REGISTRATION DOCUMENT

Free translation for information purposes only. In the event of any ambiguity or conflict between corresponding statements or other items contained in such English translation and the original Spanish version, the original Spanish version shall prevail.

May 2011

This Registration Document has been approved by the National Securities Market Commission (Comisin Nacional del Mercado de Valores, or "CNMV") and registered in its official registers on 13 May 2011.
In accordance with Royal Decree 1310/2005 of 4 November 2005 and Order EHA 3537/2005 of 10 November 2005, this Registration Document has been drafted in accordance with the model set forth in Annex I of Commission Regulation EC 809/2004 of 29 April 2004 on application of Directive 2003/71/EC of the European Parliament and of the Council, and other applicable legislation

TABLE OF CONTENTS Page I. 1. 2. RISK FACTORS RISK FACTORS RELATED TO DIA GROUP BUSINESS ...................................... 7 RISK FACTORS RELATED TO SECTOR IN WHICH DIA GROUP OPERATES ................................................................................................................... 17

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INFORMATION ON THE ISSUER (ANNEX I OF COMMISSION REGULATION (EC) 809/2004 OF 29 APRIL 2004) PERSONS RESPONSIBLE.......................................................................................... 20 1.1 Identification of the persons responsible for the Registration Document ........... 20 1.2 Declaration of the persons responsible for the Registration Document .............. 20 AUDITORS .................................................................................................................... 21 2.1 Names and addresses of the issuers auditors for the period covered by the historical financial information (together with their membership in a professional body) ............................................................................................... 21 2.2 If auditors have resigned, been removed or not been re-appointed during the period covered by the historical financial information, details if material ......... 21 SELECTED FINANCIAL INFORMATION ............................................................. 22 3.1 Selected historical financial information on the Issuer ....................................... 22 3.2 If selected financial information for interim periods is provided, comparative data from the same period in the prior financial year must also be provided, except that the requirement for comparative balance sheet information is satisfied by presenting the year-end balance sheet information .......................................................................................................... 25 RISK FACTORS ........................................................................................................... 27 INFORMATION ABOUT ISSUER............................................................................. 28 5.1 History and development of the Issuer ................................................................ 28 5.2 Investments .......................................................................................................... 42 BUSINESS OVERVIEW .............................................................................................. 52 6.1 Principal activities ............................................................................................... 52 6.2 Principal markets ................................................................................................. 90 6.3 Where the information given pursuant to items 6.1. and 6.2. has been influenced by exceptional factors, mention that fact ........................................... 97 6.4 If material to the Issuer's business or profitability, disclose summary information regarding the extent to which the Issuer is dependent on patents or licences, industrial, commercial or financial contracts or new manufacturing processes. .................................................................................... 98 6.5 The basis for any statements made by the Issuer regarding its competitive position. ............................................................................................................... 98

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ORGANISATIONAL STRUCTURE .......................................................................... 99 7.1 If the Issuer is part of a Group, a brief description of the Group and the Issuer's position within the Group. ...................................................................... 99 7.2 A list of the Issuer's significant subsidiaries, including name, country of incorporation or residence, proportion of ownership interest and, if different, proportion of voting power held ........................................................ 102 PROPERTY, PLANT AND EQUIPMENT .............................................................. 105 8.1 Information regarding any existing or planned material tangible fixed assets, including leased properties, and any major encumbrances thereon. ...... 105 8.2 Description of any environmental issues that may affect the issuer's utilization of the tangible fixed assets ............................................................... 114 OPERATING AND FINANCIAL ANALYSIS ........................................................ 115 9.1 Financial condition ............................................................................................ 115 9.2 Operating profit ................................................................................................. 115 CAPITAL RESOURCES............................................................................................ 133 10.1 Information concerning the issuers capital resources (both short and long term) .................................................................................................................. 133 10.2 Explanation of the sources and amounts of and a narrative description of the issuers cash flows ............................................................................................. 143 10.3 Information on the borrowing requirements and funding structure of the Issuer ................................................................................................................. 145 10.4 Information regarding any restriction on the use of capital resources that, directly or indirectly, has significantly affected or could significantly affect the Issuer's operations ........................................................................................ 149 10.5 Information regarding the anticipated sources of funds needed to fulfil commitments referred to in items 5.2.3 and 8.1 ................................................ 149 RESEARCH AND DEVELOPMENT, PATENTS AND LICENCES ................... 150 11.1 Research and Development ............................................................................... 150 11.2 Rights in intangible assets ................................................................................. 150 TREND INFORMATION .......................................................................................... 156 12.1 The most significant recent trends in production, sales and inventory, and costs and selling prices since the end of the last financial year to the date of the registration document. ................................................................................. 156 12.2 Information on any known trends, uncertainties, demands, commitments or events that are reasonably likely to have a material effect on the Issuer's prospects for at least the current financial year. ................................................ 156 PROFIT FORECASTS OR ESTIMATES................................................................ 160 13.1 A statement setting out the principal assumptions upon which the Issuer has based its forecast or estimate. ............................................................................ 160 13.2 A report prepared by independent accountants or auditors stating that in the opinion of the independent accountants or auditors the forecast or estimate has been properly compiled on the basis stated and that the basis of accounting used for the profit forecast or estimate is consistent with the accounting policies of the Issuer. ...................................................................... 164 13.3 The profit forecast or estimate must be prepared on a basis comparable with the historical financial information. .................................................................. 165

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If the Issuer has published a profit forecast in a prospectus which is still outstanding, provide a statement setting out whether or not that forecast is still correct as at the time of the registration document, and an explanation of why such forecast is no longer valid if that is the case. ................................ 174 ADMINISTRATIVE, MANAGEMENT, AND SUPERVISORY BODIES AND SENIOR MANAGEMENT ........................................................................................ 175 14.1 Name, business address and position with the Issuer of the following persons, indicating the principal activities they engage in apart from the Issuer, if those activities are significant with respect to the Issuer ................... 175 14.2 Conflicts of interest of the administrative, management and supervisory bodies, and senior managers .............................................................................. 192 COMPENSATION AND BENEFITS ....................................................................... 196 15.1 Amount of compensation paid (including contingent or deferred fees) and in-kind benefits given to these persons by the Issuer and its subsidiaries for services of any kind rendered by any person to the Issuer and its subsidiaries ........................................................................................................ 196 15.2 The total amounts set aside or accrued by the Issuer or its subsidiaries to provide pension, retirement or similar benefits ................................................. 198 MANAGEMENT PRACTICES ................................................................................. 204 16.1 Date of expiration of current authority, if any, and period during which the person has served in the position ....................................................................... 204 16.2 Information regarding contracts of members of administration, management or supervision bodies with the Issuer or any of its subsidiaries that contemplate benefits upon termination of services, or the corresponding negative statement ............................................................................................. 205 16.3 Information regarding the audit committee and the compensation committee of the Issuer, including names of the members of the committees and a summary of the internal regulation ................................................................... 206 16.4 A statement as to whether or not the Issuer complies with its country of incorporations corporate governance regime(s). In the event that the Issuer does not comply with such a regime, a statement to that effect together with an explanation regarding why the Issuer does not comply with such regime ... 211 EMPLOYEES .............................................................................................................. 217 17.1 Either the number of employees at the end of the period or the average for each financial year for the period covered by the historical financial information and a breakdown of persons employed by main category of activity and geographic location........................................................................ 217 17.2 Shareholdings and stock options ....................................................................... 219 17.3 Description of any arrangements for involving the employees in the capital of the Issuer ....................................................................................................... 219 MAJOR SHAREHOLDERS ...................................................................................... 220 18.1 In so far as is known to the Issuer, the name of any person other than a member of the administrative, management or supervisory bodies who, directly or indirectly, has an interest in the Issuers capital or voting rights which is notifiable under the Issuer's national law, together with the amount of each such persons interest or, if there are no such persons, an appropriate negative statement .......................................................................... 220

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Whether the Issuer's major shareholders have different voting rights, or the corresponding negative statement. .................................................................... 222 18.3 To the extent known to the Issuer, state whether the Issuer is directly or indirectly owned or controlled and by whom and describe the nature of such control and describe the measures in place to ensure that such control is not abused. ............................................................................................................... 222 18.4 Description of any agreement known to the Issuer, the application of which on a later date could result in a change in control of the Issuer ........................ 222 TRANSACTIONS WITH RELATED PARTIES .................................................... 223 19.1 Related party transactions with directors and senior managers ........................ 223 19.2 Transactions with related shareholders and companies .................................... 223 FINANCIAL INFORMATION CONCERNING ISSUERS ASSETS AND LIABILITIES, FINANCIAL POSITION AND PROFITS AND LOSSES ........... 229 20.1 Historical financial information ........................................................................ 229 20.2 Pro forma financial information ........................................................................ 254 20.3 Financial statements .......................................................................................... 254 20.4 Audit of annual historical financial information ............................................... 254 20.5 Age of most recent financial information.......................................................... 255 20.6 Interim and other financial information ............................................................ 255 20.7 Dividend policy ................................................................................................. 276 20.8 Judicial and arbitration proceedings .................................................................. 277 20.9 Significant change in the Issuers financial or trading position ........................ 283 ADDITIONAL INFORMATION .............................................................................. 284 21.1 Capital ............................................................................................................... 284 21.2 Memorandum and articles of association .......................................................... 285 MATERIAL CONTRACTS ....................................................................................... 297 22.1 A summary of each material contract, other than contracts entered into in the ordinary course of business, to which the Issuer or any member of the Group is a party, for the two years immediately preceding publication of the registration document. ....................................................................................... 297 22.2 A summary of any other contract (not being a contract entered into in the ordinary course of business) entered into by any member of the Group which contains any provision under which any member of the Group has any obligation or entitlement which is material to the Group as at the date of the registration document. ................................................................................. 300 THIRD PARTY INFORMATION AND STATEMENTS BY EXPERTS AND DECLARATIONS OF ANY INTEREST ................................................................. 301 23.1 Where a statement or report attributed to a person as an expert is included in the registration document, provide such persons name, business address, qualifications and material interest if any in the Issuer. If the report has been produced at the Issuers request, a statement to that effect, that such statement or report is included, the form and context in which it is included, with the consent of the person who has authorised the content of that part of the registration document. ................................................................................. 301 23.2 Where information has been sourced from a third party, provide a confirmation that this information has been accurately reproduced and that as far as the Issuer is aware and is able to ascertain from information

published by that third party, no facts have been omitted which would render the reproduced information inaccurate or misleading. In addition, identify source(s) of the information. ................................................................ 301 24. DOCUMENTS ON DISPLAY ................................................................................... 302 25. INFORMATION ON HOLDINGS. ....... 304

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RISK FACTORS RISK FACTORS RELATED TO THE DIA GROUP BUSINESS Risks related to separation from the Carrefour group and independent operation As described in detail in section 18 of this Registration Document, once the distribution of 100% of the shares of DIA to the shareholders of Carrefour, Socit Anonyme is approved by the general meeting of shareholders of Carrefour, Socit Anonyme (scheduled for 21 June 2011) DIA will cease to be a part of the Carrefour group. In preparation for that separation, the DIA Group is strengthening its central structures to cover certain functions previously performed by the Carrefour group. The separation from the Carrefour group brings operating and financial risks, notable among which are: Loss of negotiating power with suppliers of supplier brand products: prior to the separation, the DIA Group and the Carrefour group have purchased certain products jointly, principally and basically Mass Market Products (Productos Gran Consumo, or PGC), that can be distributed without distinction in all countries in which the DIA Group operates (because they are in a form and of a size appropriate for all customers in those countries). The DIA Group and the Carrefour group, by signing various agreements dated 9 May 2011 (which are described in greater detail in section 22.1 below), have agreed: (a) to continue negotiating jointly through Carrefour World Trade S.A. (a company in the Carrefour group) for supplier brand products, basically Mass Market Products (PGC), on an international basis until 31 December 2011, maintaining the commitments undertaken by the Carrefour group with the suppliers of this kind of product; and (b) to continue negotiating jointly through Interdis (a company in the Carrefour group) for supplier brand Mass Market Products (PGC) in France until 29 February 2012, maintaining the commitments undertaken by the Carrefour group with the suppliers of this kind of product; after which dates, respectively, the DIA Group will have to negotiate individually for the acquisition of supplier brand products. Such negotiation with suppliers on an individual basis could result in higher prices and, as a result, decreased margins, which could adversely affect the financial situation and operating results of the DIA Group. The Company has estimated this risk at 24.3 million euros in 2010, had the separation occurred in that year, which would have negatively affected the "cost of sales" line item. This would have affected 0.6% of the sales volume of supplier brand Mass Market Products (PGC) in 2010 and 0.3% of total 2010 sales. This impact would amount to 0.4% of total sales in 2012 and 2013.

Maintaining negotiating power with suppliers of own brand products: prior to the separation, the DIA Group and the Carrefour group have negotiated jointly in Spain and France for approximately 50% of the own brand Mass Market Products (PGC). As a result of the agreement signed on 9 May 2011 for the purchase of own brand products jointly with the Carrefour group (which is described in greater detail in section 22.1 below), the separation will imply maintaining negotiation of own brand products in these countries, for a period of 3 years from the first day on which DIA is traded, thus maintaining certain synergies for both the DIA Group and the Carrefour group. Had this agreement, covering approximately 50% of own brand Mass Market Products, not been signed it is estimated that DIA would have incurred an additional expense of approximately 10 million euros in 2010 in this category (which represents 0.6% of sales of own brand Mass Market Products (PGC) in Spain and France in 2010 and 0.1% of total 2010 sales), and this additional expense would have represented up to 0.2% of total sales in 2012 and 2013 (see table 7 in section 6). Risk deriving from the need to hire more personnel, incurring additional costs so that the DIA Group may function on a totally independent basis. The Company has estimated this risk, which has a negative impact on the "Personnel Expenses" account, at approximately 11 million euros per annum, so half of that figure would affect the profits of the current year. This amount would include the additional cost resulting from the new composition of the Company's board of directors. Risk deriving from an increase in operating expenses as a result of, among other things: Loss of negotiating power with advertising agencies and in contracting for computer services (in particular as regards IP, insurance and use of payment services): to date, the DIA Group has benefited from the master agreements signed between the Carrefour group and certain agencies for the provision of advertising services and certain suppliers of computer services. After the separation, the terms of these agreements will continue to be applicable to the DIA Group, specifically until 31 December 2011. After this date, the DIA Group will independently negotiate the agreements with advertising agencies and/or suppliers of computer services. It is possible that the DIA Group will not be able to enter into these agreements on the same advantageous terms and conditions that it has been enjoying.

Risk deriving from securing new insurance policies (principally insurance related to tangible fixed assets, and also, among other things, civil liability and transport insurance): historically, the DIA Group has benefited from an umbrella insurance policy of the Carrefour group to cover the principal risks deriving from its business. That policy will remain in effect (including for the DIA Group) until 30 June 2011. After the separation of the DIA Group from the Carrefour group, it is possible that the DIA Group will not be able to obtain and maintain insurance policies on the same terms it has been enjoying.

The Company has estimated this increase in operating expenses at 11 million euros per annum, so half of that figure would affect the profits of the current year. Similarly, the Company has estimated operating expense savings in respect of the consulting services that the Carrefour group has been providing, in the amount of approximately 39 million euros in 2010. This saving has been estimated at approximately 22 million euros for 2011 (corresponding to half of that financial year) and around 45 million euros for the years 2012 and 2013 (by comparison with what would have been paid by the DIA Group had it remained in the Carrefour group). Loss of support, in the medium and long term, when entering new countries in which the Carrefour group is present. Risk deriving from cash management and financial debt with the Carrefour group: after separation from the Carrefour group, the DIA Group will have to manage all of its cash itself. The DIA Group cannot guarantee that it is capable of managing its cash and its financial debt in the same manner as when it was backed by the Carrefour group, as a result of not being able to them with the same ease. Risk deriving from termination of certain contracts: although the DIA Group believes that the separation from the Carrefour group should not have a material effect on the vast majority of contracts it has signed, the possibility that there may be some contracts signed in the ordinary course of business that could contain a clause allowing the counterparty to that agreement to terminate it prematurely cannot be discarded.

By way of conclusion, the total effect of separation of DIA from the Carrefour group on the operating results of the DIA Group would be +11 million euros, -19 million euros and -19 million euros in the 2011, 2012 and 2013 financial years, respectively. The impact would have been -7 million euros in 2010 Finally, if any of the risks referred to in this subsection 2.1 that it has not been possible to quantify arises, that risk could have a negative impact on the DIA Group's figures.

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Operating risks deriving from management model The DIA Group manages retail stores directly and by way of the franchise scheme, the intention of the Group being to convert management of a significant number of its retail stores to the franchise scheme, as described in section 13 below. In particular, as at 31 December 2010, the number of stores operated under the franchise scheme constituted 32.5% of total stores of the DIA Group (which generated around 17.9% of total sales of the Group). It is contemplated that this figure of stores operated under the franchise scheme will reach 40% in 2013. To this end, the DIA Group signs franchise agreements with third parties, covering the applicable terms and conditions in detail, because franchising in certain countries either lacks developed legal regulation, or the regulation is minimal, the result being that it is not clearly differentiated from other legal concepts. The operation of retail stores as franchises involves operating risks, notable among which are: Risks associated with the "Dia" and other Group trademarks: improper use of the trademark for activities other than those for which the licence for use was granted, and/or sponsorship of activities not controlled by the DIA Group. Risks associated with commercial policy: application of a commercial pricing policy other than the one recommended by the DIA Group for its product selection, distorting the Group's general price image and resulting in consumer confusion. Also, any sale of products other than those in the DIA Group product selection, which cannot be found in its own retail stores or other franchised stores, would generate the same confusion. Risks associated with corporate image: management independent of and different from that of other retail stores, company owned or franchised, not respecting the standards of DIA Group stores. Any breach could have an adverse impact on the commercial and corporate image of the DIA Group. Risks associated with lease agreements: loss of a point of sale by reason of termination or breach of lease agreements of the retail stores signed by franchisees. Risks associated with non-renewal of contracts: risk that franchisees will not be interested in renewing franchise agreements upon conclusion thereof, particularly in those countries in which a single franchisee operates multiple franchises of both the DIA Group and the Carrefour group, in particular due to the non-competition commitments that have been assumed. This risk may be accentuated in those cases in which the franchisee has signed a single master agreement with the DIA Group for operation of multiple retail stores.

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Also, there is the risk that the franchisees will form associations to be in a position to pressure the DIA Group to achieve more favourable conditions. Finally, if any of the risks referred to in this subsection 2.2 arises, that risk could have a negative impact on the DIA Group's figures. 1.3 Risks related to brands and advertising Both the recognition and image of the DIA Group, of the "Dia" brand and the other Group brands (for greater detail on the Group's brands, see section 11.2.1 of this Registration Document), and customer loyalty are crucial to the growth and development of the business. The reputation and recognition of its brands are affected by a series of factors, including factors that may be beyond its control, such as those related to changes in customer preferences and perception. An event materially damaging to the reputation or recognition of one or more of its brands, and/or significant inability to maintain the attractiveness thereof among its customers, could have a material adverse effect on the value of its brands and, therefore, on the business, the financial situation and the results of the Group's operations. In addition, the capacity of the Group to compete successfully in its principal markets depends in part on its brand image. Unauthorised use of the Group's industrial property could damage its reputation or favour competitors. It cannot be guaranteed that the damage caused by such unauthorised use could be compensated by any legal remedies. In addition, the Group's brands may be adversely affected by, among other things, unreliable service levels, low-quality customer service, loss and unauthorised disclosure of personal information, deterioration of the products marketed, or any other kind of negative publicity related to the Group's business. Also, although the Group believes that none of its products or services materially infringes exclusive rights of third parties, one cannot rule out the possibility that it may be the target of claims of third parties related to industrial and intellectual property. Furthermore, if such claims are successful, the capacity of the Group to use or license products may be blocked, which could result in a loss of intellectual or industrial property protection for the affected parts of the Group's business. 1.4 Risk of liability for defective products The DIA Group business is exposed to the risks of civil liability inherent in the marketing of food products. Despite the fact that the DIA Group does not directly produce any of the products it distributes, it cannot be guaranteed that no liability complaints will be presented against the DIA Group. The safety and quality of the products is essential to the maintenance of consumer confidence. A material error in the procedures for control of the integrity of the products could translate to decreased confidence, resulting in a loss of customers and an adverse impact on the "Dia" brand and its reputation, which would affect the "sales" account.

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Risks associated with expansion The growth strategy of the Group has been based on (i) new openings (a strategy currently pursued by the DIA Group) and (ii) acquisition of other supermarket chains, integrating their assets into the established commercial structure, which has allowed the Group to benefit from the synergies deriving from incorporation of new retail stores into the existing structure. The strategy for the opening of new stores includes the opening of both own stores (that is, stores managed by the DIA Group) and franchises. The opening of the former depends on multiple factors, such as identification and subsequent acquisition, construction, remodelling or lease of premises at appropriate sites, the ability to negotiate the corresponding acquisition or lease agreements on market terms and the existing and future level of competition in the areas where the retail stores are located. Investments in the opening of its own new retail stores may decrease the margins of the DIA Group until the new investments reach maturity. Regarding stores managed under the franchise scheme, although investments in these stores are less than the investments for the opening of own retail stores, the commercial margins are lower. As a result the DIA Group cannot guarantee (i) the stability of this model, (ii) that this growth in the number of its own or franchised retail stores will result in increased profitability or (iii) that the growth rate will be maintained over coming years. In the case of new acquisitions, the Group's results will depend on its capacity to continue to integrate the acquired undertakings, using the necessary qualified personnel, benefiting from the potential resulting synergies without losing operating control. These acquisitions also require the corresponding financing funds. It cannot be guaranteed that the cash flows generated by the Group or such external financing as may be secured will be sufficient to finance its growth plans. The Group's capacity to secure outside financing at reasonable cost may depend to a certain extent on the conditions in the financial markets, over which the Group has no control. For example, it cannot guarantee sufficient protection against the adverse effects deriving from a possible change in interest rates. If the cash flows generated or the outside financing are not sufficient, the DIA Group's expansion plans could be delayed or cancelled, which could affect its market situation and results. Based on all of the foregoing, it cannot be guaranteed that this growth model will give the same results in the future as it has to date.

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Risk deriving from joint venture agreements In France (regarding Bladis S.A. (see section 22.1 for greater detail regarding the latter)) and Turkey (regarding Diasa Dia Sabanci Supermarketleri Ticaret Anonim Sirketi, through which the DIA Group engages in all of its business in Turkey), the Group has signed joint venture agreements. Such agreements provide for a cooperative relationship with local partners for the development of business strategies. If there are disagreements with any partner in a given country, the expansion plans in that country may be affected.

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Specifically, as explained in section 22.1 below, regarding the shareholders agreement for the Turkish company Diasa Dia Sabanci Supermarketleri Ticaret Anonim Sirketi signed between DIA and a local partner, (i) either of the parties may, in the event of disagreement regarding certain matters of particular importance in management of that company, initiate a process whereby DIA may end up choosing to acquire the interest of that local partner or, alternatively, sell its interest in that company to that partner, for a market price determined by independent experts (at the date of the Registration Document, the book value of the DIA Group's interest in the aforesaid Turkish company amounts to approximately 51.8 million euros, with the current value of estimated cash flows associated therewith being greater than that amount); and (ii) the local partner may maintain that the distribution of all of the capital of DIA as a dividend in kind to the shareholders of Carrefour Socit Anonyme constitutes an event of termination of that shareholders agreement. 1.7 Concentration of the business in certain countries In 2010 the Group generated around 70% of its sales in Spain and France. Any adverse impact of an economic, political, social or other nature in either of these two countries could adversely affect a significant part of the Group and, therefore, its results. 1.8 Exchange rate risk The use of currencies other than the euro in merchandise import transactions implies an exchange risk. In these cases the DIA Group uses a policy of exchange risk exposure hedging, not to obtain additional profits or cash flows, but rather to mitigate the impact of currency variations on its cash flows. Nevertheless, the Group cannot guarantee that this strategy appropriately hedges such variations in exchange rates as may occur in the future. In addition, the DIA Group is exposed to exchange rate risks related to conversion to euros of financial statements for all countries outside the euro zone (Turkey, Argentina, Brazil and China). These risks are not covered by any currency hedging policy. Finally, by way of clarification, the estimated calculation of the impact of a 10% appreciation/devaluation of all of the currencies as against the dollar on the consolidated equity of the Group as at 31 December 2010, deriving from conversion of the financial statements for all countries outside the euro zone, would have been less than 1% thereof. 1.9 Risk associated with decline in value of intangible assets (goodwill) As at 31 December 2010 the DIA Group's goodwill, as a result of acquisitions of companies or stores in Spain, France, Portugal and Turkey (for more detailed information see sections 5.2 and 20.1.1), is 414,435,000 euros. Goodwill is recognised at cost, that being understood to be the excess of the cost of combining businesses over the interest of the controlling company in the net fair value of the identifiable assets, liabilities and contingencies acquired. Although goodwill is not amortised, its recoverable value is reviewed at least annually, or

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more often if there is any indication of loss of value. For these purposes, calculations of recoverable value are adjusted to fair value based on future projections of cash flow of the group of units generating cash at the country level. In this review assumptions are made regarding future operations, results and market situation, which implies the use of estimates of sales, margins, growth percentages and discount rates. Because the assumptions are subjective, there are uncertainties, and it is possible that events may occur that could result in a need to reflect the losses in the book value of the goodwill. If this occurred it could have a material adverse effect on the results and financial situation of the Group. 1.10 Risks related to Group's financing The syndicated loan in the amount of 1,050,000,000 euros that has been agreed by DIA as borrower and certain Group companies as guarantors and certain lending institutions (for more detailed information see section 10) contains certain restrictions that could limit the capacity of the Group to, among other things, use its assets as collateral and engage in certain investments and divestitures. Breach of any of the obligations established in that agreement could entitle lenders to accelerate, terminate all additional financing disbursement commitments, or exercise the guarantees established by DIA or the Group companies, as applicable, to secure performance of its/their obligations under those agreements. Prior to signing the syndicated loan referred to above, the DIA Group obtained its financing from the Carrefour group. As at 31 December 2010, the financing extended to the DIA Group by the Carrefour group comprised approximately 90% of the total financing of the Group, net financial indebtedness at that date being 251,611,000 euros and it being estimated that, after the loan had been signed, that indebtedness foreseeably would reach 624,986,000 euros (for further information, see section 10 of this Registration Document). Also, the DIA Group may need unforeseen additional financing. In this regard, after signing the aforesaid agreement, the DIA Group will not be able to ensure that it can obtain additional financing from third parties on favourable terms and conditions. Finally, despite the fact that the DIA Group will attempt to manage its exposure to interest rate risk, it cannot be guaranteed that its future hedging will sufficiently protect it against the adverse effects of changes in interest rates. 1.11 Risks associated with management of human resources As at 31 December 2010, the DIA Group had 45,234 full-time employees. Any labour dispute, or the impossibility of reaching an agreement in the collective negotiations undertaken with the representatives of the workers at a country level could destabilise the operations of the Group or adversely affect the profitability of the business.

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Risks associated with provisioning, production and distribution The products sold by the DIA Group are manufactured or sourced principally in the country in which the business is conducted, or the bordering countries. This fact implies, on the one hand, greater dependence on those suppliers and the continuity of their businesses and, on the other hand, greater exposure to such political and economic conditions, labour disputes and disruptions and natural disasters as may occur in the geographical areas in which those suppliers conduct their businesses. In addition, failure of suppliers and manufacturers in the countries in which they operate to comply with regulations and/or their unethical conduct from an employment point of view could have an adverse effect on the international image of the DIA Group. Many of the products distributed by the DIA Group are perishables, for which reason an inaccurate assessment of demand or the impossibility of maintaining products in stock could complicate stock management and have an adverse impact on the operating results of the Group. Regarding product distribution, the DIA Group has a series of transport and distribution contracts (activities entirely entrusted to third parties). Any significant interruption in the operations of the transport network, insolvency of the suppliers and transporters, or termination of the aforesaid contracts could result in logistics problems and delays in distribution of products to the retail stores. In addition, non-compliance with tax and Social Security obligations by transporters could result in additional costs for DIA in the form of subsidiary liability. The fact that providers or transporters may not make deliveries, or perform their tasks, or that there may be a delay in their deliveries or performance of their tasks, and any additional costs associated with such delays or failures, could result in the generation of additional expenses for the DIA Group and a material adverse impact on its business, financial situation and operating results.

1.13

Judicial and administrative proceedings The DIA Group, at the date of this Registration Document, is involved in various lawsuits and arbitrations. As at 31 December 2010 the approximate total of such lawsuits and arbitrations reached 231,237,000 euros, with a total of 176,038,000 euros having been provisioned. As at 31 March 2011, the total amount of the aforesaid provisions amounted to 179,396,000 euros. As is the case of any operating company in the conduct of its ordinary business, the DIA Group has been and in the future may continue to be sued regarding the business it conducts. Also, for the same reason, it could be subject to administrative or judicial proceedings that could materially affect both its operations and its results.

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Risk associated with dividend policy The dividend distribution policy and the amount thereof are set by the general shareholders meeting of DIA on proposal of the board of directors.

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After admission to trading of the shares of DIA on the stock exchanges, it is DIA's intention to set the dividend policy based on distribution of between 30% and 50% of the net profit of the controlling company for each financial year. Also, payment of such dividends as DIA ultimately resolves will depend on various factors, including net profits, financial situation, financial debt service, cash requirements (including investment needs), future prospects of the business, and other factors deemed to be appropriate from time to time. Therefore, DIA cannot guarantee that it will be capable of distributing dividends to its shareholders in the future on the terms described in section 20.7 below. 1.15 No valuation of DIA shares at date of this Registration Document The sale price of the shares of DIA to be agreed by Norfin Holder, S.L. and Carrefour Socit Anonyme after approval by the latter's general shareholders meeting of the distribution of the shares of DIA among its shareholders (for more information see section 18.1 of this Registration Document) will be fixed on the date of signing the corresponding sale agreement. For this purpose the method used, among others, will be the method employing multiples of comparable listed companies, with no independent expert report backing it up and without the price deriving from the forecasts set out in section 13 of this Registration Document. 1.16 No expert opinion supporting assumptions used as basis for forecasts in section 13 The prospective financial information referred to in section 13 of this Registration Document is not supported by any third party opinion regarding the possibility of achieving the profits contemplated therein, or regarding the assumptions and hypotheses upon which that profit forecast is based. 1.17 Results of financial year ended 31 December 2010 The transfer by DIA of its interest in the Greek company DIA Hellas A.E. (the entity through which the DIA Group operated in Greece) in July of 2010 generated an extraordinary profit for the Company in an amount of 87,734,000 euros. From this figure it was necessary to subtract losses of 8,393,000 euros resulting from the business during the first semester of 2010, which results in a net impact of 79,341,000 euros. Had there been no such transfer, the profits for the financial year ended 31 December 2010 would have been approximately 37,553,000 euros, which represents a decrease of 70% by comparison with the after-tax profit of the ongoing business in 2009. 1.18 Competition between DIA Group and Carrefour group after the separation After the aforesaid separation, the DIA Group and the Carrefour group will become competitors, both having mutual knowledge of their respective businesses. In this regard, the Carrefour group, which operates in the majority of the countries in which the DIA Group is present, has a line of discount products and certain kinds of stores that could directly compete with the DIA Group stores.

16

2 2.1

RISK FACTORS RELATED TO THE SECTOR IN WHICH THE DIA GROUP OPERATES Risks related to macroeconomic, demographic and political environment The distribution sector is sensitive to changes in economic and macroeconomic conditions (levels of employment, local market conditions, the availability of financing, the terms of leases and other operating expenses) and demographic and political changes. The economic crisis has had a negative impact particularly on the mature countries in which the DIA Group operates: increased unemployment, decreased consumption, consumer confidence and disposable income, as well as the volatility of prices of raw materials and petroleum adversely affect the sales and profits of the DIA Group, due to the need to reposition prices and undertake aggressive promotions. In particular, the restriction of credit directly affects consumer demand. The reduction of demand and expenditure, and the change in habits of consumption (increased consumption of own brand, light, and bio products and the like) may result in increased pressure on sales and margins of the DIA Group, the negative effects of which thereon may not be recoverable by way of costs adjustments. Emerging markets are particularly susceptible to a series of risks that are less common in developed economies, which could have an adverse effect on the Group (risk of macroeconomic instability, potential currency devaluation, political and social instability, lack of legal certainty, etc.). The DIA Group cannot guarantee that the growth of revenue and profits it has experienced over past financial years can be maintained in the future, particularly if sales stabilise or decrease as a result of the macroeconomic environment.

2.2

Regulatory Risk By reason of its geographically diversified and varied nature, the DIA Group's business is subject to a broad range of regulations (labour, environmental, tax, data protection, retail trade, franchising, food handling and safety, competition and other legislation) in the various jurisdictions in which it operates. The differences in the regulatory requirements applicable in each jurisdiction may present a significant challenge from an operational point of view, by requiring that the DIA Group adjust its business to varying regulatory schemes. In particular, the DIA Group retail stores must have certain permits issued by the competent authorities of each of the countries in which they conduct their business. The operations of the DIA Group also could be affected by changes in rules applicable to it, in particular by amendments of regulations of opening hours, construction and opening of new stores, establishment of prices and taxes. Although the DIA Group believes it complies in all material respects with the regulations applicable in the jurisdictions in which it operates, it cannot guarantee compliance with the entirety thereof in the various jurisdictions, nor the successful adaptation of its business policies and practices in all

17

environments. Any violation of the applicable rules could result in imposition of fines, penalties, administrative sanctions, and even potential sanctions of a criminal nature. In the countries in which the DIA Group operates there are rules imposing maximum terms for payment. Failure to comply with those terms for payment could result, among other things, in payment of default interest and claims for damages. In addition, due to the economic situation currently being experienced by the mature countries, characterised, among other things, by increased public deficit, it is foreseeable that in the future there will be certain reforms giving rise to increased tax pressure. In this regard, it is possible that an increase of the Value Added Tax in Spain (or equivalent taxes in other jurisdictions in which the DIA Group operates) applicable to the products distributed by the DIA Group will not be transferable, in whole or in part, to the end consumer by way of price, thereby translating into greater pressure on margins and operating profits of the DIA Group. It is also possible that increases in other taxes to which the DIA Group is subject may increase its cost structure, or those taxes may not be offsettable by greater margins, with that translating into decreased profitability or, if offsettable, a loss of competitiveness. 2.3 Risk deriving from high competitiveness of sector The food product distribution sector is highly competitive, and competition in this industry may increase as a result of there being few barriers to entry. In particular, the discount business format in which the DIA Group's business is conducted is subject to strong competitive pressure from large international distributors. Nevertheless, particularly in the discount business format, it is important to note that, since it is a volume business in which the price of the product is a very significant component of the consumer's purchase decision, the size of the undertakings operating in the sector is a significant factor as regards negotiating power with suppliers. Generally, the greater the size, the greater the negotiating power with suppliers and, therefore, the greater the possibilities of obtaining better purchase prices, with this having a favourable effect on the company's margins and, therefore, on its capacity to sell products in the market at competitive prices. The DIA Group competes with multiple domestic and international distributors of all sizes. Increased competition could force prices down and, as a result, decrease margins, which could adversely affect the financial situation and operating results of the DIA Group. Also, increased competition could require that the Group change its growth strategy. Competition is also present in the effort to secure the best retail premises and the most favourable terms for purchase and lease agreements for such premises.

18

2.4

Risk associated with capacity to absorb cost of inflation The Group is specialised in a sector of distribution in which the final price of a product is a key factor in competition with rivals. The greater or lesser ability of the Group to offer a product at a more attractive price than its competitors determines the possibility of its increasing its target market and its market share. In an environment of inflationary prices, the price of products, services, provisions, supplies, etc. increases. In this scenario, the Group may be required to reduce its operating margins in order to limit the transfer of a price increase to the end consumer, in order to maintain a competitive product. By contrast, if the Group decides to transfer a price increase on to the end consumer, it may become less competitive, with less demand for its products and lower sales by comparison with its competitors.

2.5

Risk associated with concentration of suppliers Given the characteristics of the sector in which the DIA Group operates, there is a risk in the concentration of the Group's purchases from certain suppliers of wellknown brands which are difficult to substitute. For example, in Spain, the Group's most important market, the Group's total annual purchases from its five most significant suppliers make up approximately 17 per cent. of its total purchases in that country.

19

II. 1. 1.1

INFORMATION ON THE ISSUER (ANNEX I OF COMMISSION REGULATION (EC) 809/2004 OF 29 APRIL 2004) PERSONS RESPONSIBLE Identification of the persons responsible for the Registration Document Mr. Ricardo Currs de Don Pablos, with national identity document (DNI) number 50,046,172 - N, in his capacity as chairman of the board of directors and attorney-in-fact of DISTRIBUIDORA INTERNACIONAL DE ALIMENTACIN, S.A.U. ("DIA", the "Company" or the "Issuer" and, together with the companies that are a part of its group for purposes of commercial regulations, the "DIA Group" or the "Group"), for and on its behalf, under authority expressly conferred by the Company's board of directors on 25 March 2011, in exercise of the delegation conferred by decision of the sole shareholder adopted on 25 March 2011, assumes responsibility for the content of this Registration Document.

1.2

Declaration of the persons responsible for the Registration Document Mr. Ricardo Currs de Don Pablos, having taken reasonable care to ensure that such is the case, represents for and on behalf of DIA that the information contained in the Registration Document is, to the best of his knowledge, in accordance with the facts and contains no omission likely to affect its import.

20

2. 2.1

AUDITORS Names and addresses of the issuers auditors for the period covered by the historical financial information (together with their membership in a professional body) KPMG Auditores, S.L. ("KPMG"), domiciled at Paseo de la Castellana 95, Madrid, holder of tax identification number (NIF) number B-78510153 and registered in the R.O.A.C. (Registro Oficial de Auditores de Cuentas - Official Register of Auditors of Accounts) with number S0702 and in the Madrid Commercial Register at Volume 11,961, Folio 90, Section 8, Sheet M-188007, entry 9, has audited the individual and consolidated financial statements of DIA corresponding to the financial years ended 31 December 2010, 2009 and 2008.

2.2

If auditors have resigned, been removed or not been re-appointed during the period covered by the historical financial information, details if material KPMG has not resigned nor has it been removed from its position during the period covered by the historical financial information in this Registration Document. DIA has reappointed KPMG as the auditor of its individual financial statements for the 2011, 2012 and 2013 financial years. It also has appointed KPMG as the auditor of the consolidated financial statements for the same financial years.

21

3. 3.1

SELECTED FINANCIAL INFORMATION Selected historical financial information on the Issuer Provided below are key figures summarizing DIAs financial condition and performance during the period covered by the historical financial information. These figures were obtained from the DIA Groups audited consolidated financial statements for the years ended December 31, 2010, 2009 and 2008, prepared in accordance with International Financial Reporting Standards as adopted by the European Union (IFRS-EU) for the sole purpose of complying with Directive 2003/71/EC of the European Parliament and of the Council (Prospectus Directive) regarding the historical information to be included in the Prospectus according to the requirements of Appendix I of Commission Regulation (EC) No 809/2004 of April 29, 2004.

22

Key figures of the consolidated statements of financial position at December 31, 2010, 2009 and 2008 prepared in accordance with IFRS-EU. The following table presents the key figures of the consolidated statements of financial position and ratios at December 31, 2010, 2009 and 2008:
(Thousands of euros) (*) Non-current assets Total assets Total assets/Total equity (times) ROA (1) ROE (2) Total equity Total borrowings (3) Net financial debt (4) Indebtedness, % (5) Net financial debt /EBITDA (times EBITDA) (6) Net financial debt / adjusted EBITDA cash (times adjusted EBITDA cash) /7) Solvency ratio (8) Operating working capital (9) Average days of inventory (10) Average collection period (days) (11) Average supplier payment period (days) (12) Total dividends paid Diluted earnings per share (euros) (13)
(*) except where indicated (1) (2) (3) (4) (5) (6) (7) ROA. Return on assets: Profit for the year / total assets, calculated at each reporting date ROE. Return on equity: Profit for the year / total equity, calculated at each reporting date Non-current borrowings + current borrowings Non-current borrowings + current borrowings cash and cash equivalents Net financial debt / (Net financial debt + total equity) EBITDA defined as Operating profit before Gains (losses) on disposals of fixed assets and Depreciation, amortization and impairment. Adjusted EBITDA cash, defined as Operating profit before Gains (losses) on disposals of fixed assets, Depreciation, amortization and impairment, Depreciation of logistics assets included in Cost of sales in the income statement and Other restructuring costs and income (included in "Operating expenses"). Total assets / (non-current liabilities + current liabilities) Inventories + trade and other receivables trade and other payables

2010

2009

2008 Var. 10/09 Var. 09/08 -1.1% -0.8% 3.6 13.1 -47.5% N/A N/A 38.3 0.59 0.52 -0.18 -5.6% -1 2 2 N/A -1.6% -0.2% -2.0% -0.4 1.4 4.6 8.1% N/A N/A -4.0 -0.08 -0.07 0.04 3.9% -1 -2 -6 7.1% 51.6%

2,141,522 2,165,102 2,168,752 3,253,388 3,278,415 3,344,023 7.7 4.1 4.5 3.6% 3.6% 2.2% 27.7% 14.6% 10.0% 422,489 804,863 744,710 568,453 251,611 37.3% 0.56x 0.50x 1.15 (1,007,824) 26 7 82 532,000 188 243,608 (7,170) -1.0% -0.02x -0.02x 1.33 (954,323) 27 5 80 75,000 191 324,840 20,161 3.0% 0.06x 0.05x 1.29 (992,660) 28 7 86 70,000 126

(8) (9)

(10) The average days of inventory was calculated by dividing the balance of inventories at each date by the related cost of sales and multiplying by 365. (11) The average collection period was calculated by dividing the balance at each date of Trade and other receivables by sales and multiplying by 365. (12) The average payment period was calculated by dividing the balance at each date of Trade and other payables by sales and multiplying by 365. (13) Profit for the year attributable to the equity holders of the parent / no. of shares

A more detailed explanation of the items comprising the DIA Groups consolidated statements of financial position and ratios is provided in sections 10.1 and 20.1.1 of this Registration Document.

23

Key figures of the consolidated income statements for the years ended December 31, 2010, 2009 and 2008 prepared in accordance with IFRS-EU. The following table presents the key figures of the consolidated income statements for the years ended December 31, 2010, 2009 and 2008:
(Thousands of euros) Sales of goods EBITDA (6) % of sales Adjusted EBITDA cash (7) % of sales Operating profit % of sales Profit for the year % of sales 2010 9,588,045 448,275 4.7% 507,102 5.3% 138,043 1.4% 116,894 1.2% 2009 9,226,629 417,330 4.5% 435,212 4.7% 175,438 1.9% 117,786 1.3% 2008 Var. 10/09 Var. 09/08 9,239,835 355,699 3.8% 437,444 4.7% 143,484 1.6% 74,518 0.8% 3.9% 7.4% 0.2 16.5% 0.6 -21.3% -0.5 -0.8% -0.1 -0.1% 17.3% 0.7 -0.5% 22.3% 0.3 58.1% 0.5

(6) EBITDA defined as Operating profit before Gains (losses) on disposals of fixed assets and Depreciation, amortization and impairment. (7) Adjusted EBITDA cash, defined as Operating profit before Gains (losses) on disposals of fixed assets, Depreciation, amortization and impairment, Depreciation of logistics assets included in Cost of sales in the income statement and Other restructuring costs and income (included in "Operating expenses").

A more detailed explanation of the items comprising the consolidated income statements is provided in sections 9.2 and 20.1.2 of this Registration Document. Key operating figures The following table provides a breakdown of the number of stores and square meters of selling space between CO-CO and franchised stores at December 31, 2010, 2009 and 2008 and the average number of employees for the years then ended:
2010 Total number of stores CO-CO Franchises Total square meters of selling space (thousand) (*) CO-CO Franchises Average number of employees 6,373 4,303 2,070 2,647 2009 6,094 4,471 1,623 2,551 2008 Var. 10/09 5,880 4,524 1,356 2,425 4.6% -3.8% 27.5% 3.8% -3.3% 32.5% -3.0% Var. 09/08 3.6% -1.2% 19.7% 5.2% 1.8% 21.6% 0.5%

1,983 2,050 2,013 664 501 412 45,489 46,883 46,641

(*) Surface area where products are displayed, excluding offices, reserved areas and receiving areas up to the checkout.

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3.2

If selected financial information for interim periods is provided, comparative data from the same period in the prior financial year must also be provided, except that the requirement for comparative balance sheet information is satisfied by presenting the year-end balance sheet information A limited review by KPMG was carried out on the DIA Groups selected interim financial information shown below for the three months ended March 31, 2011. The DIA Groups selected consolidated interim financial information for the three months ended March 31, 2010 was not audited or reviewed by the Companys auditors. Consolidated statement of financial position and ratios

(Thousands of euros) (*) Non-current assets Total assets Total assets/Total equity (times) ROA (1) ROE (2) Total equity Total borrowings (3) Net financial debt (4) Indebtedness, % (5) Net financial debt / EBITDA (times EBITDA) (6) Net financial debt /adjusted EBITDA cash (times adjusted EBITDA cash) (7) Solvency ratio (8) Operating working capital (9) Average days of inventory (10) Average collection period (days) (11) Average supplier payment period (days) (12)
(*) except where indicated (1)

3/31/11 2,140,158 3,180,541 7.5 4.4% 33.0% 425,077 545,357 373,828 46.8% 0.80x 0.71x 1.15 (881,141) 28 8 80

12/31/10 2,141,522 3,253,388 7.7 3.6% 27.7% 422,489 568,453 251,611 37.3% 0.56x 0.50x 1.15 (1,007,824) 26 7 82

Var. 11/10 -0.1% -2.2% -0.2 0.8 5.3 0.6% 4.2% 48.6% 9.5 0.24 0.21 12.6% 2 1 -2

ROA. Return on assets: Profit for the year/ total assets, calculated at each reporting date. The figure at March 31,2011 was calculated taking net profit for the last 12 months, i.e. profit for the year generated from April 1, 2010 to March 31, 2011. ROE. Return on equity: Profit for the year / total equity, calculated at each reporting date. The figure at March 31, 2011 was calculated taking net profit for the last 12 months. Non-current borrowings + current borrowings Non-current borrowings + current borrowings cash and cash equivalents Net financial debt / (Net financial debt + total equity) EBITDA defined as Operating profit before Gains (losses) on disposals of fixed assets and Depreciation, amortization and impairment. Adjusted EBITDA cash, defined as Operating profit before Gains (losses) on disposals of fixed assets, Depreciation, amortization and impairment, Depreciation of logistics assets included in Cost of sales in the income statement (and Other restructuring costs and income (included in "Operating expenses"). The figure at March 31 was calculated taking adjusted EBITDA cash for the last 12 months. Total assets / (non-current liabilities + current liabilities) Inventories + trade and other receivables trade and other payables

(2) (3) (4) (5) (6) (7)

(8) (9)

(10) The average days of inventory was calculated by dividing the balance of inventories at each date by the related cost of sales and multiplying by 365 at 12/31/10 and by 90 at 3/31/11. (11) The average collection period was calculated by dividing the balance at each date of Trade and other receivables by sales and multiplying by 365 at 12/31/10 and by 90 at 3/31/11. (12) The average payment period was calculated by dividing the balance at each date of Trade and other payables by cost of sales and multiplying by 365 at 12/31/10 and by 90 at 3/31/11.

25

Consolidated income statement

(Thousands of euros) Sales of goods EBITDA (6) % of sales Adjusted EBITDA cash (7) % of sales Operating profit % of sales Profit for the year % of sales
(6) (7)

3/31/11 2,317,316 86,501 3.7% 99,037 4.3% 19,707 0.9% 2,822 0.1%

3/31/10 2,251,011 67,354 3.0% 80,355 3.6% (4,913) -0.2% (20,586) -0.9%

Var. 11/10 2.9% 28.4% 0.7 23.2% 0.7 N/A 1.1 N/A 1.0

EBITDA defined as Operating profit before Gains (losses) on disposals of fixed assets and Depreciation, amortization and impairment. Adjusted EBITDA cash, defined as Operating profit before Gains (losses) on disposals of fixed assets, Depreciation, amortization and impairment, Depreciation of logistics assets included in Cost of sales in the income statement and Other restructuring costs and income (included in "Operating expenses)

Key operating figures

3/31/11 Total number of stores CO-CO Franchises Total square meters of selling space (thousand) (*) CO-CO Franchises Average number of employees 6,404 4,292 2,112 2,651 1,971 680 44,911 12/31/10 6,373 4,303 2,070 2,647 1,983 664 45,489 Var. 11/10 0.5% -0.3% 2.0% 0.2% -0.6% 2.4% -2.0%

(*) Surface area where products are displayed, excluding offices, reserved areas and receiving areas up to the checkout.

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4.

RISK FACTORS See Section I above regarding risk factors of the DIA Group.

27

5. 5.1 5.1.1

INFORMATION ABOUT ISSUER History and development of the Issuer Legal and business name of the Issuer The corporate name of the Company is "DISTRIBUIDORA INTERNACIONAL DE ALIMENTACIN, S.A.U.". The Company operates under the trade name "Dia".

5.1.2

Place of registration of the Issuer and registration number The Company is registered in the Madrid Commercial Register; initially at general volume 2,063, folio 91, section 3, sheet M-11,719, and currently at volume 22,265, folio 75, section 8, sheet M-183,762.

5.1.3

Date of incorporation and length of life of the Issuer, except where indefinite The Company was formed for an indefinite term with the name Distribuidora Internacional de Alimentacin, S.A. on 24 June 1966, by deed executed before Madrid notary Mr. Antonio Mox Ruano, under number 3,116 in his records. The Tax Identification Code (CIF) of the Company is A-28164754.

5.1.4

Domicile and legal form of the Issuer, its country of incorporation, and the address and telephone number of its registered office (or principal place of business if different from its registered office) Domicile and telephone number The registered office of DIA is located at Jacinto Benavente 2A, Edificio Tripark, Parque Empresarial Las Rozas, Las Rozas, Madrid. Its telephone number is 91 398 54 00.

(a)

(b)

Legal personality DIA is of Spanish nationality, is in the legal form of a single-shareholder public limited company (although it will cease to be a single-shareholder company upon distribution of its shares to the shareholders of Carrefour Socit Anonyme, as explained in detail in section 18.1 below) and therefore is governed by the Capital Companies Act, the restated text of which was approved by Royal Legislative Decree 1/2010 of 2 July 2010, and other complementary legislation. The fact of its being a single-shareholder company was declared by deed executed on 31 January 2007 before Madrid notary Mr. Jos G. de Rivera Rodrguez, under number 279 in his records. The corporate purpose of the Company is established in Article 2 of its articles of association, the literal text of which is as follows: "1. The purpose of the Company is to engage in the following activities, both within national territory and abroad:

28

(a) (b)

Wholesale or retail marketing in the domestic market and abroad of food products and any other products destined for consumption. Provision of business cooperation services of all kinds for the marketing of telecommunications products and services, most specifically telephony, by way of reaching appropriate agreements with the companies authorised to supply and distribute all of these products and services. This cooperation in any event, to the extent allowed by the legislation applicable, will include the marketing of the aforesaid telecommunications products and services. Engaging in activities related to the marketing and/or sale of all kinds of products and services of lawful commerce by way of the Internet or any online means, particularly food products, household items, small electrical appliances, multimedia products, computers, photography articles, telephony and image or sound products, as well as providing all kinds of services by way of the Internet or any other online means. Engaging in the activities of travel agencies, both wholesale and retail, including, among other things, the organisation and sale of package tours (viajes combinados). Retail distribution of petroleum products and operation of service stations and retail trade in fuel for sale to the public. Acquisition, holding, enjoyment, management, administration and disposition of securities representing the capital of companies resident in Spanish territory and abroad, by way of the corresponding organisation of tangible and human resources. Management, coordination, advice and support to investee companies and companies with which it cooperates by virtue of contractual relations such as franchise and similar agreements. Storage and warehousing of all kinds of merchandise and products, both for the Company and for other undertakings.

(c)

(d)

(e) (f)

(g)

(h)

2. The Company may engage in the activities constituting the corporate purpose either directly or indirectly, by way of holding shares or interests in companies having the same or similar purposes, or in any of the other ways permitted by law. 3. If for any of the activities included within the corporate purpose described in the preceding paragraph the legal provisions require any professional qualification, governmental permit or registration in public registers, those activities must be undertaken by persons holding the required qualification, and may not be commenced until the governmental requirements have been satisfied or the required permits have been obtained.

29

4. In any event, excluded from the corporate purpose is the exercise of all kinds of activities for which the law establishes conditions that are not satisfied by the Company." 5.1.5 Regulation under which the Issuer operates The activities of the DIA Group are subject to the various general laws of the countries in which it is present and engages in business. These activities do not fall within regulated sectors, with the exception of the activities related to telecommunications and credit institutions, undertaken on a minor basis in Spain. Identified below are the most relevant regulations applicable to the activities of the DIA Group in Spain (the country in which the Group has its greatest volume of sales), and a brief summary of regulation of retail trade applicable to the Group in the other countries in which it is present. I. (a) Spain Principal business The principal business of the DIA Group consists of retail distribution by way of opening and operating stores for self-service sales, that is, stores devoted to the sale of products for daily consumption, basically food and household items, which the customer shops for directly, it also being possible that there may be staffed sections for personalised sales. Regulation of retail trade This is an activity subject to the rules applicable to domestic trade. From the point of view of the allocation of jurisdiction between the central government and the regional governments (Comunidades Autnomas), it must be borne in mind that all of the regional governments have assumed exclusive jurisdiction regarding internal trade, without prejudice to the exclusive jurisdiction of the State regarding the regulation of the basic conditions guaranteeing equality of all Spaniards in the exercise of their rights and the performance of constitutional duties, commercial legislation and the bases for and coordination of general planning for economic activities. In this regard, when analysing the legal framework applicable to the retail distribution undertaken by the DIA Group in its various aspects, it would be necessary to take account of the applicable national basic rules and the rules of the various regions in which it is present, there being no substantial differences in the legislation of the various regions that could limit the conduct of DIA's business. It should be noted that the regulation of the retail trade has recently undergone substantial amendment, as a result of the transposition into the Spanish legal system of Directive 2006/123/EC of the European Parliament and of the Council of 12 December 2006 on services in the internal market (the "Services Directive"). At the national level, the transposition of this Directive has resulted in the adoption of Act 1/2010 of 1 March 2010 amending Retail Trade Regulation Act 7/1996 of 15 January 1996, which is of a basic nature. In turn, the various regional governments have amended their corresponding rules regulating the retail trade, to adapt them to the requirements of the Services Directive. This new

30

regulation is inspired by the principle of freedom of enterprise. Its purpose is to facilitate the free establishment and exercise of retail distribution services, in their various commercial formats, ensuring that consumer needs are appropriately satisfied. The Spanish commercial model is considered to be characterised by a high level of commercial density (stores per inhabitant). The change brought about by the transposition of the Services Directive seeks to increase the value generated by retail distribution, by deregulating the provision of services and eliminating charges on businesses. The purpose of Retail Trade Regulation Act 7/1996 is to establish the general legal framework for retail trade, and to regulate certain special sales and commercial promotional activities, without prejudice to the laws issued by the regional governments in exercise of their jurisdiction in this regard. Retail trade is professional activity undertaken for profit consisting of offering for sale any kind of articles to the end-users thereof, with or without use of a store. The current version of this Act establishes the basic principles of, among other things, freedom of enterprise, free movement of goods, freedom of establishment and freedom of prices. In fact, the Act expressly provides that commercial activity is exercised under the principle of freedom of enterprise, within the framework of the market economy, a principal enshrined in article 38 of the Spanish Constitution. The Act also recognises free movement of goods within Spanish territory, in accordance with the provisions of article 139(2) of the Spanish Constitution, pursuant to which no authority may adopt measures that directly or indirectly interfere with the freedom of movement and establishment of persons and free movement of goods throughout Spanish territory. In this regard, Act 7/1996 provides that the various governmental authorities will adopt appropriate measures to avoid distortion of the free movement of goods. Regarding freedom of prices, the Act indicates that the sales prices of articles are freely determined and generally offered as provided in the legislation in defence of free and fair competition, with the exceptions established in special laws. Notwithstanding the foregoing, the central government, after consulting with the affected sectors, may fix prices or margins on the marketing of certain products, and submit changes therein to control or prior governmental authorisation, in the following cases: (i) (ii) in the case of basic commodities (productos de primera necesidad) or strategic materials; in the case of goods produced or marketed by a monopoly or by way of governmental concession;

(iii) as a measure complementary to policies regulating production or subsidies or other aid to specific undertakings or sectors; and (iv) by way of exception, for so long as the circumstances making intervention advisable exist, when in a given sector there is no effective competition, there are serious obstacles to the functioning of the market or there is a shortage of supply.

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As at the date of this Registration Document the Spanish government has not adopted any of these measures in respect of the DIA Group's business. The Act prohibits sale at a loss except in the case of clearance and liquidation sales, provided that in these two cases it does not affect competition. Finally, freedom of commercial establishment is recognised, indicating that the lawful use of land for the establishment of retail stores is an element of the principle of freedom of enterprise, and that the public authorities must protect free business initiative in the establishment and fitting out of retail stores, within the framework of the provisions of the applicable legislation. Regarding freedom of establishment, as a result of transposition of the Services Directive it is generally provided that the opening of retail stores will not be subject to any regime of business permits. Notwithstanding the foregoing, the regional governments may establish procedures subjecting opening of retail stores to permits when there are urgent reasons of general interest related to retail distribution, such as protection of the general and urban environment, organisation of the territory and conservation of historic and artistic heritage, and that urgency is sufficiently stated in the law establishing the scheme. In any event, the requirements and criteria for granting permits must be proportional, non-discriminatory, clear and unequivocal, objective, publicised in advance, transparent and accessible. In no case is it allowed to establish requirements of an economic nature that condition the grant of a permit on proof of the existence of an economic need or market demand. These permits are freely transferable by the holder, although the transfer must be notified to the granting authority, merely for purposes of advising it thereof. Thus, the opening and operation of stores for sales using the self-service scheme, including their expansion and transfer, are subject to the provisions of the rules regarding internal trade approved by each of the regions where the DIA Group is established or decides to establish its stores, together with the provisions of the basic national rules. Retail stores established prior to the transposition of the Services Directive must have the corresponding business permits on the terms of the rules in effect at the time of their establishment, later expansion, transfer and change of ownership, if any. Business and environmental permit regulation All DIA Group stores engaged in self-service sales, prior to commencement of operations, must obtain the corresponding environmental permits (formerly business permits) and start-up permits to be granted by the municipal government of their location. The obligation to obtain these permits results from the applicable rules regarding local, national and regional regulation, overall intervention of environmental authorities and urban planning rules. The former Regulation of annoying, unhealthy, harmful or hazardous activities approved by Decree 2414/1961 of 30 November 1961 remains in effect only in those regions and cities that have not approved rules in this regard. If any such regulations have been approved, the relevant rules of each regional government

32

must be complied with. Breach of the obligation to obtain the corresponding business or environmental permit, both for the initial business and for any possible substantial changes therein, may result in the closing of the store in question. In those cases in which a business permit is required by regional regulation, it must be obtained prior to obtaining the corresponding municipal environmental permit. In any event, the provisions of regional rules regarding both retail trade and environmental protection must be taken into account when analysing how the various proceedings are coordinated. Regulation related to consumers and users and others The retail distribution business also is subject to the regulatory provisions protecting consumers and users, approved both at the national level and by each of the various regional governments within the scope of their jurisdiction. Specifically, at the national level, the DIA Group in Spain must comply with the provisions of the Restated Text of the General Consumer and User Protection Act and other Complementary Acts, approved by Royal Legislative Decree 1/2007 of 16 November 2007, and the provisions of General Advertising Act 34/1988 of 11 November 1988 and Unfair Competition Act 3/1991 of 10 January 1991, recently amended by Act 25/2009 of 22 December 2009, commonly referred to as the "Omnibus Act", adapting various laws to the Act regarding free access to services businesses and the exercise thereof. In addition, the activities of the DIA Group are subject to certain national, regional or local regulations, as applicable, principally as regards the environment and public health. (b) Other activities The DIA Group also acts as a credit institution in Spain, through Finandia, E.F.C., S.A.U., with monthly financing of payment for purchases by way of the "ClubDIA" card. Finandia, E.F.C., S.A.U. is subject to the rules applicable to credit institutions, notable among which are Act 26/1988 of 29 July 1988 on Discipline and Intervention in Credit Institutions; the First Additional Provision of Act 3/1984 of 14 April 1994, adapting Spanish legislation on credit institutions to the Second Directive of the European Banking Coordination Community 89/646/EEC and introducing other changes related to the European Community financial system; Royal Decree 692/1996 of 26 April 1996 implementing the legal scheme for financial lending institutions, and various Circulars of the Bank of Spain. From the point of view of payment services, Finandia, E.F.C., S.A.U. also is affected by Act 16/2009 of 13 November 2009 on Payment Services, which transposes into Spanish law Directive 2007/64/EEC of the Parliament and of the Council of 13 November 2007, regarding the same subject matter, and other implementing rules.

33

II. (a)

Regulation of retail trade in other countries in which the DIA Group is present Portugal In this country, there is no single body of regulations governing retail trade. Rather there are multiple national rules affecting the various aspects of regulation thereof. Among the more important principles of this regulation we would note: (i) All information included in advertisements, labelling, packaging and in any manner related to advertising and sale of products must be in Portuguese, including sufficient information regarding the product and the terms of its sale, and regarding the taxes applicable thereto; There is a warranty term of 2 years from the date of delivery of the product to the consumer, and a product liability scheme;

(ii)

(iii) There are rules applicable to general terms of contracting with consumers, to avoid the imposition of abusive clauses and protect the consumer from excessively onerous non-negotiated terms. Regarding the scheme of applicable permits, this area has seen recent reform, within the context of a programme called "Simplex", designed to improve efficiency and simplify administrative procedures. Currently, the aforesaid regulations consist of (i) Decree Law No. 21/2009 of 19 January 2009, regarding the "scheme of business permits" necessary to operate and make alterations in stores and points of sale; and (ii) the so-called "zero permit" scheme, applicable for the operation and alteration of food stores, stores not subject to the "scheme of business permits" and warehouses, governed by Decree Law No. 48/2011 of 1 April 2011 (with some provisions of former Decree Law No. 259/2007 of 17 July 2007 remaining in effect). The "scheme of business permits" is applicable to Dia Portugal Supermercados, Sociedade Unipessoal Lda. Its most important features are as follows: (i) it implies the requirement of obtaining a prior permit for the opening or alteration of a supermarket with a sales area of not less than 2,000 square metres, or a supermarket belonging to a group that at the national level has a sales area of more than 30,000 square metres; (ii) sometimes prior approval of the corresponding municipality is required, as is obtaining an environmental impact statement; and (iii) the final decision regarding grant of the permit corresponds to the so-called Business Advisory Committee (Comit de Asesoramiento Comercial), which considers various factors, among which are contribution of the project to improvement of the environment, and development of social responsibility work and employment. Once the aforesaid permit is obtained, it will also be necessary to obtain the corresponding municipal permit for construction or alteration of the store or point of sale, in accordance with the provisions of Decree Law No. 555/99.

34

(b)

France The retail trade business of the DIA Group in France is affected by multiple regulations, notable among which are the competition, data protection, product safety, opening hours and environmental regulations. By reason of their importance, the consumer regulations must be highlighted. The setting of prices in retail trade is unrestricted, with the exception of sectors in which the determination thereof is regulated by decree of the Council of State, due to the existence of monopolies, scarcity of supply, abnormal fluctuation of prices or any special regulation. Also notable is the prohibition of sales at a loss, with the exception of certain times of year when clearance sales are allowed or special circumstances in which the sale price must be coordinated with the price legally applicable to the same products in the same sales area. The retail trade business is also subject to other consumer regulations, such as the obligation to provide information thereto. In particular, information must be provided in the French language regarding the price and any term or condition of sale affecting the product, as well as the terms of advertising promotions and the suitability of the product in light of safety considerations. Also notable are prohibitions on imposing clauses that are abusive of consumers. Permits are necessary for the establishment, expansion, concentration or reopening of certain kinds of stores. In particular they are necessary for projects for the establishment of stores with a surface area of more than 1,000 square metres. In addition, there is very specific regulation as regards relationships and agreements between suppliers and distributors. Such agreements must be documented annually, normally before 1 March. The corresponding contract must set forth the conditions of sale established in the negotiations between the parties, taking account of the general terms and conditions of the supplier, and the specific advertising and promotion services, if any, the distributor provides for the supplier.

(c)

Argentina In this country, there is no single body of regulations governing retail trade. Rather there are multiple national, provincial and municipal rules. Among the most notable regulations are: (i) (ii) the regulation of suppliers, governed by the Commercial Code and characterised by the principle of freedom of contract; consumer protection Act No. 24,240, which requires suppliers of goods (like the DIA Group) to: provide consumers with true, detailed, accurate and sufficient information regarding the goods offered, in the national language; offer goods for sale accompanied by the corresponding manual; and supply goods on the terms arising from offers made to consumers, which are binding.

35

This law establishes, among other things, the following principles: the interpretation thereof in favour of the consumer in case of doubt, and joint and several liability of all those in the chain of consumption (manufacture, distributor, importer, seller, etc.), with the consumer being entitled to claim against any or all of them for such damages as may be suffered by reason of defective goods or services, the defendant in order to escape liability being required to demonstrate that he or she was not the cause of the damage. (iii) commercial fairness Act No. 22,802, which establishes rules regarding advertising, product labelling and terms of sale; and (iv) other regulations that: (a) govern hours of operation of stores; (b) regulate environmental matters at the national, provincial and municipal levels; and (c) regulate deposit, transport, distribution and the sale of foodstuffs to consumers, including, among other things, the provisions of the Food Code, sale of certain specific products (fish, meat, etc.), permits for the sale of alcoholic beverages and hygiene-related regulation. In particular, in 2001 the government of the province of Buenos Aires promulgated Act No. 12,573, which limits expansion of distribution chains, allowing the opening of a maximum of 3 stores per municipality, in the case of the more populated municipalities. Since 2002 and 2004 there have been similar restrictions in the provinces of Entre Ros and Santa Fe, where the DIA Group already had some stores. In these regions, the effect of the regulation has been countered by the opening of "FO-FO" stores. (d) Brazil In this country, in general terms, there is no particularly important regulation regarding retail trade, beyond the general rules of private law, and certain provisions affecting consumers and users. Except as indicated below, the regulations regarding retail trade applicable in Brazil are not particularly restrictive. In general terms, the Consumer Protection Code (Act No. 8078/90) sets the regulatory framework applicable to relationships between consumers and suppliers of products to the end user, pursuant to the principle of economic order imposed by the Brazilian Constitution. The basic rights of consumers under this scheme are: (i) protection of life, health and safety as against products for sale; (ii) appropriate and proportionate information regarding products and services; (iii) protection against deceptive advertising; (iv) contractual protection against abusive clauses; and (iv) a presumption in favour of consumers in judicial proceedings. To guarantee these basic rights, merchants are required to present products and services correctly and clearly, and provide information in Portuguese regarding the characteristics of the product, quality, quantity, composition, price, warranty and origin, as well as specification of any risk that may arise for the health of consumers.

36

It also must be borne in mind that the suppliers of products to end users in Brazil are always liable for such damage as the products may cause to consumers, as well as any defects in either quality or quantity that make the products unsuitable for consumption. (e) Turkey The DIA Group's business in Turkey is regulated by regulatory provisions at the state and municipal levels. Among other matters, they affect obtaining licences and permits, product quality, packaging and labelling and rules regarding distribution. At the municipal level, the rules applicable to obtaining permits for the opening and operation of stores are notable. They require demonstration of the status in which the store is operated (i.e. owned, leasehold right) and, if applicable, the use permit necessary for the premises, among other requirements. The sanctions for absence of these permits run from imposition of fines to suspension of business on the premises in question. It should also be noted here that, in order to engage in the retail trade business 7 days per week, the local regulations require that a special permit be obtained, and that notice be given to the provincial offices of the Minister of Labour. This permit, once obtained, must be renewed annually. As regards consumers and placing products on sale, the applicable rules (Consumer Protection Act No. 4077 and Technical Act No. 4703) impose a series of requirements to guarantee an efficient customer service function, and minimum conditions for the healthiness of products on sale. (f) China Except as indicated below, the regulations regarding retail trade applicable in China are not particularly restrictive. In accordance with the Chinese legal scheme (excluding Taiwan and the regions of Hong Kong and Macau), any company engaged in the retail trade, like the DIA Group, must obtain the corresponding prior permits and licences from the governmental authorities. These permits and licences are different depending on the kind of product distributed (by way of example, for the sale of health products a permit from the Health Office is required, and for the sale of books, publications, tobacco, medicine, permits of a similar nature from various offices are required). Also significant are the rules regarding product liability, consumer and user legislation and the competition rules.

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5.1.6

Important events in the development of the Issuer's business Set forth below is a description of the history and most significant events in development of the Issuer's business.

1966 1979

DIA was formed on 24 June 1966 in Spain as a public limited company of indefinite duration. In the spring of 1979, DIA opened its first retail store in Madrid. It was a store with a small surface area that offered the public a limited number of products at discount prices. In 1984 the DIA corporate image was created. In the same year DIA placed the first product marketed under the "Dia" brand on the market. It was a laundry detergent.

1984

19851989

Following the opening of new stores in Madrid, the expansion policy of the DIA Group in Spain during this period was based on the opening of stores in large cities (such as Barcelona in 1985 and Seville in 1989), offering a greater number of products (including fresh products) at discount prices in retail surface areas of greater size. Following domestic expansion of the chain, and in order to reduce commercial and financial risks, it was decided to offer entrepreneurs the possibility of becoming franchisees of the trademark, receiving ongoing advice from the professionals in the DIA Group. The first retail store in this format was opened in the town of Tarancn (Cuenca).

1989

19901996

During this period, as described below, the DIA Group chose to increase its presence domestically and in Europe. National expansion The DIA Group's expansion policy in Spain during this period was based on opening new stores and acquiring companies already engaged in the same business. Notable among the latter is the acquisition in 1990 of Distribuciones Reus, S.A., thereafter absorbed by DIA. It involved the addition of more than 500 retail stores, the majority of them located in the northern half of the Iberian Peninsula. During this stage, DIA in Spain introduced a new concept of retail store, alternative to its traditional stores, known as "DIA Parking", that is, stores with greater surface area and car parks located on the periphery.

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European expansion In Europe, the DIA Group opened stores in the following countries: Portugal: the DIA Group opened its first store in Portugal in 1993. In this country, the Group operates through its subsidiary DIA Portugal Supermercados, Sociedade Unipessoal, Lda.; and Greece: the DIA Group opened its first store in Greece in 1995, operating in Greece through DIA Hellas Anonymi Etaireia Genikon Polisseon, Emporikon Ypiression kai Idryssis kai Organossis Emporikon Katastimaton ("DIA Hellas A.E.").

1997

In 1997, the DIA Group decided to export its business and the "Dia" brand to the Americas. In that year it acquired the Argentine company "Dispensas Sudamericanas, S.A." (now DIA Argentina S.A.), opening its first retail store in Buenos Aires (Argentina). During this period, the DIA Group engaged in multiple investments and transactions at the international level, the following being notable: Portugal In 1998, the DIA Group acquired Companhia Portuguesa de Lojas de Desconto, S.A. (integrated on 22 March 2002 into DIA Portugal Supermercados, Sociedade Unipessoal, Lda.), adding the Minipreo network and its approximately 125 retail stores to the Group. After this acquisition, the DIA Group unified all stores in Portugal under the "Minipreo" name and logo. France 1999 saw the merger of two large French distribution groups, Carrefour Socit Anonyme (the worldwide parent of the Carrefour group) and Socit Promods, S.A. This resulted in the inclusion of DIA, which from 1978 to that time belonged to the Promods group, in the Carrefour group. Also in 2000, the management of ED (a chain of "Europa Discount" stores that was created in 1978 by Radar and the Carrefour group), was tied to the DIA Group, adding to the DIA Group the roughly 500 stores of the ED in France, and introducing to them the "Dia" own brand. In the same year, ED acquired the company Catteau (which resulted in adding 33 stores located in northern France). And in 2003, it acquired the company Treff March (which resulted in adding 44 stores located in eastern France). In 2004 ED was acquired by the DIA Group. Turkey The DIA Group opened its first store in Turkey in 1999. It operates in Turkey through Diasa Dia Sabanci Supermarketleri Ticaret Anonim Sirketi, holding 60% of its capital.

19982004

39

Brazil The DIA Group commenced operations in Brazil in 2001 through its subsidiary DIA Brasil Sociedad Limitada, opening its first store in that year, in the region of So Paulo (where its business is concentrated). China The DIA Group opened its first stores in China in 2003 (in Shanghai and Beijing). It is present in this country through three Chinese entities: Beijing DIA Comercial Co. Ltd., Shanghai DIA Retail Co. Ltd. and DIA Tian Tian (Shanghai) Management Consulting Service & Co. Ltd. (a company engaged in financial, marketing and intellectual property consulting). 20052011 The search for new ways to improve relationships with and adapt to the needs of customers led the DIA Group to redesign its retail store concept, creating two new formats, "DIA Market" and "DIA Maxi". These two new formats (described in section 6.1.1.II.A).1 below) during this period were generally introduced into the countries in which the DIA Group is present. At the Spanish level, during this period the expansion policy of the DIA Group was based, in addition to the opening of new stores and acquisitions of assets, on the acquisition of companies engaged in the same business. Notable among the latter is the acquisition in July 2007 of Plus Supermercados, S.A. and its subsidiary Tengelmann Iberia, S.L. (currently Twins Alimentacin, S.A.U. and Pe-Tra Servicios a la Distribucin, S.L.U., respectively) from the German Tengelmann group. This resulted in the addition of 253 new stores and a sales surface area of 170,000 square metres. In addition, regarding the other countries in which the DIA Group is present, the most relevant events of the period are described below: France In 2005 the DIA Group acquired the company Penny Market, which resulted in addition of 106 stores located in the north of the country. In 2009, the DIA Group decided to transform all of the ED stores (both "CO-CO", or Company Owned, Company Operated, and "CO-FO", or Company Owned, Franchise Operated) into "Dia" stores, a process that is expected to be completed in 2012. On 2 May 2011 ED SAS, a subsidiary 100% owned by DIA, acquired all of the capital of Erteco SAS from Carrefour Socit Anonyme. This company, in addition to owning the "ED" trademark and being the licensee of the "Dia" trademark in France, is the owner of 33.3% of the capital of Bladis, S.A., a company that engages in the development and operation of fruit and vegetable sections in the ED stores. For more information about this company see section 5.2 below.

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Greece In July 2010 the DIA Group ceased to have a presence in Greece, transferring the shares of DIA Hellas A.E. to an entity in the Carrefour group Turkey With the purchase of a local chain at the end of 2005, 48 retail stores were added, resulting in rapid growth and expansion of the scope of operations to other new cities. As a result of that acquisition the Izmir Regional Centre and a second warehouse in the Mrmara region were opened. In 2006 they were operationally integrated and incorporated into the DIA Group systems. China After the 2004 amendment of Chinese regulations allowing foreign companies to enter the Chinese market without the need for a local partner, DIA acquired the interests of its local partners in Shanghai DIA Retail Co. Ltd. and Beijing DIA Comercial Co. Ltd., from 2006 and 2009, respectively, becoming the owner of 100% of those entities.

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5.2 5.2.1

Investments A description (including the amount) of the issuer's principal investments for each financial year for the period covered by the historical financial information up to the date of the registration document. The principal investments by the DIA Group between 2008 and 2010 relate to store openings, and to store enlargement, upgrades and refurbishments to adapt them to the new DIA Maxi and DIA Market formats. These investments have been recurring. The total amount invested in property, plant and equipment and intangible assets by the DIA Group in 2010, 2009 and 2008 was 290,041 thousand, 340,934 thousand and 442,105 thousand euros, respectively, out of total investment in those years of 292,189 thousand, 341,441 thousand and 442,760 thousand euros, respectively:

(Thousands of euros) Investment in property, plant and equipment Land Buildings Plant, machinery and other assets Investment in intangible assets Goodwill Other intangible assets Total investment in PP&E and intangible assets Other investments accounted for using the equity method Equity instruments Total investment

2010 280,015 799 30,360 248,856 10,026 10,026 290,041 2,148 292,189

2009 332,404 5,136 31,881 295,387 8,530 1,688 6,842 340,934 500 7 341,441

2008 434,855 11,274 61,104 362,477 7,250 7,250 442,105 655 442,760

Var 10/09 -15.8% -84.4% -4.8% -15.8% 17.5% -100.0% 46.5% -14.9% -100.0% N/A -14.4%

Var 09/08 -23.6% -54.4% -47.8% -18.5% 17.7% N/A -5.6% -22.9% N/A -98.9% -22.9%

The breakdown of total investment by segment is as follows:

(Thousands of euros) Iberia France Emerging Countries Total investment 2010 111,791 118,253 62,145 292,189 2009 188,481 83,139 69,821 341,441 2008 296,613 90,603 55,544 442,760 Var 10/09 -40.7% 42.2% -11.0% -14.4% Var 09/08 -36.5% -8.2% 25.7% -22.9%

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The following table presents a summary of store openings, closures, transformations to the new DIA Market and DIA Maxi formats and transfers of CO-CO stores to franchises in 2010, 2009 and 2008.
2010 DIA Group total CO-CO stores Openings Closures (*) Transformations (**) Franchises Openings Closures (*) Transfers (***) Total net change in stores 243 (67) 453 309 (206) 344 279 162 (70) 538 260 (138) 145 214 247 (200) 460 195 (131) 46 111 2009 2008 Iberia 2010 2009 2008

25 (21) 167 60 (98) 186 (34)

32 (17) 451 92 (62) 55 45

73 (157) 426 79 (84) (89)

France CO-CO stores Openings Closures (*) Transformations (**) Franchises Openings Closures (*) Transfers (***) Total net change in stores

Emerging Countries 17 (15) 203 9 (3) 77 8 25 (9) 26 8 (10) 23 14 30 (15) 3 (1) 13 17 201 (31) 83 240 (105) 81 305 105 (44) 61 160 (66) 67 155 144 (28) 34 113 (46) 33 183

(*) These figures derive, inter alia, from the refurbishment and upgrade of stores -these are small stores that are not suitable for the new formats, especially in Spain where the store network is older- and the non-renewal of franchise agreements due to a lack of suitability of the franchisee. (**) DIA Urbana stores were turned into DIA Market stores and DIA Parking stores into DIA Maxi stores. (***) Transfers from CO-CO to CO-FO.

Investment in property, plant and equipment Investment in property, plant and equipment relates mainly to CO-CO store openings and transformations; investment in franchises is not significant. Investments in 2010 amounted to 280,015 thousand euros, a decrease of 52,389 thousand euros or 15.8% from 332,404 thousand euros in 2009. Meanwhile, the number of CO-CO store openings increased to 243 from 162.

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The decrease in investment was due mainly to: o The reduction in the number of CO-CO store openings in the highercost Iberia (Spain and Portugal) and France segments; 42 openings in 2010 compared to 57 in 2009. While the number of store openings in Emerging Countries virtually doubled in 2010 -the bulk of openings was in Turkey- the amount of investment per opening was considerably lower. In addition, 453 CO-CO stores were turned into the new formats in 2010 compared to 538 in 2009.

Investment in property, plant and equipment in 2009 amounted to 332,404 thousand euros, a decrease of 102,451 thousand euros or 23.6% from 434,855 thousand euros in 2008. The reduction was mainly the result of: o o The drop in the number of new CO-CO store openings, from 247 in 2008 to 162 in 2009. In addition, despite the higher number of CO-CO stores turned into new formats (538 in 2009 compared to 460 in 2008), the cost incurred was lower, mainly because of: (i) the transformation of the larger (and generally more costly) stores occurred in 2008 and (ii) the efficiency gains in the transformation process achieved from the experience acquired.

This section also includes investments in new logistics assets and the refurbishment of existing assets, mainly to optimize supply to stores. These investments represented between 8% and 10% of total investment in property, plant and equipment in the three years. Investments in intangible assets a) Goodwill

The Addition to goodwill relates to the acquisition of three stores in France (1,341 thousand euros) and three in Spain (347 thousand euros) in 2009. b) Other intangible assets

Additions in 2010, 2009, and 2008 relate mainly to investments in software in Spain and France (2010: 5,244 thousand euros; 2009: 3,670 thousand euros; 2008: 3,671 thousand euros) and key money in France for new store openings (2010: 4,529 thousand euros; 2009: 1,740 thousand euros; 2008: 1,114 thousand euros).

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Other investments accounted for using the equity method The DIA Group has a 50% ownership interest in SAS Proved, which runs stores in France. In 2009, it subscribed to a capital increase held by this company, paying 500 thousand euros, in proportion to its interest. Equity instruments This item relates to investments made in France in store owners. These are not included in consolidation as the amount of the investment is not considered significant. These companies are listed in section 25 of this Registration Document. Disposals a) Derecognition due to transformations, sales and closures Total disposals of items of property, plant and equipment and intangible assets by the DIA Group in 2010, 2009 and 2008 break down as follows:
(Thousands of euros) Cost Property, plant and equipment Intangible assets Goodwill Other intangible assets Derecognition of accumulated depreciation and amortization Property, plant and equipment Intangible assets Net carrying amount Net disposals of property, plant and equipment Net disposals of intangible assets 2010 (269,259) (260,789) (8,470) (327) (8,143) 225,036 217,425 7,611 (44,223) (43,364) (859) 2009 (133,571) (126,277) (7,294) (6,018) (1,276) 92,211 91,037 1,174 (41,360) (35,240) (6,120) 2008 (203,104) (192,426) (10,678) (8,842) (1,836) 150,736 149,141 1,595 (52,368) (43,285) (9,083)

Disposals of property, plant and equipment in the three years include mainly items replaced for transformations to the new DIA Market and DIA Maxi formats indicated above and for store closures, affecting mostly Spain and France. In Spain, the impact on net carrying amount was 12,386 thousand, 16,414 thousand 17,305 thousand euros in 2010, 2009 and 2008, respectively. In France, the impact on net carrying amount was 25,204 thousand, 10,878 thousand and 13,422 thousand euros in 2010, 2009 and 2008, respectively. The acceleration of the three-year store transformation plan from the old ED format to the new DIA format explains the significantly higher amount in 2010.

45

Also noteworthy was the sale by the Parent of three warehouses in 2008, one in San Antonio (Tarragona), and one each in Mallen (Zaragoza) and Orihuela (Alicante) leading to the derecognition of a net 10,558 thousand euros and a gain of 20,652 thousand euros. Disposals of intangible assets relate mainly to adjustments of prices for business combinations prior to January 1, 2008. Specifically, in 2008 this related to the adjustment of the acquisition prices of Twins Alimentacin, S.A. and Petra, Servicios a la Distribucin, S.L. in Spain and in 2009 to the acquisition of Penny Market, S.A. in France. b) Transfers to assets classified as held for sale The following table presents the balances of Non-current assets held for sale and Liabilities directly associated with non-current assets classified as held for sale":
(Thousands of euros) Non-current assets held for sale Liabilities directly associated with assets classified as held for sale 2010 (2,547) 2009 2008 110,627 9,659 (114,308) (24,875)

In 2009, there were transfers from property, plant and equipment and intangible assets to Non-current assets held for sale for net carrying amounts of 42,152 thousand and 66 thousand euros, respectively. These transfers are part of the reclassification of DIA Hellas A.E.s assets to "Non-current assets held for sale" in the consolidated statements of financial position following the removal from the consolidation scope of this company, which was sold to the Carrefour group in 2010.

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The following table presents all the assets and associated liabilities classified as held for sale of the discontinued operation at December 31, 2009:
(Thousands of euros) Assets Property, plant and equipment Intangible assets Non-current financial assets Deferred tax assets Inventories Trade and other receivables Current tax assets Other current financial assets Other assets Cash and cash equivalents Assets classified as held for sale Liabilities Non-current borrowings Provisions Trade and other payables Deferred tax liabilities Current tax liabilities Other liabilities Liabilities directly associated with assets classified as held for sale 2009 42,152 66 1,630 769 29,296 19,019 651 682 335 14,955 109,555

18 1,529 102,144 954 1,972 3,412 110,029

In July 2010, a private agreement was signed whereby Schoptis Holdings Ltd. and DIA would sell their respective 20% and 80% stakes in DIA Hellas A.E. to Carrefour-Marinopoulos Socit Anonyme of General Commerce, Exploitation of Commercial Installations. By selling its interest in the Greek company jointly with Schoptis Holdings Ltd., DIA no longer had any business operations in Greece and obtained 96,000 thousand euros from the sale of its shares. The sale of the investments in DIA Hellas, A.E. to Carrefour Marinopoulus A.E. generated an extraordinary gain of 87,734 thousand euros, recognized under Profit (loss) after tax from discontinued operations in the consolidated income statement. Meanwhile, on January 9, 2008, based on the agreements reached by the Management Committee, the Group recognized certain CO-CO store assets and associated liabilities as held for sale related to Twins Alimentacin, S.A. and Petra, Servicios a la Distribucin, S.L. Practically all of these assets were realized in 2010, 2009 and 2008, generating a net loss of 315 thousand, 748 thousand and 4,639 thousand euros, respectively.

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5.2.2

Description of the issuer's principal investments currently being undertaken, including the geographical distribution of these investments (domestic or foreign) and the method of financing (internal or external). a) Investments in progress, including geographic distribution

The Group makes mainly three types of investments: (i) openings of new stores and warehouses, (ii) refurbishment of existing stores for transformation to the new "DIA Market" and "DIA Maxi" commercial formats and refurbishment of existing logistics assets and (iii) other investments, mainly related to the acquisition of furniture and other renovations at stores that do not entail a change to the "DIA Market" and "DIA Maxi" formats, but do increase their revenuegeneration ability. The 2011 investment budget earmarks a range of 300 million to 350 million euros. This is based on forecast investment required for the Groups organic growth and not considering acquisitions. The acquisition described in section d) Acquisition of Erteco, below, is excluded from the investment budget. Iberia segment: Spain and Portugal The budgeted investment range for this segment in 2011 is from 100 million to 125 million euros. The main budget items relate to: (i) the plan to turn approximately 150 existing DIA Urbana and DIA Parking stores into "DIA Market" and "DIA Maxi" stores, respectively, (ii) other refurbishment of stores to boost revenue generation (increase in useful area, renovation of furniture, etc.) and (iii) the opening of more than 20 CO-CO stores in the year. France segment The budgeted investment range for this segment in 2011 is from 100 million to 125 million euros. The budget is similar to 2010, aimed at continuing with the transformation plan. In 2009, the Group embarked on a three-year transformation plan, scheduled to end in 2012, with the aim of turning all the ED stores (the brand under which the Group operated in France since the acquisition of the brand in 1999 and its integration in 2000) into "DIA Maxi" and "DIA Market" stores. The 2011 budget includes the transformation of more than 200 stores, in line with the 2010 level. Future investment also entails opening approximately 10 CO-CO stores. Emerging Countries segment: Argentina, Brazil, China and Turkey The investment budget for this segment in 2011 is approximately 100 million euros. The main budget item is CO-CO store openings. This segment requires comparatively lower investment levels than the other segments, as virtually all the variables have a lower cost in these markets than in mature markets.

48

The largest investment will be incurred in the following emerging countries: Turkey: set to feature the largest number of CO-CO store openings among the Emerging Countries in 2011 (approximately 150), since: (i) it has perceived strong potential in regions where DIA is not present, and (ii) the costs of opening CO-CO stores under rental agreements are lower than in other countries where the DIA Group operates. Brazil: plans are to open more than 25 CO-CO stores and penetrate a new state (Rio Grande do Sul) towards the end of 2011. Method of financing investments in progress

b)

The Group intends to undertake planned investments in 2011 with the annual operating cash flow and proceeds from the syndicated loan described in section 10. c) Investments in progress (first quarter of 2011)

Total aggregate investments by the DIA Group in the three months ended March 31, 2011 was 77,393 thousand euros, broken down as follows:
(Thousands of euros) Investment in property, plant and equipment Land Buildings Plant, machinery and other assets Investment in intangible assets Goodwill Other intangible assets Total investment in PP&E and intangible assets Other investments accounted for using the equity method Equity instruments Total investment 3/31/11 76,558 17 4,607 71,934 810 810 77,368 25 77,393

The breakdown by total investment by segment is as follows:

(Thousands of euros) Iberia France Emerging Countries Total investment 3/31/11 27,208 39,822 10,363 77,393

Additions to property, plant and equipment in Spain during the first three months of 2011 relate mainly to store enlargements, upgrades and refurbishments to adapt them to the new DIA Maxi and DIA Market brands, for an amount of 23,281 thousand euros, and in France to adapt former ED stores to the DIA format, for 39,383 thousand euros.

49

The following table presents a summary of store openings, closures, transformations to the new DIA Market and DIA Maxi formats and transfers of CO-CO stores to franchises in the first quarter of 2011.
3/31/11 DIA Group total CO-CO stores Openings Closures (*) Transformations (**) Franchises Openings Closures (*) Transfers (***) Total net change in stores Iberia 65 (17) 153 40 (57) 59 31 5 (1) 69 4 (27) 54 (19) 3/31/11

France CO-CO stores Openings Closures (*) Transformations (**) Franchises Openings Closures (*) Transfers (***) Total net change in stores 1 (12) 58 2 3 (9)

Emerging Countries 59 (4) 26 34 (30) 2 59

(*) These figures derive, inter alia, from the refurbishment and upgrade of stores -these are small stores that are not suitable for the new formats, especially in Spain where the store network is older- and the non-renewal of franchise agreements due to a lack of suitability of the franchisee. (**) DIA Urbana stores were turned into DIA Market stores and DIA Parking stores into DIA Maxi stores. (***) Transfers from CO-CO to CO-FO.

d)

Acquisition of Erteco

On May 2, 2011, ED (the French subsidiary belonging to the DIA Group) obtained current financing from the Carrefour group to acquire 100% stake of Erteco SAS for 40,000 thousand euros. This company owns and possesses the know-how of the ED brand and has a license for the DIA brand in France. It also owns a 33.3% stake in Bladis, S.A., which manages the fruit and vegetables in the stores in southern France. The investment is valued at 2,100 thousand euros (at December 31, 2010) and is accounted for using the equity method.

50

Erteco SAS has no other material assets except for the current account with ED SAS for 35,225 thousand euros. Its shareholders equity at December 31, 2010 stood at 17,335 thousand euros. Erteco SAS reported EBITDA and net profit in 2010 of approximately 4,390 thousand and 5,138 thousand euros, respectively. Net profit was higher than EBITDA due mainly to the impact of accounting for Bladis, S.A. using the equity method. 5.2.3 Information regarding the issuer's principal future investments, with respect to which its management bodies have already adopted firm commitments. Section 13 of this Registration Document describes the principal future investments on which the Group has not made firm commitments, at least significantly.

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6. 6.1 6.1.1

BUSINESS OVERVIEW Principal activities A description of, and key factors relating to, the nature of the issuer's operations and its principal activities, stating the main categories of products sold and/or services performed for each financial year for the period covered by the historical financial information. General introduction of DIA Group, its business and its retail network The principal business of the DIA Group, both in Spain and in the other countries in which it is present, consists of retail distribution under the discount business format by way of opening and operating stores for self-service sales (being stores dedicated to the sale of products for daily consumption, principally food and household items, which the customer shops for directly, or at sections staffed for personalised sales). The discount format has traditionally been characterised by the sale of a selection of products (principally food products) that is smaller than in other commercial formulas, by a high level of own brand products sold, and by the provision of limited services to customers (for example, with telephone and internet purchases not being available to customers). The purpose of use of this format consists of offering such products at reduced prices and so achieving a higher level of sales for each of the items. In addition to packaged food products, household goods and perfumes, in its stores the DIA Group sells, among other things, fresh products (such as fruits, vegetables, meat and fish), processed meat, bread and bakery products, clothing, shoes, household and electrical appliances, stationery and toys, and mobile telephone top-up services. The DIA Group also acts in Spain as a mobile telephone service provider and as a credit institution through its subsidiary Finandia, E.F.C., S.A.U., providing monthly financing of payment for purchases of its customers through the "ClubDIA" card. The DIA Group operates in three differentiated geographical areas, Iberia (Spain and Portugal), France, and emerging countries (Argentina, Brazil, Turkey and China), with Europe being its reference market. The four principal elements of the Group's competitive strategy are described below:

I.

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Competitive Quality/Price Ratio

Reinforced by strong own brand associated by consumers with competitive prices Operating efficiency throughout the value chain Based on high technology logistics and information systems

Strategies DIA Group

Flexibility in the face of the evolution of customer needs

Centralised management and clear sharing of responsibilities

Standardised processes with management coordinated between Spanish headquarters and country offices

a. Two differentiated retail formats ("DIA Market" / City proximity stores and "DIA Maxi" / Periphery attraction stores) b. Two point of sale management models (own management model and two types of franchise, depending on whether premises are owned by DIA or third parties)

Source: Information - company, Diagram - Internally prepared

Set forth below is the evolution of the total number of DIA Group retail stores, owned or managed under the franchise scheme, as at 31 December 2010, 2009 and 2008:

Iberia Spain Number of retail stores 2010 2009 2008 2,766 2,815 2,796 Portugal 539 524 498

France

Emerging Countries Argentina Brazil 408 376 327 Turkey 890 675 613 China 386 360 322

Total

936 928 914

448 416 410

6,373 6,094 5,880

Table 1: distribution of retail stores by country as at 31 December 2010, 2009 and 2008

53

Shown below is the total sales volume represented by each country for the DIA Group as at 31 December 2010, 2009 and 2008: Iberia Spain
Sales (millions of euros)

France

Emerging Countries Argentina Brazil Turkey 381 302 329 China 161 145 122

Total

Portugal 822 823 830 2,518 2,677 2,818

2010 2009 2008

4,116 4,120 4,195

559 413 355

1,030 747 590

9,588 9,227 9,240

Table 2: sales by country as at 31 December 2010, 2009 and 2008.

II. A) 1.

Description of business RETAIL STORES Types of retail stores At the outset, the DIA Group retail stores were small stores located in the centres of cities. This is the retail store concept called "DIA Urbana". Later, the DIA Group developed another kind of retail store with car parks, located on the outskirts of cities. This is the retail store concept called "DIA Parking". Since 2004 the Group has, as regards its own stores in Spain, been replacing the foregoing models, by adding two new kinds of store: (i) "DIA Market" for those retail stores located in the centres of cities (nearby retail stores); and (ii) "DIA Maxi" for those retail stores located in the periphery (attraction retail stores). Given the results achieved by that transformation in Spain, the DIA Group decided to export the aforesaid transformation process progressively and gradually, starting in 2004, to each of the countries in which the Group is present. In the short and medium term, the operating objectives of the DIA Group in this area will be concentrated on the two following pillars of action: Continuing, as may be seen in table 3 and 4, with the evolution of development of the plan to transform the retail store format to the "DIA Market" and "DIA Maxi" models, seeing to the consistency of results achieved after implementation, with a DIA Group average 20 to 30% improvement in sales for the "DIA Market" model and from 10 to 15% for the "DIA Maxi" model. Continuing with the process commenced in France in 2009 of conversion of stores under the "ED" trade name to "Dia". Investment per store thereunder during 2010 and the first quarter of 2011 was approximately 350,000 euros. Completion is expected in 2012. During the first year after commencement of the aforesaid conversion there was an increase in EBITDA of more than 7% and a differential in the growth of sales of 12.5% (-9% for "ED" stores and +3.5% for "Dia" stores). During the second year there was an increase in EBITDA of up to 30%.

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These objectives of the DIA Group were pursued by gradually increasing the number of "DIA Maxi" and "DIA Market" retail stores, either by opening new stores or by transforming retail stores operating under the prior formats. In the case of Turkey and China, this was only applicable to "DIA Market" retail stores, since the Group has no "DIA Maxi" retail stores therein. 1.1 "DIA Market" (an evolution of the prior "DIA Urbana" concept)

"DIA Market" retail stores have an approximate surface area of between 400 and 700 square metres, offering a selection of some 2,800 items. In this kind of store, in addition to the traditional offering of packaged food products and household goods, the fruits and vegetables, meat, delicatessen and bakery and milk products sections have been expanded, a self-service fish section has been created, and more frozen food and perfume space has been added. Furthermore, for the "DIA Market" stores located in Spain, the hours open to the public have been expanded. Reflected below is the evolution of the number of "DIA Market" and "DIA Urbana" retail stores, directly managed (the "CO-CO" management model, as described in the following section) by the DIA Group, as at 31 December of the most recent 3 years, and the change from the previous year: 2010 2009 2008 2010 / 2009 % 2009 / 2008 %

"CO-CO" (Company Owned Company Operated)

No. of "DIA Market" retail stores(*)

1,309

864

394

+ 51.5

+ 119.3

No. of "DIA Urbana" retail stores Totals

1,688

2,262

2,803

-25.4

-19.3

2,997

3,126

3,197

-4.1

-2.2

Table 3: evolution of number of "DIA Market" and "DIA Urbana" retail stores (*) 6 stores in 2010 and 4 in 2009 have been reclassified from "DIA Market" to "DIA Maxi" in Brazil, by comparison with the 2010 Management Report.

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1.2

"DIA Maxi" (an evolution of the prior "DIA Parking" concept)

The new "DIA Maxi" concept allows product range and level of service to be tailored to customers who typically make larger but less frequent purchases, travelling by vehicle to reach the retail store, rather than going to nearby retail stores. "DIA Maxi" retail stores have an approximate surface area of between 700 and 1,000 square metres, offering a selection of more than 3,500 items. The packaged food and household goods sections have been strengthened (with a broader selection, emphasising large-format products to encourage a greater volume of purchases), as have perishables (with expansion of fruits and vegetables and self-service meat and chicken) and bakery products. Shown below is the evolution of the number of "DIA Maxi" and "DIA Parking" retail stores, managed directly by the DIA Group as at 31 December of the most recent 3 years, and the change from the previous year: 2010 No. of "DIA Maxi" retail stores(*) No. of "DIA Parking" retail stores 813 2009 595 2008 437 2010/2009 % +36.6 2009/2008 % +36.2

"CO-CO" (Company Owned Company Operated)

493

750

890

-34.3

-15.7

Totals

1,306

1,345

1,327

-2.9

+1.4

Table 4: evolution of number of "DIA Maxi" and "DIA Parking" retail stores (*) 6 stores in 2010 and 4 in 2009 have been reclassified from "DIA Market" to "DIA Maxi" in Brazil, by comparison with the 2010 Management Report.

2.

Form of management The structure of operation of retail stores of the DIA Group has evolved since commencement of operations in Spain. At the outset all of the DIA retail stores were operated directly by the DIA Group. Currently, the DIA Group operates ite retail stores on two different models:

56

Direct operation by the DIA Group of retail stores in which the DIA Group holds ownership of the corresponding property right, lease agreement or surface right of the store in question ("CO-CO", Company Owned Company Operated); the average sales figure achieved by this type of store in 2010 amounted to 1.5 million euros per store; and Operation by third parties under the franchise scheme, being relationships with retail stores in respect of which the corresponding right of ownership, lease agreement or surface area agreement corresponds either to the franchisee ("FO-FO", Franchise Owned Franchise Operated) or to the DIA Group "CO-FO", Company Owned Franchise Operated); the average sales achieved by this kind of store in 2010 amounted to 1 million euros per store.

The table below reflects the evolution of the number of retail stores by management model, the percentage of the total number of retail stores they represent as at 31 December of the most recent 3 years, and the change from the previous year: 2010/2009 2009/2008 % %
-3.8 -1.2

2010
Company operated 4,303 "CO-CO"

2009
4,471

2008
4,524

67.5% 73.4% 76.9% 1,432 "FO-FO" 1,311 1,286 +9.2 +1.9

Operation under franchise scheme

22.5% 21.5% 21.9% 638 312 5.1% 6,094 70 1.2% 5,880 +4.6 +3.6 +104.5 +345.7

"CO-FO" Total no. of retail stores

10.0% 6,373

Table 5: evolution of number of retail stores by management model

2.1

Company operated This is the historic management model for the DIA Group and, therefore, the most used, although over recent years it has become less prevalent by comparison with the franchise scheme management model. It is strongly established in those areas in which the potential of sales to end consumers is highest, where it shares the position with a high number of franchises. The principal advantages of this management model are the greater ease of adapting the business model, making changes and managing the personnel that work in the retail stores.

57

In particular, the "DIA Maxi" retail stores for the most part operate under this "CO-CO" model, due to their greater size, high sales potential and greater management complexity. 2.2 Operation under franchise scheme For the DIA Group franchising is a management model and not a different retail model, for which reason this model is treated from the point of view of the end customer in the same manner as a company owned store. It is a model that has become much stronger over recent years, and is of special significance to the Group. This change in the strategy is based, principally, on economic considerations, since the franchise operating model has proven to be a management model with very interesting profitability for the DIA Group. Therefore this model, the implementation of which began in rural areas, has been expanded to urban centres. The franchise scheme third-party operating model will become more significant by comparison with the model for direct operation by the DIA Group, whether by opening new stores or by transforming those that theretofore were managed using the "CO-CO" model. In particular, as at 31 December 2010, the number of stores operated under the franchise system constituted 32.5% of total stores of the DIA Group. It is contemplated that this figure will reach 40% in 2013. "FO-FO" model Implementation of this model began in Spain more than 20 years ago. Although at the beginning it was reserved for rural areas, over recent years it has also been used in urban areas. The impact of "FO-FO" stores on the DIA Group's profits derive principally from sales, accounting for the sales of merchandise to these stores, which are made at a given margin. This margin is lower than the margin the DIA Group obtains in the stores it manages itself. "Other Income" covers, among other things, the fixed franchise fee, its impact being minimal. All personnel and operating costs, including the costs of opening or improving stores (investments), are paid by the franchisee, therefore having no impact on either the DIA Group's profits or its balance sheet. The only costs paid by the DIA Group are (i) logistics costs, accounted for in the "cost of sales" line item, and (ii) the costs of personnel supervising franchises, the principal impact of which is on personnel expenses. "CO-FO" model Implementation of this management model began in Spain 5 years ago by way of isolated tests. Since 2009 it has been implemented in a significant manner. The principal advantage of this system is that the DIA group fits out premises meeting all investment requirements and having all necessary equipment and, thereafter, they are transferred to a third party for management and operation, which allows generation of profitability for both parties thanks to the franchisee's involvement in the operation of the point of sale.

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The impact of "CO-FO" stores on the Group's profits is the same as for "FO-FO" stores, except for the fact that the DIA Group continues to pay the rent, and reinvoices this cost as revenue in the "Other Income" line item. 2.2.1 Legal regulation of franchises In the majority of the countries in which the DIA Group operates, the franchise formula is widely used. Nevertheless, there is little legal regulation in certain countries. In the development of its business by way of franchises, the DIA Group uses standardised contracts, which may vary depending on the management model. For the "FO-FO" management model, the DIA Group uses a franchise agreement the principal terms of which may be summarised as follows: The DIA Group extends a licence to the franchisee to use its trademarks and authorises it to use its business model and know-how, establishing the guidelines regarding start-up, installation, decoration, fitting out and maintenance of the store. Also, based on the economic environment, market studies prepared by the DIA Group and its experience, the Group recommends to the franchisee a pricing policy to be applied to the products; The DIA Group receives a fixed up-front fee and a fixed annual payment for expenses of advertising undertaken by the DIA Group; The DIA Group grants the franchisee exclusivity in a specified geographical area, and exclusivity for the sale of DIA Group own brand products in that area; The DIA Group and the franchisee mutually agree: (i) all products constituting the initial stock of the franchisee, which are defined one week prior to opening the store, and (ii) the monthly orders and deliveries of merchandise, based on a minimum figure, adjusted annually. The franchisee undertakes to sell only products from the selection supplied by DIA, excluding any other source of supply, in order to preserve the uniform image of "Dia"; and The DIA Group has a non-compete agreement with the franchisee in respect of similar activities over the term of the agreement and for a given period after termination thereof.

For the "CO-FO" management model, the DIA Group uses a model franchise agreement that includes transfer of the premises where the business is to be conducted. For these purposes, the DIA Group assigns to the franchisee the commercial use, management and operation of a fully-equipped store, the contractual terms being very similar to those of the standard model referred to above, with the following characteristics in some of the countries in which the DIA Group operates:

59

franchisee profile: entrepreneurs that have previously had a business relationship with the DIA Group for the operation of another franchised store, or have been employed by it; no payment of the upfront fee; and an offer of advantageous financing terms for acquisition of the store's initial stock.

2.2.2

Operation of franchise scheme The DIA Group has an International Franchise Office responsible for promoting development of franchises in all countries and seeing to the establishment of the strategic objectives and their implementation in those countries. In addition, local management in each country is responsible for controlling the franchises operating within its territory. In particular, local management in each country is responsible for selecting candidates to become franchisees, maintaining the relationship and controlling the legal, commercial and financial risks of each franchise. In this regard, the DIA Group undertakes to support the franchisee in startup and operation of the business. In particular, it undertakes to: Analyse financing resources and needs: preparation of a complete viability study, market studies, financing plan, provisional operating account and cash plan; Search for premises: assistance in finding the best premises for the franchisee; Remodelling and equipping premises: for any construction or remodelling the franchisee has technical assistance from the DIA Group; and Ongoing advice and assistance after store opening.

After being selected, each franchisee must attend and complete an training programme (provided by the DIA Group) regarding management of the business. Prior to signing the corresponding contract, a preliminary agreement is signed. The period of time between them depends on the legislation applicable in each country. The term of these franchise agreements varies by country and the management model in question. Thus, in Spain, the term thereof is 1 year for "CO-FO" and 2 years for "FO-FO" stores, both being renewable annually by mutual agreement, while in other countries the term may be from 1 to 9 years.

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B) 1.

PRODUCT SELECTION Categories and types of products The DIA Group product selection may be categorised as follows: Mass-Market Products (Productos Gran Consumo, or "PGC"): these are packaged food products and refrigerated products, milk, delicatessen products, frozen products, eggs, household products and perfumes. For each kind of product (or "unit of need"), the DIA Group offers both own brand products and leading supplier brand products by sales (normally a maximum of two leading supplier brands in terms of sales). Traditional Fresh Products (Productos Frescos Tradicionales, or "PFT") (also called perishables): it is comprised of the categories of fresh fruits and vegetables, meat and chicken, fish, bread and bakery products. Other products: included in this category are household items and textiles, telephony (both mobile telephone top-up service and the provision of services such as serving as a virtual mobile network operator in Spain, called "MvilDIA"), tobacco and magazines.

Set forth below, for the period covered by the historical financial information of this Registration Document (that is, the period of three years ended 31 December 2010), on a combined basis, is the percentage of sales achieved by the DIA Group in each of the aforesaid sections: Products Mass Market Products (PGC) Traditional Fresh Products (PFT) Other 2010 Sales (%) 85.4% 12.0% 2.6% 2009 Sales (%) 85.5% 11.7% 2.8% 2008 Sales (%) 86.0% 11.2% 2.9%

Table 6: percentage of sales achieved by each of the sections grouping products sold by the DIA Group, on a combined basis for the 2010, 2009 and 2008 financial years.

2. 2.1

Own brand products Weight of own brands in sales of Mass Market Products (PGC) The DIA Group has developed a broad range of own brand products in all categories of packaged food, household goods and perfumes and also provides a broad selection of products for each of the aforesaid categories.

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Set forth below is the weight of sales of own brand products by reference to the total of Mass Market Products (PGC) of the DIA Group during the financial years ended 31 December 2010, 2009 and 2008, both on a worldwide level and by reference to each of the countries in which it is present.

Iberia Spain 2010 Own brand sales(*) Total PGC sales (*) % of own brand PGC sales PGC sales as % of total 2009 Own brand sales(*) Total PGC sales (*) % of own brand PGC sales PGC sales as % of total 2008 Own brand sales(*) Total PGC sales (*) % of own brand PGC sales PGC sales as % of total 1,927 3,626 53.1% 86.4% 388 734 52.9% 88.4% 1,891 3,515 53.8% 85.3% 375 721 52.1% 87.6% 1,834 3,463 53.0% 84.1% 380 710 53.6% 86.4% Portugal

France

Emerging Countries Argentina Brazil Turkey China

Total

1,455 2,107 69.1 % 83.6%

199 509 39.2% 91.0%

336 971 34.6% 94.3%

96 278 34.7% 72.8%

15 149 10.2% 92.5%

4,315 8,187 52.7% 85.4%

1,689 2,211 76.4% 82.6%

134 378 35.5% 91.5%

218 700 31.1% 93.7%

87 228 38.4% 75.5%

18 132 13.8% 91.2%

4,412 7,885 56.0% 85.4%

1,699 2,340 72.6% 83.0%

124 341 36.4% 96.2%

187 550 34.0% 93.2%

94 242 39.0% 73.4%

11 108 10.0% 89.1%

4,430 7,942 55.8% 85.9%

Table 7: sales of own brand products as percentage of total of Mass Market Products (PGC) as at 31 December 2010, 2009 and 2008. (*) Value in millions of euros

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Finally, set forth below is the annual average number of own brand Mass Market Products (PGC) sold by the DIA Group, during the financial year closed 31 December 2010, in the countries in which it currently is present. Iberia Spain Number of products 1,684 Portugal 1,355 1.899 France Argentina 887 Emerging countries Brazil 746 Turkey 630 China 954

Table 8: annual average number of own brand Mass Market Products (PGC) sold by the DIA Group as at 31 December 2010

2.2

Advantages of own brands to the DIA Group: image, price and operational efficiency Image

The DIA Group has concentrated its efforts on the identification of its own brands with quality, by way of its "Integrated Quality Management Programme", which covers the following matters: Selection of ingredients/base products: after deciding to develop an own brand product, there is work technically defining the product, precisely describing the quality specifications thereof. Thereafter, there is a comparative tasting using a representative sample of consumers, in order to evaluate consumer perception of the sensory characteristics and design of the product under development. Manufacturing: with the adoption by the selected suppliers of strict health and safety measures. Also, before being selected to work with the DIA Group own brand, suppliers must pass a strict initial approval audit. Finished product: after development of the product, at each warehouse, there is a department responsible for controlling the quality of the finished products and taking samples from each truck arriving there, with merchandise not meeting the defined quality standards not being accepted.

This system has resulted in DIA's obtaining ISO 9001:2008 quality certification, as regards the process of approval, validation and control of own brand suppliers, and control of fruit and vegetables. Price

The DIA Group pricing policy for its own brands has been to offer a broad range of products covering the basic needs of consumers at competitive prices.

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As a general matter, the Company estimates that own brand products of the DIA Group are sold to the public in the Group stores at a price between 40% and 60% less than the price of the same kind of product of a supplier brand. This is possible thanks to the high sales volume achieved for each of the items (thus maximising the production efficiency of the suppliers), and the optimisation of logistics flows, thus managing to reduce the purchase price to the maximum extent possible. In addition, it is notable that the own brand products, unlike supplier brand products, do not require additional elements of costs, such as marketing and advertising costs. The own brand, therefore, is a fundamental pillar of the pricing strategy and image of the DIA Group. In addition, there are other elements contributing thereto, such as the discounts given through the "ClubDIA" loyalty programme (which is explained in detail in section 6.1.1.II.B).4 below), and a policy of advertising by way of fortnightly brochures and advertisements in the mass media (television, radio, etc.). Operating efficiency in retail stores

The methods and systems used by the DIA Group in the marketing of its own brand products allow it to be efficient. In this regard, for example, the DIA Group has developed a variety of trays, lids, pallets and semi-pallets to facilitate transfer, presentation and access to products in the aisles. Thus, products are displayed in the aisles in their original packaging, which reduces handling costs of the stores. 3. 3.1 Other products sold Criteria for selection and pricing policy of supplier brands Independently of its own brand products, and on a general basis, the DIA Group in its stores, for each kind of product existing in the market (that is, for each unit of need), sells the best-selling supplier brand. Nevertheless, in many categories there are two supplier brands, because there may be other supplier brands of special importance in the market. The process of selection of products that are to be marketed in each of the categories is led by the Commercial Management Department in each country. Based on the space dedicated to each category in the stores, the various products existing in the market are studied, analysing the sales figures predicted by companies specialised in market studies and the data provided by suppliers. After this study, it is decided what specific items will be included in the selection. The objective is an efficient selection that, with the least possible number of items, covers a broad percentage of sales in the category. Regarding the pricing policy for this kind of product, the same elements specified in the preceding subsection regarding own brand products would apply, albeit on a less aggressive basis, such as discounts given by way of the aforesaid "ClubDIA" loyalty programme and fortnightly promotions of a large number of supplier brand products.

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3.2

Special emphasis on Traditional Fresh Products (PFT) Set forth below are both the total sales volume achieved for each of these kinds of products, and the percentage weight thereof by reference to the total sales volume of the DIA Group over the period covered by the historical financial information of this Registration Document (that is, the period of three years ended 31 December 2010). 2010 Sales in EUR (*) Fruits and vegetables Meat Fish Fresh bread and bakery products Total 691.5 344.2 18.1 99.5 1,153.3 % of sales 7.2% 3.6% 0.2% 1.0% 12.0% 2009 Sales in EUR (*) 637.6 320.1 20.7 101.1 1,079.5 % of sales 6.9% 3.5% 0.2% 1.1% 11.7% 2008 Sales in EUR (*) 655.0 265.2 18.3 93.6 1,032.1 % of sales 7.1% 2.9% 0.2% 1.0% 11.2%

Table 9: total sales volume achieved by each of these kinds of products (*) Value in millions of euros

Set forth below are the sales volume of Traditional Fresh Products (PFT) achieved by the DIA Group in each of the countries in which it is present, over the period covered by the historical financial information of this Registration Document (that is, the period of three years ended 31 December 2010) in millions of euros. Iberia Spain 2010 PFT Sales (*) PFT sales as % of total 2009 PFT Sales (*) PFT sales as % of total 501 12.2% 78 9.5% 397 14.8% 24 5.8% 35 4.6% 34 11.4% 10 6.7% 1,080 11.7% 563 13.7% 90 10.9% 366 14.5% 37 6.7% 44 4.2% 44 11.5% 10 6.0% 1,153 12.0% Portugal France Emerging Countries Argentina Brazil Turkey China Total

65

Iberia Spain 2008 PFT Sales (*) PFT sales as % of total 462 11.0% 75 9.0% Portugal

France

Emerging Countries Argentina Brazil Turkey China

Total

422 15.0%

1 0.2%

29 5.0%

35 10.6%

9 7.2%

1,032 11.2%

Table 10: volume of PFT sales in each of the countries in which the DIA Group is present. (*) Value in millions of euros

The process of selection of perishable products is in essence very similar to the process described for own brands, since (i) they are products from producers external to the DIA Group; (ii) the company is involved and assumes control and responsibility as if its own brand were involved; and (iii) the same integrated quality management programme is applied to them. The product offering is built based on including the items most sold in each of the categories in the selection. It is important to note that for this kind of product it is necessary to adapt the selection to each of the regions, since the differences in consumption are great. 3.3 Other products Regarding this kind of product, which has been noted covers household items, textiles, telephone products, tobacco and magazines, set forth below is the weight of sales thereof by the DIA Group during the financial years ended 31 December 2010, 2009 and 2008, both on a worldwide basis and by reference to each of the countries in which it is present.

Iberia Spain 2010 Sales (*) % of sales 2009 Sales (*) % of sales 104 2.5% 24 2.9% 90 2.2% 22 2.7% Portugal

France

Emerging countries Argentina Brazil Turkey China

Total

45 1.8%

13 2.4%

15 1.4%

60 15.7%

2 1.5%

248 2.6%

69 2.6%

11 2.6%

12 1.6%

40 13.1%

3 2.1%

262 2.8%

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Iberia Spain 2008 Sales (*) % of sales 108 2.6% 22 2.6% Portugal

France

Emerging countries Argentina Brazil Turkey China

Total

56 2.0%

13 3.6%

11 1.8%

53 16.0%

4 3.7%

266 2.9%

Table 11: total sales volume achieved by this kind of product (*) Value in millions of euros

The selection of this kind of product varies depending on whether it is a mature or emerging country. In the latter countries there are products not found in the selection sold in the former (for example, the sale of tobacco in Turkey and China). 4. Special discount policy and loyalty programmes The principal purpose of the "ClubDIA" loyalty programme is to study the purchasing preferences of customers, allowing the DIA Group to develop a programme of individualised marketing. The programme has two phases: 4.1 First phase The purpose of the first phase is to offer a simple discount programme allowing increasing use of the "ClubDIA" Card, obtaining information on the preferences of its customers and thus being in a position to study their purchasing behaviour. To achieve this, in the first phase each customer is given one free loyalty card and two key ring cards, all of them containing a single bar code on the reverse, so that members of the same household are identified by a single code. By presenting any of these cards at the cash register, the customer may benefit from a basic discount programme covering approximately 300-400 products, receiving a lower price than other customers not holding the card have to pay for them. The amount of discount varies from 10% to 30% of the non-card price, and the products involved constantly change. 4.2 Second phase Based on the information collected on its customers' purchases, the DIA Group develops a personalised marketing programme, separating its customers into various categories based on their purchasing profiles and offering them the possibility of benefiting from certain discounts, by way of delivery of personalised discount coupons, highly varied, for purchase of certain products. These discounts apply to both own brand products and supplier brand products, whether or not they are products typically purchased by the customer.

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The amount of the discount varies greatly. Percentage of price discounts are most often used, normally varying from 10% to 50%, although this depends on the type of customer and the customer's purchasing history (i.e. total volume of purchases and categories of products purchased). In Spain during the 2010 financial year, in DIA Group own stores, the shopping basket of customers holding loyalty cards averaged 15.4 euros, by comparison with 7.11 euros for the shopping basket of customers not holding the card (in both cases including the corresponding VAT) This loyalty card programme was launched in Spain in 1998, and has been progressively implemented in Portugal (2000), Argentina (2006) and France (2010). In France, following the launch of the programme, approximately 10% of French households have the loyalty card. This year it is being implemented in Turkey, and it is contemplated that it will be implemented in China in 2012 and Brazil in 2013. Currently the loyalty card is broadly spread among the Group's customers, as is shown below. Set forth in the following table, from the date of implementation in each of the countries in which the DIA Group is present to 31 December 2010, are the number of cards issued by the DIA Group and the percentage of sales in 2010 by way of use of the loyalty card (loyalty sales). Number of cards (*) Spain (since 1998) Portugal (since 2000) Argentina (since 2006) France (since 2010) Total / % 13,417,380 3,039,372 2,761,610 2,432,541 21,650,903 2010 % of loyalty sales 74.5% 75.8% 79.0% 60.9% 72.5%

Table 12: number of cards issued and percentage of sales using loyalty card in 2010 * data as at 31 December 2010

C)

SUPPLIES AND PURCHASES When purchasing merchandise, the DIA Group has chosen a strong centralised strategy that allows the generation of significant volumes for each product, and as a result the benefit of very reduced purchase prices. In no country in which the DIA Group operates is there a supplier with a material percentage of the products supplied. Thus, for example, in Spain the DIA Group's largest supplier does not reach 10% of total supply. The purchase process for Mass Market Products (PGC), Traditional Fresh Products (PFT) and other products comprising the DIA Group selection is described below, as is the evolution contemplated therefor after separation from the Carrefour group:

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1. 1.1

Mass Market Products (PGC) Purchase of own brand products In the case of own brand products, the DIA Group oversees and controls the process of creation thereof, involving itself in all stages of the chain of production and thus ensuring the necessary quality standards. In Spain and France, approximately 50% of own brand products are negotiated jointly with the Carrefour group, the others being negotiated independently. The purchase negotiations are undertaken by a representative of the DIA Group and another from the Carrefour group, forming what internally is known as a negotiation pair (binomio de negociacin) for each of the families of products. Even when the aforesaid purchases are negotiated jointly by the DIA Group and the Carrefour group, the invoicing of the products acquired by each of them is on an independent basis. In the other countries in which the DIA Group is present, based on cultural considerations and distance, the negotiation of this kind of product is made independently of the Carrefour group, by purchasing specialists for each of the various countries with the support of the DIA Group's International Business Office team, located in Madrid. Evolution of process after separation After separation from the Carrefour group, in the medium term, the DIA Group will continue to work with the Carrefour group regarding negotiation of commercial terms related to this kind of product in Spain and France. There will therefore be no change in the current purchase process, since the Carrefour group (in particular Carrefour World Trade, S.A., an entity in its group) and the DIA Group have ensured continuity of the joint negotiation process for own brand products in these countries by signature of the cooperation and business negotiation agreement, for a term of 3 years after admission to trading of the Company's shares, which is described in section 22.1 below. Regarding the other countries in which the DIA Group is present, the DIA Group will continue to negotiate purchases of this kind of merchandise separately.

1.2

Purchase of supplier brand products By contrast with own brand products, the DIA Group does not participate in the process of creation of the products, applying quality controls for the products after they are delivered by the suppliers to the DIA Group logistics platforms. In the purchase process for these products it is necessary to distinguish between international negotiation and national or local negotiation. international negotiation As regards international suppliers, negotiation is centred in a Carrefour group company, Carrefour World Trade, S.A., which negotiates for and on behalf of all companies in the DIA Group, based on a verbal or written mandate.

69

Evolution of process after separation The companies in the DIA Group will continue to be covered by the commitments agreed by Carrefour World Trade S.A. and its suppliers. Those commitments will apply to the companies in the DIA Group until 31 December 2011, after which date the DIA Group will negotiate independently (for greater detail, see section 22.1 below). national negotiation In Iberia, France and Turkey there is negotiation of local commercial terms (at the level of each country) jointly with the Carrefour group. The negotiations in the other countries in which the DIA Group operates are entirely independent. Evolution of process after separation After separation from the Carrefour group, the DIA Group will negotiate independently in all countries in which it operates, with the exception of France. In the latter country, the companies in the DIA Group will continue to be covered by the commitments agreed between Interdis (a company belonging to the Carrefour group) and its suppliers. These commitments will apply to the companies in the DIA Group until 29 February 2012, after which date the DIA Group will independently negotiate the commercial terms related to this kind of product (for greater detail, see section 22.1 below). 2. Traditional Fresh Products (PFT) The purchase of these products is negotiated at the local level in each of the various countries. There will be no change whatsoever after separation from the Carrefour group. In the Business Office of each of the subsidiaries of the DIA Group there is a Traditional Fresh Products department that negotiates the purchase of these products independently of the Carrefour group. 3. Other products Regarding this kind of product, there is only a small part of household items and textiles that are a part of the permanent selection (such as batteries and light bulbs), which are negotiated jointly with the Carrefour group (in particular, with the entity Carrefour World Trade S.A.) on the international level, which negotiates for and on behalf of the companies in the DIA Group. The other products are negotiated independently of the Carrefour group at the local level. Evolution of process after separation In the short term, that is until 31 December 2011, international negotiation in respect of certain household items and textiles will continue to be made through Carrefour World Trade, S.A. Starting 1 January 2012 the DIA Group will negotiate the commercial terms related to this kind of product in a manner totally independent of the Carrefour group.

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D)

LOGISTICS For all physical merchandise it offers, the DIA Group has developed a significant logistics network in the 7 countries in which it is present, in order to be in a position to sell its products in the more than 6,300 retail stores. For this purpose, as at 31 March 2011, the DIA Group has 42 warehouses with an average surface area of 19,000 square metres each. In addition, the DIA Group has 2 warehousing platforms that are used on an exceptional basis depending on logistics needs at a given time. To deliver the products to customers the following actions are taken: In the first place, the supplier delivers the products to the DIA Group warehouses; In the second place, the warehouses, depending on the product orders made by the retail stores, organise both the supply of the products to the retail stores and the orders for new supplies to the providers; and Finally, the retail stores make the products supplied from the warehouses available to customers.

The combination of these logistics activities, in the financial years ended 31 December 2010, 2009 and 2008, has resulted in a DIA Group expense of approximately 456,200,000, 454,100,000 and 452,000,000 euros, respectively (approximately 4.9% of its sales for the aforesaid three financial years), which is reflected in the "cost of sales" account. The following graphic reflects the chain of supply from the manufacturer to the customer:

Guaranteeing availability of products

Start to Finish View

Multi-product truck simplifies in-store processes based on a single delivery Industrialising and automating processes reduces errors and improves response time to stores Cooperating and sharing information helps improve competitiveness

Store
APT2 Semipallets Transport of Cash Register Productivity

Logistics
Automated Warehouse Order PAA Order Plan Voice Picking RFID Central Warehouse

Supplier
Business Scorecard EDI Factory Gate Pricing -FGP

1.

Control of merchandise flow

71

Manufacture

Customer

The trucks that deliver the products to the retail stores are specifically designed to be able to transport products at two different temperatures (trucks with multitemperature refrigeration sections), and thus can simultaneously transport different types of product to retail stores on each trip. Also, the generalised use of trucks to transport products from a supplier to the warehouse, that previously were supplied to a retail store ("backhauling" or "Factory Gate Pricing") allows the DIA Group to reduce transport costs by increasing turnover and reducing CO2 emissions. The trucks used to deliver products to warehouses and retail stores are handled by undertakings with which standard transport contracts are signed, the DIA Group not having its own fleet. The principal terms and conditions of the transport contracts signed by the DIA Group with those undertakings are described below: 1.1 Transport contract - national level At the national level, the transport of merchandise is divided into three classes: Transport of merchandise from distribution centres of suppliers to the DIA Group logistics platforms

In this kind of transport, it is the suppliers for the most part that contract for transport of merchandise and choose the undertaking responsible for providing the service. Transport of merchandise from DIA Group logistics platforms to retail stores

The DIA Group, regarding this kind of transport, has a standard contract that is used to hire transport undertakings that are to load, transport and unload merchandise from the logistics platforms to the retail stores, whether company owned or franchised. The principal characteristics of this standard kind of contract are as follows: (i) Determination of the territorial scope for performance of the service and the physical resources necessary to provide it based on the DIA Group's needs; Obligation on transport undertakings and their workers to comply with certain internal and quality rules in the performance of the service and to coordinate regarding prevention of employment risks; Establishment of control procedures to verify compliance by the transporters with their tax and employment obligations; Determination of the price of the service and adjustment thereof, based on possible changes in the price of fuel; and Obligation on the transporter to obtain an insurance policy covering its possible liability when providing the service.

(ii)

(iii) (iv) (v)

72

Specific transport of refrigerated and frozen products

The DIA Group, in certain countries, in addition to contracting for transport services for merchandise as indicated above, may contract for services of storage and transport of refrigerated and frozen products. 1.2 Transport contract - international level The international suppliers of the DIA Group typically take responsibility for contracting for transport service. Nevertheless, when the DIA Group assumes this responsibility, it documents the relationship pursuant to a set of terms establishing the purpose, the origin and destination of the merchandise, the type of truck, the volume, the term, the service level and the fee. 2. 2.1 Warehouse management Physical structure of warehouses The standard warehouse has a surface area of 20,000 square metres, can accommodate a stock of between 10 and 16 days of sales of products, and is designed to maintain each kind of product under optimum conditions. In order for products to be accepted from the supplier, they must satisfy temperature, expiration date and general appearance checks. It must be noted that there is constant monitoring of the cold chain from receipt of the product at the warehouse to delivery to the retail store. Each warehouse has specific areas based on the storage temperature of each product. This is the case of refrigerated and frozen products, fruits and vegetables and flow-through products (for example, just-in-time chicken and meat). In addition to flow warehouses (that is multi-temperature warehouses that supply articles of greater turnover and perishables to the stores), the DIA Group has central warehouses in Spain, France, Portugal, Argentina and, in June 2011, will begin operating one in Brazil. These central warehouses cover the items with longer lifecycles. The centralisation that has been implemented in these countries makes it possible to reduce administrative and transport costs, by delivering the products to a single platform rather than doing so to each flow warehouse in the country, and optimising stock levels. 2.2 Information systems used for warehouse management The warehouses have WMS (Warehouse Management System) software, which gives real-time information on the stock in the warehouse, and prepares a daily plan of production and transport within the warehouse. Preparation of orders is made by way of "voice picking" devices. The system translates voice system orders and the operator also orally confirms the amount prepared. This system increases productivity and decreases preparation errors. A weight control system supported by RFID (radiofrequency identification) is also available to the Group. It increases the efficiency of detection of errors, improving the quality of service at retail stores.

73

In addition, for purposes of synchronising the order and production systems, the DIA Group has three basic tools to guarantee product availability: Automated Warehouse Order (Pedido Automtico de Almacn, or "PAA"), Automated Store Order (Pedido Automtico de Tiendas, or "APT2") and Order Plan (Plan de Pedidos). Finally, the DIA Group has created an information system based on the principal management ratios by supplier (such as "Service level and delivery compliance", "Days of stock per product", "Errors", "Orders with incidents" and "Logistical data by item and warehouse") called "Business Scorecard" and maintains the relationship and communications with them on an electronic basis by way of the "EDI" system. 3. Management of retail stores The DIA Group has developed automated ordering software called APT2, which places the retail store order for each article in accordance with its stock, its sales forecasts, and the expiration date and implementation characteristics of the retail store. This programme also optimises the loading of the truck, improving transport costs. Also, the DIA Group aims to optimise the checkout period (Cash Register Productivity) by the adoption of certain measures, such as including barcodes on multiple faces of the own brand products, thus making it possible for the scanner to read the codes more rapidly and reduce waiting times. In addition, another measure allowing simplification of transport is the use of combi-pallets or semi-combi-pallets, allowing an increase in the number of crates transported per logistics unit, thus improving transport costs. For purposes of clarification, semi-pallets are 800 mm x 600 mm wooden structures that are used in the movement of cargo, to facilitate lifting and handling by forklift trucks. E) 1. MANAGEMENT OF DIA GROUP Centralisation of management in Spain The DIA Group centralises its management in Spain, the country in which the Group parent company, DIA, is domiciled. Specifically, in its offices located at Edificio Tripark del Parque Empresarial Las Rozas, Las Rozas (Madrid), is where: the office of the chairman and management team of the DIA Group are located; certain general corporate services (finance, human resources and legal) are located; the DIA Group concepts, standards and models regarding its own brands, the loyalty programme, the retail store models, the franchises and the supply chain are defined, designed and controlled; synergies and promotion strategies are analysed; and

74

DIA Group software and hardware needs are developed.

To this end, the DIA Group has international functional groups in the areas described in the following subsection. 2. General management, "country/area" executive management and "corporate" management As specified in the following organisational chart, under the DIA Group's general management there currently are 4 "country/area" executive management offices and 5 "corporate" management offices.

3.

Management structure of subsidiaries In each of the countries in which the DIA Group is present, there are both a general manager and an organisation that, in general, essentially on an operational basis, cover the commercial, expansion, operations, franchises, human resources and finance areas. All of these areas report to the general manager for the country in question.

III. A) (i) 1.

Analysis of business by segment IBERIA SPAIN Details of retail stores by format and management model Set forth below are the numbers of retail stores managed under the "CO-CO" model, by format, as at 31 December of the 3 most recent years, and their corresponding evolution:

75

2010 "DIA Maxi" "DIA Market" "DIA Urbana" "DIA Parking" Total no. of stores 491 782 464 24 1,761

2009 475 649 769 36 1,929

2008 390 318 1,146 118 1,972

2010/2009 2009/2008 % % +3.4% +20.5% -39.7% -33.3% -8.7% +21.8% +104.1% -32.9% -69.5% -2.2%

Table 13: details and evolution of stores in Spain by format

Set forth below is the evolution in Spain of the number of retail stores by management model, and the percentage of the total number of retail stores in Spain they represent as at 31 December of the most recent 3 years: 2010/2009 2009/2008 % % -8.7% -2.2%

2010 1,761 "CO-CO" 63.7% 325 "CO-FO" 11.7% 680 "FO-FO" Total no. of stores 24.6% 2,766

2009 1,929 68.5% 152 5.4% 734 26.1% 2,815

2008 1,972 70.5% 824 29.5% 2,796

+113.8%

-7.4%

-10.9%

-1.7%

+0.7%

Table 14: details and evolution of stores in Spain by management model

As at 31 December 2010 the DIA Group had a total of approximately 1,195,000 square metres of sales area in Spain (including company owned and franchised stores). 2. Local operations related to warehouses and logistics DIA logistics in Spain cover the entire territory. At the date of this Registration Document, DIA has 18 warehouses located in Santiago de Compostela, Oviedo, Valladolid, Burgos, Zaragoza, Tarragona, Barcelona (two), Madrid (three), Badajoz, Seville, Jan, Mlaga, Alicante, Cadiz and Valencia. The 2 central warehouses are in Madrid and Burgos.

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The warehouses have an average surface area of approximately 20,000 square metres, with 30% thereof for refrigerated products. The combined surface area of all warehouses is approximately 360,000 square metres. During the period covered by the historical financial information, DIA contracted for transport services with an average of more than 200 undertakings throughout Spain. 3. Sale of products - distribution of sales over own brands, supplier brands, fresh and other products As at 31 December 2010 sales of own brand products constituted 53.0% of total sales of Mass Market Products (PGC), with supplier brands representing the remaining 47.0%. The following table shows the percentages as at 31 December 2010, 2009 and 2008 of distribution of sales by product category: Products Mass Market Products (PGC) Traditional Fresh Products (PFT) Other Total sales (millions of euros) 2010 Sales (%) 84.1% 13.7% 2.2% 4,116 2009 Sales (%) 85.3% 12.2% 2.5% 4,120 2008 Sales (%) 86.4% 11.0% 2.6% 4,195

Table 15: distribution of sales by product category in Spain

Finandia Finandia, E.F.C., S.A.U. is a financing institution (establecimiento financiero de crdito) subject to the supervision of the Bank of Spain. Its business arises as a natural extension of the "ClubDIA" loyalty card, seeking to provide its holders with a convenient system for payment for purchases (e.g. cash payment on a weekly basis, use of revolving credit, etc.). Also, taking account of the significant network of retail stores and, therefore, the proximity to the customer, it has made it possible for the customer to make cash withdrawals against the credit limit assigned to the card, directly at cash registers, which are entered as "Consumer credit form financial companies". The system was implemented starting in 2002 in own stores and starting in 2005 in retail stores managed under the franchise scheme. At that time the service offered to certain customers was expanded by the marketing, by mail, of small personal consumer loans of up to 6,000 euros. In 2008 the system was fully implemented in all of the Group's stores in Spain.

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As at 31 December 2010, DIA had approximately 200,000 active cards. The expenditure during that financial year was 78,598,000 euros, representing 15% of all card payments made in the DIA retail stores. As at 31 December 2010, Finandia had a credit balance of 7,545,000 euros against customers, with an average remaining term of approximately 19 months. As regards interest rates applied, the effective interest rate of credit card debtors during the 2010 financial year was between 0% for cash customers and a nominal monthly floating interest rate of 2.18%, which may be adjusted for revolving credit based on the interest rate published by the European Central Bank on the last business day of the preceding calendar quarter, as the average rate of threemonth non-transferable bank deposit transactions in the money market, plus a margin. This interest rate for 2009 was between 0% (cash) and a monthly nominal rate of 2.17%. For 2008 the rates were 0% (cash) and 1.73%. For personal loans, a monthly nominal fixed interest rate of 1.60% has been established for all credit risks of this product. Finally, as at 31 December 2010 the solvency ratio (that is, the minimum capital entities must have as a percentage of their risk weighted assets) was 64.40%. The default ratio at the same date (that is, doubtful assets before valuation adjustments as a percentage of credit extended to customers) was 4.80%. Finally, at the same date the default exposure cover ratio (that is, value adjustments by reason of impairment of assets as a percentage of gross default exposure) was 93.92%. (ii) PORTUGAL "Minipreo" is the brand and logo under which the DIA Group operates in Portugal. 1. Details of retail stores by format and management model Set forth below are the numbers of retail stores managed under the "CO-CO" model, by format, as at 31 December of the last 3 years, and their corresponding evolution: 2010 "Minipreo Maxi" "Minipreo Market" "Minipreo Urbana" "Minipreo Parking" Total no. of stores 36 112 148 57 353 2009 22 85 182 78 367 2008 46 221 97 364 2010/2009 2009/2008 % % +63.6% +31.8% -18.7% -26.9% -3.8% +84.8% -17.6% -19.6% +0.8%

Table 16: details and evolution of stores in Portugal by format

78

Set forth below is the evolution in Portugal of the number of retail stores by management model, and the percentage of the total number of retail stores in Portugal they represent as at 31 December of the most recent 3 years: 2010 353 "CO-CO" 65.5% 21 "CO-FO" 3.9% 165 "FO-FO" Total no. of stores 30.6% 539 2009 367 70.0% 5 1.0% 152 29.0% 524 2008 364 73.1% 134 26.9% 498 +2.9% +5.2% +8.6% +13.4% +320.0% 2010/2009 2009/2008 % % -3.8% +0.8%

Table 17: details and evolution of stores in Portugal by management model

The DIA Group Portuguese retail stores are located principally in the two most populated cities in Portugal, that is, Lisbon and Porto, where the two regional centres from which the DIA Group presence in Portugal is controlled are located. Notwithstanding the foregoing, the DIA Group also is present in the remainder of Portuguese territory. As at 31 December 2010 the DIA Group had approximately 208,000 square metres of sales area in Portugal (including company owned and franchised stores). 2. Local operations related to warehouses and logistics At the date of this Registration Document, the DIA Group has 3 warehouses in Portugal, located in Valongo (Porto), Torres Novas (Coimbra) and Alverca (Lisbon), with a total surface area of approximately 76,000 square metres, which supply the DIA Group stores in Portugal located in their corresponding geographical areas of influence (North, Central and South, respectively), whether franchises or managed by the DIA Group. These 3 warehouses are of similar size, with an average surface area of approximately 25,300 square metres. Regarding the form of distribution of its products to all of its stores, the DIA Group currently contracts for transport services with 4 outside undertakings, this number having been practically constant over the period covered by the historical financial information. The Company believes it has no dependence on these transport undertakings, nor do they depend on the Company.

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3.

Sale of products - distribution of sales over own brands, supplier brands, fresh and other products As at 31 December 2010 sales of own brand products constituted 53.6% of total sales of mass market products (PGC), with supplier brands representing the remaining 46.4%. The following table shows the percentages as at 31 December 2010, 2009 and 2008 of distribution of sales by product category: 2010 Sales (%) 86.4% 10.9% 2.7% 822 2009 Sales (%) 87.6% 9.5% 2.9% 823 2008 Sales (%) 88.4% 9.0% 2.6% 830

Products Mass Market Products (PGC) Traditional Fresh Products (PFT) Other Total sales (millions of euros)
Table 18: sales of products in Portugal

B)

FRANCE ED, an abbreviation for "Europa Discount", is the name, logo and trademark under which the DIA Group also operates in France.

1.

Details of retail stores by format and management model Set forth below are the numbers of retail stores managed under the "CO-CO" model, by format, as at 31 December of the last 3 years, and their corresponding evolution: 2010/2009 2009/2008 % % +433.3% -40.8% -36.5% -9.0% -1.1% -7.1% -0.8%

2010 "DIA Maxi" "DIA Market" "ED Urbana" "ED Parking" Total no. of stores 224 40 103 393 760

2009 42 174 619 835

2008 176 666 842

Table 19: details and evolution of stores in France by format

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Set forth below is the evolution in France of the number of retail stores by management model, and the percentage of the total number of retail stores they represent as at 31 December of the most recent 3 years: 2010/2009 2009/2008 % % -9.0% -0.8%

2010 760 "CO-CO" 81.2% 122 "CO-FO" 13.0% 54 "FO-FO" 5.8% Total no. of stores 936

2009 835 90.0% 44 4.7% 49 5.3% 928

2008 842 92.1% 24 2.6% 48 5.3% 914

+177.3%

+83.3%

+10.2%

+2.1%

+0.9%

+1.5%

Table 20: details and evolution of stores in France by management model

Although the DIA Group has a sizable network of stores in France, there is a concentration of stores in the North, le-de-France, Alsace Lorraine, Rhone-Alps, Languedoc-Roussillon and Provence-Alps-Cte d'Azur regions. That accounts for a total of approximately 670,000 square metres of sales area of the DIA Group in France (including company owned and franchised stores) as at 31 December 2010. 2. Local operations related to warehouses and logistics At the date of this Registration Document, the DIA Group has 9 warehouses located in the regions in which it has most presence, that is, the Paris, North, Alsace Lorraine, Rhone Valley and South regions, with a total surface area of approximately 208,300 square metres, which supply the DIA Group stores in the country located in the geographical areas of their influence, whether franchises or managed by the DIA Group. These warehouses have an average surface area of approximately 23,000 square metres. Regarding the form of distribution of its products to all of its stores, the DIA Group contracts for transport services with 119 domestic undertakings, this number of undertakings having been practically constant over the period covered by the historical financial information.

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3.

Sale of products - distribution of sales over own brands, supplier brands, fresh and other products As at 31 December 2010 sales of own brand products constituted 69.1% of total sales of mass market products (PGC), with supplier brands representing the remaining 30.9%. The following table shows the percentages as at 31 December 2010, 2009 and 2008 of distribution of sales by product category: Products Mass Market Products (PGC) Traditional Fresh Products (PFT) Other Total sales (millions of euros)
Table 21: sales of products in France

2010 Sales (%) 83.6% 14.5% 1.8% 2,518

2009 Sales (%) 82.6% 14.8% 2.6% 2,677

2008 Sales (%) 83.0% 15.0% 2.0% 2,818

C) (i) 1.

EMERGING COUNTRIES ARGENTINA Details of retail stores by format and management model Set forth below are the numbers of retail stores managed under the "CO-CO" model, by format, as at 31 December of the 3 most recent years, and their corresponding evolution: 2010/2009 2009/2008 % % +7.7% +166.7% -16.0% +11.8% +2.8% +10.6% +575% -7.9% +88.9% +4.1%

2010 "DIA Maxi" "DIA Market" "DIA Urbana" "DIA Parking" Total no. of stores 56 72 216 19 363

2009 52 27 257 17 353

2008 47 4 279 9 339

Table 22: details and evolution of stores in Argentina by format

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Set forth below is the evolution in Argentina of the number of retail stores by management model, and the percentage of the total number of retail stores they represent as at 31 December of the most recent 3 years: 2010/2009 2009/2008 % % +2.8% +4.1%

2010 363 "CO-CO" 81.0% 85 "FO-FO" Total no. of stores 19.0% 448

2009 353 84.9% 63 15.1% 416

2008 339 82.7% 71 17.3% 410

+34.9%

-11.3%

+7.7%

+1.5%

Table 23: details and evolution of stores in Argentina by management model

The majority of the stores are located in the province of Buenos Aires, where the central offices are also located, the presence in the provinces of Santa Fe, Entre Rios, Crdoba and Corrientes being minimal. As at 31 December 2010 the DIA Group had a total of approximately 135,000 square metres of sales area in Argentina (including company owned and franchised stores). 2. Local operations related to warehouses and logistics At the date of this Registration Document, in Argentina the DIA Group has 4 warehouses, all located in the province of Buenos Aires, specifically in Vicente Lpez, Burzaco, Hurlingham and Campana, with a total surface area of approximately 63,000 square metres, which supply all stores in the country, whether franchised or owned. These warehouses have an average surface area of approximately 15,700 square metres. Regarding the form of distribution of its products from the warehouses to the stores, the DIA Group contracts for transport services with 32 outside undertakings. this number of undertakings having been practically constant over the period covered by the historical financial information. Currently the Hurlingham warehouse is the central warehouse. Its selection, principally low turnover articles, is distributed to all stores: (i) nearby ones, directly; and (ii) more distant ones, by way of cross docking, that is, by sending the stores merchandise prepared by the central warehouse through the flow warehouses (without handling by the latter) that typically supply those stores.

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3.

Sale of products - distribution of sales over own brands, supplier brands, fresh and other products As at 31 December 2010 sales of own brand products constituted 39.2% of total sales of mass market products (PGC), with supplier brands representing the remaining 60.8%. The following table shows the percentages as at 31 December 2010, 2009 and 2008 of distribution of sales by product category: Products Mass Market Products (PGC) Traditional Fresh Products (PFT) Other Total sales (millions of euros)
Table 24: sales of products in Argentina

2010 Sales (%) 91.0% 6.7% 2.4% 559

2009 Sales (%) 91.5% 5.8% 2.6% 413

2008 Sales (%) 96.2% 0.2% 3.6% 355

(ii) 1.

BRAZIL Details of retail stores by format and management model Set forth below are the numbers of retail stores managed under the "CO-CO" model, by format, as at 31 December of the 3 most recent years, and their corresponding evolution: 2010 "DIA Urbana" "DIA Maxi"(*) Total no. of stores 253 6 259 2009 278 4 282 2008 267 267 2010/2009 2009/2008 % % -9.0% +50.0% -8.2% +4.1% +5.6%

Table 25: details and evolution of stores in Brazil by format (*) 6 stores in 2010 and 4 in 2009 have been reclassified from "DIA Market" to "DIA Maxi", by comparison with the 2010 Management Report.

It is notable that the DIA Group basically has used a single store format in Brazil, the classic "DIA Urbana", but adapting the product selection to the various social classes, for the time being not having opened any attraction store. Also, in Brazil the DIA Group has introduced a type of store in poor areas, in which the product range offered is narrow, primarily consisting of basic necessities, and another type of store in more affluent areas, in which the product range offered is broader and the products have greater added value.

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Nonetheless, in 2009 the DIA Group decided to introduce the "DIA Maxi" format in Brazil, with greater sales area (900 square metres) and a broader selection (perishables, meat and bakery products). The goal of this format is to compete with local supermarkets of 1,000 to 2,000 square metres, which have a strong price image and for the most part lead the market in the poor areas. Set forth below is the evolution in Brazil of the number of retail stores by management model, and the percentage of the total number of retail stores they represent as at 31 December of the most recent 3 years: 2010/2009 2009/2008 % % -8.2% +5.6%

2010 259 "CO-CO" 63.5% 67 "CO-FO" 16.4% 82 "FO-FO" Total no. of stores 20.1% 408

2009 282 75.0% 20 5.3% 74 19.7% 376

2008 267 81.7% 6 1.8% 54 16.5% 327

+235.0%

+233.3%

+10.8%

+37.0%

+8.5%

+15.0%

Table 26: details and evolution of stores in Brazil by management model

From a geographical point of view, all of the retail stores of the DIA Group in Brazil are located in the So Paulo region, although in 2007 it began expansion in the Ribeirao Preto region, some 400 km from the city of So Paulo. In coming years the Group contemplates expansion to other regions. During 2011 it is planned to open stores in the Porto Alegre region, in the south of Brazil. As at 31 December 2010 the DIA Group had a total of approximately 168,000 square metres of sales area in Brazil (including company owned and franchised stores). 2. Local operations related to warehouses and logistics At the date of this Registration Document, in Brazil the DIA Group has 3 warehouses located in Guarulhos, Osasco and Americana (all in the So Paulo region), with a total surface area of approximately 77,000 square metres, which supply the DIA Group stores in the country, whether franchised or owned. These warehouses have an average surface area of approximately 25,700 square metres. Regarding the form of distribution of its products from the warehouses to the retail stores, the DIA Group contracts for transport services with 47 outside undertakings, this number of undertakings having been practically constant over the period covered by the historical financial information.

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3.

Sale of products - distribution of sales over own brands, supplier brands, fresh and other products As at 31 December 2010 sales of own brand products constituted 34.6% of total sales of mass market products (PGC), with supplier brands representing the remaining 65.4%. The following table shows the percentages as at 31 December 2010, 2009 and 2008 of distribution of sales by product category: Products Mass Market Products (PGC) Traditional Fresh Products (PFT) Other Total sales (millions of euros) 2010 Sales (%) 94.3% 4.2% 1.4% 1,030 2009 Sales (%) 93.7% 4.6% 1.6% 747 2008 Sales (%) 93.2% 5.0% 1.8% 590

Table 27: sales of products in Brazil

(iii) 1.

TURKEY Details of retail stores by format Set forth below are the numbers of retail stores managed under the "CO-CO" model, by format, as at 31 December of the 3 most recent years, and their corresponding evolution: 2010/2009 2009/2008 % % +173.8% -15.9% +28.8% +292.2% -17.5% +1.4%

2010 "DIA Market" "DIA Urbana" Total no. of stores 282 281 563

2009 103 334 437

2008 26 405 431

Table 28: details and evolution of stores in Turkey by format

By contrast with other countries in which the DIA Group is present, for the time being it has not opened any attraction store, due to the fact that in the areas in which it currently is established the urban development and consumption patterns better fit proximity stores.

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Set forth below is the evolution in Turkey of the number of retail stores by management model, the percentage of the total number of retail stores they represent as at 31 December of the most recent 3 years and the change from the previous year: 2010 563 "CO-CO" 63.3% 52 "CO-FO" 5.8% 275 "FO-FO" Total no. of stores 30.9% 890 2009 437 64.8% 61 9.0% 177 26.2% 675 2008 431 70.3% 40 6.5% 142 23.2% 613 +31.9% +10.1% +55.4% +24.7% -14.8% +52.5% 2010/2009 2009/2008 % % +28.8% +1.4%

Table 29: details and evolution of stores in Turkey by management model

As at 31 December 2010 the DIA Group had a total of approximately 187,000 square metres of sales area in Turkey (including company owned and franchised stores). Given the entrepreneurial nature of the Turkish population, the franchise formula suits the market very well. In addition, the unorganised market (for purposes of clarification, the organised market is the group of chains having a trade name, local or international, with modern and standardised procedures and systems, the unorganised market being those not having the foregoing characteristics) continues to represent 41% of the total, offering great potential for development of franchises, since they allow traditional merchants to join in an independent formula under the know-how of an organised distribution group. 2. Local operations related to warehouses and logistics In Istanbul at the date of this Registration Document, DIA Sabani has 2 warehouses, one located in the European part of the city, with a surface area of 22,340 square metres, and another in the Asian part, with a surface area of 14,930 square metres. They supply products to the areas of influence of Istanbul and Ankara. Also, DIA Sabani has a warehouse in Izmir, with a surface area of 16,270 square metres, which is essential to the operations not only in the Izmir area but also in the Antalya and Adana regions. The transport service is contracted with 9 outside undertakings, this number of undertakings having been practically constant over the period covered by the historical financial information. The Company believes it has no dependence on these transport undertakings, nor do they depend on the Company.

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3.

Sale of products - distribution of sales over own brands, supplier brands, fresh and other products As at 31 December 2010 sales of own brand products constituted 34.7% of total sales of mass market products (PGC), with supplier brands representing the remaining 65.3%. The following table shows the percentages as at 31 December 2010, 2009 and 2008 of distribution of sales by product category: Products Mass Market Products (PGC) Traditional Fresh Products (PFT) Other Total sales (millions of euros)
Table 30: sales of products in Turkey

2010 Sales 2009 Sales 2008 Sales (%) (%) (%) 72.8% 11.5% 15.7% 381 75.5% 11.4% 13.1% 302 73.4% 10.6% 16.0% 329

(iv) 1.

CHINA Details of stores by format and management model Set forth below are the numbers of retail stores managed under the "CO-CO" model, by format, as at 31 December of the 3 most recent years, and their corresponding evolution: 2010 "DIA Market" "DIA Urbana" Total no. of stores 21 223 244 2009 268 268 2008 309 309 2010/2009 2009/2008 % % -16.8% -9.0% -13.3% -13.3%

Table 31: details and evolution of stores in China by format

Currently only proximity or "DIA Market" stores are being opened, due to their great potential in Chinese cities, with millions of inhabitants. But in the future, with the economic development of the country, the higher level of car ownership and the establishment of the DIA Group in other areas of China, it is contemplated that the "DIA Maxi" retail store format will be introduced. Set forth below is the evolution in China of the number of retail stores by management model, the percentage of the total number of retail stores they represent as at 31 December of the most recent 3 years and the change from the prior year:

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2010 244 "CO-CO" 63.2% 51 "CO-FO" 13.2% 91 "FO-FO" Total no. of stores 23.6% 386

2009 268 74.5% 30 8.3% 62 17.2% 360

2008 309 96.0% 13 4.0% 322

2010/2009 2009/2008 % % -9.0% -13.3%

+70.0%

+46.8%

+376.9%

+7.2%

+11.8%

Table 32: details and evolution of stores in China by management model

Currently DIA China is conducting business in 2 large regions in China: Beijing and Shanghai. These regions have great growth potential, principally due to their large populations (200 million inhabitants). In the more distant future, development is contemplated in other regions of China. As at 31 December 2010 the DIA Group had a total of approximately 85,000 square metres of sales area in China (including company owned and franchised stores). 2. Local operations related to warehouses and logistics In China the DIA Group has retail stores in the Northeast and Southeast areas, and 2 warehouses at the date of this Registration Document, one in Beijing (with a surface area of approximately 14,600 square metres) which supplies merchandise to the Northeast area, and the other in Shanghai (with a surface area of approximately 14,500 square metres), which supplies the Southeast area. The DIA Group contracts for the transport services from 7 outside undertakings in the Shanghai area and 6 for the Beijing area, this number of undertakings having been practically constant over the period covered by the historical financial information. The Company believes it has no dependence on these transport undertakings, nor do they depend on the Company. 3. Sale of products - distribution of sales over own brands, supplier brands, fresh and other products. As at 31 December 2010 sales of own brand products constituted 10.2% of total sales of mass market products (PGC), with supplier brands representing the remaining 89.8%. The following table shows the percentages as at 31 December 2010, 2009 and 2008 of distribution of sales by product category:

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Category Mass Market Products (PGC) Traditional Fresh Products (PFT) Other Total sales (millions of euros)
Table 33: sales of products in China

2010 Sales 2009 Sales (%) (%) 92.5% 6.0% 1.5% 161 91.2% 6.7% 2.1% 145

2008 Sales (%) 89.1% 7.2% 3.7% 122

6.2 6.2.1

Principal markets Breakdown of total revenues by category of activity and geographic market for each financial year for the period covered by the historical financial information. Set forth below is total revenue of the DIA Group by segment for the financial years ended 31 December 2010, 2009 and 2008.
( 000s) Iberia France Emerging Countries Total revenue 2010 4,985,242 2,541,076 2,146,678 9,672,996 2009 4,980,544 2,696,667 1,615,563 9,292,774 Change 10-09 0.1% -5.8% 32.9% 4.1% 2008 5,065,284 2,835,908 1,403,082 9,304,274 Change 09-08 -1.7% -4.9% 15.1% -0.1%

6.2.2

A description of the principal markets in which the Issuer competes. The DIA Group conducts its retail distribution business in two kinds of differentiated markets: mature markets (Spain, Portugal and France) and emerging markets (China, Brazil, Argentina and Turkey).

A)

MATURE MARKETS The economic context of recession over recent years, and the current moderate economic growth, have had a significant impact on consumption habits. Greater pressure on household income and growing unemployment have resulted in people becoming generally more savings-conscious, with consumers more interested in value for money, and with more careful budget management. In addition, the greater life expectancy of the population, resulting in a larger group of pensioners, together with the uncertainty related to reforms of pension systems, also contributes to the development of new consumer behaviours, principally characterised by the search for quality products at competitive prices. In turn, consumers evidence a preference for proximity retail stores, as they are more practical given the current active lifestyle, since it avoids travel by comparison with attraction stores. The greater suitability of proximity stores given social changes (i.e. greater numbers of single person households, greater number of groups with limited mobility, etc.) also contributes to their importance.

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In these markets, in particular in the discount business format, the DIA Group competes principally with two international operators, that is, Lidl and Aldi. SPAIN According to the Spanish National Statistics Institute (Instituto Nacional de Estadstica), the unemployment rate had increased to 20.33% as at 31 December 2010. This increased unemployment has resulted in a rapid decrease in consumption, and an increase in savings, negatively affecting the consumer product distribution sector. As at 31 December 2010 GDP was 1.4074 trillion dollars and per capita GDP was 29,824.60 US dollars. There was a decrease of 4.8% on the preceding year. In this regard, it is estimated that GDP in 2011 will be 1.456 trillion dollars (according to Global Insight February 2011). The economic bonanza deriving from low interest rates and availability of credit over past years has been replaced by the bursting of the so-called "real estate bubble", restriction of credit and increased unemployment, which have restricted disposable income and reduced the purchasing power of Spaniards, in turn reducing consumer confidence. Based on all of the foregoing, price has become the key variable when making purchase decisions, with the resulting increased importance of own brands and the discount business format. In this regard, inflation was 1.8% in 2010 (according to Global Insight February 2011). In the food product distribution sector, the relevance of the various sales channels has been changing, with traditional retail stores and small stores losing share to the large chains (including the DIA Group), the latter having greater capacity to optimise processes, reduce costs and thus make better prices and offerings available to their customers. Regarding the positioning of the DIA Group in the Spanish market, set forth below, for the financial year ended 31 December 2010, is the PGC market share achieved by both the DIA Group and its principal international competitors in the discount business format, that is Lidl and Aldi, as well as a brief description of the business formats and product selection of the latter in the country: Operator DIA Lidl Aldi Market share (of PGC)(*) 10.2% 3.7% 0.6%

(Source: Kantar Worldpanel (prepared based on a panel of households, regarding Mass Market Products (PGC)) (*) The remaining market share would correspond to small businesses, hypermarkets and supermarkets, medium-size distribution, etc.

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The most significant characteristics of the aforesaid competitors of the DIA Group in Spain are the following (Source: the Company): Lidl: its stores are principally located on the outskirts of cities and include parking for customers. It has a reduced number of items in its product range, based on food products with a high percentage of own brands. It is known above all for the large number of non-food products in its selection, such as household items and textiles. Aldi: the format of its retail stores is very similar to that of Lidl, offering both food and non-food products. In this case, they offer only own brand products.

PORTUGAL The population is concentrated around the principal cities (Lisbon, the capital, and Porto) and in the coastal areas. GDP in Portugal in 2010 was 228.9 billion US dollars. Per capita GDP was 21,329.90 US dollars (according to Global Insight February 2011), resulting in a decrease of 2.3% on the preceding year. In this regard, it is estimated that GDP in 2011 will be 233 billion US dollars (according to Global Insight February 2011). As at 31 December 2010 the unemployment rate was at 10.8% (according to Global Insight February 2011). After a period of economic growth higher than the European Union average for a good part of the last decade (1991-2000), Portugal has felt the effects of an economic policy based on steep increases in government expenditure and, the consequent rise in the public deficit. The country's inflation follows the general European trend. It is estimated at 2.7% for 2011 (1.4% in 2010, according to the Portuguese Central Bank), as a result of generalised increases of costs, such as taxes, energy and raw materials. Currently, Portugal is negotiating a loan of approximately 78 billion euros with the European Union and the International Monetary Fund, and a programme of measures and reforms to reduce its public deficit and assure its growth. In addition, the political situation of the country is uncertain, with an interim government in place and legislative elections scheduled for June. According to the Nielsen market research company, the mass market has had lower growth rates, 0.5% in 2009 and 0.9% in 2010. Regarding the positioning of the DIA Group in the Portuguese market, set forth below, for the financial year ended 31 December 2010, is the PGC market share achieved by both the DIA Group and its principal international competitors in the discount business format, that is Lidl and Aldi, as well as a brief description of the business formats and product selection of the latter in the country:

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Operator DIA Minipreo Lidl Aldi

Market share (of PGC)(*) 9.6% 10.9% 0.1%

(Source: Kantar Worldpanel (prepared based on a panel of households, regarding Mass Market Products (PGC)) (*) The remaining market share would correspond to small businesses, hypermarkets and supermarkets, medium-size distribution, etc.

The most significant characteristics of the aforesaid competitors of the DIA Group in Portugal are the following (Source: the Company): Lidl: its stores, of approximately 950 square metres, are almost always located on the outskirts of cities. All have parking for customers. Its commercial offering is based on a narrow range of food complemented by textile and household goods products that are sold on a promotional basis. The majority of the products are of exclusive brands for Lidl retail stores, coexisting with a selection of items of leading supplier brands in terms of sales. Aldi: present in Portugal since 2006, its stores are on the outskirts of cities and have an average surface area of around 720 square metres. The Aldi retail offering is similar to that of Lidl, with a smaller overall selection, having leading supplier brands in terms of sales and exclusive brand products, and non-food products sold by way of promotional campaigns.

FRANCE The unemployment rate has increased to 9.8% at the end of 2010 (according to Global Insight February 2011). The economic climate has had a negative impact on household confidence and access to credit. GDP in 2010 grew by 1.4% to 2.5734 trillion US dollars, with per capita GDP of 40,900.30 US dollars (according to Global Insight February 2011), resulting in a decrease of 3.4% by comparison with the previous year. In this regard, it is estimated that GDP in 2011 will be 2.6759 trillion US dollars (according to Global Insight February 2011). But this result must be qualified by reason of the prime la casse, a governmental economic measure providing assistance to consumers in replacement of their vehicles, which has allowed renewed consumption in the automobile sector but has also artificially inflated household consumption. Another qualification relates to the announcement by the French National Statistics and Economic Studies Institute (INSEE) of a 2010 increase in the purchasing power of the French. But the INSEE did not take into account the strong increase in prices in the real estate sector (+6% in 2010), despite the fact that it has a certain impact on allocation of household income, particularly for

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those of more modest means. In 2010 inflation was 1.5% (according to Global Insight February 2011). GDP growth in 2011 should be comparable to that in 2010, but this time without help from the prime la casse. It also is worth noting that the French economy may rely on its strong birth rate (the highest in Europe in 2010) and its immigration to strengthen the domestic market in 2011. Regarding the positioning of the DIA Group in the French market, set forth below, for the financial year ended 31 December 2010, is the PGC market share achieved by both the DIA Group and its principal international competitors in the discount business format, that is Lidl and Aldi, as well as a brief description of the business formats and product selection of the latter in the country: Operator DIA ED Lidl Aldi Market share (of PGC)(*) 2.1% 4.5% 2.3%

(Source: Kantar Worldpanel (prepared based on a panel of households, regarding Mass Market Products (PGC)) (*) The remaining market share would correspond to small businesses, hypermarkets and supermarkets, medium-size distribution, etc.

The most significant characteristics of the aforesaid competitors of the DIA Group in France are the following (Source: the Company): Lidl: is present in all French regions, in particular in the East, the North and the Southeast, and is characterised by strong organic expansion. It also has a non-food product selection (promoted by advertising brochure campaigns) and a selection of supplier brands. Aldi: is strongly established in the North, Gironde, Burgundy and the Ardennes regions. No supplier brand product is sold in the Aldi stores.

B)

EMERGING MARKETS The development of a middle class and the higher purchasing power of a greater number of individuals are factors allowing consumption by a larger part of the population, characterised by the desire to experience modern forms of trade. Nevertheless, the purchasing power of the "emerging consumer" is still limited, which puts the discount business format in an advantageous position by comparison with other less price competitive business models. In these markets, the DIA Group competes with multiple operators, basically of a national nature.

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ARGENTINA After a period of intense growth after the 2001 crisis, the distribution sector has experienced a decrease in the rate of growth, principally as a result of the high rate of inflation over the previous 2 years (6.2% in 2009 and 10.7% in 2010, according to Global Insight February 2011) and the worldwide economic crisis. This inflationary context results in a reduction of the purchasing power of consumers. This scenario is expected to continue unchanged during 2011, a year marked by presidential elections. As at 31 December 2010 its GDP was 365.5 billion US dollars, with a per capita GDP of 8,989 US dollars and an unemployment rate of 8% (according to Global Insight February 2011) resulting in a 19% increase on the preceding year. In this regard, it is estimated that GDP in 2011 will be 418.3 billion US dollars (according to Global Insight February 2011). The evolution of sales of retail products over recent years has been marked by strong discounts and the financing offered by the chains associated with banks to stimulate purchases, which has resulted in many consumers making their purchase decisions based almost exclusively on those discounts, thus favouring large chains with greater capacity to offer them, to the detriment of small stores. This trend is expected to continue, since it has proven to be an effective method for increasing sales. Consumers plan their purchases based on discounts offered by the chains and associated banks. The government has maintained strict controls on imports of products with maintenance and renewal of licences at minimum levels, to the point of leading many foreign distributors to choose to leave the country, as remaining is not profitable. With high inflation levels and an exchange rate (Argentine peso to dollar) with little evolution, the loss of competitiveness for value added exports of goods is well known. Nevertheless, the government's policies continue to pressure those companies that wish to import products for which there are local substitutes. In addition, the government continues to establish limits on price increases for certain goods in order to control inflation. BRAZIL Despite the worldwide financial crisis, low income Brazilians managed real gains, expanding their level of consumption in many categories of products, in particular food. In general, distribution chains have been able to capitalise on this improvement in Brazilian consumption. Greater availability of credit, increased consumer confidence and decreased tax pressure also contributed to the increase in consumption. A key factor in the stimulation of demand has been the possibility of offering customers credit, which only the large chains have been able to provide. The Brazilian food product distribution sector is still very fragmented, although the large chains gradually have been gaining ground by way of acquisitions and a greater number of retail stores. National distributors are expanding to more rural

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areas to escape the more competitive environment of the large cities and attract greater demand. Brazil has passed through the greatest process of structural change in its history, a transformation that is having a very significant impact on the distribution sector as a result of the emergence of a middle class with increased disposable income. As at 31 December 2010 its GDP was 2.066 trillion US dollars, with a per capita GDP of 10,576 dollars, resulting in a 28.47% increase by comparison with the previous year. In this regard, it is estimated that GDP in 2011 will be 2.383 trillion US dollars (according to Global Insight February 2011). Also, the unemployment rate was 6.8% (according to Global Insight February 2011). Also, according to Euromonitor data, from 2002 to 2008 the number of families with annual disposable income of more than 10,000 dollars increased by 394%, and families with income greater than 15,000 dollars increased by 457%. It is expected that such growth will continue in the context of greater economic stability, the most dynamic sector being that of basic commodities. The implementation of government policies along the same lines as in prior periods suggests that Brazil will continue supporting improvement in the distribution of family income, with a direct impact on consumption. TURKEY Turkey, with a population of 75 million inhabitants (according to Global Insight February 2011), experienced rapid economic growth until the end of 2008. It has more than 20 cities with a population of more than one million inhabitants, and a population that is very young (20% less than 14 years old - source United Nations) and educated. As at 31 December 2010 the unemployment rate was 12% (according to Global Insight February 2011). As at 31 December 2010 its GDP was 721 billion US dollars, with a per capita GDP of 9,532 US dollars (according to Global Insight February 2011), resulting in a 16.42% increase on the previous year. In this regard, it is estimated that GDP in 2011 will be 727.74 billion dollars (according to Global Insight February 2011). The traditional market still maintains significant weight, estimated by Nielsen at 41% of FMCG (Fast Moving Consumer Goods), although its share has been reduced regularly each year, in favour of the large international and domestic operators. In Turkey the so-called "informal sales" in bazaars and small stores continue to have significant weight in the sector, in particular in outlying areas more sensitive to price because they have lower disposable income. Nevertheless, large chains and shopping centres continue to be the launching pad for growth of the sector, and continue to expand to less developed rural regions in search of new clientele.

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The prospects for coming years are for continuing growth of the large operators, at the expense of unorganised trade (source: Euromonitor). Protection of the local market, by way of significant customs duties on imports, has allowed development of a network of competitive industrial suppliers. Specifically, the growth of the organised operators, principally of the discount business format operators, has resulted in strong expansion of own brands, with weights still lower than in the European market, but demonstrating their great development potential. CHINA In macroeconomic terms China went from being a closed, highly centralised economy in the 1970s to the leader among the so-called "emerging countries" in the first decade of the 21st century. As at 31 December 2010 the nominal value of its GDP was 5.877 trillion dollars, with a per capita GDP of 4,376 dollars (according to Global Insight February 2011), resulting in a 17.03% increase on the previous year. In this regard, it is estimated that GDP in 2011 will be 7.105 trillion dollars (according to Global Insight February 2011). All of the foregoing makes China the second-largest economy in the world, second only to the United States. It should also be noted that during 2010 China became the world's largest exporter. Nonetheless, China also must confront reforms related to market liberalisation and adopt measures related to better distribution of wealth, since there still is a significant income gap between the populations of rural areas and those in large urban centres. The great growth of the Chinese economy has resulted in an increase in household consumption of nearly 12% over the last three years. Analysts foresee this growth being maintained over the coming financial years, since it must be remembered that the middle class is as yet in the process of formation, and the growth prospects of the economy remain. In 2010 the unemployment rate was 4.1% (according to Global Insight February 2011). Regarding the distribution sector, in contrast with other countries with mature markets, the Chinese distribution market is dominated by small stores, which means that there is growth potential for the modern market. In addition, as regards the organised market, currently the Chinese market is highly fragmented, dominated by local chains that are particularly strong in second tier cities and rural areas. 6.3 Where the information given pursuant to items 6.1. and 6.2. has been influenced by exceptional factors, mention that fact. The Company believes that the information included in sections 6.1 and 6.2 above has not been materially influenced by exceptional factors.

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6.4

If material to the Issuer's business or profitability, disclose summary information regarding the extent to which the Issuer is dependent on patents or licences, industrial, commercial or financial contracts or new manufacturing processes. Section 11 of this Registration Document includes a description of the Issuer's patents and licences. In addition, section 6.1.1 describes the basic characteristics of the DIA Group's franchise, transport and product supply contracts. In addition, in section 10.3 there is a description of the principal terms of DIA's financing contracts. Finally, the other contracts that will be signed or remain in effect after separation from the Carrefour group and the other contracts relevant to the business of the DIA Group are described in section 22.

6.5

The basis for any statements made by the Issuer regarding its competitive position. Some of the market and industry data used in this Registration Document has been drawn or derives from internal surveys, reports and studies, as well as industry publications and reports of third parties, such as Euromonitor International, Nielsen, Kantar Worldpanel, INSEE, the United Nations and Global Insight February 2011.

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7. 7.1

ORGANISATIONAL STRUCTURE If the Issuer is part of a Group, a brief description of the Group and the Issuer's position within the Group. The Issuer is the controlling company of a Group of companies of various nationalities, under current legislation (for greater detail regarding the entities belonging to its group, see sections 7.2 and 25 below). Nevertheless, under the provisions of article 43(2) of the Commercial Code, the Issuer is exempt from preparation of consolidated financial statements, because the subgroup is included in the European group of Carrefour Socit Anonyme, by way of the interest of the latter in Norfin Holder, S.L., the sole shareholder of the Issuer. Nevertheless, as soon as the shares of the Company are admitted to trading, the exemption indicated above will no longer apply, and DIA will be required to prepare consolidated financial statements. Set forth below are various organisational charts reflecting the composition of the DIA group as at 31 December 2010 and at the date of the Registration Document:

99

DIA Group Composition as at 31 December 2010

(The foregoing organisational chart includes those companies that are fully consolidated and those that are consolidated using the equity method, excluding the companies whose contribution to the Group is irrelevant; for greater detail regarding the latter, see section 25 below)

100

Composition of DIA Group at date of Registration Document

(The foregoing organisational chart includes those companies that are fully consolidated and those that are consolidated using the equity method, excluding the companies whose contribution to the Group is irrelevant; for greater detail regarding the latter, see section 25 below)

101

7.2

A list of the Issuer's significant subsidiaries, including name, country of incorporation or residence, proportion of ownership interest and, if different, proportion of voting power held List of subsidiaries Set forth below is a list of the materially most significant subsidiaries of the Issuer at the date of the Registration Document, with an indication of the name, country of registered office and percentage ownership, direct and indirect, held therein by the Issuer:
Company name Country of registered office Percentage interest (1)

7.2.1

Fully consolidated companies 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. 13. 14. 15. DIA Portugal Supermercados, Sociedade Unipessoal, Lda. DIA Argentina S.A. Diasa Dia Sabanci Supermarketleri Ticaret Anonim Sirketi (*) DIA Brasil Sociedade Limitada Finandia, E.F.C., S.A.U. Twins Alimentacin, S.A.U. Pe-Tra Servicios a la Distribucin, S.L.U. ED SAS Erteco SAS SAS Immobilire Erteco SAS ED Franchise SAS Proved Beijing DIA Commercial Co. Ltd. (*) Shanghai DIA Retail Co. Ltd. (*) DIA Tian Tian (Shanghai) Management Consulting Service & Co. Ltd. (*) Portugal Argentina Turkey Brazil Spain Spain Spain France France France France France China China China 100% 95% (2) 59.93% (3) 99.99% (4) 100% 100% 100% (5) 100% 100% (6) 100% (6) 100% (6) 50%(6) 100% 100% 100%

Companies accounted for using the equity method Bladis S.A. France 33.33% (7)

(1)

The DIA percentage holding in the companies in the preceding table is direct, unless otherwise stated.

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(2)

The remainder of the capital of this company (5%) belongs to Pe-Tra Servicios a la Distribucin, S.L.U., a company indirectly owned by DIA through Twins Alimentacin, S.A.U. The remainder of the capital of this company belongs to H. . Sabani Holding A.S. (40%) and the following companies in the DIA Group: Twins Alimentacin, S.A.U. (0.0335%), Pe-Tra Servicios a la Distribucin, S.L.U. (0.0167%) and DIA Portugal Supermercados, Sociedade Unipessoal, Lda. (0.0167%). The remainder of the capital of this company (0.01%) belongs to DIA Argentina S.A. DIA's interest in this company is indirect, through Twins Alimentacin, S.A.U. DIA's interest in this company is indirect, through ED SAS. 33.33% of this company belongs to Erteco SAS, which in turn is 100% owned by ED SAS, a subsidiary of the Issuer in France. For more information regarding the acquisition of Erteco SAS by ED SAS, see section 5.2 above. These companies show losses in their individual financial statements for the 2010 financial year. Also, all of them as at 31 December 2010 had negative equity, with the exception of DIA Tian Tian (Shanghai) Management Consulting Service & Co. Ltd. In relation to these companies it is the DIA Group's intention to use its best efforts to balance their equity position, should it be necessary to do so. The other wholly-owned subsidiaries of DIA had profits and positive equity as at 31 December 2010.

(3)

(4) (5) (6) (7)

(*)

As may be seen in the foregoing information, most of the companies in which DIA holds direct interests are 100% owned by it, other than in the case of the Argentine company DIA Argentina S.A. and the Brazilian company DIA Brasil Sociedade Limitada, in which DIA directly holds practically all of capital, with the remainder belonging to other companies in its Group. The reason for this is the existence of certain rules in Argentina, and Brazil that prevent the existence of single-owner companies. Similar restrictions apply in relation to Turkey and the Turkish company Diasa Dia Sabanci Supermarketleri Ticaret Anonim Sirketi. In addition, the Issuer has indirect holdings in a series of companies as specified in section 25 below. The Issuer's holdings in those companies is not material. They therefore have no material economic or financial impact on the DIA Group. 7.2.2 Businesses engaged in by the subsidiaries The DIA Group subsidiaries engage in essentially the same businesses as the Issuer, with the exception of: (a) Finandia, E.F.C., S.A.U.: the business of which is consumer loan and credit transactions;

103

(b) (c)

DIA Tian Tian (Shanghai) Management Consulting Service & Co. Ltd.: the business of which consists of consulting services; Pe-Tra Servicios a la Distribucin, S.L.U.: the business of which consists of acquisition, sale, lease, administration and operation of real estate and facilities related thereto; SAS Immobilire Erteco: the business of which consists of the management of real estate assets owned by it; Erteco SAS: which owns and has the know-how related to the "ED" trademark in France and is the licensee of the "Dia" trademark in France; and SAS ED Franchise: the business of which consists of the management of rights to use of the "Dia" and "ED" trademarks by ED SAS and the companies operating franchises in France.

(d) (e)

(f)

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8. 8.1

PROPERTY, PLANT AND EQUIPMENT Information regarding any existing or planned material tangible fixed assets, including leased properties, and any major encumbrances thereon. Property, plant and equipment The balance and movements in the DIA Groups Property, plant and equipment in 2008, 2009 and 2010 are as follows:

(Thousands of euros) Cost At January 1, 2008 Additions Disposals Transfers Translation differences At December 31, 2008 Additions Disposals Transfers Transfers to assets classified as held for sale Translation differences At December 31, 2009 Additions Disposals Transfers Other movements Translation differences At December 31, 2010 Depreciation At January 1, 2008 Depreciation charge for the year Disposals Transfers Other movements Translation differences At December 31, 2008 Depreciation charge for the year Disposals Transfers Other movements Transfers to assets classified as held for sale Translation differences At December 31, 2009 Depreciation charge for the year Disposals Transfers Other movements Translation differences At December 31, 2010

Land

Buildings

Plant, machinery and other assets 1,990,628 362,477 (154,261) 16,722 (22,575) 2,192,991 295,387 (96,516) (48,930) (90,201) 7,959 2,260,690 248,856 (251,861) (23,681) 863 17,569 2,252,436

Total

174,417 11,274 (6,699) (100) (2,636) 176,256 5,136 (4,599) 341 2,942 180,076 799 (954) 1,502 2,594 184,017

666,407 61,104 (31,466) (17,328) (7,575) 671,142 31,881 (25,162) 48,781 (16,114) 6,207 716,735 30,360 (7,974) 12,869 807 8,148 760,945

2,831,452 434,855 (192,426) (706) (32,786) 3,040,389 332,404 (126,277) 192 (106,315) 17,108 3,157,501 280,015 (260,789) (9,310) 1,670 28,311 3,197,398

(175,281) (20,347) 9,478 24,920 (3,354) (872) (165,456) (25,533) 14,488 (3,112) (4,398) 10,026 (756) (174,741) (27,992) 3,207 5,395 (4,236) (545) (198,912)

(1,124,985) (192,390) 139,663 (24,897) (28,520) 14,861 (1,216,268) (203,159) 76,549 2,383 (29,930) 54,137 (3,619) (1,319,907) (226,431) 214,218 3,491 (25,917) (8,240) (1,362,786)

(1,300,266) (212,737) 149,141 23 (31,874) 13,989 (1,381,724) (228,692) 91,037 (729) (34,328) 64,163 (4,375) (1,494,648) (254,423) 217,425 8,886 (30,153) (8,785) (1,561,698)

105

(Thousands of euros) Impairment At January 1, 2008 Charge Other movements Translation differences At December 31, 2008 Charge Utilized Other movements Translation differences At December 31, 2009 Charge Utilized Other movements Translation differences At December 31, 2010 Carrying amount At December 31, 2008 At December 31, 2009 At December 31, 2010 Change in 2010 Change in 2009

Land

Buildings

Plant, machinery and other assets (17,660) (6,079) 626 (551) (23,664) 1,193 434 142 (21,895) (4,470) 2,873 (331) (2) (23,825)

Total

(8,743) (8,743) (8,743) (5,690) (21) (14,454)

(26,403) (6,079) 626 (551) (32,407) 1,193 434 142 (30,638) (10,160) 2,873 (331) (23) (38,279)

176,256 180,076 184,017 2% 2%

496,943 533,251 547,579 3% 7%

953,059 918,888 865,825 -6% -4%

1,626,258 1,632,215 1,597,421 -2% 0%

As of December 31, 2010, there were no major mortgages or encumbrances on the DIA Groups owned property, plant and equipment except for the amount of the Twins Alimentacin S.L. warehouse in Seville, which was subject to a first lien mortgage amounting to 9,197 thousand euros in guarantee of a Group bank loan and subsequent extension. The first tranche falls due in 2013 (balance of 2,472 thousand euros at December 31, 2010) and the second (extension; balance of 6,725 thousand euros at December 31, 2010) in 2019. The cost of fully depreciated items of property, plant, and equipment in use at December 31 is as follows:
(Thousands of euros) Buildings Plant, machinery and other assets Fully depreciated items of property, plant and equipment 2010 14,653 646,030 660,683 2009 8,569 623,230 631,799 2008 9,066 541,724 550,790

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In addition, at December 31, 2010, the DIA Group had acquired the following items of property, plant and equipment under finance leases with purchase options, which are included in the balances and movements in the table at the beginning of this section:
(Thousands of euros) Land Buildings Plant, machinery and other assets Total Cost 22,942 39,476 11,602 74,020 2010 Accumulated depreciation (15,280) (11,110) (26,390) Cost 22,942 39,476 11,012 73,430 2009 Accumulated depreciation (16,435) (10,387) (26,822) Cost 22,942 42,289 12,751 77,982 2008 Accumulated depreciation (18,546) (12,619) (31,165)

Following is a qualitative description of the main assets comprising the DIA Groups property, plant and equipment. The most significant additions and disposals are described in section 5.2 of this Registration Document. Land and buildings This item mainly includes stores, warehouses and offices. The following tables present the DIA Groups owned or leased (finance or operating) stores, warehouses and offices by segment: The table considers (for 2010, 2009 and 2008): stores managed under the "CO-CO" and "CO-FO" models and excludes those managed under the "FO-FO" model; and stores operated under an operating lease include those built by the DIA Group over surface rights.

Therefore, Buildings relates to owned stores and those operated under finance lease and also to those under operating lease where surface rights are included, which represent approximately 10% of all stores under operating lease.
2010 Stores under operating lease Owned stores Stores under finance lease Total stores Warehouses under operating lease Owned warehouses Warehouses under finance lease Total warehouses (*) Offices under operating lease Owned offices Offices under finance lease Total offices Total Iberia 2,308 135 17 2,460 15 7 22 7 7 2,489 France 691 191 882 6 3 1 10 1 1 2 894 Emerging Countries 1,453 146 1,599 10 2 12 9 9 1,620 Total 4,452 472 17 4,941 31 12 1 44 17 1 18 5,003

107

2009 Stores under operating lease Owned stores Stores under finance lease Total stores Warehouses under operating lease Owned warehouses Warehouses under finance lease Total warehouses (*) Offices under operating lease Total offices Total 2008 Stores under operating lease Owned stores Stores under finance lease Total stores Warehouses under operating lease Owned warehouses Warehouses under finance lease Total warehouses (*) Offices under operating lease Owned offices Offices under finance lease Total offices Total (*) Warehouses include distribution platforms.

Iberia 2,301 125 27 2,453 16 7 23 7 7 2,483 Iberia 2,180 118 38 2,336 17 7 24 7 7 2,367

France 682 195 2 879 6 3 1 10 889 France 664 198 4 866 6 3 1 10 876

Emerging Countries 1,305 146 1,451 9 2 11 9 9 1,471 Emerging Countries 1,256 136 1,392 8 2 10 9 9 1,411

Total 4,288 466 29 4,783 31 12 1 44 16 16 4,843 Total 4,100 452 42 4,594 31 12 1 44 16 16 4,654

At December 31, 2010, over 90% of the stores were leased under operating leases. Occasionally, sale and lease-back arrangements are entered into for some warehouses and DIA stores, although this is not customary practice for the Group, which is committed to leasing warehouses and stores under operating leases.

108

Owned land and buildings

Additions in 2010, 2009 and 2008 relate mainly to new store openings, and to store enlargements, upgrades and refurbishments to adapt them to the new DIA Maxi and DIA Market brands. In 2008, the Group disposed of three warehouses, one each in San Antonio (Tarragona), Mallen (Zaragoza) and Orihuela (Alicante), generating capital gains of 20,652 thousand euros recognized in Gains (losses) on disposal of assets in the consolidated income statement. Other disposals in the three years also include mainly items replaced for these improvements and store closures. Transfers to assets classified as held for sale in 2009 relates to the reclassification of DIA Hellas A.E.s assets to "Non-current assets held for sale" in the consolidated statements of financial position following the removal from the consolidation scope of this company, which was sold to the Carrefour group in 2010. In 2010, the DIA Group recognized an impairment loss on its assets, writing them down to fair value. Noteworthy was the impairment in Spain, with an impact of 3,571 thousand euros recognized in Depreciation, amortization and impairment in the consolidated income statement. At December 31, 2009, asset impairment related mainly to France. Land and buildings under finance lease

As indicated in the table at the beginning of this section, the DIA Group has certain assets held under finance leases. These assets relate to certain stores where the DIA Group carries out its core business. Individually, none is of a significant amount. There were no significant additions of property, plant and equipment acquired under finance leases in 2010, 2009 and 2008. Disposals in 2009 relate to similar arrangements that expired in France. Interest paid on finance leases in 2010 amounted to 735 thousand euros (2009: 1,148 thousand euros, 2008: 1,811 thousand euros).

109

Future minimum lease payments under finance leases, together with the present value of these payments, are as follows:
2010 Minimum Present payments value of payments 1,854 1,788 545 525 2,399 2,313 (1,854) 545 (1,788) 525 2009 Minimum Present payments value of payments 4,373 4,056 2,103 2,016 6,476 6,072 (4,373) 2,103 (4,056) 2,016 2008 Minimum Present payments value of payments 4,211 3,364 5,422 5,128 158 154 9,791 8,646 (4,211) 5,580 (3,364) 5,282

(Thousands of euros)

Within one year Between two and five years More than 5 years Total minimum payments and present values Less current portion Total non-current

The present value of the future minimum lease payments is recognized in current and non-current borrowings. The reconciliation between the future minimum lease payments and the present value of these payments -the preceding table includes the value of the purchase option in the minimum payment- is as follows:
(Thousands of euros) Future minimum payments Purchase option Unaccrued finance charges Present value of payments 2010 2,194 205 (86) 2,313 2009 6,195 281 (404) 6,072 2008 9,404 387 (1,145) 8,646

110

Land and buildings under operating lease

The tables at the beginning of this section show the stores, warehouses and offices under operating leases. As explained in section 5.1 of this Registration Document, the Groups registered office is located in Madrid, where the headquarters of all its services (e.g. central corporate, commercial, IT and marketing) are located. This office is leased under an operating lease. The operating leases for warehouses (excluding stores given their large number, the average low rent per store and the limited concentration of agreement with the same lessee) are shown in the following table:
Warehouse Getafe Mejorada del Campo Tarragona Villanubla Sabadell San Antonio Malln Orihuela Miranda de Ebro Manises Albufeira Maia Ourique Loures Torres Novas Le Plessis Saint Quentin Dambach Macon Boisseron/Lunel Louviers Country Spain Spain Spain Spain Spain Spain Spain Spain Spain Spain Portugal Portugal Portugal Portugal Portugal France France France France France France Mandatory minimum term (*) To 2017 To 2018 To 2018 To 2019 To 2022 To 2023 To 2023 To 2023 To 2016 To 2012 To 2011 To 2011 To 2011 To 2011 To 2015 To 2015 To 2020 To 2019 To 2015 To 2016 To 2021 Expiry of lease (**) To 2017 To 2018 To 2018 To 2019 To 2022 To 2023 To 2023 To 2023 To 2034 To 2029 To 2011 To 2011 To 2014 To 2014 To 2038 To 2015 To 2020 To 2019 To 2015 To 2016 To 2021 To 2017 To 2014 To 2026 To 2015 To 2017 To 2012 To 2015 To 2013 To 2025 To 2015

I B E R I A

F R A N C E E M E R G I N G

Gebze Turkey To 2011 Esenyurt Turkey To 2011 Izmir Turkey To 2013 Adana Turkey To 2015 Fengshujinda China To 2014 Taipingyang China To 2012 Anhanghera Brazil To 2011 Guarulhos Brazil To 2011 Americana Brazil To 2015 Campana Argentina To 2012 (*) Minimum mandatory lease period required by the lessor of the DIA Group. (**) The date until which the DIA Group is entitled to continue leasing the warehouses.

111

Despite the expiry dates of the leases, the DIA Group intends to renew those operating leases (stores, warehouses and offices) as required based on the needs of the business. Specifically, it intends to renew the leases expiring in 2011 shown in the preceding table. Some warehouses shown in the preceding table were previously owned, then sold and leased back. In accordance with prevailing regulations, the lease terms allow them to be classified as operating leases. In 2010, 2009 and 2008, the DIA Group, as sublessor, entered into certain property leases. Income from subleases payments comprises: amounts received from the concessionaires to carry out their business in CO-CO stores, enhancing the Groups commercial offering for its customers; and amounts received from the sublease to franchises (CO-FO).

The amount of operating lease payments is recognized in Operating expenses in the consolidated income statement, while income from sublease payments is recognized in Other income in the consolidated income statement. These amounts are as follows:
(Thousands of euros) Operating lease payments Sublease payments Total 2010 (282,178) 28,825 (253,353) 2009 (269,674) 23,077 (246,597) 2008 (258,030) 25,102 (232,928)

In the event of early cancellation of all the leases (stores, warehouses and offices), based on the contractual mandatory lease periods, at the end of each year the DIA Group would have to make the following payments:
(Thousands of euros) Within one year After one year but not more than five years More than 5 years Total 2010 160,592 190,701 162,365 513,658 2009 148,219 235,905 203,798 587,922 2008 156,680 206,216 184,430 547,326

112

Plant, machinery and other assets This heading includes mainly work performed at stores and warehouses, and store furniture and fittings (mainly refrigeration units, shelves and POS). Also included is the investment in certain power plants, which were partly financed with grants given by Spanish public energy bodies to promote energy saving at businesses and warehouses, for 532 thousand euros in 2010 (2009: 713 thousand euros, 2008: 503 thousand euros). As with land and buildings, additions in 2010, 2009 and 2008 relate mainly to new store openings, and to store enlargement, upgrades and refurbishments to adapt them to the new DIA Maxi and DIA Market brands. Disposals" amounted to 251,861 thousand euros in 2010, 96,516 thousand euros in 2009 and 154,261 thousand euros in 2008. These mainly related to items replaced for the store enlargements, upgrades and refurbishments to adapt them to the new DIA Maxi and DIA Market brands and transformations of ED to DIA stores in France (mostly in 2010). Transfers to assets classified as held for sale in 2009 relates to the reclassification of DIA Hellas A.E.s plant, machinery and other assets to "Noncurrent assets held for sale" following the removal from the consolidation scope of this company, which was sold to the Carrefour group in 2010, as indicated previously. In 2010, the Group reestimated the useful life of assets in France related to stores involved in the transformation from the ED to the DIA format, leading to an increase in depreciation of 16,000 thousand euros (see section 20.1.2 of this Registration Document). In 2010, the DIA Group recognized an impairment loss on its assets, writing them down to fair value. Noteworthy was the impairment in Spain, with an impact of 3,633 thousand euros recognized in Depreciation, amortization and impairment in the consolidated income statement. At December 31, 2009, asset impairment related mainly to France.

113

Insurance coverage The DIA Groups policy is to mitigate potential operational risk by taking out insurance coverage when deemed necessary. The insurance policies generally cover physical damage to own or third-party assets, lost earnings caused by this damage, potential personal injury and moral damages caused by third parties. Bearing in mind the risks inherent in its business, the DIA Group considers that it has appropriate insurance coverage at December 31, 2010 for the potential risks to which its property, plant and equipment are exposed. The DIA Group spent 4,070 thousand euros on insurance premiums in the year ended December 31, 2010 related to its items of property, plant and equipment (this amount includes insurance premiums on stores in France covering the buildings, stocks and potential operating losses in the event of an accident or disaster). The premiums paid in 2009 and 2008 were 4,451 thousand euros and 4,404 thousand euros, respectively. The total amount insured at December 31, 2010 for all countries except France was 825,571 thousand euros. In France, warehouses were insured at that date for 77,929 thousand euros, and stores and offices for a total of 623,206m. Note that, to cover risks related to items of property, plant and equipment the DIA Group has historically benefited from a Carrefour Group insurance policy. The DIA Group's departure from the Carrefour group will not affect the terms of coverage of these insurance policies, although the related costs are likely to increase. The DIA Group is currently negotiating insurance policies without the umbrella coverage of the Carrefour Group, since the terms agreed for this group will be rendered without effect from July 2011. The estimated impact is an increase in the cost of insurance premiums of less than 20%. 8.2 Description of any environmental issues that may affect the issuer's utilization of the tangible fixed assets. Given the DIA Groups activities, it has no environmental liabilities, expenses, assets, provisions or contingencies that could have a significant effect on its equity, financial position and results of operations.

114

9. 9.1

OPERATING AND FINANCIAL ANALYSIS Financial condition For further details, see sections 10 and 20 of this Registration Document.

9.2 9.2.1

Operating profit Information regarding significant factors, including unusual or infrequent events or new developments, materially affecting the issuers income from operations, indicating the extent to which income was so affected. Sections I and II.6 of this Registration Document provide detailed information regarding the factors affecting DIA Groups results. Following is the financial information for the years ended December 31, 2010, 2009 and 2008. Information for the three months ended March 31, 2011 and 2010 is provided in section 20.6 of this Registration Document.

9.2.2

Where the financial statements disclose material changes in net sales or revenues, provide a narrative discussion of the reasons for such changes. Introduction to the variables used by management to analyze the business. As indicated previously, for internal management purposes, the Group is organized into geographical business units based on the countries where it operates. It has three reportable segments, as follows: o o o Segment 1: Iberia (Spain and Portugal) Segment 2: France Segment 3: Emerging Countries (Turkey, Brazil, Argentina and China)

Management monitors the operating results of each business unit separately for the purpose of making decisions about resource allocation and performance assessment.

115

Performance of key consolidated financial and operating data Trends in the main items comprising DIA Groups operating profit (loss) in the years ended December 31, 2010, 2009 and 2008 are as follows:
(Thousands of euros) CO-CO sales Sales to franchises Sales of goods Other income Revenue EBITDA Depreciation and amortization, and impairment Gains (losses) on disposal of assets Operating profit EBITDA Other restructuring costs and income Depreciation of logistics costs included in cost of sales Adjusted EBITDA cash 2010 7,868,105 1,719,940 9,588,045 84,951 9,672,996 448,275 (269,873) (40,359) 138,043 448,275 28,379 30,448 507,102 2009 7,979,548 1,247,081 9,226,629 66,145 9,292,774 417,330 (233,644) (8,248) 175,438 417,330 (11,480) 29,362 435,212 2008 8,085,211 1,154,624 9,239,835 64,439 9,304,274 355,699 (224,520) 12,305 143,484 355,699 55,110 26,635 437,444 Var 10/09 -1.4% 37.9% 3.9% 28.4% 4.1% 7.4% 15.5% N/A -21.3% 7.4% N/A 3.7% 16.5% Var 09/08 -1.3% 8.0% -0.1% 2.6% -0.1% 17.3% 4.1% N/A 22.3% 17.3% N/A 10.2% -0.5%

CO-CO sales including VAT Sales to franchises including VAT Sales including VAT VAT rate (average)

8,646,180 1,885,285 10,531,465 9.8%

8,736,407 1,361,921 10,098,328 9.4%

8,862,927 1,263,824 10,126,751 9.6%

-1.0% 38.4% 4.3% 0.4

-1.4% 7.8% -0.3% -0.2

Information not included in the audited financial statements.

116

I. IBERIA: Spain and Portugal The following table shows the changes in the main items comprising operating profit (loss) in the years ended December 31, 2010, 2009 and 2008:
(Thousands of euros) CO-CO sales Sales to franchises Sales of goods Other income Revenue EBITDA Depreciation and amortization, and impairment Gains (losses) on disposal of assets Operating profit EBITDA Other restructuring costs and income Depreciation of logistics costs included in cost of sales Adjusted EBITDA cash 2010 3,949,389 988,650 4,938,039 47,203 4,985,242 333,323 (152,045) (12,773) 168,505 333,323 25,324 16,279 374,926 2009 4,096,088 846,752 4,942,840 37,704 4,980,544 321,942 (141,527) (7,832) 172,583 321,942 (12,957) 16,349 325,334 2008 4,172,914 852,931 5,025,845 39,439 5,065,284 271,375 (126,902) 14,126 158,599 271,375 33,466 13,748 318,589 Var 10/09 -3.6% 16.8% -0.1% 25.2% 0.1% 3.5% 7.4% 63.1% -2.4% 3.5% N/A -0.4% 15.2% Var 09/08 -1.8% -0.7% -1.7% -4.4% -1.7% 18.6% 11.5% N/A 8.8% 18.6% N/A 18.9% 2.1%

CO-CO sales including VAT Sales to franchises including VAT Sales including VAT VAT rate (average)

4,305,019 1,081,301 5,386,320 9.1%

4,444,905 924,128 5,369,034 8.6%

4,527,049 928,758 5,455,808 8.6%

-3.1% 17.0% 0.3% 0.5

-1.8% -0.5% -1.6% -

Information not included in the audited financial statements.

Sales of goods: sales amounted to 4,938,039 thousand, 4,942,840 thousand and 5,025,845 thousand euros in 2010, 2009 and 2008, respectively, representing decreases of 0.1% in 2010 and 1.7% in 2009. The financial crisis had a severe impact on both Spains and Portugals economies in 2009, leading to a strong increase in unemployment and a decrease in domestic consumption. This drove a shift in customer behavior, seen in purchases of cheaper products. As a result, sales prices to customers declined sharply in 2010, especially in the first half of the year. Changes in average selling prices had an estimated negative impact on sales of 0.7% and 3.0% in 2010 and 2009, respectively. This indicates that, approximately, volumes had positive impacts on sales of 0.6% and 1.3%, respectively, in the two years.

117

Volumes in 2010 increased by approximately 0.6%, driven by: (i) the continuation of the store transformation program (167 CO-CO stores), and (ii) the opening of 25 new CO-CO stores and 60 franchises (55 FO-FO and 5 CO-CO stores), offsetting the negative effect of 21 CO-CO store and 98 franchise (97 FO-FO) closures. Volume sales increased by approximately 1.3% in 2009 compared to the previous year, above the growth in 2010, due to: (i) the number of store transformations (451 CO-CO stores), and (ii) the number of openings; 32 new CO-CO stores and 92 franchises (86 FO-FO and 6 CO-FO stores), offsetting the negative effect of 17 CO-CO store and 62 franchise (60 FO-FO) closures. The transformation program entails adapt stores to the new DIA Market and DIA Maxi formats (stores in Portugal are called Minpreo, but they have the same format as "DIA Market" and "DIA Maxi" in Spain). In 2010, 186 CO-CO stores (55 in 2009) were transferred, mainly to CO-FO stores. There were no transfers in 2008. Transfers led to a 16.8% increase in sales to franchises in 2010 compared to 2009.
6.000.000 5.000.000

4.000.000
000

3.000.000 2.000.000 1.000.000 0 2008 Ventas "CO-CO" 2009 Ventas a franquicias 2010

The mere transfer from CO-CO stores to franchises (mainly CO-FO stores) results in lower sales, since the selling prices the Group charges to franchises are lower than CO-CO store retail prices. However, as explained below, this also leads to higher margins for the Group. Other income: other income soared 25.2% to 47,203 thousand euros in 2010 from 37,704 thousand euros in 2009. This sharp increase was largely driven by the invoicing of rental costs of CO-CO stores transferred to franchises, which grew considerably compared to 2009. This item also includes fines imposed on suppliers from DIA's rejection of products when they fail to meet the Groups quality standards or due to delays in delivery as contractually agreed. Other income decreased by 4.4% to 37,704 thousand euros in 2009 from 39,439 thousand euros in 2008. The fall was due to lower income from subleases, which round out the CO-CO stores commercial offers.

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The strategy entailed ceasing the sublease of spaces and using them to display and sell DIA products in CO-CO stores. EBITDA: EBITDA rose 3.5% to 333,323 thousands euros in 2010 from 321,942 thousand euros in 2009. The EBITDA margin increased by 0.3 percentage points (pp) from 6.5% in 2009 to 6.8% in 2010. The main drivers of the increase in margins were: (i) (ii) Increase in other income: of 25.2%, and 0.2pp as a percentage of sales. decrease in cost of sales of 0.6% (0.4pp of sales) due to the control of merchandise purchases thanks to skilled management and bargaining power, with a focus on adapting to new selling prices. This was partly offset by: (iii) increase in operating expenses of 1.9% (0.3pp reduction as a percentage of sales). In order to cope with the economic downturn and a likely drop in sales, the DIA Group embarked on a cost-cutting plan at the end of 2009, mostly in Spain, in an attempt to maintain, if not boost, the company's profitability. The start-up and implementation cost of this plan was 25,324 thousand euros. Stripping out the impact of this plan, the operating expenses/sales ratio would have improved by 0.5pp thanks to a positive performance by personnel expenses (improvement of 0.4pp). This plan entailed a number of initiatives: (i) the transfer of 186 COCO stores to franchises (185 CO-FO stores), (ii) the reorganization of work duties and warehouses to raise efficiency and productivity these two initiatives had the greatest impact on personnel expenses- and (iii) the relocation of the head office from the financial center in Madrid (the AZCA complex) to a new, modern building on the city outskirts (Las Rozas de Madrid).

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The following chart shows the performance of EBITDA margins in 2009 and 2010 due to changes in the main income statement items.
8,0% 6,0% 6,5% 0,2% 0,4%

0,5%

-0,8%

6,8%

4,0%
2,0% 0,0%

EBITDA S/Ventas 2009

Consumo de mercaderas y otros consumibles s/ventas

Otros Ingresos s/ventas

(*)

Operating expenses are shown excluding other restructuring costs and income.

As indicated previously, EBITDA rose 18.6% to 321,942 thousands euros in 2009 from 271,375 thousand euros in 2008, raising the EBITDA margin by 1.1pp, to 6.5% from 5.4%. The Iberia segments margin improvement was mainly due to: (i) reduction in cost of sales of 3.0% (1.1pp as a percentage of sales), the reasons indicated above. stability due to the net impact of operating expenses on sales, despite a 2.0% absolute fall. In 2008, the Group recognized an expense of 33,466 thousand euros for costs related to the closure of the Plus stores acquired in Spain in December 2007. In 2009, an unused provision from prior years of 12,957 thousand euros was reversed, as the costs provisioned were lower than expected. Excluding the impact of this expense and the reversal on operating expenses, the operating expenses/sales ratio would have improved by 0.9pp -the item showing the largest increase was personnel expenses-. With operating expenses rising, the Group decided towards the end of 2009 to undertake the cost-cutting plan explained above. As part of this plan, the number of CO-CO stores that became franchises (55 stores) increased gradually throughout the year. Noteworthy were the major commercial efforts made by the Group to sustain sales. Spending on advertising and marketing increased by 16% in 2009, before leveling off in 2010.

(ii)

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Otros gastos e ingresos por reestructuracin s/ventas

EBITDA S/Ventas 2010

Gastos de explotacin s/ventas (*)

The following chart shows the performance of EBITDA margins in 2008 and 2009 due to changes in the main income statement items.
7,5% 6,0% 4,5% 3,0% 5,4% 1,1% -0,9% 0,9% 6,5%

1,5%

EBITDA S/Ventas 2008

Consumo de mercaderas y otros consumibles s/ventas

(*) Operating expenses are shown excluding other restructuring costs and income.

Depreciation, amortization, and impairment: in 2010, an impairment loss attributable to Spain of 7,494 thousand euros was recognized on stores, with no additional impairment in 2009 or 2008. Depreciation and amortization amounted to 144,551 thousand, 141,527 thousand and 126,902 thousand euros in 2010, 2009 and 2008, respectively, with increases of 2.1 and 11.5% in 2010 and 2009, respectively. The increase in depreciation and amortization was mainly the result of investments made to turn stores into the "DIA Market" and "DIA Maxi" formats (451 stores in 2009). Gains (losses) on disposal of assets: this item includes the capital gains or losses recognized mainly on the transformation of stores to the new DIA Maxi and DIA Market formats and store closures. In addition, the Group obtained a gain on the sale and lease-back of warehouses in Spain in 2008 amounting to 20,652 thousand euros. Operating profit (loss): operating profit for the Iberia segment amounted to 168,505 thousand, 172,583 thousand and 158,599 thousand euros in 2010, 2009 and 2008, respectively, with a decrease of 2.4% in 2010 and an increase of 8.8% in 2009. The operating margins were 3.4%, 3.5% and 3.2% in 2010, 2009 and 2008, respectively. The differences in margins between components of the Iberia segment were not significant. However, Portugal has the highest margins (both EBITDA and operating) within the DIA Group.

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Otros gastos e ingresos por reestructuracin s/ventas

EBITDA S/Ventas 2009

Gastos de explotacin s/ventas (*)

0,0%

II. FRANCE The following table shows the changes in the main items comprising operating profit (loss) in the years ended December 31, 2010, 2009 and 2008:
(Thousands of euros) CO-CO sales Sales to franchises Sales of goods Other income Revenue EBITDA Depreciation and amortization, and impairment Gains (losses) on disposal of assets Operating profit EBITDA Other restructuring costs and income Depreciation of logistics costs included in cost of sales Adjusted EBITDA cash 2010 2,209,935 308,535 2,518,470 22,606 2,541,076 86,843 (90,355) (24,650) (28,162) 86,843 3,055 6,419 96,317 2009 2,471,411 205,566 2,676,977 19,690 2,696,667 86,133 (72,887) 1,445 14,691 86,133 1,477 7,386 94,996 2008 2,658,186 159,931 2,818,117 17,791 2,835,908 83,976 (81,158) (507) 2,311 83,976 21,644 7,404 113,024 Var 10/09 -10.6% 50.1% -5.9% 14.8% -5.8% 0.8% 24.0% N/A N/A 0.8% N/A -13.1% 1.4% Var 09/08 -7.0% 28.5% -5.0% 10.7% -4.9% 2.6% -10.2% N/A N/A 2.6% -93.2% -0.2% -16.0%

CO-CO sales including VAT Sales to franchises including VAT Sales including VAT VAT rate (average)

2,400,929 335,099 2,736,028 8.6%

2,686,932 221,738 2,908,669 8.7%

2,880,662 173,333 3,053,995 8.4%

-10.6% 51.1% -5.9% -0.1

-6.7% 27.9% -4.8% 0.3

Information not included in the audited financial statements.

Sales of goods: sales in this segment amounted to 2,518,470 thousand, 2,676,977 thousand and 2,818,117 thousand euros in 2010, 2009 and 2008, respectively, representing decreases of 5.9% in 2010 and 5.0% in 2009 from the previous year. The impact on sales of changes in average selling prices was 3.1% and 0.6% in 2010 and 2009, respectively. This relates mainly to the sale of products with a higher average selling price. Meanwhile, volume sales had an approximate negative impact on sales of 9.0% and 5.6%, respectively in the two years. Sales volumes were undermined by fierce competition in the French retail industry, with all rivals carrying out major promotions to stir up sluggish consumption and attract customers. Against this backdrop, at the beginning of 2009 the Group decided to carry out a pilot test and turn certain ED stores into the new DIA formats. The positive results of the test led to the decision to turn all ED stores (including CO-FO and FO-FO franchises) into DIA stores, as part of a three-year plan ending in 2012.

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In 2010, 203 CO-CO stores in the ED format were turned into DIA stores, while in 2009 the first 26 CO-CO stores were transformed. In addition, 26 new DIA new stores opened in 2010, including both CO-CO stores (17) and franchises (9). In 2009, 25 new CO-CO stores and 8 franchises were opened. However, 15 and 9 CO-CO stores were closed in 2010 and 2009, respectively, along with 3 and 10 franchises (FO-FO), respectively. This implied that there were more than 300 DIA stores (including franchises) at the end of 2010, roughly a third of all the stores in France. Since the transformation affected a large number of stores, the negative impact on sales in 2010 is estimated at approximately 53 million euros, related to the temporary closure of the stores being transformed into DIA the closure period is between four and eight weeks. This was equivalent to an approximately 2.5% decline in same-store sales for CO-CO stores more than a year old. In addition, the ClubDIA loyalty card (valid at ED and DIA stores) was launched during the summer of 2010, providing customers with larger discounts and special offers with the aim of making stores more competitive and attract customers. Nonetheless, the launch of the loyalty card, the positive sales performance at stores transformed into DIA stores and the opening of new CO-CO stores and franchises were not enough to make up for poor sales at ED stores and the impact of the economic downturn. In addition, there was the impact of transfers on franchise sales more than 70 stores were transferred in 2010 (more than 20 in 2009)- which undermine total sales, as noted in the section on the Iberia segment. Other income: other income amounted to 22,606 thousand, 19,690 thousand and 17,791 thousand euros in 2010, 2009 and 2008, respectively, representing sharp increases of 14.8% in 2010 and 10.7% in 2009. Growth was driven above all by re-invoicing of rental costs of CO-CO stores transferred to franchisees and royalties charged to franchises in general, with France the only country where a royalty is charged to franchises. EBITDA: EBITDA increased by 0.8% to 86,843 thousand euros in 2010 from 86,133 thousand euros in 2009, raising the EBITDA margin by 0.2pp to 3.4% in 2010 from 3.2% in 2009. The France segments margin improvement was mainly due to: (i) (ii) the increase in other income (0.1pp as a percentage of sales) mainly due to the transfer to franchises. a 6.7% reduction in cost of sales (0.7pp as a percentage of sales). While part of the cost reduction is attributable to lower volumes, the increase in margins reflects the Groups skilled management and bargaining power, as with the Iberia segment.

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These positive effects were counterbalanced to some extent by: (iii) increase in operating expenses of 0.6pp as a percentage of sales despite the absolute 2.9% decline. As in Spain, the DIA Group initiated a cost-cutting plan in France at the end of 2009 designed to at least sustain margins. This plan included a number of initiatives, such as the transfer of CO-CO stores to franchises and the reorganization of work duties at stores and warehouses to make the company more efficient and productive. Personnel expenses was the item that benefited most from the transfers to franchises. The reclassification of a tax (the Cotisation sur la Valeur Ajoute des Enterprises or business contribution on added value, BCAV) from Taxes other than income tax this tax was recognized in this item in 2009- to Income tax expense amounting to 7,300 thousand euros in 2010. The following chart shows the performance of EBITDA margins in 2009 and 2010 due to changes in the main income statement items.
5,0% 4,0% 3,0% 2,0% 3,2% 0,1% 0,7% -0,5% -0,1% 3,4%

1,0%

EBITDA S/Ventas 2009

Consumo de mercaderas y otros consumibles s/ventas

Otros Ingresos s/ventas

(*) Operating expenses are shown excluding other restructuring costs and income.

EBITDA increased by 2.6% to 86,133 thousand euros in 2009 from 83,976 thousand euros in 2008, raising the EBITDA margin by 0.2pp to 3.2% in 2009 from 3.0% in 2008. Margin growth was mainly the result of: (i) (ii) an increase in other income (0.1pp as a percentage of sales) a 5.3% reduction in cost of sales (0.2pp as a percentage of sales), for the same reasons explained above.

124

Otros gastos e ingresos por reestructuracin s/ventas

EBITDA S/Ventas 2010

Gastos de explotacin s/ventas (*)

0,0%

This was partly offset by: (iii) a 4.5% decrease in operating expenses in absolute terms, but a 0.1pp increase as a percentage of sales. Although the conversion of CO-CO stores to franchises had a significant impact on personnel expenses and resulted in a saving, the positive effects were offset by the increase in rental costs of approximately 7,300 thousand euros due to the uptick in the construction price index in 2008 and 2009 -most rental contracts in France are linked to this index. In addition, the Group recognized an expense in 2008 of 21,644 thousand euros mostly in relation to a provision for payment in a lawsuit regarding the calculation of VAT in France compared to a restructuring charge in 2009 of 1,477 thousand euros. Stripping out the impact of the restructuring costs, operating expenses would have decreased in absolute terms by 0.5%. In terms of sales, the impact would have been 0.8pp. The following chart shows the performance of EBITDA margins in 2008 and 2009 due to changes in the main income statement items.
4,0% 3,0% 3,0% 0,1% 0,2% -0,8% 0,7% 3,2%

2,0%
1,0% 0,0%

EBITDA S/Ventas 2008

Consumo de mercaderas y otros consumibles s/ventas

Otros Ingresos s/ventas

(*) Operating expenses are shown excluding other restructuring costs and income.

Depreciation and amortization, and impairment: the depreciation and amortization expense increased by 25.4% to 92,509 thousand euros in 2010 from 73,761 thousand euros in 2009. The charge in 2010 includes the reestimation of the useful life of assets of ED store transformed to DIA stores, with an impact of 16,000 thousand euros. Excluding the impact of this reestimation, depreciation and amortization would have increased by 3.7% in the year due to the major investment effort made to speed up the transformation of stores to the new "DIA Market" and "DIA Maxi" formats, as explained in the section on sales. This item also includes income of 2,154 thousand and 874 thousand euros in 2010 and 2009, respectively, from the reversal of impairment losses recognized

125

Otros gastos e ingresos por reestructuracin s/ventas

EBITDA S/Ventas 2009

Gastos de explotacin s/ventas (*)

for stores closed during the year. In 2008, an impairment loss of 6,304 thousand euros was recognized. Gains (losses) on disposal of assets: as indicated previously, this item includes mainly gains and losses on store closures and transformations. The Group recognized a net loss of 24,650 thousand euros in 2010 (507 thousand euros in 2008) compared to a gain of 1,445 thousand euros in 2009 due to the transformation of 225 ED stores to the DIA format (CO-CO stores and franchises). The gain of 1,445 thousand euros was recognized in 2009, compared to a loss of 507 thousand euros in 2008. Income in 2009 derived from the sale of a warehouse, which generated a gain of 5,709 thousand euros, although this was partially offset by the losses derived from the launch of the store transformation program to the DIA format and store closures. Operating profit (loss): operating loss amounted to 28,162 thousand euros in 2010, compared to operating profit of 14,691 thousand in 2009 and 2,311 thousand euros in 2008. Operating margins were -1.1%, 0.5% and 0.1% in 2010, 2009 and 2008, respectively. The improved EBITDA margin in 2010 was offset by an increase in depreciation and amortization and capital losses on the transformation of ED stores to DIA stores.

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III. EMERGING COUNTRIES: Turkey, Argentina, Brazil and China The following table shows the changes in the main items comprising operating profit (loss) for the Emerging Countries segment, which is made up of Argentina, Brazil, Turkey and China, in the years ended December 31, 2010, 2009 and 2008:
(Thousands of euros) CO-CO sales Sales to franchises Sales of goods Other income Revenue EBITDA Depreciation and amortization, and impairment Gains (losses) on disposal of assets Operating profit EBITDA Depreciation of logistics costs included in cost of sales Adjusted EBITDA cash 2010 1,708,781 422,755 2,131,536 15,142 2,146,678 28,109 (27,473) (2,936) (2,299) 28,109 7,750 35,859 2009 1,412,049 194,763 1,606,812 8,751 1,615,563 9,255 (19,230) (1,861) (11,836) 9,255 5,627 14,882 2008 1,254,112 141,761 1,395,873 7,209 1,403,082 348 (16,460) (1,314) (17,425) 348 5,483 5,831 Var 10/09 21.0% N/A 32.7% 73.0% 32.9% N/A 42.9% 57.7% -80.6% N/A 37.7% N/A Var 09/08 12.6% 37.4% 15.1% 21.4% 15.1% N/A 16.8% 41.6% -32.1% N/A 2.6% N/A

CO-CO sales including VAT Sales to franchises including VAT Sales including VAT VAT rate (average)

1,940,232 468,885 2,409,117 13.0%

1,604,570 216,055 1,820,625 13.3%

1,455,216 161,733 1,616,949 15.8%

20.9% N/A 32.3% -0.3

10.3% 33.6% 12.6% -2.5

Information not included in the audited financial statements.

Sales of goods: sales in this segment amounted to 2,131,536 thousand, 1,606,812 thousand and 1,395,873 thousand euros in 2010, 2009 and 2008, respectively, with strong increases of 32.7% in 2010 and 15.1% in 2009. Excluding the impact of fluctuations in exchange rates, the increases would have been 20.4% in 2010 (22.5% in 2009); i.e. the exchange-rate effect in 2010 was a positive 12.3pp (negative 7.4pp in 2009). Changes in average selling prices had an estimated impact on sales of 9.9% and 7.1% in 2010 and 2009, respectively. The main reason for the change in average selling prices was inflation in these countries. This indicates that volume sales, assuming constant exchange rates, had positive impacts on sales of approximately 10.5% and 15.4%, respectively in the two years. Growth in sales in this segment was sustained in all countries, thanks to the positive sales performances of CO-CO stores opened for more than a year (increases of 13.4% and 14.0% in sales including VAT in 2010 and 2009, respectively). Also driving sales were store openings in the year (201 CO-CO stores and 240 franchises in 2010, and 105 and 160, respectively, 2009). All the franchises opened were FO-FO stores except for two CO-FO stores in 2009. This offset the negative impact of stores closures, 31 and 44 CO-CO stores and 105 and 66 franchises (83 and 62 FO-FO stores) in 2010 and 2009, respectively.

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The DIA Group is expanding its operations in these countries, which explains the large number of new stores in the year. The following chart presents sales performance by country in Segment 3:
2.500.000 2.000.000

Miles de euros

1.500.000

1.000.000 500.000
0 2008 Argentina Brasil 2009 Turqua China 2010

Other income: other income amounted to 15,142 thousand, 8,751 thousand and 7,209 thousand euros in 2010, 2009 and 2008, respectively. This represented increases of 73.0% and 21.4% in 2010 and 2009, respectively. These increases were driven by both the re-invoicing of rental costs of CO-CO stores transferred to CO-FO franchises (81 stores in 2010 and 67 in 2009) and fines imposed on suppliers for deficient quality. As explained previously, these fines entail economic compensation by suppliers for DIAs rejection of products that fail to meet its quality standards or due to delays in the stipulated delivery periods in the agreements. EBITDA: EBITDA for this segment tripled to 28,109 thousand euros in 2010 from 9,255 thousand euros in 2009, lifting the EBITDA ratio by 0.7pp to 1.3% in 2010 from 0.6% in 2009.

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Margins expanded in all the countries; Argentina was the most profitable country in this segment. The improvement was underpinned by: (i) (ii) the increase in other income (0.2pp as a percentage of sales) control of overheads (mainly personnel expenses), the absorption of fixed costs and the transfer of CO-CO stores to franchises, which led to a 0.9pp decrease in the operating expenses as a percentage of sales. In absolute terms, these expenses increased by 24.1%. On top of efforts to prevent expenses from outstripping sales growth and the increased absorption of fixed costs from the Groups expansion, the impact of cost savings was heightened by the transfer of CO-CO stores to CO-FO franchises (81 stores). These positive effects were counterbalanced to some extent by: (iii) the 0.4pp erosion as a percentage of sales caused by cost of sales, which rose 33.3% in absolute terms. Despite efforts to control purchases of merchandise, DIAs bargaining strength in emerging countries is still less than in the Iberia and France segments. The following chart shows the performance of EBITDA margins in 2009 and 2010 due to changes in the main income statement items.
1,6% 1,2% 0,2% 0,8% 0,4% -0,4%

0,9%

1,3%

0,6%

Otros Ingresos s/ventas

129

Consumo de mercaderas y otros consumibles s/ventas

EBITDA S/Ventas 2010

EBITDA S/Ventas 2009

Gastos de explotacin s/ventas

0,0%

EBITDA increased by 8,907 thousand euros to 9,255 thousand euros in 2009 from 348 thousand euros in 2008. As a result, the EBITDA margin improved by 0.6pp to 0.6% in 2009 from a marginally positive level in 2008. Margins expanded in all the countries. Margin growth was due mainly to: (i) Operating expenses: an absolute increase of 8.6%, but a 0.9pp decrease as a percentage of sales. Broadly speaking, the increase in operating expenses was the result of the Groups expansion in the emerging countries. However, the transfer of CO-CO stores to CO-FO franchises (67 stores) helped keep these expenses in check. As indicated previously, these transfers mostly led to savings in personnel expenses and supply costs, helping to boost margins. That said, margins were held back by: (ii) Cost of sales: a 15.6% absolute increase (0.3pp increase as a percentage of sales). Despite efforts to control purchases of merchandise, DIAs bargaining strength in emerging countries was slightly less than in Spain, France and Portugal.

The following chart shows the trend in EBITDA margins in 2008 and 2009 by the main income statement items.

1,0% 0,9% 0,5% 0,0% 0,0% -0,3% 0,6%

EBITDA S/Ventas 2008

Consumo de mercaderas y otros consumibles s/ventas

Gastos de explotacin s/ventas

130

EBITDA s/Ventas 2009

-0,5%

Depreciation and amortization, and impairment: depreciation and amortization amounted to 24,813 thousand, 19,230 thousand and 16,460 thousand euros in 2010, 2009 and 2008, respectively. This increase was fuelled by investments made in these countries to open new stores and to transform existing stores to the new DIA Market format. Also included are 2,600 thousand euros of impairment losses recognized in 2010. Gains (losses) on disposal of assets: as indicated previously, this item includes gains and losses on store closures and transformations. Operating profit (loss): operating losses amounted to 2,299 thousand, 11,836 thousand and 17,425 thousand euros in 2010, 2009 and 2008, respectively. This left operating margins of -0.1%, -0.7% and -1.2%, respectively, in 2010, 2009 and 2008. The impact of the higher depreciation charge caused by the expansion undermines the EBITDA margin. Other key variables For its analysis, management uses two key variables: (i) Adjusted EBITDA cash is defined as Operating profit before Gains (losses) on disposals of fixed assets, Depreciation, amortization and impairment, Depreciation of logistics assets included in Cost of sales in the income statement and Other restructuring costs and income (included in "Operating expenses"). Management uses this variable as the key metric for recurrent operational cash flow generation in the year. Therefore, it excludes: (i) depreciation, amortization and impairment (including the amortization of logistics assets), as this does not represent a cash outflow, and (ii) other restructuring costs and income and gains (losses) on disposals of assets, since these are considered non-recurrent situations not linked to the operating performance of the business.

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(ii)

Sales including and excluding VAT: management analyzes and monitors sales including and excluding VAT, as it is customary industry practice. Historically, seasonality in quarterly sales has not been significant, although sales are higher in the years last quarter. The following tables show the year-on-year trends in same-store sales including VAT of CO-CO stores more than one year old:
Var 10/09 -1.3% -8.4% 13.4% -0.8% Var 09/08 -2.1% -7.5% 14.0% -1.4%

Iberia France Emerging Countries DIA Group total

Note: Unaudited

This variable shows organic sales growth, as it shows the change in sales of CO-CO stores that are comparable by having sales in both the current and previous year. Accordingly, it excludes the impact on sales of stores opened or closed during the year analyzed and the previous year. When analyzing the income statements, captions are analyzed in terms of sales without VAT. 9.2.3 Information regarding any governmental, economic, fiscal, monetary or political policies or factors that have materially affected, or could materially affect, directly or indirectly, the issuers operations. The main factors of these kinds that could affect the issuers prospects are those discussed in section I (risk factors) of this Registration Document, as well as those in the regulatory framework applicable to the issuers operations.

132

10. 10.1

CAPITAL RESOURCES Information concerning the issuers capital resources (both short and long term) From the DIA Groups integration into the Carrefour group until the date of this Registration Document, the DIA Group has funded its operations mainly with: Cash flow generated from ordinary operations Financing received: o from Carrefour group companies mainly, and o to a lesser extent, from banks Equity Historical information

The following table provides a summary of the DIA Groups consolidated equity at December 31, 2010, 2009 and 2008 in accordance with IFRS-EU. The DIA Groups consolidated financial information for the three months ended March 31, 2011, was subject to a limited review by KPMG.
(Thousands of euros) 3/31/11 2010 2009 2008 Var. 10/09 217%
-230% 55% -1%

Var. 09/08 -2%

82% -345% 11%

Issued capital Share premium Reserves

Reserves Iberia Reserves France Reserves Emerging Countries

67,934 784,498 (440,527)

(32,942) (87,769) (319,816)

3,899 848,533 (565,396)

(212,495) (42,396) (310,505)

3,899 848,533 (178,533)

163,865 (27,397) (315,001)

3,899 848,533 (181,748)

90,003 11,179 (282,930)

Profit for the year Translation differences Other equity instruments Equity attributable to equity holders of the parent Non-controlling interests Total equity

4,080 3,253 14,333 433,571 (8,494) 425,077

122,149 4,594 16,504 430,283 (7,794) 422,489

124,008 1,678 11,520 811,105 (6,242) 804,863

82,078 (12,209) 7,343 747,896 (3,186) 744,710

-1% 174% 43% -47% 25% -48%

51% -114% 57% 8% 96% 8%

This table provides a breakdown of the DIA Groups consolidated equity, including the share premium that may be distributed. The decrease in reserves in Iberia in 2010 relates mainly to the payment of dividends in the years. The variation in reserves in France is the result of the combined effect of: a) the distribution of last years result, and b) the distribution by the Parent of dividends amounting to approximately 20,000 thousand euros (except in 2011, when no dividend has been paid). Negative reserves in Emerging Countries are due to accumulated losses in the countries comprising this segment.

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The share premium at 31 December 2010 includes 797 thousand euros of proceeds from the 1992 capital increase and 847,736 thousand euros from the 2004 capital increase that was fully subscribed and paid by the French company Erteco SAS, in which it contributed as payment 39,686 shares representing 100% of its investment in another French company, ED SAS. This investment was measured at fair value in the Parents separate financial statements prepared in accordance with Spanish GAAP. However, in the consolidated financial statements prepared under IFRS-EU, as the DIA Group elected to measure its assets and liabilities in its first consolidated financial statements under IFRS-EU at January 1, 2008 at the carrying amounts included in the Carrefour Groups consolidated financial statements, this investment is presented at the historical cost shown by the Carrefour group; this had a negative impact on consolidated reserves. Section 20.1.4 of this Registration Document provides consolidated statements of changes in equity for the period covered by the historical financial information. At the general meeting of shareholders of the DIA Group on June 24, 2010, the sole shareholder approved the distribution of a dividend amounting to 80,000 thousand euros out of 2009 profit. This dividend was paid in September 2010. Subsequently, on December 20, 2010, the sole shareholder approved the distribution of an extraordinary dividend of 452,000 thousand euros against DIAs individual reserves. This dividend was paid on December 21, 2010. The breakdown and movement in equity of individual DIA under Spanish GAAP between December 31, 2009 and December 31, 2010, as well as a 31 March 2011 (note that the financial information for individual DIA for 31 March 2011 has not been audited or reviewed by KPMG), along with the aforementioned dividend payments, are as follows:
(Thousands of euros) March 2011 67,934 784,498 209,825
780 209,045

2010

2009

Var 11/10

Var 10/09

Issued capital Share premium Reserves

Legal and bylaw-stipulated reserves Other reserves

3,899 848,533 5,902

780 5,122

3,899 848,533 383,221

780 382,441

N/A -8% N/A

N/A

-98%
-99%

Retained earnings Profit for the year Other equity instruments Shareholders' equity Unrealized gains (losses) reserve Grants, donations and bequests received Total equity

54,654 10,052 1,126,963 (142) 850 1,127,671

202,803 10,827 1,071,964 (20) 882 1,072,826

2,346 151,858 7,834 1,397,691 (14) 747 1,398,424

N/A -7% 5% n/a -4% -5%

-100% 34% 38% -23% 43% 18% -23%

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On March 25, 2011, Sociedad Distribuidora Internacional de Alimentacin, S.A. decided to increase capital by 64,035 thousand euros to 67,934 thousand euros charged to the share premium. The composition of share capital went from 648,717 ordinary shares with a par value of 6.01 euros each, to 679,336,000 ordinary shares of 0.10 par value. The breakdown of dividends paid and proposed in the last three financial years is as follows:
(Thousands of euros) Dividends on ordinary shares Extraordinary dividend Total dividends Dividend per share (euros) 2010 80,000 452,000 532,000 820 2009 75,000 75,000 116 2008 70,000 70,000 108

In addition, as indicated in section 5.2 of this Registration Document, on May 2, 2011, ED (DIA Group subsidiary in France) acquired Erteco SAS for 40 million euros. This transaction had a negative impact on consolidated equity of 22,665 thousand euros arises from the valuationof the investment acquired at the historical cost at which the Carrefour group carried the company (consistent with the alternative chosen by the DIA Group in the preparation of its consolidated financial statements as provided for in IFRS 1). Forecasts for consolidated equity

Plans are to pay 368,600 thousand euros in dividends (0.54 euros per share) once approved by shareholders at the Annual General Meeting and prior to verification of the securities note by the CNMV (Spanish securities exchange commission). This payment is expected to be charged to the share premium (166,341 thousand euros) and reserves (202,259 thousand euros). Consolidated equity after the dividend payment would be as follows:

(Thousands of euros) Issued capital Share premium Consolidated reserves (including profit for the year) Equity attributable to equity holders of the parent

2010 (*) 3,899 848,533 (422,149) 430,283

Capital increase 64,035 (64,035) -

Integration of Erteco (22,665) (22,665)

Dividends (166,341) (202,259) (368,600)

Forecast equity 67,934 618,157 (647,073) 39,018

(*) Audited

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Forecasts for equity of the Parent

Equity of the DIA parent company in accordance with Spanish GAAP after the payment of the dividend explained in the preceding point would be as follows:
(Thousands of euros) 2010 (*) Appropriation of profit Capital increase 64,035 (64,035) -

Dividends

Forecast equity 67,934 618,157 6,446

780 5,666

Issued capital Share premium Reserves

Legal and bylaw-stipulated reserves Other reserves

3,899 848,533 5,902

780 5,122

202,803 202,803 -

(166,341) (202,259)
(202,259)

Retained earnings Profit for the year Other equity instruments Shareholders' equity Unrealized gains (losses) reserve Grants, donations and bequests received Total equity

202,803 10,827 1,071,964 (20) 882 1,072,826

(202,803) -

(368,600) (368,600)

10,827 703,364 (20) 882 704,226

(*) Audited

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Net financial debt Historical information

The DIA Groups financial information provided in this section and covering the three months ended March 31, 2011, was subject to a limited review by KPMG. The breakdown of DIA Groups net financial debt at March 31, 2011 and December 31, 2010, 2009 and 2008 is as follows:
(Thousands of euros) Finance lease liabilities Other payables to group companies Mortgage loan Bank loan Bills payable Guarantees and deposits received Total non-current borrowings (A) Finance lease liabilities Other payables to group companies Mortgage loan Bank loan Drawdowns of credit lines Guarantees and deposits received Total current borrowings (B) Total borrowings (A) + (B) Cash on hand and in current accounts Other cash equivalents Total liquid assets (C) Net financial debt (A)+(B)-(C) 3/31/11 568 19,163 6,942 5,280 4 3,537 35,494 1,109 447,064 1,691 806 58,426 7/*67 509,863 545,35 7 137,629 33,900 171,529 373,828 2010 525 12,217 7,506 4,301 5 3,440 27,994 1,788 507,159 1,691 169 28,985 667 540,459 568,45 3 167,103 149,739 316,842 251,611 2009 2,016 12,862 9,196 1,524 27 2,944 28,569 4,056 183,462 1,594 935 24,194 798 215,039 243,60 8 167,494 83,284 250,778 (7,170) 2008 Var 10/09 -74% -5% -18% 182% -81% 17% -2% -56% 176% 6% -82% 20% -16% 151% 133% Var 09/08 -62% -38% -15% -25% 12% -40% 21% -25% 6% -10% -37% -22% -25% 25% -51% -18% -136%

5,282 20,852 10,790 8,318 36 2,619 47,897 3,364 243,855 1,505 26,950 1,269 276,943 324,84 0 133,738 -0% 170,941 80% 304,679 26% 20,161 -3.609%

Finance lease liabilities include mainly payables on leases of stores classified as current or non-current depending on when the lease payments fall due. Other payables to group companies classified under Non-current borrowings includes mainly the balance of loans of Chinese companies with Carrefour China. Loans with these group companies bear interest at market rates. Other payables to group companies classified under Current borrowings includes the DIA Groups current accounts with Carrefour Finance S.A. and Erteco, SAS (France), which earn interest at market rates. Also included is the loan granted on December 21, 2010 to the Parent of the DIA Group by Carrefour Finance, S.A. for 200,000 thousand euros, which bears a nominal annual interest rate of 2.018% (6-month Euribor rate + 0.75bp) and matures in June 2011.

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The increase in current payables to Group companies in 2010 compared to 2009 is mainly due to the finance raised by the Carrefour group for the extraordinary dividend of 452 million euros paid on December 21, 2010, as explained previously. Conversely, the decrease in this item in the first three months of 2011 of 60,095 thousand euros relates mainly to the repayment of amounts owed by Spain to the Carrefour Group; part of the payment was made with the 40,000 thousand euros of dividends received by Spain from Portugal. This partially explains the reduction in Cash and cash equivalents" between 31 December 2010 and 31 March 2011. Mortgage loan includes the mortgage on the Twins Alimentacin, S.A.U. warehouse in Seville, which is subject to first lien mortgages in guarantee of a Group bank loan and its subsequent extension, for a total amount of 9,197 thousand euros. The first tranche falls due in 2013 (balance of 2,472 thousand euros at December 31, 2010) and the second (extension; balance of 6,725 thousand euros at December 31, 2010) in 2019. This mortgage loan carries a fixed rate of interest. In addition to the finance raised through the Carrefour group, the DIA Group has obtained long-term bank financing. For the Iberia and France segments, this financing is in euros and generally tied to the EURIBOR rate plus a market spread (between 0.5% and 2%). Bank finance in emerging economies was raised through local banks, mostly in local currency and at interest rates tied to the countrys normal benchmark rate (e.g. Central Bank of China interest rate in China, Badlar rate in Argentina, TRYIBOR the Interbank Turkish Lira Reference Interest Rate- in Turkey and the CDI interbank deposit rate- in Brazil) plus a market spread (between 0.5% and 2%). The Group has arranged credit policies with a credit limit at December 31, 2010 of 270,300 thousand euros (2009: 217,500 thousand euros, 2008: 161,800 thousand euros), of which 28,985 thousand euros had been drawn down (2009: 24,194 thousand euros, 2008: 26,950 thousand euros). The following table presents the maturity of the entire undrawn credit lines at December 31, 2010:
(Thousands of euros) Credit lines (undrawn) In 1 year 117,752 In 2 years 32,758 3 to 5 years 1,900 +5 years 88,905 Total 241,315

At 31 March 2011, the Group had credit facilities of 252,991 thousand, of which 58,426 thousand euros had been drawn down, an increase of 29,441 thousand euros from 31 December 2010. Most of the increase was in Turkey (17,688 thousand euros) and Brazil (9,792 thousand euros).

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The following table presents the maturity of the entire undrawn credit lines at March 31, 2011:
(Thousands of euros) Credit lines (undrawn) In 1 year 86,907 In 2 years 32,112 3 to 5 years 1,900 +5 years 73,646 Total 194,565

Guarantees and deposits received mainly includes amounts received from the sublease of stores (CO-CO and CO-FO) as deposit on rental contracts. The balance of this item was relatively unchanged in 2010, 2009 and 2008. The maturities of the borrowings described above (A+B) are as follows:
3/31/11 2010 (Thousands of euros) Within one year 509,863 540,459 From one to two years 22,624 9,185 From three to five years 4,484 12,207 More than 5 years 5,286 4,698 Unspecified (*) 3,100 1,904 Total 545,357 568,453 (*) Includes mainly deposits returned on subleases. 2009 215,039 17,407 4,348 3,870 2,944 243,608 2008 276,943 31,138 9,943 4,161 2,655 324,840

As shown in the preceding table, a large portion of debt matures in the short term, mainly from financing provided by the Carrefour group to the DIA Group; plans are to refinance this debt under the terms and conditions described below in the section Forecast for net financial debt (b). Interest accrued on borrowings in 2010, 2009 and 2008 amounted to 4,987 thousand, 5,742 thousand and 7,417 thousand euros, respectively. In the first quarter of 2011, these expenses amounted to 3,991 thousand euros. The DIA Groups main leverage ratios at December 31, 2010, 2009 and 2008 are as follows:
(Thousands of euros) Net financial debt (1) Indebtedness, % (2) Net financial debt /EBITDA (times EBITDA) (3) Net financial debt /adjusted EBITDA cash (times adjusted EBITDA cash) (4) Net financial debt /adjusted EBITDA cash (4) Solvency ratio (5)
(14) Non-current borrowings + current borrowings cash and cash equivalents (15) Net financial debt / (Net financial debt + total equity) (16) EBITDA defined as Operating profit before Gains (losses) on disposals of fixed assets and Depreciation, amortization and impairment. (17) Adjusted EBITDA cash is defined as Operating profit before Gains (losses) on disposals of fixed assets, Depreciation, amortization and impairment, Depreciation of logistics assets included in Cost of sales in the income statement and Other restructuring costs and income (included in "Operating expenses"). (18) Total assets / (non-current liabilities + current liabilities)

2010 251,611 37% 0.56x 0,50x 0.50 1.15

2009 2008 (7,170) 20,161 -1% 3% -0.02x 0.06x -0,02x 0,05x -0.02 1.33 0.05 1.29

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Forecasts for net financial debt

Based on net financial debt at December 31, 2010 and considering: dividends and financing expected to be earned and raised, and the impact of Ertecos integration (4,775 thousand euros, corresponding to the net amount of the acquisition of this company 40 million euros and Ertecos cash of 35,225 thousand euros), as indicated previously in this section and in section 5.2 of this Registration Document,

the forecast for net financial debt based on figures at December 31, 2010 would be 624,986 thousand euros, classified, based on the estimated repayment schedule (by tranche as explained below), as shown in the following table:
(Thousands of euros) 2010 (*) Integration of Erteco Dividend s Financing (12,217) 700,000 687,783 (880,534) 192,751 (687,783) Forecast 712,332 3,445 715,777 225,384 667 226,051 941,828 316,842 624,986

Non-current borrowings with group 12,217 companies Non-current bank borrowings 12,332 Other non-current borrowings 3,445 Non-current borrowings 27,994 Current borrowings with group 507,159 4,775 368,600 companies Current bank borrowings 32,633 Other current borrowings 667 Current borrowings 540,459 4,775 368,600 Total borrowings (A) + (B) 568,453 4,775 368,600 Cash and cash equivalents 316,842 Net financial debt (**) 251,611 4,775 368,600 (*) Audited (**) Non-current borrowings + current borrowings cash and cash equivalents

It is expected that this debt will be repaid according to the following schedule:
(Thousands of euros) From 1 From 3 to to 2 5 years years Forecast net financial debt 226,051 75,731 213,444 (*) Includes mainly deposits returned on subleases. Within 1 year More than 5 years 424,698 Unspecified (*) 1,904 Total

941,828

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The DIA Groups main leverage ratios for forecast net financial debt are as follows.
(Thousands of euros) Forecast net financial debt (1) Indebtedness, % (2) Forecast net financial debt /EBITDA (times EBITDA) (3) Forecast net financial debt /adjusted EBITDA cash (times adjusted EBITDA cash) (4)
(1) (2) (3) (4) Non-current borrowings + current borrowings cash and cash equivalents Net financial debt / (Net financial debt + total equity) EBITDA defined as Operating profit before Gains (losses) on disposals of fixed assets and Depreciation, amortization and impairment. (This EBITDA is for 2010). Adjusted EBITDA cash is defined as Operating profit before Gains (losses) on disposals of fixed assets, Depreciation, amortization and impairment, Depreciation of logistics assets included in Cost of sales in the income statement and Other restructuring costs and income (included in "Operating expenses"). (This adjusted EBITDA cash is for 2010).

2010 forecast 624,986 94% 1.39x 1,23x

a) Dividends As described in the section on Equity in section 10.1 of this Registration Document, the Group paid an extraordinary dividend of 452 million euros in December 2010, funded with its own resources and recognized under "Current borrowings with group companies." In this respect, as shown in the table in Forecast for equity, the DIA Group also intends to pay an additional extraordinary dividend of 368,600 thousand euros to the sole shareholder. This payment would be made before the spinoff, once approved at the Annual General Meeting and prior to verification of the securities note by the CNMV, as indicated above. b) Financing The DIA Groups estimated net financial debt entails the recognition of a debt with the Carrefour group based on the planned external financing scheme. The DIA Group has entered into arrangements for 1,050 million euros, as described in section 10.3 of this Registration Document. The financing commitment has been executed with seven financial institutions. The syndication is expected to be formalized before the effective spin-off of the DIA Group.

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The loan will be divided up as follows: o A tranche of 700 million euros to refinance the structural debt portion (related mainly to the settlement of current and non-current payables with Group companies), which includes the payment of extraordinary dividends: A tranche repayable at maturity of 350 million euros maturing in 5 years; An amortizable tranche of 350 million euros maturing in 5 years, repayable each year. o A 350 million euros credit line to provide greater flexibility for financing working capital. The amount of this credit line was calculated to factor in the seasonality of cash flows and to provide sufficient liquidity headroom. As shown in the table of forecast net financial debt in this section of the Registration Document, it was estimated that an amount of 192,751 thousand euros would have been drawn down at 31 December 2010. The terms and conditions of the loan are described in section 10.3 of this Registration Document. Derivatives The Group uses forward foreign currency contracts to hedge the foreign currency risk on forecast purchases of inventories in US dollars. At December 31, 2010, unrealized losses (net of the related tax effect) on effective cash flow hedges amounted to 20 thousand euros (2009: an asset of 114 thousand euros, 2008: a liability of 365 thousand euros), with a corresponding deferred tax liability of 32 thousand euros (2009: asset of 114 thousand euros, 2008: liability of 365 thousand euros) related to these hedging instruments (see consolidated statement of changes in equity in section 20.1.4 for breakdown).

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10.2

Explanation of the sources and amounts of and a narrative description of the issuers cash flows. Section 20.1.5 of this Registration Document provides a table of the DIA Groups consolidated statements of cash flows for the years ended December 31, 2010, 2009 and 2008, along with explanations of the main changes therein. These changes can be summarized as follows:
(Thousands of euros) Cash and cash equivalents at January 1 Net cash flows from operating activities Net cash used in investing activities Net cash from/(used in) financing activities Net change in cash and cash equivalents before net foreign exchange difference Net foreign exchange difference Cash and cash equivalents at December 31 2010 250,778 548,186 (190,984) (306,176) 51,026 15,038 316,842 2009 304,679 410,738 (302,083) (161,027) (52,372) (1,529) 250,778 2008 308,694 348,911 (375,547) 27,779 1,143 (5,158) 304,679

Cash flows from operating activities: The main cash inflows relate to collections on sales of merchandise to end customers and franchisees, as well as reinvoicing of rents to franchisees. The main operating cash outflows relate to purchases of merchandise from suppliers, payments to employees, payments of rents and logistics costs. Cash flows from investing activities: The main cash outflows from investing activities relate to acquisitions of assets for both new stores and existing stores transformed to the new DIA Market and DIA Maxi formats in recent years. The figure for 2010 includes net cash inflows generated on the disposal of assets classified as held for sale relating to shares in DIA Hellas A.E., which partially offset the investment in assets. Cash flows from financing activities: Cash used in financing activities mainly relates to dividend payments. As indicated previously, an extraordinary dividend of 452 million euros was paid in 2010, which largely explains the difference compared to previous years. Cash was used for financing activities in 2009 and the change from 2008 was mainly the result of a 79,081 thousand euros reduction of debt (mainly debt with the Carrefour Group) and an increase in dividends paid to shareholders of the parent, to 75,000 euros in 2009 from 70,000 thousand euros in 2008.

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Operating working capital The DIA Groups operating working capital at December 31, 2010, 2009 and 2008 is as follows.
(Thousands of euros) Inventories Trade and other receivables Total current operating assets (A) Trade and other payables Total current operating liabilities (B) Operating working capital (A)-(B) 2010 539,303 178,983 718,286 1,726,110 1,726,110 (1,007,824) 2009 541,231 124,963 666,194 1,620,517 1,620,517 (954,323) 2008 577,182 176,243 753,425 1,746,085 1,746,085 (992,660) Var 10/09 -0% 43% 8% 7% 7% 6% Var 09/08 -6% -29% -12% -7% -7% -4%

The DIA Group had negative operating working capital in the years ended December 31, 2010, 2009 and 2008 of 1,007,824 thousand euros, 954,323 thousand euros and 992,660 thousand euros, respectively. This situation is normal in the retail industry given the Groups financial structure and businesses. Specifically, the average customer collection period (approximately 7 days as of December 31, 2010, 5 days as of December 31, 2009 and 7 days as of December 31, 2008) is typically shorter than the average supplier payment period (approximately 82 days as of December 31, 2010, 80 days as of December 31, 2009 and 86 days as of December 31, 2008). Generally, this results in a higher balance of Trade and other payables" than "Trade and other receivables." In addition, thanks to the transfer from CO-CO stores to franchises and modifications to its logistics structure, the Group was able to reduce the balance of inventories from 577,182 thousand euros at year-end 2008 to 539,303 thousand euros at year-end 2010. Average days of inventory stood at 26 days at December 31, 2010, 27 days at December 31, 2009 and 28 days at December 31, 2008. Note that working capital shown is calculated at December 31, 2010, 2009 and 2008. However, working capital varies throughout the year in accordance with the collection, payment and inventory cycles, also affecting cash flows. (Note: the average collection period is calculated by dividing the balance at December 31, 2010 of Trade and other receivables by sales in 2010, and multiplying by 365. The average payment period is calculated by dividing the balance at December 31, 2010 of Trade and other payables by cost of sales in 2010, and multiplying by 365 -Note: in section 20.1.1, average payment period is calculated only for balances with suppliers of merchandise, excluding all other creditors-. The average days of inventory were calculated by dividing the balance of inventories at December 31, 2010 by cost of sales in the year and multiplying by 365.

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Average supplier payment period The bulk of payments to suppliers relates to purchases of products for sale in CO-CO stores and for sale to franchises. The remaining payables relate to the payment of supplies, maintenance, services and other operating expenses. Agreements with suppliers regarding payment periods vary from country to country. The DIA Group's average supplier payment period at December 31, 2010 was approximately 82 days (approximately 80 days at December 31, 2009 and 86 days at December 31, 2008). In Spain, Argentina and Brazil, payment periods range from 60 to 80 days, while in Turkey, Portugal and China they are around 90 days. The Group had confirming lines at December 31, 2010 with limits of 773,600 thousand euros (2009: 274,200 thousand euros, 2008: 269,700 thousand euros), of which it had used 240,300 thousand euros (2009: 188,100 thousand euros, 2008: 169,300 thousand euros). Law 15/2010 (measures against late payment in Spain) provides for certain payment periods and disclosure requirements in the annual financial statements of Spanish companies. According to these requirements, the outstanding balances of Spanish companies belonging to the consolidated group which at December 31, 2010 exceeded the legal payment deadline represented 1.6% of their purchase volumes. Average customer collection period Trade and other receivables relates mainly to outstanding amounts receivable from franchisees and sublessees from the sale of merchandise. The collection period for trade receivables ranges from 2 to 10 days. At December 31, 2010, 2009 and 2008, the Group had factoring lines of credit for 6,900 thousand, 3,700 thousand and 1,100 thousand euros, respectively. Amounts drawn down at December 31, 2010 and 2008 were 4,600 thousand and 526 thousand, respectively. No amounts were drawn down at December 31, 2009. Sales at stores are collected upfront or through a bank card. 10.3 Information on the borrowing requirements and funding structure of the Issuer. On 29 April 2011, various financing institutions, among which Banco Santander acts as agent and security agent and BNP Paribas and Natixis act as coordinators and document agents, signed a mandate and commitment letter in which they committed to extend financing to DIA in a maximum amount of 1,050,000,000 on the terms and conditions described below. This commitment will be documented in a financing agreement to be signed during May (the "Financing Agreement") prior to its syndication among a broader group of financial institutions.

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Amount and purpose The financing to be extended to DIA under the Financing Agreement (the "Financing") will be in the form of three tranches as described below: (i) a tranche A consisting of a loan in an amount of 350 million euros; (ii) a tranche B consisting of a loan in an amount of 350 million euros; and (iii) a tranche C consisting of a revolving line of credit in a maximum amount of 350 million euros to finance the working capital needs of DIA and provide it with a liquidity cushion. This series of loans is to be used to refinance the loans extended by companies in the Carrefour group to DIA (in the case of the revolving line of credit, up to a maximum amount of 250 million euros). DIA will be entitled to make draws under the Financing Agreement starting from admission of its shares to trading on the Spanish Stock Exchanges. Repayment Repayment of the amounts drawn against tranche A will occur by payment of annual instalments on the dates and in the amounts indicated below: Date 31/12/2011 31/12/2012 31/12/2013 31/12/2014 31/12/2015 Maturity Date (fifth anniversary of the signature date of the Financing Agreement) Amount (as a percentage of the amount drawn) 10% 20% 20% 20% 20% Any remaining amount

Repayment of the amounts drawn under tranche B will be made on the final Maturity Date of the Financing (that is, the fifth anniversary of the signature date of the Financing Agreement). Finally, DIA must repay each of the draws made against the revolving line of credit on the last day of the interest period chosen for that draw (1, 2, 3 or 6 months or any other period agreed by DIA and the agent, acting on behalf of the lenders), with all of the amount drawn under the revolving line of credit being completely repaid on the Maturity Date of the Financing (that is, the fifth anniversary of the signature date of the Financing Agreement).

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Interest rate The interest rate applicable to the Financing will be as follows: Tranche Class A Class B Class C Interest rate* Euribor + 1.75% Euribor + 1.90% Euribor + 1.50 % - 1.90% **

*The Margins will be adjusted semi-annually based on the ratio of "Recalculated Total Net Indebtedness / Recalculated EBITDA" ratio (as these terms are defined below) ** Subject to the utilisation margin

Covenants to satisfy financial ratios DIA will be required to satisfy certain financial ratios throughout the term of the Financing. They will be verified semi-annually by reference to the immediately preceding twelve months, and will be as indicated below: (i) Recalculated Total Net Indebtedness / Recalculated EBITDA Ratio ("LR") for each period ending on the dates of verification set forth below must not be greater than the ratio indicated in the corresponding column beside the date in question: Date 30/06/2011 31/12/2011 30/06/2012 31/12/2012 30/06/2013 31/12/2013 On any later date (ii) LR 3.5x 3.25x 3.25x 2.75x 2.75x 2.5x 2.5x

The EBITDA / Net Financial Expenses ratio for each period ending on a verification date will not be less than 6.5x.

For these purposes: "Net Financial Expenses" means, in respect of a period of twelve months, the Interest Expenses minus the Interest Income. "Interest Expenses" means the aggregate amount of interest on current and noncurrent indebtedness, after capitalising financial expenses of certain assets included in the acquisition price of those assets. Regarding the first verification

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period, the Interest Expenses will be calculated on a pro forma basis as at 31/12/2011. "Interest Income" means revenue of the Group in the form of interest on cash, cash equivalents and other current financial assets. "EBITDA" means, in respect of a period of twelve months, the consolidated operating profit of the Group plus depreciation and amortisation (excluding logistical amortisation) and, for the 2011 financial year, an extraordinary cost related to division of up to 20 million euros, assuming DIA will determine its profits in accordance with the same accounting principles as Carrefour. "Imputed interest" means, in respect of a period of twelve months, the net current value of the Group's commitments under existing lease agreements, multiplied by 7%. "Recalculated EBITDA" means, in respect of a period of twelve months, EBITDA plus Imputed Interest. "Recalculated Total Net Indebtedness" means, at the close of a financial year or at the close of the first semester of a financial year, the aggregate amount of (i) all current and noncurrent indebtedness of the Group plus (ii) the net present value of operating lease commitments of the Group minus (iii) the aggregate amount of cash and cash equivalents and other current financial assets, excluding retained funds (0.5% of consolidated sales of the Group). Taking account of the forecast of financial indebtedness as at 31 December 2010 and making the additional adjustments to reach Recalculated Total Net Indebtedness, the LR ratio as at 31 December 2010 would be 2.5x. In the same way, the EBITDA / Net Financial Expenses ratio would be 8.5x on the same date. For the purpose of this calculation, an amount of 35.4 million euros (corresponding to the interest which would have been payable in respect of the Financing had the Financing had been drawn at the beginning of 2010) has been added to financial expenses. Other undertakings In addition, DIA will undertake to fulfil a series of covenants and comply with certain restrictions in the Financing Agreement, among which the following are notable: (i) (ii) restriction regarding sale by DIA and some of its subsidiaries of certain assets; restriction regarding mergers and structural changes, subject to agreed exceptions; and

(iii) restriction on acquisitions of companies, unless they satisfy certain ratios. Grounds for acceleration The Financing will be accelerated if certain events occur, notable among which is breach by DIA of the obligations incurred under the Financing Agreement, as well as:

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(i) (ii)

DIA ceasing to be traded or the trading of its shares being suspended for 45 days or more; or if the DIA auditors issue a qualified opinion on the consolidated financial statements of the Group by reason of any matter that is expected or reasonably could be expected, on an individual or joint basis, to be adverse to the interests of the financing entities under the Financing Agreement in respect thereof.

Security The obligations to be assumed by DIA under the Financing Commitment will be jointly and severally guaranteed by DIA subsidiaries whose EBITDA and assets (when added to the unconsolidated EBITDA and assets of DIA) together represent at least 80% of the EBITDA and assets, as applicable, of the DIA Group. If any of the DIA subsidiaries are unable to grant a joint and several guarantee or if the value of such a guarantee is reduced and, as a result, the aforesaid percentage of EBITDA and assets cannot be achieved, DIA must grant a pledge over its shares or quotas in that subsidiary. The obligations to be assumed by DIA under the Financing Agreement will be jointly and severally guaranteed by Twins Alimentacin S.A.U., Pe-Tra Servicios a la Alimentacin S.L.U. and DIA Portugal Supermercados, S.U., Lda. Also, DIA will grant a pledge over its shares in ED SAS. Costs of formalising debts and other fees The costs of formalising this transaction amount to approximately 15 million euros. 10.4 Information regarding any restriction on the use of capital resources that, directly or indirectly, has significantly affected or could significantly affect the Issuer's operations. As at 31 December 2010 the DIA Group has no restriction on the use of capital resources that, directly or indirectly, has significantly affected or could significantly affect its operations, except for those established by law (legal reserve and goodwill reserve). It also has no liens or encumbrances on assets as a result of bank financing obtained, except for the mortgage loan described in this chapter. 10.5 Information regarding the anticipated sources of funds needed to fulfil commitments referred to in items 5.2.3 and 8.1. As indicated in section 5.2 of this Registration Document, there is no investment plan approved by any management body the amount of which could be considered to be material, except as indicated in section 5.2. The details regarding cash available as at 31 December 2010 and 31 March 2011, loan agreements, factoring and reverse factoring lines, and other sources of financing have been included in this chapter.

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11. 11.1

RESEARCH AND DEVELOPMENT, PATENTS AND LICENCES Research and Development The DIA Group, like other companies in the sector engaged in the marketing of consumer products, does not believe it is necessary to make significant investment in research and development, the expense related to such activities being of little significance by comparison with other expenses incurred in the conduct of the business covered by its corporate purpose.

11.2

Rights in intangible assets The book value of the "Industrial Property" line item during the period covered by the historical financial information amounted to 77,000 euros, the net value as at 31 December 2010 being 70,000 euros. Among the most significant assets of the DIA Group in this area are the "Dia" trademark (in its multiple variants) and the patent for the "Device, system and method for generation, local printing and redemption of promotional coupons". DIA is the owner of the principal trademarks, patents, domain names and trade names of the DIA Group. At the date of registration of this Registration Document there is no material dispute related to the industrial and intellectual property rights, and the DIA Group has not suffered material infringements as regards the industrial and intellectual property in the jurisdictions in which it operates. The legal methods used to protect the intangible assets owned by the DIA Group are described below:

11.2.1

Trademarks and trade names As at 31 December 2010 the DIA Group has the "Dia" trademark registered in a total of 70 countries (as shown in the following chart), regardless of whether it is present in those countries.

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In addition to the "Dia" trademark, the DIA Group has registered a total of 225 trademarks in the countries in which it conducts business, DIA being the owner of the majority thereof. Trademarks are rights giving exclusivity in the use of a sign to identify the origin of a product or service in the market, and to prevent others, in the territory in which they are protected, from using the protected distinctive signs or others that are identical or similar, applied to products or services that are identical or similar to those registered. The scope of protection of a trademark is governed by the principle of territoriality, pursuant to which the trademark right is enforceable only in that territory for which it is registered. The principal DIA Group trademarks, whether denominative (comprised of one or more words) or mixed (comprised of a combination of words and graphics), are registered locally, country by country, by way of international registration applications, covering multiple countries, as well as European Union community trademarks. DIA is the owner of most of the DIA Group trademarks, the others belonging to various companies in its Group. In this regard, the procedure by way of which the "Dia" trademark is legally used by the other companies comprising the DIA Group, and by franchisees, consists of the licensing and sublicensing thereof by DIA under various master licence agreements or franchise agreements including licence clauses that it has signed therewith. The trademarks are of potentially indefinite duration if the appropriate renewal fees are paid. For example, in Spain they are granted for 10 years from the date of application, renewable for successive periods of 10 years, potentially indefinitely. Nonetheless, the effectiveness of the registered protection requires the actual and effective use of the trademark for the registered products and/or services, on penalty of lapsing in the absence of just cause. The use of the trademark, exactly as registered, must be either by the registered owner or by a third party with the consent of the owner. The principal trademarks used by the DIA Group (in particular, their names, types and classes of products or services) are as follows:

Name

Type of trademark Mixed

Classes (*) 16,35,39

Mixed

36

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Name

Type of trademark Denominative

Classes (*) 3,5,21,29,30,31,32, 33,35,39,42 In addition, the DIA Group uses this denomination as a trade name

Mixed

35

Mixed

35

Graphic

3,16,21,29,30, 31,32,33,35

Mixed

29, 30, 35 This trademark also is registered in Spain, France and Andorra in classes 3,31,32 and 33

Mixed

29,30,35

Mixed

29,30,35

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Name

Type of trademark Mixed

Classes (*) 3, 5, 8, 11, 16, 21, 24, 25, 28, 29, 30, 31, 32, 33, 34, 35, 36, 38, 39, In addition, the DIA Group uses this denomination as a trade name

Mixed

3,5,8,11,16,21, 24,25,28,29,30,31, 32,33,34,35,36,38,39 3,16,21,29,30,31,32

Mixed

Mixed

35

Figurative

3,29,30,31,32,33,35

(*) According to the international classification set forth in the Nice Agreement of 15 June 1957.

As reflected in the foregoing table, the DIA Group principally uses two trade names, the owner of which is DIA. A trade name is a right giving exclusivity in use of any sign or denomination as an identifier of an undertaking in commerce, which serves to distinguish it from other undertakings engaging in the same or similar businesses. Trade names, as industrial property rights, are independent of the names of the companies registered in the Commercial Registers. As has been explained above regarding trademarks and generally, trade names are of a potentially indefinite term if the appropriate renewal fees are paid. For example in Spain they are granted for 10 years from the date of application, and are renewable for successive periods of 10 years, potentially on an indefinite basis, the effectiveness of the register protection also requiring actual and effective use of the trade name in question.

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11.2.2

Patent Patents protect new inventions that imply inventive activity and are capable of industrial application. An invention may be defined as a technical rule to resolve a technical (not scientific or theoretical) problem. A patent, once granted by the corresponding register, gives the owner an exclusive right as regards items covered by the patent claims, against actions of third parties infringing the right. Like trademarks, patents are governed by the principle of territoriality, having effect in the territory in which they were granted. DIA in the countries in which it operates (with the exception of Brazil where, although the patent application has been made, the registration process has not been completed) is the holder of the patent right that protects the device, system and method of generation, printing and redemption of promotional coupons. The centralised data processing resources generate an allocation file, which contains codes identifying customers with an associated coupon. It specifies the kind of discount that is applied. The coupon is processed at least one principal terminal, automatically generated, independently of the characteristics of the actual purchase of the customer in question. The data processing resources allow redemption of the coupon on the terms established in a unified file, provided that the purchase in respect of which the customer presents the coupon has satisfied the criteria established therein. In addition, this system is totally computerised, the same software being utilised therefor in all of the countries in which it is operational. It is the basic tool of the DIA Group loyalty programme, discussed in detail in section 6.1.1.II.B).4 above. Set forth below are the owners and patent numbers assigned in each of the countries in which the DIA Group is present. Patent application number Spain Portugal France Argentina Brazil (*) Turkey China 9902021 956533.4 956533.4 P00014748 PI0014264-6 2002/640 815530.5 Owner DIA DIA DIA DIA DIA DIA DIA

(*) In the case of Brazil, the patent application has been filed, the grant of the patent being pending.

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11.2.3

Intellectual property rights Intellectual property rights, which include copyright and the sui generis database right, constitute a material part of the legal protection of computer applications, software and the common technology platform of the DIA Group. Copyright protects all original literary, artistic and scientific creations, however expressed and on whatever medium, among which are computer programmes. In the countries that are members of the Berne Convention for the Protection of Literary and Artistic Works of 9 September 1886 (with 164 contracting parties) it is not necessary to register the work in any register in order to enjoy the protection granted by the intellectual property rules. The protection of software by way of intellectual property rights is limited in time. When the author of the computer programme is a legal person, the duration of the right to use it in Spain will be 60 years, running from 1 January of the year following the lawful disclosure of the programme or its creation, if it has not been disclosed.

11.2.4

Internet domains The DIA Group is the owner of 182 domain names, among which (all in use) are the following: dia.es, diacorporate.com, diagroup.com, diamovil.com, diawebfr.es, diawebfr.fr, clubeminipreco.pt, diawebfr.com.pt, diasa.com.tr, edia.com.ar, diawebfr.com.ar, dia.com.br, diawebfr.com.br, diatiantian.com, diawebfr.cn y receitasdefamiliadia.com.br.

11.2.5

Contractual protection In addition to signing specific confidentiality agreements, the DIA Group policy is, to the extent possible, to include in contracts a clause whereby the DIA Group reserves ownership of all such industrial or intellectual property rights as may exist, deriving from the contractual relationship in question.

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12. 12.1

TREND INFORMATION The most significant recent trends in production, sales and inventory, and costs and selling prices since the end of the last financial year to the date of the registration document. Section 6.2.2 of this Registration Document contains a detailed description of the principal markets in which the Company operates, which identifies the most significant trends affecting them.

12.2

Information on any known trends, uncertainties, demands, commitments or events that are reasonably likely to have a material effect on the Issuer's prospects for at least the current financial year. The trends and behaviour that may have a material effect on the Issuer's prospects are described below. Consumer purchasing behaviour Mature countries In the Company's opinion, the recent economic recession, the current moderate economic growth and the changes in composition of the population that have occurred over the last decade, have had a significant impact on the general consumption patterns of society. On the one hand, the context of slow economic recovery resulting from the recent crisis, particularly in Spain, has resulted in greater unemployment, moderation of salary increases, reduction of household credit, and an increase in tax pressure and, therefore, greater pressure on household income and uncertainty for consumers as a whole. This has resulted in consumers exercising greater control over expenditure and being more prudent as regards their budgets. As a result, an ever-growing number of people believe it is necessary to choose discount retail formats, characterised by the availability to consumers of a competitive product selection at low prices. In this regard, in the Company's opinion the discount retail format demonstrates that it can be adapted to the needs of a consumer aware of the context of the structural reforms deriving from a situation of deep crisis, expected to continue in coming years. On the other hand, the growth of the population over the last 10 years, driven in large part by the arrival of foreigners, has resulted in a greater proportion of the adult population with a low level of income and a strong propensity for the discount retail format, as it allows compensating for the lower level of income. At the same time, the increase in life expectancy, characteristic of developed countries, is resulting in an ever larger group of retirees. Taking account of the uncertainty related to reforms of the pension system, and a growth rate of pensions less than that of inflation, it is increasingly necessary for them to choose retail formats capable of offering competitive prices without sacrificing quality. Once again, the appropriateness of the discount retail format to the needs of various segments of consumers, arising from a less favourable economic context, reveals the potential of this retail model.

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Emerging countries In the Company's opinion, the current state of development in which the emerging countries find themselves is having a direct impact on the consumption patterns of their populations. The increase in per capita income in those countries, as well as the development of a middle class, is providing access to consumption by a higher number of individuals with greater purchasing power. They want to experience modern forms of consumption. Nevertheless, the income of the majority of the population in emerging countries is still limited and does not allow indiscriminate consumption. For this reason the discount retail format is one of the most appropriate to the "emerging consumer". In turn, the population growth associated with the state of development in these countries makes it clear that there is expansion capacity for the discount retail format in this kind of market. For example, in Brazil, sales made through the discount retail format in the distribution sector increased by 315% between 2004 and 2009, with an increase of 26% in 2009 by comparison with 2008. The number of retail stores in the sector increased by 56% from 2004 to 2009; and the Compound Annual Growth Rate (CAGR) of Sales expected until 2014 is 10%. In the case of Turkey, the increase in sales was 11% in 2009 and the number of retail stores grew by 12% in the same year. The CAGR of Sales expected until 2014 is 11% (Source: Euromonitor 2010). In conclusion, in the Company's opinion, in developed countries and emerging countries, given the economic context today characterising each of them, which also is expected to continue in coming years, the discount retail format is currently one of the most competitive for coming years, given the current consumer needs, now and hereafter much more careful with expenditures than during the years of economic growth prior to the most recent crisis. The following graphic shows the favourable expansion of the discount retail model on a worldwide basis (2003-2009), and the progressive increase of the percentage of total sales made by way of that model. It is an ever higher percentage in a greater number of countries.

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% of total consumption made by way of the discount retail model: > 5% 0 < 5% None Not analysed

Source: Euromonitor International 2010

New trends in product selection Principally, in parallel with the economic development of emerging countries, in the Company's opinion the product selection will change taking the following factors into account: Health and well-being by way of light, low sugar, low salt, low fat, additive free, preservative free and natural products, products that have no traces of "genetically modified organisms", etc. Social responsibility, ethical products (for example products not manufactured using child labour), sustainable development and ecology. Product convenience (for example "ready to eat" products).

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Manufacture of small formats for single person households. The growth of demand for exotic products and regional and traditional products.

Other than as set out in this Registration Document, the Company is not aware of any trend, uncertainty, complaint, commitment, fact or any other circumstance that could reasonably be expected to have a material effect on the Issuer's prospects for the current financial year.

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13. 13.1

PROFIT FORECASTS OR ESTIMATES Statement setting out the principal assumptions upon which the issuer has based its forecast, or estimate. Introduction At its meeting of March 1, 2011, the Board of Directors of Carrefour Socit Anonyme resolved to submit to shareholders at the annual general meeting scheduled for June 21, 2011, a proposal to pay an in-kind dividend equivalent to 100% of their shareholding in DIA, as explained in detail in section 18 of this Registration Document. The resolution adopted by shareholders is expected to include listing DIA shares on the Madrid, Barcelona, Bilbao and Valencia stock exchanges, as well as their inclusion on the electronic trading platform (Continuous Market) (the Transaction). DIAs Board of Directors has drawn up a profit forecast (the Forecast) for the 2011, 2012 and 2013 financial years as defined in paragraph 10 of article 2 of Regulation 809/2004/EC, of April 29, 2004, which it approved at a meeting held May 9, 2011 in connection with the Transaction. Description of the DIA Group At December 31, 2010, the DIA Group had 6,373 stores (of which 2,070 were operated under a franchise agreement) and approximately 2,647 thousand m of sales area. The Group currently has plans to expand operations in emerging countries where it already operates (Turkey, Brazil, China and Argentina) and to strengthen its footprint in France, Spain and Portugal. The Forecast does not factor in the impact of expanding into new countries to drive the Groups international expansion or of any M&A deals, although the Group does not rule out such transactions in the medium or long term. Scope and methodology used The Forecast is based upon on the prevailing economic, regulatory, market and any other type of circumstances at the date of its approval. Any changes subsequent to that date could have a material impact on the Groups prospects. Nevertheless, the DIA Group assumes no responsibility for updating, revising or reiterating the Forecast, except as required. The Forecast contains certain unaudited estimates, projections and forecasts that are inherently uncertain and may not materialize or be fulfilled in the future. Although the Directors believe that the expectations reflected in the Forecast are reasonable, such expectations are based on assumptions about future events and uncertainties whose occurrence or non-occurrence cannot be determined as at the date of approval of the Forecast. Therefore, these estimates, projections and forecasts should not be considered a guarantee of future results, and the Directors assume no responsibility for any deviations in the factors influencing the DIA Groups future performance or, accordingly, of the fulfillment of the prospects contained in the Forecast. These estimates, projections and forecasts are based on certain assumptions, the most significant of which are described hereafter. Any substantial differences

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between actual events and the assumptions made could lead to material differences between estimated results and trends included in the Forecast and actual results and trends. The DIA Groups business is also exposed to certain risks (see section I. Risk Factors of the Registration Document). Such risks, should they materialize, could cause the actual results and trends to differ materially from those included by the Directors in the Forecast. Should any of these risks materialize, this could lead to a material difference between actual results and trends and those estimated by Directors in the Forecast. Similarly, new unforeseen risks, uncertainties and other factors could arise at any time that are impossible to predict and whose potential impact on the DIA Groups business cannot be assessed at this time. General assumptions about the Forecast The estimates, projections and forecasts contained in the Forecast were made on the basis of certain assumptions including, inter alia, the following: Assumptions about factors which the DIA Group can influence - Moderate growth of current macroeconomic indicators influencing the Forecast with respect to the economic trends in markets where the DIA Group currently operates and those where it intends to carry out its business in the coming years. Specifically, the DIA Group has taken as a benchmark for the Forecast the average expected Euribor rate for the current year and the next two years, the consumer price index (CPI) for food products, the general inflation outlook for the coming years for each market where it operates, and the euros average exchange rate in 2010 against the currencies of the markets where it operates: 2 TRY (Turkish lira), 2.33 BRL (Brazilian reais), 5.18 ARS (Argentina peso) and 9 CNY (Chinese yuan). The Directors estimate that fluctuations in the euros exchange rate against these currencies will not have a material impact on its results. - Absence of material changes or contingencies in tax regulations, regulatory frameworks, etc. which could affect the DIA Groups business. - Revenue projections excluding estimates of the potential impact of actions by competitors and costs for responding to such actions that the DIA Group could incur. - The exposure of a significant portion of revenue to macroeconomic conditions and the propensity to consume of households in the markets where the DIA Group operates, as a result of which revenue is subject to a moderate degree of uncertainty. - Absence of significant changes in the DIA Groups competitive environment. - Absence of significant interruptions in any of the DIA Groups businesses. - Absence of exceptional circumstances, weather-related catastrophes, wars or significant upheavals in the overall foreseeable social, economic and political stability.

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Assumptions about factors which are not exclusively outside the influence of the DIA Group - Ability of the DIA Group to execute its expansion plan upon which the Forecast is based, including store openings, closures, transformations and transfers without delays from estimated dates. - Ability of the DIA Group to retain current franchises and expand the Group's franchise business. - Continuation of current relations with the DIA Groups partner in Turkey. - Renewal of the DIA Groups current leases to continue carrying out its operations. - Availability of adequate human resources (e.g. technical operators, administrative and other qualified personnel) within the estimated timeframes to effectively carry out operations, as well as IT management and control tools, office space and land for future openings. - The continuation of the Carrefour groups employee share-based payment scheme by the DIA Group. - Compliance with all commitments assumed with financial institutions and, accordingly, the absence of costs related to non-compliance. Specific assumptions about the Forecast Strategic lines of action The DIA Groups objective going forward is to increase in size (i.e. number of stores and sales) and achieve higher margins (adjusted EBITDA cash and net profit). To achieve this and ensure a healthy growth of sales volume, the DIA Group has designed the following lines of action: Increase the number of store openings Against a backdrop of moderate growth in mature markets and more robust economic growth in emerging markets, the DIA Group intends to maintain a high pace of store openings, above all outside of Continental Europe. However, emerging countries larger share in the store opening plan does not mean the European network has no plans to open stores. The Group aims to expand internationally by leveraging opportunities in countries where it already has operations, targeting areas in these countries where it does not operate at present. The DIA Group intends to expand its business globally, increasing its total number of stores from 6,373 (CO-CO and franchises) in 2010 to over 8,000 by 2013. The main growth targets are in the emerging countries where the Group already operates.

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In Brazil, the Group intends to speed up its expansion gradually, opening more than 50 stores a year and penetrating a new state (Rio Grande do Sul) in the short term; i.e. towards the end of 2011. In Argentina, it also aims to step up its expansion gradually, with more than 50 openings a year. Turkey is set to feature the largest number of stores openings among the emerging countries where the DIA Group currently operates in the coming years, since: (i) it has perceived strong potential in regions where DIA is not present, and (ii) the costs of opening CO-CO stores under rental agreements are lower than in other countries where the DIA Group operates. The DIA Group opened a net 215 stores in Turkey in 2010, but intends to speed up the pace of openings in that country over the coming years. Some of these openings will be in areas where the DIA Group does not have operations at present. In China, the potential of the Beijing and Shanghai regions leaves scope to double the size of the DIA Groups network there by 2013. In 2011, according to the Forecast, the Group should complete the definition of clusters of stores (division of urban areas based on purchasing power per capita) and increase the pace of store openings. Continue developing and improving complementary retail store formats ("DIA Market" and "DIA Maxi") The DIA Group intends to continue increasing sales by developing the "DIA Market" and "DIA Maxi" retail store formats. Within each format (proximity and attraction), the DIA Group will also enhance the commercial concept, differentiating its stores through renovation and the addition of new product lines. Increase the number of franchise operated stores to speed up the DIA Groups expansion and boost its returns The DIA Group intends to raise the share of franchised stores in all the geographic markets where it operates, either by opening new stores or by transforming stores previously operated under the CO-CO model, given the advantages of the franchise operated model (CO-FO or FO-FO). These include: (i) achieving faster store openings in areas that would not be profitable for the Group to operate CO-CO stores, potentially raising sales volumes; (ii) limiting investment; and (iii) improving the economic contribution, given the models proven success, with high margins for the DIA Group (see section 6.II A) 2.2. of this Registration Document). To this end, the DIA Group expects to have more than 3,200 franchised stores (approximately 40% of the total) by 2013.

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Streamline operating processes cost containment The DIA Group intends to continue improving logistics in order to optimize available storage and transport capacity (i.e. setting up warehouses for slowmoving products, multi-temperature transport) and to reduce inventory levels. It also intends to continue investing in new order picking systems, such as vocal order and RFID (radio frequency identification) solutions in order to streamline costs and personnel tasks and to minimize errors. The Group intends to continue optimizing point-of-sale supply through improvements in process automation (e.g. automated picking tailored to stores and planograms -distribution of articles on shelves- integrated into warehouse planning) and packaging, with increasingly ergonomic products, from initial conception with suppliers. Efforts to optimize tasks in sales spaces will continue, centering employee time on customer attention during peak hours and maintaining stores in optimal conditions (e.g. product availability, general cleanliness). In 2009, the DIA Group launched a four-year transformation plan to remain a multinational, multi-format store operator with a low cost base. This plan targeted a reduction in costs of 230 million euros, with the Group having achieved more than 100 million euros of cost savings in the 2009-2010 period. 13.2 A report prepared by independent accountants or auditors stating that in the opinion of the independent accountants or auditors the forecast or estimate has been properly compiled on the basis stated and that the basis of accounting used for the profit forecast or estimate is consistent with the accounting policies of the issuer. KPMG Auditores, S.L. has issued a report on the DIA Groups prospective financial information (the Forecast), verifying that: (i) the prospective financial information has been properly compiled on the basis of the assumptions made by the Companys Directors and (ii) the basis of accounting used by the Directors of the Company for the prospective financial information is consistent with the accounting policies used by the DIA Group in the preparation of its consolidated financial statements for 2010.

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13.3

The profit forecast or estimate must be prepared on a basis comparable with the historical financial information.
(Thousands of euros) Sales of goods Other income Revenue Cost of sales Sales margin Operating expenses (1) Depreciation, amortization and impairment Gains (losses) on disposal of assets Operating profit/(loss) Net finance expense Share of profit (loss) of associates Profit/(loss) before tax from continuing operations Income tax expense Profit for the year from continuing operations Profit/(loss) for the year from discontinued operations Profit for the year Operating profit Depreciation, amortization and impairment Gains (losses) on disposal of assets EBITDA (2) Restructuring costs and income Reclassification of Depreciation of logistics items included in Cost of sales Adjusted cash EBITDA (3) Restructuring costs and income Reestimation of useful lives in France Impairment Debt arrangement expenses Tax assessments Profit/(loss) for the year from discontinued operations Gains (losses) on disposal of assets Total one-off items 2010 9.588.045 84.951 9.672.996 (7.652.306) 2.020.690 (1.572.415) (269.873) (40.359) 138.043 (12.683) (600) 124.760 (87.207) 37.553 79.341 116.894 138.043 269.873 40.359 448.275 28.379 30.448 507.102 (28.379) (16.000) (8.000) (21.565) 79.341 (40.359) (34.962) 2011 Chg. 11-10 2012 Chg. 12-11 2013 Chg. 13-12 9.970.283 4,0% 10.736.698 7,7% 11.790.775 9,8% 110.755 30,4% 129.214 16,7% 152.168 17,8% 10.081.038 4,2% 10.865.911 7,8% 11.942.943 9,9% (7.980.465) 4,3% (8.635.609) 8,2% (9.530.437) 10,4% 2.100.573 4,0% 2.230.302 6,2% 2.412.506 8,2% (1.622.258) 3,2% (1.668.238) 2,8% (1.766.335) 5,9% (244.512) -9,4% (264.829) 8,3% (273.623) 3,3% (47.329) 17,3% (37.574) -20,6% (13.034) -65,3% 186.474 35,1% 259.661 39,2% 359.514 38,5% (41.797) n/a (63.229) 51,3% (68.500) 8,3% 3.000 n/a 3.088 2,9% 3.252 5,3% 147.677 18,4% 199.520 35,1% 294.266 47,5% (57.963) -33,5% (61.852) 6,7% (89.446) 44,6% 89.714 n/a 137.668 53,5% 204.820 48,8% n/a 89.714 -23,3% 137.668 53,5% 204.820 48,8% 186.474 244.512 47.329 478.315 31.471 30.272 540.058 (31.471) (1.494) (47.329) (80.294) 35,1% -9,4% 17,3% 6,7% 10,9% -0,6% 6,5% 10,9% n/a n/a n/a n/a n/a 17,3% n/a 259.661 264.829 37.574 562.064 15.540 28.290 605.894 (15.540) (2.988) (37.574) (56.102) 39,2% 8,3% -20,6% 17,5% -50,6% -6,5% 12,2% -50,6% n/a n/a 100,0% n/a n/a -20,6% -30,1% 359.514 273.623 13.034 646.171 4.050 26.949 677.170 (4.050) (2.988) (13.034) (20.072) 38,5% 3,3% -65,3% 15,0% -73,9% -4,7% 11,8% -73,9% n/a n/a 0,0% n/a n/a -65,3% -64,2% CAGR 13-10 (4) 7,1% 21,4% 7,3% 7,6% 6,1% 4,0% 0,5% -31,4% 37,6% 75,5% n/a 33,1% 0,8% 76,0% n/a 20,6% 37,6% 0,5% -31,4% 13,0% -47,7% -4,0% 10,1% -47,7% n/a n/a n/a n/a n/a -31,4% -16,9%

(1) Operating expense relates to the sum of employee benefits expense and operating costs. (2) EBITDA is defined as Operating profit before Depreciation, amortization and impairment and Gains (losses) on disposals of fixed assets" (3) Adjusted EBITDA cash is defined as EBITDA before Depreciation of logistics assets included in Cost of sales in the income statement and Other restructuring costs and income (included in "Operating expenses"). (4) CAGR is the compound annual growth rate. This reflects the average annual growth for the years 2010 to 2013.

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Sales of goods Projected sales per country show growth in all markets where the DIA Group currently operates, led by the emerging markets of Turkey, Brazil and Argentina. Stiff competition in France, Spain and Portugal, coupled with the macroeconomic environment in Spain and Portugal, is expected to undermine revenue growth in these mature markets. In addition, revenue in Spain is not expected to rise considerably due to external factors and the transformation from CO-CO to CO-FO stores. 2011 Forecast increase in sales of 4.0%, driven mainly by: The impact for end customers of the average inflation for food products weighted by forecast sales by the company for 2011 of 2.7%. The net increase of 450-500 stores which, including the transfer of CO-CO stores to CO-FO franchises, entails a marginal increase in the number of COCO stores and 425-475 more franchised stores. Assuming average sales of 1 million euros per franchised store, sales would increase, ceteris paribus, by approximately 450 million euros; i.e. 4.5% of total sales. The net increase in stores would mainly come in Emerging Countries. Meanwhile, sales in France at ED stores are forecast to decline, in line with 2010 trends, as these stores are less attractive than DIA stores. The fall would be partially counterbalanced by the good performance in Emerging Countries and the rest of the mature markets, leaving a net negative impact of 300-400 million euros (approximately 3-4% of sales). 2012 Forecast increase in sales of 7.7%, driven mainly by: The impact for end customers of the average inflation for food products weighted by forecast sales by the company for 2012 of 2.8%. The net addition of 600-700 stores which, including the transfer of CO-CO stores to CO-FO franchises, entails 150-200 more CO-CO stores and 450-500 more franchised stores. Assuming average sales of 1 million euros per franchised store and approximately 1.5 million euros for CO-CO stores, sales would increase, ceteris paribus, by approximately 675-800 million euros; i.e. approximately 6-8% of total sales. The net increase in stores would mainly come in Emerging Countries. Furthermore, sales in France are expected to drop and although the decline will be partly offset by growth in emerging markets and other mature markets, a negative net impact of between Euros 100 million and 200 million euros (approximately 12% of sales) is still foreseen.

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2013 Forecast increase in sales of 9.8%, driven mainly by: The impact for end customers of the average inflation for food products weighted by forecast sales by the company for 2013 of 2.6%. The net addition of 700-800 stores which, including the transfer of CO-CO stores to CO-FO franchises, entails 200-300 more CO-CO stores and an increase of 400-500 in the number of franchised stores. The net increase in stores would mainly come in Emerging Countries. Assuming average annual sales of Euros 1 million for franchised stores, and approximately Euros 1.5 million euros for CO-CO stores, the increase in sales ceteris paribus would be between Euros 700 million and 900 million, i.e., approximately 6-8% of sales. Other income Other income is expected to increase due to reinvoicing of rentals borne by DIA and passed on to franchises (CO-FO). Costs above EBITDA Cost of sales Cost of sales calculated as a percentage of sales is expected to increase gradually due to the larger share of FO-FO and CO-FO sales over total sales, leading to lower operational leverage in this item. For the same volume of purchases, franchises generate lower sales than CO-CO stores given their lower gross margin, resulting in a higher cost of sales/sales margin. Cost of sales is expected to perform in line with the CPI for food products, with the impact passed on to end customers. The resilience of emerging countries is expected to boost gross margins there. The estimated supplier brand purchasing synergy losses expected to derive from the spin-off from Carrefour, mainly affecting Spain and France, from 2012 since an agreement has been signed with the Carrefour group to continue negotiating jointly in 2011, have been factored in. No own brand supplier purchase synergy losses have been estimated since an agreement was signed with the Carrefour group to continue negotiating jointly for a period of three years (see section 22.1 of this Registration Document).

Operating expenses Personnel expenses are expected to increase gradually in absolute terms, but decrease as a percentage of sales (except in 2011) due to the Groups increasing operational leverage in central services, as well as to the conversion of CO-CO stores into franchises.

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Advertising, utilities, repairs and maintenance costs are expected to remain steady, except for a 0.1pp decline in maintenance costs in 2013. Rental costs as a percentage of sales are expected to perform positively, thanks to improved market conditions in mature markets caused by the downturn in the local real estate markets and the benign inflation outlook for the forecast period. Other restructuring costs and income includes both costs related to the launch of restructuring plans and one-off expenses related to the IPO (approximately 13 million euros). These costs are expected to increase in 2011 before declining sharply in the rest of the period covered by the forecasts, since the restructuring plans are scheduled to be completed in 2013. The other operating expense items are expected to increase in line with business volume based on a number of assumptions, which are reasonable from a business standpoint according to their nature, volatility and significance. In addition, the negative impact of the spin-off from Carrefour has been factored in, especially the impact on personnel expenses (due to the need to hire additional staff to carry out tasks performed until now by Carrefour), and the positive impact on Other overheads (for the elimination of the consulting services provided by Carrefour).

Depreciation, amortization and impairment, and gains (losses) on disposal of fixed assets No changes to the years of useful life are expected for the depreciation and amortization of the DIA Groups assets. Therefore, no changes other than those already made at year-end 2010 (16 million euros in France) are expected. Depreciation and amortization expense is expected to increase from 2012 as a result of planned annual organic investment of between 300 million and 350 million euros, which is above the amount depreciated in each year. In 2011, a net increase in the expense is not expected since the recurrent increase in the charge is offset by the useful life reestimation in France explained previously. The investment indicated in the preceding paragraph is expected to be funded fully with cash flow from operations each year without the need to additional borrowings above the syndicated loan. No additional impairment charge is expected beyond that already recognized to date (8 million euros in 2010). As for gains or losses on disposals of fixed assets, disposals are expected to generate losses, above all in 2011, as the pace of store transformations to "DIA Market and DIA Maxi is likely to be similar to 2010, with a significant impact on France. The pace of transformations is expected to slow from 2012 and drop off considerably in 2013, when the transformation plan in mature markets concludes.

168

Net finance expense, income tax and profit/(loss) after tax from discontinued operations Net finance expense Part of this expense relates to funding investment in France and Emerging Countries, which amounted to a combined 13 million euros in 2010. The Group does not expect to increase borrowings beyond the syndicated loan to fund current operations. The forecast for financial results reflects the cost of debt assumed by the DIA Group, mainly derived from the syndicated loan (see section 10.3 of this Registration Document). From 2011, the accrual of the 15 million euros of arrangement fees for the syndicated loan is included, with an impact of 1.5 million euros in 2011 and 3 million euros in both 2012 and 2013. Planned investment is also expected to be funded internally and with the syndicated loan. As a result, the net financial debt/adjusted EBITDA cash ratio, as defined in section 3 of this Registration Document, is not expected to exceed 2x throughout the forecast period.

Income tax The income tax expense forecast is based on the effective tax rates in each country where the DIA Group operates and the utilization of tax assets in countries where they have been generated. In addition, in France, the business contribution on added value, BCAV (CVAE Cotisation sur la Valeur Ajoute des Entreprises), is included. The following one-off factors had a positive impact on income tax expense in 2010 amounting to 15 million euros: 28.4 million euros of restructuring costs and income, 16 million euros from the reestimation of the useful life of noncurrent assets in France, 8 million euros of impairment charges and 40.4 million euros of losses on disposals of fixed assets. Conversely, it was negatively affected by the 21.6 million euros of tax assessments for contingencies in the payment of corporate tax on transactions with related parties from 2004 to 2010, including interest costs and penalties. The 2011 income tax expense is expected to be affected positively by 25.6 million euros from the following one-off factors: 31.5 million euros of restructuring costs and income, 47.3 million euros of losses from disposals of fixed assets and 1.5 million euros of accrued borrowing costs from debt arrangement expenses related to the syndicated loan. The 2012 income tax expense is expected to be affected positively by 18.2 million euros from the following one-off factors: 15.5 million euros of restructuring costs and income, 37.6 million euros of losses from disposals of fixed assets and 3 million euros of accrued borrowing costs from debt arrangement expenses related to the syndicated loan.

169

The 2013 income tax expense is expected to be affected positively by 6.5 million euros from the following one-off factors: 4.1 million euros of restructuring costs and income, 13 million euros of losses from disposals of fixed assets and 3 million euros of accrued borrowing costs from debt arrangement expenses related to the syndicated loan.

Profit/(loss) from discontinued operations This item includes: (i) losses from operations from DIA Hellas, AE up until the companys sale in July 2010 to Carrefour Marinopoulos of 8,393 thousand euros, and (ii) gains on the sale of the company of 87,734 thousand euros in July 2010. No forecast has been made for results from discontinued operations for the 20112013 period. Adjusted EBITDA cash Adjusted EBITDA cash is expected to increase 6.5% to 540 million euros in 2011, equivalent to 5.4% of sales. The Forecast includes a CAGR 2010-2013 for adjusted EBITDA cash of 10%, starting from 507 million euros in 2010. The following chart shows the breakdown of sales and adjusted EBITDA cash by geographic segment in 2013 assuming fulfillment of the strategic lines of action described previously and considering the DIA Groups business performance until now: 2010
22% 26%

2013 (*)
c. 30% c. 25% c. 45%

Sales
52%

7% 19%

c. 20% c. 20%

Adjusted cash EBITDA

74%

c. 60%

Iberia
(*) c: circa

France Emerging Countries

170

Profit sensitivity analysis The DIA Group considers the following variables to have the greatest impact on DIAs forecast profit: Exchange rates of currencies in Emerging Countries against the euro: Argentine peso/euro, Brazilian real/euro, Turkish lira/euro and Chinese yuan/euro; Trends in the Euribor rate; Variability of sales in mature markets; Variability of expansion and, accordingly, of sales in Turkey and Brazil; and Change in losses from purchasing synergies caused by the separation from Carrefour

DIA has performed a sensitivity analysis on these variables, as follows. Sensitivity to exchange rates of currencies of emerging countries against the euro: Fluctuations in exchange rates of currencies of emerging countries against the euro can have a significant impact on DIAs earnings, leading to a decrease in profit if the euro depreciates or an increase if it appreciates. The sensitivity analysis shows a combined impact on profit for the period of a 5% depreciation in the Argentine peso/euro, Brazilian real/euro, Turkish lira/euro and Chinese yuan/euro exchange rates in 2011, as well as in 2012 and 2013, compared to the exchange rates used. It also shows the impact of a similar appreciation by the exchange rates in the same periods. The Forecast is based on the assumption that there are no changes in exchange rates from the average rates for 2010; i.e.: 5.18 Argentine pesos/euro; 2.33 Brazilian reais/euro; 2 Turkish lira/euro and 9 Chinese yuan/euro Impact on forecast profit for the year:
(Thousands of euros) 5% annual depreciation 2011, 2012 and 2013 (vs. average exchange rate in 2010) 5% annual appreciation in 2011, 2012 and 2013 (vs. average exchange rate in 2010) 2011 280 2012 (739) 2013 (4,036)

(309)

859

4,931

171

Sensitivity to trends in the Euribor rate Fluctuations in the benchmark interest rates of DIAs financing -mainly the 3month Euribor as the syndicated loan is indexed to this rate- can have a significant impact on the companys results, reducing profit if interest rates rise and increasing them if they fall. This sensitivity analysis shows the impact on profit for the year of a 100bp (basis points) increase in the rate forecast for year-end 2011 (i.e. 3% vs. 2%) with two half-yearly 50bp increases (in line with the Forecast) until the end of 2013. Impact on forecast profit for the year:
(Thousands of euros) 3% benchmark interest rate at 12/31/11 and additional 50bp half-yearly increases (+1pp at 12/31/11 vs. the 3-month Euribor rate included in the Forecast) 1% benchmark interest rate at 12/31/11 and additional 50bp half-yearly increases (-1pp at 12/31/11 vs. the 3-month Euribor rate included in the Forecast) 2011 (3,255) 2012 (6,107) 2013 (5,618)

3,255

6,107

5,618

Sensitivity to trends in sales in mature markets The sensitivity analysis shows the impact on DIAs profit for the year of a 2% increase or decrease in sales in mature markets each period with respect to the levels included in the Forecast. The nature of DIAs main costs was considered to calculate the potential impact on profit of changes in sales. Impact on forecast profit for the year:
(Thousands of euros) Change of -2% in sales each year (compared to sales included in the Forecast) Change of 2% in sales each year (compared to sales included in the Forecast) 2011 (13,960) 2012 (14,690) 2013 (15,241)

13,960

14,690

15,241

Sensitivity to trends in sales in Turkey This sensitivity analysis shows the impact on DIAs profit of a 5% increase or decrease in sales in Turkey in each year with respect to the levels included in the Forecast. Turkey is an emerging market for DIA and the country with largest forecast growth in sales. Therefore, DIA considers that the variability of sales and, as a result, of profit, could be greater than with mature markets. The nature of DIAs main costs was considered to calculate the potential impact on profit of changes in sales.

172

Impact on forecast profit for the year:

(Thousands of euros) Change of -5% in sales each year (compared to sales included in the Forecast) Change of 5% in sales each year (compared to sales included in the Forecast) 2011 (2,678) 2012 (4,125) 2013 (5,950)

2,678

4,125

5,950

Sensitivity to trends in sales in Brazil Brazil is an emerging market for DIA and the country with largest forecast growth in sales after Turkey. The sensitivity analysis shows the impact on DIAs profit of a positive or negative change in sales of 2% in Brazil for each year compared to the levels included in the Forecast. The nature of DIAs main costs was considered to calculate the potential impact on profit of changes in sales. Impact on forecast profit for the year:
(Thousands of euros) Change of -2% in sales each year (compared to sales included in the Forecast) Change of 2% in sales each year (compared to sales included in the Forecast) 2011 (1,179) 2012 (1,397) 2013 (1,698)

1,179

1,397

1,698

Sensitivity to the variability of the impact on cost of sales of the separation from Carrefour The sensitivity analysis shows the impact on DIAs profit of a 10% positive or negative change in the loss of supplier brand purchasing synergies arising from the separation from Carrefour in each year with respect to the amount included in the Forecast. The analysis starts from 2012, as a partnership arrangement with Carrefour has been extended until the end of 2011. Impact on forecast profit for the year:
(Thousands of euros) Change of 10% in the impact of the loss of supplier brand purchasing synergies (compared to the loss of synergies included in the Forecast) Change of -10% in the impact of the loss of supplier brand purchasing synergies (compared to the loss of synergies included in the Forecast) 2011 2012 (2,922) 2013 (3,069)

2,922

3,069

173

13.4

If a profit forecast in a prospectus has been published which is still outstanding, then provide a statement setting out whether or not that forecast is still correct as at the time of the registration document, and an explanation of why such forecast is no longer valid if that is the case. Not applicable.

174

14. 14.1

ADMINISTRATIVE, MANAGEMENT, AND SUPERVISORY BODIES AND SENIOR MANAGEMENT Name, business address and position with the Issuer of the following persons, indicating the principal activities they engage in apart from the Issuer, if those activities are significant with respect to the Issuer Members of the administrative, management or supervisory bodies Members of the administrative body Administration of the Company is in the form of a board of directors. At the date of registration of this Registration Document, the board of directors is comprised of six members, whose positions on the board are as set forth below, in addition to the non-director Secretary and Assistant Secretary: Name Mr. Ricardo Currs de Don Pablos Carrefour Socit Anonyme, its individual representative being Mr. Jos Carlos Gonzlez Hurtado Mr. Vincent Abello Norfin Holder, S.L., its individual representative being Mr. Bernard Carrel Billiard Mr. Diego Cavestany de Dalmases Mr. Antonio Arnanz Martn Mr. Jos Antonio de Francisco Blanco Mr. ngel Ignacio Rivas Pino Position Chairman (with management functions) Vice Chairman

14.1.1 (i)

Member Member

Member (with management functions) Member (with management functions) Non-Director Secretary Non-Director Assistant Secretary

All of the members of the board of directors have been appointed at the proposal of Carrefour Socit Anonyme. Nevertheless, in accordance with decisions taken by the Company's sole shareholder on 9 May 2011, it is contemplated that the Company's board of directors will be comprised of ten (10) directors at the time of the admission to trading of the Company's shares. The board of directors is expected to be comprised of Mr. Ricardo Currs de Don Pablos, who will be the managing director, of two proprietary directors (Mr. Nadra Moussalem and Mr. Nicolas Brunel) who will be appointed by Blue Capital S..r.l. (the principal shareholder of Carrefour Socit Anonyme with an 11.09% interest in capital, which will hold the same interest in

175

the capital of DIA) and of seven independent directors. Regarding the latter, it is contemplated that their treatment as independent directors will be submitted for ratification of the appointments and remuneration committee, once it is formed after the admission of the Company's shares to trading. It also is contemplated that the composition of the board of directors at the time of the admission to trading of the Company's shares will be as follows: Nature of the position Independent Inside Independent Independent Independent Independent Independent Independent Proprietary Proprietary

Name Ms. Ana Mara Llopis Mr. Ricardo Currs de Don Pablos Mr. Julin Daz Gonzlez Mr. Richard Golding Mr. Mariano Martn Mampaso Mr. Pierre Cuilleret Ms. Rosala Portela Mr. Antonio Urcelay Alonso Mr. Nadra Moussalem Mr. Nicolas Brunel

Position Chairman Member (*) Member Member Member Member Member Member Member Member

(*) It is also contemplated that Mr. Ricardo Currs de Don Pablos will be appointed Managing Director of the Company.

The secretary and assistant secretary of the new board of directors, who are not expected to be directors, will be appointed at a later date. Information regarding management expertise and experience Brief descriptions of the professional and academic careers of the directors as at the date of this Registration Document are set forth below:

176

Director
Mr. Ricardo Curras de Don Pablos

Background
Born in Germany in 1962. Degree in Mathematics from the Universidad Complutense de Madrid and Masters in Business Administration (MBA) from the Instituto de Empresa. After a short stay with Arthur Andersen, he joined the DIA Group in 1986 as a management control analyst. In 1991 he became a part of the Commercial Management Department, as Own Brand Manager. In 1994 he took responsibility for the Retail Operations and Logistics Department, and in 1997 he was appointed the Business Manager of the DIA Group. In 2006 he became a member of the Management Committee of the Carrefour Group, as Senior Manager, DIA Espaa. In May 2009 he was appointed Senior Manager and chief executive of the DIA Group, and also a member of the Executive Committee of the Carrefour group.1 Born in Spain in 1960. Law degree from the Universidad Central de Barcelona and Masters in Business Administration from the Instituto de Estudios Superiores de la Empresa. After a stint with Price Waterhouse Coopers in Barcelona, he joined DIA in 1988 as Manager of Expansion in the Regional Centre of Catalonia. In 1989 he became the Regional Director of Expansion in Catalonia. In 1991 he was appointed Director of the Regional Centre of Andalusia, and in 1998 he was appointed General Manager of DIA Portugal. He assumed responsibility as Senior Manager for Asia in 2000. Since 2010 he has been Senior Manager for Operations of DIA Espaa. Born in Spain in 1960. Masters in Business Administration from the Instituto de Empresa. He began work with DIA in 1981 in the accounting department. In 1983 he was given the responsibility of creating the Treasury department. In 1985 he joined the Management Control department, and was appointed as the head of Management and Treasury Control in 1988. In 1991 he was appointed controller of the DIA Group. In 1992 he was appointed Financial Manager of DIA Internacional. In 2006 he assumed responsibility for the Financial Office of DIA Espaa. Currently, since August 2010, he is and has been Financial Manager of the DIA Group. Born in France in 1975. Masters in Business Administration from the EDHEC business school. After a time working in the Mergers and Acquisitions department of SG Cowen in New York and Socit Gnrale (in Paris and Milan), he joined the Carrefour group in 2005. Currently he is Manager of Mergers and Acquisitions for the Carrefour group.

Mr. Diego Cavestany de Dalmases

Mr. Antonio Arnanz Martn

Mr. Vincent Abello

It is contemplated that, upon separation of the DIA Group from the Carrefour group, Mr. Ricardo Curras de Don Pablos will cease to serve as such within the latter.

177

Director
Mr. Jos Carlos Gonzlez Hurtado (individual representative of Carrefour Socit Anonyme)

Background
Born in Spain in 1964. A graduate in Law and Business Administration and Management from the Universidad Pontificia de Comillas (ICADE), where he also served as a professor. He joined Procter & Gamble in 1989, holding various positions in that company in different countries until October 2009. In December of that year he joined the Carrefour group as Group Chief Commercial Officer and a member of the Executive Board of the Carrefour group. Born in France in 1962. After pursuing postgraduate courses in International Business Law, and after a three-year stint with the Delmas-Vieljeux group, he joined the Promods group as general counsel. Appointed as the corporate legal director in 1998, he continued in that position within the Carrefour group after the merger of the Promods group and the Carrefour group that was consummated in March 2000. After having been secretary of the board and supervisory board of Carrefour S.A., he now is secretary of its board of directors. He also is an administrator of Norfin Holder, S.L., acting as representative of that company on the board of directors of DIA.

Mr. Bernard Carrel Billiard (individual representative of Norfin Holder, S.L.)

Brief descriptions of the professional and academic careers of the future directors of the Company are set forth below: Director
Ms. Ana Mara Llopis

Background
Physics Degree from the University of Maryland. Doctorate in Materials Engineering from the University of Berkeley. After stints with Procter & Gamble, Banesto and Schweppes she was the founder and managing director of Openbank, after which she was a member of the Supervisory Board of ABN Amro. Until April 2011 she was a director of British American Tobacco. See preceding information.

Mr. Ricardo Currs de Don Pablos Mr. Julin Daz Gonzlez

A graduate in Business Administration and Management from the Universidad Pontificia de Comillas (ICADE). After stints with TNT Leisure, S.A., Aldeasa, Aeronuticas de Mxico S.A. de CV and Deor S.A. de CV he joined Latinoamericana Duty-Free, S.A. de CV. Since 2004 he has served as managing director and a member of the board of directors of Dufry AG

178

Director
Mr. Richard Golding

Background
Degree in Business Administration from London Thames University. Over his professional career he has served, inter alia, in the following positions: marketing manager of the Cadbury Schweppes group, managing director of Aspro Ocio, managing director and Chairman of Dorna Promocin del Deporte, managing director of Two Wheel Promotion, Chairman for the tobacco business and a part of the food business of RJR Nabisco for Spain, Portugal, Italy, France, Andorra and the United Kingdom. Currently he is the Chief Executive and member of the board of the Parques Reunidos group. Degree in Economics. He joined Procter & Gamble in 1976, remaining with it for 33 years until his retirement as worldwide chairman for sales of the company in June 2009. Currently he is a director of Zinkia, also being a member of the board of directors of AECOC, of the Governing Board of GS1 US and of the Executive Committee of Global Commerce Initiative. Born in France. A graduate of the HEC of Paris. He studied at the University of Berkeley. After a stint with the Bouygues group in the United Kingdom and with Gemini Consulting in France, he founded The Phone House in 1996. In 2000 he became the managing director of the insurance group of The Carphone Warehouse Group Plc. Since August 2005 he has held the position of managing director of Micromana. In 2011 he was appointed Senior Vice President of Gamestop. Degree in Economics from the Universidad Complutense de Madrid. Masters degree in Economics from the University of Memphis. After a lengthy stint with Procter & Gamble she worked for Repsol, Kimberly Clark and Telefnica. Thereafter she transferred to ONO, where she currently is managing director. She has broad experience in the consumer goods sector, the retail food sector and the telecommunications sector. Law degree from the Universidad Complutense de Madrid (1984), he worked in the marketing department of Procter & Gamble (1984-1985), was general manager of Ahold Espaa (1984-1985), worked in the law offices of J y B Cremades (1985-1990), was general manager of the supermarket chain Digsa S.A. (1985-1993) and of Leche Pascual, S.A. (19931996). In 1996 he joined Toys R Us Europe, currently serving as chairman of Toys R Us Europe, with responsibility in the operations of this company in France, Germany, Spain, the United Kingdom, Austria, Portugal, Poland and Switzerland, and as a member of the Executive Committee of Toys R Us Inc. In addition he is a member of the Managing Board of AECOC, an association of manufacturers and distributors.

Mr. Mariano Martn Mampaso

Mr. Pierre Cuilleret

Ms. Rosala Portela

Mr. Antonio Urcelay Alonso

179

Director
Mr. Nadra Moussalem

Background
A French citizen. He holds a Masters Degree in Information and Communications Technology from the cole Centrale de Lyon. He joined Colony Capital in 2000, and was named General Manager in 2007 and Principal in 2010. He is responsible for identification, evaluation, consummation and management of European investments. Currently he is a member of the Board of Edenred S.A., a director of Sisters Soparfi S.A. and General Manager of Cedar Trust S. r.l. Born in France. He is a graduate of the Political Studies Institute of Paris and holds a Masters degree in Business Administration (MBA) from the ESSEC business school. After working in the Corporate Development Department of Danone and the Paris office of The Carlyle Group, he joined LVMH/Groupe Arnault in 2002, where he is responsible for supervising operations of the public and private companies in which LVMH/Groupe Arnault holds shares.

Mr. Nicolas Brunel

Nature of any family relationship There is no family relationship whatsoever among the persons referred to under this subheading, in the sense of the definition of "close relatives" set forth in the applicable rules on related party transactions (Order EHA/3050/2004 of 15 September 2004 on information on related party transactions that must be submitted by companies issuing securities and admitted to trading on official secondary markets). Name of all companies and associations with respect to which the members of the administrative body have, at any time over the prior five years, been members of the administration, management and supervision bodies, or partners, indicating whether the person continues in that position Set forth below are the positions held by the current directors of the Company, indicating whether the position is currently in effect:
Director Company Business Current Position

Mr. Ricardo Currs de Don Pablos

Finandia, E.F.C., S.A.U. Norfin Holder, S.L. (*) Dia Sabanci Supermarketleri Ticaret Anomin Sirketi

Finance Distribution Distribution

Yes Yes Yes

Director Director Director

Carrefour Socit Anonyme

Norfin Holder, S.L. Carrefour Organisation et Systemes Groupe SAS CRFP 10 CRFP 11

Distribution Computing

Yes No

Chairman Chairman

Holding Holding

Yes Yes

Chairman Chairman

180

Director

Company

Business

Current

Position

CRFP 12 CRFP 13 CRFP 14 CRFP 15 CRFP 4 Carrefour Marinopoulos Mr. Jos Carlos Gonzlez Hurtado Mr. Vincent Abello Norfin Holder, S.L. Mr. Bernard Carrel Billiard -

Holding Holding Holding Holding Holding Distribution -

No Yes Yes Yes Yes Yes -

Chairman Chairman Chairman Chairman Chairman Director -

Centros Comerciales Carrefour, S.A. Carrefour Coordination Centre

Distribution

Yes

Director

Cash management Holding Holding Holding Venture capital Holding Distribution Distribution

Yes

Legal representative (Manager) Director Director Director Director

Fourcar Belgium GMR Northshore Participations Sercar

Yes Yes Yes Yes

South Med Investments Norfin Holder, S.L. Centros Comerciales Carrefour, S.A.

Yes Yes Yes

Director Director Representative of the director Carrefour Nederland BV Representative of the director Centros Comerciales Carrefour, S.A. Chairman Legal representative (Manager) Member of the Management Committee Chairman Legal representative (Manager)

Carrefour Property Espaa, S.L.

Real estate

Yes

Bearbull Boedim

Holding Holding

Yes Yes

Carrefour Property

Real estate

Yes

CRFP 8 CRFP 1

Holding Holding

Yes No

181

Director

Company

Business

Current

Position

Dauphinoise de Participations Tourangelle de Participations

Holding Holding

Yes Yes

Chairman Representative of the director Dauphinoise de Participations Legal representative (Manager) Legal representative (Manager) Chairman Director Chairman Member of the Supervision Committee Member of the Supervision Committee Representative of the directors Dauphinoise de Participations and Bearbull Director Director Director Member of the Management Committee Chairman Chairman Legal representative (Manager) Director

Hyparmo

Real estate

Yes

PRM

Holding

Yes

Carrefour Insurance Carrefour Property Italia Velasquez Carrefour Nederland BV

Insurance Real estate Reinsurance Holding

Yes Yes Yes Yes

Fourcar BV

Holding

Yes

Carrefour Romania

Distribution

Yes

Intercross Roads UK Hyperdema Promohypermarkt AG Carrefour Property France

Holding Holding Holding Real estate

Yes Yes Yes Yes

Hyparlo Hyparlo France Intercrossroads Lux

Distribution Holding Holding

Yes Yes No

Carrefour B2B

Information Technology Consulting

No

Mr. Diego Cavestany de Dalmases Mr. Antonio Arnanz Martn

DIA Tian Tian (Shanghai) Management Consulting Service & Co. Ltd. Finandia, E.F.C., S.A.U. Twins Alimentacin, S.A.U. Pe-Tra Servicios a la Distribucin, S.L.U.

No

Director

Finance Distribution Distribution

Yes No No

Director Director Representative of Sole Administrator

182

Director

Company

Business

Current

Position

Norfin Holder, S.L. (*)

Distribution

Yes

Director

(*) Both Mr. Ricardo Currs de Don Pablos and Mr. Antonio Arnanz Martn soon will resign as directors of Norfin Holder, S.L.

In addition, it is noted that, at the date of registration of this Registration Document, none of the directors (with the exception of Carrefour Socit Anonyme (since it is the parent of the Carrefour group) and Norfin Holder, S.L. (as the sole shareholder of DIA)) has notified the Company of their ownership of material interests in the capital of entities that have the same, a comparable or a complementary business to the business that constitutes the corporate purpose of both the Company and its group. Set forth below are the positions held by the future directors of the Company, indicating whether the position is currently in effect:
Director Company Business Current Position

Ms. Ana Mara Llopis

Global Ideas4all, S.L

Strategic consulting, preparation of development plans, market research, publishing, multichannel distribution Tobacco industry

Yes

Managing director

British American Tobacco, p.l.c.

No

Outside director Member of the appointments and remuneration committee Member of the audit committee Member of the corporate social responsibility committee

ABN AMRO BANK, N.V.

Provision of financial services inherent in a lending institution

No

Outside director Member of the audit committee and supervision committee

Service Point Solutions, S.A.

Provision of company valuation services, advice and studies

Yes

Outside director Chairwoman of the remuneration committee

Music Intelligent Solutions, Inc. (formerly called Polyphonic Human Media Interface)

Provision of digital services with musical and video content

Yes

Proprietary director

183

Director

Company

Business

Current

Position

Member of the special working group on the good governance of listed companies

On proposal of the Chairman of the CNMV, she was appointed as a private sector member by the Secretary of State for the Economy

No

Independent member of the Special Working Group to advise the CNMV regarding standardisation and updating of recommendations in the Olivencia and Aldama Reports on good governance of listed companies Independent member of the Advisory Board

Member of the Advisory Board regarding the text of the Electronic Administration Act

Advisor on the text of the Electronic Administration Act, working for exminister Mr. Jordi Sevilla and for Ms. Elena Salgado Fostering cultural exchange, especially as regards the plastic arts, between Latin America and Spain

No

Fundacin Jos Flix Llopis

Yes

Vice Chairwoman

Mr. Ricardo Currs de Don Pablos Mr. Julin Daz Gonzlez

See preceding information.

Dufry AG

Retailing

Yes

Managing Director Executive Chairman and Director Vice Chairman Vice Chairman Chairman and member of the Executive Committee Chairman, Inside Director Director

Dufry AG

Retailing

Yes

Dufry South America Duty Free Caribbean Holdings Dufry South Africa

Retailing Retailing Retailing

Yes Yes Yes

Mr. Richard Golding Mr. Mariano Martn

Parques Reunidos Group

Amusement parks

Yes

Procter & Gamble Zinkia

Consumer goods Communications media Videogame distribution

No Yes

Mr. Pierre Cuilleret

GameStop

Yes

Senior vice president

184

Director

Company

Business

Current

Position

Micromana

Videogame distribution Development (nonprofit) of companies Retail sale of mobile telephones

Yes

Managing Director Mentor

Institut du Mentorat Entrepreneurial

Yes

The Phone House

No

Founder and Managing Director -

Ms. Rosala Portela

Telyco

Retail sales, telecommunications Distribution, telecommunications Retail sale of food Telecommunications

No

TTP

No

Zena ONO

No Yes

Chairwoman Managing Director Representative of the director Paurig, S.L., a company owned by him Director

Mr. Antonio Urcelay Alonso

The Beauty Bell Chain, S.L.

Perfumes

Yes

La Sirena Alimentacin Congelada, S.L.U. Nutrexpa, S.L.

Distribution of frozen foods Food manufacturer

Yes

Yes

Representative of the Advisory Board member Paurig, S.L., a company owned by him Member of the Managing Board

Asociacin Espaola de Codificacin Comercial (AECOC) Toys R Us Real Estate, S.L.

Manufacturers and distributors association Owner of various centres operated by Toys R Us in Spain Holding Retail furniture and decor

Yes

Yes

Chairman of the board of directors

Toys R Us Madrid, S.L. Ka International, S.L.

Yes No

Director Representative of the director Paurig, S.L., a company owned by him Member of the Board and Audit Committee General Manager

Mr. Nadra Moussalem

Edenred S.A.

Business services

Yes

Cedar Trust S..r.l.

Financial

Yes

185

Director

Company

Business

Current

Position

Sisters Soparfi S.A. Front de Seine Participations SAS Front de Sei Hotel S.A. Mr. Brunel Nicols Paprec Group SAS

Financial Financial

Yes No

Director Director

Hotels Environmental recycling

No Yes

Director Member of the Supervision Committee Member of the Supervision Committee Director Member of the Committee Director Observer

Banijay Holding SAS

Production of television content

Yes

Weka Entertainment SA Financire Next SAS

Internet gaming Manufacture of toys

Yes Yes

Lansay SA Seamobile Inc.

Manufacture of toys Telecommunications services Interactive services

Yes Yes

En Direct Avec SAS

Yes

Member of the Strategic Committee Observer Chairman of the Supervisory Board Member of the Supervisory Board Member of the Supervisory Board

Betfair Group Limited Lyparis SAS

Internet wagering On-line travel

No No

Publications SAS

Professionnelles

B-to-B Publication

No

Crossject SA

Medical instruments

No

It is noted that, at the date of registration of this Registration Document, none of the future directors has notified the Company of their ownership of material interests in the capital of entities that have the same, a comparable or a complementary business to the business that constitutes the corporate purpose of both the Company and its group. Any conviction of a fraudulent crime for at least the last five years; information regarding any bankruptcy, suspension of payments or liquidation in which the person was involved for at least the last five years, details of any official public accusation and/or sanction by statutory authorities or regulators (including the appointed professional bodies) and whether that person has been disqualified from acting as a member of

186

administrative management or supervision bodies of an Issuer or from acting in management of matters of an Issuer for at least the last five years According to the information provided to the Company by the current and future members of the board of directors, it is noted that none of them: (a) (b) has been convicted of a fraudulent crime in the five (5) years prior to the date of approval of this Registration Document; is related to any bankruptcy or liquidation of a commercial company in which the director acted as a member of the board of directors or as a senior manager in the five (5) years prior to the date of approval of this Registration Document; has been publicly and officially accused or sanctioned by statutory or regulatory authorities (including the appointed professional bodies) or disqualified by any court from acting as a member of the administration, management or supervisory bodies of an issuer or acting in management of the affairs of an issuer in the five (5) years prior to the date of approval of this Registration Document.

(c)

(ii)

Members of the management and supervisory bodies Currently there are no committees within the board of directors. Nevertheless, upon admission to trading of the Company's shares, under the articles of association that will apply thereafter, it is contemplated that there will be, on the one hand, an audit and compliance committee and, on the other, a appointments and remuneration committee.

14.1.2

Limited partners, in the case of a limited partnership with shares: Not applicable, because it is a public limited company.

14.1.3

Founders, if the Issuer has been established for fewer than five years: Not applicable, because the Company was formed more than five (5) years ago.

14.1.4

Any senior manager who is relevant to establishing that the Issuer has the appropriate expertise and experience for the management of the Issuer's business: Listed below are the persons comprising the Company's senior management at the date of this Registration Document, including the Company's chief executive.
Name Mr. Ricardo Currs de Don Pablos Mr. Juan Cubillo Jordn de Urries Position Chief Executive, DIA Group Start date of current position May 2009

Business and Merchandise Manager, DIA Group

August 2010

187

Name Mr. Diego Cavestany de Dalmases Mr. Antonio Coto Gutirrez

Position Senior Manager for Operations, DIA Espaa

Start date of current position August 2010

Senior Manager for the Americas and Partners Senior Manager for Portugal, Turkey and China Senior Manager for France Financial Manager, DIA Group Corporate and Human Resources Development Manager, DIA Group Organisation and Systems Manager, DIA Group General Counsel, DIA Group

August 2010

Mr. Javier La Calle Villaln

August 2010

Mr. Bruno Pertriaux Mr. Antonio Arnanz Martn Ms. Concepcin Bravo Cabanillas Mr. Ignacio Goslbez Quintana

January 2008 August 2010 August 2010

October 1984

Mr. Miguel ngel Iglesias Peinado

July 2004

Information regarding management expertise and experience Set forth below is an explanatory table containing descriptions of the background of each of the executives of the Company and the DIA Group, as regards education and management experience. Executive
Mr. Ricardo Currs de Don Pablos Mr. Juan Cubillo Jordn de Urries

Background
See section 14.1.1 above Born in Spain in 1963. Doctorate in Forestry from the Universidad Politcnica de Madrid and Masters in Business Administration from the Escuela de Organizacin Industrial de Madrid. Prior to joining the DIA Group he held various positions with Andersen Consulting and KNox DArcy. He joined the DIA Group marketing department in 1994. In 1996 he was made head of Liquids and Savoury Food Products In 1997 he was appointed as the Manager of Own Brand Purchases at the Carrefour group headquarters. In 1999 he returned to the DIA Group as International Perishables Manager. In 2000 he was appointed as Business Manager, DIA Portugal. In 2005 he was appointed as Food Business Manager, Carrefour group. In 2008 he was appointed Partners Manager, DIA Group. In 2009 he was Business Manager, DIA Group, in August 2010 being appointed as Business and Merchandise Manager, DIA Group.

188

Executive
Mr. Diego Cavestany de Dalmases Mr. Antonio Coto Gutirrez

Background
See section 14.1.1 above Born in Spain in 1960. Civil Engineer, Universidad Politcnica de Madrid. Degree in Economics and Business Administration from the Universidad Nacional de Educacin a Distancia. Food Industry Management, from Marshal School of Business, University of Southern California. After a brief stint with Arthur Andersen, he joined the DIA Group in 1986 as Controller. In 1988 he was appointed Manager of Planning and Control, in addition to heading the Franchises Project. In 1989 he was appointed Assistant General Manager of the DIA Group, simultaneously having the following responsibilities: from 1989 to 1992, head of Acquisitions in Spain; and from 1992 to 1997 head of International Expansion for the DIA Group. In 1997 he was appointed as General Manager of the DIA Group in Argentina, and in 1999 as Senior Manager for Latin America. From August 2010 to date, in addition to being Senior Manager for Latin America, he has been responsible for Partners and Franchises within the DIA Group. Born in Spain in 1960. Degree in Law and Graduate in Business from Universidad Pontificia Comillas Instituto Catlico de Administracin y Direccin de Empresas. Masters in Business Administration from the Instituto de Estudios Superiores de la Empresa. He joined DIA as a Deputy Business Manager in 1985. In 1996 he assumed various responsibilities as head of Marketing, Business Manager and General Manager for Business. In 1996 he was appointed Own Brands Business Manager of the Promods Group in Paris. In 1999 he took responsibility as Deputy Supermarkets Manager, North, in Buenos Aires. In 2000 he assumed the position of New Business Manager of the DIA Group, again being the Business Manager of the DIA Group in 2006. In 2009 he was appointed as Senior Manager of the DIA Group in Greece and Turkey, in addition to Manager of New Retail Formats. From August 2010 to date he has been the Senior Manager of the DIA Group in Portugal, Turkey and China.

Mr. Javier La Calle Villaln

189

Executive
Mr. Bruno Pertriaux

Background
Born in France in 1961. Brevet Technicien Suprieur in Business Administration from CNED de Vanves. Prior to his experience with DIA he was Assistant Manager of an Auchan store in 1984, and Supermarket and Stock Manager in 1985. In 1989 he was appointed Business Manager of Continente / Champion. He joined the DIA Group in 1991 as Business Manager of DIA France in Paris. In 1996 he was named Operations Manager for Parking Stores for DIA Espaa. In 1996 he was appointed as International Business Manager In 1998 he assumed responsibility for the DIA Group in Turkey as Senior Manager. In 2002 he was appointed as Deputy Senior Manager for ED France and the head of the Business Office. Since 2008 he has been the Senior Manager of ED France. See section 14.1.1 above Born in Spain in 1962. Degree in Computer Sciences, specialising in Journalism, from the Universidad Complutense. She joined the DIA Group in 1987 in the Operations area as an instructor. In 1988 she was appointed as the head of Training in the Centro Regional Centre. In 1999 she assumed responsibility for training and hiring in Spain. In 1996 she was appointed as the head of Human Resources Development, assuming the function of International Human Resources Development Manager in 1999. In 2006 she was appointed as Corporate and International Human Resources Manager. From August 2010 to date she has been Corporate and Human Resources Development Manager of the DIA Group. Born in Spain in 1956. Degree in computers from the Universidad Politcnica de Madrid and Masters in Business Administration from the Instituto de Estudios Superiores de la Empresa. Prior to joining the DIA Group he served in various positions with the Instituto Nacional de Previsin, under the Ministry of Labour, with Sociedad General Espaola de Librera and with the Alfaro company. He joined the DIA Group in 1984 as Organisation and Systems Manager of the DIA Group. Born in Spain in 1965. Law Degree, Universidad Complutense. LLM from the Centro de Estudios Financieros. Masters degree in Human Resources from the Colegio de Psiclogos. Certificate in Labour Law from the Escuela de Prctica Jurdica. He joined the DIA Group in 1990, and after serving in various positions in the Expansion area of the Company, took responsibility for Law and Labour Relations in Spain in 1997. From July 2004 to date he has been the General Counsel of the DIA Group.

Mr. Antonio Arnanz Martn Ms. Concepcin Bravo Cabanillas

Mr. Jos Ignacio Goslbez Quintana

Mr. Miguel ngel Iglesias Peinado

190

Nature of any family relationship There is no family relationship whatsoever of the persons referred to under this subheading, or between them and the members of the board of directors referred to in section 14.1(a)(i) above, in the sense of the definition of "close relatives" in the regulations applicable to related party transactions (Order EHA/3050/2004 of 15 September 2004 on information on related party transactions that must be provided by companies issuing securities admitted to trading on official secondary markets). Name of all companies and associations with respect to which the senior managers have, at any time over the prior five years, been members of the administration, management and supervision bodies, or partners, indicating whether the person continues in that position Set forth below are the positions held by the senior managers of the DIA Group over the last five years, indicating whether the position is still held:
Executive Company Business Current Position

Mr. Ricardo Currs de Don Pablos Mr. Antonio Coto Gutirrez Mr. Javier La Calle Villaln

See section 14.1.1 above

DIA Argentina S.A.

Distribution

Yes

Director

DIA Portugal Supermercados, Sociedade Unipessoal, LDA Diasa Dia Sabanci Supermarketleri Ticaret Anonim Sirketi DIA Tian Tian (Shanghai) Management Consulting Service & Co. Ltd. Shanghai DIA Retail Co. Ltd. Beijing DIA Commercial Co. Ltd. DIA Hellas A.E.

Distribution

Yes

Director

Distribution

Yes

Director

Consulting

Yes

Director

Distribution Distribution Distribution Distribution Franchising Real estate Portfolio Management / Consulting Distribution Distribution

Yes Yes No

Director Director Director Chairman Chairman Chairman Chairman

Mr. Bruno Pertriaux

SAS ED SAS ED Franchise SAS Immobilire Erteco Erteco SAS

Yes Yes Yes Yes

Bladis, S.A. Socit Nouvelle de Magasins ED Mr. Antonio Arnanz Martn See section 14.1.1 above

Yes No

Director Chairman

191

Executive

Company

Business

Current

Position

Mr. Miguel ngel Iglesias Peinado

Finandia, E.F.C., S.A.U. Twins Alimentacin, S.A.U.

Finance Distribution

Yes Yes

Director Director

In addition, it is noted that, at the date of registration of this Registration Document, none of the senior managers has notified the Company of their ownership of material interests in the capital of entities that have the same, a comparable or a complementary business to the business that constitutes the corporate purpose of both the Company and its Group. Any conviction of a fraudulent crime in at least the last five years; information regarding any bankruptcy, suspension of payments or liquidation in which the person was involved in at least the last five years, details of any official public accusation and/or sanction by statutory authorities or regulators (including the appointed professional bodies) and whether that person has been disqualified from acting as a member of administrative management or supervision bodies of an Issuer or from acting in management of matters of an Issuer in at least the last five years Based on the information provided to the Company by the senior managers, it is noted that none of them: (a) (b) has been convicted of a fraudulent crime in the five (5) years prior to the date of approval of this Registration Document; is related to any bankruptcy or liquidation of a commercial company in which the director acted as a member of the board of directors or as a senior manager in the five (5) years prior to the date of approval of this Registration Document; and has been publicly and officially accused or sanctioned by statutory or regulatory authorities (including the appointed professional bodies) or disqualified by any court from acting as a member of the administration, management or supervisory bodies of an issuer or acting in management of the affairs of an issuer in the five (5) years prior to the date of approval of this Registration Document.

(c)

14.2

Conflicts of interest of the administrative, management and supervisory bodies, and senior managers During the term covered by the historical financial information up to the date of registration of this Registration Document, according to the information provided to the Company, neither the members of the board of directors (current and future) of the Company nor the senior managers referred to in section 14.1 above have any conflict of interest between their duties to the Company and their private or other interests, nor do they, except as indicated below, engage in activities on their own behalf or on behalf of others that are the same as or comparable or complementary to the activity constituting the corporate purpose of the Company,

192

as contemplated in article 229 of the Capital Companies Act: the future director Mr. Antonio Urcelay Alonso is a director of La Sirena Alimentacin Congelada, S.L.U., a company engaged in the retail sale of frozen food products. He also is the individual representative of Paurig, S.L., a company owned by him that is a member of the advisory board of Nutrexpa, S.L., a supplier of the DIA Group. 14.2.1 Definition of conflict of interest Under article 27 of the board of directors regulation, approved by the Company's board of directors on 25 March 2011 and to become effective at the time of admission to trading of the Company's shares, a conflict of interest is deemed to exist in those cases in which there is a direct or indirect conflict of the interest of DIA or the companies in the Group and the personal interest of the director. There is a personal interest of a director when the matter affects the director or a related person. For purposes of the regulation persons related to directors are those treated as such under current article 231 of the Capital Companies Act. 14.2.2 Duties regarding conflicts of interest under board of directors regulation Article 27.3 and 4 of the board of directors regulation provides that: 3. Conflicts of interest will be governed by the following rules:

(a) The director will avoid situations that could result in a conflict of interest between the Company and the director or related persons; (b) In any event, the director will, upon learning thereof, notify the board of directors of the existence of conflicts of interest; (c) In any event, the director must refrain from attending and participating in deliberations and votes affecting matters in which they have a personal interest; in this regard, votes of directors affected by the conflict that must abstain will be subtracted for purposes of computation of the required majority of votes; and (d) In any event, all conflicts of interest involving directors will be disclosed in the annual corporate governance report and in the notes to the financial statements. 4. The director may not directly or indirectly undertake professional or commercial transactions with the Company, absent prior disclosure of the conflict of interest situation and board of directors approval of the transaction, after a report from the audit and compliance committee.

193

14.2.3

Restrictions deriving from internal code of conduct regarding the securities market The Company's internal code of conduct (reglamento interno de conducta) regarding the securities market ("RIC"), which has been approved by the Company's board of directors on 25 March 2011 and will become effective upon admission to trading of the shares, establishes certain restrictions on transactions in its securities that may be undertaken by directors or senior managers of the Company. More information on the RIC may be found in section 21.2.2 of this Registration Document. Affected Persons must declare Affected Securities Transactions (as defined in the RIC) they undertake by sending a notice to the regulatory compliance manager (as defined in the RIC) by any means allowing its receipt. Affected Persons that have any kind of inside information (as defined in the RIC) must refrain from engaging, directly or indirectly, in the following conduct, on their own behalf or on behalf of others: (a) preparing or engaging in any kind of transaction regarding the negotiable securities or regarding financial instruments to which the information relates, or regarding any other security, financial instrument or agreement of any kind, whether or not traded on a secondary market, the underlying asset of which is the negotiable securities or financial instruments to which the information relates; Excepted from the foregoing are (i) preparing and engaging in transactions the existence of which is in and of itself the inside information, as well as (ii) transactions undertaken in compliance with a matured obligation to acquire or sell negotiable securities or financial instruments, when this obligation is contemplated in an agreement entered into before the person in question has the inside information, and (iii) other transactions undertaken in accordance with applicable regulations; (b) (c) disclosing this information to third parties, except in the ordinary course of their work, profession or position; recommending that a third person acquire or sell negotiable securities or financial instruments or causing another to do so based on this information.

For these purposes, the following definitions apply: "Affected Persons": (i) the directors, and the secretary, assistant secretary and legal advisor of the Company's board of directors, if they have been appointed, and of the management bodies of the Group companies; the senior managers, for the purposes of Article 7(4) of the RIC;

(ii)

194

(iii) (iv) (v)

the external advisers; any other person that could have access to inside information of the Company and its Group; and any other person or group of persons included within the scope of application of the RIC by decision of the Company's board of directors or the Regulatory Compliance Unit, in light of the circumstances of each case.

"Transactions": all transactions or contracts pursuant to which Affected Securities or any rights associated therewith are acquired or transferred for cash or on a term or deferred basis, or by virtue of which rights of subscription, acquisition or transfer (including purchase and sale options) of those Affected Securities are constituted, whether on a transitory or definitive, or limited or full basis. "Affected Securities": (i) transferable securities issued by the Company and/or the entities in its Group, admitted to trading on a secondary market; (ii) financial instruments and contracts of any kind that give a right of subscription, acquisition or transfer of the aforesaid securities; (iii) financial instruments and contracts, including those not traded on secondary markets, the underlying asset of which are securities, instruments or contracts of the aforesaid kind. 14.2.4 Any agreement or understanding with significant shareholders, customers, providers and others, by virtue of which any person mentioned in section 14.1 may have been appointed as a member of the administration, management or supervision bodies, or as a senior manager All of the Directors indicated in section 14.1.1 have been appointed at the proposal of Carrefour Socit Anonyme. Of the future directors, two of them, Mr. Nadra Moussalem and Mr. Nicolas Brunel, who have been proposed by the shareholder Blue Capital S..r.l. 14.2.5 Details of any restriction agreed by the persons mentioned in section 14.1 above on disposal for a certain period of time of their holdings in the Issuer's securities The Company is not aware of any restriction agreed by the persons indicated in section 14.1 above on disposition for a certain period of time of their holdings in the Company. Notwithstanding the foregoing, as stated in section 18 below, Blue Capital S..r.l. Colony Blue Investor S..r.l. (shareholders of Carrefour Socit Anonyme at the date of this Registration Document) and Groupe Arnault SAS (a holder of options on shares and indirect shareholder of Carrefour Socit Anonyme at the date of this Registration Document) have assumed the obligation of maintaining their interest in the shareholding structure of DIA for a term of one year after the date of admission to trading of the Company's shares on the Spanish stock exchanges.

195

15. 15.1

COMPENSATION AND BENEFITS Amount of compensation paid (including contingent or deferred compensation) and in-kind benefits given to these persons by the Issuer and its subsidiaries for services of any kind rendered by any person to the Issuer and its subsidiaries Compensation paid to members of the Company's board of directors The table set forth below shows the compensation accruing in respect of members of the Company's board of directors holding office as at 31 December 2010 during the financial year ended on that date: Category Fixed compensation Variable compensation Compensation in kind (life insurance, company cars, restaurant tickets) TOTAL Amount (euros) 912,124 352,411 5,311 1,269,846

15.1.1

The compensation earned by members of the board of directors of the Company that have left their positions during the financial year ended 31 December 2010 amounted to 3,298,000 euros of fixed compensation, 329,000 euros of variable compensation and 1,000 euros of compensation in kind. In addition, a total of 994,493 euros accrued in the form of expenses for share option plans and shares of Carrefour Socit Anonyme awarded free of charge to directors serving during the financial year ended 31 December 2010. The Company's directors during the 2010 financial year did not receive any kind of compensation for the performance of their duties as directors, such compensation as was paid corresponding to those directors that performed management functions within the Company. All of the compensation received by members of the board of directors of the Company comes from the Company. The members of the Company's board of directors do not receive any additional compensation from other companies in the DIA Group or the Carrefour group. At the date of the Registration Document, there are no advances or pending obligations (loans, guarantees, etc.) with current or former directors. Upon admission to trading of the Company's shares and effectiveness of the new articles of association, and in accordance therewith, the compensation of directors will consist of a fixed monthly stipend and per diems for attending meetings of the board of directors and its committees. The maximum amount of compensation that

196

the Company may pay to its directors in these categories will be the amount determined for that purpose by the general shareholders meeting, which will remain in effect until an amending resolution. Also, the new articles of association provide that inside directors may be compensated by delivery of shares of the Company or another group company to which it belongs, options thereon or instruments indexed to their price. Other directors may be compensated by way of delivery of shares provided that they retain them until they cease to be directors. In this regard, when dealing with shares of the Company or instruments indexed to the price thereof, the compensation must be resolved by the general shareholders meeting. The resolution, if applicable, will state the number of shares to be delivered, the price of exercise of the option rights, the value of the shares taken as a reference and the term of this form of compensation. In this regard, the sole shareholder of the Company last 9 May 2011 decided to fix the maximum amount of compensation to be received by the group of new directors at a gross amount of 1,000,000 euros per financial year. Also, without prejudice to the authority in this regard given to the board of directors that will be formed after admission of the Company's shares to trading, the sole shareholder resolved to propose to it the following distribution of compensation, on an annual gross basis, among the various kinds of directors: Director: 75,000 euros. Chairman of the board of directors: 150,000 euros. Chairman of the audit and compliance committee: an additional 30,000 euros. Member of the audit and compliance committee: an additional 20,000 euros. Chairman of the appointments and remuneration committee: an additional 20,000 euros. Member of the appointments and remuneration committee: an additional 15,000 euros.

Similarly, the sole shareholder resolved that for the first financial year the aforesaid compensation would be paid by delivery of shares, for which purpose it adopted the appropriate resolutions for application of this compensation scheme and to authorise the Company's acquisition of own shares. In any event, it is contemplated that the appointments and remuneration committee, once it is formed after admission of the Company's shares to trading, will consider the scheme of and proposals for distribution of annual compensation of directors as described above, adopting the resolutions corresponding to it in accordance with the authority given to it by the articles of association, in particular proposing to the board of directors the scheme and amount of compensation of the various kinds of directors as it deems to be appropriate

197

Also, the board of directors established after admission of the Company's shares to trading will be the one responsible, if applicable, for the management of the acquisition and allotment of the corresponding shares to each of the directors. This compensation does not include such attendance per diems as the board of directors may resolve in favour of the directors. 15.1.2 Compensation paid to the Company's senior managers Set forth below is a table identifying the compensation and benefits received by the senior managers of the DIA Group identified in section 14.1.4 above, during the financial year ended 31 December 2010, with the exception of Mr. Bruno Pertriaux, who receives no compensation from the Issuer, but rather from Erteco SAS (a company in the Carrefour group until 2 May 2011): Category Fixed compensation Variable compensation In-kind compensation TOTAL Amount () 2,152,130 830,113 20,561 3,002,804

In addition, a total of 2,049,287 euros accrued in the form of expenses for share option plans and shares of Carrefour Socit Anonyme awarded free of charge to the senior managers referred to in section 14.1.4 above during the financial year ended 31 December 2010. 15.2 The total amounts set aside or accrued by the Issuer or its subsidiaries to provide pension, retirement or similar benefits The DIA Group has the following defined benefit plans and profit sharing programmes: 15.2.1 Defined benefit plans The Group made contributions to various defined benefit plans, such as bonuses for continuing employment with the company and for seniority accrued by employees, in the amount of 765,000 euros during the 2010 financial year (2009: 646,000 euros, 2008: 557,000 euros); of which 264,000 euros were outsourced during the 2010 financial year (2009: 264,000 euros, 2008: 225,000 euros), as provided in Spanish legislation. Of these amounts, for the 2010 financial year, internal funding of executive commitments to remain with the company amounted to 7,761.74 euros, of which 3,232.67 euros corresponded to directors.

198

The resulting movements in the statement of financial situation at the DIA Group level were as follows: 000s Provision as at 1 January 2008 Impact on profit and loss Exchange differences Other Provision as at 31 December 2008 Impact on profit and loss Exchange differences Other Exclusion from consolidation scope Provision as at 31 December 2009 Impact on profit and loss Exchange differences Other Provision as at 31 December 2010 Amount 5,525 (338) (116) (226) 4,845 1,680 (2) 27 (1004) 5,546 (653) 10 4,903

15.2.2

Life insurance Set forth below are contributions made by the DIA Group to life and health insurance of both directors and all executives (including directors), during the financial year ended 31 December 2010 in euros. Life insurance Directors (*) Executives (including directors) (*) (*) Figures in euros 2,148.01 5,384.40 Health insurance 1,791.91 5.499.31 Total 3,939.92 10.883.71

199

15.2.3

Profit sharing Currently DIA Group executives (a term that for these purposes covers members of the board of directors, senior managers and other management personnel, that is, approximately 200 people) participate in plans for the award of shares of Carrefour Socit Anonyme free of charge. They are conditioned on continuing employment of the executives at the end of the corresponding accrual period and achieving certain objectives. Also, the executives of the DIA Group participate in plans granting options on shares of Carrefour Socit Anonyme, which are conditioned only on continuing employment of the executives at the end of the corresponding acquisition period. The plans granted from the 2006 to 2010 financial years correspond to options to subscribe or purchase shares of Carrefour Socit Anonyme reserved for executives, with no special conditions for acquisition, except for continuing employment of the executive until the end of the period for acquisition of the rights. The expense recognised in each financial year corresponds to the accrued amount of the fair value of the options granted, determined in accordance with the Black Scholes valuation model on the date they were granted and vested. The plans for the award of shares of Carrefour Socit Anonyme free of charge granted in 2008, 2009 and 2010 are conditioned in part on continuing employment of the beneficiary executives until the end of the period for acquisition of the rights, and in part on achieving certain objectives. These plans, which accrue over the vesting period of the right, during the 2010 financial year generated expenses in the amount of 5,005,000 euros (2009: 6,778,000 euros, 2008: 7,170,000 euros). Also, in the 2009 and 2010 financial years amounts of 2,334,000 euros and 95,000 euros, respectively, were charged against reserves, corresponding to the plans that had matured by 31 December 2009 and 2010. The amount recognised in equity as a shareholder contribution of the rights to payments based on shares of Carrefour Socit Anonyme as at 31 December 2010 amounted to 16,524,000 euros (2009: 11,614,000 euros, 2008: 7,170,000 euros). The principal characteristics of both the plans for the award of shares free of charge and the option plans of Carrefour Socit Anonyme are set forth below.
SHARE PURCHASE OPTION 2006 2007 25/04/2006 25/04/2008 25/04/2009 25/04/2010 25/04/2013 43.91 44.82 15/05/2007 15/05/2009 15/05/2010 15/05/2011 15/05/2014 56.4 52.23

PLANS BY YEAR

2008 06/06/2008 06/06/2010 06/06/2011 06/06/2012 06/06/2015 45.26 32.8

2009 17/06/2009 17/06/2011 17/06/2012 17/06/2013 17/06/2016 33.7 31.54

2010 16/07/2010 16/07/2012 16/07/2013 16/07/2014 16/07/2017 34.11 35.26

Date of award (1) Specific conditions (2) 50% 75% 100% Ending date of plan (3)
Calculation of fair value of option exercise price in euros reference price in euros

200

expected volatility (%) dividend yield (%) risk-free interest rate (%) Fair value of option in euros (4) Number of options as at 31/12/2009 additions decreases Options exercisable as at 31/12/2010

SHARE PURCHASE OPTION 24.70% 25.54% 32.25% 14.87% 12.96% 2.25% 4.07% 4.50% 4.80% 12.77 498,400 111,900 386,500 10.92 395,500 100,150 295,350 7.31 454,700 114,800 339,900

43.35% (34.95%) 3.30% 12.67 678,075 138,800 539,275

22.85% 3.30% 2.04% 5.96 268,100 268,100

(1) Date of the Board of Directors (prior to 28 July 2008) or Management (after that date) meeting when the decision to expand the plans was adopted. (2) The expiration of options to purchase shares is subject to the conditions established since 2006, as follows: - 50% of the options may be acquired within two years. - 25% of the options may be acquired within three years. - 25% of the options may be acquired within four years. (3) Last date for exercise of the purchase option. (4) The fair value of an option is calculated using the Black & Scholes model. NO-CHARGE SHARES 2008 2009 16/07/2008 16/07/2010 16/07/2012 17/06/2009 17/06/2012 17/06/2014

PLANS BY YEAR Date of award (1) Transfer date (2) Date of exercise (3) Specific conditions continuing employment (4) objectives (5) Fair value of share price in euros Number of shares as at 31/12/2009 additions decreases Number of shares as at 31/12/2010

2008 16/07/2008 16/07/2011 16/07/2013

2009 17/06/2009 17/06/2011 17/06/2013

2010 16/07/2010 16/07/2012 16/07/2014

2010 16/07/2010 16/07/2013 16/07/2015

Yes No 33.8 12,500 3,000 9,500

Yes Yes 33.8 56,000 6,000 50,000

Yes No 31.54 12,000 3,400 8,600

Yes Yes 31.54 48,000 13,600 34,400

Yes Yes 34.59 30,100 30,100

Yes No 34.59 46,855 46,855

(1) Date of the board of directors (prior to 28 July 2008) or Management (after that date) meeting when the decision to expand the plans was adopted. (2) The transfer date is the date the condition is satisfied and the shares come to be owned by the beneficiary. (3) The date of exercise is the date from which the beneficiary may assign its shares. (4) Acquisition of the shares is conditioned on continuing employment with the Group, generally for periods of two to three years. (5) Another condition for purchase of shares is tied to achieving the objectives set by Carrefour.

201

Regarding no-charge share plans and options for the purchase of shares of Carrefour Socit Anonyme heretofore developed, the Board of Directors of the latter company held on 12 April 2011 adopted a resolution to maintain those plans for the beneficiaries that are members of the DIA Group, with the following effects upon the separation: (i) Consideration of the specific continuing employment condition applicable for both kinds of plans to have been satisfied; and (ii) Maintenance of the condition required in plans with specific objective conditions, for which reason the objectives set by Carrefour Socit Anonyme must be achieved. These plans will be registered in the financial statements of the DIA Group as they accrue. Set forth below are the numbers of share options and shares allocated free of charge as at 31 December 2010, and the expense accrued in respect thereof.
SHARE PURCHASE OPTION 2006 2007 2008 386,500 295,350 339,900 49,800 112,400 51,500 117,800 58,000 130,300

PLANS BY YEAR Number of options exercisable as at 31/12/2010 - Directors - Senior managers

2009 539,275 73,000 147,950

2010 268,100 64,600 134,000

TOTAL 1,829,125 296,900 642,450

Euro expense accrued in 2010 for allocated shares - Directors 0 - Senior managers 0

58,581 133,998

114,775 257,847

366,093 741,964

77,003 159,728

616,452 1,293,537

PLANS BY YEAR Number of shares as at 31/12/2010 - Directors - Senior managers

2008 9,500 0 0

NO-CHARGE SHARES 2008 2009 2009 50,000 8,600 34,400 14,000 26,000 4,000 7,600 16,000 30,400

2010 30,100 12,600 26,600

2010 46,855 6,600 15,050

TOTAL 179,455 53,200 105,650

Euro expense accrued in 2010 for allocated shares - Directors 0 0 - Senior managers 0 0

10,448 19,852

220,585 419,112

108,959 230,024

38,049 86,763

378,041 755,751

For purposes of clarification it is noted that the capital of Carrefour Socit Anonyme amounts to 1,698,340,000 euros and is divided into 679,336,000 shares with a par value of 2.5 euros each.

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Future incentive plans After the admission of the DIA shares to trading, it is contemplated, subject to the required authorisations of the general shareholders meeting and board of directors, to link the compensation of senior managers, directors and other management personnel of DIA (approximately 200 beneficiaries) to the creation of value in the Company and the results thereof in the medium and long term, by way of a policy of incentives, aligning their interests with those of the shareholders. That policy will be implemented in the form of long-term incentive plans for profit sharing, with distribution of shares of DIA, combining awards of stock purchase options and shares of the Company free of charge. The individual award levels and the combination of the various kinds of instruments would depend on the levels of responsibility of the beneficiaries and market practices. For the principal executives and inside directors plans would be granted that would combine share purchase options and shares of DIA awarded free of charge; for other executives shares of the Company would be awarded free of charge. The share purchase options and awards of shares of DIA free of charge for executives would be subject to continuing employment with the company, while senior managers and directors would also have specific plans for award of shares free of charge tied, in proportions to be determined, to the results of the business.

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16. 16.1

MANAGEMENT PRACTICES Date of expiration of current term of office, if any, and period during which the person has served in that office The Company's current directors have served as such for the periods specified below: Date of appointment to current term 24/06/2010 03/02/2009 27/01/2011 24/06/2010 01/08/2010 Ending date of current appointment (1) 24/06/2015 3/02/2014 27/01/2016 24/06/2015 01/08/2015

Director Mr. Ricardo Currs de Don Pablos Carrefour Socit Anonyme Mr. Vincent Abello Norfin Holder, S.L. Mr. Diego Cavestany de Dalmases Mr. Antonio Arnanz Martn

Date of first appointment 28/06/2000 03/02/2009 27/01/2011 27/06/2005 01/08/2010

01/08/2010

01/08/2010

01/08/2015

(1) The current directors, with the exception of Mr. Ricardo Currs de Don Pablos, have presented their resignations, conditioned on effective admission of the Company's shares to trading and, by extension, effectiveness of the appointment of the new directors

Under article 34 of the Company's new articles of association, directors will remain in office for six (6) years. They may be re-elected one or more times for terms of the same duration, except as regards independent directors, who may serve only for a maximum of two terms. Regarding the future directors expected to be members of the board of directors of the Company after admission of the Company's shares to trading, they will serve as directors for the periods indicated below: Date of appointment to current term 09/05/2011

Director Ms. Ana Mara Llopis

Date of first appointment 09/05/2011

Ending date of current appointment 6 years after admission to trading

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Director Mr. Ricardo Currs de Don Pablos Mr. Julin Daz Mr. Richard Golding Mr. Mariano Martn Mr. Pierre Cuilleret Ms. Rosala Portela Mr. Antonio Urcelay Alonso Mr. Nadra Moussalem Mr. Nicolas Brunel

Date of first appointment 28/06/2000 09/05/2011 09/05/2011 09/05/2011 09/05/2011 09/05/2011 09/05/2011 09/05/2011 09/05/2011

Date of appointment to current term 24/06/2010 09/05/2011 09/05/2011 09/05/2011 09/05/2011 09/05/2011 09/05/2011 09/05/2011 09/05/2011

Ending date of current appointment 24/06/2015 6 years after admission to trading 6 years after admission to trading 6 years after admission to trading 6 years after admission to trading 6 years after admission to trading 6 years after admission to trading 6 years after admission to trading 6 years after admission to trading

After admission to trading and formation of the appointments and remuneration committee, the appointment of future independent directors will be subject to ratification of the aforesaid committee, with those independent directors that are a part of the committee abstaining when ratification of their appointments is submitted to voting. 16.2 Information regarding contracts of members of administration, management or supervision bodies with the Issuer or any of its subsidiaries that contemplate benefits upon termination of services, or the corresponding negative statement Of the members of senior management of the Issuer, only three have benefits recognised upon termination of their functions, as follows: (i) one of them has a right to receive indemnification if the Company decides to terminate his employment contract and relationship and any other contractual relationship, for any reason other than justified disciplinary dismissal, equivalent to forty-five days of salary per year of

205

service (for the period from 24 November 1986 to 30 April 2009), plus eight days of salary per year of service, limited to the amount of his most recent annual gross salary (for the period beginning 1 May 2009 and thereafter) (for purposes of clarification, salary will be taken to be annual gross salary, excluding benefits in kind, capital gains or revenue obtained by virtue of acquisition or exercise of options on shares or no-charge shares or by virtue of other similar benefits). This indemnification, which is the only one under this section 16.2 that is expected to remain, is different from those termination payments that may correspond to directors in their capacity as such, referred to in subsection 21.2.2 below which, as provided in article 32.7 of the board of directors regulation (which will enter into effect at the time of admission of the Company's shares to trading), may not exceed an established amount equivalent to two years of annual fixed compensation; and (ii) the other two are entitled to receive indemnification if the Company decides to terminate their employment relationship, for any reason other than justified disciplinary dismissal, and when it is terminated for any of the reasons set forth in article 50 of the Workers Statute, equivalent to forty-five working days of annual gross salary per year of service (that being understood to be all economic benefits deriving from providing services to the Company in the calendar year termination of the employment relationship occurs, with the sole exclusion of compensation in kind, award of shares free of charge and share purchase options and non-salary items). These two persons will cease to be entitled to receive the indemnification described in this subsection when they cease to be members of the board of directors, which is expected to occur upon admission of the Company's shares to trading.

Apart from the foregoing, there are no contracts with members of the administration, management or supervisory bodies or with senior managers of the Company or any of its subsidiaries contemplating benefits for the aforesaid persons as a result of termination of their positions or functions. 16.3 Information regarding the audit committee and the remuneration committee of the Issuer, including names of the members of the committees and a summary of the internal regulation Set forth below is a description of the principal characteristics of the board of directors committees of the Company, according to the rules established in the articles of association and board of directors regulation, which will become effective upon admission to trading of the Company's shares. 16.3.1 Audit and compliance committee The audit and compliance committee is contemplated both in article 41 of the new articles of association and in article 37 of the board of directors regulation, which will become effective upon admission to trading of the Company's shares. The regulation thereof is as described below.

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(a)

Functions Under the board of directors regulation, and without prejudice to such specific authority as may be assigned to it by the board of directors, the audit and compliance committee has the following authority: (i) (ii) Reporting to the general meeting of shareholders regarding such matters within its competence as may be posed to it by the shareholders; supervising and reviewing the process of preparation and presentation of the regulated financial information that, in accordance with article 35 of the Securities Market Act, is to be provided by the board to the markets and its supervisory bodies, and in general seeing to compliance with the legal requirements in this area, the appropriate delimitation of the scope of consolidation and the proper application of generally accepted accounting principles, and reporting on proposals for changes in accounting principles and standards suggested by management; periodically supervising and reviewing the effectiveness of the Company's internal control procedures, internal audit and risk management systems, verifying the appropriateness and completeness thereof and proposing the hiring, appointment and removal of those responsible therefor; proposing the budget for such services and verifying that the members of the management team take account of the conclusions and recommendations in its reports; and discussing with the Company's auditors such significant weaknesses in the internal control system as may be discovered in the conduct of the audit; proposing to the board of directors, for submission to the general shareholders meeting, the appointment of the outside auditors, as well as the conditions for hiring them, the scope of their professional assignment and, if applicable, revocation or non-renewal of the appointment; establishing the appropriate relationships with auditors or audit companies to receive information regarding such questions as may compromise their independence, for examination by the committee, and those of anyone else involved in the process of auditing accounts, and such other communications as may be contemplated in the legislation regarding auditing of accounts and audit standards. In any event, they must receive from the auditors or audit companies annual, written confirmation of their independence as regards the entity or directly or indirectly related entities, and information on additional services of any kind provided to these entities by the aforesaid auditors or companies, or by the persons or entities related thereto, in accordance with the provisions of the audit law.

(iii)

(iv)

(v)

207

(vi)

annually, prior to the issue of the audit report, issuing a report stating an opinion regarding the independence of the auditors or audit companies. This report in any event must opine on the provision of services in addition to audit services, ensuring respect for the existing rules in this regard, the limits on the concentration of the auditors business and, in general, the other requirements designed to safeguard auditors independence; serving as a communications channel between the board of directors and the auditors; evaluating the results of each audit and the responses of the management team to its recommendations and mediating in the event of disputes between the former and the latter in relation to the principles and criteria applicable in the preparation of the financial statements, and examining the circumstances, if any, underlying resignation of the auditor; supervising compliance with the rules regarding related party transactions with directors or major shareholders or shareholders represented on the board; in particular, it will report to the board regarding such related party transactions and, in general, regarding transactions that imply or may imply conflicts of interest, for purposes of their approval, and will see to it that information in respect thereof is communicated to the market; supervising compliance with internal codes of conduct, in particular the code of conduct for the securities market; establishing an internal mechanism whereby staff can report, confidentially and, if appropriate, anonymously, any irregularities they detect in the course of their duties, in particular financial or accounting irregularities, with potentially serious implications for the Company; preparing and updating a declaration of ethical values related to the reliability of financial information in compliance with applicable regulations, which will be approved by the board of directors and communicated to all levels within the organisation; establishing procedures to monitor respect for principles of professional integrity and ethics, and measures to identify and correct departures from those values within the organisation; any such others as may be attributed to it by law and other regulations applicable to the Company.

(vii)

(viii)

(ix) (x)

(xi)

(xii)

(xiii) (b)

Composition The board of directors will establish an audit and compliance committee of a permanent nature, which will be comprised of a minimum of three (3) directors and a maximum of five (5), which will be appointed by the board of directors itself from among its outside directors. In this regard, at least one of the members of the audit and compliance committee will be independent and will be appointed taking

208

account of that member's knowledge and experience regarding accounting, auditing or both. The chairman must be replaced every four years, and may be re-elected after a term of one year elapses since he left office. It is contemplated that the audit and compliance committee, after admission of the Company's shares to trading, will be comprised of Mr. Richard Golding, Mr. Nadra Moussalem and Mr. Julin Daz, the latter being its chairman. (c) Operating rules The audit and compliance committee will be called by the chairman of the committee, on his or her own initiative, or at the request of the chairman of the board of directors or two (2) members of the committee itself. The call will be sent by letter, telegram, fax, e-mail, or in any other manner allowing evidence of receipt. In any event the audit and compliance committee will be called and will meet, at a minimum, on a quarterly basis, to review the periodic financial information that, in accordance with sections 1 and 2 of article 35 of the Securities Market Act, the board must send to the market supervisory authorities, as well as the information the board of directors is to approve and include within its annual public documentation. A quorum of the members of the audit and compliance committee will be present when a majority of its members attend the meeting in person or by proxy. Resolutions will be passed by a majority of its members in attendance, in person or by proxy. 16.3.2 Appointments and remuneration committee The appointments and remuneration committee is contemplated both in article 42 of the articles of association and in article 38 of the board of directors regulation, which will become effective upon admission to trading of the Company's shares. The rules applicable to it are as described below: (a) Functions Under the board of directors regulation, and without prejudice to such specific authority as may be assigned to it by the board of directors, the appointments and remuneration committee has the following authority: (i) (ii) evaluating the competence, knowledge, experience and level of dedication required of members of the board of directors; proposing to the board of directors independent directors to be appointed by co-option or, if applicable, for submission to decision by the general meeting, and proposals for the re-election and dismissal of those directors by the Company;

209

(iii)

reporting on proposals of the board of directors for the appointment of other directors to be appointed by co-option or, if applicable, for submission to decision by the general shareholders meeting, and proposals for re-election and dismissal of those directors by the general meeting; reporting on the appointments and removals of senior management that the chief executive of the Company proposes to the board; reporting to the board on matters of gender diversity and, in particular, seeing to it that procedures for selection of directors and senior managers do not suffer from implicit bias preventing selection of women; proposing to the board of directors (i) the system for and amount of annual compensation of directors, (ii) the individual compensation of inside directors and senior managers and the other terms of their contracts and (iii) the basic terms of contracts of senior managers; analysing, formulating and periodically reviewing the compensation policy applied to inside directors and the management team, including schemes for compensation in the form of shares and the application thereof, and guaranteeing that it is proportionate to the compensation paid to other directors and members of the management team and other personnel of the Company; overseeing compliance with the compensation policy set by the Company; generally supervising compliance with the Company's applicable corporate governance rules. reporting to the shareholders on its performance of its duties, for this purpose attending the general shareholders meeting; and assisting the board in preparation of the report on the compensation policy for directors, and sending the board any other reports on compensation contemplated in the board of directors regulation.

(iv) (v)

(vi)

(vii)

(viii) (ix) (x) (xi)

(b)

Composition The appointments and remuneration committee will be comprised of outside directors, the majority independent, in a number determined by the board of directors, with a minimum of three (3) and a maximum of five (5). The members of the appointments and remuneration committee will be appointed by the board of directors. The appointments and remuneration committee will appoint a chairman from among its members. The chairman will be an independent director. The chairman must be replaced every four years, and may be re-elected after the term of one year elapses since he left office.

210

At least one of the members of the appointments and remuneration committee must have knowledge and experience regarding compensation policies. It is contemplated that the appointments and remuneration committee, after admission of the Company's shares to trading, will be comprised of Mr. Mariano Martn, Mr. Nicolas Brunel and Mr. Pierre Cuilleret, the latter being its chairman. (c) Operating rules The appointments and remuneration committee will meet as often as necessary, in the judgment of its chairman. The chairman must call a meeting upon request whenever a report is to be issued or a proposal adopted and, in any event, whenever it is appropriate for the proper exercise of its authority. It will be called by the chairman of the committee, on his or her own initiative, or at the request of the chairman of the board of directors or two (2) members of the committee itself. The call will be sent by letter, telegram, fax, e-mail, or in any other manner allowing evidence of receipt. The appointments and remuneration committee may validly meet when a majority of its members attend the meeting in person or by proxy. Resolutions will be passed by a majority of the members in attendance, in person or by proxy. 16.4 A statement as to whether or not the Issuer complies with its country of incorporations corporate governance regime(s). In the event that the Issuer does not comply with such a regime, a statement to that effect together with an explanation regarding why the Issuer does not comply with such regime The Company intends to use its best efforts to comply with the good governance guidelines, recommendations and practices generally accepted by international organisations and codes once its shares have been admitted to trading, specifically those in the Uniform Good Governance Code for Listed Companies, which was approved by the CNMV Board on 22 May 2006. To that end, in order to adapt the Company to the corporate good governance requirements and practices of listed companies, the Company's board of directors, at its meeting held on 25 March 2011, approved the board of directors regulation and the internal code of conduct for matters related to securities market, which will become effective upon the aforesaid admission to trading. Similarly, the sole shareholder on 25 March 2011 approved a new recast text of the Company's articles of association, and a general shareholders meeting regulation, and took cognisance of the board of directors regulation approved by that body (documents pending registration in the Commercial Register); also, it took cognizance of the internal code of conduct for matters related to securities market, approved by the board of directors.

211

Once these rules approved by the Company (in particular the new articles of association) become effective and the new board of directors is formed (as described in section 14.1.1 of this Registration Document), after admission of the Company's shares to trading, it believes practically all of the good governance recommendations made in the Uniform Good Governance Code of 19 May 2006 will be satisfied. Specifically, the Company has incorporated into the aforesaid corporate rules the provisions necessary to comply with recommendations 1 (no voting restrictions), 3 (authority of general meeting), 4 (publication of proposed resolutions), 5 (separate voting on independent matters), 6 (splitting votes), 7 (corporate interest), 8 (authority of the board of directors), 9 (size of board), 10 (majority of outside directors), 11 (other directors), 12 (proportion of proprietary and independent directors), 13 (proportion of independent directors), 14 (explanation of classes of directors), 15 (gender diversity), 16 (functions of board chairman), 17 (authority of independent director when the same person is chairman and chief executive), 18 (functions and election of board secretary), 19 (board meetings), 20 (absences and representation on board), 21 (recording concerns of directors in minutes), 22 (periodic evaluation of board), 23 (director information), 24 (director advice), 25 (orientation and refresher programmes for directors), 26 (dedication of directors), 27 (selection and appointment of directors), 28 (public reporting regarding directors), 29 (rotation of independent directors), 30 (resignation of proprietary directors), 31 (removal of independent directors), 32 (resignation of directors in event of prejudice to corporate interest), 33 (director opposition to harmful resolutions), 34 (director explanation of reasons for resignation), 35 (board approval of compensation policy), 36 (compensation of inside directors), 37 (compensation of outside directors), 39 (criteria for variable compensation), 41 (information on individual compensation), 42 (composition of the executive committee), 43 (disclosure to board of decisions of executive committee), 44 (appointments and remuneration committee), 45 (supervision of internal codes of conduct and corporate governance rules), 46 (members of audit committee), 47 (internal audit function), 48 (internal audit and audit committee), 49 (risk control and management policy), 50 (functions of audit committee), 51 (authority of audit committee), 52 (audit committee report to board), 54 (composition of nominating committee), 55 (authority of nominating committee) and 57 (authority of remuneration committee). Regarding the other recommendations, there are some that are not applicable to DIA (such as 2, on listing of parent and subsidiary companies, since DIA has no listed subsidiaries) and others that do not require any provision in the aforesaid corporate regulations (such as 53, on reporting by the chairman of the audit committee and the auditors to the shareholders regarding any possible reservations or qualifications in the audit report, or recommendations 56 or 58, on the possibility of the nominating and/or remuneration committee consulting the chairman and chief executive of the company regarding questions related to inside directors and senior managers), with which the Company nonetheless intends to comply. Starting on the date of admission to trading of the Company's shares on the stock exchanges the Company's website will be adapted to the requirements imposed by

212

the securities market regulations to cover the exercise by shareholders of the right of information, and to disseminate the relevant information. Internal control of financial information In addition, once the Company's shares are admitted to trading, it intends to use its best efforts to comply with the recommendations and lines of action regarding control of financial information specified in the CNMV report prepared in June 2010 by the Internal Control Working Group, without prejudice to the fact that the principles have been included in the articles of association and the board of directors regulation, which will enter into force once the Company's shares are admitted to trading on the Spanish stock exchanges. Summarised below is the current situation of DIA with regards to the 16 indicators from the guide contained in the CNMV's report. With respect to indicators 1 to 3 relating to the control environment of the Company: The board of directors is responsible for establishing and maintaining an adequate and effective system of internal control over financial information ("SICFI") to be contained in the board of directors regulation. In addition, once the shares in DIA are admitted to trading the board will establish an audit and compliance committee and an appointments and remuneration committee. The general director, and after him the executive committee, is primarily responsible for the design and revision of the organisational structure of the Group. There is a structure chart in existence of the Group and descriptions of the positions, from the upper levels down to the management, as well as some technical positions. The chain of authority in place aims to reflect the organisational structure through the distribution of powers to each attorney in accordance with his role and position, enabling the exercise of the Company's activities in accordance with its decentralised structure and permitting each centre to operate in the course of its business. In addition, certain matters are reserved to the final approval of the board of directors. Although the Group currently has a code of professional conduct, it is contemplated that the audit and compliance committee, for approval by the board of directors, will prepare a new professional conduct code that will replace the prior one, and will include explicit references to the recording of transactions and preparation of financial information, and will define a procedure to be followed in the event of noncompliance and proposal of corrective and sanctioning measures. Regarding the internal mechanism allowing employees to advise of irregularities, currently accusations are treated informally through a number of channels: human resources, store managers/functional areas, customer service, etc. The possibility of designing and implementing a complaint channel

213

allowing notice of potentially significant irregularities, particularly financial and accounting irregularities, is being analysed. With respect to indicator 4 relating to the process of the identification of risks, there is currently no policy as such relating to the management of risk nor a map of risks, although the Company plans to establish an integrated system of risk management covering the risks of financial reporting. In relation to indicators 5 to 8 relating to the Company's control activities: A series of procedures are published on the intranet, including closing and reporting procedures, as well as a consolidation accounting manual. In the short term, it is planned to widen the existing documentation to the procedures associated with key risks of financial reporting by drawing up flow charts, descriptions and matrixes of the relevant controls. The Group has a security policy which encompasses all aspects of security, including physical and logical security, user responsibilities, data protection, management of changes in the production environment, incident management, device management, recovery and contingency strategies, transfer of information and the micro-computing environment. The systems continuity plan ensures that the principal applications are backed-up in locations which are sufficiently far apart from one another. Critical processes, such as warehousing and re-stocking can rely on sufficient alternatives so as to be able to continue their activities even if no access to the offices is possible. There are few activities subcontracted to third parties which could affect the financial position, and as such this area is not considered relevant to the DIA Group. The Group has a specific procedure for contracting with third parties. The board of directors regulation (which will enter into force upon the admission of the shares in DIA to trading on the Spanish stock exchanges) gives to the audit and compliance committee the role of supervising and reviewing the process of preparation and presentation of regulated financial information.

With respect to indicators 9 to 11 relating to information and communication: The organisation and systems area is responsible for the coordination of standards and procedures. The initiative for the creation of a new accounting standard or procedure is taken by the financial area, which contacts a manager in the Organisation and Systems area who then takes on the responsibility for coordinating the development of the standard or procedure together with the functioning area and establishes the level of authorisations required for its approval and publication. Doubts regarding the interpretation of rules related to financial reporting are usually resolved by the accounting Director, if necessary in consultation with the Group Consolidation Department.

214

Certain standards and procedures which contemplate accounting impact and a consolidation manual are the product of the Carrefour Group; it is planned to adapt these to the DIA Group. The procedure for the capture and preparation of financial information is the same for all the companies in the Group and is characterised by a high level of automation, using the same information systems in all countries.

With respect to indicators 12 to 16 relating to the supervision of the functioning of the system: The board of directors regulation (which will enter into force upon the admission of the shares in DIA to trading on the Spanish stock exchanges) includes among the competencies of the audit and compliance committee the supervision and periodic review of the efficiency of the functioning of the internal audit process, the designation of the person responsible and the approval of its budget. Among the functions of the audit and compliance committee is that of discussing with the auditors of the Company's accounts any material weaknesses in the SICFI which have been uncovered during the audit process. As at the date of this Registration Document, the procedures for the evaluation of the SICFI consist of sending self-evaluation questionnaires on internal control to each of the Group's subsidiaries. These questionnaires take into account the principal risks and controls relating to financial reporting and identify the principal weaknesses and mitigating actions being taken. The board of directors regulation (which will enter into force upon the admission of the shares in DIA to trading on the Spanish stock exchanges) gives the following functions, among others, to the audit and compliance committee: (i) (ii) supervision and review of the process of drawing up and presenting regulated financial information; supervision and periodic review of the efficiency of the procedures of internal control of the Company, of internal audit and of risk management systems;

(iii) establishment of an internal mechanism whereby staff can report confidentially and, if appropriate, anonymously, any irregularities they detect in the course of their duties, in particular financial or accounting irregularities, with potentially serious implications for the Company; (iv) preparing and updating a declaration of ethical values related to the reliability of financial information in compliance with applicable regulations, which will be approved by the board of directors and communicated to all levels within the organisation.

215

As at the date of this report, no information has been provided to the market relating to the SICFI different from that contained in this Registration Document. The audit and compliance committee will consider the appropriateness of submitting information on the SICFI which is provided to the market for review by the external auditor.

216

17. 17.1

EMPLOYEES Either the number of employees at the end of the period or the average for each financial year for the period covered by the historical financial information and a breakdown of persons employed by main category of activity and geographic location. The following table shows the average number of employees on a full-time equivalency basis, broken down by employment category, for the financial years ended 31 December 2010, 2009 and 2008 and the period of three months ended 31 March 2011: AVERAGE NUMBER OF EMPLOYEES BY FULL-TIME EMPLOYMENT CATEGORY Employment Category Executives Managers Employees Total 31/03/2011 198 1,342 43,371 44,911 2010 193 1,318 43,978 45,489 2009 196 1,332 45,355 46,883 2008 172 1,858 44,611 46,641

Regarding categories of employees, the following may be noted: (A) Executives: employees with broad knowledge, both technical (specific to their areas) and business management, particularly with the following academic background: university degrees, post-graduate training (both specific to their areas and business) and broad employment experience acquired inside and/or outside the company. The functions of those in this professional category are the establishment of strategic plans of the company in the form of policies and operating plans for each of the departments; definition, utilisation and coordination of resources within each department; participation in strategic projects; resolution of problems of great complexity requiring higher qualification and training and representation of the company both internally and externally. In 2010 the average turnover rate within this professional category was 3.6%. (B) Managers: employees with technical knowledge specific to their areas acquired by way of university degrees, specific postgraduate training and significant experience both inside and outside the company.

217

The functions of those in this professional category range from translating the plans prepared by management into individual objectives for team members; management of a specialised and homogeneous area with separately identifiable and quantifiable results; resolution of complex problems; persuasion, development and motivation of the team of employees to achieve the operating objectives for the area and participation in strategic projects as needed as functional experts. In 2010 the average turnover rate within this professional category was 4.5%.
(C)

Employees: employees with general operational knowledge. Their academic qualification is limited to a basic degree and initial training upon joining the organisation and the various forms of retraining. This professional category includes retail, warehouse and administrative personnel. In 2010 the average turnover rate within this professional category was 14.2%. There is limited hiring of temporary workers. The average for 2010 was 10.1% for the entire DIA Group. The temporary hiring policy is adjusted to the legislation of each country, seeking to obtain a degree of flexibility for staff in the various countries. As a result, the use of temporary contracts is very limited, concentrated on as-needed or seasonal situations requiring greater availability of staff, and coverage of temporary absences deriving from maternity leave and the like. As as at 31 December 2010 the DIA Group staff was comprised of 45,232 full-time employees. The final number of full-time employees of the DIA Group as at 31 March 2011 and as at 31 December 2010, 2009 and 2008, based on their geographical distribution, was as follows: NUMBER OF FULL-TIME EMPLOYEES BY GEOGRAPHICAL AREA AT 31 MARCH 2011 AND 31 DECEMBER 2010, 2009 and 2008 COUNTRY Turkey Argentina Brazil Portugal China France Spain 31/03/2011 3,780 3,369 5,609 3,811 3,154 7,779 17,299 2010 3,497 3,390 5,655 3,838 3,211 7,886 17,755 2009 2,845 3,437 4,836 3,747 3,316 9,196 18,725 2008 2,887 3,507 3,536 3,836 4,048 9,466 19,494

218

NUMBER OF FULL-TIME EMPLOYEES BY GEOGRAPHICAL AREA AT 31 MARCH 2011 AND 31 DECEMBER 2010, 2009 and 2008 COUNTRY Total 31/03/2011 44,796 2010 45,232 2009 46,102 2008 46,774

17.2 17.2.1

Shareholdings and stock options Shares of the Issuer owned by directors At the date of registration of this Registration Document all of the shares belong to the sole shareholder and, therefore, no director holds any share of the Issuer. This information will be updated in the Securities Note.

17.2.2

Shares of the Issuer owned by senior managers At the date of registration of this Registration Document all of the shares belong to the sole shareholder and, therefore, no senior manager holds any shares in the Issuer. This information will be updated in the Securities Note.

17.3

Description of any arrangements for involving the employees in the capital of the Issuer See section 15.2.3.

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18. 18.1

MAJOR SHAREHOLDERS In so far as is known to the Issuer, the name of any person other than a member of the administrative, management or supervisory bodies who, directly or indirectly, has an interest in the Issuers capital or voting rights which is notifiable under the Issuer's national law, together with the amount of each such persons interest or, if there are no such persons, an appropriate negative statement. At the date of registration of this Registration Document, the sole shareholder of DIA is Norfin Holder, S.L., a Spanish company that is wholly owned, directly or indirectly, by the French company Carrefour Socit Anonyme. The board of directors of Carrefour Socit Anonyme on 1 March 2011 resolved to propose to the general shareholders meeting of Carrefour Socit Anonyme (initially scheduled for 21 June 2011): (i) the distribution of all of the shareholdings in DIA as a dividend in kind to the shareholders of Carrefour Socit Anonyme, with the latter ceasing to be a shareholder of DIA, for which purpose Norfin Holder, S.L. and Carrefour Socit Anonyme will sign a share purchase agreement, whereby Norfin Holder, S.L. will transfer 100% of the shares of DIA to Carrefour Socit Anonyme. The price of the sale will be set on the signature date of the corresponding contract using, inter alia, the method employing multiples of comparable listed companies, which consists of comparing DIA with a sample of listed companies that are comparable in terms of their business, revenue generation, markets in which they operate and size, without the benefit of an independent expert report to back it up.

(ii) its immediate admission to trading on the Madrid, Barcelona, Valencia and Bilbao Stock Exchanges. Based on the foregoing, it is contemplated that on the first trading day, the shareholding structure of DIA will be the same as that of Carrefour Socit Anonyme at that time, and each shareholder of Carrefour Socit Anonyme will have a number of shares in DIA equal to the number of shares in Carrefour Socit Anonyme held by it. The shareholdings in Carrefour Socit Anonyme at the date of the Registration Document are as set forth in the following table, which will be updated, if applicable, in the Securities Note: Shareholder Blue Capital S..r.l. Colony Blue Investor S..r.l. Employees Treasury shares Number of shares 75,326,258 15,166,770 7,085,137 3,657,589 % of capital 11.09 2.23 1.04 0.54

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Shareholder Floating capital TOTAL

Number of shares 578,100,246 679,336,000

% of capital 85.10 100

DIA is not aware the existence of interests of not less than 5% (the percentage giving rise to the obligation to give notice of material interests in accordance with French legislation) in the capital of Carrefour Socit Anonyme other than as indicated above. Nevertheless, once the shares of DIA are admitted to trading on the Spanish Stock Exchanges, the shareholders of DIA will have to observe the obligations to give notice of material interests imposed by Spanish legislation, under which the notice threshold is 3%. Blue Capital S..r.l., Colony Blue Investor S..r.l. and Groupe Arnault SAS (a holder of options on shares and an indirect shareholder of Carrefour Socit Anonyme through its interest in Blue Capital S..r.l.) have declared that they act in concert in respect of Carrefour Socit Anonyme. The Issuer has received confirmation from the aforesaid companies of their intention to act on a concerted basis in respect of DIA, although there is no written agreement to this effect. It is expected that there will be no treasury shares of Carrefour Socit Anonyme on the date the shares of DIA are to be allocated to the shareholders of Carrefour Socit Anonyme. The total number of shareholders of Carrefour Socit Anonyme is currently in excess of 250,000. In this regard, on the first trading day, Blue Capital S..r.l. would own 11.09% of the capital of DIA, Colony Blue Investor S..r.l. would own 2.23% of the capital of DIA, with the remainder of DIA's capital being floating. The holders of options on shares of Carrefour Socit Anonyme (such as Groupe Arnault SAS) will not receive shares of DIA unless they exercise those options. Blue Capital S..r.l., Colony Blue Investor S..r.l. and Groupe Arnault SAS have assumed the obligation to retain their holdings in DIA for a term of one year after the date of admission to trading of the Company's shares on the Spanish stock exchanges. After approval by the general shareholders meeting of Carrefour Socit Anonyme of the distribution of all of the capital of DIA as a dividend in kind to the shareholders of Carrefour Socit Anonyme and the admission to trading of the shares of DIA on the Spanish stock exchanges, the following will occur: (i) DIA will distribute an extraordinary dividend of 368.6 million euros to Norfin Holder, S.L., its sole shareholder;

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(ii)

Norfin Holder, S.L. and Carrefour Socit Anonyme will sign a share purchase agreement, whereby Norfin Holder, S.L. will transfer 100% of the shares of DIA to Carrefour Socit Anonyme, at which time the price thereof will be determined;

(iii) Carrefour Socit Anonyme will distribute all of the capital of DIA as a dividend in kind to the shareholders of Carrefour Socit Anonyme at the close of the market on 4 July 2011, in accordance with the book-entry records; (iv) immediately after distribution of the shares, and compliance with the requirement of sufficient distribution imposed by article 9(7) of Royal Decree 1310/2005 of 4 November 2005, DIA will present the corresponding Securities Note to the CNMV. This is expected to occur not later than 5 July 2011; and (v) once the CNMV verifies admission to trading of the shares of DIA on the stock exchanges and they adopt the corresponding admission resolution, in accordance with article 32 of the Securities Market Act, the shares will be admitted to trading. This is expected to occur on or after 5 July 2011.

18.2

Whether the Issuer's major shareholders have different voting rights, or the corresponding negative statement. The Company's capital is represented by a single class of shares, with the same voting rights. Each share gives the right to one vote.

18.3

To the extent known to the Issuer, state whether the Issuer is directly or indirectly owned or controlled and by whom and describe the nature of such control and describe the measures in place to ensure that such control is not abused. As described in section 18.1, Norfin Holder, S.L. at the date of this Registration Document controls DIA. Nevertheless, upon admission of the Company's shares to trading on the Madrid, Barcelona, Valencia and Bilbao Stock Exchanges there will be no person exercising control of DIA.

18.4

Description of any agreement known to the Issuer, the application of which on a later date could result in a change in control of the Issuer As described in section 18.1 above, the board of directors of Carrefour Socit Anonyme on 1 March 2011 resolved to propose to the general shareholders meeting of Carrefour Socit Anonyme the distribution of all of the capital of DIA as a dividend in kind to the shareholders of Carrefour Socit Anonyme. If and when this distribution is approved, the Company will cease to be under the direct or indirect control of Carrefour Socit Anonyme.

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19.

TRANSACTIONS WITH RELATED PARTIES All of the transactions with related parties (as defined in Order EHA/3050/2004 of 15 September 2004 on information on related party transactions) undertaken during the period of three months ended 31 March 2011 and during the 2010, 2009 and 2008 financial years were in the ordinary course of business of the Issuer, the latter believing that they were undertaken on market terms. The principal transactions with directors and senior managers, shareholders and related undertakings as at 31 March 2011 and as at 31 December 2010, 2009 and 2008 were as follows:

19.1

Related party transactions with directors and senior managers During the period covered by the historical financial information in this Registration Document (that is, the period of three years ended 31 December 2010), and up to 31 March 2011, no member of the board of directors, no other member of the senior management of the DIA Group, none of their close relatives (in the sense of Order EHA/3050/2004 of 15 September 2004 on information on related party transactions), nor any company they control or over which such persons have significant influence (other than companies in which they hold positions as directors in representation of DIA in its capacity as a shareholder of those companies), has entered into non-customary or material transactions with the Company, apart from the salary compensation earned by members of the board of directors or senior managers (the expenditure for which during the period from 1 January to 31 March 2011 amounted to 1,903,000 euros, and in 2010, 2009 and 2008 amounted to 5,052,000, 5,867,000 and 7,277,000 euros, respectively, and is covered in detail in section 15 of this Registration Document). As as at 31 March 2011 and as at 31 December 2010, 2009 and 2008 there were no advances or credits extended to senior managers or members of the board of directors, nor were there obligations assumed on their behalf in the form of guarantees. In addition, the members of the board of directors and senior managers have confirmed that they do not have positions or functions within companies with a business that is the same as or comparable or complementary to the business that constitutes the corporate purpose of the companies in the DIA Group, nor do they, on their own behalf or on behalf of others, engage in any business that is the same as or comparable or complementary to the business that constitutes the corporate purpose of those companies, with the exceptions stated in sections 14.1.1 and 14.1.4 above.

19.2

Transactions with related shareholders and companies Set forth below are details of the transactions and balances with related entities (i) as at 31 March 2011 (information that has not been audited), (ii) as at 31 December 2010, (iii) as at 31 December 2009 and (iv) as at 31 December 2008 (in thousands of euros):

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 000s

Ultimate parent company 01 - 31/03/2011 Transactions

Other companies in the Carrefour group

Total

Revenue Net sales Operating lease income Other services rendered Other finance income Total Revenue Expenses Net purchases Oerating lease expenses Other services received Personnel expenses Finance costs Total Expenses Balances Trade and other receivables Total receivables Non-current borrowings Current borrowings Suppliers Trade and other payables Total payables 2010

(8,354) (8,354) 8,061 8,061 Transactions

5,063 93 314 63 5,533 (2,985) (544) (5,439) (26) (2,525) (11,519) 26,178 26,178 19,163 447,064 3,066 901 470,194

5,063 93 314 63 5,533 (2,985) (544) (13,793) (26) (2,525) (9,873) 26,178 26,178 19,163 447,064 3,066 8,962 478,255

Revenue Net sales Operating lease income Other services rendered Finance income Total Revenue Expenses Net purchases Operating lease expenses Other services received Finance costs Total Expenses

1,326 1,326 (28,546) (28,546)

34,153 394 227 791 35,565 (15,305) (2,391) (23,941) (4,612) (46,250)

34,153 394 1,553 791 36,891 (15,305) (2,391) (52,488) (4,612) (74,796)

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 000s

Ultimate parent company Balances

Other companies in the Carrefour group 26,536 26,536 12,217 507,159 5,356 524,732

Total

Trade and other receivables Total receivables Non-current financial borrowings Current financial borrowings Suppliers Trade and other payables Total payables

6,339 6,339 2009 Transactions

26,536 26,536 12,217 507,159 5,356 6,339 531,071

Revenue Net sales Other services rendered Total Revenue Expenses Net purchases Operating lease expenses Other services received Finance costs Total Expenses Trade and other receivables Total receivables Non-current borrowings Current borrowings Suppliers Trade and other payables Total payables

83 83 (26,359) (26,359) Balances 5,754 5,754 2008 Transactions (22,528) -

22,957 107 23,064 (14,795) (2,495) (23,579) (5,851) (46,720) 11,878 11,878 12,862 183,462 5,962 815 203,101

23,040 107 23,147 (14,795) (2,495) (49,938) (5,851) (73,079) 11,878 11,878 12,862 183,462 5,962 6,569 208,855

Revenue Net sales Other services rendered Total Revenue Expenses Net purchases Operating lease expenses Other services received Finance costs

19,752 98 19,850 (9,653) (1,904) (24,576) (11,846)

19,752 98 19,850 (9,653) (1,904) (47,104) (11,846)

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 000s

Total Expenses Trade rand other receivables Total receivables Non-current borrowings Current borrowings Suppliers Trade and other payables Total payables

Other companies in the Carrefour group (22,528) (47,979) Balances 11,117 11,117 20,852 243,855 4,051 6,360 541 6,360 269,299

Ultimate parent company

Total

(70,507) 11,117 11,117 20,852 243,855 4,051 6,901 275,659

By way of explanation, under revenue, the "net sales" line item will include the sales made by DIA to DIA Hellas A.E. after its departure from the DIA Group and the Group's transactions with Carrefour World Trade, S.A.; the "Operating lease income" line item will include the re-invoicing to Carrefour Espaa by DIA for rent on the transferred stores; the "Other services rendered" line item will include, inter alia, revenue of ED SAS from Carrefour Socit Anonyme for general services and revenue of DIA from invoicing of personnel and general expenses and royalties to DIA Hellas A.E.; and the "Finance income" line item will include interest income generated on balances in favour of DIA against the Carrefour Coordination Centre and DIA Hellas, A.E. On the other hand, regarding expenses, the "Net purchases" line item will include, inter alia, purchases from Carrefour Import SAS by DIA, ED SAS and DIA Argentina S.A. and purchases made from Carrefour companies in Spain and Carrefour Marchandise Internationale by DIA; the "Operating lease expenses" line item will include, inter alia, the rent invoiced to DIA by Carrefour companies in Spain for the transferred stores; the "Other services received" line item will include consulting services expenses of DIA invoiced by Carrefour Socit Anonyme (starting 1 July 2011 the consulting service expenses will cease, the intragroup agreements existing between the DIA Group and the Carrefour group being terminated, with the exception of the agreements referred to in section 22 below); it also includes consulting service, personnel and other general expenses invoiced by Erteco SAS to ED SAS, as well as general expenses invoiced by Carrefour companies in Spain to DIA; and the "Finance costs" line item will include, inter alia, interest expenses on the loans extended by the Carrefour Coordination Centre and Carrefour China to DIA and the Chinese companies, respectively. Bearing in mind the fact that the Spanish companies in the Group belong to the tax group headed by Norfin Holder, S.L., the sole shareholder of DIA, the credit balance of the DIA Group with that tax group as at 31 March 2011 amounts to 19,228,000 euros (2010: 15,603,000 euros) recorded as "Current income tax liabilities".

226

As mentioned in section 5.2.1 above, in June 2010, a private purchase agreement was signed for the shares of the company DIA Hellas A.E., between Schoptis Holdings Ltd. and DIA as sellers and Carrefour-Marinopoulos Socit Anonyme of General Commerce, Exploitation of Commercial Installations, as purchaser. By virtue of this agreement, DIA transferred its business in Greece, selling its interest in the aforesaid Greek company together with Schoptis Holdings Ltd. For the transfer of its shares DIA obtained 96,000,000 euros. That transfer resulted in an extraordinary profit in the amount of 87,734,000 euros, entered in the "profit/(loss) after tax of the year from discontinued operations" line item of the consolidated income statement as at 31 December 2010. As explained in section 20.7 below, the Company distributed dividends to its sole shareholder Norfin Holder, S.L. during the 2010 financial year in an amount of 532,000,000 euros, whereas in the 2009 financial year the amount was 75,000,000 euros, and 70,000,000 euros in 2008. As noted in section 20.7, following approval by the general shareholders meeting of Carrefour Socit Anonyme of the distribution of all of the capital of DIA as a dividend in kind to the shareholders of Carrefour Socit Anonyme and the admission to trading of the shares of DIA on the Spanish stock exchanges, DIA will distribute an extraordinary dividend of 368,600,000 euros. This distribution of dividends will be fully financed at the market rate on a temporary basis by Carrefour Finance, S.A. (an entity in the Carrefour group), during the period between the date it is distributed and the drawdown under the syndicated loan referred to in section 10.3 above. In addition, during the current year, the following transactions are notable: (i) Acquisition of Erteco SAS On 2 May 2011 ED SAS (a French entity wholly-owned by DIA) acquired all of the shares of the French company Erteco SAS for an amount of 40 million euros. For more information on this acquisition, see section 5.2 above. (ii) Acquisition of minority interests in Diasa Dia Sabanci Supermarketleri Ticaret Anonim Sirketi On 22 April 2011, the companies Twins Alimentacin, S.A.U., Pe-Tra Servicios a la Distribucin, S.L.U. and DIA Portugal Supermercados, Sociedade Unipessoal, Lda. (all wholly-owned, directly or indirectly, by DIA), acquired from certain companies in the Carrefour group 0.0335%, 0.0167% and 0.0167% of the capital of Diasa Dia Sabanci Supermarketleri Ticaret Anonim Sirketi for approximately 100,000, 50,000 and 50,000 euros, respectively. This company, of which DIA directly holds 59.93% of capital, is the entity through which the DIA Group operates in Turkey. The price of these transfers to Twins Alimentacin, S.A.U., Pe-Tra Servicios a la Distribucin, S.L.U. and DIA Portugal Supermercados, Sociedade Unipessoal, Lda. amounted to 220,478 Turkish lira (approximately 100,000 euros), 110,239 Turkish lira (approximately 50,000 euros) and 110,239 Turkish lira (approximately 50,000 euros), respectively.

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Finally, there is a debit balance in favour of DIA regarding the Greek company DIA Hellas A.E., booked in the "trade and other receivables" account, the balance of which as at 31 December 2010 amounted to 9,484,000 euros, and 9,695,000 euros as at 31 March 2011. Payment of this debit balance is expected to occur upon effective separation of the Dia Group from the parent company, Carrefour Socit Anonyme. Similarly, the other debit and credit balances between the DIA Group and the companies in the Carrefour group also will be paid upon effective separation of the DIA Group from the parent company, Carrefour Socit Anonyme, except for those resulting from transactions covered by the agreements that will be maintained in effect after the effective separation, as described in section 22 of this Registration Document.

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20. 20.1

FINANCIAL INFORMATION REGARDING THE ISSUERS ASSETS AND LIABILITIES, FINANCIAL POSITION AND PROFIT AND LOSS Historical financial information The financial information included in this section refers to the DIA Groups consolidated financial statements for the years ended December 31, 2010, 2009 and 2008, audited by KPGM and prepared according to the International Financial Reporting Standards (IFRS-EU) as approved by the European Union in accordance with Regulation (EC) No 1606/2002 of the European Parliament and of the Council. All the figures shown in this section are in thousands of euros unless otherwise indicated. To review the main accounting principles and policies applied in the preparation of the consolidated financial statements for their correct interpretation, as well as the auditor reports for the last three years, investors may consult the consolidated financial statements and audit reports deposited with the CNMV and on the corporate website (www.diacorporate.com).

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20.1.1

Consolidated statements of financial position at December 31, 2010, 2009 and 2008 Following are the DIA Groups audited consolidated statements of financial position at December 31, 2010, 2009 and 2008 prepared under IFRS-EU, indicating the changes in the year.

(Thousands of euros) Property, plant and equipment Goodwill Other intangible assets Investments in associates accounted for by the equity method Non-current financial assets Deferred tax assets Consumer credit from financial companies Non-current assets Inventories Trade and other receivables Trade receivables from group companies Other trade and other receivables Consumer credit from financial companies Current tax assets Other current financial assets Other assets Cash and cash equivalents Non-current assets held for sale Current assets Total assets Issued capital Share premium Reserves Profit for the year Translation differences Other equity instruments Equity attributable to equity holders of the parent Non-controlling interests Total equity Non-current borrowings Non-current borrowings with group companies Non-current bank borrowings Other non-current borrowings Provisions Deferred tax liabilities Non-current liabilities Current borrowings Current borrowings with group companies Current bank borrowings Other current borrowings Trade and other payables Trade and other payables to group companies Other trade and other payables Refinancing of consumer credit Current tax liabilities Current income tax liabilities Other financial liabilities Liabilities directly associated with non-current assets classified as held for sale Current liabilities Total equity and liabilities

2010 1,597,421 414,435 45,419 108 51,665 29,283 3,191 2,141,522 539,303 178,983 26,536 152,447 5,634 38,392 21,615 11,097 316,842 1,111,866 3,253,388 3,899 848,533 (565,396) 122,149 4,594 16,504 430,283 (7,794) 422,489 27,994 12,217 12,332 3,445 184,433 10,377 222,804 540,459 507,159 32,633 667 1,726,110 11,695 1,714,415 480 76,473 23,489 238,537 2,547 2,608,095 3,253,388

2009 1,632,215 413,941 43,679 708 41,449 26,783 6,327 2,165,102 541,231 124,963 11,878 113,085 3,838 44,225 14,276 23,375 250,778 110,627 1,113,313 3,278,415 3,899 848,533 (178,533) 124,008 1,678 11,520 811,105 (6,242) 804,863 28,569 12,862 12,736 2,971 176,195 10,022 214,786 215,039 183,462 30,779 798 1,620,517 12,531 1,607,986 2,014 70,151 12,356 224,381 114,308 2,258,766 3,278,415

2008 1,626,258 418,025 42,919 542 38,096 34,405 8,507 2,168,752 577,182 176,243 11,117 165,126 4,173 63,152 18,159 22,024 304,679 9,659 1,175,271 3,344,023 3,899 848,533 (181,748) 82,078 (12,209) 7,343 747,896 (3,186) 744,710 47,897 20,852 24,390 2,655 192,967 3,515 244,379 276,943 243,855 31,819 1,269 1,746,085 10,952 1,735,133 4,723 69,855 5,104 227,439 24,785 2,354,934 3,344,023

Var 10/09 -2% 0% 4% -85% 25% 9% -50% -1% 0% 43% 123% 35% 47% -13% 51% -53% 26% -100% 0% -1% 0% 0% 217% -1% 174% 43% -47% 25% -48% -2% -5% -3% 16% 5% 4% 4% 151% 176% 6% -16% 7% -7% 7% -76% 9% 90% 6% -98% 15% -1%

Var 09/08 0% -1% 2% 31% 9% -22% -26% 0% -6% -29% 7% -32% -8% -30% -21% 6% -18% 1.045% -5% -2% 0% 0% -2% 51% -114% 57% 8% 96% 8% -40% -38% -48% 12% -9% 185% -12% -22% -25% -3% -37% -7% 14% -7% -57% 0% 142% -1% 361% -4% -2%

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Comments on the most significant changes in the consolidated statements of financial position prepared under IFRS-EU (2010-2008) Following is a description of the main items in consolidated statements of financial position, indicating their content and nature at December 31, 2010, along with explanations of the main changes therein in 2010, 2009 and 2008. Non-current assets Property, plant and equipment In 2010, the gross cost of property, plant and equipment (excluding depreciation and impairment) increased by 39,897 thousand euros, mainly due to additions of plant, machinery and other assets (248,856 thousand euros) and buildings (30,360 thousand euros), mostly for adaptations to the new DIA Market and DIA Maxi brands. This increase was partly offset by derecognitions of plant (251,861 thousand euros) related primarily to the change of installations for adaption to the aforementioned formats. In 2009, the gross cost of property, plant and equipment (excluding depreciation and impairment) increased by 117,112 thousand euros, mainly due to the net impact of additions and disposals of plant and machinery to adapt stores to the new DIA Maxi and DIA Market brands (net impact of 198,871 thousand euros) and the transfer of 90,201 thousand euros of plant, machinery and other assets, mostly related to DIA Hellas A.E. assets, to Non-current assets held for sale. Section 5.2 of this Registration Document provides further information on these additions. Goodwill The Groups goodwill at December 31, 2010, is composed mainly of the following business combinations: In Spain, by the acquisitions of Plus Supermercados S.A. in 2007 for 160,553 thousand euros and Distribuciones Reus, S.A. in 1991 for 26,480 thousand euros. In France, mainly by the acquisitions of Penny Market, S.A in 2005 for 67,948 thousand euros and Sonnenglut/Treff March in 2003 for 10,510 thousand euros. In both Spain and France, additional goodwill by various acquisitions of stores or groups of stores, for 32,323 thousand and 55,400 thousand euros, respectively. In Portugal, from the business combination arising from the acquisition of Companhia Portuguesa de Lojas de Desconto, S.A. in 1998 for 39,754 thousand euros. In Turkey, by the acquisition of Endi Tketim Mallari Ticaret Ve Sanayi Anonim Sirketi in 2006 for 21,467 thousand euros.

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The balance of this item at December 31, 2010, was broadly unchanged from December 31, 2009. In 2009, goodwill decreased by 4,084 thousand euros, above all due to the net impact of the acquisitions of three stores in France and three in Spain, and the disposals in the France segment for collection from a lawsuit regarding the acquisition of Penny Market, S.A. in 2005, which reduced the purchase price and, accordingly, the related goodwill. Other intangible assets The increase in the cost of other intangible assets (excluding accumulated amortization and impairment losses) of 2,768 thousand euros in 2010 relates mainly to the net effect of additions of software (5,382 thousand euros) and key money (4,529 thousand euros), which was partly offset by disposals of key money following the closure of some stores (7,232 thousand euros), mainly in Portugal and France. In 2009, the increase in the cost of other intangible assets (excluding accumulated amortization and impairment losses) of 5,578 thousand euros was due mainly to investments in software. Investment in associates accounted for by the equity method Investment in associates accounted for by the equity method" includes the DIA Group's holdings in SAS Proved. The 600 thousand euro decrease in 2010 relates to the inclusion of losses for the year, while the 166 thousand euro increase in 2009 relates to the net effect of the inclusion of 334 thousand euros of losses in the year and proceeds from the investee's 500 thousand euro rights issue. Non-current financial assets Non-current financial assets include mainly amounts given to lessors as guarantees of lease arrangements entered into with them by the DIA Group, trade receivables on sales with a longer cycle than the operating cycle (finance given to franchisees for purchases), equity instruments (Group investments in nonconsolidated subsidiaries, owners of stores) and loans to employees. The balance of this item at December 31, 2010 was 51,665 thousand euros (of which the main amounts are 34,366 thousand euros of guarantees and 13,170 thousand euros of receivables from customers with a longer cycle than the operating cycle). This item increased by 10,216 thousand and 3,353 thousand euros in 2010 and 2009, respectively, mainly due to changes related to the financing provided to franchisees (increases of 7,163 thousand and 5,329 thousand euros, respectively). This increased financing to franchisees was mostly caused by steady increases in financing granted by the Group to help franchisees obtain their initial supply of merchandise upon opening their stores. In 2009, this impact was partly offset by a net 1,633 thousand euro decline in the balance of guarantees due to the closure of some stores.

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Deferred tax assets Deferred tax assets in 2010 increased by 2,500 thousand euros due to the net effect of an increase of 7,528 thousand euros (of which 5,916 thousand euros related to DIA Argentina, as it recognized a deferred tax asset at the beginning of the year which until then had been deemed irrecoverable) and a decrease in tax losses of 5,028 thousand euros utilized in the year. In 2009, deferred tax assets decreased by 7,622 thousand euros, due mostly to the impact of the BCAV (business contribution on added value) in France of 5,660 thousand euros. Consumer credit from financial companies This item includes the non-current amount of credits given by group company Finandia, E.F.C., S.A.U. to individual residents in Spain related to DIA credit card payments in Group stores. The balance at December 31, 2010, stood at 3,191 thousand euros. The reductions of 3,136 thousand and 2,180 thousand euros in 2010 and 2009, respectively, were due mainly to the halt to granting personal card credits in March 2009 caused by the economic and financial crisis in Spain. Current assets Inventories The 35,951 thousand euro reduction in inventories in 2009 was the result of the Group's de-stocking policy and the transfer of owned to franchised stores. This policy continued in 2010, although changes in commercial inventory were not significant. Trade and other receivables Trade receivables from group companies This item includes receivables from Group companies (mainly the Groups credit balance with Carrefour World Trade). The balance at December 31, 2010 was 26,536 thousand euros, of which 17,052 thousand euros were with Carrefour Word Trade and 9,484 thousand euros were from a debtor balance with DIA Hellas AE. The balance increased by 14,658 thousand euros in 2010, mostly following the inclusion of the debtor balance with DIA Hellas A.E. In 2009, the balance of this item did not change significantly (increase of 761 thousand euros). Other trade and other receivables This item includes receivables from franchisees and sublessees for the sale of merchandise and the reinvoicing of rentals, and receivables from

233

suppliers for ancillary and other similar income. The balance at December 31, 2010, stood at 152,447 thousand euros. The increase in 2010 of 39,362 thousand euros was mainly the result of: (i) an increase of 33,857 thousand euros in receivables from suppliers for ancillary and other similar income mostly because, given the structure of negotiations, some items were recognized in prior years, thereby reducing the balance with suppliers; and (ii) an increase of 4,498 thousand euros in receivables from franchisees following the increase in the number of franchised stores in the year. The balance in 2009 decreased by 52,041 thousand euros, mostly as a result of: (i) the reduction in receivables from Spanish franchisees of 5,348 thousand euros thanks to improved collection management in the year, (ii) the decrease in ancillary and other similar income of 5,414 thousand euros and (iii) the fall in receivables from discount volumes from suppliers in France of 24,387 thousand euros, mostly in the wake of new legislation that led to a drop in the volume of this type of discount given. Consumer credit from financial companies This item includes the current amount of credits given by the group company Finandia EFC to individual residents in Spain related to DIA credit card payments in Group stores. The balance at December 31, 2010, was 5,634 thousand euros. The increase of 1,796 thousand euros from the previous year is mainly due to the increase in balances with short-term maturities, although the total balance of consumer credit from financial companies declined by 1,340 thousand euros due to the halt to granting personal card credits, as explained previously in this Registration Document. The 355 thousand euro decrease in 2009 is in the same connection. Section 6.1 of this Registration Document provides more details on these credits. Current tax assets Current tax assets in 2010 and 2009 decreased by 5,833 thousand and 18,927 thousand euros, respectively. The 5,833 thousand euro reduction in 2010 was the result of the net effect of: (i) a decrease of other current income tax assets of 8,963 thousand euros, mostly because prepaid income taxes were not required in France, and (ii) increases in VAT and other receivables of 1,758 thousand and 1,372 thousand euros, respectively. The balance in 2009 decreased by 18,927 thousand euros, due mainly to the reduction in the balance of "VAT receivable from the Treasury" of 15,777 thousand euros, mostly due to a receivable from the Treasury relating to Twins Alimentacin, S.A.U.

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Other current financial assets Other current financial assets includes mainly loans to employees, receivables from insurance companies for claims and from suppliers and other receivables for redemption of promotional coupons and accepted store payment methods. The balance of this item at December 31, 2010 stood at 21,615 thousand euros. The increase of 7,339 thousand euros from 2009 was mainly the result of the acceptance of restaurant vouchers at DIA Group stores as a payment method. The amounts must be reimbursed by the issuers of the vouchers (the increase was because since 2010, French law allows this payment method in supermarkets). The 3,883 thousand euro reduction in 2009 was due above all to the net effect of the collection of 5,943 of receivable from disposals of assets in France and the increase of 2,092 thousand euros relating to the redemption of promotional coupons and other accepted store payment methods. Other assets This item mainly includes prepayments for operating leases, mostly in France, and the accrual of insurance premiums and of the recognition of security deposits given on leases at present value. The balance of this item at December 31, 2010 stood at 11,097 thousand euros. The decrease of 12,278 thousand euros from 2009 is explained mostly by the change in billing procedures with lessees of stores in France with respect to the timing of invoicing of rentals. In 2009, the balance did not change significantly (an increase of 1,351 thousand euros). Cash and cash equivalents Cash and cash equivalents include cash on hand and at banks, demand deposits and other highly liquid investment with a maturity period of three months or less. The balance at December 31, 2010 was 316,842 thousand euros. Section 20.1.5 provides a detail of the statement of cash flows for the years ended December 31, 2010, 2009 and 2008. Non-current assets held for sale The reduction in the balance of this item in 2010 of 110,627 thousand euros relates mainly to the disposal of assets of DIA Hellas A.E., which was acquired by Carrefour group company Carrefour Marinopoulus, A.E. The disposal generated a gain of 87,734 thousand euros, recognized under Profit/(loss) after tax for the year from discontinued operations in the consolidated income statement.

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At the same time, the increase in 2009 of 100,968 thousand euros related to the net effect of: i) the inclusion under this item of the assets of DIA Hellas A.E. -that year, the decision was made to cease the Groups operations in Greece and sell that company, classifying all its assets and related liabilities as held for sale- and ii) the disposals of certain assets of Twins Alimentacion, S.A.U. and of Pre-Tra Servicios a la Distribucin, S.L.U. For further information, see section 5.2 of this Registration Document. Equity attributable to equity holders of the parent Equity attributable to equity holders of the parent in 2010 decreased by 380,822 thousand euros, mainly due to the combined impact of the following: Profit for the year of 122,149 thousand euros. Payment of 532,000 thousand euros of dividends. Changes in interests in subsidiaries (DIA Hellas A.E.), with a positive impact of 21,368 thousand euros. Exchange gains on the translation of the financial statements of foreign operations of 2,916 thousand euros. Share-based payment transactions entailing shares of Carrefour, S.A. for DIA Group employees amounting to 5,005 thousand euros. The balance of this item in 2009 increased by 63,209 thousand euros in the year, mainly due to the combined impact of the following: Profit for the year of 124,008 thousand euros. The payment of 75,000 thousand euros of dividends to partners Exchange gains on the translation of the financial statements of foreign operations of 13,887 thousand euros. Share-based payment transactions entailing shares of Carrefour, S.A. for DIA Group employees amounting to 6,778 thousand euros and cancellation of payments amounting to 698 thousand euros. Changes (negative impact) in investments in subsidiaries amounting to 5,499 thousand euros. Also in 2009, the DIA Group (through its parent) acquired a 12.60% stake in Beijing DIA Comercial Co. Ltd., raising its holding to 100%. The cash consideration paid to equity holders of the parent in this company amounted to 2,334 thousand euros, recognized as a decrease in total equity. DIAs share capital in these three years was unchanged, consisting of 648,717 fully subscribed and paid ordinary shares with a par value of 6.01 euros each. The share premium was also unchanged, arising mainly in 2004 from a rights offering fully subscribed and paid by French company Erteco SAS. Section 20.1.4 of this Registration Document provides further details on equity.

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Non-controlling interests The balance of this item at December 31, 2010 related to the non-controlling interest in Dia Sabanci Supermarketleri Ticaret Anonim Siketi (Turkey), for 7,794 thousand euros. The balance at December 31, 2009 included the stake in the aforementioned company (for -4,171 thousand euros) and in DIA Hellas, A.E. (for -2,071 thousand euros). The balance at December 31, 2008, includes the interests in these company (for respective amounts of 272 thousand and -273 thousand euros) and the non-controlling interest in Beijing DIA Comercial Co. Ltd (for 3,185 thousand euros). The decrease of 1,552 thousand euros in 2010 is explained mainly by the reduction in non-controlling interests of DIA Hellas A.E. following its removal from the companys consolidated scope after the sale of the holdings to Carrefour Marinopoulus, A.E. This deconsolidation had a positive impact on this item of 2,071 thousand euros, outweighing the negative impact of 3,576 thousand euros caused by the loss in the year from Dia Sabanci Supermarketleri Ticaret Anonim Sirketi (Turkey). The 3,056 thousand euro decline in 2009 relates primarily to the losses attributable to Dia Sabanci Supermarketleri Ticaret Anonim Sirketi and Dia Hellas A.E. of 4,424 thousand euros and 1,798 thousand euros, respectively, which could not be made up for with the acquisition of Beijing DIA Comercial Co. Ltd this year for 3,185 thousand euros. Non-current liabilities Non-current borrowings See section 10.1 of this Registration Document for details on borrowings. Provisions Provisions consists mainly of provisions for long-term employee benefits related to defined benefit plans and provisions for taxes, legal contingencies and social security contributions (the latter for 176,038 thousand euros at December 31, 2010). In 2010, the balance of this item increased by 8,238 thousand euros, due mostly to the charge for the tax assessment signed in conformity by DIA for 2007 of 3,859 thousand euros, the charge for late-payment interest for the rest of DIAs tax proceedings of 5,319 thousand euros and for amounts utilized and reversed in the year. In 2009, the balance of this item decreased by 16,772 thousand euros. This reduction was mainly the result of the net impact of recognizing provisions for tax assessments and legal contingencies (including interest on tax assessments amounting to 11,909 thousand euros), the use of provisions for tax, legal and social contingencies (including 8,531 thousand euros for the assessment of 1992 income tax paid by the parent in the year) and reversals of provisions (including

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20,904 thousand euros of unused provisions following the favorable ruling for the Group regarding assessments for income tax in the years 1991 to 1993). Deferred tax liabilities Deferred tax liabilities in 2010 was broadly in line with the level of 2009. The balance of this item increased by 6,507 thousand euros in 2009, mainly due to the impact of a change in the provision for onerous contracts in Spain amounting to 6,078 thousand. Current liabilities Current borrowings See section 10.1 of this Registration Document for details on borrowings. Trade and other payables Trade and other payables to group companies This item includes mainly the parents debt with Carrefour, S.A. for services received. Other trade and other payables Other trade and other payables shows the value of balances with suppliers and other payables, mainly of commercial liabilities with suppliers of merchandise and providers of services.
(Thousands of euros) Suppliers Prepayments to suppliers Other payables Total 2010 1,534,101 180,314 1,714,415 2009 1,434,974 3,413 169,599 1,607,986 2008 1,565,632 4,014 165,487 1,735,133 Var 10/09 7% N/A 6% 7% Var 09/08 -8% -15% 2% -7%

Other trade and other payables in 2010 increased by 106,429 thousand euros, mainly due to the increase in Suppliers of 99,127 thousand euros for purchases and consumption of merchandise and the slight increase in the average payment period (73 days in 2010 and 71 days in 2009 considering only suppliers and advances from suppliers and excluding other payables). On the contrary, in 2009 the balance of this item decreased by 127,147 thousand euros, from the combined effect of a reduction of 130,658 thousand euros in the balance with suppliers and an increase in other payables of 4,112 thousand euros. Lower purchase volumes (1% reduction in the year) coupled with a decrease in the average payment period (71 days in 2009 compared to 77 days in 2008 considering only suppliers and advances from suppliers and excluding creditors) led to the reduction in balances with suppliers (see comment on operating working capital in section 10.2). Movements in Other payables relate to the ordinary course of business, with no significant modifications in payment terms to trade creditors.

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Refinancing of consumer credit This item includes bank credit lines used by the finance company Finandia for the refinancing of third-party credits. The decreases in 2010 and 2009 of 1,534 thousand and 2,709 thousand euros, respectively, relate mainly to a lower borrowing requirement those years thanks to the equity capital available and the smaller amount of credits to finance. Current tax liabilities Current tax liabilities increased by 6,322 thousand euros in 2010 mostly because of the increase in the balance of "VAT payable to the Treasury" of 5,643 thousand euros, in part due to tax hikes in Portugal and Spain. In 2009, the amount of current tax liabilities was broadly unchanged. Current income tax liabilities This item shows the amount of income tax payable. The balance of this item in 2010 and 2009 increased by 11,133 thousand and 7,252 thousand euros, respectively. In 2010, the increase was mostly caused by the increase in taxes payable by DIA, the hike in the tax rate in Portugal and the commencement of tax payments by DIA Brasil and DIA Argentina. In 2009, most of the increase in the year was because Twins Alimentacin, S.A.U. began achieving a profit (compared to losses before, which were offset with the Groups results). Other financial liabilities The breakdown of Other financial liabilities is as follows:
(Thousands of euros) Payables to employees Amounts owed to suppliers of fixed assets Other current liabilities Total 2010 124,607 83,221 30,709 238,537 2009 119,905 85,267 19,209 224,381 2008 119,383 91,215 16,841 227,439 Var 10/09 4% -2% 60% 6% Var 09/08 0% -7% 14% -1%

In 2010, the balance of this item increased by 14,156 thousand euros, due primarily to the increase in Other current liabilities caused by payments to sublessees of stores for third-party amounts collected (e.g. spaces for fruit and meat) because of the change in the payment date and the cancellation of balances with them. The decrease in 2009 of 3,058 thousand euros relates mainly to the decrease in Amounts owed to suppliers of fixed assets in line with the reduction of investments in property, plant and equipment.

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Liabilities directly associated with non-current assets classified as held for sale The decrease in the balance of this item in 2010 of 111,761 thousand euros relates mainly to the disposal of the liabilities associated with assets of DIA Hellas A.E., which was sold to Carrefour group company Carrefour Marinopoulus, A.E. during the year. At the same time, the increase in 2009 of 89,523 thousand euros relates mostly to the liabilities of DIA Hellas A.E., since during the year the DIA Group decided to dispose of this company, classifying its liabilities as held for sale.

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20.1.2

Consolidated income statements for the years ended December 31, 2010, 2009, and 2008 Following are the audited consolidated income statements for the years ended December 31, 2010, 2009 and 2008 prepared under IFRS-EU, indicating the changes in the year.

(Thousands of euros) Sales of goods Other income Revenue Cost of sales Employee benefits expenses Operating expenses Depreciation, amortization and impairment Gains (losses) on disposal of assets Operating profit Finance income Finance costs Share of profit (loss) of associates Profit before tax from continuing operations Income tax expense Profit for the year from continuing operations Profit/(loss) after tax for the year from discontinued operations Profit for the year Profit for the year attributable to equity holders of the parent Profit from continuing operations Profit/(loss) from discontinued operations Loss from continuing operations attributable to non-controlling interests Loss from discontinued operations attributable to non-controlling interests Basic and diluted earnings per share (euros) Profit from continuing operations Profit/(loss) from discontinued operations Profit for the year

2010 9,588,045 84,951 9,672,996 (7,652,306) (796,007) (776,408) (269,873) (40,359) 138,043 5,945 (18,628) (600) 124,760 (87,207) 37,553 79,341 116,894 122,149 41,129 81,020 (3,576) (1,679)

2009 9,226,629 66,145 9,292,774 (7,362,978) (794,234) (718,232) (233,644) (8,248) 175,438 2,461 (14,183) (334) 163,382 (36,606) 126,776 (8,990) 117,786 124,008 131,200 (7,192) (4,424) (1,798)

2008 9,239,835 64,439 9,304,274 (7,417,116) (771,859) (759,600) (224,520) 12,305 143,484 5,351 (26,812) 42 122,065 (39,580) 82,485 (7,967) 74,518 82,078 88,453 (6,375) (5,968) (1,592)

Var 10/09 3.9% 28.4% 4.1% 3.9% 0.2% 8.1% 15.5% n/a -21.3% n/a 31.3% n/a -23.6% n/a -70.4% n/a -0.8% -1.5% -68.7% n/a -19.2% -6.6%

Var 09/08 -0.1% 2.6% -0.1% -0.7% 2.9% -5.4% 4.1% n/a 22.3% -54.0% -47.1% n/a 33.8% -7.5% 53.7% 12.8% 58.1% 51.1% 48.3% 12.8% -25.9% 12.9%

63 125 188

202 (11) 191

136 (10) 126

-68.8% n/a -1.6%

48.5% 10.0% 51.6%

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Comments on the most significant changes in the key items in the consolidated income statements prepared under IFRS-EU (2010-2008) Following is a description of the most significant changes in the key items of the DIA Groups consolidated income statements (see segment breakdown in section 9.2.2.): - Sales of goods: Sales amounted to 9,588,045 thousand euros in 2010, an increase of 361,416 thousand euros or 3.9% from the 9,226,629 thousand euros obtained by the Group in 2009. This movement was due to the net difference between (i) declines in sales in France and Iberia (of 158,507 thousand and 4,801 thousand euros or 5.9% and 0.1%, respectively), and (ii) an increase in sales in Emerging Countries (of 524,724 thousand euros, or 32.7%). Growth in the Emerging Countries segment was driven by the positive sales performances of stores opened for more than a year (13.4% increase) and those opened in the year (201 CO-CO stores and 240 franchises). Sales of goods amounted to 9,226,629 thousand euros in 2009, a decrease of 0.1% from 2008. The decrease was due mainly to lower sales in the France and Iberia segments (decreases of 141,140 thousand and 83,005 thousand euros or 5.0% and 1.7%, respectively), although this was partly offset by increases in Emerging Countries (210,939 thousand euros or 15.1%). - Other income: Other income increased in both 2010 and 2009 as a result of: (i) re-invoicing of lease expenses of CO-CO stores transferred to franchisees (344 and 145 stores transferred in 2010 and 2009, respectively) and (ii) higher fines imposed on suppliers from DIAs rejection of products when they fail to meet the Groups quality standards or because of delays in delivery as contractually agreed. In 2008, these effects were offset partly by the reduction in income in the Iberia segment caused by the halt to the sublease of spaces in stores. - Cost of sales: This item represented 79.8% of revenue in 2010 and in 2009, increasing by 289,328 thousand euros or 3.9% in 2010 to 7,652,306 thousand euros from 7,362,978 thousand euros in 2009. Growth in 2010 was driven by higher purchasing volumes in Emerging Countries, which were partly offset by the Iberia and France segments, where skilled management and bargaining power helped the Company to control its purchases of merchandise.

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In 2008, this item represented 80.3% of sales. The higher cost was due primarily to costs in Emerging Countries where operations were in the initial growth stages and because the Group's bargaining strength in these countries was slightly weaker than in Spain, France and Portugal. The breakdown of this item is as follows:
(Thousands of euros) Purchases of merchandise and other consumables, net Logistics costs Other Cost of sales 2010 7,182,887 467,200 2,219 7,652,306 2009 6,905,630 454,100 3,248 7,362,978 2008 6,960,429 452,000 4,687 7,417,116 Var 10/09 4.0% 2.9% -31.7% 3.9% Var 09/08 -0.8% 0.5% -30.7% -0.7%

Purchases of merchandise and other consumables, net" includes purchases and changes in inventories, volume and other discounts. Logistics costs includes operating costs of warehouses operated by the Group (personnel expenses, operating expenses, and depreciation and amortization). Other includes exchange differences related to purchases of merchandise and costs of product sold by the finance company (Financia, E.F.C., S.A.U.). - Employee benefits expense: The amount of this item increased in absolute terms in 2010 and 2009 (and by 8.3pp, 8.6pp and 8.4pp in terms of sales of 2010, 2009 and 2008, respectively). Changes in this item were mainly the result of: (i) (ii) increase in the average cost per employee due to wage increases in each country, changes in average number of employees:
2010 Average number of employees 45,489 2009 46,883 2008 46,641 Var 10/09 -3.0% Var 09/08 0.5%

a. increase in employees from new CO-CO store openings in Emerging Countries (201 and 105 in 2010 and 2009, respectively) and in Iberia and France (42 and 57, respectively) b. increase in the number of employees at "DIA Market" and "DIA Maxi" stores However, these increases were partly and fully offset in 2009 and 2010, respectively, by:

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c. the transfer of CO-CO stores to CO-FO franchises (344 and 145 stores transferred in 2010 and 2009, respectively), which led to savings in personnel costs as these were then borne by the franchisees d. the additional impact in 2010 of the reorganization of work duties at stores and warehouses to raise efficiency and productivity. - Operating expenses: Operating expenses" increased in 2010 in absolute terms compared to 2009, after declining in 2009 compared to 2008. Operating expenses represented 8.1%, 7.8% and 8.2% of sales in 2010, 2009 and 2008, respectively. The breakdown of this heading in the three years is as follows:
(Thousands of euros) Repairs and maintenance Utilities Fees Advertising Taxes other than income tax Insurance premiums Other overheads General expenses Rent Other restructuring costs and income Total other operating expenses As % of sales 2010 70,555 106,672 40,843 53,255 38,438 9,268 146,820 465,851 282,178 28,379 776,408 8.1% 2009 71,139 104,344 36,399 51,602 47,911 10,023 138,620 460,038 269,674 (11,480) 718,232 7.8% 2008 68,073 95,780 37,450 50,819 49,507 10,052 134,779 446,460 258,030 55,110 759,600 8.2% Var 10/09 -0.8% 2.2% 12.2% 3.2% -19.8% -7.5% 5.9% 1.3% 4.6% n/a 8.1% 0.3pp Var 09/08 4.5% 8.9% -2.8% 1.5% -3.2% -0.3% 2.8% 3.0% 4.5% n/a -5.4% -0.4pp

Towards the end of 2009, a cost-cutting program was launched following the increase in costs in the year compared to 2008 (see section 9.2.2.). This program helped make up for part of the increases in overheads in emerging countries. As explained in section 9.2.2, in the France segment there was the reclassification of a tax (the Cotisation sur la Valeur Ajoute des Enterprises or business contribution on added value, BCAV) from Taxes other than income tax to Income tax expense for 7,300 thousand euros in 2010. "Fees" includes audit fees, lawyers fees and fees for other independent professional services. Other overheads includes mainly services provided to cash courier companies, surveillance services, travel expenses and expenses for consulting services provided by the Carrefour group.

Rental expenses in the three years increased mainly because of: (i) the increase in leased stores in emerging countries (around 200 and 100 stores in 2010 and 2009, respectively) in line with the expansion of this segment; and (ii) the increase in rental costs in France in 2009 caused by the increase in the construction price index to which rents in that country are indexed (approximately 7,300 thousand euros).

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DIA spent 28,379 thousand euros on its reorganization and initiatives to raise efficiency and productivity in 2010 (mainly in Spain), compared to net income of 11,480 thousand euros in 2009. The balance in 2009 included the reversal of a provision previously recognized for 12,957 thousand euros for costs related to the closure of Plus stores acquired in Spain in December 2007. These costs were ultimately lower than expected, so the unused amount was reversed. The balance in 2008 includes mainly costs and losses of closed stores (Plus stores in Spain) and operating expenses in the year for the transformation of stores to the new DIA Maxi and DIA Market brands in Iberia. In addition, the Group recognized an expense in 2008 of 21,644 thousand euros in France mainly in relation to a provision for the payment in a lawsuit regarding the calculation of VAT.

- Depreciation, amortization and impairment: The expenses for depreciation, amortization and impairment include mainly the following: (i) the systematic allocation of the cost of the assets over their useful life and (ii) the impact of impairment tests on stores. The breakdown between depreciation, amortization and impairment losses is as follows:
(Thousands of euros) Depreciation and amortization Impairment Depreciation, amortization and impairment 2010 261,873 8,000 269,873 2009 234,518 (874) 233,644 2008 218,216 6,304 224,520 Var 10/09 11.7% N/A 15.5% Var 09/08 7.5% N/A 4.1%

The deprecation and amortization expense increased in both 2010 and 2009, due to: o (i) the increase in the cost of assets caused by the transformation of stores to the "DIA Market" and "DIA Maxi" (453 and 538 stores in 2010 and 2009, respectively), (ii) the opening of new CO-CO stores (243 and 162 stores, respectively) and (iii) the reestimation of the useful live in 2010 of assets related to ED stores transformed to the DIA format, with an impact of 16,000 thousand euros.

The movements in impairment are the result of: o The impairment in 2010 relates mainly to the impairment of the Iberia and Emerging Countries segments, of 10,155 thousand euros, which was partly offset by the France segment, with income of 2,155 thousand euros. The income in France in both 2010 and 2009 (874 thousand euros) corresponds to the reversal of impairment losses recognized for stores closed in the period. In 2008, the Group recognized an impairment loss on stores of 6,304 thousand euros, attributable to France.

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- Gains (losses) on disposal of assets: This item includes gains and losses from store closures and transformations. In 2010, the DIA Group incurred losses mostly because of the transformation of (CO-CO) stores to new formats amounting to 40,359 thousand euros, mainly in France and Iberia. In 2009, these losses amounted to 8,248 thousand euros. These expenses were more significant in the France segment (24,650 thousand euros in 2010 compared to gains of 1,445 thousand euros in 2009) owing to the transformation of 203 (CO-CO) stores from the former ED to the DIA format. The remainder relates mainly to the transformation to DIA Maxi and DIA Market stores in Iberia. In 2008, however, the Group obtained a net gain of 12,305 thousand euros, driven by proceeds from the sale and lease-back of warehouses in Spain amounting to 20,652 thousand euros. This income was partly offset by losses on the transformation and closure of stores in the Iberia segment. - Operating profit (loss): the margin narrowed by 0.5pp in 2010 to 1.4% from 1.9% in 2009. - The reduction was mainly the result of: (i) the increase in depreciation and amortization caused by the reestimation of the useful life in France and transformations of stores in France and Iberia (0.2pp), (ii) the result of impairment testing in Iberia (0.1pp), (iii) gains and losses on the disposal of assets (0.2pp), (iv) the negative impact of restructuring costs (0.4pp); partly offset by: (i) savings in operating expenses excluding restructuring costs (0.1pp) and (ii) savings in personnel expenses (0.3pp). In 2009, the operating margin widened by 0.3pp, thanks mainly to savings in cost of sales (0.5pp), held back somewhat by the higher depreciation and amortization charge (0.2pp). The increase in depreciation and amortization was due to both the transformation of existing stores and the opening of new stores. There was also a series of impacts with opposing effects that virtually balanced each other out: (i) increase in margins of 0.2pp due to operating expenses caused by other restructuring expenses and income; excluding these, margins would have eroded by 0.5pp; and (ii) a loss of margins of 0.2pp arising from the result of impairment tests and gains and losses on the disposal of assets. - Finance income: the main increase in 2010 was due to the positive impact of net exchange differences, mostly attributable to positive trends by the Chinese Yuan. However, the increase in finance income in 2009 was smaller, due to the smaller return obtained on financial balances.

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- Finance costs: the increase in 2010 was mainly attributable to the Emerging Countries segment as a result of the financing needs for its ongoing expansion. In 2009, however, the balance of this item decreased on the back of the rises in most of the indices to which the DIA Groups borrowings are indexed and to the reduction in borrowings. In addition, the figure for 2008 included late-payment interest for tax provisions in France of approximately 5,800 thousand euros. - Share of profit (loss) of associates: The negative impact of 600 and 334 thousand euros and the positive impact of 42 thousand euros in 2010, 2009 and 2008 related to results of SAS Proved attributable to the DIA Group. - Profit before tax from continuing operations: the above led to a profit before tax from continuing operations of 124,760 thousand, 163,382 thousand and 122,065 thousand euros in 2010, 2009 and 2008, respectively. These amounts represented 1.3%, 1.8% and 1.3% of sales in 2010, 2009 and 2008, respectively. - Income tax: The effective tax rate was 69.9% in 2010 compared to 22.4% in 2009, an increase of 47.5pp. The largest increases in effective tax rates were in Spain and France. In Spain, the increase was mainly due to the income tax provision for related party transactions from 2004 to 2007 including the financial impact and fines (provision for the assessment raised for 2004 to 2006 and the assessment for 2007). In France, as explained previously, in 2010 a tax (the Cotisation sur la Valeur Ajoute des Enterprises or business contribution on added value, BCAV) was reclassified from Taxes other than income tax to Income tax expense for 7,300 thousand euros in 2010. In addition, the nominal income tax rate in Portugal was raised by 2.5pp in 2010. The DIA Groups effective tax rate for the year ended December 31, 2008 was 32.4%, mainly because of the impact in France of a tax provision amounting to 27,230 thousand euros which, while it reduces accounting profit, it is not deducible from income tax, thus leading to an increase in the effective rate that year. - Profit/(loss) after tax for the year from discontinued operations: this item includes: (i) the loss from operations from DIA Hellas A.E. up until the companys sale in July 2010 to Carrefour Marinopoulos A.E. (see section 20.1.1), which amounted to 8,393 thousand euros (losses of 8,990 thousand euros in 2009 and 7,967 thousand euros in 2008) and (ii) gains on the sale of the company in July 2010, which amounted to 87,734 thousand euros (see section 20.1.1).

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Profit for the year: these above mentioned factors led to a profit for the year for the DIA Group of 116,894 thousand, 117,786 thousand and 74,518 thousand euros, respectively, in 2010, 2009 and 2008. These amounts represented 1.2%, 1.3% and 0.8% in 2010, 2009 and 2008, respectively. Profit for the year attributable to non-controlling interests: Loss attributable to non-controlling interests in the three years amounted to 5,255 thousand, 6,222 thousand and 7,560 thousand euros, in 2010, 2009 and 2008 respectively. These losses were attributable to non-controlling interests in the subsidiaries in Turkey and Greece, and to DIA Shanghai in 2008. Results from Greece are shown as discontinued operations in the Groups consolidated income statement each year. 20.1.3 Consolidated statements of comprehensive income Following are the audited consolidated income statements of comprehensive income for the years ended December 31, 2010, 2009 and 2008 prepared under IFRS-EU.
(Thousands of euros) Profit for the year Other comprehensive income: Exchange differences on translation of foreign operations 2,869 13,868 (17,435) 2010 116,894 2009 117,786 2008 74,518

Net movement on cash flow hedges Income tax effect Transfers to the consolidated income statement Total comprehensive income for the year, net of tax Attributable to: Equity holders of the parent Non-controlling interests

106 (32) 2,943 119,837

(381) 114 13,601 131,387

1,217 (365) (16,583) 57,935

125,139 (5,302) 119,837

137,628 (6,241) 131,387

66,423 (8,488) 57,935

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20.1.4

Consolidated statements of changes in equity for the years ended December 31, 2010 and 2009 and 2008 The DIA Groups audited consolidated statements of changes in equity for the years ended December 31, 2010, 2009 and 2008 are as follows:
Attributable to the equity holders of the parent Foreign currency Other Share Reserves and retained Cash flow hedge translation contributions by premium earnings reserve reserve owners 848,533 (113,922) (679) 4,620 82,078 322 852 (16,829) 322 (16,829) 852 82,400 852 (16,829) (70,000) 7,170 (70,000) 7,170 1,852 848,533 (99,670) 173 (12,209) 7,170 124,008 (267) 13,887 13,887 (267) 124,008 (267) 13,887 (78,863) 4,444 (75,000) 6,778 1,636 (2,334) (5,499) 848,533 (54,525) (94) 1,678 11,614 122,149 74 2,916 2,916 74 122,149 74 2,916 (510,871) 4,910 (532,000) 5,005 (239) (95) 21,368 848,533 (443,247) (20) 4,594 16,524

(thousand euros) As at January 1, 2008 Net profit for the year Other comprehensive income for the year, net of tax Exchange differences on translation of foreign operations Cash flow hedges Result for the year Transactions with shareholders and owners Payment of dividends Share-based payment transactions Other movements As at December 31, 2008 Net profit for the year Other comprehensive income for the year, net of tax Exchange differences on translation of foreign operations Cash flow hedges Result for the year Transactions with shareholders and owners Payment of dividends Share-based payment transactions Settlements of share-based payment transactions Changes in holdings in subsidiaries As at December 31, 2009
Profit for the year

Other comprehensive income for the year, net of tax Exchange differences on translation of foreign operations Cash flow hedges Result for the year Transactions with shareholders and owners Payment of dividends Share-based payment transactions Settlements of share-based payment transactions Changes in holdings in subsidiaries As at December 31, 2010

Issued capital 3,899 3,899 3,899 3,899

Equity attributable to equity holders of the Non-controlling parent interests Total equity 742,451 5,302 747,753 82,078 (7,560) 74,518 (15,655) (928) (16,583) (16,507) (928) (17,435) 852 852 66,423 (8,488) 57,935 (62,830) (62,830) (70,000) (70,000) 7,170 7,170 1,852 1,852 747,896 (3,186) 744,710 124,008 (6,222) 117,786 13,620 (19) 13,601 13,887 (19) 13,868 (267) (267) 137,628 (6,241) 131,387 (74,419) 3,185 (71,234) (75,000) (75,000) 6,778 6,778 (698) (698) (5,499) 3,185 (2,314) 811,105 (6,242) 804,863 122,149 (5,255) 116,894 2,990 (47) 2,943 2,916 (47) 2,869 74 74 125,139 (5,302) 119,837 (505,961) 3,750 (502,211) (532,000) (532,000) 5,005 5,005 (334) (334) 21,368 3,750 25,118 430,283 (7,794) 422,489

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The preceding table provides a summary of the DIA Groups total equity at December 31, 2010, 2009 and 2008 and the changes in this period. Sections 10.1 and 20.1.1 of this Registration Document supplements part of the information in this section on equity. At December 31, 2010, the Groups total equity stood at 422,489 thousand euros, 48% lower than the year-earlier figure. Of this amount, a total of 430,283 thousand euros is attributable to the DIA Group, 47% lower than at December 31, 2009. The changes in the DIA Groups equity attributable to non-controlling interests in 2008, 2009 and 2010 shown in the preceding table are mainly explained in section 20.1.1 of this Registration Document.

250

20.1.5

Consolidated statements of cash flows for the years ended December 31, 2010, 2009 and 2008 The audited consolidated statements of cash flows for the years ended December 31, 2010, 2009 and 2008 are as follows:

(Thousands of euros) Operating activities Profit before tax from continuing operations Profit/(loss) before tax from discontinued operations Profit before tax Adjustments to profit: Depreciation and amortization Impairment of assets Loss/(gain) on disposal of assets Finance income Finance costs Foreign exchange differences Dividends from associates Net provisions and grants Depreciation of logistics items included in cost of sales Other adjustments in discontinued operations Working capital adjustments: Decrease/(increase) in trade and other receivables Decrease in inventories Decrease/(increase) in trade and other payables Decrease/(increase) in consumer credit and refinancing obligations Decrease/(increase) in other assets Decrease/(increase) in other liabilities Income tax paid Other adjustments for transfers to assets and liabilities held for sale Net cash flows from operating activities Investing activities Purchase of intangible assets Purchase of property, plant, and equipment Purchase of financial instruments Disposal of property, plant and equipment Disposal of assets held for sale Interest received Other adjustments for transfers to assets and liabilities held for sale Net cash flows used in investing activities Financing activities Dividends paid to equity holders of the parent Acquisition of non-controlling interests Proceeds from (repayments of) borrowings Interest paid Other adjustments for transfers to assets and liabilities held for sale Net cash flows used in financing activities Net increase/(decrease) in cash and cash equivalents Net foreign exchange difference Cash and cash equivalents at January 1 Cash and cash equivalents at December 31

2010 124,760 79,516 204,276 277,684 261,873 8,000 40,359 (3,738) 18,628 (2,192) (15) 7,782 30,448 (83,461) 66,226 (54,020) 1,928 105,593 (3,330) 9,024 19,387 (12,356) 548,186 (10,026) (280,015) (6,480) 6,184 96,335 3,018 (190,984) (532,000) 230,076 (4,252) (306,176) 51,026 15,038 250,778 316,842

2009 163,382 (8,882) 154,500 280,066 234,518 (874) 8,248 (2,442) 13,384 799 (19) (11,262) 29,362 8,352 (23,828) 38,567 6,655 (23,424) (2,374) 34,092 (8,388) (5,104) (63,852) 410,738 (8,530) (332,405) (2,969) 32,780 4,950 2,461 1,630 (302,083) (75,000) (2,334) (79,081) (4,594) (18) (161,027) (52,372) (1,529) 304,679 250,778

2008 122,065 (7,705) 114,360 286,439 218,216 6,304 (12,305) (4,907) 26,812 (394) (50) 18,805 26,635 7,323 (51,888) 45,504 13,778 (45,380) 832 (43,462) (11,803) (11,357) 348,911 (7,249) (434,855) (1,617) 58,583 9,591 4,957 (375,547) (70,000) 103,385 (5,606) 27,779 1,143 (5,158) 308,694 304,679

251

- Net cash flows from operating activities: cash flows generated from operating activities amounted to 548,186 thousand euros in 2010, an increase of 137,448 thousand euros, or 33%, from 410,738 thousand euros in 2009. This increase was due to the profit before tax in 2010 (49,776 thousand euros higher than in 2009) and the cash generated from working capital adjustments, which amounted to 66,226 thousand euros, representing a 90,054 thousand euro increase from the 23,828 thousand euros of cash consumed in 2009. The main changes in profit before tax are: o o Reduction of profit before tax from continuing operations in 2010 (of 38,622 thousand euros or 23.6%), offset by: Profit before tax from discontinued operations caused by the sale in 2010 of DIA Hellas A.E., as explained previously (79,516 thousand euros compared to losses of 8,882 thousand euros in 2009).

The main working capital adjustments in 2010 were as follows: o Increase of 54,020 thousand euros of trade receivables on the back of higher sales of goods in the year, alongside a slight increase in the average collection period (from 5 days in 2009 to 6 days in 2010). Increase in trade payables of 105,593 thousand euros, due to (i) a slight increase in the average payment period (from 80 days in 2009 to 82 days in 2010) and (ii) higher purchases in line with business activity.

- Meanwhile, net cash flows from operating activities increased by 18% to 410,738 thousand euros in 2009 from 348,911 thousand euros in 2008, due to the increase in profit before tax of 40,140 thousand euros and changes in working capital in 2009 (28,060 thousand euro decrease in cash consumption compared to 2008). The change in working capital in 2009 was due mainly to: o The change in trade and other payables, which resulted in cash consumption of 23,424 thousand euros compared to 45,380 thousand euros in 2008. The decrease in payables in 2009 was mainly driven by a shorter average payment period (80 days compared to 86 days in 2008). This impact was partly offset by the increase in other assets, which resulted in cash generation in 2009 of 34,092 thousand euros compared to cash consumption of 43,462 thousand euros in 2008, a 77,554 thousand euros difference. This difference was due mainly to the decrease of 26,549 thousand euros in tax receivables for the receipt in 2009 of a VAT receivable from the Treasury at a group company (Twins Alimentacin, S.A.U.) of 13,331 thousand euros.

252

- Net cash flows used in investing activities: Net cash used in investing activities totaled 190,984 thousand euros in 2010, 37% less than the 302,083 thousand euros used in 2009, mainly due to: o A decrease of 52,390 thousand euros in purchases of property, plant and equipment, mostly in line with trends in store openings. A total of 243 stores were opened in 2010, 50% more than in 2009. However, the bulk of these were in Emerging Countries, where opening expenses per store are far lower than in the Iberia or France segments (26% fewer store openings in 2009). A reduction in proceeds from the disposal of property, plant and equipment (6,184 thousand euros in 2010 compared to 32,780 thousand euros in 2009), as fewer stores were sold compared to the year before. An increase of 96,335 thousand euros in cash generated on disposals of assets classified as held for sale, relating to the sale of the stake in DIA Hellas A.E. during 2010.

- Net cash flows used in investing activities decreased by 20% to 302,083 thousand euros in 2009 from 375,547 thousand euros in 2008. This was mainly due to: o The drop in the number of new CO-CO store openings, from 247 in 2008 to 162 in 2009. While the number of stores transformed into new formats increased (538 stores in 2009 compared to 460 in 2008), the cost incurred was lower. This was mainly because of the experience acquired, which leads to greater efficiency, and because the larger and more costly stores were generally transformed at the beginning of the plan. Disposals of items of property, plant and equipment amounted to 32,780 thousand euros in 2009, down from 58,583 thousand euros in 2008. In 2008, three of the DIA Groups warehouses in Spain were sold. See section 5.2 of this Registration Document for more detailed explanations. - Net cash flows used in financing activities: Net cash used in financing activities soared 90% to 306,176 thousand euros in 2010 from 161,027 thousand euros of 2009, mainly due to the following: o An increase of 457 million euros in dividends paid to equity holders of the parent. This was mainly the result of the extraordinary dividend paid in December 2010 and charged against DIA Group reserves. See section 10.1 of this Registration Document for further details. As indicated in section 10 of this Registration Document, the extraordinary dividend was funded with Carrefour through: (i) a 200,000 thousand euro loan and (ii) a 252,000 thousand euro current account. This explains the increase in proceeds from borrowings in 2010.

253

The amount of net cash used in financing activities in 2009 amounted to 161,027 thousand euros, marking a sharp decline from the 27,779 thousand euros of cash generated in 2008, mainly due to a combination of the following: o Reduction in borrowings of 79,081 thousand euros in 2009 thanks to better cash management by the DIA Group compared to 2008 (when the acquisition price of the Plus Supermercados, S.A. chain in Spain, now called Twins Alimentacin, S.A.U., was adjusted). A 7% increase in dividends paid to equity holders of the parent, to 75,000 euros from 70,000 thousand euros in 2008.

o 20.2

Pro forma financial information The Issuer does not present pro forma financial information.

20.3

Financial statements This Registration Document incorporates by reference:

(i)

the individual audited financial statements of DIA corresponding to the financial years ended 31 December 2010, 2009 and 2008, prepared in accordance with the standards contained in the Spanish GAAP (Plan General de Contabilidad); and the audited consolidated financial statements of DIA corresponding to the financial years ended 31 December 2010, 2009 and 2008, with the information prepared in accordance with IFRS-EU. Also provided for the processing of this Registration Document is consolidated interim financial information corresponding to the period of three months ended 31 March 2011, prepared in accordance with IFRS-EU and IAS-34; this financial information has been subject to limited review.

(ii)

20.4
20.4.1

Audit of annual historical financial information A statement that the historical financial information has been audited. As described in section 2.1 of this Registration Document, KPMG has audited the individual and consolidated financial statements for the financial years closed 31 December 2010, 2009 and 2008, its opinion on all of them being favourable.

20.4.2

Indication of other information in the registration document which has been audited by the auditors. There is no other information in addition to that referred to in section 20.4.1 above that has been audited.

254

20.4.3

Where financial data in the registration document is not extracted from the Issuer's audited financial statements state the source of the data and state that the data is unaudited. All of the data and information contained in this Registration Document was drawn from the audited individual financial statements and audited consolidated financial statements of DIA corresponding to the 2010, 2009 and 2008 financial years, with the exception of any information whose source is expressly cited and any information drawn from the internal and management accounting maintained by DIA, which has not been subject to a separate audit of accounts. The financial information as at 31 March 2011 set forth in section 20.6 was subject to limited review by KPMG. The financial information as at 31 March 2010 has been obtained from the accounting records of DIA and its subsidiaries, not having been subject to review by the auditors. The financial figures included in section 13 of this Registration Document were obtained from the Profit Forecast prepared by the DIA administrators. These figures have not been audited or reviewed. KPMG has issued a special report on that Profit Forecast.

20.5

Age of most recent financial information The most recent financial information contained in this Registration Document is the audited financial information of the DIA Group for the financial year ended 31 December 2010 and the financial information for the period of three months ended 31 March 2011, submitted to limited review by KPMG.

20.6 20.6.1

Interim and other financial information If the issuer has published quarterly or half yearly financial information since the date of its last audited financial statements, these must be included in the registration document. If the quarterly or half yearly financial information has been reviewed audited, the audit or review report must also be included. If the quarterly or half yearly financial information is unaudited or has not been reviewed state that fact. Following is selected consolidated financial information for the DIA Group for the three months ended March 31, 2011, which was subject to a limited review by KPMG. The DIA Groups selected consolidated financial information for the three months ended March 31, 2010 was not audited or reviewed by the DIA Groups auditors.

255

a)

Interim consolidated statement of financial position Following is the comparative consolidated statement of financial position for the DIA Group at March 31, 2011 and December 31, 2010, prepared under IFRS-EU, indicating the three last months changes.

(Thousands of euros) Property, plant and equipment Goodwill Other intangible assets Investment in associates accounted for by the equity method Non-current financial assets Deferred tax assets Consumer credit from financial companies Non-current assets Inventories Trade and other receivables Trade receivables from group companies Other trade and other receivables Consumer credit from financial companies Current tax assets Other current financial assets Other assets Cash and cash equivalents Current assets Total assets Issued capital Share premium Reserves Profit for the period Translation differences Other equity instruments Equity attributable to equity holders of the parent Non-controlling interests Total equity Non-current borrowings Non-current borrowings with group companies Non-current bank borrowings Other non-current borrowings Provisions Deferred tax liabilities Non-current liabilities Current borrowings Current borrowings with group companies Current bank borrowings Other current borrowings Trade and other payables Trade and other payables to group companies Other trade and other payables Refinancing of consumer credit Current tax liabilities Current income tax liabilities Other financial liabilities Liabilities directly associated with non-current assets classified as held for sale Current liabilities Total equity and liabilities

3/31/11 1,594,563 413,836 44,585 53,936 30,338 2,900 2,140,158 578,109 208,799 26,178 182,621 5,317 44,998 20,793 10,838 171,529 1,040,383 3,180,541 67,934 784,498 (440,527) 4,080 3,253 14,333 433,571 (8,494) 425,077 35,494 19,163 12,790 3,541 188,302 13,131 236,927 509,863 447,064 62,036 763 1,668,049 12,028 1,656,021 90 74,558 28,716 235,050 2,211 2,518,537 3,180,541

12/31/10 1,597,421 414,435 45,419 108 51,665 29,283 3,191 2,141,522 539,303 178,983 26,536 152,447 5,634 38,392 21,615 11,097 316,842 1,111,866 3,253,388 3,899 848,533 (565,396) 122,149 4,594 16,504 430,283 (7,794) 422,489 27,994 12,217 12,332 3,445 184,433 10,377 222,804 540,459 507,159 32,633 667 1,726,110 11,695 1,714,415 480 76,473 23,489 238,537 2,547 2,608,095 3,253,388

Var. Mar 11/Dec 10 0% 0% -2% -100% 4% 4% -9% 0% 7% 17% -1% 20% -6% 17% -4% -2% -46% -6% -2% n/a -8% -22% -97% -29% -13% 1% 9% 1% 27% 57% 4% 3% 2% 27% 6% -6% -12% 90% 14% -3% 3% -3% -81% -3% 22% -1% -13% -3% -2%

256

Non-current assets Property, plant and equipment The gross cost of property, plant and equipment (excluding accumulated depreciation and impairment) decreased by 8,061 thousand euros in the first three months of 2011. Since the net impact of: (i) additions to Buildings, Plant, machinery and other assets" (76,541 thousand euros for store enlargements, upgrades and reforms to adapt to the new "DIA Market" and "DIA Maxi" brands) and (ii) disposals of the same items (70,986 thousand euros for items replaced for these improvements) is positive, the decrease in the balance of Property, plant and equipment was due mainly to translation differences (22,038 thousand euros, due to Argentina, Brazil, Turkey and China for 7,359 thousand, 8,059 thousand, 4,806 thousand and 1,814 thousand euros, respectively). However, the decrease is partially offset by the full consolidation of Proved, SASs assets, for an amount of 8,422 thousand euros. Section 5.2 of this Registration Document provides further information on the additions. Goodwill There were no significant movements in this heading in the first quarter of 2011. The balance decreased by 599 thousand euros, mainly as a result of disposals of goodwill in Turkey owing to foreign currency translation differences between the Turkish lira and the euro. Other intangible assets The increase in the cost of other intangible assets (excluding accumulated depreciation and impairment losses) of 189 thousand euros in the first three months of 2011 relates mainly to additions of software (685 thousand euros, mainly in Spain and France) and key money (125 thousand euros), which was partly offset by disposals and transfers of key money following the closure of some stores, mainly in Portugal and France. Investment in associates accounted for by the equity method The decrease in the balance of this item between December 31, 2010 and March 31, 2011 was the result of the full consolidation, from this year on, of Proved SAS, which until now had been accounted for by the equity method (ED owns 50% of this company and controls its management since the beginning of 2011).

257

Non-current financial assets The balance at March 31, 2011 stood at 53,936 thousand euros (of which the main amounts are 34,593 thousand euros of guarantees and 15,108 thousand euros of receivables from customers with a longer cycle than the operating cycle). This item increased by 2,271 thousand in the first three months of 2011, mainly due to the increase (of 1,938 thousand euros) in receivables from customers with a longer cycle than the operating cycle. This was caused by the continuation of the Groups financing policy to help franchisees obtain their initial supply of merchandise upon opening their stores. Deferred tax assets Deferred tax assets increased by 1,055 thousand euros in the first three months of 2011 due to the net effect of the increase in Argentina and Brazil (1,647 thousand and 482 thousand euros, respectively) and the decrease in Spain and France for the use of tax loss carryforwards (-1,014 thousand and -60 thousand euros, respectively). Consumer credit from financial companies The balance of this item at March 31, 2011 stood at 2,900 thousand euros. As was the case in 2010, the reduction of 291 thousand euros in the first three months of 2011 was due mainly to the halt to granting personal card credit in March 2009 caused by the economic and financial crisis in Spain. Current assets Inventories The balance of Inventories rose by 38,806 thousand euros in the first three months of 2011, due mainly to the increase in goods produced in warehouses in Spain of 26,067 thousand euros. Trade and other receivables - Trade receivables from group companies The balance at March 31, 2011 was 26,178 thousand euros, of which the main items were 16,145 thousand euros with Carrefour Word Trade and 9,695 thousand euros of the credit with DIA Hellas AE. The change in this item in the first three months of 2011 was not significant.

258

- Other trade and other receivables The balance of this item at March 31, 2010 was 182,621 thousand euros. The increase from December 31, 2010, of 30,174 thousand euros relates mainly to growth in outstanding receivables from suppliers in Spain mostly from ancillary and other similar income (11,862 thousand euros), France (12,451 thousand euros) and Portugal (5,580 thousand euros). This change in receivables from franchisees and sublessees for the sale of merchandise and the reinvoicing of rentals was not significant in the period. Consumer credit from financial companies The balance of this item at March 31, 2011 was 5,317 thousand euros, broadly unchanged from December 31, 2010. Current tax assets The increase of 6,606 thousand euros in the first three months of 2011 was due mainly to the increase in the asset recognized with the French Treasury for recoverable VAT which will be offset in future periods. Other current financial assets The balance of this item at March 31, 2011 was 20,793 thousand euros. The decrease of 822 thousands from December 31, 2010 relates mostly to the decline in outstanding receivables from issuers of restaurant vouchers, which are accepted as a payment method at the DIA Groups stores in France. Other assets The balance of this item at March 31, 2011 was 10,838 thousand euros. The change in the first three months of 2011 was not significant. Cash and cash equivalents The balance of this item at March 31, 2011 stood at 171,529 thousand euros. This marked a decrease of 145,313 thousand euros between December 31, 2010 and March 31, 2011, of which 115,839 thousand euros relates to the cancellation of deposits at less than three months the Group had at December 31, 2010 in Brazil, Portugal and Turkey. Section 20.6.1 d) provides a detail of the comparative statement of cash flows for the three months ended March 31, 2011 and March 31, 2010. Equity attributable to equity holders of the parent Equity attributable to equity holders of the parent increased by 3,288 thousand euros between December 31, 2010 and March 31, 2011, mainly due to the combined impact of:

259

Comprehensive income in the first three months of 2011 attributable to the parent of 2,654 thousand euros. Net increase of 634 thousand euros in share-based payment transactions entailing shares of Carrefour, S.A. for DIA Group employees.

Section 20.6.1 e) of this Registration Document provides further details on equity. Non-controlling interests Non-controlling interests at March 31, 2011 related to the non-controlling interests in Dia Sabanci Supermarketleri Ticaret Anonim Siketi (Turkey), for 8,385 thousand euros, and in Proved SAS, for -109 thousand euros. As explained previously in this section, the Group began consolidating Proved SAS using the full consolidation method in 2011. The decrease of 700 thousand euros in the balance of this item in the first three months of 2011 is explained mainly by the loss in the period reported by Dia Sabanci Supermarketleri Ticaret Anonim Sirketi (Turkey). Non-current liabilities Non-current borrowings See section 10.1 of this Registration Document for details on borrowings. Provisions The balance of this item increased by 3,869 thousand euros through March 31, 2011, mostly a result of (i) the remeasurement at fair value of the provision for liabilities related to tax inspections in Spain (for 929 thousand euros), and (ii) for an additional provision in France of 468 thousand euros for the lawsuit over the rounding of VAT in euros to two decimals. Deferred tax liabilities The balance Deferred tax liabilities increased by 2,754 thousand euros in the first three months of 2011, due mainly to the 2,380 thousand euro impact related to the use of accelerated depreciation in 2011 at DIA Spain. Current liabilities Current borrowings See section 10.1 of this Registration Document for details on borrowings. Trade and other payables -Trade and other payables to group companies The balance of this item did not change significantly in the period.

260

-Other trade and other payables Other trade and other payables shows the outstanding amounts owed to suppliers and other creditors, mainly at the amount of commercial liabilities with suppliers of merchandise and providers of services.
(Thousands of euros) Suppliers Other payables Total Mar 2011 1,505,318 150,703 1,656,021 Dec 2010 1,534,101 180,314 1,714,415 Var Mar 11/Dec 10 -2% -16% -3%

There was a reduction of 58,394 thousand euros in the balance of this item in the first three months of 2011, mostly due to (i) the increase in Suppliers of 28,783 thousand euros in line with trends in purchases and consumption of merchandise and the slight reduction in average payment period (from 73 days at December 31, 2010 to 72 days at March 31, 2011 considering suppliers only and not other payables) and (ii) the decrease in Other payables of 29,611 thousand euros, related to the ordinary course of business, with no significant modifications in payment terms to trade creditors. Refinancing of consumer credit The decrease in the balance of this item in the first three months of 2011 of 390 thousand euros relates mainly to a lower borrowing requirement in the period for Finandia thanks to the equity capital available and the smaller amount of credit to finance. Current tax liabilities Current tax liabilities in the three months ended March 31, 2011 decreased by 1,915 thousand euros, mostly because of the net impact of a decrease in VAT payable to the Treasury" of 12,288 thousand euros, and in increase in Other payables to the Treasury of 10,373 thousand euros. The decrease in the first line was mostly caused by lower VAT settlement in Spain arising from the increase in purchases in March 2011 compared to December 2011 (implying a higher VAT paid than recovered in the period). The increase in the second was due mostly to: i) the increase in sundry taxes in France of 6,943 thousand euros, above all due to the hike in the alcohol tax and ii) in Spain of 2,256 thousand euros due mainly to the increase in personal income tax withholdings. Current income tax liabilities The increase in the balance of this item through March 31, 2011 of 5,227 thousand euros relates mainly to the accounting effect of the current income tax expense for the first quarter of 2011 (of which 3,625 thousand euros relates to Spain). Other financial liabilities The breakdown of Other financial liabilities is as follows:

261

(Thousands of euros) Payables to employees Amounts owed to suppliers of fixed assets Other current liabilities Total

Mar 2011 116,134 93,297 25,619 235,050

Dec 2010 124,607 83,221 30,709 238,537

Var. Mar 11/Dec 10 -7% 12% 17% 1%

The balance of this item through March 31, 2011 decreased by 3,487 thousand euros. This was mainly due to the reduction in Payables to employees because of the periods of accrual of extra salary payments and bonuses and the month of their payment (decrease of 8,473 thousand euros), which was partially offset by the increase in Amounts owed to suppliers of fixed assets (10,076 thousand euros) linked to the pace of store transformations and the related invoicing. Liabilities directly associated with non-current assets classified as held for sale The change in this item in the first three months of 2011 was not significant.

262

b)

Interim consolidated income statements Following is the interim consolidated income statements for the three months ended March 31, 2011 and 2010 prepared under IFRS-EU, indicating the quarteron-quarter changes.

(Thousands of euros) Sales of goods Other income Revenue Cost of sales Employee benefits expenses Operating expenses Depreciation, amortization and impairment Gains (losses) on disposal of assets Operating profit/(loss) Finance income Finance costs Share of profit (loss) of associates Profit/(loss) before tax from continuing operations Income tax expense Profit/(loss) for the period from continuing operations Profit/(loss) after tax for the period from discontinued operations Profit/(loss) for the period

3/31/11 2,317,316 26,147 2,343,463 (1,868,698) (195,930) (192,334) (62,543) (4,251) 19,707 1,974 (8,338) 13,343 (10,521) 2,822 2,822

3/31/10 2,251,011 18,151 2,269,162 (1,811,942) (195,853) (194,013) (62,442) (9,825) (4,913) 1,868 (4,353) (150) (7,548) (9,287) (16,835) (3,751) (20,586)

Var. 2.9% 44.1% 3.3% 3.1% 0.0% -0.9% 0.2% -56.7% n/a 5.7% 91.5% n/a n/a 13.3% n/a n/a n/a

Profit/(loss) for the period attributable to equity holders of the parent Profit/(loss) from continuing operations Profit/(loss) from discontinued operations Loss from continuing operations attributable to non-controlling interests Loss from discontinued operations attributable to non-controlling interests Basic and diluted earnings/(loss) per share (euros) Profit/(loss) from continuing operations Profit/(loss) from discontinued operations Profit/(loss) for the period

4,080 4,080 (1,258) -

(18,878) (15,877) (3,001) (958) (750)

n/a n/a n/a 31.3% n/a

0.01 0.01

(0.03) (0.00) (0.03)

n/a n/a n/a

263

Comments on the main changes in the interim consolidated income statement prepared under IFRS-EU The main changes between the interim consolidated income statement for the three months ended March 31, 2011 and March 31, 2010 are as follows: Sales of goods: Sales of goods through March 31, 2011 amounted to 2,317,316 thousand euros, an increase of 66,305 thousand euros or 2.9% from the 2,251,011 thousand euros obtained by the Group through March 31, 2010. This increase was due the net effect of (i) higher sales of goods in Emerging Countries (of 121,834 thousand or 27.2%), and (ii) lower sales in France and Iberia (of 38,139 thousand and 17,390 thousand euros or 6.1% and 1.5%, respectively). Sales rose in all countries in the Emerging Countries Segment, led by stores more than one year old (+15.1%). Assuming constant exchange rates, sales in Emerging Countries grew 23.1% (27.2% at current rates); i.e. the exchange-rate effect in the first quarter of 2011 was a positive 4.1 pp. Other income: The year-on-year increase in Other income through March 31, 2011 was due to the reinvoicing of rental costs of CO-CO stores transferred to CO-FO franchises (348 stores from March 31, 2010 to March 31, 2011) and the increase in royalties charged to franchised stores in France (74 franchises from March 31, 2010 to March 31, 2011). Cost of sales: As explained above, this item includes purchases of and changes in inventories, the cost of products sold by the finance company (Financia, E.F.C., S.A.U.), volume and other discounts, and exchange differences related to the purchases of merchandise. It also includes operating costs of warehouses operated by the Group (see section 6.II). The cost of sales increased slightly in terms of sales by 0.1 pp, to 80.6% at March 31, 2011 from 80.5% at March 31, 2010. Employee benefits expense: The absolute amount of this item at March 31, 2011 was broadly unchanged from the year-earlier figure, although it decreased by 0.2pp, to 8.5%, in terms of sales. This occurred despite: (i) the increase in the number of employees in emerging countries in line with the segments expansion, (ii) the higher average cost per employee caused by wage revisions in each country, and (iii) the larger number of employees required for the stores under the new DIA Maxi and DIA Market formats. Costs were virtually stable in absolute terms, but decreased as a percentage of sales due to: (i) the reorganization of work duties implemented at stores and warehouses to boost efficiency and productivity; and (ii) the transfer of "CO-CO" stores to franchises (348 stores in the period from March 31, 2010 to March 31, 2011).

264

Operating expenses: The amount of this item decreased by 0.9% in absolute terms and 0.3pp as a percentage of sales. The breakdown of Operating expenses is as follows:
(Thousands of euros) Repairs and maintenance Utilities Fees Advertising Insurance premiums Taxes other than income tax Other overheads Overheads Rent Other restructuring costs and income Total other operating expenses
As % of sales

3/31/11 17,093 26,068 8,540 13,797 1,998 9,858 36,828 114,182 73,127 5,025 192,334
8.3%

3/31/10 17,240 27,794 10,847 14,269 2,150 10,690 35,885 118,875 69,402 5,736 194,013
8.6%

Var 11/10 -0.85% -6.21% -21.27% -3.31% -7.07% -7.78% 2.63% -3.95% 5.37% -12.40% -0.87%
0.3pp

As explained previously, a cost-cutting program was launched towards the end of 2009 in the wake of the increase in costs in the year 2009 compared to 2008 (see section 9.2.2.). This program, which is being rolled out gradually, has reduced operating expenses in the Iberia and France segments and contained cost increase in the Emerging Countries related to the ongoing expansion. Expansion in the Emerging Countries is leading to higher rental costs.

265

- Depreciation, amortization and impairment: The following table provides a breakdown between depreciation, amortization and impairment losses:
(Thousands of euros) Depreciation and amortization Impairment Depreciation and amortization, impairment 3/31/11 62,543 0 62,543 3/31/10 62,981 (539 62,442 Var 11/10 -0.7% -100.0% 0.2%

and

A series of opposing effects that virtually offset each other arose in the period. In the Emerging Countries segment, the depreciation and amortization expense rose, whereas in France, the useful life of stores earmarked for transformation was reestimated, with a smaller impact on the depreciation charge than in the same period the previous year. Gains (losses) on disposal of assets: The change in this item was due mainly to the smaller impact of losses arising from the transformation of stores in France. In 2010, the useful life of assets of stores earmarked for transformation in 2011 to the DIA Market and DIA Maxi brands was reestimated. The impact of the reestimation was that these assets had a net carrying amount of zero, so no losses will be generated in the income statement when the transformation is carried out and the related assets are derecognized. Operating profit (loss): The DIA Group reported an operating profit of 19,707 thousand euros in the first quarter of 2011, compared to an operating loss of 4,913 thousand euros in the first quarter of 2010. As a result, the operating profit margin went from a negative 0.2% through March 31, 2010 to a positive 0.9% through March 31, 2011, a 1.1pp improvement. The main contributors to this growth in margin were: (i) employee benefits expense (0.2pp), (ii) overheads (0.4pp) and gains (losses) on disposals of assets (0.3pp). Finance income: The amount of this item was similar in the two periods.

Finance costs: The increase in this item was due mainly to the cost finance raised to pay the extraordinary dividend on December 21, 2010 of 452,000 thousand euros. Share of profit (loss) of associates: Proved SAS was fully consolidated in the first quarter of 2011, but consolidated by the equity method until then. Therefore, the share of its profit and loss was shown separately in the Groups income statement. Profit/(loss) before tax from continuing operations: Profit before tax from continuing operations amounted to 13,343 thousand euros in the three months ended March 31, 2011, compared to a loss of 7,548 thousand euros in the same period last year. As a percentage of sales, the amount was a positive 0.6% in the first quarter of 2011, compared to a negative 0.3% in the same period last year.

266

- Income tax expense: Income tax expense was calculated using the tax rate expected to apply to total forecast profit for the year; i.e. the average annual effective tax rate applied to profit before tax for the interim period. Income tax expense in the three months ended March 31, 2011 amounted to 10,521 thousand euros, compared to 9,287 thousand euros through March 31, 2010. The effective tax rate applied at March 31, 2011 was 78.8%. Such a high rate is partly explained by other items recognized in income tax, such as: a) the BCAV in France and b) provisions recognized for tax assessments; as well as the impact of the carryforward of unused tax losses of 13,907 thousand euros contributed to the DIA Group by the various subsidiaries (France, China and Turkey), which did not lead to the recognition of a tax asset. If we strip out the impact of tax losses carryforward not affecting the calculation of income tax expense as they do not give rise to the recognition of a tax asset, the adjusted effective tax rate at March 31, 2011 would be 38.6%. - Profit/(loss) for the period from continuing operations: The DIA Group showed a profit from continuing operations of 2,822 thousand euros in the three months ended March 31, 2011, compared to a loss of 16,835 thousand euros in the same period last year. As a percentage of sales, the amount was a positive 0.1% in the first quarter of 2011, compared to a negative 0.7% in the same period last year. - Profit/(loss) after tax for the period from discontinued operations: this item for the first quarter of 2010 includes results from Dia Hellas, AE, which was sold in July 2010 to Carrefour Marinopoulos A.E. - Profit/(loss) for the period: Profit for the three months ended March 31, 2011 amounted to 2,822 thousand euros, compared to a loss of 20,586 thousand euros in the same period the previous year. As a result, the profit margin improved from a negative 0.9% in the first quarter of 2010 to a positive 0.1% in the first quarter of 2011. The increase in the margin (1pp as a percentage of sales) in the first quarter of 2011 compared to the same period the previous year was the result of the following: (i) (ii) Increase in Other income, mainly due to the transfer to franchises (0.3pp). Reduction in Employee benefits expense as a percentage of sales of 0.2pp as a result of: a) the reorganization of work duties implemented at stores and warehouses to boost efficiency and productivity; and (ii) the transfer of "COCO" stores to franchises (348 stores in the period from March 31, 2010 to March 31, 2011) as personnel expenses are borne by the franchisee.

(iii) Reduction in Operating expenses of 0.3pp as a percentage of sales due to the cost-cutting program launched towards the end of 2009. (iv) Reduction in Gains (losses) from the disposal of assets of 0.2pp as a percentage of sales, mostly because of transformations in France. The stores transformed in the first quarter of 2011 had been depreciated.

267

(v)

The loss recognized in the first quarter of 2010 from Dia Hellas, AE, which was sold in July 2010. This drove a 0.2pp improvement in Share of profit (loss) of associates accounted for by the equity method as a percentage of sales in the first quarter of 2011. These positive effects were counterbalanced to some extent by:

(vi) Increase in Finance costs in the first quarter of 2011 due to finance raised to pay the extraordinary dividend on December 21, 2010 of 452,000 thousand euros. This led to a 0.2pp erosion in terms of the margin. Loss for the period attributable to non-controlling interests loss attributable to non-controlling interests amounted to 1,258 thousand and 1,780 thousand euros in the first quarters of 2011 and 2010, respectively. These losses were attributable to non-controlling interests in subsidiaries in Turkey and France in 2011 (full consolidation of Proved SAS), and to Turkey and Greece in 2010. Results from Greece were shown as discontinued operations in the Groups consolidated income statement.

268

The following table presents the main segment indicators in the three months ended March 31, 2011 and 2010. Breakdown of Sales of goods by segment:
(Thousands of euros) Iberia France Emerging Countries DIA Group total 3/31/11 1,161,079 585,725 570,512 2,317,316 3/31/10 1,178,469 623,864 448,678 2,251,011 Price effect Volume effect 2.9% 2.8% 11.6% (*) -4.4% -8.9% 11.5% (*) Change -1.5% -6.1% 27.2% 2.9%

(*) Assuming constant exchange rates.

Breakdown of Operating profit/(loss) by segment:

(Thousands of euros) Iberia France Emerging Countries DIA Group total 3/31/11 27,429 -6,270 -1,452 19,707 3/31/10 13,346 -12,765 -5,494 -4,913 Change n/a -50.9% -73.6% n/a

Breakdown of EBITDA by segment:

(Thousands of euros) Iberia France Emerging Countries DIA Group total 3/31/11 66,099 14,822 5,580 86,501 3/31/10 53,380 13,261 713 67,354 Change 23.8% 11.8% n/a 28.4%

Breakdown of Adjusted cash EBITDA by segment:

(Thousands of euros) Iberia France Emerging Countries DIA Group total 3/31/11 74,459 16,856 7,722 99,037 3/31/10 62,367 15,633 2,355 80,355 Change 19.4% 7.8% n/a 23.2%

As illustrated in the preceding tables, the main variables taken to measure the Groups profitability improved during the period. Improvements were made in all countries and all segments: (i) In Iberia and France, the economic crisis had a significant impact on earnings in the first quarter of 2010. In addition, the continuation of the costcontainment plans and the paces to speed up the transfers of CO-CO stores to franchises (207 in Iberia and 74 in France) from the second half of 2010 explain the considerable change in margins in both segments, especially in Iberia.

269

(ii) In Emerging countries, efforts to prevent expenses from outstripping sales growth, the increased absorption of fixed costs from the Groups expansion and the transfers of CO-CO stores to franchises (67 stores) helped boost this segments profitability.

c)

Interim consolidated statements of comprehensive income Following is the interim consolidated statements of comprehensive income for the three months ended March 31, 2011 and 2010 prepared under IFRS-EU.

(Thousands of euros) Profit for the period Other comprehensive income Exchange differences on translation of foreign operations

3/31/11 2,822

3/31/10 (20,586)

(877) (877)

(180) (180) 307 (92) 215 35

Net movement on cash flow hedges Income tax effect

(122) 37 (85)

Transfers to the consolidated income statement

(962)

Total comprehensive income for the year, net of tax

1,860

(20,551)

Attributable to: Equity holders of the parent Non-controlling interests 2,654 (794) 1,860 (18,616) (1,935) (20,551)

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d)

Interim consolidated statements of changes in equity Following is the interim consolidated statements of changes in equity for the three months ended March 31, 2011 and 2010 prepared under IFRS-EU.
Issued capital 3.899 3.899 Other Equity attributable Share Reserves and Cash flow Foreign currency contributions by to equity holders of premium retained earnings hedge reserve translation reserve owners the parent 848.533 848.533 (54.525) (18.878) (18.878) (1.134) (1.134) (74.537) (94) 215 215 215 121 1.678 47 47 47 1.725 11.614 1.011 1.011 12.625 811.105 (18.878) 262 47 215 (18.616) (123) 1.011 (1.134) 792.366 Non-controlling interests (6.242) (1.708) (227) (227) (1.935) (8.177)

(thousand euros) As at January 1, 2010 Net profit for the year Other comprehensive income for the year, net of tax Exchange differences on translation of foreign operations Cash flow hedges Result for the year Transactions with shareholders and owners Share-based payment transactions (Note 15) Cancellations of share-based payment transactions (Note 15) As at March 31, 2010

Total equity 804.863 (20.586) 35 (180) 215 (20.551) (123) 1.011 (1.134) 784.189

As at January 1, 2011 Net profit for the year Other comprehensive income for the year, net of tax Exchange differences on translation of foreign operations Cash flow hedges Result for the year Transactions with shareholders and owners Issuance of shares (Note 11.1) Share-based payment transactions (Note 15) Cancellations of share-based payment transactions (Note 15) Addition to consolidation scope using full consolidation (Note 2) Ast at March 31, 2011

3.899 64.035 64.035 67.934

848.533 (64.035) (64.035) 784.498

(443.247) 4.080 4.080 2.720 2.720 (436.447)

(20) (85) (85) (85) (105)

4.594 (1.341) (1.341) (1.341) 3.253

16.524 (2.086) 1.114 (3.200) 14.438

430.283 4.080 (1.426) (1.341) (85) 2.654 634 1.114 (480) 433.571

(7.794) (1.258) 464 464 (794) 94 94 (8.494)

422.489 2.822 (962) (877) (85) 1.860 728 1.114 (480) 94 425.077

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Comments on the most significant changes in the interim consolidated statements of changes in equity prepared under IFRS-EU The main changes in the interim consolidated statements of changes in equity are explained in section 20.1.6 a) of this Registration Document.

272

e)

Interim consolidated statements of cash flows Following is the interim consolidated statements of cash flows for the three months ended March 31, 2011 and 2010 prepared under IFRS-EU.

(Thousands of euros) Operating activities Profit before tax from continuing operations Profit/(loss) before tax from discontinued operations Profit before tax Adjustments to profit: Depreciation and amortization Impairment of assets Loss/(gain) on disposal of assets Finance income Finance costs Net provisions and grants Other adjustments to profit: Other adjustments in discontinued operations Working capital adjustments: Decrease/(increase) in trade and other receivables Decrease in inventories Decrease/(increase) in trade and other payables Change in consumer credit obligations Decrease/(increase) in other assets Decrease/(increase) in other liabilities Other adjustments for transfers to assets and liabilities held for sale Net cash flows from operating activities Investing activities Purchase of intangible assets Purchase of property, plant, and equipment Purchase of financial instruments Disposal of property, plant and equipment Interest received Other adjustments for transfers to assets and liabilities held for sale Cash and cash equivalents for changes in Group structure Net cash flows used in investing activities Financing activities Proceeds from borrowings Interest paid Net cash flows used in financing activities Net increase/(decrease) in cash and cash equivalents Net foreign exchange difference Cash and cash equivalents at January 1 Cash and cash equivalents at March 31

3/31/11 13,343 13,343 85,355 62,543 4,251 (1,974) 8,338 4,686 7,511 (116,746) (29,627) (37,326) (59,290) (73) (5,199) 14,769 (18,048) (810) (76,558) (1,718) 219 1,643 892 (76,332) (29,263) (8,227) (37,490) (131,870) (13,443) 316,842 171,529

3/31/10 (7,548) (3,635) (11,183) 84,038 62,981 (539) 9,825 (1,868) 4,353 (15) 7,265 2,036 (33,147) (12,320) (32,182) 16,858 (2,181) (15,426) 9,070 3,034 39,708 (4,930) (90,861) 2,988 1,761 (771) (91,813) 7,214 (4,347) 2,867 (49,238) 10,238 250,778 211,778

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Comments on the main changes in the interim consolidated statements of cash flows prepared under IFRS-EU The main changes between the interim consolidated statements of cash flows for the three months ended March 31, 2011 and 2010 are as follows: Net cash flows from/(used in) operating activities: in the first three months of 2011, the DIA Group used 18,048 thousand euros of cash in operating activities, representing a decrease of 57,756 thousand euros or 145% from the 39,708 thousand euros of operating cash flow in the first three months of 2010. This decrease is largely explained by the 83,599 thousand reduction in working capital, which was partly offset by the profit before tax of 13,343 thousand euros in the three months ended March 31, 2011, an improvement 24,526 thousand euros from the loss reported in the first quarter of 2010. The main changes in profit before tax are: o o The increase in profit before tax from continuing operations (of 20,891 thousand euros or 276.8%), and: the decrease in loss before tax from discontinued operations the amount was zero for the first three months of 2011, compared to a loss in the same period the previous year of 3,635 thousand euros, caused by losses of Dia Hellas, A.E.-.

The main working capital adjustments are as follows: o Trade receivables entailed cash consumption of 29,627 thousand euros in the first three months of 2011 compared to the previous year due mainly to a slight increase in the average collection period (from 7 days at December 31, 2010 to 8 days at March 31, 2011). Trade payables, which had a negative impact on cash of 59,290 thousand euros (implying the use of cash in this connection) due mainly to trends in the average payment period (82 days at the end of December 2010 compared to 80 days at the end of March 2011).

274

Net cash flows used in investing activities: Net cash used in investing activities totaled 76,332 thousand euros in the first three months of 2011, 17% less than the 91,813 thousand euros used in the same period of 2010, mainly due to: o A decrease of 14,303 thousand euros in purchases of property, plant and equipment, mostly in line with trends in the unit cost of store openings and transformations. A reduction in proceeds from the disposal of property, plant and equipment (2,988 thousand euros in the first three months of 2010 compared to 219 thousand euros in the first three months of 2011). A decrease in investment to acquire intangible assets; the amount paid through March 31, 2010 was 4,390 thousand euros, compared to 810 thousand euros in 2011.

Net cash flows from/(used in) financing activities: Net cash used in financing activities amounted to 37,490 thousand euros through March 31, 2011, compared to net cash obtained of 2,867 thousand euros in the same period the previous year, a 1,408% difference, mainly due to a combination of the following: o The repayment of 29,263 thousand euros of borrowings in the period in 2011, a difference of 36,477 thousand euros compared to the first quarter of 2010. The payment of interest charges of 8,227 thousand euros in the first quarter of 2011, an increase of 3,880 thousand euros from the first quarter in 2010.

In addition, in the first three months of 2011 net foreign exchange differences had a negative impact on cash of 13,443 thousand euros due to Turkey, Brazil, Argentina and China (for amounts of -4,180 thousand, -2,376 thousand, -3,496 thousand and -3,391 thousand euros, respectively, due mostly to the euros appreciation). Note that the changes in the working capital in the first quarter of 2011 relate mainly to: (i) changes in trade and other payables caused by some seasonality in purchasing and minor changes in average payment periods; and (ii) variations in inventories caused by their seasonality (e.g. low inventory levels towards the end of the year and steady increases from the beginning of the year).

275

20.6.2

If the registration document is dated more than nine months after the end of the last audited financial year, it must contain interim financial information, which may be unaudited (in which case that fact must be stated) covering at least the first six months of the financial year. Not applicable.

20.7
20.7.1

Dividend policy The amount of the dividend per share for each financial year for the period covered by the historical financial information, adjusted where the number of shares in the Issuer has changed, to make it comparable. The details of dividends paid and proposed for the most recent three financial years is as follows

( 000s) Dividends on common shares Extraordinary dividend Total dividends Dividends per share (in euros)

2010 80,000 452,000 532,000 820

2009 75,000 75,000 116

2008 70,000 70,000 108

The amount of basic earnings per share is calculated by dividing net profits for the financial year attributable to the Company for each financial year by the weighted average number of common shares outstanding during the financial year, that number in 2008, 2009 and 2010 being constant at 648,717 shares. There are no equity instruments that could have a diluting effect on earnings per share and, therefore, the amount of diluted earnings per share is the same as basic earnings per share. After approval by the general shareholders meeting of Carrefour Socit Anonyme of the distribution of all of the capital of DIA as a dividend in kind to the shareholders of Carrefour Socit Anonyme and the admission to trading of the shares of DIA on the Spanish stock exchanges, DIA will distribute an extraordinary dividend of 368,600,000 euros (0.54 euros of dividends per share) to Norfin Holder, S.L., its sole shareholder, which is expected to be made against issue premium (166,341,000 euros) and against reserves (202,259,000 euros). After admission to trading of the shares of DIA on the stock exchanges, it is the intention of DIA to set the dividend policy based on distribution of between 30% and 50% of the net profit of the controlling company for each financial year. For the appropriate purposes, at the date of this Registration Document, the legal reserve of DIA amounts to approximately 780,000 euros. Given the fact that the Company's capital was increased on 25 March 2011 (as explained in section 21.1.7 below), the aforesaid legal reserve must be funded in the manner and in the minimum amounts established by law (that is, by allocating an amount equal to ten percent of the profit of each financial year to this reserve), until reaching approximately 13,587,000 euros.

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20.8

Judicial and arbitration proceedings The DIA Group, at the date of this Registration Document, is involved in various lawsuits and arbitrations. As as at 31 December 2010 the approximate total of such lawsuits and proceedings reached 231,237,000 euros, with the DIA Group having constituted provisions in a total amount of 176,038,000 euros for lawsuits and arbitrations. As as at 31 March 2011, the total amount of the aforesaid provisions amounted to 179,396,000 euros. By way of clarification, regarding provision criteria, the DIA Group analyses existing proceedings on a case-by-case basis, considering the risks and probabilities of success determined by the external firms of lawyers to which defence of the interests of the DIA Group is entrusted. For the purposes of this Registration Document, the qualitatively and quantitatively most significant disputes of the DIA Group are listed in sections 20.8.1, 20.8.2 and 20.8.3 below.

20.8.1

Summarised below are the principal lawsuits and arbitrations of a civil nature to which any of the companies in the DIA Group is a party at the date of registration of this Registration Document: (a) Claim for damages related to termination of a warehouse lease agreement (Spain)

This is an action filed by Inversores Varios, S.A. against DIA before Court of First Instance number 16 of Seville, a judicial claim for damages and loss of profit that, according to the plaintiff, DIA caused as a result of a deficient state of conservation and maintenance of the leased property upon conclusion of the lease. The amount claimed is a total of 3,005,590.74 euros, plus 83,347.63 euros for each month elapsed from 1 August 2008 to the day the corresponding judgment becomes final, as lost profits. As as at 31 March 2011 the provision for this lawsuit amounted to 1,100,000 euros. Currently the proceedings are in progress, the preliminary hearing being set for 18 October 2011. (b) Claim related to transfer of retail premises (France)

A French company managed a retail store in St. Chely d'Acher, under a franchise agreement. That company applied to ED Franchise for acquisition of the aforesaid retail store. The request was accepted, subject to satisfaction of certain conditions. As these conditions were not satisfied, the acquisition of the store could not go ahead. At this date the amount claimed against ED Franchise amounts to approximately 1,300,000 euros, for breach of its commitments. The matter currently is pending a decision of a court of arbitration.

277

(c)

Claim of an amount for construction of a warehouse (France)

ED SAS engaged a company to perform certain work on the La Courneuvre warehouse. These companies have not reached agreement regarding payment of the balance deriving from the aforesaid work. At this date the amount claimed against ED SAS amounts to approximately 1,300,000 euros. The trial is currently in progress before the Paris Commercial Court (Tribunal de Comercio de Pars), its Chairman having appointed an expert to give an opinion regarding the accounts of the parties. 20.8.2 Summarised below are the principal tax proceedings to which any of the companies in the DIA Group is a party at the date of registration of this Registration Document: (a) Appeals regarding assessment of Companies Tax in the 1994, 1995 and 1997 to 2006 financial years (Spain)

The following table summarises the most significant matters, open at the date of this Registration Document, regarding assessment of Companies Tax:

278

SPAIN COMPANIES TAX

FINANCIAL YEAR MATTER CURRENT STATUS ISSUES TOTAL ()

1994

Appeal for cassation 1360/2007

Pending issuance of decision.

1995

Appeal for cassation 1286/2008

Pending scheduling of the vote and decision.

1997 1998-2001

Appeal for cassation 2125/2007 Appeal for cassation 6995/09 Appeal for cassation 2902/09 Contentiousadministrative appeal 393/2009 Economic/administrative claim before the TEAC.

Pending scheduling of the vote and decision. Pending scheduling of the vote and decision. Pending scheduling of the vote and decision. Pending scheduling of the vote and decision. Pending resolution.

2002 2003

(i) running of the statute of limitations on the right of the government 4,902,724.64 to determine the tax debt, (ii) amortisation of expenses arising from changing corporate structure and (iii) application of various deductions (deduction for new fixed assets and for job creation). (i) running of the statute of limitations on the right of the government to determine the tax debt, (ii) amortisation of expenses arising from changing corporate structure and (iii) deduction for export activities 3,261,705.99 applied and demonstrated for the 1995 financial year. Determination of the right of the DIA Group to the deduction for 6,431,219.47 export activities applied and demonstrated for the 1997 financial year. Determination of the right of the DIA Group to the deduction for export activities applied and demonstrated for the 1998 to 2001 26,317,112.78 financial years. Determination of the right of the DIA Group to the deduction for 1,051,576.26 export activities applied and demonstrated for the 2002 financial year. Determination of the right of the DIA Group to the deduction for export activities applied and demonstrated for the 2003 financial year. 18,342,796.22 Determination of the right of the DIA Group to the deduction for export activities applied and demonstrated for the 2004 to 2006 22,556,834.91 financial years. TOTAL 82,863,970.27

2004-2006

279

(b)

Proceedings regarding assessment of Value Added Tax for the 1995 and 1996 financial years (Spain)

This is an appeal for cassation (no. 2885/2006) before the Supreme Court, filed against the judgment of 24 March 2006 issued by the National Court, rejecting contentious-administrative appeal no. 220/2003 on Value Added Tax assessment for the 1995 and 1996 financial years. Amount of the matter: 3,672,659.61 euros. The lawsuit is pending resolution. The subject matter of the appeal is determination of whether the return on the excess liquidity arising from the DIA Group's business of retail sales in supermarkets is a financial transaction for purposes of the Value Added Tax, requiring taking account of the financial revenue obtained when calculating the proration of the deduction. (c) Proceedings regarding the rounding used in the context of value added tax (France)

The French tax authorities have disputed the rounding criterion used by ED SAS, in the 2004 to 2008 financial years, regarding the value added tax, taking the position that: said tax should have been calculated and rounded to the next highest decimal, the method of calculation of rounding used by ED SAS resulted in a drastic reduction of the tax to be paid to the French tax authorities, and that this method of calculation was contrary to the principle of neutrality and proportionality deriving from the corresponding European Directives. In this regard, the economic estimate of the value added tax not paid made by the French tax authorities for the 2004 and 2005 taxable years was rejected by ED SAS, which filed an action before the Administrative Court of Montreuil on 8 February 2010. At this date there is no final decision regarding this matter by that Court. In addition, the estimates made by the French tax authorities for the 2006, 2007 and 2008 financial years were rejected by ED SAS, although to date no action been filed in respect thereof. The total amount estimated by the French tax authorities for unpaid value added tax for the 2004 to 2008 financial years amounts to 61,672,639 euros, the company having abandoned this method of rounding starting in 2009. (d) Proceedings regarding refund of fee applicable to acquisition of meat products (France)

From 1 January 1993 to 31 December 2003 a fee applied to purchases of meat products, to be paid by retail sellers, to finance a public service for the collection and destruction of animal waste within French territory.

280

ED SAS commenced preliminary proceedings to claim the amount of 12,168,066 euros collected in this category from 1 January 2002 to 31 October 2003, arguing that the fee applied had been obtained illegally. ED SAS's position was accepted and the French tax authorities refunded the aforesaid amount to ED SAS. Nevertheless, on 12 November 2004 the French tax authorities changed their initial position, arguing that the refund of the fee could not be based on the period after 1 January 2001, because that was the date the aforesaid fee scheme was amended to adapt it to the decisions of the European Court of Justice. As a result thereof, the French tax authorities in December 2004 requested return of the amounts paid to ED SAS, together with the corresponding interest. Two years later, ED SAS received two collection notices, amounting to 12,573,492 euros and 205,627 euros as default interest. ED SAS formally opposed the collection notices in October 2007. In February 2008 the French Treasury requested return of the aforesaid amounts. This amount is been recognised in the company's balance sheet, in the amount of 12,799,000 euros (e) Proceedings regarding professional tax (France)

ED SAS is involved in tax disputes as a result of the change of the method of calculation established by the French tax authorities starting in the 2004 financial year for valuation of the ED SAS warehouses. The method changed from valuing them for tax purposes as commercial real estate to valuing them as industrial real estate. This change in valuation has resulted in an increase in the assessment of the French tax authorities of the professional tax owed by ED SAS for the 2004 to 2009 financial years. In particular, for the 2006 and 2007 financial years, the French tax authorities claim an increase of 1,739,192 euros. Since 31 December 2010 ED SAS had not been notified of that claim, an accounting provision has been created for the possibility that the aforesaid amount ultimately will be notified to it and duly claimed. (f) Future proceedings regarding the tax on properties built or to be built (France)

As a result of the fact that the market value of a lease is used for estimated calculation of the tax on property built or to be built, ED SAS has received various notices of re-estimated calculation thereof from the French tax authorities, amounting to 1,210,926 euros. The aforesaid re-estimates will be disputed by ED SAS during the 2011 financial year. (g) Proceedings regarding refund of various taxes (Brazil)

DIA Brasil Sociedades Limitada has filed certain claims requesting refund of various taxes from the Brazilian tax authorities, in the amount of approximately 21 million euros. Given that the amounts in dispute have either been paid to the aforesaid tax authorities or judicially deposited by DIA Brasil Sociedades Limitada, there is no risk whatever to the DIA Group deriving from these proceedings.

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20.8.3

From a labour point of view, by contrast with what occurs in the other countries in which the DIA Group is present, the number of claims in Brazil in this area is relatively high, as at 31 December 2010 reaching 930, for an overall amount of approximately 20,000,000 euros. This principally is due to the generalised pro-employee leaning of the courts in this jurisdiction, and the extended statute of limitations for such proceedings. On the other hand, regarding France and Argentina, although as at 31 December there were a total of 321 and 263 employment claims in progress, respectively, the overall amount thereof was not in excess of 11,000,000 and 6,000,000 euros, respectively. The same reasons stated earlier regarding the number of existing employment claims in Brazil are also applicable to Argentina. Independently of the foregoing, summarised below are the principal labour proceedings to which any of the companies in the DIA Group is a party at the date of registration of this Registration Document: (a) Spain

DIA is involved in contentious-administrative proceedings with the labour authorities, regarding a sanctioning file covering some 67 cumulative assessments. The asserted violations are based on failure to make contributions in respect of the so-called "forfait" system. This system consists of payment of a monthly amount (generally fixed) to certain workers to compensate for travel expenses incurred by them. No contributions were made in respect of these amounts, because DIA was of the view that they were received not as salary, but rather as reimbursement of travel expenses. The amount claimed by the labour authorities is 1,593,027.55 euros. To this amount one must add a surcharge of 35% (557,559.64 euros) and 3% for procedural costs (64,517.61), the three categories amounting to a total of 2,215,104.80 euros DIA has posted guarantees of the amounts that could result from an unfavourable judicial decision, by way of two bank guarantees, for 1,911,633.06 euros and 303,471.74 euros, respectively. Also, in addition to the amounts stated, if DIA is ordered to pay there will be accrued interest, to be calculated from the date of issuance of the corresponding assessment to the date of effective payment. Currently, the matter is awaiting decision by the High Court of Justice of Madrid. (b) Brazil

As a result of an investigation requested by the Brazilian Ministry of Labour, the Brazilian Work Fund (Fondo de Trabajo) in August 2009 imposed a sanction on DIA Brasil Sociedade Limitada in the approximate amount of 1,220,699 euros, finding that the so-called "Proyecto Familia" (a project existing in the past, currently covering no retail store) violated the provisions of Brazilian regulations. In September 2009 DIA Brasil Sociedade Limitada presented its arguments against that sanction. Currently, the matter is pending resolution in the administrative proceedings. After conclusion of such

282

proceedings, the possibility of filing a judicial claim in any event will remain open. 20.9 Significant change in the Issuers financial or trading position From 31 March 2011 to the date of this Registration Document, the former being the date of the most recent consolidated financial information of DIA, there has been no material change in the financial or business position of the DIA Group, with the exception of execution of the syndicated loan described in section 10 above.

283

21. 21.1 21.1.1

ADDITIONAL INFORMATION Capital The amount of issued capital, and for each class of capital: The Company's capital is sixty-seven million nine hundred and thirty-three thousand six hundred (67,933,600) euros, represented by six hundred and seventy-nine million three hundred and thirty-six thousand (679,336,000) shares having a par value of ten cents on the euro (0.10 euros) each, of a single class, fully subscribed and paid up. The shares are represented by book entries, the entity responsible for maintaining the accounting records being Sociedad de Gestin de los Sistemas de Registro, Compensacin y Liquidacin de Valores, S.A. (Iberclear) and its affiliated participants.

21.1.2

If there are shares not representing capital, their number and principal characteristics are to be stated There are no shares not representing capital of the company.

21.1.3

Number, book value and par value of shares of the Issuer in the possession or name of the Issuer itself or its subsidiaries At the date of registration of this Registration Document the Company does not hold treasury shares. The sole shareholder on 9 May 2011 expressly resolved to authorise the board of directors, with express authority to delegate, in accordance with the provisions of article 146 of the Capital Companies Act, for derivative acquisition of shares of the Company on the following terms: (a) The acquisitions may be made directly by the Company or indirectly through its subsidiaries, on the same terms as described herein. (b) The acquisitions will be accomplished by way of sale or exchange transactions or as otherwise permitted by law. (c) The acquisitions may, from time to time, be made up to the maximum figure permitted by law. (d) The acquisitions may be made at any price that is justified, but once the Company's shares are admitted to trading, they may not be made at a price higher than the stock exchange price. (e) The aforesaid authorisation is extended for a maximum term of five (5) years after the effectiveness of the resolution adopting it. It was expressly noted that shares acquired as a result of this authorisation may be used for direct delivery to employees or administrators of the Company, or as a result of the exercise of option rights held by them, in accordance with the provisions of article 146(1)(a)(3) of the Capital Companies Act

284

21.1.4

Amount of all convertible securities, exchangeable securities or securities subject to warrants, indicating the conditions and procedures governing conversion, exchange or subscription At the date of registration of this Registration Document, the Company has not issued subscription rights, debentures convertible into shares or any other similar financial instrument that could, directly or indirectly, give a right to subscribe shares of the Company, nor has it adopted resolutions to that effect.

21.1.5

Information about and terms of any acquisition rights and or obligations over authorised but unissued capital or an undertaking to increase the capital At the date of registration of this Registration Document the Company has not issued acquisition rights and/or obligations in respect of authorised capital (nor has it adopted resolutions to that effect), nor is there any undertaking to increase the capital of the Company.

21.1.6

Information regarding any capital of any DIA Group member that is under an option, or has conditionally or unconditionally been subjected to an option, and details of such options, including the persons holding them There is no option to purchase or subscribe shares of any member of the DIA Group at the date of registration of this Registration Document.

21.1.7

Evolution of share capital, highlighting information regarding any change during the period covered by the historical financial information The following table shows the most recent changes in both capital and the par value of shares. Changes in capital Date Resulting capital (euros) 3,898,789.17 Shares / par value 648,717 6.01 25/03/2011 67,933,600 679,336,000 0.10

Capital increase against in-kind contribution, by creation of new shares Capital increase against issue premium reserves and simultaneous split of par value of shares

29/11/2004

21.2 21.2.1

Memorandum and articles of association Description of the corporate purposes of the Issuer and where the memorandum and articles of association may be found The corporate purpose of the company is set forth in article 2 of its articles of association:

285

"1. The purpose of the Company is to engage in the following activities, both within the national territory and abroad: (a) (b) Wholesale or retail marketing in the domestic market and abroad of food products and any other products destined for consumption. Provision of business cooperation services of all kinds for the marketing of telecommunications products and services, most specifically telephony, by way of reaching appropriate agreements with the companies authorised to supply and distribute all of these products and services. This cooperation in any event, to the extent allowed by the legislation applicable, will include the marketing of the aforesaid telecommunications products and services. Engaging in activities related to the marketing and/or sale of all kinds of products and services of lawful commerce by way of the Internet or any online means, particularly food products, household items, small electrical appliances, multimedia products, computers, photography articles, telephony and image or sound products, as well as providing all kinds of services by way of the Internet or any other online means. Engaging in the activities of travel agencies, both wholesale and retail, inter alia including the organisation and sale of package tours (viajes combinados). Retail distribution of petroleum products and operation of service stations and retail trade in fuel for sale to the public. Acquisition, holding, enjoyment, management, administration and disposition of securities representing the capital of companies resident in Spanish territory and abroad, by way of the corresponding organisation of tangible and human resources. Management, coordination, advice and support to investee companies and companies with which it cooperates by virtue of contractual relations such as franchise and similar agreements. Storage and warehousing of all kinds of merchandise and products, both for the Company and for other undertakings.

(c)

(d)

(e) (f)

(g)

(h)

2. The Company may engage in the activities constituting the corporate purpose either directly or indirectly, by way of holding shares or interests in companies having the same or similar purposes, or in any of the other ways accepted in law. 3. If for any of the activities included within the corporate purpose described in the preceding paragraph the legal provisions require any professional qualification, governmental permit or registration in public registers, those activities must be undertaken by persons holding the required qualification, and may not be commenced until the governmental requirements have been satisfied or the required permits have been obtained.

286

4. In any event, excluded from the corporate purpose is the exercise of all kinds of activities for which the law establishes special conditions that are not satisfied by the Company." 21.2.2 A summary of any provisions of Issuer's articles of association, statutes, charter or bylaws with respect to members of administrative, management and supervisory bodies Board of directors Articles and Board of Directors Regulation The new articles of association, approved by decision of the sole shareholder of 25 March 2011, and the Company's board of directors regulation. approved by the Company's board of directors at its meeting of 25 March 2011, which will become effective upon admission to trading of the Company's shares, provide as follows: (i) Composition: the board of directors will be comprised of a minimum of five (5) and a maximum of fifteen (15) members. The general shareholders meeting determines the number of directors. The secretary and any assistant secretary of the board of directors need not be directors. Classes of directors: (a) Inside directors: those directors who are senior officers or employees of the company or its group. For these purposes, those treated as inside directors are the chairman, if he/she has delegated management functions, the managing director, and those that in any other way have management responsibilities within the Company or any of its subsidiaries. (b) Proprietary outside directors: the directors who hold a share interest above or equal to the legally determined threshold for significant holdings, or are otherwise appointed due to their status as shareholders, and the persons whose appointment is proposed by such shareholders; (c) Independent outside directors: those directors appointed for their personal or professional qualities who are in a position to perform their duties without being influenced by any connection with the Company, its significant shareholders or its management; (d) Other outside directors: the outside directors that cannot be classified as proprietary or independent. (iii) Appointment: with the exception of those cases in which a director is appointed using the co-option scheme, in order to be appointed a member of the board of directors the candidate need not be a shareholder.

(i) (a)

(ii)

287

(iv)

Term of office: unless they resign or are removed, they will remain in office for a term of six (6) years. They may be re-elected one or more times for periods of the same duration, except in the case of independent directors, which may hold their positions for a maximum of two (2) terms. Compensation: compensation of directors will consist of a fixed monthly stipend and per diems for attending meetings of the board of directors and its committees. The maximum amount of compensation to be paid by the Company to its directors in these categories will be the amount determined for that purpose by the general shareholders meeting, which will remain in effect until an amending resolution. The board of directors, within the maximum set by the general shareholders meeting, will fix the specific amount to be received by each of the directors in each financial year, it being permissible for it to vary the amount to be received by each of them based on: the director's membership or lack of membership on a delegated body of the board; the positions they occupy therein or, in general, their dedication to administration tasks or service to the Company.

(v)

The compensation contemplated in the preceding sections, deriving from membership on the board of directors, will be compatible with and independent of such other professional or employment compensation as may correspond to the directors for the performance of management work or for advice other than the group supervision and decision-making inherent in their capacities as directors, which will be subject to the applicable legal scheme. Inside directors may be compensated by delivery of shares of the Company or another group company to which they belong, options thereon or instruments indexed to their price. When dealing with shares of the Company or instruments indexed to the price thereof, the compensation must be resolved by the general shareholders meeting. The resolution, if applicable, will state the number of shares to be delivered, the price of exercise of the option rights, the value of the shares taken as a reference and the term of this form of compensation. Ownership of shares and the ability to exercise stock options and rights of acquisitions of shares or compensation based on changes in the prices thereof will be subject to predetermined and measurable performance criteria.

288

Ownership of shares may not be effective, nor may rights be exercised, until a minimum term of three (3) years has elapsed after the award thereof. Once full ownership of shares is acquired, the directors must retain a minimum number of them until the end of their terms of office, if applicable subject to the need to finance costs related to acquisition of those shares. In this regard, the number of shares retained must be equal to twice the value of total annual compensation. Compensation of inside directors may also include variable compensation tied to profitability of the Company or pension schemes. The fixed element of compensation must be sufficient so that the Company may retain the variable components if the director does not meet the performance criteria that have been established. For any possible variable compensation, it must be ensured that such compensation bears a relationship to the professional performance of the beneficiaries, and does not derive simply from a general trend in the markets or the company's business sector, or other similar circumstances. Specifically, the variable components of compensation must: (a) (b) be tied to predetermined and measurable performance criteria; promote the sustainability of the Company in the long term, including non-financial criteria, such as compliance with standards and procedures, that are appropriate to the creation of long-term value in the Company. when paid, in significant part be deferred for a minimum period of time, in order to determine whether the established performance conditions have been satisfied; have the part of the compensation subject to the deferred payment determined based on the relative weight of the variable component by comparison with the fixed component of compensation; and regarding contractual arrangements entered into with Directors, include a clause allowing the Company to claim repayment of the variable components of compensation when the payment is not in accordance with those performance conditions, or when the compensation has been paid based on information the inaccuracy of which is later manifestly demonstrated.

(c)

(d)

(e)

289

Payments for termination of contract will not exceed an established amount equivalent to two years of fixed annual compensation, and will not be paid when termination of the contract is based on inadequate performance. Regarding outside directors, the board will adopt all measures available to it to ensure that their compensation, including the part, if any, they receive as members of committees, is in accordance with the following criteria: (a) (b) an outside director will be compensated based on actual time commitment, qualification and responsibility; the amount of an outside director's compensation should be calculated in a manner that offers incentives for the director's commitment, but does not constitute an obstacle to the independence thereof; and an outside director must be excluded from compensation by way of delivery of shares, stock options or instruments indexed to the share value, as well as the pension schemes financed by the Company for cases of dismissal, death or otherwise. The foregoing limitation will not apply to compensation by way of delivery of shares, when it is conditioned on the outside directors holding the shares until they cease to be directors.

(c)

Directors will be entitled to payment of their justified travel expenses incurred to attend meetings of the board of directors The compensation of outside directors and inside directors, in the latter case as to the part corresponding to their status as directors apart from their executive functions, will be set forth in the notes to the financial statements, broken down by each director. Together with the annual corporate governance report, the board of directors must prepare and publish an annual report on compensation of directors and senior managers, which is to include complete, clear and comprehensible information regarding the Company's compensation policy, approved by the Board for the year in course and, if applicable, the policy contemplated for future years. It also is to include an overall summary of how the compensation policy was applied during the financial year, and details of the individual compensation earned by each of the directors and senior managers. This report is to be published and submitted to vote on a consultative basis, as a separate point of the agenda, by the ordinary general shareholders meeting.

290

(vi)

Board meetings: the board of directors will meet, on an ordinary basis, a minimum of ten (10) times per year, and as often as deemed to be appropriate by the chairman for the proper functioning of the Company. The board of directors also will meet when so requested by at least one third (1/3) of its members or two (2) of the independent directors, in which case it must be called by order of the chairman. The same directors may also request of the chairman that certain matters be included in the call for any meeting of the board. Adoption of resolutions and valid constitution: No supermajorities other than those contemplated on a general basis in the Capital Companies Act are contemplated for validly holding meetings and adopting resolutions of the board of directors. Committees: the board of directors may appoint an executive committee (comisin delegada) from amongst its members and, if so resolved by the board of directors, one or more managing directors (consejeros delegados). The board of directors will appoint an audit and compliance committee and a appointments and remuneration committee, from among its members which will be governed by the provisions of law, the articles of association and the board of directors regulation.

(vii)

(viii)

(b)

Internal code of conduct for matters related to securities markets The DIA board of directors at its meeting of 25 March 2011 approved, and sent to the CNMV, the internal code of conduct for matters related to securities markets, which will become effective upon admission to trading of the Company's shares. The internal code of conduct contains, inter alia, rules regarding confidentiality of information and transactions in Affected Securities undertaken by the Affected Persons. Specifically, under the provisions of article 83 bis of the Securities Market Act and articles 7 and 8 of Royal Decree 1333/2005, it provides that the following rules will be observed regarding such inside information as may exist within the Company, as regards the Affected Securities or others, as a result of study, preparation or negotiation prior to adoption of decisions that are deemed to be material: (i) (ii) information will be strictly limited to those persons, inside or outside the organisation, who need to know it; the regulatory compliance manager will retain and maintain an inside information register book (the "Register Book"), which for each transaction will separately reflect at least: (a) (b) the identities of the persons with access to the inside information; the reason for their inclusion in the Register Book; and

291

(c) (iii)

the date from which they have known the inside information;

the Register Book will be updated immediately under the following circumstances: (a) (b) (c) when there is a change in the reasons a given person appears therein; when it is necessary to add a new person; and when a person appearing in the Register Book ceases to have access to inside information, in which case the date of occurrence of that circumstance will be noted.

(iv)

the regulatory compliance manager will expressly warn the persons included in the Register Book of the inside nature of the information they have, of their inclusion in the Register Book as persons having that information, of their confidentiality obligation and the prohibition on its use in accordance with the provisions of the applicable rules and this regulation; security measures will be established for custody, filing, access to, reproduction and distribution of the inside information; the undertaking of transactions in the Company's shares or financial instruments indexed thereto will be subjected to measures that prevent investment or divestiture decisions from being affected by knowledge of the inside information; the evolution of the market for the Affected Securities to which the inside information relates and the news issued by professional providers of economic information and communications media that may affect them will be monitored. If there is an abnormal development in the volume of trades or prices of the Affected Securities to which the inside information relates, and there are rational indicia that such development is a result of premature, partial or distorted dissemination thereof, the regulatory compliance unit will be advised of the status of the then-current transaction or decision, so that the appropriate measures will be adopted.

(v) (vi)

(vii)

In addition, Affected Persons having any kind of inside information must refrain from engaging in any of the following conduct, directly or indirectly, on their own behalf or on behalf of others; (i) prepare or engage in any kind of transaction regarding the negotiable securities or regarding financial instruments to which the information relates, or regarding any other security, financial instrument or agreement of any kind, whether or not traded on a secondary market, the underlying asset of which is the negotiable securities or financial instruments to which the information relates.

292

Excepted from the foregoing are (i) preparing and engaging in transactions the existence of which is in and of itself the inside information, as well as (ii) transactions undertaken in compliance with a matured obligation to acquire or sell negotiable securities or financial instruments, when this obligation is contemplated in an agreement entered into before the person in question has the inside information, and (iii) other transactions undertaken in accordance with applicable regulations; (ii) (iii) disclose this information to third parties, except in the ordinary course of their work, profession or position; recommend that a third party acquire or sell negotiable securities or financial instruments or cause another to do so based on this information.

Also, Affected Persons having any kind of inside information will be required to: (i) safeguard it, without prejudice to their duty to communicate and cooperate with judicial and administrative authorities, in the terms contemplated in the Securities Market Act and other applicable legislation; adopt appropriate measures to prevent any possible abusive or unfair use of that inside information; refrain from any comment or statement regarding the inside information to third persons or in places where the conversation may be overheard by other persons; and notify the regulatory compliance manager immediately of any abusive or unfair use of inside information of which they are aware.

(ii) (iii)

(iv)

Without prejudice to the foregoing, in the case of outside advisors, their access to inside information will require that they first sign a confidentiality agreement, when that is compatible with their professional regulation and obligations, in which they are advised of the nature the information delivered to them and the obligations they assume in this regard, and their inclusion in the Register Book and the obligation to deliver the information necessary for proper maintenance thereof. Regarding material information, the Company, through the regulatory compliance manager or, if applicable, the person that has been appointed as the authorised spokesman before the CNMV, will immediately communicate the material information to the CNMV as a material disclosure, regardless of whether or not the information arose from within the issuer, and immediately thereafter will proceed to disclose it on its website and, if applicable, by way of other communications media, as soon as the matter constituting the material information is known, the agreement or contract with third persons in question is signed, or the decision is adopted by the competent body.

293

Notwithstanding the foregoing, the Company may, as a matter of its responsibility, delay publication and dissemination of the material information when it believes the information would be harmful to its legitimate interests, provided that the omission is not susceptible of confusing the public and the Company can guarantee the confidentiality of that information. In any event, the Company will advise the CNMV immediately. (ii) Board of directors committees The board of directors regulation contemplates the formation of an audit and compliance committee and a appointments and remuneration committee. It also contemplates the possibility of appointing an executive committee from among its members, with decision-making authority, but with the limitations for internal purposes of the matters reserved to the full board of directors. Section 16.3 of this Registration Document contains a description of the functions assigned under the board of directors regulation to the audit and compliance committee and the appointments and remuneration committee. 21.2.3 A description of rights, preferences and restrictions attaching to each class of existing shares At the date of registration of this Registration Document, the Company's capital is represented by shares of a single class. 21.2.4 A description of what action is necessary to change the rights of holders of the shares, indicating where the conditions are more significant than is required by law The Company's articles of association do not contain any special rules in this regard by departing from the provisions of the Capital Companies Act, for which reason the requirements contemplated in articles 183, 194 and 201 thereof apply. 21.2.5 A description of the conditions governing the manner of calling annual and extraordinary general shareholders meetings, including the conditions for attendance Under the articles of association and the general shareholders meeting regulation (approved by the sole shareholder on 25 March 2011), which will become effective upon admission to trading of the Company's shares, general meetings will be called by the board of directors by notice published in the Official Gazette of the Commercial Register and on the Company's website, a minimum of one month in advance of the date contemplated for holding the meeting. The call will also be notified by way of a material disclosure that will be sent to the National Securities Market Commission. The board of directors also may resolve that the call will be broadcast by notices in communications or other media, in order to guarantee its maximum dissemination. The board of directors may call an extraordinary general meeting of shareholders provided that it deems it to be necessary or appropriate to the interests of the company.

294

The board of directors also must call it when requested by shareholders that own at least five percent (5%) of capital, stating the matters to be considered in the request. The call notice must contain all of the items required by law as applicable, and will state the date, place and time of the meeting on first call and all matters that are to be considered. The notice may also state the date, if any, on which the general meeting will be held on second call. A term of at least twenty-four (24) hours must pass between the meeting on first call and the meeting on second call. Shareholders representing at least five percent (5%) of capital may request the publication of a supplement to the call of a general meeting of shareholders including one or more points on the agenda. Exercise of this right must be by certifiable notice, which must be received at the registered office within the five (5) days following publication of the call. The supplement to the call must be published at least fifteen (15) days before the scheduled meeting date. Failure to publish the notice complementary to the call within the term specified by law will be grounds for nullification of the meeting. All shareholders may attend the general meeting, regardless of the number of shares owned by them. To exercise the right of attendance, shareholders must have the shares representing the capital registered in the corresponding book entry register, at least five (5) days in advance of the day the meeting is to be held. This circumstance must be shown using the appropriate attendance card or certificate of standing issued by the entity or entities responsible for maintaining the book entry register or in any other manner permitted by applicable legislation. Shareholders may participate in the general meeting in person or by a proxy, which need not be a shareholder, satisfying the requirements and formalities specified in the articles of association, the general meeting regulation and by law. 21.2.6 A brief description of any provision of the Issuer's articles of association, statutes, charter or bylaws that would have an effect of delaying, deferring or preventing a change in control of the Issuer On the date of admission of the company's shares to trading there are no articles provisions or internal regulations having the effect of delaying, postponing or preventing a change in control of the Company.

295

21.2.7

An indication of the articles of association, statutes, charter or bylaw provisions, if any, governing the ownership threshold above which shareholder ownership must be disclosed There is no provision in the articles of association requiring shareholders with a significant interest to disclose that fact, without prejudice to the requirements established by the regulations in effect from time to time, in particular Royal Decree 1362/2007 of 19 October 2007 developing Securities Market Act 24/1988 of 28 July 1988, and Circular 2/2007 of 19 December 2007 of the National Securities Market Commission.

21.2.8

A description of the conditions imposed by the memorandum and articles of association, statutes, charter or bylaw governing changes in the capital where such conditions are more stringent than is required by law Changes in the capital of the Company are subject to the general regulation established in the Capital Companies Act.

296

22. 22.1

MATERIAL CONTRACTS A summary of each material contract, other than contracts entered into in the ordinary course of business, to which the Issuer or any member of the Group is a party, for the two years immediately preceding publication of the registration document. Over the two years immediately prior to publication of this Registration Document, the companies in the DIA Group have not signed material contracts other than in the ordinary course of the business described in section 6. Nevertheless, in light of separation from the Carrefour group: (i) Carrefour World Trade S.A. (a company in the Carrefour group) and DIA on 9 May 2011 signed an agreement for a term of 3 years after admission to trading of the Company. The purpose, on a joint basis in Spain and France, was to (a) create and develop own brand products; (b) select suppliers; and (c) negotiate the terms for purchase of some of these own brand products (thereafter to be marketed under their respective own brands, that is, "Dia" and "Carrefour"), in order to obtain more competitive prices. This agreement, pursuant to which it is contemplated that certain synergies will be generated both for the DIA Group and for the Carrefour group, includes a specific indemnification clause applicable if either of the parties is subject to any of the following grounds for termination: (a) a change of direct or indirect control affecting DIA or Carrefour, in favour of certain food distribution groups; and (b) signature by either of the parties of a distribution, cooperation or supply agreement with certain food distribution groups. This indemnification clause would amount to 35 million euros to be paid by DIA and 10 million euros to be paid by Carrefour, in the event of termination of the agreement for the aforesaid reasons. The effectiveness of this agreement is subject to effective separation of DIA from the Carrefour group, and its validation by the general shareholders meeting of Carrefour Socit Anonyme contemplated for next 21 June 2011. (ii) Carrefour World Trade S.A. (a company in the Carrefour group) and DIA on 9 May 2011 signed an agreement for maintenance of the commitments undertaken by the Carrefour group, on an international level, with its supplier brand providers, on behalf of the companies in the DIA Group, so negotiation of this kind of product can continue on a joint basis through that company. This agreement will become effective on the first trading day of shares of the Company and will remain in effect until 31 December 2011. Its effectiveness is expressly subject to effective separation of DIA from the Carrefour group, and its validation by the general shareholders meeting of Carrefour Socit Anonyme contemplated for next 21 June 2011.

297

(iii) Interdis (a company in the Carrefour group) and SAD ED (a French 100% subsidiary of DIA) on 9 May 2011 signed an agreement for maintenance of the commitments undertaken by the Carrefour group with its suppliers of supplier brand Mass Market Products (PGC), on behalf of the companies in the DIA Group in France, so negotiation of this kind of product can continue on a joint basis through that company. This agreement will become effective on the first trading day of shares of the Company and will remain in effect until 29 February 2012. Its effectiveness is expressly subject to effective separation of DIA from the Carrefour group, and its validation by the general shareholders meeting of Carrefour Socit Anonyme contemplated for next 21 June 2011. (iv) The DIA Group and the Carrefour group on 6 May 2011 signed a services agreement (in particular, regarding information technology, insurance and use of payment services). The effectiveness of this agreement is subject to effective separation of DIA from the Carrefour group and its validation by the general shareholders meeting of Carrefour Socit Anonyme contemplated for next 21 June 2011, and will remain in effect until 31 December 2011, after which date the DIA Group will have to have its own contracts for the provision of the aforesaid services, independently negotiated. The board of directors of DIA at its meeting of 9 May 2011 ratified entering into the aforesaid contracts. After admission to trading and constitution of the audit and compliance committee, these contracts will be subject to ratification by that committee. If these contracts are not ratified by the aforesaid audit and compliance committee they will be terminated and, therefore, possible claims of the corresponding indemnification for damages will be terminated. Also, the commitments signed between certain companies in the DIA Group and certain agencies in the Publicis group are maintained until 31 December 2011, under a master agreement signed 21 December 2009 between Carrefour Socit Anonyme and Publicis Dialog SAS, for the provision of advertising services. In addition, DIA and DIA Hellas A.E. (the entity through which the DIA Group operated in Greece, the interest in which it sold in July 2010) signed an agreement on 13 July 2010 to govern the conditions for the grant to DIA Hellas A.E. by DIA of nonexclusive licences of (i) the "DIA" trademark; (ii) the www.diawebfr.gr domain; and (iii) the patent described in section 13.2 above. As consideration for these licences, DIA receives an amount equivalent to 0.32% of annual sales of Dia Hellas A.E. (which, during 2010, resulted in compensation of approximately 450,000 euros). These licences have been granted for the territory of Greece and will expire on 31 December 2012 (or earlier, if all of the local franchise agreements signed by Dia Hellas A.E. have been terminated or resolved).

298

In addition, two entities in the DIA Group are parties to various shareholders agreements regarding companies in which they hold interests: (i) In April 1995, Erteco SAS signed a shareholders agreement with Holding Bernard Blachre (the entity holding 66.7% of the capital of Bladis S.A., a company responsible for developing and operating fruit and vegetable sections in the DIA Group's ED stores in France; for more information regarding this company see section 5.2 above), to regulate, inter alia, the corporate governance scheme for Bladis, S.A. and certain pre-emption rights related to transfer of the shares of that company (whereby the party intending to transfer its shares in the company to a third party must so notify the other party, which will have a pre-emptive right to acquire them on the same terms). As as at 31 December 2010 the book value of the interest in Bladis, S.A. was approximately 2,100,000 euros. DIA and H. . Sabanci Holding, A.S. signed an indefinite-term shareholders agreement, dated 21 December 2000, to regulate, inter alia, the corporate governance of Diasa Dia Sabanci Supermarketleri Ticaret Anonim Sirketi ("DIA Sabani") and certain restrictions and preferential rights related to transfer of shares of that company. H. . Sabanci Holding, A.S. holds 40% of the capital of the aforesaid Turkish company, with DIA having a 59.93% interest and the remaining 0.07% belonging to other companies in the DIA Group (at the date of this Registration Document, the book value of the DIA Group interest in DIA Sabani amounts to approximately 51.8 million euros). The agreement specifies certain circumstances in which, in the event of disagreement between DIA and the local partner on questions of particular importance to the management of DIA Sabani, either of the parties may commence proceedings pursuant to which DIA ultimately might acquire the interest of the local partner in DIA Sabani or, alternatively, sell its interest in that company to that partner, at a market price determined by independent experts. This shareholders agreement also specifies, as grounds for its termination, participation by either of the parties in a merger, acquisition or, in general terms, any corporate restructuring that could result in a change of the ultimate shareholding structure thereof. Bearing in mind the fact that, based on the distribution of all of the capital of DIA as a dividend in kind to the shareholders of Carrefour Socit Anonyme, the direct shareholdings in DIA will be the same as its current ultimate indirect shareholdings, that transaction should not constitute grounds for termination of the agreement. Nevertheless, the possibility that the DIA partner in Turkey may assert a different interpretation, and thus conclude that this transaction could result in termination of the agreement, cannot be ignored.

(ii)

299

22.2

A summary of any other contract (not being a contract entered into in the ordinary course of business) entered into by any member of the Group which contains any provision under which any member of the Group has any obligation or entitlement which is material to the Group as at the date of the registration document. At the date of registration of this Registration Document, none of the companies in the DIA Group has signed contracts containing rights or obligations that are material to that Group, other than in the ordinary course of business, apart from the financing agreement described in section 10.3 above.

300

23. 23.1

THIRD PARTY INFORMATION AND STATEMENTS BY EXPERTS AND DECLARATIONS OF ANY INTEREST Where a statement or report attributed to a person as an expert is included in the registration document, provide such persons name, business address, qualifications and material interest if any in the Issuer. If the report has been produced at the Issuers request, a statement to that effect, that such statement or report is included, the form and context in which it is included, with the consent of the person who has authorised the content of that part of the registration document. Not applicable.

23.2

Where information has been sourced from a third party, provide a confirmation that this information has been accurately reproduced and that as far as the Issuer is aware and is able to ascertain from information published by that third party, no facts have been omitted which would render the reproduced information inaccurate or misleading. In addition, identify source(s) of the information. Not applicable.

301

24.

DOCUMENTS ON DISPLAY Listed below is the documentation that will be available to the public and may be consulted: 1. 2. 3. 4. 5. Articles of association: both the current ones and those that will become effective upon listing of the DIA shares. General shareholders meeting regulation Board of directors regulation Internal code for conduct on the securities markets. Individual financial statements for DIA for the financial years ended 31 December 2010, 2009 and 2008, together with the corresponding audit report for each of the aforesaid financial years. Consolidated financial statements for DIA for the financial years ended 31 December 2010, 2009 and 2008, together with the corresponding audit report. Consolidated summary interim financial statements of DIA for the first quarter of 2011, together with the corresponding limited review report. 2011-2013 Profit Forecast, together with the corresponding special report. Registration Document. Resolutions adopted by sole shareholder and board of directors of DIA on 25 March 2011. Resolutions adopted by sole shareholder and board of directors of DIA on 9 May 2011.

6.

7. 8. 9. 10. 11.

Also described below are the format in which and time from which each of the aforesaid documents will be available to the public and may be consulted: (i) DIA Paper

All of the listed documents (that is, documents 1 to 11) may be consulted in paper format at the registered office of DIA, located at Jacinto Benavente 2A, Edificio Tripark, Parque Empresarial Las Rozas, Las Rozas, from the date of registration of this Registration Document. Website

Once the DIA shares are admitted to trading, documents 1 to 6 and 9 will be available on the Issuer's website (that is, www.diacorporate.com).

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(ii)

CNMV Paper

All of the listed documents (that is, documents 1 to 11) may be consulted in paper format at the CNMV Register (located at Miguel ngel 11, Madrid), from the date of registration of this Registration Document. Website

Documents 5, 6 and 9 may be consulted on the CNMV website (that is, www.cnmv.es), from the date of registration of this Registration Document. Documents 2, 3 and 4 may be consulted on the CNMV website (that is, www.cnmv.es), from the date of registration of the Securities Note.

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25.

INFORMATION ON HOLDINGS In section 7.2 above there is a list of material companies belonging to the DIA Group. Also, the Issuer's financial statements for the financial years ended 31 December 2010, 2009 and 2008 contain a description of the financial fixed assets of the Issuer and its investees. The economic and financial impact of these companies is reflected in the Issuer's financial statements. In addition, the Issuer has direct or indirect interests in the companies identified below. The Issuer's holdings in these companies is not material. They therefore have no material economic or financial impact on the DIA Group. Company name Country of registered office France France France France France France France France France France France France France France France France France Percentage interest(1) 100% 50%(2) 100% 100% 80% 50% 50% 50% 26% 26% 26% 26% 26% 26% 26% 5% 5%

1. 2. 3. 4. 5. 6. 7. 8. 9.

GAP Discount SAS Voiron Distribution SODEXED Campus DIA Europa Discount Sud Ouest SNC ST Bonnet Discount SAS Podis 105 S..r.l. Dialombard Phoenix S..r.l.

10. Maraussan Distribution S..r.l. 11. Jaladis 12. Fred 1 (Theix) 13. Pleridia 14. Solerdis 15. S..r.l. Shiva 16. Diamont 17. Callian Distribution

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Company name

Country of registered office France France France France France

Percentage interest(1) 5% 5% 5% 5% 5%

18. Sainte Anne D'Evenos Distribution 19. Normandis 20. LDA 21. Descha 22. Narbodis

(1)

The Issuer's interest in the companies identified in the foregoing table is indirect, through its wholly-owned subsidiary ED SAS, except in the case of the company Voiron Distribution. 100% of this company belongs to SAS Proved, which in turn is 50% owned by ED SAS, a subsidiary of the Issuer in France.

(2)

Madrid, 13 May 2011

_________________________ Mr. Ricardo Currs de Don Pablos Distribuidora Internacional de Alimentacin, S.A.U.

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