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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 MarketCommission (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 EC809/2004 of 29 April 2004 on application of Directive 2003/71/EC of the European Parliament and of the Council, and otherapplicable legislation


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TABLE OF CONTENTS

Page

I. RISK FACTORS

1. RISK FACTORS RELATED TO DIA GROUP BUSINESS ...................................... 72. RISK FACTORS RELATED TO SECTOR IN WHICH DIA GROUP

OPERATES ................................................................................................................... 17

II. INFORMATION ON THE ISSUER (ANNEX I OF COMMISSIONREGULATION (EC) 809/2004 OF 29 APRIL 2004)

1. PERSONS RESPONSIBLE .......................................................................................... 201.1 Identification of the persons responsible for the Registration Document ........... 201.2 Declaration of the persons responsible for the Registration Document .............. 20

2. AUDITORS .................................................................................................................... 212.1 Names and addresses of the issuers auditors for the period covered by the

historical financial information (together with their membership in aprofessional body) ............................................................................................... 21

2.2 If auditors have resigned, been removed or not been re-appointed during theperiod covered by the historical financial information, details if material ......... 21

3. SELECTED FINANCIAL INFORMATION ............................................................. 223.1 Selected historical financial information on the Issuer ....................................... 223.2 If selected financial information for interim periods is provided,

comparative data from the same period in the prior financial year must alsobe provided, except that the requirement for comparative balance sheetinformation is satisfied by presenting the year-end balance sheetinformation .......................................................................................................... 25

4. RISK FACTORS ........................................................................................................... 275. INFORMATION ABOUT ISSUER ............................................................................. 28

5.1 History and development of the Issuer ................................................................ 285.2 Investments .......................................................................................................... 42

6. BUSINESS OVERVIEW .............................................................................................. 526.1 Principal activities ............................................................................................... 526.2 Principal markets ................................................................................................. 906.3 Where the information given pursuant to items 6.1. and 6.2. has been

influenced by exceptional factors, mention that fact ........................................... 976.4 If material to the Issuer's business or profitability, disclose summary

information regarding the extent to which the Issuer is dependent on patentsor licences, industrial, commercial or financial contracts or newmanufacturing processes. .................................................................................... 98

6.5 The basis for any statements made by the Issuer regarding its competitiveposition. ............................................................................................................... 98


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7. ORGANISATIONAL STRUCTURE .......................................................................... 997.1 If the Issuer is part of a Group, a brief description of the Group and the

Issuer's position within the Group. ...................................................................... 997.2 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 ........................................................ 1028. PROPERTY, PLANT AND EQUIPMENT .............................................................. 105

8.1 Information regarding any existing or planned material tangible fixedassets, including leased properties, and any major encumbrances thereon. ...... 105

8.2 Description of any environmental issues that may affect the issuer'sutilization of the tangible fixed assets ............................................................... 114

9. OPERATING AND FINANCIAL ANALYSIS ........................................................ 1159.1 Financial condition ............................................................................................ 1159.2 Operating profit ................................................................................................. 115

10. CAPITAL RESOURCES ............................................................................................ 13310.1 Information concerning the issuers capital resources (both short and long

term) .................................................................................................................. 13310.2 Explanation of the sources and amounts of and a narrative description of the

issuers cash flows............................................................................................. 14310.3 Information on the borrowing requirements and funding structure of the

Issuer ................................................................................................................. 14510.4 Information regarding any restriction on the use of capital resources that,

directly or indirectly, has significantly affected or could significantly affectthe Issuer's operations ........................................................................................ 149

10.5 Information regarding the anticipated sources of funds needed to fulfilcommitments referred to in items 5.2.3 and 8.1 ................................................ 149

11. RESEARCH AND DEVELOPMENT, PATENTS AND LICENCES ................... 15011.1 Research and Development ............................................................................... 15011.2 Rights in intangible assets ................................................................................. 150

12. TREND INFORMATION .......................................................................................... 15612.1 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 ofthe 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'sprospects for at least the current financial year. ................................................ 15613. PROFIT FORECASTS OR ESTIMATES................................................................ 160

13.1 A statement setting out the principal assumptions upon which the Issuer hasbased its forecast or estimate. ............................................................................ 160

13.2 A report prepared by independent accountants or auditors stating that in theopinion of the independent accountants or auditors the forecast or estimatehas been properly compiled on the basis stated and that the basis ofaccounting used for the profit forecast or estimate is consistent with theaccounting policies of the Issuer. ...................................................................... 164

13.3 The profit forecast or estimate must be prepared on a basis comparable withthe historical financial information. .................................................................. 165


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13.4 If the Issuer has published a profit forecast in a prospectus which is stilloutstanding, provide a statement setting out whether or not that forecast isstill correct as at the time of the registration document, and an explanationof why such forecast is no longer valid if that is the case. ................................ 174

14. ADMINISTRATIVE, MANAGEMENT, AND SUPERVISORY BODIES AND

SENIOR MANAGEMENT ........................................................................................ 17514.1 Name, business address and position with the Issuer of the following

persons, indicating the principal activities they engage in apart from theIssuer, if those activities are significant with respect to the Issuer ................... 175

14.2 Conflicts of interest of the administrative, management and supervisorybodies, and senior managers .............................................................................. 192

15. COMPENSATION AND BENEFITS ....................................................................... 19615.1 Amount of compensation paid (including contingent or deferred fees) and

in-kind benefits given to these persons by the Issuer and its subsidiaries forservices of any kind rendered by any person to the Issuer and its

subsidiaries ........................................................................................................ 19615.2 The total amounts set aside or accrued by the Issuer or its subsidiaries to

provide pension, retirement or similar benefits ................................................. 19816. MANAGEMENT PRACTICES ................................................................................. 204

16.1 Date of expiration of current authority, if any, and period during which theperson has served in the position ....................................................................... 204

16.2 Information regarding contracts of members of administration, managementor supervision bodies with the Issuer or any of its subsidiaries thatcontemplate benefits upon termination of services, or the correspondingnegative statement ............................................................................................. 205

16.3 Information regarding the audit committee and the compensation committeeof the Issuer, including names of the members of the committees and asummary of the internal regulation ................................................................... 206

16.4 A statement as to whether or not the Issuer complies with its country ofincorporations corporate governance regime(s). In the event that the Issuer

does not comply with such a regime, a statement to that effect together withan explanation regarding why the Issuer does not comply with such regime ... 211

17. EMPLOYEES .............................................................................................................. 21717.1 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 financialinformation and a breakdown of persons employed by main category ofactivity and geographic location. ....................................................................... 217

17.2 Shareholdings and stock options ....................................................................... 21917.3 Description of any arrangements for involving the employees in the capital

of the Issuer ....................................................................................................... 21918. MAJOR SHAREHOLDERS ...................................................................................... 220

18.1 In so far as is known to the Issuer, the name of any person other than amember 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 amountof each such persons interest or, if there are no such persons, an

appropriate negative statement .......................................................................... 220


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18.2 Whether the Issuer's major shareholders have different voting rights, or thecorresponding negative statement. .................................................................... 222

18.3 To the extent known to the Issuer, state whether the Issuer is directly orindirectly owned or controlled and by whom and describe the nature of suchcontrol and describe the measures in place to ensure that such control is not

abused. ............................................................................................................... 22218.4 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 ........................ 22219. TRANSACTIONS WITH RELATED PARTIES .................................................... 223

19.1 Related party transactions with directors and senior managers ........................ 22319.2 Transactions with related shareholders and companies .................................... 223

20. FINANCIAL INFORMATION CONCERNING ISSUERS ASSETS ANDLIABILITIES, FINANCIAL POSITION AND PROFITS AND LOSSES ........... 22920.1 Historical financial information ........................................................................ 22920.2 Pro forma financial information ........................................................................ 25420.3 Financial statements .......................................................................................... 25420.4 Audit of annual historical financial information ............................................... 25420.5 Age of most recent financial information .......................................................... 25520.6 Interim and other financial information ............................................................ 25520.7 Dividend policy ................................................................................................. 27620.8 Judicial and arbitration proceedings .................................................................. 27720.9 Significant change in the Issuers financial or trading position ........................ 283

21. ADDITIONAL INFORMATION .............................................................................. 28421.1 Capital ............................................................................................................... 284

21.2 Memorandum and articles of association .......................................................... 28522. MATERIAL CONTRACTS ....................................................................................... 297

22.1 A summary of each material contract, other than contracts entered into inthe ordinary course of business, to which the Issuer or any member of theGroup is a party, for the two years immediately preceding publication of theregistration document. ....................................................................................... 297

22.2 A summary of any other contract (not being a contract entered into in theordinary course of business) entered into by any member of the Groupwhich contains any provision under which any member of the Group hasany obligation or entitlement which is material to the Group as at the date of

the registration document. ................................................................................. 30023. THIRD PARTY INFORMATION AND STATEMENTS BY EXPERTS ANDDECLARATIONS OF ANY INTEREST ................................................................. 30123.1 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 beenproduced 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 ofthe registration document. ................................................................................. 301

23.2 Where information has been sourced from a third party, provide aconfirmation that this information has been accurately reproduced and thatas far as the Issuer is aware and is able to ascertain from information


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published by that third party, no facts have been omitted which wouldrender the reproduced information inaccurate or misleading. In addition,identify source(s) of the information. ................................................................ 301

24. DOCUMENTS ON DISPLAY ................................................................................... 30225. INFORMATION ON HOLDINGS........ 304


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I. RISK FACTORS

1 RISK FACTORS RELATED TO THE DIA GROUP BUSINESS

1.1 Risks related to separation from the Carrefour group and independent

operationAs described in detail in section 18 of this Registration Document, once thedistribution of 100% of the shares of DIA to the shareholders of Carrefour,Socit Anonyme is approved by the general meeting of shareholders ofCarrefour, Socit Anonyme (scheduled for 21 June 2011) DIA will cease to be apart of the Carrefour group.

In preparation for that separation, the DIA Group is strengthening its centralstructures to cover certain functions previously performed by the Carrefourgroup.

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 tothe separation, the DIA Group and the Carrefour group have purchasedcertain products jointly, principally and basically Mass Market Products(Productos Gran Consumo, or PGC), that can be distributed withoutdistinction in all countries in which the DIA Group operates (because theyare 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 22.1below), have agreed: (a) to continue negotiating jointly through CarrefourWorld Trade S.A. (a company in the Carrefour group) for supplier brandproducts, basically Mass Market Products (PGC), on an international basisuntil 31 December 2011, maintaining the commitments undertaken by theCarrefour group with the suppliers of this kind of product; and (b) tocontinue negotiating jointly through Interdis (a company in the Carrefourgroup) for supplier brand Mass Market Products (PGC) in France until 29February 2012, maintaining the commitments undertaken by the Carrefourgroup 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 higherprices and, as a result, decreased margins, which could adversely affect thefinancial situation and operating results of the DIA Group. The Company hasestimated this risk at 24.3 million euros in 2010, had the separation occurredin that year, which would have negatively affected the "cost of sales" lineitem. This would have affected 0.6% of the sales volume of supplier brandMass Market Products (PGC) in 2010 and 0.3% of total 2010 sales. Thisimpact would amount to 0.4% of total sales in 2012 and 2013.


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Maintaining negotiating power with suppliers of own brand products: prior tothe separation, the DIA Group and the Carrefour group have negotiated

jointly in Spain and France for approximately 50% of the own brand MassMarket Products (PGC). As a result of the agreement signed on 9 May 2011for the purchase of own brand products jointly with the Carrefour group

(which is described in greater detail in section 22.1 below), the separationwill 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, thusmaintaining certain synergies for both the DIA Group and the Carrefourgroup. Had this agreement, covering approximately 50% of own brand MassMarket Products, not been signed it is estimated that DIA would haveincurred an additional expense of approximately 10 million euros in 2010 inthis category (which represents 0.6% of sales of own brand Mass MarketProducts (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 salesin 2012 and 2013 (see table 7 in section 6).

Risk deriving from the need to hire more personnel, incurring additionalcosts so that the DIA Group may function on a totally independent basis. TheCompany 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 amountwould include the additional cost resulting from the new composition of theCompany's board of directors.

Risk deriving from an increase in operating expenses as a result of, amongother things:

- Loss of negotiating power with advertising agencies and in contractingfor computer services (in particular as regards IP, insurance and use ofpayment services): to date, the DIA Group has benefited from the masteragreements signed between the Carrefour group and certain agencies forthe provision of advertising services and certain suppliers of computerservices. After the separation, the terms of these agreements willcontinue to be applicable to the DIA Group, specifically until 31December 2011. After this date, the DIA Group will independentlynegotiate the agreements with advertising agencies and/or suppliers ofcomputer services. It is possible that the DIA Group will not be able toenter into these agreements on the same advantageous terms andconditions that it has been enjoying.


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- Risk deriving from securing new insurance policies (principallyinsurance related to tangible fixed assets, and also, among other things,civil liability and transport insurance): historically, the DIA Group hasbenefited from an umbrella insurance policy of the Carrefour group tocover the principal risks deriving from its business. That policy will

remain in effect (including for the DIA Group) until 30 June 2011. Afterthe separation of the DIA Group from the Carrefour group, it is possiblethat the DIA Group will not be able to obtain and maintain insurancepolicies on the same terms it has been enjoying.

The Company has estimated this increase in operating expenses at 11 millioneuros per annum, so half of that figure would affect the profits of the currentyear.

Similarly, the Company has estimated operating expense savings in respectof the consulting services that the Carrefour group has been providing, in the

amount of approximately 39 million euros in 2010. This saving has beenestimated at approximately 22 million euros for 2011 (corresponding to halfof that financial year) and around 45 million euros for the years 2012 and2013 (by comparison with what would have been paid by the DIA Group hadit remained in the Carrefour group).

Loss of support, in the medium and long term, when entering new countriesin which the Carrefour group is present.

Risk deriving from cash management and financial debt with the Carrefourgroup: 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 iscapable of managing its cash and its financial debt in the same manner aswhen it was backed by the Carrefour group, as a result of not being able tothem with the same ease.

Risk deriving from termination of certain contracts: although the DIA Groupbelieves that the separation from the Carrefour group should not have amaterial effect on the vast majority of contracts it has signed, the possibilitythat there may be some contracts signed in the ordinary course of businessthat could contain a clause allowing the counterparty to that agreement toterminate it prematurely cannot be discarded.

By way of conclusion, the total effect of separation of DIA from the Carrefourgroup on the operating results of the DIA Group would be +11 million euros, -19million 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 beenpossible to quantify arises, that risk could have a negative impact on the DIAGroup's figures.


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1.2 Operating risks deriving from management model

The DIA Group manages retail stores directly and by way of the franchisescheme, the intention of the Group being to convert management of a significantnumber 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 operatedunder 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 contemplatedthat this figure of stores operated under the franchise scheme will reach 40% in2013. To this end, the DIA Group signs franchise agreements with third parties,covering the applicable terms and conditions in detail, because franchising incertain countries either lacks developed legal regulation, or the regulation isminimal, the result being that it is not clearly differentiated from other legalconcepts.

The operation of retail stores as franchises involves operating risks, notable

among which are:

Risks associated with the "Dia" and other Group trademarks: improperuse of the trademark for activities other than those for which the licencefor use was granted, and/or sponsorship of activities not controlled by theDIA Group.

Risks associated with commercial policy: application of a commercialpricing policy other than the one recommended by the DIA Group for itsproduct selection, distorting the Group's general price image andresulting in consumer confusion. Also, any sale of products other than

those in the DIA Group product selection, which cannot be found in itsown retail stores or other franchised stores, would generate the sameconfusion.

Risks associated with corporate image: management independent of anddifferent from that of other retail stores, company owned or franchised,not respecting the standards of DIA Group stores. Any breach could havean adverse impact on the commercial and corporate image of the DIAGroup.

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 byfranchisees.

Risks associated with non-renewal of contracts: risk that franchisees willnot be interested in renewing franchise agreements upon conclusionthereof, particularly in those countries in which a single franchiseeoperates multiple franchises of both the DIA Group and the Carrefourgroup, in particular due to the non-competition commitments that havebeen 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 ofmultiple retail stores.


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Also, there is the risk that the franchisees will form associations to be ina position to pressure the DIA Group to achieve more favourableconditions.

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 theother Group brands (for greater detail on the Group's brands, see section 11.2.1of this Registration Document), and customer loyalty are crucial to the growthand development of the business. The reputation and recognition of its brands areaffected by a series of factors, including factors that may be beyond its control,such as those related to changes in customer preferences and perception. Anevent materially damaging to the reputation or recognition of one or more of its

brands, and/or significant inability to maintain the attractiveness thereof amongits 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'soperations.

In addition, the capacity of the Group to compete successfully in its principalmarkets depends in part on its brand image. Unauthorised use of the Group'sindustrial property could damage its reputation or favour competitors. It cannotbe guaranteed that the damage caused by such unauthorised use could becompensated by any legal remedies. In addition, the Group's brands may beadversely 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 publicityrelated to the Group's business.

Also, although the Group believes that none of its products or services materiallyinfringes exclusive rights of third parties, one cannot rule out the possibility thatit may be the target of claims of third parties related to industrial and intellectualproperty. Furthermore, if such claims are successful, the capacity of the Groupto use or license products may be blocked, which could result in a loss ofintellectual or industrial property protection for the affected parts of the Group'sbusiness.

1.4 Risk of liability for defective products

The DIA Group business is exposed to the risks of civil liability inherent in themarketing of food products. Despite the fact that the DIA Group does not directlyproduce any of the products it distributes, it cannot be guaranteed that no liabilitycomplaints will be presented against the DIA Group.

The safety and quality of the products is essential to the maintenance ofconsumer confidence. A material error in the procedures for control of theintegrity 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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1.5 Risks associated with expansion

The growth strategy of the Group has been based on (i) new openings (a strategycurrently pursued by the DIA Group) and (ii) acquisition of other supermarketchains, integrating their assets into the established commercial structure, which

has allowed the Group to benefit from the synergies deriving from incorporationof new retail stores into the existing structure.

The strategy for the opening of new stores includes the opening of both ownstores (that is, stores managed by the DIA Group) and franchises. The opening ofthe former depends on multiple factors, such as identification and subsequentacquisition, construction, remodelling or lease of premises at appropriate sites,the ability to negotiate the corresponding acquisition or lease agreements onmarket terms and the existing and future level of competition in the areas wherethe retail stores are located. Investments in the opening of its own new retailstores may decrease the margins of the DIA Group until the new investments

reach maturity. Regarding stores managed under the franchise scheme, althoughinvestments in these stores are less than the investments for the opening of ownretail 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 inincreased profitability or (iii) that the growth rate will be maintained over comingyears.

In the case of new acquisitions, the Group's results will depend on its capacity tocontinue to integrate the acquired undertakings, using the necessary qualified

personnel, benefiting from the potential resulting synergies without losingoperating control. These acquisitions also require the corresponding financingfunds. It cannot be guaranteed that the cash flows generated by the Group or suchexternal financing as may be secured will be sufficient to finance its growthplans. The Group's capacity to secure outside financing at reasonable cost maydepend to a certain extent on the conditions in the financial markets, over whichthe Group has no control. For example, it cannot guarantee sufficient protectionagainst the adverse effects deriving from a possible change in interest rates. If thecash flows generated or the outside financing are not sufficient, the DIA Group'sexpansion plans could be delayed or cancelled, which could affect its marketsituation and results.

Based on all of the foregoing, it cannot be guaranteed that this growth model willgive the same results in the future as it has to date.

1.6 Risk deriving from joint venture agreements

In France (regarding Bladis S.A. (see section 22.1 for greater detail regardingthe latter)) and Turkey (regarding Diasa Dia Sabanci Supermarketleri TicaretAnonim Sirketi, through which the DIA Group engages in all of its business inTurkey), the Group has signed joint venture agreements. Such agreementsprovide for a cooperative relationship with local partners for the development of

business strategies. If there are disagreements with any partner in a givencountry, the expansion plans in that country may be affected.


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Specifically, as explained in section 22.1 below, regarding the shareholdersagreement for the Turkish company Diasa Dia Sabanci Supermarketleri TicaretAnonim Sirketi signed between DIA and a local partner, (i) either of the partiesmay, in the event of disagreement regarding certain matters of particularimportance in management of that company, initiate a process whereby DIA may

end up choosing to acquire the interest of that local partner or, alternatively, sellits interest in that company to that partner, for a market price determined byindependent experts (at the date of the Registration Document, the book value ofthe DIA Group's interest in the aforesaid Turkish company amounts toapproximately 51.8 million euros, with the current value of estimated cash flowsassociated therewith being greater than that amount); and (ii) the local partnermay maintain that the distribution of all of the capital of DIA as a dividend inkind to the shareholders of Carrefour Socit Anonyme constitutes an event oftermination 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. Anyadverse impact of an economic, political, social or other nature in either of thesetwo 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 transactionsimplies an exchange risk. In these cases the DIA Group uses a policy ofexchange 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 hedgessuch variations in exchange rates as may occur in the future.

In addition, the DIA Group is exposed to exchange rate risks related toconversion to euros of financial statements for all countries outside the euro zone(Turkey, Argentina, Brazil and China). These risks are not covered by anycurrency 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 fromconversion 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 ofcompanies or stores in Spain, France, Portugal and Turkey (for more detailedinformation see sections 5.2 and 20.1.1), is 414,435,000 euros. Goodwill isrecognised at cost, that being understood to be the excess of the cost ofcombining businesses over the interest of the controlling company in the net fair

value of the identifiable assets, liabilities and contingencies acquired. Althoughgoodwill 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 futureprojections of cash flow of the group of units generating cash at the country level.In this review assumptions are made regarding future operations, results andmarket situation, which implies the use of estimates of sales, margins, growth

percentages and discount rates. Because the assumptions are subjective, there areuncertainties, and it is possible that events may occur that could result in a need toreflect the losses in the book value of the goodwill. If this occurred it could havea 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 agreedby DIA as borrower and certain Group companies as guarantors and certainlending institutions (for more detailed information see section 10) containscertain restrictions that could limit the capacity of the Group to, among other

things, use its assets as collateral and engage in certain investments anddivestitures.

Breach of any of the obligations established in that agreement could entitlelenders to accelerate, terminate all additional financing disbursementcommitments, or exercise the guarantees established by DIA or the Groupcompanies, as applicable, to secure performance of its/their obligations underthose agreements.

Prior to signing the syndicated loan referred to above, the DIA Group obtained itsfinancing from the Carrefour group. As at 31 December 2010, the financing

extended to the DIA Group by the Carrefour group comprised approximately90% of the total financing of the Group, net financial indebtedness at that datebeing 251,611,000 euros and it being estimated that, after the loan had beensigned, that indebtedness foreseeably would reach 624,986,000 euros (for furtherinformation, 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 ensurethat it can obtain additional financing from third parties on favourable terms andconditions.

Finally, despite the fact that the DIA Group will attempt to manage its exposureto interest rate risk, it cannot be guaranteed that its future hedging willsufficiently 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. Anylabour dispute, or the impossibility of reaching an agreement in the collectivenegotiations undertaken with the representatives of the workers at a country levelcould destabilise the operations of the Group or adversely affect the profitabilityof the business.


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1.12 Risks associated with provisioning, production and distribution

The products sold by the DIA Group are manufactured or sourced principally inthe country in which the business is conducted, or the bordering countries. Thisfact implies, on the one hand, greater dependence on those suppliers and the

continuity of their businesses and, on the other hand, greater exposure to suchpolitical and economic conditions, labour disputes and disruptions and naturaldisasters as may occur in the geographical areas in which those suppliers conducttheir businesses. In addition, failure of suppliers and manufacturers in thecountries in which they operate to comply with regulations and/or their unethicalconduct from an employment point of view could have an adverse effect on theinternational image of the DIA Group.

Many of the products distributed by the DIA Group are perishables, for whichreason an inaccurate assessment of demand or the impossibility of maintainingproducts 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 anddistribution contracts (activities entirely entrusted to third parties). Anysignificant interruption in the operations of the transport network, insolvency ofthe suppliers and transporters, or termination of the aforesaid contracts couldresult in logistics problems and delays in distribution of products to the retailstores. In addition, non-compliance with tax and Social Security obligations bytransporters could result in additional costs for DIA in the form of subsidiaryliability.

The fact that providers or transporters may not make deliveries, or perform theirtasks, or that there may be a delay in their deliveries or performance of theirtasks, and any additional costs associated with such delays or failures, couldresult in the generation of additional expenses for the DIA Group and a materialadverse 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 variouslawsuits and arbitrations. As at 31 December 2010 the approximate total of suchlawsuits 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 theaforesaid 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 thebusiness it conducts. Also, for the same reason, it could be subject toadministrative or judicial proceedings that could materially affect both itsoperations and its results.

1.14 Risk associated with dividend policy

The dividend distribution policy and the amount thereof are set by the generalshareholders 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 isDIA'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, DIAcannot guarantee that it will be capable of distributing dividends to itsshareholders 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. andCarrefour Socit Anonyme after approval by the latter's general shareholdersmeeting 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 thedate of signing the corresponding sale agreement. For this purpose the methodused, among others, will be the method employing multiples of comparable listedcompanies, with no independent expert report backing it up and without the pricederiving from the forecasts set out in section 13 of this Registration Document.

1.16 No expert opinion supporting assumptions used as basis for forecasts insection 13

The prospective financial information referred to in section 13 of thisRegistration Document is not supported by any third party opinion regarding the

possibility of achieving the profits contemplated therein, or regarding theassumptions 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. (theentity through which the DIA Group operated in Greece) in July of 2010generated an extraordinary profit for the Company in an amount of 87,734,000euros. From this figure it was necessary to subtract losses of 8,393,000 eurosresulting from the business during the first semester of 2010, which results in anet 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 approximately37,553,000 euros, which represents a decrease of 70% by comparison with theafter-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 willbecome competitors, both having mutual knowledge of their respectivebusinesses.

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 andcertain kinds of stores that could directly compete with the DIA Group stores.


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2 RISK FACTORS RELATED TO THE SECTOR IN WHICH THE DIAGROUP OPERATES

2.1 Risks related to macroeconomic, demographic and political environment

The distribution sector is sensitive to changes in economic and macroeconomicconditions (levels of employment, local market conditions, the availability offinancing, the terms of leases and other operating expenses) and demographic andpolitical changes.

The economic crisis has had a negative impact particularly on the maturecountries in which the DIA Group operates: increased unemployment, decreasedconsumption, consumer confidence and disposable income, as well as thevolatility of prices of raw materials and petroleum adversely affect the sales andprofits of the DIA Group, due to the need to reposition prices and undertakeaggressive promotions. In particular, the restriction of credit directly affects

consumer demand. The reduction of demand and expenditure, and the change inhabits of consumption (increased consumption of own brand, light, and bioproducts and the like) may result in increased pressure on sales and margins ofthe DIA Group, the negative effects of which thereon may not be recoverable byway of costs adjustments.

Emerging markets are particularly susceptible to a series of risks that are lesscommon in developed economies, which could have an adverse effect on theGroup (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 hasexperienced over past financial years can be maintained in the future, particularlyif 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'sbusiness is subject to a broad range of regulations (labour, environmental, tax,data protection, retail trade, franchising, food handling and safety, competitionand other legislation) in the various jurisdictions in which it operates. Thedifferences in the regulatory requirements applicable in each jurisdiction may

present a significant challenge from an operational point of view, by requiringthat the DIA Group adjust its business to varying regulatory schemes.

In particular, the DIA Group retail stores must have certain permits issued by thecompetent authorities of each of the countries in which they conduct theirbusiness. The operations of the DIA Group also could be affected by changes inrules applicable to it, in particular by amendments of regulations of openinghours, construction and opening of new stores, establishment of prices and taxes.

Although the DIA Group believes it complies in all material respects with theregulations applicable in the jurisdictions in which it operates, it cannot

guarantee compliance with the entirety thereof in the various jurisdictions, northe successful adaptation of its business policies and practices in all


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environments. Any violation of the applicable rules could result in imposition offines, penalties, administrative sanctions, and even potential sanctions of acriminal 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 paymentcould result, among other things, in payment of default interest and claims fordamages.

In addition, due to the economic situation currently being experienced by themature countries, characterised, among other things, by increased public deficit,it is foreseeable that in the future there will be certain reforms giving rise toincreased tax pressure. In this regard, it is possible that an increase of the ValueAdded Tax in Spain (or equivalent taxes in other jurisdictions in which the DIAGroup operates) applicable to the products distributed by the DIA Group will notbe 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 DIAGroup. It is also possible that increases in other taxes to which the DIA Group issubject may increase its cost structure, or those taxes may not be offsettable bygreater 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 inthis industry may increase as a result of there being few barriers to entry. Inparticular, the discount business format in which the DIA Group's business is

conducted is subject to strong competitive pressure from large internationaldistributors. Nevertheless, particularly in the discount business format, it isimportant to note that, since it is a volume business in which the price of theproduct is a very significant component of the consumer's purchase decision, thesize of the undertakings operating in the sector is a significant factor as regardsnegotiating power with suppliers. Generally, the greater the size, the greater thenegotiating power with suppliers and, therefore, the greater the possibilities ofobtaining better purchase prices, with this having a favourable effect on thecompany's margins and, therefore, on its capacity to sell products in the market atcompetitive prices.

The DIA Group competes with multiple domestic and international distributorsof all sizes. Increased competition could force prices down and, as a result,decrease margins, which could adversely affect the financial situation andoperating results of the DIA Group. Also, increased competition could requirethat the Group change its growth strategy.

Competition is also present in the effort to secure the best retail premises and themost favourable terms for purchase and lease agreements for such premises.


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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 aproduct is a key factor in competition with rivals. The greater or lesser ability ofthe 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 toreduce its operating margins in order to limit the transfer of a price increase tothe end consumer, in order to maintain a competitive product. By contrast, if theGroup decides to transfer a price increase on to the end consumer, it may becomeless competitive, with less demand for its products and lower sales bycomparison 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 arisk in the concentration of the Group's purchases from certain suppliers of well-known brands which are difficult to substitute. For example, in Spain, theGroup's most important market, the Group's total annual purchases from its fivemost significant suppliers make up approximately 17 per cent. of its totalpurchases in that country.


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II. INFORMATION ON THE ISSUER (ANNEX I OF COMMISSIONREGULATION (EC) 809/2004 OF 29 APRIL 2004)

1. PERSONS RESPONSIBLE

1.1 Identification of the persons responsible for the Registration DocumentMr. 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 andattorney-in-fact of DISTRIBUIDORA INTERNACIONAL DEALIMENTACIN, S.A.U. ("DIA", the "Company" or the "Issuer" and,together with the companies that are a part of its group for purposes ofcommercial regulations, the "DIA Group" or the "Group"), for and on itsbehalf, under authority expressly conferred by the Company's board of directorson 25 March 2011, in exercise of the delegation conferred by decision of the soleshareholder 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 thatsuch is the case, represents for and on behalf of DIA that the informationcontained in the Registration Document is, to the best of his knowledge, inaccordance with the facts and contains no omission likely to affect its import.


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2. AUDITORS

2.1 Names and addresses of the issuers auditors for the period covered by thehistorical financial information (together with their membership in aprofessional body)

KPMG Auditores, S.L. ("KPMG"), domiciled at Paseo de la Castellana 95,Madrid, holder of tax identification number (NIF) number B-78510153 andregistered in the R.O.A.C. (Registro Oficial de Auditores de Cuentas - OfficialRegister of Auditors of Accounts) with number S0702 and in the MadridCommercial Register at Volume 11,961, Folio 90, Section 8, Sheet M-188007,entry 9, has audited the individual and consolidated financial statements of DIAcorresponding 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 theperiod covered by the historical financial information, details if material

KPMG has not resigned nor has it been removed from its position during theperiod covered by the historical financial information in this RegistrationDocument.

DIA has reappointed KPMG as the auditor of its individual financial statementsfor the 2011, 2012 and 2013 financial years. It also has appointed KPMG as theauditor of the consolidated financial statements for the same financial years.


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3. SELECTED FINANCIAL INFORMATION

3.1 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 financialstatements for the years ended December 31, 2010, 2009 and 2008, prepared inaccordance with International Financial Reporting Standards as adopted by theEuropean Union (IFRS-EU) for the sole purpose of complying with Directive2003/71/EC of the European Parliament and of the Council (ProspectusDirective) regarding the historical information to be included in the Prospectus

according to the requirements of Appendix I of Commission Regulation (EC) No809/2004 of April 29, 2004.


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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 offinancial position and ratios at December 31, 2010, 2009 and 2008:

(Thousands of euros) (*) 2010 2009 2008 Var. 10/09 Var. 09/08

Non-current assets 2,141,522 2,165,102 2,168,752 -1.1% -0.2%

Total assets 3,253,388 3,278,415 3,344,023 -0.8% -2.0%

Total assets/Total equity (times) 7.7 4.1 4.5 3.6 -0.4

ROA (1) 3.6% 3.6% 2.2% - 1.4

ROE (2) 27.7% 14.6% 10.0% 13.1 4.6

Total equity 422,489 804,863 744,710 -47.5% 8.1%

Total borrowings (3) 568,453 243,608 324,840 N/A N/A

Net financial debt (4) 251,611 (7,170) 20,161 N/A N/A

Indebtedness, % (5) 37.3% -1.0% 3.0% 38.3 -4.0

Net financial debt /EBITDA (times EBITDA) (6)

Net financial debt / adjusted EBITDA cash (timesadjusted EBITDA cash) /7)

0.56x

0.50x

-0.02x

-0.02x

0.06x

0.05x

0.59

0.52

-0.08

-0.07Solvency ratio (8) 1.15 1.33 1.29 -0.18 0.04

Operating working capital (9) (1,007,824) (954,323) (992,660) -5.6% 3.9%

Average days of inventory (10) 26 27 28 -1 -1

Average collection period (days) (11) 7 5 7 2 -2

Average supplier payment period (days) (12) 82 80 86 2 -6

Total dividends paid 532,000 75,000 70,000 N/A 7.1%

Diluted earnings per share (euros) (13) 188 191 126 -1.6% 51.6%

(*) except where indicated

(1) ROA. Return on assets: Profit for the year / total assets, calculated at each reporting date

(2) ROE. Return on equity: Profit for the year / total equity, calculated at each reporting date(3) Non-current borrowings + current borrowings(4) Non-current borrowings + current borrowingscash and cash equivalents

(5) Net financial debt / (Net financial debt + total equity)

(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 incomestatement and Other restructuring costs and income (included in "Operating expenses").

(8) Total assets / (non-current liabilities + current liabilities)

(9) Inventories + trade and other receivablestrade and other payables

(10) The average days of inventory was calculated by dividing the balance of inventories at each date by the related cost of salesand multiplying by 365.

(11) The average collection period was calculated by dividing the balance at each date of Trade and other receivables by salesand multiplying by 365.

(12) The average payment period was calculated by dividing thebalance at each date of Trade and other payables by sales andmultiplying by 365.

(13) Profit for the year att ributable to the equity holders of the parent / no. of shares

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


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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 forthe years ended December 31, 2010, 2009 and 2008:

(Thousands of euros) 2010 2009 2008 Var. 10/09 Var. 09/08

Sales of goodsEBITDA (6)

% of sales

9,588,045448,275

4.7%

9,226,629417,330

4.5%

9,239,835355,699

3.8%

3.9%7.4%

0.2

-0.1%17.3%

0.7Adjusted EBITDA cash (7) 507,102 435,212 437,444 16.5% -0.5%

% of sales 5.3% 4.7% 4.7% 0.6 -

Operating profit 138,043 175,438 143,484 -21.3% 22.3%

% of sales 1.4% 1.9% 1.6% -0.5 0.3

Profit for the year 116,894 117,786 74,518 -0.8% 58.1%

% of sales 1.2% 1.3% 0.8% -0.1 0.5

(6) EBITDA defined as Operating profit before Gains (losses) on disposals of fixed assets and Depreciation, amortizationand 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 Oth errestructuring costs and income (included in "Operating expenses").

A more detailed explanation of the items comprising the consolidated incomestatements 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 metersof 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 2009 2008 Var. 10/09 Var. 09/08

Total number of stores 6,373 6,094 5,880 4.6% 3.6%CO-CO 4,303 4,471 4,524 -3.8% -1.2%Franchises 2,070 1,623 1,356 27.5% 19.7%

Total square meters of selling space(thousand) (*)

2,647 2,551 2,425 3.8% 5.2%

CO-CO 1,983 2,050 2,013 -3.3% 1.8%Franchises 664 501 412 32.5% 21.6%

Average number of employees 45,489 46,883 46,641 -3.0% 0.5%

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


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3.2 If selected financial information for interim periods is provided, comparativedata from the same period in the prior financial year must also be provided,except that the requirement for comparative balance sheet information issatisfied by presenting the year-end balance sheet information

A limited review by KPMG was carried out on the DIA Groups selected interimfinancial information shown below for the three months ended March 31, 2011.The DIA Groups selected consolidated interim financial information for the threemonths ended March 31, 2010 was not audited or reviewed by the Companys

auditors.

Consolidated statement of financial position and ratios

(Thousands of euros) (*) 3/31/11 12/31/10 Var. 11/10

Non-current assets 2,140,158 2,141,522 -0.1%

Total assets 3,180,541 3,253,388 -2.2%

Total assets/Total equity (times) 7.5 7.7 -0.2

ROA (1) 4.4% 3.6% 0.8

ROE (2) 33.0% 27.7% 5.3

Total equity 425,077 422,489 0.6%

Total borrowings (3) 545,357 568,453 4.2%

Net financial debt (4) 373,828 251,611 48.6%

Indebtedness, % (5)Net financial debt / EBITDA (times EBITDA) (6)

46.8%0.80x

37.3%0.56x

9.50.24

Net financial debt /adjusted EBITDA cash (times adjusted EBITDAcash) (7)

0.71x 0.50x 0.21

Solvency ratio (8) 1.15 1.15 -

Operating working capital (9) (881,141) (1,007,824) 12.6%

Average days of inventory (10) 28 26 2

Average collection period (days) (11) 8 7 1

Average supplier payment period (days) (12) 80 82 -2

(*) except where indicated

(1) ROA. Return on assets: Profit for the year/ total assets, calculated at each reporting date. The figure at March 31,2011was calculated taking net profit for the last 12 months, i.e. profit for the year generated from April 1, 2010 to March 31,2011.

(2) ROE. Return on equity: Profit for the year / total equity, calculated at each reporting date. The figure at March 31, 2011was calculated taking net profit for the last 12 months.

(3) Non-current borrowings + current borrowings

(4) Non-current borrowings + current borrowingscash and cash equivalents

(5) Net financial debt / (Net financial debt + total equity)


(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 incomestatement (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.(8) Total assets / (non-current liabilities + current liabilities)

(9) Inventories + trade and other receivablestrade and other payables

(10) The average days of inventory was calculated by dividing the balance of inventories at each date by the related cost of salesand multiplying by 365 at 12/31/10 and by 90 at 3/31/11.

(11) The average collection period was calculated by dividing thebalance at each date of Trade and other receivables by salesand 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 ofsales and multiplying by 365 at 12/31/10 and by 90 at 3/31/11.


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Consolidated income statement

(Thousands of euros) 3/31/11 3/31/10 Var. 11/10

Sales of goodsEBITDA (6)% of sales

2,317,31686,501

3.7%

2,251,01167,354

3.0%

2.9%28.4%

0.7

Adjusted EBITDA cash (7) 99,037 80,355 23.2%% of sales 4.3% 3.6% 0.7

Operating profit 19,707 (4,913) N/A

% of sales 0.9% -0.2% 1.1

Profit for the year 2,822 (20,586) N/A

% of sales 0.1% -0.9% 1.0


(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 incomestatement and Other restructuring costs and income (included in "Operating expenses)

Key operating figures

3/31/11 12/31/10 Var. 11/10

Total number of stores 6,404 6,373 0.5%

CO-CO 4,292 4,303 -0.3%

Franchises 2,112 2,070 2.0%

Total square meters of selling space (thousand) (*) 2,651 2,647 0.2%

CO-CO 1,971 1,983 -0.6%

Franchises 680 664 2.4%

Average number of employees 44,911 45,489 -2.0%

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


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4. RISK FACTORS

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


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5. INFORMATION ABOUT ISSUER

5.1 History and development of the Issuer

5.1.1 Legal and business name of the Issuer

The corporate name of the Company is "DISTRIBUIDORA INTERNACIONALDE 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 atgeneral volume 2,063, folio 91, section 3, sheet M-11,719, and currently atvolume 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 DistribuidoraInternacional de Alimentacin, S.A. on 24 June 1966, by deed executed beforeMadrid 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 theaddress and telephone number of its registered office (or principal place ofbusiness if different from its registered office)

(a) 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.

(b) Legal personality

DIA is of Spanish nationality, is in the legal form of a single-shareholder publiclimited company (although it will cease to be a single-shareholder company upondistribution 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 CapitalCompanies Act, the restated text of which was approved by Royal LegislativeDecree 1/2010 of 2 July 2010, and other complementary legislation.

The fact of its being a single-shareholder company was declared by deedexecuted on 31 January 2007 before Madrid notary Mr. Jos G. de RiveraRodrguez, under number 279 in his records.

The corporate purpose of the Company is established in Article 2 of its articles ofassociation, 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:


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(a) Wholesale or retail marketing in the domestic market and abroad of

food products and any other products destined for consumption.

(b) Provision of business cooperation services of all kinds for the

marketing of telecommunications products and services, most

specifically telephony, by way of reaching appropriate agreementswith 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.

(c) 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.

(d) Engaging in the activities of travel agencies, both wholesale and retail,

including, among other things, the organisation and sale of package

tours (viajes combinados).

(e) Retail distribution of petroleum products and operation of service

stations and retail trade in fuel for sale to the public.

(f) Acquisition, holding, enjoyment, management, administration and

disposition of securities representing the capital of companies resident

in Spanish territory and abroad, by way of the correspondingorganisation of tangible and human resources.

(g) 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.

(h) Storage and warehousing of all kinds of merchandise and products,

both for the Company and for other undertakings.

2. The Company may engage in the activities constituting the corporate purpose

either directly or indirectly, by way of holding shares or interests in companieshaving 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.


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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 thecountries in which it is present and engages in business. These activities do notfall within regulated sectors, with the exception of the activities related totelecommunications and credit institutions, undertaken on a minor basis in Spain.

Identified below are the most relevant regulations applicable to the activities ofthe DIA Group in Spain (the country in which the Group has its greatest volumeof sales), and a brief summary of regulation of retail trade applicable to the Groupin the other countries in which it is present.

I. Spain

(a) Principal business

The principal business of the DIA Group consists of retail distribution by way ofopening and operating stores for self-service sales, that is, stores devoted to thesale of products for daily consumption, basically food and household items,which the customer shops for directly, it also being possible that there may bestaffed sections for personalised sales.

Regulation of retail trade

This is an activity subject to the rules applicable to domestic trade. From the pointof view of the allocation of jurisdiction between the central government and theregional governments (Comunidades Autnomas), it must be borne in mind thatall of the regional governments have assumed exclusive jurisdiction regardinginternal trade, without prejudice to the exclusive jurisdiction of the Stateregarding the regulation of the basic conditions guaranteeing equality of allSpaniards in the exercise of their rights and the performance of constitutionalduties, commercial legislation and the bases for and coordination of generalplanning for economic activities. In this regard, when analysing the legalframework applicable to the retail distribution undertaken by the DIA Group in itsvarious 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 beingno substantial differences in the legislation of the various regions that could limitthe conduct of DIA's business.

It should be noted that the regulation of the retail trade has recently undergonesubstantial amendment, as a result of the transposition into the Spanish legalsystem of Directive 2006/123/EC of the European Parliament and of the Councilof 12 December 2006 on services in the internal market (the "ServicesDirective"). At the national level, the transposition of this Directive has resultedin the adoption of Act 1/2010 of 1 March 2010 amending Retail Trade RegulationAct 7/1996 of 15 January 1996, which is of a basic nature. In turn, the various

regional governments have amended their corresponding rules regulating theretail trade, to adapt them to the requirements of the Services Directive. This new


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regulation is inspired by the principle of freedom of enterprise. Its purpose is tofacilitate the free establishment and exercise of retail distribution services, in theirvarious commercial formats, ensuring that consumer needs are appropriatelysatisfied. The Spanish commercial model is considered to be characterised by ahigh level of commercial density (stores per inhabitant). The change brought

about by the transposition of the Services Directive seeks to increase the valuegenerated by retail distribution, by deregulating the provision of services andeliminating charges on businesses.

The purpose of Retail Trade Regulation Act 7/1996 is to establish the generallegal framework for retail trade, and to regulate certain special sales andcommercial promotional activities, without prejudice to the laws issued by theregional governments in exercise of their jurisdiction in this regard. Retail trade isprofessional activity undertaken for profit consisting of offering for sale any kindof 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 otherthings, freedom of enterprise, free movement of goods, freedom of establishmentand freedom of prices.

In fact, the Act expressly provides that commercial activity is exercised under theprinciple 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, inaccordance with the provisions of article 139(2) of the Spanish Constitution,pursuant to which no authority may adopt measures that directly or indirectlyinterfere with the freedom of movement and establishment of persons and freemovement of goods throughout Spanish territory. In this regard, Act 7/1996provides that the various governmental authorities will adopt appropriatemeasures to avoid distortion of the free movement of goods.

Regarding freedom of prices, the Act indicates that the sales prices of articles arefreely determined and generally offered as provided in the legislation in defenceof free and fair competition, with the exceptions established in special laws.Notwithstanding the foregoing, the central government, after consulting with theaffected sectors, may fix prices or margins on the marketing of certain products,and submit changes therein to control or prior governmental authorisation, in thefollowing cases:

(i) in the case of basic commodities (productos de primera necesidad) orstrategic materials;

(ii) in the case of goods produced or marketed by a monopoly or by way ofgovernmental concession;

(iii) as a measure complementary to policies regulating production or subsidiesor other aid to specific undertakings or sectors; and

(iv) by way of exception, for so long as the circumstances making interventionadvisable exist, when in a given sector there is no effective competition,there are serious obstacles to the functioning of the market or there is ashortage of supply.


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As at the date of this Registration Document the Spanish government has notadopted 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 liquidationsales, provided that in these two cases it does not affect competition.

Finally, freedom of commercial establishment is recognised, indicating that thelawful use of land for the establishment of retail stores is an element of theprinciple of freedom of enterprise, and that the public authorities must protectfree business initiative in the establishment and fitting out of retail stores, withinthe framework of the provisions of the applicable legislation.

Regarding freedom of establishment, as a result of transposition of the ServicesDirective it is generally provided that the opening of retail stores will not besubject to any regime of business permits. Notwithstanding the foregoing, theregional governments may establish procedures subjecting opening of retail storesto permits when there are urgent reasons of general interest related to retaildistribution, such as protection of the general and urban environment,organisation of the territory and conservation of historic and artistic heritage, andthat urgency is sufficiently stated in the law establishing the scheme. In anyevent, 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 ofan economic nature that condition the grant of a permit on proof of the existenceof an economic need or market demand. These permits are freely transferable bythe holder, although the transfer must be notified to the granting authority, merelyfor 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 rulesregarding internal trade approved by each of the regions where the DIA Group isestablished or decides to establish its stores, together with the provisions of thebasic national rules.

Retail stores established prior to the transposition of the Services Directive musthave the corresponding business permits on the terms of the rules in effect at thetime of their establishment, later expansion, transfer and change of ownership, ifany.

Business and environmental permit regulation

All DIA Group stores engaged in self-service sales, prior to commencement ofoperations, must obtain the corresponding environmental permits (formerlybusiness permits) and start-up permits to be granted by the municipal governmentof their location. The obligation to obtain these permits results from theapplicable rules regarding local, national and regional regulation, overallintervention of environmental authorities and urban planning rules.

The former Regulation of annoying, unhealthy, harmful or hazardous activitiesapproved 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 suchregulations have been approved, the relevant rules of each regional government


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must be complied with. Breach of the obligation to obtain the correspondingbusiness or environmental permit, both for the initial business and for anypossible substantial changes therein, may result in the closing of the store inquestion.

In those cases in which a business permit is required by regional regulation, itmust be obtained prior to obtaining the corresponding municipal environmentalpermit. In any event, the provisions of regional rules regarding both retail tradeand environmental protection must be taken into account when analysing how thevarious proceedings are coordinated.

Regulation related to consumers and users and others

The retail distribution business also is subject to the regulatory provisionsprotecting consumers and users, approved both at the national level and by eachof the various regional governments within the scope of their jurisdiction.

Specifically, at the national level, the DIA Group in Spain must comply with theprovisions of the Restated Text of the General Consumer and User Protection Actand other Complementary Acts, approved by Royal Legislative Decree 1/2007 of16 November 2007, and the provisions of General Advertising Act 34/1988 of 11November 1988 and Unfair Competition Act 3/1991 of 10 January 1991, recentlyamended 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 servicesbusinesses 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 andIntervention in Credit Institutions; the First Additional Provision of Act 3/1984 of

14 April 1994, adapting Spanish legislation on credit institutions to the SecondDirective of the European Banking Coordination Community 89/646/EEC andintroducing other changes related to the European Community financial system;Royal Decree 692/1996 of 26 April 1996 implementing the legal scheme forfinancial 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 isaffected by Act 16/2009 of 13 November 2009 on Payment Services, whichtransposes into Spanish law Directive 2007/64/EEC of the Parliament and of theCouncil of 13 November 2007, regarding the same subject matter, and otherimplementing rules.


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II. Regulation of retail trade in other countries in which the DIA Group ispresent

(a) 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 regulationthereof. Among the more important principles of this regulation we would note:

(i) All information included in advertisements, labelling, packaging and in anymanner related to advertising and sale of products must be in Portuguese,including sufficient information regarding the product and the terms of itssale, and regarding the taxes applicable thereto;

(ii) There is a warranty term of 2 years from the date of delivery of the productto the consumer, and a product liability scheme;

(iii) There are rules applicable to general terms of contracting with consumers,to avoid the imposition of abusive clauses and protect the consumer fromexcessively 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 improveefficiency and simplify administrative procedures.

Currently, the aforesaid regulations consist of (i) Decree Law No. 21/2009 of 19January 2009, regarding the "scheme of business permits" necessary to operateand 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, storesnot subject to the "scheme of business permits" and warehouses, governed byDecree Law No. 48/2011 of 1 April 2011 (with some provisio

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