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Shareholders’ Meeting
Presentation of the resolutions
In the event of an alteration of the Company’s share capital structure,
The Shareholders’ Meeting resolves that (i) the purchase, sale or
in particular by a share capital increase through the capitalization of
transfer of shares may be effected and financed by all means and in
reserves, grant of free shares, share split or consolidation, the number
one or several installments, on the market, off-market or over the
of shares and the aforementioned purchase price will be adjusted to counter, including by use of options, derivatives – including the
take account of the impact of such transactions on the value of the purchase of options – or securities giving access to shares of the
shares.
Company, as provided for by the market authorities, and (ii) the
maximum number of shares that can be bought, sold or transferred in
This authorization intends to allow the Company to use the
the form of blocks of shares may be equal to the entirety of the share
possibilities of intervention on its own shares, in particular for the
repurchase program.
following purposes:
The Shareholders’ Meeting resolves that the Company shall not use
to engage in market making activities with respect to Carrefour
●
this authorization and at the same time continue its repurchase
shares through an investment services provider, in the context of a
program in the event a public offer on the shares or other securities
liquidity contract conforming to the professional rules approved by
issued by the Company is made.
the French financial markets authority (
Autorité des marchés
financiers
);
The Shareholders’ Meeting gives full powers to the Board of Directors,
with the option of sub-delegation, pursuant to the conditions provided
to fulfill any stock option plan in respect of the Company, free share
●
for by law and by the Articles of Association, to decide upon and
allocation or other forms of allocation of shares or compensation
implement this authorization, by placing any stock exchange orders,
related to the share price, to employees or corporate officers of the
entering into any agreements, carrying out all formalities and
Company or a Group company;
declarations (in particular, in accordance with the regulations set out
to allot or exchange shares, upon the exercise of rights attached to
●
by the French financial markets authority (
Autorité des marchés
securities giving access to share capital;
financiers
), allocate or reallocate the shares acquired for various
to keep shares and subsequently use them as payment or as
●
purposes in accordance with any legal and regulatory requirements,
exchange within the scope of acquisitions, mergers, demergers or
and more generally taking any necessary action for the implementation
contributions, and under the limits set by the applicable of this resolution.
regulations;
This authorization is granted for a period of eighteen months from the
to cancel shares;
●
date of this Shareholders’ Meeting, and supersedes, for the remainder
engage in any market making activities that may be recognized by
●
of its on-going validity period the authorization granted by the
law or the French financial markets authority (
Autorité des marchés
Shareholders’ Meeting on June 11, 2015.
financiers
).
Extraordinary resolutions
8.2.2
The Board of Directors asks that the Shareholders’ Meeting vote on the following extraordinary resolutions:
Thirteenth resolution: capital reduction through cancellation of treasury shares
Statement of reasons
Pursuant to the provisions of article
L.
225-209 of the French The Company did not cancel any shares during 2015.
commercial code, the Board of Directors proposes that the As provided by law, such a reduction may not exceed 10% of the share
Shareholders' Meeting renew, for a period of 24 months, the capital per 24 month period.
authorization granted to the Board of Directors on April
15, 2014 to
This authorization would be granted for a period of 24 months from
reduce the share capital, on one or more occasions, by cancelling
the date of the Shareholders’ Meeting.
shares already held by the Company and/or shares that it may
purchase as part of a share buyback.
Thirteenth Resolution
(Authorization granted to the Board of Directors for a period of 24 months, to reduce
the share capital by cancelling shares)
The Shareholders’ Meeting, deliberating under the conditions
by the Company and/or shares the Company might acquire through a
required for extraordinary shareholders’ meetings as to quorum and share repurchase program.
majority, having reviewed the report of the Board of Directors and the As required by law, the reduction may be made on no more than 10%
Statutory Auditors' special report, authorizes the Board of Directors,
of the share capital during each twenty-fourth month period.
with the option of sub-delegation, pursuant to the provisions of
All powers are granted to the Board of Directors, with the option of
article
L.
225-209 of the French commercial code, to reduce the share
sub-delegation, in order to:
capital, on one or more occasions, at its sole discretion and at any time
it deems appropriate, through the cancellation of shares already held
to perform and record the capital reduction transactions;
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2015 REGISTRATION DOCUMENT