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180 2014 Registration Document

Consolidated Financial Statements Year ended December 31, 2014

5

Notes to the Consolidated statements

27.3

TREASURY STOCK

At December 31, 2014, a total of 23,386,284 shares were held in treasury (December 31, 2013: 22,806,284 shares).

December 31,

2014

December 31, 2013

Change

Shares held directly

(1)

10,281,473

5,761,500

4,519,973

Shares held indirectly

via

an

equity swap

13,104,811

17,044,784

(3,939,973)

Treasury stock

23,386,284

22,806,284

580,000

(1) Or through a liquidity agreement set up in January 2014 with Oddo Corporate Finance.

27.3.1 SHARES HELD DIRECTLY

Most of the Carrefour shares held directly by the Company are intended for the Group’s stock option and stock grant plans. All rights attached to

the shares allocated to these plans are suspended for as long as they are held in treasury.

27.3.2 SHARES HELD INDIRECTLY

VIA

AN EQUITY SWAP

In 2009, the Group reorganized the portfolio of treasury shares and

instruments held to meet its obligations under the stock option and

stock grant plans. On June 15, 2009, a total of 18,638,439 shares

were sold out of treasury at a price of €28.725 per share, generating

total proceeds of €535 million, and 18,638,439 shares were bought

back at the same price per share of €28.725 for forward delivery at

various dates through July 2017. The transaction had no impact on the

consolidated income statement.

Since the end of 2009, a total of 3,124,885 shares have been bought back

on the various contractual dates. Following the distribution of Dia shares

on July 5, 2011, Carrefour delivered an additional 2,196,200 shares in

exchange for a reduction in the buyback price per share to €25.184.

At December 31, 2014, Carrefour was committed to buying back

13,104,811 shares under the equity swap for a total of €330 million

recorded as a financial liability.

Number of shares

Financial liability

(in € millions)

Shares held

indirectly

via

an equity

swap at December 31, 2014

13,104,811

330

Forward purchases

July 7, 2015

4,455,754

112

June 15, 2016

8,449,280

213

July 16, 2017

199,777

5