Carrefour

Board/Management Information • Mar 22, 2023

Press release, Massy, 22 March 2023

Carrefour Group's Board of Directors aligns its governance with the Carrefour 2026 strategic plan

Carrefour's Board of Directors met today and, based on recommendations formulated by the Governance Committee, made the following decisions within the framework of its annual review of how it operates in order to implement the "Carrefour 2026" strategic plan.

1. The Board of Directors has unanimously decided to propose that Alexandre Bompard's term be renewed ahead of schedule at the next Shareholders' meeting on 26 May 2023. This is so as to align it with the timeframe of the "Carrefour 2026" strategic plan. His term, which was set to end after the 2024 Shareholders' meeting, would be renewed for three years, until the 2026 Shareholders' meeting.

2. Further bolstering its role in terms of governance, the Board of Directors has also decided to extend the Lead Independent Director's role, who will:

• Approve the agendas of meetings of the Board of Directors.
• Cohairing two executive sessions every year, which will be held without the CEO being present.
• Sits on the Audit, Remuneration and Strategy Committees.

3. Following the recommendation of the Governance Committee, the Board of Directors has also made a number of changes to its Committees:

• Mathilde Lemoine, who will cease to serve as Independent Director as of the 2023 Shareholders' meeting and whose term will end at the 2024 Shareholders' meeting, will step down from the Audit Committee, as well as the Remuneration Committee that she was chairing.
• Marie-Laure Sauty de Chalon, Independent Director, the renewal of whose term will be proposed at the Shareholders' meeting of 26 May 2023, will step down from the CSR Committee and will join the Audit Committee.
• Stéphane Courbit, Independent Director, has been appointed Chairman of the Remuneration Committee.
• Stéphane Israël, Chairman of the Audit Committee and Lead Independent Director, is to join the Remuneration Committee and the Strategy Committee.
• Arthur Sadoun, Independent Director, is appointed to the Governance Committee.

The Committees of the Board of Directors shall therefore be composed as follows:

Audit Committee (proportion of independent directors: 75%)

Chairman: Stéphane Israël (Lead Independent Director).

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

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

Chairman: Stéphane Courbit (Independent Director)

Members: Stéphane Israël (Lead Independent Director), Charles Edelstenne (Independent Director) and Thierry Faraut (Director representing employees)

Governance Committee (proportion of independent directors: 60% (1))

Chairman: Charles Edelstenne (Independent Director)

Members: Flavia Buarque de Almeida, Philippe Houzé, Aurore Domont (Independent Director), Arthur Sadoun (Independent Director) and Thierry Faraut (Director representing employees)

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

Chairwoman: Aurore Domont (Independent Director)

Members: Patricia Moulin Lemoine, Claudia Almeida e Silva (Independent Director), and Martine Saint Cricq (Director representing employees)

Strategy Committee

Chairman: Alexandre Bompard

Vice President: Abilio Diniz

Members: Philippe Houzé, Stéphane Courbit (Independent Director) and Stéphane Israël (Lead Independent Director).

Lead Independent Director Stéphane Israël said: "The Board of Directors has looked into the key challenges facing the Group for the years ahead with regard to the "Carrefour 2026" strategic plan. To successfully address the challenges listed in the plan, ensure that the Group continues to perform and uphold its commitments and maintain the quality of its governance, the Board of Directors, which met today for an executive session, wanted Alexandre Bompard's term to be renewed so that it would continue until 2026."

Alexandre Bompard said: "I am honored by the trust that the Board of Directors has placed in me. It can count on my determination to pursue our ambitions in terms of economic and financial performance, as well as uphold our CSR commitments. I will be unwavering in my pursuit of all of the objectives established under the Carrefour 2026 strategic plan, working alongside the 500,000 people who make up the Group, with a rigorous governance system in place."

⁽1) In compliance with the AFEP-MEDEF Code of Corporate Governance and the law, the Director representing employees is not included in this calculation.

CONTACTS

Investor Relations Sébastien Valentin, Anthony Guglielmo, Louise Brun Tel: +33 (0)1 64 50 79 81 Shareholder Relations Tel: 0 805 902 902 (toll-free in France)

Carrefour Press Office Tel: +33 (0)1 58 47 88 80 e-mail : presse\_groupe@carrefour.com

About the Carrefour Group

With a multi-format network of more than 14 000 stores close to 40 countries, the Carrefour Group is one of the world's leading food retailers. Carrefour recorded gross sales of €90.8 billion in 2022. Its network of integrated countries employs more than 335,000 people who contribute to making Carrefour the world leader in the transition to food for everyone, providing everybody with access to high-quality, affordable food every day, in all locations. Overall, there are more than 500,000 people working under the Carrefour banner worldwide. For more information, visit www.carrefour.com, or find us on Twitter (@news\_carrefour) and LinkedIn (Carrefour).