Obligation Carrefour 6.125% ( FR0000480691 ) en EUR

Carrefour

100 % ⇌

France

FR0000480691 ( en EUR )

6.125% par an ( paiement annuel )

26/05/2010 - Obligation échue

Prospectus brochure de l'obligation Carrefour FR0000480691 en EUR 6.125%, échue

L'Obligation émise par Carrefour ( France ) , en EUR, avec le code ISIN FR0000480691, paye un coupon de 6.125% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 26/05/2010

BASE PROSPECTUS
Dated 22 May 2015
12,000,000,000
Euro Medium Term Note Programme
Under the Euro Medium Term Note Programme (the "Programme") described in this base prospectus (the "Base Prospectus"), Carrefour
("Carrefour" or the "Issuer"), subject to compliance with all relevant laws, regulations and directives, may from time to time issue Euro Medium
Term Notes (the "Notes"). The aggregate nominal amount of Notes outstanding will not at any time exceed 12,000,000,000 (or the equivalent in other
currencies).
This Base Prospectus supersedes and replaces the base prospectus dated 22 May 2014 prepared in relation to the Programme.
This Base Prospectus has been approved by the Commission de Surveillance du Secteur Financier (the "CSSF") in its capacity as competent authority
under the Luxembourg Act dated 10 July 2005 relating to prospectuses for securities, as amended (the "Luxembourg Prospectus Act"), as a base
prospectus for the purposes of Article 5.4 of Directive 2003/71/EC (as amended by Directive 2010/73/EU (the "2010 PD Amending Directive")) (the
"Prospectus Directive").
BY APPROVING THIS BASE PROSPECTUS, THE CSSF GIVES NO UNDERTAKING AS TO THE ECONOMIC AND FINANCIAL
SOUNDNESS OF THE TRANSACTION AND THE QUALITY OR SOLVENCY OF THE ISSUER IN LINE WITH THE PROVISIONS OF
ARTICLE 7 (7) OF THE LUXEMBOURG LAW ON PROSPECTUSES FOR SECURITIES.
Application has been made to the Luxembourg Stock Exchange for the Notes issued under the Programme to be admitted to trading on the Luxembourg
Stock Exchange's regulated market and to be listed on the Official List of the Luxembourg Stock Exchange (the "Official List"). The Luxembourg Stock
Exchange's regulated market is a regulated market for the purposes of Directive 2004/39/EC of the European Parliament and of the Council on
markets in financial instruments. However, unlisted Notes may be issued pursuant to the Programme. The relevant Final Terms in respect of the issue
of any Notes will specify whether or not such Notes will be listed on the Official List of the Luxembourg Stock Exchange and admitted to trading on the
Luxembourg Stock Exchange's regulated market (or any other stock exchange).
The Notes will be issued in series (each a "Series") having one or more issue dates and on terms otherwise identical (or identical other than in respect
of the first payment of interest), the Notes of each Series being intended to be interchangeable with all other Notes of that Series. Notes of each Tranche
(as defined in the "Terms and Conditions of the Notes") of each Series of Notes in bearer form will initially be represented by a temporary global note
in bearer form (each a "Temporary Global Note") without coupons. The Temporary Global Notes will each be either exchangeable for interests in a
permanent global note in bearer form (each a "Permanent Global Note" and together with the Temporary Global Notes, the "Global Notes") or for
definitive Notes as specified in the relevant Final Terms (as defined in the "Terms and Conditions of the Notes"). Notes in registered form will be
represented by registered certificates (each a "Certificate"), one Certificate being issued in respect of each Noteholder's entire holding of Registered
Notes of one Series. If the Global Notes are stated in the relevant Final Terms to be issued in new global note ("NGN") form ("New Global Notes" or
"NGNs") they may be intended to be eligible collateral for Eurosystem monetary policy and the Global Notes will be deposited, on or prior to the
original issue date of the Tranche, with a common safekeeper (the "Common Safekeeper") for Euroclear Bank S.A./N.V., ("Euroclear") and
Clearstream Banking, société anonyme ("Clearstream, Luxembourg"). Global Notes and Certificates which are not issued in NGN form ("Classic
Global Notes" or "CGNs") may (a) in the case of a Tranche intended to be cleared through Euroclear and/or Clearstream, Luxembourg, be deposited
on the issue date with a common depositary on behalf of Euroclear and Clearstream, Luxembourg (the "Common Depositary") and (b) in the case of a
Tranche of Notes intended to be cleared through Euroclear France, be deposited on the issue date with Euroclear France acting as central depositary
and (c) in the case of a Tranche intended to be cleared through a clearing system other than or in addition to Euroclear, Clearstream, Luxembourg and
Euroclear France or delivered outside a clearing system, be deposited as agreed between the Issuer and the relevant Dealer (as defined below).
The price and the amount of the relevant Notes to be issued under the Programme will be determined by the Issuer and the Relevant Dealer based on
the prevailing market conditions at the time of the issue of such Notes and will be set out in the relevant Final Terms. Notes may be issued at their
nominal amount or at a discount or premium to their nominal amount.
The minimum denomination of the Notes shall be 100,000 (or its equivalent in any other currency as at the date of issue of the Notes).
The Programme has been rated "BBB+" for long-term debt by Standard & Poor's Credit Market Services France SAS ("S&P"). On its website, S&P
summarises the general meaning of its credit rating opinions as follows: "Obligations rated "BBB" by S&P are considered more subject to adverse
economic conditions than obligations in higher-rated categories. However, the obligor's capacity to meet its financial commitments on the obligations
is still adequate. The modifier "+" indicates that the obligation has a relatively positive standing within its generic rating category." Notes issued
under the Programme may, or may not, be rated. The rating (if any) may be specified in the relevant Final Terms. The relevant Final Terms will specify
whether or not such credit ratings are issued by a credit rating agency established in the European Union and registered under Regulation (EC) No
1060/2009 (as amended) on credit rating agencies ("CRA Regulation"). If such credit rating agency is registered under the CRA Regulation, the Final
Terms shall specify that such credit rating agency is included in the list of credit rating agencies published by the European Securities and Market
Authority on its website in accordance with the CRA Regulation. A rating is not a recommendation to buy, sell or hold securities and may be subject to
suspension, change, or withdrawal at any time by the assigning rating agency.
Prospective investors should have regard to the factors described under the section headed "Risk Factors" in this Base Prospectus. This Base
Prospectus does not describe all of the risks of an investment in the Notes.
Arranger and Dealer for the Programme
BNP PARIBAS

RESPONSIBILITY STATEMENT
This Base Prospectus has been prepared for the purpose of giving information with regard to the Issuer and to
the Issuer and its consolidated subsidiaries (including those consolidated by the equity method) taken as a
whole (the "Group") and the Notes. The Issuer (whose registered office appears on the back cover of this
document), having taken all reasonable care to ensure that such is the case, confirms that the information
contained in this Base Prospectus is, to the best of its knowledge, in accordance with the facts and contains no
omission likely to affect its import. The Issuer accepts responsibility for the information contained in this
Base Prospectus and the Final Terms for each Tranche of Notes issued under the Programme accordingly.
ii

This Base Prospectus comprises a prospectus for the purposes of Article 5.4 of the Prospectus Directive and
for the purpose of giving information with regard to the Group and the Notes which, according to the
particular nature of the Issuer and the Notes, is necessary to enable investors to make an informed
assessment of the assets and liabilities, financial position, profit and losses and prospects of the Issuer.
No person has been authorised to give any information or to make any representation other than those
contained in this Base Prospectus in connection with the issue or sale of the Notes and, if given or made, such
information or representation must not be relied upon as having been authorised by the Issuer or any of the
Dealers or the Arranger. Neither the delivery of this Base Prospectus nor any sale made in connection
herewith shall, under any circumstances, create any implication that there has been no change in the affairs
of the Issuer since the date hereof or the date upon which this Base Prospectus has been most recently
supplemented or that there has been no adverse change in the financial position of the Issuer or the Group
since the date hereof or the date upon which this Base Prospectus has been most recently amended or
supplemented or that any other information supplied in connection with the Programme is correct as of any
time subsequent to the date on which it is supplied or, if different, the date indicated in the document
containing the same.
In this Base Prospectus "Arranger" and "Permanent Dealer" means BNP Paribas and "Dealer" means any
Permanent Dealer or any further dealer appointed in connection with the Programme or with any specific
issue of Notes.
The distribution of this Base Prospectus and the offering or sale of the Notes in certain jurisdictions may be
restricted by law. Persons into whose possession this Base Prospectus comes are required by the Issuer, the
Dealers and the Arranger to inform themselves about and to observe any such restriction. The Notes have not
been and will not be registered under the United States Securities Act of 1933 as amended (the "Securities
Act") or with any securities regulatory authority of any state or other jurisdiction of the United States, and
the Notes may include Notes in bearer form that are subject to U.S. tax law requirements. Subject to certain
exceptions, Notes may not be offered, sold or delivered within the United States or to U.S. persons as defined
in the U.S. External Revenue Code of 1986, as amended, and regulations thereunder. For a description of
certain restrictions on offers and sales of Notes and on distribution of this Base Prospectus, see "Subscription
and Sale".
This Base Prospectus does not constitute an offer of, or an invitation by or on behalf of the Issuer or the
Dealers to subscribe for, or purchase, any Notes.
To the fullest extent permitted by law, none of the Dealers or the Arranger accept any responsibility for the
contents of this Base Prospectus or for any other statement, made or purported to be made by the Arranger or
a Dealer or on its behalf in connection with the Issuer or the issue and offering of any Notes. The Arranger
and each Dealer accordingly disclaims all and any liability whether arising in tort or contract or otherwise
(save as referred to above) which it might otherwise have in respect of this Base Prospectus or any such
statement. Neither this Base Prospectus nor any other financial statements are intended to provide the basis
of any credit or other evaluation and should not be considered as a recommendation by any of the Issuer, the
Arranger or the Dealers that any recipient of this Base Prospectus or any other financial statements should
purchase the Notes. Each potential purchaser of Notes should determine for itself the relevance of the
information contained in this Base Prospectus and its purchase of Notes should be based upon such
investigation as it deems necessary. None of the Dealers or the Arranger undertakes to review the financial
condition or affairs of the Issuer during the life of the arrangements contemplated by this Base Prospectus or
to advise any investor or potential investor in the Notes of any information coming to the attention of any of
the Dealers or the Arranger.
In connection with the issue of any Tranche, the Dealer or Dealers (if any) named as the stabilising
manager(s) (the "Stabilising Manager(s)") (or any person acting for the Stabilising Manager(s)) in the
applicable Final Terms may over-allot Notes or effect transactions with a view to supporting the market
price of the relevant Notes at a level higher than that which might otherwise prevail. However, there is no
assurance that the Stabilising Manager(s) (or persons acting on behalf of a Stabilising Manager) will
undertake stabilisation action. Any stabilisation action may begin on or after the date on which adequate
public disclosure of the final terms of the offer of the relevant Tranche of Notes is made and, if begun, may
be ended at any time, but it must end no later than the earlier of 30 days after the issue date of the relevant
Tranche of Notes and 60 days after the date of the allotment of the relevant Tranche of Notes. Any
stabilisation action or over-allotment must be conducted by the relevant Stabilising Manager(s) (or
person(s) acting on behalf of any Stabilising Manager(s)) in accordance with all applicable laws and rules.
iii

In this Base Prospectus, unless otherwise specified or the context otherwise requires, references to "",
"Euro" or "euro" are to the single currency of the participating member states of the European Union which
was introduced on 1 January 1999, references to "£", "pounds sterling" and "Sterling" are to the lawful
currency of the United Kingdom references to"¥", "Yen", "yen" and "Japanese Yen" are to the lawful
currency of Japan, references to the "U.S." and the "United States" are to the United States of America and
references to "U.S.$" and "U.S. Dollars" are to the lawful currency of the United States of America.
Unless otherwise specified or the context so requires, references in this Base Prospectus to "m" are to units
of millions, and "bn" are to units of billions.
iv

TABLE OF CONTENTS
RESPONSIBILITY STATEMENT .................................................................................................................... ii
RISK FACTORS ................................................................................................................................................ 1
DOCUMENTS INCORPORATED BY REFERENCE...................................................................................... 6
SUPPLEMENT TO THE BASE PROSPECTUS............................................................................................. 10
GENERAL DESCRIPTION OF THE PROGRAMME ....................................................................................11
TERMS AND CONDITIONS OF THE NOTES ............................................................................................. 16
OVERVIEW OF PROVISIONS RELATING TO THE NOTES WHILE IN GLOBAL FORM ..................... 37
USE OF PROCEEDS....................................................................................................................................... 42
DESCRIPTION OF THE ISSUER................................................................................................................... 43
RECENT DEVELOPMENTS.......................................................................................................................... 44
FORM OF FINAL TERMS.............................................................................................................................. 45
TAXATION...................................................................................................................................................... 56
SUBSCRIPTION AND SALE ......................................................................................................................... 59
GENERAL INFORMATION........................................................................................................................... 62
v

RISK FACTORS
The Issuer believes that the following factors may affect its ability to fulfil its obligations under Notes issued
under the Programme. All of these factors are contingencies which may or may not occur and the Issuer is not
in a position to express a view on the likelihood of any such contingency occurring.
Factors which the Issuer believes may be material for the purpose of assessing the market risks associated
with Notes issued under the Programme are also described below.
The Issuer believes that the factors described below represent the principal risks inherent in investing in
Notes issued under the Programme. Prospective investors should read the detailed information set out
elsewhere in this Base Prospectus (including any documents deemed to be incorporated by reference herein)
and reach their own views prior to making any investment decision. The inability of the Issuer to pay interest,
principal, or other amounts on or in connection with any Notes may occur for other reasons which may not be
considered significant risks by the Issuer based on information currently available to it or which it may not
currently be able to anticipate.
Factors that may affect the Issuer's ability to fulfil its obligations under Notes issued under the
Programme
For a description of the risks that may affect the Issuer's ability to fulfil its obligations issued under the
Programme, please see the section headed "Documents Incorporated by Reference" on pages 6 to 9 of this
Base Prospectus.
Factors which are material for the purpose of assessing the market risks associated with Notes issued
under the Programme
The trading market for debt securities may be volatile and may be adversely impacted by many events.
The market for debt securities issued by issuers is influenced by economic and market conditions and, to
varying degrees, interest rates, currency exchange rates and inflation rates in other European and other
industrialised countries. There can be no assurance that events in France, Europe or elsewhere will not cause
market volatility or that such volatility will not adversely affect the price of Notes or that economic and
market conditions will not have any other adverse effect.
An active trading market for the Notes may not develop.
There can be no assurance that an active trading market for the Notes will develop, or, if one does develop,
that it will be maintained. If an active trading market for the Notes does not develop or is not maintained, the
market or trading price and liquidity of the Notes may be adversely affected. The Issuer and any of its
subsidiaries are entitled to buy the Notes, as described in Condition 6(i), and the Issuer may issue further
Notes, as described in Condition 13. Such transactions may favourably or adversely affect the price
development of the Notes. If additional and competing products are introduced in the markets, this may
adversely affect the value of the Notes.
Minimum Specified Denominations
In relation to any issue of Notes which have a denomination consisting of the minimum Specified
Denomination plus a higher integral multiple of another smaller amount, it is possible that the Notes may be
traded in amounts in excess of the minimum Specified Denomination that are not integral multiples of the
minimum Specified Denomination. In such a case a Noteholder who, as a result of trading such amounts,
holds a principal amount of less than the minimum Specified Denomination will not receive a definitive Note
in respect of such holding (should definitive Notes be printed) and would need to purchase a principal amount
of Notes such that it holds an amount equal to one or more Specified Denominations.
The Notes may be redeemed prior to maturity.
Unless in the case of any particular Tranche of Notes the relevant Final Terms specify otherwise, in the event
that the Issuer would be obliged to increase the amounts payable in respect of any Notes due to any
withholding or deduction for or on account of, any present or future taxes, duties, assessments or
governmental charges of whatever nature imposed, levied, collected, withheld or assessed by or on behalf of
the jurisdiction of the Issuer or a political subdivision thereof or any authority therein or thereof having power
to tax, the Issuer may redeem all outstanding Notes in accordance with the Conditions.
1

Any early redemption at the option of the Issuer, if provided for in any Final Terms for a particular issue of
Notes, could cause the yield received by Noteholders to be considerably less than anticipated.
The Final Terms for a particular issue of Notes may provide for early redemption at the option of the Issuer
including a Redemption of Residual Outstanding Notes at the Option of the Issuer as described in
Condition 6(e) or a Make-Whole Redemption by the Issuer as described in Condition 6(f). As a consequence,
the yields received upon redemption may be lower than expected, and the redemption price of the Notes may
be lower than the purchase price for the Notes paid by the Noteholder. In such a case, part of the capital
invested by the Noteholder may be lost, so that the Noteholder would not receive the total amount of the
capital invested.
In addition, investors that choose to reinvest monies they receive through an early redemption may be able to
do so only in securities with a lower yield than the redeemed Notes.
The existence of these early redemption options in a particular Series of Notes could limit the market value of
such Notes.
In particular, with respect to the Redemption of Residual Outstanding Notes at the Option of the Issuer
(Condition 6(e)), there is no obligation on the Issuer to inform investors if and when the Minimum Percentage
(as defined in the relevant Final Terms) has been reached or is about to be reached, and the Issuer's right to
redeem will exist notwithstanding that immediately prior to the serving of a notice in respect of the exercise
of the Redemption of Residual Outstanding Notes at the Option of the Issuer the Notes may have been trading
significantly above par, thus potentially resulting in a loss of capital invested.
Investors will not be able to calculate in advance their rate of return on Floating Rate Notes.
A key difference between Floating Rate Notes and Fixed Rate Notes is that interest income on Floating Rate
Notes cannot be anticipated. Due to varying interest income, investors are not able to determine a definite
yield of Floating Rate Notes at the time they purchase them, so that their return on investment cannot be
compared with that of investments having longer fixed interest periods. If the terms and conditions of the
Notes provide for frequent interest payment dates, investors are exposed to the reinvestment risk if market
interest rates decline. That is, investors may reinvest the interest income paid to them only at the relevant
lower interest rates then prevailing.
Zero Coupon Notes are subject to higher price fluctuations than non-discounted bonds.
Changes in market interest rates have a substantially stronger impact on the prices of Zero Coupon Notes than
on the prices of ordinary Notes because the discounted issue prices are substantially below par. If market
interest rates increase, Zero Coupon Notes can suffer higher price losses than other Notes having the same
maturity and credit rating. Due to their leverage effect, Zero Coupon Notes are a type of investment
associated with a particularly high price risk.
Exchange rate risks and exchange controls.
The Issuer will pay principal and interest on the Notes in the Specified Currency. This presents certain risks
relating to currency conversions if an investor's financial activities are denominated principally in a currency
or currency unit (the "Investor's Currency") other than the Specified Currency. These include the risk that
exchange rates may significantly change (including changes due to devaluation of the Specified Currency or
revaluation of the Investor's Currency) and the risk that authorities with jurisdiction over the Investor's
Currency may impose or modify exchange controls. An appreciation in the value of the Investor's Currency
relative to the Specified Currency would decrease (1) the Investor's Currency-equivalent yield on the Notes,
(2) the Investor's Currency-equivalent value of the principal payable on the Notes and (3) the Investor's
Currency-equivalent market value of the Notes.
Government and monetary authorities may impose (as some have done in the past) exchange controls that
could adversely affect an applicable exchange rate. As a result, investors may receive less interest or principal
than expected, or no interest or principal.
Legality of Purchase
Neither the Issuer, the Dealer(s) nor any of their respective affiliates has or assumes responsibility for the
lawfulness of the acquisition of the Notes by a prospective investor in the Notes, whether under the laws of
the jurisdiction of its incorporation or the jurisdiction in which it operates (if different), or for compliance by
that prospective investor with any law, regulation or regulatory policy applicable to it.
2

Regulatory Restrictions
Investors whose investment activities are subject to investment laws and regulations or to review or regulation
by certain authorities may be subject to restrictions on investments in certain types of debt securities.
Investors should review and consider such restrictions prior to investing in the Notes.
Change of law
The conditions of the Notes are based on the laws of England and Wales in effect at the date of this Base
Prospectus. No assurance can be given as to impact of any possible judicial decision or change to the laws or
administrative practice of England and Wales after the date of this Base Prospectus.
Credit or corporate ratings may not reflect all risks
One or more independent rating agencies may assign ratings to the Notes and/or the Issuer. The ratings may
not reflect the potential risk related to the structure, market, additional factors discussed in this section, and
other factors that may affect the value of the Notes or the standing of the Issuer. A credit rating and/or a
corporate rating is not a recommendation to buy, sell or hold securities and may be revised or withdrawn by
the rating agency at any time.
Potential Conflicts of Interest
Certain of the Dealers and their affiliates have engaged, and may in the future engage, in investment banking
and/or commercial banking transactions with, and may perform services for, the Issuer and its affiliates in the
ordinary course of business. In addition, in the ordinary course of their business activities, the Dealers and
their affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or
related derivative securities) and financial instruments (including bank loans) for their own account and for
the accounts of their customers. Such investments and securities activities may involve securities and/or
instruments of the Issuer or its affiliates. Certain of the Dealers or their affiliates that have a lending
relationship with the Issuer routinely hedge their credit exposure to the Issuer consistent with their customary
risk management policies. Typically, such Dealers and their affiliates would hedge such exposure by entering
into transactions which consist of either the purchase of credit default swaps or the creation of short positions
in securities, including potentially the Notes issued under the Programme. Any such short positions could
adversely affect future trading prices of Notes issued under the Programme. The Dealers and their affiliates
may also make investment recommendations and/or publish or express independent research views in respect
of such securities or financial instruments and may hold, or recommend to clients that they acquire, long
and/or short positions in such securities and instruments.
Taxation
Potential purchasers and sellers of the Notes should be aware that they may be required to pay taxes or other
documentary charges or duties in accordance with the laws and practices of the country where the Notes are
transferred or other jurisdictions. In some jurisdictions, no official statements of the tax authorities or court
decisions may be available for financial instruments such as the Notes. Potential investors are advised not to
rely upon the tax overview contained in this Base Prospectus and/or in the Final Terms but to ask for their
own tax adviser's advice on their individual taxation with respect to the acquisition, holding, sale and
redemption of the Notes. Only these advisers are in a position to duly consider the specific situation of the
potential investor. This risk factor must be read in connection with the taxation sections of this Base
Prospectus.
EU Savings Directive
Directive 2003/48/EC regarding the taxation of savings income (the "Savings Directive") requires Member
States, subject to a number of conditions being met, to provide to the tax authorities of other Member States
details of payments of interest and other similar income made by a paying agent located within their
jurisdiction to an individual resident in that other Member State, except that, for a transitional period, Austria
instead withholds an amount on interest payments unless the relevant beneficial owner of such payment elects
otherwise and authorises the paying agent to disclose the above information (see "Taxation EU Taxation").
Luxembourg elected out of the withholding tax system in favour of an automatic exchange of information
under the Savings Directive with effect as from 1 January 2015.
If a payment were to be made or collected through a Member State which has opted for a withholding system
and an amount of, or in respect of, tax were to be withheld from that payment, neither the Issuer nor any
Paying Agent nor any other person would be obliged to pay additional amounts with respect to any Note as a
result of the imposition of such withholding tax. If a withholding tax is imposed on a payment made by a
3

Paying Agent, the Issuer will be required to maintain a Paying Agent in a Member State that will not be
obliged to withhold or deduct tax pursuant to the Savings Directive.
The Council of the European Union has adopted a Directive (the "Amending Directive") which will, when
implemented, amend and broaden the scope of the requirements described above. The Amending Directive
will expand the range of payments covered by the Savings Directive, in particular to include additional types
of income payable on securities, and the circumstances in which payments must be reported or paid subject to
withholding. For example, payments made to (or for the benefit of) (i) an entity or legal arrangement
effectively managed in an EU Member State that is not subject to effective taxation, or (ii) a person, entity or
legal arrangement established or effectively managed outside of the EU (and outside any third country or
territory that has adopted similar measures to the Savings Directive) which indirectly benefit an individual
resident in an EU Member State, may fall within the scope of the Savings Directive, as amended. The
Amending Directive requires EU Member States to adopt national legislation necessary to comply with it by 1
January 2016, which legislation must apply from 1 January 2017. It has been announced, however, that the
Savings Directive may be repealed in due course in order to avoid overlap with Council Directive
2011/16/EU on administrative cooperation in the field of taxation (as amended by Council Directive
2014/107/EU), pursuant to which Member States will generally be required to apply new measures on
mandatory automatic exchange of information from 1 January 2016 (except that Austria is allowed to start
applying these measures up to one year later).
The proposed financial transactions tax ("FTT")
The European Commission has published a proposal for a directive for a common FTT in Belgium, Germany,
Estonia, Greece, Spain, France, Italy, Austria, Portugal, Slovenia and Slovakia (the "Participating Member
States").
The proposed FTT has very broad scope and could, if introduced in its current form, apply to certain dealings
in the Notes (including secondary market transactions) in certain circumstances. Primary market transactions
referred to in Article 5(c) of Regulation (EC) No 1287/2006 are exempt.
In May 2014, however, a joint statement by ministers of the Participating Member States (excluding Slovenia)
proposed a "progressive implementation" of the FTT, with the initial focus applying the tax to transactions in
shares and some derivatives. In January 2015, a joint statement by ministers of the Participating Member
States (excluding Greece) renewed their commitment to reach an agreement on the proposal of a directive
implementing an enhanced cooperation in the area of a FTT and reiterated their willingness to create the
conditions necessary to implement the FTT on 1st January 2016.
Under current proposals the FTT could apply in certain circumstances to persons both within and outside of
the Participating Member States. Generally, it would apply to certain dealings in the Notes where at least one
party is a financial institution, and at least one party is established in a Participating Member State. A financial
institution may be, or be deemed to be, "established" in a Participating Member State in a broad range of
circumstances, including (a) by transacting with a person established in a Participating Member State or (b)
where the financial instrument which is subject to the dealings is issued in a Participating Member State.
Joint statements issued by participating Member States indicate an intention to implement the FTT by 1
January 2016.However, the FTT proposal remains subject to negotiation between the Participating Member
and the scope of any such tax is uncertain. Additional EU Member States may decide to participate.
Prospective holders of the Notes are advised to seek their own professional advice in relation to the FTT.
U.S. Foreign Account Tax Compliance Withholding
Pursuant to the foreign account tax compliance provisions of the Hiring Incentives to Restore Employment
Act of 2010 ("FATCA"), the Issuer, and other non-U.S. financial institutions through which payments on the
Notes are made, may be required to withhold U.S. tax at a rate of 30 per cent. on all, or a portion of, payments
made after 31 December 2016 in respect of (i) any Notes issued or materially modified on or after the date
that is six months after the date on which the final regulations applicable to "foreign passthru payments" are
filed with the Federal Register and (ii) any Notes which are treated as equity for U.S. federal tax purposes,
whenever issued. This withholding tax may be triggered on payments on the Notes if (i) the Issuer is a foreign
financial institution ("FFI") (as defined in FATCA) which enters into and complies with an agreement with
the U.S. Internal Revenue Service ("IRS") to provide certain information on its account holders (making the
Issuer a "Participating FFI"), (ii) the Issuer is required to withhold on "foreign passthru payments", and
(iii)(a) an investor does not provide information sufficient for the relevant Participating FFI to determine
whether the investor is subject to withholding under FATCA, or (b) any FFI through which payment on such
Notes is made is not a Participating FFI or otherwise exempt from FATCA withholding.
4

The application of FATCA to interest, principal or other amounts paid with respect to the Notes is not clear. In
particular, France has entered into an intergovernmental agreement with the United States (the "U.S.-France
IGA") to help implement FATCA for certain French entities. The full impact of such an agreement on the
Issuer and the Issuer's reporting and withholding responsibilities under FATCA is unclear. Such an agreement
may change the applicable definitions under FATCA, which could impact the Issuer's status as an FFI. If the
Issuer is treated as an FFI under the U.S.-France IGA, the Issuer may be required to report certain information
on its U.S. account holders to the government of France in order (i) to obtain an exemption from FATCA
withholding on payments it receives and/or (ii) to comply with any applicable French law. It is not yet certain
how the United States and France will address withholding on "foreign passthru payments" (which may
include payments on the Notes) or if such withholding will be required at all.
If an amount in respect of U.S. withholding tax were to be deducted or withheld from interest, principal or
other payments on the Notes as a result of FATCA, none of the Issuer, any paying agent or any other person
would, pursuant to the Terms and Conditions of the Notes be required to pay additional amounts as a result of
the deduction or withholding of such tax. As a result, investors may receive less interest or principal than
expected. Holders of the Notes should consult their own tax advisers on how these rules may apply to
payments they receive under the Notes.
FATCA IS PARTICULARLY COMPLEX AND ITS APPLICATION TO THE ISSUER, THE NOTES
AND THE HOLDERS IS UNCERTAIN AT THIS TIME. EACH HOLDER OF NOTES SHOULD
CONSULT ITS OWN TAX ADVISER TO OBTAIN A MORE DETAILED EXPLANATION OF
FATCA AND TO LEARN HOW FATCA MIGHT AFFECT EACH HOLDER IN ITS OWN
PARTICULAR CIRCUMSTANCE. THE ISSUER ACCEPTS NO RESPONSIBILITY WITH
REGARD TO HOW THIS LEGISLATION MIGHT AFFECT EACH HOLDER AND IS NOT
PROVIDING ANY ADVICE IN RELATION TO THIS LEGISLATION.
French Insolvency Law
Under French insolvency law, notwithstanding any clause to the contrary, holders of debt securities
(obligations) are automatically grouped into a single assembly of holders (the "Assembly") in order to defend
their common interests if a preservation procedure (procédure de sauvegarde), an accelerated preservation
procedure (procédure de sauvegarde accélérée), an accelerated financial preservation procedure (procédure
de sauvegarde financière accélérée) or a judicial reorganisation procedure (procédure de redressement
judiciaire) is opened in France with respect to the Issuer. The Assembly will comprise all holders of debt
securities (obligations) issued by the Issuer (including the Notes), whether or not under the Programme and
regardless of their governing law. The Assembly will deliberate on the draft preservation plan (projet de plan
de sauvegarde), draft accelerated preservation plan (projet de plan de sauvegarde accélérée), draft accelerated
financial preservation plan (projet de plan de sauvegarde financière accélérée) or judicial reorganisation plan
(projet de plan de redressement) prepared in relation to the Issuer and may further agree to:

increase the liabilities (charges) of such holders of debt securities (including the Noteholders) by
rescheduling and/or writing-off debts;

decide to convert such debt securities (including the Notes) into shares or securities that give or may
give rights to share capital; and/or

establish an unequal treatment between holders of debt securities (including the Noteholders) as
appropriate under the circumstances.
Decisions of the Assembly will be taken by a two-third majority (calculated as a proportion of the amount of
debt securities held by the holders attending such Assembly or represented thereat). No quorum is required to
convoke the Assembly. Holders whose rights are not modified by the proposed plan do not participate in the
vote. For the avoidance of doubt, the provisions relating to the meetings of the Noteholders described in this
Base Prospectus and contained in the Agency Agreement will not be applicable in these circumstances.
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#1">Carrefour EMTN Update 2015 Prospectus.docx