CARREFOUR A French limited company (société anonyme) with capital of EUR 1,698,340,000 Registered office: 33 Avenue Emile Zola, 92100 Boulogne-Billancourt Registered with the Nanterre Trade and Companies Register under no. 652 014 051 NOTICE OF MEETING Combined General Meeting (Ordinary and Extraordinary) of 18 June 2012 Shareholders are hereby informed that the Board of Directors proposes to convene a Combined General Meeting (Ordinary and Extraordinary) on Monday 18 June 2011 at 09:30, at the Carrousel du Louvre, 99 Rue de Rivoli, 75001 Paris. The General Meeting is a forum for information and dialogue. Regardless of the number of shares they may hold, it is an opportunity for shareholders to take part actively by voting on important decisions for the company. All shareholders can take part in General Meetings by attending in person, voting by post, or by appointing the Chairman of the General Meeting or any other person they may choose to vote by proxy for them. This notice of meeting contains the practical arrangements for attending this General Meeting, the agenda and the text of the resolutions that will be put to the shareholders for their approval.
1. Formalities to be completed by those wishing to attend the General Meeting Regardless of the number of shares they may hold, all shareholders may attend this General Meeting or may be represented by their spouse, civil partner, another shareholder or by any other natural or legal person. In accordance with Article R.225-85 of the French Commercial Code, shareholders will only be authorised to attend the General Meeting, vote by post or appoint a proxy if they have provided evidence of the fact that they are shareholders by registering the shares held in their name or in the name of the intermediary registered on their behalf, by 00:00 (Paris time) on the third working day prior to the General Meeting, that is, at 00:00 (Paris time) on 13 June 2012, either in the registers of registered shares held for the company by its authorised representative, CACEIS Corporate Trust, Service Assemblées Générales Centralisées, 14 Rue Rouget de Lisle, 92862 Issy-les-Moulineaux Cedex 09, or in the registers of bearer shares held by an intermediary referred to in Article L.211-3 of the French Monetary and Financial Code, holder of their share account. Registration of the shares in the register of bearer shares held by an authorised intermediary must be shown by a certificate of ownership issued by said intermediary. This certificate should be appended to the postal vote/proxy form or to the application for an admission card made out in the name of the shareholder or on behalf of the shareholder represented by the registered intermediary. A certificate will also be given to shareholders who wish to attend the General Meeting in person and who have not received their admission passes by 00:00 (Paris time) on the third working day prior to the General Meeting. 2. Terms governing participation at the General Meeting Shareholders who wish to attend the General Meeting in person should apply to do so using the single postal vote / proxy form. This form should be sent to CACEIS Corporate Trust, Service Assemblées Générales Centralisées, 14, rue Rouget de Lisle 92862 Issy-les-Moulineaux Cedex 9. They will be sent an admission card. Shareholders who wish to vote by post may request a postal vote form, in writing, from Carrefour, 33 Avenue Emile Zola (TSA 55555) 92649 Boulogne-Billancourt Cedex, or its authorised representative CACEIS Corporate Trust, Service Assemblées Générales Centralisées, 14 Rue Rouget de Lisle, 92862 Issy-les-Moulineaux Cedex 9, at least six (6) days before the date of the General Meeting. The form, duly completed and signed, should then be returned to Carrefour or the above-mentioned authorised representative, and should be received at least three (3) days before the General Meeting, that is, 15 June 2012. For holders of bearer shares, the form will only be valid if it is accompanied by the certificate of ownership issued by the authorised intermediary that holds their share account. Shareholders who wish to appoint a proxy should send the single postal vote/proxy form so that it is received by CACEIS Corporate Trust, Service Assemblées Générales Centralisées, 14, rue Rouget de Lisle 92862 Issy-les-Moulineaux Cedex 9, no later than 15 June 2012. In addition, any shareholder who has already voted by post, appointed a proxy or requested an admission card may not subsequently choose to participate in the General Meeting in another way. 2
In accordance with Article R.225-79 of the French Commercial Code, notice of the appointment or withdrawal of the appointment of a proxy may also be given in electronic form as set out below: for holders of registered shares: by sending an email with an electronic signature, which they should obtain from a third party authentication body authorised under the applicable statutory and regulatory conditions, to the following email address: ct-mandataires-assemblees-carrefour@caceis.com, giving their last name, first name, address and their CACEIS Corporate Trust login code for holders of directly registered shares (this is located in the top left-hand corner of their share account statements) or their login code with their financial intermediary for holders of intermediary registered shares, and the last name, first name and address of the proxy appointed or whose appointment has been withdrawn; for holders of bearer shares: by sending an email with an electronic signature, which they should obtain from a third party authentication body authorised under the applicable statutory and regulatory conditions, to the following email address: ct-mandataires-assemblees-carrefour@caceis.com, giving their last name, first name, address and their full bank details as well as the last name, first name and address of the proxy appointed or whose appointment has been withdrawn, then by asking the financial intermediary that manages their securities account to send written confirmation (by post) to the following address: CACEIS Corporate Trust, Service Assemblées Générales Centralisées, 14 Rue Rouget de Lisle, 92862 Issy-les-Moulineaux Cedex 9 (or by fax to the following number: 01 49 08 05 82). To be valid, documents giving notice of the appointment or withdrawal of appointment of a proxy, that are duly signed and completed, must be received no later than three days before the date the General Meeting is to be held, that is, by 15 June 2012. Furthermore, only notices of the appointment or withdrawal of an appointment of a proxy may be sent to the above-mentioned email address. No other request or notice relating to another subject will be valid and/or processed. For this General Meeting, no provision has been made for votes to be cast electronically; accordingly, none of the websites referred to in Article R. 225-61 of the French Commercial Code will be available for this purpose. 3. Written questions from shareholders Written questions should be sent to the registered office, marked for the attention of the Chairman of the Board of Directors, by recorded delivery letter with advice of receipt, no later than the fourth business day before the General Meeting, that is, 14 June 2012. Shareholders should enclose a certificate showing that their shares have been duly registered. 4. Right to receive information The documents and information provided for in Article R.225-73-1 of the French Commercial Code may be viewed on the company s website, at www.carrefour.com, until twenty one days before the General Meeting, that is 25 May 2012, and will be available at the registered office whose address is given above. 3
This General Meeting has been convened to deliberate on the following agenda: AGENDA Meeting as an Ordinary General Meeting Reports by the Board of Directors and the statutory auditors, Approval of company and consolidated financial statements for 2011, Agreements referred to in Articles L.225-38 and L.225-42-1 of the French Commercial Code, Appropriation of income; setting the dividend, Option for the payment of a dividend in the form of shares, Renewal of the terms of office of directors, Appointment of new directors in addition to those in office, Authorisation for the Board of Directors to trade in the company s shares in accordance with Article L.225-209 of the French Commercial Code, Meeting as an Extraordinary General Meeting Reports by the Board of Directors and the statutory auditors, Authorisation for the Board of Directors to reduce the capital by cancelling shares, Authorisation of the Board of Directors to grant options for the subscription to shares in the Company, reserved to personnel or the officers of the Company and its subsidiaries; Authorisation of the Board of Directors to grant free share allocations, which may or may not be linked to performance, for the benefit of personnel or the corporate officers of the Company and its subsidiaries, Authorisation for the Board of Directors to increase the share capital in favour of the employees of the Carrefour Group. 4
BRIEF SUMMARY OF THE COMPANY S POSITION DURING THE YEAR UNDER REVIEW I. BUSINESS ACTIVITIES AND FINANCIAL RESULTS Carrefour acts as a holding company and manages holdings in France and abroad. Other operating income amounted to EUR 501 million and corresponded mainly to intra-group crosscharging transactions. Financial income fell from EUR 1,779 million in 2010 to EUR 427 million in 2011. This reduction of EUR 1,352 million was due to: - an increase in dividends paid by subsidiaries: EUR 988 million, - an increase in net allocations to provisions for holdings: EUR 2,023 million. This change is essentially due to the recognition of a provision for the depreciation of shares in Carrefour Italy, of EUR 1,618 million, - the increase in net charges on own shares held in Carrefour: EUR 212 million; - an increase in other interest expenses, mainly due to the cost of debt, of EUR 71 million, and a non-recurring merger surplus, recognised in 2010, in the amount of EUR 34 million. Extraordinary income resulted in a loss of EUR 1,778 million. It consisted of: - depreciation of the deficit from the merger of Carrefour Promodès, allocated to the Dia business, whose shares were distributed in the form of a dividend in kind: EUR 1,318 million, - net allocations to provisions for contingencies and the amortisation of intangible assets, of EUR 396 million, - other items accounting for losses of EUR 64 million. Net income resulted in a loss of EUR 1,076,865,615.88. II. HOLDINGS There were the following significant changes in 2011: - The acquisition of Dia shares from Norfin Holder, for a total of EUR 2,310 million. On 5 July 2011, the Dia shares were distributed in the form of a dividend in kind. The Dia shares relating to the treasury shares (i.e. the value of EUR 26 million), which were not distributed, were sold on the market in July, for an average of 3.39 per share. - increase in the capital of Brepa: EUR 9 million, - Carrefour Service Stations shares received in exchange for a contribution of business assets of EUR 6 million, - partial disposal of Erteco securities (gross value: EUR 88 million), - shares received from Finifac(gross value: EUR 18 million), following the merger of Sofinedis into Finifac. 5
III. APPROPRIATION OF INCOME We propose that the income for the financial year: Loss for the year EUR - 1,076,865,615.88 Prior retained earnings EUR 34,823,900.16 Other reserves EUR 1,844,220,928.03 ---------------------- Total EUR 802,179,212.31 should be appropriated and allocated as follows: Distribution of dividend EUR 363,367,922.32 Other reserves EUR 438,811,289.99 The amount of the retained earnings after appropriation of the income for 2010 has been increased by unpaid 2010 dividends on treasury stock. The amount of the dividend of EUR 363,367,922.32, which represents a dividend of EUR 0.52 per share before social security contributions, constitutes income that is eligible for the 40% allowance under Article 158-3-2 of the French Tax Code, under the statutory conditions and limits and subject to the responsibility of the shareholders, subject to the choice by the shareholders of the standard deduction at source. This amount of EUR 363,367,922.32 is a theoretical maximum dividend because it has been calculated by taking into account the maximum number of new Carrefour shares likely to be issued during the subsidiary public exchange offering which the Company has made on the shares of Guyenne & Gascogne, i.e. 19,448,466 Carrefour shares. The amount of retained earnings after appropriation of the 2011 results will be augmented by the unpaid 2011 dividends if the number of Carrefour shares created is less than the number of shares likely to be issued, as mentioned above. The dividend will be paid on 27 July 2012. The Board will also propose to the General Meeting that all shareholders be offered the possibility of receiving payment of the net dividend to which they are entitled on the basis of their shareholdings, in the form of new shares in the Company. The shareholders can exercise this option between 4-18 July 2012. 6
IV. CHANGES IN CAPITAL Repurchase of shares The General Meeting held on 21 June 2011, voting in accordance with Article L.225-209 of the French Commercial Code, the General Regulations of the French Financial Markets Authority (AMF) and the European Commission s Regulation no. 2273/2003 of 22 December 2003, authorised the Board of Directors to purchase the company s shares in order to allow it to use the possibilities of trading in treasury stock in order, in particular, to: stimulate the market in Carrefour shares through the intermediary of an investment service provider by means of a liquidity agreement, in accordance with the code of practice recognised by the French Financial Markets Authority, fulfil the call options awarded to employees or executives of the Carrefour Group under schemes implemented within the scope of Articles L. 225-177 et seq. of the French Commercial Code, award free shares within the scope of Articles L. 225-197-1 et seq. of the French Commercial Code, deliver or exchange securities when the rights attached to negotiable securities giving access to the company s equity or within the scope of acquisitions are exercised, cancel them. For each of the pursued aims, the number of securities purchased was as follows: 1. Liquidity agreement In 2011, the Company did not carry out any sales or purchases under a liquidity agreement. 2. Hedging of share purchase option plans and free share allocations As part of the hedging of share purchase option plans and free share allocations decided by the Executive Board and the Board of Directors, Carrefour completed the following transactions: on 24 June 2011, the purchase of 500,898 shares at a unit price of EUR 26.79, i.e. EUR 13,421,311.46 on 27 June 2011, the purchase of 507,143 shares at a unit price of EUR 26.48, i.e. EUR 13,428,132.35, on 28 June 2011, the purchase of 493,800 shares at the unit price of EUR 27.18, i.e. EUR 13,420,842.06, on 29 June 2011, the purchase of 481,200 shares at a unit price of EUR 27.89, i.e. EUR 13,418,406.36, on 30 June 2011, the purchase of 481,700 shares at a unit price of EUR 27.88, i.e. EUR 13,431,674.63, on 1 July 2011, the purchase of 475,850 shares at a unit price of EUR 28.21, i.e. EUR 13,421,587.18, on 4 July 2011, the purchase of 480,517 shares at a unit price of EUR 27.91, i.e. EUR 13,409,403.51. 7
With regard to the share purchase options, Carrefour completed the following transactions: on 24 June 2011, the purchase of 207,804 call options, exercisable on 19 April 2012, at EUR 40.81, at a unit price of EUR 0.21, i.e. EUR 43,534.97, on 24 June 2011 the purchase of 347,135 call options exercisable on 25 April 2013 at EUR 43.91, at a unit price of EUR 0.49, i.e. EUR 170,096.09, on 24 June 2011 the purchase of 90,093 call options exercisable on 16 July 2017 at EUR 34.21, at a unit price of EUR 3.41, i.e. EUR 307,720.54, on 27 June 2011 the purchase of 207,804 call options exercisable on 19 April 2012 at EUR 40.81, at a unit price of EUR 0.19, i.e. EUR 39,628.26, on 27 June 2011 the purchase of 347,135 call options exercisable on 25 April 2013 at EUR 43.91, at a unit price of EUR 0.48, i.e. EUR 166,624.74, on 27 June 2011 the purchase of 90,093 call options exercisable on 16 July 2017 at EUR 34.21, at a unit price of EUR 3.23, i.e. EUR 291,161.51, on 28 June 2011 the purchase of 207,804 call options exercisable on 19 April 2012 at EUR 40.81, at a unit price of EUR 0.29, i.e. EUR 60,263.16, on 28 June 2011 the purchase of 347,135 call options exercisable on 25 April 2013 at EUR 43.91, at a unit price of EUR 0.62, i.e. EUR 215,223.70, on 28 June 2011 the purchase of 90,093 call options exercisable on 16 July 2017 at EUR 34.21, at a unit price of EUR 4.12, i.e. EUR 371,183.16, on 26 July 2011 the purchase of 4,039,663 call options exercisable on 19 April 2012 at EUR 35.78, at a unit price of EUR 0.11, i.e. EUR 460,925.55, on 26 July 2011 the purchase of 6,748,218 call options exercisable on 25 April 2013 at EUR 38.50, at a unit price of EUR 0.32, i.e. EUR 2,133,111.71, on 26 July 2011 the purchase of 1,751,380 call options exercisable on 13 July 2017 at EUR 29.91, at a unit price of EUR 2.37, i.e. EUR 4,158,651.81, on 26 July 2011 the sale of 668,040 call options exercisable on 19 April 2012 at EUR 40.81, at a unit price of EUR 0.04, i.e. EUR 26,721.60, on 26 July 2011 the sale of 3,081,464 call options exercisable on 19 April 2012 at EUR 40.81, at a unit price of EUR 0.04, i.e. EUR 123,258.56, on 26 July 2011 the sale of 694,270 call options exercisable on 25 April 2013 at EUR 43.91, at a unit price of EUR 0.16, i.e. 111,083.20, on 26 July 2011 the sale of 90,093 call options exercisable on 17 July 2017 at EUR 34.21, at a unit price of EUR 2.58, i.e. EUR 232,439.94, on 26 July 2011 the sale of 415,608 call options exercisable on 19 April 2012 at EUR 40.81, at a unit price of EUR 0.0287, i.e. EUR 11,927.95, on 26 July 2011 the sale of 6,263,511 call options exercisable on 25 April 2013 at EUR 43.91, at a unit price of EUR 0.2144, i.e. EUR 1,342,896.76, on 26 July 2011 the sale of 1,715,676 call options exercisable on 13 July 2017 at EUR 34.21, at a unit price of EUR 2.2744, i.e. EUR 3,902,133.49 Furthermore, under the forward purchase contract set up on 15 June 2009, Carrefour contributed a further 2,196,200 shares. In return, the share purchase price fell from EUR 28,725 to EUR 25,184 per share. Under its forward share purchase plan, Carrefour acquired 106,646 shares at a unit price of EUR 25,184 on 1 August 2011, i.e. a total price of EUR 2,685,787.50. 3. Cancellation The Company did not cancel any shares in 2011. The Company held 5,598,650 treasury shares at the end of the financial year (i.e. 0.82% of the capital). 8
Allocations of options and shares for 2011 Carrefour involves the Group s executives and managers in its development by offering them share subscription and/or purchase options, as well as free shares in the company issued in accordance with Articles L 225-177 to L 225-184 and L 225-197-1 et seq. of the French Commercial Code and pursuant to of authorisations granted by the Extraordinary General Meeting. The number of shares acquired by the beneficiaries of the awarding of free shares decided by the Executive Board and/or the Board of Directors amounted to 237,093 shares for 2011. At its meeting on 31 May 2011, the Board of Directors used the authorisation granted at the General Meeting of 4 May 2010 and decided to introduce schemes to award free shares with the following features: - Free share allocation scheme to award 14,000 shares, - Condition relating to service [within the company]: two years as from 31 May 2011 (date of award) until and including 30 May 2013, - Lock-in period: two years, - Conditions of exercise: the dismissal or the resignation of the beneficiary will mean that shares that had not been acquired prior to an employee s departure from the Group will be null and void, unless Carrefour s Board of Directors decides otherwise. Employee shareholding Through the Group Savings Plan, the Group s employees held 1.22% of the Company s capital at year-end. Transactions by managers involving the company s securities In accordance with Article 223-26 of the General Regulations of the French Financial Markets Authority, we hereby inform you that in connection with the transactions carried out in 2011 by the individuals referred to in Article 621-18-2 of the French Monetary and Financial Code, 152,000 shares in the Company were acquired, and no shares were sold during the course of the year. V. RECENT DEVELOPMENTS The prospects for the first few months of the current year, and the business activity and results of the entire company, its subsidiaries and the companies it controls, are described by business line in the report on group management. 9
PRESENTATION OF RESOLUTIONS The General Meeting of 18 June 2012 will be called on to vote on ordinary resolutions, for which an ordinary majority is required (more than half the votes), and extraordinary resolutions, for which a larger majority is required (more than two-thirds of the votes). Ordinary resolutions You will be asked to vote on the following ordinary resolutions: - approval of company and consolidated financial statements for 2011 (Resolutions 1 and 2), - approval of agreements called regulated agreements, as they are entered into directly between the company and one of its directors, (Resolutions nos. 3 and 4), - appropriation of income and distribution of a dividend of EUR 0.52 per share to be paid on 27 July 2012 (Resolution no. 5). The General Meeting will also be asked to offer each shareholder the possibility of opting for payment of the net dividend in the form of new shares in the Company (the subject of Resolution 5 below), a dividend to which they are entitled through the shares they hold (Resolution 6). Also within the scope of ordinary resolutions, you will be asked to renew the directors terms of office that are about to expire (Resolutions nos. 7 and 8) and to appoint new directors to join those currently in office (Resolutions nos. 9-12). With the aim of renewing its members, your Board proposes the appointment of three new directors: Mrs Diane Labruyère and Monsieur Bertrand de Montesquiou (both food retail professionals) and Mr Georges Ralli. The Board of Directors has evaluated the situation of each proposed director according to the independence requirements stipulated in the AFEP-MEDEF Code. It considers that with regard to these criteria, the status of Mrs Diane Labruyère as an independent director raises no difficulties. The Board does not consider that Mr Georges Ralli's association with Banque Lazard constitutes an obstacle to his status as independent director, as he works mainly in the field of asset management and private banking. Mr Bertrand de Montesquiou is currently the Chairman of Guyenne & Gascogne, a company in which Carrefour has no participating interest. On conclusion of the public offering initiated by Carrefour on the shares of Guyenne & Gascogne, if that offering is successful, Mr Bertrand de Montesquiou will no longer have any reason to remain a corporate officer of that company. Moreover, Monsieur Bertrand de Montesquiou is an officer of two other companies, Sogara and Centros Comerciales Carrefour, both of which are subsidiaries of both Carrefour and Guyenne & Gascogne. The Board notes that Mr Bertrand de Montesquiou carries out these offices as the representative designated by Guyenne & Gascogne, and therefore the existence of these positions does not undermine his independence with regard to Carrefour or its management. Similarly, and also with the aim of renewing its members, your Board has decided, in agreement with Mr René Abate, a member of Carrefour s executive body since 2005, that his term of office will not be renewed and will expire on the date of this Meeting. 10
Lastly, you will also be asked to authorise the Board of Directors to trade in the company s shares in order, in particular, to stimulate the market for the Carrefour share through the intermediary of an investment service provider or to award share call options and award free shares under conditions, in particular, relating to performance and to deliver or exchange securities when the rights attached to negotiable securities giving access to the company s equity or within the scope of acquisitions are exercised (Resolution no. 13, an ordinary resolution). Extraordinary resolutions By way of extraordinary resolutions, you will be asked to: - authorise the Board of Directors to reduce the share capital, in order to be able to cancel the treasury stock held by the company when so required (Resolution no. 14), - authorise the Board to grant subscription options for shares in the Company to personnel or officers of the Company and its subsidiaries, and the effect of exercising the permitted options will not be able to increase the Company's capital by more than 0.5% when the option is granted (Resolution 15). The Board has decided that the exercise of these options will be subject to fulfilling performance conditions, namely that the like-for-like turnover for 2012 and 2013 amounts, respectively, to at least 98% of the like-for-like turnover budgeted for those years, and that at least 85% of the current operating profit targets budgeted for 2012 and 2013 are achieved, or, alternatively, that the turnover and current operating profit achieved during the same years increases by 3% and 10% respectively, compared to the preceding year. The Board considers that these performance conditions are critical, considering that, looking at the past three years, the above targets were only met on one occasion (in 2010), and the targets set in relation to the alternative condition have never been reached during that period. - authorise the Board to grant free share allocations, which may or may not be linked to performance conditions, for the benefit of personnel or officers of the Company and its subsidiaries (Resolution 15). The free share allocations will be subject to the following performance conditions: 50% of the shares will be acquired if the LFL turnover for 2012 reaches at least 98% of the budgeted LFL turnover figure, and if at least 85% of the current operating profit targets for 2012 are achieved, or alternatively, that the turnover and current operating profit achieved in 2012 has increased by 3% and 10% respectively, compared to the preceding year. 50% of the shares will be acquired if the LFL turnover for 2013 reaches at least 98% of the budgeted LFL turnover figure, and if at least 85% of the current operating profit targets for 2013 are achieved, or alternatively, that the turnover and current operating profit achieved in 2013 increases by 3% and 10% respectively, compared to the preceding year. - lastly, at the same time as the authorisation referred to in Resolution 16, and in accordance with the statutory provisions, you will be asked to authorise the Board of Directors to increase the share capital in favour of the employees of the Carrefour Group (Resolution 17). 11
PROPOSED RESOLUTIONS Ordinary Resolutions RESOLUTION NO. 1 (Approval of company financial statements) The General Meeting, voting as an Ordinary General Meeting, after reviewing the reports by the Board of Directors and the statutory auditors, approves the consolidated financial statements for 2011, as submitted, with all the transactions they reflect or that are referred to in these reports. It discharges the Board of Directors from all liability for its management of the Company during 2011. RESOLUTION NO. 2 (Approval of consolidated financial statements) The General Meeting, voting as an Ordinary General Meeting, after reviewing the reports by the Board of Directors and the statutory auditors, approves the consolidated financial statements for 2011, as submitted, with all the transactions they reflect or that are referred to in these reports. RESOLUTION NO. 3 (Approval in accordance with Article L.225-38 of the French Commercial Code) The General Meeting, voting as an Ordinary General Meeting, having reviewed the statutory auditors special report on the regulated agreements referred to in Article L.225-38 et seq. of the French Commercial Code, approves the agreements entered into in 2011 and 2012. RESOLUTION NO. 4 (Approval in application of Article L. 225-42-1 of the Commercial Code) The General Meeting, voting as an Ordinary General Meeting, having read the auditors' special report on the regulated agreements governed by Articles L.225-38 et seq. of the French Commercial Code, approves, in application of Article L.225-42-1 of that Code, the Board's decisions with regard to Mr. Georges Plassat, Chief Executive, in the event of his removal from office. 12
RESOLUTION NO. 5 (Appropriation of income Setting the dividend) The General Meeting, voting as an Ordinary General Meeting, approves the proposal by the Board of Directors and decides to appropriate the loss for 2011 as follows: Loss for the year EUR - 1,076,865,615.88 Previous retained earnings EUR 34,823,900.16 Other reserves EUR 1,844,220,928.03 ---------------------- Total EUR 802,179,212.31 Appropriation: Distribution of dividend EUR 363,367,922.32 Other reserves EUR 438,811,289.99 The amount of the retained earnings after the appropriation of income for 2010 has been increased by unpaid 2010 dividends for treasury stock. The amount of the dividend of EUR 363,367,922.32, which represents a dividend of EUR 0.52 per share before social security contributions, constitutes income that is eligible for the 40% allowance referred to in Article 158-3-2 of the French Tax Code, under the statutory conditions and limits subject to the responsibility of the shareholders, subject to the shareholders opting for the standard deduction at source. The General Meeting acknowledges that this amount of EUR 363,367,922.32 is a theoretical maximum dividend because it has been calculated by taking into account the maximum number of new Carrefour shares which may be issued in connection with the subsidiary public exchange offering initiated by the Company on the shares of Guyenne & Gascogne, i.e. 19,448,466 Carrefour shares. The General Meeting acknowledges that the amount of retained earnings after appropriation of the 2011 result will be increased by the unpaid 2011 dividends, if the number of Carrefour shares created is less than the number of shares which can be issued as above. The dividend will be paid on 27 July 2012. The General Meeting notes that the Board of Directors has reminded it that the dividends distributed for the three previous years and the income eligible for the allowance referred to in Article 158.3-2 of the French Tax Code, per share, were as follows: Year Dividend distributed Income eligible for the allowance referred to in Article 158.3-2 of the French Tax Code. 2008 EUR 1.08 EUR 1.08 2009 EUR 1.08 EUR 1.08 2010 EUR 1.08 EUR 1.08 13
RESOLUTION NO. 6 (Option for the payment of dividends in the form of shares) The General Meeting, voting as an ordinary meeting, after reviewing the Board of Directors report, and in accordance with Article 26 of the Articles of Association, finding that the capital is fully paidup, decides to offer all shareholders the possibility of opting for payment of the net dividend (referred to in Resolution 5 above, to which they are entitled on the basis of their shareholdings) in the form of new shares in the Company. If this option is exercised, the new shares will be issued at a price equivalent to 95% of the average of the opening prices quoted on the regulated market of Euronext Paris, during the 20 stock exchange sessions preceding the date of this Meeting, reduced by the net amount of the dividend under Resolution 5, and rounded up to the nearest eurocent. The shares thus issued will carry dividend rights from 1 January 2012, and will rank pari passu with the other shares in the Company's share capital. Shareholders can decide to opt for payment of the dividend in cash, or in new shares, between 4 July 2012 and 18 July 2012 inclusive, by sending their requests to the financial intermediary authorised to pay out the dividend. Alternatively, those shareholders listed in the registered accounts kept by the Company can send a request to the agent, CACEIS Corporate Trust 14, rue Rouget de Lisle 92862 Issy-les-Moulineaux Cedex 09. For shareholders who have not exercised their options by 18 July 2012, the dividend will be paid in cash only. For shareholders who have not opted for payment in shares, the dividend will be paid in cash on 27 July 2012, after the option period has expired. Those shareholders who have decided to receive payment in shares will receive them with effect from the same date. If the sum of the dividends for which the option is exercised does not correspond to a whole number of shares, the shareholder may receive the higher number by paying the difference in cash on the day on which the option is exercised, or alternatively may receive the lower number, together with a cash balance. The General Meeting gives full powers to the Board of Directors, with the right of sub-delegation to the Chairman of the Board under the conditions stipulated by law, to execute the payment of dividends in new shares, to stipulate the terms of application and implementation, to record the number of new shares issued under this Resolution, to make any necessary changes to the share capital and the number of shares it contains, and, more generally, to do whatever may be appropriate or necessary. RESOLUTION NO. 7 (Renewal of a director's term of office) The General Meeting, voting as an Ordinary General Meeting, renews the term of office of Mrs Mathilde Lemoine, for a term of three years, that is, until the General Meeting called to vote on the financial statements for the financial year ending on 31 December 2014. RESOLUTION NO. 8 (Renewal of a director's term of office) The General Meeting, voting as an Ordinary General Meeting, renews the term of office of Mr Nicolas Bazire as a director, for a term of three years, that is, until the General Meeting called to vote on the financial statements for the financial year ending on 31 December 2014. 14
RESOLUTION NO. 9 (Appointment of a director) The General Meeting, voting as an Ordinary General Meeting, acknowledges that the term of office of the director Mr Lars Olofsson, which has now expired, has not been renewed. With effect from today, Mr Georges Plassat is appointed as a director of the Company for a term of three years, until the General Meeting called to vote on the financial statements for the financial year ending on 31 December 2014. RESOLUTION NO. 10 (Appointment of a director) The General Meeting, voting as an Ordinary General Meeting, appoints Mrs Diane Labruyère as a director of the Company with effect from today, for a term of three years, that is, until the General Meeting called to vote on the financial statements for the financial year ending on 31 December 2014. RESOLUTION NO. 11 (Appointment of a director) The General Meeting, voting as an Ordinary General Meeting, appoints Mr Bertrand de Montesquiou as a director of the Company with effect from today, for a term of three years, that is, until the General Meeting called to vote on the financial statements for the financial year ending on 31 December 2014. RESOLUTION NO. 12 (Appointment of a director) The General Meeting, voting as an Ordinary General Meeting, appoints Mr Georges Ralli as a director of the Company with effect from today, for a term of three years, that is, until the General Meeting called to vote on the financial statements for the financial year ending on 31 December 2014. RESOLUTION NO. 13 (Authorisation of the Board of Directors to trade in the company s shares) The General Meeting, voting as an Ordinary General Meeting, having taking note of the Board of Directors report, in accordance with Article L.225-209 of the French Commercial Code, the General Regulations of the French Financial Markets Authority and the European Commission's Regulation no. 2273/2003 of 22 December 2003, authorises the Board of Directors, with the right to sub-delegate, to purchase the company s shares under the conditions set out below. The maximum purchase price per share is set at EUR 35 and the maximum number of shares that may be acquired is 65 million (that is, almost 10% of the capital on the basis of the capital as at 31 December 2011). The total maximum amount that the company may use to buy back its treasury stock may not exceed EUR 2,275,000,000. In the event of an operation involving the capital, in particular by incorporating reserves and awarding free shares, or splitting or reverse-splitting shares, the above-mentioned number of shares and prices will be adjusted accordingly. 15
In accordance with the above-mentioned laws and regulations, and the practices authorised by the French Financial Markets Authority, the purpose of this authorisation is to allow the company to use the possibilities of buying and selling its treasury stock in order to: * stimulate the market for Carrefour shares through the intermediary of an investment service provider, by means of a liquidity agreement in accordance with the code of conduct recognised by the French Financial Markets Authority, * fulfil call options awarded to employees or executives of the Carrefour Group under schemes introduced in accordance with Articles L.225-179 et seq. of the French Commercial Code, * award free shares in accordance with Articles L. 225-197-1 et seq. of the French Commercial Code, * deliver or exchange securities when the rights attached to negotiable securities giving access to the company s equity or within the scope of acquisitions, mergers, spin-offs or contributions are exercised, * cancel them, subject to the adoption by the General Meeting of Resolution no. 14, under the terms set forth therein or an authorisation of the same kind. The General Meeting decides that (i) shares may be purchased, sold or transferred and paid for by any means, on one or more occasions, on the market or over the counter, including by using option mechanisms or derivatives in particular the purchase of call options - or securities with attached warrants on the company's shares, under the conditions laid down by market authorities and that (ii) the maximum share of the capital that may be transferred in the form of blocks of securities may amount to the whole share buyback programme. The General Meeting decides that, in the event of a public offering for the shares, securities or negotiable securities issued by the company, or initiated by the company, the company may not use this authorisation or continue its share buyback programme. The General Meeting gives full powers to the Board of Directors, with the right to sub-delegate, under the conditions laid down by law and in the company s Articles of Association, to decide to use this authorisation, place orders on the stock market, enter into agreements, carry out all formalities and submit all declarations (in particular, in accordance with the applicable regulations with the French Financial Markets Authority) and, more generally, do whatever may be necessary to apply this resolution. This authorisation is given for an 18-month period; it cancels and replaces the authorisation given by the General Meeting of 21 June 2011, for the remainder of the term of said authorisation and for the amount not used. 16
Extraordinary resolutions RESOLUTION NO. 14 (Authorisation for the Board of Directors to reduce the share capital) The General Meeting, voting as an Extraordinary General Meeting, after taking note of the Board of Directors report and the statutory auditors special report, authorises the Board of Directors, in accordance with Article L. 225-209 of the French Commercial Code, to reduce the share capital, on one or more occasions, at its sole discretion and whenever it considers it appropriate, by cancelling shares already owned by the company and/or that it could buy within the scope of the authorisation given in Resolution no. 13. In accordance with the law, the share capital may not be reduced by more than 10% during any 24- month period. The General Meeting gives the broadest powers to the Board of Directors to set the terms and conditions for cancelling shares, post the difference between the book value of the cancelled shares and their par value to any reserve or premium accounts, amend the Articles of Association as required by this authorisation and carry out all the necessary formalities. This authorisation is given for an 18-month period. It cancels and replaces the authorisation given by the General Meeting of 21 June 2011. RESOLUTION NO. 15 (Authorisation to the Board to grant share subscription options for personnel or officers of the Company and its subsidiaries) The General Meeting, voting as an extraordinary meeting, Having read the report of the Board of Directors and the special report of the statutory auditors, and voting in accordance with Articles L. 225-177 et seq. of the Commercial Code, Authorises the Board to grant, on one or several occasions, options for the subscription to new shares in the Company, to employees or officers of the Company; the options are also available to employees and corporate officers of the companies and economic interest groups in which the Company holds at least 10% of the capital or rights. The exercise of the subscription options may increase the capital of the Company by no more than 0.5%, at the time the option is granted. The Meeting acknowledges that if the options are granted to the corporate officers governed by Article L.225-185(4) of the Commercial Code, this may only take place in accordance with the conditions of Article L.225-186-1 of that Code. The share subscription price set by the Board of Directors on the date when the option is granted cannot be less than the minimum value stipulated by the laws in force at the time. The beneficiaries may exercise their options within a maximum of 10 years from the date on which the options are granted by the Board. 17
For the benefit of the subscription option beneficiaries, this authorisation automatically requires the shareholders to waive their preferential subscription right to the shares that will be issued as and when the options are exercised. The Board of Directors is granted full powers to determine all the terms and conditions for the award of the options, and their exercise and, in particular, to: temporarily suspend the exercise of the options if transactions are carried out that result in the detachment of a right; determine, if necessary, a period during which the options cannot be exercised and, up to 3 years after their exercise, a period during which shares subscribed or acquired cannot be sold; allocate the cost of any capital increases to the amount of premiums relating to those increases; carry out or authorise the carrying out of any act or formalities needed to record any capital increase(s) which may result from the exercise of subscription options, and amend the Articles of Association accordingly. This authorisation is granted for a period of 38 months with effect from the date of this Meeting. RESOLUTION NO. 16 (Authorisation to the Board of Directors to grant free share allocations which may or may not be subject to performance conditions, to the personnel or officers of the Company and its subsidiaries) The General Meeting, voting as an Extraordinary General Meeting, after taking note of the Board of Directors report and the statutory auditors special report, and voting in accordance with Articles L.225-197-1 and L.225-197-2 et seq. of the French Commercial Code, authorises the Board of Directors to grant free allocations of existing or newly-issued shares in the Company, on one or several occasions; decides that the beneficiaries of such allocations may be employees of the Company and/or any companies or groupings directly or indirectly linked to it, under the conditions of Article L.225-197-2 of the Commercial Code, decides that the beneficiaries may be officers of the Company in general, or specific officers, and/or the officers of companies or groups linked directly or indirectly to it, under the conditions of Article L.225-197-2 of the Commercial Code, decides that the Board shall determine the identity of the beneficiaries of the allocations, and the related conditions, and, if necessary, the criteria for share allocation, acknowledges that if the allocations are granted to the officers governed by Article L.225-197-1.II, (1 and 2) of the Commercial Code, this can only take place under the conditions of Article L.225-197-6 of that Code decides that the total number of shares allocated freely under this Resolution may not represent more than 1% of the share capital on the date of the Board's decision. decides that the attribution of shares to the beneficiaries shall be final: either on expiry of a minimum acquisition period of four years, or, on expiry of a minimum acquisition period of two years. The shares will be subject to a lock-in period of at least two years after the end of the acquisition period. However, that obligation may be waived for shares for which the minimum acquisition period was fixed at four years. 18
and acknowledges that, for the benefit of the beneficiaries, this decision automatically requires the shareholders to waive their preferential subscription right on the one hand, and on the other hand, that part of the reserves, profits or issue premiums that would be incorporated into the capital in the event of the issuance of new shares. The Board Directors may however determine the definitive allocation of shares prior to the end of the acquisition period, in the case of invalidity of a beneficiary classified under the second or third categories referred to in Article L. 341-4 of the French Social Security Code. The General Meeting decides that the total number of shares allocated to officers of the Company cannot represent more than 0.07% of the Company's capital on the date of the allocation. The General Meeting acknowledges that all allocations made for the benefit of officers of the Company will be subject to performance conditions. The General Meeting delegates full powers to the Board of Directors, with the right to sub-delegate, under the terms and conditions laid down by law, to implement this delegation, for the purpose in particular of deciding on the dates and the terms and conditions of the allocations, and in order to take all the measures and reach all the agreements necessary for their successful completion, record any subsequent capital increases resulting from any allocation carried out in execution of this delegation, if necessary to adjust the number of shares allocated in the event of a capital transaction, and amend the Articles of Association as required. This authorisation is granted for a period of 38 months with effect from the date of this Meeting. It cancels and replaces, for its residual duration and to the extent of the unused portion, that given at the General Meeting of 4 May 2010. RESOLUTION NO. 17 (Authorisation to the Board of Directors with a view to increasing the share capital in favour of employees of the Carrefour Group) The General Meeting, voting as an Extraordinary General Meeting in accordance with Articles L. 225-129, L. 225-129-2 to L. 225-129-6 and L.225-138-1 of the French Commercial Code and Articles L.3332-1 et seq. of the French Employment Code, after taking note of the Board of Directors report and the statutory auditors special report, authorises the Board of Directors to increase the share capital, on one or more occasions, by a maximum nominal amount of thirty-five (35) million Euros by issuing shares to be paid up in cash, reserves the subscription of all the shares to be issued to the employees of the company and of companies affiliated to it within the meaning of Article L.225-180 of the French Commercial Code and to all entities, whether French or foreign, whether or not they exist as legal entities, whose sole corporate object is subscribing for, holding and selling Carrefour s shares or other financial instruments in accordance with the Carrefour Group s employee shareholding scheme, reminds the General Meeting that the subscription price of the new shares for each issue shall be set in accordance with Articles L.3332-18 et seq. of the French Employment Code, decides that the Board of Directors may adjust the amount of the discount granted in order to comply, on a case by case basis, with the legal provisions applicable in the various countries involved in the implementation of this delegation, records that this authorisation shall require the shareholders to waive their preferential subscription rights in favour of the employees or entities set out above. 19
The General Meeting gives the Board of Directors the broadest powers to implement this authorisation, to set the issue price for the shares and the other terms and conditions of issue, to decide on the companies whose [employees] may benefit from the subscription, decide whether the shares should be subscribed directly by employees who are members of a savings scheme and/or through the intermediary of one of the entities referred to above, in relation in particular with the applicable statutory provisions and regulations, to set the date on which subscriptions may start and end, the cumdividend dates, the time allowed for payment which may not be more than three years, decide on the maximum number of shares that may be subscribed for by each beneficiary, record the completion of the capital increases, enter into all agreements with a view to carrying them out in full, decide on the appropriation or use of any additional paid-in capital and amend the Articles of Association as required due to the use of this authorisation, even in part. This authorisation shall have a 26-month term as from this General Meeting. It cancels and replaces the authorisation given by the General Meeting on 21 June 2011. 20