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Shareholders’ Meeting
Presentation of the resolutions
Eleventh resolution: approval of the Directors’ annual attendance fees
Statement of reasons
The Shareholders’ Meeting of June
11, 2015 set the amount of
Directors asks that the Shareholders’ Meeting establish the Directors’
Directors’ annual attendance fees at €980,000.
annual attendance fees at €1,135,000 for current period ( August
1,
2015 – July
31, 2016) and for subsequent periods, until a further
To take into account the appointment of an additional Director and the
decision by the Shareholders’ Meeting.
implementation of two new Board of Directors' Committees, on
recommendation of the Remunerations Committee, the Board of
The Directors’ annual attendance fees are paid once per year, in July.
Eleventh Resolution
(Approval of the Directors’ annual attendance fees)
The Shareholders’ Meeting, deliberating under the conditions required for ordinary shareholders’ meetings as to quorum and majority, approves
the Directors’ annual attendance fees at €1,135,000 per year, for current period (August 1, 2015 – July 31, 2016) and for subsequent periods until
another decision is made in this respect by the Shareholders’ Meeting.
Twelfth resolution: share buyback program
Statement of reasons
Pursuant to articles
L. 225-209
et seq
. of the French commercial code,
The Company contracted with Oddo Corporate Finance to implement a
the Board of Directors proposes that the Shareholders’ Meeting liquidity agreement applying to Carrefour ordinary shares (ISIN code
authorizes the Board of Directors, for a period of 18 months, to buy
FR0000120172) that are traded on the regulated market of NYSE
back and sell the Company’s shares, except during a tender offer, in Euronext in Paris.
particular to:
During 2015 year, the Company purchased 15,577,656 shares at an
ensure an active market in Carrefour shares through an investment
●
average price of €29.17 per share, and sold 14,639,895 shares at an
services provider, in the context of a liquidity contract conforming to average price of €29.23. Through this contract, the Company held
the professional rules approved by the French financial markets
1,517,761 shares at year-end.
authority (
Autorité des marchés financiers
);
In accordance with the regulations in force, the Company may not
fulfil any stock option plans, free share allocation or other forms of
●
hold, at any given time, more than 10% of the shares comprising its
allocation of shares or compensation related to the share price, for
share capital.
the benefit of employees or corporate officers of the Company or a
Under this new authorisation proposed to the Shareholders’ Meeting,
Group company;
the maximum purchase price per share would be set at €45 and the
allot or exchange shares, upon the exercise of rights attached to
●
maximum number of shares that may be purchased will be set at
securities giving access to share capital;
73,847,079 (
i.e.
nearly 10% of the share capital as of December
31,
keep shares and subsequently use them as payment or as exchange
●
2015).
within the scope of acquisitions, mergers, demergers or
The total amount that the Company may use to buy back its own
contributions, and under the limits established by the applicable shares may not exceed €3,323,118,555.
regulations;
This authorization would be granted for a period of eighteen months
cancel them;
●
from the date of this Shareholders’ Meeting, and would supersede, for
engage in any market making activities that may be recognised by
●
the remainder of its on-going validity period the authorization granted
law or the French financial markets authority (
Autorité des marchés
by the Shareholders’ Meeting on June 11, 2015.
financiers
).
Twelfth Resolution
(Authorization for the Board of Directors to trade in the Company’s own shares for a period
of 18 months)
The Shareholders’ Meeting, deliberating under the conditions required The maximum purchase price of the shares is set at €45 per share and
for ordinary shareholders’ meetings as to quorum and majority and the maximum number of shares that may be acquired is 73,847,079
having reviewed the report of the Board of Directors, authorizes the (approximately 10% of the share capital as of December 31, 2015).
Board of Directors, with the option of sub-delegation, to trade in the The total amount that the Company may allocate to the share
shares of the Company as provided below, in accordance with repurchase program shall not exceed €3,323,118,555.
article
L. 225-209 of the French commercial code.
2015 REGISTRATION DOCUMENT
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