Carrefour S.A. Annual Report 2023

Plain-text annual report

Universal Registration Document Annual Financial Report 2023 3 2 0 2 T R O P E R L A I C N A N I F L A U N N A T N E M U C O D N O I T A R T S I G E R L A S R E V I N U CONTENTS 1 2 3 4 PRESENTATION OF THE CARREFOUR GROUP 1.1 Group profile – executive summary 2023 1.2 Trends – global challenges and development opportunities 1.3 Strategy & progress – the Carrefour 2026 plan 1.4 Business model – stakeholders and activities 1.5 Performance 1.6 Simplified legal chart CORPORATE SOCIAL RESPONSIBILITY AND PERFORMANCE NFPS 2.1 Non‑financial policies, action plans and performance 2.2 Carrefour’s Duty of Care Plan 2.3 Green taxonomy APPENDIX: Regulatory templates 2.4 Reporting methodology and verification of information 5 6 16 20 35 45 52 53 56 121 168 178 184 CORPORATE GOVERNANCE AFR 203 Governance summary 3.1 A balanced governance structure 3.2 The Board of Directors 3.3 Group Executive Committee 3.4 Compensation and benefits granted to Company Officers 3.5 “Comply or Explain” rule of the AFEP‑MEDEF Code 3.6 Transactions in the Company’s shares carried out by Company Officers 3.7 Related‑party agreements referred to in Articles L. 225‑38 et seq. of the French Commercial Code RISK MANAGEMENT AND INTERNAL CONTROL 4.1 Risk management 4.2 Internal control system 4.3 Legal and arbitration proceedings 204 207 214 243 248 261 262 263 265 266 284 294 5 6 7 8 9 BUSINESS REVIEW AS OF DECEMBER 31, 2023 5.1 Business review and consolidated income analysis 5.2 Group financial position and cash flows 5.3 Outlook 5.4 Other information 5.5 Glossary of financial indicators 5.6 Parent company financial review CONSOLIDATED FINANCIAL STATEMENTS AS OF DECEMBER 31, 2023 AFR 6.1 Consolidated income statement 6.2 Consolidated statement of comprehensive income 6.3 Consolidated statement of financial position 6.4 Consolidated statement of cash flows 6.5 Consolidated statement of changes in shareholders’ equity 6.6 Notes to the consolidated financial statements 6.7 Statutory Auditors’ report on the consolidated financial statements CARREFOUR SA FINANCIAL STATEMENTS AS OF DECEMBER 31, 2023 AFR 7.1 Income statement 7.2 Balance sheet 7.3 Statement of cash flows 7.4 Notes to the Company financial statements 7.5 Statutory Auditors' report on the financial statements INFORMATION ABOUT THE COMPANY AND THE CAPITAL 8.1 Information about the Company 8.2 Information about the capital 8.3 Shareholders ADDITIONAL INFORMATION 9.1 Publicly available documents 9.2 Person responsible 9.3 Person responsible for the financial information 9.4 Persons responsible for auditing the financial statements 9.5 Information incorporated by reference 9.6 Concordance tables 295 296 301 304 305 312 313 317 318 319 320 322 324 325 422 425 426 427 428 429 448 451 452 455 462 465 466 466 466 467 467 468 The elements of the Annual Financial Report are identiﬁed using the pictogram AFR The elements of the Non-Financial Performance Statement are identiﬁed using the pictogram NFPS www.carrefour.com Universal Registration Document 2023 Annual Financial Report The French language version of this Document d'Enregistrement Universel (Universal Registration Document) was ﬁled on April 28, 2023 with the Autorité des Marchés Financiers (AMF), as competent authority under Regulation (EU) 2017/1129, without prior approval pursuant to Article 9 of said regulation. This Universal Registration Document may be used for the purposes of an offer to the public of securities or admission of securities to trading on a regulated market if completed by a securities note and, if applicable, a summary and any amendments to the Universal Registration Document. The whole is approved by the AMF in accordance with Regulation (EU) 2017/1129. This Universal Registration Document, including the annual ﬁnancial report, is a reproduction of the official version which has been prepared in ESEF format and is available on the issuer’s website, www.carrefour.com. UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 1 2 2023 WAS A YEAR OF ACCELERATION FOR CARREFOUR. Amid intense pressure on purchasing power, We also stepped up the consolidation of our both in Europe and in Latin America, our new businesses, both in energy, with the roll- Group managed to step up its strategic plan out of our solar panels, and in real estate, thanks on all fronts, pursuing its growth trajectory in to our partnership in France with Nexity, to reap its key economies. Reﬂecting this commercial the full value of our assets. momentum, our Carrefour-branded products continued to grow in popularity, and customer satisfaction rose by 4 points at Group level. Lastly, 2023 saw faster progress on our corporate social responsibility plan, with our CSR index reaching 110%. We placed particular emphasis At the same time, our digital transformation took on our initiatives for people with disabilities on a new dimension, with e-commerce growing among both employees and customers, on by 26%, well ahead of the market, and with women’s health in the workplace, and on particularly strong performances in Brazil and France. 2023 also saw the launch of Unlimitail, our retail media joint venture with Publicis, and witnessed the JV’s ﬁrst commercial successes, signalling our European leadership in this fast- growing segment and our determination to take advantage of new business opportunities. 2 0 2 3 m a r k e d a m a j o r m i l e s t o n e f o r strengthening the Group’s local roots in Brazil, with the integration of Grupo Big, making Carrefour the undisputed leader in this key market. Our targeted acquisition strategy also resulted in the ﬁrst major acquisition in France for over 20 years, that of the Cora and Match diversity of origins, so as to continue making Carrefour a more united and inclusive group. In this respect, the successful launch of our ﬁrst employee share ownership plan, Carrefour Invest, attests to our employees’ support for the Group’s project and our commitment to involve them more closely in Carrefour’s value creation and growth trajectory. I would like to thank our employees and franchise partners for their unwavering commitment. Their passion and dedication have been key to navigating the year’s challenges and continuing to deliver exceptional service to our customers. banners, whose network and business model These achievements reflect our ambition to are highly complementary to our own and will remain at the forefront of food retail, while broaden our regional footprint and consolidate being a responsible and committed player in our commercial momentum. the communities we serve. Alexandre Bompard Chairman and Chief Executive Officer UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 3 4 1 PRESENTATION OF THE CARREFOUR GROUP 1.1 Group profile – executive summary 2023 1.1.1 Facts and figures 1.1.2 Business overview 1.1.3 Operating regions 1.1.4 History of the Group 1.1.5 Our raison d'être 1.1.6 Highlights 1.1.7 Carrefour, Premium Partner of the Paris 2024 Olympic and Paralympic Games 1.2 Trends – global challenges and development opportunities 1.2.1 Ongoing inflation and impacts on purchasing power 1.2.2 Developing alternative forms of consumption 1.2.3 The transition to sustainable agriculture 1.2.4 Climate change and energy efficiency 1.2.5 The rise of digital commerce 1.2.6 Employment and inclusion 1.3 Strategy & progress – the Carrefour 2026 plan 1.3.1 Making the best available to all our customers 1.3.2 Building a cutting‑edge group 1.3.3 A competitive value‑creating model 1.4 Business model – stakeholders and activities 1.4.1 Summary of the business model 1.4.2 Creating shared value 1.4.3 Description of our business 1.5 Performance 1.5.1 Summary of 2023 financial performance 1.5.2 Summary of 2023 stock market performance 1.5.3 Summary of 2023 non‑financial performance 1.6 Simplified legal chart 6 6 7 7 8 13 13 15 16 16 17 17 18 18 19 20 20 28 33 35 35 36 38 45 45 46 48 52 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 5 1 PRESENTATION OF THE CARREFOUR GROUP Group profile – executive summary 2023 1.1 Group profile – executive summary 2023 1.1.1 FACTS AND FIGURES Operating an extensive multi‑format and omni‑channel network, Carrefour is one of the world’s leading food retailers. Its 14,930 stores and e‑commerce sites welcome 80 million customers every year. The Group continued to develop franchising in France and set up operations in three new countries through master franchise agreements, in line with its objective of entering ten new markets by 2026. The Group, which has 305,333 employees in eight countries (France, Spain, Italy, Belgium, Romania, Poland, Brazil and Argentina), reported 92,614 million euros in gross sales in 2023, an increase of 10.4% like‑for‑like (LFL). Recurring operating income came to 2,264 million euros, a decrease of 4.7% at current exchange rates, and up 9.8% at constant exchange rates and comparable scope of consolidation and accounting standards. In an unprecedented inﬂationary environment, Carrefour conﬁrmed the strength of its commercial strategy and the attractiveness of its model, posting good performances in Europe, particularly in France, Spain and Belgium, thanks to a series of initiatives aimed at easing customers’ cost‑of‑living constraints, including anti‑inﬂation baskets of essential goods at ﬁxed prices, targeted price reductions and more, and the effective monitoring of its operations. Carrefour’s acquisition of the 60 hypermarkets and 115 supermarkets under the Cora and Match banners was its ﬁrst major deal in France in more than 20 years and consolidated its leadership in the French food retail market. In Spain, Carrefour also strengthened its position with the acquisition of 47 supermarkets and convenience stores from the El Corte Inglés group. Carrefour Brazil completed the conversion of the Grupo BIG stores, which are ramping up swiftly, despite the deﬂationary local environment. In the ﬁrst half, the Group completed the sale of its stake in Carrefour Taiwan for approximately 1 billion euros. The year was shaped by the implementation of the Carrefour 2026 strategic plan, reﬂected in very strong growth in own‑brand sales, which now represent 36% of total food sales, the roll‑out of the “Maxi” method in European hypermarkets and supermarkets, and the launch of Eureca, the Group’s European purchasing platform. The Group’s digital model made signiﬁcant progress thanks to the launch with Publicis of the Unlimitail joint venture, which aims to become a leader in European retail media. The Group’s e‑commerce business saw further vigorous growth, with a 26% increase in GMV, and its digital transformation continued, with the growing use of tech, data and AI solutions. The Group remains actively committed to its main CSR pillars, particularly regarding waste, the climate, and diversity and inclusion, and is giving focused attention to disability, a major cause in the Carrefour 2026 strategic plan. Its CSR and Food Transition Index, which reﬂects the rate of achievement of annual targets in this area, came to 110% at the end of 2023. 2023 was a remarkable year in terms of cash ﬂow generation, with net free cash ﬂow of 1,622 million euros Carrefour’s strengthening of its balance sheet and liquidity since 2018 has proved effective against the backdrop of macroeconomic uncertainties and rapid changes in food retailing. 6 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com 1.1.2 BUSINESS OVERVIEW Present in more than 40 countries worldwide, Carrefour operates directly in eight countries in Europe (France, Spain, Italy, Belgium, Romania and Poland) and Latin America (Brazil and Argentina). Together, France, Spain and Brazil account for 80% of consolidated gross sales. In these geographies, Carrefour is developing its integrated store network while putting increasing emphasis on franchising and lease management, two models that Carrefour sees as underpinning its future development. In Asia, the Middle East, Africa and other geographies, the Group works with local partners who are managing and expanding a network of stores under Carrefour banners. In 2023, the Group had 14,930 Carrefour‑banner stores worldwide. 8,865 of them are franchised stores in the eight countries in which it directly operates (of which 5,336 in France) and 2,543 are managed by international partners, i,e., a total of 11,408 are operated by a third party. formats, from hypermarkets and supermarkets The Carrefour group serves its customers through a full range of retail to convenience stores, soft discount, cash & carry outlets and the "club" format with the banner Sam’s Club. Its omni‑channel structure gives customers the option of shopping in‑store, ordering online, having their shopping home delivered or picking up their purchases from a sales outlet or a Drive. PRESENTATION OF THE CARREFOUR GROUP Group profile – executive summary 2023 In France, the Carrefour group had 6,035 stores under its banners at year‑end 2023, of which 5,841 in mainland France and 194 through partners in overseas territories. They break down into ﬁve formats: 253 Carrefour hypermarkets, 1,037 Carrefour Market supermarkets, 4,561 convenience stores (Carrefour City, Carrefour Contact, Carrefour Express, Bio c' Bon, etc.), 151 Promocash cash & carry outlets and 33 Supeco soft discount stores. In Europe (excluding France), Carrefour had 6,162 stores under its banners at the end of 2023, (4,959 operated directly in the ﬁve host countries and 1,203 through partners). They included 469 hypermarkets, 2,139 supermarkets, 3,445 convenience stores, 12 cash & carry outlets and 97 Supeco soft discount stores. The Group is also a leading retailer in Latin America, where its multi‑format store base in the two growth markets of Argentina and Brazil comprises 223 hypermarkets, 212 supermarkets, 631 convenience stores, 387 cash & carry outlets and 83 Supeco soft discount stores. Carrefour also operates 1,146 stores with local franchisee partners in other regions around the world (Asia, the Middle East, Africa, etc.). 1.1.3 OPERATING REGIONS Carrefour group 14,930 stores around the world France 5,841 stores * Belgium 707 stores Poland 841 stores Romania 447 stores Argentina 651 stores Brazil 936 stores Spain 1,474 stores Italy 1,490 stores Other 2,543 stores Integrated countries/regions Franchised countries/regions Taiwan** * Metropolitan France. ** On June 30, 2023, Carrefour announced that it had completed the sale of its 60% stake in Carrefour Taiwan to Uni-President. UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 7 1 2 3 4 5 6 7 8 9 1 PRESENTATION OF THE CARREFOUR GROUP Group profile – executive summary 2023 1.1.4 HISTORY OF THE GROUP 1959 The Carrefour Supermarchés company was created following a meeting between Marcel Fournier, owner of a novelty shop in Annecy, and the Badin-Defforey business, a grocery wholesaler in Lagnieu. 1966 The Carrefour logo was created to mark the opening of the hypermarket in Vénissieux, near Lyon. It depicted the first letter of the word Carrefour placed in the middle of a diamond with the left half coloured red and the right half coloured blue, with black lines above and below. 1970 To finance its growth, Carrefour was listed on the Paris Stock Exchange, a first for the retail sector. 1973 Carrefour expanded internationally and explored new markets, opening its first stores in Spain under the Pryca banner, followed by Brazil in 1975. 1963 France’s first hypermarket was opened at Sainte-Geneviève-des-Bois, in the Paris region. The first of its kind, this 2,500 sq.m. self-service hypermarket offered a vast choice of products at low prices and had 400 free parking spaces. 1976 To offer its customers more affordable products, Carrefour reinvented its business and started to sell its own products. This was the beginning of produits libres (unbranded products) in plain packaging that would go on to revolutionise the consumer products business. 1981 Carrefour created the PASS card, a credit card and customer loyalty card rolled into one, which was an immediate success. Just three years after its launch, 200,000 customers had PASS cards and had used them for more than four million transactions. 1982 Changes in legislation and new consumer habits encouraged international development, which led to store openings in Argentina and then, in 1989, in Taiwan. 1992 Carrefour developed a new relationship with the agricultural industry by creating a completely new type of partnership, “Carrefour Quality Lines”. The same year, Carrefour ushered in the era of organic products in retail with its “Boule Bio” organic bread. 1993 1996 The Group inaugurated its first stores in Italy and then, in 1995, in China. The first partnerships with Food Banks were set up to redistribute food approaching its use-by date to those in need. 1997 Carrefour continued to expand internationally, opening its first stores in Poland. At the same time, the Group created its “Reflets de France” brand for products based on traditional French recipes. 8 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com PRESENTATION OF THE CARREFOUR GROUP Group profile – executive summary 2023 1998 As the 1990s drew to a close, the Group underwent significant change and brought together various banners. After signing an agreement in 1997 with Guyenne & Gascogne, Coop Atlantique and the Chareton group, Carrefour purchased Comptoirs Modernes in October 1998, acquiring more than 700 stores operating under the Stoc, Comod and Marché Plus banners. 1999 On August 30, Carrefour submitted a friendly tender offer for the shares of Promodès, a company founded in 1961 by two Normandy families with a background in wholesale trade, the Duval-Lemonniers and the Halleys. The merger between Carrefour and Promodès, authorised by the European Commission in 2000, resulted in the creation of the world’s second-largest retailer. The new Carrefour employed 240,000 people and had more than 9,000 stores throughout the world. 2013 Carrefour joined forces with the CFAO group, establishing a joint company to develop various formats of Carrefour stores in West and Central Africa. The same year, the Group launched an asset modernisation programme. During the programme’s first year, 49 hypermarkets and 83 supermarkets were renovated and remodelled in France. 2007 The Group strengthened its presence in many countries between 2000 and 2010, either through controlled expansion or targeted acquisitions, including in France and Romania (Hyparlo, Artima, Penny Market), Belgium (GB), Poland (Ahold), Italy (GS), Brazil (Atacadão), Argentina (Norte) and Spain (Plus). 2008 Carrefour initiated a major renovation programme in its stores, converting its Champion supermarkets, for example, to the Carrefour Market banner. In record time, the 1,000 French stores were rebranded to offer a wider range of products and services, a simplified customer path through the aisles, and the benefits of the Carrefour loyalty programme. 2014 To gain more control over its ecosystem, Carrefour partnered with institutional investors to create Carmila, a company dedicated to revitalising the shopping centres adjacent to its hypermarkets in France, Spain and Italy. The year was also shaped by the acquisition of the Dia network and the integration of 128 Coop Alsace stores in France, the acquisition of 53 Billa supermarkets and 17 Il Centro stores in Italy and the sale of a 10% stake in its Brazilian subsidiary to Península, designed to strengthen the Group’s local roots in Brazil. 2016 Carrefour continued to expand its network, with the development of its convenience banners and the acquisition of Billa supermarkets in Romania and Eroski stores in Spain. In addition, the Group acquired Rue du Commerce and Greenweez in France and launched new e-commerce operations in China, Poland, Argentina and Brazil. 1 2 3 4 5 6 7 8 9 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 9 1 PRESENTATION OF THE CARREFOUR GROUP Group profile – executive summary 2023 2018Carrefour reinvented its business model and started to implement the Carrefour 2022 transformation plan inspired by its ambition to become the world leader in the food transition for all by 2022. The idea is to enable everyone to eat better at affordable prices by offering healthy, safe, balanced foods produced using sustainable and socially responsible farming methods. To achieve its ambition, Carrefour is creating an omni-channel universe in which its online presence is closely integrated with its physical store network and the emphasis is on quality food, available everywhere at any time. Carrefour acquired the So. Bio banner and launched a global advertising campaign of unprecedented proportion: Act for Food. 2019 Carrefour celebrated its 60th anniversary. Pursuant to the “Pacte” law adopted by the French Parliament, the Group included a raison d’être (see Section 1.1.5) in its Articles of Association. This measure, adopted at the Shareholder’s Meeting on June 14, 2019 on the recommendation of the Board of Directors, was taken to support Carrefour in fully embracing its ambition to become the world leader of the food transition for all by 2022. The Group sold its businesses in China. 2020 In response to the Covid-19 epidemic, the Group fulfilled its mission as a food distributor while protecting its employees and customers. The health crisis confirmed the relevance of Carrefour’s strategic choices in favour of the food transition, local purchasing, the link between food, health and the environment, low prices and e-commerce. Carrefour also adopted a new customer- oriented approach in 2020, with an emphasis on revitalising customer traffic and driving comparable growth, notably by deploying the 5/5/5 method, which makes customer satisfaction central to all of the Group’s initiatives. Lastly, Carrefour pursued its strategy of making targeted,value- creating acquisitions (acquisitions of Italy-based Sorgente Natura, leader in organic products, and of a 49% stake in Ewally, a Brazilian fintech company). 2021 Carrefour set itself the goal of becoming a global leader in digital retail by 2026, by placing digital and data at the heart of its strategy. Its transformation into a digital retail company will be based on four key drivers, presented at the Group’s Digital Day on November 9, 2021: acceleration of e-commerce; ramp-up of data and retail media activities; digitisation of financial services; and transformation of traditional retail operations through digital. The new model will be a powerful accelerator of growth, market share and financial performance for the Group. 2022 The Group launched its new strategic plan – Carrefour 2026. It aims to give all its customers access to the very best and invent the Group of tomorrow, drawing on its raison d’être, its commitment to the food transition for all, and its digital- based omni-channel model. (see Section 1.3 of this Universal Registration Document) + The highlights of 2023 and the first quarter of 2024 are presented in Section 1.1.6 of this Universal Registration Document. 2023 Carrefour celebrated the 60th anniversary of the opening of its first hypermarket in the southern Paris suburb southern Paris suburb of Sainte-Geneviève-des-Bois, a ground-breaking store format in France at the time. Carrefour signed an agreement to acquire the Cora and Match stores by the summer of 2024. 10 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com PRESENTATION OF THE CARREFOUR GROUP Group profile – executive summary 2023 Our business model Our challenges digital technology Duty to provide affordable healthy food An evolving agricultural model New eating behaviours Consumer behaviours transformed by Limited natural resources More intense competitive pressure Production Animal husbandry Logistics Processing facilities Farming Production facilities Warehouses Fishing Order fulfillment centers Convenience stores Cash & carry Stores Specialty banners (organic, soft discount, etc.) Distribution & services Hypermarkets Supermarkets E-commerce Carrefour.com, marketplace & Drive apps, walk-in Drive, home delivery, express delivery, quick commerce Services Banking and insurance, travel, vehicle hire, package pick-up/drop-off, postal network 1 2 3 4 5 6 7 8 9 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 11 1 PRESENTATION OF THE CARREFOUR GROUP Group profile – executive summary 2023 Our assets Broad geographic footprint Ability to adapt to production and consumption modes Our skilled employees Responsible and multicultural approach Capital and resources Creating shared value for our stakeholders L A T I P A C L A T I P A C L A I C N A N I I F & C M O N O C E L A U T C E L L E T N I & N A M U H L A T I P A C L A N O I T A L E R D N A L A R U T A N L A T I P A C L A T N E M N O R I V N E → 14,930 stores and 2,623 Drive outlets worldwide → Over 40 host countries (1) → €92,614 million in gross sales → €2,632 million in other income (ﬁnance companies, real estate development, leases) → €198 million in ﬁnancial income → €405 million in dividends paid to parent company shareholders → €4,439 million of income and other taxes → €1,606 million in payroll taxes → €608 million in ﬁnancial expenses Shareholders/investors, public authorities/ local governments → 305,333 employees worldwide (2) → 300 job families → Act for Change managerial programme → 1 worldwide e-commerce site → 45.2 million loyalty cardholders → 15 international partnerships → 2,593 production facilities in Europe → 46,000 partner producers → Strategic partnerships and alliances → €6,750 million budget allocated by the Carrefour Foundation → €7,373 million in wages, salaries and payroll taxes → Employee Net Promoter Score® (NPS®) measured → 69% of employees accessing a training session during the year → 1,161 social audits performed at our suppliers → 28% women in key, top-level positions → 33% under-30 youth employment rate → 4.3% employment of people with disabilities → 18.9 million fans on social media → 22,238 Net Promoter Score® (NPS®) responses in 2023 (vs. 16,615 in 2022) → €72,420 million in purchased merchandise and services → 16,872 CQL partner producers → €5.3 billion in sales of products certified as sustainable Employees → 48 million meals distributed to food banks → 77 projects supported by the Carrefour Foundation Consumers/Professionals Supply chain intermediaries Service providers → Fossil and renewable energies → Use of different materials such as plastic, cardboard, etc. → Use of natural resources from oceans, forests, land and other ecosystems → Water consumption (1) including franchises (2) at integrated stores → 38.3% reduction in CO2 emissions (vs. 2019) → 69.8% of store waste recovered → -35.7% reduction in food waste (vs. 2016) → 60.9% sales of ﬁshery and aquaculture controlled products and produced using sustainable practices → 20,738 tonnes of packaging avoided since 2017 Local communities and civil society 12 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com PRESENTATION OF THE CARREFOUR GROUP Group profile – executive summary 2023 1.1.5 OUR RAISON D'ÊTRE At the Shareholders’ Meeting of June 14, 2019, the Group presented its raison d’être, a statement enshrined in its Articles of Association that reasserts leading the transition for all by promoting healthier, more affordable food, while supporting the agricultural transition and helping to preserve the planet’s resources: its commitment to “Our mission is to provide our customers with quality services, products and food accessible to all across all distribution channels. Thanks to the competence of our employees, to our broad territorial presence and to our ability to adapt to sustainable production and consumption modes, our ambition is to be the leader of the food transition for all.” Alexandre Bompard, Chairman and Chief Executive Officer March 1: Carrefour launched Potager City, its new fresh local produce banner, and opened its first two stores in Paris. Inflation and cost of living 1.1.6 HIGHLIGHTS Highlights of 2023 Food transition ■ ■ ■ ■ ■ innovative commercial February 1: Carrefour signed an agreement with Bel Group to support the food and climate transition. It contains a series of measures that is respectful of the dairy sector and consistent with the climate transition and 1.5°C trajectory. February 2: Carrefour France organised the first “Plant Tasting Week” in its stores to promote the consumption of plant proteins. June 15: Carrefour organised the Le champs des rencontres event which allows its customers to visit its Food Transition Pact partners' farms. September 6: Carrefour created an international coalition with seven industrial partners to drive faster sales of plant‑based alternatives. Development and offers ■ ■ ■ ■ ■ ■ February 17: Carrefour expanded into Mongolia with its partner Altan Joloo, opening two stores – a hypermarket and a supermarket – in Ulaanbaatar. April 14: Carrefour and MoneyGram joined forces to extend Carrefour’s financial offer to customers in the form of a money transfer service in Europe and Latin America. April 27: Carrefour announced the takeover of Cora’s activities in Romania. May 9: Carrefour expanded into Israel with the opening of around 50 franchise stores. July 6: Carrefour and Nexity joined forces on 76 sites in France in a project to develop the Group’s real estate portfolio. July 12: Carrefour announced the acquisition of the Cora and Match banners, consolidating its leadership in food retailing in France. 1 2 3 5 6 7 8 9 ■ ■ ■ ■ ■ September 20: Carrefour strengthened its position in Spain with the acquisition of 47 supermarkets and convenience stores in the Madrid, Catalonia, Andalusia and Valencia regions. October 31: Carrefour completed the acquisition of 10 Cora hypermarkets and 9 Cora Urban stores in Romania. November 7: The Carrefour banner entered Bulgaria by extending the partnership with Greek franchisee Retail & More. 4 November 21: Carrefour announced a new partnership with the JIP Retail group in the Czech Republic. November 30: Carrefour and Nexity created the Villes et Commerces property venture. ■ ■ ■ ■ January: Carrefour Belgium decreed a 100‑day price freeze on 100 products. March 14: Carrefour France created an anti‑inflation basket of 200 products priced at an average of 2 euros in all stores. September 29: Carrefour began a cost‑price fuel promotion in its hypermarkets, running until the end of 2023. December 4: Carrefour the Purchasing Power launched Guarantee in partnership with CNP Assurances to help its customers cope with unavoidable expenditure in the event of a sudden loss of purchasing power. Anti‑waste ■ ■ ■ March 29: Carrefour became the first French retailer to obtain the national “anti‑food waste” label, awarded to its Montesson hypermarket. March 31: Carrefour launched the first recycling kiosks in France, combining circular economy and purchasing power support. October 12: Carrefour Belgium reaffirmed its commitment to the fight against food waste and the recovery of waste through a new series of initiatives (awareness‑raising in stores, recovery of expired products and waste, donations, etc.). UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 13 1 PRESENTATION OF THE CARREFOUR GROUP Group profile – executive summary 2023 Inclusion and diversity Teams and employees ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ April 3: Carrefour announced plans to step up its support for people on the autism spectrum on the occasion of World Autism Awareness Day (April 2). May 16: Carrefour France programme to promote reading among children. launched the Reading for All June 15: The Carrefour group announced the three winners of the Disability Innovation Challenge competition at VivaTech. The winning solutions aim to improve the in‑store experience for customers with disabilities. ■ ■ ■ January 30: In partnership with GymLib, Carrefour France offered its employees free access to more than 300 sports and wellness activities in over 4,000 partner facilities. March 1: Carrefour launched Carrefour Invest, an international employee share ownership plan open to employees in the Group’s eight integrated countries. April 19: Carrefour made a commitment to women’s health at work, notably by granting 12 additional days’ leave each year to women suffering from endometriosis. June 23: Carrefour partnered with Fondation Le Refuge to provide material support and help marginalised young LGBT+ people find jobs. October 17: Carrefour stocked its shelves with products from the Café Joyeux brand, which seeks to find employment for people with Down syndrome or autism spectrum disorder in mainstream workplaces. December 14: The Group joined the Executive Committee of the One In Three Women network, which works to eradicate violence against women across Europe. December 15: Carrefour opened its first store in France fully accessible to people with disabilities, in the northern Paris suburb of Villeneuve‑la‑Garenne. The brand has implemented ten initiatives ranging from guide strips on the floor and special trolleys to a bell in the bulk section and audio recordings of ingredients to optimise the customer experience for people with disabilities. Solidarity From January 11 to February 4: Carrefour took part in the Pièces Jaunes (“Yellow Coins”) donation campaign for hospitalized children in France. ■ July 28: Carrefour enhanced the system designed to enable volunteer firefighters among its employees to fight forest fires. Digitalisation and artificial intelligence ■ ■ ■ ■ ■ March 14: Carrefour announced the opening of a new virtual store on the Rakuten marketplace, allowing the two partners to bolster their presence in the e‑commerce market. April 17: Carrefour and Uber Eats bolstered their partnership with the nationwide launch of a “full‑shop” service and the chance to earn Carrefour loyalty points on Uber Eats. June 8: Carrefour adopted OpenAI technologies and launched a shopping experience using generative AI to make everyday purchases easier for customers. launched June 15: The Carrefour and Publicis groups Unlimitail, with 13 founding partners, to tap into the booming retail media market. October 17: Grocery delivery service Takeaway.com expanded its grocery delivery service in partnership with the Carrefour Belgium supermarket chain. Energy and biodiversity From January 17 to February 27: Carrefour supported the Boîtes à bonheur (“Happy Boxes”) donation campaign in aid of French non‑profit Secours Populaire. From February 9 to February 20: Carrefour supported the victims of the earthquakes in Turkey and Syria with the French Red Cross and its partners in the international Red Cross and Red Crescent movement. From February 21 to March 12: Carrefour took part in the Restos du Cœur national collection drive in France. ■ ■ ■ April 6: Carrefour Énergies reached the milestone of installing 100 electric vehicle charging points, setting the pace for France’s network of charging points. July 21: In terms of its new water‑saving plan, Carrefour undertook to reduce water consumption in its stores in France by 10% by 2025. December 1: Carrefour teamed up with HysteCo, the European leader in hydrogen mobility, to roll out hydrogen filling stations in the Greater Paris region. From June 13 to July 16: Carrefour 12th Boucles du Cœur collection drive in France. took part in the Governance August 24: Carrefour joined forces with Secours Populaire for its Journée des oubliés des vacances to give disadvantaged children the chance to go on holiday. September 14: Carrefour supported earthquake in Morocco Alimentaire. the in partnership with the Banque the victims of ■ ■ March 23: The Board of Directors of the Carrefour group aligned its governance with the Carrefour 2026 plan and renewed Alexandre Bompard’s term of office ahead of term. August 31: Alexandre de Palmas was appointed Executive Director of Carrefour France and Elodie Perthuisot, Executive Director of Carrefour Spain. ■ September 18: Carrefour launched the Carrefour Solidarity employee engagement programme. 14 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com PRESENTATION OF THE CARREFOUR GROUP Group profile – executive summary 2023 ■ ■ ■ ■ ■ ■ ■ Highlights of first‑quarter 2024 1.1.7 January 15: The Group teamed up with Netflix to launch the Carrefour Plus pilot subscription programme in Rouen and Bordeaux. This is Netflix's first partnership with a retailer. all Subscribers receive both Carrefour‑branded products Standard subscription with ads. 10% discount on a Netflix and a CARREFOUR, PREMIUM PARTNER OF THE PARIS 2024 OLYMPIC AND PARALYMPIC GAMES January 24: Carrefour announced the acquisition of 31 former Casino stores in France. These stores represent 94,000 sq.m., or 0.3% of the food retail space in France. January 26: Carrefour Énergies entered into a partnership with Octopus Energy and pursued its initiatives to support the energy this collaborative venture, Carrefour is able to offer its customers electricity that is ultra‑competitive, green and French. environmental transition. Through and For the ﬁrst time in the history of the Games, a leading food retailer is sponsoring the world’s premier sporting event. Central to this partnership are Carrefour’s raison d’être, the food transition for all, the Group’s unique ability to involve all French people in this event through its stores and e‑commerce sites, its deep commitment to the Olympic values of dedication, team spirit and self‑improvement, and its determination to make the Games simple, sustainable and inclusive. The Group’s teams and franchisees are all on board with this major corporate project. March 5: Carrefour announced its action plan to promote diversity of origins within the Group. Under the slogan "Nourrir tous les espoirs" ("Feeding all hopes"), the partnership involves: March 13: Carrefour's Board of Directors changed its composition, in particular with the appointment of Eduardo Rossi to replace Abilio Diniz and the recommendation to appoint Marguerite Bérard at the Shareholders’ Meeting of May 24, 2024. March 21: Carrefour launched "Restart", a project accelerator in support of responsible consumption. March 26: Carrefour announced that it had entered into an agreement to buy back 25 million of its own shares - representing around 3.5% of its capital - from Galfa, a subsidiary of Motier. Following the transaction, Galfa's stake in Carrefour will represent 7.71% of the capital and 13.3% of the voting rights. This share repurchase is part of Carrefour's 700 million euro share buyback program for 2024. The Board of Directors of Carrefour unanimously approved transaction after obtaining the opinion of Cabinet Finexsi on its fairness. The (2) will be paid over the next few sale price of 365 million euros days, and the repurchased shares will be delivered after the ex‑dividend date, in the days following the Annual General Meeting on May 24, 2024. the (1) Galfa has indicated that there will be a six‑month lock‑up period for its shares in Carrefour, subject to customary exceptions, and that it has decided to extend the maturity of call options on 10 million Carrefour shares until December 2025. ■ ■ ■ a commitment to supplying fresh, organic produce to the Athletes’ Village to prepare meals for the athletes, thereby raising the profile of French products and promoting a more sustainable diet; a brand project leveraging the values of sport to promote health through food, the value of work, social advancement and inclusion; a commercial project with a number of promotional highlights. Carrefour is developing exclusive collections for a wide variety of official product families under licence from Paris 2024 (textiles, stationery, back‑to‑school products, etc.). The Carrefour Foundation is also committed to providing 150,000 euros per year for two years to support the French Paralympic and Sports Committee’s ESMS & Clubs programme, which promotes sport for people with disabilities and aims to increase the number of beneﬁciaries from 2,000 today to 3,500 by 2025 thanks to 150 additional projects. To give meaning to and fully embody this partnership, Carrefour has surrounded itself with a team of 17 athletes, including Gilles Anthony Afoumba, a Carrefour employee who will be taking part in the Paris 2024 Olympic and Paralympic Games with the Congolese team. These top athletes all embody the banner's values of performance, healthy eating and inclusion. Internally, Carrefour has used the Olympic momentum to promote sport among its employees. The banner has motivated its employees by organising a Health in the Workplace Week and a sports competition, the Grand Tournoi. In addition, since January 2023, all Carrefour employees have had free access to a wide range of sports and wellness activities in the Gymlib network of ﬁtness centres, without the limitations and costs of annual subscriptions. (1) (2) The directors concerned did not take part in the vote in accordance with the applicable legal provisions. After deducting approximately 22 million euros corresponding to the dividends on shares sold. UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 15 1 2 3 4 5 6 7 8 9 1 PRESENTATION OF THE CARREFOUR GROUP Trends – global challenges and development opportunities 1.2 Trends – global challenges and development opportunities Societal change, the pressure of environmental emergencies and ongoing uncertainty are fuelling a sweeping transformation of business models inherited from the 20th century. The food retailing industry is being reshaped by numerous paradigm shifts, which have been gaining momentum due to the spate of crises (health, geopolitical, energy) over the past ﬁve years. 2023 was marked by the persistence of high inﬂation and tension on the food supply chain caused by climate change. This has made consumers keen to protect their purchasing power while at the same time looking for food options that are simultaneously good for their health, good for farmers and good for the planet. They increasingly prefer to buy local. This makes it essential to to their changing behaviour and understand and adapt expectations in terms of affordable prices, new eating habits, faster digital transformation of consumption patterns and prioritising of short circuits. It has become more urgent than ever to rethink the food industry model in order to protect limited natural resources, encourage energy efficiency and meet new consumer demands. A global shift towards healthy diets from sustainable food systems would protect the planet and improve the health of billions of people . The food and climate transitions are interconnected and are both major challenges of the 21st century. (1) 1.2.1 ONGOING INFLATION AND IMPACTS ON PURCHASING POWER Reconciling the duty to provide healthy food with affordability is a global issue. Access for all to quality food in sufficient quantities has been undermined by the disorganisation of global supply chains and the scarcity of resources due to the health and geopolitical environment. Together, these factors sparked an increase in food prices in the last two years. In 2023, 52% of low‑income countries, 88% of lower‑middle‑income countries and 81% of upper‑middle‑income countries recording rates in the double digits. 67% of above 5%, many of them high‑income countries have also experienced high food price inﬂation. In real terms, food price inﬂation exceeded overall inﬂation in three‑quarters of the 166 countries studied by the World Bank (2) . 2023 was shaped by particularly high inﬂation in Europe and Argentina, with strong pressure on consumer purchasing power and negative volumes in the Group's main markets. Europe experienced record inﬂation in the ﬁrst half, which peaked in the second quarter. Inﬂation then eased across the board in the third quarter, with consumer prices broadly stable from the start of the summer . 53% of Europeans, regardless of their income, look for ways to save money when shopping (up from 41% in 2022) (3) and 36% want to buy more retailer own brands – with 84% of people believing that they are of similar or better quality than national brands. As a result, the market share of own brands in (4) Europe has increased by an average of 1.9% . In France, households adjusted their purchasing behaviour, turning more to own brands and promotions, but also having to (5) cut back on certain purchases . They have also done more to avoid food loss and waste. All sections of the population are worried about inﬂation, even the wealthiest. Nearly nine out of ten French people say they are feeling its effects in their daily lives, and 69% believe that the change in their consumption habits will be permanent, even once the period of high inﬂation is over (6) . The retail industry is playing an active role in the ﬁght against the high cost of living. In March 2023, after consultation with the government, it undertook to launch an “anti‑inﬂation quarter”, during which a range of everyday food products was sold at preferential prices. This operation, which began in March, was extended until December 2023. (1) (2) (3) (4) (5) (6) Source: Summary report from the EAT‑Lancet Commission, “Healthy Diets from Sustainable Food Systems”, 2020. Source: Food Security Update, World Bank, November 2023. Source: Carrefour group financial publications Source: The State of Grocery Retail 2023, Europe, McKinsey & Company, EuroCommerce for Retail & Wholesale, March 2023. Source: Les grandes surfaces alimentaires, Conjoncture et prévisions 2023‑2024 (Food retail: current situation and forecasts for 2023‑2024), Xerfi, October 2023. Source: L’inflation, et après ? (Inflation, what now?), Toluna & Harris Interactive, April 2023. 16 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com PRESENTATION OF THE CARREFOUR GROUP Trends – global challenges and development opportunities 1.2.2 DEVELOPING ALTERNATIVE FORMS OF CONSUMPTION (1) At a global level, the dual objective of the food transition is to meet strong growth in demand while providing the whole population with access to a healthy diet. 735 million people suffer from hunger worldwide, an increase of 122 million people since 2019 . In total, almost half of the world’s population has a nutrient‑deﬁcient diet. Transitioning to the planetary health diet (or a ﬂexitarian diet, i.e., plant‑based supplemented with small amounts of ﬁsh, meat and dairy foods) could prevent an estimated 11 million premature deaths per year and unsustainable is emerging as the most environmental damage . Food powerful way to optimise both physical health and environmental sustainability. (2) People have become highly aware of the imbalance. Over the past few years, this awareness has brought about new behaviours and an emphasis in developed countries on quality over quantity, taste and authenticity, healthy, seasonal, pesticide‑free and environmentally‑friendly products, as well as a rise in alternative diets. In addition, through their purchasing decisions, shoppers are expressing a multitude of expectations that extend beyond health issues to cover production conditions, including more local and circular consumption to reduce waste, fair prices on products in order to ensure adequate compensation for farmers, and also concern for animal welfare. Global surveys show that recent crises have not changed these trends. In fact, amid prevailing uncertainty, 63% of consumers (3) worldwide believe food consumption to be a socially conscious act and a means of achieving social goals. A full 71% have changed their eating habits, with 67% opting for a healthier diet comprising healthy products that are all natural or free of additives, colourings and preservatives. Other than health, 48% of those surveyed place a priority on local ingredients and 36% on environmental stewardship. Accordingly, 68% prefer to buy food from their region or nearby, and 59% prioritise products with a low carbon footprint. Almost 50% of consumers want to be informed on what they eat and 56% say they cook more. More than four out of ten consumers are concerned about animal welfare; 39% have reduced their consumption of animal protein or adopted a ﬂexitarian diet since 2020. In France, people say they are concerned about the impact of their diet on their health. A total of 69% are concerned about the presence of endocrine disruptors, and look for production processes that safeguard the environment and animal welfare. In terms of eating habits, 17% are ﬂexitarians, 10% follow a “free” diet (salt‑free, sugar‑free, gluten‑free, lactose‑free) and 7% avoid . 18‑30 red meat (vegetarian, vegan, fruitarian, pescetarian) year olds have embraced alternatives with even greater enthusiasm: 25% of them are ﬂexitarians, 6% pescetarians, 4% vegans and 4% vegetarians. Some 65% would like to eat a more plant‑based diet consisting primarily of fruit, vegetables and pulses, which 78% believe would help prevent certain diseases (5) and be good for general public health . (4) 1.2.3 THE TRANSITION TO SUSTAINABLE AGRICULTURE The world’s food and agricultural systems face three major challenges as the 21st century gets further under way. (6) First, demand for food is constantly increasing. UN projections put the global population at around 8.5 billion in 2030 and 9.7 billion in 2050, an increase of 1.7 billion compared with 2022 . Due to this population growth and the effects of the Covid‑19 pandemic, more than 3 billion people are unable to . Second, intensive and industrial farming afford a healthy diet methods have reached their limits, squeezing the planet’s resources. This issue includes freshwater use, soil depletion, chemical fertilisers and greenhouse gas emissions. Today, (7) humans use more than 70% of the Earth’s ice‑free land. One‑third of arable land is used to grow feed for livestock and 60% of the grains produced worldwide are fed to animals. About 80% of deforestation is due to agriculture, especially to clear land for soy cultivation in order to feed livestock and for oil palm trees . Using more land to produce food is therefore an impossible solution. In fact, current farming methods deplete soil fertility, and productivity decreases as a result. Third, farmers and agricultural workers worldwide are grappling with economic insecurity and vulnerability, especially in low- and middle‑income countries. (8) (1) (2) (3) (4) (5) (6) (7) (8) According to SOFI, the FAO (Food and Agriculture Organization of the United Nations) report on the state of food security and nutrition in the world. Source: Summary report from the EAT‑Lancet Commission, “Healthy Diets from Sustainable Food Systems”, 2020. Source: SIAL Insights 2022 White paper, 2022. Source: Baromètre des produits biologiques en France 2023 (Survey on organic products in France, 2023), Agence Bio and L’Observatoire Société et Consommation, 2023. Source: Les jeunes et la consommation de fruits et légumes (Young people and fruit and vegetable consumption), Survey for INTERFEL, February 2023. Source: World Population Prospects 2022: Summary of Results, 2022. Source: The State of Food Security and Nutrition in the World, FAO, 2021. Source: ELABE study, Quelle alimentation en 2049 (Which foods in 2049?), November 2019. UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 17 1 2 3 4 5 6 7 8 9 1 PRESENTATION OF THE CARREFOUR GROUP Trends – global challenges and development opportunities The objective is to provide an ever‑growing world population with a healthy diet based on fair and sustainable production systems. To achieve that, a new agricultural revolution is needed, guided by environmental science and systemic innovation, and offering alternative production methods. For example, agroecological practices extend land production potential. Even though their contribution to global production remains limited, these techniques are now becoming increasingly widespread. In 2023, there were 3.7 million organic farmers (up from 200,000 in 1999) in 191 countries. Together, they farmed a total of 76.4 million hectares (11 million in 1999), or 1.6% of the world’s agricultural land . In France, 60,483 farms were dedicated to organic farming by the end of 2022, representing 14% of farms and 16% of agricultural jobs. As a result, 2.88 million hectares were farmed organically, representing 10.7% of useful agricultural (2) land in France . (1) The organic market, worth 12.7 billion euros in France (124.8 billion euros worldwide), is in decline . While the number (3) of organic food consumers is decreasing, the real enthusiasts are stepping up their purchases: organic products account for 75% of the food consumed by nearly 25% of daily consumers of organic food, an increase of 10 points compared with 2021. Price remains the main barrier, with 94% of consumers believing that organic products cost more. However, 82% of them also recognise that organic farming contributes to preserving the environment, soil quality and water resources. The agricultural transition is supported by the people. The Covid‑19 pandemic helped bring consumers and farmers closer together. In France, 72% of consumers buy “farm‑to‑table” food products directly from producers, at farmers’ markets, at the farm, online or via cooperatives that protect small‑scale farming traditional distribution channels, (AMAP) consumers are paying greater attention to the provenance of their food, especially fruit and vegetables. . And even in (4) 1.2.4 CLIMATE CHANGE AND ENERGY EFFICIENCY (5) Demographics, urbanisation and human activity are causing large‑scale climate change that threatens the Earth’s natural balance. The sixth Synthesis Report of the Intergovernmental states that human‑induced Panel on Climate Change (IPCC) led to an unprecedented greenhouse gas emissions have warming of the climate: the global mean surface temperature has increased by 1.1°C compared with pre‑industrial levels. Socio‑economic scenarios show that global warming will reach 1.5°C by the early 2030s, regardless of immediate efforts to reduce global CO emissions. In 2015, the Paris Agreement sought to limit the increase in global temperatures to “well below 2°C by 2100”, with a global goal of less than 1.5°C. To limit global warming to 1.5°C and 2°C, we need to achieve carbon neutrality by 2050 and signiﬁcantly reduce other greenhouse gas emissions. The IPCC points out that any delay in reducing emissions will exacerbate the negative impacts. Energy savings and lifestyle changes are the key and complementary levers of 2 this transition. Today's consumers better understand the impact of human activity on the planet and call for a less wasteful, more resource‑efficient and locally focused model. The Covid‑19 pandemic and gas supply uncertainties stemming from the war in Ukraine have contributed to this collective awareness of environmental issues and the beneﬁts of more responsible consumption and lifestyles. Consumers are now working harder to reduce their environmental footprint, prioritising short circuits and adopting solutions offered by retailers, such as recyclable packaging and sustainable products. The environmental concerns of the French population were 3 points higher than in 2022, and their demand for greater action by public authorities in support of the ecological transition has also intensiﬁed. A full 82% of them believe that the ﬁght against global warming should mobilise as many resources as the Covid‑19 crisis, and 71% want society to exclusively support environmentally virtuous economic activities (6) . 1.2.5 THE RISE OF DIGITAL COMMERCE food e‑commerce has slowed since its The growth of unprecedented surge in the wake of the health crisis in 2020, but remains an underlying trend. Between 2022 and 2027, it is projected to grow by 8.6% worldwide, outpacing the 3.7% growth forecast for in‑store sales. E‑commerce is expected to account (7) for 7.9% of the food market by 2027, up from 6.3% in 2022 . Shopping has become an omni‑channel experience: consumers shop both in‑store and online (using click & collect and/or delivery services). E‑consumers also tend to frequent several banners. Different formats and value propositions are thus increasingly likely to co‑exist. (1) (2) (3) (4) (5) (6) (7) Source: The World of Organic Agriculture Statistics and Emerging Trends 2023, Research Institute of Organic Agriculture FiBL and IFOAM – Organics International, 2023. Source: https://www.agencebio.org/vos‑outils/les‑chiffres‑cles/observatoire‑de‑la‑production‑bio/. Source: The World of Organic Agriculture Statistics and Emerging Trends 2023, Research Institute of Organic Agriculture FiBL and IFOAM – Organics International, 2023. Association pour le Maintien d’une Agriculture Paysanne (French cooperatives that protect small‑scale farming). Source: Synthesis report of the sixth assessment report, IPCC, 2023. Source: Sensibilité à l'environnement, action publique et fiscalité environnementale : l'opinion des Français en 2023 (Environmental awareness, public action and taxation: French opinion in 2023), Ademe and Credoc, 2023. Source: Food and Beverage Sector Report, Edge by Ascential, March 2023. 18 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com In search of the best deals, consumers now fragment their purchases, with food e‑commerce solutions generally used for larger purchases. However, the click & collect option remains attractive: 25% of French households buy groceries through this channel every month. As the cost of living continues to rise, low‑cost own brands have seen an increase in online sales , and smartphones are becoming an increasingly important tool for managing household expenses. Some 54% of European consumers now use them to compare prices in store, and 88% are more likely to use them to ﬁnd special offers and promotions than to read customer reviews and comments (2) . (1) 1.2.6 EMPLOYMENT AND INCLUSION Diversity and inclusion have a central place in today's societies. Inclusion refers to a company’s actions to prevent discrimination on the basis of disability, age, origin, gender, sexual orientation, physical appearance, health or social status. The aim is to enable all employees to work in an open environment and to beneﬁt from and promotion opportunities, regardless of their proﬁle. In France, discrimination based on disability, physical appearance, perceived origin, sexual orientation and gender identity are the most common forms of discrimination, accounting for more than 80% of cases. recruitment, training same the The French feel that action should be taken at all levels of society (individuals, schools, families, companies and non‑proﬁts) to promote inclusion, but believe that it is primarily up to people, public authorities and businesses to effect change. While two‑thirds of employees consider their company to be inclusive, a quarter claim to have experienced discrimination, an issue which affects a full 34% of employees under 35 and 29% of women. The 18‑24 age group is leading the call for companies to play a role in inclusion. Companies do have a role to play in PRESENTATION OF THE CARREFOUR GROUP Trends – global challenges and development opportunities Artiﬁcial intelligence is also having an impact on consumer behaviour. Retailers are adopting generative AI technologies to personalise the online customer experience, with virtual assistants and conversational chatbots to provide advice. Automation continues to gain ground in warehouses and stores. Essential to the digital transformation of food retail, the European retail automation market is worth 2.5 billion euros and is expected to grow by 13% per year in the coming years to reach (3) an estimated 6 billion euros by 2030 . combating social discrimination and reducing inequality, but it is also for their own good. Diversity and inclusion are perceived as a key asset and a vector of innovation and ﬁnancial performance (4) for any organisation . Against this backdrop, diversity and inclusion departments are being set up in major companies. 2022 marked a turning point for Carrefour on D&I issues with the creation of a new Group Diversity and Inclusion Department, which reports to the Engagement Department, a unit positioned at Executive Committee level. It is tasked with implementing policies to promote diversity, both in the workplace and throughout the Group’s ecosystem, and to ﬁght all forms of discrimination. A prime example is the implementation of processes to combat sexism to encourage the employment of people with disabilities and to showcase their uniqueness within its teams. Its approach to recruiting, integrating and retaining people with disabilities is a fundamental part of the Group’s human resources policy and overall strategy. training. Carrefour also aims through speciﬁc (1) (2) (3) (4) Source: https://www.fevad.com/nielseniq‑le‑e‑commerce‑alimentaire‑reste‑a‑un‑haut‑niveau‑en‑2023‑avec‑un‑univers‑concurrentiel‑ reconfigure/. Source: 2023 Digital Trends, Retail in Focus, Econsultancy & Adobe 2023. Source: The State of Grocery Retail 2023, Europe, McKinsey & Company, Eurocommerce for retail & wholesale, March 2023. Source: Les Français et l’inclusion (The French and inclusion), OpinionWay for APICIL, March 2023. UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 19 1 2 3 4 5 6 7 8 9 1 PRESENTATION OF THE CARREFOUR GROUP Strategy & progress – the Carrefour 2026 plan 1.3 Strategy & progress – the Carrefour 2026 plan The Carrefour 2026 strategic plan has propelled the Group into a new stage of its transformation, rooted in its raison d’être, the food transition for all, and its omni‑channel Digital Retail Company model. “Carrefour 2026 is a plan to be on the offensive in markets marked by its new omni‑channel model, Carrefour is the best‑placed Group to inﬂation and climate change. With address crises and meet consumers’ new expectations. With Carrefour 2026, we are accelerating our transformation by committing ourselves to giving all our customers access to the best, building a cutting‑edge Group and consolidating our sustainable growth model.” Alexandre Bompard, Chairman and Chief Executive Officer The Carrefour 2026 plan has two pillars: 1. Commitment to making the best available to all our customers contributing to 4 billion euros in cost savings by 2026 (i.e., 1 billion euros per year); To help customers confronted by purchasing power issues and to combat climate change, Carrefour is rolling out the following initiatives: ■ ■ ■ ■ ■ placing the Carrefour own‑brand at the centre of the retail model, set to account for 40% of food sales by 2026 (vs. 33% in 2022); stepping up the development of discount store formats to hold a total of more than 470 Atacadão stores in Brazil by 2026 (200 more than in 2022) while enhancing the appeal of hypermarkets in Europe using the Maxi method; supporting sustainable agriculture to generate 8 billion euros in sales of certified sustainable products by 2026 (40% more than in 2022), (1) supporting the Group’s top 100 suppliers in aligning with a 1.5°C trajectory by 2026, failing which Carrefour commits to delisting them; continuing with e‑commerce initiatives and the target of 10 billion euros in e‑commerce GMV (Gross Merchandise Value) by 2026. 2. Building a cutting‑edge Group To further improve its performance, the Group is innovating in terms of organisation, new businesses and social initiatives: ■ operational processes are being transformed through digital developments and an organisational redesign, ■ ■ ■ ■ ■ an ambitious energy policy is under way, targeting major energy savings of 20% in 2026 vs. 2019 for the Group (target already reached in France one year ahead of schedule, with a 22% reduction by end‑2023), and the generation of nearly 1 TWh of electricity per year from 2027 in France, Spain and Brazil; a joint venture with Publicis, Unlimitail, is created with the aim of making it a leading European retail media company; value enhancement for the Group’s real estate assets is sought through the development of mixed‑use real estate projects in France and the creation in Brazil of the largest private property company in South America; inclusion approach is being reaffirmed the Group’s through a proactive policy to promote diversity of origins plus a target of employing 15,000 employees with a disability in 2026 (50% more than in 2022); the Carrefour Invest employee share ownership plan, open to all employees, has enabled more than 30,000 of them to become shareholders in the Group. Of the funds raised, 37 million euros will be used finance environmental and social projects. to In support of this new value‑creating ambition, the Group: ■ ■ increased its annual investment budget to 2 billion euros (from 1.7 billion euros); has targeted net free cash flow above 1.7 billion euros by 2026. 1.3.1 MAKING THE BEST AVAILABLE TO ALL OUR CUSTOMERS Customer satisfaction is the Group’s compass. It is measured based on the three main pillars of trust, service and convenience, which are reﬂected in Key Performance Indicators (KPIs) such as increased by the Net Promoter Score 4 points in 2023. Thanks to the commercial successes of recent years, the Group has a loyal and rapidly expanding customer base. This is a key reason for continuing our transformation, anticipating new market trends and offering our customers appropriate solutions. (NPS ). The NPS ® ® ® Given the inﬂationary environment and climate emergency, consumers in 2023 were concerned with maintaining their purchasing power without giving up on healthy and responsible eating. Carrefour acts to shield its customers against crisis conditions by developing its own brands and its discount formats as well as targeted initiatives such as capped prices and anti‑inﬂation baskets. The Group also seeks to lead the way in responsible retailing, through stronger support for sustainable production and commitments on climate and biodiversity. (1) Organic, Carrefour Quality Lines, agroecology, sustainable fishing (ASC/MSC), sustainable forest sourcing (FSC). See section 2.1 Biodiversity of the Non‑Financial Statement. 20 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com PRESENTATION OF THE CARREFOUR GROUP Strategy & progress – the Carrefour 2026 plan It responds to present‑day challenges with concrete solutions, helped by the digital revolution. Carrefour’s commitment on the food transition for all is attuned more closely than ever to its customers’ concerns and the changing shape of society. 1.3.1.1 A distinctive and rationalised offering, reflecting our raison d’être has extended the use of the Nutri‑Score labelling system – which classiﬁes products according to their nutritional quality – across its product portfolio. It is now used on 7,000 Carrefour‑branded products in France and Europe, including the Carrefour Bio and Carrefour Sensation Végétal ranges. Stronger support for sustainable agriculture Pride of place for own‑brand products Carrefour 2026 objective Own brands as a proportion of food sales: 40% in 2026, vs. 33% in 2022 The Group aims to make Carrefour‑branded products its commercial engine, and to increase their share to 40% of food sales by 2026. Own brands respond to purchasing power constraints while enabling consumers to continue to eat healthily; they are a strategic lever for differentiation and competitiveness. Recognised by customers for their quality, which matches that of national brands, and for their competitive prices, Carrefour’s own brands are growing in popularity. The Group is constantly expanding their range to cover all needs. In 2023, they accounted for 36% of the Group’s food sales (a gain of 3 points vs. 2022). The Carrefour brand has been voted favourite retailer own brand for the third consecutive year in France and for the ﬁrst time in Belgium. The Simpl low price range, which features up to 500 essential everyday items, is also popular. To support purchasing power, Carrefour France offered an anti‑inﬂation “essentials and nutrition” basket between March 15 and June 15, 2023 containing 200 products from its own brands at capped prices: 100 Simpl brand everyday products (including beauty and personal care products) at an average price of 1.50 euros and 100 healthy Nutri‑Score A or B products at an average price of 2 euros. Carrefour 2026 objective 50,000 partner producers by 2026 that are more respectful of Because the activities involved in producing and distributing food have a non‑negligible impact on the planet and its ecosystems and climate, practices the environment and biodiversity are essential. Carrefour supports its partners in transforming their production models to improve the sustainability of its supplies. As part of its Act For Food programme launched in 2018, Carrefour offers producers in its Carrefour Quality Lines and its organic and agroecological lines in France preferential contractual terms in exchange for more responsible practices (1) . Always listening to its customers, Carrefour is expanding the scope of Act For Food. In 2018, the offer that best reﬂected consumption trends was the organic range. The Group has become a leader in this segment in the space of ﬁve years. Today’s expectations go beyond organic food, extending to short circuits, local sourcing and a host of other quality approaches such as Reﬂets de France local products or Label Rouge quality products. Carrefour has set itself the goal of increasing the number of producers it supports in these areas to 50,000 (including 7,000 organic producers) by 2026, reasserting its position as the leading partner of the agricultural world. In 2023, the Group had 46,013 partner producers, 4,997 of whom were organic in France, Romania and Argentina (2) . The food transition for all Carrefour 2026 objective Carrefour 2026 objective Reduction of 2,600 tonnes of sugar and 250 tonnes of salt in Carrefour‑branded products by 2026 (vs. 2022) €8bn in sales of certiﬁed sustainable products by 2026 (up 40% vs. 2022) In addition, the Group is improving the composition of its own‑brand products to optimise their nutritional proﬁle in all its host countries. Ahead of legislative and regulatory change, Carrefour has been engaged since 2018 on a global campaign aimed at eliminating controversial substances from its product ingredients. Since 2022, 261 tonnes of sugar and 78 tonnes of salt have been removed from the Group's Carrefour‑branded products. This endeavour contributes to the goal of reducing volumes of sugar by 2,600 tonnes and salt by 250 tonnes by its customers with detailed 2026. Carrefour also provides information per nutritional portion, ﬁbre content, consumption frequency, etc. Since 2019, it information about its products: The Group is continuing its endeavour on quality food for all by expanding its fresh food offering, which is one of the priorities of the Carrefour 2026 plan. By 2026, Carrefour plans to double its supplies of fruit and vegetables from ultra‑short circuits (within 50 km of the store) in Europe. In addition, local stores opened under the Potager City banner in city centres in France in 2023 (see 1.3.1.2). They offer city dwellers quality fresh products at the right price, and up to 100 references on more than half of the store’s sales area, a large part of which is reserved for seasonal products. (1) (2) See 2.4 Methodological note. See 2.4 Methodological note. UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 21 1 2 3 4 5 6 7 8 9 1 PRESENTATION OF THE CARREFOUR GROUP Strategy & progress – the Carrefour 2026 plan The Group aims to become the European leader in certiﬁed sustainable products, by achieving sales of 8 billion euros in certiﬁed sustainable products, which includes certiﬁed food and non‑food organic products, Carrefour Quality Lines committed to an agroecological approach, sustainable ﬁshing (ASC‑MSC), paper and wood products with PEFC and FSC certiﬁcation, and products with environmental certiﬁcation such as EU Ecolabel. Carrefour has already made progress: in 2023, sales of certiﬁed products totalled 5.3 billion euros, an increase of 6% year‑on‑year (5.1 billion euros in 2022) (1) . ® In 1998, Carrefour also became the ﬁrst retailer in France to sell Malongo coffee, which is sourced from small producers and is a benchmark for fair trade. Other Max Havelaar -certiﬁed brands – including Alter Eco, Ethiquable and Lobodi – have gone on to ﬁnd a place on Carrefour shelves international partnerships. In 2023, sales of fair trade products totalled 123 million euros in Carrefour stores around the world. The fair trade range generated more than 1.9 million euros in premiums for cooperatives, on top of the fair purchase price paid to producers. The proceeds were used to fund initiatives ranging from scholarships and water puriﬁers to schools and maternity clinics. through To measure progress in the food transition, Carrefour has set itself the target of obtaining a minimum score of 75/100 in customers’ responses to the question “Does Carrefour help you eat better?” In 2023, the survey revealed a score of 63/100. Support for more responsible consumption trends Carrefour 2026 objective €650m in sales of plant‑based alternatives by 2026 60% of consumers believe they can make a difference through their purchasing choices. Echoing environmental concerns, the Group empowers customers to shape the future for sustainable consumption and healthy products by enabling them to join active national communities (in Spain and in France since 2020). Carrefour also its e‑commerce raises awareness among customers throughout France by displaying the environmental impact of their online orders in terms of the corresponding volume of CO they represent. In addition, the annual Les champs des rencontres event in France allows customers to visit Food Transition Pact partner farms to learn about responsible farming techniques. In 2023, four visits were organised to vegetable and pulse farms in Aube and Haute‑Garonne, to a soy farm near Toulouse and to a dairy farm in Mayenne. 2 95% of French people want businesses to become more involved in recycling. In 2023, Carrefour France installed its ﬁrst recycling kiosks for products that are generally not recycled. Customers who hand in used products receive vouchers ranging from 50 euro cents to 15 euros. All of the waste is then collected by TerraCycle. This initiative, which is unique to Europe and jointly led by ﬁve partner brands (BIC for pens, DIM for tights and stockings, Hasbro for toys, Philips for razors and toothbrushes, Tefal for frying pans and saucepans), provides a novel solution for products that many people think are difficult to recycle. Carrefour is also continuing to roll out its fully vegetarian own brand. With over 100 products, Carrefour has the most comprehensive range of own‑brand vegetarian and vegan products. Its range of “-free” products (gluten-, lactose-, etc.) is In 2023, the Group's sales of plant‑based also growing. alternatives totalled 514 million euros in Europe, and the target is 650 million euros by 2026. To encourage as many partners as possible to support this objective, Carrefour has formed a coalition with seven major industrial partners (Danone, Unilever, Bel, Andros, Bonduelle, Nutrition & Santé and Savencia) committed to achieving 3 billion euros in sales of plant‑based alternatives by 2026, through a set of joint initiatives. In order to showcase products made with plant proteins and encourage their consumption, Carrefour France held its ﬁrst “Plant Tasting Week” in February 2023, offering tastings and discount vouchers in its stores. Carrefour 2026 objective €300m in sales of bulk products and goods sold in reusable packaging in 2026 To support customers wishing to reduce single‑use packaging, Carrefour is rolling out bulk and reusable packaging extensively in its stores, a solution that is winning over a growing number of consumers. In 2023, bulk and reusable packaging sales represented 256 million euros. 1.3.1.2 Omni‑channel, a unique service proposition is stepping up Carrefour had a global sales network of nearly 15,000 stores in more than 40 countries at the end of 2023. The Carrefour 2026 plan into a the Group’s benchmark‑level omni‑channel universe, enhancing the appeal of its stores through the Maxi method, opening new discount the network of convenience stores, formats, developing e‑commerce, ﬁlling out the service offering, and developing integration between online and in‑store shopping. transformation tightening (1) Sales of national brand products with “sustainable fishing” and “sustainable forest” labels are not currently taken into account and will be added to the calculations in 2024. 22 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com formats, along with The Group’s multiple its digital developments, form a unique ecosystem capable of delivering a personalised customer experience. In addition to their traditional in off‑the‑shelf self‑service shopping, stores are function conceived as keystones of an omni‑channel Carrefour universe, as preparation centres and points for picking up goods, or, indeed, returning them for reimbursement, etc. The aim is to offer customers a seamless experience, enabling them to shop in various complementary ways, such as online ordering in different store formats, online ordering for pick‑up from a Drive location or home delivery, a simpliﬁed in‑store shopping experience thanks to digital services, development of merchant and ﬁnancial services, etc. By tying together physical stores with digital services, Carrefour develops closer interaction with its customers in all purchasing situations, providing an efficient, accessible shopping experience, a unique relationship and personalised beneﬁts. Determined to develop this competitive advantage, Carrefour has a goal of having 30% of its customers using omni‑channel solutions by 2026 (up from 11% in 2021) and is enriching its omni‑channel ecosystem with its apps, more personalised offers, better consumption solutions and the digitisation of all services, catalogues, receipts, coupons and vouchers. Accelerated deployment of discount formats time of high At a its hypermarkets and supermarkets developing discount formats to address today's purchasing power challenges. inﬂation, Carrefour is upgrading Heightened appeal for hypermarkets and super markets, through the Maxi method in France implemented Carrefour intends to strengthen its role as a bulwark against inﬂation by deploying the Maxi competitiveness and productivity method gradually its hypermarkets and supermarkets. The method is based on better operational efficiency, with an offer focused on defending purchasing power and refocusing each store on the key needs of customers in its catchment area. In 2023, the Maxi method was rolled out in a growing number of hypermarkets and supermarkets, spurring productivity improvements in the stores concerned. in all of The Maxi method is an adapted and simpliﬁed food offer, with a data‑driven redeﬁnition of product assortments, enhanced visibility and availability for the Carrefour brand and entry‑level prices, with suitable packaging. The aim of this measure is to make the shelves easier to navigate, to encourage more inventory purchases and logistics ﬂows to simpler shelving, with management and products presented on pallets and more “ready‑to‑sell” packaging. In the In & Out areas, non‑food items will be promoted through a range of trendy everyday products at very affordable prices. In 2023, Carrefour had 1,328 In & Out spaces in its hypermarkets. Its aim is to increase this number to 3,600 by 2026. simplify operations, from to PRESENTATION OF THE CARREFOUR GROUP Strategy & progress – the Carrefour 2026 plan The number of European hypermarkets also increased with the takeover of the Louis Delhaize group’s activities in Romania (10 Cora hypermarkets and 9 Cora Urban stores integrated in October 2023) and the announcement of the acquisition of the Cora and Match banners in France (60 hypermarkets and 115 supermarkets). This major transaction will consolidate Carrefour’s leadership in food retailing in France at a time when quality external growth opportunities are scarce. The Group also announced the takeover of 31 former Casino stores in January 2024. Accelerated expansion for Atacadão in Brazil Carrefour 2026 objective Over 470 Atacadão stores in Brazil in 2026 (200 more than in 2022) The Brazilian cash & carry chain Atacadão is the Group's fastest growing discount format in recent years. Atacadão offers a wide range of food and non‑food products at wholesale prices, presented on palettes and sold either by the unit or in large packages, a convenient and low‑cost model that addresses both trade customers and individuals. In a context of ongoing inﬂation, Atacadão offers concrete answers to cost of living challenges. The Group is therefore pushing ahead with its expansion, notably with plans to convert 40 hypermarkets to the Atacadão and Sam's Club banners by 2026 (20 in 2024). The conversion of BIG stores is also helping to drive organic growth. By 2026, Carrefour aims to have more than 470 Atacadão stores in Brazil. In 2023, the Group completed the conversion of Grupo BIG stores six months ahead of schedule, adding 79 stores to the Atacadão banner. The newly converted stores are growing rapidly, and the Group aims to generate synergies of 2 billion Brazilian reals by 2025. Carrefour also plans to pilot the Atacadão banner in France, with a ﬁrst store due to open in Greater Paris in 2024. Extension of Supeco in Europe Carrefour is also investing in other discount formats with the development of the Supeco banner, notably in Spain, based on the soft discount supermarket model. The Supeco network reached 130 stores at the end of 2023 with the aim of reaching 200 stores by 2026. Supeco is committed to reducing the cost of living for all customers. In 2023, the banner launched an ultra‑low‑cost offer for students, giving them a 10% discount on presentation of their student card, every day of the week and with no minimum purchase. Supeco also provided them with a comprehensive “basket” of quality food products for less than 20 euros, equivalent to ﬁve days’ worth of groceries. 1 2 3 4 5 6 7 8 9 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 23 1 PRESENTATION OF THE CARREFOUR GROUP Strategy & progress – the Carrefour 2026 plan Closer reach for the local network Unique e‑retailer offering and ecosystem Carrefour 2026 objective Carrefour 2026 objective 2,400 convenience store openings by 2026 (vs. 2022) €10bn in e‑commerce GMV (Gross Merchandise Value) by 2026 Convenience formats are another source of Carrefour’s strength. Between 2018 and 2022, they enjoyed rapid growth in all operating countries, with nearly 3,500 openings over that period. Given the growth potential of this format, Carrefour is continuing expansion here, targeting 2,400 new convenience stores by 2026 (an average of 600 new stores per year), mainly through franchising, with a focus on European countries. In France, the Carrefour City and Express in‑town banners make for highly convenient everyday shopping, even in outlying urban districts, while in rural areas Carrefour’s Market, Proxi and Contact banners give good local reach nationwide. In 2023, this network was extended under the Potager City banner, a local fresh produce format (see 1.3.1.1). The ﬁrst three stores – ultra‑specialists in fresh products but with standard supermarket prices – opened in Paris in March 2023. In this way, Carrefour is putting an emphasis on taste, providing a wide range of products, ultra‑fresh produce and short circuit options purchased directly from producers heading to or coming from Rungis. In Spain, Carrefour has signed an agreement to acquire the Madrid, 47 supermarkets and convenience stores Catalonia, Andalusia and Valencia regions. It plans to convert them to the Carrefour Market, Carrefour Express and Supeco banners. The transaction should be completed before the end of the ﬁrst half of 2024, allowing the Group to consolidate its position and diversify its store network in Spain. in The Group is also extending its local network in Eastern Europe. In Romania, Carrefour completed the acquisition of nine Cora Urban convenience stores as part of its agreement with the Louis Delhaize group. The Group also announced the arrival of the Carrefour brand and products in Bulgaria through the extension of its partnership with Greek franchisee Retail & More: 20 stores in the Bulgarian Parkmart network will be converted to the Carrefour Market and Carrefour Express banners in 2024. In addition to its multi‑format store network, Carrefour also seeks market differentiation by strengthening its e‑commerce and services offering. E‑commerce activity remained dynamic in 2023, driven by Latin America and France. Carrefour continued to win customers, posting a total e‑commerce GMV of 5.3 billion euros (up 26% vs. 2022). E‑commerce recurring operating improved signiﬁcantly in 2023 in line with the objectives set at the Digital Day. income launched In a reﬂection of the Group's digital and data‑driven culture, solutions have been implemented to better serve customers. An example is the anti‑inﬂation button, which uses artiﬁcial intelligence to suggest cheaper equivalent products than those the Group has embraced customers select. In addition, intelligence to enhance the customer generative artiﬁcial experience. Carrefour “Hopla” chatbot on carrefour.fr in June 2023, marking the ﬁrst foray of ChatGPT's technology on a retailer's website. Hopla’s role is to help customers with their day‑to‑day shopping. It can help them put together baskets of products to suit their budget or dietary requirements, or come up with meal ideas. It also features anti‑waste solutions. More than 5,000 Carrefour‑brand product data sheets have also been enriched using OpenAI technology and posted online on carrefour.fr in order to provide customers with more information. Eventually, Carrefour will use this technology for all product sheets. the Home delivery services also expanded in every Group country in 2023. As the market leader in this segment, Carrefour offers a diversiﬁed array of services to meet all use cases across the consumer spectrum, whether on its own channels or on the best marketplaces. In France, Carrefour is consolidating its leading position in the home delivery segment through its Carrefour Livré Chez Vous and its Carrefour Livraison Express services, with a 31.6% share of the market in 2023 (up 3.4% vs. 2022). Carrefour is staying one step ahead on UberEats, Deliveroo and Jow, with more than 2,000 stores connected to at least one of these platforms. Carrefour has also continued to develop new services in 2023: non‑food partnership with Rakuten, Carrefour loyalty card and launch of Carrefour XL on UberEats and click and collect via Deliveroo. 24 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com Internationally, Carrefour is also conﬁrming its home delivery expertise through its own services and with its long‑standing partners (UberEats/Cornershop, Glovo, iFood, etc.) and more recent ones (Mercado Libre in Latin America, Just Eat Takeaway in Belgium and Italy). All the Group's host countries, both integrated and managed under Master Franchise agreements, now provide customers with an e‑commerce solution. The Group also continues to innovate in a large number of other areas: Catalogues have been digitised, direct‑to‑fridge delivery is available, autonomous vehicles are now used for delivery, and the Carrefour app has been upgraded to put “all of Carrefour under one roof”, etc. Non‑food e‑commerce has not been left out. Carrefour is increasing the number of its marketplaces, speciﬁc features such as payment in instalments and extended warranties, and sales events around Black Friday. The offer combines major brands and own brands, with a selection of exclusive products sold directly or by third‑party vendors on the marketplace. The experience is designed to be omni‑channel: customers can view detailed information online, and select home delivery or in‑store collection. Carrefour is also strengthening its digital business by opening virtual stores on leading marketplaces, such as Mercado Livre in Brazil and Rakuten in France. The Group conﬁrms its objective, announced at Digital Day, of 10 billion euros in e‑commerce GMV by 2026 and a 200 million euro increase in recurring operating income from e‑commerce activities in 2026 versus 2021. Carrefour’s digital strategy is also an integral part of the Group’s social and environmental responsibility approach. Carrefour is aiming for carbon neutrality of its e‑commerce activities by 2030 (i.e., a neutral impact from click to delivery), ten years ahead of (1) the Group's overall target set for 2040 . Fuller range of services Carrefour is enriching its omni‑channel model with a range of services (Drives, home delivery, express delivery) designed not only to attract new customers but also to retain them. The Group is extending this range using digital technology to integrate it into the shopping process, leveraging customer data to better target commercial operations and control the cost of risk. To reach 30% omni‑channel customers, Carrefour will be using powerful personalisation and loyalty mechanisms, along the lines of Carrefour Spain’s unique loyalty programme and its attractive subscription offer, whose customers account for almost 70% of sales. Two of the Group’s key customer loyalty drivers are through omni‑channel programmes and customer cards development of promotions and personalised advertising. PRESENTATION OF THE CARREFOUR GROUP Strategy & progress – the Carrefour 2026 plan Carrefour has introduced new services, such as the installation of solar panels for individual customers and the supply of green power contracts. Several second life initiatives have also been launched, notably through the collection of multimedia products in certain stores or online. The Group will continue to develop its everyday services to step up their growth. Financial services are also part of Carrefour’s digital strategy, in the B2C and B2B segments alike. New solutions were introduced in 2023, including in‑store “buy now, pay later” offers and products aimed at seniors. The Group has partnered with MoneyGram, a world leader in peer‑to‑peer money transfers, to open several hundred MoneyGram counters in stores in its main host countries in Europe and Latin America. They allow Carrefour customers to send money to their loved ones in more than 200 countries and territories, securely and almost instantly. In France, Carrefour launched the Purchasing Power Guarantee, which offers its customers four insurance packages to cover their mandatory expenses in the event of an unforeseen loss of income. 1.3.1.3 Carrefour, a leader in responsible retailing To combat global warming, Carrefour is reaffirming and intensifying its commitments in support of the climate transition. Within its sector, the Group has built strong credibility on these matters, as a forerunner in the development and rigorous monitoring of a CSR and Food Transition process, visible in its stores through its successful Act for Food programme. Its Engagement department, formed is tasked with concrete pursuit of the Group’s ambitions on the environment, inclusion and solidarity. As a result, Carrefour’s diversity, non‑ﬁnancial ratings are among the best industry worldwide, with the integration of DJSI World, and a 3‑point upgrade from Moody’s. Carrefour has also maintained its AA rating from the MSCI agency and its Prime C+ rating from Oekom ISS. The Carrefour 2026 plan intensiﬁes the Group's initiatives across the board to involve its entire ecosystem, including suppliers. in 2022, in the A stance against waste The Group is helping to ﬁght all forms of waste and promote the circular economy. Carrefour 2026 objective 50% reduction in food waste by 2025 (vs. 2016) (2) Carrefour is committed to reducing in‑store food waste in line with the Consumer Goods Forum’s goal of reducing food waste by 50% by 2025 (vs. 2016). As well as improving inventory management at its stores, Carrefour also takes steps to limit the volume of unsold food products: spotlighting items that are approaching their use‑by date, transforming damaged fruit and vegetables for a second life, partnering with start‑ups to sell unsold products (Too Good To Go), etc. To avoid products being thrown out when they are still consumable, the Group is working with its suppliers to review or extend use‑by and minimum (1) (2) The action plan is differentiated according to emission sources: emissions generated by products marketed through e‑commerce, emissions gene rated by customers travelling to stores to pick up their Drive order, emissions generated by last‑mile transport, emissions generated by downstream transport to supply e‑commerce sites. See 2.1.4 Climate. See 2.4 Reporting methodology UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 25 1 2 3 4 5 6 7 8 9 1 PRESENTATION OF THE CARREFOUR GROUP Strategy & progress – the Carrefour 2026 plan durability dates. It also optimises food donations by partnering with food banks in most of its host countries. The food donated in 2023 represented the equivalent of 48 million meals. For unsold food that can no longer be eaten, Carrefour uses biomethane recycling channels. In France, Carrefour aims for 80% of catalogues to be digital by 2024, and 100% by 2026. Carrefour is stepping up responsible sourcing and developing collection, resale and rental services to support the circular economy. In France, 130 stores have a deposit system for returning containers. In France, Carrefour was the ﬁrst retailer to obtain the national “anti‑food waste” label in March 2023, awarded for its Montesson hypermarket. This label, valid for three years, recognises responsible practices in the sourcing and purchasing of food from suppliers, the marketing of food in stores and the management of unsold items and donations. By the end of 2023, ten hypermarkets and four supermarkets had obtained the national “anti‑food waste” label. Carrefour 2026 objective Clear commitment on climate and biodiversity Carrefour 2026 objective 50% reduction in Scope 1 and 2 GHG emissions by 2030 and 70% reduction by 2040 (vs. 2019) reusable, recyclable or compostable packaging by 2025 100% 20,000 tonnes of packaging 100% of waste recycled (1) by 2025 avoided by 2025 (cumulative since 2017) To lead the way in circular economy endeavours, Carrefour is taking up more resource‑efficient practices, such as waste recovery, ecodesign and recycling of plastic packaging, which is a major source of marine pollution. By 2025, the Group is committed to recovering 100% of its in‑store waste through recycling or the production of green energy, and to ensuring 100% of its own‑brand product packaging is reusable, recyclable or compostable. At the end of March 2023, Carrefour France installed recycling kiosks in the car parks of six of its stores, where customers can drop off used products that are not considered recyclable (frying pans, tights, pens, toothbrushes) in exchange for a voucher. The collected waste is taken care of by TerraCycle. This solution, which combines circular economy and purchasing power support, is a ﬁrst in Europe. Under its Zero Plastic Challenge, the Group has cut out 20,000 tonnes of packaging, reaching this target two years ahead of schedule in 2023. The wide range of innovations here include brown paper and organic cotton bags in the fruit and vegetable section, and brown paper bags at cost price (9 euro cents) at checkouts, and widespread take‑up of bulk goods and reusable packaging. In line with the goals set in 2015 by the Paris Agreement (COP21), Carrefour raised its objectives in 2021 to limit climate change, setting itself the goal of achieving carbon‑neutral stores by 2040 (across Scopes 1 and 2) and achieving carbon‑neutral e‑commerce activities by 2030. These targets for integrated stores (Scopes 1 and 2) are aligned with a trajectory consistent with a 1.5°C scenario. Taking into account direct and indirect greenhouse gas (GHG) emissions across Scopes 1, 2 and 3 combined, the Group’s commitments are aligned with a trajectory consistent with a “well below 2°C” scenario and have been validated by the Science Based Targets initiative. This objective was conﬁrmed in 2023. Ecosystem mobilisation against climate change Carrefour 2026 objective Top 100 suppliers aligned with a 1.5°C trajectory by 2026 and 20 mega tonnes of CO emissions saved by 2030 2 (2) is determined to extend The Group its climate transition responsibility beyond its scope and involve its entire ecosystem in this endeavour. The Carrefour 2026 plan invited the Group’s 100 largest suppliers to take up the 1.5°C trajectory for 2026. In what is an unprecedented commitment for the retail sector, Carrefour undertakes to delist suppliers who do not meet this condition by the end of the announced period. At the end of 2023, 44% of the Group’s Top 100 suppliers were aligned with a 1.5°C trajectory and 947,000 tonnes of CO had been avoided. 2 (1) (2) See 2.4 Methodological note. See 2.4 Methodological note. 26 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com PRESENTATION OF THE CARREFOUR GROUP Strategy & progress – the Carrefour 2026 plan livestock In March 2022, the Group announced the launch of a system of full traceability for cattle farming in Brazil, and committed to ensuring that Carrefour‑branded beef from Brazil would be guaranteed “deforestation free” by 2026. By this date, the Group will have withdrawn from all at‑risk areas and will have delisted any direct these areas. This commitment will be extended to other brands sold in Carrefour stores by 2030. The Group has also announced the creation of a Forest Committee in Brazil, made up of industry experts and Group executives, to intensify its efforts to combat deforestation international scale. Carrefour set up an at national and anti‑deforestation fund, coupled with a 10 million euro investment to ﬁnance projects that contribute to the preservation of biodiversity. located farm in The Group also signed up to the Science Based Targets for Nature programme, which guides organisations in setting ambitious science‑based targets for climate and nature. As part of this process, an initial mapping of the Group’s impacts and dependencies on diversity was performed (see Section 2.1.2 Biodiversity). Carrefour is also committed to animal welfare. Reﬂecting this, the Group has conﬁrmed that all fresh eggs marketed (own brand and national brand) will come from cage‑free hens in 2025, with 62.8% sourced in this way in 2023. Social responsibility initiatives Carrefour is asserting itself as a leader in responsible retailing, through solidarity initiatives run at all its locations. The Carrefour Foundation supports solidarity in mainland France and in French overseas departments and territories and in the Group’s other host countries. In 2023, it supported 77 projects, including ten through its Ensemble pour la Transition Alimentaire (Together for the Food Transition) call for projects, designed to provide local and regional support to non‑proﬁts. initiatives For the end of 2023 alone, the Group offered 1 million additional meal equivalents to its partner organisations. Carrefour’s support for them goes back a long way and includes: ■ ■ ■ donations of food from warehouses, in‑store collections. In 2023, the equivalent of 31.4 million meals were distributed in France and 48 million at Group level; donations of non‑food products. These amount 3,832 tonnes or 8,353,231 products; to financial patronage, through its Foundation, which notably supports the purchase of essential products. In 2024, Carrefour plans to continue its action in favour of food for all and to focus the Carrefour Foundation on the ﬁght against food insecurity among the most vulnerable. in this respect. The Group is developing climate partnerships with its most advanced suppliers In 2023, Carrefour strengthened its collaboration with Bel Group through an to promote healthy and unprecedented 360° agreement sustainable food for all and to contribute to preserving the climate. The agreement, which came into force on February 1, includes both economic and environmental objectives, which provide for monitoring the carbon footprint of Bel products at Carrefour. Carrefour 2026 objective 500 suppliers committed to the Food Transition Pact by 2030 (1) Carrefour has also created the Food Transition Pact, which commits the Group and its partner suppliers to the Food Transition for All, in order to fundamentally transform the food system on ﬁve priority issues: packaging, biodiversity, healthier choices, healthier products and the climate. Open to all Group suppliers, the Food Transition Pact provides a platform for sharing best practices and discovering new opportunities for working together. At the end of 2023, 306 suppliers were members of the Food Transition Pact. Combating deforestation and preserving biodiversity Carrefour 2026 objective 100% of sensitive products with regard to forests, animal welfare, soils, marine re sources and human rights covered by a risk mitigation (2) plan by 2030 Carrefour leads the way in biodiversity protection, and for several years now the Group has been running a wide‑reaching programme targeting all sensitive raw materials . Carrefour also spearheads the ﬁght against deforestation, as with the Group's 2010 commitment, at the Consumer Goods Forum (CGF), to the goal of zero deforestation. (3) Carrefour put an end to the systematic printing of checkout receipts in all stores back in 2021 and is continuing its work to digitalise its catalogues. To help preserve the environment, the Group offers its loyalty card or Pass card holders the option of receiving their receipt directly on the Carrefour mobile app or in their online customer space. This initiative is part of a broader approach to combat deforestation, with customers already able to consult promotions, catalogues, store vouchers and their monetary rewards balance online. (1) (2) (3) See 2.4 Methodological note. See 2.4 Methodological note. Sensitive raw materials include palm oil, wood and paper, Brazilian beef, soy, cocoa, products from responsible fishing and aquaculture, and cer tain textile raw materials (cotton, wool, cashmere). UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 27 1 2 3 4 5 6 7 8 9 1 PRESENTATION OF THE CARREFOUR GROUP Strategy & progress – the Carrefour 2026 plan The Group & France Solidarity Unit works closely with the Group's partner associations. Stores and employees get involved in their initiatives and make philanthropic contributions in the public interest. initiatives such as Through a variety of food drives, product‑sharing operations and in‑store donations, Carrefour's support extends to food banks (in all countries), Action Against Hunger (Italy), the Red Cross (Spain, Romania and Poland), Pink Ribbon (Italy and Belgium), Açao da Cidadania (Brazil), and Unicef (Argentina), etc. In France, Carrefour launched a strengthened, multi‑channel partnership in January 2023 for the Pièces Jaunes campaign, which it has supported for 20 years. For the 16th consecutive year, the Group also supported the Restos du Cœur national collection in March and responded quickly to its appeal in early September, with an exceptional donation of products. Emergency aid Supporting charities providing emergency relief represents a key part of part of Carrefour’s international activity. In 2023, following the earthquakes in Turkey and Syria, Carrefour France launched a cash collection campaign for the French Red Cross. In Morocco, Carrefour supported the victims of the earthquake in partnership with Banque Alimentaire. The Carrefour Foundation also came to the aid of the victims, with an exceptional donation for the purchase of essential foodstuffs. 1.3.2 BUILDING A CUTTING‑EDGE GROUP Innovation has been a key feature of the Group’s history and culture since it was founded in 1959. With the Carrefour 2026 plan, the Group is building on this pioneering spirit to launch a number of initiatives that are unprecedented in European Retail: simplifying its organisation, extending franchising, stepping up actions on social inclusion and upward mobility, developing new its digital and business real‑estate assets, and materialising its energy production potential. lines through the optimisation of 1.3.2.1 A simpler and more efficient organisation Carrefour 2026 objective Transformation of operating processes to generate cost savings of €4bn euros by 2026 (vs. 2022) its sales and has approximately 12,197 and 1,587 stores respectively. This geographical optimisation opens considerable pooling potential, especially in Europe. Carrefour’s new organisation, operational since 2023, boosts competitive performance in all of the Group’s host countries, especially the smaller ones, which will be reducing their head office costs and beneﬁting from a much richer Group expertise, yielding considerable advantage over local competitors. Maximising operational synergies Carrefour 2026 objectives Pooling of purchases by 2026: Over 50% in fast‑moving consumer goods (FMCG) Over 30% in fresh produce Over 70% in non‑food items Working from its two key geographical regions of Europe and Latin America, Carrefour will be building a simpler and more efficient organisation capable of generating savings to enhance innovation. Through the its competitive performance and in‑depth its geographical organisation, purchasing and processes, the Group aims to achieve savings of 4 billion euros by 2026. transformation of Optimised geographical footprint The Group continues to rebalance its geographic footprint under excellent conditions. In 2023, the Group ﬁnalised the sale of Carrefour Taiwan to Uni‑President, the integration of Grupo BIG in Brazil and the acquisition of the Louis Delhaize group’s activities in Romania. Carrefour also announced the major acquisition of the Cora and Match banners in France, which is expected to close in the summer of 2024. Carrefour is refocusing and strengthening its operations in its two key markets, Europe and Latin America, where the Group generates 74% and 26% of Carrefour began stepping up purchase pooling in Europe in 2023. The pooling of the Group’s direct purchasing has gained momentum in Europe with Eureca, the single European purchasing agency for major international FMCG suppliers, now fully operational and delivering its ﬁrst optimisation beneﬁts. The four suppliers integrated in 2023 are fully operational, and a new wave of around 15 additional suppliers is planned for 2024. The objective is to bring on board around thirty suppliers by 2025 and to reach more than 50% of bulk purchases by FMCG by 2026 (up 50 pts). For fresh produce, the target is 30% of bulk purchases (up 20 pts) by 2026, by strengthening the capacities of the Socomo central purchasing unit for imported fresh produce. Non‑food, own‑brand and national/international brand purchases will also be optimised through a centralised European organisation and business model, targeting 70% of pooled purchases by 2026 (a 50 pt increase). 28 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com Purchases of goods not for resale are also pooled at European scale on the basis of common speciﬁcations. The pooling and digitalisation of expert and support functions Under the Carrefour 2026 plan, organisation is to be simpliﬁed across the Group. In Europe, the Group’s expert and support functions are pooled: the former (tech and data, ﬁnancial services) to win the talent war and strengthen the Group, and the latter (human resources, ﬁnance) to optimise performance. Expertise centres, to centralise talent, are being set up across Europe, at the most appropriate locations (such as the Eureca purchasing centre in Madrid), enabling country teams to focus on their core business of commerce. This new organisation involves head‑office staff is contributing. Headquarters will be refocused on core functions such as brands, strategy and legal. In 2023, the pooling of central functions at European level was implemented rapidly. Central support functions continued to be reorganised and optimised, particularly in France. to which each country reductions, Carrefour is also continuing its overhaul of operational processes using digital solutions. In business and support processes, all internal functions are concerned: assortment, pricing and processes. More than 80% of the national FMCG assortment is deﬁned using automation. Systems using artiﬁcial intelligence are in place for adapting the offer to the store’s catchment area and for optimising promotional catalogues. In 2023, Carrefour stepped up the implementation of artiﬁcial intelligence (AI) solutions, which had a positive impact on operations. The new assortment builder solution leveraging AI helped to improve the relevance of the number of assortments while improving proﬁtability. The promo optimiser tool was launched in France and enabled sales teams to use algorithms to optimise promotions and their margins. Carrefour has also started to use GenAI in its internal purchasing processes. A solution is being developed to support the indirect purchasing teams in their day‑to‑day tasks, such as comparing cost estimates and analysing contracts. The supply chain and store operations are also central focuses of the digital transformation. We are making progress across the entire chain, from supplier to store shelves, including warehouse mechanisation, control of lorry loading rates, planning of delivery rounds, automated forecasting and management of store orders and inventories, etc. The “easy prep” application developed in‑house modernises order preparation for our warehouse pickers, using voice recognition together with an intuitive interface. Some 3,700 pickers are already using this service in around 30 warehouses. The Group is also planning to set up innovative “tech centres” to serve all the Group's geographies efficiently, starting with Europe. PRESENTATION OF THE CARREFOUR GROUP Strategy & progress – the Carrefour 2026 plan Lastly, via its Dastore venture capital fund, Carrefour has invested in 13 start‑ups in four verticals: e‑commerce and future of grocery, ﬁntech, impact, and data and tech for operations. The solutions of more than half of these start‑ups are being rolled out at Carrefour, and the most recent among them are being tested. Apart the Dastore ecosystem, Carrefour has set up a large number of partnerships with start‑ups to develop new retail solutions around data, cybersecurity, artiﬁcial environmental impact, omni‑channel customer experience and internal processes. in‑store operations, investments and intelligence, leveraging from its 1.3.2.2 A central place for franchising Carrefour 2026 objective Entry into ten new markets by 2026 Franchising is at the heart of Carrefour’s economic model. They beneﬁt from the Group’s expertise in food and non‑food retailing, its well‑known brands and banners, broad product assortment and business methods, as well as its quality, health and safety standards. There are two models: lease management contracts and standard franchise contracts. Under lease management, Carrefour owns the business and the managing tenant is responsible for running it. This is the most common model for hypermarkets and non‑integrated supermarkets. The second model is the standard franchise, in which the franchisee owns the business, either alone or in association with Carrefour. Lease management contracts are renewed every year, while franchise contracts have a longer term, averaging seven years. The bulk of Carrefour's remuneration for these two types of contracts comes from its activity as supplier to these shops, supplemented by the collection of fees and, in the case of lease management, rent paid for the business. in By the end of 2023, the Group will have 8,865 franchised stores in the eight countries where Carrefour operates directly (including 5,336 in France), representing 72% of stores in these countries. Carrefour’s franchisees and managing tenants play a key role the Group’s development and performance. Accordingly, it attaches particular importance to open dialogue and to providing these partners with quality services and support. The Group aims to strengthen this model by placing it at the heart of its operations. Franchising represents a relevant solution for all Carrefour formats, including certain hypermarkets, where lease management has proven its effectiveness. Since 2018, 90% of shop openings in Europe have been on a franchise basis. The Group will be sustaining this expansion in Europe, and will continue converting stores into franchise and lease management contracts, based on objective performance criteria and an annual assessment. In France, Carrefour continued to transform the way its stores are operated; the 16 hypermarkets and 25 supermarkets planned for 2023 were switched to franchise/lease management contracts. The Group plans to convert a further 16 hypermarkets and 21 supermarkets to lease management in 2024. UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 29 1 2 3 4 5 6 7 8 9 1 PRESENTATION OF THE CARREFOUR GROUP Strategy & progress – the Carrefour 2026 plan The Group is also present in more than 30 other countries through franchise partnerships. In 2023, the Group gained footholds in three new markets, namely Mongolia, Israel, and Bulgaria. A new partnership in the Czech Republic has been announced for 2024. Between 2022 and 2026, the Group aims to open 10 new markets through international partners, mainly in Central Europe, Africa, the Middle East and Latin America. Carrefour aims to strengthen dialogue, service and quality of assistance to franchisees, whose contribution is constantly increasing. The Group will be inventing its future with its franchisees, drawing inspiration from the best practices they develop and involving them more often in its strategic decisions, especially with to merchandise, marketing and supply‑chain projects. regard 1.3.2.3 Development of new professions Inventing the Group of tomorrow also means opening up to new professions, to reap the full value of the Group’s assets: data, real estate and energy production potential. Ambition to become European leader in retail media Carrefour’s valuable proprietary data, spanning 10 billion transactions and 80 million customers worldwide, stands as the best Data & Retail Media offering in Europe. The Group was quick to measure the potential of this activity, and to develop it, launching in autumn 2021, the Carrefour Links platform, which enables Carrefour’s partner companies to conduct marketing campaigns throughout the Group’s online universe and to measure their real impact from ad to purchase. Following the success of Carrefour Links, the Group announced its partnership with sector expert Publicis to create a joint subsidiary, Unlimitail, 51% owned by Carrefour, which aims to become a leader in European retail media. Leveraging both Publicis’s advanced technologies and Carrefour’s knowledge and expertise in retail media, Unlimitail aims to cover the entire retail media value chain, from inventory creation to the comprehensive marketing of solutions to advertisers and retail websites in Europe and Latin America. The Group is aiming to become an “Audience Hub” capable of operating media services on behalf of other companies. Unlimitail, whose launch was announced at VivaTech in June 2023, already had 13 business partners at that date representing 120 million customers and 1.5 billion page views per month its ﬁrst ﬁve media worldwide. Unlimitail has announced partnerships (Le Figaro, JCDecaux, DOOH, M6, France Télévisions and Brut), underlining its commitment to offering a comprehensive and integrated approach to retail media. With Unlimitail, Carrefour’s digital transformation has taken on a new dimension, opening access to a market with very high growth potential. This new initiative should help Carrefour to meet its target of a 200 million euro increase in recurring operating income by 2026 (vs. 2021). Roll‑out of urban transformation projects Carrefour 2026 objective €500m in value creation through urban transformation projects in France by 2030 With its extensive real estate portfolio, Carrefour has a high proﬁle in the urban fabric of the countries where it operates. As well as seeking to maximise the value of these assets and repositioning its commercial assets for the years to come, the Group has an important role to play in urban planning. In France, Carrefour has identiﬁed a hundred or so sites that could be transformed into housing, offices, stores or leisure areas. As part of the Carrefour 2026 plan, the Group is committed to completing 100 urban diversity programmes by 2026, including the creation of 25,000 housing units over a total surface area of 1.5 million sq.m., creating 500 million euros' worth of value by 2030. In 2023, the Group partnered with Nexity for example to create the Villes et Commerces property venture to unlock value from a total of 76 Carrefour sites across France. These 76 sites represent approximately 800,000 sq.m.; their development should allow for the creation of 12,000 housing units, 120,000 sq.m. of retail space, including the reconstitution of certain stores, 10,000 sq.m. of office and activity space, and 17,000 sq.m. of hospitality space. The conversion of the 76 sites is expected ultimately to generate almost 70% of the target of 500 million euros in value creation. The property venture began its operations with the contribution of a ﬁrst group of 69 sites by Carrefour. The remaining sites will be contributed over the ﬁrst half of 2024. In Brazil, Carrefour intends to bring its Carrefour, Atacadão and Grupo BIG real estate assets together within a private real estate company. Carrefour plans to open its capital to minority real estate partners to support its future development and seize opportunities to create value. 30 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com PRESENTATION OF THE CARREFOUR GROUP Strategy & progress – the Carrefour 2026 plan An ambitious energy transition policy Carrefour 2026 objective Carrefour 2026 objective Double investments between 2023 and 2026 to reduce energy consumption Minimum employer recommendation score of 7.5/10 awarded each year by teams Reduce energy consumption by 20% by 2026 (vs. 2019) Promoting diversity within the Group ■ ■ One of the cornerstones of Carrefour 2026 is to extend the Group’s operations to the energy sector to become a player in the energy transition, and contribute to ﬁnding solutions to the crisis. This ambition is twofold: to reduce the Group’s energy consumption and to become a solar energy producer. At a time when it is vital to save energy, Carrefour has doubled its investments to reduce its energy consumption, increasing them to 200 million euros per year from 2023 to 2026. The aim is to achieve a reduction of 20% at Group level by 2026 – and in France by 2024 (achieved in 2023) – in line with the targeted 27.5% reduction by 2030. In 2023, in line with its 2022 commitment to energy savings with the signing of the EcoWatt and Ecogaz Charters, Carrefour undertook to reduce water consumption in its stores in France by 10% by 2025 – the equivalent of 40 Olympic swimming pools. The Group is also offering new sustainable mobility options. It has partnered with HysetCo, the European leader in hydrogen mobility, to roll out ﬁve hydrogen refuelling stations in the Greater Paris region by the summer of 2024. These stations, which will be open to the public 24/7, will signiﬁcantly expand the Greater Paris hydrogen distribution network and provide fuel for private and commercial vehicles. The Group has also set itself the objective of bringing theoretical generating capacity to 1 TWh per year from 2027 onwards in France, Spain, and Brazil. Carrefour has selected a number of partners to produce solar power in France and has also begun the selection process to ﬁnd operators in Spain. 1.3.2.4 Strengthening inclusion To fulﬁl its ambitions, the Group counts on its employees worldwide. As one of the largest private employers in many of the countries where it operates, Carrefour bears a considerable social and societal responsibility. The Group’s Engagement department, formed in February 2022 to carry through its societal ambitions, includes a Diversity and Inclusion unit. In 2022, after Since its creation, Carrefour has been committed to reﬂecting and integrating the social diversity of the areas where it operates. “Promoting diversity” is one of the three objectives of “Growing and moving forward together”, the ﬁrst pillar of Carrefour’s managerial and cultural programme, Act for Change. Carrefour made an early commitment to promote diversity by signing a Diversity Charter in 2004, aimed at giving everyone, in every country, the same opportunities in career development and hiring. the LGBT+ Commitment Charter with L’Autre Cercle, a leading non‑proﬁt working for the inclusion of LGBT+ people in the world of work, Carrefour strengthened its commitment to LGBT+ inclusion in 2023 by signing a partnership with Fondation Le Refuge to help and support young LGBT+ people excluded from employment. The Group is also strengthening awareness‑raising activities among its teams and customers to ensure that differences are respected so that all can advance within the Company without discrimination or prejudice, regardless of sexual orientation or gender identity. last year’s signing of In March 2023, the Group also launched a unique survey in France, asking its employees, on a completely anonymous and voluntary basis, about their backgrounds and origins, in order to gain an overview of the diversity of its workforce and to pursue a proactive policy of promoting diversity of origins and minorities in management positions. On the basis of this survey, to be repeated in 2026, the Group announced the implementation of an action plan in March 2024 to promote diversity of origin within the Group, with the aim of changing the face of the Company by 2026. In the latest GEEIS Diversity audit conducted by Bureau Veritas, the Group also achieved the maximum score of 5/5 at corporate level, reﬂecting its commitment to diversity. UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 31 1 2 3 4 5 6 7 8 9 1 PRESENTATION OF THE CARREFOUR GROUP Strategy & progress – the Carrefour 2026 plan Disability Carrefour 2026 objective 15,000 employees with a disability on payroll by 2026 More than 20 years after signing its ﬁrst agreement on the employment of people with disabilities in French hypermarkets, Carrefour remains committed to this issue, and included disability as a major cause in its Carrefour 2026 strategic plan. Carrefour has set the goal of increasing the number of employees on payroll with a disability from 13,358 in 2023 (4.3% of the workforce) to over 15,000 by 2026. In 2023, Carrefour intensiﬁed its initiatives for people with disabilities. Two years after introducing quiet hours, i.e., times of day when noise and visual disturbances are kept to a minimum in stores, the Group reaffirmed its commitment to customers with an autism spectrum disorder by equipping trolley handles in its hypermarkets with store plans to help them ﬁnd their way around. A “quiet zone” to allow them to escape the hustle and bustle at any time is being trialed in hypermarkets with ﬁtting rooms. in France opened Carrefour’s ﬁrst accessible store in December 2023. The Group aims to extend this model to ten French hypermarkets and around 50 convenience stores in Paris by the summer of 2024. The accessible store in the Paris suburb of Villeneuve‑La‑Garenne was designed to overcome the ﬁve main barriers faced by customers with disabilities: checkout, navigating the store, ease of purchase, digital accessibility and the range of products adapted to their needs. Carrefour’s include a disability reception desk to welcome initiatives customers as soon as they enter the store, adapted equipment to optimise the shopping experience, guide strips on the ﬂoor to make it easier for customers to get around, a range of non‑food products adapted for customers with disabilities (learning toys to develop motor skills, telephones with large buttons, audio books, etc.). These initiatives complement existing measures such as quiet hours, French sign language lessons and quiet areas. Each store will be able to implement one or more initiatives based on the needs identiﬁed by customers. Carrefour has also organised a major innovation competition with VivaTech to promote the inclusion of people with disabilities in its stores. The accessible solutions proposed by the three winning start‑ups are being tested in the laboratory hypermarket before being rolled out in Villeneuve‑la‑Garenne. Carrefour has also announced that more than 800 stores in France will soon be stocking products from Café Joyeux, a supportive and inclusive company that trains and employs people with cognitive or mental disabilities. Lastly, the Group has announced its support for the French Paralympic and Sports Committee, with the creation of a partnership aimed at ﬁnancing the ESMS & Clubs programme, which helps to develop sporting activities for people with disabilities throughout France. Gender equality Carrefour 2026 objective Women to account for 35% of Top 200 managers by 2025 (1) (2) At December 31, 2023, the Group employed 168,043 women, together representing 55% of its workforce. Numerous systems are accordingly in place to ensure gender equality within the Group. They include equal pay policies, access to training for all and arrangements facilitating the work‑life balance (pooled work schedules ). Carrefour gives priority attention to support and training for all women employees and managers, through speciﬁc coaching, programmes mentorship), with a view to improving gender balance in all Group management positions. This policy has enabled Carrefour to increase the proportion of women in all management positions. At the end of 2023, 29% of the Group’s Top 200 managers and more than 30% of the Group's Executive Committee were women. leadership (individual Carrefour France launched a major initiative for women’s health in the workplace by granting 12 days of paid leave per year to employees suffering from endometriosis, as well as three days after a miscarriage and one day for medically assisted procreation. These measures came with an extensive internal awareness campaign on women’s health. 1.3.2.5 Strengthening the Group’s cohesion Social advancement Carrefour 2026 objective At least 50% of employees provided access to training every year Upward mobility through work is one of the values that has driven Carrefour’s development since the outset. One in two new managers in the Group started his or her career as an employee before being promoted internally. (1) (2) See 2.4 Methodological note. Work schedule pooling is a voluntary system offering employees the possibility of organising their own working hours, in consultation with their colleagues and according to the workload plan prepared by their section manager. Since 2010, a collective agreement has offered the system to all Carrefour hypermarket checkout staff, to support a better work‑life balance and serve customers’ best interests. 32 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com PRESENTATION OF THE CARREFOUR GROUP Strategy & progress – the Carrefour 2026 plan The Group’s Leaders School, an internal training school for high‑potential employees, is a driving force for upward mobility. The scheme was launched in Argentina and Spain in 2018 before being rolled out to many of the Group’s countries in 2021: France, Poland, Italy, Romania and Belgium. It promotes diversity and professional equality at Carrefour, enabling employees to progress to management positions, managers to become divisional heads and divisional heads to become Directors. To accelerate access to management positions, in 2022, Carrefour announced it would be doubling the number of graduates from the School for Leaders, from which 5,000 new employees will have graduated by 2026. Training Carrefour is set on a world‑leading position in digital retail, through a strategy based on a data‑centric, digital‑ﬁrst approach, presented at Digital Day. In all Group countries, programmes are organised to help employees to understand and embrace digital culture. To support everyone in their transition to the jobs of the future and new ways of working, 100% of the Group’s employees will receive digital training by 2024 through the Digital Retail Academy, supported by Google. Since the programme’s launch, 240,000 employees have been trained. Beneﬁciaries include store and warehouse employees in France, Italy and Spain with the Tous Digital serious game, and head office staff with data skills improvement programmes (data green belt). The internal social network Workplace, launched in 2022, which promotes Carrefour’s community spirit and the sharing of best practices, has been rolled out in France, Belgium, Spain, Romania and Italy. It was extended to Poland, Argentina and Brazil in 2023, thereby covering all of the Group’s employees. The employee share ownership plan Carrefour has a strong employee relations model, which thrives through a ﬁrmly rooted culture of dialogue and the existence of agreements on all relevant matters, from working conditions to pay. To further develop this model and directly involve all employees in the Group’s success and value creation, Carrefour launched the Carrefour Invest employee share ownership plan for its 335,000 employees on March 1, 2023. This popular, secure and committed plan reﬂects Carrefour’s desire to give its teams a stake in the Company’s performance on special terms and to enable them to help the Company achieve its CSR commitments by ﬁnancing social and environmental projects. The offer enabled more than 30,000 employees to become shareholders in the eight countries where the Group operates. In Brazil, over 3,000 employees participated in a speciﬁc local offer of Carrefour Atacadão shares. 1.3.3 A COMPETITIVE VALUE‑CREATING MODEL Working from its strengthened business model and ambitious development projects, Carrefour has set itself the objective of continuing market share gains in its key geographies throughout the duration of the Carrefour 2026 plan, in order to ensure steady growth. To maintain this degree of competitive performance, the Group is continuing with its savings plans. Carrefour has demonstrated its ability to control its business model and achieved its annual cost savings objective of 1 billion euros, with 1,060 million euros in 2023. This growth dynamic, combined with an optimised business model and the synergies expected from the integration of Grupo BIG in Brazil (including an EBITDA target of 2 billion Brazilian reals for 2025), continued in 2023 and will contribute to growth in EBITDA and recurring operating income. Increase in annual investments To implement the Carrefour 2026 strategic plan, the Group is increasing its annual investments objective to 2 billion euros per year (from 1.7 billion euros). This capital expenditure (CapEx) envelope is also doubling the amount allocated to energy transition projects to 200 million euros (from 100 million euros previously), and supporting roll‑out of the Maxi method in all European stores (with approximately 50 million euros added to the annual store remodelling budget). It also includes 600 million euros allocated to the Group’s digital transformation, as announced at the 2021 Digital Day. In 2023, the Group invested 1,850 million euros. 1 2 3 4 5 6 7 8 9 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 33 1 PRESENTATION OF THE CARREFOUR GROUP Strategy & progress – the Carrefour 2026 plan A powerful and resilient profile On completion of this strategic plan, Carrefour will have a more powerful and resilient model, largely owing to: The Group considers its strong balance sheet a key asset given the current macroeconomic context and the changes under way in the industry. It therefore wishes to maintain a Solid Investment Grade credit rating for the duration of the plan. The cash generated will enable a cash dividend to be paid each year, with annual growth of at least 5%. In 2023, this growth was 55%. At the same time, the Group is continuing its share buyback policy initiated in 2021 with annual programmes. In 2023, the programme of 800 million euros in share buybacks was achieved as planned. The Carrefour 2026 plan therefore stands as a value‑creation plan for all the Group’s stakeholders, and in particular for its shareholders, now also including employee shareholders who have joined the Carrefour Invest plan. ■ ■ ■ ■ ■ ■ ■ strong growth dynamic across the existing store base, and expansion of discount formats; competitive performance boosted by the reach of its digital and omni‑channel model; a business model built around powerful, recognised and distinctive private label products; a leading role in the food transition for all; a presence in new adjacent businesses; significant advances in terms of inclusion and cohesion; a stronger financial profile thanks to strong increases in recurring operating income and net free cash flow. 34 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com PRESENTATION OF THE CARREFOUR GROUP Business model – stakeholders and activities 1.4 Business model – stakeholders and activities 1.4.1 SUMMARY OF THE BUSINESS MODEL Digital Retail Company Our business model Carrefour laid out its Digital Retail Company model at the Digital Day event of November 9, 2021. This strategy, rooted in a “data‑centric, digital ﬁrst” approach, has four key focuses: increasing e‑commerce activity, ramp‑up of Data & Retail Media activities, digitalisation of ﬁnancial services, and digital‑driven transformation of traditional retail operations, contributing to improved customer experience and heightened operational efficiency, both at head offices and in‑store. In 2023, Carrefour was quick to adopt and implement the new opportunities offered by generative artiﬁcial intelligence. Through its physical and intellectual capital, Carrefour leverages its business model to create value for its stakeholders and make a positive contribution to society. Carrefour sells products and services for consumers and food services professionals. In all its host regions, this process indirect purchasing of products, deﬁnition of speciﬁcations for the Group’s own‑brand lines, organisation of supply logistics and management of physical and online stores. includes the direct or 1 2 3 4 5 6 7 8 9 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 35 1 PRESENTATION OF THE CARREFOUR GROUP Business model – stakeholders and activities 1.4.2 CREATING SHARED VALUE Carrefour supports the 17 Sustainable Development Goals (SDGs) that were set by the United Nations at its conference in Rio de Janeiro in 2012 to meet the urgent environmental, political and economic challenges facing the world. It is also a member of the UN Global Compact. The Group’s objectives, particularly those associated with its CSR and Food Transition Index, are aligned with these priority SDGs. 1 - NO POVERTY Contribution to the SDGs → Deploy food assistance initiatives to avoid unsold food going to waste and support food banks and charities. In 2023, the Group donated the equivalent of 48 million meals. → Bring about a responsible food transition through the Carrefour Foundation. Group targets → Help bring about a responsible food transition by harnessing sustainable and responsible agriculture, waste reduction initiatives and community action (Carrefour Foundation). 2 - ZERO HUNGER Contribution to the SDGs → Reduce food waste by taking action in three areas: in-store actions (Too Good To Go), collaboration with suppliers (review of best before dates and the longevity of over 400 Carrefour products) and raising awareness among consumers (“Zero waste” events). Group targets → Halve 2016 levels of food waste by 2025. → Generate €8 billion in sales from products certiﬁed as sustainable (up 40% since 2022) (1). 3 - GOOD HEALTH AND WELL-BEING Contribution to the SDGs → Ensure products sold in stores are nutritional, displaying a Nutri-Score label to help consumers make healthy, balanced choices regardless of their dietary requirements. → Put in place a set of standards and procedures to guarantee the quality and conformity of products sold. → Guarantee the well-being of all employees in the workplace. Group targets → Ensure the quality and safety of all Carrefour products. → Deploy a Healthier Eating action plan in 100% of operating countries. → Remove 2,600 tonnes of sugar, 250 tonnes of salt and an additional 20 controversial substances (bringing the total to 120 overall since 2018). 4 - QUALITY EDUCATION Contribution to the SDGs → Promote the recruitment of interns and work-study students, especially in disadvantaged communities. Group targets → Recruit 15,000 people with disabilities by 2026 (up 50% since 2022). → Train 100% of employees to use digital technology by 2024 through the Digital Retail Academy. 5 -GENDER EQUALITY Contribution to the SDGs → Promote diversity, in particular by signing the Diversity Charter in 2004. It formalises our pledge to offer everyone, no matter where they work, equal opportunities related to career development and recruitment. Within this framework, the Group promotes gender equality and the integration of people with disabilities and of all ethnicities, combatting everyday discrimination and bullying. Group targets → Ensure that 35% of people in the top 200 management positions are female by 2025. → Maintain maturity levels in all countries according to GEEIS guidelines. 7 - AFFORDABLE AND CLEAN ENERGY Contribution to the SDGs → Improve stores' energy efficiency and expand the use of renewable energies. → Reduce greenhouse gas emissions generated by the Group’s operations and encourage all stakeholders, especially suppliers, to transition to a low-carbon model. Group targets → Achieve carbon neutrality for stores by 2040 (% reduction in greenhouse gas emissions - scopes 1 and 2: 30% by 2025, 50% by 2030 and 70% by 2040). → Achieve carbon neutrality for Group e-commerce activities by 2030. 6 - CLEAN WATER AND SANITATION Contribution to the SDGs → Raise awareness among, train and monitor suppliers in the textile industry about the efficiency and management of processes using water and chemicals through the “Clean water project” launched in 2016. → Reduce the use of pesticides (organic farming and agroecology) and develop products certiﬁed as environmentally friendly (EcoLabel). Group targets → Onboard and train 100% of people working at production facilities operated by key textile suppliers to work on improvement plans. → Engage 100% of Carrefour Quality Lines in agroecology by 2025. 8 - DECENT WORK AND ECONOMIC GROWTH Contribution to the SDGs → Promote social and ethical purchasing criteria through our procurement policy and business relations. Carrefour sets procurement rules and integrates social, environmental and ethical standards in its business relations. The Group ensures human rights are upheld at every step of its supply chains and promotes fair pay for all, through fair trade, long-term partnerships and initiatives such as C’est qui le patron ? (Who's the Boss?). → Promote human and labour rights, as well as the health and safety of employees and subcontractors. Group targets → Carry out social audits on 100% of supplier facilities located in high-risk countries. 36 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com PRESENTATION OF THE CARREFOUR GROUP Business model – stakeholders and activities 9 - INDUSTRY, INNOVATION AND INFRASTRUCTURE Contribution to the SDGs → Support our suppliers through long-term, tripartite contracts (organic suppliers and Carrefour Quality Lines). → Promote innovation, particularly related to the food transition. Group targets → Sign up 500 suppliers to the Food Transition Pact by 2030. 10 - REDUCED INEQUALITIES Contribution to the SDGs → Make our products available to as many people as possible. → Make organic, agroecology and local products more accessible. → Participate in the food transition by donating unsold goods. → Focus on food as a priority through the initiatives carried out by the Carrefour Foundation. → Promote the employment of people with disabilities. → Develop a proactive policy to promote diversity of origins. Group targets → Generate 40% of sales from Carrefour-brand products by 2026 (vs. 33% in 2022). 11 - SUSTAINABLE CITIES AND COMMUNITIES Contribution to the SDGs → Use convenience stores to promote integration in town centres. → Deliver goods to large urban areas using a ﬂeet of trucks powered by biofuel and obtain vehicle noise certiﬁcations. Group targets → Reduce CO2 emissions from downstream transport by 20% compared to 2019. 12 - RESPONSIBLE CONSUMPTION AND PRODUCTION Contribution to the SDGs → Ensure products sold in store bring about a food transition for all by supporting local suppliers and responsible policies (organic farming and other environmental certiﬁcation) , as well as guaranteeing transparency for all consumers. → Reduce the volume of waste produced by Group operations and ensure its recovery. Group targets → Halve 2016 levels of food waste by 2025. → Generate €8 billion in sales from products certiﬁed as sustainable (up 40% since 2022)1. → Deploy 8 key animal well-being objectives in all Group operating countries by 2025. → Guarantee the transparency and traceability of Carrefour products. → Package 100% of Carrefour-brand products using reusable, recyclable or compostable material by 2025. → Recover 100% of waste from stores by 2025. → Increase the number of partner producers to 50,000 (up 11,000 since 2022). → Distribute 80% of catalogues in France in a digital format by 2024. 13 - CLIMATE ACTION Contribution to the SDGs → Reduce greenhouse gas emissions generated by the Group’s operations and encourage all stakeholders, especially suppliers, to transition to a low-carbon model. Group targets → The Group’s targets have been approved by the Science Based Target initiative: • Halve greenhouse gas emissions (scopes 1+2) by 2030 and achieve a 70% reduction by 2040 (since 2019). • Cut greenhouse gas emissions generated by products sold in stores by 20 Mt compared to 2019. → Double the proportion of fruits and vegetables sourced through ultra-short supply chains in Europe. → Expand bulk sales and reuse (2) to €300m by 2026. → Urge the top 100 Carrefour suppliers to adopt a trajectory in line with the 1.5°C scenario by 2026, otherwise they will be delisted. → Reach €650m in sales of plant-based alternatives. 14 - AQUATIC LIFE Contribution to the SDGs → Help further sustainable ﬁshing practices by developing a more sustainable range of seafood and ﬁsh products. Group targets → Source 50% of Carrefour-brand ﬁsh sold from sustainable sources by 2025 (Carrefour branded products and national branded products). → Eliminate 20,000 tonnes of packaging by 2025 (since 2017) including 15,000 tonnes of plastic. 15 - LIFE ON LAND Contribution to the SDGs → Help expand sustainable farming by developing a range of organic and agroecological products and supporting suppliers through long-term partnerships. → Develop a risk mitigation plan by 2030 for 100% of products that affect forests, animal wellbeing, land, marine resources and human rights. → Reduce the environmental impact of facilities. Group targets → See goals 6 and 12. → Generate €8 billion in sales from products certiﬁed as sustainable by 2026 (up 40% since 2022). → Deploy a sustainable forest action plan on products linked to deforestation by 2026 (beef from Brazil, palm oil, wood and paper, soy, cacao, paper packaging, textile ﬁbres, etc.). → Ensure that zero deforestation is caused by Brazilian beef by 2026 by withdrawing from high-risk regions and delisting all farms located in these areas. → Ensure zero deforestation is caused by national-brand beef by 2030. → Obtain the BREEAM certiﬁcation for 100% of newbuild shopping centres andexpansions exceeding 2,000 sq.m in France, Spain and Italy. 16 - PEACE, JUSTICE AND STRONG INSTITUTIONS Contribution to the SDGs → Combat corruption. Group targets → See goals 14 and 15. 17 - PARTNERSHIPS TO ACHIEVE THE GOALS Contribution to the SDGs → Carrefour works with its stakeholders to develop all its action plans. The Group is part of the Consumer Goods Forum. As such, it plays an active role in coalitions focusing on soy, wood and paper, palm oil, beef and plastics. Group targets → Sign up 500 suppliers to the Food Transition Pact by 2030. → Increase the number of partner producers to 50,000 (up 11,000 since 2022). 1 Organic, Carrefour Quality Lines, agroecology, sustainable fishing (ASC-MSC), sustainable forest sourcing (FSC). 2 The target has been re-evaluated at €300m of sales versus the original €150m to take into account reuse sales in addition to bulk sales. UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 37 1 2 3 4 5 6 7 8 9 1 PRESENTATION OF THE CARREFOUR GROUP Business model – stakeholders and activities 1.4.3 DESCRIPTION OF OUR BUSINESS 1.4.3.1 An international omni‑channel retailer Carrefour has been opening stores under its banners in France and abroad for more than 60 years. It currently operates in Metropolitan France and its overseas territories, as well as in Europe, Latin America, Asia, the Middle East and Africa through a network of integrated and franchised stores, and stores that it runs with partner companies. In 2023, Carrefour opened or acquired 1,347 stores under Group banners, representing some 1,033,000 sq.m. of gross additional sales area. As of the end of 2023, Carrefour had 14,930 stores under its banners in more than 40 countries. In 2023, Carrefour’s sales including VAT (before the impact of IAS 29) amounted to 94.132 billion euros, an increase of 9.3% at constant exchange rates. This increase is attributable to the following: a 10.4% increase in same‑store sales excluding petrol and calendar effects; a positive contribution of 1.6% from expansion and changes in scope; a negative 2.5% petrol effect; a negative 0.2% calendar effect. ■ ■ ■ ■ After taking into account a negative currency effect of 5.7%, mainly due to the devaluation of the Argentine peso, sales at current exchange rates were up by a total of 3.5%. Overall, recurring operating income totalled 2,264 million euros and represented 2.7% of net sales. In 2023, cash ﬂow from operations totalled 3.943 billion euros, compared with 3.753 billion euros in 2022 . Investments (capex) amounted to 1.850 billion euros in 2023, compared with 1.861 billion euros in 2022. In 2023, net free cash ﬂow amounted to 1,622 million euros compared with 1,262 million euros in 2022. (1) France In France, Carrefour group had 6,035 stores under its banners at end‑2023, in ﬁve formats: 253 Carrefour hypermarkets (including 150 integrated, 84 franchised and 19 via partners in overseas territories), 1,037 Carrefour Market supermarkets (including via partners), 232 integrated, 4,561 convenience stores under banners such as Carrefour City, Carrefour Contact, Carrefour Express, Bio c' Bon, etc. (including 123 integrated, 4,315 franchised and 123 via partners), 151 cash & carry (including 145 franchised and 6 via partners) and 33 franchised soft discount stores (Supeco). the Promocash banner stores under franchised and 46 759 In Metropolitan France, the share of franchised stores within the network therefore represented 35.9% for hypermarkets, 76.6% for supermarkets and 97.2% for convenience stores. Carrefour is also present in the French overseas territories through long‑standing partnerships. A total of 194 stores are operated under Group banners in the French overseas territories. In 2023, Carrefour opened or acquired 288 stores under Group banners in France, including two supermarkets, 276 convenience stores, seven cash & carry stores and three soft discount stores, representing a total of approximately 60,000 sq.m. of gross sales area. Net sales totalled 38.2 billion euros in France. Like‑for‑like growth was 4.7%, including a 6.0% LFL improvement in food and a 4.9% decline in non‑food. Hypermarkets were up 4.1% in like‑for‑like sales excluding petrol and the calendar effect, whereas supermarkets enjoyed a 4.7% LFL increase and other formats (mainly convenience stores) gained 6.5% LFL. Recurring operating income increased by 18.5% (154 million euros) to 988 million euros, for an operating margin that represented 2.6% of net sales, an increase of 37 bps on the 2022 ﬁgure. This increase reﬂects a strong sales performance and excellent cost‑cutting dynamics inﬂationary environment. in a highly In France, operational investments amounted to 724 million euros, representing 1.9% of sales. Other European countries In Europe (excluding France), Carrefour had 6,162 stores operating under Group banners at the end of 2023. These included supermarkets, 3,445 convenience stores, 12 cash & carry stores and 97 soft discount (Supeco) stores. hypermarkets, 2,139 469 store network comprises Carrefour operates stores in ﬁve integrated countries: Belgium, Spain, Italy, Romania and Poland. In these countries, the integrated stores (426 hypermarkets, 617 supermarkets, 280 convenience stores, 12 cash & carry stores and 97 soft discount stores (Supeco)), while 3,527 stores are operated by franchises (12 hypermarkets, 649 supermarkets and 2,866 convenience stores). Finally, in Europe, Carrefour also operates through franchise partnerships in Greece, Andorra, Turkey, Georgia and Armenia, with a total of 1,203 hypermarkets, 873 supermarkets and 299 convenience stores. banners: stores under 1,432 31 its banners, Over the year, Carrefour opened or acquired 508 stores under additional Group 229,000 sq.m. of included sales 19 hypermarkets, 217 supermarkets, 264 convenience stores and 8 soft discount stores. gaining gross an These approximately area. Net sales in Europe totalled 23.7 billion euros in 2023, an increase of 4.2% at constant exchange rates. Like‑for‑like gross sales excluding petrol and calendar effects were up by 5.5%. Recurring operating income remained stable at 604 million euros for the year, compared with 606 million euros in 2022, for an operating margin of 2.6%. Spain posted growth of 14%, while operating proﬁt in Italy, Belgium and Romania was close to the 2022 level, while Poland recorded a decline in proﬁtability. (1) Restated for Carrefour Taiwan. 38 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com of 204 Present in Spain since 1973, the Group had a local multi‑format network supermarkets, hypermarkets, 1,054 convenience stores and 63 soft discount stores at the end of 2023. In 2023, net sales totalled 10.9 billion euros. Like‑for‑like sales were up 5.8% over the year, with strong growth in all formats. 153 42 hypermarkets, Present in Italy since 1993, Carrefour manages a local store base comprising supermarkets, 1,018 convenience stores, and 12 cash & carry stores. In 2023, net sales totalled 3.9 billion euros. Italy reported like‑for‑like growth of 3.1% for 2023, driven by improved customer satisfaction, particularly in terms of price competitiveness. 418 In Belgium, Carrefour is the most multi‑format group, with 40 hypermarkets, 349 supermarkets and 318 convenience stores. In 2023, net sales totalled 4.2 billion euros. After a difficult year in 2022, Carrefour is reaping the rewards of its recovery strategy, with a strong NPS increase, market share gains and volume growth. Driven by these factors, like‑for‑like gross sales increased by 9.0% LFL. 56 In Romania, where Carrefour has been present since 2001, the Group operates supermarkets, 171 convenience stores and 28 soft discount stores. In 2023, net sales totalled 2.6 billion euros. Net sales maintained positive momentum, up 7.0% like‑for‑like, spurred by the success of commercial campaigns. hypermarkets, 192 Carrefour has been operating in Poland since 1997, with 96 hypermarkets, 154 supermarkets, 585 convenience stores and 6 soft discount stores. Net sales totalled 2.1 billion euros in 2023. Net sales edged down 0.6% like for like, amid strong pressure on consumer purchasing power and a high comparison basis owing to the war in Ukraine. Operational investments in Europe (excluding France) totalled 439 million euros in 2023, representing 1.9% of sales. Latin America Carrefour has been operating in Latin America since opening its ﬁrst store in Brazil in 1975 and has become one of the continent’s leading retailers. Carrefour is expanding its banners in two growth markets: Argentina and Brazil. The network comprises 1,587 stores, including 223 hypermarkets, 212 supermarkets, 631 convenience stores, 387 cash & carry stores, 83 soft discount stores (Supeco) and 51 Sam’s Club stores. Net sales in Latin America totalled 21.4 billion euros, an increase of 23.5% like‑for‑like, driven by inﬂation in Argentina. Recurring operating income totalled 763 million euros in 2023, compared with 1,005 million euros in 2022 (down 24.1% at current exchange rates and up 10.3% at constant exchange rates), mainly due to the integration of Grupo BIG in Brazil. The operating margin therefore stood at 3.6%. Recurring operating income in Brazil fell by 26.9% to 668 million euros. This decline was mainly integration of Grupo BIG, with non‑recurring due to the integration costs of around 80 million euros, and the loss of around 110 million euros realised by converted stores in the months following their reopening. Converted stores traditionally make a loss during the ramp‑up phase. Recurring operating PRESENTATION OF THE CARREFOUR GROUP Business model – stakeholders and activities income in Argentina totalled 96 million euros (vs 92 million euros in 2022), including a negative impact of 92 million euros due to the application of IAS 29. stores: integrated In Brazil as of end‑2023, Carrefour operated a network of exclusively hypermarkets, 124 supermarkets, 174 convenience stores, 361 cash & carry stores, 83 soft discount stores (Supeco) and 51 Sam’s Club stores. Net sales in Brazil totalled 19.3 billion euros. Like‑for‑like sales were slightly down, by 1.3%, in a difficult market environment shaped by food deﬂation in the second half of the year. 143 Carrefour has been operating in Argentina since 1982 with a local store base comprising mainly integrated stores: 80 hypermarkets, 88 supermarkets, 457 convenience stores, and 26 cash & carry stores. Net sales totalled 2.1 billion euros. Like‑for‑like gross sales rose by 151.9%, excluding petrol and calendar effects, reﬂecting a further rise in volumes and signiﬁcant market share gains in a hyperinﬂationary environment. Recurring operating income and operating margin also improved, on the back of excellent sales momentum and continued cost discipline. The recurring operating margin increased by 138 bps to 4.5%. Operational 683 million euros in 2023, representing 3.2% of sales. in Latin America amounted investments to Asia On June 30, 2023, Carrefour announced the completion of the sale of its 60% stake in Carrefour Taiwan to Uni‑President for approximately 1 billion euros. This operation completes the Group's refocusing on its two key markets, Europe and Latin America. Other regions In addition to the French overseas departments and territories, Europe and Latin America, Carrefour also operates 1,146 stores with franchisee partners elsewhere in the world (Asia, Middle East, Maghreb, West Africa, Dominican Republic, Mauritius, Madagascar, etc.). Development of franchise partners In 2023, Carrefour continued to expand its banner base by supporting its partners outside Europe and in the French overseas territories, with a total of 184 new points of sale opened during the year. In 2023, the Group gained a foothold in new markets: in Mongolia, with the opening of four stores in Ulaanbaatar thanks to its new partnership with Altan Joloo; and in Bulgaria, thanks to the extension of the partnership with Greek franchisee Retail & More. In late November, Carrefour also announced a new partnership in the Czech Republic with the JIP Retail group, which plans to introduce Carrefour brands in the Czech group’s local network in 2024. Operating primarily in the Near and Middle East, Majid Al Futtaim, Carrefour’s its franchisee, continued multi‑format expansion with the opening of 50 stores in 2023. international largest UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 39 1 2 3 4 5 6 7 8 9 1 PRESENTATION OF THE CARREFOUR GROUP Business model – stakeholders and activities the Palestinian In Israel, Carrefour also opened 50 stores with the Electra Consumer Products group. This franchised partner, which signed a contract prohibiting it from developing Carrefour‑banner stores territories, caused controversy when in photographs were circulated on social media showing employees giving food parcels to soldiers. The Group is not accountable for these individual initiatives and the photographs were immediately removed. Carrefour has a strict political the neutrality stance and Israeli‑Palestinian conﬂict. in no way involved in is Competitive environment The competitive environment differs in each of Carrefour’s markets. In France, the Group’s main market, representing 45% of its sales, the competitive environment comprises seven other major retailers: Aldi, Auchan, Casino, E.Leclerc, Intermarché, Lidl and Système U. With a market share of 20.9% , all formats (1) 1.4.3.2 Store and website operations combined, the Carrefour group ranks among the market leaders. In other European countries, Carrefour has solid positions and primarily competes against local retailers. In Spain, Carrefour is the country’s second‑largest grocery retailer and Its main competitors include Auchan, Dia, Eroski, Lidl and Mercadona. leading hypermarket operator. the In Italy, Carrefour is part of a fragmented grocery market shared with Bennet, Conad, Coop, Esselunga, Iper, Pam, etc. The Group holds strong regional positions, particularly in the Aosta Valley and the Piedmont, Lazio and Lombardy regions. In Belgium, Carrefour ranks among the country’s top three Its main retailers and leading multi‑format group. competitors include: Albert Heijn, Aldi, Colruyt, Delhaize, Intermarché, Jumbo and Lidl. is the In Brazil, as in Argentina, Carrefour is the leader in the food retail segment thanks to its multi‑format presence. Store network at December 31, 2023 Hyper- markets Super- markets Conve- nience stores Cash & carry stores Soft discount Sam’s Club 234 991 4,438 145 33 19 46 123 6 0 France French CPI overseas territories and Dominican Republic Total France Belgium Spain Italy Romania Poland Other 1,037 4,561 151 253 40 204 42 56 96 31 349 153 418 192 154 873 318 1,054 1,018 171 585 299 33 0 63 0 28 6 0 97 0 83 83 0 213 0 0 12 0 0 0 12 26 361 387 34 584 Total Europe (excl. France) 469 2,139 3,445 Argentina Brazil Total Latin America Total Other (1) 80 143 223 237 88 124 212 758 457 174 631 117 TOTAL GROUP 1,182 4,146 8,754 (1) Africa, Asia, Middle East, Dominican Republic. Total number of stores Total sales area (in thousands of sq.m.) 2023 2022 2023 2022 5,841 5,755 5,519 5,450 194 190 179 179 6,035 5,945 5,697 5,629 707 794 794 1,474 1,470 2,164 1,490 1,517 447 841 403 928 1,203 1,005 998 629 699 654 930 2,163 1,021 518 706 627 6,162 6,117 5,937 5,965 651 936 622 953 664 649 3,287 3,360 1,587 1,575 3,951 4,010 1,146 711 2,113 1,638 14,930 14,348 17,698 17,241 0 0 0 0 0 0 0 0 0 0 0 51 51 0 51 (1) Market shares based on NielsenIQ RMS data for fast‑moving consumer goods + self‑service fresh products, excluding wine, for the 52 weeks en ding December 24, 2023 for the Carrefour Group vs total French retail market (Copyright © 2023, NielsenIQ). 40 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com PRESENTATION OF THE CARREFOUR GROUP Business model – stakeholders and activities Integrated Franchised Total At December 31, 2023 Stores Thousands of sq.m France Spain Italy Belgium Romania Poland Brazil Argentina 505 492 234 84 416 206 936 649 2,054 1,950 471 376 623 593 3,287 664 Total 8 integrated countries 3,522 10,018 CPI France CPI Europe CPI Latam CPI Other Total CPI TOTAL - - - - - - - - - - 3,522 10,018 11,408 Stores 5,336 982 1,256 623 31 635 - 2 8,865 194 1,203 - 1,146 2,543 Thousands of sq.m 3,464 214 527 418 6 106 - 0 Stores 5,841 1,474 1,490 707 447 841 936 651 Thousands of sq.m 5,519 2,164 998 794 629 699 3,287 664 4,736 12,387 14,753 179 654 - 2,113 2,945 7,681 194 1,203 - 1,146 2,543 14,930 179 654 - 2,113 2,945 17,698 Carrefour is developing an omni‑channel universe in which its online presence is closely integrated with its 14,930 physical stores. Carrefour provides its customers with the full range of retail formats: hypermarkets, supermarkets, convenience stores, cash & carry, "club" format stores, and e‑commerce. In this way, it can meet the diverse needs and expectations of all consumer proﬁles – individuals and businesses, families and singles, urban and rural, and people of all ages and mobility levels – by leveraging its expertise to offer the best quality products at the best possible prices, everywhere and at any time, from the weekly grocery shop to a one‑off purchase, from organic and fresh products to banking services, as well as cash & carry. To tailor its model even more closely to new consumer behaviours, Carrefour is creating a multi‑channel customer experience that offers maximum ﬂexibility, a wide range of services, extended hours, and solutions aligned with consumers’ needs and desires, whether they want to shop in‑store, order online and pick up their purchases from a point of sale or a Drive, or have their shopping home delivered. In 2023, the Group operated 2,623 Drives throughout the world and had a GMV of 5.3 billion euros in e‑commerce. (1) formats aligned with major In recent years, Carrefour has developed or acquired innovative concepts and social and environmental trends, such as Greenweez (France’s leading online retailer of organic products), Dejbox (office meal delivery) and Potager City (subscription and online delivery of baskets of extra‑fresh seasonal fruits and vegetables from short circuits). In 2023, Carrefour France launched the local fresh produce brand Potager City, opening three city centre stores in Paris. Carrefour continues to roll out the Supeco model, a discount supermarket aimed at the general public and professionals. (1) GMV: gross merchandise value. UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 41 1 2 3 4 5 6 7 8 9 1 PRESENTATION OF THE CARREFOUR GROUP Business model – stakeholders and activities 1.4.3.3 Merchandise Quality and safety Products are the heart of Carrefour’s business. The offering is typical of a general retailer that sells a wide range of consumer goods and services at affordable prices, for the well‑being of every shopper. Its success depends on the assortment’s alignment with customer demand, the synergies between the product and service offerings, the judicious use of digital technologies, the clear and logical positioning of merchandise in stores, compelling prices and promotions, the right purchasing terms and conditions, and fast stock rotation. To cater to the needs of customers around the globe, Carrefour is constantly enhancing its merchandise offering, with a variety of fresh produce, organic, locally sourced products, fast‑moving consumer goods, essential non‑food products, latest innovations and convenient services. the Fresh produce and local products As a major challenge for a successful food transition, fresh products demand all of the care and expertise of employees. Carrefour offers a broad range of high‑quality fresh products in a pleasant environment, with well‑stocked stalls, easy‑to‑reach items, and regional products. Around the world, Carrefour is also developing local, eco‑friendly supply channels, supported by long‑standing partnerships with farmers, breeders, and producers. In addition to major national‑brand products, the Group offers a wide variety of own‑brand food products, which are also popular with its customers. Carrefour‑branded products are at the core of the Group’s strategy. They play a key role in achieving its objective regarding the food transition for all, through renewed and extended product ranges with greater price appeal. Carrefour is stepping up initiatives to create own‑brand products that are original and of high quality, in terms of both the ingredients used and the recipes. Their packaging has also been given a makeover. Carrefour‑branded products are set to become an ever‑greater part of the assortment. The target for 2026 is to have Carrefour brands representing 40% of sales. In view of this, the management team dedicated to Carrefour‑branded products has been strengthened at Group level since 2018 with the arrival of agribusiness experts. At there were 10,672 Carrefour own‑brand products including 1,263 organic products and more than 1,100 Carrefour Bio‑brand products. the end of 2023, The Reﬂets de France brand, for example, was the ﬁrst to promote traditional products of all varieties that exemplify France’s culinary heritage. than 600 product listings marketed in more than 30 countries. It currently spans more In 1992, Carrefour was the ﬁrst mass‑retailer to sell an organic product. It is now the leading organic grocer in France. In this way, the Group’s banners are driving innovation and responding to the perceived needs of their shoppers to help guide them towards healthier diets. Carrefour is fully committed to ensuring quality and food safety at every stage. Upstream, Carrefour teams certify and support suppliers based on strict compliance with product speciﬁcations and health standards. Through the supply chain, goods are subject to a number of inspections and controls, with special attention paid to fresh products. in transparency form of highly Downstream, the stores check the quality of their merchandise every day and are themselves subject to a rigorous analysis and audit process. This constant vigilance supports a commitment to greater visible, the easy‑to‑understand product information. Carrefour encourages the development of new products and new supply channels that deliver signiﬁcant beneﬁts to customers and the environment. Carrefour innovative practices to offer agroecological farm products and non‑GMO or antibiotic‑free meat, and implementing blockchain technology has helped to boost the transparency and traceability of its products along the entire production chain. introducing is also Relations with suppliers and SMEs Carrefour nurtures close relationships with a multitude of including customers, stakeholders, suppliers, employees, communities, investors, universities, trade associations and governments. These relationships are forged every day in a climate of trust. Carrefour’s aim is to strengthen its partnerships with suppliers, support their growth and contribute to improving working conditions in countries where special vigilance is needed. Carrefour has set up voluntary initiatives and partnerships with its own‑brand and national brand suppliers focusing on a number of themes. For example, it has provided all its suppliers with an online sustainable development of self‑assessment test and helped roll out a self‑assessment test for the entire retail sector. The international purchasing team also organises annual meetings with international suppliers to encourage them to roll out action plans related to the food transition. 1.4.3.4 Financial and purchasing services While varying by country and local practices, Carrefour services help satisfy customers with the same commitment to quality products and services at the best price by enabling them to book a trip or theatre tickets, rent a car, print photos, buy eyeglasses, get their laundry dry‑cleaned or beneﬁt from concierge services. In addition, all of the Group’s integrated countries offer customers ﬁnancial services that cover a wide range of credit and payment solutions. These affordable, high‑quality products are designed to help customers carry out their projects and meet their needs on a day‑to‑day basis. These services include ﬁnancing solutions and products that relate to the stores’ operations (consumer credit, speciﬁc purpose credit, insurance, payment cards), as well as personal loans. In 2023, the Group partnered with MoneyGram, one of the world’s leading providers of peer‑to‑peer money transfers, to expand its range of high value‑added ﬁnancial services. In 2024, it plans to open over 500 MoneyGram counters in stores in its main countries to offer a money transfer service to all Carrefour customers in hypermarkets and supermarkets around the world. 42 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com Market Pay, an international payment platform founded in 2016 to meet Carrefour’s omni‑channel retail challenges in its various geographies, began marketing its payment services in France, Belgium, Spain and Italy in May 2020. The FinTech company, which targets both retailers and pure players to help them roll out innovative and reliable payment solutions, has seen strong growth. It now covers seven European countries and processed a volume of 2.4 billion transactions in 2023, representing 29 billion euros in value, 160,000 terminals and more than 5 million cards. loans and 3.5 million The Group has built up a strong presence in ﬁnancial services and insurance, including through its ﬁve ﬁnancing entities (in France, Brazil, Spain, Belgium and Argentina) and commercial agreements. As of end‑2023, these activities represented more than 10 million credit cards, almost 8 billion outstanding consumer insurance contracts sold annually. They have already been partly digitised, with a quarter of new cardholders recruited through digital channels and 71% of customers active in digital technology. As part of its digitalisation strategy, the Group intends to capitalise on its bank in Brazil, which is a centre of expertise and innovation in the digitalisation of ﬁnancial services, to develop new ﬁnancing and insurance products and services for its B2C and B2B customers in all the Group’s countries. These products and services will be fully integrated into the customer path of physical and digital retail operations in order to develop their visibility and marketing and thus encourage multi‑equipment. 1.4.3.5 Logistics and supply‑chain operations The Company’s logistics and supply chain operations are a key driver of its operational efficiency. Carrefour pays particular attention to this, in all its geographical areas. The various logistics units employ more than 18,000 people worldwide. Employees and service providers are there to serve the Group’s various store formats and customers. They lead all the operations involved in cross‑functionally managing the ﬂow of goods and information amongst all the links in the supply chain, including ordering merchandise from suppliers, receiving, storing and preparing the online or store‑bought items in warehouses and then delivering them to point of sale and stocking them on store shelves or delivering them directly to customers. Carrefour uses advanced teams and estimation systems to manage supplier orders, inventory, order preparation platforms equipped with mechanised sorters, as well as the largest ﬂeet of non‑diesel trucks in France. As part of its omni‑channel strategy, which provides for close integration between e‑commerce and physical retail, Carrefour is building a cutting‑edge industrial ecosystem to enhance the efficiency and responsiveness of its supply chain and shorten delivery times for online orders. It includes: automated order PRESENTATION OF THE CARREFOUR GROUP Business model – stakeholders and activities fulﬁlment centres serving Drives and click & collect pick‑up points; semi‑automated order fulﬁlment solutions in stores (“dark stores”); and partnerships with operators specialised in last‑mile logistics. As of end‑2023, the Group had 138 warehouses and logistics centres in its integrated countries, operated either on a full ownership basis or by service providers, 15 of which are speciﬁcally for e‑commerce. 1.4.3.6 Real estate Carrefour also enjoys extensive real estate expertise, which it leverages to enhance store appeal and increase value, with the goal of creating and operating aligned, well‑managed retail environments. Its ambition is to design places conducive to a warm, sustainably contributing to the appeal and vitality of each host city and region. shopping experience, while friendly In France, Carrefour has identiﬁed around 100 sites that could be transformed into housing, offices or stores. Whether the stores are located in city centres or on the outskirts, in historic shopping districts or in new neighbourhoods, this retail vision requires solutions aligned with changing environments, lifestyles and spending habits. The new formats and concepts offered by Carrefour in these districts constitute new generation shopping and lifestyle environments that act as sustainable sources of economic and social vitality for their host communities. In 2023, projects aimed at adding value to the Group’s real estate portfolio and assets were all launched. The Villes et Commerces property venture, 80% owned by Carrefour and 20% by Nexity, was created to extract value from 76 sites in France representing approximately 800,000 sq.m.; their development should enable the creation of 12,000 housing units, 120,000 sq.m. of retail space, 10,000 sq.m. of office and activity space, and 17,000 sq.m. of hospitality space. As of December 31, 2023, the Group operated 17.7 million sq.m. of sales area under its banners, with property and equipment being mainly comprised of sales areas operated by the Group. The Group’s store ownership strategy depends on the country and the format. In France, Spain and Italy, hypermarket and supermarket real estate is held by Carrefour Property, which manages nearly 1,200 proprietary Carrefour‑branded stores. The unit also has all of the real estate expertise needed to lead the Group’s real estate projects: in areas such as asset management, project management and design, delegated project management, property development, leasing, etc. The Carrefour Property France teams also provide project support services to other Carrefour group countries. In every host country, the combination of property and retailing expertise is making it possible to design and operate multi‑use complexes aligned with shopper needs and aspirations. UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 43 1 2 3 4 5 6 7 8 9 1 PRESENTATION OF THE CARREFOUR GROUP Business model – stakeholders and activities The Group can also rely on its 36.43%-owned property company Carmila, which is dedicated to enhancing the appeal of shopping centres adjacent to Carrefour hypermarkets in France, Spain and Italy. Carmila was set up in 2014 by Carrefour with a mandate to enhance the appeal of shopping centres adjacent to the Group’s hypermarkets in France, Spain and Italy. To do this, Carmila is inventing new types of accessible and evolving retail outlets in phase with current consumption trends by combining the best of physical and digital retailing. Carmila centres offer solutions that make day‑to‑day life easier for customers and retailers in all regions. It is asserting the local leadership of shopping centres through a transformation strategy – comprising renovations, restructuring and extensions – and the provision of a balanced retail offering that combines regular brands, restaurants and “enjoyment” shopping. Carmila’s strength resides in the synergies it has unlocked with Carrefour, both in day‑to‑day retail management and an omni‑channel marketing strategy to attract new customers, foster their loyalty and increase their satisfaction by optimising the customer experience. 1.4.3.7 Retail media Carrefour is ramping up its activities in the booming retail media market. In 2021, the Group set up the Carrefour Links platform designed to provide partner companies with a detailed understanding of what customers expect, to conduct their marketing campaigns throughout the Group’s universe and to measure their real impact from ad to in‑store purchase. Carrefour Links combines Carrefour’s retail expertise with the best in security, storage and data processing technology co‑developed with global industry leaders (i.e., Criteo, Google and LiveRamp). Carrefour Links had more than 450 clients in early 2023. On the heels of this success, the joint subsidiary Ulimitail was launched with Publicis to tap into the booming retail media market in the ﬁrst half of 2023 (see 1.3.2.3). This joint venture, which covers the entire retail media value chain, will market its solutions to customers with a wide range of proﬁles in Europe and Latin America. The Group is aiming to become a media solutions platform capable of operating media services on behalf of other companies. 44 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com PRESENTATION OF THE CARREFOUR GROUP Performance 1.5 Performance 1.5.1 SUMMARY OF 2023 FINANCIAL PERFORMANCE (in millions of euros) CONSOLIDATED INCOME STATEMENT Gross sales Net sales Recurring operating income before depreciation and amortisation (3) Recurring operating income Recurring operating income after net income/(loss) from equity‑accounted companies Operating income Net income/(loss) from continuing operations Net income/(loss) from continuing operations, Group share Total net income/(loss) Net income/(loss), Group share CONSOLIDATED STATEMENT OF CASH FLOWS Cash ﬂow from operating activities Net cash from operating activities Net cash from/(used in) investing activities Net cash from/(used in) ﬁnancing activities Net change in cash and cash equivalents Net free cash ﬂow CONSOLIDATED STATEMENT OF FINANCIAL POSITION Net debt Total equity Equity – Group share 2023 2022 2021 (1) 2020 (2) 94,132 83,270 90,180 81,385 4,559 2,264 2,308 1,749 900 930 1,642 1,659 4,032 4,650 (739) (2,719) 838 1,622 2,560 13,387 11,539 4,613 2,377 2,427 2,463 1,564 1,368 1,566 1,348 3,968 4,219 (2,134) (326) 1,748 1,262 3,378 (5) 13,186 11,144 78,645 70,462 4,307 2,194 2,206 1,840 1,210 1,002 1,301 1,072 3,796 3,661 (1,334) (3,060) (735) 1,227 2,633 11,830 10,251 78,609 70,719 4,465 2,173 (4) 2,160 1,686 853 663 831 641 3,408 3,395 (1,841) (1,126) (27) 1,056 2,616 11,609 (6) 10,103 (6) (1) (2) (3) (4) (5) (6) Carrefour Taiwan is accounted for as discontinued operations, in accordance with the IFRS 5 accounting standard. 2020 restated for the IFRS IC decision on IAS 19. Recurring operating income before depreciation and amortisation (including supply chain depreciation). Recurring operating income for 2020 includes income expenses related to Covid‑19. Exceptional bonuses and other similar benefits awarded to employees (128 million euros in first‑half 2020) are reported under “Non‑recurring income” or “Non‑recurring expenses”. Restated for IFRS 3. 2020 restated for the new IFRS 16. 1 2 3 4 5 6 7 8 9 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 45 1 PRESENTATION OF THE CARREFOUR GROUP Performance 1.5.2 SUMMARY OF 2023 STOCK MARKET PERFORMANCE SHARE PRICE January February March April May June July August September October November December * In euros Price high* Price low* Average closing price* Number of shares traded Amount of capital traded* 17.54 18.71 18.63 18.94 18.565 17.355 18.54 18.4 17.285 16.675 17.405 17.32 15.725 16.095 17.305 18.38 17.185 16.155 16.795 17.405 16.19 15.58 16.84 16.12 16.88 17.51 17.96 18.68 17.90 16.67 17.44 18.09 16.77 16.01 17.16 16.78 38,981,667 657,436,915 57,673,790 1,010,462,262 57,335,914 1,028,640,110 36,222,581 676,936,099 36,713,108 654,720,370 45,926,184 771,047,152 35,619,478 623,644,484 33,748,317 608,371,635 37,289,113 627,704,340 39,005,573 628,027,561 34,560,048 592,950,138 29,124,628 486,107,777 SUMMARY OF STOCK MARKET INDICATORS Closing price (in euros) (1) High Low At December 31 Number of shares at December 31 Market capitalisation at December 31 (in billions of euros) Average daily volume (1)(2) Net dividend (in euros) 2017 23.64 16.47 18.04 2018 19.62 13.14 14.91 2019 18.14 14.62 14.95 2020 16.89 12.33 14.03 2021 17.54 13.99 16.11 2022 21.17 14.02 15.64 2023 18.94 15.58 16.57 774,677,811 789,252,839 807,265,504 817,623,840 775,895,892 742,157,461 708,790,816 14.0 11.8 12.1 11.5 12.5 11.6 11.7 3,310,080 3,723,706 2,394,148 3,218,500 3,253,806 2,655,042 1,890,982 0.46 0.46 0.23 0.48 0.52 0.56 0.87 (3) (1) (2) (3) Source: Euronext. Average daily volume on Euronext. Subject to approval by the Shareholders’ Meeting. 46 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com PRESENTATION OF THE CARREFOUR GROUP Performance SHARE PRICE IN 2023 (BASE 100) Carrefour share price in relation to the CAC 40, BEFOODR and STOXX Europe 600 Personal Care Drug and Grocery Stores index (1) (2) 130 120 110 100 90 +16.5% +14.7% +5.9% +2.5% Jan. 23 Feb. 23 Mar. 23 Apr. 23 May 23 Jun. 23 Jul. 23 Aug. 23 Sept. 23 Oct. 23 Nov. 23 Dec. 23 CA FP Equity CAC Index S600PDP Index BEFOODR Index 1 2 3 4 SHARE CAPITAL AND OWNERSHIP STRUCTURE At December 31, 2023, Carrefour’s share capital stood at 1,771,977,040.00 euros (one billion seven hundred seventy‑one million nine hundred seventy‑seven thousand forty euros), divided into 708,790,816 shares with a par value of 2.50 euros each. The number of voting rights at December 31, 2023 was 886,612,205. After deducting the voting rights that cannot be exercised, the total number of voting rights was 869,002,680. To the Company’s knowledge, the breakdown of the capital at December 31, 2023 was as follows: 5 Treasury shares and employees 3.7% Individual shareholders 4.5% Reference shareholders 23.2% Institutional shareholders 68.6% (1) (2) BEFOODR: Ahold Delhaize, Carrefour, Greggs, HelloFresh, Jeronimo Martins, Kesko, Marks & Spencer, Ocado, Sainsbury and Tesco. S600PDP: Ahold Delhaize, Axfood, Beiersdorf, Carrefour, Dino Polska, Essity, Galenica, Greggs, HelloFresh Jeronimo Martins, Kesko, Ocado, Re ckitt Benckiser, Sainsbury, Tesco and Unilever. UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 47 6 7 8 9 1 PRESENTATION OF THE CARREFOUR GROUP Performance 1.5.3 SUMMARY OF 2023 NON‑FINANCIAL PERFORMANCE Results of the CSR and Food Transition Index for 2023 Carrefour deployed a CSR and Food Transition index in order to monitor the achievement of its objectives, assess its CSR performance and motivate its in‑house teams. In 2019, the Group’s performance in meeting these objectives was included in the criteria for executive compensation and serves as the basis for calculating 25% of executive compensation as part of the long‑term incentive plan, and 20% of the Chief Executive Officer’s compensation. Since 2021, the CSR index has been integrated into the variable compensation of executives in integrated countries. In 2023, the “CSR and Food Transition index” criterion was integrated into the collective portion of the in France, annual variable compensation of employees representing between 4% and 12% of the bonus depending on the scope and level of the employee. This compensation criterion concerns 10,000 people in France. Designed to cover a period of several years, the index measures CSR performance every year for each of the 17 indicators. The Index’s overall score is a simple average of the score for the 17 indicators. When the Carrefour 2026 strategic plan was its unveiled commitments sustainable agriculture, climate action, reduction in packaging, ﬁghting against deforestation in Brazil, nutrition and inclusion. The new commitments are integrated into the CSR and Food Transition Index from 2023. the Group strengthened in November 2022, to In 2023, Carrefour exceeded its non‑ﬁnancial objectives, as measured by its CSR and Food Transition Index with a score of 110%. This performance reﬂects in particular the progress made by the Group in reducing its greenhouse gas emissions, reducing packaging, engaging employees and deploying its training plan. Carrefour’s 2023 CSR and Food Transition Index = 110% 48 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com PRESENTATION OF THE CARREFOUR GROUP Performance No. Category Objective 2023 Result 2023 Score (6) Products Certiﬁed sustainable products 8 billion euros in sales of certiﬁed sustainable products by 2026 Plant‑based alternatives 650 million euros in sales of plant‑based products by 2026 (2) 100% of sensitive products with regard to forests, animal welfare, soils, marine resources and human rights to be covered by a risk mitigation plan by 2030 3 Carrefour targets on packaging reduction, bulk and reuse, and packaging recyclability implemented by 2026: (1) 5.3 514 70% 111% 93% 103% 117% 136% 1. 20,000 tonnes of packaging avoided by 2025 (cumulative vs. 2017) 20,738 116% 2. 300 million euros in sales of bulk products and goods in (3) reusable packaging by 2026 3. 100 million reusable, recyclable or compostable items of packaging in 2025 Raw materials Packaging Partner producers 50,000 partner producers by 2026 Stores Food waste Waste 50% reduction in food waste (vs. 2016) 100% of waste recycled by 2025 Climate (Scopes 1 and 2) 50% reduction in GHG emissions (Scopes 1 and 2) by 2030, and 70% reduction by 2040 (vs. 2019) Top 100 suppliers with a 1.5°C trajectory and 20 megatonnes avoided Top 100 suppliers with a 1.5°C trajectory by 2026 9 Climate (Scope 3) 20 megatonnes avoided by 2030 Customers Elimination of 2,600 tonnes of sugar from Carrefour‑branded products by 2026 (vs. 2022) 10 Nutrition and health Elimination of 250 tonnes of salt from Carrefour‑branded products by 2026 (vs. 2022) Customer community An active community of consumers of healthy and sustainable products in each of the eight countries where the Group operates Supplier commitments 500 suppliers committed to the Food Transition Pact by 2030 Act for Food Employees Minimum score of 75/100 for the question "Does Carrefour help you eat better?" Employee engagement Minimum employer recommendation score of 75/100 awarded annually to Carrefour by its employees (5) Gender equality Women to account for 35% of Top 200 managers by 2025 256 69% 46,013 -36% 70% -38% 44% 947,000 261 78 (4) 3 306 63 83 29% 69% 200% 92% 105% 105% 92% 92% 121% 117% 115% 118% 105% 101% 100% 133% 85% 119% 132% 99% 138% 109% Training Disability At least 50% of employees provided access to training every year 15,000 employees with a disability by 2026 13,358 Sales of national brand products with “sustainable fishing” and “sustainable forest” labels are not currently taken into account and will be added to the calculations in 2024. This indicator measures sales of alternatives to products of animal origin (e.g., meat substitutes, plant‑based milks and yoghurt). Sales of legumes have been added to this indicator in 2023 (e.g., chickpeas, lentils). The sales target has been raised to 300 million euros against 150 million euros initially, to take into account sales in reusable packaging on top of bulk sales. France, Spain, Belgium. Ipsos, July 2023 - 25,917 respondents out of a representative sample of 265,000 employees surveyed. See 2.4 Reporting methodology. UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 49 1 2 3 4 5 6 7 8 11 12 13 14 15 16 17 (1) (2) (3) (4) (5) (6) 1 2 3 4 5 6 7 8 9 1 PRESENTATION OF THE CARREFOUR GROUP Performance This index is designed as an oversight tool for the various professions. It also allows us to report externally on the roll‑out of the Group’s CSR strategies, in particular with regard to climate, biodiversity, circular economy, health, partner and employee engagement. The table below cross‑references the CSR Index objectives presented in Section 2.2. Performance indicator from the CSR Index Average score in 2023 Topics Biodiversity Section 2.1.2 Circular economy Section 2.1.3 Climate Section 2.1.4 Health Section 2.1.5 6 associated objectives Objectives 1, 2, 3, 4, 5 and 7 3 associated objectives Objectives 4, 6 and 7 5 associated objectives Objectives 2, 5, 6, 8 and 9 1 associated objective Objective 10 Customer and partner commitments Sections 2.1.2, 2.1.3, 2.1.4 4 associated objectives Objectives 5, 11, 12 and 13 Employees Section 2.1.7 4 associated objectives (14 to 17) 108% 107% 108% 101% 106% 119% 50 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com PRESENTATION OF THE CARREFOUR GROUP Performance Rating agency scores and awards in 2023 Carrefour regularly replies to questionnaires by ratings agencies to assess its performance based on business, social and governance criteria. In 2023, Carrefour gained 3 points in the Moody’s (formerly Vigeo Eiris) questionnaire, scoring 76/100. Carrefour also is one of the seven members of DJSI World, which brings together the best companies in terms of ESG performance. Ratings agency CDP Climate – Carbon disclosure project ISS OEKOM DJSI – S&P MSCI Moody’s VIGEO CDP – Forest Palm oil Soy Beef Wood and paper ■ ■ ■ ■ CDP Water 2018 A- 2019 A 2020 A- 2021 A 2022 A 2023 A- Prime C+ Prime C+ Prime C+ Prime C+ Prime C+ Prime C+ 69 A (1) A1+ 68 B- B- C B- - 73 AA 67 B B B- B- - 73 AA 67 B B B B A- 72 A 64 B B B B A- 69 AA 73 B B B B A- 67 AA 76 B B B- B- B (1) The Carrefour group requested an additional rating to the standard rating. In 2023, Carrefour won recognition organisations: from a number of ■ on December 5, 2023, Carrefour won the Data for Impact Award at the HUB Awards Impact event. This category recognises organisations that have implemented tangible data‑driven initiatives to drive sustainable transition. The carrefour.fr website was recognised for its use of data to help customers eat better; ■ in 2023, Carrefour picked up several awards at the LSA Innovation Awards evening: The Group won the “Food Trends Innovation” prize for extending its private label range of organic and French cereals and pulses to include einkorn and white beans. The Group was also rewarded for its reusable stainless steel packaging. The Group also received an award in the Diversity category for its women’s health programme; ■ For the third year running, Carrefour is one of the top three companies preferred by young people its CSR commitment. Universum's CSR Index was produced by means of a questionnaire submitted to 1,215 students and young professionals (with a maximum of five years' experience), having completed up to five years of higher education, between October and December 2023. for 1 2 3 4 5 6 7 8 9 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 51 1 PRESENTATION OF THE CARREFOUR GROUP Simplified legal chart 1.6 Simplified legal chart France Retail Carrefour Hypermarchés Société d'exploitation Amidis et Compagnie (integrated supermarkets) Carrefour Proximité France E-Commerce Greenweez Carrefour Drive Dejbox Logistics Purchasing Carrefour Supply Chain Interdis (Central purchasing centre for food) Real Estate Carrefour Property France Financial Services Carrefour Banque (Financial services) Maison Johanès Boubée (Beverages) Carmila Carma (Insurance) Belgium Spain Market Pay (Payment) Europe Italy Genedis (cash & carry) Provencia Poland Romania Retail Financial Services Real Estate Purchasing Retail Financial services Carrefour Belgium Centros Comerciales Carrefour Carrefour Italia Carrefour Polska Carrefour Romania Fimaser Servicios Financieros Carrefour Carrefour Property España Carrefour Property Italia Carmila España Carmila Holding Italia Eureca Mayoristas Latin America Argentina INC SA Brazil Atacadão * Banco de Servicios Financieros Banco CSF Sub-Saharan Africa Tunisia/Algeria Morocco Turkey Retail Adialea UHD Hypermarché LV / Maxi LV Carrefoursa Carrefour Sabanci Ticaret Merkezi * Africa & Middle East * Listed company 100% owned 50% or more owned Less than 50% owned 52 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com 2 CORPORATE SOCIAL RESPONSIBILITY AND PERFORMANCE 2.1 Non‑‑financial policies, action plans 2.3 Green taxonomy 2.3.1 Context 2.3.2 Results 2.3.3 Assessment and methodology 2.3.4 Outlook APPENDIX: Regulatory templates 2.4 Reporting methodology and verification of information 2.4.1 Detailed reporting methodology for CSR indicators 2.4.2 Report of the independent third‐party on the verification of the consolidated non‐ financial statement included in the group management report and performance 2.1.1 CSR methodology and non‑financial risks and performance 2.1.2 Biodiversity 2.1.3 Circular economy 2.1.4 Climate 2.1.5 Health and product quality 2.1.6 Trade practices 2.1.7 Employees 2.1.8 Workers in our value chain 2.2 Carrefour’s Duty of Care Plan 2.2.1 Governance of the Duty of Care Plan 2.2.2 Stakeholder dialogue 2.2.3 Risk map 2.2.4 Risk assessment measures 2.2.5 Presentation of prevention and mitigation measures for identified risks 2.2.6 Whistleblowing facilities 2.2.7 Monitoring system for measures implemented 2.2.8 Report on the 2023 Duty of Care Plan 56 56 63 75 82 95 99 107 114 121 121 125 127 137 141 160 162 162 168 168 169 172 177 178 184 184 199 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 53 2 CORPORATE SOCIAL RESPONSIBILITY AND PERFORMANCE Introduction The following sections of the Universal Registration Document present the components that underpin Carrefour’s Corporate Social Responsibility strategy. Chapter 1 presents Carrefour’s raison d’être and its ambition to become the leader of the food transition for all. In line with this ambition, this chapter also looks at projects developed by the Group, as well as a materiality analysis that ensures the alignment of these strategic priorities with stakeholder expectations, and an analysis of Carrefour’s business model. Lastly, it reviews the Group’s CSR performance summary and the achievement of its objectives based on the CSR and Food Transition Index. Chapter 2 details how CSR is structured within the Group, and the method deployed for implementing the food transition for all, creating more value for all stakeholders, and therefore developing the positive impact of the organisation’s activities on society. It describes the methodologies enabling Carrefour to develop CSR policies in response to social, environmental and societal risks it has identiﬁed in its business model and through dialogue with stakeholders. It highlights these policies, action plans and duty of care measures put into action to address identiﬁed risks. Lastly, it transparently explains the Group’s CSR performance through a set of key indicators. Chapter 2 thus contains information relating to the Non‑Financial Statement, the EU Green Taxonomy and the duty of care plan. Alignment with applicable regulations Non‑Financial Statement: this Universal Registration Document complies with the requirements of French government order no. 2017‑1180 of July 19, 2017 and decree no. 2017‑1265 of August 9, 2017, providing for a Non‑Financial Statement as stipulated notably under Articles L. 225‑102‑1 and R. 225‑105 et seq. of the French Commercial Code (Code de commerce). This information concerns the activities of Carrefour SA (the parent company) and all the Group’s consolidated companies. The Non‑Financial Statement consists of the following: ■ ■ ■ the business model, provided in Section 1.4.1; the map of Group risks based on the business model, which incorporates societal risks, presented in Section 4.1.2. The methodology for identifying societal risks and their definition are detailed in Section 2.1.1.2.1; the policies and action plans that address societal risks, described in Section 2.1. Thus, all the societal risk factors encountered by the Group in its activities are subject to its CSR policy. The CSR policy sections are structured as follows: biodiversity (Section 2.1.2), climate (Section 2.1.3), health and product quality (Section 2.1.4), business ethics and supply chains (Section 2.1.5) and employees (Section 2.1.6); ■ the Group’s Key Performance Indicators in 2023 are detailed for each policy in Section 2.1. Performance is summarised in Section 2.4 and Section 2.4.1 provides details on the reporting method; ■ lastly, Section 2.4.2 contains the independent third‑party report on consolidated CSR information. The scope of reporting is limited to the Group's retail operations, (see solely taking into account its eight integrated countries Section 2.4 Methodological note). For indicators with a different scope, details are provided in the footnotes. (1) Duty of care: this section contains information on the Group’s duty of care plan for identifying risks and preventing serious violations of human rights and fundamental freedoms, the health and safety of individuals, and the environment. It complies with the requirements set out law no. 2017‑399 of March 27, 2017 with regard to the duty of care. As such, the following items and information are covered: in French ■ ■ ■ ■ ■ ■ the map used to identify, analyse and classify risks (see Section 2.2.2); procedures used to regularly assess the position of subsidiaries, subcontractors and suppliers with which the Group maintains an established business relationship, based on the risk map (see Section 2.2.3); adapted actions for mitigating risks or preventing serious threats (see Sections 2.2.3.1 and 2.2.3.2); the whistleblowing and warning systems for reporting the existence or materialisation of risks, established in cooperation with the trade unions of said company (see Section 2.2.5); the system for monitoring actions taken and measuring their (see Section 2.2.6 and Sections 2.2.3.1 and effectiveness 2.2.3.2); the report on the implementation of the Duty of Care Plan covering (see Section 2.2.7). the previous reporting financial year The information included in Carrefour’s Duty of Care Plan is presented in this section as follows: ■ ■ ■ governance of CSR, the food transition and the Duty of Care Plan is presented in Section 2.2.1; procedures for dialogue and collaboration with stakeholders, which can be used to set policies and to update and evaluate implementation of third‑party assessments and risk the prevention and mitigation measures are presented in Section 2.2.1.2; the methodology used to map risks relating to human rights and fundamental freedoms, health and safety, and the environment is presented in Section 2.2.2.1. The main identified risks and their sub‑factors are presented in Section 2.2.2.2; (1) Excluding franchisees. 54 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com CORPORATE SOCIAL RESPONSIBILITY AND PERFORMANCE ■ risk prevention frameworks are presented in Section 2.2.4.1, third‑party assessments are described in Section 2.2.3, risk prevention and mitigation measures are presented in Section 2.2.4 and whistleblowing systems covered in the Duty of Care Plan are detailed in Section 2.2.5. The report on actions implemented in 2022 as part of the Duty of Care Plan is available in Section 2.2.7; ■ a summary of Carrefour’s non‑financial reporting, which covers all of the Group’s non‑financial performance indicators, is presented in Sections 2.2.3.1 and 2.2.3.2. Green Taxonomy: Section 2.3 complies with Regulation (EU) 2020/852, the EU Green Taxonomy, which came into effect on July 12, 2020 and establishes a common classiﬁcation system for all European Union countries to identify sustainable economic activities. To date, the Taxonomy’s scope does not cover product distribution in the Group’s stores. The regulation is applicable to only a few of the Group’s ancillary businesses, such as building construction and vehicle rentals. 1 2 3 4 5 6 7 8 9 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 55 2 CORPORATE SOCIAL RESPONSIBILITY AND PERFORMANCE Non‑financial policies, action plans and performance 2.1 Non‑financial policies, action plans and performance 2.1.1 CSR METHODOLOGY AND NON‑FINANCIAL RISKS AND PERFORMANCE 2.1.1.1 CSR governance and methodology In conducting its business activities, Carrefour gives importance to creating value for all its stakeholders. The Group has implemented CSR governance, developed reporting methods and continuously improved its decision‑making processes, tools and strategies to increase its positive impact on society. its new transformation plan In 2022, Carrefour adopted “Carrefour 2026”, which marks a new the implementation of the food transition for all. Carrefour is strengthening its CSR ambitions, in particular with regard to the ﬁght against climate change; the production of renewable energy; the reduction of packaging and the development of bulk sales; the ﬁght against the preservation of biodiversity; deforestation; healthy food; diversity and inclusion. stage in The Group’s CSR approach has evolved signiﬁcantly due to the actions taken in implementing its raison d’être. The methodology is based on the following principles: ■ transparent goals with stakeholders supported at the highest level of the organisation: Carrefour identifies material issues and imperatives, sets quantitative targets and works closely with its partners on drawing up action plans. The most strategic objectives are integrated into the CSR & Food Transition Index. This index measures an annual achievement rate and is factored into management compensation (see Section 1.5.3); ■ In 2022, Carrefour created an dedicated governance: Engagement department positioned at the level of the Group’s Executive Committee, responsible for embodying the Group’s aims in relation to CSR (the environment, climate, fight against food waste, etc.), Diversity and Inclusion (gender equality, disability, diversity of origin, etc.), the Carrefour Foundation and the Group & France Solidarity Unit. Governance bodies for CSR and the food transition have been set up or strengthened at every level in the organisation (see Section 2.2.1.1); ■ actions integrated into products and stores for its customers: the integration of actions tested by customers into stores is a key marker of the methodology, as these actions embody the Group’s long‑term objectives. 56 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com CORPORATE SOCIAL RESPONSIBILITY AND PERFORMANCE Non‑financial policies, action plans and performance Focus N°1: The Carrefour group’s Engagement department On February 1, 2022, the Group announced the creation of an Engagement department responsible for CSR strategy and for translating the Group’s social commitments into action. Carine Kraus, Director of Engagement, is General Delegate of the Carrefour Foundation and a member of the Group Executive Committee. It coordinates and synchronises the deployment of the CSR and food transition strategy in close collaboration with various Group departments, business lines, countries and external stakeholders. The Engagement department comprises the CSR Department, the Carrefour the Diversity and Foundation and the Group & France Solidarity unit. Inclusion Department, The Group’s CSR department is responsible for implementing the CSR methodology and contributes to the deﬁnition and is management of Carrefour’s societal objectives. responsible for building a vision for Carrefour’s contribution to the UN Sustainable Development Goals (SDGs) and reports on Group performance to its stakeholders based on international standards. In addition to its contribution to Group strategy and with the help of Carrefour experts, the CSR department the various identiﬁes emerging trends and supports It professions with the design and implementation of innovative, substantive projects. It works together with the Legal, Risk, Merchandise and Human Resources departments to roll out the Group’s Duty of Care Plan. The CSR department, responsible for implementing these projects, comprises about ten employees, who work with all the Group professions and departments concerned, particularly the Merchandising, Quality, Marketing, Communication, Store and E‑commerce departments. Every country where the Group operates has a CSR department, made up of local teams. The Diversity and Inclusion department is responsible for deﬁning and driving the diversity and inclusion policy at Group level in collaboration with all countries. It deals, for example, with gender equality and disability issues, combating all forms of discrimination. are The Carrefour Foundation and the Group & France Solidarity Unit for supporting and coordinating sponsorship activities in the countries where the Group operates. responsible To achieve its mission of becoming the leader of the food transition for all, the Group acts at all levels to participate in transforming markets; directly engaging suppliers, partners, and customers; and bringing innovative solutions that can reshape production and consumption modes. ■ ■ in market working towards a positive transformation standards: Carrefour acts for progress in market standards through initiatives supported by retail companies, suppliers and stakeholders in the value chain, organisations and public authorities; implementing exclusive innovations at local or international level that serve as an industry benchmark and can change consumer standards. Initiatives that have been successful with consumers are applied industry‑wide and help bring about transformation on the market. Campaigns include “C’est qui le patron?” (Who’s the Boss?), “Bring your own container”, returnable packaging, no‑waste boxes, and the elimination of plastic from the fruit and vegetables section. Carrefour and its partners work to identify innovative solutions and support the implementation of these solutions in order to suggest new ways of producing and using products; ■ involved: getting direct suppliers and service providers Carrefour has direct relationships with thousands of farmers, manufacturers and service providers: ■ ■ ■ as part of its trade relations, especially with its suppliers of Carrefour‑branded products, the Group includes standards in line with CSR and the food transition, Carrefour sets up collaborations with its suppliers of Carrefour‑branded products and national brands to initiate the transformations necessary to bring about the food transition for all, the announcement of the Carrefour 2026 strategic plan in 2022 was an opportunity for the Group to confirm its ambitions in the fight against global warming; Carrefour has called on its largest suppliers (the Top 100) to align with a 1.5°C trajectory by 2026, and has committed to delisting them if they do not meet this condition; ■ involving franchisees in the Group’s CSR and food transition process: Carrefour works closely with franchised stores, both in the eight integrated countries and through international partnerships. UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 57 1 2 3 4 5 6 7 8 9 2 CORPORATE SOCIAL RESPONSIBILITY AND PERFORMANCE Non‑financial policies, action plans and performance Focus N°2: Roll‑out of the CSR strategy to franchisees There are two types of franchise within the Group: ■ ■ franchised stores in the eight countries in which the Group operates directly: 8,865 stores representing 27% of all retail space under the banner. franchised stores of Partenariat International): more representing 17% of the sales area under the banner. international partners than (Carrefour 2,543 stores Carrefour works to franchises in various ways: integrate the CSR strategy into its ■ them, Carrefour has a network of franchise advisers to work with its franchise partners in the eight countries in which the Group operates directly. Through the Group supports franchisees on an individual basis, sharing rules, best practices, innovative solutions, projects and concepts that franchisees can implement on a voluntary basis. The Group also provides services, such as green energy purchasing at a preferential rate and waste contracts, thereby involving its partners in the transformations under way in the Group. Lastly, the Group’s targets for goods sold and distributed by Carrefour apply to all franchised stores in the eight integrated countries, meaning goods sold by franchised stores comply with the same rules as the Carrefour group. However, store‑related (e.g., climate, energy, waste and food waste management) only apply stores are independent. stores. Franchised integrated targets to ■ Carrefour Partenariat International (CPI) is responsible for ensuring international the franchised stores of partners are committed to the food transition for all. This commitment is underpinned by the following levers: that ■ ■ franchise partners: appended The Human Rights Charter signed by all the Group’s international the franchise partner contracts, the charter sets forth a number of social obligations. It describes the control methodology in place and specifies the existence of an Advisory Committee. to The CSR appendix now included in all new contracts since 2022: by signing this appendix, each partner undertakes to define quantified and time‑bound commitments aligned with the Carrefour group’s CSR priorities. ■ The annual strategic review: involving CPI and the CSR department, on the one hand, and franchise partner managers, on the other, the review enables strategic priorities to be defined with each partner. ■ The franchise partner CSR manager network: through this network, the Group shares rules, best practices, innovative solutions, projects and concepts that franchisees can implement on a voluntary basis. For example, a learning expedition was conducted in 2023 to share best practices, discuss key CSR challenges and visit Carrefour stores involved in innovative initiatives. Franchise partners from over ten countries took part in the event. It should be noted that international partners define their own CSR policies. They transmit data relating to store activity on a voluntary basis. Carrefour’s CSR objectives do not apply to international franchisees. Carrefour and franchisee climate targets ■ ■ ■ As regards emissions from energy consumption and the use of refrigerants for all franchised stores (Scopes 1 and 2 of franchised stores), these account for 37% of the total emissions (Scopes 1 and 2) of Carrefour‑banner stores worldwide and less than 1% of the Group’s Scope 3 emissions. This scope is not included in our commitments to date, since it is not among the most material Scope 3 emissions categories for the Group. However, Carrefour includes all Scope 1 and 2 emissions of its franchisees and international partnerships in its climate footprint. For emissions associated with purchases of goods and services (representing 65% of the Group’s Scope 3), Carrefour includes in its climate diagnosis the emissions related to the production of products sold by its franchised stores in the Group’s eight integrated countries. As an represent indication, in those eight approximately 30% of total net sales countries. The Group’s to emissions associated with purchases of goods and services in these eight countries, for both integrated and franchised stores. sales made under franchises targets relate for Scope 1 and 2 emissions At the 2023 Shareholders’ Meeting, Carrefour committed to setting a target from franchisees in 2024. It has undertaken to reduce emissions from the purchase of goods and services and the use of products sold. This objective takes into account the purchase of goods and services of all integrated and franchised stores under the Carrefour banner in the eight countries where the Group operates directly. These sales are taken into account in our Scope 3 estimates and across the scope of our targets. ■ educating and engaging customers: to transform consumer habits, Carrefour offers products and solutions in stores to promote sustainable consumption. Carrefour aims to identify and better meet customers’ emerging societal and environmental expectations. But the Group also hopes to issues and co‑build educate people about sustainability solutions that everyone can adopt. Carrefour also established customer consultation and engagement channels to define its strategies (e.g., activist consumer groups in Spain and France). In particular, the Group aims to develop an active community of consumers in each country. This objective is included in the Group’s CSR and Food Transition Index (see Section 1.5.3). In 2023, consumer communities were established in France, Spain and Belgium. 58 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com CORPORATE SOCIAL RESPONSIBILITY AND PERFORMANCE Non‑financial policies, action plans and performance Carrefour uses analysis and dialogue tools to identify material issues, and deﬁne its policies and action plans while taking a continuous improvement approach. See Section 2.2 Duty of Care Plan. 2.1.1.2.1 Methodology for analysing Group risks relies on different Carrefour risk management procedures to identify and assess the risks applicable to the Group. These include risks of violations of human rights, health and safety, and the environment relating to the Group’s business operations. internal For the ﬁrst step, the Group identiﬁes the key risks associated with its retail business that include criteria relating to its corporate social responsibility. The methodology for identifying risks includes: ■ ■ ■ international standards and guidelines (GRI G4, ISO 26000, SASB‑B); expectations expressed in ESG questionnaires to which the Group responds every year; the materiality analysis conducted with both internal and external stakeholders, which is used to confirm the main societal risks included in the analysis. The Group’s general risks are then identiﬁed and analysed with all departments concerned in each country. This helps reﬁne the assessment of risks detected in each region. This process is detailed in Section 4.1 of this Universal Registration Document. These risks are then ranked in order of their net criticality. This analysis highlights the main risks that could affect the Group’s operations, ﬁnancial position, reputation, results and social responsibility. The analysis is updated annually, and results are submitted to the Audit Committee, the Group Executive Committee and the Board of Directors. Carrefour then identiﬁes which Group risks are CSR risks that could lead speciﬁcally to violations of human rights, health and safety, and the environment. This selection of key CSR risks measures the impact on stakeholders (including customers, suppliers, NGOs and civil society). When a Group risk is classiﬁed as a CSR risk, the risk is reformulated, and in some cases risks are grouped together (e.g., the Group risk “Use of raw materials questioned for their environmental, social or ethical impact” its becomes “Sourcing of sensitive raw materials” under classiﬁcation as a CSR risk). Section 2 details the policies, action plans and performance indicators related to these CSR risks. It therefore contains information relating to the Non‑Financial Statement and the Duty of Care Plan. 2.1.1.2.2 Map of the Group’s CSR risks The scope of the Non‑Financial Statement speciﬁcally addresses the CSR risks identiﬁed by the Group’s risk analysis. Carrefour rates each of these societal risks. These risks are assessed based on the following criteria: ■ ■ frequency: this criterion takes into account the probability of the dangerous event occurring. The frequency is assessed on a (1) scale of 1 to 4 ; impact: this gross indicator measures the financial and reputational impacts, as well as the impact on stakeholders (consumers, employees, suppliers, organisations, etc.). (1) 1: every 5 years or more, 2: every 1 to 5 years, 3: annually, 4: several times a year or permanent. UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 59 1 2 3 4 5 6 7 8 9 2 CORPORATE SOCIAL RESPONSIBILITY AND PERFORMANCE Non‑financial policies, action plans and performance 3.5 3.0 2.5 2.0 Y C N E U Q E R F 1.5 3.5 Failure to attract and retain talent Failure to assess, develop and value skills Contribution and vulnerability to climate change Lack of supply chain resilience Occupational health and safety risks Product quality compliance and safety Failure to respect freedom of association and the right to collective bargaining Non-compliance with personal data protection laws Sensitive raw material procurement Deﬁning and fulﬁlling CSR commitments Pollution and the impacts of our operations on biodiversity Non-ﬁnancial reporting Failure to uphold human rights and fair pay across the entire value chain Non-compliance with anti-corruption laws 4.5 5.5 6.5 7.5 8.5 GROSS CRITICALITY Human resources management Environmental impact of operations Value chain Safety and security of property and people Failure to comply with regulations 60 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com CORPORATE SOCIAL RESPONSIBILITY AND PERFORMANCE Non‑financial policies, action plans and performance 2.1.1.2.3 Definition of the Group’s societal risks and associated policies This mapping initiative identiﬁes non‑ﬁnancial reporting risk categories. The manner in which they are broken down and deﬁned throughout the Group is detailed in the table below. These non‑ﬁnancial reporting risk categories correspond to risks identiﬁed by the Group Internal Audit and Risk department. Section 2.1 presents the measures used to manage these risks, which are covered in the last column of the table below. TABLE 1: DEFINITION OF PRIORITY SOCIETAL RISKS USED FOR NON‑FINANCIAL REPORTING PURPOSES NFS risks Group risk Description of the non‑ﬁnancial reporting risk category Sensitive raw material procurement Use of raw materials questioned for their environmental, social or ethical impact Carrefour could stand accused of using raw materials whose value chains could have an impact on deforestation, depletion of scarce resources or human rights abuses (unpaid or poorly paid work, child labour, etc.). Occupational health and safety risks Psychosocial risks, workplace accidents or occupational illnesses Any failure to take effective prevention measures against psychosocial risks could lead to an increase in workplace accidents, particularly in stores and warehouses, or in occupational illnesses among Group employees. Contribution and vulnerability to climate change Failure to control energy consumption, refrigerants and associated carbon emissions Carrefour may fail to control its energy and refrigerant consumption, particularly following the promulgation of EU F‑gas and F‑gas II regulations, which will gradually prohibit the replacement and use of the most polluting refrigerants (e.g., Freon gas) by 2030. Extreme weather events Natural disasters (e.g., ﬂooding, heavy snowfall, heatwaves, etc.) may interrupt business (plant closures, breakdowns, serious damage) and endanger the lives of Carrefour customers, employees or suppliers. Non‑ﬁnancial reporting policies, action plans and performance Section 2.1.2 Section 2.1.8 Section 2.1.7 Section 2.1.8 Section 2.1.4 Failure to attract and retain talent Inability or difficulties in attracting and retaining key employees The Group could encounter difficulties in attracting, hiring or retaining talent for key positions. This risk may arise in particular due to departures from critical positions such as Directors and Senior Directors. Section 2.1.7 Failure to develop and value skills Failure to assess, develop or value skills Poor deployment of skills assessment, development and recognition policy by managers and human resources is likely to demotivate employees and result in lower productivity and increased turnover. Quality, compliance and product safety failure Failure of the removal and recall system Malfunctions in the recall and withdrawal procedure for batches of food products could have serious health impacts on customers. Section 2.1.5 Serious breach of quality and hygiene standards in stores, warehouses or at a logistics partner Serious breaches of quality and hygiene standards in stores, warehouses or at a logistics partner can have serious consequences for the health of our customers. Failure to manage the product reference guide and/or product information disclosed to consumers Major deﬁciencies in product control and traceability could have serious consequences for the health of our customers and not meet consumer expectations regarding product origin. These shortcomings could also impact Carrefour’s business development and results. Deﬁning and fulﬁlling CSR commitments Failure to deﬁne and fulﬁl corporate social responsibility commitments A misalignment between the Group’s strategy and CSR objectives or poor deﬁnition of its objectives and ambitions in relation to market expectations could negatively impact the Group’s non‑ﬁnancial performance. Carrefour could be accused of failing to respect its commitments for deﬁning unclear or insufficiently ambitious goals. Section 2.1.1.1 Section 2.2.1.2 1 2 3 4 5 6 7 8 9 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 61 2 CORPORATE SOCIAL RESPONSIBILITY AND PERFORMANCE Non‑financial policies, action plans and performance NFS risks Group risk Description of the non‑ﬁnancial reporting risk category Lack of supply chain resilience Street demonstrations, strikes or agricultural crises Farming or industry crises could lead to supply shortages (e.g., milk or butter shortages in France). Supply chains can also be disrupted by events related to economic or political crises. Environmental and social crises can impact supply chains, raising the price of raw materials and lowering the Group’s proﬁts. Non‑ﬁnancial reporting policies, action plans and performance Section 2.1.8 Failure to respect freedom of association and the right to social dialogue Poor management or degradation of the social climate within Carrefour Insufficient social dialogue can lead to demotivated employees. These events are likely to result in loss of productivity and/or revenue. Section 2.1.7 Section 2.1.8 Section 2.1.6 Failure to uphold human rights and fair pay across the entire value chain Carrefour or its suppliers are accused of failing to comply with labour law or human rights Carrefour strives to uphold human rights across the entire value chain. Any instances of forced labour or exploitation of children, or failure by a supplier to pay the minimum wage could have a strong negative impact on the Group’s reputation. Non‑compliance with anti‑corruption laws Non‑compliance with anti‑corruption laws Non‑compliance with personal data laws Non‑compliance with laws on the protection of personal data (e.g., GDPR, LGPD) The Sapin II law on transparency, corruption and modernised business practice requires French companies, such as Carrefour and its subsidiaries, to set up a compliance programme to both prevent and detect any corruption or use of undue inﬂuence, inside or outside France. Carrefour may fail to comply with all of the pillars and provisions of this legislation. Carrefour processes large volumes of personal data for customers, employees and suppliers. Data protection and privacy legislation – e.g., the General Data Protection Regulation (GDPR) in force since May 25, 2018 in the European Union in addition to existing national legislation, and the “General Data Protection law” (LGPD) which came into force in Brazil in September 2020 – establish a new legal data protection framework with increased protection for citizens’ rights and new legal obligations for businesses. Carrefour must ensure that it complies with all of the requirements of such legislation. Failure to respect the principles of diversity and to battle discrimination and harassment Failure to comply with the principles of diversity and equality or failures to combat discrimination and harassment Carrefour may encounter difficulties in deploying its anti‑discrimination policy, particularly with regard to gender diversity and equal pay or the employment of people with disabilities. Section 2.1.7 Pollution and the impact of our operations on biodiversity Non‑ﬁnancial reporting Deterioration of biodiversity linked to real estate assets (e.g., pollution from oil products, deforestation) Increasing non‑ﬁnancial reporting requirements (e.g., Green Taxonomy in Europe) *The Group stopped assessing this risk in 2023. Carrefour’s business operations may have a negative impact on biodiversity, particularly due to pollution events. Ecosystems may be destroyed by construction work, pollution from fuel retail operations or poor waste management. Section 2.1.2 The poor quality of the data reported could impact the assessment and analysis of the Group’s non‑ﬁnancial performance. Section 2.1 Section 2.4 62 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com CORPORATE SOCIAL RESPONSIBILITY AND PERFORMANCE Non‑financial policies, action plans and performance 2.1.2 BIODIVERSITY 2.1.2.1 Our objectives and outcomes Overview The food industry is highly dependent on biodiversity, which is is crucial for the food and why biodiversity conservation is agriculture an in unprecedented global ﬁve main factors sectors. However, decline signiﬁcantly exacerbated by the food industry: biodiversity by caused (2) (1) changes in how land is used; water, soil and air pollution and the resulting reduction in water quality; direct exploitation of certain organisms; climate change; the spread of invasive alien species. ■ ■ ■ ■ ■ As a key player in the food industry, Carrefour has a role to play in preserving biodiversity and reducing pollution. The Group’s actions in this area also respond to consumers’ justiﬁed demands for more information, better quality products and greater transparency. While actions can be taken at the level of Carrefour’s sites and operations, solutions that promote biodiversity and reduce pollution must also be developed collectively throughout the supply and production chains with all stakeholders. Carrefour FIGURE 1: CARREFOUR'S BIODIVERSITY IMPACTS therefore takes action to protect biodiversity and reduce pollution in its activities and operations, as well as upstream, in its partnership with customers. its suppliers, and downstream with Impacts, risks and opportunities The retail industry is a major contributor to the loss of biodiversity through the manufacture, use and end‑of‑life of products sold. They collectively contribute to the ﬁve key pressures on biodiversity. To a lesser but still signiﬁcant extent, the Group adds to these pressures through its operations and those of its franchisees. The industry depends on ecosystems to source its products, obtain the energy they require and treat the effluents they generate both when in use and at the time of their disposal. In 2022, Carrefour conducted a macro‑analysis of its impacts and dependencies on nature across the entire value chain and by level of associated risk. Going a step further in 2023, it analysed the impacts of around 15 raw materials at each step of the value chain in France. These initiatives are in line with Carrefour’s commitment to the Science Based Targets for Nature (SBTN) programme, which guides organisations in setting ambitious and science‑based targets for climate and nature protection. The Group also assessed its biodiversity footprint using the Corporate Biodiversity Footprint (CBF) measurement tool. Representation of the Group's biodiversity footprint by country and type of pressure -26,667 sq.km.MSA.yr -52% Brazil -22% France -10% Argentina -6% Spain -3% Italy -3% Belgium -2% Romania -2% Poland -86% Change of land use -6% Water stress -6% Water pollution -1% Air pollution -1% Global warming The map illustrates how the Group’s operations contribute to each of the ﬁve main drivers of biodiversity loss identiﬁed by the Intergovernmental Science‑Policy Platform on Biodiversity and Ecosystem Services (IPBES). Most of the impacts occur upstream or downstream from Carrefour’s direct operations. (1) (2) Intergovernmental Science‑Policy Platform on Biodiversity and Ecosystem Services (IPBES), 2019. Seventh IPBES Global Assessment report. World Business Council for Sustainable Development (WBCSD). Vision 2050. UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 63 1 2 3 4 5 6 7 8 9 2 CORPORATE SOCIAL RESPONSIBILITY AND PERFORMANCE Non‑financial policies, action plans and performance FIGURE 2: MAP OF CARREFOUR'S IMPACTS Mapping the impacts and dependencies of Carrefour's activities on biodiversity Level of impact Very high High Medium UPSTREAM DIRECT IMPACTS DOWNSTREAM Habitat destruction Agricultural production of our products Land use at our sites Pollution Pollution associated with freight Climate change Resource exploitation Invasive species and others Emissions associated with agricultural production of our products Overexploitation of certain sensitive raw materials Nuisances associated with agricultural production, invasive species associated with long-distance freight Solid waste generated on our sites Water consumption of the food- processing industries (own brand) Nuisances associated with our sites (e.g., car parks, etc.) Solid waste associated with sold products, pollution of aquatic environments associated with some products Emissions associated with sold products Water consumption associated with sold products FIGURE 3: MAP OF CARREFOUR DEPENDENCIES DIRECT IMPACTS - UPSTREAM DIRECT IMPACTS DIRECT IMPACTS - DOWNSTREAM Level of dependency High Medium Very high Agricultural production and product processing Transport Supply services (1) Support services (2) Regulation services (3) • Surface and groundwater supply • Supply of plant and animal commodities • Production of cardboard packaging No ecosystem service provided • Water supply No ecosystem service provided • Pollination • Soil quality • Water quality • Water cycle maintenance • Natural habitats • Climate regulation • Water quality regulation • Pest and desease control • Flood and storm protection • Erosion control No ecosystem service provided • Water cycle maintenance • Water quality • Homes and other buildings No ecosystem service provided No ecosystem service provided • Erosion control • Climate regulation • Water quality regulation • Flood and storm protection No ecosystem service provided 80% of products depend on biodiversity systems (1) Resources provided by ecosystems/biodiversity (2) Natural processes regulated by ecosystems/biodiversity (3) Functions that help to maintain other ecosystem services Source : ENCORE tool and expert opinons 64 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com CORPORATE SOCIAL RESPONSIBILITY AND PERFORMANCE Non‑financial policies, action plans and performance MAP OF BIODIVERSITY IMPACTS BY PRIORITY RAW MATERIAL (1) The table below summarises part of the work carried out in 2023. It shows the pressures exerted on biodiversity by several raw materials identiﬁed as high impact by Science Based Targets for Nature: The impact of solid waste, as well as noise, light, odour and physical disturbances associated with human activity, resulting in disruption to species, were not examined under the SBTN approach due to insufficient knowledge about these pressures . The products taken into account are consumer food products (2) (3) . Change in use of land and sea Overexploitation of resources Climate change Pollution Invasive species GHG emissions Air pollution Water pollution Soil pollution Biological degradation Palm oil Soy Beef Cocoa Fishery products Aquaculture products Cotton N/A Average impact: below the food product median High impact: above the food product median Very high impact: higher than 95% of food products POLLUTION‑RELATED RISKS AND OPPORTUNITIES FOR CARREFOUR Based on the various biodiversity analyses carried out, the major risks that Carrefour has identiﬁed related to the preservation of biodiversity are: "Pollution of living organisms and food resources", "Air, water and soil pollution", "Emission of substances of concern and very high concern", "Microplastics". The risks and opportunities are presented in the table below: (1) (2) (3) A selection of seven priority raw materials out of a total of around 15 examined under the Science Based Target for Nature project. The other materials studied are coffee, nuts, pork, milk, dairy products, eggs, rice and poultry. The impact is assessed according to: the 50% of food products with the lowest impact, the 50% of food products with the highest impact (excluding the top five with the highest impact), and the 5% of food products with the highest impact of all food products. Source: Agribalyse. UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 65 1 2 3 4 5 6 7 8 9 2 CORPORATE SOCIAL RESPONSIBILITY AND PERFORMANCE Non‑financial policies, action plans and performance TYPE OF RISK VALUE CHAIN RISK Upstream Pollution of air, water, soil, living organisms and food resources An increase in product prices due to the technological transition within the supply sector and/or the payment of penalties for pollution offences Declining availability and inﬂation of raw materials due to environmental degradation, lower yields and the pollution of resources (degradation of ecosystem services) Carrefour accused of using suppliers that contribute to pollution (textile industry) OPPORTUNITIES Securing supplies through organic or agroecological production chains to reduce pesticides, fertilisers and antibiotics Development of local non‑GMO (soy) animal feed chains Operations Carrefour accused of non‑compliance with pollution regulations (stores, warehouses, service stations) Downstream Major investments to bring the Group’s stores in line with F‑Gas regulations Carrefour accused of using unsafe ingredients in its products and distributing products that emit polluting substances during their use (cosmetics, textiles, etc.) Increase in the recall of products contaminated by crop protection agents, pesticides or health disasters Upstream Increasing scarcity and non‑renewal of marine resources: higher prices and more limited store offerings Development of alternative fuels, green mobility solutions and low‑carbon delivery services (soft mobility, electric vehicles, etc.) Development of a range of natural products (free of controversial or potentially harmful substances) that respond to customer requirements (organic, bulk, pesticide‑free, zero antibiotics, etc.) Consumption of marine resources and degradation of marine ecosystems Downstream Microplastics Upstream/ Operations Reorganisation of animal production chains dependent on marine resources (animal feed), leading to supply disruptions and/or increased costs for these products Loss of attractiveness of certain non‑sustainable products (lack of MSC, ASC or organic certiﬁcation, use of non‑selective ﬁshing techniques, lack of sustainable aquaculture practices) Legal action started against Carrefour for the sale of non‑sustainable seafood Additional costs for using alternatives to plastic products and packaging due to the phasing out of plastic and growing demand for alternative materials Substances of high and very high concern Downstream Loss of attractiveness of certain products when over‑packaged in plastic (fruit and vegetables) Carrefour accused of releasing microplastics from products and packaging into the food supply and the environment Upstream Need to review product speciﬁcations and modify product composition and production processes Operations Increased operational costs for managing hazardous waste and taxes expenses related to ecological organistaions Downstream Increased withdrawals and recalls out of precaution A health and/or environmental scandal involving a product containing substances of concern Offer plastic‑free products and packaging in the face of consumer concern Offer plastic‑free products and packaging in the face of consumer concern Anticipate the removal of substances of concern and very high concern to speed the introduction of new solutions Anticipate the removal of substances of concern and very high concern in order to differentiate the offering 66 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com CORPORATE SOCIAL RESPONSIBILITY AND PERFORMANCE Non‑financial policies, action plans and performance Coalitions and partnerships ADEME's “Entreprises et biodiversité” working group in France Entreprises engagées pour la nature Science-Based Targets network (SBTn) Task Force for Nature Disclosure (TNFD) WWF France WWF France Lab Capital Naturel Act for Nature International Forest Positive Coalition (Consumer Goods Forum) Contributions to the Sustainable Development Goals 1 2 3 4 5 6 7 8 9 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 67 2 CORPORATE SOCIAL RESPONSIBILITY AND PERFORMANCE Non‑financial policies, action plans and performance SUMMARY OF OUR OBJECTIVES AND OUTCOMES Topic Objective 2023 Result 2022 Result Change Target Promoting responsible consumption Promoting the consumption of certiﬁed sustainable products Sales of certiﬁed sustainable products euros) (1) (in millions of 5,282 5,142 +2.7% €8 billion by 2026 of which sales of organic products (in millions of euros) (2) 2,531 2,616 -3.2% of which sales of Carrefour Quality Lines products (in millions of euros) (3) 1,108 1,132 -2.1% of which sales of products that comply with our sustainable forestry policy (in millions of euros) (4) of which sales of products that comply with our sustainable ﬁshing policy – excluding organic products and Carrefour Quality Lines (in millions of euros) (6) (5) 871 707 871 0% 492 +43.8% of which sales of products with other environmental certiﬁcations (in millions of euros) (7) 57 31 +82.3% Promoting sustainable agriculture Promoting sustainable agriculture Percentage of sales of fresh food products sourced from organic or agroecological farmers (8) Number of Carrefour‑branded organic product references Percentage of sales of Carrefour Quality Lines fresh products committed to an agroecological approach (share of sales, as a %) (9) Market penetration rate of Carrefour Quality Lines in fresh produce (%) (10) 6.5% 4.8% +1.8 pts 1,163 1,247 -6.7 28.4% 6.5% +21.9 pts 7% 6.9% +0.1 pts Number of partner producers (11) 46,013 37,758 +21.9% +15% by 2025 100% by 2025 50,000 by 2026 of which organic farming partner producers (supported through sector‑based contractual arrangements) (12) 4,997 3,637 +37.4% of which Carrefour Quality Lines partner producers (13) 16,872 22,176 -23.9% of which regional or ultra‑local partner producers (14) 11,838 11,945 -0.8% of which producers who are partners in other (15)(16) collective initiatives 12,306 New 68 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com CORPORATE SOCIAL RESPONSIBILITY AND PERFORMANCE Non‑financial policies, action plans and performance Topic Objective Sensitive raw materials 2023 Result 2022 Result Change Target Raw materials associated with a risk of deforestation Palm oil: Percentage of palm oil used in Carrefour‑branded products that is fully traced (RSPO Segregated certiﬁed) (17) 95.3% 83.7% +11.6 pts 100% Palm oil: Percentage of palm oil used in Carrefour‑branded products certiﬁed RSPO or equivalent Wood and paper: Percentage of Carrefour‑branded products in ten priority categories sourced from sustainable forests (18) Soy: Percentage of Carrefour Quality Lines and other key Carrefour‑branded products that use (19) zero‑deforestation soy as animal feed Cocoa: Percentage of Carrefour‑branded chocolate bars that comply with our Sustainable Cocoa Charter (20) 100.0% 99.9% +0.1 pts 100% 96.3% 90.7% +5.6 pts 100% 21.7% 19.7% +2.1 pts 31.6% 31.4% +0.2 pts Traceability and assessment of traders: Percentage of key traders assessed 100% 100% Traceability and assessment of traders: Percentage of key traders making progress towards complying with our policy 33% Assessed based on 2022 data (21) : 100% Brazilian beef will be zero Brazilian beef deforestation for Carrefour brands by 2026, and for other brands by 2030 Brazilian beef: Percentage of Brazilian beef suppliers that are geo‑monitored and comply with our forest policy or are committed to an ambitious policy to combat deforestation Sourcing responsible textile raw materials Percentage of natural textile raw materials which comply with our responsible TEX policy wood ﬁbres, wool, cashmere) (22) (cotton, Methodology currently under development 100% 89.70% +10.3 pts 52.3% 46.40% +5.8 pts Cotton: Percentage of TEX products made from organic cotton and whose producers are paid fairly 20.6% 21% -0.4 pts Wood ﬁbre: Percentage of viscose TEX products made from wood ﬁbre sourced from sustainably managed, FSC (Forest Stewardship Council) certiﬁed forests Wool: Percentage of wool TEX products sourced from traceable quality lines that guarantee animal welfare and prevent desertiﬁcation Cashmere: Percentage of cashmere TEX products sourced from traceable quality lines that guarantee animal welfare and prevent desertiﬁcation 96.3% 70.9% +25.4 pts 58.7% 25.1% +33.6 pts 100% 100% 0 pts 100% by 2025 100% by 2023 100% by 2025 100% by 2025 100% by 2030 100% by 2025 100% by 2025 50% by 2027 100% by 2023 100% by 2025 100% by 2021 1 2 3 4 5 6 7 8 9 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 69 2 CORPORATE SOCIAL RESPONSIBILITY AND PERFORMANCE Non‑financial policies, action plans and performance Topic Objective 2023 Result 2022 Result Change Target Supporting sustainable ﬁshing and aquaculture Percentage of sales of ﬁshery and aquaculture products, controlled products, and national brands produced using sustainable practices (23) 57.1% 34.50% +22.6 pts 50% by 2025 60.9% 49.50% +11.4 pts 50% Percentage of sales of controlled ﬁshery and aquaculture products produced using sustainable practices (24) Preventing the impact of different types of pollution on biodiversity Preventing the impact of different types of pollution on biodiversity Methodology currently under development For objectives relating to packaging and plastic management, see Section 2.1.3 Circular economy For objectives relating to the impact of farming practices, see the objectives below on promoting sustainable agriculture Limiting the environmental impact of our sites Limiting the environmental impact of our sites - New projects certiﬁed to BREEAM (BRE Environmental Method) New Construction standards (in %) (25) (26) 0 100% 100% - Shopping malls certiﬁed to BREEAM In‑Use standards (as a % of asset value) 95.8% 94% +1.8 pts * of which Very Good (as a % of asset value) 31% For objectives relating to waste management and food waste, see Section 2.1.3 Circular economy -2 pts 33% - 70 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com CORPORATE SOCIAL RESPONSIBILITY AND PERFORMANCE Non‑financial policies, action plans and performance Topic Objective 2023 Result 2022 Result Change Target Promoting responsible water consumption Promoting more responsible water consumption Water consumption per sq.m. of sales area (cu.m.) (27) Amount of water consumed (in millions of cu.m) (28) 1.27 8.2 1.32 12.2 -4% -32% For objectives relating to water quality, see the objectives below on responsible consumption and sustainable agriculture (1) (2) (3) (4) (5) (6) (7) (8) Certified sustainable products: The products considered here are organic products, Carrefour Quality Lines, certified wood and paper products, certified seafood products and other products with environmental certification (e.g., Blue Angel, NF Environnement, Ecolabel Européen). Scope: 99.8% of 2023 consolidated net sales Non‑comparable BUs (BR SAMS excl. in 2023; BR AT, BR SAMS excl. in 2022). Scope: 100% of 2023 consolidated net sales. Comparable BUs. Through its sustainable forestry policy, the Carrefour group aims to move towards zero deforestation. Any wood, wood pulp, paper, and their derivatives sourced for both commercial and non‑commercial goods must not only guarantee compliance with the law, but also go well beyond it by respecting the criteria set out in the suppliers' Wood Charter. Scope: 100% of 2023 consolidated net sales. Non‑comparable BUs (MN FR, IT, RO, BR incl. in 2023. Change in scope and reporting methodology. Data reported in 2022 = 272. Products that comply with our sustainable fishing policy: ASC, MSC, organic and Carrefour Quality Lines products, species on the green list, products from a sustainable fishing/confirmed responsible farming approach or from fisheries that have set up a local improvement project. Organic and CQL are reported in the dedicated categories. Scope: 98% of 2023 consolidated net sales. Non‑comparable BUs (BR C ES (MN) excl. in 2022). European Ecolabel and other equivalent responsible approaches. Scope: 95% of 2023 consolidated net sales. Non‑comparable BUs (BR & MN (IT & AR) excl. in 2023). Scope: 84% of 2023 consolidated net sales. Non‑comparable BUs (ES, BR AT & BR SAMS excl. in 2023 and only excl. PL and BR C for agroecology; in 2022 agroecology only concerned France). Scope: 91% of 2023 consolidated net sales. Non‑comparable BUs (PL, BR excl. in 2023; FR only in 2022). (9) (10) Scope: 86% of 2023 consolidated net sales. Non‑comparable BUs (ES excl. in 2023; AR excl. in 2022). (10) National partner producers in organic farming, Carrefour Quality Lines, regional and local producers from other collective approaches. Scope: 95% of 2023 consolidated net sales. Non‑comparable BUs (BR, ES organic, IT organic excl. in 2023; BR incl., excl. partners from other approaches in 2022). (11) Scope: 86% of 2023 consolidated net sales. Non‑comparable BUs (ES, IT excl. in 2023). (12) Scope: 98% of 2023 consolidated net sales. Non‑comparable BUs (BR excl. in 2023). (13) Scope: 96% of 2023 consolidated net sales. Non‑comparable BUs (BR only in 2023; AR ultra‑local excl. in 2023). (14) Scope: 100% of 2023 consolidated net sales. FR only in 2023. (15) Partner producer whose agricultural production method is sustainable and covered by an official quality label, a quality label covered by local legislation or a private label whose speciﬁcations are public and controlled by an independent inspection body. (16) Scope: 100% of 2023 consolidated net sales. Comparable BUs. (17) Scope: 100% of 2023 consolidated net sales. Comparable BUs. The certiﬁcations recognised here are POIG, RSPO IP, RSPO Segregated and RSPO Mass Balance. Palm oil derivatives used in household, perfume and hygiene products are not included in this indicator due to a lack of traceability. (18) Scope: 100% of 2023 consolidated net sales. Non‑comparable BUs (BR C excl. in 2023; AR, BR C, IT excl. in 2022) (19) 95% of 2023 consolidated net sales. Non‑comparable BUs (BR C excl. in 2023; AR, BR, C, IT excl. in 2022). (20) Cocoa (paste) is considered to be sustainable and traceable, guaranteeing zero deforestation, fair compensation for producers and the absence of child labour. Scope: BE, ES, FR, IT. Comparable BUs. 100% of 2023 consolidated gross sales. (21) Scope: Carrefour Brazil and Atacadão. Direct supplier of fresh, frozen and processed meat, distributor and warehouses. (22) Textile sector with ambitious targets for the sustainability of materials, reduction of environmental impacts and supply chain transparency. (23) Responsible ﬁshing: ﬁshing of abundant species with techniques that have the lowest impact on ecosystems while supporting local ﬁshing. Scope: 87% of 2023 consolidated net sales. Non‑comparable BUs (ES, BR AT, BR SAMS excl. in 2023; BR excl. in 2022). (24) Scope: 62% of 2023 consolidated net sales. Non‑comparable BUs (FR, ES, AR excl. in 2023; BR excl. in 2022). (25) Scope: sites managed by Carmila in Spain, France and Italy. (26) No new shopping mall projects in 2023. (27) Scope: 68% of 2023 consolidated net sales. Non‑comparable BUs (BR excl. in 2023). (28) Scope: 68% of 2023 consolidated net sales. Non‑comparable BUs (BR excl. in 2023). UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 71 1 2 3 4 5 6 7 8 9 2 CORPORATE SOCIAL RESPONSIBILITY AND PERFORMANCE Non‑financial policies, action plans and performance 2.1.2.2 Our action plans 1. Promoting responsible consumption and more sustainable agriculture Responsible consumption Customer expectations of more sustainable food are evolving, going beyond organic food and extending to short circuits, local sourcing and sustainable agriculture products. To meet consumer requirements, the Group is aiming for 8 billion euros in sales from certiﬁed sustainable products by 2026 (vs. 5.1 billion euros in 2022). This target takes into account certiﬁed organic Lines, more farming environmentally‑friendly ﬁshing products (MSC, ASC, other responsible approaches), wood and paper products (FSC, PEFC, recycled) and Ecolabel certiﬁed products. Carrefour Quality products, Developing an affordable organic offering The Group activates three drivers to develop its organic offering: making the organic offering affordable by developing production channels based on support for producers; developing organic ranges that ﬁt with consumer expectations (i.e., bulk organic offering, plastic‑free offering, local produce, etc.); and making organic products accessible in‑store and online. In the majority of countries where it operates, the Group offers its organic farming suppliers multi‑year contracts that commit to volumes or purchase prices and take account of production constraints. Where national laws allow, Carrefour also supports producers who are in the process of transitioning to organic farming through long‑term contracts – lasting three to ﬁve years – which secure their investments through intermediate pricing arrangements between conventional and organic farming prices and offset the impact of lower productivity on their income. These contracts are offered in France, Romania and Taiwan in particular. In 2023, Carrefour partnered with 4,997 organic producers. to demand. consumer In its stores, Carrefour aims to offer a selection of organic Under products matched Carrefour‑branded products and national brands, the Group continues to adapt its product offering by adding vegan and raw products, for example. Carrefour is prioritising the elimination of plastic packaging in the Bio product range, while 80% of Carrefour Bio‑brand packaging is already recyclable, reusable or compostable. Since 2018, Carrefour has been developing locally‑grown organic fruit and vegetable ranges, including non‑packaged produce. Promoting practices inspired by agroecology via Carrefour Quality Lines (CQLs) (1) Carrefour has a unique tool for developing agroecology : the Carrefour Quality Lines (CQLs). The objective is for all product lines to feature an agroecology label by 2025 (e.g., “fed on GMO‑free feed”, “fed without antibiotics” and “grown without chemical treatment”). Each Carrefour Quality Line is a partnership between the Group and partner producers. In collaboration with these producers, Carrefour has drafted a rigorous charter speciﬁc to each production chain. In 2023, 7.4% of Carrefour Quality Lines had an agroecological label (compared to 6.5% in 2022). Carrefour supports its Carrefour Quality Lines suppliers by developing pilot crops and implementing progress plans to extend agroecological practices into various lines. Carrefour provides suppliers with technical assistance and adapts the terms of their agreement. Customers are invited to learn about this programme through an agroecological label displayed on the product. Through its Carrefour Quality Lines, the Group establishes multi‑year partnerships with a view to guaranteeing greater visibility and more opportunities for producers. Carrefour thus provides volume guarantees to take account of production requirements and constraints and/or price guarantees to ensure for the producer and to ﬁnance the fair compensation constraints of In 2023, 16,872 producers around the world partnered with Carrefour Quality Lines. the Carrefour speciﬁcations. Traceability of food products from ﬁeld to plate is a fundamental element in the Carrefour Quality Lines approach. To ensure best practices, Carrefour uses strict, monitored speciﬁcations, with veriﬁcation by an independent inspection body that checks compliance with the speciﬁcations for each line. Supporting suppliers Carrefour supports its lines to facilitate the deployment of sustainable, environmentally‑friendly agricultural practices. The Group is focusing on three areas to promote a more sustainable agricultural transition: fairer terms with suppliers; developing and showcasing a responsible product offering; and creating ﬁnancing solutions. Carrefour has set an objective to work with 50,000 organic, Carrefour Quality Line, regional or local partner producers and other collective initiatives bound by speciﬁcations by 2026. In 2023, Carrefour had 46,013 partner producers worldwide. Carrefour is harnessing all store formats to achieve its ambition by developing specialised stores (Carrefour Bio, SO.bio, Biomonde), showcasing organic products in general stores (aisles in hypermarkets dedicated to organic products, shop‑in‑shop in supermarkets, organic sections in convenience stores) and the creation of a benchmark omni‑channel model for organic products (Carrefour.fr, Greenweez, Planeta Huerto, etc.). As of end‑2023, the Group had 138 specialised organic stores in France. (1) Note that for a supply chain to be considered agroecological, the supplier must apply at least one agroecologically‑aligned practice (limiting the use of antibiotics and pesticides, using local livestock feed, etc.). Similarly, products from a given supply chain are considered agroecological if at least one of the producers in the chain is engaged in agroecological initiatives. 72 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com CORPORATE SOCIAL RESPONSIBILITY AND PERFORMANCE Non‑financial policies, action plans and performance Carrefour continuously strengthens its partnerships with local companies in all countries. For example, the Group promotes the development of small- and medium‑sized enterprises through the implementation of SME plans. The Group’s SME plan in France aims to strengthen cooperation between Carrefour and SMEs across all food and non‑food industries. In addition, the Group’s ﬁnancial services company, Finifac, has notably developed credit solutions for SMEs and farmers. To expand business with SMEs, each country develops a system of close ties and sets up special contracts that guarantee fair pricing and shorter payment terms. Carrefour also provides ﬁnancial support for various organic and/ or agroecological projects. The crowdfunding platform JeParticipe.carrefour.com was launched in 2019 in partnership with MiiMOSA to ﬁnance agricultural food transition projects. More than 250 projects have been ﬁnanced via this platform, and Carrefour paid out more than 100,000 euros to project winners at end 2023. In addition to providing support via sector‑based contractual arrangements, Carrefour supports the localisation of supply chains, such as organic raspberry and blueberry production, sustainable and through In 2023, 29 the funded by solidarity‑based agricultural projects were Foundation for a total amount of 2,246,740 euros (29% of the overall budget). In this way, the Carrefour Foundation helps to create fair and steady compensation for producers. foundation. its 2. Protecting biodiversity in the procurement of sensitive raw materials to Following a Group‑wide risk analysis, certain raw materials are classiﬁed as being their potential ‘sensitive’ due socio‑environmental impact and their relative weight in the business. These raw materials are subject to closer scrutiny, with action plans and objectives drawn up. The sensitive raw materials and action plans are outlined in in the Duty of Care Plan (see Section 2.2 of this document). The objectives relating to the sensitive raw materials have been integrated into the Group’s CSR index (see Section 1.5.3 Summary of 2023 non‑ﬁnancial performance). in Speciﬁc raw materials purchasing rules are drawn up concertation with (i.e., experts, NGOs, the stakeholders customers, suppliers, public authorities, etc.). Comprehensive objectives and action plans are devised, deployed and monitored by a dedicated project management team. The purchasing rules for the food transition – including purchasing objectives and criteria for at‑risk raw materials – were updated in 2023 and circulated to all countries. Training courses were organised for the Merchandise and Quality departments. Work on traceability has been initiated to identify intermediaries trading in at‑risk raw materials near the beginning of the Group’s supply chain. Carrefour worked with the Consumer Goods Forum to deﬁne an anti‑deforestation policy assessment methodology for traders in its supply chains. The reliability of the assessment criteria was improved in 2023 so that progress made by traders could be measured. 3. Preventing the impact of different types of pollution on biodiversity Pollution control is managed cross‑functionally via climate, biodiversity and circular economy action plans, among others. The policies and action plans have a positive impact on reducing water and land pollution by striving to increase the proportion of sustainable and organic farming. The table below shows the different types of pollution that are being addressed for each of Carrefour’s sustainability strategy focuses: AIR WATER LAND LIVING ORGANISMS SUBSTANCES OF HIGH AND VERY HIGH CONCERN Protecting biodiversity for the supply of sensitive raw materials Supporting the transition to sustainable agriculture Guaranteeing responsible water consumption Limiting the environmental impact of our sites Circular economy Climate X X X X X X X X X X X X X X X X X X X UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 73 1 2 3 4 5 6 7 8 9 2 CORPORATE SOCIAL RESPONSIBILITY AND PERFORMANCE Non‑financial policies, action plans and performance 4. Limiting the environmental impact of our sites 5. Guaranteeing responsible water consumption In France, Spain and Italy, all new shopping centre constructions and expansions larger than 2,000 sq.m. are BREEAM (Building Research Establishment Environmental Assessment Method) certiﬁed. All new shopping malls are BREEAM New construction certiﬁed. BREEAM In‑Use certiﬁcation is renewed every three years further to an audit. construction policy With regard to the real estate business of Carrefour Property and Carmila in France, Italy and Spain, the Group has introduced a sustainable aligned with BREEAM Construction certiﬁcation standards, to ensure that buildings are designed and built in line with a commitment to safeguarding the environment, occupant health and safety, and preserving biodiversity. Store architecture is planned from the outset to optimise energy consumption (through the use of natural materials and renewable energies) and ensure unobtrusive integration in the natural or urban environment. For each shopping mall construction and renovation project, measures are taken to encourage shoppers to use environment‑friendly transport solutions: agreements with bus companies on additional stops, provision of car‑share areas, electric vehicle charging stations, etc. Special provisions are made for local wildlife, with the provision of habitats for insects and birds. Ecological balance is also sought in the choice of plants. All companies working on construction sites for Carrefour stores have signed the Green site Charter. Service stations managed by for preventing the Group are equipped with systems environmental risks and odours. In addition, a precise log of incoming and outgoing fuel volumes is kept to minimise the risk of fuel leakage. A Biodiversity Charter regulates the operational sites. It proposes solutions for developing biodiversity at shopping centres by focusing on four aspects: improving knowledge of local biodiversity and managing green spaces; developing on‑site biodiversity; managing green spaces with an ecological mindset and limiting the impact of business operations on biodiversity; raising awareness, communicating and showcasing initiatives. ■ ■ ■ ■ The objectives and action plans relating to waste management and food waste are detailed in Section 2.1.3. "Circular economy". In 2021, Carrefour updated an analysis of the climate‑related physical risks for all its sites, notably including the risk of drought or ﬂooding. An analysis of the water impact of the Group’s supplies has also been carried out to assess the risks associated with the products sold by the Group. This enabled the Group to set priorities and draw up action plans designed to limit the water footprint and impacts of its products and business operations. Carrefour’s policy is focused on promoting responsible water use, seeking to reduce water consumption and impacts upstream, as well as in its operations and downstream. Given the nature of their business, stores do not produce heavily polluted wastewater. Carrefour is working to reduce water consumption per sq.m. of sales area. Stores are gradually phasing in solutions to reduce their water consumption, including precise monitoring (with In 2023, Carrefour dedicated meters), and new solutions. committed to reducing the water consumption of its French stores by 10% by 2025. To achieve this, it is introducing a new set of waste‑reducing initiatives: ■ ■ ■ ■ producing just the right amount of ice and installing units with white walls at the fish counters; deploying water‑saving guns across the cold water network so that flow can be adjusted to meet needs; installing ovens with steam cleaning systems when the time comes to replace equipment; investing so as to optimise the way in which the internal network is managed, and adopting best practices in this regard (diagnostics to tackle water leaks, etc.). In the procurement process, Carrefour seeks to limit the water footprint and impact of its products. After identifying priority product categories, Carrefour made a commitment to increase the procurement of products made using sustainable practices (see section on "Promoting responsible consumption and sustainable agriculture") and put in place a supplier listing and responsible purchasing policy (see section on the "Procurement of sensitive raw materials"). In this regard, it helps suppliers manage water through initiatives that have similar requirements to those imposed on Carrefour Quality Lines products. For example, within the CQLs, gravity‑fed irrigation is prohibited. If a supplier uses this type of irrigation, a progress plan is set up to help it switch to another method. The textile supply chains were identiﬁed by Carrefour as being a major water pollution risk. The Group has developed Clean Water Project, a programme designed to raise awareness, train and audit textile suppliers in the management and efficiency of water and chemical consuming processes. 74 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com CORPORATE SOCIAL RESPONSIBILITY AND PERFORMANCE Non‑financial policies, action plans and performance 2.1.3 CIRCULAR ECONOMY 2.1.3.1 Our objectives and outcomes Overview Given the nature of its operations, Carrefour generates a signiﬁcant volume of waste in its stores, logistics centres and throughout its supply chain. The manner of handling this waste varies depending on regulations and consumer purchasing habits in each of the Group’s host countries. Signiﬁcant disparities exist between countries, such as the plastic recycling rate and, especially, the non‑household plastic waste rate, which ranges (1) from 1% in Brazil to 26% in France and 47% in Spain . The retail industry has a decisive role to play in innovating, changing practices and meeting the demands of consumers, who are already committed to the cause of recyclable or reusable packaging. from production lines, warehouses and stores Similarly, food waste is a concern that spans the entire supply chain, to consumers. In 2023, the UN outlined that 13% of the world’s food is lost between harvest and sale, and 17% of the world’s total in food production restaurants and in retail. This waste, which has multiple causes (overproduction, calibration criteria, cold chain interruptions, poor inventory management, supply‑demand mismatching, etc.), occurs at all stages, from farm to fork. Each link in the chain therefore has a role to play in limiting losses. individual consumers, is wasted by Impact of plastics Carrefour conducted a macro‑analysis of the impacts of plastic associated with its partners’ operations in key stages of the supply chain, taking into account the treatment capacity of the Group’s integrated countries. The main plastic risks are identiﬁed at the various stages of the product life cycle, presented in the ﬁrst part of the analysis. (1) Data taken from the plastics risk map drawn up by the Group. UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 75 1 2 3 4 5 6 7 8 9 2 CORPORATE SOCIAL RESPONSIBILITY AND PERFORMANCE Non‑financial policies, action plans and performance Carrefour's value chain Visual representation of the amount of plastic present at each stage of the value chain Upstream Transport and logistics Stores and visitors Products e.g., ﬁshing nets, garden tarps e.g., plastic foil, bubble wrap e.g., POS, plastic bags, gloves, bins e.g., primary/secondary products and packaging Plastic manufacturing Products sold make up for an estimated 90% of the plastic manufactured and used as part of the Group’s activities, and 80% of this plastic comes from packaging. The main impacts linked to the manufacture of plastics include soil and water pollution during oil extraction and energy consumption and GHG emissions during its transformation into plastic as well as polluting emissions in the air. End-of-life plastics When it comes to end-of-life plastics, processing and recycling capacities in the countries in which the Group operates and the quantity of plastic involved in each country determine the risks. An estimated 20% of the plastic manufactured and used throughout the value chain is recycled, 38% is incinerated, 56% is sent to landﬁlls, and 6% is uncollected. Indeed, the recycling rate of plastic, especially plastic not derived from household waste, varies from country to country, from 1% in Brazil to 26% in France and 47% in Spain. These three priority countries for the Group together represent more than 3/4 of the volume of plastics produced. The main impacts related to end-of-life plastics include air pollution and GHG emissions when the end-of-life plastic is incinerated at the end of its life or soil and water pollution in case of burial or discharge into nature. Released microplastics vehicles for the transport of goods or the movement of visitors. They can also be released into the water, for example through the washing of clothes. The main impacts linked to the release of microplastics include air, soil, and water pollution. due to Migration of toxic substances Prolonged interaction of plastics with liquid or moist food products may result in the migration of sensitive substances into the food, particularly in connection with the presence of additives. Rare non-food products may present the same risk of transfer. packaging into food. 76 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com CORPORATE SOCIAL RESPONSIBILITY AND PERFORMANCE Non‑financial policies, action plans and performance The major risks identiﬁed in relation to the circular economy are “Waste and waste management” and “Ecodesign and resource circularity”. These risks are present upstream, within operations and downstream as detailed below: TYPE OF RISK VALUE CHAIN RISK OPPORTUNITIES Increased production costs due to additional waste management costs incurred by suppliers Development of new anti‑waste production standards to reduce costs Upstream waste and waste management Upstream Operations Increased costs for the treatment of non‑recycled waste Fines for non‑compliance with regulations on the treatment of waste and food waste Downstream Loss of attractiveness of the retail model due to poor waste and food waste management Economic gains from the sale of recoverable or recyclable materials Improved operational efficiency (inventory management, markdowns, waste treatment) and increased store revenue Increase in the Group’s sales capacity through differentiated prices based on use‑by dates Development of an anti‑waste, second‑hand or reusable offering, or another concept related to the circular economy Ecodesign and resource circularity Upstream Operations Increase in raw material sourcing costs due to resource depletion Decrease in sourcing costs through reduced material/packaging quantities and ecodesign Loss of attractiveness and questioning of the retail model related the poor use of certain resources Development of guidelines for the proper use and recovery of resources and reduction of product costs Downstream Heightened environmental expectations among consumers relating to packaging, plastics and the circular economy Development of bulk products and services based on circularity and reparability UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 77 1 2 3 4 5 6 7 8 9 2 CORPORATE SOCIAL RESPONSIBILITY AND PERFORMANCE Non‑financial policies, action plans and performance SUMMARY OF OUR OBJECTIVES AND OUTCOMES Topic Waste Objective Percentage of hypermarket and supermarket waste recovered (in terms of weight) (1) Total weight of waste produced by stores (in tonnes) (2) 2023 69.8% 2022 74.5% Change Target -4.7% 100% by 2025 671 587 +14.3% Food waste Percentage of food waste avoided in stores compared to 2016 (3) -35.7% -39.9% +4.2% -50% by 2025 vs. 2016 Percentage of food waste avoided in stores compared to 2022 (4) Weight of unsold products recovered through sale of food baskets in partnership with Too Good To Go (in tonnes) Number of meal equivalents of unsold products donated to food aid associations (in millions of meals) 2.1% New New 3,904 3,437 +13.6% 48.7 45.7 +6.6% Packaging Sales of bulk products and goods sold in returnable packaging (in thousands of euros) of which bulk products (in thousands of euros) of which goods sold in returnable packaging (in thousands of euros) Percentage of Carrefour‑branded packaging that is reusable, recyclable or compostable (5) 256 42 214 69% New New New New New New €300m by 2026 57% +12 pts 100% by 2025 Reduction in packaging since 2017 (in tonnes) 20,738 16,390 +26.5% 20,000 by 2025 of which plastic packaging avoided since 2017 (in tonnes) Percentage of Carrefour‑branded packaging made with recycled plastic (6) 19,021 15,140 +25.6% 15,000 by 2025 8.6% 7.70% +0.9% 30% by 2025 (1) (2) (3) (4) (5) (6) Scope: 97% of 2023 consolidated gross sales. Non‑comparable BUs (IT (SM, CO, CC), ES (CO) excl. in 2023; BE (HM, SM), IT (CO, CC), ES (CO), RO (CO), BRC (CO) excl. in 2022). Scope: 97% of 2023 consolidated net sales. Non‑comparable BUs (IT (SM), excl. in 2023, BE excl. in 2022. Scope: 72% of 2023 consolidated gross sales. Non‑comparable BUs (ES (SM CO) excl. in 2022). The scope of the 2016 baseline excludes BE, BR AT and BR SAMS. Warehouses are included for RO. The Grupo BIG stores were consolidated in 2023. Scope: 76% of 2023 consolidated net sales. Methodology adjusted in 2023 in relation to the reference standards (see Section 2.4.1.). Scope: Composting not monitored to date. Scope: 100% of 2023 consolidated gross sales. Non‑comparable BUs (ES, IT, PL and AR excl. in 2022). Scope: 96% of 2023 consolidated gross sales. Non‑comparable BUs (BE excl. in 2023; BE, ES, IT, PL excl. in 2022). 78 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com CORPORATE SOCIAL RESPONSIBILITY AND PERFORMANCE Non‑financial policies, action plans and performance Coalitions and partnerships Consumer Goods Forum (CGF) Ellen MacArthur Foundation Global Declaration on Plastics & New Plastics Economy France's National Pact on Plastic Packaging (PNEP) European Plastics Pact Food Transition Pact (RE)SET Contributions to the Sustainable Development Goals 1 2 3 4 5 6 7 8 9 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 79 2 CORPORATE SOCIAL RESPONSIBILITY AND PERFORMANCE Non‑financial policies, action plans and performance 2.1.3.2 Our action plans 1. Recovering store waste (1) Carrefour is targeting minimum waste production and the recovery of all store waste by 2025. In collaboration with its suppliers, Carrefour works to cut down the production of waste packaging and point‑of‑sale advertising materials at each store. This involves encouraging waste sorting and recovery through innovative solutions such as joint collection rounds and biomethane and compost production from organic waste. At Group level, 69.8% of waste was recovered in 2023, including 33,420 tonnes of plastic and 295,245 tonnes of cardboard. In France, unsold food items that cannot be donated to charities are transformed into biomethane (renewable gas produced from waste) used by Carrefour delivery vehicles to transport goods. One tonne of biomethane allows a truck to travel 250 kilometres. In 2023, the Group processed nearly 43,908 tonnes of organic waste. On a global scale, Carrefour participates in the development of sorting and recovery processes in countries where these are covered by official regulations. This involves joint work on the recovery of cardboard, plastic, organic waste and wood, the aim being to transform the constraint of waste management into ﬁnancial opportunity. In countries without regulations on the matter, Carrefour takes part in developing these kinds of structures. 2. Combating food waste Carrefour shares the Consumer Goods Forum (CGF) goal of achieving a 50% reduction in non‑recovered food waste by 2025 (compared to 2016). In 2023, Carrefour became the ﬁrst retailer to obtain France’s “anti‑food waste” label for its Montesson hypermarket. This label was awarded by Bureau Veritas following a successful audit of the Montesson store and the Group’s head office. It rewards the banner’s long‑standing commitments in the ﬁght against food waste. For several years, solutions have been implemented in stores to improve inventory and order management, promote short‑dated products, offer certain products after their best‑before date (BBD) and recover damaged products to limit the overall quantity of markdowns. Carrefour offers discounts of 30% to 60% on short‑dated products and sells a list of speciﬁc products past their BBD in a dedicated endcap with clear signage. Carrefour has also expanded its Zero Waste baskets in fruit and vegetable sections. The cardboard baskets contain 2 kg of unsold products to combat food waste. Carrefour continues to take action via the Too Good To Go application during the year, offering baskets of unsold food products at low prices. In 2023, 3,903,888 baskets were sold in Europe. They are particularly popular among customers when inﬂation is high, as they enable them to buy quality products at reduced prices. A process developed in close collaboration with charities is now in place both in France and worldwide for food items that have been withdrawn from sale: every morning, teams sort through products on shelves and donate healthy and acceptable unsold items to local food aid charities, without interrupting the cold chain. The amount of meal equivalents donated worldwide rose from 45 million in 2022 to 48 million in 2023 (a year‑on‑year increase of 3 million). Donations were distributed to food aid charities such as Banque alimentaire and Restos du Cœur in France. In Spain, Carrefour has launched a new product to combat food waste: jam made from overripe but still good quality fruit. This is a pioneering measure for the sector carried out in cooperation with Helios as part of the Zero Food Waste policy. Carrefour also continues to support various food aid charities such as Restos du Cœur, which it has now been supporting for 16 consecutive years. 3. Promoting ecodesign and reducing the use of plastic packaging The Group’s action plans revolve around four main themes: ■ ■ ■ ■ eliminating problematic or unnecessary packaging, with the goal of avoiding 20,000 tonnes of packaging by 2025 (cumulative since 2017); developing bulk sales and reuse, with the goal of generating 300 million euros in sales of bulk and reuse by 2026; promoting recyclability and recycling, with the goal of 100% reusable, for Carrefour‑branded products by 2025; compostable packaging recyclable or increasing the proportion of recycled plastic in packaging, with the goal of integrating 30% recycled plastic into packaging for Carrefour‑branded products by 2025. The Group is also getting its suppliers involved in the Food Transition Pact network, which provides a platform for sharing best practices and new opportunities for working together. In 2023, 306 suppliers were members of the Pact. The target is to increase their number to 500 by 2030. They are committed to an action plan that includes eliminating unnecessary packaging, reducing packaging volumes and providing clear information about recycling. (1) Excluding franchised stores. 80 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com CORPORATE SOCIAL RESPONSIBILITY AND PERFORMANCE Non‑financial policies, action plans and performance Eliminating all problematic or redundant packaging Carrefour is developing plastic‑free options in its stores. For example, bioplastic bags have been replaced by brown paper bags in the fruit and vegetable sections of several hypermarkets around France. The Group is also continuing its drive to replace plastic with recyclable alternatives. By 2023, 20,738 tonnes of primary packaging had been avoided since 2017 . Carrefour has thus achieved its goal, two years ahead of its target. The main reductions in 2023 are attributable to concrete projects, such as the total replacement of plastic boxes for chicken with bags in France and the introduction of brown cardboard boxes for pastries in Spain. The search for more eco‑friendly packaging extends to grocery, household, perfume and personal hygiene products, and as such the Soft Green range has been extended with a shampoo and a solid soap. Plastic is being phased out on a product‑by‑product basis, such as for razors, nappies and school supplies. (1) In June 2023, Carrefour took part in drawing up the roadmap on industrial and commercial plastic packaging with RESET, Perifem and the French Federation of Commerce and Distribution (FCD). The Group has decided to take practical initiatives, such as optimising the thickness of pallet ﬁlms based on product/palette requirements, reducing the number of product references, expanding the use of pre‑stretched ﬁlm, and replacing ﬁlms and covers. Developing non‑packaging and reusability solutions Sharing the common objectives of the National Pact on Plastic Packaging, Carrefour aims to test and develop reusable, returnable and bulk sale business models for product families still not covered by these concepts by 2025. Carrefour wants to provide all consumers with the zero waste option, for example by making products available in returnable packaging or providing a selection of bulk products. The bulk offering is in fact being developed at all Carrefour store formats. More than 1,100 stores in France provide an assortment of bulk dry goods featuring up to 250 product references. In 2023, Carrefour achieved 256 million euros in sales of bulk products or goods sold in returnable packaging, which is ahead of its target. The sales target has been adjusted to 300 million euros in bulk and reuse by 2026, to take into account the development of reuse. Through the “Bring Your Own Container” campaign, the Group seeks to raise customer awareness and encourage the use of reusable packaging for products purchased in fresh produce sections (seafood, meat, deli, etc.). Carrefour has also launched a stainless steel container initiative. To start with, customers purchase a stainless steel container in‑store. Then, the next time they make a purchase and reuse the container, they receive a 10 euro cent discount if they are a loyalty cardholder. This campaign has been up and running in all hypermarkets and supermarkets in France since late 2023. Carrefour Spain has also introduced airtight stainless steel packaging as part of its Carrefour Home household products range. In partnership with TerraCycle, Carrefour is positioning itself as a pioneer in reuse with the launch of Loop by Carrefour. This system allows consumers to return reusable containers. Once washed, containers are sent back to suppliers for reuse. Launched in October 2020, this initiative had been rolled out in 130 stores by the end of 2023. Carrefour also introduced returnable Drive bags in 2023. When customers collect their Drive orders, they are offered a returnable bag for 35 cents. To get their 35 cents back, they simply need to return the bags when they pick up their next Drive order. In Poland, Carrefour encourages the return of glass sparkling water bottles and has become the ﬁrst retailer in the market to provide sparkling water in 1 litre glass bottles. In France, the Group is in discussions with (RE)SET to create new reuse solutions for complex packaging formats, for biscuits, salads, etc. As part of the 3Rs roadmap (Reduction, Reuse, Recycling), (RE)SET member companies have collectively undertaken to replace PSE and Plastarch Material (PSM) trays used for meat and seafood products with PP, PE and PET recyclable materials. Lastly, the Group has launched a campaign to reuse e‑commerce delivery bags. Promoting ecodesign, recyclability and recycling Where reducing the quantity of packaging and the number of products containing plastic is very challenging, Carrefour optimises the use and end‑of‑life of the plastics in question by ensuring their reuse and recyclability. Ecodesign is a way of increasing the recyclability of packaging. In Brazil, a recyclability diagnostic was performed on all the local Carrefour‑brand suppliers, resulting in the replacement of more than 11 million types of packaging and non‑recyclable products since 2020. The initiative is being promoted among consumers using a logo placed on all recycled, recyclable, reusable or compostable Carrefour‑branded products. is working to improve To encourage recycling, Carrefour collection and sorting. Following promising two additional Reverse Vending Machines (RVM) have been installed, one in the Chartres store and the other in Rambouillet, to collect PET bottles for recycling. In 2023, Carrefour France had 71 RVMs installed. results, The Group is also considering more responsible practices for indirect purchasing. In line with the EIC roadmap developed with (RE)SET, Carrefour plans to test new solutions such as stretch ﬁlms and covers made of recyclable resins (LDPE). A working group involving other banners is planning to draw up a list of products requiring opaque ﬁlms and covers, and to share best practices in the area. If tests are conclusive, the sector could move towards fully recyclable resin stretch ﬁlms and pallet covers by 2025. (1) see Section 2.4 Methodological note UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 81 1 2 3 4 5 6 7 8 9 2 CORPORATE SOCIAL RESPONSIBILITY AND PERFORMANCE Non‑financial policies, action plans and performance Integration of recycled plastic in packaging incorporate 30% recycled plastics Carrefour aims to into own‑brand packaging through work in two priority areas: offering consumers bottles made from recycled plastic and reducing the use of virgin plastic for cleaning products. Carrefour was the ﬁrst retailer in the French market to sell milk in fully recycled opaque PET bottles in a closed loop. The Group estimates that this initiative allows nearly 143 tonnes of virgin plastic to be avoided every year. Additionally, Carrefour Bio is the ﬁrst private‑label brand to allow customers to purchase 100% RPET and 100% recyclable bottles for its fruit nectars. This initiative avoids the use of 12 tonnes of virgin plastic each year. The Group’s commitment has also been extended to cleaning product ranges. Bottles of all Carrefour‑branded dishwashing liquids are made from 50% recycled plastic, avoiding the use of 171 tonnes of virgin plastic each year. 2.1.4 CLIMATE 2.1.4.1 Overview of objectives The ﬁght against climate change is a major challenge of our century, with consumption and food playing an essential role. In 2015, the COP21 Paris Agreement set goals for limiting global warming, advocating reorientation of the world economy toward a low‑carbon model and the phase‑out of fossil fuels. Aware of its impact, Carrefour aims to play a signiﬁcant role in the ﬁght against climate change through strong climate commitments and by engaging its stakeholders across the entire value chain from upstream to downstream. (1) The retail industry has a signiﬁcant impact on the climate through the production, use and end‑of‑life of its products. The global food system was responsible for 34% of greenhouse gas emissions (GHG) worldwide in 2021 . For Carrefour as a whole, 98% of greenhouse gas emissions are upstream and downstream of its operations (Scope 3) – mainly relating to the food and textile products that are sold. Emissions associated with operations are much lower, but still signiﬁcant in absolute terms. In summary, they consist of Carrefour’s Scope 1 and 2 emissions (due to energy consumption and refrigerant leaks from stores and sites operated by the Group). Lastly, franchisees contribute little to emissions through their stores (1% of Scope 3); however, they distribute the Group’s products and are therefore included in (see Section 2.1.1.1 CSR governance and methodology). footprint and action plans the Group’s carbon Adapting to climate change is also a key challenge for Carrefour in addressing the risks of business disruptions throughout its value chain, which could hamper the availability of healthy and affordable food. Some raw materials, such as cocoa and coffee, are sensitive to climate change, drought and rising temperatures. Failure to adapt stores and product offerings to climate change could also pose a signiﬁcant risk to Carrefour’s operations. Impacts, risks and opportunities The risks related to climate change concern both Carrefour’s contribution to climate change and the direct and indirect impacts of climate change on Carrefour’s business. Four categories of risks are therefore analysed in the Group’s scenario analysis: ■ ■ ■ ■ in‑store physical risk: the Group’s activities may be exposed to natural disasters and extreme weather conditions; regulatory risk, such as non‑compliance with the F‑Gas regulation applicable to refrigeration systems; market risk production, reduced consumption of animal proteins, etc.; induced by new consumer patterns: local risk of raw material supply chain disruption or increased raw material prices: close attention is paid to securing raw materials, especially those that are responsible for or are themselves sensitive to climate change. This phenomenon may also undermine the Group’s suppliers and jeopardise the partnership relationships established with them. (1) Source: JRChttps://www.nature.com/articles/s43016‑021‑00225-9 82 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com CORPORATE SOCIAL RESPONSIBILITY AND PERFORMANCE Non‑financial policies, action plans and performance The main climate‑related risks identiﬁed by the Group are “Climate change mitigation”, “Climate change adaptation” and “Energy”. These risks are deﬁned in the table below. TYPE OF RISK VALUE CHAIN RISK OPPORTUNITIES Climate change mitigation Upstream In‑house operations Increased product costs due to inﬂation, and resource and raw material scarcity Development of and support for a resilient agricultural model to secure supply chains Additional costs for goods transport due to higher carbon prices Fines and penalties for non‑compliance with regulations, especially F‑Gas Reduced costs through greater operational efficiency for supply chains and the management of in‑store refrigeration systems Downstream Reduced attractiveness of products that exceed energy consumption and/or greenhouse gas emission standards Development of product lines with low‑carbon in‑use proﬁles Climate change adaptation Loss of market attractiveness and stakeholder interest in the absence of ambitious mitigation plans Upstream Climate events affecting yields and the quality of raw materials - In‑house operations Irregular availability of products for consumers Climate events affecting employees Climate events causing material damage to buildings Downstream A product portfolio poorly adapted to climate change Development of an offering adapted to climate change (revised seasonality, new products, etc.) Climate events impacting personnel and productivity, as well as consumers Energy Upstream Increased energy costs across the production chain Cost control through energy resilience linked to the supply of low‑carbon energy for production and processing Competition for land use between energy production, organic farming, animal farming and farming for human consumption Energy shortages, disruption of activities leading to supply chain disruptions and customer dissatisfaction In‑house operations Greater scarcity of fossil resources, increasing and volatile energy prices Energy shortage, disruption of activities leading to interruptions in the cold chain and perishing of goods Energy resilience/autonomy through the development of low‑carbon processes and on‑site energy production Development of an energy sales business: installation of solar panels, photovoltaic panels, heat pumps, green roofs, etc. Downstream Loss of market attractiveness and stakeholder - interest in the absence of energy efficiency plans 1 2 3 4 5 6 7 8 9 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 83 2 CORPORATE SOCIAL RESPONSIBILITY AND PERFORMANCE Non‑financial policies, action plans and performance Coalitions and partnerships Business Ambition for 1.5°C International Sustainability Standards Board (ISSB) European Climate Pact Science Based Target Initiative (SBTi) Consumer Goods Forum (CGF) French Business Climate Pledge Food Transition Pact Contributions to the Sustainable Development Goals 84 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com CORPORATE SOCIAL RESPONSIBILITY AND PERFORMANCE Non‑financial policies, action plans and performance OUR OBJECTIVES/OUR OUTCOMES Topic Indicators Scopes 1 & 2: Help integrated stores become carbon neutral by 2040 2 2 Scope 1 GHG emissions (in tCO eq.) (1) Scope 2 GHG emissions (in tCO eq., market based) (1) Scope 1 + 2 GHG emissions (in tCO eq., market based) 2 (1) Reduction of Scope 1 + 2 GHG emissions vs. 2019 (in tCO eq., market based) (2) 2 2023 Result 2022 Result Change Target 782,709 581,593 +34.6% 626,321 631,402 -0.8% 1,409,030 1,212,995 +16.2% -38.3% -29.1% -9.2 pts -30% by 2026 -50% by 2030 -70% by 2040 Scope 1 & 2 GHG emissions Renewable electricity supply for integrated stores Reduction of Scope 1 GHG emissions vs. 2019 (in tCO eq., market based) 2 Reduction of Scope 2 GHG emissions vs. 2019 (in tCO eq., market based) 2 -37.8% -29.3% -8.5 pts -39.0% -39.0% 0 pts Percentage of renewable electricity in total electricity consumed (%) 3.7% 0.5% +3.2 pts 100% by 2030 Consumption of renewable electricity (MWh) 148,715 17,396 +754.9% Number of sites equipped with solar panels for self‑consumption (units) 137 18 +660% Square metres of solar panels deployed in car parks and stores (sq.m.) 262,075 New Number of Power Purchase Agreements (PPA) signed (units) Renewable energy supply through Power Purchase Agreements (in MWh by 2030 based on PPAs already signed) 4 New 100 New 4.5 million by 2026 - - - UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 85 1 2 3 4 5 6 7 8 9 2 CORPORATE SOCIAL RESPONSIBILITY AND PERFORMANCE Non‑financial policies, action plans and performance Topic Indicators Energy efficiency of integrated stores Emissions from gas consumption (tCO eq.) 2 Emissions from fuel consumption (tCO eq.) 2 Emissions from electricity consumption (tCO eq., market based) 2 Total emissions related to energy consumption (tCO eq.) 2 (3) 2023 Result 71,761 2022 Result Change Target 80,487 -10.8% 35,170 36,198 626,321 631,402 -2.8% -0.8% 733,252 748,087 -2.0% Total energy consumption (MWh) (3) 4,556,990 4,087,417 +11.5% Emissions related to the use of refrigerants for integrated stores Emissions intensity related to energy consumption (kgCO eq./sq.m.) (4) 2 Energy intensity (kgCO /sq.m.) 2 (4) Reduction in energy intensity vs.2019 (in %) (5) Total emissions from refrigerants (tCO eq.) 2 (6) Reduction in refrigerant‑related emissions compared with 2019 (in %) (7) Emissions intensity from refrigerants (kgCO /sq.m.) 2 (8) Refrigerant consumption intensity (kg/1,000) (9) Leakage rate (%) Percentage of stores equipped with natural or hybrid refrigeration systems (%) Number of stores equipped with natural refrigeration systems (units) Number of stores equipped with hybrid refrigeration systems (units) Consumption of HFC ﬂuids (kg) (10) Consumption of HCFC ﬂuids (kg) (11) Consumption of CFC11 ﬂuids (kg) (11) Consumption of natural CO and HC ﬂuids (kg) 2 (11) 73.9 83.7 -11.7% 459.5 -21% 457.2 +0.5% -14% -7.4 pts -27.5% by 2030 675,777 464,908 +39.0% -40% -34% +6 pts 50% by 2030 80% by 2040 68.6 43.7 35% 20% 247 234 62 39.6 20% 20% +11% +10% +15 pts 0 pts 227 +9% 298 -21% 209,089 170,485 +23% 121,678 68,298 +78.2% 0 0 100,037 58,170 +72% 86 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com CORPORATE SOCIAL RESPONSIBILITY AND PERFORMANCE Non‑financial policies, action plans and performance 2023 Result 2022 Result Change Target See comprehensive diagnosis of the Scope 3 emissions below 265,280 294,193 -10% -21.3% -12.7% -8.6 pts -20% by 2030 Topic Indicators Scope 3: Reduce Scope 3 emissions by 29% by 2030 Total Scope 3 GHG emissions from (tCO eq.) 2 Emissions related to downstream transport (tCO eq.) 2 (12) Reduction of emissions related to downstream transport vs.2019 (% tCO eq.) (12) 2 Scope 3 GHG emissions (Greenhouse Gas Protocol categories) *estimated data Supplier commitment and farming (1) practices Number of suppliers committed to the Food Transition Pact Percentage of the 100 biggest suppliers committed to a 1.5°C trajectory (%) 306 204 +50.0% 500 by 2030 44% 27% +17 pts 100% by 2026 Number of partner producers (units) (13) 46,013 37,758 +21.9% 50,000 by 2026 Percentage of sales of Carrefour Quality Lines products committed to an agroecological approach (share of sales, as a %) (14) Percentage of sensitive raw materials covered by an action plan (in terms of action plans deployed) (15) Fuel and green mobility Number of parking spaces equipped with electric charging stations in France (units) Plant‑based food Sales from plant‑based alternatives (in thousands of euros) Number of Carrefour Sensation‑brand (formerly Carrefour Veggie) product references in Europe 28.4% 6.5% +21.9 pts 100% by 2026 70.5% New 100% by 2026 1,570 New 5,000 by 2025 514 146 115 +27% €650 million by 2026 1 2 3 4 5 6 7 8 (1) Carrefour believes that certain farming practices can reduce the carbon footprint of agriculture. Since 67% of the impact of food currently comes from agriculture, Carrefour's suppliers have committed to better agricultural practices. 9 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 87 2 CORPORATE SOCIAL RESPONSIBILITY AND PERFORMANCE Non‑financial policies, action plans and performance Topic Indicators Downstream (12) transport Emissions related to downstream transport – diesel (tCO eq.) 2 2023 Result 2022 Result Change Target 253,127 281,758 -10% Emissions related to downstream transport – electricity (tCO eq.) 2 Emissions related to downstream transport – biofuel (tCO eq.) 2 Emissions related to downstream transport – rail and boat (tCO eq.) 2 Emission intensity per pallet transported (tCO eq./pallet) 2 0 1 -100% 12,153 12,197 0% 0 5.7 237 -100.0% 5.7 0% Distance travelled (in km) 376,467,626 410,072,990 -8% Other levers Reduction in packaging since 2017 (in tonnes) (16) 20,738 16,390 +27% 20,000 tonnes by 2025 Percentage of Carrefour‑branded product packaging that is reusable, recyclable or compostable (%) (17) 69% 57% +12 pts 100% by 2025 Percentage of integrated recycled plastic content in packaging for Carrefour‑branded products (%) (18) Percentage of food waste avoided (in kg/sq.m.) compared to 2016 (19) 8.6% 7.7% +0.9 pts 30% by 2025 -35.7% -39.9% +4.2 pts -50% by 2025 Percentage of store waste recovery (20) 69.8% 74.5% -4.6 pts 100% by 2025 (1) (2) (3) (4) (5) (6) (7) Scope: 100% of 2023 consolidated net sales. Non‑comparable BUs (BR BIG; BR AT, RO (CO) refrigerants excl. in 2022). Scope: 100% of 2023 consolidated net sales. Non‑comparable BUs in 2023 and 2022. The 2019 baseline and 2023 data include BIG, Atacadão refrigerants and Romania (CO). Scope: Energy consumption includes heating oil, electricity and gas. Scope: 100% of 2023 consolidated net sales. Non‑comparable BUs (BR BIG, RO (CO) excl. in 2022). Scope: 68% of 2023 consolidated net sales. Comparable Bus. BR excl. in 2022 and 2023. Scope: 100% of 2023 consolidated net sales. Non‑comparable BUs (77% of 2022 consolidated net sales excl. BR AT). Scope: 100% of 2023 consolidated net sales. Non‑comparable BUs (excl. ES (SM, CO), IT (CO), RO (warehouse), AR (C&C) in 2022). The 2019 baseline was adjusted in 2023 to include emissions from BIG stores and Atacadão refrigerants. The reduction in 2023 has been calculated by reference to this new baseline. (8) Scope: 100% of 2023 consolidated net sales. Non‑comparable BUs (BR excl. in 2023; BR BIG, BR AT excl. in 2022). (9) Scope: 100% of 2023 consolidated net sales. Non‑comparable BUs (BR excl. in 2023; BR BIG, BR AT excl. in 2022 and 2019). (10) Scope: 69% of 2023 consolidated net sales. Non‑comparable BUs (BR excl. in 2023; BR BIG, BR AT excl. in 2022). (11) Scope: 100% of 2023 consolidated net sales. Non‑comparable BUs (77% of consolidated sales in 2022, excl. BR AT). (12) Scope: 69% of 2023 consolidated net sales. Non‑comparable BUs (BR excl. in 2023; BIR BIG, BR AT excl. in 2022 and 2019). (13) Scope: 95% of 2023 consolidated net sales. Non‑comparable BUs (BR, ES organic, IT organic excl. in 2023; BR included, excluding partners from other approaches in 2022). (14) Scope: 91% of 2023 consolidated net sales. Non‑comparable BUs (PL, BR C excl. in 2023; FR only in 2022). (15) Scope: 100% of 2023 consolidated net sales. New indicator. RO excluded in 2023.. (16) Scope: 100% of 2023 consolidated net sales. Non‑comparable BUs (BR AT, BR SAMS excl. in 2022). (17) Scope: 100% of 2023 consolidated net sales. Non‑comparable BUs (FR, BE, RO, BR C only in 2022). (18) Scope: 96% of 2023 consolidated net sales. Non‑comparable BUs (BE excl. in 2023; FR, RO, BR C only in 2022). (19) Scope: 72% of 2023 consolidated net sales. Non‑comparable BUs (BE, BR AT, BR SAMS excl. in 2023; BE, ES (SM, CO), IT (CO), BR AT, BR SAMS excl. in 2022). (20) Scope: 97% of 2023 consolidated net sales. Non‑comparable BUs (IT (SM, CO, CC), ES (CO) excl. in 2023; BE (HM, SM), IT (CO, CC), ES (CO), RO (CO), BRC (CO) excl. in 2022). 88 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com CORPORATE SOCIAL RESPONSIBILITY AND PERFORMANCE Non‑financial policies, action plans and performance 2.1.4.2 Our action plans The Carrefour group has implemented a climate change strategy based on assessing its CO emissions, shaped by a dual process of climate change mitigation and adaptation. 2 Climate Plan governance: The Climate Plan involves all levels of the Group: the Executive Committee deﬁnes the strategy; the Board of Directors approves it; and the CSR Committee of the Board of Directors reviews the climate strategy and performance annually. Country managers implement the climate strategy locally, and technical, asset management, merchandise and other key departments implement the roadmaps. The CSR teams within the Group’s Engagement department coordinate the implementation of the supervision of the Engagement Director (member of the Executive Committee). the Group’s climate plan under The following committees play a steering role: ■ ■ the Group Investment Committee (GIC) oversees the roll‑out of the store carbon neutrality roadmap. An international committee comprising from all countries meets teams regularly to monitor the implementation of this roadmap; a Group committee bringing together asset, CSR and real estate teams from all operating countries was created in 2023 to ensure that the physical risks associated with climate change are taken into account for sites. This committee is responsible for ensuring the adaptation of sites to climate change; ■ the Food Transition Pact allows commitments to be implemented with the Group’s suppliers internationally and in the various countries. Carrefour deployed a CSR and Food Transition index (see section 1.5.3 Non‑ﬁnancial performance) in order to monitor the achievement of its objectives, assess its CSR performance and motivate its in‑house teams. More than half of the targets of this index are directly or indirectly climate‑related (Scopes 1, 2 or 3). In total, 55% of the CSR index score depends on the Group’s climate performance. The Group’s performance in meeting these targets is factored into the compensation of the Chairman and Chief Executive Officer and all members of the Group Executive Committee and national Executive Committees (20%); into the calculation of the compensation of senior managers as part of a long‑term incentive plan (approximately 700 recipients) (25%); into the collective portion of the annual variable compensation of employees in France (between 4% and 12% of bonuses for about 10,000 people); and into the variable compensation of managers in the Group entity (over 600 people) (10%). Diagnostic of the Carrefour group’s GHG emissions: In 2019, Carrefour conducted a diagnostic of indirect emissions related to the Group’s activities. is updated annually to ﬁne‑tune measurement of the impact. The 2022 diagnostic showed that over 98% of the Group’s GHG emissions are linked to indirect activities, with the main sources being the production of products sold in stores (69%), the use of products sold (18%) and goods transport (9%) (1) . It (1) The Carrefour group’s Scope 3 data constitute the best possible estimates using methodologies available to date, particularly regarding the impact of products sold. Carrefour continues to strive to improve the related disclosures in cooperation with experts and its suppliers. At this stage, the da ta available do not allow for a detailed account of the actions implemented by the Group or its suppliers (e.g., combating deforestation, agricultural practices, reducing packaging, etc.). These data therefore cannot be used as a performance indicator, although they do provide a more accurate view of the Group’s footprint. UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 89 1 2 3 4 5 6 7 8 9 2 CORPORATE SOCIAL RESPONSIBILITY AND PERFORMANCE Non‑financial policies, action plans and performance COMPREHENSIVE SUMMARY OF THE CARREFOUR GROUP’S SCOPE 3 EMISSIONS (1) CATEGORY % IN 2022 CHANGE, 2022 VS. 2021 CHANGE, 2022 VS. 2019 2022 2021 2019 Total Scope 3 GHG emissions (tCO eq.) 2 100% +3% (4)% +4% +4% +3% (5)% +6% +6% 96,221,746 93,127,603 93,720,243 10.5 10.9 11.0 66,101,437 63,642,943 62,378,357 47,460,832 45,695,633 44,787,660 - 68.7% 43.9% Scope 3 GHG emissions intensity (gCO /€) 2 Purchases of goods and services of which purchases of goods and services – integrated stores of which purchases of goods and services – franchised stores* Use of products sold of which use of products sold – fuels of which use of products sold – other Inbound transport Franchises Investments Purchases of ﬁxed assets Waste generated during operations End of life of products sold Downstream transport Downstream leasing Employee commuting Upstream energy emissions Business travel Upstream leasing Treatment of products sold Customer travel Purchases of goods and services from international franchise partners 19.4% +4% +6% 18,640,605 17,947,310 17,590,697 18.1% 15.3% 2.9% 9.2% 0.9% 0.8% 0.6% 0.4% 0.3% 0.3% 0.2% 0.2% 0.2% 0% N/A N/A +1% +1% +1% +3% +7% 0% +39% (8)% +27% (4)% +13% (3)% (6)% (3)% - - (8)% (10)% +3% +7% (15)% 0% (7)% (4)% +28% (13)% (17)% (3)% (13)% (3)% - - 17,422,277 17,303,528 18,984,841 14,679,629 15,088,180 16,321,586 2,742,648 2,215,348 2,663,255 8,874,671 8,611,858 8,270,488 849,512 807,300 621,000 428,516 308,826 294,193 208,421 155,301 144,801 796,022 807,300 446,760 464,083 243,588 306,872 184,668 159,783 154,548 998,995 810,000 669,960 444,410 240,736 337,095 252,611 160,642 166,427 5,492 5,650 5,681 0 0 0 0 0 0 Not integrated to date Not integrated to date *excluding international franchise/partners. Helping stores become carbon neutral (Scopes 1 and 2) Carrefour has committed to reducing its CO emissions for Scopes 1 and 2 by 30% by 2025, 50% by 2030 and 70% by 2040 (compared to 2019). These targets for integrated stores (Scopes 1 and 2) are aligned with a greenhouse gas (GHG) emissions reduction trajectory consistent with a “below 1.5°C” scenario. 2 It should be noted that taking into account direct and indirect GHG emissions across Scopes 1, 2 and 3 combined, the Group’s targets are aligned with a trajectory consistent with a “well below 2°C” scenario and have been validated by the Science Based Targets initiative. (1) Scope: Following the sale of the Taiwan BU in 2022, the relevant data have been removed from the scope for all years since 2019. Following the acquisition of Grupo BIG in Brazil in 2022, the data have been reprocessed going back to 2019 to account for emissions associated with Grupo BIG’s operations for the following material categories: purchases of goods and services, upstream transport, use of products sold, end‑of‑life of products sold and purchases of fixed assets. Franchised stores taken into account. 90 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com CORPORATE SOCIAL RESPONSIBILITY AND PERFORMANCE Non‑financial policies, action plans and performance The 2040 store decarbonisation action plan includes the following initiatives: Décomposition du plan d'actions pour contribuer Breakdown of action plans designed to help achieve carbon neutrality through stores by 2040 à la neutralité carbone à travers les magasins d'ici 2040 Projection des émissions de GES et scénario de base Business-as-Usual + Projected Growth 2 500 000 2,500,000 tCO₂ T. de CO2 2 000 000 2,000,000 tCO₂ T. de CO2 1 500 000 1,500,000 tCO₂ T. de CO2 1 000 000 1,000,000 T. de CO2 tCO₂ 500,000 500 000 tCO₂ T. de CO2 0 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 2039 2040 Verdissement du mix énergétique Greening of the grid Amélioration de l'efficacité énergétique Store Energy Efficiency des magasins Rénovation des systèmes de Refrigeration Efficiency réfrigération des magasins Approvisionneme nt en électricité Pan-European VPPA renouvelable en Europe Approvisionement en électricité Brazil DPPA renouvelable au Brésil Suppression des réfrigérants polluants HFC Refrigerant Phase Out Production d'électricité solaire sur site On-Site Solar Approvisionneme nt en électricité 100% RE for Taiwan and Argentina renouvelable à Taïwan et en Argentine 2030 goal (1.5°C) Objectif de réduction 2030 aligné sur le scénario 1,5°C 2040 goal (1.5°C) Objectif de réduction 2040 aligné sur le scénario 1,5°C To do this, the Group aims to reduce the CO emissions produced by its operations at source as much as possible, through three initiatives: 2 ■ ■ Use of 100% renewable electricity by 2030, with priority given to on‑site production for self‑consumption or grid feeding, followed by the adoption of power purchase agreements: ■ ■ The Group is therefore stepping up the process to equip its stores with photovoltaic systems (94 in Spain, 14 in France, 13 in Poland, nine in Brazil, six in Belgium and one in Italy at December 31, 2023). In 2023, the Group signed four Physical Power Purchase Agreements (covering wind and solar farms) in France, which will produce around 100 GWh per year from 2024, by the 29 hypermarkets. The Group aims to continue increasing the pace of the implementation of these green energy contracts across all of its geographies. consumed equivalent power to In addition, as part of the objective under the Carrefour 2026 strategic plan to produce almost one TWh of electricity per year from 2027 onwards in France, Spain and Brazil, Carrefour has selected a number of partners to produce solar power at more than 500 sites in France and has also begun the selection process to find operators in Spain. The first half of 2024 will be dedicated to finalising contractual frameworks for these partnerships. A 27.5% reduction in energy consumption by 2030 (2019 baseline): The investments made (in the form of operating and capital expenditure) will enable Carrefour to reduce energy consumption across the Group by 20% by 2026 and 27.5% by 2030. Carrefour in France achieved its target of a 20% reduction by 2023. The Group is seeking to improve energy efficiency technology recommendations for its stores: renovation of commercial cooling systems, doors for refrigeration units, use of electronic speed controllers, use of divisional meters, low consumption LED lighting and technical building management (focused on air conditioning, ventilation and heating). six priority actions and through ■ The reduction in emissions from refrigerant use: Carrefour is committed to phasing out HFC refrigeration units and phasing in systems using natural refrigerants (CO ), which have much lower emission levels, by 2030 in Europe and 2040 in other geographies. Each country has drawn up a roadmap for the renewal of its store base: by the end of 2023, implementation was in line with the targets set for 2030 in Europe. 2 ■ Offsetting residual emissions: To combat the impact of emissions that could not be reduced, the Group plans to contribute over the long term to the fight against climate change through an offsetting strategy, prioritising projects in its supply chains. UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 91 1 2 3 4 5 6 7 8 9 2 CORPORATE SOCIAL RESPONSIBILITY AND PERFORMANCE Non‑financial policies, action plans and performance Promoting low‑carbon consumption (Scope 3) Carrefour aims to reduce the main components of its Scope 3 greenhouse gas emissions by 29% by 2030 vs. 2019. The Group’s ambition has been validated by the Science Based Targets initiative for its alignment with a “below 2°C” trajectory. Speciﬁcally, the Group has committed to three main areas covering over 80% of Scope 3 emissions, with the following targets: ■ ■ ■ 30% reduction in emissions from purchases of products and services by 2030 (vs. 2019); 27.5% reduction in emissions from product use by 2030 (vs. 2019); 20% reduction in emissions from downstream transport by 2030 (vs. 2019). Carrefour has put together a Scope 3 Climate Action Plan on reducing the main indirect emissions arising primarily from the products it sells. The levers identiﬁed to contribute to the reduction of Scope 3 emissions are as follows: Roadmap to achieve a 29% reduction in Scope 3 emissions by 2030 vs. 2019 -10% 0 -10 -20 -30 -9% -29% -7% -3% Other Total Supplier commitment and agricultural practices Fuel and green mobility A more plant-based diet 92 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com CORPORATE SOCIAL RESPONSIBILITY AND PERFORMANCE Non‑financial policies, action plans and performance The actions implemented and commitments related to each category are as follows: PRIORITY SCOPE CONTRIBUTION 2030 VS.2019 Supplier commitment and farming practices -10% Fuel and green mobility -9% A more plant‑based diet -7% -3% Optimising supply chains and promoting the circular economy ACTIONS IMPLEMENTED EXISTING OBJECTIVE Encourage suppliers to reduce their GHG emissions by committing to SBTi trajectories. Commitment of the 100 largest suppliers to a 1.5°C trajectory by 2026 under penalty of delisting Collaborate with suppliers, large and small, to implement the food transition and promote low‑carbon consumption patterns. Develop partnerships with producers to facilitate the transition to low‑carbon practices. 500 suppliers involved in the Food Transition Pact and 20 megatonnes avoided by 2030 50,000 partner producers by 2026 Encourage the use of eco‑labels (organic, FSC, PEFC, etc.). 8 billion euros in sales of certiﬁed sustainable products by 2026 Combat deforestation and develop alternatives to soy for animal feed. 100% of forest‑sensitive production to have a risk mitigation plan by 2030 Develop regenerative agriculture and agroecology within the Carrefour Quality Lines. 100% of Carrefour Quality Lines products to feature agroecology labels by 2025 Increase volumes of biofuels. Encourage soft modes of transport and the use of electric vehicles. Engage stakeholders in the transition to a more plant‑based diet (commercial operations, food transition pact). Promote innovation and develop a comprehensive offering. Improve downstream transport efficiency. Modernise the ﬂeet and develop a ﬂeet of vehicles running on biomethane. Reduce waste production, ensure material sorting for recycling and zero landﬁll. Take action at all levels to reduce food waste within the value chain, in stores and among consumers. Reduce the quantity of packaging marketed, promote reuse and recycling. Installation of 2,000 electric charging stations in France in 2023 Increase plant‑based protein sales in Europe to 650 million euros by 2026 20% reduction in greenhouse gas emissions from downstream transport by 2030 (vs.2019) Recover 100% of waste by 2025 50% reduction in food waste by 2025 (compared with 2016) 100% of Carrefour‑branded packaging to be reusable, recyclable or compostable by 2025; 20,000 tonnes of packaging to be avoided, including 15,000 tonnes of plastic packaging by 2025 (cumulative since 2017); 300 million euros in bulk and reuse sales in 2026 TOTAL -29% * Possible reductions for an ambitious scenario (example calculation assumptions: kilometres travelled with electric vehicles represent as many kilometres as avoided with internal combustion vehicles; plant proteins consumed are as many as animal proteins avoided). Note that the various objectives may overlap; the contribution of each objective cannot simply be summed up (there may be double counting between each objective). 1 2 3 4 5 6 7 8 9 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 93 2 CORPORATE SOCIAL RESPONSIBILITY AND PERFORMANCE Non‑financial policies, action plans and performance ■ ■ 2 Supplier commitment: At the end of 2023, 306 suppliers had committed to the Food Transition Pact and to local pacts. The Group’s objective is to have 500 committed suppliers by 2030. With regards to the climate, the “20 Megatonnes” project launched in 2020 aims to encourage suppliers to make commitments to reduce their emissions, measure their progress and involve consumers by offering them alternatives emitting less CO . In 2022, Carrefour called on its Top 100 suppliers to adopt a 1.5°C trajectory by 2026, and committed to delisting them if they did not meet this condition. In 2023, a Road to 1.5°C convention was organised to inspire and build momentum around the Top 100 supplier objective. The aim of the convention was to give suppliers an overview of the key steps required to achieve a 1.5°C trajectory, and to identify best practices in the sector. The Group’s Merchandise department also received training on climate change and supplier commitment. The training provided knowledge tools for all merchandise managers so that they can better manage future discussions with the Group’s main partners. As of the end of 2023, 44 suppliers had adopted a 1.5°C trajectory validated by the SBTi. Low‑carbon agriculture: Carrefour is developing responsible sourcing to reduce the climate impact of its own‑brand products. The Group is committed to combating deforestation, developing agroecological practices within its Carrefour Quality Lines and sourcing fish from responsible fishing (see Section 2.1.2. Biodiversity). All Carrefour Quality Lines will be committed to an agroecological approach by 2025. Products from this initiative are highlighted to customers through labels such as “grown without chemical treatment”. These practices – reducing pesticides and nitrogen fertilisers, soil conservation techniques, etc. – often help to reduce CO emissions linked to agricultural production. Carrefour is working on an “Agriculture and Climate” strategy. In 2023, a stakeholder panel was organised, bringing together around 60 internal staff, suppliers, banks and insurance companies, non‑profits and consumers to work collectively on this strategy. 2 Lastly, the Group is developing initiatives to promote the consumption of local products. For example, Carrefour has launched the 0 km project, which encourages stores to list and display a range of products from less than 30 km away, and the local festival in all Carrefour formats in France, which promotes local products and know‑how through events and tastings in stores. ■ Fuel and green mobility: The Group continued to roll out electric vehicle charging infrastructure in its hypermarket and supermarket car parks in France. By the end of 2023, more than 1,500 locations had been equipped with electric charging stations, making Carrefour the first French retailer to offer a complete range of electromobility solutions. By 2025, 5,000 locations will be equipped with such stations, half of which will be high‑powered by Enedis. On average, hypermarkets and supermarkets will each have ten and five electrified spaces respectively. Carrefour is also rolling out hydrogen stations in the Greater Paris region through a partnership between Carrefour and HysetCo. Five distribution stations should be deployed in the Greater Paris region by summer 2024 under the partnership. In 2023, Carrefour and Uber also announced a partnership to improve the accessibility, cost and experience of recharging EV for private‑hire drivers, who will enjoy preferential rates on the Carrefour Energies network from January 2024 in France. ■ Plant‑based alternatives: ADEME has calculated that meat production is responsible for half of the food sector’s greenhouse gas emissions. In 2022, as part of its Carrefour 2026 strategic plan, Carrefour announced an ambitious new objective to increase plant‑based alternative sales in Europe to 650 million euros by 2026. To achieve its objective, Carrefour is implementing a strategy based on: ■ ■ ■ ■ a comprehensive and innovative product range: Carrefour has begun to develop its range of plant‑based alternatives and pulses through its Carrefour Sensation brand (formerly Carrefour Veggie), which is 100% vegetarian, V‑Label certified and broadly affordable. In 2023, 146 product references (vs 115 in 2022) were offered under the Carrefour Sensation brand in Europe. Carrefour is also developing a range of plant‑based proteins and meat alternatives through its other brands. In 2023, for example, Carrefour received an LSA award for expanding its Carrefour Bio brand offering of organic and French pulses with white beans; collaboration with suppliers: In 2023, Carrefour launched an international coalition to accelerate sales of plant‑based alternatives with seven manufacturers (Danone, Unilever, Bel, Andros, Bonduelle, Nutrition & Santé, Savencia). The coalition is committed to achieving sales of 3 billion euros from plant‑based alternatives by 2026, using a series of joint initiatives; a promotional mechanism to encourage the consumption of plant‑based proteins: in 2022, Carrefour teamed up with Danone to roll out the “Lundi c’est veggie, mais aussi le mardi, mercredi…” campaign (Monday is veggie day, but so is Tuesday, Wednesday…). The aim of this campaign is to promote healthy (Nutri‑Score of A or B) vegetarian or vegan eating; promotion in stores and via e‑commerce: to highlight low‑carbon vegetarian products in stores and on the website, Carrefour has modified the display hierarchy on the e‑commerce site and made such products easier to identify in stores. In March 2023, Carrefour Belgium supported the Veggie Challenge, which aims to encourage consumers to eat more plant‑based products for 20 days. Throughout March, Carrefour offered veggie recipes to customers on its social networks. In France, in partnership with the WWF, low‑carbon vegetarian Carrefour France recipes. https:// at available www.carrefour.fr/recettes/manger‑durable. is promoting recipes These are ■ Optimising logistics chains and promoting the circular economy (see 2.1.4.6): Carrefour aims to achieve a 20% reduction in outbound transport‑related CO emissions by 2030 compared to 2019, through optimisation of existing models and development of alternatives to diesel fuel. Supply chain teams in each country are working closely with carriers to improve truck loading practices, optimise travel distances and phase in alternative transport modes consistent with Group policy. In France, by the end of 2023, Carrefour had switched its fleet of 750 trucks to biomethane, making them less polluting, 60 dB‑quieter and Piek‑certified. 2 94 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com CORPORATE SOCIAL RESPONSIBILITY AND PERFORMANCE Non‑financial policies, action plans and performance To reduce its indirect emission sources, mainly from the products it markets, the Group is taking action: ■ against food waste and for waste recovery (see 2.1.3 Circular economy); ■ for the recovery, reuse and recycling of electrical products (fluorescent lights and batteries), small and large household appliances and large furniture (see 2.1.3 Circular economy). 2.1.5 HEALTH AND PRODUCT QUALITY 2.1.5.1 Overview Access to healthy food is very beneﬁcial for health . Agricultural production conditions, product composition, sanitary production conditions, access to a balanced diet and consumption habits are all important for consumer health. Today’s consumers are demanding greater transparency about the quality of the products they buy, and are increasingly challenged by cost of (1) living issues and the lifestyle factors that encourage sedentary behaviour. Against this backdrop, Carrefour is advocating and promoting the food transition to transform the way food is produced, distributed and consumed to support healthy and balanced food for all. In 2022, the Carrefour 2026 strategic plan embodied the Group’s goal of placing consumer health at the heart of the food transition model and announced highly ambitious objectives regarding nutrition. Risks and opportunities The Group identiﬁed the major downstream risks in our value chain relating to consumer information, product quality, compliance and consumer safety, and access to quality food that is both affordable and nutritious: NATURE AND LEVEL OF RISK RISK Consumer information Erroneous or exaggerated claims misleading consumers Product quality, compliance and consumer safety Access to quality food that is both nutritional and affordable Carrefour being accused by consumers, NGOs and/or regulatory authorities of regulatory non‑compliance regarding product information Shortcomings in terms of control and traceability or defects in product speciﬁcations leading to serious health and commercial consequences A breach of quality and hygiene standards in stores or warehouses Carrefour being accused by consumers and NGOs of insufficient quality, non‑compliance and/or endangerment of customer safety A failing in the product withdrawal and recall procedure potentially leading to a health crisis Decline in the brand and value proposition due to perceived poor value for money or an offering out of step with consumer expectations Criticism of Carrefour for the poor nutritional proﬁle of the products sold and the promotion of unhealthy eating (fat, sugar, alcohol, etc.) OPPORTUNITIES Development of the sale of a range of certiﬁed products and nutritional labelling Becoming a leader for the food transition and developing healthier offerings and product ranges (1) Health through food, 27/09/2023, Ministry of Health and Prevention:https://sante.gouv.fr/systeme‑de‑sante/strategie‑nationale‑de‑sante/ priorite‑prevention‑rester‑en‑bonne‑sante‑tout‑au‑long‑de‑sa‑vie‑11031/priorite‑prevention‑les‑mesures‑phares‑detaillees/article/ la‑sante‑par‑l‑alimentation UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 95 1 2 3 4 5 6 7 8 9 2 CORPORATE SOCIAL RESPONSIBILITY AND PERFORMANCE Non‑financial policies, action plans and performance Coalitions and partnerships Collaboration for healthier lives (CHL) WWF France Projet SNAC (Vivons en Forme, Sport dans la ville, Fête le mur, Elior) Contributions to the Sustainable Development Goals OUR OBJECTIVES/OUR OUTCOMES Topic Objective 2023 Result 2022 Result Change Consumer health Number of products that display the Nutri‑Score (1) 8,989 4,101 +4.1% Target - Reduction in tonnes of sugar in Carrefour‑branded products (2) Reduction in tonnes of salt in Carrefour‑branded products (3) Percentage of fresh Carrefour Quality Lines products committed to an agroecological approach (4) Market penetration rate of Carrefour Quality Lines in fresh produce (%) (5) Sales of organic products (in billions of euros) (6) 261 78 New New - - 2,500 by 2026 250 by 2026 28.4% 6.50% +21.9 pts 100% 7% 2.5 6.90% +0.1 pts 10% by 2025 2.6 -3% 8 billion by 2026 96 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com CORPORATE SOCIAL RESPONSIBILITY AND PERFORMANCE Non‑financial policies, action plans and performance Product quality and safety Percentage of suppliers audited according to a quality standard Percentage of sites certiﬁed to IFS, BRC or FSCC22000 standards (7) Percentage of sites audited by Carrefour, o/w: Percentage of audit scores between A and B Percentage of audit scores between C and D Percentage of plants audited by Bureau Veritas 6.5% 96% 4% 8% 96% 4% 11% 100% 100% 0 pt 100% 79.5% 78% +1.5 pts Number of suppliers/sites 2,593 2,703 Number of inspections performed – analyses 49,397 49,723 Number of inspections performed – panels 3,764 4,074 Number of products withdrawn Percentage of Carrefour‑branded products withdrawn Number products recalled Percentage of Carrefour‑branded products recalled 587 58% 328 21% 564 50% 330 19% -1.5 pts 0 pt 0 pt -4.1% -0.7% -7.6% +4.1% +8 pts -0.6% +8 pts (1) (2) (3) (4) (5) (6) (7) Number of products sold on Carrefour.fr with the Nutri‑Score displayed. Scope: Controlled products only (AR, IT excl. in 2023; FR only in 2022). Scope: 90% of 2023 consolidated net sales. New indicator, BR C not included in 2023. Scope: 90% of 2023 consolidated net sales. New indicator, BR C not included in 2023. Scope: 91% of 2023 consolidated net sales. Non‑comparable BUs (PL, BR C, PL excl. in 2023; FR only in 2022). Scope: The 86% of 2023 consolidated net sales. Non‑comparable BUs (ES excl. in 2023, AR excl. in 2022). Scope: 100% of 2023 consolidated net sales. Non‑comparable BUs (BR SAMS excl. in 2023, BR AT & SAMS excl. in 2022). The International Featured Standard (IFS) sets product safety and quality standards. BRC (British Retail Consortium) certification accredits compliance for food processing and packaging companies. FSSC (Food Safety System Certification) 22000 certifies food safety management systems. UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 97 1 2 3 4 5 6 7 8 9 2 CORPORATE SOCIAL RESPONSIBILITY AND PERFORMANCE Non‑financial policies, action plans and performance 2.1.5.2 Our action plans The Group’s Quality Department contributes to developing standards and tools (including purchasing rules), charters and quality guidelines, which it circulates in all of the Group’s integrated countries. The Country Quality Departments are brought together in a network to exchange and share best practices in order to guarantee the consistency of approaches. The Group has also launched an employee training programme and regularly communicates with customers about food quality and safety. Ensuring the quality and safety of Carrefour products The policy ensuring the quality and safety of Carrefour‑branded products is based on the following pillars: certiﬁcations, labels and claims, speciﬁcations, second‑level control plans for controlled products, the quality alert system, and traceability. Certiﬁcations, labels, and claims: All manufacturing sites for Carrefour‑branded products are audited for quality and safety. In order to apply the “Carrefour” brand to its products, the supplier must meet certain speciﬁcations that are veriﬁed and validated by the Quality department. This form of collaboration implies a lasting relationship of trust, as evidenced by the Group’s enduring relationship with many of its suppliers: in 2023, 70% had more than ﬁve years of seniority, and 89% more than two years. Certiﬁcation, labels and claims are also an effective means of combating food counterfeiting. Suppliers are audited on the existence and implementation of a plan to reduce food fraud. Speciﬁcations and quality departments: All Carrefour‑branded products are subject to speciﬁcations that strictly deﬁne the product’s characteristics. In all integrated countries, Carrefour’s quality teams ensure compliance with these requirements. Monitoring plans for controlled products: Controlled products are analysed for quality, performance and compliance. Carrefour has commissioned an laboratory to conduct independent analyses and, in some cases, additional product tests to ensure compliance. To ensure that products meet consumer expectations, tests may also be conducted with consumer panels or by experts. Monitoring commissioned by Carrefour complements the supplier’s self‑monitoring, with the primary aim of regularly verifying the compliance of Carrefour‑branded products with applicable laws and speciﬁc provisions integrated into the contracts of controlled products. Risk analysis takes many factors into account, including the identiﬁcation of dangers and risk characterisation, control measures, degree of certainty, population sensitivity and probability of occurrence. characteristics, assessment, exposure their Quality alert system: The quality system includes AlertNet, a procedure that informs stores as quickly as possible if they need to withdraw or recall a product. It is available online at all times and access is free for suppliers. In the event of an alert, Carrefour immediately withdraws the products and checks that the withdrawal has been completed. The EAN barcode of recalled (1) products is blocked at checkout . Traceability: Carrefour has developed speciﬁc traceability tools for certain raw materials. For its Brazilian beef supplies, it has implemented geo‑monitoring. Satellite surveillance of breeding pastures reduces the risk of destruction to the Amazon rainforest and biodiversity, and also prevents the use of land belonging to indigenous tribes. Monitoring an entire host region in this way helps to control the sourcing of beef sold in Brazil. In‑store safety and quality: Speciﬁc rules governing food quality and safety have been implemented in stores. They allow employees to become acquainted with best practices in the ﬁelds of food quality and safety. Action plans can be implemented following administrative checks and standard reference inspections. Providing quality products accessible to all Improving the nutritional composition of products: Since 2018, the Group has reformulated and optimised the nutritional proﬁle of its products, in all countries where it operates. Since 2019, nearly 400 recipes have been reformulated, especially to reduce their sugar and salt content (sweetened drinks and tinned vegetables respectively). With the adoption of the Carrefour 2026 strategic plan, the Group has pledged to eliminate a total of 2,600 from Carrefour‑branded products. In 2023, 261 tonnes of sugar and 78 tonnes of salt were eliminated in France. tonnes of sugar and 250 tonnes of salt Cutting out controversial substances: Ahead of legislative and regulatory change, Carrefour has actively embarked on a global campaign aimed at eliminating controversial substances (such as artiﬁcial ﬂavours, certain additives and certain ingredients). Their list, common to all Group countries, is updated continuously. These substances fall into four categories: ■ ■ ■ ■ black: substance already absent from all Carrefour‑branded product categories or slated for full discontinuation; red: controversial substance (such as alcohol colourants) authorised only in certain product categories or brands; purple: controversial substance under surveillance, involving alignment with market practices; orange: non‑controversial substance that is authorised but would preferably be substituted label approach. in a broad clean When substitutes for substances classiﬁed as “black” are not immediately available, Carrefour reduces their quantity and works to identify satisfactory substitution solutions in the short term. Over 100 substances have been removed in this way from the composition of Carrefour‑branded products. As part of the 2026 strategic plan, Carrefour has committed to eliminating a further 20 controversial substances from its products by 2026. (1) EAN (European Article Number) is an 8- or 13‑digit barcode used to identify individual products. It is used in retailing and manufacturing. 98 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com CORPORATE SOCIAL RESPONSIBILITY AND PERFORMANCE Non‑financial policies, action plans and performance Developing products using fewer pesticides and excluding GMOs: To promote less pesticide‑intensive farming and thereby protect the health of consumers and the environment, Carrefour invests in the development of organic farming as well as agroecology through the adoption of responsible practices. See Section 2.1.2 Biodiversity. Developing plant‑based products and products catering to speciﬁc diets: The Group continues to step up its presence in the meat substitute segment to meet demand for “Eating better” and “Consuming better” from certain consumers and to reduce greenhouse gas emissions (see 2.1.3). For every type of meat or dairy product, there is a plant‑based alternative. These alternative products are available in all European countries where the Group operates, and in all formats. Carrefour promotes nutritional recipes on its website, which also features a section dedicated to special diets (gluten‑free, lactose‑free, sugar‑free, reduced salt, vegetarian and vegan). Guiding consumers towards a more balanced diet Informing consumers with the Nutri‑Score: The Group has continued the widespread roll‑out of the Nutri‑Score on the packaging of Carrefour‑branded products and on the carrefour.fr website. This optional logo was developed by the French government to provide a clear indication of a product’s nutritional quality. As of end‑2023, the Nutri‑Score had been deployed in Belgium, Spain, France and Poland. Despite the tightening of Nutri‑Score criteria from January 1, 2024, Carrefour is maintaining its commitment. In 2024 and 2025, the Group will update the Nutri‑Score classiﬁcation on a third of the products featuring this nutritional rating. Using promotional and loyalty tools to guide consumer choices: loyalty In 2023, the Group decided to reward cardholders who purchase Carrefour Classic Nutri‑Score A products, both online and in‑store, with a 10% discount – and 15% for those paying with the Pass card. Whenever a Drive order is placed, an algorithm suggests alternative products with a better Nutri‑Score. Offering products made using the best agricultural practices at the best price: Through its own brands, Carrefour makes less‑processed products accessible to more people, even during periods of high cost‑of‑living constraints. The Quality Lines are spearheading this approach. Carrefour also offers a range of organic products costing on average 20% less than major brands in the sector. Training Group employees: Carrefour is mobilising its employees in this quest for a balanced diet. Promoting the food transition for all is one of the major themes of the Carrefour 2026 strategic plan, and is a focus of training. In 2023, over 4,500 employees participated in training (over 1,900 in face‑to‑face sessions and 2,500 by e‑learning) on key topics such as the market for organic products and fresh produce. The Group has rolled out the Act For Food Super Heroes programme to showcase the work of employees who are most committed to the food transition programme and encourage them to share their best practices. 2.1.6 TRADE PRACTICES 2.1.6.1 Our objectives and outcomes Overview As a retailer, Carrefour is in direct contact with numerous stakeholders and has a duty to maintain high‑quality relations with its suppliers, producers, public authorities, NGOs, investors, non‑proﬁts and customers. The loyalty and integrity of Carrefour’s trade practices enable it to establish and sustain its relationships with stakeholders. The Group is committed to acting beyond reproach in its relations with its business relationships, in compliance with applicable regulations such as the General Data Protection Regulation (GDPR) and France’s Sapin II law on corruption. its partners at all levels, especially in Alongside compliance with the applicable regulations, respect for animals and their sensitivity is a growing concern among the general public. In several countries, and especially in Europe, new consumer habits are emerging, such as reducing the quantity of meat consumed, choosing to replace meat with plant proteins, or turning to products made using more sustainable and more animal‑friendly farming methods. These changes are happening fast, and farming practices must be adapted accordingly. Risks and opportunities The Group has identiﬁed the following signiﬁcant risks related to the conduct of its business: protection of whistleblowers, political advocacy and lobbying activities, supplier selection and security and protection, management, corruption, data contribution to host communities, unfair trade practices, and animal welfare. UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 99 1 2 3 4 5 6 7 8 9 2 CORPORATE SOCIAL RESPONSIBILITY AND PERFORMANCE Non‑financial policies, action plans and performance TYPE OF RISK RISK OPPORTUNITIES Supplier selection and relationships Conﬂictual relations with suppliers and loss of trust in the business relationship Accusations against Carrefour and/or ﬁnes for abusive practices towards suppliers and non‑compliance with supplier relationship regulations (negotiation timeframes, payment deadlines, excessively low prices, etc.) Securing and sustaining the supplier relationship through fair contractual conditions and conditions conducive to collaboration (partnerships, dialogue, etc.) Supplier selection and commitment processes to ensure product and service quality Poor selection of Group suppliers resulting in non‑compliance by suppliers with ethical, quality, environmental, or social practices Contribution to host communities Damage to the Group’s image among consumers and local governments, loss of local tenders and market share due to a lack of local roots and insufficient economic contribution to host communities Protecting whistleblowers Failure to protect whistleblowers leading to criticism of Carrefour, destabilisation of labour relations, increased turnover rates and a deterioration of the employer brand Stores with local roots developing a range of local goods, products and services meeting customer expectations Effective system for collecting and protecting whistleblowers, preventing risks and quickly identifying cases Political advocacy and lobbying activities Data security Carrefour’s implication in lobbying practices compromising the company’s credibility with customers and stakeholders Strengthened dialogue with national and local governments and civil society stakeholders A cyber attack shutting down information systems, disrupting production, logistics and stores, resulting in costs related to IT security Data protection Non‑compliance with regulations on the protection of personal data Corruption and fair competition Instances of corruption or anti‑competitive practices leading to a deterioration of relations with stakeholders, risks of exposure to sanctions, and damage to the Group’s image Animal welfare Accusations of animal welfare violations and lack of transparency towards consumers regarding farming conditions against Carrefour and its suppliers Promoting new consumption habits to replace meat with plant‑based proteins and supporting extensive livestock farming with animal welfare in mind 100 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com CORPORATE SOCIAL RESPONSIBILITY AND PERFORMANCE Non‑financial policies, action plans and performance Coalitions and partnerships Laboratoire d’Innovation Territorial Ouest Territoires d'Elevage (LIT Ouesterel) Oeuvre d’Assistance aux Bêtes d’Abattoirs (OABA) Association Étiquette Bien-Être Animal (AEBEA) CIWF World Animal Protection Welfarm Contributions to the Sustainable Development Goals OUR OBJECTIVES/OUR OUTCOMES Topic Objectives Managing relations with suppliers/ Exercising responsibility in host countries Number of suppliers involved in the Food Transition Pact (1) Number of organic farming partner producers, CQLs, regional and local producers and partners in other collective initiatives (2) 2023 306 2022 204 Change Target +50% 500 by 2023 46,013 37,756 +22% 50,000 by 2026 Fair practices Taxes borne by the Group (in millions of euros) €4,239 million €975 million Social security costs borne by the Group (in millions of euros) €1,606 million €1,608 million -4.1% -0.1% 69.6% 95.6% -26% - - - Percentage of at‑risk employees trained on anti‑corruption topics Number of countries/entities with a DPO (Data Protection Officer) Data security and protection 8/8 8/8 - 8/8 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 101 1 2 3 4 5 6 7 8 9 2 CORPORATE SOCIAL RESPONSIBILITY AND PERFORMANCE Non‑financial policies, action plans and performance Topic Animal welfare Objectives Shell eggs – Percentage of gross sales of controlled and national‑brand products from cage‑free production facilities (3) 2023 62.8% 2022 80.3% Change Target -17.5 pts 100% by 2025 (2028 depending on the country) Eggs as ingredients – Percentage of Carrefour‑branded products containing cage‑free eggs used as ingredients (4) Cage‑free farming – Percentage of gross sales of animals (rabbits and quails) in controlled products raised cage‑free (5) Chickens – Percentage of gross sales of controlled products that guarantee compliance with animal welfare criteria (6) Pigs – Percentage of gross sales of Carrefour organic and Carrefour Quality Lines pork products that guarantee compliance with improved animal welfare criteria (7) Horse meat – Percentage of gross sales of horse meat in independently audited controlled and national‑brand products or from EU producers (8) Slaughter – Percentage of Carrefour supplier slaughterhouses audited for compliance with animal welfare standards (9) Transparency – Percentage of species raised using transparent farming methods, for Carrefour‑brand products (10) 77.2% 60.2% +17 pts 100% by 2025 19.8% 52.7% -32.9 pts 100% by 2025 30.2% 35.9% -5.7 pts 50% by 2026 26.1% 12.2% +15 pts 100% by 2025 41.3% 68.7% -27.4 pts 100% by 2025 69.3% 39.2% +30.1 pts 100% by 2025 16.7% 20.8% -4.1 pts 100% by 2025 (1) (2) (3) (4) (5) Scope: 99.8% of 2023 consolidated net sales. Comparable BUs (approach not yet deployed at BR in 2023 and 2022). Scope: 95% of 2023 consolidated net sales. Non‑comparable BUs (BR, ES organic, IT organic excl. in 2023; BR incl., excluding partners from other approaches in 2022). Scope: 99.7% of 2023 consolidated net sales. Non‑comparable BUs (BU SAMS excl. in 2023; BR AT excl. in 2022). 82.8% in 2023 excl. BR AT. Scope: 99.7% of 2023 consolidated net sales. Comparable BUs for Europe only (FR, ES, IT, PL, RO, BE). Scope: 100% of 2023 consolidated net sales. Non‑comparable BUs (Only applicable in FR, BE, RO, AR in 2023; applicable in FR, BE, ES, RO, AR in 2022). Scope: 87% of 2023 consolidated net sales. Non‑comparable BUs (BR C excl. in 2023; excl. AR in 2023 and 2022). Scope: 63% of 2023 consolidated net sales. Non‑comparable BUs (FR excl. in 2023; BE, IT and PL only in 2022). Scope: 100% of 2023 consolidated net sales. Non‑comparable BUs (only applicable in FR, BE, IT in 2023. Only BE, IT in 2022). Scope: 100% of 2023 consolidated net sales. Comparable BUs. (6) (7) (8) (9) (10) Scope: 96% of 2023 consolidated net sales. Non‑comparable BUs (excl. BR C in 2023). 102 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com CORPORATE SOCIAL RESPONSIBILITY AND PERFORMANCE Non‑financial policies, action plans and performance 2.1.6.2 Our action plans Managing relationships with suppliers and implementing a responsible purchasing policy Supplier Commitment Charter The Supplier and Service Provider Commitment Charter forms an integral part of all purchase contracts in all countries. Its primary objective is to ensure that subcontractors comply with the ethical principles laid down by Carrefour or to bring them into compliance. This charter is based notably on Carrefour’s respect for and promotion of the Universal Declaration of Human Rights, the eight fundamental conventions of the ILO, the OECD Guidelines for Multinational Enterprises, the ten principles of the UN Global Compact, the UN Guiding Principles on Business and Human Rights and the international agreement signed with UNI Global Union. The charter prohibits clandestine or undeclared subcontracting, and requires suppliers to demand the same social compliance standards of their own suppliers. In a spirit of reciprocal commitment, the charter does not allow Carrefour to impose any conditions on suppliers that would prevent them from complying with the charter. Food transition purchasing rules To align its ethical principles with its purchasing practices, Carrefour has food transition laid down rules governing purchases for all of its host countries. Eleven rules incorporate the social, environmental and ethical requirements of CSR objectives. They are indirect integrated countries, which are purchasing teams responsible for their proper application. The rules provide a framework for social and environmental compliance consistent with food transition objectives for existing and prospective products. The purchasing rules therefore apply to: intended for the direct and in the ■ ■ controlled products, national brand products and non‑retail products; food products (fresh produce and consumer goods), non‑food products (small household goods, EPCS and textiles), and out‑of‑home catering products (e.g., Promocash, Maxi, Atacadão). (1) Each country team prepares its own plan based on local conditions and supervises its proper implementation. There are rules governing textile purchases, sourcing from local suppliers and SMEs, nutrition and controversial substances, packaging, produce sourced from organic farming, agroecology products, aquatic animal products, items whose production may impact forests and wild species, animal welfare and plant‑based proteins. Regarding audit and risk management, Carrefour’s governance system features a Committee on Purchasing Rules for the Food Transition. It analyses risks and sourcing‑related alerts, and lays out the strategy to be implemented (see 2.2 Duty of Care Plan, structure). Section 2.2.1.1 Governance organisation Purchasing rules are subject to internal control to verify the quality of the overall system that Carrefour has put in place. They are updated annually and for merchandise teams. is also provided training and Establishing a responsible contractual framework Carrefour adheres to established national regulatory frameworks when contracting with suppliers, and goes further by adopting additional responsible practices. For example, regarding payment terms, Carrefour complies with the minimum legal terms set nationally, ensuring the absence of abusive practices. Accordingly, payments are generally made within 30 days in France. The Group has implemented a system of ultra‑local contracts for small suppliers: a simpliﬁed two‑page contract for referencing in just 48 hours, committing Carrefour to payment within seven days. In 2023, 1,855 French producers, mainly greengrocers, ﬁsh farmers and grocery product suppliers, beneﬁted from ultra‑local contracts. In the Group’s integrated countries, contracts systematically include clauses on competition law, which are subject to internal training provided by local legal departments. In France, new hires in relevant departments and positions are automatically enrolled. More speciﬁc and targeted training can also be provided to support the implementation of purchasing alliances formed with other retailers. Being responsible in our host communities Providing convenient local retail options Through its global network of 15,000 stores in 2023, the Group aligns its formats with the speciﬁc needs and expectations of its host countries and regions. Each store offers products and a range of services based on local needs to align with their customer base. (1) EPCS: Electronics, Photography, Cinema, Sound. UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 103 1 2 3 4 5 6 7 8 9 2 CORPORATE SOCIAL RESPONSIBILITY AND PERFORMANCE Non‑financial policies, action plans and performance Developing the sale of local products and partnerships with SMEs In its Carrefour 2026 strategy, the Group has set itself a series of objectives to encourage sustainable and local farming: ■ ■ increasing the number of partner producers to 50,000 (up 11,000 on 2022), including local and regional producers; in doubling the volume of fruit and vegetable supplies ultra‑short circuits (suppliers located less than 50 km from stores) in Europe. In France, putting down local roots in this manner led to the launch of the Potager City fresh local produce banner, in early 2023. This new chain of city centre stores carries a large proportion of seasonal products at optimal prices; ■ increase sales of plant‑based products in Europe to 650 million euros by 2026 (up 65% vs. 2022). Doing business in a spirit of solidarity For Carrefour, solidarity means providing day‑to‑day support for communities in its host countries. As a retailer integrated into local communities, Carrefour engages with stakeholders with very different activities and interests, on local, national and/or international social Participating responsibility initiatives, Carrefour is one of the largest private donors in France, donating 31.4 million meal equivalents in 2023. numerous issues. in The Carrefour Foundation is the Group’s ally in its food transition, supporting players in the social and solidarity economy working to broaden access to healthier, more balanced and diversiﬁed food worldwide. Particularly sensitive to the challenges faced by vulnerable people and the challenges of food insecurity, Carrefour set aside 6.75 million euros in 2023 to support 77 projects in the ﬁelds of sustainable and socially responsible agriculture, the ﬁght against waste and societal commitment, all in relation to food. Fair practices Fighting corruption, money laundering and terrorism financing Governance, Ethics and Compliance As part of its responsible business conduct policy, Carrefour ensures compliance with the the transactions it carries out in all the countries where it operates or conducts its business, mainly by developing an ethics and compliance network comprised of representatives in various roles and from different levels within the organisation. This network notably includes: rules applicable to ■ ■ a Group Ethics Committee, made up of the Group General Secretary, Group Human Resources Director, Group Legal Director and Group Ethics and Compliance Director. This committee met four times in 2022; an Ethics and Compliance department, which reports to the France and Group Legal departments, overseeing compliance for the Carrefour group and coordinating the ethics and compliance network across different countries; Ethics and Compliance Programme: The Group’s governing bodies are fully committed to ethics and compliance and enforce a zero tolerance policy for any unethical behaviour and practices, such as corruption and inﬂuence peddling. In recent years, this commitment was demonstrated by ■ Ethics and Compliance Officers from each integrated country and BU, who are responsible for ensuring the compliance of their respective entities with industry and local regulations as well as any other special requirements, and for reporting any useful information to the Group about the local deployment of the programme. These members of the ethics and compliance network also lead the local ethics and compliance committees set up in each integrated country and BU, which comprise the CEO, the CFO, the Human Resources Director, the Legal Director and the Head of Ethics and Compliance of the country or BU concerned; ■ all employees with key roles in compliance, so that the Carrefour group can collectively comply with ethics and compliance regulations. In addition, Compliance staff work closely with Security and Internal Control staff and with operations to continuously improve reporting and management. teams, on International Alexandre Bompard and Laurent Vallée speaking to all Group on countries December 9, 2021. To mark International Anti‑Corruption Day in 2022, new videos were released in all countries featuring Group Executive Committee members, along with videos of each country Director addressing viewers in the local language. Anti‑Corruption Day 104 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com CORPORATE SOCIAL RESPONSIBILITY AND PERFORMANCE Non‑financial policies, action plans and performance To enforce its policy and comply with all applicable laws, Carrefour has built its ethics and compliance programme around the following pillars: ■ ■ ■ ■ ■ corruption risk map: the corruption risk mapping process for the Carrefour group was completely overhauled in 2020 and is updated regularly for each main business sector (Retail, Property, Banking and Insurance) and in all of the Group’s integrated countries. The scope of the risk map was also expanded in 2022 to cover new Group activities; policies and procedures: Carrefour has drafted an Anti‑bribery and Corruption Policy, providing practical illustrations of concepts. This policy establishes the frame of reference in which employees must all perform their duties on a daily basis, in all of Carrefour’s subsidiaries and integrated countries. Other policies and procedures round out this overarching policy, giving employees practical tools to guide them in carrying out their operations and projects. These include the Gifts and Hospitality Policy, the Responsible Lobbying Charter, the Carrefour Foundation’s rules and principles applicable to sponsorship campaigns and emergency aid operations. In addition, all employees involved in a purchasing or selection process are required to sign a declaration of independence each year, with the aim of informing Carrefour of any conflicts of interest in order to handle them better; training and awareness actions: a global training and awareness‑raising plan was developed and deployed for the functions with the highest exposure (in‑person or online meetings), along with an e‑learning programme for functions with less exposure. At end‑2023, 69.6% of the employees identified in 2023 as most exposed to risks of corruption had received for employees with a lower risk of corruption were taken by more than 73,617 employees in 2023 (24% of the Group’s total employees); training. The e‑learning courses available in the Group’s third‑party assessment procedure: the Group developed a global third‑party assessment solution, which was deployed in 2022 for all activities in France. This solution is also being integrated countries. The due deployed diligence process is carried out for all third parties with which the Group intends to engage in business activities (suppliers, consultants, franchisees, acquisition targets, etc.). The extent of required verification is determined by the third party’s risk profile and any specific risks identified during the assessment of that third party. In some cases, additional information may be requested from third parties, so that further due diligence can be conducted based on the information provided. Carrefour works with an external service provider specialised in to assist operational staff and third‑party assessments compliance officers likely to assess third parties. Suppliers also receive the Ethical Standards for Suppliers Charter, which is appended to commercial contracts; whistleblowing system: an outsourced global whistleblowing system was set up in all countries in 2016, available 24/7 via the Internet (ethique.carrefour.com) or by telephone. This system provides all Group employees and external partners (mainly suppliers and customers) with a channel for reporting any including discrimination, suspected unethical practices, corruption, harassment, health, misappropriation of interest, and environmental damage. In 2023, 5,361 alerts were received by safety, funds, conflicts of fraud, theft, the Group, the majority of which concerned HR issues (excluding discrimination and harassment); ■ controls: corruption risks are mitigated by a series of accounting control procedures. For example, Internal Control and Internal Audit staff conduct annual verifications and audits on the pillars of the Group’s compliance programme in all countries. They then formulate recommendations and action plans improve Carrefour’s ethics and compliance programme. to Fair competition policy Carrefour is very careful to maintain high‑quality, transparent and loyal relations with its different commercial partners and to negotiate balanced agreements that comply with competition law. The Code of Professional Conduct, applicable to all employees, highlights the principle of “developing fair and transparent trade practices”: “Carrefour upholds competition law. All Group suppliers and service providers must be selected and treated objectively and fairly, as part of a policy of transparent trade practices and in accordance with commitments. Employees are prohibited from taking part in cartels or any unfair practice that may hinder fair competition.” The Legal department in each integrated country is made of teams of experts, including specialists in competition law. Tax ethics Tax ethics and transparency are the pillars on which the Carrefour group's tax policy is based. The Carrefour group adopts responsible tax conduct and promotes a culture of tax competence. To meet these objectives, the Carrefour group complies with tax regulations in all the countries where the Group operates, in accordance with applicable national and international laws and regulations. In addition, the Carrefour group fulﬁls its tax reporting obligations and pays its taxes in accordance with local regulations. The Carrefour group's strategic locations are based on economic considerations. The Carrefour group has adopted a strict policy towards tax havens and has no presence in any of the countries on France's official list of non‑cooperative states and territories (NCCTs). In terms of transfer pricing, the Carrefour group rigorously applies the arm's length principle, in line with OECD recommendations, and does not use transfer pricing for tax planning purposes. In its relations with tax authorities, the Carrefour group places a premium on trust and the quality of dialogue. The Carrefour group's commitment to responsible and transparent tax management its respectful relationship with public authorities is reﬂected in importance on the The Carrefour group places great transparency of its tax policy and its implementation. In this respect, the Carrefour group regularly publishes its tax strategy and the reconciliation between the theoretical tax rate and the effective tax rate in its Universal Registration Document. The Group also fully complies with its Country by Country Reporting (CBCR) obligations. Lastly, the Group's ethics hotline can be used by Carrefour group employees, suppliers and service providers to anonymously report any situation or behaviour that does not comply with the Group's Principles of Ethics, including in tax matters. In 2023, Carrefour entities paid a total of 4,239 million euros in incurred tax obligations. In addition, the Group’s annual payroll taxes amounted to approximately 1,606 million euros for all its employees. UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 105 1 2 3 4 5 6 7 8 9 2 CORPORATE SOCIAL RESPONSIBILITY AND PERFORMANCE Non‑financial policies, action plans and performance Information system security and data protection Carrefour has deployed a plan common to the various integrated countries to comply with the General Data Protection Regulation (GDPR). A continuous monitoring plan covers all key GDPR issues (implementation of the general data rights management policy, consent management, processing registers, handling requests to exercise rights, etc.), and ensures ongoing monitoring and, where necessary, corrective measures. Improving animal welfare to According the United Nations Food and Agriculture Organisation (FAO), animal welfare is a social responsibility that forms an integral part of the livestock sector’s sustainable development. For the past few years, Carrefour has been deploying a programme aimed at improving animal welfare in its supply chains. This programme is based on the “ﬁve fundamental freedoms” of animal welfare, adapted to different livestock farming methods: physiological freedom (absence of hunger, thirst or malnutrition), environmental freedom (adapted shelter, absence of climatic or physical stress), health‑related freedom injury or disease), behavioural freedom (absence of pain, (possibility to exhibit normal, species‑speciﬁc behaviour) and psychological freedom (absence of fear or anxiety). In 2019, Carrefour established an animal welfare policy focused on ten priorities shared with stakeholders in the relevant sectors, reaffirmed in 2023. These priorities are combating antibiotic resistance, banning cloning and genetically modiﬁed animals, switching to cage‑free farming and keeping animal conﬁnement to a minimum, keeping stress during transport and slaughter to a limiting controversial practices, optimising pain minimum, management, insisting on proper nutrition, carrying out health monitoring, banning animal testing, banning materials of animal origin not derived from livestock and improving habitats. Animal welfare is one of the indicators in the CSR index, measuring CSR policy performance over several years. The Carrefour 2026 strategic plan, released in November 2022, puts greater emphasis on the Group’s ambitions in respect of animal welfare. As a result, all production processes in which animal welfare is a sensitive issue must be covered by a risk mitigation plan by 2030. 106 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com CORPORATE SOCIAL RESPONSIBILITY AND PERFORMANCE Non‑financial policies, action plans and performance 2.1.7 EMPLOYEES 2.1.7.1 Our objectives and outcomes Overview Carrefour draws on the skills of its 305,333 employees to offer quality services, products and affordable food for everyone. With over 300 job families, many positions are open to anyone in Carrefour’s host communities, regardless of their experience, age, origin, political opinions or health status. To retain talented candidates, the Group gives everyone the chance to express their potential by offering professional growth prospects, especially through skills development programmes. The Group ensures that its teams have a safe and pleasant working environment synonymous with physical health and the prevention of stress and psychosocial risks so as to foster employees’ mental well‑being (developing exercise programmes, remote working, work‑life balance). Risks and opportunities The Group has identiﬁed the following risks concerning its employees: adequate working conditions, decent wages, internal social climate, health and safety at work, equal treatment and opportunities for all, training and skills development, and employee attraction and retention. TYPE OF RISK RISK OPPORTUNITIES Health, safety and working conditions Non‑compliance with regulations on working conditions, health and safety in stores and warehouses Good quality working conditions fostering employee engagement, talent attraction and retention, and a positive brand image Loss of productivity due to absences, sick leave, poor employee engagement and/or signiﬁcant turnover (reduced activity, loss of know‑how, increased training costs) Attraction and retention issues among Carrefour banners due to poor health and safety practices Decent wages Exposure to media controversy, loss of attractiveness and difficulty in recruiting/retaining employees Work stoppages/strikes Internal social climate Reduced employee productivity and work quality, industrial action, strikes, resignations and recruitment difficulties Negative image and disagreement with unions leading to regulatory sanctions Equal treatment and opportunities for all Discriminatory recruitment practices or inequalities among Carrefour employees leading to increased turnover, loss of skills and a negative image for the Group Accusations against the Carrefour group with regard to discriminatory behaviour compromising the physical or moral safety of employees or customers Criminal liability and ﬁnes for discrimination or non‑compliance with thresholds for workers with disabilities or gender balance Improvement in mental health and work efficiency Strong employee engagement, increased motivation, talent retention and productivity Quality social dialogue fostering employee support for the company’s strategy Social dialogue process to prevent social risks and identify alerts Attracting talent and building a positive brand image through an ambitious inclusion and diversity policy Performance and creativity of the work collective through the diversity of proﬁles and opportunities within the company Appeal among customers, supported by staff embodying the Group’s image Training, attracting and retaining talent Poor‑quality services and products due to lack of training and skills, lack of innovation leading to market share losses Improvement in productivity and operational excellence enabled by trained and skilled employees Loss of know‑how and skills due to non‑renewal of skills, discontinuation of speciﬁc activities Acceleration of strategic and managerial transformations driven by effective and targeted employee training (digital transformation, food transition) Recruitment difficulties due to a lack of understanding of the current job market issues and challenges facing young employees Uninspiring career advancement prospects within the Group: signiﬁcant turnover, additional HR costs, talent drain 1 2 3 4 5 6 7 8 9 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 107 2 CORPORATE SOCIAL RESPONSIBILITY AND PERFORMANCE Non‑financial policies, action plans and performance Coalitions and partnerships UN France Committee European Week for the Employment of People with Disabilities, with Ageﬁph (LADAPT) Arborus, creator of the Gender Equality European & International Standard (GEEIS) International Labour Organization (ILO) L’Autre Cercle CEASE Contributions to the Sustainable Development Goals SUMMARY OF OUR OBJECTIVES AND OUTCOMES Topic Objective 2023 Result 2022 Result Change Target Promoting employment at Carrefour and managerial transformation Act for Change programme Minimum employer recommendation score awarded annually to Carrefour by its employees 8.3/10 8.2/10 +0.1 pts Minimum of 7.5/10 per year Response rate in the “I feel part of the ongoing transformation taking place within the Carrefour group” internal survey 86% 64% +22 pts Number of respondents to the survey 22,238 16,615 +33.8% Percentage of Group employees responding "Agree" to the statement “I feel part of the ongoing transformation taking place within the Carrefour group” Percentage of Group employees responding “Don’t know” to the statement “I feel part of the ongoing transformation taking place within the Carrefour group” Percentage of Group employees responding “Disagree” to the statement “I feel part of the ongoing transformation taking place within the Carrefour group” Breakdown of jobs by format Percentage of jobs in hypermarkets Percentage of jobs in supermarkets Total other formats and businesses Workforce by region Latin America Europe Total Asia REGIONS TOTAL 80% 77% +3 pts 4% 4% 0 pts 17% 18% -1 pt 68% 15% 17% 68% 16% 16% 0 pts -1 pt +1 pt 141,261 159,949 -11.7% 163,695 174,319 377 372 305,333 334,640 -6.1% +1.3% -8.8% 108 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com CORPORATE SOCIAL RESPONSIBILITY AND PERFORMANCE Non‑financial policies, action plans and performance Topic Objective 2023 Result 2022 Result Change Target Type of employment contract Type of new hires Percentage of employees on permanent contracts Percentage of ﬁxed‑term contracts Percentage of part‑time employees 92% 8% 22.5% 92% 8% 22% 0 pts 0 pts +0.5 pts Number of permanent contracts 88,764 87,725 +1.2% Number of ﬁxed‑term contracts TOTAL Departures Percentage of departures within the Executive Director category Percentage of departures within the Senior Director category Percentage of departures within the Director category Percentage of departures within the Manager category Percentage of departures within the Employee category 65,252 74,910 -12.9% 154,016 162,635 -5.3% 0.05% 0.04% +0.01 pts 0.08% 0.07% +0.01 pts 0.56% 8.67% 0.5% +0.06 pts 7.7% +0.97 pts 90.6% 91.6% -1 pt TOTAL 100% 100% 0 pts Attracting, supporting and developing talent Percentage of employees with access to training in the year (at least four hours of training) (1) 68.9% 77.6% -8.7 pts At least 50% per year Average number of training hours per employee Total number of training hours over the year (in millions) 9.2% 3.5% 11.3% -2.1 pts 3.5% 0 pts Attracting talent Number of new hires 154,018 162,635 -5.3% Attrition rate among Senior Directors and Executive Directors 3.4% 4.5% -1.1 pts Employee turnover and length of (2) service Staff turnover rate Voluntary staff turnover rate Average seniority of employees (in years) Internal mobility and promotion Rate of internal promotion: total Rate of internal promotion: manager Rate of internal promotion: Director Rate of internal promotion: Senior Director Rate of internal promotion: Executive Director 29.7% 15.8% 9 53% 50% 83% 36% 12% 29.2% +0.5 pts 15.9% -0.1 pt 9 51% 51% 62% 37% 20% 0 pt +2 pts -1 pt +21 pts -1 pt -8 pts UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 109 1 2 3 4 5 6 7 8 9 2 CORPORATE SOCIAL RESPONSIBILITY AND PERFORMANCE Non‑financial policies, action plans and performance Topic Objective 2023 Result 2022 Result Change Target Encouraging diversity and inclusion and battling all forms of harassment and discrimination Gender equality (3) Percentage of women leaders (top 200) 28.8% 25.7% +3.1 pts 35% by 2025 Percentage of women appointed to key positions Percentage of women on the Board of Directors Percentage of women on the Group Executive Committee Percentage of women among Executive Directors Percentage of women among Senior Directors Percentage of women among Directors Percentage of women among managers Percentage of women among employees 28% 46% 28.20% -0.2 pts 46% 0 pts 30.8% 28.6% +2.2 pts 28.8% 22.5% 25.7% 43.9% 56.3% 25.7% +3.1 pts 20.2% +2.3 pts 25.3% +0.4 pts 43.7% +0.2 pts 56.4% -0.1 pts GROUP TOTAL – PERCENTAGE OF WOMEN IN THE WORKFORCE 55% 55.2% -0.2 pts Percentage of management positions held by women 42.6% 42.3% +0.3 pts Gender equality index in France 97/100 93/100 +4 pts Number of employees with a disability in the Group 13,358 11,281 +18% Percentage of employees recognised as having a disability Percentage of employees under 30 Percentage of employees between 30 and 50 (as a %) Percentage of employees over 50 (as a %) 4.3% 3.7% -0.6 pts 32.9% 46.4% 20.7% 34.5% -1.6 pts 47% -0.6 pts 18.5% +2.2 pts 15,000 by 2026 Employees and customers with disabilities (4) Inclusion and equal opportunity (5) Protecting team health, safety and quality of life Protecting employee health and preventing workplace accidents (6) Workplace accident frequency rate (number of accidents/millions of hours worked) 31.4% 25.7% +6.1 pts Workplace accident severity rate (number of days absent due to workplace accidents/1,000 work hours) 2.1% 1% +1.1 pt Rate of absence due to workplace and travel‑related accidents 0.77% 0.43% -0.2 pts Absenteeism rate: illness Absenteeism rate: workplace accident 5.8% 0.7% 6.34% -0.5 pts 0.4% -0.3 pts Absenteeism rate: travel‑related accident 0.08% 0.05% -0.02 pts Guaranteeing social dialogue Guaranteeing social dialogue Percentage of employees covered by a collective bargaining agreement 100% 99% +1 pt Number of collective bargaining agreements signed in France 78 77 +1.3% (1) Scope: 100% of 2023 consolidated net sales. (2) Scope: 100% of 2023 consolidated net sales. (3) Scope: 100% of 2023 consolidated net sales. (4) Scope: 100% of 2023 consolidated net sales. (5) Scope: 100% of 2023 consolidated net sales. (6) Scope: 89.6% of consolidated net sales. Excluding BRAT + BR. 110 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com CORPORATE SOCIAL RESPONSIBILITY AND PERFORMANCE Non‑financial policies, action plans and performance 2.1.7.2 Our action plans Encouraging diversity and inclusion and battling all forms of harassment and discrimination In keeping with the ambitions of the Carrefour 2026 strategic plan, a new Commitment department was created in 2022. It is positioned at the level of the Group’s Executive Committee, thereby demonstrating our determination to go even further on these challenges, with a division dedicated to Diversity and Inclusion. To turn this ambition into tangible actions, Carrefour has adopted a Group Diversity and Inclusion policy, signed by its Chairman and Chief Executive Officer, Alexandre Bompard. Gender equality The Group employs 167,920 women, representing 55% of the total workforce. Carrefour remains actively committed to diversity. Equal career opportunities, equal pay and equal access to management positions for women are all Group HR policy priorities. The Group aims for women to represent 35% of its C200 by 2025. At the end of 2023, this indicator was 29%. This goal individual coaching and mentoring programmes: is backed up by ■ ■ ■ at Group and country levels, such as Empowering Women Leaders, followed by 16 directors since its launch in 2021; the EVE intercompany programme initiated by Danone; the Women Leaders development programme is a certification scheme that has benefited nearly 200 women since its launch. Several new programmes were launched in 2023. These included Women empower Women in Romania, which brought together 110 mentors and mentees, and Carrefour Ellas in Argentina and Brazil, which provided support through 30 hours of training and mentoring for 2,250 women employees during the year. Since 2020, Carrefour has had International GEEIS certiﬁcation in each of its host countries, attesting to the Group’s proactive stance on gender equality. In 2023, Carrefour integrated the GEEIS Diversity label for the ﬁrst time. The latest assessment by Bureau Veritas shows signiﬁcant progress since 2014, with the Group now at the maximum maturity level of 5 out of 5 on the GEEIS scale. Carrefour launched the internal network dubbed #UnEgalUne on International Women’s Day in March 2023. This fully digital community, accessible to all Carrefour France employees, is dedicated to gender equality. It provides a space for members to stay informed, draw inspiration from role models, participate in events and voice their opinions on topics of interest to them. In April 2023, the Group made a commitment to women’s health in the workplace and introduced an enhanced social protection system comprising: ■ ■ ■ 12 days’ authorised sick leave per year for women suffering from endometriosis and who have a document certifying their disability recognised by the company (Reconnaissance de la Qualité de Travailleur Handicapé – RQTH), inclusion card or disability certificate issued by the French social security agency, CPAM); 3 days’ authorised sick leave following a miscarriage; 1 day’s leave for women undergoing assisted reproduction treatment, at the time of an embryo transfer, in addition to the legal provisions in force. accompanied three measures were These an awareness‑raising campaign aimed at managers to share best practices in addressing the various challenges that women may encounter over the course of their career in relation to their health. This involved the distribution of a guide and an audiovisual campaign highlighting behaviours to avoid. by As part of its annual initiatives, the Group offered its employees the chance to participate in a range of activities to raise awareness about breast cancer prevention, from a charity run to self‑examination workshops. Carrefour is also committed to ending violence against women, initiative and the as a member of the European CEASE 1in3Women network. In 2023, Carrefour joined the initiative’s Executive Committee, allowing it to play a more active role in this ﬁght by participating directly in the network’s management and strategy. To mark this year’s Orange Day, a product‑sharing campaign for UN Femmes France was organised on mesh bags for oranges in all French hypermarkets and supermarkets. A prevention message and the victim helpline number were printed on checkout receipts on November 25. In‑store employees were also encouraged to wear orange clothing or accessories to show their support for the cause. UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 111 1 2 3 4 5 6 7 8 9 2 CORPORATE SOCIAL RESPONSIBILITY AND PERFORMANCE Non‑financial policies, action plans and performance Inclusion and equal opportunity Disability (1) The Group is working to develop an inclusive culture based on the acceptance of differences. In 2023, 18,000 young people signed contracts with the from disadvantaged urban areas Group. Partnerships with specialised non‑proﬁts, such as Sport dans la Ville, enable Carrefour to support the employment of these young people through ﬁnancial donations, introductions to the Group’s professions and coaching events. Other initiatives encourage the employment of seniors, with 20.7% of employees aged over 50. Each year, the Group organises a day dedicated to diversity and the acceptance of differences. In 2023, all of the Group’s integrated countries took part in this day, focusing on the topic of disability. In France, virtual reality awareness‑raising In Belgium, Executive was offered Committee members created an immersive in‑store experience to better meet the expectations of disabled customers. to head office staff. During Pride Month, the Group ran initiatives to raise awareness inclusion of LGBT+ people and a communication of the campaign promoting the visibility of role models from this community. Carrefour also supported specialised non‑proﬁts, as a major sponsor of the Rural Pride March. Additionally, Alexandre Bompard signed a partnership with Fondation Le Refuge (a non‑proﬁt founded to help young LGBT+ people cast off by their families), involving non‑food donations and the distribution of personal care kits to young people in shelters. The Group is also committed to facilitating the employment of the Foundation’s young beneﬁciaries. To promote employee engagement, the Group supports its volunteer ﬁreﬁghter employees by providing them with up to 20 days’ leave. Carrefour also supports the French National Federation of Fireﬁghters through contributions to ﬁrst aid training in its stores and the employment of members. Battling all forms of harassment and discrimination its teams involves all of Carrefour in the ﬁght against discrimination and harassment: every employment contract requires new hires to sign Carrefour’s Code of Ethics, which is also sent to all suppliers (see Section 2.1.8 Workers in the value chain). teams. Carrefour France conducted its ﬁrst anonymous and voluntary “Diversity, Equity and Inclusion” survey to assess the adequate representation of diverse origins throughout the company. E‑learning modules have been rolled out by the Group to raise awareness among In Brazil, PODER, a diversity programme for people of colour has been introduced. It brought together 1,000 participants in 2023, providing four training modules. 78% of participants expressed satisfaction with the training provided. In 2023, Carrefour Brazil also announced the result of a call for proposals for 68 million Brazilian reals in scholarships for current or future students of colour. A total of 883 scholarships will be awarded in Brazil to students from public and private institutions, breaking down as follows: 305 for undergraduate courses, 223 for specialist courses, 304 for Master’s degrees and 51 for doctorates. Carrefour has made the topic of disability the central cause of its 2026 strategic plan and has set the goal of employing at least In 2023, 15,000 employees with disabilities by that date. Carrefour employed 13,358 people with disabilities. Within the Human Resources Department, Mission Handicap focuses on three major areas: ■ ■ recruitment: all jobs within the Group are open to individuals with disabilities, regardless of the type of contract (permanent, temporary, internship, apprenticeship), provided that the disability and the job requirements are compatible; (working integration: Carrefour guarantees decent working conditions for employees with disabilities and makes the necessary adjustments hours, organisation, workplace adaptation, purchase of equipment, pre‑employment medical check‑up, etc.). When a new employee joins the company, a member of staff becomes their mentor and key contact throughout their professional journey; ■ keeping vulnerable people in work: Carrefour implements adapted work‑from‑home days or paid leave for medical care and examinations, part‑time work for people over the age of 60, or support from Mission Handicap for extended absences. To raise awareness about disability among all teams, Carrefour participated in the Duo Day initiative in 2023. Duo Day allows a job seeker with a disability to spend a day alongside a Carrefour employee to learn about their job. IncluLine CARREFOUR was launched in the last quarter. It is a service offered to Carrefour employees for any questions about disability and recognition as a disabled worker. For several years, Carrefour has been improving accessibility for people with disabilities in its stores. Since 2021, the Group has rolled out and popularised the take‑up of a “quiet hour for all” adapted to people with autism spectrum disorders. Similar initiatives also exist in Group host countries such as Poland, Spain and Argentina. Using the “SVIsual” tool, a video interpretation service for sign language users, Carrefour facilitates access to its stores for deaf and hearing‑impaired people. In 2023, seeking to build on this momentum, the Group organised a start‑up competition to improve the experience of customers with disabilities. Three participants won awards: Handivisible (to make checkout visits easier for customers with disabilities), OOrion (to help our visually impaired customers ﬁnd their way around the store) and Atypik’Baby (with pyjamas adapted for children with disabilities). (1) Disadvantaged urban areas (quartiers prioritaires de la politique de la ville – QPV) are the poorest urban areas in France where the public authorities apply special support policies. 112 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com CORPORATE SOCIAL RESPONSIBILITY AND PERFORMANCE Non‑financial policies, action plans and performance Practical measures were also taken with the launch of Quiet Spaces in stores and the continuation of the “Yes to all our deaf and hearing‑impaired customers” programme, with a webinar to raise awareness of French sign language in music. In 2023, Carrefour undertook to support the employment of people with disabilities in mainstream environments. Four “Café Joyeux” product references were sold in over 800 stores (in the convenience and hypermarket segments). In December, the ﬁrst inclusive store opened in the Paris suburb of Villeneuve‑la‑Garenne. Ten initiatives have been implemented to improve the reception of customers with disabilities, including carts suited to people with reduced mobility, and an easier checkout process. With a special badge, customers with disabilities can be assisted throughout their shopping journey. Tactile Braille maps are available at store receptions for the blind and visually impaired customers, and guide strips on the ﬂoor make it easier for them to ﬁnd their way around. Protecting health, safety and quality of life in the workplace Carrefour works actively to preserve the health of its employees and reduce the risk of workplace accidents. Since 2020, local teams in all of the Carrefour group’s integrated countries have deployed action plans on health, safety and quality of life in the workplace, along with associated objectives. Protecting health and safety To prevent musculoskeletal disorders (MSDs), which are responsible for 45% of workplace accidents and occupational illnesses, training is offered to 6,000 identiﬁed hypermarket and supermarket employees in France. To act sustainably, Carrefour France invested over 7 million euros on manual handling equipment in 2023. in manual handling Focus has been given to risk assessment, and action plans have been drawn up for each store and warehouse. In 2023, commitments made in the Health Agreement were implemented on priority risks (musculoskeletal disorders), road risks and psychosocial risks. The psychosocial risk assessment was conducted this year, with more than 15,000 participants. As a premium partner of the Paris 2024 Olympic and Paralympic Games under the slogan “Nourrir tous les espoirs” (Feeding all hopes), the Group is rolling out a corporate project that mobilises all teams and franchisees on the themes of nutrition and health. Through its partnership with Gymlib (sport and well‑being), Carrefour has been providing its teams with free access to over 4,000 sporting facilities in France since January 2023. Innovating to enhance quality of life in the workplace facilitates work‑from‑home Carrefour and encourages the use of technology to increase ﬂexibility and limit travel. Examples include G Suite, Drive, videoconferencing, shared calendars and Workplace, an enterprise social network allowing teams to exchange simply, without geographical or hierarchical barriers. arrangements As a signatory of the Parenting Charter and the Quality of Life at Work Observatory’s 15 commitments on work‑life balance, Carrefour also aims to promote a balance between personal and professional life. Promoting employment and managerial transformation its 2026 strategic plan, the Group Carrefour aims to become a leader in the food transition for all. Through is seeking to accelerate its transformation in line with societal changes. To achieve programmes, communication plans and annual objectives are in place, with managers acting as the key drivers. transformation, training this Carrefour strives to motivate its teams on digital innovation, which is central to its operating model. The Group’s goal is to become a global leader in digital retail by 2026. To achieve this, all countries where Carrefour operates are developing programmes and tools to enable employees to grasp these challenges, and to train accordingly. The Group’s objective is to train all of its employees in digital skills by 2024, with a pace of 100,000 employees trained per year between 2022 and 2024. Since it was launched, 2,000 employees received training at the Digital Retail Academy. Attracting, supporting and developing talent Attracting talent All of the Group’s countries are improving their recruitment strategies and modernising their practices as a means of attracting new talent, especially in high‑demand specialities including food‑related professions, IT and digital technology. This issues, involves better analysis of recruitment needs and diversiﬁed communication channels by proﬁle, occupation and location, and the use of innovative recruitment techniques on social media (e.g., Metaverse, LinkedIn, Instagram, Facebook, X and TikTok). Lastly, Carrefour is now collaborating with several and non‑proﬁts employment- institutions, as well as business, engineering and IT schools. integration‑focused and Retaining talent Employee retention is closely linked to the career management system led by Human Resources, including the systematic organisation of annual appraisal interviews, opportunities for mobility and training programmes. In addition, career development interviews have been introduced in all countries. internal promotion, and employee ® ® Carrefour listens to its teams and uses the Employee Net Promoter Score (eNPS ), a metric that measures employee engagement In 2023, over 22,000 employees participated in the survey; the score of 86% achieved puts Carrefour above the industry average (Ipsos survey). through an online survey. In order to allow all employees to share in the Group’s success, an employee share ownership plan, Carrefour Invest, was offered to the Group’s 334,640 employees in the ﬁrst half of 2023. This initiative resulted in employees subscribing for approximately 75 million euros in Carrefour SA shares. Carrefour Invest is sending out a strong signal, as the Group has undertaken to use at least half of the total amount subscribed (the highest percentage in the CAC 40), i.e., more than 37 million euros, to fund or provide further funding for environmental or social projects internally. One third of the funding had already been earmarked by the end of 2023. Projects eligible for funding via Carrefour Invest cover the following four areas of action: UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 113 1 2 3 4 5 6 7 8 9 2 CORPORATE SOCIAL RESPONSIBILITY AND PERFORMANCE Non‑financial policies, action plans and performance ■ ■ ■ ■ renewable energy (including solar panels); pollution prevention and control (including refrigeration units); products, technologies and production processes adapted to the circular economy (including bulk, deposits, collection); access to essential services (including accessible shopping carts, accessibility of e‑commerce sites, etc.). These projects are funded in all integrated countries and contribute to the achievement of the Group’s strategic plan and its CSR ambitions. Developing team skills In order to accelerate access to management positions, Carrefour is doubling the number of graduates from the Leaders School and ensuring its gradual expansion throughout the entire Group. After Argentina, Spain, France, Poland, Italy, Belgium, Romania and Brazil now have Leaders Schools. 5,000 employees will graduate by 2026. Open to all willing employees, this programme allows access to more senior responsibilities, often following a course conducted in partnership with a higher education institution (such as Paris Dauphine University in France). Guaranteeing human rights and labour rights Carrefour is committed to promoting human rights and labour rights in its operations, ensuring that each worker receives compensation guaranteeing a decent standard of living. In 2023, Carrefour updated its own operations. The result is a comprehensive universe of human rights and health and safety risks identifying all situations potentially arising in Carrefour’s operations and among its franchisees. The risk assessment was conducted based on its human rights risk map of 2.1.8 WORKERS IN OUR VALUE CHAIN Carrefour’s professions and operating countries. The retail (in integrated and franchised countries), logistics and e‑commerce professions are exposed to the same four key risks: harassment, discrimination and failure to adhere to diversity principles, illegal work, occupational health and safety risks, deteriorated working conditions. ■ ■ ■ ■ Guaranteeing social dialogue Carrefour promotes and encourages social dialogue globally, as well as at the European and local levels. As a signatory to a framework agreement with UNI Global Union, the Group recognises the importance of trade unions and employee representation. It guarantees freedom of association and respect for the principles of collective bargaining. The ECIC, its European Works Council, is one of the most widely recognised such bodies for the quality of its content and interactions employee representatives. In 2023, the ECIC met 12 times. between management and In each Group host country, social dialogue is governed by local collective bargaining agreements. These play a major part in the Group’s economic performance, but also in employees’ working conditions and, more broadly, in quality of life in the workplace. In 2023, 78 collective bargaining agreements were signed by Carrefour group companies. In Brazil, the Group has a team specialising in trade union relations, which is responsible for social dialogue wherever necessary. 2.1.8.1 Our objectives and outcomes Overview As an international retailer, Carrefour sources its products from a large number of suppliers around the world. Since 1995, the Group’s approach to human rights has been based on international recommendations and standards such as the Universal Declaration of Human Rights, the United Nations Global Compact, the Declaration on Fundamental Principles and Rights at Work and the Fundamental Conventions of the International Labour Organization (ILO), the Organisation for Economic Co‑operation and Development (OECD) Guidelines for Multinational Enterprises, and the United Nations Guiding Principles on Business and Human Rights. The Group has committed to deﬁning objectives, monitoring indicators and implementing corrective measures to ensure best practices among its suppliers and among those with whom they do business. Carrefour also measures the risks inherent to its supply chains and the social and environmental compliance of its suppliers, and promotes CSR best practices. Risks and opportunities The Group identiﬁed the following risk categories relating to workers in the value chain: adequate working conditions, decent wages, internal social climate, health and safety at work, equal treatment and opportunities training and skills development, attracting and retaining employees. for all, 114 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com CORPORATE SOCIAL RESPONSIBILITY AND PERFORMANCE Non‑financial policies, action plans and performance TYPE OF RISK RISK OPPORTUNITY Working conditions, workers’ health and safety, discrimination and training Inadequate working conditions at suppliers, resulting in Carrefour being challenged for failing to respect human rights or jeopardising people’s health and safety Risk management and appropriate duty of care measures with a positive impact on the Group’s reputation and the quality of the products sold Innovative partnerships with suppliers to provide new products, develop new techniques and step up transitions Complaints against Carrefour or its suppliers concerning discriminatory recruitment practices or inequalities between employees at suppliers Increase in product costs due to loss of skills/expertise among suppliers’ employees Reduced product quality due to high staff turnover and loss of supplier expertise Decent wages Regulatory pressure for a fairer distribution of value along the production chain (e.g., AgroALIM law), leading to higher product purchase prices Supply chain resilience through the establishment of partnerships with producers, for example guaranteeing fair prices Agricultural crisis, disruption of supply and complaints that the retail industry poorly compensates farmers in the value chain (e.g., the milk and pork crises in France) Internal social climate Increased staff turnover among suppliers, loss of skills, lower product quality leading to higher costs for Carrefour or the need to change suppliers 1 2 3 4 5 6 7 8 9 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 115 2 CORPORATE SOCIAL RESPONSIBILITY AND PERFORMANCE Non‑financial policies, action plans and performance Coalitions and partnerships Global framework agreement with UNI Global Union UNI Global Union worldwide alliance "Group Deal" with the French Ministry of Labour European social dialogue meetings, Eurocommerce Initiative for Compliance and Sustainability (ICS) standards Business Social Compliance Initiative (BSCI) standard Agreement establishing the European Works Council with the FIET Agreement with Bangladesh (in transition with the RSC-RMG Sustainability Council) Contributions to the Sustainable Development Goals SUMMARY OF OUR OBJECTIVES AND OUTCOMES Topic Objective 2023 Result 2022 Result Change Target Respect for human rights and labour rights Promoting respect for human rights and labour rights Percentage of supplier factories of controlled products located in high‑risk or risk countries covered by a social audit 100% 100% 0 pts 100% per year Percentage of social audits with alerts (potential production plants) * Of which alerts related to working hours * Of which alerts related to compensation, working conditions and beneﬁts * Of which alerts related to health and safety Number of social audits (potential production plants) * Of which Bangladesh * Of which China * Of which India * Of which Turkey * Of which Other countries 19% 17% +2 pts 23% 21% 41% 1,161 66 754 75 64 202 28% 24% -5 pts -3 pts 30% +11 pts 1,418 -18.1% 54 907 77 102 278 +22.2% -16.9% -2.6% -37.5% -27.3% Number of units screened using the Sentinel tool 4,000 3,873 +3.3% Number of sites screened using the Sentinel tool with alerts 78 105 -25.7% 116 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com CORPORATE SOCIAL RESPONSIBILITY AND PERFORMANCE Non‑financial policies, action plans and performance Topic Objective 2023 Result 2022 Result Change Target Ensuring fair compensation and decent wages Number of partner producers in organic farming, CQLs, regional and local producers and partners embracing other approaches 46,013 37,758 +21.9% For indicators relating to social audits, see the indicators mentioned above under “Guaranteeing human rights and labour rights Sales (incl. VAT) of fair trade products (own brand and national brand) (in thousands of euros) (1) 122,515 137,167 -10.7% Protecting the health, safety and quality of life of workers in the value chain For indicators relating to social audits, see the indicators mentioned above under “Guaranteeing human rights and labour rights” Protecting the health, safety and quality of life of workers in the value chain (1) Scope : France only. 1 2 3 4 5 6 7 8 9 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 117 2 CORPORATE SOCIAL RESPONSIBILITY AND PERFORMANCE Non‑financial policies, action plans and performance 2.1.8.2 Our action plans Respect for human rights and labour rights Purchasing governance and organisation Purchasing has the major responsibility of both securing supply chains and ensuring that ethics principles and purchasing rules for the food transition are applied. The Food Transition Committee deﬁnes the strategic guidelines and the Group Merchandise department sets out the CSR and food transition objectives relating to responsible purchasing. This department coordinates the national offices which are responsible for rolling implementing the purchasing rules for the food out and transition in each country. These rules are aimed in particular at suppliers of various purchasing centres or, as the case may be, local producers. For example, Global Sourcing is the purchasing centre for non‑food products (textiles and small household goods), and Socomo, a Carrefour entity in Spain, is the Group’s purchasing centre for fruit and vegetables. Upholding human rights among our suppliers and in our value chain To ensure compliance with this commitment, Carrefour is rolling out tools and procedures to support its suppliers. The Supplier and Service Provider Commitment Charter forms an integral part of all purchasing contracts. It contains nine chapters on human rights, ethics and the environment, including respect for health, safety and human rights within supply chains. In this regard, improving working Carrefour conditions and protecting human rights and the environment among its suppliers. To meet its commitments, Carrefour puts risk assessment and prevention at the heart of its management system. Carrefour endeavours the social and environmental compliance of its suppliers worldwide and to promote CSR practices throughout its value chain. is committed to constantly to assess Based on the main international benchmarks and standards in this area, Carrefour has set itself commitments to combat child labour, forced labour, illegal labour, slavery and human trafficking (see 2.2 Duty of Care Plan). The Group’s social purchasing rules set out the actions to be implemented for all purchases of controlled products by the Group in all countries. Each country team prepares its own plan its proper based on implementation. These rules set out in particular: local conditions and supervises ■ ■ that suppliers must sign the Commitment Charter; the compliance process and rules applicable for social audits (see Section 2.1.8., Workers in our value chain); that the Group’s purchasing entities must appoint a person in charge of social and environmental compliance; an action plan to bring production phases into compliance with specific purchasing rules; and sensitive raw materials. ■ ■ ■ In accordance with Carrefour’s purchasing rules, all supply plants located in risk or high‑risk countries must undergo a social audit. The audits are conducted under Initiative for Compliance and Sustainability (ICS) and Business Social Compliance Initiative (BSCI) standards. They serve to pave the way for dialogue and bring the supplier’s working conditions in line with requirements. A total of 1,161 compliance audits were completed in 2023. 19% of these audits resulted in alerts and corrective action plans. The main alerts related to working hours (23%). Whistleblowing systems and measures specific to forced labour In addition to compliance audits, Carrefour uses various whistleblowing systems to detect situations that could lead to human rights violations such as forced labour. These systems have been rolled out in particularly high‑risk areas of the Group’s supply chain, such as the Tamil Nadu region (India) and the Xingjiang region (China). The Sentinel and Worker Voice tools have been implemented in these regions since 2022: ■ ■ Sentinel (Xingjiang region): collects potential alerts on the Group’s supply chain via social networks, the Internet, etc. More than 4,000 alerts were identified in 2023; Worker voice: ethics hotline and targeted questionnaire on forced labour, directly with workers at Carrefour’s main spinners in Tamil Nadu, India. Commitments and measures speciﬁc to textiles in Carrefour’s supply chains are also in place (see 2.2 Duty of Care Plan, Section 2.2.7.3.3 Prevention of forced labour in the textile supply chain). Mapping tier 2 suppliers in high‑risk countries The Global Sourcing entity began mapping tier 2 suppliers in 2022. The aim was to identify the stakeholders involved across the production and supply chain to better identify speciﬁc social issues, including fair compensation. Compensation is covered by the audit criteria for the Group’s tier 1 suppliers. For the textiles sector, this consists of identifying the suppliers involved in several stages: cloth manufacture (spinning, knitting, dyeing), product assembly, etc. 118 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com CORPORATE SOCIAL RESPONSIBILITY AND PERFORMANCE Non‑financial policies, action plans and performance Fair compensation and decent wages Contractual conditions and compliance audits for suppliers in high‑risk countries Carrefour is committed, through its Commitment Charter on Human Rights, to ensuring that each employee receives sufficient compensation to achieve a decent standard of living and that the minimum wage is applied in its supply chain. In relation to decent wages, Carrefour’s purchasing rules include audits on compliance with the minimum wage, legal overtime pay requirements and freedom of association. Speciﬁc roadmaps covering these three themes were deﬁned at the local level. The social performance of suppliers is regularly monitored and checked through social audits. Corrective action plans are systematically implemented and progress monitored over time. In addition to social audits, Carrefour develops local projects to meet the speciﬁc needs of its suppliers. More than 80% of cases of non‑compliance identiﬁed in plants in high‑risk countries each year relate to the following three categories: “compensation, beneﬁts and conditions”, “health and safety” and “working hours”. textiles in 2020 now makes it possible to include a QR code on the label that will enable customers to track the cotton from the ﬁeld to the store shelf. Fair compensation for producers Carrefour has consequently developed an objective to work with 50,000 organic, Carrefour Quality Line, regional or local partner producers by 2026. Carrefour continuously strengthens its partnerships with local companies in all countries. For example, the Group promotes the development of small- and medium‑sized enterprises through the implementation of SME plans. The Group’s SME plan in France aims to strengthen cooperation between Carrefour and SMEs across all food and non‑food industries. In France, the Group has introduced a simpliﬁed two‑page ultra‑local contract template that all stores can use to facilitate these partnerships. One of the guarantees of such contracts is fair pricing practices. Partner producers enjoy a close relationship with Carrefour, governed by a special multi‑year contract with commitments on prices and volumes, a simpliﬁed 48‑hour listing process and accelerated payments within seven days. Developing fair trade products Social and stakeholder dialogue Through its purchases, Carrefour has been developing and promoting fair trade for more than 20 years, and in doing so contributes to improving the living conditions of producers and the long‑term development of communities. In 2023, 123 million euros worth of fair trade products were sold in Carrefour stores worldwide (down 10.7% versus 2022). Product sales generated 1,900,290 million for cooperatives, on top of the fairer retail price paid to producers, which have ﬁnanced study grants, water puriﬁers, schools, maternity units, and more. development bonuses euros in Tracing supply lines and communicating transparently Carrefour aims for “all natural raw materials used in TEX products to be sustainable and traceable” by 2030. To this end, it supports its direct and improving their social performance. In this regard, it has developed a methodology to identify its tier 2 suppliers, trace supply lines and as a result ensure fair compensation throughout the value chain. indirect suppliers in Thanks to its partner, Cotton Connect, Carrefour ensures that producers in its Indian organic cotton supply line working in Madhya Pradesh and Maharashtra receive a higher rate than conventional cotton producers. The ﬁrst 100% “sustainable cotton” collection is a direct result of this approach, comprising home textiles, undergarments, babywear and children’s clothing under the TEX BIO brand. This collection has been sold in all of since Carrefour’s spring‑summer 2019. Blockchain technology introduced for hypermarkets Spanish French and For many years, Carrefour has maintained ongoing dialogue with its stakeholders. This enables the Group to ensure that its CSR strategy stays relevant, that new commitments are in line with the strategy, and that suitable action plans are drawn up. Several times a year, Carrefour arranges meetings in order to draw up functional recommendations on a speciﬁc CSR issue. These meetings are attended by around 50 people representing the Group, NGOs, government, customers, investors and suppliers, who come together to share their expertise and point of view on the subject in question. Carrefour also leads several long‑term action plans in conjunction with various non‑proﬁts, such as the WWF since 1998. ® Carrefour views its partners and employees as key players in the Group’s duty of care, contributing to the reporting of alerts. In this regard, Carrefour signed a global framework agreement, which was renewed in 2021, with the trade union organisation UNI Global Union, with the aim of maintaining ongoing social dialogue. This agreement aims in particular to promote the defence of and respect for workers’ basic human rights (freedom of association and collective bargaining, in addition to safety and working conditions at Carrefour and at suppliers and franchises). A dispute management procedure in the framework agreement, enabling complaints reported to a trade union representative or Carrefour’s teams to be passed onto the UNI and Carrefour’s management, with assurance that the matter will be dealt with. incorporated is UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 119 1 2 3 4 5 6 7 8 9 2 CORPORATE SOCIAL RESPONSIBILITY AND PERFORMANCE Non‑financial policies, action plans and performance Franchisees this charter, On an international level, Carrefour requires that its franchisees respect human rights by systematically attaching to their contracts its Charter for the Protection of Human Rights. Through to compliance with they commit international labour rights standards, the Universal Declaration of Human Rights and several ILO conventions, including those on child labour, forced labour and freedom of association. In line with the commitments made at Group level, the charter requires franchisees to: ■ ■ not engage in slavery, debt bondage or forced or compulsory labour; not allow children under the age of 15 to work, and to employ children under for production, the age of 18 only manufacturing and assembly tasks under conditions that do not endanger their health, safety or moral integrity, and that do not harm their physical, mental, spiritual, moral or social development; ■ ■ ensure that workers have the right to organise freely in trade unions and be represented by organisations of their choice for the purpose of collective bargaining; offer good working conditions, particularly with regard to working hours, safeguarding their health, safety and moral integrity. all their suppliers, employees, By signing this charter, franchisees agree to ensure compliance among sub‑licensees, subcontractors and/or sub‑franchisees, as appropriate. They ensure that these principles are applied, by organising checks such as observation visits, which are followed up by dedicated reports and, where necessary, by corrective action plans, as well as follow‑up visits where appropriate. Lastly, they authorise the Carrefour group or any authorised person to carry out unannounced compliance checks relating to the charter's commitments. 120 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com CORPORATE SOCIAL RESPONSIBILITY AND PERFORMANCE Carrefour’s Duty of Care Plan 2.2 Carrefour’s Duty of Care Plan 2.2.1 GOVERNANCE OF THE DUTY OF CARE PLAN 2.2.1.1 Governance organisation and structure A shared governance system is in place within the Carrefour group for the Duty of Care Plan, CSR and the food transition. This means that the same bodies, departments and entities are all involved in the various stages of implementing CSR and duty of care. Management of the Duty of Care Plan and CSR is exercised jointly by the Group Executive Committee under the supervision of the Board of Directors (see Figure 1), mainly through its CSR Committee. The CSR Committee annually reviews the Group’s performance with respect to the Non‑Financial Statement and the Duty of Care Plan. The Engagement, Finance and Strategy departments, the General Secretariat (in particular the Internal Audit and Risk department, the Legal department and the Ethics and Compliance department) and the Human Resources department are responsible for deﬁning the Duty of Care Plan and monitoring its implementation, with the support of a number of dedicated internal committees. Duty of care and CSR objectives have been implemented by the various business lines and stores at all levels (Figure 3). 1 2 3 4 5 6 7 8 9 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 121 2 CORPORATE SOCIAL RESPONSIBILITY AND PERFORMANCE Carrefour’s Duty of Care Plan FIGURE 1: DUTY OF CARE PLAN GOVERNING BODIES AND COMMITTEES Deployment of the duty of care plan and the CSR strategy THE ENGAGEMENT DEPARTMENT → Supports the business lines in the implementation of policies and action plans. → Innovates in CSR to transform the business lines. → Monitors and evaluates non-ﬁnancial performance. → Assesses risks and monitors alerts. Organisation: → A team of approximately 20 people at Group level. → Correspondents in all integrated and franchised countries. In collaboration with BUSINESS LINES AND STORES COUNTRIES C S R A N D F O O D T R A N S I T I O N I N D E X C S R A N D F O O D T R A N S I T I O N I N D E X The Country Executive Committees → Deﬁne the food transition for all strategy. rofstegdubdnasnalpnoitcaehtenﬁeD → the implementation of the CSR and food transition. laicnanﬁ-nonehtfognirotinomehteetnarauG performance. → C S R A N D F O O D T R A N S I T I O N I N D E X CSR → Coordinates the CSR approach and supports the business lines in implementing the action plans. → Ensures alert follow-up and the implementation of corrective action plans. → Ensures the monitoring of non-ﬁnancial performance. Business lines and stores Deploy the CSR strategy and ensure performance monitoring. Product merchandise and quality → Implements the rules for the food transition and monitors them. → Tracks alerts in supply chains, implements corrective action plans C S R A N D F O O D T R A N S I T I O N I N D E X and risk mitigation. → Collaborates with suppliers. Assets and real estate → Implements the transition plan towards stores' carbon C S R A N D F O O D T R A N S I T I O N I N D E X neutrality. Human resources C S R A N D F O O D T R A N S I T I O N I N D E X → → → → .seicilopnoisulcnidnaytisrevidstnemelpmI gnieb-llewdnahtlaeh,slliksfotnempolevedehtserusnE at work, payment of a living wage in all countries. .eugolaidlaicosytilauqseetnarauG egnahCroFtcAehthguorhttnemegagneeeyolpmesetomorP programme. Marketing and communication ehthguorhtsnoitcanoitisnartdoofruofoytilibisivsesaercnI Act For Food programme in stores. .snoitcaRSCnonoitcafsitasremotsucserusaeM .yllanretnisecitcarpdoogdnasevitcejboehtsetanimessiD → → → Formats and stores .serotsnisnoitcaetercnocyolpeD .sremotsucotsnoitcaetacinummocdnathgilhgiH → → Management control and internal control → → .atadlaicnanﬁ-nonfognitroperehtstroppuS laicnanﬁ-nondnalaicnanﬁfonoitailicnocerehtsetomorP processes. C S R A N D F O O D T R A N S I T I O N I N D E X C S R A N D F O O D T R A N S I T I O N I N D E X C S R A N D F O O D T R A N S I T I O N I N D E X In collaboration with EMPLOYEES NETWORKS OF COMMITTED AMBASSADORS ON THE GROUND Roles and responsibilities: → Carrying the values of food transition into the ﬁeld. → Implementing concrete actions in stores. Organisation and bodies: → "Clubs" of ambassadors in all countries. → Annual international meetings. C S R A N D F O O D T R A N S I T I O N I N D E X EMPLOYEE REPRESENTATIVES Roles and responsibilities: → Ensure continuous social dialogue. → Identify alerts on the ground. Organisation and bodies: → Regular local social dialogue. → noitatlusnoCdnanoitamrofnInaeporuEehtfogniteeM Committee every two months. 122 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com CORPORATE SOCIAL RESPONSIBILITY AND PERFORMANCE Carrefour’s Duty of Care Plan FIGURE 2: DEFINING THE GROUP’S DUTY OF CARE PLAN Governing bodies BOARD OF DIRECTORS SHAREHOLDERS MEETING GROUP EXECUTIVE COMMITTEE AND COUNTRY EXECUTIVE COMMITTEES → → → → → → → Validates the strategy established by the Executive Committee. Evaluates the implementation of action plans. The various committees deal with ESG policies, e.g., the CSR Committee, the Audit Committee, etc. (see Section 3.2.3). C S R A N D F O O D T R A N S I T I O N I N D E X Gives an opinion on the Group's strategy to combat climate change (Say on Climate). (Say on Pay). The Group Executive Committee deﬁnes the strategy, policies and objectives and evaluates performance. The Country Executive Committees implement the food transition for all strategy. C S R A N D F O O D T R A N S I T I O N I N D E X C S R A N D F O O D T R A N S I T I O N I N D E X The committees the Merchandise, Quality, Risk, CSR, Legal and Communication departments Food Transition Rules Committee: Membership: Responsibilities: → Monitor alerts in relation to products and supplies. → → Deﬁne action plans, monitor implementation of the duty of care plan and evaluate performance. Ensure crisis management in the event of an alert. Alert Management TaskForce: Membership: and Communications departments Responsibilities: the CSR, Legal, Merchandise, Quality, Risk, Human Resources, International Partnerships Identify and address alerts that arisewithin the Group and ensure the most appropriate corrective action plans are implemented. Cover the Engagement, CSR, Purchasing, HR, Safety, Risk, Quality, Communications and Compliance departments. → → Group Risk Committee: Membership: Executive Directors (members of the Group Executive Committee), and the Engagement, Strategic, Finance, Communications, Human Resources and Merchandise departments Responsibilities: → Approve the Group's risk map, and analyse the ESG (double materialty) and duty of care risk maps. European Consultation and Information Committee (ECIC): Membership: trade union delegations representing France, Belgiqum, Italy, Spain, Romania and Poland. Responsibilities: Assemble the main European trade union organisations. Regularly review the duty of care plan, alerts and the risk map. → → UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 123 1 2 3 4 5 6 7 8 9 2 CORPORATE SOCIAL RESPONSIBILITY AND PERFORMANCE Carrefour’s Duty of Care Plan FIGURE 3: DEPLOYMENT OF THE DUTY OF CARE PLAN AND CSR STRATEGY BY BUSINESS LINES, COUNTRIES AND EMPLOYEES Deﬁnition of Deﬁnition of the Duty of Care Plan and the CSR strategy THE GROUP ENGAGEMENT DEPARTMENT C S R A N D F O O D T R A N S I T I O N I N D E X Monitors the alerts raised through the various channels. → Deﬁnes the Group's CSR strategy in collaboration with the key departments. → → Coordinates the deﬁnition of the duty of care plan. → Ensures dialogue with the various stakeholders. In collaboration with The Strategy Department → Ensures that CSR objectives are integrated into the Group's strategy. → Reviews the annual strategic plans at country level. → Carries out regular performance reviews on the objectives of Carrefour's 2026 strategic plan. The Finance Department → Makes decisions on capital allocation. → Annually validates budgets for all countries. → Integrates CSR criteria into the ﬁnancial strategy (e.g., Sustainability-Linked Bonds) and C S R A N D F O O D T R A N S I T I O N I N D E X investor communication. The General Secretary → Produces the Group's annual risk map. → Audits the proper implementation of action plans in the countries. → Works to ensure the Group's compliance with the main regulations. The Human Resources Department → Integrates diversity and inclusion objectives into the Group's HR strategy and agreements. → Manages social dialogue at the Group level. → Leads and steers performance in the countries. C S R A N D F O O D T R A N S I T I O N I N D E X C S R A N D F O O D T R A N S I T I O N I N D E X C S R A N D F O O D T R A N S I T I O N I N D E X C S R A N D F O O D T R A N S I T I O N I N D E X Guarantors of the implementation of the CSR and Food Transition Index (Chapter 1, Section 1.5.3.), including the objectives ofthe climate plan. Guarantors of the implementation of the duty of care and alerts follow-up. Committees and bodies Divisions and departments 124 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com CORPORATE SOCIAL RESPONSIBILITY AND PERFORMANCE Carrefour’s Duty of Care Plan 2.2.2 STAKEHOLDER DIALOGUE Carrefour works closely with its stakeholders to shape its duty of care every step of the way, from risk mapping to assessing the effectiveness of measures (see Figure 2). Dialogue processes contribute to the continuous improvement of the Group’s Duty of Care Plan. Carrefour has established a range of dialogue mechanisms to enable the drawing up of its Duty of Care Plan: ■ bilateral dialogue and long‑term partnerships. Group teams are in daily contact with expert stakeholders on issues relating to human rights, the environment, and health and safety. For all risks defined as a priority under the duty of care, Carrefour identifies the relevant players with which special dialogue should be maintained. Carrefour organises regular bilateral consultation processes to define and implement action plans. The Group also maintains regular dialogue with investors, who are likely to raise potential alerts that the Group would take into account as part of its Duty of Care Plan. ■ meetings with national‑brand supplier partners. Every year, the Group’s CSR and Merchandise departments meet with international supplier partners to involve them in rolling out actions related to the food transition, especially the reduction of greenhouse gas emissions (GHG). National‑brand supplier partners comprise the Group’s 50 largest suppliers. After making commitments in relation to its own‑brand products, Carrefour is now rallying its suppliers around a pact for the food transition for all. The aim is to encourage Carrefour suppliers to provide products and in‑store tests that comply with the Group’s food transition commitments in terms of packaging, biodiversity, climate, traceability and responsible products. ■ representing stakeholder panels and themed committees. Several times a year, Carrefour arranges meetings in order to formulate functional recommendations on a specific CSR issue and/or the Duty of Care Plan. These meetings are attended by around the Group, NGOs, government, 40 people customers, investors and suppliers, who come together to share their expertise or point of view on the subject in question. The Group also forms committees of experts on specific topics whenever necessary. One such topic is the fight against deforestation: Carrefour has created a group of experts dedicated to assisting it with building its action plans. 1 2 3 4 5 6 7 8 9 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 125 2 CORPORATE SOCIAL RESPONSIBILITY AND PERFORMANCE Carrefour’s Duty of Care Plan FIGURE 2: STAKEHOLDER RISK MAP Type of stakeholders Role Example of stakeholders RISK MAPPING (cid:31) Scientiﬁc organisations and reference standards Deﬁnition of methodologies and frameworks for risk analysis Science Based Targets for Climate and for Nature, Task Force For Climate Disclosure, Task Force For Nature Disclosure (cid:31) Social dialogue Prioritisation and risk assessment UNI Global Union (cid:31) Service providers and experts Prioritisation and risk assessment Expert Committee on Deforestation in Brazil REGULAR EVALUATION PROCEDURES (cid:31) Social audit standards Audit of suppliers at risk Initiative for Compliance and Sustainability, Business Social Compliance Program (BSCI) (cid:31) Quality audit standards Audit of stores and warehouses, audit of speciﬁcations International Featured Standard, British Retail Consortium (cid:31) Certiﬁers Evaluation of the implementation of action plans and progress plans GEEIS Diversity (cid:31) Stakeholder coalitions Shared assessments (e.g., traders) Consumer Goods Forum ACTIONS TO PREVENT RISKS AND MITIGATE SERIOUS HARM (cid:31) NGOs and associations Deﬁnition of action plans, implementation of concrete projects WWF, l’Autre Cercle (cid:31) Stakeholder coalitions Collective work to align with market expectations Consumer Goods Forum, Lab Capital Naturel, Act For Nature International, Target Setting Group (SBTn) (cid:31) Stakeholders and local partners Implementation of local projects, consultation with players on the ground The Sustainable Trade Initiative in Brazil (cid:31) Suppliers and value chain Construction of value chains, transformation of production methods Partner producers (cid:31) Governments Stakeholder meeting around common objectives (cid:31) Regulators and certiﬁers Deﬁnition of common requirements, veriﬁcation, traceability and transparency (cid:31) Stakeholders panel Co-construction of policies and action plans (cid:31) Trade unions Information, consultation and dialogue Soy Manifesto (France), SNDI (France), Cacao Manifesto (France) RTRS, RSPO, PEFC, FSC, MSC, Max Havelaar Multi-stakeholder meetings (customers, suppliers, governments, investors, experts, etc.) Social and Economic Committee (SCE), European Consultation and Information Committee (ECIC) ALERT AND REPORTING MECHANISM (cid:31) NGOs (cid:31) Rating agencies Identiﬁcation of alerts and public appeals Mighty Earth, Canopée Identiﬁcation of controversies CDP (formerly Carbon Disclosure Project) (cid:31) Suppliers and local partners Daily dialogue and alerts from Carrefour's teams Worker Voice, Elevate (cid:31) Employees and trade unions Process for managing alerts from employees via social dialogue, the ethics hotline or through the hierarchy UNI Global Union, employee representatives PLAN FOR MONITORING MEASURES AND EVALUATING THEIR EFFECTIVENESS (cid:31) NGOs (cid:31) Rating agencies Answering questionnaires and regular dialogue on progress Réseau Action Climat, Greenpeace Performance measuring and identiﬁcation of best practices Carbon Disclosure Project (cid:31) Individual investors and coalitions Performance evaluation and dialogue around measure monitoring Forum for Responsible Investment (FRI), FAIRR, Platform Living Wage Financials (cid:31) Regulators and auditors Publishing and veriﬁcation of performance indicators French ﬁnancial markets authority (AMF), Independant Third-Party Veriﬁcation Body (cid:31) Social dialogue (cid:31) Certiﬁers Information and concertation UNI Global Union, employee representatives Progress evaluation GEEIS Diversity 126 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com CORPORATE SOCIAL RESPONSIBILITY AND PERFORMANCE Carrefour’s Duty of Care Plan 2.2.3 RISK MAP 2.2.3.1 Risk mapping methodology Aligning the duty of care risk map with the Group’s other risk maps The Carrefour group developed a speciﬁc ESG risk map in 2023 to comply with duty of care regulations and in anticipation of the Corporate Sustainability Reporting Directive (CSRD) and adopted new speciﬁc mapping of environmental, social and governance (ESG) challenges in 2023. The ESG map analyses the materiality of the internal and external impacts of these challenges. The ESG map is based on the Carrefour group’s risk management methodology, and its scope of analysis the in speciﬁcities of the Duty of Care Plan. Its alignment with the Group risk map is based on: includes ■ the overlap between the two risk universes: from 2024, the Group’s risk universe will present a consolidated view of the risks covered by the ESG map; ■ consistent rating scales, particularly for measuring financial impact. The Group’s environmental, social and governance risk universe comprises a total of 43 identiﬁed risks. Among the 31 risks relating to the duty of care, 22 have been identiﬁed as priorities for preventing serious harm to the environment, human rights, or health and safety. These 22 risks are broken down in detail as part of the Group’s duty of care, both upstream and in its own operations. Risks associated with the duty of care are included in the ESG map. As a result, the assessment process and method used are identical to those used for ESG mapping. The map is updated annually and takes into account any possible controversies and alerts identiﬁed in the media and through dialogue with stakeholders. The methodology was reviewed in depth in 2023 as part of a continuous improvement process in line with regulatory developments and best practices. FIGURE 3: RELATIONSHIP BETWEEN THE GROUP’S VARIOUS RISK ANALYSIS MAPS Risk rating methodology GROUP RISK MAP Risk universe: 56 risks, including 16 ESG risks → Materiality for Carrefour → Assessed based on gross and net criticality (average impact x frequency) Scope of assessment: operations Short-term time horizon (1-2 years) → → ESG ISSUES MAP (DOUBLE MATERIALITY) Universe of ESG issues: 43 ESG issues broken down in detail based on the 16 ESG risks in the Group's risk map, including 31 issues associated with the duty of care → Materiality for Carrefour and external materiality → → → Assessed based on gross criticality (average impact x frequency) Scope of assessment: upstream, operations, and downstream Time horizon: short (1-2 years), medium (2-5 years) and long term (>5 years) MAP OF RISKS ASSOCIATED WITH THE DUTY OF CARE Financial impact x reputational impact Frequency External materiality Criticality = impact on stakeholders (magnitude x irremediability x extent) x frequency Materiality for Carrefour Criticality = maximum impact (ﬁnancial or reputational) x frequency Risk universe: 31 risks associated with the duty of care, 22 of which considered a priority (environment, health, safety and human rights) → External materiality → → → Assessed based on gross criticality (average impact x frequency) Scope of assessment: upstream and operations Time horizon: short (1-2 years), medium (2-5 years) and long term (>5 years) External impact = magnitude x irremediability x extent Frequency * From 2024, the Group's risk universe will present a consolidated view of the risks covered by ESG mapping. UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 127 1 2 3 4 5 6 7 8 9 2 CORPORATE SOCIAL RESPONSIBILITY AND PERFORMANCE Carrefour’s Duty of Care Plan Governance of duty of care risk mapping The mapping of ESG issues and of risks related to the duty of care are carried out by the CSR team in close cooperation with the Group Risk department, the Finance department and the Group Legal and Compliance department. The risk map is reviewed and approved by the Group Risk Committee, made up of Executive members, and by the Board’s CSR Committee. The Group Risk Committee gave its opinion on the assessment of the various risks. In early 2024, the map of the risks associated with the duty of care will be submitted to the Committee on Purchasing Rules for the Food Transition, which includes the merchandise and quality teams responsible for monitoring and deploying the Duty of Care Plan for products and raw materials, and to the European Works Council (Comité d'information et de concertation européen Carrefour), which includes employee representatives at European level. Scope of risk assessment As part of a comprehensive company risk management approach, and in order to take account of the speciﬁc nature of the risks associated with the Duty of Care Plan, these risks are assessed solely in terms of Carrefour’s external impact, i.e., its impact on the environment, human rights, health and safety. Definitions: ■ upstream of the Carrefour value chain: risks of serious violations of human rights and fundamental freedoms, the health and safety of people and the environment resulting the activities of suppliers, subcontractors and from Defining and updating the duty of care risk uni verse The Group uses standards and benchmarks to deﬁne the duty of care risk universe, for example: ■ ■ ■ the issues identified under the CSRD; the core conventions of the International Labour Organization (ILO); internationally recognised standards defining human rights, including the Universal Declaration of Human Rights, the guiding principles of for Economic Cooperation and Development (OECD), the United Nations Global Compact, the International Covenant on Civil and Political Rights, the International Covenant on Economic, Social and Cultural Rights and framework agreement with UNI Global Union; the Organisation the global ■ non‑financial reference standards such as the Global Reporting Initiative (GRI) and the Sustainability Accounting Standards Board (SASB), Consequently, this method excludes the assessment of the impact (ﬁnancial or reputational) of these risks on Carrefour. In line with France’s duty of care law, risk analysis covers both upstream aspects and Carrefour’s own operations. A speciﬁc rating for these two areas is given for each risk in order to prioritise the identiﬁed impacts and the related action plans. In addition, the scope of assessment follows different time horizons, with a time horizon being assigned to each risk to assess the most relevant time scale: ■ ■ an initial short‑term horizon (0‑2 years) to deal with immediate risks and align them with the Group Risk department’s annual monitoring programme. Examples include the internal social energy climate, consumption; adequate working conditions and a second, medium‑term time horizon (2‑5 years) to deal with more complex risks, such as greenhouse gas emissions, microplastic pollution of ecosystems or the consumption and degradation of marine resources. This time horizon is aligned with that of the Carrefour 2026 strategic plan. ■ lastly, a long‑term horizon (>5 years) allows the Group to integrate longer‑term risks into its strategic vision, as well as its raison d’être. It covers long‑term risks such as the depletion of water resources. subsidiaries with which Carrefour has an established commercial relationship. ■ own operations: risks of serious violations of human rights and fundamental freedoms, the health and safety of people and the environment resulting from Carrefour’s activities. ■ questionnaires from non‑financial rating agencies used each year to assess the Group’s performance, controversies and risks Index, (Moody's Vigeo, Dow Jones Sustainability Sustainalytics, ISS, Carbon Disclosure Project, etc). The Group’s CSR team monitors practices on an ongoing basis based on the standards and benchmarks mentioned above, as well as any controversies and alerts identiﬁed in the media or through dialogue with stakeholders. This enables us to identify any new risks within the universe of risks covered by the duty of care. The ESG risk universe is updated every year to incorporate any of these new risks, and also to take better account of current events and strategic priorities that may change over time. Documentation and independence of analyses carried out The mapping exercise is based on the expertise of the various business lines and external experts. The entire process is coordinated and approved by Ernst & Young, in consultation with experts in speciﬁc ﬁelds (such as ICare and WWF France for biodiversity risks). 128 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com CORPORATE SOCIAL RESPONSIBILITY AND PERFORMANCE Carrefour’s Duty of Care Plan To ensure that the ratings are robust, the impact on stakeholders is assessed based on detailed risk analyses that provide a detailed understanding of the impacts, risks and opportunities associated with each of the risks in question. These analyses are based on reference standards speciﬁc to each risk (for example: Science Based Targets for Nature, Task Force For Nature Disclosure, Task Force For Climate Disclosure for climate and biodiversity; the principles of the Accountability Framework Initiative (AFI) on combating deforestation and ecosystem conversion). Reference databases and risk analyses were also used, such as AMFORI‑BSCI’s list of risk countries or ITUC’s Global Rights Index to assess human rights risks. The assessments are determined in line with other available maps (see Table 1). TABLE 1: EXAMPLES OF AVAILABLE ANALYSES OF RISKS, OPPORTUNITIES AND IMPACTS, USED TO DOCUMENT RISK ASSESSMENTS BASED ON EXPERT OPINION TYPE OF RISK VALUE CHAIN EXAMPLE OF IMPACT, RISK AND OPPORTUNITY ANALYSES TO ASSESS THE RISKS ASSOCIATED WITH THE DUTY OF CARE Human rights, Health and safety Human rights, Environment Human rights Environment Health and safety Environment Upstream Upstream Upstream Mapping of geographical areas at risk with regard to human rights issues (based on the AMFORI‑BSCI list and the ITUC Global Rights Index). Mapping of high‑risk sectors and production phases. Example of an identiﬁed risk: failure to pay fair wages in textile spinning mills, water pollution in textile dyeing factories. Mapping of at‑risk raw materials. The following factors are taken into account: respect for the environment, impact on biodiversity, resilience to climate change, respect for human rights, workers’ health and safety. Example of an identiﬁed risk: contribution of Brazilian beef farming to deforestation. Upstream, Operations and Downstream Development of the Science Based Targets for Nature methodology in order to identify the Group’s impact and dependency on biodiversity. An example of the footprint measurement tools used: The Corporate Biodiversity Footprint, ENCORE. Human rights risks Operations Mapping of gross human rights risks relating to the Group’s own operations. Example of risk identiﬁed: harassment, discrimination and non‑compliance with diversity principles in Brazil. 1 2 3 4 Risk assessment methodology Risks are assessed in terms of their frequency and impact on stakeholders and the environment on a scale from 1 (low risk) to 4 (very high risk). 5 FIGURE 4: METHODOLOGY FOR ASSESSING RISKS ASSOCIATED WITH THE DUTY OF CARE Assessment of risk criticality External impact (stakeholders or the environment) Average of the following criteria 1-4 Frequency 1-4 Magnitude of the impact 1-4 Irremediability 1-4 Extent of the impact 1-4 6 7 8 9 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 129 2 CORPORATE SOCIAL RESPONSIBILITY AND PERFORMANCE Carrefour’s Duty of Care Plan Carrefour’s external impact is assessed using the average of the following three criteria: ■ extent of the risk: a very high risk level means a potential impact on society as a whole, at the global level. ■ ■ magnitude of the risk: a very high risk level corresponds to the possibility that an event will lead to death, the total loss of psychological well‑being, the destruction of fauna, flora or the environment, or the intensification of climate change; irremediability of the risk: a very high risk level corresponds to the possibility of damage that cannot be remedied without significant side effects or after‑effects, or that is difficult to compensate; Frequency is assessed on a scale of 1 (every ﬁve years or less) to 4 (permanent risk). The frequency and external impact are assessed independently of the action plans put in place by the Group (gross assessment). The risks analysed are therefore the gross risks. 2.2.3.2 Risk mapping results and duty of care The results of the mapping exercise for gross risks* relating to the duty of care are presented in Figure 2 below. FIGURE 2: DUTY OF CARE GROSS RISK MAP j r o a M 4 - 3 t n a c ﬁ n g S i i 3 - 2 Consumption of marine resources and degredation of marine ecosystems Deforestation and contribution to land-use change Inadequate working conditions Occupational health and safety risks Forced labour Failure to pay decent wages Emissions of pollutants impacting organisms and resources Illegal labour Inequality and discrimination (operations) T C A P M I L A N R E T X E Occupational health and safety risks (operations) Consumer health and safety violations (quality, compliance or product safety failure) e t a r e d o M 2 - 1 GHG emissions (upstream) Waste and waste management GHG emissions (operations) Waste and waste management (operations) Microplastics (upstream) Inequality and discrimination (upstream) Water consumption (upstream) Energy consumption (operations) Microplastics (operations) Energy consumption (upstream) Water consumption (operations) Average frequency High frequency Very high frequency Constant Economic environment Human rights Health and safety FREQUENCY * The frequency of risk assessment and risk criticality are evaluated independently of the action plans implemented by Carrefour (gross risks). 130 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com CORPORATE SOCIAL RESPONSIBILITY AND PERFORMANCE Carrefour’s Duty of Care Plan TABLE 2: PRESENTATION OF THE GROSS RISKS IDENTIFIED FOR RISK MAPPING IN ORDER OF PRIORITY (ASSESSMENT OUTCOME – IMPACT ON STAKEHOLDERS AND ENVIRONMENT X FREQUENCY) RISKS RELATING TO THE DUTY OF CARE VALUE CHAIN TIME HORIZON RISK CATEGORY 1 Upstream greenhouse gas emissions 2 Waste and poor waste management Upstream Upstream Short term Medium term Environment, Health 6 7 8 3 4 Greenhouse gas emissions Own operations Medium term Deforestation and contribution to land‑use change Upstream Short term 5 Waste and poor waste management Own operations Short term Inadequate working conditions Upstream Short term Occupational health and safety risks Forced labour 9 Microplastic emissions Upstream Upstream Upstream Short term Short term Medium term 10 Consumption of marine resources and degradation of Upstream Medium term marine ecosystems Failure to pay decent wages Illegal work 11 12 13 Consumption of energy resources 14 Unequal treatment and discrimination Upstream Upstream Upstream Upstream Short term Short term Short term Short term 15 Microplastic emissions Own operations Medium term 16 Emissions of pollutants impacting living organisms and Upstream Long term food resources 17 Water consumption Upstream Long term 18 Unequal treatment and discrimination Own operations Short term 19 Consumption of energy resources 20 Water consumption Own operations Short term Own operations Long term 21 Occupational health and safety risks Own operations Short term 22 Consumer health and safety violations due to quality, Consumers Short term compliance or product safety failure Environment Environment Health Environment Human rights Environment Human rights Health Health and safety Human rights Environment Health Environment Human rights Human rights Human rights Environment Human rights Environment Health Environment Health Environment Human rights Environment Environment Health and safety Health and safety The identiﬁed risks are categorised according to the materiality of their main impact on health and safety, human rights, and the environment, but they may have other impacts or may impact several categories. UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 131 1 2 3 4 5 6 7 8 9 2 CORPORATE SOCIAL RESPONSIBILITY AND PERFORMANCE Carrefour’s Duty of Care Plan 2.2.3.3 Analysis of risks identified in the risk map The risks and sub‑risks taken into account are documented in the light of existing risk, impact and opportunity analyses and any alerts identiﬁed over the last three years. 2.2.3.3.1 Analysis of identified environmental risks Greenhouse gas emissions Deﬁnition: The company emits greenhouse gases (GHG) as part of its operations. These mainly include carbon dioxide (CO ), methane (CH ), nitrous oxide (N O) and ﬂuorinated gases used in particular for refrigeration systems. 2 4 2 UPSTREAM risks Risks relating to GROUP OPERATIONS GHG emissions associated with the production of goods and services (agricultural production, land‑use change and product processing) GHG emissions from transporting goods (by rail, road and air) Excessive energy use and leaks of refrigerants in the cold chain and in product production Leaks of refrigerant gases used in store refrigeration systems (air conditioning and fridges) Excessive consumption of carbon‑based energy to run stores and warehouses Consumption of marine resources and degradation of marine ecosystems Deﬁnition: Overexploitation of marine resources, degradation of the seabed and pollution of the seas and oceans (particularly from plastic) can signiﬁcantly impact marine habitats by depleting resources and degrading ecosystems. Food companies depend on marine ecosystems and their ecosystem contributions such as climate regulation, food production and raw materials. UPSTREAM risks Discarding polluting materials and substances into the ocean, in particular plastics used in product and package processing Extracting, using and overexploiting marine resources for ﬁshing Destroying habitats through ﬁshing techniques (e.g., trawling) Waste and poor waste management Deﬁnition: Waste is deﬁned as any substance or object that the company holding said substance or object discards or intends or is required to discard (including food waste). Disposing of waste can have a negative impact on the environment and human health due to excessive exploitation of natural resources, pollution caused by non‑recyclable waste or poor waste management, food waste and greenhouse gas emissions. UPSTREAM risks Risks relating to GROUP OPERATIONS Excessive production and a lack of waste sorting in the agricultural sector and in the processing of raw materials, products and packaging Excessive production and a lack of waste sorting by warehouses, stores or in property management/development (construction and renovation) Food and non‑food waste in the production chain (waste of resources, products discarded on farms and in processing plants) On‑site food and non‑food waste due to poor management of inventories, promotions and unsold items Production of waste in the supply chain due to irregularities in the cold chain, poor management of inventories and deliveries, product withdrawals/recalls, etc. 132 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com CORPORATE SOCIAL RESPONSIBILITY AND PERFORMANCE Carrefour’s Duty of Care Plan Deforestation and contribution to land‑use change Deﬁnition: Deforestation means reducing forest areas to free up land for other activities or to use forest resources directly. Land‑use change is, more broadly, the process of replacing a type of soil or vegetation to meet human needs such as farming or urbanisation. These two processes contribute signiﬁcantly to climate change and biodiversity loss as natural habitats are destroyed. UPSTREAM issues Deforestation associated with the supply of sensitive raw materials (cocoa, palm oil, wood and paper, beef in Brazil, etc.) Indirect deforestation associated with the production of certain products, in particular animal products using soy for animal feed Conversion of ecosystems associated with the agricultural production of certain sensitive raw materials, in particular soy used for animal feed Microplastic emissions Deﬁnition: Microplastics refer to plastic particles generated or used during production processes. They may leave company facilities in the form of emissions, products or parts of products or services. These microplastics can be produced unintentionally when larger pieces of plastic, such as car tyres or synthetic textiles, become worn, or they can be deliberately manufactured and added to products for speciﬁc purposes. UPSTREAM risks Risks relating to GROUP OPERATIONS Emission of microplastics during agricultural production or product processing (plastic sheeting, etc.) Emission of microplastics by tyres during goods transport Excessive use of plastics in the composition of products and packaging (textiles, etc.) which generates microplastics Consumption of energy resources Deﬁnition: Energy refers to all types of energy production and consumption, whether renewable (including biogas and biomass) or non‑renewable. Excessive energy use and promotion of high‑carbon energy sources have a major impact on greenhouse gas emissions. Buying green energy – energy that comes solely from renewable sources (hydro, wind, solar, geothermal, etc.) – is a major challenge in the energy transition. UPSTREAM risks Risks relating to GROUP OPERATIONS Excessive consumption of carbon energy production, product processing and product transport for agricultural Excessive energy consumption by stores and dependence on carbon‑based energy Failure to develop renewable energy supply chains Promotion of fossil fuels and lack of contribution to the low‑carbon mobility transition (electric vehicles, soft mobility, etc.) 1 2 3 4 5 6 7 8 9 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 133 2 CORPORATE SOCIAL RESPONSIBILITY AND PERFORMANCE Carrefour’s Duty of Care Plan Emissions of pollutants impacting living organisms and food resources Deﬁnition: Pollution destroys natural habitats and their biodiversity by degrading food resources. There are two types of pollution: (1) accidental pollution caused by the handling and storage of environmentally hazardous products (minor/major leaks) and (2) historical pollution, which is the risk of pollution associated with the historical activities of sites that could have generated pollution. UPSTREAM risks Use of pesticides and fertilisers, management of agricultural effluents, use of antibiotics in livestock farming Release of GMOs into the environment, escape of farmed species and release of their diseases into the environment Processing of raw materials, products and packaging using polluting substances (e.g., textile factories, tanneries, polluting industrial processes) Pollution associated with goods transport (by road, air, etc.) Water consumption Deﬁnition: Water use in the company and within the value chain includes the sum of (1) all water withdrawn at the company or on farms for any use, (2) the quantity of water withdrawn that was not discharged into the water environment or to a third party during the year, (3) and the total quantity of water withdrawn at its source. UPSTREAM issues Issues relating to GROUP OPERATIONS Water consumption for processing raw materials, products and packaging Excessive water consumption for stores and warehouses Water consumption for agricultural production 2.2.3.3.2 Analysis of identified human rights risks Inadequate working conditions Deﬁnition: Working conditions refer to all the factors that contribute to ensuring a just and fair working environment for each and every worker by promoting safety, physical and mental integrity and well‑being at work. Inadequate working conditions exist in various forms, such as working hours that are too long or not respected, an unsuitable working environment that puts workers’ health and safety at risk, an insecure employment contract and a lack of work‑life balance. UPSTREAM risks Failure to safeguard well‑being at work, work organisation (working hours, night work, impact of restructuring) and work‑life balance, and risk of stress Insecure employment contracts and insufficient employee beneﬁts (contract termination due to illness, disability, retirement or family commitments) Deteriorating work environment: unhealthy, arduous work, extreme temperatures, lack of ergonomics Forced labour Deﬁnition: Forced labour corresponds to work performed under duress. It arises in situations where individuals are forced to work, whether through the use of violence, intimidation, manipulation in situations of indebtedness, conﬁscation of identity documents or threats of being reported to the immigration authorities, or by more subtle means. UPSTREAM risks Forced or compulsory labour Withholding identity documents, threats against illegal immigrants Withholding or non‑payment of wages, debt bondage 134 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com CORPORATE SOCIAL RESPONSIBILITY AND PERFORMANCE Carrefour’s Duty of Care Plan Failure to pay decent wages Deﬁnition: Failure to pay a decent wage means: (1) failure to pay the minimum wage set by local regulations, (2) a deterioration in the living conditions of the worker and their family, particularly in terms of food, water, housing, education, health care, transport, clothing and other essential needs, including preparation for unforeseen events. UPSTREAM risks Poor living conditions for workers and their families Pay below the poverty line and/or the minimum wage, lack of beneﬁts or bonuses for workers Poor distribution of value among the various players in the supply chain, particularly farmers and farm workers Illegal work Deﬁnition: Illegal work is work carried out outside the law. It may for example be characterised by unpaid working hours, the absence of employment contracts, undeclared employees, contracts written in a language that is not understood, and the employment of undocumented foreign nationals. UPSTREAM risks Unpaid working hours Lack of employment contracts, contracts in a language that is not understood Undeclared workers, work by undocumented foreign nationals Unequal treatment and discrimination Deﬁnition: Unequal treatment refers to situations in which people are treated without dignity or respect, on grounds of race, skin colour, religion, sex, sexual orientation, age, disability, political opinion, national or social origin, or any other personal characteristic. This means that not all individuals enjoy the same rights and opportunities, and they are not all subject to the same rules and conditions, which is discrimination. UPSTREAM risks Gender inequality, pay inequality Refusal to employ and/or failure to disabilities among suppliers integrate people with Violence, sexual harassment, bullying and discrimination in the workplace Poor inclusion and cultural, social, economic and generational diversity, lack of respect for political opinions, religions and sexual orientations of employees and customers Risks relating to GROUP OPERATIONS Gender inequality, particularly with regards to pay and parity in management and executive positions Refusal to employ and/or failure to integrate people with disabilities into the workforce, inadequate store accessibility for customers with disabilities Poor inclusion and representation of cultural, social, economic and generational diversity, lack of respect for political opinions, religions or sexual orientations of employees and customers Racism in the workforce and towards customers (particularly in Brazil), harassment and discrimination 1 2 3 4 5 6 7 8 9 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 135 2 CORPORATE SOCIAL RESPONSIBILITY AND PERFORMANCE Carrefour’s Duty of Care Plan 2.2.3.3.3 Analysis of identified health and safety risks Occupational health and safety risks Deﬁnition: Health and safety at work have a number of speciﬁc objectives, designed to protect employees' best interests. The ﬁrst objective is to maintain a high level of physical, mental and social well‑being among employees. The second challenge of occupational health is to prevent the risks to which employees are exposed in the workplace and accordingly protect them from harm. The ﬁnal objective is to keep employees in a job that is suited to their physiological and psychological abilities. UPSTREAM risks Risks relating to GROUP OPERATIONS Poor management of employees’ tasks in high‑risk industries (textiles, construction, steelworks) and other suppliers to the retail sector (repetitive handling, staggered working hours, exposure to pollution), exposing them to musculoskeletal disorders (MSD) and pyschosocial risks (PSR) Poor management of employees’ tasks (repetitive handling, staggered working hours, exposure to pollution and/or cold) making them vulnerable to MSDs and PSR or situations of hardship Intentional injuries caused by a third party (abuse, theft, holdups, etc.) Poor management of epidemics and pandemics Intentional injuries caused by a third party (abuse, theft, holdups, etc.). Poor management of epidemics and pandemics In‑store workplace accidents related to risky operations: handling electrical equipment, loading and unloading trucks, handling sharp tools, exposure to burns and oil splashes when cooking Warehouse workplace accidents: storing pallets at height, crossings between moving equipment and pedestrians, handling electrical equipment Consumer health and safety violations due to quality, compliance or product safety failure Deﬁnition: Health and safety at work have a number of speciﬁc objectives, designed to protect employees' best interests. The ﬁrst objective is to maintain a high level of physical, mental and social well‑being among employees. The second challenge of occupational health is to prevent the risks to which employees are exposed in the workplace and accordingly protect them from harm. The ﬁnal objective is to keep employees in a job that is suited to their physiological and psychological abilities. Risks for CONSUMERS Ineffective controls in place to guarantee product quality and conformity Poor management of epidemics and pandemics Deﬁciencies in the recall system leading to poor management of alerts Lack of quality and hygiene in stores (poor management of the cold chain and expiry dates in particular) 136 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com CORPORATE SOCIAL RESPONSIBILITY AND PERFORMANCE Carrefour’s Duty of Care Plan 2.2.4 RISK ASSESSMENT MEASURES After identifying the risks to health and safety, human rights and the environment, Carrefour regularly assesses the management of such risks in its subsidiaries and at subcontractors and suppliers with which it has established business relationships. RISK ASSESSMENT MEASURES ACTIONS TAKEN Measures for assessing risks to health and safety At Carrefour FREQUENCY Occupational health and safety audits Audits relating to the health and safety of employees in stores and warehouses are carried out by the internal control team. The purpose of these audits is to monitor the implementation of procedures concerning health and safety at work and the use of best practices, as well as compliance with regulatory requirements. Store audits: Twice a year Health and safety risks are assessed in each work unit, in particular through the analyses conducted with prevention teams in recent years, which have identiﬁed safety hazards and related preventive measures. They have also shown that workplace accidents at Carrefour are most likely to occur in the stores and warehouses. Annual Among consumers Certiﬁcations, labels and claims Carrefour uses third‑party certiﬁcations which provide a guarantee on complex supply chains, for which full traceability of raw materials is not always available. In order to apply the label to its products, the supplier must meet certain speciﬁcations that are veriﬁed and validated by a third party before obtaining the certiﬁcation. Certiﬁed products attest to their superior quality and provide consumers with their certiﬁed characteristics. information about - Certiﬁcation can also be a means of reducing the environmental and social impacts related limitations, as market to procuring sensitive raw materials. However, transformation is not always rapid. This is why Carrefour is seeking to diversify solutions to improve the traceability of raw materials. To ensure that the origin of the beef distributed in Brazil does not contribute to deforestation, Carrefour relies on a geo‑monitoring tool that surveys breeding plots via satellite. Where certiﬁcation results in an a posteriori guarantee, geo‑monitoring veriﬁes real‑time compliance with the speciﬁcations deﬁned by Carrefour. The Group is studying the use of these tools for other types of agricultural production. it has its Certiﬁcation, labels and claims are also an effective means of combating food counterfeiting. The Group has therefore used these various means of evidence to deploy anti‑food counterfeiting measures. Within the framework of certiﬁcation standards recognised by Carrefour, suppliers are indeed audited on the existence and implementation of a plan to reduce food fraud. The process must deﬁne requirements on when, where and how to reduce fraudulent activities identiﬁed by a food fraud vulnerability assessment. The resulting plan deﬁnes the measures and controls required to effectively reduce identiﬁed risks. The control measures to be implemented may vary depending on the: type of food fraud (substitution, mislabelling, adulteration or counterfeiting); detection method; type of oversight (inspection, audit, analytical, product certification); source of raw materials and packaging materials. ■ ■ ■ ■ UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 137 1 2 3 4 5 6 7 8 9 2 CORPORATE SOCIAL RESPONSIBILITY AND PERFORMANCE Carrefour’s Duty of Care Plan RISK ASSESSMENT MEASURES ACTIONS TAKEN Measures for assessing risks of human rights violations FREQUENCY At Carrefour Social certiﬁcations The GEEIS international label evaluates and promotes organisations that take a proactive approach to gender equality. The Carrefour group’s integrated countries are audited by Bureau Veritas with regard to the GEEIS. All Carrefour group host countries have been GEEIS‑certiﬁed since 2022. Follow‑up audit: every two years Renewal audit: every four years. Within the value chain Social audits of suppliers of certiﬁed products External social audits of direct suppliers of certiﬁed products are performed on the basis of the supplier’s identiﬁed risk level. Audits may also be required for indirect suppliers depending on the circumstances. Identifying a supplier’s level of risk involves several levels of analysis, the ﬁrst one being the map of high‑risk regions: Annual ■ ■ ■ ■ in countries where a risk has been identified, Carrefour’s ultimate aim is to perform social audits on all production facilities that manufacture Carrefour‑branded products; for suppliers located in low‑risk countries, the inspection system is adapted to the business, local problems and on‑site practices, as external audits are not performed systematically; for subsidiaries identified as high risk following a raw material and production process analysis, additional guarantees are required. If the supplier is identified as being at risk, a social audit is performed; if the sector is not at risk, the supplier must at the very least sign the Supplier Commitment Charter (see Section 2.1.5.3). Social audits may be requested by Carrefour teams on a case‑by‑case basis. These audits are performed by third parties in line with ICS or BSCI standards. The process comprises several steps: ■ ■ ■ ■ a preliminary review by Carrefour of the facility’s compliance with social, environmental and basic quality requirements; an initial audit, preferably unannounced, performed by an independent firm selected by Carrefour, based on a standard shared with other brands, to determine whether the facility can be listed; unannounced follow‑up audits performed periodically by an independent firm to validate actions taken; specific audits performed by an external company or by partners to review specific or one‑off incidents involving the facility or the audit firms’ practices and procedures. The main occurrences of non‑compliance identiﬁed in the Carrefour supplier network related to working hours, compensation levels and workers’ health and safety. Independent audits and inspections of supplier premises give rise to action plans designed to remedy any breaches observed, regardless of their severity. The supplier is required to implement the action plan before a speciﬁed deadline. Implementation is monitored through follow‑up audits. If a supplier audit report contains a critical non‑compliance issue, Carrefour will be informed within 48 hours. These issues mainly concern child labour, forced labour, disciplinary measures, attempted corruption, document falsiﬁcation and safety conditions threatening the lives of workers. Action is then taken by Carrefour and/or the supplier. Training or speciﬁc support may be provided by Carrefour’s teams to suppliers where warranted by non‑compliance issues. Health and safety issues and water treatment are covered by Carrefour’s social compliance audit process. 138 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com CORPORATE SOCIAL RESPONSIBILITY AND PERFORMANCE Carrefour’s Duty of Care Plan RISK ASSESSMENT MEASURES ACTIONS TAKEN Measures for assessing risks of environmental damage FREQUENCY At Carrefour Reporting Quarterly reporting is carried out to assess the impact of the Group’s sites in terms of the climate (emissions linked to refrigerants, energy consumption) and waste (monitoring of markdowns that may generate food waste, the waste recovery rate, etc.). Audits are performed annually by an independent third party to verify the true and fair nature of the consolidated Group data. Quarterly Regular impact and dependency assessments In 2022, the Group launched the SBTN Corporate Engagement Programme, which enabled it to perform initial mapping of its biodiversity impacts and dependencies, based on its activities. The mapping exercise helped to hone in on certain commodities that have a greater impact on biodiversity than others. It should eventually serve as a basis for drafting an action plan based on science‑based targets. Going forward, biodiversity impacts and dependencies will be assessed on a regular basis. - Certiﬁcations In Europe, Carrefour Belgium, Carrefour France and Carrefour Italy hold ISO 50001 certiﬁcation for their integrated stores (hypermarkets and supermarkets) as well as for their head offices and warehouses. This represents 35% of the sales area of the Group’s integrated hypermarkets and supermarkets. Renewed every three years with an audit All new Carrefour group shopping centre constructions and expansions are certiﬁed to BREEAM standards and BREEAM In‑Use certiﬁcation will be earned by every French site by 2025. Renewed every three years with an audit Within the value chain Textile supplier audits Clean Water Project: a global programme set up to reduce the environmental impact of Carrefour supplier factories. This programme is primarily aimed at water‑consuming textile industries that use water and chemicals for their production processes. It is designed by Carrefour Global Sourcing’s sustainable development teams and seeks to raise awareness, train and audit suppliers in the management and efficiency of water and chemical consuming processes. The Clean Water Project includes in particular a training and audit programme in in chemical management, an environmental programme collaboration with the Institute of Public & Environmental Affairs (IPE) and a tannery certiﬁcation programme. in China Annual The Project includes a training and audit programme in chemical management, an environmental programme in China in collaboration with the Institute of Public & Environmental Affairs (IPE) and a tannery certiﬁcation programme. It has already been carried out in India and Bangladesh, with support from chemical audits, and in China with support from the IPE. In Bangladesh and India, Carrefour Global Sourcing has issued the Carrefour Chemical Guidebook, which sets out guidelines for purchasing, storing, using and disposing of chemicals in factories. Compliance is encouraged with training and annual unannounced inspections of treatment plant water quality, chemicals management and the proper application of the Business for Social Responsibility (BSR) standard. Suppliers are monitored on the basis of a third‑party chemical audit covering chemicals management, chemicals handling, wastewater treatment, sediment management and efficient water use management. The monitored suppliers are the integrated suppliers involved in dyeing and washing operations. Annual 1 2 3 4 5 6 7 8 9 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 139 2 CORPORATE SOCIAL RESPONSIBILITY AND PERFORMANCE Carrefour’s Duty of Care Plan RISK ASSESSMENT MEASURES CSR ratings of suppliers in the textile sector ACTIONS TAKEN Since 2019, clothing supplier assessments have incorporated a CSR rating in addition to the usual commercial, quality, and delivery (supply chain) ratings. This CSR rating includes the results of social audits, environmental assessments and alerts, management of suppliers’ suppliers, component traceability, supplier certiﬁcations and good CSR practices (aside from mandatory compliance). Carrefour’s local teams meet with the evaluated suppliers to share best practices and areas for improvement and they take this rating into account when selecting suppliers. FREQUENCY Annual Environmental audits and certiﬁcations Regular on‑site environmental audits are commissioned at suppliers manufacturing labelled or certiﬁed Carrefour‑brand products and where certain key facilities or processes may present environmental risks (raw material certiﬁcations such as RSPO, FSC, MSC, PEFC, ASC and organic labels; audits of the speciﬁcations of Carrefour Quality Lines products). Annual A climate accounting system on supply chains to determine the highest‑emission items and sources was introduced in 2019. The Group is working with suppliers to ﬁne‑tune the system as part of the Food Transition Pact (see Section 2.1.8 Workers in the value chain). Annual The annual Retailer Cocoa Collaboration assessment programme: Annual ■ ■ measures the progress of cocoa traders with respect to the eight core principles of the Cocoa and Forests Initiative (CFI); ensures that retailers all use the same assessment method; enables retailers to make more informed decisions about cocoa sourcing. ■ The Group sells an increasing number of sustainable products that require environmental and social certiﬁcation. Examples include (i) organic cotton, whose supply chain must be certiﬁed by the Global Organic Textile Standard (GOTS), which is renewable only after an audit report, or by the OEKO TEX Standard 100 label; and (ii) tanneries, which must be certiﬁed by the Leather Working group (LWG). GOTS certiﬁcation: Annual OEKO TEX label: Annual 140 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com CORPORATE SOCIAL RESPONSIBILITY AND PERFORMANCE Carrefour’s Duty of Care Plan 2.2.5 PRESENTATION OF PREVENTION AND MITIGATION MEASURES FOR IDENTIFIED RISKS 2.2.5.1 General framework The Carrefour group, which works with thousands of suppliers and service providers around the world, measures the risks the social and inherent its supply chains, assesses to environmental compliance of its suppliers and service providers, and promotes CSR best practices throughout its value chain. For this purpose, the Group has put in place a set of purchasing rules, tools and procedures for monitoring its suppliers and helping them achieve compliance. Each of the tools is designed to comply with international CSR standards. TABLE 4 – CONCORDANCE OF GENERAL FRAMEWORKS WITH INTERNATIONAL STANDARDS UNITED NATIONS GUIDING PRINCIPLES OECD GUIDING PRINCIPLES ILO CORE CONVENTIONS UN GLOBAL COMPACT INTERNATIONAL AGREEMENT WITH UNI GLOBAL UNION UDHR (1) Carrefour Principles of Ethics Carrefour Code of Conduct Carrefour Purchasing Rules Carrefour Supplier and Service Provider Commitment Charter X X X X (1) Universal Declaration of Human Rights. X X X X X X X X X X X X X X X X X X X X Carrefour’s Principles of Ethics: Code of Professional Conduct All employees are given a copy of the Principles of Ethics, which new employees are asked to sign. The purpose is to establish the ethical framework governing the day‑to‑day activities of all employees. The Principles of Ethics are as follows: Respect diversity Select and treat suppliers with objectivity and loyalty Contribute to a safe and healthy working environment Cultivate transparent business relationships Promote social dialogue Honour commitments to our partners Ban all forms of harassment or discrimination Refrain from all unfair agreements and practices Ensure the safety of people and property Act with integrity, both individually and collectively Safeguard the company’s resources and assets Provide reliable and accurate reporting Guarantee conﬁdentiality Protect the environment Avoid conﬂicts of interests Refuse all forms of corruption Source: https://secure.ethicspoint.eu/domain/media/en/gui/102586/code.pdf UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 141 1 2 3 4 5 6 7 8 9 2 CORPORATE SOCIAL RESPONSIBILITY AND PERFORMANCE Carrefour’s Duty of Care Plan Purchasing Rules To better reﬂect its CSR policy and its raison d’être in its purchasing, Carrefour has drafted and rolled out purchasing rules for the food transition in all countries where it operates. These rules form a set of preventive measures on certain raw materials to limit social and environmental risks through certiﬁcations or support for its value chain. The purchasing rules provide a framework for the social and environmental compliance of purchases of controlled products. A total of 11 CSR and food transition purchasing rules applied at Group level incorporate social, environmental and ethical criteria as well as CSR objectives. They supplement the various initiatives already in place in each country and speciﬁcally include: the signature by suppliers of a Commitment Charter (see next section); the process and compliance rules for social audits; that the Group’s purchasing entities must appoint a person in charge of social and environmental compliance; an action plan to bring production phases into compliance with specific purchasing rules; and sensitive raw materials. ■ ■ ■ ■ ■ The purchasing rules are subject to internal controls. The Internal Audit department veriﬁes the quality of the overall system implemented by Carrefour to achieve its objectives, notably through a set of dedicated rules, good knowledge and management by the merchandise teams and a set of control procedures for the quality teams. The Supplier and Service Provider Commitment Charter The Supplier and Service Provider Commitment Charter forms an integral part of all purchase contracts in all countries for certiﬁed products and non‑commercial purchases. It consists of nine chapters focusing on human rights, ethics and the environment: prohibition of forced or compulsory labour, prohibition of child labour, freedom of association and effective recognition of the right to collective bargaining, prohibition of all forms of discrimination, harassment and violence, workers’ health and safety, decent wages, beneﬁts and conditions of employment, working hours, principles of ethics, and respect for the environment. The Charter prohibits clandestine or undeclared subcontracting, and has a cascade effect by requiring suppliers to demand the same social compliance standards of their own suppliers. In a spirit of reciprocal commitment, the Charter does not allow Carrefour to impose any conditions on suppliers that would prevent them from complying with the charter. 142 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com CORPORATE SOCIAL RESPONSIBILITY AND PERFORMANCE Carrefour’s Duty of Care Plan 2.2.5.2 Prevention and mitigation measures in place The table below sets out the action plans and performance indicators for the priority risks based on the risk map (see Section 2.2.2.2 Risk mapping results). RISK PREVENTION AND MITIGATION MEASURES IN PLACE RESULT (1) Environment Upstream greenhouse gas emissions Number of suppliers committed to the Food Transition Pact: 2023: 306 2022: 204 Change: +50% Number of TOP 100 suppliers certiﬁed 1.5°C by SBTi: 2023: 44% 2022: 27% Change: +17 pts Number of suppliers involved in the 20 Megatonnes project: 2023: 78 2022: 51 Change: +53% Number of partner (2) products : 2023: 46,013 2022: 37,756 Change: +22% ■ At Carrefour: Reducing emissions associated with refrigerants and energy consumption in stores: Carrefour has issued the eight integrated countries a list of ﬁve priority initiatives and technologies recommended in their stores: substitution of high‑heating hydrofluorocarbons refrigeration; installation of closed doors on refrigeration units operating at 0°C to 8°C to limit refrigerant leaks; use of electronic speed controllers; use of sub‑metering systems and low‑energy LED lighting; reduction hydrofluorocarbon (HFC) refrigerants and limiting refrigerant leakage. refrigerant‑related CO emissions by phasing out of for commercial (HFCs) in ■ ■ ■ ■ 2 2 Within the value chain: Commitments from own‑brand and national‑brand suppliers to reduce their GHG emissions: The “20 Megatonnes” project launched in 2020 aims to encourage suppliers to make commitments to reduce their emissions, measure their progress and involve consumers by offering them alternatives emitting less CO . The Group has invited its Top 100 suppliers to align with a 1.5°C trajectory by 2026 and has committed to delisting them if they do not meet this condition. In 2023, a Road to 1.5°C convention was organised to inspire and build momentum around the top 100 supplier objective. The aim of the convention was to give suppliers an overview of the key steps required to achieve a 1.5°C trajectory, and to identify best practices in the sector. The Group’s Merchandise department also received training on climate change and supplier commitment. The training provided knowledge tools for all merchandise managers so that they can better manage future discussions with the Group’s main partners. Low‑carbon agriculture: Carrefour is developing responsible sourcing to reduce the climate impact of its own‑brand products. The Group is committed to combating deforestation and developing agroecological practices within its Carrefour Quality Lines. These practices – reducing the use of pesticides and nitrogen fertilisers, adopting soil conservation techniques, etc. – very often help to reduce the CO emissions linked to agricultural production. Carrefour is working on an “Agriculture and Climate” strategy. Lastly, the Group is developing initiatives to promote the consumption of local products. For example, Carrefour has launched the 0 km project, which encourages stores to list and display a range of products from less than 30 km away, and the local festival in all Carrefour formats in France, which promotes local products and know‑how through events and tastings in stores. 2 1 2 3 4 5 6 7 8 9 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 143 2 CORPORATE SOCIAL RESPONSIBILITY AND PERFORMANCE Carrefour’s Duty of Care Plan RISK PREVENTION AND MITIGATION MEASURES IN PLACE RESULT (1) Fuel and green mobility: The Group continued to roll out electric vehicle charging infrastructure in its hypermarket and supermarket car parks in France. Carrefour is also rolling out hydrogen stations in the Greater Paris region through a partnership between Carrefour and HysetCo. Five distribution stations should be deployed in the Greater Paris region by summer 2024 under the partnership. In 2023, Carrefour and Uber also announced a partnership to improve the accessibility, cost and experience of EV recharging for private‑hire drivers, who will enjoy preferential rates on the Carrefour Energies network from January 2024 in France. Plant‑based food: As part of its commitment to the food transition for all, Carrefour stepped up the development of plant‑based food. Carrefour is deploying a strategy based on: ■ ■ ■ ■ a comprehensive and innovative product range: Carrefour has begun to develop its range of plant‑based alternatives and pulses through its Carrefour Veggie brand, which is 100% vegetarian, V‑Label certified and broadly affordable. Carrefour is also developing a range of plant‑based proteins and meat alternatives through its other brands. collaboration with suppliers: Carrefour has launched an international coalition to accelerate sales of plant‑based alternatives with seven manufacturers (Danone, Unilever, Bel, Andros, Bonduelle, Nutrition & Santé and Savencia). The coalition is committed to achieving sales of 3 billion euros from plant‑based meat alternatives by 2026, using a series of joint initiatives. a promotional campaign to encourage people to eat plant proteins: Carrefour has teamed up with Danone to roll out the “Lundi c’est veggie, mais aussi le mardi, mercredi…” campaign (Monday is veggie day, but so is Tuesday, Wednesday…). The aim of the campaign is to promote healthy (Nutri‑Score A or B), vegetarian or vegan eating. promotion in stores and via e‑commerce: to highlight low‑carbon vegetarian products in stores and on the website, Carrefour has modified the display hierarchy on the e‑commerce site and made such products easier to identify in stores. In March 2023, Carrefour Belgium supported the Veggie Challenge, a contest encouraging consumers to eat more plant‑based products for 20 days. Throughout March, Carrefour posted veggie recipes for customers on social media. In France, in partnership with the WWF, Carrefour France is promoting low‑carbon vegetarian recipes. These recipes are available at https:// www.carrefour.fr/recettes/manger‑durable. 144 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com CORPORATE SOCIAL RESPONSIBILITY AND PERFORMANCE Carrefour’s Duty of Care Plan RESULT (1) Sustainable ﬁshing: Percentage of controlled and national‑brand products from suppliers engaged in sustainable (3) practices : 2023: 57.1% 2022: 34.5% Change: +22.6 pts Percentage of sales of controlled ﬁshery and aquaculture products produced using sustainable practices : 2023: 60.9% 2022: 49.5% Change: +11.4% (4) RISK PREVENTION AND MITIGATION MEASURES IN PLACE Consumption of marine resources Biodiversity damage caused by the use of ocean resources and aquaculture: Carrefour has implemented sourcing rules for seafood products through a range of programmes. For example, Carrefour Quality Lines were created to encourage the adherence of aquaculture products to strict speciﬁcations. Certiﬁcation, such as AB, MSC and ASC, provides strict control of each step in the supply chain. And lastly, low‑impact ﬁshing techniques are promoted (no ﬁsh aggregating devices, angling, etc.), and certain protected species including turtles and sharks are prohibited from sale at Carrefour. Carrefour has therefore deﬁned an action plan based on ﬁve major challenges: ■ ■ ■ deployment of Carrefour’s Quality Lines (CQL): the Group is building its range of CQL products, which are selected and traceable back to the boat and/or farm community; CQL sourcing channels enable more demanding specifications to be developed in partnership with suppliers; suspended sourcing of sensitive species: for several years, Carrefour has gradually suspended the sale of sensitive species such as wild sturgeon, scabbardfish, red seabream and skate (non‑exhaustive list); less impactful fishing practices: Carrefour is in favour of applying the principle of precaution with regard to electric fishing. All Carrefour France suppliers have confirmed that they exclude the practice, for all fish sold in the fresh and frozen sections under the Carrefour brand. This means, for example, that Carrefour France sells several canned tuna items caught by alternative means such as pole ﬁshing and ﬁshing without the use of ﬁsh aggregating devices. In addition, “coastal products” campaign has been introduced to help promote small‑scale ﬁshing. Products from small‑scale coastal ﬁshing are indicated as such on in stores, based on compliance with speciﬁc technical criteria: ■ ■ more responsible aquaculture practices: in this regard, Carrefour prohibits the use of ingredients from illegal, unreported or unregulated fishing sources in all its Carrefour‑branded products; prohibits the GMOs in its CQL products; reduces (or even ends) the use of antibiotics in its CQL products; and is actively working on the feed given to farmed fish; Carrefour conducts compliance audits of its direct suppliers and expects them to require the same level of compliance from their own suppliers. These audits are carried out in accordance with strict standards (i.e., ICS, BSCI and SA 8000). If they fail to meet these standards, supplier countries risk being carded, which means their fish could be banned from the EU market. To combat illegal practices, Carrefour prohibits the use of fishing vessels from countries that have received a yellow or red card from the European Union. 1 2 3 4 5 6 7 8 9 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 145 2 CORPORATE SOCIAL RESPONSIBILITY AND PERFORMANCE Carrefour’s Duty of Care Plan RISK PREVENTION AND MITIGATION MEASURES IN PLACE Waste and poor waste management Carrefour generates a signiﬁcant volume of waste in its stores, logistics centres and throughout its supply chain. Similarly, food waste is a concern that spans the entire value chain (production, warehouses, stores and consumers). Managing store waste. Carrefour is targeting minimum waste production and the recovery of 100% of store waste by 2025. To reach this goal, in‑depth work is being carried out with the store teams to identify and instil best practices, and to analyse and resolve shortcomings. Carrefour is also working with waste management service providers to develop and improve recovery and reuse processes for each type of material. Reducing the impact of packaging. To reduce the impact of packaging, Carrefour is implementing an action plan with the following areas of focus: ■ ■ ■ eliminating and reducing the use of packaging at source; developing reusability solutions and transforming the customer experience, with bulk sales and packaging deposits; improving packaging recyclability in accordance with national recycling capabilities (e.g., the availability of sorting processes) and developing substitutes for hard‑to‑recycle plastics. RESULT (1) Percentage reduction in food waste from stores (5) : (vs. 2016) 2023: -35.7% 2022: -39.9% Change: +4.2 pts Number of meal equivalents of unsold products donated to food aid associations (in millions of meals): 2023: 48.7 2022: 45.7 Change: +3 Number of baskets sold (6) with TGTG : 2023: 3,904 2022: 3,437 Change: 13.6% Proportion of hypermarket and supermarket waste recovered: 2023: 69.8% 2022: 74.5% Change: -4.7% Cumulative reduction of packaging since 2017 (in tonnes): 2023: 20,738 2022: 16,390 Change: +26.5% Number of stores offering the Loop (7) service : 2023: 130 2022: 65 Change: +100% Percentage of Carrefour‑brand packaging that is reusable, recyclable or (8) compostable : 2023: 69% 2022: 57% Change: +12 pts Number of suppliers committed to the Food Transition Pact: 2023: 306 2022: 204 Change: 50% 146 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com CORPORATE SOCIAL RESPONSIBILITY AND PERFORMANCE Carrefour’s Duty of Care Plan RISK PREVENTION AND MITIGATION MEASURES IN PLACE Deforestation and contribution to land‑use change In 2022, the Group launched the SBTN (Science Based Target for Nature) Corporate Engagement Programme, which enabled it to perform initial mapping of its biodiversity impacts and dependencies, based on its activities. This mapping helped us hone in on certain commodities that have a greater impact on biodiversity than others. It should eventually serve as a basis for drafting an action plan based on science‑based targets. Maps of high‑risk raw materials are created and regularly updated. The Group has implemented speciﬁc raw material purchasing rules in concertation with the stakeholders (i.e., experts, NGOs, customers, suppliers, public authorities, etc.). Known as “CSR and Food Transition Procurement Rules”, they are regularly updated. Carrefour takes action in its supply chains by setting requirements for its direct suppliers and being involved at different levels in stakeholder coalitions (e.g.: Consumer Goods Forum, SoS Cerrado Manifesto, French Soy Manifesto). In 2023, speciﬁc action plans were put in place in connection with the new forestry plan (notably a programme for exiting areas at risk of deforestation as deﬁned in concert with stakeholders and deforestation experts in Brazil). The Group has made it a priority to address the following risks: Deforestation for conversion of land for agriculture: Carrefour has deﬁned speciﬁc purchasing rules for sensitive raw materials in its supply chain. ■ ■ ■ Carrefour has implemented a gradual action plan with Palm oil: its Carrefour‑brand product suppliers, based on RSPO certification, to protect this supply chain in all of the Group’s integrated countries. The first step involved requiring its suppliers to provide certified mass balance raw materials in 2020. Standards are now being tightened to the stricter segregated certification, which ensures full traceability from plantation to consumer by 2022. In addition, Carrefour substitutes palm oil in its own‑brand products when doing so improves the nutritional value of a product or to meet consumer expectations. Wood and paper: Carrefour has implemented a supply inspection system based on a risk analysis of production countries. Ten product categories that use the largest volumes of wood and paper are defined as priority. In these ten categories, different certification or guarantees are required depending on product origin (recycled, FSC certification, PEFC certification or specific audit). Soy: In order to reduce the impact of soy on forests and ecosystems, Carrefour acts on several fronts to heighten market standards, i.e., by focusing on its own supplies or working together with supply chain intermediaries and key stakeholders. In its own sourcing, the Group implements the following solutions: use of non‑GMO soy whose geographical origin is traceable and not affected by deforestation; development of local, non‑GMO soy channels; use of Proterra certification; development of vegetarian/vegan ranges through Carrefour Veggie products offering an alternative to animal proteins. (12) (13) RESULT (1) Palm oil: Percentage of palm oil used in Carrefour‑branded products that is fully traced (RSPO Segregated certiﬁed) 2023: 95.3% 2022: 83.7% Change: +11.6 pts (9) : Percentage of palm oil used in Carrefour‑branded products certiﬁed RSPO or equivalent 2023: 100% 2022: 99.9% Change: +0.1 pt (10) : Wood and paper: Percentage of Carrefour own‑brand products in ten priority categories sourced from sustainable forests 2023: 96.3% 2022: 90.7% Change: +5.6 pts (11) Soy: Percentage of Carrefour Quality Lines and other key Carrefour‑branded products that use zero‑deforestation soy as animal feed 2023: 21.7% 2022: 19.7% Change: +2.1 pts (14) : 1 2 3 4 5 6 7 8 9 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 147 2 CORPORATE SOCIAL RESPONSIBILITY AND PERFORMANCE Carrefour’s Duty of Care Plan RISK PREVENTION AND MITIGATION MEASURES IN PLACE ■ ■ Beef in Brazil: In 2022, Carrefour Brazil set up a Forest Committee and pledged to invest 10 million euros to combat deforestation. The Forest Committee brings together a variety of experts on combating deforestation in Brazil, whose role is to support Carrefour in defining its anti‑deforestation strategy, by identifying priorities for action and assessing the Group’s progress in meeting its objectives. The committee is also helping to define funding priorities for the investment in fighting against deforestation. Geo‑monitoring of Carrefour Brazil and Atacadão suppliers: To assess the compliance of ranches directly supplying its supplier slaughterhouses in Brazil, Carrefour is deploying its geo‑monitoring system to ensure that five priority procurement criteria are met. Supplies must not be sourced from production areas that are affected by deforestation, under environmental embargo, in conservation units, on land belonging to indigenous populations, or using illegal labour. In practical terms, the Group’s purchasing data are cross‑checked in the tool against official deforestation maps (in Amazonia and Cerrado), protected areas and indigenous lands. Carrefour involves its suppliers in its anti‑deforestation policy and ensures the compliance of products sold in stores. Carrefour works with its suppliers to identify any cases of cattle rancher non‑compliance and can take appropriate business decisions as needed. In addition to geo‑monitoring, Carrefour conducts investigations when alerts are received by stakeholders. In the event of non‑compliance by a supplier, Carrefour has defined a series of measures that include suspending supplies that do not offer the requisite guarantees and transparency. As part of a continuous improvement process, merchandise flows are being examined to assess the Group’s banning procedures. RESULT (1) Brazilian beef: Percentage of Brazilian beef suppliers that are geo‑monitored (system used to monitor farms that supply slaughterhouses directly) and comply with the Group’s forest policy or are committed to an ambitious anti‑deforestation policy: 2023: 100% 2022: 89.7% Change: +10.3 pts 148 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com CORPORATE SOCIAL RESPONSIBILITY AND PERFORMANCE Carrefour’s Duty of Care Plan RISK PREVENTION AND MITIGATION MEASURES IN PLACE Securing the engagement of large meat producers and reducing risks from indirect ranches: To underpin its policy, Carrefour Brazil has distributed a termo de compromisso (engagement letter) among its Brazilian beef suppliers inviting them to undertake a common commitment. This document describes the rules that suppliers should observe in their direct and indirect supply chain, the veriﬁcation process and the consequences of non‑compliance. Suppliers are asked individually to sign the agreement. In addition to this individual approach, Carrefour is taking collective action vis-à-vis beef producers, for example by supporting the establishment of a Beef Working Group as part of the Consumer Goods Forum. One of the objectives of this coalition is to leverage concrete, collective action to monitor indirect suppliers. Carrefour’s aim is to assess the capacity of slaughterhouses to implement solutions for controlling indirect suppliers. Carrefour Brazil is also working with the National Wildlife Federation to initiate traceability with two of its suppliers in the priority states of Mato Grosso and Pará. This is the only existing pilot project concerning indirect supplier traceability. ■ ■ Cocoa: Carrefour supports all its suppliers in meeting its objectives with a Cocoa Commitment Charter describing its standards, in particular with regards to deforestation prevention, traceability and transparency. The Group is also a founding partner of the CEMOI Transparence Cacao programme, which is helping to fight against deforestation while improving the living and working conditions of cocoa farmers. Textiles: The Group has set several targets to ensure that the textile fabrics and fibres used in its own‑brand products (e.g., lyocell, viscose) do not contribute to deforestation or harm animal welfare. In addition, in 2019, the Group joined the Fashion Pact, whose objectives, based on scientific criteria, focus on three areas of action: halting global warming, restoring ecosystems and protecting key species, and protecting the oceans. To help create international standards against deforestation and instil best practices, Carrefour has taken on the co‑leadership of the Consumer Goods Forum Forest Positive Coalition for Action and is a member of the working groups on palm oil, beef and soy. This platform aims to collectively mobilise suppliers to drive systemic change across supply chains. RESULT (1) Cocoa: Percentage of Carrefour‑branded chocolate bars that comply with our Sustainable Cocoa (15) Charter : 2023: 31.6% 2022: 31.4% Change: +0.3 pts Traceability and assessment of traders: Percentage of key traders assessed and making progress towards complying with our policy: 2023: 100% 2022: 100% Change: - Percentage of key traders making progress towards complying with our policy: 2023: 33% 2022: Assessed based on 2022 data Textiles: Percentage of natural raw materials for textiles that comply with our TEX sustainability policy 2023: 52.3% 2022: 46.4% Change: +5.8 pts (16) : Percentage of TEX products made with organic cotton: 2023: 20.6% 2022: 21% Change: -0.4 pts Percentage of wood‑based ﬁbres in our TEX products that are deforestation‑free: 2023: 96.3% 2022: 70.9% Change: +25.4 pts Percentage of wool in our TEX products that guarantees sheep welfare and protects soils and ecosystems: 2023: 58.7% 2022: 25.1% Change: +33.6 pts Percentage of cashmere used in our TEX products that guarantees goat welfare and comes from land that incorporates strategies to reduce desertiﬁcation: 2023: 100% 2022: 100% Change: 0 1 2 3 4 5 6 7 8 9 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 149 2 CORPORATE SOCIAL RESPONSIBILITY AND PERFORMANCE Carrefour’s Duty of Care Plan RISK PREVENTION AND MITIGATION MEASURES IN PLACE Microplastic emissions Plastics are used in many aspects of the business operations of both the Group and its suppliers, for example, in products, packaging (cups, trays, ﬁlms), shipping packaging and sales displays. For this reason, Carrefour has conducted a macro‑analysis of the impacts of plastic directly related to Carrefour’s operations in key stages of the supply chain, taking into account the treatment capacity in countries where the Group operates. The analysis showed that 90% of the plastic manufactured and then used for the Group's activities was associated with the products sold, and that 80% of this plastic came from packaging. This is why Carrefour has drawn up a speciﬁc action plan for plastic packaging which focuses on the following areas: ■ ■ ■ ■ ■ reducing plastic packaging in every store: In addition, the Group has analysed irritants encountered during the shopper experience in France and Spain. Based on the findings, priorities have been set to eliminate the use of plastics, such as organic product packaging, plastic fruit and vegetable wrapping, bakery and pastry packaging, and individual packaging; encouraging reuse: the Group has been a pioneer in deploying reusable packaging solutions, with several dozen stores already equipped in every format; facilitating collection and recycling: ecodesign initiatives are being rolled out in all countries to make packaging more easily recyclable; incorporating more recycled materials: improving the collection of packaging data in collaboration with suppliers: in 2022, the system developed and implemented in France for reporting data on the recyclability of own‑brand packaging was extended to Belgium, Romania and Brazil. In addition, a diagnosis was performed on a sample portion of the packaging used for Carrefour‑branded products marketed in France, which represented 45% of own‑brand sales in 2021. It estimated that by weight, plastic accounted for 40% of the sampled packaging, with glass, cellulose and metal making up the rest. The resins used included mainly PET, PE/PEBD/HDPE and PP, PS, laminates and PVC. RESULT (1) Reduction in packaging since 2017 (in tonnes) (17) : 2023: 20,738 2022: 16,930 Change: +26.5% Plastic packaging avoided since 2017 (in tonnes) 2023: 19,021 2022: 15,140 Change: +25.6% Percentage of Carrefour‑branded packaging made with recycled plastic 2023: 8.6% 2022: 7.7% Change: +0.9 pts (18) : Consumption of energy resources Energy efficiency: teams in Group host countries were issued a list of ﬁve priority actions and technology recommendations for their stores: doors for refrigeration units operating at 0°C to 8°C; electronic speed controllers; low‑consumption LED lighting; submetering systems; and phase‑out of high warming potential HFC refrigerants for cooling systems. In France, Carrefour has joined the signatories of the EcoWatt Charter, which offers actionable ways to lower electricity use during peak demand. Number of hypermarkets equipped with photovoltaic systems: 2023: 137 2022: 18 Change: +660% Use of renewable energy: In 2023, the Group stepped up the production of photovoltaic energy, with priority given to self‑consumption and injection into the grid. In 2023, 137 stores were equipped with photovoltaic systems. Carrefour is also strengthening its supply of electricity from renewable sources with the signing of four direct electricity purchase contracts in 2023. These agreements with Voltalia and VSB énergies nouvelles, which run for 15 years or more, provide long‑term visibility on the electricity purchase price and enable the company to obtain guarantees of origin for its production methods. They relate to solar and wind Burgundy‑Franche‑Comté, Auvergne‑Rhône‑Alpes and Occitanie. From 2024, they will produce 104,000 MWh/year, equivalent to the power consumption of 29 hypermarkets. Brittany, located power assets in 150 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com CORPORATE SOCIAL RESPONSIBILITY AND PERFORMANCE Carrefour’s Duty of Care Plan RESULT (1) Number of suppliers committed to the Food Transition Pact: 2023: 306 2022: 204 Change: +50% Number of organic farming producers (supported through sector‑based contractual arrangements) 2023: 4,997 2022: 3,637 Change: 37.4% (19) : Shopping malls certiﬁed to BREEAM In‑Use standards (as a % of asset value): 2023: 95.8% 2022: 94% Change: +1.8 pts RISK PREVENTION AND MITIGATION MEASURES IN PLACE Emissions of pollutants impacting living organisms and food resources The production of certain raw materials can have consequences for biodiversity, and the globalisation of supply chains makes it difficult to monitor and trace them. For this reason, Carrefour is offering more sustainable raw materials, in particular by developing organic farming and its Carrefour Quality Lines. Developing the organic offering: The Group offers its organic farming suppliers multi‑year contracts that commit to volumes or purchase prices and take account of production constraints. Carrefour also supports producers who are in the process of transitioning to organic farming through long‑term contracts – lasting three to ﬁve years – which secure their investments through intermediate pricing arrangements between conventional and organic farming prices and offset the impact of lower productivity on their income. These contracts are offered in particular in France and Romania. In 2023, Carrefour partnered with 4,997 organic producers. Developing agroecology via Carrefour Quality Lines: Carrefour has a unique tool for developing agroecology: the Carrefour Quality Lines. Each Carrefour Quality Line is a partnership between the Group and partner producers. In collaboration with these producers, Carrefour has drafted a rigorous charter speciﬁc to each production chain. These chains guarantee a product that is “fed on GMO‑free feed”, or “fed without antibiotics” or “grown without chemical treatment”, etc. In 2023, 28.4% of Carrefour Quality Lines were agroecological (compared with 6.5% in 2022). Through its Carrefour Quality Lines, the Group sets up multi‑year partnerships with a view to guaranteeing greater visibility and more opportunities for producers. Carrefour thus provides volume guarantees to take account of production requirements and limitations and/or price guarantees to ensure fair compensation for the producer and to ﬁnance the constraints of the Carrefour speciﬁcations. In 2023, 16,872 producers around the world partnered with Carrefour Quality Lines. Impact of Carrefour sites on biodiversity: BREEAM Construction certiﬁcation requires that buildings be designed and built with respect for the environment and occupant health and safety. The shopping mall renovation programme undertaken by the Carrefour group with the real‑estate companies Carmila and Carrefour Property speciﬁes the use of environmentally sound solutions. In addition, landscaping improvements are incorporated into renovated sites through planting local species. In addition, service stations managed by Carrefour are equipped with facilities designed to prevent environmental risks and odours. The Group constantly monitors the regulatory compliance of its facilities and closely tracks fuel inputs and outputs to control the risk of leakage. In 2020, a Biodiversity Charter was drawn up for all operational sites. It proposes solutions for developing biodiversity at shopping centres by leveraging four focus areas: improving knowledge of local biodiversity and managing green spaces; developing on‑site biodiversity; managing green spaces with an ecological mindset and limiting the impact of business operations on biodiversity; raising awareness, communicating and showcasing initiatives. ■ ■ ■ ■ Water consumption In‑store water consumption is monitored and optimised in order to limit the impact of activities on water resources. With regard to the real estate business of Carrefour Property and Carmila in France, Italy and Spain, the Group has introduced a sustainable construction policy aligned with BREEAM Construction certiﬁcation standards, to ensure that buildings are designed and built in line with a commitment to safeguarding the environment, occupant health and safety, and preserving biodiversity. Amount of water consumed (in millions of (20) : cu.m.) 2023: 8.2 2022: 12.2 Change: -32% UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 151 1 2 3 4 5 6 7 8 9 2 CORPORATE SOCIAL RESPONSIBILITY AND PERFORMANCE Carrefour’s Duty of Care Plan RISK PREVENTION AND MITIGATION MEASURES IN PLACE RESULT (1) Human rights Forced labour Illegal work Inadequate working conditions Carrefour recognises that promoting human rights is fundamental to conducting its business responsibly and over the long term. The purchasing rules provide a framework for the social and environmental compliance of purchases of controlled products. These products meet speciﬁcations deﬁned by Carrefour and are subject to speciﬁc quality control. The purchasing rules provide a framework for the social and environmental compliance of purchases of controlled products. These rules stipulate: ■ ■ ■ ■ that suppliers must sign a Commitment Charter (described below); the compliance process and rules for social audits of sectors at‑risk (see Section 2.2.4 Risk assessment measures); that the Group’s purchasing entities must appoint a person in charge of social and environmental compliance; an action plan to bring production phases and sensitive raw materials into compliance with specific purchasing rules. The commitment of suppliers of Carrefour‑brand products to human rights is reﬂected ﬁrst and foremost through their signature of a Supplier Commitment Charter, which is an integral part of all purchasing contracts in all Group host countries. This charter includes the provision of an ethics hotline, available 24/7 in all of the Group’s languages, via the internet or by phone. The charter is designed to ensure that Carrefour continues to uphold and comply with human rights: It reiterates Carrefour's Ethics Principles, which provide a set of guidelines for fair and transparent business practices, and shares these principles of action with suppliers. It also requires a commitment from suppliers to comply with the Group’s requirements on human rights, ethics and the environment set out in a total of nine chapters (prohibition of all forms of forced, bonded, debt‑bonded or penal labour, prohibition of child labour, freedom of association and effective recognition of the right to collective bargaining, prohibition of all forms of discrimination, harassment and violence, workers’ health and safety, decent wages, beneﬁts and conditions of employment, ethical working hours, and principles of ethics). The charter prohibits clandestine or undeclared subcontracting, and has a cascade effect by asking suppliers to demand the same social compliance standards of their own suppliers. Based on reciprocity, the charter does not allow Carrefour to impose any conditions on suppliers that would prevent them from complying with the charter. Moreover, Carrefour undertakes to support its suppliers as much as possible in implementing these social principles, speciﬁcally by deploying corrective measures in the event of non‑compliance. Percentage of audits with alerts (potential production plants) 2023: 19% 2022: 17% Change: +2 pts Of which alerts related to working hours: 2023: 23% 2022: 28% Change: -5 pts Number of social audits (active and potential production plants): 2023: 1,161 2022: 1,418 Change: -18.1% Number of plants screened with Sentinel: 2023: 4,000 2022: 3,873 Change: +3.3% Number of units screened using the Sentinel tool: 2023: 78 2022: 105 Change: -25.7% 152 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com CORPORATE SOCIAL RESPONSIBILITY AND PERFORMANCE Carrefour’s Duty of Care Plan RISK PREVENTION AND MITIGATION MEASURES IN PLACE RESULT (1) Special cases: Environmental and human rights violations caused by cotton production: cotton from Uzbekistan and Turkmenistan is banned by Group procedures. Carrefour created an organic cotton production line in the Madhya Pradesh region combining quality organic cotton, decent pay for producers and traceability starting from the seed. The Group aims to increase the proportion of organic cotton in its total supply, while raising the standards for conventional cotton. Carrefour also applies blockchain technology to certain TEX BIO textile products. Using a QR code, consumers can access information that tracks the product pathway from the organic cotton farm to the point of sale. ■ Human rights violations caused by textile production: local projects in high‑risk regions (own‑brand suppliers) include: incorporating environmental requirements into the Good Factory Standard; project with the Institute of Public and Environmental Affairs (IPE) to assess the environmental performance of production plants in China; Clean Water Project in Asia to prevent or counteract industrial pollution risks. ■ Monthly screening of the supply chain is carried out using the Sentinel tool via social media/internet, etc. ■ ■ Action plans for alerts in the Xinjiang region: The Carrefour group does not source any products directly in the Xinjiang region. Carrefour nevertheless monitors its sourcing to ensure compliant working conditions for all materials that may be produced in this region. In view of the risk of forced labour in the cotton supply chain, Carrefour requires all of its suppliers to be transparent about their supply chain and to be able to trace cotton back to its origin. Any dubious reports are investigated by asking the supplier for: supporting documents for the transaction, contracts, certificates of origin to prove that the origin of the cotton is not prohibited. ● ● ● UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 153 1 2 3 4 5 6 7 8 9 2 CORPORATE SOCIAL RESPONSIBILITY AND PERFORMANCE Carrefour’s Duty of Care Plan RISK PREVENTION AND MITIGATION MEASURES IN PLACE RESULT (1) Mapping of the Group’s supply chain and alerts received from various channels have led to the identiﬁcation of eight additional sources with suspicious links to Xinjiang Province. Alternatives have been found to replace them. In 2022, a third party was hired to carry out “on‑site” checks of these suppliers’ warehouses and spinning mills. These checks continued until the end of December 2022 to conﬁrm the suppliers’ declarations and ensure follow‑up. Carrefour has launched spinning mill inspections with its local teams, starting with key integrated suppliers. ■ Action plan relating to alerts in the Tamil Nadu region: collective work began in 2021 for this sourcing area in: ● ● ● classifying the Tamil Nadu region as “high‑risk” by local Global Sourcing teams in terms of social compliance and factory/importer management; mapping the spinning mills of the area in the “Sustainability Map” platform of the Initiative for Compliance and Sustainability (ICS) and evaluating their performance via an audit and a specific questionnaire, with priority given to key suppliers; implementation of a Worker Voice ethics hotline to ensure a whistleblowing system at the local level. In 2022, the Group rolled out an additional whistleblowing channel to give workers an opportunity to make reports anonymously. The new whistleblowing line was initially made available in the mills of our main suppliers and it may be extended to tier 1 suppliers if necessary. This practice, which goes beyond the scope of a social audit, is intended to identify risks upstream and to implement systematic corrective measures. For all production facilities in the Tamil Nadu region, issues related to social and environmental responsibility should be managed by local Carrefour Global Sourcing teams. It should be noted that spinning mills are particularly concerned by the problem and that an Indian supplier whose garment factory is located outside Tamil Nadu but who sources its yarn or material in Tamil Nadu must also be monitored by Carrefour’s local Global Sourcing teams. Human rights violations associated with fruit and vegetable production: Bananas: bananas are the most popular fruit sold in stores, but they are sensitive to the effects of climate change and the subject of widespread reports on human rights abuses. As the leader in organic, fair‑trade bananas in France, Carrefour works with its suppliers to develop this type of banana production in response to these challenges. The Group also launched two new French banana lines, one organic and one agroecological, featuring blockchain technology. These lines create direct and indirect jobs in the French Antilles and provide consumers with transparent information about the production process. Human rights violations in the supply of seafood products: in order to combat illegal practices and ensure better traceability, which helps prevent the risk of human rights violations, Carrefour has implemented a series of measures: ■ ■ ■ ■ ■ prohibit the use of vessels blacklisted for Illegal, Unreported, Unregulated (IUU) fishing, suspected of illegal activities, or flying the flag of a country subject to an EU yellow card; require the use of boats registered and authorised by regional fisheries management organisations (RFMOs); require boats to have an IMO or UVI registration number with the relevant authorities; require membership of the ISSF PVR programme, where possible; prohibit transshipment, unless managed in accordance with ISSF criteria; demand full traceability back to the fishing boat. ■ Carrefour ensures extensive traceability right back to the ﬁshing boat in the speciﬁcations of its European purchasing centre. The full list of boats authorised to supply the Group is provided in each suppliers' speciﬁcations. The Group checks that the boats are registered with the ISSF PVR programme (ProActive Vessel Register of the International Seafood Sustainability Foundation) and that they are not on the blacklists of IUU ﬁshing, etc.), suspected of illegal activity or ﬂagged to an EU yellow card country. To combat slavery, the Group prohibits transshipment. These criteria require boats to disembark regularly at the port for registration/port control. 154 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com CORPORATE SOCIAL RESPONSIBILITY AND PERFORMANCE Carrefour’s Duty of Care Plan RESULT (1) Percentage of audits with alerts (potential production plants) 2023: 19% 2022: 17% Change: +2% Of which alerts related to compensation, working conditions and beneﬁts: 2023: 21% 2022: 24% Change: -3 pts Percentage of women among Executive Directors (top 200) 2023: 28.8% 2022: 25.7% Change: 3.1 pts (21) : Percentage of management positions held by women 2023: 42.6% 2022: 42.3% Change: +0.3 pts (22) : Percentage of employees recognised (23) : as having a disability 2023: 4.3% 2022: 3.7% Change: +0.6 pts RISK PREVENTION AND MITIGATION MEASURES IN PLACE Failure to pay decent wages Unequal treatment and discrimination In this regard, Carrefour is committed to constantly improving working conditions and protecting human rights and the environment among its suppliers, as set out in its Commitment Charter on human rights. In particular, Carrefour pledges in the charter to provide workers with satisfactory compensation to meet their basic needs and those of their family members who depend directly on them. Carrefour’s Commitment Charter includes a decent wage commitment (item 6). It states that “wages and other compensation for regular working hours should cover the basic needs of workers and their families and leave them with some discretionary income” (item 6.3). In relation to decent wages, Carrefour’s purchasing rules include audits on compliance with the minimum wage, legal overtime pay requirements and freedom of association. Speciﬁc roadmaps covering these three themes were deﬁned at the local level. The social performance of suppliers is regularly monitored and checked through social audits. Corrective action plans are systematically implemented and progress monitored over time. In addition to social audits, Carrefour develops local projects to meet the speciﬁc needs of its suppliers. More than 80% of cases of non‑compliance identiﬁed in plants in high‑risk countries each year relate to the following three categories: “compensation, beneﬁts and conditions”, “health and safety” and “working hours”. In 2023, the Group launched a decent wage survey among its employees across the three integrated countries. In all countries where it operates, the Group embraces equal opportunity, promotes diversity and prohibits all forms of discrimination – a policy that sets it apart from its peers. The Group is involved in practical initiatives, including Group and nationwide agreements entered into with unions, programmes developed under the aegis of international organisations, and cooperation in the ﬁeld with NGOs in most Group countries. Along with the trade unions, the Group has signed an agreement regarding gender equality in the workplace across France, in a commitment to facilitating the career development of women. The Group is also committed to diversity and inclusion and has joined the signatories of the Charter of L’Autre Cercle, a non‑proﬁt that advocates for the inclusion of LGBT+ people in the workplace. The Group also created an Engagement department to execute the Group’s social responsibility vision, including a Diversity and Inclusion section. The Group established a Diversity Policy which has been deployed in all the Group’s integrated countries. Inclusion and diversity in Brazil: Respect for all people is one of the guiding principles of the Carrefour Brazil community. By respecting diversity and fostering peaceful coexistence, the Group endeavours to establish quality relationships with all stakeholders (employees, customers, service providers, suppliers, representatives or third parties), regardless of their differences. These principles are set out in the Code of Ethics and the Group’s Diversity Policy published in 2023. To reinforce and ensure compliance with these principles, the Group has created a diversity and inclusion platform. As part of the platform, a Strategic Diversity Committee and a Steering Committee on diversity and affinity groups have been set up. These employee‑led committees foster debate on policies and actions for greater inclusion and visibility of minority groups within the organisation. Four main topics are discussed during monthly meetings: race, gender, sexual orientation and disability. Speciﬁc measures have been taken to promote human diversity and inclusion: ■ ■ a zero tolerance policy on racism and discrimination on the basis of race and ethnicity, community of origin, social class, gender, sexual orientation, age, disability or religion, throughout the Carrefour Brazil group and its supply chain. An anti‑racism clause will be included in all supplier contracts and proven failure to comply will result in termination of the contract; clear, visible and permanent implementation of a zero tolerance policy against all forms of discrimination, with training for all employees in all Carrefour units; 1 2 3 4 5 6 7 8 9 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 155 2 CORPORATE SOCIAL RESPONSIBILITY AND PERFORMANCE Carrefour’s Duty of Care Plan RISK PREVENTION AND MITIGATION MEASURES IN PLACE RESULT (1) Unequal treatment and discrimination ■ ■ ■ ■ a differentiated skills training program every year for 100 Black men and women to accelerate their careers within Carrefour and speed their access to management positions. Annual training and career development targets will be set for Black employees within the different Carrefour units, including specific targets for management positions. Specific measures will also be put in place for hiring Black health and psychology professionals to support the development of Black trainees, apprentices and people in leadership positions; support for educational institutions throughout the country for the vocational training of young Black men and women. Carrefour Brazil has invested in three impact areas – education, jobs and entrepreneurship – for the Black population, especially women and young people; recruitment of approximately 20,000 new employees per year on a gross basis, respecting the racial representation of the population of each state in the country, but with a minimum percentage of 50% Black people among new hires. Carrefour will also support racial literacy to ensure that the Brazilian population census is correctly implemented; introduction of a digital platform for reporting, with guaranteed anonymity, domestic violence or racist acts against women on the website and Carrefour apps for subsequent referral to the competent entities. To best achieve all these objectives, Carrefour Brazil has established strong partnerships and made trusted contacts. In particular, Carrefour Brazil has taken part in job fairs conducted by the Zumbi dos Palmares University, which aim to attract Black professionals, both women and men, to the job market. The Group also has partnerships with institutions that help Black applicants ﬁnd jobs, such as Empregue Afro. Internally, the recruitment teams frequently organise internship programme workshops focused on removing barriers that prevent the hiring of certain categories of people. 156 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com CORPORATE SOCIAL RESPONSIBILITY AND PERFORMANCE Carrefour’s Duty of Care Plan RISK PREVENTION AND MITIGATION MEASURES IN PLACE RESULT (1) Health and safety Occupational health and safety risks All of the Carrefour group's host countries have an action plan on health, safety and quality of life in the workplace. Accordingly, each country has undertaken to implement and manage an action plan for health and safety at work, aimed above all at preventing workplace accidents and occupational illnesses. At Carrefour: Workplace accidents and occupational illnesses: compliance with existing regulations, anticipation of changes in regulatory requirements, implementation of strict procedures, preventive training on subjects such as in‑store safety, posture and movements, employee awareness campaigns, etc. In France, a dedicated body for workplace health and safety has existed since 2012 and a Health and Quality of Life in the workplace agreement has been signed. A Workplace Health and Safety management training programme has been set up for site managers, the Es@nté tool promotes the occupational risk prevention approach and facilitates administrative management of workplace accidents and occupational illnesses, and the Wittyﬁt tool focuses on psychosocial risk prevention. Prevention of musculoskeletal disorders: massive investment in handling assistance equipment (automatic pallet wrapping machines, stocking carts, etc.), in‑depth studies on workstation ergonomics, alterations to furniture, and gym sessions to prepare employees before they start work. Prevention of stress and psychosocial risks: stress management training and free hotlines and remote psychological support, etc. In France, employees have had toll‑free access to a support line since 2015. Within the value chain: Social audit for plants located in high‑risk or at‑risk countries: this audit is compliant with ICS or BSCI standards. The audit must be performed by an external service provider in accordance with one of the above‑mentioned standards, with a required rating of A or B grade (C, D and E ratings do not qualify). See Section 2.2.3 Assessment measures. Special requirements for Bangladesh: suppliers must be part of the Accord group to be listed. The Accord group brings together brands and organises the additional safety inspections that are mandatory for any supplier seeking to be listed. Workplace accident frequency rate (number of accidents/millions of hours worked) 2023: 31.4% 2022: 25.3% Change: +6.1 pts (24) : Workplace accident severity rate (number of days absent due to workplace accident/ (25) : 1,000 work hours) 2023: 2.1% 2022: 1% Change: +1.1 pt Percentage of audits with alerts (potential production plants): 2023: 19% 2022: 17% Change: +2 pts Of which alerts related to health and safety: 2023: 41% 2022: 30% Change: +11% Number of social audits (active and potential production plants): 2023: 1,161 2022: 1,418 Change: -18.1% 1 2 3 4 5 6 7 8 9 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 157 2 CORPORATE SOCIAL RESPONSIBILITY AND PERFORMANCE Carrefour’s Duty of Care Plan RISK PREVENTION AND MITIGATION MEASURES IN PLACE RESULT (1) Health and safety Consumer health and safety violations due to quality, compliance or product safety failure Carrefour implements a series of requirements and procedures to guarantee the quality and compliance of the products it sells. Carrefour’s control plans also include consumer focus groups and warehouse and in‑store checks of product freshness and origin. Crisis management, alert and product recall: For example, to make sure that non‑compliant products cannot reach the end consumer, online information platforms have been developed to help the relevant supplier provide the data required for product recall. The platforms are also used to identify and warn the warehouses and stores likely to have received batches of non‑compliant products, for more effective recall. As a further precaution, the EAN barcode of recalled products is also blocked at checkout. Carrefour has an alert system called AlertNet to inform all stores as quickly as possible if they must withdraw or recall a product. The system is available online at all times and access is free for suppliers. In the event of an alert, Carrefour immediately withdraws the products concerned. Veriﬁcation of effective withdrawal proceeds within 24 hours, and feedback on the product quantities concerned follows within three working days of the withdrawal order. In 2023, this system will be deployed in ﬁve of the Group's integrated countries. Control plans for controlled products: Controlled products include products marketed under Carrefour group brands as well as products imported by Carrefour from third‑party countries which comply with speciﬁcations deﬁned by Carrefour. Certiﬁed products are analysed for quality, performance and compliance. Carrefour has commissioned an independent laboratory to conduct analyses and, in some cases, additional product tests to ensure compliance. To ensure that products meet consumer expectations, tests may also be conducted with consumer panels or by experts. Monitoring commissioned by Carrefour complements the supplier’s own monitoring plan, with the primary aim of regularly verifying the compliance of own‑brand products with applicable laws and speciﬁc provisions integrated into the CGF of controlled products. Analysis takes many factors into account, including the identiﬁcation of dangers and their characteristics, exposure assessment, risk characterisation, control measures, degree of certainty, population sensitivity and probability of occurrence. Quality procedures and policies: Carrefour works to ensure the quality and safety of its own‑brand products in all of the Group’s host countries, operating a ﬁve‑pronged policy: supplier compliance with product quality standards, product speciﬁcations, quality control plans and customer opinion surveys, in‑house expertise, and traceability and data tracking. Geo‑monitoring and regional surveillance: To ensure that its beef supplies distributed in Brazil do not contribute to deforestation, Carrefour makes use of a geo‑monitoring tool. Satellite surveillance of breeding pastures makes it possible to reduce the risk of destruction to the Amazon rain forest and biodiversity, and also prevent the use of land belonging to indigenous tribes. Monitoring an entire host region in this way helps to control the sourcing of beef sold in Brazil. Carrefour is studying the use of these tools for other types of commodities. Where certiﬁcation results in an a posteriori guarantee, geo‑monitoring veriﬁes real‑time compliance with the speciﬁcations deﬁned by Carrefour. 158 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com CORPORATE SOCIAL RESPONSIBILITY AND PERFORMANCE Carrefour’s Duty of Care Plan (1) (2) (3) (4) (5) (6) (7) (8) (9) (10) (11) (12) (13) (14) (15) (16) (17) (18) (19) (20) (21) (22) (23) (24) (25) The coverage rates are identical to the coverage rates given above in the numerous tables provided for that purpose. Scope: 95% of 2023 consolidated net sales. Non‑comparable BUs (BR, ES organic, IT organic excl. in 2023; BR incl., excluding partners from other approaches in 2022). Responsible fishing: fishing of abundant species with techniques that have the lowest impact on ecosystems while supporting local fishing. Scope: 87% of 2023 consolidated net sales. Non‑comparable BUs (ES, BR AT, BR SAMS excl. in 2023; BR excl. in 2022). Scope: 62% of 2023 consolidated net sales. Non‑comparable BUs (FR, ES, AR excl. in 2023; BR C excl. in 2022). Scope: 72% of 2023 consolidated net sales. Non‑comparable BUs (BE, BR AT, BR SAMS excl. in 2023; ES (SM, CO) excl. in 2022). The scope of the 2016 baseline excludes BE, BR AT and BR SAMS. Warehouses are included for RO. The Grupo BIG stores were consolidated in 2023. Scope: 97% of 2023 consolidated net sales. Non‑comparable BUs (IT (SM, CO, CC), ES (CO) excl. in 2023; BE (HM, SM), IT (CO, CC), ES (CO), RO (CO), BRC (CO) excl. in 2022). In France. Scope: 100% of 2023 consolidated net sales. Non‑comparable BUs (ES, IT, PL and AR excl. in 2022). Scope: 100% of 2023 consolidated net sales. Comparable BUs. Palm oil derivatives used in household, perfume and hygiene products are not included in this indicator due to a lack of traceability. Segregated RSPO certification guarantees that products made from RSPO‑certified oil palm come exclusively from RSPO‑certified plantations, but without it being possible to identify those plantations. Mass Balance certification allows certified claims to be transferred from an RSPO product to a conventionally grown product. This can be done either physically, by blending the two products, or administratively. Scope: 100% of 2023 consolidated net sales. Comparable BUs. The certifications recognised here are POIG, RSPO IP, RSPO Segregated and RSPO Mass Balance. Palm oil derivatives used in household, perfume and hygiene products are not included in this indicator due to a lack of traceability. Scope: 100% of 2023 consolidated net sales. Comparable BUs. Forest Stewardship Council. Programme for the Endorsement of Forest Certification. Scope: 95% of 2023 consolidated net sales. Non‑comparable BUs (BR C excl. in 2023; AR, BR C, IT excl. in 2022). Cocoa (paste) is considered to be sustainable and traceable, guaranteeing zero deforestation, fair compensation for producers and the absence of child labour. Scope: BE, ES, FR, IT. Comparable BUs. 100% of 2023 consolidated net sales. Textile sector with ambitious targets for the sustainability of materials, reduction of environmental impacts and supply chain transparency. Composting not monitored to date. Scope: 100% of 2023 consolidated gross sales. Non‑comparable BUs (ES, IT, PL and AR excl. in 2022). Scope: 96% of 2023 consolidated gross sales. Non‑comparable BUs (BE excl. in 2023; BE, ES, IT, PL, AR excl. in 2022). Scope: 86% of 2023 consolidated net sales. Non‑comparable BUs (ES, IT, BE, BR excl. in 2023). Scope: 68% of 2023 consolidated net sales. Non‑comparable BUs (BR excl. in 2023). Scope: 100% of 2023 consolidated net sales. Scope: 100% of 2023 consolidated net sales. Scope: 100% of 2023 consolidated net sales. Scope: 89.6% of 2023 consolidated net sales. Excluding BRAT + BR. Scope: 89.6% of 2023 consolidated net sales. Excluding BRAT + BR. 1 2 3 4 5 6 7 8 9 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 159 2 CORPORATE SOCIAL RESPONSIBILITY AND PERFORMANCE Carrefour’s Duty of Care Plan 2.2.6 WHISTLEBLOWING FACILITIES 2.2.6.1 Description of whistleblowing facilities In 2023, the Group strengthened its policies and prioritised actions to be taken based on reported alerts. Carrefour’s partners and employees are all permanent conduits for raising the alert when necessary. Reported alerts are divided into the following categories: trade union dialogue; the ethics hotline, accessible to all employees and partners; stakeholder dialogue and publications mentioning Carrefour; alerts raised within the Food Transition Committee. ■ ■ ■ ■ Alerts are analysed by various Group bodies depending on their origin and processed by the relevant departments. Several internally deﬁned criteria are applied to prioritise alerts and incident risks. Investigations are then conducted based on the level of risk. Alerts or incidents identiﬁed via the trade union dialogue. A dispute management procedure is incorporated in the UNI Global Union agreement. The procedure should be followed if a dispute between a Carrefour entity and UNI Global Union relating to the interpretation or application of the agreement cannot be settled through dialogue. If breaches are conﬁrmed, UNI Global Union and its affiliated trade unions ensure that the situation is promptly remedied and that appropriate action is taken as required by the situation. Country Argentina Belgium Brazil China France Italy Poland Romania Spain Cambodia Hong Kong India Turkey Vietnam The ethics hotline, accessible to all employees and partners. In line with France’s Duty of Care law, Carrefour has deployed whistleblowing and warning systems for reporting ethics risks or suspected violations, designed its representative trade unions. In this way, any Group employee, supplier or service provider can conﬁdentially report situations or behaviour that contravene Carrefour’s ethical principles. The whistleblowing system is therefore one of the tools promoted under the agreement between Carrefour and UNI Global Union. in cooperation with Conﬁdentiality is assured at all stages of the process and Carrefour has pledged not to take any disciplinary action against an employee who reports an ethics issue in good faith. The system helps Carrefour to prevent serious breaches of its Principles of Ethics and to take the necessary measures when a breach does take place. identiﬁed by All alerts the Compliance departments are processed and investigated, provided that a sufficient amount of information is available. The country Ethics and Compliance managers are responsible for relaying alerts to the appropriate departments, depending on their nature. For example, alerts related to fraud or theft are handled by the Security departments, those related to corruption are processed by the Compliance departments and alerts related to employee health and safety or discrimination are handled by Human Resources. For serious alerts, the handling of the alert is overseen by the Country Ethics Committees. http://ethics.carrefour.com/ Phone Step 1 Phone Step 2 0 800 444 4744 0 800 100 10 855 409 0182 0 800 892 0708 400 601 365 2 0 800 90 85 62 800 78 32 10 00 800 151 0163 800 400 836 900 814 793 1 800 209 354 800 96 1 764 000 117 855 409 0182 0 811 288 0001 855 409 0182 1 228 0288 or 1 201 0288 855 409 0182 160 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com CORPORATE SOCIAL RESPONSIBILITY AND PERFORMANCE Carrefour’s Duty of Care Plan Governance of the ethics hotline: The ethics hotline is managed by the Carrefour group’s Ethics and Compliance department, which collects and processes alerts, either directly or through the Country/Business Line Ethics and Compliance departments. All alerts are transferred to the Group Ethics and Compliance department and the Group Security department. The Country/Business Line or Group Ethics and Compliance Committee: where competent, this committee oversees the handling of whistleblowing within its area of responsibility. It ensures these alerts are handled properly and comprehensively. that A designated officer is assigned to each alert. The officer’s role is to: ■ deal with reports received through the Carrefour ethics hotline; coordinate the actions of the people likely to be involved in handling the report, and where appropriate ensure that there is no conflict of interest; ensure the throughout the report processing; information gathered remains confidential liaise, where necessary, with relevant Ethics & Compliance Committee or, in the case of human resources issues (harassment, discrimination, health & safety, etc.), with the relevant internal bodies; the be the contact person for the person reporting the incident. ■ ■ ■ ■ The number of people responsible for handling alerts is limited and they are subject to a strict conﬁdentiality requirement. They have been trained to handle reports and conduct internal investigations, and have been made aware of the requirements for protecting personal data. Stakeholder dialogue, publications mentioning the Carrefour group and alerts handled by the Food Transition Committee. The Group has set up a task force to identify and deal with the different alerts related to CSR and duty of care. The task force is in charge of investigating reported alerts and making sure that the most appropriate corrective action plans are implemented if a breach is conﬁrmed. The alerts are identiﬁed by the task force either through stakeholder dialogue or through monitoring of publications mentioning the Carrefour group (thematic rankings, reports, press articles) and industry‑related alerts. Task force members monitor any changes in these alerts. Following the identiﬁcation of an alert, the relevant functions are tasked with conducting an investigation, deﬁning an appropriate response and specifying any action plans or processes to be put in place to mitigate the risk. The Duty of Care Plan is regularly monitored by the various governance bodies (see Section 2.2.1 Governance of the Duty of Care Plan). 2.2.6.2 Types of alerts Alerts reported through the ethics hotline. In 2023, 5,361 alerts were received, most of which were reported through the local whistleblowing channels (92.6%). The remaining alerts were reported via hierarchical channels, e‑mail or post. Alerts by category in 2023 Percentage of alerts received Human resources (other than discrimination and harassment) Other Theft, fraud and misappropriation of funds Discrimination or harassment Corruption and conﬂict of interest Health and safety Antitrust and unfair trade practices Environmental issues TOTAL 62.9% (1) 13.6% (2) 13.1% 7.9% 1.2% 1.1% 0.1% 0.1% 100% (1) (2) Do not represent breaches of the Group’s Principles of Ethics. Alerts not within the scope of the categories in the table above, and which do not concern human rights or accountability, for which the percentage of alerts received is 0%. Do not concern the consolidated scope or referred to customer services. 1 2 3 4 5 6 7 8 9 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 161 2 CORPORATE SOCIAL RESPONSIBILITY AND PERFORMANCE Carrefour’s Duty of Care Plan FIGURE 5: BREAKDOWN BY CATEGORY OF ALERTS HANDLED BY THE COMMITTEE ON PURCHASING RULES FOR THE FOOD TRANSITION Human rights 15.2% Waste and poor waste management 3% Pollutant emissions 3% Unequal treatment 6.1% Animal well-being 15.2% Plastics 9.1% Contribution to climate change 6.1% Consumer health 3% Marine resources 12.1% Deforestation 27.3% In 2023, the main alert categories most often handled by the Committee on Purchasing Rules for the Food Transition concerned deforestation, human rights, animal welfare and consumption of marine resources. 2.2.7 MONITORING SYSTEM FOR MEASURES IMPLEMENTED France’s duty of care law requires companies to set up a system to track the measures they have taken and assess their effectiveness. Qualitative monitoring Qualitative monitoring of company measures is carried out regularly through interviews with the operational business teams, informed by alerts reported via the various channels and an annual questionnaire sent to the Group’s eight integrated countries. Quantitative monitoring Carrefour has indicators in place on human health and safety, human rights and the environment. Collected using the Group’s reporting tools, audits and other mechanisms, these indicators are used to evaluate the relevance and effectiveness of company measures. See 2.2.4.2 Prevention and mitigation measures in place. 2.2.8 REPORT ON THE 2023 DUTY OF CARE PLAN 2.2.8.1 Main measures implemented in 2023 TYPES OF RISKS MEASURES IMPLEMENTED IN 2023 Risks of environmental damage Upstream greenhouse gas emissions Consumption of marine resources Waste and poor waste management In 2023, Carrefour formed a coalition with seven major manufacturers (Danone, Unilever, Bel, Andros, Bonduelle, Nutrition & Santé and Savencia), who committed to achieving 3 billion euros in sales from plant‑based meat alternatives by 2026, through a series of joint actions. In 2023, a stakeholder panel was organised, bringing together around 60 internal staff, suppliers, banks and insurance companies, non‑proﬁts and consumers to work collectively on the “Agriculture and Climate” strategy. In 2023, Carrefour received an LSA award for expanding its Carrefour Bio brand offering of organic and French pulses with white beans. In May 2023, an analysis of the pressures and impacts on ﬁshery products was carried out. Its aim was to thoroughly identify the biodiversity impacts associated with the ﬁsh products sold by Carrefour. This involved documenting the types of pressure in question, their location and the players involved, as well as comparing the different methods of capture and identifying possible courses of action to mitigate the impacts. In 2023, Carrefour deployed DEAVA, an application to help manage expiry dates. It allows you to list perishable products, quickly check the list of short‑dated products, suggest a promotion rate and create short‑date labels. DEAVA reduced shrinkage by 15% in 2023. As part of its partnership with the Paris 2024 Olympic and Paralympic Games, Carrefour is supporting Procter & Gamble and Paris 2024 in the manufacture of the podiums by organising an event in Montesson with its customers to collect rubbish abandoned in nature. 162 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com CORPORATE SOCIAL RESPONSIBILITY AND PERFORMANCE Carrefour’s Duty of Care Plan TYPES OF RISKS MEASURES IMPLEMENTED IN 2023 Deforestation and land‑use change In May 2023, the Group joined the SBTN’s Target Setting Group: Carrefour is one of 17 global companies to have joined this working group on biodiversity preservation, due to set their ﬁrst targets in the ﬁrst half of 2024. In 2023, the Group invested 10 million euros in six projects to preserve Brazilian biomes. The majority of these projects will last three years, and four have already been launched. Microplastic emissions As part of the process to redeﬁne Carrefour’s objectives on plastics, a consultation was organised on December 18, 2023, in the presence of the Carrefour group’s Director of Engagement. This event brought together the Group’s internal teams, as well as NGOs, experts, suppliers, customers and investors to deﬁne a compelling ambition for the Group. Consumption of energy resources Emissions of pollutants impacting living organisms and food resources Water consumption Carrefour aims to secure its supply of renewable electricity and in 2023 approached Voltalia to sign a power purchase agreement (PPA). The agreement took effect on January 1, 2024 and will run for 17 years. In 2023, Carrefour passed the milestone of 100 EV charging stations, making it the leading network of charging stations in France, with more than 850 charging points across the country, half of them high‑power (up to 300kW). Carrefour is also rolling out hydrogen stations in the Greater Paris region through a partnership between Carrefour and HysetCo. Five distribution stations are to be deployed in the Greater Paris region by summer 2024 under the partnership. In 2023, Carrefour and Uber also announced a partnership to improve the accessibility, cost and experience of recharging electric vehicles for VTC drivers. who will enjoy preferential rates on the Carrefour Energies network from January 2024 in France. In May 2023, the Group joined the SBTN’s Target Setting Group: Carrefour is one of 17 global companies to have joined this working group on biodiversity preservation, due to set their ﬁrst targets in the ﬁrst half of 2024. Carrefour adopted a new energy sobriety plan in 2023: Carrefour is committed to water efficiency, with a target of reducing water consumption in its French stores by 10% by 2025. Risk of human rights violations Inadequate working conditions Forced labour Illegal work In 2023, the Group completed its new human rights map for its own operations. The map highlights the human rights risks that are inherent in its operations. The Group has continued to deploy its various whistleblowing mechanisms in supply chains at risk of human rights violations. The Sentinel and Worker Voice tools have helped to increase the number of alerts and anticipate potential violations. Failure to pay decent wages In 2023, the Group launched a survey on decent wages for Group employees in three of its integrated countries. Unequal treatment and discrimination To mark Pride Month in June 2023, the Carrefour group announced an unprecedented partnership with the Le Refuge Foundation. This involves: ■ ■ ■ support from the Foundation for young LGBT+ people in their search for employment, consisting of job presentations, store visits, workshops to help them write CVs and cover letters, job search assistance and e‑reputation awareness‑raising. They also organise mock interviews and career discovery courses and facilitate access to employment, giving focused attention to applications at Carrefour from young people supported by Le Refuge; a welcome kit given to beneficiaries of the Le Refuge Foundation, including basic hygiene products; a bi‑annual non‑food donation that includes bed linen, crockery, clothes, suitcases and small electrical appliances; financial support for the Foundation’s initiatives. ■ In 2023, Carrefour announced the launch of an international “Disability Innovation Challenge” that will run until May 19 under the patronage of Geneviève Darrieussecq, Minister of State for Solidarity, Autonomy and People for Disabilities, responsible for the People with Disabilities. Companies from all over the world wishing to present their innovations for a more inclusive society will be able to register on a dedicated platform to be selected by a panel of leading ﬁgures committed to the inclusion of people with disabilities. Carrefour has announced its support for the French Paralympic and Sports Committee via its ESMS & Clubs programme, which helps to develop athletics for people with disabilities throughout France. Carrefour has reaffirmed its commitment to people with autism spectrum disorders. Carrefour has installed a store map on its trolley bars to make it easier for people with physical or mental disabilities to ﬁnd their way around. 1 2 3 4 5 6 7 8 9 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 163 2 CORPORATE SOCIAL RESPONSIBILITY AND PERFORMANCE Carrefour’s Duty of Care Plan TYPES OF RISKS MEASURES IMPLEMENTED IN 2023 Risks to the health and safety of people Occupational health and safety risks Carrefour has put in place a reinforced social protection system which includes: ■ ■ ■ 12 days’ authorised sick leave per year for women suffering from endometriosis and who have a document certifying their disability recognised by the company (Reconnaissance de la Qualité de Travailleur Handicapé – RQTH), inclusion card or disability certificate issued by the French social security agency, CPAM); 3 days’ authorised sick leave following a miscarriage; 1 day’s leave for women undergoing assisted reproduction treatment, at the time of an embryo transfer, in addition to the legal provisions in force. These days of leave, which until now required doctor’s notes and could result in up to several days’ absence, will now be supported and ﬁnanced by Carrefour France for all its women employees. 164 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com CORPORATE SOCIAL RESPONSIBILITY AND PERFORMANCE Carrefour’s Duty of Care Plan 2.2.8.2 Review of alerts received in 2023 RISKS COVERED Biodiversity MANIFESTATION OF RISK OR ALERTS IDENTIFIED IN 2023 DATE Presence of pesticides in cereal production May 4, 2023 Biodiversity Deforestation in Brazil due to soy farming June 2, 2023 ADDITIONAL MEASURES IN 2023 AND DEVELOPMENT OF EXISTING ACTION PLANS A report issued by the NGO, Foodwatch, raised an alert about the presence of pesticides in cereal production and highlighted the impact this could have on the environment and human health. Carrefour reaffirms that the objective of the Carrefour Quality Lines is to encourage fruit growing and vegetable farming processes that do not use synthetic chemical pesticides, while maintaining the level of agricultural output. Pilot tests have been set up to help each line meet this objective. The overall approach is iterative and progressive: as soon as a type of pesticide is eliminated, the line concerned is promoted through the Carrefour Quality Lines system. As at December 31, 2023, four Carrefour Quality Lines had launched a process for reducing the use of synthetic chemical pesticides: ■ ■ The durum wheat line, via an initiative launched in 2014 in partnership with Alpina Savoie, for the wheat used to make pasta and couscous. The wheat is grown without synthetic insecticides from farm to fork (including storage). Consumers are informed directly about this on the packaging through a corresponding agroecology statement. The soft wheat, rye and spelt lines, in a project launched in 2021 in partnership with Moulin Degrange for the ingredients used to make baguettes in Carrefour stores. Pilot tests to eliminate the use of pesticides are currently being carried out with the producers’ cooperative, co‑financed by Carrefour. To date, the two years of tests have not been conclusive, and the Group is working on a new protocol for 2024. Mighty Earth alerted the Group about cases of deforestation related to soy farming in the Cerrado involving the Bunge group. Carrefour launched an investigation into this case. The Group has put in place guarantees concerning the sourcing of raw materials used in Carrefour products (signature of France’s Soy Manifesto for almost all Carrefour‑branded products concerned, and implementation of zero‑deforestation guarantees for 21.7% of volumes vs. 19.7% in 2022). These measures are in line with the Group’s objective that all Carrefour Quality Lines and key Carrefour‑branded products will be using deforestation‑free soy for livestock feed by 2025. Carrefour also publishes a list of the main soy traders linked to its supplies of Carrefour‑branded animal products sold in France (see the Group’s report on combating deforestation). In addition to the actions and measures it is carrying out in relation to the raw materials used in its products, the Group ﬁrmly believes that soy traders need to play their part in ﬁghting deforestation. Carrefour therefore assesses the practices of the traders in its supply chains. The Group also takes part in various collective initiatives aimed at making these types of assessments available to all market players in order to guide them in their procurement decisions. 1 2 3 4 5 6 7 8 9 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 165 2 CORPORATE SOCIAL RESPONSIBILITY AND PERFORMANCE Carrefour’s Duty of Care Plan RISKS COVERED MANIFESTATION OF RISK OR ALERTS IDENTIFIED IN 2023 DATE ADDITIONAL MEASURES IN 2023 AND DEVELOPMENT OF EXISTING ACTION PLANS Biodiversity Deforestation in Brazil Human rights/ Health and safety Human rights at pineapple farms in Kenya September 9, 2023 The magazine, Repórter Brasil, reported that Frialto Meatpacker had bought cattle from Bruno Heller, a cattle rancher who has been arrested for appropriating public land and “fraudulent fragmentation” of land. Bruno Heller is also accused of illegally setting ﬁre to 1,218 hectares of indigenous vegetation without authorisation and of appropriating indigenous land in the state of Para. Following the alert raised by Repórter Brasil, Carrefour Brazil immediately launched an investigation. No farm belonging to Bruno Heller or any other person with the same surname (including Tatiana Heller or others) appears on the list of farms that supply the group. Carrefour Brazil carried out its investigation based on the information available in the database of the 33,000 geo‑monitored farms that supply Carrefour in Brazil, as well as on interviews with Frialto, which supplies less than 1% of the meat sold by Carrefour Brazil. In 2022, Carrefour reaffirmed and stepped up its commitments to combating deforestation, and became the ﬁrst retailer to put in place a global deforestation‑free beef supply chain plan. This plan comprises: ■ ■ ■ ■ a geo‑monitoring system for 33,000 farms in Brazil; the creation of a 10 million euro fund to fight deforestation; the creation of a committee of specialists made up of NGOs and scientists to advise Carrefour Brazil on its actions to combat deforestation; a pledge that by 2026, no beef sold under the Carrefour brand will be sourced from areas that are at the highest risk of deforestation, with this pledge extended to other brands sold in Carrefour stores by 2030. October 12, 2023 An article in The Guardian newspaper in the UK raised serious concerns about violations of human rights at the farms of one of Carrefour’s pineapple suppliers (Del Monte) in Kenya. Kenya’s National Commission on Human Rights (KNCHR) has launched an investigation into allegations of killings and assaults carried out by security guards at a Del Monte pineapple farm in Thika. Del Monte supplies Carrefour with several fruit‑in‑syrup products, including pineapples from its factory in Kenya. Audits were carried out at this factory based on the BSCI standard in June 2023 and it was rated "A". Del Monte also commissioned a PartnersAfrica audit. However, as soon Carrefour received the alert, it put in place speciﬁc action plans: an HRIA (Human Rights Impact Assessment) team was set up; a platform was created for collecting witness statements in English and Swahili; meetings were organised with community leaders to discuss new complaints; security guards were trained in how to make arrests and use the minimum amount of force; a direct link was set up with the police. ■ ■ ■ ■ ■ 166 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com CORPORATE SOCIAL RESPONSIBILITY AND PERFORMANCE Carrefour’s Duty of Care Plan RISKS COVERED Human rights Biodiversity Health and safety MANIFESTATION OF RISK OR ALERTS IDENTIFIED IN 2023 Formal notice served on Carrefour by the Bloom NGO regarding the Group’s tuna supplies DATE ADDITIONAL MEASURES IN 2023 AND DEVELOPMENT OF EXISTING ACTION PLANS November 8, 2023 The Bloom NGO served formal notice on the Carrefour group, alleging that it bears a major responsibility for the collapse of marine biodiversity and for countless human rights violations documented throughout the tuna “value” chain, from capture to marketing. Human rights Racism In Brazil May 2023 The Group’s policy relating to ﬁshery resources for its own‑brand products is one of the most exacting in the market. It is based on selecting tuna species that are more abundant and which are caught in areas that are not overﬁshed, and using ﬁshing techniques that respect the marine environment. It also imposes strict criteria in terms of traceability and identiﬁcation of ﬁshing boats, which are more restrictive than general market practices, in particular to ensure compliance with the Group’s human rights rules. Carrefour canned tuna that comes from alternative ﬁshing methods accounts for 55% of its overall tuna volumes (51% ﬁshed without Fish Aggregating Devices and 4% with lines or rods). Detailed action plans have been drawn up by the Group for the remaining 45%, but the changes will be gradual as they require ﬁshing companies to introduce major new practices. The ﬁnancial rating agency Standard & Poor’s (S&P) alerted the Carrefour group to a case of racism in a Carrefour store in Salvador, Bahia (Brazil). Following an investigation carried out by the Group, it emerged that no direct Carrefour employees were involved in the incident, but Carrefour did note the involvement of security professionals from a third‑party company who were working in the area. The Group nevertheless took the following measures: ■ ■ ■ ■ It handed over security camera footage to the relevant authorities; It cancelled of the contract with the company in question; It provided support to victims according to their needs; It extended the use of cameras for prevention teams in all stores. 1 2 3 4 5 6 7 8 9 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 167 2 CORPORATE SOCIAL RESPONSIBILITY AND PERFORMANCE Green taxonomy 2.3 Green taxonomy 2.3.1 CONTEXT 2.3.1.1 Overview of the regulatory context EU Regulation 2020/852 of June 18, 2020, commonly referred to as the “EU Taxonomy”, provides a reference framework to encourage sustainable investment by requiring companies to disclose the portion of their turnover (i.e., sales), capital expenditure (CapEx) and operating expenditure (OpEx) that contributes six environmental objectives: to one of substantially following the climate change mitigation; climate change adaptation; sustainable use and protection of water and marine resources; transition to a circular economy; pollution prevention and control; protection and restoration of biodiversity and ecosystems. ■ ■ ■ ■ ■ ■ The European Commission has therefore deﬁned a number of technical criteria in order to establish a common language for the concept of sustainability and, consequently, to direct the allocation of capital towards activities contributing substantially to the achievement of one of these six objectives. Accordingly, since 2021, companies have been required to report the portion of their sales, capital expenditure and operating expenditure associated with economic activities that are considered “eligible”, i.e., classiﬁed in the EU Taxonomy, with respect to the ﬁrst two objectives of climate change mitigation and adaptation. Since 2022, reporting must also include the portion of sales, capital expenditure and operating expenditure considered to be “sustainable” or “aligned”, i.e., meeting the sustainability criteria deﬁned in the Taxonomy for the ﬁrst two climate objectives. In 2023, Taxonomy reporting was extended to the last four environmental objectives (sustainable use and protection of water and marine resources, transition to a circular economy, pollution prevention and control, and protection and restoration of biodiversity and ecosystems), in regards to which companies will have to report the portion of their sales, CapEx and OpEx that are “eligible”. To meet these reporting obligations, a detailed assessment of all the Group’s activities within the different consolidated entities was carried out jointly by the Group and country‑level Finance, CSR, Real Estate, Legal and Tax departments, together with the operational teams. The identiﬁcation of eligible activities and the assessment of their degree of alignment with the Taxonomy was carried out in accordance with the instructions and criteria of the delegated acts. In particular, a veriﬁcation was performed to avoid double counting of eligible sales and CapEx. relevant An activity is deemed to be “aligned” when it complies with all the (substantial contribution and DNSH) and the Group meets the minimum safeguard requirements. assessment technical criteria 2.3.1.2 Connection to the Carrefour group’s CSR strategy Carrefour’s retail business, the Group’s main activity, is not included in the list of activities deﬁned to date by the EU Taxonomy. Only the Group’s waste collection, construction, real estate, vehicle rental and sale of second‑hand goods activities are included in this scope. As regards mitigating and adapting to climate change, the European Commission has prioritised the highest emitting Scope 1 and 2 activities that have a strong potential for transformation and for helping to reduce emissions. For the other four environmental objectives, the Commission has initially selected sectors that have a signiﬁcant positive or negative environmental impacts for each objective. At this stage, many sectors of the economy are not yet covered by the delegated regulations with regard to the six environmental objectives. As a result, the portion of the Group’s eligible sales and OpEx is very small. The portion of eligible CapEx, on the other hand, is signiﬁcant, mainly due to the Group’s property investments. Based on the Regulation’s current architecture, low overall alignment with the Taxonomy is something that concerns the entire retail industry. the initiatives implemented by The Taxonomy Regulation does not currently allow for full reporting on the Group concerning the product offer (responsible purchasing criteria and requirements, circular economy for packaging), the involvement of partners (suppliers, service providers), or the issues related to the in general. At present, outsourced Taxonomy‑eligible activities only concern transport (vehicle ﬂeet, installation of charging stations for electric vehicles) or energy (installation of solar photovoltaic panels at retail sites). transition food 168 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com CORPORATE SOCIAL RESPONSIBILITY AND PERFORMANCE Green taxonomy 2.3.2 RESULTS 2.3.2.1 Taxonomy‑eligible and non‑eligible activities The scope of eligible activities to date is relatively limited and not material. The eligibility guidelines for 2023 were updated and now include the following: ■ the sales, capital expenditure and operating expenditure data in question cover all of the Group’s activities corresponding to the scope of the companies under its control. Companies in which the Group exercises joint control or significant influence are excluded from the calculation of the proportions defined by the delegated act corresponding to Article 8 of the Taxonomy Regulation. In 2023, the Group accounted for the agreement to sell Carrefour Taiwan, which was finalised on June 30, 2023, and the acquisition of Cora in Romania, which was finalised on October 31, 2023. Due to delays and the low materiality of the acquisition during the year, the assets entering Carrefour’s balance sheet were not analysed as part of the alignment assessment; ■ the financial data is taken from the consolidated financial statements for the year ended December 31, 2023; the reconciliation and breakdown of the denominators of sales and capital expenditure are presented below. Following an analysis of the last four objectives of the Taxonomy in force for 2023, the Group updated its 2022 eligibility guidelines and added four more eligible activities, one of which contributes to the water objective and the three others to the circular economy objective: ■ ■ ■ Activity 1.1 – Manufacture, installation and associated services for leakage control technologies enabling leakage reduction and prevention in water supply systems has been added for the purpose of reporting CapEx related to reducing water wastage; Activity 1.2 – Manufacture of electrical and electronic equipment has been added to the circular economy objective to report the Group’s IT CapEx; Activity 2.7 – Sorting and recovery of non‑hazardous waste has been included to reflect the sales and CapEx generated by the Group’s use of Reverse Vending Machines (RVM), which enable consumers to return their used bottles; ■ The circular economy objective corresponding to activity 5.4 – Sale of second‑hand goods has been included to account for proceeds from the sale of used products. 1 2 3 4 5 6 7 8 9 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 169 2 CORPORATE SOCIAL RESPONSIBILITY AND PERFORMANCE Green taxonomy Scope of eligible activities CLIMATE CHANGE MITIGATION CIRCULAR ECONOMY 1 — Manufacturing 1.2 — Manufacture of electrical and electronic equipment Capital expenditure on IT hardware. 2 — Water supply, sewerage, waste management and remediation activities 2.7 — Sorting and material recovery of non-hazardous waste The Group's use of Reverse Vending Machines (RVM) which give a second-life to containers returned by customers. 5 — Services 5.4 — Sale of second-hand goods Sale of used goods. 7 — Construction and real estate activities 7.1 — Construction of new buildings Real estate and commercial development activities. 7.2 — Renovation of existing buildings 7.3 — Installation, maintenance and repair of energy LED, lighting installations, reﬂective paint for roofs. 7.4 — Installation, maintenance and repair of charging stations for electric vehicules in buildings (and parking spaces attached to buildings) Charging stations for electric vehicles. 7.5 — Installation, maintenance and repair of instruments and devices for measuring, regulating and controlling energy performance of buildings CTM, BMS, remote site control systems. 7.6 — Installation, maintenance and repair of renewable energy technologies Solar panels. 7.7 — Acquisition and ownership of buildings Income from the ownership of a building (rents received from the leasing of stores, spaces and buildings) as well as Carrefour property leases recognised under IFRS 16. 5 — Water supply, sewerage, waste management and remediation Collection and transport of non-hazardous waste in source segregated fractions Recycling and reusing plastic and cardboard. 5.5 — 6 — Transport 6.5 — Transport by motorbikes, passenger cars and light commercial vehicles Leasing of van and utility vehicles by Carrefour. Leasing of vehicles (all types) to customers. 170 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com CORPORATE SOCIAL RESPONSIBILITY AND PERFORMANCE Green taxonomy 2.3.2.2 Eligibility and alignment results in 2023 Carrefour’s eligibility and alignment results in 2023 are presented below. As a reminder, given that OpEx aligned with the Taxonomy is not material for the Group, Carrefour used the exemption allowing it not to publish the OpEx indicator. BREAKDOWN OF ELIGIBLE AND ALIGNED ACTIVITIES Economic activity 2023 Aligned activities Eligible activities TOTAL 2022 Aligned activities Eligible activities TOTAL Sales (in millions of euros) Share of sales CapEx (in millions of euros) Share of CapEx 23 148 83,270 43 211 83,089 0.03% 0.2% 100% 0.1% 0.3% 100% 179 1,886 3,305 51 1,689 5,345 5.4% 57.1% 100% 1.0% 31.6% 100% Alignment rates for the Group remain low in 2023, even though the CapEx alignment rate has increased to 5.46% in 2023, compared with 1.0% in 2022, due to the alignment achieved on certain leased buildings. These rates only concern the climate change mitigation objective. In terms of sales, the identiﬁed opportunities the waste for alignment mainly concerned collection activity (5.5). Taxonomy‑aligned CapEx also concerned the waste collection activity (5.5), as well as the energy efficiency equipment (7.3), charging stations for electric vehicles (7.4), for controlling building energy instruments and devices performance (7.6) and acquisition and ownership of buildings (7.7) activities. (7.5), renewable energy equipment The low overall rate of alignment is mainly related to the leasing, construction and building renovation activities (7.1, 7.2 and 7.7). They accounted for the bulk of CapEx in 2023, but had achieved very low or zero alignment. There are several reasons for this: ■ the Taxonomy criteria require dealing with new types of information that can be difficult to collect. Firstly, the very nature of the data to be collected and the criteria to be assessed therefore pose a difficulty. In addition, generally, the required information cannot be readily retrieved from the information systems. Finally, because the applicable criteria are cumulative, these activities generally give rise to zero or a very low level of alignment. However, in 2023, some alignment was identified as a result of cross‑references between the accounting data and the technical and energy data relating to a number of leased buildings; ■ the Taxonomy criteria are strict and cumulative; if sales and CapEx do not meet a set of cumulative criteria, they cannot be considered aligned. This is particularly the case for activities 7.1 and 7.2, which are subject to a multitude of criteria. Work was undertaken in 2023 to better pinpoint the technical criteria necessary for alignment. This work will continue in the coming years. There are also certain action levers that should help to reinforce and improve the Taxonomy results in the coming years, particularly in terms of alignment: ■ in the area of waste collection, Carrefour’s goal is to recover 100% of store waste by 2025, an objective included in the Group’s CSR and Food Transition Index, which would make it possible to increase the Taxonomy‑aligned sales and CapEx for activity 5.5 in the future; ■ the Group has made to reduce energy consumption in the years ahead, which should bring about an increase/a stabilisation in the amounts of CapEx associated with activities 7.3 and 7.5; it a priority ■ Carrefour’s goal of using 100% renewable electricity by 2030 means that the amount of CapEx associated with activity 7.6 is expected to change increase stabilise in the coming years. 2.3.2.3 Changes from the previous year Taxonomy‑eligible and -aligned sales in 2023 were lower than in 2022 due to unfavourable raw material prices for cardboard and plastics, which reduced the value of sales of these materials. Taxonomy‑eligible CapEx in 2023 increased compared to 2022 due to investments in building renovation, energy efficiency systems installations. and Taxonomy‑aligned CapEx was also up, driven by similar investments in energy efficiency and renewable energy. photovoltaic buildings in 1 2 3 4 5 6 7 8 9 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 171 2 CORPORATE SOCIAL RESPONSIBILITY AND PERFORMANCE Green taxonomy 2.3.3 ASSESSMENT AND METHODOLOGY 2.3.3.1 A reminder of the indicators and reconciliation with the financial statements 2.3.3.1.1 Sales Carrefour is actively engaged in a food and ecological transition. The initiatives undertaken in the agricultural sector for the promotion of responsible consumption, the circular economy for packaging, the responsible sourcing of raw materials and the ﬁght against food waste are not covered in the climate delegated act. As a result, the portion of the Group’s eligible sales for 2023 amounts to only 0.2% of the total consolidated sales ﬁgure of 83.3 billion euros (see the consolidated income statement), and mainly covers the property development and leasing, waste collection and vehicle rental activities. The aligned portion of sales amounts to 0.03% and concerns the collection of waste for re‑use and recycling, the installation of charging stations for electric vehicles and the installation of renewable energy equipment. DEFINITIONS from products or The proportion of sales referred to in Article 8 of Regulation (EU) 2020/852 is calculated by dividing the share of the net sales derived associated with Taxonomy‑eligible and -aligned economic activities (numerator) by the net sales (denominator) as deﬁned in Article 2, item (5) of Directive 2013/34/EU. The sales ﬁgure includes the revenue recognised pursuant to International Accounting Standard (IAS) 1, paragraph 82 (a), as adopted by Commission Regulation (EC) No. 1126/2008. services RECONCILIATION Consolidated sales are presented in the consolidated income statement under “Total revenue” (see Chapter 6 of this Universal Registration Document). 2.3.3.1.2 Eligible capital expenditure and operating expenditure reported on individual measures 2.3.3.1.2.1 CapEx The Group reports capital expenditure that can be associated with the eligible sales of an activity or that represents individual capital expenditure. Such individual capital expenditure is not associated with an economic activity as set out in Annex 1 to the delegated regulation, Article 8, Section 1.1.2.2, items (a) and (c), respectively. Most capital expenditure represents individual measures, as described under item (c). The Carrefour group’s eligible capital expenditure mainly concerns real estate activities, such as the construction, renovation and purchase of buildings, as well as expenses related to energy efficiency equipment and renewable energy products (solar panels, roofs with reﬂective paint, re‑lamping, etc.). Capital expenditure also includes an increase in right‑of‑use assets related to property leasing and vehicle rental (from renewals and new IFRS 16 contracts). As a result, the proportion of the Group’s eligible capital expenditure for 2023 amounts to 57.16% out of a total of 3,211.33 304.6 million euros (see reconciliation below). These expenses primarily refer to acquisitions and an increase in right‑of‑use buildings under IFRS 16, as well as spending for the construction of new buildings and renovation of existing buildings. The aligned portion of capital expenditure amounts to 5.46% and chieﬂy concerns the collection of waste for re‑use and recycling, energy efficiency equipment, instruments and devices for controlling building energy performance, renewable energy equipment and building rentals. DEFINITIONS Eligible and aligned numerators are equal to the part of the capital expenditure included in the denominator that is any of the following: ■ ■ ■ related to assets or processes that are associated with Taxonomy‑eligible economic activities; part of a plan to expand Taxonomy‑aligned economic activities or to allow Taxonomy‑eligible economic activities to become Taxonomy‑aligned; related to the purchase of output from Taxonomy‑aligned economic activities and individual measures enabling the target activities to become lead to greenhouse gas reductions (notably activities listed in points 7.3 to 7.6 of Annex I to the Climate Delegated Act, as well as other economic activities listed in the delegated acts). low‑carbon or to The denominator covers the current year’s additions to tangible and intangible assets, before depreciation and amortisation and before remeasurement, including remeasurement resulting from revaluation and impairment, for the year in question, excluding changes in fair value. It also includes additions to tangible and intangible assets resulting from business combinations. 172 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com CORPORATE SOCIAL RESPONSIBILITY AND PERFORMANCE Green taxonomy RECONCILIATION The CapEx denominator may be reconciled with the consolidated ﬁnancial statements as follows: (in millions of euros) 2022 2023 Reconciliation with the ﬁnancial statements Intangible assets, property and equipment, investment property Acquisitions Business combinations Right‑of‑use assets (IFRS 16) New contracts and renewals Business combinations 3,954 1,882 2,072 1,391 906 485 Statement of changes in intangible assets (Note 7.1), property and equipment (Note 7.2) and investment property (Note 7.4) 1,860 1,846 Under “Increases” 14 Included under “Changes in scope” 1,440 Statement of changes in right‑of‑use assets (Note 8.1) 1,336 Under “Increases” 104 Under “Changes in scope” TOTAL 5,345 3,305 2.3.3.1.2.2 OpEx The operating expenditure exemption ratio, which corresponds to the OpEx eligible for the Taxonomy (numerator) divided by Group consolidated OpEx (denominator), came to 6.3% in the 2023 ﬁnancial year. Compared to total Group OpEx of 14.4 billion euros, the share of Taxonomy‑aligned OpEx (see notes to the consolidated accounts). Consequently, it was decided to apply the exemption from publishing the OpEx ratio in 2023. insigniﬁcant is DEFINITIONS The operating expenditure items covered by the Taxonomy are deﬁned as direct non‑capitalisable costs and include research RECONCILIATION The calculation of the OpEx exemption ratio is presented below: (in millions of euros) Taxonomy OpEx denominator (1) Total Group OpEx (2) OPEX KPI and development costs, building renovation costs, maintenance and repair costs, rents presented in the income statement and any other expenses related to the day‑to‑day maintenance of assets. The deﬁnition of operating expenditure used for the denominator and numerator does not include research and development costs, as the Group has not implemented a research and development policy. Employee beneﬁt expenses related to the maintenance and repair of assets are included in the denominator but not in the numerator. These speciﬁc types of employee beneﬁt expenses are not tracked separately in the Group’s reporting. Group consolidated OpEx is deﬁned as all expenses included in the operating result that are not ﬁnancial or non‑recurring expenses. 2023 900 14,369 6.3% (1) (2) Includes maintenance and repair expenses and short‑term lease expenses (non‑IFRS 16). Employee benefits expense corresponding to employee maintenance costs could not be separated out and was therefore not taken into account in determining the amount of Taxonomy‑eligible OpEx. Includes all operating expenses except non‑recurring expenses. UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 173 1 2 3 4 5 6 7 8 9 2 CORPORATE SOCIAL RESPONSIBILITY AND PERFORMANCE Green taxonomy 2.3.3.2 Methodology for assessing activities against the technical review criteria 2.3.3.2.1 Methodology for assessing eligibility In 2023, the eligible activity guidelines were updated based on interviews with the different countries and an analysis of the possibility of adding or removing certain activities, developing new operations and discontinuing others. 2.3.3.2.2 Methodology for assessing alignment: substantial contribution, DNSH criteria and minimum safeguards 2.3.3.2.2.1 Methodology for checking if the substantial contribution and specific DNSH criteria are met A workshop was held in each country to present the technical review criteria. Each country then ﬁlled in a personalised collection matrix for reporting eligibility data and analysing the different criteria identiﬁed for alignment – project by project or CapEx line by CapEx line. These matrices were then critically reviewed. Lastly, the Group conducted two progress reviews with the Statutory Auditors in order to validate the approach and the results achieved. Concerning activity 5.5 – Collection and transport of non‑hazardous waste in source segregated fractions, for which it reported aligned sales and CapEx, the Group checked whether the activity made a substantial contribution to the environmental objectives and complied with speciﬁc DNSH criteria regarding: the nature of the waste (in the case of Carrefour, only paper, cardboard and plastic); the separate collection of the waste and no mixing with other types of waste; the preparation of the waste for reuse or recycling. ■ ■ ■ CapEx associated with activity 7.3 was deemed to be aligned when one of the following two conditions was met: ■ ■ it was linked to the installation of LED lamps, which are considered to be very energy efficient; it was linked to equipment (lighting, heating, ventilation) with proven energy efficiency. The pollution screening criterion for building materials was not deemed material for these types of CapEx. The CapEx related to activities 7.4 – Installation, maintenance and repair of charging stations for electric vehicles inside buildings (and in car parks attached to buildings), 7.5 – Installation, maintenance and repair of instruments and devices for measuring, regulating and controlling the energy performance of buildings and 7.6 – Installation, maintenance and repair of renewable energy technologies was deemed to be automatically aligned since the criterion of substantial contribution is explicitly referred to in the description of each activity. As a result, Carrefour solely focused on verifying compliance with the DNSH adaptation criterion (detailed below). CapEx associated with activity 7.7 was deemed to be aligned when: ■ the final energy consumption of the building in 2023, converted into primary energy and related to the building’s surface area, resulted in a primary energy demand below the top 15% defined by the OID for large food retailers (491 kWh per sq.m. per year); ■ the building had an energy performance contract in place or a building automation and control system. Only leased buildings constructed before December 31, 2020 were concerned by the alignment in 2023. These buildings are therefore assessed based solely on the screening criteria above, and do not have to undergo testing for air tightness or thermal integrity or life cycle analyses. 2.3.3.2.2.2 Methodology for checking if the generic DNSH and minimum safeguard criteria are met Determining whether Carrefour’s eligible activities are aligned also requires the carrying out of Group‑level assessments. To establish the eligibility and alignment of activities, the Group must meet the generic criteria for DNSH to climate change adaptation presented in the appendices to Annex 1 of the Taxonomy delegated act relating to the objective of climate change mitigation. It must also comply with the minimum safeguards (MS) described in the Platform on Sustainable Finance (PSF) report published in October 2022. The Group has assessed its business model for compliance with these two requirements. 2.3.3.2.2.3 Generic DNSH criteria Generic DNSH are the criteria mentioned in appendices A, B, C and D to the annexes of the Taxonomy Regulation relative to the climate change mitigation and adaptation objective. They require a holistic assessment at the Group level rather than an economic activity‑led approach. The Group complies with the Taxonomy generic criteria set out in Appendix A, which is the only generic DNSH criteria applicable to the Group’s aligned activities in 2023. 174 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com CORPORATE SOCIAL RESPONSIBILITY AND PERFORMANCE Green taxonomy APPENDIX A: GENERIC CRITERIA OF THE ‘DO NO SIGNIFICANT HARM’ PRINCIPLE FOR CLIMATE CHANGE ADAPTATION To meet the DNSH criterion for the climate adaptation objective, the Group conducted a physical climate risk assessment. It evaluated the exposure of the Group’s real estate asset portfolio to future climate change impacts (2030, 2050, 2100), and according to different peak scenarios adopted by the IPPC (RCP2.6, 4.5 and 8.5). The assessment included a review of the Carrefour group’s asset exposure to signiﬁcant physical climate risks. Certain risks were deemed to be irrelevant – either due to Carrefour’s business or the geographical location of the sites analysed – and were excluded from the assessment. The following risks were included (weather conditions in particularly conducive to ﬁres), heat stress (heat waves), precipitation, river ﬂooding (with defence systems), river ﬂooding (without defence systems), sea level rise, tropical cyclones. the climate model: drought, ﬁre Based on this assessment, adaptation plans are being developed and rolled out for the assets identiﬁed as most at risk in each country and for the risks deemed to be the most signiﬁcant. In conclusion, for this second year of disclosure, Carrefour meets all of the criteria listed in Appendix A for its eligible activities to be considered aligned. 2.3.3.2.3 Methodology for checking if minimum safeguards are met The scope of topics covered by the Minimum Safeguards (MS) was clariﬁed in the October 2022 report of the European Platform on Sustainable Finance called Final Report on Minimum Safeguards, which references a body of international human rights regulations. Non‑alignment criteria need to be validated, and the report has introduced reasonable due diligence steps in the areas of human rights, corruption, taxation and competition law. In 2023 and 2022, the review of the minimum safeguards took place according to a two‑stage process. First, the Group veriﬁed its compliance with the non‑alignment criteria related to the four main topics identiﬁed in the minimum safeguard report, an assessment that included controversy screening. Second, the Group checked that its human rights processes applied the six key steps to reasonable human rights due diligence, in accordance with the UN Guiding Principles on Business and Human Rights and the OECD Guidelines for Multinational Enterprises. These assessments show that the Carrefour group was aligned with these requirements in 2023. Non‑alignment criteria Controversy screening validated Carrefour’s alignment. There were no cases of human rights violations, corruption charges or tax crimes. With regard to human rights, none of the OECD National Contact Points (NCP) received a referral, and the Group responded to the two allegations published on the Business and Human Rights Resource Centre (BHRRC) website. In the course of its business, the Group can be sanctioned for restrictive practices deemed to be anti‑competitive. However, as Carrefour has already paid the penalties that have been imposed on it in relation to this issue, this does not prevent the Group from considering its activities to be compliant with the minimum safeguards. Procedures and reasonable diligence The Group implements the necessary processes to ensure compliance with remaining non‑alignment criteria, summarised below: the ■ ■ ■ ■ to meet the minimum human rights safeguards, the Group relies on a dedicated policy for managing human rights issues, which may be found on the carrefour.com website in the Non‑Financial Statement (see Section 2.1) and the Duty of Care Plan (see Section 2.2); in the area of corruption, and in accordance with the requirements of the Sapin II law, Carrefour relies on a comprehensive system risks, prevention policies and whistleblowing processes, which is deployed across all of the Group’s activities in France and abroad and described in section 2.1.5.5 of this document; identifying corruption for in the area of taxation, the Group has notably introduced special training in every Group country and implemented corrective mechanisms where required (see section 2.1.5.5); in the area of competition law: ■ the Group relies on several means to ensure compliance: compulsory training, including a course on competition law; the preparation of contract models, which are drafted and distributed by the Legal departments and contain clauses on competition law compliance, and a system for monitoring legal issues in every Legal department (see section 2.1.5.5); ■ Carrefour was not found guilty in 2022 or 2023 of any illegal conduct for concerted practices, infringement of merger control rules or abuse of a dominant position. UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 175 1 2 3 4 5 6 7 8 9 2 CORPORATE SOCIAL RESPONSIBILITY AND PERFORMANCE Green taxonomy 2.3.3.2.4 Main trade‑offs and proxies Given the breadth of the eligibility and alignment assessment conducted across the Group and its entities, it was inevitable to use several trade‑offs and certain proxies. Carrefour made it a point, however, to apply a principle of prudence when making choices and selecting alternatives. Concerning the eligibility of the activities: ■ Taxonomy‑eligible real estate activities include air‑conditioning equipment but not refrigeration. As Carrefour’s retail activities have not yet been provided for by the Regulation, CapEx related to cooling systems such as central refrigeration units, cold cabinets and doors has not been included in the eligibility analysis; ■ in terms of materiality, the alignment assessment of eligible projects has been done in such a way as to cover a minimum/ maximum of 70% of the amount of eligible turnover or CapEx. The remaining eligible projects that were not assessed were considered to be non‑aligned as a matter of prudence. Concerning the alignment assessment for buildings leased under IFRS 16 that do not have an energy performance certiﬁcate or a real estate label, calculations were carried out to determine their primary energy demand (PED) based on 2023 ﬁnal energy consumption and conversion factors. These calculations were used to determine whether certain buildings were aligned. 176 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com CORPORATE SOCIAL RESPONSIBILITY AND PERFORMANCE Green taxonomy 2.3.4 OUTLOOK 2.3.4.1 Improvement of KPIs 2.3.4.2 In the coming years, CapEx will be incurred in connection with the roadmaps to achieve various climate strategy goals: carbon neutral stores by 2040; carbon neutral e‑commerce sites by 2030; a 1.5°C pathway for the Group’s direct emissions; a reduction of the Group’s energy consumption by up to 200 million euros per year from 2023 to 2026, and the launch of one or more ambitious photovoltaic energy production partnership(s). This climate‑related CapEx should help to improve the eligibility and alignment indicators in the years ahead, following an in‑depth assessment of the CapEx against the Taxonomy criteria. Integrating the Taxonomy into the Carrefour group’s strategy and performance Although the retail operations are excluded from the list of eligible activities for the time being, the ambition of the Regulation is in line with the philosophy of the new Carrefour 2026 strategic plan, notably following initiatives: the plan’s through ■ ■ ■ first, stronger support for sustainable agriculture, with 8 billion euros in sales in 2026 via certified sustainable products (40% more than in 2022); second, an obligation for the Group’s top 100 suppliers to adopt a 1.5°C trajectory by 2026, failing which they will be delisted; third, an ambitious energy policy, embodied by a sharp reduction in energy consumption (of 20% by 2026 and in France by 2024) and the use of car parks for the production of photovoltaic energy (4.5 million sq.m. of solar panels by 2026). UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 177 1 2 3 4 5 6 7 8 9 2 CORPORATE SOCIAL RESPONSIBILITY AND PERFORMANCE APPENDIX: Regulatory templates APPENDIX: Regulatory templates SHARE OF TURNOVER FROM PRODUCTS OR SERVICES ASSOCIATED WITH TAXONOMY‑ALIGNED ECONOMIC ACTIVITIES – INFORMATION FOR 2023 (in millions of euros) 2023 ﬁnancial year Substantial contribution criteria Economic activities (1) Code (2) Turnover (3) Share of Turnover, reporting year (4) Climate change mitiga- tion (5) Climate change adapta- tion (6) Water (7) Pollu- tion (8) Circular eco- nomy (9) Bio- diversity (10) A. TAXONOMY‑ELIGIBLE ACTIVITIES A.1. Environmentally sustainable activities (Taxonomy‑aligned) Collection and transport of non‑hazardous waste in source segregated fractions CCM 5.5 22.22 0.03% YES N/EL N/EL N/EL N/EL N/EL Installation, maintenance and repair of charging stations for electric vehicles in buildings (and parking spaces attached to buildings) Turnover of environmentally sustainable activities (Taxonomy‑aligned) (A.1.) Of which enabling Of which transitional CCM 7.4 0.99 0.00% YES NO N/EL N/EL N/EL N/EL 23.21 0.99 0.00 0.03% 0.00% 0.00% 0.03% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% A.2. Taxonomy‑eligible but not environmentally sustainable activities (Taxonomy‑non‑aligned) Collection and transport of non‑hazardous waste in source segregated fractions CCM 5.5 0.00% 0.10 Transport by motorbikes, passenger cars and light commercial vehicles Construction of new buildings Installation, maintenance and repair of charging stations for electric vehicles in buildings (and parking spaces attached to buildings) Acquisition and ownership of buildings Sorting and material recovery of non‑hazardous waste Sale of second‑hand goods Turnover of Taxonomy‑eligible but not environmentally sustainable activities (Taxonomy‑non‑aligned) (A.2.) A. Turnover of Taxonomy‑eligible activities (A.1. + A.2.) TAXONOMY‑NON‑ELIGIBLE ACTIVITIES A. Turnover of Taxonomy‑non‑eligible activities TOTAL (A. + B.) CCM 6.5 CCM 7.1 CCM 7.4 and CCA 7.4 CCM 7.7 CE 2.7 CE 5.4 41.74 2.12 0.05% 0.00% 0.01 61.38 1.18 1.09 107.63 130.84 0.00% 0.07% 0.00% 0.00% 0.13% 0.16% 83,138.77 99.84% 83,269.61 100.00% EL EL EL EL EL N/EL N/EL 0.13% 0.15% N/EL N/EL N/EL N/EL N/EL N/EL N/EL N/EL N/EL N/EL N/EL N/EL N/EL EL N/EL N/EL N/EL N/EL N/EL N/EL N/EL 0.0% 0.0% 0.0% 0.0% N/EL N/EL N/EL N/EL 0.0% 0.0% N/EL N/EL EL EL 0.0% 0.0% N/EL N/EL N/EL N/EL N/EL N/EL 0.0% 0.0% 178 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com CORPORATE SOCIAL RESPONSIBILITY AND PERFORMANCE APPENDIX: Regulatory templates Do no signiﬁcant harm criteria (“DNSH Criteria”) Climate change mitigation (11) Climate change adaptation (12) Water (13) Pollution (14) Circular economy (15) Biodiversity (16) Share of Taxonomy ‑aligned (A.1.) or -eligible (A.2.) Turnover, prior year (18) Minimum safeguards (17) Enabling activity category (19) Transitional activity category (20) YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES E E T 0.1% 0.0% 0.1% 0.0% 0.0% 0.0% 0.1% 0.0% 0.0% 0.1% 0.0% 0.0% 0.2% 0.3% 1 2 3 4 5 6 7 8 9 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 179 2 CORPORATE SOCIAL RESPONSIBILITY AND PERFORMANCE APPENDIX: Regulatory templates SHARE OF CAPEX OF PRODUCTS OR SERVICES ASSOCIATED WITH TAXONOMY‑ALIGNED ECONOMIC ACTIVITIES — INFORMATION FOR 2023 Reporting year 2023 Substantial contribution criteria Economic activities (1) Code (2) CapEx (3) Share of CapEx, reporting year (4) Climate change mitiga- tion (5) Climate change adapta- tion (6) Water (7) Pollu- tion (8) Circular eco- nomy (9) Bio- diversity (10) CCM 7.3 37.21 1.1% YES YES N/EL N/EL N/EL N/EL N/EL NO N/EL N/EL N/EL N/EL CCM 7.4 0.13 0.0% YES NO N/EL N/EL N/EL N/EL A. TAXONOMY‑ELIGIBLE ACTIVITIES A.1. Environmentally sustainable activities (Taxonomy‑aligned) Collection and transport of non‑hazardous waste in source segregated fractions CCM 5.5 0.87 0.0% Installation, maintenance and repair of energy efficiency equipment Installation, maintenance and repair of charging stations for electric vehicles in buildings (and parking spaces attached to buildings) Installation, maintenance and repair of instruments and devices for measuring, regulating and controlling the energy performance of buildings Installation, maintenance and repair of renewable energy technologies Acquisition and ownership of buildings CapEx of environmentally sustainable activities (Taxonomy‑aligned) (A.1.) Of which enabling Of which transitional CCM 7.5 32.37 1.0% CCM 7.6 CCM 7.7 48.59 59.52 178.69 118.30 0.00 1.5% 1.8% 5.4% 3.6% 0.0% A.2. Taxonomy‑eligible but not environmentally sustainable activities (not Taxonomy‑aligned) Transport by motorbikes, passenger cars and light commercial vehicles CCM 6.5 47.55 1.4% Construction of new buildings Renovation of existing buildings Installation, maintenance and repair of energy efficiency equipment CCM 7.1 CCM 7.2 CCM 7.3 and CCA 7.3 Acquisition and ownership of buildings CCM 7.7 1,380.79 131.56 122.82 4.0% 3.7% 9.37 0.3% 41.8% YES YES YES 5.4% 3.6% 0.0% EL EL EL EL EL NO N/EL N/EL N/EL N/EL NO N/EL N/EL N/EL N/EL N/EL N/EL N/EL 0% 0% 0% 0% 0% 0% 0% 0% N/EL N/EL N/EL N/EL N/EL N/EL N/EL N/EL N/EL N/EL N/EL N/EL EL N/EL N/EL N/EL N/EL N/EL N/EL N/EL N/EL N/EL 0% 0% N/EL N/EL N/EL N/EL N/EL WTR 1.1 0.10 0.0% N/EL N/EL EL N/EL N/EL N/EL Manufacture, installation and associated services for leakage control technologies enabling leakage reduction and prevention in water supply systems Manufacturing of electrical and electronic equipment for industrial, professional and consumer use Sorting and material recovery of non‑hazardous waste CE 1.2 14.63 0.4% N/EL N/EL N/EL N/EL CE 2.7 0.05 0.0% N/EL N/EL N/EL N/EL CapEx of Taxonomy‑eligible but not environmentally sustainable activities (Taxonomy‑non‑aligned) (A.2.) A. CapEx of Taxonomy‑eligible activities (A.1 + A.2) B. TAXONOMY‑ELIGIBLE AND NON‑ELIGIBLE ACTIVITIES CapEx of Taxonomy‑eligible and non‑eligible activities TOTAL (A. + B.) 1,706.86 1,885.55 51.7% 57.1% 51.2% 56.6% 0% 0% 0% 0% 0% 0% 1,419.05 3,304.60 42.9% 100% EL EL 0% 0% N/EL N/EL 0% 0% 180 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com CORPORATE SOCIAL RESPONSIBILITY AND PERFORMANCE APPENDIX: Regulatory templates Do no signiﬁcant harm criteria (“DNSH Criteria”) Climate change mitigation (11) Climate change adaptation (12) Water (13) Pollution (14) Circular economy (15) Biodiversity and ecosystems (16) Minimum safeguards (17) Share of Taxonomy ‑aligned (A.1.) or -eligible (A.2.) CapEx, prior year (18) Enabling activity category (19) Transitional activity category (20) YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES E E E E E T 0.1% 0.6% 0.0% 0.1% 0.2% 0.0% 1.0% 0.9% 0.0% 0.4% 3.7% 0.0% 1.1% 25.5% 0.0% 0.0% 0.0% 30.6% 31.6% 1 2 3 4 5 6 7 8 9 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 181 2 CORPORATE SOCIAL RESPONSIBILITY AND PERFORMANCE APPENDIX: Regulatory templates SHARE OF OPEX OF PRODUCTS OR SERVICES ASSOCIATED WITH TAXONOMY‑ALIGNED ECONOMIC ACTIVITIES — INFORMATION FOR 2023 Financial year 2023 Substantial contribution criteria Economic activities (1) Code (2) OpEx (3) Share of OpEx, reporting year (4) Climate change mitigation (5) Climate change adaptation (6) Water (7) Pollution (8) Circular economy (9) Biodiversity (10) A. TAXONOMY‑ELIGIBLE ACTIVITIES A.1. Environmentally sustainable activities (Taxonomy‑aligned) OpEx of environmentally sustainable activities (Taxonomy‑aligned) (A.1.) Of which enabling Of which transitional 0 0 0 0% 0% 0% A.2. Taxonomy‑eligible but not environmentally sustainable activities (Taxonomy‑non‑aligned) OpEx of Taxonomy‑eligible but not environmentally sustainable activities (Taxonomy‑non‑aligned) (A.2.) A. OpEx of Taxonomy‑eligible activities (A.1 + A.2) B. TAXONOMY‑ELIGIBLE AND NON‑ELIGIBLE ACTIVITIES OpEx of Taxonomy‑eligible and non‑eligible activities TOTAL (A. + B.) 900.2 100% 900.2 100% 0% 0% 0 0 N/EL N/EL N/EL N/EL N/EL N/EL N/EL N/EL N/EL N/EL N/EL N/EL 182 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com CORPORATE SOCIAL RESPONSIBILITY AND PERFORMANCE APPENDIX: Regulatory templates Do no signiﬁcant harm criteria (“DNSH Criteria”) Climate change mitigation (11) Climate change adaptation (12) Water (13) Pollution (14) Circular economy (15) Biodiversity (16) Proportion of Taxonomy ‑aligned (A.1.) or -eligible (A.2.) OpEx, prior year (18) Minimum safeguards (17) Enabling activity category (19) Transitional activity category (20) E T 0% 0% 0% 0% 0% 1 2 3 4 5 6 7 8 9 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 183 2 CORPORATE SOCIAL RESPONSIBILITY AND PERFORMANCE Reporting methodology and verification of information 2.4 Reporting methodology and verification of information 2.4.1 DETAILED REPORTING METHODOLOGY FOR CSR INDICATORS the preparation of For the 2023 Universal Registration Document, the CSR department mobilises the relevant Group departments (Quality, Human Resources, Legal, Marketing, Assets, Sales and Merchandise, and Logistics) and country representatives. ■ ■ Principles for drawing up the CSR report The Carrefour group’s Universal Registration Document adheres to the following principles: ■ ■ ■ impact and materiality: through a risk mapping exercise, the Group identifies the most significant non‑financial risks for its business and the Company, which are reviewed every year and validated by the governance bodies. Only the main risks are presented report. The Non‑Financial Statement therefore focuses on the most relevant social, economic and environmental issues and risks for the Group’s business; this in CSR context: Carrefour places its own performance within the context of the social, economic and environmental constraints that weigh upon the Group, and puts the resulting data into perspective; stakeholders (customers, employees, stakeholders’ involvement: by maintaining an ongoing dialogue with franchisees, suppliers, local communities and shareholders), the Carrefour group can anticipate and meet the expectations of its target audiences and prevent risks. Its transparent commitments, and the involvement of its stakeholders in carrying them out, mean it can envisage the engagement of all those concerned. This dialogue and these partnerships are maintained either at the Group level by the CSR department, or at the local level by the countries, banners and stores; long‑term solutions and ensure frequency: since 2001, Carrefour has produced and published a non‑financial report every year. Since 2012, it has been integrated into the Group’s management report; clarity: the Carrefour group endeavours to present information that can be easily understood by the greatest number of people with an appropriate level of detail. Scope of reporting Principles applied improvement of transparency. As part of an Continuous ongoing effort to improve its reporting quality, Carrefour is increasing the number of indicators it reports on from year to year. The goal is to (i) provide information on new strategic priorities, (ii) meet stakeholder expectations and standards and (iii) ensure a high level of transparency to anticipate potential regulatory changes. The new indicators added to this document each year are subject to a three‑year performance review to ensure that the information provided is reliable and complete. In 2023, six new indicators were published (8 billion sales of certiﬁed sustainable products by 2026, 50 million euros in sales of plant‑based proteins by 2026, 150 million euros in bulk and reusable packaging sales by 2026, top 100 suppliers aligned with a 1.5°C trajectory by 2026 and 20 megatonnes of CO emissions avoided by 2030, 2,600 tonnes of sugar and 250 tonnes of salt eliminated from Carrefour‑branded products by 2026, an active community of consumers of healthy and sustainable products in every host country). Nine indicators have been published within the last three years, six of which still cover a limited scope. 2 184 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com CORPORATE SOCIAL RESPONSIBILITY AND PERFORMANCE Reporting methodology and verification of information HM SM CO CC AR BE BR AT BR BIG BR C BR SAMS ES IT PL RO Hypermarket Supermarket Convenience Store Cash & Carry Argentina Belgium Brazil Atacadão Brazil BIG Brazil Carrefour Brazil Sams Spain Italy Poland Romania Comprehensiveness. The Group strives to be as comprehensive as possible. Its CSR reporting covers implementation of its policy in the eight integrated countries. All the objectives announced by the Group concern the eight integrated countries, except in certain cases where the scope is explained in this document. The published performance indicators aim for 100% coverage of the integrated countries concerned. With this in mind, we apply a three‑year threshold: ■ indicators that have been published for three years or more should be published with a 100% coverage rate. Lower coverage rates are an irregularity and are subject to an immediate corrective action plan with the country in question; ■ the new indicators are published starting from the first year to ensure transparency. A performance review is implemented to achieve 100% coverage within three years. Since the action plans are rolled out across the operating countries on a gradual basis, the new indicators may be published for a limited scope during the first two years. Indicators published less than three years ago are marked with the symbol ** in this chapter. Scope of indicators published as a % of consolidated net sales. This information provides an indication of the representativeness (comprehensiveness) of the data reported. It is calculated by comparing the sales of consolidated countries with the sales of all countries covered by the indicator. 1 2 3 4 5 6 7 8 9 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 185 2 CORPORATE SOCIAL RESPONSIBILITY AND PERFORMANCE Reporting methodology and verification of information Franchises. Franchised stores are not included in the “stores” indicators (see below). Sales of products by franchised stores in the eight countries in which the Group operates are taken into indicators (see below). The account headcount and human resources indicators only take into account the Group’s own employees (the employees of franchisees are not included in the reporting scope). in the “merchandise” Comparability. When the scope of reporting is not exhaustive, the scope is clearly explained next to each graph and Business Units (BUs) excluded from the scope are indicated. For ﬁgures and changes presented over several years, the report indicates that calculations are based on comparable BUs. If non‑comparable BUs are included in the calculation, the items included or excluded compared to the previous year are speciﬁed. Scope of environmental and social indicators Change of scope In 2022, following the disposal of the Taiwanese activities, the Business Unit was removed from the reporting scope, which now consists of eight integrated countries. In order to have a comparable scope between 2022 and 2021, the 2021 data and objectives have been restated with the exclusion of Taiwan. This principle was also applied to past years that were used as reference years for some indicators. For example, for the climate indicator “Percentage reduction in Scope 1 and Scope 2 GHG emissions since 2019”, the 2019 data was calculated excluding Taiwan. Conversely, following the completion of the integration of Grupo BIG into the Carrefour group during 2022, BIG will be included in the scope of consolidation in 2023. Work has been undertaken to recalculate the baseline for the Food Waste (baseline: 2016) and Climate Scope 1 and 2 indicators (baseline: 2019). Store indicators (waste management, food waste, greenhouse gas emissions, water) The scope covers all integrated stores open and operating under a Group banner for the entire reporting period. The scope excludes consumption related to non‑Group activities, transport of people, warehouses, franchised stores, head offices and other administrative offices. For some indicators, warehouses are included, in which case this is speciﬁed with a note under the tables of indicators (example: food waste). Any BUs that were sold or closed during the reporting period are not included. For indicators on indirect purchases (e.g., sales and marketing publications), the consumption level of stores opened during the year, as well as that of franchised stores may be included. The number of square metres of sales area includes all stores open during the entire reporting period and does not include storage areas, food preparation areas or the adjacent shopping mall, if applicable. The same rules regarding scope and environmental indicators apply to Installations Classiﬁed for the Protection of the Environment (ICPE) coming under the regulations of stores and other sites. COVERAGE RATE AND EXCLUSIONS FROM STORES INDICATORS Indicators published less than three years ago are marked with the symbol ** in this chapter. Indicators Energy Water Food waste Baseline 2016 Baseline 2022 ■ ■ Waste Refrigerants Outbound transport Climate (Scope 3) – Top 100 suppliers** Climate (Scope 3) – 20 megatonnes** 2023 scope (% of gross sales) 2023 exclusions 2022 scope (% of gross sales) 2021 scope (% of gross sales) 100% 100% 72% 76% 97% 100% 69% 100% 100% - - BE, BR AT, BR SAMS BR AT, BR SAMS IT (SM, CO, CC) - BR - - 99.5% 100% 70.9% New 95.2% 77% 77% 100% 100% 88.4% New 94% 82.9% 82.5% 186 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com CORPORATE SOCIAL RESPONSIBILITY AND PERFORMANCE Reporting methodology and verification of information Merchandise indicators (organic products, Carrefour Quality Lines, sustainable fishing, sustainable forest management, textiles, packaging, animal welfare) The scope covers products sold under the Group banner, without distinguishing between franchises, integrated stores or formats (stores, drives, online purchasing). ■ ■ ■ Regarding the organic product sales indicators, total food sales only include sales by physical store or e‑commerce specialists (e.g., Bio C Bon, So Bio). Regarding the textile indicators, they are reported by the purchasing centres the Global Sourcing purchasing centre). for example, (including, The tonnes of packaging avoided indicator is calculated based on the quantities of packaging purchased as reported by the purchasing centres the Global Sourcing purchasing centre), with the exception of Brazil which calculates the indicator based on the quantities of packaging sold. for example, (including, COVERAGE RATE AND EXCLUSIONS FROM MERCHANDISE INDICATORS Indicators published less than three years ago are marked with the symbol ** in this chapter. 2023 scope (% of gross sales) 99.8% 100% 98% 100% 95% 100% 100% 100% 2023 exclusions BR SAMS - BR AT, BR SAMS BR - - - 2022 scope (% of gross sales) 2021 scope (% of gross sales) 100% 100% 95% 100% 81% 100% 94% 100% 100% 100% 100% 100% 100% 100% 100.0% (BR C, BR & BRAT, SAMS) 100.0% (BR & BRAT) 100.0% (BR & BRAT) Indicators Organic products Carrefour Quality Lines Sustainable ﬁshing (1) Responsible textile** Responsible products – ecolabels** Plant‑based alternatives** Deforestation – wood/paper/pulp Deforestation – palm oil Deforestation – beef Deforestation – soy** Deforestation – cocoa** Carrefour Quality Lines committed to an agroecological approach** Partner producers Animal welfare – shell eggs 95% BR C 100% Includes FR, BE, IT, ES only 91% 95% 99.7% BR C, PL BR BR, SAMS Animal welfare – egg ingredients 100% Includes Europe only Animal welfare – chickens Animal welfare – slaughterhouses Animal welfare – pigs** Animal welfare – horses** Animal welfare – rabbits and quail** Animal welfare – transparency** Packaging – tonnes Packaging – recyclable, reusable and compostable Packaging – bulk products and reusable ** 87% 100% 63% 100% 100% 96% 100% 100% 97% BR C, AR - FR BR C - - BR, PL (1) The Sustainable Fishing indicator excludes MSC, ASC, Organic and FQC. 83% 100% 100% 100% 100% 100% 100% 100% 100% 71% 54.3% 100% 100% 100% 100% 100% 100% 91.7% 100% 54.3% 1 2 3 4 5 6 7 8 9 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 187 2 CORPORATE SOCIAL RESPONSIBILITY AND PERFORMANCE Reporting methodology and verification of information HR indicators The scope covers all of the Group’s BUs and headquarters. Any BUs that were sold or closed during the reporting period are not included. The Non‑Financial Statement presented in this chapter encompasses Carrefour Banque and Carrefour Property Development, both of which are covered by Carrefour SA (the parent company). COVERAGE RATE AND EXCLUSIONS FROM HUMAN RESOURCES INDICATORS Indicators published less than three years ago are marked with the symbol ** in this chapter 2023 scope (% of gross sales) 2023 exclusions 2022 scope (% of gross sales) 2021 scope (% of gross sales) 100% 100% 100% 100% 89.6% 100% 100% 100% - - - - BRAT & BR - - - 100% 100% 100% 100% 86% 100% 100% 100% 100% 100% 100% 100% 89.6% 100% 100% 100% Indicators Headcount Part‑time employees Hires (ﬁxed‑term/permanent) Permanent employee turnover Accidents Women managers Disabled workers Training CSR indicators Principles applied CSR reporting adheres to the following principles: ■ ■ accuracy: the Carrefour group strives to ensure the accuracy of published data by stepping up the number of manual and automatic internal controls; comparability: the Group strives to maintain consistency throughout its reports. Figures presented for several years apply the same definition. Choice of indicators in terms of Since 2003, Carrefour has used indicators associated with its strategic priorities for CSR. These indicators, which are revised over the years, are designed to monitor the commitments and progress made its environmental and social performance. Each indicator is chosen for its relevance to risks and societal challenges identiﬁed by the Group and with regard to its CSR policies. In 2021, the Group revised the CSR index and drafted purchasing rules on its priority environmental and social topics. Following this work, new indicators were deﬁned. In 2023, the index was revised again in line with the new Carrefour 2026 strategic plan. References used The information detailed in this section complies with the requirements of French government order no. 2017‑1180 of July 19, 2017 and decree no. 2017‑1265 of August 9, 2017, providing for a Non‑Financial Statement as stipulated notably under Articles L. 225‑102‑1 and R. 225‑105 et seq. of the French Commercial Code (Code de commerce). This information concerns the activities of Carrefour SA (the parent company) and all the Group’s consolidated companies. Carrefour SA’s Non‑Financial Statement notably covers Carrefour Banque, with risks relating to the banking sector integrated into the risk analysis presented in Section 2.1. The information contained in Section 2.2 meets the requirements provided for by French law no. 2017‑399 of March 27, 2017 with regard to the duty of care of parent companies and contracting companies (also called the duty of care law), namely: risk mapping, procedures for regularly assessing the situation of subsidiaries, subcontractors and suppliers with which the Group has an established commercial relationship, appropriate actions to mitigate risks or prevent serious harm, a whistleblowing and alert system, as well as a system for tracking the measures implemented and evaluating their effectiveness. 188 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com CORPORATE SOCIAL RESPONSIBILITY AND PERFORMANCE Reporting methodology and verification of information Section 2.3 of this document is provided in response to (EU) Regulation 2020/852 of the European Parliament and of the Council of June 18, 2020 on the establishment of a framework to promote sustainable investments. The latter establishes criteria to distinguish “green” investments from other investments, in a totally transparent manner. The 2022 Universal Registration Document adheres to the guidelines of the main international standards of reference, in particular the Sustainability Accounting Standards Board (SASB), the Task Force on Climate Disclosure (TCFD) and the Global Reporting Initiative (GRI), the guiding principles of the OECD and the Global Compact’s recommendations for “Communication on Progress” (CoP). Carrefour’s CoP is published yearly on the United Nations website (https://www.unglobalcompact.org/) and has been certiﬁed as “Advanced” (since 2014) following a peer review under the aegis of Global Compact France. A CSR reporting manual stipulating the Group’s collection, calculation and consolidation rules is updated each reporting period and distributed to all CSR reporting managers. Methodology: specificities and limitations Some indicators may have methodology constraints arising from a lack of uniformity between national and international laws and deﬁnitions (e.g., regarding work‑related accidents) and/or from the qualitative, and therefore subjective, nature of certain data (e.g., indicators linked to purchasing quality, the logistics process, stakeholders and consumer awareness). In some cases, KPIs may involve an estimation (as with the energy and water consumption indicators, which are calculated on the amount billed at an average price per kWh or cubic metre). If necessary, BUs are required to specify and justify the relevance of assumptions used in making estimates. Estimation methodologies are regulated by the Group’s non‑ﬁnancial reporting manual. CO emission factors 2 based on the most recent data provided by: ■ ■ ■ the AIB’s European residual mix for European countries; the Ministry of Science, Technology and Innovation of Brazil for Brazil; the report on climate transparency, based on CAMMESA data, for Argentina. Natural gas: to calculate the CO emission equivalent caused by 2 the consumption of natural gas, the emission factor provided by DEFRA – UK Government GHG Conversion Factors for Company Reporting is used: 2022 = 0.18397 kgCO e/kWh (gross CV). 2 LPG: to calculate the CO emission equivalent caused by the consumption of LPG, the emission factor provided by DEFRA – UK Government GHG Conversion Factors for Company Reporting is used: 2022 = 0.21449 kgCO e/kWh (gross CV). 2 2 2 Fuel: to calculate the CO emission equivalent caused by the consumption of fuel, the emission factor provided by DEFRA – UK Government GHG Conversion Factors for Company Reporting is used: 2022 = 2.7586 kgCO e/litre (gross CV medium gas oil). 2 Refrigerants: to calculate the CO emission equivalent caused by 2 the consumption of refrigerants, the global warming potential of the refrigerants (GWP 100 years) is used, which is published in the ﬁfth evaluative report of the IPCC, “Climate Change 2013: The Physical Science Basis” Appendix 8.a (notwithstanding certain “natural” refrigerants, for which the PRG 100 years is taken from UNEP Ozonaction, and a value of 4 PRG 100 years is used for Isopentane). Fuel used for transport: to calculate the CO emission equivalent caused by Carrefour’s logistics, the national emission factors recorded locally are used. Failing that, a default value based on the most recent data provided by DEFRA – UK Government GHG Conversion Factors for Company Reporting is used instead as follows (2022 conversion factors): 2 2 Emission factors are used to calculate CO emissions based on site energy consumption, refrigerant consumption, and fuel consumption for downstream transport. The emission factors in question are suggested by international organisations such as the DEFRA GHG Conversion Factors, the Intergovernmental Panel on Climate Change (IPCC), and the United Nations Environment Programme (UNEP). The indicators concerned are energy, refrigerants and logistics. BUs may also use speciﬁc national indicators. Electricity: to calculate the CO emission equivalent caused by 2 the consumption of electrical energy, the emission factor from the local energy supplier is ideally used (market‑based method). In the absence of such a value, a default value is used that is ■ ■ ■ ■ for diesel consumption: 2.70553 kgCO e/litre (100% mineral diesel); 2 for biofuel consumption: (i) (ii) biodiesel: 0.16751 kgCO e/litre, 2 bioethanol: 0.00901 kgCO e/litre, 2 (iii) biomethane: 0.10625 kgCO e/GJ, 2 (iv) BioGNC: 0.61 kgCO e/kg; 2 for rail transport: 0.02782 kgCO e/tonne.km; 2 for river transport: 0.03681 kgCO e/tonne.km (load capacity up to 999 TEU). 2 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 189 1 2 3 4 5 6 7 8 9 2 CORPORATE SOCIAL RESPONSIBILITY AND PERFORMANCE Reporting methodology and verification of information Environmental information 2 2 Logistics KPI: CO emissions from the Group’s logistics activity includes CO emissions from downstream road transport. This indicator counts CO emissions related to the transport of goods between warehouses and stores. The following CO emissions are not taken into account: 2 2 emissions generated during the upstream transport of goods to the warehouse; generated emissions (direct “producer‑to‑store” transport of goods without going through a warehouse); deliveries direct by emissions generated by customer and employee journeys; emissions generated by downstream maritime transport. ■ ■ ■ ■ Note that “store/warehouse” return trips are only taken into account for ﬂeets hired for Carrefour’s exclusive use. In the vast majority of cases, CO emissions related to the transport of goods are calculated on the basis of distance travelled since there is no actual data on service providers’ fuel consumption and average consumption by type of vehicle. 2 Pallets (transport units) used for backhauling are not included in the total number of pallets used in downstream transport. Energy KPI: the quantity of energy reported corresponds to the quantity purchased and not the quantity actually consumed for heating oil and gas (15% of the energy consumed by the stores). Water KPI: the quantity of water reported corresponds mainly to the quantity of water purchased. Depending on the country, water collected by some stores through drilling may not be counted when there is no charge for its withdrawal. In addition, insigniﬁcant overvaluation of in some cases, there consumption (consumption of water for the shopping centre, costs related to and indissociable from the costs of water consumption). is an Refrigerants KPI: any leaks that may have occurred prior to a change of equipment are not quantiﬁed in the reporting. They correspond last to emissions generated between maintenance operation and replacement of the unit. The impact is insigniﬁcant at Group level thanks to both regular monitoring of the units and the staggered timetable for their replacement. Note that mass balances are not systematically carried out each time the ﬂuid is reloaded or at year‑end. Some BUs purchase and store refrigerants in advance and may include refrigerants still stored in containers in consumption ﬁgures for the year of purchase. the Waste KPI: the chosen reporting scope includes BUs that use waste collection companies which provide information about the tonnage of waste removed. Generally speaking, when waste is collected directly by local authorities, information is not available (the case at present in Spain, Italy and France). The tonnages of waste evacuated by local authorities can therefore be estimated using an estimation methodology approved by the Group. Supermarkets in Italy are excluded from the reporting scope because more than 90% of waste local municipalities and therefore this data cannot be estimated reliably. is collected by Food waste KPI: To monitor the reduction in food waste, Carrefour has decided to publish as an indicator the percent reduction in food waste intensity in a given year compared to 2016 (in kg/sq.m.). The food waste intensity ratio corresponds to quantity of food waste (in kg) divided by surface area (in sq.m.). The surface areas used for the calculation are sales areas. In 2023, Carrefour changed the deﬁnition of food waste to take into account the deﬁnition recommended by ADEME (Agence de la transition écologique – Bilan du GT 1 du Pacte National de Lutte contre le Gaspillage Alimentaire, 2019) which considers food waste to be: “All food intended for human consumption that is lost, thrown away or spoiled, regardless of its value”. In Carrefour stores, food waste corresponds to the known amount by which foods are marked down. Biowaste recovered for energy or animal feed is now considered to be food waste. This change in deﬁnition means changing the way this indicator is calculated and restating historical data. Depending on the country, there are two possible methods for monitoring the indicator: (i) (ii) monitoring food markdowns directly in tonnes (Spain and Argentina); monitoring food markdowns in monetary units (euros, etc.) and then converting them into tonne equivalents (see below). The Group uses a euro/tonne conversion factor, calculated annually on the basis of data for Spain. This conversion factor is calculated per format and adjusted for annual inflation per country. In 2023, this method was used for all countries except Spain and Argentina. Its use is provisional. All countries are working to improve the reliability of markdown monitoring in tonnes. 190 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com CORPORATE SOCIAL RESPONSIBILITY AND PERFORMANCE Reporting methodology and verification of information In order to restate 2016 historical data in line with the new deﬁnition, the method used for making estimates is as follows: (i) food waste intensity ratio calculated according to the old method/Intensity ratio calculated according to the new method (for 2021 and 2022); (ii) average of the ratios calculated over 2021 and 2022; (iii) average waste according to the old method. intensity for 2016 applied, calculated This method was used accordingly to recalculate the 2016 baseline data to reﬂect the impact of the change in deﬁnition of food waste. The average difference between the new and old methodologies is -22%, reﬂecting the exclusion of energy recovery (anaerobic digestion) and the increased reliability of data on the reasons for markdowns. Note that data for Belgium, Atacadão in Brazil and Sam’s Club in Brazil are not available for the 2016 baseline. As such, they are not included in the reduction indicator with the 2016 baseline, but are however taken into account when calculating reductions in food waste with a 2022 baseline. Food donations KPI: the ratio used to calculate the number of meal equivalents donated to food aid associations in all Group countries is 1 meal = 500g. Carrefour Quality Lines committed to an agroecological approach: this indicator was reported for the ﬁrst time in 2022 for France only. The reporting methodology is being rolled out in other countries. A Carrefour Quality Line is considered to be committed to an agroecological approach if all of the suppliers in the line are committed. A Carrefour Quality Line supplier is considered to be committed to an agroecological approach if at least one pilot producer using an agroecological approach is included. An agroecological line features a speciﬁc message for customers, “cultivated without -ides”. It commits suppliers not only to eliminating all or part of the synthetic pesticides used in cultivation, but also to working on soil conservation and biodiversity. Sustainable ﬁshing: sustainable ﬁshing products identiﬁed as “responsible” are as follows: ASC (Aquaculture Stewardship Council) products, MSC (Marine Stewardship Council) products, organic products, Carrefour Quality Line products, Green List (responsible species), products from a sustainable species is ﬁshing/responsible conﬁrmed by stakeholders and validated by the Group CSR Department, products from ﬁsheries that have implemented a Fisheries Improvement Project (FIP) assessed as credible (tuna excluded) in Annex 7. For tinned tuna, the sustainability criteria are listed in Annex 6 (MSC without ﬁsh aggregation devices and caught with pole and line). farming approach whose credibility Top 100: Carrefour’s Top 100 suppliers must commit to a 1.5°C trajectory to reduce their carbon emissions. In 2023, the Top 100 included 96 suppliers. From 2024, this monitoring will be extended to an increasing number of suppliers Sustainable agriculture: Carrefour’s strategy for developing sustainable agriculture is based on two pillars: the development of its organic range and the development of agroecology through its Carrefour Quality Lines. Product information Number of listed organic Carrefour food products: the number of listed organic products reported pertains to the number of organic products labelled by outside third parties found among retailer‑branded products whose sales during the year were not zero. The number of Group listed products corresponds to the number of listed Carrefour Bio organic products sold by the Group. Number of Carrefour Quality Lines products: the calculation methodology was adjusted in 2019. The number of CQL products corresponds to the sum of all products in the assortment that customers can identify throughout the year as being offered under the CQL programme. The following rules apply: a given product packaged in different ways is only counted once; in the meat and ﬁsh sections, a given product presented in different cuts is only counted once; if the offering is segmented by breed or variety, that breed or variety corresponds to one product. Certiﬁed sustainable products: certiﬁed sustainable products claim a veriﬁed link with environmental and/or social protection. This category includes organic food and non‑food products, products from Carrefour Quality Lines, responsible ﬁshing, responsible wood and paper, responsible textiles (recycled, cashmere, wool and viscose) and European Ecolabel products. Plant Based: plant proteins are all products that are direct substitutes for products whose main ingredients are derived from animal products, other vegetarian or vegan products identiﬁed by a speciﬁc brand (e.g., Carrefour Veggie), label or certiﬁcation (Veggie, Vegan), or whose packaging refers to it, and ﬁnally all pulses (legumes with seeds that are edible for humans) or vegetarian processed products with at least 50% pulses (e.g., hummus) Soy: this indicator concerns soy contained in unprocessed fresh and frozen products (excluding deli meats) in the following categories: chicken, turkey, pork, beef, veal, lamb, salmon, eggs, milk and minced meat. It is a means indicator, based on a contractual commitment made by the supplier. level at soy certiﬁed deforestation‑free with Sustainable soy: full traceability. Carrefour recognises the Proterra, RTRS at the segregated least, Danau Soy and Europe Soy certiﬁcations. Soy from local, non‑deforested production (e.g., Sojalim suppliers in France, local soy production in Europe, etc.). Soy from a region where there is no risk of deforestation (see food transition purchasing rules). Soy from a high‑risk region where a progress plan has been contracted with producers through a ﬁeld project, such as the Cerrado Compensation Mechanism, and validated by stakeholders. Palm oil: Carrefour guarantees that 100% of its palm oil supplies comply with its Responsible Forestry commitments (i.e., POIG, RSPO IP, RSPO Segregated or RSPO Mass Balance). Palm oil derivatives used in household, perfume and hygiene products are excluded from the scope. Sustainable cocoa: cocoa paste is sustainable if it is certiﬁed (see list of accepted certiﬁcations/labels below) or if its trader is evaluated by the Retailer Cocoa Collaboration (RCC) and scores more than 80% (the score is provided by the Group). List of accepted certiﬁcations/labels with full traceability (at least segregated): Fairtrade – Max Havelaar (Sustainable); UTZ – (Sustainable); Symbol of Peasant Rainforest minima SG Producers (Sustainable); World Fair Trade Organization (Sustainable); Transparence Cacao (Sustainable); Cocoa Horizon (Sustainable); Fair for Life (Sustainable). UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 191 1 2 3 4 5 6 7 8 9 2 CORPORATE SOCIAL RESPONSIBILITY AND PERFORMANCE Reporting methodology and verification of information Brazilian beef: the percentage of geo‑referenced Brazilian beef is calculated using the number of tier 2 geo‑referenced suppliers. The tier 2 suppliers correspond to farms that supply the slaughterhouses. Traders: a trader is an upstream player in Carrefour's value chain who negotiates the purchase and sale of agricultural raw materials. Suppliers – Food Transition Pact: there is an international Food Transition Pact and national pacts. National pacts were launched in France, Spain, Belgium, Poland and Romania in 2021 and in Italy in 2022. A supplier may operate in several countries, for example through different subsidiaries. It may appear in several Pacts where separate partnerships are involved. The Food Transition Pact is a reciprocal commitment between Carrefour and partner suppliers committed to the food transition for all. Through this pact, suppliers undertake to take part in four webinars during the year, and also to participate in working groups the company’s transformation. There are four of these coalitions. Their aim is to propose practical initiatives to be rolled out in stores and aimed at customers. (coalitions) created to accelerate A supplier can only participate in one coalition, which meets approximately every six weeks. Customer community: a customer community is a group of engaged consumers who can exchange ideas, share initiatives identiﬁed in‑store (Carrefour and competitors), monitor food transition issues and within which we can communicate our initiatives, collect consumer expectations and feedback. This community meets in several ways: weekly meetings to share information; monthly meetings with suppliers; physical events (twice a year); conversation thread on WhatsApp. ■ ■ ■ ■ Animal welfare – slaughterhouse audits: animal welfare audits are performed in the case of lambs, cattle, hogs, calves and poultry. Slaughterhouse audits can be performed either (i) by Carrefour Quality managers trained in animal welfare issues, based on a Group checklist of animal welfare criteria, or (ii) by a third‑party organisation, based on animal welfare certiﬁcation standards or the Group checklist. Transparency: number of species for which a system is in place to inform consumers about farming methods. The species concerned are veal, pork, beef (meat), beef (milk), eggs and chicken. intends Carrefour to reduce Packaging: the amount of packaging it uses by 20,000 tonnes, including at least 15,000 tonnes of plastic, by 2025. For Carrefour, the elimination of plastic packaging is a priority when calculating this indicator. Carrefour is also committed to eliminating single‑use plastics, as recommended by the EU’s Directive on single‑use plastics (https://eur‑lex.europa.eu/eli/dir/2019/904/oj). The weight of packaging avoided is calculated based on the weight of plastic in the new packaging compared with the old removed packaging, or the difference between the weight before and after packaging for other materials. Partner producers: this indicator shows the number of partner producers (or suppliers where producer traceability is not available) with which Carrefour has a speciﬁc contract. Carrefour lists its partner producers in Organic Farming, Carrefour Quality Lines, its regional partner producers, its local partner producers and partner producers from other collective initiatives. Several criteria must be met, depending on the type of partnership: ■ ■ ■ ■ ■ Organic Farming partner producers: multi‑year contract or with tacit renewal, commitment on volumes and purchase price reflecting production needs and constraints, specific support during the conversion period. At least one of these criteria must be met. Carrefour Quality Line partner producers: multi‑year contract or with tacit renewal, commitment on volumes and purchase price reflecting production needs and constraints, price commitment guaranteeing fair remuneration for the producer. At least one of these criteria must be met. Regional partner producers: they must be located in the same administrative region as the place of sale of the product, and production must also take place in the same administrative region; delivery must be direct between the producer and the store or via a warehouse; the contract must guarantee a fair price to the producer; the region of origin must be visible and easily identifiable by the customer. Local partner producers: they must be geolocated within a short distance of the plaee where their products are sold. Referencing can be done directly by the store without going through the central purchasing unit. The contract with the local partner producer guarantees the producer a fair price, a simplified contract and short payment terms. Finally, the product is known locally and sold in a dedicated space in the store. Partner producers of other collective approaches: the partner must respect the specifications of a sustainable agricultural production method covered by an official quality label, a quality label covered by local legislation or possibly a private label whose specifications are public and controlled by an independent inspection body. It must also respect at least two of following criteria: volume commitment, price commitment guaranteeing fair remuneration for the producer, or multi‑year contract or tacit renewal. the 192 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com CORPORATE SOCIAL RESPONSIBILITY AND PERFORMANCE Reporting methodology and verification of information Customer information Human resources information Customer research is carried out in all the Group’s countries and formats by an internal Carrefour group research unit, present in all countries. These studies are carried out monthly on representative customer sample groups. Gender equality: Executive Directors are a new job category created in 2021 from among the Senior Directors and make up the Group’s Top 200. This indicator tracks the percentage of women in the Group’s Top 200. Act for Food: the indicator tracks the percentage of consumers answering yes to the following question: “Does Carrefour help you eat healthy and responsible food?” This question was updated in September 2023. Therefore, exceptionally in 2023, the results will cover four months (September to December) rather than a full year. Full‑year results will be reported from 2024. The results come from a consumer panel survey. The results are averaged in proportion to the responses obtained on sales by format/country. In 2023 the scope corresponds to 99% of consolidated sales, excluding Supermarkets in Poland. Nutrition: the indicator tracks the reduction of salt and sugar content in Carrefour‑branded products. Reductions relating to a recipe reformulation are only recorded in the year Y in which the recipe was reformulated. This means that all volumes for year Y are taken into account when calculating the reduction for year Y, regardless of the date of reformulation. Savings recorded locally in salt and sugar thanks to products imported from France are deliberately reduced by approximately 40%. Training: this indicator takes into account the average number of employees who have completed at least four hours of training during the year as a proportion of the average group workforce. Disability: number of employees with a disability recognised in accordance with the legislation in force in each country, as a proportion of the total workforce. Headcount at the end of the period: all Company personnel with an employment contract (excluding interns, international trainees, temporary workers and people on suspended contracts) on December 31. Work‑related accidents: since 2020, the frequency and severity rates are calculated by the number of hours actually worked (and no longer by theoretical hours). Hiring: Belgium student contract hires are not taken into account. Limitations linked to current legislation: the deﬁnition of certain indicators (work‑related accidents and employees declared as disabled workers) is deﬁned by the laws in effect in each country, which may cause discrepancies in the method used. Methodology used for estimating Scope 3 emissions: Scope 3 categories Calculation methodology Details of scope (€) for 53 Food: emission calculations begin with France. Within this scope, it is possible to determine the tonnage of products as well as the corresponding sales ﬁgures excluding VAT food categories. Combined with this base, the use of Agribalyse emission factors (agricultural, processing and packaging stages) gives the carbon footprint for France for these 53 product categories. These results are then used to determine monetary emission factors for the 53 food categories. This new base of emission factors, adjusted by country on the basis of purchasing power parity, makes it possible to calculate the carbon footprint of all of the Group’s countries of operation (Brazil, Spain, Belgium, Italy, Romania, Argentina, Poland). Non‑food: emission calculations begin with France. For this scope, data is provided in units sold, linked to net sales (€), for 45 categories. Combined with this base, the use of emission factors from the ADEME carbon footprint database (excluding transport) makes it possible to obtain the carbon footprint for France for these 45 product categories. These results are then used to determine monetary emission factors for the 45 product categories. This new base of emission factors, adjusted by country on the basis of purchasing power parity, makes it possible to calculate the carbon footprint of all of the Group’s countries of operation (Brazil, Spain, Belgium, Italy, Romania, Argentina, Poland). All products sold under a Group banner (integrated and franchised stores) in the eight countries where the Group operates are included in the Group’s carbon footprint. This scope represents 83% of all sales areas under Group banners worldwide. Products sold by international partners are excluded, and represent 17% of sales areas under Group banners worldwide. Purchases of goods and services UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 193 1 2 3 4 5 6 7 8 9 2 CORPORATE SOCIAL RESPONSIBILITY AND PERFORMANCE Reporting methodology and verification of information Scope 3 categories Calculation methodology Details of scope Purchases of ﬁxed assets Emissions are calculated on the basis of total operational investments, associated with ADEME monetary emission factors. Franchises not applicable. Upstream energy emissions Emissions are calculated on the basis of the Group’s energy consumption associated with the upstream and line loss components of the ADEME energy emission factors. Energy consumption only includes integrated stores in the eight countries where the Group operates. Integrated stores account for 66% of sales areas worldwide. Food: emissions are calculated on the basis of data covering purchases of goods and services (in volume where possible, otherwise in euros of sales) associated with the “Inbound Transport” part of the Agribalyse emission factors. Non‑food: emissions are calculated on the basis of data covering purchases of goods and services (in units sold) associated with the “Inbound transport” part of the emission factors in the ADEME carbon footprint database. Emissions are calculated using data concerning waste generated during operations at the global level, associated with emission factors from the ADEME carbon footprint database corresponding to the different types of waste and Ecoinvent 3.4 (other waste). Emissions are calculated using the number of employees worldwide combined with an ADEME emission factor for commuting. Emissions are provided by the agency responsible for business travel in France. These emissions are then extrapolated to the global scope via sales. transport data This data is calculated by means of operational reporting carried out in all of the Group’s countries. Outbound is calculated using operational data for the entire Group. Data on litres consumed (L) OR, failing that, data on distances travelled (km) x national emission factor or one provided by the transport supplier or, failing that, DEFRA (Department for Environment, Food & Rural Affairs – UK) standard emission factors. Data is calculated for France by combining the volumes sold by fuel type with the ADEME emission factor corresponding to the fuel type. Emissions are then extrapolated to the global level via sales per country per fuel type. Travel agency: emissions are calculated using Carrefour travel agency sales in France combined with an ADEME monetary emission factor for air travel. Use of home equipment: emissions are calculated using net sales, broken down into 14 categories. Each category (e.g., camera, speaker, refrigerator) is associated with an average lifespan in years and an average consumption, making to calculate total consumption over the lifespan. This consumption is linked to ADEME emission factors for energy consumption. it possible All products sold under a Group banner (integrated and franchised stores) in the eight countries where the Group operates are included in the Group’s carbon footprint. This scope represents 73% of all sales areas under Group banners worldwide. Products sold by international partners are excluded, and represent 17% of sales areas under Group banners worldwide. Waste generated by the business only includes integrated stores in the eight countries where the Group operates. Integrated stores account for 66% of sales areas worldwide. Franchises not applicable. Business travel for franchise stores and international partners is not included. All products sold under a Group banner (integrated and franchised stores) in the eight countries where the Group operates are included in the Group’s carbon footprint. This scope represents 73% of all sales areas under Group banners worldwide. Products sold by international partners are excluded, and represent 17% of sales areas under Group banners worldwide. All petrol stations operated under the Carrefour banner in the eight countries where the Group operates directly are included. This scope represents 73% of all sales areas under Group banners worldwide. It does not include the stations of international partners, which represent 17% of the total retail sales area worldwide. All products sold under a Group banner (integrated and franchised stores) in the eight countries where the Group operates are included in the Group’s carbon footprint. This scope represents 73% of all sales areas under Group banners worldwide. It does not include products sold by international partners, which represent 17% of sales areas under Group banners worldwide. Inbound transport Waste generated during operations Employee commuting Business travel Outbound transport Use of products sold – Fuels Use of products sold – Other 194 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com CORPORATE SOCIAL RESPONSIBILITY AND PERFORMANCE Reporting methodology and verification of information Scope 3 categories Calculation methodology Details of scope Packaging and home equipment placed on the market: emissions are ﬁrst calculated for the France 2022 scope using the CITEO declaration, for which packaging quantities are associated with emission factors from the ADEME carbon footprint database by packaging type. These emissions are then extrapolated to the French scope using net sales in 2021, 2020 and 2019, and then to the global scope. Food waste: a quantity of food waste is calculated for the French scope using data on purchases of goods and services combined with UN data on household food waste. These tonnages are then associated with an emission factor from the ADEME database (putrescible waste) and then extrapolated globally based on net sales. Emissions are calculated on the basis of the surface area leased by Carrefour combined with the group’s Scopes 1 and 2 on the square metres occupied by the Group. End of life of products sold Downstream leasing Franchises Investments Emissions are calculated by cross‑referencing the franchised surface area, the non‑franchised surface area and the Group’s Scope 1 and 2 emissions. Emissions are calculated using Carrefour Life Insurance data combined with an ADEME monetary emissions factor. All products sold under a Group banner (integrated and franchised stores) in the eight countries where the Group operates are included in the Group’s carbon footprint. This scope represents 73% of all sales areas under Group banners worldwide. It does not include products sold by international partners, which represent 17% of sales areas under Group banners worldwide. Franchises not applicable. Scope 1 and 2 emissions (energy and refrigerant consumption) are taken into account for all stores under a Group banner in the eight countries in which it operates. International partner stores are also included. 100% of all sales areas under Group banners worldwide are covered. Franchises not applicable. Methods of data collection, consolidation and control Reporting period Reporting is conducted on a quarterly basis. Reporting is carried out once a year for the Universal Registration Document submitted to the Board of Directors for approval. Starting in 2012, to meet the requirements of Article 225 of France’s Grenelle II law, the indicators corresponding to stores, merchandise and logistics were calculated over a 12‑month, year‑on‑year period running from October to September. Since 2019, to ensure greater collaboration within the Group, all indicators corresponding to stores, merchandise and logistics are now calculated over a 12‑month period running from January 1 to December 31. In order to make reporting more efficient and precise, the environmental Key Performance Indicators integrated in the CSR and Food Transition Index have been calculated on a three‑month basis (per trimester) since 2020. The period used for annual reporting is the calendar year (January 1 to December 31), without modifying the data for previous years. 1 2 3 4 5 6 7 8 9 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 195 2 CORPORATE SOCIAL RESPONSIBILITY AND PERFORMANCE Reporting methodology and verification of information Data collection methods The system in place is based on dual information reporting that allows for collection of qualitative and quantitative data from the various countries and banners. From a qualitative point of view, the best practices implemented in Group host countries are reported through personalised interviews (in person if possible, by videoconference if not), or by e‑mail. the reporting and From a quantitative point of view, consolidation of Key Performance Indicators has been carried out since 2014 using the BFC application. In 2022, the Group implemented a new EPM Cloud application for reporting environmental indicators. This application is used in conjunction with the one used by the Group for ﬁnancial consolidation and reporting. Customer indicators are taken from the Group’s consumer opinion review platform. Key social performance indicators are reported through the Group’s Human Resources reporting tool. Reporting liaisons identiﬁed in each country are responsible for coordinating environmental and social reporting for their respective countries. Environmental data control methods The EPM Cloud reporting application features automatic consistency checks to prevent data entry errors. It also allows users to insert explanatory comments, which makes auditing and internal control easier. Each reporting manager veriﬁes the data entered before it is consolidated at Group level, with the help of a checklist and control tips that are explained in the deﬁnition sheet for each indicator. The Group’s CSR department carries out a second level of data control. Inconsistencies and errors that are found are reviewed together with the countries and corrected as needed. Social data control methods Social data are locally checked before being entered in the Group human resources tool. The Group’s Human Resources department carries out a second level of data control. Inconsistencies and errors that are found are reviewed together with the countries and corrected as needed. CSR and Food Transition Index Composition of the CSR and Food Transition In dex The CSR and Food Transition index, introduced in 2018, assesses Carrefour’s performance in implementing CSR commitments. It is monitored quarterly and published twice a year. This index covers four categories: (i) procurement and product design, (ii) site operations, (iii) customer involvement and satisfaction with the food transition and (iv) human resource management and employee engagement. Each of these categories is associated with several quantitative objectives and deadlines. Topic Indicators Unit Scope of the objectives Products Certiﬁed sustainable products 8 billion euros in sales of certiﬁed sustainable products by 2026 In thousands of euros Food transition 500 million euros in sales of plant‑based proteins by 2026 in thousands of euros Raw materials (1) 100% of sensitive products with regard to forests, animal welfare, soils, marine resources and human rights covered by a risk mitigation plan by 2030 % Packaging Three Carrefour targets on packaging reduction, bulk and reuse, and packaging recyclability implemented by 2026 Packaging – 1 100% reusable, recyclable or compostable packaging in 2025 % Packaging – 2 20,000 tonnes of packaging avoided, including 15,000 tonnes of plastic packaging by 2025 (cumulative since 2017) Tonnes Controlled and national‑brand products. 8 integrated countries, sales generated under banners (integrated and franchised stores). Controlled and national‑brand food products Integrated countries in Europe, sales generated under banners (integrated and franchised stores). 8 integrated countries, sales generated under banners (integrated and franchised stores). Carrefour‑branded products. Excluding discount (Simpl), no‑name products and own‑brand Lighting products 8 integrated countries, sales generated under banners (integrated and franchised stores). Controlled products and national‑brand products. Packaging of items sold at traditional counters/in‑house (e.g., fruit and vegetable bags, deli containers, indirect purchases) 8 integrated countries, sales generated under banners (integrated and franchised stores). 196 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com CORPORATE SOCIAL RESPONSIBILITY AND PERFORMANCE Reporting methodology and verification of information Topic Indicators Unit Scope of the objectives Packaging – 3 150 million euros in bulk and reusable packaging sales in 2026 (ﬁve‑fold increase vs. 2022) In thousands of euros 50,000 partner producers by 2026 Number Partner producers Stores Food waste 50% reduction in food waste (vs. 2016) % Waste 100% of waste recovered from stores by 2025 % Climate (Scopes 1 and 2) 50% reduction in GHG emissions (Scopes 1 and 2) by 2030, and 70% reduction by 2040 (vs. 2019) % Controlled products and national‑brand products. 8 integrated countries, sales generated under banners (integrated and franchised stores). CQL, organic, regional and local producers and other stakeholders supporting collective approaches. 8 integrated countries, sales generated under banners (integrated and franchised stores). Integrated stores for major formats and warehouses. 8 integrated countries, integrated stores only. Integrated stores for major formats and warehouses. 8 integrated countries, integrated stores only. Integrated stores for major formats and e‑commerce warehouses. 8 integrated countries, integrated stores only. Climate (Scope 3) Top 100 suppliers aligned with a 1.5°C trajectory by 2026 and 20 megatonnes avoided by 2030 Number Suppliers of controlled products and national‑brand products. 8 countries in which the Group operates. Climate (Scope 3) – 1 20 megatonne reduction in CO emissions relating to products sold in‑store by 2030 (vs. 2019) 2 Tonnes Climate (Scope 3) – 2 100% of the Top 100 suppliers to be committed to a 1.5°C trajectory by 2026 % Customers Nutrition and health Elimination of 2,600 tonnes of sugar and 250 tonnes of salt from Carrefour‑branded products by 2026 (vs. 2022) Tonnes Controlled products and own‑brand Lighting products 8 integrated countries, sales generated under banners (integrated and franchised stores). Customer community An active community of consumers of healthy and sustainable products in each country Number 8 countries in which the Group operates. Supplier commitments 500 suppliers involved in the Food Transition Pact by 2030 Number Suppliers of controlled products and national‑brand products. 8 countries in which the Group operates. Act for Food Employees Employee engagement Minimum score of 75/100 for the question “Does Carrefour help you eat better?” Number 8 countries in which the Group operates. Minimum employer recommendation score of 75/100 awarded annually to Carrefour by its employees Number 8 integrated countries, integrated operations only. Gender equality 35% women executives (Top 200) by 2025 Training At least 50% of employees provided access to training every year % % Disability 15,000 employees with a disability by 2026 Number 8 integrated countries, integrated operations only. 8 integrated countries, integrated operations only. 8 integrated countries, integrated operations only. (1) This KPI is a set of three sub‑KPIs (governance, employee training, supplier engagement). Further sub‑KPIs may be added in 2024. Each sub‑KPI has the same weight in the ﬁnal calculation. 1 2 3 4 5 6 7 8 9 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 197 2 CORPORATE SOCIAL RESPONSIBILITY AND PERFORMANCE Reporting methodology and verification of information Methodology for calculating the CSR and Food Transition Index The CSR and Food Transition Index calculates a ﬁnal score that aggregates 17 objectives in four categories (products, stores, consumers, and human resources). The ﬁnal score for each category is calculated as an unweighted average of the four categories. The score for each indicator is calculated as the ratio of the result to its target over the given reporting period, expressed as a percentage. The “employee commitment” indicator is an exception as its score uses the following rule: for each point of deviation from the target of 7.5/10 (i.e., 75/100, up or down), the index score varies by plus or minus 4 points. The data and related calculation are reviewed by external auditors. External audit Quantiﬁed data are produced, consolidated, analysed and published. Selected data are subject to veriﬁcation by an outside third party. External audit The reporting procedures have been veriﬁed by the external Statutory Auditor, Deloitte, appointed as an independent third party. For the Key Performance Indicators and information considered most signiﬁcant, substantive tests have been conducted on the data. Indicators identiﬁed with the symbol √ have been reviewed with reasonable assurance. 198 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com CORPORATE SOCIAL RESPONSIBILITY AND PERFORMANCE Reporting methodology and verification of information 2.4.2 REPORT OF THE INDEPENDENT THIRD‐PARTY ON THE VERIFICATION OF THE CONSOLIDATED NON‐FINANCIAL STATEMENT INCLUDED IN THE GROUP MANAGEMENT REPORT Report of one of the Statutory Auditors, appointed as independent third party, on the veriﬁcation of the consolidated non‑ﬁnancial performance statement Year ended December 31, 2023 This is a free English translation of the report by one of the Statutory Auditors issued in French and is provided solely for the convenience of English‑speaking readers. This report should be read in conjunction with, and construed in accordance with, French law and professional standards applicable in France. To the Shareholders’ Meeting, In our capacity as Statutory Auditor of Carrefour SA (hereinafter the “Company”), appointed as independent third party (“third party”) and accredited by the French Accreditation Committee (Cofrac), under number 3‑1886 (Cofrac Inspection Accreditation, scope available at www.cofrac.fr), we have conducted procedures to express a limited assurance conclusion on the historical information (observed or extrapolated) in the consolidated non‑ﬁnancial performance statement, prepared in accordance with the Company’s procedures (hereinafter the “Guidelines”), for the year ended December 31, 2023 (hereinafter the “Information” and the “Statement”, respectively), presented in the Group management report pursuant to the legal and regulatory provisions of Articles L. 225‑102‑1, R. 225‑105 and R. 225‑105‑1 of the French Commercial Code (code de commerce). Conclusion Based on our procedures as described in the section “Nature and scope of procedures” and the evidence we have obtained, no material misstatements have come to our attention that cause us to believe that the non‑ﬁnancial performance statement does not comply with the applicable regulatory provisions and that the Information, taken as a whole, is not fairly presented in accordance with the Guidelines. Comments Without qualifying the conclusion expressed above, and in accordance with the provisions of Article A. 225‑3 of the French Commercial Code, we make the following comments: The scopes of reporting vary from one indicator to another and are detailed in the non‑ﬁnancial performance statement in the tables within the Detailed Reporting Methodology section. 1 2 3 4 5 6 Preparation of the non‑financial performance statement The absence of a generally accepted and commonly used reference framework or established practices on which to base the assessment and measurement of the Information enables the use of different but acceptable measurement techniques that may impact comparability between entities and over time. Accordingly, the Information must be read and interpreted with reference to the Guidelines, summarised in the Statement and available on the Company’s website or on request from its headquarters. 7 Limits inherent in the preparation of the information relating to the Statement The Information may be subject to uncertainty inherent to the state of scientiﬁc and economic knowledge and the quality of external data used. Some information is sensitive to the choice of methodology and the assumptions or estimates used for its preparation and presented in the Statement. Responsibility of the Company Management is responsible for: ■ ■ selecting or determining the appropriate criteria for the preparation of the Information preparing a Statement pursuant to legal and regulatory provisions, including a presentation of the business model, a description of the main non‑financial risks, a presentation of the policies implemented with respect to these risks as well as the outcomes of these 8 9 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 199 2 CORPORATE SOCIAL RESPONSIBILITY AND PERFORMANCE Reporting methodology and verification of information policies, including key performance indicators and the information set‑out in Article 8 of Regulation (EU) 2020/852 (Green taxonomy); ■ implementing such internal control as it determines is necessary to enable the preparation of Information that is free from material misstatement, whether due to fraud or error. The Statement has been prepared by the board of directors. Responsibility of the Statutory Auditor appointed as independent third party Based on our work, our responsibility is to express a limited assurance conclusion on: ■ ■ the compliance of the Statement with the requirements of Article R. 225‑105 of the French Commercial Code; the fairness of the information provided pursuant to part 3 of sections I and II of Article R. 225‑105 of the French Commercial Code, i.e. the outcomes of policies, including key performance indicators, and measures relating to the main risks, hereinafter the “Information.” As it is our responsibility to issue an independent conclusion on the information prepared by management, we are not authorised to participate in the preparation of the Information, as this could compromise our independence. It is not our responsibility to provide a conclusion on: the Company’s compliance with other applicable legal and regulatory provisions (particularly with regard to the information set‑out in Article 8 of Regulation (EU) 2020/852 (Green taxonomy), the fight against corruption and tax evasion; the fairness of information set‑out in Article 8 of Regulation (EU) 2020/852 (Green taxonomy); the compliance of products and services with the applicable regulations. ■ ■ ■ Applicable regulatory provisions and professional guidance We performed the work described below in accordance with our audit veriﬁcation programme in application of Articles A. 225‑1 et seq. of the French Commercial Code, the professional guidance issued by the French Institute of Statutory Auditors (Compagnie Nationale des Commissaires aux Comptes) relating to this engagement and with the international standard ISAE 3000 (revised - Assurance engagements other than audits or reviews of historical ﬁnancial information). Independence and quality control Our independence is deﬁned by Article L. 821‑28 of the French Commercial Code and French Code of Ethics for Statutory Auditors (Code de déontologie). In addition, we have implemented a system of quality control including documented policies and procedures aimed at ensuring compliance with applicable legal and regulatory requirements, ethical requirements and the professional guidance issued by the French Institute of Statutory Auditors (Compagnie Nationale des Commissaires aux Comptes) relating to this engagement. Means and resources Our work engaged the skills of twelve people between July 2023 and February 2024 for a total of thirty‑two weeks. To assist us in conducting our work, we referred to our corporate social responsibility and sustainable development experts. We conducted around sixty interviews with people responsible for preparing the Statement. Nature and scope of procedures We planned and performed our work taking account of the risk of material misstatement of the Information. We consider that the procedures conducted in exercising our professional judgement enable us to express a limited assurance conclusion: ■ ■ ■ ■ We familiarized ourselves with the activities of all companies in the consolidation scope and the description of the principal risks. We assessed the suitability of the Guidelines with respect to their relevance, completeness, reliability, neutrality and clarity, taking into account, where appropriate, best practices within the sector. We verified that the Statement covers each category of information stipulated in section III of Article L. 225‑102‑1 governing social and environmental affairs, respect for human rights and the fight against corruption and tax evasion. We verified that the Statement provides the information required under Article R.225‑105 of the French Commercial Code where relevant with respect to the principal risks, 200 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com CORPORATE SOCIAL RESPONSIBILITY AND PERFORMANCE Reporting methodology and verification of information We verified that the Statement presents the business model and a description of the principal risks associated with the activities of all the consolidated entities, including where relevant and proportionate, the risks associated with their business relationships, their products or services, as well as their policies, measures and the outcomes thereof, including key performance indicators associated to the principal risks. Where applicable, we verified that the Statement entail an clear and motivated explanation for the absence of policies related to one or several risks as required under Article R.225‑105. We referred to documentary sources and conducted interviews to: assess the process used to identify and confirm the principal risks as well as the consistency of the outcomes, including the key performance indicators used, with respect to the principal risks and the policies presented; and corroborate the qualitative information (measures and outcomes) that we considered to be the most important (1) . ■ ■ We verified that the Statement covers the consolidated scope, i.e. all companies within the consolidation scope in accordance with Article L. 233‑16, with the limits specified in the Statement. We obtained an understanding of internal control and risk management procedures implemented by the Company and assessed the data collection process aimed at ensuring the completeness and fairness of the Information. For the key performance indicators and other quantitative outcomes that we considered to be the most important, presented in Appendix 1, we implemented: ■ ■ analytical procedures that consisted in verifying the correct consolidation of collected data as well as the consistency of changes thereto; substantive tests, on a sample basis and using other selection methods, that consisted in verifying the proper application of definitions and procedures and reconciling data with supporting documents. These procedures were conducted for a selection of contributing entities and covered between 25% and 100% of the consolidated data selected for these tests. We assessed the overall consistency of the Statement in relation to our knowledge of the entire Company. ■ ■ ■ ■ ■ ■ ■ The procedures conducted in a limited assurance review are substantially less in scope than those required to issue a reasonable assurance opinion in accordance with the professional guidelines of the French National Institute of Statutory Auditors (Compagnie Nationale des Commissaires aux Comptes); a higher level of assurance would have required us to carry out more extensive procedures. Paris‑La Défense, March 4, 2024 One of the Statutory Auditors, Deloitte & Associés Bertrand Boisselier Partner, Audit Julie Mary Director, Sustainability Services 1 2 3 4 5 6 7 8 (1) Selected qualitative information: Existence of a climate plan, of a biodiversity strategy, of an animal welfare policy, of a health and food safety poli cy. 9 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 201 2 CORPORATE SOCIAL RESPONSIBILITY AND PERFORMANCE Reporting methodology and verification of information Appendix 1: Information considered most important. Quantitative information (actions and results) relating to the main risks: Climate scope 1 & 2: Percentage reduction in GHG emissions linked to scope 1 and 2 by 2030 (1) (2) (3) (4) (5) (6) (7) Climate scope 3: Reduction of 20 megatons of CO² in emissions linked to products sold in stores by 2030 (compared to 2019)* Climate scope 3: Percentage of Top 100 suppliers committed to a 1.5°C trajectory by 2026* Percentage of waste recycled by 2025 1 3 6 (8) Percentage of reduction in food waste (kg/sq.m.) compared to 2016 1 2 6 Percentage of reusable, recyclable or compostable packaging for Carrefour‑branded products (%) 1 6 8 Cumulative tons of packaging saved since 2017 1 2 6 Bulk sales and reuse in 2026 multiplied by 5 vs 2022 1 2 4 8 Tonnage of certified and fully traced palm oil from Carrefour product sales 1 2 6 Sales (€) from products using Zero Deforestation soybeans 1 2 Sales (€) from sales of Zero deforestation cocoa (butter and pasta) 1 2 Sales (€) from sales of cage‑free shell egg 1 6 ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ Sales (€) from certified responsible products 1 2 6 Sales (€) from plant‑based protein products 1 2 3 Number of products containing cage‑free egg ingredients 1 2 Number of supplier slaughterhouses audited 1 2 6 Total raw materials sourcing score* Number of partner producers by 2025 1 2 3 Number of suppliers committed to the food transition pact by 2030 1 2 * Number of active consumer communities for healthy and sustainable products in each country 1 2 Percentage of consumers answering yes to the question: "Does Carrefour help you eat healthily and responsibly? *(9) Nutrition & Health: Reduction of tons of sugar and salt in Carrefour‑branded products by 2026 (vs 2022) 1 1 Workforce Absenteeism rate 1 * Severity rate 1 * Frequency rate 1 * * Percentage of women appointed to key positions Employer * Carrefour by its employees recommendation score awarded annually to Percentage of employees with a disability 1 2 Average number of training hours per employee 1 2 8 (1) (2) (3) (4) (5) (6) (7) (8) We have selected a list of business units for detailed testing. These business units are: France Spain Italy Poland Romania Brazil Argentina Belgium * Group 202 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com 3 CORPORATE GOVERNANCE Governance summary 204 3.4 Compensation and benefits granted to Participants in the governance system Recent changes in corporate governance Carrefour governance – key figures (December 31, 2023) 3.1 A balanced governance structure 3.1.1 Balance of powers 3.1.2 Balanced composition of the Board of Directors 3.2 The Board of Directors 3.2.1 Composition of the Board of Directors 3.2.2 Operation of the Board of Directors 3.2.3 Board of Directors’ specialised Committees 3.3 Group Executive Committee 3.3.1 Composition of the Group Executive Committee 3.3.2 Balanced composition of the Group Executive Committee 3.3.3 Biographies of the members of the Group Executive Committee 204 205 206 207 207 209 214 214 232 235 243 243 243 244 Company Officers 3.4.1 Process for determining and implementing compensation policies for Company Officers 3.4.2 Directors’ compensation 3.4.3 Compensation of Executive Officers 3.4.4 Breakdown of compensation and benefits granted to Executive Officers 3.5 “Comply or Explain” rule of the AFEP‑‑MEDEF Code 3.6 Transactions in the Company’s shares carried out by Company Officers 3.7 Related‑‑party agreements referred to in Articles L. 225‑‑38 et seq. of the French Commercial Code Authorisation procedure for arm’s length and related‑party agreements Agreements referred to in Articles L. 225‑38 et seq. of the French Commercial Code Statutory Auditors’ special report on regulated agreements 248 248 248 250 259 261 262 263 263 263 263 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 203 3 CORPORATE GOVERNANCE Governance summary The Board of Directors implements a balanced and appropriate governance structure, in line with best practices. As part of this work, the Board of Directors relies on the recommendations of the Governance Committee. The Board refers to the AFEP‑MEDEF corporate governance code for listed companies (AFEP‑MEDEF Code), as amended in December 2022, which may be consulted at the Company’s head office, on the AFEP website (www.afep.com) and on the MEDEF website (www.medef.com) and takes into account the recommendations set out in the implementing guidelines of the AFEP‑MEDEF Code, the recommendations of the High Commission on Corporate Governance (Haut Comité de Gouvernement d’entreprise) and of the AMF, ongoing dialogue with shareholders and voting results of the Shareholders’ Meetings, as well as the recommendations of proxy advisory ﬁrms and non‑ﬁnancial rating agencies. Governance summary PARTICIPANTS IN THE GOVERNANCE SYSTEM SHAREHOLDERS’ MEETING BOARD OF DIRECTORS AND ITS SPECIALISED COMMITTEES Audit Committee * Compensation Committee * Governance Committee * CSR Committee * Strategic Committee CHAIRMAN AND CHIEF EXECUTIVE OFFICER VICE-CHAIRMAN LEAD DIRECTOR EXECUTIVE COMMITTEE * Committee chaired by an Independent Director 204 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com CORPORATE GOVERNANCE Governance summary COMPOSITION OF THE BOARD OF DIRECTORS AT DECEMBER 31, 2023 Marie-Laure Sauty de Chalon * Philippe Houzé Vice-Chairman Alexandre Bompard Chairman and Chief Executive Officer Stéphane Israël * Lead Director Cláudia Almeida e Silva * Sylvie Dubois Representing employees Arthur Sadoun * Patricia Moulin Lemoine Mathilde Lemoine * Independent Director. Flavia Buarque de Almeida Stéphane Courbit * 15 Directors Frédéric Barrault Representing employees Charles Edelstenne * Aurore Domont * Abilio Diniz RECENT CHANGES IN CORPORATE GOVERNANCE In light of dialogue with shareholders, Shareholders’ Meeting voting results and best practices in the market, the Board of Directors has discussed possible changes to the Company’s governance. Following this work, on the recommendation of the Governance Committee, the Board of Directors decided on March 22, 2023 to change the composition of its Committees, in particular to improve their degree of independence (see Section 3.2.3 of this Universal Registration Document). Also on the recommendation of the Governance Committee, the Board of Directors decided to ask the Shareholders’ Meeting of May 26, 2023 for its approval, which was given, to reappoint the following two Directors: Alexandre Bompard and Marie‑Laure Sauty de Chalon. On May 26 2023, the Board of Directors also decided to reappoint Alexandre Bompard as Chairman and Chief Executive Officer. In addition, following the meeting of the European Works Council (Comité d’Information et de Concertation Européen Carrefour) on October 18, 2023 designating Sylvie Dubois as a Director representing employees, she joined the Board of Directors on October 25, 2023. On the recommendation of the Governance Committee, the Board of Directors decided, at its meeting on March 13, 2024, to appoint Eduardo Rossi to replace Mr Diniz. At the May 24, 2024 Shareholders’ Meeting, the shareholders will be asked to ratify this appointment and to renew the directorships of Cláudia Almeida e Silva, Aurore Domont, Patricia Moulin‑Lemoine, Philippe Houzé, Stéphane Israël, Stéphane Courbit and Arthur Sadoun. At that same Meeting, the Board of Directors will also invite the shareholders to appoint Marguerite Bérard as a Director. If Marguerite Bérard is appointed by the shareholders, she will join the Audit Committee as an independent Director. The Board of Directors also changed the composition of its committees as follows: ■ ■ ■ Sylvie Dubois, Director representing employees, joined the CSR Committee; Frédéric Barrault, Director representing employees, joined the Compensation Committee; Flavia Buarque de Almeida, Director, joined the Strategy Committee. At its December 7, 2023 meeting, the Group Committee appointed Frédéric Barrault in the same capacity and he joined the Board of Directors on December 15, 2023. At the date of this Universal Registration Document, the Board of Directors had 15 members including two Directors representing employees. At its meeting on 20 February 2024, the Board of Directors noted with deep sadness the death of Mr Diniz, who had been a Director of the Company since May 17, 2016. 1 2 3 4 5 6 7 8 9 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 205 3 CORPORATE GOVERNANCE Governance summary CARREFOUR GOVERNANCE – KEY FIGURES (DECEMBER 31, 2023) 54% 15 Directors including 2 representing employees Independence rate* 46% women* 5 specialised Committees of which 4 are chaired by Independent Directors and 1 by a woman 98% 100% 9 Board meetings in 2023 Attendance rate at Board meetings Attendance rate at Committee meetings * In accordance with the AFEP-MEDEF Code and the law, Directors representing employees are not included in the calculation of the above percentages. 206 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com CORPORATE GOVERNANCE A balanced governance structure 3.1 A balanced governance structure 3.1.1 BALANCE OF POWERS The Board of Directors regularly reviews whether the Company has a suitably balanced governance structure. 3.1.1.1 Executive Management structure There is no preferred Executive Management structure under the French legislation in force. It is the Board of Directors’ responsibility to choose between the two possible Executive Management methods (separate or combined), as provided by Article 3.2 of the AFEP‑MEDEF Code, according to the Company’s speciﬁc requirements. Upon the appointment of Alexandre Bompard as Chairman and Chief Executive Officer on July 18, 2017, the Board of Directors decided to maintain the joint nature of the offices of Chairman and Chief Executive Officer to simplify the decision‑making process and enhance the efficiency and responsiveness of the Company’s governance. The ratiﬁcation and renewal of his directorship were approved by the Shareholders’ Meeting of June 15, 2018. The Shareholders’ Meeting of May 26, 2023 renewed the term of office of Alexandre Bompard as Director. Following this renewal, the Board of Directors in Alexandre Bompard by renewing his appointment as Chairman and Chief Executive Officer. its conﬁdence reiterated The Board of Directors regularly examines its composition and operation and seeks to implement a balanced governance structure that is appropriate and capable of dealing with the circumstances and challenges of the Carrefour group. The Board of Directors considers the governance measures implemented in the Company provide a suitable balance of powers in line with best practices and offer the guarantees required to operate a combined management structure, particularly in light of: that ■ ■ the presence of a majority of Independent Directors as members of the Board of Directors and two Directors representing employees; the existence of the Board of Directors’ five specialised Committees with different duties and responsibilities in the areas of audit, compensation, governance, CSR and strategy (see Section 3.2.3 of this Universal Registration Document on the role and composition of these Committees); ■ ■ ■ ■ the Chairmanship by an Independent Director of the Audit Committee, Compensation Committee and CSR Committee; Governance Committee, the presence of an independent Lead Director with specific responsibilities and duties in 2020 and 2021 (see Section 3.1.1.4 of this Universal Registration Document); that were extended the appointment, in 2020, of a Vice‑Chairman of the Board of Directors, a position held by a Director representing an early shareholder of the Company (see Section 3.1.1.3 of this Universal Registration Document); and limitations to the powers of the Chairman and Chief Executive Officer under the Board of Directors’ Internal Rules, providing for the Board of Directors’ prior approval of certain decisions of major strategic importance or likely to have a material adverse effect on the Company (see below). The Board of Directors noted the efficiency of the combination of the duties of Chairman and Chief Executive Officer and was satisﬁed with the balance of powers existing between the Chairman and Chief Executive Officer and the Directors. According to the self‑assessment of the Board of Directors’ work, conducted at the end of 2023, all the Board members appreciate implemented and conﬁrm the the quality of governance relevance of the Executive Management structure which promotes a close relationship based on trust between the Chairman and Chief Executive Officer and the Directors. The Board of Directors considered that the consolidation of the duties of Chairman and Chief Executive Officer, at a time of profound the Group, allowed greater efficiency and responsiveness in the Group’s management enabling the Directors to perform their duties. The Board of Directors noted that this organisation promoted a transparent and dynamic dialogue between the Executive Management and the Board of Directors, in particular with a view to implementing a leaner, prompt and effective Carrefour 2026 strategic plan. This Executive Management structure also recently demonstrated its relevance in the midst of an unprecedented health crisis demanding a high level of involvement and responsiveness from the Directors and Executive Management. transformation for UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 207 1 2 3 4 5 6 7 8 9 3 CORPORATE GOVERNANCE A balanced governance structure 3.1.1.2 Limitations of powers of the Chairman and Chief Executive Officer Given the decision to combine the duties of Chairman and Chief Executive Officer, the Board of Directors’ Internal Rules have included restrictions on the powers of the Chairman and Chief Executive Officer. The Chairman and Chief Executive Officer therefore cannot carry out the following transactions or actions in the name and on behalf of the Company without the Board of Directors’ prior consent: ■ ■ ■ ■ ■ investment and divestment transactions under consideration by the Group, in particular acquisitions and disposals of assets or holdings, subscriptions to any issues of shares, partnership interests or bonds and the conclusion of partnerships and joint‑venture agreements, as well as any transaction likely to affect in an amount exceeding 250 million euros per investment/divestment on behalf of the Group; the Group’s strategy, financial transactions, regardless of their conditions, in an amount exceeding 2 billion euros; the Chairman and Chief Executive Officer must report to the Board of Directors for transactions below this amount; decision to directly establish overseas sites through the creation of a branch, a direct or indirect affiliate, or the acquisition of an interest or the withdrawal from these sites; any merger, spin‑off or asset transfer for net asset transfer values in excess of 250 million euros, excluding any internal restructuring; the total or partial sale of non‑financial assets not valued in the statement of financial position, including brands, particularly the Carrefour brand and customer data; ■ in the event of a dispute, any transaction or settlement in an amount greater than 100 million euros per case. 3.1.1.3 Vice‑Chairman of the Board of Directors On April 20, 2020, the Board of Directors decided, following the appointment of Stéphane Israël as Lead Director, to appoint Philippe Houzé, a recognised player industry, involved in the development of the omni‑channel, responsible and innovative business, and representing one of the Group’s main shareholders, as Vice‑Chairman of the Board of Directors. in the retail According to the Board of Directors’ Internal Rules, the role of the Vice‑Chairman of the Board of Directors is to chair the Board of Directors’ meetings in the absence of the Chairman and to assist the Chairman of the Board of Directors in his duties to ensure that the Company’s governance bodies are operating correctly. 3.1.1.4 Independent Lead Director At its meeting on June 21, 2011, the Board of Directors decided to combine the duties of Chairman and Chief Executive Officer and create the role of Lead Director. On the recommendation of the Governance Committee, the Board of Directors at its meeting on April 20, 2020 decided to Independent Director, as Lead appoint Stéphane Israël, an Director, replacing Philippe Houzé, who was appointed Vice‑Chairman of the Board of Directors. Duties According to the Board of Directors’ Internal Rules, the role of the Lead Director is to assist the Chairman of the Board of Directors in his duties to ensure that the Company’s governance bodies are operating correctly. He has particular responsibility for examining situations where there is a real or potential conﬂict of interest, which could affect Directors or the Chairman of the Board of Directors in respect of the interests of the business, whether strategic management or speciﬁc agreements. He reports to the Board of Directors on his work. to operational projects, relates this In line with the work and discussions on the improvements that could be made to the Company’s governance, on February 17, 2021 and March 22, 2023, the Board of Directors decided, on the recommendation of the Governance Committee, to adapt its Internal Rules to extend the Lead Director’s duties and specify the resources available for the performance of his duties. A key intermediary for the Directors, the Lead Director approves the agenda for Board meetings, can propose speciﬁc items for inclusion in the agenda and may be consulted on the schedule of Board meetings. The Lead Director is also responsible for organising two meetings per year without the Executive Officers in attendance (executive sessions). Within the scope of his responsibilities, the Lead Director has access to all the documents and information that he deems necessary to the performance of his tasks. He can request external studies at the Company’s expense or require the assistance of the Group Secretary General in the performance of his duties. 208 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com CORPORATE GOVERNANCE A balanced governance structure 2023 principal activities In 2023, the Lead Director: had regular discussions with the members of the Board and its various committees about the practices and procedures of the Company’s governance bodies, making him a key intermediary for the Independent Directors and the Chairman and Chief Executive Officer; supervised the external assessment of the Board of Directors and met individually with each of the Directors; ensured that the governance rules were applied within the Board and its committees; was involved in the work of the Strategic Committee; ■ ■ ■ ■ ■ ■ ■ ■ ■ was not required to deal with any conflicts of interest within the Board of Directors; discussed the agendas of the Board meetings with the Chairman of the Board of Directors; held discussions with the Board of Directors, without the Executive Officer in attendance, on the composition of the Board of Directors, the agenda of Board meetings and the main items to be included on the agenda; contributed to dialogue with shareholders and signed a letter addressed to shareholders ahead of the Shareholders’ Meeting; attended meetings of the Audit, Compensation and Strategic Committees. 3.1.2 BALANCED COMPOSITION OF THE BOARD OF DIRECTORS 3.1.2.1 Diversity policy As part of promoting the Directors’ diverse backgrounds and in accordance with paragraph 2 of Article L. 22‑10‑10 of the French Commercial and recommendation 6.2 set out in the AFEP‑MEDEF Code, the Board of Directors regularly examines whether the Board and its specialised Committees have a suitably balanced membership structure. commerce) (Code Code de Targets The Board of Directors, assisted by the Governance Committee, ensures that all the necessary skills are used to implement the Company’s strategic plan. It seeks to ensure that the Directors’ skills are balanced, relevant and complementary in light of the Carrefour group strategy so that their areas of expertise evenly cover knowledge of the retail sector, Executive Management experience, governance, ﬁnance, international experience, digital transformation and innovation, as well as corporate social responsibility. The Board of Directors also aims to maintain an appropriate global degree of independence in light of the Company’s governance structure, shareholder base and gender balance, and strives to promote a diverse and adequate representation of Directors, in terms of experience, age, nationality and culture. Implementation and monitoring The Governance Committee regularly examines the adequacy of the composition of the Board of Directors and its specialised Committees and reports to the Board of Directors on its work. It identiﬁes, in accordance with the main objectives set out above and, more generally, with corporate governance best practices, the guidelines to be followed to ensure the best possible balance on the basis of its diversity policy. As part of this work, it also endeavours to take into account the recommendations that result from dialogue with shareholders. The review of the implementation and the monitoring of the Board of Directors’ diversity policy are conducted annually, as part of the Board of Directors’ assessment process supervised by the Lead Director. The Board of Directors must devote one agenda item each year to discussing the conclusions of this assessment. Since the 2019 ﬁnancial year, the Board of Directors has established a Directors’ skill matrix to facilitate the follow up of its diversity policy. This matrix, presented below, is updated annually, and allows the precise mapping of each Director’s areas of expertise. In 2023, the Board of Directors considered that its composition was appropriate based on the diversity criteria examined. However, it pays close attention to any potential changes that the Group’s development and could be consistent with dynamism. Results Since 2017, the Board of Directors’ implementation of the policy has resulted in the continuous renewal of its composition in order to achieve equal representation, particularly in terms of independence, gender, expertise, age and seniority of its members. The addition since 2017 of new, younger Directors of different nationalities and with different skills and experience has made the Board more international and expanded its entrepreneurial and digital expertise. In 2020, on the recommendation of the Governance Committee, and in accordance with the requests of the Company’s shareholders, the Board of Directors also decided to reduce its size. The appointment of Arthur Sadoun as an Independent Director also strengthened the independence of the Board, and added an international proﬁle, experience in business transformation and digital expertise. The result is a leaner Board of Directors, with gender balance and a degree of independence in line with best governance practices. At December 31, 2023, the Board of Directors had 13 members (excluding Directors representing employees), six or 46% of whom were women and 54% of whom were independent (these percentages do not include the two Directors representing employees). Three of the Directors were non‑French. In addition, four committees are chaired by Independent Directors. 1 2 3 4 5 6 7 8 9 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 209 3 CORPORATE GOVERNANCE A balanced governance structure The Board of Directors beneﬁts from the diversity of its Directors’ backgrounds, their complementary experience (including retail, ﬁnancial, industrial, economic, sales, digital and innovation expertise) and, in some cases, their in‑depth experience and knowledge of the Group’s business, industry and environment both in France and abroad. Criteria Targets Implementation and results obtained in 2023 Composition of the Board of Directors Gender equality on the Board of Directors 44% 43% 46% 46% 46% 2019 2020 2021 2022 2023 In accordance with AFEP‑MEDEF Code recommendations, the above percentages do not include Directors representing employees. Build up the necessary skills to implement the Company’s strategic plan High-level management experience 0 Governance 0 Finance 0 International 0 CSR 0 Digital transformation & Innovation 0 Retail 0 7 7 8 11 10 9 12 13 13 13 13 13 13 13 Appointment of two Directors representing employees 2 Directors representing employees Designated by the Group Committee for France Designated by the European Works Council Two new Directors representing employees were appointed in October and December 2023, for a three‑year term. 210 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com CORPORATE GOVERNANCE A balanced governance structure Criteria Targets Implementation and results obtained in 2023 Directors’ independence 50% of Independent Directors, in compliance with the AFEP‑MEDEF Code for widely‑held corporations without controlling shareholders 46% Non-independent Directors 54% Independent Directors In accordance with AFEP‑MEDEF Code recommendations, the above percentages do not include Directors representing employees. Age of Directors No more than one‑third of Directors over the age of 75 10 Average tenure of Board members 1 2 3 40 - 50 50 - 60 60 - 75 >75 Average age 62 years 2019 58 years 2020 58 years 2021 60 years 2022 61 years 2023 62 years 10 1 2 2 0 - 2 2 - 5 5 - 10 10 - 15 Average tenure 7 years Directors are active and committed, which contributes to the quality of the Board of Directors’ deliberations with respect to the decisions it takes. Directors’ proﬁles and their levels of experience and expertise are described in their biographies in Section 3.2.1.3 of this Universal Registration Document. 1 2 3 4 5 6 7 8 9 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 211 3 CORPORATE GOVERNANCE A balanced governance structure 3.1.2.2 Directors representing employees The Board of Directors referred to the following AFEP‑MEDEF Code criteria in determining a Director’s independence: Article 11 of the Company’s Articles of Association speciﬁes that “When the Company falls within the scope of Article L. 225‑27‑1 of the French Commercial Code, the Board of Directors shall also include one or more Directors representing employees of which the number and conditions of appointment are set by the applicable legal provisions of these Articles of Association. When only one Director representing employees is to be appointed, he/ she is appointed by the Group Committee (Comité de Groupe français Carrefour). When two Directors representing employees are to be appointed, the second is appointed by the European Works Council (Comité d’information et de concertation européen Carrefour).” Following the meeting of the European Works Council (Comité d’Information et de Concertation Européen Carrefour) on October 18, 2023 designating Sylvie Dubois as a Director representing employees, she joined the Board of Directors on October 25, 2023. At its December 7, 2023 meeting, the Group Committee appointed Frédéric Barrault in the same capacity and he joined the Board of Directors on December 15, 2023. in Section 3.2.1.3 of this Their biographies are presented Universal Registration Document. As required by law, they have both resigned from their positions as trade union employee representatives. The Directors representing employees have the same status, rights and responsibilities as the other Directors. They received compensation in 2023 on the same basis as other Directors. representing The Board of Directors granted Directors employees 20 hours of training per year and 15 hours of preparation time per meeting. They received internal training to familiarise them with the role of and rules pertaining to Directors, as well as their rights, obligations and responsibilities in that capacity. In early 2024, they received training provided by the French Institute of Directors (Institut Français des Administrateurs – IFA) and paid for by the Group. the Board of Directors offered Furthermore, the opportunity to participate in an integration programme designed to enhance their knowledge of the Group’s business and organisation. To this end, they have had interviews with Group Senior managers. them 3.1.2.3 Directors’ independence In accordance with the AFEP‑MEDEF Code, applied by the Company, “the Independent Directors should account for half the members of the Board in widely held corporations without controlling shareholders”. Independence criteria According to the AFEP‑MEDEF Code, Directors are independent if they have no relationship of any kind with the Company, its Group or its Management that could compromise their freedom of judgement. Thus, an Independent Director must not only be a Non‑Executive Director, i.e., one not performing any management duties within the Company or its Group, but must also be free of any particular vested interest (as a signiﬁcant shareholder, employee, or otherwise) in the Company or its Group. not to be or have been over the past five years: ■ ■ ■ ■ an employee or Executive Officer of the Company, an employee, Executive Officer or Director of a company that the Company consolidates, an employee, Executive Officer or Director of the Company’s parent company or a company that the latter consolidates, ■ not to be an Executive Officer of a company in which the Company directly or indirectly holds a directorship or in which an employee appointed as such or an Executive Officer of the Company (currently in office or having held such office over the past five years) is a Director; ■ not to be a customer, supplier, commercial banker: investment banker or ■ ■ that is material for the Company or its Group, or for which the Company or its Group represents a significant proportion of business, ■ ■ ■ not to be related by close family ties to a Company Officer; not to have been a Statutory Auditor of the Company over the past five years; not to have been a Director of the Company for more than 12 years. non‑executive Company Officer A variable compensation in cash or securities or any compensation linked to the performance of the Company or the Group cannot be considered independent. receiving Directors representing main shareholders of the Company may be regarded as independent if the relevant shareholder does not exercise any control over the Company. However, beyond a threshold of 10% of the share capital or voting rights, the Board of Directors will, on the recommendation of the Governance Committee, review the Director’s independence taking into account the Company’s ownership structure and the existence of any potential conﬂicts of interest. Review of Directors’ independence The Board of Directors’ Internal Rules require that it conduct an annual review, on the recommendation of the Governance Committee, of each Director’s independence. In accordance with the AFEP‑MEDEF Code, and on the recommendation of the Governance Committee, the Board of Directors conducted the 2023 assessment of the Directors’ independence on March 13, 2024. From among its members, seven directors are deemed to be Independent, i.e., 54%, in the accordance with AFEP‑MEDEF Code (this proportion does not include Directors representing employees). recommendation set out the in Cláudia Almeida e Silva, Aurore Domont and Marie‑Laure Sauty de Chalon, as well as Stéphane Courbit, Charles Edelstenne, Stéphane Israël and Arthur Sadoun, qualify as Independent Directors. 212 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com On the recommendation of the Governance Committee, the Board of Directors determined that none of the Independent Directors have any material business relationships with the Group, directly or indirectly, that could create a conﬂict of interests from the point of view of either the Group or the Director concerned. Several criteria were used to determine the materiality of business relationships: the precedence and history of the contractual relationship between the Group and the group within which a Company Director holds a Company office or has executive duties; the existence of arm’s length conditions in the contractual relationship; the absence of economic dependence or exclusivity; and the non‑material nature of the proportion of sales resulting from business relationships between the group concerned and the Carrefour group. On the recommendation of the Governance Committee, the Board of Directors re‑examined the status of Charles Edelstenne. In July 2020, Charles Edelstenne exceeded 12 years of service recommended by the AFEP‑MEDEF Code. the maximum the Board of Directors Accordingly, into account Charles Edelstenne’s reputation, professional experience, the objectivity he has consistently demonstrated during Board meetings, his critical judgement and his ability to make sound decisions in all situations, in particular as regards Executive Management. took CORPORATE GOVERNANCE A balanced governance structure The Board of Directors also took into account the change to the management team that took place in 2017, which meant that close ties could not be formed with the current team given the duration of his term. Charles Edelstenne’s qualities and in‑depth knowledge of the Group were considered essential given the radical change in the composition of the Board since 2018 and its reduced size, making him a highly valuable contributor to the Board’s strategic decisions. Given this assessment, the Board of Directors considered that the length of directorship criterion deﬁned in the AFEP‑MEDEF Code among eight other criteria was not for Charles Edelstenne to automatically lose his independent status, and that there was no other reason to prevent him from continuing in office as an Independent Director. itself sufficient In accordance with the Board of Directors’ Internal Rules, Directors express their opinions freely and commit to preserving in all circumstances their independence of analysis, judgement, decision‑making and actions. They also undertake to reject any pressure, whether direct or indirect, that could be exerted upon them from other Directors, speciﬁc groups of shareholders, creditors, suppliers or any other third party. Each Director shall refrain from seeking or accepting from the Company or its affiliates, directly or indirectly, any advantages that could be considered likely to compromise his or her independence. The table below shows the position of each Director (except for the Directors representing employees) at December 31, 2023, based on the independence criteria set out in the AFEP‑MEDEF Code: Director (1) Alexandre Bompard Chairman and Chief Executive Officer Philippe Houzé Vice‑Chairman Stéphane Israël Lead Director (*) Cláudia Almeida e Silva (*) Flavia Buarque de Almeida Stéphane Courbit (*) Abilio Diniz Aurore Domont (*) Charles Edelstenne (*) Mathilde Lemoine Patricia Moulin Lemoine Arthur Sadoun (*) Marie‑Laure Sauty de Chalon (1) In the table: (*) Criterion 1 Employee or Company officer in the past 5 years Criterion 2 Cross- directorships Criterion 3 Signiﬁcant business relationships Criterion 4 Family ties Criterion 5 Statutory Auditors Criterion 6 In office for more than 12 years Criterion 7 Non- executive Company officer Criterion 8 Main shareholder X ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ X ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ X ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ X ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ X ✓ ✓ X ✓ X ✓ ✓ ✓ X ✓ ✓ signiﬁes an independence criterion that has been met. ✓ X signiﬁes an independence criterion that has not been met. (*) Independent Directors. UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 213 1 2 3 4 5 6 7 8 9 3 CORPORATE GOVERNANCE The Board of Directors 3.2 The Board of Directors 3.2.1 COMPOSITION OF THE BOARD OF DIRECTORS 3.2.1.1 Composition of the Board of Directors at December 31, 2023 On December 31, 2023, the Board of Directors had 15 members including two Directors representing employees. The composition of the Board of Directors and its specialised Committees is presented in the following table: Director Nationality Age Gender Independent Appointment Most recent appointment Duration of appointment Alexandre Bompard Chairman and Chief Executive Officer Philippe Houzé Vice‑Chairman Stéphane Israël Lead Director French French French Cláudia Almeida e Silva Portuguese Flavia Buarque de Almeida Stéphane Courbit Abilio Diniz Aurore Domont Charles Edelstenne Frédéric Barrault (4) Mathilde Lemoine Patricia Moulin Lemoine Arthur Sadoun Sylvie Dubois (4) Marie‑Laure Sauty de Chalon Brazilian French Brazilian French French French French French French French French 51 76 52 50 56 58 87 55 85 58 54 74 52 58 61 M M M F F M M F M M F F H F F 07/18/2017 05/26/2023 06/11/2015 05/21/2021 06/15/2018 05/21/2021 01/22/2019 (3) 05/21/2021 04/12/2017 06/03/2022 06/15/2018 05/21/2021 05/17/2016 06/03/2022 06/15/2018 05/21/2021 07/28/2008 06/03/2022 12/07/2023 - 05/20/2011 05/21/2021 06/11/2015 05/21/2021 09/07/2021 (5) 10/18/2023 - - 06/15/2017 05/26/2023 X X X X X X X (1) (2) (3) (4) (5) Date of the Annual Shareholders’ Meeting called to approve the financial statements for the previous year. Other corporate offices held within listed companies (outside the Carrefour group). When several corporate offices are held within listed companies of the same group, they are identified as one sole corporate office. Date of appointment; ratified by the 2019 Shareholders’ Meeting. Director representing employees. Date of appointment; ratified by the 2022 Shareholders’ Meeting. 214 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com CORPORATE GOVERNANCE The Board of Directors 1 2 3 4 5 6 7 8 9 End of term (1) Other corporate (2) offices Audit Committee Compensation Committee Governance Committee CSR Committee Strategic Committee Board of Directors’ specialised Committees 2026 AGM 2024 AGM 2024 AGM 2024 AGM 2025 AGM 2024 AGM 2025 AGM 2024 AGM 2025 AGM 12/07/2026 2024 AGM 2024 AGM 2024 AGM 10/18/2026 2026 AGM Chair. Vice‑Chair. Member. ◆ ■ ● 1 - - - 1 - 1 - 3 - - - 1 - 2 ● ◆ ● ● ◆ ● ● ● ■ ● ◆ ● ● ● ● ◆ ● ● ◆ ● Directors, except Directors representing employees, are appointed by the Ordinary Shareholders’ Meeting upon proposal of the Board of Directors on the recommendation of the Governance Committee. They are appointed for a term of three years. UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 215 3 CORPORATE GOVERNANCE The Board of Directors 3.2.1.2 Changes in the composition of the Board of Directors Changes in the composition of the Board of Directors in 2023 are summarised in the following table: Departures Appointments Renewals Board of Directors Martine Saint‑Cricq Thierry Faraut Sylvie Dubois Frédéric Barrault Alexandre Bompard Marie‑Laure Sauty de Chalon The Shareholders’ Meeting of May 26, 2023, renewed the terms of Alexandre Bompard and Marie‑Laure Sauty de Chalon as Directors. Following the meeting of the European Works Council (Comité d’Information et de Concertation Européen Carrefour) on October 18, 2023 designating Sylvie Dubois as a Director representing employees, she joined the Board of Directors on October 25, 2023. At its December 7, 2023 meeting, the Group Committee appointed Frédéric Barrault in the same capacity and he joined the Board of Directors on December 15, 2023. In addition, recent changes in the composition of the Board of Directors are detailed in corporate governance” at the beginning of Chapter 3 of this Universal Registration Document. in the Section “Recent changes 216 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com CORPORATE GOVERNANCE The Board of Directors 3.2.1.3 Directors’ biographies at December 31, 2023 Alexandre Bompard CHAIRMAN AND CHIEF EXECUTIVE OFFICER / Chairman of the Strategic Committee YEARS IN OFFICE: 6 YEARS ATTENDANCE RATE: 100% Alexandre Bompard is a graduate of Institut d’études politiques de Paris, with a degree in Public law and a postgraduate degree in Economics. He is also a graduate of École Nationale de l’Administration (ENA) (Cyrano de Bergerac class). After graduating from ENA, Alexandre Bompard joined the French General Inspectorate of Finance (1999‑2002). He went on to become the technical advisor to François Fillon, then Minister for Social Affairs, Labour and Solidarity (April‑December 2003). From 2004 to 2008, he held several positions within the Canal+ group, notably as Chief of Staff for Chairman Bertrand Méheut (2004‑2005) and Director of Sport and Public Affairs (June 2005‑June 2008). In June 2008, he was appointed Chairman and Chief Executive Officer of Europe 1 and Europe 1 Sport. In January 2011, Alexandre Bompard joined the Fnac group where he was appointed Chairman and Chief Executive Officer. On June 20, 2013, he also launched Fnac’s IPO. In the fall of 2015, Fnac offered to take over the Darty group and on July 20, 2016 Alexandre Bompard became Chairman and Chief Executive Officer of the new entity Fnac Darty. He is a Chevalier de l’Ordre des Arts et des Lettres (France). Since July 18, 2017, Alexandre Bompard has been Chairman and Chief Executive Officer of Carrefour. In addition, he has chaired the Carrefour Foundation since September 8, 2017. BORN ON: October 4, 1972 NATIONALITY: French NUMBER OF COMPANY SHARES OWNED: 1,028,818 DATE OF APPOINTMENT TO THE Board of Directors: July 18, 2017 RATIFICATION OF THE APPOINTMENT BY THE Shareholders’ Meeting: June 15, 2018 LAST REAPPOINTED: May 26, 2023 TERM OF OFFICE EXPIRES: Shareholders’ Meeting convened to approve the Financial Statements for the year ending December 31, 2025 OTHER POSITIONS HELD AS OF DECEMBER 31, 2023 POSITIONS HELD IN THE LAST FIVE YEARS THAT EXPIRED In France: In France: Chairman of the Board of Directors of the Carrefour Foundation (Carrefour group); (*) Director of Orange ; Member of the Board of Directors of Le Siècle (an independent organisation under French law 1901); Member of the Fondation Nationale des Sciences Politiques. ■ ■ ■ ■ (*) Listed company. ■ ■ ■ ■ ■ Chairman and Chief Executive Officer (Expiry of term: 2017), Director and member of the Corporate, Environmental and Social (*) Responsibility Committee of Fnac Darty ; Chairman and Chief Executive Officer of Fnac Darty Participations et Services (Expiry of term: 2017); Member of the Supervisory Committee of Banijay Group Holding (Expiry of term: 2018); Member of the Strategic Committee of Lov Banijay (Expiry of term: 2018); Member of the Board of Directors of Le Siècle (an independent organisation under French law 1901) (Expiry of term: 2019). Abroad: Director of Darty Ltd (United Kingdom) (Expiry of term: 2017). ■ 1 2 3 4 5 6 7 8 9 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 217 3 CORPORATE GOVERNANCE The Board of Directors Philippe Houzé VICE‑CHAIRMAN / Member of the Audit Committee, Governance Committee and Strategic Committee YEARS IN OFFICE: 8 YEARS ATTENDANCE RATE: 100% BORN ON: November 27, 1947 NATIONALITY: French NUMBER OF COMPANY SHARES OWNED: 2,250 DATE OF APPOINTMENT TO THE Board of Directors: June 11, 2015 LAST REAPPOINTED: May 21, 2021 TERM OF OFFICE EXPIRES: Shareholders’ Meeting convened to approve the Financial Statements for the year ending December 31, 2023 Philippe Houzé is Chairman of the Executive Board at Galeries Lafayette, a family‑owned group with 130 years of history in fashion, business and retail with brands such as Galeries Lafayette, La Redoute, Louis Pion, Galeries Lafayette‑Royal Quartz Paris, Mauboussin and BazarChic. After graduating from INSEAD Business School, Philippe Houzé began his career with Monoprix in 1969. He was appointed Chief Executive Officer of Monoprix in 1982 and Chairman and Chief Executive Officer in 1994, holding the position until November 2012. He was Co‑Chairman of the Galeries Lafayette group from 1998 to 2004 and became Chairman of the Executive Board in 2005. Philippe Houzé is currently Chairman and Chief Executive Officer of the Galeries Lafayette group, France’s largest chain of department stores. With his sales, marketing and fashion industry expertise, he used innovative concepts to transform Monoprix, making it a leading local retailer in town and city centres. As Chairman of the Executive Board of the Galeries Lafayette group, he played a role in making Galeries Lafayette the leading department store in Europe, with the ambition of becoming a benchmark for omni‑channel, responsible and innovative business, and promoting the French “Art of Living”. In 2014, Philippe Houzé orchestrated the acquisition of a signiﬁcant stake in the Carrefour group on behalf of Motier SAS, the Galeries Lafayette family holding company. He led the acquisition of 51% of the share capital of La Redoute in 2017 followed by all of the remaining shares in 2022. In 2015, Philippe Houzé received the “International Retailer of the Year” award on behalf of Galeries Lafayette from the National Retail Federation (NRF), a prestigious American retail trade association bringing together key global industry players. As a committed stakeholder in the French economy, Philippe Houzé has made a personal commitment to sustainable development: he has been heavily involved in the regeneration of town and city centres while taking into consideration the Galeries Lafayette group’s environmental and social responsibilities. As outlined in his book, La vie s’invente en ville, he intends to continue working on behalf of inner city areas and help build a brighter future for the next generations. Following in the footsteps of the Group’s founders, Philippe Houzé continues to support Galeries Lafayette’s commitment to contemporary art and creation. He supported the launch of the Fondation d’entreprise Galeries Lafayette, of which he is a Director. The Fondation held its grand opening in March 2018 in the heart of the Marais district in Paris, in a building renovated by Pritzker Prize‑winning architect Rem Koolhaas. He was Lead Director at Carrefour until April 20, 2020, when he became Vice‑Chairman of the Board of Directors. He is also a member of the Carrefour group Audit Committee, Governance Committee and Strategic Committee. As part of his strong commitment to the student community, he is Chairman of the ESCP Business School Board of Directors, a member of the INSEAD Board of Directors and Director of the Alliance Française. He is an elected member at the Chamber of Commerce and Industry of Paris (CCIP). Philippe Houzé is Commandeur de la Légion d’Honneur, Chevalier de l’ordre des Arts et Lettres et des Palmes Académiques et du Mérite Agricole. OTHER POSITIONS HELD AS OF DECEMBER 31, 2023 POSITIONS HELD IN THE LAST FIVE YEARS THAT EXPIRED In France: In France: ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ Chairman of the Executive Board of Galeries Lafayette; Chairman of La Redoute (SAS); Vice‑Chairman and Chief Executive Officer of Motier (SAS); Member of the Supervisory Board of Motier (SAS); Director of Lafayette Anticipation‑Fondation d’entreprise Galeries Lafayette (Founder); Member of the Alliance France Tourisme association; Member of the Board of Directors of INSEAD; Director and Chairman of the Board of Directors of ESCP Business School (EESC ESCP Europe); Member of the Board of Directors of the Alliance Française Paris Île‑de‑France; Elected member at the Chamber of Commerce and Industry of Paris Île‑de‑France (CCIP); Member of the Union du Grand Commerce de Centre Ville (UCV); Member of the Board of Directors of the Maison de la Culture du Japon in Paris; Member of the Council (Grand Conseil) of the Cercle de l’Union Interalliée. (*) Listed company. Director of Institut Français de la Mode (IFM) (Expiry of term: 2019); Chairman of Guérin Joaillerie SAS (Expiry of term: 2019); Vice‑Chairman of the Alliance 46.2 Entreprendre en France pour le Tourisme association (Expiry of term: 2020); Chairman of Motier Domaines SAS (Expiry of term: 2020); Director, Chairman of the Appointments Committee and Chairman of the Compensation Committee of HSBC France* (Expiry of term: 2022); Chairman of the Supervisory Board of La Redoute SAS (Expiry of term: 2022); Member of the Supervisory Committee of BHV Exploitation (Expiry of term: 2021); President of the INSEAD France Council. ■ ■ ■ ■ ■ ■ ■ ■ Abroad: None. 218 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com CORPORATE GOVERNANCE The Board of Directors Stéphane Israël INDEPENDENT DIRECTOR AND LEAD DIRECTOR / Chairman of the Audit Committee and member of the Compensation Committee and the Strategic Committee BORN ON: January 3, 1971 NATIONALITY: French NUMBER OF COMPANY SHARES OWNED: 1,500 DATE OF APPOINTMENT TO THE Board of Directors: June 15, 2018 LAST REAPPOINTED: May 21, 2021 TERM OF OFFICE EXPIRES: Shareholders’ Meeting convened to approve the Financial Statements for the year ending December 31, 2023 YEARS IN OFFICE: 5 YEARS ATTENDANCE RATE: 100% Following two years of preparatory literature courses at the prestigious Henri IV secondary school in Paris, Stéphane Israël began his tertiary studies in 1991 at École Normale Supérieure where he obtained postgraduate and teaching degrees in history (1993‑1995) before going on to attend École Nationale d’Administration (ENA) in 1999. He taught at Harvard University (1994‑1995) and Université de Valenciennes in northern France (1997‑1998) and worked for the Chairman of the French National Assembly from 1997 to 1998. In 2001, he joined the Cour des Comptes (second chamber), France’s Court of Accounts, as an auditor and was appointed as a senior auditor. In 2004, he contributed to the report on corporate tax competition published by France’s Taxation Board. From 2005 to 2007, he also worked as an associate professor at École Normale Supérieure (ENS) in Paris and founded and directed a joint programme with the school to prepare students for the ENA entrance exam. In 2007, Stéphane Israël joined the Airbus group, where he served as advisor to Louis Gallois, Executive Chairman of EADS (as the group was known at the time), before holding various operational management positions in the group’s space division, including in budget and programme control for the ballistic missile project management unit and in the services segment of the European Global Monitoring for Environment and Safety (Copernicus) programme. From 2012 to 2013, he was Chief of Staff to the French Minister for Productive Recovery (Ministry in charge of industry). In April 2013, he joined Arianespace SA as Chairman and Chief Executive Officer. In 2017, he became Executive Chairman of Arianespace SAS and joined the Executive Committee of ArianeGroup, a subsidiary of Airbus and Safran. He is also the Chairman of MEDEF International’s France‑South Korea Business Club and was named a Chevalier de l’Ordre National de la Légion d’Honneur. Stéphane Israël brings to the Board of Directors the skills and expertise he has acquired through his extensive experience in the management of a multinational company, in business strategy and innovation, and in the areas of accounting and ﬁnance. His skills and experience make him a valuable member of the Board of Directors and its Audit Committee. Stéphane Israël was also appointed Lead Director of the Carrefour group on April 20, 2020. OTHER POSITIONS HELD AS OF DECEMBER 31, 2023 POSITIONS HELD IN THE LAST FIVE YEARS THAT EXPIRED In France: In France: Executive Chairman of Arianespace SAS; Chief Executive Officer of Arianespace Participation SA; Member of the Executive Committee of ArianeGroup; Chairman and Chief Executive Officer of Starsem SA; President of S3R. ■ ■ ■ ■ ■ (*) Listed company. Chairman and Chief Executive Officer of Arianespace Participation SA (Expiry of term: 2017); Chairman and Chief Executive Officer of Arianespace SA (Expiry of term: 2017); Director and member of the Audit Committee of Havas SA (Expiry of term: 2018); Director of CDC International Capital (Expiry of term: 2018). ■ ■ ■ ■ 1 2 3 4 5 6 7 8 9 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 219 3 CORPORATE GOVERNANCE The Board of Directors Cláudia Almeida e Silva INDEPENDENT DIRECTOR / Member of the Audit Committee and the CSR Committee YEARS IN OFFICE: 5 YEARS ATTENDANCE RATE: 100% Cláudia Almeida e Silva is Managing Partner of Singularity Capital, an investment fund dedicated to start‑ups, and an adviser within the Startup Lisboa incubator. She began her career in 1997 as a consultant at Coopers & Lybrand in Portugal, then at PricewaterhouseCoopers where she was appointed manager of the Customer Relationship Management (CRM) practice in 1999. In 2002, Cláudia Almeida e Silva joined the Conforama retail group in Portugal, where she served as Commercial Director in charge of Marketing, Supply Chain and Product Management. In 2005, she joined Fnac, where she became general manager of the Portuguese subsidiary in 2008 and, from 2013, member of the Group Executive Committee in charge of supervising Spain and Brazil. She is a graduate of the Lisbon School of Business and Economics, of which she is now an Executive in Residence. Her in‑depth knowledge of the start‑up sector and retail experience in Southern Europe and Brazil are valuable assets to support the Group’s transformation plan, “Carrefour 2026”. BORN ON: September 24, 1973 NATIONALITY: Portuguese NUMBER OF COMPANY SHARES OWNED: 1,100 DATE OF APPOINTMENT TO THE Board of Directors: January 22, 2019 RATIFICATION OF THE APPOINTMENT BY THE Shareholders’ Meeting: June 14, 2019 LAST REAPPOINTED: May 21, 2021 TERM OF OFFICE EXPIRES: Shareholders’ Meeting convened to approve the Financial Statements for the year ending December 31, 2023 OTHER POSITIONS HELD AS OF DECEMBER 31, 2023 POSITIONS HELD IN THE LAST FIVE YEARS THAT EXPIRED Abroad: Abroad: Managing Director of Singularity Capital SA (Portugal); Managing Director of Praça Hub Lda (Portugal). ■ ■ Legal manager of Fnac Portugal (Portugal). ■ 220 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com CORPORATE GOVERNANCE The Board of Directors Flavia Buarque de Almeida DIRECTOR / Member of the Governance Committee BORN ON: August 4, 1967 NATIONALITY: Brazilian NUMBER OF COMPANY SHARES OWNED: 1,069 DATE OF APPOINTMENT TO THE Board of Directors: April 12, 2017 LAST REAPPOINTED: June 3, 2022 TERM OF OFFICE EXPIRES: Shareholders’ Meeting convened to approve the Financial Statements for the year ending December 31, 2024 YEARS IN OFFICE: 6 YEARS ATTENDANCE RATE: 100% Flavia Buarque de Almeida received her undergraduate degree from Fundaçao Getulio Vargas (1989) and her MBA from Harvard University (1994). From 1989 to 2003, she was a Consultant and Partner at McKinsey & Company. She also served as an Independent Director of Lojas Renner and as a Director of the Grupo Camargo, which includes Camargo Corrêa, Camargo Corrêa Cimentos (now Intercement), Construções e Comércio Camargo Corrêa, Alpargatas, and Santista Têxtil. In addition, she was Director of Harvard University’s Board of Overseers. From November 2009 to April 2013, she was a Partner with the Monitor group, in charge of its operations in South America. From May 2003 to September 2009, she served as the Managing Director of Participações Morro Vermelho. She was a director of BRF SA from 2018 to 2022. In July 2013, Flavia Buarque de Almeida joined the Península group as head of the Private Equity business. She became Managing Director in January 2016 and then Partner at Península Capital later that same year. In June 2019, she became CEO of Península Capital. She has also been a Director of W2W e‑Commerce de Vinhos SA since August 2016 and of Ultrapar Participações SA since May 2019. Flavia Buarque de Almeida brings to the Board of Directors the beneﬁt of her experience and knowledge of the ﬁnancial and banking markets, as well as her ﬁnancial vision of shareholding structures, her knowledge of the mass retail industry, strategy and corporate governance, and her international experience. The Board of Directors will also beneﬁt from her experience in listed companies and her experience as a Director of national and international listed companies. OTHER POSITIONS HELD AS OF DECEMBER 31, 2023 POSITIONS HELD IN THE LAST FIVE YEARS THAT EXPIRED In Brazil: In Brazil: Managing Director and Partner of Peninsula Capital Participações SA; Chief Executive Officer of the Península Group; Director of W2W E‑Commerce de Vinhos SA; Director of Ultrapar Participações SA*; Member of the Deliberating Council of Instituto Península. ■ ■ ■ ■ ■ (*) Listed company. Managing Director of O3 Gestão de Recursos Ltda (Expiry of term: 2021); Director of BRF SA* (Expiry of term: 2022); Director of Vitamina Chile SPA (Expiry of term: 2022). ■ ■ ■ 1 2 3 4 5 6 7 8 9 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 221 3 CORPORATE GOVERNANCE The Board of Directors Stéphane Courbit INDEPENDENT DIRECTOR / Chairman of the Compensation Committee and member of the Strategic Committee YEARS IN OFFICE: 5 YEARS ATTENDANCE RATE: 78% Stéphane Courbit is the Chief Executive Officer of Lov Group, a company whose main activities include audiovisual production (Banijay), online betting (Betclic), luxury hotels (Airelles) and gastronomy (Ladurée). Stéphane Courbit brings to the Board of Directors his extensive experience gained as an entrepreneur in the media and Internet sectors and as the head of a global company, as well as his skills and expertise in content production and digital media. BORN ON: April 28, 1965 NATIONALITY: French NUMBER OF COMPANY SHARES OWNED: 1,000 DATE OF APPOINTMENT TO THE Board of Directors: June 15, 2018 LAST REAPPOINTED: May 21, 2021 TERM OF OFFICE EXPIRES: Shareholders’ Meeting convened to approve the Financial Statements for the year ending December 31, 2023 OTHER POSITIONS HELD AS OF DECEMBER 31, 2023 In France: ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ Chairman of Lov Group Invest (and member of the Supervisory Board); Legal manager of SCI Parking La Garonne; Legal manager of SCI James & Co; Legal manager of SCI Gordita; Legal manager of SCI Blancs Mills; Legal manager of SCI Néva Thézillat; Legal manager of SARL 5 Thézillat; Legal manager of SCI Zust; Legal manager of SCI Les Zudistes; Legal manager of SCI 607; Legal manager of SCI 611; Legal manager of SCI Jaysal II; Legal manager of SCI Minos; Legal manager of SCI Roux Milly; Legal manager of SCI Courvalios; Legal manager of SCI ClemSC; ■ As a representative of Lov Group Invest: Chairman of Financière Lov (and member of the Supervisory Committee); Chairman of Banijay Group; Chairman of Banijay Group Holding (and member of the Supervisory Committee); Chairman of Betclic Everest Group (and member of the Board of Directors); Chairman of Airelles; Chairman of Melezin; Chairman of Bastide de Gordes & Spa; Chairman of Hôtel Château de la Messardière; Legal manager of Solières; Chairman of Lov Sapineaux; Chairman of Lov Immo; Chairman of Estoublon Holding; Chairman and Chief Executive Officer of Lovestate; ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ POSITIONS HELD IN THE LAST FIVE YEARS THAT EXPIRED In France: ■ ■ ■ ■ Chairman of Banijay Holding SAS (Expiry of term: 2019); Chairman of Betclic Everest Group (Expiry of term: 2020) (and member of the Board of Directors); Legal manager of EURL Zust (Expiry of term: 2021); Legal manager of EURL Les Zudistes (Expiry of term: 2021); Legal manager of SCI ST Le Phare (Expiry of term: 2021); ■ As a representative of Lov Group Invest: Chairman of Ormello; Chairman of Choucalov; Chairman of Fold Holding; Chairman of Lov Hotel Collection Holding (and member of the Supervisory Committee); Chairman of Lov Hotel Collection; Chairman of Clos Bellevarde; Chairman of la Genevoise; Chairman of LHC Immo; Chairman of Chalet Val d’Isère; Chairman of Estoublon PGA; Chairman of FL Lifestyle; Chairman of Fontaine Basse; Chairman of Fouquet; Chairman of Le Quesnay; Chairman of Le Quesnay Immo; Chairman of LHCH Venice; Chairman of Lov Cosmetics; Chairman of Lov & Co; Chairman of Lov & Food; Chairman of Lov & Lices; Chairman of Lov & SPB; Chairman of Lov & Z; Chairman of Lov Eggo; Chairman of Lov Habitat; Chairman of Résidence du Roy; Chairman of Schuss; Chairman of Taillat Holding; Chairman of Taillat Immo; Chairman of Tropezina Beach Development; Chairman of Tropezina Holding. Chairman of ILR (Expiry of term: 2018); Chairman of Chalet de Pierres SAS (Expiry of term: 2018); Chairman of Betclic Group (Expiry of term: 2021); Chairman of Mangas Lov (Expiry of term: 2022); Chairman of LDH (Expiry of term: 2022) and member of the Supervisory Committee; Chairman of Lov Banijay (Expiry of term: 2022). ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ Chairman of LG Industrie SAS (Expiry of term: 2018); ■ (*) Listed company. 222 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com CORPORATE GOVERNANCE The Board of Directors Abilio Diniz DIRECTOR / Vice‑Chairman of the Strategic Committee YEARS IN OFFICE: 7 YEARS ATTENDANCE RATE: 100% A seasoned retail professional, Abilio Diniz co‑founded Grupo Pão de Açúcar with his father and served as Chairman of the Board of Directors from 1993 to 2013. He was a member of the Brazilian National Monetary Council between 1979 and 1989. Abilio Diniz has a degree in Business Administration from Fundação Getúlio Vargas (FGV) and, since 2010, has been teaching a course at FGV called “Leadership 360º”, which aims to train and coach young leaders. He was Chairman of the Board of Directors of BRF, the world’s largest animal protein exporter, from 2013 to 2018 and is currently Chairman of the Board of Directors of the Península group, his family’s group of investment companies. Abilio Diniz brings to the Board of Directors his experience and expertise in retail and consumer goods, knowledge of retail business, global strategy, private equity and governance, as well as his ﬁnancial view of shareholding structures, international knowledge and experience in listed companies and as a Director of national and international listed companies. BORN ON: December 28, 1936 NATIONALITY: Brazilian NUMBER OF COMPANY SHARES OWNED: 62,563,160 (directly and indirectly) DATE OF APPOINTMENT TO THE Board of Directors: May 17, 2016 LAST REAPPOINTED: June 3, 2022 TERM OF OFFICE EXPIRES: Shareholders’ Meeting convened to approve the Financial Statements for the year ending December 31, 2024 OTHER POSITIONS HELD AS OF DECEMBER 31, 2023 POSITIONS HELD IN THE LAST FIVE YEARS THAT EXPIRED In Brazil: In Brazil: ■ ■ ■ (*) Director of Atacadão SA (Carrefour group); Chairman and Director of Península Participações SA, Zabaleta Participações Ltda and Paic Participações Ltda; Director of: Ciclade Participações Ltda., Papanicols Empreendimentos e Participações Ltda., Santa Juliana Empreendimentos e Participações Ltda., Ganesh Empreendimentos e Participações Ltda., Naidiá Empreendimentos e Participações Ltda., Ayann Empreendimentos e Participações Ltda., Chapelco Empreendimentos e Participações Ltda., Edgewood Real Estate LLC, Edgewood Realty Holding Corporation and Plenae Comércio e Serviços Para o Bem‑Estar EIRELI. (*) Listed company. Chairman of the Board of Directors of BRF (Expiry of term: 2018); Director of: Adams Avenue Real Estate LLC, Adams Avenue Realty Holding Corporation (Expiry of term: 2020), Orca SARL, Peninsula Europe SARL (Expiry of term: 2022); Chairman and Director of Reco Master Empreendimentos e Participações SA (Expiry of term: 2021); Director of Onyx 2006 Participações Ltda (Expiry of term: 2021). ■ ■ ■ ■ 1 2 3 4 5 6 7 8 9 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 223 3 CORPORATE GOVERNANCE The Board of Directors Aurore Domont INDEPENDENT DIRECTOR / Chair of the CSR Committee and Member of the Governance Committee YEARS IN OFFICE: 5 YEARS ATTENDANCE RATE: 100% Aurore Domont holds a Master’s degree in Business law from Paris I – Panthéon Sorbonne University. She began her career at CEP Communication before joining the Lagardère Publicité group in 1996, where she notably held the position of Deputy Chief Executive Officer in charge of Radio and Press. In January 2011, Aurore Domont was appointed Executive Director of Prisma Pub, the advertising arm of the Prisma Media group. In August 2013, she became the President of FigaroMedias and a member of the Executive Committee of the Figaro group. Aurore Domont brings to the Board of Directors her experience in global and omni‑channel communication strategies and in the digital transformation of businesses. Her work has also given her a solid understanding of various areas of digital technology, including data management, social media, programming, mobile and video. Her skills and experience make her a valuable member of the Board of Directors. BORN ON: December 20, 1968 NATIONALITY: French NUMBER OF COMPANY SHARES OWNED: 1,000 DATE OF APPOINTMENT TO THE Board of Directors: June 15, 2018 LAST REAPPOINTED: May 21, 2021 TERM OF OFFICE EXPIRES: Shareholders’ Meeting convened to approve the Financial Statements for the year ending December 31, 2023 OTHER POSITIONS HELD AS OF DECEMBER 31, 2023 POSITIONS HELD IN THE LAST FIVE YEARS THAT EXPIRED In France: In France: President of FigaroMedias; Director of Figaro Classified; Member of the Board of Directors of SRI; Member of the Supervisory Board of Mediasquare; Member of the Supervisory Board of Figaro; Member of the Supervisory Board of Zebestof; Member of the Board of Directors of ACPM; Member of the Board of the Syndicat des Régies Publishers. ■ ■ ■ ■ ■ ■ ■ ■ (*) Listed company. Member of the Board of Directors of Social & Stories (Expiry of term: 2020); Member of the Board of Directors of Touchvibes (Expiry of term: 2020); President of Social & Stories (Expiry of term: 2022). ■ ■ ■ 224 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com CORPORATE GOVERNANCE The Board of Directors Charles Edelstenne INDEPENDENT DIRECTOR / Chairman of the Governance Committee and member of the Compensation Committee YEARS IN OFFICE: 15 YEARS ATTENDANCE RATE: 89% A qualiﬁed chartered accountant (IFEC graduate), Charles Edelstenne joined Dassault Aviation in 1960 as Head of the Financial Analysis Unit. He went on to hold posts such as Deputy Secretary General, Secretary General and Executive Deputy Chairman, Economic and Financial Affairs, before being appointed to the Board in 1989. He was elected as Chairman and Chief Executive Officer in 2000, a role he held until January 8, 2013. Founder and Legal manager, Chief Executive Officer and current Honorary Chairman of the Board of Directors of Dassault Systèmes SA. Charles Edelstenne brings to the Board of Directors his experience as an executive and Director of multinationals and listed companies, as well as his expertise in ﬁnance and his knowledge of digital transformation and innovation. BORN ON: January 9, 1938 NATIONALITY: French NUMBER OF COMPANY SHARES OWNED: 1,000 DATE OF APPOINTMENT TO THE Board of Directors: July 28, 2008 LAST REAPPOINTED: June 3, 2022 TERM OF OFFICE EXPIRES: Shareholders’ Meeting convened to approve the Financial Statements for the year ending December 31, 2024 OTHER POSITIONS HELD AS OF DECEMBER 31, 2023 POSITIONS HELD IN THE LAST FIVE YEARS THAT EXPIRED In France: In France: ■ ■ ■ ■ ■ ■ ■ Chairman of the Board of Directors of Dassault Systèmes SE (Expiry of term: 2023); Chairman and Chief Executive Officer of Dassault Médias SA (Expiry of term: 2019); Chairman of Rond‑Point Holding SAS (Expiry of term: 2020); Director of Sogitec Industries SA (Expiry of term: 2019); Member of the Supervisory Board of Groupe Industriel Marcel Dassault SAS (Expiry of term: 2018); Chief Executive Officer of Groupe Industriel Marcel Dassault (Expiry of term: 2018); Legal manager of real estate company Maison Rouge (Expiry of term: 2022). (*) Director and Honorary President of Dassault Aviation SA ; Director and Honorary Chairman of the Board of Directors of Dassault (*) Systèmes SE ; Honorary President of GIFAS (Groupement des Industries Françaises Aéronautiques et Spatiales); Chairman of Groupe Industriel Marcel Dassault SAS; Director, member of the Strategy Committee and member of the CSR (*) Committee of Thales SA ; President and Chairman of the Board of Directors of Dassault Médias SAS; President and Chairman of the Board of Directors of Groupe Figaro SASU; Chief Executive Officer of Dassault Wine Estates SASU; Chairman of Rond‑Point Immobilier SAS; Legal manager of Rond‑Point Investissement EURL; Chairman of Société du Figaro SAS; Legal manager of ARIE; Legal manager of ARIE 2; Legal manager of NILI; Legal manager of NILI 2; Legal manager of SCI Maison Rouge; Director of the Monceau Dumas mutual fund. ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ Abroad: Abroad: Director of Dassault Falcon Jet Corporation (United States); Chairman of the Board of Directors of Sitam Belgique SA (Belgium). ■ ■ ■ ■ ■ Director of Banque Lepercq de Neuflize & Co. Inc. (United States) (Expiry of term: 2019); Director of Dassault International Corp. (United States) (Expiry of term: 2018); Director of SABCA (Société Anonyme Belge de Constructions Aéronautiques) (Belgium) (Expiry of term: 2020). (*) (*) Listed company. 1 2 3 4 5 6 7 8 9 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 225 3 CORPORATE GOVERNANCE The Board of Directors Frédéric Barrault DIRECTOR REPRESENTING EMPLOYEES YEARS IN OFFICE: 1 MONTH ATTENDANCE RATE: 100% In 1987, Frédéric Barrault began his career in the retail industry when he joined the Montlaur group as manager of a store in Lattes, near Montpellier. He joined the Carrefour group in 1992 following its acquisition of Montlaur, becoming manager of the Saint‑Jean‑de‑Vedas hypermarket. Elected union delegate in the Toulouse Purpan shop in 2006, he became a Central Works Council member at Sogara and then at Carrefour hypermarkets. He was also a member of the Group Committee for eight years. BORN ON: July 25, 1965 NATIONALITY: French DATE OF DESIGNATION BY THE GROUP COMMITTEE: December 7, 2023 DATE OF INTEGRATION TO THE Board of Directors: December 15, 2023 TERM OF OFFICE EXPIRES: December 7, 2026 From 2012 to 2019, Frédéric Barrault was secretary in charge of the food retail section of the French federation of management trade unions (Fédération CFE‑CGC). Then, from 2020 to November 2023, he was head of communications for the same federation. Frédéric Barrault brings to the Board of Directors his knowledge of the retail industry. His vision, which takes into account both economic and labour issues, has been shaped by his experience working with trade unions. OTHER POSITIONS HELD AS OF DECEMBER 31, 2023 POSITIONS HELD IN THE LAST FIVE YEARS THAT EXPIRED None. In France: ■ ■ ■ ■ ■ ■ Trade union delegate for Carrefour Toulouse Purpan (Expiry of term: 2014) Member of the Sogara Works Council (Expiry of term: 2013); Member of the Carrefour hypermarkets Works Council (Expiry of term: 2019); Member of the Group Committee (Expiry of term: 2018); Secretary in charge of the food retail section of the French federation of management trade unions (Fédération CFE‑CGC) (Expiry of term: 2019); Head of communications for the food industry section of the French federation of management trade unions (Fédération CFE‑CGC) (Expiry of term: 2023). 226 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com CORPORATE GOVERNANCE The Board of Directors Mathilde Lemoine DIRECTOR BORN ON: September 27, 1969 NATIONALITY: French NUMBER OF COMPANY SHARES OWNED: 2,982 DATE OF APPOINTMENT TO THE Board of Directors: May 20, 2011 LAST REAPPOINTED: May 21, 2021 TERM OF OFFICE EXPIRES: Shareholders’ Meeting convened to approve the Financial Statements for the year ending December 31, 2023 YEARS IN OFFICE: 12 YEARS ATTENDANCE RATE: 100% With a PhD in economics, Mathilde Lemoine is an economist specialising in macroeconomic issues and international trade. She started her career as a teacher and researcher and subsequently held the position of Economist and General Secretary of the Observatoire Français des Conjonctures Économiques (OFCE). She then became a member of several ministerial offices where she contributed her knowledge of international macro‑economic affairs, helped to prepare Ministerial Conferences at the WTO and was responsible for advising the Prime Minister on tax matters. She was an external examiner (rapporteur) for the Expert Conference on the Climate and Energy Contribution (2009) and a member of the Commission for the Liberation of Growth, known as the Attali Commission (2010). She participated in a government task force reporting on the competitiveness drivers of French industry, and contributed her expertise on the French economy. She was a member of the Conseil d’Analyse Économique and the Commission Économique de la Nation. In 2013, she was appointed to the Haut Conseil des Finances Publiques (HCFP) for a ﬁve‑year renewable term, in which role she analysed public ﬁnance in France and its consistency with European commitments. From 2006 to 2015, she was Director of Economic Research and Market Strategy at HSBC France and member of the Executive Committee and Senior Economist at HSBC Global Research. She is currently Group Chief Economist of Edmond de Rothschild. She joined the group to set up an Economic Research department and lead a team of economists to perform structural analyses, risk mapping and international macroeconomic forecasts and scenarios. At the same time, she is continuing her work on human capital and its valuation. She has also been a Professor at Sciences Po Paris since 1996. Mathilde Lemoine has published numerous books and analyses on international macroeconomic issues, monetary policy and ﬁnancial issues. She recently published work on the investment in human capital, employee mobility and the link between skills and competitiveness. She is an editorialist for Les Échos (France), Expansión (Spain), L’Ageﬁ (Switzerland) and L’Ageﬁ Hebdo (France). Her latest book is Les grandes questions d’économie et de ﬁnance internationales (published by Boeck, 3rd edition, 2016). Mathilde Lemoine brings to the Board of Directors her experience as a director of international organisations, her knowledge of ﬁnancial markets and her expertise in macroeconomics and corporate social responsibility (human capital, the energy transition, etc.). OTHER POSITIONS HELD AS OF DECEMBER 31, 2023 POSITIONS HELD IN THE LAST FIVE YEARS THAT EXPIRED In France: In France: Director of CMA‑CGM, member of the Audit Committee and the Appointments and Compensation Committee; Member of the Supervisory Board of Eurazeo. ■ ■ ■ ■ ■ Member of the Board of Directors of Dassault Aviation SA (Expiry of term: 2021); Member of the Board of Directors of École Normale Supérieure (Expiry of term: 2019); Member of the Haut Conseil des Finances Publiques (Expiry of term: 2018). (*) (*) Listed company. 1 2 3 4 5 6 7 8 9 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 227 3 CORPORATE GOVERNANCE The Board of Directors Patricia Moulin Lemoine DIRECTOR / Member of the CSR Committee YEARS IN OFFICE: 8 YEARS ATTENDANCE RATE: 100% After graduating from Institut d’études politiques de Paris in 1970 with a public service degree, she was admitted as an attorney in 1971 and practised between 1972 and 2014 with expertise in employment, commercial, intellectual property and family law. In addition, she taught civil and insurance law to employees of Assurances Générales de France (1977‑1994) and labour law at the University of Paris VIII’s Sociology department (1985‑1992). Patricia Moulin Lemoine brings to the Board of Directors her knowledge of the retail sector, as well as experience in corporate governance and corporate social responsibility. BORN ON: February 20, 1949 NATIONALITY: French NUMBER OF COMPANY SHARES OWNED: 1,167 DATE OF APPOINTMENT TO THE Board of Directors: June 11, 2015 LAST REAPPOINTED: May 21, 2021 TERM OF OFFICE EXPIRES: Shareholders’ Meeting convened to approve the Financial Statements for the year ending December 31, 2023 OTHER POSITIONS HELD AS OF DECEMBER 31, 2023 POSITIONS HELD IN THE LAST FIVE YEARS THAT EXPIRED In France: In France: Chief Executive Officer of Motier SAS; Member of the Supervisory Board of Motier SAS; Chair of the Supervisory Board of Galeries Lafayette SA; Chair of Grands Magasins Galeries Lafayette (SAS); Member of the Supervisory Board of S2F Flexico; Vice‑Chair of the French‑American Foundation France; Member of the Supervisory Board of Banque Transantlantique. ■ ■ ■ ■ ■ ■ ■ Director of Théatre Labruyère (Expiry of term: 2018); Vice‑Chair of the Supervisory Committee of BHV Exploitation (SAS) (Expiry of term: 2022); President of Immobilière du Marais (SAS) (Expiry of term: 2022). ■ ■ ■ 228 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com CORPORATE GOVERNANCE The Board of Directors Arthur Sadoun INDEPENDENT MEMBER / Member of the Governance Committee BORN ON: May 23, 1971 NATIONALITY: French NUMBER OF COMPANY SHARES OWNED: 1,000 DATE OF APPOINTMENT TO THE Board of Directors: September 7, 2021 RATIFICATION OF THE APPOINTMENT BY THE Shareholders’ Meeting: Shareholders’ Meeting convened to approve the Financial Statements for the year ending December 31, 2021 TERM OF OFFICE EXPIRES: Shareholders’ Meeting convened to approve the Financial Statements for the year ending December 31, 2023 YEARS IN OFFICE: 2 YEARS ATTENDANCE RATE: 100% Arthur Sadoun, 52, is Chairman of the Management Board of Publicis Groupe, the world’s second‑largest communications group. He began his career in Chile, where he set up his own advertising agency, which he later sold to BBDO/Chile. Upon his return to France in 1997, he joined the TBWA network (Omnicom) as International Director of Strategic Planning and became CEO of TBWA/Paris in 2003. Under his leadership and for four consecutive years, TBWA/Paris was awarded Agency of the Year at the Cannes Lions International Festival of Creativity. At the end of 2006, Arthur Sadoun was appointed CEO of Publicis Conseil, the ﬂagship of the Group founded by Marcel Bleustein‑Blanchet and previously headed by Maurice Lévy. In April 2011, Arthur Sadoun was appointed Managing Director of Publicis Worldwide, the group’s global network of creative agencies, before being appointed CEO in October 2013. In December 2015, he was appointed CEO of Publicis Communications, the creative solutions arm of Publicis Groupe comprising the networks of Leo Burnett, Saatchi & Saatchi, Publicis Worldwide, BBH, MSLGROUP and Prodigious. Arthur Sadoun took up his post as Chairman of the group’s Management Board on June 1, 2017 and became the third head of Publicis Groupe in its 91‑year history, following in the footsteps of Maurice Lévy and founder Marcel Bleustein‑Blanchet. Since then, Arthur Sadoun has accelerated the digital transformation initiated by Maurice Lévy, particularly by making the largest acquisition in the sector with Epsilon, a data and technology leader. The group has won a series of major new contracts, putting Publicis at the top of the industry rankings for the past three years. Arthur Sadoun is a graduate of the European Business School and holds an MBA from INSEAD. OTHER POSITIONS HELD AS OF DECEMBER 31, 2023 POSITIONS HELD IN THE LAST FIVE YEARS THAT EXPIRED In France: Chairman of the Management Board of Publicis Groupe SA (France); Chairman and CEO of Publicis Conseil SA (France); (*) ■ ■ In France: None. Abroad: Director of BBH Holdings Limited (UK); Director of MMS USA Investments, Inc (USA); Director of MMS USA Holdings, Inc (USA). ■ ■ ■ (*) Listed company. 1 2 3 4 5 6 7 8 9 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 229 3 CORPORATE GOVERNANCE The Board of Directors Sylvie Dubois DIRECTOR REPRESENTING EMPLOYEES BORN ON: July 4, 1965 NATIONALITY: French DATE OF DESIGNATION BY THE EUROPEAN WORKS COUNCIL (COMITÉ D’INFORMATION ET DE CONCERTATION EUROPÉEN CARREFOUR), AND INFORMATION COMMITTEE: October 18, 2023 DATE OF INTEGRATION TO THE Board of Directors: October 25, 2023 TERM OF OFFICE EXPIRES: October 18, 2026 YEARS IN OFFICE: 2 MONTHS ATTENDANCE RATE: 100% Sylvie Dubois started working in the retail industry in 1984 as a member of the checkout staff at a Catteau group supermarket in Aire‑sur‑la Lys, France. Following the Promodès group’s takeover of the Catteau group and the merger between the Promodès and the Carrefour groups in 2000, the banner changed its name from Continent to Carrefour. Sylvie Dubois has held a variety of positions as representative within the Group. From 2002 to 2010, she was an employee representative and member of the Aire‑sur‑la Lys Store Committee. In July 2010, she joined the Carrefour La Chapelle‑Saint‑Luc hypermarket as a self‑service employee, and was elected in its staff elections in July 2011. At the same time, Sylvie Dubois was also elected to the Works Council and the Carrefour SAS Central Works Council. In 2012, she became a member of the Carrefour Solidarity Fund Commission and then, in 2017, a member of the APGIS social security fund. Sylvie Dubois became Deputy Secretary of the Aube branch of the Union Départementale Force Ouvrière and a member of the Troyes labour tribunal (Conseil de prud’hommes) in 2018. In 2019, she joined the Group Committee. Over the period 2018 to 2021, she was a permanent member then an alternate member of the Board of Directors of the Aube social beneﬁts office (Caisse d’allocations familiales), where she participated in the social affairs and the dispute resolutions commissions. Sylvie Dubois brings to the Board of Directors her experience working directly with customers and her precise knowledge of the Group’s formats and markets. OTHER POSITIONS HELD AS OF DECEMBER 31, 2023 POSITIONS HELD IN THE LAST FIVE YEARS THAT EXPIRED In France: In France: ■ ■ ■ Deputy Secretary of the Aube branch of the Union Départementale Force Ouvrière (Expiry of term: October 2024); Member of the Troyes labour tribunal (Expiry of term: December 2025); Alternate member of the Board of Directors of the Aube social benefits office (Expiry of term: December 2025). ■ ■ ■ ■ ■ ■ ■ ■ Staff representative and member of the Aire‑sur‑la Lys Store Committee (Expiry of term: 2010); Staff representative and member of the La Chapelle‑Saint‑Luc Store Committee (Expiry of term: 2023); Member of the Continent 2001 Central Works Council (Expiry of term: December 2013); Member of the Carrefour SAS Central Works Council (Expiry of term: May 2023); Member of the Carrefour Solidarity Fund Commission (Expiry of term: May 2023); Member of the APGIS social security fund (Expiry of term: May 2023); Member of the Group Committee (Expiry of term: May 2023); Permanent member of the Board of Directors of Aube social benefits office (Expiry of term: 2021). 230 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com CORPORATE GOVERNANCE The Board of Directors Marie‑Laure Sauty de Chalon INDEPENDENT DIRECTOR / Member of the Audit Committee YEARS IN OFFICE: 6 YEARS ATTENDANCE RATE: 100% Marie‑Laure Sauty de Chalon is a graduate of Institut d’études politiques de Paris and has a degree in law. After working in print media and television, she founded Carat Interactive in 1997. In 2001, she was Chair and Chief Executive Officer of Consodata North America. Following this experience, in 2004, she became Head of Aegis Media France and Southern Europe. Between 2010 and 2018, she held the position of Chair and Chief Executive Officer of Auféminin. In July 2018, she founded Factor K, in which the NRJ group subsequently acquired a minority holding. Marie‑Laure Sauty de Chalon has also been a member of the French competition authority (Autorité de la concurrence) since 2014 and teaches at Institut d’études politiques de Paris. Marie‑Laure Sauty de Chalon brings to the Board of Directors her digital expertise and experience working internationally at companies blending online retail and content, which will help the Group achieve its digital transformation. BORN ON: September 17, 1962 NATIONALITY: French NUMBER OF COMPANY SHARES OWNED: 2,000 DATE OF APPOINTMENT TO THE Board of Directors: June 15, 2017 LAST REAPPOINTED: May 29, 2020 TERM OF OFFICE EXPIRES: Shareholders’ Meeting convened to approve the Financial Statements for the year ending December 31, 2025 OTHER POSITIONS HELD AS OF DECEMBER 31, 2023 POSITIONS HELD IN THE LAST FIVE YEARS THAT EXPIRED In France: In France: ■ ■ ■ (*) Member of the Supervisory Board of JCDecaux SA ; Director and member of the Ethics and Sustainable Development Committee and the Performance Audit Committee of LVMH Moët Hennessy‑Louis Vuitton (SE) Chair of the Board of Directors, Institut pour le financement du cinéma et des industries culturelles (IFCIC). (*) ; (*) Listed company. (*) Chair and Chief Executive Officer of Auféminin SA (Expiry of term: 2018); Managing Director of Auféminin.com Productions SARL (Expiry of term: 2018); Chair of Etoilecasting.com SAS (Expiry of term: 2018); Chair of Les rencontres auféminin.com SAS (Expiry of term: 2018); Chair of Marmiton SAS (Expiry of term: 2018); Member of the Supervisory Board of My Little Paris SAS (Expiry of term: 2018); Member of the Board of the French competition authority (Autorité de la concurrence) (Expiry of term: 2023); Director of Coorpacademy (Expiry of term: 2023). ■ ■ ■ ■ ■ ■ ■ ■ Abroad: ■ ■ Co‑Managing Director of GoFeminin.de GmbH (Germany) (Expiry of term: 2018); Director of SoFeminin.co.uk Ltd (United Kingdom) (Expiry of term: 2018). UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 231 1 2 3 4 5 6 7 8 9 3 CORPORATE GOVERNANCE The Board of Directors 3.2.2 OPERATION OF THE BOARD OF DIRECTORS 3.2.2.1 Conditions of preparation and organisation of the Board of Directors’ work The Board of Directors’ Internal Rules stipulate that the Board of Directors meet at least four times a year. They set out the conditions under which the work of the Board of Directors is prepared and organised. They supplement the legal and statutory provisions and the recommendations of the AFEP‑MEDEF Code to which the Company refers. The Board of Directors’ three chapters, relating to: Internal Rules are divided into the role, procedures and assessment of the Board of Directors, as well as Directors’ compensation; the specialised Committees of the Board of Directors and their respective standard rules and guidelines, composition and duties; the Directors’ rights and responsibilities. ■ ■ ■ The Board of Directors’ Internal Rules aim to organise the work of the Board of Directors and its specialised Committees, deﬁne the powers of the Board of Directors and describe the Directors’ rights and responsibilities with respect the corporate governance best practices to which the Board of Directors refers. The Internal Rules are updated by the Board of Directors in order to take into account legal and regulatory changes and corporate governance practices. to In 2023, the Board of Directors held discussions without the Chairman and Chief Executive Officer in attendance, notably on topics related in accordance with recommendation 18.3 of the AFEP‑MEDEF Code. to his compensation, Each new Director must adhere to the Directors’ Guide, which includes the rules of conduct and responsibilities to which each Director is bound, in accordance with the applicable legal and regulatory provisions, the Board of Directors’ Internal Rules and the recommendations in the AFEP‑MEDEF Code to which the Company refers. All Directors are required to independently perform their duties with integrity, loyalty and professionalism. They must act in all circumstances in the Company’s interest. When participating in the Board of Directors’ deliberations and voting, they do so in their capacity as representatives of the Company’s shareholders. Stock market ethics The Group has taken note of Regulation (EU) no. 596/2014 of July 3, 2016 on market abuse, replacing the January 28, 2003 European directive, which establishes new rules and measures applicable to listed companies and their Executive Officers and Company officers regarding inside information. Directors are affected in particular by the regulation regarding the prevention of insider dealing and misconduct, both on a personal level and as regards the duties they perform at companies which are shareholders of the Company, and they must also adhere to the Stock Market Ethics Charter put in place by the Company. Information considered to be sensitive and conﬁdential, as well as information considered to be inside information under the applicable regulation, must therefore be kept conﬁdential. Such information is no longer considered speciﬁed it being that only conﬁdential once it is published by the Company through a press release, information communicated in this way is no longer considered to be conﬁdential. Directors are also required to refrain from carrying out or attempting to carry out any transactions in Company shares during closed periods, particularly those relating to the publication of annual, half‑yearly and quarterly ﬁnancial information. the Managing conflicts of interest In accordance with the Board of Directors’ Internal Rules, the Directors are also made aware of the rules relating to conﬂicts of interest. A conﬂict of interest exists in situations in which a Director or a member of his/her family could personally beneﬁt from how the Company’s business is run, or in which the Director or his/her family member could have any type of relationship or connection with the Company, its affiliates or its management that could compromise his/her free exercise of judgement. Each Director shall endeavour to avoid any conﬂicts of interest that may exist between his/her moral and material interests and those of the Company. As soon as they become aware of any situation involving a real or potential conﬂict of interest with the Company and its affiliates, Directors must inform the Board of Directors, and more speciﬁcally the Lead Director, and must refrain from participating in such deliberations and from voting on the related resolution. Directors must therefore promptly inform the Chairman of the Board of Directors and the Lead Director of any agreement which they or a company of which they are a Director, in which they hold a signiﬁcant stake, either directly or indirectly, or in which they have a direct interest, entered into with the Company or one of its affiliates, or which has been entered into through an intermediary. The Chairman of the Board of Directors may at any time ask the Directors to sign a statement certifying that they do not have any conﬂicts of interest to declare. In addition, the Board of Directors has not been asked to issue an opinion regarding any new positions accepted by the Executive Officers in listed companies outside the Group. Company Officers’ statement There are no family relationships between the Company Officers (Directors, the Chairman and Chief Executive Officer), with the exception of Patricia Moulin Lemoine and Philippe Houzé, who are related by marriage (sister‑in‑law and brother‑in‑law). To the Company’s knowledge and as of the date this Universal Registration Document was prepared, in the past ﬁve years no Company Officers have been: ■ ■ ■ ■ convicted of fraud; involved in a case of bankruptcy, receivership or liquidation in their capacity as a Company Officer; subject to an official public sanction by statutory or regulatory authorities (including designated professional bodies); prevented by a court from acting as a member of a Board of Directors or of a Management or Supervisory Board, or from being issuer’s management or business operations. involved in an 232 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com CORPORATE GOVERNANCE The Board of Directors To the Company’s knowledge and as of the date this Universal Registration Document was prepared, no real or potential conﬂict of interest has been identiﬁed between the duties of any Company Officers (Directors, the Chairman and Chief Executive Officer) with respect to the Company and their private interests and/or other duties than those described in the section, “Managing conﬂicts of interest”, above. To the Company’s knowledge and as of the date this Universal Registration Document was prepared, there are no arrangements or agreements in place with the main shareholders, customers, suppliers or other parties whereby one of the Company Officers has been selected as a member of one of their Boards of Directors, Management or Supervisory Boards, or as a member of their Executive Management. To the Company’s knowledge and as of the date this Universal Registration Document was prepared, none of the Company Officers are bound to the Company or to one of its affiliates by a service contract. 3.2.2.2 Duties of the Board of Directors The Board of Directors approves the Company’s business strategy and oversees its implementation. It examines and decides on major transactions. The Directors are kept informed of changes in the markets and the competitive environment, as well as the key issues that the Company faces, including those related to social and environmental responsibility. According to its Internal Rules, the Board of Directors’ duties include, inter alia: approving implementation; the Company’s strategy and overseeing its setting any necessary limits on the powers of the Chairman and Chief Executive Officer; in particular, it: ■ ■ ■ ■ ■ ■ conducts any controls and audits it deems appropriate, controls the Company’s management methods and verifies the fairness of its financial statements, examines and approves the financial statements, establishes the agenda for Shareholders’ Meetings to which it reports on its activities in the annual report and approves the various statutory and regulatory reports, examines related‑party agreements and gives prior approval; ■ ■ ensuring that high‑quality financial information and relevant, balanced and information on the Company’s strategy, development model and plans for addressing major non‑financial issues are provided to shareholders and investors; instructive ■ each year, on the recommendation of the Governance Committee, drawing up the list of Directors qualified as independent, with respect to AFEP‑MEDEF Code criteria; ■ examining the budget once a year and overseeing implementation. its 3.2.2.3 Work of the Board of Directors in 2023 Having considered the summaries prepared by the Audit, Governance, Compensation, CSR and Strategic Committees with respect to their work, the Board of Directors mainly focused its work on the following areas: Area Work Financial management Monitoring of the Group’s strategy, its activities and its operations Governance Compensation review of the work of the Audit Committee; approval of the annual and half‑yearly company and consolidated financial statements and the related reports and draft of press releases; review of quarterly gross sales and draft of related press releases; authorisation to implement a share buyback programme for a total amount of 800 million euros; decision to cancel the shares bought back via two capital reductions; approval of forecast management documents; renewal of the annual authorisations granted to the Chairman and Chief Executive Officer with regard to bond issues and guarantees; review of the Group’s financing policy and commitments; approval of the 2024 budget. regular updates on the progress of various projects relating to the Group’s transformation; approval of the acquisition of the Cora and Match banners in France; information on the economic and competitive climate, the market performance of the Carrefour share and financial rating issues. monitoring the work of the Governance Committee; approval of the corporate governance report; discussions about possible changes to the Company’s governance and proposal to renew the terms of office of the following Directors: Alexandre Bompard and Marie‑Laure Sauty de Chalon; annual assessment of the independence of the Directors; annual assessment of the Board of Directors. monitoring the work of the Compensation Committee; decision on the components of compensation and the compensation policy for the Chairman and Chief Executive Officer for the 2023 financial year; approval of the 2023 compensation policy for Directors; implementation of an employee plan. ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ 1 2 3 4 5 6 7 8 9 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 233 3 CORPORATE GOVERNANCE The Board of Directors Area CSR Shareholders’ Meeting of May 26, 2023 Work ■ ■ ■ ■ ■ ■ ■ ■ ■ monitoring the work of the CSR Committee; information on the 2023 CSR results, particularly as regards the “food transition” programmes in each country and priority issues for Carrefour, grouped according to the following topics: healthy eating, local, organic, children and babies, increasing fruit and vegetable consumption, transparency and responsible pricing; review of the Group’s gender equality policy; clarification of the Company’s targets in relation to the fight against global warming under the 24th resolution on the quantification of the Company’s various Scope 3 initiatives approved by the Shareholders’ Meeting of May 26, 2023; raising of the Group’s CSR objectives; and monitoring of the CSR and Food Transition Index. Notice of Meeting, agenda, draft resolutions and the Board of Directors’ report to the Shareholders’ Meeting; setting of the dividend distribution policy; annual review of the related‑party agreements entered into during the year; submission for the approval of the Shareholders’ Meeting the information relating to the compensation of the Company officers referred to in Article L. 22‑10‑9 I of the French Commercial Code, the components of compensation due or awarded for the 2022 financial year to Alexandre Bompard, Chairman and Chief Executive Officer, the 2023 compensation policy for the Chairman and Chief Executive Officer and the 2023 compensation policy for Directors. 3.2.2.4 Assessment of the Board of Directors In accordance with its Internal Rules, the Board of Directors frequently assesses its procedures and the fulﬁlment of its duties. Accordingly, it reviews its operating procedures and the quality of the its decision‑making and discussions, as well as each Director’s actual contribution to the work of the Board of Directors and its specialised Committees. information published and of To this end, the Board of Directors has to dedicate an agenda item to these procedures once a year. For the 2023 ﬁnancial year, the Board of Directors conducted an annual self‑assessment. For this purpose, a questionnaire was prepared and sent to each Director. A summary of the self‑assessment results was prepared by the Chairman of the Governance Committee and the Lead Director and was presented to the Board of Directors on March 13, 2024. the Company’s strategic guidelines by The assessment shows that the Directors are very satisﬁed with the overall procedures of the Board of Directors and its Committees, as well as their involvement in the Group’s strategy. The Board members’ main observations related to the proper execution of the management team, the complementary skills of the members of the Board of Directors, the quality of interaction and dialogue within the Board, as well as the efficiency of the Board of Directors’ meetings (freedom of speech, transparency, relevance of the subjects presented). Board members’ observations were taken into consideration in 2023 and will continue to be taken into account in 2024, notably with the organisation of strategic sessions and ad hoc meetings with operational executives during the year, particularly as part of the process of preparing the Carrefour 2026 strategic plan, and starting in 2023, with a seminar organized in Brazil and Board discussions, led by the Independent Lead Director, held without the presence of the Executive Officer. 234 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com CORPORATE GOVERNANCE The Board of Directors 3.2.2.5 Frequency of and attendance at Board of Directors and specialised Committee meetings in 2023 The Board of Directors and its specialised Committees met 23 times in 2023, with an average attendance rate of 99%. The Board of Directors met nine times in 2023, with an average attendance rate of 98%. 24 meetings 99% average attendance rate 15 members 9 meetings 98% attendance rate Director Alexandre Bompard Chairman and Chief Executive Officer Stéphane Israël Lead Director Philippe Houzé Vice‑Chairman Cláudia Almeida e Silva Flavia Buarque de Almeida Stéphane Courbit Abilio Diniz Aurore Domont Charles Edelstenne Frédéric Barrault Mathilde Lemoine Patricia Moulin Lemoine Arthur Sadoun Sylvie Dubois Marie‑Laure Sauty de Chalon Board of Directors Audit Committee Compensation Committee Governance Committee CSR Committee Strategic Committee 100% - - 100% 100% 100% 100% 100% 100% 78% 100% 100% 89% - 100% 100% 100% 100% 100% 100% 100% - - - - - - - - - - 100% - - - 100% - - 100% - - - - - - - - 100% - - - - 100% 100% - - 100% 100% - - - 100% - - - - - 100% - - - 100% - - - 100% 100% 100% - - 100% 100% - - - - - - - - 3.2.3 BOARD OF DIRECTORS’ SPECIALISED COMMITTEES The Board of Directors has set up specialised Committees that review any questions submitted to them for their opinion by the Board of Directors or the Chairman of the Board of Directors. To take into account the nature and speciﬁc characteristics of the Company’s operations, the Board of Directors created the following specialised Committees: on the recommendation of the Governance Committee, decided to appoint Stéphane Courbit as Chairman of the Compensation Committee, Marie‑Laure Sauty de Chalon as a member of the Audit Committee, Arthur Sadoun as a member of the Governance Committee and Stéphane Israël, Independent Lead Director and member of the Audit Committee, to the Strategic and Compensation Committees. the Audit Committee; the Compensation Committee; the Governance Committee (formerly Appointments Committee); the CSR Committee; the Strategic Committee. ■ ■ ■ ■ ■ These specialised Committees regularly report to the Board of Directors on their work and also submit their observations, opinions, proposals or recommendations to the Board. To this end, the Chair of each specialised Committee (or, if they are unavailable, another member of specialised Committee) gives an oral summary of their work to the Board of Directors at its upcoming meeting. same the The specialised Committees are made up of Directors appointed by the Board of Directors for the period during which they are in office. At its meeting on March 22, 2023, the Board of Directors, Duties of these specialised Committees have not been set up to be delegated powers that have been conferred to the Board of Directors in accordance with legal provisions or the Articles of UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 235 1 2 3 4 5 6 7 8 9 3 CORPORATE GOVERNANCE The Board of Directors Association. The specialised Committees have consultative power and conduct their work under the responsibility of the Board of Directors, which alone has statutory decision making power and which remains collectively responsible for the fulﬁlment of its duties. The Chairman of the Board of Directors ensures that the number, duties, composition and operation of the specialised Committees are adapted to the needs of the Board of Directors and best corporate governance practices at all times. Each specialised Committee, except for the Strategic Committee, is chaired by an Independent Director appointed from among its members. The secretary of each specialised Committee is an individual selected by its Chair. These specialised Committees meet as often as necessary on the invitation of their Chair, or at the request of one‑half of their members. They may call upon external experts where needed. The Chair of a specialised Committee may ask the Chairman of the Board of Directors to interview any of the Group’s senior the specialised executives Committees’ scope, as deﬁned by the Board of Directors’ Internal Rules. falling within regarding issues Changes in the composition of the Board of Directors’ specialised Committees in 2023 are summarised in the following table: Audit Committee Compensation Committee Departures Mathilde Lemoine Mathilde Lemoine Thierry Faraut Appointments Marie‑Laure Sauty de Chalon Stéphane Israël Governance Committee Thierry Faraut Arthur Sadoun CSR Committee Marie‑Laure Sauty de Chalon Martine Saint‑Cricq Strategic Committee - Stéphane Israël 3.2.3.1 The Audit Committee The Audit Committee meets at least four times a year. Composition On December 31, 2023, 75% of the Audit Committee members qualiﬁed as Independent Directors within the meaning of the AFEP‑MEDEF Code (which recommends that at least two‑thirds of members be independent). In addition, the Committee is chaired by an Independent Director. 4 members 5 meetings 100% attendance rate At December 31, 2023, the composition of the Audit Committee was as follows: (1) ; Chairman: Stéphane Israël Members: Cláudia Almeida e Silva , Philippe Houzé and (1) Marie‑Laure Sauty de Chalon . (1) (1) Independent Director. At March 13, 2024, the composition of the Audit Committee was as follows: Stéphane Israël (Chairman and Independent Director), Cláudia Almeida e Silva (Independent Director), Philipe Houzé, Marie‑Laure Sauty de Chalon (Independent Director) and Marguerite Bérard (Independent Director) subject to approval by the Shareholders' Meeting i.e., an 80% independence rate. In accordance with Article L. 823‑19 of the French Commercial Code and the AFEP‑MEDEF Code, the members of the Audit Committee must have expertise in ﬁnance and accounting. In addition to his experience with the French Court of Accounts, the Chairman of the Audit Committee, Stéphane Israël, an Independent Director, has sufficient professional experience in management and direction of international groups to be considered an expert in ﬁnance, as described in his biography in Section 3.2.1.3 of this Universal Registration Document. The other members of the Committee also have ﬁnance skills derived from their experience, professional background and training as described in Section 3.2.1.3 of this Universal Registration Document. Duties The Audit Committee monitors issues relating to the preparation and veriﬁcation of accounting and ﬁnancial information. Its main duties are as follows: in respect of the review of the financial statements: ■ ■ ■ ■ it ensures that the accounting methods adopted to prepare the company and consolidated financial statements are relevant and consistent before they are submitted to the Board of Directors; it monitors the procedures used to prepare the financial statements and assesses the validity of the methods used to present material transactions; it ensures that the time frame for providing the financial statements and reviewing them is adequate, it monitors the process for preparing financial information and, where applicable, makes recommendations to ensure the integrity of such information; it is provided with the main financial communication documents, it monitors the effectiveness of the internal control, risk management and, where applicable, Group internal audit systems relating to the preparation and processing of accounting and financial information, without compromising its independence; it ensures that such systems are in place and that corrective measures are undertaken in the event that any significant failings or anomalies are identified. To this end, the Statutory Auditors and the Group internal audit and risk control managers submit their main findings to the Committee, implemented, and 236 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com CORPORATE GOVERNANCE The Board of Directors ■ ■ ■ ■ ■ it consults the Group internal audit and risk control managers and issues its opinion on the organisation of their services. It must be kept internal audit informed about the Group programme and must be provided with the Group internal audit reports or a regular summary of these reports, ■ the Statutory Auditors also inform the Committee of any significant internal control failings they have identified during their engagement concerning the procedures relating to the preparation and processing of accounting and financial information. the it examines risks and material off‑balance sheet commitments, assesses the significance of any malfunctions or failings of which it is informed and notifies the Board of Directors thereof; to this end, the review of the financial statements must be accompanied by a presentation prepared by Executive Management describing the Company’s risk exposure and its material off‑balance sheet commitments, as well as a presentation prepared by the Statutory Auditors highlighting both the key findings of their statutory audit, including any audit adjustments and significant internal control failings identified during their engagement, and accounting options applied; it examines the section of the management report presented to Shareholders’ Meeting covering internal control and risk management procedures, it regularly reviews the mapping of the Group’s main risks that may be reflected in the accounts or which have been identified by Executive Management and may have an impact on the financial statements; it takes note of the main characteristics of the risk management systems and the results of their operations, drawing in particular on the work of the internal audit and risk control managers and the Statutory Auditors, it examines the scope of consolidation and, where applicable, the reasons why certain companies are not included in said scope. in respect of relations with the Statutory Auditors: the Statutory Auditors must submit to the Audit Committee: ■ ■ ■ ■ ■ ■ their general work programme and the sampling procedures used, their proposed amendments to the financial statements or accounting documents and the assessment methods used, their comments on any irregularities or inaccuracies they have identified, the conclusions of the comments and amendments with regard to the results of the period compared with those of the previous period, an additional audit report prepared in accordance with the regulations in force setting out the findings of the statutory audit, by no later than the date of submission of the audit report, the Committee consults with the Statutory Auditors, in particular during the meetings covering the review of the process for preparing the financial information and reviewing the financial statements, to enable them to report on the their engagement. The performance and Statutory Auditors accordingly inform the Committee of the main areas of risk or uncertainty regarding the financial statements they have identified, their audit approach and any difficulties they encountered during their engagement, findings of ■ in respect of the rules governing the independence and objectivity of the Statutory Auditors: ■ ■ ■ ■ ■ the specifications and choice of it recommends the Statutory Auditor selection process to the Board of Directors and oversees said process. If a tendering procedure is used, the Committee supervises the procedure and validates firms consulted; it submits a recommendation to the Board of Directors on the Statutory Auditor(s) proposed by the Shareholders’ Meeting and also submits a recommendation to the Board of Directors at the time when the terms of office of the Statutory Auditor(s) are to be renewed, in accordance with the regulations in force, it monitors the performance of the Statutory Auditors’ engagement; it considers the findings and conclusions of the French High Council of Statutory Auditors (Haut Conseil du Commissariat aux Comptes) following the audits carried out in accordance with the regulations applicable to Statutory Auditors, in it ensures that the Statutory Auditors comply with the independence conditions set out the applicable regulations; it analyses, alongside the Statutory Auditors, the risks to their independence, including those relating to the amount and breakdown of their fees and the measures taken in order to protect against and mitigate these risks; it also ensures that the Statutory Auditors comply with the conditions relating to the acceptance or the performance of their engagement and obtains from the Statutory Auditors an independence and annual statement attesting to their detailing the amount and breakdown, by category of engagement, of the fees paid to them during the financial year, it approves the provision of any non‑prohibited non‑audit services by the Statutory Auditors, such as those provided for in the applicable regulations, the Committee regularly reports to the Board of Directors on the performance of its duties. It also reports to the Board of Directors on the findings of the Statutory Audit engagement, how this engagement has contributed to the integrity of the financial information and the role it has played in this process, and immediately informs it of any difficulties encountered. interviews: ■ ■ for all issues related to the performance of its duties, the Audit Committee may interview the Group’s finance and accounting managers, as well as the Group treasury, internal audit and risk control managers without any other members of the Company’s Executive Management in attendance, if it deems it appropriate. The Chairman of the Board of Directors must be informed of this in advance, ■ the Audit Committee may call on external experts as necessary. 1 2 3 4 5 6 7 8 9 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 237 3 CORPORATE GOVERNANCE The Board of Directors 2023 principal activities During the course of the meetings of the Audit Committee, the following main topics were reviewed: in respect of the review of the financial statements: ■ ■ ■ ■ ■ ■ ■ ■ ■ review of the draft company and consolidated financial statements for the financial year ended December 31, 2022 and related reports, review of the half‑yearly consolidated financial statements and the related report, review of disputes and risks as part of the analysis of provisions, results of goodwill impairment tests, activity and results of the Group in 2022, dividend recommendation for 2022, hard‑close procedures, review of the sections of the management report on internal control and risk management procedures and the processing of accounting and financial information for the year ended December 31, 2022; in respect of internal control: ■ follow‑up on the Group Internal Audit department’s tasks, the Group’s 2023‑2024 financing policy and credit rating, review of environmental risks), risk mapping review of cyber security risks; (including social and ■ ■ ■ ■ in respect of compliance with regulations: follow‑up on compliance programmes; ■ in respect of relations with the Statutory Auditors: ■ ■ ■ ■ follow‑up on the Statutory Auditors’ audit process, review of non‑audit services provided by the Statutory Auditors, as governed by the applicable regulations. 238 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com CORPORATE GOVERNANCE The Board of Directors It is responsible for reviewing all issues relating to the personal status of the Executive Officers, including compensation, pension and death & disability beneﬁts, beneﬁts in kind and the provisions governing the termination of their term of office. It is mainly in charge of formulating proposals on decisions to grant stock options (to subscribe and/or purchase Company shares) to Executive Officers and all or some of the salaried employees of the Company and its affiliates in accordance with the Shareholders’ Meeting authorisations. It examines the conditions under which options are granted and provides a list of beneﬁciaries of options and the number of options allocated to each of them. It formulates proposals determining the subscription and/or purchase price of shares, their duration, any applicable conditions on the exercise of the options and the relevant procedures. the characteristics of options, such as It is also responsible for formulating proposals on the free allocation of existing or new shares in accordance with the Shareholders’ Meeting authorisations. It proposes the names of beneﬁciaries of the share allocations and any conditions speciﬁcally related to the length of vesting and lock‑up periods and criteria for share allocations. It is informed of the compensation policy for top executives who are not Company Officers. 3.2.3.2 The Compensation Committee The Compensation Committee meets as often as necessary. Composition A majority of the members of the Compensation Committee qualify as in accordance with the Independent Directors, provisions of the AFEP‑MEDEF Code. 4 members 2 meetings 100% attendance rate At December 31, 2023, the composition of the Compensation Committee was as follows: Chairman: Stéphane Courbit Members: Charles Edelstenne , Stéphane Israël and Thierry Faraut ; (1) (1) (2) . (1) (1) (2) Independent Director. Director representing employees. Member of the Compensation Committee until December 7, 2023. At March 13, 2024, the composition of the Compensation Committee was as follows: Stéphane Courbit (Chairman and Independent Director), Charles Edelstenne (Independent Director), Stéphane Israël (Independent Director) and Frédéric Barrault i.e., a 100% (Director independence rate. representing employees), Duties The Compensation Committee is responsible for formulating proposals on the various components of compensation paid to Directors (in particular with regard to the total amount of Directors’ compensation and the allocation procedures) and to Executive Officers. 2023 principal activities Over the course of the Compensation Committee’s meetings, the following main topics were reviewed: ■ ■ ■ compensation of Executive Officers: ■ definition of the 2023 compensation policy for Alexandre Bompard, setting of Alexandre Bompard’s 2022 variable compensation; setting of Alexandre Bompard’s long‑term compensation, setting the amount of the supplementary defined benefit pension plan for the year 2022, definition of the 2023 compensation policy for Directors, grant of performance shares to key managers, employee share ownership plan; ■ ■ ■ ■ ■ ■ Shareholders’ Meeting of May 26, 2023: review Alexandre Bompard, of the compensation policy for review of the presentation of compensation components for Alexandre Bompard in the 2022 Universal Registration Document and components that must be submitted to an advisory vote and for the approval of the Shareholders’ Meeting, in accordance with AFEP‑MEDEF Code recommendations and the French Commercial Code (“Say on Pay”). UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 239 1 2 3 4 5 6 7 8 9 3 CORPORATE GOVERNANCE The Board of Directors 3.2.3.3 The Governance Committee The Governance Committee meets as often as necessary. Composition At December 31, 2023, a majority of the members of the Governance Committee qualiﬁed as Independent Directors and there were no Executive Officers, in accordance with the provisions of the AFEP‑MEDEF Code. 6 members 2 meetings 100% attendance rate At December 31, 2023, the composition of the Governance Committee was as follows: (1) Chairman: Charles Edelstenne ; Members: Flavia Buarque de Almeida, Philippe Houzé, (2) . Aurore Domont , Arthur Sadoun and Thierry Faraut (1) It organises the procedure for selecting future Directors. Independent Director qualiﬁcation criteria are discussed by the Governance Committee and reviewed each year by the Board of Directors prior to the publication of the annual report. It is also responsible for assessing Directors’ independence and reporting its ﬁndings to the Board of Directors. If necessary, the Governance Committee reviews situations caused by a Director’s repeated absence. The Committee makes recommendations to the Board of Directors on the appointment of specialised Committee members when their terms are up for renewal. It also assists the Board of Directors in adapting the Company’s corporate governance practices and assessing their composition and efficiency. (1) (2) Independent Director. Director representing employees. Member of the Governance Committee until December 7, 2023. It reviews solutions to ensure that good corporate governance practices remain in place, and succession plans for Executive Officers and the management team. At March 13, 2024, the composition of the Governance Committee was as follows: Charles Edelstenne (Chairman and Independent Director), Flavia Buarque de Almeida, Aurore Domont (Independent Director), Philippe Houzé and Arthur Sadoun (Independent Director), i.e., a 60% independence rate. Duties The Governance Committee reviews and formulates an opinion on any candidate being considered for Director or Executive Officer positions. It submits proposals to the Board of Directors after an in‑depth examination of all the factors to be taken into account in its decision‑making process, particularly in light of the composition of and changes to the Company’s shareholder base to ensure a well‑balanced Board of Directors. It also assesses the appropriateness of the renewal of terms of office. It reviews the diversity policy in the Company’s governance bodies, particularly in terms of gender balance. It reviews all matters related to the conduct of Directors and, at the request of the Lead Director, any potential conﬂict of interest involving the Directors. It reviews the Chairman’s draft report on corporate governance and any other document required by law or regulations. 2023 principal activities Over the course of the Governance Committee’s meetings, the following main topics were reviewed: ■ governance: ■ ■ ■ changes in the composition of the Board of Directors’ specialised Committees. To this end, it has proposed changes to the composition of the Board’s committees, in particular to improve the independence rate, review of succession plans for management. In this respect, it proposed the renewal, ahead of term, of Alexandre Bompard’s appointment in order to align with the Carrefour 2026 strategic plan, ■ oversight, with the Lead Director, of the Board of Directors’ annual assessment; Shareholders’ Meeting of May 26, 2023: ■ ■ ■ annual review of certain Directors’ independence, review of the report on corporate governance, changes in the composition of the Board of Directors: renewal of terms of office for the Shareholders’ Meeting; Board of Directors’ specialised Committees: ■ ■ review of the composition of the Board of Directors’ specialised Committees. 240 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com CORPORATE GOVERNANCE The Board of Directors 3.2.3.4 The CSR Committee The CSR Committee meets as often as necessary. Composition At December 31, 2023, a majority of the members of the CSR Committee qualiﬁed as Independent Directors within the meaning of the AFEP‑MEDEF code. At March 13, 2024, the composition of the CSR Committee was as follows: Aurore Domont (Chair and Independent Director), Claudia Almeida e Silva (Independent Director), Patricia Moulin Lemoine and Sylvie Dubois (Director representing employees), i.e., a 67% independence rate. 4 members 4 meetings 100% attendance rate Duties The CSR Committee: At December 31, 2023, the composition of the CSR Committee was as follows: Chair: Aurore Domont Members: Cláudia Almeida e Silva , Patricia Moulin (2) Lemoine and Martine Saint‑Cricq . (1) (1) ; (1) (2) Independent Director. Director representing employees. Member of the CSR Committee until October 18, 2023. 2023 principal activities During the course of the meetings of the CSR Committee, the following main topics were reviewed: ■ ■ ■ review of the Non‑Financial Statement and the CSR report included in the 2022 Universal Registration Document; discussions about the Group’s action plans and priority initiatives as regards the food transition and CSR; raising the Group’s CSR objectives and adopting the new Carrefour CSR & Food Transition Index; ■ ■ ■ ■ ■ ■ ■ ■ ■ reviews the Group’s CSR strategy and the roll‑out of the related CSR initiatives; verifies that the Group’s CSR commitments are integrated in light of the challenges specific to the Group’s business and objectives; assesses risks, identifies new opportunities and takes account of the impact of the CSR policy in terms of business performance; reviews the annual report on non‑financial performance; reviews the summary of ratings awarded to the Group by ratings agencies and in non‑financial analysis. review of the CSR index for 2022; discussions about regulatory developments, in particular the CSRD directive and imported deforestation; regulation on the in‑depth study of how to reduce the Group’s CO emissions; 2 the Group’s diversity and inclusion policy. UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 241 1 2 3 4 5 6 7 8 9 3 CORPORATE GOVERNANCE The Board of Directors 3.2.3.5 The Strategic Committee The Strategic Committee meets as often as necessary. Composition 5 members 2 meetings 100% attendance rate At December 31, 2023, the composition of the Strategic Committee was as follows: Chairman: Alexandre Bompard; Vice‑Chairman: Abilio Diniz; Members: Philippe Houzé, Stéphane Courbit Israël (1) . (1) (1) Independent Director. 2023 principal activities At March 13, 2024, the composition of the Strategic Committee was as follows: Alexandre Bompard (Chairman), Flavia Buarque de Almeida, Philippe Houzé, Stéphane Courbit (Independent Director) and Stéphane Israël (Independent Director). Duties The Strategic Committee prepares the Board of Directors’ work on the Group’s strategic objectives and the key topics of interest, including: and Stéphane ■ ■ development priorities and opportunities for diversifying the Group’s operations; strategic investments and significant partnership projects. The members of the Strategic Committee were asked to review the proposed takeover of Cora and Match in France, as well as other strategic acquisition opportunities. 242 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com CORPORATE GOVERNANCE Group Executive Committee 3.3 Group Executive Committee 3.3.1 COMPOSITION OF THE GROUP EXECUTIVE COMMITTEE The Group Executive Committee comprises Group managers and individuals from other horizons who contribute complementary expertise. Chaired by the Chairman and Chief Executive Officer, the Group Executive Committee is comprised of 14 members: Alexandre Bompard Alexandre de Palmas Guillaume de Colonges Caroline Dassié Emmanuel Grenier Charles Hufnagel Carine Kraus Matthieu Malige Stéphane Maquaire Jérôme Nanty Élodie Perthuisot Christophe Rabatel Alice Rault Laurent Vallée Main position held within the Group Chairman and Chief Executive Officer Executive Director, France Executive Director, Merchandise, Supply and Formats Executive Director, Marketing and Customers for the Group and France Executive Director, E‑Commerce, Data and Digital Transformation Executive Director, Communication for the Group and France Executive Director, Engagement Chief Financial Officer Executive Director, Latin America (Brazil and Argentina) Executive Director, Human Resources and Assets for the Group and France Executive Director Carrefour Spain Executive Director, Italy Executive Director, Strategy and Transformation Secretary General and Executive Director, Northern Europe 3.3.2 BALANCED COMPOSITION OF THE GROUP EXECUTIVE COMMITTEE In accordance with paragraph 4 of Article L. 22‑10‑10 of the French Commercial Code, the Board of Directors ensures the monitoring of the Group policy, which has been focused on gender equality within the Group Executive Committee for a number of years, as well as in the 10% of positions at the highest levels of responsibility. The Group Executive Committee, created and chaired by Alexandre Bompard, Carrefour’s Chairman and Chief Executive Officer, to strengthen oversight of the Group and closely monitor its transformation plan, comprises Group managers and individuals from other horizons who contribute complementary expertise. the time of its creation, the Committee comprised At 14 members, including one woman, i.e., 7%. At the date of this Universal Registration Document, the Board of Directors has 14 members including four women, i.e., 29%. These changes broadly reﬂect the policy encouraging women’s access to is moving positions of responsibility. While the workforce towards a 50:50 split at Group level, with a slight decline in the proportion of women at Carrefour overall in 2023, the rate of women in management increased compared with 2022. There has also been a big increase in the proportion of women on the Group Executive Committee, as well as among directors, Senior Directors and executives. From within the broader category of Senior Directors, a new job category was created in 2021 for Executive Directors (who make up the Group’s top 200). Among these positions, the percentage occupied by women has increased from 22.3% to 28.8% since year‑end 2020. This indicator is a part of Carrefour’s CSR and Food Transition Index, with the objective of achieving a 35% rate of women in the top 200 by 2025. These achievements can be explained primarily by Group policy, which has been focused on gender equality for a number of years (detailed in Section 2.1.7 of this Universal Registration Document), particularly with regards to diversity in leadership positions. Carrefour international Women Leaders programme in 2011 and signed the UN’s Women’s Empowerment Principles in 2013 to increase the number of women in leadership positions. The Group has also put in place development, individual coaching and mentorship programmes for women, as well as partnerships dedicated to gender equality in order to promote gender parity at Carrefour and help women build their knowledge and networks. introduced the 1 2 3 4 5 6 7 8 9 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 243 3 CORPORATE GOVERNANCE Group Executive Committee 3.3.3 BIOGRAPHIES OF THE MEMBERS OF THE GROUP EXECUTIVE COMMITTEE ALEXANDRE BOMPARD Information on Alexandre Bompard’s educational background and work experience is described in Section 3.2.1.3 of this Universal Registration Document. ALEXANDRE DE PALMAS GUILLAUME DE COLONGES CAROLINE DASSIÉ Alexandre de Palmas is a graduate of Institut d’études politiques de Paris and École Nationale de l’Administration (ENA). He began his career in retail property with the Casino group and subsequently held senior management positions at Clear Channel, Gallimard‑Flammarion and then Elior. He joined the Carrefour group in August 2018 as Executive Director, Convenience and cash & carry France. He was appointed Chairman and Chief Executive Officer of Carmila in July 2019. In July 2020, he was appointed Executive Director of Carrefour Spain. In September 2023, he became Executive Director, France. Guillaume de Colonges holds a university degree in Economics and completed an advanced management course at Harvard Business School in the United States. He began his career as a ﬂoor manager at Carrefour Anglet in 1992, before taking on various operational posts in hypermarkets in France and Poland. Subsequently, he acquired operational experience as Commercial and Supply Chain Director, and from 2000 to 2008 as Director of supermarket and hypermarket operations in Turkey and Taiwan. He then became Chief Executive Officer of Carrefour in Asia and Malaysia before taking on the same post in Singapore in 2009 and at Carrefour Turkey in 2011. In 2014, Guillaume de Colonges became Executive Director Poland. On October 2, 2017, he became Executive Director, Northern and Eastern Europe (Belgium, Poland and Romania). He directly oversees the operations of Carrefour Belgium. In 2019, he was appointed Executive Director, Merchandise, Supply and Formats. Caroline Dassié began her career in 1994 with the Danone group, ﬁrst with Lu, then with Blédina, where she held various sales and marketing positions. In 2004, she joined Danone Eaux France and became Sales and E‑commerce Director in 2014. In 2015, she was appointed International Food Executive Officer at Intermarché. Caroline Dassié joined Carrefour France in 2018 as Executive Director of Supermarkets, then as Executive Director of Marketing and Clients for the Carrefour group from September 1, 2021. 244 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com EMMANUEL GRENIER CHARLES HUFNAGEL CARINE KRAUS MATTHIEU MALIGE CORPORATE GOVERNANCE Group Executive Committee Emmanuel Grenier has spent his entire career with Casino Group, initially holding various Supply Chain & IT positions in Poland and then in France, before heading Cdiscount from 2008 to early 2023. He becomes the Carrefour group’s Director of E‑commerce, Data and Digital Transformation from February 1, 2024. Charles Hufnagel is a graduate of the Paris Institute of Political Studies. He began his career in the EDF press office in 1998. He joined the Areva group when it was created in 2001. He held the position of head of the press office and then of deputy Director of communication. From 2007 to 2010, he served as Director of Areva Abu Dhabi and then of Areva South‑Korea. From 2010 to 2012, he was communications advisor to Alain Juppé, Minister of Defence and then Minister of Foreign Affairs. From 2012 to 2015, he served as Director of Communications for Areva. In 2016, he was appointed Director of Communications for Compagnie de Saint‑Gobain. From 2017 to 2020, he served as Communications Advisor to the Prime Minister, Édouard Philippe. Charles Hufnagel joined the Carrefour group on September 1, 2020 as Executive Director, Communications for the Group and France. A graduate of Essec and Sciences‑Po Paris, and a former student of ENA, Carine Kraus began her career at the French Ministry of Economy and Finance before joining Veolia in 2012, where she was notably Chief Executive Officer of Veolia Energie France. From 2020 onwards, she was in charge of Sustainable Development. In January 2022, she was appointed Executive Director, Engagement for the Carrefour group. Matthieu Malige is a graduate of HEC Business School and École des Travaux Publics and holds a Master of Science degree from UCLA. He started his career at Lazard Frères. From 2003 to 2011, he held various positions within the Carrefour group: Director of Strategy and Development, Chief Financial Officer of Carrefour Belgium and Chief Financial Officer of Carrefour France. In 2011, he joined the Fnac group as Chief Financial Officer and on July 20, 2016, following the company’s acquisition of Darty, he became Chief Financial Officer of Fnac Darty. On October 16, 2017, Matthieu Malige took up the position of Chief Financial Officer of the Carrefour group. 1 2 3 4 5 6 7 8 9 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 245 3 CORPORATE GOVERNANCE Group Executive Committee STÉPHANE MAQUAIRE Stéphane Maquaire is a graduate of Ponts et Chaussées. He started his career in 1997 at Arthur Andersen. In 2004, he joined Unibail‑Rodamco as Chief Financial Officer of Exposium and then Director of Operations for shopping centres in France. In 2008, he joined the Monoprix Group as Finance and Development Director, and in 2010 was appointed Chairman and Chief Executive Officer. Subsequently, Stéphane served as CEO of Vivarte in France and of Manor in Switzerland. He joined In September 2021, he became Executive Director of Carrefour Brazil. He is currently Executive Director, Latin America (Brazil and Argentina). in 2019 as Executive Director of Carrefour Argentina. the Carrefour group JÉRÔME NANTY ÉLODIE PERTHUISOT CHRISTOPHE RABATEL Jérôme Nanty is a graduate of Institut d’études politiques de Paris and has a Master’s degree in public law. He began his career in 1986 at Société Générale before joining the capital markets division of Crédit Lyonnais bank in 1989, ﬁrst as a bond market operator and subsequently as a manager of a portfolio of bond issuers. In 1998, he joined the bank’s Human Resources department as manager of employment policy and later labour relations. From 2001 to 2004, he served as Director of Labour and Social Relations for the Crédit Lyonnais group. From 2003 onwards, he held the same position at the Crédit Agricole group. As such, he was in charge of the labour aspect of the merger of Crédit Lyonnais and Crédit Agricole. He was appointed as Director of Human Resources at LCL in 2005 and at the Caisse des Dépôts group in 2008. From 2013 to 2016, he was General Secretary of the Transdev group. Since July 2016, he has served as General Secretary and Director of Human Resources of the Air France‑KLM group. On October 2, 2017, Jérôme Nanty joined the Carrefour group as Executive Director, Human Resources for the Group and France. In June 2019 he was appointed Executive Director, Human Resources and Assets for the Group and France. Élodie Perthuisot joined Carrefour as Chief Marketing Officer 2018. She then held the position of Executive Director E‑commerce and Marketing before being appointed Director of E‑commerce and E‑commerce supply chain France in 2020. In March 2021, she was named Chief E‑commerce, Digital Transformation and Data Officer for the Carrefour group and in September 2023, she became Executive Director of Carrefour Spain. Christophe Rabatel is a graduate of the ICN Business School in Nancy and holds an MBA from Indiana University of Pennsylvania. Christophe Rabatel joined the Carrefour group in 2004. He held various ﬁnancial positions across Europe, was appointed CFO and Director of Carrefour Turkey, then Director of Finance, Expansion & Organisation for Carrefour Market in France. He then took on a number of operational responsibilities with Carrefour Proximité in France, ﬁrst as in Regional Director, before being appointed Executive Director for Carrefour Proximité March 2015. Executive Director for Carrefour Poland since July 2018, he is now Executive Director for Carrefour Italy. 246 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com ALICE RAULT LAURENT VALLÉE CORPORATE GOVERNANCE Group Executive Committee On March 1, 2022, Alice Rault was appointed Executive Director of Strategy and Transformation. Alice Rault is a graduate of HEC business school and began her career working in consultancy and investment. She joined the Imerys group in 2014 as Director of Strategy and Development, before taking on a number of operational responsibilities. In 2019, Alice Rault was appointed Chief Transformation Officer for the Suez group. Laurent Vallée is a graduate of ESSEC Business School, Institut d’études politiques de Paris and École Nationale de l’Administration (ENA). He began his career at the Conseil d’État, France’s administrative Supreme Court, where he served in particular as Government Commissioner and Constitutional Advisor to the Government’s Secretary General. From 2008 to 2010, Laurent Vallée was a lawyer with the Clifford Chance law ﬁrm, before being appointed Director of Civil Affairs at the Ministry of Justice in April 2010. He was then General Corporate Secretary of the Canal+ group from 2013 to 2015. Since March 2015, he has served as Secretary General of the Conseil Constitutionnel, France’s constitutional council. On August 30, 2017, Laurent Vallée joined the Executive Management team as General Secretary of the Carrefour group. He is also in charge of Carrefour Partenariats International (CPI). On July 4, 2022, he was appointed Executive Director of Northern Europe. 1 2 3 4 5 6 7 8 9 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 247 3 CORPORATE GOVERNANCE Compensation and benefits granted to Company Officers 3.4 Compensation and benefits granted to Company Officers 3.4.1 PROCESS FOR DETERMINING AND IMPLEMENTING COMPENSATION POLICIES FOR COMPANY OFFICERS for Company Officers have been Compensation policies amended in order to comply with the provisions of French government order no. 2019‑1234 of November 27, 2019 and its implementing decree. Compensation policy for Directors The compensation policy is decided by the Board of Directors after consulting with the Compensation Committee. A majority of the members of the Compensation Committee qualify as in accordance with the provisions of the AFEP‑MEDEF Code. The Committee meets as often as necessary. Independent Directors, Compensation policy for the Chairman and Chief Executive Officer The Board of Directors, after consulting the Compensation Committee, approves the principles and rules for determining the compensation of the Chairman and Chief Executive Officer, as well as the criteria for determining, allocating and awarding components of compensation of any kind. The Board of Directors periodically reviews the performance criteria and conditions applicable to the variable components of compensation to ensure that they reﬂect the Group’s ambitions. Achievement of the performance conditions is assessed annually by the Compensation Committee. the Board after consulting with 3.4.2 DIRECTORS’ COMPENSATION 3.4.2.1 Compensation policy for Directors pursuant to Article L. 22‑10‑8 of the French Commercial Code At its meeting on April 11, 2018, the Board of Directors decided to amend the allocation procedures for compensation paid to Directors for attendance at Board meetings. This allocation, which has remained unchanged, is as follows: The variable portion of the compensation is paid in proportion to the number of Board of Directors’ and/or specialised Committee meetings attended by the members (100% of the variable portion will be allocated for attendance at all meetings). ■ ■ ■ ■ ■ ■ ■ Chairman of the Board of Directors: 10,000 euros; Vice‑Chairman of the Board of Directors: 40,000 euros; The maximum annual amount of compensation allocated to Directors in respect of their directorship for the current period and future periods is 1,280,000 euros. Lead Director: 40,000 euros; Director: 45,000 euros comprising: a variable portion of 25,000 euros, a fixed portion of 20,000 euros; ■ ■ Chair of the Audit Committee: 30,000 euros; Chair of the Compensation Committee, the Governance Committee, the CRS Committee and the Strategic Committee: 10,000 euros; members of specialised Committees: compensation of 10,000 euros for belonging to one or more specialised Committees, based on the Committee member’s frequency of attendance. The Board of Directors may allocate exceptional compensation to its members in respect of the engagements or duties entrusted to them. This type of compensation is subject to the provisions of Articles L. 225‑38 to L. 225‑42 of the French Commercial Code. Since 2020, Directors’ compensation has been aligned with the calendar year, i.e., for the period from January 1 to December 31. The compensation due in respect of 2022 was paid in 2023 and the compensation due in respect of 2023 will be paid in 2024. The two Directors representing employees have an employment contract within the Group and are therefore compensated for this work unrelated compensation is disclosed. their directorship. Consequently, to 248 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com CORPORATE GOVERNANCE Compensation and benefits granted to Company Officers 3.4.2.2 Compensation allocated or paid to Directors In 2022 and 2023, the Directors received the following amounts: (in euros) Alexandre Bompard Philippe Houzé Stéphane Israël Cláudia Almeida e Silva Alexandre Arnault (6) Nicolas Bazire (6) Flavia Buarque de Almeida Stéphane Courbit Abilio Diniz Aurore Domont Sylvie Dubois (7) Charles Edelstenne Thierry Faraut (11) Mathilde Lemoine Patricia Moulin Lemoine Arthur Sadoun (8) Martine Saint‑Cricq (9) Marie‑Laure Sauty de Chalon Frédéric Barrault (10) TOTAL Amount of compensation received (1) 2023 2022 Amount allocated (2) Amount paid (3) Amount allocated (4) Amount paid (5) 75,000 115,000 135,000 65,000 N/A N/A 55,000 64,444 55,000 75,000 10,000 72,222 60,992 64,000 55,000 45,000 46,709 55,000 5,000 75,000 115,000 135,000 65,000 N/A N/A 55,000 62,500 55,000 75,000 N/A 75,000 65,000 72,500 52,500 45,000 55,000 55,000 N/A 75,000 115,000 135,000 65,000 N/A N/A 55,000 62,500 55,000 75,000 N/A 75,000 65,000 72,500 52,500 45,000 55,000 55,000 N/A 75,000 115,000 135,000 65,000 35,833 70,000 55,000 61,875 55,000 75,000 N/A 75,000 55,000 75,000 55,000 27,500 55,000 55,000 N/A 1,053,367 1,057,500 1,057,500 1,140,208 (1) (2) (3) (4) (5) (6) (7) (8) (9) (10) (11) Gross amounts before withholding tax for non‑French residents and payroll tax for French residents. Amounts due based on actual attendance in 2023, i.e., from January 1 to December 31, 2023. Amounts paid in 2023 for the period from January 1 to December 31, 2022. Amounts due based on actual attendance in 2022, i.e., from January 1 to December 31, 2022. Amounts paid in 2022 for the period from January 1 to December 31, 2021. Directors until September 6, 2021. Director since October 18, 2023. Director since September 7, 2021. Director until October 18, 2023. Director since December 7, 2023. Director until December 7, 2023. 1 2 3 4 5 6 7 8 9 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 249 3 CORPORATE GOVERNANCE Compensation and benefits granted to Company Officers 3.4.3 COMPENSATION OF EXECUTIVE OFFICERS 3.4.3.1 Compensation policy for Executive Officers pursuant to Article L. 22‑10‑8 of the French Commercial Code I/ Principles for determining the compensation of the Chairman and Chief Executive Officer The rules and principles used in determining the compensation and other beneﬁts of the Chairman and Chief Executive Officer are approved by the Board of Directors on the recommendation of the Compensation Committee, with the Board of Directors referring in particular to the AFEP‑MEDEF Code. The principles used in determining the compensation of the Chairman and Chief Executive Officer, ensuring that this compensation is in line with the Company’s best interests, business strategy development and continuity, are as follows: Balance and measurement The Board of Directors ensures that no component of compensation is disproportionate, taking various internal and external factors into consideration such as market practices, the Group’s development, and the Chairman and Chief Executive Officer’s performance. It also ensures that each component of compensation is relevant to the Company’s interests. Consistency and completeness The compensation policy for the Chairman and Chief Executive Officer is established following extensive deliberation and taking into consideration the compensation of the Group’s other executives and employees. Performance The Chairman and Chief Executive Officer’s compensation is closely linked to the Group’s operating performance, the purpose being to reward him for his performance and progress made, in particular through annual variable compensation and a long‑term incentive plan. set by The Chairman and Chief Executive Officer’s variable compensation is subject to the fulﬁlment of certain performance the conditions recommendation of the Compensation Committee, which include quantitative ﬁnancial and non‑ﬁnancial objectives, as well as qualitative objectives that are precise, simple, measurable and rigorous. the Board of Directors, on The Board of Directors may periodically review these objectives and amend them accordingly to better reﬂect the Group’s strategic ambitions. The Board also ensures their relevance. Moreover, to get the Chairman and Chief Executive Officer actively involved in the Group’s growth over the long term and to be more closely aligned with interests, compensation may also include Company performance shares. shareholders’ The fulﬁlment of performance conditions is assessed on a yearly basis by the Board of Directors after consulting with the Compensation Committee, taking into consideration the Group’s ﬁnancial and non‑ﬁnancial performance for the year and the Chairman and Chief Executive Officer’s individual performance based on the targets set by the Board of Directors. Comparability The Chairman and Chief Executive Officer’s compensation must be competitive in order to attract, motivate and retain talent at the highest levels of the Group. II/ Criteria for determining, allocating and awarding the components of compensation of the Chairman and Chief Executive Officer Alexandre Bompard was appointed Chairman and Chief Executive Officer on July 18, 2017. On June 15, 2018 and again on May 21, 2021, his term of office was renewed for three years. The Shareholders’ Meeting of May 26, 2023, on the recommendation of the Board of Directors from 22 March 2023, decided to renew, ahead of term, his directorship to align it with the Carrefour 2026 strategic plan. He was also reappointed as Chairman and Chief Executive Officer. The Board of Directors can revoke this term of office at any time in accordance with the applicable legal provisions. Facing intense competition in its main markets and operating in a highly uncertain macroeconomic and regulatory environment, the Group has achieved very satisfactory results over the past six years. In this context, the Board of Directors wishes to ensure that the compensation awarded takes into account the expectations of all the Group's stakeholders and also reﬂects the Chairman and Chief Executive Officer's commitment its transformation. to accelerating The voting results of the 2023 Shareholders’ Meeting revealed an expectation for change and a need for further explanatory details on the Chairman and Chief Executive Officer’s compensation package. In response to the voting results, the Board decided to further deepen its dialogue with the Company’s main shareholders and the proxy advisors. The Company’s top 20 shareholders were therefore contacted feedback and comments on the 2023 votes and discuss changes that could be made to the structure of the Chairman and Chief Executive Officer’s compensation package. in order to get their In summary, the main points of potential change that emerged from this shareholder dialogue related to: ■ ■ ■ the number of criteria underlying the Chairman and Chief Executive Officer’s annual variable compensation and their suitability, with the shareholders saying they would like the financial criteria to have a predominant weighting; elimination of offsetting between the criteria applicable to long‑term compensation in order to more closely align this compensation with performance; greater transparency, particularly regarding the qualitative assessment carried out by the Board of Directors for setting the Chairman and Chief Executive Officer’s annual variable compensation; ■ less overlap between the criteria underlying short‑term compensation and those underlying long‑term compensation. On the basis of this feedback, and with input from the Lead Director who took active part in the shareholder dialogue, the Compensation Committee and the Board of Directors worked together to put forward to the 2024 Shareholders’ Meeting a compensation the shareholders’ main concerns. structure designed respond to to 250 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com At its meeting on March 13, 2024, and on the recommendation of the Compensation Committee, the Board of Directors set the components of the Chairman and Chief Executive Officer’s compensation policy for 2024 (detailed in Section 3.4.3.2 of this Universal Registration Document), incorporating a number of signiﬁcant changes as a result of the above‑mentioned collaborative work. These changes relate to (i) the nature, weighting and content of the criteria underlying the Chairman and Chief Executive Officer’s annual variable compensation, and (ii) the deﬁnition of the TSR and CSR criteria, as well as the elimination of all forms of offsetting between the different criteria underlying his long‑term variable compensation. The amended compensation policy will be submitted for approval to the Shareholders’ Meeting of May 24, 2024. Annual fixed and variable compensation and Chief Executive Officer's The Chairman annual compensation comprises a ﬁxed portion and a variable portion. This compensation reﬂects the responsibilities, experience and skills of the Chairman and Chief Executive Officer, as well as market practices. ANNUAL FIXED COMPENSATION The Board of Directors decided to keep the Chairman and Chief Executive Officer’s annual ﬁxed compensation at 1,600,000 euros for 2024, unchanged from 2023. ANNUAL VARIABLE COMPENSATION The Chairman and Chief Executive Officer's annual variable compensation may not exceed a maximum amount expressed as a percentage of his reference annual ﬁxed compensation (as referred to above). This maximum percentage may not exceed 200% of his annual ﬁxed compensation. For 2024, the Board of Directors decided to keep the Chairman and Chief Executive Officer’s maximum annual variable compensation at 190% of his annual ﬁxed compensation, unchanged from 2023. Annual variable compensation is subject to the fulﬁlment of performance conditions based on achieving quantitative ﬁnancial and non‑ﬁnancial objectives, as well as individual qualitative objectives. The performance conditions are based, for 80% of annual variable compensation, on achieving quantitative ﬁnancial and non‑ﬁnancial objectives and, for the remaining 20%, on achieving individual qualitative objectives as deﬁned by the Board of Directors, on the recommendation of the Compensation Committee. The Board of Directors decided to reduce the number of criteria – by removing the NPS criterion – and to increase the weighting of the ﬁnancial objectives from 50% to 60% as from 2024: 15% based on sales, 25% based on recurring operating income (versus 20% previously) and 20% based on net free cash ﬂow (versus 15% previously). (1) In order to ensure greater variability and transparency in setting and assessing the qualitative objective, the Board of Directors decided to replace the quality of governance criterion with an operational and managerial performance criterion comprising four elements: quality of governance (relations with the Board of Directors and the shareholders), representation of the Group (image, external communications, public relations, market positioning), operations transformation (management methods, CORPORATE GOVERNANCE Compensation and benefits granted to Company Officers steering operations, digitalisation) and business development policy (external growth, expansion). The expected level of achievement of the objectives used to determine annual variable compensation is established precisely by the Board of Directors, in line with the Group’s strategic plan and objectives, but is not made public ex ante for conﬁdentiality reasons. These criteria can be used to assess both the individual performance of the Chairman and Chief Executive Officer and the Company’s performance. The Chairman and Chief Executive Officer’s variable compensation is linked to the Company’s overall earnings. in The annual variable compensation accordance with Article L. 22‑10‑34 II of the French Commercial Code, be paid unless approved by the Ordinary Shareholders’ Meeting called to approve the ﬁnancial statements for the year ending December 31, 2024. for 2024 may not, Long‑term incentive plan Awarding variable compensation in the form of shares gives the Chairman and Chief Executive Officer a stake in the Company’s earnings and share price performance, creating a stronger relationship with shareholders. long‑term The performance shares or a cash payout. incentive plan may include stock options, The long‑term incentive plan may not exceed 60% of the gross maximum compensation. Beneﬁts accrue under the plan subject to the fulﬁlment of predominantly quantitative performance conditions, as set by the Board of Directors on the recommendation of the Compensation Committee, over a multi‑year period, and subject to continuing service at the end of the ﬁnancial years considered (except measures to the contrary in the plan rules applicable to all beneﬁciaries). The Board of Directors decided to make three signiﬁcant changes to the performance criteria for the Chairman and Chief Executive Officer’s long‑term variable compensation and the method used to assess their achievement, with effect from 2024: ■ ■ ■ In order to remove any possibility of offsetting between the performance of the various criteria, the maximum performance threshold per criterion has been lowered from 130% to 100%, which aligns it with the target performance. The panel for the TSR criterion has been increased to eleven companies in order to include as many of Europe's listed retailers as possible. Dia, Dino and Kesko have been added to the panel, and Casino has been removed. A new CSR objective has been introduced, separate from the objective used for the Chairman and Chief Executive Officer’s annual variable compensation. This objective is based on three criteria that are already tracked in the Carrefour CSR and Food Transition Index and are representative of the Group's long‑term commitments to help combat global warming – sensitive materials, greenhouse gas emissions and supplier commitments. These criteria will no longer be used in the CSR and Food Transition Index for determining the Chairman and Chief Executive Officer’s annual variable compensation. If stock options or performance shares are granted, the Board of Directors will set the number of shares that the Chairman and (1) NPS is a non‑financial criterion that was introduced in 2020 at a time when it was an absolute priority for the Group to focus on customer satisfac tion. The rise in this score since then shows that this objective has for the most part been achieved. By removing this criterion – only for the Chair man and Chief Executive Officer as it will remain in place for other members of the management team – the number of criteria can be reduced while at the same time increasing the weighting of the financial criteria, in line with the shareholders’ wishes. UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 251 1 2 3 4 5 6 7 8 9 3 CORPORATE GOVERNANCE Compensation and benefits granted to Company Officers Chief Executive Officer is required to hold until the termination of his term of office, in accordance with the provisions of the French Commercial Code. The Chairman and Chief Executive Officer is not permitted to hedge any stock options or performance shares held or any shares obtained upon the exercise of stock options held, and this rule applies throughout the entire term of the holding period set by the Board of Directors. Benefits in kind At the Board of Directors’ discretion and on the recommendation of the Compensation Committee, the Chairman and Chief Executive Officer may receive beneﬁts in kind. The award of beneﬁts in kind is determined in view of the nature of the position held. Accordingly, the Chairman and Chief Executive Officer has a company car and voluntary job loss insurance. Other beneﬁts in kind may be provided for in speciﬁc situations. Compensation paid in respect of his directorship The Chairman receives compensation in his capacity as Director, Chairman of the Board of Directors and specialised Committee member. and Chief Executive Officer The compensation allocated in respect of his directorship is paid in accordance with the compensation policy for Directors as described this Universal Registration Document. It is comprised of a ﬁxed portion and a variable portion based on his attendance at meetings of the Board of Directors and of its specialised Committees. in Section 3.4.2.1 of Exceptional compensation In certain special circumstances, the Board of Directors may decide to award exceptional compensation to the Chairman and Chief Executive Officer. The special circumstances in which this exceptional compensation may be granted by the Board of Directors include the completion of an operation offering signiﬁcant transformative potential for the organisation. Payment of such compensation must be properly justiﬁed and based on a speciﬁc triggering event. Under no circumstances can the exceptional compensation exceed 100% of the Chairman and Chief Executive Officer’s annual ﬁxed compensation. It may take the form of stock options, performance shares or a cash payout. In the event of a cash payout, the exceptional compensation may not, in accordance with Article L. 22‑10‑34 II of the French Commercial Code, be paid unless approved by the Ordinary Shareholders’ Meeting called to approve the ﬁnancial statements for the year during which the decision was made to grant exceptional compensation. Compensation or benefits due or likely to be due upon taking office In accordance with the comparability principle described above, the Board of Directors may, on the recommendation of the Compensation Committee, award compensation related to the act of taking of office. It may take the form of stock options, performance shares or a cash payout. It must be explained, and its amount published, when the compensation is ﬁxed. Supplementary defined benefit pension plan In accordance with French government order no. 2019‑697 of to July 3, 2019 amending regime applicable legal the supplementary deﬁned beneﬁt pension plans such as the plan in force within the Carrefour group, the Board of Directors, on the recommendation of the Chairman and Chief Executive Officer, and after consultation with the Compensation Committee, decided to cancel the plan applicable to the Chairman and Chief Executive Officer from January 1, 2020. Accordingly, all the rights that had previously accrued before January 1, 2020 were lost. With effect from January 1, 2020, the Board of Directors decided to set up a new “top‑up” deﬁned beneﬁt plan that meets the new requirements of Article L. 137‑11‑2 of the French Social Security Code (Code de la sécurité sociale). The main characteristics of the new plan are as follows: ■ ■ ■ beneficiaries will retain the annual rights accrued in the event that they leave the Company; the rights accrued in a given year will be calculated based on the compensation for that year (reference compensation), without exceeding 60 times the annual social security ceiling. To determine the reference compensation, only the annual fixed compensation of the beneficiary and the annual variable compensation paid are considered, to the exclusion of any other direct or indirect form of compensation; to more stringent annual rights will accrue subject performance conditions and based on some of the same criteria as those used to determine the Chairman and Chief Executive Officer’s variable compensation: three quantitative financial criteria (sales, recurring operating income and net free cash flow) and one non‑financial CSR criterion (Carrefour CSR and Food Transition Index). The average of the achievement rates for the four equally weighted criteria will be used to determine the amount of rights that accrue for a given year. The criteria are designed to reﬂect the performances of the Group and the Chairman and Chief Executive Officer insofar as they are proportionate to the responsibilities of the latter and relevant to the interests and long‑term strategy of the Company. The annual accrual rate under the plan will vary depending on the achievement rates for the performance criteria, as follows: 1.75% of reference compensation for an average achievement rate of 75% or more; 2.25% for an average achievement rate of 100% or more (central target rate); 2.75% for an average achievement rate of 125% or more. ■ ■ ■ The supplementary pension rights obtained under the plan as described above accrue to the beneﬁciary. The aggregate percentages applied for a given beneﬁciary, all employers combined, will be capped at 30%. Termination payment As announced at the Shareholders’ Meeting of June 15, 2018, the Chairman and Chief Executive Officer informed the Board of Directors of his decision to waive the beneﬁt of the termination payment agreed by the Board on July 18, 2017. He is therefore no longer eligible for any termination payment. Non‑compete commitment The Board of Directors may also decide to enter into a non‑compete commitment with the Chairman and Chief Executive Officer. The non‑compete commitment entered into upon Alexandre Bompard’s appointment as Chairman and Chief Executive Officer was amended by the Board of Directors on July 26, 2018 to bring it into line with the new AFEP‑MEDEF recommendations. The amended commitment was approved by the Shareholders’ Meeting of June 14, 2019 (13th resolution). 252 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com CORPORATE GOVERNANCE Compensation and benefits granted to Company Officers The purpose of the commitment is to prohibit the Chairman and Chief Executive Officer from working for a competitor, within a number of speciﬁed businesses operating in the retail food industry, for a period of 24 months from the end of his term. The corresponding non‑compete payment must be integrated into the compensation policy pursuant to French government order no. 2019‑1234 of November 27, 2019. Pursuant to these provisions, and line with the agreement approved on July 26, 2018, the Board of Directors conﬁrmed that this payment would be set at 12 months’ maximum annual ﬁxed and variable compensation. The payment will be applicable during said 24‑month period and will be made in instalments. in The Board of Directors may waive the implementation of the non‑compete commitment upon the Chief Executive Officer’s termination. The commitment also provides that the non‑compete payment will not be made if the Chief Executive Officer has claimed his pension beneﬁts. No payment will be made after the age of 65. Policy for holding shares applicable to the Executive Officers In addition to the requirement for Directors (other than Directors representing employees) to hold at least 1,000 shares during their term of office, the Board has established a strict policy requiring the Chairman and Chief Executive Officer to hold at least 200,000 shares in registered form throughout his term of office, corresponding to about two years’ of ﬁxed compensation at the last date on which his term was renewed. The Chairman and Chief Executive Officer had ﬁve years from the date of his ﬁrst appointment to comply with this minimum holding requirement. At the date of this document, Alexandre Bompard holds 1,028,818 Carrefour shares. Exceptional deviations from the compensation policy In accordance with paragraph 2 of Article L. 22‑10‑8, III of the French Commercial Code, under certain circumstances, the Board of Directors may deviate from the compensation policy, provided such deviation is temporary, if it is in the Company’s best interest and is necessary to ensure the continued existence or viability of the Company. Exceptional circumstances that could give rise to the use of this possibility include, for example, a transforming acquisition or suspension of signiﬁcant operations, a change in accounting policy, or a major event affecting markets generally and/or more speciﬁcally Carrefour group’s business. Compensation components affected by this policy include annual and long‑term variable compensation. Deviations could also be used to change performance conditions for all or some of the compensation components increases or decreases to one or more criteria parameters (weight, thresholds and values). A deviation of this kind could only be implemented on the proposal of the Compensation Committee or, if necessary, other specialised committees, it being speciﬁed that any change to the compensation policy would be made public, and motivated and aligned in particular with the corporate purpose of the Company and the interests of shareholders. Variable compensation components remain subject to a binding vote by the Shareholders’ Meeting and may not be paid except in the event of a positive vote in accordance with Articles L. 22‑10‑8 and L. 22‑10‑34 II of the French Commercial Code. including 1 2 3 4 5 6 7 8 9 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 253 3 CORPORATE GOVERNANCE Compensation and benefits granted to Company Officers 3.4.3.2 Components of compensation allocated to the Chairman and Chief Executive Officer, Alexandre Bompard, in respect of 2024 The Board of Directors set the structure of Chairman and Chief Executive Officer, Alexandre Bompard’s, 2024 compensation as follows: Fixed compensation 1,600,000 euros Presentation At its meeting on March 13, 2024, the Board of Directors set the Chairman and Chief Executive Officer’s annual ﬁxed compensation at 1,600,000 euros. Annual variable compensation Type of criteria Quantitative criteria (ﬁnancial and non‑ﬁnancial) Sales Recurring operating income Net free cash ﬂow CSR Up to 190% of ﬁxed compensation Annual variable compensation could represent up to 190% of the reference annual ﬁxed compensation if overall performance is greater than or equal to 140%. (1) Weighting 15% 25% 20% 20% Comments Annual variable compensation is subject to the fulﬁlment of quantitative ﬁnancial and non‑ﬁnancial objectives, for 80%, and a qualitative objective, for 20%. These objectives were deﬁned by the Board of Directors on March 13, 2024. The Board of Directors decided to reduce the number of criteria – by removing the NPS criterion – and to increase the weighting of the ﬁnancial objectives from 50% to 60% as from 2024: 15% based on sales, 25% based on recurring operating income (versus 20% previously) and 20% based on net free cash ﬂow (versus 15% previously). The weighting of the CSR criterion, based on the in‑house Carrefour CSR and Food Transition Index which is audited externally, is 20%. This index is comprehensive and aligned with the Group’s strategic priorities. See Section 1.5.5 of this Universal Registration Document The qualitative criterion is now based on operational and managerial performance (20% weighting) instead of quality of governance. It comprises four elements, which are aligned with the Group's strategic priorities set out in the Carrefour 2026 plan: for details on the composition of and changes in this index. (2) Qualitative criteria Operational and managerial performance 20% ■ ■ ■ TOTAL Long‑term incentive plan (performance shares) 100% Value representing 55% of the gross maximum compensation (ﬁxed annual, maximum annual variable and long‑term variable) Beneﬁts in kind Compensation paid in respect of his directorship Quality of governance, particularly through relations with the Board of Directors and shareholders. Representation of the Group, particularly through managing its image, external communications, public relations and market positioning. Operations transformation, particularly through ensuring balanced management methods, steering store and warehouse operations and digitalisation. Business development policy, through external growth and expansion projects. ■ The expected level of achievement of the objectives used to determine annual variable compensation is established precisely by the Board of Directors, in line with the Group’s strategic plan and objectives. However, it cannot be made public ex ante for conﬁdentiality reasons. On February 20, 2024, the Board of Directors decided to award this compensation in the form of performance shares, for a value representing 55% of the Chairman and Chief Executive Officer’s gross maximum compensation. The shares were granted using the authorisation given in the 22nd resolution adopted at the Shareholders’ Meeting of May 26, 2023, and they are all subject to performance conditions. The shares will vest on February 20, 2027, subject to the achievement of the underlying performance conditions (assessed over a period of three years) and to continuing service with the Company. The Chairman and Chief Executive Officer shall be required to retain 30% of his vested shares in an amount not exceeding a share portfolio representing 150% of his annual ﬁxed compensation. The performance conditions set by the Board of Directors are based on the following criteria: recurring operating income, net free cash ﬂow and Total Shareholder Return (based on a larger panel comprising the following companies: Ahold Delhaize, Colruyt, Dia, Dino, Jeronimo Martins, Kesko, Marks & Spencer, Metro, Tesco and Sainsbury's) and CSR, on the basis of three indicators reﬂecting the Carrefour Group's long‑term commitments to help combat global warming, namely sensitive materials, greenhouse gas emissions and supplier commitments. Each criterion has a weighting of 25%. The related objectives are set for each criterion by the Board of Directors, in line with the Group’s strategic plan and public objectives. The performance measured for each criterion determines the vesting rate of the shares corresponding to that criterion. The vesting rates for each criterion range from 50% to 100% (as the achievement rate corresponding to maximum performance has been lowered from 130% to 100%). The vesting rate will increase on a straight‑line basis between minimum and maximum performance. If the achievement level of a criterion is below 50%, no shares will vest in relation to that criterion. With regard to the TSR criterion, the minimum threshold corresponds to the median of the panel, with no shares vesting below that level. The vesting rate will be 100% from ﬁrst to fourth place in the panel, 75% for ﬁfth place and 50% for the median. The ﬁnal vesting rate of the shares will be based on the average of the rates for these four criteria. The Chairman and Chief Executive Officer has a company car and voluntary job loss insurance. The compensation allocated in respect of his directorship is paid in accordance with the compensation policy for Directors as described in Section 3.4.2.1 of this Universal Registration Document. (1) (2) As set by the Board of Directors on March 13, 2024. As indicated in Section 3.4.3.1 of this Universal Registration Document, the index will be adjusted for the three indicators that reflect the Group's long‑term commitments to combat global warming and that are specifically used to evaluate performance with respect to the long‑term variable component. 254 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com CORPORATE GOVERNANCE Compensation and benefits granted to Company Officers 2024 COMPENSATION STRUCTURE 2024 ANNUAL VARIABLE COMPENSATION Compensation with performance conditions 84.5% Compensation without performance conditions Fixed compensation 15.5% 15.5% Long-term incentive* 55% Annual variable compensation 29.5% * Based on the long-term incentive plan granted on February 20, 2024. 20% qualitative objectives Individual qualitative objectives 20% Non-ﬁnancial objectives 20% Quality of corporate governance 20% CSR 20% Sales 15% Recurring operating income 25% Net free cash ﬂow 20% Financial objectives 60% 80% quantitative objectives 3.4.3.3 Compensation allocated or paid to the Chairman and Chief Executive Officer, Alexandre Bompard, in respect of 2023 The Shareholders’ Meeting of May 26, 2023 approved the principles and criteria for determining, allocating and awarding the ﬁxed, variable and exceptional components of the total compensation and beneﬁts in kind that may be awarded to the Chairman and Chief Executive Officer, Alexandre Bompard, in accordance with Article L. 22‑10‑8 of the French Commercial Code. The table below summarises the components of compensation allocated or paid to Alexandre Bompard in respect of 2023 in his capacity as Chairman and Chief Executive Officer. The payment of the variable and exceptional components of compensation due in respect of the 2023 ﬁnancial year is subject to the approval of the Shareholders’ Meeting of May 24, 2024, in accordance with Article L. 22‑10‑34 II of the French Commercial Code. (in euros) Amount allocated (3) Amount paid (4) Amount allocated (5) Amount paid (6) 2022 2023 Alexandre Bompard Chairman and Chief Executive Officer Fixed compensation Variable compensation Long‑term incentive plan Termination payment Compensation paid in respect of his directorship (1) Beneﬁts in kind (2) TOTAL 1,500,000 2,850,000 1,500,000 2,850,000 N/A N/A 75,000 9,052 N/A N/A 75,000 9,052 1,600,000 2,849,128 N/A N/A 75,000 16,772 1,600,000 2,850,000 N/A N/A 75,000 16,772 4,434,052 4,434,052 4,540,900 4,541,772 (1) (2) (3) (4) (5) (6) See Section 3.4.2.2 of this Universal Registration Document. Company car and voluntary unemployment insurance. Variable compensation: amount allocated for the period from January 1 to December 31, 2022. Variable compensation: amount paid in 2022 for the period from January 1 to December 31, 2021. Variable compensation: amount allocated for the period from January 1 to December 31, 2023 (subject to the approval of the Shareholders’ Meeting of May 24, 2024). Variable compensation: amount paid in 2023 for the period from January 1 to December 31, 2022. 1 2 3 4 5 6 7 8 9 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 255 3 CORPORATE GOVERNANCE Compensation and benefits granted to Company Officers The components of compensation allocated or paid to the Chairman and Chief Executive Officer, Alexandre Bompard, in 2023 are as follows: Net free cash ﬂow rose sharply once again in 2023, resulting in a 200% performance level for this criterion, with cash generation of 1,622 million euros versus a target of 1,200 million euros. The performance level for the recurring operating income criterion, at constant exchange rates in 2023, represented 54.3%, with actual recurring operating income of 2,220 million euros versus a target of 2,403 million euros. ■ Non‑financial quantitative criterion (NPS and Carrefour CSR and Food Transition Index) ® The CSR criterion is based on the in‑house Carrefour CSR and Food Transition Index which is audited externally. This index is comprehensive and aligned with the Group’s strategic priorities. The achievement rate stood at 110% in 2023. See Section 1.5.3 of this Universal Registration Document the composition of and change in this index. for details on In 2023, Carrefour gained 3 points in the Moody’s (formerly Vigeo Eiris) questionnaire, achieving a score of 76/100. Carrefour is also one of the seven members of DJSI World, which brings together the best companies in terms of ESG performance. The performance level for the CSR criterion came to 150% versus a target of 100%. The score for the NPS criterion was 51. The performance level for this criterion was therefore 112.5% given a target of 50. ® Qualitative criterion (Quality of governance) ■ his underlying criterion (1) In view of the planned changes to the Chairman and Chief Executive Officer’s compensation policy for 2024 regarding the qualitative variable compensation , the Board of Directors decided to assess the 2023 performance relating to the quality of governance criterion in a more differentiated way by incorporating the components of the new operational and managerial performance criterion. The Board’s aim in doing this was also to meet the expectations of the shareholders, by providing a better description of the reasons for its assessment of the qualitative criterion. annual Applying to the 2023 compensation the analysis matrix it is proposing for 2024, the Board of Directors based its assessment on the following elements. The quality of the Board's operations and its relations with shareholders improved again in 2023, as demonstrated by the renewal in advance of term of the Chairman and Chief Executive Officer’s term of office. The members of the Board consider that the quality and balance of dialogue within the Board of Directors, as well as the extent to which directors' expectations are taken into account, the organisation of strategy sessions and meetings with members of the Executive Committee, and the greater involvement of the Lead Director in the organisation of the Board's work and executive sessions, all illustrate the quality of the Company’s governance led by the Chairman and Chief Executive Officer. Annual compensation Alexandre Bompard received annual compensation comprising a ﬁxed portion and a variable portion. Annual fixed compensation In 2023, Alexandre Bompard was paid an annual ﬁxed compensation of 1,600,000 euros. Annual variable compensation The achievement of Alexandre Bompard’s objectives at 100% would entitle him to annual variable compensation amounting to 100% of his annual ﬁxed compensation. The achievement of his objectives at 140% would entitle him to annual variable to 190% of his annual ﬁxed compensation amounting compensation. Between the lower and upper targets, variable compensation increases on a straight‑line basis. The performance objectives for his annual variable compensation were based, for 80%, on achieving quantitative objectives (sales, recurring operating income, net free cash ﬂow, NPS , and the Carrefour CSR and Food Transition Index), and, for the remaining 20%, on achieving qualitative objectives (quality of governance). These criteria are weighted at 20% for recurring operating income, 15% for sales, 15% for net free cash ﬂow, 10% for NPS , 20% for the Carrefour CSR & Food Transition Index and 20% for corporate governance quality. ® ® At its meeting on March 13, 2024, the Board of Directors reviewed the performance level achieved for each target. As part of a proactive approach, shareholder feedback was taken into account via: (i) (ii) the adjustment explained by the exceptional circumstances surrounding the impact of a financial criterion, which had the effect of significantly reducing the performance level compared with what should have been applied; the early adoption of the qualitative operational and managerial performance criterion to better explain the Board's assessment, which had the effect of reducing the performance level compared with previous years. ■ Quantitative financial criteria (sales, recurring operating income and net free cash flow) The Board of Directors noted an increase in like‑for‑like sales in 2023, with strong growth for Carrefour‑branded products and e‑commerce GMV. However, as an exceptional measure, it decided to revise downwards the performance level of this criterion by neutralising the impact of the difference between the inﬂation rate that was initially forecast for Argentina and the rate that was actually recorded at the end of the year. The Board’s aim with this adjustment was to use a quantitative factor that more accurately reﬂects the Group's performance for the purpose of determining the components of the Chairman & Chief Executive Officer’s compensation. The adjustment also responds to certain observations by shareholders who had noted that inﬂation could lead to a temporary or one‑off distortion of performance. The adjustment had the effect of reducing the performance level for this criterion from 200% to 137.3%, corresponding to growth of 8.4% versus a target of 7.5%. (1) See Sections 3.4.3.1 and 3.4.3.2 of this Universal Registration Document. 256 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com The Group's image and inﬂuence were heightened in 2023, particularly through the partnership with the Paris 2024 Olympic Games and the election of Carrefour's Chairman and Chief Executive Officer as President of the French Retail Federation (FCD). The Chairman and Chief Executive Officer also has a personal commitment to helping people with disabilities, which is at the heart of the Carrefour 2026 plan. For example in 2023, he supported the French Paralympic and Sports Committee and announced a range of innovations to improve the customer experience for people with disabilities. His personal involvement in the commitment to women's health in the workplace – including 12 days' leave a year given to women suffering from endometriosis – conﬁrmed Carrefour's pioneering role in relation to this issue. Lastly, the Chairman and Chief Executive Officer co‑chaired the Forest Positive Coalition of the Consumer Goods Forum, which brings together major global players to deﬁne a collective for combating deforestation, a key climate‑related challenge. strategy The transformation of the Group’s operational and commercial model continued in line with the planned schedule in 2023, as demonstrated by the ongoing transition to lease management and franchising – operating models which now account for 50% of sales in France – the continuing roll‑out of the Maxi method in all of Carrefour’s geographies. The Group's digital transformation picked up pace in 2023, with Carrefour integrating OpenAI technologies and launching a shopping experience with Generative AI, forging new partnerships with foreign start‑ups and teaming up with Rakuten. The Group's business development was particularly impressive in 2023, as illustrated by the announcement of the acquisition of Cora, Match and Provera – which is the largest transaction in France’s retail sector in the last twenty years – as well as the launch of Unlimitail with Publicis and 13 initial partners to leverage the retail media market in Europe, and the extension of international franchising to more countries during the year. CORPORATE GOVERNANCE Compensation and benefits granted to Company Officers Long‑term incentive plan (performance shares) long‑term On February 14, 2023, the Board of Directors decided to award incentive plan to the Chairman and Chief the Executive Officer in the form of performance shares, for a value representing 55% of his gross maximum compensation (i.e., 5,316,667 euros) on February 14, 2026 if the performance conditions are met and if Alexandre Bompard is with the Company at that date. shares will These vest (1) . The shares are all subject to performance conditions to be assessed on February 14, 2026. The Board of Directors set out the following performance criteria: recurring operating income, net free cash ﬂow, Total (based on a panel of distribution Shareholder Return companies ) and corporate social responsibility (based on the Carrefour CSR and Food Transition Index). (2) Each criterion has a weighting of 25%. The related objectives are set by the Board of Directors, but they are not disclosed ex ante for conﬁdentiality reasons. The performance measured for each criterion determines the vesting rate of the shares corresponding to that criterion. The acquisition rates per criterion are between 50% and 130%. The vesting rate will increase on a straight‑line basis between the minimum and maximum. Below 50%, no shares will vest with respect to the relevant criterion. With regard to the TSR criterion, the minimum threshold corresponds to the median of the panel, with no shares vesting below this level (the vesting rate will be 130% for ﬁrst place in the panel, 110% for second place, 90% for third place, 70% for fourth place and 50% for the median). The ﬁnal vesting rate will be the average of the vesting rates of the four criteria, within the limit of the number of shares granted by the Board of Directors, i.e., with an overall vesting rate capped at 100%. Furthermore, Alexandre Bompard has taken the decision not to use hedging instruments. In view of all of these factors, the Board of Directors set the performance level for this criterion at 160%. Benefits in kind The overall performance level for all the criteria was therefore 134.7%. The annual variable compensation of the Chairman and Chief Executive Officer, Alexandre Bompard, was set at 178.1% of his annual ﬁxed compensation, i.e., 2,849,128 euros. This sum may not be paid until approved by the Shareholders’ Meeting called to approve the ﬁnancial statements for the year ended December 31, 2023. Alexandre Bompard has a company car and voluntary job loss insurance. The corresponding ﬁnancial beneﬁt represents 16,772 euros. Compensation or benefits due or likely to be due upon taking office None. (1) (2) Information presented in Section 8.2 of this Universal Registration Document. Casino, Ahold Delhaize, Colruyt, Jeronimo Martins, Marks & Spencer, Metro, Tesco and Sainsbury's. UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 257 1 2 3 4 5 6 7 8 9 3 CORPORATE GOVERNANCE Compensation and benefits granted to Company Officers Compensation paid in respect of his directorship of amount compensation The to Alexandre Bompard in his capacity as Chairman of the Board of Directors, Director and Chairman of the Strategic Committee is determined according to the policy described in Section 3.4.2.2 of this Universal Registration Document. It amounted to 75,000 euros for the period January 1 to December 31, 2022. 2023 paid in Compensation paid by a company within the scope of consolidation Alexandre Bompard has not received any compensation due or paid by any company within Carrefour’s scope of consolidation. In accordance with the annual vesting rates under the plan and on the basis the performance level achieved for each criterion , the Board of Directors meeting of March 13, 2024 noted an average performance level of 135.4%, i.e., more than 125%, thus entitling the Chairman and Chief Executive Officer to a vesting rate of 2.75% for 2023. (1) The gross annual annuity accrued by the Chairman and Chief Executive Officer for 2023 therefore came out to 72,587 euros, or a cumulative annuity of 276,209 euros since the start of the plan. The contributions paid to the insurer are excluded from social security contributions, in return for the payment of an employer’s contribution of 29.7%. Supplementary defined benefit pension plan Termination payment As the French government order no. 2019‑697 of July 3, 2019 amended the legal regime applicable to supplementary deﬁned beneﬁt pension plans with conditional rights such as the plan in force within the Carrefour group, the Board of Directors, acting on the recommendation of the Compensation Committee, decided to modify the plan applicable to the Chairman and Chief Executive Officer. Acting on the Chairman and Chief Executive Officer’s proposal and on the recommendation of the Compensation Committee, the Board of Directors decided on April 3, 2020 to therefore cancel the plan applicable to the Chairman and Chief Executive Officer until December 31, 2019. Accordingly, all the conditional supplementary pension rights that had accrued to the Chairman and Chief Executive Officer since his arrival in the Carrefour group (corresponding to an estimated gross annual annuity of 200,594 euros) were lost. At its meeting of April 3, 2020, the Board of Directors decided to set up a new “top‑up” deﬁned beneﬁt plan, applicable from January 1, 2020, requirements of Article L. 137‑11‑2 of the French Social Security Code. The main characteristics of the new plan are described in Section 3.4.3.1 of this Universal Registration Document. that meets the new The implementation of the Chairman and Chief Executive Officer’s plan follows from a decision by the Board of Directors, taken after consultation with the Compensation Committee. This new plan allows for the grant, subject to performance conditions, of supplementary pension rights, expressed and guaranteed in the form of an annual annuity. Rights can only be settled from the age of 64, provided that the pension has been settled in a compulsory old‑age insurance plan. The rights accrued will be calculated based on the 2023 compensation (reference compensation), capped at 60 times the annual social security ceiling. To determine the reference compensation, only the annual ﬁxed compensation of the beneﬁciary and the variable compensation paid are considered, to the exclusion of any other direct or indirect form of compensation. Rights will accrue subject to the same four annual performance criteria used to determine the Chairman and Chief Executive Officer’s variable compensation: three quantitative ﬁnancial criteria (sales, recurring operating income and net free cash ﬂow) and one non‑ﬁnancial CSR criterion (Carrefour CSR and Food Transition Index). Alexandre Bompard, Chairman and Chief Executive Officer, is not entitled to any termination payment. Non‑compete commitment commitment non‑compete The upon Alexandre Bompard’s appointment as Chief Executive Officer was amended by the Board of Directors on July 26, 2018 to bring it into line with the new AFEP‑MEDEF recommendations, and was approved by the Shareholders’ Meeting of June 14, 2019. entered into The terms and conditions of this commitment are described in Section 3.4.3.1 of this Universal Registration Document. No amount is due or was paid in this respect in 2023. Total compensation compliance with the compensation policy and ﬁxed, variable exceptional The components of compensation and beneﬁts in kind paid or awarded to Alexandre Bompard in his capacity as Chairman and Chief Executive Officer in respect of 2023 comply with the compensation policy decided by the Board of Directors acting on the Compensation Committee’s proposal. total compensation Alexandre Bompard’s the Company’s long‑term strategy and allows the Chairman and Chief Executive Officer’s interests to be aligned with those of the Company and the shareholders. is part of The Company has not diverged from the compensation policy in any respect. Application of the last vote by the Shareholders’ Meeting The Shareholders’ Meeting of May 26, 2023 approved the ﬁxed, variable and exceptional components of total compensation and beneﬁts the year ended December 31, 2022 to Alexandre Bompard, Chairman and Chief Executive Officer. in kind due or paid during (1) The respective performances of these criteria for the 2023 annual variable compensation are presented in Section 3.4.3.3. 258 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com CORPORATE GOVERNANCE Compensation and benefits granted to Company Officers Pay ratios and changes in compensation In accordance with paragraphs 6 and 7 of Article L. 22‑10‑9‑I of the French Commercial Code, the table below presents information for the last ﬁve years on the changes in the compensation of the Chairman and Chief Executive Officer and employees and for the pay ratios based on the average and median compensation of employees. The calculation methods were deﬁned taking into consideration the AFEP‑MEDEF guidelines on compensation multiples. The scope used for this analysis has been widened to include Carrefour Management’s employees working at the Group’s head office in France. Average compensation ratio Median compensation ratio Change in the compensation of the Chairman and Chief Executive Officer Change in the average compensation of employees Net free cash ﬂow (in millions of euros) Carrefour CSR and Food Transition Index 2019 2020 2021 2022 2023 42 72 +5% +12% 324 114% 42 76 +4% +4% 1,056 115% 47 80 +6% -6% 1,228 111% 49 87 7.7% 3% 1,262 109% 51 89 6.6% 1.6% 1,622 110% 3.4.4 BREAKDOWN OF COMPENSATION AND BENEFITS GRANTED TO EXECUTIVE OFFICERS The tables summarising the compensation paid to Executive Officers during the year may be found in Section 3.4.3 of this Universal Registration Document. Compensation allocated in respect of their directorship Table presented in Section 3.4.2 of this Universal Registration Document. Stock options granted during the financial year to each Executive Officer by the issuer or a Group company None. Stock options exercised during the financial year by each Executive Officer None. Performance shares granted to each Executive Officer by the issuer or a Group company Information presented in Section 8.2 of this Universal Registration Document. Performance shares which became available during the financial year for each Executive Officer Information presented in Section 8.2 of this Universal Registration Document. Historical information on stock option plans None. 1 2 3 4 5 6 7 8 9 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 259 3 CORPORATE GOVERNANCE Compensation and benefits granted to Company Officers Multi‑annual variable compensation of each Executive Officer Name and position of the Executive Officer Plan Alexandre Bompard Chairman and Chief Executive Officer Cash compensation plan 2022 N/A 2023 N/A Employment contract Supplementary (1) pension plan Compensation or beneﬁts due or likely to be due upon termination or a change in position (1) Compensation related to (1)(2) a non‑compete clause Yes No Yes No Yes Alexandre Bompard Chairman and Chief Executive Officer X X No X Yes X No (1) (2) These components of compensation are detailed in Sections 3.4.3.1 and 3.4.3.3 of this Universal Registration Document. The Chairman and Chief Executive Officer may, in consideration for his non‑compete commitment, receive a non‑compete payment capped at the equivalent of 12 months’ maximum fixed and variable annual compensation. The non‑compete commitment is described in Section 3.4.3.1 of this Universal Registration Document. 260 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com CORPORATE GOVERNANCE “Comply or Explain” rule of the AFEP‑MEDEF Code 3.5 “Comply or Explain” rule of the AFEP‑MEDEF Code In accordance with the “Comply or Explain” rule of the AFEP‑MEDEF Code, the Company indicates in this section the provisions of the Code that it did not apply in 2023. Recommendations of the AFEP‑MEDEF Code Group practice and explanation Length of directorship is a criterion to be analysed by the Committee and the Board to assess the independence of a Director (Article 9.5.6 of the Code) On the recommendation of the Governance Committee, the Board of Directors closely examined the status of Charles Edelstenne. Charles Edelstenne, whose term was renewed at the Shareholders’ Meeting called to approve the ﬁnancial statements for the year ended December 31, 2022, had, as of July 2020, been a Director for longer than the maximum period of 12 years recommended by the AFEP‑MEDEF Code. Accordingly, the Board of Directors took into account Charles Edelstenne’s reputation, professional experience, the objectivity he has consistently demonstrated during Board meetings, his critical judgement and his ability to make sound decisions in all situations, in particular as regards Executive Management. The Board of Directors also took into account the change to the management team that took place in 2017, which meant that close ties could not be formed with the current team given the duration of his term. Charles Edelstenne’s qualities and in‑depth knowledge of the Group were considered essential given the radical change in the composition of the Board since 2018 and its reduced size, making him a highly valuable contributor to the Board’s strategic decisions. Given this assessment, the Board of Directors considered that the length of directorship criterion deﬁned in the AFEP‑MEDEF Code, among ﬁve other criteria, was not itself sufficient for Charles Edelstenne to automatically lose his independent status, and that there was no other reason to prevent him from continuing in office as an Independent Director. 1 2 3 4 5 6 7 8 9 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 261 3 CORPORATE GOVERNANCE Transactions in the Company’s shares carried out by Company Officers 3.6 Transactions in the Company’s shares carried out by Company Officers In accordance with Article 223‑26 of the AMF’s General Regulations, we hereby inform you that the following transactions were carried out during the 2023 ﬁnancial year by persons referred to in Article L. 621‑18‑2 of the French Monetary and Financial Code (Code monétaire et ﬁnancier): Transaction date First name/last name or corporate name 02/27/2023 Alexandre Bompard Office held at the Company on the transaction date Transaction type Financial instrument Price per share (in euros) Transaction amount (in euros) Director and Chairman and Chief Executive Officer Delivery of the 2020 performance share plan (2020 LTI Plan) Shares N/A N/A 02/27/2023 Matthieu Malige Chief Financial Officer Delivery of the 2020 Shares N/A N/A performance share plan (2020 LTI Plan) 04/27/2023 Matthieu Malige Chief Financial Officer Sale 11/16/2023 Peninsula Europe SA. A legal entity linked to Abilio Dos Santos Diniz, Director Amendment to structured ﬁnancing Shares Shares 19.00 N/A 285,000 N/A 11/22/2023 Alexandre Bompard Chairman and Chief Executive Officer Sale Shares 17.1757 343,514 11/23/2023 Peninsula Europe SA. A legal entity linked to Abilio Dos Santos Diniz, Director Amendment to structured ﬁnancing Shares N/A N/A 262 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com CORPORATE GOVERNANCE Related‑party agreements referred to in Articles L. 225‑38 et seq. of the French Commercial Code 3.7 Related‑party agreements referred to in Articles L. 225‑38 et seq. of the French Commercial Code AUTHORISATION PROCEDURE FOR ARM’S LENGTH AND RELATED‑PARTY AGREEMENTS The Board of Directors adopted an internal procedure for related‑party identifying and obtaining authorisation agreements, and routine them agreements entered into on an arm’s length basis. for distinguishing from for In addition to the regulatory framework governing the various potential types of agreements, the procedure also requires the Company to regularly review the terms of all routine agreements entered into within the Group. The parties directly or indirectly involved in such an agreement may not take part in the review. AGREEMENTS REFERRED TO IN ARTICLES L. 225‑38 ET SEQ. OF THE FRENCH COMMERCIAL CODE No new agreements were authorised by the Board of Directors during the year ended December 31, 2023. In addition, no agreements entered into and authorised in previous years were continued in the year 2023. STATUTORY AUDITORS’ SPECIAL REPORT ON REGULATED AGREEMENTS Shareholders’ Meeting to approve the Financial Statements for the year ending December 31, 2023 This is a free translation into English of the Statutory Auditors’ report on regulated agreements with third parties issued in French and it is provided solely for the convenience of English speaking users. This report should be read in conjunction with, and construed in accordance with, French law and professional auditing standards applicable in France. To the Carrefour Shareholders’ Meeting, In our capacity as Statutory Auditors of your Company, we hereby report to you on the regulated agreements. the course of our audit, as well as the reasons justifying that such agreements are in the Company’s interest, without expressing an opinion on their usefulness and appropriateness or identifying such other agreements, if any. It is your responsibility, pursuant to Article R. 225‑31 of the French Commercial Code (Code de commerce), to assess the interest of the conclusion of these agreements for the purpose of approving them. In addition, it is our responsibility, where appropriate, to provide you with the information stipulated in Article R. 225‑31 of the French Commercial Code (Code de commerce) relating to the implementation during the year of the agreements previously approved at the Shareholders’ Meeting, if any. It is our responsibility to inform you, on the basis of the information provided to us, of the principal terms and conditions and the purpose and beneﬁts to the Company of the agreements brought to our attention or which we may have identiﬁed during We conducted the procedures we deemed necessary in accordance with the professional guidelines of the French National Institute of Statutory Auditors (Compagnie Nationale des Commissaires aux comptes) relating to this engagement. UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 263 1 2 3 4 5 6 7 8 9 3 CORPORATE GOVERNANCE Related‑party agreements referred to in Articles L. 225‑38 et seq. of the French Commercial Code Agreements submitted to the approval of the Shareholders’ Meeting Agreements already approved by the Shareholders' Meeting Agreements authorised and concluded during the year Agreements approved in previous years and having continuing effect during the year We hereby inform you that we have not been advised of any agreement authorised and concluded during the year to be submitted to the approval of the Shareholders’ Meeting pursuant to Article L. 225‑38 of the French Commercial Code. We hereby inform you that we have not been advised of any agreement authorised in previous years by the Shareholders’ Meeting and having continuing effect during the year. Statutory Auditors Courbevoie and Paris‑La Défense, March 27, 2024 MAZARS Jérôme de Pastors Marc Biasibetti DELOITTE & ASSOCIÉS Bertrand Boisselier Olivier Broissand 264 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com 4 RISK MANAGEMENT AND INTERNAL CONTROL 4.1 Risk management 266 4.3 Legal and arbitration proceedings 294 4.3.1 Proceedings in connection with the Group’s recurring operations 4.3.2 Other proceedings 294 294 4.1.1 Risk prevention and management system 4.1.2 Main risks 4.1.3 Insurance 4.2 Internal control system 4.2.1 Definition and objectives of the internal control system 4.2.2 Internal control organisation and parties involved 4.2.3 Monitoring system 4.2.4 Internal accounting and financial control 266 267 283 284 284 285 290 291 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 265 4 RISK MANAGEMENT AND INTERNAL CONTROL Risk management 4.1 Risk management In a constantly changing environment, risk management is essential to ensuring the long‑term viability of the Group’s business operations. A risk is the possibility that an event may occur and impact Carrefour’s strategy, assets and reputation, as well as the environment and stakeholders (e.g., employees, customers, suppliers, the community). The Group Risk department is responsible for overseeing the risk management system. This system is based on the identiﬁcation, assessment, analysis, and treatment of the Group’s risks. It leads to preventive or corrective measures designed to protect the Group’s value and reputation (4.1.1). The Group’s 13 key risks in 2023 are described in this Universal Registration Document in accordance with the requirements of Regulation (EU) No. 2017/1129 of the European Parliament (4.1.2). To ensure that these risks are fully addressed, the Group also implements solutions to transfer risks to the insurance market (4.1.3). 4.1.1 RISK PREVENTION AND MANAGEMENT SYSTEM The main objective of the risk prevention and management system is to protect Carrefour’s assets and reputation by providing Executive Management with a clear view of the main threats and opportunities to assist in making decisions and managing the business. in accordance with Carrefour’s risk prevention and management system has been developed international standards, such as those of the Committee of Sponsoring Organizations (COSO) of the Treadway Commission, the French ﬁnancial markets authority (Autorité des marchés ﬁnanciers – AMF) and the ISO 31000 risk management standard. relevant the Its objective is also to foster a risk management culture and a shared vision of the major risks among all employees. The Executive Management teams of the main operating entities (including countries): ■ ■ ■ ■ perform impacts; regulatory monitoring and recognise potential take measures to prevent risks from occurring and mitigate their impacts; manage incidents and take corrective measures; inform the Group’s Executive Management and Functional departments of any significant events. The Group’s Functional departments are responsible for deﬁning and communicating the risk management rules applicable to their function. They support the business units in implementing these rules to ensure optimum management of the business. Each year, the Group Risk department maps the key risks based on discussions with the management of the main business units to measure the net criticality level and consolidate the associated action plans. It also reviews certain risks and assists the Group’s Functional departments in their risk mapping process. 2019 - 2020 2022 Overhaul of the Group risk management system ■ ■ ■ Risk universe Risk assessment methodology Reporting Creation of the Group Risk Committee, the Group's cross-functional risk governance body ■ ■ ■ All categories of risks All geographies All activities 2021 2023 Implementation of Argos, the Group's internal digital risk management system ■ ■ ■ Automation Scalability Security Roll-out of Carrefour's 2030 emerging risk radar to anticipate the challenges of tomorrow ■ ■ Controlling risks Seizing opportunities 266 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com 4.1.2 MAIN RISKS Methodology In association with the management of the main business units and all Functional departments, the Group Risk department has upgraded the risk database and evaluated 56 risks that could have a material the Group’s operations or performance, including the main ESG issues. The evaluation is performed on Argos, a dedicated digital platform launched in 2021. impact on For each risk, it is necessary to: describe related past or feared events; rank on a scale defined at Group level: ■ ■ ■ ■ probable financial impact (excluding insurance), reputational impact (TV, press, social media coverage, etc.), frequency of occurrence, ability to control the risk and measures taken to detect, prevent and mitigate frequency of occurrence; impact and its identify the action plans that exist or need to be implemented. ■ ■ ■ review of the evaluations by the business units’ After management, the map of the Group’s main risks was presented to the Group Executive Committee, the Audit Committee and the new Group Risk Committee. Created in late 2022, the Group Risk Committee risk governance body. Reporting to the Group General Secretariat, it brings together six members of the Group Executive Committee as well as the Group Functional Directors (Internal Audit and Risk, Legal Affairs, Internal Control, Insurance and Security). internal cross‑functional executive is an This led to the identiﬁcation of 13 key risks that could, at the date of this Universal Registration Document, have a material impact on the Group’s operations, ﬁnancial position, reputation, results or outlook. In accordance with the provisions of Article 16 of RISK MANAGEMENT AND INTERNAL CONTROL Risk management Regulation (EU) 2017/1129 of the European Parliament and of the Council, these 13 key risks are divided into three categories: economic, political and social environment; governance, laws and regulations; operations. ■ ■ ■ As part of the risk mapping process described above, these risks are ranked and presented here in decreasing order of importance within each category (and in no particular order of importance between categories), based on three net scores (i.e., gross score, less the effectiveness of the related control): net financial impact; net reputational impact; net frequency. ■ ■ ■ The net score is calculated on the same basis as in previous years to ensure comparability of results. The impacts of climate change on the Group and its activities are included within different risks in the map, some of which are included in this chapter. They are indicated by the symbol in the table below. ♣ Others impacts such as extreme weather events and the raw materials value chain are not included as they are not part of the Group’s major risks. A number of other risks, which were analysed as part of the Group’s risk mapping process but which do not meet the materiality or speciﬁcity criteria adopted in compliance with Article 16 of Regulation (EU) 2017/1129 of the European Parliament and of the Council, are nevertheless presented as required as part of the Non‑Financial Statement or the management report, and can be found in Chapters 2 (2.1.1.2) and 6 (Note 14.7 to the 2023 consolidated ﬁnancial statements), respectively, of this Universal Registration Document. 1 2 3 4 5 6 7 8 9 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 267 4 RISK MANAGEMENT AND INTERNAL CONTROL Risk management The table and risk map below summarise the 13 key risks identiﬁed and their historical trend since the 2022 risk map. Non‑ﬁnancial risks disclosed in the Non‑Financial Statement (see Chapter 2 of this Universal Registration Document) are identiﬁed in the table below by the “Δ” symbol. Category Risk Change vs. 2022 Financial impact Reputational impact Net probability Economic, political and social environment Governance, laws and regulations Economic, political and social situation in the countries ♣ Competitive pressure Regulations applicable to the retail industry Pressure and instability of tax and social security legislation Personal data protection Appropriateness of the retail model Product availability in store or online ♣ Carrefour’s image Operations Control of movable and immovable assets ♣ Securing the growth of e-commerce Attracting and retaining talent IS underperformance and cyber security Product quality, compliance and safety ä ä ä ä ~ ~ ~ æ ä ~ ~ ~ ~ ««« «« ««« ««« « ««« ««« ««« «« ««« «« «« « ««« « «« «« «« «« « ««« ««« « «« « « « « «« « ««« «« «« «« «« ««« « «« «« «Moderate ««High «««Very High ä Increase ~ Stable æ Decrease ♣ Increased exposure to climate change Non-ﬁnancial performance risk 268 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com RISK MANAGEMENT AND INTERNAL CONTROL Risk management ★★★ T C A P M I T E N ★★ ★ Regulations applicable to the retail industry Economic, political and social situation in the countries ♣ Pressure and instability of tax and social security legislation Personal data protection Carrefour’s image Appropriateness of the retail model Competitive pressure IS underperformance and cyber security Control of movable and immovable assets ♣ Product availability in store or online ♣ Securing the growth of e-commerce ★ Product quality, compliance and safety ★★ NET FREQUENCY Attracting and retaining talent ★★★ Economic, political and social environment Governance, laws and regulations Operations 1 2 3 4 5 6 7 8 9 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 269 4 RISK MANAGEMENT AND INTERNAL CONTROL Risk management Economic, political and social situation in the countries ♣ Safeguarding consumer purchasing power and the Group’s proﬁtability in the face of slowing but still high inﬂation Description of the risk: The economic situation in the Group’s operating countries has a signiﬁcant inﬂuence on its cost base (direct purchasing, indirect purchasing and employee salaries) and household demand (spending levels and consumer habits). A deterioration in the macroeconomic environment (recession, unemployment, inﬂation, currency devaluation, etc.) in which the Group operates could have a negative impact on its operations and results. The slowdown in the global economic environment in 2023 could continue in 2024, according to IMF projections . This is due to a combination of factors, in particular: the war in Ukraine, the energy crisis and widespread hikes in key interest rates to contain inﬂation. (1) Global inﬂation does remain high (6.9% in 2023 vs. 8.7% in 2022) and above the forecasts set by central banks, despite a slowdown from the record levels of 2022. The situation varies however based on geography, particularly in Brazil, which is currently in a deﬂationary trend, and Argentina, which is still facing hyperinﬂation. These issues could continue for years, depending on geopolitical developments, as well as health and climate conditions around the world. The ecological and energy transition towards carbon neutrality could also exacerbate inﬂationary pressure. (1) Inﬂation decreases consumer purchasing power, forcing the retail industry to adapt to the new landscape. In order to safeguard consumers’ purchasing power, one of the Group’s objectives is to optimise its costs and their impact on sales prices. Inﬂationary pressure could also impact Carrefour Financial Services, due to the combined increase in customer insolvency (unpaid bills) and in the cost of ﬁnancing (the increase in key rates not offset by an increase in the usury rate). However, inﬂation can also represent an opportunity for the Group to adapt and provide innovative solutions to gain efficiency and encourage more virtuous behaviour (e.g., switching paper catalogues to digital, developing energy savings plans), with a positive long‑term impact. Expertise in anticipating and controlling inﬂation (e.g., Argentina) can also be a competitive advantage. The political and social climate in the operating countries could also deteriorate, possibly leading to political and social unrest that could affect the business climate. In particular, social tensions could arise as a result of pressure on wages caused by inﬂation and recruitment difficulties in a tense labour market. Potential impacts of the risk on the Group: increased consumer price sensitivity or a shift in purchasing towards entry‑level products or discount models, as a result of reduced purchasing power; a decline in consumption leading to a fall in sales; a deterioration in profitability due to higher purchasing costs and employee salaries; a deterioration in the price image in the event of price actions lagging behind the competition; unfavourable developments in the legislative and regulatory framework, such as price freezes on basic necessities (e.g., Argentina); risk in respect of the translation of financial statements into euros in some countries, mainly related to a decline in value of the functional currency in those countries, in particular Argentina; a deterioration in the social and business climate. ■ ■ ■ ■ ■ ■ ■ Key mitigation measures adopted by the Group: ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ sharing best practices on managing inflation; monitoring the change in costs of direct and indirect purchases; price (re)negotiation with suppliers; pooling purchases, particularly at the European level; seeking alternative sources and opportunity buying; monitoring the pricing policies of the competition; anticipating inflation in the preparation of budgets; savings plans (including energy savings); working on the price‑promotion‑loyalty equation, mainly by optimising the promotional strategy and focusing on Carrefour‑branded and value products; a range of measures to promote purchasing power (e.g., Anti‑inflation Basket – 200 products at an average price of 2 euros in France); stepping up the roll‑out of the Supeco format, mainly in Spain, and continuing to expand the Atacadão cash & carry format in Brazil, with the launch of a pilot scheme in France also scheduled for 2024; adapting the conditions for granting consumer credit; monitoring the changing economic climate and future outlook in the operating countries, especially through performance reviews aimed at defining and updating strategic plans; a global monitoring system and risk mapping for the most vulnerable countries, taking into account a large number of indicators, with regular updates and a forward‑looking tracking method. These tools support decision‑making in the context of the Group’s international growth. (1) IMF, World Economic Outlook, October 2023. 270 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com RISK MANAGEMENT AND INTERNAL CONTROL Risk management Competitive pressure Providing quality food that is accessible to all as a way to differentiate Description of the risk: Retailers are subject to intense competitive pressure. The sector is highly exposed to changing consumer behaviour in a climate of technological disruption and high inﬂation that is increasing pressure on purchasing power worldwide. It has reached saturation point in Europe, particularly in France, leading to severe pressure on margins. Intense competitive pressure in the retail industry is reﬂected in: ■ ■ ■ a historically very price‑competitive market; traditional retailers from the physical retail world (including specialists in fresh or organic products) are broadening their footprint in e‑commerce (via Drive, home delivery and click & collect solutions), with some players like Carrefour developing an omni‑channel strategy in order to differentiate themselves; digital‑only banners competing with historical operators by offering an innovative range of products and services and increasingly establishing a physical presence, particularly through partnerships or acquisitions. Franchising is a key area of development for the Group. The challenge is to build a franchise model that ensures created value is shared equally between the players. The banners may also ﬁnd themselves in competition to recruit the best franchisee candidates. In response to this competitive pressure, Carrefour has built a solution based on a commitment to provide high quality products and food which are accessible to all across all distribution channels. Potential impacts of the risk on the Group: a deterioration in the price image in the face of aggressive competition; a decline in the proportion of customer spending captured by the Group’s stores (i.e., the banner’s market share of total customer spending); a deterioration in Carrefour’s image in terms of the adequacy of its product and service offer; a decline in the attractiveness of the Carrefour banner for existing or potential franchisees; a fall in market share; a fall in sales. ■ ■ ■ ■ ■ ■ Key mitigation measures adopted by the Group: ® setting objectives focused on customer satisfaction, particularly through the Net Promoter Score , and working on operational excellence; continuously adjusting the price‑promotion‑loyalty equation, with price investments, especially Carrefour‑branded products, and more effective promotions, driven by better cost control; stepping up the roll‑out of the Supeco concept, mainly in Spain; opening the first Atacadão pilot in France, scheduled for 2024; consolidating the Group’s market share in key countries: acquiring the Cora and Match banners in France, 47 SuperCor supermarkets and convenience stores in Spain and Cora operations in Romania; in France, launching Potager City, a local fresh produce convenience store banner; deploying the Maxi method in hypermarkets and supermarkets, which refocuses shops on the key needs of their customers according to each catchment area, with an adapted and simplified food offering and a more comprehensible, cross‑cutting non‑food offering; enhancing the value lines, mainly through SIMPL and the “In & Out” bargain basement concept; freezing prices of basic products in some countries; sustaining the commitment to the food transition through the global Act for Food programme; continuing to accelerate the development of e‑commerce and omni‑channel retailing; improving recruitment processes (e.g., digitalisation, financial guarantees) and supporting franchisees. ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ 1 2 3 4 5 6 7 8 9 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 271 4 RISK MANAGEMENT AND INTERNAL CONTROL Risk management Regulations applicable to the retail industry Adapting to stricter local regulations Description of the risk: The Group’s business operations are guided by a legislative and regulatory framework that aims to reconcile freedom of trade with the objectives of protecting the free play of competition (competition law and restrictive practices law) and protecting consumers (consumer law). The framework is extremely restrictive in European countries where the Group operates (France, Belgium, Spain, Italy, Poland and Romania). It also applies to pooled bargaining structures. Such commercial practices are increasingly regulated, in particular by the European directive on unfair trading practices (2019) in business‑to‑business relationships in the agri‑food sector. The transposition and implementation of the directive required the existing regulatory framework in each country to be adapted (e.g., in Romania). This relates in particular to the “EGalim” (2018) and “EGalim 2” (2021) laws in France, which aim to promote balanced trade relations with the agricultural sector and healthy and sustainable food. Reinforcing the initial “EGalim” law, “EGalim 2” mainly focuses on taking better account of farmers’ production costs. Coming into force in April 2023, the “EGalim 3” law extends the scope of restrictions deﬁned by “EGalim 2” and reinforces some of its mechanisms. The risk of non‑compliance with the legislative and regulatory framework could occur as a result of: anti‑competitive practices, such as cartels with competitors or with suppliers, which would distort the free play of competition; restrictive competitive practices, such as financial negotiations with suppliers with either no or disproportionate consideration (creating a significant imbalance in the rights or obligations of the parties) and the sudden termination of business relations; unfair or misleading commercial practices, such as false or misleading advertising. ■ ■ ■ Potential impacts of the risk on the Group: financial sanctions for anti‑competitive practices; financial sanctions for restrictive competitive practices; criminal and financial sanctions for unfair or misleading commercial practices; a reduction in the negotiation margin with suppliers; harm to the Group’s image. ■ ■ ■ ■ ■ Key mitigation measures adopted by the Group: ■ ■ ■ ■ a framework of strict procedures and rules governing each practice (purchases, rebates, managing promotions, pricing, etc.); regular employee training and awareness‑raising sessions on the regulations applicable to the retail industry (with the scope of these sessions being continuously expanded); legal intelligence and monitoring of obligations; taking regulatory change into consideration in business operations, in particular in managing the price‑promotion‑loyalty equation (e.g., price reduction policy and promoting the loyalty programme). 272 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com RISK MANAGEMENT AND INTERNAL CONTROL Risk management Pressure and instability of tax and social security legislation Maintaining economic balance in an unstable economic and social climate Description of the risk: Due to the nature of its operations, the Group pays large amounts of tax and social security contributions in the countries where it operates. It is subject to a large number of different taxes and other levies, in particular: ■ ■ in France, with almost 80 different levies, heavily weighted to production taxes and social security contributions; in Brazil, with complex tax rules including a state tax on goods and services (ICMS) and federal contributions to the social integration programme and to the financing of the social security system (PIS‑COFINS). Nevertheless, the Brazilian Congress approved a tax reform on December 15, 2023 aimed at simplifying its consumption tax system by creating two value added taxes (VAT), a federal contribution (CBS) and a local contribution (IBS), replacing the five previous taxes (IPI, ISS, ICMS, PIS, COFINS). This reform will apply from 2026, with a transition period running until 2033. The instability of tax and social security legislation in some countries creates risks and uncertainties in the Group’s operations in those locations. The Group could experience difficulties in managing and anticipating changes in the applicable tax and social security legislation. In practice, the worsening economic situation could prompt governments to seek new tax and social security revenues to cover public deﬁcits. More speciﬁcally, risks related to tax regulations could occur in particular as a result of: an increase in tax pressure on businesses as a result of the slowdown in economic activity; increased reporting obligations (e.g., e‑invoicing and e‑reporting in France from July 2024); complexity of and changes in tax systems, particularly in Brazil. ■ ■ ■ Increased pressure from social security regulations on Carrefour could result in an increase in: the minimum wage; social security contributions. ■ ■ Potential impacts of the risk on the Group: Poor anticipation or assessment of changes in the tax and social security environment could have an adverse impact on the Group’s ﬁnancial performance and operations. It could also jeopardise business continuity in some regions. The main impacts of the occurrence of this risk would be: a deterioration in attractiveness and competitiveness, mainly due to price image if the cost increase is passed on in selling prices; a deterioration in profitability due to the increase in tax and social security costs, if not sufficiently passed on in selling prices; harm to the Group’s image; business continuity potentially in jeopardy in some countries; sanctions for poor application or interpretation of the applicable legislation. ■ ■ ■ ■ ■ Key mitigation measures adopted by the Group: To mitigate this risk, regulatory change is monitored and taken into account by the relevant Functional departments, including: the Finance department, and in particular the Tax department, as regards changes in tax legislation; the Legal and Human Resources departments, as regards changes in social security legislation. ■ ■ The following measures have also been implemented: ■ ■ ■ ■ ■ ■ ongoing monitoring and mapping of tax and social security changes in each country, in particular regarding the tax reform currently under discussion in the Brazilian Congress; employee training in the various reforms, with the appointment of dedicated experts where necessary; a plan for the digitalisation of tools and centralisation of data (e.g., processes, databases); defence of the Group’s interests with the competent authorities (e.g., Government, Chamber of Commerce); tax and social risk analysis to make sure that adequate provisions are taken; operating discipline to control the cost structure and limit the amount of new tax and social security costs passed on in selling prices. 1 2 3 4 5 6 7 8 9 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 273 4 RISK MANAGEMENT AND INTERNAL CONTROL Risk management Personal data protection Δ Maintaining and strengthening the control system Description of the risk: Personal data protection is governed by legislation such as the General Data Protection Regulation (GDPR), which came into effect in the European Union on May 25, 2018, in addition to national legislation such as the General Data Protection law, which came into effect in Brazil on September 18, 2020. These regulations set out a legal framework for personal data protection, strengthening citizens’ rights and imposing new obligations and ﬁnancial penalties on companies. The Group has adapted its organisation and processes, in particular by creating a Legal department dedicated to the protection of personal data (headed by a Data Protection Officer – DPO) at head office and within operations. Given the large amount of customer, employee and supplier data collected and managed by the Group, constantly evolving applicable regulations, the increasing number and complexity of solutions and information systems and the Group’s commitment to digital technology, strict compliance with the applicable regulations may not always be possible. Potential cases of non‑compliance are as follows: misuse of personal data in relation to the purposes outlined to data subjects at the time of collection (i.e., unlawful use); the use of solutions and partners that do not offer the necessary guarantees on the protection of personal data; a defect in the design of projects involving the processing of personal data (privacy by design) or making appropriate recommendations; inability or difficulties for data subjects to exercise their rights over their personal data (e.g., right to be forgotten, right of access and right to data portability); failure to provide data subjects with clear, concise information, particularly about data retention periods, profiling, their rights and available remedies; failure to protect personal data or to notify any breach of personal data to the control authorities and the relevant data subjects. ■ ■ ■ ■ ■ ■ Potential impacts of the risk on the Group: The risk could have three kinds of consequences: ■ ■ ■ financial: financial penalties (up to 4% of Group sales), investments imposed by the authorities to remedy any cases of non‑compliance, or the Group being found financially liable in legal proceedings instigated by its partners or the individuals concerned; reputation: disengagement of customers, employees or partners should they consider that the Group is not complying with regulations and that this has been detrimental to them; operational: the inability to provide products and services in the event of a breach in the availability of personal data (e.g., accidental deletion, external attack). Key mitigation measures adopted by the Group: The Group has taken the following actions to mitigate this risk: follow‑up and reinforcement of a Group compliance system with support from the relevant departments in each country; the coordination of this system by the Group Data Protection Officer (DPO) and their teams; training and awareness‑raising of employees in personal data protection (and development of e‑learning to ensure training continuity, with the scope of such training being continuously expanded); drafting and sharing of a Group Privacy Policy; the application of second and third level controls. ■ ■ ■ ■ ■ 274 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com RISK MANAGEMENT AND INTERNAL CONTROL Risk management Appropriateness of the retail model Meeting the expectations of Carrefour customers and anticipating changes in consumption patterns Description of the risk: The macroeconomic environment is impacting customers’ purchasing power and competition, accentuating the challenges faced by the Group in deﬁning and adapting its business model. and its offer could be inadequate in the following areas: ■ ■ ■ the price‑promotion‑loyalty equation: price levels, promotions and the generosity of the loyalty programme to recruit and build customers’ loyalty while preserving their purchasing power, in particular through the development of Carrefour‑branded products – the main lever for the price image; the extent to which the commercial offer (products and services offered) meets customers’ expectations, with CSR as a differentiating factor in a very competitive environment; the balance between the different distribution channels, both digital and physical (hypermarkets, supermarkets, convenience stores and cash & carry), with regard to the consumption habits of the different countries. Potential impacts of the risk on the Group: difficulties in winning customers or retaining their loyalty; a deterioration in the price image; a decline in footfall in the Group’s stores; a decline in the proportion of customer spending captured by the Group’s stores (i.e., the banner’s market share of total customer spending); a loss of market share; a deterioration in profitability. ■ ■ ■ ■ ■ ■ Key mitigation measures adopted by the Group: ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ tracking and analysing market share by format, price indexes, competition and changes in consumer preferences; adapting the offering to the catchment area in a more targeted way; deploying the Maxi method in hypermarkets and supermarkets, which refocuses shops on the key needs of their customers according to each catchment area, with an adapted and simplified food offering, and a more comprehensible non‑food offering of selectively promoted items; stepping up the roll‑out of the Supeco format mainly in Spain and continuing to develop the Atacadão cash & carry format in Brazil through the conversion of former Grupo BIG stores and in France with the first Atacadão pilot store due to open in 2024; accelerating measures to reduce plastic packaging and combat food waste; monitoring external growth opportunities to improve the format mix and gain market share; expanding the convenience format through franchising in countries where there is demand; continued cost cutting to provide the headroom to invest in the marketing drive; introducing anti‑inflation measures (e.g., the anti‑inflation basket launched by Carrefour France, with 200 products sold at an average price of 2 euros); optimising the promotional strategy for Carrefour‑branded products in conjunction with national brands; Carrefour launching an international coalition in September 2023 with seven industrial partners to accelerate sales of plant‑based meat alternatives. 1 2 3 4 5 6 7 8 9 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 275 4 RISK MANAGEMENT AND INTERNAL CONTROL Risk management Product availability in store or online ♣ Ensuring product availability across all distribution channels despite disruptions in the supply chain Description of the risk: Carrefour may be faced with unavailability or shortages of food or non‑food products, in its shops or on its e‑commerce sites, which can be a major irritant for customers. Unavailability or shortages are caused by disruptions in the supply chain, of varying duration, occurring at different stages and originating from different sources. 2023 was marked by persistent inﬂation, the war in Ukraine and climatic events. Such events created tension in supply chains, including: global short‑term food shortages (e.g., wheat, sunflower oil), with a direct impact on store shelves; a deterioration in service rates due to driver shortages (especially in Europe); tensions – aggravated by inflation – in commercial relations with suppliers and logistics providers; occasional shortages due to precautionary stockpiling by customers. ■ ■ ■ ■ The challenge for the Group is to minimise the impact of the disruptions on product availability across all its distribution channels, both physical and digital, through the following actions: anticipating fluctuations in supply in terms of price and available volumes; anticipating fluctuations in consumer demand (precautionary buying); continuously adapting the entire supply chain to maximise service rates (in warehouses and in stores). ■ ■ ■ On a more structural level, Carrefour’s aim is to ensure the operational efficiency of all its supply chain management processes, from sales forecasting to the placement of products on shop shelves. Potential impacts of the risk on the Group: harm to Carrefour’s image; a decline in customer satisfaction; a drop in the number of visits to Carrefour stores and e‑commerce sites; a fall in market share; a fall in sales. ■ ■ ■ ■ ■ Key mitigation measures adopted by the Group: continuous monitoring of service rates and on‑shelf availability rates; performance monitoring of logistics providers; supply chain optimisation (costs and productivity); automation through digitalisation of forecasting and ordering processes; active communication with suppliers to anticipate shortages; seeking alternative ingredients, products and suppliers; opportunity purchases and buffer stocks (especially for certain sensitive products); preparing and implementing business continuity plans in the event of partial or total failure of one or more warehouses; setting up sourcing crisis units. ■ ■ ■ ■ ■ ■ ■ ■ ■ 276 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com RISK MANAGEMENT AND INTERNAL CONTROL Risk management Carrefour’s image Preserving and nurturing the Carrefour group’s image around the globe Description of the risk: Just as with ﬁnancial and human capital, the Group’s image and reputation are a strategic asset for the Group. Its image is formed by all of Carrefour’s actions as a player in society, as a retailer and as an employer, at a time of severe pressure on purchasing power and increasing demands from stakeholders, particularly in terms of environmental, social and governance responsibility, which is supported by a range of European regulations such as the Corporate Sustainability Reporting Directive (CSRD, already in force) and Corporate Sustainability Due Diligence Directive (CS3D, yet to come into force). The challenge for the Group is to manage its image in a harmonised way across all its distribution channels (physical and digital) and modes of communication (social networks, customer services, traditional media, etc.). In this context, the growth of social networks, in terms of resonance and inﬂuence, is an essential parameter to take into account. Beyond the risk, optimal management of social networks represents an opportunity for Carrefour to effectively manage its reputation. Failure in the management of the Group’s image could occur in the following ways: an inadequately defined or executed communications strategy that fails to differentiate the company from the competition; or which is not aligned between the different media or sales channels (e.g., integrated and franchised stores, websites); a late or inappropriate response to a crisis relayed by social media and traditional media (e.g., disinformation campaign, food scandal, accident in a store, etc.); a lack of alignment among responses to consumers across different customer service channels (e.g., email, web, phone, etc.). ■ ■ ■ ■ Potential impacts of the risk on the Group: a deterioration in the business climate for the Group (e.g., difficulties in forging new strategic partnerships or negotiating with suppliers); a drop in the number of visits to Carrefour stores and websites; a deterioration in market share against certain competitors; difficulty in attracting or retaining employees. ■ ■ ■ ■ Key mitigation measures adopted by the Group: a crisis management policy at the Group, country and business unit levels; media monitoring (including social networks); setting up a governance structure dedicated to ensuring compliance with European environmental, social and governance regulations; creation of dedicated teams in certain countries (e.g., press relations); better management of communication, particularly via social networks; continuous improvement of customer service; continuous reinforcement of quality processes and safety of people and property; the conclusion of a premium partnership agreement as part of the Paris 2024 Olympic and Paralympic Games; developing measures to promote diversity and inclusion in the Group; training and support for store employees (including franchisees) and third parties (e.g., suppliers, security providers). ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ 1 2 3 4 5 6 7 8 9 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 277 4 RISK MANAGEMENT AND INTERNAL CONTROL Risk management Control of movable and immovable assets ♣ Securing and modernising the Group’s real‑estate assets and equipment to optimise the customer experience and energy performance Description of the risk: Quality of the Group’s assets is a major issue in terms of competitiveness and ﬁnancial and operating performance. Their management consists of making sure they can continue to operate (by conducting structural, performance and equipment audits, for example), monitoring compliance with all applicable regulations such as ﬁre standards and European F‑Gas regulations, while also ensuring the quality of the customer experience. Another fundamental challenge is enhancing the value of assets while remaining committed to environmental protection (e.g., reducing energy consumption, preserving resources and biodiversity, making assets resilient to climatic events) and customer expectations. In addition, due to the large number of stores that operate in rented premises with third‑party lessors, and the Group’s activity as a lessor of shopping centre premises, its inability to negotiate or renew commercial leases on favourable terms could affect its ﬁnancial performance and the long‑term viability of certain stores. The same would apply in the event of poor management of relationships with lessors and tenants of sites owned or operated by the Group. Potential impacts of the risk on the Group: Deterioration of the Group’s movable and immovable assets could lead to: devaluation of its assets; a decline in customer footfall in its stores due to a deterioration in the customer experience; breakdowns or interruptions disrupting business continuity; the gradual obsolescence of equipment, impacting their performance (e.g., cooling systems); closure of a site by the authorities due to non‑compliance; a threat to the safety of people and property; contamination of the ground with hydrocarbons due to failure to maintain the service stations. ■ ■ ■ ■ ■ ■ ■ Key mitigation measures adopted by the Group: The Group has taken the following measures to manage movable (cooling systems) and immovable assets (shopping centres, stores, warehouses and service stations): ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ a dedicated Property, Technical and Expansion department, made up of business specialists and supported by approved service providers; legal and technical monitoring to ensure that assets comply with the latest applicable regulatory and safety standards; monitoring of the criticality and degradation of its real estate assets by the asset managers, building managers, technical departments and third‑party owners, who define and plan the necessary actions through multi‑year investment programmes; the launch of the “Climate Assets” project, which involves measuring the exposure of sites to natural and climatic risks in order to share best practices and implement appropriate safety measures; regular preventive audits of sensitive facilities and installations (e.g., fire protection equipment); a frequently reviewed crisis management procedure in the event of an incident; a business continuity plan (list and analysis of critical functions and resources, arrangements for resuming business as usual after the crisis); conducting technical audits of service stations; monitoring energy infrastructures and focusing on more energy‑efficient solutions; the deployment of automated building management systems (Building Management Systems/Centralised Technical Management) to optimise energy performance. The measures taken by the Group to mitigate the risk related to its activity as lessor of shopping centre premises include: a rental and asset management team, providing ongoing support to lessors and tenants; a property management team, tasked with optimising asset operating costs; a Legal Property department, responsible for analysing and drafting deeds (e.g., leases, amendments, protocols), joint ownership regulations and regulatory and legal monitoring; adopting measures and tools to support tenants; monthly decision‑making committees, enabling precise monitoring of property assets and contractual deadlines. ■ ■ ■ ■ ■ 278 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com RISK MANAGEMENT AND INTERNAL CONTROL Risk management Securing the growth of e‑commerce Developing a benchmark‑level omni‑channel universe by bringing stores and e‑commerce closer together Description of the risk: The growth in e‑commerce (particularly in food) has pushed players from the physical retail sector, such as Carrefour, to accelerate the development of their digital offering (home delivery, Drive, click & collect). Against this backdrop, the Group has put the development of e‑commerce and omni‑channel retailing at the heart of its digital strategy, with a target for 10 billion euros in e‑commerce GMV in 2026. Long‑standing traditional retailers are competing with digital‑only banners who offer an innovative product and service range and who could establish a physical presence, particularly through partnerships or acquisitions. To achieve its objectives, the Group must continue to adjust its supply chain and its store and warehouse operations, in order to guarantee a high quality of service and the best possible customer experience for all online shoppers. In addition, the Group must constantly adapt to changes in market demand (e.g., a peak in activity during the Covid‑19 pandemic) and customer expectations by optimising its business model and production facilities. Customers could ﬁnd that the range of products and their availability online is not as good as in stores, and that prices are too high. They could also decide that the quality of digital services is not good enough, for example a poor order conformity rate, too limited a choice of delivery or pick‑up times, or inadequate customer service. Potential impacts of the risk on the Group: mismatch between demand and online order picking and preparation and delivery capacities (e.g., saturation of Drives); harm to Carrefour’s image; a decline in customer satisfaction; a loss of market share and capture of growth in e‑commerce sales; a deterioration in profitability of online operations; a correlated decline in physical sales to omni‑channel customers. ■ ■ ■ ■ ■ ■ Key mitigation measures adopted by the Group: monitoring and analysis of customer satisfaction with the e‑commerce offer; digital upskilling of employees (e.g., the Digital Retail Academy in France to manage digital change and develop digital talent); adapting the e‑commerce product and service offer to market developments (e.g., competitors, customers); reinforcing partnerships with food e‑commerce operators (e.g., Uber Eats, Glovo, Rappi, Takeaway.com); integrating OpenAI technologies on the Carrefour website with the launch of a shopping experience that uses generative AI; monitoring the order conformity rate by country; implementing specialised logistics tools to improve the conformity rate; improving picking model processes (hybrid, in‑store picking and in‑warehouse picking) to improve the quality of service (conformity rate and compliance with delivery or pick‑up times); improving the productivity of picking models to boost their profitability; rolling out the hybrid model to increase picking capacity with a high order conformity rate; developing the non‑food e‑commerce offering (e.g., the Carrefour Marketplace on Rakuten); sharing best practices between countries to improve the customer experience and pathway. ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ 1 2 3 4 5 6 7 8 9 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 279 4 RISK MANAGEMENT AND INTERNAL CONTROL Risk management Attracting and retaining talent Δ Attracting and retaining talent to offer customers the best quality of service in a tight labour market Description of the risk: With more than 335,000 employees working under Carrefour banners, the Group was one of the world’s top 50 private employers in 2023. In a tight labour market (in which the unemployment rate is at its lowest level since 2005: 4.9% in the OECD at mid‑2023 ) – where the sector’s image plays a key role – attracting and retaining the best candidates is essential to achieving the Group’s strategic objectives. The quality of the services offered to customers depends on the competence, commitment and motivation of the employees. (1) The Group is pursuing its digital transformation, which is at the heart of its Carrefour 2026 strategy, with signiﬁcant investment in digital innovation. Attracting digital‑savvy talent – who are in particularly high demand in the market – is a real challenge. Tensions in recruitment are also being noticed in some of the Group’s key operational functions. The talent attraction and retention policy must balance multiple components that form a complex equation: an attractive social model, an engaging corporate culture, competitive compensation, skills development, as much ﬂexibility in work organisation as is possible and work‑life balance. Potential impacts of the risk on the Group: deterioration of employer image; a delay in achieving the Group’s strategic objectives (particularly in terms of digital transformation); a lack of operational efficiency and competitiveness; employee disengagement; a talent drain; a loss of experience in and know‑how of key processes; salary inflation in order to be able to recruit certain rare skills. ■ ■ ■ ■ ■ ■ ■ Key mitigation measures adopted by the Group: ■ ■ ■ ■ ■ ■ ■ ■ developing the employer brand (e.g., communication campaigns, presence in target schools and at professional events, graduate programmes for promising recent graduates, Institut du Management Marcel Fournier leadership programme); a talent retention and employee engagement programme (e.g., developing dynamic career plans, skills development policy, engagement survey, strengthening the corporate culture); a remote working scheme at all head offices; digital recruitment tools (e.g., launch of the new recruitment site in France) that improve the process for candidates and reach more candidates; defining succession plans to better anticipate departures/mobility; strengthening training programmes for shop employees and central functions, in particular on digital acclimatisation (e.g., e‑learning modules, schools/internal workshops offered by specialists in the relevant fields); setting up an employee share ownership programme; actions related to the Paris 2024 partnership for the benefit of employees (e.g., organisation of a sports tournament, social benefits promoting access to sports facilities, raising awareness about physical activity). (1) OECD - October 12, 2023. 280 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com RISK MANAGEMENT AND INTERNAL CONTROL Risk management Information systems (IS) underperformance and cyber security Ensuring information systems integrity and performance Description of the risk: The Group’s broad range of business operations (physical and digital retailing, real estate and ﬁnancial services, retail media etc.) and processes rely largely on the reliability and effectiveness of many information systems, developed or administered by internal or external resources. Accordingly, Carrefour strives to continuously improve its IT tools to enhance its performance, in particular to develop a benchmark‑level omni‑channel universe through investment in innovative solutions. Carrefour’s competitiveness depends on its ability to respond to ever‑changing consumer habits and expectations, particularly in relation to digital services. As a ﬁrst step, Carrefour needs to take regular stock of its tools and applications to prevent any obsolescence or underperformance. The achievement of the Group’s strategic objectives, many of which are linked to digital technology, depends on the level of performance of various information systems (e.g., procurement, HR, e‑commerce). The Group must therefore identify the right partners, the right solutions and combine the right investments to address these issues, which are at the heart of the Company’s development. The Company’s growing dependence on digital tools also places increasing demands on the management of the threat of cybercrime. A partial or total shutdown of these tools could disrupt Group business operations, particularly in terms of supply, cash collection, e‑commerce, ﬁnancial oversight and ﬁnancial statement preparation. Such a shutdown could be caused by various acts of cybercrime (such as ransomware). The obsolescence of tools or the complexity of interconnected systems (including with suppliers or partners) could amplify the impact of these acts. Furthermore, information systems could be diverted from their normal use by malicious actors (e.g., use of Carrefour infrastructures to host malicious sites). Lastly, information systems process and store sensitive data (such as personal data). These data could be stolen during a cyber attack and then possibly disclosed by the attackers. Potential impacts of the risk on the Group: a competitive disadvantage that could lead to a fall in market share; partial or total business disruption (stores, warehouses, websites and applications), particularly during periods of peak activity; malfunctions in specific areas of its operations (e.g., order tracking, invoicing, cash collection); loss or leaks of sensitive data (about the Company, its customers, employees or partners); loss or deterioration of employee access to the IT tools required for them to do their jobs; financial losses for the Group, its partners or customers; sanctions imposed by regulatory authorities. ■ ■ ■ ■ ■ ■ ■ Key mitigation measures adopted by the Group: investment in digitalisation and innovation; digital upskilling of employees (e.g., the Digital Retail Academy to manage digital change and develop digital talent, training around 100,000 people each year); monitoring of the performance of critical information systems (e.g., e‑commerce sites, logistics systems); an obsolescence and renewal management plan (IT roadmap); migration of information systems to the Cloud to improve security, accessibility and scalability; management of the system by the Group Information Security Committee, supported by a local country network; a global Vulnerability Operation Centre (VOC) to standardise cyber security incident management; a software vulnerability identification and mitigation programme; a programme to strengthen critical IT infrastructure; a global Security Operation Centre (SOC) to detect security incidents and a programme to standardise cyber security incident management; establishing business continuity and resumption plans in the event of an incident; automatic encryption of sensitive data using the DataSecure programme; protecting access to information systems via a second authentication factor; employee awareness‑raising and training. ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ 1 2 3 4 5 6 7 8 9 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 281 4 RISK MANAGEMENT AND INTERNAL CONTROL Risk management Product quality, compliance and safety Δ Ensuring the quality of all products from manufacture to sale Description of the risk: Guaranteeing the quality and safety of Carrefour‑branded products and complying with health standards across the entire supply chain and in stores are major issues. These issues are strengthened by the Act for Food programme (launched in September 2018), and are in line with Carrefour’s raison d’être and ambition to be the leader in the food transition for all. The accelerated growth in the contribution from Carrefour‑branded products (40% of food sales by 2026) means that quality requirements are even more pressing. Non‑compliance with speciﬁcations, purchasing rules, a labelling problem or failure in logistics tracking (e.g., cold chain compliance) could lead to Carrefour selling non‑compliant products. This risk could occur due to: a problem in defining the specifications for Carrefour‑branded products (in particular with regard to compliance with Carrefour’s commitments to the food transition for all); a defect in the manufacture of Carrefour‑branded products; a failure to comply with safety requirements for imported products (excluding Carrefour‑branded products); a breach of quality and health standards in the stores or warehouses (Carrefour‑branded products or national brands); significant shortcomings in product controls and traceability (Carrefour‑branded products or national brands); failings in the withdrawal and recall procedure for non‑compliant products (Carrefour‑branded products or national brands). ■ ■ ■ ■ ■ ■ Potential impacts of the risk on the Group: a partial or total site closure due to non‑compliance with health standards in stores or warehouses; financial and even criminal sanctions, especially in the case of incidents involving Carrefour‑branded products; financial losses linked to withdrawal and recall procedures for Carrefour‑branded products; harm to Carrefour’s image; a decline in customer satisfaction; a fall in market share; a fall in sales, particularly in Carrefour‑branded products. ■ ■ ■ ■ ■ ■ ■ Key mitigation measures adopted by the Group: The Group Quality department has developed a number of standards and tools, including Quality Charters, which are deployed in all countries where the Group operates. The country‑level Quality departments are also part of the Quality network, with regular meetings and discussions aimed at sharing best practices and ensuring a consistent approach at Group level. More speciﬁcally, the mitigation measures taken focus on the following issues: implementing and strengthening purchasing rules at Group level, with commitments supporting the food transition and product quality; developing the quality culture in the Group through employee training and awareness‑raising, especially concerning product withdrawal and recall procedures; regular monitoring of indicators, site audits and laboratory analyses of products; digitalising procedures and withdrawal and recall tools (e.g., Alertnet) for non‑compliant products to warn store managers of non‑compliant products and block those products at checkout; ongoing improvement to communication flows about product withdrawal and recall procedures; defining and implementing a crisis management policy. ■ ■ ■ ■ ■ ■ 282 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com RISK MANAGEMENT AND INTERNAL CONTROL Risk management 4.1.3 INSURANCE The Group has a comprehensive insurance policy which provides protection for assets and people, while also protecting against all liabilities incurred by the Group in the course of its business. 4.1.3.2 Information concerning the main insurance programmes 4.1.3.1 Group insurance policy The Group’s insurance strategy is primarily based on identifying insurable risks through a regular review of existing and emerging risks, in close cooperation with operational managers, the various Carrefour group departments involved, and external consultants. Worldwide programmes In order to cover the main risks identiﬁed, Carrefour has set up group insurance programmes worldwide (notably for property damage and business interruption, civil liability, civil liability coverage for Executive Officers, cyber risks, etc.) with renowned international insurers, guaranteeing a uniform level of cover for all its risks within the consolidated scope. Acquisitions during the year Automatic consolidation mechanisms and procedures are put in place to consolidate acquisitions into Group programmes as soon as risks are transferred. Where applicable, Group policies are complementary non‑policy coverage. to Prevention policy The following is provided for information purposes only in order to illustrate the scope of action in 2023. This information should not be regarded as unchanging, since the insurance market is constantly evolving. The Group’s insurance strategy therefore depends on and adapts to insurance market conditions. Property damage and business interruption coverage This insurance protects the Group’s assets through an “all risks, with exceptions” policy, on the basis of guarantees available on the insurance market to cover the traditional risks for this type of coverage, which include ﬁre, lightning, theft, natural disaster and the resulting operating losses. The limits and exclusions of this property damage and business interruption policy are consistent with market practices. Deductibles are established as appropriate for the various store formats. Civil liability coverage This programme is intended to cover the Group against the ﬁnancial consequences of its civil liability in the event that the Company may be held liable for resulting damage and/or bodily harm caused to third parties. 1 2 3 4 The Group’s insurance policy requires that risk prevention measures be monitored by the Group Security department in coordination with local Group liaisons in each country, as well as with the Group’s insurers. Limits and exclusions in force for this policy comply with market practices. Deductibles vary from country to country. 5 The civil liability policy also covers risks related to environmental damage. Transfer of insurable risk and self‑insurance of some risks In order to optimise insurance costs and better manage risk, and in line with its insurance policy, the Group transfers identiﬁed insurable risks to the insurance market and has a policy of maintaining certain high‑frequency risks within property damage and business interruption, civil liability and goods transportation through its internal re‑insurance company. The results of this internal company are consolidated in the Group’s ﬁnancial statements. The level of risk accepted by the internal re‑insurance company is controlled and based on the limits of the coverage granted per insurance year. Mandatory insurance The Group takes out different accordance with local law, including: insurance programmes in auto insurance; construction liability, etc.); insurance (building defects, ten‑year builder professional liability insurance related to its activities: ■ ■ ■ banking, insurance, travel. ■ ■ ■ 6 7 8 9 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 283 4 RISK MANAGEMENT AND INTERNAL CONTROL Internal control system 4.2 Internal control system 4.2.1 DEFINITION AND OBJECTIVES OF THE INTERNAL CONTROL SYSTEM 4.2.1.1 Introduction and applicable reference framework The Carrefour group’s internal control system is based on the risk management and internal control system reference framework published by the French ﬁnancial markets authority (Autorité des marchés ﬁnanciers – AMF) in 2007 and updated on July 22, 2010. The AMF’s reference framework covers the implementation of risk internal control systems, comprehensively management and addressing procedures relating to the oversight and preparation of accounting and ﬁnancial information from an internal control perspective, as well as risk management and internal control practices. It is consistent with the COSO (Committee of Sponsoring Organizations of the Treadway Commission) internal control framework. The Group’s compliance and alignment with these standards and directives strengthen its internal control system, while ensuring that the risks associated with its activities are prudently and diligently managed. These established practices illustrate the Group’s commitment to robust and transparent corporate governance, international standards and practices in risk management and internal control. line with the best in The Group’s banking and insurance businesses in France have their own system which complies with the decree of November 3, 2014 on internal control in companies in the banking, payment services and investment services sector, and with Directive 2009/138/EC (the “Solvency II Directive”) on risk governance and management in insurance companies. These businesses are supervised by the French prudential supervision and resolution authority (Autorité de contrôle prudentiel et de résolution – ACPR). 4.2.1.2 Objectives of the internal control system The internal control system comprises a set of permanent resources, standards of conduct, procedures and actions adapted to the individual characteristics of the Company and its subsidiaries, which: ■ ■ contribute to the control of its businesses, the efficiency of its operations and the efficient use of its resources; and enable it to deal appropriately with all major operational, financial or compliance‑related risks. More speciﬁcally, the internal control system is designed to ensure that: the Group’s economic and financial targets are achieved, in accordance with laws and regulations applicable Group‑wide; instructions and directional guidelines established by the Group’s Executive Management for accounting and financial matters are applied; internal processes are working correctly, particularly those contributing to the security of assets; and published accounting and financial information is reliable. ■ ■ ■ ■ 4.2.1.3 Scope and limitations of the internal control system in this report internal control system presented The is implemented in the Company and all its fully‑consolidated subsidiaries, and covers a larger scope than the procedures relating to the preparation and processing of accounting and ﬁnancial information. The main objective of the internal control system is to provide an exhaustive assessment of the Group’s entities, while classifying their internal control environments according to a standardised maturity scale. This approach makes it possible to compare management practices across different parts of the company and makes it easier to identify important areas for improvement. the AMF By helping to prevent and control the risks that may prevent the Group from achieving its objectives, the internal control system plays a key role in the management and oversight of these activities. However, as framework underscores, no matter how well designed and properly applied, an internal control system cannot fully guarantee that the inherent Group’s objectives will be achieved. There are limitations in particular, from uncertainties in the outside world, the exercise of judgement or problems that may occur due to technical or human failure, or simple error. internal control systems, which arise, reference in all 284 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com RISK MANAGEMENT AND INTERNAL CONTROL Internal control system 4.2.2 INTERNAL CONTROL ORGANISATION AND PARTIES INVOLVED 4.2.2.1 Internal control environment The Group’s internal control system is part of a system of values driven by the governing bodies and Executive Management, and conveyed to all staff as part of efforts to build a corporate culture focused on integrity, ethics and awareness of risk control and management. The Group has set up a formal control environment through a Group internal control system comprising: ■ ■ ■ ■ ■ internal control framework; Sapin II controls framework; a definition of the powers, responsibilities and objectives assigned at each level of the organisation, according to the principle of the separation of duties; procedures containing guidelines financial processes; and for managing critical control and measures activities, procedures various implemented by the country‑level teams under the Group’s supervision. The Group internal control and Sapin II regulatory frameworks are drawn up and managed by the Group Internal Control department. These are the main tools used in each country to assess and monitor the design and effectiveness of its internal control systems, which are themselves audited by the Group. Containing around 250 rules that are mandatory for all countries, the frameworks are deigned to cover: ■ ■ ■ ■ ■ ■ general internal control risks such as delegations of power, separation of duties, risk mapping, business continuity plans and document archiving; accounting and financial risks; operational risks related to the main purchase, stock, sale or property management transactions; risks associated with the safety and security of property and people; risks to the continuity, integrity, confidentiality and security of information systems; compliance, corruption, laundering risks. influence peddling and money In addition, the Group’s Executive Management has established rules of governance limiting the powers of the company officers of each Group company. Prior approval by the Board of Directors or the equivalent body of the Company concerned as well as the some Internal transactions. Delegations of powers and responsibilities are established at country and Group level in accordance with hierarchical and functional organisational charts. This structure complies with the principle of the separation of duties. Investment Committees required for is The Group internal control system described above is rolled out across the Group’s entities in the form of shared guidelines, and is in the various countries through precise operational procedures, deﬁned control activities and periodic control assessment and testing exercises. implemented The Group ensures the guidelines for managing critical ﬁnancial processes are circulated, and reliable information is disseminated and conveyed to the parties concerned so that they can perform their duties in accordance with Group standards and procedures: relevant and that ■ ■ ■ ■ the Group’s Functional departments participate in drawing up Group rules for their area of activity and may, where appropriate, apply these rules in procedures and best practices for Group entities; the Group’s regulatory framework is circulated to all Country Executive Directors, Finance Directors and Internal Control Directors during the self‑assessment campaign; the Group’s accounting close instructions are sent to all Finance Directors at the end of each month and quarter; the Group Investment Committee’s governance rules are sent to all Finance Directors. Similarly, the countries make sure to relay relevant, reliable information to the parties concerned so that they can perform their duties in accordance with Group standards and procedures. 4.2.2.2 Internal control organisation Internal control activities are designed to ensure that the necessary measures are taken in order to reduce the Group’s exposure to the strategic, operational and asset risks likely to affect the achievement of its objectives. Control activities take place throughout the organisation, at every level and in every function, including prevention and detection controls, manual and IT controls, and hierarchical controls and the separation of duties. As part of a continuous improvement approach to internal Internal Control control, Carrefour has created a Group department, which reports to the Group Finance department and is responsible for leading and coordinating the system at Group level. The Group Internal Control department is thus supported by a network of local internal control officers in the Group’s host countries and entities. The local internal control managers, most of whom hold management positions, report hierarchically to the local Finance Director and functionally to the Group Internal Control Director. The entity‑level Finance Director is responsible for setting up, running and supervising the internal control system within his/ her scope of responsibility. To do the entity‑level management teams, under the guidance of local internal control officers, deploy procedures and operating methods, including control activities required to cover all the strategic, operational and asset risks relating to their businesses and organisation. These procedures and operating methods include and extend the key controls set out in the Group regulatory framework. this, UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 285 1 2 3 4 5 6 7 8 9 4 RISK MANAGEMENT AND INTERNAL CONTROL Internal control system Local Director by: internal controllers support the entity‑level Finance ■ ■ helping to define the country internal control system, particularly by ensuring that the Group internal control system is properly rolled out; ensuring that procedures defined by the entity and the Group are properly applied, and, in the event of weaknesses, assisting Operational and Functional departments in implementing remediation programmes. 4.2.2.3 Parties involved in internal control In addition to local internal controllers, specialists within the Functional departments support operatives at all levels of the organisation, in compliance with the “three‑lines of defence” model presented below, which helps spread best internal control practices. The various parties involved in the Group’s risk management and internal control are described below. They are organised in accordance with a “three lines of defence” model as shown in the following diagram: BOARD OF DIRECTORS AUDIT COMMITTEE EXECUTIVE MANAGEMENT 1st line of defence 2nd line of defence Conduct of operations Risk management and internal control See Section 4.2.2.3.2 3rd line of defence Internal audit See Section 4.2.2.3.3 Functional departments See Section 4.2.2.3.2 ■ Finance ■ Legal ■ Ethics, Compliance and Data Protection ■ Safety ■ Property Management ■ Quality ■ CSR ■ Human Resources ■ Information Systems ■ Insurance Reporting, accountability Steering, supervision, delegation, resources Collaboration T I D U A L A N R E T X E S R O T A L U G E R First line of defence: the operational managers, responsible for evaluating, preventing and controlling risks, principally through an appropriate control system covering all processes for which they are responsible. They thus assure the day‑to‑day management of activities and operations using the most effective risk management practices at process level. Second line of defence: risk management and internal control in coordination with the Functional departments, which are responsible for their area of expertise. The objective is to structure and maintain the system of control over the organisation’s business operations (see Section 4.2.2.3.2). Third line of defence: Internal Audit, operating independently from management to provide assurance and insight on the adequacy and effectiveness of governance and the management of risks (see Section 4.2.2.3.3). 286 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com 4.2.2.3.1 Internal control governing bodies ■ The Board of Directors reports on the Group’s principal risks and uncertainties in the management report, by assessing the main features of internal controls. Through its supervisory role, the Board is also involved in internal control. It takes note of the process for preparing ﬁnancial information as well as the essential characteristics of the internal control and risk management systems communicated by the Audit Committee and the Group’s Executive Management. It also takes note of the CSR risk prevention plan provided by the CSR Committee. The duties of the Audit Committee established by the Board of Directors are to: ■ ■ ■ review the financial statements and ensure that the accounting methods adopted to prepare the Company and consolidated financial statements are relevant and consistent before they are the presented procedures used to prepare the financial statements and assesses the validity of the methods used to present material transactions; the Board of Directors. It monitors to monitor the process for preparing financial information and, where applicable, make recommendations to ensure the integrity of such information; the the effectiveness of monitor internal control, risk management and, where applicable, internal audit systems relating to the preparation and processing of accounting and financial information, without compromising its independence. It ensures that such systems are in place and implemented, and that corrective measures are undertaken in the event that any failings or anomalies are identified. For this purpose, the Statutory Auditors and the internal control and internal audit managers submit their main findings to the Committee. It must be kept informed about the internal audit programme and must be provided with the internal audit reports or a regular summary of these reports. It must also be informed of the outcome of the self‑assessment questionnaires and the internal control action plans; ■ monitor the work carried out by the Group Internal Audit and Risk teams. It approves the internal audit plan and must be provided with the Group internal audit reports or a regular summary of these reports. It must also give its opinion on the relevance of the work and organisation of the Internal Audit, Risk and Internal Control departments; RISK MANAGEMENT AND INTERNAL CONTROL Internal control system review risks and material off‑balance sheet commitments, assess the significance of any malfunctions or weaknesses reported to it, and inform the Board of Directors where appropriate. As such, the review of the financial statements must be accompanied by a presentation prepared by Group Executive Management describing risk exposure and its material off‑balance sheet commitments, as well as a presentation prepared by the Statutory Auditors highlighting both the key findings of their statutory audit, including any audit adjustments and significant internal control failings identified during their engagement, and accounting options applied. The Audit Committee is also responsible for examining and analysing the information on internal control and risk management included in the management report; the Company’s ■ regularly review the mapping of the Group’s main risks that may be reflected in the financial statements or which have been identified by Group Executive Management and may have an impact on the financial statements. It takes note of the main characteristics of the risk management systems and the results of their operations, drawing in particular on the work of the internal audit and internal control managers and the Statutory Auditors. for the reference The Group’s Executive Management sets internal control system, by framework the Group’s the control environment. The Executive consolidating Management’s lead and to design, coordinate, role continuously supervise internal control systems, and it has deﬁned a Group regulatory framework that covers all the principles and standards applicable to all Group entities and employees. is Moreover, Executive Management is responsible for the internal control systems. As such, tasked with designing, it implementing and overseeing the internal control systems suited to the size of the Group, its activity and its organisation. is It initiates any corrective actions that are needed to rectify an identiﬁed malfunction and to maintain a situation within the limits of acceptable risk. It ensures that these actions are successfully implemented. The Executive Management’s duties in relation to the internal control system also include deﬁning the corresponding roles and responsibilities in the Group. Lastly, the CSR Committee, in verifying the application of the Group’s CSR commitments, assessing CSR risks, and monitoring the annual non‑ﬁnancial performance report, also contributes to the internal control system. UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 287 1 2 3 4 5 6 7 8 9 4 RISK MANAGEMENT AND INTERNAL CONTROL Internal control system 4.2.2.3.2 Internal control, Functional departments and risks As part of the management of the internal control system, the Group’s Executive Management has set up the following organisation: Second line of defence Main role Group Internal Control department Group Risk department designing and maintaining the internal control and Sapin II frameworks in association with the Group’s risk universe; leading and consolidating the annual internal control self‑assessment process; analysing incidents, self‑assessments and internal audit findings to propose changes to the internal control framework and organisation; monitoring the implementation of the resulting action plans; communicating about and training in internal control and risk management; functional management of the Country internal control teams; monitoring regulatory developments and fraud types, to share with all entities; the strategy for the development of the internal control function. overseeing the Group risk assessment process with the countries and updating the risk map annually (including emerging risks); making risk owners aware of the results; monitoring the implementation of the action plans. ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ Functional departments Main role Group Finance department Group Legal department Group Ethics, Compliance and Data Protection department Group Security department Group Property department Group Quality department ensuring that accounting and financial information is reliable; managing risks that may be reflected in the financial statements and may have an impact on them; measuring Group performance and budget control; following Group investment procedures; managing, updating and circulating all of the Group’s financial and accounting standards; establishing policies for the Group’s financing, market risk control and banking relations; monitoring compliance with all applicable tax regulations and legislation. monitoring the Group’s main disputes; monitoring compliance with governance rules within the Group’s governance bodies and main subsidiaries; monitoring the Group’s main legal risks; implementing a Group‑wide market abuse prevention programme. the construction, oversight and updating of compliance programmes (Sapin II, anti‑money laundering and combating the financing of terrorism, fraud, protection of personal data), within the Group; ensuring compliance with and the effective implementation of compliance procedures at Group level as defined in the compliance programme; coordinating the network of compliance officers in the subsidiaries; drawing up and monitoring the Group’s map of corruption risks; receiving and dealing with whistleblowing alerts. identifying and preventing threats; managing malicious attacks on people, values, physical assets and intangible assets, to contribute to maintaining the Group’s business continuity; coordinating the Group’s crisis management system; risk management related to security and the operation of establishments open to the public; managing risks related to international business travel; the coordination of fraud investigations. establishing the Group’s property policy. establishing the product quality, health and safety policy within the Group; managing security, quality, compliance and product safety risk; coordinating crisis management relating to product safety risks; ensuring that products conform to Carrefour’s commitments. ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ 288 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com RISK MANAGEMENT AND INTERNAL CONTROL Internal control system Functional departments Main role Group CSR department Group Human Resources department Group Data Security department Group Insurance department ■ ■ ■ implementing policies and action plans and monitoring the Group’s objectives with respect to the Non‑Financial Statement (see Chapter 2 of this Universal Registration Document), as well as measuring and cross‑functionally monitoring the CSR and Food Transition Index, a criteria for executive and Chairman and Chief Executive Officer compensation; implementing a duty of care plan aimed at preventing serious violations of human rights and fundamental freedoms, the health and safety of individuals and the environment; upholding purchasing rules for the social and environmental compliance of purchases of all controlled products. These rules stipulate: ● ● the requirement for all suppliers to sign a Commitment Charter, and the procedures and standards for carrying out social audits, that all the Group’s purchasing entities must appoint a person in charge of social and environmental compliance; helping suppliers to achieve compliance, while raising awareness and providing training among suppliers and sourcing teams; complying with and updating purchasing rules for the food transition, including responsible sourcing criteria to be introduced across all countries and the associated objectives. establishing a human resources management policy within the Group that: ● ● ● ● ● ● ensures the proper availability level of resources, suitable for current and future business requirements, monitors employees’ career development and commitment, while guaranteeing and complying with principles of diversity, ensures high‑quality social dialogue, defines the framework for the compensation policy and employee benefits and guides the associated commitments, helps to create a culture of collective development and performance, ensures compliance with labour law and all legal or contractual provisions regarding the Company’s employees; coordinating social risk management. defining the Group strategy on the security of information systems to manage the risks relating to the continuity, integrity, confidentiality and traceability of data, and the risk of cyber‑attacks in particular; coordinating the various Group entities and measuring the maturity of their information security system. setting up insurance to cover the Group’s insurable risks as effectively as possible, based on available capacity on the market and the optimal methods for spreading risk – from transfer to the market to self‑insurance – pursuant to Group insurance policies. In this regard, it works with the Group Audit and Risk department. ■ ■ ■ ■ ■ ■ ■ 4.2.2.3.3 Group Internal Audit department The Group Internal Audit department has a solid‑line reporting relationship with the Group Secretary General and reports to the Audit Committee. It performs an independent assessment of the effectiveness of internal control and risk management systems, by identifying weak points and making recommendations for improvements. The Internal Audit department is tasked with: ■ assessing the operation of asset risk management and related internal control systems by performing the tasks included in the annual audit plan; and ■ regularly monitoring recommendations to improve these systems. and making any necessary 1 2 3 4 5 6 7 8 9 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 289 4 RISK MANAGEMENT AND INTERNAL CONTROL Internal control system 4.2.3 MONITORING SYSTEM 4.2.3.1 Continuous monitoring Continuous monitoring is organised so that incidents can be pre‑empted or detected as rapidly as possible. Management plays a long‑term daily role in the effective implementation of the internal control system. Speciﬁcally, it establishes corrective action plans and reports to the Group’s Executive Management and Internal Control department on signiﬁcant malfunctions when necessary. 4.2.3.2 Periodic monitoring Parties involved in periodic monitoring internal control system The Group risk management and provides for periodic monitoring by managers, operatives, internal controllers, compliance officers, internal auditors and the Statutory Auditors: ■ ■ ■ ■ ■ managers and operatives check that the first‑level controls are working effectively, identify the main risk incidents, draw up action plans and ensure that the internal control system is appropriate in view of the Group’s objectives; the internal controllers periodically check that control activities are being properly implemented and that they are effective against risks, by carrying out second‑level controls. Control activities are defined and implemented by process managers, and coordinated by internal controllers who report to members of the entity‑level Executive Committee, under the In turn, the supervision of the coordination of the internal controllers by the Group Internal Control department ensures consistency in control activity methodology, guarantees comprehensive coverage of risks across all processes, and ensures that the relevant entity‑level internal control teams are competent and equipped with the resources needed to establish a control environment; local Finance Director. the Ethics and Compliance function ensures compliance with and effective anti‑corruption compliance programme and reports information on alerts and fraud to the Operations, Legal, Internal Control and Internal Audit departments; implementation of the the Internal Audit department carries out third‑level controls and provides the Entity Executive Management teams, the Audit Committee and the Group’s Executive Management with the conclusions and findings of their engagement as well as their recommendations; during their audit work, the Statutory Auditors obtain an understanding of the Group’s internal control systems as regards accounting and financial reporting procedures. They identify its strengths and weaknesses, evaluate the risk of material misstatement, and make recommendations where appropriate. Main components of internal control system oversight Annual internal control self‑assessment campaign The annual internal control self‑assessment is a mature process in the Group, and is based on questionnaires completed by all entities within the scope. The questionnaires are consistent with existing frameworks and based on an internal control risk analysis for each business and on the identiﬁcation of key control points. This process is coordinated by Group reviews, consolidates and analyses the results of the questionnaires. A summary is presented to the Audit Committee. Summaries are also presented to the Group’s Functional departments so that they are equipped their departments and with the aim of further developing Group rules. Internal Control, which internal control within lead to This system contributes to spreading the internal control culture throughout the Group and also provides support in evaluating the level of internal control and assessing how well operational and functional risks are managed. The subsidiaries are required to establish action plans to rectify any controls assessed as ineffective. The local internal control officers are involved in coordinating the self‑assessment and are responsible for monitoring the action plans. consistency of reviewing and the As part of its mission, and where applicable, the Internal Audit department performs a review of self‑assessments carried out by the Group’s subsidiaries during the annual internal control self‑assessment campaign. Any discrepancies are reported in the ﬁndings of the audit engagements and the conclusions are shared with the Group Internal Control department. Monitoring these divergences makes it possible to gauge the quality of the audited subsidiaries’ internal‑control self‑assessment. the self‑assessment process, After the Country Executive Directors report to Group Executive Management on their level of internal control through a letter of representation on the internal control system, conﬁrming that the core controls set out in the Group’s rules have been properly performed, that the action plans resulting from the self‑assessment have been triggered and implemented within the agreed timeframe, and that signiﬁcant internal control and fraud incidents have been In addition, the main reported to Executive Management. the the summary of Country Finance Directors present self‑assessment to the Group Finance department. 290 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com At the annual close, the Country Executive Directors and Country Finance Directors also sign a letter of representation for Group Executive Management on the following: ■ ■ ■ ■ ■ ■ ■ compliance with laws and internal procedures, in particular ethics principles; confidentiality and security of information systems; anti‑bribery and corruption measures; personal data protection; governance and delegations of power; social responsibility; trueness and fairness of the financial statements in relation to the applicable accounting standards. In addition to the annual self‑assessment process, thematic control tests may be organised to ensure effective internal control on a key topic. These targeted campaigns are developed in conjunction with the relevant Functional department(s). They are presented to the Group’s Executive Management. Monitoring of action plans Guidance and supervision of the internal control system involve the monitoring, by the country internal controllers, of the action plans relating to the internal control self‑assessment and risk mapping processes, and of internal audit, external auditor or any other control body recommendations. RISK MANAGEMENT AND INTERNAL CONTROL Internal control system The following events must be reported to the Group: 1 ■ ■ ■ ■ ■ accounting misstatements and alterations harming the integrity of favourable or unfavourable to the Company or the Group; information, whether financial the misappropriation or endangerment of tangible or intangible assets; events liable to constitute passive or active corruption or influence peddling; 2 breaches of laws and regulations; other significant breaches of the ethics principles and compliance programme. All incidents may be reported using the Group or country ethics hotline. Alerts raised are investigated to establish whether the alleged events are true or not. They are monitored by the Ethics, Compliance and Personal Data Protection department using a single, centralised procedure applicable to all Group subsidiaries. Employees who raise a potential fraud alert in good faith may not be disciplined, dismissed or subject to any direct or indirect discriminatory measures. Supervision by Executive Management The Group’s Executive Management supervises the internal control system by reviewing, in particular, the work and the minutes of meetings of the following bodies: Group internal control presents a summary of action plan monitoring work to the Audit Committee. In addition, each country is required to present progress on its action plans to the Group Finance department. Monitoring of fraud and internal control incidents Fraud and other internal control incidents relating to ethics are carefully monitored by the Country Ethics Committees, and depending on their materiality, by the Group Ethics Committee. ■ ■ ■ ■ ■ ■ Group and Country Ethics Committees; Group Investment Committee; Group Data Security Committee; Group Risk Committee; CSR and Food Transition Committee; and any other ad hoc committee convened according to the needs identified by the Group’s Executive Management. 4.2.4 INTERNAL ACCOUNTING AND FINANCIAL CONTROL 4.2.4.1 General organisational principles of accounting and financial control ■ those related to the accounting of non‑recurring operations that may have a material impact on the Group’s financial statements. Internal accounting and ﬁnancial control aims to ensure: ■ ■ ■ ■ the compliance of reported accounting information with the applicable rules (IFRS international accounting standards); the application of established by the Group; instructions and strategic objectives the prevention and detection of fraud and accounting and financial irregularities; the presentation and information. reliability of published financial Risks related to the production of accounting and ﬁnancial information can be classiﬁed into two categories: ■ those related to the accounting of recurring operations in the Group’s host countries, whose control systems must be set as close as possible to decentralised operations; internal control system described The paragraphs incorporates this risk approach. in the following Management within each country is responsible for identifying risks that impact the preparation of ﬁnancial and accounting information as well as taking the necessary steps to adapt the internal control system. With regard to information that requires special attention given its impact on the consolidated ﬁnancial statements, the Group Reporting and Consolidation department requests the necessary explanations and may perform such controls itself. It can also assign an external auditor to carry out such controls or submit a request to the Chairman and Chief Executive Officer for the Internal Audit department to intervene. UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 291 3 4 5 6 7 8 9 4 RISK MANAGEMENT AND INTERNAL CONTROL Internal control system 4.2.4.2 Management of the accounting and Tools and operating methods finance organisation Organisation of the finance function The ﬁnance function is mainly based on a two‑level organisation: ■ the Group Financial Control department defines the IFRS accounting principles applicable to Carrefour and provides leadership and oversight of the production of consolidated reports. This financial department and Consolidation department and a Performance Analysis department: and management a Reporting statements includes ■ ■ the Reporting and Consolidation department monitors standards, defines the Group accounting doctrine (“IFRS accounting principles applicable to Carrefour”), produces and analyses the consolidated financial statements, and financial the consolidated accounting and prepares information, and is the direct link to the Finance departments at country level, the Performance Analysis department analyses both prospective and retrospective management reports. It the country‑level Finance from requests explanations departments and alerts the Group’s Executive Management to key issues and any potential impacts; ■ the country‑level Finance departments are responsible for the production and control of the country‑level company and consolidated financial statements. They are also responsible for deploying an internal control system within their scope that is adapted to their specific challenges and risks, taking into account the Group’s recommendations and directives. The Group Executive Director – Finance and Management appoints the country‑level Finance Directors. Accounting principles and procedures manuals Group accounting principles are speciﬁed in a regularly updated document that is communicated to all those involved in the process. The IFRS accounting principles applicable to Carrefour are reviewed twice a year, before the end of each ﬁnancial year and six‑month period. They are deﬁned and monitored by the Accounting Standards department, which forms part of the Group Reporting and Consolidation department, and are presented to the Statutory Auditors. Material changes, additions or deletions are presented to the Audit Committee. The Group Financial Control Manual must be used by the country‑level Finance departments. If necessary, country‑level Finance departments can consult the Group Reporting and Consolidation provide interpretations and clariﬁcations. department, which alone can The country‑level Finance Directors meet regularly to discuss new changes to the IFRS accounting principles applicable to Carrefour and any application issues encountered. The Group continues to standardise the accounting systems used in the various countries, in particular through its ﬁnance tool transformation programme. In particular, this has enabled the standardisation and documentation of procedures in the various countries and an adequate separation of duties. The Group uses a consolidation and reporting tool to detail, make reliable and facilitate the transmission of data, controls and consolidation operations. Accounting and ﬁnancial information systems are subject to the same security requirements as all other systems. Consolidation/reporting process and principal controls To assist the Group consolidation process, each country is responsible for reporting its own ﬁnancial data by legal entity and for consolidating the ﬁnancial statements at its own level. The Group Reporting and Consolidation team leads this process and is responsible for producing the Group’s consolidated ﬁnancial statements. Consolidation takes place monthly. The Statutory Auditors audit the annual consolidated ﬁnancial statements and perform a review of the half‑yearly consolidated ﬁnancial statements. The half‑yearly and annual consolidated ﬁnancial statements are also published. The Group uses identical tools, data and regional breakdowns for its management reports and consolidated ﬁnancial statements. Subsidiaries prepare their own statutory ﬁnancial statements as well as the consolidated ﬁnancial statements converted into euros for their region. The Finance department in each country makes use of controls in place in the consolidation tool. The Reporting and Consolidation department checks for consistency and performs a reconciliation and analysis at the end of each month. The main options and accounting estimates are subject to review by the Group Reporting and Consolidation department and the country‑level Finance Directors, including during meetings for ﬁnancial statement reporting options, organised before the ﬁnancial statements are reported at Group and country level in cooperation with external auditors. A hard‑close procedure was introduced by the Reporting and Consolidation department in late May and late November to anticipate, as far in advance as possible, any potentially sensitive subjects relating to the six‑month and annual reporting period, which is subject to a review by the Statutory Auditors. Also, a review is carried out in late November by the Statutory Auditors to assess the quality of the Group’s internal control system and of the processes associated with measuring income and expenses that, due to their nature and amount, have a material impact on Group performance, so that any weaknesses can be rectiﬁed before the ﬁnancial year‑end. In order to provide an opinion to the Board of Directors on the draft ﬁnancial statements, the Audit Committee reviews the annual and half‑yearly ﬁnancial statements and the ﬁndings of the Statutory Auditors’ team concerning their work. Accordingly, the Audit Committee meets regularly and as often as necessary in order to monitor the process of preparing the accounting and ﬁnancial information and ensure that the principal accounting options applied are pertinent. 292 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com Oversight of the internal control system for accounting and financial reporting procedures Oversight of the internal control system is mainly based on: ■ a self‑assessment campaign for the application and oversight of the main rules defined by the Group concerning internal accounting and financial control as well as additional control tests. In this respect, action plans are defined at country level where necessary and are subject to monitoring; ■ in‑country actions by the Group Internal Audit department. The internal audit plan internal accounting and financial control. incorporates tasks to review Oversight also involves assessing the information provided by the Statutory Auditors as part of their in‑country operations. The role of the Statutory Auditors limited to, expressing an opinion as to whether the Company and consolidated ﬁnancial statements give a true and fair view of the Group, and performing a review of the half‑yearly consolidated ﬁnancial statements. includes, but is not At each annual close, Group Internal Control receives letters of representation signed by the Country Executive Director and country‑level Finance Director, certifying that the ﬁnancial information reported to the Group is reliable, fair and prepared in accordance with the IFRS accounting principles applied by Carrefour. 4.2.4.3 Control over financial communications RISK MANAGEMENT AND INTERNAL CONTROL Internal control system In organisational terms: ■ the Chairman and Chief Executive Officer and the Group Executive Director – Finance and Management, as well as the Financial Communications and Investor Relations departments, are, except in certain cases, the sole contacts for analysts, institutional investors and shareholders; ■ the Group Human Resources department, with support from the Group Communications department, manages information intended for employees; ■ the Group Communications department manages press relations. Procedures for controlling financial communications The Group Financial Control department is the exclusive source of ﬁnancial information. Internal controls regarding the ﬁnancial communications process focus on compliance with the principle of shareholder equality, among other releases and signiﬁcant announcements are prepared by mutual agreement between the Financial Communications department, which is part of the Group Finance department, and the Group Communications department. issues. All press Where appropriate, these departments are assisted (in particular, as part of the market abuse prevention programme) by the Group Legal department and the Legal department of Atacadão, the listed Brazilian subsidiary controlled by the Group. Role and purpose of financial communications Financial communications policy The Group Finance department deﬁnes and implements the policy on disclosing ﬁnancial results to the markets. The Carrefour group discloses its sales on a quarterly basis and its results on a half‑yearly basis. The Board of Director is informed of all periodic publications and press releases on ﬁnancial and strategic operations, and makes comments as appropriate. The Group Financial Communications department is also involved in coordinating the ﬁnancial communications of the Group and Atacadão. The objective of ﬁnancial communications is to provide the entire ﬁnancial community with clear information about the Group’s strategy, business model and performance, by publishing accurate, true and fair information while upholding the principle of shareholder equality with regard to information. Organisation of financial communications Financial communications address a diverse audience, primarily comprising ﬁnancial analysts, institutional investors, individual shareholders and employees. They are disseminated as required by law (Shareholders’ Meeting) or the AMF’s regulations (periodic publications, press releases). The Group also uses other channels for its ﬁnancial communications, including conference calls, investor presentations on results or events (investors day), meetings, conferences and roadshows for ﬁnancial analysts and investors, the Universal Registration Document and annual report, and the corporate website. UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 293 1 2 3 4 5 6 7 8 9 4 RISK MANAGEMENT AND INTERNAL CONTROL Legal and arbitration proceedings 4.3 Legal and arbitration proceedings 4.3.1 PROCEEDINGS IN CONNECTION WITH THE GROUP’S RECURRING OPERATIONS At the date of this Universal Registration Document, the Company is not aware of any administrative, legal or arbitration proceedings (including any pending or threatened proceedings of which the Carrefour group is aware) that may have or have had, during the last 12 months, signiﬁcant effects on the ﬁnancial position or proﬁtability of the Company and/or the Group. In the normal course of its operations, the Carrefour group is involved legal and administrative proceedings. in various arbitration, A provision is recorded when, at the period‑end, the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that an outﬂow of resources embodying economic beneﬁts will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation. A description of provisions for claims and litigation can be found in Chapter 6 the 2023 consolidated ﬁnancial to statements) of this Universal Registration Document. (Note 11.2 4.3.2 OTHER PROCEEDINGS 4.3.2.1 In France INC SA and its former Chairman were acquitted in a judgement from the Court of Appeal dated September 1, 2023. Several French subsidiaries of Carrefour SA, along with some 100 companies and roughly 15 professional associations (including the French Trade and Retail Federation – Fédération du Commerce et de la Distribution) received a statement of objections from the French competition authority (Autorité de la concurrence) on October 5, 2021 as part of a simpliﬁed procedure accusing them of having coordinated between February 2012 and September 2015 to implement a collective strategy aimed at: ■ ■ refraining from any reporting on the absence of Bisphenol A (BPA) in metal containers in order to prevent any single company from gaining a competitive advantage; and agreeing to set the same dates for the marketing of BPA‑free containers and the discontinuation of marketing of containers with BPA. On December 29, 2023, the French Trade and Retail Federation, Carrefour SA and its subsidiaries were acquitted. 4.3.2.2 In Argentina On October 1, 2019, INC SA (the Group’s subsidiary in Argentina) and its former Chairman were referred back to a trial court specialised in economic offences in unauthorised ﬁnancial intermediation, with regard to transactions carried out with ﬁnancial cooperatives between July 2012 and December 2014, in a context of hyperinﬂation and in light of the banking system’s inability to collect the liquid assets generated by INC SA’s business activities. for complicity On October 28, 2020, the Argentine government authority in charge of supervising and sanctioning money laundering (Unidad de Información Financiera) was included in the proceedings. 4.3.2.3 In Brazil On June 27, 2020 and May 25, 2021, the municipality of São Paolo initiated two civil liability proceedings against Atacadão SA in connection with the renewal of the operating licences for its head office and two stores. The civil proceedings were initiated following the initiation of the criminal proceedings to which Atacadão SA is not party. In a decision dated March 14, 2023 (made ﬁnal on April 12, 2023), Atacadão SA was acquitted in the proceedings brought against it on June 27, 2020. 4.3.2.4 Financial services The adoption by several countries of multiple and sometimes divergent or contradictory legal or regulatory requirements governing the provision of ﬁnancial products, with a view to protecting consumers in particular, may expose the Group’s relevant entities to a risk of non‑compliance (see Section 4.1.2.3 “Appropriateness of the retail model” in this Universal Registration Document) and, where applicable, to individual or collective actions. This is notably the case in Spain and Argentina, where consumer associations – or a signiﬁcant number of customers, as the case may be – have questioned the interest rates and/or contracts for revolving credit, consumer credit and deferred payment. 294 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com 5 BUSINESS REVIEW AS OF DECEMBER 31, 2023 5.1 Business review and consolidated 5.5 Glossary of financial indicators 5.6 Parent company financial review 5.6.1 Business and financial review 5.6.2 Investments in subsidiaries and affiliates 5.6.3 Income appropriation 5.6.4 Research and development 5.6.5 Recent developments 5.6.6 Company earnings performance in the last five financial years income analysis 5.1.1 Main income statement indicators 5.1.2 Analysis of the main income statement items 5.2 Group financial position and cash flows 5.2.1 Shareholders’ equity 5.2.2 Net debt 5.2.3 Statement of cash flows 5.2.4 Financing and liquidity resources 5.2.5 Restrictions on the use of capital resources 5.2.6 Expected sources of funding 5.3 Outlook 5.4 Other information 5.4.1 Accounting principles 5.4.2 Significant events of the year 5.4.3 Restatement of the consolidated statement of financial position at December 31, 2022 to reflect the reduction in the acquisition price of Grupo BIG in Brazil 5.4.4 Climate change 5.4.5 Main related‑party transactions 5.4.6 Subsequent events 5.4.7 Risk factors 296 296 297 301 301 301 302 303 303 303 304 305 305 306 310 310 311 311 311 312 313 313 315 315 315 316 316 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 295 5 BUSINESS REVIEW AS OF DECEMBER 31, 2023 Business review and consolidated income analysis 5.1 Business review and consolidated income analysis 5.1.1 MAIN INCOME STATEMENT INDICATORS consolidated statement of The at December 31, 2022 has been restated in accordance with IFRS 3 – Business Combinations to reﬂect the changes affecting the opening balance sheet of Grupo BIG in Brazil (see Notes 5.4.2.1.1 and 5.4.3). ﬁnancial position IFRS. Argentina is classiﬁed as a hyperinﬂationary economy within the in meaning of Hyperinﬂationary Economies is therefore applicable to the consolidated ﬁnancial the year ended statements December 31, 2023. Comparative data for 2022 have also been adjusted for inﬂation. Financial Reporting IAS 29 – for (in millions of euros) Net sales Gross margin from recurring operations in % of net sales 2023 83,270 16,630 20.0% 2022 81,385 16,313 20.0% Sales, general and administrative expenses, depreciation and amortisation (14,367) (13,936) Recurring operating income Recurring operating income before depreciation and amortisation Recurring operating income after net income from equity‑accounted companies Non‑recurring income and expenses, net Operating income Finance costs and other ﬁnancial income and expenses, net Income tax expense Net income/(loss) from continuing operations - Group share Net income/(loss) from discontinued operations - Group share NET INCOME/(LOSS) - GROUP SHARE FREE CASH‑FLOW (1) NET FREE CASH‑FLOW (2) NET DEBT (INCLUDING DISCONTINUED ACTIVITIES) (3) 2,264 4,559 2,308 (558) 1,749 (410) (439) 930 729 1,659 3,138 1,622 2,560 2,377 4,613 2,427 36 2,463 (490) (408) 1,368 (21) 1,348 2,756 1,262 3,378 % change 2.3% 1.9% 3.1% -4.7% -1.2% -4.9% -1654.8% -29.0% -16.3% 7.6% -32.0% 3614.4% 23.1% (1) (2) (3) Free cash flow corresponds to cash flow from operating activities before net finance costs and net interest related to lease commitments, after the change in working capital, less net cash from/(used in) investing activities. Net free cash flow corresponds to free cash flow after net finance costs and net lease payments. Net debt does not include liabilities and assets related to leases (see Note 2.2). Closing net debt for 2022 was restated for the reduction in Grupo BIG’s acquisition price, in accordance with IFRS 3. Net sales totalled 83.3 billion euros in 2023, an increase of 2.3% compared with 2022. Recurring operating and amortisation came in at 4,559 million euros, a 1.2% decline on 2022. income before depreciation Recurring operating income was 2,264 million euros, a 4.7% decline on 2022. Non‑recurring operating income and expenses represented a net expense of 558 million euros, versus net income of 36 million euros in 2022. The 2023 ﬁgure primarily relates to severance paid or payable within the scope of the collective contractual in France, and termination agreement (Rupture Conventionnelle Collective) put the measures in place at headquarters implemented in stores and headquarters in Brazil, Spain and Italy. It also includes impairment recognised against unproﬁtable former Grupo BIG stores in Brazil that were closed in 2023 or are in the process of being closed (see Note 5.4.2.1.4), as well as the costs associated with these closures. These expenses were partially offset by reversals of provisions for (i) PIS‑COFINS tax credits following the expiry of statutory limitation periods or favourable judgements and (ii) ICMS sales tax credits following their sale. Expenses were also partially offset by capital gains realised on various asset disposals. 296 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com BUSINESS REVIEW AS OF DECEMBER 31, 2023 Business review and consolidated income analysis Finance costs and other ﬁnancial income and expenses represented a net expense of 410 million euros, an improvement of 80 million euros compared with 2022, primarily reﬂecting lower net ﬁnance costs and an increase in other ﬁnancial income, partially offset by the increase in net interest expense on leases. The income tax expense for 2023 amounts to 439 million euros (compared with 408 million euros for 2022). The tax expense was increased by the fact that no deferred tax assets were recognised by Grupo BIG in Brazil as a result of its operating losses. Net income from continuing operations – Group share, totalled 930 million euros, a 438 million euro decrease compared to 2022. Discontinued operations represented net income – Group share of 729 million euros in 2023, versus a net loss of 21 million euros in 2022. It includes the gain on the disposal of Carrefour Taiwan amounting to 0.75 billion euros (see Note 5.4.2.1.3). The Group ended 2023 with net income – Group share of 1,659 million euros, versus net income of 1,348 million euros in 2022. Free cash ﬂow came to 3,138 million euros, versus 2,756 million euros in 2022. Net free cash ﬂow came to 1,622 million euros, versus 1,262 million euros in 2022. 5.1.2 ANALYSIS OF THE MAIN INCOME STATEMENT ITEMS The Group’s operating segments consist of the countries in which it does business, combined by region, and “Global functions”, corresponding to the holding companies and other administrative, ﬁnance and marketing support entities. NET SALES BY REGION (in millions of euros) France Europe (excluding France) Latin America TOTAL The Carrefour group generated net sales of 83.3 billion euros, an increase of 2.3% versus 2022. ■ ■ (1) In France, net sales rose by 1.4% in 2023. Like‑for‑like growth was 4.7%, including a 6.0% LFL improvement in food and a 4.9% LFL decline in non‑food. After more than two years of market share gains, Carrefour saw a slowdown in its market share momentum in value terms over the year, while market share in volume terms remained broadly stable between 2022 and 2023 (source: Kantar). In Europe (excluding France), net sales increased by 4.4% in 2023, up 5.5% like‑for‑like. Spain posted 5.8% like‑for‑like growth in net sales over the year, with strong growth in all its formats. Italy continued to enjoy good sales momentum in 2023, with like‑for‑like growth of 3.1% driven by improved customer terms of price competitiveness. After a difficult 2022 in Belgium, net sales in the country were up 9.0% like for like in 2023, lifted by its revitalization strategy in an environment that remained fiercely competitive. In Romania, the Group maintained its positive momentum, posting like‑for‑like growth of 7.0%, spurred by the success of its commercial campaigns. In Poland, net sales satisfaction, particularly in 2023 38,220 23,650 21,399 83,270 2022 % change 37,706 22,643 21,036 81,385 1.4% 4.4% 1.7% 2.3% edged down 0.6% like for like, amid strong pressure on consumer purchasing power and a high comparison basis owing to the war in Ukraine. ■ In Latin America, net sales increased by 1.7% year on year. In Brazil, net sales retreated 1.3% like for like in 2023. Amid difficult market conditions shaped by food deflation in the second half of the year, the Group proved resilient, thanks in particular to its cash & carry format (down 1.1% like for like), which is benefiting from its price leadership on the Brazilian market, while Sam’s Club, whose subscription model is proving a success, recorded like‑for‑like net sales growth of 5.0%. The Retail segment, with a more premium positioning, was understandably more affected by the challenging market conditions, reporting a 2.8% decline in like‑for‑like net sales over the year. Argentina saw further vigorous growth, with net sales soaring 151.9% like for like (excluding the IAS 29 impact). This increase reflects a further rise in volumes and significant market share gains in a hyperinflationary environment (annual inflation of 211% in 2023). 1 2 3 4 5 6 7 8 (1) Like‑for‑like (LFL) sales generated by stores open for at least 12 months, excluding temporary store closures, at constant exchange rates, excluding petrol and calendar effects and excluding the IAS 29 impact. 9 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 297 5 BUSINESS REVIEW AS OF DECEMBER 31, 2023 Business review and consolidated income analysis NET SALES BY REGION – CONTRIBUTION TO THE CONSOLIDATED TOTAL (in %) France Europe (excluding France) Latin America TOTAL 2023 45.9% 28.4% 25.7% 100% 2022 46.3% 27.8% 25.8% 100% At current exchange rates, the portion of consolidated net sales generated outside France continued to rise, representing 54.1%, compared with 53.7% in 2022. RECURRING OPERATING INCOME BY REGION (in millions of euros) France Europe (excluding France) Latin America Global functions TOTAL Recurring operating income represented 2,264 million euros in 2023, a decrease of 113 million euros, or 4.7%. In France, recurring operating income was 988 million euros in 2023, up 18.5% on 2022. In a context of high inﬂation, operating margin increased by 37 bps to 2.6% (versus 2.2% in 2022), led by a good sales performance and strong cost‑cutting dynamic. 2023 marks the ﬁfth consecutive year that operating margin has improved in France. This performance notably reﬂects the beneﬁts of initiatives under the Carrefour 2026 plan, including the increase in sales of own‑brand products, the transformation of ownership strategies and the improved proﬁtability of digital activities. (excluding France), recurring operating in 2023, stable, at 604 million euros income In Europe remained versus 606 million euros in 2022. Spain performed well, with recurring operating income up 14% despite an unfavourable environment for the ﬁnancial services business. Poland, on the other hand, reported a signiﬁcant decline in proﬁtability, on a high 2022 base marked by the impact of the war in Ukraine. Recurring operating income for Italy, Belgium and Romania was close to 2022 ﬁgures. In Latin America, recurring operating income fell by 24.1% to 763 million euros in 2023. came income recurring operating In Brazil, at 668 million euros, down 26.9% or 246 million euros. This decline was mainly due to the costs of converting and integrating the former Grupo BIG stores and to the losses incurred in the months immediately after the stores reopened. The decline also reﬂects a lower contribution from the Retail segment amid food deﬂation in the country and from the ﬁnancial services given high interest rates and a higher cost of risk. in The stores that have converted to the Atacadão format continued their fast‑paced ramp‑up. Furthermore, as announced in November 2023, Carrefour Brazil has begun to rapidly restructure structurally loss‑making stores of Retail segment. In 2023 2022 % change 988 604 763 (91) 2,264 834 606 1,005 (69) 2,377 18.5% -0.4% -24.1% -32.6% -4.7% all, 104 stores have been closed or sold at the end of January 2024, predominantly in the supermarket and soft discount formats (Bompreço, Nacional and Todo Dia banners). Restructuring of the remaining 19 stores will be completed by the end of the second quarter of 2024 (see Note 5.4.2.1.4). In addition, the Group has undertaken to convert 40 hypermarkets to the Atacadão and Sam’s Club formats, 20 of which are slated for conversion in 2024. At the same time, Carrefour Brazil is making rapid progress in implementing cost synergies, securing synergies of 1.6 billion Brazilian reals on an annualised basis. These cost synergies were offset by the adverse performance of converted stores currently in the ramp‑up phase after having recently reopened under their new banners. In Argentina, recurring operating income and operating margin improved on the back of excellent sales momentum and continued cost discipline. Recurring operating income came to 96 million euros, versus 92 million euros in 2022, while the recurring operating margin widened 138 bps to 4.5%. Depreciation and amortisation Depreciation and amortisation of property and equipment, intangible assets and to 1,304 million euros in 2023 compared with 1,284 million euros in 2022. investment property amounted equipment Depreciation of right‑of‑use assets (IFRS 16) relating to property and totalled 728 million euros in 2023 compared with 694 million euros in 2022. investment property and Including depreciation of logistics equipment and of the related IFRS 16 right‑of‑use assets included in the cost of sales, a total depreciation and amortisation expense of 2,295 million euros was recognised in the consolidated income statement for 2023, compared with an expense of 2,236 million euros for 2022. 298 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com Net income from equity‑accounted companies income Net 44 million euros reﬂecting a slightly lower contribution from Carmila. from equity‑accounted companies in 2023, versus 50 million euros BUSINESS REVIEW AS OF DECEMBER 31, 2023 Business review and consolidated income analysis totalled in 2022, Non‑recurring income and expenses This classiﬁcation is applied to certain material items of income and expense that are unusual in terms of their nature and frequency, such as impairment charges of non‑current assets, gains and losses on disposals of non‑current assets, restructuring costs and provision charges and income recorded to reﬂect revised estimates of risks provided for in prior periods, based on information that came to the Group’s attention during the reporting year. Non‑recurring items represented a net expense of 558 million euros in 2023, and the detailed breakdown is as follows: (in millions of euros) Gains and losses on disposals of assets Restructuring costs Other non‑recurring income and expenses Non‑recurring income and expenses, net before asset impairments and write‑offs Asset impairments and write‑offs of which Impairments and write‑offs of goodwill of which Impairments and write‑offs of property and equipment, intangible assets and others NON‑RECURRING INCOME AND EXPENSES, NET of which: Non‑recurring income Non‑recurring expense 2023 66 (352) 25 (261) (297) (1) (295) (558) 476 (1,034) 2022 212 (13) (16) 183 (147) (1) (146) 36 440 (404) Gains and losses on disposals of assets Other non‑recurring income and expenses in Brazil and six hypermarkets Gains and losses on disposals of non‑current assets result from gains and losses on the sale and leaseback of ﬁve stores and four warehouses (see Note 5.4.2.1.5) and on the disposal of Carrefour Brazil’s headquarters building. They also include capital gains on the disposal of various assets (store premises, land and businesses), mainly to franchisees in France. Net disposal gains were partially offset by the capital loss incurred on the disposal of Quitoque in France (see Note 5.4.2.1.3). in Spain Restructuring costs Restructuring costs recognised in 2023 relate to the new Carrefour 2026 strategic plan (see Note 5.4.2.2). This plan is based on a project to transform the Group’s various headquarters with a view to safeguarding its competitiveness over the long term, boosting performance and agility, and simplifying its organisation, all of which will beneﬁt its stores. The expense included in non‑recurring items relates primarily to severance paid or payable within the scope of the Rupture Conventionnelle Collective put in place at headquarters in France, involving a maximum of 979 jobs, and, secondarily, to the measures implemented in stores and headquarters in Italy, Spain and Brazil. Other non‑recurring income and expenses recorded in 2023 primarily comprise reversals of provisions in Brazil i) for tax risks relating to PIS‑COFINS tax credits following the expiry of statutory limitation periods or favourable judgements, and ii) for ICMS tax credits following their sale. These reversals were almost entirely offset by costs related to store closures under way in Brazil (see Note 5.4.2.1.4). Asset impairments and write‑offs Asset impairments (other than goodwill) and write‑offs in 2023 include impairment recognised against non‑current assets, reﬂecting the difficulties experienced by certain stores, as well as the retirement of various assets relating to stores in France, Spain and Belgium, and to IT in France and Belgium. Impairment was also recognised against unproﬁtable former Grupo BIG stores in Brazil which were closed in 2023 (mainly stores under the Maxxi banner) or in the process of being closed at December 31, 2023 (stores under the Todo Dia, Bompreço and Nacional banners and some stores that had been converted to the Carrefour banner) for a total of approximately 120 million euros (see Note 5.4.2.1.4). The caption also includes the partial in Grupo BIG’s opening write‑down of banners recognised balance (see Note 5.2.1.1.3 to the consolidated ﬁnancial statements). for approximately 38 million euros sheet Lastly, it includes write‑downs to bring the net carrying amount of Showroomprivé shares in line with the stock market price at December 31, 2023. 1 2 3 4 5 6 7 8 9 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 299 5 BUSINESS REVIEW AS OF DECEMBER 31, 2023 Business review and consolidated income analysis Main non‑recurring items in 2022 Gains and losses on disposals of non‑current assets comprised gains and losses arising on the sale of various assets (store premises and businesses) to franchisees, notably in France and Italy. It also included the gain on the disposal of the nine hypermarkets and ﬁve supermarkets in Spain through sale and leaseback the equity‑accounted investments in Mestdagh in Belgium and Ploiesti Shopping City in Romania were also included in this caption. transactions. Gains on the disposal of Other non‑recurring income and expenses recorded in 2022 mainly included revised estimates of historical risks, mostly tax‑related, as well as the costs related to the acquisition of Grupo BIG in Brazil. Asset impairments (other than goodwill) and write‑offs in 2022 included impairment recognised against non‑current assets, the difficulties experienced by certain stores, reﬂecting (in millions of euros) Finance costs, net Net interests related to lease commitments Other ﬁnancial income and expenses, net TOTAL particularly in France and Italy, as well as the retirement of various assets, in particular relating to IT in France. Asset impairments also included write‑downs to bring the net carrying amount of Showroomprivé shares into line with the stock market share price at December 31, 2022. Operating income Operating income amounted to 1,749 million euros in 2023, versus 2,463 million euros in 2022. Finance costs and other financial income and expenses income and expenses Finance costs and other ﬁnancial represented a net expense of 410 million euros in 2023, corresponding to a negative 0.5% of sales versus a negative 0.6% in 2022. 2023 (258) (208) 56 (410) 2022 (336) (167) 13 (490) Finance costs, net improved by 79 million euros compared with 2022, to 258 million euros. This improvement chieﬂy reﬂects the sharp rise in short‑term investment income in Argentina, mainly linked to the purchase of dollar- and inﬂation‑linked bonds. interest From 2019, in accordance with IFRS 16, ﬁnance costs and other ﬁnancial income and expenses also include interest expenses on leases along with income on ﬁnance subleasing arrangements. The increase in this item mainly results from the effect of changes in the scope of consolidation following the integration of Grupo BIG at June 1, 2022 (12 months in 2023 compared with seven months in 2022), as well as growth in the number of leased stores. Other ﬁnancial income and expenses consist for the most part of interest expense on deﬁned beneﬁt obligations, taxes on ﬁnancial transactions, late interest payable on certain liabilities and the effects of hyperinﬂation in Argentina. In 2023, other ﬁnancial income and expenses also included interest income relating to the reduction in the purchase price for Grupo BIG in Brazil (see Note 5.4.2.1.1). Income tax expense The income tax expense for 2023 amounted to 439 million euros, i.e., an effective tax rate of 32.8%, compared with the 408 million euro expense recorded in 2022, which corresponded to an effective tax rate of 20.7%. This 12‑point increase in the effective tax rate reﬂects (i) the increase in unrecognised deferred tax assets at Grupo BIG in Brazil in 2023 and (ii) the fact that the effective tax rate in 2022 had been very favourably impacted by the recognition of a tax credit relating to prior ﬁscal years in Brazil and by reversals of tax provisions following expiry of the statute of limitations. In both years, the effective tax rate was improved by the recognition of tax credits relating to prior years in France. Apart from these factors, the 2023 effective tax rate reﬂects the geographical breakdown of income before tax, with no other items signiﬁcantly distorting the tax proof. Net income/(loss) attributable to non‑controlling interests The net loss attributable to non‑controlling interests came to 17 million euros in 2023, versus net income of 218 million euros in 2022. This decrease mainly reﬂects the signiﬁcant reduction in net income in Brazil in 2023. Net income from continuing operations – Group share As a result of the items described above, the Group share of net income from continuing operations amounted to 930 million euros in 2023, a decrease of 438 million euros compared to the 2022 ﬁgure. Net income/(loss) from discontinued operations – Group share Discontinued operations represented net income – Group share of 729 million euros in 2023, versus a net loss of 21 million euros in 2022. This increase reﬂects the 0.75 billion euro disposal gain recorded on the sale of the Carrefour Taiwan subsidiary on June 30, 2023 (see Note 5.4.2.1.3). 300 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com BUSINESS REVIEW AS OF DECEMBER 31, 2023 Group financial position and cash flows 5.2 Group financial position and cash flows 5.2.1 SHAREHOLDERS’ EQUITY At December 31, 2023, shareholders’ equity stood at 13,387 million euros, compared with 13,186 million euros at December 31, 2022, representing an increase of 201 million euros. The increase mainly reﬂects: net income for the year of 1,642 million euros; the purchase of own shares for 802 million euros, including costs, in 2023, carried out in four tranches of 200 million euros each; ■ ■ ■ ■ ■ the launch of the Carrefour Invest employee share ownership plan on March 1, 2023, which resulted in a capital increase of 75 million euros by Carrefour SA; the sale of Carrefour Taiwan on June 30, 2023, resulting in (i) the unwinding of the EUR/TWD currency swap (negative impact of 46 million euros net of tax), (ii) the reversal of positive translation adjustments (negative impact of 52 million euros) and (iii) the derecognition of non‑controlling interests (negative impact of 185 million euros); 2022 dividends paid in an amount of 475 million euros, of which 405 million euros to Carrefour SA shareholders and 70 million euros to non‑controlling shareholders, relating to the Spanish and Brazilian subsidiaries; ■ positive translation adjustments of 63 million euros resulting from the slight appreciation of the Brazilian real and the Polish zloty versus end‑2022, partially offset by the major decrease in the value of the Argentine peso. 5.2.2 NET DEBT Consolidated net debt (including discontinued operations) amounted to 2,560 million euros at December 31, 2023 compared to 3,378 million euros at December 31, 2022, as restated for IFRS 3. This amount breaks down as follows: (in millions of euros) Bonds and notes Other borrowings Commercial paper Total borrowings excluding derivative instruments recorded in liabilities Derivative instruments recorded in liabilities TOTAL BORROWINGS of which borrowings due in more than one year of which borrowings due in less than one year Other current ﬁnancial assets (1) Cash and cash equivalents TOTAL CURRENT FINANCIAL ASSETS NET DEBT Net debt of discontinued operations NET DEBT INCLUDING DISCONTINUED OPERATIONS December 31, 2023 December 31, 2022 IFRS 3 restated 8,077 1,226 122 9,425 63 9,487 7,264 2,224 638 6,290 6,928 2,560 − 2,560 7,697 1,223 490 9,410 148 9,558 6,912 2,646 728 5,216 5,944 3,614 (236) 3,378 (1) The current portion of amounts receivable from finance subleasing arrangements is not included in this caption (see Note 14.2.5 to the consolidated financial statements). Long- and short‑term borrowings (excluding derivatives) mature at different dates, through 2031 for the longest tranche of bond debt, as shown below: (in millions of euros) Due within 1 year Due in 1 to 2 years Due in 2 to 5 years Due beyond 5 years TOTAL BORROWINGS (EXCLUDING DERIVATIVE INSTRUMENTS RECORDED IN LIABILITIES) December 31, 2023 December 31, 2022 2,161 1,179 4,087 1,998 9,425 2,498 1,514 3,799 1,599 9,410 Cash and cash equivalents totalled 6,290 million euros at December 31, 2023 compared with 5,216 million euros at December 31, 2022, representing 1,074 million euros. UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 301 1 2 3 4 5 6 7 8 9 5 BUSINESS REVIEW AS OF DECEMBER 31, 2023 Group financial position and cash flows 5.2.3 STATEMENT OF CASH FLOWS Net debt (including discontinued operations) decreased by 818 million euros in 2023, after increasing by 745 million euros in 2022 as restated for IFRS 3. The change is analysed in the Group’s simpliﬁed statement of cash ﬂows presented below: 2022 IFRS 3 restated Variation (in millions of euros) OPENING NET DEBT (1) Cash ﬂow from operations Change in working capital requirement Change in consumer credit granted by the ﬁnancial services companies Impact of discontinued operations Net cash (used in)/from operating activities - total Acquisitions of property and equipment and intangible assets (2) Proceeds from the disposal of property and equipment and intangible assets - Business‑related Change in amounts receivable from disposals of non‑current assets and due to suppliers of non‑current assets Impact of discontinued operations Free cash ﬂow 2023 (3,378) 4,032 775 (104) (54) 4,650 (1,850) 473 (124) (11) 3,138 (2,633) 3,968 108 135 8 4,219 (1,861) 379 55 (36) 2,756 Payments related to leases (principal and interest) net of subleases payments received (1,161) (1,047) Finance costs, net (3) Impact of discontinued operations Net free cash ﬂow Acquisitions of investments Disposal of investments Change in treasury stock and other equity instruments Decrease in capital of Carrefour SA Proceeds from share issues to non‑controlling interests Dividends paid Other (including effect of changes in exchange rates) Impact of discontinued operations Decrease/(Increase) in net debt CLOSING NET DEBT (1) (310) (45) 1,622 (27) 1,078 (118) (609) 47 (481) (479) (216) 818 (336) (111) 1,262 (980) 100 (96) (657) 3 (481) 132 (30) (745) (2,560) (3,378) (745) 64 667 (239) (62) 430 11 94 (179) 25 382 (114) 26 66 360 953 977 (23) 48 44 − (611) (186) 1,563 818 (1) (2) (3) Closing net debt for 2022 and opening net debt for 2023 have been restated for the reduction in Grupo BIG’s acquisition price, in accordance with IFRS 3. In 2022, capital expenditure included the acquisition of the two last Makro Atacadista stores on a full ownership basis for 21 million euros, bringing the total to 29 acquired stores at December 31, 2022. This item was restated in an amount of 52 million euros for financial income on dollar- and inflation‑linked investments made by Carrefour Argentina during 2023. 302 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com BUSINESS REVIEW AS OF DECEMBER 31, 2023 Group financial position and cash flows ■ ■ a 74 million euro increase in acquisitions of property, plant and equipment and intangible assets, net of disposals, reflecting the costs of converting Grupo BIG stores, partly offset by an increase in asset disposals compared to 2022 (in particular the sale and leaseback transaction in Brazil); a 114 million euro increase in net payments related to leases, reflecting (i) a scope effect due to the integration of Grupo BIG in Brazil from June 1, 2022, (ii) the increase in the number of leaseback leased stores following the various sale and transactions in Brazil and Spain, and (iii) the increase in rents following price indexation. In 2023, net free cash ﬂow came to 1,622 million euros, (compared with 1,262 million euros in 2022). The 360 million euro increase reﬂects the following main factors: ■ ■ a 64 million euro improvement in cash flow from operations, reflecting a 106 million euro reduction in tax paid, due in particular to the use of tax credits recognised in 2022 by the Brazilian subsidiary Atacadão, partly offset by a 54 million euro fall in recurring operating income before depreciation and amortisation; a 429 million euro improvement in the change in working capital requirement (including consumer credit granted by the financial services companies), reflecting better control of inventories and payables in a hyperinflationary environment, which led to a reduction of three days in the value of inventories relative to cost of sales; 5.2.4 FINANCING AND LIQUIDITY RESOURCES The Group’s main measures for strengthening its overall liquidity consist of: ■ ■ ■ ■ promoting prudent financing strategies in order to ensure that the Group’s credit rating allows it to raise funds on the bond and commercial paper markets; maintaining a presence in the debt market through regular debt issuance programmes, mainly in euros, in order to create a balanced maturity profile. The Group’s issuance capacity under its Euro Medium‑Term Notes (EMTN) programme totals 12 billion euros; using the 5 billion euro commercial paper programme on Euronext Paris, described in a prospectus filed with the Banque de France; maintaining undrawn medium‑term bank facilities that can be drawn down at any time according to the Group’s needs. At December 31, 2023, the Group had two undrawn syndicated lines of credit obtained from a pool of leading banks, for a total of 3.9 billion euros. In June 2019, Carrefour amended these two credit facilities, incorporating an innovative Corporate Social Responsibility (CSR) component in the first CSR‑linked credit transaction in the European Retail sector. In May 2021, Carrefour exercised the option to extend its two credit facilities from June 2025 to June 2026. The option was applied to more than 99% of the Group’s banking facilities. Group policy consists of keeping these facilities on stand‑by to support the commercial paper programme. The loan agreements for the syndicated lines of credit include the usual commitment clauses, including pari passu, negative pledge, change of control and cross‑default clauses and a clause restricting substantial sales of assets. The pricing grid may be adjusted up or down to reflect changes in the long‑term credit rating. The main transactions in 2023 included two Sustainability‑Linked Bond issues indexed to the Group’s two greenhouse gas emissions goals, for a total amount of 1.25 billion euros, the redemption of two bond issues for a total amount of 0.96 billion euros, and several ﬁnancing transactions by the Brazilian subsidiary Atacadão. These in Note 5.4.2.3. transactions are described The Group considers that its liquidity position is robust. It has sufficient cash reserves to meet its debt repayment obligations in the coming year. The Group’s debt proﬁle is balanced, with no peak in reﬁnancing needs across the remaining life of bond debt, which averaged 3.8 years as of December 31, 2023, compared with 3.6 years as of December 31, 2022. 5.2.5 RESTRICTIONS ON THE USE OF CAPITAL RESOURCES There are no material restriction on the Group’s ability to recover or use the assets and settle the liabilities of foreign operations, except for those resulting from local regulations in its host countries. The local supervisory authorities may require banking subsidiaries to comply with certain capital, liquidity and other ratios and to limit their exposure to other Group parties. At December 31, 2023, there was no restricted cash. 5.2.6 EXPECTED SOURCES OF FUNDING To meet its commitments, Carrefour can use its free cash ﬂow and raise debt capital using its EMTN and commercial paper programmes, as well as its credit lines. 1 2 3 4 5 6 7 8 9 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 303 5 BUSINESS REVIEW AS OF DECEMBER 31, 2023 Outlook 5.3 Outlook The Group’s objectives for 2026, as well as the situations at end‑2023 and end‑2022, are detailed below: Operational objectives End of 2022 End of 2023 33% of food sales 36% of food sales Carrefour‑brand products Convenience store openings Atacadão store openings Reduction in energy consumption - - -14% (1) -10% +653 +92 -21% (1) 2026 objective 40% of food sales +2,400 vs. 2022 >+200 vs. 2022 -27.5% in 2026 vs. 2019 (at Group level) -22% -20% in 2024 vs. 2019 (France) ESG objectives End of 2022 End of 2023 2026 objective Sales of certiﬁed sustainable products €5.1bn (2) €5.3bn (2) Top 100 suppliers to adopt a 1.5°C trajectory Employees with disabilities Financial objectives E‑commerce GMV Cost savings Net free cash ﬂow (3) Capital expenditure Cash dividend growth 27% 11,281 44% 13,358 End of 2022 End of 2023 €4.2bn €1,010m €1,262m €1,861m €5.3bn €1,060m €1,622m €1,850m €0.56 (+8%) €0.87 (+55%) €8bn 100% 15,000 2026 objective €10bn €4bn (cumul. 2023‑2026) >€1.7bn €2.0bn/year >+5%/year (1) (2) (3) These figures exclude Brazil. The 2019 baseline is currently being recalculated for the recently acquired Grupo BIG scope, so as to include Brazil in this indicator in 2024. In 2023, energy consumption per sq.m. of sales area was 459.5 kWh for the Group (including Brazil). Sales of national brand products with “sustainable fishing” and “sustainable forest” labels are not currently taken into account and will be added to the calculations in 2024. Net free cash flow corresponds to free cash flow after net finance costs and net lease payments. It includes cash‑out for exceptional expenses. 304 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com BUSINESS REVIEW AS OF DECEMBER 31, 2023 Other information Amendments to IAS 8 – Accounting Policies, Changes in Accounting Estimates and Errors: Definition of Accounting Estimates; Amendments to IAS 12 – Income Taxes: Deferred Tax related to Assets and Liabilities Arising from a Single Transaction; International Tax Reform – Pillar Two Model Rules. The application of IFRS 17 – Insurance Contracts had no impact on the Group’s consolidated ﬁnancial statements. The application of the amendments had no material impact on the Group’s consolidated ﬁnancial statements either. 5.4 Other information 5.4.1 ACCOUNTING PRINCIPLES The accounting policies used to prepare the consolidated ﬁnancial statements for the year ended December 31, 2023 are the same as those used for the 2022 consolidated ﬁnancial statements, except for the following standard and amendments whose application is mandatory as of January 1, 2023: ■ ■ ■ ■ ■ IFRS 17 – Insurance Contracts; Amendments Application of IFRS 17 and IFRS 9 – Comparative Information; Insurance Contracts: IFRS 17 – to Initial Amendments to IAS 1 – Presentation of Financial Statements and IFRS Practice Statement 2: Disclosure of Accounting Policies; ADOPTED BY THE EUROPEAN UNION BUT NOT YET APPLICABLE Standards, amendments and interpretations Amendments to IAS 1 – Presentation of Financial Statements: Classiﬁcation of Liabilities as Current or Non‑current; Non‑current Liabilities with Covenants Amendments to IFRS 16 – Leases: Lease Liability in a Sale and Leaseback NOT YET ADOPTED BY THE EUROPEAN UNION Standards, amendments and interpretations Amendments to IAS 7 – Statement of Cash Flows and IFRS 7 – Financial instruments: Disclosures: Supplier Finance Arrangements Amendments to IAS 21 – The Effects of Changes in Foreign Exchange Rates: Lack of Exchangeability (1) Subject to adoption by the European Union. Effective date January 1, 2024 January 1, 2024 Effective date (1) January 1, 2024 January 1, 2025 Carrefour does not expect the application of the above amendments to have a material impact on its consolidated ﬁnancial statements. UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 305 1 2 3 4 5 6 7 8 9 5 BUSINESS REVIEW AS OF DECEMBER 31, 2023 Other information 5.4.2 SIGNIFICANT EVENTS OF THE YEAR 5.4.2.1 Main acquisitions and disposals in 2023 5.4.2.1.1 Acquisitions in 2023 Main acquisitions completed in 2023 CORA BANNER (ROMANIA) – BUSINESS COMBINATION In April 2023, Carrefour entered into an agreement with the Louis Delhaize group to acquire its activities in Romania, including ten Cora hypermarkets and nine Cora Urban stores, with almost 2,400 employees. This transaction will consolidate Carrefour’s presence in Romania, with hypermarkets in prime locations that will be converted to the Carrefour formats and banner. After receiving clearance from the local competition authority, the acquisition was completed on October 31, 2023 for non‑material price. In accordance with IFRS 3 – Business Combinations, following the Group’s preliminary measurement of the assets acquired and liabilities assumed at the acquisition date, provisional goodwill in the the amount of 3 million euros was at consolidated December 31, 2023 in Romania. ﬁnancial in respect of the Cora acquisition in position recognised statement of Main acquisitions in progress at December 31, 2023 CORA AND MATCH BANNERS (FRANCE) 115 supermarkets On July 12, 2023, Carrefour announced that it had entered into an agreement with the Louis Delhaize group to acquire the Cora and Match banners in France, which operate 60 hypermarkets and some respectively, 24,000 people. This acquisition will enable the Group to reaffirm its leadership in food retail in France, with the acquired stores offering a very strong geographical ﬁt with Carrefour, particularly in the east and north of the country. employ and The transaction values the acquired assets on the basis of an enterprise value of 1.05 billion euros and will be paid entirely in cash. Subject to certain customary conditions, particularly approval by the French competition authority, the transaction is expected to close in the summer of 2024. STORES OPERATING UNDER THE SUPERCOR BANNER (SPAIN) On September 20, 2023, Carrefour Spain reached an agreement with El Corte Inglés to acquire 47 supermarkets and convenience stores under the Supercor banner, employing around 850 people. This transaction values the acquired assets on the basis of an enterprise value of 60 million euros and is expected to be completed by June 30, 2024. Follow‑up to the acquisition of Grupo BIG (Brazil) in 2022 – reduction in purchase price and final opening balance sheet On March 24, 2021, Carrefour Brazil entered into an agreement with Advent International and Walmart for the acquisition of Grupo BIG, Brazil’s third biggest food retailer. The acquiree reals reported net sales of around 20 billion Brazilian (approximately 3.1 billion euros) in 2021 and operates a multi‑format network of 388 stores, including 181 owned stores. Carrefour Brazil’s Extraordinary Shareholders’ Meeting and CADE, the Brazilian competition authority, approved this transaction on May 19, 2022 and May 25, 2022, respectively (subject to the disposal of 14 stores which took effect before June 30, 2023). The acquisition was ﬁnalised on June 1, 2022, with payment made on June 6, 2022. The preliminary purchase price for the entire share capital of Grupo BIG was 7,465 million Brazilian reals (1,471 million euros at the exchange rate as of the transaction date), which broke down as follows: ■ ■ a cash payment of 5,292 million Brazilian reals (approximately 1 billion euros), representing 70% of the baseline price plus various preliminary earn‑outs for 42 million Brazilian reals (approximately 8 million euros), including 900 million Brazilian reals (139 million euros) paid as part of a downpayment in March 2021; a share‑based payment of 117 million new Carrefour Brazil shares (representing 30% of the baseline price), with a fair value of (approximately Brazilian 430 million euros) at June 6, 2022. 2,173 million reals As this was a transaction with minority shareholders, the impact of paying for 30% of Grupo BIG in Carrefour Brazil shares was recognised in consolidated equity for approximately 180 million euros attributable to the Carrefour group and approximately 250 million euros attributable to non‑controlling interests. The agreement also provided for an earn‑out that would have been paid six months after completion of the transaction if the Carrefour Brazil share price had exceeded the reference value of 19.26 Brazilian reals. No earn‑out was paid in 2022, as the price of the Carrefour Brazil share was 15.10 Brazilian reals at December 6, 2022. Developments in 2023 (Advent Discussions between the sellers International and Walmart) and the buyer (Carrefour Brazil) under the terms of the Grupo BIG acquisition contract led the parties to agree on a ﬁrm price reduction of 900 million Brazilian reals (paid in two instalments of 350 and 550 million Brazilian reals respectively) and a potential further reduction of up to 100 million Brazilian reals. This agreement was signed on March 31, 2023 with the following two conditions precedent: ■ ■ immediate payment of the first tranche of 350 million Brazilian reals (317 million Brazilian reals after minor adjustments); provision by the sellers of a first demand guarantee from a leading bank. The agreement was ﬁnalised on April 11, 2023 following the satisfaction of both conditions precedent. to In addition reals paid on the 350 million Brazilian April 11, 2023, the agreement mainly provides for the following price reductions: ■ a second tranche of 550 million reals was to be paid 60 days after the publication of Carrefour Brazil’s 2023 annual consolidated financial statements. The 550 million reals, which bear interest at SELIC rates calculated as from April 11, 2023 were paid in full in August 2023; 306 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com ■ an additional variable receivable of up to 100 million Brazilian reals, calculated using a metric agreed by the stakeholders. This top‑up also bears interest at SELIC rates calculated as from April 11, 2023. The acquisition price for Grupo BIG is 6,687 million Brazilian reals (or 1,318 million euros at the exchange rate on the transaction date), the 900 million Brazilian real price reduction at June 1, 2022. discounting present value after to Carrefour Brazil also increased the provisions set aside for labour and tax risks (net of associated deferred tax) by a non‑material amount of 33 million Brazilian reals. In accordance with IFRS 3 – Business Combinations, the price reduction and other adjustments occurring within 12 months of the acquisition’s closing are recognised retrospectively in Grupo BIG’s opening balance sheet with an offsetting adjustment to goodwill (see Note 4 to the consolidated ﬁnancial statements for more details on the restatement of the consolidated statement of ﬁnancial position at December 31, 2022). Grupo BIG’s ﬁnal opening balance sheet at June 1, 2022, as included in the Group’s consolidated ﬁnancial statements as from June 30, 2023, is presented in Note 2.1.1.3 to the 2023 consolidated ﬁnancial statements. 5.4.2.1.2 Partnerships in 2023 CREATION OF THE ENTITY UNLIMITAIL IN PARTNERSHIP WITH PUBLICIS GROUPE On November 8, 2022, the Carrefour group and Publicis Groupe announced their intention to create a joint entity in the fast‑growing retail media market in continental Europe and Latin America. On June 15, 2023, this intention became a reality with the announcement of the launch of Unlimitail (51% owned by Carrefour and 49% by Publicis). The company has been fully consolidated in the Carrefour group’s ﬁnancial statements since that date. Unlimitail will partner with retailers and brands, bringing retail expertise and connectivity to these regions. Unlimitail combines one of Publicis’ most advanced technologies, “CitrusAd powered by Epsilon”, with Carrefour Links’ in‑depth knowledge of retail media. CREATION OF THE ENTITY VILLES ET COMMERCES IN FRANCE IN PARTNERSHIP WITH NEXITY One of the objectives of the Carrefour 2026 strategic plan is to enhance the Group’s real estate assets in France through the development of mixed‑use real estate projects. To that end, on July 6, 2023, the Group announced that it has joined forces with Nexity to develop 76 sites covering all Carrefour Retail formats (hypermarkets, supermarkets and convenience stores). This long‑term partnership will enable Carrefour and Nexity to develop mixed‑use programmes with high environmental performance for housing, serviced residences, retail outlets, offices and hotels. On November 30, 2023, the Villes et Commerces property venture (80% owned by Carrefour and 20% by Nexity) was created to hold the land following an initial contribution of 69 sites by Carrefour and 39 million euros in cash by Nexity. As this was a transaction with a minority shareholder, its impact was recognised in consolidated shareholders’ equity in an amount of 18 million euros net of transaction costs. The remaining seven sites will be contributed to the venture in 2024. BUSINESS REVIEW AS OF DECEMBER 31, 2023 Other information 5.4.2.1.3 Disposals effective in 2023 SALE OF CARREFOUR TAIWAN On July 19, 2022, the Group signed an agreement to sell its entire interest in its Taiwanese subsidiary (i.e., 60%) to the Uni‑President group (holder of the remaining 40%). As the applicable conditions precedent were met, particularly clearance from the local competition authority obtained in May 2023, this agreement resulted in loss of control of the subsidiary on June 30, 2023. The preliminary sale price is 31.1 billion New Taiwan dollars, representing 1.0 billion euros (after taking account of currency hedging). The disposal gain, amounting to approximately 0.75 billion euros, was recognised within net income from discontinued operations. This is because Carrefour Taiwan represents a separate major geographic area of operations and has therefore been treated as a discontinued operation in accordance with IFRS 5 – Non‑current Assets Held for Sale and Discontinued Operations since the date its disposal was announced. As a reminder, on March 14, 2022, a ﬁre broke out in a logistics centre leased by Carrefour in the Yang Mei district of Taiwan. A claim was submitted to the Group’s insurance companies in this respect. Losses incurred as a result of destroyed inventories and equipment were recorded in 2022 against the payout receivable from insurers classiﬁed under other current assets. The same applies to the estimated operating losses for 2022 and ﬁrst‑half 2023. In June 2023, further to their ﬁnal conclusions, the Group’s insurance companies paid the balance of the compensation recognised for the damage incurred, after deducting the two instalments already paid last year. The related impacts are recorded in net income from discontinued operations for the periods concerned. DISPOSAL OF THE ENTITY QUITOQUE (FRANCE) Quitoque, a specialist in home‑delivered meal kits acquired by Carrefour Omnicanal in 2018, was sold to Terence Capital on October 31, 2023. The disposal loss net of transaction costs amounted in non‑recurring items for 2023. to 13 million euros and was recognised 5.4.2.1.4 Closure of unprofitable former Grupo BIG stores (Brazil) CLOSURE OF THE TODO DIA BANNER In December 2023, the Group decided to close the 94 soft discount stores operated under the Todo Dia banner (acquired in 2022 at the time of the Grupo BIG acquisition) due to unproﬁtability. The assets of the directly‑owned stores (around 50% of the total) are in the process of being sold to various buyers outside of the food retail sector. CLOSURE OF HYPERMARKETS AND SUPERMARKETS OPERATING UNDER THE BOMPREÇO AND NACIONAL BANNERS the Group also decided In December 2023, to close 16 hypermarkets (acquired in 2022 at the time of the Grupo BIG acquisition and since converted to Carrefour stores) and 13 supermarkets (acquired in 2022 at the time of the Grupo BIG acquisition and operated under the Bompreço and Nacional banners) due to unproﬁtability. The assets of the directly‑owned stores (around a third of the total) are in the process of being sold to various buyers. UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 307 1 2 3 4 5 6 7 8 9 5 BUSINESS REVIEW AS OF DECEMBER 31, 2023 Other information CLASSIFICATION AS ASSETS HELD FOR SALE IFRS 5, the assets of 122 of In accordance with the 123 above‑mentioned stores were classiﬁed within assets held for sale and related liabilities at December 31, 2023, and measured at the lower of their net carrying amount and fair value less costs to sell. An impairment loss of around 540 million Brazilian reals (around 100 million euros) was recognised in non‑recurring items in 2023 to bring the value of the assets into line with their estimated market prices. In accordance with Group accounting policies, other costs associated with these closures have also been recognised in non‑recurring items for approximately 310 million Brazilian reals (approximately 60 million euros). 5.4.2.1.5 Sale and leaseback transactions in 2023 SALE AND LEASEBACK TRANSACTION (BRAZIL) On May 12, 2023, Carrefour Brazil announced that it had entered into exclusive negotiations with Barzel, a real estate investment and asset management company, with a view to the sale and leaseback of ﬁve stores and four warehouses, for a total of i.e., approximately approximately 1.2 billion Brazilian 220 million euros. reals CADE, transaction on June 12, 2023. the Brazilian competition authority, approved the With negotiations on the agreements ﬁnalised and the other conditions precedent satisﬁed, these assets have been leased to Carrefour since June 30, 2023 (date of the transaction’s completion and the signing of the leases for ﬁxed 20‑year terms, with a ﬁve‑year renewal option). This transaction led to the recognition of around 10 million euros in non‑recurring income. SALE AND LEASEBACK TRANSACTION (SPAIN) On December 1, 2023, the premises of six Spanish hypermarkets were sold to the property company Realty Income, with disposal proceeds net of transaction costs representing 114 million euros. With negotiations on the agreements ﬁnalised and the other conditions precedent satisﬁed, these assets have been leased to Carrefour since December 1, 2023 (date of the transaction’s completion and the signing of the leases for ﬁxed ten‑year terms, with three ﬁve‑year renewal options). This transaction led to the recognition of non‑recurring income in an amount that was close to zero. As a reminder, the premises of 16 other Spanish hypermarkets had previously been sold and subsequently leased back to the same buyer (Realty Income) as from 2020 as part of sale and leaseback arrangements. 5.4.2.2 Simplification of the organisation as part of the transformation plan On November 8, 2022, the Group presented its new strategic plan, Carrefour 2026, to accelerate its transformation, following on from its previous strategic plan. The plan draws on the Group’s raison d’être, its commitment to the food transition for all, and its digital‑driven omni‑channel model. The Carrefour 2026 plan has two pillars: commitment to making the best accessible to all our customers; building a cutting‑edge Group. ■ ■ The second pillar structure leveraging digitalisation. in order to optimise our involves transforming our organisational internal operations by In early June 2023, Carrefour France initiated a dialogue process with its employee representatives concerning a transformation project for its various French headquarters, with the aim of safeguarding competitiveness over the long term, boosting performance and agility and simplifying the organisation, all of which will beneﬁt our stores. The proposed new organisational structure was presented to the employee representatives on June 26, 2023. At that time, Carrefour conﬁrmed that the collective contractual termination agreement plan (Rupture Conventionnelle Collective) currently under discussion with the involve a maximum of employee 979 departures, on a strictly voluntary basis. Following four negotiation sessions, the Rupture Conventionnelle Collective was signed on July 12, 2023 by the trade unions representing a large majority of the employees concerned. representatives will The amount of the related provision recognised in the consolidated ﬁnancial statements for the six‑month period ended June 30, 2023 was calculated based on various assumptions and represented the best estimate of the costs that the Group expected to incur in relation to the plan (see Note 5.1.2). This transformation plan was rolled out in the second half of 2023. The related provision still to be recognised at December 31, 2023 will cover costs that will mostly be disbursed in 2024. 5.4.2.3 Securing the Group’s long‑term financing In 2023, the Group carried out two new Sustainability‑Linked Bond issues, indexed to two greenhouse gas emission targets: ■ ■ a 500 million euro issue on May 2, 2023, maturing in seven and a half years (due in October 2030) and paying a coupon of 3.75%; a 750 million euro issue on November 7, 2023, maturing in eight years (due in November 2031) and paying a coupon of 4.375%. These bonds were issued as part of a ﬁnancing strategy aligned with the Group’s CSR objectives and ambitions as well as the Sustainability‑Linked Bond Framework of its Euro Medium‑Term Notes (EMTN) programme published in June 2021, whose CSR component was revised and enhanced in May 2022. In addition, on June 12, 2023, the Group redeemed 500 million euros’ worth of 0.88% ﬁve‑year bonds. On June 14, 2023, the Group subsequently redeemed 500 million US dollars’ worth of convertible, non‑dilutive 0% six‑year bonds. These transactions guarantee the Group’s liquidity over the short and medium term in an unstable economic environment, and are part of the strategy to ensure the necessary ﬁnancing is in place to meet Carrefour’s needs. The average maturity of Carrefour SA’s bond debt was 3.8 years at end‑December 2023, compared with 3.6 years at end‑December 2022. FINANCING OF THE BRAZILIAN SUBSIDIARY ATACADÃO Following on from the 2021 and 2022 transactions, Carrefour’s Brazilian subsidiary Atacadão has set up ﬁnancing arrangements in 2023 enabling it to secure its medium- and long‑term needs. 308 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com a. Bonds and notes On April 27, 2023, Atacadão redeemed debenture‑type debt representing 500 million Brazilian reals (approximately 93 million euros at the December 31, 2023 exchange rate) maturing in ﬁve years and paying a coupon of 105.75% of the CDI (Certiﬁcado de Depósito Interbancário) rate. Conversely, on June 2, 2023, the Brazilian subsidiary issued simple unsecured, non‑convertible debentures (Certiﬁcado de Recebíveis do Agronegócio – CRA) for an amount of 930 million Brazilian the (approximately December 31, 2023 exchange rate) in three series: 174 million euros at reals BUSINESS REVIEW AS OF DECEMBER 31, 2023 Other information The remaining 4 billion Brazilian reals were drawn down in July 2023 to refinance the first RCF, which fell due and was repaid. These intra‑group RCF loans, totalling 8.2 billion Brazilian reals at December 31, 2023, are qualiﬁed as net investments in foreign operations and are therefore remeasured at fair value through equity. They are hedged in an amount of 4.1 billion Brazilian reals by derivatives classiﬁed as net investment hedges. At December 31, 2023, the Group was rated BBB with a stable outlook by Standard & Poor’s and Baa1 with a stable outlook by Moody’s. an initial series for 330 million Brazilian reals, with a coupon of CDI +0.95% and a maturity of three years; 5.4.2.4 Payment of the 2022 dividend in cash ■ ■ a second series for 468 million Brazilian reals, representing a coupon of 111.20% of the CDI after hedging and a maturity of four years; ■ a third series for 132 million Brazilian reals, with a coupon of CDI +1.00% and a maturity of five years. b. Bank loans covered by Brazil’s law 4131/1962 US dollar bank ﬁnancing facilities were ﬁnalised on immediately swapped for a total of January 10, 2023 and 2,293 million Brazilian reals. On December 20, 2023, Atacadão repaid the ﬁnancing falling due and, the same day, renewed these euro and US dollar bank facilities, which were immediately swapped for a total of 2,323 million Brazilian reals (approximately 434 million euros at the December 31, 2023 exchange rate), with maturities ranging from 12 to 24 months. On April 14, 2023, new euro- and US‑dollar bank ﬁnancing facilities with a two‑year maturity were put in place, immediately swapped for a total of 744 million Brazilian reals, which enabled a bank loan maturing on the same date to be repaid. The repaid loan amounted to 750 million Brazilian reals. Two bank loans matured in May 2023: one of 793 million Brazilian reals on May 5 and one of 568 million Brazilian reals on May 8 the December 31, 2023 (approximately 254 million euros at exchange rate). In June 2023, two other bank loans were repaid, one on June 5 for an amount of 1,014 million Brazilian reals and one on June 7 for an amount of 568 million Brazilian reals (approximately 296 million euros at the December 31, 2023 exchange rate). On September 20, 2023, two other bank ﬁnancing facilities were repaid in an amount of 527 million Brazilian reals (approximately 99 million euros at the December 31, 2023 exchange rate). c. Inter‑company financing As a reminder, in 2022, two inter‑company ﬁnancing lines were set up between the companies Carrefour Finance and Atacadão: ■ the first revolving credit facility (RCF) for an amount of 4 billion Brazilian reals bearing annual interest at 12% falls due in July 2023; ■ the second RCF for 1.9 billion Brazilian reals, bearing annual interest at 14.25%, has a maturity of three years. In 2023, another inter‑company ﬁnancing line was set up between the companies Carrefour Finance and Atacadão: ■ the third RCF for 6.3 billion Brazilian reals (approximately 1.2 billion euros at the December 31, 2023 exchange rate), bearing annual interest at 14.95%, has a three‑year maturity and was drawn for 2.3 billion Brazilian reals in the first half of 2023. At the Shareholders’ Meeting held on May 26, 2023, the shareholders decided to set the 2022 dividend at 0.56 euros per share to be paid entirely in cash. On June 8, 2023, the dividend was paid out in an amount of 405 million euros. 5.4.2.5 Share buyback program As part of its share capital allocation policy, the Group commissioned investment services providers to buy back shares corresponding to a maximum amount of 800 million euros for the Shareholders’ Meetings of 2023, as authorised by June 3, 2022, and May 26, 2023. The objective of the share buybacks is to allow the Group to hold the shares with a view to cancelling them subsequently. The ﬁrst share buyback mandate began on February 27, 2023 and ended on March 31, 2023, with 11,099,084 shares acquired at an average price of 18.02 euros per share for a total amount of 200 million euros. The second share buyback mandate began on May 2, 2023 and ended on July 21, 2023, with 11,687,580 shares acquired at an average price of 17.11 euros per share for a total amount of 200 million euros. On July 26, 2023, the Board of Directors, pursuant to the authorisation granted by the Extraordinary Shareholders’ Meeting of May 26, 2023, decided to decrease the share capital of Carrefour SA by cancelling 26,887,362 treasury shares (including the last shares not yet cancelled, i.e., 4,685,375 shares acquired under representing approximately 3.6% of the share capital. These shares were cancelled on July 28, 2023. the 2022 share buyback programme), The third share buyback mandate began on August 1, 2023 and ended on September 12, 2023, with 11,370,337 shares acquired at an average price of 17.59 euros per share for a total amount of 200 million euros. The fourth share buyback mandate began on October 2, 2023 and ended on November 30, 2023, with 12,040,843 shares acquired at an average price of 16.61 euros per share for a total amount of 200 million euros. On October 25, 2023, the Board of Directors, pursuant to the authorisation granted by the Extraordinary Shareholders’ Meeting of May 26, 2023, decided to decrease the share capital of Carrefour SA by way of cancellation of 11,193,018 treasury shares representing approximately 1.6% of the share capital. These shares were cancelled on that day. 1 2 3 4 5 6 7 8 9 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 309 5 BUSINESS REVIEW AS OF DECEMBER 31, 2023 Other information At December 31, 2023, Carrefour SA had 708,790,816 shares outstanding and, consequently, 17,609,525 treasury shares, representing 2.5% of the share capital. option chosen and/or their country of residence. Shareholders must hold directly‑subscribed shares or FCPE units until May 31, 2028 (inclusive), unless an early release event occurs. 5.4.2.6 Employee share ownership plan On March 1, 2023, the Group launched Carrefour Invest, an international employee share ownership plan. Two options were offered: Carrefour Classic and Carrefour Secure. The reservation period ran from March 1 to March 20, 2023 and the subscription/ revocation period from May 5 to May 9, 2023, with the shares delivered on May 31, 2023. As part of the offer, beneﬁciaries subscribed to Carrefour shares either directly or through a the Company mutual depending (FCPE), fund on The offer entitled employees to a 15% discount on the share price and an employer contribution. The reference price communicated on May 3, 2023 was 18.67 euros (average of the closing prices over the previous 20 days). After application of the 15% discount, the subscription price of the shares for both options stood at 15.87 euros per share. The operation resulted in a Carrefour SA capital increase of 75 million euros (4,713,735 new ordinary shares) and the recognition of an operating expense of approximately 30 million euros in respect of the discount and the employer contribution. 5.4.3 RESTATEMENT OF THE CONSOLIDATED STATEMENT OF FINANCIAL POSITION AT DECEMBER 31, 2022 TO REFLECT THE REDUCTION IN THE ACQUISITION PRICE OF GRUPO BIG IN BRAZIL On March 31, 2023, an agreement was signed with the sellers of Grupo BIG, leading to a ﬁrm reduction in its price for a minimum of 900 million Brazilian reals (see Note 5.4.2.1.1 for further details). In accordance with IFRS 3 – Business Combinations, the price reduction occurring within 12 months of the acquisition’s closing is recognised retrospectively in Grupo BIG’s opening balance sheet with an offsetting adjustment to goodwill. The consolidated statement of ﬁnancial position at December 31, 2022 has therefore been restated for this price reduction (on the line “Other non‑current ﬁnancial assets” for its long‑term portion and on the line “Other current ﬁnancial assets” for its short‑term portion), as well as for other minor adjustments. The impacts of this restatement are presented in Note 4 to the consolidated ﬁnancial statements. 5.4.4 CLIMATE CHANGE The potential impacts of climate change are taken into account in the Group’s strategic plan and risk management. In preparing these consolidated ﬁnancial statements, the Group took these impacts into account in particular when reviewing the useful lives of property and equipment (see Note 7.2 to the consolidated ﬁnancial statements) and performing goodwill impairment tests (see Note 7.3 to the consolidated ﬁnancial statements). In line with the goals set in 2015 by the Paris climate agreement adopted by the COP21, Carrefour raised its objectives to limit global warming in 2021, setting itself the goal of achieving carbon‑neutral stores by 2040 (Scopes 1 and 2) and achieving carbon‑neutral e‑commerce activities by 2030. 2 Carrefour has committed to reducing its CO emissions for Scopes 1 and 2 by 30% by 2025, 50% by 2030 and 70% by 2040 (compared to 2019). These targets for integrated stores (Scopes 1 and 2) are aligned with a greenhouse gas (GHG) emissions reduction trajectory consistent with a “below 1.5°C” scenario. It should be noted that taking into account direct and indirect GHG emissions across Scopes 1, 2 and 3 combined, the Group’s targets are aligned with a trajectory consistent with a “well below 2°C” scenario and have been validated by the Science Based Targets initiative. To do this, the Group aims to reduce the CO emissions produced by its operations at source as much as possible, through three initiatives: 2 ■ use of 100% renewable electricity by 2030, with priority given to on‑site production for self‑consumption or grid feeding, followed by the adoption of power purchase agreements: ■ ■ ■ The Group is therefore stepping up the process to equip its stores with photovoltaic systems (94 in Spain, 14 in France, 13 in Poland, nine in Brazil, six in Belgium and one in Italy at December 31, 2023). In 2023, the Group signed four physical power purchase agreements (covering wind and solar farms) in France, which will produce around 100 GWh per year from 2024, equivalent to the power consumed by 29 hypermarkets. The Group will continue to accelerate the roll‑out of these green energy contracts across all its geographies. In addition, as part of the objective under the Carrefour 2026 strategic plan to produce almost one TWh of electricity per year from 2027 onwards in France, Spain and Brazil, Carrefour has selected a number of partners to produce solar power at more than 500 sites in France and has also begun the selection process to find operators in Spain. The first half of 2024 will be dedicated to finalising contractual frameworks for these partnerships. 310 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com BUSINESS REVIEW AS OF DECEMBER 31, 2023 Other information ■ A reduction in emissions from refrigerant use. Carrefour is committed to phasing out HFC refrigeration units and phasing in systems using natural refrigerants (CO ), which have much lower emission levels, by 2030 in Europe and 2040 in other geographies. Each country has drawn up a roadmap for the renewal of its store base: by the end of 2023, implementation was in line with the targets set for 2030 in Europe. 2 ■ A 27.5% reduction in energy consumption by 2030 (2019 baseline). The investments made (in the form of operating and capital expenditure) will enable Carrefour to reduce energy consumption across the Group by 20% by 2026. Carrefour in France achieved its target of a 20% reduction by 2023. The Group improve energy efficiency through six priority action and technology recommendations for its stores: renovation of commercial cooling systems, doors for refrigeration units, use of electronic speed controllers, use of divisional meters, low consumption LED lighting and technical building management (focused on air conditioning, ventilation and heating). is seeking to 5.4.5 MAIN RELATED‑PARTY TRANSACTIONS The main related‑party transactions are disclosed in Note 9.3 to the consolidated ﬁnancial statements. 5.4.6 SUBSEQUENT EVENTS On January 8, 2024, the Brazilian subsidiary Atacadão issued debentures reals (approximately 280 million euros at the December 31, 2023 exchange rate) in two tranches: for an amount of 1.5 billion Brazilian ■ ■ an initial tranche for 650 million Brazilian reals, with a coupon of CDI +1.2% and a maturity of two years; a second tranche for 850 million Brazilian reals, with a coupon of CDI +1.35% and a maturity of three years; On February 5, 2024, the Brazilian subsidiary Atacadão issued simple, unsecured non‑convertible debentures (Certiﬁcado de Recebíveis do Agronegócio – CRA) for an amount of 1 billion the (approximately Brazilian December 31, 2023 exchange rate) in ﬁve tranches: 187 million euros at reals ■ ■ ■ an initial tranche for 146 million Brazilian reals, with a coupon of CDI +0.85% and a maturity of three years; a second tranche for 61 million Brazilian reals, with a coupon of CDI +0.95% and a maturity of five years; a third tranche for 341 million Brazilian reals, with a coupon of between 109.95% and 110.07% of the CDI (after hedging) and a maturity of three years; 5.4.7 RISK FACTORS ■ ■ a fourth tranche for 196 million Brazilian reals, with a coupon of 110.10% of the CDI (after hedging) and a maturity of five years; a fifth tranche for 256 million Brazilian reals, with a coupon of between 110.80% and 111.20% of the CDI (after hedging) and a maturity of seven years. On January 25, 2024, the Group announced that it had entered into exclusive negotiations with the Intermarché group with a view to acquiring 31 stores. These stores generated sales of around 400 million euros in 2022. The amount of the acquisition is not material. Under the terms of this agreement, Carrefour will replace Intermarché for the purchase of 25 stores from Casino (purchase commitment signed on February 8, 2024), while the remaining six stores will be acquired directly from Intermarché. The Group has undertaken to maintain all employees working in the stores along with their social beneﬁts for a minimum period of 15 months. The transaction is subject to the usual conditions precedent, notably the authorisation of the French competition authority. The transaction is expected to be completed in April 2024 for the stores acquired from Casino and in the second quarter of 2024 for the stores acquired from Intermarché. The risk factors are the same as those set out in Chapter 4 Risk Management of the 2023 Universal Registration Document. UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 311 1 2 3 4 5 6 7 8 9 5 BUSINESS REVIEW AS OF DECEMBER 31, 2023 Glossary of financial indicators 5.5 Glossary of financial indicators Free cash flow Free cash ﬂow corresponds to cash ﬂow from operating activities before net ﬁnance costs and net interests related to lease commitments, after the change in working capital, less net cash from/(used in) investing activities. Net free cash flow Net free cash ﬂow corresponds to free cash ﬂow after net ﬁnance costs and net lease payments. Like for like sales growth Sales generated by stores opened for at least twelve months, excluding temporary store closures, at constant exchange rates, excluding petrol and calendar effects and excluding IAS 29 impact. Organic sales growth Like for like sales growth plus net openings over the past twelve temporary store closures, at constant months, exchange rates. including Gross margin Gross margin is the difference between the sum of net sales, other income, reduced by loyalty programme costs and the cost of goods sold. Cost of sales comprises purchase costs, changes in inventory, the cost of products sold by the ﬁnancial services companies, discounting revenue and exchange rate gains and losses on goods purchased. Recurring operating income (ROI) Recurring operating income is deﬁned as the difference between gross margin and sales, general and administrative expenses, depreciation and amortisation and provisions. Recurring operating income before depreciation and amortisation (EBITDA) income before depreciation Recurring operating and amortisation (EBITDA) excludes depreciation from supply chain activities which is booked in cost of goods sold and excludes non‑recurring items as deﬁned below. Operating income (EBIT) Operating income (EBIT) is deﬁned as the difference between gross margin and sales, general and administrative expenses, items. This depreciation, amortisation and non‑recurring classiﬁcation is applied to certain material items of income and expense that are unusual in terms of their nature and frequency, such as impairment charges, restructuring costs and provision charges recorded to reﬂect revised estimates of risks provided for in prior periods, based on information that came to the Group’s attention during the reporting year. 312 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com BUSINESS REVIEW AS OF DECEMBER 31, 2023 Parent company financial review 5.6 Parent company financial review 5.6.1 BUSINESS AND FINANCIAL REVIEW As the Group’s holding company, Carrefour (the Company) manages a portfolio of shares in French and foreign subsidiaries and affiliates. In 2023, operating income amounted to 191 million euros, up 36 million euros compared with 2022 and essentially comprised costs rebilled to other Group entities. The operating loss recorded in 2023 came to 81 million euros, versus 89 million euros in 2022. Net ﬁnancial income of 1,314 million euros was reported in 2023, improved from a net ﬁnancial expense of 93 million euros recognised in 2022. The 1,407 million euro improvement is mainly explained by (i) the 1,290 million euros in impairment for shares in subsidiaries and affiliates and deﬁcits net of reversals for the year in 2022, compared to net reversals of 64 million euros in 2023 and (ii) the 21 million euro increase in dividends received from subsidiaries during the year. Dividends totalled 1,346 million euros in 2023 compared iwth 1,325 million euros in 2022. Net non‑recurring income for 2023 represented 4 million euros, compared with 26 million euros in 2022. Net income for the year amounted to 1,783 million euros, including a tax beneﬁt of 546 million euros. Other transactions Capital increase following the employee share ownership programme On March 1, 2023, the Carrefour group launched Carrefour Invest, an international employee share ownership plan. As part of the offer, beneﬁciaries subscribed to Carrefour shares either directly or through a Company mutual fund (FCPE), depending on the option chosen and/or their country of residence. The operation resulted in a Carrefour SA capital increase of 75 million euros (4,713,735 new ordinary shares), including 12 million euros in capital and 63 million euros in premiums. Share buyback programmes As part of its share capital allocation policy, the Company commissioned several investment services providers to buy back shares corresponding to a maximum amount of 800 million euros, as authorised by the Shareholders’ Meetings of June 3, 2022 and May 26, 2023. (i) The first tranche of the share buyback programme began on February 27, 2023 and ended on March 31, 2023: with 11,099,084 shares acquired at an average price of 18.02 euros per share for a total amount of 200 million euros. (ii) (iii) (iv) A second tranche of the share buyback programme began on May 2, 2023 and ended on July 21, 2023: with 11,687,580 shares acquired at an average price of 17.11 euros per share for a total amount of 200 million euros. A third tranche of the share buyback programme began on August 1, 2023 and ended on September 12, 2023: with 11,370,337 shares acquired at an average price of 17.59 euros per share for a total amount of 200 million euros. A fourth and final tranche of the share buyback programme began on October 2, 2023 and ended on November 30, 2023: with 12,040,843 shares acquired at an average price of 16.61 euros per share for a total amount of 200 million euros. Capital reductions Following the share buybacks under the above‑mentioned buyback programme, Carrefour SA carried out two capital reductions by cancelling the shares bought back: (i) (ii) an initial capital reduction in July 2023 involving the cancellation of 26,887,362 shares, a second capital reduction in October 2023 involving the cancellation of 11,193,018 shares. Following cancellation of these shares, the share capital was reduced by 95.2 million euros and premiums were reduced by 586.8 million has consequently, 708,790,816 shares 17,609,525 treasury shares, representing approximately 2.5% of the share capital. euros. Carrefour outstanding SA and, therefore Financing transactions In 2023, Carrefour SA carried out two Sustainability‑Linked Bond issues: (i) (ii) a 500 million euro issue on May 2, 2023, maturing in seven and a half years (due in October 2030) and paying a coupon of 3.75%; a 750 million euro issue on November 7, 2023, maturing in eight years (due in November 2031) and paying a coupon of 4.375%. In addition, on June 12, 2023, Carrefour SA redeemed 500 million euros’ worth of 0.88% ﬁve‑year bonds. On June 14, 2023, Carrefour SA subsequently redeemed 500 million dollars’ worth of convertible, non‑dilutive 0% six‑year bonds. UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 313 1 2 3 4 5 6 7 8 9 5 BUSINESS REVIEW AS OF DECEMBER 31, 2023 Parent company financial review Payment cycles of suppliers and customers In accordance with the disclosure requirements of Article L. 441‑6‑1 of the French Commercial Code (Code de commerce), the table below shows the Company's trade payables and trade receivables by due date. Year ended December 31, 2023 (in thousands of euros) Number of invoices Total amount (including VAT) of the invoices Percentage of total amount of purchases (including VAT) over the period Percentage of sales (including VAT) over the period Article D. 441 I‑1: Unpaid and overdue incoming invoices at the reporting date Article D. 441 I‑2: Unpaid and overdue outgoing invoices at the reporting date 0 days 1‑30 days 31‑60 days 61‑90 days 91+ days Total (1 day or more) 0 days 1‑30 days 31‑60 days 61‑90 days 91+ days Total (1 day or more) 9 8 4 133,183 418,995 -20,585 1 5 49 (*) 62 24 4 78,839 477,254 (*) 46,373,584 -293,179 0 0 0 0 7 (*) 11 2,661,313 2,368,134 (*) 0% 0% 0% 0% 0% 0% 37% 0% 0% 0% 2% 2% (B) INVOICES EXCLUDED FROM (A) RELATING TO DOUBTFUL OR UNRECOGNISED PAYABLES AND RECEIVABLES Number of invoices excluded Total amount of invoices excluded none 0 none 0 (C) STANDARD PAYMENT DEADLINES USED (CONTRACTUAL OR LEGAL DEADLINES - ARTICLE L. 441‑6 OR ARTICLE L. 443‑1 OF THE FRENCH COMMERCIAL CODE) Payment deadlines used to calculate late payments The contractual deadlines applied fall within a 20- to 60‑day period. X Contractual deadlines et Legal deadlines. The contractual deadlines applied fall within a 20- to 60‑day period. X Contractual deadlines et Legal deadlines. (*) Mainly correspond to intragroup invoices. 314 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com BUSINESS REVIEW AS OF DECEMBER 31, 2023 Parent company financial review 5.6.2 INVESTMENTS IN SUBSIDIARIES AND AFFILIATES As part of its effort to manage its equity portfolio, during the year the Company subscribed to Carrefour Italy's capital increase in the amount of 30 million euros. 5.6.3 INCOME APPROPRIATION It is recommended that the Shareholders' Meeting allocate distributable income as follows: (in millions of euros) Net income for the year Allocation to the legal reserve Retained earnings at December 31, 2023 Income available for distribution 2023 dividends paid out of distributable proﬁt (1) Balance of retained earnings after allocation €1,782,775,148.32 -€ €2,543,249,909.41 €4,326,025,057.73 €601,327,723.17 €3,724,697,334.56 (1) Calculated based on shares eligible for dividends after deduction of treasury shares at December 31, 2023. The amount of retained earnings includes the dividends not paid out on treasury shares. In the event of a change in the number of shares eligible for dividends with respect to the 708,790,816 shares comprising the share capital at December 31, 2023, 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. It is speciﬁed, in accordance with current tax regulations, that the total dividend amount of 601,327,723.17 euros, which represents a dividend of 0.87 euros per share eligible for dividends (after deduction of 17,609,525 treasury shares at December 31, 2023) before payroll taxes and the mandatory ﬂat‑rate withholding tax (prélèvement forfaitaire obligatoire non libératoire) provided for in Article 117 quater of the French General Tax Code, qualiﬁes, for individuals who are resident in France for tax purposes, for the 40% tax relief described in section 2 of paragraph 3 of Article 158 of the French General Tax Code, if the taxpayer elects to be taxed at the progressive income tax rate. The dividend to be distributed will be allocated on May 28, 2024 and will become payable on May 30, 2024. 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 2019 2020 2021 2022 €0.23 €0.48 €0.52 €0.56 €0.23 €0.48 €0.52 €0.56 - - - - 5.6.4 RESEARCH AND DEVELOPMENT The Company does not implement any research and development policy. 1 2 3 4 5 6 7 8 9 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 315 5 BUSINESS REVIEW AS OF DECEMBER 31, 2023 Parent company financial review 5.6.5 RECENT DEVELOPMENTS See the Group's management report at December 31, 2023 for information on the 2024 outlook for the entire Company, its subsidiaries and the Group's equity‑accounted associates and joint ventures. 5.6.6 COMPANY EARNINGS PERFORMANCE IN THE LAST FIVE FINANCIAL YEARS (in millions of euros) I - Capital at year‑end Share capital Issue and merger premiums 2023 2022 2021 2020 2019 1,772 15,493 1,855 16,017 1,940 16,587 2,044 17,183 2,018 17,082 Number of existing ordinary shares 708,790,816 742,157,461 775,895,892 817,623,840 807,265,504 II - Results of operations for the ﬁnancial year Net income before tax, employee proﬁt‑sharing and depreciation, amortisation and provisions Income tax Employee proﬁt‑sharing payable for the ﬁnancial year Net income after tax, employee proﬁt‑sharing and depreciation, amortisation and provisions Distributed income III – Net income per share Net income after tax and employee proﬁt‑sharing but before depreciation, amortisation and provisions Net income after tax, employee proﬁt‑sharing and depreciation, amortisation and provisions Net dividend allocated to each share (1) IV - Employees Average number of employees during the ﬁnancial year Amount of payroll for the ﬁnancial year (2) Amount paid as employee beneﬁts for the ﬁnancial year (social security, social services) (2) 1,215 546 1,783 (1) 601 2.48 2.52 0.87 5 11 3 1,158 375 223 405 474 319 837 380 565 102 550 383 116 181 266 184 2.07 1.02 0.82 0.37 0.30 0.56 5 9 2 1.08 0.52 4 9 2 0.67 0.48 5 13 3 0.33 0.23 5 16 6 (1) Set by the Board of Directors and to be submitted for approval to the Ordinary Shareholders' Meeting. (2) Excluding expenses related to the performance share plan 316 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com 6 CONSOLIDATED FINANCIAL STATEMENTS AS OF DECEMBER 31, 2023 6.1 Consolidated income statement 318 6.5 Consolidated statement of changes 6.2 Consolidated statement of comprehensive income 6.3 Consolidated statement of financial position 6.4 Consolidated statement of cash flows 322 in shareholders’ equity 319 6.6 Notes to the consolidated financial statements 320 6.7 Statutory Auditors’ report on the consolidated financial statements 324 325 422 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 317 6 CONSOLIDATED FINANCIAL STATEMENTS AS OF DECEMBER 31, 2023 Consolidated income statement The consolidated statement of ﬁnancial position at December 31, 2022 has been restated in accordance with IFRS 3 – Business Combinations to reﬂect the changes affecting the opening balance sheet of Grupo BIG in Brazil (see Notes 2.1.1.3 and 4). Argentina is classiﬁed as a hyperinﬂationary economy within the meaning of in Hyperinﬂationary Economies is therefore applicable to the Financial Reporting IAS 29 – IFRS. consolidated ﬁnancial the year ended statements December 31, 2023. Comparative data for 2022 have also been adjusted for inﬂation. for The consolidated ﬁnancial statements are presented in millions of euros, rounded to the nearest million. As a result, there may be rounding differences between the amounts reported in the various statements. 6.1 Consolidated income statement (in millions of euros) Net sales Loyalty program costs Net sales net of loyalty program costs Other revenue Total revenue Cost of sales Gross margin from recurring operations 2023 2022 % change Notes 6.1 83,270 81,385 (993) (842) 82,276 80,543 6.1 2,632 2,546 84,908 83,089 6.2 (68,278) (66,776) 16,630 16,313 2.3% 18.0% 2.2% 3.4% 2.2% 2.2% 1.9% 3.1% Sales, general and administrative expenses, depreciation and amortisation 6.2 (14,367) (13,936) Recurring operating income 2,264 2,377 (4.7)% Net income/(loss) from equity‑accounted companies 9 44 50 (12.6)% Recurring operating income after net income from equity‑accounted companies 2,308 2,427 (4.9)% Non‑recurring income and expenses, net Operating income Finance costs and other ﬁnancial income and expenses, net Finance costs, net Net interests related to leases Other ﬁnancial income and expenses, net Income before taxes Income tax expense Net income/(loss) from continuing operations Net income/(loss) from discontinued operations NET INCOME/(LOSS) FOR THE YEAR Group share of which net income/(loss) from continuing operations – Group share of which net income/(loss) from discontinued operations – Group share Attributable to non‑controlling interests of which net income/(loss) from continuing operations – attributable to non‑controlling interests of which net income/(loss) from discontinued operations – attributable to non‑controlling interests 6.3 14.6 10.1 2.1.3 (558) 1,749 (410) (258) (208) 56 1,339 (439) 900 742 1,642 1,659 930 729 (17) (30) 13 36 (1654.8)% 2,463 (29.0)% (490) (336) (167) (16.3)% (23.4)% 25.1% 13 331.8% 1,973 (408) 1,564 (32.1)% 7.6% (42.5)% 1 53067.3% 1,566 1,348 1,368 (21) 218 196 4.9% 23.1% (32.0)% 3614.4% (108.0)% (115.4)% 22 (42.5)% 318 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com CONSOLIDATED FINANCIAL STATEMENTS AS OF DECEMBER 31, 2023 Consolidated statement of comprehensive income Basic earnings per share (in euros) Notes 2023 2022 % change Net income/(loss) from continuing operations – Group share – per share Net income/(loss) from discontinued operations – Group share – per share Net income/(loss) – Group share – per share 13.6 13.6 13.6 1.30 1.02 2.32 1.85 (29.4)% (0.03) 3748.3% 1.82 27.8% Diluted earnings per share (in euros) Notes 2023 2022 % change Net income/(loss) from continuing operations – Group share – per share Net income/(loss) from discontinued operations – Group share – per share Net income/(loss) – Group share – per share 13.6 13.6 13.6 1.29 1.01 2.31 1.83 (29.4)% (0.03) 3748.0% 1.80 27.8% 6.2 Consolidated statement of comprehensive income (in millions of euros) Net income/(loss) – Group share Net income – Attributable to non‑controlling interests Net income/(loss) for the year Effective portion of changes in the fair value of cash ﬂow hedges (1) Changes in debt instruments at fair value through other comprehensive income Exchange differences on translation of intercompany loans qualifying as net investment of foreign operations, net of hedge effect (2) Exchange differences on translating foreign operations (3) Items that may be reclassiﬁed subsequently to proﬁt or loss Remeasurements of deﬁned beneﬁt plans obligation (4) Changes in the fair value of equity instruments through other comprehensive income Items that will not be reclassiﬁed subsequently to proﬁt or loss Other comprehensive income/(loss) after tax TOTAL COMPREHENSIVE INCOME/(LOSS) Group share Attributable to non‑controlling interests These items are presented net of the tax effect (see Note 13.4). Notes 13.4 13.4 13.4 13.4 12.1/13.4 13.4 2023 1,659 (17) 1,642 (93) (29) (6) 9 (119) (29) 0 (28) (147) 1,495 1,463 32 2022 1,348 218 1,566 115 (19) (11) 380 464 131 0 131 595 2,161 1,815 346 (1) (2) (3) (4) The currency swap eligible for cash flow hedge accounting, set up by the Group in 2022 in order to hedge the risk of unfavourable changes in the New Taiwan dollar up to the amount of the Group’s share in the value of Carrefour Taiwan, was settled when Carrefour Taiwan was sold, generating an expense of 46 million euros net of tax (see Note 2.1.3). To a lesser extent, this item also includes swaps in Spain and France taken out to hedge the risk of unfavourable changes in energy prices for electricity and biomethane, respectively (see Note 14.7.6). In 2023 and 2022, Carrefour Finance granted two intra‑group revolving credit facilities (RCF) to the Brazilian subsidiary Atacadão for 2.3 billion Brazilian reals and 5.9 billion Brazilian reals respectively. These facilities were treated as part of the net investment in that operation. The derivatives contracted to hedge part of the facilities were classified as a net investment hedge (see Note 2.3). Exchange differences recognised on translating foreign operations in 2023 result from contrasting movements, namely, exchange losses arising on the major decrease in the value of the Argentine peso and on the reversal of positive translation adjustments recognised by Carrefour Taiwan at the time of its sale, representing 52 million euros. These exchange losses were offset by the increase in the value of the Brazilian real and the Polish zloty. Exchange differences in 2022 mainly reflected the significant increase in the value of the Brazilian real. Remeasurement of the net defined benefit liability recognised in 2023 reflects the decline in discount rates applied for the eurozone, from 3.80% at end‑December 2022 to 3.20% at end‑December 2023 (see Note 12.1). In 2022, these discount rates had increased sharply, from 0.80% at end‑December 2021 to 3.80% at end‑December 2022. 1 2 3 4 5 6 7 8 9 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 319 6 CONSOLIDATED FINANCIAL STATEMENTS AS OF DECEMBER 31, 2023 Consolidated statement of financial position 6.3 Consolidated statement of financial position ASSETS (in millions of euros) Goodwill Other intangible assets Property and equipment Investment property Right‑of‑use assets Investments in companies accounted for by the equity method Other non‑current ﬁnancial assets Consumer credit granted by the ﬁnancial services companies – portion due in more than one year Deferred tax assets Other non‑current assets Non‑current assets Inventories Trade receivables Consumer credit granted by the ﬁnancial services companies – portion due in less than one year Other current ﬁnancial assets Tax receivables Other current assets Cash and cash equivalents Assets held for sale Current assets TOTAL ASSETS Notes December 31, 2023 December 31, 2022 IFRS 3 restated 7.1 7.1 7.2 7.4 8.1 9.1 14.5 6.5 10.2 6.4 6.4 6.4 6.5 14.2 6.4 6.4 14.2 2.1.4 8,712 1,552 12,360 262 4,464 1,142 1,229 1,911 395 697 32,723 6,544 3,269 4,644 685 824 1,008 6,290 184 23,448 56,171 8,644 1,499 12,612 279 4,190 1,197 1,251 1,867 475 609 32,622 6,893 3,330 4,111 771 948 1,025 5,216 1,641 23,935 56,558 320 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com CONSOLIDATED FINANCIAL STATEMENTS AS OF DECEMBER 31, 2023 Consolidated statement of financial position SHAREHOLDERS’ EQUITY AND LIABILITIES (in millions of euros) Share capital Consolidated reserves (including net income) Shareholders’ equity, Group share Shareholders’ equity attributable to non‑controlling interests Total shareholders’ equity Borrowings – portion due in more than one year Lease commitments – portion due in more than one year Provisions Consumer credit ﬁnancing – portion due in more than one year Deferred tax liabilities Tax payables – portion due in more than one year Non‑current liabilities Borrowings – portion due in less than one year Lease commitments – portion due in less than one year Suppliers and other creditors Consumer credit ﬁnancing – portion due in less than one year Tax payables – portion due in less than one year Other current payables Liabilities related to assets held for sale Current liabilities TOTAL SHAREHOLDERS’ EQUITY AND LIABILITIES Notes December 31,2023 December 31, 2022 IFRS 3 restated 13.2 13.5 14.2 8.2 11 6.5 10.2 6.4 14.2 8.2 6.4 6.5 6.4 6.4 1,772 9,767 11,539 1,848 13,387 7,264 3,894 4,012 1,931 300 57 17,458 2,224 1,007 14,242 3,771 1,222 2,860 − 25,326 56,171 1,855 9,289 11,144 2,042 13,186 6,912 3,574 3,979 1,550 365 85 16,464 2,646 955 14,393 3,592 1,182 2,943 1,196 26,907 56,558 1 2 3 4 5 6 7 8 9 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 321 6 CONSOLIDATED FINANCIAL STATEMENTS AS OF DECEMBER 31, 2023 Consolidated statement of cash flows 6.4 Consolidated statement of cash flows (in millions of euros) Income before taxes OPERATING ACTIVITIES Income tax paid Depreciation and amortisation expense Gains and losses on disposal of assets and other Change in provisions and impairment Finance costs, net Net interests related to leases Share of proﬁt and dividends received from equity‑accounted companies Impact of discontinued operations (1) Cash ﬂow from operations Change in working capital requirement (2) Impact of discontinued operations (1) Net cash (used in)/from operating activities (excluding ﬁnancial services companies) Change in consumer credit granted by the ﬁnancial services companies Net cash (used in)/from operating activities – total INVESTING ACTIVITIES 2023 1,339 (343) 2,295 55 93 258 208 38 89 4,032 775 (54) 4,754 (104) 4,650 2022 1,973 (449) 2,236 (165) (371) 336 167 26 215 3,968 108 8 4,085 135 4,219 Acquisitions of property and equipment and intangible assets (3) (1,850) (1,882) Acquisitions of non‑current ﬁnancial assets Acquisitions of subsidiaries and investments in associates (4) Proceeds from the disposal of subsidiaries and investments in associates (5) Proceeds from the disposal of property and equipment and intangible assets (6) Proceeds from the disposal of non‑current ﬁnancial assets Change in amounts receivable from disposals of non‑current assets and due to suppliers of non‑current assets (3) Investments net of disposals – subtotal Other cash ﬂows from investing activities Impact of discontinued operations (1) Net cash (used in)/from investing activities – total (21) (6) 1,067 474 10 (124) (450) (64) (225) (739) (45) (914) 94 380 6 55 (2,306) 207 (34) (2,134) 322 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com CONSOLIDATED FINANCIAL STATEMENTS AS OF DECEMBER 31, 2023 Consolidated statement of cash flows (in millions of euros) FINANCING ACTIVITIES Carrefour SA capital increase/(decrease) (7)(8) Proceeds from share issues to non‑controlling interests Dividends paid by Carrefour SA (9) Dividends paid to non‑controlling interests Change in treasury stock and other equity instruments (8) Change in current ﬁnancial assets (10) Issuance of bonds (10) Repayments of bonds (10) Net ﬁnancial interests paid Other changes in borrowings (10) Payments related to leases (principal) (11) Net interests paid related to leases (11) Impact of discontinued operations (1) Net cash (used in)/from ﬁnancing activities – total Net change in cash and cash equivalents before the effect of changes in exchange rates Effect of changes in exchange rates (12) NET CHANGE IN CASH AND CASH EQUIVALENTS Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year of which cash and cash equivalents at end of year from continuing operations of which cash and cash equivalents at end of year from discontinued operations 2023 2022 (609) 47 (405) (76) (118) 69 1,425 (1,053) (184) (563) (1,000) (209) (45) (2,719) 1,192 (353) 838 5,451 6,290 6,290 − (657) 3 (380) (101) (96) (7) 2,633 (1,081) (194) 774 (925) (164) (132) (326) 1,759 (11) 1,748 3,703 5,451 5,216 235 (1) (2) (3) (4) (5) (6) (7) (8) (9) This caption reflects the classification of cash flows relating to discontinued operations in accordance with IFRS 5. The reclassified cash flows correspond almost exclusively to the disposal of Carrefour Taiwan, effective June 30, 2023 (see Note 2.1.3). The change in working capital requirement is set out in Note 6.4. Acquisitions include operational investments in growth formats, in particular those relating to the Grupo BIG store conversions and the Group’s digitalisation. In 2022, this line mainly corresponded to the cash payment in respect of the acquisition of the entire share capital of Grupo BIG in Brazil (excluding the downpayment in March 2021) for 866 million euros (4,392 million Brazilian reals). This item corresponds to the disposal of Carrefour Taiwan for a preliminary amount of 1.0 billion euros (see Note 2.1.3). In 2022, this item corresponded mainly to the sale of the Group’s interest in a variety of equity‑accounted companies, including Mestdagh in Belgium for 41 million euros, Ploiesti Shopping City in Romania for 30 million euros and CarrefourSA in Turkey for 14 million euros. This line mainly corresponds to the sale and leaseback of five stores and four warehouses in Brazil and six hypermarkets in Spain (see Note 2.1.5) and the sale of store premises and businesses to franchisees in France. In 2022, this line corresponded mainly to the sale and leaseback of nine hypermarkets and five supermarkets in Spain and the sale of store premises and businesses to franchisees in France and Italy. In 2023, Carrefour SA’s capital was increased by 75 million euros following the implementation of the “Carrefour Invest” plan (see Note 2.6). These lines correspond to the 800 million euro share buyback programme (see Note 2.5) implemented in 2023 in four 200 million euro buyback mandates. Following decisions by the Board of Directors, 682 million euros worth of shares (including associated costs) were cancelled on July 28, 2023 and October 25, 2023 (including the 95 million euros worth of shares acquired under the 2022 share buyback programme and not yet cancelled). The shares covered by the 2023 programme, which were still held in treasury at December 31, 2023, are presented within “Change in treasury stock and other equity instruments”. In 2022, this item corresponded to the share buyback programme for 750 million euros implemented between March and May 2022, of which, following decisions by the Board of Directors, 401 million euros worth of shares (including associated costs) were cancelled on April 20, 2022 and another 256 million euros worth (including associated costs) were cancelled on June 3, 2022. The shares covered by this programme, which were still held in treasury at December 31, 2022, were presented within “Change in treasury stock and other equity instruments”. The dividend approved by the Shareholders’ Meeting of May 26, 2023 was paid entirely in cash on June 8, 2023 for an amount of 405 million euros (see Note 2.4). In 2022, the dividend was paid entirely in cash on June 9, 2022 for 380 million euros. (10) Note 14.2 provides a breakdown of net debt. Changes in liabilities arising from ﬁnancing activities are detailed in Note 14.4. In 2023, changes in current ﬁnancial assets mainly reﬂect the 900 million Brazilian real (approximately 145 million euro) reduction in the ﬁrm price received for Grupo BIG (see Note 2.1.1.3), partially offset by the purchase of dollar- and inﬂation‑linked investments in Argentina. (11) In accordance with IFRS 16, payments under leases along with any related interest are shown in ﬁnancing cash ﬂows. (12) Exchange differences in 2023 mainly relate to the major devaluation of the Argentine peso during the year. 1 2 3 4 5 6 7 8 9 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 323 6 CONSOLIDATED FINANCIAL STATEMENTS AS OF DECEMBER 31, 2023 Consolidated statement of changes in shareholders’ equity 6.5 Consolidated statement of changes in shareholders’ equity (in millions of euros) Shareholders’ equity, Group share Foreign exchange translation reserve Share (1) capital Fair value (2) reserve Other consolidated reserves and net income Total Shareholders’ equity, Group share Total Non- controlling interests Total Shareholders’ equity Shareholders’ equity at December 31, 2021 1,940 (1,990) Net income/(loss) for the year 2022 Other comprehensive income/(loss) after tax (3) Total comprehensive income/(loss) 2022 Share‑based payments Treasury stock (net of tax) (4) 2021 dividend payment (5) Change in capital and additional paid‑in capital Effect of changes in scope of consolidation and other movements (7) (5) − − − − − − (84) − − 258 258 − − − − 62 Shareholders’ equity at December 31, 2022 1,855 (1,670) Net income/(loss) for the year 2023 Other comprehensive income/(loss) after tax (3) Total comprehensive income/(loss) 2023 Share‑based payments Treasury stock (net of tax) (4) 2022 dividend payment (5) Change in capital and additional paid‑in capital Effect of changes in scope of consolidation and other movements (7) (5)(6) − − − − − − (83) − − (48) (48) − − − − (1) (4) − 83 83 − − − − − 78 − (120) (120) − − − − − 10,305 10,251 1,579 11,830 1,348 127 1,474 21 (96) (380) (570) 126 1,348 467 1,815 21 (96) (380) (655) 188 218 128 346 1 − (127) 3 241 1,566 595 2,161 22 (96) (507) (651) 429 10,881 11,144 2,042 13,186 1,659 (28) 1,631 52 (118) (405) (524) 11 1,659 (196) 1,463 52 (118) (405) (607) 10 (17) 49 32 1 − (70) 8 (165) 1,848 1,642 (147) 1,495 53 (118) (475) (599) (155) 13,387 Shareholders’ equity at December 31, 2023 1,772 (1,719) (42) 11,528 11,539 (1) (2) (3) (4) (5) (6) (7) At December 31, 2023, the share capital was made up of 708,790,816 ordinary shares (see Note 13.2.1). This item comprises: - the hedge reserve (effective portion of changes in the fair value of cash flow hedges); - the financial asset fair value reserve (changes in the fair value of financial assets carried at fair value through other comprehensive income); - exchange differences on translation of intercompany loans qualifying as net investments in foreign operations, net of the hedge effect. In 2023, this item includes the impact of unwinding the EUR/TWD currency swap following the disposal of Carrefour Taiwan, representing a negative 46 million euros net of tax. This instrument had been set up in 2022 to hedge the risk of unfavourable fluctuations in the New Taiwan dollar. This item also includes the 35 million euro decrease in the fair value of Flink shares. In 2023, the Group’s share of exchange differences recognised on translating foreign operations mainly reflects the major decrease in the value of the Argentine peso, as well as the reversal of the positive translation adjustments recognised by Carrefour Taiwan further to its disposal at June 30 (see Note 2.1.3), partially offset by the slight increase in the value of the Brazilian real and Polish zloty versus December 31, 2022. In 2022, other comprehensive income after tax reflected both the significant increase in the value of the Brazilian real and, under other consolidated reserves and net income, the remeasurement of the net defined benefit liability following the strong increase in discount rates applied for the eurozone. The 2022 dividend distributed by Carrefour SA, totalling 405 million euros, was paid entirely in cash. The 2021 dividend distributed by Carrefour SA, totalling 380 million euros, was paid entirely in cash. Dividends paid to non‑controlling interests mainly concern the Spanish and Brazilian subsidiaries for an amount of 70 million euros in 2023, and 127 million euros in 2022. The 800 million euro share buyback programme, authorised by the Shareholders’ Meetings of June 3, 2022 and May 26, 2023, was implemented in 2023 in four 200 million euro buyback mandates, representing a total of 46,197,844 shares. Carrefour SA’s share capital was reduced by cancelling 38,080,380 shares, including 26,887,362 shares on July 28, 2023 and 11,193,018 shares on October 25, 2023, representing a total of 682 million euros (see Note 2.5). Following cancellation of these shares, Carrefour SA has 17,609,525 treasury shares, representing approximately 2.5% of the share capital at December 31, 2023. In 2022, a 750 million euro share buyback programme was launched in two tranches of 400 million euros and 350 million euros, corresponding to a total of 38,423,806 shares. Carrefour SA’s share capital was subsequently reduced by cancelling 33,738,431 shares. Following cancellation of these shares, Carrefour SA had 11,544,870 treasury shares, representing approximately 1.6% of the share capital at December 31, 2022. On March 1, 2023, the Group launched Carrefour Invest, an international employee share ownership plan. The transaction resulted in a capital increase of 75 million euros (4,713,735 new ordinary shares) by Carrefour SA (see Note 2.6). In 2023, the effect of changes in the scope of consolidation and other movements mainly corresponds to the disposal of Carrefour Taiwan and to the creation of the entity Villes et Commerce in France in partnership with Nexity (see Note 2.1.2). In 2022, the effect of changes in the scope of consolidation and other movements related mainly to the acquisition of Grupo BIG for the portion paid in newly issued Carrefour Brazil shares (see Note 2.1.1.3). 324 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com CONSOLIDATED FINANCIAL STATEMENTS AS OF DECEMBER 31, 2023 Notes to the consolidated financial statements 6.6 Notes to the consolidated financial statements NOTE 1 BASIS OF PREPARATION OF THE CONSOLIDATED FINANCIAL STATEMENTS NOTE 2 SIGNIFICANT EVENTS OF THE YEAR NOTE 3 SCOPE OF CONSOLIDATION NOTE 5 SEGMENT INFORMATION NOTE 6 OPERATING ITEMS NOTE 7 INTANGIBLE ASSETS, PROPERTY AND EQUIPMENT, INVESTMENT PROPERTY NOTE 8 LEASES NOTE 9 INVESTMENTS IN COMPANIES ACCOUNTED FOR BY THE EQUITY METHOD NOTE 10 INCOME TAX NOTE 11 PROVISIONS AND CONTINGENT LIABILITIES NOTE 12 NUMBER OF EMPLOYEES, EMPLOYEE COMPENSATION AND BENEFITS NOTE 13 EQUITY AND EARNINGS PER SHARE NOTE 14 FINANCIAL ASSETS AND LIABILITIES, FINANCE COSTS AND OTHER FINANCIAL INCOME AND EXPENSES NOTE 15 OFF‑BALANCE SHEET COMMITMENTS NOTE 16 SUBSEQUENT EVENTS NOTE 17 AUDITORS’ FEES NOTE 18 LIST OF CONSOLIDATED COMPANIES 326 329 336 342 344 355 364 367 370 373 375 388 392 409 410 411 412 1 2 3 4 5 6 7 8 9 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 325 6 CONSOLIDATED FINANCIAL STATEMENTS AS OF DECEMBER 31, 2023 Notes to the consolidated financial statements NOTE 1 BASIS OF PREPARATION OF THE CONSOLIDATED FINANCIAL STATEMENTS The consolidated ﬁnancial statements for the year ended December 31, 2023 were approved for publication by the Board of Directors on February 20, 2024. They will be submitted for ﬁnal approval at the Annual Shareholders’ Meeting. Carrefour SA “Company”) (the 93, avenue de Paris, 91300 Massy. is domiciled in France at Carrefour is one of the world’s leading food retailers (in terms of stores and e‑commerce), operating in over 40 countries with an omni‑channel model. The Group operates directly in eight countries, including six in Europe (France, Spain, Italy, Belgium, Poland and Romania) and two in Latin America (Brazil and Argentina), and has a network of integrated stores, stores under lease management contracts and franchised stores in a variety of formats (hypermarkets, supermarkets, convenience stores, club stores, cash & carry and soft discount). In the other geographies (especially the Middle East, Africa and Asia), the Group operates through local partners who are managing and expanding a network of stores under Carrefour banners. Carrefour also offers ﬁnancial services to its customers in France, Spain, Belgium and Brazil (consumer credit and insurance). The consolidated ﬁnancial statements for the year ended December 31, 2023 reﬂect the ﬁnancial position and results of operations of the Company and its subsidiaries (together “Carrefour” or the “Group”), along with the Group’s share of the proﬁts and losses and net assets of equity‑accounted associates and joint ventures. The presentation currency of the consolidated ﬁnancial statements is the euro, which is the Company’s functional currency. 1.1 Statement of compliance In accordance with European Regulation (EC) 1606/2002 dated July 19, 2002, the 2023 consolidated ﬁnancial statements have been prepared in compliance with the International Financial Reporting Standards (IFRS) as adopted for use in the European Union as of December 31, 2023 and applicable at that date, with 2022 comparative standards. information prepared using the same All of the standards and interpretations endorsed by the European Union are published in the Official Journal of the European Union, which can be accessed in the EUR‑Lex. At December 31, 2023, the standards and interpretations adopted for use in the European Union were the same as those published by the International Accounting Standards Board (IASB) and applicable at that date. 1.2 Changes in accounting policies The accounting policies used to prepare the consolidated ﬁnancial statements for the year ended December 31, 2023 are the same as those used for the 2022 consolidated ﬁnancial statements, except for the following standard and amendments whose application is mandatory as of January 1, 2023: ■ ■ ■ ■ ■ IFRS 17 – Insurance Contracts; Amendments Application of IFRS 17 and IFRS 9 – Comparative Information; Insurance Contracts: IFRS 17 – to Initial Amendments to IAS 1 – Presentation of Financial Statements and IFRS Practice Statement 2: Disclosure of Accounting Policies; Amendments to IAS 8 – Accounting Policies, Changes in Accounting Estimates and Errors: Definition of Accounting Estimates; Amendments to IAS 12 – Income Taxes: Deferred Tax related to Assets and Liabilities Arising from a Single Transaction; International Tax Reform – Pillar Two Model Rules. The application of IFRS 17 – Insurance Contracts had no impact on the Group’s consolidated ﬁnancial statements. The application of the amendments had no material impact on the Group’s consolidated ﬁnancial statements either. ADOPTED BY THE EUROPEAN UNION BUT NOT YET APPLICABLE Standards, amendments and interpretations Amendments to IAS 1 – Presentation of Financial Statements: Classiﬁcation of Liabilities as Current or Non‑current; Non‑current Liabilities with Covenants Amendments to IFRS 16 – Leases: Lease Liability in a Sale and Leaseback NOT YET ADOPTED BY THE EUROPEAN UNION Standards, amendments and interpretations Amendments to IAS 7 – Statement of Cash Flows and IFRS 7 – Financial instruments: Disclosures: Supplier Finance Arrangements Amendments to IAS 21 – The Effects of Changes in Foreign Exchange Rates: Lack of Exchangeability (1) Subject to adoption by the European Union. Effective date January 1, 2024 January 1, 2024 Effective date (1) January 1, 2024 January 1, 2025 Carrefour does not expect the application of the above amendments to have a material impact on its consolidated ﬁnancial statements. 326 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com CONSOLIDATED FINANCIAL STATEMENTS AS OF DECEMBER 31, 2023 Notes to the consolidated financial statements 1.3 Other regulatory developments 1.3.1 International Tax Reform – Pillar Two France has transposed the Pillar Two international tax reform into its national law. As Carrefour SA is incorporated under French law, the reform is applicable to all jurisdictions in which the Group operates pursuant to Pillar Two rules. The impact of applying the reform is currently being analysed. The overall impact on the Group is not however thought to be material given the tax rates in the jurisdictions where the Group operates. 1.3.2 Pension reform in France Following the enactment of France’s amended social security ﬁnancing law no. 2023‑270 on April 15, 2023, the pension reform has been taken into account in determining provisions for deﬁned beneﬁt plans at December 31, 2023: the changes brought about by this reform have been analysed as a plan amendment within the meaning of IAS 19; the impact has been treated accordingly as a past service cost and therefore recognised in operating income. 1.3.3 Accrual of paid leave during a period of absence from work in France Three rulings handed down by the French Supreme Court (Cour de cassation) on September 13, 2023 overturn French provisions on paid leave and absence from work, and conﬁrm the principle that European Union (EU) law takes precedence over national law. These rulings improve employees’ rights to paid leave while they are off work, and amendments are expected to the Labour Code in order to bring it into line with EU law. Following this ruling, a provision was recognised at December 31, 2023 based on a retroactive period of three years. This provision was recorded in non‑recurring income and expenses for prior years (2019 to 2022), and in recurring operating income for the portion relating to 2023 (see Note 6.3). 1.4 Use of estimates and judgement Preparation of consolidated ﬁnancial statements involves the use of Group Management estimates and assumptions that may affect the reported amounts of certain assets, liabilities, income and expenses, as well as the disclosures contained in the notes. These estimates and assumptions are reviewed at regular intervals by Group management to ensure that they are reasonable in light of past experience and the current economic situation. Depending on changes in those assumptions, actual results may differ from current estimates. In addition to using estimates, Group management exercises its judgement when determining the appropriate accounting treatment of certain transactions and activities and how it should be applied. The estimates and judgements applied for the preparation of these consolidated ﬁnancial statements mainly concern: ■ ■ ■ measurement of rebates and commercial Note 6.2.1); income (see useful lives of operating assets (see Note 7); definition of cash‑generating units (CGUs) for the purpose of impairment tests on non‑current assets other than goodwill (see Note 7.3); ■ ■ ■ ■ ■ ■ ■ ■ measurement of the recoverable amount of goodwill, other intangible assets and property and equipment (see Note 7.3); measurement of right‑of‑use assets and lease commitments in accordance with IFRS 16 – Leases (see Note 8); measurement of impairment of loans granted by the financial services companies (see Notes 6.5.1 and 14.7.4.2) as well as provisions for credit risk on loan commitments (see Note 11.1); measurement of fair value of identifiable assets acquired and liabilities assumed in business combinations (see Note 3.1); recognition of deferred tax assets and some tax credits (see Note 10) and determination of uncertainties in income taxes under IFRIC 23; measurement of provisions for contingencies and other business‑related provisions (see Note 11); assumptions used post‑employment benefit obligations (see Note 12.1); to calculate pension and other determination of the level of control or influence exercised by the Group over investees (see Notes 3 and 9). 1.5 Seasonal fluctuations in business Like those of other retailers, Carrefour’s sales are subject to signiﬁcant seasonal ﬂuctuations, with the result that comparisons between the consolidated ﬁnancial statements for the ﬁrst and second halves of the year are not particularly meaningful. This is particularly the case for recurring operating income and cash ﬂow generation between the two periods. The Group’s second‑half sales are traditionally higher than those for the ﬁrst half, due to increased activity in December. Most of the operating expenses on the other hand – such as payroll costs, depreciation and amortisation – are spread more or less evenly over the year. As a result, the Group’s recurring operating income is generally lower in the ﬁrst half than in the second. Cash ﬂows generated by the Group are also strongly impacted by seasonal trends, with working capital requirement rising sharply in the ﬁrst half as a result of the large volume of supplier payments due at the beginning of the year for the purchases made ahead of the previous year’s peak selling period in December. 1.6 Conflict in Ukraine The Group does not do business in Ukraine, Russia or Belarus. It does not hold any assets or interests in entities in these countries, nor is it party to any franchise agreements. In addition, the Group’s exposure to the Russian and Belarusian markets is not deemed to be material. The Group is not materially affected by the trade restrictions and sanctions imposed by certain governments on Russia. However, the Group is impacted to some extent by the macro‑economic consequences of the conﬂict, particularly due to the resulting energy price ﬂuctuations, which have led to the recognition of higher energy costs in the ﬁnancial statements since 2022. its macroeconomic The Group is closely monitoring the development of the conﬂict and operational consequences, particularly in its integrated countries bordering Ukraine (Poland and Romania). potentially and 1 2 3 4 5 6 7 8 9 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 327 6 CONSOLIDATED FINANCIAL STATEMENTS AS OF DECEMBER 31, 2023 Notes to the consolidated financial statements 1.7 Climate change The potential impacts of climate change are taken into account in the Group’s strategic plan and risk management. In preparing these consolidated ﬁnancial statements, the Group took these impacts into account in particular when reviewing the useful lives of property and equipment (see Note 7.2) and performing goodwill impairment tests (see Note 7.3). In line with the goals set in 2015 by the Paris Climate agreement adopted by the COP21, Carrefour raised its objectives to limit global warming in 2021, setting itself the goal of achieving carbon‑neutral stores by 2040 (Scopes 1 and 2) and achieving carbon‑neutral e‑commerce activities by 2030. 2 Carrefour has committed to reducing its CO emissions for Scopes 1 and 2 by 30% by 2025, 50% by 2030 and 70% by 2040 (compared to 2019). These targets for integrated stores (Scopes 1 and 2) are aligned with a greenhouse gas (GHG) emissions reduction trajectory consistent with a “below 1.5°C” scenario. It should be noted that taking into account direct and indirect GHG emissions across Scopes 1, 2 and 3 combined, the Group’s targets are aligned with a trajectory consistent with a “well below 2°C” scenario and have been validated by the Science Based Targets initiative. To do this, the Group aims to reduce the CO emissions produced by its operations at source as much as possible, through three initiatives: 2 ■ use of 100% renewable electricity by 2030, with priority given to on‑site production for self‑consumption or grid feeding, followed by the adoption of power purchase agreements: ■ ■ ■ The Group is therefore stepping up the process to equip its stores with photovoltaic systems (94 in Spain, 14 in France, 13 in Poland, nine in Brazil, six in Belgium and one in Italy at December 31, 2023). In 2023, the Group signed four Physical Power Purchase Agreements (covering wind and solar farms) in France, which from 2024, will produce around 100 GWh per year equivalent to the power consumed by 29 hypermarkets. The Group will continue to accelerate the roll‑out of these green energy contracts across all its geographies. In addition, as part of the objective under the Carrefour 2026 strategic plan to produce almost one TWh of electricity per year from 2027 onwards in France, Spain and Brazil, Carrefour has selected a number of partners to produce solar power at more than 500 sites in France and has also begun the selection process to find operators in Spain. The first half of 2024 will be dedicated to finalising contractual frameworks for these partnerships. ■ a 27.5% reduction in energy consumption by 2030 (2019 baseline). The investments made (in the form of operating and capital expenditure) will enable Carrefour to reduce energy consumption across the Group by 20% by 2026. Carrefour in is seeking to France achieved its target of a 20% reduction by 2023. The Group improve energy efficiency through six priority action and technology recommendations for its stores: renovation of commercial cooling systems, doors for refrigeration units, use of electronic speed controllers, use of divisional meters, low consumption LED lighting and technical building management (focused on air conditioning, ventilation and heating); ■ a reduction in emissions from refrigerant use. Carrefour is committed to phasing out HFC refrigeration units and phasing in systems using natural refrigerants (CO ), which have much lower emission levels, by 2030 in Europe and 2040 in other geographies. Each country has drawn up a roadmap for the renewal of its store base: by the end of 2023, implementation was in line with the targets set for 2030 in Europe. 2 1.8 Measurement bases The consolidated ﬁnancial statements have been prepared using the historical cost convention, except for: ■ ■ ■ certain financial assets and liabilities measured using the fair value model (see Note 14); assets acquired and combinations, measured using (see Note 3.1); liabilities assumed in business fair value model the assets acquired through exchange, assessed at fair value if the exchange has commercial substance and if it is possible to reliably measure the fair value of the asset received or sold (see Notes 7.2 and 7.4); ■ non‑current assets held for sale, measured at the lower of their carrying amount and fair value less costs to sell. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In accordance with the hierarchy deﬁned in IFRS 13 – Fair Value Measurement, there are three levels of inputs: ■ ■ ■ level 1 inputs: unadjusted quoted prices in active markets for identical assets or liabilities; level 2 inputs: models that use inputs that are observable for the asset or liability, either directly (i.e., prices) or indirectly (i.e., price‑based data); level 3 inputs: inputs that are intrinsic to the asset or liability and are not based on observable market data for the asset or liability. IFRS. Argentina is classiﬁed as a hyperinﬂationary economy within the meaning of in Hyperinﬂationary Economies is therefore applicable to the consolidated ﬁnancial the year ended statements December 31, 2023; data for the comparative period presented have also been adjusted for inﬂation. Financial Reporting IAS 29 – for 328 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com CONSOLIDATED FINANCIAL STATEMENTS AS OF DECEMBER 31, 2023 Notes to the consolidated financial statements NOTE 2 SIGNIFICANT EVENTS OF THE YEAR 2.1 Changes in scope of consolidation in 2023 2.1.1 Acquisitions in 2023 2.1.1.1 Main acquisitions completed in 2023 CORA BANNER (ROMANIA) – BUSINESS COMBINATION In April 2023, Carrefour entered into an agreement with the Louis Delhaize group to acquire its activities in Romania, including ten Cora hypermarkets and nine Cora Urban stores, with almost 2,400 employees. This transaction will consolidate Carrefour’s presence in Romania, with hypermarkets in prime locations that will be converted to the Carrefour formats and banner. After receiving clearance from the local competition authority, the acquisition was completed on October 31, 2023 for non‑material price. In accordance with IFRS 3 – Business Combinations, following the Group’s preliminary measurement of the assets acquired and liabilities assumed at the acquisition date, provisional goodwill in the amount of 3 million euros was recognised in the consolidated statement of ﬁnancial position at December 31, 2023 in respect of the Cora acquisition in Romania. 2.1.1.2 Main acquisitions in progress at December 31, 2023 CORA AND MATCH BANNERS (FRANCE) reported net sales of around 20 billion Brazilian (approximately 3.1 billion euros) multi‑format network of 388 stores, including 181 owned stores. reals in 2021 and operates a Carrefour Brazil’s Extraordinary Shareholders’ Meeting and CADE, the Brazilian competition authority, approved this transaction on May 19, 2022 and May 25, 2022, respectively (subject to the disposal of 14 stores which took effect before June 30, 2023). The acquisition was ﬁnalised on June 1, 2022, with payment made on June 6, 2022. The preliminary purchase price for the entire share capital of Grupo BIG was 7,465 million Brazilian reals (1,471 million euros at the exchange rate as of the transaction date), which broke down as follows: ■ ■ a cash payment of 5,292 million Brazilian reals (approximately 1 billion euros), representing 70% of the baseline price plus various preliminary earn‑outs for 42 million Brazilian reals (approximately 8 million euros), including 900 million Brazilian reals (139 million euros) paid as part of a downpayment in March 2021; a share‑based payment of 117 million new Carrefour Brazil shares (representing 30% of the baseline price), with a fair value of (approximately Brazilian 430 million euros) at June 6, 2022. 2,173 million reals 115 supermarkets On July 12, 2023, Carrefour announced that it had entered into an agreement with the Louis Delhaize group to acquire the Cora and Match banners in France, which operate 60 hypermarkets and some respectively, 24,000 people. This acquisition will enable the Group to reaffirm its leadership in food retail in France, with the acquired stores offering a very strong geographical ﬁt with Carrefour, particularly in the east and north of the country. employ and The transaction values the acquired assets on the basis of an enterprise value of 1.05 billion euros and will be paid entirely in cash. Subject to certain customary conditions, particularly approval by the French competition authority, the transaction is expected to close in the summer of 2024. As this was a transaction with minority shareholders, the impact of paying for 30% of Grupo BIG in Carrefour Brazil shares was recognised approximately 180 million euros attributable to the Carrefour group and approximately 250 million euros attributable to non‑controlling interests. consolidated equity for in The agreement also provided for an earn‑out that would have been paid six months after completion of the transaction if the Carrefour Brazil share price had exceeded the reference value of 19.26 Brazilian reals. No earn‑out was paid in 2022, as the price of the Carrefour Brazil share was 15.10 Brazilian reals at December 6, 2022. STORES OPERATING UNDER THE SUPERCOR BANNER (SPAIN) Developments in 2023 On September 20, 2023, Carrefour Spain reached an agreement with El Corte Inglés to acquire 47 supermarkets and convenience stores under the Supercor banner, employing around 850 people. This transaction values the acquired assets on the basis of an enterprise value of 60 million euros and is expected to be completed by June 30, 2024. 2.1.1.3 Follow‑up to the acquisition of Grupo BIG (Brazil) in 2022 – reduction in purchase price and final opening balance sheet On March 24, 2021, Carrefour Brazil entered into an agreement with Advent International and Walmart for the acquisition of Grupo BIG, Brazil’s third biggest food retailer. The acquiree (Advent Discussions between the sellers International and Walmart) and the buyer (Carrefour Brazil) under the terms of the Grupo BIG acquisition contract led the parties to agree on a ﬁrm price reduction of 900 million Brazilian reals (paid in two instalments of 350 and 550 million Brazilian reals respectively) and a potential further reduction of up to 100 million Brazilian reals. This agreement was signed on March 31, 2023 with the following two conditions precedent: ■ ■ immediate payment of the first tranche of 350 million Brazilian reals (317 million Brazilian reals after minor adjustments); provision by the sellers of a first demand guarantee from a leading bank. UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 329 1 2 3 4 5 6 7 8 9 6 CONSOLIDATED FINANCIAL STATEMENTS AS OF DECEMBER 31, 2023 Notes to the consolidated financial statements The agreement was ﬁnalised on April 11, 2023 following the satisfaction of both conditions precedent. In addition to the 350 million Brazilian reals paid on April 11, 2023, the agreement mainly provides for the following price reductions: ■ a second tranche of 550 million reals was to be paid 60 days after the publication of Carrefour Brazil’s 2023 annual consolidated financial statements. The 550 million reals, which bear interest at SELIC rates calculated as from April 11, 2023 were paid in full in August 2023; ■ an additional variable receivable of up to 100 million Brazilian reals, calculated using a metric agreed by the stakeholders. This top‑up also bears interest at SELIC rates calculated as from April 11, 2023. The acquisition price for Grupo BIG is 6,687 million Brazilian reals (or 1,318 million euros at the exchange rate on the transaction date), after discounting to present value the 900 million Brazilian real price reduction at June 1, 2022. Carrefour Brazil also increased the provisions set aside for labour and tax risks (net of associated deferred tax) by a non‑material amount of 33 million Brazilian reals. In accordance with IFRS 3 – Business Combinations, the price reduction and other adjustments occurring within 12 months of the acquisition’s closing are recognised retrospectively in Grupo BIG’s opening balance sheet with an offsetting adjustment to goodwill (see Note 4 for more details on the restatement of the consolidated statement of ﬁnancial position at December 31, 2022). 330 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com CONSOLIDATED FINANCIAL STATEMENTS AS OF DECEMBER 31, 2023 Notes to the consolidated financial statements Grupo BIG’s ﬁnal opening balance sheet at June 1, 2022, as included in the Group’s consolidated ﬁnancial statements as from June 30, 2023, is as follows: ASSETS (in millions of reals) Reference Opening balance sheet (Net Book Value) Fair Value adjustments Preliminary opening balance sheet (Fair Value) Price reduction and others adjustments Final opening balance sheet (Fair Value) Final opening balance sheet (in millions of euros) Goodwill Other intangible assets Property and equipment Right‑of‑use assets Other non‑current ﬁnancial assets Deferred tax assets Other non‑current assets Non‑current assets Inventories Trade receivables Other current ﬁnancial assets Tax receivables Other current assets Cash and cash equivalents Assets held for sale Current assets TOTAL ASSETS (a) (e) (c) (b) (f) (g) (h) (j) (l) (l) (l) (k) (l) (i) 220 265 4,887 2,465 586 2,407 3,095 13,925 2,955 702 77 513 204 317 − 4,769 18,694 4,556 263 5,033 (22) (2,407) (1,108) 6,315 (168) (20) 323 135 6,450 4,776 527 9,920 2,443 586 − 1,987 20,240 2,787 702 77 513 184 317 323 (745) (745) 4,031 527 9,920 2,443 586 - 1,987 19,495 2,787 702 77 513 184 317 323 4,904 25,144 − (745) 4,904 24,399 SHAREHOLDERS’ EQUITY AND LIABILITIES (in millions of reals) Reference Opening balance sheet (Net Book Value) Fair Value adjustments Preliminary opening balance sheet (Fair Value) Price reduction and others adjustments Final opening balance sheet (Fair Value) Total shareholders’ equity Lease commitments – portion more than one year Provisions Deferred tax liabilities Non‑current liabilities Borrowings – portion less than one year Lease commitments – portion less than one year Suppliers and other creditors Tax payables – portion less than one year Other current payables Current liabilities TOTAL SHAREHOLDERS’ EQUITY AND LIABILITIES (b) (d) (g) (l) (b) (k) (l) (k) 8,859 (1,394) 2,598 2,528 150 5,276 982 196 2,617 96 667 4,558 (292) 8,058 61 7,827 (124) 139 15 7,465 2,306 10,586 211 13,103 982 72 2,756 96 667 4,573 (778) 27 6 33 6,687 2,306 10,613 217 13,136 982 72 2,756 96 667 - 4,573 795 104 1,955 482 116 - 392 3,843 549 138 15 101 36 62 64 966 4,810 Final opening balance sheet (in millions of euros) 1,318 454 2,092 43 2,589 194 14 543 19 131 901 18,694 6,450 25,144 (745) 24,399 4,810 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 331 1 2 3 4 5 6 7 8 9 6 CONSOLIDATED FINANCIAL STATEMENTS AS OF DECEMBER 31, 2023 Notes to the consolidated financial statements The purchase price allocation process stipulated in IFRS 3 was implemented and led to the recognition of ﬁnal goodwill (a) in an amount of 795 million euros in the consolidated ﬁnancial statements at December 31, 2023 (amount of goodwill ﬁnalised in the half‑year consolidated ﬁnancial statements at June 30, 2023). Unlimitail will partner with retailers and brands, bringing retail expertise and connectivity to these regions. Unlimitail combines one of Publicis’ most advanced technologies, “CitrusAd powered by Epsilon”, with Carrefour Links’ in‑depth knowledge of retail media. Grupo BIG’s ﬁnal opening balance sheet has been prepared based on the following: CREATION OF THE ENTITY VILLES ET COMMERCES IN FRANCE IN PARTNERSHIP WITH NEXITY measurement of right‑of‑use assets and related lease (b) commitments of the stores leased by Grupo BIG, taking into account the reasonably certain term of the leases in application of the rules deﬁned by the Group (see Note 8 to the 2022 consolidated ﬁnancial statements); (c) fair value measurement (determined on the basis of the market value of similar assets) of land and store premises owned by the company; increase (d) signiﬁcant in provisions following analyses of litigation and contingent liabilities (recognised in accordance with IFRS 3) by the Brazilian subsidiary and its advisors in 2022. The increase provides, in particular, for tax and labour risks (see Note 11 to the 2022 consolidated ﬁnancial statements); (e) recognition and measurement of acquired brands (Maxxi, BIG, Bompreço, Nacional and Todo Dia) and their indeﬁnite useful lives; (f) continued recognition of other non‑current ﬁnancial assets at their net carrying amount, mainly relating to legal deposits paid in connection with disputes; (g) impairment of all deferred tax assets (before deferred tax effects relating to fair value adjustments to assets and liabilities) of legal entities within Grupo BIG due to the lack of taxable proﬁts in recent years; (h) partial impairment of other non‑current assets, consisting mainly of ICMS and PIS‑COFINS tax credits, following an analysis of the possible future use and validity of the credits; (i) classiﬁcation as assets held for sale of the 14 stores to be disposed of in accordance with CADE’s decision. These stores were sold in 2022 and ﬁrst‑half 2023; (j) standardised accounting practices for inventories in order to incorporate all components of the purchase cost of goods sold and to take into account the rebates and commercial income negotiated with suppliers in accordance with the rules deﬁned by the Group (see Note 6.4 to the 2022 consolidated ﬁnancial statements). A portion of the value of inventories has also been written down in order to reﬂect their fair value; (k) standardised accounting practices for other current assets/ liabilities and suppliers and other creditors; (l) continued recognition of other assets and liabilities at their net carrying amount (including trade receivables, other current ﬁnancial assets, cash and cash equivalents and borrowings, tax receivables and payables). 2.1.2 Partnerships in 2023 CREATION OF THE ENTITY UNLIMITAIL IN PARTNERSHIP WITH PUBLICIS GROUPE On November 8, 2022, the Carrefour group and Publicis Groupe announced their intention to create a joint entity in the fast‑growing retail media market in continental Europe and Latin America. On June 15, 2023, this intention became a reality with the announcement of the launch of Unlimitail (51% owned by Carrefour and 49% by Publicis). The company has been fully consolidated in the Carrefour group’s ﬁnancial statements since that date. One of the objectives of the Carrefour 2026 strategic plan is to enhance the Group’s real estate assets in France through the development of mixed‑use real estate projects. To that end, on July 6, 2023, the Group announced that it has joined forces with Nexity to develop 76 sites covering all Carrefour Retail formats (hypermarkets, supermarkets and convenience stores). This long‑term partnership will enable Carrefour and Nexity to develop mixed‑use programmes with high environmental performance for housing, serviced residences, retail outlets, offices and hotels. On November 30, 2023, the Villes et Commerces property venture (80% owned by Carrefour and 20% by Nexity) was created to hold the land following an initial contribution of 69 sites by Carrefour and 39 million euros in cash by Nexity. As this was a transaction with a minority shareholder, its impact was recognised in consolidated shareholders’ equity in an amount of 18 million euros net of transaction costs. The remaining seven sites will be contributed to the venture in 2024. 2.1.3 Disposals effective in 2023 SALE OF CARREFOUR TAIWAN On July 19, 2022, the Group signed an agreement to sell its entire interest in its Taiwanese subsidiary (i.e., 60%) to the Uni‑President group (holder of the remaining 40%). As the applicable conditions precedent were met, particularly clearance from the local competition authority obtained in May 2023, this agreement resulted in loss of control of the subsidiary on June 30, 2023. The preliminary sale price is 31.1 billion New Taiwan dollars, representing 1.0 billion euros (after taking account of currency hedging). The disposal gain, amounting to approximately income from 0.75 billion euros, was recognised within net is because Carrefour Taiwan discontinued operations. This represents a separate major geographic area of operations and has therefore been treated as a discontinued operation in accordance with IFRS 5 – Non‑current Assets Held for Sale and Discontinued Operations since the date its disposal was announced. As a reminder, on March 14, 2022, a ﬁre broke out in a logistics centre leased by Carrefour in the Yang Mei district of Taiwan. A claim was submitted to the Group’s insurance companies in this respect. Losses incurred as a result of destroyed inventories and equipment were recorded in 2022 against the payout receivable from insurers classiﬁed under other current assets. The same applies to the estimated operating losses for 2022 and ﬁrst‑half 2023. In June 2023, further to their ﬁnal conclusions, the Group’s insurance companies paid the balance of the compensation recognised for the damage incurred, after deducting the two instalments already paid last year. The related impacts are recorded in net income from discontinued operations for the periods concerned. 332 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com CONSOLIDATED FINANCIAL STATEMENTS AS OF DECEMBER 31, 2023 Notes to the consolidated financial statements DISPOSAL OF THE ENTITY QUITOQUE (FRANCE) SALE AND LEASEBACK TRANSACTION (SPAIN) Quitoque, a specialist in home‑delivered meal kits acquired by Carrefour Omnicanal in 2018, was sold to Terence Capital on October 31, 2023. The disposal loss net of transaction costs amounted in non‑recurring items for 2023. to 13 million euros and was recognised 2.1.4 Closure of unprofitable former Grupo BIG stores (Brazil) CLOSURE OF THE TODO DIA BANNER In December 2023, the Group decided to close the 94 soft discount stores operated under the Todo Dia banner (acquired in 2022 at the time of the Grupo BIG acquisition) due to unproﬁtability. The assets of the directly‑owned stores (around 50% of the total) are in the process of being sold to various buyers outside of the food retail sector. CLOSURE OF HYPERMARKETS AND SUPERMARKETS OPERATING UNDER THE BOMPREÇO AND NACIONAL BANNERS In December 2023, the Group also decided to close 16 hypermarkets (acquired in 2022 at the time of the Grupo BIG acquisition and since converted to Carrefour stores) and 13 supermarkets (acquired in 2022 at the time of the Grupo BIG acquisition and operated under the Bompreço and Nacional banners) due to unproﬁtability. The assets of the directly‑owned stores (around a third of the total) are in the process of being sold to various buyers. CLASSIFICATION AS ASSETS HELD FOR SALE In accordance with IFRS 5, at December 31, 2023 the assets of 122 of the above‑mentioned 123 stores were classiﬁed within “Assets held for sale” and measured at the lower of their net carrying amount and fair value less costs to sell. An impairment loss of around 540 million Brazilian reals (around 100 million euros) was recognised in non‑recurring items in 2023 to bring the value of the assets into line with their estimated market prices. In accordance with Group accounting policies, other costs associated with these closures have also been recognised in non‑recurring items for approximately 310 million Brazilian reals (approximately 60 million euros). 2.1.5 Sale and leaseback transactions in 2023 SALE AND LEASEBACK TRANSACTION (BRAZIL) On May 12, 2023, Carrefour Brazil announced that it had entered into exclusive negotiations with Barzel, a real estate investment and asset management company, with a view to the sale and leaseback of ﬁve stores and four warehouses, for a total of approximately 1.2 billion Brazilian i.e., approximately 220 million euros. reals CADE, transaction on June 12, 2023. the Brazilian competition authority, approved the With negotiations on the agreements ﬁnalised and the other conditions precedent satisﬁed, these assets have been leased to Carrefour since June 30, 2023 (date of the transaction’s completion and the signing of the leases for ﬁxed 20‑year terms, with a ﬁve‑year renewal option). This transaction led to the recognition of around 10 million euros in non‑recurring income. On December 1, 2023, the premises of six Spanish hypermarkets were sold to the property company Realty Income, with disposal proceeds net of transaction costs representing 114 million euros. With negotiations on the agreements ﬁnalised and the other conditions precedent satisﬁed, these assets have been leased to Carrefour since December 1, 2023 (date of the transaction’s completion and the signing of the leases for ﬁxed ten‑year terms, with three ﬁve‑year renewal options). This transaction led to the recognition of non‑recurring income in an amount that was close to zero. As a reminder, the premises of 16 other Spanish hypermarkets had previously been sold and subsequently leased back to the same buyer (Realty Income) as from 2020 as part of sale and leaseback arrangements. 2.2 Simplification of the organisation as part of the transformation plan On November 8, 2022, the Group presented its new strategic plan, Carrefour 2026, to accelerate its transformation, following on from its previous strategic plan. The plan draws on the Group’s raison d’être, its commitment to the food transition for all, and its digital‑driven omni‑channel model. The Carrefour 2026 plan has two pillars: commitment to making the best accessible to all our customers; building a cutting‑edge Group. ■ ■ The second pillar structure leveraging digitalisation. in order to optimise our involves transforming our organisational internal operations by In early June 2023, Carrefour France initiated a dialogue process with its employee representatives concerning a transformation project for its various French headquarters, with the aim of safeguarding competitiveness over the long term, boosting performance and agility and simplifying the organisation, all of which will beneﬁt our stores. The proposed new organisational structure was presented to the employee representatives on June 26, 2023. At that time, Carrefour conﬁrmed that the collective (Rupture termination Conventionnelle Collective) currently under discussion with the involve a maximum of 979 employee representatives will departures, on a strictly voluntary basis. Following four negotiation sessions, the Rupture Conventionnelle Collective was signed on July 12, 2023 by the trade unions representing a large majority of the employees concerned. contractual agreement The amount of the related provision recognised in the consolidated ﬁnancial statements for the six‑month period ended June 30, 2023 was calculated based on various assumptions and represented the best estimate of the costs that the Group expected to incur in relation to the plan (see Note 6.3). This transformation plan was rolled out in the second half of 2023. The related provision still to be recognised at December 31, 2023 will cover costs that will mostly be disbursed in 2024. UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 333 1 2 3 4 5 6 7 8 9 6 CONSOLIDATED FINANCIAL STATEMENTS AS OF DECEMBER 31, 2023 Notes to the consolidated financial statements 2.3 Securing the Group’s long‑term financing In 2023, the Group carried out two new Sustainability‑Linked Bond issues, indexed to two greenhouse gas emission targets: ■ ■ a 500 million euro issue on May 2, 2023, maturing in seven and a half years (due in October 2030) and paying a coupon of 3.75%; a 750 million euro issue on November 7, 2023, maturing in eight years (due in November 2031) and paying a coupon of 4.375%. These bonds were issued as part of a ﬁnancing strategy aligned with the Group’s CSR objectives and ambitions as well as the Sustainability‑Linked Bond Framework of its Euro Medium‑Term Notes (EMTN) programme published in June 2021, whose CSR component was revised and enhanced in May 2022. In addition, on June 12, 2023, the Group redeemed 500 million euros worth of 0.88% ﬁve‑year bonds. On June 14, 2023, the Group subsequently redeemed 500 million US dollars’ worth of convertible, non‑dilutive 0% six‑year bonds. These transactions guarantee the Group’s liquidity over the short and medium term in an unstable economic environment, and are part of the strategy to ensure the necessary ﬁnancing is in place to meet Carrefour’s needs. The average maturity of Carrefour SA’s bond debt was 3.8 years at end‑December 2023, compared with 3.6 years at end‑December 2022. On April 14, 2023, new euro- and US‑dollar bank ﬁnancing facilities with a two‑year maturity were put in place, immediately swapped for a total of 744 million Brazilian reals, which enabled a bank loan maturing on the same date to be repaid. The repaid loan amounted to 750 million Brazilian reals. 8 euros 254 million (approximately Two bank loans matured in May 2023: one of 793 million Brazilian reals on May 5 and one of 568 million Brazilian reals on May the December 31, 2023 exchange rate). In June 2023, two other bank loans were repaid, one on June 5 for an amount of 1,014 million Brazilian reals and one on June 7 for an amount of 568 million Brazilian reals (approximately 296 million euros at the December 31, 2023 exchange rate). On September 20, 2023, two other bank ﬁnancing facilities were repaid in an amount of 527 million Brazilian reals (approximately 99 million euros at the December 31, 2023 exchange rate). at c. Inter‑company financing As a reminder, in 2022, two inter‑company ﬁnancing lines were set up between the companies Carrefour Finance and Atacadão: ■ The first revolving credit facility (RCF) for an amount of 4 billion Brazilian reals bearing annual interest at 12% fell due in July 2023; ■ The second RCF for 1.9 billion Brazilian reals, bearing annual interest at 14.25%, has a maturity of three years. In 2023, another inter‑company ﬁnancing line was set up between the companies Carrefour Finance and Atacadão: FINANCING OF THE BRAZILIAN SUBSIDIARY ATACADÃO ■ Following on from the 2021 and 2022 transactions, Carrefour’s Brazilian subsidiary Atacadão has set up ﬁnancing arrangements in 2023 enabling it to secure its medium- and long‑term needs. a. Bonds and notes On April 27, 2023, Atacadão redeemed debenture‑type debt representing 500 million Brazilian reals (approximately 93 million euros at the December 31, 2023 exchange rate) maturing in ﬁve years and paying a coupon of 105.75% of the CDI (Certiﬁcado de Depósito Interbancário) rate. Conversely, on June 2, 2023, the Brazilian subsidiary issued simple unsecured, non‑convertible debentures (Certiﬁcado de Recebíveis do Agronegócio – CRA) for an amount of 930 million Brazilian the (approximately December 31, 2023 exchange rate) in three series: 174 million euros at reals ■ ■ an initial series for 330 million Brazilian reals, with a coupon of CDI +0.95% and a maturity of three years; a second series for 468 million Brazilian reals, representing a coupon of 111.20% of the CDI after hedging and a maturity of four years; ■ a third series for 132 million Brazilian reals, with a coupon of CDI +1.00% and a maturity of five years. b. Bank loans covered by Brazil’s law 4131/1962 facilities were ﬁnalised on US dollar bank ﬁnancing immediately swapped for a total of January 10, 2023 and 2,293 million Brazilian reals. On December 20, 2023, Atacadão repaid the ﬁnancing falling due and, the same day, renewed these euro and US dollar bank facilities, which were immediately swapped for a total of 2,323 million Brazilian reals (approximately 434 million euros at the December 31, 2023 exchange rate), with maturities ranging from 12 to 24 months. The third RCF for 6.3 billion Brazilian reals (approximately 1.2 billion euros at the December 31, 2023 exchange rate), bearing annual interest at 14.95%, has a three‑year maturity and was drawn for 2.3 billion Brazilian reals in the first half of 2023. The remaining 4 billion Brazilian reals were drawn down in July 2023 to refinance the first RCF, which fell due and was repaid. These intra‑group RCF loans, totalling 8.2 billion Brazilian reals at December 31, 2023, are qualiﬁed as net investments in foreign operations and are therefore remeasured at fair value through equity. They are hedged in an amount of 4.1 billion Brazilian reals by derivatives classiﬁed as net investment hedges. At December 31, 2023, the Group was rated BBB with a stable outlook by Standard & Poor’s and Baa1 with a stable outlook by Moody’s. 2.4 Payment of the 2022 dividend in cash At the Shareholders’ Meeting held on May 26, 2023, the shareholders decided to set the 2022 dividend at 0.56 euros per share to be paid entirely in cash. On June 8, 2023, the dividend was paid out in an amount of 405 million euros. 2.5 Share buyback program As part of its share capital allocation policy, the Group commissioned investment services providers to buy back shares corresponding to a maximum amount of 800 million euros for 2023, as authorised by the Shareholders’ Meetings of June 3, 2022, and May 26, 2023. The objective of the share buybacks is to allow the Group to hold the shares with a view to cancelling them subsequently. 334 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com CONSOLIDATED FINANCIAL STATEMENTS AS OF DECEMBER 31, 2023 Notes to the consolidated financial statements 2.6 Employee share ownership plan On March 1, 2023, the Group launched Carrefour Invest, an international employee share ownership plan. Two options were offered: Carrefour Classic and Carrefour Secure. The reservation period ran from March 1 to March 20, 2023 and the subscription/ revocation period from May 5 to May 9, 2023, with the shares delivered on May 31, 2023. As part of the offer, beneﬁciaries subscribed to Carrefour shares either directly or through a Company mutual fund (FCPE), depending on the option chosen and/or their country of residence. Shareholders must hold directly‑subscribed shares or FCPE units until May 31, 2028 (inclusive), unless an early release event occurs. The offer entitled employees to a 15% discount on the share price and an employer contribution. The reference price communicated on May 3, 2023 was 18.67 euros (average of the closing prices over the previous 20 days). After application of the 15% discount, the subscription price of the shares for both options stood at 15.87 euros per share. The operation resulted in a Carrefour SA capital increase of 75 million euros (4,713,735 new ordinary shares) and the recognition of an operating expense of approximately 30 million euros in respect of the discount and the employer contribution. The ﬁrst share buyback mandate began on February 27, 2023 and ended on March 31, 2023, with 11,099,084 shares acquired at an average price of 18.02 euros per share for a total amount of 200 million euros. The second share buyback mandate began on May 2, 2023 and ended on July 21, 2023, with 11,687,580 shares acquired at an average price of 17.11 euros per share for a total amount of 200 million euros. On July 26, 2023, the Board of Directors, pursuant to the authorisation granted by the Extraordinary Shareholders’ Meeting of May 26, 2023, decided to decrease the share capital of Carrefour SA by cancelling 26,887,362 treasury shares (including the last shares not yet cancelled, i.e., 4,685,375 shares acquired under representing approximately 3.6% of the share capital. These shares were cancelled on July 28, 2023. the 2022 share buyback programme), The third share buyback mandate began on August 1, 2023 and ended on September 12, 2023, with 11,370,337 shares acquired at an average price of 17.59 euros per share for a total amount of 200 million euros. The fourth share buyback mandate began on October 2, 2023 and ended on November 30, 2023, with 12,040,843 shares acquired at an average price of 16.61 euros per share for a total amount of 200 million euros. On October 25, 2023, the Board of Directors, pursuant to the authorisation granted by the Extraordinary Shareholders’ Meeting of May 26, 2023, decided to decrease the share capital of Carrefour SA by way of cancellation of 11,193,018 treasury shares representing approximately 1.6% of the share capital. These shares were cancelled on that day. At December 31, 2023, Carrefour SA had 708,790,816 shares outstanding and, consequently, 17,609,525 treasury shares, representing 2.5% of the share capital. 1 2 3 4 5 6 7 8 9 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 335 6 CONSOLIDATED FINANCIAL STATEMENTS AS OF DECEMBER 31, 2023 Notes to the consolidated financial statements NOTE 3 SCOPE OF CONSOLIDATION 3.1 Accounting principles Basis of consolidation (iii) Other investments The consolidated ﬁnancial statements include the ﬁnancial statements of subsidiaries from the date of acquisition (the date when the Group gains control) up to the date when the Group ceases to control the subsidiary, and the Group’s equity in associates and joint ventures accounted for by the equity method. (i) Subsidiaries A subsidiary is an entity over which the Group exercises control, directly or indirectly. An entity is controlled when the Group is exposed, or has rights, to variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. The Group considers all facts and circumstances when assessing whether it controls an investee, such as rights resulting from contractual arrangements or substantial potential voting rights held by the Group. The proﬁt or loss of subsidiaries acquired during the year is included in the consolidated ﬁnancial statements from the date when control is acquired. The proﬁt or loss of subsidiaries sold during the year or that the Group ceases to control, is included up to the date when control ceases. transactions and assets and Intra‑group liabilities are eliminated in consolidation. Proﬁts and losses on transactions between a subsidiary and an associate or joint venture accounted for by the equity method are included in the consolidated ﬁnancial statements to the extent of unrelated investors’ interests in the associate or joint venture. (ii) Associates and joint ventures Entities in which the Group exercises signiﬁcant inﬂuence (associates), and entities over which the Group exercises joint control and that meet the deﬁnition of a joint venture, are accounted for by the equity method, as explained in Note 9 “Investments in equity‑accounted companies”. Signiﬁcant inﬂuence is the power to participate in the ﬁnancial and operating policy decisions of the investee but is not control or joint control of those policies. Joint control is the contractually agreed sharing of control of an arrangement, which exists only when decisions about the relevant activities require the unanimous consent of the parties sharing control. Investments in companies where the Group does not exercise control, joint control or signiﬁcant inﬂuence over ﬁnancial or operating policy decisions are qualiﬁed as either ﬁnancial assets at fair value through other comprehensive income (irrevocable option at initial recognition, which is usually elected by the Group) or ﬁnancial assets at fair value through proﬁt or loss. In all cases, they are reported under “Other non‑current ﬁnancial assets”. The accounting treatment of these investments is described in Note 14 “Financial assets and liabilities, ﬁnance costs and other ﬁnancial income and expenses”. Business combinations Business combinations, where the set of activities and assets acquired meets the deﬁnition of a business and where the Group obtains control of them, are accounted for by the purchase method. As from January 1, 2020, to be considered a business, an acquired set of activities and assets must include, at a minimum, an input and a substantive process that together signiﬁcantly contribute to the ability to create outputs. The Group may elect to apply a concentration test that permits a simpliﬁed assessment of whether an acquired set of activities and assets is not a business. The concentration test is met if substantially all of the fair value of the gross assets acquired is concentrated in a single identiﬁable asset or group of similar identiﬁable assets. If the acquired set of activities and assets does not constitute a business, the transaction is recognised as an asset acquisition. Business combinations carried out since January 1, 2010 are measured and recognised as described below, in accordance with the revised IFRS 3 – Business Combinations. ■ ■ As of the acquisition date, the identifiable assets acquired and liabilities assumed are recognised and measured at fair value. Goodwill corresponds to the excess of (i) the sum of the consideration transferred (i.e., the acquisition price) and the amount of any non‑controlling interest in the acquiree, over (ii) the net of the acquisition‑date amounts of the identifiable assets acquired and the liabilities assumed. It is recorded in the statement of financial position of the directly acquiree, is subsequently tested for impairment at the level of the operating segment to which the acquiree belongs, by the method described in Note 7.3. Any gain from a bargain purchase (i.e., negative goodwill) is recognised directly in profit or loss. functional currency, and latter’s the in 336 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com CONSOLIDATED FINANCIAL STATEMENTS AS OF DECEMBER 31, 2023 Notes to the consolidated financial statements ■ For each business combination on a less than 100% basis, the acquisition date components of non‑controlling interests in the acquiree (i.e., interests that entitle their holders to a proportionate share of the acquiree’s net assets) are measured at either: ■ ■ fair value, such that part of the goodwill recognised at the time of to the business combination non‑controlling interests (“full goodwill” method), or is allocated the proportionate share of the acquiree’s identifiable net assets, such that only the goodwill attributable to the Group is recognised (“partial goodwill” method). method is The transaction‑by‑transaction basis. used determined on a ■ recognised The provisional amounts for a business combination may be adjusted during a measurement period that ends as soon as the Group receives the information it needs at the latest 12 months from the acquisition date. Adjustments during the measurement period to the fair value of the identifiable assets acquired and liabilities assumed or the consideration transferred are offset by a corresponding adjustment to goodwill, provided they result from facts and circumstances that existed as of the acquisition date. Any adjustments identified after the 12‑month measurement period or not resulting from new information about facts and circumstances that existed at the acquisition date are recognised directly in profit or loss. ■ For a business combination achieved in stages (step acquisition), when control is acquired the previously held equity interest is remeasured at fair value through profit or loss. In the case of a reduction in the Group’s equity interest resulting in a loss of control, the remaining interest is also remeasured at fair value through profit or loss. ■ Transaction costs are recorded directly as an operating expense for the period in which they are incurred. At the IFRS transition date, the Group elected to maintain the accounting treatment for business combinations applied under previous accounting standards, in line with the option available to ﬁrst‑time adopters under IFRS 1 – First‑time Adoption of International Financial Reporting Standards. Changes in ownership interest not resulting in a change of control Any change in the Group’s ownership interest in a subsidiary that does not result in control being acquired or lost is qualiﬁed as a transaction with owners in their capacity as owners and recorded directly in equity in accordance with IFRS 10 – Consolidated Financial Statements. It is shown in cash ﬂows from ﬁnancing activities in the statement of cash ﬂows. Translation of the financial statements of foreign operations The consolidated ﬁnancial statements are presented in euros. An entity’s functional currency is the currency of the primary economic environment in which the entity operates. The functional currency of Group entities is the currency of their home country. The ﬁnancial statements of entities whose functional currency is not the euro and is not the currency of a hyperinﬂationary economy are translated into euros as follows: ■ ■ ■ assets and liabilities are translated at the period‑end closing rate; income and expenses are translated at the weighted average exchange rate for the period; all resulting exchange differences are recognised in other comprehensive income and are taken into account in the calculation of any gain or loss realised on the subsequent disposal of the foreign operation; ■ items in the statement of cash flows are translated at the average rate for the year unless the rate on the transaction date is materially different. Argentina has been classiﬁed as a hyperinﬂationary economy within the meaning of IAS 29 – Financial Reporting in Hyperinﬂationary Economies since 2018. In accordance with this standard: ■ ■ ■ ■ non‑monetary assets and liabilities are restated by applying a general price index; all local currency items in the income statement and statement of other comprehensive income are restated by applying the change in the general price index from the dates when the items of income and expenses were initially recorded in the financial statements; the statement of financial position, income statement and statement of comprehensive income are translated into euros at the closing rate for the reporting period; reserves restatement of indexation of the in exchange Argentinean equity differences on the in statement of comprehensive income and in the translation reserve in the statement of changes in consolidated equity; the is presented foreign operations items translating for ■ items in the statement of cash flows are translated at the average rate for the year unless the rate on the transaction date is materially different (see Note 6.4). Translation of foreign currency transactions Transactions by Group entities in a currency other than their functional currency are initially translated at the exchange rate on the transaction date. At each period‑end, monetary assets and liabilities in foreign currency are translated at the denominated period‑end closing rate and the resulting exchange gain or loss is recorded in the income statement. Intra‑group loans to certain foreign operations are treated as part of the net investment in that operation if settlement of the loan is neither planned nor likely to occur. The gain or loss arising from translation of the loan at each successive period‑end is recorded directly in “Other comprehensive income” in accordance with IAS 21 – The Effects of Changes in Foreign Exchange Rates. UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 337 1 2 3 4 5 6 7 8 9 6 CONSOLIDATED FINANCIAL STATEMENTS AS OF DECEMBER 31, 2023 Notes to the consolidated financial statements Non‑current assets and disposal groups held for sale and discontinued operations A discontinued operation is a component of an entity that has been either disposed of or classiﬁed as held for sale, and: If the Group expects to recover the carrying amount of a non‑current asset (or disposal group) principally through a sale transaction rather than through continuing use, it is presented separately in the consolidated statement of ﬁnancial position under “Assets held for sale” in accordance with IFRS 5 – for Sale and Discontinued Non‑current Assets Held Operations. Liabilities related to non‑current assets held for sale are also reported on a separate line of the consolidated statement of ﬁnancial position (under “Liabilities related to assets held for sale”). Following their classiﬁcation as held for sale, the assets concerned are measured at the lower of their carrying amount and fair value less costs to sell and they cease to be depreciated or amortised. All the assets and liabilities of the discontinued operation are presented on separate lines on each side of the statement of ﬁnancial position after eliminating intra‑group items. 3.2 Main changes in scope of consolidation 3.2.1 Changes in 2023 The main transactions in 2023 are detailed in Note 2.1 and include the disposal of Carrefour Taiwan and Quitoque in France, the acquisition of the Cora banner in Romania, the creation of companies in partnership with Publicis Groupe and Nexity, the closure of unproﬁtable former Grupo BIG stores in Brazil, and sale and leaseback transactions in Brazil and Spain. On July 12, 2023, Carrefour announced that it had entered into an agreement with the Louis Delhaize group to acquire the Cora and Match banners in France. This transaction is expected to close in the summer of 2024. Lastly, on September 20, 2023, Carrefour announced that it had reached an agreement with El Corte Inglés to acquire 47 stores operating under the Supercor banner in Spain. This transaction is expected to close no later than June 30, 2024. 3.2.2 Changes in 2022 ACQUISITION OF GRUPO BIG (BRAZIL) – SEE NOTE 2.1.1.3 SALE AND LEASEBACK TRANSACTIONS (SPAIN) The property company Ofelia leased the premises of nine stores and a shopping mall to Carrefour Spain. In February 2022, Carrefour Spain exercised its pre‑emptive right and acquired these In December 2022, eight store premises (three hypermarkets and ﬁve supermarkets) out of the nine previously acquired were sold approximately 40 million euros. assets for represents a separate major line of business or geographical area of operations; or is part of a single coordinated plan to dispose of a separate major line of business or geographical area of operations; or is a subsidiary acquired exclusively with a view to resale. ■ ■ ■ A component is a cash‑generating unit or a group of cash‑generating units when held for use. if its assets and It is classiﬁed as a discontinued operation at the time of sale or earlier liabilities meet the criteria for classiﬁcation as held for sale. When a component of an entity is classiﬁed as a discontinued operation, comparative income statement and cash ﬂow information is restated as if the entity had met the criteria for classiﬁcation as a discontinued operation on the ﬁrst day of the comparative period. to a property company as part of a sale and leaseback transaction for approximately 40 million euros. This transaction led to the recognition of around 2 million euros in non‑recurring income in 2022. The shopping mall and the ninth store were sold for 18 million euros in 2023. In addition, in September 2022, six Spanish hypermarket premises were sold to another property company for 110 million euros as part of a sale and leaseback transaction. This transaction led to the recognition of 23 million euros in non‑recurring income in 2022. ACQUISITION OF COSMOPOLITANO (BRAZIL) in Cosmopolitano On April 1, 2022, the Group acquired the remaining 50% of shares in Brazil, which has been fully that date. Proceeds of approximately consolidated since 80 million Brazilian reals (15 million euros) were recognised within non‑recurring items in 2022 as a result of this takeover, which was accounted for in accordance with IFRS 3 and IAS 28. SALE OF THE GROUP’S STAKE IN CAJOO (FRANCE) On May 16, 2022, Germany‑based Flink, Europe’s leading quick commerce company, announced the acquisition of Cajoo from Carrefour and its founders in exchange for its own shares. This acquisition was ﬁnalised on June 23, 2022. The gain on the disposal of the Cajoo shares, amounted to 6 million euros, net of costs, and was recognised within non‑recurring items for the year 2022. Also in June 2022, the Group contributed to Flink’s reserved capital increase. 338 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com CONSOLIDATED FINANCIAL STATEMENTS AS OF DECEMBER 31, 2023 Notes to the consolidated financial statements SALE OF THE GROUP’S STAKE IN PLOIESTI (ROMANIA) On September 9, 2022, the Group sold in the equity‑accounted company Ploiesti Shopping City in Romania. This disposal led to the recognition of a gain of 32 million euros within non‑recurring items for the year 2022. its stake SALE OF THE GROUP’S STAKE IN MESTDAGH (BELGIUM) In October 2022, the Group sold all of its shares in the Belgian equity‑accounted company Mestdagh (i.e., 25%) to the majority shareholder for 41 million euros. The gain on the disposal of the Mestdagh shares, amounted to 24 million euros, net of costs, and was recognised within non‑recurring items for the year 2022. 3.3 Scope of consolidation at December 31, 2023 The list of consolidated companies (subsidiaries and associates) is presented in Note 18. The Group reviewed its analyses of control over subsidiaries in which it is not the sole investor, in light of changes in facts and those circumstances during transactions described in Note 2.1. Based on its review, there were no changes in the type of control exercised over these subsidiaries. the year, and particularly 1 2 3 4 5 6 7 8 9 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 339 6 CONSOLIDATED FINANCIAL STATEMENTS AS OF DECEMBER 31, 2023 Notes to the consolidated financial statements NOTE 4 RESTATEMENT OF THE CONSOLIDATED STATEMENT OF FINANCIAL POSITION AT DECEMBER 31, 2022 TO REFLECT THE REDUCTION IN THE ACQUISITION PRICE OF GRUPO BIG IN BRAZIL On March 31, 2023, an agreement was signed with the sellers of Grupo BIG, leading to a ﬁrm reduction in its price for a minimum of 900 million Brazilian reals (see Note 2.1.1.3 for further details). In accordance with IFRS 3 – Business Combinations, the price reduction occurring within 12 months of the acquisition’s closing is recognised retrospectively in Grupo BIG’s opening balance sheet with an offsetting adjustment to goodwill. The consolidated statement of ﬁnancial position at December 31, 2022 has therefore been restated for this price reduction (on the line “Other non‑current ﬁnancial assets” for its long‑term portion and on the line “Other current ﬁnancial assets” for its short‑term portion), as well as for other minor adjustments. ASSETS (in millions of euros) Goodwill Other intangible assets Property and equipment Investment property Right‑of‑use assets Investments in companies accounted for by the equity method Other non‑current ﬁnancial assets Consumer credit granted by the ﬁnancial services companies – portion more than one year Deferred tax assets Other non‑current assets Non‑current assets Inventories Trade receivables Consumer credit granted by the ﬁnancial services companies – portion less than one year Other current ﬁnancial assets Tax receivables Other current assets Cash and cash equivalents Assets held for sale Current assets TOTAL ASSETS December 31, 2022 published IFRS 3 restatement December 31, 2022 IFRS 3 restated 8,778 1,499 12,612 279 4,190 1,197 1,162 1,867 475 609 32,667 6,893 3,330 4,111 720 948 1,025 5,216 1,641 23,884 56,551 (134) - - - - - 88 - - - (45) - - - 51 - - - - 51 6 8,644 1,499 12,612 279 4,190 1,197 1,251 1,867 475 609 32,622 6,893 3,330 4,111 771 948 1,025 5,216 1,641 23,935 56,558 340 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com CONSOLIDATED FINANCIAL STATEMENTS AS OF DECEMBER 31, 2023 Notes to the consolidated financial statements SHAREHOLDERS’ EQUITY AND LIABILITIES (in millions of euros) Share capital Consolidated reserves (including net income) Shareholders’ equity, Group share Shareholders’ equity attributable to non‑controlling interests Total shareholders’ equity Borrowings – portion more than one year Lease commitments – portion more than one year Provisions Consumer credit ﬁnancing – portion more than one year Deferred tax liabilities Tax payables – portion more than one year Non‑current liabilities Borrowings – portion less than one year Lease commitments – portion less than one year Suppliers and other creditors Consumer credit ﬁnancing – portion less than one year Tax payables – portion less than one year Other current payables Liabilities related to assets held for sale Current liabilities TOTAL SHAREHOLDERS’ EQUITY AND LIABILITIES December 31, 2022 published IFRS 3 restatement December 31, 2022 IFRS 3 restated 1,855 9,289 11,144 2,042 13,186 6,912 3,574 3,974 1,550 364 85 16,458 2,646 955 14,393 3,592 1,182 2,943 1,196 26,907 56,551 - - - - - - - 5 - 1 - 6 - - - - - - - - 6 1,855 9,289 11,144 2,042 13,186 6,912 3,574 3,979 1,550 365 85 16,464 2,646 955 14,393 3,592 1,182 2,943 1,196 26,907 56,558 1 2 3 4 5 6 7 8 9 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 341 6 CONSOLIDATED FINANCIAL STATEMENTS AS OF DECEMBER 31, 2023 Notes to the consolidated financial statements NOTE 5 SEGMENT INFORMATION Accounting principles IFRS 8 – Operating Segments requires the disclosure of information about an entity’s operating segments derived from the internal reporting system and used by the entity’s chief operating decision‑maker to make decisions about resources to be allocated to the segment and assess its performance. The Group’s operating segments consist of the countries in which it conducts its business through the integrated store network, as each country’s results are reviewed monthly by the Group’s Chief Executive Officer who is the chief operating decision‑maker within the meaning of IFRS 8. Countries located in the same region are considered to have similar characteristics and have been combined such that the Group reports on three geographical segments, as allowed by IFRS 8. These segments are: France; Europe (excluding France): Spain, Italy, Belgium, Poland and Romania; Latin America: Brazil and Argentina. ■ ■ ■ The income and expenses of certain support entities are allocated to the various countries proportionately to the services provided to each, with any unallocated income and expenses reported under “Global functions”. “other segment assets”, corresponding Segment assets include goodwill, other intangible assets, property and equipment, investment property, right‑of‑use assets and to inventories, trade receivables, consumer credit granted by the ﬁnancial services companies and other receivables. Segment liabilities comprise lease commitments, suppliers and other creditors, consumer credit ﬁnancing and other payables. Segment capital expenditure corresponds to the acquisitions of property and equipment and intangible assets (other than goodwill) reported in the statement of cash ﬂows. The disclosures in the tables below have been prepared using the same accounting policies as those applied to prepare the consolidated ﬁnancial statements. 5.1 Segment results 2023 (in millions of euros) Group total Net sales Other revenue Recurring operating income before depreciation and amortisation Recurring operating income Capital expenditure 83,270 2,632 4,559 2,264 1,850 France 38,220 798 2,010 988 724 Depreciation and amortisation expense (2) (2,295) (1,022) 2022 (in millions of euros) Group total Net sales Other revenue Recurring operating income before depreciation and amortisation Recurring operating income Capital expenditure (1) 81,385 2,546 4,613 2,377 1,882 France 37,706 809 1,857 834 741 Depreciation and amortisation expense (2) (2,236) (1,023) Europe Latin America Global Functions 23,650 623 1,454 604 439 (850) 21,399 1,144 1,181 763 683 (418) − 66 (86) (91) 5 (5) Europe Latin America Global Functions 22,643 587 1,451 606 420 (845) 21,036 1,078 1,367 1,005 717 (361) − 71 (63) (69) 5 (6) (1) (2) In 2022, capital expenditure included the acquisition of the two last Makro Atacadista stores on a full ownership basis for 21 million euros, bringing the total to 29 acquired stores at December 31, 2022. Including the depreciation and amortisation relating to logistics equipment included in the cost of sales. 342 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com CONSOLIDATED FINANCIAL STATEMENTS AS OF DECEMBER 31, 2023 Notes to the consolidated financial statements Latin America’s segment earnings include Grupo BIG’s contribution over 12 months for 2023, versus seven months for 2022 (acquisition of Grupo BIG effective June 1, 2022, see Note 2.1.1.3). 5.2 Segment assets and liabilities December 31, 2023 (in millions of euros) ASSETS Goodwill Other intangible assets Property and equipment Investment property Right‑of‑use assets Other segment assets Total segment assets Unallocated assets TOTAL ASSETS LIABILITIES (excluding equity) Segment liabilities Unallocated liabilities TOTAL LIABILITIES Group total France Europe Latin America Global Functions 5,193 667 4,537 10 1,566 7,829 2,393 619 2,651 115 2,043 3,360 19,801 11,180 1,125 258 5,170 137 854 7,160 14,705 1 8 2 − 1 548 561 11,958 8,171 8,445 354 8,712 1,552 12,360 262 4,464 18,896 46,247 9,924 56,171 28,927 13,857 42,784 December 31, 2022 IFRS 3 restated (in millions of euros) Group total France Europe Latin America Global Functions ASSETS Goodwill Other intangible assets Property and equipment Investment property Right‑of‑use assets Other segment assets Total segment assets Unallocated assets TOTAL ASSETS LIABILITIES (excluding equity) Segment liabilities Unallocated liabilities TOTAL LIABILITIES 5,184 625 4,570 10 1,491 7,990 2,374 596 2,733 114 1,854 3,348 19,870 11,018 1,085 271 5,307 154 843 6,927 14,587 1 7 2 − 3 519 532 11,995 7,719 8,123 352 8,644 1,499 12,612 279 4,190 18,783 46,007 10,551 56,558 28,190 15,182 43,371 1 2 3 4 5 6 7 8 9 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 343 6 CONSOLIDATED FINANCIAL STATEMENTS AS OF DECEMBER 31, 2023 Notes to the consolidated financial statements NOTE 6 OPERATING ITEMS 6.1 Revenue Accounting principles Revenue (“Total revenue”) comprises net sales and other revenue. Net sales correspond to sales via the Group’s stores, e‑commerce sites and service stations (to end customers) and warehouse sales (to franchisees). Other revenue comprises revenue from the banking and insurance businesses (including bank card fees, and arranging fees for traditional and revolving credit facilities), property development revenue, travel agency revenue, commissions on e‑commerce sales made on behalf of third parties (marketplaces), shopping mall rental income and franchise fees (mainly in the form of royalties). (i) Recognition of net sales and other revenue Revenue from sales in stores and service stations, which represents the bulk of the Group’s net sales, is recorded when the customer pays at the check‑out, pursuant to IFRS 15. Control is transferred when the goods and services are transferred to the customers, because the sales do not include any other unsatisﬁed performance obligation at that date. Some of the products on sale in the Group’s stores are sold with a right of return. This concerns only certain speciﬁc product categories and the return period is limited based on local regulations in the countries concerned and/or the Group’s general conditions of sale. E‑commerce sales correspond to sales on the Group’s e‑commerce sites (direct sales) and to commission on e‑commerce sales carried out on behalf of third parties (marketplaces). The Group acts as the principal for direct sales on is its e‑commerce sites. Revenue from direct sales recorded when the goods are delivered (corresponding to the date when control of the goods is transferred). In the same way as for in‑store sales, certain products offered on the Group’s e‑commerce sites are sold with a time‑limited right of return. In the case of marketplace sales, the Group acts as an agent and revenue from these sales corresponds to the commission billed to the third‑party suppliers of the goods concerned. Revenue from sales to franchisees is recorded when the goods are delivered (corresponding to the date when control of the goods is transferred). Net banking revenue generated by the Group’s ﬁnancial services companies consists mainly of net interest revenue that does not fall within the scope of IFRS 15 and is accounted for in accordance with IFRS 9. IFRS 15 only applies to payment card services that do not qualify as ﬁnancing or credit transactions (bank card fees, arranging fees for traditional and revolving credit facilities). These fees are recognised over the life of the underlying contracts. licences (dynamic Revenue from franchise fees is accounted for in accordance with the speciﬁc provisions of IFRS 15 concerning intellectual property licences). The remuneration received in exchange for the right to use the Group’s brand and expertise is calculated as a percentage of the net sales generated by the franchise outlet and is recognised over time. The accounting treatment of business lease fees is the same as for franchise fees. Revenue from leases and subleases where the Group is lessor does not fall within the scope of IFRS 15 and is accounted for in accordance with IFRS 16 (from January 1, 2019). The property development business corresponds primarily to the construction and extension of shopping centres adjacent to Carrefour hypermarkets and their subsequent sale. It also includes the speciality leasing business, corresponding to the enhancement of space in the shopping centres’ common areas for the sale or display of products during a limited period. The property development business is conducted by Carrefour Property, a wholly‑owned subsidiary of the Group. Generally speaking, revenue from property development continues to be recognised at the date the built property is delivered to the customer; only revenue relating to off‑plan sales is recognised over time (based on the percentage of completion of the construction work, as measured based on costs incurred), since control is transferred to the customer as and when the work is completed by the Group. (ii) Accounting treatment of customer loyalty programmes When the purchase of goods or services entitles the customer to award credits under a loyalty programme, the contract with the customer comprises separate performance obligations: two ■ ■ the obligation to deliver the goods or services, which is satisfied immediately; and the obligation to subsequently supply goods or services at a reduced price or free of charge. two The sale proceeds are allocated between performance obligations proportionately to their respective speciﬁc sale prices. these 344 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com CONSOLIDATED FINANCIAL STATEMENTS AS OF DECEMBER 31, 2023 Notes to the consolidated financial statements 6.1.1 Net sales (in millions of euros) Net sales 2023 83,270 2022 81,385 % change 2.3% Factoring out Argentina, which saw a major devaluation of the peso during the year, net sales for 2023 at constant exchange rates would have been virtually identical at current exchange rates. NET SALES BY COUNTRY (1) (in millions of euros) France Europe (excluding France) Spain Belgium Italy Romania Poland Latin America Brazil Argentina TOTAL NET SALES 2023 38,220 23,650 10,860 4,209 3,926 2,569 2,085 21,399 19,258 2,141 83,270 (1) Substantially all revenue is recognised on a specific date. Revenue recognised over time is not material at Group level. 6.1.2 Other revenue (in millions of euros) Financing fees and commissions (1) Franchise and lease management fees Rental revenue Revenue from sub‑leases Property development revenue (2) Other revenue (3) TOTAL OTHER REVENUE 2023 1,426 420 176 24 31 556 2022 1,404 402 173 23 13 530 2,632 2,546 2022 37,706 22,643 10,437 3,905 3,916 2,328 2,057 21,036 18,064 2,972 81,385 % change 1.5% 4.4% 1.8% 2.0% 144.9% 4.8% 3.4% (1) (2) (3) Including net banking revenue and net insurance revenue generated by the Group’s financial services and insurance companies. Corresponding to the sale price of properties developed by the Group for resale. After deducting development costs recorded in “Cost of sales”, the property development margin amounted to 8 million euros in 2023 compared with zero in 2022. Other revenue notably includes commission from marketplace sales, commission received from suppliers, and revenue generated from retail media and from merchant services. Despite the signiﬁcant rise in reﬁnancing costs due to higher interest rates, ﬁnancing fees and commissions recognised in 2023 conﬁrmed the rally begun in 2022, propelled by strong sales momentum in Brazil and a return to growth in the French business. Similarly, property development revenue, revenue generated by retail media and revenue from merchant services (including ticketing and travel) continued to rise in 2023. Franchise and lease management fees also climbed further in France, Spain and Italy. 1 2 3 4 5 6 7 8 9 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 345 6 CONSOLIDATED FINANCIAL STATEMENTS AS OF DECEMBER 31, 2023 Notes to the consolidated financial statements 6.2 Recurring operating income Accounting principles Recurring operating income is an intermediate aggregate disclosed in order to help users of the consolidated ﬁnancial statements to better understand the Group’s underlying operating performance. It corresponds to operating income (deﬁned as earnings from continuing operations before interest and tax) before material items that are unusual in terms of their nature and frequency and are reported under “Non‑recurring income” or “Non‑recurring expenses” (see Note 6.3). 6.2.1 Cost of sales Accounting principles Cost of sales corresponds to the cost of purchases net of rebates and commercial income, changes in inventories (including impairment), discounting revenue, exchange gains and losses on goods purchases, logistics costs and other costs (primarily the cost of products sold by the ﬁnancial services companies and the production costs of the property development business). Rebates are calculated based on immediate or deferred discount rates on purchases, as speciﬁed in the contractual terms negotiated each year. Rebates can be: ■ ■ unconditional, i.e., proportionate to total purchases and subject to no other conditions; or conditional, i.e., dependent on meeting certain conditions (e.g., growth in the supplier’s net sales with the Group). Commercial income corresponds to income from services carried out by Carrefour for its suppliers. Rebates and commercial income recognised in cost of sales are measured based on the contractual terms speciﬁed in the agreements signed with suppliers. 6.2.2 Sales, general and administrative expenses, depreciation and amortisation (in millions of euros) Sales, general and administrative expenses 2023 (12,335) (11,958) 2022 % change Depreciation of property and equipment and of investment property, and amortisation of intangible assets Depreciation of right‑of‑use asset – property and equipment and investment property (1,304) (1,284) (728) (694) TOTAL SG&A EXPENSES AND DEPRECIATION AND AMORTISATION (14,367) (13,936) SALES, GENERAL AND ADMINISTRATIVE EXPENSES Sales, general and administrative expenses break down as follows: (in millions of euros) Employee beneﬁts expense Fees Energy and electricity Maintenance and repair costs Advertising expense Taxes other than on income Property rentals (excl. IFRS 16) (1) Other SG&A expenses TOTAL SG&A EXPENSES 2023 (7,373) (904) (903) (778) (682) (521) (82) 2022 (7,337) (802) (736) (766) (656) (526) (76) (1,094) (1,060) (12,335) (11,958) 3.2% 1.5% 4.8% 3.1% % change 0.5% 12.8% 22.7% 1.6% 4.0% (1.0)% 7.9% 3.2% 3.2% (1) In 2022 and 2023, lease expenses under property leases do not include lease expenses under contracts accounted for in accordance with IFRS 16 (see Note 8), which would have amounted to 898 million euros in 2022, and 991 million euros in 2023 had IFRS 16 not been applied. 346 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com CONSOLIDATED FINANCIAL STATEMENTS AS OF DECEMBER 31, 2023 Notes to the consolidated financial statements The increase in sales, general and administrative expenses in 2023 reﬂects the rise in energy costs, a higher price for certain purchased services and the consolidation of Grupo BIG from June 1, 2022 (Grupo BIG contribution calculated over 12 months for 2023 compared with seven months for 2022). DEPRECIATION AND AMORTISATION Including supply chain depreciation and amortisation recognised in cost of sales, total depreciation and amortisation expense recognised in the consolidated income statement amounted to 2,295 million euros in 2023 (versus 2,236 million euros in 2022), as follows: (in millions of euros) Property and equipment Intangible assets Investment property Depreciation of property and equipment and of investment property, and amortisation of intangible assets Depreciation of right‑of‑use asset – property and equipment and investment property Depreciation and amortisation of supply chain Depreciation of right‑of‑use asset – supply chain TOTAL DEPRECIATION AND AMORTISATION 6.3 Non‑recurring income and expenses 2023 (1,037) (255) (12) (1,304) (728) (63) (201) 2022 (1,025) (247) (12) (1,284) (694) (60) (198) (2,295) (2,236) % change 1.1% 3.3% 0.6% 1.5% 4.8% 4.0% 1.7% 2.6% Accounting principles In accordance with the French accounting standards setter (ANC) recommendation no. 2020‑01 dated March 6, 2020, non‑recurring income and expenses are reported on a separate line of the income statement. Non‑recurring items are deﬁned as “items that are limited in number, clearly identiﬁable and non‑recurring that have a material impact on consolidated results”. This classiﬁcation is applied to certain material items of income and expense that are unusual in terms of their nature and frequency, such as impairment charges of non‑current assets, gains and losses on disposals of non‑current assets, restructuring costs and provision charges and income recorded to reﬂect revised estimates of risks provided for in prior periods, based on information that came to the Group’s attention during the reporting year. They are presented separately in the income statement to “help users of the ﬁnancial statements to better understand the Group’s underlying operating performance and provide them with useful information to assess the earnings outlook”. Non‑recurring items represented a net expense of 558 million euros in 2023, and the detailed breakdown is as follows: (in millions of euros) Gains and losses on disposals of assets Restructuring costs Other non‑recurring income and expenses Non‑recurring income and expenses, net before asset impairments and write‑offs Asset impairments and write‑offs of which Impairments and write‑offs of goodwill of which Impairments and write‑offs of property and equipment, intangible assets and others NON‑RECURRING INCOME AND EXPENSES, NET of which: Non‑recurring income Non‑recurring expense 2023 66 (352) 25 (261) (297) (1) (295) (558) 476 (1,034) 2022 212 (13) (16) 183 (147) (1) (146) 36 440 (404) 1 2 3 4 5 6 7 8 9 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 347 6 CONSOLIDATED FINANCIAL STATEMENTS AS OF DECEMBER 31, 2023 Notes to the consolidated financial statements GAINS AND LOSSES ON DISPOSALS OF ASSETS Gains and losses on disposals of non‑current assets result from gains and losses on the sale and leaseback of ﬁve stores and four warehouses in Brazil and six hypermarkets in Spain (Note 2.1.5) and on the disposal of Carrefour Brazil’s headquarters building. They also include capital gains on the disposal of various assets (store premises, land and businesses), mainly to franchisees in France. Net disposal gains were partially offset by the capital loss incurred on the disposal of Quitoque in France (see Note 2.1.3). RESTRUCTURING COSTS Restructuring costs recognised in 2023 relate to the new Carrefour 2026 strategic plan (see Note 2.2). This plan is based on a project to transform the Group’s various headquarters with a view to safeguarding its competitiveness over the long term, boosting performance and agility, and its organisation, all of which will beneﬁt its stores. The expense included in non‑recurring items relates primarily to severance paid or payable within the scope of the Rupture Conventionnelle Collective put in place at headquarters in France, involving a maximum of 979 jobs, and, secondarily, to the measures implemented in stores and headquarters in Italy, Spain and Brazil. simplifying OTHER NON‑RECURRING INCOME AND EXPENSES Other non‑recurring income and expenses recorded in 2023 primarily comprise reversals of provisions in Brazil i) for tax risks relating to PIS‑COFINS tax credits following the expiry of statutory limitation periods or favourable judgements, and ii) for ICMS tax credits following their sale. These reversals were almost entirely offset by costs related to store closures under way in Brazil (see Note 2.1.4). ASSET IMPAIRMENTS AND WRITE‑OFFS Asset impairments (other than goodwill) and write‑offs in 2023 impairment recognised against non‑current assets, include reﬂecting the difficulties experienced by certain stores, as well as the retirement of various assets relating to stores in France, Spain and Belgium, and to IT in France and Belgium. Impairment was also recognised against unproﬁtable former Grupo BIG stores in Brazil which were closed in 2023 (mainly stores under the Maxxi banner) or in the process of being closed at December 31, 2023 (stores under the Todo Dia, Bompreço and Nacional banners and some stores that had been converted to the Carrefour banner) for a total of approximately 120 million euros the partial write‑down of brands recognised in Grupo BIG’s opening balance sheet for approximately 38 million euros (Note 2.1.1.3). (Note 2.1.4). The caption also includes Lastly, it includes write‑downs to bring the net carrying amount of Showroomprivé shares in line with the stock market price at December 31, 2023. Main non‑recurring items in 2022 Gains and losses on disposals of non‑current assets comprised gains and losses arising on the sale of various assets (store premises and businesses) to franchisees, notably in France and Italy. It also included the gain on the disposal of the nine hypermarkets and ﬁve supermarkets in Spain through sale and leaseback the equity‑accounted investments in Mestdagh in Belgium and Ploiesti Shopping City in Romania were also included in this caption. transactions. Gains on the disposal of Other non‑recurring income and expenses recorded in 2022 mainly included revised estimates of historical risks, mostly tax‑related, as well as the costs related to the acquisition of Grupo BIG in Brazil. Asset impairments (other than goodwill) and write‑offs in 2022 included impairment recognised against non‑current assets, reﬂecting the difficulties experienced by certain stores, particularly in France and Italy, as well as the retirement of various assets, in particular relating to IT in France. Asset impairments also included write‑downs to bring the net carrying amount of Showroomprivé shares into line with the stock market share price at December 31, 2022. 348 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com CONSOLIDATED FINANCIAL STATEMENTS AS OF DECEMBER 31, 2023 Notes to the consolidated financial statements 6.4 Working capital requirement 6.4.1 Change in working capital requirement The change in working capital requirement reported in the consolidated statement of cash ﬂows under “Net cash from operating activities” breaks down as follows: (in millions of euros) Change in inventories Change in trade receivables Change in trade payables Change in loyalty program liabilities Change in trade working capital requirement Change in other receivables and payables CHANGE IN WORKING CAPITAL REQUIREMENT 2023 (6) (75) 662 10 591 185 775 2022 (678) (350) 1,044 43 59 49 108 Change 672 275 (382) (33) 532 136 667 These items, like all other items in the statement of cash ﬂows, are translated at the average rate for the year. In light of the major devaluation of the Argentine peso on December 13, 2023, and in accordance with the accounting principles described in Note 3.1, items in the Argentine cash ﬂow statement for the month of December 2023 were translated at the average exchange rate for that month, while items relating to the ﬁrst 11 months of the year were translated at the average rate over that period in order to reﬂect as closely as possible the rate existing at the time of the transactions. 6.4.2 Inventories Accounting principles inventories of In accordance with IAS 2 – Inventories, goods inventories and the the property development business (properties under construction) are measured at the lower of cost and net realisable value. The cost of goods inventories corresponds to the latest purchase price plus all related expenses, or the weighted average cost. Given rapid inventory turnover, these two methods do not lead to signiﬁcant differences. The cost of goods inventories includes all components of the purchase cost of goods sold (with the exception of exchange gains and losses) and takes into account the rebates and commercial income negotiated with suppliers. Net realisable value corresponds to the estimated selling price in the ordinary course of business, less the estimated additional costs necessary to make the sale. (in millions of euros) Inventories at cost Impairment INVENTORIES, NET December 31, 2023 December 31, 2022 6,752 (208) 6,544 7,088 (195) 6,893 Note that the same impairment methods were applied as in previous reporting periods. 1 2 3 4 5 6 7 8 9 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 349 6 CONSOLIDATED FINANCIAL STATEMENTS AS OF DECEMBER 31, 2023 Notes to the consolidated financial statements 6.4.3 Trade receivables Accounting principles Trade receivables correspond for the most part to rebates and commercial income receivable from suppliers, amounts receivable from franchisees and receivables of the property development business. Trade receivables are classiﬁed as ﬁnancial assets measured at amortised cost (see Note 14). They are recognised for the initial invoice amount, less a loss allowance recorded in accordance with the simpliﬁed impairment model based on expected losses deﬁned in IFRS 9 – Financial Instruments (see Note 14.7.4). Certain Group subsidiaries operate receivables discounting programmes. In accordance with IFRS 9, receivables sold under these programmes are derecognised when the related risks and rewards (i.e., mainly default, late payment and dilution risks) are substantially transferred to the buyer. (in millions of euros) Receivables from clients Impairment Receivables from clients, net Receivables from suppliers TOTAL TRADE RECEIVABLES December 31, 2023 December 31, 2022 2,457 (234) 2,223 1,046 3,269 2,312 (190) 2,122 1,208 3,330 Note that the same impairment methods were applied as in previous reporting periods. 6.4.4 Suppliers and other creditors Accounting principles Suppliers and other creditors correspond primarily to trade payables. They also include payables that suppliers have transferred to ﬁnancial institutions as part of reverse factoring programmes. These programmes enable suppliers to receive payment for the Group’s purchases in advance of the normal payment terms. After conducting an analysis, the Group has continued to classify these liabilities as trade payables, their characteristics having not been substantially modiﬁed (in particular, their contractual terms – including debt maturity – have been maintained). Suppliers and other creditors are classiﬁed in the category of “Financial liabilities measured at amortised cost”, as deﬁned in IFRS 9 – Financial Instruments (see Note 14). They are initially recognised at their nominal amount, which represents a reasonable estimate of fair value in light of their short maturities. (in millions of euros) Suppliers and other creditors Of which reverse factored payables December 31, 2023 December 31, 2022 14,242 1,998 14,393 2,297 350 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com CONSOLIDATED FINANCIAL STATEMENTS AS OF DECEMBER 31, 2023 Notes to the consolidated financial statements 6.4.5 Tax receivables and payables BREAKDOWN OF TAX RECEIVABLES (in millions of euros) VAT and sales tax receivables Other tax (other than on income) receivables Current tax receivables TOTAL TAX RECEIVABLES BREAKDOWN OF TAX PAYABLES (in millions of euros) VAT and sales tax payables Other tax (other than on income) payables Current tax payables TOTAL TAX PAYABLES – PORTION DUE IN LESS THAN ONE YEAR TOTAL TAX PAYABLES – PORTION DUE IN MORE THAN ONE YEAR 6.4.6 Other assets and payables BREAKDOWN OF OTHER ASSETS (in millions of euros) Prepaid expenses Receivables from real estate activity Proceeds receivable from disposals of non‑current assets Employee advances Other operating receivables, net TOTAL OTHER CURRENT ASSETS Prepaid expenses – portion due in more than one year Tax receivables – portion due in more than one year (1) TOTAL OTHER NON‑CURRENT ASSETS December 31, 2023 December 31, 2022 590 60 173 824 684 98 167 948 December 31, 2023 December 31, 2022 485 498 239 1,222 57 462 510 210 1,182 85 December 31, 2023 December 31, 2022 443 89 28 14 434 1,008 2 694 697 419 75 34 11 486 1,025 1 608 609 (1) These correspond to ICMS and PIS‑COFINS tax credits expected to be collected in over 12 months. At December 31, 2023, the total gross amount of the Brazilian ICMS tax credits, mainly attributable to favourable rulings handed down by the Brazilian Supreme Court, represented 1,080 million euros (1,184 million euros at December 31, 2022). This amount has been written down by 426 million euros (resulting in a net receivable of 654 million euros versus 705 million euros at December 31, 2022) to reflect the market value of the tax credits, which the Company intends to use over a period not exceeding three years. In the income statement, the total amount of the Brazilian ICMS tax credits for the year are recorded in recurring operating income and those for prior years are recorded in non‑recurring income. 1 2 3 4 5 6 7 8 9 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 351 6 CONSOLIDATED FINANCIAL STATEMENTS AS OF DECEMBER 31, 2023 Notes to the consolidated financial statements BREAKDOWN OF OTHER CURRENT PAYABLES (in millions of euros) Accrued employee beneﬁts expense Payables to suppliers of non‑current assets Deferred revenue Other payables TOTAL OTHER CURRENT PAYABLES 6.5 Banking and insurance businesses Accounting principles To support its core retailing business, the Group offers banking and insurance services to customers, mainly in France, Spain and Brazil. their The Group’s ﬁnancial services companies offer customers “Carrefour” bank cards that can be used in the Group’s stores and elsewhere, consumer credit (renewable credit facilities and amortisable loans), and savings products (life insurance, passbook savings accounts, etc.). Due to its contribution to the Group’s total assets and liabilities and its speciﬁc ﬁnancial structure, this secondary business is presented separately in the consolidated ﬁnancial statements: ■ the consumer credit granted by financial services companies (payment card receivables, personal loans, etc.) is presented in the statement of financial position under “Consumer credit granted by financial services companies – Portion due in more than one year” and financial services “Consumer credit granted by the the December 31, 2023 December 31, 2022 1,532 567 147 614 2,860 1,531 714 131 567 2,943 companies – Portion due in less than one year”, depending on their maturity; financing for these loans is presented under “Consumer credit financing – Portion due in more than one year” and “Consumer credit financing – Portion due in less than one year”, depending on their maturity; the other assets and liabilities of the banking activities (property and equipment, intangible assets, cash and cash equivalents, tax and employee‑related payables, etc.) are presented on the corresponding lines of the statement of financial position; net revenues from banking activities are reported in the income statement under “Other revenue”; the change in the banking and insurance businesses’ working capital requirement is reported in the statement of cash flows under “Change in consumer credit granted by the financial services companies”. ■ ■ ■ ■ 6.5.1 Consumer credit granted by the financial services companies As of December 31, 2023, consumer credit granted by the ﬁnancial services companies totalled 6,554 million euros (versus 5,978 million euros at December 31, 2022), as follows: (in millions of euros) Payment card receivables Loans Consumer credit (linked to in‑store purchases) Other ﬁnancing (1) Impairment TOTAL CONSUMER CREDIT GRANTED BY THE FINANCIAL SERVICES COMPANIES Portion due in less than one year Portion due in more than one year (1) Other financing corresponds mainly to restructured loans and credit facilities. December 31, 2023 December 31, 2022 6,650 1,501 53 163 (1,813) 6,554 4,644 1,911 5,583 1,448 59 245 (1,356) 5,978 4,111 1,867 Consumer credit granted by the ﬁnancial services companies corresponds to customer receivables (credit card debt, personal loans, etc.). The gross value of consumer credit increased by around 1 billion euros compared with December 31, 2022. This reﬂects strong momentum in the consumer credit business in Brazil, driven in part by the acquisition of Grupo BIG customers who now use payment solutions from the Brazilian bank (Banco CSF), and, to a lesser extent, the upturn in France, particularly in digital channels. Gross consumer credit in Spain remained relatively stable, before the impact of sales of category 1 and 3 credit over the year. 352 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com CONSOLIDATED FINANCIAL STATEMENTS AS OF DECEMBER 31, 2023 Notes to the consolidated financial statements At December 31, 2023, 70% of the gross value of consumer credit granted by the ﬁnancial services companies was classiﬁed in category 1, 7% in category 2 and 23% in category 3. At December 31, 2022, categories 1, 2 and 3 represented 72%, 9% and 19%, respectively, of the gross value of consumer credit granted by the ﬁnancial services companies. As a result, the average impairment rate for consumer credit increased by approximately 3.2% compared with December 31, 2022, reﬂecting expected credit losses in Brazil and Spain. The amount of impairment for consumer credit was estimated according to the rules and principles described below. CREDIT RISK MANAGEMENT AND IMPAIRMENT APPROACH Accounting principles The impairment model for consumer credit granted by the ﬁnancial services companies was adjusted in line with the requirements of IFRS 9 – Financial Instruments using a two‑step process: ■ ■ classification of outstanding loans in uniform risk categories based on the probability of default; then modelling of the probability of credit losses over a 12‑month period or at maturity (representing the remaining term of the financial instrument), based on the classification of the instrument. CLASSIFICATION OF CONSUMER CREDIT Consumer credit is divided into three categories, based on an analysis of potentially signiﬁcant increases in credit risk: category 1: credit granted to consumers whose credit risk has not significantly increased since the credit was initially recognised; category 2: credit granted to consumers whose financial situation has worsened (significant increase in credit risk) since the credit was initially recognised but for which no objective evidence of impairment (default) of a specific credit has yet been identified; category 3: credit granted to consumers in default. ■ ■ ■ (i) Significant increase in credit risk The main criteria applied by the Group to identify a signiﬁcant increase in credit risk since initial recognition and where necessary, to reclassify category 1 assets within category 2, are as follows: ■ ■ late payment criterion: payments more than 30 days past due (non‑rebuttable presumption under IFRS 9); renegotiation criterion: credit with renegotiated terms with payment less than 30 days past due. The Group determines whether there has been a signiﬁcant increase in credit risk for each of its contracts and applies the “contagion” principle, whereby reclassiﬁcation of a given credit granted to a consumer will lead to all credit granted to that consumer to be reclassiﬁed accordingly. (ii) Objective evidence of impairment (default) Carrefour considers that there impairment if any of the following criteria are met: is objective evidence of ■ ■ ■ ■ late payment criterion: payments more than 90 days past due (non‑rebuttable presumption under IFRS 9); renegotiation criterion: credit with renegotiated terms (not considered substantial) owing to significant difficulties of the debtor, with payment more than 30 days past due; litigation criterion: credit in dispute at the reporting date; “contagion” criterion: if a given credit granted to a consumer meets the aforementioned criteria, all credit granted to that consumer is also deemed to meet those criteria. The consumer credit concerned is classiﬁed in category 3. ESTIMATES OF EXPECTED CREDIT LOSSES Calculation of the amount of expected credit losses is based on four main inputs: probability of default, loss given default, exposure at default and the discount rate. Each of these inputs is calibrated according to the consumer credit segmentation – itself based on the products distributed by each entity (personal loans, credit cards/renewable facilities and credit granted for a speciﬁc purpose) – based on historical data and taking into account prospective factors. The methods used to calibrate these inputs are consistent with those adopted to meet regulatory and prudential requirements (particularly the Basel Accord). Expected credit losses are calculated over a 12‑month period for consumer credit classiﬁed in category 1 and over the life of the credit for items classiﬁed in categories 2 and 3. To protect against default by borrowers, the Group’s ﬁnancial services companies have set up systems to check the quality and repayment capacity of their customers. These include: ■ decision‑making aids such as credit scoring applications, income/debt simulation tools and credit history checking procedures; ■ interrogation of positive and negative credit history databases, where they exist; active management of collection and litigation processes; solvency analyses at the contract anniversary date; credit risk monitoring and control systems. ■ ■ ■ Within each credit company, a Credit Risk department is responsible for all of these processes and a summary of the Credit Risk Management Committees is systematically presented to the company’s Board of Directors. 1 2 3 4 5 6 7 8 9 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 353 6 CONSOLIDATED FINANCIAL STATEMENTS AS OF DECEMBER 31, 2023 Notes to the consolidated financial statements 6.5.2 Consumer credit financing The related consumer credit ﬁnancing amounted to 5,702 million euros at December 31, 2023 (December 31, 2022: 5,142 million euros), as follows: (in millions of euros) Bonds and notes (1) Debt securities (Neu CP and Neu MTN) (2) Bank borrowings (3) Customer passbook savings deposits Securitisations (4) Other reﬁnancing debt to ﬁnancial institutions Other TOTAL CONSUMER CREDIT FINANCING Portion due in less than one year Portion due in more than one year December 31, 2023 December 31, 2022 950 1,530 654 276 287 1,966 38 5,702 3,771 1,931 824 1,553 572 279 297 1,577 41 5,142 3,592 1,550 (1) (2) (3) (4) In May 2023, Carrefour Banque issued a new 500 million euro bond with a fixed rate swapped for the three‑month Euribor (four years maturing in May 2027, three‑month Euribor coupon +95 basis points) and, in June 2023, redeemed ahead of term the 400 million euro floating‑rate bond issued in September 2019 (four years maturing in September 2023, three‑month Euribor coupon +65 basis points). Debt securities mainly comprised Negotiable EUropean Commercial Paper (NEU CP) and Negotiable EUropean Medium‑Term Notes (NEU MTN) issued by Carrefour Banque. This item mainly includes the 320 million euro refinancing operation with the European Central Bank (maturity March 2024) and drawdowns of credit lines. This item corresponds to the Master Credit Cards Pass reloadable securitisation programme with compartments launched by Carrefour Banque in November 2013 for an initial asset pool of 560 million euros. Proceeds from the securitisation amounted to 400 million euros. This vehicle was maintained at December 31, 2023 with a balance of 287 million euros. 354 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com CONSOLIDATED FINANCIAL STATEMENTS AS OF DECEMBER 31, 2023 Notes to the consolidated financial statements NOTE 7 INTANGIBLE ASSETS, PROPERTY AND EQUIPMENT, INVESTMENT PROPERTY 7.1 Intangible assets Accounting principles GOODWILL Goodwill is initially recognised on business combinations as explained in Note 3.1. In accordance with IAS 36 – Impairment of Assets, goodwill recognised on business combinations is not amortised but is tested for impairment every year, or more frequently if there is an indication that its carrying amount may not be recovered, by the method described in Note 7.3. OTHER INTANGIBLE ASSETS Intangible assets consist mainly of software and other intangible assets related to the stores. Separately acquired intangible assets are initially recognised at cost and intangible assets acquired in business combinations are recognised at fair value (see Note 3.1). Software (excluding SaaS arrangements) Internal and external costs directly incurred in the purchase or development of software are recognised as intangible assets, including subsequent improvements, when it is probable that they will generate future economic beneﬁts for the Group. Software is amortised by the straight‑line method over periods ranging from, barring exceptions, one to eight years. Software as a Service (SaaS) arrangements A SaaS arrangement allows an entity to access, using an Internet connection and for a speciﬁed period of time, software functions hosted on infrastructure operated by an external provider. If the Group does not control a SaaS solution, the related development costs (external and internal) are recognised as follows: (a) as an expense as incurred for internal costs and the costs of an integrator not related to the SaaS publisher, and (b) as an expense over the term of the SaaS arrangement for the costs of the SaaS publisher or its subcontractor. If the Group controls a SaaS solution, costs are capitalised if they meet the IAS 38 criteria, otherwise they are expensed as incurred. Goodwill, which constitutes the main intangible asset, is reported separately from other intangible assets in the statement of ﬁnancial position. (in millions of euros) Goodwill Other intangible assets TOTAL INTANGIBLE ASSETS December 31, 2023 December 31, 2022 IFRS 3 restated 8,712 1,552 10,264 8,644 1,499 10,143 1 2 3 4 5 6 7 8 9 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 355 6 CONSOLIDATED FINANCIAL STATEMENTS AS OF DECEMBER 31, 2023 Notes to the consolidated financial statements 7.1.1 Goodwill The carrying amount of goodwill is monitored at the level of the operating segments corresponding to the countries in which the Group conducts integrated store networks. its business through its The 68 million euro increase in goodwill compared to the end‑2022 ﬁgure as restated for IFRS 3 primarily reﬂects a 57 million euro positive translation adjustment resulting from the slight increase in the value of the Brazilian real and Polish zloty during the period. To a lesser extent, the increase in goodwill also results from various acquisitions in France and from the Cora acquisition in Romania (see Note 2.1.1.1). (in millions of euros) December 31, 2022 IFRS 3 restated Acquisitions Disposals Impairment Other movements Exchange differences December 31, 2023 France Brazil Spain Belgium Poland Romania Italy Argentina Global Functions TOTAL 5,184 1,080 1,031 950 225 99 69 5 1 9 − − − − 3 − − − 8,644 12 − − − − − − − − − − − − − (0) − − (1) − − (2) − − − − − − − − − − − 44 − − 18 (1) − (4) − 57 5,193 1,124 1,031 950 242 102 67 1 1 8,712 At December 31, 2022 as restated for IFRS 3, the 649 million euro increase in goodwill relative to December 31, 2021 reﬂected: ■ completion of the acquisition of Grupo BIG in Brazil, including the recognition of final goodwill in the amount of 795 million euros. In accordance with IFRS 3 – Business Combinations, the price reduction and other adjustments occurring within 12 months of the acquisition’s closing were recognised retrospectively in Grupo BIG’s opening balance sheet with an offsetting adjustment to goodwill (see Note 2.1.1.3); ■ ■ ■ various acquisitions in France for a total of 37 million euros, corresponding mainly to the Carré d’Or franchisee; the derecognition of goodwill recorded by Carrefour Taiwan for 147 million euros, reflecting the disposal of operations there (see Note 2.1.3); an unfavourable translation adjustment of 36 million euros, mainly attributable to the decrease in the value of the Brazilian real since the consolidation of Grupo BIG on June 1, 2022. (in millions of euros) December 31, 2021 Acquisitions Disposals Impairment France Brazil Spain Belgium Poland Romania Italy Argentina Global Functions Taiwan TOTAL 5,147 314 1,031 950 229 99 69 8 1 147 7,995 37 795 − − − − − − − − 832 − − − − − − − − − (147) (147) − − − − − − (1) − − − (1) Other movements Exchange differences December 31, 2022 IFRS 3 restated − − − − − − − − − − − − (29) − − (4) (0) − (3) − − 5,184 1,080 1,031 950 225 99 69 5 1 − (36) 8,644 356 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com CONSOLIDATED FINANCIAL STATEMENTS AS OF DECEMBER 31, 2023 Notes to the consolidated financial statements 7.1.2 Other intangible assets (in millions of euros) Other intangible assets, at cost Amortisation Impairment Intangible assets in progress TOTAL OTHER INTANGIBLE ASSETS, NET CHANGES IN OTHER INTANGIBLE ASSETS (in millions of euros) At December 31, 2021 Disposal of Carrefour Taiwan (1) Acquisitions Other disposals Amortisation Impairment Exchange differences Changes in scope of consolidation (2) Transfers and other movements At December 31, 2022 Acquisitions Disposals Amortisation Impairment (3) Exchange differences Changes in scope of consolidation, transfers and other movements December 31, 2023 December 31, 2022 3,956 (2,681) (85) 362 1,552 3,744 (2,510) (51) 316 1,499 Gross carrying amount Amortisation and impairment Net carrying amount 3,895 (58) 376 (303) − − 14 105 31 4,060 385 (130) − − (27) 30 (2,563) 29 − 264 (247) (5) (15) − (25) (2,561) − 90 (255) (38) 20 (22) 1,333 (28) 376 (40) (247) (5) (1) 105 6 1,499 385 (40) (255) (38) (7) 8 1,552 At December 31, 2023 4,318 (2,766) (1) (2) (3) The amounts reported on this line related to other intangible assets owned by Carrefour Taiwan (classified in discontinued operations in 2022 – see Note 2.1.3) at January 1, 2022. Accordingly, other changes shown in this table for 2022 did not include amounts relating to Carrefour Taiwan in the period. Carrefour Taiwan was sold on June 30, 2023. This item corresponded almost exclusively to the intangible assets of Grupo BIG, following its consolidation on June 1, 2022 (see Note 2.1.1.3). In 2023, this item corresponds to the partial write‑down of brands recognised at the time of the Grupo BIG acquisition in Brazil (see Note 2.1.4). UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 357 1 2 3 4 5 6 7 8 9 6 CONSOLIDATED FINANCIAL STATEMENTS AS OF DECEMBER 31, 2023 Notes to the consolidated financial statements 7.2 Property and equipment Accounting principles Property and equipment mainly comprise buildings, store ﬁxtures and ﬁttings, and land. INITIAL RECOGNITION In accordance with IAS 16 – Property, Plant and Equipment, these items are stated at cost less accumulated depreciation and any accumulated impairment losses. Borrowing costs that are directly attributable to the acquisition, construction or production of a qualifying asset are capitalised as part of the cost of the asset. Qualifying assets are deﬁned in IAS 23 – Borrowing Costs as assets that necessarily take a substantial period of time to get ready for their intended use or sale, corresponding in the Group’s case to investment properties, hypermarkets and supermarkets for which the construction period exceeds one year. For property and equipment acquired in exchange for one or more non‑monetary assets or for a combination of monetary and non‑monetary assets, cost is measured at fair value unless (a) the exchange transaction lacks commercial substance or (b) the fair value of neither the asset received nor the asset given up is reliably measurable, in which case its cost is measured at the carrying amount of the asset given up. Assets under construction are recognised at cost less any identiﬁed impairment losses. USEFUL LIVES Depreciation of property and equipment begins when the asset is available for use and ends when the asset is sold, scrapped or reclassiﬁed as held for sale in accordance with IFRS 5 – Non‑current Assets Held for Sale and Discontinued Operations. Land is not depreciated. Other property and equipment are depreciated by the straight‑line method over the following estimated useful lives: ■ Buildings buildings site improvements car parks ■ ■ Equipment, ﬁxtures and ﬁttings Other In light of the nature of its business, the Group considers that its property and equipment have no residual value. Depreciation periods are reviewed at each year‑end and, where appropriate, adjusted prospectively in accordance with IAS 8 – Accounting Policies, Changes in Accounting Estimates and Errors. 40 years 10 to 20 years 6 to 10 years 4 to 25 years 3 to 10 years 2 As part of its plan to reduce CO emissions from its activities, the Group acquired new types of equipment – in particular photovoltaic power plants self‑consumption and refrigeration plants running on natural ﬂuid (CO ) with much 2 lower emissions. The Group determined the useful lives of these facilities in 2023. for At December 31, 2023, the Group had not identiﬁed any signiﬁcant factors related to climate change that would lead to a revision of the useful lives applied. Gross carrying amount 3,248 11,606 14,435 1,002 581 30,872 Gross carrying amount 3,405 11,675 14,798 707 692 31,277 December 31, 2023 Depreciation Impairment Net carrying amount − (6,006) (11,215) (777) − (17,997) (57) (155) (299) (3) − (515) 3,190 5,446 2,921 222 581 12,360 December 31, 2022 Depreciation Impairment Net carrying amount − (5,894) (11,771) (455) − (18,120) (68) (175) (299) (3) − (546) 3,336 5,606 2,728 249 692 12,612 (in millions of euros) Land Buildings Equipment, ﬁxtures and ﬁttings Other ﬁxed assets Assets under construction TOTAL PROPERTY AND EQUIPMENT (in millions of euros) Land Buildings Equipment, ﬁxtures and ﬁttings Other ﬁxed assets Assets under construction TOTAL PROPERTY AND EQUIPMENT 358 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com CONSOLIDATED FINANCIAL STATEMENTS AS OF DECEMBER 31, 2023 Notes to the consolidated financial statements CHANGES IN PROPERTY AND EQUIPMENT (in millions of euros) At December 31, 2021 Disposal of Carrefour Taiwan (1) Acquisitions Other disposals (2) Depreciation Impairment Exchange differences Changes in scope of consolidation (3) Transfers and other movements (4) At December 31, 2022 Acquisitions Disposals (2) Depreciation Impairment (4) Exchange differences (6) Changes in scope of consolidation, transfers and other movements (5) Gross carrying amount Depreciation and impairment Net carrying amount 29,600 (1,316) 1,504 (890) − − (85) 1,967 498 31,277 1,461 (1,567) − − (577) 277 (18,879) 879 − 671 (1,086) (25) 89 − (316) (18,666) − 1,132 (1,100) (97) 477 (259) 10,721 (437) 1,504 (218) (1,086) (25) 4 1,967 182 12,612 1,461 (435) (1,100) (97) (99) 17 At December 31, 2023 30,872 (18,512) 12,360 (1) (2) (3) (4) (5) (6) The amounts reported on this line related to property and equipment owned by Carrefour Taiwan (classified in discontinued operations in 2022 – see Note 2.1.3) at January 1, 2022. Accordingly, other changes shown in this table for 2022 did not include amounts relating to Carrefour Taiwan in the period. Carrefour Taiwan was sold on June 30, 2023. In 2023, this item corresponds mainly to the sale and leaseback of the real estate of five stores and four warehouses in Brazil for around 220 million euros and of six hypermarkets in Spain for 114 million euros (see Note 2.1.5). It also includes the sale of Carrefour Brazil’s headquarters building, various sales of store premises and lands in France, and the retirement of fully depreciated property, plant and equipment in France. In 2022, this item corresponded mainly to the sale and leaseback of the real estate of nine hypermarkets and five supermarkets in Spain for approximately 150 million euros, the disposal of a warehouse in the Campania region in Italy, as well as various sales of store premises and lands in France. In 2022, this item corresponded almost exclusively to the property and equipment of Grupo BIG, following its consolidation on June 1, 2022 (see Note 2.1.1.3). In 2023, this item includes approximately 85 million euros in impairment of the property, plant and equipment of Grupo BIG’s 122 unprofitable Brazilian stores (in the process of being closed) at December 31, prior to their reclassification as assets held for sale (see below). In 2022 and 2023, this item corresponds mainly to the hyperinflation effect applied to property and equipment held in Argentina, in accordance with IAS 29. In 2023, it was reduced by the reclassification of the assets of Grupo BIG’s 122 stores as held for sale (see Note 2.1.4). In 2023, exchange differences mainly reflect the sharp decline in the value of the Argentine peso over the year, partially offset by the slight increase in the value of the Brazilian real. 1 2 3 4 5 6 7 8 9 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 359 6 CONSOLIDATED FINANCIAL STATEMENTS AS OF DECEMBER 31, 2023 Notes to the consolidated financial statements 7.3 Impairment tests Accounting principles In accordance with IAS 36 – Impairment of Assets, intangible assets and property and equipment are tested for impairment whenever events or changes in the market environment indicate that the recoverable amount of an individual asset and/or a cash‑generating unit (CGU) may be less than its carrying amount. For assets with an indeﬁnite useful life – mainly goodwill in the case of the Carrefour group – the test is performed at least once a year. Individual assets or groups of assets are tested for impairment by comparing their carrying amount to their recoverable amount, deﬁned as the higher of their fair value (less costs of disposal) and their value in use. Value in use is the present value of the future cash ﬂows expected to be derived from the asset. If the recoverable amount is less than the carrying amount, an impairment loss is recognised for the difference. Impairment losses on property and equipment and intangible assets (other than goodwill) may be reversed in future periods provided that the asset’s increased carrying amount attributable to the reversal does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, had no impairment loss been recognised for the asset in prior years. IMPAIRMENT OF ASSETS OTHER THAN GOODWILL Impairment tests on property and equipment are performed at the level of the individual stores (CGUs), for all formats. In accordance with IAS 36, intangible assets (other than for goodwill) and property and equipment are tested impairment whenever there indication that their recoverable amount may be less than their carrying amount. All stores that report a recurring operating loss before depreciation and amortisation in two consecutive years (after the start‑up period) are tested. is an Recoverable amount is deﬁned as the higher of value in use and fair value less the costs of disposal. Value in use is considered to be equal to the store’s discounted future cash ﬂows over a period of up to ﬁve years plus a terminal value. Fair value is estimated based on the prices of recent transactions, industry practice, independent valuations or the estimated price at which the store could be sold to a competitor. The perpetual growth rate and the discount rate formula applied are the same as for impairment tests on goodwill. GOODWILL IMPAIRMENT IAS 36 requires impairment tests to be performed annually at the level of each CGU or group of CGUs to which the goodwill is allocated. In accordance with this standard, goodwill is allocated to the CGU or group of CGUs that is expected to beneﬁt from the synergies of the business combination. Each CGU or group of CGUs to which the goodwill is allocated should represent the lowest level within the entity at which the goodwill is monitored for internal management purposes and should not be larger than an operating segment as deﬁned in IFRS 8 – Operating Segments before aggregation. level The Group is analysing the recoverable amount of goodwill at is based on a country level. The choice of this combination of organisational and strategic criteria. In particular, operations within each country (hypermarkets, (country‑level supermarkets, etc.) use shared resources centralised purchasing organisation, marketing systems, headquarters functions, etc.) that represent an essential source of synergies between the various operations. Value in use corresponds to the sum of discounted future cash ﬂows for a period generally not exceeding ﬁve years, with a terminal value calculated by projecting data for the ﬁnal year at a perpetual growth rate. A speciﬁc discount rate by country is used for the calculation. Future cash ﬂows used in the impairment tests carried out in 2023 were estimated based on the Executive trajectories deﬁned by the ﬁnancial Management teams at country level and approved by the Group’s Executive Management. These future cash ﬂows take into account the best estimate of the impact of climate change to date, including the level of planned investments. The discount rate for each country corresponds to the weighted average cost of equity and debt, determined using the median gearing rate for the sector. Each country’s cost of equity is determined based on local parameters (risk‑free interest rate and market premium). The cost of debt is determined by applying the same logic. Fair value is the price that would be received to sell the operations in the country tested for impairment in an orderly transaction between market participants. Fair value is measured using observable inputs where these exist (multiples of net sales and/or EBITDA (recurring operating income before depreciation and amortisation) for recent transactions, offers received from potential buyers, stock market multiples for comparable companies) or based on analyses performed by internal or external experts. Additional tests are performed at the interim period‑end when there is an indication of impairment. The main impairment indicators used by the Group are as follows: ■ ■ internal impairment indicator: a material deterioration in the ratio of recurring operating income before depreciation and amortisation to net revenues excluding petrol between the budget and the most recent forecast; external impairment indicator: a material increase in the discount the rate and/or a severe downgrade International Monetary Fund’s (IMF) gross domestic product (GDP) growth forecast. in Impairment losses recognised on goodwill are irreversible, including those recorded at an interim period‑end. 360 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com CONSOLIDATED FINANCIAL STATEMENTS AS OF DECEMBER 31, 2023 Notes to the consolidated financial statements 7.3.1 Impairment of goodwill and sensitivity analysis The impairment tests performed in 2023 did not result in any impairment losses being recorded against goodwill. Impairment losses were also not recognised against goodwill in 2022. 7.3.1.1 Countries for which the recoverable amount of goodwill was close to the carrying amount In the impairment tests carried out at December 31, 2023, the recoverable amount of Italy and Poland CGUs were found to be close to – but still greater than – the carrying amount. Accordingly, no impairment loss was recognised on Italian or Polish goodwill. ITALY As a reminder, an impairment loss of 700 million euros was recorded against Italian goodwill in 2017 to reﬂect the signiﬁcant decline in the value in use of the Group’s operations in this country. The indications of impairment prompted the Group to carry out an in‑depth analysis to determine the Italian operations’ fair value. This analysis adopted a multi‑criteria valuation approach which took into account multiples observed for comparable companies in the retail sector in Europe, and the market value of Italian real estate assets, determined based on independent appraisals. In the impairment tests carried out at December 31, 2021, partial impairment of Italian goodwill was recorded in an amount of 80 million euros (in addition to the 104 million euro impairment loss recognised at the end of 2020). This reﬂected a decrease in net sales and the value of real estate assets in comparison with end‑2020. At December 31, 2022, no additional impairment of Italian goodwill was required. The multi‑criteria approach was used again to test Italian goodwill for impairment at December 31, 2023. The resulting fair value represented Executive Management’s best estimate and conﬁrmed that the 67 million euro carrying amount of Italian goodwill at December 31, 2023 was reasonable. POLAND The Group carried out an in‑depth analysis to determine the Polish operations’ fair value at December 31, 2023. This analysis adopted a multi‑criteria valuation approach which took into account multiples observed for comparable companies in the retail sector in Europe, and the market value of Polish real estate assets, determined based on independent appraisals. This analysis revealed that the value in use of Polish operations was higher than their net carrying amount. The resulting fair value represented Executive Management’s best estimate and conﬁrmed that the 242 million euro carrying amount of Polish goodwill at December 31, 2023 was reasonable. 7.3.1.2 Other countries For the other countries where the Group conducts business, the analysis of sensitivity to a simultaneous change in the key inputs based on reasonably possible assumptions did not reveal any probable scenario according to which the recoverable amount of any of the groups of CGUs would be less than its carrying amount. 7.3.1.3 Main financial assumptions used to estimate value in use The perpetual growth rates and discount rates (corresponding to the weighted average cost of capital – WACC) applied for impairment testing purposes in 2023 and 2022 are presented below by CGU: Country France Spain Italy Belgium Poland Romania Brazil Argentina 2023 2022 After‑tax discount rate Perpetual growth rate After‑tax discount rate Perpetual growth rate 7.0% 7.6% 8.6% 7.1% 9.0% 10.2% 11.3% 58.2% 1.6% 1.7% 2.0% 2.0% 2.5% 2.5% 3.0% 32.5% 6.3% 6.9% 8.2% 6.4% 8.4% 9.5% 10.6% 56.4% 1.6% 1.7% 2.0% 1.7% 2.5% 2.5% 3.0% 32.2% 1 2 3 4 5 6 7 8 9 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 361 6 CONSOLIDATED FINANCIAL STATEMENTS AS OF DECEMBER 31, 2023 Notes to the consolidated financial statements 7.4 Investment property Accounting principles IAS 40 – Investment Property deﬁnes investment property as property (land or a building or both) held to earn rentals or for capital appreciation or both. Based on this deﬁnition, investment property held by the Group consists of shopping malls (retail and service units located behind the stores’ check‑out area) that are exclusively or jointly owned and represent a surface area of at least 2,500 square metres. These assets generate cash ﬂows that are largely independent of the cash ﬂows generated by the Group’s other retail assets. Investment property is recognised at cost and is depreciated on a same period as the owner‑occupied property (see Note 7.2). straight‑line basis over Rental revenue generated by investment property is reported in the income statement under “Other revenue” on a straight‑line basis over the lease term. The incentives granted by the Group under its leases are an integral part of the net rental revenue and are recognised over the lease term (see Note 6.1). The fair value of investment property is measured once a year: ■ ■ by applying a multiple that is a function of (i) each shopping mall’s profitability and (ii) a country‑specific capitalisation rate, to the gross annualised rental revenue generated by each property; or by obtaining independent valuations prepared using two methods: the discounted cash flows method and the yield method. Valuers generally also compare the results of applying these methods to market values per square metre and to recent transaction values. In view of the limited external data available, particularly concerning capitalisation rates, the complexity of the property valuation process and the use of passing rents to value the Group’s own properties, the fair value of investment property is determined on the basis of level 3 inputs. (in millions of euros) December 31, 2023 December 31, 2022 Investment property (gross carrying amount) Depreciation and impairment TOTAL INVESTMENT PROPERTY, NET CHANGES IN INVESTMENT PROPERTY (in millions of euros) At December 31, 2021 Disposal of Carrefour Taiwan (1) Acquisitions Other disposals Depreciation Exchange differences Transfers and other movements (2) At December 31, 2022 Acquisitions Disposals Depreciation Exchange differences (3) Transfers and other movements (2) At December 31, 2023 493 (231) 262 502 (223) 279 Net carrying amount 291 (54) 3 (0) (12) (0) 51 279 4 (0) (12) (26) 18 262 (1) (2) (3) The amounts reported on this line related to investment property owned by Carrefour Taiwan (classified in discontinued operations in 2022 – see Note 2.1.3) at January 1, 2022. Accordingly, other changes shown in this table for 2022 did not include amounts relating to Carrefour Taiwan in the period. Carrefour Taiwan was sold on June 30, 2023. In 2022 and 2023, transfers and other movements correspond mainly to the hyperinflation effect applied to investment property held in Argentina, in accordance with IAS 29. Exchange differences mainly reflect the sharp decline in the value of the Argentine peso at the reporting date, partially offset by the slight increase in the value of the Polish zloty and Brazilian real. 362 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com CONSOLIDATED FINANCIAL STATEMENTS AS OF DECEMBER 31, 2023 Notes to the consolidated financial statements Rental revenue generated by investment property, reported in the income statement under “Other revenue”, totalled 53 million euros in 2023 versus 45 million euros in 2022. Operating costs directly attributable to the properties amounted to 14 million euros in 2023 and 11 million euros in 2022. fair value of The estimated investment property at December 31, 2023 was 691 million euros versus 729 million euros at December 31, 2022 based on the independent appraisal report drawn up in Argentina. The lower fair value essentially reﬂects the sharp decline in the value of the Argentine peso at the reporting date, partially offset by the effect of hyperinﬂation in Argentina in application of IAS 29. 1 2 3 4 5 6 7 8 9 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 363 6 CONSOLIDATED FINANCIAL STATEMENTS AS OF DECEMBER 31, 2023 Notes to the consolidated financial statements NOTE 8 LEASES Accounting principles Leases concern: ■ ■ ■ mainly property assets, both used directly by the Group and sublet to third parties, such as store premises sublet to franchisees and retail units located in shopping malls and shopping centres; to a lesser extent, vehicles; as well as a few warehousing, IT and storage contracts with a lease component. Since January 1, 2019, all leases (excluding the recognition exemptions set out in IFRS 16 – see below) have been included in the statement of ﬁnancial position by recognising a right‑of‑use asset and a lease commitment corresponding to the present value of the lease payments due over the reasonably certain term of the lease. In the income statement, IFRS 16 provides for the recognition of a depreciation charge in recurring operating expenses and an interest charge in ﬁnancial income and expenses. In the statement of cash ﬂows, lease payments, representing payments of lease commitment, impact ﬁnancing cash ﬂows. repayments of interest and the RECOGNITION OF LEASE COMMITMENTS Amounts taken into account in the initial measurement of the lease commitment are: ■ ■ ■ ■ ■ fixed lease payments, less any lease incentives receivable from the lessor; variable lease payments that depend on an index or a rate; amounts expected to be payable under residual value guarantees; the exercise price of a purchase option if the option is reasonably certain to be exercised; and penalties for terminating or not renewing the lease, if this is reasonably certain. Lease payments are discounted at the interest rate implicit in the lease if this can be readily determined and otherwise at the lessee’s incremental borrowing rate (case applied in practice). The discount rate is tied to the weighted average date for repayment of the outstanding lease commitment. The discount rate is calculated for each country using a risk‑free yield curve and a spread (the same spread is applied for all subsidiaries in a given country). The risk‑free yield curve is updated quarterly, while the spread and rating are updated annually, except in the case of a signiﬁcant event expected to impact assessment of a subsidiary’s credit risk. lease commitment This amortised cost using the effective interest method. is subsequently measured at The lease commitment may be adjusted if the lease has been modiﬁed or the lease term has been changed, or in order to take into account contractual changes in lease payments resulting from a change in an index or a rate used to determine those payments. RECOGNITION OF RIGHT‑OF‑USE ASSETS Right‑of‑use assets are measured at cost, which includes: ■ ■ ■ ■ the amount of the commitment; initial measurement of the lease any prepaid lease payments made to the lessor; any initial direct costs incurred; an estimate of the costs to be incurred in dismantling the underlying asset or restoring the underlying asset to the condition required by the terms and conditions of the lease. Right‑of‑use assets are then depreciated on a straight‑line lease basis over the commitment. lease term used to measure the The value of the right‑of‑use asset may be adjusted if the lease has been modiﬁed or the lease term has been changed, or in order to take into account contractual changes in lease payments resulting from a change in an index or a rate used to determine those payments. is terminated before the end of the lease term under IFRS 16, the impact of derecognising the right‑of‑use asset (write‑off of a non‑current asset) and lease commitment will be included within non‑recurring items. In the event the lease When the lease contracts provide for initial payment of leasehold rights to the former lessee of the premises, these rights will be accounted for as a component of the right‑of‑use asset. Payments under short‑term leases (12 months or less) or under leases of a low‑value underlying asset are recognised in recurring operating expenses on a straight‑line basis over the lease term (IFRS 16 recognition exemptions). The recoverable amount of the right‑of‑use asset is tested for impairment whenever events or changes in the market environment indicate that the asset may have suffered a loss in value. Impairment testing procedures are identical to those for property and equipment and intangible assets described in Note 7.3. 364 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com CONSOLIDATED FINANCIAL STATEMENTS AS OF DECEMBER 31, 2023 Notes to the consolidated financial statements LEASE TERM The lease term to be used to determine the present value of lease payments is the non‑cancellable period of a lease, adjusted to reﬂect: ■ ■ periods covered by an option to extend the lease if the Group is reasonably certain to exercise that option; periods covered by an option to terminate the lease if the Group is reasonably certain not to exercise that option. leased assets’ reasonably certain period of use The determined based on: is ■ the inherent characteristics of the different types of assets (stores, logistics warehouses, administrative buildings) and the country concerned by the lease. In the case of leased store premises, the characteristics taken into account include the store’s profitability, the specificity of the format, any recent capital expenditure in the store, the net carrying amount of immovable assets for certain store formats (supermarkets, hypermarkets and cash & carry stores), the existence of significant termination penalties, and whether the store is integrated or franchised; ■ a portfolio approach for leased vehicles with similar characteristics and periods of use. Four portfolios have been identified, corresponding to company cars, cars for rental to customers, trucks and light commercial vehicles. ACCOUNTING TREATMENT FOR SUBLEASING ARRANGEMENTS When the Group leases and then sublets a property, it recognises the main lease, for which it is the lessee, and the sublease, for which it is the lessor, as two different contracts. If the sublease is classiﬁed as an operating lease, the right‑of‑use assets lease are maintained under assets in the statement of ﬁnancial position and the proceeds from the sublease are recognised in recurring income for the term of the sublease. the main resulting from If the sublease is classiﬁed as a ﬁnance lease: ■ ■ ■ right‑of‑use assets resulting from the main de‑recognised; lease are a receivable is recognised in an amount corresponding to the net investment in the sublease; any difference between the right‑of‑use assets and the net investment in the sublease is recognised in financial income and expenses; ■ the lease commitment (in respect of the main lease) is maintained in liabilities. SALE AND LEASEBACK TRANSACTIONS When the Group enters into a sale and leaseback transaction classiﬁed as a sale in accordance with IFRS 15, a right to use the leased asset (right‑of‑use asset) is recognised as a portion of the previous carrying amount of the underlying asset, corresponding to the right of use granted in exchange for the commitment to make lease payments, as deﬁned by IFRS 16. Gains and losses on these transactions are recognised in non‑recurring income and expenses in proportion to the rights effectively transferred to the buyer‑lessor. INCOME TAX Deferred tax is recognised based on the gross amount of temporary taxable and deductible differences. Deferred tax is recognised upon initial recognition of the right‑of‑use asset and lease commitment. The change in right‑of‑use assets and lease commitments compared to December 31, 2022 mainly reﬂects the consolidation of those items recognised following the sale and leaseback of the real estate of ﬁve stores and four warehouses in Brazil and of six hypermarkets in Spain (Note 2.1.5), along with the consolidation of the leases relating to Cora in Romania following the acquisition of 19 leased stores (Note 2.1.1.1). The increase in right‑of‑use assets and lease commitments was partially offset by depreciation and lease payments made during the year. 8.1 Right‑of‑use assets (in millions of euros) Land & Buildings December 31, 2023 December 31, 2022 Gross carrying amount Depre- ciation Impair- ment Net carrying amount Gross carrying amount Depre- ciation Impair- ment Net carrying amount Equipment, ﬁxtures and ﬁttings 147 (24) 8,206 (3,784) (81) − 4,342 7,154 (3,036) (49) 4,068 123 143 (22) − 121 TOTAL RIGHT‑OF‑USE ASSET 8,354 (3,808) (81) 4,464 7,297 (3,058) (49) 4,190 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 365 1 2 3 4 5 6 7 8 9 6 CONSOLIDATED FINANCIAL STATEMENTS AS OF DECEMBER 31, 2023 Notes to the consolidated financial statements CHANGE IN RIGHT‑OF‑USE ASSETS (in millions of euros) At December 31, 2021 Disposal of Carrefour Taiwan (1) Increase (2) Decrease Depreciation Impairment Exchange differences Changes in scope of consolidation (3) Other movements At December 31, 2022 Increase (2) Decrease Depreciation Impairment Exchange differences (4) Changes in scope of consolidation (3) Other movements At December 31, 2023 Gross carrying amount Depreciation and impairment Net carrying amount 7,155 (831) 906 (404) − − (7) 485 (7) 7,297 1,336 (369) − − 38 98 (47) 8,354 (2,795) 399 − 222 (892) (46) (1) − 5 (3,108) − 160 (928) (43) (5) 3 31 4,361 (432) 906 (182) (892) (46) (8) 485 (2) 4,190 1,336 (210) (928) (43) 34 101 (15) (3,889) 4,464 (1) (2) (3) (4) In 2022, the amounts reported on this line related to right‑of‑use assets held by Carrefour Taiwan (classified in discontinued operations in 2022 – see Note 2.1.3) at January 1, 2022. Accordingly, other changes shown in this table for 2022 did not include amounts relating to Carrefour Taiwan in the period. Carrefour Taiwan was sold on June 30, 2023. In 2023, increases notably include the right‑of‑use assets booked following the sale and leaseback of the real estate of five stores and four warehouses in Brazil for 105 million euros, and of six hypermarkets in Spain for 62 million euros (see Note 2.1.5). In 2022, the increases were linked to the sale and leaseback of nine hypermarkets and five supermarkets in Spain for an amount of 44 million euros. In 2023, changes in the scope of consolidation mainly reflect the inclusion of the right‑of‑use assets of the stores leased by Cora in Romania for 104 million euros (see Note 2.1.1.1). In 2022, changes in the scope of consolidation corresponded mainly to the inclusion of the right‑of‑use assets of the stores leased by Grupo BIG since June 1, 2022 (see Note 2.1.1.3). In 2023, exchange differences primarily reflect the increase in the value of the Brazilian real and the Polish zloty at the reporting date, partially offset by the decline in the value of the Argentine peso. 8.2 Lease commitments LEASE COMMITMENTS BY MATURITY (in millions of euros) Due within 1 year Due in 1 to 2 years Due in 2 to 5 years Due beyond 5 years TOTAL LEASE COMMITMENTS December 31, 2023 December 31, 2022 1,007 857 1,510 1,526 4,901 955 794 1,432 1,349 4,530 366 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com CONSOLIDATED FINANCIAL STATEMENTS AS OF DECEMBER 31, 2023 Notes to the consolidated financial statements NOTE 9 INVESTMENTS IN COMPANIES ACCOUNTED FOR BY THE EQUITY METHOD Accounting principles The consolidated statement of ﬁnancial position includes the Group’s share of the change in the net assets of companies accounted for by the equity method (associates and joint ventures), as adjusted to comply with Group accounting policies, from the date when signiﬁcant inﬂuence or joint control is acquired until the date when it is lost. Companies accounted for by the equity method are an integral part of the Group’s operations and the Group’s share of their net proﬁt or loss is therefore reported as a separate component of recurring operating income (“Net income/(loss) in accordance with of equity‑accounted companies”), recommendation no. 2020‑01 of the French accounting standards setter (ANC). The carrying amount of investments in equity‑accounted companies is tested for impairment in line with the accounting principles described in Note 7.3. 9.1 Changes in investments in equity‑accounted companies Changes in investments in equity‑accounted companies can be analysed as follows: (in millions of euros) At December 31, 2021 Acquisitions and capital increases Disposals Dividends Share of net income Exchange differences and other movements At December 31, 2022 Acquisitions and capital increases Disposals Dividends Share of net income Exchange differences and other movements At December 31, 2023 1,256 15 (52) (76) 50 5 1,197 2 − (82) 44 (20) 1,142 1 2 3 4 5 6 7 8 9 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 367 6 CONSOLIDATED FINANCIAL STATEMENTS AS OF DECEMBER 31, 2023 Notes to the consolidated financial statements 9.2 Information about associates The following table shows key ﬁnancial data for associates: (in millions of euros) Carmila (France) Provencia (France) Market Pay (France) Showroomprive.com (France) (1) Ulysse (Tunisia) Costasol (Spain) CarrefourSA (Turkey) (1) Other companies (2) % interest Total assets Shareholders’ equity Non‑current assets Net sales/ Revenues Net income/ (loss) 36% 50% 35% 9% 25% 34% 32% N/A 5,514 2,167 4,411 454 494 448 131 106 385 998 300 167 201 99 51 (39) 354 271 358 224 117 54 149 556 370 900 141 657 363 179 962 2,174 62 21 (13) 0 9 9 (9) 41 (1) (2) Financial data published for the year 2022. Corresponding to a total of 225 companies, none of which is individually material. At December 31, 2023, the two main associates were Carmila with a carrying amount of 707 million euros (December 31, 2022: 754 million euros) and Provencia with a carrying amount of 137 million euros (December 31, 2022: 134 million euros). These total value of represented 74% of two associates equity‑accounted companies at end‑2023. the All of the summary ﬁnancial data presented in the table above have been taken from the ﬁnancial statements of associates, restated where necessary to reﬂect adjustments made to harmonise accounting methods on application of equity accounting. These data have not been adjusted for any changes in fair value recognised at the time of the acquisition or for any loss of control and elimination of the Group’s share of proﬁt or loss arising on asset disposals or acquisitions carried out between the Group and the associate. MAIN CHANGES IN INVESTMENTS IN EQUITY‑ACCOUNTED COMPANIES IN 2023 Carmila (France) In ﬁrst‑half 2023, Carmila carried out a share buyback programme followed by cancellation of the shares, representing approximately 1.0% of the share capital. This led to an increase in Carrefour’s interest in Carmila, from 36.0% at December 31, 2022 to 36.4% at December 31, 2023. Market Pay (France) In the second half of 2023, Market Pay ﬁnalised the acquisition of Polish ﬁntech Novelpay, notably through the issue of new shares. This led to a decrease in Carrefour’s interest in Market Pay, from 38.6% at December 31, 2022 to 35.0% at December 31, 2023. Showroomprivé (France) Additional impairment of 7 million euros on the Showroomprivé income and shares was recognised against non‑recurring expenses in order to align their value with the company’s share price at December 31, 2023. Adialéa (France) In July 2023, Adialéa carried out a capital increase to which Carrefour elected not to subscribe, leading to the dilution of the at Group’s December 31, 2022 to 3.0% at December 31, 2023. company, interest from 5.0% that in The dilutive or accretive effects of the above transactions are not material and were recognised in non‑recurring income and expenses in accordance with the Group’s accounting principles. FOCUS ON CARMILA Carmila was set up in 2014 by the Group and its co‑investment partners. Its corporate purpose is to enhance the value of the shopping centres adjacent to Carrefour hypermarkets in France, Spain and Italy. Carmila is accounted for by the equity method because the governance rules established with the co‑investors allow Carrefour to exercise signiﬁcant inﬂuence over Carmila. Up until its merger with Cardety on June 12, 2017, Carmila’s governance was organised by a shareholders’ agreement between Carrefour (which held a 42% stake in Carmila) and other institutional investors (which held the remaining 58% stake). This agreement speciﬁed the composition of the Board of Directors and listed the decisions requiring the Board’s prior approval (votes subject to a simple or qualiﬁed majority, depending on the importance of the matters discussed). In parallel with the merger of Carmila into Cardety, the corporate governance rules were adjusted (restructuring of its governance and management bodies, and amendments to its Articles of Association and the Board of Directors’ Internal Rules). In light of the amended corporate governance rules, the Group considers that it has signiﬁcant inﬂuence over Carmila, which is accounted for using the equity method. This position is primarily derived from the fact that the Carrefour group is not represented by a majority on the Board of Directors (comprising 13 members, of which nine independent from Carrefour and four appointed by Carrefour as of December 31, 2023). Therefore, the Group does not have the unilateral ability to direct decisions requiring the Board’s prior consent, which concern a portion of the relevant activities. 368 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com CONSOLIDATED FINANCIAL STATEMENTS AS OF DECEMBER 31, 2023 Notes to the consolidated financial statements The following table presents key ﬁnancial data for Carmila at December 31, 2023 and 2022 (as published in Carmila’s consolidated ﬁnancial statements). Carmila’s European Public Real Estate Association Net Tangible Assets (EPRA NTA), corresponding to net assets excluding transfer costs, ﬁnancial instruments at fair value and the deferred tax effect, amounted to 3,443 million euros at December 31, 2023. (in millions of euros) Revenue (rental income) Operating income before fair value adjustment of assets Operating income (1) Net income/(loss) from continuing operations Total non‑current assets (1) Total current assets of which cash and cash equivalents Total non‑current liabilities Total current liabilities % interest held by Carrefour Carrefour – Value of Carmila’s shares accounted for by the equity method Carrefour – Cash dividends received from Carmila 2023 369 292 85 9 5,686 1,045 860 2,703 734 36.4% 707 61 2022 357 291 298 221 5,976 538 357 2,765 241 36.0% 754 52 (1) Since Carmila opted to measure its investment properties using the fair value model, in accordance with the option provided in IAS 40, the figures presented in the above table have been adjusted to reflect fair value adjustments to the property portfolio. Before being accounted for by the equity method in the Group financial statements, Carmila’s consolidated financial statements are therefore restated to apply the cost model applied by Carrefour. 9.3 Transactions with associates (related parties) The following table presents the main related‑party transactions carried out in 2023 with companies over which the Group exercises signiﬁcant inﬂuence: (in millions of euros) Net sales (sales of goods) Franchise fees Property development revenue (1) Sales of services Fees and other operating expenses Receivables at closing Payables at closing Carmila (France) Provencia (France) Market Pay (France) Ulysse (Tunisia) Costasol (Spain) CarrefourSA (Turkey) − − 30 19 (8) 7 (7) 623 8 − − − 22 − − − − − (120) 2 (8) 4 2 − − − 1 − 107 8 − 0 (7) 20 (8) − 4 − − − 1 (1) (1) Amounts are presented before elimination of the Group’s share in the associate of revenues and proceeds arising on transactions carried out between the Group and the associate. 1 2 3 4 5 6 7 8 9 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 369 6 CONSOLIDATED FINANCIAL STATEMENTS AS OF DECEMBER 31, 2023 Notes to the consolidated financial statements NOTE 10 INCOME TAX Accounting principles Income tax expense comprises current taxes and deferred taxes. It includes the Cotisation sur la Valeur Ajoutée des Entreprises (CVAE), a local business tax in France assessed on the value‑added generated by the business, which is reported under income tax expense because the Group considers that it meets the deﬁnition of a tax on income contained in IAS 12 – Income Tax. Deferred taxes are calculated on all temporary differences between the carrying amount of assets and liabilities in the consolidated statement of ﬁnancial position and their tax basis (except in the speciﬁc cases referred to in IAS 12), and carried‑forward tax losses. They are measured based on tax rates and tax laws that have been enacted or substantively enacted by the end of the reporting period. Deferred tax assets and liabilities are not discounted and are classiﬁed in the statement of ﬁnancial position under non‑current assets and non‑current liabilities. The recoverability of deferred tax assets is assessed separately for each tax entity, based on estimates of future taxable proﬁts contained in the business plan for the country concerned (prepared as described in Note 7.3) and the amount of deferred tax liabilities at the period‑end. A valuation allowance is recorded to write down deferred tax assets whose recovery is not considered probable. 10.1 Income tax expense for the period (in millions of euros) Current income tax expense (including provisions) Deferred income taxes TOTAL INCOME TAX EXPENSE 2023 (341) (98) (439) 2022 (362) (46) (408) 370 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com CONSOLIDATED FINANCIAL STATEMENTS AS OF DECEMBER 31, 2023 Notes to the consolidated financial statements TAX PROOF Theoretical income tax for 2023 and 2022 has been calculated by multiplying consolidated income before tax by the standard French corporate income tax rate. For 2023, theoretical income tax expense amounted to 346 million euros compared with actual net income tax expense of 439 million euros, as follows: (in millions of euros) Income before taxes Standard French corporate income tax rate Theoretical income tax expense Adjustments to arrive at effective income tax rate: ■ Differences between the standard French corporate income tax rate and overseas nominal taxation rates ■ ■ ■ ■ Effect of changes in applicable tax rates Tax expense and tax credits not based on the taxable income (1) Tax effect of other permanent differences (2) Deferred tax assets recognised on temporary differences and tax loss carryforwards of previous years (3) ■ Deferred tax assets not recognised on temporary differences and tax carryforwards arising in the year (4) loss Valuation allowances on deferred tax assets recognised in prior years (4) Tax effect of net income from equity‑accounted companies Other differences ■ ■ ■ TOTAL INCOME TAX EXPENSE Effective tax rate (ETR) 2023 1,339 25.83% (346) (7) − 97 (43) 7 (153) (5) 11 (2) (439) 32.8% 2022 1,973 25.83% (510) (51) 0 129 53 33 (71) (4) 13 (1) (408) 20.7% (1) (2) (3) (4) The reported amount of taxes other than on income notably takes into account the CVAE local business tax in France, which fell to 19 million euros in 2023 (2022: 37 million euros) due to the halving of the applied rate, as well as withholding taxes, tax credits and changes in provisions for tax risks. In 2022, it also included income of 52 million euros resulting from the decision of the Brazilian Supreme Court not to tax certain tax credits. In 2023 and 2022, this item includes the tax saving relating to notional interest paid by the Brazilian subsidiary Atacadão, which dropped sharply following the significant reduction in the amount paid in 2023. In 2023, this item also includes non‑deductible expenses relating to the disposal of equity investments in France and losses incurred on the conversion of Grupo BIG stores in Brazil. In 2022, deferred tax assets recognised on prior years’ tax losses primarily concerned France and Brazil. In 2023, unrecognised deferred tax assets and valuation allowances chiefly concerned Grupo BIG in Brazil, Italy and Belgium, and Carrefour Banque in France. In 2022, they concerned to a lesser extent Grupo BIG in Brazil, Italy and Belgium. 10.2 Deferred tax assets and liabilities The Group had a net deferred tax asset of 95 million euros at December 31, 2023, versus 110 million euros at December 31, 2022 as restated for IFRS 3. (in millions of euros) Deferred tax assets (DTA) Deferred tax liabilities (DTL) NET DEFERRED TAX ASSETS (1) See Note 4. December 31, 2023 December 31, 2022 (1) IFRS 3 restated 395 (300) 95 475 (365) 110 1 2 3 4 5 6 7 8 9 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 371 6 CONSOLIDATED FINANCIAL STATEMENTS AS OF DECEMBER 31, 2023 Notes to the consolidated financial statements The following table shows the main sources of deferred taxes: December 31, 2022 IFRS 3 restated & (1)(2) IAS 12 Deferred income (expense) tax Change Income tax on other comprehensive income (OCI) Changes in consolidation scope, translation adjustment, (3) other December 31, 2023 1,483 1,200 1,029 343 129 14 284 4,483 (1,912) 2,571 (2,097) 475 (1,129) (424) (257) (113) (60) (294) (2,277) 1,912 (365) 110 44 73 (80) 63 3 (8) (10) 85 (46) 39 (118) (79) (45) (47) 10 − 14 2 (65) 46 (19) (98) − − 9 − − 2 (0) 11 8 19 (2) 18 − − − − 32 (0) 31 (8) 23 40 20 15 67 0 (11) 21 (86) 27 3 30 (48) (18) (15) 79 (0) (5) 0 2 63 (3) 61 42 1,548 1,288 1,026 407 121 29 186 4,605 (1,947) 2,659 (2,264) 395 (1,188) (391) (247) (118) (14) (290) (2,247) 1,947 (300) 95 (in millions of euros) Tax loss carryforwards (4) Lease commitments and restoring assets at the end of the property leases (2) Non‑deductible provisions (1) Goodwill amortisation allowed for tax purposes (1) Inventories Financial instruments Other temporary differences (2) Deferred tax assets before netting Effect of netting deferred tax assets and liabilities (1)(2) Deferred tax assets after netting Valuation allowances on deferred tax assets Net deferred tax assets Right‑of‑use assets and sub‑lease receivable (2) Property and equipment Provisions recorded solely for tax purposes Goodwill amortisation allowed for tax purposes Financial instruments Other temporary differences Deferred tax liabilities before netting Effect of netting deferred tax assets and liabilities (1)(2) Deferred tax liabilities after netting NET DEFERRED TAXES (1) (2) (3) (4) Deferred tax assets and liabilities were retrospectively restated in Grupo BIG’s opening balance sheet in a negative amount of 1 million euros with a corresponding adjustment to goodwill in accordance with IFRS 3 (see Note 4). In accordance with the amendments to IAS 12 – Income Taxes, deferred tax relating to assets and liabilities arising from a single transaction are presented prior to offsetting. The reversal of offsetting shown in the table above concerns right‑of‑use assets along with lease commitments and provisions for the associated restoration costs. The assets side of this column includes reclassifications of items in Brazil from the “Other temporary differences” line to the “Non‑deductible provisions” and “Financial instruments” lines. At December 31, 2023, the amount of deferred tax assets and write‑downs of deferred tax assets relating to tax loss carryforwards primarily concerns Brazil and Italy. 10.3 Unrecognised deferred tax assets Unrecognised deferred tax assets amounted to 2,264 million euros at December 31, 2023 (December 31, 2022: 2,097 million euros), including 1,481 million euros related to tax loss carry forwards (December 31, 2022: 1,282 million euros) and 784 million euros to temporary differences (December 31, 2022: 816 million euros). 372 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com CONSOLIDATED FINANCIAL STATEMENTS AS OF DECEMBER 31, 2023 Notes to the consolidated financial statements NOTE 11 PROVISIONS AND CONTINGENT LIABILITIES Accounting principles In accordance with IAS 37 – Provisions, Contingent Liabilities and Contingent Assets, a provision is recorded when, at the period‑end, the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that an outﬂow of resources embodying economic beneﬁts will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation. This obligation may be legal, regulatory or contractual, or even implicit. The amount of the provision is estimated based on the nature of the obligation and the most probable assumptions. Provisions are discounted when the effect of the time value of money is material. Contingent statement of ﬁnancial position, are deﬁned as: liabilities, which are not recognised in the ■ ■ possible obligations that arise from past events and whose existence will be confirmed only by the occurrence or non‑occurrence of one or more uncertain future events not wholly within the control of the Group; or present obligations that arise from past events but are not recognised because it is not probable that an outflow of resources embodying economic benefits will be required to settle the obligation or the amount of the obligation cannot be measured with sufficient reliability. 11.1 Changes in provisions (in millions of euros) Employee beneﬁts Claims and litigation Tax litigations Employee related disputes Legal disputes Restructuring (1) Provisions related to banking and insurance businesses (2) Other (3) December 31, 2022 IFRS 3 (4) restated Reversals of surplus (5) provisions Increases Utilisations Discounting adjustment 537 2,773 1,773 599 401 138 280 251 67 445 102 207 136 216 63 22 (35) (333) (126) (131) (76) (13) (22) (35) (49) (238) (41) (142) (56) (104) (46) (19) 36 − − − − − − − TOTAL PROVISIONS 3,979 814 (436) (456) 36 Exchange differences, changes in scope of consolidation (6) and other (11) 70 61 8 2 0 2 14 76 December 31, 2023 545 2,717 1,770 541 406 239 278 233 4,012 (1) (2) (3) (4) (5) (6) See Notes 2.2 and 6.3. Provisions relating to the banking and insurance businesses notably include provisions for credit risks on loan commitments (off‑balance sheet) recognised in accordance with IFRS 9, and provisions set aside to cover insurance underwriting risk. Out of the provisions relating to the estimated cost of the claim arising from the fire that occurred in March 2022 in the Yang Mei logistics centre in Taiwan, 24 million euros were reversed (utilised) during the period following payment by the Group’s insurance companies of the balance of the compensation due (see Note 2.1.3). Other provisions notably include provisions for dismantling or restoring assets at the end of the property leases, provisions for employee benefits of stores transferred to lease management contracts and provisions for onerous contracts. Provisions for tax and labour risks have been retrospectively restated in Grupo BIG’s opening balance sheet with a corresponding adjustment to goodwill in accordance with IFRS 3 (see Notes 2.1.1.3 and 4). Reversals of surplus provisions mainly concern Brazil and relate to tax and labour risks for which the statute of limitations has expired or for which judgements were handed down in favour of the Group. Exchange differences totalled 79 million euros, corresponding almost entirely to the slight increase in the value of the Brazilian real over the period. Other changes mainly correspond to the reclassification of the provision for employee benefits to other provisions for 11 million euros following the transfer of integrated stores to lease management contracts in France in 2023. 1 2 3 4 5 6 7 8 9 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 373 6 CONSOLIDATED FINANCIAL STATEMENTS AS OF DECEMBER 31, 2023 Notes to the consolidated financial statements involved Group companies are in a certain number of pre‑litigation and litigation proceedings in the normal course of business. They are also subject to tax audits that may result in reassessments. The main claims and legal proceedings are described below. In each case, the risk is assessed by Group management and their advisors. At December 31, 2023, claims and legal proceedings involving the Group were covered by provisions totalling 2.72 billion euros, compared with 2.77 billion euros at December 31, 2022, as restated for IFRS 3. No details are provided because the Group considers that disclosure of the amount set aside in each case could be seriously detrimental to its interests. 11.2 Claims and litigation In the normal course of its operations in eight integrated countries, the Group is involved in claims and legal proceedings of all kinds, particularly tax, employee‑related and commercial disputes. 11.2.1 Tax disputes (including disputes related to corporate income tax classified in tax payables) Certain Group companies have been or are currently the subject of tax audits conducted by their local tax authorities. In Brazil, Carrefour is exposed to tax risks, in particular relating to the tax on the distribution of goods and services (ICMS), related tax credits (determination of the amounts claimable and documentation of the claims), and federal contributions to the social integration programme and to the ﬁnancing of the social security system (PIS‑COFINS). The Group has challenged most of the assessments, particularly the constitutionality of certain legislative provisions on which they are based. The estimated risk in each case is reviewed regularly with the Carrefour Brazil group’s advisors and an appropriate provision is recorded. At December 31, 2023, totalled 1,653 million euros (versus 1,651 million euros at December 31, 2022 as restated for IFRS 3) and legal deposits paid in connection with reassessments contested by the Group – recorded in “Other non‑current ﬁnancial assets” (see Note 14.5) – amounted to 444 million euros (393 million euros at December 31, 2022). the corresponding provision 11.2.2 Employee related disputes As a major employer, the Group is regularly involved in disputes with current or former employees. In addition, disputes may also arise from time to time with a large group of current or former employees. In Brazil, many former employees have initiated legal proceedings against the Group, notably claiming overtime pay that they allege is due to them. 11.2.3 Tax and commercial disputes The Group is subject to regular audits by the various authorities responsible for overseeing compliance with competition, consumer and all other applicable laws. As for any company, its disputes may also arise between co‑contractors, particularly its franchisees, service providers or suppliers. the Group and 11.3 Contingent liabilities To the best of the Group’s knowledge, there are no contingent liabilities that may be considered likely to have a material impact on the Group’s results, ﬁnancial position, assets and liabilities or business. In Brazil, due to the highly complex tax rules, especially those applicable to retailers, the Group is exposed to tax risks which the Group and its counsel consider are unlikely to lead to an outﬂow of resources. The tax risks represented a total exposure of 2.1 billion euros at December 31, 2023 (an increase of approximately 0.4 billion euros versus December 31, 2022, mainly due to the fact that the reassessments notiﬁed in previous ﬁscal years have been extended to new ﬁscal years, and to the slight increase in the value of the Brazilian real). The main tax risk concerns the deductibility for tax purposes of the goodwill amortisation relating to the 2007 acquisition of Atacadão, representing a total exposure of 616 million euros (including costs) at December 31, 2023. The Group continues to believe that the risk is unlikely to lead to an outﬂow of resources. investigations launched since 2018 by The the French competition authority regarding purchasing cooperatives in the predominantly food‑based segment of the retail industry are still pending. Along with some 100 companies and roughly 15 professional associations (including the French Trade and Retail Federation – Fédération du Commerce et de la Distribution), several French subsidiaries of Carrefour SA received a statement of objections from the French competition authority on October 5, 2021 as part of a simpliﬁed procedure accusing them of having coordinated between February 2012 and September 2015 to implement a collective strategy aimed at: (i) (ii) refraining from any reporting on the absence of Bisphenol A (BPA) in metal containers in order to prevent any single company from gaining a competitive advantage, and agreeing to set the same dates for the marketing of BPA‑free the discontinuation of marketing of containers and containers with BPA. On December 29, 2023, the French Trade and Retail Federation, Carrefour SA and its subsidiaries were acquitted. On October 1, 2019, Carrefour Argentina (INC SA) and its former Chairman were accused of complicity in unauthorised ﬁnancial intermediation, with the alleged events occurring between 2012 and 2015 in a context of hyperinﬂation. On December 5, 2022, INC SA and its former Chief Executive Officer were acquitted. This decision was appealed by Argentina’s Central Bank on December 13, 2022. INC SA and its former Chairman were acquitted by a ﬁnal judgement dated September 1, 2023. announced initiated by two criminal In August 2019, Atacadão SA the State of São Paolo’s public proceedings prosecutor (GEDEC) against public officials and company employees concerning the conditions under which the operating licences for the headquarters of Atacadão and two stores were renewed. Atacadão SA not being party to these criminal proceedings, the municipality of São Paolo initiated two civil proceedings against the company on June 27, 2020 and May 25, 2021. the municipality of São Paulo dismissed Atacadão SA’s liability and terminated the proceedings initiated on June 27, 2020. The proceedings were effectively terminated on April 12, 2023. In a decision dated March 14, 2023, 374 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com CONSOLIDATED FINANCIAL STATEMENTS AS OF DECEMBER 31, 2023 Notes to the consolidated financial statements NOTE 12 NUMBER OF EMPLOYEES, EMPLOYEE COMPENSATION AND BENEFITS Accounting principles Group employees receive short‑term beneﬁts (paid vacation, paid sick leave and statutory proﬁt‑sharing bonuses), long‑term beneﬁts (such as long‑service awards and seniority bonuses) as length‑of‑service awards and supplementary pension beneﬁts). Post‑employment beneﬁts may correspond to either deﬁned contribution or deﬁned beneﬁt plans. post‑employment beneﬁts (such and All of these beneﬁts are accounted for in accordance with IAS 19 – Employee Beneﬁts. Short‑term beneﬁts (i.e., beneﬁts expected to be settled wholly before 12 months after the end of the annual reporting period in which the employees render the related services) are classiﬁed as current liabilities (under “Other current payables”) and recorded as an expense for the year in which the employees render the related services (see Note 6.2.2). Post‑employment beneﬁts and other long‑term beneﬁts are measured and recognised as described in Note 12.1. Two types of share‑based payment plans have been set up for management and selected employees – stock option plans and performance share plans. These plans fall within the scope of IFRS 2 – Share‑based Payment and are accounted for as described in Note 12.2. 12.1 Pension and other post‑employment benefits Accounting principles Post‑employment beneﬁts are employee beneﬁts that are payable after the completion of employment. The Group’s post‑employment beneﬁt plans include both deﬁned contribution plans and deﬁned beneﬁt plans. DEFINED CONTRIBUTION PLANS Deﬁned contribution plans are post‑employment beneﬁt plans under which the Group pays regular contributions into a separate entity that is responsible for the plan’s administrative and ﬁnancial management as well as for the payment of beneﬁts, such that the Group has no further obligation. These plans include government‑sponsored pension schemes, deﬁned contribution supplementary pension plans and deﬁned contribution pension funds. The contributions are recorded as an expense for the period in which they become due. DEFINED BENEFIT AND LONG‑TERM BENEFIT PLANS A liability is recognised for deﬁned beneﬁt obligations that are determined by reference to the plan participants’ years of service with the Group. The deﬁned beneﬁt obligation is calculated annually using the projected unit credit method, taking into account actuarial assumptions such as future salary levels, retirement age, mortality, staff turnover and the discount rate. The discount rate corresponds to the interest rate observed at the period‑end for investment grade corporate bonds with a maturity close to that of the deﬁned beneﬁt obligation. The calculations are performed by a qualiﬁed actuary. liability recorded The net for deﬁned beneﬁt plans corresponds to the present value of the deﬁned beneﬁt obligation less the fair value of plan assets (if any). The cost recognised in the income statement comprises: ■ ■ current service cost, past service cost and the gain or loss on plan amendments or settlements (if any), recorded in operating expense; interest expense on the defined benefit liability, net of interest income on the plan assets, recorded in net financial expense. the net deﬁned beneﬁt Remeasurements of liability (comprising actuarial gains and losses, the return on plan assets and any change in the effect of the asset ceiling) are recognised immediately in “Other comprehensive income”. UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 375 1 2 3 4 5 6 7 8 9 6 CONSOLIDATED FINANCIAL STATEMENTS AS OF DECEMBER 31, 2023 Notes to the consolidated financial statements 12.1.1 Description of the main defined benefit plans The main deﬁned beneﬁt plans concern supplementary pension beneﬁts paid annually in some countries to retired employees of the Group, and in collective bargaining agreements that are paid to employees upon retirement. The plans, which are presented below, mainly concern France, Belgium and Italy. length‑of‑service awards provided for French plans Group employees in France are entitled to a length‑of‑service award when they retire, determined in accordance with the law and the applicable collective bargaining agreement. The award is measured as a multiple of the individual’s monthly salary for the last 12 months before retirement, determined by reference to his or her years of service, and may be capped for certain plans in place. Following the enactment of France’s amended social security ﬁnancing law no. 2023‑270 on April 15, 2023, the pension reform has been taken into account in determining provisions for deﬁned beneﬁt plans at December 31, 2023: the changes brought about by this reform have been analysed as a plan amendment within the meaning of IAS 19; the impact has been treated accordingly as a past service cost and therefore recognised in operating income. Furthermore, as a reminder, the Board of Directors decided at its April 20, 2020 meeting to set up a supplementary deﬁned beneﬁt pension plan that meets the requirements of Article L. 137‑11‑2, as amended, of the French Social Security Code (Code de la sécurité sociale), effective from January 1, 2020. The main characteristics of the plan are as follows: ■ ■ ■ beneficiaries will retain the annual rights accrued in the event that they leave the Company; the rights accrued in a given year will be calculated based on the compensation for that year (reference compensation), without exceeding 60 times the annual social security ceiling; rights vest subject to the achievement of annual performance conditions: the performance criteria and specified targets are chosen among those used by the Board of Directors to determine the annual variable component of the Executive Officer’s compensation; ■ the annual vesting rate under the plan will vary depending on the achievement rates for the performance criteria, and the aggregate annual percentages applied for a given beneficiary, all employers combined, will be capped at 30%. The Group has externalised the plan’s management to an insurance company, through a deferred annuity contract fully invested in euro‑denominated funds. Belgian plans The Group’s main commitments “prepensions” and the “solidarity fund”. in Belgium concern for The prepension scheme provides the payment of unemployment beneﬁts during the period from the retirement age proposed in the collective bargaining agreement to the statutory retirement age. Carrefour is committed to topping up the beneﬁts paid by the Belgian State, so that the individuals concerned receive 95% of their ﬁnal net salary. The retirement age under Belgian law, amended in 2015, is 65 (unless otherwise provided). Under the collective bargaining agreement applicable to Carrefour, employees are eligible for prepension beneﬁts from the age of 62 (unless otherwise provided). The solidarity fund is a corporate supplementary pension plan that offers participants the choice between a lump sum payment on retirement or a monthly pension for the rest of their lives. The plan was closed in 1994 and replaced by a deﬁned contribution plan. Consequently, the projected beneﬁt obligation only concerns pension rights that vested before 1994. Furthermore, as of 2016, an additional provision has been recorded for deﬁned contribution plans with a minimum legal guaranteed yield, in view of the current economic conditions. Italian plans The Group’s commitments Italy primarily concern the in Trattemento di Fine Rapporto (TFR) deferred salary scheme. The TFR scheme underwent a radical reform in 2007, with employers now required to pay contributions to an independent pension fund in full discharge of their liability. The Group’s obligation therefore only concerns deferred salary rights that vested before 2007. 376 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com CONSOLIDATED FINANCIAL STATEMENTS AS OF DECEMBER 31, 2023 Notes to the consolidated financial statements 12.1.2 Net expense for the period The expense recorded in the income statement is detailed as follows: 2022 (in millions of euros) Current service cost Past service cost (plan amendments and curtailments) Settlements and other Service cost Interest cost (discount effect) Return on plan assets Other items EXPENSE (INCOME) FOR 2022 2023 (in millions of euros) Current service cost Past service cost (plan amendments and curtailments) (1) Settlements and other (2) Service cost Interest cost (discount effect) Return on plan assets Other items EXPENSE (INCOME) FOR 2023 France Belgium Italy Other countries Group total 44 (8) (1) 34 4 (0) (5) 33 18 − − 18 4 (2) (1) 19 0 − 1 1 1 − − 1 1 − − 1 1 − (0) 2 63 (8) (0) 53 9 (2) (6) 55 France Belgium Italy Other countries Group total 29 (17) (22) (10) 13 (0) 0 3 14 − − 14 13 (7) 0 20 0 − 0 0 2 − − 2 1 0 − 1 1 − 0 2 44 (17) (22) 5 29 (7) 0 27 (1) (2) This line includes income of 17 million euros recognised within employee benefits expense corresponding to the amendment to benefits granted to beneficiaries following the enactment on April 15, 2023 of the French Amended Social Security Financing law (law no. 2023‑270). This law provides for, among other things, a gradual increase in the statutory retirement age as from September 1, 2023 to 64 in 2030. The line includes the impact of curtailments following the remeasurement of commitments resulting from the restructuring plan being implemented in France (see Note 2.2), recognised in non‑recurring income for 14 million euros. The net expense for 2023 corresponds to 19 million euros recognised in employee beneﬁts expense, 14 million euros recognised in non‑recurring income, and 22 million euros recorded in ﬁnancial expense. The net expense for 2022 corresponded to 48 million euros recognised in employee beneﬁts expense and 7 million euros in ﬁnancial expense. 12.1.3 Breakdown of the provision (in millions of euros) Deﬁned beneﬁt obligation Fair value of plan assets Provision at December 31, 2022 Deﬁned beneﬁt obligation Fair value of plan assets Provision at December 31, 2023 France Belgium Italy Other countries Group total 341 (28) 313 353 (31) 321 352 (197) 154 341 (189) 153 59 − 59 58 − 58 10 − 10 13 − 13 762 (225) 537 765 (220) 545 1 2 3 4 5 6 7 8 9 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 377 6 CONSOLIDATED FINANCIAL STATEMENTS AS OF DECEMBER 31, 2023 Notes to the consolidated financial statements 12.1.4 Change in the provision (in millions of euros) Provision at January 1, 2022 Movements recorded in the income statement Beneﬁts paid directly by the employer Effect of changes in scope of consolidation (1) Change in actuarial gains and losses (2) Other Provision at December 31, 2022 Movements recorded in the income statement Beneﬁts paid directly by the employer Effect of changes in scope of consolidation (1) Change in actuarial gains and losses (2) Other Provision at December 31, 2023 France Belgium Italy Other countries Group total 445 33 (14) (67) (84) − 313 3 (16) (11) 32 − 321 215 19 (13) − (59) (7) 154 20 (11) − (4) (7) 153 88 1 (13) − (17) − 59 2 (10) − 6 − 58 39 2 (1) (29) (1) 1 10 2 (1) − 2 (0) 13 786 55 (40) (96) (161) (6) 537 27 (37) (11) 36 (7) 545 (1) (2) In 2022 and 2023, the effect of changes in the scope of consolidation in France, which reduced the provision by 67 million euros and 11 million euros, respectively, corresponded to the reclassification of the provision for employee benefits to other provisions following the transfer of integrated stores to lease management contracts. In 2022, the amount reported in the “Other countries” column corresponded to the provision recognised by Carrefour Taiwan (classified within discontinued operations in 2022 – see Note 2.1.3) at January 1, 2022. Carrefour Taiwan was sold on June 30, 2023. This line breaks down as follows: 2022 (in millions of euros) France Belgium Italy Actuarial (gain)/loss due to experience Actuarial (gain)/loss due to demographic assumption changes Actuarial (gain)/loss due to ﬁnancial assumption changes (1) Return on plan assets (greater)/less than discount rate Changes in actuarial gains and losses 2022 (2) 3 (84) (0) (84) 0 − (75) 16 (59) 3 (1) (19) − (17) Other countries Group total 0 2 (179) 16 (161) (1) 0 (1) − (1) Other 2023 (in millions of euros) France Belgium Italy countries Group total Actuarial (gain)/loss due to experience Actuarial (gain)/loss due to demographic assumption changes Actuarial (gain)/loss due to ﬁnancial assumption changes (1) Return on plan assets (greater)/less than discount rate Changes in actuarial gains and losses 2023 13 4 15 (0) 32 (13) − 9 0 (4) 3 (0) 3 − 6 0 (0) 2 − 2 3 4 29 0 36 (1) Eurozone discount rates increased sharply in 2022, from 0.80% at end‑2021 to 3.80% at end‑2022. These rates decreased in 2023 to represent 3.20% at the year‑end. 378 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com CONSOLIDATED FINANCIAL STATEMENTS AS OF DECEMBER 31, 2023 Notes to the consolidated financial statements 12.1.5 Plan assets (in millions of euros) Fair value at January 1, 2022 Return on plan assets Beneﬁts paid out of plan assets Actuarial gain/(loss) Other (1) Fair value at December 31, 2022 Return on plan assets Beneﬁts paid out of plan assets Actuarial gain/(loss) Other Fair value at December 31, 2023 France Belgium Italy countries Group total Other 20 0 (0) 0 8 28 0 (2) 0 6 31 228 2 (24) (16) 7 197 7 (23) (0) 7 189 − − − − − − − − − − − 21 − − − (21) − − − − − − 269 2 (24) (16) (6) 225 7 (25) (0) 13 220 (1) The 21 million euro expense reported in the “Other countries” column corresponded to the provision recognised by Carrefour Taiwan (classified within discontinued operations in 2022 – see Note 2.1.3) at January 1, 2022. Carrefour Taiwan was sold on June 30, 2023. Plan assets break down as follows by asset class: December 31, 2023 December 31, 2022 Bonds Equities Monetary investments Real estate and other Bonds Equities Monetary investments Real estate and other France Belgium 0% 0% 0% 0% 100% 100% 0% 0% 8% 0% 1% 0% 91% 100% 0% 0% Hedging assets such as bonds and equities, which consisted solely of listed securities at the end of 2022, were used to settle beneﬁts due to employees who retired in 2023. 12.1.6 Actuarial assumptions and sensitivity analysis The assumptions used to measure deﬁned beneﬁt obligations for length‑of‑service awards in the three main countries are as follows: Retirement age Rate of future salary increases Inﬂation rate Discount rate 2023 64‑67 2022 63‑67 2% to 2.6% 2% to 2.6% 2.0% 3.20% 2.0% 3.80% At December 31, 2023, a discount rate of 3.20% was used for France, Belgium and Italy (December 31, 2022: 3.80%). The discount rate is based on an index of AA‑rated corporate bonds with maturities that correspond to the expected cash outﬂows of the plans. In 2023, the average duration of the deﬁned beneﬁt obligation under French, Belgian and Italian plans was 8.4 years, 7.0 years and 8.2 years respectively (2022: 9.0 years, 6.7 years and 8.6 years respectively). Sensitivity tests show that: ■ ■ a 25‑bps increase in the discount rate would reduce the defined benefit obligation under the French, Belgian and Italian plans by around 12 million euros; a 25‑bps increase in the inflation rate would increase the defined benefit obligation under the French, Belgian and Italian plans by around 5 million euros. 1 2 3 4 5 6 7 8 9 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 379 6 CONSOLIDATED FINANCIAL STATEMENTS AS OF DECEMBER 31, 2023 Notes to the consolidated financial statements 12.2 Share‑based payments Accounting principles Two types of share‑based payment plans have been set up for members of management and selected employees – stock option plans and performance share plans. As the plans are equity‑settled, the beneﬁt represented by the share‑based payment in employee beneﬁts is recorded expense with a corresponding increase in shareholders’ equity in accordance with IFRS 2 – Share‑based Payment. The cost recorded in employee beneﬁts expense corresponds to the fair value of the equity instruments on the grant date (i.e., the the plan’s date on which grantees are informed of characteristics and terms). Fair value is determined using the Black‑Scholes option pricing model for stock options and the share price on the grant date for performance shares. Performance conditions that are not based on market conditions are not taken into account to estimate the fair value of stock options and performance shares at the measurement date. However, they are taken into account in estimates of the number of shares that are expected to vest, as updated at each period‑end based on the expected achievement rate for the non‑market performance conditions. The cost calculated as described above is recognised on a straight‑line basis over the vesting period. The cost of share‑based payment plans for 2023 recorded under employee beneﬁts expense in recurring operating income was 53 million euros, with a corresponding increase in equity (2022: 22 million euros). The increase reﬂects the employee share ownership plan launched in May 2023 (see Note 2.6). Details of the stock option and performance share plans set up for Executive Management and selected employees are presented below. 12.2.1 Stock option plans There were no longer any Carrefour SA stock option plans outstanding at December 31, 2023, since the 2010 plans based on performance conditions and continued employment in the Group expired in July 2017. a. Brazil 2017 “Pre‑IPO” Plan On March 21, 2017, the Board of Directors of Atacadão decided to award options on existing or new Atacadão shares. This stock option plan was approved by Atacadão’s Shareholders’ Meeting held on the same date. Options awarded under this plan represented a maximum number of 9,283,783 shares, or 0.47% of Atacadão’s share capital. The options were subject to the following vesting conditions: ■ ■ ■ one‑third of the options vested at the date of the company’s IPO; one‑third of the options vested 12 months after the date of the IPO; one‑third of the options vested 24 months after the date of the IPO. 380 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com CONSOLIDATED FINANCIAL STATEMENTS AS OF DECEMBER 31, 2023 Notes to the consolidated financial statements The table below shows the main assumptions used to calculate the fair value of the options awarded in 2017. Fair value of the options at the grant date Exercise price (in reals) Estimated fair value of the share at the grant date (in reals) Volatility (in %) Dividend growth (in %) Risk‑free interest rate (in %) Expected average life of share option (years) Model Fair value option at grant date (in reals) Movements in the 2017 stock option plan were as follows: Options outstanding at January 1 Options granted during the year Options exercised during the year Options cancelled or that expired during the year Options outstanding at December 31 Brazil 2017 “Pre‑IPO” Plan 11.7 11.7 29.02% 1.35% 10.25% 2.72 Binomial 3.73 2023 2022 1,123,681 2,626,971 − − (1,100,345) (1,503,290) (23,336) − − 1,123,681 1 2 3 4 The options were exercised up to March 21, 2023 at a price of 11.7 Brazilian reals. b. 2019 “Regular” Plan in Brazil On June 26, 2017, Atacadão’s Extraordinary Shareholders’ Meeting approved a regular stock option plan (“regular plan”) providing for annual grants of stock options subject to the following conditions: vesting period: 36 months after the grant date; ■ ■ ■ ■ maximum exercise period: end of the sixth year following the date of the stock option plan; 5 maximum dilution: 2.5% of the total amount of ordinary shares comprising the share capital; exercise price: to be determined by the Board of Directors when granting stock options. The price will take into account the share price during a maximum of 30 days preceding the date of grant. On September 26, 2019, the Board of Directors of Atacadão decided to award the ﬁrst options, as shown below: Grant date Number of options granted Life of the options Number of grantees Exercise period Number of options outstanding Exercise price (in reals) Brazil 2019 “Regular” Plan September 26, 2019 3,978,055 6 years 92 From September 26, 2022 to September 26, 2025 3,159,255 21.98 6 7 8 9 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 381 6 CONSOLIDATED FINANCIAL STATEMENTS AS OF DECEMBER 31, 2023 Notes to the consolidated financial statements The table below shows the main assumptions used to calculate the fair value of the options awarded in 2019. Fair value of the options at the grant date Exercise price (in reals) Estimated fair value of the share at the grant date (in reals) Volatility (in %) Dividend growth (in %) Risk‑free interest rate (in %) Expected average life of share option (years) Model Fair value option at grant date (in reals) Brazil 2019 “Regular” Plan 21.98 21.98 27.20% 1.09% 5.57% 3 Binomial 5.20 The number of options outstanding at December 31, 2023 under the 2019 stock option plan amounted to 3,159,255. 12.2.2 Performance share plans a. Carrefour SA performance share plans Under the 2020 performance share plan which expired on February 27, 2023, the level of attainment achieved by the Carrefour group was 100%. Accordingly, 2,046,409 shares were delivered to the beneﬁciaries in accordance with the relevant settlement terms. In addition, 6,400 shares were also delivered to heirs of employees under the ongoing 2021 and 2022 Performance Plans. On February 17, 2021, based on the Compensation Committee’s recommendation, Carrefour SA’s Board of Directors decided to use the authorisation given in the 25th resolution of the Annual Shareholders’ Meeting held on June 14, 2019 to grant new or existing performance shares. The plan provided for the grant of a Details of the 2021 performance share plan are presented below. Shareholders’ Meeting date Grant date (1) Vesting date (2) Total number of shares approved at the grant date Number of grantees at the grant date Fair value of each share (in euros) (3) maximum of 3,000,000 shares (representing 0.37% of the share capital at February 17, 2021). The shares will vest subject to a service condition and several performance conditions. The vesting period is three years from the date of the Board of Directors’ meeting at which the rights were granted. The number of shares that vest will depend on the achievement of four performance conditions: two conditions linked to financial performance (recurring operating income growth for 25% and net free cash flow growth for 25%); a condition linked to an external performance criterion (TSR), benchmarking the Carrefour share price against a panel of companies in the retail sector (for 25%); a CSR‑related condition (for 25%). ■ ■ ■ 2021 Performance Plan June 14, 2019 February 17, 2021 February 17, 2024 3,000,000 691 11.85 (1) (2) (3) Date of the Board of Directors’ decision to grant shares. The shares will vest subject to a service condition and several performance conditions. The fair value of shares is determined according to a reference price adjusted for dividends expected during the vesting period. 382 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com CONSOLIDATED FINANCIAL STATEMENTS AS OF DECEMBER 31, 2023 Notes to the consolidated financial statements Movements in performance share grants related to the 2021 plan were as follows: Shares allotted at January 1 Shares granted during the year Shares delivered to the grantees during the year (1) Shares cancelled during the year Shares allotted at December 31 (1) Corresponds only to shares vested to heirs of employees. 2023 2022 2,662,800 2,927,600 − (3,200) (233,500) 2,426,100 − (4,100) (260,700) 2,662,800 Under the 2021 performance share plan which expired on February 17, 2024, the level of attainment achieved by the Carrefour group was 100%. Accordingly, 2,411,400 shares were delivered to the beneﬁciaries in accordance with the relevant settlement terms. On February 16, 2022, based on the Compensation Committee’s recommendation, Carrefour SA’s Board of Directors decided to use the authorisation given in the 29th resolution of the Annual Shareholders’ Meeting held on May 21, 2021 to grant new or existing performance shares. The plan provided for the grant of a maximum of 3,104,000 shares (representing 0.40% of the share capital at February 16, 2022). The shares will vest subject to a service condition and several performance conditions. The vesting period is three years from the date of the Board of Directors’ meeting at which the rights were granted. The number of shares that vest will depend on the achievement of four performance conditions: two conditions linked to financial performance (recurring operating income growth for 25% and net free cash flow growth for 25%); a condition linked to an external performance criterion (TSR), benchmarking the Carrefour share price against a panel of companies in the retail sector (for 25%); a CSR‑related condition for 25%. ■ ■ ■ Details of the 2022 performance share plan are presented below. Shareholders’ Meeting date Grant date (1) Vesting date (2) Total number of shares approved at the grant date Number of grantees at the grant date Fair value of each share (in euros) (3) 2022 Performance Plan May 21, 2021 February 16, 2022 February 16, 2025 3,104,000 809 14.21 (1) (2) (3) Date of the Board of Directors’ decision to grant shares. The shares will vest subject to a service condition and several performance conditions. The fair value of shares is determined according to a reference price adjusted for dividends expected during the vesting period. Movements in performance share grants related to the 2022 plan were as follows: Shares allotted at January 1 Shares granted during the year Shares delivered to the grantees during the year (1) Shares cancelled during the year Shares allotted at December 31 (1) Corresponds only to shares vested to heirs of employees. 2023 2,947,945 2022 − − 3,104,000 (3,200) (218,375) 2,726,370 − (156,055) 2,947,945 1 2 3 4 5 6 7 8 9 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 383 6 CONSOLIDATED FINANCIAL STATEMENTS AS OF DECEMBER 31, 2023 Notes to the consolidated financial statements On February 14, 2023, based on the Compensation Committee’s recommendation, Carrefour SA’s Board of Directors decided to use the authorisation given in the 29th resolution of the Annual Shareholders’ Meeting held on May 21, 2021 to grant new or existing performance shares. The plan provided for the grant of a maximum of 2,833,260 shares (representing 0.38% of the share capital at February 14, 2023). The shares will vest subject to a service condition and several performance conditions. The vesting period is three years from the date of the Board of Directors’ meeting at which the rights were granted. The number of shares that vest will depend on the achievement of four performance conditions: ■ ■ ■ Details of the 2023 performance share plan are presented below. Shareholders’ Meeting date Grant date (1) Vesting date (2) Total number of shares approved at the grant date Number of grantees at the grant date Fair value of each share (in euros) (3) two conditions linked to financial performance (recurring operating income growth for 25% and net free cash flow growth for 25%); a condition linked to an external performance criterion (TSR), benchmarking the Carrefour share price against a panel of companies in the retail sector (for 25%); a CSR‑related condition for 25%. 2023 Performance Plan May 21, 2021 February 14, 2023 February 14, 2026 (1) (2) (3) Date of the Board of Directors’ decision to grant shares. The shares will vest subject to a service condition and several performance conditions. The fair value of shares is determined according to a reference price adjusted for dividends expected during the vesting period. Movements in performance share grants related to the 2023 plan were as follows: Shares allotted at January 1 Shares granted during the year Shares delivered to the grantees during the year Shares cancelled during the year Shares allotted at December 31 2,833,260 680 13.23 2023 − 2,833,260 − (67,460) 2,765,800 b. Atacadão performance share plans The Atacadão 2020 performance share plan expired on November 10, 2023. Accordingly, 529,780 shares were delivered to the beneﬁciaries in accordance with the relevant settlement terms. On August 25, 2021, the Board of Directors of Atacadão decided to grant rights to existing or new Atacadão shares. This plan was approved by Atacadão’s Shareholders’ Meeting held on April 14, 2020. The vesting period is three years from the date of the Board of Directors’ meeting at which the rights were granted. The number of shares that vest will depend on the achievement of ﬁve performance conditions: ■ ■ ■ ■ two conditions linked to financial performance (recurring operating income for 20% and net free cash flow for 20%); a condition linked to an external performance criterion (TSR), benchmarking the Atacadão share price against a panel of companies in the retail sector (for 20%); a condition linked to the company’s digital transformation for 20%; a CSR‑related condition for 20%. 384 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com CONSOLIDATED FINANCIAL STATEMENTS AS OF DECEMBER 31, 2023 Notes to the consolidated financial statements Details of the 2021 performance share plan are presented below. Shareholders’ Meeting date Grant date (1) Vesting date (2) Total number of shares approved at the grant date Number of grantees at the grant date Fair value of each share (in reals) (3) Brazil 2021 “Regular” Plan April 14, 2020 August 25, 2021 August 25, 2024 1,832,230 124 14.56 (1) (2) (3) Date of the Board of Directors’ decision to grant shares. The shares will vest subject to a service condition and several performance conditions. The fair value of shares is determined according to a reference price adjusted for dividends expected during the vesting period. Movements in performance share grants under the Brazil 2021 “Regular plan” were as follows: Shares allotted at January 1 Shares granted during the year Shares delivered to the grantees during the year Shares cancelled during the year Shares allotted at December 31 2023 2022 1,523,235 1,523,235 − − (201,408) 1,321,827 − − − 1,523,235 On May 5, 2022, the Board of Directors of Atacadão decided to grant rights to existing or new Atacadão shares. This plan was approved by Atacadão’s Shareholders’ Meeting held on April 14, 2020. The vesting period is three years from the date of the Board of Directors’ meeting at which the rights were granted. The number of shares that vest will depend on the achievement of ﬁve performance conditions: two conditions linked to financial performance (recurring operating income for 20% and net free cash flow for 20%); a condition linked to an external performance criterion (TSR), benchmarking the Atacadão share price against a panel of companies in the retail sector (for 20%); a condition linked to the Company’s digital transformation for 20%; a CSR‑related condition for 20%. ■ ■ ■ ■ Details of the 2022 performance share plan are presented below. Shareholders’ Meeting date Grant date (1) Vesting date (2) Total number of shares approved at the grant date Number of grantees at the grant date Fair value of each share (in reals) (3) Brazil 2022 “Regular” Plan April 14, 2020 May 5, 2022 May 5, 2025 1,998,935 125 13.10 (1) (2) (3) Date of the Board of Directors’ decision to grant shares. The shares will vest subject to a service condition and several performance conditions. The fair value of shares is determined according to a reference price adjusted for dividends expected during the vesting period. 1 2 3 4 5 6 7 8 9 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 385 6 CONSOLIDATED FINANCIAL STATEMENTS AS OF DECEMBER 31, 2023 Notes to the consolidated financial statements Movements in performance share grants under the Brazil 2022 “Regular plan” were as follows: Shares allotted at January 1 Shares granted during the year Shares delivered to the grantees during the year Shares cancelled during the year Shares allotted at December 31 2023 1,998,935 − − (235,300) 1,763,635 2022 − 1,998,935 − − 1,998,935 On June 1, 2023, the Board of Directors of Atacadão decided to grant rights to existing or new Atacadão shares. This plan was approved by Atacadão’s Shareholders’ Meeting held on April 14, 2020. The vesting period is three years from the date of the Board of Directors’ meeting at which the rights were granted. The number of shares that vest will depend on the achievement of four performance conditions: ■ ■ ■ two conditions linked to financial performance (recurring operating income for 25% and net free cash flow for 25%); a condition linked to an external performance criterion (TSR), benchmarking the Atacadão share price against a panel of companies in the retail sector (for 25%); a CSR‑related condition for 25%. Details of the 2023 performance share plan are presented below. Shareholders’ Meeting date Grant date (1) Vesting date (2) Total number of shares approved at the grant date Number of grantees at the grant date Fair value of each share (in reals) (3) Brazil 2023 “Regular” Plan April 14, 2020 June 1, 2023 June 1, 2026 2,063,975 117 14.38 (1) (2) (3) Date of the Board of Directors’ decision to grant shares. The shares will vest subject to a service condition and several performance conditions. The fair value of shares is determined according to a reference price adjusted for dividends expected during the vesting period. Movements in performance share grants under the Brazil 2023 “Regular plan” were as follows: Shares allotted at January 1 Shares granted during the year Shares delivered to the grantees during the year Shares cancelled during the year Shares allotted at December 31 2023 − 2,063,975 − (32,525) 2,031,450 386 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com CONSOLIDATED FINANCIAL STATEMENTS AS OF DECEMBER 31, 2023 Notes to the consolidated financial statements 12.3 Management compensation (related parties) The following table shows the compensation paid by the Carrefour group during the year to the Group’s key management personnel. (in millions of euros) Compensation for the year Prior year bonus Beneﬁts in kind (accommodation and company car) Total compensation paid during the year Employer payroll taxes Termination beneﬁts Other management beneﬁt plans are as follows: ■ ■ the supplementary defined benefit pension plan described in Note 12.1; performance share rights: the serving members of the management team at December 31, 2023 held 2,445,737 performance share rights across all plans (2,402,879 at December 31, 2022), for which the vesting conditions are described in Note 12.2.2. 12.4 Number of employees Senior Directors Directors Managers Employees Average number of Group employees NUMBER OF GROUP EMPLOYEES AT THE YEAR‑END 2023 2022 8.2 8.3 0.7 17.2 6.8 − 8.6 8.1 0.6 17.4 6.2 − The compensation paid in 2023 to members of the Board of Directors in respect of their duties amounted to 1.1 million euros (1.1 million euros in 2022). 2023 469 1,667 27,012 281,144 310,292 305,309 2022 361 1,710 25,478 283,052 310,601 334,640 The Group’s headcount as shown for 2023 and 2022 does not include employees of Carrefour Taiwan. The Group’s average headcount includes the employees of Grupo BIG over 12 months in 2023 and seven months in 2022 (see Note 2.1.1.3). 1 2 3 4 5 6 7 8 9 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 387 6 CONSOLIDATED FINANCIAL STATEMENTS AS OF DECEMBER 31, 2023 Notes to the consolidated financial statements NOTE 13 EQUITY AND EARNINGS PER SHARE 13.1 Capital management The parent company, Carrefour SA, must have sufficient equity to comply with the provisions of the French Commercial Code. The Group owns interests in a certain number of ﬁnancial services companies insurance companies). These subsidiaries must have sufficient equity to comply with capital adequacy ratios and the minimum capital rules set by their local banking and insurance supervisors. (banks, In order to maintain or adjust its gearing, the Group may take on new borrowings or retire existing borrowings, adjust the dividend paid to shareholders, return capital to shareholders, issue new shares, buy back shares or sell assets in order to use the proceeds to pay down debt. 13.2 Share capital and treasury stock Capital management objectives (equity and debt capital) are to: 13.2.1 Share capital At December 31, 2023, the share capital was made up of 708,790,816 ordinary shares with a par value of 2.5 euros each, all fully paid. 2023 Of which treasury stock 2022 742,157 4,714 − − (38,080) 708,791 11,545 775,896 − (2,053) 46,198 − − − (38,080) (33,738) 17,610 742,157 ■ ■ ■ ensure that the Group can continue operating as a going concern, in particular by maintaining high levels of liquid resources; optimise shareholder returns; keep gearing at an appropriate level, in order to minimise the cost of capital and maintain the Group’s credit rating at a level that allows it to access a wide range of financing sources and instruments. (in thousands of shares) Outstanding at January 1 Issued for cash (1) Issued/(used) under performance share plans (2) Share buyback program (3) Cancelled shares (3) Outstanding at December 31 (1) (2) (3) See Note 2.6. See Note 12.2.2.a. See Note 2.5. 13.2.2 Treasury stock Accounting principles Treasury stock is recorded as a deduction from shareholders’ equity, at cost. Gains and losses from sales of treasury stock (and the related tax effect) are recorded directly in equity without affecting net income for the year. At December 31, 2023, a total of 17,609,525 shares were held in treasury. Shares held in treasury are intended for the Group’s performance share plans. All rights attached to these shares are suspended for as long as they are held in treasury. 388 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com CONSOLIDATED FINANCIAL STATEMENTS AS OF DECEMBER 31, 2023 Notes to the consolidated financial statements 13.3 Dividends At the Shareholders’ Meeting held on May 26, 2023, the shareholders decided to set the 2022 dividend at 0.56 euros per share to be paid entirely in cash. On June 8, 2023, the dividend was paid out in an amount of 405 million euros. 13.4 Other comprehensive income Group share (in millions of euros) Effective portion of changes in the fair value of cash ﬂow hedges (1) Changes in debt instruments at fair value through other comprehensive income (2) Exchange differences on translation of intercompany loans qualifying as net investment of foreign operations, net of hedge effect (3) Exchange differences on translating foreign operations (4) Items that may be reclassiﬁed subsequently to proﬁt or loss Remeasurements of deﬁned beneﬁt plans obligation (5) Changes in the fair value of equity instruments through other comprehensive income Items that will not be reclassiﬁed subsequently to proﬁt or loss TOTAL GROUP SHARE Non‑controlling interests (in millions of euros) Effective portion of changes in the fair value of cash ﬂow hedges Changes in debt instruments at fair value through other comprehensive income Exchange differences on translating foreign operations (4) Items that may be reclassiﬁed subsequently to proﬁt or loss Remeasurements of deﬁned beneﬁt plans obligation (5) Changes in the fair value of equity instruments through other comprehensive income Items that will not be reclassiﬁed subsequently to proﬁt or loss TOTAL NON‑CONTROLLING INTERESTS SHARE (1) 2023 Pre‑tax (111) (31) (7) (48) (198) (36) 0 (36) (233) 2023 Pre‑tax (15) 4 58 46 (0) 0 (0) 46 Tax 29 (1) 2 − 30 7 (0) 7 37 Tax 4 (1) − 3 0 (0) 0 3 Net (82) (32) (6) (48) (168) (28) 0 (28) (196) Net (11) 3 58 49 (0) 0 (0) 49 2022 Pre‑tax 129 (13) (15) 258 359 163 0 163 522 2022 Pre‑tax 16 (13) 122 125 5 0 5 130 Tax (26) 3 4 − (19) (36) (0) (36) (55) Tax (5) 3 − (1) (1) (0) (1) (2) Net 103 (9) (11) 258 340 127 0 127 467 Net 11 (9) 122 124 4 0 4 128 The currency swap eligible for cash flow hedge accounting, set up by the Group in 2022 in order to hedge the risk of unfavourable changes in the New Taiwan dollar up to the amount of the Group’s share in the value of Carrefour Taiwan, was settled when Carrefour Taiwan was sold, generating an expense of 46 million euros net of tax (see Note 2.1.3). To a lesser extent, this item also includes swaps in Spain and France taken out to hedge the risk of unfavourable changes in energy prices for electricity and biomethane, respectively (see Note 14.7.6). At December 31, 2023, the carrying amount of Flink shares was reduced by 35 million euros to align with their fair value (see Note 2.1 to the 2022 consolidated financial statements). In 2023 and 2022, Carrefour Finance granted two intra‑group revolving credit facilities (RCF) to the Brazilian subsidiary Atacadão for 2.3 billion Brazilian reals and 5.9 billion Brazilian reals respectively. These facilities were treated as part of the net investment in that operation. The derivatives contracted to hedge part of the facilities were classified as a net investment hedge (see Note 2.3). The Group’s share of exchange differences in 2023 mainly reflects the major decrease in the value of the Argentine peso, as well as the reversal of positive translation adjustments recorded by Carrefour Taiwan in an amount of 52 million euros, partially offset by the increase in the value of the Brazilian real and the Polish zloty. The share of exchange differences attributable to non‑controlling interests in 2023 reflects the slight increase in the value of in the Brazilian real. Exchange differences recognised in 2022 mainly resulted from the sharp increase in the value of the Brazilian real compared with December 31, 2021. Remeasurement of the net defined benefit liability recognised in 2023 reflects the decrease in discount rates applied for the eurozone, from 3.80% at end‑December 2022 to 3.20% at end‑December 2023. In 2022, these discount rates had increased sharply, from 0.80% at end‑December 2021 to 3.80% at end‑December 2022. (2) (3) (4) (5) 1 2 3 4 5 6 7 8 9 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 389 6 CONSOLIDATED FINANCIAL STATEMENTS AS OF DECEMBER 31, 2023 Notes to the consolidated financial statements 13.5 Shareholder’s equity attributable to non‑controlling interests Non‑controlling interests mainly concern: ■ the sub‑group made up of Carrefour Banque SA and its subsidiaries (part of the France operating segment), which is 60% owned by the Group; ■ the Grupo Carrefour Brasil sub‑group made up of Atacadão SA and its subsidiaries (part of the Latin America operating segment) and covering all of Carrefour’s operations in Brazil, which is 68% owned by the Group. The following tables present the key information from the sub‑groups’ consolidated ﬁnancial statements: CARREFOUR BANQUE SUB‑GROUP Income statement (in millions of euros) Revenue (Net Banking Revenue) Net income/(loss) 2023 167 (32) 2022 184 33 Statement of ﬁnancial position (in millions of euros) December 31, 2023 December 31, 2022 Total assets Total liabilities excluding shareholders’ equity Dividends paid to non‑controlling interests GRUPO CARREFOUR BRASIL SUB‑GROUP Income statement (in millions of euros) Total revenue Net income/(loss) of which: attributable to the Carrefour group attributable to non‑controlling interests ■ ■ 3,672 3,168 − 2023 20,354 (118) (147) 29 3,502 2,952 6 2022 19,030 370 322 48 Statement of ﬁnancial position (in millions of euros) December 31, 2023 December 31, 2022 IFRS 3 restated Non‑current assets Current assets Non‑current liabilities (excluding shareholders’ equity) Current liabilities Dividends paid to non‑controlling interests 8,994 8,344 4,581 8,865 23 8,853 7,729 4,280 8,392 12 As Carrefour SA owns 68% of Atacadão SA, the breakdown of net income is different at the level of the consolidated ﬁnancial statements of the Carrefour group: ■ 2022 net income of 370 million euros broke down into 223 million euros attributable to the Carrefour group and 146 million euros attributable to non‑controlling interests. ■ 2023 net loss of 118 million euros broke down into 99 million euros attributable to the Carrefour group and 19 million euros attributable to non‑controlling interests; There are no individually material non‑controlling interests in other subsidiaries. 390 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com CONSOLIDATED FINANCIAL STATEMENTS AS OF DECEMBER 31, 2023 Notes to the consolidated financial statements 13.6 Earnings per share (Group share) Accounting principles In accordance with IAS 33 – Earnings Per Share, basic earnings per share is calculated by dividing net income, Group share by the weighted average number of shares outstanding during the period. Treasury stock is not considered to be outstanding and is therefore deducted from the number of shares used for the calculation. Contingently issuable shares are treated as outstanding and included in the calculation only when all necessary conditions are satisﬁed. Diluted earnings per share is calculated by adjusting net income, Group share and the weighted average number of shares outstanding for the effects of all dilutive potential ordinary shares. Dilutive potential ordinary shares correspond exclusively to the stock options and performance shares presented in Note 12.2. Their dilutive effect is calculated by the treasury stock method provided for in IAS 33, which consists in applying the proceeds that would be generated from the exercise of stock options to the purchase of shares at market price (deﬁned as the average share price for the period). In accordance with this method, stock options are considered to be potentially dilutive if they are in the money (the exercise price considered includes the fair value of the services rendered by the grantee, in accordance with IFRS 2 – Share‑based Payment). Basic earnings per share Net income/(loss) from continuing operations Net income/(loss) from discontinued operations Net income/(loss) (in millions of euros) Weighted average number of shares outstanding (1) Basic income/(loss) from continuing operations – per share (in euros) Basic income/(loss) from discontinued operations – per share (in euros) Basic income/(loss) – per share (in euros) 2023 930 729 1,659 2022 1,368 (21) 1,348 714,170,185 741,377,552 1.30 1.02 2.32 1.85 (0.03) 1.82 (1) In accordance with IAS 33, the weighted average number of shares used to calculate earnings per share for 2023 was adjusted to take into account the impact of the share buybacks carried out during the period (see Note 2.5). Diluted earnings per share Net income/(loss) from continuing operations Net income/(loss) from discontinued operations Net income/(loss) (in millions of euros) 2023 930 729 1,659 2022 1,368 (21) 1,348 Weighted average number of shares outstanding, before dilution 714,170,185 741,377,552 Potential dilutive shares Performance shares 5,055,485 5,055,485 5,245,147 5,245,147 Diluted weighted average number of shares outstanding 719,225,670 746,622,699 Diluted income/(loss) from continuing operations – per share (in euros) Diluted income/(loss) from discontinued operations – per share (in euros) Diluted income/(loss) – per share (in euros) 1.29 1.01 2.31 1.83 (0.03) 1.80 1 2 3 4 5 6 7 8 9 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 391 6 CONSOLIDATED FINANCIAL STATEMENTS AS OF DECEMBER 31, 2023 Notes to the consolidated financial statements NOTE 14 FINANCIAL ASSETS AND LIABILITIES, FINANCE COSTS AND OTHER FINANCIAL INCOME AND EXPENSES Accounting principles NON‑DERIVATIVE FINANCIAL ASSETS In accordance with IFRS 9 – Financial Instruments, the main ﬁnancial assets are classiﬁed in one of the following three categories: financial assets at amortised cost; financial assets at fair value through other comprehensive income (FVOCI); financial assets at fair value through profit or loss (FVPL). ■ ■ ■ Their classiﬁcation determines their accounting treatment. Financial assets are classiﬁed by the Group upon initial recognition, based on the characteristics of the contractual cash ﬂows and the objective behind the asset’s purchase (business model). Purchases and sales of ﬁnancial assets are recognised on the trade date, deﬁned as the date on which the Group is committed to buying or selling the asset. (i) Financial assets at amortised cost Financial assets at amortised cost are debt instruments (mainly loans and receivables) that give rise to contractual cash ﬂows that are solely payments of principal and interest on the principal amount outstanding and that are held within a business model whose objective is to hold assets to collect contractual cash ﬂows. They are initially recognised at fair value and are subsequently measured at amortised cost by the effective interest method. For short‑term receivables with no speciﬁed interest rate, fair value is considered to be equal to the original invoice amount. These assets are impaired as described below. Financial assets at amortised cost include trade receivables, other loans and receivables (reported under other ﬁnancial assets), deposits and guarantees, and consumer credit granted by the ﬁnancial services companies. (ii) Financial assets at fair value through other comprehensive income (FVOCI) Financial assets at fair value through other comprehensive income are debt instruments that give rise to contractual cash ﬂows that are solely payments of principal and interest on the principal amount outstanding and that are held within a business model whose objective is achieved by both collecting contractual cash ﬂows and selling underlying ﬁnancial assets. These ﬁnancial assets are measured at fair value, with changes in other comprehensive income, under “Changes in debt instruments at fair value through other comprehensive income” until the underlying assets are sold, at which time they are transferred to the income statement. in fair value recognised This category also includes investments in equity instruments (primarily shares) that the Group has irrevocably elected to classify in this category. In this case, when the shares are sold, the unrealised gains or losses previously carried in equity (other comprehensive income) will not be reclassiﬁed to proﬁt or loss; only dividends will be transferred to the income statement. notably category This in non‑consolidated companies which the Group has elected to recognise at fair value through other comprehensive income (an option generally chosen by the Group). investments includes The fair value of listed securities corresponds to their market price. For unlisted securities, fair value is determined ﬁrst and foremost by reference to recent transactions or by using valuation techniques based on reliable and observable market data. However, where there is no observable market data for comparable companies, the fair value of unlisted securities is usually measured based on the present value of future estimated cash ﬂows or on the revised net asset value, as calculated by reference to internal inputs (level 3 of the fair value hierarchy). (iii) Financial assets at fair value through profit or loss (FVPL) This category includes all debt instruments that are not eligible to be classiﬁed as ﬁnancial assets at amortised cost or at fair value through other comprehensive income, as well as investments in equity instruments such as shares which the Group has chosen not to measure at fair value through other comprehensive income. They are measured at fair value with changes in fair value recognised in the income statement, under ﬁnancial income or expense. Impairment Trade receivables and other current ﬁnancial assets (other than consumer credit granted by the ﬁnancial services companies) carried at amortised cost are impaired based on the total lifetime expected losses resulting from a payment default, simpliﬁed approach allowed under pursuant IFRS 9. Impairment is calculated using a provision matrix, which is applied to receivables past due and not yet past due (provision rates based on the length of time past due, as calculated for each country and each receivable with similar characteristics). the to For consumer credit granted by the ﬁnancial services companies and other non‑current ﬁnancial assets carried at amortised cost, impairment is determined using the general approach available under IFRS 9 and corresponds: ■ ■ on initial recognition of the asset, to expected losses over the next 12 months; when the credit risk significantly increases, to the total lifetime expected losses resulting from default. 392 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com CONSOLIDATED FINANCIAL STATEMENTS AS OF DECEMBER 31, 2023 Notes to the consolidated financial statements The approach applied to consumer credit granted by the ﬁnancial services companies is described in Note 6.5.1. Non‑derivative financial assets held by the Group The main non‑derivative ﬁnancial assets held by the Group are as follows: ■ ■ ■ ■ non‑current financial assets: this line of the statement of financial position mainly includes deposits and guarantees, investments of insurance companies (corresponding mainly to bonds and other debt securities) and of the Group’s other financial services companies, along with investments in non‑consolidated companies; trade receivables; consumer credit granted by companies (see Note 6.5.1); the financial services other current financial assets: mainly debt securities held by the financial services companies and measured at fair value, along with short‑term deposits. NON‑DERIVATIVE FINANCIAL LIABILITIES Non‑derivative ﬁnancial liabilities are initially recognised at fair value plus transaction costs and premiums directly attributable to their issue. They are subsequently measured at amortised cost. Non‑derivative financial liabilities held by the Group The main non‑derivative ﬁnancial liabilities held by the Group are as follows: ■ ■ ■ ■ ■ borrowings: “Borrowings – portion due in more than one year” and “Borrowings – portion due in less than one year” include bonds and notes issued by the Group, other bank loans and overdrafts, and any financial liabilities related to securitised receivables for which the credit risk is retained by the Group; lease commitments: these result from applying IFRS 16 from lease also January 1, 2019 in commitments accordance with lease commitments; recognised at December 31, 2018 IAS 17 and reclassified within finance include and suppliers and other creditors; financing of consumer credit granted by the financial services companies (see Note 6.5.2); other payables: other payables classified in current liabilities correspond to all other operating payables (mainly accrued employee benefits expense and amounts due to suppliers of non‑current assets) and miscellaneous liabilities. DERIVATIVE FINANCIAL INSTRUMENTS The Group uses derivative ﬁnancial instruments to hedge its exposure to risks arising in the course of business, mainly interest rate and currency risks. The Group may also hedge the risk of changes in the prices of certain commodities, including electricity, natural gas, and – exceptionally – oil. Derivatives are initially recognised at fair value. They are subsequently measured at fair value with the resulting unrealised gains and losses recorded as explained below. (i) Derivatives designated as hedging instruments Hedge accounting is applied if, and only if, the following conditions are met: ■ ■ ■ the hedging instrument and hedged item forming the hedging relationship are eligible for hedge accounting; at the inception of the hedge, there is a clearly identified and formally documented hedging relationship and the effectiveness of the hedge can be demonstrated (qualitative and prospective testing); at the inception of the hedge, there is formal designation and structured documentation of the hedging relationship and the entity’s risk management objective and strategy for undertaking the hedge. Carrefour uses for accounting purposes: cash ﬂow hedges, fair value hedges and hedges of net investment in a foreign operation. types of hedges three Cash flow hedges For instruments qualiﬁed as cash ﬂow hedges, the portion of the change in fair value determined to be an effective hedge is recognised in other comprehensive income and accumulated in other comprehensive income until the hedged transaction affects the Group’s proﬁt. The ineffective portion of the change in fair value is recognised in the income statement, under ﬁnancial income and expense. The main cash ﬂow hedges consist of interest rate options and swaps that convert variable rate debt to ﬁxed rate debt, and forward purchases of foreign currencies that hedge future goods purchases in foreign currency. Fair value hedges Changes in fair value of instruments qualiﬁed as fair value hedges are recognised in the income statement, with the effective portion offsetting changes in the fair value of the hedged item. Swaps set up to convert ﬁxed rate bonds and notes to variable rate are qualiﬁed as fair value hedges. The hedged portion of the underlying ﬁnancial liability is remeasured at fair value. Changes in fair value are recognised in the income statement and are offset by the effective portion of symmetrical changes in the fair value of the interest rate swaps. At December 31, 2023, the ﬁnancing facilities arranged for Brazilian subsidiary Atacadão in September 2021, April 2023 and December 2023, respectively, were subject (see Note 14.2.3). fair value hedges to Hedges of a net investment in a foreign operation When an instrument qualiﬁes as a hedge of a net investment in a foreign operation, the portion of the change in fair value determined to be an effective hedge is recognised in other comprehensive income, where it offsets changes in the fair value of the hedged item. The ineffective portion of the change in fair value is recognised in the income statement, under ﬁnancial income and expense. UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 393 1 2 3 4 5 6 7 8 9 6 CONSOLIDATED FINANCIAL STATEMENTS AS OF DECEMBER 31, 2023 Notes to the consolidated financial statements Amounts recognised in other comprehensive income are recognised in proﬁt or loss on the date of (full or partial) disposal, resulting in the deconsolidation or liquidation of the investment. contracts or, for options, the Black‑Scholes option pricing model. The models are calibrated using market data such as yield curves and exchange rates obtained from recognised ﬁnancial data services. (ii) Other derivative instruments Other derivative instruments are measured at fair value, with changes in fair value recognised in proﬁt or loss. Derivative instruments used by the Group include interest rate and currency swaps and/or vanilla interest rate options. FAIR VALUE CALCULATION METHOD The fair values of currency and interest rate instruments are determined using market‑recognised pricing models or prices quoted by external ﬁnancial institutions. Values estimated using pricing models are based on forward discounted future cash ﬂows futures and for The fair value of long‑term borrowings is estimated based on the quoted market price for bonds and notes or the value of future cash ﬂows discounted based on market conditions for similar instruments (in terms of currency, maturity, type of interest rate and other characteristics). Fair value measurements of derivative ﬁnancial instruments incorporate counterparty risk in the case of instruments with a positive fair value, and own credit risk for instruments with a negative fair value. Credit risk is measured using the mathematical models commonly used by market analysts. At December 31, 2023 and 2022, the effect of incorporating these two types of risk was not material. 14.1 Financial instruments by category Breakdown by category Fair value through proﬁt or loss Carrying amount Fair value through OCI Amortised cost Derivative instruments not designated as hedges Derivative instruments designated as hedges Fair value 154 1,074 1,229 6,554 3,269 685 564 20 79 99 − − 191 − 6,290 6,290 134 185 319 − − 176 − − − 810 810 6,554 3,269 204 564 − 18,592 6,580 495 11,402 9,487 4,901 5,702 14,242 2,713 37,045 − − − − − − − − − − − − 9,425 4,901 5,652 14,242 2,713 36,933 − − − − − 1 − − 1 5 − 12 − − 17 − − − − − 114 − − 154 1,074 1,229 6,554 3,269 685 564 6,290 114 18,592 58 − 38 − − 9,416 4,901 5,702 14,242 2,713 96 36,973 At December 31, 2023 (in millions of euros) Investments in non‑consolidated companies Other long‑term investments Other non‑current ﬁnancial assets Consumer credit granted by the ﬁnancial services companies Trade receivables Other current ﬁnancial assets Other current assets (1) Cash and cash equivalents ASSETS Total borrowings Total lease commitments Total consumer credit ﬁnancing Suppliers and other creditors Other current payables (2) LIABILITIES (1) Excluding prepaid expenses. (2) Excluding deferred revenue. 394 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com CONSOLIDATED FINANCIAL STATEMENTS AS OF DECEMBER 31, 2023 Notes to the consolidated financial statements At December 31, 2022 IFRS 3 restated (in millions of euros) Investments in non‑consolidated companies Other long‑term investments Other non‑current ﬁnancial assets Consumer credit granted by the ﬁnancial services companies Trade receivables Other current ﬁnancial assets Other current assets (1) Cash and cash equivalents ASSETS Total borrowings Total lease commitments Total consumer credit ﬁnancing Suppliers and other creditors Other current payables (2) LIABILITIES (1) (2) Excluding prepaid expenses. Excluding deferred revenue. Breakdown by category Fair value through proﬁt or loss Carrying amount Fair value through OCI Amortised cost Derivative instruments not designated as hedges Derivative instruments designated as hedges Fair value 178 1,073 1,251 5,978 3,330 771 606 5,216 17,153 9,558 4,530 5,142 14,393 2,813 36,435 12 90 102 − − 1 − 5,216 5,319 − − − − − − 166 152 318 − − 149 − − − 831 831 5,978 3,330 296 606 − 467 11,041 − − − − − − 9,410 4,530 5,089 14,393 2,813 36,235 − − − − − 18 − − 18 18 − 16 − − 34 − − − − − 307 − − 307 130 − 37 − − 178 1,073 1,251 5,978 3,330 771 606 5,216 17,153 9,212 4,530 5,142 14,393 2,813 167 36,089 ANALYSIS OF ASSETS AND LIABILITIES MEASURED AT FAIR VALUE The table below shows assets and liabilities presented according to the fair value hierarchy provided for in IFRS 13 – Fair Value Measurement (see Note 1.8): December 31, 2023 (in millions of euros) Level 1 Level 2 Level 3 Total Investments in non‑consolidated companies Other long‑term investments Other current ﬁnancial assets – Fair Value through OCI Other current ﬁnancial assets – Fair Value through proﬁt or loss Other current ﬁnancial assets – Derivative instruments Cash and cash equivalents Consumer credit ﬁnancing – Derivative instruments recorded in liabilities Borrowings – Derivative instruments recorded in liabilities − 264 176 191 − 6,290 − − 20 − − − 115 − (50) (63) 134 − − − − − − − 154 264 176 191 115 6,290 (50) (63) December 31, 2022 (in millions of euros) Level 1 Level 2 Level 3 Total Investments in non‑consolidated companies Other long‑term investments Other current ﬁnancial assets – Fair Value through OCI Other current ﬁnancial assets – Fair Value through proﬁt or loss Other current ﬁnancial assets – Derivative instruments Cash and cash equivalents Consumer credit ﬁnancing – Derivative instruments recorded in liabilities Borrowings – Derivative instruments recorded in liabilities − 243 149 1 − 5,216 − − 12 − − − 325 − (53) (148) 166 − − − − − − − 178 243 149 1 325 5,216 (53) (148) 1 2 3 4 5 6 7 8 9 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 395 6 CONSOLIDATED FINANCIAL STATEMENTS AS OF DECEMBER 31, 2023 Notes to the consolidated financial statements 14.2 Net debt 14.2.1 Breakdown of net debt Consolidated net debt (including discontinued operations) at December 31, 2023 amounted to 2,560 million euros compared to 3,378 million euros at December 31, 2022 as restated for IFRS 3. This amount breaks down as follows: (in millions of euros) Bonds and notes Other borrowings Commercial paper Total borrowings excluding derivative instruments recorded in liabilities Derivative instruments recorded in liabilities TOTAL BORROWINGS of which borrowings due in more than one year of which borrowings due in less than one year Other current ﬁnancial assets (1) Cash and cash equivalents TOTAL CURRENT FINANCIAL ASSETS NET DEBT Net debt of discontinued operations NET DEBT INCLUDING DISCONTINUED OPERATIONS December 31, 2023 December 31, 2022 IFRS 3 restated 8,077 1,226 122 9,425 63 9,487 7,264 2,224 638 6,290 6,928 2,560 − 2,560 7,697 1,223 490 9,410 148 9,558 6,912 2,646 728 5,216 5,944 3,614 (236) 3,378 (1) The current portion of amounts receivable from finance subleasing arrangements is not included in this caption (see Note 14.2.5). 396 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com CONSOLIDATED FINANCIAL STATEMENTS AS OF DECEMBER 31, 2023 Notes to the consolidated financial statements 14.2.2 Breakdown of bond debt (in millions of euros) Public placements by Carrefour SA Non‑dilutive convertible bonds, USD 500 million, 6 years, 0% EMTN, EUR, 5 years, 0.88% EMTN, EUR, 8 years, 0.750% Non‑dilutive convertible bonds, USD 500 million, 6 years, 0% EMTN, EUR, 10 years, 1.25% EMTN, EUR, 7.5 years, 1.75% EMTN, EUR, 4.6 years, 1.88% EMTN, EUR, 8 years, 1.00% EMTN, EUR, 7.5 years, 2.625% EMTN, EUR, 6 years, 4.125% EMTN, EUR, 7.6 years, 2.38% EMTN, EUR, 7.5 years, 3.75% EMTN, EUR, 8 years, 4.375% Placements by Atacadão SA Debentures, BRL 500 million, 5 years, 105.75% CDI Debentures, BRL 350 million, 5 years, 100% CDI+0.55% Debentures, BRL 200 million, 7 years, 100% CDI+0.65% Debenture (“CRA”), BRL 467 million, 4 years, 100% CDI+0.55% Debenture (“CRA”), BRL 330 million, 3 years, 100% CDI+0.95% Debenture (“CRA”), BRL 188 million, 5 years, 100% CDI+0.60% Debenture (“CRA”), BRL 844 million, 5 years, 100% CDI+0.79% Debenture (“CRA”), BRL 468 million, 4 years, 11.87% Debenture (“CRA”), BRL 132 million, 5 years, 100% CDI+1.00% TOTAL BONDS AND NOTES Face value Maturity December 31, 2022 Issues Repayments Exchange differences December 31, 2023 2023 2023 2024 2024 2025 2026 2026 2027 2027 2028 2029 2030 2031 2023 2024 2026 2026 2026 2027 2027 2027 2028 7,288 1,250 469 500 750 469 750 500 750 500 1,000 850 750 − − 458 90 63 36 84 − 34 152 − − − − − − − − − − − − − 500 750 175 − − − − 62 − − 88 25 (963) (463) (500) − − − − − − − − − − − (90) (90) − − − − − − − − 7,746 1,425 (1,053) (22) (6) − − (16) − − − − − − − − − 14 0 3 1 3 (0) 1 6 (1) (0) (8) Book value of the debt December 31, 2023 7,520 − − 750 445 749 499 748 498 996 848 745 497 744 557 − 65 37 87 62 35 158 87 25 7,552 − − 750 452 750 500 750 500 1,000 850 750 500 750 557 − 65 37 87 62 35 158 87 25 8,109 8,077 1 2 3 4 5 6 7 8 9 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 397 6 CONSOLIDATED FINANCIAL STATEMENTS AS OF DECEMBER 31, 2023 Notes to the consolidated financial statements 2023, Carrefour SA On May 2, a new Sustainability‑Linked Bond issue indexed to two goals related to greenhouse gas emissions, for a total of 500 million euros, maturing in seven and a half years (due in October 2030) and paying a coupon of 3.75%. carried out On June 12, 2023, Carrefour SA redeemed 500 million euros worth of 0.88% ﬁve‑year bonds. On June 14, 2023, Carrefour SA redeemed 500 million dollars worth of convertible, non‑dilutive 0% six‑year bonds. Lastly, on November 7, 2023, Carrefour SA carried out a new Sustainability‑Linked Bond issue indexed to two goals related to greenhouse gas emissions, for a total of 750 million euros, maturing in eight years (due in November 2031) and paying a coupon of 4.375%. The Group’s ﬁnancial position and liquidity were solid at December 31, 2023. The average maturity of bond debt was 3.8 years at end‑December 2023, compared with 3.6 years at end‑December 2022. 14.2.3 Breakdown of other borrowings (in millions of euros) Latin America borrowings Other borrowings Accrued interest (1) Other ﬁnancial liabilities TOTAL OTHER BORROWINGS (1) Accrued interest on total borrowings, including bonds and notes. “Latin America borrowings” correspond to USD and EUR ﬁnancing set up by the Brazilian subsidiary Atacadão. These US‑dollar and euro‑denominated facilities, which were originally ﬁxed‑rate, were converted into Brazilian reals and indexed to the Brazilian interbank deposit (Certiﬁcado de Deposito Interbancário – CDI) rate at the time of issue through cross‑currency swaps over instruments are the borrowings. These documented and recognised as fair value hedges. life of the FINANCING OF THE BRAZILIAN SUBSIDIARY ATACADÃO On April 27, 2023, Atacadão redeemed 500 million Brazilian reals worth of debenture‑type debt maturing in ﬁve years and paying a (Certiﬁcado de Depósito coupon of 105.75% of the CDI Interbancário) rate. Conversely, on June 2, 2023, the Brazilian subsidiary issued simple unsecured, non‑convertible debentures (Certiﬁcado de Recebíveis do Agronegócio – CRA) for an amount of 930 million Brazilian the (approximately December 31, 2023 exchange rate) in three series: 174 million euros at reals ■ ■ an initial series for 330 million Brazilian reals, with a coupon of CDI +0.95% and a maturity of three years; a second series for 468 million Brazilian reals, with a coupon of 11.87% before hedging, representing 111.20% of the CDI after hedging, and a maturity of four years; ■ a third series for 132 million Brazilian reals, with a coupon of CDI +1.00% and a maturity of five years. December 31, 2023 December 31, 2022 813 238 68 108 1,025 72 57 69 1,226 1,223 At December 31, 2023, this ﬁnancing includes loans taken out: ■ ■ ■ in September 2021, for 1,410 million Brazilian reals; in April 2023, for 744 million Brazilian reals; in December 2023, for 2,323 million Brazilian reals, replacing a loan of 2,293 million Brazilian reals taken out in January 2023 and maturing on the same date. 398 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com CONSOLIDATED FINANCIAL STATEMENTS AS OF DECEMBER 31, 2023 Notes to the consolidated financial statements 14.2.4 Cash and cash equivalents Accounting principles Cash includes cash on hand and demand deposits. Cash equivalents are highly liquid investments with an original maturity of less than three months that are readily convertible to a known amount of cash and are subject to an insigniﬁcant risk of changes in value. (in millions of euros) Cash Cash equivalents TOTAL CASH AND CASH EQUIVALENTS December 31, 2023 December 31, 2022 1,778 4,512 6,290 1,420 3,796 5,216 There are no material restriction on the Group’s ability to recover or use the assets and settle the liabilities of foreign operations, except for those resulting from local regulations in its host countries. The local supervisory authorities may require banking subsidiaries to comply with certain capital, liquidity and other ratios and to limit their exposure to other Group parties. At December 31, 2023, there was no restricted cash. 14.2.5 Other current financial assets (in millions of euros) Derivative instruments (1) Financial receivable (2) Other current ﬁnancial assets – Fair Value through OCI Other current ﬁnancial assets – Fair Value through proﬁt or loss (3) Sub‑lease receivable – less than one year Deposits with maturities of more than three months Other TOTAL OTHER CURRENT FINANCIAL ASSETS December 31, 2023 December 31, 2022 IFRS 3 restated 115 127 176 191 47 22 7 685 325 188 149 1 43 64 1 771 (1) (2) (3) The 211 million euro decrease in this item compared to December 31, 2022 primarily reflects (i) the unwinding of the EUR/TWD currency swap – for which mark‑to‑market value amounted to 64 million euros at end‑2022 – following the sale of Carrefour Taiwan on June 30, 2023, and (ii) the unwinding of the currency swap hedging the non‑dilutive convertible bond – for which mark‑to‑market value amounted to 69 million euros at end‑2022 – after the bond was redeemed in June 2023 (see Note 14.2.2), and (iii) the unwinding of the swaptions partially hedging the interest rate on the two 2023 bond issues – for which mark‑to‑market value amounted to 40 million euros at end‑2022. This amount represents the financial receivable relating to the 20% stake in Carrefour China. At December 31, 2022 as restated for IFRS 3, this amount also included the current portion of the reduction in the purchase price for Grupo BIG in Brazil amounting to 51 million euros, which was received in April 2023 (see Note 2.1.1.3). This amount corresponds almost exclusively to dollar- and inflation‑linked investments made by Carrefour Argentina during 2023. 1 2 3 4 5 6 7 8 9 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 399 6 CONSOLIDATED FINANCIAL STATEMENTS AS OF DECEMBER 31, 2023 Notes to the consolidated financial statements 14.3 Analysis of borrowings (excluding derivative instruments recorded in liabilities) 14.3.1 Analysis by interest rate (in millions of euros) Fixed rate borrowings Variable rate borrowings TOTAL BORROWINGS (EXCLUDING DERIVATIVE INSTRUMENTS RECORDED IN LIABILITIES) 14.3.2 Analysis by currency (in millions of euros) Euro Brazilian real Polish zloty Romanian leu December 31, 2023 December 31, 2022 Before hedging After hedging Before hedging After hedging 8,930 495 8,026 1,398 8,843 567 7,902 1,508 9,425 9,425 9,410 9,410 December 31, 2023 December 31, 2022 8,025 1,396 − 3 7,901 1,506 2 1 TOTAL BORROWINGS (EXCLUDING DERIVATIVE INSTRUMENTS RECORDED IN LIABILITIES) 9,425 9,410 The above analysis includes the effect of hedging. Euro‑denominated borrowings represented 85% of total borrowings (excluding derivative instruments recorded in liabilities) at December 31, 2023 (84% at December 31, 2022). 14.3.3 Analysis by maturity (in millions of euros) Due within 1 year Due in 1 to 2 years Due in 2 to 5 years Due beyond 5 years TOTAL BORROWINGS (EXCLUDING DERIVATIVE INSTRUMENTS RECORDED IN LIABILITIES) December 31, 2023 December 31, 2022 2,161 1,179 4,087 1,998 9,425 2,498 1,514 3,799 1,599 9,410 400 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com CONSOLIDATED FINANCIAL STATEMENTS AS OF DECEMBER 31, 2023 Notes to the consolidated financial statements 14.4 Changes in liabilities arising from financing activities (in millions of euros) At December 31, 2022 IFRS 3 restated Changes from ﬁnancing cash ﬂows Change in current ﬁnancial assets Issuance of bonds Repayments of bonds Net ﬁnancial interests paid Net repayments of Commercial papers Other changes in borrowings Non‑cash changes Exchange differences Effect of changes in scope of consolidation Changes in fair values Finance costs, net Other movements At December 31, 2023 Other current (1) ﬁnancial assets (728) 21 21 − − − − − 69 125 0 7 (52) (11) (638) Total Liabilities arising from ﬁnancing activities, net Borrowings 9,558 (375) − 1,425 (1,053) (184) (368) (195) 304 (51) 12 6 310 28 8,830 (354) 21 1,425 (1,053) (184) (368) (195) 373 74 12 13 258 17 9,487 8,849 (1) This item does not include amounts receivable from finance subleasing arrangements and was restated in accordance with IFRS 3 (see Note 4). 14.5 Other non‑current financial assets (in millions of euros) Deposits and guarantees (1) Financial services companies’ portfolio of assets Sub‑lease receivable – more than one year (2) Financial receivable (3) Investments in non‑consolidated companies (4) Other December 31, 2023 December 31, 2022 IFRS 3 restated 637 262 73 − 154 102 594 243 72 88 178 75 TOTAL OTHER NON‑CURRENT FINANCIAL ASSETS 1,229 1,251 (1) (2) (3) (4) Deposits and guarantees notably include legal deposits paid in Brazil in connection with tax reassessments challenged by the Group (see Notes 11.2 and 11.3) pending final court rulings, as well as security deposits paid to lessors under property leases. Amounts receivable from finance subleasing arrangements are recognised in application of IFRS 16. The amount recognised under this line at December 31, 2022 included the long‑term portion of the financial receivable relating to the reduction in the purchase price for Grupo BIG in Brazil for 88 million euros, received in August 2023 (see Note 2.1.1.3). The decrease in investments in non‑consolidated companies in 2023 was mainly due to the change in the fair value of Flink shares. 1 2 3 4 5 6 7 8 9 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 401 6 CONSOLIDATED FINANCIAL STATEMENTS AS OF DECEMBER 31, 2023 Notes to the consolidated financial statements 14.6 Finance costs and other financial income and expenses Accounting principles This item corresponds mainly to ﬁnance costs. In accordance with IFRS 16, it also includes interest expenses on leases along with interest income on ﬁnance subleasing arrangements (see Note 8). Other ﬁnancial income and expenses consist notably of discounting adjustments, taxes on ﬁnancial transactions, late interest payable on certain liabilities, or the effects of hyperinﬂation in Argentina. This item breaks down as follows: (in millions of euros) Interest income from loans and cash equivalents Interest income from bank deposits Interest income from investments Finance costs Interest expense on ﬁnancial liabilities measured at amortised cost, adjusted for income and expenses from interest rate instruments Cost of receivables discounting in Brazil Finance costs, net Interest charge related to lease commitments Interest income related to ﬁnancial sublease contracts Net interests related to lease commitments Interest expense on deﬁned employee beneﬁt debt Interest income on pension plan assets Financial transaction tax Late interest due in connection with tax reassessments and employee‑related litigation Dividends received on ﬁnancial assets at FVOCI Gain on disposal of ﬁnancial assets at FVOCI Loss on disposal of ﬁnancial assets at FVOCI Exchange gains and losses Cost of bond buybacks Changes in the fair value of interest rate derivatives Impact of hyperinﬂation in Argentina – application of IAS 29 Other (1) Other ﬁnancial income and expenses, net FINANCE COSTS AND OTHER FINANCIAL INCOME AND EXPENSES, NET Financial expenses Financial income 2023 168 116 52 (426) (385) (41) (258) (210) 1 (208) (29) 7 (26) (38) 7 10 (0) 12 − 0 104 8 56 (410) (608) 198 2022 20 20 0 (356) (321) (35) (336) (167) 1 (167) (9) 2 (33) (51) 5 8 (3) (8) (7) (1) 119 (8) 13 (490) (644) 154 (1) In 2023, this item includes 21 million euros in interest relating to the reduction in the purchase price for Grupo BIG in Brazil (see Note 2.1.1.3). 402 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com CONSOLIDATED FINANCIAL STATEMENTS AS OF DECEMBER 31, 2023 Notes to the consolidated financial statements 14.7 Risk management The main risks associated with the ﬁnancial instruments used by the Group are liquidity, interest rate, currency, credit, commodity and equity risks. The Group’s policy for managing these risks is described below. Due to the differing natures of the various businesses, ﬁnancial risks arising from the banking and insurance business are managed separately from those related to the retail business. An organisation has been set up to track ﬁnancial risks based on a cash‑pooling system managed by the Corporate Treasury and Financing department. A reporting system ensures that Group the department’s Executive Management can oversee implementation of the approved management strategies. For ﬁnancial services and insurance activities, risk management and monitoring are overseen directly by the entities concerned, under the aegis of the Corporate Treasury and Financing department and the Group Financial and Merchant Services department. proper implementation of the rules governing these businesses, jointly with other investors. Periodic reports are sent to them by the local teams. departments oversee These the 14.7.1 Liquidity risk 14.7.1.1 Retail business Liquidity risk is the risk that Carrefour will be unable to settle its ﬁnancial liabilities when they fall due. The Group manages its liquidity risk by ensuring, to the extent possible, that it has sufficient liquid assets at all times to settle its liabilities when they fall due, whatever the conditions in the market. Liquidity risk is monitored by a Liquidity Committee which meets at monthly intervals to check that the Group’s ﬁnancing needs are covered by its available resources. Corporate Treasury and Financing’s strategy consists of: liquidity management ■ ■ promoting prudent financing strategies in order to ensure that the Group’s credit rating allows it to raise funds on the bond and commercial paper markets; maintaining a presence in the debt market through regular debt issuance programmes, mainly in euros, in order to create a balanced maturity profile. The Group’s issuance capacity under its Euro Medium‑Term Notes (EMTN) programme totals 12 billion euros; ■ using the 5 billion euro commercial paper programme on Euronext Paris, described in a prospectus filed with the Banque de France; ■ maintaining undrawn medium‑term bank facilities that can be drawn down at any time according to the Group’s needs. At December 31, 2023, the Group had two undrawn syndicated lines of credit obtained from a pool of leading banks, for a total of 3.9 billion euros. In June 2019, Carrefour amended these two credit facilities, incorporating an innovative Corporate Social Responsibility (CSR) component in the first CSR‑linked credit transaction in the European Retail sector. In May 2021, Carrefour exercised the option to extend its two credit facilities from June 2025 to June 2026. The option was applied to more than 99% of the Group’s banking facilities. Group policy consists of keeping these facilities on stand‑by to support the commercial paper programme. The loan agreements for the syndicated lines of credit include the usual commitment clauses, including pari passu, negative pledge, change of control and cross‑default clauses and a clause restricting substantial sales of assets. The pricing grid may be adjusted up or down to reflect changes in the long‑term credit rating. The main transactions in 2023 were as follows (see Note 14.2.2): ■ ■ ■ ■ a 500 million euro Sustainability‑Linked Bond issue indexed to two goals related to greenhouse gas emissions, maturing in seven and a half years (due in October 2030) and paying a coupon of 3.75%; a 750 million euro Sustainability‑Linked Bond issue indexed to two goals related to greenhouse gas emissions, maturing in eight years (due in November 2031) and paying a coupon of 4.375%; redemption of 500 million euros worth of 0.88% five‑year bonds; redemption of 500 million US dollars worth of convertible, non‑dilutive 0% six‑year bonds. Other ﬁnancing transactions were carried out by Brazilian subsidiary Atacadão in 2023; these are detailed in Notes 14.2.2 and 14.2.3. As a reminder, in 2022, the Group redeemed 1 billion euros worth of 1.75% eight‑year bonds ahead of their July 2022 maturity. It also carried out two Sustainability‑Linked Bond issues, indexed to the Group’s sustainable development goals. The ﬁrst 1.5 billion euro issue comprised a 750 million euro tranche with a maturity of 4.6 years and a coupon of 1.88% per annum, and a second 750 million euro tranche with a maturity of 7.6 years and a coupon of 2.38% per annum. The second issue was for an initial amount of 500 million euros, a maturity of six years and a coupon of 4.125% per annum. The issue was increased by 350 million euros offering the same terms in November 2022. The Group considers that its liquidity position is robust. It has sufficient cash reserves to meet its debt repayment obligations in the coming year. The Group’s debt proﬁle is balanced, with no peak in reﬁnancing needs across the remaining life of bond debt, which averaged 3.8 years as of December 31, 2023, compared with 3.6 years as of December 31, 2022. 1 2 3 4 5 6 7 8 9 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 403 6 CONSOLIDATED FINANCIAL STATEMENTS AS OF DECEMBER 31, 2023 Notes to the consolidated financial statements 14.7.1.2 Banking and insurance businesses The liquidity risk of ﬁnancial services companies is monitored within the framework of an Executive Management‑approved liquidity strategy that is part of the Group’s overall strategy. Each entity’s reﬁnancing situation is assessed based on internal standards and early warning indicators. In May 2023, Carrefour Banque issued a new 500 million euro bond with a four‑year maturity (due May 2027) with a ﬁxed rate swapped for the three‑month Euribor +95 basis points, and in June 2023 redeemed ahead of term the 400 million euro bond issued in September 2019 with a ﬂoating rate of three‑month Euribor +65 basis points (initial maturity in September 2023). Liquidity risk management objectives are to: include central bank diversify sources of programmes, bonds, securitisation programs for renewable credit facilities, negotiable debt issues and repos; financing to create a balanced banking relationship using credit facilities granted by our local partners in addition to those granted by our shareholders; secure refinancing sources in accordance with internal and external criteria (rating agencies and supervisory authorities); ensure a balanced profile in terms of debt maturity and type; comply with regulatory ratios. ■ ■ ■ ■ ■ Banco CSF (Brazil) issued several ﬁnancial bills (Letra Financeira) throughout 2023 for a total amount of 712 million Brazilian reals and redeemed several others that were outstanding at end‑2022, for an amount of 767 million Brazilian reals. As a result, the balance at December 31, 2023. 1,962 million Brazilian amounted reals to As a reminder, several structured ﬁnancing operations were carried out in 2022: ■ ■ a 400 million euro bond Carrefour Banque in March 2022; issue was redeemed early by Banco CSF (Brazil) had issued several Letra Financeira for 700 million Brazilian reals and redeemed several others that were outstanding at end‑2021, including the Letra Financeira Garantida subscribed in December 2021 in an amount of 114 million Brazilian reals. The following tables analyse the cash outﬂows relating to the Group’s ﬁnancial liabilities, by period and payment due date. December 31, 2023 (in millions of euros) Fair value hedged borrowings (2) Fixed rate borrowings Unhedged borrowings Derivative instruments Total Borrowings Suppliers and other creditors Consumer credit ﬁnancing Other current payables (1) Carrying amount Contractual cash ﬂows Due within 1 year Due in 1 to 5 years Due beyond 5 years 813 8,117 495 63 9,487 14,242 5,702 2,713 813 9,002 494 61 10,371 14,242 5,702 2,713 390 1,857 90 42 2,380 14,173 3,771 2,713 423 4,991 404 16 5,834 43 1,931 − 7,808 − 2,154 − 3 2,157 26 − − 2,183 TOTAL FINANCIAL LIABILITIES 32,145 33,028 23,038 (1) (2) Excluding deferred revenue. Borrowings hedged by fair value hedges correspond to the financing facilities in US dollars and euros set up and swapped for Brazilian reals by Brazilian subsidiary Atacadão in September 2021, April 2023 and December 2023, for 1,410 million reals (after repayment of 527 million reals in March and June 2023), 744 million reals and 2,323 million reals, respectively (see Note 14.2.3). 404 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com CONSOLIDATED FINANCIAL STATEMENTS AS OF DECEMBER 31, 2023 Notes to the consolidated financial statements Carrying amount Contractual cash ﬂows Due within 1 year Due in 1 to 5 years Due beyond 5 years 941 7,902 567 148 9,558 14,393 5,142 2,813 941 8,542 567 147 10,197 14,393 5,142 2,813 699 1,733 198 128 2,758 14,340 3,592 2,813 242 5,142 370 17 5,770 34 1,550 − 7,354 − 1,667 − 1 1,668 20 − − 1,688 December 31, 2022 (in millions of euros) Fair value hedged borrowings (2) Fixed rate borrowings Unhedged borrowings Derivative instruments Total Borrowings Suppliers and other creditors Consumer credit ﬁnancing Other current payables (1) TOTAL FINANCIAL LIABILITIES 31,906 32,545 23,502 (1) (2) Excluding deferred revenue. Borrowings hedged by fair value hedges corresponded to the financing facilities in US dollars and euros set up and swapped for Brazilian reals by Brazilian subsidiary Atacadão in April 2020, September 2021 and January 2022, for 1,500 million reals (of which 750 million reals were repaid in April 2022), 1,937 million reals and 2,942 million reals, respectively (see Note 14.2.3). The cash ﬂows relating to the Group’s lease commitments (established based on reasonably certain lease terms within the meaning of IFRS 16) are presented by maturity in Note 8.2. 14.7.2 Interest‑rate risk Interest rate risk is the risk of a change in interest rates leading to an increase in the Group’s net borrowing costs. It is managed at head‑office level by Corporate Treasury and Financing, which reports monthly to an Interest Rate Risk Committee responsible for recommending hedging strategies and methods to be used to limit interest rate exposures and optimise borrowing costs. Long‑term borrowings are generally at ﬁxed rates of interest and do not therefore give rise to any exposure to rising interest rates. Various ﬁnancial instruments are nonetheless used to hedge borrowings against the risk of changes in interest rates. These are mainly basic swaps and options. Hedge accounting is applied in all cases where the required criteria are met. Variable rate long‑term borrowings are hedged using ﬁnancial instruments that cap rises in interest rates over all or part of the life of the debt. The following table shows the sensitivity of total borrowings to changes in interest rates over one year: (in millions of euros) (- = loss; + = gain) Investments Variable rate borrowings Swaps qualiﬁed as cash ﬂow hedges Options qualiﬁed as cash ﬂow hedges TOTAL EFFECT 50‑bps decline 50‑bps increase Impact on shareholders’ equity (OCI) Impact on income statement Impact on shareholders’ equity (OCI) Impact on income statement − − − (2) (2) (31) 7 − − (24) − − − 3 3 31 (7) − − 24 14.7.3 Foreign exchange risk Currency transaction risk is the risk of an unfavourable change in exchange rates having an adverse effect on cash ﬂows from commercial transactions denominated in foreign currency. international operations through The Group conducts subsidiaries that operate almost exclusively in their home country, such that purchases and sales are denominated in local currency. As a result, the Group’s exposure to currency risk on its commercial transactions is naturally limited and mainly concerns imported products. Currency risk on import transactions covered by ﬁrm commitments (i.e., goods purchases billed in foreign currencies) is hedged by forward purchases of the payment currency. Currency hedges are generally for periods of less than 12 months. 1 2 3 4 5 6 7 8 9 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 405 6 CONSOLIDATED FINANCIAL STATEMENTS AS OF DECEMBER 31, 2023 Notes to the consolidated financial statements The following table shows the effect of an increase/decrease in exchange rates on currency instruments: (in millions of euros) (- = loss; + = gain) Position EUR/USD Position EUR/HKD Position EUR/PLN Position EUR/RON Position USD/RON Position CHF/EUR Position BRL/EUR TOTAL EFFECT 10% decrease 10% increase Impact on shareholders’ equity (OCI) Impact on income statement Impact on shareholders’ equity (OCI) − − − − − − (58) (58) 84 − 9 3 (2) − − 95 − − − − − − 68 68 Impact on income statement (84) − (9) (3) 2 − − (95) Currency translation risk is the risk of an unfavourable change in exchange rates reducing the value of the net assets of a subsidiary whose functional currency is not the euro, after conversion into euros for inclusion in the Group’s consolidated statement of ﬁnancial position. The consolidated statement of ﬁnancial position and income risk: statement are exposed consolidated ﬁnancial ratios are affected by changes in exchange rates used to translate the income and net assets of foreign subsidiaries operating outside the eurozone. to a currency translation 14.7.4 Credit risk The Group’s estimated exposure to credit risk is presented below: (in millions of euros) Investments in non‑consolidated companies Other long‑term investments Total Other non‑current ﬁnancial assets Consumer credit granted by the ﬁnancial services companies Trade receivables Other current ﬁnancial assets Other current assets (1) Cash and cash equivalents MAXIMUM EXPOSURE TO CREDIT RISK (1) Excluding prepaid expenses. 14.7.4.1 Retail business 1) TRADE RECEIVABLES The translation risk on foreign operations outside the euro zone mainly concerns the Brazilian real and Argentine peso. Factoring out Argentina, which saw a major devaluation of the peso during the year, sales and recurring operating income for 2023 at constant exchange rates would have been virtually identical at current exchange rates. Lastly, any local ﬁnancing is generally implemented in local currency. December 31, 2023 December 31, 2022 IFRS 3 restated 154 1,074 1,229 6,554 3,269 685 564 6,290 18,592 178 1,073 1,251 5,978 3,330 771 606 5,216 17,153 Trade receivables correspond mainly to amounts receivable from franchisees (for delivered goods and franchise fees) and suppliers (mainly rebates and commercial income). Impairment losses are recognised where necessary, based on an estimate of the debtor’s ability to pay the amount due and the age of the receivable. At December 31, 2023, trade receivables net of impairment (excluding receivables from suppliers) amounted to 2,223 million euros (see Note 6.4.3). At that date, past due receivables amounted to a net 271 million euros, of which 43 million euros were over 90 days past due (1.9% of total trade receivables net of impairment excluding receivables from suppliers). 406 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com CONSOLIDATED FINANCIAL STATEMENTS AS OF DECEMBER 31, 2023 Notes to the consolidated financial statements 2) INVESTMENTS (CASH EQUIVALENTS AND OTHER CURRENT FINANCIAL ASSETS) The Group’s short‑term cash management strategy focuses on acquiring liquid investments that are easily convertible into cash and are subject to an insigniﬁcant risk of changes in value. Investments are made for the most part by Corporate Treasury and Financing, in diversiﬁed instruments such as term deposits with leading banks and mutual funds classiﬁed by the French ﬁnancial markets authority (Autorité des marchés ﬁnanciers – AMF) as “money market” and “short‑term money market” funds without any withdrawal restrictions. Investments made at the country level are approved by Corporate Treasury and Financing. Counterparty risk monitoring procedures are implemented to track counterparties’ direct investment strategies and the underlying assets held by mutual funds in which the Group invests. The Group’s objective is to never hold more than 5% of a fund’s net assets and to never invest more than 250 million euros in any single fund. 14.7.4.2 Banking and insurance businesses A description of credit risk management processes and the method used to determine and record impairment losses in the banking and insurance businesses is provided in Note 6.5.1. ANALYSIS OF DUE AND NOT YET DUE CONSUMER LOANS (in millions of euros) Consumer credit granted by the ﬁnancial services companies December 31, 2023 Amounts not yet due at the period‑end Amounts due and past due at the period‑end 0 to 3 months 3 to 6 months 6 months to 1 year More than one year 6,554 5,776 428 85 115 151 (in millions of euros) Consumer credit granted by the ﬁnancial services companies December 31, 2022 Amounts not yet due at the period‑end Amounts due and past due at the period‑end 0 to 3 months 3 to 6 months 6 months to 1 year More than one year 5,978 5,181 523 76 93 105 ANALYSIS OF CONSUMER LOANS BY MATURITY (in millions of euros) France Belgium Spain Argentina Brazil TOTAL (in millions of euros) France Belgium Spain Argentina Brazil TOTAL December 31, 2023 Due within 1 year Due in 1 to 5 years Due beyond 5 years 1,490 172 1,816 49 3,027 6,554 622 5 1,128 49 2,840 4,644 759 136 258 0 188 1,341 109 31 429 − 0 570 December 31, 2022 Due within 1 year Due in 1 to 5 years Due beyond 5 years 1,254 153 2,053 71 2,447 5,978 538 4 1,187 71 2,311 4,111 624 124 340 0 136 1,224 92 25 527 − 0 643 1 2 3 4 5 6 7 8 9 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 407 6 CONSOLIDATED FINANCIAL STATEMENTS AS OF DECEMBER 31, 2023 Notes to the consolidated financial statements 14.7.5 Equity risk Group policy is to avoid taking positions on its own shares or those of other companies, except in response to particular circumstances or needs. Marketable securities portfolios and other ﬁnancial investments held by the Group consist for the most part of money market instruments that do not expose the Group to any material equity risk. From time to time, the Group buys back its shares on the market or purchases call options on its shares. These shares are mainly used to cover stock option and performance share plans. At December 31, 2023, shares held in treasury by the Group covered its total commitments under these plans. The equity the conversion options embedded in the bonds issued by the Group in March 2018 is risk associated with At December 31, 2023, these contracts were valued as follows: fully hedged by symmetrical options contracted with banks. The derivatives are recognised as assets and in the statement of ﬁnancial position total amount of 0.7 million euros. liabilities in a 14.7.6 Commodity risk Commodity risk is the risk that a change in the price of commodities could have an adverse effect on the Group’s future cash ﬂows. The Group’s exposure to commodity risk mainly results from energy prices, and more speciﬁcally the cost of biomethane (in the context of freight transport) and electricity. This risk is the various forward purchase contracts on hedged by underlyings, the maturities of which can exceed 12 months. These forwards qualify as cash ﬂow hedges for accounting purposes. (in millions of euros) Face value Fair value Face value Fair value Forward contracts hedging biomethane exposure Forward contracts hedging electricity provision TOTAL − − − − − − 13 21 34 (4) (6) (10) ASSETS LIABILITIES The calculation of the pre‑tax impact of a change in the value of derivatives due to an increase/decrease in prices is shown below: (in millions of euros) (- = loss; + = gain) Forward contracts hedging biomethane exposure Forward contracts hedging electricity provision TOTAL EFFECT In 2023, as part of its goal of achieving net‑zero carbon emissions from its store operations by 2040, the Group signed four Physical Power Purchase Agreements. These agreements cover wind and solar farms in France, which will produce around 100 GWh per year from 2024, equivalent to the power consumed by 29 hypermarkets. They are accounted for as executory contracts (“own‑use” exemption as provided for by IFRS 9). 10% decrease 10% increase Impact on shareholders’ equity (OCI) Impact on income statement Impact on shareholders’ equity (OCI) Impact on income statement (1) (1) (2) − − − 1 1 2 − − − The Group will continue to accelerate the implementation of these green energy contracts across all of its geographies by considering both Physical and Virtual Power Purchase Agreements. 408 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com CONSOLIDATED FINANCIAL STATEMENTS AS OF DECEMBER 31, 2023 Notes to the consolidated financial statements NOTE 15 OFF‑BALANCE SHEET COMMITMENTS Accounting principles Commitments given and received by the Group that are not recognised in the statement of ﬁnancial position correspond to contractual obligations whose performance depends on the occurrence of conditions or transactions after the period‑end. There are four types of off‑balance sheet commitments, related to cash management transactions, retailing operations, purchases and sales of securities, and leases. Commitments given (in millions of euros) Related to cash management transactions Financial services companies Other companies Related to operations/real estate/expansion Related to purchases and sales of securities Related to leases TOTAL Commitments received (in millions of euros) Related to cash management transactions Financial services companies Other companies Related to operations/real estate/expansion Related to purchases and sales of securities Related to leases TOTAL December 31, 2023 Due within 1 year Due in 1 to 5 years Due beyond 5 years December 31, (1) 2022 By maturity 8,819 8,525 294 2,934 157 269 8,025 7,964 62 1,756 18 59 692 558 134 984 37 126 102 4 99 194 102 85 9,264 8,895 369 1,213 137 248 12,180 9,858 1,838 484 10,862 December 31, 2023 Due within 1 year Due in 1 to 5 years Due beyond 5 years December 31, (1) 2022 By maturity 5,941 1,350 4,591 1,930 459 667 804 158 646 392 313 331 5,081 1,175 3,906 1,080 108 250 8,997 1,841 6,518 55 17 39 458 38 87 638 5,984 1,426 4,557 1,612 426 467 8,488 (1) The reported balance of commitments given and received at December 31, 2022 did not include Grupo BIG commitments. Grupo BIG was acquired in 2022 (see Note 2.1.1.3). Off‑balance sheet commitments related to cash management transactions include: credit commitments given to customers by the Group’s financial services companies in the course of their operating activities, and credit commitments received from banks; mortgages and other guarantees given or received, mainly in connection with the Group’s real estate activities; committed lines of credit available to the Group but not drawn down at the period‑end. ■ ■ ■ ■ ■ Off‑balance sheet commitments related to operations mainly include: ■ commitments given for land purchases or construction work to be performed in connection with the Group’s expansion programmes; ■ miscellaneous commitments contracts; arising from commercial rent guarantees and guarantees from shopping mall operators; guarantees for the payment of receivables. ■ ■ Off‑balance sheet commitments related to securities consist of commitments to purchase and sell securities received from or given to third parties: for the most part in France, in connection with the Group’s franchising activities; including immediately exercisable put and call options and sellers’ warranties given to third parties. No value is attributed to sellers’ warranties received by the Group. Off‑balance sheet commitments related to leases correspond to minimum payments under non‑cancellable leases qualifying for the exemptions set out in IFRS 16 and also the IFRS 16 leases for which the underlying assets had not been made available as of December 31, 2023. 1 2 3 4 5 6 7 8 9 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 409 6 CONSOLIDATED FINANCIAL STATEMENTS AS OF DECEMBER 31, 2023 Notes to the consolidated financial statements NOTE 16 SUBSEQUENT EVENTS On January 8, 2024, the Brazilian subsidiary Atacadão issued debentures reals (approximately 280 million euros at the December 31, 2023 exchange rate) in two tranches: for an amount of 1.5 billion Brazilian ■ ■ an initial tranche for 650 million Brazilian reals, with a coupon of CDI +1.2% and a maturity of two years; a second tranche for 850 million Brazilian reals, with a coupon of CDI +1.35% and a maturity of three years; On February 5, 2024, the Brazilian subsidiary Atacadão issued simple, unsecured non‑convertible debentures (Certiﬁcado de Recebíveis do Agronegócio – CRA) for an amount of 1 billion Brazilian reals (approximately 187 million euros at the December 31, 2023 exchange rate) in ﬁve tranches: ■ ■ ■ an initial tranche for 146 million Brazilian reals, with a coupon of CDI +0.85% and a maturity of three years; a second tranche for 61 million Brazilian reals, with a coupon of CDI +0.95% and a maturity of five years; a third tranche for 341 million Brazilian reals, with a coupon of between 109.95% and 110.07% of the CDI (after hedging) and a maturity of three years; ■ ■ a fourth tranche for 196 million Brazilian reals, with a coupon of 110.10% of the CDI (after hedging) and a maturity of five years; a fifth tranche for 256 million Brazilian reals, with a coupon of between 110.80% and 111.20% of the CDI (after hedging) and a maturity of seven years. On January 25, 2024, the Group announced that it had entered into exclusive negotiations with the Intermarché group with a view to acquiring 31 stores. These stores generated sales of around 400 million euros in 2022. The amount of the acquisition is not material. Under the terms of this agreement, Carrefour will replace Intermarché for the purchase of 25 stores from Casino (purchase commitment signed on February 8, 2024), while the remaining six stores will be acquired directly from Intermarché. The Group has undertaken to maintain all employees working in the stores along with their social beneﬁts for a minimum period of 15 months. The transaction is subject to the usual conditions precedent, notably the authorisation of the French competition authority. The transaction is expected to be completed in April 2024 for the stores acquired from Casino and in the second quarter of 2024 for the stores acquired from Intermarché. 410 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com CONSOLIDATED FINANCIAL STATEMENTS AS OF DECEMBER 31, 2023 Notes to the consolidated financial statements NOTE 17 AUDITORS’ FEES Fees 2023 (in thousands euros) Financial statements certiﬁcation services Carrefour SA – Issuer Subsidiaries (controlled entities) Other services (2) Carrefour SA – Issuer Subsidiaries (controlled entities) Deloitte & (1) Associés 2,498 496 2,002 352 274 78 Network Total Deloitte Mazars (1) Network Total Mazars 3,354 − 3,354 347 − 347 5,851 496 5,356 700 274 426 2,150 428 1,722 120 32 88 1,292 − 1,292 44 − 44 3,441 428 3,014 164 32 132 TOTAL 2,850 3,701 6,551 2,270 1,335 3,605 (1) (2) Carrefour SA (parent company) Statutory Auditors (excluding services provided by their network). Including services that are to be provided by Statutory Auditors by law. Non‑audit services provided to the parent, Carrefour SA, and its subsidiaries by the Statutory Auditors include mainly services in relation to the issuance of statements and reports on agreed‑upon procedures concerning ﬁnancial information and internal control or due‑diligence in the context of an acquisition or a disposal. 1 2 3 4 5 6 7 8 9 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 411 6 CONSOLIDATED FINANCIAL STATEMENTS AS OF DECEMBER 31, 2023 Notes to the consolidated financial statements NOTE 18 LIST OF CONSOLIDATED COMPANIES 18.1 Fully consolidated companies at December 31, 2023 FRANCE ABREDIS AMIDIS ET CIE ANTIDIS BELLEVUE DISTRIBUTION BLO DISTRIBUTION BRINGO FRANCE BRINGO INTERNATIONAL BRINGO TECH BRUNIEDIS C.DICAR C.DIS C.S.F C.S.V CANDIS CARAUTOROUTES CARDADEL CARFIDIS CARFUEL CARGO INVEST CARGO PROPERTY DEVELOPMENT CARIMA CARMA CARMA VIE CARRE D’OR DISTRIBUTION CARREFOUR ADMINISTRATIF FRANCE CARREFOUR BANQUE CARREFOUR DÉVELOPPEMENT URBAIN CARREFOUR DRIVE CARREFOUR FINANCE CARREFOUR FRANCE CARREFOUR FRANCE PARTICIPATION CARREFOUR HYPERMARCHÉS Percent interest used in consolidation 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 50 50 100 100 60 100 100 100 100 100 100 FRANCE CARREFOUR IMPORT CARREFOUR MANAGEMENT CARREFOUR MARCHANDISES INTERNATIONALES CARREFOUR MONACO CARREFOUR OMNICANAL CARREFOUR PARTENARIAT INTERNATIONAL CARREFOUR PROPERTY FRANCE CARREFOUR PROPERTY GESTION CARREFOUR PROXIMITÉ FRANCE CARREFOUR RÉGIE PUBLICITAIRE CARREFOUR SA CARREFOUR SERVICES CLIENTS CARREFOUR SERVICES FACTORY CARREFOUR STATION SERVICE CARREFOUR SUPPLY CHAIN CARREFOUR SYSTÈMES D’INFORMATION CARREFOUR VOYAGES CENTRE D’ACTIVITÉS DE DRAGUIGNAN SALAMANDRIER CENTRE DE FORMATION ET COMPÉTENCES CL CV LOGISTIQUE CLAIREFONTAINE COFLEDIS COMPAGNIE D’ACTIVITÉ ET DE COMMERCE INTERNATIONAL COMPTOIR SAVOYARD DE DISTRIBUTION COVIAM 8 COVICAR 2 COVICAR 44 COVICAR 51 COVICAR 55 CRPF LOG INVEST Percent interest used in consolidation 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 74 100 100 100 100 100 100 412 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com CONSOLIDATED FINANCIAL STATEMENTS AS OF DECEMBER 31, 2023 Notes to the consolidated financial statements FRANCE CRPF NANTES CRPF SARTROUVILLE CRFP VESTA PROPERTY CRFP13 CRFP20 CRFP22 CRFP23 CRFP24 CRFP25 (UNLIMITAIL) CRFP8 CORDIS CROQUETTELAND CSD TRANSPORTS DASTORE DAUPHINOISE DE PARTICIPATIONS DE LA FONTAINE DELMAS DEJBOX LAB DEJBOX SERVICES DES CALLOUETS DIGITAL MEDIA SHOPPER DISTRIVAL DOREL ENTREPÔT PÉTROLIER DE LA GIRONDE ETS LUCIEN LAPALUS ET FILS FALDIS FCT MASTER CREDIT CARD 2013 FINANCIÈRE RSV FINIFAC FONMARTOP FORUM DÉVELOPPEMENT GAMACASH GEILEROP GENEDIS Percent interest used in consolidation 100 100 100 100 100 100 100 100 51 100 100 100 74 100 100 51 100 86 86 51 100 100 100 66 100 100 60 100 100 100 100 100 100 100 FRANCE GIE BREST BELLEVUE GREENWEEZ GSMC GUYENNE & GASCOGNE GVTIMM HYPARLO HYPERADOUR IMMO ARTEMARE IMMOBILIÈRE CARREFOUR IMMOBILIÈRE PROXI IMMOCYPRIEN IMMODIS INTERDIS LA CROIX VIGNON LALAUDIS LANN KERGUEN LESCHENES LOGIDIS LOVADIS LYBERNET MAISON JOHANES BOUBEE MATOLIDIS MENHIR MONTEL DISTRIBUTION NASOCA NOOPART NOSAEL PARLITOP PARSEVRES PASDEL PHIVETOL PLANETA HUERTO POTAGER CITY PROFIDIS Percent interest used in consolidation 80 100 100 100 51 100 100 51 100 100 51 100 100 51 100 51 100 100 100 50 100 100 100 100 100 100 51 100 100 100 100 100 88 100 1 2 3 4 5 6 7 8 9 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 413 6 CONSOLIDATED FINANCIAL STATEMENTS AS OF DECEMBER 31, 2023 Notes to the consolidated financial statements FRANCE SORGENTE NATURA SOVAL STELAUR STENN SUPERADOUR SUPERDIS TIADIS VAN‑K VÉZÈRE DISTRIBUTION VILLES ET COMMERCES VIZEGU ZORMAT Percent interest used in consolidation 100 100 100 100 100 97 100 100 50 80 90 100 GERMANY CARREFOUR PROCUREMENT INTERNATIONAL BV & CO. KG ARGENTINA BANCO DE SERVICIOS FINANCIEROS SA INC S.A. Percent interest used in consolidation 100 Percent interest used in consolidation 92 100 FRANCE PUECH ECO ROYAL SAFABE SAFETY SAINT HERMENTAIRE SALACA SAS LOUIS SEGUIN – ANGLET SCI AZIMMO SCI DE SIAM SCI IMMO BAQUEVILLE SCI IMMOTOURNAY SCI LÉGÈRE SCI LES HAUTS DE ROYA SCI LES TASSEAUX SCI LES VALLÉES SCI MAXIMOISE DE CRÉATION SCI PROXALBY SCI RESSONS SCI SIGOULIM SELIMA SMARTECO SO.BIO SO.BIO SÈVRES SOCIÉTÉ D’ALIMENTATION MODERNE SOCIÉTÉ DES HYPERMARCHÉS DE LA VÉZÈRE SOCIÉTÉ DES NOUVEAUX HYPERMARCHÉS SOCIÉTÉ LUDIS SOCIETE MODERNE DE DISTRIBUTION MAISON VIZET‑FAVRE SODIMODIS SODISAL SODITRIVE SOFALINE SOFIDIM Percent interest used in consolidation 100 100 100 100 100 100 100 100 51 51 51 100 100 51 51 51 74 51 51 100 100 100 100 100 50 100 100 81 100 100 100 100 99 414 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com BELGIUM BRUGGE RETAIL ASSOCIATE CAPARBEL CARREFOUR BELGIUM CARUM DRIVE 1 DRIVE 2 ÉCLAIR FILUNIC FIMASER FIRST IN FRESH GROSFRUIT HALLE RETAIL ASSOCIATE HEPPEN RETAIL ASSOCIATE INTERDIS MARKET A1 CBRA MARKET B2 CBRA MARKET C3 CBRA MARKET D4 CBRA MARKET E5 CBRA MARKET F6 CBRA ORTHROS RETAIL SUPPORT SERVICES ROB SCHILCO SHIP TO SOUTH MED INVESTMENTS STIGAM VANDEN MEERSSCHE NV CONSOLIDATED FINANCIAL STATEMENTS AS OF DECEMBER 31, 2023 Notes to the consolidated financial statements Percent interest used in consolidation 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 BRAZIL ATACADÃO S.A BANCO CSF BARBAROSSA EMPREENDIMENTOS E PARTCIPACOES BOMPRECO BAHIA BOMPRECO NORDESTE BSF HOLDING BULGE EMPREENDIMENTOS E PARTICIPACOES CARREFOUR COMMERCIO E INDUSTRIA CARREFOUR UNLIMITAIL PUBLICIDADE CCI IP PARTICIPACOES CCI RE SPCO DESENVOLMENTO IMOBILIARIO OSASCO CMBCI INVESTIMENTOS E PARTICIPAÇÕES COMERCIAL DE ALIMENTOS CARREFOUR COSMOPOLITANO SHOPPING EMPREENDIMENTOS COTABEST INFORMACOES E TECNOLOGIA CSF ADMINISTRADORA E CORRETORA DE SEGUROS EIRELI E MIDIA INFORMACOES GIBRALTAR EMPREENDIMENTOS E PARTICIPACOES GRUPO BIG IMOPAR PARTICIPCOES E ADMINISTRACAO IMOBILIARIA KHARKOV EMPREENDIMENTOS E PARTICIPACOES KURSK EMPREENDIMENTOS E PARTICIPACOES MIDWAY EMPREENDIMENTOS E PARTICIPACOES NOVA TROPI GESTAO DE EMPREENDIMENTOS OVERLORD EMPREENDIMENTOS E PARTICIPACOES PACIFICO EMPREENDIMENTOS E PARTICIPACOES PANDORA PARTICIPACOES RIO BONITO ASSESSORIA DE NEGOCIOS SPE CENTRO‑OESTE SPE NORDESTE Percent interest used in consolidation 67 34 67 67 67 34 67 67 67 67 67 67 67 67 34 34 67 67 67 67 67 67 67 67 67 67 67 67 67 67 1 2 3 4 5 6 7 8 9 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 415 6 CONSOLIDATED FINANCIAL STATEMENTS AS OF DECEMBER 31, 2023 Notes to the consolidated financial statements BRAZIL SPE NORTE SPE SUDESTE SPE SUL STALINGRADO EMPREENDIMENTOS E PARTICIPACOES TORCH EMPREENDIMENTOS E PARTICIPACOES TRANSPORTADORA VALQUIRIA EMPREENDIMENTOS E PARTICIPACOES VERPARINVEST WMB WMS CHINA SHANGHAI GLOBAL SOURCING CONSULTING CO SPAIN CARREFOUR PROPERTY ESPANA CENTROS COMERCIALES CARREFOUR CORREDURIA DE SEGUROS CARREFOUR EURECA FINANZAS Y SEGUROS GROUP SUPECO MAXOR INVERSIONES PRYCA NORFIN HOLDER SERVICIOS FINANCIEROS CARREFOUR SOCIEDAD DE AGENCIA DE SEGUROS VINCULADA CARREFOUR SOCIEDAD DE COMPRAS MODERNAS SUPERDISTRIBUCION CEUTA SUPERMERCADOS CHAMPION SUPERSOL SPAIN VIAJES CARREFOUR Percent interest used in consolidation 67 67 67 67 67 67 67 67 67 67 Percent interest used in consolidation 100 Percent interest used in consolidation 100 100 100 100 100 100 100 100 60 100 100 100 100 100 100 HONG KONG CARREFOUR ASIA CARREFOUR GLOBAL SOURCING ASIA CARREFOUR TRADING ASIA (CTA) ITALY CARREFOUR ITALIA FINANCE SRL CARREFOUR ITALIA SPA CARREFOUR PROPERTY ITALIA SRL CONSORZIO TRA | PROPRIETARI DEL CENTRO COMMERCIALE DI BUROLO CONSORZIO TRA | PROPRIETARI DEL CENTRO COMMERCIALE DI GUISSANO CONSORZIO TRA | PROPRIETARI DEL CENTRO COMMERCIALE DI MASSA CONSORZIO TRA | PROPRIETARI DEL CENTRO COMMERCIALE DI NICHELINO CONSORZIO TRA | PROPRIETARI DEL CENTRO COMMERCIALE DI PADERNO DUGNANO CONSORZIO PROPRIETARI CENTRO COMMERCIALE DI TORINO MONTECUCCO CONSORZIO PROPRIETARI CENTRO COMMERCIALE DI VERCELLI GS SPA Percent interest used in consolidation 100 100 100 Percent interest used in consolidation 100 100 100 89 77 54 64 53 87 84 100 LUXEMBOURG VELASQUEZ NETHERLANDS CARREFOUR NEDERLAND BV HYPER GERMANY BV INTERNATIONAL MERCHANDISE TRADING BV Percent interest used in consolidation 100 Percent interest used in consolidation 100 100 100 416 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com CONSOLIDATED FINANCIAL STATEMENTS AS OF DECEMBER 31, 2023 Notes to the consolidated financial statements POLAND CARREFOUR POLSKA CPA WAW 1 ROMANIA ALLIB ROM SRL ARTIMA SA BRINGO MAGAZIN CARREFOUR PRODUCTIE SI DISTRIBUTIE CARREFOUR ROUMANIE Percent interest used in consolidation 100 100 ROMANIA COLUMBUS ACTIVE SRL COLUMBUS OPERATIONAL SRL MILITARI GALERIE COMERCIALA Percent interest used in consolidation ROMANIA HYPERMARCHE SA SUPECO INVESTMENT SRL 100 100 100 100 100 SWITZERLAND CARREFOUR WORLD TRADE 1 2 Percent interest used in consolidation 100 100 100 100 100 Percent interest used in consolidation 100 3 4 5 6 7 8 9 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 417 6 CONSOLIDATED FINANCIAL STATEMENTS AS OF DECEMBER 31, 2023 Notes to the consolidated financial statements 18.2 Equity‑accounted companies at December 31, 2023 FRANCE ADIALEA ALEXANDRE ALK DISTRI ALTACAR NANTES ALTACAR SARTROUVILLE ANGIDIS ANTONINE ARLOM DISTRIBUTION AROBLIS AUBINYC AUDIST BAMAZO BELONDIS BIADIS BFM DISTRIBUTION BLS RETRAIL BOULOGNE POINT DU JOUR BOURG SERVICES DISTRIBUTION CABDIS CABDISTRI CALODIAN DISTRIBUTION CAMPI CARDUTOT CARMILA CEMALIYA IMMOBILIER CENTRALE ENVERGURE CERBEL CEVIDIS CHAMNORD CHERBOURG INVEST CHRISTIA CINQDIS 09 CLOVIS CLUNYDIS CODINOG COJEDIS COROU Percent interest used in consolidation 3 50 50 40 40 50 50 50 50 50 50 50 50 34 50 50 26 50 50 50 50 50 26 36 50 50 50 50 56 48 50 50 50 50 50 50 50 FRANCE COSALCIA CVP DISTRIBUTION CYMUR CZIMMO D2C DECODIS DÉPÔT PÉTROLIER DE LYON DIMATI DIRIC DISTRI AIX DISTRI GIGNAC DISTRI PALAVAS DISTRIBERRE IMMO DISTRIBOURG DISTRICAB DISTRIFLEURY DISTRIONE DOLMEN DOUDIS ECUDIS EDENDIS EDENMATHIMMO ENTREPÔT PÉTROLIER DE VALENCIENNES FABCORJO FALME FAMYDIS FIVER FONCIÈRE BORDEROUGE FONCIÈRE MARSEILLAN FONCIÈRE PLANES FRELUM GALLDIS GAMAX33 GDCLE GENIDIS GGP DISTRIBUTION GMARKET IMMO Percent interest used in consolidation 50 50 50 50 50 26 50 50 50 50 50 50 50 50 50 50 50 50 50 50 50 50 34 50 50 50 50 50 50 50 50 50 50 48 48 50 50 418 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com CONSOLIDATED FINANCIAL STATEMENTS AS OF DECEMBER 31, 2023 Notes to the consolidated financial statements FRANCE GRANDI GRDIS GREGADIS HBLP IDEC IMMO ST PIERRE ÉGLISE J2B DISTRIBUTION JEDEMA JLEM JMS74 DISTRIBUTION JOSIM JTDS MARKET JUPILOU KASAM KARAMONTDE LA BEAUMETTE LA CATALANE DE DISTRIBUTION LA CLAIRETTE LA CRAUDIS LA GARDUERE IMMO LB LE PLAN LE CLAUZELS LEHENBERRI LES 4 CANAUX IMMO LES OLIVIERS LEZIDIS LOVICHAM LSODIS LYEMMADIS MACANOSA MADIS MADIX MAGODIS MALISSOL MARIDYS MARITIMA DIS MARLODIS MASSEINE MATCH OPCO (MARKET PAY) Percent interest used in consolidation 50 50 50 25 50 50 50 50 50 50 34 50 50 50 50 49 50 50 50 50 50 50 50 50 50 50 50 50 50 50 50 50 50 50 50 50 50 50 35 FRANCE MAVIC MBD MBD IMMO MIMALI MEJE DISTRIBUTION NCL NOUKAT OLICOURS OUISDIS OULLIDIS P.A.M. PAS DE MENC PFDIS PHILODIS PLAMIDIS PLANE MARSEILLAN PLANE PORT VENDRES PONT D’ALLIER PRIGONDIS PRODIX PROVENCIA QUENDIDIS RD2M REBAIS DISTRIBUTION RETAIL MARKET RILLIDIS RIMADIS ROJULDIS ROLLAND DISTRIBUTION ROND POINT ROSE BERGER ROUET DISTRI S.C.B S.O.V.A.L.A.C. SADEV SAELI SAINT JUERY DISTRIBUTION SAINT PAUL DISTRIBUTION SAS DF19 Percent interest used in consolidation 50 50 50 50 50 50 50 50 50 50 50 50 50 50 50 50 50 50 50 50 50 50 50 50 50 48 50 50 50 50 26 50 26 50 26 50 50 50 50 1 2 3 4 5 6 7 8 9 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 419 6 CONSOLIDATED FINANCIAL STATEMENTS AS OF DECEMBER 31, 2023 Notes to the consolidated financial statements FRANCE SAS NC DISTRIBUTION SCGR DISTRIBUTION SCI 2C SCI 2F SCI BRETEUIL SCI CARGAN‑LOG SCI COLODOR SCI DU MOULIN SCI DU PARC NATIONAL SCI FONCIÈRE DES ALBERES SCI HALLE RASPAIL SCI IMMODISC SCI LATOUR SCI LE PETIT BAILLY SCI LE PLA SCI LUMIMMO SCI MARKET RIEC SCOMONDIS SEREDIS SERPRO SIFO SIXFOURSDIS SOBRAMIC SOCADIS SOCIÉTÉ DES DÉPÔTS DE PÉTROLE CÔTIERS SOCIÉTÉ DES MAGASINS ÉCONOMIQUES SOCIÉTÉ DISTRIBUTION ALMENTAIRE PYRÉNÉES SOCIÉTÉ DU DÉPÔT PÉTROLIER DE NANTERRE SOCIÉTÉ PÉTROLIÈRE DU VAL DE MARNE SODIBAL SODIBOR SODICAB SODIFAL SODILIM SODIMER SODIOUIS SODITIOL SODYEN Percent interest used in consolidation 50 50 50 50 50 40 50 50 50 50 50 50 60 50 50 51 50 50 26 50 50 50 50 50 24 50 26 20 30 50 50 50 50 50 50 50 50 50 FRANCE SOLDIS SOMADIS SOQUIMDIS SOROTIN SOVADIS SOVALDIS SPC DISTRI SR2G SRP GROUPE SA (SHOWROOMPRIVE.COM) ST BONNET DISCOUNT TEDALI TURENNE VALCRIS DISTRIBUTION VALMENDIS VICTURIS 2003 VICUN VILAC YOUN MARKET BRAZIL EWALLY SPAIN 2012 ALVARO EFREN JIMENEZ 2012 CORDOBA RODRIGUEZ 2012 ERIK DAVID 2012 FLORES HERNANDEZ 2012 LIZANDA TORTAJADA 2013 CID OTERO 2013 SOBAS ROMERO COSTASOL DE HIPERMERCADOS DIAGONAL PARKING GLORIAS PARKING ILITURGITANA DE HIPERMERCADOS JM MARMOL SUPERMERCADOS LAREDO EXPRESS J.CARLOS VAZQUEZ LUHERVASAN Percent interest used in consolidation 50 50 50 50 50 50 50 50 9 50 50 50 50 50 50 50 50 50 Percent interest used in consolidation 33 Percent interest used in consolidation 26 26 26 26 26 26 26 34 58 50 34 26 26 26 420 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com CONSOLIDATED FINANCIAL STATEMENTS AS OF DECEMBER 31, 2023 Notes to the consolidated financial statements SPAIN SUPERMERCATS HERGERVIC MATARO SUPERMERCATS SAGRADA FAMILIA ITALY CONSORZIO PROPRIETARI CENTRO COMMERCIALE SHOPVILLE GRAN RENO CONSORZIO PROPRIETARI CENTRO COMMERCIALE ASSAGO CONSORZIO TRA I PROPRIETARI DEL PARCO COMMERCIALE DI NICHELINO Percent interest used in consolidation 26 26 POLAND C SERVICES Percent interest used in consolidation TUNISIA ULYSSE 39 50 30 TURKEY CARREFOUR SABANCI TICARET MERKEZI (CARREFOURSA) Percent interest used in consolidation 30 Percent interest used in consolidation 25 Percent interest used in consolidation 32 1 2 3 4 5 6 7 8 9 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 421 6 CONSOLIDATED FINANCIAL STATEMENTS AS OF DECEMBER 31, 2023 Statutory Auditors’ report on the consolidated financial statements 6.7 Statutory Auditors’ report on the consolidated financial statements For the year ended December 31, 2023 Independence To the Shareholders’ Meeting of Carrefour S.A., Opinion In compliance with the engagement entrusted to us by the Shareholders’ Meeting, we have audited the accompanying consolidated ﬁnancial statements of Carrefour S.A. for the year ended December 31, 2023. In our opinion, the consolidated ﬁnancial statements give a true and fair view of the assets and liabilities and of the ﬁnancial position of the Group as of December 31, 2023 and of the results of its operations for the year then ended in accordance with International Financial Reporting Standards as adopted by the European Union. The audit opinion expressed above is consistent with our report to the Audit Committee. Basis for Opinion Audit framework We conducted our audit in accordance with professional standards applicable in France. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Our responsibilities under those standards are further described in the Statutory Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We conducted our audit engagement in compliance with independence requirements of the French Commercial Code (code de commerce) and the French Code of ethics (code de déontologie) for statutory auditors, for the period from January 1, 2023 to the date of our report and speciﬁcally we did not provide any prohibited non‑audit services referred to in Article 5 (1) of Regulation (EU) No 537/2014. Justification of Assessments - Key Audit Matters In accordance with the requirements of Articles L. 821‑53 and R. 821‑180 of the French Commercial Code (code de commerce) relating to the justiﬁcation of our assessments, we inform you of the key audit matters relating to risks of material misstatement that, in our professional judgment, were of most signiﬁcance in our audit of the consolidated ﬁnancial statements of the current period, as well as how we addressed those risks. These matters were addressed in the context of our audit of the consolidated ﬁnancial statements as a whole, approved in the conditions mentioned above, and in forming our opinion thereon, and we do not provide a separate opinion on speciﬁc items of the consolidated ﬁnancial statements. Tax provisions of Brazilian subsidiaries: estimation of provisions, tax payables and contingent liabilities (See notes 1.4, 11.1, 11.2.1 and 11.3 to the consolidated ﬁnancial statements) Key Audit Matter In Brazil, the Group is involved in tax risks, in particular, on the tax on the distribution of goods and services (ICMS) and to the corresponding tax credits recorded, on the federal contributions related to the social integration programme and to the ﬁnancing of the social security system (Pis‑Coﬁns) and on the tax amortization of goodwill recognised in 2007 in the context of the acquisition of Atacadão. The assessment of the risk related to each tax litigation is regularly reviewed by the tax departments of the Brazilian subsidiaries, with the support of its external counsels for the most signiﬁcant tax litigations in order to determine the need of recording a provision or not, and in the case where a provision should be recorded, to estimate the amount of the provision. We considered the tax risk of the Brazilian subsidiaries, for both the estimation of the provisions and the information disclosed in the ﬁnancial statement as a key audit matter due to the amount and the number of tax risks, to the complexity and the level of management judgment in the assessment of the ongoing litigations and the amount of the provision to be booked. Response as part of our audit We have reviewed the internal controls implemented by the Group to identify tax risks in the Brazilian subsidiaries (identiﬁcation of risks, documentation of risk assessment, engagement of external experts). We also performed the following procedures, with the assistance of our tax experts: ■ ■ ■ Interviews with the tax department of the Brazilian subsidiaries in order to assess the current status of the identified risks and ongoing litigations; Review the opinions of the external counsels of the entities of the Group, to our written confirmation requests; responses including the the estimates and positions adopted by Analysis of management to determine the need to record a provision and, where this is necessary, to assess reasonable assurance on the amount of provision to be recorded; ■ Assessment of the information disclosed in the notes 11.1, 11.2.1 et 11.3 to the consolidated financial statements. 422 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com CONSOLIDATED FINANCIAL STATEMENTS AS OF DECEMBER 31, 2023 Statutory Auditors’ report on the consolidated financial statements Measurement and recognition of rebates and service agreement (See notes 1.4 and 6.2.1 to the consolidated ﬁnancial statements) Key Audit Matter The Group enters into a signiﬁcant number of purchase agreements with suppliers which include: ■ Commercial discounts based on the purchase volumes or on other contractual terms such as the achievement of threshold or the increase of purchase volumes (« rebates »); ■ Revenues from services provided to suppliers by the Group (« service agreements »). Rebates and service agreements received from suppliers by the Group are estimated based on the contractual terms agreed in the purchase agreement with suppliers and are recorded as a reduction of cost of sales. Given the signiﬁcant number of agreements and the speciﬁcities of each agreement, the correct measurement and recognition of rebates and service agreements in accordance with the contractual terms and the purchases volumes represent a key audit matter. Specific Verifications We have also performed, in accordance with professional standards applicable in France, the speciﬁc veriﬁcations required by laws and regulations of the information presented in the Group management report. We have no matters to report as to its fair presentation and its consistency with the consolidated ﬁnancial statements. We attest that the consolidated declaration of extra‑ﬁnancial performance, required under Article L. 225‑102‑1 of the French Commercial Code, is included in the Group management report, being speciﬁed that, in accordance with the provisions of Article L. 823‑10 of this Code, we have not veriﬁed the fair presentation and the consistency with the consolidated ﬁnancial statements of the information provided in this declaration. A report will be issued on this information by an independent third party. Report on Other Legal and Regulatory Requirements Format of presentation of the consolidated finan cial statements intended to be included in the an nual financial report We have also veriﬁed, in accordance with the professional standard applicable in France relating to the procedures performed by the statutory auditor relating to the annual and consolidated ﬁnancial statements presented in the European single electronic format deﬁned in the European Delegated Regulation No 2019/815 of 17 December 2018, that the presentation of the ﬁnancial statements intended to be included in the annual ﬁnancial report mentioned in Article L. 451‑1‑2, I of the French Monetary and Financial Code , prepared under the responsibility of the Chairman and Chief Executive Officer. Our work includes verifying that the tagging of these consolidated ﬁnancial statements complies with the format deﬁned in the above delegated regulation. Response as part of our audit We have obtained an understanding on the internal controls implemented by the Group on the measurement and the recognition of rebates and service agreements. We assessed their design and implementation and we tested their effectiveness through a sample of agreements. Our other procedures consisted mainly, for a sample of rebates and service agreements of: ■ ■ ■ Matching the data used for the calculations of rebates and service agreements with the commercial conditions mentioned in the contracts signed with the suppliers; Comparing last year’s estimates with actual figures in order to assess the reliability of the rebates and service agreement measurement’s process (review of the release of prior year’s rebates); Matching business volumes used for the calculation of the expected rebates and service agreements for the year ended December 31, 2023 with business volumes recorded in the Group’s procurement system; ■ Performing substantive analytical procedures on the change in rebates and service agreements. Based on the work we have performed, we conclude that the presentation of the ﬁnancial statements intended to be included in the annual ﬁnancial report complies, in all material respects, with the European single electronic format. Due to the technical limitations inherent to the block‑tagging of the consolidated ﬁnancial statements according to the European single electronic format, the content of certain tags of the notes may not be the accompanying identically consolidated ﬁnancial statements. rendered to responsibility the Moreover, we have no consolidated ﬁnancial statements that will ultimately be included by your company in the annual ﬁnancial report ﬁled with the AMF are in agreement with those on which we have performed our work. to verify that Appointment of the Statutory Auditors We were appointed as statutory auditors of Carrefour S.A. by the Shareholders’ Meetings held on April 15, 2003 for Deloitte & Associés, and on June 21, 2011 for Mazars. As at December 31, 2023, Deloitte & Associés, and Mazars were in the 21st year and 13th year of total uninterrupted engagement. Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements for is responsible the preparation and the consolidated ﬁnancial statements fair Management in presentation of accordance with International Financial Reporting Standards as adopted by the European Union, and for such internal control as management determines is necessary to enable the preparation of consolidated ﬁnancial statements that are free from material misstatement, whether due to fraud or error. 1 2 3 4 5 6 7 8 9 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 423 6 CONSOLIDATED FINANCIAL STATEMENTS AS OF DECEMBER 31, 2023 Statutory Auditors’ report on the consolidated financial statements In preparing the consolidated ﬁnancial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless it is expected to liquidate the Company or to cease operations. The Audit Committee is responsible for monitoring the ﬁnancial reporting process and the effectiveness of internal control and risks management systems and where applicable, its internal audit, reporting procedures. the accounting and ﬁnancial regarding The consolidated ﬁnancial statements were approved by the Board of Directors Statutory Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements Objectives and audit approach Our role is to issue a report on the consolidated ﬁnancial statements. Our objective is to obtain reasonable assurance about whether the consolidated ﬁnancial statements as a whole are free from material misstatement. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with professional standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to inﬂuence the economic decisions of users taken on the basis of these consolidated ﬁnancial statements. As speciﬁed in Article L. 821‑55 of the French Commercial Code (code de commerce), our statutory audit does not include assurance on the viability of the Company or the quality of management of the affairs of the Company. As part of an audit conducted in accordance with professional standards applicable in France, the statutory auditor exercises professional judgment throughout the audit and furthermore: ■ Identifies and assesses the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, designs and performs audit procedures responsive to those risks, and obtains audit evidence considered to be sufficient and appropriate to provide a basis for his opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud intentional omissions, may misrepresentations, or the override of internal control; involve collusion, forgery, ■ Obtains an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal control. ■ ■ ■ ■ Evaluates the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management in the consolidated financial statements. Assesses the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. This assessment is based on the audit evidence obtained up to the date of his audit report. However, future events or conditions may cause the Company to cease to continue as a going concern. If the statutory auditor concludes that a material uncertainty exists, there is a requirement to draw attention in the audit report to the related disclosures in the consolidated financial statements or, if such disclosures are not provided or inadequate, to modify the opinion expressed therein. Evaluates the overall presentation of the consolidated financial statements and assesses whether these statements represent the underlying transactions and events in a manner that achieves fair presentation. Obtains sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. The statutory auditor is responsible for the direction, supervision and performance of the audit of the consolidated the opinion expressed on these consolidated financial statements. financial statements and for Report to the Audit Committee We submit to the Audit Committee a report which includes in particular a description of the scope of the audit and the audit program implemented, as well as the results of our audit. We also report, if any, signiﬁcant deﬁciencies in internal control regarding the accounting and ﬁnancial reporting procedures that we have identiﬁed. Our report to the Audit Committee includes the risks of material misstatement that, in our professional judgment, were of most signiﬁcance in the audit of the consolidated ﬁnancial statements of the current period and which are therefore the key audit matters, that we are required to describe in this audit report. We also provide the Audit Committee with the declaration provided for in Article 6 of Regulation (EU) N° 537/2014, conﬁrming our independence within the meaning of the rules applicable in France such as they are set in particular by Articles L.821‑27 to L.821‑34 of the French Commercial Code (code de commerce) and in the French Code of Ethics (code de déontologie) for statutory auditors. Where appropriate, we discuss with the Audit Committee the risks that may reasonably be thought to bear on our independence, and the related safeguards. Courbevoie and Paris‑La Défense, March 4, 2024 The Statutory Auditors French original signed by Mazars Deloitte & Associés Jérôme de PASTORS Marc BIASIBETTI Bertrand BOISSELIER Olivier BROISSAND 424 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com 7 CARREFOUR SA FINANCIAL STATEMENTS AS OF DECEMBER 31, 2023 7.1 Income statement 426 7.4 Notes to the Company financial 7.2 Balance sheet 7.3 Statement of cash flows 427 428 statements 7.5 Statutory Auditors' report on the financial statements 429 448 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 425 7 CARREFOUR SA FINANCIAL STATEMENTS AS OF DECEMBER 31, 2023 Income statement 7.1 Income statement (in millions of euros) Note Reversals of impairment and provisions, and transferred charges Other income Total operating income Other purchases and external charges Wages and salaries, payroll taxes Depreciation, amortisation, impairment and provisions Taxes other than on income, other operating expenses Total operating expenses Operating loss Income from shares in subsidiaries and affiliates Interest receivable and related income Reversals of impairment and provisions Total ﬁnancial income Impairment and provision expense Interest and other ﬁnancial expenses Total ﬁnancial expenses Financial income, net Recurring income before tax, net Reversals of impairment and provisions Depreciation, amortisation, impairment and provisions Other non‑recurring income and expenses Non‑recurring income, net Employee proﬁt‑sharing Income tax NET INCOME 8. 9. 2023 9 182 191 (231) (32) (9) (1) (273) (81) 1346 139 105 1,590 (98) (177) (275) 1,314 1,233 15 - (11) 4 - 546 1,783 2022 7 148 155 (204) (28) (9) (3) (244) (89) 1,325 18 280 1,623 (1,602) (114) (1,716) (93) (182) 14 - 16 30 - 375 223 426 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com CARREFOUR SA FINANCIAL STATEMENTS AS OF DECEMBER 31, 2023 Balance sheet 7.2 Balance sheet ASSETS (in millions of euros) Intangible assets Property and equipment Financial investments Fixed assets Accounts receivable Cash and marketable securities Current assets Prepayments and deferred charges TOTAL ASSETS LIABILITIES (in millions of euros) Share capital Issue and merger premiums Legal reserve Regulated reserves Other reserves Retained earnings Net income for the year Tax‑driven provisions Shareholders’ equity Provision for contingencies and charges Bonds and notes Bank borrowings Miscellaneous ﬁnancial liabilities Financial liabilities Trade payables Accrued taxes and payroll costs Operating liabilities Other miscellaneous liabilities Miscellaneous liabilities TOTAL EQUITY AND LIABILITIES 1 2 3 4 5 6 7 8 9 December 31, 2023 Amortisation, depreciation and impairment Note Gross 4.2 4.2 4.1 10.1 5.2 10.1 19 2 37,591 37,612 2,798 99 2,897 106 (19) (2) (9,097) (9,117) (0) (18) (18) - December 31, 2022 Net 0 0 28,494 28,494 2,798 80 2,878 106 Net 0 0 28,339 28,339 2,064 185 2,249 159 40,615 (9,136) 31,479 30,747 Note December 31, 2023 December 31, 2022 7.1 7.2 7.3 7.3 7.3 7.3 7.3 7.3 6 5.1 10.2 10.2 1,772 15,493 204 378 39 2,543 1,783 - 1,855 16,017 204 378 39 2,725 223 - 22,212 21,441 202 7,594 122 0 7,716 11 311 322 1,027 1,027 115 7,323 490 0 7,813 10 254 264 1,114 1,114 31,479 30,747 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 427 7 CARREFOUR SA FINANCIAL STATEMENTS AS OF DECEMBER 31, 2023 Statement of cash flows 7.3 Statement of cash flows (in millions of euros) Net income Depreciation and amortisation Provisions and impairment of ﬁnancial assets, net of reversals Other changes Cash ﬂow from operations Change in other receivables and payables Net cash from operating activities Acquisitions of shares in subsidiaries and affiliates Disposals of shares in subsidiaries and affiliates Change in other ﬁnancial investments (1) Other cash ﬂows from investing activities (2) Net cash from (used in) investing activities Dividends paid Share capital reduction/increase Net change in debt Change in intra‑group receivables and payables Net cash used in ﬁnancing activities Net change in cash and cash equivalents Cash and cash equivalents at the beginning of the year (1) Cash and cash equivalents at the end of the year (1) Net change in cash and cash equivalents (1) (2) Excluding treasury shares (in the process of being cancelled recorded in assets, under financial investments). Excluding treasury shares (recorded in assets, under marketable securities). 2023 1,783 1 (24) 40 1,800 (215) 1,586 (30) 151 - - 121 (405) (725) (97) (480) (1,707) 0 0 0 - 2022 223 1 1,309 (63) 1,470 (94) 1,376 (45) 2 (6) - (48) (380) (655) 1,900 (2,193) (1,328) 0 0 0 - 428 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com CARREFOUR SA FINANCIAL STATEMENTS AS OF DECEMBER 31, 2023 Notes to the Company financial statements 7.4 Notes to the Company financial statements NOTE 1 DESCRIPTION OF THE COMPANY NOTE 2 SIGNIFICANT EVENTS OF THE YEAR NOTE 3 ACCOUNTING PRINCIPLES NOTE 4 FIXED ASSETS NOTE 5 FINANCING AND RISK MANAGEMENT NOTE 6 PROVISIONS AND IMPAIRMENT NOTE 7 SHAREHOLDERS’ EQUITY NOTE 8 FINANCIAL INCOME, NET NOTE 9 INCOME TAX NOTE 10 OTHER INFORMATION NOTE 11 SUBSEQUENT EVENTS NOTE 12 SUBSIDIARIES AND AFFILIATES 430 430 431 431 434 438 441 442 443 444 446 446 1 2 3 4 5 6 7 8 9 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 429 7 CARREFOUR SA FINANCIAL STATEMENTS AS OF DECEMBER 31, 2023 Notes to the Company financial statements NOTE 1 DESCRIPTION OF THE COMPANY Carrefour SA is the parent company of the Carrefour group. the parent company and the major French subsidiaries. It acts as a holding company through investments conferring direct or indirect control over Group entities. Carrefour SA is the head of a tax consolidation group comprising It also conducts an external ﬁnancing policy on behalf of the Group on the banking and capital markets, designed to maintain an appropriate level of liquidity and meet its commitments and investment requirements. NOTE 2 SIGNIFICANT EVENTS OF THE YEAR 2.1 Capital increase following the employee share ownership programme On March 1, 2023, the Carrefour group launched Carrefour Invest, an international employee share ownership plan. As part of the offer, beneﬁciaries subscribed to Carrefour shares either directly or through a Company mutual fund (FCPE), depending on the option chosen and/or their country of residence. The operation resulted in a Carrefour SA capital increase of including 75 million euros (4,713,735 new ordinary shares), 12 million euros issue in in capital and 63 million euros premiums. 2.2 Share buyback programmes As part of its share capital allocation policy, the Company commissioned several investment services providers to buy back shares corresponding to a maximum amount of 800 million euros, as authorised by the Shareholders’ Meetings of June 3, 2022 and May 26, 2023: 2.3 Capital reductions Following the share buybacks under the above‑mentioned buyback programme, Carrefour SA carried out two capital reductions by cancelling the shares bought back: ■ ■ initial capital an cancellation of 26,887,362 shares; reduction in July 2023 involving the a second capital reduction in October 2023 involving the cancellation of 11,193,018 shares. Following cancellation of these shares, the share capital was reduced by 95.2 million euros and premiums were reduced by has 586.8 million 708,790,816 shares consequently, 17,609,525 treasury shares, representing approximately 2.5% of the share capital. Carrefour SA outstanding therefore euros. and, 2.4 Financing transactions In 2023, Carrefour SA carried out two Sustainability‑Linked Bond issues: ■ ■ ■ ■ the first tranche of the share buyback programme began on February 27, 2023 and ended on March 31, 2023, with 11,099,084 shares acquired at an average price of 18.02 euros per share for a total amount of 200 million euros. ■ ■ a second tranche of the share buyback programme began on 2023, with ended on May 2, 11,687,580 shares acquired at an average price of 17.11 euros per share for a total amount of 200 million euros. July 21, 2023 and a third tranche of the share buyback programme began on August 1, 2023 and ended on September 12, 2023, with 11,370,337 shares acquired at an average price of 17.59 euros per share for a total amount of 200 million euros. a fourth and final tranche of the share buyback programme began on October 2, 2023 and ended on November 30, 2023, with 12,040,843 shares acquired at an average price of 16.61 euros per share for a total amount of 200 million euros. a 500 million euro issue on May 2, 2023, maturing in seven and a half years (due in October 2030) and paying a coupon of 3.75%; a 750 million euro issue on November 7, 2023, maturing in eight years (due in November 2031) and paying a coupon of 4.375%. In addition, on June 12, 2023, Carrefour SA redeemed 500 million euros’ worth of 0.88% ﬁve‑year bonds. On June 14, 2023, Carrefour SA subsequently redeemed 500 million dollars’ worth of convertible, non‑dilutive 0% six‑year bonds. 430 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com CARREFOUR SA FINANCIAL STATEMENTS AS OF DECEMBER 31, 2023 Notes to the Company financial statements NOTE 3 ACCOUNTING PRINCIPLES 3.1 Basis of preparation 3.2 Foreign currency translation Income and expenses recorded translated at the exchange rate in force on the transaction date. in foreign currencies are Receivables and payables denominated in foreign currency are recorded in the balance sheet at the closing exchange rate. The difference arising from the application of the year‑end rate is recorded in the balance sheet under “Prepayments and deferred charges” or “Accruals and deferred revenue”. A provision is set aside for the extent of unrealised losses at the reporting date. The ﬁnancial statements of the Company have been prepared and are presented in accordance with the principles and policies deﬁned in Autorité des normes comptables (ANC) Regulation 2014‑03, approved by government order of September 8, 2014 and amended by all subsequently published Regulations. The Carrefour SA ﬁnancial statements are presented in millions of euros, rounded to the nearest million. As a result, there may be rounding differences between the amounts reported in the various statements. Assets and liabilities are measured according to the historical cost convention. There were no changes methods in 2023 compared with the previous year. in measurement or presentation The preparation of ﬁnancial statements involves the use of management estimates and assumptions that may affect the reported amounts of certain assets, liabilities, income and expenses. Due to the uncertainty inherent in any measurement process, amounts reported in future ﬁnancial statements may differ from the currently estimated values. NOTE 4 FIXED ASSETS 4.1 Financial investments 4.1.1 Accounting treatment and measurement Value in use is estimated based on a range of criteria including: Financial investments consist of shares in subsidiaries and affiliates (including any allocated merger deﬁcits), loans and advances to subsidiaries and affiliates and other ﬁnancial assets. Shares in subsidiaries and affiliates are stated at cost. ■ ■ ■ At January 1, 2016, on the ﬁrst‑time application of ANC Regulation 2015‑06, merger deﬁcits resulting mainly from the merger of Carrefour‑Promodès in 2000 were allocated to the investments in Carrefour France, Norﬁn Holder, Caparbel, Carrefour Nederland BV and Hyparlo based on the respective unrealised gains as at that date. Shares in subsidiaries and affiliates are tested for impairment at each year‑end to conﬁrm that their net carrying amount (including the net carrying amount of any allocated merger deﬁcits) does not exceed their value in use. the Company’s interest in the investee’s net assets; projected future cash flows from the investment; a fair value measurement of the net assets based on reasonable business projections or observable data if they exist (multiples of net sales and/or income statement aggregates for recent transactions, offers received from buyers, stock market multiples for comparable companies) or based on analyses performed by internal or external experts, adjusted where applicable for net debt. An impairment loss is recorded when the net carrying amount (including, where applicable, the net carrying amount of any allocated merger deﬁcit) exceeds value in use. Impairment losses are recorded in net ﬁnancial expense, along with amounts written off on disposal of the interests concerned. Gains and losses on disposal of shares in subsidiaries and affiliates are recorded in non‑recurring income or expenses. UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 431 1 2 3 4 5 6 7 8 9 7 CARREFOUR SA FINANCIAL STATEMENTS AS OF DECEMBER 31, 2023 Notes to the Company financial statements 4.1.2 Changes in ownership interests over the year (in millions of euros) Shares in subsidiaries and affiliates Deﬁcits allocated to shares in subsidiaries and affiliates Other ﬁnancial (3) assets Financial assets, net in 2023 Financial assets, net in 2022 Gross amount at January 1 26,086 11,407 Capital increases and acquisitions Capital reductions and disposals/ liquidations (1) Gross amount at December 31 (A) Impairment at January 1 Increases (2) Reversals (2) Accumulated impairment at December 31 (B) NET TOTAL (A) - (B) 30 (151) 25,965 (2,885) (1) 64 (2,821) 23,144 11,407 (6,276) (6,276) 5,131 6 800 (587) 218 0 0 218 37,499 830 (738) 37,591 (9,160) (1) 64 (9,097) 28,494 37,451 50 (2) 37,499 (7,870) (1,569) 279 (9,160) 28,339 (1) (2) (3) The “Capital reductions & disposals” line under investments corresponds mainly to the €150 million reduction in the capital of the Belgian entity Caparbel. Reversals of impairments of shares in subsidiaries and affiliates for 2023 mainly concerned Italy and the French entity Guyenne & Gascogne. Details of allocated shares in subsidiaries and deficits are presented in Note 12. Other financial assets mainly comprise treasury shares acquired with a view to their future cancellation. At December 31, 2023, this item includes 12,802,839 treasury shares in the process of being cancelled for a total of €213 million. 4.1.3 Carrefour France SAS 4.2 Tangible and intangible fixed assets At December 31, 2023, the net carrying amount of the shares in Carrefour France SAS including the allocated merger deﬁcit amounted to 5,224 million euros. The tests performed as at December 31, 2023 on the deﬁcit allocated to the Carrefour France shares did not indicate the need to recognise an additional impairment loss or a reversal of impairment recognised in 2017 and 2022. Value in use is estimated based on the sum of discounted future cash ﬂows for a period of four years, plus a terminal value calculated by projecting data for the ﬁnal year using a perpetuity growth rate. A speciﬁc discount rate by country is used for the calculation. Future cash ﬂows used in the impairment tests were estimated based on ﬁnancial projections prepared by country‑level Executive Management teams and approved by the Group’s Executive Management. The main ﬁnancial assumptions used for the purposes of discounting Carrefour France SAS’s future cash ﬂows were a post‑tax discount rate of 7% (6.3% in 2022), and a perpetuity growth rate of 1.6% (1.6% also in 2022). Tangible ﬁxed assets are stated at cost, corresponding to the purchase price and ancillary expenses. Intangible ﬁxed assets are mainly composed of software, stated at acquisition cost. Intangible ﬁxed assets are amortised and tangible ﬁxed assets are depreciated over their estimated useful lives, as follows: software: 3 to 8 years; computer equipment: 3 years; building fixtures and fittings: 8 years; other: 3 to 10 years. ■ ■ ■ ■ If the net carrying amount of a tangible or intangible ﬁxed asset is not expected to be recovered through the future economic beneﬁts generated by the asset, an impairment loss is recognised for the difference between its carrying amount and the higher of value in use and fair value. 432 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com CARREFOUR SA FINANCIAL STATEMENTS AS OF DECEMBER 31, 2023 Notes to the Company financial statements Movements in tangible and intangible ﬁxed assets in 2023 were as follows: (in millions of euros) Gross amount at January 1 Acquisitions Disposals and scrap Gross amount at December 31 (A) Depreciation, amortisation and impairment at January 1 Depreciation/amortisation for the year Disposals and scrap Depreciation, amortisation and impairment at December 31 (B) NET TOTAL (A) - (B) Intangible ﬁxed assets Tangible ﬁxed assets Total in 2023 Total in 2022 19 - - 19 (18) (1) (19) 0 2 - - 2 21 - - 21 21 - - 21 (2) (20) (20) (1) - (1) - (2) 0 (21) (21) 0 1 1 2 3 4 5 6 7 8 9 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 433 7 CARREFOUR SA FINANCIAL STATEMENTS AS OF DECEMBER 31, 2023 Notes to the Company financial statements NOTE 5 FINANCING AND RISK MANAGEMENT 5.1 Borrowings At December 31, 2023, borrowings broke down as follows: December 31, 2023 December 31, 2022 (in millions of euros) Bonds and notes Accrued interest Commercial paper Due within 1 year Due in 1 to 5 years Due beyond 5 years 1,202 41 122 4,350 - 2,000 FINANCIAL LIABILITIES 1,366 4,350 2,000 Total 7,552 41 122 7716 Total 7,288 35 490 7,813 Changes in bonds and notes in 2023 are set out below: (in millions of euros) Non‑dilutive convertible bonds, USD 500 million, 6 years, 0% EMTN, EUR, 8 years, 0.750% EMTN, EUR, 10 years, 1.25% Non‑dilutive convertible bonds, USD, 6 years, 0% EMTN, EUR, 5 years, 0.88% EMTN, EUR, 7.5 years, 1.75% EMTN, EUR, 8 years, 1.00% EMTN, EUR, 7 years, 2.625% EMTN, EUR, 4 years, 1.875% EMTN, EUR, 7 years, 2.375% EMTN, EUR, 6 years, 4.125% EMTN, EUR, 6 years, 4.125% EMTN, EUR, 7 years, 3.75% EMTN, EUR, 8 years, 4.375% Total bonds and notes December 31, 2022 Issues Repayments Translation adjustments December 31, 2023 (469) (2) (500) (1) (16) 469 750 750 469 500 500 500 1,000 750 750 500 350 500 (3) (3) 750 - 750 750 452 - 500 500 1,000 750 750 500 350 500 750 7,288 1,250 (3) (969) (16) 7,552 (1) (2) (3) On June 12, 2023, the Group redeemed 500 million euros’ worth of 0.88% five‑year bonds. On June 14, 2023, the Group redeemed 500 million US dollars’ worth of convertible, non‑dilutive 0% six‑year bonds. Two bond issues were carried out in 2023, the first on May 2, 2023 for a total of 500 million euros, the second on November 7, 2023 for an amount of 750 million euros. 434 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com CARREFOUR SA FINANCIAL STATEMENTS AS OF DECEMBER 31, 2023 Notes to the Company financial statements 5.2 Cash and marketable securities (in millions of euros) Treasury shares allocated to speciﬁc plans (1) Available treasury shares (2) Cash and cash equivalents (3) CASH AND MARKETABLE SECURITIES Cash and marketable securities comprise: December 31, 2023 Gross Impairment 40 58 0 99 (18) (18) December 31, 2022 Net 33 152 0 185 Net 40 40 0 80 (1) (2) (3) Carrefour shares designated as being held for allocation to employees under stock option and performance share plans. They are stated at cost (or at their net carrying amount at the reclassification date if they are reclassified from “Available treasury shares” to “Treasury shares allocated to specific plans”). They are not written down to market value because they are intended to be allocated to employees and a provision is recorded in liabilities as explained below in Note 6.1. Carrefour shares available for allocation to employees or to stabilise the share price. These shares are stated at the lower of cost and market value, corresponding to the most recent share price. Cash at bank. The Company’s treasury shares recognised within “Cash and cash equivalents” as “Available treasury shares” were not initially allocated to speciﬁc plans and were written down if their carrying amount exceeded the most recent share price. At the end of 2023, the Company decided to use treasury shares for the 2021 free share plan, which is expected to be delivered in February 2024. The treasury shares earmarked for the plan have therefore been reclassiﬁed from “Available treasury shares” to “Treasury shares allocated to speciﬁc plans” for their net carrying amount at the reclassiﬁcation date (the previously recognised impairment cannot be reversed), corresponding to 40.2 million euros (gross amount of 59.3 million euros and previously recognised impairment of 19.1 million euros). A provision for contingencies and charges in the amount of 40.2 million euros was recorded at December 31, 2023 in respect of the share delivery expected in February 2024, offset by the recognition of accrued income of 31.6 million euros corresponding to the amount to be rebilled to subsidiaries in respect of the shares that will be delivered to their employees. At December 31, 2023, cash and marketable securities comprise 4,806,686 Carrefour shares, of which 2,426,100 shares have been allocated to speciﬁc plans and 2,380,586 shares are available, for a gross amount of 98 million euros. (in millions of euros) Number of shares Gross value Impair- ment Net value Number of shares Gross value Impair- ment Net value Available treasury shares Treasury shares allocated to speciﬁc plans Amount at January 1, 2023 9,439,365 216 (64) 152 2,105,505 Reclassiﬁcation to treasury shares allocated to speciﬁc plans (2,426,100) (63) 23 (40) 2,426,100 - 33 40 (32) (2,046,409) 52,696 1 1 (52,696) (1) Delivery of shares under the 2020 LTI plan Reclassiﬁcation to available treasury shares Delivery of treasury shares to heirs of deceased beneﬁciaries under the 2020 and 2021 LTI plans Reclassiﬁcation of treasury shares (4,685,375) (95) Net charge to/reversal of impairment of available treasury shares AMOUNT AT DECEMBER 31, 2023 2,380,586 58 23 (18) (6,400) (0) (95) 23 40 2,426,100 40 - 40 33 40 (32) (1) (0) Carrefour shares held at December 31, 2023 and allocated to speciﬁc plans are measured based on the latest known quoted price, i.e., 16.57 euros. 1 2 3 4 5 6 7 8 9 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 435 7 CARREFOUR SA FINANCIAL STATEMENTS AS OF DECEMBER 31, 2023 Notes to the Company financial statements Movements in treasury shares classiﬁed as marketable securities in 2023 were as follows: Number of shares 11,544,870 (2,052,809) (4,685,375) (in millions of euros) Amount at December 31, 2022 Delivery of performance shares allocated to speciﬁc plans Cancellation of treasury shares Reclassiﬁcation of available treasury shares to treasury shares allocated to speciﬁc plans Reversals of provisions for performance shares allocated to speciﬁc plans Additions to provisions for performance shares allocated to speciﬁc plans Impairment of shares not yet allocated to speciﬁc plans Gross value of marketable securities Impairment of marketable securities Net value of marketable securities Provisions for performance share plans 249 (32) (95) (23) (64) 23 23 (18) 185 (32) (95) 23 80 (33) 33 (40) (40) AMOUNT AT DECEMBER 31, 2023 4,806,686 98 5.3 Liquidity 5.3.1 Credit facilities 5.3.2 Financing programmes At December 31, 2023, the Group had two undrawn syndicated lines of credit obtained from a pool of leading banks, for a total of 3.9 billion euros. As a reminder, in May 2022, Carrefour exercised its option to extend its two credit facilities totalling 3.9 billion euros, from June 2025 to June 2026. This option has been applied to more than 99% of the Group’s banking facilities. Group policy consists of keeping these facilities on stand‑by to support the commercial paper programme. The loan agreements for the syndicated lines of credit include the usual commitment clauses, including pari passu, negative pledge, change of control and cross‑default clauses and a clause restricting substantial sales of assets. The pricing grid may be adjusted up or down to reﬂect changes in the long‑term credit rating. Carrefour has 12 billion euros of available ﬁnancing through its Euro Medium Term Notes (EMTN) programme, aimed at maintaining a presence in the debt market through regular debt issuance, mainly in euros, in order to create a balanced maturity proﬁle. During 2023, Carrefour SA carried out two Sustainability‑Linked Bond issues: ■ ■ a 500 million euro issue on May 2, 2023, maturing in seven and a half years (due in October 2030) and paying a coupon of 3.75%; a 750 million euro issue on November 7, 2023, maturing in eight years (due in November 2031) and paying a coupon of 4.375%. These bonds were issued as part of a ﬁnancing strategy aligned with the Group’s CSR objectives and ambitions as well as the Sustainability‑Linked Bond Framework of its Euro Medium‑Term Notes (EMTN) programme published in June 2021, whose CSR component was revised and enhanced in May 2022. 436 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com CARREFOUR SA FINANCIAL STATEMENTS AS OF DECEMBER 31, 2023 Notes to the Company financial statements On June 12, 2023, Carrefour SA redeemed 500 million euros’ worth of 0.88% ﬁve‑year bonds. On June 14, 2023, Carrefour SA subsequently redeemed 500 million dollars’ worth of convertible, non‑dilutive 0% six‑year bonds. Carrefour also has a 5 billion euro commercial paper programme described in a prospectus ﬁled with the Banque de France. These transactions guarantee the Carrefour group’s liquidity over in an unstable economic the short- and medium‑term environment, and are part of the strategy to ensure the necessary ﬁnancing is in place to meet Carrefour’s needs. The average maturity of Carrefour SA’s bond debt was 3.8 years at end‑December 2023, at end‑December 2022. compared 3.6 years with 5.4 Risk hedging 5.4.1 Interest rate risk Interest rate risk is the risk of a change in interest rates leading to an increase in the Group’s net borrowing costs. Interest rate hedging is managed by Corporate Treasury and Financing. The hedging strategy and methods used to limit interest rate exposures and optimise borrowing costs are updated on a monthly basis. Long‑term borrowings are generally at ﬁxed rates of interest and do not therefore give rise to any exposure to rising interest rates. Financial instruments are nonetheless used to hedge borrowings against the risk of changes in interest rates. Interest rate hedging instruments are used mainly to limit the effects of changes in exchange rates on the Company’s variable‑rate borrowings. These are mainly basic swaps and options. Details of derivative instruments outstanding and their carrying amounts are presented in Note 10. 5.4.2 Currency risk Currency risk is the risk of an unfavourable change in exchange rates having an adverse effect on cash ﬂows from transactions denominated in foreign currency. As a holding company, Carrefour is exposed to currency risk on speciﬁc transactions (capital increases or dividend payments) with certain foreign subsidiaries whose functional currency is not the euro. Currency risk on these transactions can in certain cases be hedged by forward currency purchases. On June 7, 2017, Carrefour issued 500 million US dollars’ worth of six‑year cash‑settled convertible bonds in June 2023) to institutional investors. A EUR/USD cross‑currency swap for 500 million US dollars with the same maturity was arranged in parallel to the bond issue in 2017. On June 14, 2023, the Group redeemed this non‑dilutive convertible bond and unwound the associated swap. (maturing On March 22, 2018, Carrefour issued another 500 million US dollars’ worth of six‑year cash‑settled convertible bonds (maturing in March 2024). As for the 2017 bond issue, two EUR/ USD cross‑currency swaps for 250 million US dollars with the same maturity were arranged in parallel to the bond issue. This operation, for which a EUR/USD cross currency swap was arranged in euros, provides the Company with the equivalent of standard euro‑denominated bond ﬁnancing. 5.4.3 Equity risk Company policy is to avoid taking positions on its own shares or those of other companies, except in response to particular circumstances or needs. The Company regularly buys back its shares on the market or purchases call options on its shares. The shares are mainly used to cover stock option and performance share plans, or with a view to cancelling them subsequently. risk associated with the conversion options The equity embedded in the bonds issued by Carrefour SA in March 2018 is fully hedged by symmetrical options contracted with banks. 1 2 3 4 5 6 7 8 9 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 437 7 CARREFOUR SA FINANCIAL STATEMENTS AS OF DECEMBER 31, 2023 Notes to the Company financial statements NOTE 6 PROVISIONS AND IMPAIRMENT A provision is recorded when (i) the Company has an obligation towards a third party, (ii) the amount of the obligation can be reliably estimated, (iii) it is probable that an outﬂow of resources will be necessary to settle the obligation and (iv) no equivalent economic beneﬁt is expected to be received in return. (in millions of euros) Obligations to deliver shares Pension obligations Provisions for shares in subsidiaries and affiliates (1) Disputes and miscellaneous risks Provision for contingencies and charges On ﬁnancial assets On accounts receivable On other items (marketable securities) Impairment TOTAL PROVISIONS AND IMPAIRMENT December 31, 2022 Increases Used Surplus Other movements December 31, 2023 Reversals 33 0 38 44 115 9,160 17 64 9,240 9,355 40 (33) 0 97 9 146 1 0 1 147 (11) (44) (64) (64) (108) (15) (15) 0 (17) (23) (39) (54) (23) (23) (23) 40 0 135 27 202 9,097 0 18 9,115 9,317 (1) Impairment losses were recognised during the year to cover losses incurred by subsidiaries. 6.1 Provisions for share plans receive equity‑settled Certain Carrefour group employees share‑based payments in the form of performance share and stock option plans. Plans settled by issuing new shares The Company does not set aside a provision for these plans, in accordance with Article 624‑6 of the French General Chart of Accounts (Plan comptable général). Performance share and stock option plans settled in existing shares At the grant date, the Company does not recognise any expense in payroll costs in respect of performance shares and stock options, but on delivery of the performance shares or exercise of the stock options. A provision is recognised when (i) the Company decides to set up a stock option or performance share plan, (ii) the Company has an obligation to deliver existing shares to grantees and (iii) it is probable or certain that an outﬂow of resources will be necessary to settle the obligation without any equivalent economic beneﬁt being received in return. When the vesting of performance shares or stock options is explicitly subject to a service condition requiring continued presence at Carrefour for a speciﬁed future period, the provision is recognised on a straight‑line basis over the vesting period. 2020 Plan On February 26, 2020, based on the Compensation Committee’s recommendation, the Board of Directors decided to use the authorisation given in the Extraordinary Shareholders’ Meeting held on June 14, 2019 to grant new or existing performance shares. The plan provided for the grant of a maximum of 2,300,000 shares the Executive Officer), representing 0.28% of the share capital. (excluding granted shares to The vesting period is three years from the date of the Board of Directors’ meeting at which the rights were granted. The number of shares that vest will depend on the achievement of four performance conditions: two conditions linked to financial performance (recurring operating income growth for 25% and net free cash flow growth for 25%); a condition linked to an external performance criterion (TSR), benchmarking the Carrefour SA share price against a panel of companies in the retail sector (for 25%); a CSR‑related condition for 25%. ■ ■ ■ In February 2023, 2,046,409 treasury shares were delivered under this plan, and the provision of (33) million euros was reversed against an expense of the same amount. 438 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com CARREFOUR SA FINANCIAL STATEMENTS AS OF DECEMBER 31, 2023 Notes to the Company financial statements 2021 Plan On February 17, 2021, based on the Compensation Committee’s recommendation, the Board of Directors decided to use the authorisation given in the Extraordinary Shareholders’ Meeting held on June 14, 2019 to grant new or existing performance shares. The plan provided for the grant of a maximum of 2,664,670 shares the Executive Officer (representing 0.33% of the share capital). The shares will vest subject to a service condition and several performance conditions. excluding granted shares to The vesting period is three years from the date of the Board of Directors’ meeting at which the rights were granted. The number of shares that vest will depend on the achievement of four performance conditions: two conditions linked to financial performance (recurring operating income growth for 25% and net free cash flow growth for 25%); a condition linked to an external performance criterion (TSR), benchmarking the Carrefour SA share price against a panel of companies in the retail sector (for 25%); a CSR‑related condition for 25%. ■ ■ ■ As the decision to deliver the 2021 plan with treasury shares was taken in 2023, a provision of (40) million euros was recognised during the year to cover the outﬂow of resources without consideration. 2022 Plan On February 16, 2022, based on the Compensation Committee’s recommendation, the Board of Directors decided to use the authorisation given in the Extraordinary Shareholders’ Meeting held on May 21, 2021 to grant new or existing performance shares. The plan provided for the grant of a maximum of 3,104,000 shares excluding shares granted the Executive Officer (representing 0.4% of the share capital). The shares will vest subject to a service condition and several performance conditions. The vesting period is three years from the date of the Board of Directors’ meeting at which the rights were granted. The number of shares that vest will depend on the achievement of four performance conditions: two conditions linked to financial performance (recurring operating income growth for 25% and net free cash flow growth for 25%); a condition linked to an external performance criterion (TSR), benchmarking the Carrefour SA share price against a panel of companies in the retail sector (for 25%); a CSR‑related condition for 25%. ■ ■ ■ No decision has yet been taken on how this plan will be delivered (existing shares or issue of new shares). 2023 Plan On February 14, 2023, based on the Compensation Committee’s recommendation, the Board of Directors decided to use the authorisation given in the Extraordinary Shareholders’ Meeting held on May 21, 2021 to grant new or existing performance shares. The plan provided for the grant of a maximum of 2,833,260 shares excluding shares granted the Executive Officer (representing 0.4% of the share capital). The shares will vest subject to a service condition and several performance conditions. The vesting period is three years from the date of the Board of Directors’ meeting at which the rights were granted. The number of shares that vest will depend on the achievement of four performance conditions: two conditions linked to financial performance (recurring operating income growth for 25% and net free cash flow growth for 25%); a condition linked to an external performance criterion (TSR), benchmarking the Carrefour SA share price against a panel of companies in the retail sector (for 25%); a CSR‑related condition for 25%. ■ ■ ■ No decision has yet been taken on how this plan will be delivered (existing shares or issue of new shares). Characteristics The main characteristics of the three performance share plans outstanding are presented below. 2021 Plan 2022 Plan 2023 Plan Shareholders’ Meeting date June 14, 2019 May 21, 2021 May 21, 2021 Grant date (1) Vesting date (2) February 17, 2021 February 16, 2022 February 14, 2023 February 17, 2024 February 16, 2025 February 14, 2026 Total number of shares approved at the grant date 3,000,000 3,104,000 2,833,260 Number of grantees at the grant date Fair value of each share (in euros) (3) 691 11.85 809 14.21 680 13.23 (1) (2) (3) Notification date (i.e., date on which grantees were notified of the plans’ characteristics and terms). The shares will vest subject to a service condition and several performance conditions. The Carrefour share price on the grant date (reference price) adjusted for dividends expected during the vesting period and the expected achievement of market performance criteria. 1 2 3 4 5 6 7 8 9 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 439 7 CARREFOUR SA FINANCIAL STATEMENTS AS OF DECEMBER 31, 2023 Notes to the Company financial statements Changes in the year Movements in shares under these plans were as follows in 2023: Number of performance shares granted at January 1 Shares granted during the year Shares delivered to grantees during the year (1) Shares cancelled during the year (2) NUMBER OF PERFORMANCE SHARES GRANTED AT DECEMBER 31 2023 7,716,270 2,833,260 2022 7,907,569 3,104,000 (2,052,809) (2,598,044) (578,454) 7,918,267 (697,255) 7,716,270 (1) (2) Of which 2,046,409 shares were delivered to heirs of employees under the 2020 plan, and 6,400 under the ongoing 2021 and 2022 Performance Plans. In 2023, 59,119 shares were cancelled under the 2020 plan, 233,500 under the 2021 plan, 218,375 under the 2022 plan and 67,460 under the 2023 plan. 6.2 Provisions for pension benefit obligations Pension beneﬁt obligations corresponding to amounts payable to employees on retirement are measured using the projected unit credit method. The main actuarial assumptions used to measure the obligations are described below. The assumptions used to calculate the provision are as follows: 6.2.1 Termination benefit obligations Company employees in France are legally entitled to a lump‑sum payment on retirement, with all rights vested to the persons concerned expensed during the year they are incurred. Assumptions December 31, 2023 December 31, 2022 Rate of future salary increases Payroll tax rate Discount rate Mortality table Staff turnover rate (based on seniority): 0 to 5 years’ seniority 6 to 10 years’ seniority 11 to 15 years’ seniority 16 to 20 years’ seniority 21 to 25 years’ seniority More than 26 years’ seniority 3% 36% 3.20% 3% 36% 3.80% TH 2017‑2019/TF 2017‑2019 TH 2017‑2019/TF 2017‑2019 Before age 55, average of the actual turnover rates for headquarters staff over the period 2021‑2023; beyond age 55, the turnover rate is nil Before age 55, average of the actual turnover rates for headquarters staff over the period 2020‑2022; beyond age 55, the turnover rate is nil Executives: 10.22%, Managers: 10.99%, Supervisors: 3.86%, employees: 7.09% Executives: 7.30%, Executives: 6.81%, Supervisors: 0.89%, employees: 3.88% Executives: 3.08%, Managers: 3.4%, Supervisors: 0.93%, employees: 6.19% Executives: 5.01%, Managers: 1.56%, Supervisors: 0%, employees: 1.15% Executives: 3.37%, Managers: 0.37%, Supervisors: 0%, employees: 0% Executives 2.78%, Managers: 0.2%, Supervisors: 0%, employees 0% 8.45% 7.43% 2.57% 4.39% 3.68% 2.70% The provision at December 31, 2023 reﬂects the full amount of the present value of pension beneﬁt obligations (including actuarial gains and losses and past service costs), net of plan assets. At December 31, 2023, the obligation net of plan assets corresponded to 51 thousand euros in assets. 440 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com CARREFOUR SA FINANCIAL STATEMENTS AS OF DECEMBER 31, 2023 Notes to the Company financial statements 6.2.2 Supplementary pension obligations In 2009, Carrefour set up a supplementary deﬁned beneﬁt in 2015. Following publication of pension plan, amended government order 2019‑697 dated July 3, 2019 (on transposition into French law of the European “Portability” Directive), the supplementary pension plan was cancelled by decision of the Board of Directors on April 20, 2020 and the provision carried in the consolidated statement of ﬁnancial position at December 31, 2019 was reversed in full. ■ ■ the rights accrued in a given year will be calculated based on the compensation for that year (reference compensation), without exceeding 60 times the annual social security ceiling; rights vest subject to the achievement of annual performance conditions: the performance criteria and specified targets are chosen among those used by the Board of Directors to determine the annual variable component of the Executive Officer’s compensation; In addition, at its meeting of April 20, 2020, the Board of Directors decided to set up a new supplementary pension plan that meets the requirements of Article L. 137‑11‑2, as amended, of the French Social Security Code (Code de la sécurité sociale), effective from January 1, 2020. The main characteristics of the new plan are as follows: ■ beneficiaries will retain the annual rights accrued in the event that they leave the Company; ■ the annual vesting rate under the plan will vary depending on the achievement rates for the performance criteria; and the aggregate annual percentages applied for a given beneficiary, all employers combined, will be capped at 30%. The Group has externalised the plan’s management to an insurance company. NOTE 7 SHAREHOLDERS’ EQUITY 7.1 Share capital 7.2 Issue and merger premiums At December 31, 2023, the share capital was made up of 708,790,816 ordinary shares with a par value of 2.50 euros each, versus 742,157,461 shares at December 31, 2022. Issue premiums represent the difference between the nominal amount of shares issued and the amount, net of costs, of cash or in‑kind contributions received by Carrefour SA. The change during the year corresponds to the new shares issued under the Group’s employee share ownership plan and the shares cancelled in connection with the capital reductions carried out in July and October 2023. 7.3 Changes in shareholders’ equity (in millions of euros) Shareholders’ equity at December 31, 2022 Appropriation of net income for 2022 Dividend distribution Share capital reductions Share capital increase Net income for 2023 Share capital 1,855 Issue and merger premiums Other reserves, retained earnings 16,017 3,346 223 (405) Net income 223 (223) (95) 12 (587) 63 Total shareholders’ equity 21,441 - (405) (682) 75 1,783 22,212 1,783 1,783 SHAREHOLDERS’ EQUITY AT DECEMBER 31, 2023 1,772 15,493 3,164 At the Shareholders’ Meeting held on May 26, 2023, the shareholders decided to set the 2022 dividend at 0.56 euro per share to be paid entirely in cash. On June 8, 2023, the dividend was paid out in an amount of 405 million euros. Dividends not paid on Carrefour shares held in treasury, in the amount of 6.5 million euros, were credited to retained earnings. As mentioned in Note 2, further to buying back treasury shares for a total amount of 800 million euros, the Company carried out two capital reductions through the cancellation of shares: (i) an initial capital reduction in July 2023 involving the cancellation of 26,887,362 shares, corresponding to a capital reduction of 67 million euros and an impact on premiums of 418 million euros; (ii) a second capital reduction in October 2023 involving the cancellation of 11,193,018 shares, corresponding to a capital reduction of 28 million euros and an impact on premiums of 169 million euros. 1 2 3 4 5 6 7 8 9 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 441 7 CARREFOUR SA FINANCIAL STATEMENTS AS OF DECEMBER 31, 2023 Notes to the Company financial statements the following In addition, Invest” employee shareholding operation described in Section 2, there was a capital increase of 75 million euros (4,713,735 new ordinary shares), including 12 million euros in capital and 63 million euros in share premium. “Carrefour 7.4 Treasury share reserve At December 31, 2023, a total of 17,609,525 shares were held in treasury. NOTE 8 FINANCIAL INCOME, NET Net ﬁnancial income breaks down as follows: (in millions of euros) Dividends Interest and other ﬁnancial expenses Impairment and provisions Reversals of impairment and provisions Other ﬁnancial income and expenses, net FINANCIAL INCOME, NET Treasury shares comprise: ■ ■ 12,802,839 shares held for cancellation, classified under other long‑term investments, 2,380,586 shares not allocated to specific plans and 2,426,100 shares allocated to cover free share allocation plans classified as cash and cash equivalents. All rights attached to these shares are suspended for as long as they are held in treasury. The net carrying amount of Carrefour shares held at December 31, 2023 was 294 million euros (see Notes 4.1.2 and 5.2). 2023 1,346 (177) (98) 105 139 1,314 2022 1,325 (114) (1,602) 280 18 (93) In 2023, dividends received stood at 1,346 million euros, mainly including: 704 million euros from Dutch subsidiary CNBV; 339 million euros from Spanish subsidiary Norfin Holder; 157 million euros from French subsidiary CRFP8; 35 million euros from French subsidiary CPI; 32 million euros from French subsidiary CRFP13. ■ ■ ■ ■ ■ Interest expense was mainly attributable to bond and note issues. Further to their remeasurement at December 31, 2023, the Company recognised a reversal of a 64 million euro impairment loss on shares in subsidiaries and affiliates and deﬁcits, and 97 million euros in provisions for shares in subsidiaries (see Note 6). Movements for the year also include a reversal of impairment of marketable securities for 23 million euros. Other ﬁnancial income and expenses include the deferral of bond redemption premiums as well as exchange gains and losses. 442 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com CARREFOUR SA FINANCIAL STATEMENTS AS OF DECEMBER 31, 2023 Notes to the Company financial statements NOTE 9 INCOME TAX 9.1 Breakdown of net income and corresponding tax (in millions of euros) Recurring income before proﬁt‑sharing Non‑recurring income, net Group relief 2023 NET INCOME 2023 Before tax Tax After tax 1,233 4 1,237 1,233 4 546 1,783 546 546 The income tax beneﬁt for 2023 mainly corresponds to income from tax consolidation and the recognition of tax credits against income tax expense, reported in the income statement under “Income tax”, from the utilisation of previously unrecognised tax losses. 9.2 Tax consolidation Carrefour SA is the head of a tax consolidation group. Each company in the tax group records in its accounts the income tax expense or beneﬁt that it would have paid or received if it had been taxed on a stand‑alone basis. The tax saving or additional tax charge corresponding to the difference between the sum of the taxes payable by the companies in the tax group and the tax expense or beneﬁt calculated on the basis of the tax group’s consolidated proﬁt or loss is recorded by Carrefour SA. 9.3 Unrecognised deferred taxes The following table shows the impact of temporary differences between Carrefour SA’s taxable proﬁt and accounting proﬁt. (in millions of euros) Assets Liabilities Assets Liabilities December 31, 2023 December 31, 2022 1- Temporarily non‑deductible expenses Provision for contingencies and charges ■ 2- Temporarily non‑taxable revenue 2 2 ■ Capital gains on mergers and asset contributions qualifying for rollover relief 250 3- Other tax loss carryforwards ■ TOTAL 2 250 133 135 250 250 The amount of 250 million euros recorded in liabilities corresponds to deferred taxes arising on share contribution transactions qualifying for preferential tax treatment under Article 210B of the French General Tax Code (Code général des impôts). 1 2 3 4 5 6 7 8 9 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 443 7 CARREFOUR SA FINANCIAL STATEMENTS AS OF DECEMBER 31, 2023 Notes to the Company financial statements NOTE 10 OTHER INFORMATION 10.1 Accounts receivable and accrued assets Accounts receivable mainly correspond to intra‑group receivables related to the provision of services, in which case the receivables are recognised when the service is provided. They are recorded in the balance sheet at their nominal amount. An impairment loss is recorded when there is a risk that they may not be recovered. (in millions of euros) Accounts receivable Subtotal accounts receivable Other accruals (1) Subtotal accruals TOTAL December 31, 2023 Due within 1 year Due in 1 to 5 years Due beyond 5 years December 31, 2022 2,798 2,798 106 106 2,798 2,798 106 106 2,904 2,904 2,081 2,081 159 159 2,240 (1) (2) Accounts receivable correspond mainly to intra‑group receivables and, to a lesser extent, tax receivables (tax or VAT credits). Other accruals mainly include translation adjustments, a prepaid expense relating to the Paris 2024 partnership, bond issuance premiums and bond issuance costs which are deferred over the life of the corresponding bonds. 10.2 Accounts payable and accrued liabilities The debt maturity schedule is as follows: (in millions of euros) Trade payables Accrued taxes and payroll costs Other liabilities (1) TOTAL December 31, 2023 Due within 1 year Due in 1 to 5 years Due beyond 5 years December 31, 2022 11 311 1,027 1,349 11 311 1,027 1,349 10 254 1,114 1,378 (1) Other liabilities essentially correspond to intra‑group payables. 10.3 Related parties There were no material transactions with related parties other than wholly‑owned subsidiaries that were not entered into on arm’s length terms. 444 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com CARREFOUR SA FINANCIAL STATEMENTS AS OF DECEMBER 31, 2023 Notes to the Company financial statements 10.4 Off balance sheet commitments 10.4.1 Derivative instruments Derivative instruments used (in millions of euros) Purchased calls Currency swaps EUR/USD on convertible bonds (1) EUR/TWD Purchased interest rate options (caps) Purchased swaptions (SWP) Sold swaptions (SWR) Interest rate swaps Notional amount covered by maturity Market value of derivatives December 31, 2023 Due within 1 year Due in 1 to 5 years Due beyond 5 years December 31, 2022 December 31, 2023 December 31, 2022 452 452 452 75 100 25 452 452 452 0 100 100 0 0 0.7 101 101 0 0.2 8 938 948 938 11 0 275 0 (75) 17 175 174 1 0 47 0 5 TOTAL 1,105 980 125 - 2,086 110 243 (1) A EUR/USD cross‑currency swap for 500 million US dollars was arranged in 2017 upon subscription to the cash‑settled convertible bond issue on June 7, 2017, and was unwound following the repayment of the bond issue on June 14, 2023. In the same way, two EUR/USD cross‑currency swaps for 250 million US dollars were arranged in March 2018 in parallel to a 500 million US dollar cash‑settled convertible bond issue. 10.4.2 Other commitments (in millions of euros) Guarantees (1) Commitments given Undrawn syndicated lines of credit (2) Commitments received December 31, 2023 December 31, 2022 40 40 3,900 3,900 39 39 3,900 3,900 (1) (2) Guarantees mainly relate to guarantees issued on behalf of the Group’s captive insurance company. At December 31, 2023, the Company had two undrawn syndicated lines of credit obtained from a pool of leading banks, for a total of 3.9 billion euros. In 2020, Carrefour exercised the option to extend the two credit facilities from June 2025 to June 2026. The first credit facility (“Club deal”) was negotiated with a syndicate of eight banks for a total of 1.4 billion euros. The second credit facility (“Syndicated facility”) was negotiated with a syndicate of 21 banks for a total of 2.5 billion euros. 10.5 Employees and compensation 10.5.1 Average number of employees Managerial AVERAGE NUMBER OF EMPLOYEES 10.5.2 Compensation Details of management compensation are provided in the management report. 2023 2022 5 5 5 5 1 2 3 4 5 6 7 8 9 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 445 7 CARREFOUR SA FINANCIAL STATEMENTS AS OF DECEMBER 31, 2023 Notes to the Company financial statements NOTE 11 SUBSEQUENT EVENTS No events have occurred since the year‑end that would have a material impact on the Company at December 31, 2023. NOTE 12 SUBSIDIARIES AND AFFILIATES Reserves and retained earnings % interest Investment at cost Impairment of shares Investment, net Gross amount of merger losses allocated to shares Net amount of merger losses allocated to shares Last published income Last published revenue Dividends received (in millions of euros) Share capital A- Detailed information 1. Subsidiaries (over 50% owned) France CARMA Carrefour Banque Carrefour France CARREFOUR MANAGEMENT CARREFOUR SYSTEMES D’INFORMATION CRFP 8 GUYENNE ET GASCOGNE HYPARLO TOTAL International CARREFOUR ASIA Carrefour Nederland BV NORFIN HOLDER CAPARBEL TOTAL 23 103 50.0% 44 101 1,995 377 (1,231) 60.0% 99.6% 124 3,979 0 1 100.0% 118 (118) 164 3,381 106 63 (203) 314 (26) 108 100.0% 74.8% 100.0% 100.0% 168 2,528 428 450 (168) (167) 44 124 3,979 0 0 2528 260 450 7,838 (453) 7,386 - - - - 6,952 1,245 - - - - - - - - 180 7,132 150 1,395 7 26 (693) (5) 18 221 9 58 (360) 0 196 20 0 382 0 12 0 609 195 (190) 100.0% 190 (186) 4 2,259 919 100.0% 3,603 3,603 767 767 2 4,520 79.9% 6,334 13 100.0% 3,177 6,184 3,177 6,184 0 13,154 (186) 12,969 2,872 636 4,275 2,872 97 3,736 0 0 1,043 0 0 0 0 157 0 0 157 0 704 339 446 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com CARREFOUR SA FINANCIAL STATEMENTS AS OF DECEMBER 31, 2023 Notes to the Company financial statements Reserves and retained earnings % interest Investment at cost Impairment of shares Investment, net Gross amount of merger losses allocated to shares Net amount of merger losses allocated to shares Last published income Last published revenue Dividends received (in millions of euros) Share capital 2. Affiliates (10%-50% owned) France CARREFOUR FINANCE CRFP 13 TOTAL International Atacadão CARREFOUR ITALIA TOTAL 6,823 863 850 571 25.0% 38.0% 1,668 385 2,053 1,759 1,836 30.90% 251 1,289 (684) 30.0% 2,312 2,563 (2,163) (2,163) B- Aggregate information 1. Other subsidiaries France International 2. Other investments France International C- General information about investments 11 0 98 247 0 0 (11) (8) 1,668 385 2,053 251 149 400 11 0 87 239 - - 0 - - 0 0 0 0 0 - - 0 - - 0 0 0 0 0 131 91 221 0 0 0 322 11,909 322 11,909 French subsidiaries (total) International subsidiaries (total) French affiliates (total) International affiliates (total) TOTAL 7,849 (453) 7,396 7,132 1,395 13,154 (186) 12,969 4,275 3,736 2,151 (11) 2,140 2,811 (2,171) 639 0 0 0 0 25,965 (2,821) 23,144 11,407 5,131 0 32 32 18 0 18 62 0 10 24 218 1,043 43 42 1,346 Data in greyed out cells are not provided because their disclosure would be seriously prejudicial to the Company’s interests. The columns “Share capital”, “Reserves and retained earnings”, “Last published income” and “Last published revenue” correspond to information for 2022 since the 2023 data have not yet been authorised for issue by the appropriate governance bodies. 1 2 3 4 5 6 7 8 9 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 447 7 CARREFOUR SA FINANCIAL STATEMENTS AS OF DECEMBER 31, 2023 Statutory Auditors' report on the financial statements 7.5 Statutory Auditors' report on the financial statements For the year ended December 31, 2023 This is a free translation into English of the statutory auditors’ report on the ﬁnancial statements of the Company issued in French and it is provided solely for the convenience of English speaking users. This statutory auditors’ report includes information required by European regulation and French law, such as information about the appointment of the statutory auditors or veriﬁcation of the management to shareholders. report and other documents provided This report should be read in conjunction with, and construed in accordance with, French law and professional auditing standards applicable in France. To the Carrefour Shareholders’ Meeting, Opinion In compliance with the engagement entrusted to us by your Shareholders’ Meeting, we have audited the accompanying ﬁnancial statements of Carrefour the year ended December 31, 2023. for In our opinion, the ﬁnancial statements give a true and fair view of the assets and liabilities and of the ﬁnancial position of the Company as of December 31, 2023 and of the results of its operations for the year then ended in accordance with French accounting principles. The audit opinion expressed above is consistent with our report to the Audit Committee. Basis for Opinion Audit Framework We conducted our audit in accordance with professional standards applicable in France. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Our responsibilities under those standards are further described in the “Statutory Auditors’ Responsibilities for the Audit of the Financial Statements” section of our report. Independence We conducted our audit engagement in compliance with independence requirements of rules required by the French Commercial Code (Code de commerce) and the French Code of Ethics (Code de déontologie) for statutory auditors for the period from January 1, 2023 to the date of our report, and speciﬁcally we did not provide any prohibited non‑audit services referred to in Article 5 (1) of Regulation (EU) N° 537/2014. Justification of Assessments - Key Audit Matter In accordance with the requirements of Articles L.821‑53 and R.821‑180 of the French Commercial Code (code de commerce) relating to the justiﬁcation of our assessments, we inform you of the key audit matters relating to risks of material misstatement that, in our professional judgment, were of most signiﬁcance in our audit of the ﬁnancial statements of the current period, as well as how we addressed those risks. These matters were addressed in the context of our audit of the ﬁnancial statements as a whole and in forming our opinion thereon, and we do not provide a separate opinion on speciﬁc items of the ﬁnancial statements. Key Audit Matter Measurement of the value in use of the shares in subsidiaries and affiliates (See notes 4.1 and 12 to the ﬁnancial statements) As of December 31, 2023, the net book value of the shares including allocated merger losses amounted to €28,276 million and represents the most important item on the balance sheet. The gross value of investments is recorded at acquisition cost. An impairment loss is recognised when the value in use falls below the net book value (including, where applicable, the net book value of allocated merger losses) As stated in Note 4.1 to the ﬁnancial statements, shares in subsidiaries and affiliates are subject to impairment tests at each year‑end in order to verify that their net carrying amount does not exceed their value in use. Otherwise, an impairment loss is recognised in the ﬁnancial result. As stated in Note 4.1 to the ﬁnancial statements, the value in use has been determined on the basis of several criteria, the main ones being (i) the value of shareholders’ equity, (ii) projections of future cash ﬂows established, (iii) the valuation of the revalued net assets estimated on the basis of reasonable operating forecasts or on the basis of observable data when available (multiples of sales and/or income statement aggregates of recent transactions, offers received from buyers, multiples of stock market values of comparable companies) or analyses carried out by internal or external experts, adjusted, if necessary, for the net debt of the tested entity. Due to the signiﬁcant net carrying amount of the shares, uncertainties relating mainly to the probability of the realisation of the future cash ﬂow forecasts used to measure the value in use and sensitivity to changes of the ﬁnancial data and assumptions used, we considered the measurement of the value in use of the shares to be a key audit matter. 448 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com CARREFOUR SA FINANCIAL STATEMENTS AS OF DECEMBER 31, 2023 Statutory Auditors' report on the financial statements Responses as part of our audit Other information In order to estimate the value in use of the shares as determined the by management, our work consisted appropriateness of the methodology used to determine the value in use: in assessing In accordance with French law, we have veriﬁed that the required information concerning the identity of the shareholders and holders of the voting rights has been properly disclosed in the management report. analysing the consistency of the cash flow forecasts used with our understanding of the group’s strategic outlook and guidance; Report on Other Legal and Regulatory Requirements ■ ■ ■ comparing past forecasts with actual results to verify the reliability of the forecasting process; assessing the reasonableness of the financial parameters used (discount and perpetual growth rates) with the assistance of our specialists in financial valuation and relying particularly on experts valuations; ■ assessing the reasonableness of the observable data provided by the company insofar as they contribute to the estimation of the value in use of the securities; ■ assessing the appropriateness of the disclosures in Notes 4.1.1, and 12 to the financial statements. Specific Verifications We have also performed, in accordance with professional standards applicable in France, the speciﬁc veriﬁcations required by French laws and regulations. Information given in the management report and in the other documents with respect to the financial position and the financial statements provided to shareholders. We have no matters to report as to the fair presentation and the consistency with the ﬁnancial statements of the information given in the management report of the Board of Directors and in the other documents with respect to the ﬁnancial position and the ﬁnancial statements provided to shareholders. In accordance with French law, we report to you that the information relating to payment times referred to Article D.441‑6 of the French Commercial Code (Code de commerce) is fairly presented and consistent with the ﬁnancial statements. Report on corporate governance We attest that the Board of Directors’ report on corporate by governance Articles L.225‑37‑4, L. 22‑10‑10 et L.22‑10‑9 of the French Commercial Code (Code de commerce). information required sets out the Concerning the information given in accordance with the requirements of Article L. 22‑10‑9 of the French Commercial Code (Code de commerce) relating to remunerations and beneﬁts received by or allocated to the directors and any other commitments made its consistency with the ﬁnancial statements, or with the underlying information used to prepare these ﬁnancial statements and, where applicable, with the information obtained by your Company from controlled companies that are included in the scope of consolidation. Based on this work, we attest the accuracy and fair presentation of this information. in their favour, we have veriﬁed Format of presentation of the financial statements included in the annual financial report format, We have also veriﬁed, in accordance with the professional standard applicable in France relating to the procedures performed by the statutory auditor relating to the annual and consolidated ﬁnancial statements presented in the European single electronic the that consolidated ﬁnancial statements included in the annual ﬁnancial report mentioned in Article L. 451‑1‑2, I of the French Monetary and Financial Code (Code monétaire et ﬁnancier), prepared under the responsibility of the Chairman and Chief Executive Officer complies with the single electronic format deﬁned in the European of Regulation 17 December 2018. the presentation of Delegated 2019/815 N o Based on the work we have performed, we conclude that the presentation of the ﬁnancial statements included in the annual ﬁnancial report complies, in all material respects, with the European single electronic format. We have no responsibility to verify that the ﬁnancial statements that will ultimately be included by your company in the annual ﬁnancial report ﬁled with the AMF are in agreement with those on which we have performed our work. Appointment of the Statutory Auditors We were appointed as statutory auditors of Carrefour by the Shareholders’ Meetings held on April 15, 2003 for Deloitte & Associés, and on June 21, 2011 for Mazars. As of December 31, 2023, Deloitte & Associés, and Mazars were in the 21 and 13 year of total uninterrupted engagement, respectively. th th Responsibilities of Management and Those Charged with Governance for the Financial Statements for is responsible the preparation and Management fair presentation of the ﬁnancial statements in accordance with French accounting principles and for such internal control as management determines is necessary to enable the preparation of ﬁnancial statements that are free from material misstatement, whether due to fraud or error. In preparing the ﬁnancial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless it is expected to liquidate the Company or to cease operations. 1 2 3 4 5 6 7 8 9 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 449 7 CARREFOUR SA FINANCIAL STATEMENTS AS OF DECEMBER 31, 2023 Statutory Auditors' report on the financial statements The Audit Committee is responsible for monitoring the ﬁnancial reporting process and the effectiveness of internal control and risks management systems and, where applicable, its internal reporting audit, procedures. the accounting and ﬁnancial regarding The ﬁnancial statements were approved by the Board of Directors. Statutory Auditors’ Responsibilities for the Audit of the Financial Statements Objectives and audit approach free Our role is to issue a report on the ﬁnancial statements. Our objective is to obtain reasonable assurance about whether the ﬁnancial statements as a whole are from material misstatement. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with professional standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to inﬂuence the economic decisions of users taken on the basis of these ﬁnancial statements. As speciﬁed in Article L.821‑55 of the French Commercial Code (Code de commerce), our statutory audit does not include assurance on the viability of the Company or the quality of management of the Company’s affairs. As part of an audit conducted in accordance with professional standards applicable in France, the statutory auditor exercises professional judgment throughout the audit and furthermore: ■ Identifies and assesses the risks of material misstatement of the financial statements, whether due to fraud or error, designs and performs audit procedures responsive to those risks, and obtains audit evidence considered to be sufficient and appropriate to provide a basis for his opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. ■ Obtains an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal control. ■ ■ ■ Evaluates the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management in the financial statements. Assesses the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. This assessment is based on the audit evidence obtained up to the date of his audit report. However, future events or conditions may cause the Company to cease to continue as a going concern. If the statutory auditor concludes that a material uncertainty exists, there is a requirement to draw attention in the audit report to the related disclosures in the financial statements or, if such disclosures are not provided or inadequate, to modify the opinion expressed therein. Evaluates the overall presentation of the financial statements the and assesses whether underlying transactions and events in a manner that achieves fair presentation. these statements represent Report to the Audit Committee We submit a report to the Audit Committee which includes in particular a description of the scope of the audit and the audit program implemented, as well as the results of our audit. We also report, if any, signiﬁcant deﬁciencies in internal control regarding the accounting and ﬁnancial reporting procedures that we have identiﬁed. Our report to the Audit Committee includes the risks of material misstatement that, in our professional judgment, were of most signiﬁcance in the audit of the ﬁnancial statements of the current period and which are therefore the key audit matter that we are required to describe in this report. for in Article 6 of Regulation We also provide the Audit Committee with the declaration provided (EU) No. 537/2014, conﬁrming our independence within the meaning of the rules applicable in France such as they are set in particular by Articles L.821‑27 to L.821‑34 of the French Commercial Code (Code de commerce) and in the French Code of Ethics (Code de déontologie) for statutory auditors. Where appropriate, we discuss with the Audit Committee the risks that may reasonably be thought to bear on our independence, and the related safeguards. Paris La Défense and Courbevoie, March 27, 2024 The Statutory Auditors French original signed by Les Commissaires aux comptes Mazars Deloitte & Associés Jérôme de PASTORS Marc BIASIBETTI Bertrand BOISSELIER Olivier BROISSAND 450 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com 8 INFORMATION ABOUT THE COMPANY AND THE CAPITAL 8.1 Information about the Company 452 8.3 Shareholders 8.3.1 Main shareholders 8.3.2 Crossing of thresholds reported to the Company in 2023 8.3.3 Information referred to in Article L. 233‑13 of the French Commercial Code 8.3.4 Information referred to in Article L. 22‑10‑11 of the French Commercial Code 8.1.1 Corporate name, trade and companies register and legal entity identification number (LEI) 8.1.2 Head office, phone number and website 8.1.3 Legal form and term 8.1.4 Main provisions of the Articles of Association 8.2 Information about the capital 8.2.1 Change in share capital 8.2.2 Summary of delegations of authority and powers concerning capital increases 8.2.3 Change in the Company’s capital 8.2.4 Treasury share buybacks 8.2.5 Grant of options 8.2.6 Grant of shares 452 452 452 452 455 455 456 458 458 460 460 462 462 464 464 464 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 451 8 INFORMATION ABOUT THE COMPANY AND THE CAPITAL Information about the Company 8.1 Information about the Company 8.1.1 CORPORATE NAME, TRADE AND COMPANIES REGISTER AND LEGAL ENTITY IDENTIFICATION NUMBER (LEI) Carrefour Registered with the Évry Trade and Companies Register under no. 652 014 051 LEI: 549300B8P6MUJ1YWTS08 8.1.2 HEAD OFFICE, PHONE NUMBER AND WEBSITE 93, avenue de Paris, 91300 Massy, France Phone: +33 (0)1 64 50 50 00 Website: http://www.carrefour.com (the information provided on the website does not form part of the Universal Registration Document unless that information is incorporated by reference into the Universal Registration Document). 8.1.3 LEGAL FORM AND TERM French public limited company (société anonyme) governed by the provisions of the French Commercial Code (Code de commerce). By decision of the Shareholders’ Meeting of July 28, 2008, the Company adopted the form of a société anonyme (public limited company) with a Board of Directors. Following its deliberations on June 21, 2011, the Board of Directors decided to combine the duties of Chairman and Chief Executive Officer. This Board of Directors’ decision to combine the duties of Chairman and Chief Executive Officer met the objective to simplify the decision‑making process and enhance the efficiency and (see Section 3.1.1 of this Universal Registration Document). the Company’s governance responsiveness of The Company’s term, which began on July 11, 1959, will expire on July 10, 2058, unless the Company is wound up in advance or its term is extended. 8.1.4 MAIN PROVISIONS OF THE ARTICLES OF ASSOCIATION 8.1.4.1 Raison d’être (preamble) Our mission is to provide our customers with quality services, products and food accessible to all across all distribution channels. Thanks to the competence of our employees, to a responsible and multicultural approach, to our broad territorial presence and to our ability to adapt to production and consumption modes, our ambition is to be the leader of the food transition for all. 8.1.4.2 Corporate purpose (Article 3) The purpose of the Company is to: ■ create, acquire and operate, in France and abroad, stores for the sale of all items, products, foodstuffs and merchandise and, secondarily, provide within the said stores all services that may be of interest to customers; ■ ■ purchase, manufacture, sell, represent and package the said products, foodstuffs and merchandise; in general, carry out all industrial, commercial, financial, property and real estate operations relating directly or indirectly to the said purpose, or which may facilitate the said purpose or ensure its development. The Company may act, directly or indirectly, and conduct any and all of the said operations in any country, on its own behalf or on behalf of third parties, either alone or within partnerships, alliances, groups or companies, with any other persons or companies, and carry out and complete them in any manner whatsoever. The Company may also acquire any and all interests and stakes in any French or foreign companies or businesses, regardless of their purpose. 452 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com INFORMATION ABOUT THE COMPANY AND THE CAPITAL Information about the Company 8.1.4.3 Board of Directors (Articles 11, 12, 13 and 14) The Company is managed by a Board of Directors comprising between three and eighteen members. When the number of Directors appointed by the Ordinary Shareholders’ Meeting exceeding 75 years of age is higher than one‑third of the Directors in office, the oldest Director is deemed to have resigned; his/her term expires at the next Ordinary Shareholders’ Meeting. Each Director must own at least 1,000 shares during his/her term of office, with the exception of the Directors representing employees. The members of the Board of Directors, including the Directors representing employees, are appointed for a three‑year term. One‑third (or an equivalent proportion) of the members of the Board of Directors appointed by the Ordinary Shareholders’ Meeting is renewed every year. At the Board of Directors’ meeting following the initial appointments, the names of the Directors exiting the Board at the end of their ﬁrst and second year are determined by drawing lots. Exiting Directors are eligible for re‑appointment. The Directors cease to hold office at the end of the Ordinary Shareholders’ Meeting called to approve the ﬁnancial statements for the previous year and held during the year in which their term of office expires, with the exception of the Directors representing employees, whose term of office ends on the anniversary date of their appointment. When the Company falls within the scope of Article L. 225‑27‑1 of the French Commercial Code, the Board of Directors also includes one or more Directors representing employees. The their number of such Directors and appointment are set by the applicable legal provisions and the Company’s Articles of Association. the conditions of When only one Director representing employees is to be appointed, he/she is appointed by the Group Committee (Comité de Groupe français Carrefour). When two Directors representing employees are to be appointed, the second is appointed by the European Works Council (Comité d’information et de concertation européen Carrefour). The Director(s) representing employees are not taken into account for the determination of the maximum number of Directors provided for by the French Commercial Code, or for the enforcement of Article L. 225‑18‑1 paragraph 1 of the French Commercial Code. The office of the Director(s) representing employees expires before its term under the conditions provided for by law and this Article, in particular in the case of the termination of his/her/their employment agreement, except in the event of an intergroup transfer. If the conditions provided for in Article L. 225‑27‑1 of the French Commercial Code are not fulﬁlled at the end of a given ﬁnancial year, representing employees expires at the end of the meeting during which the Board of Directors acknowledges that the Company is no longer subject to the said legal requirement. the Director(s) the office of In the event of a vacancy, for any reason, of the office of a Director representing employees, the vacant seat is ﬁlled according to the conditions provided for in Article L. 225‑34 of the French Commercial Code. Until the date of replacement of the Director representing employees, the Board of Directors may validly meet and deliberate. 1 2 3 4 5 In addition to the provisions of Article L. 225‑29 paragraph 2 of the French Commercial Code, and for the avoidance of doubt, it is speciﬁed that the failure of the committee(s) designated by the Company’s Articles of Association to appoint a Director or Directors representing employees does not affect the validity of the Board of Directors’ deliberations, in accordance with the law and this Article. Subject to the provisions of this Article and to the applicable legal provisions, the Director(s) representing employees have the same status, rights and obligations as the other Directors. The Board of Directors appoints a Chairman, from among its members, who must be an individual. The age limit for the position of Chairman is 75. The Chairman may perform his/her duties until the Ordinary Shareholders’ Meeting called to approve the ﬁnancial statements for the previous year and held during the year in which he/she reaches the age of 70. The Chairman may be appointed for the entire duration of his/ her term of office as a Director. temporary unavailability, The Board of Directors appoints a Vice‑Chairman, from among its members, who is asked to replace the Chairman in case of absence, resignation, death or non‑renewal of his/her term of office. If the Chairman is temporarily unavailable, the Vice‑Chairman replaces him/her for a deﬁned period of time during such unavailability; otherwise the Vice‑Chairman acts as Chairman until a new Chairman is appointed. The Chairman organises and directs the Board of Directors’ work, reporting thereon to the Shareholders’ Meeting. The Chairman ensures the proper functioning of the Company’s bodies and, in particular, that the Directors are able to perform their duties. The Board of Directors meets as often as required to serve the Company’s interests, either at the head office or at any other place indicated in the Notice of Meeting. Certain decisions referred to in Article L. 225‑37 of the French Commercial Code may be the subject of written consultations of the Directors. The Directors are called to meetings by the Chairman or, where necessary, by the Vice‑Chairman, by any means, including orally. 6 Board of Directors’ meetings are chaired by the Chairman of the Board of Directors or, where necessary, by the Vice‑Chairman. Proceedings are conducted under the conditions of quorum and majority prescribed by law. The Board of Directors’ deliberations are recorded in minutes kept in a special register in accordance with the applicable legislation or Article R. 225‑22 of the French Commercial Code, in electronic format. In such a case, the minutes are signed using an electronic signature that complies with the minimum requirements of an advanced electronic signature provided for in Article 26 of Regulation the European Parliament and of the Council of July 23, 2014 on electronic identiﬁcation and trusted services for electronic transactions within the internal market. The Secretary of the Board of Directors is authorised to certify copies and extracts of meeting minutes. (EU) 910/2014 of 7 8 9 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 453 8 INFORMATION ABOUT THE COMPANY AND THE CAPITAL Information about the Company The Board of Directors determines the Company’s business strategy and oversees its implementation. 8.1.4.6 Shareholders’ Meetings (Articles 20 to 23) Subject to the powers expressly attributed to the Shareholders’ Meetings and within the scope of the corporate purpose, the Board of Directors deals with all matters relating to the proper management of the Company and, through its proceedings, handles other matters concerning it. The Board conducts the controls and audits that it deems appropriate. The Directors receive all information needed to perform their duties and may consult any documents that they deem useful. 8.1.4.4 Management (Article 16) As provided for by law, the management of the Company comes under the responsibility of either the Chairman of the Board of Directors or another individual appointed by the Board of Directors and bearing the title of Chief Executive Officer. Based on a majority vote of the Directors present or represented, the Board of Directors chooses between two aforementioned management methods. the The Board of Directors appoints, from among its members or otherwise, the Chief Executive Officer, an individual under the age of 70, who has the broadest powers to act on the Company’s behalf under all circumstances. The Chief Executive Officer exercises his/her powers within the scope of the corporate purpose and subject to the powers expressly attributed by law to the Shareholders’ Meetings and the Board of Directors. The Chief Executive Officer represents the Company in its dealings with third parties. The age limit for the position of Chief Executive Officer is 70. The duties of a Chief Executive Officer who reaches the said age limit cease following the Shareholders’ Meeting called to approve the ﬁnancial statements for the previous year and held during the year in which the said age limit is reached. When the Company is managed by the Chairman, the provisions of the laws and regulations or the Company’s Articles of Association relating to the Chief Executive Officer are applicable to the Chairman. The Chairman assumes the title of Chairman and Chief Executive Officer and may perform his/her duties until the Ordinary Shareholders’ Meeting called to approve the ﬁnancial statements for the previous year and held during the year in which he/she reaches the age of 70. The Board of Directors may determine the areas in which the Chief Executive Officer must consult the Board of Directors in performing his/her duties. 8.1.4.5 Shareholder rights (Article 9) Double voting rights are conferred on all fully paid up registered shares that have been registered in the name of the same shareholder for at least two years. Double voting rights are cancelled for any shares converted into bearer form or whose ownership is transferred, subject to any exceptions provided for by law. Solely the Extraordinary Shareholders’ Meeting is authorised to modify shareholders’ rights, as provided for by law. All shareholders are entitled to attend Shareholders’ Meetings in person or by proxy, upon presentation of identiﬁcation and evidence of share ownership, in the form and at the place indicated in the Notice of Meeting, in accordance with the conditions provided for in the applicable regulations. Every shareholder has the right to participate in Shareholders’ Meetings by way of a proxy granted to any other person or legal entity of his/her choice, and may also vote by post, subject to the conditions provided for in the applicable regulations. Any shareholder may, if the Board of Directors so decides when convening the Shareholders’ Meeting, also participate in and vote at Shareholders’ Meetings via videoconference or any other means of telecommunication Internet) that enables him/her to be identiﬁed under the conditions and according to the procedures provided for in the applicable laws. Shareholders are notiﬁed of such a decision in the Notice of Meeting published in the French legal gazette (Bulletin des annonces légales obligatoires). (including the Any shareholders who use, for such purpose and within the required periods, the electronic voting form provided on the website set up by the Shareholders’ Meeting organiser are considered to be shareholders present or represented. The electronic form may be completed and signed directly on the site using a login and password, as provided for in the ﬁrst sentence of the second paragraph of Article 1316‑4 of the French Civil Code (Code civil). The proxy or vote thus cast electronically prior to the Shareholders’ Meeting, as well as the acknowledgement of receipt provided, will be considered binding documents that are enforceable against all persons, it being speciﬁed that, in the event of a transfer of shares occurring prior to the date provided for in the applicable laws and regulations, the Company will invalidate or modify accordingly, depending on the situation, the proxy or vote cast prior to said date. Shareholders’ Meetings are convened by the Board of Directors under the conditions and within the time limits prescribed by law. They are held at the head office or at any other place indicated in the Notice of Meeting. The Shareholders’ Meeting is chaired by the Chairman of the Board of Directors or, in his/her absence, by the Vice‑Chairman or a Director designated by the Board of Directors. Vote teller duties are fulﬁlled by the two shareholders, present and willing, who hold the greatest number of votes, either in their own name or by proxy. The Meeting Committee (bureau) appoints a secretary, who does not need to be a member of the Shareholders’ Meeting. Ordinary and Extraordinary Shareholders’ Meetings voting under the conditions of quorum and majority prescribed by law exercise the powers attributed to them in accordance with the law. 8.1.4.7 Provision of the issuer’s Articles of Association that would delay, postpone or prevent a change in its control None. 454 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com INFORMATION ABOUT THE COMPANY AND THE CAPITAL Information about the capital 8.2 Information about the capital 8.2.1 CHANGE IN SHARE CAPITAL Capital increase on May 31, 2023 Capital reduction on October 25, 2023 Further to the implementation of the “Carrefour Invest” employee (the “Employee Plan”) reserved for share ownership plan members of the Group savings plan (the “PEG”) and the international Group savings plan (the “PEGI”), pursuant to the 28th resolution of the Combined Shareholders’ Meeting of May 21, 2021, the Board of Directors decided to increase the Company’s share capital by 11,365,697.50 euros through the issue of 4,546,279 new shares with a par value of 2.50 euros each. Further to the implementation of its share buyback programme and pursuant to the authorisation granted by the Shareholders’ Meeting of May 26, 2023 (13th resolution), the Board of Directors decided to reduce the Company’s share capital by cancelling shares purchased under the programme. Accordingly, the Company’s share capital was reduced by a nominal amount of 27,982,545 euros (twenty‑seven million, nine hundred eighty‑two thousand, ﬁve hundred forty‑ﬁve euros) through the cancellation of 11,193,018 Company shares. In addition, following the implementation of the plan reserved for Société Générale to cover the stock appreciation rights (SARs) allocated to employees of Italian entities who are members of the PEGI, pursuant to the 21st resolution of the Combined Shareholders’ Meeting of May 26, 2023, the Board of Directors decided share capital by 418,640 euros through the issue of 167,456 new shares with a par value of 2.50 euros each. the Company’s increase to Accordingly, the Company’s share capital was increased by a nominal amount of 11,784,337.50 euros (eleven million, seven hundred eighty‑four thousand, three hundred thirty‑seven euros and ﬁfty cents) through the issue of 4,713,735 Company shares. this increase, the share capital amounted to Following 1,867,177,990 euros (one billion, eight hundred sixty‑seven million, one hundred seventy‑seven thousand, nine hundred ninety euros), divided into 746,871,196 shares with a par value of 2.50 euros each. Capital reduction on July 28, 2023 Further to the implementation of its share buyback programme and pursuant to the authorisation granted by the Shareholders’ Meeting of June 3, 2022 (14th resolution), the Board of Directors decided to reduce the Company’s share capital by cancelling shares purchased under the programme. Accordingly, the Company’s share capital was reduced by a nominal amount of 67,218,405 euros (sixty‑seven million, two hundred eighteen thousand, four hundred ﬁve euros) through the cancellation of 26,887,362 Company shares. the reduction, the share capital amounted Following to 1,771,977,040 euros (one billion, seven hundred seventy‑one million, nine hundred seventy‑seven thousand forty euros), divided into 708,790,816 shares with a par value of 2.50 euros each. Shares not representing capital: number and primary characteristics None. Amount of convertible or exchangeable securities or securities with stock purchase war rants None. Information on the conditions governing any right of acquisition and/or any obligation relating to unpaid share capital, or on any undertaking to increase the capital None. Information on the capital of any member of the Group that is under option or subject to a conditional or unconditional agreement to be put under option, and the details of such options Following this reduction, the Company’s share capital amounted to 1,799,959,585 euros (one billion, seven hundred ninety‑nine million, nine hundred ﬁfty‑nine thousand, ﬁve hundred eighty‑ﬁve euros), divided into 719,983,834 shares with a par value of 2.50 euros each. None. UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 455 1 2 3 4 5 6 7 8 9 8 INFORMATION ABOUT THE COMPANY AND THE CAPITAL Information about the capital 8.2.2 SUMMARY OF DELEGATIONS OF AUTHORITY AND POWERS CONCERNING CAPITAL INCREASES Type Issue of shares and/or marketable securities with pre‑emptive subscription rights Shares Other marketable securities ■ ■ Issue of shares and/or marketable securities without pre‑emptive subscription rights as part of a public tender or public exchange offer made by the Company for another company Shares Other marketable securities ■ ■ Issue of shares and/or marketable securities without pre‑emptive subscription rights (private placement) Shares Other marketable securities ■ ■ Issue of shares and/or marketable securities to remunerate contributions‑in‑kind granted to the Company in an amount of up to 10% of the share capital Capital increase by incorporation of reserves, proﬁts and premiums Capital increase in favour of employees who are members of a Company savings plan (shareholder waiver of pre‑emptive subscription rights) Capital increase in favour of employees who are members of a Company savings plan (shareholder waiver of pre‑emptive subscription rights) Free allotment of new or existing Company shares to salaried employees and officers of the Company and its affiliates (shareholder waiver of pre‑emptive subscription rights) Date of the Annual Shareholders’ Meeting Guarantee amount Duration Expiry date Use during 2023 €500 million May 26, 2023 26 months July 26, 2025 €4.5 billion May 26, 2023 26 months July 26, 2025 €175 million May 26, 2023 26 months July 26, 2025 €1.5 billion May 26, 2023 26 months July 26, 2025 €175 million May 26, 2023 26 months July 26, 2025 €1.5 billion May 26, 2023 26 months July 26, 2025 10% May 26, 2023 26 months July 26, 2025 €500 million May 26, 2023 26 months July 26, 2025 - - - - - - - - €35 million May 21, 2021 26 months May 26, 2023 4,546,279 shares, i.e., approximately 0.64% of the Company’s share capital at December 31, 2023 €35 million May 26, 2023 26 months July 26, 2025 - 0.8% 0.25% (Company officers) May 21, 2021 26 months May 26, 2023 2,833,260 shares, i.e., approximately 0.4% of the Company’s share capital at December 31, 2023 (of which 0.05% for Company officers) 456 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com Type Free allotment of new or existing Company shares to salaried employees and officers of the Company and its affiliates (shareholder waiver of pre‑emptive subscription rights) Capital increases reserved for a named person (Carrefour Invest/Italy plan) Transactions in Company shares INFORMATION ABOUT THE COMPANY AND THE CAPITAL Information about the capital Guarantee amount With performance conditions: 1% (of which 0.25% for Company officers) Without performance conditions: 1% (of which 0% for Company officers) Date of the Annual Shareholders’ Meeting Duration Expiry date Use during 2023 May 26, 2023 26 months July 26, 2025 - €2.50 million May 26, 2023 18 months November 26, 2024 167,456 shares, i.e., approximately 0.02% of the Company’s share capital at December 31, 2023 46,197,844 shares bought back in 2023, i.e., approximately 6.52% of the Company’s share capital at December 31, 2023 Transactions in Company shares 10% of the Company’s capital 10% of the Company’s capital June 3, 2022 18 months May 26, 2023 May 26, 2023 18 months November 26, 2024 1 2 3 4 5 6 7 8 9 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 457 8 INFORMATION ABOUT THE COMPANY AND THE CAPITAL Information about the capital 8.2.3 CHANGE IN THE COMPANY’S CAPITAL Event Position at December 31, 2018 Change in the number of shares Capital (in euros) 789,252,839 1,973,132,097.50 Capital increase resulting from the option to pay the dividend in shares Capital increase resulting from the vesting of performance shares issued under the 2016 long‑term incentive plan 17,096,567 916,098 Position at December 31, 2019 807,265,504 2,018,163,760.00 Capital increase resulting from the option to pay the dividend in shares 10,358,336 Position at December 31, 2020 817,623,840 2,044,059,600.00 Capital reduction through cancellation of treasury shares Capital reduction through cancellation of treasury shares 29,475,225 12,252,723 Position at December 31, 2021 775,895,892 1,939,739,730.00 Capital reduction through cancellation of treasury shares Capital reduction through cancellation of treasury shares Position at December 31, 2022 Capital increase reserved for employees Capital reduction through cancellation of treasury shares Capital reduction through cancellation of treasury shares Position at December 31, 2023 8.2.4 TREASURY SHARE BUYBACKS Treasury shares At December 31, 2023, the Company held 17,609,525 treasury shares (i.e., 2.48% of the share capital). The market value of treasury shares held at December 31, 2023, based on the ﬁnal quoted price known for the year of 16.57 euros per share, was approximately 292 million euros. Of these 17,609,525 treasury shares held by the Company at December 31, 2023: 4,806,686 shares are used to cover stock option plans, performance share plans and any other allocations of shares; 12,802,839 shares are earmarked for cancellation. ■ ■ 21,232,106 12,506,325 742,157,461 1,855,393,652.50 746,871,196 1,867,177,990.00 719,983,834 1,799,959,585.00 708,790,816 1,771,977,040.00 708,790,816 1,771,977,040.00 Share buyback programmes in effect during 2023 Share buyback programme approved by the Shareholders’ Meeting of June 3, 2022 The Shareholders’ Meeting of June 3, 2022, deliberating pursuant to Article L. 22‑10‑62 of the French Commercial Code, authorised the Board of Directors to purchase Company shares, enabling it to use the option of dealing in treasury shares, to: ■ engage in market making activities in the secondary market or ensure the liquidity of Company shares through an investment services provider, under the terms of a liquidity agreement and in accordance with the market practices accepted by the AMF; ■ implement any Company stock option plan or any similar plan, in accordance with the provisions of Articles L. 225‑177 et seq. of the French Commercial Code; 458 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com INFORMATION ABOUT THE COMPANY AND THE CAPITAL Information about the capital ■ ■ ■ ■ ■ allocate or transfer shares to employees for their investment in the Company’s development and/or to implement any savings plan as provided for by law, in particular Articles L. 3332‑1 et seq. of the French Labour Code (Code du travail); allocate performance shares under Articles L. 225‑197‑1 et seq. of the French Commercial Code; the provisions of in general, meet all obligations relating to stock option plans or other allocation of Company shares to employees and/or Company officers of the Group or of related companies; deliver shares upon the exercise of rights attached to securities giving access to share capital by means of redemption, conversion, exchange, exercise of a warrant or any other means; cancel some or all of the shares thus repurchased, provided that the Board of Directors has a valid authorisation from the Extraordinary Shareholders’ Meeting to reduce the share capital by cancelling shares purchased as part of a share buyback programme; or ■ engage in any market making activities that may be recognised by law or the AMF. 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 purchased, 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 to Shareholders’ Meeting of June 3, 2022 and continue implement its share buyback programme in the event of a public offer involving shares or other securities issued or initiated by the Company. For each of the goals pursued under this programme, the number of shares purchased as authorised above was as follows: liquidity agreement: none; stock option plan: none; performance share plan: none; cancellation: none; sale of treasury shares: none. ■ ■ ■ ■ ■ Maximum percentage of capital, maximum number and characteristics of the shares the Company intends to purchase and maximum purchase price: ■ the maximum purchase price per share is 30 euros and the maximum number of shares that may be purchased is 10% of the Company’s share capital on the date at which the authorisation is used. Term of the share buyback programme: ■ the eighteen months authorisation granted at the Shareholders’ Meeting, i.e., until December 3, 2023. from June 3, 2022 pursuant to Share buyback programme approved by the Shareholders’ Meeting of May 26, 2023 The Shareholders’ Meeting of May 26, 2023, deliberating pursuant to Article L. 22‑10‑62 of the French Commercial Code, authorised the Board of Directors to purchase Company shares, enabling it to use the option of dealing in treasury shares, to: ■ ■ ■ ■ ■ ■ ■ ■ engage in market making activities in the secondary market or ensure the liquidity of Company shares through an investment services provider, under the terms of a liquidity agreement and in accordance with the market practices accepted by the AMF; implement any Company stock option plan or any similar plan, in accordance with the provisions of Articles L. 225‑177 et seq. of the French Commercial Code; or allocate or transfer shares to employees for their investment in the Company’s development and/or to implement any savings plan as provided for by law, in particular Articles L. 3331‑1 et seq. of the French Labour Code; or hedge exposure to financial contracts or cash settlement options based on changes in the Company’s share price, granted to employees and/or officers of the Company and/or companies that are or will be related to the Company in accordance with applicable legal conditions and procedures; or allocate performance shares under the provisions of Articles L. 225‑197‑1 et seq. of the French Commercial Code; or in general, meet all obligations relating to stock option plans or other allocation of Company shares to employees and/or Company officers of the Group or of related companies; or deliver shares upon the exercise of rights attached to securities giving access to share capital by means of redemption, conversion, exchange, exercise of a warrant or any other means; or cancel some or all of the shares thus repurchased, provided that the Board of Directors has a valid authorisation from the Extraordinary Shareholders’ Meeting to reduce the share capital by cancelling shares purchased as part of a share buyback programme; or ■ engage in any market making activities that may be recognised by law or the AMF. 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 purchased, 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 May 26, 2023 and continue to implement its share buyback programme in the event of a public offer involving shares or other securities issued or initiated by the Company. 1 2 3 4 5 6 7 8 9 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 459 8 INFORMATION ABOUT THE COMPANY AND THE CAPITAL Information about the capital For each of the goals pursued under this programme, the number of shares purchased as authorised above was as follows: liquidity agreement: none; stock option plan: none; performance share plan: none; separate tranches, cancellation: under a share buyback mandate conducted in the Company bought back two 32,878,393 shares earmarked for cancellation. On July 28, 2023 and October 25, 2023, the Company cancelled 26,887,362 and 11,193,018 shares respectively that had been purchased under this share buyback programme; sale of treasury shares: none. ■ ■ ■ ■ ■ Maximum percentage of capital, maximum number and characteristics of the shares the Company intends to purchase and maximum purchase price: ■ the maximum purchase price per share is 30 euros and the maximum number of shares that may be purchased is 10% of the Company’s share capital on the date at which the authorisation is used. Term of the share buyback programme: ■ eighteen months the authorisation granted at the Shareholders’ Meeting, i.e., until November 26, 2024. from May 26, 2023 pursuant to Transactions carried out by way of purchase, sale or transfer under the buyback programmes Percentage of capital held directly and indirectly by the Company (in shares and as a percentage) at the beginning of the last programme on May 26, 2023 Number of shares cancelled over the past 24 months Number of shares held at December 31, 2023 (in shares and as a percentage) Gross book value of the portfolio (in euros) Market value of the portfolio (in euros) Number of shares purchased during the year Number of shares sold during the year Transaction costs (in euros) Average purchase price (in euros) Average sale price 22,811,512/3.07% 71,818,811 17,609,525/2.48% 311,836,970.89 291,789,829.25 46,197,844 - 135,000 17.33 - (1) Number of shares purchased under the share buyback programme approved by the Shareholders’ Meetings of June 3, 2022 and May 26, 2023. 8.2.5 GRANT OF OPTIONS There were no longer any Carrefour stock option plans outstanding at December 31, 2023. 8.2.6 GRANT OF SHARES On February 14, 2023, based on the Compensation Committee’s recommendation, the Board of Directors decided to use the authorisation given in the 29th resolution of the Shareholders’ Meeting held on May 21, 2021 to grant performance shares (new or existing) to 680 Group employees. Shares granted under this plan will vest only if the grantee remains with the Group until the end of the vesting period and several performance conditions are met. The vesting period is three years from the date of the Board of Directors’ meeting at which the rights were granted. The number of shares that vest will depend on the achievement of four performance conditions, each with a weighting of 25%: two conditions linked to financial performance: recurring operating income and net free cash flow; one condition linked to share performance: total shareholder return; a CSR‑related condition. ■ ■ ■ 460 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com INFORMATION ABOUT THE COMPANY AND THE CAPITAL Information about the capital Details of the performance share plans in progress at December 31, 2023 are presented below. 2021 Performance Plan 2022 Performance Plan 2023 Performance Plan Date of the Annual Shareholders’ Meeting June 14, 2019 May 21, 2021 May 21, 2021 Grant date Vesting date (1) February 17, 2021 February 16, 2022 February 14, 2023 February 17, 2024 February 16, 2025 February 14, 2026 Number of shares awarded at grant date 3,000,000 3,104,000 2,833,260 of which to Company Officers Number of grantees at grant date Fair value of one share (in euros) (2) Total number of shares delivered 335,330 338,345 401,862 691 11.85 2,418,700 809 14.21 N/A 680 13.23 N/A (1) (2) The shares will vest only if the grantee remains with the Group until the end of the vesting period and several performance conditions are met. The Carrefour share price on the grant date (reference price) adjusted for estimated dividends not received during the vesting period. The 2021 performance share plan expired on February 17, 2024. The Carrefour group’s performance with regard to this plan was 100% (effective performance of 105%, capped at 100%). The corresponding shares were delivered in accordance with the terms of the relevant regulation. the grantees to A total of 2,418,700 shares were delivered under this plan. Movements in performance shares in 2023 were as follows: Number of performance shares granted at January 1 Shares granted during the year (1) (2) Shares delivered to grantees during the year (3) Of which shares delivered to Company officers Shares cancelled during the year (4) Number of performance shares granted at December 31 the performance assessment period: The performance achieved by the Group breaking down as the follows over performance level achieved for the recurring operating income criterion was 94.5% ; the performance level achieved for the free cash ﬂow criterion was 150% ; the performance level of the TSR criterion was 50% ; and the performance level achieved for (4) the CSR criterion was 125% . (2) (3) (1) 2022 7,907,569 3,104,000 2,598,044 249,146 (766,309) 7,647,216 2023 7,647,216 2,833,260 2,052,809 304,597 (534,557) 7,893,110 (1) (2) (3) (4) 2022 performance share plan decided by the Board of Directors on February 16, 2022. 2023 performance share plan decided by the Board of Directors on February 14, 2023. Shares allocated by the Board of Directors on February 26, 2020. The performance level achieved by the Carrefour group was 100% (actual performance 118%, capped at 100%), breaking down as follows: the average performance level achieved for the recurring operating income criterion was 116% (in millions of euros: 2020: target 2,172 – result 2,324 – performance 125.3%. 2021: target 2,355 – result 2,481 – performance 121%. 2022: target 2,508 - result 2,524 - performance 102.7%.); the performance level achieved for the free cash flow criterion was 150% (in millions of euros: 2020: target 1,250 – result 1,889 – performance 150%. 2021: target 1,351 – result 1,836 – performance 150%. 2022: target 1,505 - result 1,993 - performance 150% ); the performance level of the TSR criterion was 75% (for a positioning in fourth place on the panel of companies); the performance level achieved for the CSR criterion was 129.2% (2020: target 100% - result 115% - performance 137.5%. 2021: target 100% – result 111% – performance 127.5%. 2022: target 100% – result 109% – performance 122.5%.) Shares cancelled under the 2020, 2021, 2022 and 2023 performance share plans. (1) (2) (3) (4) ROI: average performance over three years 94.5% (in millions of euros). 2021: target 2,182 – result 2,176 – performance 99%. 2022: target 2,300 – result 2,227 – performance 87.8%. 2023: target 2,420 – result 2,400 – performance 96.7%. Net FCF: average performance over three years 150% (in millions of euros). 2021: target 914 – result 1,127 – performance 150%. 2022: target 967 – result 1,217 – performance 150%. 2023: target 1,029 – result 1,805 – performance 150%. For a positioning in fifth place of the panel of companies. CSR: average performance over three years 125%. 2021: target 100% – result 111% – performance 127.5%. 2022: target 100% – result 109% – performance 122.5%. 2023: target 100% – result 110% – performance 125%. 1 2 3 4 5 6 7 8 9 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 461 8 INFORMATION ABOUT THE COMPANY AND THE CAPITAL Shareholders 8.3 Shareholders 8.3.1 MAIN SHAREHOLDERS the share capital amounted At December 31, 2023, to 1,771,977,040 euros (one billion, seven hundred seventy‑one million, nine hundred seventy‑seven thousand forty euros), divided into 708,790,816 shares with a par value of 2.50 euros each. The Company is authorised to identify bearer shares. The number of voting rights at December 31, 2023 was 886,612,205. After deducting the voting rights that cannot be exercised, the total number of voting rights was 869,002,680. CAPITAL (AT DECEMBER 31, 2023) To the Company’s knowledge, the breakdown of the capital and voting rights at December 31, 2023 was as follows: Shareholders Galfa Number of shares Capital (in %) Number of actual voting rights Actual voting rights (in %) Number of theoretical voting rights Theoretical voting rights (in %) 79,624,212 11.23% 159,248,424 18.33% 159,248,424 22,291,101 (1) 3.14% 22,291,101 17.96% 2.51% Subtotal – Galfa 101,915,313 14.38% 159,248,424 18.33% 181,539,525 20.48% Peninsula Europe (1)(2) 62,563,160 8.83% 125,126,320 14.40% 125,126,320 Bank of America Merrill Lynch 56,646,433 7.99% 56,646,433 6.52% 56,646,433 Employees (company mutual fund) 8,945,850 1.26% 15,811,950 1.82% 15,811,950 Treasury shares 17,609,525 2.48% - - 17,609,525 14.11% 6.39% 1.78% 1.99% Public TOTAL 461,110,535 65.06% 512,169,553 58.94% 489,878,452 55.25% 708,790,816 100.00% 869,002,680 100.00% 886,612,205 100.00% (1) (2) (3) Held via stock options. Including 24,809,568 registered shares held by Abilio Diniz. Shares pledged to banks under structured financing arrangements. 462 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com INFORMATION ABOUT THE COMPANY AND THE CAPITAL Shareholders CAPITAL (AT DECEMBER 31, 2022) To the Company’s knowledge, the breakdown of the capital and voting rights at December 31, 2022 was as follows: Shareholders Galfa Number of shares Capital (in %) Number of actual voting rights Actual voting rights (in %) Number of theoretical voting rights Theoretical voting rights (in %) 79,624,212 10.73% 159,248,424 17.49% 159,248,424 22,291,101 (1) 3.00% 22,291,101 Subtotal – Galfa 101,915,313 13.73% 159,248,424 17.49% 181,539,525 Peninsula Europe (2)(3) 62,563,160 8.43% 125,022,711 13.73% 125,022,711 Bank of America Merrill Lynch 43,883,841 5.91% 43,883,841 4.82% 43,883,841 Employees (company mutual fund) 7,083,500 0.95% 13,949,600 1.53% 13,949,600 Treasury shares 11,544,870 1.56% - - 11,544,870 Public TOTAL 515,166,777 69.41% 568,627,552 62.44% 546,336,451 59.24% 742,157,461 100.00% 910,732,128 100.00% 922,276,998 100.00% (1) (2) (3) Held via stock options. Including 24,809,568 registered shares held by Abilio Diniz. Shares pledged to banks under structured financing arrangements. CAPITAL (AT DECEMBER 31, 2021) To the Company’s knowledge, the breakdown of the capital and voting rights at December 31, 2021 was as follows: Shareholders Galfa Subtotal – Galfa Peninsula Europe Employees Treasury shares Public TOTAL Number of shares Capital (in %) Number of actual voting rights Actual voting rights (in %) Number of theoretical voting rights Theoretical voting rights (in %) 79,624,212 10.26% 159,248,424 16.83% 159,248,424 22,291,101 (1) 2.87% - - 22,291,101 101,915,313 13.14% 159,248,424 16.83% 181,539,525 62,563,160 (2)(3) 8.06% 122,797,711 12.97% 122,797,711 7,188,600 0.93% 14,338,858 1.52% 14,338,858 9,457,539 1.22% - - 9,457,539 546,259,557 70.40% 601,526,891 63.56% 579,235,790 60.60% 775,895,892 100.00% 946,423,607 100.00% 955,881,146 100.00% Bank of America Merrill Lynch 48,511,723 6.25% 48,511,723 5.13% 48,511,723 17.27% 2.42% 19.68% 13.56% 4.76% 1.51% 1.25% 16.66% 2.33% 18.99% 12.85% 5.08% 1.50% 0.99% (1) (2) (3) Held via stock options. Including 24,809,568 shares held by Abilio Diniz. Shares pledged to banks under structured financing arrangements. Carrefour shareholder agreement There is no shareholder agreement at Carrefour. Employee shareholding At December 31, 2023, Group employees held 1.26% of the Company’s share capital through the Company mutual fund. 1 2 3 4 5 6 7 8 9 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 463 8 INFORMATION ABOUT THE COMPANY AND THE CAPITAL Shareholders 8.3.2 CROSSING OF THRESHOLDS REPORTED TO THE COMPANY IN 2023 To the Company’s knowledge, the crossing of the following statutory thresholds was reported by the shareholders to the Company and the AMF in 2023: Date threshold was crossed Upward or downward Threshold crossed Percentage of share capital held at the declaration date Percentage of voting rights held at the declaration date Shareholders BlackRock BlackRock BlackRock BlackRock BlackRock February 1, 2023 Upward February 8, 2023 Downward February 9, 2023 Upward February 10, 2023 Downward February 14, 2023 Upward Upward Bank of America May 4, 2023 Bank of America May 10, 2023 Downward Bank of America June 7, 2023 Downward Bank of America June 8, 2023 Upward Bank of America June 16, 2023 Downward Bank of America June 22, 2023 Upward Bank of America June 28, 2023 Downward Bank of America June 29, 2023 Upward 5.00% 5.00% 5.00% 5.00% 5.00% 10.00% 10.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5.10% 4.98% 5.01% 4.99% 5.01% 10.13% 9.97% 6.06% 6.59% 6.19% 6.25% 6.17% 6.46% 4.10% 4.01% 4.03% 4.02% 4.03% 8.15% 8.03% 4.88% 5.31% 4.99% 5.04% 4.98% 5.21% Number of shares 37,840,829 36,984,481 37,201,059 37,034,155 37,176,291 75,170,866 74,013,527 45,233,367 49,221,755 46,240,406 46,671,283 46,108,503 48,239,557 8.3.3 INFORMATION REFERRED TO IN ARTICLE L. 233‑13 OF THE FRENCH COMMERCIAL CODE At the end of 2023: ■ ■ Galfa, a simplified joint‑stock company formed under French law whose head office is located at 27, rue de la Chaussée d’Antin, 75009 Paris, France, held more than one‑tenth of the share capital and more than three‑twentieths of the voting rights; located at Peninsula Europe SA, whose head office 26, boulevard Royal, L‑2449 Luxembourg, Grand Duchy of Luxembourg, held more than one‑twentieth of the share capital and more than one‑tenth of the voting rights; is ■ Bank of America Merrill Lynch International Limited, whose head office is located at 2, King Edward Street, London EC1A 1HQ, UK, held more than one‑twentieth of the share capital and less than one‑twentieth of the voting rights. 8.3.4 INFORMATION REFERRED TO IN ARTICLE L. 22‑10‑11 OF THE FRENCH COMMERCIAL CODE To the Company’s knowledge, the composition of the share capital is as shown in the table in Section 8.3.1 of this Universal Registration Document. To the Company’s knowledge, there is no agreement between its principal shareholders that could result in a change of control of the Company if implemented subsequently. The summary table of current delegations of authority and powers granted in Section 8.2.2 of this Universal Registration Document. Any delegation whose implementation is likely to jeopardise a public offer is suspended during the public offer period. the Board of Directors appears to 464 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com 9 ADDITIONAL INFORMATION 9.1 Publicly available documents 466 9.5 Information incorporated by reference 467 9.2 Person responsible 466 9.6 Concordance tables 9.2.1 Person responsible for the Universal 9.6.1 Universal Registration Document Registration Document and the annual financial report 9.2.2 Declaration by the person responsible for the Universal Registration Document and the annual financial report 9.3 Person responsible for the financial information 9.4 Persons responsible for auditing the financial statements 466 466 466 467 concordance table 9.6.2 Annual financial report concordance table 9.6.3 Management report concordance table 9.6.4 Corporate governance report concordance table 9.6.5 Non‑financial performance concordance table 468 468 471 471 474 476 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 465 9 ADDITIONAL INFORMATION Publicly available documents 9.1 Publicly available documents Documents concerning the Company and, in particular, its Articles of Association, ﬁnancial statements and the reports presented to its Shareholders’ Meetings by the Board of Directors and the Statutory Auditors may be consulted at the head office at 93, avenue de Paris, 91300 Massy, France. These documents are also available on the Company’s website: www.carrefour.com. 9.2 Person responsible 9.2.1 PERSON RESPONSIBLE FOR THE UNIVERSAL REGISTRATION DOCUMENT AND THE ANNUAL FINANCIAL REPORT Alexandre Bompard, Chairman and Chief Executive Officer. 9.2.2 DECLARATION BY THE PERSON RESPONSIBLE FOR THE UNIVERSAL REGISTRATION DOCUMENT AND THE ANNUAL FINANCIAL REPORT “I hereby certify that the information contained in this Universal Registration Document is, to the best of my knowledge, true and correct, and that there are no omissions that are likely to affect its import. management report gives a true and fair view of the changes in the business, results and ﬁnancial position of the Company and of all the consolidated companies, and that it describes the main risks and uncertainties to which they are subject.” I hereby certify that, to the best of my knowledge, the ﬁnancial statements were prepared in accordance with applicable accounting standards and give a true and fair view of the assets and liabilities, ﬁnancial position and results of operations of the Company and of all the consolidated companies, and that the March 28, 2024 Alexandre Bompard Chairman and Chief Executive Officer 9.3 Person responsible for the financial information Matthieu Malige Chief Financial Officer 466 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com ADDITIONAL INFORMATION Persons responsible for auditing the financial statements 9.4 Persons responsible for auditing the financial statements PRINCIPAL STATUTORY AUDITORS Deloitte & Associés 6 place de la Pyramide, 92908 Paris la Défense Cedex, France Signatories: Bertrand Boisselier and Olivier Broissand Mazars 61, rue Henri‑Régnault, 92400 Courbevoie, France Signatories: Jérôme de Pastors and Marc Biasibetti Date of initial appointment Date of last reappointment Term of office (1) April 15, 2003 May 21, 2021 2027 June 21, 2011 May 26, 2023 2028 (1) Date of the Shareholders’ Meeting called to approve the financial statements for the previous year ended December 31. 9.5 Information incorporated by reference The information included in the abovementioned Universal Registration Documents, other than that indicated above, is, where applicable, superseded or updated by the information included this Universal Registration Document. The abovementioned Universal Registration Documents are available under the conditions described in Section 9.1 “Publicly available documents” of this Universal Registration Document. in In accordance with Article 19 of EU Regulation no. 2017/1129 of June 14, 2017, as amended, this Universal Registration Document includes by reference the following information, to which the reader is invited to refer: ■ ■ Auditors’ for the financial year ended December 31, 2022: consolidated financial statements, Company financial statements and related Statutory the reports Universal Registration Document filed with the French financial markets authority (Autorité des marchés financiers – AMF) on April 6, 2023 under number D. 23‑0252, on pages 329 to 425, 426 to 428, 429 to 451 and 452 to 454 respectively; included in for the financial year ended December 31, 2021: consolidated financial statements, Company financial statements and related the reports Statutory Universal Registration Document the AMF on April 28, 2022 under number D. 22‑0376, on pages 290 to 378, 379 to 382, 384 to 403 and 404 to 406 respectively. filed with Auditors’ included in 1 2 3 4 5 6 7 8 9 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 467 9 ADDITIONAL INFORMATION Concordance tables 9.6 Concordance tables 9.6.1 UNIVERSAL REGISTRATION DOCUMENT CONCORDANCE TABLE Appendices I and II of the Commission Delegated Regulation (EU) 2019/980 of March 14, 2019 Chapter/Section no. 1/ Persons responsible, third‑party information, statements by experts and approval by competent authorities 1.1. Name and function of the person responsible 1.2. Declaration by the person responsible 1.3. Information on the expert report 1.4. Third‑party information 1.5. Statement of ﬁling without prior approval from the competent authority 2/ Statutory Auditors 2.1. Identity 2.2. Change, if any 3/ Risk factors 4/ Information concerning the issuer 4.1. Corporate name and purpose 4.2. Place of registration, registration number and legal entity identiﬁcation number (LEI) 4.3. Creation and term 4.4. Head office, legal form, applicable legislation, head office address and phone number, website 5/ Business overview 5.1. Principal activities 5.2. Principal markets 5.3. Key events in the issuer’s business development 5.4. Strategy and objectives 5.5. Issuer’s dependence 5.6. Competitive position 5.7. Investments 6/ Organisational structure 6.1. Brief description of the Group 6.2. List of signiﬁcant subsidiaries 9.2, 9.3 9.2 N/A 1 1st page 9.4 N/A 4.1 8.1.1 8.1.1‑8.1.2 8.1.3 8.1.2‑8.1.3 1.4 6.6 (Notes 6.1, 6.1.2 and 6.5) 1.1.2‑1.1.3, 1.2‑1.4 5.1.2 6.6 (Notes 5.1 and 6.1.1) 1.5.1, 1.5.2, 1.5.3 5.3, 5.4.2, 5.4.6 6.6 (Notes 2, 3.2 and 16) 1.1.6 5.3, 5.4.2 6.6 (Notes 2 and 3) 6.6 (Note 14.7) 1.4.1 5.4.2, 5.4.5 6.6 (Notes 2 and 3.2) 1.1‑1.6 6.6 (Note 18) 7.4 (Note 12) 468 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com ADDITIONAL INFORMATION Concordance tables Appendices I and II of the Commission Delegated Regulation (EU) 2019/980 of March 14, 2019 Chapter/Section no. 7/ Review of ﬁnancial position and earnings 7.1. Financial position 7.2. Operating income 8/ Cash and cash equivalents and capital 8.1. Information concerning capital resources 8.2. Cash ﬂow 8.3. Borrowing requirements and funding structure 8.4 Restrictions on the use of capital resources 8.5. Anticipated sources of funds 9/ Regulatory environment 10/ Trend information 10.1. Most signiﬁcant trends since the end of the last ﬁnancial year 10.2. Events reasonably likely to have a material effect on prospects 11/ Proﬁt forecasts and estimates 12/ Administrative, management and supervisory bodies and Executive Management 12.1. Board of Directors and Executive Management 12.2. Conﬂicts of interest within the administrative, management and supervisory bodies and Executive Management 13/ Compensation and beneﬁts 13.1. Compensation and beneﬁts in kind 5.2‑5.6.6 5.1 5.2.1‑6.5 6.6 (Note 13), 7.4 (Note 7) 5.2.3 6.4 5.2.2‑5.2.4 6.6 (Note 14) 5.2.5 6.6 (Note 14.2.4) 5.2.6 4.1.1 5.3, 5.4.5 5.3 N/A 3.2‑3.3 3.2.2.1 3.4 13.2. Amounts provisioned or recorded for pensions, retirement beneﬁts or other beneﬁts 6.6 (Note 12.1) 14/ Operation of administrative and management bodies 14.1. Expiration of current terms of office 14.2. Service contracts 14.3. Information on the Audit Committee and Compensation Committee 3.2.1.1 3.1.2.3 3.2.3 14.4. Statement on compliance with the applicable corporate governance regime Introduction of 3/3.5 14.5. Potential material impacts on corporate governance 15/ Employees 15.1. Number of employees and breakdown of the workforce 15.2. Director shareholdings and stock options 15.3. Arrangements for involving employees in the capital N/A 2.1.7 3.2.1‑3.4.3 8.2.4 2.1.7 3.4.4 8.3 1 2 3 4 5 6 7 8 9 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 469 9 ADDITIONAL INFORMATION Concordance tables Appendices I and II of the Commission Delegated Regulation (EU) 2019/980 of March 14, 2019 Chapter/Section no. 16/ Main shareholders 16.1. Exceeding the threshold 16.2. Existence of different voting rights 16.3. Direct or indirect control 16.4. Arrangements that could result in a change of control if implemented 17/ Related‑party transactions 18/ Financial information concerning the issuer’s assets and liabilities, ﬁnancial position and proﬁts and losses 18.1. Historical ﬁnancial information 18.2. Interim and other ﬁnancial information 18.3. Auditing of historical annual ﬁnancial information 18.4. Pro forma ﬁnancial information 18.5. Dividend policy 18.6. Legal and arbitration proceedings 18.7. Signiﬁcant change in the issuer’s ﬁnancial position 19/ Additional information 19.1. Share capital 19.1.1. Subscribed share capital 19.1.2. Other shares 19.1.3. Treasury shares 19.1.4. Marketable securities 19.1.5. Vesting conditions 19.1.6. Options or agreements 19.1.7. History of share capital 19.2. Memorandum and Articles of Association 19.2.1. Corporate purpose 19.2.2. Rights and privileges of shares 19.2.3. Change in control 20/ Material contracts 21/ Documents available 8.3.1‑8.3.2 8.1.4.5 8.3.1 8.1.4.3 3.7 6.6 (Note 9.3) 6 7 N/A 6.7 N/A 5.6.3 4.3 5.4.3 6.6 (Note 16) 8.2 8.2 8.2 8.2 8.2 8.2 8.2 8.1 8.1 8.1 N/A 9.1 470 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com ADDITIONAL INFORMATION Concordance tables 9.6.2 ANNUAL FINANCIAL REPORT CONCORDANCE TABLE Sections of Article L. 451‑1‑2 of the French Monetary and Financial Code (Code monétaire et ﬁnancier) Chapter/Section no. 1/ Company ﬁnancial statements 2/ Consolidated ﬁnancial statements 3/ Management report Analysis of change in sales Analysis of results Analysis of ﬁnancial position Foreseeable changes in the situation of the Company and of the Group Principal risks and uncertainties Capital structure and factors that could have an impact in the event of a public offer Treasury share buybacks carried out by the Company 4/ Declaration of the person responsible for the annual ﬁnancial report 5/ Statutory Auditors’ reports on the Company ﬁnancial statements and consolidated ﬁnancial statements 6/ Corporate governance report 9.6.3 MANAGEMENT REPORT CONCORDANCE TABLE Reference texts French Commercial Code (Code de commerce) L. 225‑100‑1, L. 232‑1, L. 233‑6 and L. 233‑26 L. 225‑100‑1 L. 233‑6 French Commercial Code French Commercial Code French Commercial Code French Commercial Code Comment on the ﬁnancial year Situation of the Company during the ﬁnancial year and objective, comprehensive analysis of changes in the business, results and ﬁnancial position of the Company and of the Group Key non‑ﬁnancial performance indicators relating to the Company’s speciﬁc activity Signiﬁcant acquisitions during the ﬁnancial year of equity interests in companies whose head office is located in France L. 232‑1 and L. 233‑26 Signiﬁcant events between the ﬁnancial year‑end and the report preparation date L. 232‑1 and L. 233‑26 Foreseeable changes in the situation of the Company and of the Group French General Tax Code (Code général des impôts) 243 bis Dividends distributed for the three previous ﬁnancial years and amount of income distributed for these same ﬁnancial years eligible for the 40% tax reduction French Commercial Code L. 441‑6, L. 441‑6‑1 and D. 441‑4 Information on the payment cycles of the Company’s suppliers and customers 7.1 to 7.4 6.1 to 6.6 5.1 5.1 5.2 5.3 4.1.1 N/A 8.2.4 9.2.2 6.7 3 and 8 Chapter/Section no. 5.1 to 5.4 and 5.6 2.4.1 N/A 5.4.6 5.3 5.6.3 5.6.1 1 2 3 4 5 6 7 8 9 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 471 9 ADDITIONAL INFORMATION Concordance tables Reference texts Chapter/Section no. French Commercial Code French Commercial Code L. 225‑100‑1 L. 22‑10‑35 French Commercial Code L. 22‑10‑35 French Commercial Code L. 225‑100‑1 Presentation of the Group Description of the principal risks and uncertainties to which the Company is subject Financial risks related to the impact of climate change and presentation of the measures the Company has taken to reduce said impact by implementing a low‑carbon strategy in all areas of its operations Main characteristics of the internal control and risk management procedures implemented by the Company relating to the preparation and processing of accounting and ﬁnancial information Details on the Company’s objectives and policy concerning hedges in each main transaction category for which hedge accounting is used The Company’s exposure to price, credit, liquidity and cash ﬂow risks French Commercial Code L. 225‑102‑1 Social and environmental consequences of the business French Commercial Code L. 225‑102‑2 French Commercial Code L. 225‑102‑4 French Commercial Code L. 232‑1 Collective bargaining agreements entered into by the Company and their impact on the Company’s ﬁnancial performance and employee working conditions If the Company operates a facility of the type referred to in Article L. 515‑36 of the French Environmental Code (Code de l’environnement): ■ ■ description of risk prevention policy regarding technological accidents; report on civil liability insurance coverage for property and people and details on how the Company plans to ensure that victims are adequately compensated in the event of a technological accident for which the Company is liable (including “Seveso” facilities). Duty of care plan enabling the Company to identify risks and prevent serious violations as regards human rights and fundamental freedoms, health, safety, and the environment due to the Company’s operations and those of its suppliers and subcontractors Research and development activities Information regarding corporate governance French Monetary and Financial Code L. 621‑18‑2 Transactions involving the Company’s shares carried out by executives and related persons French Commercial Code L. 225‑184 Options granted to or subscribed or purchased during the ﬁnancial year by the Company Officers and each of the top ten employees who are not Company Officers, and options granted to all employees, by category 4.1.1 2.1.3 4.2 6.6 (Note 14.7.3) 4.1.2 2 2.1.7.2 N/A 2.2.1 5.6.4 3.6 8.2.4 472 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com ADDITIONAL INFORMATION Concordance tables Reference texts Chapter/Section no. French Commercial Code L. 225‑211 Details of purchases and sales of treasury shares during the ﬁnancial year Information about the Company and capital French Commercial Code R. 228‑90 French Commercial Code L. 225‑102 French Commercial Code French Commercial Code L. 464‑2 L. 233‑13 French Monetary and Financial Code L. 511‑6 Information relating to treasury share buybacks carried out by the Company with a view to allocating them to employees and/or executives Possible adjustments for securities giving access to the capital in the event of buybacks of shares or ﬁnancial transactions Report on employee proﬁt‑sharing as of the last day of the ﬁnancial year, and proportion of capital represented by shares held by employees under the Company savings plan and by current and former employees under Company mutual funds Injunctions or ﬁnancial penalties for anti‑competitive practices Identity of private individuals or legal entities holding, directly or indirectly, more than one‑twentieth, one‑tenth, three‑twentieths, one‑ﬁfth, one‑quarter, one‑third, one‑half, two‑thirds, eighteen‑twentieths or nineteen‑twentieths of the share capital or voting rights at Shareholders’ Meetings The amount of loans due within less than two years granted by the Company on an ancillary basis to micro‑enterprises, SMEs or middle‑market companies with which it has economic ties justifying such loans Information related to the ﬁnancial statements French Commercial Code L. 232‑6 Possible changes in the presentation of the ﬁnancial statements and the valuation methods used French General Tax Code 34.9 and 223 quater Additional tax information French Commercial Code R. 225‑102 Company earnings performance in the last ﬁve ﬁnancial years 8.2.4 8.2 N/A 8.3.1 N/A 8.3.1 and 8.3.3 N/A N/A N/A 5.6.6 1 2 3 4 5 6 7 8 9 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 473 9 ADDITIONAL INFORMATION Concordance tables 9.6.4 CORPORATE GOVERNANCE REPORT CONCORDANCE TABLE Reference texts French Commercial Code L. 22‑10‑8 Compensation Compensation policy for Company Officers Chapter/Section no. 3.4.1, 3.4.2.1, 3.4.3.1 and 3.4.3.2 French Commercial Code L. 22‑10‑9, L. 22‑10‑34 I, R. 22‑10‑14 Information about the Company’s Executive Management and general management French Commercial Code L. 225‑37‑4 French Commercial Code L. 225‑37‑4 French Commercial Code L. 22‑10‑10 French Commercial Code French Commercial Code L. 225‑37‑4 L. 225‑37‑4 French Commercial Code L. 22‑10‑10 French Commercial Code French Commercial Code French Commercial Code French Commercial Code French Commercial Code French Commercial Code French Commercial Code French Commercial Code L. 22‑10‑10 L. 22‑10‑10 L. 22‑10‑10 L. 22‑10‑10 L. 22‑10‑11 L. 22‑10‑11 L. 225‑185 L. 225‑197‑1 Information about compensation List of all the Company Officers’ positions and the duties they performed in any company during the ﬁnancial year Related‑party agreements entered into between a Company Officer or a shareholder holding more than 10% of the voting rights, and a subsidiary Description of the authorisation procedure for routine agreements entered into on an arm’s length basis Executive Management’s choice of management methods Summary of outstanding delegations of authority and powers granted by the Shareholders’ Meeting to the Board of Directors concerning capital increases Composition of the Board of Directors, conditions of preparation and organisation of the Board of Directors’ work Application of the principle of gender equality Limitations of powers of the Chief Executive Officer Reference to the Corporate Governance Code Speciﬁc rules governing shareholders’ participation in Shareholders’ Meetings Rules applicable to the appointment and replacement of members of the Board of Directors and to amendments of the Company’s Articles of Association 3.4 3.2.1.3 3.7 3.7 3.1.1.1 8.2.2 3.2 3.1.2 3.1.1.2 3.1 8.1.4 8.1.4 Powers of the Board of Directors, including in particular the issue or buyback of shares 3.1.1, 3.2.2 and 8.2.4 Conditions under which options may be exercised and held by the Executive Officers Conditions under which performance shares granted to the Executive Officers may be held 3.4.3 3.4.3 474 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com ADDITIONAL INFORMATION Concordance tables Reference texts Chapter/Section no. French Commercial Code L. 22‑10‑11 French Commercial Code L. 22‑10‑11 French Commercial Code French Commercial Code French Commercial Code L. 22‑10‑11 L. 22‑10‑11 L. 22‑10‑11 French Commercial Code L. 22‑10‑11 French Commercial Code L. 22‑10‑11 French Commercial Code L. 22‑10‑11 Information about the capital Structure and change of the Company’s capital 8.2, 8.3 Factors that could have an impact in the event of a public offer Statutory restrictions about the exercise of voting rights and share transfers or contractual clauses brought to the Company’s knowledge Direct or indirect interests in the Company’s capital brought to the Company’s knowledge List of holders of any security conferring special rights of control and description of these securities Control mechanisms provided under a possible employee share ownership scheme when the rights of control are not exercised by employees Agreements between shareholders brought to the Company’s knowledge and which may result in restrictions on share transfers and the exercise of voting rights Agreements concluded by the Company that are amended or terminated in the event of a change in control of the Company, unless this disclosure would seriously harm its interests (except in cases of a legal obligation to disclose) Agreements providing for compensation to members of the Board of Directors or employees if they resign or are dismissed without real and serious cause or if their employment ends as a result of a public offer N/A N/A 8.3 N/A N/A N/A N/A 3.4 1 2 3 4 5 6 7 8 9 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR 475 9 ADDITIONAL INFORMATION Concordance tables 9.6.5 NON‑FINANCIAL PERFORMANCE CONCORDANCE TABLE Components of the Non‑Financial Statement Chapter/Section no. Business model Main non‑ﬁnancial risks Duty of care policy and procedures Publication of Key Performance Indicators Mandatory topics referred to in Article L. 225‑102‑1 of the French Commercial Code Social impacts of the business Environmental impacts of the business Respect for human rights (*) Prevention of corruption (*) Prevention of tax evasion (*) Impact of the Company’s business on climate change and the use of goods and services it produces Social commitment to promoting a circular economy Collective bargaining agreements entered into by the Company and their impact on its ﬁnancial performance and employee working conditions Social commitment to combating discrimination and promoting diversity Measures taken to combat food waste Measures taken to promote employment of the disabled Social commitment to combating food insecurity Social commitment to promoting animal welfare Social commitment to promoting responsible, equitable and sustainable diets Social commitment to sustainability (*) For listed companies. 1.1.5 2.1.1.2/4.1.2 2.1.1.2/2.2 2.2/2.4.1 2.1.6/2.2.3 2.1.2/2.2.4.1/2.2.3 2.1.5.2/2.2.3 2.1.5.5 2.1.5.5 2.1.2.5/2.1.3 1.3.1.3/2.1.2.4 2.1.6.2 1.3.2.4/2.1.6.4/2.2.4.2 1.3.1.3/2.1.2.5/2.1.3.4 1.3.2.4/2.1.6.4 1.2.1/1.3.1.1/2.1.3.4 1.3.1.1/2.1.5.6 1.3.1/2.1.4.2 Chapter 2/1.3 476 UNIVERSAL REGISTRATION DOCUMENT 2023 / CARREFOUR www.carrefour.com CONTACTS Groupe Carrefour Head Office 93 Avenue de Paris TSA 55555 91889 Massy Cedex Registered shareholders Société Générale Securities Services 32 rue du Champ de Tir CS 30812 44308 Nantes cedex 3 Tel.: +33 (0)2 51 85 67 89 Fax: +33 (0)2 51 85 53 42 Investor relations investisseurs@carrefour.com Shareholder relations contact@actionnaires.carrefour.com Shareholders’ Club 73 rue d’Anjou 75008 Paris Tel.: 0805 902 902 club@actionnaires.carrefour.com GET THE LATEST NEWS ON THE CARREFOUR GROUP www.carrefour.com @GroupeCarrefour @Carrefour @Carrefour Production: Carrefour group Legal department Photo credits: Nicolas Gouhier, Stefano Demarie, Carrefour, Shutterstock, GettyImages, all rights reserved Translation: PricewaterhouseCoopers Advisory, Language Services Design & production: Paper: the Carrefour group is committed to managing its paper purchases in a responsible manner. The paper used in this document is certified by the FSC® (Forest Stewardship Council). This certification confirms compliance with a globally recognised set of principles and criteria for forest management. The goal of the FSC® is to promote environmentally responsible, socially beneficial and economically viable forest management. Printing: this document is printed in France by an Imprim’Vert certified printer on FSC certified paper produced from sustainably managed forest. 3 2 0 2 T R O P E R L A I C N A N I F L A U N N A T N E M U C O D N O I T A R T S I G E R L A S R E V I N U www.carrefour.com @GroupeCarrefour Société anonyme with capital of 1,771,977,040.00 euros Head office: 93, avenue de Paris — 91300 Massy 652 014 051 RCS Évry

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