CARREFOUR CODE OF BUSINESS CONDUCT

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CARREFOUR
         CODE
         OF BUSINESS
         CONDUCT

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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

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A CODE
      OF CONDUCT
      THAT SERVES
      OUR AMBITION
      AND OUR
      VALUES

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              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.

              • C
                 OMMITTED: 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

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EXEMPLARY
     PRACTICES
     FOR
     RESPONSIBLE
     AND
     SUSTAINABLE
     GROWTH

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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.
              • W e 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:

              • t he 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

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OUR
     PRINCIPLES
     OF
     BUSINESS
     CONDUCT

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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

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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.

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CONTRIBUTE TO A SAFE
                        AND HEALTHY WORKING
                        ENVIRONMENT
for          • Each employee has the right to work in a safe and healthy
gal            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.

the
nal

                        COMMIT TO DIVERSITY
                        AND GOOD WORKING
ent
 or
                        CONDITIONS
             • All forms of discrimination are prohibited, from the hiring stage,
               throughout professional life.
ctly
 wn
ion          • Intimidation or harassment of whatever nature, by any person,
 isk           in the workplace or with regard to an employee’s professional
               activities, is not tolerated.

ing          • Employees’            representatives   and   their   prerogatives   are
sult           respected.
unt

                                                                                          9

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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.

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AVOID CONFLICTS
                        OF INTEREST
the          • Each employee must avoid situations where their interests or
and            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
hat            detrimental to the Group’s image or reputation.

             • When confronted with a risk of conflict of interest, employees
 or            must inform their supervisors immediately and refrain from
are            getting involved in relations Carrefour has with the third party
               concerned, until a solution can be found.

                        REFUSE ALL FORMS
                        OF CORRUPTION
y in         • Carrefour rejects corruption in relations with its stakeholders,
 ext           whether it consists of offering or receiving an unjustified
 ine           advantage.

             • Carrefour makes no financial contributions to political life.
are
ies          • Each employee must refuse to accept, for themselves or for those
 its           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.
the
uch          • When gifts or invitations are received, the principle of transparency
               requires that employees immediately inform their supervisor.

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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.

                                                                                          •

                                                                                          •

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PROVIDE RELIABLE AND
                        ACCURATE REPORTING
            • Carrefour maintains the confidence of its shareholders by
              regularly providing exact, transparent, pertinent and full
              information.
unt

            • Each employee is personally responsible for the documents and
              reports that he or she drafts, and the information they produce.
ted
ent
.

gs,
rm                          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

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ALL
     COMMITTED
     TO RESPECTING
     THE CODE

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• 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

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PRACTICAL
     INFORMATION

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• Intranet
                 You can find information concerning this Code of
                 Business Conduct on the GroupOnLine Intranet site at:
                 http://intragroup.carrefour.com

              • C
                  ontact
                 For further information, you can contact XXX at:
                 xxx@xxx.com

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