CARREFOUR CODE OF BUSINESS CONDUCT

CARREFOUR CODE OF BUSINESS CONDUCT

Our Code of Business Conduct defines the way we do retail. Dear colleagues, Being in retail, and in contact with millions of customers on a daily basis and thousands of partners across the world, brings certain responsibilities which we must assume in an exemplary manner. It goes to the heart of our company s image and the confidence we inspire in others. Each one of us is a representative of our brand and in this way helps build our reputation. For this reason, Carrefour has decided to formalise its Code of Business Conduct and bring it to everyone s attention. Comprising ten core principles, this code provides a framework in which we conduct our business and prioritises respect for ethics and for the law. It describes the behaviour expected from each employee, regardless of the place or entity in which he or she works. The code engages our sense of individual responsibility. Applying this code will reinforce the development of a culture of trust and integrity within the company. It will be for each employee a source of pride and reassurance that they work for a responsible company. I am counting on each of you to ensure, in all circumstances, respect for the principles of our Code of Business Conduct. Your exemplary behaviour is essential for the success of our business and for guaranteeing long lasting commercial relations and partnerships. You can, of course, count on me to respect and to ensure the respect of this code at all levels of our company. This being the prerequisite to become the preferred retailer. Lars Olofsson Chief Executive Officer & Board Member 1

A CODE OF CONDUCT THAT SERVES OUR AMBITION AND OUR VALUES

Our ambition: to become the preferred retailer. Everywhere we operate, we are doing everything possible to delight our customers and consumers, and help them enjoy better quality lives every day. Three values bring us closer to our clients and consumers. They reflect our personality and guide us in our daily activities. COMMITTED: we constantly strive to exceed expectations, to bring more added-value and to find new solutions for a better quality of life. CARING: we are forever attentive and listen to our customers. We welcome them into our stores and meet their needs with kindness, conviviality and precision. POSITIVE: we face every challenge with energy and enthusiasm, and are in constant search for new ideas to delight the lives of our customers and consumers. 3

EXEMPLARY PRACTICES FOR RESPONSIBLE AND SUSTAINABLE GROWTH

This code aims to formalise both a framework in which the Carrefour Group can carry out its business and the ethical framework in which all employees of the Carrefour Group must carry out their professional activities on a daily basis. We must inspire confidence and respect through exemplary practices to ensure responsible and sustainable growth. Each person must know and respect this code, what it says and what it means, regardless of their position within the company, and show thought, common sense and good judgment in its application. Management must set the standard through its behaviour and be committed to the promotion of a culture of confidence and integrity at the heart of the Group. No performance target can be imposed nor accepted, if its realisation implies the breach of the company s ethical principles. Our guiding principles and conduct are also in keeping with the Carrefour Group s continued commitment to the respect and promotion of fundamental principles, notably: the Universal Declaration of Human Rights; the International Labour Organization Conventions, in particular those concerning the prohibition of child labour and forced labour; the OECD guiding principles, in particular the fight against corruption; the ten principles of the UN Global Compact; the International Agreement of May 2001 with the UNI (Union Network International). Carrefour has also adopted procedures to ensure that its main suppliers and sub-contractors respect these fundamental principles and conventions, in particular, the Carrefour Social Charter for our suppliers. 5

OUR PRINCIPLES OF BUSINESS CONDUCT

1 Strictly respect the law 2 Contribute to a safe and healthy working environment 3 Commit to diversity and good working conditions 4 Protect the Group s assets and resources 5 Guarantee confidentiality 6 Avoid conflicts of interest 7 Refuse all forms of corruption 8 Develop loyal and transparent business practices 9 Provide reliable and accurate reporting 10 Be an ambassador of the Carrefour brand 7

STRICTLY RESPECT THE LAW Carrefour provides an appropriate training programme for its employees, enabling them to acquire the necessary legal understanding for their work. All employees must acquire sufficient understanding of the rules of law and the obligations applicable to their professional activities, and comply with them in good faith. All employees must avoid any activity, behaviour, agreement or partnership that could lead them, other group employees or third parties to engage in illegal activities. In compliance with financial market regulations, it is strictly forbidden to communicate to third parties, or to use for one s own benefit or on behalf of someone else, any financial information that has not yet been made publicly available, that could risk influencing the Group s share price. In case of any doubt or difficulty in interpreting, understanding or applying regulations or legal issues, employees should consult their supervisors or the legal department and take into account any recommendations or decisions. 8

CONTRIBUTE TO A SAFE AND HEALTHY WORKING ENVIRONMENT Each employee has the right to work in a safe and healthy working environment, and must contribute to this environment by behaving responsibly and respecting the health, hygiene and safety regulations applicable to his or her workplace. COMMIT TO DIVERSITY AND GOOD WORKING CONDITIONS All forms of discrimination are prohibited, from the hiring stage, throughout professional life. Intimidation or harassment of whatever nature, by any person, in the workplace or with regard to an employee s professional activities, is not tolerated. Employees representatives and their prerogatives are respected. 9

PROTECT THE GROUP S ASSETS AND RESOURCES We are all, collectively and individually, responsible for the protection and effective and appropriate use of the assets and resources of the Carrefour Group. No employee can claim for his or her own personal use, or that of a third party, any of the Group s assets. Fraudulent use of the Group s intellectual property rights or know-how is strictly forbidden, as is the copying of software used by the Group without prior authorisation. GUARANTEE CONFIDENTIALITY Each employee is required to exercise discretion and loyalty in expressing themselves with reserve and restraint, in the context of everyday conversation as well as on online forums and online social networking sites. Confidential information includes data or documents that are not publicly available, and which communication to third parties could be of a nature to harm the interests of the Group, of its employees, suppliers or customers. Each employee is entrusted with and fully responsible for the confidential information they receive, and shall only use such information internally to meet business needs. 10

AVOID CONFLICTS OF INTEREST Each employee must avoid situations where their interests or those of someone close to them could find themselves in conflict with those of the company or of the Group, or risk compromising their independent judgement or professional integrity, or be detrimental to the Group s image or reputation. When confronted with a risk of conflict of interest, employees must inform their supervisors immediately and refrain from getting involved in relations Carrefour has with the third party concerned, until a solution can be found. REFUSE ALL FORMS OF CORRUPTION Carrefour rejects corruption in relations with its stakeholders, whether it consists of offering or receiving an unjustified advantage. Carrefour makes no financial contributions to political life. Each employee must refuse to accept, for themselves or for those close to them, any advantage, be it direct or indirect, from any person having - or seeking to create or develop - business relations with any of the Group s companies. When gifts or invitations are received, the principle of transparency requires that employees immediately inform their supervisor. 11

DEVELOP LOYAL AND TRANSPARENT BUSINESS PRACTICES Carrefour respects the rules of competition law. Our actions must be guided by a continued and paramount concern for the clients interests. All of the Group s suppliers and service providers must be selected and treated objectively and loyally, in the context of transparent business practices and respect for the Group s commitments. All employees are prohibited from engaging in understandings, or any other disloyal practices, that have as a consequence harm to free competition. 12

PROVIDE RELIABLE AND ACCURATE REPORTING Carrefour maintains the confidence of its shareholders by regularly providing exact, transparent, pertinent and full information. Each employee is personally responsible for the documents and reports that he or she drafts, and the information they produce. BE AN AMBASSADOR OF THE CARREFOUR BRAND Each employee is a representative of Carrefour and must convey a positive image of the Group. To this end, he or she must know and respect the Group s rules of communication. 13

ALL COMMITTED TO RESPECTING THE CODE

All Carrefour Group employees shall respect this code and its principles of action and conduct. Executive Directors are responsible for the distribution and guaranteeing the implementation of this code in their BU. Each manager must oversee the distribution of this code amongst his or her team, ensure it is understood and implemented and give their employees the means to achieve their objectives, without having to derogate from the code. All Carrefour employees are asked to alert their direct supervisor immediately of any behaviour or action they deem contrary to or incompatible with the principles described herein. Only where the employee considers that informing his or her supervisor could create difficulties, or it seems they have not been given the appropriate follow-up, can he or she contact the ethics committee in his or her country or location. No sanction may be taken against an employee who in good faith reports a breach of these principles. Any employee who communicates information with the express intent of harming the interests of the Carrefour Group or another employee may be subject to disciplinary procedures or, as the case may be, legal action. 15

PRACTICAL INFORMATION

Intranet You can find information concerning this Code of Business Conduct on the GroupOnLine Intranet site at: http://intragroup.carrefour.com Contact For further information, you can contact XXX at: xxx@xxx.com 17