Master Agreement signed between Laurus, Casino and banks

On May 21, 2002 Casino, Laurus and the Banks (ABN AMRO Bank,
ING Bank and Rabobank Nederland) have signed the Master Agreement with respect to the proposed transactions set forth in the joint press releases issued on March 7, 2002 and April 29, 2002.

In connection with the signing of the Master Agreement an opinion from Morgan Stanley was received stating that the minimum number of shares that the existing shareholders will hold following the transaction is fair from a financial point of view to such shareholders.

As not all the schedules to this Master Agreement have been fully agreed upon and finalized yet, the parties have agreed to sign all these remaining schedules on June 3, 2002, or such other date as the parties may agree upon.

These schedules include amongst others the documentation with respect to the rescheduling of the finance agreements with the Banks, the Technical Assistance by Casino to Laurus and the future articles of association of Laurus.

The signed Master Agreement further provides to Casino and the Banks certain rights to terminate this agreement in case of, inter alia, serious claims, significant delay of the Closing of the transaction, non-approval by the shareholders meeting of Laurus and non-compliance of Laurus with the provisions of the Master Agreement.

After signing of all definitive agreements (which is foreseen on June 3, 2002) a Laurus shareholders meeting will be convoked and the 2001 annual report will be published. A date for this meeting has not yet been fixed.

(source: Laurus)

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