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128 2014 Registration Document

Comments on 2014 fiscal year

4

Parent company financial review

4.6.2

Subsidiaries and affiliates

As part of its effort to streamline its equity portfolio, the Company carried

out several transactions during the year, which are described below. The

net impact of disposals or acquisitions is recognized in non-recurring

income and expense from capital transactions.

■

On February 21, 2014, French company Actis, a wholly-owned

subsidiary of Carrefour, was dissolved following the transfer of its

assets and liabilities to Carrefour;

■

On May 26, 2014, the Company acquired an 8.23% stake fromGrands

Magasin Garonne Adour in Spanish company Centros Commerciales

Carrefour;

■

On April 14, 2014, the Company carried out a capital increase in

CRFP 14 for an amount of €137 million followed by a further capital

increase on November 27, 2014 for an amount of €196 million. In

addition, the Company contributed OPCI Kart shares purchased

from Group subsidiaries to CRFP 14 for an amount of €10 million.

At 31 December 2014, Carrefour held 34.87% of CRFP 14;

■

On July 8, 2014, the Company acquired a 4.5% stake in Carrefour

Banque from several of its French subsidiaries;

■

On July 25, 2014, the Company contributed the shares it held in

French companies Amidis et Compagnie, Carrefour Hypermarchés,

Euromarché, Profidis, Carrefour Regie Publicitaire, Alodis and Soval

to Carrefour France, which carried out a share capital increase to

pay for this contribution. The carrying amount of Carrefour France

shares received in exchange for the share contribution amounted to

€2,417 million;

■

On November 21, the Company contributed its 1,88% interest in

Brazilian company Brepa to its Dutch subsidiary Carrefour Nederland;

■

On December 18, 2014, the Company acquired a 50% stake in

Carma, previously held by Carrefour Banque;

■

On December 2014, the Company disposed of its 35.96% stake in

Belgian company GMR, which bought back its own shares, and the

Company acquired a 25% stake held by GMR in Belgian company

Carrefour Finance.

4.6.3

Income appropriation

We propose to allocate and distribute earnings for the fiscal year as follows:

Net income for the year

€4,440,248,624.63

Allocation to the legal reserve

€-2,732,429.25

Retained earnings brought forward from prior year

€1,360,591,829.07

Income available for distribution

€6,708,108,024.45

2014 dividends

€499,741,458.12

To be paid out of

Distributable income, for

€499,741,458.12

Balance to be credited to retained earnings

€5,298,366,566.33

The amount of retained earnings after tax for fiscal year 2013 was

increased owing to 2013 dividends not paid out on treasury shares.

It is specified that the total dividend of €499,741,458.12, which

represents a dividend of €0,68 per share, before payroll taxes and non

final withholding tax of 21% provided for in Article 117 quater of the

French General Tax Code, qualifies, for individuals who are French tax

residents, for the tax relief equal to 40% of the amount of the dividend in

accordance with Section 2° of paragraph 3 of Article 158 of the French

General Tax Code.

We propose offering each shareholder the option of a dividend payment:

■

in cash; or

■

in new Company shares.

The new shares, if the option is exercised, will be issued at a price equal to

95% of the average opening prices listed during the twenty stock market

trading sessions on Euronext Paris prior to the date of this shareholders’

general meeting, less the amount of the dividend that is the subject of

this resolution and rounded up to the nearest euro cent. Such issued

shares will immediately be entitled to dividends as of January 1, 2015 and

will be part of the share capital of the Company alongside other shares.

Shareholders may opt for payment of the dividend in cash or in new

Company shares from June 17, 2015 to July 7, 2015 inclusive, by sending

their request to the financial intermediaries that are authorized to pay the

dividend or, for registered shareholders listed in the issuer-registered

accounts held by the Company, to its authorized agent (Société Générale,

CS 30812, 44308 Nantes Cedex 03).