SUPPLEMENT DATED JUNE 06th, 2012 TO THE BASE PROSPECTUS DATED OCTOBER 28th, 2011

GROUPE AUCHAN BANQUE ACCORD €6,000,000,000 Euro Medium Term Note Programme th

This supplement dated June 06 , 2012 (the “Second Supplement”) is supplemental to, and must be read in th

conjunction with, the Base Prospectus dated October 28 , 2011 prepared in relation to the €6,000,000,000 Euro Medium Term Note Programme (the “Programme”) of Groupe Auchan S.A. and Banque Accord S.A. (hereinafter referred to as “Groupe Auchan” and “Banque Accord”, respectively, or together as the “Issuers”) th

and the first supplement dated 18 November 2011, which were approved by the Commission de Surveillance st

th

du Secteur Financier (the “CSSF”) on October 31 , 2011 and on November 18 , 2011, respectively, (together, the “Base Prospectus”) as a base prospectus for the purposes of Article 5.4 of Directive 2003/71/EC (the “Prospectus Directive”) and Article 8.4 of the Luxembourg Law on prospectuses for securities dated July th

10 , 2005 (the “Luxembourg Law”). This Second Supplement constitutes a supplement to the Base Prospectus for the purposes of article 16 of the Prospectus Directive and article 13 of the Luxembourg Law in order to: I.

update Banque Accord’s internet website address everywhere mentioned in the Base Prospectus;

II.

update of the amount of the programme limit

III.

update the section entitled “GENERAL INFORMATION”;

IV.

update subparagraphs A (“Risk factors in connection with Groupe Auchan”) and B (“Risk factors in connection with Banque Accord”) of paragraph I “RISK FACTORS RELATING TO THE ISSUERS” of the “RISK FACTORS” section in the Base Prospectus; such subparagraphs A and B can be found on page 12 of the Base Prospectus;

V.

update the financial information, as incorporated by reference in the Base Prospectus in the “DOCUMENTS INCORPORATED BY REFERENCE” section, in relation to the 2011 Financial Report of Groupe Auchan and the 2011 Annual Report of Banque Accord, both containing inter alia the annual financial statements, the consolidated income statements, the consolidated balance sheet, the consolidated statement of net cash flows and the statutory auditors’ report on the consolidated st

financial statement of the Issuers as at and for the year ended December 31 , 2011 (hereinafter referred to as the “2011 Results”); the “DOCUMENTS INCORPORATED BY REFERENCE” section can be found on pages 20 to 24 (both included) of the Base Prospectus;

VI.

update the following parts of the section entitled “DESCRIPTION AND BUSINESS OVERVIEW OF GROUPE AUCHAN AND BANQUE ACCORD” in the Base Prospectus:


th

the “SIMPLIFIED GROUP ORGANISATIONAL STRUCTURE AS OF NOVEMBER 18 , 2011” which can be found on page 63 of the Base Prospectus;




subparagraphs B (“Principal Activities”), C (“Recent events particular to Groupe Auchan”), D (“Management of Groupe Auchan”) and E (“Trend information”) of paragraph 1 “DESCRIPTION AND BUSINESS OVERVIEW OF GROUPE AUCHAN” which can be found on pages 62 to 71 of the Base Prospectus;




Subparagraphs A (“General information about Banque Accord”), C (“Recent events particular to Banque Accord”), D (“Management of Banque Accord”) and E (“Trend information”) of paragraph 2 “DESCRIPTION AND BUSINESS OVERVIEW OF BANQUE ACCORD” which can be found on page 72 to 77 of the Base Prospectus; and

VII.

update points (3), (5) and (7) of the section entitled “GENERAL INFORMATION” in the Base Prospectus. Such points can be found on pages 108 to 109 of the base Prospectus.

The Issuers accept responsibility for the information contained in this Second Supplement. The Issuers declare that, having taken all reasonable care to ensure that such is the case, the information contained in this Second Supplement is, to the best of their knowledge, in accordance with the facts and does not omit anything likely to affect the import of such information. Save as disclosed in this Second Supplement, there has been no other significant new factor, material mistake or inaccuracy relating to information included in the Base Prospectus since the publication of the Base Prospectus. To the extent that there is any inconsistency between (a) any statements in this Second Supplement and (b) any other statement in, or incorporated by reference into, the Base Prospectus, the statements in (a) above will prevail. Unless the context otherwise requires, terms defined in the Base Prospectus shall have the same meaning when used in this Second Supplement. The Second Supplement is available on (i) the website of the Issuers (www.groupeauchan.com in respect of Groupe Auchan and www.oney-banque-accord.com in respect of Banque Accord) and (ii) the website of the Luxembourg Stock Exchange (www.bourse.lu). To the extent applicable, and provided that the conditions of Article 13 paragraph 2 of the Luxembourg Law are fulfilled, investors who have already agreed to purchase or subscribe for the securities before this Second Supplement is published have the right, exercisable within a time limit of minimum two working days after the publication of this Second Prospectus, to withdraw their acceptances.

2

I.

UPDATE OF BANQUE ACCORD’S INTERNETWEBSITE ADDRESS

Everywhere mentioned in the Base Prospectus, the reference to www.banque-accord.com is cancelled and replaced by www.oney-banque-accord.com

II.

UPDATE OF THE AMOUNT OF THE PROGRAMME LIMIT

Everywhere mentioned in the Base Prospectus, the reference to the €6, 000,000,000 Euro Medium Term Note programme is cancelled and replaced by the €7,000,000,000 Euro Medium Term Note programme.

III.

UPDATE OF THE SECTION

ENTITLED “GENERAL INFORMATION” IN THE BASE

PROSPECTUS

As per the increase of the Program Limit by €1,000,000,000 up to €7,000,000,000 the financial information provided under page 6 of the Base Prospectus is updated as follows:

Programme Limit:

Up to €7,000,000,000 (or its equivalent in other currencies at the date of the issue) aggregate nominal amount of Notes outstanding at any one time. Pursuant to their corporate authorisations, the Issuers can issue Notes up to a maximum aggregate nominal amount of €7,000,000,000 (Board of Directors, authorisation dated th December 8 2011) The maximum aggregate principal amount of Notes which may be outstanding under the Programme may be increased from time to time, subject to compliance with, as the case may be, the relevant provisions of the dealer agreement or amended and restated dealer agreement signed between the Issuers and their core banking partners.

IV.

UPDATE OF PARAGRAPH 1 ENTITLED “RISK FACTORS RELATING TO THE ISSUERS” OF THE “RISK FACTORS” SECTION IN THE BASE PROSPECTUS

The subparagraphs A and B, respectively entitled “Risk factors in connection with Groupe Auchan” and “Risk factors in connection with Banque Accord” of paragraph I “RISK FACTORS RELATING TO THE ISSUERS” included on page 12 of the Base Prospectus are superseded by the following:

I.

RISK FACTORS RELATING TO THE ISSUERS

A.

Risk factors in connection with Groupe Auchan Risk factors in connection with Groupe Auchan are set out in details:


on pages 5 to 6 (see section 5 “Financial Risk Management”) and pages 56 to 65 (see notes 36 of the “Notes to the consolidated financial statements”) of the 2011 financial report; and

3




on pages 4 and 5 (“Financial Risk Management”) and pages 55 to 62 (see notes 35.2 to 35.7 of the “Notes to the consolidated financial statements”) of the 2010 financial report;




on pages 55 to 62 (see notes 35.2 to 35.7 of the note 35 “Financial Instruments” ) of the 2009 financial report

which are incorporated by reference in the Base Prospectus. There are no more recent risk factors relating to Groupe Auchan.

B.

Risk factors in connection with Banque Accord Risk factors in connection with Banque Accord are set out in details:


on pages 4 to 5 (“ Main risks to which Banque Accord is exposed”) and pages 46 to 50 (“Exposure and management of risks”) of the 2011 financial report;




on pages 8 to 9 (“Main risks to which Oney Banque Accord is subject”) and pages 46 to 52 (“see note 31 ‘’Exposure and management of risks”) of the 2010 Financial Results;




on page 29 (see point 5) and pages 60 to 64 (see note 30 “Exposure and management of risk”) of the Banque Accord Annual report 2009

which are incorporated by reference in the Base Prospectus. There are no more recent risk factors relating to Banque Accord.

V.

UPDATE OF THE FINANCIAL INFORMATION INCORPORATED BY REFERENCE IN THE BASE PROSPECTUS

The financial information provided under pages 20 to 24 (both included) of the Base Prospectus is updated as follows: “DOCUMENTS INCORPORATED BY REFERENCE This Prospectus should be read and construed in conjunction with -

the audited consolidated financial reports of Groupe Auchan and the audited consolidated st

financial reports of Banque Accord for the financial years ended on December 31 , 2011 -

the 2011 half year condensed consolidated financial reports of Groupe Auchan and the 2011 half year condensed consolidated financial reports of Banque Accord, and

-

the audited consolidated financial reports of Groupe Auchan and the audited consolidated st

financial reports of Banque Accord for the financial years ended on December 31 , 2010 st

and December 31 2009. which have previously been published and have been filed with the CSSF in Luxembourg and shall be incorporated in, and form part of, the Base Prospectus, save that any statement contained in these documents which are incorporated by reference herein shall be deemed to be modified or superseded for the purpose of the Base Prospectus to the extent that a statement contained herein modifies or supersedes such earlier statement (whether expressly, by implication or otherwise). The information incorporated by reference in the Base Prospectus shall be read in connection with the crossreference list as set out in the subsections “Cross-Reference List” as appearing hereunder. Information

4

contained in the documents incorporated by reference but not mentioned in the cross-reference list is given for information purposes only.

CROSS-REFERENCE LIST IN RESPECT OF THE FINANCIAL INFORMATION FOR THE YEAR ENDED ON st

st

DECEMBER 31 , 2011; FOR THE YEARS ENDED ON DECEMBER 31 , 2010 AND 2009 IN RESPECT OF GROUPE AUCHAN

Regulation – Annex IX in respect of Groupe Auchan

Financial report 2011

Financial Report 2010

Financial Report 2009

Risk Factors

3.1. Prominent disclosure of risk factors that may affect the Issuer’s ability to fulfil its obligations under the securities to investors

Page 56 to 65

Page 55 to page 62

Page 55 to page 62

Information about the Issuer

4.1.5. Recent events particular to the Issuer

Page 2 to 3 and page 14 (note 2)

Page 2 to page 4, page 13

Page 2 and 3 page 14 (note 2)

Financial information concerning the issuer’s assets and liabilities, financial position and profits and losses

11.1. Historical Financial Information Page 8 to page 12

Page 7 to page 11

pages 15 to 25 (Note 3)

Page 13 to page 25 (Note 3)

Page 8 to page 12; pages 14 to 25 (Note 3)

Page 75

Page 71

Page 71

Page 8

Page 7

Page 8

Page 9 to

Page 8 to page 9

Page 9

10 Cash flow statement

Page 11

Page 10

Page 11

Statement of changes in consolidated

Page 12

Page 11

Page 12

Page 15 to

Page 13 to

Page 14 to

page 25

page 25

page 25

(Note 3)

(Note 3)

(Note 3)

Page 13 to

Page 13 to

Page 14 to

74

page 70

page 36

Page 8 to

Page 7 to

Pages 8 to

page 12

page 11

12

Audited historical financial information for the latest two financial years

Audit reports for the latest two financial years

Balance sheet Income statement

equity Accounting policies

Explanatory notes

11.2. Financial Statements Own or consolidated financial statements (if both are prepared, at least the consolidated financial statements) for the latest two financial years

5

11.3. Auditing/reviewing of historical annual/half year financial information Statement indicating that the historical financial information has been audited

Page 75

Page 71

Page 71

All documents incorporated by reference in this Base Prospectus will be available on the website of the Luxembourg Stock Exchange (www.bourse.lu). The aforementioned documents incorporated by reference in this Base Prospectus and the Base Prospectus itself are available without charge on request at the registered office of Groupe Auchan and may be consulted on Groupe Auchan’s website (www.groupe-auchan.com).

6

CROSS-REFERENCE LIST IN RESPECT OF THE FINANCIAL INFORMATION FOR THE YEAR ENDED ON st

st

DECEMBER 31 , 2011; FOR THE YEARS ENDED ON DECEMBER 31 , 2010 AND 2009 IN RESPECT OF OF BANQUE ACCORD

Regarding the 2011 financial report, pages’ numbers mentioned below refer to the page’s number of the pdf version of the document available on Banque Accord’s website (www.oney-.banque-accord.com). For the avoidance of doubt, pages’ numbers do not refer to the numbers mentioned on the bottom of the pages of the 2011 financial report. Regulation – Annex XI in respect of Banque Accord

3. Risk Factors

2010 financial report

2009 financial report

Pages 8 to 9 and pages 46 to 51

Page 29; page 60 to page 64

Pages 2 to 4 and pages 15 to 16

Pages 4, 5 and 7 pages 17 to 78

Pages 27 and 28, page 36

Page 14

Page 16

Page 35

Pages 16 to 29

Page 10 to page 14

Pages 30 to 34

Page 52

Page 53 to page 57

Page 66

Balance sheet

Pages 7 to 8

Pages 10 to 11

Income statement

Pages 8 to 9

Page 12

Pages 30 and 31 Page 32

Pages 37 to 38

Page 52

Page 16 to 29

Page 18 to page 30

Pages 36 to 44

Pages 13 to 51 Page 11

Page 16 to page 52 Page 14

Pages 35 to 65 Page 34

Page 7 to page 11

Page 10 to page 14

Pages 30 to 34

3.1. Prominent disclosure of risk factors that may affect the Issuer’s ability to fulfil its obligations under the securities

2011 financial report Pages 4 to 6 and pages 46 to 50

to investors Information about

4.1.5. Recent events particular to the

the Issuer

Issuer

Organisational

6.1. Description of the group of which

Structure

the Issuer is part and of the issuer’s position within it.

11.

Financial

information

11.1 Historical Financial Information Audited historical financial information

concerning the issuer’s assets and

liabilities,

financial position

and

profits

and

losses

Audit reports Review report

Statement

of

changes

in Pages 37 to 38

consolidated equity Accounting policies

Explanatory notes Cash flow statement 11.2 Financial Statements Own or consolidated financial statements (if both are prepared, at least the consolidated financial statements) for the latest two financial years 11.3 Auditing/reviewing of historical annual/half year financial information

7

Statement indicating that the

Pages 51 to 56

Pages 53 to 57

Pages 66

historical financial information has been audited

All documents incorporated by reference in this Base Prospectus will be available on the website of the Luxembourg Stock Exchange (www.bourse.lu). The aforementioned documents incorporated by reference in this Base Prospectus and the Base Prospectus itself are available without charge on request at the registered office of Banque Accord and may be consulted on Banque Accord’s website (www.oney-banque-accord.com).

8

VI.

UPDATE OF THE SECTION ENTITLED “DESCRIPTION AND BUSINESS OVERVIEW OF GROUPE AUCHAN AND BANQUE ACCORD” IN THE BASE PROSPECTUS

1.

st

The section entitled “History and development of the Issuers which can be found , in the 1 line of the 2

nd

paragraph on page 62 of the Base Prospectus shall be amended follows: st

“As December 31 , 2011, Auchan Group employed approximately 269,000 people”.

2.

The simplified Group legal and functional structure as included on page 63 of the Base Prospectus is updated as follows:

9

SIMPLIFIED GROUP ORGANISATIONAL STRUCTURE AS OF JUNE 06th , 2012 (All percentages are relating to voting rights)

VALAUCHAN SOPANEER

VALAUCHAN

GROUPE AUCHAN

MULLIEZ FAMILY

INTERNATIONAL

Other Hypermarket Employees

Own Shares

Senior Management

Hypermarket Employees 1,44%

10,51%

0,30%

87.75 %

GROUPE AUCHAN

Hypermarket Division

100%

AUCHANHYPER

Supermarket Division

Consumer Finance Division

97,53%

I.S.M.S.

97,34% BANQUE ACCORD

Shopping Mall Division

100%

E-Commerce Division

100% AUCHAN

IMMOCHAN

E-COMMERCE

Other Activities

ALINEA 88,44%

10

CHRONODRIVE 98,63%

LITTLE EXTRA 95%

3.

Subparagraphs B (“Principal Activities”), C (“Recent events particular to Groupe Auchan”), D (“Management of Groupe Auchan”) and E (“Trend information”) of paragraph 1 “DESCRIPTION AND BUSINESS OVERVIEW OF GROUPE AUCHAN” which can be found on pages 64 to 71 of the Base Prospectus are updated as follows:

a)

The second sentence of Section a) “Hypermarket division” of Subparagraph B (“Principals Activities of Groupe Auchan”) included on pages 64 of the Prospectus is replaced by the following sentence:

“The Hypermarket activity brought together 616 stores”.

b)

Subparagraph C (“Recent events particular to Groupe Auchan”) included on page 65 of the Base Prospectus shall be replaced by the following:

“Recent events particular to Groupe Auchan are set out in details on pages 14 (“Significant events in 2011 and main changes in the consolidation scope”) of the 2011 Financial report; on page 2 (‘’Significant events in 2010 and main changes in the consolidation scope’’) and page 13 (‘’Significant events in 2010 and main changes in the consolidation scope’ (Note 2)’) of the 2010 Financial report which are incorporated by reference in this Prospectus.

Notably: -

th

Initial public offering of Sun Art Retail Group Ltd on the Hong Kong Stock exchange on July 27 , 2011 th

On July 6 , 2011 the anniversary date on which Gérard Mulliez opened the first Auchan store, an anniversary bonus corresponding to two additional days’ wages was paid to each employee”.

-

th

on October 28 , 2011 Groupe Auchan reached an agreement with its partner, Simon Property, to acquire, in 2012, the latter’s 49% stake in their jointly-owned subsidiary GCI. After approval of the Italian competition authority, the final acquisition agreement was signed on th

January 9 , 2012 on which Groupe Auchan acquired the exclusive control of GCI. -

th

In Hungary, the Group signed an agreement on December 19 , 2012 with Louis Delhaise group to acquire full ownership of 7 hypermarkets and 7 shopping malls.

4.

Paragraph 2 (“Outside Activities”), which can be found on pages 67 to 71 of the Base Prospectus is updated as follows. For any avoidance of doubt, all outside activities mentioned are those subject to changes.

DUBRULLE Christophe

Administrator

GROUPE AUCHAN SA

FRANCE

Administrator

AUCHANHYPER SA

FRANCE

Director

SUN ART RETAIL GROUP HONG KONG LTD

Chairman of the Board

SOPARCAMPO SA

SPAIN

Chairman of the board

ART RETAIL HOLDINDS

CHINE

11

Administrator

Bertrand LECLERCQ

SOPARCAMPO SA

SPAIN

Permanent Representative RT MART of MONICOLE company, INTERNATIONAL LTD Director

TAIWAN

PDG

FRANCE

E-DRIVE SA

Permanent Representative A-DRIVE SAS of E DRIVE, Présidente

FRANCE

Administrator

ISMS SA

FRANCE

Chairman of the Board

GROUPE ADEO SA

FRANCE

Administrator

GROUPE ADEO SA

FRANCE

Chairman and Administrator Chairman and Administrator Chairman and Administrator

FRANCE SAS CREHOL FRANCE SAS LEBRICO FRANCE SAS SURCREHOL

Chairman and Administrator

FRANCE SAS SURLEBRICO FRANCE

Managing Director Managing Director

SCA ACANTHE FRANCE SCA CIMOFAT

Managing Director

FRANCE SCA VALOREST

Managing Director

FRANCE SC SODEREC

Managing Director

FRANCE SC BERAF

Managing Director

FRANCE SC MELCHIOR

Managing Director

FRANCE SC GABRIEL

Managing Director SPRL BARTHY Administrator

BELGIUM FRANCE

SA AUCHAN France Administrator

FRANCE SA GROUPE AUCHAN

Administrator

FRANCE SA ISMS

Administrator

FRANCE SA AUCHANHYPER

Administrator

FRANCE SAS BOLEM

Administrator SAS MAJORELLE

12

FRANCE

Administrator

FRANCE SAS MUFIL

Administrator

FRANCE SAS FIPAR

Administrator

FRANCE SAS SURMAJORELLE

Administrator

FRANCE SAS SURFIPAR

Administrator

FRANCE SAS SURAMAC

Administrator

FRANCE SAS SURBOLEM

Administrator

FRANCE SAS SURMUFIL

Member of the supervisory Board

FRANCE SAS MOBILIS SA ENTREPRISE PROMOTION

Member of the directory

MULLIEZ Arnaud

FRANCE

Permanent representative GROUPE AUCHAN SA of AUSSPAR company, Administrator

FRANCE

Chairman of the Board

AUCHAN France SA

FRANCE

Administrator

AUCHAN France SA

FRANCE

Permanent representative TOMBLAINE of SOFINANCE company, DISTRIBUTION SA administrator

FRANCE

Permanent representative ISMS SA of AUSSPAR company, Administrator

FRANCE

Permanent representative AUCHANHYPER SA of AUSSPAR company, Administrator

FRANCE

Administrator

FONDATION BOULANGER

FRANCE

Chairman of the Board

AUCHAN E COMMERCE INTERNATIONAL SA

FRANCE

Permanent representative AUCHAN E COMMERCE of GROUPE AUCHAN France SAS company,

FRANCE

Chairman

13

MULLIEZ Louis

MULLIEZ Vianney

Managing Director

SOCIETE CIVILE IMMOB- FRANCE ALHUMA

Managing Director

BOISSE SCI

Managing Director

LE DAMIER Société civile FRANCE

Administrator

GROUPE AUCHAN SA

FRANCE

Administrator

ALCAMPO SA

SPAIN

Vice-Chairman

PAO DE ACUCAR SA

PORTUGAL

Administrator

ISMS SA

FRANCE

Administrator

AUCHANHYPER SA

FRANCE

Managing Director

SOCIETE CIVILE LOUDIE

FRANCE

Administrator

AUCHAN PORTUGAL

PORTUGAL

Administrator

CPDH

PORTUGAL

Chairman

CIMODIN SL

SPAIN

Chairman of the Board

GROUPE AUCHAN SA

FRANCE

General Director

GROUPE AUCHAN SA

FRANCE

Administrator

GROUPE AUCHAN SA

FRANCE

Administrator

E-DRIVE SA

FRANCE

Président du CA

ISMS SA

FRANCE

Administrator

ISMS SA

FRANCE

Président du CA

AUCHANHYPER SA

FRANCE

Administrator

AUCHANHYPER SA

FRANCE

Liquidator

FONCIERE DU CHATEAU ROUGE SCIM

FRANCE

FRANCE

Permanent Representative AUCHAN FINANCES SNC FRANCE of GROUPE AUCHAN, Managing Director Permanent Representative DAI GROUPE SAS of GROUPE AUCHAN, Chairman

14

FRANCE

VAN DER Muriel

5.

Permanent Representative LA CERISAY SAS of GROUPE AUCHAN, Chairman

FRANCE

Permanent Representative SODEC SAS of GROUPE AUCHAN, Chairman

FRANCE

Permanent Representative EPINOY EXPLOITATION of GROUPE AUCHAN, SAS Chairman

FRANCE

Permanent Representative TOUNIZAM SAS of GROUPE AUCHAN, Chairman

FRANCE

Permanent Representative HAKRAYE SAS of GROUPE AUCHAN, Chairman

FRANCE

Cost Controller

GIE AUCHAN INTERNATIONAL TECHNOLOGY

FRANCE

Managing Director

SOCIETE CIVILE DAMIM

FRANCE

Managing Director

SOCIETE CIVILE AGAM

FRANCE

Managing Director

VIMZ Société CIVILE

FRANCE

Managing Director

SOCIETE CIVILE ALEXAM FRANCE

WEES Administrator

GROUPE AUCHAN SA

FRANCE

Administrator

ISMS SA

FRANCE

Administrator

AUCHANHYPER SA

FRANCE

Managing Director

FIMWESS Société Civile

FRANCE

Subparagraph E (“Trend information”) included on page 71 of the Base Prospectus shall be updated as follows: st

“There has been no material adverse change in the prospect of Groupe Auchan since December 31 , 2011.

15

No trends, uncertainties, demands, commitment or events Groupe Auchan is aware of as at the date of this Prospectus are reasonably likely to have any material effect on Groupe Auchan’s prospects for the current financial year.”

6.

Paragraphs 2 “Description and Business Overview of Banque Accord”, subparagraph A “General information about Banque Accord”), C (“Recent events particular to Banque Accord”), D (“Management of Banque Accord”) and E (“Trend information”) of paragraph 2 “DESCRIPTION AND BUSINESS OVERVIEW OF BANQUE ACCORD” which can be found on pages 72 to 77 of the Base Prospectus are updated as follows:

a)

The first sentence of subparagraph A (“General information about Banque Accord”), set out on page 72 of the Base Prospectus, shall be updated as follows: Banque Accord is a French société anonyme with an issued shared capital €28 888 200,00 (divided into 1 444 410 ordinary shares of €20 each), registered with the Registre du Commerce et des Sociétés of Roubaix – Tourcoing under number 546 380 197. Its registered office is located at 40 avenue de Flandre, 59170 Croix, France (telephone number: + 33.3.28.38.58.00) and its principal place of business is located at 4/6, rue Jeanne Maillotte, 59110 La Madeleine, France (telephone number: + 33 3 28 38 58 00). Banque Accord was incorporated in France on June nd 22 , 1988 for a term expiring on 31 December 2100. Banque Accord is a subsidiary of Groupe Auchan which holds 97,33 % of its shares.

b)

Subparagraph C (“Recent events particular to Banque Accord”) set out on page 72 of the Base Prospectus is updated as follows:

“Recent events particular to Banque Accord are set out in details:

-

on page 15 (“Highlights and main changes in consolidation scope”) and on page 2 (see the section entitled “Highlights and activity of the fiscal year”) of the 2011 Financial Report; and

-

on pages 4 (‘’Highlights and activity of the Fiscal Year’’), 17 and 18 (‘’Highlights and main changes in scope’’) of the 2010 Annual Report;

which are incorporated by reference in this Base Prospectus”.

7.

Paragraph 2 (“Outside Activities”), which can be found on pages 73 to 77 of the Base Prospectus is updated as follows. For any avoidance of doubt, all outside activities mentioned are those subject to changes.

2. Outside Activities

DELOM de MEZERAC Xavier

Administrator

BANQUE ACCORD SA

FRANCE

Cost Controller

SERVICIMMOG GIE

FRANCE

16

Director

SUN ART RETAIL GROUP Ltd

HONG KONG

Director

AUCHAN CHINA HONG KONG CO LTD

HONG KONG

Member of the Supervisory Board

AUCHAN POLSKA SP ZOO

POLAND

Permanent representative of MONICOLE company,

RT MART INTERNATIONAL TAIWAN LTD

Director

FAUVET Vincent

Chairman of the Board

GESARE SA

LUXEMBOURG

Administrator

GESARE SA

LUXEMBOURG

Permanent representative of SOFINANCE SAS Groupe Auchan, CHAIRMAN

FRANCE

Permanent representative of SOFINEX SAS Groupe Auchan, CHAIRMAN

FRANCE

Chairman of the Board

AUCHAN COORDINATION SERVICES SA

BELGIUM

Administrator

AUCHAN COORDINATION SERVICES SA

BELGIUM

Permanent representative of SODIVRAC SAS Sofinex company, Managing Director

FRANCE

Managing Director

SCI DU ROY

FRANCE

Chaiman of the Board Administrator

PATINVEST

LUXEMBOURG

Chairman of the Board

LUNARD PARTICIPATIONS S.A

LUXEMBOURG

Permananet Representative of Groupe Auchan, Chairman

Auchan Finances International SAS

FRANCE

Director of the Board

Concord champion international Co LTD

CHINA

Managing Director

A-RT RETAIL HOLDING

HONG KONG

Administrator

BANQUE ACCORD SA

FRANCE

Administrator

Sport dans la ville association loi 1901

FRANCE

17

GUILLEMARD Jérôme

MATHIAS Henri

MULLIEZ Gérard

Chairman of the Board

BANQUE ACCORD SA

FRANCE

Administrator

BANQUE ACCORD SA

FRANCE

Director

ACCORD CONSULTING COMPANY CO LTD

CHINA

Director

ONEY INSURANCE LIMITED CLS SA

IRELAND

Director

ONEY LIFE LIMITED CLS SA

IRELAND

Chairman

GEFIRUS SAS

FRANCE

Administrator

GEFIRUS SAS

FRANCE

Managing Director

SCI CAMPUS EDHEC

FRANCE

Director

ONEY INSURANCE

MALTA

Director

ONEY LIFE LIMITED

MALTA

Managing Director

SCI Cadrisocha

FRANCE

Administrator

Auchan Coordination Services

BELGIUM

Director

ONEY HOLDING LIMITED

MALTA

Administrator

BANQUE ACCORD SA

FRANCE

Vice-Chairman

AUCHAN France SA

FRANCE

Administrator

AUCHAN France SA

FRANCE

Permanent Representative LITTLE EXTRA SAS of GROUPE AUCHAN, Chairman

FRANCE

Chairman of the supervisory AUCHAN MAGYAR KFT Board

HONGRIE

Administrator

BANQUE ACCORD SA

FRANCE

Managing Director

SOCIETE CIVILE PAFIL

FRANCE

Managing Director

SOCIETE CIVILE FONTAINE 2003

FRANCE

Managing Director

SOCIETE CIVILE IMMOBILIERE DULE 01

FRANCE

Managing Director

SOCIETE CIVILE AMFIL

FRANCE

Managing Director

SOCIETE CIVILE IMMOBILIERE FONTAINE

FRANCE

18

Managing Director

LE TERRAIN DU DOME FRANCE société civile

Managing Director

SOCIETE CIVILE ARFIL

FRANCE

Managing Director

SOCIETE CIVILE IMMOBILIERE DU CHATEAU DE LA FONTAINE

FRANCE

Chairman

AUSSPAR SAS

FRANCE

Managing Director

SC LES ETANGS société FRANCE civile

Managing Director

RECUEIL 2007 SCI

FRANCE

Administrator

MACO PHARMA SA

FRANCE

Member of the Supervisory MACO PRODUCTIONS Board SAS

FRANCE

Permanent Representative of AUSSPAR company, member of the Supervisory Board

VALTAO

FRANCE

Managing Director

SC LES BOIS

FRANCE

Administrator

CONSOBIS

FRANCE

Permanent Representative of AUSSPAR company, A level Administrator

ACADIE

FRANCE

Permanent representative of VAL TOP OFFICE AUSSPAR, Administrator

FRANCE

Managing Director

Etablissement L.Mulliez Lestienne SARL

FRANCE

Member of the Supervisory

VALKIA

FRANCE

Administrator

BANQUE ACCORD SA

FRANCE

Managing Director

ETIMA Société CIVILE

FRANCE

Administrator

TECHNICOLOR

FRANCE

General Director

BANQUE ACCORD SA

FRANCE

Vice -Chairman

PAO DE ACUCAR SA

PORTUGAL

Chairman of the Supervisory Board

ARMONEY GIE

FRANCE

Board

ROCHE John

VIBOUD Jean-Pierre

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8.

Representative of BANQUE ACCORD, Administrator

ACCORDFIN ESPANA SA

SPAIN

Administrator

JUMBO SARL

PORTUGAL

Administrator

NATURAL SECURITY

FRANCE

Administrator

ONEY SA

PORTUGAL

Director

ACCORD CONSULTING COMPANY CO LTD

CHINA

Chairman

NATURAL SECURITY SAS

FRANCE

Subparagraph E (“Trend information”) included on page 77 of the Base Prospectus shall be updated as follows: st

“There has been no material adverse change in the prospect of Banque Accord since December 31 , 2011.

No trends, uncertainties, demands, commitment or events Banque Accord is aware of as at the date of this Prospectus are reasonably likely to have any material effect on Banque Accord’s prospects for the current financial year.”

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VII.

UPDATE OF THE “GENERAL INFORMATION” SECTION IN THE BASE PROSPECTUS.

The third sentence of Point (2) of the “GENERAL INFORMATION” section as included on page 108 of the Base Prospectus is updated as follows:

“For this purpose, on December 8th, 2011, the Conseil d’Administration of Groupe Auchan has authorised issues of Notes under the Programme up to an outstanding maximum aggregate amount of €5,500,000,000, which authority will, unless previously cancelled, expire on December 07th, 2012 and has authorised Vianney Mulliez, Président du Conseil d’Administration to issue Notes within the limits set out by the Conseil d’Administration mentionned above.”

Point (3) of the “GENERAL INFORMATION” section as included on page 108 of the Base Prospectus is updated as follows:

“(3) There has been no significant change in the financial or trading position of the Issuers or of the Auchan st

Group since December 31 , 2011 and no material adverse change in the financial position or prospects of st

Groupe Auchan or Banque Accord or of the Auchan Group since December 31 , 2011.” Point (5)(ii) of the “GENERAL INFORMATION” section as included on page 109 of the Base Prospectus is updated as follows:

“(ii) the published annual report and consolidated accounts (in French and, where available, in English) of st

st

each of the Issuers for the two financial years ended December 31 , 2010 and December 31 , 2011;”.

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