Carrefour - 2017 Registration Document

3 CORPORATE GOVERNANCE Statutory Auditors' special report on regulated agreements and commitments CARREFOUR | 2017 REGISTRATION DOCUMENT 167 Agreements and commitments already approved by the shareholder’s meeting Agreements and commitments authorized in previous years and having continuing effect during the year In accordance with Article R. 225-30 of the French Commercial Code, we have been informed that the following agreements and commitments, authorized in previous years by the Shareholders’ Meeting, have had continuing effect during the year. Investment agreement and shareholders’ agreement with Colony Capital Acquisitions LLC Persons concerned Mr. Thomas J. Barrack, Company director until May 17, 2016 and managing director of Colony Capital LLC, the management company of Colony Capital Acquisitions LLC and Mr. Nadra Moussalem, Company director between May 17, 2016 and March 8, 2017 and Chairman of Colkart S.A.S., signatory company of the shareholders’ agreement. Nature and purpose At its meeting on January 15, 2014, the Board of Directors authorized the signing of an investment agre ement with, notably, Colony Capital Acquisitions LLC. Terms and conditions This agreement defines the terms and conditions of the transfer of Carrefour assets and the terms and conditions of investments by Carrefour and other investors, including Colony Capital Acquisitions LLC, in a new company, Carmila; this agreement also included a shareholders’ agreement signed 16 April 2014. Following the signature of the final agreement between the parties on January 24, 2014, Carmila, dedicated to enhancing the value of the shopping malls adjacent to Carrefour hypermarkets in France, Spain and Italy became the owner of a portfolio of 171 shopping malls. These agreements became null and void following the merger and acquisition of Carmila SAS by Cardety on 12 June 2017. Syndicated loans with a syndicate of banks including BNP Paribas Person concerned Jean-Laurent Bonnafé, Company director and director and CEO of BNP Paribas. Nature and purpose At its meetings on July 30 and October 15, 2014, the Board of Directors authorized the signing of an amendment to a syndicated loan dated April 4, 2012 and a new agreement to replace agreements dated July 23, 2010 and November 21, 2011, with a syndicate of banks including BNP Paribas. Terms and conditions Revolving Facility Agreement signed on 22 January 2015 A €2,500 million syndicated loan agreement (Revolving Facility Agreement) accompanied by a €1 billion security line of credit (Swingline) was signed on January 22, 2015. Following the exercise of the two extension options of the January 22, 2015 contract, (effective extensions in January 2016 and in January 2017) its term expires in January 2022. Interest payable on amounts drawn is calculated at EURIBOR plus an initial margin of 0.275% for the revolving facility and at EONIA plus an initial margin of 0.275% and mandatory costs for the swingline facility. The initial margin of 0.275% is adjusted according to a credit margin 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 facility drawn (fee representing between 0.10% and 0.40% of the amount drawn). If the line of credit is not drawn, Carrefour must pay a non-utilization fee equal to 35% of the applicable margin (35% of the 0.275% margin adjusted, if applicable, according to the credit margin grid). As of December 31, 2017, this line of credit was not drawn by the Company. Revolving Facility Agreement signed on April 4, 2012, modified by an amendment dated July 31, 2014 The syndicated loan agreement (Revolving Facility Agreement), as modified, now provides for a revolving line of credit of €1,400 million. The term of the agreement expires on April 2019. Interest payable on amounts drawn is calculated at EURIBOR plus an initial margin of 0.30%. This initial margin of 0.30% is adjusted according to a credit margin 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 facility drawn. If the line of credit is not drawn, Carrefour must pay a non-utilization fee equal to 35% of the applicable margin (0.30% margin adjusted, if applicable, according to the credit margin grid). This agreement was replaced by a new Revolving Facility Agreement signed on 2 May 2017. The new agreement is submitted for the approval of the Shareholders meeting to approve the account for the financial year closed on 31 December 2017. Commitments given by the Company in favor of Mr. Georges Plassat, Chairman and Chief Executive Officer until July 18, 2017, in the event of termination of his duties Person concerned Georges Plassat, Chairman and Chief Executive Officer until 18 July 2017. Nature and purpose At its meeting on April 29, 2015, the Board of Directors approved the financial conditions to be applied in the event that Mr. Georges Plassat’s duties are terminated. Terms and conditions In the event of termination of his duties as Chairman and Chief Executive Officer, except in cases of removal for serious misconduct or wrongful acts or following a change in his appointment within Carrefour Group, the Chief Executive Officer will be entitled to receive a settlement payment of an amount equal to one year’s fixed and target variable remuneration (excluding other kinds of remuneration and especially remuneration paid under a long term incentive plan), it being specified that reaching the age limit set out in the Carrefour Articles of association does not constitute an exclusion for the purposes of the settlement payment.