Carrefour - 2017 Registration Document

INFORMATION ABOUT THE COMPANY Information on the capital 2017 REGISTRATION DOCUMENT | CARREFOUR 7. 324 Information on the capital 7.2 Change in share capital 7.2.1 Capital increase The Shareholders’ Meeting of June 15, 2017, under its third resolution, resolved to offer each shareholder the option to receive the payment of the net dividend, to which the shareholder is entitled by virtue of shares held, in the form of new Company shares. The Company’s share capital was accordingly increased by a nominal amount of 46,106,642.50 euros (forty-six million, one hundred six thousand, six hundred forty-two euros and fifty cents) through the creation of 18,442,657 new Company shares, which were fully paid up as of their issue, carry dividend rights as of January 1, 2017 and rank pari passu with the other shares in the Company’s share capital. Following this increase, the share capital amounts to 1,936,694,527.50 euros (one billion, nine hundred thirty-six million, six hundred ninety-four thousand, five hundred twenty-seven euros and fifty cents). It is divided into 774,677,811 shares of 2.50 euros each. Shares not representing capital; number and main characteristics None. Amount of convertible or exchangeable securities or securities with stock purchase warrants None. Information on the conditions governing any right of acquisition and/or any obligation relating to unpaid share capital, or on any undertaking to increase the capital None. Information on the capital of any member of the Group that is under option or subject to a conditional or unconditional agreement to be put under option, and the details of such options None. Summary of delegations of authority and powers concerning capital 7.2.2 increases Type Guarantee amount Duration Expiry date Issue of shares and/or marketable securities with preferential subscription rights Shares ● €500 million 26 months August 15, 2019 Other marketable securities ● €4.4 billion 26 months August 15, 2019 Issue of shares and/or marketable securities without preferential subscription rights as part of a public tender or public exchange offer made by the Company for another company Shares ● €175 million 26 months August 15, 2019 Other marketable securities ● €1.54 billion 26 months August 15, 2019 Issue of shares and/or marketable securities without preferential subscription rights (private investment) Shares ● €175 million 26 months August 15, 2019 Other marketable securities ● €1.54 billion 26 months August 15, 2019 Issue of shares and/or marketable securities to remunerate contributions-in-kind granted to the Company in an amount of up to 10% of the share capital 10% 26 months August 15, 2019 Capital increase by incorporation of reserves, profits and premiums €500 million 26 months August 15, 2019 Capital increase in favour of employees who are members of a Company savings plan (shareholder waiver of preferential subscription rights) €35 million 26 months August 15, 2019 Free allotment of new or existing Company shares to salaried employees and officers of the Company and its affiliates (shareholder waiver of preferential subscription rights) (1) 0.8% 0.25% (Company Officers) 38 months July 16, 2019 Pursuant to the authorisation given in the 14 th resolution adopted by the Shareholders’ Meeting of May 17, 2016, and based on the (1) Compensation Committee’s recommendation, the Board of Directors decided at its meeting on July 27, 2016 to grant performance shares (new or existing shares) to 950 Group employees. The plan provided for the grant of a maximum of 1,950,000 shares (representing 0.26% of the share capital). The shares will vest only if the grantee remains with the Group until the end of the vesting period and several performance conditions are met.