.

Proposed resolution

In accordance with and further to the explanatory notes to the agenda for the 2024 annual general meeting of shareholders, to approve, as an advisory vote, the remuneration report over the financial year 2023 as included in the Board Report.

Agenda item 4: Allocation of results and dividend policy (discussion item)

The Dutch Corporate Governance Code recommends that the Company's dividend policy (the level and purpose of the addition to the reserves, the amount of the dividend and the type of dividend) be discussed at the AGM.

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For the financial year 2023, the Company's Annual Accounts show a loss both on a standalone basis and on a consolidated basis. In view of these losses, the Board did not see any reason to reconsider its policy of not paying any dividends and resolved to charge the losses shown in the Annual Accounts against the retained earnings.

Agenda item 5: Adoption of the annual accounts for the financial year 2023 (voting item)

Dutch law requires the Board to annually prepare annual accounts, consisting of a balance sheet and a profit and loss account with respect to the preceding financial year, as well as consolidated accounts and explanatory notes thereto. The Board has drawn up the Annual Accounts, which were signed by all members of the Board. Dutch law provides that the general meeting of shareholders is the corporate body authorized to formally adopt the Annual Accounts.

As indicated above, the Company has finalized the Annual Accounts, and therefore it is now proposed to the General Meeting to adopt the Annual Accounts.

Proposed resolution

In accordance with and further to the explanatory notes to the agenda for the 2024 annual general meeting of shareholders, to adopt the Annual Accounts drawn up by the Board and signed by all members of the Board.

Agenda item 6: Release from liability of the members of the Board with respect to the performance of their duties during the financial year 2023 (voting item)

In accordance with Dutch law, if the General Meeting adopts the Annual Accounts, such adoption does not automatically release the members of the Board from liability with respect to the performance of their duties during the financial year 2023. Instead, such proposal should be made separate from the proposal to adopt the Annual Accounts. Consequently, it is now proposed to the General Meeting to release the members of the Board from liability with respect to the performance of their duties during the financial year 2023.

In principle, this proposed release from liability only extends to matters that are disclosed in the Annual Accounts or have otherwise been disclosed to the General Meeting.

Proposed resolution

In accordance with and further to the explanatory notes to the agenda for the 2024 annual general meeting of shareholders, to release the members of the Board from liability with respect to the

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performance of their duties during the financial year 2023.

Agenda item 7: Instruction to KPMG Accountants N.V. as the external auditor of the Company for the financial year 2024 (voting item)

Under Dutch law, the general meeting of shareholders is, in principle, the corporate body authorized to annually appoint the external independent auditor for the audit of the Company's annual accounts. In the 2023 annual general meeting of shareholders of the Company (the "2023 AGM"), KPMG Accountants N.V. was appointed as the external independent auditor for the audit of the annual accounts for the financial year 2023.

In selecting the external independent accountant for the financial year 2024, the Board has come to the conclusion that a renewal of the appointment of KPMG Accountants N.V. would best serve the Company, in view of their knowledge of the Company, continued focus on engagement performance and quality.

It is now proposed to appoint KPMG Accountants N.V. as the external independent auditor for the audit of the Company's annual accounts, the Company's annual report and, if applicable, the Company's sustainability reporting, in each case for the financial year 2024.

Proposed resolution

In accordance with and further to the explanatory notes to the agenda for the 2024 annual general meeting of shareholders, to appoint KPMG Accountants N.V. as the external independent auditor for the audit of the Company's annual accounts, the Company's annual report and, if applicable, the Company's sustainability reporting, in each case for the financial year 2024.

Agenda item 8: Adoption of the remuneration policy for the Board (voting item)

The Company's remuneration policy for the Board has most recently been adopted at the 2020 annual general meeting of shareholders of the Company. This remuneration policy must be submitted to the General Meeting for approval at least once every four years. No changes to the Company's remuneration policy for the Board are currently being proposed.

It is now proposed that the Company's existing remuneration policy for the Board be adopted.

Proposed resolution

In accordance with and further to the explanatory notes to the agenda for the 2024 annual general meeting of shareholders, to adopt the remuneration policy for the Board with effect from the beginning of the financial year 2024.

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Agenda item 9: Appointment of Mrs. Béatrice Davourie as Non-Executive Director (voting item)

By written resolution dated May 3, 2024, the Board appointed Mrs. Béatrice Davourie as replacement non-executive director with effect from May 10, 2024, under Article 13.10 of the Company's articles of association (the "Articles of Association").

It is now proposed that Mrs. Davourie will be formally appointed as Non-Executive Director for a period ending at the end of the Company's annual general meeting of shareholders to be held in 2027.

Mrs. Davourie serves as General Counsel at the Casino Group. Prior to joining Casino, she held senior legal executive positions at Groupe Louis Delhaize and CapGemini. Among others, she holds an Executive MBA from ESSEC business school and a master's degree in corporate and tax law from Paris Panthéon-Assas University.

Mrs. Davourie is being nominated for appointment in view of her financial and management experience in international business, her knowledge and experience in social and employment related matters, her understanding of corporate responsibility and her experience in disclosure and communication matters.

Proposed resolution

In accordance with and further to the explanatory notes to the agenda for the 2024 annual general meeting of shareholders, to appoint Mrs. Béatrice Davourie as Non-Executive Director for a period ending at the end of the Company's annual general meeting of shareholders to be held in 2027.

Agenda item 10: Reppointment of Mr. Silvio José Genesini Junior as Non-Executive Director (voting item)

In the 2021 annual general meeting of shareholders of the Company, the General Meeting reappointed Mr. Silvio José Genesini Junior as Non-Executive Director of the Company for a period ending at the at the end of the Company's annual general meeting of shareholders to be held in 2024, being this AGM.

It is now proposed that Mr. Genesini Junior will be reappointed as Non-Executive Director for a period ending at the end of the Company's annual general meeting of shareholders to be held in 2027.

Silvio J. Genesini was appointed to serve as a replacement director effective December 8, 2014,

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and was subsequently appointed non-executive director in May 2015. Mr. Genesini acts as one of our independent directors. He currently serves as a member of the board of directors of Algar, (Brazilian conglomerate with telecom, IT and agribusiness operations), CVC (Brazilian public tourism operator). brMalls (Shopping Malls Operator) and Anima Educação (Private Universities). Mr. Genesini previously served as Chief Executive Officer of Grupo Estado from 2009 to 2012, a Brazilian media group, as the managing director of Brazilian operations for Oracle Corporation from 2004 to 2009, and as a partner at Accenture and Andersen Consulting. Mr. Genesini holds a degree in industrial engineering from Universidade de São Paulo.

Mr. Genesini Junior is being nominated for reappointment in view of his financial and management experience in international business, his knowledge and experience in social and employment related matters, his understanding of corporate responsibility and his experience in disclosure and communication matters.

Proposed resolution

In accordance with and further to the explanatory notes to the agenda for the 2024 annual general meeting of shareholders, to reappoint Mr. Silvio José Genesini Junior as Non-Executive Director for a period ending at the end of the Company's annual general meeting of shareholders to be held in 2027.

Agenda item 11: Authorization of the Board to acquire ordinary shares in the capital of the Company (voting item)

Under Article 10 of the Company's articles of association (the "Articles of Association") and Dutch law, the Company may, subject to certain statutory Dutch law provisions, acquire for consideration and hold, hold as pledgee and/or hold through its subsidiaries, up to fifty percent (50%) of the Company's issued share capital. Any acquisition of shares in the Company's own capital for consideration is subject to the authorization of the General Meeting, which authorization shall be valid for no more than eighteen (18) months.

The General Meeting has most recently granted such authorization, subject to certain limitations, in the 2023 AGM, which authorization was effective as of, and for a period of eighteen months from, the date of the 2023 AGM. In Dutch corporate practice, an annual renewal of the authorization is customary.

It is now proposed to authorize the Board to perform acquisitions by the Company of up to 50% of the issued share capital of the Company from time to time, by any means, including through derivative products, purchases on any stock exchange, through any private purchase or block trade, or otherwise, for a price or value that is between nil and an amount which is not higher than 110% of the average market price of such ordinary shares on Euronext Paris (such average market price

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being the average of the closing prices on each of the ten (10) consecutive trading days preceding the second day prior to the date the acquisition is agreed upon by the Company), for a period of eighteen (18) months with effect from this AGM, exclusive of any fees, commissions or other expenses related to such acquisitions, all subject to the limitations provided for in Article 10 of the Articles of Association and Dutch law.

Proposed resolution

In accordance with and further to the explanatory notes to the agenda for the 2024 annual general meeting of shareholders, to authorize the board of directors to perform acquisitions by the Company for a period of eighteen (18) months with effect from the 2024 annual general meeting of shareholders. The number of ordinary shares to be acquired pursuant to this authorization, the manner in which such shares may be acquired and the limits within which the price must be set have been specified in the explanatory notes to the agenda.

Agenda item 12: Delegation of the authority to issue ordinary shares and special voting shares and to grant rights to subscribe for such shares (voting item)

Under Article 6 of the Articles of Association and Dutch law, the General Meeting may delegate to the Board the authority to resolve upon the issuance of ordinary shares and special voting shares and to grant rights to subscribe for such shares. Such delegation shall only be valid for a specified period of not more than five (5) years and may from time to time be extended by the General Meeting with a period of not more than five (5) years.

The General Meeting has most recently delegated the authority to resolve upon the issuance of ordinary shares and special voting shares and to grant rights to subscribe for such shares, in the 2023 AGM. In Dutch corporate practice, an annual renewal of the authorization is customary.

It is now proposed to delegate to the Board the authority to resolve on the issuance of ordinary shares and special voting shares up to the maximum number allowed to be issued under the Company's authorized share capital as stipulated in the Articles of Association from time to time, and to grant rights to subscribe for such ordinary shares and special voting shares up to such maximum number, for a period of five (5) years with effect from this AGM, which delegation shall include the authority to determine the price and further terms and conditions of any such share issuance or grant.

Proposed resolution

In accordance with and further to the explanatory notes to the agenda for the 2024 annual general meeting of shareholders, to delegate to the board of directors the authority to resolve on the issuance of ordinary shares and special voting shares up to the maximum number allowed to be

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