DIA Distribuidora Internacional de Alimentacion : About DIA's Group capital structure

TO THE NATIONAL SECURITIES MARKET COMMISSION

Pursuant to article 226 of the consolidated text of the Securities Market Act and development regulation, Distribuidora Internacional de Alimentación, S.A. ("DIA" or the "Company") hereby informs about and discloses the following:

PRIVILEGED INFORMATION

Further to the communication of privileged information published by the Company on 9 November 2020 (registration number 564), DIA hereby informs and discloses to the market that, following negotiations among L1R Invest1 Holdings S.à r.l. ("L1R"), DEA Finance S.à r.l. ("DEA Finance"), DIA and its syndicated financial lenders (the "Syndicated Lenders"), DIA has reached an agreement with all of its Syndicated Lenders (the "Lock-upAgreement") which provides a path for a comprehensive recapitalisation and refinancing transaction (the "Transaction") which would provide a stable long-term capital and financial structure for the DIA group that would allow the management to focus fully on the implementation of the DIA group business plan.

The Transaction would involve the following key elements (interconditional on each other):

1. a EUR 500,000,000 equity increase at the level of DIA (the "Capital Increase") to discharge an equivalent amount of financial debt within the DIA group, and in particular:
2. 1. the debt under the EUR 200,000,000 super senior term loan facility owed by DIA Finance, S.L. to DEA Finance (the "SS Facility"); and
   2. the debt under the EUR 300,000,000 1.000% Euro Medium Term Notes maturing on 28 April 2021 (the "2021 Notes");

1. an amendment and restatement of the existing EUR 973,219,190 syndicated facilities agreement (the "SFA") to (a) extend the maturity date of facilities A-F (which amount to a total of EUR 902,426,478) (the "Senior Facilities") from 31 March 2023 to 31 December 2025, and (b) amend other terms and conditions of the SFA (as further detailed in Schedule 1);
2. an amendment of the terms and conditions of DIA's EUR 300,000,000 0.875% Euro Medium Term Notes due April 2023 (the "2023 Notes") to (a) extend their maturity date from 6 April 2023 to no earlier than 30 June 2026 and (b) increase the coupon from the date of the amendment to 5% per annum (3.25% in cash and 1.75% PIK) plus an additional increase in interest of 1% PIK in circumstances where it is applicable under the SFA (as set out below); and
3. an extension of the maturity dates of certain bilateral facilities and credit lines entered into by various DIA group companies with certain Syndicated Lenders or their affiliates (the "Bilateral Facilities").

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The effectiveness of the Transaction (and, therefore, of all items (i) to (iv) above) is subject to the fulfilment or waiver of certain conditions precedent by no later than 18 December 2020 (in some cases), 28 April 2021 (in other cases), or such other date as DIA and the agent in respect of the Senior Facilities may agree, all of it as further detailed in Schedule 2.

In the course of the negotiations of the Transaction, subject always to appropriate confidentiality measures, certain preliminary estimates of DIA's financial results for financial year 2020 have been shared certain of the Syndicated Lenders. Schedule 3hereto includes a summary of such preliminary estimates.

The recapitalisation of the DIA group, together with the discharge of the SS Facility and the 2021 Notes financial liabilities for an amount of EUR 500,000,000, as well as the extension of the maturity dates of the Senior Facilities, the 2023 Notes and the Bilateral Facilities, will materially reduce the financial indebtedness of the DIA group, eliminate refinancing risk over the medium term, ensure operational financing requirements are in place, and provide a stable long-term capital structure for DIA that will allow the management to focus fully on the implementation of the DIA group business plan.

Press release attached.

Madrid, 30 November 2020.

Distribuidora Internacional de Alimentación, S.A.

Álvaro López-Jorrín

Secretary to the Board of Directors

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Schedule 1 - Summary of amendments to the SFA

The main terms and conditions of the agreed amendment and restatement of the SFA are the following:

1. extension of the maturity date of the Senior Facilities from 31 March 2023 to 31 December 2025;
2. extension of the maturity date of the Bilateral Facilities owed by DIA or any of its affiliates to a Syndicated Lender or its affiliates to a later date that is satisfactory to the Company, and otherwise on terms and conditions materially consistent with the relevant Bilateral Facility agreement;
3. repayment of (a) up to EUR 35,000,000 of the super senior supplier commitments (the "SS Supplier Commitments") upon effectiveness of the Transaction, and (b) the rest of the SS Supplier Commitments (that is, at least EUR 35,792,712) by no later than 17 July 2022, with the amount of the repayments that each Syndicated Lender is entitled to being reduced on a euro-for-euro basis if a Bilateral Facility in respect of which it is a lender is permanently reduced and/or cancelled on or before the date on which each repayment falls due for payment;
4. increase in the total amount of the Syndicated Facilities available to be utilised by way of confirming lines or bilateral credit facilities by an amount equal to the amount by which the SS Supplier Commitments are reduced and cancelled from time to time (such increase not resulting in an increase in the total aggregate amount of the Syndicated Facilities) and conversion of certain RCF commitments into term loan commitments;
5. elimination of the annual cash sweep from a proportion of free cash flow, which would otherwise apply from the second quarter of 2022;
6. fixed amortisation of EUR 25,000,000 of the Senior Facilities on 31 March 2023 and EUR 25,000,000 on 31 March 2024 (the "Early Repayments"), with the amount of Early Repayments that each Syndicated Lender is entitled to being reduced on a euro-for-euro basis if a Bilateral Facility in respect of which it is a lender is permanently reduced and/or cancelled on or before the date on which each Early Repayment falls due for payment. Such potential reduction to the Early Repayments will not apply if the Restated EBITDA (as defined in the SFA) for the financial year ending immediately prior to the date on which that Early Repayment falls due exceeds EUR 300,000,000;
7. initial reduction of the super senior secured facilities basket (the "SS Facility Basket") from EUR 380,000,000 to EUR 75,000,000 plus any amount of the SS Supplier Commitment which has not yet been repaid by the Company (as per paragraph (iii) above);

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1. elimination of the EUR 400,000,000 additional senior and junior debt basket, which was intended for the purposes of, amongst other things, refinancing the 2021 Notes;
2. increase in the applicable margin for Syndicated Lenders under the Senior Facilities to 325 basis points per annum;
3. margin ratchet of 100 basis points per annum PIK if (a) the leverage ratio for the relevant 12 month period ending on each of 31 December 2022 and/or 30 June 2023 is greater than 3.25:1, and/or (b) the leverage ratio for each 12 month period ending on each of 31 December and 30 June thereafter is greater than 2.50:1, such increase ceasing to apply if the leverage ratio falls below the relevant threshold on any subsequent test dates;
4. obligation to deliver to the Syndicated Lenders a budget for financial years 2021 and 2022 as a condition to the completion of the Transaction, and an updated business plan (to include financial years 2023, 2024 and 2025) no later than 31 December 2022 (the "Updated Business Plan");
5. roll forward of the Company's financial covenants, based on the Updated Business Plan, with the Company's leverage covenant for financial years 2023 to 2025 being equal to or lower than the leverage covenant included for financial year 2022 in the Company's existing business plan;
6. acknowledgement that the Company's hive down obligations under the SFA have been fully satisfied and that the Company is under no further obligation to take further actions with respect to the hive down save for:
7. 1. the transfer of any asset of the Company (other than shares in any other subsidiary) which has not been transferred to DIA Retail, S.A. because of one or more of the restrictions agreed under the SFA applying, which the Company must procure to execute if and to the extent that all applicable restrictions cease to apply at any time;
   2. the transfer of the Company's shares in its Brazilian and Argentinean subsidiaries, which the Company must procure to execute if and to the extent there is a change in law or the applicable tax regime(s) that would allow the relevant shares to be transferred without any cost; and
   3. the transfer of the Company's shares in its Portuguese subsidiary, in respect of which the Company must use best endeavours to effect such transfer as soon as reasonably practicable after the relevant legal, regulatory or taxation impediment to the transfer ceases to apply; and
8. obligation to (a) submit a petition for the homologación judicial before the relevant Spanish court of an ad hoc refinancing agreement to be entered into between, among others, the Company and the Syndicated Lenders, and (b) use its

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