Common use of Specific Matters Clause in Contracts

Specific Matters. (i) As long as the GPA Éxito Holders hold more than 10 % of the share capital and voting rights of Éxito, CGP and GPA shall, prior to any Board of Directors’ meeting or Éxito Shareholders’ Meeting where a Specific Matter will be discussed and/or voted upon, consult and confer with each other in view of determining the Casino Group’s position. (ii) Should such consultations reveal a difference between CGP’s and GPA’s position with respect to the Specific Matter being considered, the matter will be submitted to the Chief Executive Officers of CGP and GPA for final determination of the Casino Group’s position ahead of the corresponding Board of Directors’ meeting or Éxito Shareholders’ Meeting. (iii) Once the aforementioned determination of the Casino Group position is made, if need be as a result of the escalation to the two Chief Executive Officers, the Parties shall make their reasonable efforts so that their appointee directors vote, and shall cause their representative in the corresponding Éxito Shareholders’ Meeting to vote, as applicable, in a manner consistent with such Casino Group position according to the undertakings abovementioned in Article 2.1.4.