Carrefour - 2017 Registration Document

MANAGEMENT’S DISCUSSION AND ANALYSIS AS OF DECEMBER 31, 2017 Parent company financial review 2017 REGISTRATION DOCUMENT | CARREFOUR 4. 190 Income appropriation 4.6.3 It is recommended that the Shareholders’ Meeting appropriate distributable income as follows: Net loss for the year (€4,160,459,740.65) Allocation to the legal reserve - Retained earnings at December 31, 2017 €5,437,446,555.38 Income available for distribution €1,276,986,814.73 2017 dividends paid out of distributable income €356,351,793.06 Balance of retained earnings after allocation €920,635,021.67 The amount of retained earnings after appropriation of 2016 net income was increased by the amount of the 2016 dividends that were not paid on treasury shares. In the event of a change in the number of shares eligible for dividends with respect to the 774,677,811 shares comprising the share capital at December 31, 2017, the total dividend amount would be adjusted and the amount allocated to retained earnings would be determined on the basis of the dividends actually paid. The total dividend amount of €356,351,793.06, which represents a dividend of €0.46 per share before payroll taxes and the 21% withholding tax (prélèvement obligatoire non libératoire) stipulated in Article 117 quater of the French general tax code (Code général des impôts), qualifies, for individuals who are resident in France for tax purposes, for the 40% tax relief described in Article 158-3-2 of the French general tax code, if the taxpayer elects to be taxed at the progressive income tax rate. It is recommended that the Shareholders’ Meeting offer each shareholder the option to receive the dividend payment: in cash; ● or in new Company shares. ● The new shares, if the option is exercised, will be issued at a price equal to 90% of the average opening prices listed during the 20 trading sessions on Euronext Paris prior to the date of this Shareholders’ Meeting, less the amount of the dividend that is the subject of this resolution and rounded up to the nearest euro cent. Such issued shares would carry dividend rights as of January 1, 2018 and rank pari passu with the other shares in the Company’s share capital. Shareholders may opt for payment of the dividend in cash or in new shares from June 21, 2018 to July 4, 2018 inclusive, by sending their request to the financial intermediaries that are authorised to pay the dividend or, for Registered Shareholders listed in the issuer-registered accounts held by the Company, to its authorised representative, Société Générale, CS 30812, 44308 Nantes Cedex 03, France. For shareholders who have not exercised their option by July 4, 2018, the dividend will be paid in cash. For shareholders who have not opted for payment in shares, the dividend will be paid in cash on July 13, 2018. For shareholders who have opted for a dividend payment in shares, the settlement by delivery of shares will take place on the same date. As required by law, the dividends paid per share for the three preceding financial years and the amounts eligible for tax relief under Article 158-3-2 of the French general tax code are set out below: Financial year Gross dividend paid Dividends eligible for 40% tax relief Dividends not eligible for 40% tax relief 2014 €0.68 €0.68 - 2015 €0.70 €0.70 - 2016 €0.70 €0.70 -