284 / 302
Shareholders’ Meeting
Statutory Auditors' special reports
of the Company. In addition to interest, a utilization fee is charged
Commitments given by the Company in favor of
Mr Georges Plassat, Chairman and Chief Executive
based on the portion of the facility drawn.
Officer, in the event of termination of his duties
If the line of credit is not drawn, Carrefour must pay a non-utilization
Person concerned
fee equal to 35% of the applicable margin (0.30% margin adjusted, if
applicable, according to the credit margin grid).
Georges Plassat, Chairman and Chief Executive Officer.
As of December
31, 2015, this line of credit was not drawn by the
Nature and purpose
Company.
At its meeting on April
29, 2015, your Board of Directors approved the
2
nd
contract (Revolving Facility Agreement) signed on January
22,
financial conditions to be applied in the event that Mr.
Georges
2015
Plassat’s duties are terminated.
A new 2,500
million euros syndicated loan agreement (Revolving
Terms and conditions
Facility Agreement) accompanied by a 1
billion euros security line of
In the event of termination of his duties as Chairman and Chief
credit (Swingline) was signed on July
22, 2015. Following exercise of
Executive Officer, except in cases of removal for serious misconduct or
the extension option in November
2015, effective January
2016, the wrongful acts or following a change in his appointment within
term of this Revolving Facility Agreement is six years (expiry
Carrefour group, Mr.
Georges Plassat will be entitled to receive a
January 2021) with a one-year extension option.
settlement payment of an amount equal to one year’s fixed and target
variable remuneration (excluding other kinds of remuneration and
Interest payable on amounts drawn is calculated at EURIBOR plus an
especially remuneration paid under a long term incentive plan), it
initial margin of 0.275% for the revolving facility and at EONIA plus an
being specified that reaching the age limit set out in the Carrefour
initial margin of 0.275% and mandatory costs for the swingline facility.
Articles of Association does not constitute an exclusion for the
The initial margin of 0.275% is adjusted according to a credit margin
purposes of the settlement payment.
grid based on the long-term credit rating of the Company. In addition
to interest, a utilization fee is charged based on the portion of the Performance conditions linked to the attainment of quantitative
facility drawn (fee representing between 0.10% and 0.40% of the targets (growth in revenue and recurring operating income) and
amount drawn).
qualitative targets (CSR) are applicable to the grant of the settlement
payment. Mr.
Georges Plassat will receive a settlement payment if
If the line of credit is not drawn, Carrefour must pay a non-utilization
during at least half of the years comprising his terms of office as well as
fee equal to 35% of the applicable margin (35% of the 0.275% margin
during two of the last three years of his appointment as Chairman and
adjusted, if applicable, according to the credit margin grid).
Chief Executive Officer, he has met all his quantitative and qualitative
As of December
31, 2015, this line of credit was not drawn by the
targets set by the Board of Directors for the determination of his
Company.
long-term incentive plan (over 100% attainment of targets). In the
B. Agreements and commitments approved
absence of a long term incentive plan for one of the financial years
considered, the attainment of targets set by the Board of Directors for
during the fiscal year
the determination of his annual variable remuneration will be solely
taken into account.
Furthermore, we have been informed that the following commitment,
approved by the Shareholders’ Meeting of June
11, 2015 and Moreover, the settlement payment is subject to a non-compete
presented in our additional special report of May
19, 2015, remained obligation which will bind Mr.
Georges Plassat during an 18-month
in force but had no effect during the past year.
period commencing the termination of his duties as Chairman and
Chief Executive Officer.
Your Board of Directors notes that the implementation of this
settlement payment is in the interests of Carrefour as it links the
Chairman and Chief Executive Officer’s interests to the performance of
the Company and prevents him from taking-up a competing
professional activity within several determined entities of the food
distribution sector during an 18-month period commencing the
termination of his appointment.
The Statutory Auditors
Courbevoie, Paris-La Défense and Neuilly-sur-Seine, April 15, 2016
French original signed by
MAZARS
KPMG SA
DELOITTE & ASSOCIÉS
Pierre Sardet
Patrick-Hubert Petit
Arnaud de Planta
David Chaudat
Caroline Bruno-Diaz
284
2015 REGISTRATION DOCUMENT