Carrefour - 2017 Registration Document

CONSOLIDATED FINANCIAL STATEMENTS AS OF DECEMBER 31, 2017 Notes to the Consolidated Financial Statements 2017 REGISTRATION DOCUMENT | CARREFOUR 5. 284 Strategic partnership with Showroomprivé On January 11, 2018, Carrefour announced that it had signed a strategic agreement with Showroomprivé, Europe’s second-largest online private sales player. This partnership is part of both groups’ strategy of developing a leading omni-channel offering, and will notably cover areas such as sales, marketing, logistics and data. In order to seal the partnership, Carrefour acquired 16.86% of Showroomprivé’s share capital on February 7, 2018. This took the form of an off-market acquisition of the block of shares owned by Conforama, a Steinhoff group subsidiary, at a price of 13.5 euros per share, for a total amount of around 79 million euros. An additional payment will be made by Carrefour to Conforama should Carrefour launch a takeover bid for Showroomprivé within 18 months of the completion of the transaction. This transaction was granted an exemption from the obligation to launch a public offer by the French financial markets authority (AMF). whose main terms are identical to the existing pact between the founders and Conforama/Steinhoff. The founders will retain 27.17% of the capital and 40.42% of the voting rights. Carrefour will hold 16.86% of the capital and 13.67% of the voting rights. Upon completion of the transaction, Carrefour will replace Conforama in the current shareholders’ agreement between the founders of Showroomprivé and Conforama, under an agreement The shareholders’ agreement contains provisions relating to (i) the composition of the Board of Directors (11 Directors and one non-voting Director, including five appointed by the founders among whom the Chairman who has a casting vote and one Director and one non-voting Director appointed by Carrefour, as well as five Independent Directors); (ii) an undertaking of the parties to maintain the current management; and (iii) possible termination of the shareholders’ agreement in case of persistent disagreement on major strategic decisions, which could lead to the unwinding of the Carrefour investment or a tender offer. The Group considers that its representation on Showroomprivé’s Board of Directors gives it significant influence over the company. Accordingly, the stake acquired by the Group on February 7, 2018 will be accounted for by the equity method in the Consolidated Financial Statements as from that date. Fees paid to the auditors Note 15 (in thousands of euros) Fees 2017 Deloitte & Associés (1) Network Total Deloitte KPMG SA (1) Network Total KPMG MAZARS (1) Network Total MAZARS Financial statements certification services 1,614 764 2,378 3,377 5,752 9,129 1,323 840 2,163 Carrefour SA - Issuer 319 - 319 494 - 494 333 - 333 Subsidiaries (controlled entities) 1,294 764 2,058 2,883 5,752 8,635 990 840 1,830 Other services (2) 8 796 804 253 1,574 1,827 42 305 346 Carrefour SA - Issuer - 79 79 22 - 22 38 76 114 Subsidiaries (controlled entities) 8 716 724 231 1,574 1,805 4 229 233 TOTAL 1,622 1,560 3,182 3,630 7,326 10,956 1,364 1,145 2,509 Carrefour SA (holding company) Statutory Auditors (excluding services provided by their network). (1) Including services that are by law to be provided by Statutory Auditors. (2) Other services provided by Carrefour SA’s auditors mainly include services related to the issuance of certificates and agreed-upon procedures on financial information and internal control.