French Société anonyme with share capital of Euro 810,360,174 Registered office: 58 avenue Emile Zola, 92100 Boulogne-Billancourt - France Regsitered at the Nanterre Trade and Companies Registry under number 381 844 471 REPORT OF THE BOARD OF DIRECTORS ON THE DRAFT RESOLUTIONS PRESENTED TO THE ORDINARY GENERAL MEETING ON MONDAY, NOVEMBER 27, 2017 To the Shareholders, We have called you to an Ordinary General Meeting to submit the following resolutions for your approval: 1. Ratification of the cooptation of Laurent Vallée as director; 2. Ratification of the cooptation of Marie Cheval as director : 3. Ratification of the cooptation of Raphaëlle Pezant as director ; 4. Exceptional distribution of a sum to be drawn from the «Additional paid-in capital» account 5. Powers to carry out the formalities. The purpose of this report is to comment on these draft resolutions, the full text of which has also been made available to you. This report is also available on the Company s website (www.carmila.com) as provided for in the regulations in force. Update on corporate affairs since the beginning of 2017 Since the beginning of the 2017 financial year, the Company merged with and into Carmila SAS on June 12, 2017 and carried out an aggregate capital increase (issue premium included) of Euro 628,603,200. The Company also conducted its activities as outlined in the Company s interim financial report at June 30, 2017, and the press release published on October 24, 2017 by the Company on its activities in the third quarter of 2017. 1. RATIFICATION OF THE COOPTATION OF DIRECTORS (FIRST, SECOND AND THIRD RESOLUTIONS) The draft First to Third Resolutions concern the ratification of the cooptation of Laurent Vallée as director to replace Jérôme Bédier who resigned, as decided at the Board of Directors meeting on September 4, 2017, and of the cooptations of Marie Cheval and Raphaëlle Pezant as directors, to replace Anne Carron and Marie-Noëlle Brouaux, who resigned, as decided at the Board of Directors meeting on October 3, 2017. 1
You are invited pursuant to these resolutions to ratify their cooptations for the remaining term in office of each of their predecessors as follows: - for Laurent Vallée, until the General Meeting to be convened to approve in 2020 the financial statements for the financial year ending on December 31, 2019, - for Marie Cheval, until the General Meeting to be convened to approve in 2020 the financial statements for the financial year ending on December 31, 2019, - for Raphaëlle Pezant, until the General Meeting to be convened to approve in 2019 the financial statements for the financial year ending on December 31, 2018, Please find in the appendix to this report biographical information concerning Laurent Vallée, Marie Cheval and Raphaëlle Pezant. 2. EXCEPTIONAL DISTRIBUTION OF A SUM TO BE DRAWN FROM THE «ADDITIONAL PAID-IN CAPITAL» ACCOUNT (FOURTH RESOLUTION) The Company previously announced a dividend policy in respect of the 2017 financial year of Euro 1.50 per share, with an interim payment in the fourth quarter of 2017 of 50% of the aggregate amount. For the record, the balance of «Additional paid-in capital» account stood at Euro 1,966,086,782 at June 30, 2017. You are therefore invited pursuant to the Fourth Resolution to approve the exceptional distribution of a sum of Euro 101,295,021.75, or Euro 0.75 per share, to be drawn in its entirety from the «Additional paid-in capital» account. If, when the issue premium is paid out, the Company were to hold any of its own shares, such shares would not receive the aforementioned distribution and the corresponding amounts would remain allocated to the issue, merger and contribution premiums account. This distribution will be made on November 30, 2017. You are requested to approve decisions to: - grant full powers to the Board of Directors to adjust the aggregate amount of the distribution to the total number of shares in issue at the end of the accounting day of November 29, 2017, which would then be determined based on the distribution actually paid out - authorise the Board of Directors to draw the amounts required for the aforementioned distribution from said account - grant the Board of Directors full powers to record formally, where appropriate, the amount of the distribution actually paid out. 3. POWERS TO CARRY OUT LEGAL FORMALITIES (FIFTH RESOLUTION) This resolution is a customary resolution concerning the grant of the powers necessary to carry out the publications and legal formalities related to the general meeting. 2
* * * * We kindly request that you carefully read through the draft resolutions presented to you by the Board of Directors, approve them and demonstrate your trust in it to perform all the actions to be taken to implement each of the resolutions submitted for your approval. The Board of Directors. 3
Appendix Information concerning Laurent Vallée whose cooptation as a director is proposed for ratification at the Ordinary General Meeting on Monday, November 27, 2017 First name and Surname Laurent Vallée Age 46 Business address 33 avenue Emile Zola, 92100 Boulogne-Billancourt Career history Laurent Vallée is a graduate of the ESSEC business school, the IEP (Institute of Political Studies) and a former ENA (prestigious civil service training institute) student. His career began with the Conseil d État, France s supreme administrative court, where he was Government Commissioner and Constitutional Adviser to the Government s Secretary-General. From 2008 to 2010, he worked as a lawyer for Clifford Chance, before being appointed Head of Civil Affairs at the French Ministry of Justice in April 2010. He was General Counsel of the Canal+ Group from 2013 until 2015, and from March 2015, he served as Secretary-General of the French Constitutional Court. On August 30, 2017, he joined the Carrefour group as General Secretary. In this role, he has responsibility for the Legal Department, the Sustainable Development Department, the Public Affairs Department, the Audit Department and the Carrefour Foundation. Current corporate appointments Director, Strategy and Investment Committee member and Audit Committee member of Carmila Delegate General of the Carrefour Foundation Corporate appointments held in the past five financial years (between January 1, 2012 and December 31, 2016) None (excluding those terms in office stated above) 4
Information concerning Marie Cheval whose cooptation as director is proposed for ratification at the Ordinary General Meeting on Monday, November 27, 2017 First name and Surname Marie Cheval Age 43 Business address 33 avenue Emile Zola, 92100 Boulogne-Billancourt Career history Marie Cheval is a graduate of the Paris Institute of Political Studies and of ENA (prestigious civil service training institute). In 1999, Marie Cheval joined the Inspection Générale des Finances. From 2002 until 2011, she held a variety of duties at the Le Groupe La Poste Group, including Head of Financial Services Strategy at La Poste, and then La Banque Postale, Head of Sales and Marketing (2006-2009), then Head of Operations at La Banque Postale (2009-2011). In 2011, Marie Cheval joined the Société Générale Group as Head of Global Transactions and Payment Services. She was appointed Chief Executive Officer of Boursorama in 2013. Marie Cheval joined the Carrefour Group on October 2, 2017 as Executive Head of Customers, Services and Digital Transformation. She has responsibility for the Group and for France of its digital transformation, customer marketing, digital commerce, data, financial services and commercial services. In this role, the Group Services, Data and Customers, the Group Strategic Marketing, the France E- commerce and Customer Data, the France Digital Transformation, the France Executive Management and Banking and the France Insurance Departments all report to her. Director and member of Carmila s Remuneration and Nomination Committee Current corporate appointments Director and Chairman of the Audit Committee of FNAC Darty Director of Laurent Perrier Corporate appointments held in the past five financial years (between January 1, 2012 and December 31, 2016) (excluding those terms in office stated above) Director and Chief Executive Officer of Boursorama Director of Sogecap Director of Visa France Chairman of the Supervisory Board of OnVista Bank GmbH 5
Member of the Supervisory Board of OnVista (Holding) AG Chairman of the Board of Directors of SelfBank Chairman of the Board of Directors of Talos Holding Chairman of the Board of Directors of Talos Securities 6
Information concerning Raphaëlle Pezant whose cooptation as director is proposed for ratification at the Ordinary General Meeting on Monday, November 27, 2017 First name and Surname Raphaëlle Pezant Age 40 Business address Career history 33 avenue Emile Zola, 92100 Boulogne-Billancourt After graduating from the HEC business school, Raphaëlle Pezant began her career in human resources with LVMH in New York. She then moved into compensation and benefits consulting, working with Andersen in New York, before joining Towers Perrin in Paris. From 2007 to 2012, she was Head of Compensation and Benefits at Exane BNP Paribas. She joined the Carrefour group in 2012, initially as Group Head of Remuneration, then as Group Head of Remuneration, Employee Benefits and International Mobility since 2014. Current corporate appointments Director and member of Carmila s Remuneration and Nomination Committee Corporate appointments held in the past five financial years (between January 1, 2012 and December 31, 2016) None (excluding those terms in office stated above) 7