Carrefour - 2017 Registration Document

3 CORPORATE GOVERNANCE Statutory Auditors' special report on regulated agreements and commitments CARREFOUR | 2017 REGISTRATION DOCUMENT 165 Rider to the Renovation and Development agreement between Carmila and the Company Person concerned Mr. Jérôme Bédier, Deputy Chief Executive Officer of Carrefour until July 18, 2017 and director of Carmila until August 25, 2017. Nature and purpose At its meeting on April 12, 2017, the Board of Directors authorized a rider to the Renovation and Development agreement entered into between Carmila and the Company on April 16, 2014 for an initial term of 10 years with a view to setting up in France, Spain and Italy, a common strategy to enhance the value and attractiveness of shopping centers jointly owned by Carmila (shopping centers) and the Carrefour Group (hypermarkets and car parks). Terms and conditions The purpose of the rider, signed on May 3, 2017, was to extend the scope of the Renovation and Development agreement to include assets acquired by Carmila SAS since 2014 and those held by Cardety (now Carmila SA), and to extend the initial term of the agreement until December 31, 2027. Reasons justifying that the agreement is in the Company’s interest In connection with the planned listing of Carmila SAS shares, through a merger by absorption of Carmila SAS by Cardety, the Company’s Board of Directors considered that the agreements entered into between the Carrefour Group and the Carmila Group when Carmila SAS was incorporated in 2014 required certain adjustments. The Company’s Board of Directors also considered that the agreement would ensure the sustainability of the partnership between the Carrefour Group and Carmila SA (following the merger by absorption) and the policy aimed at enhancing Carrefour Group shopping centers. Agreement relating to the partial secondment of Mr. Jacques Ehrmann Person concerned Mr. Jérôme Bédier, Deputy Chief Executive Officer of the Company until July 18, 2017 and director of Carmila until August 25, 2017. Nature and purpose At its meeting on April 12, 2017, the Company’s Board of Directors authorized an agreement on the partial secondment of staff for four years under which Mr. Jacques Ehrmann has been seconded to Carmila by the Company for 50% of his time to exercise his duties as Chairman and Chief Executive Officer of Carmila. Terms and conditions The secondment agreement, entered into on April 12, 2017 between the Company and Carmila, stipulates that the fixed and variable remuneration of Mr. Jacques Ehrmann, for the share corresponding to his time seconded to Carmila, will be reinvoiced by the Company to Carmila (based on criteria approved by Carmila’s Board of Directors with regard to the variable remuneration payments made by Carmila). Reasons justifying that the agreement is in the Company’s interest In connection with the planned listing of Carmila’s shares, through the merger by absorption of Carmila SAS by Cardety, the agreements entered into between the Carrefour Group and the Carmila Group when Carmila SAS was incorporated in 2014 required certain adjustments. Non-compete obligation binding Mr. Georges Plassat, Chairman and Chief Executive Officer until July 18, 2017 Person concerned Mr. Georges Plassat, Chairman and Chief Executive Officer of the Company until July 18, 2017. Nature and purpose At its meeting of July 18, 2017, the Board of Directors authorized a non-compete obligation. Terms and conditions The purpose of the non-compete obligation is to prohibit, for an 18-month period, Mr. Georges Plassat from exercising professional duties in rival concerns. The non-compete obligation is limited to the exercise of professional duties within mainland France. Granting of the settlement payment was subject to a non-compete obligation. The financial cost was limited to a gross indemnity of €3,975,000 (commitment given by the Company in the event of termination of the duties of Mr. Georges Plassat approved at the Shareholders’ Meeting held on June 11, 2015). Reasons justifying that the commitment is in the Company’s interest The Board of Directors considered that this commitment is in the Company’s interest as it avoids the risk of Mr. Georges Plassat exercising professional duties in rival concerns. Commitments given by the Company in favor of Mr. Alexandre Bompard, Chairman and Chief Executive Officer, in the event of termination of his duties Person concerned Mr. Alexandre Bompard, Chairman and Chief Executive Officer. Nature and purpose At its meeting on July 18, 2017, the Board of Directors authorized a settlement payment in the event that Mr. Alexandre Bompard’s duties are terminated. Terms and conditions Mr. Alexandre Bompard will be entitled to receive a settlement payment of an amount equal to one year’s fixed and target variable remuneration. The settlement payment is subject to the satisfaction of performance conditions linked to the attainment of the following targets: growth of revenue, of the recurring operating income and CSR. Mr. Alexandre Bompard will receive a settlement payment if, during at least half of the years comprising his terms of office as well as during two of the last three years of his appointment as Chairman and Chief Executive Officer, he has met all his targets set by the Board of Directors for the determination of his long-term incentive plan (over 100% attainment of targets). In the absence of a long term incentive plan for one of the financial years considered, the attainment of targets set by the Board of Directors for the determination of his annual variable remuneration will be solely taken into account. If Mr. Alexandre Bompard’s term of office