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CNOVA N.V.

Proxy For Annual General Meeting of Shareholders

(Must be presented at the meeting or received prior to 11:59 P.M.

Central European Summer Time on June 18, 2024)

The undersigned hereby appoints P.C.S. van der Bijl, civil law notary and partner of

NautaDutilh N.V., or any substitute to be appointed by him, in its capacity as sole member

of the proxy committee of Cnova N.V., acting singly, as proxy of the undersigned, with full

power of substitution and revocation, to attend and address the Annual General Meeting of

Shareholders of Cnova N.V. to be held on Friday June 21, 2024, at 11:30 a.m. CEST, at

Beethovenstraat 400, 1082 PR Amsterdam, the Netherlands (the "AGM") and, in general, to

exercise all rights of the undersigned in respect of the ordinary shares in the capital of

Cnova N.V., nominal value EUR 0.05 per share, to which the undersigned is entitled on May

24, 2024 (the "Shares") in its discretion upon all matters which may properly come before

such meeting, and instructs such proxy to endeavor to vote or cause to be voted the Shares

at such meeting in the manner specified on the reverse side hereof. If no direction is made

or if multiple directions are made, this proxy will be voted, as recommended by the board of

directors of Cnova N.V., FOReach of the proposals (3) and (5) through (13). This proxy is

governed by Dutch law. Any and all proxies given by the undersigned prior to this proxy are

hereby revoked.

1.1

(Continued and to be signed on the reverse side)

14475

ANNUAL GENERAL MEETING OF SHAREHOLDERS OF

Cnova N.V.

June 21, 2024

NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIAL:

The Notice of and Agenda for the Annual General Meeting of Shareholders and

the Explanatory Notes to the Agenda for the Annual General Meeting of Shareholders

are available at www.cnova.com.

Please sign, date and mail

your proxy card in the

envelope provided as soon

as possible.

Please detach along perforated line and mail in the envelope provided.

00033333333330000000

5

062124

THE COMPANY RECOMMENDS A VOTE "FOR" PROPOSALS 3 AND 5 THROUGH 13.

IF NO VOTE IS RECORDED, YOUR VOTE SHALL BE CONSIDERED A VOTE FOR THE AGENDA ITEM(S) CONCERNED.

x

PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE

3.

Remuneration report for the financial year 2023

FOR

AGAINST

ABSTAIN

5.

Adoption of the annual accounts for the financial year 2023

6.

Release from liability of the members of the Board with respect to the perform-

7.

ance of their duties during the financial year 2023

Instruction to KPMG Accountants N.V. as the external auditor of the Company

8.

for the financial year 2024

Adoption of the remuneration policy for the Board

9. Appointment of Mrs. Béatrice Davourie as Non-Executive Director

10. Reappointment of Mr. Silvio José Genesini Junior as Non-Executive Director

  1. Authorization of the Board to acquire ordinary shares in the capital of the Company
  2. Delegation of the authority to issue ordinary shares and special voting shares and to grant rights to subscribe for such shares
  3. Delegation of the authority to limit and exclude pre-emption rights in respect of any issue of ordinary shares or any granting of rights to subscribe for such shares

To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method.

Signature of Shareholder

Date:

Signature of Shareholder

Date:

Note:

Please sign exactly as your name or names appear on this Proxy. When

shares

are held jointly, each

holder should sign. When signing as executor, administrator, attorney, trustee, guardian

or other

fiduciary, please

give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person.

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Disclaimer

Cnova NV published this content on 07 May 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 07 May 2024 06:34:06 UTC.