Obligation JONCTION 1.75% ( XS0934191114 ) en EUR

JONCTION

100 % ▼

France

XS0934191114 ( en EUR )

1.75% par an ( paiement annuel )

22/05/2019 - Obligation échue

Prospectus brochure de l'obligation Carrefour XS0934191114 en EUR 1.75%, échue

100 000 EUR

1 000 000 000 EUR

Carrefour est un groupe français de distribution international, l'un des leaders mondiaux du secteur, proposant une vaste gamme de produits alimentaires et non-alimentaires à travers ses différents formats de magasins.

L'Obligation émise par JONCTION ( France ) , en EUR, avec le code ISIN XS0934191114, paye un coupon de 1.75% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 22/05/2019

BASE PROSPECTUS
Dated 12 June 2012
12,000,000,000
Euro Medium Term Note Programme
Due from seven days from the date of original issue
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 21 July 2011 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 (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/EC (except as otherwise specified herein) (the "2010 PD Amending Directive"), (the
"Prospectus Directive").
PURSUANT TO ARTICLE 7(7) OF THE LUXEMBOURG PROSPECTUS ACT, BY APPROVING THIS BASE PROSPECTUS, THE CSSF GIVES
NO UNDERTAKING AS TO THE ECONOMIC AND FINANCIAL CHARACTERISTICS OF THE NOTES TO BE ISSUED HEREUNDER OR THE
QUALITY OR SOLVENCY OF THE ISSUER.
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 Luxembourg Stock Exchange and admitted to trading on the Luxembourg Stock Exchange's regulated
market (or any other stock exchange).
Notes of each Tranche (as defined in the "General Description of the Programme") of each Series (as defined in the "General Description of the
Programme") 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
Summary). 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 with or prior to the original issue date of the Tranche to 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 their
prevailing market conditions at the time of the issue of such Notes and will be set out in the relevant Final Terms.
In the case of any Notes which are to be admitted to trading on a regulated market within the European Economic Area or offered to the public in a Member
State of the European Economic Area in circumstances which require the publication of a prospectus under the Prospectus Directive, the minimum
denomination shall be 1,000 (or its equivalent in any other currency as at the date of issue of the Notes).
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 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.
Arranger for the Programme
BNP PARIBAS
Dealers
BARCLAYS
DEUTSCHE BANK
BNP PARIBAS
J.P. MORGAN
CITIGROUP
MORGAN STANLEY

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 page 97 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 accordingly.
2

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 Issuers 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 (as defined in "General Description of the Programme"). 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 amended or 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.
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
nor 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 (as defined in the "General Description of the Programme"),
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.
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
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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.
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TABLE OF CONTENTS
RESPONSIBILITY STATEMENT .................................................................................................................... 2
SUMMARY ....................................................................................................................................................... 6
RISK FACTORS .............................................................................................................................................. 13
GENERAL DESCRIPTION OF THE PROGRAMME ................................................................................... 18
DOCUMENTS INCORPORATED BY REFERENCE.................................................................................... 25
SUPPLEMENT TO THE BASE PROSPECTUS............................................................................................. 29
TERMS AND CONDITIONS OF THE NOTES ............................................................................................. 30
SUMMARY OF PROVISIONS RELATING TO THE NOTES WHILE IN GLOBAL FORM ...................... 50
USE OF PROCEEDS....................................................................................................................................... 55
DESCRIPTION OF THE ISSUER................................................................................................................... 56
SELECTED FINANCIAL INFORMATION OF THE ISSUER...................................................................... 57
RECENT DEVELOPMENTS.......................................................................................................................... 59
PRO FORMA FINAL TERMS FOR USE IN CONNECTION WITH ISSUES OF SECURITIES WITH A
DENOMINATION OF LESS THAN [100,000/50,000] TO BE ADMITTED TO TRADING ON AN
EU REGULATED MARKET AND/OR OFFERED TO THE PUBLIC IN THE EUROPEAN
ECONOMIC AREA ................................................................................................................................ 61
PRO FORMA FINAL TERMS FOR USE IN CONNECTION WITH ISSUES OF SECURITIES WITH A
DENOMINATION OF AT LEAST [100,000/50,000] TO BE ADMITTED TO TRADING ON AN EU
REGULATED MARKET ........................................................................................................................ 76
TAXATION...................................................................................................................................................... 89
SUBSCRIPTION AND SALE ......................................................................................................................... 92
GENERAL INFORMATION........................................................................................................................... 95
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SUMMARY
The following paragraph is to be read as an introduction to the Summary if the relevant Member State
has not implemented the changes to the Summary requirements under the 2010 PD Amending Directive
(as defined below)
This summary is provided for purposes of the issue of Notes of a denomination less than 50,000. Investors in
Notes of a denomination greater than 50,000 should not rely on this summary in any way and the Issuer
accepts no liability to such Investors. This summary must be read as an introduction to this Base Prospectus.
Any decision to invest in any Notes should be based on a consideration by any investor of this Base
Prospectus as a whole, including any documents incorporated by reference. The Issuer may have civil liability
in respect of this summary, if it is misleading, inaccurate or inconsistent to a significant extent when read
together with the other parts of this Base Prospectus.
Where a claim relating to information contained in this Base Prospectus is brought before a court in an EEA
State the plaintiff may, under the national legislation of the EEA State where the claim is brought, be required
to bear the costs of translating this Base Prospectus before the legal proceedings are initiated. Words and
expressions defined in "Terms and Conditions of the Notes" below shall have the same meanings in this
summary.
The following paragraph is to be read as an introduction to the Summary if the relevant Member State
has implemented the changes to the Summary requirements under the 2010 PD Amending Directive (as
defined below)
This summary is provided for purposes of the issue of Notes of a denomination less than 100,000. This
summary must be read as an introduction to this Base Prospectus and is provided as an aid to investors when
considering whether to invest in the Notes, but is not a substitute for the Base Prospectus. Any decision to
invest in the Notes should be based on a consideration by any investor of the Base Prospectus as a whole,
including any documents incorporated by reference and any supplement from time to time. Following the
implementation of the relevant provisions of the Prospectus Directive (Directive 2003/71/EC, as amended) in
each Member State of the European Economic Area (an "EEA State"), no civil liability will attach to the
Issuer in any such Member State solely on the basis of this summary, including any translation thereof, unless
it is misleading, inaccurate or inconsistent when read together with the other parts of this Base Prospectus or
it does not provide, when read together with the other parts of this Base Prospectus, key information in order
to aid investors when considering whether to invest in the Notes.
Where a claim relating to information contained in this Base Prospectus is brought before a court in a
European Economic Area State (an "EEA State"), the plaintiff may, under the national legislation of the EEA
State where the claim is brought, be required to bear the costs of translating this Base Prospectus before the
legal proceedings are initiated.
Words and expressions defined in "Terms and Conditions of the Notes" below shall have the same meanings
in this summary.
I. Description of the Issuer
Carrefour, a French société anonyme with an issued share capital
of 1,731,668,125 (divided into 692,667,250 ordinary shares of
2.50 each), was incorporated in France on 11 July 1959 for a
term expiring on 10 July 2058. It is registered under number
652 014 051 at the Nanterre registry of companies. Its registered
office is located at 33, avenue Emile Zola 92100 Boulogne-
Billancourt (telephone number +33 1 41 04 26 00).
The purpose of the Issuer is:

the creation, acquisition and operation, in France and
abroad, of stores for the sale of all articles, products,
foodstuffs or merchandise and, as required, the provision
within these stores of all services that may be of use to
customers;

the purchase, manufacture, sale, representation, packaging
and packing of said products, foodstuffs and merchandise;
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and

generally, any and all industrial, commercial, financial,
real estate and other operations related directly or
indirectly to this purpose, or which may facilitate the
performance of this purpose or ensure its development.
Carrefour is active in all types of retail distribution, primarily
food retailing including hypermarkets, supermarkets,
convenience stores, cash-and-carry and food service outlets and
franchise stores.
Carrefour is expanding two of its business lines abroad:
hypermarkets and supermarkets.
II. Key financial information of the Issuer
The financial information presented below has been extracted from the audited consolidated financial
statements as at and for the year ended 31 December 2011 of the Issuer. Please see the 2011 DR for further
financial information.
(in millions of euros)
For the year ended
For the year ended
31 December 2010
31 December 2011
Consolidated Income Statements
Net sales, net of loyalty programme
89,325
80,455
Total Income
91,513
82,764
Gross margin from current operations
19,873
17,852
Activity contribution
2,972
2,182
EBIT
1,836
(481)
Income before taxes
1,179
(1,238)
Total net income
568
404
Basic earnings per share (euro)
Net earnings per share from recurring operations 0.56
(3.35)
Net earnings per share from discontinued
0.08
3.91
operations
Net earnings per share Group share
0.64
0.56
Consolidated Statement of Financial Position
As at 31 December 2010
As at 31 December 2011
Non-current assets
33,440
28,676
Current assets
20,210
19,254
Total assets
53,650
47,931
Shareholders' equity
10,563
7,627
Non-current liabilities
14,605
14,198
Current liabilities
28,481
26,106
Total liabilities
53,650
47,931
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Consolidated Statement Cash-Flow Statement For the year ended
For the year ended
31 December 2010
31 December 2011
Net cash from operating activities
2,736
2,118
Net cash from investment activities
(2,307)
(398)
Net cash from financing activities
(344)
(1,170)
Net change in cash and cash equivalents
(29)
578
Cash and cash equivalents at beginning of year
3,300
3,271
Cash and cash equivalents at end of year
3,271
3,849
Change In Consolidated Shareholders' Equity
Shareholders' equity
10,563
7,627
III. Description of the Programme
Description:
Euro Medium Term Note Programme (the "Programme")
Size:
12,000,000,000 (or the equivalent in other currencies at the
date of issue) aggregate nominal amount of Notes outstanding at
any one time.
Arranger:
BNP Paribas
Dealers:
BNP Paribas, Barclays Bank PLC, Citigroup Global Markets
Limited, Deutsche Bank AG, London Branch, J.P. Morgan
Securities Ltd. and Morgan Stanley & Co. International plc.
Fiscal Agent, Principal Paying Agent
BNP Paribas Securities Services, Luxembourg Branch
and Registrar:
Paying Agent:
BNP Paribas Securities Services
Method of Issue:
The Notes will be issued on a syndicated or non-syndicated
basis. 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. Each Series
may be issued in tranches (each a "Tranche") on the same or
different issue dates. The specific terms of each Tranche (which
will be supplemented, where necessary, with supplemental
terms and conditions and, save in respect of the issue date, issue
price, first payment of interest and nominal amount of the
Tranche, will be identical to the terms of other Tranches of the
same Series) will be set out in the relevant final terms to this
Base Prospectus (the "Final Terms").
Issue Price:
Notes may be issued at their nominal amount or at a discount or
premium to their nominal amount. Partly Paid Notes may be
issued, the issue price of which will be payable in two or more
instalments.
Form of Notes:
The Notes may be issued in bearer form only ("Bearer Notes"),
in bearer form exchangeable for Registered Notes
("Exchangeable Bearer Notes") or in registered form only
("Registered Notes"). Each Tranche of Bearer Notes and
Exchangeable Bearer Notes will be represented on issue by
interests in a temporary global note in bearer form (each, a
"Temporary Global Note") if (i) definitive Notes are to be
made available to Noteholders following the expiry of 40 days
after their issue date or (ii) such Notes have an initial maturity
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of more than one year and are being issued in compliance with
the D Rules (as defined in "Summary Selling Restrictions"),
otherwise such Tranche will be represented by a permanent
global note in bearer form (each a "Permanent Global Note"
and together with the Temporary Global Notes, the "Global
Notes") without interest coupons. Registered Notes will be
represented by registered certificates ("Certificates"), one
Certificate being issued in respect of each Noteholder's entire
holding of Registered Notes of one Series. Certificates
representing Registered Notes that are registered in the name of
a nominee for one or more clearing systems are referred to as
"Global Certificates".
If the Global Notes are stated in the relevant Final Terms to be
issued in new global note ("NGN") form they may be intended
to be eligible collateral for Eurosystem monetary policy and the
Global Notes will be deposited with or prior to the original issue
date of the Tranche to a Common Safekeeper. Global Notes
which are not issued in NGN form and Certificates 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, (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.
Clearing Systems:
Clearstream, Luxembourg and/or Euroclear and/or Euroclear
France and/or in relation to any Tranche, such other clearing
system as may be agreed between the Issuer, the Fiscal Agent
and the relevant Dealer.
Currencies:
Subject to compliance with all relevant laws, regulations and
directives, Notes may be issued in any currency agreed between
the Issuer, and the relevant Dealers, including euros, U.S.
Dollars and Japanese Yen.
Maturities:
Subject to compliance with all relevant laws, regulations and
directives, any maturity equal to or greater than seven days.
Denominations:
Definitive Notes, if any, will be in such denominations as may
be specified in the relevant Final Terms, save that (i) (as this
document has not been approved by the relevant competent
authority of the Issuer's country of incorporation for the
purposes of the Prospectus Directive and the relevant
implementing measures in the Grand Duchy of Luxembourg) in
the case of any Notes admitted to trading on an EEA Regulated
Market or offered to the public within the territory of any EEA
State, in each case in circumstances which require the
publication of a prospectus under the Prospectus Directive and
the relevant implementing measures in the Grand Duchy of
Luxembourg, the minimum denomination shall be 1,000 (or its
equivalent in any other currency as at the date of issue of those
Notes); and (ii) unless otherwise permitted by then current laws
and regulations, Notes (including Notes denominated in
Sterling) having a maturity of less than one year and in respect
of which the issue proceeds are to be accepted by the Issuer in
the United Kingdom or whose issue otherwise constitutes a
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contravention of section 19 of the FSMA will have a minimum
denomination of £100,000 (or its equivalent in other
currencies).
Redemption Amount:
The relevant Final Terms will specify the basis for calculating
the redemption amounts payable. Unless permitted by then
current laws and regulations, Notes (including Notes
denominated in Sterling) having a maturity of less than one year
and in respect of which the issue proceeds are to be accepted by
the Issuer in the United Kingdom or whose issue otherwise
constitutes a contravention of section 19 of the FSMA must
have a minimum redemption amount of £100,000 (or its
equivalent in other currencies).
Status of Notes:
The obligations of the Issuer under the Notes may be
unsubordinated ("Unsubordinated Notes") or subordinated
("Subordinated Notes"). Unsubordinated Notes will constitute
unsubordinated and unsecured obligations of the Issuer and
Subordinated Notes will constitute subordinated and unsecured
obligations of the Issuer, all as described in "Terms and
Conditions of the Notes Status".
Negative Pledge:
There will be a negative pledge in respect of Unsubordinated
Notes as set out in Condition 4 see "Terms and Conditions of
the Notes Negative Pledge".
Events of Default (including cross
There will be Events of Default including a cross-default in
default):
respect of Unsubordinated Notes as set out in Condition 10
see "Terms and Conditions of the Notes Events of Default".
Optional Redemption:
The Final Terms issued in respect of each issue of Notes will
state whether such Notes may be redeemed prior to their stated
maturity at the option of the Issuer (either in whole or in part)
and/or the holders, and if so the terms applicable to such
redemption.
Early Redemption:
Except as provided in "Optional Redemption" above, Notes will
be redeemable at the option of the Issuer prior to maturity only
for tax reasons. See "Terms and Conditions of the Notes
Redemption, Purchase and Options".
Withholding Tax:
All payments of principal, interest and other revenues by or on
behalf of the Issuer in respect of the Notes shall be made free
and clear of, and without withholding or deduction for, any
taxes, duties, assessments or governmental charges of whatever
nature imposed, levied, collected, withheld or assessed by or
within France or any authority therein or thereof having power
to tax, unless such withholding or deduction is required by law.
Governing Law:
English law, except for the provisions of Condition 3(b) in
respect of subordination which are governed by, and shall be
construed in accordance with, French law.
Listing and Admission to Trading:
Application has been made for Notes issued under the
Programme to be admitted to trading on the Regulated Market
of the Luxembourg Stock Exchange and listed on the Official
List of the Luxembourg Stock Exchange and traded on the
Luxembourg Stock Exchange regulated market. Notes may also
be listed on additional or other stock exchange(s), as set out in
the relevant Final Terms. Unlisted Notes may also be issued.
The Final Terms for each issue will state whether or not, and on
what exchange(s), the Notes are to be listed.
Reasons for the Offer:
The net proceeds of the issue of Notes will be used for the
general financing purposes of the Group.
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Document Outline

#1">Carrefour Prospectus 2012_FINAL VERSION.docx