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Corporate governance

Composition and operation of the Board of Directors

Patricia Lemoine

Bertrand de Montesquiou

Born on February 20, 1949. French.

Independent member

Number of Company shares owned:

1,024

Born on July 1, 1947. French.

Date of appointment to the Board of Directors:

June 11, 2015

Number of Company shares owned:

198,261

Term of office expires:

Shareholders’ Meeting convened to

Date of appointment to the Board of Directors:

June 18, 2012

Date of last renewal:

June 11, 2015

approve the financial statements for the fiscal year ending

December 31, 2017

Term of office expires:

Shareholders’ Meeting convened to

approve the financial statements for the fiscal year ending

December 31, 2017

Experience:

After her graduation at the Paris Institute for Political Studies in

1970, she was admitted as Attorney-at-Law in 1971. She was

Attorney-at-Law between 1972 and 2014 with expertise in

labour law, commercial law, intellectual property law and family

law.

Training in both civil and insurance law provided to employees

of General Insurance of France (1977-1994). Also, in labour law

at UFR of Sociology - University Paris VIII (1985-1992).

Experience

Bertrand de Montesquiou is graduated from the École des

Hautes Études Commerciales (HEC) business school in 1969.

He continued his training at the Faculté des Lettres et Sciences

Humaines in Nanterre and the University of Paris-Dauphine.

From 1972 to 1980, he worked at the Paris Stock Exchange as

portfolio manager for Roth le Gentil-Varangot, then for Sellier

(for which he became proxy holder in 1976) and was certified as

a professional stockbroker in 1977.

In 1980, he joined the family-owned retail group Guyenne et

Gascogne, Carrefour’s partner in southwest France and Spain,

as an

Attaché

to general management. He was appointed Chief

Executive Officer in 1983, Chairman and Chief Executive Officer

in 1986 and Chairman of the Management Board in 1996. He

was also Vice-Chairman and Chief Executive Officer of Sogara

SAS and Vice-Chairman of Centros Comerciales Carrefour

(Spain).

2015 Positions held within the Group

Member of the Board of Directors of Carrefour

●

Member of the CSR Committee of Carrefour

●

2015 Positions held outside the Group

Chief Executive Officer of MOTIER (SAS)

●

Member of the Supervisory Board of Galeries Lafayette (SA)

●

Vice-Chairman of the Supervisory Committee of Bazar de

●

l’Hôtel de Ville – B.H.V. (SAS) (fin de mandat

: 09/2015)

Vice-Chairman of the Supervisory Committee of BHV

●

EXPLOITATION (SAS)

Chairman of Grands Magasins Galeries Lafayette (SAS)

●

Chairman of Immobilière du Marais (SAS)

●

Director of Théâtre La Bruyère

●

Member of the Supervisory Board of S2F Flexico

●

Director of French-American Foundation France

●

Director of Banque Transatlantique

●

2015 Positions held within the Group

Member of the Board of Directors of Carrefour

●

Chairman of

the Appointments Committee of Carrefour

●

2015 Positions held outside the Group

N/A

●

Former positions held from 2011 to 2014

Former positions held from 2011 to 2014

Chairman of the Management Board of Guyenne et Gascogne

●

(Expiration date of term: 2012) –

Listed company

Vice-Chairman and Chief Executive Officer of Sogara SAS

●

(Expiration date of term: 2012)

Vice-Chairman of Centros Comerciales Carrefour (Spain)

●

(Expiration date of term: 2012)

Director of Comercial Flexico (Spain) (Expiration date of term:

●

2012)

Director of Minigrip Belgium (Belgium) (Expiration date of

●

term: 2012)

96

2015 REGISTRATION DOCUMENT