Carrefour - 2017 Registration Document

3 CORPORATE GOVERNANCE Compensation and benefits granted to Company Officers CARREFOUR | 2017 REGISTRATION DOCUMENT 157 Jérôme Bédier Jérôme Bédier’s term of office as Deputy Chief Executive Officer ended on July 18, 2017. He left the Group on October 16, 2017. The table below summarises the components of compensation due or paid on a prorata basis to Jérôme Bédier in respect of 2016 and 2017 in his capacity as Deputy Chief Executive Officer until July 18, 2017. (in euros) 2016 financial year 2017 financial year Amounts due during the financial year Amounts paid during the financial year Amounts due during the financial year Amounts paid for the financial year Jérôme Bédier Deputy Chief Executive Officer until July 18, 2017 Fixed compensation 600,000 600,000 317,183 (3) 317,183 (3) Variable compensation (1) 577,429 585,599 0 577,429 Benefits in kind (company car) 2,989 2,989 1,644 (3) 1,644 (3) TOTAL 1,180,417 1,188,587 318,827 896,255 2016 financial year 2017 financial year Estimated value of options granted during the financial year N/A N/A Estimated value of performance-based shares granted during the financial year (2) 1,104,500 N/A The variable compensation due for the year is paid in year Y+1 and includes profit-sharing. (1) It should be noted that this is an estimated value. The shares shall only vest following a vesting period of three years beginning as from the (2) allocation date. The number of shares that vest will depend on the fulfilment of three performance conditions, measured at the end of the three-year vesting period: two conditions linked to financial performance – EBITDA growth (for 35%) and organic sales growth (for 35%) – and a CSR-related condition (for 30%). Calculated prorata until the end of his term as Deputy Chief Executive Officer on July 18, 2017. (3) Not applicable. N/A: Annual compensation Jérôme Bédier received annual compensation comprising a fixed portion. In respect of 2017, his annual fixed compensation amounted to a gross 317,183 euros (calculated prorata until the end of his term as Deputy Chief Executive Officer on July 18, 2017). Performance share plan In accordance with the 14 th resolution adopted by the Shareholders’ Meeting of May 17, 2016, on the recommendation of the Compensation Committee, the Board of Directors decided at its meeting on July 27, 2016 to approve a performance share plan for some 950 Group employees, comprising a maximum total of 1,950,000 shares (representing 0.26% of the share capital). Under this plan, on the recommendation of the Compensation Committee, the Board of Directors decided to grant a maximum total of 50,000 performance shares to Jérôme Bédier (representing 2.55% of the shares granted and 0.0065% of the share capital). The Board of Directors decided that these shares shall only vest following a vesting period of three years beginning as from the allocation date. The number of shares that vest will depend on the fulfilment of three performance conditions measured at the end of the three-year vesting period: two conditions linked to financial performance – EBITDA growth (for 35%) and organic sales growth (for 35%) – and a CSR-related condition (for 30%). Supplementary defined benefit pension plan Jérôme Bédier was eligible to a supplementary defined benefit pension plan. The characteristics of the scheme applicable to Jérôme Bédier (eligibility conditions, methods for determining the reference compensation, rate of accrual of pension rights, caps, charges and contributions paid by the Company) are described in Section 3.4.2.3 of this Registration Document. Benefits in kind Jérôme Bédier had a company car, corresponding to a gross benefit in kind valued at 1,644 euros (calculated prorata until the end of his term as Deputy Chief Executive Officer on July 18, 2017).