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Shareholders’ Meeting
Presentation of the resolutions
Fourth resolution: regulated agreements
Statement of reasons
On June 11, 2015, on recommendation of the Remuneration
Committee, the Board of Directors authorized the modification of this
The Statutory Auditors’ Special report mentions the regulated
supplementary pension plan.
agreements authorized by the Board of Directors during fiscal year
2015 submitted for the approval of the Shareholders’ Meeting, the The main characteristics of the scheme are:
regulated agreements authorized by the Board of Directors during
plan participants must have completed at least three years’ service
●
fiscal year 2015 that were previously approved by the Shareholders’
at the time of retirement, their annual compensation must be
Meeting held on June
11, 2015, and also the ones which entered into
greater than 18 times the annual ceiling for Social Security
and authorized during the previous fiscal years as described in
contributions;
chapter 8, section 8.3 of this Registration Document.
years of service taken into account for the calculation of plan
●
The Board of Directors asks that the Shareholders’ Meeting approves
benefits: years of service with the Carrefour group under consecutive
the regulated agreements authorized by the Board of Directors during
or non-consecutive employment contracts. The Company does not
fiscal year 2015.
grant any length-of-service awards;
During its meeting on June
11, 2015, the Board of Directors, on
benefits: 2.75% of the reference compensation per year of service,
●
recommendation of the Remuneration Committee, authorized:
subject to the applicable performance conditions being met for each
year. No benefits are paid if a minimum number of years has not
the commitment undertaken by the Company for the benefit of
●
been validated in connection with the performance conditions;
Mr.
Jérôme Bédier, Deputy Chief Executive Officer, regarding fixed
gross annual compensation under his employment agreement.
reference compensation: average of the last three years’ salary and
●
bonus preceding the retirement date or 60
times the annual ceiling
On June
11, 2015, the Board of Directors authorized an increase in
for Social Security contributions, whichever is lower;
the fixed gross annual compensation of Mr.
Jérôme Bédier under his
employment agreement. A draft amendment to his employment
annual benefit cap: 25% of the reference compensation and the
●
agreement was signed, which increased by €50,000 his fixed gross
difference between 45% of the reference compensation and the
annual compensation;
total basic and supplementary pension benefits received by the plan
participant;
the commitments undertaken by the Company for the benefit of
●
Mr.
Georges Plassat, Chief Executive Officer, Mr.
Jérôme Bédier and
reversionary pension: upon the participant’s death, payable to the
●
Mr.
Pierre
Jean Sivignon, Deputy Chief Executive Officers, regarding
surviving spouse in an amount equal to 50% of the original benefit.
the supplementary pension plan.
During its meeting on March
9, 2016, the Board of Directors reviewed
The Chairman and Chief Executive Officer and the Deputy Chief
the regulated agreements entered into and authorized during the
Executive Officers benefit of the supplementary pension plan previous fiscal years whose performance continued during fiscal year
pursuant to article L.137-11 of the French social security code, in 2015.
force within the Group since 2009.
Fourth Resolution
(Approval of regulated agreements referred to in articles L. 225-38 et seq. of the French
commercial code)
The Shareholders’ Meeting, deliberating under the conditions required for ordinary shareholders’ meetings as to quorum and majority, having
examined the Board of Directors’ report and the Statutory Auditors’ special report on regulated agreements prepared pursuant to articles
L. 225-38
et seq. of the French commercial code, approves the new regulated agreements signed during fiscal year 2015, referred to therein.
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