Carrefour - 2017 Registration Document

7 INFORMATION ABOUT THE COMPANY Information on the capital CARREFOUR | 2017 REGISTRATION DOCUMENT 327 Description of the share buyback programme approved by the Shareholders’ Meeting of June 15, 2017 Date of the Shareholders’ Meeting that approved the share 1. buyback programme and implementation decision: Approval of the programme: Shareholders’ Meeting of June 15, 2017. Implementation decision: Board of Directors’ Meeting of June 15, 2017. Number of shares and percentage of capital held directly or 2. indirectly by the issuer: At May 31, 2017, the Company held 9,568,539 treasury shares, i.e., 1.27% of the share capital. Purposes for which shares are held by the Company: 3. 9,471,539 treasury shares are used to cover stock option plans and 97,000 treasury shares are held by the Company through the liquidity agreement. Objectives of the share buyback programme: 4. Purchases will be made, in descending order of priority, to: engage in market making activities with respect to Carrefour ● shares through an investment services provider, in the context of a liquidity agreement conforming to the professional rules approved by the French financial markets authority (Autorité des marchés financiers); fulfill any stock option plan in respect of the Company, free ● share allocation or other forms of allocation of shares, to employees or corporate officers of the Company or a Group company; allot or exchange shares, upon the exercise of rights attached to securities giving access to share capital; cancel shares; engage in any market making activities that may be recognised by law or the French financial markets authority. The purchase, sale or transfer of shares may be carried out and paid for by any means, on one or more occasions, on the open market or through a private transaction, including the use of option mechanisms, derivatives – in particular the purchase of call options – or securities giving a right to shares of the Company, under the terms set forth by the market authorities. Moreover, the maximum portion of capital that can be bought, sold or transferred as blocks of securities may extend to the entire share buyback programme. The Company may not use the authority granted by the Shareholders’ Meeting of June 15, 2017 and continue to implement its share buyback programme in the event of a tender offer involving shares or other securities issued or initiated by the Company. Maximum percentage of capital, maximum number and 5. characteristics of the shares the Company intends to acquire and maximum purchase price: The maximum purchase price per share is 45 euros and the maximum number of shares that may be purchased is 75,623,515 (representing approximately 10% of the share capital at December 31, 2016). The total amount that the Company may use to buy back its own shares may not exceed 3,403,058,175 euros. Given that the Company already held 9,568,539 treasury shares at May 31, 2017, representing 1.27% of the share capital as of that date, the maximum number of shares that may be purchased under this authorisation is 66,054,976. Term of the share buyback programme: 6. Eighteen months from June 15, 2017 pursuant to the authorisation granted at the Shareholders’ Meeting, i.e., until December 14, 2018. Transactions carried out by way of acquisition, disposal or 7. transfer under the previous share buyback programme: Percentage of capital held directly and indirectly by the Company (in shares and as a percentage) at the beginning of the previous programme on May 17, 2016 8,965,320/1.21% Number of shares cancelled over the past 24 months Number of shares held at May 31, 2017 (in shares and as a percentage) 9,568,539/1.27% Gross book value of the portfolio (in euros) 235,961,104 Market value of the portfolio (in euros) 222,420,689