Changes to the composition of the Board of Directors

Press release,

Massy, 13 March 2024

Changes to the composition of the Board of Directors following the

Board of Directors’ meeting held on 13 March 2024

Carrefour's Board of Directors met today and, based upon the recommendations formulated by the Governance Committee, took the following decisions:

1.   The Board of Directors decided to propose to the next Shareholders’ Meeting, to be held on 24 May 2024, to renew the terms of office as Directors of Cláudia Almeida e Silva, Aurore Domont, Patricia Moulin-Lemoine, Philippe Houzé, Stéphane Israël, Stéphane Courbit and Arthur Sadoun for a period of three years, until the Shareholders’ Meeting called to approve the financial statements for the year ending 31 December 2026.

2.   The Board of Directors further decided to co-opt Eduardo Rossi, as a Director, to replace Abilio Diniz, for the remainder of the latter's term of office, until the Shareholders’ Meeting called to approve the financial statements for the year ending 31 December 2024. The ratification of this appointment will be proposed to the Shareholders’ Meeting to be held on 24 May 2024.

3.   The Board of Directors also decided to propose to the Shareholders’ Meeting to be held on 24 May 2024 the appointment of Marguerite Bérard, as a Director, for a term of office of three years, until the Shareholders’ Meeting called to approve the financial statements for the year ending 31 December 2026. Subject to the shareholders’ approval, she would join the Audit Committee as an independent Director.

4.   Finally, the composition of the Committees of the Board of Directors evolved as follows:

(i)     Flavia Buarque de Almeida joined the Strategic Committee;

(ii)   Sylvie Dubois, Director representing employees, joined the CSR Committee;

(iii) Frédéric Barrault, Director representing employees, joined the Remuneration Committee.

The composition of the Board Committees is now as follows: 

Audit Committee (proportion of independent directors: 75%)

Chairman: Stéphane Israël (Lead Independent Lead Director).

Members: Philippe Houzé, Cláudia Almeida e Silva (Independent Director) and Marie-Laure Sauty de Chalon (Independent Director).

Remuneration Committee (proportion of independent directors : 100% ^([1]))

Chairman: Stéphane Courbit (Independent Director)

Members: Stéphane Israël (Lead Independent Director), Charles Edelstenne (Independent Director) and Frédéric Barrault (Director representing employees).

Governance Committee (proportion of independent directors : 60%)

Chairman: Charles Edelstenne (Independent Director)

Members: Flavia Buarque de Almeida, Philippe Houzé, Aurore Domont (Independent Director) and Arthur Sadoun (Independent Director).

CSR Committee (proportion of independent directors: 66% ⁽¹⁾)

Chairwoman : Aurore Domont (Independent Director)

Members: Patricia Moulin Lemoine, Cláudia Almeida e Silva (Independent Director) and Sylvie Dubois (Director representing employees).

Strategic Committee

Chairman: Alexandre Bompard 

Members: Flavia Buarque de Almeida, Philippe Houzé, Stéphane Courbit (Independent Director) and Stéphane Israël (Lead Independent Director).